Annual Report and Accounts 2025
Contents
Strategic Report
1 Highlights of the Year
2 Business Model
4 CEO Review
8 Our Markets
10 Our Strategy
11 Group Key Performance Indicators
12 Business in Focus
22 Financial Review
48 Stakeholder Engagement
52 Section 172(1) Statement
54 Sustainability Report
76 Task Force on Climate-related Financial Disclosures
84 Risk Management
95 Going Concern and Viability Statements
98 Non-Financial and Sustainability
Information Statement
Governance Report
100 Chair’s Governance Statement
102 Board of Directors
111 Corporate Governance
117 People Committee Report
121 Audit Committee Report
133 Directors’ Remuneration Report
159 Directors’ Report
Financial Statements
Group
171 Independent Auditor’s Report
183 Consolidated Income Statement
184 Consolidated Statement of Comprehensive Income
185 Consolidated Balance Sheet
187 Consolidated Statement of Changes in Equity
188 Consolidated Statement of Cash Flows
189 Notes to the Consolidated Financial Statements
Company
260 Company Balance Sheet
261 Company Statement of Changes in Equity
262 Notes to the Company Financial Statements
Additional Information
270 Alternative Performance Measures
274 Five-Year Summary
275 Non-financial basis of reporting
278 Independent Limited Assurance Report
280 Glossary
284 Shareholder Information
Visit www.ocadogroup.com
to discover the latest news
and information about our
business
Read more online
Our purpose
Our mission
To change the way the
world shops, for good.
Our vision
To be the undisputed leader
and global partner of choice
in providing technology and
automation solutions for
grocery retail and beyond.
Ocado Group plc Annual Report and Accounts 2025
Ⓐ Where this symbol appears in the Report, see Alternative Performance Measures: pages 270-273.
1. Adjusted EBITDA
Ⓐ
is defined as earnings before net finance cost, taxation, depreciation, amortisation, impairment and adjusting items
Ⓐ6
2. Underlying cash flow
Ⓐ
is the movement in cash and cash equivalents excluding adjusting items
Ⓐ
, proceeds from the disposal of assets held for sale, loans to investee
companies, cash received in respect of contingent consideration, costs of financing, proceeds from the disposal of unlisted equity investments and FX movements.
3. A module is considered live when it has been fully installed and is available for use by our partner or where fees are being received for the module. This includes 14 modules for
the Hatfield CFC, and Leeds and Canning Town Zooms, which were not actively trading at the end of the period, but for which fees are being received in full.
4. Exit rate of P12-25 vs. P12-24 used, excludes the CFCs closed in January 2026 and February 2026, those being Baltimore, Groveland, Pleasant Prairie and Calgary.
5. NIQ Total Till and NIQ Homescan from Nielsen Consumer LLC, figures stated relate to the last four weeks ending 29 November 2025.
6. Adjusting items
Ⓐ
of £756.0m income (FY24: £12.4m income) comprise largely 1.the gain on the statutory valuation of the Group’s investment in Ocado Retail of £782.6m, 2.loss on
deconsolidation of Jones Food Company of £23.0m, 3.£20.2m income recognised relating to Letter of Credit and attributable to prior periods, and 4.organisational restructuring
costs of £14.8m.
Sustainability
progress
• In February 2025, we
refreshed our sustainability
framework; The framework
reaffirms our commitment to
addressing global challenges
and delivering long-term
value for our stakeholders.
It is structured around four
pillars: Climate, Circularity,
Conduct and Community
• This year we made progress
against several of our 2030
targets; Our Scope 1 & 2
intensity fell by 5% as our EV
fleet at two London spoke
sites completed its first full
year of operation and our
OSP technology roll out
helped improve routing
efficiency across our whole
UK fleet. We also achieved a
tenfold increase in the % of
high-risk suppliers who have
completed a social audit and
remediated any critical
non-conformances
• Leading ratings agencies
continue to recognise our
progress; In 2025, we
received an AAA rating from
MCSI and our CDP Climate
score rose to B
Read more page 54
Financial progress
• Group revenue
Ⓐ
£1,362m, +12.1%;
Technology Solutions +13.0%, Ocado
Logistics +11.5%, Statutory revenue
+13.8%
• Group adjusted EBITDA
Ⓐ1
£178m
(FY24: £112m); Technology Solutions
£140m, (FY24: £81m), (margin growth
from 16.2% to 25.0%) and Ocado
Logistics £38m, (FY24: £31m)
• Ocado Retail (“ORL”) revenue
+15.4%; EBITDA
Ⓐ
£84m
(FY24: £45m); now reported as an
associated undertaking following its
deconsolidation in April 2025; Ocado’s
economic interest remains unchanged
• Statutory profit £395m
(FY24: £(374)m); after adjusting
items of £754m (FY24: £5m), including
a reported gain of £783m on the
statutory valuation of 50% ORL’s
equity upon deconsolidation
• Underlying cash flow
Ⓐ2
of £(213)m (FY24: £(199)m), excluding
the £113m letter of credit received,
with increasing EBITDA offset by
higher finance costs
• Strong liquidity at £1.0bn at YE with
cash and cash equivalents of £740m
(FY24: £733m) and a £300m RCF;
further underpinned by £279m
received - £261m from Kroger and
£18m from Sobeys - post year-end
• Refinanced £400m debt in FY25;
Group set to address its £350m
maturities to FY27 from existing cash
Operational and
strategic progress
• Growth in average modules; +4% to
121 average live modules
3
(FY24: 116);
Live modules at year end: 122 (FY24: 123)
following the cessation of Morrisons
deliveries from our Erith CFC (5 modules);
4 modules added across our CFCs in the
US, UK and Poland
• OSP network growth and Re:Imagined
rollout; 72m orders shipped worldwide in
FY25, +26%
4
growth in international weekly
CFC volumes; OGRP rolled out in 10 CFCs
with most advanced CFC now picking c.50%
volumes robotically; 3-module Warsaw CFC
optimised-site design built and opened in
12 months
• Resetting our Kroger and Sobeys
partnerships; now a combined base of
7 live CFCs; following 4 site closures. Key
learnings addressed with North American
market now fully open to Ocado
• Rolling off exclusivity across wider global
markets; enabling a return to multiple mature
grocery markets with a significantly evolved
solutions proposition
• New solutions and more flexibility; rolling
out same-day and short lead-time deliveries
from CFCs, already achieving up to 40%
same-day in most advance site; integrating
global online aggregators; well positioned to
take advantage of a clear opportunity in the
US and globally with Store Based Automation
• Ocado Retail, enabled by Ocado Logistics,
delivering market-leading
5
growth with
orders +13.1%; 3.8% EBITDA margin
Ⓐ
(excl.
Hatfield fees); total CFC costs, incl. labour,
at 6% sales with UPH efficiency +8%
1Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Highlights of the Year
How we create value
Business model
Who we are
Ocado Group leverages cutting-edge technology solutions in automation, robotics, machine learning and AI for online
grocery and non-grocery distribution. We are headquartered in Hatfield, UK, employing approximately 20,000 people
globally across technology and logistics operations. We have a strong retail heritage, through Ocado Retail Limited (“Ocado
Retail” or “ORL”), now a 50:50 owned joint venture with Marks & Spencer Group plc (“M&S”).
Technology Solutions
page 12
Ocado Solutions
Ocado Smart Platform (“OSP”) is the world’s most advanced
end-to-end ecommerce, fulfilment and logistics platform
for grocery retail.
Ocado Intelligent Automation (“OIA”)
OIA offers Ocado’s automation solutions to sectors outside
of grocery retail to drive efficiency in complex, high-volume
warehouse environments.
Core features
• A wide range of fulfilment solutions for online grocery from
automated Customer Fulfilment Centres (“CFC”) of all sizes
to Store Based Automation (“SBA”) to In-Store Fulfilment
(“ISF”) solutions.
• AI-driven demand forecasting and inventory management.
• Fully integrated order management and delivery systems.
Core features
• Automated fulfilment solutions tailored for non-
grocery ecommerce.
• Integration of robotics for precision, speed and cost reduction.
• Customisable systems for diverse industries.
Value creation
Operating the full suite of OSP capabilities enables high levels of
productivity and efficiency for the retailer and the best available
proposition for the customer.
Value creation
OIA helps businesses achieve higher efficiency, scalability and
operational excellence by integrating cutting-edge automation
technologies.
£561m
Revenue FY24: £497m
2 Ocado Group plc Annual Report and Accounts 2025
page 19
Our culture and values
We take pride in the distinctive culture that unites our businesses and defines who we are. Open, collaborative, innovative
and entrepreneurial – our culture drives our success and powers the delivery of our vision. These qualities are not just part
of what we do; they are the foundation of everything we achieve and are built into our behaviours, which guide us on how
we work together as a business.
Read more on page 72
Ocado Logistics
Ocado Logistics is a high-performing third-party logistics and
fulfilment business, operating in the UK for retailers Ocado Retail
and Morrisons. It leverages deep operational knowledge and
expertise to drive operating efficiency and customer satisfaction.
Core features
• Every order is picked and packed in one of our automated sites
using our market-leading software and technology.
• Orders are delivered directly to customers using the Ocado
Logistics network.
• Supports two UK retailers.
Value creation
Ocado Logistics offers deep knowledge and expertise from over
20 years of operating an online logistics model using Ocado’s
technology. This capability enables high performance levels
across productivity, availability, on-time delivery and doorstep
customer experience.
£800m
Revenue FY24: £718m
Ocado Retail
Ocado Retail is a pureplay online grocery retail business serving
customers in the UK, with a geographic coverage of over 80%
of UK households. The business is a 50:50 owned joint venture
between M&S and Ocado Group. This structure enables ORL
to outperform the market, combining award-winning customer
service and unrivalled customer data with world-leading
technology and logistics from Ocado Group, and product
development from M&S.
From 7 April 2025 and consistent with the 2019 Shareholder
Agreement with M&S, Ocado Group began accounting for ORL
as an associate using the equity method. There was no change
in Ocado’s 50% shareholding and economic interest. As a
consequence of the accounting change, Ocado recognised a
valuation of £750m for its 50% share of Ocado Retail’s equity
and an accounting gain of £783m. No consideration was received
on deconsolidation.
Core features
• Personalisation: Uses data analytics to provide tailored
recommendations and promotions.
• Efficient online platform: Easy-to-navigate ecommerce site
with advanced filtering and search capabilities.
• Flexible delivery: Includes scheduled delivery slots and
same-day delivery.
Value creation
The collaboration with M&S allows ORL to offer an unrivalled range
of products, including from M&S, Ocado Own Range and other
branded products. Utilising Ocado’s advanced technology and
logistics infrastructure ensures efficient order fulfilment and
delivery, enhancing customer satisfaction and loyalty.
£3,099m
Revenue FY24: £2,686m
page 17
3Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Our FY25 Annual Report is a key moment to
take stock of Ocado Group’s journey.
Particularly for those of us who have been
part of the Ocado journey from the
beginning, it’s possible to look back and see
clearly the different ‘chapters’ in our history.
These are the moments when the story
grows and develops in particularly
fundamental ways.
As we look back across FY25 and look ahead to 2026, I am
excited to be leading a business that is going through another
significant chapter of change.
Overview
FY25 was a year of evolution and key milestones for Ocado
Group. In the UK, Ocado Retail (“ORL”) once again demonstrated
that a business with 25 years of trading history can still
command a leading position as the fastest-growing grocery
retailer in one of the world’s largest and most competitive
grocery markets. It also demonstrated its continued focus on
innovation and enhancement to its customer offer, enabled by
the full transition to the Ocado Smart Platform (“OSP”), and the
new opportunities it enables for customers.
Internationally, FY25 was a year of evolution for some of our
longest-standing partnerships. From our oldest international
partnership with Bon Preu, to our largest international
partnership with Kroger, we made key decisions to ensure
those partnerships are well set for long-term growth, whether
that is evolving their use of Ocado Smart Platform, or resetting
early network decisions and adapting to new priorities.
At the same time, we continued to roll out our latest
technologies and greater flexibility to our partners and clients
around the world, enabling them to make use of an even wider
technology toolkit. These new options are already generating
significant benefits in their operations.
Overall, FY25 was a year in which we continued to grow and
expand our offering, while also applying lessons from our
earliest Customer Fulfilment Centre (“CFC”) deployment and
setting important partnerships onto the right footing for
future growth.
Tim Steiner
Chief Executive Officer
“FY25 was a year in which we
continued to grow and expand
our offering, while also applying
lessons from our earliest CFC
deployments, and setting
important partnerships onto the
right footing for future growth.”
4 Ocado Group plc Annual Report and Accounts 2025
CEO Review
Technology Solutions
Our Technology Solutions segment reached a significant level
of maturity in FY25, with 72 million OSP orders delivered
across the globe and robust Eaches per Week (“EPW”) growth
across the international CFC network of 26%
1
. At the same time
we rolled out new technologies and greater flexibility for our
partners, with On-Grid Robotic Pick (“OGRP”) now live in 10
CFCs and Auto Frame Load (“AFL”) live in 12 CFCs.
We also worked with some partners to address location and
network planning challenges in a number of early sites, which
contributed to lower utilisation than they originally expected.
These actions have reset baseline capacity in North America
and, while difficult, they have strengthened the foundations of
those partnerships and positioned us to deliver disciplined,
sustainable growth in the market.
In the US, Kroger took a decision as part of its 2025 ecommerce
review to close a minority of sites that were in the main
processing low volumes of items. Ocado and Kroger continue to
work closely together across the five live CFCs in Monroe (OH),
Dallas (TX), Atlanta (GA), Denver (CO) and Detroit (MI), with a
further upcoming CFC expected to open in Phoenix (AZ). Ocado
teams remain well-embedded within this network of CFCs,
supporting significant progress in operational efficiency and
volume growth, and increasing same-day availability, resulting
in a significant improvement in financial performance.
Sobeys also undertook a review of e-commerce demand in key
Canadian markets during the year, making a subsequent
decision to close the CFC in Calgary, largely due to the Alberta
grocery e-commerce market’s size and the rate of expansion
being slower than originally anticipated.
Sobeys will continue to serve customers through its Ocado-
enabled Voilà banner in Ontario and Quebec, where there is
improving ecommerce penetration and high growth potential.
This growth will be supported by the CFCs in Toronto
and Montreal.
Alongside these changes, we are also deploying new
technology into Sobeys’ operations in Toronto and Montreal,
including the delivery of Ocado Swift Router and the option for
Ocado-fulfilled orders to be integrated with third party
platforms, such as online aggregators. We have agreed with
Sobeys a number of further actions to place the partnership on
a strong footing for continued long term growth.
Where we took CFCs live most recently, we also applied
important lessons from our early deployments, with very good
results. Our Australian partner Coles saw particularly strong
growth in both volumes and customer satisfaction, with the
geographies served by our CFCs seeing growth in orders well
ahead of the wider market. It saw a significant uplift in customer
net promoter score (“NPS”), particularly for those orders fulfilled
via CFCs. Meanwhile in Spain, Alcampo also made significant
strides, with its CFC enabling an uplift in online revenue of 50%
in Madrid within the first year of operation.
Our longest-standing international partner, Bon Preu, also
demonstrated this year how a grocery business can go from
almost a standing start in ecommerce, to growing well with a
flexible fulfilment toolkit, before then taking the decision to
invest in full automation once the growth trajectory and market
conditions were right. We are excited to be underway with
plans for its first CFC outside Barcelona.
In the past few months, we have also achieved our fastest-ever
CFC build – from spades in the ground to go-live – with Auchan
Poland launching its new CFC outside Warsaw within a year.
The CFC launched with the full range of Re:Imagined
technologies, including our latest 600 Series bots, On-Grid
Robotic Pick (“OGRP”), and Auto Frame Load (“AFL”).
Elsewhere, we continue to make strong progress in supporting
all our live partners to grow and optimise their efficiency. Our
Partner Success teams are well embedded in the operations of
each of our live partners, and they have helped generate
significant improvements for our partners. On average, we
have seen double digit productivity increases across our CFC
network over the past year, as well as strong improvements in
last mile efficiency. In two CFCs where our support has been
particularly intensive, our teams were able to improve the DP8
(the number of orders delivered in a single shift) by 22% in less
than a year.
Worldwide, our Partner Success teams continue to support all
of our partners in a number of areas, helping them to develop
more efficient logistics operations, as well as the new
ecommerce ‘muscles’ that will help them take market share
from competitors. Across multiple partners, our support and
recommendations are driving step change in operational
efficiency and growth.
1 Exit rate of P12-25 vs. P12-24 used, excludes the CFCs closed in January 2026 and
February 2026, those being Baltimore, Groveland, Pleasant Prairie and Calgary.
5Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Across both our grocery ecommerce and wider activities, our
latest technologies continued to roll out at pace this year.
Ocado Swift Router – enabling short lead-time orders from
CFCs – is now enabled across nine CFCs supporting deliveries
in up to two-hour windows from ordering. In the most
advanced CFC using Ocado Swift Router, we are achieving up
to 40% same-day volumes, with the fastest delivery to date in
73 minutes.
At the same time, Re:Imagined technologies continue to ramp
across almost all CFC partners worldwide. Luton CFC in the UK
achieved a record 318 Units picked per labour hour (“UPH”)
during the year.
Ocado Intelligent Automation (“OIA”) has also continued to
make strides in identifying the right opportunities in wider
supply chain and logistics sectors for Ocado’s fulfilment
technologies, with new contract wins across apparel and wider
logistics in FY25. In October, OIA completed the installation of
Ocado’s technology in McKesson’s upcoming fulfilment centre.
We have also seen growing interest not only in OIA’s grid-
based fulfilment, but also our Autonomous Mobile Robot
(“AMR”) products focused both on case handling (Porter),
as well as item pick and fulfilment (Chuck).
Ocado Retail
Ocado Retail continued to gain market share over the course of
FY25, seeing strong growth driven by a growing active
customer base. As a result of this growth, Kantar figures
showed it was the fastest-growing retailer in the sector for 12
consecutive months across 2024-2025. Revenue growth and
continued focus on cost and efficiency have resulted in solid
growth in Adjusted EBITDA
Ⓐ
.
Across FY25, Ocado Retail continued to raise the bar with its
customer proposition. Keeping its promise to customers by
delivering orders on time and in full, the business now offers
an even better availability of products and delivery slots. We
also saw an improvement on its already high ‘perfect orders’
rate, continuing to ensure 99% of items were delivered exactly
as promised. We also saw an added half a day’s life to the
freshness of produce on ocado.com.
Achieving this level of continued growth and customer
satisfaction in one of the world’s most competitive grocery
markets is a tribute to the talented teams at Ocado Retail, the
quality of the customer proposition and the outcomes enabled
by Ocado’s technology.
CEO Review continued
With exclusivity now at an end in the
majority of our partner markets, we
are also restarting new commercial
activity in some of the world’s largest
grocery ecommerce markets and
are returning to these with a wider
fulfilment toolkit, proven international
success and more efficient solutions
than ever, offering grocery retailers
and their shoppers the best solution
in the world for grocery ecommerce.
6 Ocado Group plc Annual Report and Accounts 2025
Ocado Logistics
Ocado Logistics continued to deliver a high level of service and
efficiency to our UK partners in FY25. With our CFC network
operating at record volumes and high utilisation levels, the
operational efficiency of our CFCs continues to improve.
Overall, CFC labour productivity (“UPH”) increased by 7.9% to
245 from 227; driven by higher volume utilisation and the roll
out of our Re:Imagined innovations, particularly particularly
OGRP and AFL.
In FY25, Ocado Logistics successfully completed the migration
of Morrisons and Ocado Retail from the legacy platform onto
OSP. Ocado’s UK partners can now fully leverage the potential
of the platform. The customer migration has allowed Ocado
Retail to unlock short lead-time orders and more flexible
customer delivery slots with the roll-out of Ocado Swift Router
solution.
Priorities for FY26
Ocado’s core priorities are to turn cash flow positive during
FY26, to continue driving improved performance with all our
partners and to be organisationally fit to capitalise on growing
opportunity in global grocery ecommerce and logistics.
With exclusivity now at an end in the majority of our partner
markets, we are also restarting new commercial activity in
some of the world’s largest grocery ecommerce markets and
are returning to these with a wider fulfilment toolkit, proven
international success and more efficient solutions than ever,
offering grocery retailers and their shoppers the best solution
in the world for grocery ecommerce.
As we enter a new commercial phase, we are also taking
decisive steps to put the business on a firm foundation for the
future, including focusing our go-to-market strategy,
simplifying our operating model, and concentrating investment
where we see the clearest path to value creation. To support
these decisions and following a very significant development
phase, in particular in our robotics and wider hardware, we
have also decided to reshape our R&D and support functions
to be fit for the future.
A key outcome of this exercise is the consolidation of our
commercial divisions (Ocado Solutions and Ocado Intelligent
Automation) into a single organisation, led by our new Chief
Revenue Officer Nick de la Vega. This change will mean
pursuing opportunities in both grocery and adjacent sectors
from a single point of sales and account management, driving
more agility and efficiency in our sales approach, as well as
clear accountability and better outcomes.
Alongside this change to our commercial structure, we will
focus on the opportunities with the greatest proven value to
Ocado, and areas where Ocado’s expertise is most relevant.
While we continue to work successfully with a number of
clients in sectors beyond grocery, our primary focus for future
contracts will be in the grocery supply chain, both within the
ecommerce channel and wider opportunities in CPG and
logistics sectors.
Following the very significant Re:Imagined development cycle,
we are also now transitioning to a new R&D phase. This will
focus on making our solutions easier to use, enabling greater
efficiency across diverse international markets and further
reducing capital expenditure requirements for our partners to
deploy Ocado’s technology.
We are also taking steps in our commercial approach to better
position ourselves for growth. These include making changes
to our exclusivity arrangements, rolling off our historic
conditional exclusivity in most markets and limiting new
exclusivity for future partners. Our previous arrangements
were appropriate to the ‘first mover’ market of 2018, but are
less relevant for the market of 2026, where grocery investment
in ecommerce is ubiquitous. These changes to our approach
are a reflection of the market shift.
We are also adapting our approach to partner success to drive
greater incentives for partners to take advantage of our deep
expertise as an ecommerce and logistics operator, proven both
with Ocado Retail, and increasingly with our international
partners. Importantly, we are putting partner success onto a
professional services footing – ensuring our operational
support and ecommerce consultancy activity is productised
appropriately within our wider solutions.
This realignment of our structure is underpinned by our core
focus on sustainable, profitable growth and it places Ocado on
the right footing to grow and thrive in the coming years. As
these changes take effect, we expect to see a substantial
reduction in our overall cost base, alongside greater efficiency
across our organisation. In aggregate, we expect these actions
to reduce our total cash costs across Technology and Support
in FY27 by around £150m in FY27, relative to FY25. These
actions will reduce our technology R&D capital expenditure to
a run rate to around 20% of recurring revenues for FY27.
In FY26, we expect to see multiple international sites break
even for the first time. We also expect to see further module
orders from both new and existing partners, including for
Ocado’s newly announced Store Based Automation solution.
We also expect to go live with new CFCs in South Korea, Japan
and the USA.
Tim Steiner
Chief Executive Officer
26 February 2026
7Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
2025
Ocado Grocery – Stabilised growth
2017
Ocado Grocery – Emerging market
Source: Global Data, Nielsen.
Source: Global Data. Key markets defined as countries with population
greater than 5 million and GDP per capita greater than £25k. Opportunity
defined based on Ocado’s internal assumption.
Ecommerce is the fastest-growing channel in global
grocery and with exclusivity rolling off we are now
able to re-enter multiple markets.
£2.4tn
key markets
£2.9tn
key markets
£5.7tn
global online grocery
£8.1tn
global online grocery
8 Ocado Group plc Annual Report and Accounts 2025
Our Markets
Online grocery penetration by OSP Partner markets
2025 vs 2029
1
Since 2017, the Compound Annual Growth Rate
(CAGR) of online grocery across our 11 partner
markets has been 39.57%
2
In our OSP Partner markets, online penetration
has grown substantially
Our key markets are significantly larger today than when
we first signed an international partnership in 2017.
UK
16.3%
13.4%
7.3%
6.8%
9.8%
7.8%
5.1%
4.8%
1.8%
1.3%
19.9%
14.1%
35.1%
30.6%
15.7%
11.8%
4.4%
4.0%
7.8%
5.4%
USA
Canada
Australia
Japan
S Korea
France
Spain
Poland
Sweden
2029 Forecast2025 Actual
25
20
10
2025
15
200
175
150
100
125
Total labour time (mins)
to fulfil a basket
Minimum wage growth
(OSP markets)
Labour minutes to fulfil 50-item
basket in an Ocado CFC
Minimum wage
growth (index)
Minimum wage growth
(excl. food inflation)
2013 2014 2015 2016 2017 2018 2019 20242023202220212020
9Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
We can support any retailer wherever it
is in its online journey
10,000m
2
50,000m
2
Manual pick
in stores
Automated CFC
Manual pick
in dark stores
4
We are returning to some of the fastest-growing,
most penetrated online grocery markets in the world
with a wider and more enhanced proposition, proven
operations around the world and greater flexibility
3
At the same time, the average minimum
wage rate across those 10 OSP markets
has increased by 30%
The implied labour cost of fulfilling
a 50-item basket order with Ocado's
technology has reduced by 18% over
the same period
Source: Euromonitor
Ocado’s labour productivity improvement
relative to labour cost increases
Store Based
Automation: Hybrid of
manual & automation
350m
2
Embed a
responsible business
approach
Optimise
economics of
our solutions
Drive
success for
our partners
Grow our
revenue
1
4 5 2
Deliver
transformational
technology
3
Read more
Our CEO Review: pages 4-7
Business in focus: pages 12-21
Our Sustainability Report: pages 54-75
How we manage risk: pages 84-94
Governance (how we manage our risks): page 107
Our vision
Our vision is to be the undisputed leader and global
partner of choice in providing technology solutions for
grocery retail and beyond.
Our vision is supported by our strategic framework made
up of five high-level strategic priorities that are relevant
for the Group (see diagram below). These strategic
priorities are underpinned by internal strategic goals and
associated key results that support the delivery of this
vision and our ability to monitor performance and
progress in the short term.
10 Ocado Group plc Annual Report and Accounts 2025
Our Strategy
Our strategic priorities
Key results progress against our strategic priorities is
monitored regularly by the Board.
Our strategic priorities enable:
Growth
Strengthening our core and expanding into new markets
Profitability
Delivering lasting value through disciplined investment
and efficiency
Innovation
Innovating smarter and executing with focus
Group Key Performance
Indicators (“KPIs”)
Financial KPIs
Non-financial KPIs
Group adjusted revenue
Ⓐ
(£m)
Why we use this measure
A fundamental measure of Ocado
Group’s financial performance, providing
the total turnover across our operations.
Why we use this measure
A key profitability measure that reflects
Ocado Group’s underlying earnings
performance by excluding the impact
of material, non-recurring (adjusting)
items. It allows the Group to assess
its core profitability and financial health
across periods.
Why we use this measure
Reflects the underlying movement in
cash and cash equivalents to measure
Ocado Group’s ability to generate
cash from operations, fund ongoing
investments and sustain long-term
growth. This ensures that we maintain
financial resilience, whilst pursuing
targeted innovation and growth in
our core markets.
Adjusted EBITDA
Ⓐ
(£m)
Underlying cash flow
Ⓐ
(£m)
Group KPIs reflect aggregate performance across our
reported segments. Below are some of our financial and
non-financial KPIs. You can read more about the business
segment KPIs in each business section.
Why we use this measure
Measures the Green House Gas (“GHG”)
emissions intensity (direct and indirect)
of our total business operations.
Tonnes of CO
2
e/ 100,000 orders
(Scope 1 and 2 – market-based)
Why we use this measure
Ocado is committed to increasing
female representation in senior
leadership in line with the
recommendation of FTSE Female
Leaders and set a target in 2023
to reach 40%.
Female representation
in senior leadership (%)
Read more about how these have
driven performance in FY25: CEO
Review on pages 4 -7; Financial
Review on pages 22-47; and the
Directors’ Remuneration Report
(pages 133-158)
Our Strategy: page 10
Our Sustainability Report: pages
54-75
FY25
FY24
(199.0)
(213.1)
FY25
F
Y24
111.7
45.5
178.0
FY23
30%
32%
36%
27%
33%
FY25
F
Y24
3
3
3
2
3
F
Y22
F
Y23
FY21
358
348
379
401
339
FY25
F
Y24
3
3
3
4
3
F
Y22
F
Y23
FY21
FY25
F
Y24
1,214.5
1,088.0
1,361.5
FY23
11Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Technology Solutions
KPIs
Recurring capacity fees (£m)
Employee Net Promoter
Score (“eNPS”)
Direct operating costs
(% of live sales capacity)
Why we use this measure
Live modules measures the average capacity installed
and ready for use by OSP clients, driving recurring
revenue.
Why we use this measure
Measures OSP recurring revenue growth of
Technology Solutions
Why we use this measure
This is a scoring system widely used in industry and
designed to help us measure the engagement of
our people.
Why we use this measure
Measures the average rate position at the period
end for Group site level operational costs, including
engineering, cloud, insurance & property tax costs.
FY21, 22, 23 and 24 based on the exit rate.
Average number of
live modules
Our Business Model on pages 2-3
summarises the overall structure
and approach of our Technology
Solutions division, underpinned
by the delivery of our
world‑class technologies.
12 Ocado Group plc Annual Report and Accounts 2025
Business in Focus
Technology
solutions
FY25
F
Y24
1.60%
1.65%
2.02%
2.74%
1.33%
F
Y22
F
Y23
FY21
FY25
F
Y24
12
19
31
25
11
F
Y22
F
Y23
FY21
FY25
F
Y24
116
105
84
53
121
F
Y22
F
Y23
FY21
FY25
F
Y24
415.8
363.4
253.4
444.2
FY22
F
Y23
FY25 was a significant year for Ocado’s
Technology Solutions segment. Ocado’s
partners around the world continued to develop
the ways in which they deploy Ocado’s
solutions, with the further rollout of
Re:Imagined technologies and new flexibility in
how they can deploy our technology. Over the
course of the year, we also took decisions to
ensure our partnerships and commercial model
are well set for long-term success.
Reaffirming our partners’ pathway
to profitable growth
Overall volumes processed through Ocado’s worldwide CFC
network have continued to scale robustly through FY25, with
Eaches per Week (“EPW”) growth of 26% in our international
markets (excl. Kroger and Sobeys closures), underlining a strong
trend of rising demand, improving customer propositions, and
growing utilisation across our CFCs. At the same time, we have
continued to roll out new technologies to give our partners
greater scope to grow further, with greater efficiency and with
more flexibility in their offer.
Ocado Re:Imagined rollout has accelerated, with On-Grid
Robotic Pick (“OGRP”) now live in 10 CFCs and Auto Frame Load
(“AFL”) live in 12 CFCs. These enhancements are driving
significant improvements in efficiency and throughput for our
partners, for instance, enabling Kroger’s CFC in Detroit to add
an additional module of capacity to its design capacity of two
modules. Luton CFC in the UK also achieved a record 318 Units
per Hour (“UPH”) during the year, an implied total labour time
across the CFC of 8 minutes to fulfil a full-basket order.
In November, Auchan Poland went live with their first CFC,
including the full suite of Re:Imagined technologies. The Warsaw
CFC broke records as the fastest build of any Ocado CFC to
date, with just 12 months from breaking ground to go-live. It was
also the first international CFC to go live with our latest 600
Series bots, our lightest and most efficient bots to date.
Alongside these enhancements, we have also enabled our
partners to serve a much larger share of short lead-time and
same day orders from their existing CFC network. Ocado Retail
in the UK, Coles in Australia and Kroger in the USA have all
commenced the rollout of Ocado Swift Router, with Sobeys also
due to roll out the technology in the coming year. This
technology reconfigures inventory management in our CFCs
and delivery network, enabling Ocado partners to reserve CFC
picking capacity and van space for same day orders, thereby
supporting short lead times with best in class CFC economics.
Ocado Swift Router is now enabled across 9 CFCs, supporting
deliveries in up to 2 hour windows from customer order. In CFCs
with the most advanced rollout of the new functionality, the
technology has already enabled up to 40% same day volumes
and a record delivery time of 73 minutes from click to delivery of
a full-basket, 40 item order.
In FY25, we announced Store Based Automation (“SBA”) as a
new product within our OSP fulfilment ecosystem. We expect
this new technology to bring our expertise in robotics and AI for
single pick online grocery into stores for the first time with SBA
trials expected to commence this year. Using our core
automation, SBA will enable Ocado’s partners to more efficiently
serve immediacy and pick up orders from stores, as well as a
range of delivery missions. Alongside our range of small and
large CFCs, we believe the SBA solution will allow Ocado’s
solutions to address a significant opportunity in markets where
pick-up represents a significant proportion of the market.
We also introduced new flexibilities to our partners in how they
deploy Ocado’s technology to support wider online activity, with
the rollout of online aggregator integration on OSP. This new
integration with aggregator platforms enables grocery
customers to shop online with our retail partners via their
chosen marketplace. In the second half of the year, we
extended our partnerships with Monoprix in France and
Morrisons in the UK, integrating both with a large global
aggregator for the first time, and enabling them to extend their
market coverage.
The flexibility that we provide our partners to grow in the most
effective way for their businesses was highlighted this year by
our longest standing partner, Bon Preu.
Bon Preu was Ocado’s first international partner, signing a deal
in 2017 for Ocado’s In Store Fulfilment (ISF) solution to grow a
leading online proposition in Catalonia. Since going live in 2018,
the business has developed substantially and taken significant
market share. It has grown well ahead of the wider online
channel in Spain. It has become the leading online grocery
proposition in Catalonia, recognised in 2024 by Spain’s largest
consumers organisation (OCU) as the highest-rated online
grocery service in Spain.
Bon Preu’s fulfilment network has scaled substantially with
Ocado’s ISF and will now upgrade to a fully automated, three
module Ocado CFC in the Barcelona region.
13Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Setting key partnerships on the right
footing for long‑term growth
With two of our earliest partners, we have taken pragmatic
steps in the past months to place the partnerships on a
stronger footing for long-term growth. We engaged closely
with Kroger in the USA, and Sobeys in Canada to identify
where operations have been performing best and where sites
required a different strategic approach. These discussions led
to decisions by those partners to wind down operations in a
combined 4 CFCs in those markets, as well as decisions to
build on the positive momentum, and the lessons learned, in
the remaining 7 CFCs that have performed well.
Following Kroger’s review of ecommerce in the second half of
the year and with the majority of live CFCs continuing to make
good progress in both volume growth and operational
efficiency, the decision was made not to maintain underutilised
assets at the expense of the good progress being made
elsewhere in the network. As a result, the CFCs in Frederick
(MD), Pleasant Prairie (WI), and Groveland (FL) closed in
January 2026.
Ocado and Kroger continue to work closely together across
the five live CFCs in Monroe (OH), Dallas (TX), Atlanta (GA),
Denver (CO), and Detroit (MI), with a further upcoming CFC
expected to go live in Phoenix (AZ). Ocado teams remain
well-embedded within the remaining fulfilment network,
supporting significant progress in operational efficiency,
volume growth, and increasing same day availability, resulting
in a significant improvement in the underlying financial
performance of the CFCs.
Sobeys also conducted an assessment of ecommerce demand
in key markets and made a subsequent decision to close its
CFC in Calgary, largely due to the Alberta grocery ecommerce
market’s size and the rate of expansion being slower than
originally anticipated.
With improving e-commerce penetration and high-growth
potential in Ontario and Quebec, Sobeys will continue to serve
customers through its Ocado-enabled Voilà banner in those
regions, supported by its two existing CFCs in Toronto and
Montreal.
Ocado is also deploying new technology into Sobeys’
operations in Toronto and Montreal, including the delivery of
Ocado Swift Router. This also includes the option for Ocado-
fulfilled orders to be integrated with third party platforms, such
as online aggregators. Ocado and Sobeys have also agreed on
a number of further actions to place the partnership on a
strong footing for continued long term growth.
In the UK, our Technology Solutions division continued to
receive £34m of fees from Ocado Retail for the 13 modules of
capacity in the closed Hatfield CFC, which represents one of
two legacy CFCs built before the development of our hive-
enabled technologies.
As Ocado Retail grows and orders new UK OSP capacity, the
economics associated with the legacy Hatfield modules are
expected to evolve. Additional module drawdowns would be
expected to result in a tapering of fees for the closed Hatfield
modules, alongside a progressive reduction in the fees
attributable to the 13 legacy modules by approximately half.
A residual fee would remain payable in respect of the
remaining modules until February 2032.
Reflecting the unique nature of the relationship between
Ocado Technology Solutions and our joint venture partner,
Ocado Retail, the lower Hatfield fee will significantly enhance
the strong incremental returns already available from its
continued growth.
As a result of these decisions, we have reconfigured our
short-term module targets for our current partners to target
a module count of 125 to 130-plus modules for FY27.
These decisions are a reflection of constructive ongoing
partnerships, which prioritise collegiate decision-making
and long-term growth.
Bringing partner success and
our grocery expertise onto a
product footing
Our worldwide Partner Success teams continue to provide
valuable support to Ocado’s partners, both in how they
operate their fulfilment networks, as well as in how they
optimise their growth strategies with OSP. Where our partners
have gone live most recently, they have benefited from
significant learnings from Ocado’s early international
deployments and strong Partner Success support.
Business in Focus continued
14 Ocado Group plc Annual Report and Accounts 2025
Our longer standing partnerships have also benefited
significantly from Partner Success support. In the sites where
Ocado’s support has been most intensive, our partners have
seen significant improvements in their operational efficiency. On
average, we have seen double digit productivity increases
across our CFC network over the past year, as well as strong
improvements in last mile efficiency with a DP8
1
of 21 achieved
across our partners in FY25, a number approaching UK levels. In
two CFCs where our support has been particularly intensive, our
teams were able to improve the DP8 (the number of orders
delivered in a single 8-hour shift) by 22% in less than a year.
With our Partner Success division now operating at a mature
level, and demonstrating significant value, we have welcomed
Lawrence Hene back to Ocado as our new Chief Partner
Success Officer. Lawrence will be responsible for bringing our
Partner Success offering onto a more Professional Service
footing, ensuring that our expertise is commercialised
appropriately to generate maximum benefit for and uptake
from our partners.
1. DP8 represents the customer deliveries per standardised eight-hour shift for Ocado
Retail only.
Seizing new opportunities, with a
significantly evolved solution
Ecommerce continues to be the fastest-growing channel in
grocery globally, and alongside this rapidly developing online
market, Ocado’s products have also evolved significantly since
we started licensing our technology internationally in 2017 and
our first international CFC go-live in 2020. They have
expanded to reflect the wide range of partners that we have
today, and the wide variety of markets we operate in. They also
reflect our increased ability to meet retailers wherever they are
on their ecommerce journey, at any level of business maturity,
and a wide range of market scenarios.
With exclusivity arrangements rolled off across multiple
international markets, we are excited to start ramping
commercial conversations in a number of attractive markets.
To ensure we are well set to capitalise on the significant
opportunity, we have decided to reconfigure the shape and
focus of our Technology Solutions segment, bringing the sales
and account management teams for both our grocery
ecommerce and wider supply chain solutions under the
leadership of a new Chief Revenue Officer, Nick de la Vega,
who joined us in November 2025.
Aligning the business around our
core priorities
Ocado’s core priorities in FY26 are to turn cash flow positive
during the year, to continue driving improved performance with
all our partners, and to ensure our organisation and structure is
well set to capitalise on the growing opportunity in global
grocery ecommerce and logistics.
With exclusivity ending across multiple partners, we are also
restarting new commercial activity in some of the world’s
largest grocery ecommerce markets and are returning to these
with a wider fulfilment toolkit, proven international success and
even more efficient solutions.
As we do so, and following a period of rapid growth and capital
investment in our technology, we believe now is the
appropriate time to realign and restructure our commercial,
support and R&D functions. This will ensure all parts of our
business are focused on our key priorities and pursuing the
opportunities of greatest value in the most efficient way.
A key outcome of this exercise is the consolidation of our
commercial brands (Ocado Solutions and Ocado Intelligent
Automation) into a single organisation. This change will mean
pursuing opportunities in both grocery and adjacent sectors
from a single point of sales and account management, driving
more agility and efficiency in our commercial approach, as well
as clear accountability and better outcomes.
As we make this change to our commercial structure, we will
focus on the opportunities with the greatest proven value to
Ocado, and areas where Ocado’s expertise can generate the
greatest value to new commercial partners. While we continue
to work successfully with a number of clients in sectors
outside grocery, our primary focus for future contracts will be
in grocery, both within the ecommerce channel and wider
opportunities in the CPG supply chain.
Following the very significant Re:Imagined development cycle,
we are transitioning to a new and less capital intensive R&D
phase. This will focus on making our solutions easier to use,
enabling greater efficiency across diverse international markets
and further reducing capital expenditure requirements for our
partners to deploy Ocado’s technology.
15Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Technology Solutions strategy
To design, build and support the deployment of Ocado’s
technology – enabling our partners to grow profitable
businesses at scale, utilising the wide range of solutions
that Ocado provides. We’re expanding at home and
internationally, developing our online grocery platform and
solutions for adjacent sectors, while our Partner Success
teams help our clients to grow.
Technology Solutions priorities
for FY26 and beyond
• Continue to grow with our current OSP Partners, helping
them to scale efficiently with Ocado’s technology and
expand their operations.
• Expand our commercial footprint with new partners, both
in new and existing markets.
• Progress widespread deployment of our latest
technologies, following a scaled roll-out of our
Re:Imagined solutions in FY25.
We are also taking steps in our commercial approach to
better position ourselves for growth. These include making
changes to our exclusivity arrangements, rolling off our
historic conditional exclusivity. Our previous arrangements
were appropriate to the ‘first mover’ market of 2018, but not
optimal for the market of 2026, where grocery investment in
e-commerce has grown substantially.
Our approach to partner success will drive greater incentives
for partners to take advantage of our deep expertise as an
ecommerce and logistics operator, proven both with Ocado
Retail, and increasingly with our international partners.
Importantly, we are putting partner success onto a
professional services footing, ensuring our operational
support and ecommerce consultancy activity is
commercialised appropriately within our wider solutions.
This realignment of our structure is underpinned by our core
focus on sustainable, profitable growth and it places Ocado
on the right footing to grow and thrive in the coming years.
As these changes take effect, we expect to see a substantial
reduction in our overall cost base, alongside greater
efficiency across our organisation.
In aggregate, we expect these actions to reduce our total
cash costs across Technology and Support in FY27 by around
£150m in FY27, relative to FY25.
Alongside new CFC openings in South Korea, Japan and the
USA, we expect to see further module orders from both new
and existing partners, including Ocado’s new Store Based
Automation solution.
Business in Focus continued
16 Ocado Group plc Annual Report and Accounts 2025
Ocado Logistics
KPIs
Cost per each
(£)
Total eaches picked
(million)
Employee Engagement Index
Labour productivity
(average OSP CFC UPH)
Why we use this measure
Measures total Ocado Logistics costs divided by
total units (eaches) of volume fulfilled for UK
clients.
Why we use this measure
Measures the efficiency of our service delivery
operations (note: metric based on ORL data only).
Why we use this measure
Measures total units of volume fulfilled for UK
clients, the key driver of cost recharges revenue.
FY25 and FY24 show eaches picked, whereas
previous years show eaches shipped.
Why we use this measure
In November 2025, Ocado Logistics established a
new baseline for employee sentiment by transitioning
from eNPS to a more comprehensive Engagement
Index, achieving an initial score of 62% with a robust
63% participation rate. A significant engagement
level for a dispersed, hourly-paid workforce.
Why we use this measure
Measures CFC operations efficiency in average
units picked per labour hour in our UK OSP CFCs
(note: excludes Dordon).
Drops per van route in
eight-hour shift (“DP8”)
17Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Ocado
Logistics
FY25
F
Y24
227
208
184
168
245
F
Y22
F
Y23
FY21
FY25
F
Y24
1,325
1,182
1,196
1,273
1,437
F
Y22
F
Y23
FY21
FY25
62
FY25
F
Y24
21.0
21.5
21.3
19.7
21.5
F
Y22
F
Y23
FY21
FY25
F
Y24
0.52
0.53
FY22
F
Y23
0.54
0.54
Ocado Logistics is a highly efficient third-party
logistics (“3PL”) business, operating the CFCs
and delivery services for our UK partners, Ocado
Retail and Morrisons. In FY25, Ocado Logistics
has continued to improve on its already high
levels of efficiency and customer service across
the UK network, implementing a range of
initiatives to continue driving improved
operational efficiency across the board. Our
operational priority remains last mile delivery
efficiency (DP8), with performance improving for
both partners during the reported period.
Business in Focus continued
Revenue grew by 11.5%, ahead of the 8.5% growth in eaches,
largely reflecting labour cost inflation passed on to our
partners. Ocado Logistics again reaffirmed its credentials as a
consistent generator of adjusted EBITDA
Ⓐ
, delivering FY25
adjusted EBITDA
Ⓐ
of £38m (FY24: £31m).
Driven by increasing volumes, high network utilisation levels
and the continued rollout of Ocado Re:Imagined technologies,
overall CFC labour productivity has continued to improve.
Overall CFC labour productivity (“UPH”) within our OSP
warehouses increased by 7.9% to 245 from 227, driven by
higher volume utilisation and the roll-out of our Re:Imagined
innovations, particularly On-Grid Robotic Pick (“OGRP”) and
Auto Frame Load (“AFL”).
Delivery efficiency also improved, with DP8 increasing by
2.4% to an average of 21.5 drops per standardised 8-hour
shift for Ocado Retail (FY24: 21.0 drops). During the year we
commenced a range of initiatives aimed at further optimising
our delivery operations. We achieved incremental gains in on
time deliveries and routing optimisation, alongside higher drop
densities.
In FY25, Ocado Logistics successfully completed the migration
of Ocado Retail and Morrisons from the legacy platform onto
OSP. Ocado’s UK partners can now fully leverage the potential
of the platform by implementing key logistics changes and new
functionalities. The customer migration has allowed Ocado
Retail to begin to unlock short lead-time orders and more
flexible customer delivery slots with the initial rollout of the
Ocado Swift Router solution. In the lead CFCs, this
functionality has enabled Ocado Retail customers to receive
CFC-fulfilled orders in less than 2 hours of ordering.
With the integration of online aggregators into OSP, we are
now also supporting Morrisons to fulfil orders placed via
third-party platforms using the Ocado solution for the first
time. Ocado’s fulfilment solutions have already enabled
Morrisons to expand its offer with a global online aggregator
to an additional 100 UK catchments.
Ocado Logistics strategy
Looking ahead to FY26, our strategic priorities remain
largely unchanged, with our organisational goals focusing
on the highest value drivers.
Strategic pillars
1. Deliver on unrivalled customer experience.
2. Enable profitable growth for our partners.
3. Make Ocado Logistics a great place to work.
4. Strategic enabler - develop capabilities to be fit
for the future.
Priorities for FY26 and beyond
• Continued improvement in delivery efficiency
and last mile costs.
• Increase capacity from the existing network.
• Raise the bar in driving further improvements to
customer experience.
• Continue to build an environment where people feel
valued, motivated and proud to work for Ocado Logistics.
• Further improvement in CFC UPH, supported by
deployment of OGRP and AFL across the UK.
18 Ocado roup plc Annual Report and Accounts 2025
Ocado Retail
KPIs
Average basket value
(£)
Average eaches per basket
Year-end active customers
(000s)
Why we use this measure
Measures order growth in the ORL business for
Ocado.com.
Why we use this measure
Measures aggregate impact on average shopping
basket for Ocado.com.
Why we use this measure
Measures total units of volume for Ocado.com
divided by the total number of Ocado.com orders,
the key driver of average basket value for the
ORL business.
Why we use this measure
Measures growth in ORL core customers
who shopped at Ocado.com within the previous
12 weeks.
Average orders per week
(000s)
19Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Ocado
Retail
From 7 April 2025 and consistent with the 2019
Shareholder Agreement with Marks & Spencer
Group plc, Ocado Group began accounting for
Ocado Retail Limited as an associate using the
equity method. There was no change in Ocado’s
50% shareholding and economic interest. As a
consequence of the accounting change, Ocado
recognised a valuation of £750m for its 50%
share of Ocado Retail’s equity and an accounting
gain of £783m. No consideration was received
on deconsolidation.
FY25
F
Y24
1,119
998
942
832
1,233
F
Y22
F
Y23
FY21
FY25
F
Y24
122.09
120.94
117.74
127.87
123.69
F
Y22
F
Y23
FY21
FY25
F
Y24
46
53
F
Y22
F
Y23
FY21
44
44
44
FY25
F
Y24
442
393
378
358
500
F
Y22
F
Y23
FY21
Business in Focus continued
Compounding and secular
growth enabled by
Ocado Smart Platform
Ocado Retail retained its leading growth position in the UK
grocery market, yet again ending the period as the UK’s
fastest growing grocer over the past 12 consecutive months.
Ocado Retail’s share of the online market increased to 14.0%
in the four weeks to 29th November 2025 (Nielsen), up 1.1
ppts year-on-year.
Revenue increased by 15.4% to £3,098.8m (FY24: £2,685.8m),
with growth significantly ahead of the wider UK online grocery
channel
1
. The strength of the performance was driven by order
growth of 13.1%, with an increase in customers
2
of 12.5% and
an improved frequency of purchase. Mature customers (those
with five or more orders) grew by 11.5%.
The average basket value grew by 1.3% to £123.69. A small
decline in the average number of items in a basket was offset
by an increase of 2.2% in average selling price, remaining
below UK grocery inflation of 5.5%
1
.
The strength of the ORL customer offer continues to be
underpinned by Ocado Group’s world-leading technology,
enabling an extended range of 46,000 items, visible code life
and with 99% of items delivered as promised.
Technology deployments are
enhancing CFC productivity,
improving delivery capabilities
and driving up profitability
During the year, we successfully completed the migration of
Ocado Retail customers from Ocado’s legacy (‘Ocean’) platform,
to the full Ocado Smart Platform. This was a key initiative in
ensuring ORL’s platform remains reliable and robust in the
future, and that ORL is able to benefit from the wide range of
enhancements being developed for Ocado Group’s worldwide
partners. As a consequence, we have begun to offer short-lead
time slots from our Bristol and Purfleet CFCs, with Ocado
Retail’s fastest click-to-door of 101 minutes to date.
The efficiency of our CFCs has continued to benefit from the
rollout of our Re:Imagined technologies into the current
generation CFCs at Erith, Andover, Purfleet, Bristol, Bicester
and Luton. In aggregate, these sites improved year-on-year
their wall-to-wall variable labour efficiency by 8%, to an
average UPH of 245 in the period (FY24: 227). The Luton CFC
is at the most advanced stage of Re:Imagined technology
rollout and delivered a peak UPH of 318 during the period.
We expect these improvements to continue, enabling Ocado
Retail CFCs to meet production levels beyond their initial
designed capacity, with utilisation averaging 93% during the
year and reaching 98% of designed capacity in November.
Alongside the modules available in Erith CFC, we expect Ocado
Retail to grow into the additional capacity created within its
existing CFCs with minimal capital expenditure, leveraging
Ocado Group’s investment into its Re:Imagined technologies.
Ocado Retail reported an adjusted EBITDA
Ⓐ
of £84m (£118m
excluding the capacity fees payable for the closed Hatfield
site) in FY25, compared to £45m in FY24. This represents an
adjusted EBITDA
Ⓐ
margin of 2.7% (3.8% excluding Hatfield
capacity fees), versus 1.7% in FY24. Profitability improvements
were primarily driven by the volume-led growth of the
business and the greater efficiency of the CFCs. These
benefits were partly offset by a lower gross margin and higher
delivery costs across the industry, resulting from changes to
employers’ NICs and the National Living Wage.
1. NIQ Total Till and NIQ Homescan from Nielsen Consumer LLC, figures stated relate
to the last four weeks ending 29 November 2025.
2. Customers are classified as active if they have shopped at Ocado.com within the
previous 12 weeks. Average active customers represents the average number of
active customers over the 52-week period.
20 Ocado Group plc Annual Report and Accounts 2025
Ocado Retail strategy
Unbeatable Choice
Ocado.com offers a huge range of around 46,000 products,
providing unbeatable choice for our customers. Last year,
we added even more M&S newness to our range and
continued to showcase upcoming challenger brands
alongside our dependable range of big brands - ensuring
there is an option for everyone at Ocado.
Unrivalled Service
We aim to give our customers unrivalled online service,
delivering orders on time and in full. Last year, we continued
to deliver 99% of items as promised. Together with Ocado
Group, we’re investing in technology that gives customers
better slot availability, more flexibility in placing and editing
orders, and faster order-to-deliver times. The freshness of
our products also remains a focus. We’re committed to
offering our customers the longest shelf life possible, which
we guarantee with our Freshness Guarantee.
Reassuringly Good Value
We want to give our customers reassuringly good value.
Our Ocado Price Promise price matches over 10,000
products to tesco.com including promotions and Clubcard
prices, and our own Top Offers and regular Big Savings
events ensure we have competitive deals for our
customers. We have also expanded our Ocado Own Brand
range to give great value on everyday products.
Priorities for FY26 and beyond
Our ambition is to be the world’s leading online grocer,
delivering joy in every shop. In FY26, our strategy remains
focussed on three pillars:
• First, deliver a leading customer proposition, through
building on our range of Unbeatable Choice, ever-
improving our Unrivalled Service and delivering
Reassuringly Good Value.
• Second, drive profitable growth as part of our Smart
Growth pillar. We will do this by continuing to acquire more
customers and driving more customer value from a better
customer proposition, further improving our operational
efficiency with Ocado Group through more automation in
our CFCs and smarter last mile delivery, and maximising
our network capacity from our existing CFCs.
• Third, embed our platforms for the future. FY25 was a year
of significant tech transformation for ORL, including the
migration of our webshop and app, supply chain and last
mile to Ocado Smart Platform. Looking ahead, we are
focussed on embedding our new systems and continuing to
deploy new developments for the benefit of the customer
and the business.
21Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Headlines
The Group presents its FY25 results for the 52 weeks ended
30 November 2025.
In August 2019, the Group sold 50% of the shares it held in
Ocado Retail Limited (“Ocado Retail” or “ORL”) to Marks &
Spencer plc (“M&S”). Under the terms of the Shareholder
Agreement, the Group remained the controlling shareholder
via certain tie-breaking rights. On 6 April 2025, and as
envisaged in August 2019, the Group relinquished these
tie-breaking rights and ceased to fully consolidate Ocado
Retail’s results. This change in accounting treatment did not
result in a change in the economic interest of both shareholders
in Ocado Retail or any consideration paid by M&S.
From 7 April 2025, the Group has accounted for its investment
in Ocado Retail as an “investment in associate” using the
equity method and this accounting treatment has been applied
within the FY25 statutory results. The Group’s share of Ocado
Retail’s pre-adjusting, post-tax results is shown as “share of
results from joint venture and associate” in the Income
Statement. The Group’s share of Ocado Retail’s adjusting
items
Ⓐ
is shown within adjusting items
Ⓐ
in the Income
Statement.
In accordance with relevant accounting standards, Ocado
Retail and relevant inter-segment eliminations are reported as
a discontinued operation up to the date that tie-breaking rights
were relinquished and are equity accounted thereafter. To aid
year-on-year comparability of financial performance, the
current and prior periods’ income and expenses have been
re-presented to “equity account” for Ocado Retail from the
start of the financial period. The current and prior periods’
cash flow statements are also re-presented to reflect the
equity accounting of Ocado Retail from the start of the
financial period. The Balance Sheets as at the end of the
current and prior periods are shown on a reported basis.
Stephen Daintith
Chief Financial Officer
FY23 was a 53-week year. For comparability, the figure
presented is on a 52-week basis.
Group adjusted EBITDA
Ⓐ
(£m)
Group adjusted revenue
Ⓐ
(£m)
Underlying cash flow
Ⓐ
(£m)
FY25
F
Y24
1,214.5
1,088.0
1,361.5
FY23
FY25
F
Y24
111.7
45.5
178.0
FY23
FY25
FY24
(199.0)
(213.1)
22 Ocado Group plc Annual Report and Accounts 2025
Financial Review
The Group
• The Group delivered revenue of £1,361.5m, an increase of
12.1% year-on-year (FY24: £1,214.5m). Adjusted EBITDA
Ⓐ
increased by £66.3m to £178.0m (FY24: £111.7m).
• The Group continues to maintain strong liquidity of £1.04bn
at the end of the period, to support our future growth and to
meet our commitments as they fall due. Group underlying
cash flow
Ⓐ
including proceeds of £113.4m relating to the
Letter of Credit (“LoC”), as detailed below, improved by
£99.3m to a £99.7m outflow (FY24: £199.0m outflow). Group
underlying cash flow
Ⓐ
was a £213.1m outflow. The Group
held cash and cash equivalents at the end of the period of
£740.0m (FY24: £732.5m) and liquidity of £1.04bn
(FY24: £1.03bn).
• During the period, the Group issued £400m of senior
unsecured notes and used £335.3m of cash to redeem
£340.7m of senior unsecured debt, at a £5.4m (c.2%)
discount to par value.
Technology Solutions
• Technology Solutions delivered good revenue growth, up
13.0% to £561.2m (FY24: £496.5m) with 121 average live
modules during the period (FY24: 116), up 4.3%. At the end
of the period, we had 30 live sites (FY24: 29 sites) and 122
live modules (FY24: 123 live modules). Adjusted EBITDA
Ⓐ
for
the period was £140.3m (FY24: £80.6m), an improvement of
£59.7m. The improvement was driven by the strong profit
flow-through from the growth in average modules live,
growth in non-recurring income and continued optimisation
of our cost base.
Logistics
• Logistics revenue increased by 11.5% to £800.3m
(FY24: £718.0m) and primarily represents cost recharges to
Ocado Retail and Morrisons of £764.9m (FY24: £686.5m).
Orders per week increased by 9.8% to 619,000
(FY24: 564,000); eaches (individual items in the shopping
basket) processed increased by 8.5% to 1,436.8m
(FY24: 1,324.8m). Adjusted EBITDA
Ⓐ
for the period was
£37.7m, an increase of £6.6m (FY24: £31.1m) reflecting
higher management fees and vehicle lease income
associated with delivering higher volumes for our partners.
Ocado Retail
• Ocado Retail revenue increased by 15.4% in the period to
£3,098.8m (FY24: £2,685.8m) driven by 13.1% growth in
orders. The order growth was driven by an increase in the
average number of active customers of 12.5% and an
increase in the frequency of orders. Adjusted EBITDA
Ⓐ
increased by £39.3m to £83.9m (FY24: £44.6m) with an
adjusted EBITDA margin
Ⓐ
of 2.7% (FY24: 1.7%) driven by
strong trading performance, partially offset by increased last
mile and Customer Fulfilment Centre (“CFC”) costs to fulfil
these orders. Excluding the £34.0m (FY24: £33.2m) capacity
fees payable for the closed Hatfield CFC, Ocado Retail
delivered an adjusted EBITDA
Ⓐ
of £117.9m (FY24: £77.8m) at
a margin of 3.8% (FY24: 2.9%).
23Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Group summary
£m
FY25
pro-forma
Ⓐ
FY24
pro-forma
Ⓐ
Change
Revenue
Technology Solutions 561.2 496.5 13.0%
Logistics 800.3 718.0 11.5%
Group 1,361.5 1,214.5 12.1%
Operating costs
Technology Solutions (420.9) (415.9) (1.2)%
Logistics (762.6) (686.9) (11.0)%
Group (1,183.5) (1,102.8) (7.3)%
Adjusted EBITDA
Ⓐ
Technology Solutions 140.3 80.6 £59.7m
Logistics 37.7 31.1 £6.6m
Group 178.0 111.7 £66.3m
Share of results of joint venture and associate (13.5) (24.0) 43.8%
Depreciation, amortisation and impairment
1
(411.4) (413.9) 0.6%
Finance income
2
45.7 49.6 (7.9)%
Finance costs (146.7) (98.6) (48.8)%
Other finance gains and losses
3
(5.2) 10.0 (152.0)%
Adjusted EBT (353.1) (365.2) £12.1m
Adjusting items
Ⓐ
756.0 12.4 £743.6m
EBT 402.9 (352.8) £755.7m
Tax (14.5) 0.2 £(14.7)m
Profit/(loss) after tax
Ⓐ
388.4 (352.6) £741.0m
Ⓐ
These measures are alternative performance measures. Please refer to pages 270 to 273.
1. Depreciation, amortisation and impairment of £411.4m (FY24: £413.9m) excludes £4.7m (FY24: £1.6m) recognised in adjusting items
Ⓐ
.
2. Finance income of £45.7m (FY24: £49.6m) excludes £2.1m (FY24: £11.4m) recognised in adjusting items
Ⓐ
.
3.Other finance gains and losses of £5.2m loss (FY24: £10.0m gain) excludes a £4.1m gain (FY24: £43.6m gain) recognised in adjusting items
Ⓐ
.
This commentary is on a pre-adjusting item
Ⓐ
basis to aid understanding of the performance of the business on a comparable
basis. Adjusting items
Ⓐ
are detailed in Note 2.5 to the Consolidated Financial Statements. Adjusted profit/(loss) before tax
similarly excludes the impact of adjusting items
Ⓐ
.
24 Ocado Group plc Annual Report and Accounts 2025
Revenue for the period increased by 12.1%, an increase of
£147.0m to £1,361.5m (FY24: £1,214.5m).
Technology Solutions revenue increased by 13.0% to £561.2m
(FY24: £496.5m), an increase of £64.7m, mainly driven by 1.
the annualisation of the three sites opened during the second
half of FY24 (two CFCs for Coles in Australia and one for
Alcampo in Spain), 2. incremental non-recurring fees of £14.7m
following the cessation of Morrisons deliveries from our Erith
CFC, as announced in November 2024, 3. acceleration of
income in relation to the closure of three Kroger CFCs of
£13.6m and 4. £6.9m revenue recognised in relation to the LoC
excluding the acceleration of income noted above, detailed in
net cumulative invoiced fees below. The average number of
live modules is the key revenue driver for Technology Solutions
and average live modules increased by 4.3% to 121 (FY24: 116).
Logistics revenue increased by 11.5% to £800.3m
(FY24: £718.0m) and mainly comprises cost recharges and
management fees to its two UK partners, Ocado Retail and
Morrisons. While the volume of eaches increased by 8.5%
to 1,436.8m (FY24: 1,324.8m), revenue growth was
proportionately higher, at 11.5%, reflecting higher cost inflation
on labour and increased costs for the maintenance of our fleet.
Net cumulative invoiced fees to our partners that are reported
on our Balance Sheet and not yet recognised as revenue
increased by £124.9m to £631.5m (FY24: £506.6m). Net
cumulative invoiced fees are recognised as contract liabilities
on the Balance Sheet and reflect future revenues as these
balances will be released to the Income Statement as the
relevant performance obligations are satisfied. The net
movement of £124.9m during the period is mainly driven by 1.
the addition of the receipt of £113.4m from the LoC as
described below, 2. the deduction of revenue recognised in
the Income Statement of £97.3m as described below, 3. the
addition of amounts invoiced of £56.1m relating to incremental
staged payments from our Ocado Smart Platform (“OSP”) and
Ocado Intelligent Automation (“OIA”) partners and 4. the
addition of £54.0m primarily relating to design and set-up fees
received from ORL in prior periods, which were eliminated on
consolidation in the prior period. The release to the Income
Statement of £97.3m reflects 1. revenue recognised on
operational sites in line with IFRS 15, 2. revenue recognised in
respect of the LoC, 3. amounts received from Morrisons in
respect of the Erith CFC following the cessation of deliveries
during the period and 4. the acceleration of advance receipts
related to the three Kroger sites which closed in January 2026.
These items are explained in further detail below and in the
Technology Solutions segment review.
In June 2025, the Group drew down US$151.7m under a LoC
issued by the Bank of Nova Scotia. This arrangement was
established as part of the strategic partnership between
Ocado and Kroger, announced in 2018. The LoC was intended
to provide a capital contribution to Ocado in support of its
investment in Kroger’s online business. In line with the terms of
the agreement, which specified a seven-year maturity period,
the drawdown was executed upon the maturity date being
reached. In accordance with relevant accounting standards,
the income from the LoC is apportioned across CFCs that are
live or in construction, and initially recognised within contract
liabilities on the Balance Sheet. The income is released to the
Income Statement, within revenue, over the life of those sites,
with £12.7m recognised in the period. The cumulative income
attributable to prior periods for sites that are already live, of
£20.2m, is recognised as an adjusting item
Ⓐ
during the period.
The remaining £80.5m is included within contract liabilities on
the Balance Sheet, and will be recognised within revenue over
the remaining life of those sites, with the final amounts
expected to be recognised in 2036. The current liabilities
portion of the remaining £80.5m balance is £24.9m and
represents amounts due to be recognised as revenue within
12 months of the period end. This includes £20.5m in relation
to the closure of three Kroger CFCs.
Operating costs increased by 7.3% to £1,183.5m
(FY24: £1,102.8m). Technology Solutions operating costs
increased by 1.2% to £420.9m (FY24: £415.9m). This
comprises 1. direct operating costs of £156.6m
(FY24: £149.1m), which increased by 5.0% as labour cost
increases from the growth in average live modules were
partially offset by efficiencies in repairs, maintenance and
remote support costs during the period, 2. technology costs of
£90.7m (FY24: £92.9m), which reduced by 2.4% as the Group
focuses on targeted investment opportunities and the
successful deployment of its Re:Imagined technology and 3.
support costs of £173.6m (FY24: £173.9m) which were broadly
in line year-on-year. Support costs in the prior period benefited
from £5.1m of litigation income following the settlement
reached with MasterCard and Visa in relation to bank
interchange fees. Excluding the impact of this, support costs
reduced by £5.4m, a decrease of 3.1%, largely driven by 1. an
increase in the R&D tax credit, 2. savings across Finance, IT
and Legal, 3. lower overheads in Jones Food Company (“JFC”)
following the business appointing administrators during the
period and 4. lower Board share-based payment charges.
Logistics operating costs increased by 11.0% to £762.6m
25Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
(FY24: £686.9m) reflecting 1. a 9.8% growth in orders, 2.
higher labour costs from legislative changes to the National
Living Wage and Employers’ National Insurance Contributions
and 3. inflationary pressure on the repairs and maintenance
costs of our fleet. Cost increases were partially offset by
improved productivity across our OSP sites and efficiency in
our last mile operations.
Adjusted EBITDA
Ⓐ
was £178.0m (FY24: £111.7m) with each of
the Technology Solutions and Logistics segments delivering
strong growth in adjusted EBITDA
Ⓐ
. The £66.3m year-on-year
increase was driven by a £59.7m improvement in Technology
Solutions to £140.3m (FY24: £80.6m), and by a £6.6m increase
in Logistics to £37.7m (FY24: £31.1m). The improvement in
Technology Solutions adjusted EBITDA
Ⓐ
was mainly driven by
the strong flow-through of incremental revenue to adjusted
EBITDA
Ⓐ
. Logistics delivered positive adjusted EBITDA
Ⓐ
from
its reliable cost-plus model.
Share of results of joint venture and associate was a £13.5m
loss (FY24: £24.0m loss), an improvement of £10.5m.
The Group has two equity-accounted investments (Ocado
Retail and MHE JVCo).
• Ocado Retail operates as an online grocery retailer in the
UK. It leverages the Group’s proprietary end-to-end
technology platform and third-party logistics services to
provide consumers with a wide range of M&S and branded
grocery products. The Group’s share of Ocado Retail’s
pre-adjusting, post-tax results for the period amounted to a
£(13.7)m loss (FY24: £(24.3)m loss). This includes Ocado
Retail’s adjusted EBITDA
Ⓐ
of £83.9m (FY24: £44.6m); and
• MHE JVCo holds the Dordon CFC MHE assets which Ocado
Retail and Morrisons use to service their online businesses.
The Group’s share of the MHE JVCo profit after tax in the
period amounted to £0.2m (FY24: £0.3m).
Depreciation, amortisation and impairment decreased by
0.6% to a charge of £411.4m (FY24: £413.9m). This comprises
1. depreciation of property, plant and equipment of £218.5m
(FY24: £195.6m), 2. depreciation of right-of-use assets of
£29.3m (FY24: £28.7m), 3. amortisation expense of £125.0m
(FY24: £145.9m) and 4. an impairment charge of £38.6m
(FY24: £43.7m).
The decrease mainly reflects large-scale technology projects
that were fully amortised in the prior period and lower
impairments year-on-year. These are partly offset by
additional depreciation due to the go-live of three sites in the
prior period.
Finance costs of £146.7m (FY24: £98.6m) mainly comprise the
interest expense of £128.0m (FY24: £80.7m) on borrowings
and interest expense of £17.3m (FY24: £16.7m) on lease
liabilities. The increase of £48.1m was primarily due to the
higher interest rate on the £700m senior unsecured debt
issued in the prior period and the £400m senior unsecured
notes issued during the period, relative to the senior
unsecured notes and senior unsecured convertible bonds
partially redeemed of £681.4m in the prior period and £284.0m
redeemed during the period.
During the period, the Group raised gross proceeds of
£400.0m through the issue of senior unsecured notes, with a
coupon rate of 11% per annum, maturing in 2030. £335.3m of
the proceeds were used to fund the early partial redemption of
£117.0m of the £600m senior unsecured convertible bonds and
full redemption of remaining £223.6m of the £500m senior
unsecured notes. The redemption of the senior unsecured
notes resulted in a gain, after transaction costs, of £4.1m,
recognised in adjusting items
Ⓐ
. See Note 4.1 to the
Consolidated Financial Statements for details.
Total borrowings, excluding lease liabilities, at the end of the
period were £1,486.2m (FY24: £1,386.7m). The increase of
£99.5m was mainly due to 1. the recognition of £391.0m in
senior unsecured notes issued in the period, 2. £337.4m of
senior unsecured notes and convertible bonds derecognised
in the period, 3. accrued interest on loans and borrowings of
£123.0m, 4. interest payments of £72.4m and 5. the
derecognition of borrowings held by JFC of £4.7m on
deconsolidation from the Group.
Lease liabilities at the end of the period were £302.2m
(FY24: £311.7m) and primarily relate to 1. headleases on UK
CFCs and spokes, and large goods vehicles (“LGVs”), which
are subsequently recharged to Ocado Retail and Morrisons
and 2. UK and international Technology Solutions
Development Centres.
Finance income of £45.7m (FY24: £49.6m) comprises
1. interest income on cash balances held during the period and
principally derives from investments in money market funds
and term deposits of £27.4m (FY24: £29.5m), 2. interest
income on assets sub-leased to Ocado Retail in accordance
with IFRS 16 of £9.5m (FY24: £10.5m) and 3. interest income
on loans receivable, principally the shareholder loan to Ocado
Retail of £7.9m (FY24: £8.6m). The decrease in interest income
on cash balances was largely driven by lower interest rates
during the period.
Other finance losses of £5.2m (FY24: £10.0m gain) mainly
comprise net foreign exchange losses of £4.1m (FY24: £0.1m),
largely in respect of US, Canadian and Australian dollar
balances held.
26 Ocado Group plc Annual Report and Accounts 2025
Adjusted loss before tax of £353.1m (FY24: £365.2m) reflects
an adjusted EBITDA
Ⓐ
profit of £178.0m (FY24: £111.7m), share
of loss of joint venture and associate of £13.5m
(FY24: £24.0m), depreciation, amortisation and impairment of
£411.4m (FY24: £413.9m) and net finance costs of £106.2m
(FY24: £39.0m).
Adjusting items
Ⓐ
of £756.0m income (FY24: £12.4m income)
largely comprises 1. the gain on the statutory valuation of the
Group’s investment in Ocado Retail of £782.6m, 2. loss on
deconsolidation of JFC of £23.0m, 3. £20.2m relating to the
proportion of the LoC that is attributable to prior period
performance obligations and 4. organisational restructuring
costs of £14.8m.
In April 2025, the Group transferred its tie-breaking rights in
Ocado Retail to M&S and ceased to fully consolidate the
business. There was no change in the shareholding or
economic interest of the two shareholders and no transfer of
consideration. The Group has subsequently accounted for its
investment in Ocado Retail as an “investment in associate”
using the equity method and, in accordance with relevant
accounting standards, has recognised its 50% share of Ocado
Retail’s equity at a fair value of £750.0m. The Group therefore
recognised a gain of £782.6m on the deconsolidation of Ocado
Retail. Further details can be found in Note 2.9 to the
Consolidated Financial Statements.
On 7 April 2025, JFC, a vertical farming business in which the
Group holds an equity interest of 54.6% (FY24: 54.6%)
appointed administrators. As a result, JFC was deconsolidated
from the Group’s Financial Statements from that date. This
resulted in a loss on deconsolidation of £23.0m, which includes
a £4.7m impairment of goodwill.
Further details of all adjusting items
Ⓐ
can be found in Note 2.5
to the Consolidated Financial Statements.
Profit before tax was £402.9m (FY24: £352.8m loss).
The total tax charge in the Income Statement was £14.5m
(FY24: £0.2m credit), which comprises a corporation tax
charge of £10.0m (FY24: £6.1m) and a deferred tax charge
of £4.5m (FY24: £6.3m credit) recognised in the period.
Deferred tax assets increased due mainly to the availability
of future R&D tax relief and future utilisation of losses.
At the end of the period, the Group had £1,453.0m
(FY24: £1,441.0m) of unutilised carried-forward tax losses.
During the period, the Group did not declare a dividend
(FY24: £nil).
Earnings/loss per share
Pence FY25 FY24 Change
Basic earnings/(loss) per share 47.3 (42.3) 89.6
Adjusted loss per share (44.3) (43.8) (0.5)
The Group continues to maintain strong liquidity to support its growth plans, with cash and cash equivalents of £740.0m at the
end of the period (FY24: £732.5m) and gross liquidity of £1.04bn (FY24: £1.03bn) (including the Group undrawn revolving credit
facility (“RCF”) of £300.0m).
Net debt
Ⓐ
was £(1,048.4)m (FY24: £(965.9)m) at the end of the period.
27Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Technology Solutions
£m FY25 FY24 Change
Recurring capacity fees 444.2 415.8 6.8%
Non-recurring fees 78.5 38.4 104.4%
OIA 35.6 35.6 -
Other 2.9 6.7 (56.7)%
Revenue 561.2 496.5 13.0%
Direct operating costs (156.6) (149.1) (5.0)%
Contribution 404.6 347.4 16.5%
Contribution % 72.1% 70.0% 2.1ppts
Technology costs (90.7) (92.9) 2.4%
Support costs
1
(173.6) (173.9) 0.2%
Adjusted EBITDA
Ⓐ
140.3 80.6 £59.7m
Adjusted EBITDA %
Ⓐ
25.0% 16.2% 8.8ppts
1. The current and prior year excludes the Group’s share of the MHE JVCo profit after tax of £0.2m (FY24: £0.3m). This is now recognised in the share of results of joint venture
and associate in the Income Statement.
Key Performance Indicators
The following table sets out a summary of selected operating information in the period:
FY25 FY24 Change
No. of live modules
1,2
122 123 (0.8)%
Average live modules
1,2
121 116 4.3%
Direct operating cost (% of live sales capacity)
3
1.33% 1.55% 0.22ppts
1. A module is considered live when it has been fully installed and is available for use by our partner, or where fees are being received for the module. This includes 14 modules for
the Hatfield CFC, and the Leeds and Canning Town Zooms, which were not actively trading at the end of the period, but for which fees are being received in full.
2. A module of capacity is assumed as 5,000 eaches picked per hour and c.£79m (FY24: c.£75m) per annum of partner live sales capacity.
3. Direct operating costs as a percentage of live sales capacity reflects the average for all OSP sites live during the period. Direct operating costs include engineering, cloud and
other technology direct costs. The prior year presented the exit rate as at the period end. Under the prior year’s methodology, FY25 would be 1.35% (FY24: 1.60%).
FY25
F
Y24
116
105
84
53
121
F
Y22
F
Y23
FY21
28 Ocado Group plc Annual Report and Accounts 2025
Average live modules
£140.3m
Adjusted EBITDA
Ⓐ
(FY24: £80.6m)
£561.2m
Revenue (FY24: £496.5m)
Technology Solutions is the global technology platform
business providing OSP as a managed service to 13 grocery
retail partners and OIA solutions to our non-grocery partners.
Technology Solutions comprises 1. the revenue and direct
operating costs associated with our OSP and OIA businesses,
2. the technology costs to sustain and grow these businesses
and 3. the support costs for these businesses, including
Technology Operations, Solutions Sales and Partner Success,
OIA Sales, Finance, Legal, HR, Information Technology and
the Board.
The segment’s non-grocery business, OIA, comprises 1.
Ocado Storage and Retrieval Systems (“OSRSs”), our ultra-
high-density cubic Automated Storage Retrieval Systems
(“ASRSs”), 2. Ocado Mobile Robot System (“OMRS”), which
combines fulfilment execution software with our Autonomous
Mobile Robots (“AMRs”), namely Chuck, previously referred
to as 6RS, and Porter, our configurable and flexible
automated case-picking pallet jack, and 3. our robotic Sort
business. During the period, McKesson opened its OSRS
facility in Canada, and we signed our second OSRS contract
with Gap Inc. We continued to focus on our marketing
initiatives and expanding the sales funnel across our OIA
businesses.
Technology Solutions also includes our fully consolidated
vertical farming business, JFC. In April 2025, JFC appointed
administrators. While the administration of JFC was driven by
the broader challenges facing the vertical farming sector,
these factors do not impact Technology Solutions’ core
operations or strategic priorities.
As announced in November 2024, Morrisons ceased deliveries
from our Erith CFC during the period in order to continue
building further volumes through our Dordon CFC, as well as
expansion of deliveries from its store network where online
orders are fulfilled using the Group’s AI-powered In-Store
Fulfilment solution. While the exit results in a short-term
reduction of five live modules at the site, it provides greater
operational flexibility and supports the Group’s broader
strategy to drive efficiency and growth across its UK CFC
network. The Group expects that, in time, these modules will
be utilised by Ocado Retail.
In June 2025, the Group and Bon Preu announced an
expansion of our partnership with the ordering of a CFC, the
first for Bon Preu, in Parets del Vallès to serve the Catalonia
region. This follows strong growth in Bon Preuʼs online
business, enabled by Ocadoʼs In-Store Fulfilment solution.
In November 2025, Auchan Polska’s first CFC, located in
Warsaw, went live. At the end of the period, we had 30 live
sites, comprising 26 CFCs and four Zooms, with a total of 122
live modules (FY24: 29 live sites, comprising 25 CFCs and four
Zooms, with a total of 123 live modules).
The 122 live modules include 14 modules of capacity on sites
where Ocado Retail has ceased operations. The Technology
Solutions business continues to charge Ocado Retail capacity
fees for these modules, as it is contractually entitled to do. At
the end of the period, Technology Solutions had 27 sites, with
108 modules, in which partners were actively trading (25 CFCs
and two Zooms).
At the end of the period, we had 163 modules ordered at
sites in operation, and 35 modules ordered at sites under
construction but not yet live for AEON, Lotte and Kroger.
During the period, we continued to focus on supporting our
partners to increase volume growth to improve capacity
utilisation in their CFCs. Our Partner Success teams continue
to work closely with our partners to support sales growth,
drive operational efficiency and improve profitability.
Revenue
Revenue in the period increased by 13.0% to £561.2m
(FY24: £496.5m).
Recurring capacity fee revenue is typically index-linked and is
driven by the average number of modules live during the
period. Recurring capacity fee revenue increased by 6.8% to
£444.2m (FY24: £415.8m) and was driven by the 4.3%
increase in the average number of live modules to 121
(FY24: 116) and indexation of OSP fees.
Non-recurring fee revenue comprises 1. the upfront design
and access fees amortised in the Income Statement, 2.
revenue recognised in relation to the LoC drawn during the
period and 3. other non-recurring income generated by the
OSP business.
In accordance with IFRS 15, design and access fees are initially
recorded on the Balance Sheet, within contract liabilities, until
a working solution is delivered to the partner, i.e. the site goes
‘live’. Fees are released to the Income Statement over the
period in which the underlying performance obligations have
been satisfied.
On 18 November 2025, Kroger announced plans to optimise its
CFC network, resulting in the closure of three CFCs in January
2026. The announcement in November resulted in an
acceleration in revenue of advance receipts, previously held as
contract liabilities of £13.6m.
Income from the LoC is apportioned across CFCs that are live
or in construction, and initially recognised within contract
liabilities on the Balance Sheet. The income is released to the
Income Statement, within revenue, over the life of those sites.
29Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Excluding the acceleration from the closure of the three Kroger
CFCs, the Group recognised £6.9m within revenue.
Total non-recurring fee revenue of £78.5m (FY24: £38.4m)
increased by £40.1m largely reflecting 1. the amortisation of
fees in relation to the three sites that went live in 2H24, 2.
£14.7m of non-recurring income from Morrisons following the
cessation of deliveries for Morrisons from the Erith CFC and 3.
acceleration of income in relation to the closure of the three
Kroger CFCs of £13.6m.
