ASOS Plc

Annual Report and Accounts 2025

ASOS Plc Annual Report and Accounts 2025

ASOS Plc Annual Report and Accounts 2025ASOS Plc Annual Report and Accounts 2025

Our values

Authentic

We are customer-centric

Creative

Brave

Deliver

We celebrate what

makes us unique and stay

true to ourselves.

We have a curious and

adventurous spirit – it’s who

we are and runs through

everything we do.

We’ve been bold and

ambitious from the

start – it’s in our DNA.

We know that great work

doesn’t happen by chance.

02 At a glance

03 Our markets

04 Financial highlights

05 Operational highlights

06 Our strategy

08 Chair’s statement

09 Chief Executive Officer’s review

Strategic Review

12 Strategic review

18 Sustainability

38 Our people

42 Stakeholder engagement

46 Financial review

52 Risk management

56 Principal risks and opportunities

61 Long-term viability statement

63 SASB Standards Index

66 TCFD & CFD Index

Governance Report

70 Our Board of Directors

74 Our Management Committee

75 Corporate Governance Report

81 Nomination Committee Report

84 Audit Committee Report

92 Sustainability Committee Report

94 Remuneration Committee Report

97 Directors’ Remuneration Report

109 Directors’ Report

112 Non-Financial and sustainability

information statement

113 Statement of Directors’ responsibilities

Financial Statements

116 Independent Auditors’ Report

to the members of ASOS Plc

124 Consolidated Income Statement

125 Consolidated Statement of

Comprehensive Income

126 Consolidated Balance Sheet

127 Consolidated Statement

of Changes in Equity

128 Consolidated Cash Flow Statement

129 Notes to the Consolidated

Financial Statements

168 Company Balance Sheet

169 Company Statement of

Changes in Equity

170 Notes to the Company

Financial Statements

174 Related Undertakings of

the ASOS Group

175 Alternative Performance

Measures (APMs)

179 Company Information

180 Shareholder Information

See our full reporting suite including

our sustainability report on the

Investors page of our website.

asosplc.com

ASOS Plc Annual Report and Accounts 2025

At a glance

Own brands

Our own brands, including ASOS Design,

ASOS 4505, ARRANGE and Collusion, are

offer our customers relevant and quality

products at compelling price points.

Having launched in FY23, we have scaled

our market-leading Test & React model to

>20% of our own brand sales as at the end

of FY25. We can test demand with our

customers before committing in depth and

bringing product from design to site in as

little as three weeks to:

 offer the most exciting and fashion-

forward product to our customers;

 support a cleaner stock profile with

faster stock turn; and

 drive customer engagement, improving

our full-price mix and resulting in an

increased average basket value.

Own

brands

% of GMV in FY25

c.40%

Partner

brands

% of GMV in FY25

c.60%

ASOS Fulfilment Services (AFS)

We hold stock in our warehouses on

behalf of our partners, who maintain

ownership of the inventory. Once a sale

is made, we use our existing logistics

network to manage the customer journey

including delivery and returns. This

unlocks potential for both established

global fashion names and newer brands

to access our expansive customer

base whilst streamlining logistics.

Partner Fulfils (PF)

Partners can hold their owned stock at

their fulfilment centres and sell directly

through our platform, fulfilling the orders

directly to the customer. This enables us to

offer customers a broader and more

locally relevant range of products with

greater stock availability.

ASOS Media Group (AMG)

AMG helps brands target relevant

ASOS customers with tailored content

on and off ASOS that inspires emotion

and drives measurable results. It plays

a vital role in supporting brands to

achieve their goals with ASOS regarding

brand positioning, awareness, customer

engagement, and conversion.

Partner brands

Our differentiated offering provides

hundreds of the best third-party brands

across clothing, accessories and face &

body. From premium names to cutting-

edge fashion, and commercial favourites,

we give customers more of what they love

all in one place.

We have been scaling our Flexible

Fulfilment model, including ASOS

Fulfilment Services and Partner Fulfils,

which enables us to be more agile in

how we collaborate with our partner

brands whilst providing increased

depth of product to our customers.

We work with the best retail partners

in our Wholesale business to bring

Topshop and Topman to more customers

across the globe. Through our strategic

partnerships in our major markets, we’ve

taken our first steps to bring these brands

back in front of customers in real life.

At the heart of this model is our ability to

help customers discover complete looks

with an unmatched assortment, making

fashion feel more personal and relevant.

Distribution

centre

Barnsley

Distribution

centre

Berlin

Returns centre

Dallas

ASOS Plc Annual Report and Accounts 2025

Our markets

Our fulfilment centres in Barnsley, UK and

Berlin, Germany, power fast and scalable

distribution, offering competitive delivery

speeds in key regions. To maximise our

flexibility, we can also service our US

customers out of a smaller site in Dallas, Texas.

We have created a personalised, localised and

mobile-first shopping experience on our site and

app across major global markets including the

UK, France, Germany and the US.

We work with a global network of suppliers

across key sourcing regions, including the

UK, Türkiye, China, India, and Bangladesh,

enforcing a rigorous ethical sourcing

programme under our Fashion with Integrity

(FWI) strategy, ensuring fair labour

practices and environmental standards.

United

Kingdom

50% of FY25 GMV

Europe

34% of FY25 GMV

United

States

10% of FY25 GMV

Rest of

World

6% of FY25 GMV

ASOS own brands

and labels

c.10

Active customers

c.17m

Markets

c.155

Employees

c.2,800

ASOS Plc Annual Report and Accounts 2025

Financial highlights

Gross merchandise value

FY24: £2.8bn

£2.5bn

Revenue

FY24: £2.9bn

£2.5bn

Adj. gross margin

FY24: 43.4%

47.1%

Gross margin

FY24: 40.0%

47.1%

Adj. EBITDA

FY24: £80m

£132m

Total orders

FY24: 68m

57m

Free cash flow

FY24: £38m

£14m

EBITDA

FY24: £(40m)

£93m

Operating loss

FY24: £(332m)

£(212m)

Operating cash flow

FY24: £228m

£159m

Average basket value

FY24: £41.47

£42.89

Customers

FY24: 19.7m

17.0m

1 Gross Merchandise Value (GMV): Adjusted retail sales plus revenue attributable to Flexible Fulfilment partners,

net of returns and excluding sales tax.

2 This is an Alternative Performance Measure (APM). Please refer to pages 175 to 178 for reconciliation

to statutory measures.

3 Includes the Flexible Fulfilment models and hence the comparative figure has been restated.

4 Total shipped orders are the combined total of ASOS and Flexible Fulfilment orders.

5 Average basket value is defined as GMV divided by total shipped orders.

Y23

Y24

Y25 >20%

<1%

>10%

ASOS Plc Annual Report and Accounts 2025

Operational highlights

Bringing brands to life

This year we offered our customers different ways

to shop and interact with us. We levelled up our

customer experience, hosting a range of in-person

events, announcing new wholesale partnerships

for Topshop with Liberty and John Lewis as well

as showcasing our collab ranges on the streets of

London. We opened our first-ever, brand-owned

pop-up shop in New York, creating a buzz by bringing

an exclusive range to customers in person.

Developed in FY23, T&R now

contributes >20% of our own

brand sales. We have extended

the principles of this model to

our long-shore, own-brand

supply chain with broader

speed to market initiatives

reducing production times by

up to 30%. In FY26, we plan to

scale this further with T&R to

reach more than 25% of own

brand sales, on track for our

30% medium term target.

Expanding reach,

delivering depth

We offered more exclusivity to our customers, becoming

the first wholesale partner with c.10 brands and creating

exclusive products with c.40 brands. Our flexible fulfilment

programmes expanded into 7 new markets, adding

c.60 brands to bring customers even greater breadth

and depth of products. Following a successful pilot, we

transitioned one of our biggest partners, Inditex, to an

AFS model in H2 and expanded the partnership with the

launch of new brand Oysho. Flexible Fulfilment contributes

more than 10% of third-party GMV, as at the end of FY25,

with plans to scale this further to more than 15% in FY26.

New loyalty, deeper

connections

We introduced our new loyalty programme in

the UK, ASOS.WORLD, reaching more than 1m

members within the first 6 months. Offering

exclusive benefits and experiences, it aims to

deepen how we connect with our customers,

increase frequency and customer profitability.

With c.20% of members being new or reactivated

customers, we see ASOS.WORLD as one of the

many ways we can drive brand engagement.

Next-level outfit discovery

We have used AI to meaningfully enhance the

customer experience, including the rollout of ‘Styled

For You’, marking a major milestone in scaling outfit-

based inspiration. Now live on c.80% of our product

pages and trained on 100,000+ curated outfits, our AI

model can serve customers with curated outfit

suggestions based on individual products. Having

demonstrated improved engagement and conversion

metrics, our AI technology has the potential to

reshape consumer habits, paving the way for further

ultra-personalisation and even virtual try-ons.

Partnerships powering

engagement

We added c.100 partner brands in FY25,

including customer favourites like Arket,

Good American and House of CB. Part of

this success has been improving how we

bring the best of the ASOS platform to our

partners. We launched our exclusive multi-

year adidas x ASOS partnership, co-designing

a womenswear range, combining its iconic

heritage and brand with our speed and trends.

With c.58 million social media impressions and

c.1 million product views, the launch generated

a halo effect for adidas’ visibility and sales on-

site, illustrating the value our collabs can bring.

Delivering operational excellence

We have made further progress on cost management,

reducing our supply chain costs by c.20% through the

optimisation of our warehouse and delivery operations.

In the US, we finalised the Atlanta warehouse closure,

whilst in the UK we became the first retailer to partner

with InPost to provide a next-day, 7 days a week delivery

service. Having reduced our underlying returns rate by

c.150bps in FY25, we see further opportunity to tackle

the issue of unnecessary returns in FY26.

T&R as a % of own brand sales

Successfully scaling Test & React (T&R)

ASOS Plc Annual Report and Accounts 2025

Our strategy

Our strategy is to lean into what makes

ASOS distinctive: our unique assortment

of the best own brand and partner brand

product, styling that helps customers

create outfits they love, and increasingly

personalised experiences that

feel relevant and exciting.

Right to win

Relevant fashion

product

We’re the go-to destination for

trend-led fashion that blends

quality, value and the best of our

own brands and partner brands.

Own brands:

Fashionability: Trend authority

Quality: Elevate fit, materials, craft

Value: Compelling price points

Partner brands:

Curation: Desirable mix of brands

Exclusivity: Unmatched assortment

Integration: Easy, efficient, highest

ROI partner of brands

Inspirational

shopping experience

We help people discover outfits

that fit their world, feel personal,

and are easy to shop.

Outfit-based:

Putting fashion into context

Personalised & localised:

Show customers the most relevant

assortment for them, in each moment

Easy-to-shop:

Provide a seamless, easy-to-shop

experience to drive deeper engagement

ASOS Plc Annual Report and Accounts 2025

Helps us deliver

stakeholder value

Customers

Who benefit from access to quality fashion

at an attractive price, a market-leading selection

of brands and inspirational, targeted styling.

ASOSers

A passionate and diverse team who are

empowered to contribute, learn, and grow

through our open and entrepreneurial culture.

Suppliers

With whom we collaborate to foster trusted,

mutually beneficial partnerships over the long

term and support incontinuous improvement to

meet the standards set out in our FWI Strategy.

Partner brands

Who gain access to a large, global and often

hard-to-reach customer base, the flexibility to

work with us under arange of different models

and the opportunity to learn from us and other

brands on sustainability and ethical trade.

Shareholders

Who will benefit from a focus on delivering

profitable growthand sustainable cash generation

through the efficientallocation ofcapital.

Communities

Who are supported through our industry

collaboration and meaningful action on human

rights and modern slavery by championing under-

represented groups in fashion via programmes,

charity partnerships and ASOS Foundation.

Find out more

Stakeholder engagement on pages 42 to 45

Efficient

operating model

We manage costs carefully,

act with speed, and consistently

deliver on our promises.

Cost-effective::

Rigorous in our cost and capital management,

releasing resources to reinvest

Fast:

Design and deliver with velocity

Reliable:

Deliver what we promised, how we promised it

Read more in our Strategic Review

pages 12 to 17

ASOS Plc Annual Report and Accounts 2025

Chair’s statement

FY25 was not just a year of recovery

but one of reinvention. We have laid

the groundwork for a more focused,

agile, and customer-centric ASOS.”

As we reflect on the fiscal year 2025,

I’m proud to report that ASOS has

delivered a year of meaningful

progress - one that marks a turning

point in our journey towards

sustainable, profitable growth.

Against a backdrop of continued

macroeconomic uncertainty and evolving

consumer behaviour, our performance

demonstrates the resilience and agility of

the new operating model that has been

built over the course of our turnaround.

Our financial results speak to this

transformation with our gross margin

increasing by 370bps year-on-year (YoY),

supported by a stronger full-price sales

mix, and our adjusted EBITDA rising by

over 60% YoY, reflecting our disciplined

cost management and operational

efficiency against a challenging backdrop.

These profitability improvements were

delivered amidst lower sales, with GMV

declining by 12% YoY (on a like-for-like

basis), as we continued to focus on

optimising our customer proposition.

Beyond the headline figures, FY25 was

a year of strategic progress. Key

highlights include:

 Scaling innovation: Our Test & React

model now drives >20% of own-brand

sales, and speed to market initiatives

have significantly shortened production

cycles - bringing trend-led fashion to

customers faster than ever.

 Enhancing flexibility: Flexible Fulfilment

models (AFS and PF) now represent

more than 10% of third-party GMV as at

the end of FY25, across c.150 brands

and more than 10 markets, improving

product availability and unlocking

working capital efficiencies.

 Elevating customer experience: Our

loyalty programme, ASOS.WORLD, has

reached more than 1m members in the

UK within six months of launching with

c.20% of these members being new or

reactivated customers. This initiative

has delivered higher order frequency

and customer profitability versus

non-members, indicating that our

proposition is driving engagement and

generating brand excitement. We are

committed to deepening our

relationships with customers by offering

more of these innovative products,

localised experiences, and personalised

services in FY26.

 Driving long-term efficiency: Cost

improvement and optimisation remains

a priority. Our distribution and

warehousing costs as a percentage of

sales are down c.3ppts over the last two

years, despite inflationary pressures.

This has been achieved through a series

of wide-ranging initiatives such as

improving customer fulfilment metrics,

reducing the causes of unnecessary

returns, optimising our warehouse

footprint and contract renegotiations.

Unlocking these cost opportunities has

given us the ability to invest in our

strengths and areas of competitive

advantage that are valued by our

customers, and which we will look to

capitalise on in FY26.

 Revitalising iconic brands: The

successful relaunch of Topshop Topman

(TSTM), including new wholesale

partnerships with Liberty and John

Lewis, as well as the return of Topshop.

com, has re-energised one of fashion’s

most recognisable names.

 Strengthening our foundation: Our

balance sheet has been improved

through comprehensive refinancings

and the formation of the TSTM joint

venture. We have delivered a net debt

reduction of more than £110m YoY as at

the end of FY25 alongside a £118m

decrease in our inventory, highlighting

further the enormous effort to

successfully reset the foundations

of our business and maximise our

financial flexibility.

 Advancing our sustainability

governance approach: We embedded

a tailored governance framework for

Fashion with Integrity (FWI), enhanced

our reporting tools, and facilitated

stakeholder engagement to embed

sustainability into decision making.

These outcomes have strengthened

FWI’s resilience and strategic alignment.

 Building leadership for the future: We

have made further exciting changes to

our Management Committee and Board,

bringing fresh energy and expertise to

our leadership team (full details of which

can be found on pages 70 to 74). We are

confident that this will help to drive ASOS

forward in its next phase of growth.

FY25 was not just a year of recovery

but one of reinvention. We have laid the

groundwork for a more focused, agile,

and customer-centric ASOS. As we look

ahead, we remain committed to delivering

fashion that inspires, experiences that

connect, and value that endures.

As previously announced, after three

incredible rewarding years I will step down

as Chair upon release of our FY25 results

and Natasja Laheij will become Chair. I am

immensely proud of what our team has

achieved together. It has been a privilege

to witness such dedication, resilience,

and innovation across the organisation.

I believe this is the right time to move on,

and I do so with complete confidence in

Natasja Laheij’s upcoming tenure. I am

certain she will lead the Company in its

next chapter to even greater success.

Thank you all for your enduring

commitment and support and for

your continued belief in our journey.

Jørgen Lindemann

Chair

21 November 2025

1 Gross Merchandise Value (‘GMV’): Adjusted retail sales

plus revenue attributable to Flexible Fulfilment partners,

net of returns and excluding sales tax.

2 The arrangement with Heartland A/S, whilst referred

to as a joint venture throughout this report, will be

accounted for as an associate, as detailed in note 14

of the financial statements.

2025

2024

2023

47.1%

43.4%

44.2%

ASOS Plc Annual Report and Accounts 2025

Chief Executive Officer’s review

Our vision

ASOS has always stood for innovation,

energy and fashion that excites. At ASOS

we have the ambition to be the most

inspirational destination for fashion

lovers on the planet. We want to be the

place where young people looking to

express themselves through fashion

can come for daily style inspiration, and

to discover new brands and outfits.

We are convinced that we have the right

capabilities to deliver our ambition. We

aim to offer the most relevant product

assortment consumers can find, through

a unique combination of the curation of

the most attractive fashion brands on

the planet, and the fastest and most

compelling range of own brands. This

unique product mix is brought to life

through inspirational and personalised

styling. Our goal is simple: to make ASOS

the go-to personal stylist in your pocket.

Our journey

When I became CEO at the end of FY22,

it was clear we needed to reset the

business so we could deliver on our vision.

Three years later, the turnaround is well

underway: we have rebuilt our foundations,

sharpened our focus, and are ready to

reclaim our place as the most exciting

destination for fashion-loving customers.

The journey we’ve been on – which we

discuss in more detail in our Strategic

Review – has taken patience, hard

work and tough decisions to get to

where we are today. It has followed

a clear and deliberate sequence.

First, we needed to stabilise the business

by addressing our most pressing

challenges: an excessive level of stock, and

a rigid balance sheet. Over the past three

years, we have reduced our stock by more

than 60% and completely transformed

our debt structure, giving us the flexibility

to implement the changes we envisioned.

Second, we had to refresh our business

and economic model, evolving from a

highly promotional model to a more

agile, flexible approach that reacts

quickly to the market to consistently

offer customers exciting and relevant

products. This enables us to improve

our gross margin and cost base while

sharpening our customer proposition.

In FY25, these changes delivered a

step change in profitability, with gross

margins up 370bps YoY and adjusted

EBITDA up more than 60% YoY, despite

continued volume deleverage. These

improvements have been driven by

innovative propositions such as Test &

React (now accounting for over 20% of

our own brand sales), the addition of c.100

new brand partners, the expansion of

our Flexible Fulfilment models (more than

10% of third-party GMV as at the end

of FY25), and significant optimisation of

our cost base, particularly in our supply

chain which improved by c.20% YoY.

Adjusted gross margin

47.1%

Our priority for FY26 is to focus on...

deepening our relationships with

customers and making ASOS not just

a place to shop, but a true destination

for inspiration and style.”

Today, we can confidently say we have

achieved the goals set for the first

two phases of our journey. We have

transformed the business, creating the

capacity to invest in what matters most

to customers. These improvements give us

the confidence that we now have the right

foundations to deliver the best of ASOS

in a way that is sustainably profitable.

Our future

Our priority for FY26 is to focus on the

third phase of our journey, deepening our

relationships with customers and making

ASOS not just a place to shop, but a true

destination for inspiration and style.

Our strategy is to build on what makes

ASOS distinctive: our unique assortment

of the best own brand and partner brand

products, fuelled by speed and flexibility,

styling that helps customers create outfits

they love, and increasingly personalised

experiences that feel relevant and

exciting, powered by technology and AI.

By focusing on differentiation, rather than

commoditised promotions or transactional

experiences, we will create lasting

value for customers and stakeholders

and sustainably profitable growth.

With the most difficult work behind us, I’m

more confident than ever that we have the

right strategy and capabilities to achieve

our ambition to become the most exciting

destination for fashion-lovers.

I would like to personally thank our

ASOSers, whose dedication and effort

has made this transformation possible.

I look forward to sharing more about

our journey and our next chapter in

the Strategic Review and thank you

for your continued support.

José Antonio Ramos

Calamonte

Chief Executive Officer

21 November 2025

ASOS Plc Annual Report and Accounts 2025

Strategic

Review

Contents

12 Strategic Review

18 Sustainability

38 Our people

42 Stakeholder engagement

46 Financial review

52 Risk management

56 Principal risks and opportunities

61 Long-term viability statement

63 SASB Standards Index

66 TCFD & CFD Index

ASOS Plc Annual Report and Accounts 2025

FY25

FY24

FY23

£402m

£520m

£768m

FY22

£1.1bn

ASOS Plc Annual Report and Accounts 2025

Inventory levels

Inventory reduction YoY

c.20%

Strategic Review

Our strategic

progress

Our journey so far

We’ve taken a deliberate approach

to putting the foundations in place

for sustainable, profitable growth.

As we’ve spoken about before,

there have been three stages to our

turnaround each involving a deliberate

series of actions – not always a linear or

neat process, but all geared towards the

same goal of building a platform that can

deliver sustainable, profitable growth.

Stage 1: Dealing with the legacy

of the old model

Our first focus was on addressing the

significant legacy issues constraining

ASOS. These combined actions

represent an enormous effort across

our business to successfully reset the

essential foundations of our business.

Successfully resetting our

inventory position…

At the beginning of our transformation,

our stock levels had doubled to £1.1bn at

the end of FY22, due to pandemic-related

disruption and poor commercial practices

which led to the build-up of old and aged

stock. Resolving this required tough but

necessary action, with ‘peak pain’ in FY23

and FY24 including reducing our intake

and discounting to clear old stock.

By the end of FY25, we successfully

reduced our stock levels to c.£400m,

down c.60% since FY22, clearing aged

inventory so customers see fresh styles

and the latest trends every time they shop.

…allowed us to complete our warehouse

rationalisation

A second challenge at the start of our

transformation was our substantial

warehouse network. Since FY21, we’ve

reduced our footprint by over 50%,

supported by the reduction in excess

inventory and more efficient stock levels

under our new commercial model. This

has improved our operational efficiency

on existing sites and delivered significant

fixed cost savings, enabling us to serve

our customers more competitively.

Having mothballed our second UK

fulfilment centre (FC) in Lichfield in FY24,

we announced the mothballing of our

Atlanta site in FY25 — optimising our

US operating model, with significantly

improved product availability for

customers from our remaining UK FC in

Barnsley, and a smaller, more flexible new

site in Dallas, while generating an expected

£10–20m in annualised cost savings.

We’ve significantly strengthened our

balance sheet, improving our financial

flexibility for the future

The third key legacy issue was our balance

sheet and capital allocation. In FY25 and

early FY26, we took a series of actions that

significantly strengthened our balance

sheet and improved our financial flexibility.

In September 2024, we announced the

formation of the Topshop and Topman

joint venture (TSTM JV), with Heartland

A/S taking a 75% stake for a £135m cash

consideration. Through a concurrent

convertible bond refinancing, we

successfully extended our debt maturity

profile while reducing our net debt,

funded in part by the TSTM proceeds.

In November 2025, we announced a

further successful refinancing of our

asset backed loan facility into a secured

term loan and Delayed Draw Term Loan

(“DDTL”) with a new syndicate of private

lenders. This refinancing brings materially

improved financial terms, including

£87.5m additional liquidity headroom,

increased financial flexibility over a

five-year term to 2030, and a c.£5m

reduction in annual cash interest costs

versus the previous Bantry Bay facility.

While our work to optimise the business

model and capital allocation will continue,

we are confident that we have now

addressed the most critical foundational

issues. This gives ASOS the flexibility and

resilience needed to support our next

phase of sustainable, profitable growth.

Stage 2: Building the new

commercial model based on

speed, agility and profitability

The second stage of our turnaround

required us to build a new commercial

model that could deliver sustainable

profitability. This required a

comprehensive transition to more

disciplined, agile ways of working focused

around three simple principles: better

product for customers, backed up

by rigorous inventory management,

and more efficient operations.

Consistently delighting customers with

fresh, relevant products at the right price

builds loyalty, and drives full-price sales.

Stronger unit economics, in turn, create

the capacity to reinvest in customer

experience, creating a positive flywheel.

ASOS Plc Annual Report and Accounts 2025

Together, these principles establish a

structurally higher gross margin profile

and stronger, more profitable underlying

economic model that we can grow

sustainably going forward. We can already

see proof of this working in FY25. We

grew our gross margin by 370bps YoY,

driven by higher full-price mix and lower

markdowns, while reducing inventory

by a further c.20% YoY, benefitting

our working capital intensity through

quicker, more efficient stock turnover.

Our wide-ranging approach to improving

the efficiency of our cost base and

operations – from a more targeted

approach to our customer proposition

by market, through to renegotiating and

resetting our variable and fixed cost

base to support the new commercial

model – all helped us deliver adjusted

EBITDA growth of more than 60% YoY to

£132m in FY25. This has been achieved

despite continued volume deleverage

from lower than expected GMV, and

against a backdrop of continued macro

uncertainty, demonstrating the resilience

and agility of our new operating model.

We have deliberately spent longer on

Stage 2 than initially planned, and for

good reason. Towards the end of FY25,

we explored the opportunity to reduce

fixed costs and drive further variable cost

optimisation and we remained focused

on securing even stronger profitability

foundations that will deliver further

material improvements to our cost base

in FY26 and beyond, effectively creating

more headroom to reinvest in growth.

With the core building blocks of our new

commercial model now in place, we are

able to move from roll-out to amplification.

design, with the ability to cut our average

production times by up to 30% over the

last year. Our growing speed to market

models help us bring customers trends

first while also improving the efficiency

and agility of our supply chain.

These capabilities are extremely hard to

replicate. They require deep co-ordination

across design, sourcing and logistics,

as well as the ability to test and gather

data on small runs of product through our

online platform and centralised inventory.

Managed effectively, these production

methods can narrow the gap between

supply decisions and demand signals –

supporting better gross margins (even

with higher investment into input costs),

reducing discounting and removing waste

and excess production in the system.

The integration of new AI tools is also

making our people and our processes

more efficient. During H2, we successfully

piloted a new AI design tool which delivers

an average time saving of 75-80% on core

design workflow tasks, as well as removing

sampling costs and physical waste.

Deepening our partner brand relationships

to bring customers more of the best

product, in one place

Combined with our Flexible Fulfilment

(FF) models – Partner Fulfils (PF) and

ASOS Fulfilment Services (AFS) – we’re

able to scale the availability of the

best product to our customers faster

and more efficiently than ever.

These models allow us to be more agile

in how we collaborate with our partner

brands, while offering our customers

increased breadth (i.e. expanding

the product range available on the

ASOS platform) and depth (i.e. giving

customers access to best sellers when

our wholesale stock is depleted).

We ended FY25 with these platforms

scaled to more than 10% of third-

party GMV by the end of the year,

across c.150 brands and more than

10 markets, including successfully

transitioning to AFS with Inditex during

H2 and launching PF in the US.

Case study

Test & React in action

Our market-leading Test & React model,

which brings product from design to site in as

little as three weeks, enables our own brands

to deliver the most exciting product and set

the trends for our fashion-loving customers.

One of our key successes that customers

loved in FY25 was our cinched, tie-side

t-shirts which we were able to repeat,

and test across 15 new options including

t-shirts, tops and dresses.

In FY26, we enter the final stage of

our transformation with a business

model, stock profile and underlying

cost base that positions us to return to

sustainably profitable GMV growth.

How have we achieved this?

(i) Better product for customers

Great product sits at the heart of our

customer proposition. What makes the

ASOS experience distinctive is the way

we bring the best and freshest own

brand and partner brand product to

life — through curating outfits, exclusive

drops and inspirational styling that

showcase fashion in a way that excites.

New speed models allow us to set the

trends with our own brand product

Being first to market for fashion

and trends is one of ASOS’ defining

strengths and something we’re

proud to bring to our customers.

Our market-leading Test & React (T&R)

model – which brings product from design

to site in as little as three weeks – enables

our own brands to deliver the most

exciting product and set the trends for

our fashion-loving customers. T&R now

accounts for more than 20% of our own

brand sales, having launched from pilot

two years ago, demonstrating the strong

customer demand for this product and

our new commercial model in action. Into

FY26, we plan to scale this even further to

more than 25% of our own brand sales, on

track for our medium term target of 30%.

We have extended the same fundamental

principles to our long-shore own brand

supply chain through our speed to market

initiatives, such as moving to fabric-first

ASOS Plc Annual Report and Accounts 2025

Strategic Review cont.

In FY26, we will continue to scale these

models to more than 15% of third-

party GMV to best serve our customer

demand and expand our relationships

with new and existing brand partners.

Our partner brands can see the power of

our reinvigorated platform, with c.100 new

partner brands joining in FY25, spanning

premium names, cutting-edge fashion, and

commercial favourites, giving customers

more of what they love all in one place.

Our cross-functional teams combine the

best of the ASOS platform for our brand

partners: from elevated shoots through

our in-house Studios capabilities, access to

new audiences through ASOS Media Group

(AMG) via our owned social and website

content, to high-impact events.

These efforts have driven successful

launches of brands including Arket,

House of CB and Good American and

deeper collaboration with existing

partners such as Charlotte Tilbury,

Inditex, Mango and Nike. We’ve also seen

a strong customer response to our

growing premium proposition, which we’re

excited to continue building out in FY26.