At the end of the period, cumulative fees relating to OSP
partners that are not yet recognised as revenue, but instead
are recorded on the Balance Sheet within contract liabilities,
were £586.2m (FY24: £474.9m) and are largely in relation to
Kroger, Coles, AEON, ORL and Sobeys.
There are 30 legacy non-OSP modules within the 122 modules
at the end of the period. These primarily relate to the Hatfield
and Dordon CFCs, which generate a lower fee per module than
an OSP module. While the Hatfield CFC ceased trading in FY23,
the Technology Solutions business is entitled to continued
capacity fees at Hatfield, which in the period were £34.0m
(FY24: £33.2m), and continued to charge them to Ocado Retail.
OIA revenue of £35.6m (FY24: £35.6m) during the period
comprises £6.8m (FY24: £0.1m) from OSRS, £19.8m
(FY24: £26.8m) from OMRS and £9.0m (FY24: £8.7m) from
Sort. OIA revenue remained stable year-on-year with an
increase in OSRS revenue of £6.7m largely offset by a
decrease in OMRS revenue of £(7.0)m.
During the period, we delivered our OSRS solution to
McKesson. In accordance with IFRS 15, income and
expenditure relating to the sale of third-party equipment is
recognised when services are provided. Fees in relation to the
sale of the automated warehouse system are recognised in
the Income Statement over the contract term of approximately
eight years. The associated assets including the costs of
construction are recognised within property, plant and
equipment and other intangible assets on the Balance Sheet
and are depreciated and amortised respectively over the
contract term. Costs associated with the sale of third-party
equipment are recognised in direct operating costs. During
the period, the Group recognised OSRS revenue of £6.8m
(FY24: £0.1m), primarily relating to the sale of third-party
equipment to McKesson.
At the end of the period, cumulative fees relating to OIA
partners that are not yet recognised as revenue, but instead
are recorded on the Balance Sheet within contract liabilities,
were £45.3m (FY24: £31.7m), including McKesson.
OMRS revenue decreased by £(7.0)m during the period due to
fewer contracts going live during the period and a non-
recurring adjustment made in the prior period relating to the
treatment of sales within the OMRS business.
Other revenue primarily relates to equipment sales to retail
partners of £2.4m (FY24: £5.3m) recognised as revenue under
IFRS 15 (the cost of this equipment is recognised within direct
operating costs).
Direct costs
Direct operating costs largely relate to the day-to-day costs
of operating our CFC, Zoom and OIA sites, primarily
engineering support, maintenance and spares, and the costs
of hosting the technology services for partners. Direct
operating costs also include cost of sales primarily relating to
equipment sales to OSP and OIA partners.
Direct operating costs increased by £7.5m (5.0%) to £156.6m
(FY24: £149.1m). The increase primarily reflects 1. incremental
costs associated with the volume growth in sites opened during
the current and prior year and 2. costs associated with the sale
of third-party equipment to McKesson. The increase was partly
offset by efficiencies in repairs and maintenance, and remote
support costs during the period.
Contribution margin increased by 2.1ppts to 72.1%
(FY24: 70.0%). The increase was partly driven by higher
non-recurring income of £14.7m from Morrisons, following the
cessation of deliveries from the Erith CFC, revenue recognised
in respect of the LoC of £12.7m, and the accelerated
recognition of advance receipts relating to the three Kroger
sites which closed in January 2026 of £7.8m. The underlying
improvement in contribution margin reflects the good progress
made to reduce repair and maintenance costs in our CFCs and
to optimise labour spend across our sites and remote support
locations.
30 Ocado Group plc Annual Report and Accounts 2025
Technology and support costs
Technology costs that are expensed primarily reflect costs
incurred during activities in the early stages of innovation,
before projects meet the criteria for capitalisation. This
includes research and discovery work undertaken to explore
and assess problems and opportunities. Other people-related
costs include management time and live system support, while
other non-people technology costs include hardware,
software and cloud costs. Technology costs in FY25 reduced
by £2.2m to £90.7m (FY24: £92.9m), through reduced
non-capitalisable hardware and consultancy spend, as the
Group continues to focus on targeted investment opportunities
and the successful deployment of its Re:Imagined technology.
Support costs are costs incurred in supporting the global
operations of the business. These costs include Solutions and
OIA Sales, Partner Success, Technology Operations, Finance,
HR, IT and Legal.
Costs decreased by £0.3m to £173.6m during the period
(FY24: £173.9m). Support costs in the prior period included the
one-off benefit of a settlement reached with MasterCard and
Visa in relation to bank interchange fees, which generated a
net income of £5.1m. Excluding this benefit, support costs
reduced by £5.4m, a reduction of 3.0%, largely driven by 1. an
increase in the R&D tax credit, 2. savings across Finance, IT
and Legal, 3. lower overheads in JFC following the business
appointing administrators during the period and 4. lower Board
share-based payment charges, as noted below. These savings
were partially offset by our continued investment in developing
our commercial teams (OIA and Solutions Sales, and Partner
Success), supported by an experienced leadership team,
which is dedicated to driving growth for new and existing
partners.
Board costs of £16.4m (FY24: £19.3m) are included within
Technology Solutions support costs. The year-on-year
decrease of £2.9m was mainly driven by a lower share-based
payment charge of £5.6m (FY24: £7.7m) following the
cessation of the Value Creation Plan during the prior period.
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the period was £140.3m (FY24: £80.6m),
an improvement of £59.7m. Adjusted EBITDA margin
Ⓐ
improved by 8.8ppts to 25.0% (FY24: 16.2%). The strong profit
flow-through from the £64.7m growth in revenue was driven
by 1. the benefits of scale from more modules going live in our
CFC sites, 2. the ongoing optimisation of direct CFC operating
costs (including labour and maintenance costs) which have
reduced as a percentage of live sales capacity, 3. incremental
non-recurring revenue and 4. the continued optimisation of our
Technology cost base.
31Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Ocado Logistics
£m FY25 FY24 Change
Cost recharges
1
764.9 686.5 11.4%
Fee revenue
1
35.4 31.5 12.4%
Revenue 800.3 718.0 11.5%
Other income 2.0 4.0 (50.0)%
Fulfilment and delivery costs (690.1) (625.4) (10.3)%
Technology and support costs (74.5) (65.5) (13.7)%
Adjusted EBITDA
Ⓐ
37.7 31.1 £6.6m
1. Cost recharges include £6.8m (FY24: £4.9m), primarily relating to the recharge of LGV leases. In the prior year, this income was included within fee revenue. The cost of these
leases are recognised outside of adjusted EBITDA
Ⓐ
in accordance with IFRS 16.
Ocado Logistics is our third-party logistics business providing services to partners in the UK (Ocado Retail and Morrisons). The
Logistics business operates automated warehouses and provides the associated supply chain and delivery services to our UK
partners, and recharges these costs in full, together with an additional management fee of c.4%. The business also generates
revenue from capital recharges charged to Ocado Retail relating to certain historical Material Handling Equipment (“MHE”) assets
used to provide logistics services that were not transferred to Ocado Retail on its formation. The segment includes 1. revenue
from cost recharges (primarily CFC and delivery costs incurred), capital recharges and the management fee for operating all UK
sites, 2. the related CFC fulfilment and delivery costs, 3. technology costs directly related to sites and any non-OSP customer
platform technology costs and 4. costs relating to central functions to support the provision of the Logistics business.
Key Performance Indicators
The following table sets out a summary of selected operating information in the period:
FY25 FY24 Change
Total eaches (million) 1,436.8 1,324.8 8.5%
Orders per week (000s) 619 564 9.8%
OSP CFC UPH
1,2
245 227 7.9 %
DP8
3
21.5 21.0 2.4%
1. Measured as units picked from the CFC per variable hour worked by operational personnel.
2. OSP CFCs are all CFCs excluding Dordon.
3. DP8 represents the drops per standardised eight-hour shift for Ocado Retail only.
32 Ocado Group plc Annual Report and Accounts 2025
Total eaches picked (million)
OSP CFC UPH
£37.7m
Adjusted EBITDA
Ⓐ
(FY24: £31.1m)
FY25
F
Y24
1,325
1,182
1,196
1,273
1,437
F
Y22
F
Y23
FY21
FY25
F
Y24
227
208
184
168
245
F
Y22
F
Y23
FY21
Ocado Logistics operates a cost-plus business model. Client
volumes in the sites we operate are a key driver of our revenue
and costs. During the period, average orders per week across
our two partners increased by 9.8% to 619,000
(FY24: 564,000), while the volume of eaches processed
increased by 8.5% to 1,436.8m (FY24: 1,324.8m).
Revenue
This comprises 1. cost recharges, which are the recharge of
variable and fixed costs incurred to provide fulfilment and
delivery services, which are recharged to Ocado Retail and
Morrisons, 2. a c.4% management fee charged on those
rechargeable costs, and 3. capital recharges to Ocado Retail
for the use of certain fixtures and fittings, and plant and
machinery that were not transferred to Ocado Retail on its
formation as a separate business.
Cost recharges increased by £78.4m to £764.9m
(FY24: £686.5m), up 11.4%. These costs represent the
operational costs that are recharged to Ocado Retail and
Morrisons for the provision of third-party logistics services.
The key driver of the cost recharges is the volume of orders
and eaches processed through the CFC sites. While total
eaches increased by 8.5%, cost recharges increased at a
faster rate, increasing by 11.4% primarily due to inflationary
pressure on 1. labour costs within our CFCs and service
delivery operations following legislative increases to the
National Minimum Wage and Employers’ National Insurance
Contributions during the period and 2. the repairs and
maintenance of our fleet. This was partially offset by fulfilment
efficiencies driven by the continued roll-out of our Re:Imagined
technology and higher volumes through our sites. Cost
recharges are greater than rechargeable costs of £742.1m
(FY24: £667.0m) as cost recharges also include lease income
for lease costs in shared sites and LGVs, where we are
providing a service, for which the cost is included outside
adjusted EBITDA
Ⓐ
.
Fee revenue of £35.4m (FY24: £31.5m) increased by 12.4%
mainly due to an increase in management fees of 11.2% to
£27.7m (FY24: £24.9m). Management fees are c.4% of
rechargeable costs.
Fee revenue also includes £7.7m of capital recharges
(FY24: £6.6m). Capital recharges relate to charges to Ocado
Retail for the use of certain assets that are owned by the
Group and utilised by Ocado Retail. For partner-shared sites
(primarily Dordon and Erith), capital recharges are accounted
for as revenue as we are considered to be providing a service
(per IFRS 16). For sites that are used exclusively by Ocado
Retail (primarily Purfleet, Bristol and Andover), this income is
accounted for in accordance with IFRS 16 (outside of adjusted
EBITDA
Ⓐ
) as we are considered to be providing a finance
lease.
Included within revenue is £13.1m (FY24: £12.0m) relating to
the shared Erith site, comprising capital recharges of £7.0m
(FY24: £5.5m) and rent recharges of £6.1m (FY24: £6.5m).
Other income
Other income of £2.0m (FY24: £4.0m) relates to MHE JVCo
asset rental income. The year-on-year decrease of £2.0m
was mainly driven by the expiry of large MHE asset rental
agreements in the prior period. These agreements were
made as part of the original fit-out of the Dordon CFC. Other
income is presented within operating costs in the
Consolidated Income Statement.
Fulfilment and delivery costs
These costs comprise the costs of fulfilment and delivery
operations which are recharged to Ocado Retail and Morrisons.
Total fulfilment and delivery costs increased by 10.3% to
£690.1m (FY24: £625.4m) with eaches increasing by 8.5% to
1,436.8m (FY24: 1,324.8m). Costs increased faster than the
growth in eaches primarily due to inflationary pressure on
1. labour costs within our CFCs and service delivery operations
following legislative increases to the National Minimum Wage
and Employers’ National Insurance Contributions during the
period and 2. the repairs and maintenance of our fleet.
CFC productivity improvements are demonstrated by the
improvement in UPH in OSP CFCs (Erith, Andover, Purfleet,
Bristol, Bicester and Luton), which improved year-on-year to an
average UPH of 245 in the period (FY24: 227). With the
introduction of the Re:Imagined technologies including
On-Grid Robotic Pick (“OGRP”) and Auto Frame Load (“AFL”),
our Luton CFC delivered an average UPH of 289 (FY24: 239)
and peak UPH of 318 during the period, significantly ahead of
our expectations.
33Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
A higher UPH results in a lower labour requirement and
therefore lower costs for the same volume. The improvement in
UPH and resulting productivity improvements, partially offset
the legislative increases to the National Minimum Wage and
Employers’ National Insurance Contributions during the period.
The efficiency of our delivery operations is measured by DP8.
This increased by 2.4% to an average of 21.5 drops per
standardised 8-hour shift for Ocado Retail (FY24: 21.0 drops).
The improvement was mainly driven by 1. increased order
volume driving order density, 2. improvements in on-time
management to ensure deliveries are made within their
allocated time slot and 3. improvements to routing accuracy.
This supported an expansion of a programme focused on
routing efficiency. These improvements were partially offset by
1. inflationary pressures on labour costs as noted above and
2. investment from our partners into same-day deliveries and
improved slot availability, which impacted efficiency but
improved the customer proposition.
Technology and support costs
Technology and support costs increased by £9.0m to £74.5m
(FY24: £65.5m) and comprise 1. head office and related costs
to operate the Logistics business, 2. technology costs related
to the operating of our pre-OSP grocery fulfilment platform
and 3. the non-capitalised element of the programme costs to
transition our UK partners from the pre-OSP technology
platform to OSP.
Technology and support costs increased due to 1. labour cost
inflation, 2. recruitment of personnel to deliver efficiencies in
supply chain and last mile planning and 3. higher head office
costs from management incentive schemes and acceleration
of share-based payment charges. Head office costs and a
portion of technology costs are recharged to our partners as
part of our contractual agreements. The cost of operating the
pre-OSP platform, the transition to OSP and ongoing Logistics
systems costs, totalling £18.5m (FY24: £17.1m), are not
recharged to partners.
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the period was £37.7m, an increase of
£6.6m (FY24: £31.1m) principally driven by 1. increased
management fees of £2.8m from supporting the online growth
of our UK retailers, 2. £2.4m additional revenue from the
recharge of higher inflation driven lease costs, where the cost
of these leases is recognised outside of adjusted EBITDA
Ⓐ
and
3. incremental recharges of costs to Ocado Retail of £1.9m,
following the unwind of the transitional services agreement
(“TSA”) set up on the creation of the joint venture.
34 Ocado Group plc Annual Report and Accounts 2025
Ocado Retail
£m FY25 FY24 Change
Revenue 3,098.8 2,685.8 15.4%
Gross profit 1,041.3 914.3 13.9%
Gross profit % 33.6% 34.0% (0.4)ppts
Fulfilment and delivery costs (583.1) (513.6) (13.5)%
Marketing costs (44.8) (43.7) (2.5)%
Support costs (125.3) (116.0) (8.0)%
Fees (204.2) (196.4) (4.0)%
Adjusted EBITDA
Ⓐ
83.9 44.6 £39.3m
Depreciation and amortisation (70.2) (59.7) (17.6)%
Net finance costs (41.1) (33.4) (23.1)%
Operating loss before adjusting items (27.4) (48.5) 43.5%
Adjusting items (16.9) (15.8) (7.0)%
Tax – – –
Loss after tax (44.3) (64.3) 31.1%
50% Ocado Group share of loss after tax (22.2) (32.2) 31.1%
Reported in Ocado Group’s share of results of joint venture (13.7) (24.3) 43.6%
Reported in Group adjusting items
Ⓐ
(8.5) (7.9) (7.6)%
Ocado Retail is the UK online grocery retail business serving a broad range of shopper missions. Ocado Retail is a 50% owned
joint venture with M&S.
As described on page 22, the Group’s share of Ocado Retail’s pre-adjusting, post-tax results are now shown as “share of results of
joint venture and associate” in the Income Statement. The Group’s share of Ocado Retail’s adjusting items are now shown within
adjusting items
Ⓐ
in the Income Statement.
The Group and ORL no longer have coterminous accounting periods. ORL now aligns its accounting periods to M&S’s financial
calendar, with its financial periods ending one week earlier than Ocado Group’s. To aid year-on-year comparability of financial
performance, the current and prior periods’ income and expenses have been re-presented to equity account for Ocado Retail from
the start of the financial period, with an adjusted treatment of the week commencing 31 March 2025 to derive 52 weeks of
performance for the period ending 23 November 2025. All balances are presented on this basis, unless otherwise stated.
35Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Key Performance Indicators
The following table sets out a summary of selected Ocado.com operating information in the period:
Ocado.com
1
FY25 FY24 Change
Average active customers (000s)
2
1,176 1,045 12.5%
Average orders per week (000s) 500 442 13.1%
Average basket value (£)
3
123.69 122.09 1.3%
Average selling price (£)
4
2.81 2.75 2.2%
Average basket size (eaches) 44.0 44.3 (0.7)%
1. Ocado.com excludes Zoom by Ocado as Ocado.com represents the core business of Ocado Retail.
2. Customers are classified as active if they have shopped at Ocado.com within the previous 12 weeks. Average active customers represents the average number of active
customers over the 52-week period.
3. Average basket value (£) is defined as product sales divided by total orders.
4. Average selling price (“ASP”) (£) is defined as product sales divided by total eaches.
Revenue
Revenue increased by 15.4% to £3,098.8m (FY24: £2,685.8m)
driven by growth in Ocado.com, with a 13.1% order growth to
500,000 orders per week (FY24: 442,000 orders per week)
and a 1.3% growth in basket value to £123.69 (FY24: £122.09).
The 13.1% growth in orders was driven by strong customer
acquisition with the average number of active customers
increasing by 12.5% during the period to 1,176,000
(FY24: 1,045,000). The active customer base at the end of the
period was 1,233,000 (FY24: 1,119,000), up 10.2%.
Ocado.com grew its share of the online grocery market to 14.0%
in the four weeks to 29 November 2025 (Nielsen), up 1.1ppts
year-on-year (FY24: 12.9% in the four weeks to 30 November
2024). The online grocery market in the UK now represents
13.4% (FY24: 12.7%) of the total grocery market (Nielsen).
The average basket value grew by 1.3% to £123.69
(FY24: £122.09) driven by a modest increase in average selling
price to £2.81 (FY24: £2.75). The 2.2% increase in average
selling price on Ocado.com remained well below UK grocery
inflation of 5.5% (Nielsen). The increase in basket value was
partially offset by a decline in average basket size from 44.3 to
44.0 eaches.
Gross profit
Gross profit increased by 13.9% to £1,041.3m (FY24: £914.3m).
Growth was lower than the 15.4% revenue growth due to a
decrease in gross profit margin from 34.0% in FY24 to 33.6% in
FY25. The recent ‘Extended Producer Responsibility’
legislation includes increased responsibilities on sustainable
packaging, adding further cost pressures.
Gross profit includes the net benefit of supplier-funded media
income of £98.0m (FY24: £89.7m) and the cost of discount
vouchers redeemed by customers of £28.7m (FY24: £27.5m).
Fulfilment and delivery costs
CFC costs primarily comprise labour costs, property costs,
consumables and related costs in CFCs, and increased by 6.5%
to £195.5m (FY24: £183.6m). Costs increased at a slower rate
than the 13.1% growth in average orders per week principally
due to improved CFC productivity. The OSP CFCs (Erith,
Andover, Purfleet, Bristol, Bicester and Luton) showed robust
improvements in productivity reaching an average of 245 UPH
(FY24: 227 UPH), an improvement of 7.9% partially driven by the
introduction of OGRP during the prior period. The newest CFC
for Ocado Retail in Luton delivered an average UPH of 289
(FY24: 239) and a peak UPH of 318 during the 52-week period
36 Ocado Group plc Annual Report and Accounts 2025
Year end active customers
£83.9m
Adjusted EBITDA
Ⓐ
(FY24: £44.6m)
£3,098.8m
Revenue (FY24: £2,685.8m)
FY25
F
Y24
1,119
998
942
832
1,233
F
Y22
F
Y23
FY21
ending 30 November 2025. The average UPH for Ocado.com
improved by 5.9% from 220 to 233.
Service delivery costs comprise labour, fleet, fuel and related
costs to enable the delivery of orders to customers. Costs
increased by 18.3% to £371.6m (FY24: £314.2m), driven by
1. the growth in the number of orders (+13.1%), 2. inflationary
pressure on labour costs following the legislative changes to
the National Living Wage and Employers’ National Insurance
Contributions and 3. higher repairs, maintenance and
insurance costs of the fleet. The increase in costs was partially
offset by an improvement in the efficiency of our last mile
operations.
Utilities costs across CFCs and service delivery increased by
1.3% to £16.0m (FY24: £15.8m).
Marketing and support costs
Marketing costs comprise the cost of marketing activities to
customers, such as digital performance marketing and brand
advertising. This excludes vouchering costs, which are
deducted in revenue. Marketing spend as a percentage of
revenue decreased to 1.4% (FY24: 1.6%) reflecting the
continued optimisation of the marketing channel mix.
Support costs of £125.3m (FY24: £116.0m) comprise head
office, customer support and other overhead costs for Ocado
Retail. The £9.3m, 8.0%, increase year-on-year was driven by
1. cost inflation partially reflecting the legislative increase in
Employers’ National Insurance Contributions, 2. increased
headcount to support business growth, including the
annualisation of senior, strategic vacancies in the prior period
and 3. contractual increases in IT costs. As a percentage of
revenue, support costs decreased to 4.0% (FY24: 4.3%).
Fees
Fees comprise 1. OSP fees paid to Technology Solutions for
the operation of OSP and Re:Imagined technologies of
£178.9m (FY24: £170.2m), 2. logistics management fees of
£22.5m (FY24: £19.6m) and 3. capital recharges paid to
Ocado Logistics of £2.8m (FY24: £6.6m). Fees of £204.2m
(FY24: £196.4m) increased by £7.8m, driven by the index-
linked OSP fees due to Technology Solutions. Fees include the
ongoing fees for the closed Hatfield CFC.
£m FY25 FY24 Change
CFC (195.5) (183.6) (6.5)%
Service delivery (371.6) (314.2) (18.3)%
Utilities (16.0) (15.8) (1.3)%
Fulfilment and delivery costs (583.1) (513.6) (13.5)%
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the Retail business was £83.9m
(FY24: £44.6m). The primary drivers for the £39.3m year-on-
year increase were growth in active customers and orders
driving trading performance, partly offset by higher service
delivery and CFC costs to fulfil these orders.
The Retail business delivered an adjusted EBITDA margin
Ⓐ
of
2.7% (FY24: 1.7%), an improvement of 1.0ppt. Excluding the
£34.0m (FY24: £33.2m) capacity fees payable for the Hatfield
CFC, the adjusted EBITDA
Ⓐ
for the Ocado Retail business would
have been £117.9m (FY24: £77.8m) at a margin of 3.8%
(FY24: 2.9%).
Below adjusted EBITDA
Ⓐ
Depreciation and amortisation increased by £10.5m to
£70.2m (FY24: £59.7m). The increase was largely due to
capital assets and rent in relation to the Erith CFC site now
being accounted for, as a sole customer site, as a finance lease
in accordance with IFRS 16. In the prior period, as a shared
customer site, these charges were recognised within operating
expenses in the Income Statement. Also included within
depreciation and amortisation was an increase year-on-year
due to additional motor vehicle charges from a larger fleet.
Net finance costs comprise gross interest costs less gross
interest income. Net finance costs of £41.1m increased by
£7.7m (FY24: £33.4m) largely reflecting higher lease interest
expense relating to 1. the Erith CFC site and 2. new motor
vehicle leases and lower interest income on lower average
cash balances.
Adjusting items of £16.9m expense (FY24: £15.8m expense)
primarily comprise transformation costs relating to the
transition from legacy platforms onto OSP, IT systems
transformation costs to transition from the Group to a
standalone platform, and the deconsolidation from the Group
and consolidation into M&S.
There was no taxation in the period (FY24: £nil).
Loss after tax of £44.3m decreased by £20.0m
(FY24: £64.3m). The primary drivers for the increase were the
improved adjusted EBITDA
Ⓐ
performance, partly offset by
increased depreciation and lease interest costs.
37Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Capital expenditure
Capital expenditure largely comprises 1. new site construction costs, 2. deployment of our Re:Imagined innovations, 3. technology
development costs to enhance OSP and 4. construction costs in our OSRS business. Group capital expenditure for the period was
£382.6m (FY24: £386.4m), a decrease of £3.8m.
The £382.6m of capital expenditure includes £47.6m relating to the capitalisation of grid, bots and MHE at McKesson’s facility, which
opened during the period.
Excluding this, capital expenditure decreased by £51.4m primarily due to a reduced level of capital expenditure for Technology
development costs. We continue to remain focused on capital discipline and operate a thorough capital allocation approval process.
An analysis of capital expenditure by key categories is presented below:
£m FY25 FY24 Change
CFC sites 157.4 162.6 (3.2)%
Technology R&D 156.5 196.6 (20.4)%
Group support and other 9.8 13.0 (24.6)%
OIA 47.6 - 100.0%
Technology Solutions 371.3 372.2 (0.2)%
Logistics 11.3 14.2 (20.4)%
Group capital expenditure 382.6 386.4 (1.0)%
Technology Solutions
CFC sites capital expenditure primarily relates to the construction of new sites and costs associated with upgrading our existing
live sites, and totalled £157.4m in the period (FY24: £162.6m), a year-on-year decrease of £5.2m. The investment during the
period of £157.4m primarily relates to the construction of new sites including the Warsaw site for Auchan Poland, which went live
in 2H25, the Busan site for Lotte and the Hachioji site for AEON, both expected to go live in FY26, and the installation of
Re:Imagined innovations.
Technology development spend decreased by £40.1m to £156.5m (FY24: £196.6m) as the Group reached an inflection point in its
development cycle after several years of elevated investment levels. During the period, we continued to focus on targeted
investment in OSP and our key Re:Imagined innovation projects with our newest generation 600 Series bot launching in live CFCs.
In addition, we continued to invest in our two new products: a pallet-moving Autonomous Mobile Robot (“AMR”), which drives
efficiencies into case-picking processes, and a de-palletiser that will benefit the solutions available to non-grocery partners
through our OIA business.
£m FY25 FY24 Change
CFC technologies 79.2 104.9 (24.5)%
Ecommerce 25.2 30.2 (16.6)%
Logistics and supply chain 22.4 21.7 3.2%
Other 29.7 39.8 (25.4)%
Technology 156.5 196.6 (20.4)%
We continue to enhance our customer proposition through OSP, delivering world-class end-to-end grocery and non-grocery
ecommerce and fulfilment solutions. OSP includes ecommerce, order management, forecasting, routing and delivery, our grid, bots
dexterous robotics and other material handling elements.
38 Ocado Group plc Annual Report and Accounts 2025
• CFC technologies are at the core of our OSP proposition.
This capital expenditure encompasses the ongoing
development of our grid and bots, peripheral MHE and
software. This investment is focused on reducing both the
capital cost and the ongoing operational running costs of the
CFC for the partner and Ocado Group.
We invested £79.2m in CFC and ISF technologies during the
period (FY24: £104.9m), reflecting our ongoing commitment
to optimising the OSP technologies in our CFC operations.
Our investment focused on optimising site design,
improvements in picking and enhancing our outbound
operations. These investments delivered the successful
launch of our 600 Series bot and 600 Series compatible grid
in live CFCs during the period.
• Ecommerce: We invested £25.2m (FY24: £30.2m) in
developing our ecommerce platform to enhance every
aspect of the shopper journey, including improvements to
the search and browse experience. During the period, we
continued to invest in driving customer conversion,
customisable homepages, marketing reporting and
frictionless payments. We successfully launched the
webshop for Lotte and also invested in the development of
the webshop for Panda, including Arabic search support,
which is expected to launch later this year. We successfully
trialled an on-demand proposition with Morrisons to enable
customers to collect their shopping in under one hour from a
nearby store.
• A key benefit of OSP is our expertise in Logistics and
supply chain, which underpins our end-to-end solution. In
FY25, we invested £22.4m (FY24: £21.7m) in our
capabilities, with the focus of our investment on the
optimisation of the grocery supply chain and efficiency of
the last mile delivery. During the period, we deployed
Ocado Swift Router across multiple sites, enabling same-
day and short-lead time delivery from CFCs at scale, while
maintaining routing efficiency. We continued to invest in
planning automation and operational tooling to improve
routing accuracy and further reduce our cost to serve.
• Within the supply chain, we further strengthened our
proposition by enhancing our analytics capabilities, making
it easier for partners to identify risk and take insight-
informed actions across forecasting, ordering and
inventory management. We delivered targeted user
experience improvements that simplify navigation and
reduce the time taken to locate relevant forecasts and
purchase orders. We extended planning horizons within our
tooling, enabling partners to plan labour and operational
resources further into the future. In addition, we trialled
solutions to reduce the number of totes per order and last
mile fulfilment costs and implemented aggregator support,
enabling retailers to integrate OSP with third-party
marketplaces and operate these as an additional customer
order channel.
• The balance of the spend predominantly relates to our
teams creating tooling and development systems
necessary to deliver for the wider Technology function,
where we invested £29.7m (FY24: £39.8m).
Group support and other capital expenditure comprise
projects relating to support costs systems and infrastructure.
Other capital expenditure of £9.8m is £3.2m lower year-on-
year (FY24: £13.0m).
Logistics
Capital expenditure of £11.3m (FY24: £14.2m) largely relates to
technology system development of £10.0m (FY24: £12.8m) to
transition our UK partners from our legacy platforms onto OSP.
During the period, the Group successfully migrated the
Ocado.com website, associated mobile applications, and last
mile and supply chain system services for Ocado Retail from
the legacy platforms onto OSP.
39Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Cash flow
£m
FY25
pro-forma
Ⓐ
FY24
pro-forma
Ⓐ
Adjusted EBITDA
Ⓐ
178.0 111.7
Cash received from contract liabilities (upfront fees) 65.0 99.2
Proceeds from the Letter of Credit 113.4 -
Other working capital movements 20.5 17.6
Interest paid (92.6) (46.2)
Corporation tax paid (3.0) (7.7)
Adjusting items
Ⓐ
37.0 83.1
Other non-cash items (30.4) (5.2)
Operating cash flow 287.9 252.5
Capital expenditure (excl. OIA) (334.7) (393.4)
OIA capital expenditure (38.6) -
Dividend from joint venture 0.8 2.8
Net proceeds from interest-bearing loans and borrowings 55.1 26.8
Repayment of lease liabilities (33.2) (32.6)
Net proceeds from share issues 2.6 4.6
Other investing and financing activities 72.9 67.2
Movement in cash and cash equivalents (excl. FX changes) 12.8 (72.1)
Effect of changes in FX rates (5.3) (4.2)
Movement in cash and cash equivalents (incl. FX changes) 7.5 (76.3)
Cash and cash equivalents at beginning of period 732.5 808.8
Movement in cash and cash equivalents (incl. FX changes) 7.5 (76.3)
Cash and cash equivalents at end of period 740.0 732.5
Cash and cash equivalents (including foreign exchange changes) increased by £7.5m (FY24: reduction of £76.3m) to £740.0m
(FY24: £732.5m). There was an improvement in net cash flow of £83.8m year-on-year.
Operating cash flow improved by £35.4m to an inflow of £287.9m (FY24: £252.5m cash inflow). Key movements in cash flow
during the period can be analysed as follows:
• Adjusted EBITDA
Ⓐ
improved by £66.3m to £178.0m (FY24: £111.7m).
• Cash received from contract liabilities: cash inflow of £65.0m (FY24: £99.2m cash inflow). The decrease during the period is
driven by lower upfront design and access fees paid by our grocery retail partners of £42.7m (FY24: £72.6m) mainly reflecting
fewer sites going live in the current year, and following the go-live of three sites in the prior period. Customer advances
received by our OIA business in respect of customer project builds reduced by £4.3m to £22.3m (FY24: £26.6m).
• Proceeds from the Letter of Credit: cash inflow of £113.4m (FY24: £nil).
• Interest paid: cash outflow of £92.6m (FY24: cash outflow of £46.2m) comprises £75.3m interest and charges on borrowings
(FY24: cash outflow of £29.5m) and £17.3m for the interest element of assets held under finance leases (FY24: £16.7m). The
increase during the period mainly reflects the higher coupon payments on the Group’s borrowings issued in the prior period.
• Corporation tax paid: cash outflow of £3.0m (FY24: £7.7m cash outflow) reflects tax paid in the period in respect of
overseas entities.
40 Ocado Group plc Annual Report and Accounts 2025
• Adjusting items
Ⓐ
: cash inflow of £37.0m (FY24: £83.1m
cash inflow) principally relates to cash-settled adjusting
items
Ⓐ
and comprises the following:
• £58.4m (FY24: £100.0m) proceeds from the settlement of
AutoStore patent litigation and cross-licence pre-2020
patents;
• £14.8m (FY24: £5.0m) organisational restructuring costs;
and
• £6.7m (FY24: £11.9m) Finance and HR system
transformation costs.
• Other non-cash items of £(30.4)m (FY24: £(5.2)m)
comprises:
• revenue recognised from long-term Solutions contracts of
£(71.9)m (FY24: £(39.3)m) and revenue recognised from
long-term OIA contracts of £(6.3)m (FY24: £nil);
• share-based payments charge of £38.8m (FY24: £37.2m);
• movements in provisions of £9.2m (FY24: £(2.6)m); and
• other smaller movements of £(0.2)m.
The movements above result in an operating cash inflow of
£287.9m (FY24: cash inflow of £252.5m). The following
movements explain the overall movement in cash and cash
equivalents inflow of £7.5m (FY24: cash outflow of £76.3m):
• Capital expenditure (excl. OIA) of £334.7m
(FY24: £393.4m) primarily relates to 1. new site construction
costs, 2. deployment of our Re:Imagined innovations and
3. technology development costs to enhance OSP. Cash
capital expenditure of £334.7m is lower than accounting
capital expenditure (excluding OIA) of £335.0m mainly due to
the timing of cash spend on capital items. This difference is
reflected in accruals and prepayments on the Balance Sheet.
• OIA capital expenditure of £38.6m (FY24: £nil) relates to
construction costs incurred by the OSRS business in
respect of grid, bots and MHE at McKesson’s facility that
opened during the period. In the prior period, £9.0m of this
was recognised within inventory and other working capital
movements.
• Net proceeds from interest-bearing loans and borrowings
of £55.1m (FY24: £26.8m) comprises:
• gross proceeds from the issue of senior unsecured notes
of £400.0m due in 2030. £280.6m of the gross proceeds
was used to fund the early partial redemption of existing
senior unsecured convertible bonds and senior
unsecured notes, due in 2025 and 2026 respectively, at a
c.2% discount to par. This reflected a net cash inflow of
£119.4m;
• redemption of the remaining principal at par and accrued
interest of the senior unsecured notes due in 2026 of
£54.7m; and
• transaction costs of £9.6m.
• Other investing and financing activities of £72.9m
(FY24: £67.2m) comprise:
• £28.1m (FY24: £28.9m) of interest received on treasury
deposits. The reduction in interest received on treasury
deposits primarily reflects the lower interest rate
environment, with average SONIA rates declining from
5.1% in FY24 to 4.3% in FY25. This impact was partially
offset by proactive treasury management, including a
continued focus on yield optimisation and the repatriation
of cash from global bank accounts. As a result, the
average proportion of cash invested in higher-yielding
instruments, such as money market funds and term
deposits, increased from 68% to 80% over the year.
• £27.0m (FY24: £25.9m) received from Ocado Retail in
respect of assets leased in accordance with IFRS 16;
• £9.0m (FY24: £2.3m) repayment of loans from joint
ventures, associates and investee companies; and
• £8.8m (FY24: £nil) proceeds from sale of the Group’s
investment in Paneltex.
41Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Review continued
Underlying cash flow
Ⓐ
£m
FY25
pro-forma
Ⓐ
FY24
pro-forma
Ⓐ
Movement in cash and cash equivalents 7.5 (76.3)
Adjusting items
Ⓐ
(37.0) (83.1)
Proceeds on disposal of asset held for sale – (18.5)
Proceeds on disposal of unlisted equity investments (8.8) –
Purchase of unlisted equity investments and loans to investee companies (9.0) 7.7
Cash received in respect of contingent consideration – (1.6)
Financing
1
(57.7) (31.4)
Effect of changes in FX rates 5.3 4.2
Underlying cash flow
Ⓐ
(incl. Letter of Credit) (99.7) (199.0)
Proceeds from the Letter of Credit (113.4) –
Underlying cash flow (213.1) (199.0)
1. Financing of £57.7m (FY24: £31.4m) includes net proceeds from interest-bearing loans and borrowings of £55.1m (FY24: £26.8m) and net proceeds from share issues of £2.6m
(FY24: £4.6m).
Underlying cash flow
Ⓐ
for the Group was a £213.1m outflow (FY24: £199.0m outflow). The movement was primarily driven by 1. a
£46.4m increase in interest paid, reflecting the refinancing of the Group’s borrowings at a higher rate in FY24, 2. £38.6m
capitalised construction costs for our OSRS solution, which mainly comprise grid, bots and MHE at McKesson’s OSRS facility that
opened during the period and 3. £34.2m decrease in cash received from partners for the build and design of MHE, and advances
received by our OIA business. These were partially offset by 1. £66.3m improvement in adjusted EBITDA
Ⓐ
and 2. £58.7m
reduction in capital expenditure, primarily due to lower Technology capital expenditure as the Group focuses on targeted
investment opportunities.
Underlying cash flow
Ⓐ
is the movement in cash and cash equivalents excluding the impact of adjusting items
Ⓐ
, proceeds on
disposal of asset held for sale, proceeds on disposal of unlisted equity investments, investment in unlisted equity investments and
loans to investee companies, cash received in respect of contingent consideration, costs of new financing activity, acquisition of
subsidiaries and foreign exchange movements. We focus on underlying cash flow because it measures the cash inflows and
outflows that relate to the core operations of the Group and excludes key one-offs detailed above.
42 Ocado Group plc Annual Report and Accounts 2025
Liquidity management
£m
30 November
2025
1 December
2024 Change
Cash and cash equivalents 740.0 732.5 7.5
£600m senior unsecured convertible bonds (Dec-25) (56.0) (167.2) 111.2
£500m senior unsecured notes (Oct-26) – (223.6) 223.6
£350m senior unsecured convertible bonds (Jan-27) (334.7) (320.8) (13.9)
£250m senior unsecured convertible bonds (Aug-29) (222.0) (215.1) (6.9)
£450m senior unsecured notes (Aug-29) (456.4) (455.2) (1.2)
£400m senior unsecured notes (Jun-30) (417.1) – (417.1)
Other borrowings – (4.8) 4.8
Borrowings (1,486.2) (1,386.7) (99.5)
Lease liabilities (302.2) (311.7) 9.5
Gross debt (1,788.4) (1,698.4) (90.0)
Net debt
Ⓐ
(1,048.4) (965.9) (82.5)
During the period, the Group raised gross proceeds of £400.0m through the issuance of senior unsecured notes maturing in
2030. The £400m senior unsecured notes raised £391.0m, net of transaction costs of £9.0m. £280.6m of the proceeds was used
to fund the early partial redemption of existing debt at a c.2% discount to par. The Group redeemed £169.0m of its £500m senior
unsecured notes due in 2026 and £117.0m of its £600m senior unsecured convertible bonds due in 2025 for tender consideration
of £166.7m and £113.9m respectively, and incurred £0.3m of transaction costs.
The Group redeemed the final £54.6m of the £500m senior unsecured notes due in 2026, at par in November 2025, together with
accrued interest. Together with the £169.0m redeemed earlier in the period, this represents a total of £223.6m redeemed in the
period of the £500m senior unsecured notes.
The Group held cash and cash equivalents at the end of the period of £740.0m (FY24: £732.5m) and gross liquidity of £1.04bn
(FY24: £1.03bn), including the RCF.
The Group’s gross finance costs recognised in the Income Statement and in the cash flow statement are set out below:
£m
FY25 pro-forma
Ⓐ
FY24 pro-forma
Ⓐ
Income
Statement Cash flow
Income
Statement Cash flow
Finance income 45.7 55.1 49.6 54.8
£600m senior unsecured convertible bonds (Dec-25) (5.0) (1.5) (20.1) (5.9)
£500m senior unsecured notes (Oct-26) (5.3) (6.2) (17.4) (17.7)
£350m senior unsecured convertible bonds (Jan-27) (16.5) (2.6) (15.6) (2.6)
£250m senior unsecured convertible bonds (Aug-29) (22.5) (15.6) (7.1) –
£450m senior unsecured notes (Aug-29) (48.8) (47.3) (15.4) –
£400m senior unsecured notes (Jun-30) (24.9) - – –
Other interest and charges on borrowings (5.0) (2.1) (5.1) (3.3)
Total interest and charges on borrowings (128.0) (75.3) (80.7) (29.5)
Interest on lease liabilities (17.3) (17.3) (16.7) (16.7)
Other finance costs (1.4) – (1.2) –
Gross finance costs (146.7) (92.6) (98.6) (46.2)
Other finance gains and losses (5.2) – 10.0 –
Net finance costs (106.2) (37.5) (39.0) 8.6
43Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Balance Sheet
£m
30 November
2025
1 December
2024
Assets
Goodwill 147.8 158.2
Other intangible assets 517.8 496.5
Property, plant and equipment 1,427.5 1,555.4
Right-of-use assets 191.3 264.8
Net investment in leases 138.8 –
Investment in joint venture and associate 742.7 7.0
Trade and other receivables 148.8 193.9
Cash and cash equivalents 740.0 732.5
Other financial assets 172.3 113.7
Inventories 31.9 39.8
Other assets 20.1 8.2
Assets held for sale – 586.5
Total assets 4,279.0 4,156.5
Liabilities
Contract liabilities (631.5) (506.6)
Trade and other payables (263.3) (249.1)
Borrowings (1,486.2) (1,386.7)
Lease liabilities (302.2) (311.7)
Other liabilities (34.5) (24.8)
Liabilities held for sale – (506.4)
Total liabilities (2,717.7) (2,985.3)
Net assets 1,561.3 1,171.2
Total equity (1,561.3) (1,171.2)
The Balance Sheet as at 1 December 2024 has not been re-presented to deconsolidate Ocado Retail. The balances are shown as
reported in the prior period.
Financial Review continued
44 Ocado Group plc Annual Report and Accounts 2025
Assets
Goodwill of £147.8m decreased by £10.4m (FY24: £158.2m),
following the deconsolidation of JFC during the period, and the
foreign exchange impact of the revaluation of the balance,
which is predominantly US dollar-denominated. Goodwill of
£147.8m predominantly arose on the prior acquisition of
Kindred Systems Inc.
Other intangible assets net book value of £517.8m increased
by £21.3m (FY24: £496.5m). The movement was driven by:
• £148.5m (FY24: £177.8m) internal development costs
capitalised during the period that related to the development
of our technology capabilities for our partners, across our
CFC, Zoom and ISF solutions;
• £9.6m (FY24: £26.6m) of intangible assets acquired
primarily relating to software and patents;
• amortisation charge for the period of £125.0m
(FY24: £147.3m);
• impairment charge for the period of £11.3m (FY24: £5.9m);
and
• other smaller movements of £(0.5)m.
Other intangible assets are typically amortised over three to
five years.
Property, plant and equipment net book value decreased by
£127.9m to £1,427.5m (FY24: £1,555.4m). The movement was
driven by:
• capital additions in the period of £205.2m (FY24: £164.0m)
primarily relating to partner sites under construction, the
installation of Re:Imagined technologies and OSRS capital
expenditure;
• internal development costs capitalised during the period of
£19.3m (FY24: £23.6m) relating to OSP technology
development and deployment;
• depreciation in the period of £221.6m (FY24: £215.8m);
• the derecognition of assets with a net book value of £51.9m
that are sub-leased to Ocado Retail, following the change in
control. Amounts receivable in respect of these assets are
recognised as net investment in leases in accordance with
IFRS 16;
• foreign exchange movements of £(28.2)m (FY24: £(15.7)m);
• impairment charge of £27.3m mainly in relation to bots,
spare parts and grid components that have been upgraded,
and technology projects the Group has decided not to
pursue further;
• the derecognition of JFC assets with a net book value of
£23.2m following the appointment of administrators during
the period; and
• other smaller movements of £(0.2)m.
Tangible assets are typically depreciated over eight to
10 years.
Right-of-use assets net book value decreased by £73.5m to
£191.3m (FY24: £264.8m). This comprises land and buildings
of £153.1m (FY24: £234.6m), motor vehicles of £25.9m
(FY24: £15.5m) and fixtures, fittings, plant and machinery of
£12.3m (FY24: £14.7m). The £73.5m movement was driven by:
• new leases for assets of £19.6m comprising largely motor
vehicles;
• the derecognition of buildings with a net book value of
£63.8m that are sub-leased to Ocado Retail, following the
change in control. Amounts receivable in respect of these
assets are recognised as net investment in leases in
accordance with IFRS 16;
• depreciation charge of £32.1m (FY24: £53.5); and
• other smaller movements of £2.8m.
The Group depreciates the right-of-use assets on a straight-
line basis from the lease commencement date over the shorter
of the assets’ useful life and the lease term.
Net investment in leases of £138.8m (FY24: £nil) comprises
£107.3m (FY24: £nil) of land and buildings, relating to sites
solely used by Ocado Retail, including the Purfleet, Andover
and Park Royal sites, and £31.5m (FY24: £nil) of fixtures,
fittings, plant and machinery, primarily relating to assets
within sites. These assets are leased to Ocado Retail, and
are recognised on the Group Balance Sheet following the
deconsolidation of Ocado Retail during the period and
reflect the present value of the amounts due.
Investment in joint venture and associate of £742.7m
(FY24: £7.0m) reflects the Group’s investment in Ocado Retail
and MHE JVCo. The increase of £735.7m during the period is
primarily driven by the initial recognition of the Group’s 50%
equity interest in Ocado Retail at a fair value of £750.0m,
following the transfer of its tie-breaking rights to M&S in April
2025. At the end of the period, the Group’s investment in
Ocado Retail was £736.3m. See Note 3.5 to the Consolidated
Financial Statements for further detail.
45Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Trade and other receivables decreased by £45.1m to £148.8m
(FY24: £193.9m) and comprise:
• trade receivables, net of expected credit loss allowance, of
£53.6m (FY24: £58.9m). These primarily relate to receivable
balances due from Technology Solutions’ retail partners;
• prepayments of £48.0m (FY24: £53.3m). These mainly relate
to software maintenance payments, site support and
maintenance costs (including business rates and utilities
payments), CFC components, prepaid payroll expenses and
insurance premiums. The decrease of £5.3m is largely driven
by a reduction on advance payments on centrally held CFC
components;
• accrued income of £26.4m (FY24: £8.6m). The increase of
£17.8m largely relates to amounts due to be invoiced to
Technology Solutions’ partners, primarily ORL (previously
eliminated on consolidation); and
• other receivables of £20.8m (FY24: £73.1m). Other
receivables largely comprise tax refunds due and deposits
paid. The decrease of £52.3m is mainly driven by cash
receipts from AutoStore, which concluded in the period.
Other financial assets of £172.3m (FY24: £113.7m) comprise:
• £106.0m (FY24: £12.9m) loans receivable held at amortised
cost. The increase of £93.1m is due to the recognition of the
shareholder loan provided to Ocado Retail, which was
eliminated on consolidation in the prior period, and
repayments of loans from joint ventures, associates and
investee companies;
• £64.9m (FY24: £100.1m) unlisted equity investments held by
the Group primarily in Wayve Technologies Limited
(“Wayve”) of £42.6m (FY24: £41.7m) and Oxa Autonomy Ltd
of £16.0m (FY24: £37.4m). The decrease of £35.2m is
primarily driven by changes in the commercial outlook of
Oxa Autonomy Ltd and the disposal of the Group’s
investment in Paneltex Limited during the period. See Note
3.6 to the Consolidated Financial Statements for further
detail;
• £0.7m (FY24: £0.7m) contributions towards dilapidations
receivable; and
• £0.7m (FY24: £nil) contingent consideration receivable.
Inventories of £31.9m (FY24: £39.8m) largely comprise
Technology Solutions grid and bot spares, and OMRS Chuck
robots. Inventories decreased by £7.9m during the period
mainly due to reclassification of OIA grid, bots, and MHE
construction costs to property, plant and equipment.
Other assets of £20.1m (FY24: £8.2m) comprise:
• £13.5m (FY24: £4.7m) of deferred tax assets, of which
£8.6m relates to Polish R&D assets and £4.9m relates to
losses;
• £5.5m (FY24: £3.4m) derivative financial assets, relating to
warrants for 80 Acres; and
• £1.1m (FY24: £0.1m) derivative financial instruments.
Liabilities
Contract liabilities of £631.5m (FY24: £506.6m) primarily
relate to the consideration received in advance from Solutions
and OIA customers. Revenue is recognised when the
performance obligation is satisfied, typically when a site goes
live or OIA products and services are provided. The £124.9m
increase in the period is driven by:
• £169.5m (FY24: £103.9m) invoiced to partners for their
contracted contribution towards the initial MHE investment
made in a site, build and design of MHE, and proceeds from
the drawdown of the LoC;
• £64.4m (FY24: £34.7m) in respect of prior receipts
recognised as revenue in the period, primarily relating to
Kroger, Coles, AEON, Sobeys and ORL;
• £32.9m revenue recognised in relation to the LoC;
• £54.0m received from Ocado Retail and recognised
following deconsolidation during the period; and
• £(1.3)m foreign exchange revaluation.
The current liabilities portion of the contract liabilities balance
of £99.2m (FY24: £38.1m) represents amounts due to be
recognised as revenue within 12 months of the period end,
comprising £93.8m for retail partners and £5.4m for OSRS
solutions. Long-term liabilities of £532.3m (FY24: £468.5m)
make up the balance.
Trade and other payables of £263.3m (FY24: £249.1m)
increased by £14.2m. Trade and other payables comprise:
• accrued expenses of £129.2m (FY24: £119.1m). Accrued
expenses at the end of the period largely relate to 1. accrued
payroll expenses, 2. site support and maintenance costs,
and 3. accrued insurance and professional fees;
• trade payables of £70.4m (FY24: £58.4m);
• tax and social security payables of £41.5m (FY24: £54.1m).
Tax and social security payables at the end of the period
predominantly relate to amounts due to HMRC in respect of
UK PAYE and US Federal and US Sales Tax. The payables
total also includes overseas taxes arising on lease
arrangements and property. The movement of £12.6m
Financial Review continued
46 Ocado Group plc Annual Report and Accounts 2025
year-on-year primarily relates to the timing of UK VAT
payments; and
• deferred income of £22.2m (FY24: £17.5m). Deferred income
primarily relates to advance receipts of R&D tax credits in
Technology Solutions, OSRS Chuck fees and ongoing
capacity fees.
Borrowings of £1,486.2m (FY24: £1,386.7m) primarily
comprise the liability element of the three senior unsecured
convertible bonds and the three senior unsecured bonds held
during the period. Movements in the period include:
• £391.0m recognised on issue of the senior unsecured notes
due in 2030;
• £337.4m derecognised on the partial redemption of the
senior unsecured convertible bonds, and full redemption of
the senior unsecured notes, due in December 2025 and
October 2026 respectively;
• £123.0m accrued interest on loans and borrowings held at
amortised cost, paid bi-annually;
• £72.4m interest repayments; and
• £4.7m derecognition of borrowings held by JFC on
deconsolidation.
Lease liabilities of £302.2m (FY24: £311.7m) comprise land
and buildings of £262.9m (FY24: £281.1m), motor vehicles of
£26.3m (FY24: £15.7m) and fixtures, fittings, plant and
machinery of £13.0m (FY24: £14.9m). The decrease of £9.5m
was driven by:
• payments made of £50.5m (FY24: £80.6m);
• new leases for assets of £19.4m (FY24: £29.4m) comprising
mainly motor vehicles;
• accrued interest of £17.3m (FY24: £25.0m);
• remeasurements of £4.0m; and
• foreign exchange movements of £0.3m.
Lease liabilities of £302.2m (FY24: £311.7m) include £11.0m
(FY24: £12.4m) payable to MHE JVCo, a company in which the
Group holds a 50% interest.
Other liabilities of £34.5m (FY24: £24.8m) comprise:
• £33.5m (FY24: £23.5m) of provisions largely in respect of
dilapidation of properties and vehicles, and onerous
contracts in relation to unavoidable costs expected to be
incurred in exiting manufacturing contracts as a result of
changes to design and production; and
• £1.0m (FY24: £0.6m) of deferred tax liabilities.
Post-Balance Sheet events
On 5 December 2025, the Group and Kroger agreed a one-off
cash payment of US$350m to compensate the Group following
Kroger’s decisions to close three CFCs in January 2026 and
not to proceed with the CFC in Charlotte, North Carolina. The
payment was received by the Group on 30 January 2026.
On 9 December 2025, the Group redeemed in full, and at the
maturity date, all outstanding 2025 Convertible Bonds with an
aggregate principal of £55.8m, at par value.
On 29 January 2026, Empire Company Limited announced its
intention to close its Sobeys CFC in Calgary, largely due to the
Alberta grocery e-commerce market’s size and the rate of
expansion being slower than originally expected. On
2 February 2026, the Group received £18.5m in compensation
for the closure. Sobeys continues to serve its customers in
Ontario and Quebec through its Ocado-enabled Voilà banner,
supported by its two existing CFCs in the Greater Toronto and
Montreal areas.
On 25 February 2026, Wayve announced it had raised
US$1.2bn in a Series D investment round, bringing its post-
money valuation to US$8.6bn. Whilst the Group has not
undertaken a fair value assessment in relation to this change, it
is expected to result in a material increase in carrying value of
the Group’s investment in Wayve.
47Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Our key
stakeholders
Partners
• Strong trusted relationships with our
partners are critical to our success.
Understanding the needs of our partners
and working together enables us to help
them get the most out of our technology,
develop innovative solutions, meet our
strategic objectives and deliver on our
commitments.
• Our partners want a reliable and
financially sustainable product that is
innovative and flexible. Understanding
their businesses and challenges is
essential to meeting these expectations.
Suppliers
• Our suppliers are imperative to the
success of our business. A strong supply
chain is critical in enabling us to deliver on
our commitments to our OSP Partners
and continue to develop and grow our
business globally.
• Our suppliers want fair contractual and
payment terms; long-term strategic
relationships; equitable and compliant
supply chain practices and good social,
environmental and ethical impacts.
Environment, society and community
• Making a meaningful contribution to the
wider society enables us to generate
positive environmental and social impacts
and further our objective to operate as a
responsible business.
• This stakeholder group places greatest
importance on our approach to climate
change, Green House Gas emissions,
human rights, responsible sourcing, waste
management; and regulatory compliance.
Investors
• Our current and potential investors provide the
capital that enables us to pursue our strategic
objectives. Their continued investment supports
the development and growth of our business.
• Our investors want sustainable financial and
operational performance of the business; robust
governance; and effective management of our
strategic priorities, opportunities and risks.
Our people
• Our people are our most valuable resource. We rely on
a talented, engaged and innovative workforce
to achieve our strategic priorities: in particular,
delivering transformational technology and driving the
success of our partners and clients.
• They want opportunities for growth and development;
fair reward and recognition; a diverse and inclusive
working environment; and flexibility and choice.
48 Ocado Group plc Annual Report and Accounts 2025
Listening and responding to our stakeholders
The Board oversees how we listen and respond to stakeholder views and how these inform our strategy and key decisions.
While we value engagement with a broad range of stakeholders, including regulators and professional advisors, we have
identified certain stakeholders as key because they are fundamental to delivering our strategic priorities. To ensure the
most effective dialogue, engagement is often led by senior management or other employees rather than the Board directly.
The Board actively monitors effectiveness through Board reports and feedback via our governance structure.
Stakeholder Engagement
49Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Board engagement and oversight Group engagement Outcomes from engagement
Our people
• The meetings took place between
Non-Executive Directors (“NEDs”)
and our senior leaders and key
groups of employees.
• There was regular engagement by
Andrew Harrison, the Designated
Non-Executive Director for Workforce
Engagement (“DNED”), with our
employees, including reporting to the
Board and People Committee on key
issues and actions being taken, see
page 112.
• Key metrics that are monitored by the
Board include eNPS scores, health
and safety incidents, gender pay gap,
and compliance and whistleblowing
reports.
• We have a wide range of employee community
groups designed to connect people, enable
networking and create a sense of belonging,
as part of an inclusive workplace across
business segments, including the Ocado
National Council – a network of elected
employee representatives.
• Peakon (Technology Solutions) and Voice+
(Ocado Logistics), our employee listening tools,
are used to gather employee sentiment and
feedback and, in turn, guide responsive action.
• We published a Technology Solutions 2025
People Insights DEI Report, providing
demographic data and actionable inclusion
strategies.
• We recognise our employees across
Technology Solutions for demonstrating our
values via Peer Recognition Awards and for
length of service with our Ocadoversary
celebrations.
• Several communication channels are in place,
providing regular business and people updates
via Slack, digital newsletters, the intranet
(Ocado Logistics only) and livestreams
featuring two-way Q&A.
• Feedback from employee communication
channels was shared with the Board and
discussed during the meetings.
• In-person and virtual town halls were held
to share updates on performance and
progress against the strategic plan.
• We launched the Leading Through
Change programme across Technology
Solutions to support our leaders and
managers during organisational
transformation.
• There is alignment of the emerging talent
pipeline and new hire diversity with
ethnicity and gender targets.
• The DNED hosted two Culture Listening
Sessions to explore our ways of working
and understand and drive improvements
in our employee engagement.
• We established a new Inclusion Index
Organisation Goal for Technology
Solutions to address women’s
experience gaps in inclusion,
psychological safety and career
progression.
Investors
• The Board receives regular updates
on market sentiment and investor
feedback.
• Key metrics are monitored by the
Board, which include share price and
share register movements.
• The Board reviews and approves
material communications to investors.
• The Chair met with investors several
times throughout the year.
• Following the audit tender process,
investors had the opportunity to meet
with management to discuss the
process and outcome.
• The Company website has been refreshed to
ensure the content is meaningful and clear for
investors.
• A programme of investor roadshows and
attendance and participation at technology,
internet and retail investor conferences.
• The Chair, CFO, CEO and management
regularly engaged with our investors and
analysts on our strategic plan delivery and
other key matters.
• The FY24 and HY25 results presentations
were held in person and online, which
included a Q&A session.
• We hosted investor site visits to UK and
international CFCs, including demonstrations
of On-Grid Robotic Pick at the Luton (UK) and
operations at Monroe (USA).
• Focus was given to educating the capital
markets on our equity story.
• We continued to advance communication
of our strategy and business objectives to
current and potential investors to help
increase their understanding of our
business model and prospects.
• We continued to develop our reporting
and provide comprehensive information
regarding sustainability issues.
• We held a two-day roadshow and
meetings with debt investors ahead of
the issuance of our high-yield bond.
Stakeholder Engagement continued
50 Ocado Group plc Annual Report and Accounts 2025
Board engagement and oversight Group engagement Outcomes from engagement
Partners
• The Board regularly engaged with
senior executives of partners and
held quarterly executive leadership
meetings with all global OSP Partners.
• Regular business reports were
provided at each Board meeting on
partner relationships, including
performance and progress on
operations, key issues and potential
new partners.
• The Board received a deep dive into
key partners, with particular focus on
strengthening core partnerships and
accelerating module expansion, at the
June Board strategy meeting.
• A key metric monitored by the Board
is OSP Partner site utilisation.
• The Regional President and Account teams, the
Partner Success teams and operational teams
across the business engage directly and
continually with our OSP Partners.
• KPIs are set and feedback is provided during
ongoing projects with our partners.
• Representatives from all OSP Partners come
together periodically to work collaboratively
and discuss experiences of shared importance.
• Tailored action plans for each partner
under the Partner Success programme
continued to be implemented and
monitored.
• Regional President and Account teams for
Ocado Solutions in Asia-Pacific, the
Americas and Europe continued to
develop and implement regional support
models for partners.
• We accelerated business proof points at
the Detroit CFC by leveraging Ocado
Logistics’ UK expertise and operational
control, driving profitability improvements
and demonstrating the OSP model
effectiveness.
• We developed internal and external
training material to help partners maximise
OSP functionality.
Suppliers
• The Board received regular business
reports raising any concerns
regarding suppliers and any supply
chain issues.
• The Audit Committee oversees
prompt payment practices and
updates on the impact of the Carbon
Border Adjustment Mechanism
(“CBAM”) and sanctions and export
controls.
• The Board monitors key metrics,
including prompt payment practices
reports, engagement with suppliers
around CBAM and sanctions and
export controls.
• We have an onboarding process for new
suppliers.
• We hold weekly operational supplier meetings
to review KPIs, as well as raise and resolve
any issues.
• There are monthly operational reviews and
Quarterly Business Reviews (“QBRs”)
attended cross-functionally from both sides,
covering quality, engineering, procurement
and sustainability.
• Our Responsible Sourcing and Sustainability
(“RSS”) team manages the due diligence on
critical suppliers and high-risk manufacturing
facilities.
• We implemented and embedded supplier
relationship management, with a
structured programme of QBRs
underway.
• There is improved visibility of demand
and supply through the sales and
operations planning process.
• We continued to undertake social audits
for high-risk suppliers.
• Our suppliers are engaged on our
Supplier Code of Conduct, which outlines
the standards suppliers must uphold.
• The RSS team tracks progress to the RSS
requirements via the Supplier
Sustainability Scorecard, ensuring
suppliers are proactively meeting our
requirements.
51Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Board engagement and oversight Group engagement Outcomes from engagement
Environment, society and community
• The Board dedicated two deep-dive
sessions during the year to
sustainability, receiving updates and
progress reports on sustainability
matters.
• The Board approved the 2030
sustainability targets and, throughout
the year, monitored progress towards
achieving them.
• The Board approved the Modern
Slavery Act Statement.
• The Sustainability Committee meets quarterly
to ensure there is engagement on key issues.
• The sustainability section on our corporate
website includes our published sustainability
policies and disclosures, and a sustainability
factsheet on our performance against our
sustainability framework.
• Dedicated internal communication channels
are used to inform employees and indicate
ways that employees can get involved.
• We progressed the delivery of the Net
Zero Roadmap, with particular focus on
electrifying our fleet and incorporating
sustainability into procurement decisions.
• We made progress against our Circularity,
Conduct and Community targets (see
pages 54-55).
• We matured the control environment for
sustainability data, expanded the scope
of data receiving external assurance and
adopted a plan to meet new regulatory
requirements over the coming years.
• Ocado Foundation, relaunched in May
2025, promotes team volunteering
activities and matches funding for money
raised by employees.
• We launched a Sustainability Champions
Network in June 2025 to raise the profile
of the new sustainability goals and share
best practices.
52 Ocado Group plc Annual Report and Accounts 2025
Section 172(1) Statement
Directors’ duty to promote the
success of the Company
The Board considers that, during 2025, it has acted to promote
the success of the Company for the benefit of its members
while having due regard to the factors set out in Section 172 of
the Companies Act 2006.
How the Directors fulfil their Section 172 duty under the
Companies Act 2006:
Strategic direction and culture
• The Board held a two-day strategy meeting in June to
consider the long-term strategic direction of the Group and
the short- and medium-term steps to achieve this. See the
FY25 Refreshed Group Strategy case study opposite for
more detail.
• The Board discussed in detail and approved a refreshed
five-year plan to support profitable growth, financial
resilience and service delivery.
• The Board approved refinancing of our debt (see page 26 for
more detail) to ensure that the Group continues to maintain a
sustainable level of debt and sufficient capital to support
long-term growth.
• The People Committee received regular updates on culture,
listening and engagement, including the results from an
employee survey to understand how some employees view
our current culture, and actions to take forward.
• The Board is responsible for setting and monitoring the
culture, values and reputation of the Group, and ensuring the
culture encourages our people to adhere to our values and
demonstrate responsible business conduct. The Board
monitors the culture through various qualitative and
quantitative measures that provide insight into the culture of
the Group. The DNED provides valuable feedback from
employees to the Board and the Board reviews Peakon
engagement scores regularly. The Board set a number of
actions related to culture as a result of the Board
effectiveness review, including articulating the desired
culture and defining appropriate monitoring measures.
• The Board has reviewed and approved a number of
corporate policies in the year, including the updated
Delegation of Authority Policy, Board Division of
Responsibilities, Treasury Policy and revised Fraud
Prevention Policy.
See page 109 for more on culture
Board information and discussion
• The Board agenda this year has seen a significant focus on
strategic matters, including with our key partners, as well as
reports from across the business on performance, financing
and other external factors. These feed into discussions on
strategy and setting priorities to ensure that the potential
impact of decisions, particularly in the long term, are
understood and considered.
• The Board oversees the Group’s risk management
framework and ensures that appropriate measures are
implemented to mitigate risks that may impact the Group’s
business model, performance, solvency or liquidity.
See pages 106-107 for the key Board focus areas
Diverse set of skills, knowledge
and experience
• As part of the NED appointment process, the Board skills
matrix was refreshed and refined to ensure the
appointments reflected the future skills of the Board.
• Annually, we request key information from all Directors in
relation to their skills and experience. This is also considered
by the People Committee when discussing the Board
composition and future Board appointments.
See pages 113-115 for our Board composition,
including the skills and experience of the Directors
See page 119 for the focus of our
NED appointment process
Stakeholder engagement
The Board ensures that it understands the views and interests
of our stakeholders to enable effective consideration of these,
in decision-making and in setting our strategic priorities.
Highlights can be found on pages 48-51
You can read more about how the Board had regard to each
factor set out in Section 172 during the year in the following
sections of the Annual Report:
FY25 Refreshed Group Strategy
This year, the Board approved a refreshed Group
Strategy to drive long-term value. The Board considered
changing market trends and fully endorsed the Group’s
evolution towards an omnichannel fulfilment platform to
secure a sustainable financial footing.
When considering the strategic reset, the Board kept in
mind the need to balance growth opportunities with
financial stability and disciplined execution, including the
target to become cash flow positive by the end of FY26.
The Board supported a more capital-disciplined pathway
over near-term, higher-capital options, and supported
the establishment of a Strategy Implementation Office
and Objectives and Key Results framework to link
strategy directly to execution and coordinate delivery.
The Board considered a number of factors when
agreeing the strategic reset and the supporting delivery
model, including the long-term impact of the decision,
capital allocation and funding requirements, execution
risk, and the interests of our investors, colleagues and
partners.
Read more on page 108
Link to Section 172 Link to Stakeholders
A E F
A
The likely consequences of any
decision in the long term
B
The interests of our employees
C
The need to foster business
relationships with key stakeholders
D
The impact of operations on
community and environment
E
Maintaining a reputation for
high standards of business conduct
F
The need to act fairly
as between members
Link to Section 172 icons: Stakeholder icons:
Our people Partners
Suppliers
Investors
Environment, society
and community
53Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Section 172 Read more
A
The likely
consequences of
any decision in
the long term
• Business Model
• Our Strategy
• Group Key Performance Indicators
• Business in Focus
• Highlights
B
The interests
of the Company’s
employees
• Stakeholder Engagement
• Sustainability Report
• How Our Culture and Values Support
Our Strategy
• Monitoring the culture
C
The need to
foster business
relationships
with suppliers,
customers and
others
• Our Markets
• Business in Focus: Ocado Technology
Solutions
• Stakeholder Engagement
• Highlights
• Non-Financial and Sustainability
Information Statement
D
The impact of the
Company’s
operations on the
community and
the environment
• Business Model
• Stakeholder Engagement
• Highlights
• Sustainability Report
E
The desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
• Business Model
• Sustainability Report
• Non-Financial and Sustainability
Information Statement
• How We Manage Our Risks
F
The need to act
fairly as between
members of the
Company
• Stakeholder Engagement
• Directors’ Report
The following example demonstrates how we engaged with
stakeholders and how the Board considered Section
172 matters as part of Board discussions and decision-making.
See pages 106-107 for the key Board focus areas during
the year.
2030 targets2030 targets
Our sustainability goals are organised under four pillars, focused on the issues that matter
to our business and our stakeholders. We have made disclosures with reference to Global
Reporting Initiative (“GRI”) Standards. Our GRI Index and additional sustainability metrics
are available in our Sustainability Databook at https://www.ocadogroup.com/investors/
corporate-governance/policies-and-disclosures.
Sustainability Report
Our sustainability performance
54 Ocado Group plc Annual Report and Accounts 2025
Our technology and logistics operations rely on
energy-intensive systems. Reducing our energy
consumption and emissions is critical to our
long-term resilience and helps to reduce our
costs. Tackling our carbon footprint not only
supports our own transition to a low carbon
economy but also helps our retail partners to
achieve their Net Zero ambitions.
Efficient use of materials and resources is vital for
both sustainability and profitability. Designing
products and operations with circular principles
reduces waste, protects natural resources and
enhances our reputation for innovation. By
embedding reuse and recycling across our
business, we create value from efficiency and
support our customers’ environmental goals.
Climate
Advancing Net Zero & innovating
for energy efficiency
Circularity
By design, saving resources
& reducing waste
40% reduction in
Scope 1 and 2
GHG emissions
intensity versus
2023 baseline
8% Progress
2025
3%
40% reduction
in Scope 3 GHG
emissions
intensity versus
2023 baseline
96% Progress
2025
38%
Zero waste to
landfill
99+% Progress
2025
0.14%
95% of
end-of-life
MHE recycled
100% Progress
2025
100%
Support ORL to
halve its food
waste % versus a
0.59% baseline
33% Progress
2025
0.49%
2030 targets 2030 targets
Our Board has oversight of our sustainability framework and reviews it twice a year. It
delegates responsibility for aspects of sustainability performance monitoring to the Audit
Committee. The Sustainability Committee governs the implementation of our sustainability
strategy. It is chaired by the Chief Financial Officer and meets quarterly. For further information
on sustainability governance, see page 76-77 of our TCFD disclosure.
55Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Our reputation is built on trust. Acting with
integrity, upholding human rights and maintaining
safe, responsible practices are non-negotiable.
Strong governance and ethical supply chains
protect our people, partners and customers –
and ensure that we grow in a way that’s fair,
transparent and sustainable.
Our success depends on our people and the
communities we serve. A diverse, inclusive and
engaged workforce brings new perspectives and
drives innovation. By investing in skills and
opportunity, we create a culture where everyone
can thrive – strengthening Ocado as a business
and as a force for positive change.
Conduct
Acting safely, with integrity
& respecting human rights
Community
Fostering a diverse & inclusive
workplace, and building skills
for the future
95% completion
of Ocado Code
training annually*
72% Progress
2025
68%
Increase
Technology
Solutions eNPS to
+2 above
benchmark**
** At 30 November 2025, the benchmark score was 17* Salaried employees only
No Progress
2025
11
80%
spend with
suppliers with
EcoVadis bronze
medal or higher
25% Progress
2025
20%
40% female
representation
in our senior
leadership
83% Progress
2025
33%
100% of high-risk
suppliers complete
social audit and critical
non-conformances
remediated
58% Progress
2025
58%
10% ethnic
diversity in
our senior
leadership
50% Progress
2025
5%
Sustainability Report continued
56 Ocado Group plc Annual Report and Accounts 2025
Our value chain
Own OperationsUpstream
2
4
8
15
16
17
18
Development centres
1
2
5
7
10
11
15
16
17
18
UK CFCs
2
9
Cloud & data services
2
12
13
14
Contract manufacturers
2
12
13
14
Component suppliers
Other materials
Mining & metal processing
Our material topics and where they occur in our value chain were determined using our
2024 Double Materiality Assessment (“DMA”), which was performed with reference to
European Sustainability Reporting Standards.
57Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Downstream
6
9
Digital software
2
3
10
13
14
15
16
17
18
Logistics fleet
5
Waste service
providers
1
5
6
9
14
OIA partners
6
7
19
End consumers
1
5
6
9
14
International partner CFCs
Material topics
Climate
1
Climate change adaption
2
Climate change mitigation
3
Air pollution
Circularity
4
Resource use and efficiency
5
Waste management (excl. food)
6
Food waste
7
Microplastics and plastic waste
Conduct
8
Responsible use of AI and robotics
9
Cybersecurity and privacy
10
Occupational health and safety
11
Food safety
12
Workers in the value chain
13
Forced labour
14
Anti-corruption, anti-bribery and
protection of whistleblowers
Community
15
Corporate culture
16
Employee attraction and retention
17
Equal opportunities
18
Working conditions
19
Community relations
For our full DMA methodology statement, results and ERM CVS’ unqualified
limited assurance opinion, see https://www.ocadogroup.com/investors/
corporate-governance/policies-and-disclosures.
We remain committed to achieving Net Zero
in our own operations (Scope 1 & 2) by 2035
and in our value chain (Scope 3) by 2040.
To help us track our progress against these targets, we have
also set interim targets to reduce our Scope 1, 2 and 3 GHG
emissions intensities by 40% by 2030 from our 2023 baseline.
FY25 Performance
Scope 1 and 2
90% of our total Scope 1 and 2 (market) GHG emissions in
FY25 came from our last mile fleet, 8% from our HGV fleet and
2% from our buildings. This year, we achieved a 5% reduction
in Scope 1 and 2 emissions per 100,000 orders as we began to
realise the benefit of our activities to decarbonise our last mile
fleet.
Last mile fleet: In October 2024, we introduced EVs at two
London spokes, which completed their first full year of
operation in FY25. As we purchase 100% renewable electricity
at both sites, this has significantly reduced Scope 1 and 2
emissions for this portion of our fleet. We also improved the
fuel efficiency of our ICE vehicles in FY25, through further
optimisation of our OSP routing algorithms.
Our EV roll-out has enabled us to assess seasonal variations in
vehicle performance, maintenance needs and operation
economics across different temperatures and geographies.
We are now using this information to plan a wider roll-out to
more UK locations where sufficient power is available for the
charging infrastructure. Long-term progress on our EV roll-out
will depend on two key external challenges: advancements in
EV range and grid connectivity; we continue to collaborate
with external partners to overcome these hurdles.
HGV fleet: This year, we installed solar panels on the roof of
30% of our double-decker HGV fleet, reducing the quantity of
diesel used for maintaining on-board refrigeration.
Buildings: Our buildings and robotics technology are primarily
powered by electricity purchased from local grids. 98% of the
electricity we purchased in FY25 was renewable; for the other
2%, purchasing was controlled by landlords. In November
2025, we began an AI-powered trial at our head office to
identify opportunities to reduce our electricity use further.
Scope 3
Purchased Goods & Services and Capital Goods make up 31%
of our Scope 3 emissions. Emissions from these two
categories fell by 10% this year due to lower procurement
spend across the business. Coupled with an increase in Group
revenue, this was a key driver behind the 17% fall in Scope 3
emissions intensity this year.
Product manufacturing: We have continued to establish the
product carbon footprint (“PCF”) of key products, enabling us
to identify carbon hot-spots in our product design. This year,
we assessed the PCF of our plastic and metal totes, and Mk2
grid. We also commissioned an independent critical review of
our 600 Series bot PCF, which verified that our assessment is
aligned to ISO 14067. Through analysis of real world
operations, we have established that 600 Series bots use
approximately 60% less energy per year than our earlier
models, helping to reduce energy use and Scope 2 and 3 GHG
emissions for us and our partners.
Material topics Upstream Own Operations Downstream
1
Climate change adaption
2
Climate change mitigation
3
Air pollution
Climate
Sustainability Report continued
58 Ocado Group plc Annual Report and Accounts 2025
General procurement: We have developed a Supplier Responsible Sourcing & Sustainability Plan, requiring key suppliers to
formalise their commitment to help us meet our Scope 3 GHG emission reduction targets. We have reinforced this by introducing
scorecards into our quarterly business reviews with key suppliers, to track progress towards our shared climate goals.
Business travel and employee commuting: We offer our employees free shuttles from local stations to encourage use of public
transport. We have also updated our travel policies to minimise air travel. Emissions across these categories fell by 10% in FY25.
Roadmap to Net Zero by 2040
Our Net Zero Roadmap is built around an intensity-based reduction approach with interim milestones for 2030; this enables us to
focus on systematically lowering our emissions intensity, while continuing to support the expected growth of our business.
Net Zero in operations
2035
Scope 1 and 2 emissions intensity reduction
40% 97%
Scope 3 emissions intensity reduction 40% 80% 97%
Supplier engagement and supplier choice
Promote low carbon business travel and commuting
Maintain renewable electricity use
Buildings
20302025
Net Zero in
value chain
Installing solar PVs at CFCs to reduce grid usage
Carbon removal or avoidance
Supplier engagement and supplier choice
Supplier engagement and supplier choice
Improve energy efficiency by minimising wastage
2040
Rolling out ZEVs and alternative fuels for internal combustion engines
Reducing diesel usage per order
Net Zero refrigeration
Fleet
Reducing fuel usage per order
Buildings
Fleet
Low carbon product design principles
Circularity options for waste management
People
General
procurement
Freight
Carbon offsets
Product
manufacturing
Baseline
2023
59Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Sustainability Report continued
60 Ocado Group plc Annual Report and Accounts 2025
1. Metricsmarkedwitha△aresubjecttoindependentlimitedassurancebyERMCVSinaccordancewithISAE3000(Revised)andISAE3410forGreenhouseGas
emissions.Seepages278-279fortheassurancereport.
2. Metricsmarkedwitha#weresubjecttoindependentlimitedassurancebyERMCVSinaccordancewithISAE3000(Revised)andISAE3410forGreenhouseGas
emissions. See page 245 of the 2024 Annual Report and Accounts for the assurance report.
3. OurGHGemissionshavebeencalculatedinlinewiththeGHGProtocol.SeeourBasisofReportingonpages275-277forfurtherdetails.
4. Qualitative information on our energy efficiency actions is available on page 58.
5. Category8(UpstreamLeasedAssets),9(DownstreamTransportationandDistribution),10(ProcessingofSoldProducts),11(UseofSoldProducts),12(EndofLife
TreatmentofSoldProducts)and14(Franchises)arenotrelevanttoOcadoGroupaswedonothaveactivitiesthatrelatetothesecategories.
6. FY24 and FY23 figures for Scope 3 categories 1 and 2 have been restated. See page 275 for further details.
7. Following the deconsolidation of ORL, we have restated our Scope 3 emissions intensity target to remove ORL revenue from our baseline.
Unit
2030
target FY25 FY24 Change
Scope 1 – Direct emissions
tCO
2
e
108,631
△
103,957
#
+4%
of which UK 108,551 102,962 +5%
Scope 2 – Indirect emissions
tCO
2
e
Location-based 19,130
△
21,750
#
-12%
of which UK 18,623 21,011 -11%
Market-based 712
△
895
#
-20%
of which UK 107 97 +11%
Total Scope 1 and Scope 2 emissions
(Location-based)
tCO
2
e
127,761 125,707 +2%
of which UK 127,174 123,973 +3%
Total Scope 1 and Scope 2 emissions
(Market-based)
tCO
2
e
109,343 104,852 +4%
of which UK 108,658 103,059 +5%
Energy consumption associated with Scope 1 and 2 emissions
MWh
551,350 529,008 +4%
of which UK 548,826 522,057 +5%
Scope 1 and Scope 2 emissions intensity measure
tCO
2
e/ 100,000
orders
209
Location-based 397
△
429
#
-8%
Market-based 339
△
358
#
-5%
Energy intensity4 MWh/ 100,000 orders 1,712 1,805 -5%
Total renewable energy used MWh 104,549
△
102,070 +2%
% renewable energy used % 19
△
19 0%
Carbon offsets/credits retired tCO
2
e - - -
Scope 3 GHG emissions by Category5
3.1 Purchase Goods & Services
tCO
2
e
21,984 23,8316 -7%
3.2 Capital Goods 20,937 24,0416 -12%
3.3 Fuel and Energy-Related Activities 32,436 30,996 +5%
3.4 Upstream Transport 12,240 4,341 +182%
3.5 Waste in Operations 697 322 +116%
3.6 Business Travel 6,891 10,372 -34%
3.7 Employee Commuting 29,053 29,500 -2%
3.13 Downstream Leased Assets 14,353 19,463 -26%
3.15 Investments 87 4,027 -98%
Total Scope 3 GHG emissions 138,678
△
146,893 -6%
Scope 3 emissions intensity measure7
tCO
2
e/ £m revenue 98
100
△
121 -17%
Our GHG emissions inventory (SECR reporting)
1,2,3
Air
pollution
All of our ICE fleet vehicles meet the Euro 6 standard, and all
vehicles purchased since January 2021 meet the Euro 6d
standard. This helps to minimise harmful nitrous oxide and
particulate matter tailpipe emissions. We expect our
emissions to significantly reduce over the coming decade as
we progress with fleet electrification. Solar panels added to
the roof of our HGVs have also reduced air pollution from our
freight fleet, as vehicles need to spend less time idling to
keep the refrigeration functioning while stationary.
Water
Our operations primarily use water for cleaning purposes,
such as for cleaning vans and totes. In 2025, we used
307 million litres of water from municipal supplies. Whilst our
water usage is relatively low and has no material impact on
water availability in our locations, we have also installed
rainwater harvesting systems, water-efficient facilities, water
reclamation systems and sustainable infrastructure such as
permeable pavements and car parking at many locations.
We have used the Aqueduct Water Risk Atlas to assess the
water stress across all of our locations and those of our
partners where we have installed our technology. We
identified two of our development centres as being located in
areas with an extremely high risk of water stress by 2030,
and one partner site in the USA. Two partner sites were also
identified as having an extremely high riverine flood risk. We
continue to monitor the resilience of these sites to climate
risk and implement mitigations as appropriate. For further
information on our assessment of physical climate risks and
the mitigations we have implemented, see page 78.
Biodiversity
Our properties are typically close to large cities. We have
performed an assessment to identify which properties are in
or near legally protected areas included on the International
UnionforConservationofNature(“IUCN”)GreenListof
Protected and Conserved Areas, as well as near key
biodiverse areas (sites contributing significantly to the global
persistenceofbiodiversityasdefinedbytheIUCN).This
identified seven UK sites that are within 1km of IUCN-listed
biodiverseareas.(LeaValley,ThamesEstuaryandMarshes,
Nene Washes) None of our sites were found to be located
within legally protected areas.
This year, we performed an assessment to identify our
nature-related risks, impacts and interdependencies, using
the LEAP (locate, evaluate, assess, prepare) approach set out
by Taskforce on Nature-related Financial Disclosures
(“TNFD”). We are reviewing the results of the assessment
internally and will use it to shape our approach to nature-
based issues in future periods.
61Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Circularity
We are committed to protecting the
environment by minimising waste and
applying circular economy principles across
our operations.
Our first priority is limiting the volume of waste that we
generate. Our technology development centres continue to
work on cutting edge designs to reduce the resources needed
to manufacture our Material Handling Equipment (“MHE”) and
when they reach end of life, we prioritise re-use of parts
wherever practicable. Our OSP uses deep learning models to
predict grocery demand and minimise food waste in our retail
partners’ operations.
When waste is generated, we aim to maximise the proportion
that we send for recycling and to avoid landfill. In FY25, we
sent 92% of logistics waste for recycling or anaerobic
digestion and exceeded our 2030 target to recycle 95% of
end-of-life MHE.
This year, we decommissioned our Hatfield CFC. This resulted
in approximately 7,650 tonnes of additional operational waste,
which has driven a rise in total operational waste in FY25. The
decommissioning also resulted in 1,074 tonnes of demolition
waste, which we have recorded separately from operational
waste.
Material topics Upstream Own Operations Downstream
4
Resource use and efficiency
5
Waste management (excl. food)
6
Food waste
7
Microplastics and plastic waste
Sustainability Report continued
62 Ocado Group plc Annual Report and Accounts 2025
Metrics and targets
2030
target FY25 FY24
%
Change
Total waste (tonnes) -
operational 35,828 25,204 +42%
Total waste (tonnes) -
demolition 1,074 - N/A
% of operational waste
sent to landfill 0% 0.14% 0.04% -
% of end-of-life MHE
recycled 95% 100% 99% +1%
% of shoppers’ plastic
bags recycled 67% 61% +10%
Tonnes of ORL food
waste per tonne of
food sold
1
0.29% 0.49%
2
0.49% -
1. The indicated food waste target has been set by, and relates to, ORL.
2. The FY25 food waste percentage stated is for April to September 2025. This
date range aligns to ORL’s first half year, post-deconsolidation.
3. See page 276 for further information on our calculation methodologies.
Resource use and efficiency
We aim for innovative design which minimises the resources
needed to build and run our products. This helps us to reduce
our environmental impact and to drive cost efficiencies.
Our Re:Imagined product range has been designed to use less
materials and be more efficient than previous models. The
total weight of the 600 Series bot is three times lighter than
the previous 500 Series bot, saving raw materials and
increasing energy efficiency by approximately 60%. The bots
were developed in house using design methods such as
topology optimisation and manufacturing tools including 3D
printers. Unique in the robotics industry, 3D printing empowers
engineers to create intricate parts that have high stiffness, low
weight and a high degree of recyclability for the polymer used
to print the parts.
The algorithms that our robots use to pick and pack goods are
optimised to fill totes as compactly as possible. This year, we
have worked to refine this process further, in collaboration with
retail partners. We improved the sequencing of our picking,
allowing large items to fit into fuller bags, and also trialled
multi-temperature delivery totes, which enable more compact
packing of refrigerated and frozen items.
Together, these changes drove a 10% fall in totes for orders of
the same size during our pilot scheme. More compact packing
of plastic bags and totes reduces the number of bags and
totes that we need in our operations, cutting the plastic in our
value chain.
Waste management
(excluding food waste)
We send waste for recycling wherever possible, to minimise
the use of virgin materials upstream from our operations and
the potential for waste pollution in communities and the natural
environment.
75% of our operational waste in FY25 came from our UK
logistics operations. The non-food waste handled by Ocado
Logistics is predominantly cardboard, food and secondary and
tertiary plastic packaging. This year, we sent 99.9% of our
cardboard and plastic waste for recycling. Zero waste was
sent to landfill via our Ocado Logistics waste treatment
providers.
The remaining 25% of our operational waste in FY25 came
from our Technology Solutions operations. This includes
metals, electronics and other parts from end-of-life MHE.
Where parts are hazardous, such as batteries, we have
identified specialist waste partners that offer appropriate
circular solutions. In FY25, we dismantled and reused or
recycled 100% of end-of-life MHE, exceeding our global target
to recycle 95% of end-of-life MHE by 2030.
Five of our Development Centres are certified to the ISO 14001
environmental management standard. This process has helped
us to evolve our systems for collecting accurate and timely
data. The certification also requires annual surveillance audits,
which provides us with an independent assessment of our
waste management practices.
Total operational waste by type
Total operational waste by destination
63Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
35,828t
35,828t
a d e ect i
Key:
Cardboard & paper
MHE - m tal, batteries
and electronics
Plastics
Food
Other
11%
80%
6%
2%
0.14%
Key:
Recycled
Anaerobic digestion
Incineration
Further treatment
Landfill
& paper
etal, tterie
tron cs
21%
45%
14%
12%
8%
Food waste management
Food waste is a significant challenge in grocery retail. The
difficulty of forecasting demand and the complexity of global
supply chains can leave retailers with too much or too little
stock. Too much stock can lead to reduced profitability and
increased food waste; too little stock can lead to lower sales.
OSP mitigates these risks through smart inventory
management and enhanced forecasting.
Smart inventory management
On OSP, picking a delivery slot is the first step in making an
order. This is crucial to optimising order accuracy, as it allows
us to link results from our webshop to the CFC where the order
will be picked. Our systems can make real-time decisions on
the products to show customers because it knows what
product lines are available, what orders are due to be coming
in from suppliers, how long products will stay fresh and what
can be ordered in time to make the delivery. This keeps our
food waste low.
OSP also actively incorporates stock clearance strategies. The
system identifies products nearing expiry and initiates dynamic
pricingadjustmentsortargetedpromotionsviaretailers’digital
platforms. These actions improve product sell-through rates
and reduce food waste levels.
Enhanced forecasting
The forecasting models in OSP have been trained on years of
grocery data and continue to learn over time, understanding
patterns in shopper behaviour. Data from our webshop is
integrated with data from our supply chain, resulting in the
strongest possible forecasts. Based on predicted demand in
these forecasts, OSP automates replenishment decisions. This
eliminatesmanualstockadjustmentsandminimisesover-
ordering.
Handling food waste
Ocado Logistics actively manages food waste on ORL’s behalf.
Wherever possible, unsold food is redistributed from our CFCs
through our network of community food partners, including
CompanyShopandtheFelixProjectcharity,whichdistributes
to London charities, schools and the vulnerable in society.
Inedible unsold food is classified as waste and sent to
anaerobic digestion, which creates electricity that powers our
Dordon CFC. No food waste is sent to landfill.
Battery recycling
We have signed agreements to recycle end-of-life lithium-ion
(“Li-ion”)batteriesfromourrobotsinmultiplejurisdictions
including the UK and the USA. Under these agreements, we
use battery storage boxes certified by the UN to minimise the
risks associated with transporting hazardous goods.
By providing industrial-scale Li-ion battery recycling and
ensuring safe storage and transportation, we are helping to
mitigate the environmental hazards associated with battery
disposal.
Embedding circularity into 400s bot recycling
Our 400 Series bots first moved into production in 2014, and
remain in operation today. As 400 Series bots reach the end
of their lives and are replaced by our newer and more
resource-efficient models, we aim to dispose of them in line
with our commitment to circular practices.
After wiping and destroying any intellectual property
contained within the bot, we salvage any spare parts that
can be reused in our operational bot fleet. This helps to
reduce the energy consumed by our own product
manufacturing suppliers.
Our disassembly team then works to separate the different
metals and materials which make up the bot to allow us to
recycle the various components of the bot responsibly.
InFY25,wecompletedamajorprojecttorecycle400
Series bots held in storage in the UK. This resulted in 833
bots being recycled during the year, diverting waste from
landfill and returning resources to supply chains for
reuse in other manufacturing processes.
Sustainability Report continued
64 Ocado Group plc Annual Report and Accounts 2025
From April to September 2025, food waste was 0.49% of food
handled(FY24:0.49%),afallof17%againstORL’s2022
baseline.
We continue to collaborate closely with ORL on initiatives to
reduce food waste, with a focus on timely and accurate data
collection, real-time scanning of returns and avoiding
packaging contamination. These efforts have been
complemented by site waste assessments conducted by a
third-party consultancy, which have helped us to further
optimise our practices. As we continue to improve the
granularity of waste and surplus data, this will also allow us to
identify more ways to redistribute and recover unsold food.
Microplastics and plastic waste
We aim to mitigate the impacts of plastics on the environment
by managing plastic responsibly and ensuring our plastic waste
is responsibly recycled by approved third parties.
Plastics are important to Ocado’s operations. They are used
in our robotics technology and fulfilment delivery chain, and
account for 14% of the waste generated at our CFCs. This
plastic waste is largely secondary and tertiary packaging
used to keep grocery items in perfect condition as they are
transported. This packaging is removed at CFCs prior to
goods being loaded into grids for picking and distributing
to consumers.
Our sites include packaging handling facilities, where all
secondary and tertiary plastic packaging that is removed is
sent for sorting and separation from cardboard and other
materials. 99.9% of all plastic packaging that we handle is
recycled.
Plastics in technology and fulfilment
We use a mix of metal and durable plastic totes to store goods
in our CFCs and transport them to customers. These crates are
designed to be long-lasting and reusable and are recycled at
end of life, forming a core part of our sustainable logistics
strategy. Beyond delivery, plastics are essential to our
technology solutions. Components of our MHE are made with
high-performance plastics, ensuring durability and efficiency
in our operations.
Closed-loop recycling of our shoppers’
carrier bags
In the UK, we use single-use carrier bags to help us efficiently
deliver groceries to our customers, preventing damage caused
by spillages, and to keep groceries safe and hygienic as we
transport them from our high-tech warehouses and deliver
them to the homes of our customers.
To minimise the impact of these carrier bags on the
environment, we have operated a voluntary take-back
recycling scheme since 2015. In FY25, our delivery drivers
collected 67% of the plastic bags back from our customers at
thedoorstep(FY24:61%).Wethenreturnedthemtothe
original manufacturer to make into new bags – closing the loop
on this aspect of plastic use.
Our plastic bags supplied to customers are made of 60%
recycled material and our freezer bags are made of 40%
recycled content. Their grey colouring avoids water-intensive
bleaching processes and uses vegan-friendly ink. We continue
to work with our supplier on increasing the recycled content of
the plastic bags and have recently reduced their thickness,
resulting in a 10% decrease in plastic use per bag.
OSP can support various alternatives to single-use plastic
carrier bags. With several partners outside of the UK, we
facilitate paper and bagless delivery according to their
preferences.
65Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Conduct
At Ocado, we are committed to acting safely,
with integrity, and respecting human rights.
We are committed to rigorous governance of data privacy,
cybersecurity and the responsible use of AI and robotics. We
protect the safety of our workers through our health and safety
policies, and we strive to ensure good business conduct is
present both internally and throughout our supply chains.
Code of Conduct
Our Code of Conduct outlines the ethical principles which
guide our actions. It encapsulates our mission, values and
policies for employees, and emphasises the importance of
complying with our minimum standards and expectations. This
year, we made updates to reflect our AI commitments and our
new sustainability goals. The latest version of the Code is
available at https://www.ocadogroup.com/investors/
corporate-governance/policies-and-disclosures.
Salaried employees complete training on the Code of
Conduct every year either as part of their induction or as
refresher training. In July 2025, we continued the roll-out of
our gamified format designed to boost engagement with this
training.
Our hourly paid workers in our logistics business are informed
on relevant topics in our Code of Conduct through site-based
communication campaigns. Our annual communications
calendar ensures that core compliance topics are regularly
communicated to all salaried and hourly paid employees.
Material topics Upstream Own Operations Downstream
8
Responsible use of AI and robotics
9
Cybersecurity and privacy
10
Health and safety
11
Food safety
12
Workers in the value chain
13
Forced labour
14
Anti-corruption, anti-bribery and
protection of whistleblowers
Sustainability Report continued
66 Ocado Group plc Annual Report and Accounts 2025
Metrics and targets
2030
target FY25 FY24
%
Change
Completion Rate of
Ocado Code training
1
>95% 68% ND
2
N/A
% of suppliers who have
signed Supplier Code
of Conduct 73% 55% +33%
Spend with suppliers
who hold at least
a bronze medal
on EcoVadis 80% 20% 11%
3
+82%
% of high-risk suppliers
who have completed
a social audit and
remediated any critical
non-conformances
100% 58% 5% +1,060%
1. Salaried employees only.
2. Comparative not disclosed.
3. Comparative restated. For more information, see page 275.
4. Seepages276-277forfurtherinformationonourcalculationmethodologies.
As pioneers in grocery and automation technology, we
embrace advances that boost efficiency. We have embedded
AI across our operations, including in our demand forecasting
models, our robotic Material Handling Equipment (“MHE”) and
our last mile routing software. Driving efficiencies across these
areas helps us to reduce our environmental impact and to
improve the economics of our products.
We recognise how important it is to have clear ethical
guidelines on the use of these technologies. Our responsible AI
and robotics commitments shape our approach. They apply to
all AI and robotics systems that we develop, procure or deploy.
This year, we updated our Code of Conduct training to include
a module on responsible use of AI.
Our cross-functional AI Strategy & Governance Group is
responsible for assessing our risk appetite and making
decisions on how we use AI at Ocado and ensuring all
employees are appropriately trained in its use.
Our responsible AI and
robotics commitments
Fairness: Using high-quality, representative data sets to
mitigate bias in our systems.
Transparency and explicability: Ensuring systems are
well documented to demonstrate reliability and track
back issues, as well as provide an easily understandable
explanation of our systems for users.
Governance: Ensuring appropriate accountability
structures are in place before internal or third-party
systems are deployed. Regularly monitoring systems to
check performance.
Robustness and safety: Integrating privacy and security
into design, assessing safety considerations and building
in appropriate safeguards.
Impact: Ensuring interactions with people are conducted
with respect and empathy. Considering the impact of
automation on affected staff, communicating in an
upfront way and providing opportunities for re-skilling
where possible.
All AI use cases are registered in a central database and
are evaluated against our commitments, our established
compliance and risk frameworks, and their potential risk under
relevant legislation such as the EU AI Act (the “Act”). Where
use cases are flagged as high risk, they are escalated for
detailed review by the AI Strategy & Governance Group.
In line with the Act, we are committed to ensuring that none
of our AI systems fall into the category of “Prohibited AI
Practices”. Based on our interpretation of the Act, we have not
identified any prohibited use cases.
The AI Strategy & Governance Group reports to the Risk
Committee at least twice per year. The Audit Committee
monitors the effectiveness of the Risk Committee in governing
AI use and reports key findings to the Board.
The field of AI use and robotics is rapidly evolving. We
acknowledge that further work will be required to ensure
ongoing compliance with emerging guidance. As part of our
commitment to meeting the Act’s high standards, we will
continue to review and refine our processes.
Cybersecurity and privacy
Cybersecurity remains a Group principal risk for Ocado (see
page92).Accordingly,theRiskCommitteereviewsthe
effectiveness of our risk management plan twice per year and
delivers an update to the Audit Committee and the Board.
The Information Security Committee is responsible for
providing strategic oversight of our Information Security
Management System. To safeguard both our systems and the
services that we provide to our clients, we have developed a
layered defence model that is supported by a skilled and
experienced team of information security professionals.
This includes:
• a 24/7 security operations centre to detect and respond to
security incidents;
• a vendor assurance programme to manage third-party cyber
risks;
• a comprehensive programme of regular security testing of
our applications and infrastructure, including monthly scans
and simulations;
• cybersecurity awareness training and regular
communications campaigns;
• a “secure by design” approach, embedding security into our
software development process;
• detailed incident management and recovery plans; and
• monitoring of regulatory developments to ensure
compliance with and the applicability of regulations and
external standards, such as PCI DSS.
Responsible use of AI & robotics
67Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
As digital attacks continue to increase in sophistication, we
continue to enhance our cybersecurity programme. We track
emerging cyber risks, using a range of threat intelligence
methods, including automated scanning, static and dynamic
application security testing, and penetration testing. Our
policies are reviewed and updated annually to counter any
identified threats or relevant legislation.
This year, we enhanced our identity and access controls to
aligned to new guidance from the National Cyber Security
Centre (“NCSC”).
The operating effectiveness of our security controls are
subjecttoannualassurancefromanindependentlyprovided
Service Organisation Control (“SOC 2”) report. This provides
our clients with an independent assessment of our security
controls. We did not experience any cyber incidents this year
which were reportable to the NCSC.
Data privacy
We process data from a range of stakeholders, including
personal data from our employees and from shoppers who
place grocery orders through OSP. Protecting the data that we
process is a core principle for our business and features as part
ofourprincipalrisks(seepage92).
Our data privacy approach is set out in our Global Data Privacy
Accountability Framework. This framework is modelled on the
requirements of the EU General Data Protection Regulation
(“GDPR”), which we use as a baseline for Data Protection Policy
across all Ocado entities. The framework also incorporates
specific requirements from local laws and complementary laws,
such as the EU AI Act.
We continually monitor emerging risks and legislation, using a
range of third-party sources. We then review our Global Data
Privacy Accountability Framework each year and make
updates where appropriate. This year, we strengthened our
processes around AI to safeguard against risks of
unauthorised access and potential bias within AI systems. We
also updated the framework to reflect changes made to data
privacy laws in Singapore.
To reinforce awareness of our data privacy policies, salaried
employees complete training on data privacy every year, as
partoftheirOcadoCodetraining(seepage66).Wealso
assess the implementation of our framework across the
business through annual data privacy compliance audits.
Executive oversight of data privacy is led by our Personal Data
Committee, which is chaired by the Group General Counsel
and is accountable to the Audit Committee. During FY25, the
Committee reviewed findings from our annual compliance
audits, agreed updates to strategy to address emerging risks,
and approved annual policy reviews and annual training
programmes.
We did not identify any personal data incidents which were
reportable to the ICO or other data protection authorities. In
recognition of our performance on data privacy in FY25, our
Data Protection Officer has been nominated for ‘Outstanding
DPO:LargeCompanies’atthePicassoAwardsEurope.
Occupational health and safety
Ensuring the health, safety and wellbeing of our employees
and partners is a core priority at Ocado. We manage a range of
safety issues across our business including food safety, driver
safety, product safety, technology engineering and the safety
ofourpeopleacrossalldifferentjobfunctions–fromoffice-
based to our personal shoppers in our CFCs. We also promote
best practices on our partners’ sites and work collaboratively
with them to achieve integrated safety management.
Policy and governance
The Board has oversight of health and safety and reviews key
performance metrics at every meeting. The Global Health,
Safety,Fire&Environment(HSFE)Committee,chaired
quarterly by the Group General Counsel and Company
Secretary, provides strategic governance and drives
continuous improvement on health, safety, fire and wellbeing
matters across the Group.
Our HSFE Policy is approved by our Board and applies to all
workers, including contractors and temporary staff, and can be
found on our website at https://www.ocadogroup.com/
investors/corporate-governance/policies-and-disclosures.
We have safety management systems designed to align with
ISO standards. Five of our Technology Development Centres
are certified to ISO 45001 and we have begun certification for
one of our CFCs.
Implementing safety initiatives
and employee training
Senior leadership emphasises the importance of effective
safety management and drives a culture of continuous
improvement.
We are proud of our risk-mitigating automation technologies,
which enhance employee safety and wellbeing for our own
operations and those of our partners. Enhancing fire safety of
our products remained a focus in FY25. We have designed an
innovative new storage layout for our distribution centres and,
in July 2025, we conducted a large-scale burn test, in
partnership with our insurers, to evaluate its effectiveness at
limiting the spread of fire. The test, which imitated a worst-
case scenario, was successful and we are now starting to
implement the new storage layout across our installations.
Sustainability Report continued
68 Ocado Group plc Annual Report and Accounts 2025
We also performed an internal audit of our fire prevention and
mitigation strategies in September 2025, which has helped us
to refine our approach to further mitigating our fire risk across
our business.
Our HSFE professionals continue to work closely with our
technology teams in the development phase of new products,
helping to incorporate safer design into our 600 Series bots,
automated battery handling systems and grid installation
processes. Another example of this is AFL, which automates a
processtraditionallyassociatedwithmusculoskeletalinjury.
Salaried employees complete HSFE training annually as part of
their Ocado Code training, and hourly paid workers complete
in-person HSFE training as part of their induction programme.
In 2025, we rolled out an additional multi-module fire safety
training programme for all engineers working in our operations.
By November, 89% of them had completed the full curriculum.
Monitoring performance and continuous
improvement
We implement proactive risk management strategies to
identify, assess and mitigate a wide range of hazards.
We conduct HSFE inspections across all our sites at least
annually to validate assumptions, challenge practices and
ensure consistent application of best practices, supporting
compliance to our Group standards and continuous
improvement. We also continued the stress-testing of
emergency plans across our CFCs, and have now completed
this exercise at all global CFCs.
Our insurer conducts annual fire safety audits at all of our CFCs;
additional risk assessments across our UK portfolio are also
conducted by an external, independent UKAS-accredited
organisation. In 2025, these assessments did not identify any
“very high risk” findings – those which require immediate
attention to prevent loss of life.
Food safety
We recognise our obligation to take steps to keep food under
our control safe, ensure it meets legal requirements and
satisfies consumer expectations at the point of delivery.
Our documented Quality Management System is aligned
with the BRCGS Global Standard Food Safety and contains
various key controls, including:
• Temperature control: ensuring products are stored and
transported at appropriate temperatures to maintain safety
and quality.
• Stock management: reducing risk by managing inventory
effectively.
• Traceability: enabling swift identification and removal of
unsafe food from the market.
We employ a risk-based approach to managing food safety
and quality assurance, rooted in the Hazard Analysis & Critical
Control Point (“HACCP”) framework. This approach is
implemented through an end-to-end food safety risk
assessment of the Ocado Logistics operation and by applying
food safety policies and practices to manage those risks. The
effectiveness of the management policies and practices is
evaluated through a structured schedule of food safety
risk-based audits.
We encourage our employees to challenge and report any
failures or deviations from safety policies whilst adhering to
Company procedures and actively participating in maintaining
a positive food safety culture.
It is also our responsibility to ensure our logistics operations
safeguard against substandard products reaching customers.
To assist with this, our fleet of temperature-controlled vehicles
is equipped with monitoring systems that record temperature
data at predetermined intervals, ensuring compliance with
standards. Weekly temperature checks are also completed
across all Ocado Logistics sites to verify operational integrity.
Forced labour and workers
in the value chain
By integrating responsible sourcing into our procurement
process, we continue to strengthen our efforts to protect
workers in our value chains, with a particular focus on reducing
the risk of human rights abuses, modern slavery and child
labour.
Governance
The Board has oversight of the processes, procedures and the
governance framework in place for responsible sourcing. It is
responsible for reviewing and approving our Modern Slavery
Act Statement and Human Rights Policy. Both documents can
be found online at https://www.ocadogroup.com/investors/
corporate-governance/policies-and-disclosures.
The Sustainability Committee holds executive responsibility for
this topic and meets quarterly. This committee is chaired by
our Chief Financial Officer.
We also monitor our ability to meet stakeholder expectations
on modern slavery and human rights using third-party
benchmarks. In 2025, we improved our CCLA Modern Slavery
UKBenchmarkscoreandplacedatthetopendofTier2:
Evolving Good Practice.
69Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Supplier Code of Conduct
Our Supplier Code of Conduct establishes a framework that
outlines the standards and principles all of our suppliers are
expected to uphold in their business operations and
interactions when working with or on behalf of Ocado. It can
be found on our website at https://www.ocadogroup.com/
investors/corporate-governance/policies-and-disclosures.
The Code reflects our commitment to respecting human rights
and aligns with internationally recognised standards, including
the Universal Declaration of Human Rights and the
International Labour Organisation’s Declaration on
Fundamental Principles and Rights at Work. This year, we
updated the Code to include new stipulations on responsible
use of AI and on the mining of critical minerals.
We expect suppliers to sign a commitment to operate in line
with our Supplier Code of Conduct during onboarding or
contract renewal.
Enhancing human rights standards in our
supply chains
Throughout our operations, we seek to mitigate the
infringement of human rights and commit to addressing any
adverse impacts we identify in line with the UN Guiding
Principles on Business and Human Rights (“UNGP”). In line with
the UNGP and Organisation for Economic Co-operation and
Development (“OECD”) guidelines for responsible business
conduct, we take a risk-based approach and prioritise greater
due diligence on new and existing business-critical suppliers
operating in inherently high-risk regions and industries for
human rights abuses.
Onboarding processes for new suppliers
In line with our Procurement Policy, all new suppliers are
required to complete a standard Supplier Compliance
Statement. This process ensures that financial, ethical and
regulatory compliance standards are rigorously upheld during
supplier selection.
Suppliers that are in scope for enhanced due diligence are also
required to complete a pre-qualification questionnaire, in
which they answer detailed questions and upload evidence of
policies for each of the areas outlined in our Supplier Code of
Conduct. This allows us to perform additional screening for
compliance with modern slavery and human rights legislation
before we begin a relationship with the supplier.
Assessments of high-risk suppliers
We require all suppliers identified as high risk to carry out
annual social audits and commit to regular meetings that
facilitate the closure of any critical non-compliances or
breaches of zero-tolerance issues.
Mapping of suppliers by geography
Key
Direct suppliers
High-risk supplier
manufacturing facilities
UK
Netherlands
Australia
South Korea
Sweden
Poland
Norway
Germany
Austria
Japan
China
Ireland
Luxembourg
France
Czechia
USA
Mexico
Canada
Switzerland
Spain
India
Taiwan
Singapore
Sustainability Report continued
70 Ocado Group plc Annual Report and Accounts 2025
Audits must be performed by an approved independent
third-party organisation and be unannounced or semi-
announcedwithinafour-weekwindow.Weaccept4-Pillar
SMETA, Amfori BSCI, SA8000 and Responsible Business
Alliance audits.
In FY25, we categorised 43 manufacturing facilities in our
supply chains as high risk, representing more than 25,000
workersatsitesinmultiplejurisdictions(seepage70).
Subsequently, these sites have undergone third-party social
assessments, leading to the identification of critical non-
conformances at 7 facilities. These issues included extremely
high working hours, lack of rest days, absence of worker
representation, unpaid overtime premiums and wage
deductions, and potential indicators of forced labour.
We are working with suppliers on remediation plans, which
include corrective actions such as reimbursements and
changes to working practices. We are no longer engaging with
one supplier as we assessed that they were not committed to
closing out critical non-compliances identified during an audit.
Monitoring progress and continuous
improvement
In 2024, our responsible sourcing due diligence programme
was focused on direct suppliers in our technology product
manufacturing supply chain. This year, we expanded its scope
to cover suppliers of Goods Not For Resale with a spend above
£1m, which includes key suppliers of IT products and services,
and of our Logistics division. This has allowed us to track the %
of our suppliers who hold a bronze Ecovadis scorecard across
a much wider proportion of our spend.
We require all in-scope suppliers to complete an EcoVadis
desktop assessment annually. We then conduct quarterly
meetings where appropriate to discuss the results and areas of
improvement in a collaborative manner. In 2025, we prioritised
engaging directly with those suppliers that received low
scores in the areas of labour, human rights and sustainable
procurement to encourage future improvements across these
three areas.
We also continue to monitor legislation to identify emerging
requirements and best practice. This year we began
preparations to implement specific due diligence requirements
contained in the EU Battery Regulation 2023/1542 and Forced
LabourRegulation(EU)2024/3015,whichareduetocomeinto
force in 2027.
During FY25, we had no confirmed reports of forced labour or
human trafficking within our operations.
Training and education
During the year, we conducted training for our Procurement
specialist teams on key responsible sourcing processes and
topics including:
• Responsible Sourcing Screening process: Teams were
trained on their roles and responsibilities within the process
to further embed it into business as usual. This will be an
annual training to align teams on any changes made to
process, while ensuring new starters are aware.
• EcoVadis Training: The Procurement team was trained on
the EcoVadis framework, allowing team members to analyse
and understand the results of desktop assessments
performed by our suppliers.
Anti-corruption, anti-bribery and
protection of whistleblowers
We take a zero-tolerance stance to bribery and corruption as
detailed in our Code of Conduct and our publicly accessible
Anti-Bribery Statement.
Our Anti-Bribery Policy establishes clear guidelines for our
employees on the reporting of gifts and hospitality, provides
key principles for interactions with third parties and operates in
conjunctionwithourProcurementPolicytomaintainethical
standards throughout our value chain. Our anti-bribery
standards and compliance obligations are embedded within
our standard purchasing terms and conditions, and are
reinforced by our supplier qualifying procedures and checks,
which include requirements for completion of a supplier
compliance statement and a sanctions compliance form. All
salaried employees complete learnings on anti-corruption and
anti-bribery annually as part of the Ocado Code training.
We continually monitor emerging legislation and update our
compliance framework where appropriate. This year, we have
refreshed our fraud programme in response to the “failure to
prevent fraud” legislation, which came into force in the UK in
September 2025.
“Speak Up”, our whistleblowing programme, allows employees
and third parties to confidentially report concerns via phone or
online channels 24/7, and is managed by an independent third
party. Remedial action is taken as relevant when a report is
substantiated.
The Board receives reports twice a year on the use of the
Speak Up service, how issues were managed and any
mitigating actions taken. The Risk Committee receives similar
reports quarterly.
71Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Community
Our people are critical to our success. They
provide the innovation behind our cutting-
edge products and deliver excellent service
to our partners every day.
As an employer working at the forefront of the technological
revolution, we are committed to growing skills for the future.
Our training schemes offer all our employees the chance to
develop and progress, setting up our business to respond to
challenges. We are also committed to having a positive impact
in our local communities in building skills for the future through
our programmes such as “Code for Life”.
Our Board recognises the importance of cultivating an open,
innovative and inclusive culture, where employees feel valued
and choose to stay and grow their career. Our strategy is
overseen by the People Committee, which meets quarterly to
address talent leadership, engagement, inclusion and
employee wellbeing, which includes mental health.
In 2025, we were proud to achieve Tier 2 status in the CCLA
Corporate Mental Health Benchmark, placing us in the top
quartile of companies assessed. Ocado Group was shortlisted
in 2025 by the British Diversity Awards for both Company of
the Year and Outstanding Women’s Network of the Year. We
were also shortlisted by the Institute of Engineering and
Technology for the Women’s Wellbeing at Work award.
Material topics Upstream Own Operations Downstream
15
Corporate culture
16
Employee attraction and retention
17
Equal opportunities
18
Working conditions
19
Community relations
Sustainability Report continued
72 Ocado Group plc Annual Report and Accounts 2025
Metrics and targets
2030
target FY25 FY24
%
Change
% females – senior
leadership
1
40% 33% 30% +10%
% ethnic minority –
senior leadership
1
10% 5% 6% -17%
Engagement Scores
eNPS-Technology
Solutions 19 11
2
12 -8%
Engagement Score
-OcadoLogistics
3
– 62% N/A N/A
1. Senior leadership is defined as the direct reports of our Chief Executive
Officer and their direct reports.
2. As at 30 November 2025. This figure is separate from the quarterly average
includedwithinourAIP(seepage145)andassuredbyERMCVS.
3. In November 2025, Ocado Logistics began using a new methodology more
suited to a dispersed, hourly-paid workforce. The new score is an average
of positive reponses to three separate questions gauging employee
sentiment. This does not provide a score directly comparable with eNPS.
4. The number of persons of each gender who were: employees; directors; or
senior managers is shown on page 105.
5.Seepages276-277forfurtherinformationonourcalculationmethodologies.
Our People Management Principles, shown above, are a set of
behaviours and minimum expectations, closely linked to our
values, that all managers within Technology Solutions are
expected to exhibit.
Employee attraction and retention
Recruiting and retaining top talent is critical to our success in a
competitive market. We create an attractive work environment
through career development, competitive rewards, and
proactive equity, inclusion and wellbeing initiatives.
We want our people to share in Ocado’s success. Twice a year,
we grant free shares equivalent to 0.5% of salary to those who
have completed at least six months of service. In the UK, we
offer a Sharesave Scheme and Buy As You Earn plan for our
employees. International employees benefit from an Employee
Stock Purchase Plan. This ensures that colleagues can be part
of our growth.
In FY25, our Technology Solutions turnover rate was 22%
(FY24:17%).Compulsoryturnovercontributed11%(FY24:7%)
to this rate. Our Ocado Logistics turnover rate was 74%
(FY24:84%)withcompulsoryturnovercontributing28%
(FY24:35%)tothisrate.
Higher turnover rates are a common challenge across the
logistics industry. We are focused on maximising retention
through listening and responding to employee feedback and
optimising our onboarding processes. This year, we reinforced
our guidance and coaching for new starters in their first weeks
in role, including by launching the new Support Routes
programme. Early data shows a clear correlation between
Support Routes and improved employee confidence and
retention.
Employee engagement
We gather feedback from our employees through numerous
avenues. This allows us to gather strong insights on employee
wellbeing, enabling us to take a data-driven approach to
building our culture.
In Technology Solutions, our employee listening tool, Peakon,
helps us to monitor wellbeing and inclusion through regular
surveys. It measures an employee Net Promoter Score
(“eNPS”), which is linked to executive remuneration (see page
145).ThisscorewaslargelystableinFY25butremainsbelow
benchmark, which remains a priority to improve in 2026. In
Ocado Logistics, we launched a new employee listening tool
this year, Voice+, which provides greater visibility into trends
specific to our logistics operation. We have also initiated a
cultural audit to gain a deeper understanding of our
organisational culture and identify key areas for growth and
improvement.
As well as collating organisation-wide feedback, listening tools
also provide anonymous feedback on team wellbeing to line
managers, allowing them to shape their approach to address
comments on issues such as flexible working, career
progression and workplace mental health. In addition to digital
tools, our Listening Champions provide an avenue for
employees to give feedback up the leadership chain. Local
action groups also exist for site management teams to address
specific issues, and the Ocado Council, a network of elected
employee representatives feeds back on challenges and
successes to senior management, and cascades information
to colleagues. The Ocado Council is chaired by our Designated
Non-Executive Director, Andrew Harrison.
Training and development
This year, we continued the roll-out of our Career Pathways
programme to more business divisions. This programme
provides clear guidance on the skills required to reach each
level of the business and is supported by workshops that
empower colleagues to take ownership of their career
progression. Salaried employees also receive a personal
budget on Learnably, a learning resource marketplace, to
support their development.
All salaried employees can access professional qualifications
funded through the apprenticeships levy. 342 colleagues were
enrolled on apprenticeships this year, totalling £1.3 million in
investment. In 2025, we revised our eligibility criteria for the
apprenticeship scheme, which has driven higher uptake.
We also reviewed and refreshed internal management
development pathway for Ocado Logistics employees,
equipping our people with the critical skills they need to lead
teams effectively.
People Management Principles
Deliver Results
Foster high-performing teams, set clear and ambitious
goals, and uphold accountability, establishing clear
expectations against roles and values.
Champion Talent
Attract and develop diverse talent, ensuring every
employee can reach their full potential in an environment
that enables their best work.
Actively Care
Role model and champion our values, promote inclusivity,
and prioritise employee wellbeing and a safe place where
people can thrive.
73Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Employee wellbeing
We collaborate with our employees to create lifestyle policies
that reflect our values, and we support and promote flexible
working options. These include our Menopause & Fertility, and
Parents & Carers policies.
OurWellbeingChampionNetworkof100+trainedchampions
across Technology Solutions and Logistics provides
employees with peer-to-peer support avenues in a safe,
confidential and non-biased manner. This network was a
finalist at the UnderOne Diversity & Inclusion Awards for
Wellbeing Champion 2025.
Our managers also receive aggregated and anonymous
feedback from their teams on employee wellbeing, helping
them to track and respond to concerns.
Our core benefits for our employees include life and sickness
protection, retirement advice and a mental health support
service. Parental, carer and neonatal leave, and time off for
fertility treatment and menopause, are available to all
employees globally.
Employees in 85% of our locations have access to an online
Benefits platform, which allows them to select additional
benefits that matter most to them. Discounts+ provides
discounts to employees in 65% of our locations on everything
from bills to household necessities and lifestyle products. All
UK employees receive a discount on Ocado.com.
Equal opportunities
Our Equal Opportunities Policy outlines Ocado’s approach to
preventing discrimination, harassment and victimisation in our
workplace. The People Committee oversees this policy, and
meets quarterly to review our equal opportunities strategy and
to monitor progress towards our 2030 Community targets.
Our strategies are informed by our Ocado communities,
employee-led groups based on shared characteristics. They
serve as a platform for our people to connect, voice their
opinions, influence and create change. These include groups
centredondisability,ethnicity,gender,faith,LGBTQ+
inclusion, neurodiversity, and wellbeing. Twice a year, all
community chairs meet with the Chair of the People
Committee to share insights directly with the Board.
We partner with an external provider called Moving Ahead and
KPMG to run two global equity mentoring programmes, open
to all. Anyone who enrols is matched with an external mentor
with at least 10 years’ professional experience. The Mission
Gender Equity programme focuses on building and
strengthening pipelines for women in leadership, while the
Mission Include and KPMG CCAP programmes support diverse
leadership representation. 70 employees are currently enrolled
across the two programmes. We also partner with Career
Accelerator on mentorship schemes where Ocado employees
support students and young professionals.
This year, we have expanded our inclusion-focused learning
programmes, launching an Allyship XP site with materials on
how to contribute to a more inclusive workplace. This
complements our training modules on equal opportunities,
which address unconscious bias and inclusive behaviours. In
FY25, 53% of our Technology Solutions employees completed
our foundation equal opportunities module and 50% of
managers completed the follow-up module dedicated to them.
We have also reviewed our promotion processes across the
organisation. Next year, we aim to formalise new standardised
processes on access to growth opportunities, which will focus
on fairness and transparency. Our ongoing efforts across all of
our equal opportunities initiatives are supported by our People
Insights Report, which reflects our commitment to greater
transparency and provides a clear overview of the data that
has been self-reported by employees and the initiatives we
have launched to drive inclusion and engagement.
We hold accreditation with the National Equality Standard, a
rigorous framework supported by the Home Office, the CBI
and the Equality & Human Rights Commission.
We continue to report on our UK gender pay gap. In 2025, our
median hourly pay gap was 2.2% in favour of women.
Our full gender pay gap report can be found at
https://www.ocadogroup.com/investors/corporate-
governance/policies-and-disclosures.
Our Emerging Talent programme supports graduates, interns
and apprentices, cultivating diverse talent in engineering,
finance, business and technology. Degree apprenticeships in
Digital and Technology Solutions, Data Science and
Engineering are also available. In line with Employer Pays
Principles, we ensure no fees or deposits are charged for
training opportunities, reinforcing our commitment to equitable
career growth.
Sustainability Report continued
74 Ocado Group plc Annual Report and Accounts 2025
Working conditions
Living wage
90% of our Ocado Logistics employees are hourly paid
workers, largely in delivery driver or personal shopper roles in
our UK distribution centres.
All Ocado employees receive at least the National Living Wage
regardless of age. In 2025, 78% of our hourly paid workers
were paid at least the Real Living Wage. We regularly conduct
meetings and dialogue with our employee councils and
representatives from the Union of Shop, Distributive and Allied
Workers (“USDAW”) to ensure that our pay rates are locally
competitive and established in good faith with our employees.
Remuneration and incentive plans are reviewed annually in
consultation with these groups.
We collect feedback on our employees’ reward and benefit
preferences through our employee listening tools and our
Listening and Action groups. Our Benefits+ platform also
enables us to track benefit uptake and usage. Together, this
allows us to orient our benefits strategy towards our
employees’ priorities.
Freedom of association
We ensure that all employees can freely associate or engage in
collective bargaining without fear of retaliation as stated in our
Code of Conduct.
We believe this is critical for fostering an equitable and
supportive workplace. Not doing so could result in operational
disruptions, regulatory breaches and lower employee
engagement.
In FY25, approximately 6,660 Ocado employees were trade
union members, principally with USDAW in the UK.
Community relations
At Ocado, we enable our people to make a difference in their
communities, through volunteering, fundraising and direct
donations.
Promoting STEM education
As a technology innovator, provider and employer, we believe
that we can play a valuable role in supporting Science,
Technology, Engineering and Maths (“STEM”) development
worldwide.
This includes Code for Life, a free platform designed to teach
the foundations of Python, an important programming
language. The initiative was established in 2014, and is run by
a community of Ocado employees and external volunteers. In
FY25 alone, over 8 million coding levels were attempted in over
160 countries. This year, we launched a new Code for Life
programmespecificallyforKS3andKS4students(age11-16),
helping secondary school children to develop their coding
skills.
We have also donated AV1 robots (pictured opposite) to five
schools as part of a partnership with No Isolation Limited. AV1
robots allow children who are absent from school due to
mental or physical health issues to livestream lessons and to
speak to class when they have questions. In the last two years,
the AV1 robots that we have donated have enabled children to
access an additional 445 hours of school attendance that
otherwise would have been missed.
Matched funding
This year, our employees again went above and beyond to
fundraise for charities close to their hearts, running everything
from half-marathons to bake sales. To further support their
efforts, we provide one-to-one matching donations of up to
£500 per employee. Charities supported through this scheme
in FY25 include Cancer Research, British Heart Foundation,
Alzheimer’s Society, SSAFA the Armed Forces Charity, and
more.
Alleviating food poverty
In FY25, our Ocado Logistics staff supported Ocado Retail to
successfully redistribute £9.4m in surplus stock across our
trusted network of charity partners throughout the UK,
includingTheFelixProjectandCommunityShop.
75Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Governance of climate-related risks and opportunities
Board-level governance
Management-level governance
Other relevant forums
Inform and report
Board of Directors
Audit Committee
Remuneration Committee
Executive Committee
Sustainability Committee Risk Committee
76 Ocado Group plc Annual Report and Accounts 2025
1. Governance
A
Describe the board’s oversight of climate-related risks
and opportunities
B
Describe management’s role in assessing and managing
climate-related risks and opportunities
Task Force on Climate-related Financial Disclosures
(“TCFD”) 2025
Compliance Statement
Our climate-related disclosures are fully consistent with the
recommendations of the TCFD, and in compliance with UK
ListingRule6.6.6R(8)andtheCompanies(StrategicReport)
(Climate-relatedFinancialDisclosure)Regulations2022ofthe
Companies Act 2006.
Upcoming Reporting Frameworks
We are monitoring developments on UK Sustainability
Reporting Standards S1 and S2, and are preparing to align to
any additional requirements. We are also currently assessing
our readiness for future disclosures aligned to the
recommendations of the Taskforce on Nature-related Financial
Disclosures (“TNFD”).
Board
The Board sets and approves our sustainability strategy. This
includes commitments to reduce our impact on the
environment, to maintain resilience to the impacts of climate
change and to achieve Net Zero in our direct operations by
2035 and our value chain by 2040. Additional information on our
environmental commitments can be found in our online HSFE
Statement of Intent, signed by our CEO.
This year, the Board received updates on our climate strategy
and Net Zero Roadmap in February 2025 and September 2025
from our VP of Global Sustainability & HSFE. In FY25, the Board:
• Approved interim 2030 GHG emissions intensity targets.
• Reviewed KPIs assessing our progress against our Net Zero
Roadmap.
• Discussed updates on topics such as fleet electrification,
routing optimisations, energy consumption and product
design.
Our Net Zero ambitions are also considered as part of our
five-year planning process, which includes the capital
requirements of key action points related to our Net Zero
Programme. Our latest five-year plan process was reviewed and
approved by the Board in February 2026 as part of its role in
guidingstrategyandoverseeingmajorcapitalexpenditures.
Audit Committee
The Audit Committee meets at least quarterly and is
accountable for the effectiveness of our risk management and
internal control systems. This includes oversight of climate-
related risks and opportunities in line with our Enterprise Risk
Managementapproach(seepage82).Twiceayear,theAudit
Committee discusses the Risk Committee’s enterprise risk
report, which includes our climate and environment principal
risk.
Remuneration Committee
The Remuneration Committee oversees remuneration and
workforce policies. As described on page 140, targets linked to
our Net Zero Roadmap are included in the Annual Incentive
Plan (“AIP”) in our Directors’ Remuneration Policy. All ESG
metricslinkedtoourAIPinFY25weresubjecttolimited
assurance by ERM CVS. The unqualified assurance opinion is
availableonpages278-279.
77Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Executive Committee
The Executive Committee is responsible for the day-to-day
management of the business, including the oversight of
operational management and the implementation of strategic
objectivessetbytheBoard.TheCommitteemonitorshow
climate-related matters are considered in strategic decisions
across the business.
Sustainability Committee
The Sustainability Committee meets four times a year and is
responsible for assessing and managing sustainability issues,
including climate-related issues. The Committee is chaired by
our Chief Financial Officer who, along with our VP of Global
Sustainability & HSFE, maintains executive oversight of our
Net Zero and climate risk management activities and
reporting. Members include our Group General Counsel, Chief
People Officer, the CEO of Ocado Technology and the
Managing Director of Ocado Logistics. The broad membership
of the committee provides the necessary expertise to monitor
climate-related issues from across the business. Updates on
the Committee’s decisions and actions are provided to the
Board, the Audit Committee and the Executive Committee.
Climate-related topics discussed by the Sustainability
Committee during the year included: progress on our Net Zero
Roadmap, associated targets and initiatives; a review of
emerging sustainability reporting frameworks; an assessment
of our climate scenario analysis; an analysis of the carbon
footprint of key products; and an update on climate risks. The
Committee monitors key sustainability metrics at every
meeting.
Risk Committee
The Risk Committee reviews and challenges the risk
management process at Ocado Group, including the
identification, prioritisation and management of principal risks.
This includes our climate and environment principal risk. The
Risk Committee has delegated oversight of climate-related
risks to the Sustainability Committee to better leverage
subjectmatterexpertise.TheRiskCommitteemeetsquarterly
and reports to the Audit Committee.
2. Strategy
A
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and
long term
B
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
C
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Our key climate-related risks and
opportunities
We set out the climate-related issues which could materially
impact Ocado Group over the short, medium and long-term on
pages78-80.Seepage82foradescriptionofprocessesused
to identify and assess climate-related issues and page 81 for a
description of the scenarios used.
We consider our climate-related issues by geography, in terms
ofeitheri)UK–affectingourLogisticsbusiness;orii)Global
– affecting our Technology Solutions business. Time horizons
used in the assessment are set out on page 78.
We have not identified any issues for which there is a
significantriskofamaterialadjustmentinthecarrying
amounts of assets and liabilities in the next reporting period.
We have not identified any material impacts from climate-
related risks on our financial performance, financial position
or cash flows in the current reporting period.
For additional information on how we have considered
the impact of climate-related matters on our Financial
Statements, see page 194.
Risk/Opportunity description Impact with financial quantification Management strategy
1. Extreme weather Physical risk (acute)
There is a risk of increased severity
of extreme weather events such as
heatwaves, hurricanes and floods
disrupting our own operations and supply
chains, and those of our partners and
clients.
Our assessment found that flood risk at
two of our UK locations is our only material
inherent physical climate risk. Under
a<2°Cscenario,theimpactsarenot
expected to change materially compared to
today’slevel,whereasundera>4°C
scenario, the average impacts are
expected to increase by 10% in the long
term.
We estimate that the annualised repair,
insurance and disruption-related costs
(whether within supply chains or the
operations of CFCs) if this flood risk is not
managed in the medium to long term over
allscenarioswouldbe£9m–£11m.
Business continuity arrangements:
• Prior to establishing a site, surveys
are completed to identify potential
weather-related risks. Appropriate
mitigation plans are established for
the site, e.g. our UK CFCs in Erith
and Bristol have flood risk mitigations in
place.
• Our business continuity management
programme is already embedded
in the UK and at our international
development centres. Plans are in place
to develop business continuity capability
arrangements for international client sites.
Insurance:
• Our insurance arrangements cover flood
risk for both physical assets and supply
chain disruption liabilities.
2. Energy usage Physical risk (chronic), policy and legal
A rise in mean average global
temperatures could lead to an increase in
the energy required to cool our CFCs,
which in turn could lead to an increase in
operational costs.
We are committed to only using renewable
electricity. As our demand for electricity
grows and overall demand for renewable
electricity increases, there is a risk that
supply may not keep pace, leading to
rising costs. There is also a risk that
increased carbon prices cause the price of
non-renewable energy to rise.
We anticipate that our energy consumption
and energy prices will increase under both
the Orderly Transition and Hot House
World scenarios.
We estimate that associated electricity
costswouldriseby£8m–£13minthe
medium term, increasing to £17m in the
long term.
Energy supply diversification
and efficiency:
• We are beginning to diversify our supply
of energy including the use of anaerobic
digestion and solar PVs at our CFCs.
• We are implementing initiatives to reduce
energy usage through efficiency
measures.
Energy price monitoring:
• We have an Electricity Procurement Risk
Management Policy, which has been
approved by the Audit Committee.
• We take expert advice on energy price
hedging and other control measures.
Geography
UK
UK Global
Key:
Timeframe Short Medium Long
Risk assessment period
Short-term Long-term
Medium-term
Time horizon
This aligns with our annual budget
planning cycle.
This aligns with our five-year plan and
offers insight into upcoming risks
and opportunities.
This considers the impact of climate on
our business over the lifetime of
our CFCs and other significant assets.
0–1year 1–5years 5–25years
Task Force on Climate-related Financial Disclosures (“TCFD”) 2025 continued
UK
UK
78 Ocado Group plc Annual Report and Accounts 2025
Risk/Opportunity description Impact with financial quantification Management strategy
3. Internal combustion engine (“ICE”) vehicles ban Policy and legal
The UK Government is regulating Electric
Vehicle (“EV”) quotas for sales of
commercial vans from 2025 and banning
sales of diesel vans by 2035. Some cities
are also introducing zero-emission zones.
There is a risk that the technology required
to transition our fleet to Zero-Emission
Vehicles (“ZEVs”) is not available or is not
economically viable for us to be able to
meet the regulatory deadlines to move
away from fossil fuel-powered ICEs.
Some of our OSP Partners who use our
software to manage their fleet strategies
face similar regulatory challenges. Failing
to support them risks reduced
competitiveness and limited growth.
Opportunity: By enhancing our market-
leading routing solution and prioritising ZEV
enablement, we can position ourselves as a
key partner in sustainable last mile delivery.
This would enable our partners to transition
more of their operations to ZEVs,
supporting their Net Zero transition and
enhancing competitiveness for both Ocado
and our partners.
The limitations of currently available EVs,
such as their shorter range, may result in
EVs being unable to complete certain
routes. However, based on analysis of the
number of routes EVs will be able to
perform in the short to long-term, we do
not expect that impacts related to the UK’s
ZEV mandate or zero emission zones will
be material.
The differences in EV range will also
require changes to OSP routing strategies
in geographies (e.g. rural areas) where
route lengths exceed vehicle range per
shift.Development costs of EV routing
software are not expected to be material in
the current technology development
budget.
Not transitioning our fleet and/or enabling
our partners to do so creates a risk of
reduced competitiveness where consumer
sentiment demands it. If unmitigated, this
could limit revenue. We have not yet
quantified this reputational risk, due to
significant measurement uncertainty.
Conversely, successful transition to ZEVs
could increase our competitiveness and
offerings to customers, increasing revenue
growth opportunities.
Fleet transition plan:
• ORL own the capital expenditure
associated with EV roll-out. It currently
has positive EBITDA on routes that are
short enough to complete on a single
charge.
• We are working with ORL to identify
priority sites for electrification on the
basis of site characteristics, route
lengths and available EV technology.
• EVs began to be rolled out at our sites in
2024, starting with London operations.
The findings of this initial roll-out are
now being used to plan the rest of the
fleet transition.
Vehicle manufacturer engagement:
• Alongside ORL, we are engaging in pilot
studies with multiple vehicle
manufacturers on alternative
technologies, including battery EVs and
hydrogen-fuelled vehicles.
Ocado routing technology:
• We are updating our routing software for
all partners to efficiently incorporate EV
charging and optimise routing strategies.
Geography
UK
UK Global
Key:
Timeframe Short Medium Long
UK
79Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Risk/Opportunity description Impact with financial quantification Management strategy
4. Net Zero Challenge Reputational, policy and legal
Failure to deliver on our public Net Zero
commitments could result in reputational
damage amongst partners, investors and
employees. It could ultimately lead to
regulatory scrutiny from greenwashing
allegations.
Opportunity: There is a potential for
increased partnerships as sustainable
ecommerce solutions become more
desirable for customers, which could lead
to increased revenues.
Any impact on stakeholder relationships
could have financial impacts on revenues
and cost of capital. Greenwashing could
result in financial penalties, legal
challenges or fraud investigations. This
impact is expected to be present under
both the Orderly Transition and Hot House
World scenarios, albeit the magnitude of
each impact may vary.
We have not quantified the potential legal
and reputational cost of not delivering on
our Net Zero commitments.
Energy supply diversification
and efficiency:
• Our Net Zero roadmap was established
during FY23 and progress is reviewed at
least twice a year by the Board (see page
59 for our roadmap).
• Our dedicated Sustainability team assists
business owners to identify, prioritise
and recommend actions that can help us
reach our Net Zero goals as part of their
planning and budgeting.
5. Low carbon products Market, policy and legal
There is a risk that incoming carbon
taxation policies on materials, such as the
EU’s Carbon Border Adjustment
Mechanism (“CBAM”), could result in
increased prices or reduced availability
of raw materials.
There is also a risk our solution becomes
less attractive to our existing and
prospective partners if our products do
not keep pace with our competitors on
carbon footprint.
Opportunity: There is an opportunity to
integrate low carbon components into our
products and supply chains (both upstream
and downstream) to enhance efficiency
and circularity, and increase competitive
advantage.
Increased costs of carbon-intensive
materials could result in an increase in
capital expenditure for construction of
Ocado CFCs, which may deter potential
partners from our solutions.
Designing products that require less
carbon-intensive material or reduce
operational energy use could provide a
competitive advantage, increasing the
demand for our products, and thereby
increasing revenue and profitability.
Carbon pricing impact is expected to be
larger in the Orderly Transition scenario.
The extent to which any financial impact
will be felt is dependent on the extent to
which we include cost increases within
the cost of our products or pass on costs
to clients.
The impact of increased material costs is
considered in the business case for any
new CFC constructions.
Raw material costs:
We minimise costs through our supply
chain management, procurement policies
and procedures, which incorporate
responsible sourcing and supplier
partnering to reduce the use of carbon-
intensive raw materials in our products
(seepage58-59).
CBAM:
• We map critical suppliers to material
types to better respond to emerging
regulations that impact certain
materials such as aluminium and steel.
Re:Imagined technology development:
• Development teams continue to
identify redesign opportunities for
Re:Imagined technology that require
less carbon-intensive material.
Task Force on Climate-related Financial Disclosures (“TCFD”) 2025 continued
UK
Geography
UK
UK Global
Key:
Timeframe Short Medium Long
UK
80 Ocado Group plc Annual Report and Accounts 2025
We use climate-related scenario analysis to identify risks and
opportunities, as well as to assess our resilience to climate
change. We review our analysis annually.
We are currently in the process of refreshing our scenario
analysis to deepen our understanding of how climate may
impact Ocado, taking into account the latest developments in
climate modelling and macroeconomic indicators. We have
compared the preliminary findings of our latest model (expected
tobecompletedinFY26)withourexistingclimatescenariosto
determine whether any updates are needed. This comparison
has not identified any additional risks or opportunities at this
stage and the scenarios used for FY25 remain appropriate.
Our scenario analysis considered an Orderly Transition
scenario and a Hot House World scenario for our transition
risks. Our physical climate risks were tested using more severe
scenarios of the IPCC’s 6th Coupled Model Intercomparison
Project(CMIP-6).Thesemodelswereselectedtoensurewe
were informed by a breadth of physical and transition risks,
and that our strategy is informed by models that consider a
variety of scenarios. Additional information on these scenarios
is included in the box below.
Transition risk climate scenarios
• These scenarios are aligned to climate scenarios defined by the Network for Greening the Financial System (“NGFS”)
https://www.ngfs.net/ngfs-scenarios-portal/,theInternationalEnergyAgency(“IEA”)CarbonPriceModelsandthe
IntergovernmentalPanelonClimateChangeWorkingGroupI(“IPCCWGI”)InteractiveAtlas.
• Proprietary Ocado operational data is overlaid to reflect the business strategy and trends.
• Our scenario analysis is performed over a 30-year timeframe, to 2050, aligning to the Paris Agreement and the UK’s commitment
intheClimateChangeAct2008(2050TargetAmendment)Order2019.
Orderly Transition
Description
• Climate policies are introduced early and gradually become
more stringent.
• Surface temperature is expected to stay below
a2°Cincrease.
Key scenario drivers
• Carbon pricing is introduced in the 2020s and gradually
increases by 2030.
• Significant levels of investment into energy efficiency,
green electricity and storage, and carbon capture
and storage are sustained from 2030 to 2050.
• Transition risks are expected to grow in proportion
with climate action.
• Physical impacts are less severe (although not negligible)
in comparison with the Hot House World scenario.
Hot House World
Description
• Some climate policies are implemented, but global efforts
are insufficient in halting significant global warming.
• Surface temperature is predicted to increase within
arangeof3°Cto5°C.
Key scenario drivers
• Carbon pricing is introduced in the 2020s but negligible
changes are made to pricing through to 2050.
• While investment into energy efficiency, green electricity
and storage is still substantial, investment into fossil fuel
extraction and brown electricity generation is greater than
in the Orderly Transition scenario.
• Transition risks are initially relatively low as limited action
is taken.
• Physical risks are severe, with irreversible impacts.
Physical risk scenario analysis
The physical risk data sources used for our assessment were anchored to the Intergovernmental Panel of Climate Change (“IPCC”).
This analysis utilised the following climate scenarios based on IPCC’s 6
th
CoupledModelIntercomparisonProject(CMIP-6):
• <2°CSSP1–RCP2.6 2-3°CSSP2–RCP4.5 >4°CSSP5–RCP8.5
We consider our business to be resilient to the physical and transition risks we have identified under each scenario. This assessment is
supportedbythemitigatingactionsdescribedonpages78-80andourNetZeroroadmaponpage59.
Scenarios used to inform the
organisation’s strategy and
financial planning
81Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Task Force on Climate-related Financial Disclosures (“TCFD”) 2025 continued
82 Ocado Group plc Annual Report and Accounts 2025
3. Risk Management
A
Describe the organisation’s processes for identifying
and assessing climate-related risks
B
Describe the organisation’s processes for managing
climate-related risks
C
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
The process for identifying, assessing and managing climate-
related risks is performed at an Ocado Group level and is fully
integrated into the Enterprise Risk Management (“ERM”)
approach that we use for our principal risks, as described on
pages84-87.Nosignificantchangeshavebeenmadetoour
climate risk processes this year.
Identifying and assessing climate-related
risks
In line with our ERM approach, we perform exercises to identify
and assess climate-related risks twice per year. We identify
emerging risks from a “longlist” of potential climate-related
drivers, which is compiled through monitoring of legislation
andmedia,anddiscussionwithsubjectmatterexpertsfrom
across the business. Risks are assessed and prioritised
according to the likelihood, impact and timeframe over which
the risks might materialise.
Our physical risk assessment looked at eight different physical
hazards from our longlist, which covered both acute shocks
and chronic stresses. We financially quantified the four most
material hazards: flood, wind, wildfire and heat. This selection
was made based on the likelihood and impact of each event
occurring at 25 key sites (across the UK and globally). Hazards
were quantified using scenario analysis, as described on page
78.
Our transition risk assessment used data from NGFS and IEA
scenarios and analysis of emerging legislation to financially
quantify our risks where possible. Where financial
quantification was not possible due to measurement
uncertaintyorlackofdata,oursubjectmatterexperts
assessed risks by scoring the likelihood and impact of the risk
on our business.
Ongoing management of climate-related risks
Identified risks are assigned to senior owners, in line with our
ERM approach. Risk management decisions are taken by the
managementgroupspreviouslyoutlinedonpages76-77,with
oversight provided by the Sustainability Committee. Strategic
climate risk mitigation decisions are taken by the Sustainability
Committee and are regularly reviewed to ensure they remain
relevant and on track. This includes quarterly monitoring of the
metrics used to track climate-related risks and opportunities,
which are outlined on page 83.
The Risk Committee reviews the management of all principal
and key risks at least once a year. This is part of our risk review
process and includes decisions to mitigate, transfer, accept or
control risks. Our climate-related risks and opportunities were
reviewed again in 2025, with no material changes being
identified. Our climate and environment risk is assessed and
prioritised against other principal risks as part of this review.
Prioritisation is based on assessments of impact and
likelihood.
4. Metrics and Targets
A
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
B
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3
GHG emissions, and the related risks
C
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
The following section summarises the metrics we use to
manage climate-related risks and to realise the climate-related
opportunitiesdescribedonpages78-80.Thesemetricsare
associated with a specific risk and opportunity, and ensure
that any progress made towards mitigating a risk or capitalising
on an opportunity is captured. We have made disclosures
against relevant industry-based topics defined in the Industry-
based Guidance on Implementing IFRS S2 within our
Sustainability Databook, available at
https://www.ocadogroup.com/investors/corporate-
governance/policies-and-disclosures.
Net Zero targets
As part of our sustainability framework and approach to
managing climate-related risks and opportunities, we have set
targets to reach Net Zero in our direct operations by 2035 and
across our value chain by 2040. We have also set interim 2030
targets to help us to monitor progress towards this overarching
goal. Further details on our targets, roadmap and progress can
befoundonpages58-59.OurSECRdisclosure,whichsetsout
numerous climate-related metrics, is given on page 60.
Risk/Opportunity Metric Progress Explanation
Extreme
weather
Material disruptions
due to extreme
weather events
FY24:0
FY25: 0
No material disruptions due to extreme weather events were
noted this year.
Energy usage CFC electricity
intensity (kWh/100
eaches)
FY24:6.8
FY25: 6.2
An “each” is a single stock item that can be picked. Reduced
electricity consumption from the Hatfield CFC closure, combined
with improved electricity efficiency and a rise in overall fulfilled
orders and eaches in FY25, has resulted in a lower intensity.
ICE ban Van fleet utilising zero
emissions technology
(%)
FY24:5%
FY25: 5%
This year, we focused on performing a real-world assessment of
ZEV performance across geographies and temperatures to
enable us to pinpoint appropriate target locations for future
roll-out. No additional ZEVs were added to the fleet in FY25.
Net Zero
challenge
Scope 1, 2 (market),
and 3 GHG emissions
(tCO
2
e)
FY24:251,745
FY25: 248,021
Our Scope 1 and 2 (market-based) GHG emissions have
increased by 4% this year. This was primarily due to a rise in van
fleet fuel consumption because of increased order numbers.
Our Scope 3 emissions have fallen by 6%, primarily due to falls in
procurement spend. For a breakdown of our Scope 3 emissions
by category, see page 60.
% reduction in
emissions per van
drop
1
Newmetrics(allFY25)
ORL: 5.0%
△
Kroger: 21.2%
△
Aeon: 0.9%
△
This metric measures reductions in emissions per van drop
between November 2024 and November 2025. We continue to
optimise the routing algorithms within the Ocado Smart Platform
system to reduce the miles driven per van drop. Reductions are
attributable to these optimisations.
Low carbon
products
% of spend with
suppliers that have
emission reduction
targets
FY24:24%
FY25: 35%
FY24 was the first year that we measured this metric. This year,
we have engaged with an increased proportion of suppliers on
their climate strategies, which has driven a rise in identified
spend with suppliers that have emission reduction targets.
Cost of carbon
taxation on raw
materials
FY24:£0
FY25: £0
We have not yet needed to pay carbon taxes on any of our
imports or exports under EU CBAM or similar legislation.
1. Metricsmarkedwitha△aresubjecttoindependentlimitedassurancebyERMCVSinaccordancewithISAE3000(Revised).Seepage278-279fortheassurancereport.All
threemetricsrelatedto%reductionsinemissionspervandropwerealsoincludedintheAIPlinkedtoexecutiveremuneration(seepage145).
2.FurtherinformationonourcalculationmethodologiesissetoutinourBasisofReportingonpages276-277.
Internal carbon price
Ocado acknowledges the impact that existing and proposed carbon taxation and trade tariffs can have on the world and our
business. This impact is evident in our Net Zero Challenge, low carbon products and energy usage risks. Although we have not
yetsetaninternalcarbonprice,wecontinuetomonitortheimpactofcarbonregulations(suchasCBAM)onourbusinessandwill
continue to assess whether an internal carbon price is required.
83Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Risk Management
Our Evolving Risk Management
Framework
This year, we have enhanced our framework to ensure closer
alignment with recognised best practice and the revised UK
Corporate Governance Code. The updated ERM Framework
now follows a clear, five-stage process:
This enhancement makes explicit the importance of risk
culture and continuous improvement as central components
of how we manage risk.
Risk management principles
and culture
During the year, we continued the evolution of our risk
management approach to improve governance and
operations, and enhance our stakeholder value.
Risk Management
Senior Management
Audit Committee
Information
Security
Financial
Controls
Data
Protection
Team
Governance
Committees
Local
Operations
1
st
Line of
Assurance:
Management
controls run
by the
business
2
nd
Line of
Assurance:
Support and
monitoring
functions
acting as
‘Custodians’
3
rd
Line of
Assurance:
Internal
independent
assurance
4
th
Line of
Assurance:
External
independent
assurance
Group
Operations
External
Audit
External
Assurance
Regulators
Internal
Audit
How we manage our risks
Ocado Group’s Enterprise Risk Management
(“ERM”) approach is designed to enhance our
resilience and improve confidence in the delivery
of our business strategy and objectives.
This is underpinned by an ERM process and internal
control framework that help us to identify, evaluate and
manage our threats and opportunities.
Identify Risks: Identify threats and uncertainties that
could prevent us from delivering our strategic and
operational objectives.
Assess Risks: Assess the likelihood and impact
of potential risk events, informed by reasonable worst-
case scenarios and taking account of the Group’s defined
risk appetite.
Manage Risks: Determine and implement appropriate
controls and mitigation strategies, ensuring risks are
managed within appetite and that clear ownership and
accountability are maintained.
Monitor & Report Risks: Monitor changes in risk exposure
and the effectiveness of mitigations, providing
management and the Board with timely, accurate reporting
and escalation where required.
Risk Culture & Continuous Improvement: Embed a
culture where every colleague understands their role in
managing risk, supported by ongoing training,
communication and feedback. This ensures that lessons
learned are used to refine and strengthen our processes
over time.
1
2
3
4
5
Identify
Risks
1
Assess
Risks
2
Manage
Risks
3
Monitor
& Report
4
R
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S
K
C
U
L
T
U
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84 Ocado Group plc Annual Report and Accounts 2025
Risk management governance
Risk management delivery is governed by a structured set of
governance forums:
• The Board is responsible for the review and approval of the
risk management framework and the Group’s strategic and
emerging risks. Our risk management is aligned to our
strategy, and each principal risk and uncertainty is
considered in the context of how it relates to the
achievement of the Group’s strategic objectives. Annually,
the Board conducts a robust assessment of principal and
emerging risks, and reviews the associated risk appetite.
• The Audit Committee, delegated by the Board, is
responsible for the review of the effectiveness of risk
management, the system of internal control, the monitoring
of the quality of the Financial Statements and consideration
of any findings reported by the auditor.
• The Risk Committee reviews principal and emerging risks,
and monitors the effectiveness of risk management across
the Group. It is chaired by the Group General Counsel.
Attendees include other members of senior management
and the Chair of the Audit Committee, and it is run by the
Risk team. The Committee reviews a full risk report twice a
year and this is, in turn, discussed by the Audit Committee
and the Board.
• This is underpinned by specialist risk committees and
second-line teams covering risk areas such as Information
Security, Safety, Sustainability and Data Privacy. In addition,
the Treasury Committee manages Ocado Group’s cash and
deposits, investments, hedging of foreign exchange,
commodity prices and interest rates, so as to ensure liquidity
and minimise financial risk.
Internal Audit supports the Audit Committee and Risk
Committee in reviewing the effectiveness of the risk
management framework and the management of individual
risks driven by a risk-based audit plan.
We have an ERM Policy which covers the management of risks,
encompassing sustainability matters. This has the purpose of
protecting and enhancing enterprise value. The Company has
a number of other policies that cover specific sustainability
topics.
You can find further detail on these policies on page 98
Strengthening our framework
The key features of the Group’s risk management and internal
control systems that underpin the accuracy and reliability of
financial reporting include:
• a four lines of assurance model and an organisational
structure with clearly defined lines of accountability and
delegation of authority;
• the Group’s Code of Conduct and a framework of policies
and procedures, which cover key areas, financial planning
and reporting;
• a capital expenditure approval policy and governance, which
controls Ocado’s capital expenditure;
• a Risk Committee, a Risk team and a Financial Controls team,
which help monitor Ocado’s risks and controls;
• an Information Security Committee and an Information
Security team, which monitors Ocado’s information security
risks and mitigations;
• a Personal Data Committee and Data Protection team, which
supports data privacy governance; and
• an Internal Audit function, which provides independent
assurance on key risks, controls and programmes.
We reported in 2024 that a cross-functional team had been
established to prepare for the upcoming changes to the UK
Corporate Governance Code. Since then, the team has made
strong progress in developing the structures and visibility
needed to meet the new expectations under Provision 29.
Regular updates have been provided to the Risk and Audit
Committees, which have overseen the continued
strengthening of governance frameworks and alignment of
committee responsibilities to ensure material controls are
appropriately reviewed.
Further information on our approach and timeline
to compliance is set out in the Audit Committee Report
on pages 127-129.
Outcome: The Risk Committee supported the Board through
its Risk and Internal Control Effectiveness Review. This
involved a detailed assessment of the Group’s principal and
key risks and the effectiveness of related internal controls,
providing assurance over the robustness of the Group’s risk
management framework. The Committee also reviewed and
approved updates to the ERM Policy, reinforcing a mindset of
continual improvement, and approved enhancements to risk
assessment methodologies to support clearer, decision-
useful risk evaluation.
85Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Risk Management continued
The Board delegates responsibility for reviewing the
effectiveness of the Group’s systems of risk management and
internal control to the Audit Committee, which includes
financial, operational and compliance controls and risk
management systems.
In making an assessment on effectiveness, the Audit
Committee relies on a number of sources of assurance from
the Group, including the following:
• Internal Audit: The Group’s primary source of internal
assurance is through delivery of the Internal Audit Plan,
which is structured to align with the Group’s strategic
priorities and principal risks, and is developed by Internal
Audit with input from management and the Audit Committee.
The plan is reviewed periodically throughout the year to
confirm it remains relevant for new and emerging risks and
circumstances, both internal and external, and to adjust for
the growing complexity of the Group. The findings and
actions from Internal Audit reviews are agreed with the
relevant business area, communicated to the Audit
Committee and tracked through to completion or risk
acceptance.
• Management updates and undertakes risk deep dives:
The Audit Committee Chair gains additional insight on the
management of risk in Ocado, by attending the Group’s
regular Risk Committee meetings. During the year, the Risk
Committee continued its programme of thematic reviews
and deep dives to strengthen oversight of the Group’s risk
environment. The Committee considered a broad range of
topics linked to Ocado’s principal risks, including detailed
sessions on cybersecurity and data resilience, the
responsible adoption of Artificial Intelligence (“AI”),
operational resilience and business continuity, and fire
safety governance. It also reviewed updates on regulatory
change, financial reporting and controls, compliance,
whistleblowing and fraud, and the evolving geopolitical and
macroeconomic environment, including the potential impact
of global trade and tariff developments. Through these
discussions, the Committee gained deeper insight into risk
appetite, emerging risks and the effectiveness of mitigation
strategies, helping ensure the Group remains well-
positioned to respond to a dynamic and increasingly
complex risk landscape.
• Monitoring: A broad range of activities operate across the
business to monitor key risk areas, such as fire, health and
safety, and privacy. OSP is subject to independent attestation
of its IT security controls under the SOC2 assurance standard.
The results of these assurance activities are reported to the
Audit Committee and the Board.
• Operational oversight: Various governance committees and
operational forums provide oversight and challenge on key
risk areas within individual business areas including fire,
health and safety, DE&I, sustainability, cyber, fraud,
whistleblowing, compliance, technology, AI, data
governance and other areas of regulation or risk. The output
from these committees is part of the periodic updates
provided to the Audit Committee.
Details of the considerations given by the Audit
Committee this year to internal control and risk
management effectiveness are set out on pages 127-129
Outcome: During the year, the Risk Committee used its
programme of thematic deep dives to strengthen oversight
and drive clearer outcomes in areas of heightened
uncertainty and change. In particular, a deep dive on
organisational resilience supported a more coordinated and
maturing approach across the Group, including clearer
ownership, extended dedicated capability and greater focus
on preparedness for disruption. This work continues to
progress as resilience arrangements are further embedded
across the business. Deep dives on supply chain and tariff
exposure reinforced management focus on external volatility
and the need for ongoing cross-functional coordination, with
dedicated working groups maintaining oversight of evolving
trade and geopolitical risks. Collectively, these deep dives
enhanced the Committee’s ability to challenge management
on risk appetite, mitigation effectiveness and areas requiring
sustained attention.
86 Ocado Group plc Annual Report and Accounts 2025
Principal and emerging risks
Principal risks are considered in the context of how they relate
to the achievement of the Group’s strategic objectives.
Emerging risks are less defined than our Group principal risks
and typically do not pose an immediate threat. They are future
focused, with greater uncertainty and are more difficult to
quantify; however, they could threaten the future delivery of
our strategy. Set out on the pages below are details of the
principal risks and uncertainties for the Group, and the key
mitigating activities used to address them.
This includes an assessment of the residual (or post-
mitigation) risk movement during the year for each principal
risk and uncertainty.
Details of consideration given to finance risks by the
Company are set out on pages 95-97
Details of consideration given to climate-related risks by
the Company are set out on pages 76-83
We identify new and emerging risks and trends by analysing
inputs from both the external environment and internal
sources. We collaborate with the relevant teams across the
business to understand the potential impacts of the identified
emerging risks.
Emerging risks are presented to the Risk Committee for further
scrutiny. Based on its recommendations, we determine
whether reported risks should be monitored or actively
managed, with relevant matters reported to the Audit
Committee and Board as appropriate. This process enables us
to assess when an emerging risk should transition into an
active risk and be incorporated into the risk management
framework.
The 2024 Annual Report highlighted tariffs and AI as emerging
risks for the Group. During the year, we continued to monitor
these areas, alongside broader developments in the
geopolitical, regulatory and macroeconomic environment.
For 2025, we continue to monitor the accelerating pace of
regulatory, ethical and customer expectations relating to the
use of AI. The Group maintains a vigilant approach to the
identification and management of AI-related risks, including
through the ongoing monitoring of its dedicated AI risk register
and supporting governance arrangements, particularly in
relation to Generative AI. Where the Group has identified
known exposures and developed sufficient insight to support
informed decision-making, the threat implications of AI have
been reflected within the relevant principal risks.
The Group also continues to monitor the potential impacts of
increasing fragmentation in global trade, regulation and
geopolitical alignment, which could increase complexity, cost
and uncertainty across our operations and partner ecosystem.
The implications of these developments for supply chains,
partner economics and capital deployment are considered as
part of the Group’s principal risk assessment where relevant.
Setting risk appetite
Risk appetite is the level of risk that we are willing to accept in
pursuit of our strategy, before any action is determined to be
necessary in order to reduce that risk. The assessment takes
into account significant sustainability matters, climate-related
risks, our regulatory environment, culture and the geographies
in which we operate.
We monitor our risk levels against appetite at the Board and
Risk Committee using a five-point scale ranging from “open”
(meaning that we are willing to take justified risks to achieve
the highest return and accept the possibility of failure) to
“averse” (meaning that avoidance of risk is a core objective,
and we will always select the lowest risk option). For example,
a lower appetite is adopted in relation to regulatory, safety and
compliance risk matters, and higher appetite in relation to
innovation topics.
Ocado Retail
Ocado Retail Limited (“ORL”) is a 50:50 joint venture between
Ocado Group and Marks & Spencer Group plc (“M&S”). During
FY25, the controlling interest in ORL transferred to M&S. ORL
manages its risks independently in line with its governance
arrangements. Ocado Group does not have operational
responsibility for ORL’s risk management; however, matters of
strategic and financial relevance are considered where they
may impact the Group and are reflected within Ocado Group’s
principal risks where appropriate.
In particular, these include the following:
• ability to maintain a competitive retail proposition that
continues to appeal to a broad customer base in a highly
competitive and evolving market; and
• reliance on its joint venture partners, including Ocado Group
and M&S, for critical aspects of its operations, technology,
supply chain and strategic decision-making.
Other joint ventures and associates
The Board has oversight of risk management and internal
control for wholly owned subsidiaries. For joint ventures and
investments, risk management and internal control are
managed via their own boards and management teams.
87Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Principal risk title Risk category Movement
Link to
strategy
Sustainability
framework
Market proposition Strategic
Partner success Strategic
Product innovation protection & performance Strategic
Supply chain Operational
Talent & capability Operational
Cybersecurity & data Technology
Fire & safety Operational
Regulatory & compliance Compliance
Climate & environment Strategic
Geopolitical & macroeconomics Strategic
Liquidity & cash management Financial
Risk movement key:
Decreasing No change Increasing
Link to strategy key:
1. Identify Risks
2. Assess Risks
3. Manage Risks
4. Monitor & Report Risks
5. Risk Culture & Continous
Improvement
1
5
24
3
Conduct
Climate
Circularity
Community
Sustainability framework key:
Our Sustainability Report: pages 54-75
Risk at a glance
88 Ocado Group plc Annual Report and Accounts 2025
Changes to our principal risks during the year
During the year, the Group undertook a comprehensive review of its principal and emerging risks to confirm they remain
appropriate, relevant and aligned to the Group’s strategy and operating environment. As a result of this review, the principal risks
were refreshed to improve clarity and ensure they continue to reflect the Group’s most significant areas of exposure. This included
the addition of a new key risk within Market Proposition to more explicitly capture the risk that developed products may not deliver
expected functionality and/or prove uneconomic relative to their original business case. As part of the annual assessment, the
severity of certain principal risks was also reassessed to reflect developments in the external and organisational environment.
Two principal risks increased in assessed severity during the year: Climate & environment, and Talent & capability.
• The increase in the Climate & environment risk reflects a reassessment of the Group’s exposure to microplastic pollution, taking
account of increased regulatory scrutiny, evolving stakeholder expectations and growing media focus on plastic use, including
anticipated regulatory developments in the UK.
• The increase in the Talent & capability risk reflects the impacts of ongoing transformation on colleagues across the Group.
As the organisation transitions to a new operating model, there is increased focus on skills availability, resource capacity and
supporting colleagues through change.
In light of a number of high-profile cyber attacks on retailers during the year, the Group reviewed its Cybersecurity and data risks.
The assessed severity of this risk remained stable, reflecting the fact that the Group’s risk assessments already assumed a
heightened and evolving cyber threat environment.
Our principal risks
Principal risks are managed on a matrix basis across the Executive Committee, reflecting the cross-functional nature of the
Group’s operations. Clear internal executive ownership and defined risk leads support the management of risks, with oversight
provided through regular executive and committee review, including focused deep dives, escalation where required, and bi-
annual risk reviews assessing key controls against risk appetite and considering emerging risks.
Market proposition
Our OSP and OIA product offer, features, implementation schedule, pricing, or terms may not be sufficiently attractive to potential partners, or
may not be commercially attractive at a level that delivers adequate and sustainable returns for us, including where products prove uneconomic
relative to their original business case, increasing the risk that capitalised development costs cannot be fully recovered.
Key risks Core mitigation In-year developments Link to strategic
Objectives
• Commercial viability both for
us and our partners
• Our pricing is not competitive
• The functionality of our
products is not sufficiently
attractive
• We fail to market our products
professionally
• Competitive environment
• Products prove uneconomic
relative to their original
business case
• We have embedded strong pricing and
commercial governance, supported by
detailed financial analysis, validated cost
assumptions and senior approvals.