Creating exclusive outfits and styles

that only ASOS can offer to inspire

and excite customers

In FY25, some of our biggest customer

moments came from exclusive

collaborations. In July, we announced an

exclusive multi-year collaboration with

adidas launching an ASOS-designed

womenswear collection — a bold step

in a long-standing relationship.

The first drop featured c.30 uniquely

designed pieces, generating 58 million

social impressions in launch week and 2

orders per second at launch, creating

a halo effect and uplift in sales and

visibility of broader adidas product.

This is just the start of an exciting

multi-year project, with the second

collection launched in Q1 FY26, combining

adidas’ brand and heritage with ASOS’

speed and trends, showcasing the

unique value we can bring to customers

through innovative partnerships.

As well as the latest trends, we know

our customers want brilliant everyday

essentials – staple products that offer

style, function and quality at great value.

In H2, we introduced breatheMAX™, our

new ASOS Design menswear range built

for maximum comfort and effortless

style. Featuring a variety of styles of

standard and oversized t-shirts at £16-

£22, each piece is crafted with a high-

performance wicking finish that pulls

moisture away from the skin and dries

quickly, perfect for wearing on repeat.

The demand from our customers has

been clear, with our initial menswear

launch surpassing full-price sell-through

expectations and driving us to expand

the range into womenswear in FY26.

We see significant opportunity to build

our next-level essentials collection further,

combining purpose-led design with

premium, more sustainable fabrics that

deliver function, durability and inclusive

style for our style-conscious customers.

Across our own brand portfolio, we

achieved 50% more sustainable

materials usage (up from 34% last

year, and surpassing our target of

45%), making more of our customers’

fashion choices inherently aligned

with responsible practices.

(ii) Rigorous inventory management

Consistently delivering customers the best,

freshest fashion product requires rigorous

inventory management. With faster speed

to market across our buying process (i.e. a

shorter lead time between buying and selling

stock), powered by T&R and our broader

speed to market initiatives, we can make

intake decisions with increased flexibility,

driving our full-price sales mix higher.

Alongside a more effective approach to

in-season clearance, we’ve improved our

12 week sell-through rate YoY with lower

markdown investment required. Our FF

models further enable us to maximise the

availability of the most exciting products

while minimising inventory risk.

Our new, more disciplined inventory

management process has enabled us to

reduce our stock cover by c.25% over the

last two years and improve the return on

cash invested into inventory. This results in

higher sales and gross profit for a given level

of inventory, thereby enhancing our cash

flow and sustainably reducing the capital

intensity of our operations, while allowing us

to increase our sales with a more efficient

investment in inventory in the future.

Case study

adidas Originals x ASOS collaboration

In July, adidas and ASOS shut down a street in central

London for an exclusive runway to mark the launch of the

first collection in our new multi-year partnership.

adidas Originals x ASOS: Collection 01 showcased a

range of exclusive new womenswear pieces, designed

in-house by ASOS using adidas’ iconic sportswear

heritage, marking a major new chapter for both brands’

long-standing relationship.

ASOS Plc Annual Report and Accounts 2025

(iii) More efficient operations

Our focus on efficiency spans our

operations and our cost base. By removing

waste, both in terms of time and costs, we

can unlock opportunities to invest into

areas that our customers really value.

Increasing efficiency and removing

waste across our operations…

In FY25, we delivered meaningful

operational and cost efficiencies,

particularly across our supply chain, that

will lead to significant multi-year savings

and fundamentally improve our cost to

serve. We’ve reduced our supply chain

costs by c.20% YoY, while continuing to

invest into competitive delivery speeds

and bringing customers convenient

options e.g. through our next-day locker

partnership with InPost in the UK.

Distribution and warehousing costs

as a percentage of sales are down

c.3ppts over the last two years, through

a series of wide-ranging initiatives

including optimising our warehouse

footprint, contract renegotiations,

and improving customer fulfilment

metrics e.g. reducing the percentage of

orders that were missing our customer

delivery promise by c.30% YoY.

…focused on improving our customer

experience by reducing key pain

points like returns

Returns have been a major focus area,

both because of the cost they create and

the friction they cause for customers.

We know finding the right fit matters

most. That’s why, in FY25, we improved

size guides and added more reviews so

customers can shop with confidence

and avoid unnecessary returns.

We also refined our fair use policy in

core markets to protect free returns

for the vast majority of customers, while

addressing unprofitable behaviours.

These actions helped reduce our

underlying returns rate by c.150bps YoY,

and we see further opportunities ahead

in FY26 to tackle the root causes of

unnecessary returns and make shopping

with ASOS even more seamless.

Significant profitability improvements

in FY25, building on foundations laid over

last two years…

Combined, these gross margin and cost

improvements have enabled us to grow our

adjusted EBITDA by more than 60% YoY,

despite the continued volume deleverage

from lower than expected GMV as we

continue to focus on higher quality sales

against a soft consumer backdrop.

We have achieved this despite continued

inflationary pressures, macroeconomic

and tariff uncertainty, reflecting the

increased agility and resilience that we’ve

established during our turnaround. This

result also includes the impact of the TSTM

royalty payment in FY25, previously guided

to being a £10-20m adjusted EBITDA drag

during the year, but which we expect

to be increasingly positive over time.

Our profit per order is up 30% YoY,

underscoring the fundamental reset in

unit economics we’ve achieved through

focusing on creating sustainably profitable

relationships with our customers.

…with further cost improvements

locked in for FY26 and beyond

In H2 FY25, we explored additional

opportunities to reduce fixed costs and

drive further variable cost optimisation

across our business, including through

a disciplined review and subsequent

renegotiation of key supplier contracts.

These meaningful cost actions, while

not delivering a material benefit during

the period, have lowered our cost base

for the medium to long term, positioning

us to realise significant annualised

cost savings in FY26 and beyond.

Our focus on efficiency spans our operations

and our cost base. By removing waste...we

can unlock opportunities to invest into

areas that our customers really value.”

ASOS Plc Annual Report and Accounts 2025

Strategic Review cont.

Case study

Launching more immersive

shopping experiences

In August, we launched ASOS Live, our immersive

video shopping experience that bridges the gap

between inspiration, discovery and shopping.

Our customers have been engaging with our

elevated on-app video content, including the

unboxing preview of the 2025 ASOS Face +

Body advent calendar. This preview not only

generated excitement but also featured

informative content that guides customers

in discovering our products.

…demonstrate the opportunity

to bring more new customers to

ASOS by raising brand awareness

In FY26, we see a significant opportunity

to win more of these future core

customers by spreading the message to

new customers and telling them about

everything that ASOS can offer. We will

relaunch the ASOS brand with a clear,

product-led message around quality and

inspiration, supported by disciplined,

ROI-driven brand marketing to drive

higher awareness and consideration in

our core markets. This will be backed

up by an exciting pipeline of new and

innovative digital experiences to

drive momentum and brand heat.

Making ASOS feel like it’s made

for you through better, more

personalised experiences

In FY26, our customers will find more ways

to use ASOS for fashion discovery and

inspiration. We’re launching a pipeline of

exciting new features that will make every

customer feel like ASOS is made for them,

regardless of their shopping mission;

whether its finding full outfits and looks

with confidence; discovering new brands,

trends, and styles; or getting tailored

advice from your own personal stylist.

Customers will be able to enjoy continuous

improvements over the coming months

including a new personalised “For

You” tab filled with the most relevant

recommendations based on their

preferences, a refreshed homepage with

shoppable fashion entertainment where

they can explore and discover new brands,

trends and products, as well as new ways

to discover and engage with outfits,

including making them easier to visualise,

buy and share their favourite looks.

Where we’re

going in FY26

Stage 3: Re-engaging customers

with the most relevant product and

inspirational shopping experiences

Re-engaging customers at scale to drive

sustainably profitable GMV growth

With these stronger foundations secured,

the final phase of our turnaround is

regaining the hearts and minds of

customers at scale. We’re focused on

leaning into what makes ASOS distinctive:

great product, inspiring experiences

and innovation that resonates with our

core customer. This means combining

our unique mix of own brand and partner

brand product with styling, personalisation

and immersive experiences that makes

us a true destination for fashion. Our

successful execution of the first two

stages of our journey is what gives us

confidence in our ability to successfully

deliver this final stage of our journey.

Into FY26, we are focused on three key

growth levers: continuing to enhance

product relevance through our speed

models, exclusive collaborations and FF

platform expansion; investing in ROI-

driven, product-led brand marketing;

and accelerating progress on our digital

customer experience – our biggest

opportunity for step-change improvement.

Positive signs of deeper engagement

with our existing customer base…

Although our total customer base is

down 14% YoY – reflecting lower new

customer acquisition, as well as our

continued actions to optimise our

customer proposition against a soft macro

backdrop – the quality and engagement

of our active customers are improving.

The number of reactivated customers

(those who had previously shopped, but

not in the preceding 12 months) is broadly

flat across the Group and up YoY in the

UK, showing the ability of our improved

product and experience to re-engage

customers who already have consideration

and awareness of the ASOS brand.

Our retention rate is improving, another

clear signal that our enhanced proposition

is resonating. When we strip out the impact

of measures taken to address unprofitable

customer behaviour, our retention rate

among profitable customers is improving

at three times the Group rate. At the same

time, average net spend and customer

profitability are also increasing, driven by

higher basket values and lower discounting.

The progress we’ve made with our customer

proposition and economics in the first two

stages are already delivering improved

return on advertising spend (ROAS).

Taken together – higher spend, higher

profitability and stronger retention –

these trends demonstrate that ASOS

is successfully winning back the hearts,

minds and wallets of customers who know

our brand and shop with us, giving us

confidence that we have got a strategy

that can bring value to customers.

ASOS Plc Annual Report and Accounts 2025

Outlook

In FY26, enabled by the strategic and financial progress

made throughout our turnaround, we expect:

 GMV expected to show an improving trajectory

throughout the financial year,

 GMV performance 3-4ppts ahead of revenue

performance, driven by continued growth of FF models;

 Further gross margin improvement of at least 100bps

to 48% to 50%, driven by continued growth in full-price

sales mix and FF models;

 Further adjusted EBITDA growth to £150m to £180m,

supported by continued gross margin expansion, variable

contribution and fixed cost discipline, with a meaningful

year-on-year margin improvement in both

H1 and H2 FY26; and

 Broadly neutral free cash flow.

Our core focus remains sustainable, profitable growth. In the

mid-term we continue to expect to generate adjusted EBITDA

sustainably ahead of capex, interest, tax and leases, with

revenue growth and an adjusted EBITDA margin of c.8%. Our

new commercial model can drive materially higher gross

margin towards 50% through higher full-price sales mix and

flexible stock models, which also benefits our inventory days.

Our focus on efficient capital allocation will bring our capex

down to 3% to 4% of sales, and over time, we anticipate that

our improving profitability and cash flow will also reduce our

net debt and interest levels.

In August, we launched ASOS Live, our

immersive video shopping experience

that bridges the gap between inspiration,

discovery and shopping through live and

on-demand videos that customers can

interact with and shop through, within

a social media-style experience on our

platform. We know customers value our

curation and guidance to help discover

products, and that informative video

content helps provide confidence in size,

fit and product suitability before ordering.

Since launching ASOS Live, we have seen

a positive customer impact on relevant

metrics that ASOS Live supports, including

higher engagement on-app and improving

customer conversion from viewers.

Our customers come to ASOS for

more than just individual products –

they are looking for style inspiration.

We know styling content is a proven

driver of conversion, demonstrating

the value it brings to customers, and

we’re innovating our on-site experience

to bring that value to more customers

and product pages than ever before. In

Q4, we began piloting our new “Styled

for You” feature, a major milestone in

scaling outfit-based inspiration with the

power of AI. Trained on our database

of 100,000+ expertly curated Studio

outfits, our AI model can serve customers

with curated outfit suggestions

based around individual products.

Rewarding our most loyal

customers with ASOS.WORLD

After a successful pilot launched in March,

we rolled out our new loyalty programme,

ASOS.WORLD, across the UK in Q4.

Designed to strengthen our connection

with customers, ASOS.WORLD rewards

loyal customers with early access,

priority alerts and exclusive experiences

designed around what they value most.

The programme features four tiers from

the free-to-join Stylist tier through to

our A-Lister tier for customers spending

£750+ annually. We have reached more

than 1m members in the UK within six

months of launch, demonstrating strong

customer demand for the programme.

Benefits are rooted in ASOS’ core

proposition of great product and

inspiring experiences: early access to new

collections, priority back-in-stock alerts,

invitations to exclusive online and in-person

events, and more. For example, ASOS.

WORLD members gained early access

to shop the second drop of our sold-out

adidas cow-print collaboration, purchasing

a third of the stock, despite only making

up c.10% of the customer base at the

time of launch, and driving a significant

spike in sign-ups to the programme.

Members are showing have higher

order frequency and customer value

versus non-members, demonstrating

the commercial benefit of deeper

engagement. In FY26, we see opportunity

to roll out ASOS.WORLD further and drive

even stronger customer connections.

Giving customers more ways

to shop our iconic brands with

the relaunch of Topshop Topman

(TSTM)

In August, we staged the major relaunch

of Topshop.com, taking over Trafalgar

Square in London, and delivering one

of the most talked-about comebacks

in British fashion. This was just the

beginning of reigniting the brands’

cultural relevance, with the return to

physical retail through a curated selection

of wholesale partners announced,

including Liberty and John Lewis.

Strategically, the relaunch is a major

step in rebuilding TSTM, giving customers

more ways to shop and engage with them.

The model, led by Managing Director

Michelle Wilson, gives TSTM the focused

leadership and support it needs to thrive

as iconic standalone brands, while still

leveraging ASOS’ core infrastructure

and expertise to unlock its huge potential.

We’re excited about the opportunities

this creates in FY26 and beyond – not only

for TSTM’s growth, but as a model for

future brand development within ASOS.

Together, these initiatives will allow

us to accelerate the impact of our

turnaround – turning the work of the

past three years into deeper customer

engagement, greater operational

efficiency and a clear route towards

sustainable, profitable growth.

Our biggest opportunity is to make

shopping on ASOS feel personal

and inspiring, with experiences that

help customers discover, style and

shop effortlessly. We are only at the

beginning of this chapter, with the first

wave of digital improvements delivered

in Q4 showing what is possible.

As we move into FY26, our focus and

velocity will step up significantly,

with a growing pipeline of initiatives

bringing this to life for our customers.

Each enhancement – from smarter

personalisation to seamless discovery

and checkout – is designed to deepen

engagement, strengthen loyalty,

and unlock profitable growth.

ASOS Plc Annual Report and Accounts 2025

Sustainability

Fashion with

Integrity

Planet

Our Fashion with Integrity (FWI)

strategy encompasses our work on

the sustainability-related impacts,

risks and opportunities that exist

within our value chain.

With its Planet, Product, and People pillars,

the strategy aims to strengthen ASOS’

resilience by reducing our environmental

footprint and ensuring ASOS behaves

responsibly towards our stakeholders.

On the following pages, we provide

detailed information regarding

each strategic priority, including

information on our policies, actions and

targets, and the steps taken during

FY25 to deliver our FWI strategy.

As part of our focus on continuous

improvement and refinement, this year

we have updated some of our targets and

commitments. We have explained these

changes throughout the report, but full

details of changes can be found alongside

target methodologies on asosplc.com/

sustainability/fashion-with-integrity/.

Key

Targets

(quantitative performance metrics)

Commitments

(qualitative performance metrics)

Goal

Reduce the impact of our operations

and value chain on the climate, the

environment, and natural ecosystems

Targets/commitments

Net zero carbon across our entire value chain by

FY50, with a 90% reduction in absolute emissions

from our FY22 baseline.

Performance: FY25: -48.2%

See page 26

Reduce absolute Scope 1 and 2 GHG emissions by

45% by FY30 from our FY22 baseline; and source 100%

renewable electricity across the ASOS Estate by FY27.

Performance:

Carbon: FY25: -22.9%

Renewables: FY25: 89.5%

See page 27

Reduce absolute Scope 3 emissions from purchased

goods and services and upstream transportation

and distribution by 42% by FY30.*

* In line with Science Based Targets initiative (SBTi) guidance this covers

100% of our Category 1a and 12.9% of our Category 4 emissions

Performance: FY25: -46.5%

See page 27

Sustainability

ASOS Plc Annual Report and Accounts 2025

FWI will always be a key part of

how we work at ASOS. As we make

progress with our wider business

strategy, we must also deliver

against the principles, targets and

commitments that underpin FWI; and

continue to strengthen the existing

link between sustainability, risk

management, and business resilience.

Doing so is essential to delivering

sustainable, profitable growth.

This year we have started to deliver on the

updated commitments and targets we set

out in our last annual report. As can be

expected, there are some areas where we

have made strong advancements, and

others where we have not moved as fast as

we would have liked. We’re committed to

transparently reporting on our progress

each year, including providing context on

challenges faced and any learnings.

As well as reporting on our progress

against our strategic targets, this section

incorporates our disclosures in reference to

relevant voluntary and mandatory reporting

frameworks. It also reflects our continued

commitment to the UN Global Compact

and its Ten Principles, which I’m proud to

endorse again this year.

José Antonio

Ramos

Calamonte

CEO

Product People

Goal

Make designing circular and more

sustainable products business as

usual, to create positive change

across a product’s lifetime

Goal

Ensure human rights are respected

and protected and support our

customers and communities

Targets/commitments

Increase our use of more sustainable materials

in our ASOS own brand clothing products

through annual targets.

Performance: FY25 Target: 45% FY25 Actual: 50%

See page 30

Test and introduce innovative packaging materials and

solutions, reducing overall usage where appropriate. By

FY26, we’ll increase recycled content in plastic mailing

and garment bags to a minimum of 95%.

Performance: N/A

See page 31

Train the manufacturers of our ASOS own brand clothing

products on our ASOS Circular Design Strategies.

Performance: On track

See page 31

Facilitate recovery programmes to keep products

in use at their highest value.

Performance: Delayed

See page 31

Targets/commitments

Implement our Human Rights strategy to enhance

the human rights of workers across our value chain.

Performance: On track

See page 34

Maintain and build on our foundation of effective own

brand and partner brand due diligence.

Performance: On track

See page 35

Grow our connection with under-served customers

and communities through authentic, impactful

partnerships and programmes.

Performance: Updated commitment

See page 36

Support and amplify new and emerging talent and brands

to help make fashion more exciting, inclusive and relevant.

Performance: Updated commitment

See page 36

By FY30, achieve 50% female and 15% ethnically diverse

representation across our combined leadership team.

See Our people section page 41

ASOS Plc Annual Report and Accounts 2025

Sustainability cont.

Basis for preparation of

sustainability disclosures

Scope of data and consistency

with frameworks and legislation

The data in the Sustainability section

covers the period 2 September 2024 to

31 August 2025, unless otherwise stated.

Our sustainability disclosures for FY25

cover our global operations and the whole

Group. We did not need to rebaseline any

sustainability-related data during this

financial year, as there were no material

changes in our operations, value chain or

business activities.

This is our third year disclosing in

reference to the Sustainable Accounting

Standards Board (SASB) and the Global

Reporting Initiative (GRI) standards. It also

marks our third climate-related financial

disclosures in reference to Sections 1 – 4

of the TCFD ‘Recommended Disclosures’

from ‘Chapter C. Guidance for All

Sectors’ within the TCFD’s publication,

“Implementing the Recommendations

of the Task Force on Climate-related

Financial Disclosures (2021)” (referred

to here as the “TCFD Guidance”).

We have also prepared the Planet section

in this report following the 2020 UK

Government Environmental Reporting

Guidelines, including Streamlined Energy and

Carbon Reporting (SECR) requirements.

Please refer to the appendix of this

report (page 63 to 67) for an index

highlighting the location of information

pertaining to each recommended

disclosure and our associated level of

consistency. In reporting in reference to

these frameworks we are also preparing

for the upcoming UK Sustainable

Reporting Standards (UK SRS).

In making this Scoping & Consistency

Statement, we consider that these

disclosures meet the requirements of

UKLR 6.6.6R (8) (UK Listing Rules).

Determining material

sustainability topics for

reporting

Consistent with our FY24 Annual

Report, we have used the results of

our impact materiality assessment to

define material sustainability-related

topics for reporting. This took in

desk-based research and internal and

external stakeholder interviews and

questionnaires. It identified our most

material external impacts on the economy,

environment, and society. By focusing

our efforts on these topics, we aim to

reduce our impact while also removing

potential risks to ASOS and improving

the resilience of our supply chain.

Building on this assessment and to

strengthen our understanding of risks

and opportunities for ASOS, we’re

currently undertaking a double materiality

assessment (DMA). Through the DMA

process, we are also refreshing our

understanding of ASOS’ impact on the

economy, environment and society.

Results from this DMA will be used to

refresh our view of material topics and be

incorporated in our reporting from FY26.

Both materiality assessments consider

topics from the European Sustainability

Reporting Standards (ESRS) guidelines.

These are based on the International

Sustainable Standards Board (ISSB) S1 and

S2 frameworks, which will be incorporated

in the UK through the upcoming

Sustainability Reporting Standards (SRS).

An overview of the sustainability topics deemed material for our annual reporting can be found in the table below:

FWI pillar Material topic Materiality

Principal

risk link Material topic description

Planet

Climate change Critical Y How ASOS manages impacts on climate change associated

with GHG emissions and how we respond to the risks caused

by climate change.

Water Significant N How ASOS manages water-related impacts associated

with water withdrawals, consumption and discharges.

Biodiversity Significant N How ASOS manages impacts on biodiversity and

ecosystems relating to the prevention, management

and remediation of damage.

Product

Resource use and waste

(i.e. materials and

packaging)

Significant N How ASOS manages impacts associated with the type

and quantity of resources used across our supply chain,

operations, and at end of life for packaging and products.

Pollution Significant N How ASOS manages impacts on the pollution of air, water

and soil, with specific consideration to substances of concern

(i.e. toxic chemicals), and microplastics

People

Equal treatment and

opportunities in the

supply chain

Significant Y How ASOS manages impacts associated with equal treatment

and opportunities in the supply chain, relating to the diversity

and inclusion of workers, measures against gender-based

violence and harassment, and equal pay and training. Includes

consideration to the diversity of brand partners.

Working conditions and

work-related rights in

the supply chain

Significant Y How ASOS manages impacts on working conditions and

work-related rights in our supply chain (including product

manufacture and workers not directly employed by ASOS or

third-party logistics providers, i.e. delivery drivers), including

child labour, forced labour, adequate wages, health and safety,

and freedom of association.

ASOS Plc Annual Report and Accounts 2025

Planet

ASOS Plc Annual Report and Accounts 2025

Climate

change

Related material topics:

Climate change

Risks

“Challenges and impacts of climate

change” is a principal risk for

ASOS. We face risks related both

to the transition to a lower-carbon

economy and the physical impacts

of climate change, throughout

our own operations and supply

chain. These include changes in

technology, market risks, and how

our response to climate change

affects our reputation. Physical risks

can be event driven by shorter-term

(acute) or longer-term (chronic)

shifts in climate patterns. Failure to

manage these risks effectively could

impact our financial performance

through a loss of stakeholder

confidence in ASOS, reduced

market share, increased costs, tax

penalties or potential operational

disruption. For more information,

please see our Principal risk and

uncertainties section on page 56.

Opportunities

Our carbon targets are in line with the

1.5°C climate pathway and have been

validated by the SBTi. This puts us in

good stead to respond and comply

with emerging legislation, providing

business resilience against policy risk.

Our sustainable materials target,

discussed in the Product section

of this report, is a key driver in

our decarbonisation planning. By

reducing our reliance on virgin

materials, we also increase our

resilience to the physical effects of

climate change, such as heatwaves

and droughts – which all have a

potentially substantial impact on

raw material yields, such as cotton.

The diversification of our product

portfolio to include more sustainable

offerings, for our own brands but also

through our partner brands, will

enable us to access new customers

and reduce the market-related risks

associated with climate change, such

as changing stakeholder preferences

and boycotting. To ensure these

benefits are realised, we are working

hard to improve our systems, to

enable us to be more transparent with

our customers on the environmental

performance of our products.

Our approach

During the year, we continued to work in

partnership with Risilience to strengthen

our deep-dive scenario analysis using the

scenarios and assumptions below.

Our modelling focuses on downside risks

and is based on our current product range,

sourcing strategy and asset base, with no

mitigation or strategic response assumed

to minimise these risks. The financial

values and potential costs presented are

quoted as ranges to reflect the inherent

uncertainties of climate-related modelling,

which relies heavily on assumptions.

These uncertainties are driven by

internal limitations in data, as well as

the rapidly evolving nature of climate

science, regulatory developments,

and technological advancements. We

are working to improve our data and

systems, specifically around supply

chain transparency, with the aim to

make our modelling outputs more

representative of our full value chain.

As with any forward-looking analysis,

there are significant uncertainties

involved. Our analysis is exploratory in

nature and should not be considered

a forecast or prediction. Instead, it

serves as a tool to test the resilience of

our business strategy under different

potential future climate conditions.

The assumptions underpinning this analysis

are based on the Intergovernmental

Panel on Climate Change’s Shared

Socioeconomic Pathways (SSPs), the

Network for Greening the Financial

System (NGFS) pathways, regulatory

landscapes, market conditions and areas

of our business model including our supplier

portfolio, all of which are subject to rapid

change. As a result, our scenarios cannot

capture the full range of potential future

developments, particularly as new data,

policies and technological advancements

emerge. This analysis therefore represents

a snapshot of plausible futures under

existing assumptions and currently known

information, but it does not encompass

the full breadth of possible outcomes.

Types of climate risks:

 Transition risks and opportunities

result from moving to a lower carbon

economy and are caused by market

sentiment, climate policy/legislation,

the need to update technology,

requirements to change our business

model or operations, and any

reputational impacts resulting

from these areas.

 Physical risks and opportunities

result from the effects of climate

change on the environment and

weather and are caused by global

warming, leading to more extreme

weather events such as drought,

excessive heat, wildfires, flooding,

heavy precipitation and cyclones.

Sustainability cont.

Planet

ASOS Plc Annual Report and Accounts 2025

The scenarios we analysed

This year our detailed climate risk analysis

used climate modelling scenarios based on

Shared Socioeconomic Pathways (SSPs)

for physical risks and the NGFS-defined

emissions pathways for transition risks.

For comparability, as the NGFS pathways

build narrative upon the SSPs temperature

warming scenarios, we have mapped our

physical risks to the relevant NGFS

pathway in our detailed climate risk

analysis results table on page 24.

We have selected four NGFS pathway

scenarios to assess potential

transition and physical impacts:

1.4ºC

Orderly

Net Zero 2050

Assumes global warming is limited to

1.4°C through stringent climate policies

and innovation, reaching global net

zero CO emissions around 2050.

Under this scenario:

 Global CO emissions reach or

approach zero in 2050.

 Countries with a political commitment

to a net zero target defined before

end of March 2024 meet this target

before or after 2050.

1.7ºC

Disorderly

Delayed transition

Assumes annual emissions do not decrease

until 2030. Post-2030 regime change

introduces strong policies to limit warming

to below 2°C. Under this scenario:

 Countries stick to current policies until

2030 and experience a “fossil recovery”,

after which they transition such that

the end-of-century temperature goal

of 2ºC warming is reached.

 This change of regime in 2030 is

unanticipated and therefore disruptive.

 Countries with net zero policy target

commitments are assumed to

follow-through on 80% of them.

Negative emissions are limited.

2.4ºC

Too little, too late

Fragmented world

Assumes a delayed and divergent climate

policy response among countries globally,

leading to high physical and transition risks.

Under this scenario:

 Countries without net zero targets

follow current policies, while other

countries achieve them only partially

(80% of the target).

 Only currently implemented policies

are maintained until 2030 (delayed

transition); thereafter, countries that

have set themselves a net zero target

only reach an 80% reduction by 2050,

while others continue with current

policies (divergent transition).

3.0ºC

Hot house world

Current policy

Assumes that only currently implemented

policies are preserved, leading to high

physical risks. Under this scenario:

 Existing climate policies remain in place

but there is no strengthening of ambition

level of these policies.

The time horizons we analysed

We used three different time horizons:

short (0-5 years), medium (5-10 years), and

long (up to 2040) when assessing potential

transition and physical impacts as follows:

 Transition impacts: Beyond a 5 to

10-year time horizon, transition impacts

are highly uncertain due to lack of

visibility of future policy and legislation

and global market trends. Our largest

currently known impacts are expected

up to 2030, when currently announced

decarbonisation legislation and

regulations come into force. As a result,

we assessed transition impacts over

short- and medium-term horizons.

 Physical impacts: Climate change can

cause both shorter-term changes and

longer-term chronic shifts in weather

patterns, so we assessed physical

impacts over short, medium, and

long-term time horizons.

We have provided the financial impacts for

the most material time horizon for each

risk set out in the Detailed climate risk

analysis table on pages 24 and 25. Where

several time horizons have the same

financial impact, the nearest time horizon

has been selected. This provides the most

imminent worst-case scenario in assessing

financial liability relating to climate change.

Financial impact methodology

Our modelling enables us to better

understand our potential risks and

opportunities, including the financial

and other impacts that they could

have on our business and our strategy.

Inputs to the model included certain

key business information such as

financial estimates, Tier 1 (final stage

manufacturing) facility locations and

volumes, estimated raw materials usage

data, and modelled greenhouse gas

emissions across Scopes 1, 2 and 3.