• We assess all partner and product
propositions through disciplined
investment, return and affordability
analysis.
• We maintain executive oversight of the
global sales pipeline to prioritise strategic,
scalable opportunities.
• We align Solutions, Technology and
Automation roadmaps to ensure
propositions remain competitive and
relevant.
• We use structured budgeting, partner-
level forecasting and multi-year financial
planning to support sustainable growth
and informed decision-making.
• We strengthened governance and
operating forums to improve oversight,
escalation and decision-making following
leadership changes.
• We actively managed partner network
changes and ongoing commercial
discussions to protect proposition
credibility and long-term value.
• We expanded the sales pipeline with larger,
strategic opportunities, supported by
increased executive engagement.
• We enhanced competitive, cost and market
benchmarking across automation
propositions to inform pricing, investment
prioritisation and future product
development.
• We strengthened commercial capability to
support future growth, including senior
sales recruitment
Movement
Sustainability
framework
89Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Product innovation, protection & performance
Our innovation and development processes, and use of AI may not meet partner needs or we may fail to provide protected, reliable and
commercially viable products. This could undermine our ability to attract and retain partners.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Product strategy and roadmap
misalignment with partner
needs
• Insufficiently sustainable
design
• Insufficient product quality
and performance
• Disruptive technologies are
not adopted and invested in
early enough, e.g. AI
• Intellectual property (“IP”)
infringement and lack of
protection
• We maintain governance over our
technology and AI roadmap through
biannual planning and senior committee
oversight, aligning priorities and
investment decisions to client needs
and return on investment (“ROI”).
• We apply defined product-development
and software-delivery lifecycles,
supported by common tooling and
standards, to enable reliable design,
testing, deployment and continuous
improvement.
• We strengthen innovation through
research and market monitoring, including
participation in funded programmes and
evaluation of emerging technologies such
as AI and robotics.
• We operate an IP framework, to safeguard
innovations.
• We advanced deployment of next-
generation hardware, including
international roll-out of OGRP arms, 600
Series bot reliability enhancements and
progress on auto-freezer installations.
• We improved software reliability and
delivery quality through engineering
reviews, performance trending and
incident analysis.
• We continued innovation programmes
across hardware automation, and made
enhancements to routing to deliver greater
efficiency and to short lead-time orders to
capture more shopping missions.
• We strengthened protection of intellectual
property through updated training,
reinforcing responsibilities for
safeguarding confidential information and
proprietary technology.
• We continued strengthening of AI
governance and oversight.
Movement
Sustainability
framework
Risk Management continued
Partner success
We invest in robots and MHE alongside our partners in the CFCs that we develop for them and we rely on the growth of our partners’ online
businesses to generate appropriate economic returns from this investment. If our partners do not achieve sustainable returns from their
investment then they may not expand their utilisation of the capacity that we have jointly invested in, in which case, we may fail to generate our
planned returns. It is also possible that if our partners are unable to generate acceptable returns themselves, they may close existing CFC
facilities.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Partners may be unable to
generate sufficient demand to
fill the capacity of the CFCs in
which they have invested
• Partners may be unable to
operate their online grocery
businesses efficiently enough
to generate the planned
returns, including the ability to
generate density in last mile
operations
• The strategies that our
partners adopt may
compromise their ability to
generate viable ecommerce
businesses
• We have dedicated Partner Success teams
embedded across all partner relationships,
sharing operational best practice and
training to enhance performance.
• We hold monthly financial and operational
reviews by partner and CFC, supported by
performance dashboards to identify and
address emerging risks.
• We carry out regular monitoring of CFC
utilisation and benchmarking against
agreed KPIs, with action plans jointly
developed with partners.
• We operate structured governance
through quarterly Partner Success
reviews.
• We provide oversight through the
Executive Committee to monitor
performance and delivery risk.
• We strengthened governance through
recent executive level changes and the
formation of the Executive Committee,
which provides strategic guidance and
oversight.
• We rolled out dashboards across all live
partners, enhancing visibility of utilisation
and profitability.
• We held Quarterly Growth Reviews
embedded to monitor performance
against growth targets and inform joint
improvement actions.
• We enhanced reporting to the Risk
Committee and Board on partner
utilisation and CFC performance.
Movement
Sustainability
framework
90 Ocado Group plc Annual Report and Accounts 2025
Talent & capability
Failure to retain, develop and engage critical talent during periods of significant change, which could jeopardise operational stability and growth
ambitions is a risk for the Group. Ensuring employees understand and align with the Company’s changing strategic priorities is vital to successful
organisational transformation. Additionally, fostering diversity – particularly diversity of thought and cultural diversity – is important for driving
innovation and achieving the next phase of strategic execution for the Group. Without a strong emphasis on executing plans effectively and
cultivating a high-performance culture, the organisation risks falling short of its objectives.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Retention and rewards
• Attraction
• Training and development
• Diversity and inclusion
• Succession planning
• Culture and wellbeing
(employee engagement and
relations)
• Organisational structure and
change
• We have defined and embedded diversity,
equity and inclusion policies, supported by
metrics reviewed quarterly.
• We maintain formal succession and
knowledge retention plans for Board,
Executive Committee, senior leadership
and other critical roles.
• We monitor employee engagement, values
and sentiment through regular surveys,
including eNPS, with action frameworks
in place.
• We operate transparent communication
channels and aligned goal-setting across
commercial and technical teams.
• We use a talent and performance
framework to develop, deploy and retain
critical skills.
• We provide governance through the Risk
Committee and People Committee.
• We expanded DE&I programme coverage,
data capture and learning completion,
while adapting delivery to regional
regulatory environments.
• We launched new learning and
development initiatives, including AI
literacy foundations and expanded
career pathways.
• We strengthened reward governance,
salary range adoption and global mobility
guidance to improve consistency and
cost control.
• We progressed executive succession
planning, with increased senior-level
engagement and development actions.
• We stabilised employee engagement
following earlier change activity and
aligned priority cultural improvements
through the People Committee and Board.
• We improved attraction for critical roles.
Movement
Sustainability
framework
Supply chain
Disruption in our extended and complex supply chain may adversely affect product availability and responsible sourcing.
This could result in increased costs and fines, delays to contractual commitments and loss of revenue.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Contract performance
• Regulation and responsible
sourcing
• Critical components supplier
fails
• Supplier decides Ocado
business is not attractive
• High volume of product
engineering changes
• We have an embedded and mature Sales &
Operations Planning process that aligns
demand, supply and financial plans,
supported by executive oversight.
• We operate structured Supplier
Relationship Management for critical
suppliers.We monitor supplier
performance through standardised KPIs
covering delivery, quality and cost, with
corrective actions in place.
• We undertake comprehensive supplier due
diligence covering information security,
financial resilience, business continuity
and compliance.
• We embed responsible sourcing
frameworks across the supply chain,
supported by codes of conduct, audits
and monitoring.
• We enhanced supplier segmentation and
category strategies to better reflect scale,
complexity and dependency.
• We completed scenario planning for
supplier failure and natural disaster
events, with response plans developed.
• We expanded responsible sourcing
coverage to additional supplier categories,
including Green House Gas emissions
and CBAM requirements.
• We increased the use of integrated
planning data, reducing manual processes
and improving visibility.
• We progressed mitigations for sole-source
dependencies through contingency and
alternative sourcing plans.
Movement
Sustainability
framework
91Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Fire & safety
Fire, or injury to a worker or customer, caused by product design or operating failures could result in business disruption, loss of assets and
reputational loss.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Fire safety
• Product safety
• Food safety
• People safety (construction,
operation and logistics)
• We maintain a Fire Prevention and Health &
Safety framework supported by global
HSFE policies and standards for life safety
and resilience.
• We provide quarterly enterprise-wide Fire
& Safety reporting to the Global HSFE
Committee, ensuring senior visibility and
governance alignment.
• We monitor high-impact safety and
continuity risks through structured
reporting and escalation, with insight via
the Group Safety Risk Register.
• We maintain business continuity
arrangements for fire and safety
scenarios, supported by impact
assessments, scenario planning and
crisis protocols.
• We maintain food safety compliance.
• We strengthened senior oversight of
fire-safety risk through a Risk Committee
deep dive and Internal Audit review,
reinforcing governance focus and visibility.
• We enhanced Fire & Safety governance by
integrating HSE and fire reporting into a
single HSFE framework, improving
oversight and clarifying accountability.
• We progressed fire-safety improvements
through enhanced tracking of remediation
across Technology Solutions and Ocado
Logistics, supporting future monitoring.
• We advanced business continuity and
operational resilience by consolidating
workflows within Ocado Logistics,
formalising crisis-management structures
and delivering scenario exercises.
Movement
Sustainability
framework
Risk Management continued
Cybersecurity & data
Disruption or loss of critical assets and sensitive information as a result of a cyber attack, insider threat, data breach or the misuse of AI (both
malicious and accidental) within our Group network or our supply chain could result in business disruption, reputational damage and regulatory
impacts for both Ocado and our partners.
Key risks Core mitigation In-year developments Link to strategic
objectives
• System security compromised
by a deliberate act
• Theft/loss of confidential and/
or personal data
• Confidential information about
a client’s business exposed to
unauthorised parties
• Loss of service availability
• We maintain Board-level governance over
cybersecurity & data risks through an
agreed security strategy, regular reporting
and independent assurance.
• We protect access to systems, networks
and data through layered controls,
including authentication, role-based
access and regular reviews.
• We manage system and application
changes through defined change-
management processes to maintain
integrity and reduce operational and
security risk.
• We protect critical systems and data
through monitoring, secure build
standards, encryption, recovery
capabilities and tested incident-response
arrangements.
• We strengthened cybersecurity controls to
address evolving threats, enhancing
preventative and detective capabilities to
protect sensitive systems.
• We increased awareness of phishing and
social-engineering through updated
guidance and refresher communications.
• We exercised incident-response
arrangements and maintained strong
governance through senior oversight and
risk review.
• We maintained continuous testing of
cybersecurity control effectiveness, with
processes to identify issues promptly and
ensure timely remediation.
• We continued to embed data privacy
awareness through training.
Movement
Sustainability
framework
92 Ocado Group plc Annual Report and Accounts 2025
Climate & environment
Transition and physical risks from changes in the climate and environment could disrupt our operations, supply chains and the demand for our
products, increase costs and threaten our reputation.
Key risks Core mitigation In-year developments Link to Strategic
objectives
• Extreme weather
• Energy usage
• ICE vehicle ban
• Net Zero Challenge
• Low carbon products
• Waste management
• Microplastic pollution
• Vehicle air pollution
• Biodiversity
For further information
please see our TCFD
Report, pages 76-83
• We maintain strong leadership oversight of
climate and environmental-related risks
and opportunities through the Board and
the Audit and Sustainability Committees.
• We review climate-related risks on an
annual basis, and update these as
appropriate.
• We implement site-level resilience
measures to reduce disruption from
extreme weather and climate-related
events.
• We manage energy and carbon exposure
through Procurement Policy, energy
diversification and ongoing efficiency
initiatives.
• We support decarbonisation and
circularity through fleet transition
planning, waste reduction, recycling
initiatives and sustainability-led
product design.
• We piloted AI energy efficiency tools at
selected UK offices, with evaluation
underway to inform potential roll-out to
operational sites.
• We progressed TNFD LEAP analysis to
better understand nature-related
dependencies, helping us to pinpoint areas
of biodiversity risk to support future
mitigation planning.
• We refined the quarterly dashboards
presented to the Sustainability Committee,
providing more decision-useful metrics to
inform strategy.
• We monitored the plastic bag ban set to
come into place in Wales in April 2026,
and worked with ORL to devise a
mitigation strategy.
Movement
Sustainability
framework
Regulatory & compliance
Failure to comply with local and international regulations could lead to loss of trust, penalties and reputational damage, and undermine our
ability to operate.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Statutory compliance across
jurisdictions of operation
• Regulatory compliance
• New geographies
• Emerging regulations
• Governance
• We maintain governance oversight
through the Risk Committee and the
Regulatory Expert Group, providing
oversight of regulatory risks and
mitigations.
• We operate a compliance framework
supported by policies, training,
guidance and awareness, including
Ocado Code training.
• We conduct periodic risk assessments on
core compliance topics to ensure that we
close gaps arising from organisational
change and evolving standards.
• We operate a Board Governance
Framework which ensures strong
governance at Board and Committee level.
• We evaluate Logistics compliance across
licensing, driver eligibility and age-
restricted products.
• We strengthened the policy framework
through updates to core compliance
policies, including Delegation of Authority,
Code of Conduct, Conflicts of Interest and
Share Dealing.
• We enhanced the fraud compliance
framework by updating policies, controls
and documentation, informed by refreshed
fraud risk assessment and regulatory
guidance.
• We launched updated Ocado Code
training, introducing new content and
preparing for the FY26 roll-out to reinforce
expected behaviours.
• We advanced preparations for new
regulatory frameworks, including the
EU AI Act and UK Corporate Governance
Code 2024.
Movement
Sustainability
framework
93Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Liquidity & cash management
Insufficient liquidity (cash balances plus undrawn facilities) to deliver our business goals and/or settle our liabilities.
Key risks Core mitigation In-year developments Link to strategic
objectives
• Inability to access debt or
equity capital markets to
refinance maturing debt as it
approaches maturity
• Inability to extend or access our
RCF including due to failure to
comply with its financial
covenants
• Deterioration in financial
performance (including reduced
profitability and cash flow
generation) which may hinder
the ability to refinance existing
debt
• Inadequate cash management
forecasting processes leading
to unexpected liquidity
shortfalls potentially
compromising our ability to
meet our financial commitments
• We initiate refinancing activity well ahead
of maturity dates, providing flexibility to
access market opportunities and reducing
liquidity risk.
• We monitor capital markets regularly,
supported by advisors and Board
oversight to inform refinancing strategy
and timing.
• We engage with rating agencies and
relationship banks to support confidence,
credit quality and access to funding.
• We maintain a diversified debt portfolio
across traditional and alternative
instruments to enhance flexibility and
optimise funding costs.
• We prepare rolling five-year cash flow
forecasts as part of our five-year plan,
incorporating downside scenarios and
covenant monitoring to assess liquidity
resilience and facility access.
• We maintained strong oversight of
liquidity through well-established
treasury controls.
• We prioritised forward-looking refinancing
activity, addressing upcoming maturities
early to support financial stability and
long-term resilience.
• We collaborated with banking partners to
secure greater flexibility within existing
facilities, reflecting strong relationships.
• We progressed the next phase of our
refinancing strategy to reshape the
maturity profile and reduce concentrations
of near-term debt.
• We broadened engagement with potential
investors to preserve access to diverse
financing options.
Movement
Sustainability
framework
Geopolitical & macroeconomics
With a global footprint encompassing operations, clients and supply chains, we are exposed to macroeconomic and geopolitical events (such as
tariffs, trade restrictions and sanctions) that could adversely affect our business. These factors could jeopardise the safety and security of our
people, premises and assets, impact our operational costs or continuity, delay partner growth and hinder the delivery of new capacity.
Macroeconomic factors may impact consumer behaviour or the growth of our partners or could affect the Group’s ability to secure financing.
Key risks Core mitigation In-year developments Link to strategic
Objectives
• War and conflict
• Civil unrest
• Economic downturn
• Sanctions & tariffs
• Health crisis
• Risk Committee oversight.
• We maintain resilience across Logistics,
Technology Operations and Technology
Solutions through established business
continuity and regular scenario exercises.
• We monitor global tariff and trade
developments, assessing implications for
sourcing, supply chains and delivery
programmes to mitigate disruption.
• We apply disciplined treasury and market
risk management, including hedging,
foreign exchange planning and
counterparty monitoring.
• We regularly review our five-year strategic
and financial plans to assess geopolitical
and macroeconomic impacts on
long-term priorities.
• We strengthened operational resilience
across Engineering Operations by rolling
out updated resilience plans and delivering
regional exercises programmes.
• We enhanced resilience capability within
Technology Solutions through updated
training, reviews of business impact
assessments and continuity plans.
• We reinforced financial resilience through
disciplined treasury and market-risk
management activities across Group
operations and ongoing counterparty
monitoring.
• We broadened our approach to tariff-
related risk through a dedicated Working
Group, expanding supply options to
mitigate impacts.
Movement
Sustainability
framework
Risk Management continued
94 Ocado Group plc Annual Report and Accounts 2025
Context for going concern and
viability statements
The Directors have assessed the Group’s prospects both as a
going concern, covering a period to the end of May 2027, and
its viability over a period of three years. Understanding our
business model, our strategy and our principal risks is a key
element in the assessment of the Group’s prospects, as well as
the formal consideration of viability. The Group’s strategy is
detailed on page 10 and our risk management framework is
described on pages 84-94.
The Group’s planning cycle is the primary annual strategic and
financial planning activity through which the Board assesses
the prospects of the Group, covering the five successive
financial years from FY26 to FY30.
The planning process involves modelling under a series of
assumptions surrounding both internal and external
parameters, with key assumptions including: delivery of
committed CFCs and signing new clients; increased capacity
and volume growth with existing clients; cost base of the
business (logistics, technology and corporate functions)
including inflation and the availability and cost of labour; and
technology development capital initiatives.
The robust planning process is led by the CEO, the CFO and
other members of the Executive Committee. The Board
undertook a detailed review of the plan, which reflected the
FY26 Budget and approved the plan in December 2025.
The Group’s trading performance is reviewed by the senior
management team and the Board in the context of the
objectives and targets of the forecast, within which the
Group’s strategy remains embedded.
Liquidity and financing position
The Group has cash and cash equivalents of £740m and net
debt of £1,048m as at the end of the period, compared to cash
and cash equivalents of £733m and net debt of £1,200m at the
end of FY24. The Group also has access to additional liquidity
through its £300m revolving credit facility (“RCF”) until August
2027, subject to meeting a net leverage covenant.
The net leverage covenant applies to the Restricted Group –
the consolidated group excluding Ocado Retail, Jones Food
and the results of the Group’s captive insurance entity. It is
assumed that the RCF is extended to cover the full viability
assessment period and that the required repayment and/or
refinancing of upcoming debt maturities is successfully
completed.
Current borrowing facilities mature in FY26, FY29 and FY30
with repayment due, and completed, in December 2025 (£56m
of the £600m convertible bond), and due in January 2027
(£350m convertible bond), August 2029 (£250m convertible
bond and £450m senior unsecured notes (“SUNs”)) and
August 2030 (£400m SUNs). As a number of these maturities
either fall within the viability assessment period or within the
12 months following, a key assumption in this exercise is that,
where required, replacement funding would be obtainable to
refinance existing facilities before they become current and
with coupon rates reflecting expected credit rating. This
includes an assumption that the debt maturing in 2029 would
be refinanced within the viability assessment period.
Assessment of longer-term viability
In accordance with the UK Corporate Governance Code, the
Directors have considered the appropriate time horizon to
adopt when assessing the longer-term viability of the Group. In
prior years, we have adopted a three-year time horizon for the
viability period.
There are a number of factors considered when assessing the
appropriate time horizon – the five-year duration of the Group’s
annual strategic planning process and how dependent the
output is on assumptions over that time period; the open-
ended duration of our Solutions contracts; the Group’s
financing profile which extends out to 2030; and the pace of
strategic and technological development for the Group.
Considering all of these factors together, the Directors have
concluded that a three-year time horizon remains appropriate
for the viability review providing a balance between providing
a sufficiently long-term view and maintaining a reasonable
degree of forecast accuracy.
Financial modelling
The going concern and viability assessments use as their base
the five-year plan including the FY26 Budget approved by the
Board, and reflect the FY25 outturn financial performance.
The Group has modelled three cases in its assessment of
going concern and viability. These are:
• the base case;
• a downside stress test; and
• a severe downside stress test.
95Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Going Concern and Viability Statements
Going Concern And Viability Statements continued
The principal risks of Cybersecurity & Data, Fire & Safety and
Regulatory & Compliance have not specifically been
referenced in the downside and severe downside modelling.
These risks are considered insurable and the primary impact is
likely to be reputational. As such, any significant impact from
these risks is covered by the reduction in growth of new
partners in the downside and severe downside scenarios.
The scenarios modelled do not make allowance for other
mitigating actions available to the Board that could be taken in
response to the crystallisation of one or more of the significant
risks. These mitigating actions include:
• accessing additional liquidity through the capital markets;
• reducing or temporarily slowing down our investment in
technology;
• disposing of all or part of our 50% holding in Ocado Retail;
and
• disposing of some or all of our strategic ventures
investments.
The table below shows how the downside and severe downside scenarios have reflected the crystallisation of one or more of the
Group’s principal risks.
Group principal risks and impact Downside Severe downside
1 Market proposition – OSP & OIA and
Product innovation, protection and
performance – OSP and OIA: inability
to attract new clients
Limiting growth in international OSP
Partners with a corresponding impact
on upfront fees.
Removing growth in international OSP
Partners with a corresponding impact
on upfront fees.
2 Partner Success – OSP: inability to
support partners’ expansion plans
Product innovation, protection and
performance – OSP and OIA: inability
to support existing client requirements
Limiting growth in modules from
existing international OSP Partners
with a corresponding impact on fees.
Delaying the delivery of committed
CFCs and removing growth in modules
from existing international OSP Partners
with a corresponding impact on fees.
3 Supply Chain, Talent & Capability,
Climate & Environment, and
Geopolitical & Macroeconomics –
increasing costs of solution delivery
Increase in direct operating costs
compared to the base case scenario
(i.e. reduced efficiencies obtained).
Further increase in direct operating
costs compared to the base case
scenario to maintain at FY25 exit level
across the assessment period (i.e. no
additional efficiencies obtained).
4 Liquidity and Cash Management
– increase in coupon rates for
refinancing and reduced success in
cost reduction
Increase in coupon rates for
refinancing existing debt by 1ppt. Cost
reduction programme reduced by 10%.
Increase in coupon rates for refinancing
existing debt by 2ppt. Cost reduction
programme reduced by 20%.
Base case
The Group has a cash position of £740m as at the end of FY25
and, under the base case, is forecast to retain positive cash
headroom of at least £150m throughout the assessment
period, together with access to additional RCF liquidity should
it be required.
Growth is forecast to continue in the UK through utilisation and
expansion of existing capacity and internationally with the
delivery of committed CFCs and incremental module
drawdowns from existing partners at live CFCs, the signing of
new CFCs (with either existing or new OSP Partners) and the
expansion in the Group’s ASRS business.
Capital expenditure assumes that delivery of the roll-out of the
CFC programme will continue, as well as supporting the
continued investment in our technology and OSP.
Based on the operational cash flows assumed in the plan, our
expectation is that no further fundraise would be required
within the viability period in order to support ongoing capital
expenditure requirements, although it is assumed that existing
debt due to mature in or shortly after the viability assessment
period is either paid from available cash or able to be
refinanced at appropriate market rates.
The Directors have therefore concluded that going concern
and viability would be maintained under the base cases
scenario.
96 Ocado Group plc Annual Report and Accounts 2025
Downside scenario
Under the downside scenario, the negative impact on fees as a
result of the reduction in new and existing partner growth, and
the increase in direct operating costs, is partially offset by a
reduction in capital expenditure resulting in a decline in the
Group’s cash position over the viability period when compared
to the base case of c.£60m. Despite the decline in the cash
position, the Group would continue to meet the net leverage
ratio covenant to enable it to draw down on the RCF
throughout the assessment period and bridge any funding
gaps in the absence of any other mitigating actions being
taken.
Severe downside scenario
Under the severe downside scenario, given the more severe
impacts of the Group’s principal risks being modelled, including
the removal of any new OSP Partners being signed and
incremental modules going live at existing CFCs, there is a
more significant decrease in the cash position of the Group
compared to the base case of c.£100m. Despite the decline in
the cash position, the Group would continue to meet the net
leverage ratio covenant to enable it to draw down on the RCF
throughout the assessment period and bridge any funding
gaps in the absence of any other mitigating actions being
taken.
Confirmation of viability
The assessment of the Group’s viability considers severe but
plausible scenarios aligned to the principal risks and
uncertainties set out on pages 84-94 where the realisation of
these risks is considered remote, considering the
effectiveness of the Group’s risk management and control
systems and current risk appetite.
The degree of severity applied in these scenarios was based
on management’s experience and knowledge of the industry
to determine plausible movements in assumptions.
The Directors also considered other mitigating actions
available to the Group and and assumed that these mitigating
actions can be applied on a timely basis.
Based on the analysis, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the viability
assessment period.
Going Concern Statement
Accounting standards require that Directors satisfy themselves
that it is reasonable for them to conclude whether it is
appropriate to prepare the Financial Statements on a going
concern basis.
In assessing going concern, the Directors take into account the
financial position of the Group, its cash flows, liquidity position
and borrowing facilities, which are set out in the Finance
Review on pages 22-47. In addition, the Directors consider the
Group’s business activities, together with factors that are likely
to affect its future development and position, as set out in the
Strategic Report on pages 1-98, and the Group’s principal risks
and the likely effectiveness of any mitigating actions and
controls available to the Directors as set out on pages 84-94.
After reviewing the Group’s liquidity and financial positions, the
Directors considered it appropriate to adopt the going concern
basis of accounting, with no material uncertainty identified, in
the preparation of the Company’s and Group’s Financial
Statements. The adoption of the going concern basis is not
reliant on access to the RCF.
97Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
The following summarises where you can find further information on each of the key areas of disclosure required by Sections
414CA and 414CB of the Companies Act 2006.
Strategic Report approval
The Company’s Strategic Report is set out on pages 1-98.
The Strategic Report is approved by the Board and signed on its behalf by
Mollie Stoker
Group General Counsel and Company Secretary
26 February 2026
Reporting requirement Relevant Ocado policies and procedures Additional information
Business model Our Business Model: pages 2-3
Principal risks and impact
of business activity
Enterprise Risk Management Policy
Information Security Management Policy
How We Manage Our Risks: pages 84-94
Audit Committee Report: pages 121-132
Non-financial KPIs Key Performance Indicators: see page 11
Business in Focus: Ocado Technology Solutions:
pages 12-16
Business in Focus: Ocado Logistics: pages 17-18
Business in Focus: Ocado Retail: pages 19-21
Sustainability Report: pages 54-75
Our employees Code of Conduct
Whistleblowing Policy
Equal Opportunities Policy
Work from Anywhere Policy
Board Diversity Policy
Health and Wellbeing Strategy
Health, Safety, Fire and Environment Policy
Performance Management Policy
Sustainability Report: pages 54-75
People Committee Report: pages 117-120
Directors’ Remuneration Report: pages 133-158
Respect for human rights Human Rights Policy
Modern Slavery Act Statement
Equal Opportunities Policy
Sustainability Report: pages 54-75
Social matters Code of Conduct
Data Protection Policy
Sustainability Report: pages 54-75
Anti-bribery and
anti-corruption
Anti-Bribery Policy
Anti-Money Laundering Policy
Conflicts of Interest Policy
Code of Conduct
Supplier Code of Conduct
Share Dealing Policy and Procedure
Fraud Prevention Policy
Whistleblowing Policy
Anti-Tax Evasion Policy
Procurement Policy
Sanctions and Export Controls Policy
Sustainability Report: pages 54-75
Environmental matters, including
climate-related disclosures
Sustainability framework Sustainability Report: pages 54-75
TCFD Report: pages 76-83
98 Ocado Group plc Annual Report and Accounts 2025
Non-Financial and Sustainability Information Statement
Governance
99 Governance Report
100 Chair’s Governance Statement
102 Board of Directors
111 Corporate Governance
117 People Committee Report
121 Audit Committee Report
133 Directors’ Remuneration Report
159 Directors’ Report
99Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
This year has been one of significant activity
for the Company as we progressed from
setting our strategy to its execution, and
I am highly encouraged by the tangible
progress made.
Overview
Throughout the year, the Board has ensured that the Company
remained focused on its strategic and financial priorities.
It has been pleasing to see the sustained commitment from
management to help our partners drive efficiency, improve our
cash flow trajectory and ensure the reach of our technology
continues to expand successfully beyond the grocery sector.
While we remain vigilant and adaptable in addressing our
challenges, we must not allow ourselves to become
complacent and there is still significant work ahead. The full
transition to Ocado Smart Platform is a great example of our
continued focus on enhancing our customer offering. You can
read more about our key milestones and progress over the
year in Tim’s CEO Review on pages 4-7.
Year in review
The Board has focused its discussions on several critical topics
throughout the year, including the approval of our five-year
plan, the Company’s overarching strategic priorities, a number
of key financial strategic decisions, successful partner
deployments and sustained investment in technology, as well
as discussions around Artificial Intelligence (“AI”). We also
remained abreast of the reset discussions with Kroger and I
am pleased that we continue to work closely together going
forward. Our dedicated strategy meeting this year centred on
the strategies for both Ocado Smart Platform (“OSP”) and
Ocado Intelligent Automation (“OIA”), alongside exploring other
strategic growth options. As a direct result of this meeting, the
Board refined its strategic objectives and agreed on a number
of key goals for FY26. We now have a robust framework in
place to connect and monitor our long-term priorities to
measurable short-term outcomes.
Adam Warby
Chair
“This year, the Board refined
its strategic objectives and
agreed on a number of key
goals for FY26.”
100 Ocado Group plc Annual Report and Accounts 2025
Chair’s Governance Statement
I was pleased to welcome valuable external perspectives into
the boardroom from some of our investors, who informed the
Board on the macro and technology environment, as well
as analyst and investors perceptions of the Company.
Additionally, a customer perspective was provided, offering
insights on key trends in grocery retailer supply chain,
automation and ecommerce. You can find a more detailed
account of the Board’s focus this year on pages 106-107.
Board and Senior Management
Executive succession remained a primary focus for the People
Committee this year, resulting in several important changes to
our Executive Committee to ensure it remains fit for the next
phase of growth.
As a Board, we bid farewell to Emma Lloyd as Non-Executive
Director in November 2025, and thank her for her considerable
contribution. To ensure continuity during this period of change
for the Company, the Board approved the extension of Andrew
Harrison’s tenure as Senior Independent Director and
Designated Non-Executive Director for Workforce Engagement
for an additional 12 months, to 1 March 2027. We were also
delighted to welcome Cathy Graham to the Board with effect
from 1 February 2026. Cathy brings considerable expertise in
leading large organisations and highly relevant experience in
high-growth technology companies. I am also pleased to
confirm that Mollie Stoker joined us as Group General Counsel
& Company Secretary from 1 September 2025, following the
retirement of Neill Abrams after 25 years in role.
Promoting good governance
This year, we undertook an internally facilitated evaluation of
the Board’s effectiveness, building upon the findings of the
external review conducted last year. My aim was to ensure that
we did not lose sight of the actions identified in the external
review; consequently, we have built on those actions and, as a
Board, agreed on a number of key actions for the forthcoming
year. I will be working closely with Mollie Stoker over the year
to progress these actions. You can read more about the
process and actions for FY26 on page 116.
This year marks our final year of reporting against the 2018 UK
Corporate Governance Code (the Code), with which we are
fully compliant. See page 169 for more details about how we
comply with the Code. We have proactively reviewed our
governance practices against the UK Corporate Governance
Code 2024 (the 2024 Code) to ensure we comply from FY26
and are aligned in promoting the highest standards of
governance.
The Audit Committee, in particular, has placed significant
focus on strengthening the current control environment under
Provision 29 to enable a dry run of our effectiveness of
material controls well ahead of the Board declaration, which
for us is for the year ending 28 November 2027. You can read
more about our preparedness on pages 127-129.
Looking ahead
We remain committed to our shareholders and stakeholders to
achieve our core priorities, as set out in Tim’s CEO Review. It is
an exciting time for the Company, following the end of
exclusivity in the majority of our partner markets, for us to
restart commercial activity in some of the world’s largest
grocery ecommerce markets. The realignment of our structure
will be core to our sustainable, profitable growth and it is going
to be a period of intense activity and change for the Company
that we all must stand behind.
Finally, on behalf of the Board, I would like to extend my
sincere thanks to all of our shareholders for your continued
support, and to our employees across the business for their
incredible hard work, commitment and dedication to Ocado.
Adam Warby
Chair
26 February 2026
101Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Appointed: 1 November 2024 as Non-
Executive Director and 1 December 2024 as
Non-Executive Chair
Tenure: 1 year
Skills and competencies:
Adam was a founding Executive member of
Avanade Corporation, a global IT consulting
and Digital services JV between Microsoft and
Accenture company, and served as its CEO for
11 years. He was instrumental in accelerating
the company’s growth to over $3bn in global
sales, including five acquisitions across Europe
and North America. He was Chair of Heidrick &
Struggles Inc, the leading Global Executive
Search and Talent development firm, but
stepped down in December 2025 following its
takeover. Adam joined Visma as a Non-
Executive Director on 1 January 2026.
Between 2017 and 2023, he served as Chair
of Junior Achievement Europe, a youth-
focused non-profit providing programmes for
entrepreneurship and work readiness, as part
of expanding Avanade’s Corporate Citizenship
mission. Previously, he served as Chair of
SoftwareOne Holding AG, the Swiss enterprise
software and cloud advice firm. Prior to joining
Avanade, Adam held a number of management
roles at Microsoft Corporation and earlier at
IBM. Adam holds a BSc in Mechanical
Engineering from Imperial College London.
Adam’s extensive experience gained in the
technology sector and relevant chair
experience at a range of international
companies, as well as his expertise as a leader
in global technology and consulting is a
valuable asset to the Board and equips him
to lead the Company forward.
External appointments:
• Chair, Visma
Appointed: 13 April 2000
Tenure: 25 years
Skills and competencies:
Tim is the founding Chief Executive Officer of
Ocado, which he established with two former
colleagues from Goldman Sachs in 2000, and
has been an Executive Director ever since.
He started his career as a bond trader at
Goldman Sachs in London, New York and
Hong Kong.
As CEO, Tim leads on the implementation of
the Group’s strategy and ensures the
Executive Committee is aligned on the
Group’s strategy and vision. Tim’s ability to
drive strategic partnerships, navigate
complex supply chain logistics and leverage
cutting-edge technology demonstrates his
effectiveness in steering Ocado’s growth.
As a founder of Ocado, he plays an important
role in leading Ocado’s culture of openness,
innovation and collaboration.
External appointments:
• Non-Executive Chairman,
Ocado Retail Limited
Appointed: 22 March 2021
Tenure: 4 years
Skills and competencies:
Stephen joined as Chief Financial Officer from
Rolls-Royce in 2021, where he was also CFO.
He brings a deep understanding and
experience of UK-listed and international
business across a range of sectors.
He graduated from the University of Leeds
with a BA in Economics and Accounting and
qualified as a Chartered Accountant at Price
Waterhouse (now PwC) in 1988. Stephen has
held many executive roles including CFO of
DMGT plc, COO and CFO of Dow Jones, and
CFO of News International. He has extensive
financial expertise, a strategic mindset and
has led Ocado through significant financing
decisions, including the recent refinancing,
which not only met immediate liquidity needs,
but have also positioned the Company for
long-term growth. Stephen’s contributions
have been crucial in strengthening Ocado’s
financial position.
For more information about how the Board
considered Stephen’s external appointments,
please see page 114.
External appointments:
• Non-Executive Director,
Chair of Audit Committee,
3i Group plc
Key:
Chair Executive Director Non-Executive Director
Group General Counsel and Company Secretary
Key to Committee membership
A
Audit Committee
R
Remuneration Committee
P
People Committee Committee Chair
Adam Warby
Chair
Tim Steiner
Chief Executive Officer
Stephen Daintith
Chief Financial Officer
P
102 Ocado Group plc Annual Report and Accounts 2025
Board of Directors
Appointed: 1 March 2016
Tenure: 9 years
Skills and competencies:
Andrew graduated from the University of
Leeds with a BA (Hons) in Management
Studies in 1992 and is currently a partner at
Freston Ventures, which invests in consumer
brands that challenge the status quo. Andrew
previously served as Chair of Carphone
Warehouse Ltd and was formerly Group CEO
of Carphone Warehouse Group PLC before its
merger with Dixons Group plc, which he led.
During his career, he has successfully grown
numerous new businesses, has gained
international retail experience, and developed
and ran a global services business.
Andrew has an extensive background in
leadership and governance, and brings a
wealth of strategic knowledge and corporate
governance expertise to the Board. His ability
to provide oversight and offer valuable
insights enables him to contribute to, and
constructively challenge, a wide range of
Board debates.
External appointments:
• Non-Executive Director, Dr. Martens plc
• Chair of Trustees, Mental Health
Innovations
• Chair, Strike Ltd
• Partner, Freston Ventures Investments LLP
• Chair, Chik’n Ltd
• Director, Smiles and Smiles Holding Ltd
Appointed: 13 March 2003
Tenure: 22 years
Skills and competencies:
Jörn holds a degree in Business
Administration from Lund University, Sweden
and has over 30 years’ experience in
corporate development and international
mergers and acquisitions.
Jörn’s extensive background in business and
investments equips him with strong skills in
assessing investment opportunities,
evaluating risk and providing a broader
perspective on business strategy. This aligns
well with Ocado’s ambition in the competitive
online grocery and technology sectors, and
his significant knowledge of the history of the
business is extremely valuable in providing
context and continuity for new members.
External appointments:
• Board Member, Tetra Laval
• Board Member, Alfa Laval AB
• Board Member, DeLaval Holding AB
Appointed: 1 September 2018
Tenure: 7 years
Skills and competencies:
Julie holds a BA (Hons) in Economics from the
University of Cambridge and is a qualified
chartered accountant. Her previous executive
roles included Group Finance Director at
Porsche Cars, CFO and CCO at Virgin
Atlantic, and Finance and Operations Director
at H J Chapman, a WH Smith subsidiary. Her
former non-executive roles include Chair of
the Audit Committees at Rentokil Initial plc,
DFS Furniture Company and Cineworld plc.
She was also Non-Executive Director and
Senior Independent Director at easyJet plc
and Chair of the Nomination and
Compensation Committee at Gategroup.
Julie’s extensive experience in finance and
strategic leadership across the technology,
aviation and finance sectors bring financial
acumen, risk assessment skills and a proven
track record of guiding organisations through
growth and transformation to the Board.
She provides valuable insights, significant
board experience in public companies and
financial expertise to effectively chair the
Remuneration Committee and provide
valuable experience to the Audit Committee.
External appointments:
• Non-Executive Chair,
NXP Semiconductors N.V.
• Non-Executive Director,
Shilton Midco 2 Limited
• Non-Executive Chair,
RWS Holdings plc
Andrew Harrison
Senior Independent Director and
Designated Non-Executive Director
Jörn Rausing
Non-Executive Director; Independent
Julie Southern
Non-Executive Director; Independent
A
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P
103Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Changes to the Board
During the period and up to the date of
signing of the Financial Statements,
the following changes to the
composition of the Board took place:
• Emma Lloyd retired from her position
as Non-Executive Director with
effect from 14 November 2025.
Appointed: 1 September 2021
Tenure: 4 years
Skills and competencies:
Nadia is an industry leader in the field of
machine learning and robotics, and holds a
PhD in Mathematics from Princeton
University. Her previous roles include Vice
President, Technology, Worldwide Supply
Chain and Fulfilment at Amazon, Non-
Executive Director and Advisor of Cimpress
plc, Ferguson, Formlabs, BlueYonder,
Berkshire Grey, and CEO and founder of
Hointer, a start-up retail technology company
aiming to change the physical retail
experience with smart solutions and
analytics.
Nadia’s extensive knowledge in technology,
supply chain efficiency and innovation brings
a profound understanding of ecommerce,
automation, logistics and strategies focused
on meeting customer needs to the Board. She
provides focused insight and valuable
know-how to Board discussions.
External appointments:
• Senior Advisor, New Mountain Capital LLC
• Non-Executive Director,
Mobile TeleSystems PJSC
• Non-Executive Director,
B&M European Value Retail S.A.
Appointed: 1 January 2023
Tenure: 3 years
Skills and competencies:
Julia has more than 30 years’ experience in
the fields of supply chain, procurement and
operations. She has served as Chief
Procurement Officer for several of the world’s
largest global companies including Clorox,
Kraft, Mondelez, Mars-Wrigley and Carnival
Corporation & plc. She has also worked in key
leadership positions at Procter & Gamble,
Diageo and Gillette. She has led significant
operational and organisational transformation
initiatives primarily in the consumer products
and hospitality sectors. She has also led the
creation of multi-billion dollar contracts and
supplier relationships and global teams in
every region of the world.
Julia has an extensive background in business
transformation of global companies,
operations, mergers and acquisitions, and
sustainability. She is an expert in supply chain
and brings a strong perspective to the board.
She has served on the remuneration and
governance committees for public and private
boards and has a depth of experience in
corporate governance. She currently serves
as a trustee for the Perez Art Museum (Miami).
Julia’s qualifications and experience make her
an outstanding Non-Executive Director at
Ocado, largely owing to her vast experience
across her roles.
External appointments:
• Non-Executive Director, Perrigo Company PLC
Appointed: 1 September 2023
Tenure: 2 years
Skills and competencies:
Rachel has over 30 years’ experience across
B2C and B2B businesses, including extensive
executive plc leadership. She is currently
Non-Executive Director and Chair of the
Audit Committee of Marston’s plc and
Non-Executive Director, Chair of the Audit &
Risk Committee and Chair of the Customer
Committee of Cash Access UK Limited. She
was formerly Non-Executive Director of HM
Courts & Tribunals Service and Dunelm plc.
Rachel previously served as CEO of Ted
Baker plc until 2023, and was Chief Financial
Officer of multiple companies, including Ted
Baker plc, Debenhams plc and Domino’s Pizza
Group plc. Prior to that she was a Finance
Director at Vodafone and the Finance &
Strategy Director at the John Lewis Division
of the John Lewis Partnership. Rachel holds
an MA in Veterinary Medicine from the
University of Cambridge and is a qualified
chartered accountant.
Rachel is a highly qualified Non-Executive
Director and possesses in-depth
comprehension of financial management,
strategic planning, risk assessment, business
transformation and customer-centric
business approaches. Her background and
extensive financial expertise allow her to
chair the Audit Committee effectively and her
background and insight into consumer
experience, retail business and
transformations are extremely valuable.
External appointments:
• Non-Executive Director, Chair of the
Audit Committee, Marston’s PLC
• Non-Executive Director, Chair of the
Audit & Risk Committee, Chair of
Customer Committee, Cash Access UK Ltd
Nadia Shouraboura
Non-Executive Director; Independent
Julia M. Brown
Non-Executive Director; Independent
Rachel Osborne
Non-Executive Director; Independent
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Board of Directors continued
104 Ocado Group plc Annual Report and Accounts 2025
Appointed: 1 June 2024
Tenure: 1 year
Skills and competencies:
Gavin was previously at Salesforce Inc.,
predominantly in the role of President and
Chief Revenue Officer. Prior to joining
Salesforce, he held multiple senior roles at
BT Group plc, including Group Chief
Executive Officer between 2013 and 2019.
His prior positions include brand
management and marketing roles at Procter
& Gamble.
Gavin has served on various boards including
those of listed, privately held and private
equity-owned companies, as well as several
charities and educational establishments.
He graduated from Cambridge University
with an MEng, Chemical Engineering.
Gavin brings considerable expertise leading
large multinational organisations and highly
relevant experience of the global marketplace
for platform services. His considerable
experience at the helm of multinational B2B
technology companies is a valuable asset to
our Board and leadership team.
External appointments:
• Non-Executive Chairman,
Elixirr International plc
• Non-Executive Director, Wix Inc Ltd
Appointed: 1 February 2026
Tenure: 1 month
Skills and competencies:
Cathy has more than 30 years’ experience as
a CFO for high growth technology companies,
most recently serving as CFO for UK
cybersecurity firm, Darktrace Ltd. Prior to
Darktrace, she was the CFO leading financial
and operating activities at a number of US
companies in sectors including education
technology, financial technology, internet
services and telecommunications
manufacturing.
Cathy currently serves as a Non-Executive
Director and Chair of the Audit Committee for
ICEYE Oy, a Finnish microsatellite
manufacturer and operator, and advises
companies undergoing growth and
transformation on behalf of investors and
management.
Cathy holds a BA in Economics from the
University of Maryland and an MBA from
Loyola University.
Cathy’s extensive financial and organisational
leadership qualifications, along with her deep
knowledge of financial functions and listed
company communications and governance
requirements, make her highly qualified to
serve and make valuable contributions as a
Non-Executive Director at Ocado.
External appointments:
• Non-Executive Director, Chair of the Audit
Committee, ICEYE Oy
Appointed: 1 September 2025
Skills and competencies:
Mollie previously served as Deputy General
Counsel at Ocado Group, before moving on to
Britvic plc, where she was General Counsel
and Company Secretary. She previously held
senior and executive level legal and
leadership roles at DWF Group plc and
Suntory Beverage and Food. Mollie trained
and qualified at Slaughter and May, and spent
a number of years working in US law firms as
a corporate lawyer focusing on M&A and
capital markets. She holds an MA in Classics
from the University of Cambridge and
completed her legal training at the University
of Law.
Mollie brings extensive legal, M&A and
corporate governance experience from senior
leadership roles in several large, international
businesses. Her understanding of the
regulatory landscape, combined with her
prior experience at Ocado, is an asset to the
Group.
Gavin Patterson
Non-Executive Director; Independent
Senior management
gender diversity*
1
Total employees by genderBoard gender diversity*
*Charts as at 30 November 2025
1 “Senior management” is
defined as the first level of
management directly
reporting to the CEO and
these managers’ immediate
direct reports excluding
admin support roles. See
page 277 for our full
calculation methodology
related to our senior
leadership diversity metrics.
Key:
Women
4
Men
6
Senior manageme
Key:
Women
33%
Men
67%
Key:
Women
17%
Men
82%
Not disclosed
1%
Mollie Stoker
Group General Counsel
and Company Secretary
Cathy Graham
Non-Executive Director; Independent
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105Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
106 Ocado Group plc Annual Report and Accounts 2025
Key Board Focus Areas during the year
Board activities during the year
At each Board meeting, the Board received updates from
across the business and information on other strategic matters
to ensure appropriate structured discussions and informed
decision-making. Board meetings across the year included the
following matters:
• Performance and operational business updates, including
reports from the CEO and CFO, and key matters relating to
partners and products, alongside reports from Logistics and
ORL.
• Key updates around Partners this year included the Kroger
Letter of Credit and reset;
• Legal and governance matters;
• Sustainability, Risk and Internal Control updates;
• Reports from the Chairs of the Board Committees, including
the key matters discussed at Committee meetings and
matters to bring to the Board’s attention for input or
approval;
• Internal and external reports on matters of strategic
importance, opportunities and risk, to provide additional
insight into these areas; and
• Presentations from external presenters, including this year
on the macro and technology environment and key trends in
ecommerce and automation, to provide greater insight into
the market the business operates in.
Key matters that the Board discussed this year included:
• Approval of the five-year plan, the Company’s overarching
strategic priorities, a number of key financial strategic
priorities, a number of key financial strategic decisions,
successful partner deployments and sustained investment in
technology, as well as discussions around Artificial
Intelligence (“AI”);
• The Letter of Credit and reset discussions with Kroger and
the work being done to continue to work closely together
going forward; and
• The dedicated strategy meeting centred on the strategies
for both OSP and OIA, alongside exploring other strategic
growth options. As a direct result of this meeting, the Board
refined its strategic objectives and agreed on a number of
key goals for FY26. We now have a robust framework in
place to connect and monitor our long-term priorities to
measurable short-term outcomes.
Board meetings include attendees from senior management,
who report and update on their area of expertise, and where
required, external advisors, to enable a deeper understanding
and provide an opportunity for the Board to question and
challenge senior management. The Chair and Non-Executive
Directors meet at the end of each scheduled Board meeting
without the Executive Directors present to enable an
opportunity to discuss the business and key matters without
senior management present.
The following are the key topics the Board focused on during
the year.
Strategy
At the end of 2025, the Board reviewed and approved the
updated five-year plan, assessed progress against the plan,
and reconfirmed the core objective for the Group to achieve
cash flow breakeven by FY27. During the year, the Board
undertook a review of the Group’s strategic priorities to ensure
that they remained appropriate to enable future growth and
undertook in-depth discussions on the strategic levers to
enable success. The Board agreed at the two-day strategy
meeting the strategic priorities and established actions to
achieve these and measure progress. These were then
monitored with regular updates provided.
Finance
The Board approved a number of actions to strengthen the
Group’s financial position, to manage the debt position and
ensure strong liquidity. In May, the Board approved a tender
offer for the Group’s 2025 convertible bonds and 2026 notes,
and the issuance of £300m of notes due in 2030, followed in
June by approval of a further repurchase of 2025 convertible
bonds and the private placement of an additional £100m of
notes due in 2030. In October, the Board approved a
redemption of the remaining outstanding 2026 notes. In
addition, the Board approved the drawing down of a Letter
of Credit from Kroger.
Performance and operations
The Board received regular reports on OSP Partner operations
and the implementation of CFC projects. The Board had a
strong focus on monitoring OSP Partner success, with regular
updates on discussions with partners and the initiatives in
place to support our partners to increase volumes and
Board meetings and attendance
During the year, the Board conducted meetings in
person, providing video conference facilities if required
by any Director, with some ad hoc meetings added to the
Board schedule to discuss and make time-sensitive
decisions, including approval of the refinancing and
Kroger negotiations.
During the period, the Non-Executive Directors held a
number of scheduled meetings without the Executive
Directors present, as well as some informal sessions. In
the event a Director was unable to attend a meeting, they
received all papers for the meeting and had the
opportunity to raise any points ahead of the meeting. In
the year, there were some additional meetings diarised
and some Directors were unable to join due to prior
commitments and the short notice of these meetings.
Board meetings attended/possible meetings the Director
could have attended
Director
Adam Warby (Chair) 14/14
Tim Steiner 14/14
Stephen Daintith 13/14
Andrew Harrison 14/14
Jörn Rausing 14/14
Julie Southern 14/14
Nadia Shouraboura 13/14
Julia M. Brown 12/14
Rachel Osborne 14/14
Gavin Patterson 14/14
Past Directors
Emma Lloyd* 13/14
* Emma Lloyd stepped down from the Board on 14 November 2025.
107Ocado Group plc Annual Report and Accounts 2025
operational efficiencies. This included approving the
realignment of some of our partner relationships, including
opening up new opportunities from the end of exclusivity in
some markets. The Board received regular updates on OIA’s
business, including progress with McKesson and the pipeline
of prospects, and approved entering into an agreement with
GAP. There were also regular updates on ORL, including the
deconsolidation and the successful completion of the
migration to OSP, and Ocado Logistics, including changes
implemented to reduce delivery costs. The Board monitored
progress on various technology projects, including progress of
our Store Based Automation solution, and approved planned
technology investment and research and development goals.
People and leadership
The Board considered its own composition and effectiveness
to ensure the appropriate skills and experience to lead the
Group were in place. The Board approved the appointment of
Cathy Graham as Non-Executive Director from 1 February
2026 and the extension of Andrew Harrison’s tenure to 1 March
2027, to provide continuity of experienced leadership, and
accepted Emma Lloyd’s resignation as Non-Executive Director.
The Board approved the appointment of Mollie Stoker as
Group General Counsel and Company Secretary, and accepted
the resignation of Neill Abrams from the role.
The Board reviewed and discussed the outcomes of the
internal Board effectiveness review and creation of the action
plan for FY26, building on the actions from the external
effectiveness review in FY24.
Risk management and internal controls
The Board completed the annual review of principal and
emerging risks, and consideration of the risk appetite. The
Board also reviewed the effectiveness of the Group’s systems
of internal control and risk management, including a detailed
review of material controls, which highlighted a number of
additional controls to consider. The Board monitored the work
of senior management and the Audit Committee to ensure the
Group internal controls align with the new Code requirements.
You can read more about progress to compliance on pages
127-129.
Governance
The Board monitored progress against the Group sustainability
strategy framework, implemented last year, and reviewed
various sustainability-related matters. The Board reviewed and
approved corporate statements including the Gender Pay Gap
Report, the Modern Slavery Act Statement and the Basis of
Reporting 2024.
Governance
Financial Statements
Additional Information
Strategic Report
Inputs into strategy
Board strategy meeting
At the FY25 strategy meeting, the Board undertook an
in-depth assessment of the Group strategy with
discussions on all areas of the business and the external
environment the business operates in. In-depth reports
from across the business enabled informed discussions
on the challenges and opportunities for the Group. The
Board also held sessions with external advisors to
provide an updated view of the market, key trends in the
industry and customer, and investor perspectives.
Together, this enabled a realistic assessment of growth
pathways for the Group. The Board confirmed the
strategic objectives with clear plans of action for each,
including specific outcomes and performance measures,
as well as setting ownership and accountability for the
actions. Progress on the objectives is monitored at each
Board meeting.
You can see our refreshed strategic objectives on
page 10.
The principal role of the Board is to promote the long-term
sustainable success of the Group, to generate and preserve
value for investors and other stakeholders, and to contribute to
the wider society. The Board defines the Group’s purpose and
strategy, in line with our values, and ensures that the business
model and culture support the delivery of the Group’s strategic
priorities to generate sustainable growth.
The Board undertakes an in-depth annual review of the
strategy to ensure it remains fit for purpose and that
appropriate short and medium-term goals to progress our
objectives are in place. The goals are then monitored
throughout the year with an update on progress included at
each Board meeting. At each meeting, the Board receives
detailed updates on progress and plans towards the
achievement of the strategy from each business unit, including
any challenges and opportunities that arise.
The Executive Committee and senior management are
responsible for the implementation of the strategic objectives,
with decision-making further dispersed across the business.
Therefore, it is essential that, across the Group, there is an
understanding of our strategy and how individuals contribute
to this. Goals for Technology Solutions and Ocado Logistics
are set annually, and there are progress updates to employees
throughout the year, with the goals reinforced through internal
communications and a tracker employees can access. These
goals are further reinforced through the setting of team and
individual objectives in line with them, to ensure all employees
can see how their role and work supports the Group goals.
The views of our key stakeholders are important
considerations in setting the strategy and in decision-making.
In addition, strong, mutually beneficial relationships with our
stakeholders support the delivery of our strategic objectives.
Engaging with our stakeholders is important to understand
their views and priorities as well as to inform and aid their
understanding of our business and strategy. Information on
engagement with our stakeholders is provided on pages
48-51.
The Board has ultimate responsibility for ensuring the
necessary resources are in place, and effectively deployed, to
be able to deliver the strategy. The governance framework,
and processes and policies in place, are designed to ensure
efficient internal reporting and effective management. For
more information on the governance framework, see page 111.
There are robust risk management and internal control
systems in place which allow the Board to assess and manage
risks to the business and ensure sound decision-making. For
more information on risk management and internal controls,
and how these are evolving under the Corporate Governance
Code 2024, see pages 127-129.
108 Ocado Group plc Annual Report and Accounts 2025
Setting and delivering the strategy
Setting and
delivering
the strategy
1. In line with our purpose
Strategic objectives enable
us to achieve our purpose
2. Supported by our values
and culture
Ensure our values and culture
are aligned with our strategy
3. Reflects stakeholder views
Set strategy in line with
shareholder priorities
4. Necessary resources in place
Ensure governance, risk and
internal controls framework,
finance and people are in place
to enable delivery of the strategy
109Ocado Group plc Annual Report and Accounts 2025
The Board recognises the importance of a corporate culture
that aligns with our values and supports our strategy and
purpose. Our governance framework is designed to facilitate
innovation and autonomy through information-sharing and
delegated authority. A focus on sharing strategic objectives
across the Group, with team and individual goals feeding into
these, allows employees to understand their role in supporting
our strategy and support greater alignment and collaboration.
In January 2025, the Technology Solutions goals were shared
at an employee launch event, with further update events on
progress throughout the year and a review of the results in
January 2026 alongside the launch event for the FY26 goals.
This year, work was undertaken to ensure Ocado Logistics has
a defined organisational purpose for employees to understand
their role in pursuing our strategic objectives. Our values are
described through individual behaviours to ensure greater
understanding and encourage a culture of behaviours that
support these values. In Technology Solutions, monthly peer
awards awarded to employees, nominated by their colleagues,
who are seen to live our values and behaviours, provide
recognition for acting in line with our values and also reinforce
the behaviours as part of the desired culture.
Our diverse team brings a range of experience, expertise and
perspectives that shape our values and culture, driving the
Group’s strategic objectives. A strong culture fosters success,
attracts talent and enables our people to thrive. A positive,
supportive environment where people feel valued and
motivated is key to our success. The Board monitors the
culture through various qualitative and quantitative measures
that provide insight into the culture of the Group. The work that
the People Committee has undertaken with regards to our
employees across the Group is detailed on page 118.
It is important that as well as monitoring the culture, the Board
also promotes the culture, and supports and encourages
senior management to do so. The Directors strive through their
own conduct to set the right tone from the top for senior
management and the wider workforce. This is shown in the
Board’s commitment to high standards of corporate
governance and ethical behaviour, open and transparent
reporting, engagement with our people and entrepreneurial
leadership.
The following are the primary sources the Board utilises to
assess and promote the desired culture across the Group.
Employee engagement
A variety of communications and employee events reinforce
our culture. Regular town halls for all Technology Solutions
employees are held by the Executive Committee and other
senior management, enabling employees to ask direct
questions to senior management. Internal communication tools
are utilised to keep employees informed of developments in
the business.
The Board continues to consider the Designated Non-
Executive Director for Workforce Engagement (“DNED”) to be
the most appropriate method of workforce engagement and
Andrew Harrison, as DNED, provides valuable feedback from
employees to the Board to assist in monitoring the culture.
Through active engagement with a range of employee forums
and the People team, the DNED is an important link between
the Board and the wider workforce.
Policies and practices
The Board takes responsibility for all workforce policies and
practices, and ensures these uphold our culture and values.
Our Code of Conduct promotes high standards of ethics and
responsible decision-making, supported by other policies
including on fraud, bribery, tax evasion, competition and
money laundering to ensure they are consistent with the
Group’s values.
The Board reviews and approves all significant policies that
impact our workforce to ensure that our policies and practices
continue to reflect our values and the desired behaviours to
embed the culture. This year, updated policies on fraud and
share dealing reinforced the need for ethical behaviour.
Employees undertake mandatory training on key policies to
ensure that they are properly understood and to help embed
the principles as part of our culture. This year, mandatory
training relating to the Code of Conduct was rolled out to all
employees.
Monitoring and supporting the culture
Governance
Financial Statements
Additional Information
Strategic Report
Monitoring and supporting the culture continued
110 Ocado Group plc Annual Report and Accounts 2025
Board and Committee meetings
The Board receives reports throughout the year on health and
safety matters, compliance, employee engagement, talent and
retention, and whistleblowing, which provide insights into the
culture. There are updates from each Committee meeting
provided at each Board meeting. The Audit Committee
receives compliance reports, including statistics on the use of
compliance tools and compliance training, with good
completion rates this year indicating a high level of
engagement across the Group. The Audit Committee Chair
provides update reports at Board meetings, including
highlights from these reports and any issues raised requiring
further discussion by the Board.
Employee feedback
The results and feedback from regular engagement surveys
provide a good indicator of sentiment across the Group and
provide insights into the culture. The Board reviews employee
Net Promoter Scores (“eNPS”) and is provided with relevant
feedback from employees through the employee survey
regarding the employee experience at Ocado to enable a
broad assessment of the culture in line with our values and
discuss areas for improvement. This year, new tools to gather
and assess Ocado Logistics employee feedback were
introduced to increase engagement and provide more
effective oversight of the culture.
The Board is provided with updates from the People team on
employee matters, including engagement, recruitment,
retention, diversity and mental wellbeing.
The Non-Executive Directors attended separate sessions with
some of the senior leadership to allow for more informal
discussions around the business and the working environment,
providing a valuable way for the Directors to meet with our
future leaders.
Investing in and rewarding employees
The Remuneration Committee reviews and considers wider
workforce remuneration to ensure it remains appropriate for a
culture that supports and rewards employees. Our employee
share schemes and bonus plans, including free shares for all
eligible employees, are designed to create a positive
environment where employees feel part of the success and
performance of the Group. This year, an anniversary tenure
anniversary tenure scheme was introduced to celebrate
employee key career milestones and acknowledge employee
contributions to our success.
The provision of services and tools to support employee
wellbeing, and investment and support in community groups
and events promotes an inclusive and welcoming culture for all
and builds trust and collaboration across the organisation. To
mark our 25th anniversary, this year, employees shared
reflections on their careers at Ocado and their experiences
with the Group to encourage a sense of unity and shared
experience.
Speak Up
There are arrangements in place for employees to be able to
confidentially raise matters of concern, which seek to foster an
environment where individuals can be confident about
speaking up about concerns without fear of retaliation. The
Audit Committee receives reports on issues submitted through
the system, and raised outside the system through
management, including investigations undertaken and
outcomes, including actions taken. Various metrics including
the number of reports, investigation completion rates and
outcomes are monitored, and the results this year confirm the
system continues to function effectively.
The Board recognises that it is important to undertake
effective oversight and continue to promote and embed the
desired culture, as the business grows and evolves. During the
upcoming year, the Board is focused on ensuring the
mechanisms utilised to monitor and embed our culture
are sufficient for the Board to be able comply with the
enhanced culture requirements in the 2024 UK Corporate
Governance Code.
The Board considers strong governance essential to delivering our strategy and ensuring the Group’s long-term success.
A system based on accountability and responsibility, transparency and effective controls is necessary for the Board to be able to
provide effective strategic leadership. The Corporate Governance Statement and compliance with the UK Corporate Governance
Code during the year can be found on page 169.
The governance framework provides the structure to make
decisions within an established framework of prudent and
effective controls. Clearly stated levels of delegated authority
and accountability facilitate timely decision-making at the
correct level. The Board maintains a formal Schedule of
Matters Reserved for the Board, including decisions regarding
strategy, financing, capital structure and risk appetite, and a
Delegations of Authority Policy.
The framework has established reporting channels to ensure
the Board is able to exercise oversight, conduct effective
discussions and make informed decisions. Through reporting,
including the use of both financial and non-financial metrics,
the Board is able to evaluate and guide the progress and
performance of the Group. The Board Committees are utilised
to ensure the Board has sufficient time for discussion and is
able to focus on strategic matters.
Directors can, where they judge it to be necessary to
discharge their responsibilities as Directors, obtain
independent professional advice at the Company’s expense.
The Board Committees have access to sufficient resources to
discharge their duties, including external consultants and
advisors, and access to internal resources and relevant
personnel. During the year, no Directors raised any concerns
about the operation of the Board or the management of the
Company.
This year, the Executive Committee was expanded. Information
on the members is on our corporate website at
www.ocadogroup.com.
Board of Directors
The Board is primarily responsible for setting the Group’s strategy to deliver sustainable long-term value to our
investors and other stakeholders, providing effective oversight and challenge to senior management regarding the
implementation of the strategy and ensuring an effective risk management and internal control system is in place.
Executive Committee
The Executive Committee is responsible for the day-to-day management of the business, carrying out and overseeing operational
management, and implementing the strategic objectives set by the Board.
Governance Committees
The governance committees provide oversight on key business activities and risks, and
report to the Executive Committee and the Board or Board Committees as appropriate.
Risk Committee
Information Security Committee
Treasury Committee
Global Health, Safety, Fire & Environment Committee
Disclosure Committee
Capital Expenditure Group
Personal Data Committee
IT Operating Committee
Sustainability Committee
Board Committees
The Board delegates certain matters to three Board Committees to enable
effective oversight whilst allowing the Board to focus on strategic matters.
Audit Committee
Oversees the Group’s financial reporting,
risk management and internal control
systems, the relationship with the
external auditor and the effectiveness of
the Internal Audit team.
See pages 121-132
Remuneration Committee
Establishes and manages the Group’s
Remuneration Policy and oversees
remuneration and workforce policies.
See pages 133-158
People Committee
Oversees composition and succession
planning for the Board, senior
management succession planning and
people engagement issues.
See pages 117-120
Corporate Governance
111Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
The role descriptions for the CEO, Chair, Senior Independent Director and DNED are set out in writing and provide a system of
checks and balances to ensure no individual has unfettered decision-making power.
Designated Non-Executive Director for Workforce
Engagement
• Understands the views of the workforce and identifies any
areas of concern.
• Provides regular updates to the Board on the views and
concerns of the workforce.
• Ensures the Board considers the workforce in decision-
making.
• Explains to the workforce the Company’s policy on
executive remuneration.
Senior Independent Director
• Supports and acts as a sounding board for the Chair.
• Is available to shareholders if they have concerns.
• Meets, at least annually, with the Non-Executive Directors
without the Chair present to appraise the performance of
the Chair.
• Acts as an intermediary for the other Directors when
necessary.
Chair
• Provides effective leadership of the Board.
• Promotes high standards of governance and ensures the
effectiveness of the Board in directing the Group.
• Sets the Board’s agenda to ensure sufficient time for
discussions and effective decision-making and ensures the
Board is properly briefed.
• Ensures that all Directors make an effective contribution to
the Board and actively encourages participation in meetings.
• Promotes a culture of openness, constructive debate and
challenge on the Board.
Non-Executive Directors
• Provide support and constructive challenge to the Executive
Directors.
• Monitor the delivery of the Group’s strategy within the risk and
control framework set by the Board.
• Provide an external perspective and bring a diverse range of
skills and experience to the Board’s decision-making.
• Oversee the appointment and removal of, and determine
appropriate levels of remuneration for, the Executive Directors.
Non-Executive
Executive
Executive Committee
• Oversees the day-to-day management of the Group’s
operations.
• Executes the strategic objectives agreed by the Board
and develops plans in collaboration with the Board to
implement strategy.
• Ensures the Board is properly informed of important and
strategic issues within the business.
• Undertakes certain aspects of the Board’s
responsibilities as delegated.
Chief Executive Officer
• Responsible for the day-to-day running of the Group and
the performance of the business.
• Responsible for the implementation of strategy and
decisions of the Board.
• Provides clear and visible leadership.
• Represents management on the Board.
Group General Counsel and Company Secretary
• Ensures compliance with Board procedures.
• Implements and oversees the governance framework.
• Ensures that information flows between management,
the Board and its Committees.
• Advises the Directors, as required, on regulatory
compliance and corporate governance.
112 Ocado Group plc Annual Report and Accounts 2025
Board roles
Combination of skills and experience as identified
by the Board
Board diversity characteristics
Key:
Number of Directors with
the skill or experience
Highly competent
113Ocado Group plc Annual Report and Accounts 2025
The Board recognises the importance of ensuring it has the
skills and experience required to enable sustainable success.
The composition of the Board and Board Committees is
continually assessed by the Chair and kept under review by
the People Committee, with a formal review annually by the
People Committee and as part of the Board performance
review process. For more information, see page 116. Each
Board member is asked to identify their own skills and
experience annually to enable a more rounded assessment of
the Board composition. This year, these were refreshed and
refined to align more closely with the skills required of the
Board as the business develops. The skills and areas of
experience identified include those related to the business and
industry, including ecommerce and automation, sustainability-
related skills, including cybersecurity and energy efficiency,
and those key to the role of Director, such as governance and
financial acumen. The skills and experience identified are
shown below.
Board diversity
The Board believes that diversity, encompassing gender,
ethnicity and social backgrounds, leads to more effective
discussions and enhanced decision-making. Consequently,
the Board is committed to promoting diversity within its own
ranks and among senior management. For more information on
the Board’s approach to diversity, see page 120. The Board
confirms its own diversity characteristics annually, taking into
account less tangible factors, such as previous qualifications.
See the outcomes in the graphs below.
See how Ocado considers DE&I on pages 72-75 and 120.
Chairship
9
4
Prior FTSE Board
8
5
Workforce Engagement
10
5
Governance
10
5
Risk management
10
5
Financial Acumen
10
7
International Business Relationships
10
7
Operations Management
10
5
Change Management
10
4
Climate Governance
10
0
Technology Sector
10
3
Grocery Industry
9
3
eCommerce
10
4
Software and Data Engineering
8
1
Retail Industry
9
3
CEO Experience
9
5
Partner Success/Professional Services
9
6
Robotics and Automation
10
1
Product Management
10
2
Technology Go To Market Experience
10
2
Heterosexual/Straight: 10
Sexual orientation
No: 10
Disability
White*: 8
Black**: 1
Other minority ethnic group: 1
Ethnic group
Level 6 (Bachelors degree or similar): 7
Level 7 (Master’s degree or similar): 2
Level 8 (Doctorate (PHD, DPhil): 1
Highest level of education attained
41-55: 2
56-70: 8
Age
Yes: 3
No: 7
Educated outside of the UK
* White (English, Welsh, Scottish, Northern Irish, British, Irish, Gypsy or Irish Traveller
or any other White background)
** Black (African, Caribbean, any other Black/African/Caribbean background)
Board Composition
Governance
Financial Statements
Additional Information
Strategic Report
114 Ocado Group plc Annual Report and Accounts 2025
Board independence
The Non-Executive Directors play a vital role in holding the
Executive Directors to account against agreed objectives and
scrutinising the performance of senior management. In addition,
independent insight and an external perspective support better
decision-making. The independence of the Non-Executive
Directors is assessed annually, including their length of tenure
and relationships or other circumstances that are likely to, or
could appear to, impair a Director’s judgement. The Board
particularly scrutinised the factors relevant to its determination
of the independence of Jörn Rausing and Andrew Harrison. Jörn
has been a Director for 22 years and is a beneficiary of the Apple
III Trust, which owns Apple III Limited (together, “Apple”), a
significant (approximately 10%) shareholder of the Company.
Jörn is not a representative of Apple, nor does Apple have any
right to appoint a Director to the Board. The Board considers
Jörn to be independent in both character and judgement due to
his strong record of challenge and oversight. His continuing
directorship benefits the Group due to his significant business
experience and international expertise, coupled with in-depth
knowledge of the Group. Andrew’s appointment was extended
beyond the nine-year term this year to 1 March 2027 due to his
deep understanding of the business and to provide continuity at
a time of significant change. The Board is satisfied that Andrew
continues to demonstrate a high level of constructive and
unbiased inquiry and independence. Following review by the
People Committee in February 2026, it was determined the
Non-Executive Directors remain independent. The composition
of all three Board Committees complied in all respects with the
independence provisions of the Code during the period.
External commitments
The Company is mindful of the time commitment required from
Non-Executive Directors in order to effectively fulfil their
responsibilities on the Board. Prior to appointment, prospective
directors provide details of any other roles or significant
obligations that may affect the time available for them to commit
to the Company. Each Non-Executive Director’s appointment
letter includes the minimum time commitment required for the
role. The Chair and the Board are informed by each Director of
any proposed external appointments or other significant
commitments as they arise and these are monitored to ensure
they have sufficient time to fulfil their obligations. Chair approval
is required prior to a Director taking on any additional external
appointment. Assessment of the time commitment required
considers factors including the number of other directorships,
including any committee roles, travel requirements and current
Board roles.
Stephen Daintith is the Company’s CFO and an Executive
Director. In addition to his role at Ocado, he has served as
Non-Executive Director and member of the Audit Committee at
3i Group plc for the last nine years, including as Committee Chair
since 2023. As announced on 3 February 2026, Stephen has
also been appointed as a Non-Executive Director and member of
the Audit Committee of Kingfisher plc (“Kingfisher”), effective
1 April 2026. In light of UK Corporate Governance Code guidance
on the number of external appointments that may be held by full
time executive directors, before approving this appointment the
Board reviewed the position in the context of Stephen’s
executive responsibilities and existing external commitments.
The Board carefully considered Stephen’s executive
responsibilities to Ocado, together with his existing and
proposed external commitments, having particular regard to his
role at 3i Group plc and the anticipated time commitment
associated with the Kingfisher role (including committee
responsibilities) and is satisfied that Stephen will continue to
have sufficient capacity to devote to the effective performance
of his duties as CFO and as an Executive Director of Ocado. The
Board also considers that the cross sector retail and investment
experience Stephen gains from his Non-Executive Director roles
provides valuable insight and strategic benefit to Ocado.
Conflicts of interest
Ocado has a Conflicts of Interest Policy in place applicable to our
workforce, including the Directors. In addition, the Board has
established formal procedures, detailed in the Director Conflicts
of Interest and Related Parties Policy, for the declaration, review
and authorisation of any conflicts of interest of Board members.
Each Director is required to disclose conflicts and potential
conflicts to the Chair and the Group General Counsel and
Company Secretary as and when they arise, with an opportunity
to disclose conflicts at the beginning of each Board and
Committee meeting based on the matters to be discussed.
When a Director seeks to take on additional external
responsibilities, the Director discusses the potential position
with the Chair and approval will only be given once the Chair is
satisfied and the Director confirms that, as far as they are aware,
there are no conflicts of interest. A formal annual review is
undertaken to ensure the information is up to date and a register
is maintained. There were no actual conflicts of interest declared
to the Company this year by the Directors between their duties
to the Company and their private interests and/or other duties,
except in the case of the Executive Directors, each of whom
holds the position of Director of the Company and Director of a
number of Group subsidiary companies.
ORL and conflicts of interest
Tim Steiner is an Ocado-appointed Director on the ORL board.
Notwithstanding his Companies Act 2006 duties and obligations
under the Articles, he is subject to the provisions of the ORL
Articles of Association and to the provisions within the ORL
shareholders’ agreement on conflicts of interest and related
party matters. Stephen Daintith resigned from the board of ORL
effective 23 January 2026 and Lawrence Hene, Chief Partner
Success Officer, was appointed effective 23 January 2026.
Independence, External Commitments and Conflicts
115Ocado Group plc Annual Report and Accounts 2025
Appointments to the Board
The People Committee is responsible for overseeing the
selection of individuals to serve on the Board and provides
recommendations to the Board regarding these appointments.
The Committee also ensures there are succession plans in
place to ensure a smooth transition for the Board and senior
management when needed. Appointments and succession
plans are based on merit and assessed against objective
criteria, with the promotion of diversity a central consideration.
See pages 117-119 for information on the appointment
procedure and succession planning.
Director re-election
Each Director is required under the Articles to retire at every
annual general meeting and submit themselves for re-election
by shareholders. At the 2025 Annual General Meeting (“AGM”),
all the Directors stood for appointment or re-appointment, and
were duly elected or re-elected.
At the 2026 AGM, all of the current Directors, except Cathy
Graham, will submit themselves for re-election by
shareholders. Cathy is subject to appointment by
shareholders, having joined the Board on 1 February 2026.
This Report, and in particular the Board biographies on pages
102-105, sets out the contribution of each Director to the
Company and, on this basis, the Board and specifically the
Chair, believes each Director proposed for election or re-
election at the AGM should be appointed or re-appointed.
The foundation for the Board’s recommendations for election
or re-election are primarily based on a review of the results
from the annual Board effectiveness review, the reviews
of the Executive Directors conducted at meetings of the
Non-Executive Directors and the Chair’s review of individual
Directors. On that basis, the Board confirms that each Director
has demonstrated substantial commitment to their role, taking
into account a number of considerations including outside
commitments.
Board induction, training and
professional development
On joining the Board, it is the responsibility of the Chair and the
Group General Counsel and Company Secretary to ensure the
newly appointed Directors undergo a thorough and
personalised induction process, taking into consideration their
specific background and experience, and any committees they
will be joining. The induction will include meeting with senior
management to provide an understanding of the business,
strategic priorities, opportunities and risks; training, as
required, regarding Director duties and information on
governance processes and policies; access to Ocado policies
and procedures; and site visits.
During the year, the Board members enhanced their
professional development with training and deep-dive
briefings on a range of matters, from both external advisors
and internal subject matter experts. The Board had specific
sessions on the uses of AI and the key trends in grocery
retailer automation and ecommerce. The Remuneration
Committee received updates from the Committee’s
remuneration advisors covering governance and
developments in executive remuneration. The Audit Committee
received written technical updates from the external auditor to
keep it abreast of the latest accounting, auditing, tax and
reporting developments.
Appointment, induction, training and development
Governance
Financial Statements
Additional Information
Strategic Report
202720262025
116 Ocado Group plc Annual Report and Accounts 2025
Our annual performance review process provides the Board and
its Committees with an opportunity to consider and reflect on the
quality and effectiveness of their decision-making and for each
Director to consider their own contribution and performance. The
Directors consider the evaluation of the performance of the
Board and its Committees to be an important aspect of ensuring
good corporate governance. For FY25, an internally facilitated
review was undertaken and built upon the actions established
during the FY24 external review. The Board remained focused on
implementing the key recommendations from that external
assessment, using the FY25 process to measure the impact of
those changes and ensure the continuous improvement of our
governance framework.
The performance of the Committees is discussed separately,
including in relation to the composition, experience and
tenure of the Directors.
Board review cycle
Key observations and actions
There were three key themes with associated actions as a
result of the externally facilitated review, some of which have
been implemented in FY25, including:
Theme Actions
Elevating
Strategy
• Agendas were refreshed to focus on Ocado’s
performance, global partners, strategic risk, and
technology while building customer-centricity.
Leadership
Succession:
• The People Committee focused on recruiting a new
Chair, targeting specific soft skills and cross-sector
experience.
Culture &
Dynamics:
• The Board revisited the definition of company culture
for regular monitoring and reviewed executive
attendance at meetings.
Building on these themes as part of this year’s review, the
following are actions for FY26:
Theme Actions
Strategic
contribution
and oversight
• Corporate Scorecard: Developing a new tool to align
and monitor strategic priorities.
• Agenda Balance: Ensuring a better mix of strategic
and operational items, moving from divisional to
functional updates.
Board
skillset and
composition
• Board Sizing: Reviewing the size of the Board in
response to organisational changes.
• Future Hires: Prioritising candidates with technology
and product management mindsets.
Culture: • Continue to progress culture actions, including
articulating the desired culture and defining
appropriate measures.
Board papers • Implementing strict deadlines for paper circulation and
requiring concise, high-quality executive summaries.
Committee performance
Committee performance was taken into consideration during
the review and it was perceived that the Committees operated
effectively and they were led by effective Committee Chairs.
Chair and individual Director performance
As part of the performance review, the Senior Independent
Director undertook the review of the Chair’s performance,
requesting feedback from the Board and key management,
and sharing the feedback with the Chair directly.
Process of the internally
facilitated review
FY25 performance review process
Approach of the review
End of September 2025: Internal questionnaire was
circulated to all Board members
October 2025: Individual conversations took place between
the Chair and each Director. Questions related to the work
of the Board dynamics, culture and contribution, Board
composition, attention to strategy, risk, people and governance
November 2025: Aggregated results and actions to take
forward were discussed during the November Board meeting
Interview topics
• Progress against last
year’s actions
• Board composition,
dynamics and expertise
• Strategic oversight
• Risk management
• Succession planning
• The Board’s agenda and
meetings
• Board governance
• The Board Committees
Internal
performance
review
Internal
performance
review
External
performance
review
Board Performance Review
Letter from the Chair of the
People Committee
I am pleased to present the People Committee (the
“Committee”) Report for the year ended 30 November 2025.
This has been a year of significant transition for Ocado,
particularly within our Executive Committee and senior
management. The Committee has remained focused on
ensuring stability and overseeing robust succession planning
through a critical period of change.
Board composition and succession
This year, we focused on the stability of the Board as our new
Chair, Adam Warby, and Non-Executive Director, Gavin
Patterson, completed their first full year of service, whilst
Emma Lloyd stepped down from the Board after nine years of
dedicated service. Following a thorough search process for a
new Independent Non-Executive Director, Cathy Graham
joined the Board and the People and Audit Committees with
effect from 1 February 2026. Cathy brings significant breadth,
with a deep understanding of technology, transformation and
partner ecosystems. You can read more about Cathy’s
appointment process on page 119.
To further ensure continuity, the Board has asked me to extend
my tenure as Senior Independent Director and Designated
Non-Executive Director for an additional 12 months to 1 March
2027. I look forward to working closely with Adam and the
Board on the Company’s strategic priorities.
The Committee carefully considers Board composition and
skills. You can read more about Director Independence
external commitments and conflicts on page 114.
Executive succession and leadership structure
A priority for the Committee this year was overseeing the
succession of key executive roles. We have seen the departure
of long-standing leaders and the arrival of new talent to drive
our strategic priorities.
Neill Abrams and Mark Richardson announced their decisions
to retire from their executive roles at Ocado. Neill retired as
Group General Counsel and Company Secretary on
30 November 2025, while Mark, CEO of Ocado Intelligent
Automation (“OIA”), will remain with the Company until March
2026. During the year, John Martin also stepped down following
his tenure as interim CEO of Ocado Solutions.
Committee membership and meeting attendance
during FY25
Committee members
Number of meetings attended
vs number of meetings
Andrew Harrison (Chair) 4/4
Jörn Rausing 4/4
Emma Lloyd* 4/4
Julie Southern 4/4
Nadia Shouraboura 4/4
Rachel Osborne 4/4
Julia M. Brown 4/4
Gavin Patterson 4/4
Adam Warby 4/4
* Emma Lloyd stepped down from the Board and People Committee on
14 November 2025.
Committee changes in the year
Emma Lloyd stepped down from the Board and People
Committee on 14 November 2025. Cathy Graham joined the
People Committee on 1 February 2026.
Key responsibilities
• Board composition and succession.
• Executive and senior management succession planning.
• Board effectiveness.
• People engagement, including promoting a culture of
diversity and inclusion.
• Monitoring that Ocado’s culture and values are enabler to
the Business.
Biographies of the Directors are set out on
pages 102-105
Terms of Reference: www.ocadogroup.com/
investors/corporate-governance
Andrew Harrison
Chair
117Ocado Group plc Annual Report and Accounts 2025
People Committee Report
Governance
Financial Statements
Additional Information
Strategic Report
We thank them all for their significant contributions to the
Company.
Following John’s departure and Mark’s decision to retire, the
Committee oversaw a wider review of the Company’s
organisational structure. This review identified the opportunity
to create efficiencies by bringing the OIA and Solutions teams
together into a single commercial arm.
Outcome
To support this new structure, James Matthews was
appointed Deputy CEO to support Tim Steiner in the joint
oversight of the Company’s Technology Solutions business.
We were also delighted to appoint Nick de la Vega as Chief
Revenue Officer who joins us from Atos, where he served in a
number of executive leadership positions, and welcome back
Lawrence Hene as Chief Partner Success Officer in
November 2025. Lawrence has worked at Ocado since 2009
across a variety of retail and solutions roles, most recently as
an advisor to the Board of ORL. Both Nick and Lawrence will
sit on the Executive Committee.
Outcome
To ensure a smooth and orderly transition of responsibilities
for the Group General Counsel and Company Secretary role,
the Board was pleased to welcome back Mollie Stoker as
Neill’s successor in September 2025. Mollie previously
served as Deputy General Counsel at Ocado Group and her
understanding of the regulatory landscape, combined with
her prior experience at Ocado, is an asset to the Group.
Mollie joins the Executive Committee and worked closely with
Neill to ensure a seamless handover.
Outcome
Given the above changes to our leadership structure, the
Committee further reviewed the composition of the Executive
Committee to ensure it provides robust support to the CEO
and Deputy CEO. Consequently, we were pleased to expand
the Executive Committee to include additional key leaders,
including the Chief Operating Officer, Ocado Technology, the
Chief Product Officer and the Chief Engineering Officer,
Ocado Technology.
Through regular reviews of critical roles and leadership
pipelines, the Committee successfully identified this high-
calibre talent to facilitate these significant transitions and
secure the Company’s future executive leadership.
More information about our Executive Committee can be found
on our website at www.ocadogroup.com
Culture and engagement
Another focus for the Committee was on culture and
engagement, receiving deep dives into listening, culture and
engagement across Ocado’s business areas.
Topics of discussion for the Technology Solutions business
included work being done to ensure our culture and ways of
working drive strategy, enabling high performance and
commercial success, while recognising challenges such as
pace of change, business performance and organisational
changes. Outcomes included aligned focus areas to embed
desired culture through communication, ways of working and
people processes. For the Logistics business, there was focus
on various aspects of the people strategy, including
embedding desired behaviours. The Committee also reviewed
feedback received through our employee listening tool,
Peakon.
During the year, the Non-Executive Directors attended talent
lunches to meet and get to know the talent pool. There were
also opportunities for key talent to present at Board meetings.
Outcome
In my role as Designated Non-Executive Director, I continued
to ensure I spent time in the business speaking to employees
to listen to their views. This year, I hosted three focused
culture and listening sessions to explore our ways of working,
and understand and drive improvements in our employee
engagement and as part of the culture work. I also joined
employees at the Nottingham spoke to understand their
views on culture and reward.
Priorities for FY26
We continue to prioritise the development of our Board,
Committees and management, ensuring our leadership
reflects our culture and supports our strategic priorities. A key
focus for the coming year will be overseeing the embedding of
the new executive team and organisational structure.
Andrew Harrison
Committee Chair
26 February 2026
People Committee Report continued
118 Ocado Group plc Annual Report and Accounts 2025
Appointment process for
Cathy Graham
The Committee engaged independent executive search
agency Korn Ferry for the search of a new Independent
Non-Executive Director. The Company and the Directors have
no other connection with Korn Ferry. A candidate skills matrix
was created to assess potential candidates against key
criteria, including the capabilities, experience and personal
attributes required. The Committee sought a Non-Executive
Director with enterprise leadership experience and a strong
finance and technology background.
Following a thorough search with consideration of the Board
Diversity Policy, multiple candidates were interviewed by a
combination of myself, the Chair, Executive and Non-Executive
Directors, and the Chief People Officer.
The Committee recommended to the Board the appointment
of Cathy, given her capabilities, skills and previous experience,
and the Board approved Cathy’s appointment.
Reporting in alignment with UK
Listing Rules provisions
We reported our Board and executive management diversity
data as at 30 November 2025 in accordance with the UK
Listing Rules disclosure requirements and our progress in
meeting the UK Listing Rules board diversity targets.
Female representation on the Board currently meets the UK
Listing Rules target of 40%. We also meet the requirement of
having at least one Director from a minority ethnic background
on the Board.
Although in the year we have not met the target of having at
least one senior Board position being held by a woman, we are
pleased to report that the Chairs of our Audit Committee and
Remuneration Committee are women. The Board is committed
to continued enhancement of its diversity as set out in our
Board Diversity Policy. Although the four senior Board
positions are currently held by men, this diversity target is
considered in succession planning.
Board appointment process
Role requirements
Define role
criteria, including
skills, experience,
and diversity,
aligned with
business priorities.
Interview process
Shortlist and
interview candidates
with input from key
stakeholders.
Candidate search
Engage external
advisor to create a
list of potential
candidates who
meet role criteria
and diversity goals.
Committee
approval
The People
Committee evaluates
candidates, ensures
criteria are met and
recommends a
preferred choice.
Board approval
The Board finalises
the appointment and
the appointment is
announced in line
with regulatory
requirements.
119Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Gender representation as at 30 November 2025
Men 6 60% 4 7 78%
Women 4 40% 0 2 22%
Not specified/prefer not to say – – – – –
Breakdown by ethnic background as at 30 November 2025
White British or other White (including minority-white groups) 8 80% 3 8 89%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British 1 10% – – –
Other ethnic group 1 10% 1 1 11%
Not specified/prefer not to say – – – – –
1. Under the Listing Rules, “Executive Management” is defined as the executive committee or most senior executive or managerial body below the board, including the company
secretary but excluding administrative and support staff.
2. The data in the table above reflects the composition of the Board and Executive Management as at the reference date of 30 November 2025, aligned with the Company’s
financial year-end. While the following changes do not affect the Company’s overall status against the diversity targets set out in the UK Listing Rules, we note that Cathy
Graham was appointed to the Board as a Non-Executive Director on 1 February 2026 and three new members joined the Executive Committee in December 2025.
People Committee Report continued
Diversity, Equity & Inclusion (“DE&I”)
The Committee recognises that fostering an inclusive culture
and a diverse workforce is critical to Ocado’s long-term
success. During the year, we received detailed updates on the
progress the business has made against its DE&I priorities for
FY25. A specific area of focus for the Committee was
discussing the strategic considerations required to grow a
diverse talent base across the organisation, ensuring we
continue to build a robust pipeline of diverse leaders for the
future.
We remain committed to the objectives set out in our Board
Diversity Policy. As at 30 November 2025, we have met the
Listing Rules targets of having at least 40% female
representation on the Board and at least one Director from a
minority ethnic background. While the target of having a
female Director in a senior Board position (Chair, CEO, CFO or
SID) has not yet been met, this remains a key consideration in
our ongoing succession planning.
The full Board Diversity Policy and a detailed breakdown of
progress against our specific objectives can be found on our
website at www.ocadogroup.com.
You can read more about:
• The Board Diversity Policy on our website at
www.ocadogroup.com
• Diversity data below Board level: pages 105 and 120
• Gender diversity of the Board: pages 105 and 120
• Self-identified diversity characteristics of the Board: page
113
• Diversity in respect of all the Group’s employees: page 72
Approach to data collection
Gender and ethnicity data relating to the Board, executive
management and Company Secretary is collected on an
annual basis as part of our Director year-end confirmation in a
confidential questionnaire. The individual self-reports (or
specifies they do not wish to report) such data. For ethnicity,
the self-reported criteria align to the classifications as
designated by the UK Office for National Statistics. The same
data was reported as part of the annual Parker Review
submission. You can read more about our work to ensure
gender equality in our UK workforce in our Gender Pay Gap
Report on our website.
120 Ocado Group plc Annual Report and Accounts 2025
Rachel Osborne
Chair
Letter from the Chair of the
Audit Committee
I am pleased to present the Audit Committee (the
“Committee”) Report for the year ended 30 November 2025.
The Committee met six times during the year in order to
discharge its responsibilities and to enable it to play a vital role
in assisting the Board in its oversight responsibility and
monitoring the integrity of the Financial Statements of the
Group and the robustness of its risk management and internal
control systems.
We have given significant focus to the integrity of the Group’s
financial reporting activities, including areas of judgement and
estimation, as well as on sustainability, non-financial reporting,
fraud prevention compliance framework and regulatory
horizon scanning.
Areas of focus and activities in FY25
Group financial reporting
During the year, the Committee prioritised matters relating to
the significant accounting judgements and the clarity of
related disclosures. Focus areas included the complex
accounting and disclosure requirements arising from the
deconsolidation of Ocado Retail (“ORL”), including the valuation
of the investment in associate, the significant judgement
involved in capitalising internal development (labour) costs,
where the Committee continued to apply rigorous challenge,
and the ongoing assessment of goodwill for impairment. The
Committee also reviewed new contract accounting
requirements, specifically concerning McKesson revenue
recognition and the Kroger Letter of Credit drawdown.
Committee membership and financial experience
The Board is satisfied that Rachel Osborne and Julie Southern, both
chartered accountants, are suitably qualified with recent and
relevant financial experience and competence in accounting or
auditing, or both.
The Committee as a whole is considered to have competence
relevant to the sector in which the Company operates. Rachel
Osborne has extensive financial management expertise, which
allows her to chair the Audit Committee effectively. Julie Southern
brings strong financial expertise and acumen. Cathy Graham, who
joined the Committee on 1 February 2026, adds further depth, with
over 20 years’ CFO experience across the technology, hospitality
and banking sectors.
Committee membership and meeting
attendance during FY25
Committee members
Number of meetings attended
vs number of meetings
Rachel Osborne (Chair) 6/6
Julie Southern 6/6
Andrew Harrison 6/6
Nadia Shouraboura 6/6
Committee changes in the year:
None.
Key responsibilities
• Monitoring the integrity of the Financial Statements of the
Company and Group.
• Reviewing the effectiveness of the Company’s risk
management and internal control systems.
• Reviewing the Company’s systems and controls for the
prevention of bribery, fraud, money laundering and
modern slavery.
• Monitoring and reviewing the effectiveness of the
Company’s Internal Audit team.
• Reviewing the independence and effectiveness of the
external auditor, including engagement to supply
non-audit services.
• Advising the Board on the appointment, re-appointment
and removal of the external auditor.
• Ensuring the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable.
• Reviewing any disclosures made by the Company in
relation to Task Force on Climate-related Financial
Disclosures (“TCFD”) and climate-related emerging risks.
Biographies of the Directors are set out on
pages 102-105
Terms of Reference: www.ocadogroup.com/
investors/corporate-governance
121Ocado Group plc Annual Report and Accounts 2025
Audit Committee Report
Governance
Financial Statements
Additional Information
Strategic Report
Audit Committee Report continued
Risk management, internal controls and regulatory
developments
The Committee regularly discussed progress towards
compliance with Provision 29 of the UK Corporate Governance
Code 2024 (the “Code”), including the initial assessment of
material controls, the assurance map and opportunities to
strengthen the current control environment. The Board
reviewed and challenged the initial assessment of material
controls requesting further refinement to ensure controls
provide clear, practical steps to support effective mitigation of
identified risks. The Board also emphasised the importance of
strengthening monitoring of investment returns and working
more collaboratively on strategic planning with key partners to
support long-term growth and associated risk management.
The Committee received an update on financial controls
activities, including testing and self-certification results.
Outcome
The Committee noted the progress on remediating
deficiencies raised in the FY24 external audit management
letter, with timelines set to resolve the remaining finance and
IT observations.
The Committee and management will continue to work over
the coming years to mature the control environment in
preparation for the Board’s declaration on the effectiveness of
the Company’s material controls, which will apply for financial
years beginning on or after 1 January 2026, with the first
declaration required for the year ending 28 November 2027.
The Committee reviewed the Group’s Enterprise Risk
Management (“ERM”) processes and procedures.
Management updated the Committee on the integrity and
adequacy of the Group’s cybersecurity controls, which will
remain an area of focus beyond 2025 given the evolving
external threat landscape. As part of this review, the
Committee considered specific risks regarding social
engineering and third-party access, as well as management’s
plans to strengthen business continuity capabilities and
centralise access management. Further details relating to our
risk management framework, governance and mitigation
activities are set out on pages 84-94. The Committee was also
regularly briefed on key regulatory and reporting
developments, including enhancements to the fraud
prevention compliance framework in light of the new “failure to
prevent fraud” offence under the Economic Crime and
Corporate Transparency Act (“ECCTA”) 2025.
Internal Audit
The Committee received updates from the Director of Internal
Audit on progress against the agreed Internal Audit Plan and
key audit insights. During the year, Internal Audit delivered final
reports on the Annual Incentive Plan, intellectual property,
regulatory governance, financial discipline over business
initiatives, and fire prevention and mitigation. The Committee
also received updates from management on progress against
previously reported recommendations in areas such as
expense management, fixed assets, business case governance
and cybersecurity regulatory readiness. Where areas for
improvement were identified, the Committee reviewed
management’s responses and action plans, and monitored
progress in addressing these control weaknesses. We
undertook the annual effectiveness review of the function with
feedback from the Committee, key management, the external
auditor and the Director of Internal Audit.
Outcome
Appropriate actions from this review will be taken forward
and monitored by me throughout 2026.
Further details on the Internal Audit function’s activities and
the effectiveness review are set out on pages 126-127.
External audit
The Committee continued its oversight of the external audit,
with particular focus on audit quality and delivery of the audit
plan. It reviewed the external audit process and concluded that
it was effective. The Committee also assessed Deloitte LLP’s
(“Deloitte”) independence and objectivity, and confirmed that
there were no matters that could reasonably be regarded as
impairing the external auditor’s independence.
Outcome
The Committee completed its annual Audit Quality Review
and agreed a series of actions with Deloitte to further
enhance the audit process.
The Committee’s conclusions were based on its own
observations and interactions with Deloitte and the guidelines
set out in the FRC’s Audit Committees and the External Audit:
Minimum Standard (the “Minimum Standard”).
I am also pleased to confirm that, following a competitive
tender process announced in the last year’s report, Deloitte
has been selected as the Company’s auditor for the financial
year ending 28 November 2027 onwards (subject to
shareholder approval). Details of the tender process and
timeline are set out on page 131.
Correspondence with regulatory bodies
In November 2025, the Company received a letter from the
Financial Reporting Council (“FRC”), which covered a review of
the Company’s interim report for the period ended 1 June
2025, in particular how the Company satisfied the relevant
reporting requirements in respect of the fair value
122 Ocado Group plc Annual Report and Accounts 2025
Significant issues, judgements and estimates relating to the Financial Statements
The Committee assists the Board with the effective discharge of its responsibilities for financial reporting, and for ensuring that
appropriate accounting policies have been adopted and that management has made appropriate estimates and judgements. The
Committee considered the following significant issues during the year, which are largely consistent with the prior year. These
areas are referred to in the external auditor’s opinion on pages 171-182 and/or further explained in Note 1.4 to the Financial
Statements on pages 192-193. As part of these considerations, the Committee received updates from management, assessed
whether suitable accounting policies had been adopted and sought assurance from Internal Audit and the external auditor.
Matters considered
Key accounting policies, judgements and key
sources of estimation uncertainty Factors considered by the Committee and outcome
Disclosure in the
Consolidated
Financial
Statements
Consolidation of ORL The Group holds 50% of the voting rights in ORL
and management is required to exercise
judgement on whether the rights granted to the
Group under the ORL shareholders’ agreement
give the Group control under IFRS 10. Following
the transfer of tie-breaking rights to M&S on
6 April 2025, management exercised judgement to
conclude that the Group lost control of ORL under
IFRS 10 and that ORL would be reported as a
discontinued operation until that date, and
subsequently as an investment in associate using
the equity method under IAS 28. Significant
judgement was also applied to determine the fair
value of the retained 50% investment at the date
of deconsolidation and the resulting gain on
deconsolidation.
Reviewed and discussed management’s assessment of
control under IFRS 10, including the impact of the transfer
of tie-breaking rights to M&S on 6 April 2025, and the
resulting conclusion that the Group lost control of ORL on
that date.
Considered the appropriateness of the proposed
presentation and accounting treatment, including the
classification of ORL as a discontinued operation up to
the date of deconsolidation and the subsequent
accounting for the retained interest as an associate under
IAS 28.
Reviewed and approved management’s proposed
approach, and conclusions, in determining the fair value
of the 50% holding of ORL.
Notes 2.9, 5.1 and
5.2 – pages
209-212 and
254-256
Revenues from contracts
with customers
– Solutions
The accounting for Solutions contracts is complex.
Key areas of management judgement include the
timing of recognition of upfront and ongoing fees
payable under the relevant contract.
Reviewed the report outlining management’s approach in
revenue recognition and agreed with management’s
accounting treatment in line with the Group’s accounting
policies, reviewing each Solutions customer individually in
light of IFRS 15 guidance.
Note 2.1 – pages
195-198
measurement of the Group’s investment in ORL on initial
recognition as an associate, following loss of control. A full and
detailed response has been provided, and a further reply from
the FRC is currently pending.
Priorities for FY26
In FY26, the business priorities are largely centred on
achieving key financial milestones, such as turning cash flow
positive. The Committee will challenge and support
management, in this context, in further strengthening the
internal control and risk management systems, including
progression against the timeline to compliance with Provision
29 of the Code. The Committee will continue to place strong
emphasis on the integrity and clarity of the Group’s financial
and non-financial reporting including careful review of the
Company’s significant judgements and estimates, as outlined
in the table below. Ongoing oversight of the effectiveness and
independence of the external auditor, together with the work
and resourcing of the internal audit function, will also remain
central to the Committee’s activities. The Committee will also
keep under review relevant regulatory and reporting
developments and their implications for the Group.
Rachel Osborne
Committee Chair
26 February 2026
123Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Audit Committee Report continued
Matters considered
Key accounting policies, judgements and key
sources of estimation uncertainty Factors considered by the Committee and outcome
Disclosure in the
Consolidated
Financial
Statements
Capitalisation of internal
development costs
The capitalisation of internal costs of product
development requires judgement in determining
that the costs meet the necessary criteria for
capitalisation under IAS 38 and IAS 16.
Management confirmed with the Committee that the
approach had evolved in the year and a more thorough
review of open projects had taken place in light of the
expected future reductions in R&D spend.
The Committee took into account the findings of the
external auditor, which noted some improved
development time tracking during the year. The
Committee considered the controls to assess whether
certain types of activities or projects meet the
capitalisation criteria, focusing on internal controls
around R&D spend including periodic reviews of project
spend. The Committee asked management to implement
a remediation programme to address the deficiencies
identified.
The Committee agreed with the conclusion that
capitalised development costs are fairly stated.
Notes 3.2 and 3.3
– pages 214-218
Adjusting items Management believes that separate presentation
of adjusting items provides useful information in
understanding the financial performance of the
Group and its businesses. Management exercises
judgement in identifying and determining the
classification of certain items by considering the
nature, occurrence and the materiality of the
amounts involved in those transactions.
Reviewed management’s periodic reports on items being
treated as adjusting items, which remained broadly
consistent with those presented in the FY25 Annual
Report and Accounts, and agreed with the treatment
applied.
Endorsed management’s conclusion to classify the gain
on loss of control of subsidiaries as a new adjusting item.
Note 2.5 – pages
201-204
Impairment assessment
– customer-level CGUs
Undertaking the Group’s impairment assessment
involves management making judgements about
whether a cash-generating unit (“CGU”) shows
signs of impairment and identifying the relevant
CGUs for evaluation. Management determined
that assets associated with specific Solutions
contracts (on a partner-by-partner basis)
represent the lowest-level group of assets at
which impairment can be assessed. Impairment
testing requires management to estimate the
recoverable amount of each CGU, using
assumptions such as forecast cash flows from
approved budgets, long-term growth rates,
post-tax discount rates and the growth potential
of the CGU. The sensitivity to changes in key
assumptions is also considered to determine at
what level any headroom is eroded.
Reviewed and challenged management’s reports and
impairment disclosures in the Notes to the Financial
Statements. The Committee, in agreeing with
management’s approach and conclusions with respect to
the customer contract CGUs, reviewed and discussed the
key assumptions, in particular with regard to module
ramp-up profiles over the relevant contract life.
Agreed with management’s approach in identifying
indicators of impairment for Technology Solutions
contract CGUs, as well as the approach, assumptions,
conclusions and disclosures with regard to the
impairment review and considerations of changes in key
assumptions.
Note 3.3 – pages
216-218
Impairment assessment
- goodwill
Undertaking the Group’s impairment assessment
requires management estimating the recoverable
amount of the CGUs to which goodwill is allocated,
using assumptions such as forecast cash flows
from approved budgets, long-term growth rates,
post-tax discount rates and the growth potential
of the CGU. The sensitivity to changes in key
assumptions is also considered to determine at
what level any headroom is eroded.
Reviewed and challenged management’s reports and
impairment disclosures in the Notes to the Financial
Statements.
Agreed with management’s approach assumptions,
conclusions and disclosures with regard to the
impairment assessment and considerations of changes in
key assumptions.
Note 3.1 - pages
212-213
Accounting for
refinancing
The accounting for the new debt issuance and
partial early redemption of the convertible and
senior unsecured bonds.
Reviewed management’s report covering the accounting
for the refinancing.
Note 4.1 – pages
231-233
124 Ocado Group plc Annual Report and Accounts 2025
How the Committee spent its time
during the year
Principal activities
In addition to the significant issues and judgements discussed
by the Committee (above), the Committee also considered the
following matters during FY25 and following the year end.
Financial Statements and narrative
reporting
The Committee focused on the significant reporting matters
and judgements arising during the year. As part of this
process, the Committee prioritised challenging management’s
assumptions and appropriateness of accounting policies, and
ensuring the accuracy and integrity of the financial outputs.
Key activities of the Committee during FY25:
• Reviewed the Group’s Half Year and Full Year Results and
assessed whether the Annual Report and Accounts taken as
a whole, is fair, balanced and understandable.
• Reviewed the reports submitted by the external auditor
concerning the internal controls and accounting matters.
• Evaluated the process for preparing and verifying the Annual
Report and Accounts, ensuring it was thorough and robust.
• Dedicated specific time to reviewing key accounting
matters, specifically in relation to fair value of investment in
ORL, Kroger Letter of Credit and McKesson accounting.
Outcome
The Committee was satisfied with the progress of significant
accounting matters, including the judgements and estimates
outlined in this Committee Report.
The Committee considered and concluded 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 position, performance,
business model and strategy. The Committee recommended
its approval to the Board and supported the Board in making
its Statement on pages 166-169.
Sustainability and non-financial reporting
The Committee actively monitored the regulatory landscape
for non-financial reporting, including updates from the
International Sustainability Standards Board (“ISSB”) and the
status of upcoming regulations.
The Committee was briefed on the Group’s progress on
controls and assurance over sustainability data. This year, the
Group obtained independent limited assurance engagement
from ERM CVS over an expanded range of sustainability
metrics. See pages 275-277 for our Basis of Reporting and
pages 278-279 for the full assurance report.
Key activities of the Committee during FY25:
• Reviewed the metrics that we monitor to assess climate
risks, and evaluated whether they provide a transparent
view of progress.
• Actively monitored IFRS S1 and S2 standards, for additional
guidance to future proof reporting.
Outcome
The Committee endorsed the ongoing reporting strategy
using the TCFD framework, reinforcing the Group’s
commitment to transparent and credible disclosures aligned
with established global standards.
• Reviewed the management letter provided by ERM CVS after
the successful completion of its FY24 sustainability limited
assurance engagement, which provided an assessment of
data quality and internal controls.
• Evaluated the “assurance readiness” assessment performed
on other key metrics, including Scope 3 GHG emissions.
Outcome
The Committee endorsed a multi-year sustainability data
strategy. This year, we expanded the the scope of publicly
assured metrics. See pages 278-279 for ERM CVS’s limited
assurance opinion.
Going concern and viability assessments
The Committee and the Board reviewed the Group’s Going
Concern and Viability Statements (see pages 95-97) and the
supporting assessment reports prepared by management. The
Going Concern and Viability Statements were modelled on the
Group’s refreshed five-year plan, as agreed by the Board in
December 2025. The report on the Going Concern and
Viability Statements included a base case, a downside stress
test, a severe downside stress test and potential mitigating
actions that could be taken. The Committee challenged
management on the scenario analysis, key assumptions and
underlying factors. It gave careful consideration to the
three-year assessment period for the Viability Statement,
factoring in the Group’s cash flows, solvency, liquidity and
borrowing facilities (see pages 22-47).
125Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Audit Committee Report continued
Outcome
The Committee concluded that the three-year timeframe
remained appropriate and was satisfied that there was a
sound basis to provide the going concern and viability
confirmations in this Annual Report.
Internal Audit
Internal Audit provides independent and objective assurance,
guidance and insights on the Group’s governance, risk
management and internal controls. Its work is carried out in
accordance with the Institute of Internal Auditors’ Global
Standards and the Internal Audit Charter approved annually by
the Audit Committee. Internal Audit supports the Group in
achieving its objectives by delivering a risk-based programme
of work and by bringing a systematic and disciplined approach
to evaluating and improving the effectiveness of the Group’s
internal control environment, risk management framework and
governance processes. The Director of Internal Audit reports
functionally to the Committee Chair and administratively to the
CFO, attends all Committee meetings and meets periodically
with the Committee in private to discuss the Group’s control
environment in greater depth.
The Committee received regular reports on progress against
the FY25 Internal Audit Plan and the key themes arising from
completed reviews. Audit work completed during the year
included reports on:
• the design and operation of the Annual Incentive Plan;
• the organisational framework for intellectual property
protection;
• regulatory governance;
• financial discipline and governance over major business
initiatives; and
• fire prevention and mitigation.
These reviews highlighted that while key controls exist,
ownership and oversight are not always applied consistently
across all areas. Internal Audit identified opportunities to
strengthen financial discipline and benefits realisation over
major initiatives, embed a more robust framework for
intellectual property protection and improve regulatory horizon
scanning and compliance monitoring across the Group.
The Committee also focused on specific findings and follow-
up updates on management’s progress in addressing
previously reported work, particularly in relation to expense
management, fixed assets and business case governance,
cybersecurity regulatory readiness and the use of company
credit cards.
This included:
• the fire prevention and mitigation review which recognised
the significant investment and operational progress made to
date and identified opportunities to further clarify global
strategy, define risk tolerances and strengthen
accountability and measurement to demonstrate ongoing
risk reduction;
• the Network and Information Security Directive (“NIS2”)
programme, where a gap analysis confirmed that the
programme is progressing, while iterating the need to
enhance information asset management, third-party access
and business continuity; and
• weaknesses in the use of company credit cards, where
management is implementing an action plan to reduce card
numbers, strengthen policy compliance and tighten overall
spend controls.
Management presented action plans in response to the
Internal Audit recommendations and the Committee monitored
progress throughout the year. Internal Audit reported regularly
on the status of open reviews and recommendations, and
confirmed that although several actions remain in progress,
all recommendations are being actively managed.
Approach to setting the Internal Audit Plan
The Internal Audit Plan for FY25 was developed using a
risk-based methodology that incorporated input from the Audit
Committee and senior management, and external regulatory
and industry insights. Key stakeholders were consulted to align
audit activity with business objectives and associated risks,
with a focus on critical controls and areas where residual risk
exceeds the Board’s risk appetite. The Plan took into account
the Group’s principal risks and the initial assessment of
material controls, and provided balanced coverage across
financial, operational and technology risks, and business
areas.
FY25 Internal Audit quality assessment
In line with the Internal Audit Charter and the Internal Audit
Code of Practice, Internal Audit operates a quality assurance
and improvement programme, including an annual internal
effectiveness assessment and an independent external review
every three years. Building on the external quality assessment
performed by Ernst & Young in FY24, the Committee
considered the results of an FY25 internal effectiveness
review, based on feedback from Audit Committee members,
management, the external auditor and a self-assessment by
the Director of Internal Audit. The Committee discussed the
findings in November 2025, without the Director of Internal
Audit present, and concluded that Internal Audit remains an
effective provider of independent assurance over risk, while
126 Ocado Group plc Annual Report and Accounts 2025
identifying improvement actions to strengthen the use of data
analytics, project delivery, and the clarity and structure of
reporting. These actions will be taken forward into FY26 and
monitored by the Committee.
Outcome: Following discussion, the Committee concluded
the Internal Audit function was an effective provider of
assurance over risk. The Audit Committee Chair and the CFO
addressed key actions with the Director of Internal Audit to
take forward into FY26.
Key activities of the Committee during FY25:
• Reviewed the FY25 Internal Audit Plan.
• Monitored progress of audit work, including updates on
general IT controls, NIS2 risk gap analysis, regulatory
governance, and the procurement transformation programme.
• Monitored progress on addressing priority actions resulting
from the Internal Audit effectiveness review.
• Met with the Director of Internal Audit privately and engaged
with key management to discuss specific audit findings,
including in relation to financial discipline and investment
governance, fire prevention and mitigation, gaps in the
broader organisational framework for intellectual property
protection and weaknesses in controls for capitalising
development costs.
• Evaluated Internal Audit’s post-audit feedback, status of
management actions and reporting methodologies.
Outcome
The Committee approved the FY25 Internal Audit Plan,
ensuring alignment with principal risks and strategic
priorities. The Committee requested more information in
relation to specific Internal Audit reports and discussed
outcomes with management.
The Committee was satisfied that management had
addressed, or was actively addressing, outstanding concerns
raised by Internal Audit.
Risk management and internal controls
The Committee, under its delegated responsibility from the
Board, assessed the effectiveness of the Group’s systems of
risk management and internal control. It received regular
updates on key areas, including financial controls, controls
related to the principal risks, fraud risk, cybersecurity, general
IT controls and the compliance framework and controls. The
Committee oversaw delivery of the plan to strengthen the risk
and internal control framework in readiness for the new
internal controls disclosures.
Key activities of the Committee during FY25:
• Received updates on core emerging regulations and the
evolving risk landscape, including tariffs, non-financial
reporting and sector-specific digital and data requirements,
and ensured that priorities, ownership and delivery plans
were clearly defined and agreed.
• Received regular updates on the timeline to compliance with
Provision 29 of the Code, including control assurance and
effectiveness summaries, and oversaw the programme to
strengthen documentation, testing and reporting to support
the Board’s future declaration.
• Reviewed and approved the updated Fraud Control Plan and
wider fraud prevention compliance framework updates,
developed in light of the new “failure to prevent fraud”
offence introduced under the ECCTA. It received assurance
mapping against ECCTA guidance and monitored progress
on completed and outstanding actions.
• Carried out a robust assessment of the Group’s principal and
emerging risks, including those that could threaten its future
performance, business model, solvency or liquidity, and
reviewed the Group’s approach to risk monitoring.
• Discussed the Cybersecurity & data risk appetite, exploring
risk appetite levels across multiple cyber domains. This
remains an area of continued discussion.
• In relation to financial risks, reviewed reports from
management on the financial control environment,
specifically noting progress on remediating deficiencies
raised in the FY24 external audit management letter. The
Committee discussed the results of the FY25 testing
programme and the implementation of new processes to
strengthen the control environment, such as standardised
action planning. The approach was enhanced to support a
controls-based audit, with a risk-based plan defined for the
year ahead to include material controls testing in preparation
for the Code.
• Reviewed management’s approach to identifying and
managing risks, discussed with management its programme
of work to strengthen the maturity of the Group’s risk
management and internal control framework, and
recommended enhancements.
127Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Audit Committee Report continued
Outcome
The Committee reviewed and approved the Group’s principal
risks and monitored progress on improvement initiatives,
including enhanced internal control frameworks,
procurement processes and IT general controls, and oversaw
the implementation of a rationalised and streamlined key
controls universe and financial controls testing methodology.
The Committee approved the updated Fraud Control Plan
and associated framework updates, addressing the “failure to
prevent fraud” offence under ECCTA.
The Committee approved the risk review process and
recommended approval of the Principal Risks Statement to
the Board.
Effectiveness of the risk and internal controls systems
In considering the effectiveness of the Group’s risk
management and internal control systems, the Committee
reviewed a range of management and Internal Audit reports,
together with other assurance and monitoring activities. The
Committee challenged management on identified control
deficiencies, particularly those that were thematic and where
additional maturity was required. The Risk team provided an
update that informed the Committee’s annual assessment.
Outcome
The Committee concluded that, overall, the Group’s systems
of risk management and internal control operated effectively
during the year.
Preparations are well underway to ensure compliance with the
requirements of Provision 29 of the Code, which applies to
financial years beginning on or after 1 January 2026, with
Ocado requiring this to be in place for the year ending
28 November 2027.
Our approach
During FY25, significant progress has been made in preparing
for compliance with Provision 29. The Committee and the Risk
Committee have received regular updates on the timeline to
compliance, reviewed an initial assessment of material controls
and assurance map (an overview of where material control
assurance will be sourced from) and discussed how to strengthen
the current control environment and the associated resource
requirements. In FY26, the Committees will continue to review
the assurance activities ahead of a “dry run” later in the year.
Governance frameworks continue to be refined, and existing
governance and committees will be refreshed to ensure they
are reviewing material controls and strengthening any gaps, to
make sure that the Board has the requisite level of confidence
in time to make its annual declaration on the effectiveness of
the material controls.
Identifying our material controls
Materiality has been informed by FRC guidance and the
Company’s principal risks and risk appetite (see pages
84-94 for further information on our risk appetite framework
and governance process). The defined material controls are
linked to the principal risks and additionally cover financial,
IT general controls and non-financial reporting.
A number of controls were already monitored by the Audit
Committee (financial and IT general controls) and, during
the year, the Committee received updates on the progress
made by management to remediate and improve the
controls.
Assurance
Current assurance activities across first, second, third and
fourth lines (see page 84) have been mapped against the
material controls. An assessment of the strength of current
assurance activities and any potential gaps is ongoing and will
continue into FY26.
128 Ocado Group plc Annual Report and Accounts 2025
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Materiality
Key activities of the Committee during FY25:
• Ensured that the Committee Report describes how the
Committee has met the requirements of the Minimum
Standard throughout the year.
• Received a detailed report on the preparation, process and
validation of the Annual Report and Accounts.
Outcome: The Committee was satisfied that the Annual
Report and Accounts met the requirements of the Minimum
Standard and that appropriate procedures were in place to
support accurate and compliant reporting.
Tax and treasury matters
Management updated the Committee on tax and treasury
matters, including on refinancing activities and liquidity and
cash management. The Committee reviewed the Treasury
Policy and the Group’s Tax Strategy Statement, ensuring these
align with regulatory requirements and the Group’s strategic
objectives. Additionally, the Committee reviewed treasury
controls and key tax risks to ensure robust governance and
risk management processes are in place, noting enhanced
control measures such as centralisation of banking operations
by integrating all bank accounts into the Group’s treasury
management system.
Outcome: The Committee recommended the Treasury Policy
for approval to the Board and approved the Group’s Tax
Strategy Statement for publication on our website,
reinforcing the Group’s commitment to transparency and
compliance.
External audit
The Committee has primary responsibility for overseeing the
relationship with the external auditor, including assessing its
performance, effectiveness and independence,
recommending to the Board its re-appointment or removal,
and agreeing terms of engagement. The Committee has
continued to focus on the oversight of the quality of the
external audit, including the advancement of audit technology
to deliver on the external auditor’s FY25 audit strategy. At each
meeting, the Committee considered reports from the external
auditor. The main interactions with Deloitte focused on the
external audit strategy and plan, the audit and publication of
the Group’s interim and year-end reports, and the external
auditor’s approach to key areas of judgement.
Tender and appointment
Deloitte was appointed as the external auditor to the Company
in 2016 for the financial year ended 3 December 2017 and has
been re-appointed by shareholders each year since. David
Key milestones to compliance
Date Milestone Progress
Jan 2024 FRC published the Code and
supporting guidance.
Completed
FY25 Materials Controls Working Group
created, principal risks reviewed
and confirmed they remain
appropriate, materiality definition
agreed, material controls defined
and initial assurance proposal
reviewed by Risk Committee and
Audit Committee.
Completed
Jan and
Feb 2026
Effectiveness assessment of
material controls undertaken as
part of the year-end principal risk
review and reported to the Risk
and Audit Committees.
Completed
H1 2026 Governance Committees Terms of
Reference and governance to be
refreshed to ensure governance
of principal risks and material
controls is appropriate.
In progress
FY26 Control owners continue to
monitor controls and control
evidence. Risk and Audit
Committees review the outcome
of the ‘dry run’ and draft Board
declaration.
Not started
FY27 Perform and monitor Code
assurance activities, and work to
close any control gaps. Embed
controls reviews into business as
usual.
Not started
Feb 2028 Annual Report & Accounts for
FY27 to include the Board’s
declaration on the effectiveness of
the Company’s material controls.
Not started
Governance and compliance
Regular reports were received on governance, regulatory
horizon scanning, compliance, including updates on data
governance, global data privacy and our compliance
framework, including whistleblowing, alongside an annual
fraud update.
129Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Audit Committee Report continued
Griffin is the current Lead Audit Partner. He has been in this role
since 2021 and is required to rotate after five years. In
February 2025, Olwen Shannon was appointed as a second
Audit Partner to strengthen the external audit team. In line with
regulatory requirements, the Company is required to conduct a
competitive audit tender at least every 10 years (by 2027) and
to rotate its audit firm every 20 years. A competitive tender
process was undertaken during the year, and further details on
the outcome of the process are provided opposite.
Effectiveness, quality and performance
The Committee regularly monitors the ongoing effectiveness
and quality of the audit process and interactions with the audit
partner and senior members of the Audit team through regular
meetings with the Finance team and management, and private
meetings with the Committee. A full effectiveness review is
conducted on an annual basis to assess whether the quality,
challenge and output of the audit process continues to be
robust and sufficient. The Committee Chair meets with the
external auditor prior to every Committee meeting and the
Committee meets with the external auditor at various stages
throughout the period to discuss the remit and issues arising
from its work.
The Committee also reviewed the FY25 audit plan, including
the degree to which it was tailored to the Group’s business,
and monitored delivery against the agreed plan. The
Committee was content that the plan was sufficient to support
a robust and quality audit of the year-end Financial
Statements. In addition, at the conclusion of last year’s annual
audit process, feedback was gathered on Deloitte’s
performance over the year-end audit. As part of the review, a
formal questionnaire was circulated to the Committee and
Board members and key senior management. The detailed
findings of the effectiveness review were presented in April
2025 and actions and areas for improvement were discussed,
including strengthening audit project management and
communication, and leveraging the Internal Audit function
more effectively.Similarly to the approach taken last year, a
formal review of the effectiveness of the FY25 audit will take
place following the publication of this Annual Report.
Outcome
The Committee discussed, without the external auditor
present, Deloitte’s effectiveness in February 2026, and the
Committee concluded, based on its overall review and the
evidence presented, that Deloitte had performed its audit
effectively, efficiently and to a high quality.
Independence and objectivity
The independence of the external auditor is essential to the
provision of an objective opinion on the true and fair view
presented in the Financial Statements. To maintain the external
auditor’s objectivity and independence, the Company has a
policy governing Deloitte’s provision of non-audit services,
which forms part of the Policy. It outlines the types of services
that are allowed and those explicitly prohibited, to ensure the
external auditor is not providing any additional services which
could impede its independence. Further, the Committee
monitors and assesses the safeguards in place, including an
annual review by the Internal Audit team to assess
independence. The Committee received confirmation from
Deloitte that, during the year, it remained independent and
objective within the context of applicable professional
standards.
FRC Audit Quality Review
During the year the Committee also reviewed correspondence
from the FRC’s Audit Quality Review (“AQR”) team, who
reviewed Deloitte’s audit of the Group’s 2023 Financial
Statements as part of its annual inspection of audit firms. The
Committee received and reviewed the final report from the
AQR team which identified no key findings or other findings,
and noted several areas of good practice.
FY25 external audit effectiveness review
In assessing the effectiveness of the external auditor, the
Committee considered the following:
• the robustness and project management of the audit
process for delivery of an effective and efficient audit;
• the quality of reporting and the level of challenge and
professional scepticism applied, including the extent to
which Deloitte appropriately challenged management’s
key judgements and assumptions;
• Deloitte’s independence and objectivity and compliance
with the Policy on the Appointment and Independence of
the External Auditor (the “Policy”);
• Deloitte’s report confirming that it adhered to its policies
on independence and compliance with the FRC Revised
Ethical Standard and a report containing findings from a
review of the FRC’s 2024/25 Audit Quality Inspection and
Supervision Report related to Deloitte;
• its tenure and partner rotation; and
• output from sessions held with management and without
Deloitte present.
130 Ocado Group plc Annual Report and Accounts 2025
Outcome
The Committee agreed that there were no relationships
between the external auditor and the Group during the year
that could adversely affect its independence and objectivity.
When considering its independence, the Committee agreed
this recommendation was free from third-party influence and
restrictive contractual clauses.
The Committee was satisfied with the outcome of the FRC
Audit Quality Review of the external auditor’s work relating to
the audit of the Company’s 2024 Annual Report.
Re-appointment of the external auditor
The Committee is satisfied that the external auditor remains
fully independent, objective and effective, and that there are
no contractual restrictions on the Company’s choice of
external auditor. Separate resolutions proposing Deloitte’s
re-appointment and the determination of its remuneration by
the Audit Committee will be put to shareholders at the 2026
AGM.
External audit tender
In April 2025, as indicated in last year’s annual report, the Audit
Committee initiated a competitive tender for the external audit,
for the engagement commencing with the financial year
ending 28 November 2027. The process was overseen by the
Committee, with all members involved, and supported by an
evaluation panel of key decision-makers led by the Committee
Chair and the CFO. The tender followed a structured and
transparent approach consistent with UK statutory
requirements and in line with the requirements of the Minimum
Standard.
Assessment criteria
To ensure a fair and transparent tender, the Committee’s
evaluation focused on appointing a firm that would provide the
most effective, efficient, and highest-quality audit. The
selection was based on the assessment of the participating
firms’ independence, audit quality and approach,
understanding of the Group’s business, sector and complexity,
technical expertise and use of emerging technologies.
Cost-effectiveness was considered alongside audit quality,
with audit quality remaining the primary consideration. As part
of due diligence, the Committee also reviewed the FRC’s public
reports on UK audit firms.
Tender process
April - July 2025: Longlist formulation
Invitations to tender were issued in April 2025 to six firms,
including Big Four and challenger firms. Five firms
participated in initial meetings with Committee members
and management.
July 2025: Shortlisting process
Two firms, including the incumbent auditor Deloitte, were
shortlisted to proceed to the full Request for Proposal (the
“RFP”) stage. Deloitte’s participation was permitted as its
tenure remains within the mandatory rotation period, and
the Committee was satisfied that the process was fair and
transparent.
August - September 2025: Final shortlist confirmation
The RFP was issued in August 2025, and the two shortlisted
firms were given access to a secure data room containing
further information about the Group. They met with senior
stakeholders to gain a clear understanding of the business
and its audit requirements, and also provided
demonstrations of their technology capabilities.
October - November 2025: Selection stage
The evaluation panel assessed final written proposals and
presentations using a detailed scorecard, taking into
account RFP responses, presentation quality and
interactions with management. The Committee received
regular updates throughout the process.
Recommendation
After detailed consideration of the results of the tender, the
Committee concluded at its November 2025 meeting to
recommend Deloitte for appointment as the Group’s external
auditor from the financial year ending 28 November 2027
onwards. On 17 November 2025, it was announced that the
Board had approved the appointment of Deloitte as statutory
auditor, subject to shareholder approval at the 2027 annual
general meeting. Following the Board’s decision, feedback was
provided to all participating firms.
Statement of Compliance with the Competition and
Markets Authority Order: The Company confirms that it
has complied with the Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 (Article 7.1), including with
respect to the Audit Committee’s responsibilities for
agreeing the audit scope and fees, and authorising non-
audit services.
131Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Non-audit services
The provision of any non-audit services by the external auditor
requires prior approval, as set out in the table and in line with
the Policy as described on page 130. Any non-audit services
below £30,000 require approval by the CFO. The Group
imposes a 70% cap on non-audit fees paid to its external
auditor, based on average audit fees paid in the previous three
consecutive financial years.
The Committee monitors compliance with the Policy
throughout the year by receiving periodic reports detailing all
approved non-audit services. Approvals in the year related to
the interim audit review; specified audit procedures over the
financial information of ORL for the FY25 audit of M&S; and
refinancing project reporting accountant procedures (comfort
letters).
External auditor fees
Fees paid to Deloitte are set out in Note 2.3 to the consolidated
financial statements on page 200.
Approval thresholds for non-audit work Approver
Below £30,000 per engagement CFO
Over £30,000 and up to £100,000
per engagement
CFO and Audit
Committee
Chair
Greater than £100,000 per engagement,
or if the value of non-audit fees to audit
fees reaches a ratio of 1:2 as a result of a
new engagement, regardless of value
Audit
Committee
£m
2.5
3.0
FY23
Total fee £2.5m
Audit fees
FY24 FY25
Total fee £3.1m Total fee £2.3m
1.5
2.0
0.5
1.0
0.0
Non-audit fees
Average non-audit fees (three-year rolling)
16.7%
£2.2m
28.6%
21.7%
3.5
£0.3m
£2.5m
£0.6m
£1.8m
£0.5m
Audit Committee Report continued
132
Ocado Group plc Annual Report and Accounts 2025
Total audit fees (including non-audit fees for
assurance services)
Letter from the Chair of the
Remuneration Committee
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for
the year ended 30 November 2025 (the “Report”) on behalf of
the Remuneration Committee (the “Committee”). The
company’s Directors’ Remuneration Policy (the “Policy”) was
approved at the 2024 Annual General Meeting (“AGM”). The
Directors’ Remuneration Report describes how the Policy was
implemented for the year ended 30 November 2025. This
Report will be put to an advisory shareholder vote at the AGM
on 28 April 2026. I look forward to your continued support at
the upcoming AGM.
Areas of focus and activities in FY25
Relationship between pay and performance in FY25
As set out previously, we are fully committed to turning cash
flow positive during FY26, and so our targets were set with this
vision in mind. Group underlying cash outflow, including the
£113m drawdown on the Kroger Letter of Credit, was £(99)m,
driven by £66m improvement in adjusted EBITDA and capital
expenditure reductions, and we are on track to turn cash flow
positive during FY26.
Furthermore, during the period, we continued to grow and
expand our offering while maintaining our commitment to
helping our partners drive efficiency, improving cash flow and
expanding the reach of our technology. We have also exceeded
our targets related to OSP Direct operating costs as a % of client
sales capacity. Our substantial operational and strategic
progress was reflected in solid financial performance. You can
read more about how our performance was reflected in our
incentive outcomes below and in the “Remuneration At a
Glance” section on page 134.
FY25 Annual Incentive Plan (“AIP”)
This year has seen strong financial performance, exceeding our
EBITDA target, which accounts for 20% of our AIP weighting, as
well as exceeding our maximum target for direct operating costs
% capacity, both of which play a significant role in our strategic
aim to turning cash flow positive in FY26. At the same time,
despite steady performance, we fell short of our ambitious goals
on a number of our other metrics, resulting in an overall payout
of 54% and 64% of maximum respectively for our CEO and CFO.
When assessing performance outcomes against the AIP
metrics, the Committee carefully assessed the extent to which
the measures reflect the underlying performance of the
business. The Committee discussed both the Kroger Letter of
Credit and the FY25 termination fees and have elected to
follow the proper accounting treatment. For more information
Committee membership and meeting
attendance during FY25
Committee members
Number of meetings attended
vs number of meetings
Julie Southern (Chair) 4/4
Andrew Harrison 4/4
Emma Lloyd
*
4/4
Julia M. Brown 4/4
Gavin Patterson 4/4
Committee changes in the year*
Emma Lloyd stepped down from the Committee with
effect from 14 November 2025.
Key responsibilities
• Setting the Remuneration Policy.
• Reviewing workforce remuneration and related policies.
• Considering the alignment of incentives and rewards
with the culture of the Company, and pay and
employment conditions across Ocado.
• Approving the design of, and determining targets for,
any performance-related pay schemes for Executive
Directors.
• Approving payouts under performance-related schemes.
• Ensuring that arrangements on retirement of directors
are within the terms of the Remuneration Policy.
BiographiesoftheDirectorsaresetoutonpages102-105
Terms of Reference: www.ocadogroup.com/investors/
corporate-governance
Julie Southern
Chair
133Ocado Group plc Annual Report and Accounts 2025
Directors’ Remuneration
Report
Governance
Financial Statements
Additional Information
Strategic Report
Remuneration at a glance
Key financial highlights in FY25
Directors’ Remuneration Report continued
see page 25. We believe that the overall AIP outcomes are a
fair reflection of performance in the year, and no discretion
was applied. Further details of the FY25 AIP outcome for the
CEO can be found on page 145.
2025 Performance Share Plan (“PSP”) grant
In 2025, the Committee made grants of PSP awards under
the Policy equivalent to 400% of salary and 350% of salary
to the CEO and CFO respectively. The base award is based
100% on financial metrics, with improvement in adjusted
earnings per share (“EPS”) and underlying cash flow
pre-growth capital expenditure weighted equally, and an
overall relative Total Shareholder Return (“TSR”) multiplier of
up to 1.5x the base award for between upper quartile and
upper decile performance, against the FTSE 100 (excluding
investment trusts). No PSP award vested during the year,
with the first awards, made in 2024, based on performance
to the end of FY26.
FY25 base salaries
Salary levels for the CEO and CFO were maintained at their
FY24 levels of £824,570 and £614,517 respectively during
FY25. Wider workforce pay in the year increased by 4.4%
on average.
Implementation in FY26
Details of the application of the Policy for the Executive
Directors in FY26 are outlined in the “Remuneration at a
glance” section opposite.
Remuneration principles
The Committee considers a number of factors relating to the
wider workforce, including policies and practices throughout
the Company, feedback from the Designated Non-Executive
Director on workforce remuneration and our all-employment
employee remuneration report. Further information about our
approach to wider workforce remuneration can be found on
page 136.
Changes to the Committee during the year
Emma Lloyd retired from her Non-Executive Director role on
14 November 2025, and I would like to thank her for her
contributions to this Committee.
I hope you find our Report to be a comprehensive account
of the Committee’s activities and decisions we have made
over the year. I shall be available at the upcoming AGM to
answer any questions about the work of the Committee, and
thank you again for your continued support of Ocado.
Julie Southern
Committee Chair
26 February 2026
134 Ocado Group plc Annual Report and Accounts 2025
£178m
Adjusted EBITDA
Ⓐ
(FY24: £111.7m)
£(213.1)m
Underlying cash flow
Ⓐ
(FY24: £(199.0)m)
£1,361.5m
Revenue
Ⓐ
(FY24: £1,214.5m)
Total remuneration in FY25
Tim Steiner CEO Stephen Daintith CFO
AIP Base salary Pension
£2.11m
£1.64m
Fixed pay
42%
Fixed pay
40%
Variable pay
58%
Variable pay
60%
Application of the Policy for FY26
Our “Remuneration at a glance” section highlights the performance and
remuneration outcomes for our Executive Directors for the year ended
30 November 2025. Further detail is provided in the Statement of
Implementation of Remuneration Policy in 2024/25.
2026 2027 2028 2029 2030 2031
Base salary
Pension and
benefits
AIP
PSP
Shareholding
requirement
FY25 AIP outcome (CEO): 54% of maximum
Threshold
(0%)
Maximum
(100%)
Achievement Payout
(% of base salary)
Group EBITDA £170m £243m £259m 20%
Improvement in Underlying Cash Flow, including Kroger
letter of credit £25m £89m £148m 15%
OSP director operating costs as a % of client sales
capacity (1.59)% (1.42)% (1.33)% 15%
Solutions annualised recurring fee growth secured £19m £38m £13m -
Improvement in international site utilisation growth +6.0ppts +18.9ppts +5.1ppts -
OIA: Total contract value signed $100m $192m $29m -
Improve the employee experience for all (eNPS) 20 26 9 -
Reduction in CO
2
emissions per van drop See page 145 4%
Total payout (as a % of maximum) 54%
135Ocado Group plc Annual Report and Accounts 2025
Paid in cash
As at 1 April 2026:
- CEO: £824,570
- CFO: £614,517
Pension contribution
7% of salary, in line with the workforce, other
benefits in line with Policy and market norms
Performance period
– CEO: 200% of salary (max)
– CFO: 175% of salary (max)
3-year Performance period
– CEO: 400% of salary (max), with 600% relative TSR multiplier
– CFO: 350% of salary (max), with 525% relative TSR multiplier
2-year holding period
50% in deferred shares for minimum
of 3 years from date of grant
50% in
cash
– CEO: 400% of salary
– CFO: 300% of salary
Governance
Financial Statements
Additional Information
Strategic Report
Wider Workforce Remuneration
When making decisions on executive remuneration, the Committee considers a number of factors relating to the wider workforce,
including policies and practices throughout the Company, as well as feedback from the DNED on workforce remuneration and our
all-employment employee remuneration report.
Directors’ Remuneration Report continued
Approach
We believe that the value of the Total Reward package is more
important than focusing solely on base pay. This is a key element
of our philosophy and is echoed in employee sentiment towards
reward and benefits.
Flexibility
For hourly paid employees, we offer a variety of shift patterns,
including evening and weekends. Alongside being able to request
changes to work hours and location, Tech Solutions employees
also benefit from our Work From Anywhere policy.
Wellbeing
We offer a variety of high quality wellbeing services via Help@
hand, including unlimited mental health support, online GP
appointments, Employee Assistance Programme, legal and
financial support and wellbeing and nutrition coaching.
136 Ocado Group plc Annual Report and Accounts 2025
3%
Average monthly paid increases
4.1 - 5.0%
Range of hourly paid increases
Pay
All employees
Free Shares
12% enrolled
Sharesave(UK)
25% enrolled
Ocado stock purchase plan
13% enrolled
Buyasyouearn(UK)
Share Plans
Cascade of remuneration throughout the company
Base Salary
Below board level, base pay is reflective of
the seniority of the role, skills, competence
and contribution
Benefits
All UK employees are eligible to participate
in the Company's all-employee share
schemes, pension scheme and life
assurance arrangements
Pension
In line with the UK Corporate Governance
code, pension contributions for Executive
Directors are fully aligned with the level
currently offered to all employees
Annual Bonus
The Group operates some bonus and
long-term incentive arrangements for
certain levels of senior management
Recognition
Excellence award
Share award to recognise exceptional
results and high performance
All Stars
Platform for Logistics employees to
celebrate colleagues doing great things
Tenure Award
Celebration of key anniversaries at 1, 3, 5,
10, 15, 20 & 25 years’ service
Peer Award
Peer recognition plan to thank those who
embody our values and behaviours
Equal Opportunities
Ocado Group believe a diverse and inclusive workforce is
a key factor in being a successful business. Our Equal
Opportunities Policy is dedicated to creating an
environment for our employees that is free from
discrimination, harassment and victimisation, which
reflects our commitment to create a diverse workforce,
environment and pay strategy that support all individuals
irrespective of their gender, age, race, disability, sexual
orientation or religion.
Description of the Remuneration
Committee
This section of the Directors’ Remuneration Report, along with
page 133, describes the membership of the Committee, its
advisors and principal activities during the period. It forms part
of the Annual Report on Remuneration section of the Report.
Attendees at Committee meetings during the year included the
Chair of the Board, the CEO, the CFO, the Group General
Counsel and Company Secretary, the Chief People Officer, the
VP of Total Reward and the external advisor to the Committee.
The Chair of the Board, Executive Directors and other
attendees are not involved in any decisions of the Committee
and are not present at any discussions regarding their own
remuneration. The Director of Corporate Governance is
Secretary to the Committee.
Areas of focus and activities in 2025
The Committee has, under its Terms of Reference, been
delegated responsibility for setting remuneration for the
Executive Directors, the Chair of the Board, the Group General
Counsel and Company Secretary, and senior management. In
line with its Terms of Reference, the Committee’s work during
the period is set out below.
Key agenda items
• Approved the Directors’ Remuneration Report for FY24.
• Approved the Group’s Gender Pay Gap Report for FY24.
• Reviewed a report from the CEO and the Chair of the Board
on performance and remuneration of the Executive
Directors.
• Reviewed Executive Director and Chair of the Board
remuneration in the year and determined that no change
would be made.
• Reviewed performance under the FY24 AIP and
consideration of any bonuses payable.
• Reviewed performance against the FY24 PSP.
• Reviewed progress against performance measures for the
FY25 PSP.
• Approved the FY26 PSP performance measures.
• Approved the FY25 AIP performance targets and reviewed
the design and measures for the FY26 AIP.
• Reviewed the comparator group used for benchmarking pay.
• Received regular reports on Group-wide remuneration for
FY25 and reports from the DNED on workforce remuneration
arrangements and issues.
• Received a report on the Group’s share schemes for FY26.
• Approved incentive payments and salary changes for senior
management.
• Reviewed and approved various senior management
arrangements on joining and leaving the Company.
• Received reports and advice from advisors on a range of
matters including senior management pay, market themes
and trends, and new governance requirements.
• Reviewed the performance of advisors.
• Oversaw the tender process for the Committee advisor and
approved the re-appointment of PwC.
• Reviewed Committee composition, Terms of Reference and
performance of the Committee.
The Executive Directors and the Chair of the Board reviewed
the remuneration arrangements of the Non-Executive
Directors.
137Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Annual Report on Remuneration – Implementation of Policy for 2025 and proposed
implementation for 2026
Link to purpose and strategy
Details of how the Policy links to the Company’s strategy and purpose can be found in the Remuneration Policy on our website,
www.ocadogroup.com, and on page 191 of the FY23 Annual Report. The Committee considers that the principles under which the
Policy were developed continue to be appropriate.
Summary of Policy table for Executive Directors and implementation
The following tables provide a summary of the key elements of the Policy for Executive Directors approved by shareholders at our
2024 AGM on 29 April 2024. In addition, we have set out how the Policy was operated in FY25 and how it is intended to be
operated in FY26. Details of how the Policy was designed and developed and the full Policy can be found on our website,
www.ocadogroup.com, and on pages 191 to 201 of the FY23 Annual Report.
Base salary
Purpose and link to strategy: Minimum level of pay to attract and retain the right calibre of senior executives required to support
the long-term interests of the business. We continue to aim to position salaries towards the lower quartile of the market.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
Paid monthly in cash.
Reviewed annually or when there is a
change in position or responsibility.
No prescribed maximum; however, usually
maximum salary increases will be within the
percentage range applied to the UK-based
monthly paid employees of the Company in
that year.
Larger increases may be awarded in
exceptional circumstances, for example, if
the role has increased significantly in scope
or complexity or to bring a recently
appointed executive in line with the market
and the other executives in the Company
where their salary at appointment has been
positioned below the market.
The Executive Directors did not receive an
increase to their base salaries in FY25.
As at 1 April 2025:
• Tim Steiner (CEO): £824,570; and
• Stephen Daintith (CFO): £614,517.
Executive pay increases from 1 April
2026 have not yet been determined
and will be disclosed in next year’s
report.
138 Ocado Group plc Annual Report and Accounts 2025
Benefits
Purpose and link to strategy: To attract and retain the right calibre of senior executives required to support the long-term
interests of the business.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
Benefits provided are aligned with those
provided to all employees under our flexible
benefits policy.
Benefits are set at a level which is
considered to be appropriate against market
data for comparable roles for companies of
equivalent size and complexity in similar
sectors and geographical locations to the
Company.
Includes private medical insurance, travel
insurance and other discounts.
Any business travel costs will be paid by the
Company. Additional benefits or payments in
lieu of benefits may also be provided in
certain circumstances, if required for
business needs.
The Company provides Directors’ and
Officers’ liability insurance and may provide
an indemnity to the fullest extent permitted
by the Companies Act 2006.
No planned change.
Pension
Purpose and link to strategy: To attract and retain the right calibre of senior executives required to support the long-term
interests of the business.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
Executive Directors can choose to participate
in the defined contribution Group personal
pension scheme or an occupational money
purchase scheme.
Where lifetime or pension allowances have
been met, the balance of employer
contributions may be paid as a cash
allowance or into a personal pension
arrangement.
In order to ensure continued alignment
between Executive Director and wider
workforce pension contributions, the
contribution rate for UK-based Executive
Directors is 7% of salary, in line with the
workforce.
For any Executive Directors outside the UK,
provision for an executive pension will be set
taking into account local market rates.
No planned change.
139Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Annual Incentive Plan (“AIP”)
Purpose and link to strategy: To provide a direct link between measurable and predictable annual Company and/or role-specific
performance and reward.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
• FY24 and FY25: Maximum opportunity of
275% of salary
• FY26: Maximum opportunity of 200% of
salary.
Up to 50% of any bonus will be paid in cash
and at least 50% will be deferred into shares.
Main terms of deferred shares:
• minimum deferral period of three years
from the date of grant; and
• continued employment to the end of the
deferral period (unless a “good leaver”).
Dividend equivalents may be awarded on
deferred shares to the extent that they vest
until the end of any relevant post-vesting
holding period.
Maximum potential for FY25 (as % of salary):
• CEO: 275%; and
• CFO: 250%.
The AIP was measured against the Corporate
Scorecard, which was measured against the
following strategic pillars:
• Financial outcomes and commercial
drivers (90%); and
• ESG (10%).
The measures were individually weighted for
each Executive Director.
Maximum potential for FY26 (as %
of salary):
• CEO: 200%; and
• CFO: 175%.
The Corporate Scorecard will be
measured against the following
strategic pillars:
• Financial outcomes and
commercial drivers (90%); and
• ESG (10%).
The measures are individually
weighted for each Executive
Director.
140 Ocado Group plc Annual Report and Accounts 2025
Performance Share Plan (“PSP”)
Purpose and link to strategy: To attract, retain and incentivise senior executives to deliver the Company’s business strategy and
sustainable value for shareholders.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
The Committee may make an annual award
of shares to each Executive Director.
PSP awards will typically have a vesting
period of three years followed by a holding
period of two years. During the holding
period, vested awards cannot be sold except
for tax purposes on exercise.
The Committee may award dividend
equivalents on deferred shares to Executive
Directors to the extent that they vest.
The PSP awards will consist of a “base”
award, with a relative TSR multiplier on the
vesting outcome of the base award.
The maximum base award level for Executive
Directors is 400% of base salary. A relative
TSR multiplier will operate such that the
maximum opportunity is 1.5x the base award,
i.e. 600% of base salary.
25% of the base award will vest for threshold
performance, increasing to 100% of the base
award for maximum performance.
Performance measures and targets will be
aligned to strategy and set on grant, with at
least 70% of the base award linked to
stretching financial metrics.
The maximum opportunity for each Executive
Director, as a percentage of base salary, is as
follows:
• CEO: 400% base award (600% with relative
TSR multiplier); and
• CFO: 350% base award (525% with relative
TSR multiplier).
For the FY25 grant, the base award is based
100% on financial metrics, with adjusted EPS
and underlying cash flow
Ⓐ
pre-growth
capital expenditure weighted equally.
The relative TSR multiplier is assessed based
on Ocado’s relative TSR against the FTSE
100 (excluding investment trusts) as follows:
• up to and including upper quartile
performance = 1x base award outcome;
• upper decile performance or above
= 1.5x base award outcome; and
• straight-line vesting in between these two
points.
The maximum opportunity for each
Executive Director, as a percentage
of base salary, is as follows:
• CEO: 400% base award (600%
with relative TSR multiplier); and
• CFO: 350% base award (525%
with relative TSR multiplier).
For the FY26 grant, the base award
will be based 100% on financial
metrics, with adjusted EPS and
underlying cash flow
Ⓐ
pre-growth
capital expenditure weighted
equally. The targets will be
disclosed in next year’s report as
they are commerically sensitive.
The Committee will take into
account any windfall gains upon
vesting and determining final
outcome.
The relative TSR multiplier will be
assessed based on Ocado’s relative
TSR against the FTSE 100
(excluding investment trusts) as
follows:
• up to and including upper quartile
performance = 1x base award
outcome;
• upper decile performance or
above = 1.5x base award
outcome; and
• straight-line vesting in between
these two points.
141Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Shareholding requirements
Purpose and link to strategy: To align Executive Directors and shareholders.
Key features of current Policy Operation in the year ended 30 November 2025
Proposed implementation of Policy in
the year ending 29 November 2026
Shareholding requirement for Executive
Directors:
• CEO: 400% of salary; and
• CFO: 300% of salary.
Post-cessation shareholding requirement of
100% of pre-cessation shareholding
requirement for two years from leaving the
Company.
To enforce the post-cessation requirement,
any departing Executive Director to whom
this applies will sign a certificate of
compliance agreeing to retain the required
number of shares for two years from leaving
the Company. The required number of shares
will be fixed based on the share price at the
date of cessation.
See page 149 for Director shareholdings. No planned change.
Other remuneration
During the period, the Executive Directors continued their participation in the all-employee Sharesave and Share Incentive Plan
(“SIP”) Schemes. It is expected that, in 2026, the Executive Directors will carry on their participation in the schemes.
Malus and Clawback
The AIP and PSP scheme rules contain malus and/or clawback provisions that allow the Remuneration Committee to reduce or
retrieve a payment or an award.
Under malus, AIP payments, unvested AIP deferred shares or unvested PSP awards can be reduced (including down to zero) or
be made subject to additional conditions. Clawback allows for the repayment of a cash award under the AIP for a period of three
years; deferred share awards under the AIP for a period of two years after the vesting date; and PSP awards for a period of two
years after the vesting date. The clawback periods are considered appropriate by the Committee due to their alignment with the
AIP deferral periods and PSP holding period. No such provisions were used in FY25.
The Remuneration Committee may apply malus/clawback when there are exceptional circumstances such as:
• a material mis-statement in the published results of the Group or one of its members;
• an error in assessing any applicable performance condition or target and/or the number of shares subject to an award;
• the assessment of any applicable performance condition or target and/or the number of shares subject to an award being
based on inaccurate or misleading information;
• misconduct on the part of the Executive Director concerned;
• where, as a result of an appropriate review of accountability, the Remuneration Committee determines that the Executive
Director has caused wholly or in part a material loss for the Group as a result of (i) reckless, negligent or wilful actions or
omissions or (ii) inappropriate values or behaviour;
142 Ocado Group plc Annual Report and Accounts 2025
• the Company or entities representing a material proportion of the Group become insolvent or otherwise suffer a corporate
failure; and
• a Group member being censured by a regulatory body or suffering, in the Remuneration Committee’s opinion, a significant
detrimental impact on its reputation.
Chair of the Board and Non-Executive Fees
The Chair and Non-Executive Director fees were held at the FY24 level for FY25. No decisions have yet been made regarding
Non-Executive Director and Chair fees for FY26; however, any changes will be disclosed in next year’s report.
Other remuneration for the Non-Executive Directors (Audited)
In addition to their fees, the Non-Executive Directors are entitled to a staff shopping discount consistent with the Group’s
employees.
The Company has obtained a written confirmation from each Non-Executive Director that they have not received any other items
in the nature of remuneration from the Group, other than those already referred to in this Report.
Annual Report on Remuneration – FY25
This part of the Directors’ Remuneration Report sets out the Directors’ remuneration paid in respect of FY25. It details the
payments to Directors and the link between Company performance and remuneration of the CEO. This part, together with the
“Description of the Remuneration Committee” section on page 137 and the “Implementation of Policy for 2025 and proposed
implementation for 2026” section on pages 138-143, constitutes the Annual Report on Remuneration, and will be put to an
advisory shareholder vote at the Company’s Annual General Meeting (“AGM”) on 28 April 2026.
Single Total Figure of Remuneration (Audited)
The total remuneration for the period for each of the Executive Directors is set out in the table below.
Director Tim Steiner Stephen Daintith Total
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
Salary 825 815 614 607 1,439 1,422
Taxable benefits
1
1 1 1 1 2 2
Pensions
2
58 57 43 42 101 99
Total fixed pay 884 873 658 650 1,542 1,523
Variable pay
AIP
3
1,224 1,737 983 1,246 2,207 2,983
SIP
4
4 4 3 3 7 7
Sharesave – – – – – –
Total variable pay 1,228 1,741 986 1,249 2,214 2,990
Total remuneration 2,112 2,614 1,644 1,899 3,756 4,513
1. Taxable benefits include one or more of: private healthcare; life assurance; or travel insurance. See page 144 for more details.
2. No Executive Directors participate in a Group defined benefit or final salary pension scheme.
3. 50% of the AIP payment is paid in cash and 50% will be deferred in shares for a period of three years. There are no performance conditions attached to the deferred element,
only service conditions.
4. Under the SIP, awards of Free Shares and Matching Shares became unrestricted during the period. These awards are explained on pages 155-156.
5. An explanation of each element of total remuneration paid in the table above is set out in the following section.
143Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Base salary (Audited)
During the year, the Committee reviewed the salaries of the Executive Directors. After taking into account a number of relevant
factors, the Committee recommended that base salaries remain unchanged. The following table shows each Executive Director’s
salary.
Year
Salary 2025
(£)
Salary 2024
(£) Effective from
Tim Steiner 824,570 824,570 1 April 2025
Stephen Daintith 614,517 614,517 1 April 2025
The Committee reviewed a range of benchmark comparators and discussed their relative suitability for the current business. It
concluded that continuing to benchmark against the FTSE 100 remains the most appropriate approach, providing consistency
with historical practice, our key talent markets and the PSP TSR performance measure. The Committee agreed that this position
should remain under review. The appropriateness of the FTSE 100 was also considered as part of the development of the Policy,
and the Committee reaffirmed its view that it remains the right comparator, although benchmarking from the FTSE 50 to 150 is
now considered as part of the Committee’s reviews.
Taxable benefits (Audited)
The Executive Directors received taxable benefits during the period, notably private medical insurance. They also received other
benefits which are not taxable, including income protection insurance, life assurance and Group-wide employee benefits, such as
an employee discount. These benefit arrangements were made in line with the current Policy, which allows the Company to
provide a broad range of employee benefits.
Pensions (Audited)
The Company made pension contributions on behalf of the Executive Directors to the defined contribution Group personal
pension scheme. The employer contributions to the pension scheme in respect of each Executive Director are made in line with
the Group personal pension scheme for all employees. In order to ensure continued alignment between Executive Director and
wider workforce pension contributions, all Executive Directors have received a contribution rate of 7% of salary since April 2020.
Pension contributions can be made to the Executive Directors (and any other employee) as a cash allowance where the Executive
Director (or employee) has reached the HMRC tax-free annual allowance limit for pension contributions as provided for in the
current Policy. In accordance with the current Policy, Tim Steiner and Stephen Daintith have elected to receive part of their
pension contributions as an equivalent cash allowance.
144 Ocado Group plc Annual Report and Accounts 2025
Annual Incentive Plan (“AIP”) (Audited)
The FY25 AIP was based on the performance targets and weightings set out below. We aim to transparently disclose our detailed
performance against targets where commercially possible. All metrics are directly linked to our strategic KPIs and overall long-
term success of the Company.
When assessing performance outcomes against the AIP metrics, the Committee carefully assessed the extent to which the
measures reflect the underlying performance of the business. The Committee discussed both the Kroger Letter of Credit and the
termination fees relating to the closure of three Kroger sites and elected to follow the accounting treatment. As such, the
drawdown of the Letter of Credit is reflected in underlying cash flow during the year and in revenue over the remaining life of each
live CFC at the time of receipt. The termination fees received from Kroger do not impact the FY25 AIP outturn. We believe that the
overall AIP outcomes are a fair reflection of performance in the year, and no discretion was applied. The CEO had a maximum
bonus opportunity of 275% of salary and the CFO had a maximum opportunity of 250% of salary.
Performance conditions
Weightings of
performance condition Performance targets Performance outcome
Tim Steiner
Stephen
Daintith Threshold Maximum
Actual
performance
Percentage of
maximum
performance
achieved
Financial & Growth metrics
Group EBITDA 20.0% 25.0% 170m 245m 259m 100%
Improvement in Underlying Cash Flow,
including Kroger Letter of Credit 15.0% 25.0% £25m £89m £148m 100%
OSP Direct operating costs as a % of client
sales capacity 15.0% 10.0% (1.59)% (1.42)% (1.33)% 100%
Solutions annualised recurring fee growth
secured 15.0% 10.0% £19m £38m £13m 0%
Improvement in international site utilisation
growth 15.0% 10.0% +6.0ppts +18.9ppts +5.1ppts 0%
Ocado Intelligent Automation: Total
contract value signed 10.0% 10.0% $100m $192m $29m 0%
ESG metrics
1
Improve the employee experience for all
(eNPS) 5.0% 5.0% 20 26 9 △ 0%
Reduction in CO
2
emissions per van drop
2
5.0% 5.0% See footnote 2 80%
Performance outcome
Total achieved (% of maximum) 54% 64%
Total payout (£’000)
3
1,224 983
1. Metrics marked with a △ are subject to independent limited assurance by ERM CVS in accordance with ISAE 3000 (Revised). The performance outcome of metrics related to
the reduction in CO
2
emissions per van drop are also subject to independent limited assurance by ERM CVS. See pages 278-279 for the full assurance report and pages
275-277 for our Basis of Reporting.
2. We set performance targets for reductions in CO
2
emissions per van drop based on projected routing data for Kroger, Aeon and ORL. Overall, the maximum performance
achieved across all three partners was 80%. The performance outcome of these metrics is set out on page 83. See page 59 for more information about our Net Zero roadmap
and targets.
3. The applicable salary used for calculating the bonus payment under the rules of the FY25 AIP is the applicable base salary on the date of payment.
145Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Performance under the FY25 AIP was measured against eight performance measures. Of the eight measures, all have quantifiable
performance targets with “minimum” and “maximum” conditions. 25% of an award vests for minimum performance rising on a
straight-line basis to 100% for maximum performance.
Overall, this resulted in bonus payments to Executive Directors based on 54% to 64% of maximum achievement. The Committee
carefully discussed the outcome of each AIP measure, assessing business factors and broader considerations outside the
Company, and is confident that the outcomes are consistent with the underlying performance of the business. Therefore, the
Committee determined that no overriding discretion will be applied to the bonus outcome.
In agreeing to pay the bonus, the Committee applied the rules, which stipulate that 50% of the AIP achieved in the year will be
deferred into shares for three years (subject to a two-year holding period on vesting).
Performance Share Plan (“PSP”) (Audited)
During the year, the Committee granted the second Performance Share Plan (“PSP”) award under the Policy to Executive
Directors on 28 March 2025. The CEO’s and CFO’s base award had a face value of 400% and 350% of base salary respectively
with a maximum multiplier of 1.5x such that the overall maximum awards were 600% and 525% of salary respectively.
The normal vesting date of the PSP awards will be 28 March 2028, being the third anniversary of the award date. Once vested,
the PSP award will normally be exercisable until the day before the 10th anniversary of the award date and is subject to a two-
year holding period commencing on vesting.
The awards are subject to the following performance targets:
Measure Weighting
Threshold (25% of
maximum vesting)
Maximum (100% of
maximum vesting)
Absolute improvement in adjusted EPS, FY27 vs FY24 (pence per share) 50%
13 pence per share
improvement
30 pence per share
improvement
Underlying cash flow
Ⓐ
pre-growth capital expenditure in FY27 (£m) 50% £117m £250m
1. Targets are based on Ocado Retail being equity accounted for as a joint venture and therefore include the Company’s 50% share of Ocado Retail.
2. Adjusted EPS is defined as the adjusted earnings after tax attributable to owners divided by the weighted average number of shares in issue during the year.
3. Underlying cash flow
Ⓐ
pre-growth capital expenditure is defined as the movement in cash and cash equivalents before any investment in growth capital expenditure. This
includes capital expenditure in relation to installing MHE for a new CFC, installing incremental MHE to increase the number of live modules in a CFC or for new products,
replacement, advance purchases for future CFC construction and any preparatory material for new CFCs, revisits and retrofits. Underlying cash flow
Ⓐ
excludes the impact of
any adjusting (exceptional) items, transaction costs of any refinancing activities, any mergers and acquisitions activity, and any foreign exchange movements.
Relative TSR multiplier
The relative TSR multiplier will be assessed based on Ocado’s relative TSR against the FTSE 100 (excluding investment trusts)
over the three-year performance period, as follows:
• up to and including upper quartile performance = 1x base award outcome;
• upper decile performance or above = 1.5x base award outcome; and
• straight-line vesting in between these points.
The FTSE 100 was considered the most appropriate peer group when the PSP was awarded. Further details are set out on page
189 of the 2023 Annual Report.
146 Ocado Group plc Annual Report and Accounts 2025
Share Incentive Plan (“SIP”) (Audited)
The 2022 awards of Free Shares made under the SIP became unrestricted during the period on 25 April 2025 and 24 October
2025. Certain Matching Shares also became unrestricted during the period. Free Shares and Matching Shares awarded under the
SIP are subject to a three-year forfeiture period starting from the date of grant. This means that if an Executive Director ceases to
be employed by the Group during the three-year period, the Free Shares and Matching Shares will be forfeited. Partnership
Shares purchased under the SIP are not included in the total remuneration table as these are purchased by the Executive
Directors from their salary, rather than granted by the Company as an element of remuneration. Only the value of Free Shares and
Matching Shares that became unrestricted during the period are shown in the total remuneration table. The value shown is the
value of the shares on the date that they became unrestricted. Unrestricted shares can be held in trust under the SIP for as long
as the Executive Director remains an employee of the Company.
Recovery of sums paid (Audited)
No sums paid or payable to the Executive Directors were sought to be recovered by the Group.
Non-Executive Directors
Totalfees(Audited)
The fees paid to the Non-Executive Directors and the Chair of the Board during the period ended 30 November 2025 and the
period ended 1 December 2024 are set out in the table below.
Non-Executive Director
5
Fees
Taxable
benefits
Pension
entitlements Annual bonus
Long-term
incentives
Recovery of
sums paid
Total
remuneration
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
FY25
£’000
FY24
£’000
Adam Warby
1
400 7 – – – – – – – – – – 400 7
Jörn Rausing 83 82 – – – – – – – – – – 83 82
Andrew Harrison 144 142 – – – – – – – – – – 144 142
Emma Lloyd
2
87 90 – – – – – – – – – – 87 90
Julie Southern 113 112 – – – – – – – – – – 113 112
Nadia Shouraboura 91 90 – – – – – – – – – – 91 90
Julia M. Brown
3
91 90 – – – – – – – – – – 91 90
Rachel Osborne 105 103 – – – – – – – – – – 105 103
Gavin Patterson
4
91 46 – – – – – – – – – – 91 46
Total 1,205 762 – – – – – – – – – – 1,205 762
1. Adam Warby joined the Board with effect from 1 November 2024.
2. Emma Lloyd stepped down from the Board with effect from 14 November 2025.
3. Julia M. Brown received an additional £4,550 in respect of FY23 and £7,800 in respect of FY24 in error. The overpayment was recovered in FY25.
4. Gavin Patterson joined the Board with effect from 1 June 2024.
5. Cathy Graham joined the Board on 1 February 2026 and is therefore not included in the table.
Non-Executive Directors receive a basic fee and additional fees for chairing the People Committee, Remuneration Committee or
Audit Committee, for being a member of the Remuneration Committee or Audit Committee, or holding the position of Senior
Independent Director (“SID”). There is currently no additional fee payable to the DNED.
147Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
The remuneration arrangements for the Non-Executive Directors (except the Chair of the Board) were reviewed by the Executive
Directors and the Chair of the Board during the period and the decision was taken to hold all fees at the FY24 rates. The basic
fees for Non-Executive Directors is £82,690 and the fee for chairing a Committee is £22,346. The fee for the role of SID is
£22,346 and the fee for being a member of the Remuneration Committee or the Audit Committee is £8,420.
Additional context on Executive Director pay
Overall link to remuneration and equity of the Executive Directors
The table below sets out, for each Executive Director, the single figure for FY25, the number of shares held by the Director at the
beginning and end of the financial year, and the impact on the value of these shares taking the opening price and closing price for
the year. It is the Committee’s view that the total exposure of the Executive Directors to the Company is more relevant to their
focus on the long-term sustainable performance of the Company than the single figure of remuneration for a particular year.
FY25 single
figure (‘000)
Shares held at
start of year
Shares held at
end of year
Value of shares
at start of year
(£’000)
Value of shares
at end of year
(£’000)
Difference
(£’000)
Tim Steiner 2,112 19,890,124 19,835,764 63,152 36,497 (26,655)
Stephen Daintith
1
1,644 15,168 16,299 49 29 (20)
1. Stephen Daintith joined the Board with effect from 22 March 2021 and hence has had less time than the CEO to build up his shareholding. See pages 155-156 for additional
awards that will vest over the next three years.