The modelling provided the estimated

potential annual financial impacts for each

climate-related risk detailed on pages 24

and 25. Financial impacts are the present

value of estimated future cash flows lost

due to the impact and time horizon

assessed, averaged for the number of

years in the respective time horizon

(this is referred to as Annual Earnings

Value at Risk (Annual EVAR)).

Data used relating to the usage of

sustainable materials and our Scope

3.1a product emissions data are based

on a series of documented estimates

and assumptions, such as product

weight and overall composition. More

detail is available at www.asosplc.com/

sustainability/fashion-with-integrity/.

We have conducted sensitivity analysis

on our estimates and assumptions to

determine the risk of potential errors in

our reported figures. This work identified

that no reasonable possible change in

our estimates and assumptions would

result in our reported figures changing

by 5% or more. As a result, in line with

our ESG Materiality & Rebase Policy,

we do not consider these estimates or

assumptions to be materially sensitive.

ASOS Plc Annual Report and Accounts 2025

Detailed climate risk analysis

Risk

type

Impact

description

Transition risk

Policy risk

Risk: Regulatory, compliance, litigation costs, or pricing of emissions

Cost impact of new legislation/regulation

 We must comply with upcoming UK, EU, and US sustainability-related legislation, including product mandates and enhanced

reporting. These growing legislative requirements could significantly increase our compliance costs, and failure to

meet them could result in fines.

 Related potential stakeholder litigation could lead to increased costs through defending or settling claims, and associated

negative publicity could affect customer sentiment leading to lost sales and market share.

 We are subject to certain existing GHG emissions taxes including the EU’s Emissions Trading System (EU ETS) emissions surcharge.

If taxation levels were to increase further this could lead to higher operating costs and impact our financial performance.

Timeframe for most significant impact

Medium-term

Financial risk rating

1.4ºC 1.7ºC 2.4ºC

3.0ºC

H L L

Management approach

Our Planet and Product targets are aligned to UK and EU legislation. Through achieving these targets, we are mitigating this risk.

We are on track and making good progress against the majority of the targets/commitments under our Planet and Product

pillars, with one commitment having experienced delays in FY25. The delay here relates to launching circular business models, with

our care and repair propositions making less progress than planned. However, we’re engaging with potential external partners to

explore opportunities to launch this in the future.

See pages 26 to 31 for more information.

Transition risk

Technology risk

Risk: Investing in low-emission technology

Combined asset impairment and revenue impact due to poor/late investment into new lower carbon technology

 Investing in inappropriate or ineffective technology could reduce the capital we have available for other strategic

priorities and impact our financial performance if the return on investment was poor.

 Delayed investment into low-carbon technology could slow our decarbonisation compared to our competitors or inhibit

cost-efficient production of alternative more sustainable products. This could lead to lost market share and potential

non-compliance with upcoming regulation, impacting our financial performance.

Timeframe for most significant impact

Medium-term

Financial risk rating

1.4ºC 1.7ºC 2.4ºC

3.0ºC

L L L

Management approach

We have partnered with carbon expert Vaayu Tech. Its analysis gives us insights into our emissions, enabling us to prioritise

initiatives and allocate efficiently.

Our climate risk partner, Risilience, models climate risk profiles of supplier locations. We can use this alongside other risk

assessment tools that we already use such as the WWF Water Risk Filter to understand supply chain resilience.

See pages 26 and 27 for more information.

Key

Financial risk rating Annual EVAR range £(m)

L (Low) 0-5

M (Medium) 5-10

H (High) 10+

Sustainability cont.

Planet

ASOS Plc Annual Report and Accounts 2025

Risk

type

Impact

description

Reputation risk

Transition Risk cont.

Risk: Changing customer and investor preferences/sentiment due to an increased awareness of sustainability-

related activities

Combined revenue impact of growing interest in sustainable products and increased awareness of company

sustainability activities

 Growing interest in sustainable products and services could lead to increased demand for products with lower environmental

impacts. If we were unable to react to this change in market demand or keep pace with our competitors, this could lead to lost

market share and impact our financial performance.

 Increased awareness of climate change issues and company responses could affect the behaviour of our customers and

current or potential employees. Negative publicity resulting from a failure to meet our sustainability targets or to effectively

incorporate climate change considerations into our decision making could lead to:

– our customers shopping elsewhere, resulting in lost sales and market share, impacting our financial performance;

– our customers collectively taking action to boycott shopping with us, resulting in lost sales, impacting our financial

performance; and

– ASOS being less attractive to new or current talent, impacting our ability to deliver our strategy or increasing our

employment costs if we were required to pay above market wages.

Timeframe for most significant impact Short-term

Financial risk rating

1.4ºC 1.7ºC 2.4ºC

3.0ºC

M L L L

Management approach

Our Product strategy is focused on improving product quality and increasing our use of more sustainable materials.

See pages 30 and 31 for more information on our Product targets and commitments. Our carbon partner, Vaayu, is able to

provide lifecycle analysis (LCA) at product level. Upcoming Digital Product Passport requirements will require customer-facing

product impact analysis, including carbon emissions.

Physical Risk

Acute and chronic climate risks

Risk: Changes in climate and the frequency and intensity of weather events

Combined revenue impact of reduced raw material availability and facilities disruption

Water scarcity and resulting regulatory restrictions could affect the availability of raw materials (e.g. cotton) and our third-party

suppliers’ production processes, resulting in increased production expenses that impact our financial performance.

 Weather events could disrupt, damage or destroy our key leased logistics or office facilities and/or any owned inventory or

plant and equipment that they hold. Related damage, destruction or the impact on our operations could lead to incremental

costs and impact our financial performance.

 More frequent and severe extreme weather could disrupt, damage or destroy our third-party suppliers’ sites or operations,

increasing costs, hindering our ability to obtain or distribute goods, and impacting our financial performance.

 Weather events could make working conditions unsafe and ultimately lead to disruption and/or closure of our sites or

operations and impact our financial performance.

Timeframe for most significant impact Short-term

Financial risk rating

1.4ºC 1.7ºC 2.4ºC

3.0ºC

L L M L

Management approach

Our diverse, flexible supply chain means we are well placed to adapt to disruptions to factories or supply of materials.

Raw materials

We monitor commodity pricing for our key raw materials and work with our suppliers to manage fabric costs. Increasing our use of

more sustainable materials reduces our reliance on conventional raw materials, which often require more resources to produce.

This helps to increase our resilience to the physical effects of climate change, such as heatwaves and droughts, which can have a

significant impact on raw material yields. See pages 30 and 31 for more information on our Product targets and commitments.

Facilities disruption

We have insurance which protects us from losses relating to physical events. Our social due diligence approach for our supply

chain covers health and safety, including heat or water stress. More detail is provided on page 35.

ASOS Plc Annual Report and Accounts 2025

Strategic progress – FY25 performance against targets

Greenhouse gas (GHG) inventory:

Scope category

Emissions (tCO

FY25 FY24

% change

YoY

% change vs

baseline FY22 baseline

1 Fugitive Emissions 0 366 -100% -100% 557

Natural Gas 2,524 2,416 4.5% -30% 3,608

2 Electricity (Market Based) 2,422 2,372 2.1% 8.5% 2,232

Electricity (Location Based) 8,351 9,125 -8.5% -17.3% 10,096

Total Scopes 1 & 2 (MB) 4,946 5,153 -4% -22.9% 6,417

Total Scopes 1 & 2 (LB) 10,875 11,907 -8.7% -23.9% 14,281

3.1a Purchased Goods for Resale (Products &

Packaging)

659,807 766,749 -14% -46.1% 1,224,272

3.1b Purchased Goods and Services not for Resale 40,646 43,439 -6.4% -60.1% 101,963

Data centres (Microsoft emissions) 630 959 -34.2% N/A N/A

3.2 Capital Goods 21,628 34,288 -36.9% -58.9% 52,598

3.3 Energy-related Activities not in Scope 1 & 2 2,705 4,843 -44.1% -44.4% 4,863

3.4 Upstream Transportation and Distribution 184,872 206,792 -10.6% -56.2% 422,036

3.5 Waste (Operations) 1,386 11,800 -88.3% -89.1% 12,757

3.6 Business Travel 2,685 2,025 32.6% 94.1% 1,383

3.7 Employee Commuting 598 1,324 -54.9% -74.8% 2,367

3.8 Upstream Leased Assets 1,127 23 4,799.6% 4,407.6% 25

3.9 Downstream Transportation 1,167 1,622 -28% N/A 0

3.11 Use of Sold Products 83,383 90,981 -8.4% -36.2% 130,639

3.12 End-of-Life of Sold Products 43,199 43,665 -1.1% -31.6% 63,138

Total Scope 3 1,043,203 1,207,551 -13.6% -48.3% 2,016,041

Total emissions 1,048,149 1,212,705 -13.6% -48.2% 2,022,438

Net Zero carbon across our entire value chain

by FY50, with a 90% reduction in absolute emissions

from our FY22 baseline.

Sustainability cont.

Planet

Emissions (tCOe)

FY25 FY24

% change

YoY

% change

vs baseline

FY22

baseline

1,048,149 1,212,705 -13.6% -48.2% 2,022,438

In June 2025, we submitted our carbon targets to the Science

Based Targets initiative (SBTi) for re-validation, and these have

now been approved. As part of this process, we have updated the

wording and scope of some of our targets to reflect the latest

SBTi requirements. This is particularly of note for our short-term,

FY30 target, which has been updated to now include emissions

from own brands, partner brands, goods not for resale suppliers,

and upstream transport and distribution.

We have reduced our absolute emissions by 164,556 tCOe from

FY24 to FY25. This has largely been driven by a further reduction

in our intake of purchased goods for resale. Although through this

volume reduction we are on track to deliver our FY30 target, our

focus remains on improving the carbon intensity of our supply

chain and products by focusing on clean energy, sustainable

materials, and supply chain efficiency.

ASOS Plc Annual Report and Accounts 2025

Reduce absolute Scope 1 and 2 GHG emissions by 45% by

FY30 from our FY22 baseline; and source 100% renewable

electricity across the ASOS Estate by FY27.

This year we joined RE100, a global initiative bringing together the

world’s most influential businesses committed to using 100%

renewable electricity in their operations. We have increased our

procurement of renewable electricity across the ASOS Estate by

7ppts. This was driven by switching our Atlanta fulfilment centre

(now mothballed) onto 100% renewable electricity.

We also submitted our first annual action plan in line with the UK

Energy Savings Opportunity Scheme requirements. We have

completed energy audits across all our UK and EU sites, and are

now scoping a number of initiatives across our fulfilment centres

and offices to reduce energy usage.

FY25 FY24

Renewables 89.5% 82.2%

Scope 1 & 2 emissions (tCO

e, Market Based)

FY25 FY24

% change

YoY

% change

vs baseline

FY22

baseline

4,946 5,153 -4% -22.9% 6,417

Energy consumption overview:

Unit

measurement

UK portion Total global

FY25 FY24

change FY25 FY24

change

Energy consumption: used to calculate emissions for gas &

electricity

MWh 25,006 32,477 -23% 44,558 57,171 -22.1%

Scope 1: emissions from combustion of gas

tCOe 1,286 1,580 -18.6% 2,524 2,781 -9.2%

Location Based (LB)

Scope 2: emissions from purchased electricity

tCOe 3,620 5,183 -30.2% 8,351 9,125 -8.5%

Intensity ratio – total tCOe/£m revenue (LB)

tCOe/£m

revenue

– – – 3.38 3.15 -7.3%

Market based (MB)

Scope 2: emissions from purchased electricity (MB)

tCOe 0 0 – 2,422 2,372 2.1%

Intensity ratio – total tCOe/£m revenue (MB)

tCOe/£m

revenue

– – – 0.98 0.82 19.6%

Reduce absolute Scope 3 emissions from purchased

goods and services and upstream transportation and

distribution* by 42% by FY30*.

* In line with Science Based Targets initiative guidance this target covers 100% of

emissions relating to Purchased Goods for Resale (Category 1a) and 12.9% of emissions

relating to Upstream Transportation and Distribution (Category 4).

Emissions (tCO

FY25 FY24

% change

YoY

% change

vs baseline

FY22

baseline

683,840 793,632 -13.8% -46.5% 1,279,137

Own brands emissions

We increased the volume of verified Higg FEM responses across

our Tier 1 facilities this year. Tier 1 facilities reporting their

emissions increased from 58% of our intake volume in FY24 to 81%

of our intake volume in FY25. We have also improved visibility of our

mills and wet processors, and were able to increase the number of

these facilities reporting their environmental performance to

ASOS from 60 in FY24 to 179 at the end of FY25.

To help us meet our commitments, we’ve recently partnered with

TrusTrace, a global leader in supply chain traceability, to drive

greater transparency across our operations; and updated our

Product Lifecycle Management (PLM) systems to capture new,

more granular product data relating to sustainability. Both

systems will help us to prepare for compliance with emerging ESG

legislation including digital product passports and product

environmental footprints.

Partner brands emissions

This year we joined Fashion LEAP for Climate, offering our brand

partners support on their decarbonisation journeys. To date,

three partner brands have completed the programme, four are

currently progressing through, and eight brands are in discussion

to participate in future. A total of 166 partner brands have now

set science-based targets for decarbonisation.

We also recognise the increasing data and disclosure we are

requiring from our brand partners. We’re therefore collaborating

with peers and other industry stakeholders on an industry-wide

solution to support emissions data gathering and monitor

progress towards brand-specific decarbonisation pathways.

ASOS Plc Annual Report and Accounts 2025

Nature

Related material topics:

biodiversity; water

Risks

ASOS faces nature-related risks from

material sourcing, water-intensive

production, and pollution, which

threaten biodiversity and ecosystems.

These risks — exacerbated by

climate change — can lead to issues

with materials sourcing, increased

regulatory compliance costs,

reputational damage, and potential

fines, particularly under emerging

legislation like the Corporate

Sustainability Due Diligence

Directive (CSDDD).

Additional disclosures

Our approach

We remain committed to better

understanding our impacts and

dependencies on nature. Water is our

initial focus, as water use has a significant

impact on biodiversity. We gather data on

water use and water stress through the

Higg Facility Environmental Module (FEM).

In FY24 we carried out a baseline analysis

of the water stress of our Tier 1 (final

stage manufacturing) suppliers, mills

and wet processors to assess the water

scarcity risks and flooding risks in our

supply chain, using the WWF Water

Risk Filter. Initial analysis highlighted

the impact of using virgin materials

within our water footprint. Aligned to

our FWI targets, we plan to increase

our procurement of more sustainable

materials which are less water intensive.

Sustainability cont.

Planet

In FY25 we incorporated new requirements

for freshwater reduction and flood

resilience planning into our Supplier

Code of Conduct. This year, we plan to

critically review our water footprint,

conduct a detailed gap analysis of our

framework and define next steps for

improving ASOS’ water strategy. We

expect to enhance our approach over

the years ahead using insights from

our double materiality assessment and

improved supply chain transparency.

ASOS Plc Annual Report and Accounts 2025

Product

ASOS Plc Annual Report and Accounts 2025

Resource

use

Related material topics:

resource use; pollution

Risks

There are risks associated with

the type and quantity of resources

we use across our supply chain,

own operations, and at end of

life for packaging and products.

These risks can come from a wide

range of sources, including fossil

fuel extraction associated with

the production of flexible plastic

packaging and synthetic fibres;

use of water, pesticides, and

fertilisers in cotton farming; or

how we circulate materials and

products back into the ecosystem

at the end of life. Poor management

of our resource use could lead

to environmental impacts as well

as reputational impacts or fines

for ASOS due to non-compliance

with due diligence regulations.

Opportunities

Our targets and commitments

within our Product pillar continue

to strengthen our business,

improve our customer offer, and

help us prepare for upcoming

legislation. As well as reducing our

environmental impact, increasing

our uptake of more sustainable

materials helps to mitigate the

impact of proposed future Extended

Producer Responsibility legislation

for textiles and packaging by

reducing the fees we could be

required to pay. Our targets and

commitments also require close

collaboration with our suppliers and

partners, offering an opportunity

to further strengthen our existing

long-term supplier relationships.

The most significant changes to our

product strategy over recent years

have come through the changes

we’ve made to our commercial

model, focusing on speed to market,

flexible fulfilment, and better

aligning inventory to sales. Enhanced

product durability, one of the key

aspects of circular design, and our

wider commercial strategy will also

ensure we’re delivering good quality

products that our customers can

love and rely on for years to come.

Strategic progress

Increase our use of more

sustainable materials in our ASOS own

brand clothing products. Each year,

we’ll set a target for the proportion of

the materials in our products that

we’d like to be more sustainable, and

report back on our progress.

FY25 performance

FY24

FY25

FY26

45%

50%

34%

50%

Target Result

We made significant progress in increasing

our percentage of sustainable materials

from 34% to 50%, exceeding our

target of 45%.

We reviewed and updated our list of

approved more sustainable materials,

while maintaining the same standards.

This has unlocked greater flexibility for

our product teams in using new fabrics

that serve the needs of our customers

while also giving us the opportunity to

reduce our environmental impacts.

Looking ahead to FY26, our priority is to

consolidate the strong progress achieved

in FY25 and prepare for our next step-

up in ambition. We’ll concentrate on

strengthening our fabric strategy and

broadening our use of more sustainable

materials, as well as improving data

integrity and traceability through our

integration of TrusTrace. Maintaining

a minimum of 50% more sustainable

materials next year allows us to embed

these changes and focus on data accuracy

and integrity before setting the next

phase of increased targets from FY27.

All material calculations, except Better

Cotton, are based on our internal

tonnage methodology, which uses a

series of documented estimates and

assumptions, such as product weight

and overall composition. Following

the analysis completed last year, we

do not consider these estimates or

assumptions to be materially sensitive.

More detail is available at:

asosplc.com/sustainability

/fashion-with-integrity/

Our approach

Circularity

Design and production are key components

of our circularity framework, as they

determine our ability to design products

for circularity, influence our approach to

material waste, and offer the potential to

minimise our use of chemicals, water, and

energy. Our approach to design and

production is supported by our circular

design strategies, which align with the UK

Textiles Pact’s Circular Design Toolkit.

Our circularity framework supports the

implementation of these strategies by

introducing a commitment to train our

suppliers on circular design, building

on the learnings from our circular

design collections and our continued

engagement with industry initiatives.

Sustainable materials

Key to reducing our resource use is

switching conventional fabrics and

materials to more sustainable and

recycled alternatives. We define

these as materials that have on

average a lower environmental impact

during the production of the material

than the conventional form.

To deliver this switch, we set seasonal

targets across our three main fibres:

cotton, polyester and man-made cellulosic

fibres such as viscose. We embed these

targets within our product teams by

setting individual product team targets

based on each product team’s unique

fibre mix and sourcing strategy.

1 For a full definition and a list of the materials and certifications we accept, head to page 54

of our Fashion with Integrity Strategy Update on asosplc.com/ fashion-with-integrity/.

Sustainability cont.

Product

ASOS Plc Annual Report and Accounts 2025

Test and introduce innovative

packaging materials and solutions,

reducing overall usage where

appropriate. By FY26, we’ll

increase recycled content

in plastic mailing and garment

bags to a minimum of 95%.

FY25 performance

N/A

We’re currently reviewing how we track

and validate performance against our

95% post-consumer waste target.

As part of our commitment to packaging

innovation, in July 2025 we delivered

our first customer-facing paper mailing

bag trial, building on the results of an

internal ASOS paper mailing bag pilot

we conducted last year. During the trial

we collected customer feedback and

monitored impacts on our fulfilment centre

efficiency, logistics network, and customer

delivery promise. The results of the trial will

continue to inform our activity in this area.

Train the manufacturers of our

ASOS own brand clothing products on

our ASOS Circular Design Strategies.

By FY27, we’ll have launched a phased

training programme prioritising

suppliers based on their level of

business with ASOS.

FY25 performance

On track

Together with the Centre for Sustainable

Fashion (CSF), we designed an in-depth

and comprehensive training programme

to explain our Circular Design Collection

requirements, aligned with supplier

needs. Over the year we started

to rollout this training to suppliers

through one-to-one training, enabling

us to hear and respond to feedback

and build stronger, more collaborative

relationships with our suppliers.

This training has enabled the continued

development of circular design products

across different departments within

ASOS. Our initial focus has been on

denim and jersey with the products

due to launch early in FY26.

Facilitate recovery programmes to

keep products in use at their highest

value. By FY27, we’ll pilot or launch

new circular business models across

resale, rental, takeback and repair.

FY25 performance

Delayed

As part of our commitment to providing

customers with the best and most

relevant product, we now offer our

customers access to a dedicated vintage

section on ASOS.com, with thousands

of products available from a curated

selection of vintage fashion boutiques,

with sales growing year-on-year. The

number of ASOS options available for

rental on Hirestreet has also increased

by over 50% compared to last year.

We’ve made less progress on our care and

repair propositions than planned but have

engaged with potential external partners

to explore future opportunities.

ASOS (Group level, including Topshop)

Material

Tonnes

acquired

FY25 YoY %

% of

overall mix

(to nearest

0.1%)

FY25 YoY

% of material

sustainable

FY25 YoY

Cotton 6,400 5% 46.0% (3.5)ppts 86% 32ppts

Polyester 5,042 33% 36.3% 5.4ppts 20% 7ppts

Man-made cellulosic fibres (MMCF) 959 -8% 6.9% (1.6)ppts 41% 8ppts

Acrylic 595 14% 4.3% No change 0% No change

Nylon 419 13% 3.0% No change 3% 2ppts

Other (including elastane, linen,

polyurethane, wool, leather and suede) 487 4% 3.5% (0.3)ppts 0% No change

Total 13,902 13% 100% 50% 16ppts

ASOS Plc Annual Report and Accounts 2025

Our approach

Our Chemical Policy & Restricted

Substance List (RSL) has been developed

to comply with legislative and regulatory

requirements of global trading territories

we sell within, including REACH and

Proposition 65. It outlines the acceptable

limits of potentially toxic or harmful

substances which can be present in

finished products. Compliance with

the RSL is mandated through the

terms and conditions agreed between

ASOS and our suppliers and brand

partners. We provide comprehensive

support to assist our suppliers and

brand partners in conducting risk

assessments of products and necessary

chemicals. This support includes training,

connections to global testing facilities,

and access to the ASOS Chemical App;

and for ASOS suppliers, education

through the ACCT (ASOS Certified

Chemical Technologist) programme.

Additional disclosures

Chemical

compliance

& wastewater

management

Related material topics:

water; pollution

Risks

Effective and robust chemical

management through our supply

chain ensures that the products

we sell comply with regulations,

are safe for our customers, and

do not contribute to pollution.

Water is a vital component in

fashion production, from growing

raw materials to dyeing or

manufacturing. Failures in chemical

compliance, water usage and

wastewater discharge can lead

to reputational, legal or financial

impacts for ASOS or depleted or

polluted water sources and impacts

to biodiversity and human health.

We require suppliers to conduct

chemical testing on high-risk chemicals

where relevant, through independent

third-party testing centres or

certifications, supported by additional

due diligence testing. New partner

brands onboarded onto ASOS are

expected to provide an RSL, as well as

current chemical and test reports.

We’re a signatory member of the Zero

Discharge of Hazardous Chemicals

(ZDHC), Roadmap to Zero programme

and ask suppliers to follow the ZDHC

Chemical Management System Technical

Industry Guide. We work closely with our

suppliers and mills to ensure hazardous

chemicals are identified through InCheck

reports, and ClearStream reports

and are replaced with safer chemicals.

We’ve started mapping wet processing

suppliers and onboarding them to the

ZDHC Roadmap to Zero programme.

This year we achieved Champion level in

the ZDHC Brands To Zero assessment.

We require Tier 1 (final stage

manufacturing) suppliers to complete

the Worldly Higg FEM to enable us to

monitor compliance with wastewater

discharge. As not all suppliers complete

the FEM, we are not able to report an

overall compliance rate. In calendar year

2024 (our most recent full dataset),

we had four self-reported wastewater

permit non-compliances from our Tier

1 suppliers, and eight self-reported

discharge permits out of compliance in

our mills and wet processors. Information

on calendar year 2025 will be available

in next year’s Annual Report.

More information on our approach is

available at asosplc.com/sustainability/

fashion-with-integrity/.

Environmental

due diligence

Related material topics: climate;

biodiversity; water; pollution

Risks

Inadequate due diligence could lead

to uncontrolled or unaddressed

impacts on communities,

biodiversity, the environment or

people. As well as external impacts,

this could pose risks to ASOS through

non-compliance with due diligence

regulations, or associated legal,

financial, or reputational impacts.

Our approach

Own brands

Prospective suppliers are expected to

provide information related to sources

of energy, carbon emissions, and water

use prior to being onboarded as an ASOS

supplier. Once onboarded, suppliers are

expected to complete the Higg FEM from

the following calendar year, supporting

ongoing assessment and monitoring of

their environmental performance and

impacts. Tier 1 suppliers representing 78%

of our FY25 intake volume completed an

FEM. We continue to prioritise increasing

FEM completion rates to 100%.

Prospective mills are expected to provide

information related to sustainable

materials, sources of energy, chemicals

and water use prior to being onboarded as

an ASOS mill. We have improved visibility of

our existing mills and wet processors and

were able to increase the number of these

facilities reporting their environmental

performance to ASOS from 60 in FY24 (for

the 2023 calendar year) to 179 at the same

point in FY25 (for the 2024 calendar year).

Partner brands

New brands are screened using a Self-

Assessment Questionnaire (SAQ) or

equivalent disclosures such as Higg

BRM reports, B Corp Impact Reports or

equivalent retailers’ questionnaires, with

a focus on promoting transparency with

brand partners. These responses help

us assess supply chain transparency

and ethical practices. We validate these

responses through risk analysis that

combines SAQ data with desk-based

evidence and supply chain mapping. Where

gaps are identified, we work directly with

partners to implement corrective action

plans and drive continuous improvement.

We actively seek opportunities to

engage in regular, meaningful dialogue

with strategic partners regarding our

approach to sustainability, with the aim

of fostering continuous improvement

and driving industry-wide alignment.

Sustainability cont.

Product

ASOS Plc Annual Report and Accounts 2025

People

ASOS Plc Annual Report and Accounts 2025

Human

rights

Related material topics: equal

treatment and opportunities in

the supply chain; working

conditions and work-related

rights in the supply chain

Risks

“Not protecting stakeholder

safety and wellbeing” is a principal

risk for ASOS. Failure to protect

and respect the human rights of

the people involved in product

manufacture and logistics could

lead to significant loss of trust and

reputational damage, and financial

or legal penalties for ASOS.

Opportunities

Our People pillar continues to

enhance the resilience of our

business by helping to manage and

reduce risks in our supply chain,

strengthen our relationships with

our customers and communities, and

improve our operations through

more diverse representation at

senior levels.

Our work on human rights and due

diligence remains an important point

of difference for ASOS and is an area

where we continue to lead the way.

The work we have delivered over the

year will further strengthen our

approach, making our supply chain

and our partners more resilient to

shocks and ensuring workers are

protected. Our efforts across own

brands and partner brands mean we

are well placed to comply with

upcoming due diligence regulations.

Our approach

We take a robust approach to managing

risk and conducting due diligence across

our supply chain, underpinned by our

Human Rights strategy. This strategy was

informed by a salience review based on the

UN Guiding Principles. The review assessed

our full value chain, taking in desktop

research, reviews of policies and risk

assessments, and anonymised insights

from peer companies. We also engaged

with a wide range of internal and external

stakeholders, including leading human

rights NGOs, to identify the most

significant risks to people.

The review identified four key areas of

focus for our human rights strategy:

Forced Labour (Modern Slavery); Freedom

of Association; Wages & Benefits; and

Gender Empowerment.

Strategic progress

Implement our human rights

strategy to enhance the human

rights of workers across our value

chain, focused on Forced Labour

(Modern Slavery); Freedom of

Association; Wages & Benefits;

and Gender Empowerment.

FY25 performance

On track

Forced labour and modern slavery

In February 2025, we renewed our

Memorandum of Understanding with

GoodWeave International in Bangladesh to

deepen efforts in identifying and addressing

risks of forced and child labour, especially in

subcontracted product supply chains.

We also continued our partnership with

Unseen, a UK-based anti-slavery charity

that provides safehouses and community

support for survivors of modern slavery

and forced labour and operates the UK

Modern Slavery & Exploitation Helpline.

Freedom of association

One of the first commitments we set

ourselves as part of our Human Rights

strategy was to renew our Global

Framework Agreement (GFA) with

IndustriALL Global Union. We signed a new

GFA in August 2025, replacing our previous

GFA from 2018. The new agreement

reaffirms ASOS’ and IndustriALL’s

commitment to work together to tackle

human rights challenges and support

workers. Under the new agreement,

IndustriALL and ASOS will jointly develop

a binding dispute resolution mechanism

to handle worker grievances regarding

violation of freedom of association

and right to collective bargaining.

This continues our many years of

collaboration with IndustriALL and others

in the industry on freedom of association

and collective bargaining through the ACT

(Action, Collaboration, Transformation)

process. In FY24 we signed an agreement

with IndustriALL Global Union, supported

by ACT, to promote collective bargaining in

Cambodia’s garment and footwear sector.

The agreement includes commitments on

fair labour costing, country-level sourcing

volumes, and investment in training

and skills development. Since signing,

we’ve continued to work closely with

suppliers and trade unions in Cambodia to

support the implementation of collective

bargaining agreements that aim to

improve wages, benefits and working

conditions for workers across the sector.

Wages and benefits

Fair wages and decent working conditions

are closely linked to responsible purchasing

practices across our supply chains. By

buying responsibly, we help create stable

supply chains, boost productivity, support

long-term growth, and build stronger

supplier relationships.

We completed our regular Purchasing

Practices Survey this year, engaging

internal teams and suppliers. These

surveys are a critical tool in assessing

our progress and identifying areas

for continued improvement, and are

completed every other year. The insights

gained help us align our commercial

decisions with our commitment to

ethical sourcing and long-term supplier

partnerships. The survey results will also

form the basis for our upcoming strategy

on wages and benefits in our supply chain.

In Bangladesh, one of our key sourcing

countries, we joined the Employment Injury

Scheme (EIS) Pilot, implemented by the

International Labour Organization and

Deutsche Gesellschaft Für Internationale

Zusammenarbeit (GIZ). The Pilot provides

financial protection for workers and their

families following workplace accidents,

compensating for loss of earnings due

to permanent disability and offering

financial support to dependants in

the event of a worker’s death.

Gender empowerment

In September 2024, we sponsored a

new centre in Tunisia coordinated by

the local trade union, Tunisian General

Labour Union (UGTT), and IndustriALL.

The centre is dedicated to supporting

female workers in the garment industry by

addressing issues related to gender-based

violence, health and safety, and training.

The centre will organise workshops this

year for Tunisian and Moroccan unions

on transformational leadership, gender-

based violence and harassment, and

women’s committees’ action plans.

In Morocco, we’ve now onboarded four

factories to participate in our gender

empowerment programme. This

establishes women’s committees at

factories supplying ASOS, supported by

women’s rights defenders and NGOs.

Sustainability cont.

People

ASOS Plc Annual Report and Accounts 2025

In October 2024, ASOS partnered with

The Centre for Child Rights and Business

to launch a year-long programme in

a Chinese apparel factory, aimed at

empowering female workers and raising

awareness of gender equality and

anti-harassment among all staff. The

programme included needs assessment,

policy development, upskilling of training

staff, and the delivery of gender equality

training to employees, including both

management and workers. Additionally,

eight factory ambassadors were selected

and trained to promote gender equality

through ongoing in-factory activities.

Maintain and build our foundation of

effective own brand and partner

brand due diligence.

FY25 performance

On track

Own brands

We’ve continued to work closely with

suppliers to implement and enhance our

strong due diligence programmes. We

maintain a robust due diligence framework

to identify, evaluate and mitigate

potential human rights risks throughout

our supply chains, ensuring adherence

to our Code of Conduct. Central to

this framework is a multi-stakeholder

approach that prioritises engagement

and collaboration with suppliers,

factories, trade unions, and civil society

organisations, enabling us to enhance

risk awareness and implement effective

responses to emerging challenges.

Our human rights policies, part of

our Code of Conduct, guide how we

collaborate with suppliers through audits,

monitoring and continuous improvement

initiatives. We expect suppliers not only

to comply with these standards but

also to cascade them throughout their

own supply chains, ensuring effective

implementation at every level. This shared

responsibility is critical to maintaining

transparency, safeguarding human

rights, and driving higher standards

across our global operations.

We use a combination of our own

in-country teams and third-party

audit providers to identify risks at

factory level. Key audit providers we

partner with are ILO Better Work,

The Reassurance Network, ELEVATE,

RK Consultancy, Partner Africa,

and the International Accord.

Through these audits, we identify

compliance gaps and opportunities for

improvement, while also recognising

and sharing best practices. We also

check production levels to spot any

unauthorised subcontracting.

More than just a monitoring tool, audits

provide a platform for collaboration with

our suppliers and factories, helping us work

together to drive continuous improvement

across our supply chain.

As of 1 September 2025:

99.5%

of our Tier 1 and Tier 2 sites had

received an audit.

In FY26, as part of our ongoing

commitment to ethical standards and

continuous improvement, we’ll be joining

Stronger Together, a not-for-profit

focused on responsible recruitment

and fair work within the UK.

Partner brands

We manage human rights risks with our

partner brands through a structured

due diligence framework focused on

prevention, mitigation and remediation,

which was formalised during the

year. New brands are screened using

a Self-Assessment Questionnaire

(SAQ) or equivalent disclosures such

as Higg BRM reports, B Corp Impact

Reports or equivalent retailers’

questionnaires, with a focus on promoting

transparency with brand partners. These

responses help us assess supply chain

transparency and ethical practices.

We validate these responses through risk

analysis that combines SAQ data with

desk-based evidence and supply chain

mapping. Where gaps are identified, we

work directly with partners to implement

corrective action plans and drive

continuous improvement.

All partner brands are expected to align

with our Code of Conduct for Business

Partners, which includes contractual

obligations to report breaches and uphold

human rights standards.

We also implemented improved systems

to assess partners by exposure to risk

and compliance maturity, enabling

more targeted oversight, action and

support. Other enhancements covered

our approach to brands sourcing from

high-risk territories; a detailed risk

assessment of non-clothing brands,

developed through internal research and

engagement with industry peers; and

finally, strengthened collaboration with

our NGO partner, Unseen, to proactively

flag potential risks from brand partners.

To make our processes more efficient for

our brand partners, we’re collaborating

with our retail peers to harmonise due

diligence standards and mechanisms. In

future this will enhance engagement with

brands and drive greater collective action.

Goods not for resale (GNFR)

Mapping risk in various GNFR sectors

helps us identify those at a heightened

risk of modern slavery. In collaboration

with Anti-Slavery International, we

previously researched cleaning, security,

warehousing, last-mile delivery and inbound

freight companies. These insights allow

us to focus our efforts on areas where

risks are greatest. Our new partnership

with Unseen gives us access to its

business portal and has enhanced our risk

identification capabilities. We can identify

emerging themes from the modern slavery

helpline, which supports risk prioritisation.

At the end of FY25 we signed an

agreement with the International

Transport Workers’ Federation (ITF)

to cooperate in conducting human

rights due diligence (HRDD) in our

transport operations and logistics,

ensuring respect for human rights

and sustainability throughout ASOS’

supply chains. ITF will support us in our

HRDD policy design, the identification,

avoidance and mitigation of risk, and

the determination of remedies if rights

are violated. We will also engage with

our partner brands on HRDD for GNFR,

sharing best practice and resources.

Health and safety

“Not protecting stakeholder safety and

wellbeing” is a principal risk for ASOS. We

have obligations and duties to protect

the Health & Safety of all employees,

contractors, and visitors to any part

of our business. Failure to do so could

lead to reputational, financial, or legal

impacts to ASOS or harm to individuals.

We have occupational Health & Safety

standards in place across our office and

operational sites, designed to prevent

and support effective responses to

safety incidents. Our Global Health

and Safety Policy covers ASOS’ global

operations at ASOS managed sites

(e.g. offices) and sites engaged to

perform activity on behalf of ASOS, e.g.

fulfilment centres and returns centres.

ASOS Plc Annual Report and Accounts 2025

Grow our connection with

under-represented customers

and communities through authentic,

impactful partnerships and

programmes.

FY25 performance

Updated

commitment

Over the year we launched our

partnership with Tilting the Lens (TTL),

a consultancy specialising in disability

inclusion, to support the development of

our first adaptive clothing range. TTL’s

research and insights identified key

gaps in the market and challenges in the

online shopping journey, and provided

detail on priority product areas and

preferred fabrics, fit and functions,

for customers with disabilities. This has

informed the design phase of the range.

Community involvement has been

embedded at key stages to ensure

the collection is created with the

disabled community, including through

in-person fit sessions with community

members to better understand

their specific design needs.

To build on this work and unlock further

opportunities to support our customers,

we’ve established an internal working

group to improve the end-to-end shopping

journey for customers with disabilities,

to identify opportunities to improve

existing processes and accessibility.

The platform focuses on three core areas:

 Support for emerging brands:

Funding, collaborations, mentorship

and IRL showcases.

 Creative and cultural partnerships:

Collaborations celebrating diverse

communities and the culture-shaping

individuals and groups that support them.

 Championing the next generation of

talent: Funding, mentorship, and

production opportunities for up-and-

coming student and graduate creatives.

Through ASOS Supports, this year we

started a new partnership with Graduate

Fashion Week to scout emerging talent.

Plus, we continued our partnership with

The Sourced Collection through a new

product collaboration, co-designed

by both teams and sold exclusively on

ASOS. In addition to the collection,

ASOS is providing mentorship and

marketing and talent support to help

scale the brand’s reach and impact.

50% female and 15% ethnically

diverse representation across our

combined leadership team by FY30.

Please see page 41

Diversity,

equity &

inclusion

Opportunities

We see strategic opportunity in

enhancing our approach to diversity,

equity and inclusion in ways that

will resonate with our customers

and engage our communities. Our

relaunch of ASOS Supports over

the reporting period will enable

us to better support emerging

brands, form cultural and creative

partnerships that celebrate diverse

communities, and champion up-

and-coming fashion talent. This is

not just the right thing to do but

makes good business sense as we

continue our focus on delivering

sustainable, profitable growth.

Support and amplify new and

emerging talent and brands to

help make fashion more inclusive,

exciting, and relevant.

FY25 performance

Updated

commitment

As planned, we launched the second

cohort of our incubator programme

ScaleUP, in collaboration with Fashion

Minority Report (FMR). Three brands have

been selected to take part this year and

are receiving workshops, masterclasses

and mentoring from ASOSers and

experts across the industry to support

their growth. Later this year all three

brands will pitch for funding to scale up

their business, with the winning brand

also onboarded to ASOS.com in 2026.

ScaleUP also forms part of ASOS

Supports, an expanded cultural

engagement platform reintroduced this

year and dedicated to backing the next

generation of people, communities and

brands shaping the future of fashion and

culture. Originally launched to spotlight

creative talent, ASOS Supports has

evolved into a long-term commitment to

empowering the next generation through

mentorship, collaboration and funding.

Sustainability cont.

People

ASOS X (Fashion) Minority Report ScaleUp demo day

ASOS Plc Annual Report and Accounts 2025

Our people

We aim to fuel profitable growth by building a

high-performing, inclusive culture rooted in speed,

bravery and creativity. We empower ASOSers

to make an impact and equip them to deliver

on our strategy with ownership, honesty and

transparency — staying true to the fast-paced,

innovative spirit that makes ASOS the place to be.

Our

people

Learning

We use technology to improve the

design, implementation, scalability,

and accessibility of the educational

programmes we offer. Since its launch

in July 2024, our Thrive learning

management system has been utilised

by all ASOS employees, including those

at partner sites. The platform has

accumulated over 300,000 views across

its 2,500 on-demand learning resources,

enabling more efficient and accurate

tracking, logging and communication of

our learning initiatives. Additionally, Thrive

has supported both in-person and virtual

ASOS events, with an impressive 24,000

registered sign-ups throughout the year.

We have made significant strides in

advancing the technical skills of our

specialist engineers with expertise in

the ASOS Compute Platform, QA Learning

Foundations, Software Craft and Design,

and Java. To complement these sessions,

we also introduced a new learning path

called ‘ASOS Engineering Foundations,’

which automates the allocation of

laboratory resources for our learners.

In our ongoing efforts to enhance

customer experience, we successfully

supported our Customer Care

colleagues across the UK, India and

the Philippines to understand changes

related to account closure returns,

updates to fair use policies, and the

launch of our new Customer Loyalty

Programme, ASOS.World. By prioritising

a ‘customer-first’ approach, we equipped

our team to handle inquiries related

to these changes more effectively.

As we move into FY26, we will be adopting

more personalised learning and in-

the-moment experiences to create a

dynamic and agile learning environment

that empowers our employees to thrive

and excel in their roles. Leadership

development will continue to be a

cornerstone of our strategy to foster a

culture of continuous improvement and

innovation, equipping our leaders with the

skills and knowledge required to navigate

the ever-evolving business landscape.

We are excited about the future and look

forward to continuing our journey of

growth and development.

Apprenticeships

In FY25, our Route-To-Hire programme

welcomed its second cohort, offering

industry access for young adults.

Fourteen new hires began a rotation

across the Buying & Merchandising area

of the product team, joining the other

636 ASOSers participating in our various

Apprenticeship programmes since FY17.

We currently have 76 people studying

across 11 apprenticeship standards with 7

training provider partners. Over the past

year, 42 participants completed their

qualifications, with 69% of them earning

Distinctions. We used the apprenticeship

levy to upskill staff in leadership,

management, business analysis, coaching,

data analysis, and HR, at levels 3-7.

Notably, our first two FY24 Route-To-Hire

apprentices have secured permanent

Junior Creative Project Manager roles.

ASOS Plc Annual Report and Accounts 2025

This year, we improved recruitment,

programme structure, provider delivery,

and policies to support emerging talent.

With the launch of Skills England, future

growth and flexibility through the

Growth and Skills levy, and government

emphasis on Creative Industries and

Digital & Technologies in the UK’s Modern

Industrial Strategy, ASOS is well-

positioned for future opportunities.

Attracting and retaining

amazing people

We have continued to invest in hiring and

retaining exceptional talent this year,

introducing new tools and initiatives

aimed at driving and embedding a

high-performance culture across ASOS.

In July, we launched a Bar Raiser

programme for Leadership-level

hiring, appointing 31 of ASOS’ highest

performing leaders to assess future

candidates against our Company

values and behaviours and to support

their successful onboarding and

assimilation into our culture.

In February we implemented Maki, a

candidate assessment platform enabling

data-led, objective decision making in

hiring. Maki enhanced the rigour and

consistency of our hiring practices,

streamlining assessment centres for

junior to mid-level roles at ASOS.

Similarly, for technical roles, another

recruitment tool called Hackerrank

was implemented in November, with

the objective of raising the quality

of new Engineering hires. Of the

101 candidates assessed at final

interview stage, only 15 passed testing,

reflecting the tool’s effectiveness

in identifying high-calibre talent.

Our employer brand initiatives have aimed

to communicate our purpose, values

and culture to prospective candidates

from varied backgrounds. In May, we

introduced a new careers page on Flexa,

which consistently ranked among the

top ten most visited company profiles

and received approximately 114,000

search appearances over a three-

month timeframe. Engagement on our

LinkedIn channel increased by 80%

compared to the previous year. Although

there has been a decrease in overall

vacancies during FY25, ASOS continued

to attract applicants, as shown by a

483% rise in applications, in contrast to

the 9% average decline in applications

per vacancy in the UK (LinkedIn

Labour Market Report, July 2025).

We hosted our second annual ‘Shape Your

Career’ event in June as part of our focus

on internal career opportunities and talent

retention. The event featured inspiring

talks, coaching and a networking session

hosted by the Management Committee, all

designed to break down silos and empower

career growth across the organisation.

Over 500 ASOSers attended this

company-wide initiative.

Monitoring and evaluating

We continue to monitor and evaluate

impact of our efforts through data and

dialogue; one mechanism is the Your

Voice Matters annual engagement

survey. Running the Your Voice Matters

engagement survey is a key way we

bring our ambition to life. To build a high-

performing, inclusive culture rooted in

speed, bravery and creativity, we need

to deeply understand the experiences,

needs and ideas of our people. This survey

gives ASOSers a platform to speak up

with honesty and transparency. This year

we received over 20,000 comments,

helping us to identify what’s working,

what’s getting in the way, and where

we can evolve. It enables us to empower

every individual to make an impact. To

ensure we stay responsive, we will be

evolving Your Voice Matters from an

annual survey to an always-on listening,

feedback & action mechanism. Facilitating

a people-led and reflecting the fast-paced,

innovative spirit that defines ASOS.

ASOS Plc Annual Report and Accounts 2025

Diversity

Attracting and retaining

diverse talent. This pillar

encompasses two Fashion

with Integrity (FWI) targets

Equity

Ensuring our pay philosophy,

benefits, policies and procedures

are set up to support ASOSers

fairly and equally

Inclusion

Respecting, understanding,

learning from and celebrating

each other, in the spirit of

fostering a connected and

psychologically safe workplace

Diversity, Equity & Inclusion (DEI)

Our internal DEI strategy is a core

part of the wider People Experience

(PX) strategy. It’s split into three:

We continue to work towards our FWI

targets of achieving 50% female and 15%

ethnically diverse representation across

our Senior Leadership Team by FY30.

Over the past year, we’ve made significant

progress in that we’ve continued to

increase our female Senior Leadership

representation and we’ve surpassed our

ethnically diverse representation target.

To strengthen disability inclusion, in

collaboration with our Same but Different

(Disability & Neurodiversity) employee

network, we have partnered with Tilting

the Lens, a consultancy specialising in

this space, to review our PX processes,

policies and procedures to improve

the employee experience for disabled

and neurodivergent ASOSers. Other

important initiatives led by the Same

but Different network group include

acknowledging Neurodiversity Celebration

Week, World Autism Acceptance Week

and Disability Pride Month, welcoming

various guests, hosting photo shoots

and screenings across our sites.

This year we introduced Hertility,

providing women at ASOS with at-home

hormone and fertility testing through

our benefits programme, supporting

them from menstruation through to

menopause, and we continue to spotlight

important moments in the year like

Endometriosis Awareness Month. We’re

also now officially partnered with Fertility

Matters at Work, the UK’s leading

provider for fertility support in the

workplace and we’re working together

to become a Fertility Friendly Employer.

Our Reach Out Rep mental health network

group continues to grow, with over 40

ASOSers now trained to Mental Health

First Aid England standard. This year, we

launched a new directory with bios and

contact details to increase visibility and

access across ASOS. We also marked key

awareness moments including World

Mental Health Day and Mental Health

Awareness Week.

We celebrated Diwali with our Race,

Ethnicity & Culture network alongside our

Hindu, Sikh & Jain ASOSers and hosted

a My Roots, My Route: In Conversation

With…engaging Ras Vaghjiani (EVP of

People Experience and Communications)

and Rishi Sharma (General Counsel and

Company Secretary) for South Asian

Heritage Month 2025, exploring heritage,

identity and lived experience. For Black

History Month, the network hosted some

impactful events including our second

Black History Month shoot, spotlighting

our Black ASOSers and what the month

means to them, and a breath workshop

to relax, reflect and share stories, led by

2023 MasterChef finalist, Lauren Wilmott.

For Pride this year, THEYSOSers (our

LGBTQIA+ network) attended The Pride in

London Gala Fundraiser Dinner, walked in

the London Pride Parade, and joined

Belfast Pride - all huge moments of

celebration and activism. We also

partnered with Just Like Us and myGwork

to run a Pride Parents & Carers Panel and

an LGBTQIA+ Allyship in an Increasingly

Hostile World session for ASOSers to

continue their learning.

We hosted a launch event for our

Women’s+ network at the start of the

financial year, featuring a talk by Alex

Light on body positivity and a panel

on imposter syndrome and career

development with senior women at

ASOS. Following the event, the network

established an internal Women’s

Wellbeing channel, providing a safe and

inclusive space for anyone experiencing

perimenopause or menopause.

We continue to celebrate ASOSers who

are embodying our purpose through our

monthly ‘Be Whoever You Want to Be’

series where we spotlight authenticity

and inclusivity.

In our latest all-company engagement

survey, Your Voice Matters, we scored

8.3/10 for the statement “ASOS supports

diversity and inclusion, and people of all

backgrounds are accepted for who they

are.” This reflects the positive impact of

our Diversity, Equity & Inclusion efforts

and provides a strong foundation for

continued progress in FY26.

Our people cont.

To mark Black History Month 2024, ASOSers celebrated with a “Sunday Best” shoot with our Studios team - exploring the

connection between clothing, identity and values. This special shoot spotlighted ASOSers embracing the pride and meaning

behind dressing up, where style meets tradition, heritage and community

46%

54%

39%

44%

16%

54%

29%

16%

69%

23%

79%

11%

70%

12%

ASOS Plc Annual Report and Accounts 2025

Senior Leadership

Gender balance as at 31 August 2025

Management Committee

Ethnic balance as at 31 August 2025

Management Committee

All ASOSers

Senior Leadership

All ASOSers

Female

White British or other White

(including minority-white groups)

Asian/Asian British

Other ethnic group,

including Arab

Blank

Male

Non-binary, Agender or ‘Prefer to

describe myself in another way’

Not specified/prefer not to say

Blank

Mixed/Multiple Ethnic Groups Black/African/Caribbean

/Black British

Not specified/prefer not to say

1 Defined as “Head of and above positions”. See page 83 of our Nomination Committee Report for more information on our Senior Leaders’ diversity.

The gender data below is based on gender

identity, as disclosed by ASOSers in our

Workday people platform. We’re committed

to reporting gender data as accurately and

respectfully as possible, which is why we’ve

chosen to report based on gender identity -

to avoid misgendering people. However, this

approach means we currently have some

gaps in our data, which we aim to address

through ongoing internal data disclosure

campaigns. For our FWI targets, we continue

to use legal sex data, as this is available for

100% of ASOSers. Our intention is to

transition to reporting on gender identity

here too, as we improve data completeness.

ASOS Plc Annual Report and Accounts 2025

Stakeholder engagement

Our key stakeholders are instrumental in fulfilling

our mission, making effective stakeholder

engagement essential for achieving our long-term

objectives and generating sustained value.

Details of how we engaged with

our stakeholders, considering

the long-term goals for each

can be found on pages 42 to 45.

How the Board considered our

key stakeholders in their principal

decision making during the year

can be found on page 79.

Customers

Why they’re important

Our goal is to create and curate products and experiences to

excite fashion-lovers. Staying relevant means understanding

what matters most to them. Regular engagement with our

customers allows us to meet their needs and tailor our

products and content, supporting our long-term success.

How we engaged

 Our quarterly Net Promoter Score (NPS)

customer experience surveys captured

satisfaction data on our end-to-end

journey across our core markets.

 We launched the ASOS.WORLD loyalty

programme, using customer feedback

to develop key features.

 Our customer care team gathered

customer feedback through advisors

and virtual assistant chats across

c.9.2m contacts in FY25.

 Our Board received updates on brand

performance and customer health

metrics at Board meetings and at

the Board Strategy Day.

 We conducted quarterly surveys in the

UK to gain customer feedback on choice

and retention to help us shape our

product roadmaps.

 We hosted real-life events for our

customers during the year to provide

deeper engagement opportunities,

including our London and New York

pop-up stores.

 We held an in-person focus group

session with disabled consumers to

help shape what an accessible product

range should look like.

Key outcomes

 Customer feedback from the pilot phase

of ASOS.WORLD provided key insights

that shaped key features and benefits.

 Tier 4 customers of ASOS.WORLD won

access to our adidas X ASOS catwalk

event, entry to the TSTM Trafalgar

Square event, tickets to a PAT McGRATH

LABS beauty masterclass and new

season collection previews.

 Following customer feedback we made

changes to the quality of our own-brand

products e.g. our new breatheMAX™

fabric that pulls moisture away from

the skin and dries quickly.

 Customer feedback on fit and sizing

led to the expansion of our templates

library, used to create consistent

and better fitting garments.

Our ASOS.WORLD PAT McGRATH

LABS beauty masterclass

adidas Originals x ASOS Catwalk

Topshop Topman (TSTM) Trafalgar Square Takeover

ASOS Plc Annual Report and Accounts 2025

ASOSers

Why they’re important

We’re determined to create an employee

experience like no other, where our

ASOSers can be whoever they want to be.

An experience that ASOSers love, where

they learn, collaborate, embrace change,

and can be authentic, brave, creative and

deliver in everything they do.

How we engaged

 We launched our new ‘Your Voice

Matters’ (YVM) employee engagement

survey which offers employees the

opportunity to provide feedback on

a wide range of areas.

 We held regular Townhall meetings

with our CEO and other Senior Leaders,

connecting ASOSers with our strategic

goals, providing key company updates,

and offering opportunities for Q&A with

Senior Leaders.

 We maintained strong internal

communications with ASOSers through

our weekly newsletter ‘The edit’.

 We invited ASOSers to nominate fellow

employees for an ASOS ACES award, an

annual award ceremony recognising

ASOSers for their extraordinary

performance.

 Our Board received periodic

employee engagement feedback.

 Our ‘Meet the Board’ series continued.

In conjunction with our FWI strategy

re-launch, Anna Maria Rugarli held an

employee engagement session to

discuss her career in fashion and

sustainability with ASOSers.

 We started a ‘Meet our ASOSers’ series

for the Board to meet ASOSers across

different teams in their day-to-day role.

Key outcomes

 Our YVM survey helped us to identify key

focus areas for improvements to take

forward in FY26.

 As a result of ASOSer feedback from

the previous engagement survey, in

FY25 we:

– implemented a new parental leave

policy in FY25, extending the number

of paid time off weeks; and

– formalised our summer hours, allowing

ASOSers to finish at 3pm on Fridays in

June – August.

 We held several sessions to acknowledge

and celebrate key dates such as Mental

Health Awareness Week, Pride, Black

History Month and South Asian

Heritage Month.

 Our ‘Meet the ASOSers’ initiative

allowed the Board to engage directly

with employees at all levels, helping

them assess how company culture

is embedded.

 We held our annual ASOS ACES

awards to celebrate our ASOSers who

embodied our values and behaviours.

Our award categories included

Heartfelt and Unsung Hero awards,

Collaborator of the Year, Customer-

first Champion, Team and Leader of the

Year and our top award the Ace of Aces.

Shareholders

Why they’re important

A key objective for the Board is to

create value for shareholders. Our

mission, purpose, values and strategy

strive to deliver sustainable profitable

growth for our shareholders.

How we engaged

 Meetings were held with institutional

investors and analysts throughout

the year, including following release

of our full-year and half-year results,

hosted by the CEO, CFO and Investor

Relations team.

 We continued to receive feedback

and engage with shareholder queries

through our dedicated Investor

Enquiries email address.

 Our Board received feedback from

our corporate brokers and Investor

Relations team regarding market

reaction and investor views after

announcements and roadshows.

 Our Investor Relations team provided

the Board with a market update at

each scheduled Board meeting, which

includes shareholder feedback as and

when appropriate.

Key outcomes

 We saw strong shareholder engagement

with 82.4% of our share register voting

at our AGM held on 22 January 2025.

Bianca Peltier was the winner of our

‘Ace of Aces’ award in FY25. Bianca

has been changing the perception

of ASOS in the branded world with

her passion and energy. She is

best in class at brand acquisition

in her role as Senior Buyer and has

cemented our place as a streetwear

destination by unlocking new and

exciting streetwear brands. Bianca

has extended herself beyond her role

by leading her team in Partner brands

on new launch strategies, marketing

ideas, spreading positive momentum

and building new and robust processes

for commercial priorities. She is a

role model, cheerleader and go-to

figure for her entire team, working

incredibly hard and taking on any

challenge with a positive outlook.

Board member Christine Cross at a

‘Meet the ASOSers’ session focused

on Product

Our CEO and Director of Talent

and Culture presenting the FY25

Ace of Aces Award

ASOS Plc Annual Report and Accounts 2025

Stakeholder engagement cont.

Suppliers

Why they’re important

Maintaining close working

relationships and open transparent

dialogue with our suppliers is key to

offering our customers the best

fashion, whilst protecting human

rights across our supply chain.

How we engaged

 Our dedicated Human Rights team

continued to manage and mitigate social

risks in our supply chain globally.

 We conducted factory audits globally to

monitor compliance with the ASOS Code

of Conduct and relevant local legislation.

 We engaged directly with our suppliers,

trade unions and Non-Governmental

Organisations (NGOs) at the start of

new projects to ensure initiatives are

contextually relevant and shaped for

long-term success.

 We continued to engage with existing

key brands and suppliers to maintain

solid relationships.

 We ensured strong collaboration with

our Test & React suppliers to deliver our

programme with agility and speed.

 The Board monitors the way we manage

our supply chain to ensure we continue

to operate responsibly in line with our

Fashion with Integrity commitments.

Key outcomes

 We extended our partnership with

GoodWeave, a non-profit organisation

that promotes transparency in global

supply chains in India and Bangladesh to

address forced and child labour in

sub-contracted supply chains.

 We completed a Purchasing Practices

Survey to assess, progress and inform

strategy on wages and benefits.

 We joined Stronger Together for fair

work and responsible recruitment in UK.

 We renewed our Global Framework

Agreement with IndustriALL to

support workers and develop dispute

resolution mechanisms.

 We signed an agreement with

International Transport Workers’

Federation (ITF) to address human rights

issues for transport workers in China.

 Through our Test & React programme

our suppliers in Turkey co-developed a

rapid sampling and production model,

cutting design-to-delivery times to

around 3 to 4 weeks, enabling faster

reactions to trend shifts.

Partner brands

Why they’re important

Maintaining strong relationships

with our partner brands is crucial

in ensuring our customers have

access to the best and most

relevant third-party brand

products, all in one place.

How we engaged

 Feedback and collaboration with our

partner brands continually informs

the evolution of our trading channels

including Wholesale, Partner Fulfils,

ASOS Fulfilment Services (AFS)

and brand visibility across our site.

 A new Brand Acquisition & Development

team was established to engage with

brands across a full portfolio of services

we can offer them.

 Our Design teams collaborated with

brands including adidas and New

Balance to bring exclusive

collections to ASOS.

 We continued to partner with Face

& Body brands to offer customers

exclusive monthly beauty boxes and

seasonal gift sets and advent calendars.

 Through engagement with our partner

brands, we expanded our AFS model.

 Our ASOS Media Group (AMG) engages

with our partner brands to connect

them with our customers through

tailored advertising and data-driven

campaigns across ASOS’ sites.

Key outcomes

 We launched an exciting multi-year

collaboration with adidas x ASOS,

co-designing an exclusive womenswear

collection.