The closing market price of the Company’s shares as of 28 November 2025, being the last trading day in the period ended
30 November 2025, was 184.4 pence per ordinary share (FY24: 318.4 pence) and the share price range applicable during the
period was 166 pence to 397.7 pence per ordinary share.
148 Ocado Group plc Annual Report and Accounts 2025
Director shareholdings (Audited)
The table below shows the beneficial interests in the Company’s shares of Directors serving during the period and their
connected persons, as shareholders and as discretionary beneficiaries under trusts. The table also shows compliance with the
Director shareholding requirements in the current Policy as at 30 November 2025.
Name
Shares held at
30 November 2025
Shares held at
1 December 2024
Minimum
shareholding
requirement (%
of base salary
or fee)
Comply with
minimum
shareholding
requirement
Direct
holding
Indirect
holding
Direct
holding
Indirect
holding
Executive Directors
Tim Steiner
1
19,785,746 50,018 19,785,746 104,378 400 Yes
Stephen Daintith
2
12,579 3,720 12,579 2,589 300 Yes
Non-Executive Directors
Adam Warby
4
100,000 – – – 100 Yes
Jörn Rausing
3
– 83,879,642 – 83,879,642 100 Yes
Andrew Harrison 25,000 – 25,000 – 100 No
Emma Lloyd 17,300 – 17,300 – 100 No
Julie Southern 6,493 – 6,493 – 100 No
Nadia Shouraboura – – – – 100 No
Julia M. Brown
4
– – – – 100 Yes
Rachel Osborne
4
– – – – 100 Yes
Gavin Patterson
4
– – – – 100 Yes
1. Tim Steiner entered into various contracts for the transfer of shares on 21 June 2010, as described on page 238 of the Prospectus issued by the Company on 6 July 2010. As
previously reported on 24 July 2025, the parties agreed again to extend the date for completion for the third contract to 24 July 2026, for the fourth contract to 24 July 2027,
and the remaining contracts to 24 July 2028, or other such date as the parties may agree.
2. Stephen Daintith was appointed on 22 March 2021. Executive Directors (excluding the CEO) are expected to hold shares equivalent to 300% of salary. This holding can be built
up over five years from appointment. Therefore, while Stephen Daintith does not hold the requisite number of shares to comply with the shareholding requirement currently, he
is compliant with the current Policy. Please see pages 155-156 for additional awards that will vest over the next three years.
3. Jörn Rausing is a beneficiary of the Apple III Trust, which owns Apple III Limited (together, “Apple”), a significant (approximately 10%) shareholder of the Company. Jörn is not a
representative of Apple, nor does Apple have any right to appoint a Director to the Board of the Company.
4. Julia M. Brown, Rachel Osborne, Gavin Patterson and Adam Warby were appointed on 1 January 2023, 1 September 2023, 1 June 2024 and 1 November 2024 respectively.
Non-Executive Directors are expected to hold shares equivalent to one year’s annual fee. This holding can be built up over three years from appointment. Therefore, while Julia
M. Brown, Rachel Osborne, Gavin Patterson and Adam Warby do not hold the requisite number of shares to comply with the shareholding requirement currently, they are
compliant with the Policy. Cathy Graham was appointed to the Board on 1 February 2026 and therefore does not appear in this table.
5. The assessment for shareholding compliance is based on the current annualised salary or fee (as set out on pages 144 and 147-148 which applied on 30 November 2025 and
the higher of the original purchase price(s) or the current market price (being 184.4 pence per share on 30 November 2025) of the relevant shareholdings.
6. The above does not include shares that are subject to performance conditions under any of the Company’s share schemes.
7. Where applicable, the above indirect holdings include SIP Partnership and Free Shares held under the SIP, which are held in trust.
8. No Director had an interest in any of the Company’s subsidiaries at the beginning or end of the period.
9. There have been no changes in the Directors’ interests in the shares issued or options granted by the Company and its subsidiaries between the end of the period and the date
of this Annual Report, except shares held pursuant to the SIP, as set out on page 156.
149Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Chief Executive Officer pay ratio
The tables below set out the total pay of the CEO and UK employee population as a whole at median, lower quartile and upper
quartile using the methodology applied to the single figure of remuneration at the end of the period.
The CEO pay ratio, when calculated in line with the regulations, has narrowed versus the figures for 2024 (74:1 versus 87:1 last
year). The narrowing of our CEO pay ratio reflects a reduction in CEO remuneration, due to the AIP award relating to FY25 being
lower than FY24, plus no increase in base salary being awarded in April 2025, while the comparator group remained stable.
Executive Director pay is more at risk than wider employee pay due to the use of variable pay, resulting in a total pay ratio that can
change significantly from year-on-year. Details on the differences between the remuneration of Executive Directors and the wider
workforce can be found on page 153. The Committee is satisfied that its policies on reward drive the right behaviours at Ocado
and ensure that our employees are rewarded fairly and competitively for their contribution to our success. Therefore, the
Committee believes that the median pay ratio is consistent with the Group’s pay, reward and progression policies.
Year Method
CEO
remuneration
(£’000)
25th percentile
pay ratio
Median pay
ratio
75th percentile
pay ratio
FY25 – reported figures Option B 2,112 77:1 74:1 73:1
FY24 – reported figures Option B 2,614 101:1 87:1 85:1
FY23 – reported figures Option B 1,957 75:1 72:1 60:1
FY22 – reported figures Option B 2,004 85:1 80:1 68:1
FY21 – reported figures Option B 1,968 88:1 82:1 67:1
FY20 – reported figures - restated Option B 6,211 283:1 278:1 217:1
FY19 – reported figures - restated Option B 59,038 2,834:1 2,619:1 2,349:1
1. Option B was selected to calculate CEO pay ratios as a proportionate, sustainable and repeatable approach given the size and structure of the Ocado workforce.
2. From the information used to calculate the most recent gender pay gap at each of the 25th, 50th and 75th percentiles, 20 employees were identified as comparators and their
remuneration calculated (the remuneration figures for each employee were determined with reference to the financial year ended 30 November 2025). The median
remuneration for each group of 20 employees is reported as the comparator value for CEO pay ratio calculations. Using the median value from groups of employees
at each of the 25th, 50th and 75th percentiles provides a more representative estimate than if based on an individual employee, reducing the influence of an outlier value.
3. No components of pay have been omitted and no estimates or adjustments were made.
UK employees (full-time equivalents)
CEO Total pay and benefits (£’000) Salary (£’000)
Year
Total pay and
benefits (£’000)
Salary
(£’000)
25th
percentile Median
75th
percentile
25th
percentile Median
75th
percentile
FY25 2,112 825 27.3 28.7 28.8 26.0 27.3 27.4
150 Ocado Group plc Annual Report and Accounts 2025
CEO historical remuneration
The table below summarises, in respect of the CEO, the single figure of total remuneration, the AIP or bonus plan payment as a
percentage of maximum opportunity, and the long-term incentive payout as a percentage of maximum opportunity for the current
period and the previous 10 financial years.
Year CEO total remuneration (£’000)
AIP or bonus payment as a
percentage of maximum target
achievement (% of maximum)
Long-term incentives as a
percentage of maximum
opportunity (% of maximum)
2025 2,112 54.0 -
2024 2,614 76.6 -
2023 1,957 50.6 -
2022 2,004 56.7 -
2021 1,968 57.9 -
2020 6,211 94.2 79.9
2019 59,038 57.0 94.5
2018 3,996 70.5 50
2017 1,337 41.8 33.4
2016 1,141 43.6 43.2
1. The LTIP was implemented in 2013 and the first award had a performance period ending in 2015 and a vesting date in 2016. The Growth Incentive Plan (“GIP”) and SIP were
both implemented in 2014, but had vesting dates in 2019 and 2017 respectively. From 2019 to 2024, the VCP was the main form of long-term incentive plan.
2. The 2017 LTIP vested at 46.1% of maximum and the GIP vested at 100% of maximum. The 2019 long-term incentive value is a weighted average of the 2017 LTIP and the GIP.
3. The 2018 LTIP vested at 79.9% of maximum. There was no vesting in the first year of the VCP; therefore, the 2020 long-term incentive value is the same as the 2018 LTIP
vesting percentage.
4. There was no vesting capable of occurring in the second year of the VCP in March 2021 and the 2018 LTIP was the last award under this scheme; therefore, the 2021 long-term
incentive value is N/A.
5. Vesting was capable of occurring during the third, fourth and fifth years of the VCP in March 2022, March 2023 and March 2024 respectively. However, the minimum TSR
underpin was not met in any of these years and therefore no nil-cost options vested in 2022, 2023 or 2024.
151Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Total Shareholder Return (“TSR”)
The following graph shows the TSR performance of an investment of £100 in Ocado shares compared with an equivalent
investment in the FTSE 100 and FTSE 250 Indices over the past 10 years. These Indices were chosen as Ocado has historically
been a constituent of the FTSE 250 Index and was a constituent of the FTSE 100 from 2018 until 2024. Both represent a broad
equity market index against which the Company can be compared historically. The Company has not paid a dividend since its
admission to the London Stock Exchange so the Company’s TSR does not factor in dividends reinvested in shares.
28 Nov2025
Ocado TSR FTSE 100 TSR FTSE 250 TSR
TSR performance of an investment of £100
0
100
200
300
400
500
700
600
27 Nov 2015 25 Nov 2016 01 Dec 2017 30 Nov 2018 29 Nov 2019 27 Nov 2020 26 Nov 2021 29 Nov202401 Dec 202325 Nov 2022
152 Ocado Group plc Annual Report and Accounts 2025
Director salary/fee percentage change versus employees of Group
The table below shows how the percentage change in each Director’s salary/fees, taxable benefits and Annual Incentive Plan
between FY25 and FY24 compares with the average percentage increase in each of those components of pay for the UK-based
employees of the Group as a whole on a full-time equivalent basis. Disclosure for all Directors in addition to the CEO is included.
Ocado Group plc has no employees and therefore a subset of the Group’s employees, that being the Group’s UK employees, has
been used.
The Committee monitors the changes year-on-year between our Director pay and the average employee increase, shown in the
table. Year-on-year increase in pay for Directors compared with the average employee pay increase:
2024/25 2023/24 2022/23 2021/22 2020/21
Director (on a full-time
equivalent basis)
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Tim Steiner – 36% (30)% 3.8% 16% 57.1% 4% – (7)% 3.5% (35.6)% 1% 2.5% (83)% (37)%
Stephen Daintith – 25% (21)% 3.8% 14% 42.9% 4% – 10% 3.5% (20.1)% 69% N/A N/A N/A
Adam Warby – – – – – – N/A N/A N/A N/A N/A N/A N/A N/A N/A
Jörn Rausing – – – 3.8% – – 3% – – 5.2% – – 7% – –
Andrew Harrison – – – 3.8% – – 8% – – 12.6% – – 23.5% – –
Emma Lloyd – – – 3.8% – – (2)% – – 4.6% – – 21% – –
Julie Southern – – – 3.8% – – 4% – – 6% – – 30% – –
Nadia Shouraboura – – – 3.8% – – 10% – – 9% – – N/A N/A N/A
Julia M. Brown
1
– – – 3.8% – – – – – N/A N/A N/A N/A N/A N/A
Rachel Osborne – – – 3.8% – – – – – N/A N/A N/A N/A N/A N/A
Gavin Patterson – – – – – – N/A N/A N/A N/A N/A N/A N/A N/A N/A
Average percentage
increase for UK
employees
2
4.4% 38% (28)% 5.1% 21.6% 33.6% 6.1% (0.3)% (3.7)% 5.7% (3.1)% (27.8)% 2.5% (2.1)% (27.8)%
1. Julia M. Brown received an additional £4,550 in respect of FY23 and £7,800 in respect of FY24 in error. The overpayment was recovered in FY25. This was not an increase or
decrease in her fee so is not reflected as a change in remuneration.
2. The change in salary data for the Group’s employees is on a per capita basis. The increase of 4.4% is the change in average percentage increase for UK employees as at 1 April
2025 to allow a direct comparison with the Executive Directors at a single point in time. It is not the year-on-year change in base pay.
3. Cathy Graham was appointed to the Board on 1 February 2026 and therefore does not appear in this table.
4. The change in taxable benefits for the Executive Directors is set out on page 143.
5. UK employees have been chosen as the majority of our workforce is UK based.
Relative importance of spend on pay
The following table shows the Company’s loss and total Group-wide expenditure on pay for all employees for the period and last
financial year. The Company has not paid a dividend or carried out a share buyback in the current year or previous year. The
information shown in this table is:
• (loss) – Group loss before tax from continuing operations as set out in the Consolidated Income Statement on page 183; and
• total gross employee pay – total gross employment costs for the Group (including pension, variable pay, share-based payments
and social security) as set out in Note 2.4 to the Consolidated Financial Statements on page 201.
30 November
2025
(£m)
1 December
2024
(£m)
(Loss) before tax from continuing operations (377.6) (339.8)
Total gross employee pay 979.3 992.00
153Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
Gender pay gap
We are committed to pay parity and aim to ensure we provide equal opportunity for all. We are proud of the work we have done
around diversity and inclusion during the year, and want to continue to improve retention and attract the best female talent as well
as other under-represented groups.
The Company reports specific information about the difference in average pay for its male and female employees as required by
gender pay gap legislation. The Company’s gender pay gap metrics are submitted by the Group’s main employing entity, Ocado
Central Services Limited, and the headline gender pay metric is the difference in the median hourly pay received by men and
women. Our FY25 results continue to show a balanced position between the genders, with the headline metric (median pay gap)
favouring women by 2.2%, having also slightly favoured women in FY24 (0.8%). The mean gender pay gap continues to favour
female employees, with a pay gap of 10%.
We are committed to paying fairly and we are focused on providing an equal opportunity for all employees. For more information
and to view the full metrics, see the Government gender pay gap service portal or our website, www.ocadogroup.com.
Director retirement arrangements and payments for loss of office (Audited)
It was determined in accordance with the current Policy that the arrangements set out below should apply in relation to the
remuneration on retirement of Emma Lloyd.
Emma Lloyd retired from the Board with effect from 14 November 2025.
Element of remuneration Treatment
Remuneration payments All outstanding fees up to 14 November 2025 were paid to Emma Lloyd in accordance with the terms
of her letter of appointment. No payments are expected after the date of retirement for Emma Lloyd.
Payment for loss of office No payment for loss of office or other remuneration payment was made to Emma Lloyd.
Share schemes At the time of her retirement from the Board, Emma Lloyd did not participate in a Company share
scheme.
Director appointment arrangements (Audited)
As announced on 8 December 2025, Cathy Graham was appointed to the Board as a Non-Executive Director with effect from
1 February 2026. Cathy Graham’s remuneration was agreed by the Board in line with the current Policy. On appointment, the
Board approved an annual fee for Cathy Graham of £91,111 which was in line with the other Non-Executive Directors. Cathy
Graham will not receive any other benefits or payments, in line with the current Policy.
Payments to past Directors (Audited)
None.
External appointments for Executive Directors
As at 30 November 2025, in addition to his role as Executive Director of the Company, Stephen Daintith is a non-executive
director of 3i Group plc, listed on the Main Market of the London Stock Exchange.
154 Ocado Group plc Annual Report and Accounts 2025
Director interests in share schemes (Audited)
AnnualIncentivePlan(“AIP”)(Audited)
At least 50% of the AIP payout is deferred into shares. At the end of the period, interests in shares held by the Executive Directors
under the AIP were as follows:
Director Type of interest Date of grant
Number of
share options
Face value
(£’000) Date of vest
Share price
used for grant
calculations
Tim Steiner Deferred bonus 20/03/20 37,107 590 20/03/23 £15.89
19/03/21 55,711 1,145 19/03/24 £20.56
17/03/22 49,128 587 17/03/25 £11.96
29/03/23 134,507 596 29/03/26 £4.43
27/04/24 119,023 553 27/04/27 £4.647
28/03/25 324,530 913 28/03/28 £2.812
Stephen Daintith Deferred bonus 17/03/22 19,512 233 17/03/25 £11.96
29/03/23 88,954 394 29/03/26 £4.43
27/04/24 93,751 436 27/04/27 £4.647
28/03/25 224,700 632 28/03/28 £2.812
Performance Share Plan (“PSP”) (Audited)
Director Type of interest Date of grant
Number of
share options
Face value
(£’000) Date of vest
Share price
used for grant
calculations
1
Tim Steiner 2024 PSP award 16/05/24 3,990,760 14,216 16/05/27 £3.56
2025 PSP award 28/03/25 1,703,070 4,789 28/03/28 £2.81
Stephen Daintith 2024 PSP award 16/05/24 872,534 3,108 16/05/27 £3.56
2025 PSP award 28/03/25 1,147,267 3,226 28/03/28 £2.81
1. The share price used for grant calculations is the volume-weighted average price per share over the three business days immediately preceding the award date.
Share Incentive Plan (“SIP”) (Audited)
At the end of the period, interests in shares held by the Executive Directors under the SIP were as follows:
Director
Partnership
shares acquired
in the year
Matching
Shares awarded
in the year
Free Shares
awarded in the
year
Total SIP shares
held as at
30/11/2025
SIP shares that
became
unrestricted in
the year
Total
unrestricted SIP
shares held as
at 30/11/2025
Tim Steiner 672 96 1,036 14,058 29 10,815
Stephen Daintith 672 96 1,036 5,139 31 2,392
The Directors continued their SIP participation during the period. The SIP scheme is made available to all employees. The SIP allows
for the grant of a number of different forms of awards. An award of Free Shares was made to the Executive Directors in July 2025
under the terms of the SIP and the current Policy. Free Shares of up to £3,600 of ordinary shares may be allocated to any employee
in any year. Free Shares are allocated to employees equally on the basis of salary, as permitted by the relevant legislation.
155Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Remuneration Report continued
An award of Matching Shares was made to those Executive Directors who purchased Partnership Shares (using deductions taken
from their gross basic pay) under the terms of the SIP and in accordance with the Policy.
The Executive Directors continued their membership in the SIP after the end of the period and were, therefore, awarded further
Matching Shares pursuant to the SIP rules. Between the end of the period and 17 February 2026, being the last practicable date
prior to the publication of this Annual Report, the Executive Directors acquired or were awarded further shares under the SIP as
set out in the table below:
Director
Partnership
Shares
acquired
Matching
Shares
awarded
Free
Shares
awarded
Total SIP
shares held
at 17/02/2026
Tim Steiner 185 26 0 14,269
Stephen Daintith 185 27 0 5,351
Vested: For details of Free Shares and Matching Shares that became unrestricted in the period, see page 147.
Sharesave Scheme (Audited)
At the end of the period, the Executive Directors’ option interests in the Sharesave Scheme were as follows:
Director Type of interest Date of grant
Number of
share options
Exercise price
(£) Face value (£) Exercise period
Tim Steiner Options 01/04/25 8,326 2.2097 18,398 01/05/28 – 01/10/28
Stephen Daintith Options 01/04/25 8,236 2.2097 18,398 01/05/28 – 01/10/28
Dilution
Dilution limits
Awards granted under the Company’s Sharesave and SIP schemes are met by the issue of new shares when the options are
exercised or shares granted. Awards granted under the PSP may be met by the issue of new shares, the transfer of shares from
treasury, or the purchase or transfer of existing shares by the Employee Benefit Trust (where available).
There are limits on the number of shares that may be allocated under the Company’s share plans. These dilution limits were
recommended by the Committee and incorporated into the rules of the various share schemes, which have been approved by the
Company’s shareholders.
The dilution limits restrict the commitment to issue new ordinary shares or reissue treasury shares under all share schemes of the
Group to 10% of the nominal amount of the Company’s issued share capital, and under the LTIP and the VCP (and any other
selective share scheme), to 5% of the nominal amount of the issued share capital of the Company in any rolling 10-year period.
These limits are consistent with the guidelines of institutional shareholders.
156 Ocado Group plc Annual Report and Accounts 2025
Impact on dilution
The Company monitors the number of shares issued under these schemes and their impact on dilution. As at the last practicable
date prior to the publication date of this Annual Report, being 17 February 2026, the Company’s maximum commitment to issue
new shares in respect of its share schemes – assuming all performance conditions are met, all award holders remain in
employment to the vesting date and all awards are settled in newly issued shares – was 7.33% for all share plans and 5.17% for
executive share plans. Based on current performance projections and historic attrition rates, the Company anticipates that actual
vesting levels will remain within the 5% limit. To the extent that vesting levels exceed this threshold, the Company is committed to
satisfying any such excess through market-purchased shares rather than the issuance of new shares. This Policy ensures that the
Company remains compliant with the 5% Investment Association limit under all circumstances. For these purposes, no account is
taken of ordinary shares allocated prior to the Company’s admission to the London Stock Exchange.
External advice
During the period, the Committee and the Company retained independent external advisors to assist them on various aspects of
the Company’s remuneration and share schemes as set out below:
Advisor PricewaterhouseCoopers LLP (“PwC”)
Retained by Remuneration Committee
Other services provided by PwC Other PwC advisory teams advised the Group on a range of matters during the period,
including deal and litigation support, tax structuring, and accounting and overseas tax advice.
PwC also provided independent System and Organisation Controls (“SOC”) assurance
reports for the Group’s Ocado Smart Platform (“OSP”) services.
PwC re-appointment
A formal tender process was undertaken during the year to review the appointment of the Committee’s external advisor. Providers
were selected and invited to tender in June 2025, and were specifically chosen to represent the full spectrum of services
available in the market. Alongside the submission of proposals and delivery of presentations, the providers engaged directly with
senior business stakeholders. Evaluation of the candidates was focused on requirements including their understanding of the
Company and its needs, technical expertise and thought leadership, experience and ways of working, as well as the proposed
fees. PwC was assessed as the preferred provider and its re-appointment was recommended to the Committee.
The Committee also considered the independence and objectivity of PwC. PwC has assured the Committee that it has effective
internal processes in place to ensure that it is able to provide remuneration consultancy services independently and objectively.
PwC confirmed to the Company that it remains a member of the Remuneration Consultants Group and, as such, operates under
the code of conduct in relation to executive remuneration consulting in the UK. Other than as set out above, PwC has no other
connection with the Company or any of its Directors. Following its annual review, the Committee remains satisfied that PwC has
continued to maintain independence and objectivity.
For the period, £37,333 (FY24: £284,250) in fees was paid or payable to PwC for advisory services provided to the Committee.
The basis for this is a fixed retainer fee and a time-based fee for additional work.
Following discussion by the Committee, it was agreed that PwC should be re-appointed.
157Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Other support for the Remuneration Committee
In addition to the external advice received, the Committee consulted and received reports from the CEO, CFO, Chair of the Board,
Chief People Officer and Company Secretariat. The Committee is mindful of the need to recognise and manage conflicts of
interest when receiving views and reports from, or consulting with, the Executive Directors or members of senior management.
Shareholder approval and votes at the AGM
The 2025 Directors’ Remuneration Report will be subject to a shareholder vote at the AGM on 28 April 2026.
The table below sets out the actual voting in respect of the resolutions regarding the Remuneration Report at the 2025 Annual
General Meeting and the Directors’ Remuneration Policy at the 2024 annual general meeting.
Votes for % for Votes against % against Total votes Votes withheld
2025 Annual General Meeting – Approve
the 2024 Directors’ Remuneration Report 569,999,325 97.76% 13,046,994 2.24% 583,046,319 68,230,456
2024 Annual General Meeting – Approve
the 2024 Directors’ Remuneration Policy 533,525,459 80.57% 128,698,258 19.43% 662,223,717 85,264
Basis of preparation and audit
This report is a Directors’ Remuneration Report for the 52 weeks ended 30 November 2025, prepared for the purposes of
satisfying Section 420(1) and Section 421(2A) of the Companies Act 2006. It has been drawn up in accordance with the
Companies Act 2006 and the Code, the Regulations and the UK Listing Rules.
In accordance with Section 497 of the Companies Act 2006 and the Regulations, certain parts of this Directors’ Remuneration
Report (where indicated) have been audited by the Company’s external auditor, Deloitte LLP.
A copy of this Directors’ Remuneration Report will be available on our website, www.ocadogroup.com. This Directors’
Remuneration Report is approved by the Board and signed on its behalf by:
Julie Southern
Committee Chair
26 February 2026
Directors’ Remuneration Report continued
158 Ocado Group plc Annual Report and Accounts 2025
Directors’ Report
Directors’ Report disclosures
This Directors’ Report should be read in conjunction with the Strategic
Report, which includes the Sustainability Report and the Corporate
Governance Report, which are incorporated by reference into the
Directors’ Report. The Company has chosen in accordance with
Section 414C(11) of the Companies Act 2006 to provide disclosures
and information in relation to a number of matters which are covered
elsewhere in this Annual Report. These matters, together with those
required under the Large and Medium sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013, are cross-
referenced in the table below.
Information required by Listing Rules
Listing Rule
requirement Topic Page
UKLR 6.6.1 (1)
UKLR 6.6.1 (3)
Directors’ interests in
shares
149
Going Concern and
Viability Statements
95-97
Long-term incentive
schemes
133-158
UKLR 6.6.6 (8) Climate-related
financial disclosures
76-83
UKLR 6.6.6 (9) Provisions on diversity
and inclusion
72
105 & 113
UKLR 6.6.6 (10) Diversity numerical
data
120
UKLR 6.6.6 (11) Statement on approach
to collecting data
120
Information required by Disclosure
Guidance and Transparency Rule 7.2
Topic Page
Corporate Governance Statement 169
Other disclosures
Topic Page
In accordance with Provision 31 of the UK Corporate
Governance Code 2018 – Long-term viability 95-97
Topic Section of the Report Page
Fair review of the
Company’s business
1-98
Principal risks and uncertainties 84-94
Strategy 10
Business model 2-3
Diversity statistics
(gender and ethnicity)
72
105 & 113
Important events impacting
the business
1-98
Likely future developments 1-98
Financial Key
Performance Indicators
11, 12, 17 & 19
Non-financial Key Performance
Indicators
11, 12, 17 & 19
Financial instruments 236-240
Profit/Loss and dividends 27
Post-Balance Sheet events 259
Environmental matters 54-83
Employees with disabilities 166
Employee engagement 48-49
66-75
Engagement with suppliers,
customers and other
stakeholders in a business
relationship with the Company
48-53
69-71
Social, community and human
rights issues
66-75
Natural resources 54-83
Board of Directors 102-105
Directors’ interests 149
Board activity and culture 106-109
Board diversity 105
113
Directors’ induction and training 115
Statement by the external auditor on its reporting
responsibilities (Independent Auditor’s Report)
171-182
Information required by the Disclosure
Guidance and Transparency Rule 4.1.8
The Strategic Report and the Directors’ Report (or parts
thereof), together with sections of this Annual Report
incorporated by reference, are the “Management Report”
for the purposes of DTR 4.1.8.
Powers of the Directors
Subject to the Company’s Articles of Association (the
“Articles”), the Companies Act 2006 and any special resolution
of the Company, the business of the Company is managed by
the Board, which may exercise all the powers of the Company.
In particular, the Board may exercise all the powers of the
Company to borrow money, to guarantee, to indemnify, to
mortgage or charge any of its undertakings, property, assets
and uncalled capital, and to issue debentures and other
securities and to give security for any debt, liability or
obligation of the Company or of any third party.
159Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Directors’ Report continued
Appointment and replacement of Directors
The appointment and replacement of Directors is governed by
the Articles, the UK Corporate Governance Code 2018 (the
“Code”), the Companies Act 2006 and related legislation.
Appointment of Directors: A Director may be appointed by the
Company by ordinary resolution of the shareholders or by the
Board. The Board or any Committee authorised by the Board
may from time to time appoint one or more Directors to hold
any employment or executive office for such period and on
such terms as they may determine and may also revoke or
terminate any such appointment. A Director appointed by the
Board holds office only until the next annual general meeting
of the Company and is then eligible for re-appointment.
Retirement of Directors: At every annual general meeting of
the Company, each Director shall retire from office and may
offer themselves for re-appointment by the members.
Removal of Directors by special resolution: The Company
may, by special resolution, remove any Director before the
expiration of their period of office.
Vacation of office: The office of a Director shall be vacated if:
(i) they resign; (ii) their resignation is requested by the other
Directors (not fewer than three in number); (iii) they have been
suffering from mental or physical ill health and the Board
resolves that their office be vacated; (iv) they are absent
without the permission of the Board from meetings of the
Board (whether or not an alternate Director appointed by them
attends) for six consecutive months and the Board resolves
that their office is vacated; (v) they become bankrupt; (vi) they
are prohibited by law from being a Director; (vii) they cease to
be a Director by virtue of the Companies Act 2006; or (viii)
they are removed from office pursuant to the Articles.
Directors’ insurance and indemnities
The Company maintains directors’ and officers’ liability
insurance cover for its Directors and officers as permitted
under the Articles and the Companies Act 2006. Such
insurance policies were renewed during the period and remain
in force as at the date of this Annual Report. The Company also
agrees to indemnify the Directors under an indemnity deed
with each Director, which contains provisions that are
permitted by the director liability provisions of the Companies
Act 2006 and the Articles. An indemnity deed is usually
entered into by a Director at the time of their appointment to
the Board. There were no qualifying pension scheme
indemnity provisions in force during the year for the benefit of
Directors of the Company or directors of associated
companies. There were no qualifying third-party indemnity
provisions in force during the year.
Share capital
The Company’s authorised and issued ordinary share capital
as at 30 November 2025 comprised a single class of ordinary
shares which are listed on the London Stock Exchange. The
shares have a nominal value of 2 pence each. The ISIN of the
shares is GB00B3MBS747. The LEI of the Company is
213800LO8F61YB8MBC74.
As at 17 February 2026, being the last practicable date prior to
publication of this Report, the Company’s issued share capital
consisted of 839,698,644 issued ordinary shares. Details of
movements in the Company’s issued share capital can be
found in Note 4.6 to the Consolidated Financial Statements.
During the period, shares in the Company were issued to
satisfy options and awards under the Company’s share and
incentive schemes, as set out in Note 4.7 to the Consolidated
Financial Statements.
Rights attached to shares
The Company’s shares when issued are credited as fully paid
and free from all liens, equities, charges, encumbrances and
other interests. All shares have the same rights (including
voting and dividend rights, and rights on a return of capital)
and restrictions as set out in the Articles, described below.
Except in relation to dividends that may have been declared
and rights on a liquidation of the Company, the shareholders
have no rights to share in the profits of the Company.
The Company’s shares are not redeemable. However, the
Company may purchase or contract to purchase any of the
shares on or off market, subject to the Companies Act 2006
and the requirements of the Listing Rules, as described below.
No shareholder holds shares in the Company which carry
special rights with regard to control of the Company. There are
no shares relating to an employee share scheme that have
rights with regard to control of the Company that are not
exercisable directly and solely by the employees, other than in
the case of the Joint Share Ownership Scheme (“JSOS”),
where share interests can be transferred to a spouse, civil
partner or lineal descendant of a participant in the JSOS or
certain trusts under the rules of the JSOS (as noted below).
Voting rights
Each ordinary share carries one right to vote at a general
meeting of the Company. At any general meeting, a resolution
put to the vote of the meeting shall be decided on a show of
hands unless a poll is demanded. On a show of hands, every
member who is present in person or by proxy at a general
meeting of the Company shall have one vote. On a poll, every
member who is present in person or by proxy shall have one
160 Ocado Group plc Annual Report and Accounts 2025
Restriction on transfer of JSOS interests: Participants’
interests under the JSOS are generally non-transferable during
the period beginning on acquisition of the interest and ending
at the expiry of the relevant restricted period as set out in the
JSOS rules. However, interests can be transferred to a spouse,
civil partner or lineal descendant of a participant; a trust under
which no person other than the participant or their spouse,
civil partner or lineal descendant has a vested beneficial
interest; or any other person approved by the EBT Trustee. If a
participant purports to transfer, assign or charge their interest
other than as set out above, the EBT Trustee may acquire the
participant’s interest for a total price of £1.
Other than as described above and on page 149 with respect
to agreements concerning the Directors’ shareholdings, the
Company is not aware of any agreements existing at the end of
the period between holders of securities that may result in
restrictions on the transfer of securities or that may result in
restrictions on voting rights.
Powers for the Company to buy back its
shares
The Company was authorised by shareholders at the 2025
AGM to purchase in the market up to 10% of its issued ordinary
shares (excluding any treasury shares), subject to certain
conditions laid out in the authorising resolution. This standard
authority is renewable annually; the Directors will seek to
renew this authority at the 2026 AGM. The Directors did not
exercise their authority to buy back any shares during the
period.
Powers for the Company to issue its shares
The Directors were granted authority at the 2025 AGM to allot
shares in the Company under two separate resolutions: (i) up
to one-third of the Company’s issued share capital; and (ii) up
to two-thirds of the Company’s issued share capital in
connection with a pre-emptive offer only.
The Directors were also granted authority at the 2025 AGM to
disapply pre-emption rights. This includes the authority to
disapply pre-emption rights up to 10% of the Company’s issued
ordinary share capital; and a further authority to disapply
pre-emption rights for no more than an additional 10% for
certain acquisitions or specified capital investments, plus a
further authority of up to an aggregate nominal amount equal
to 20% of any allotments or sales made under each authority to
disapply pre-emption rights, as allowed in accordance with the
guidance issued by the Pre-Emption Group.
These authorities apply until the earlier of the close of the
2026 AGM or 15 months from the passing of the resolutions.
vote for every share of which they are a holder. The Articles
provide a deadline for submission of proxy forms of no less
than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting.
No shareholder shall be entitled to vote in respect of a share
held by themselves if any call or sum then payable by
themselves in respect of such share remains unpaid or if a
member has been served a restriction notice, described on the
following page.
JSOS voting rights: Of the issued ordinary shares, as at
30 November 2025, 536,438 (2024: 536,438) were held by
Wealth Nominees Limited and 10,108,846 (2024: 9,975,137)
shares were held by Winterflood Client Nominees Limited,
both on behalf of Ocorian Limited (formerly known as Estera
Trust (Jersey) Limited), the independent company which is the
trustee of Ocado’s employee benefit trust (the “EBT Trustee”).
The EBT Trustee has waived its right to exercise its voting
rights in respect of 10,108,846 of these ordinary shares,
although it may at the request of a participant vote in respect
of 536,438 ordinary shares that have vested under the JSOS
and remain in the trust at period-end. The total of 10,645,284
ordinary shares held by the EBT Trustee are treated as
treasury shares in the Group’s Consolidated Balance Sheet in
accordance with IAS 32 “Financial Instruments: Presentation.”
As such, calculations of earnings per share for Ocado exclude
the 10,645,284 ordinary shares held by the EBT Trustee. Note
4.6 to the Consolidated Financial Statements provides more
information on the Group’s accounting treatment of treasury
shares.
Restrictions on transfer of securities
The Company’s shares are freely transferable, save as set out
below. The transferor of a share is deemed to remain the
holder until the transferee’s name is entered in the register.
The Board can decline to register any transfer of any share
that is not a fully paid share. The Company does not currently
have any partially paid shares. The Board may also decline to
register a transfer of a certificated share unless the instrument
of transfer: (i) is duly stamped or certified or otherwise shown
to be exempt from stamp duty and is accompanied by the
relevant share certificate; (ii) is in respect of only one class of
share; and (iii) if transferred to joint transferees, is in favour of
not more than four such transferees.
Registration of a transfer of an uncertificated share may be
refused in the circumstances set out in the uncertificated
securities rules (as defined in the Articles) and where, in the
case of a transfer to joint holders, the number of joint holders
to whom the uncertificated share is to be transferred exceeds
four.
161Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
These standard authorities are renewable annually; the
Directors will seek to renew them at the 2026 AGM, in line with
the guidance issued by the Pre-Emption Group.
Significant shareholders
During the period, the following shareholders notified an
interest in the issued ordinary shares of the Company in
accordance with DTR 5.1.2R, of interests in 3% or more of the
voting rights attaching to the Company’s issued share capital:
Significant shareholders
Number of
ordinary
shares/
voting rights
Percentage
of issued
share
capital
Date of
notification
of interest
Baillie Gifford & Co 83,271,280 9.99%
20 March
2025
London and
Amsterdam 135,031,649 16.14%
31 July
2025
Lingotto Investment
Management LLP 135,609,550 16.21%
12 August
2025
Greenvale Capital LLP 47,724,819 6.0%
10 October
2025
Changes were disclosed in accordance with DTR 5.1.2R in the
period between 30 November 2025 and 17 February 2026, and
are outlined in the table below:
Significant shareholders
Number of
ordinary
shares/
voting rights
Percentage
of issued
share
capital
Date of
notification
of interest
Morgan Stanley 0 0%
5 February
2026
Greenvale Capital LLP
71,000,000 8.46%
5 February
2026
American Depositary Receipt programme
The Company has a sponsored level 1 American Depositary
Receipt (“ADR”) programme, with The Bank of New York
Mellon as the depositary bank. Each ADR represents two
ordinary shares of the Company. The ADRs trade on the
over-the- counter (“OTC”) market in the USA. The CUSIP
number for the ADRs is 674488101, the ISIN is US6744881011
and the symbol is OCDDY. An ADR is a security that has been
created to permit US investors to hold shares in non-US
companies and, in a level 1 programme, to trade them on the
OTC market in the USA. In contrast to underlying ordinary
shares, ADRs permit US investors to trade securities
denominated in US dollars in the US OTC market with US
securities dealers. Were the Company to pay a dividend on its
ordinary shares, ADR holders would receive dividend
payments in respect of their ADRs in US dollars.
Convertible bonds due in 2025 listed on
the unregulated open market of the
Frankfurt Stock Exchange (Freiverkehr)
The Company issued £600m of guaranteed senior unsecured
convertible bonds due in 2025 (the “2025 Bonds”) on
9 December 2019. The net proceeds of the 2025 Bonds were
used by the Company to fund capital expenditure in relation to
Ocado Solutions’ commitments and general corporate
purposes. The 2025 Bonds were guaranteed by certain
members of the Company.
The 2025 Bonds were issued at par and carry a coupon of
0.875% per annum payable semi-annually in arrears in equal
instalments on 9 June and 9 December, with the first payment
on 9 June 2020. The 2025 Bonds were convertible into
ordinary shares of the Company (the “Ordinary Shares”).
The initial conversion price was £17.9308, representing a
premium of 45.0% above the reference price of £12.3661,
being the volume weighted average price of an Ordinary Share
on the London Stock Exchange between the opening and
pricing of the offering on 2 December 2019. The conversion
price was subject to adjustment in certain circumstances in
line with market practice.
The conversion period commenced on 19 January 2020 and
was scheduled to end on the 10th calendar day prior to the
maturity date or, if earlier, on the 10th calendar day prior to any
earlier date fixed for redemption of the 2025 Bonds. Unless
previously redeemed, or purchased and cancelled, the 2025
Bonds were convertible at the option of the bondholders on
any day during the conversion period. The Company had the
option to redeem all, but not some only, of the 2025 Bonds at
par plus accrued but unpaid interest if the parity value (as
described in the Terms and Conditions relating to the 2025
Bonds) on each of at least 20 dealing days in a period of 30
consecutive dealing days shall have exceeded 130% of the
principal amount. The Company also had the option to redeem
all outstanding 2025 Bonds, at par plus any accrued but unpaid
interest, at any time if 85% or more of the principal amount of
the 2025 Bonds has been previously converted, or
repurchased and cancelled.
On 13 August 2024, the Company repurchased 2025 Bonds,
along with the 2026 Notes (as defined below), with an
aggregate principal amount of £427,200,000, leaving an
outstanding principal amount of £172,800,000, pursuant to a
tender offer (the “First Tender Offer”). On 7 May 2025, the
Company repurchased 2025 Bonds, along with the 2026
Notes, with an aggregate principal amount of £37,000,000,
leaving an outstanding principal amount of £135,800,000,
pursuant to a tender offer (the “Second Tender Offer”). On
4 June 2025, the Company repurchased 2025 Bonds, with an
162 Ocado Group plc Annual Report and Accounts 2025
Directors’ Report continued
placing bookbuild. The conversion price will be subject to
adjustment in certain circumstances in line with market
practice. The conversion period commenced on 29 July 2020
and shall end on the 10th calendar day prior to the maturity
date or, if earlier, on the 10th calendar day prior to any earlier
date fixed for the redemption of the 2027 Bonds. Unless
previously redeemed, or purchased and cancelled, the 2027
Bonds will be convertible at the option of the bondholders on
any day during the conversion period. The Company has the
option to redeem all, but not some only, of the 2027 Bonds at
par plus accrued interest if the parity value (as described in the
Terms and Conditions relating to the 2027 Bonds) on each of
at least 20 dealing days in a period of 30 consecutive dealing
days shall have exceeded 130% of the principal amount. The
Company also has the option to redeem all outstanding 2027
Bonds, at par plus accrued interest, at any time if 85% or more
of the principal amount of the 2027 Bonds has been previously
converted, or repurchased and cancelled.
Senior unsecured notes due in 2029 listed on
the Irish Stock Exchange (Euronext Dublin)
On 8 August 2024, the Company issued £450m of senior
unsecured notes due in 2029 (the “2029 Notes”) listed on the
Irish Stock Exchange and trading on the Global Exchange
Market, which is the exchange regulated market of the Irish
Stock Exchange. The ISIN of the 2029 Notes under Reg. S is
XS2871478058 and under 144A is XS2871478132. Interest on
the 2029 Notes is payable semi-annually in arrears. The 2029
Notes will mature on 8 August 2029. The net proceeds of the
2029 Notes, together with the net proceeds of the 2029 Bonds
(as defined below) were used by the Company to fund the First
Tender Offer. The 2029 Notes are guaranteed by certain
members of Ocado Group.
The Company has the option to redeem the 2029 Notes in
whole or in part at any time, including on or after 8 August
2026, in each case, at the redemption prices set out as part of
the offering.
Convertible bonds due in 2029 listed on the
unregulated open market of the Frankfurt
Stock Exchange (formerly the Freiverkehr)
The Company issued £250m of guaranteed senior unsecured
convertible bonds due in 2029 (the “2029 Bonds”) on 6 August
2024. The net proceeds of the 2029 Bonds, together with the
net proceeds of the 2029 Notes, were used by the Company to
fund the First Tender Offer.
The 2029 Bonds are guaranteed by certain members of Ocado
Group. The 2029 Bonds were issued at par and carry a coupon
of 6.25% per annum payable semi-annually in arrears in equal
aggregate principal amount of £80,000,000. All outstanding
2025 Bonds, with an aggregate principal amount of
£55,800,000, were then redeemed in full on 9 December 2025.
Senior unsecured notes due in 2026 listed on
the Irish Stock Exchange (Euronext Dublin)
On 8 October 2021, the Company issued £500m of senior
unsecured notes due in 2026 (the “2026 Notes”) listed on the
Irish Stock Exchange and trading on the Global Exchange
Market, which is the exchange regulated market of the Irish
Stock Exchange. The ISIN of the 2026 Notes under Reg. S is
XS2393761692 and under 144A is XS2393969170. Interest on
the 2026 Notes is payable semi-annually in arrears. The 2026
Notes will mature on 8 October 2026. In addition to funding the
redemption of the 2024 senior secured notes, the net
proceeds of the 2026 Notes were used by the Company to
fund capital expenditure in relation to Ocado Solutions’
commitments and general corporate purposes. The 2026
Notes are guaranteed by certain members of Ocado Group.
The Company has been able to redeem the 2026 Notes in
whole or in part at any time since 8 October 2023, in each
case, at the redemption prices set out as part of the offering.
On 13 August 2024, the Company repurchased the 2026
Notes, along with the 2025 Bonds, with an aggregate principal
amount of £276,316,000, leaving an outstanding principal
amount of £223,684,000, pursuant to the First Tender Offer.
On 7 May 2025, the Company repurchased the 2026 Notes,
along with the 2025 Bonds, with an aggregate principal
amount of £169,029,000, leaving an outstanding principal
amount of £55,655,000, pursuant to the Second Tender Offer.
Convertible bonds due in 2027 listed on the
unregulated open market of the Frankfurt
Stock Exchange (formerly the Freiverkehr)
The Company issued £350m of guaranteed senior unsecured
convertible bonds due in 2027 (the “2027 Bonds”) on 18 June
2020. The net proceeds of the 2027 Bonds were used by the
Company to capitalise on opportunities arising from the
significant acceleration in online adoption and to grow faster
over the medium term.
The 2027 Bonds are guaranteed by certain members of Ocado
Group. The 2027 Bonds were issued at par and carry a coupon
of 0.75% per annum payable semi-annually in arrears in equal
instalments on 18 January and 18 July, with the first payment
on 18 January 2021. The 2027 Bonds are convertible into
Ordinary Shares. The initial conversion price was £26.46,
representing a premium of 35% above the reference price of
£19.60, being the placing price determined in the concurrent
163Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
instalments on 6 February and 6 August, with the first payment
on 6 February 2025. The 2029 Bonds are convertible into
Ordinary Shares.
The initial conversion price was £6.105, representing a
premium of 50% above the reference price of £4.07, being the
clearing price of an Ordinary Share as determined in the
concurrent placing bookbuild. The conversion price will be
subject to adjustment in certain circumstances in line with
market practice. The conversion period commenced on
16 September 2024 and shall end on the 10th calendar day
prior to the maturity date or, if earlier, on the 10th calendar day
prior to any earlier date fixed for the redemption of the 2029
Bonds. Unless previously redeemed, or purchased and
cancelled, the 2029 Bonds will be convertible at the option of
the bondholders on any day during the conversion period. The
Company has the option to redeem all, but not some only, of
the 2029 Bonds on or after 27 August 2027, at par plus
accrued interest, if the parity value (as described in the Terms
and Conditions relating to the 2029 Bonds) on each of at least
20 dealing days in a period of 30 consecutive dealing days
shall have exceeded 130% of the principal amount. The
Company also has the option to redeem all outstanding 2029
Bonds, at par plus accrued interest, at any time if 85% or more
of the principal amount of the 2029 Bonds has been previously
converted, or repurchased and cancelled.
Senior unsecured notes due in 2030 listed on
the Irish Stock Exchange (Euronext Dublin)
On 1 May 2025, the Company issued £300m of senior
unsecured notes due in 2030 (the “2030 Notes”) listed on the
Irish Stock Exchange and trading on the Global Exchange
Market, which is the exchange regulated market of the Irish
Stock Exchange. On 4 June 2025, the Company issued an
additional £100m of the 2030 Notes. The ISIN of the 2030
Notes under Reg. S is XS3044275231. Interest on the 2030
Notes is payable semi-annually in arrears. The 2030 Notes will
mature on 15 June 2030. The net proceeds of the 2030 Notes
were used by the Company to fund the Second Tender Offer.
The 2030 Notes are guaranteed by certain members of Ocado
Group.
The Company has the option to redeem the 2030 Notes in
whole or in part at any time, including on or after 15 June 2027,
in each case, at the redemption prices set out as part of the
offering.
Revolving credit facility
On 20 June 2022, the Company entered into a £300m
committed, multi-currency revolving credit facility (the “RCF”),
provided by a syndicate of leading international banks. The
RCF has subsequently been the subject of a series of
amendments.
Interest is payable on loans made pursuant to the RCF at a rate
of SONIA (or EURIBOR or SOFR, for euros or US dollars) plus a
margin.
During the current period, the extension of the maturity of the
RCF to August 2027 was confirmed.
The RCF is guaranteed by certain members of Ocado Group.
As at 30 November 2025, the RCF was undrawn.
Significant related party agreements
There were no contracts of significance during the period
between the Company or any Group company and: (i) a
Director of the Company; (ii) a close member of a Director’s
family; or (iii) a controlling shareholder of the Company.
Change of control
The Company does not have any agreements with any Director
or employee that would provide compensation for loss of
office or employment resulting from a takeover bid except that
it should be noted that: (i) provisions of the Company’s share
schemes may cause options and awards granted to employees
under such schemes to vest on a takeover; and (ii) certain
members of senior management (not including the Directors)
who were employed prior to 2010 are entitled to a payment
contingent on a change of control of the Company or merger
of the Company (irrespective of loss of employment) as set out
in their respective employment contracts.
Significant agreements
There are a number of key agreements to which the Group is a
party that contain certain rights triggered on the change of
control of the Company. Details of the change of control
provisions of these agreements are summarised below.
Solutions agreements: The Group has a number of
agreements to provide retailers with access to OSP
(comprising Ocado Group’s proprietary Material Handling
Equipment (“MHE”) and end-to-end software platform). The
key Solutions agreements are those with AEON, Alcampo,
Auchan Poland, Bon Preu, Coles, Groupe Casino, ICA, Kroger,
Lotte Shopping, Morrisons, ORL, Panda and Sobeys.
Under certain of the Solutions agreements, partners have
made certain commitments with respect to the ordering of
future modules and/or CFCs. The contractual consequences of
any failure to meet such commitments vary between partners
and may include, among other things, changes to exclusivity
arrangements, financial compensation and/or other
164 Ocado Group plc Annual Report and Accounts 2025
Directors’ Report continued
Under this agreement, the customer is able to terminate for
convenience on 120 days’ written notice, subject to the
payment by the customer for all equipment and services
delivered and accepted by the customer, as well as
reimbursing OIA for all unrecovered and unamortised costs for
capital investments made by OIA in providing the services up
to the date of termination. The agreement includes the supply
of certain equipment (including MHE) to the customer and will
largely expire following successful acceptance testing and
handover of that equipment. Subject to payment by the
customer, we will continue to provide a licence to our software
and provide Software as a Service (“SaaS”) services and
maintenance and support services unless the customer
chooses to not renew on expiry of the natural term of each
service. Ocado can also terminate the agreements for a
change of control of the customer to an Ocado competitor.
Convertible bonds due in 2027: Following a change of control
of the Company, the holder of each 2027 Bond will have the
right to require the Company to redeem that 2027 Bond at its
principal amount, together with accrued and unpaid interest, or
the bondholders may exercise their conversion right using the
formula as described in the Terms and Conditions relating to
the 2027 Bonds.
Convertible bonds due in 2029: Following a change of control
of the Company, the holder of each 2029 Bond will have the
right to require the Company to redeem that 2029 Bond at its
principal amount, together with accrued and unpaid interest or
the bondholders may exercise their conversion right using the
formula as described in the Terms and Conditions relating to
the 2029 Bonds.
Senior unsecured notes due in 2029: Following a change of
control of the Company, holders of the 2029 Notes may require
the Company to repurchase all or part of their holding at a
purchase price in cash equal to 101% of the aggregate principal
amount of their holding, plus accrued and unpaid interest.
Senior unsecured notes due in 2030: Following a change of
control of the Company, holders of the 2030 Notes may
require the Company to repurchase all or part of their holding
at a purchase price in cash equal to 101% of the aggregate
principal amount of their holding, plus accrued and unpaid
interest.
Revolving credit facility: Following a change of control of the
Company, no lender under the RCF is obliged to fund further
utilisations of the facility. Each lender will have the right to
cancel its commitment and declare its participation in all loans
and accrued interest pursuant to the facility immediately due
and repayable.
Shareholders’ agreement relating to ORL: If there is a change
of control of Ocado Holdings and/or the Company where the
contractual rights and remedies, including rights and remedies
which have accrued prior to termination where applicable.
Under the Solutions agreements (save for those with
Morrisons, ORL, Panda, Bon Preu and Kroger), the partner is
generally entitled to terminate for convenience at any time
following the commencement date of the relevant services. On
termination in these circumstances, the partner would be
obliged to pay Ocado termination fees calculated relative to
the length of time that the service has been live. However,
such termination fees are not payable should the partner
terminate within a certain period following the Company
coming under the control of certain of the partner’s
competitors (or certain controllers with which the partner has
a strategic conflict) or if there is a marked deterioration in
service levels following the Company coming under the control
of any person.
As previously announced, the Group’s mutual exclusivity
contractual restrictions have now ended with retailers in the
majority of markets where Ocado’s technology is currently live,
including the USA with Kroger. The Group had a Partnership
and Framework Agreement in place with Kroger until the end
of 2025, which covered exclusivity and module ordering
commitments, including an initial commitment to build capacity
equivalent to 20 CFCs across the US.
Morrisons agreements: The Group has a number of
commercial arrangements with Morrisons. If certain
competitors of Morrisons acquire more than 50% of the voting
rights in the Company’s shares or take control of the
composition of the Board, or acquire all or substantially all of
the Group’s business and undertakings, then Morrisons would
be entitled to give notice to terminate the agreements by
giving not less than four (but not more than four and a half)
years’ notice. Following Morrisons giving such a notice,
Morrisons would be entitled to procure equivalent services
from third parties, with the Company losing its remaining
exclusivity rights to be Morrisons’ supplier of online grocery
fulfilment services. Similarly, all restrictions within those
agreements on the Company’s ability to provide certain
services to other UK retail grocers would cease to apply. At the
end of the four to four and a half years’ notice period, the
Company would be required to purchase Morrisons’ shares in
MHE JVCo Limited (the owner of the MHE in the Dordon CFC).
Ocado Intelligent Automation (“OIA”) agreements: OIA has
now signed its second agreement to provide warehouse
automation products and services to non-grocery customers.
The first being its agreement with McKesson Canada
Corporation signed in 2024, which it successfully completed
acceptance testing and hand-over of the system to McKesson
in October 2025. This second OIA agreement is with The Gap’s
Canadian subsidiary, Old Navy (Canada) Inc. (the “customer”).
165Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
person having control following the change of control is a
competitor of M&S, this would amount to an event of default
and M&S could elect to purchase all shares held in ORL at a
price prescribed in the agreement.
Solutions and third-party logistics agreement with ORL: If
there is a competitor change of control of Ocado Operating
Limited, ORL may terminate the third-party logistics agreement
by giving six months’ written notice within three months of the
competitor change of control becoming effective. In addition, if
there is a change of control (whether or not a competitor
change of control) and there is a marked deterioration in the
service levels thereafter, ORL may terminate the third-party
logistics agreement and the Solutions agreement.
Research and development activities
The Group has dedicated in-house software, logistics and
engineering design and development teams with primary focus
on IT and improvements to the customer interfaces, the CFCs
and the automation equipment used in them. Costs relating to
the development of computer software are capitalised if it is
probable that the future economic benefits that are
attributable to the asset will accrue to the entity and the costs
can be measured reliably. The Company is carrying out a
number of IT and engineering design and build projects with
the intention of developing new and improved automation
equipment and processes for its warehouses.
Green House Gas emissions methodology
We have disclosed our methodology in multiple places
throughout this Annual Report. See page 60, and our
separately published basis of reporting on our website at
www.ocadogroup.com/sustainability/policies-and-disclosures
Employees with disabilities
Applications for employment by people with disabilities are
given full and fair consideration bearing in mind the respective
aptitudes and abilities of the applicant concerned and our
ability to make reasonable adjustments to the role and the
work environment. In the event of existing employees
becoming disabled, all reasonable effort is made to ensure that
appropriate training is given and their employment within the
Group continues. Training, career development and promotion
of a disabled person are, as far as possible, identical to those
of a non-disabled person.
Branches
There are no branches of the Company.
Political donations
No donations were made by the Group to any political party,
organisation or candidate during the period (FY24: nil).
How the Directors formally report to
shareholders and take responsibility
for this Annual Report
Communication and shareholder engagement are important to
the Board. Therefore, the Group follows a regular reporting
and announcement agenda, including the formal regulatory
news service announcements, in accordance with the Group’s
reporting obligations. During the year, the Group reported
trading performance, including information on the growth of
the ORL revenue and average order numbers and size, on a
quarterly basis, recognising that it is important to regularly
update the market due to the emphasis shareholders place on
receiving regular communications about sales and the current
competitive pressures in the market.
Other announcements include the Half Year Report, the
preliminary announcement of annual results, the Annual
Report, and investor presentation slides and videos. These
documents are available on our website. Shareholders can
choose to receive the Annual Report in paper or electronic
form.
The Directors take responsibility for preparing the Annual
Report and the Financial Statements in accordance with
applicable law and regulation. The Statement of Directors’
Responsibilities below is made at the conclusion of a robust
and effective process undertaken by the Group for the
preparation and review of this Annual Report.
The Directors believe that these well-established
arrangements enable them to ensure that the information
presented in this Annual Report complies with regulatory
requirements, including those in the Companies Act 2006, and
is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s
position, performance, business model and strategy. In
166 Ocado Group plc Annual Report and Accounts 2025
Directors’ Report continued
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and Accounts, including the Group Financial Statements and
the company Financial Statements in accordance with
applicable law and regulations.
The Directors are responsible for preparing this Annual Report,
the Directors’ Remuneration Report and the Financial
Statements in accordance with applicable law and regulations.
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 (“UK-adopted IFRSs”). The Directors have also
chosen to prepare the company Financial Statements in
accordance with Financial Reporting Standard 101 “Reduced
Disclosure Framework”. Under 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 Company and the Group, and of the results of the
Company and the Group for that period. In preparing these
Financial Statements, International Accounting Standard 1
requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements of the UK-adopted IFRSs is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s
financial position and financial performance; and
• make an assessment of the company’s ability to continue as
a going concern.
In preparing the parent company financial statements, the
directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK Accounting Standards have
been followed; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
addition to this Annual Report, the Group’s internal processes
cover (to the extent necessary) the preliminary announcement,
the Half Year Report, Trading Statements and other financial
reporting.
Strategic Report
The Directors are required under the Companies Act 2006 to
prepare a Strategic Report for the Company and Group. The
Strategic Report contains the Directors’ explanation of the
basis on which the Group preserves and creates value over the
longer term and the strategy for delivering the objectives of
the Group. The Companies Act 2006 requires that the
Strategic Report must:
• contain a fair review of the Group’s business and contain a
description of the principal risks and uncertainties facing the
Group; and
• be a balanced and comprehensive analysis of the
development and performance of the Group’s business
during the financial year and the position of the Group’s
business at the end of that year, consistent with the size and
complexity of the business.
The information that fulfils the Strategic Report requirements
is set out in the Strategic Report on pages 1-98. The Strategic
Report and the Directors’ Report, together with the sections of
this Annual Report incorporated by reference, have been
drawn up and presented in accordance with and in reliance
upon applicable English company law, and the liabilities of the
Directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
167Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
the Group and to enable them to ensure that the Financial
Statements and the Directors’ Remuneration Report comply
with the Companies Act 2006 and, as regards the Group
Financial Statements, in accordance with international
accounting standards in conformity with the requirements of
the Companies Act 2006 and UK-adopted IFRSs. They are also
responsible for safeguarding the assets of the Company and
the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. The
Directors are responsible for the maintenance and integrity of
the corporate website. Legislation in the United Kingdom
governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
Each of the Directors who held office at the date of the
approval of this Annual Report (see pages 102-105) confirms,
to the best of their knowledge, that:
• the Financial Statements, prepared in accordance with
UK-adopted IFRSs, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
and the undertakings included in the consolidation taken as
a whole;
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they
face; and
• the Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable, and provide
the information necessary for shareholders to assess the
Company’s position and performance, business model and
strategy.
The Directors’ Report is approved by the Board and signed on
its behalf by:
Mollie Stoker
Group General Counsel and Company Secretary
26 February 2026
Ocado Group plc
Registered Number: 07098618
Report preparation
The Group’s internal processes in the preparation and review
of this Annual Report (and other financial reporting) include:
• a governance framework with a Working Group reporting to
a Steering Group provided the appropriate direction and
decision-making;
• review of and feedback on iterations of this Annual Report
by the Executive Committee, Board and key management
throughout the business;
• reviews of specific sections by the relevant Board
Committees;
• Audit Committee review of management reports on
accounting judgements and estimates, auditor and
management reports on internal controls and risk
management, accounting and reporting matters, and a
management representation letter concerning accounting
and reporting matters;
• tone of voice and balanced messaging review undertaken by
external copywriter and our engaged external
communications agency;
• a paper from management highlighting how reporting,
regulatory and governance issues have been addressed in
this Annual Report;
• a Strategic Report which includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that the
Company faces;
• detailed debates and discussions concerning the principal
risks and uncertainties;
• Board and Audit Committee review of management reports
on assessments on going concern and viability;
• the Board Committees regularly reporting to the Board on
the discharge of their responsibilities;
• input from both internal and external legal advisors and
other advisors to cover relevant regulatory, governance and
disclosure obligations;
• discussions between contributors and management to
identify relevant and material information;
• verification of material statements and data validation;
• collaboration with the external auditor, Deloitte, on the
verification approach to provide comfort that information
provided is true and correct;
• checking of report and electronic tagging; and
• specific Board review of Directors’ belief statements and key
statements; and approval by the Group General Counsel and
Company Secretary, the Board Committees and the Board.
168 Ocado Group plc Annual Report and Accounts 2025
Directors’ Report continued
the Committee Reports (pages 117-158), provide information
on how the Group applied and complied with the principles
and provisions of the Code and meets other relevant
requirements, including provisions of the Listing Rules and the
DTR of the FCA.
Board approval
This separate Corporate Governance Statement 2025 is
approved by the Board and signed on behalf of the Board by its
Chair and the Group General Counsel and Company Secretary.
Adam Warby
Chair
Mollie Stoker
Group General Counsel and Company Secretary
26 February 2026
Ocado Group plc
Registered Number: 07098618
The Group receives reporting and information from the ORL
joint venture. The ORL board and Audit Committee review and
approve financial information and reporting regarding ORL,
which is then consolidated into the Group.
In addition to this Annual Report, the Group provides other
statements to its shareholders regarding the Group and its
operations, including the Modern Slavery Act Statement, Tax
Strategy Statement, Gender Pay Gap Report and supplier
payments.
Corporate Governance Statement
Ocado Group was subject to the UK Corporate Governance
Code 2018 (the “Code”) for the year ended 30 November
2025. This Corporate Governance Statement as required by
the Financial Conduct Authority’s (“FCA”) Disclosure Guidance
and Transparency Rules (“DTR”) forms part of the Directors’
Report, and has been prepared in accordance with the
principles of the Code. A copy of the Code and further
information on the Code can be found on the Financial
Reporting Council’s website, www.frc.org.uk.
This Corporate Governance Statement, together with the rest
of the Corporate Governance Report (see pages 106-116 and
UK Corporate Governance Code
In respect of the year ended 30 November 2025, Ocado was subject to the UK Corporate Governance Code 2018 (the
“Code”). The Board is pleased to confirm that Ocado applied the principles and complied with all the provisions of the Code
throughout the year. The revised 2024 Code provisions do not currently apply to the Company, but the Company has started
work, for example on internal controls, to ensure we are compliant in the future.
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and
Internal Control
Remuneration
A
Effective Board
page 116
B
Purpose, strategy,
values and culture
pages 108-110
C
Prudent and
effective controls
and Board resources
page 111
D
Stakeholder
engagement
page 48-51
E
Workforce policies
and practices
page 109
F
Board roles
page 112
G
Independence
page 114
H
External
commitments
and conflicts of
interest
page 114
I
Board efficiency
page 111
J
Appointments
to the Board
page 115
K
Board
composition
page 113
L
Board
Performance
Review page 116
M
Effectiveness
of external auditor
and internal audit,
and integrity
of accounts
pages 129-132
N
Fair, balanced and
understandable
assessment pages
125-127 and
166-167
O
Effective risk
management and
internal controls
framework
page 127-129
P
Linking
remuneration
with purpose
and strategy
pages 138-143
Q
A formal and
transparent
procedure for
developing policy
pages 138-143
R
Independent
judgement and
discretion
pages 143-147
169Ocado Group plc Annual Report and Accounts 2025
Governance
Financial Statements
Additional Information
Strategic Report
Financial Statements
Group
171 Independent Auditor’s Report
183 Consolidated Income Statement
184 Consolidated Statement of Comprehensive Income
185 Consolidated Balance Sheet
187 Consolidated Statement of Changes in Equity
188 Consolidated Statement of Cash Flows
189 Notes to the Consolidated Financial Statements
Company
260 Company Balance Sheet
261 Company Statement of Changes in Equity
262 Notes to the Company Financial Statements
170 Ocado Group plc Annual Report and Accounts 2025
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of Ocado Group plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) give a true and fair view
of the state of the Group’s and of the Parent Company’s affairs as at 30 November 2025 and of the Group’s profit for the
52-week period then ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement;
• the consolidated statement of comprehensive income;
• the consolidated and Parent Company balance sheets;
• the consolidated and Parent Company statements of changes in equity;
• the consolidated cash flow statement; and
• the related notes 1 to 5.5 and Parent Company notes 1 to 5.2.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including
FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The
non-audit services provided to the Group and Parent Company for the year are disclosed in note 2.3 to the financial statements.
We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the Parent
Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
171Ocado Group plc Annual Report and Accounts 2025
Independent Auditor’s Report to the members
of Ocado Group plc
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc continued
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
• Capitalisation of labour costs; and
• Valuation of investment in Ocado Retail Limited
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used for the Group financial statements was £21.0m (FY24: £27.0m) which
was determined on the basis of an asset metric equating to 0.5% (FY24: 0.7%) of total assets
excluding goodwill.
For Technology Solutions revenue, a lower materiality threshold of £10.8m (1.9% of related
revenue) was applied (FY24: £9.9m, 2.0%).
Scoping Components subject to full-scope audit contribute 97.0% (FY24: 97.0%) of revenue from
continuing operations and 99.8 % (FY24: 97.9%) of the Group’s property, plant and equipment,
right-of-use assets and intangible assets excluding goodwill.
Significant changes in our
approach
In the current period, we identified a new key audit matter regarding the valuation of the Group’s
investment in Ocado Retail Limited (“ORL”).
We did not identify a key audit matter regarding the accounting of the promotional allowance for
ORL, due to the materiality of the amount in light of the deconsolidation and subsequent
recognition as an investment in associate.
4. Conclusions relating to going concern
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.
Our evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
• understanding the detailed steps of the forecasting process through enquiries with management and inspection of the
underlying models, including obtaining a detailed understanding of key controls over the budget and forecast;
• using web-scanning technology to identify and evaluate any contradictory evidence in relation to the Group’s compliance with
laws and regulations, financial results, claims and litigations and cyber risk that may impact our risk assessment or cause doubt
on the Group’s ability to continue as a going concern;
• assessing the arithmetic accuracy of the models used to prepare the Group’s base case forecast and related scenarios;
• challenging the reasonableness of the detailed assumptions underpinning the Group’s forecasts including considering the
current economic environment;
• comparing and assessing the historical accuracy of forecasts against previous performance;
• assessing management’s considerations of reasonably possible scenarios and their impact on the Group’s forecasts;
• performing additional sensitivity scenario analysis;
• considering the timing of forecast and contractual repayments of the Group’s borrowings;
• considering the impact of mitigating actions available, such as reducing capital expenditure or disposal of investments; and
• assessing the appropriateness of the group’s disclosure concerning going concern.
172 Ocado Group plc Annual Report and Accounts 2025
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 Parent 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.
In relation to the reporting on how the Group has 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.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included 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 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.
5.1. Capitalisation of labour costs
Key audit matter
description
The Group continues to invest in the development of the Ocado Smart Platform and associated
software, as well as in establishing Customer Fulfilment Centres (“CFCs”) for Technology
Solutions customers. In doing so, significant internal labour costs are incurred, which are
capitalised as internally-generated intangible assets or as a component of property, plant and
equipment as directly attributable costs. These labour costs are tracked through Workday (HR
system). As described in note 3.2 and 3.3 of the financial statements, £148.5m (FY24: £177.8m)
and £19.3m (FY24: £23.6m) of internal labour costs were capitalised in the period as intangible
assets and property, plant and equipment, respectively.
Determining whether a particular project or activity meets capitalisation criteria involves
judgement based on the requirements of IAS 38 Intangible Assets and IAS 16 Property, Plant
and Equipment. The amount being capitalised is largely due to the development of new
technologies and the continued construction of CFCs for customers.
In addition, Adjusted EBITDA is an alternative performance measure of interest to the users of
the financial statements. There is therefore a potential incentive for management to exhibit bias
in considering whether to capitalise internal labour costs given that the amortisation and
depreciation of such costs are excluded from its calculation, whereas items which are not
capital in nature must be expensed as costs are incurred. We therefore consider the
inappropriate capitalisation of labour costs to be a potential fraud risk as well as a key audit
matter. Further information related to this area is set out in the Audit Committee report on page
121, and in notes 3.2 and 3.3 to the Group financial statements.
173Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc continued
How the scope of our
audit responded to the
key audit matter
To address the risk of inappropriate capitalisation of labour costs, our audit procedures
included:
• obtaining a detailed understanding of relevant controls, such as those which are designed to
ensure that only projects and associated labour costs that meet capitalisation criteria under
IAS 16 or IAS 38 are approved as capital in nature;
• performing a stand-back risk assessment utilising visualisation and data analysis
technologies at a project level to identify anomalies, including timing of when assets are
available for use and capitalisation trends during the period;
• selecting a sample of time entries charged to internal projects representing capitalised labour
costs, and, for each, making inquiries of the worker to understand the nature of their activities
and assessing the entry against the capitalisation criteria of IAS 16 or IAS 38;
• obtaining a detailed understanding of each selected project’s purpose and future economic
benefits in order to challenge its eligibility for capitalisation and considering whether the
worker’s time was directly attributable;
• assessing the status of each selected project, challenging management for potential
impairment of delayed projects and evaluating whether completed projects indicated
obsolescence or impairment of other assets;
• making use of an internally-generated analytic platform to perform a keyword search to
identify specific projects for further analysis
• making enquiries of individuals outside finance to corroborate or contradict our
understanding of projects and time allocations, made use of research tools to assist in
aggregating information from all sources to assist in identifying inconsistencies in information
provided; and
• challenging and corroborating the methods and calculations adopted in determining the
labour costs to be capitalised as directly attributable costs as defined in IAS 16 or IAS 38.
Key observations We are satisfied that capitalised internal labour costs are fairly stated. Consistent with the prior
year, we reported to the Audit Committee a deficiency in the control for assessing whether time
spent on certain types of projects meets capitalisation criteria. See page 121 for further
information included in the Audit Committee report.
174 Ocado Group plc Annual Report and Accounts 2025
5.2. Valuation of investment in Ocado Retail Limited
Key audit matter description On 7 April 2025, control of Ocado Retail Limited (“ORL”) passed to Marks and Spencer Group plc
(“M&S”), which resulted in the deconsolidation of ORL from the Group and the recognition of an
investment in an associate.
The Group’s 50% equity interest has been accounted for in accordance with IFRS 13 Fair Value
Measurement. At the point of the change of control, the Group valued the investment at £750.0m
and its carrying value at 30 November 2025 was £736.3m.
As described on page 222, management estimated the fair value using a discounted cash flow
methodology, based on the Board approved ORL 5-year plan, with the assistance of third-party
valuation experts. The valuation of this investment is contingent upon future trading performance
projections, which are subject to estimation uncertainty. The key assumptions applied by
management in relation to the cash flows were:
• Forecast cashflows (based on the ORL board-approved 5-year plan) and the extrapolation
period of a further 10 years, which reflects anticipated growth in the online grocery sector;
• EBITDA margin - benchmarked against online retail peer group; and
• Discount rate – based on weighted average cost of capital (“WACC”) of 9%.
There is a potential incentive for management to overstate the value of the asset to influence
ongoing commercial discussions with M&S and the public and investor scrutiny around the
valuation of ORL. We therefore consider the valuation of ORL to be a potential fraud risk as well
as a key audit matter.
Further information related to this area is set out in the Audit Committee report on page 121, and
in notes 3.5 to the Group financial statements.
175Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc continued
How the scope of our
audit responded to the
key audit matter
To address the risk that the investment in ORL is materially overstated on recognition, our
procedures included:
• obtaining an understanding of relevant controls over the valuation of ORL, including internal
controls relating to the review and challenge of third-party valuations and management’s
conclusions;
• assessing the accounting for loss of control of ORL and the subsequent recognition of an
investment in associate;
• holding partner-led inquiries with senior management and the Group’s valuation experts to
enhance our understanding of the methodology and assumptions applied;
• assessing the competence, capabilities and objectivity of the third-party experts;
• assessing the appropriateness of the methodology applied to the valuation in accordance with
IFRS 13;
• challenging the key assumptions in the cash flow forecasts including revenue, EBITDA margin,
capital expenditure and discount rate, informed by historical performance and relevant external
benchmarks, such as the growth of the online grocery market;
• assessing the appropriateness of the extrapolation period used after the board approved
5-year plan;
• involving internal valuations specialists to enable us to challenge management’s methodology
and assumptions, to search for potential contradictory evidence to the judgments adopted by
management and to assess the mechanical accuracy of the model;
• assessing current and historic analyst reports and industry reports to consider the relative
value attributed to ORL as part of our search for potential contradictory and confirmatory
evidence;
• performing a stand back assessment taking into account relationship modelling over
comparator EBITDA;
• performing a sensitivity analysis to assess the impact on the valuation with a change in key
assumptions applied to the cash flow scenarios; and
• assessing management’s disclosures surrounding the valuation and recognition of the
investment in associate.
Key observations We are satisfied that the valuation of ORL is reasonable.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope
of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent Company financial statements
Materiality £21.0m (FY24: £27.0m) £18.9m FY24: £24.3m
Basis for determining
materiality
We determined materiality primarily based on asset metric
equating to 0.5% (FY24: 0.6%) of total assets excluding goodwill.
We also considered continuing operations revenue and cash
flows from operations as a supporting benchmark 1.5%
(FY24: 0.9%) and 6.1% (FY24: 7.8%) respectively.
Parent Company materiality is
determined as a percentage of net
assets, capped at 90% (FY24: 90%) of
Group materiality.
176 Ocado Group plc Annual Report and Accounts 2025
Rationale for the
benchmark applied
We consider an asset metric to be the most relevant proxy for
the development of the Technology Solutions business and the
associated scale of deployment at customer sites. Revenue
(continuing operations) was also considered as a supporting
benchmark as this metric is a Group KPI and reflects Group
performance.
The principal activities of the Parent
Company include holding investments in
other Group companies and incurring
costs and liabilities on behalf the Group,
including borrowings. As a result, we
considered net assets to be the most
relevant benchmark on which to base
materiality.
As revenue from the Technology Solutions business remains an area of investor focus, we have exercised professional judgment
in applying a lower level of materiality of £10.8m (FY24: £9.9m), which represents 1.9% (FY24: 2.0%) of the reported amount.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent Company financial statements
Performance materiality 70% (FY24: 70%) of Group materiality 70% (FY24: 70%) of Parent Company materiality
Basis and rationale
for determining
performance materiality
In determining performance materiality, we considered the following factors:
• the quality, consistency and timeliness of the financial reporting and closing processes;
• the continuity of key management personnel;
• our risk assessment, built on our understanding of the Group and its environment; and
• management’s continued willingness to investigate and correct misstatements identified
in the audit.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £1.05m
(FY24: £1.35m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of
the financial statements.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and
assessing the risks of material misstatement at the Group and at ORL, which was controlled and consolidated by the Group for
the first four months of the 52-week period.
Based on our assessment we have focused our audit work on those within the common IT and control environments along with
ORL, which were subject to an audit of the entire financial information and specified audit procedures respectively.
We identified components based on common IT and control environments, the Group component has been identified based
on a single common IT environment With the change of control of ORL that occurred on 7 April 2025, the component previously
recognised as a subsidiary (and discontinued operation) was subsequently recognised as an investment in associate.
The Group component was subject to full-scope audit procedures performed by the Group audit team, using a component
materiality of £13.9m, and specified audit procedures were performed over the ORL component by the ORL component audit
team using a component performance materiality of £14.7m for the 50% share held by Ocado.
The Group component contributes 97.0% (FY24: 98%) of the Group’s revenue and 99.8% (FY24: 98%) of the Group’s property,
plant and equipment, right-of-use assets and intangible assets excluding goodwill.
At the Group level, we tested the consolidation and performed analytical procedures over residual balances.
The Parent Company was audited by the Group engagement team.
177Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc continued
7.2 Our use of audit technology
The central control and common systems throughout the Group enables us to deploy and utilise process and data analytics
across the breadth of the Group, providing a more detailed understanding of the flow of transactions, enabling us to focus our risk
assessment and design targeted audit testing procedures.
Furthermore, we embed technology throughout our audit to improve quality and effectiveness, including in the areas of planning
and scoping, project management, risks and controls assessment, substantive testing and reporting insights to management and
the Audit Committee. Our use of technology in the audit included:
• At planning stage, we use our automated scoping tool to identify any unusual trends or fluctuations within account balances
and geographies, particularly within untested balances to reduce the risk of material misstatement to an acceptably low level.
• The capitalisation of staff costs is a Key Audit Matter (KAM) due to its inherent complexities and the volume of projects. To
enhance audit efficiency and effectiveness, our team utilised a keyword analytical tool and a stand-back risk assessment tool.
These tools provided deeper insights into the nature and appropriateness of capitalised staff costs, supporting our detailed
audit work. Further details on their integration into our procedures are in Section 5.
7.3. Our consideration of the control environment
The Group has continued its plan to evolve and improve the financial control environment through the Evolve programme,
which we have considered in our audit plan.
We involved IT specialists to obtain an understanding of relevant general IT controls across the Group, which included Oracle Fusion
(ERP system) and Workday (HR system). Our IT specialists assisted in evaluating controls over the key warehouse IT systems. We
have tested these automated controls including segregation of duties and controls configurations. This testing is integrated into our
audit risk assessment to ensure only relevant controls are tested and direct testing on exceptions are identified.
We tested the operating effectiveness of controls in certain business processes, for example Technology Solutions revenue,
and obtained an understanding of certain IT systems, applications and databases, to provide feedback to management with
a view of relying on these controls in future periods.
7.4. Our consideration of climate-related risks
As set out in management’s TCFD report on pages 76 to 83 and the principal risks on pages 87 to 94, the Group is exposed to the
impacts of climate change. As part of our audit planning procedures, we obtained management’s climate-related risk assessment
and, together with our climate change specialists, held discussions with management to understand the process of identifying
climate-related risks and determining their potential impact on the operations of the Group and its financial statements. We also
read the related disclosures in note 1.4 to the financial statements.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group financial statements,
this included performing an audit team climate risk brainstorming session. We did not identify a risk of material misstatement.
We have further involved climate change specialists in reading the climate-related disclosures within the Annual Report to
consider whether they are materially consistent with the financial statements and our knowledge from our audit.
Our responsibility over other information is further described in the “Other information” section of our report. We have not
been engaged to provide assurance over the accuracy of these disclosures.
7.5. Working with other auditors
We have one component team – ORL. We have issued detailed instructions to the component team to perform specified
audit procedures.
Due to the change in period end date for ORL within the period (to align with M&S reporting), we have performed a review
of the component team’s audit file for the period ending 6 April 2025, with specified audit procedures performed for the
remaining period.
To ensure appropriate direction and supervision of the component audit work, there was extensive interaction between the Group
audit team and the ORL component audit team. The Group audit team issued the ORL component audit team with detailed
instructions and reviewed their audit file and related reporting.
178 Ocado Group plc Annual Report and Accounts 2025
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
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 course of the audit, or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. 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 in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
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 Parent 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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
10. Auditor’s 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 auditor’s 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.
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 auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error that was approved by
the board on 7 April 2025;
179Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc
continued
• results of our enquiries of management, internal audit, the legal function including the Group’s General Counsel and Chief
Compliance Officer, the Chief Executive Officer and Chief Financial Officer of the Group and ORL, the directors and the audit
committee about their own identification and assessment of the risks of irregularities, including those that are specific to the
Group’s sector;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team including component audit teams and relevant internal specialists,
including tax, valuations, IT and impairment specialists regarding how and where fraud might occur in the financial statements
and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the following areas: inappropriate capitalisation of labour costs and valuation of
investment in Ocado Retail Limited. In common with all audits under ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules and
tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements
but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included
the Groceries Supply Code of Practice.
11.2. Audit response to risks identified
As a result of performing the above, we identified capitalisation of labour costs and valuation of investment in Ocado Retail
Limited as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the matters
in more detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and in-house and external legal counsel concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias;
and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
180 Ocado Group plc Annual Report and Accounts 2025
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the
course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance
Code specified for our review.
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 with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 97;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the
period is appropriate set out on page 95 to 97;
• the directors’ statement on fair, balanced and understandable set out on page 167;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 84 to
94;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on page 127; and
• the section describing the work of the audit committee set out on pages 121 to 132.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not
been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
181Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Auditor’s Report to the members of Ocado Group plc
continued
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 3 May 2017 to audit the
financial statements for the 52-week period ending 3 December 2017 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is 9 years, covering the 52-week period
ending 3 December 2017 to the 52-week period ending 30 November 2025.