 We added c.100 new brands onto our

platform, bringing customers access

to an improved curation of the most

relevant brands and products.

 The highly anticipated ASOS exclusive

adidas cow print Sambas sold out within

hours of being dropped and we launched

a number of ASOS exclusive New

Balance trainers on our site.

 The ASOS Face & Body seasonal gift

sets and advent calendar were a great

success and all sold out.

 We successfully transitioned one of our

biggest brand partners, Inditex, onto

our AFS model, improving the range of

products available to our customers

in an efficient way.

 AMG helps brand partners produce

creative marketing that resonates

with ASOS customers and reaches

relevant audiences on ASOS,

positioning and amplifying their

brands and driving conversion.

The ASOS exclusive adidas cow

print Samba

ASOS Plc Annual Report and Accounts 2025

Communities

Why they’re important

Operating responsibly in everything we do is not just

incredibly important to our business and our people, it is

also key to driving positive outcomes for the communities

in which we operate. We want to support the people who

support us. We’ve continued to actively engage with local

communities and charities – helping drive positive change.

How we engaged

 We continued our partnership with

(Fashion) Minority Report to support the

development of young creatives across

the UK through mentoring.

 In collaboration with (Fashion) Minority

Report, we completed our first cohort of

ScaleUp - our incubator programme to

help up and coming brand owners to

scale their businesses.

 We ran a listening session with

ambassadors from Just Like Us, the

LGBTQIA+ young people’s charity,

to aid their confidence in telling their

lived experiences as part of the

LGBTQIA+ community.

 We continued to engage with various

local charities and NGOs in countries

where we source from to strengthen our

ethical and sustainability practices.

 The ASOS Foundation liaised with

relevant charity partners to support

our local communities in London

and Barnsley.

Key outcomes

 44 ASOSers took part in our ‘Give a Day

Away’ initiative, which offers ASOSers a

day of paid volunteering, to support

various charities and causes.

 Through ScaleUp and our partnership

with (Fashion) Minority Report, we

onboarded two successful brand owners

from the first cohort onto the ASOS site.

 We sponsored a new centre in China,

co-ordinated by a local union and

IndustriALL, to support female garment

workers and address gender-based

violence and harassment.

 We launched a gender empowerment

scheme supported by NGOs in Morocco.

 In celebration of Pride, our

‘THEYSOSers’, our LGBTQIA+

network, led our ASOS representation

in the London Pride parade.

ASOS

Foundation

The ASOS Foundation was established as

a charity in 2013 with the aim to open

doors, remove barriers and help young

people change their lives for the better.

The ASOS Foundation (“The Foundation”)

invests in high-impact projects which

focus on instilling confidence and

unlocking talent and utilises our

expertise in fashion and technology to

create life-changing interventions for

young people. Since 2013, The Foundation

has donated c.£8.2m and has built

impactful, strategic partnerships with

charitable organisations who are playing

a key role in breaking down barriers

faced by young people.

ASOS Foundation key outcomes

Throughout the period the ASOS Foundation:

 continued to partner with youth homeless charity

Centrepoint and;

– supported its helpline, a key homelessness prevention

tool, and funded the introduction of a chatbot to

provide out of hours support to young people at

risk of homelessness. Through Centrepoint’s contact

centre, over 5,000 young people were supported

through the helpline, and over 7,500 contacts

were answered through the webchat and

chatbot functions;

– invested in the pilot of a legal clinic with Centrepoint,

offering young people support in navigating the

complex assessments and forms that may stand in

the way of them receiving housing.

 extended its long-term commitment to OnSide,

a national youth charity, and:

– donated towards the build of ‘Base 71’ youth zone

in Barnsley set to open in early 2026 and pledged

continued support to the charity’s ongoing costs; and

– invested in a five-year development initiative to

support junior youth workers with career progression

through to degree level, to ensure they continue their

crucial youth zone work.

ASOS x (Fashion) Minority Report ScaleUp demo day

OnSide have youth zones throughout

the UK, providing activities and

opportunities for young people

ASOS Plc Annual Report and Accounts 2025

Financial review

Financial

review

Revenue or GMV growth figures are expressed on a like-for-like (LFL) basis unless otherwise indicated,.

£m

Year to 31 August 2025

UK EU US

Rest of

World

Total

reported

Adjusting

items

Total

adjusted

Retail sales 1,137.0 788.1 236.0 178.4 2,339.5 (6.4) 2,333.1

Income from other services 74.8 31.2 21.7 10.6 138.3 (6.6) 131.7

Total revenue 1,211.8 819.3 257.7 189.0 2,477.8 (13.0) 2,464.8

Cost of sales (1,311.1) 8.3 (1,302.8)

Gross profit 1,166.7 (4.7) 1,162.0

Distribution expenses (262.3) – (262.3)

Administrative expenses (828.1) 54.3 (773.8)

Other income 16.5 (10.8) 5.7

EBITDA 92.8 38.8 131.6

Depreciation, amortisation and impairments (305.1) 141.3 (163.8)

Operating loss (212.3) 180.1 (32.2)

Finance income 4.8 – 4.8

Finance expense (74.1) 3.3 (70.8)

Loss before tax (281.6) 183.4 (98.2)

Aaron Izzard

Chief Financial Officer

During the 52 weeks to 31 August 2025

(the year) the Group realised an

adjusted loss before tax of £98.2m,

and an adjusted EBITDA of £131.6m,

a £51.5m improvement on the results

for the same period last year.

As in the first half, across FY25 our new

stock operating model has continued

to deliver measurable benefits to stock

health. This has driven a sustained

reduction in markdowns and improvement

in our full price sales mix, supporting a

gross margin of 47.1%, up 370bps YoY. In

parallel, further cost base optimisation

was achieved through a range of actions

including mothballing the US fulfilment

centre and renegotiating key distribution

contracts, delivering additional efficiencies

and lowering variable cost to serve.

The FY25 exit cost base has also been

structurally reduced across multiple areas

of the business, providing a stronger

foundation for future periods. Together,

these actions have helped offset the

impact of a YoY sales decline, resulting in

an adjusted EBITDA margin of 5.3%, an

increase of 250bps versus FY24.

The reported loss before tax of £281.6m

for the year includes adjusting items

totalling £183.4m. Property-related

initiatives account for £175.8m, the

significant majority being the result of the

mothballing of our US fulfilment centre,

as noted in the interim results. Much of

the expenditure under this programme

is the non-cash impairment of tangible,

intangible and right-of-use assets.

Other adjusting items include a £13.8m

gain relating to the sale of a majority stake

in the TSTM brands, reported within other

income, and a £5.0m provision in relation to

ongoing legal proceedings in an overseas

territory. The remaining £16.4m primarily

relates to strategic initiatives aligning

organisational structure to support

operational efficiencies.

ASOS Plc Annual Report and Accounts 2025

GMV

All the KPIs below now include the Flexible Fulfilment models, given

their increasing scale, and hence comparatives are restated.

LFL are adjusted for the impact of foreign exchange translation

and adjusting items. For more detail, please refer to the

Alternative Performance Measures (APMs) note at the

end of the financial statements.

Year to

31 August

2025

Year to

1 September

2024 Change

GMV (£m) 2,456.3 2,817.8 (12%)

Active customers (m) 17.0 19.7 (14%)

Average basket value (£) 42.89 41.47 3%

Average basket value

LFL (£) 43.36 41.47 5%

Average order frequency 3.37 3.45 (2%)

Total shipped orders (m) 57.3 67.9 (16%)

Total visits (m) 1,912.9 2,252.4 (15%)

Conversion 3.0% 3.0% –

GMV declined by 12% YoY, reflecting strategic actions

taken to improve order profitability against a soft consumer

backdrop. While top-line performance was lower than expected,

amid continued macroeconomic uncertainty, this was also

driven by a sustained deliberate focus on strengthening

profitability foundations to create headroom for future

growth investment. As a result of these actions, quality

of sales improved: the full-price mix increased, markdown

reliance reduced, and own brand gained share within the sales

mix, all contributing to a more profitable revenue base.

Flexible fulfilment models, Partner Fulfils (PF) and AFS, gained

significant traction, representing more than 10% of third-

party GMV by the end of the year, up from 5% at the end of

FY24. This shift broadened our product range without adding

inventory risk and ensured GMV growth outpaced revenue,

as anticipated. With adoption accelerating in H2, these

models are positioned to play an even greater role in FY26,

reinforcing our strategy to scale efficiently and enhance

customer experience. Reflecting this mix shift, we have moved

to GMV as the primary indicator of top-line performance.

Customer metrics mirrored these dynamics, with active

customers decreasing by 14% YoY, and visits tracking this trend,

falling by 15%. However, customer retention rates are improving,

signalling that the changes we are implementing are resonating

with customers and laying the foundations for future growth.

Conversion remained broadly stable despite a leaner

promotional stance.

We continued to optimise returns within our new commercial

model. Building on FY24 actions, we introduced targeted,

data-led measures in H1 and H2 focused on persistently high

return behaviours, while continuing to offer free returns to

all our customers in our core markets. Together with ongoing

improvements to product quality and fit, these steps reduced

returns and strengthened basket level profitability. The modest

impact on sales through the year reflects an intentional mix shift

towards healthier orders, consistent with our strategy to drive

sustainable, profitable growth.

Overall, top-line performance reflects challenging market

conditions and inflationary pressures, alongside the deliberate

steps taken to strengthen profitability, creating the foundations

that will underpin the next phase of growth.

Performance by market

United Kingdom

Year to 31 August

2025

GMV -7%

Total revenue -9% (-9% LFL)

Visits -12%

Orders -12%

Conversion flat

ABV +6% (+6% LFL)

Active customers 6.5m (-8%)

UK performance was more resilient than other regions through

FY25. GMV declined 7%, primarily reflecting lower site traffic

and fewer orders against a cautious consumer backdrop in

the UK retail sector. A sharper focus on newness and speed to

market in our new model, with Test & React embedded at scale

and own brand gaining share, meant that the assortment was

fresher and more relevant: supporting healthier sell-through,

higher ABV and improved margins. The improvement stems from

product resonance and execution - getting the right product to

customers faster - demonstrating the model’s effectiveness.

Customer activity reflected these shifts. Active customers

declined 8% to 6.5m, but customer retention is improving, driven

by a more relevant, trend-led assortment. This was supported by

the wider roll-out of Flexible Fulfilment models, giving the ability to

scale availability of high-demand products at pace, and enhanced

customer engagement through collaborations and new brand

launches. Conversion held broadly stable, even as we moved away

from heavy promotional stimulus, underscoring the appeal of

newness and improved product execution.

Europe

Year to 31 August

2025

GMV -16%

Total revenue -19% (-17% LFL)

Visits -17%

Orders -20%

Conversion -10bps

ABV +3% (+5% LFL)

Active customers 7.6m (-16%)

GMV across European markets declined by 16% YoY, in part driven

by actions taken to limit unprofitable orders. The region saw a 17%

drop in visits, contributing to a 20% reduction in orders, though

this was partially mitigated by a 5% uplift in ABV, reflecting a more

favourable full-price sales mix and reduced markdown as the new

operating model delivers profitability benefits.

Macroeconomic pressures remain a factor in the region’s

performance, and initiatives such as the introduction of a free

returns threshold in H2 FY24 - targeting high-returning customer

segments - have contributed to a more profitable sales mix.

Building on this foundation, FY25 saw the roll-out of further

returns management enhancements. These steps improved

variable contribution, even as they tempered top-line growth in

the near term. With these measures now embedded, we expect

the top-line impact to subside as we lap the changes during FY26,

creating a sustainably profitable base as we pivot to the third

stage of our transformation – re-engaging with consumers

through targeted product and experience enhancements.

ASOS Plc Annual Report and Accounts 2025

United States

Year to 31 August

2025

GMV -18%

Total revenue -25% (-22% LFL)

Visits -17%

Orders -24%

Conversion -20bps

ABV +4% (+8% LFL)

Active customers 1.7m (-21%)

US GMV declined 18% YoY as a result of lower traffic combined

with a small drop in conversion (20bps). Strong ABV which

increased 8%, partly offset the order decline (24%).

The US market’s structural profitability opportunities were acted

on ahead of any other market, initiated in H2 FY24. Encouragingly,

following the annualisation of the significant profit actions we

undertook and the shift of fulfilment from the US to the UK

broadening access to a wider and fresher stock pool, H2 YoY GMV

decline of 7% narrowed significantly compared to the 26% decline

in H1 FY25. The actions taken to improve profitability included

a pivot to more efficient performance marketing investment,

tighter returns policies for persistently high returning cohorts,

and reduced markdowns with greater promotional discipline.

Together, these steps improved full-price mix and variable

contribution, and delivered a significant improvement in the

trajectory of active customers in H2. The rate of decline

narrowed from 31% in H1 to 21% in H2, supported by new

customer acquisition being broadly flat in H2, a notable

improvement on the 38% decline in H1. Alongside this, a

consistent improvement in the trajectory of retention rates

has been seen across H2, resulting in a YoY improvement in Q4.

This underscores the success of the strategic approach to

addressing structural profitability ahead of upweighting our

re-engagement activity with consumers, reinforcing confidence

as this approach is executed across other key markets.

Rest of World

Year to 31 August

2025

GMV -15%

Total revenue -16% (-14% LFL)

Visits -14%

Orders -17%

Conversion -10bps

ABV +1% (+3% LFL)

Active customers 1.2m (-18%)

Total RoW GMV declined 15% YoY as softer demand and a

marginal 10bps deterioration in conversion resulted in a

17% drop in orders.

ABV rose 3%, partially cushioning the impact of lower volumes.

These gains in basket economics, together with disciplined trading,

continue to support improved order profitability. As actions taken

in prior years annualise, the rate of GMV decline has improved YoY

from a decline of 34% to 15%, demonstrating the positive impact

of the new operating model on customer offering.

Gross margin

Adjusted gross margin increased 370bps YoY to 47.1%, underpinned

by sustained benefits from our commercial operating model.

Our new model - anchored on newness and more relevant product

offering to customers - has delivered higher full-price sell-through

and structurally lower reliance on markdown. Where clearance is

required, it is targeted and seasonally timed, improving the customer

offer and reinforcing the efficiency of the stock model.

In addition, the scaling of Flexible Fulfilment models, PF and AFS, has

begun to contribute meaningfully: these models enhance assortment

and reduce inventory risk, supporting margin expansion, while the

associated fee income and capital-light fulfilment economics helps to

support our profitability ambitions.

Reported gross margin was 47.1%, up 710bps YoY; the additional YoY

uplift reflects the impact of non-underlying stock write-off

programmes recognised in FY24.

Financial review cont.

ASOS Plc Annual Report and Accounts 2025

Operating expenses

Adjusted cost to serve (excluding D&A) increased 130bps to 42.0%. This reflects a c.200bps impact from the deleveraging effect of

lower sales and inflationary pressures, resulting in an underlying improvement in cost to serve of c.100bps. Absorbed within this were

the royalty payments to the TSTM joint venture, and despite their inclusion, the variable cost to serve still improved by 70bps. This

improvement in variable cost to serve reflects efficiency gains from a range of actions including renegotiated distribution rates across

key markets and a more efficient approach to marketing spend. Fixed costs in absolute terms decreased significantly YoY, highlighting the

continued heightened discipline in capital allocation. Cost actions in H2 mean the FY25 exit cost base is significantly lower, driven by a

waste removal and efficiency-led approach, which will drive future annualised savings.

£m

Year to

31 August

2025

% of

revenue

Year to

1 September

2024

% of

revenue

Change in

£ Value

Distribution costs (262.3) (10.6%) (326.1) (11.3%) 20%

Warehousing (255.1) (10.4%) (311.1) (10.7%) 18%

Marketing (167.8) (6.8%) (190.5) (6.6%) 12%

Other operating costs (350.9) (14.2%) (351.5) (12.1%) 0%

Adj. cost to serve (excl. D&A) (1,036.1) (42.0%) (1,179.2) (40.7%) 12%

Adj. depreciation and amortisation and impairments (163.8) (6.6%) (161.6) (5.6%) (1%)

Adj. operating costs (1,199.9) (48.6%) (1,340.8) (46.2%) 11%

Adjusting items within operating costs (195.6) (7.9%) (155.6) (5.3%) (26%)

Total operating costs (1,395.5) (56.3%) (1,496.4) (51.5%) 7%

Distribution costs decreased by 70bps YoY to 10.6% of revenue. Savings were driven by improved returns rates and rate improvements

secured through renegotiation of carrier contracts in key markets through H2, with further benefits to therefore be realised in FY26.

These benefits helped to offset inflationary pressures and lower volume based rebates from reduced volumes, as well as the increased

costs associated with the fulfilment of more US orders from the UK following the US site closure.

Warehouse costs were 10.4% of revenue, down 30bps YoY. Efficiency gains from the annualisation of FY24 network changes and our

continuous improvement programme more than offset the deleveraging impact of lower volumes and wage inflation in key markets. At an

adjusted level, early savings from the US fulfilment site closure also contributed to the reduction, reinforcing the structural benefits of

our network strategy.

Marketing costs at 6.8% of revenue increased by 20bps YoY. Marketing investment was disciplined and reweighted; as savings from our

optimised performance media model raised variable contribution and were redeployed into full funnel brand and creator activity, keeping

marketing costs as a percentage of revenue broadly stable while supporting longer term demand generation.

Other operating costs fell marginally by £0.6m YoY despite increases associated with the impact of royalties payable under the

TSTM brand agreements. This improvement reflects the disciplined approach to indirect spend and structural cost control, alongside

annualisation of fixed cost optimisation measures implemented in the prior year. Headcount was further streamlined during the year,

ending the year around 4.9% lower than FY24, reinforcing our focus on efficiency and sustainable profitability.

Depreciation and amortisation costs (excluding adjusting items) increased by £2.2m YoY reflecting continued capital investment and

associated depreciation and amortisation charges.

Interest

Finance expense (excluding adjusting items) was £70.8m, an increase of £14.3m from FY24, however the YoY impact on cash is broadly

neutral in FY25. The increased charges reflect the higher coupon on the new 2028 convertible bond issued in September 2024. This

refinancing partially replaced the previous instrument and reset pricing in line with prevailing market conditions, providing a stable capital

structure to support the execution of our strategy. The increase was partly mitigated by switching £50m of term loan into a flexible

facility to effectively reduce our blended interest rate as we improve our financial flexibility.

Finance income was £4.8m, compared with £12.0m in FY24, as average cash balances reduced following the refinancing programme,

consistent with our plan to reduce gross debt and improve the balance sheet.

Taxation

The reported effective tax rate is (6.0%) based on the reported loss before tax of £281.6m. This is lower than the FY24 effective tax rate

of 10.7% primarily due to the effect of higher unrecognised deferred tax assets in the year.

Earnings per share

Both basic and diluted loss per share were 250.1p (FY24: basic and diluted loss per share of 284.4p). The lower loss per share is mainly due

to lower loss after tax for the year of £298.4m (FY24: £338.7m). The calculation of diluted loss per share excludes the impact of potential

ordinary shares as it is anti-dilutive given the Group incurred a loss during the year.

ASOS Plc Annual Report and Accounts 2025

Free cash flow

£m

Year to

31 August

2025

Year to

1 September

2024

AEBITDA 131.6 80.1

Share-based payments and other

non-cash items included in AEBITDA (1.0) 2.6

Cash impacting operating

adjusting items (19.2) (20.2)

Income tax received/(paid) 5.1 10.3

Decrease in inventory (excl. swo) 109.7 143.1

(Increase)/decrease in other

working capital (67.1) 12.1

Operating cash flow 159.1 228.0

Purchase of property, plant &

equipment and intangible assets (85.9) (133.5)

Payment of lease liabilities

(principal) (25.7) (25.5)

Interest received 5.4 11.3

Interest paid (38.8) (42.6)

Free cash flow 14.1 37.7

Proceeds from sale of investments 135.0 –

Repayment of borrowings (210.7) (0.5)

Cash impacting financing adjusting

items (10.5) –

Cash flow (72.1) 37.2

Across FY25, there was a free cash inflow of £14.1m. Operating

cash flow of £159.1m reflects a strong improvement in profitability

partly offset by a higher working capital outflow YoY - most

notably, a smaller inventory benefit as last year’s stock health

actions annualised and intake patterns normalised.

Investment discipline continued as capital additions were £85.9m,

down on FY24 by £47.6m, however expenditure for the year was

£100.8m prior to the subsequent impairment of investment into

the Atlanta warehouse. The net interest paid reduced to £38.8m,

while interest received was lower. Taken together, these

movements delivered modestly positive free cash flow for the

year, consistent with the planned cash profile.

After financing activities, there was a net cash outflow of £72.1m,

driven by £210.7m of debt repayment and £10.5m of financing

adjusting items, partly offset by £135.0m of proceeds from the

sale of a majority stake in the TSTM brands.

Net debt, refinancing and liquidity

£m

Year to

31 August

2025

Year to 1

September

2024

Convertible bond (fair value

of debt component) 343.3 478.1

Term loan, including accrued

interest 153.8 190.2

Nordstrom loan 6.5 19.8

Borrowings 503.6 688.1

Cash and cash equivalents (318.9) (391.0)

Net debt (excluding lease

liabilities) 184.7 297.1

Excluding lease liabilities, net debt reduced to £184.7m, an

improvement of £112.4m YoY. The reduction reflects deleveraging

and refinancing actions through the year, with lower balances

across the convertible bond, term loan and Nordstrom facility.

Cash and undrawn facilities was £318.9m at the end of the year, a

£72.1m reduction YoY, as repayment of debt was prioritised,

partially offset by the sale of a majority stake in the TSTM brands,

consistent with our focus on strengthening the balance sheet.

Post balance sheet event

In November 2025, the Group entered into agreements to

refinance its term loan facilities. The refinancing will become

effective in December 2025, at which point the Group’s existing

£150.0m term loan will be repaid and the associated revolving

credit and accordion facilities with Bantry Bay will be terminated.

The new financing arrangements, provided by a syndicate of

private lenders, are comprised of a £150.0m senior term loan and

an £87.5m Delayed Draw Term Loan facility. These new facilities

will mature in November 2030.

Aaron Izzard

Chief Financial Officer

21 November 2025

Notes

1. Numbers throughout this section are subject to rounding.

2. Like-for-like (‘LFL’) revenue or GMV are adjusted for the impact of foreign exchange translation and adjusting items.

3. The adjusting items are explained in note 3 of the financial statements. Reconciliations between statutory measures and their associated Alternative Performance Measures (APMs)

can be found at the end of the financial statements.

4. Retail sales are internet sales recorded net of an appropriate deduction for actual and expected returns, relevant vouchers, discounts and sales taxes.

5. Income from other services comprises of delivery receipt payments, marketing services, commission on sales through Flexible Fulfilment models, revenue from wholesale sales,

and jobber income.

6. GMV is adjusted retail sales plus revenue attributable to Flexible Fulfilment partners, net of returns and excluding sales tax. The growth rate is on a LFL basis. YoY growth rate prior to LFL

adjustment is (13%).

7. Active customers defined as having shopped in the last 12 financial months. These include the Flexible Fulfilment unique active customers.

8. Average basket value is defined as GMV divided by total shipped orders.

9. Average basket value LFL is calculated as LFL GMV divided by total shipped orders.

10. Average order frequency is calculated as total shipped orders in the last 12 financial months divided by active customers.

11. Total shipped orders are the combined total of Asos and Flexible Fulfilment orders.

12. Conversion is calculated as total shipped orders divided by total visits.

13. As a percentage of adjusted revenue for all lines other than Total operating costs which is expressed as a percentage of reported revenue.

14. Sale of inventory, which was written off previously written down to its net realisable value as part of the commercial operating model change, accounted for £8.3m of the decrease in

inventory in FY25.

15. Includes working capital movements associated with adjusting items; a breakdown is included in the APMs section at the end of the financial statements.

16. Financing adjusting items relate to refinancing costs as announced in September 2024.

17. Free cash flow is net cash generated from operating activities, less payments to acquire intangible and tangible assets, payment of the principal portion of lease liabilities

and net finance expenses.

Financial review cont.

ASOS Plc Annual Report and Accounts 2025

Risk management

Governance, roles and responsibilities for risk management

ASOS’ risk management approach is designed to meet the needs of our fast-paced business, whilst enabling our goals,

protecting our operations and ensuring compliance with the UK Corporate Governance Code.

Our ASOSers are empowered to assess and take risks that are within our risk appetite where these can deliver competitive advantage.

Supported by our risk management approach which guides them on when risks must be avoided, managed and escalated. By aiming

to create a culture of risk and opportunity awareness in our decision making, we can continue to move at pace towards our strategic

goals whilst protecting our established value and stakeholders.

We have defined the roles and responsibilities for risk management across our business, echoing a “Three Lines of Defence” approach.

This includes for governance of our activities, identifying and managing our risks and obtaining assurance over our control environment.

The roles and responsibilities for the groups outlined below are set out on page 53.

Risk information aggregates up

Risk appetites cascade down

Board

Risk Management team and our Risk Champions network

Risk and Control Owners

Management Committee members and their Senior Leaders

Audit Committee

Sustainability Committee

Linked risks managed at

different levels

Different types of risk are assessed

and managed at different levels

within our business.

Related risks at different levels are

linked, allowing risk information to be

aggregated and reported up and

appetites set by the Board to flow down.

Principal risks The biggest potential events which could threaten the

Group’s business model, future performance, financial

stability or reputation.

Group risks Our largest cross-functional risks and the ways in which

our Principal risks could occur in our business activities.

Functional risks What could go wrong to prevent our individual functions

from delivering their objectives and initiatives.

Operational risks What could go wrong in our day-to-day

activities or operations.

Three Lines of Defence

First line of defence

 Teams delivering business

activities and operations.

 Individuals responsible

for managing risks and

operating controls.

 Management gains assurance

over our control environment

through completing checks and

monitoring activities (e.g. manager

oversight of controls).

Second line of defence

 Central functions operating in

different reporting lines to first

line of defence activities, includes

our Risk Management team.

 Subject matter experts on

requirements and related

control objectives.

 Assurance obtained over

our control environment for

management through assessment

activities which can include

compliance audits.

Third line of defence

 Internal Audit team and other

Governance activities overseen

by the Audit Committee.

 Internal audits over the controls

for our biggest risks with increased

focus in areas where our risk

appetites are lower.

 Independent assurance

over our control environment

for the Board and management,

covers first and second line of

defence activities.

Governance Working Group FWI Steering Committee

ASOS Plc Annual Report and Accounts 2025

* Example forums supporting risk management activities (see our Sustainability Report on page 93 for details):

Risk and Control Owners

 Responsible for identifying and owning Operational risks created by our ongoing activities and strategic initiatives.

 Design, implement and operate controls and identify remediations, to ensuring our risks are managed within our risk appetites.

 Deliver certain first line of defence assurance activities such as management reviews and control effectiveness monitoring.

Board

 Accountable for ensuring we have an effective risk management and internal control framework.

 Annually review our Principal, Group and emerging risks.

 Set our risk appetites and the types and amounts of risk that are acceptable for us to take in achieving our strategy.

 See our Governance Report on pages 75 to 80 for more details on the activities of the Board.

Risk Management team and our Risk Champions networks

 Provide guidance, oversight, challenge and assurance over

delivery of risk management activities in our business.

 Set and facilitate our approach and provide risk insights to

our Management Committee, Audit Committee and Board.

 Delivery of our risk management cycle is supported

by our network of Risk Champions. Champions are

based in our business functions and provide support

alongside their day-to-day role.

Management Committee members and Senior Leaders

 Accountable for implementing and monitoring an effective

risk and control framework and overseeing risk management

activities in the first and second lines of defence.

 Identify and regularly review our Group, Functional

and emerging risks throughout year.

 Inform and interpret risk appetites set by our Board to ensure

our control environment enables us to take opportunities

whilst balancing related risks.

 Supported by various management forums*.

Audit Committee

 Monitor our approach for the identification and

assessment of all risks, related controls and

how we set our risk appetites.

 Regularly review our Principal, Group

and emerging risks throughout the year.

 Responsible for monitoring the effectiveness of our risk

management and control framework including overseeing

the activities of the Internal Audit team.

 See our Audit Committee Report on pages 84 to 90 for more.

Sustainability Committee

 Review and monitor our climate-related risks.

 Oversee delivery of our Fashion with Integrity (FWI)

Strategy which includes opportunities and mitigations

in response to climate-related risks.

 See our Sustainability Report on pages 92 to 93 for more.

ASOS Plc Annual Report and Accounts 2025

Risk management cont.

1. Risk identification

 Risks are identified through ongoing

governance, operational and project

oversight activities.

 Both current and future risks to our existing

business and the success of our strategy

are assessed, ensuring emerging risks are

also identified.

 Multiple stakeholder groups are involved

as shown in the Governance, roles and

responsibilities section on page 52.

2. Risk analysis

 Risks are analysed before and after existing

mitigations using standard impact (e.g.

financial, operational and reputational) and

likelihood (percentage and timeframe) scales.

 Identified risks are linked to a category in our

risk universe to guide risk treatments and help

with ongoing monitoring. Assessments enable

us to consider both value protection but also

to take strategic decisions and allocate

resources where needed.

 Analysis of expected timeframes helps us to

prioritise current resources whilst tracking

emerging risks.

5. Monitor and review

 Risk reviews are completed bi-annually by

Management Committee members and

their Senior Leaders, and the Audit and

Sustainability Committees.