15.2. Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with
ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,
these financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage
Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether
the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
26 February 2026
182 Ocado Group plc Annual Report and Accounts 2025
| 52 weeks ended | 52 weeks ended | ||||||
| 30 November 2025 | 1 December 2024 | ||||||
| Results | Results | ||||||
| before | Adjusting | before | Adjusting | ||||
| adjusting | items | adjusting | items | ||||
| items | (Note 2.5) | Total | items | (Note 2.5) | Total | ||
| Notes | £m | £m | £m | £m | £m | £m | |
| Continuing operations | |||||||
Revenue | 2.1 | ||||||
Operating costs | ( | ( | ( | ( | ( | ( | |
| Operating loss before results of joint | |||||||
ventures and associate | ( | ( | ( | ( | ( | ( | |
Share of results of joint venture and associate | 3.5 | ( | ( | ( | |||
Operating loss | ( | ( | ( | ( | ( | ( | |
Finance income | 2.6 | ||||||
Finance costs | 2.6 | ( | ( | ( | ( | ||
Other finance gains and losses | 2.6 | ( | ( | ||||
(Loss)/profit before tax from continuing operations | ( | ( | ( | ( | ( | ||
Income tax (charge)/credit | 2.7 | ( | ( | ||||
(Loss)/profit for the period from continuing operations | ( | ( | ( | ( | ( | ||
Discontinued operations 1 | |||||||
| Profit/(loss) after tax from discontinued | |||||||
operations | 2.9 | ( | ( | ( | |||
(Loss)/profit for the period | ( | ( | ( | ||||
| Attributable to: | |||||||
Owners of Ocado Group plc | ( | ||||||
Non-controlling interests | 5.2 | ( | ( | ||||
( | |||||||
1. On 6 April 2025, the Group transferred control of Ocado Retail Limited (“ORL”) to Marks & Spencer plc (“M&S”) under the terms of the Shareholder Agreement. As a result, ORL
is no longer consolidated from 7 April 2025, in line with IFRS 10. From this date, the Group’s interest in ORL has been accounted for as an associate using the equity method
under IAS 28. Accordingly, ORL’s results (including relevant inter-segment eliminations) have been reported as discontinued operations for the 18 weeks ended 6 April 2025.
The Group’s share of ORL’s profit or loss has been recognised for the subsequent 34-week period to 30 November 2025. Other than the transfer of control between the two
shareholders, there has been no other change to the economic interest held in ORL or the shareholder agreement.
Earnings/(loss) per share | pence | pence | |
| From continuing operations: | |||
Basic and diluted loss per share | 2.8 | ( | ( |
| From continuing and discontinued operations: | |||
Basic profit/(loss) per share | 2.8 | ( | |
Diluted profit/(loss) per share | 2.8 | ( |
183Ocado Group plc Annual Report and Accounts 2025
Consolidated Income Statement
for the 52 weeks ended 30 November 2025
Financial Statements
Additional Information
Strategic Report Governance
184 Ocado Group plc Annual Report and Accounts 2025
Consolidated Statement of Comprehensive Income
for the 52 weeks ended 30 November 2025
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
Profit/(loss) for the period | ( | ||
| Other comprehensive income | |||
| Items that may be reclassified to profit or loss in subsequent periods: | |||
Fair value movements in cash flow hedges | 4.3 | ( | |
Items reclassified from cash flow hedge reserve | 4.3 | ||
Foreign exchange loss on translation of foreign subsidiaries | 4.6 | ( | ( |
Net other comprehensive expense that may be reclassified to profit or loss in subsequent periods | ( | ( | |
| Items that will not be reclassified to profit or loss in subsequent periods: | |||
Loss on equity investments designated as at fair value through other comprehensive income | 4.4 | ( | ( |
Income tax relating to items that will not be reclassified subsequently to profit or loss | 2.7 | ( | |
| Net other comprehensive expense that will not be reclassified to profit | |||
and loss in subsequent periods | ( | ( | |
Other comprehensive expense for the period from continuing operations, net of income tax | ( | ( | |
Total comprehensive income/(expense) for the period | ( | ||
| Attributable to: | |||
Owners of Ocado Group plc | ( | ||
Non-controlling interests | 5.2 | ( | ( |
( |
185Ocado Group plc Annual Report and Accounts 2025
Consolidated Balance Sheet
as at 30 November 2025
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Non-current assets | |||
Goodwill | 3.1 | ||
Other intangible assets | 3.2 | ||
Property, plant and equipment | 3.3 | ||
Right-of-use assets | 3.4 | ||
Net Investment in leases | 3.4 | ||
Investment in joint venture and associate | 3.5 | ||
Other financial assets | 3.6 | ||
Deferred tax assets | 2.7 | ||
Derivative financial assets | 4.3 | ||
| Current assets | |||
Net Investment in leases | 3.4 | ||
Other financial assets | 3.6 | ||
Inventories | 3.7 | ||
Trade and other receivables | 3.8 | ||
Current tax assets | 2.7 | ||
Cash and cash equivalents | 3.9 | ||
Derivative financial assets | 4.3 | ||
Assets classified as held for sale | 2.9 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 3.10 | ( | ( |
Contract liabilities | 2.1 | ( | ( |
Current tax liabilities | 2.7 | ( | ( |
Borrowings | 4.1 | ( | ( |
Lease liabilities | 3.4 | ( | ( |
Derivative financial liabilities | 4.3 | ( | |
Provisions | 3.11 | ( | ( |
( | ( | ||
Net current assets |
Financial Statements
Additional Information
Strategic Report Governance
186 Ocado Group plc Annual Report and Accounts 2025
Consolidated Balance Sheet
as at 30 November 2025
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Non-current liabilities | |||
Trade and other payables | 3.10 | ( | ( |
Contract liabilities | 2.1 | ( | ( |
Borrowings | 4.1 | ( | ( |
Lease liabilities | 3.4 | ( | ( |
Provisions | 3.11 | ( | ( |
Deferred tax liabilities | 2.7 | ( | ( |
( | ( | ||
Liabilities directly associated with assets classified as held for sale | 2.9 | ( | |
( | ( | ||
Net assets | |||
| Equity | |||
Share capital | 4.6 | ||
Share premium | 4.6 | ||
Treasury shares reserve | 4.6 | ( | ( |
Other reserves | 4.6 | ||
Retained earnings | ( | ( | |
Equity attributable to owners of Ocado Group plc | |||
Non-controlling interests | 5.2 | ( | |
Total equity |
187Ocado Group plc Annual Report and Accounts 2025
Consolidated Statement of Changes in Equity
for the 52 weeks ended 30 November 2025
| Equity attributable to owners of Ocado Group plc | |||||||||
| Treasury | Non- | ||||||||
| Share | Share | shares | Other | Retained | controlling | Total | |||
| capital | premium | reserve | reserves | earnings | Total | interests | equity | ||
| Notes | £m | £m | £m | £m | £m | £m | £m | £m | |
Balance at 3 December 2023 | ( | ( | |||||||
Loss for the period | ( | ( | ( | ( | |||||
Other comprehensive expense | ( | ( | ( | ||||||
| Total comprehensive expense | |||||||||
for the period | ( | ( | ( | ( | ( | ||||
| Transactions with owners | |||||||||
– Issue of ordinary shares | 4.6 | ||||||||
| – Allotted in respect of share | |||||||||
option schemes | 4.6 | ||||||||
– Share-based payments charge | 4.7 | ||||||||
– Issue of convertible bonds | 4.1 | ||||||||
– Redemption of convertible bonds | 4.1 | ( | ( | ( | |||||
Total transactions with owners | |||||||||
Balance at 1 December 2024 | ( | ( | ( | ||||||
Profit/(loss) for the period | ( | ||||||||
Other comprehensive expense | ( | ( | ( | ||||||
| Total comprehensive income | |||||||||
and expense for the period | ( | ( | |||||||
| Transactions with owners | |||||||||
– Issue of ordinary shares | 4.6 | ||||||||
| – Allotted in respect of share | |||||||||
option schemes | 4.6 | ||||||||
– Share-based payments charge | 4.7 | ||||||||
– Redemption of convertible bonds | 4.1 | ( | ( | ( | |||||
| – Derecognition of NCI on loss | |||||||||
of control | 5.2 | ( | ( | ||||||
| – Transfer of revaluation reserve | |||||||||
on disposal of investments in equity instruments designated | |||||||||
at FVOCI | 3.6,4.6 | ( | |||||||
Total transactions with owners | ( | ||||||||
Balance at | ( | ( |
Financial Statements
Additional Information
Strategic Report Governance
188 Ocado Group plc Annual Report and Accounts 2025
Consolidated Statement of Cash Flows
for the 52 weeks ended 30 November 2025
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
Cash generated from operations | 4.9 | ||
Cash received from the AutoStore settlement | 2.5 | ||
Corporation tax paid | ( | ( | |
Interest paid | ( | ( | |
Net cash flow from operating activities | |||
| Cash flows from investing activities | |||
Purchase of intangible assets | ( | ( | |
Purchase of property, plant and equipment | ( | ( | |
Dividend received from joint venture | 3.5 | ||
Purchase of unlisted equity investments | 3.6 | ( | |
Proceeds on disposal of unlisted equity investments | 3.6 | ||
Loans repaid by joint ventures, associates and investee companies | |||
Proceeds from disposal of asset held for sale | 2.5 | ||
Cash received in respect of contingent consideration receivable | 3.6 | ||
Proceeds from net investment in leases | 3.4 | ||
Cash outflow on loss of control of subsidiaries | ( | ||
Interest received | |||
Net cash flow used in investing activities | ( | ( | |
| Cash flows from/(used in) financing activities | |||
Proceeds from issue of ordinary share capital | |||
Proceeds from allotment of share options | |||
Proceeds from borrowings | 4.2 | ||
Transaction costs on issue of borrowings | ( | ( | |
Repayment of borrowings | 4.2 | ( | ( |
Repayment of principal element of lease liabilities | 4.2 | ( | ( |
Net cash flow from/(used in) financing activities | ( | ||
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at beginning of period | |||
Effect of changes in foreign exchange rates | ( | ( | |
Cash and cash equivalents at end of period | 3.9 |
The cash flow statement above includes the entire Group. Cash flows from discontinued operations are disclosed in Note 2.9.
189Ocado Group plc Annual Report and Accounts 2025
Notes to the Consolidated Financial Statements
Section 1 – Basis of preparation
| Effective date | ||
IAS 1 | Non-current Liabilities with Covenants | 1 January 2024 |
IAS 1 | Classification of liabilities as Current or Non-current | 1 January 2024 |
IFRS 7 | Financial Instruments: Disclosures – Supplier Finance Arrangements (amendments) | 1 January 2024 |
IFRS 16 | Lease Liability in a Sale and Leaseback (amendments) | 1 January 2024 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
190 Ocado Group plc Annual Report and Accounts 2025
1.2 Basis of preparation continued
| Effective date | ||
IAS 21 | Lack of Exchangeability – The Effects of Changes in Foreign Exchange Rates (amendments) | 1 January 2025 |
IAS 7 | Statement of Cash Flows (amendments) | 1 January 2027 |
IFRS 7 | Classification and Measurement of Financial Instruments (amendments) | 1 January 2026 |
IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 |
IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
IAS 28 | Investments in Associates and Joint Ventures (amendments) | Deferred |
IFRS 10 | Consolidated Financial Statements (amendments) | Deferred |
191Ocado Group plc Annual Report and Accounts 2025
| Reporting date | |
Haddington Dynamics II LLC | 31 December |
Kindred Inc. | 31 December |
Kindred Systems II Inc. | 31 December |
Myrmex Inc. | 31 December |
Ocado Bulgaria EOOD | 31 December |
Ocado Solutions (US) ProCo LLC | 31 December |
Ocado Solutions USA Inc. | 31 December |
Ocado Solutions Spain S.L | 31 December |
Ocado Spain S.L.U. | 31 December |
Ocado US Holdings Inc. | 31 December |
6 River Systems LLC | 31 December |
6 River Systems Ltd | 31 December |
6 River Systems GmbH | 31 December |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
192 Ocado Group plc Annual Report and Accounts 2025
1.3 Basis of consolidation continued
193Ocado Group plc Annual Report and Accounts 2025
Area | Judgement | Notes |
| Consolidation of | Management has applied judgement in considering whether the Group continues to have control | 2.9, |
| Ocado Retail | over Ocado Retail at the balance sheet date in accordance with IFRS 10. Management has | 5.1, 5.2 |
| Limited (“Ocado | concluded that the Group ceased to control Ocado Retail as a result of the transfer of the | |
| Retail”) | determinative rights under the terms of the Shareholder Agreement from the Group to M&S in early | |
| April 2025. As a result, the Group has deconsolidated Ocado Retail from the date control was | ||
| transferred and recognised its remaining interest in Ocado Retail as an investment in associate. | ||
| Revenue from | The Group’s Technology Solutions’ contracts are complex and contain a number of critical | 2.1 |
| contracts with | contractual milestones and components. Management considers each contract on a case-by-case | |
| customers | basis and applies judgement in the application of IFRS 15 to the contracts when: | |
| • identifying distinct performance obligations that the customer can benefit from independently; | ||
| and | ||
| • assessing the period over which to recognise revenue, given contracts typically have no end date. | ||
| This requires management to determine the expected customer life. | ||
| Alternative judgements in relation to either the identification of distinct performance obligations or | ||
| the expected customer life would result in a different revenue recognition profile. Further details on | ||
| how these judgements have been applied are set out in Note 2.1. | ||
| Capitalisation of | The Group capitalises internal costs directly attributable to the development of both intangible and | 3.2 |
| internal | tangible assets. Management judgement is exercised in determining whether the projects meet the | 3.3 |
| development | criteria for capitalisation in accordance with IAS 16 and IAS 38. During the period, the Group has | |
| costs | capitalised internal development costs amounting to £148.5m (FY24: £177.8m) and £19.3m (FY24: | |
| £23.6m) on intangible and tangible assets respectively. | ||
Adjusting items | Management believes that separate presentation of the adjusting items provides useful information | 2.5 |
| in the understanding of the financial performance of the Group and its businesses. Management | ||
| exercises judgement in determining the classification of certain transactions as adjusting items by | ||
| considering the nature, occurrence and materiality of the amounts involved in those transactions. | ||
| Note 2.5 provides information on amounts disclosed as adjusting items in the current and | ||
| comparative financial periods together with the Group’s definition of adjusting items. These | ||
| definitions have been applied consistently over the periods. |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
194 Ocado Group plc Annual Report and Accounts 2025
1.4 Critical accounting judgements and key sources of estimation uncertainty continued
Area | Estimation uncertainty | Notes |
| Impairment | The Group is required to assess goodwill for impairment annually. The performance of the | 3.3 |
| assessment | impairment assessment requires management to make a number of estimates and assumptions in | |
| - goodwill | determining the recoverable amount of the CGUs to which goodwill is allocated. These include | |
| forecast future cash flows estimated based on management-approved financial budgets and plans | ||
| (including EBITDA margins), long-term growth rates and post-tax discount rates, as well as an | ||
| assessment of the expected growth profile of the respective CGU. The impairment assessment is | ||
| most sensitive to changes in long-term EBITDA margin. Key estimates used in the impairment test | ||
| and sensitivities are disclosed in Note 3.1 |
195Ocado Group plc Annual Report and Accounts 2025
Section 2 – Results for the period
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
196 Ocado Group plc Annual Report and Accounts 2025
2.1 Revenue continued
197Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Continuing operations | £m | £m |
At a point in time | 10.1 | 5.3 |
Over time | 1,371.6 | 1,209.3 |
1,381.7 | 1,214.6 |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Continuing operations | £m | £m |
UK | 1,063.5 | 943.5 |
Europe (excluding UK) | 28.2 | 32.9 |
North America | 246.3 | 214.1 |
Asia Pacific | 43.7 | 24.1 |
1,381.7 | 1,214.6 |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Trade receivables | 26.1 | 47.9 |
Accrued income | 24.3 | 6.4 |
Contract liabilities – current | (99.2) | (38.1) |
Contract liabilities – non-current | (532.3) | (468.5) |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
198 Ocado Group plc Annual Report and Accounts 2025
2.1 Revenue continued
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Balance at beginning of period | (506.6) | (446.7) |
Amount reclassified as deferred income | – | 9.6 |
Amount invoiced in the period | (56.1) | (103.9) |
Kroger Letter of Credit 1 | (113.4) | – |
Amount recognised as revenue | 97.3 | 34.7 |
Effect of deconsolidation of ORL | (54.0) | – |
Effects of changes in foreign exchange rates | 1.3 | (0.3) |
Balance at end of period | (631.5) | (506.6) |
2.2 Segmental reporting
In accordance with IFRS 8 “Operating Segments”, an operating segment is defined as a business activity whose operating results
are reviewed by the chief operating decision maker (“CODM”), for which discrete information is available. Operating segments are
reported in a manner consistent with the internal reporting provided to the CODM. The CODM, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Board. The Board assesses the
performance of all operating segments on the basis of adjusted EBITDA*.
The Group reports its operating segments to align with its underlying business models, Technology Solutions and Logistics:
• The Technology Solutions segment provides end-to-end online retail and automated storage and retrieval solutions for general
merchandise to corporate customers both in and outside of the United Kingdom; and
• The Logistics segment provides the CFCs and logistics services for customers in the United Kingdom (Wm Morrison
Supermarkets Limited and Ocado Retail Limited).
The Group transferred control of ORL to M&S on 6 April 2025 under the terms of the Shareholder Agreement and, consistent with
the FY24 Annual Report, ORL’s results (including relevant inter-segment eliminations) have been reported as discontinued
operations for the 18 weeks ended 6 April 2025 in the Consolidated Income Statement and ceased to be consolidated from 7 April
2025. As a result, Retail no longer meets the definition of a reportable segment and is no longer reported as such.
199Ocado Group plc Annual Report and Accounts 2025
Any transactions between the segments are subject to normal commercial terms and market conditions. Segmental results
include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Group’s continuing operations are reliant on three major customers which individually contribute more than 10% of revenue. This
includes £387.9m (FY24: £348.8m) in the Technology Solutions segment and £800.4m (FY24: £717.9m) in the Logistics segment.
The following table presents revenue and adjusted EBITDA* for each of the operating segments.
52 weeks ended 30 November 2025 | 52 weeks ended 1 December 2024 | |||||
| Technology | Technology | |||||
| Solutions | Logistics | Total | Solutions | Logistics | Total | |
| £m | £m | £m | £m | £m | £m | |
Revenue before adjusting items | 561.2 | 800.3 | 1,361.5 | 496.5 | 718.0 | 1,214.5 |
Adjusting items in revenue | 20.2 | 0.1 | ||||
Revenue | 1,381.7 | 1,214.6 | ||||
Adjusted EBITDA* | 140.3 | 37.7 | 178.0 | 80.6 | 31.1 | 111.7 |
Depreciation, amortisation and impairment | (411.4) | (413.9) | ||||
Adjusting items in operating profit | (24.3) | (34.7) | ||||
| Operating loss before results of joint | ||||||
venture and associate | (257.7) | (336.9) |
* See Alternative Performance Measures on pages 270 and 273 for further information including a reconciliation of adjusted EBITDA to Operating loss before results of joint
venture and associate. The definition of adjusted EBITDA* has been amended to exclude share of results from joint venture and associate and comparative information has
been restated accordingly.
Revenue and adjusted EBITDA* for the Technology Solutions segment includes the impact of non-recurring fees of £14.7m
recognised following the cessation of Morrisons deliveries from our Erith CFC, as announced in November 2024.
Non-current assets, excluding financial instruments, deferred tax assets and goodwill, split by geographical area:
| 30 November | 1 December | |
| 2025 | 2024 | |
| Continuing operations | £m | £m |
UK | 1,217.2 | 1,386.9 |
Europe (excluding UK) | 115.8 | 109.2 |
North America | 539.7 | 598.6 |
Asia Pacific | 263.9 | 222.0 |
2,136.6 | 2,316.7 |
No measure of total assets and total liabilities is reported for each reportable segment, as such amounts are not provided to the CODM.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
200 Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
Continuing operations | Notes | £m | £m |
Cost of inventories recognised as an expense | 0.5 | 2.4 | |
Employment costs | 2.4 | 790.8 | 735.4 |
Amortisation of intangible assets | 3.2 | 125.0 | 145.9 |
Impairment of intangible assets | 3.1 | 16.0 | 5.9 |
Depreciation of property, plant and equipment 2 | 3.3 | 218.5 | 195.6 |
Impairment of property, plant and equipment 1 | 3.3 | 27.3 | 38.4 |
Gain on disposal of asset held for sale | – | (11.0) | |
Depreciation of right-of-use assets 2 | 3.4 | 29.3 | 28.7 |
Impairment of right-of-use assets | 3.4 | – | 1.0 |
Increase/(decrease) in expected credit loss of trade receivables | 3.8 | 5.4 | (0.8) |
Expense relating to short-term leases and leases of low-value assets | 3.4 | 2.2 | 2.4 |
Net foreign exchange (gain)/loss | 0.7 | (0.5) | |
Rental income | (1.9) | (3.9) |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Audit of the Company’s annual financial statements | 0.1 | 0.1 |
Audit of the Company’s subsidiaries | 1.7 | 2.4 |
Total audit fees | 1.8 | 2.5 |
Audit-related assurance services | 0.2 | 0.2 |
Other assurance services | 0.3 | 0.4 |
Total non-audit fees | 0.5 | 0.6 |
Total fees | 2.3 | 3.1 |
201Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
Wages and salaries | 829.6 | 852.8 | |
Social security costs | 87.1 | 77.7 | |
Defined contribution pension costs | 23.8 | 23.8 | |
Share-based payment charge | 4.7 | 38.8 | 37.7 |
Gross employment costs | 979.3 | 992.0 | |
Staff costs capitalised as intangible assets | 3.2 | (148.5) | (177.8) |
Staff costs capitalised as property, plant and equipment | 3.3 | (19.3) | (23.6) |
Total employment costs | 811.5 | 790.6 | |
Less: Discontinued operations | (20.7) | (55.2) | |
Total continuing operations | 790.8 | 735.4 |
Operational staff | 17,479 | 16,578 |
Support staff | 3,947 | 4,578 |
21,156 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
202 Ocado Group plc Annual Report and Accounts 2025
2.5 Adjusting items* continued
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Ref. | £m | £m | |
Litigation settlement income and unwind of discount | A | 2.1 | 11.4 |
Ocado Group Finance transformation | B | – | (2.6) |
Ocado Retail IT and Finance systems transformation | C | (11.0) | (11.9) |
Change of fair value of contingent consideration receivable and related costs | D | – | (29.1) |
Organisational restructure | E | (14.8) | (5.0) |
UK network capacity review | F | – | (3.6) |
Zoom by Ocado network capacity and strategy review | G | – | (1.9) |
Ocado Group HR system transformation | H | (6.7) | (8.5) |
Gain on disposal of asset held for sale | I | – | 12.4 |
Gain on partial redemption of bonds | J | 4.1 | 43.6 |
Gain on deconsolidation of Ocado Retail | K | 782.6 | – |
Loss on deconsolidation of Jones Food Company | L | (23.0) | – |
Kroger Letter of Credit revenue | M | 20.2 | – |
Total adjusting items | 753.5 | 4.8 | |
Exclude net adjusting income/(expense) relating to discontinued operations (Note 2.9) | 777.1 | (15.5) | |
Net adjusting (expense)/income from continuing operations | (23.6) | 20.3 |
* Adjusting items are alternative performance measures. See Alternative Performance Measures on pages 270 and 273.
A. Litigation costs and litigation settlement
On 22 July 2023, the Group reached an agreement with AutoStore to settle all patent litigation and cross-licence pre-2020
patents, for which AutoStore undertook to pay the Group a total of £200m in 24 monthly instalments, beginning July 2023. The
settlement was recorded as a receivable measured initially at fair value and subsequently at amortised cost. The settlement
receivable initially recognised was £180.4m. The unwinding of the discount over the life of the receivable is recorded as finance
income, with £2.1m recorded in the current period (FY24: £11.4m). During the period, payments totalling £58.4m (FY24: £100.0m)
were received. All amounts are classified as adjusting items, in line with the Group’s adjusting items policy, as the amounts are
material, and represent income unrelated to operating activities of the Group.
B. Ocado Group Finance transformation
Subsequent to the Group’s implementation of various Software as a Service (“SaaS”) solutions in FY21, the Group undertook a
multi-year programme which focused on optimising and enhancing the existing SaaS solutions and related finance processes to
improve efficiency across the business. This programme completed in FY24. The cumulative finance transformation costs
expensed amounts to £12.2m, including £2.6m in FY24, which largely relates to spend on external consultants and contractors.
These amounts have been disclosed as adjusting items because the total costs associated with this programme are significant
and arise from a strategic project that is not considered by the Group to be part of the normal operating costs of the business.
C. Ocado Retail IT and Finance systems transformation
In FY21, ORL initiated its IT roadmap programme, which focuses on delivering IT systems and services that will enable ORL to
meet its obligation to transition away from Ocado Group IT services, tools and support towards M&S consolidation and future
set-up as well as ORL’s transition to the Ocado Smart Platform (“OSP”) to provide an end-to-end solution for operating online in
the grocery market. The IT roadmap programme, which is expected to run until FY27, includes the development of both on-
premises and SaaS solutions. The costs incurred during the current period amount to £15.1m (FY24: £10.1m). The cumulative
costs expensed to date by ORL total £35.3m.
203Ocado Group plc Annual Report and Accounts 2025
ORL is undergoing a wide-scale Finance Transformation project. In FY23, this included the replacement of the Enterprise
Resource Planning (“ERP”) system with Oracle Fusion and other transformation projects. The costs incurred during the current
period amount to £1.4m (FY24: £1.8m). The cumulative costs expensed to date by ORL total £4.3m.
Ocado Group has recognised £11.0m in relation to these costs – £5.5m recognised in discontinued operations and £5.5m in share
of results of associate following the deconsolidation of ORL.
These costs have been classified as adjusting because they are expected to be significant and result from a transformational
activity which is considered only incremental to the core activities of the Group.
D. Change in fair value of contingent consideration receivable and related costs
In 2019, the Group sold Marie Claire Beauty Limited (“Fabled”) to Next plc and 50% of ORL to Marks and Spencer Holdings Limited
(“M&S”). Part of the consideration for these transactions was contingent on future events and held at fair value through profit or
loss (“FVTPL”), and revalued at each reporting date.
In the prior period, the consideration for the sale of Fabled was settled in full and the value of the contingent consideration
receivable from M&S was written down to £nil. The Group incurred consultancy costs of £1.3m in relation to the above, as these
costs were incurred in the process of securing an adjusting income and classified to adjusting items.
E. Organisational restructure
During the period, the Group completed an organisational restructure focusing on technology costs, incurring redundancy and
associated costs of £14.8m (FY24: £5.0m).
These costs have been classified as adjusting items on the basis that the aggregate costs are considered to be significant and
resulted from a strategic restructuring which is only incremental to the normal operating activities of the Group.
F. UK network capacity review
During 2023, the Group announced the plan to cease operations at its CFC in Hatfield as part of a wider review of UK network
capacity. As a result, the Group recorded impairment charges of £20.3m, of which £7.0m related to property, plant and equipment,
and £13.2m to right-of-use assets, restructuring costs of £6.8m and other related costs of closure of £5.1m, both of which were
provided for. In the prior period, the Group recognised an additional impairment charge of £3.6m to right-of-use assets.
These costs have been classified as adjusting items on the basis that they are material and part of a significant strategic review.
G. Zoom by Ocado network capacity and strategy review
During 2023, ORL undertook a strategy and capacity review for the Zoom network, which resulted in the Group recording
impairment charges totalling £27.4m, of which £12.5m relates to property, plant and equipment, £14.5m to right-of-use assets and
£0.2m to other intangible assets, and other costs of £0.2m.
In the prior period, the Group recognised an additional impairment of £1.6m relating to property, plant and equipment and other
costs of £0.3m.
These costs have been classified as adjusting on the basis that they are material and part of a significant strategic review.
H. Ocado Group HR system transformation
Following a review of the Group’s Human Capital Management (“HCM”) and payroll systems the Group commenced a plan to
implement new HCM and payroll systems for its Logistics business and to optimise and enhance its existing payroll solutions for
the Technology Solutions business.
This programme is expected to complete in early FY26. The cumulative HR systems transformation costs expensed to date
amount to £17.1m and includes £6.7m in the period (FY24: £8.5m), which largely relates to spend on external consultants and
contractors. These amounts have been disclosed as adjusting items because the total costs associated with this programme are
expected to be in the region of £18.9m and arise from a strategic project that is not considered by the Group to be part of the
normal operating costs of the business.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
204 Ocado Group plc Annual Report and Accounts 2025
2.5 Adjusting items* continued
205Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
Continuing operations | Notes | £m | £m |
Interest income on cash balances | 27.4 | 29.5 | |
Interest income on loans receivable | 5.9 | 0.9 | |
Interest income on finance lease receivable | 3.4 | 6.1 | – |
Unwind of discount on AutoStore receivable | 2.5, 3.8 | 2.1 | 11.4 |
Finance income | 41.5 | 41.8 | |
Interest expense on borrowings | (123.0) | (76.2) | |
Interest expense on lease liabilities | (17.3) | (16.7) | |
Interest expense on provisions | (0.8) | (0.8) | |
Other finance costs | (5.6) | (4.9) | |
Finance costs | (146.7) | (98.6) | |
Gain/(loss) on revaluation of financial instruments designated at FVTPL | (1.2) | 10.1 | |
Loss on foreign exchange | (4.1) | (0.1) | |
Gain on redemption of borrowings | 2.5, 4.1 | 4.1 | 43.6 |
Other finance gains and losses | (1.2) | 53.6 | |
Net finance cost | (106.4) | (3.2) |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
206 Ocado Group plc Annual Report and Accounts 2025
2.7 Income tax continued
| 52 weeks ended | 52 weeks ended | |||||
| 30 November 2025 £m | 1 December 2024 £m | |||||
| United | Rest of | United | Rest of | |||
| Continuing operations | Kingdom | world | Total | Kingdom | world | Total |
| Current tax | ||||||
Current year | 5.9 | 1.5 | 7.4 | 4.0 | 2.1 | 6.1 |
Adjustment in respect of prior years | – | 2.6 | 2.6 | – | – | – |
Total current tax | 5.9 | 4.1 | 10.0 | 4.0 | 2.1 | 6.1 |
| Deferred tax | ||||||
Origination and reversal of temporary differences | 7.6 | (9.4) | (1.8) | (3.1) | (4.1) | (7.2) |
Effect of change in tax rate | – | (0.2) | (0.2) | – | (0.1) | (0.1) |
Adjustments in respect of prior years | 5.3 | 1.2 | 6.5 | – | 1.0 | 1.0 |
Total deferred tax | 12.9 | (8.4) | 4.5 | (3.1) | (3.2) | (6.3) |
Total tax charge/ (credit) | 18.8 | (4.3) | 14.5 | 0.9 | (1.1) | (0.2) |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Continuing operations | £m | £m |
Loss before tax | (377.6) | (339.8) |
Effective tax credit at United Kingdom tax rate of 25.0% (FY24: 25.0%) | (94.4) | (84.9) |
| Effect of: | ||
Differences in overseas tax rates | 1.1 | (0.7) |
Losses arising in period on which no deferred tax is recognised | 14.8 | 36.8 |
Temporary differences on which no deferred tax is recognised | 57.7 | 29.1 |
Recognised tax losses from prior periods | – | – |
Permanent differences | 26.6 | 18.7 |
Impact of tax rate changes | (0.4) | (0.1) |
Adjustments in respect of prior periods | 9.1 | 0.9 |
Income tax charge/(credit ) | 14.5 | (0.2) |
207Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Deferred tax assets | 13.5 | 4.7 |
Deferred tax liabilities | (1.0) | (0.6) |
Net deferred tax assets | 12.5 | 4.1 |
| Other | ||||||
| Tax losses | Accelerated | Share- | short-term | |||
| carried | capital | based | temporary | |||
| forward | allowances | Intangibles | payments | differences | Total | |
| £m | £m | £m | £m | £m | £m | |
Balance at 3 December 2023 | 84.4 | (24.6) | (42.9) | 0.6 | (16.6) | 0.9 |
Foreign exchange movements | (0.4) | 0.4 | – | – | (0.1) | (0.1) |
Credited/(charged) to Consolidated Income Statement | 23.8 | (10.8) | (8.3) | (0.4) | 2.9 | 7.2 |
Charged to Other Comprehensive Income | – | – | – | – | (3.1) | (3.1) |
Effect of change in rate of corporation tax | (0.4) | (0.4) | – | – | – | (0.8) |
Balance at 1 December 2024 | 107.4 | (35.4) | (51.2) | 0.2 | (16.9) | 4.1 |
Foreign exchange movements | (3.2) | 3.0 | – | – | 0.2 | – |
Credited/(charged) to Consolidated Income Statement | (15.9) | 11.0 | (8.1) | (0.1) | 8.6 | (4.5) |
Credited/(charged) to Other Comprehensive Income | – | – | – | (0.1) | 13.0 | 12.9 |
Effect of change in rate of Corporation Tax | – | – | – | – | – | – |
Balance at 30 November 2025 | 88.3 | (21.4) | (59.3) | – | 4.9 | 12.5 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
208 Ocado Group plc Annual Report and Accounts 2025
2.7 Income tax continued
2.8 Earnings/(Loss) per share
The basic loss per share is calculated by dividing the loss attributable to the owners of the Company by the weighted average
number of ordinary shares in issue during the period, excluding ordinary shares held pursuant to the Group’s Joint Share
Ownership Scheme (“JSOS”) and linked Jointly-Owned Equity (“JOE”) awards under the Ocado Group Value Creation Plan (“Group
VCP”), which are accounted for as treasury shares.
The diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion or vesting of all potentially dilutive shares. The Company has five classes of instruments that are potentially dilutive:
share options; share interests held pursuant to the Group’s JSOS; linked JOE awards under the Group VCP; shares under the
Group’s staff incentive plans; and convertible bonds.
The number of shares used for the earnings per share calculations are as follows:
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Basic weighted average number of shares | 825.6 | 820.1 |
Effect of dilution | 74.0 | – |
Diluted weighted average number of shares | 899.6 | 820.1 |
The total number of shares in issue at the period end, as used in the calculation of the basic weighted average number of ordinary
shares, was 839.1m, less 10.6m shares held by the Employee Benefit Trust (“EBT”) (FY24: 833.3m, less 10.5m held by the EBT).
The earnings used for the earnings/(loss) per share calculations are as follows:
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Basic and adjusted earnings/(loss) per share | £m | £m |
Profit/(loss) attributable to owners of the Company | 405.2 | (336.2) |
Less: profit from discontinued operations (Note 2.9) 2,3 | 795.1 | 2.5 |
Loss from continuing operations 1 | (389.9) | (333.7) |
Exclude: Adjusting items attributable to owners of the Company – continuing operations | 23.6 | (20.3) |
Adjusted loss after tax attributable to the owners of the Company | (366.3) | (354.0) |
1. Excludes losses attributable to non-controlling interests (Jones Food Company) of £2.2m (FY24: £6.0m).
2. The results of discontinued operations represent 18 weeks ending 6 April 2025 (FY24: 52 weeks ended 1 December 2024).
3. Excludes losses attributable to non-controlling interests (ORL) of £7.8m (FY24: £32.2m).
209Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Basic and adjusted earnings/(loss) per share | pence | pence |
Basic earnings/(loss) per share - total | 49.1 | (41.0) |
Less: basic earnings per share from discontinued operations | 96.3 | (0.3) |
Basic loss per share from continuing operations | (47.2) | (40.7) |
Exclude: Adjusting items attributable to owners of the Company – continuing operations | 2.6 | (2.5) |
Adjusted loss per share | (44.6) | (43.2) |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Diluted earnings/(loss) per share | £m | £m |
Profit/(loss) attributable to owners of the Company | 405.2 | (336.2) |
Impact of conversion of convertible bonds | 33.0 | – |
Profit/(loss) attributable to owners of the Company (for diluted EPS) | 438.2 | (336.2) |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| pence | pence | |
Diluted earnings per share | 48.7 | (41.0) |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
210 Ocado Group plc Annual Report and Accounts 2025
2.9 Discontinued operations continued
| 52 weeks | |
| ended | |
| 1 December | |
| 2024 | |
| £m | |
Net assets of discontinued operations | 80.1 |
Other intangible assets (Note 3.2) | 12.9 |
Property, plant and equipment (Note 3.3) | 156.7 |
Right-of-use assets (Note 3.4) | 150.5 |
Inventories | 87.6 |
Trade and other receivables | 139.8 |
Cash and cash equivalents (Note 3.9) | 39.0 |
Assets classified as held for sale | 586.5 |
Trade and other payables | (212.9) |
Borrowings | (98.1) |
Provisions | (20.2) |
Lease liabilities (Note 3.4) | (175.2) |
Liabilities directly associated with assets classified as held for sale | (506.4) |
| 18 weeks | 52 weeks | |
| ended | ended | |
| 6 April | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Revenue | 767.9 | 1,941.4 |
Operating costs | (757.7) | (1,962.0) |
Operating profit/(loss) | 10.2 | (20.6) |
Net finance costs | (5.5) | (14.1) |
Profit/(loss) before tax | 4.7 | (34.7) |
Income tax credit/(charge) | – | – |
Post-tax profit/(loss) | 4.7 | (34.7) |
Gain on deconsolidation of discontinued operations | 782.6 | – |
Attributable tax credit/(charge) | – | – |
Post-tax gain on deconsolidation of discontinued operations | 782.6 | – |
Profit/(loss) after tax for the period from discontinued operations | 787.3 | (34.7) |
211Ocado Group plc Annual Report and Accounts 2025
| 18 weeks | 52 weeks | |
| ended | ended | |
| 6 April | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
| Cash flows from/(used in) discontinued operations | ||
Net cash flows from operating activities | 50.6 | 4.2 |
Net cash flows used in investing activities | (4.3) | (2.7) |
Net cash flows used in financing activities | (17.1) | (38.5) |
Net cash flows for the period | 29.2 | (37.0) |
| As at | |
| 6 April | |
| 2025 | |
| Impact on net liabilities and gain on deconsolidation of ORL | £m |
Other intangible assets | (13.9) |
Property, plant and equipment | (211.4) |
Right-of-use assets | (235.1) |
Net investment in leases | 149.2 |
Other financial assets | 100.9 |
Inventories | (85.7) |
Trade and other receivables | (78.1) |
Cash and cash equivalents | (68.2) |
Trade and other payables | 217.1 |
Contract liabilities | (54.0) |
Borrowings | 100.9 |
Provisions | 26.4 |
Lease liabilities | 184.5 |
Cumulative impact on the assets and liabilities on deconsolidation | 32.6 |
Fair value of retained interest in ORL | 750.0 |
Gain on deconsolidation of ORL | 782.6 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
212 Ocado Group plc Annual Report and Accounts 2025
2.9 Discontinued operations continued
Section 3 – Assets and liabilities
213Ocado Group plc Annual Report and Accounts 2025
| Goodwill | |
| £m | |
| Cost | |
At 3 December 2023 | 158.6 |
Effect of changes in foreign exchange rates | (0.4) |
At 1 December 2024 | 158.2 |
Impairment | (4.7) |
Effect of changes in foreign exchange rates | (5.7) |
At 30 November 2025 | 147.8 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
214 Ocado Group plc Annual Report and Accounts 2025
215Ocado Group plc Annual Report and Accounts 2025
| Internally | |||
| generated | Other | ||
| intangible | intangible | ||
| assets | assets | Total | |
| £m | £m | £m | |
| Cost | |||
At 3 December 2023 | 775.8 | 115.3 | 891.1 |
Additions | 14.5 | 12.1 | 26.6 |
Internal development costs capitalised | 176.6 | 1.2 | 177.8 |
Transfer to disposal group classified as held for sale (Note 2.9) | (16.5) | (0.8) | (17.3) |
Reclassification | (3.4) | – | (3.4) |
Effect of changes in foreign exchange rates | 0.9 | (1.2) | (0.3) |
At 1 December 2024 | 947.9 | 126.6 | 1,074.5 |
Additions | – | 9.6 | 9.6 |
Internal development costs capitalised | 147.5 | 1.0 | 148.5 |
Assets written off | – | (14.5) | (14.5) |
Reclassification | 14.7 | (14.7) | - |
Deconsolidation of Jones Food Company | – | (0.3) | (0.3) |
Effect of changes in foreign exchange rates | (0.1) | (0.5) | (0.6) |
At 30 November 2025 | 1,110.0 | 107.2 | 1,217.2 |
| Accumulated amortisation | |||
At 3 December 2023 | (367.1) | (62.7) | (429.8) |
Charge for the period | (129.1) | (18.2) | (147.3) |
Impairment charge | (0.7) | (5.2) | (5.9) |
Transfer to disposal group classified as held for sale (Note 2.9) | 3.5 | 0.9 | 4.4 |
Effect of changes in foreign exchange rates | 0.1 | 0.5 | 0.6 |
At 1 December 2024 | (493.3) | (84.7) | (578.0) |
Charge for the period | (109.8) | (15.2) | (125.0) |
Impairment charge | (11.3) | – | (11.3) |
Assets written off | – | 14.5 | 14.5 |
Reclassification | (2.8) | 2.8 | - |
Deconsolidation of Jones Food Company | – | 0.1 | 0.1 |
Effect of changes in foreign exchange rates | 0.1 | 0.2 | 0.3 |
At 30 November 2025 | (617.1) | (82.3) | (699.4) |
| Net book value | |||
At 1 December 2024 | 454.6 | 41.9 | 496.5 |
At 30 November 2025 | 480.2 | 37.6 | 517.8 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
216 Ocado Group plc Annual Report and Accounts 2025
217Ocado Group plc Annual Report and Accounts 2025
| Fixtures, | ||||
| fittings, | ||||
| Land and | plant and | Motor | ||
| buildings | machinery | vehicles | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 3 December 2023 | 223.8 | 2,250.1 | 12.5 | 2,486.4 |
Additions | 3.2 | 160.5 | 0.3 | 164.0 |
Internal development costs capitalised | – | 23.6 | – | 23.6 |
Reclassification | (1.9) | 5.3 | – | 3.4 |
Disposals | (2.5) | (3.2) | – | (5.7) |
Transfer to disposal group classified as held for sale (Note 2.9) | (122.1) | (86.9) | (2.5) | (211.5) |
Effect of changes in foreign exchange rates | (0.1) | (19.4) | – | (19.5) |
At 1 December 2024 | 100.4 | 2,330.0 | 10.3 | 2,440.7 |
Additions | 4.1 | 201.1 | – | 205.2 |
Internal development costs capitalised | – | 19.3 | – | 19.3 |
Disposals | (0.5) | (5.8) | – | (6.3) |
Transfer to net investment in leases 1 | – | (131.3) | – | (131.3) |
Deconsolidation of Jones Food Company | (13.6) | (16.9) | – | (30.5) |
Effect of changes in foreign exchange rates | 0.1 | (34.3) | – | (34.2) |
At 30 November 2025 | 90.5 | 2,362.1 | 10.3 | 2,462.9 |
| Accumulated depreciation | ||||
At 3 December 2023 | (17.8) | (663.8) | (9.9) | (691.5) |
Charge for the period | (7.5) | (207.8) | (0.5) | (215.8) |
Impairment charge | – | (38.4) | – | (38.4) |
Transfer to disposal group classified as held for sale (Note 2.9) | 21.3 | 32.3 | 1.2 | 54.8 |
Disposals | 0.7 | 1.1 | – | 1.8 |
Effect of changes in foreign exchange rates | 0.1 | 3.7 | – | 3.8 |
At 1 December 2024 | (3.2) | (872.9) | (9.2) | (885.3) |
Charge for the period | (3.9) | (217.5) | (0.2) | (221.6) |
Impairment charge | (0.6) | (26.7) | – | (27.3) |
Disposals | 0.2 | 5.9 | – | 6.1 |
Deconsolidation of ORL | – | 79.4 | – | 79.4 |
Deconsolidation of Jones Food Company | 0.5 | 6.8 | – | 7.3 |
Effect of changes in foreign exchange rates | – | 6.0 | – | 6.0 |
At 30 November 2025 | (7.0) | (1,019.0) | (9.4) | (1,035.4) |
| Net book value | ||||
At 1 December 2024 | 97.2 | 1,457.1 | 1.1 | 1,555.4 |
At 30 November 2025 | 83.5 | 1,343.1 | 0.9 | 1,427.5 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
218 Ocado Group plc Annual Report and Accounts 2025
3.3 Property, plant and equipment continued
219Ocado Group plc Annual Report and Accounts 2025
| Fixtures, | ||||
| fittings, | ||||
| Land and | plant and | Motor | ||
| buildings | machinery | vehicles | Total | |
| Right-of-use assets | £m | £m | £m | £m |
At 3 December 2023 | 359.9 | 17.7 | 50.5 | 428.1 |
Additions | 2.0 | 2.5 | 25.0 | 29.5 |
Disposals | – | – | (0.4) | (0.4) |
Remeasurements | 11.3 | (0.5) | 5.7 | 16.5 |
Impairment charge | (4.6) | – | – | (4.6) |
Depreciation charge | (31.6) | (5.0) | (16.9) | (53.5) |
Transfer to disposal group classified as held for sale (Note 2.9) | (102.1) | – | (48.4) | (150.5) |
Effect of changes in foreign exchange rates | (0.3) | – | – | (0.3) |
At 1 December 2024 | 234.6 | 14.7 | 15.5 | 264.8 |
Additions | 0.5 | 0.7 | 18.4 | 19.6 |
Transfer to net investment in leases | (63.8) | – | 0.1 | (63.7) |
Remeasurements | 2.3 | – | – | 2.3 |
Depreciation charge | (20.9) | (3.1) | (8.1) | (32.1) |
Effect of changes in foreign exchange rates | 0.4 | – | – | 0.4 |
At 30 November 2025 | 153.1 | 12.3 | 25.9 | 191.3 |
| Fixtures, | ||||
| fittings, | ||||
| Land and | plant and | Motor | ||
| buildings | machinery | vehicles | Total | |
| Lease liabilities | £m | £m | £m | £m |
At 3 December 2023 | 426.9 | 19.3 | 51.6 | 497.8 |
Additions | 1.8 | 2.6 | 25.0 | 29.4 |
Terminations | – | – | (0.7) | (0.7) |
Remeasurements | 11.2 | (0.5) | 5.7 | 16.4 |
Interest | 21.5 | 1.1 | 2.4 | 25.0 |
Payments | (51.3) | (7.5) | (21.8) | (80.6) |
Transfer to disposal group classified as held for sale (Note 2.9) | (128.7) | – | (46.5) | (175.2) |
Effects of changes in foreign exchange rates | (0.3) | (0.1) | – | (0.4) |
At 1 December 2024 | 281.1 | 14.9 | 15.7 | 311.7 |
Additions | 0.3 | 0.7 | 18.4 | 19.4 |
Remeasurements | 3.6 | 0.3 | 0.1 | 4.0 |
Interest | 14.8 | 1.0 | 1.5 | 17.3 |
Payments | (37.2) | (3.9) | (9.4) | (50.5) |
Effects of changes in foreign exchange rates | 0.3 | – | – | 0.3 |
At 30 November 2025 | 262.9 | 13.0 | 26.3 | 302.2 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
220 Ocado Group plc Annual Report and Accounts 2025
3.4 Leases continued
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
| Disclosed as: | ||
Current | 34.4 | 30.3 |
Non-current | 267.8 | 281.4 |
302.2 | 311.7 |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Continuing operations | £m | £m |
Short-term leases | 1.4 | 2.2 |
Leases of low-value items | 0.8 | 0.2 |
2.2 | 2.4 |
| 30 November | 1 December | |
| 2025 | 2024 | |
| Finance lease payments receivable | £m | £m |
Current | 13.7 | – |
Non-current | 125.1 | – |
Total undiscounted lease payments receivable | 138.8 | – |
Unearned finance income | 99.2 | – |
Net investment in the lease | 238.0 | – |
221Ocado Group plc Annual Report and Accounts 2025
| Nature of | % of interest | % of interest | Country of | Principal area of | |||
relationship Year end | Business activity | held (FY25) | held (FY24) | incorporation | operation | ||
| Lessor of assets | |||||||
MHE JVCo Limited | 30 Nov | Joint venture | to the Group | 50.0% | 50.0% | United Kingdom | United Kingdom |
Ocado Retail Limited | 31 Mar | Joint venture | Online grocery retail | 50.0% | n/a | United Kingdom | United Kingdom |
Ocado Retail | MHE JVCo | |||
| 52 weeks | 52 weeks | 52 weeks | 52 weeks | |
| ended | ended | ended | ended | |
| 30 November | 1 December | 30 November | 1 December | |
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
Investment at beginning of period | – | – | 7.0 | 9.5 |
Initial recognition of investment | 750.0 | – | – | – |
Share of total comprehensive income/(expense) attributable to Group | (13.7) | – | 0.2 | 0.3 |
Dividend received | – | – | (0.8) | (2.8) |
Investment at end of period | 736.3 | – | 6.4 | 7.0 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
222 Ocado Group plc Annual Report and Accounts 2025
3.5 Investment in joint venture and associate continued
Ocado Retail | MHE JVCo | Total | MHE JVCo | Total | |
| As at | As at | As at | As at | As at | |
| 30 November | 30 November | 30 November | 1 December | 1 December | |
| 2025 | 2025 | 2025 | 2024 | 2024 | |
| £m | £m | £m | £m | £m | |
Non-current assets | 654.7 | 11.3 | 666.0 | 11.3 | 11.3 |
| Current assets | |||||
• Cash and cash equivalents | 127.9 | 0.8 | 128.7 | 0.8 | 0.8 |
• Other current assets | 229.6 | 0.6 | 230.2 | 2.3 | 2.3 |
| Current liabilities | |||||
• Other current liabilities | (435.4) | (0.2) | (435.6) | (0.6) | (0.6) |
| Non-current financial liabilities | |||||
• Other non-current liabilities | (653.3) | – | (653.3) | – | – |
Net assets/(liabilities) | (76.5) | 12.5 | (64.0) | 13.8 | 13.8 |
Share of net assets/(liabilities) attributable to the Group | (38.2) | 6.4 | (31.8) | 7.0 | 7.0 |
| Implied goodwill (included in investment carrying | |||||
amount) | 24.5 | – | 24.5 | – | – |
Fair value of retained interest in ORL | 750.0 | – | 750.0 | – | – |
Carrying value of investment | 736.3 | 6.4 | 742.7 | 7.0 | 7.0 |
223Ocado Group plc Annual Report and Accounts 2025
MHE JVCo | Ocado Retail* | Total | MHE JVCo | Total | |
| 52 weeks | 52 weeks | 52 weeks | 52 weeks | 52 weeks | |
| ended | ended | ended | ended | ended | |
| 30 November | 30 November | 30 November | 1 December | 1 December | |
| 2025 | 2025 | 2025 | 2024 | 2024 | |
| £m | £m | £m | £m | £m | |
Revenue | – | 1,988.5 | 1,988.5 | – | – |
Operating costs | – | (1,939.3) | (1,939.3) | – | – |
Depreciation, amortisation and impairment charges | (0.4) | (48.3) | (48.7) | (0.3) | (0.3) |
Interest income/(expense) | 0.8 | (28.4) | (27.6) | 0.9 | 0.9 |
| Profit/(loss) and total comprehensive income/(expense) | |||||
for the period | 0.4 | (27.5) | (27.1) | 0.6 | 0.6 |
| Share of total comprehensive income/(expense) | |||||
attributable to Group | 0.2 | (13.7) | (13.5) | 0.3 | 0.3 |
Dividends received | 0.8 | – | 0.8 | 2.8 | 2.8 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
224 Ocado Group plc Annual Report and Accounts 2025
3.6 Other financial assets continued
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Unlisted equity investments held at FVTOCI | 64.9 | 100.1 |
Loan receivable held at amortised cost | 106.0 | 12.9 |
Contributions towards dilapidations costs receivable | 0.7 | 0.7 |
Contingent consideration receivable | 0.7 | – |
Other financial assets | 172.3 | 113.7 |
| Disclosed as: | ||
Current | 0.7 | 12.9 |
Non-current | 171.6 | 100.8 |
172.3 | 113.7 |
% of share capital held | Carrying amount | |||||
| 30 November | 1 December | |||||
| 30 November | 1 December | 2025 | 2024 | |||
Company | Principal activity | Country of incorporation | 2025 | 2024 | £m | £m |
| 80 Acres Urban | United States of | |||||
Agriculture Inc. | Vertical farming | America | 0.8% | 2.1% | 2.8 | 11.3 |
| United States of | ||||||
Inkbit Corporation | 3D printing | America | 4.5% | 4.5% | – | 2.5 |
| Autonomous vehicle | ||||||
| Oxa Autonomy Ltd | technology | England and Wales | 12.2% | 12.2% | 16.0 | 37.4 |
| Manufacturing | ||||||
| Paneltex Limited | refrigerated vehicles | England and Wales | – | 25.0% | – | 3.7 |
| Sanctuary Cognitive | ||||||
Systems Corporation | Artificial intelligence | Canada | 1.8% | 1.8% | 3.5 | 3.5 |
| Wayve Technologies | Autonomous vehicle | |||||
| Limited | technology | England and Wales | 2.9% | 2.9% | 42.6 | 41.7 |
Unlisted equity investments held at FVTOCI | 64.9 | 100.1 |
225Ocado Group plc Annual Report and Accounts 2025
| Carrying amount | |||||
| 30 November | 1 December | ||||
| 2025 | 2024 | ||||
Borrower | Principal amount | Coupon rate | Maturity date | £m | £m |
Ocado Retail Limited | £90.0m | SONIA +4% | August 2039 | 106.0 | – |
Infinite Acres Holding B.V. | US$15.0m | 12.5% | September 2024 | – | 12.9 |
Loans receivable held at amortised cost | 106.0 | 12.9 |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Goods for resale | 0.5 | 9.0 |
Consumables | 31.4 | 30.8 |
Inventories | 31.9 | 39.8 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
226 Ocado Group plc Annual Report and Accounts 2025
3.8 Trade and other receivables continued
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Trade receivables, net of ECL allowance | 53.6 | 58.9 |
Other receivables | 14.3 | 65.6 |
Prepayments | 48.0 | 53.3 |
Accrued income | 26.4 | 8.6 |
Trade and other receivables | 142.3 | 186.4 |
| Disclosed as: | ||
Current | 142.3 | 186.4 |
142.3 | 186.4 |
30 November 2025 | 1 December 2024 | |||||
| Gross | Provision | Net | Gross | Provision | Net | |
| £m | £m | £m | £m | £m | £m | |
Not past due | 45.2 | – | 45.2 | 39.6 | – | 39.6 |
Up to 180 days overdue | 10.7 | (2.3) | 8.4 | 18.7 | – | 18.7 |
Past 180 days overdue | 3.1 | (3.1) | - | 0.6 | – | 0.6 |
59.0 | (5.4) | 53.6 | 58.9 | – | 58.9 |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Balance at beginning of period | – | (12.5) |
Provision for ECL of receivables | (5.4) | (2.1) |
Uncollectible amounts written off | – | 10.5 |
Recovery of amounts previously provided for | – | 2.4 |
Transfer to disposal group classified as held for sale | – | 1.7 |
Balance at end of period | (5.4) | – |
227Ocado Group plc Annual Report and Accounts 2025
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Cash at bank and in hand | 66.6 | 158.6 |
Money-market funds | 618.0 | 504.9 |
Short-term deposits | 55.4 | 69.0 |
Cash and cash equivalents as presented in the Consolidated Balance Sheet | 740.0 | 732.5 |
Cash and cash equivalents of discontinued operations (Note 2.9) | – | 39.0 |
Cash and cash equivalents as presented in the Consolidated Statement of Cash Flows | 740.0 | 771.5 |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Trade payables | 70.4 | 58.4 |
Taxation and social security | 41.1 | 52.7 |
Accruals and other payables 1 | 129.2 | 119.1 |
Deferred income | 22.2 | 17.5 |
Trade and other payables | 262.9 | 247.7 |
| Disclosed as: | ||
Current | 261.9 | 246.6 |
Non-current | 1.0 | 1.1 |
262.9 | 247.7 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
228 Ocado Group plc Annual Report and Accounts 2025
229Ocado Group plc Annual Report and Accounts 2025
| Employee | ||||||
| Onerous | incentive | |||||
| contracts | Dilapidations | schemes | Restructuring | Other | Total | |
| £m | £m | £m | £m | £m | £m | |
Balance at 3 December 2023 | 6.6 | 25.3 | 4.1 | 3.9 | 0.9 | 40.8 |
Additional provision | 3.4 | 0.2 | 3.6 | 0.4 | 0.5 | 8.1 |
Unwinding of discounting | – | 1.3 | – | – | – | 1.3 |
Unused amounts reversed | (3.5) | – | (0.6) | – | – | (4.1) |
Remeasurement of right-of-use assets | – | 0.1 | – | – | – | 0.1 |
Used during the period | (2.3) | (0.1) | (1.3) | (1.6) | – | (5.3) |
Transfer to disposal group classified as held for sale (Note 2.9) | – | (11.0) | (3.7) | (2.7) | – | (17.4) |
Balance at 1 December 2024 | 4.2 | 15.8 | 2.1 | – | 1.4 | 23.5 |
Additional provision | 0.6 | 12.0 | – | – | – | 12.6 |
Unwinding of discounting | – | 0.8 | – | – | – | 0.8 |
Unused amounts reversed | – | (0.1) | – | – | – | (0.1) |
Reclassification 1 | – | – | (2.1) | – | – | (2.1) |
Used during the period | (0.9) | (0.1) | – | – | (0.2) | (1.2) |
Balance at 30 November 2025 | 3.9 | 28.4 | – | – | 1.2 | 33.5 |
| Employee | ||||||
| Onerous | incentive | |||||
| contracts | Dilapidations | schemes | Restructuring | Other | Total | |
| 30 November 2025 | £m | £m | £m | £m | £m | £m |
Current | 3.9 | 12.4 | – | – | 1.0 | 17.3 |
Non-current | – | 16.0 | – | – | 0.2 | 16.2 |
3.9 | 28.4 | – | – | 1.2 | 33.5 |
| Employee | ||||||
| Onerous | incentive | |||||
| contracts | Dilapidations | schemes | Restructuring | Other | Total | |
| 1 December 2024 | £m | £m | £m | £m | £m | £m |
Current | 4.2 | 1.2 | 0.9 | – | 1.3 | 7.6 |
Non-current | – | 14.6 | 1.2 | – | 0.1 | 15.9 |
4.2 | 15.8 | 2.1 | – | 1.4 | 23.5 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
230 Ocado Group plc Annual Report and Accounts 2025
3.11 Provisions continued
231Ocado Group plc Annual Report and Accounts 2025
Section 4 – Capital structure and financial instruments
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Senior unsecured convertible bonds | 612.7 | 703.1 |
Senior unsecured notes | 873.5 | 678.8 |
Other borrowings | – | 4.8 |
Borrowings | 1,486.2 | 1,386.7 |
| Disclosed as: | ||
Current | 56.0 | 0.2 |
Non-current | 1,430.2 | 1,386.5 |
1,486.2 | 1,386.7 |
| Carrying amount | |||||
| 52 weeks | 52 weeks | ||||
| ended | ended | ||||
| 30 November | 1 December | ||||
| 2025 | 2024 | ||||
Facility | Inception | Coupon rate | Maturity | £m | £m |
£600m senior unsecured convertible bonds | December 2019 | 0.875% | December 2025 | 56.0 | 167.2 |
£350m senior unsecured convertible bonds | June 2020 | 0.750% | January 2027 | 334.7 | 320.8 |
£500m senior unsecured notes | October 2021 | 3.875% | October 2026 | – | 223.6 |
£250m senior unsecured convertible bonds | August 2024 | 6.250% | August 2029 | 222.0 | 215.1 |
£450m senior unsecured notes | August 2024 | 10.500% | August 2029 | 456.4 | 455.2 |
£400m senior unsecured notes | May 2025 | 11.000% | June 2030 | 417.1 | – |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
232 Ocado Group plc Annual Report and Accounts 2025
4.1 Borrowings continued
| Tender | ||||
| principal | Remaining | Tender | ||
| Prior to tender | amounts | principal | consideration | |
| Principal value of debt and tender consideration – current period | £m | £m | £m | £m |
Convertible bonds (maturing 2025) | 172.8 | 117.0 | 55.8 | 113.9 |
Senior unsecured notes (maturing 2026) | 223.6 | 169.0 | 54.6 | 166.7 |
Total | 396.4 | 286.0 | 110.4 | 280.6 |
| Tender | ||||
| principal | Remaining | Tender | ||
| Prior to tender | amounts | principal | consideration | |
| Principal value of debt and tender consideration – prior period | £m | £m | £m | £m |
Convertible bonds (maturing 2025) | 600.0 | 427.2 | 172.8 | 397.3 |
Senior unsecured notes (maturing 2026) | 500.0 | 276.3 | 223.7 | 257.0 |
Total | 1,100.0 | 703.5 | 396.5 | 654.3 |
233Ocado Group plc Annual Report and Accounts 2025
| Due in between | Due in between | ||||
| Due in less than | one and two | two and five | Due in more | ||
| one year | years | years | than five years | Total | |
| 30 November 2025 | £m | £m | £m | £m | £m |
Senior unsecured convertible bonds | 56.0 | 334.7 | 222.0 | – | 612.7 |
Senior unsecured notes | – | – | 873.5 | – | 873.5 |
Revolving credit facility | – | – | – | – | – |
Borrowings | 56.0 | 334.7 | 1,095.5 | – | 1,486.2 |
| Due in between | Due in between | ||||
| Due in less than | one and two | two and five | Due in more | ||
| one year | years | years | than five years | Total | |
| 1 December 2024 | £m | £m | £m | £m | £m |
Senior unsecured convertible bonds | – | 167.2 | 535.9 | – | 703.1 |
Senior unsecured notes | – | – | 678.8 | – | 678.8 |
Revolving credit facility | – | – | – | – | – |
Other borrowings | 0.2 | 1.1 | 0.2 | 3.3 | 4.8 |
Borrowings | 0.2 | 168.3 | 1,214.9 | 3.3 | 1,386.7 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
234 Ocado Group plc Annual Report and Accounts 2025
4.2 Movements in net debt*
Cash movements | Non-cash movements | ||||||||
| Cash flows | Interest | Net new | |||||||
| 1 December | excluding | Interest | Interest | income/ | lease | 30 November | |||
| 2024 | interest | received | paid | (charge) | liabilities | Other | 2025 | ||
| Notes | £m | £m | £m | £m | £m | £m | £m | £m | |
Cash and cash equivalents | 3.9 | 771.5 | (54.9) | 28.7 | – | – | – | (5.3) | 740.0 |
| Liabilities from financing | |||||||||
| activities: | |||||||||
Borrowings | 4.1 | (1,484.8) | (55.1) | – | 75.3 | (128.9) | – | 107.3 | (1,486.2) |
Lease liabilities | 3.4 | (486.9) | 42.9 | – | 20.7 | (20.7) | (42.4) | 184.2 | (302.2) |
Gross debt* | (1,971.7) | (12.2) | – | 96.0 | (149.6) | (42.4) | 291.5 | (1,788.4) | |
Net debt* | (1,200.2) | (67.1) | 28.7 | 96.0 | (149.6) | (42.4) | 286.2 | (1,048.4) |
Cash movements | Non-cash movements | ||||||||
| Cash flows | Interest | Net new | |||||||
| 3 December | excluding | Interest | Interest | income/ | lease | 1 December | |||
| 2023 | interest | received | paid | (charge) | liabilities | Other | 2024 | ||
| Notes | £m | £m | £m | £m | £m | £m | £m | £m | |
Cash and cash equivalents | 3.9 | 884.8 | (139.6) | 30.5 | – | – | – | (4.2) | 771.5 |
| Liabilities from financing | |||||||||
| activities: | |||||||||
Borrowings | 4.1 | (1,462.1) | (26.8) | – | 30.9 | (84.9) | – | 58.1 | (1,484.8) |
Lease liabilities | 3.4 | (497.8) | 55.7 | – | 25.0 | (25.0) | (45.0) | 0.2 | (486.9) |
Gross debt* | (1,959.9) | 28.9 | – | 55.9 | (109.9) | (45.0) | 58.3 | (1,971.7) | |
Net debt* | (1,075.1) | (110.7) | 30.5 | 55.9 | (109.9) | (45.0) | 54.1 | (1,200.2) |
* Gross debt and net debt are alternative performance measures. See Alternative Performance Measures on pages 270 and 273.
Other non-cash movements in cash and cash equivalents represent foreign exchange movements. Other non-cash movements in
borrowings include the gain on early redemption of bonds of £4.1m (FY24: £43.6m), amounts recognised in equity in relation to
the early redemption of convertible bonds of £(2.3)m (FY24: £(17.7)m) and new issuance of convertible bonds of £nil
(FY24: £37.6m) and the derecognition of £105.6m as a result of loss of control of subsidiaries in the period (£100.9m ORL and
£4.7m Jones Food Company). Other non-cash movements in lease liabilities includes foreign exchange of £(0.3)m (FY24: £0.2m)
and the derecognition of £184.5m as a result of loss of control of subsidiaries in the period.
Net debt* is calculated as cash and cash equivalents less total debt (borrowings and lease liabilities). As at 3 December 2023 and
1 December 2024, Net debt* includes cash and cash equivalents, borrowings and lease liabilities relating to the disposal group.
Balances and movements in respect of the disposal group are presented to allow reconciliation to the Consolidated Cash Flow
Statement.
235Ocado Group plc Annual Report and Accounts 2025
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
| Non-current assets | ||
Warrants | 5.5 | 3.4 |
| Current assets | ||
Warrants | 0.8 | – |
Commodity swap contracts | 0.3 | 0.1 |
| Current liabilities | ||
Commodity swap contracts | – | (0.7) |
Net derivative assets | 6.6 | 2.8 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
236 Ocado Group plc Annual Report and Accounts 2025
4.3 Derivative financial instruments continued
| Carrying amount | |||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
Investee company | Expiry date | £m | £m |
80 Acres Urban Agriculture, Inc. | September 2026 | 0.8 | 3.4 |
August 2030 | 5.5 | – | |
Warrants | 6.3 | 3.4 |
237Ocado Group plc Annual Report and Accounts 2025
| Amortised cost | FVTPL | FVTOCI | Total | ||
30 November 2025 | Notes | £m | £m | £m | £m |
| Financial assets | |||||
Other financial assets | 3.6 | 106.7 | 0.7 | 64.9 | 172.3 |
Trade receivables | 3.8 | 53.6 | – | – | 53.6 |
Other receivables and accrued income 1 | 3.8 | 35.3 | – | – | 35.3 |
Cash and cash equivalents | 3.9 | 740.0 | – | – | 740.0 |
Derivative assets | 4.3 | – | 6.6 | – | 6.6 |
Total financial assets | 935.6 | 7.3 | 64.9 | 1,007.8 | |
| Financial liabilities | |||||
Trade payables | 3.10 | (70.4) | – | – | (70.4) |
Accruals and other payables 2 | 3.10 | (79.0) | – | – | (79.0) |
Borrowings | 4.1 | (1,486.2) | – | – | (1,486.2) |
Lease liabilities | 3.4 | (302.2) | – | – | (302.2) |
Derivative liabilities | 4.3 | – | – | – | – |
Total financial liabilities | (1,937.8) | – | – | (1,937.8) |
| Amortised cost | FVTPL | FVTOCI | Total | ||
1 December 2024 | Notes | £m | £m | £m | £m |
| Financial assets | |||||
Other financial assets | 3.6 | 13.6 | – | 100.1 | 113.7 |
Trade receivables | 3.8 | 58.9 | – | – | 58.9 |
Other receivables and accrued income 1 | 3.8 | 74.2 | – | – | 74.2 |
Cash and cash equivalents | 3.9 | 732.5 | – | – | 732.5 |
Derivative assets | 4.3 | – | 3.5 | – | 3.5 |
Total financial assets | 879.2 | 3.5 | 100.1 | 982.8 | |
| Financial liabilities | |||||
Trade payables | 3.10 | (58.4) | – | – | (58.4) |
Accruals and other payables 2 | 3.10 | (73.2) | – | – | (73.2) |
Borrowings | 4.1 | (1,386.7) | – | – | (1,386.7) |
Lease liabilities | 3.4 | (311.7) | – | – | (311.7) |
Derivative liabilities | 4.3 | – | (0.7) | – | (0.7) |
Total financial liabilities | (1,830.0) | (0.7) | – | (1,830.7) |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
238 Ocado Group plc Annual Report and Accounts 2025
4.4 Financial instruments continued
30 November 2025 | 1 December 2024 | ||||
| Carrying | Carrying | ||||
| amount | Fair value | amount | Fair value | ||
| Notes | £m | £m | £m | £m | |
| Financial assets | |||||
Other financial assets | 3.6 | 172.3 | 172.3 | 113.7 | 113.7 |
Trade receivables | 3.8 | 53.6 | 53.6 | 58.9 | 58.9 |
Other receivables and accrued income 1 | 3.8 | 35.3 | 35.3 | 74.2 | 74.2 |
Cash and cash equivalents | 3.9 | 740.0 | 740.0 | 732.5 | 732.5 |
Derivative assets | 4.3 | 6.6 | 6.6 | 3.5 | 3.5 |
Total financial assets | 1,007.8 | 1,007.8 | 982.8 | 982.8 | |
| Financial liabilities | |||||
Trade payables | 3.10 | (70.4) | (70.4) | (58.4) | (58.4) |
Accruals and other payables 2 | 3.10 | (79.0) | (79.0) | (73.2) | (73.2) |
Senior unsecured notes | 4.1 | (873.5) | (873.9) | (678.8) | (667.3) |
Senior unsecured convertible bonds | 4.1 | (612.7) | (622.8) | (703.1) | (697.3) |
Other borrowings | 4.1 | – | – | (4.8) | (4.8) |
Derivative liabilities | 4.3 | – | – | (0.7) | (0.7) |
Total financial liabilities | (1,635.6) | (1,646.1) | (1,519.0) | (1,501.7) |
239Ocado Group plc Annual Report and Accounts 2025
| Level 1 | Level 2 | Level 3 | Total | ||
30 November 2025 | Notes | £m | £m | £m | £m |
| Financial assets held at fair value | |||||
Contingent consideration receivable | – | – | 0.7 | 0.7 | |
Unlisted equity investments | 3.6 | – | – | 64.9 | 64.9 |
Derivative assets | 4.3 | – | 1.1 | 5.5 | 6.6 |
Total financial assets held at fair value | – | 1.1 | 71.1 | 72.2 | |
| Financial liabilities held at fair value | |||||
Derivative liabilities | 4.3 | – | – | – | – |
Total financial liabilities held at fair value | – | – | – | – |
| Level 1 | Level 2 | Level 3 | Total | ||
1 December 2024 | Notes | £m | £m | £m | £m |
| Financial assets held at fair value | |||||
Unlisted equity investments | 3.6 | – | – | 100.1 | 100.1 |
Derivative assets | 4.3 | – | 0.1 | 3.4 | 3.5 |
Total financial assets held at fair value | – | 0.1 | 103.5 | 103.6 | |
| Financial liabilities held at fair value | |||||
Derivative liabilities | 4.3 | – | (0.7) | – | (0.7) |
Total financial liabilities held at fair value | – | (0.7) | – | (0.7) |
| Contingent | ||||||
| consideration | Unlisted equity | Loans | Derivative | |||
| receivable | investments | receivable | assets | Total | ||
| Notes | £m | £m | £m | £m | £m | |
Balance at 3 December 2023 | 29.4 | 82.7 | 0.5 | 3.3 | 115.9 | |
Recognised/(derecognised) during the period | 3.6 | – | 10.5 | (0.5) | (10.0) | – |
Cash paid/(received) | (1.6) | 10.0 | – | – | 8.4 | |
(Losses)/gains recognised in profit or loss | 2.5, 2.6 | (27.8) | – | – | 10.1 | (17.7) |
Losses recognised in other comprehensive income | 4.6 | – | (3.1) | – | – | (3.1) |
Balance at 1 December 2024 | – | 100.1 | – | 3.4 | 103.5 | |
Recognised/(derecognised) during the period | 3.6 | 0.7 | (9.5) | – | 4.3 | (4.5) |
(Losses)/gains recognised in profit or loss | 2.5, 2.6 | – | – | – | (1.2) | (1.2) |
Losses recognised in other comprehensive income | 4.6 | – | (25.6) | – | – | (25.6) |
Balance at 30 November 2025 | 0.7 | 65.0 | – | 6.5 | 72.2 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
240 Ocado Group plc Annual Report and Accounts 2025
4.4 Financial instruments continued
| Significant | |||
Description | Valuation techniques and key inputs | unobservable inputs | Sensitivity of the fair value measurement to input |
| Unlisted equity | Probability weighted expected return | • Discount rate | • An increase/decrease in the discount rate by |
| investments – | method | 30% | 5% decreases/increases the fair value by |
| Oxa Autonomy | Forecast revenue, revenue multiples, exit | • Exit date | £5.1m and £6.9m respectively. |
| date, discount rate and probabilities | • Probabilities of | • An increase/decrease in the exit date by one | |
| expected | year decreases/increases the fair value by | ||
| revenue in five | £5.2m and £4.2m respectively. | ||
| different | |||
| scenarios | |||
| Unlisted equity | Option pricing model | • Volatility 40% | • An increase/decrease in the volatility of 10% |
| investments – | Volatility, risk-free interest rate and exit date | • Exit date | increases/decreases the fair value by |
| Wayve Technologies | £0.5m. | ||
| • An increase/decrease in the exit date by one | |||
| year increases/decreases the fair value by | |||
| £0.8m and £1.4m respectively. |
241Ocado Group plc Annual Report and Accounts 2025
| Contractual cash flows | |||||||
| Due in between | Due in between | ||||||
| Carrying | Due in less than | one and two | two and five | Due in more | |||
| amount | Total | one year | years | years | than five years | ||
30 November 2025 | Notes | £m | £m | £m | £m | £m | £m |
Trade payables | 3.10 | 70.4 | 70.4 | 70.4 | – | – | – |
Accruals and other payables 1 | 3.10 | 79.0 | 79.0 | 78.2 | 0.8 | – | – |
Borrowings 2 | 4.1 | 1,486.2 | 1,986.6 | 170.3 | 458.5 | 1,357.8 | – |
Lease liabilities | 3.4 | 302.2 | 454.8 | 48.2 | 43.9 | 92.4 | 270.3 |
1,937.8 | 2,590.8 | 367.1 | 503.2 | 1,450.2 | 270.3 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
242 Ocado Group plc Annual Report and Accounts 2025
4.5 Financial risk management continued
| Contractual cash flows | |||||||
| Due in between | Due in between | ||||||
| Carrying | Due in less than | one and two | two and five | Due in more | |||
| amount | Total | one year | years | years | than five years | ||
1 December 2024 | Notes | £m | £m | £m | £m | £m | £m |
Trade payables | 3.10 | 58.4 | 58.4 | 58.4 | – | – | – |
Accruals and other payables 1 | 3.10 | 73.2 | 73.2 | 72.4 | 0.8 | – | – |
Borrowings | 4.1 | 1,386.7 | 1,787.3 | 75.7 | 471.4 | 1,240.2 | – |
Lease liabilities | 3.4 | 311.7 | 473.8 | 46.3 | 41.7 | 97.5 | 288.3 |
Derivative financial liabilities | 4.3 | 0.7 | 0.7 | 0.7 | – | – | – |
1,830.7 | 2,393.4 | 253.5 | 513.9 | 1,337.7 | 288.3 |
30 November 2025 | 1 December 2024 | |||
| Increase/ | Increase/ | Increase/ | Increase/ | |
| (decrease) | (decrease) | (decrease) | (decrease) | |
| in income | in equity | in income | in equity | |
| £m | £m | £m | £m | |
10.0% appreciation of above foreign currencies against sterling | 2.0 | – | 6.0 | – |
10.0% depreciation of above foreign currencies against sterling | (2.0) | – | (0.6) | – |
243Ocado Group plc Annual Report and Accounts 2025
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
| Fixed rate instruments | ||
Financial assets | 156.0 | 80.8 |
Financial liabilities | (1,788.3) | (1,698.4) |
| Variable rate instruments | ||
Financial assets | 690.0 | 663.5 |
Financial liabilities | – | – |
| Ordinary | Share | ||
| shares | Share capital | premium | |
| million | £m | £m | |
Balance at 3 December 2023 | 828.4 | 16.6 | 1,942.9 |
Issue of ordinary shares | 4.0 | 0.1 | 1.7 |
Allotted in respect of share option schemes | 0.9 | – | 2.9 |
Balance at 1 December 2024 | 833.3 | 16.7 | 1,947.5 |
Issue of ordinary shares | 5.2 | 0.1 | 1.4 |
Allotted in respect of share option schemes | 0.5 | – | 1.1 |
Balance at 30 November 2025 | 839.0 | 16.8 | 1,950.0 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
244 Ocado Group plc Annual Report and Accounts 2025
4.6 Share capital and reserves continued
| Other reserves | |||||||
| Reverse | Convertible | ||||||
| acquisition | bonds | Merger | Translation | Fair value | Hedging | ||
| reserve | reserve | reserve | reserve | reserve | reserve | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
Balance at 3 December 2023 | (116.2) | 184.5 | 6.2 | 5.1 | 11.1 | (0.1) | 90.6 |
Net loss arising on cash flow hedges | – | – | – | – | – | (0.5) | (0.5) |
Foreign exchange gain/(loss) on translation of foreign subsidiaries | – | – | – | (20.6) | – | – | (20.6) |
| Loss on equity investments | |||||||
designated as at fair value through other comprehensive income | – | – | – | – | (3.1) | – | (3.1) |
Tax on loss on equity investments | – | – | – | – | (3.1) | – | (3.1) |
Issue of convertible bonds | – | 37.6 | – | – | – | – | 37.6 |
| Partial redemption of convertible | |||||||
bonds | – | (17.7) | – | – | – | – | (17.7) |
Balance at 1 December 2024 | (116.2) | 204.4 | 6.2 | (15.5) | 4.9 | (0.6) | 83.2 |
Net gain arising on cash flow hedges | – | – | – | – | – | 0.9 | 0.9 |
Foreign exchange gain/(loss) on translation of foreign subsidiaries | – | – | – | (31.2) | – | – | (31.2) |
| Loss on equity investments | |||||||
designated as at fair value through other comprehensive income | – | – | – | – | (25.6) | – | (25.6) |
Tax on loss on equity investments | – | – | – | – | 12.9 | – | 12.9 |
| Transfer of investment valuation | |||||||
reserve on disposal | – | – | – | – | (9.0) | – | (9.0) |
| Partial redemption of convertible | |||||||
bonds | – | (2.3) | – | – | – | – | (2.3) |
Balance at 30 November 2025 | (116.2) | 202.1 | 6.2 | (46.7) | (16.8) | 0.3 | 28.9 |
245Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
246 Ocado Group plc Annual Report and Accounts 2025
4.7 Share options and other equity instruments continued
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Executive Share Option Scheme | (1.1) | 0.3 |
Joint Share Ownership Scheme | – | – |
Sharesave Scheme | 5.9 | 4.5 |
Share Incentive Plan | 3.0 | 2.7 |
Ocado Group Value Creation Plan | – | 2.1 |
Performance Share Plan | 2.7 | 1.4 |
Annual Incentive Plan | 6.4 | 4.4 |
Employee Share Purchase Plan | 0.6 | 0.8 |
Ocado Restricted Share Plan | 20.6 | 20.8 |
Consultant Option Plan | 0.3 | 0.3 |
Deferred Consideration Shares | 0.4 | 0.4 |
Total expense | 38.8 | 37.7 |
| Of which: | ||
Equity-settled expense | 37.6 | 37.2 |
Cash-settled expense | 1.2 | 0.5 |
Total expense | 38.8 | 37.7 |
247Ocado Group plc Annual Report and Accounts 2025
| 52 weeks ended | 52 weeks ended | |||
| 30 November 2025 | 1 December 2024 | |||
| Weighted | Weighted | |||
| Number of | average | Number of | average | |
| share | exercise | share | exercise | |
| options | price (£) | options | price (£) | |
Outstanding at beginning of period | 1,257,945 | 8.80 | 1,497,431 | 8.67 |
Granted during period | 101,250 | 3.60 | – | – |
Forfeited during period | (94,793) | 8.89 | (185,172) | 9.49 |
Exercised during period | (40,434) | 2.57 | (54,314) | 3.08 |
Outstanding at end of period | 1,223,968 | 8.56 | 1,257,945 | 8.80 |
Exercisable at end of period | 1,118,776 | 9.02 | 1,093,248 | 8.33 |
| 52 weeks | |
| ended | |
| 30 November | |
| 2025 | |
Weighted average share price | £3.60 |
Weighted average exercise price | £3.60 |
Expected volatility | 60.0% |
Weighted expected life, years | 3.0 |
Weighted average risk-free interest rate | 3.8% |
Expected dividend yield | 0.0% |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
248 Ocado Group plc Annual Report and Accounts 2025
4.7 Share options and other equity instruments continued
| 52 weeks ended | 52 weeks ended | |||
| 30 November 2025 | 1 December 2024 | |||
| Weighted | Weighted | |||
| Number of | average | Number of | average | |
| interests in | exercise price | interests in | exercise price | |
| shares | (£) | shares | (£) | |
Outstanding at beginning of period | 536,438 | 2.12 | 563,738 | 2.24 |
Exercised during period | – | – | (27,300) | 2.28 |
Outstanding at end of period | 536,438 | 2.12 | 536,438 | 2.12 |
Exercisable at end of period | 536,438 | 2.12 | 536,438 | 2.12 |
| 52 weeks ended | 52 weeks ended | |||
| 30 November 2025 | 1 December 2024 | |||
| Weighted | Weighted | |||
| Number of | average | Number of | average | |
| share | exercise | share | exercise | |
| options | price (£) | options | price (£) | |
Outstanding at beginning of period | 5,048,971 | 4.37 | 4,759,371 | 4.98 |
Granted during period | 7,817,647 | 2.21 | 3,360,234 | 4.02 |
Forfeited during period | (4,979,704) | 3.90 | (3,045,613) | 4.92 |
Exercised during period | (2,940) | 2.21 | (25,021) | 4.45 |
Outstanding at end of period | 7,883,974 | 2.53 | 5,048,971 | 4.37 |
Exercisable at end of period | 28,450 | 2.27 | 41,446 | 5.02 |
249Ocado Group plc Annual Report and Accounts 2025
| Partnership | Matching | Free | ||
| Shares | Shares | Shares | Total | |
Outstanding at 1 December 2024 | 937,033 | 132,233 | 2,756,771 | 3,826,037 |
Awarded during period | 537,889 | 76,600 | 1,417,900 | 2,032,389 |
Forfeited during period | (994) | (25,861) | (378,423) | (405,278) |
Released during period | (282,036) | (14,234) | (225,093) | (521,363) |
Outstanding at 30 November 2025 | 1,191,892 | 168,738 | 3,571,155 | 4,931,785 |
Unrestricted at 30 November 2025 | 1,191,892 | 39,810 | 753,028 | 1,984,730 |
| Partnership | Matching | Free | ||
| Shares | Shares | Shares | Total | |
Outstanding at 3 December 2023 | 706,125 | 99,510 | 1,866,812 | 2,672,447 |
Awarded during period | 410,068 | 58,248 | 1,296,221 | 1,764,537 |
Forfeited during period | – | (15,568) | (261,629) | (277,197) |
Released during period | (179,160) | (9,957) | (144,633) | (333,750) |
Outstanding at 1 December 2024 | 937,033 | 132,233 | 2,756,771 | 3,826,037 |
Unrestricted at 1 December 2024 | 937,033 | 30,751 | 548,921 | 1,516,705 |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
Outstanding at beginning of period | 2,376,505 | 1,550,109 |
Granted during period | 2,483,461 | 991,203 |
Lapsed during period | (90,899) | (27,624) |
Released during period | (273,943) | (137,183) |
Outstanding at end of period | 4,495,124 | 2,376,505 |
Vested at end of period | 239,800 | 347,944 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
250 Ocado Group plc Annual Report and Accounts 2025
4.7 Share options and other equity instruments continued
52 weeks ended 30 November 2025 | 52 weeks ended 1 December 2024 | |||||
| RSP | RSP – | |||||
| RSP | Discretionary | RSP – Free | Discretionary | |||
| Free Shares | Shares | Total | Shares | Shares | Total | |
Outstanding at beginning of period | 543,593 | 7,931,511 | 8,475,104 | 309,796 | 6,178,711 | 6,488,507 |
Granted during period | 295,743 | 7,620,730 | 7,916,473 | 313,971 | 4,747,284 | 5,061,255 |
Forfeited during period | (114,098) | (1,667,386) | (1,781,484) | (66,195) | (863,940) | (930,135) |
Released during period | (67,808) | (2,999,679) | (3,067,487) | (13,979) | (2,130,544) | (2,144,523) |
Outstanding at end of period | 657,430 | 10,885,176 | 11,542,606 | 543,593 | 7,931,511 | 8,475,104 |
Vested at the end of period | 4,094 | 36,774 | 40,868 | 1,396 | 393,050 | 394,446 |
251Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
Outstanding at beginning of period | 773,602 | 465,000 |
Granted during period | 50,000 | 510,327 |
Forfeited during period | – | (201,725) |
Outstanding at end of the period | 823,602 | 773,602 |
Exercisable at end of period | 263,275 | 263,275 |
| 30 November | 1 December | |
| 2025 | 2024 | |
Date of grant | 28 March 2025 | 16 May 2024 |
Share price at grant | £2.94 | £3.60 |
Exercise price | Nil | Nil |
Expected volatility | 60.0% | 60.0% |
Expected life, years | 3.0 | 3.0 |
Risk-free interest rate | 4.04% | 4.15% |
Expected dividend yield | 0.0% | 0.0% |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
252 Ocado Group plc Annual Report and Accounts 2025
4.7 Share options and other equity instruments continued
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
Outstanding at beginning of period | 7,711,500 | – |
Granted during period | 6,633,681 | 7,711,500 |
Forfeited during period | (65,814) | – |
Outstanding at end of the period | 14,279,367 | 7,711,500 |
Exercisable at end of period | – | – |
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
Total facilities available | 1,805.8 | 1,751.1 | |
Facilities drawn down | (1,505.8) | (1,451.1) | |
Undrawn facilities | 300.0 | 300.0 | |
Cash and cash equivalents | 3.9 | 740.0 | 732.5 |
Undrawn facilities and cash and cash equivalents | 1,040.0 | 1,032.5 |
253Ocado Group plc Annual Report and Accounts 2025
4.9 Cash generated from operations
A reconciliation from profit/(loss) before tax to cash generated from operations is as follows:
| 52 weeks | 52 weeks | ||
| ended | ended | ||
| 30 November | 1 December | ||
| 2025 | 2024 | ||
| Notes | £m | £m | |
| Cash flows from operating activities | |||
Profit/(loss) before tax | 409.7 | (374.5) | |
| Adjustments for: | |||
• Revenue recognised from long-term contracts | 2.1 | (97.3) | (34.7) |
• Depreciation, amortisation and impairment losses | 2.3 | 417.3 | 465.5 |
• Property, plant and equipment write-off | – | 0.2 | |
• (Gain)/loss on disposal of property, plant & equipment | (0.1) | 1.0 | |
• Gain on deconsolidation of Ocado Retail | 2.5 | (782.6) | – |
• Loss on deconsolidation of Jones Food Company | 2.5 | 23.0 | – |
• Litigation settlement income and interest unwind | 2.5 | (2.1) | (11.4) |
• Other non-cash adjusting items | 2.5 | – | 15.4 |
• Share of results of joint venture and associate | 3.5 | 13.5 | (0.3) |
• Movement of provisions | 15.2 | 1.3 | |
• Net finance cost 1 | 2.6 | 114.1 | 28.7 |
• Share-based payments charge | 4.7 | 38.8 | 37.2 |
| Changes in working capital | |||
• Cash received from contract liabilities (upfront fees) | 65.0 | 97.8 | |
• Cash received from Kroger letter of credit | 113.4 | – | |
• Movement of inventories | (1.7) | 0.3 | |
• Movement of trade and other receivables | 34.3 | 16.5 | |
• Movement of trade and other payables | 21.8 | (10.5) | |
Cash generated from operations | 382.3 | 232.5 |
1. Excludes £2.1m (FY24: £11.4m) interest unwind on AutoStore litigation settlement, which is included within litigation settlement income and interest unwind.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
254 Ocado Group plc Annual Report and Accounts 2025
Section 5 – Other notes
| % of share | ||||
Name | Country of incorporation | Principal activity | Share class | capital held |
Haddington Dynamics II LLC | United States of America 2 | Technology | Ordinary shares | 100.0% |
JLJ Rentco Ltd | United Kingdom 4 | Non-trading company | Ordinary shares | 63.6% |
| Non-trading company | ||||
Jones Food Company Limited | United Kingdom 4 | (in administration) | Ordinary shares | 63.6% |
| Non-trading company | ||||
Karakuri Limited | United Kingdom 5 | (in administration) | Preference shares 26.3% | |
Kindred Inc. | United States of America 2 | Technology | Ordinary shares | 100.0% |
Kindred Systems II Inc. † | Canada 6 | Holding company | Ordinary shares | 100.0% |
Last Mile Technology Limited | United Kingdom 3 | Non-trading company | Ordinary shares | 100.0% |
MHE JVCo Limited | United Kingdom 3 | Leasing | “B” shares | 50.0% |
Myrmex Inc | United States of America 2 | Technology | Ordinary shares | 100% |
O’Logistics SAS | France 7 | Business services | Ordinary shares | 50.0% |
Ocado Bulgaria EOOD | Bulgaria 8 | Technology | Ordinary shares | 100.0% |
Ocado Central Services Limited | United Kingdom 3 | Business services | Ordinary shares | 100.0% |
Ocado Holdings Limited † | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Innovation Limited † | United Kingdom 3 | Technology | Ordinary shares | 100.0% |
Ocado Intelligent Automation Limited † | United Kingdom 3 | Business services | Ordinary shares | 100.0% |
Ocado Operating Limited | United Kingdom 3 | Logistics and distribution | Ordinary shares | 100.0% |
Ocado Polska Sp. z o.o. | Poland 9 | Technology | Ordinary shares | 100.0% |
Ocado Retail Limited | United Kingdom 10 | Retail | Ordinary shares | 50.0% |
Ocado Solutions Australia Pty Limited | Australia 11 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Canada Inc. | Canada 12 | Business services | Ordinary shares | 100.0% |
Ocado Solutions France SAS | France 13 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Japan K.K. | Japan 14 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Korea Limited | South Korea 15 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Limited † | United Kingdom 3 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Polska sp z.o.o. | Poland 16 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Spain S.L. | Spain 17 | Business services | Ordinary shares | 100.0% |
Ocado Solutions Sweden AB | Sweden 18 | Business services | Ordinary shares | 100.0% |
Ocado Solutions (US) ProCo LLC | United States of America 2 | Business services | Ordinary shares | 100.0% |
Ocado Solutions USA Inc. | United States of America 2 | Business services | Ordinary shares | 100.0% |
Ocado Spain S.L.U. | Spain 17 | Technology | Ordinary shares | 100.0% |
Ocado Sweden AB | Sweden 19 | Technology | Ordinary shares | 100.0% |
Ocado US Holdings Inc. † | United States of America 2 | Holding company | Ordinary shares | 100.0% |
255Ocado Group plc Annual Report and Accounts 2025
| % of share | ||||
Name | Country of incorporation | Principal activity | Share class | capital held |
Ocado Ventures Holdings Limited † | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (80 Acres) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (Inkbit) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (JFC) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (Karakuri) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (Myrmex) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (Oxbotica) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Ocado Ventures (Wayve) Limited | United Kingdom 3 | Holding company | Ordinary shares | 100.0% |
Oxford US LLC | United States of America 2 | Non-trading company | Ordinary shares | 100.0% |
6 River Systems LLC | United States of America 2 | Technology | Ordinary shares | 100.0% |
6 River Systems Ltd | United Kingdom 3 | Non-trading company | Ordinary shares | 100.0% |
| Non-trading company | ||||
6 River Systems GmbH | Germany 1 | (in liquidation) | Ordinary shares | 100.0% |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
256 Ocado Group plc Annual Report and Accounts 2025
| 30 November | 1 December | ||
| 2025 | 2024 | ||
Name | Country of incorporation 1 | % | % |
Ocado Retail Limited (“ORL”) | United Kingdom | n/a | 50.0% |
Jones Food Company Limited (“JFC”) | United Kingdom | n/a | 45.4% |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Property, plant and equipment | 93.9 | 179.3 |
Internally generated intangibles | 8.4 | – |
Capital commitments | 102.3 | 179.3 |
257Ocado Group plc Annual Report and Accounts 2025
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Salaries and other short-term employee benefits | 4.1 | 3.8 |
Post-employment benefits | 0.1 | 0.1 |
Share-based payments | 2.7 | 3.2 |
Aggregate emoluments | 6.9 | 7.1 |
| 52 weeks | 52 weeks | |
| ended | ended | |
| 30 November | 1 December | |
| 2025 | 2024 | |
| £m | £m | |
Dividend received from MHE JVCo | 0.8 | 2.8 |
Reimbursement of supplier invoices paid on behalf of MHE JVCo | 1.5 | 1.4 |
Lease liability additions of assets from MHE JVCo | 0.7 | 1.2 |
Capital element of lease liability instalments paid to MHE JVCo | 2.1 | 5.6 |
Capital element of lease liability instalments due to MHE JVCo | 0.2 | 0.2 |
Interest element of lease liability instalments accrued or paid to MHE JVCo | 0.9 | 1.0 |
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
258 Ocado Group plc Annual Report and Accounts 2025
5.4 Related party transactions continued
| 34 weeks | |
| ended | |
| 30 November | |
| 2025 | |
| £m | |
Sales of goods and services | 551.1 |
Purchases of goods and services | 2.0 |
Interest income charged on loans due from ORL | 5.1 |
Interest income charged on net investment in leases | 9.5 |
Amounts received in relation to net investment in leases | 10.2 |
Revenue recognised on CFC upfront design fees (contract liabilities) | (2.2) |
259Ocado Group plc Annual Report and Accounts 2025
5.5 Post-Balance Sheet events
Update on Kroger Partnership
On 18 November 2025, The Kroger Co. (“Kroger”) announced plans to optimise its Customer Fulfilment Centers (“CFCs”) network,
resulting in the closure of three operational CFCs in January 2026.
Subsequently on 5 December 2025, the Group announced that it had entered into a settlement agreement with Kroger under
which Kroger would make a one-off cash payment of US$350.0m to compensate Ocado following Kroger’s decision to close the
three CFCs in January 2026, and not to proceed with the CFC in Charlotte, North Carolina. The payment was received by the
Group on 30 January 2026.
The payment will be accounted for as variable consideration, allocated to the relevant CFCs, and recognised as revenue in FY26,
to the extent it is highly probable that a significant reversal of revenue will not occur.
The closure of the three live sites will reduce the Group’s fee revenue in FY26 by c.$50.0m. The decision to not proceed with the
CFC in Charlotte, North Carolina, will result in the Group recognising revenue of c.£19.0m on the release of contract liabilities
currently held on the balance sheet and recognising an impairment in relation to Property, Plant and Equipment of c.£25.0m in
FY26.
Update on Sobeys Partnership
On 29 January 2026, the Group announced that, following an assessment of e-commerce demand in key markets, Sobeys had
decided to close its CFC in Calgary, Alberta. The Group received compensation of £18.5m for the closure of the CFC on
2 February 2026.
The compensation will be accounted for as variable consideration and recognised as revenue in FY26.
The closure of the CFC is expected to reduce the Group’s fee revenue by c.£7m in FY26.
Update on Wayve
On 25 February 2026, Wayve Technologies announced it had raised $1.2 billion in a Series D investment round, bringing its
post-money valuation to $8.6 billion. Whilst the Group has not undertaken a fair value assessment in relation to this change, it is
expected to result in a material increase in carrying value of the Group’s investment in Wayve.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Consolidated Financial Statements continued
260 Ocado Group plc Annual Report and Accounts 2025
Company Balance Sheet
as at 30 November 2025
Notes
30 November
2025
£m
1 December
2024
£m
Non-current assets
Investments 3.1 750.1 790.0
Amounts due from subsidiaries 3.2 3,055.6 3,127.4
3,805.7 3,917.4
Current assets
Other receivables 2.7 4.0
Cash and cash equivalents 3.3 0.2 0.4
2.9 4.4
Total assets 3,808.6 3,921.8
Current liabilities
Trade and other payables 3.4 (23.1) (24.9)
Provisions 3.5 – (0.8)
Borrowings 4.1 (56.0) –
(79.1) (25.7)
Net current liabilities (76.2) (21.3)
Non-current liabilities
Provisions 3.5 – (1.0)
Borrowings 4.1 (1,430.2) (1,381.9)
(1,430.2) (1,382.9)
Net assets 2,299.3 2,513.2
Equity
Share capital 4.2 16.8 16.7
Share premium 4.2 1,950.0 1,947.5
Merger reserve 6.2 6.2
Convertible bonds reserve 202.1 204.4
Retained earnings 124.2 338.4
Total equity 2,299.3 2,513.2
The Company’s loss for the period was £251.8 m (FY24: £45.3m).
The notes on pages 262 to 268 form part of these Financial Statements.
The Company Financial Statements on pages 260 to 268 were authorised for issue by the Board of Directors and signed on its
behalf by:
Tim Steiner Stephen Daintith
Chief Executive Officer Chief Financial Officer
Ocado Group plc
Company number: 07098618 (England and Wales)
26 February 2026
261Ocado Group plc Annual Report and Accounts 2025
Company Statement of Changes in Equity
for the 52 weeks ended 30 November 2025
Notes
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Convertible
bonds
reserve
£m
Retained
earnings
£m
Total
£m
Balance at 3 December 2023 16.6 1,942.9 6.2 184.5 346.5 2,496.7
Loss for the period (45.3) (45.3)
Total comprehensive expense for the period – – – – (45.3) (45.3)
Transactions with owners
– Issue of ordinary shares 4.2 0.1 1.7 – – – 1.8
– Allotted in respect of share option schemes 4.2 – 2.9 – – – 2.9
– Share-based payments charge 2.2 – – – – 37.2 37.2
– Partial redemption of convertible bonds 4.1 – – – (17.7) – (17.7)
– Issue of convertible bonds 4.1 – – – 37.6 – 37.6
Total transactions with owners 0.1 4.6 – 19.9 37.2 61.8
Balance at 1 December 2024 16.7 1,947.5 6.2 204.4 338.4 2,513.2
Loss for the period – – – – (251.8) (251.8)
Total comprehensive expense for the period – – – – (251.8) (251.8)
Transactions with owners
– Issue of ordinary shares 4.2 0.1 1.4 – – – 1.5
– Allotted in respect of share option schemes 4.2 – 1.1 – – – 1.1
– Share-based payments charge 2.2 – – – – 37.6 37.6
– Partial redemption of convertible bonds 4.1 – – – (2.3) – (2.3)
Total transactions with owners 0.1 2.5 – (2.3) 37.6 37.9
Balance at 30 November 2025 16.8 1,950.0 6.2 202.1 124.2 2,299.3
The notes on pages 262 to 268 form part of these Financial Statements.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Company Financial Statements continued
262 Ocado Group plc Annual Report and Accounts 2025
Notes to the Company Financial Statements
for the 52 weeks ended 30 November 2025
Section 1 – Basis of preparation
1.1 General information
Ocado Group plc (“Company”) is incorporated in the United Kingdom and registered in England and Wales. The Company is the
parent and the ultimate parent of the Group. The address of its registered office is Buildings One & Two Trident Place, Mosquito
Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL. The financial period represents the 52 weeks ended 30 November 2025.
The prior financial period represents the 52 weeks ended 1 December 2024.
1.2 Basis of preparation
The Company meets the definition of a qualifying entity under FRS 100 “Application of Financial Reporting Requirements” issued
by the Financial Reporting Council (“FRC”). Accordingly, these Financial Statements are prepared in accordance with FRS 101 and
the Companies Act 2006 (the “Act”) for all periods presented.
The Financial Statements are presented in pounds sterling, rounded to the nearest hundred thousand unless otherwise stated.
They have been prepared under the historical cost convention, except for certain financial instruments and share-based
payments that have been measured at fair value.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation
to financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation
of a cash flow statement, impairment of assets, share-based payments and related party transactions. The Company has also
taken advantage of the exemption in relation to disclosure of the possible impact of the application of a new IFRS that has been
issued but is not yet effective. Where required, equivalent disclosures are given in the Consolidated Financial Statements of the
Group.
The Directors consider it appropriate to adopt the going concern basis of accounting in preparing the Financial Statements of the
Company. Further details of the Group’s considerations are provided in the Group Viability Statement and Going Concern and
Viability Statements on page 95.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented
an income statement or a statement of comprehensive income for the Company alone.
New standards, amendments and interpretations adopted by the Company
The Company has considered the following new standards, interpretations and amendments to published standards that are
effective for the Company for the period beginning 2 December 2024, and concluded either that they are not relevant to the
Company or that they would not have a significant effect on the Company’s Financial Statements other than on disclosures:
Effective date
IAS 1 Non-current Liabilities with Covenants (amendments) 1 January 2024
IAS 1 Classification of liabilities as Current or Non-current 1 January 2024
IFRS 7 Financial Instruments:
Disclosures – Supplier Finance Arrangements
(amendments) 1 January 2024
IFRS 16 Lease Liability in a Sale and Leaseback (amendments) 1 January 2024
263Ocado Group plc Annual Report and Accounts 2025
New standards, amendments and interpretations not yet adopted by the Company
The following new standards, interpretations and amendments to published standards and interpretations that are relevant to the
Company have been issued but are not effective for the period beginning 2 December 2024, and have not been adopted early:
Effective date
IAS 21
Lack of Exchangeability –
The Effects of Changes in Foreign Exchange Rates
(amendments) 1 January 2025
IFRS 7 Classification and Measurement of Financial Instruments (amendments) 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Accounting policies
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions or, where items are remeasured, at the dates of the remeasurements. Foreign exchange gains or losses resulting
from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies, are recognised in the Income Statement.
Income tax
Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income
or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the expected tax payable on the taxable income for the period, calculated using tax rates enacted by the reporting
date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to
the tax authorities.
Share-based payments
The issuance by the Company to its subsidiaries of a grant over the Company’s shares, represents additional capital contributions
by the Company in its subsidiaries. An additional investment in subsidiaries results in a corresponding increase in shareholders’
equity. The additional capital contribution is based on the fair value of the grant issued, allocated over the underlying grant’s
vesting period.
1.3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Company’s Financial Statements requires the use of certain judgements, estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses. Judgements and estimates are evaluated regularly, and
represent management’s best estimates based on historical experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances. However, events or actions may mean that actual results ultimately
differ from those estimates, and the differences may be material.
Critical accounting judgements
Critical accounting judgements are those that the Company has made in the process of applying the Company’s accounting
policies and that have the most significant effect on the amounts recognised in the Financial Statements.
There are no critical accounting judgements noted for the period.
Key estimation uncertainties
Key areas of estimation uncertainty are the key assumptions concerning the future and other data points at the reporting date that
may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next period.
Amounts due from subsidiaries
The Company uses estimates of future cash flows in assessing whether amounts due from subsidiaries are impaired. The
Company performed an impairment review as at the reporting date and has recognised a provision for expected credit losses
of £75.0m (FY24: £15.0M) in the current year. The £75.0m ECL provision from the prior period remains as at the reporting date.
A decrease in estimate of future cash inflows could lead to a material reduction in carrying value within the next 12 months.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Company Financial Statements continued
264 Ocado Group plc Annual Report and Accounts 2025
Section 2 – Results for the period
2.1 Operating results
During the period, the Company obtained audit services from its auditor, Deloitte LLP, amounting to £0.1m (FY24: £0.1m).
2.2 Employee information
The Company does not incur direct staff costs as the Group’s employees are employed by its subsidiaries.
For information on share-based payments, refer to Note 4.7 of the Consolidated Financial Statements.
Section 3 – Assets and liabilities
3.1 Investments
Accounting policies
Investments in subsidiaries are carried at cost, less any impairment in value. Where the recoverable amount of an investment is
less than its carrying amount, impairment is recognised. Impairment reviews are undertaken whenever there is an indication of
impairment, and at least once a year.
30 November 2025 1 December 2024
Cost
£m
Impairment
£m
Total
£m
Cost
£m
Impairment
£m
Total
£m
Opening investments 923.4 (133.4) 790.0 885.9 – 885.9
Impairment – (78.5) (78.5) – (133.4) (133.4)
Contributions to subsidiaries in respect of
share-based payments 38.6 – 38.6 37.5 – 3 7.5
Closing investments 962.0 (211.9) 750.1 923.4 (133.4) 790.0
At the reporting date, the Company’s net assets exceeded its market capitalisation, which was considered an indicator of
impairment. Accordingly, management performed an impairment assessment. During the period, the Company recognised total
impairment losses of £78.5m, of which £69.6m relates to the investment in Kindred Systems II Inc., which was written down to
£nil.
In the prior period, the Company recognised a total impairment loss of £133.4m on its investment in Haddington Dynamics Inc
(£13.8m), Ocado Finco 1 Limited (£86.3m) and Ocado Finco 2 Limited (£33.3m). Each of the investments had been written down
to £nil.
A list of subsidiaries held by the Company is disclosed in Note 5.1 to the Consolidated Financial Statements.
Share-based payments relating to awards to employees are recognised as a capital contribution in the Company with the relating
expense recognised within the relevant subsidiary, in accordance with IFRS 2 “Share-based Payment”. For details of the share-
based payments that have increased the Company’s investments, see Note 4.7 to the Consolidated Financial Statements.
3.2 Amounts due from subsidiaries
Accounting policies
Amounts due from subsidiaries are stated at amortised cost less provision for expected credit losses. These balances are
considered low credit risk and therefore, the Company measures the provision at an amount equal to 12-month expected credit
losses.
30 November
2025
£m
1 December
2024
£m
Amounts due from subsidiaries, net of expected credit losses 3,055.6 3,127.4
265Ocado Group plc Annual Report and Accounts 2025
During the period, the Company has recognised a further £75.0m expected credit loss (FY24: £15.0m). The £25.0m ECL provision
from the prior period remains as at the reporting date.
The amounts due from subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand. Whilst the
amount is repayable on demand, no expectation exists that the balance will be recovered within 12 months of the period end date
and as such has been classified as non-current.
3.3 Cash and cash equivalents
Accounting policies
Cash and cash equivalents comprise cash at bank and in hand and are classified as current assets on the Balance Sheet. The
carrying amount of these assets approximates to their fair value.
30 November
2025
£m
1 December
2024
£m
Cash at bank and in hand 0.2 0.4
Cash and cash equivalents 0.2 0.4
3.4 Trade and other payables
Accounting policies
Trade and other payables are initially recognised at their transaction price, which is deemed to equal their fair value, and
subsequently at amortised cost, using the effective interest method.
30 November
2025
£m
1 December
2024
£m
Amounts due to subsidiaries 18.2 18.2
Accruals and other payables 4.9 6.7
Trade and other payables 23.1 24.9
Amounts due to subsidiaries are unsecured, generally interest free, have no fixed date of repayment and are repayable on
demand. As such, these balances have been recorded as current.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Company Financial Statements continued
266 Ocado Group plc Annual Report and Accounts 2025
3.5 Provisions
Accounting policies
Employee incentive schemes
Provisions for employee incentive schemes relate to employer social security contributions on taxable equity-settled schemes.
For all unapproved schemes, the Company is liable to pay employer social security contributions upon exercise of the share
awards.
Taxable schemes are the unapproved Executive Share Option Scheme (“ESOS”), the Ocado Group Value Creation Plan (“VCP”),
the Long-Term Operating Plan, the Annual Incentive Plan (“AIP”) and the Restricted Share Plan (“RSP”). For more details on these
schemes, refer to Note 4.7 of the Consolidated Financial Statements.
Employee
incentive
schemes
£m
Balance at 3 December 2023 2.3
Charged to Income Statement
– Additional provision 0.9
– Unused amounts reversed (0.6)
Used during period (0.8)
Balance at 1 December 2024 1.8
Reclassification
1
(1.8)
Balance at 30 November 2025 –
1 During the period, the employee incentive schemes provision has been reclassified to accrued liabilities within trade and other payables.
Provisions for employee incentive schemes as at 1 December 2024 can be analysed as follows:
£m
Current 0.8
Non-current 1.0
1.8
267Ocado Group plc Annual Report and Accounts 2025
Section 4 – Capital structure and financing costs
4.1 Borrowings
Carrying amount
Facility Inception Coupon rate Maturity
30 November
2025
£m
1 December
2024
£m
£600m senior unsecured convertible bonds December 2019 0.875% December 2025 56.0 167.2
£350m senior unsecured convertible bonds June 2020 0.750% January 2027 334.7 320.8
£500m senior unsecured notes October 2021 3.875% October 2026 – 223.6
£250m senior unsecured convertible bonds August 2024 6.250% August 2029 222.0 215.1
£450m senior unsecured notes August 2024 10.500% August 2029 456.4 455.2
£400m senior unsecured notes May 2025 11.000% June 2030 417.1 –
Borrowings 1,486.2 1,381.9
Disclosed as:
Current 56.0 –
Non-current 1,430.2 1,381.9
1,486.2 1,381.9
Please refer to Note 4.1 and Note 4.2 of the Consolidated Financial Statements for details.
4.2 Share capital and premium
Accounting policies
Refer to Note 4.6 of the Consolidated Financial Statements. The movements in called-up share capital and share premium are set
out below:
Ordinary
shares
million
Share capital
£m
Share
premium
£m
Balance at 3 December 2023 828.4 16.6 1,942.9
Issue of ordinary shares 4.0 0.1 1.7
Allotted in respect of share option schemes 0.9 – 2.9
Balance at 1 December 2024 833.3 16.7 1,947.5
Issue of ordinary shares 5.2 0.1 1.4
Allotted in respect of share option schemes 0.5 – 1.1
Balance at 30 November 2025 839.0 16.8 1,950.0
4.3 Capital management
The Board’s objectives and policies for the Company are consistent with those of the Group. Full details are provided in Note 4.8
to the Consolidated Financial Statements.
Financial Statements
Additional Information
Strategic Report Governance
Notes to the Company Financial Statements continued
268 Ocado Group plc Annual Report and Accounts 2025
Section 5 – Other notes
5.1 Related party transactions
Key management personnel
Only members of the Board (the Executive and Non-Executive Directors) are recognised as being key management personnel. It
is the Board that has responsibility for planning, directing and controlling the activities of the Company. The Executive and
Non-Executive Directors did not receive any remuneration for their services to the Company.
Directors’ interests in ordinary shares of the Company are disclosed in the Directors’ Remuneration Report on page 133.
During the period, there were no transactions between the Company and its key management personnel or members of their
close family. At the reporting date, key management personnel did not owe the Company any amounts.
Subsidiaries
The entity has taken advantage of the exemption permitted by FRS 101 not to disclose related party transactions with entities that
are wholly owned by the Company.
5.2 Post-Balance Sheet events
There have been no post-balance sheet events requiring disclosure in these Financial Statements.
Additional Information
270 Alternative Performance Measures
274 Five-Year Summary
275 Non-financial basis of reporting
278 Independent Limited Assurance Report
280 Glossary
284 Shareholder Information
269Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
270 Ocado Group plc Annual Report and Accounts 2025
Alternative Performance Measures
The Group assesses its performance using a variety of alternative performance measures (“APMs”), which are not defined under
IFRS and are, therefore, termed “non-GAAP” measures. These measures provide additional useful information on the underlying
trends, performance and position of the Group. The APMs used are:
• Adjusting items;
• Adjusted EBITDA;
• Adjusted EBITDA margin;
• Adjusted EPS;
• Gross debt and external gross debt;
• Net debt;
• Pro-forma income statement and cash flow statement;
• Underlying cash flow.
Definitions of these APMs, together with reconciliations of these APMs with the nearest measures prepared in accordance with
IFRS are presented below. The APMs used may not be directly comparable with similarly titled measures used by other
companies.
Adjusting items
The Consolidated Income Statement separately identifies trading results before adjusting items. Adjusting items are items that
are considered to be significant due to their size/nature, not in the normal course of business or are consistent with items that
were treated as adjusting in the prior periods or that may span multiple financial periods. They have been classified separately in
order to draw them to the attention of the readers of the Financial Statements, and facilitate comparison with prior periods to
assess trends in the financial performance more readily.
The Directors believe that presentation of the Group’s results in this way is important for understanding the Group’s financial
performance. This presentation is consistent with the way that financial performance is measured by management and reported
to the Board.
The Group applies judgement in identifying items of income and expense that are recognised as adjusting to help provide an
indication of the Group’s underlying business. In determining whether an event or transaction is adjusting in nature, management
considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.
Examples of items that the Group considers adjusting include corporate reorganisations, material litigation, and any other material
costs outside of the normal course of business as determined by management.
The Group has adopted a three-columned approach to the Consolidated Income Statement to aid clarity and allow users of the
Financial Statements to understand more easily the performance of the underlying business and the effect of adjusting items.
Adjusting items are disclosed in Note 2.5 to the Consolidated Financial Statements.
Adjusted EBITDA
In addition to measuring its financial performance based on operating profit, the Group measures performance based on Adjusted
EBITDA. The Group has reviewed its definition of adjusted EBITDA in light of the deconsolidation of ORL and has amended the
definition to be the Group’s earnings before depreciation, amortisation, impairment, net finance cost, taxation, share of profit/loss
of joint ventures and associates, adjusting items and excluding the results of discontinued operations. EBITDA is a common
measure used by investors and analysts to evaluate the operating financial performance of companies.
The Group considers Adjusted EBITDA to be a useful measure of its operating performance because it approximates the
underlying operating cash flow by eliminating depreciation and amortisation. Adjusted EBITDA is not a direct measure of liquidity,
which is shown by the Consolidated Statement of Cash Flows, and needs to be considered in the context of the Group’s financial
commitments.
271Ocado Group plc Annual Report and Accounts 2025
Adjusted EBITDA reconciliation
Notes
52 weeks
ended
30 November
2025
£m
52 weeks
ended
1 December
2024
£m
Operating loss before results of joint venture and associate (257.7) (336.9)
Adjustments for:
Adjusting items
1
2.5 24.3 34.7
Amortisation of intangible assets 3.2 125.0 145.9
Impairment of intangible assets 3.2 11.3 5.9
Depreciation of property, plant and equipment 3.3 218.5 195.6
Impairment of property, plant and equipment 3.3 27.3 36.8
Depreciation of right-of-use assets 3.4 29.3 28.7
Impairment of right-of-use-assets 3.4 – 1.0
Adjusted EBITDA 178.0 111.7
1 Adjustingitemsincludea£4.7m(FY24:£nil)impairmentchargeongoodwillasaresultofthelossofcontrolofJFCand£nil(FY24:£1.6m)impairmentchargesinrespectof
property, plant and equipment.
The financial performance of the Group’s segments is measured based on adjusted EBITDA, as reported internally.
A reconciliation of the adjusted EBITDA of the Group with the adjusted EBITDA by segment is disclosed in Note 2.2
of the Consolidated Financial Statements.
Adjusted EBITDA margin
Adjusted EBITDA margin is calculated as the adjusted EBITDA divided by revenues.
Adjusted EBT
Adjusted EBT is calculated as earnings before tax and adjusting items.
Adjusted EPS
Adjusted EPS is calculated as earnings after tax attributable to owners of the Group before adjusting items divided by the
weighted average number of shares on issue for the relevant financial period. This measure is reported as it is one of the metrics
contained within the Group’s Performance Share Plan (“PSP”). A reconciliation of Adjusted EPS to basic EPS is presented in Note
2.8.
Gross debt and external gross debt
Gross debt is calculated as borrowings and lease liabilities as disclosed in Note 4.2 of the Consolidated Financial Statements.
External gross debt is calculated as gross debt less lease liabilities payable to joint ventures of the Group. External gross debt is a
measure of the Group’s indebtedness to third parties which are not considered related parties of the Group.
A reconciliation of gross debt with external gross debt is set out below:
Notes
30 November
2025
£m
1 December
2024
£m
Gross debt 4.2 1,788.4 1,971.7
Lease liabilities payable to joint ventures 3.4 (11.0) (12.4)
External gross debt 1,777.4 1,959.3
Financial Statements
Additional Information
Strategic Report Governance
Alternative Performance Measures continued
272 Ocado Group plc Annual Report and Accounts 2025
Net debt
Net debt is calculated as cash and cash equivalents of the Group, less gross debt.
Net debt is a measure of the Group’s net indebtedness which provides an indicator of the overall strength of the Consolidated
Balance Sheet. It is also a single measure that can be used to assess the combined effect of the Group’s cash position and its
indebtedness.
The most directly comparable IFRS measure is the aggregate of borrowings and lease liabilities (current and non-current) and
cash and cash equivalents. A reconciliation of these measures with net debt can be found in Note 4.2 to the Consolidated
Financial Statements.
Pro-forma income statement and cash flow
Pro-forma financial information presents the results of the Group as if ORL had been equity accounted for the entirety of the
relevant financial period and is presented to aid users in understanding the Group’s underlying financial performance for
continuingoperations(TechnologySolutionsandLogistics)andtoenableconsistentcomparisonofcurrentandhistoricalresults.
The income statement and cash flow statement for FY25 and FY24 have been re-presented as if ORL had been equity accounted
from the start of the financial period. This APM replaces the Total Group metric used in FY24, which presented the results of the
Group including discontinued operations to provide a comparison to historical performance on a consistent basis.
Pro-forma income statement
FY25
as reported
(pre-adjusting
items)
£m
Pro-forma
adjustments
1
£m
FY25
pro-forma
£m
FY24
as reported
(pre-adjusting
items)
£m
Pro-forma
adjustments
1
£m
FY24
pro-forma
£m
Revenue 1,361.5 – 1,361.5 1,214.5 – 1,214.5
Operating costs
2
(1,594.9) – (1,594.9) (1,516.7) – (1,516.7)
Operating loss before results of joint
venture and associate (233.4) – (233.4) (302.2) – (302.2)
Share of results of joint venture and
associate (8.0) (5.5) (13.5) 0.3 (24.3) (24.0)
Operating loss (241.4) (5.5) (246.9) (301.9) (24.3) (326.2)
Finance income 39.4 6.3 45.7 30.4 19.1 49.6
Finance costs (146.7) – (146.7) (98.6) – (98.6)
Other finance gains and losses (5.3) 0.1 (5.2) 10.0 – 10.0
(Loss)/profit before tax (354.0) 0.9 (353.1) (360.1) (5.2) (365.2)
1 Pro-forma adjustments made to reflect the accounting treatment of ORL as an investment in associate include:
• showing the Group’s 50% share of the results of ORL (before adjusting items) in the Share of results of joint venture and associate for the full accounting period;
• reflecting loan interest receivable on the shareholder loan between the Group and ORL in finance income rather than being eliminated on consolidation;
• reflecting interest income from net investment in leases for assets leased from Ocado Group to ORL in finance income rather than being eliminated on consolidation; and
• reflecting the Group’s 50% share of ORL’s adjusting items for the full accounting period (rather than as fully consolidated whilst under Ocado Group control).
2 Operatingcostsincludedepreciationandamortisationof£411.4m(FY24:£413.9m).
273Ocado Group plc Annual Report and Accounts 2025
Pro-forma cash flow
£m
FY25
as reported
Pro-forma
adjustments
FY25
pro-forma
FY24
as reported
Pro-forma
adjustments
FY24
pro-forma
Adjusted EBITDA
1
199.8 (21.7) 178.0 153.0 (41.3) 111.7
Cash received from contract liabilities
(upfront fees) 65.0 – 65.0 97.8 1.4 99.2
Proceeds from letter of credit 113.4 – 113.4 – – –
Other working capital movements
2
54.4 (33.9) 20.5 6.3 11.3 17.6
Finance costs paid (96.0) 3.4 (92.6) (55.9) 9.7 (46.2)
Corporation taxation paid (3.0) – (3.0) (7.7) – (7.7)
Adjusting items
3
31.4 5.6 37.0 70.8 12.3 83.1
Other non-cash items
4
(23.3) (7.1) (30.4) 4.6 (9.8) (5.2)
Operating cash flow 341.6 (53.7) 287.9 268.9 (16.4) 252.5
Capital expenditure (378.3) 5.0 (373.3) (399.4) 6.0 (393.4)
Dividend from joint venture 0.8 – 0.8 2.8 – 2.8
Net proceeds from interest-bearing loans
and borrowings
5
55.1 – 55.1 26.8 – 26.8
Repayment of lease liabilities (42.9) 9.7 (33.2) (55.7) 23.1 (32.6)
Net proceeds from share issues 2.6 – 2.6 4.6 – 4.6
Other investing and financing activities
6
63.1 9.8 72.9 42.9 24.3 67.2
Cash outflow from deconsolidation of
subsidiary (68.2) 68.2 – – – –
Movement in cash and cash equivalents
(excl. FX changes) (26.2) 39.0 12.8 (109.1) 37.0 (72.1)
Effect of changes in FX rates (5.3) – (5.3) (4.2) – (4.2)
Movement in cash and cash equivalents
(incl. FX changes) (31.5) 39.0 7.5 (113.3) 37.0 (76.3)
Cash and cash equivalents at beginning of
period 771.5 (39.0) 732.5 884.8 (76.0) 808.8
Cash and cash equivalents at end of
period 740.0 – 740.0 771.5 (39.0) 732.5
The proforma cash flow statement above is in a format consistent with the cash flow reported in the Financial Review on page 40.
Unlessotherwisenoted,thelineitemsabovecomedirectlyfromtheConsolidatedStatementofCashFlowsorNote4.9ofthe
Consolidated Financial Statements.
1. Adjusted EBITDA as reported includes discontinued operations adjusted EBITDA of £21.7m
2. Totalofmovementsininventories,tradeandotherpayablesandtradeandotherreceivablesinNote4.9
3. TotalofcashreceiptsfromAutostoresettlementandcashoutflowforFinance,HRandRetailITsystemtransformationcostsandorganisationalrestructuringcosts(Note2.5)
4. Totalofrevenuerecognisedfromlong-termcontracts,sharebasedpayments,movementinprovisionsandgain/(loss)onassetdisposalsandassetwriteoffsinNote4.9.
5. Total of proceeds from borrowings, transaction costs on issue of borrowings and repayment of borrowings in the Consolidated Cash Flow Statement
6. Totalofinterestreceived,purchase/disposalofunlistedequityinvestments,loansrepaidbyinvesteecompanies,andproceedsfromnetinvestmentinleasesinthe
Consolidated Cash Flow Statement
Underlying cash flow
Underlying cash flow is the movement in cash and cash equivalents excluding the impact of adjusting items, costs of financing,
proceeds from the disposal of assets held for sale, cash received in respect of contingent consideration, acquisition of
subsidiaries, purchase of unlisted equity investments and foreign exchange movements. A reconciliation of the movement in cash
and cash equivalents to underlying cash flow is detailed within the Financial Review.
Financial Statements
Additional Information
Strategic Report Governance
274 Ocado Group plc Annual Report and Accounts 2025
Five-Year Summary
The table below set out the five-year summary of key financial and non-financial data for the Group
52 weeks
ended
30 November
2025
£m
52 weeks
ended
1 December
2024
£m
53weeks
ended
3December
2023
£m
52 weeks
ended
27 November
2022
£m
52 weeks
ended
28 November
2021
£m
Financial data – Continuing operations¹
Revenue 1,381.7 1,214.6 1,122.1 – –
Adjusted EBITDA* 178.0 111.7 46.4 – –
Financial data – Discontinued operations¹
Revenue 767.9 1,941.4 1,702.9 – –
Adjusted EBITDA* 21.7 41.3 7.8 – –
Non-financial data
Scope 1 emissions (tCO
2
e)
2
108,631 103,947 93,293 96,386 94,912
Scope 2 emissions (market based) (tCO
2
e)
2
712 850 887 815 1,385
Total employees
3
21,367 20,261 18,869 19,744 19,347
1 Continuing operations represents Technology Solutions and Logistics. Discontinued operations represents the Retail business and related inter-segment eliminations.
2 Ocado Group has adopted the operational control approach to define our reporting boundary. Where Ocado Group does not have operational control over ORL’s activities,
emissions are excluded from our Scope 1 and 2 reporting.
3 Asat30November2025.ExcludesORLemployees.
Non-financial basis of reporting
Our non-financial reporting is calculated using an operational control boundary. Metrics have been calculated in line with the
financialreportingyearending30November2025(“FY25”),unlessotherwisestated.Weapplya5%materialitythresholdfor
restating key prior-year non-financial metrics.
Restatements during the year
Thisyear,wehavechangedourmethodologyforScope3.1and3.2emissions.Wenowrecognisespendattheinvoicedaterather
than the payment date, to provide closer alignment with the accruals basis used in our financial reporting. We have restated FY24
andFY23comparativestoalignwiththisnewmethodology.WehavealsorestatedourFY24comparativeandFY23baselinefor
Scope3emissionsper£mrevenuetoexcludeORLrevenuenowthatORLhasbeendeconsolidatedfromourfinancialreporting.
This year, we have changed our methodology for ‘% of spend with suppliers with EcoVadis Bronze medal or higher’ to include total
group procurement spend, rather than procurement spend from our Technology Operations supply chain only. We have restated
our FY24 comparative to align with this new methodology.
Independent Limited Assurance
ERM Certification and Verification Services Limited (“ERM CVS”) was engaged by the Directors of Ocado Group to provide limited
assurance,inaccordancewithISAE3000(Revised)andISAE3410forgreenhousegasemissions,forselectedmetrics.
ERMCVS’fullassurancescopeandopinioncanbefoundonpages278-279.
Metric Calculation Methodology
GHG emissions
(Scope 1, 2 & 3)
OurGHGemissionshavebeencalculatedinlinewiththeGHGProtocol:ACorporateAccountingandReporting
Standard (revised edition), developed by the World Resources Institute/World Business Council for Sustainable
Development. Ocado has selected the operational control approach to define our reporting boundary, meaning
thatGHGemissionsrelatingtoORLcontrolledactivitiesareexcludedfromtheGroupfootprint.
Refer to the Ocado Group “Basis of Reporting” document on our website at https://www.ocadogroup.com/
sustainability/policies-and-disclosures for more information relating to the methodologies, emission factors,
inclusions and exclusions.
Total energy
(MWh)
Total renewable
energy used
(MWh)
The total energy consumption metric is calculated as the sum of all energy consumed from both renewable and
non-renewable sources across the sites within our operational control boundary. All consumption volumes (e.g.
kWh, litres) are converted to a standard unit of Megawatt-hours (MWh) for aggregation. Any unit conversions are
performed based on the conversion factors published by the Department for Business Energy & Industrial
Strategy(BEIS).
Formoreinformationrelatingtoourmethodologiesforcapturingdataon:(1)Purchasedelectricity(grid-
supplied);(2)On-siteelectricity(solarpanels,anaerobicdigestion);(3)Stationarycombustion(e.g.,naturalgas
forheating,dieselusedforback-upgenerators);and(4)Mobilecombustion(e.g.,diesel,petrol,CNG-
biomethane blend for fleet), refer to the Ocado Group “Basis of Reporting” document on our website at
https://www.ocadogroup.com/ sustainability/policies-and-disclosures.
The following energy sources are considered to be ‘renewable’ for the purposes of the ‘Total renewable energy
used’metric:(1)Purchasedelectricity(grid-supplied)thatisbackedbyRenewableEnergyCertificates(RECs);
(2)On-siteelectricitygeneratedfromrenewablesources,e.g.fromsolarpanels,anaerobicdigestion;(3)
Biofuels,e.g.HVObiodiesel.
Scope 1 and 2 emissions
per 100,000 orders
(tonnes of CO
2
e per
100,000 orders)
UsingtheresultsofourtotalScope1andScope2GHGemissionscalculations,wedividetheGroup’semissions
by the combined number of orders fulfilled by Ocado Logistics for both Ocado Retail Limited and Morrisons.
Orders are defined as those that have been picked for delivery and exclude orders that have been canceled by
customers prior to picking. Orders are classified as picked once their individual and available eaches have been
scanned and picked. We calculate an intensity ratio using both market-based and location-based Scope 2
emissions.
Scope 3 emissions
per £m in revenue
UsingtheresultsofourtotalScope3emissionscalculations,wedividetheGroup’semissionsbytotalGroup
revenue to determine the carbon intensity of our value chain. Revenue is defined as total Group revenue as
reported in our financial statements.
275Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Non-financial basis of reporting continued
Metric Calculation Methodology
Technology Solutions
Employee Net
Promoter Score
(eNPS)
We measure eNPS using Peakon, our employee listening tool. eNPS is calculated based on responses to
standardised questions with feedback captured from employees across Technology Solutions. We have
disclosedtheeNPSscoreasat30November2025withintheSustainabilityReport.TheeNPSusedforthe
purposes of the Annual Incentive Programme linked to executive remuneration is a mean average of eNPS
scores at the end of each of the four quarters of FY25.
% reduction in GHG
emissions per van drop
As Ocado does not operate delivery fleets directly for all partners included in this metric, our methodology is
limited to emissions reductions underpinned by projected route data calculated in OSP rather than actual vehicle
emissions.
The calculation is based on the theoretical reduction in average miles driven per delivery (“miles per drop” or
“MPD”).WeusetheassumptionthatareductioninmilesdrivendirectlycorrelatestoareductioninGHG
emissions(i.e.a5%reductioninestimatedmilesdrivenperdropequatestoa5%reductioninGHGemissionsper
drop). All data used in our calculations is sourced from internal Ocado data lakes. Estimated miles per drop as at
November2024havebeenusedasourbaselinetocalculateanyreductionstodate.GHGemissionsreductionis
calculatedas:1–(MPDasatyearend/BaselineMPDasatNovember2024).
Total waste, waste sent
to landfill, MHE waste
generated, end-of life
MHE recycled
We use an operational control approach to calculate all waste-related metrics.
Waste data is primarily sourced from actual waste disposal invoices and declaration forms provided by waste
management contractors. Where direct data is unavailable, we apply estimation methods based on average
waste tonnage and waste generation profile per square footage of the relevant site type. All known waste
streams are included and classified by disposal method such as recycling, anaerobic digestion, incineration with
energy recovery, or landfill.
Our “waste to landfill” metric is calculated as waste sent to landfill (tonnes) divided by total operational waste
generated (tonnes). We define “zero waste to landfill” as less than 0.5% of total waste sent to landfill,
acknowledgingunavoidableleakageduetooperationalcomplexity.MHEwasteincludesbots,grids,and
associated peripherals, and is disaggregated into relevant categories such as metal, waste electrical and
electronicequipment(WEEE),batteries,andothercomponents.OurMHErecyclingmetriciscalculatedastotal
end-of-lifeMHErecycled(tonnes)dividedbytotalMHEwaste(tonnes).Wastefromconstructionanddemolition
has been separated from operational waste and reported in a different line item.
ORL food waste per
tonne of food sold
Food waste is measured as a percentage of total food handled for the year. Our food waste percentage is
calculated as the total tonnes of food waste incurred divided by the sum of total tonnes of food product sold,
total tonnes of food redistributed, and total tonnes of food waste incurred.
We define food waste as inedible or unsold edible food not redistributed, disposed of via anaerobic digestion
(“AD”) or incineration. Food waste disposed of through incineration includes an estimated adjustment to account
for non-food contamination within food waste bins. Food product sales are the total tonnage of food products
sold, excluding packaging weight. Food redistribution is edible surplus food that cannot be sold as intended but
isredistributedinternally(canteens)orexternally(CompanyShop,charities).
Ocado Code
training completion
The Ocado Code training completion rate covers all salaried employees from Technology Solutions and Ocado
Logistics. It is calculated as the proportion of employees who have completed the training out of those required
to do so and is based on data from Ocado’s learning management system. Employees on long-term leave or who
have left before the year end are excluded. New joiners are only included if their required completion date falls
withinthereportingperiod.Wehavedisclosedthetrainingcompletionpercentageasat30November2025.
% of spend with
suppliers with EcoVadis
Bronze medal or higher
Supplier sustainability ratings are sourced directly from EcoVadis. A supplier qualifies if it holds a valid EcoVadis
Bronze, Silver, Gold or Platinum medal during the reporting period. If a supplier’s rating expires or is pending
renewal, its last known rating within the period is used. Total spend with qualifying suppliers between
2December2024and30November2025isaggregatedtogivethenumeratorofthismetric.
Spend data is obtained from Ocado’s procurement and finance systems. The denominator of this metric is
calculatedastotalGroupProcurementSpendbetween2December2024and30November2025,less
intercompany transactions and taxes payable.
276 Ocado Group plc Annual Report and Accounts 2025
Metric Calculation Methodology
% of high-risk suppliers
with social audit
and no critical
nonconformances
High-risksuppliersareidentifiedthoughOcado’sinternalriskassessmentcriteria.Asupplierqualifiesifthey
have completed a valid social audit and have no critical non-conformances. Audit data is sourced from
recognised international standards nominated by Ocado. These standards are either SMETA, BSCI, SA8000 or
RBA audits.
Totalspendwithqualifyinghigh-risksuppliersbetween2December2024and30November2025isaggregated
to give the numerator of this metric.
Spend data is obtained from Ocado’s procurement and finance systems. The denominator of this metric is
calculatedastotalprocurementspendwithallhigh-risksuppliersbetween2December2024and30November
2025. The metric is reported as at the end of the reporting period and is subject to data availability, supplier
participation and audit validity.
Senior manager
ethnicity and
gender diversity
The diversity data set includes all full-time and part-time employees on permanent or fixed-term contracts
across the UK and international locations. This includes employees on long-term leave and is based on the
headcount for Technology Solutions and Ocado Logistics. Employees are included regardless of tenure.
Diversityinformationisself-reportedatthestartofemploymentviaOcado’sHRmanagementsystem.
Employees have the option to not declare or not consent to data being used for reporting purposes. This
classification can be updated at any time. ”Prefer Not to Say” and undeclared figures are excluded from our
reporting calculations. Senior management is defined as the first level of management directly reporting to the
CEO and these managers’ immediate direct reports, excluding admin support roles. Excluded from the data are
agency workers, consultants and third-party staff not directly employed by Ocado. Diversity metrics have been
disclosedasat30November2025.
Material disruptions
due to extreme
weather events
For the purposes of this metric, a “material disruption” is defined as an event with financial consequences above
£250,000 that is significant enough to trigger an insurance claim during the financial year. These events include
damageanddisruptions.Equipment,suchasMHE,andthelossoffeesduetodisruptionsatpartnersitesare
also included in this definition. The scope for this metric is all spokes, Zooms, offices, Customer Fulfilment
Centres (“CFCs”) and sites that Ocado has operational control over and is responsible for insurance.
CFC Electricity
consumption
(kWh/ 100 eaches)
This is calculated using the total electricity consumption (kWh) for UK CFCs (i.e. excluding spoke and Zoom
sites). Electricity consumption is divided by the total number of eaches (a single product item) the UK CFCs
have picked for Ocado Retail and Morrisons during the financial year.
% of van fleet utilising
zero emissions
technology
Our Zero-Emission Vehicle (“ZEV”) fleet percentage is based on the fleet of Ocado Retail Limited and Morrisons
vans that we operate. It is calculated by dividing the total number of ZEVs operated by the total number of Ocado
Retail
LimitedandMorrisonsvansweoperate.WehavedisclosedtheZEVfleetpercentageasat30November
2025.
% of spend with
suppliers that have
emission reduction
targets
Total supplier spend consists of supplier spend within our Technology Operations supply chain, which is
predominantly related to spend on grids, bots, totes, peripherals, and installations. This ensures focus has been
placedontheprocurement,installationandprovisionofourMHEandOSP.Supplierswithemissionreduction
targets are considered those that have set emission reduction targets (internal or public) to achieve net zero or
toreduceScope1,2,or3emissions.Wehavedisclosedthe%ofspendwithsuppliersthathaveemission
reductiontargetsasat30November2025.
Cost of carbon taxation
on raw material
Cost of carbon taxation includes all carbon taxes that have been levied on Ocado Group during the financial
year.WedefinecarbontaxesasanytaxthathasbeenbasedontheamountofGreenhouseGases(“GHGs”)
emitted to produce goods or on the carbon content of goods.
277Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
Independent Limited Assurance Report
ERM Certification and Verification Services Limited (“ERM CVS”) was engaged by Ocado Central Services Ltd (“Ocado”) to
provide limited assurance in relation to the Selected Information set out below and presented in the Ocado Annual Report and
Accounts 2025 (the “Report”).
Engagement summary
Scope of our
assurance
engagement
WhetherthefollowingSelectedInformationforFY25,asindicatedbya△symbolisfairlypresentedintheReport,inallmaterial
respects, in accordance with the reporting criteria.
Our assurance engagement does not extend to information in respect of earlier periods or to any other information included in
the Report.
Selected
Information
• TotalScope1GHGemissions[MetrictonnesCO
2
e]
• TotalScope2GHGemissions(location-based)[MetrictonnesCO
2
e]
• TotalScope2GHGemissions(market-based)[MetrictonnesCO
2
e]
• TotalScope1+TotalScope2(location-based)GHGemissionsintensity[MetrictonnesCO
2
e per 100,000 orders]
• TotalScope1+TotalScope2(market-based)GHGemissionsintensity[MetrictonnesCO
2
e per 100,000 orders]
• TotalScope3GHGemissions(consistingofcategories1-7,13and15only)[MetrictonnesCO
2
e]
• TotalScope3GHGemissionsintensity(consistingofcategories1-7,13and15only)[tCO
2
e per £ in revenue†]
• ReductioninGHGemissionspervandrop(OcadoRetailLimited)[%]
• ReductioninGHGemissionspervandrop(Kroger)[%]
• ReductioninGHGemissionspervandrop(Aeon)[%]
• TotalRenewableenergyused[MWh]
• Renewableenergyused[%]
• EmployeeEngagementScore(eNPS)forOcadoTechnologySolutions[AverageofQuarterlyeNPSscores]
† Our testing of the revenue value used in this metric was limited to confirming its consistency with figures recorded in systems that were audited separately
as part of Ocado’s 2025 Financial Statements. We did not perform further procedures over the underlying financial reporting systems or values.
Reporting period FY25(52-weekyear:2ndDecember2024to30thNovember2025)
Reporting
criteria
• Ocado’s Basis of Reporting (available at: https://www.ocadogroup.com/sustainability/policies-and-disclosures)
• TheGHGProtocolCorporateAccountingandReportingStandard(WBCSD/WRIRevisedEdition2015)forScope1and2GHG
emissions
• TheGHGProtocolScope2Guidance(AnamendmenttotheGHGProtocolCorporateStandard(WRI2015)forScope2GHG
emissions
• TheCorporateValueChain(Scope3)AccountingandReportingStandard(WBCSD/WRI2011)forScope3GHGemissions
Assurance
standard and
level of
assurance
We performed a limited assurance engagement, in accordance with the International Standard on Assurance Engagements ISAE
3000(Revised)‘AssuranceEngagementsotherthanAuditsorReviewsofHistoricalFinancialInformation’andinaccordancewith
ISAE3410forGreenhouseGasdataissuedbytheInternationalAuditingandAssuranceStandardsBoard.
The procedures performed in a limited assurance engagement vary in nature and timing from and are less in extent than for a
reasonable assurance engagement and consequently, the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been
performed.
Respective
responsibilities
Ocado is responsible for preparing the Report and for the collection and presentation of the information within it, and for the
designing, implementing and maintaining of internal controls relevant to the preparation and presentation of the Selected
Information.
ERM CVS’ responsibility is to provide a conclusion to Ocado on the agreed assurance scope based on our engagement terms
with Ocado, the assurance activities performed and exercising our professional judgement.
278 Ocado Group plc Annual Report and Accounts 2025
26February2026
London, United Kingdom
ERM Certification and Verification
Services Limited
www.ermcvs.com
post@ermcvs.com
The limitations of our
engagement
The reliability of the Selected Information is
subject to inherent uncertainties, given the
available methods for determining,
calculating or estimating the underlying
information. It is important to understand
our assurance conclusions in this context.
Our independence, integrity
and quality control
ERM CVS is an independent certification
and verification body accredited by UKAS
toISO17021:2015.Accordingly,wemaintain
a comprehensive system of quality control,
including documented policies and
procedures regarding compliance with
ethical requirements, professional
standards, and applicable legal and
regulatory requirements. Our quality
management system is at least as
demanding as the relevant sections of
ISQM-1andISQM-2(2022).
ERM CVS applies a Code of Conduct and
related policies to ensure that its
employees maintain integrity, objectivity,
professional competence and high ethical
standards in their work. Our processes are
designed and implemented to ensure that
the work we undertake is objective,
impartial and free from bias and conflict of
interest. Our certified management system
covers independence and ethical
requirements that are at least as
demanding as the relevant sections of the
IESBA Code relating to assurance
engagements.
ERM CVS has extensive experience in
conducting assurance on environmental,
social, ethical and health and safety
information, systems and processes, and
provides no consultancy related services to
Ocado in any respect.
Our conclusion
Based on our activities, as described below, nothing has come to
our attention to indicate that the Selected Information for FY25 is
not fairly presented in the Report, in all material respects, in
accordance with the reporting criteria.
Our assurance activities
Considering the level of assurance and our assessment of the risk of
material misstatement of the Selected Information a multi-
disciplinary team of sustainability and assurance specialists
performed a range of procedures that included, but was not
restricted to, the following:
• Evaluating the appropriateness of the reporting criteria for the
Selected Information;
• Interviewing management representatives responsible for
managing the Selected Information;
• Interviewing relevant staff to understand and evaluate the
management systems and processes (including internal review
and control processes) used for collecting and reporting the
Selected Information;
• Reviewing of a sample of qualitative and quantitative evidence
supporting the Selected Information at a corporate level;
• Performing an analytical review of the year-end data submitted by
all locations included in the consolidated FY25 group data for the
Selected Information which included testing the completeness
and mathematical accuracy of conversions and calculations, and
consolidation in line with the stated reporting boundary;
• Conducting visit to Ocado facility in Dordon, UK to further
understand site operations and local reporting systems and
controls;
• Evaluating the conversion and emission factors and assumptions
used; and
• Reviewing the presentation of information relevant to the
assurance scope in the Report to ensure consistency with our
findings.
279Ocado Group plc Annual Report and Accounts 2025
Financial Statements
Additional Information
Strategic Report Governance
280 Ocado Group plc Annual Report and Accounts 2025
Glossary
2024 Directors’ Remuneration Policy
or 2024 Policy – the Directors’
Remuneration Policy which was
approved by shareholders at the 2024
Annual General Meeting.
Active customer – a customer who has
shopped with Ocado Retail Limited at
Ocado.com within the previous 12
weeks.
Adjusting items – items that are
considered significant due to their size/
nature, are not in the normal course of
business or are consistent with items
treated as adjusting in the prior periods
or may span multiple financial periods.
These have been classified separately to
draw them to the attention of the reader
of the Financial Statements.
AEON – AEON Co., Ltd., a company
incorporatedinJapan,whoseregistered
officeisat1–5–1Nakase,Mihama-ku,
Chiba-shi,Chiba,261–8515.
AGM – the Annual General Meeting of
the Company, which will be held on
28April2026at1pmatBuildingsOne&
Two Trident Place, Mosquito Way,
Hatfield,Hertfordshire,AL109UL.
AI – Artificial Intelligence.
AIP – the Annual Incentive Plan for the
Executive Directors and selected senior
managers.
Alcampo – Alcampo S.A., a company
incorporated in Spain under registered
companynumberC.I.F.A-28581882
whose registered office is at Madrid,
c/SantiagoCompostelaSur,s/n(Edificio
de Oficinas la Vaguada),
CP.28029Madrid.
American Depositary Receipts –
securities that have been created to
permit United States investors to hold
shares in non-United States companies
and, in a Level 1 programme, to trade
them on the over-the-counter market in
the United States of America.
AMR – Autonomous Mobile Robot.
Articles – the Articles of Association of
the Company.
ASRS – Automated Storage Retrieval
Systems.
Auchan Polska – Auchan Polska Sp.
z.o.o., a company incorporated in
Poland, whose registered office is at ul.
Puławska46,05-500Piaseczno.
Autofreezer – automated management
of inventory in the freezer.
AutoStore – AutoStore Technology AS, a
company incorporated in Norway,
whose registered office is at
Stokkastrandvegen 85, 5578, Nedre
Vats, Rogaland, Norway.
Auto Frame Load or AFL – the part of
theMHEthattransfersdeliverytotes
which have been filled with products
ordered by a customer from the picking
operation into delivery frames.
Average basket value – the average
amount shoppers spend in one
transaction.
Average live modules – the weighted
average number of modules that were
fully installed and available for use by
our client partners during the period.
Average orders per week – the average
number of orders per week processed
within CFCs for Ocado Retail Limited.
Average selling price or ASP – product
sales divided by total eaches.
Board – the Board of Directors of the
Company or its subsidiaries from time to
time as the context may require.
Bon Preu – Bon Preu SA, a company
incorporated in Spain, whose registered
office is at Carrer C, 17, 08040
Barcelona.
BRC – British Retail Consortium.
CBAM – Carbon Border Adjustment
Mechanism.
Client – a client of Ocado Group that has
purchased warehouse automation
products and services offered to
non-grocery customers.
CO
2
e or tCO
2
e – the amount of the
differentGreenHouseGases,expressed
in terms of the equivalent global
warming potential as carbon dioxide
(usually expressed as a weight in
tonnes).
Code – the UK Corporate Governance
Code published by the FRC in 2018, or
the 2024 Code.
Coles – Coles Supermarkets Australia
Pty Ltd, a company incorporated in
Australia, whose registered office is at
800ToorakRoad,HawthornEast,VIC
3123.
Companies Act – the Companies Act
2006.
Company – Ocado Group plc, a
company incorporated in England and
Waleswithcompanynumber07098618,
whose registered office is at Buildings
One & Two Trident Place, Mosquito Way,
Hatfield,Hertfordshire,UnitedKingdom,
AL109UL.
281Ocado Group plc Annual Report and Accounts 2025
Contribution – Technology Solutions
revenue less Technology Solutions
direct operating costs.
Contribution margin – Technology
Solutions contribution divided by
Technology Solutions revenue.
Corporate website –
www.ocadogroup.com.
CSRD – the EU Corporate Sustainability
Reporting Directive.
Customer Fulfilment Centre or CFC – a
dedicated, highly automated warehouse
used for the operation of the business.
DE&I – Diversity, Equity and Inclusion.
Deloitte – Deloitte LLP, the Group’s
statutory auditor and advisor in respect
of non-audit services.
Direct operating costs (% of live sales
capacity) – the direct costs of running
our OSP CFC estate within Technology
Solutions. Direct operating costs include
engineering, cloud and other technology
direct costs.
Directors – the Directors of the
Company, whose names and
biographies are set out on pages 102 to
105, or the Directors of the Company’s
subsidiaries from time to time as the
context may require.
Disclosure Guidance and
Transparency Rules or DTR – the
disclosure guidance and transparency
rules made under Part VI of the Financial
Services and Markets Act 2000 (as
amended).
DNED – the Designated Non-Executive
Director for Workforce Engagement.
DMA – double materiality assessment.
DP8 – customer deliveries per
standardised eight-hour shift.
Each – An “each” refers to a single unit
of product.
EBT – Employee Benefit Trust.
EBT Trustee – the Trustee from time to
time of the Employee Benefit Trust,
currently Ocorian Limited.
eNPS – employee Net Promoter Score.
EPS – earnings per share.
ERM – Enterprise Risk Management.
ESG – Environmental, Social, and
Governance.
ESRS – European Sustainability
Reporting Standards.
Executive Committee – the executive
team whose names and biographies
can be found on our website at
www.ocadogroup.com.
Executive Directors – Tim Steiner and
Stephen Daintith.
FCA – Financial Conduct Authority.
Financial period – the 52-week period,
or53-weekperiodwhererelevant,
ending on the Sunday closest to
30November.
Financial year or FY – see financial
period.
FMCG – Fast-Moving Consumer Goods.
FRC – Financial Reporting Council.
GAAP – Generally Accepted Accounting
Principles.
GDPR – General Data Protection
Regulation.
GHG – greenhouse gases.
Gross liquidity – cash and cash
equivalents plus unused availability of
revolving credit facility.
Group – Ocado Group plc, its
subsidiaries, significant undertakings
and affiliated companies under its
control or common control.
Groupe Casino or Casino – Casino
Guichard Perrachon SA, a company
incorporated in France, whose
registered office is at 24 Rue de la
Montat, Saint-Etienne.
HACCP –HazardAnalysis&Critical
Control Point.
HMRC –HisMajesty’sRevenueand
Customs.
HSFE –meansHealth,Safety,Fireand
Environment.
IAS – International Accounting
Standards.
ICA – ICA Gruppen AB, a company
incorporated in Sweden, whose
registeredofficeisatSvetsarvägen16,
Solna.
ICE – internal combustion engine.
IFRIC – International Financial Reporting
Standards Interpretations Committee.
IFRS – International Financial Reporting
Standards.
ILO – the International Labour
Organization.
IROs – impacts, risks and opportunities.
ISA (UK & Ireland) – International
Standard on Auditing in the United
Kingdom and Ireland.
ISF – in-store fulfilment.
Financial Statements
Additional Information
Strategic Report Governance
Glossary continued
282 Ocado Group plc Annual Report and Accounts 2025
Jones Food Company or Jones Food or
JFC –JonesFoodCompanyLimited,a
company incorporated in England and
Wales with company number 10504047,
whose registered office is at RSM
Restructuring Advisory LLP, 25
Farringdon Street, London, EC4A 4AB.
KPI – Key Performance Indicator.
Kroger – The Kroger Co., a company
incorporated in the United States of
America, whose registered office is at
1014 Vine Street, Cincinnati, Ohio.
LGV – large goods vehicle.
Listing Rules – the UK Listing Rules
made by the FCA under Part VI of the
Financial Services and Markets Act
2000 (as amended).
LoC-LetterofCredit.
Lotte Shopping or Lotte – Lotte
Shopping Co., Ltd, a company
incorporated and registered in the
Republic of Korea with registered
number5298500774whoseregistered
officeisatLotteWorldTower,26thfloor,
300,OlympicStreet,Songpagu,Seoul,
Republic of Korea.
Marks & Spencer or M&S – Marks &
Spencer Group plc, a company
incorporated in England and Wales with
companynumber04256886,whose
registeredofficeisatWatersideHouse,
35NorthWharfRoad,London,W21NW,
or one of its subsidiaries.
McKesson or McKesson Canada –
McKesson Canada Corporation, a
company incorporated in Canada and
whose registered office is at 4705
DobrinStreet,Montreal,Quebec,
H4R2P7.
MHE – MaterialHandlingEquipment.
MHE JVCo – MHEJVCoLimited,a
company incorporated in England and
Waleswithcompanynumber08576462,
jointlyownedbyOcadoHoldingsand
Morrisons, whose registered office is at
Buildings One & Two Trident Place,
MosquitoWay,Hatfield,Hertfordshire,
UnitedKingdom,AL109UL.
Morrisons – Wm Morrison Supermarkets
Limited, a company incorporated in
England and Wales with company
number00353949,whoseregistered
officeisatHilmoreHouse,GainLane,
Bradford,WestYorkshire,BD37DL.
Morrisons.com – Morrisons’ online retail
business.
MWh – megawatt-hour.
Net finance cost – finance costs less
finance income. Finance costs are
composed primarily of interest on
borrowings and lease liabilities. Finance
income is composed principally of bank
interest.
Net Zero – a target to completely negate
greenhouse gases produced by an
organisation, predominantly through the
actual reduction of the emissions, but
with a small amount covered by other
methods such as offsetting.
Net Zero Roadmap or Net Zero
Programme – the key programmes of
work needed for the business to achieve
NetZeroGHGemissions.
Non–Executive Directors – the Non–
Executive Directors of the Company
whose names and biographies are set
out on pages 102 to 105.
Notice of Meeting – the Notice of the
Company’s AGM.
NOx – nitrous oxide.
NPS – Net Promoter Score.
Number of modules live – modules that
are fully installed and available for use
by our partners.
Ocado.com – the Group’s online retail
business serviced from the Ocado.com
website and excludes the Zoom by
Ocado business.
OGRP – On-Grid Robotic Pick.
Ocado Re:Imagined or Re:Imagined – a
series of innovations and changes to the
technology powering our Ocado Smart
Platform(OSP).
Ocado Retail Limited, Ocado Retail or
ORL – Ocado Retail Limited, a joint
venturebetweenOcadoHoldings
Limited and Marks and Spencer
HoldingsLimited,whichisincorporated
in England and Wales, and whose
registered office is at Apollo Court, 2
BishopSquare,HatfieldBusinessPark,
Hatfield,Hertfordshire,UnitedKingdom,
AL109NE.
Ocado Smart Platform or OSP – the
end-to-end solution for operating online
in the grocery market, which has been
developed by the Group.
OECD – the Organisation for Economic
Co-operation and Development.
Operating costs – all costs incurred in
the continuing operations of the group.
Panda – Panda Retail Company, a
company incorporated in Saudi Arabia,
whose registered office is at Ash Shati
Dist,TahaKhusaifanStreet,Jeddah.
283Ocado Group plc Annual Report and Accounts 2025
Participants – eligible staff who
participate in one of the Group’s
employee share schemes.
Partner – a client of Ocado Group that
has purchased Ocado Smart Platform or
part of OSP to deliver their operations.
PM – particulate matter.
PSP – Performance Share Plan.
PwC – PricewaterhouseCoopers LLP, the
Group’s external advisor on
remuneration.
QBRs – QuarterlyBusinessReviews.
RCF – revolving credit facility.
RECs – renewable energy certificates.
ROI – return on investment.
RSP – Restricted Share Plan.
Senior unsecured notes or notes – the
Company’s offerings of £500m senior
securednotesduein2026,£450m
seniorsecurednotesduein2029,andof
£400m senior secured notes due in
2030.
Senior unsecured convertible bonds or
convertible bonds – the Company’s
offeringsof£600mseniorunsecured
convertible bonds due in 2025 at a
coupon of 0.875% and an issue price of
100.0%,of£350mseniorunsecured
convertible bonds due in 2027 at a
coupon of 0.750% and an issue price of
100.0%, and of £250m senior unsecured
convertiblebondsduein2029ata
couponof6.500%andanissueprice
of 100%.
Shareholder – a holder of ordinary
shares of the Company.
SID – Senior Independent Director.
SIP – Share Incentive Plan.
SPP – Employee Share Purchase Plan.
SONIA-SterlingOvernightIndex
Average.
SOC – System and Organisation
Controls, as defined under the
Association of International Certified
Professional Accountants Trust Services
Principles and Criteria.
Sobeys – Sobeys Inc., a wholly owned
subsidiary of Empire Company Limited
incorporated in Canada, whose
registered office is at 115 King Street,
Stellarton, Nova Scotia.
Spoke – the trans-shipment sites used
for the intermediate handling of
customers’ orders.
STEM – Science, Technology,
Engineering and Maths.
Stem time – the time from when a driver
leaves the CFC/spoke until the driver
makes the first delivery.
Substitution – an alternative product
provided in place of the original product
ordered by a customer.
SUNs-SeniorUnsecuredNotes.
TCFD – the Task Force on Climate-
related Financial Disclosures.
TSR – Total Shareholder Return, the
growth in value of a shareholding over a
specified period, assuming that
dividends are reinvested to purchase
additional units of the stock.
UNGP – the UN Guiding Principles on
BusinessandHumanRights.
UPH – average units picked per labour
hour.
USDAW – the Union of Shop, Distributive
and Allied Workers.
VCP – Value Creation Plan.
Webshop – the customer-facing
internet-based virtual shop accessible
via the website www.ocado.com.
WRAP – the Waste & Resources Action
Programme.
ZEVs – Zero-Emission Vehicles.
Zoom by Ocado or Zoom – the Group’s
immediacy delivery offering.
Financial Statements
Additional Information
Strategic Report Governance
284 Ocado Group plc Annual Report and Accounts 2025
Shareholder Information
Analysis of share register at 30 November 2025
By type of holder Total no. of holdings
Percentage of
holders Total no. of shares
Percentage of issued
share capital
Non-Corporate bodies 931 62.78 2,176,524 0.26
Institutions and others 552 37.22 836,899,797 99.74
By size of holding
1–500 556 37.49 92,685 0.01
501–1,000 167 11.26 127,199 0.02
1,001–10,000 404 27.24 1,414,404 0.17
10,001–100,000 179 12.07 6,641,242 0.79
Over 100,000 177 11.94 830,800,791 99.01
Total 1,483 100.00 839,076,321 100.00
The Company’s Annual General Meeting 2026
TheAGMwillbeheldon28April2026at1.00pmattheCompany’sregisteredoffice,Buildings1&2,TridentPlace,Hatfield,
Hertfordshire,AL109UL.FurtherdetailscanbefoundintheNoticeofMeetingsenttoshareholders;alsoavailableonourwebsite:
www.ocadogroup.com/investors/shareholder-centre/shareholder-information.
Shareholder queries
Please contact our Registrar, Computershare, directly for all enquiries about your shareholding:
Online: www.investorcentre.co.uk (you will need your shareholder reference number which can be found on your share
certificate)
Bytelephone: 03707071080(Callsarechargedatthestandardgeographicrateandwillvarybyprovider.Callsoutsidethe
UnitedKingdomwillbechargedattheapplicableinternationalrate.Linesareopen8.30amto5.30pmGMT,
Monday to Friday excluding public holidays in England and Wales.)
Bypost: ComputershareInvestorServicesPLC,ThePavilions,BridgwaterRoad,BristolBS996ZZ,UnitedKingdom.
Electronic shareholder communication
We encourage our shareholders to opt for electronic communications.
If you would like to receive notifications by email, you can register for an account via the Investor Centre:
www.investorcentre.co.uk, or you can notify our registrars by post by writing to Computershare using the address above.
Please note that if you hold your shares corporately or in a CREST account, you are not able to use the Investor Centre
to inform us of your preferred method of communication.
ADR Administration
Ocado Group plc operates an American Depositary Receipts programme. ADRs are traded on the over-the-counter market under
the symbol OCDDY. One ADR represents two ordinary Ocado shares. BNY maintains the Company’s ADR register. If you have any
enquiries about your holding of Ocado ADRs, you should contact BNY Shareowner Services, 150 Royall St., Suite 101 Canton, MA
02021.Telephone:1-866-269-2377(UStollfree),internationalcallers:+1201-680-6825.Alternativelyvisitwww.adrbny.com
or email shrrelations@cpushareownerservices.com
285Ocado Group plc Annual Report and Accounts 2025
Financial calendar
26February2026 FY25 Full Year Results
28April2026* Annual General Meeting
16July2026* FY26HalfYearOcadoGroupResults
25 February 2027* FY26FullYearOcadoGroupResults
* Dates are provisional and subject to change
Company information
Registered office: Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire
United Kingdom
AL109UL
Company number: 07098618
Company Secretary: Mollie Stoker
Independent Auditor: Deloitte LLP
1 New Street Square
London
EC4A3HQ
Warning about share fraud
Shareholders should be aware that they may be targeted by certain organisations offering unsolicited investment advice or the
opportunity to buy or sell worthless or non-existent shares. Should you receive any unsolicited calls or documents to this effect,
you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is
authorised by the United Kingdom Financial Conduct Authority (“FCA”) and doing further research.
If you are unsure or think you may have been targeted, you should report the organisation to the FCA. For further information,
please visit the FCA’s website at www.fca.org.uk/consumers/share-bond-and-boiler-room-scams, use the contact form at
www.fca.org.uk/contact#contact-formorcalltheFCAconsumerhelplineon08001116768ifcallingfromtheUnitedKingdomor
+442070661000ifcallingfromoutsidetheUnitedKingdom.
Share price information
The Company’s ordinary shares are listed on the London Stock Exchange. The price of the Company’s shares is available on the
corporate website at www.ocadogroup.com. This is supplied with a 15-minute delay to real time.
Financial Statements
Additional Information
Strategic Report Governance
286 Ocado Group plc Annual Report and Accounts 2025
Forward-looking Statements
Certain statements in this Annual Report are forward-looking statements. Forward-looking statements can be identified by the
use of forward-looking terminology, including words such as “aims”, “anticipates”, “believes”, “expects”, “intends”, “plans”,
“projects”, “targets”, “may”, “will” or “should”, or, in each case, their negative or other variations, or comparable terminology. Such
statements are based on current expectations, forecasts and assumptions that the Directors consider reasonable as at the date
of approval of this Annual Report and are subject to a number of risks and uncertainties that could cause actual events or results
to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements appear in a
number of places throughout this Annual Report and include statements regarding the intentions, beliefs or current expectations
of the Directors concerning, amongst other things, the Group’s results of operations, financial condition, liquidity, prospects,
growth, objectives, strategies and the markets in which the Group operates. Nothing in this Annual Report should be construed as
a profit forecast. All forward-looking statements in this Annual Report are made by the Directors in good faith based on the
information and knowledge available to them as at the date of approval of this Annual Report. Persons receiving this Annual
Report should not place undue reliance on forward-looking statements. Except as required by applicable law, regulation or
accounting standard, the Group undertakes no obligation to update or revise publicly any forward-looking statements, whether as
a result of new information, future events, future developments or otherwise.
All intellectual property rights in the content and materials in this Annual Report vests in and are owned absolutely by Ocado
unless otherwise indicated, including in respect of or in connection with but not limited to all trademarks and the Report’s design,
text, graphics, its selection and arrangement.
Consultancy, design and production
www.luminous.co.uk
CBP034874
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Through protecting standing forests, under threat of clearance,
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These protected forests are then able to continue absorbing
carbonfromtheatmosphere,referredtoasREDD(Reduced
Emissions from Deforestation and forest Degradation). This is
now recognised as one of the most cost-effective and swiftest
ways to arrest the rise in atmospheric CO
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This reduces waste sent to landfill, greenhouse gas emissions,
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The FSC® label on this report ensures responsible use of the
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Buildings One & Two,
Trident Place, Mosquito Way,
Hatfield,HertfordshireAL109UL,
United Kingdom
Tel:+44(0)1707227800
Fax+44(0)1707227999
Ocado Group plc
www.ocadogroup.com