 Our Board completes an annual assessment

of our Principal and Group risks, including

reviewing and setting our risk appetites

and annually assessing of our risk management

and control framework.

 Adhoc risk workshops can be used to assess

the completeness of identified risks following

changes in operations or reporting lines, or

where there are indications of increasing risk

such as changing key risk indicators.

4. Communicate

 Risk information is recorded and escalated,

flowing up for assessment and further

action where needed.

 Linking our different types of risks at different

levels (see page 52) and risks to a category in

our risk universe facilitates the aggregation of

risk information.

 Risk information is shared between different

stakeholder groups including management

and Board forums.

3. Risk treatment

 Risk appetites are set for each risk based on

the risk universe category they are linked to.

We have three risk appetite ratings with

guidance on the response needed.

 Risks outside of appetite receive additional

treatment (e.g. to avoid, transfer or control)

or an exception to operate outside of risk

appetite must be obtained based on an

approval hierarchy.

 Emerging risks are monitored for further

analysis and planning. This can include taking

steps to avoid these risks or planning how we

would respond in the event they occurred.

Our risk management cycle

ASOS Plc Annual Report and Accounts 2025

Risk Management Framework and risk appetites

Our framework embeds the requirements of our

Group Risk Management Policy and the processes set

out in our Risk Management Standard. These include

our risk universe which categorises all areas of risk

applicable to ASOS and helps with risk identification

and management.

Our risk appetites are set by our Board as Risk Averse

(Lower), Balanced (Medium) or Opportunity Seeking

(Higher) for each category within our risk universe.

When Group, Functional or Operational risks are

identified they are linked to a category and adopt its

set risk appetite. The risk appetite must be applied by

Risk and Control Owners when managing that risk.

Risks assigned Risk Averse risk appetites should be

managed more conservatively, have stronger and

more formal controls and increased focus for

assurance activities. Risks assigned Opportunity

Seeking risk appetites relate to areas we are more

likely to take risk for reward, can have less formal and

more limited controls and might not be subject to

regular assurance. Risks with Balanced risk appetites

sit in-between these two other categories. Due to their

breadth and that they link to multiple Group risks, our

risk appetites for our Principal risks may sit between

these categories (see our Principal risks and

uncertainties section on pages 56 to 60 for more).

Continual improvement and enhancement

We are moving towards a culture of continual

development and improvement of our risk

management activities, helping to embed risk-based

decision making into how we do business to support

delivery of our strategic objectives. During the period

we have been focused on rolling out and embedding

our first risk management system, to simplify our

activities through automation, improve our risk data

and enable better insights.

In H2 FY25 we also completed deep-dive review of our

biggest risks with our Management Committee, Audit

Committee and Board. This led to us updating our

Principal risks and improving our understanding of

where and how these might occur in our business

activities, captured as our Group risks.

See more:

Our updated Principal risks on page 56 to 60.

Emerging risks

Our Risk Management Framework

drives a continual cycle that considers

current and forward looking or

‘emerging’ risks. Emerging risks are

monitored and further planning

completed where needed. Our

response can include taking steps to

avoid the risk or planning how we might

respond in a proportionate way if it

occurred, aligned to our risk appetite.

Our deep-dive review of our Principal and

Group risks during H2 FY25 also tested our

understanding of our emerging risks.

Whilst continuing work is needed to

develop potential responses based on

possible scenarios, key focus areas in our

discussions included:

 The evolution of artificial intelligence (AI)

and the potential impact it could have on

numerous risks to our Group across

strategic to compliance areas. For

example, data usage and data quality

needs, impacts on intellectual property

rights and possible technological

disruption in our markets and through

increasing AI use by cyber threat actors.

 The continuing evolution in volume and

complexity of legislation and regulation

in markets in which we operate. For

example, regarding climate-related

matters, taxation compliance and

consumer law with broad impacts

on our business.

 The potential future impacts of

macroeconomic and geopolitical

uncertainty and changes in market

dynamics and disruption on our business

and operations, including for our supply

chain structure and facilities.

By considering emerging risks as part

of our Risk Management Framework, we

aim to ensure we recognise and respond to

these in an appropriate and timely way, to

support our strategic goals.

ASOS Plc Annual Report and Accounts 2025

Principal risks and uncertainties

In an ever-evolving and highly

competitive global retail landscape,

creating long-term, sustainable

value depends on our ability to

identify, manage and mitigate a

wide range of risks and uncertainties.

We operate an established Risk

Management Framework that allows

us to assess and respond to both

internal and external events and

circumstances that could impact

our strategic objectives.

This section outlines the Principal risks and uncertainties we

face, including those related to market conditions, supply

chain and logistics and technology disruption. As the biggest

potential events or circumstances which could threaten our

business model, future performance, financial stability or

reputation, these risks could impact us in broad and varying

ways. Their nature and size means that many are overseen

and managed in multiple functions within our business. This

also means many of our Principal risks on the following pages

are owned by several of our Management Committee

members, through their ownership of our related Group Risks.

Our Risk management section on pages 52 to 55 provides

more on the different types of linked risks we identify and

manage, and our risk appetite categories and how these guide

us to balance our risks and opportunities.

A. Loss of personal data

Link to strategy

Risk movement

Due to increasingly onerous external threats and growing

complexity of regulations in our operating territories.

Overall risk appetite

Opportunity Seeking Risk AverseBalanced

Risk Owner: EVP Commercial & Customer

Description

Accidental loss, deliberate theft or unpermitted usage of

ASOSer or customer personally identifiable information through

failure of controls, a targeted attack or employee/third-party

breach or error.

Potential impact

Non-compliance with privacy regulations in our operating territories

leading to significant financial penalties, civil claims reputational

damage and loss of ASOSer and customer confidence.

Key mitigating activities

 Overarching privacy and information security control

frameworks overseen by our Data Protection Officer

and Chief Information Security Officer.

 Data protection and security assessments completed when

selecting, acquiring, and embedding new assets, services and

partnerships. Also processes for monitoring the collection,

use and reuse of data.

 Processes for identifying, reporting and assessing data

incidents/breaches including annual training for all ASOSers

and regular awareness campaigns delivered through

internal communications.

 Security controls for protecting confidential data and

monitoring for losses to minimise the risk and impact of a data

breach.

 Privacy regulation and legislation horizon scanning completed

to identify upcoming requirements and drive actions needed

for compliance.

Link to strategy: Risk movement key:

Best and most

relevant product

Inspirational

shopping experience

Efficient

operating model

Increasing Stable Decreasing

ASOS Plc Annual Report and Accounts 2025

B. Disruptions of direct and

core operations

Link to strategy

Risk movement

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owners: EVP Technology, CFO and SVP Supply Chain

Description

Disruption of our direct or core operations including critical

technology infrastructure, customer payment services, fulfilment

centre operation or inbound supply chain due to a successful

cyber-attack, technical issues, failure of third-party systems

or operations or external events (including geopolitically) that

impact ASOS.

Potential impact

Loss of sales in the short term or longer-term market share,

changes to our customer proposition, stock obsolescence, loss of

licences or reputational damage.

Key mitigating activities

 Cyber security and technology control frameworks designed

to prevent, detect and respond to threats, attacks and

operational failures in a timely and effective manner.

 Mandatory annual cyber training completed by all ASOSers

and regular awareness campaigns delivered through

internal communications.

 Ongoing operational third-party service management and

contingency arrangements to enable switching if certain

providers fail.

 Annual programme of risk assessments and implementation

of improvements at our operational facilities to help minimise

incidents. Also planning and training on continuity and

response to incidents to ensure we can recover quickly

if things do go wrong.

 Ongoing monitoring of inventory movements and working closely

with our supply chain partners to identify emerging supply chain

disruption and enable quick mitigation, including switching to

alternative shipping routes.

C. Not protecting stakeholder

safety and wellbeing

Link to strategy

Risk movement

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owners: CFO & EVP Product

Description

Failure to adequately protect ASOSers, employees of third

parties supporting our operations or the human rights of workers

in our value chain due to failure of governance, controls for

preventing and responding to issues and effective monitoring.

Potential impact

Non-compliance with laws and regulations leading to legal action

and financial penalties, reputational damage and loss of ASOSer,

customer and wider stakeholder trust.

Key mitigating activities

 Occupational Health & Safety Management System in place

across our office and operational sites, designed to prevent and

enable an effective response to safety incidents.

 Comprehensive social due diligence programme including

own-brand supplier factory audits to monitor compliance with

our policies and monitor completion of corrective action plans

where these are required (see pages 34 to 35 for more).

 Mandatory annual training completed by all ASOSers aimed at

identifying and preventing Modern Slavery in our supply chain.

 Working with NGOs such as IndustriALL Global Union, the

International Transport Workers’ Federation (from FY26) and

local independent workers’ rights organisations to proactively

identify and remediate issues within our supply chain.

 Relaunched Supplier Code of Conduct setting out our policies

and expectations for third parties.

ASOS Plc Annual Report and Accounts 2025

D. Failure to compete effectively at speed

and loss of relevance and brand value

Link to strategy

Risk movement

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owners: EVP Commercial & Customer and EVP People,

Communication & Strategy

Description

Failure to adapt and compete effectively at required speed, not

overseeing and nurturing our business model and strategy in a

manner which protects all stakeholder interests, not adapting to

market and consumer changes or failure of controls and

processes for governing strategic delivery.

Potential impact

Loss of market share, relevance to our customers, customer loyalty

and brand value and failure to effectively deliver our strategy with

associated negative financial and reputational consequences.

Key mitigating activities

 Structured approach for setting, refreshing and communicating

our strategy through our Board, Management Committee,

Senior Leaders and wider business.

 Management Committee governance and oversight of strategic

initiatives through regular reporting, weekly deep dives on

strategic topics and monitoring KPIs.

 Strategy team help monitor links between our strategy, annual

initiatives and projects.

 Processes for monitoring and modelling how potential changes in

macroeconomics, geopolitical events and competitor

behaviours could impact supply and demand, customer

behaviours, market dynamics and economic volatility.

 Multi-channel approach including wholesale and flexible

fulfilment. Ability to accelerate speed to market through our

Test & React sourcing model.

E. Ineffective capital allocation and

not delivering ROI on investments

Link to strategy

Risk movement

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owners: CFO & EVP Product

Description

Failure to pursue and obtain appropriate return on capital and

operating expenditure investments due to failure of controls for

planning and monitoring spend and global geopolitical and financial

instability reducing the accuracy of our forecasting.

Potential impact

Delays to or failure of strategic initiatives, missed revenue or profit

generating opportunities, working capital restrictions and reduced

product newness and customer engagement.

Key mitigating activities

 Key project steering committees and regular meetings with

sponsors aimed at tracking and reviewing activities, project

benefits being delivered, risks, dependencies and impacts.

 Processes for monitoring and modelling potential changes in

macroeconomics, geopolitical events and competitor

behaviours that could impact supply, demand and customer

behaviours so we can adjust and manage our intake.

 Management Committee governance and oversight of strategic

initiatives through regular reporting, weekly deep dives on

strategic topics and monitoring KPIs. Regular updates are

provided to the ASOS Plc Board and relevant Committees.

 Initiatives to strengthen our balance sheet, cash generation and

manage gearing to improve our resilience.

Principal risks and uncertainties cont.

Link to strategy: Risk movement key:

Best and most

relevant product

Inspirational

shopping experience

Efficient

operating model

Increasing Stable Decreasing

ASOS Plc Annual Report and Accounts 2025

F. Breaching key corporate

laws and regulations

Link to strategy

Risk movement

Due to the growing volume and complexity of external

requirements in our operating territories.

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owners: General Counsel & Company Secretary and CFO

Description

Non-compliance with key laws and regulations through control

failures and/or the complex and evolving requirements applicable

to our business due to its size, listing status and the countries

which we operate in. Non-compliance could include a breach of

consumer protection requirements, bribery and corruption in our

value chain, inappropriately dealing with sanctioned individuals or

entities, fraud committed on third parties or non-compliance with

external reporting requirements.

Potential impact

Class action disputes, litigation, regulatory action, fines and

settlement costs, management distraction from core operations,

public censure, reputational damage and loss of ASOSer and other

stakeholder confidence.

Key mitigating activities

 Regulatory and legislative control frameworks aimed at driving

compliance with requirements in a timely and effective way.

 Mandatory annual compliance training covering responsibilities

for all ASOSers and targeted additional training in high-risk

areas, with completion monitored by Senior Leaders.

 Regulatory and legislative horizon scanning completed to

identify upcoming risks and drive actions needed to maintain

compliance.

 Our Governance Working Group (see page 93) monitored key

business risks and ensured discipline in governance activities.

 Clear policies and procedures are in place and regularly

updated to ensure ASOS remains compliant with requirements.

G. Non-compliance with global

tax requirements

Link to strategy

Risk movement

Due to the growing volume and complexity of requirements

including US tariffs and de minimis exemption limit removal.

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owner: CFO

Description

Not adhering to taxation-related requirements through a failure of

controls for planning and managing compliance and/or the

complex and evolving tax regulatory and legislative requirements

applicable to our business due to its global operations.

Potential impact

Non-compliance with legislation or regulations, disputes, fines and

settlement costs, management distraction from core operations,

public censure, reputational damage and loss of ASOSer and other

stakeholder confidence.

Key mitigating activities

 Horizon scanning of developments in tax regulations

and legislation including regular insights from advisors

to identify upcoming risks and drive actions needed to

maintain compliance.

 Tax risks managed through documented processes and

controls which are regularly reviewed and monitored.

 External advisors engaged for complex or uncertain tax issues

to ensure the appropriate responses are actioned for

compliance.

 Transparent and collaborative relationships maintained with

tax authorities, disclosing concerns in a timely manner and

aiming to resolve disputes through open discussion.

 Prudent tax planning measures in place to avoid artificial

arrangements, aligning with the substance of commercial

activity and adhering to ethical principles when making decisions.

ASOS Plc Annual Report and Accounts 2025

H. Challenges and impacts

of climate change

Link to strategy

Risk movement

Due to climate change intensifying and its impacts

accelerating and becoming more apparent and acute.

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owner: EVP Product

Description

Disruption to supply of products, challenges and costs of

transitioning to a lower carbon business model and non-

compliance with external climate-related requirements, due to

where and how we source our products and the complex and

quickly evolving regulatory and legislative landscape.

Potential impact

Reduced availability of existing products or a need to switch to

higher cost alternatives, increased investment and operating costs

of moving to a lower carbon business model and non-compliance

with requirements leading to increased expense, fines, settlement

costs, reputational damage and loss of ASOSer and other

stakeholder confidence.

Key mitigating activities

 Oversight and governance of our Fashion with Integrity (FWI)

Strategy. Operational plans aimed at driving delivery of our

Product, Planet and People targets and commitments aligned to

UK and EU legislation.

 Conducting carbon analysis to identify our carbon hotspots and

prioritise higher-impact initiatives through allocating capital

investment more efficiently.

 Reducing reliance on conventional raw materials which often

require more resources to produce and so are more susceptible

to the physical effects of climate change such as heatwaves and

droughts (e.g. by switching for more sustainable materials).

 Enhancing our systems and processes to improve measurement

of our environmental impact, track progress against our FWI

targets and commitments, and help us to meet future and

evolving regulatory and legislative requirements.

 For more on our FWI Strategy, our targets and commitments

and analysis of our climate-related risks and opportunities,

see our Sustainability Report on pages 18 to 36.

I. Not having the right employee

behaviours and capability for success

Link to strategy

Risk movement

Due to new tools and actions to embed a high-performance

culture and improve ASOSer engagement and collaboration.

Overall risk appetite

Opportunity seeking Risk averseBalanced

Risk Owner: EVP People, Communication & Strategy

Description

Failure to attract required new talent, to identify, develop

and organise our existing talent effectively or to embed a

high-performance culture needed for success, caused by having

a less attractive employee value proposition, failure of controls

for driving performance or an organisational design not aligned

with requirements.

Potential impact

Disengaged workforce and increased attrition, delays to or failure

of strategic initiatives, slow or ineffective decision making, lost

opportunities and increased costs.

Key mitigating activities

 Ongoing work-streams to amplify our employer proposition

including around DEI, reward, development and culture.

 Processes for assessing leadership capabilities and behaviours

and to drive development and retention.

 Workforce planning, structuring and sourcing activities that

consider both current and future requirements.

 Refreshed culture strategy approved by the Board, including

ongoing assessment and reaction to employee sentiment

gained through regular surveys and other measures such

as exit interviews.

Principal risks and uncertainties cont.

Link to strategy: Risk movement key:

Best and most

relevant product

Inspirational

shopping experience

Efficient

operating model

Increasing Stable Decreasing

ASOS Plc Annual Report and Accounts 2025

Long-term

viability statement

Long-term viability statement

The Group’s prospects are assessed primarily through its

strategic planning process, which covers a period of five years,

and is reviewed by the Board with involvement throughout from

both the CFO and CEO. Whilst the Board reviews a five-year plan,

the final two years are indicative movements, with the initial three

years considered an appropriate time period for the Group’s

long-term plan as it facilitates an appropriate balance between

the short-term characteristics of the business, such as uncertain

demand cycles and changing consumer behaviour, and the need

for longer term planning in relation to financing, investment and

supply chain planning.

The Group considers the following in the assessment of the

strategic planning cycle and the long-term assessment of

the business:

 The principal risks and opportunities associated with the Group,

and identification of new or changing emerging risks and how the

Group responds to these

 Macroeconomic trends within the global economy, geopolitical

events, increasing costs, and market share

 Changes in customer and competitor behaviour, driven

particularly by the potential wider consequences of reduced

disposable income (from increased interest rates and inflation);

and scope for further cost mitigation.

i. The assessment period:

ASOS continues to adopt a three-year assessment period to

assess the Group’s viability. The Board has determined that this

assessment period to 27 August 2028 is appropriate because:

 The Group does not earn revenue from long-term contracts.

Therefore changes to the Group’s long-term plan are

predominantly as a result of changes to sales and cost

assumptions which are inherently more difficult to predict

beyond three years. Both have been stress-tested as part of

the viability assessment.

 This period is also consistent with the Group’s long-term

planning cycle as detailed above.

ii. Assessment of viability:

The assessment of the Group’s viability commenced with a review

of the cash headroom as at 1 September 2025, available through

the Group’s cash, cash equivalents and debt facilities, utilising a

three- year forward forecast (the base case). Sales growth rates

gradually improve vs. the FY25 exit rate, throughout the first half

of the assessment period, trending towards mid-single digit

growth which is sustained in the second half. Improvements in

adjusted gross margin of at least 100bps vs FY25 to 48% to

50% are assumed during FY26 with FY27 and FY28 continuing

at around 50% level.

The forecasted cash flows across the assessment period were

tested against the single minimum-cash covenant.

In November 2025, the Group entered into agreements to

refinance its term loan facilities which will become effective in

December 2025, at this point the existing term loan will be repaid

and the associated revolving credit and accordion facilities with

Bantry Bay will be terminated. The new financing arrangements,

provided by a syndicate of private lenders, are comprised of a

£150.0m senior term loan and an £87.5m Delayed Draw Term Loan

facility. Outside of this, there is one financing arrangement that

matures during the assessment:

 £74m convertible bond issue maturing in April 2026, which the

Group does not expect to be exercised based on the conversion

price of £79.65. This is assumed to be repaid from cash reserves

at maturity.

The Group also estimated the impact of severe but plausible

downside scenarios aligned to the Group’s principal risks and

opportunities, identifying the principal risks from pages 56 to 60

which could have a significant impact on the viability of the Group.

These were then stress-tested using a combined scenario where

the below risks were modelled as materialising over the three-year

period. Available mitigating actions were considered as part of the

assessment.

These include deferring capital investment spend and enhancing

cost management practices in order to support a sufficient level

of liquidity headroom during the viability assessment period.

In the unlikely scenario of additional risks materialising, ASOS has

control measures in place and additional mitigations that in

practice would prevent or nullify the impact of any such

occurrences.

Based on these assessments and other matters considered by the

Board, the Directors confirm that they have a reasonable

expectation that the Group will continue in operation and meet its

liabilities as they fall due through the three-year viability period

ending 27 August 2028.

iii. Going concern:

The Directors considered it appropriate to adopt the going

concern basis in preparing the financial statements which are

shown on pages 124 to 178.

ASOS Plc Annual Report and Accounts 2025

Long-term viability statement cont.

Scenario Associated principal risk Description

Macroeconomic

downturn and loss

of market share

Macroeconomic changes

Strategic programmes fail to

deliver required outcome

Market dynamics and impact

on our business

The global market continues to be challenging following the continuation of

geopolitical events in FY25. Despite more encouraging indicators in recent

months, sustained levels of high inflation could continue to impact the ASOS

customer demographic and reduce disposable income, contributing to a

contraction in consumer demand, driving like-for-like declines across the business.

Management have applied a downside scenario with suppressed trading due to

the economic uncertainty experienced during the last 24 months. The scenario

reflects an uncertain consumer outlook which reduces the projected annualised

like-for-like sales growth contained within the base case during the 3-year

assessment period, resulting in Year 3 of the assessment being c.20% lower

than base case. The severe downturn in sales modelled reflects the volatile

and uncertain nature of the macroeconomic environment.

Gross margin

performance

Macroeconomic changes

Strategic programmes fail to

deliver required outcome

Market dynamics and impact

on our business

A degradation in gross margin of c.200bps vs the base case across the

assessment period due to:

 Increased discounting required to satisfy consumer spending habits if the

challenging macro economic impact was to worsen

 Increased requirement for stock clearance to satisfy the parameters of the

new stock operating model, if sales were not to meet the base plan

 Further impacts from tariffs and changes to international trade regulations,

including the removal of de minimis exemptions.

Management has applied a downside scenario to reflect a potential increase in

discounting and stock clearance in the event of the macro economic environment

not improving throughout the assessment period. A downturn in the economy

could result in both the consumer demand being geared towards discounted

product, but also a slower sell through of existing stock resulting in increased

levels of clearance being required.

Working capital

cash impact

Market dynamics and impact

on our business

Failure to comply with

legislation or regulation

Cyber security incidents

An incremental average working capital outflow of c.£110m has been modelled,

constituting an outflow of cash in Year one of the assessment period. This would

capture the potential impact of regulatory fines or impacts in relation to cyber

security events or other events impacting the Group’s ongoing working capital.

Climate change and

Sustainability

Sustainability and climate

change

The risks posed by the global economy’s transition to a low-carbon model could

potentially impact the Group’s business. In particular, these risks may arise from

changes in regulations and legislation, increased requirements for low-carbon

technologies, shifting customer preferences towards more sustainable

products, and potential changes in the availability of products due to disruptions

within the Group’s supply chain.

The potential exposure to climate risks has been considered, in particular

revenue declines that could be experienced from disruptions to either supply

chain or operations, as well as any market share loss in a scenario where the

Group fails to align to the expectations and requirements of legislators and

stakeholders. The potential impacts are in line with those disclosed within the

Group’s TCFD disclosures on pages 66 to 67, noting that the scenarios represent

unmitigated scenarios that do not reflect the Group’s proactive risk

management or strategic initiatives. The impacts are significantly below the

severe but plausible downsides already considered by the Group that takes into

account all matters of which the Group is currently aware, including climate-

related impacts, and as a result, climate risks are effectively encompassed

within the scenarios already modelled. It is not considered therefore that

climate-related risks affect the Directors’ conclusion that there is reasonable

expectation that the Group will continue in operation and meet its liabilities as

they fall due through the three-year viability period ending 27 August 2028.

The Strategic report has been prepared in accordance with the requirements of the Companies Act 2006, has been approved and signed

on behalf of the Board.

José Antonio Ramos Calamonte

Chief Executive Officer

21 November 2025

ASOS Plc Annual Report and Accounts 2025

SASB Standards Index

Reporting in reference to Apparel, Accessories & Footwear Version 2023-12 and E-Commerce Version 2023-12.

Apparel, Accessories & Footwear

Topic Code Metric Type Page

Management of

Chemicals in

Products

CG-AA-250a.1 Discussion of processes to maintain compliance with

restricted substances regulations

Discussion and

Analysis

CG-AA-250a.2 Discussion of processes to assess and manage risks or

hazards associated with chemicals in products

Discussion and

Analysis

Environmental

Impacts in the

Supply Chain

CG-AA-430a.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier

facilities beyond Tier 1 in compliance with wastewater

discharge permits or contractual agreements

Quantitative 32

CG-AA-430a.2 Percentage of (1) Tier 1 supplier facilities and (2) supplier

facilities beyond Tier 1 that have completed the Sustainable

Apparel Coalition’s Higg Facility Environmental Module (Higg

FEM) assessment or an equivalent environmental data

assessment

Quantitative 32

Labour Conditions

in the Supply Chain

CG-AA-430b.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier

facilities beyond Tier 1 that have been audited to a labour

code of conduct, (3) percentage of total audits conducted by

a third-party auditor

Quantitative 35

CG-AA-430b.2 (1) Priority non-conformance rate and (2) associated

corrective action rate for suppliers’ labour code of conduct

audits

Quantitative Not disclosed

CG-AA-430b.3 Description of the greatest (1) labour and (2) environmental,

health and safety risks in the supply chain

Discussion and

Analysis

Disclosed in

modern slavery

statement

Raw Materials

Sourcing

CG-AA-440a.3 (1) List of priority raw materials; for each priority raw

material: (2) environmental or social factor(s) most likely to

threaten sourcing, (3) discussion on business risks or

opportunities associated with environmental or social factors

and (4) management strategy for addressing business risks

and opportunities

Discussion and

Analysis

25, 31

CG-AA-440a.4 (1) Amount of priority raw materials purchased, by material,

and (2) amount of each priority raw material that is certified

to a third-party environmental or social standard, by

standard

Quantitative 31

Activity metric CG-AA-000.A Number of (1) Tier 1 suppliers and (2) suppliers

beyond Tier 1

Quantitative Disclosed in

modern slavery

statement

E-Commerce

Topic Code Metric Type Page

Hardware

Infrastructure

Energy & Water

Management

CG-EC-130a.1 (1) Total energy consumed, (2) percentage grid electricity and

(3) percentage renewable

Quantitative 27

CG-EC-130a.2 (1) Total water withdrawn, (2) total water consumed;

percentage of each in regions with High or Extremely High

Baseline Water Stress

Quantitative Not relevant

CG-EC-130a.3 Discussion of the integration of environmental considerations

into strategic planning for data centre needs

Discussion and

Analysis

Not relevant

Data Privacy &

Advertising

Standards

CG-EC-220a.1 Number of users whose information is used for secondary

purposes

Quantitative Not disclosed

CG-EC-220a.2 Description of policies and practices relating to targeted

advertising and user privacy

Discussion and

Analysis

Data Security CG-EC-230a.1 Description of approach to identifying and addressing data

security risks

Discussion and

Analysis

CG-EC-230a.2 (1) Number of data breaches, (2) percentage that are

personal data breaches, (3) number of users affected

Quantitative Not disclosed

ASOS Plc Annual Report and Accounts 2025

Topic Code Metric Type Page

Employee

Recruitment,

Inclusion &

Performance

CG-EC-330a.1 Employee engagement as a percentage Quantitative Not disclosed

CG-EC-330a.2 (1) Voluntary and (2) involuntary turnover rate for all

employees

Quantitative Not disclosed

CG-EC-330a.3 Percentage of (1) gender and (2) diversity group

representation for (a) executive management, (b) non-

executive management, (c) technical employees, and (d) all

other employees

Quantitative 41

CG-EC-330a.4 Percentage of technical employees that require a work visa Quantitative Not relevant

Product Packaging

& Distribution

CG-EC-410a.1 Total greenhouse gas (GHG) footprint of product shipments Quantitative 26

CG-EC-410a.2 Discussion of strategies to reduce the environmental impact

of product delivery

Discussion and

Analysis

Activity Metrics CG-EC-000.A Entity-defined measure of user activity Quantitative 4

CG-EC-000.B Data processing capacity, percentage outsourced Quantitative 100% outsourced

CG-EC-000.C Number of shipments Quantitative 4

Global Reporting Initiative (GRI)

Reporting in reference to GRI 1: Foundation 2021.

Disclosure Page Disclosure Page

GRI 2: General Disclosures 2021

2-1 Organisational details 129 2-16 Communication of critical concerns 90

2-2 Entities included in the organisation’s

sustainability reporting

20 2-17 Collective knowledge of the highest

governance body

2-3 Reporting period, frequency and

contact point

20 2-18 Evaluation of the performance of the

highest governance body

2-4 Restatements of information N/A 2-19 Remuneration policies 94 to 108

2-5 External assurance N/A 2-20 Process to determine remuneration 94 to 108

2-6 Activities, value chain and other

business relationships

46 to 50, 174 2-21 Annual total compensation ratio 107

2-7 Employees 38 to 43 2-22 Statement on sustainable development

strategy

2-8 Workers who are not employees Disclosed in modern

slavery statement

2-23 Policy commitments 34 to 35

2-9 Governance structure and

composition

75 to 80 2-24 Embedding policy commitments 34 to 35

2-10 Nomination and selection of the

highest governance body

81 to 83 2-25 Processes to remediate negative

impacts

34 to 35

2-11 Chair of the highest governance body 70 to 73 2-26 Mechanisms for seeking advice and

raising concerns

34 to 35, 90

2-12 Role of the highest governance body

in overseeing the management of impacts

92 2-27 Compliance with laws and regulations N/A, 59

2-13 Delegation of responsibility for

managing impacts

92 to 93 2-28 Membership associations Disclosed in Modern

slavery statement

2-14 Role of the highest governance body

in sustainability reporting

92 to 93 2-29 Approach to stakeholder engagement 42 to 45

2-15 Conflicts of interest 78 2-30 Collective bargaining agreements 34

GRI 3: Material Topics 2021

3-1 Process to determine material topics 20 3-3 Management of material topics 20

3-2 List of material topics 20

E-Commerce cont.

SASB Standards Index cont.

ASOS Plc Annual Report and Accounts 2025

Disclosure Page Disclosure Page

GRI 101: Biodiversity 2024

101-2 Management of biodiversity impacts 28

GRI 102: Climate Change 2025

102-4 to 102-8 26 to 27

GRI 103: Energy 2025

103-1 to 103-5 27

GRI 201: Economic Performance 2016

201-2 Financial implications and other

risks and opportunities due to climate

change

24 to 25

GRI 301: Materials 2016

301-1 Materials used by weight or volume 31 301-2 Recycled input materials used 31

GRI 303: Water and Effluents 2018

303-2 Management of water

discharge-related impacts

GRI 306: Waste 2020

306-1 Waste generation and significant

waste related impacts

29 to 32 306-2 Management of significant waste-

related impacts

29 to 32

GRI 308: Supplier Environmental Assessment 2016

308-1 New suppliers that were screened

using environmental criteria

32 308-2 Negative environmental impacts

in the supply chain and actions taken

GRI 401: Employment 2016

401-1 New employee hires and employee

turnover

Not disclosed 401-3 Parental leave 43

GRI 403: Occupational Health and Safety 2018

403-7 Prevention and mitigation of

occupational health and safety impacts

directly linked by business relationships

GRI 405: Diversity and Equal Opportunity 2016

405-1 Diversity of governance bodies and

employees

83 405-2 Ratio of basic salary and

remuneration of women to men

Gender pay gap on

asosplc.com

GRI 407: Freedom of Association and Collective Bargaining 2016

407-1 Operations and suppliers in which

the right to freedom of association and

collective bargaining may be at risk

Modern slavery

statement on

asosplc.com

GRI 408: Child Labor 2016

408-1 Operations and suppliers at

significant risk for incidents of child labor

Modern slavery

statement on

asosplc.com

GRI 409: Forced or Compulsory Labor 2016

409-1 Operations and suppliers at

significant risk for incidents of forced or

compulsory labor

Modern slavery

statement on

asosplc.com

GRI 414: Supplier Social Assessment 2016

414-1 New suppliers that were screened

using social criteria

Modern slavery

statement on

asosplc.com

414-2 Negative social impacts in the supply

chain and actions taken

Modern slavery

statement on

asosplc.com

Global Reporting Initiative (GRI) cont.

ASOS Plc Annual Report and Accounts 2025

TCFD & CFD Index

Reporting in reference to Sections 1 – 4 of the TCFD ‘Recommended Disclosures’ from ‘Chapter C. Guidance for All Sectors’ within the

TCFD’s publication, “Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures (2021)” (referred to

here as the ‘TCFD Guidance’).

Reporting in compliance with the mandatory climate-related financial disclosure requirements under the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations 2022.

Governance

Recommended Disclosure Associated CFD Requirement Page

a) Describe the board’s oversight of climate-related risks

and opportunities.

a) a description of the governance arrangements of the company or

LLP in relation to assessing and managing climate-related risks and

opportunities.

b) Describe management’s role in assessing and

managing climate- related risks and opportunities.

Strategy

a) Describe the climate-related risks and opportunities

the organization has identified over the short, medium,

and long term.

(d) a description of—

(i) the principal climate-related risks and opportunities arising in

connection with the operations of the company or LLP, and;

(ii) the time periods by reference to which those risks and

opportunities are assessed;

22 to

b) Describe the impact of climate-related risks and

opportunities on the organization’s businesses, strategy,

and financial planning.

(e) a description of the actual and potential impacts of the principal

climate-related risks and opportunities on the business model and

strategy of the company or LLP.

24 to

c) Describe the resilience of the organization’s strategy,

taking into consideration different climate- related

scenarios, including a 2°C or lower scenario.

(f) an analysis of the resilience of the business model and strategy of

the company or LLP, taking into consideration of different climate-

related scenarios.

22 to

25, 60

Risk Management

a) Describe the organization’s processes for identifying

and assessing climate- related risk.

(b) a description of how the company or LLP identifies, assesses, and

manages climate- related risks and opportunities.

24 to

25, 60

b) Describe the organization’s processes for managing

climate- related risks.

c) Describe how processes for identifying, assessing, and

managing climate- related risks are integrated into the

organization’s overall risk management.

managing climate-related risks are integrated into the overall risk

management process in the company or LLP.

Metrics & Targets

a) Disclose the metrics used by the organization to

assess climate- related risks and opportunities in line

with its strategy and risk management process.

(h) the key performance indicators used to assess progress against

targets used to manage climate-related risks and realise climate-

related opportunities and a description of the calculations on which

those key performance indicators are based.

18 to 31

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas (GHG) emissions, and the related risks.

c) Describe the targets used by the organization to

manage climate- related risks and opportunities and

performance against targets.

(g) a description of the targets used by the company or LLPs to

manage climate-related risks and to realise climate-related

opportunities and of performance against those targets.

(h) the key performance indicators used to assess progress against

targets used to manage climate-related risks and realise climate-

related opportunities and a description of the calculations on which

those key performance indicators are based.

18 to 31

ASOS Plc Annual Report and Accounts 2025

SECR Index

Reporting prepared following the 2020 UK Government Environmental Reporting Guidelines, including Streamlined Energy and Carbon

Reporting (SECR) requirements.

Disclosure Metrics Page

Energy Use Disclosure. Global energy use, including:

 Electricity;

 Gas;

 Transport fuel.

Greenhouse Gas

Emissions.

Scope 1 and Scope 2 emissions:

 Scope 1: Direct emissions from owned/controlled sources;

 Scope 2: Indirect emissions from purchased electricity, heat, or steam.

Scope 3 emissions:

 Relevant categories (e.g., business travel, supply chain).

Intensity Ratio. Two intensity ratios:

 Emissions per £m turnover;

 Emissions per unit of production.

Methodology. Must describe the methodology used for calculating emissions and energy use, including:

 Emission factors;

 Conversion tools;

 Data sources.

Energy Efficiency

Actions.

Must describe principal measures taken to improve energy efficiency during the reporting year. If no

measures were taken, this must be explicitly stated.

ASOS Plc Annual Report and Accounts 2025

Contents

70 Our Board of Directors

74 Our Management Committee

75 Corporate Governance Report

81 Nomination Committee Report

84 Audit Committee Report

92 Sustainability Committee Report

94 Remuneration Committee Report

97 Directors’ Remuneration Report

109 Directors’ Report

112 Non-financial and sustainability

information statement

113 Statement of Directors’ responsibilities

Governance

Report

ASOS Plc Annual Report and Accounts 2025

Governance

Jørgen

Lindemann

Chair

Aaron Izzard

Chief Financial Officer

José Antonio Ramos

Calamonte

Chief Executive Officer

Nationality

Danish.

Appointed

Non-executive Director in November 2021

& Chair in August 2022.

Strengths & experience

Jørgen has extensive leadership

experience in digital-focused businesses.

He was previously President and CEO of

Modern Times Group (MTG) from 1994 to

2020. He has also held Board and Chair

positions at companies including Zalando,

Kongregate, DreamHack, Turtle

Entertainment, NOVA Broadcasting

Group, Reach for Change, FTV Prima, CTC

Media Inc, and most recently Miinto, the

Danish-based online fashion marketplace.

Current external appointments

CEO of Viaplay Group.

Nationality

British.

Appointed

July 2025.

Strengths & experience

Aaron has over 20 years of experience in

retail, e-commerce and manufacturing.

Aaron became Chief Financial Officer

of ASOS in July 2025, after joining

the Company in 2017 and serving in

various senior finance roles. Aaron was

previously Director of Group Finance

at ASOS, leading refinancing efforts

and resource allocation strategy, and

before ASOS held senior finance roles

at Argos and Homebase, specialising

in commercial finance, operational

efficiency and financial planning.

Current external appointments

None.

Nationality

Spanish.

Appointed

June 2022.

Strengths & experience

José brings extensive experience in

both online and physical retail, with

expertise in trading, merchandising and

transformation. José became Chief

Executive Officer of ASOS in June 2022,

having joined as Chief Commercial Officer

in January 2021 to lead global product

and trading strategy. Previously, he

was CEO at Salsa Jeans (2019–2021)

and has led commercial strategy for

brands like Esprit, Carrefour Spain,

and Inditex. He holds an MBA from

MIT Sloan School of Management.

Current external appointments

None.

Our Board

of Directors

As at 20 November 2025

ASOS Plc Annual Report and Accounts 2025

Committee key

Audit

Committee

Sustainability

Committee

Nomination

Committee

Remuneration

Committee

Denotes Chair

of Committee

Natasja Laheij

Senior Independent Director

Chair Designate

William Barker

Deputy Chair

Nationality

Dutch.

Appointed

April 2023.

Strengths & experience

Natasja has more than 30 years of

experience in international commercial

and financial management, e-commerce,

tech, consumer electronics, telco and

retail in B2C and B2B environments

through her roles in Deloitte Australia/

New Zealand, Vodafone, Sony Ericsson,

Apple, as CFO of Amazon Fashion

Europe and most recently as Google

CFO EMEA for Platforms and Devices.

Current external appointments

Audit Chair of Vandemoortele.

Nationality

British.

Appointed

Non-executive Director in September 2023

& Deputy Chair in July 2025.

Strengths & experience

William is the founder and CEO of Camelot

Partners, a California-based investment

company, and has extensive retail and

commercial experience in founding and

building digitally enabled businesses.

William is a Co-Founder and Board

Member of Re:Build, an industrial platform

focused on revitalising US manufacturing,

and is Co-Founder and Co-Chairman

of Slate Auto, a radically affordable

electric vehicle company based in

Detroit. William also holds the roles of

Co-Founder and Executive Chairman of

Tapi, Europe’s largest flooring retailer

and Executive Chairman of Synnovia.

Current external appointments

CEO of Camelot Capital Partners LLC,

Executive Chairman of Tapi Carpets &

Floors Limited and Synnovia Limited,

Board Member of Re:Build Manufacturing

LLC and Co-Chairman of Slate Auto.

José Manuel

Martínez Gutiérrez

Independent Non-executive

Director

Senior Independent Director Designate

Nationality

Spanish.

Appointed

April 2023.

Strengths & experience

José Manuel has more than 30 years

of experience in the retail and fashion

sectors. He began his career as a strategy

consultant at McKinsey & Co., later rising

to leadership positions in global fashion

companies. José Manuel worked at Inditex

for nine years and held the position

of Group Distribution and Operations

Director. He subsequently served as CEO

and Executive Director of Esprit for six

years. Since 2018, he has been CEO and

Executive Director of Bimba y Lola, and

was also an Independent Non-executive

Director of Ecoalf for five years.

Current external appointments

CEO and Executive Director

of Bimba y Lola.

ASOS Plc Annual Report and Accounts 2025

Our Board

of Directors cont.

Wei Gao

Independent Non-executive

Director

Marie Gulin-Merle

Independent Non-executive

Director

Nationality

American.

Appointed

February 2023.

Strengths & experience

Wei is a technology executive with more

than two decades of experience leading

large-scale transformations that drive

innovation, growth and operational

excellence. She brings deep expertise

in AI and machine learning, product

strategy and scalable systems to

deliver measurable business impact.

During her tenure at Amazon, Wei held

multiple leadership roles spanning

global grocery, supply chain, devices

and e-commerce, where she helped

innovate customer experience and

modernise operations through advanced

automation and machine learning.

Current external appointments

Chief Digital and Product Officer at

Re:Build Manufacturing and Board

Member at Phononic.

Nationality

French & American.

Appointed

February 2023.

Strengths & experience

Marie has over 20 years of experience

in marketing and digital transformation

within the technology and fashion sectors.

Before joining Google in 2019, Marie held

the roles of Chief Marketing Officer at

Calvin Klein Inc and Chief Digital Officer

at PVH Corp, its Parent Company. Marie

also spent 17 years at L’Oréal, where

she was Group Chief Marketing Officer

USA and successfully transformed

the company’s marketing functions.

Current external appointments

Global Vice President of Ads Marketing

at Google, Corporate Board Member

at American Advertising Federation

and Advisor to the Marketing Standards

Board of the General Assembly, a

company that focuses on education

and career transformation.

Christine Cross

Independent Non-executive

Director

Nationality

British.

Appointed

April 2024.

Strengths & experience

Christine brings over 35 years of global

multi-channel retail experience, starting

at Tesco plc where she led own-brand

development and revitalised the clothing

brand as Trading Director. Christine has

held Board positions with numerous listed,

private and PE-backed businesses such as

Next plc, Woolworths plc (Australia), Sonae

plc (Portugal), Zooplus AG (Germany),

and Clipper Logistics plc. Recently, she

chaired Remuneration Committees for

Hilton Food Group plc and Coca-Cola

Europacific Partners plc, and was Board

Advisor to Unilever and River Island.

Current external appointments

Special Advisor at Interpath Advisory.

Governance

ASOS Plc Annual Report and Accounts 2025

Nick Robertson

Founder and Non-executive

Director

Anna Maria Rugarli

Independent Non-executive

Director

Rishi Sharma

General Counsel &

Company Secretary

Nationality

British.

Appointed

Co-founded ASOS.com Limited in 2000,

and served as its Chief Executive Officer

until September 2015.

Strengths & experience

Nick started his career in 1987 at the

advertising agency Young & Rubicam. In

1991, he joined Carat, the UK’s largest

media planning and buying agency. In 1995,

he co-founded Entertainment Marketing

Ltd, a marketing services company. Nick

serves as Chair of the ASOS Foundation,

a registered charity funded by ASOS

that supports young people in the UK

and internationally through long-term

partnerships with established local

charities. In 2011, Nick received an OBE

for his achievements in fashion retailing.

Current external appointments

Non-executive Director of AFCW Plc and

Gandys International Limited.

Nationality

Italian.

Appointed

June 2023.

Strengths & experience

Anna Maria is a seasoned sustainability

and corporate social responsibility

(CSR) expert with over two decades of

experience collaborating with leading

global apparel organisations, including

Nike Inc. and VF Corporation. Anna Maria

specialises in developing innovative

strategies to address significant

environmental and social challenges

faced by the industry, while also providing

comprehensive oversight through the

implementation and roll-out process.

Current external appointments

Vice President of Japan Tobacco

International, Executive Director of Japan

Tobacco International SA and Non-

executive Director at Prada Group.

Nationality

British.

Appointed

September 2025.

Strengths & experience

Rishi has over 20 years’ legal and

commercial experience, having trained

and qualified at Freshfields and then

practised at Skadden, Arps. Rishi was

most recently Group General Counsel

and Company Secretary at Ted Baker

plc and has held a number of senior roles

in the retail and technology sectors

including General Counsel and Company

Secretary at Purplebricks Group plc

and VP, Legal and Secretariat, at

InterContinental Hotels Group plc.

Current external appointments

Non-executive Director of Classic

Motor Events Limited.

Committee key

Audit

Committee

Sustainability

Committee

Nomination

Committee

Remuneration

Committee

Denotes Chair

of Committee

1 Emma Whyte, who was General Counsel & Company throughout FY25, stepped down on 30 September 2025. See page 75 for further information.

ASOS Plc Annual Report and Accounts 2025

Management Committee

Anthony Ben Sadoun

Executive Vice President

Digital Product

Chris Smith

Senior Vice President

Supply Chain

Rishi Sharma

General Counsel & Company

Secretary

Ben Blake

Executive Vice President

Customer & Commercial

José Antonio Ramos

Calamonte

Chief Executive Officer

Aaron Izzard

Chief Financial

Officer

Elena Martinez-Ortiz

Executive Vice President

Product

Sean Trend

Managing Director UK & US

Ras Vaghjiani

Executive Vice President

People & Communications

Przemek Czarnecki

Executive Vice President

Technology

Vanessa Spence

Executive Vice President

Brand & Creative

Michelle Wilson

Managing Director Topshop

& Topman

To read the biographies of our Management Committee please visit our website

Our Management

Committee

As at 20 November 2025

Governance

ASOS Plc Annual Report and Accounts 2025

Corporate Governance Report

Chair’s

Governance

Letter

We also announced the appointment of

Aaron Izzard who succeeded Dave Murray

as CFO with effect from 1 July 2025, and

the appointment of William Barker as

Deputy Chair with effect from 31 July 2025.

Rishi Sharma was Interim General Counsel

& Company Secretary from May 2024

until May 2025 whilst Emma Whyte,

General Counsel & Company Secretary

was on maternity leave. Post year end

following Emma Whyte’s resignation

with effect from 30 September

2025, Rishi Sharma was appointed as

General Counsel & Company Secretary

with effect from the same date.

It has been a privilege to serve on the

ASOS Board over the last four years,

throughout an incredibly important

period for the business. I have valued

the ASOS Board members and their

insights and oversight during this time,

and I am confident that we have the

right leadership to deliver sustainable,

profitable growth going forward.

Further details of our Board and

Committee composition changes,

including information on the selection

and appointment processes can be

found in the Nomination Committee

Report on pages 81 to 83.

Our purpose and culture

Our purpose is to give customers the

confidence to be whoever they want to

be. This underpins everything we do as

a business, and is supported and guided

by our values and behaviours. The Group

is built on a culture that champions

inclusivity, passion, enthusiasm and

development, so that every ASOSer

can bring their best selves to work. We

recognise the power in our differences

which make us stand out from the crowd.

Dear shareholder,

I am pleased to present the Corporate

Governance Report for the period ended

31 August 2025. This should be read in

conjunction with the compliance report on

page 76, which shows how the Company

has complied with the UK Corporate

Governance Code 2018 (“Code”).

As a Board, we understand that robust

governance practices are fundamental

to the success of the Company for the

benefit of its shareholders and other

stakeholders. Throughout the year, we

have been focused on developing our

governance framework in preparation for

the revised UK Corporate Governance

Code 2024 (“2024 Code”), which will

apply to ASOS from FY26. We will

therefore report against the new 2024

Code in our FY26 Annual Report, save for

Provision 29 of the 2024 Code, which will

be reported against in our FY27 Annual

Report. Further information on how the

Board and its Committees have been

addressing the required changes can be

found within this Corporate Governance

Report and the Board Committees’

Reports within pages 81 to 108.

Board succession

Throughout the period our Board has

continued to review succession planning

and Board composition to ensure we

remain effective in overseeing the delivery

of our strategy. As announced on 31 July

2025, I will step down from the Board and

Natasja Laheij will become Chair with

effect from release of our FY25 results on

21 November 2025. In parallel, José Manuel

Martínez Gutiérrez will be appointed as

Senior Independent Director.

As a Board, we understand the importance

of setting the right tone from the top.

Given the success of our ‘Meet the

Board’ series, we also commenced a

‘Meet our ASOSers’ programme during

FY25, as explained in more detail on

page 43. This enhanced interaction with

our employees gave us more insight

into the culture at ASOS, as well as

offering us the opportunity to delve

deeper into some of the key projects

our ASOSers are working on. This direct

engagement will continue, which will assist

the Board in monitoring how culture is

embedded throughout the business.

Strategy

Throughout our ongoing transformation

journey, the Board maintained active

oversight of the Company’s progress

in achieving its strategic objectives. At

each Board meeting, regular updates

were provided on operational and

commercial matters, complemented

by in-depth reports from Management

Committee members, who presented

deep dives on key topics in rotation.

These comprehensive sessions enabled

the Board to engage directly with Senior

Leaders, fostering focused discussions

and offering constructive feedback

regarding the risks and opportunities

associated with each area.

Further details on the Board’s activities

and principal decisions during the year

can be found on pages 78 to 79.

Thank you

I would like to personally thank our Board

members, the Management Committee

and all our ASOSers for their continued

commitment and support, and I wish

ASOS and all its stakeholders all the best

for the future.

Jørgen Lindemann

Chair

21 November 2025

ASOS Plc Annual Report and Accounts 2025

Governance

UK Corporate Governance Code 2018

(“Code”) Compliance

The Board is committed to maintaining the

highest levels of corporate governance to

allow for effective decision making.

Provision 17 of the Code provides that the

majority of members of the Nomination

Committee should be independent

Non-executive Directors. Throughout

the period, our Nomination Committee

comprised of Jørgen Lindemann, who was

Chair of ASOS and was independent upon

appointment, Natasja Laheij, who was

Senior Independent Director throughout

the period, Wei Gao who was and remains

an Independent Non-executive Director

and William Barker, who was a Non-

Independent Non-executive Director

throughout the period until 31 July 2025

when he became Non-independent

Deputy Chair. The Board believes that

the composition of the Nomination

Committee adheres to Provision 17 of

the Code for the period as the Chair is

deemed to continue to be independent.

The Board has applied all principles and complied with all provisions in the Code for the

period ended 31 August 2025. Further information on how the Board has applied the 2018

Code’s principles and provisions can be found as follows:

1 Board Leadership and Company Purpose Pages

A. Effective Board 76 to 80

B. Purpose, values & culture 01, 75, 82

C. Governance framework 53, 76, 93

D. Stakeholder engagement 42 to 45

E. Workforce policies and practices 39 to 41, 43, 110, 112

2. Division of Responsibilities Pages

F. Role of the Chair 76

G. Independence 76

H. External commitments and conflicts of interest 77, 78,82

I. Board resources 77

3. Composition, Succession & Evaluation Pages

J. Appointments to the Board 81 to 82

K. Board skills, experience and knowledge 70 to 73, 81 to 83

L. Annual Board evaluation 80

4. Audit, Risk and Internal Control Pages

M. External Auditor and Internal Auditor 84 to 90

N. Fair, balanced and understandable review 87

O. Internal financial controls and risk management 52 to 60, 89 to 90

5. Remuneration Pages

P. Linking remuneration with purpose and strategy 94 to 99

Q. Remuneration Policy review 102 to 108

R. Performance outcomes in 2025 95, 101

Governance structure

Throughout FY25 and as at the date of this report the Board was composed of an Independent Non-executive Chair, a Non-independent

Deputy Chair, a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO) who are Executive Directors and seven Non-executive

Directors, six of whom are considered to be independent. Nick Robertson, Founder and Non-executive Director, is not considered to be

independent under the Code due to his former role as CEO of the Company. William Barker, Deputy Chair, is not considered to be

independent under the Code due to his relationship with Camelot Capital Partners LLC, which is a significant shareholder of the

Company. The Board has delegated specific responsibilities to the Board Committees: Audit, Nomination, Remuneration and

Sustainability. The duties of each Committee are set out in the Committee Terms of Reference, which are available on our website at

asosplc.com. Details of each of the Committees activities during the period are set out in the Committee Reports on pages 81 to 108.

Our governance structure throughout FY25 is set out below.

Plc Board

Collectively responsible for the long-term sustainable success of the Group by ensuring that

ASOS is managed for the long-term benefit of all shareholders and stakeholders

Division of Responsibilities

Our Board is comprised of the Chair, Deputy Chair, Chief Executive Officer, Chief Financial Officer, Senior Independent Director and Non-executive Directors.

More information on the division of responsibilities for the Board is available on our website.

Disclosure Committee

Responsible for assisting the Board in discharging obligations under

the Market Abuse Regulations and Listing Rules with regard to the

management and disclosure of inside information, corporate disclosures

or any other material information as per the regulatory framework.

Management Committee

The Board delegates responsibility for the day-to-day management of the

Group to the Management Committee. Led by the CEO, the Management

Committee is collectively responsible for developing and implementing the

strategy, operational plans and budgets.

Audit Committee

See page 84 for the Nomination

Committee’s activities

Nomination Committee

See page 81 for the Audit

Committee’s activities

Sustainability Committee

See page 92 for the Remuneration

Committee’s activities

Remuneration Committee

See page 94 for the Sustainability

Committee’s activities

ASOS Plc Annual Report and Accounts 2025

How the Board operates

Board Meetings

The table below outlines attendance at all scheduled Board and Committee meetings held during the financial period ending 31 August

2025. Directors are expected to attend all Board and relevant Committee meetings. However, due to pre-existing commitments, some

Directors were unable to attend all meetings, as noted in the table below.

Board meetings are typically scheduled at least one year in advance, although ad hoc meetings may be convened on short notice due to

urgent matters. Board papers are distributed to Board members well in advance of each meeting, allowing those unable to attend to

review and comment on the matters to be discussed. Any Board member unable to attend a meeting receives a comprehensive

briefing from the Chair.

In collaboration with the Company Secretarial team, forward-looking agendas are prepared for the Board and its Committees to

support the timely discharge of their responsibilities and duties throughout the year. The Chair meets with the CEO, CFO, and

Company Secretary in advance of each Board meeting to agree on the agenda and papers.

Board meetings Committee meetings Strategy Day

Audit Remuneration Nomination Sustainability

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

José Antonio

Ramos

Calamonte

6 6/6 – – – – – – – – 1 1/1

Aaron Izzard 1 1/1 – – – – – – – – – –

Dave Murray 5 5/5 – – – – – – – – 1 1/1

William Barker 6 6/6 – – – – 2 2/2 – – 1 1/1

Christine

Cross

6 6/6 4 4/4 5 5/5 _ _ _ _ 1 1/1

Wei Gao 6 6/6 4 4/4 – – 2 2/2 2 2/2 1 1/1

Marie

Gulin-Merle

6 6/6 – – 5 5/5 – – 2 2/2 1 0/1

Natasja Laheij 6 6/6 4 4/4 5 5/5 2 2/2 – – 1 1/1

Jørgen

Lindemann

6 6/6 – – – – 2 2/2 – – 1 1/1

José Manuel

Martínez

Gutiérrez

6 6/6 4 4/4 5 5/5 – – 2 2/2 1 1/1

Nick

Robertson

6 6/6 – – – – – – 2 2/2 1 1/1

Anna Maria

Rugarli

6 6/6 – – – – – – 2 2/2 1 1/1

1 Aaron Izzard was appointed to the Board as Chief Financial Officer on 1 July 2025.

2 Dave Murray stepped down from the Board on 30 June 2025.

3 Marie Gulin-Merle was unable to attend the Strategy Day due to pre-existing commitments. She received a comprehensive briefing from the Chair following the meeting.

All matters requiring Board and/or Committee approval are subject to constructive scrutiny, with decisions made democratically after

thorough discussion. Actions resulting from Board and Committee meetings are documented and subsequently addressed by the

responsible person.

Any concerns raised by a Director are recorded in the meeting minutes. If any Director were to resign having previously expressed

concerns about the business, the Chair would engage with the resigning Director to ensure the Board receives appropriate feedback

regarding those concerns in the form of a letter addressed to the Chair.

Throughout the year, the Chair periodically meets with the Non-executive Directors without the Executive Directors present.

Individual Directors are also entitled to take independent legal and financial advice at the Group’s expense, where applicable, to support

the performance and discharge of their duties as Directors. Directors are updated on the Group’s business areas and the regulatory and

industry-specific environments in which they operate through written briefings and meetings with Senior Leaders and, where appropriate,

external parties. Appropriate training is also available to all Directors to develop their knowledge and ensure they stay up to date on

matters for which they are responsible as Board members. Directors’ and Officers’ liability insurance is maintained for all Directors.

All Directors have access to the General Counsel & Company Secretary, who ensures compliance with all Board procedures and

governance requirements. The appointment and removal of the Company Secretary is a matter reserved for the Board as a whole.

External appointments and time commitments

The Nomination Committee has primary responsibility for monitoring the time commitments of Directors to ensure that each

Non-executive Director has sufficient time to effectively discharge their duties. Any new external appointments of Directors

remain the responsibility of the Board to approve.

Succession planning

Succession planning for Directors and Senior Leaders is reviewed in detail at the Nomination Committee, considering Company

needs and required skills. Succession plans are then shared with the wider Board. Further details are available in the Nomination

Committee Report on pages 81 to 83.

ASOS Plc Annual Report and Accounts 2025

Governance

Risk management and internal controls

The Board retains ultimate responsibility for setting the Group’s risk appetite and defining the nature and extent of significant risks that

the Group is prepared to undertake in pursuit of its strategic objectives. The Board also ensures that robust risk management and

internal control frameworks are established and maintained. During this period, the Board undertook a thorough and systematic review

of both emerging and Principal risks facing the Group. Climate change risks and opportunities continue to be monitored as one of our

Principal risks. See pages 52 to 60 and pages 89 to 90 for additional information on how we manage our risks.

Conflicts of interest

Each Director is required to declare any potential conflict of interest before their appointment and on an ongoing basis. We maintain

procedures to monitor and address any potential or actual conflicts of interest that may affect judgement. A Director is not included in

discussions where a conflict of interest may arise. If approval is needed for a conflict, this is formally recorded along with the rationale

behind the decision, and relevant records are maintained.

Board Activities

In addition to the principal decisions by the Board set out on page 79, the main Board activities throughout the year are set out below.

The Board recognises the importance of incorporating the views of its key stakeholders into its discussions and decision-making process,

as well as promoting the long-term success of the Company, so this forms a key part of all Board discussions.

Strategy  Received updates and provided guidance on implementation of the Group’s strategy.

 Considered strategic matters at a dedicated Board and Management Committee Strategy Day.

 Reviewed and approved our revised FWI strategy.

 Approved strategic initiatives.

Financial and

operational

performance

 Received detailed and transparent updates from the CEO and CFO at each scheduled meeting.

 Reviewed performance against the Group’s KPIs and strategic initiatives.

 Held deep-dive sessions on key topics with relevant Management Committee members.

 Monitored and discussed financial performance against budgets and forecasts at each scheduled meeting.

 Reviewed and approved the Group’s full and half-year results and the Annual Report and Accounts.

 Reviewed and approved the Group budget.

 Reviewed and approved the Company’s Tax Strategy.

 Approved the appointment of KPMG as FY27 Auditors, subject to shareholder approval at the FY26 AGM, following

a formal Audit tender process (see page 88).

People and

culture

 Reviewed periodic leadership updates including key actions for succession planning for senior executives and

leaders within the Group.

 Received an overview of the results of the ASOS Your Voice Matters employee engagement survey and received

periodic updates on employee matters and their feedback to monitor the Company’s culture.

 Monitored progress against diversity initiatives and targets.

 Approved our Gender and Ethnicity Pay Gap report.

Board and

Committee

matters

 Resolved to appoint Aaron Izzard as Executive Director and CFO.

 Resolved that existing Non-executive Director William Barker be appointed as Deputy Chair.

 Resolved to appoint Natasja Laheij as Chair and José Manuel Martínez Gutiérrez as Senior Independent Director

with effect from release of the Company’s FY25 full year results.

Governance

and risk

 Received updates from the General Counsel & Company Secretary regarding legal, governance and compliance

matters at each meeting.

 Reviewed Committees’ Terms of Reference and the Matters Reserved for the Board and approved changes where

appropriate.

 Reviewed and approved the Company’s Modern Slavery Statement.

 Received updates from Committee Chairs following each Committee meeting.

 Reviewed the risk management and internal controls framework.

 Approved the Group’s risk appetite and the Group’s Principal risks.

 Reviewed compliance updates relating to cyber security, data privacy and other compliance matters.

Markets  Reviewed reports from the Investor Relations team containing market updates and shareholder feedback.

 Assessed performance relative to peers.

 Received briefings from the Company’s brokers and lawyers.

Fashion with

Integrity (FWI)

 Monitored progress against our FWI strategy goals and targets.

 Received training on the evolving ESG regulatory landscape.

Other  Received updates on the ASOS Foundation.

ASOS Plc Annual Report and Accounts 2025

Principal decisions and s.172 statement

The table below sets out the key topics the Board discussed and debated during the period and identified how the Board

considered its stakeholders and their priorities during their discussions and decision making.

Matter Considered Deliberations

Stakeholders

considered

Atlanta Fulfilment

Centre

In January 2025, the Board approved a proposal to wind down operations at the

Atlanta warehouse (see pages 12 and 133 for further details) in H2 FY25 to create

further efficiencies to our distribution network. This has enabled us to optimise our US

operating model, better serving customers through significantly improved product

availability from our UK fulfilment centre, as well as generating £10-20m of annualised

cost savings. These combined actions represent an enormous effort across our

business to successfully reset the essential foundations of our business.

 ASOSers

 Customers

 Partner brands

 Shareholders

 Suppliers

 Communities

Topshop Topman

(TSTM) joint venture

In September 2024, the Board approved the binding agreement with Heartland A/S to

form a new joint venture (JV) to purchase the intellectual property of the TSTM brands,

as announced on 5 September 2024. The sale of the TSTM brands to the JV completed

on 9 October 2024.

The Board deliberated the deal and unanimously agreed that the TSTM JV entered into

was in the best interest of ASOS shareholders as a whole, as well as customers, and

ASOSers, for a number of reasons, including: the transaction ensured that ASOS

customers continue to benefit from access to TSTM products, alongside ASOS’

own-brand and partner brand portfolio; the sale of a 75% stake in the TSTM brands

aligns with ASOS’ renewed focus on allocating capital more efficiently, thereby

accelerating its core strategy; the new JV brought the opportunity to expand TSTM’s

customer reach; and the sale proceeds significantly strengthened ASOS’ balance

sheet, whilst retaining a stake in the TSTM brands (through the JV) ensuring that ASOS

can participate in the future growth potential of Topshop and Topman.

By virtue of Heartland A/S’ indirect shareholding in ASOS, the Board was advised by

J.P. Morgan Cazenove, acting in its capacity as sponsor in relation to the related party

transaction, to consider that the transaction was fair and reasonable as far as ASOS’

shareholders are concerned.

 ASOSers

 Customers

 Partner brands

 Shareholders

 Suppliers

Refinancing In September 2024, the Board approved the completion of a refinancing programme of

ASOS’ convertible bonds and Bantry Bay facilities.

The refinancing comprised three elements: (i) £253m convertible bonds due 2028, fully

funded by an exchange from the convertible bonds due 2026; (ii) £173.4m of the

Convertible Bonds due 2026 were accepted for repurchase (at a discount to par), and

(iii) ASOS amended and extended its existing facilities agreement with Bantry Bay

Capital to May 2027 with an option for a 12-month extension. Further information is

included within note 20 of the financial statements.

The Board agreed that the new capital structure would strengthen ASOS’ balance

sheet and improve its financial flexibility. The Board considered its stakeholder groups

when approving the refinancing and concluded it was in the best interests of the

Company and would promote the success of the Company for the benefit of its

stakeholders over the long term.

 ASOSers

 Customers

 Partner brands

 Shareholders

 Suppliers

s.172(1) statement

The Directors continue to ensure they act

in a way which is in good faith and most

likely to promote the success of the

Group over the long term for the benefit

of shareholders, and in doing so, also

having regard for the Group’s key

stakeholders and other matters set out in

section 172(1)(a) to (f) of the Companies

Act 2006, being:

 the likely consequences of any decision

in the long term;

 the interests of the Group’s employees;

 the need to foster the Group’s business

relationships with suppliers, customers

and others;

 the impact of the Group’s operations

on the community and the environment;

 the desirability of the Group

maintaining a reputation for high

standards of business conduct; and

 the need to act fairly as between

members of the Company.

The Board is accountable to its

stakeholders and understands the

importance of incorporating stakeholder

considerations into the Board discussions

and decision making.

The Directors have identified the

Group’s key stakeholders to be

our customers, ASOSers, partner

brands, shareholders, suppliers and

communities. Each stakeholder group

has their own individual priorities,

of which the Directors are aware

and have regard to. These priorities

are considered, where appropriate,

in the Board’s decision making.

This is not only the right thing to do but

is also vital in achieving the Group’s

long-term objectives.

ASOS Plc Annual Report and Accounts 2025

Governance

Board and Committees’ performance review

The Board acknowledges that conducting regular assessments of the Board and its Committees presents valuable opportunities for

reflection on its activities, decision making and individual contributions.

Last year we reported that we concluded an externally facilitated evaluation of the Board and its Committees in FY24, undertaken by

Mr Chris Saul of Christopher Saul Associates. Of the four primary recommendations, there were ongoing actions for two

recommendations. Progress made against those recommendations throughout FY25 is set out below.

Recommendations Progress in FY25

It was suggested to narrow the

number of agenda items to be

considered at Board meetings

and instead do more deep dives

into strategic topics.

Board agendas included fewer topics, with more deep dives into relevant financial and operational

areas, where appropriate around the Board calendar cycle. Management presentations were also

held outside of formal Board meetings for Senior Leaders to present their respective areas and/or

showcase new innovations to the Board.

Subject to timing and logistical

constraints, the new Non-

executive Directors were

encouraged to spend more time

in the business to get more

hands-on experience of

operations.

Non-executive Directors often meet with Senior Leaders within teams relevant to their industry or

sector expertise to share their knowledge and provide guidance. In addition to the management

presentations, we commenced our ‘Meet the ASOSers’ initiative whereby our Board met with

selected teams throughout the business. This series offers ASOSers of all career levels the

opportunity to demonstrate their day-to-day role to the Board, which enhances the Directors’

understanding of intricate areas of operations within the business and enables the Board to meet a

range of ASOSers to get a deeper sense of Company culture.

FY25 internal Board evaluation

In accordance with the usual Board evaluation cycle, with externally facilitated evaluations every three years, in FY25 an internal

evaluation was led by the Chair, supported by the Company Secretary and the Senior Independent Director (SID).

The SID typically meets with Directors to assess the Chair’s performance as part of the Board evaluation towards year end. As announced

on 31 July 2025, Natasja Laheij, who has served as the Company’s SID since 7 February 2024, will become Chair upon release of the

Company’s FY25 results when Jørgen Lindemann steps down. As such, Natasja Laheij met with Directors individually not only to review the

performance of the Chair throughout the period, but also to discuss potential focus areas for her forthcoming tenure as Chair.

Internal Board evaluation process

1. Questionnaires

Questions for the Board and the Audit, Nomination, Remuneration and Sustainability Committees were agreed. Questionnaires were

circulated to Directors as appropriate for each Committee.

2. 1:1 Interviews

The questionnaire feedback was collated and shared with the SID, who then held 1:1 meetings with each of the Directors.

3. Analysis

The questionnaire responses and individuals’ feedback were combined with suggested actions.

4. Feedback

A feedback session was held to discuss the review, and focus areas were agreed for FY26.

Overview of key findings

The Board considers itself as well structured, with good relationships between the Executives, the Non-executives, the Chair and Deputy

Chair. A key strength of the Board is regarded to be its considerable diversity as well as a broad range of knowledge and experience.

There are good Board dynamics with constructive discussions and open debate.

The Chair was consistently recognised for maintaining a high standard in his role, delivering his responsibilities effectively. His approach

during meetings was characterised by openness and effective communication, ensuring all participants had an opportunity to contribute.

The incoming Chair intends to uphold these practices moving forward.

Whilst Board agendas have been streamlined for FY25, it was agreed that meetings should be scheduled to ensure adequate time is

allocated for all topics. As such, certain meetings will be extended where appropriate around the annual Board and Committee cycle.

Board materials will also be further refined for consistency.

Key focus areas for the Board for FY26 will be:

1. Continued oversight of the execution of the Company’s strategy through its governance framework.

2. Re-engaging the customer with a better understanding of customer insights and behaviours, aided by Ben Blake, Executive Vice

President – Customer & Commercial who joined ASOS in September 2025.

3. How AI and technology can be further leveraged throughout the business.

Training on new developments in AI and technology will be arranged for the Board. Further training will be arranged to ensure the Board is

kept up to date with evolving regulatory requirements and best practice.

All Committees were thought to be well constructed and well run. The priorities for each of the Board’s Committees for FY26 are detailed

within the Governance section on pages 81 to 108.

ASOS Plc Annual Report and Accounts 2025

Nomination Committee

Report

Jørgen Lindemann

Committee Chair

Members

William Barker

Wei Gao

Natasja Laheij

Terms of Reference

The full Terms of Reference for the

Nomination Committee are available

on our website, asosplc.com.

Read more detail on the

Nomination Committee’s

attendance at meetings

See table on page 77.

Committee responsibilities

The Committee’s principal

responsibilities are to:

 Monitor the structure, size and

composition of the Board and its

Committees.

 Identify the balance of skills,

knowledge, diversity and experience

on the Board and recommend new

Board and/or Committee members

to the Board as appropriate.

 Review the time commitment and

independence of the Non-executive

Directors, including potential

conflicts of interest.

 Oversee talent and succession plans

for Senior Leaders.

 Ensure that an appropriate and

tailored induction is undertaken by

all new Board members.

 Review the results of the Board

evaluation process.

 Review the Company’s policy on

Diversity, Equity & Inclusion, its

objectives and linkage to Company

strategy.

 Review employee engagement

survey results and monitor

management’s action plan in

response to surveys.

 Review the Company’s recruitment

and talent management and

consider how these drive the desired

ASOS behaviours and values.

Dear shareholder,

I am pleased to present the Nomination

Committee (“Committee”) Report for

the year ended 31 August 2025. This

report should be read in conjunction

with the compliance report on page

76, which shows how the Company

has complied with the UK Corporate

Governance Code 2018 (the “Code”).

Board composition and

succession planning

The Committee is responsible for Board

succession planning to ensure the orderly

succession of Directors, should a vacancy

arise. Dave Murray stepped down from the

Board as CFO and Executive Director on

30 June 2025. On behalf of the Board, I

would like to thank Dave for his hard work

and contribution to ASOS and we wish him

the very best for the future.

Aaron Izzard, who served as Finance

Director of the Company in recent years,

had been identified as the prospective

successor to the CFO position, should a

vacancy arise. After careful consideration,

the Committee determined that Aaron

Izzard possesses the requisite financial

expertise and leadership capabilities to

support ASOS in pursuing its strategic

objectives and recommended his

appointment as CFO and Executive

Director to the Board. Accordingly,

Aaron Izzard joined the Board as CFO

and Executive Director on 1 July 2025.

As announced on 31 July 2025, I will

step down as Chair upon release of the

Company’s FY25 results. Natasja Laheij,

the Company’s Senior Independent

Director (SID), was identified as the

natural successor as Chair. Natasja

joined the Board as Independent

Non-executive Director, Chair of the

Audit Committee and member of the

Remuneration Committee on 11 April 2023

and was subsequently appointed as Senior

Independent Director and member of the

Nomination Committee on 7 February

2024. The Committee determined that

Natasja’s knowledge of ASOS and her

governance experience through her SID

and Committee roles make her an ideal

candidate to lead the Board as Chair.

Nomination Committee Report

ASOS Plc Annual Report and Accounts 2025

Nomination Committee Report cont.

In conjunction with the Chair’s succession,

the Committee agreed that the SID

role should be undertaken by an existing

Independent Non-executive Director

who has knowledge of the Company, the

Board and its Committees. Following a

review of the Board’s composition and

diversity, the Committee recommended

that José Manuel Martínez Gutiérrez,

who joined the ASOS Board as an

Independent Non-executive Director

in April 2023 and serves on the Audit,

Remuneration and Sustainability

Committees, be appointed as SID.

In accordance with the Code, I did not chair

the Committee meeting regarding the

selection of my successor; Wei Gao was

appointed as Chair of this meeting and

Natasja Laheij recused herself and was not

present. The Committee recommended

that Natasja Laheij be appointed as

Chair of the Company and for José

Manuel Martínez Gutiérrez to assume the

role of SID following the release of the

Company’s FY25 results, when I step down

as Chair. The recommendations were

subsequently approved by the Board.

Whilst assessing the Board’s composition,

the Committee also recommended

the appointment of William Barker as

Deputy Chair of the Company, which

became effective on 31 July 2025

following Board approval. This newly

created Deputy Chair role is designed to

support the Chair and the Management

Committee on strategy, culture and

operational initiatives as required.

The Committee conducts an annual review

of the Board’s composition to ensure it

possesses the requisite knowledge and

expertise to effectively lead the business.

This process includes assessing the

collective skills and experience of Board

members, evaluating the diversity within

the Board, and reviewing the tenure

of each member. The Committee also

examines membership across the Board’s

Committees to confirm they remain

balanced and fit for purpose. Following

review, the Committee determined that no

changes were necessary during the period.

Natasja Laheij will step down from

the role of Audit Committee Chair

following her appointment as ASOS

Chair. In August 2025, the Committee

agreed a role description and began

a search for a new Independent Non-

executive Director to chair the Audit

Committee. H.I.E.C. Executive Consulting,

an independent executive search

consultancy without any affiliation to

ASOS or its Directors, was engaged to

assist with the recruitment process.

The composition of the Committees

will also be reviewed in due course

following the above changes.

Time commitment

The Committee conducts an annual review

of the time commitments of Non-executive

Directors, considering both the quantity

and type of external appointments held.

Following review, the Committee was

satisfied that all Non-executive Directors

have the requisite time to carry out their

role and fiduciary duties as Directors and

determined that the number of external

appointments held by each Director is

appropriate. None of the Directors are

considered to be over-boarded.

Conflicts of interest

The Committee was also satisfied there

were no conflicts of interest arising from

the Directors’ external commitments

which could affect their independence and

judgement as Directors, aside from the

known potential conflict of interest arising

from William Barker’s role as founder and

CEO of Camelot Capital Partners LLC,

which would be managed accordingly

if and when any conflict may arise.

Board and Committees’

performance review

Following the conclusion of an externally

facilitated Board and Committees’

performance review process in FY24,

the FY25 internal Board review was

led by the Chair in conjunction with

the Company Secretary and the

Senior Independent Director.

Overall, the Nomination Committee was

thought to be well constructed and well

run. Following feedback, consideration

is being given as to whether meetings

should be extended to ensure all topics

can be adequately addressed. A key

priority for the forthcoming year will

be succession planning at Board and

Management Committee level, given the

leadership changes over recent months.

Full details of our Board and Committees’

performance review process are on

page 80.

Senior Leaders’ succession planning

As we remain committed to achieving

sustainable and profitable growth, it is

critical to ensure that we have the right

leadership in place. The Committee

oversees succession planning for

Senior Leaders and recognises the

importance of cultivating a wide-

ranging and inclusive talent pipeline to

successfully implement our strategy.

During the year, the Committee reviewed

succession plans for Management

Committee members and other Senior

Leaders as needed to ensure the Company

has the leadership required to execute the

Company’s strategy.

In January 2025, Chris Smith succeeded

Christoph Stark as Senior Vice President

of Supply Chain, and Przemek Czarnecki

was appointed as Executive Vice President

– Technology at ASOS. Post year-end, Ben

Blake joined as Executive Vice President,

Customer & Commercial and Rishi Sharma

succeeded Emma Whyte as General

Counsel & Company Secretary.

Talent management and culture

The progression of a diverse pool of high-

performing talent is crucial so that we can

develop future Senior Leaders within the

business, therefore this is a continued area

of focus for us. The Committee reviewed

ASOS’ approach to talent management

and culture and discussed how ASOS’

talent practices and goals drive the

desired ASOS values and behaviours.

In parallel, management provided an

update on the new tools and initiatives

being rolled-out across the business

aimed at driving and embedding

a high-performance culture.

Employee survey feedback

Engaged ASOSers are essential to drive

a high performance culture and ASOS is

committed to seeking employee feedback

to boost engagement and performance.

Our engagement survey platform was

upgraded during the period and we

launched our new ‘Your Voice Matters’

(YVM) survey in June 2025. The new

platform enables the Company to

better utilise technology and data

outputs to capture and analyse

feedback, thus supporting a culture

of continuous listening and action.

Management presented the YVM

feedback to the Committee in our final

meeting of the year. We were pleased

to see continued strong engagement

with our survey, which received a

77% response rate, and we monitor

progress against the agreed actions

as part of our annual agenda.

ASOS Plc Annual Report and Accounts 2025

Diversity, Equity & Inclusion (DEI)

Our approach to Board diversity sets the

tone for DEI across the business.

Throughout the period and as at the date

of this report, we met the external targets

set by the FTSE Women Leaders Review,

the Financial Conduct Authority and the

Parker Review.

Board Diversity Policy

We believe that a diverse Board, with

a broad range of skills, backgrounds,

knowledge and experience, is essential

to maintaining Board effectiveness

and competitive advantage. When

making new appointments to the Board,

suitably qualified applicants from a

diverse pool will be considered with no

restrictions on protected characteristics.

All appointments are made on merit,

taking into account suitability for the

role, together with the composition and

balance of the Board, to ensure that the

Board and its Committees have the right

mix of skills, experience, independence

and knowledge to perform effectively.

The Board supports the recommendations

set out by the FTSE Women Leaders

Review and the Financial Conduct

Authority on gender diversity and

the Parker Review on ethnic diversity

and endeavours to maintain a

diverse and balanced Board.

Senior Management

Gender balance

Board

Ethnicity balance

Board

Senior Leadership

45%

55%

65%

35%

47%

53%

91%

75%

20%

79%

17%

Senior Management Senior Leadership

Female

Male

White Ethnically diverse Unspecified

1. Defined as the Management Committee and their reports across 121 roles in accordance with the UK Corporate Governance Code 2018.

2. Defined as “Head of” and above positions across 200 roles.

When considering the composition of

the Board’s Committees, consideration

is given to the diversity within each

Committee in addition to assessing the

balance of skills and experience to leverage

different insights and perspectives.

This benefits decision-making within the

Committees and the Board as a whole

and will, in turn, benefit the Company’s

shareholders and other stakeholders.

Our internal DEI strategy

By focusing on DEI across our existing and

potential talent, we can be better prepared

for succession planning to ensure we have

diverse representation throughout our

talent pool who can be promoted into

Senior Leader positions in the future. Our

internal DEI strategy has three pillars and is

summarised below:

1. Diversity: Attracting and retaining

diverse talent. This pillar encompasses

two Fashion with Integrity (FWI) targets.

2. Equity: Ensuring our pay philosophy,

benefits, policies and procedures are

set up to support ASOSers fairly

and equally.

3. Inclusion: Respecting, understanding,

learning from and celebrating each

other, in the spirit of fostering a

connected and psychologically

safe workplace.

As at our financial period end of 31 August 2025, the gender and ethnicity balance across our Board and Senior Leaders’ roles was:

Internally, we define our Senior Leaders as

those holding “Head of” roles and above

(“Senior Leaders”), but we are conscious that

the Code defines Senior Management as

the first layer of management below Board

level, which in our case is the Management

Committee, and their direct reports. For

transparency, we are reporting both metrics.

We are pleased to see improved gender

diversity this year. Under the Code

definition, which covers 121 roles, we have

65% female representation across our

Senior Management. However, when using

our broader internal Senior Leaders

metric, which covers our top 200 leaders,

we have 47% female representation,

which has increased from 41% last year.

We have also exceeded our Fashion

with Integrity target of reaching 15%

ethnically diverse Senior Leaders by

2030. We will continue to review ASOS’

DEI strategy and will monitor progress

against its objectives to maintain a

diverse workforce in every sense.

New Leadership

Natasja Laheij will be appointed as Chair

and will serve as Committee Chair with

effect from 21 November 2025 when I

step down from the Board and I wish the

Company all the best for the future.

Jørgen Lindemann

Nomination Committee Chair

21 November 2025

For further DEI information and data on gender and ethnicity at ASOS with enhanced data categories, see page 41 of the Our people

section. The data required by UK Listing Rule 6.6.6 for the Board of Directors and executive management as at 31 August 2025, is set

out on page 111.

Management Committee

46%

54%

69%

31%

Management Committee

ASOS Plc Annual Report and Accounts 2025

Audit Committee

Report

Natasja Laheij

Committee Chair

Members

Christine Cross

Wei Gao

José Manuel Martínez Gutiérrez

Terms of Reference

The full Terms of Reference for

the Audit Committee are available

on our website, asosplc.com.

Read more detail on

the Audit Committee’s

attendance at meetings

See table on page 77.

Committee responsibilities

The Committee’s principal

responsibilities are to:

 Monitor the integrity of the Group’s

financial statements in relation to the

Group’s financial performance.

 Provide advice to the Board on whether

the Annual Report is fair, balanced and

understandable.

 Review the Group’s accounting policies

and significant estimates and

judgements.

 Review the effectiveness of the external

audit processes, including monitoring

External Auditor independence, and

report external audit findings to the

Board.

 Monitor and review the effectiveness of

the Internal Audit function.

 Review the effectiveness of the Group’s

internal controls, including the process

for the evaluation, assessment and

management of risk.

 Oversee the Group’s whistleblowing,

compliance, security and fraud

prevention procedures.

Dear shareholder,

I am pleased to present the Audit

Committee (“Committee”) Report for the

year ended 31 August 2025. This report

should be read in conjunction with the

compliance report on page 76, which

shows how the Company has complied with

the UK Corporate Governance Code (the

“Code”) 2018.

In next year’s Annual Report we will

commence reporting against the 2024

Code excluding Provision 29 of the 2024

Code, which will be reported against in

our FY27 Annual Report. Throughout the

period, we continued to receive periodic

updates on how the Group is preparing

for the new 2024 Code requirements.

We also concluded a formal external

audit tender process, which resulted

in the recommendation to appoint

KPMG as External Auditor with effect

from FY27, which was endorsed by

the Board. Further details of the full

process are set out on page 88.

The Board is confident that I possess the

necessary recent and relevant financial

expertise to have served as Chair of the

Committee, and affirms that each

member of the Committee has the

relevant experience and competence

pertinent to the Company’s sector.

On behalf of the Committee, I wish to

express our appreciation to Dave Murray

for his service as Chief Financial Officer

(CFO) until 30 June 2025. We welcomed

the appointment of Aaron Izzard as

CFO effective 1 July 2025, and the

Committee looks forward to collaborating

with him more closely going forward.

This will be my final Audit Committee

Report as I am delighted to be stepping

into the role of Chair of the Company

upon release of our FY25 results. A

search for a new Independent Non-

executive Director who can lead the

Committee commenced in August

2025 and we will update shareholders

on the appointment in due course.

Natasja Laheij

Audit Committee Chair

21 November 2025

Audit Committee Report

ASOS Plc Annual Report and Accounts 2025

The Committee’s principal activities during the year included:

Financial reporting Integrity of the financial statements and formal announcements

 Reviewed the Annual Report, and supporting information, and concluded that the Annual Report was

fair, balanced and understandable as detailed below.

 Reviewed the full and half-year results announcements.

Significant financial and reporting matters

 Scrutinised key accounting judgements and estimates applied in the preparation of the Group’s

financial results. These included inventory provisioning, management’s assessment of items to be

excluded from adjusted profit before tax, and the assumptions/judgements included within

management’s going concern, viability, impairment and deferred tax recoverability reviews.

More information can be found in Significant financial reporting matters and judgements on

page 87.

Assumptions in support of going concern and viability assessments

 Considered the viability and going concern statements and their underlying assumptions.

 Evaluated going concern over an 18-month period, which included a review of financial plans and

assumptions, access to financing and the challenging economic environment and the adaptability of

financial plans.

 Considered the appropriateness of a three-year viability assessment period after modelling the

impact of certain scenarios arising from the Group’s Principal risks.

More information can be found in the Long-term viability statement on pages 61 to 62, the Going

Concern statement on page 129, and the Significant financial reporting matters and judgements on

page 87.

External Audit  Reviewed and agreed the scope of the external audit process prior to commencing the FY25 audit.

 Considered the External Auditor’s reports on the full-year and half-year results.

 Appraised the effectiveness and performance, independence and objectivity of our External Auditor.

 Considered the external audit fees and terms of engagement.

 Reviewed the Non-Audit Services Policy and approved all non-audit services provided by the External

Auditor.

 Conducted a formal and competitive External Auditor tender process in accordance with Minimum

Standard requirements.

Risk and internal controls  Reviewed and provided oversight of the Group’s risk management processes including those for

identifying the Group’s Principal and emerging risks and ensuring that effective controls, processes,

assessments and mitigations were maintained.

 Monitored the Group’s Principal risk and new Group risk registers and approved our updated Principal

Risk disclosures set out on pages 56 to 60.

 Reviewed any movements in Principal risks, including those indicated through work to capture our

Group risks in H2 FY25 and bi-annual reviews of functional risk registers.

 Reviewed the Group’s risk appetites including any proposed changes and recommended them for

approval to the Board.

 Approved the Group’s Enterprise Risk Management Policy setting out accountability and responsibility

for the oversight and management of risks between the Board Committee and Senior Leaders.

 Monitored progress with ASOS Controls Programme (ACP) activities developing ASOS’ control

framework to ensure readiness for the new Code provisions for internal controls and the new failure

to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2003.

 Received updates on enhancements to the Group’s financial controls.

 Received an update on the Group’s business continuity activities.

 Received regular updates from the Chief Information Security Officer on cyber security controls,

activities and incidents including security KPIs.

 Received an update from the Data Protection Officer on the Group’s data protection activities to

ensure compliance with GDPR and other related data privacy laws.

 Received an update on the risk landscape and risk mitigating activities for other compliance

matters including Anti-Bribery & Corruption, Sanctions, Anti-Fraud, Anti-Money Laundering and

Third-Party Risk Management.

ASOS Plc Annual Report and Accounts 2025

Audit Committee Report cont.

Internal Audit  Monitored and reviewed the effectiveness and independence of the Internal Audit team.

 Reviewed findings from internal audits and monitored the implementation of management’s

remediation actions.

 Reviewed the Internal Audit team’s strategy and operating model.

 Approved the Internal Audit team’s Charter including its defined purpose and authority within the Group.

 Reviewed and approved the FY26 Internal Audit plan and team resourcing based on assessment of the

Group’s key financial, operational and compliance risks, and strategic aims.

 Reviewed and approved changes to the Internal Audit plan and broader strategy to ensure this

remained aligned to movements and maturity of the Group’s control environment, the Group’s risk

profile and priorities under our transformation agenda.

Other matters  Received updates on tax matters and approved the Group’s Tax Strategy.

 Reviewed and approved the Group’s Treasury Policy.

 Reviewed the Group’s Whistleblowing Policy and escalation matrix and received updates

on whistleblowing matters.

 Received updates on compliance including the implementation of the Group’s Gifts

& Hospitality Policy.

 Received updates from the CFO on other finance matters.

 Received updates on current or threatened material litigation.

 Received internal updates regarding the requirements of the new 2024 Code and the Financial

Reporting Council’s (FRC’s) Minimum Standard for Audit Committees.

 Reviewed the Committee’s Terms of Reference and recommended updates to the Board for approval.

Committee activities

The Committee convened four times

during the year, which aligns with its

regular meeting schedule. Details

regarding member attendance are

provided on page 77. Agendas are

developed based on an annual forward-

looking agenda, prepared with input

from the CFO and Company Secretarial

team, to ensure that the Committee’s

responsibilities are addressed in

accordance with the Group’s financial

reporting cycle. After each meeting, the

Committee Chair provides the Board

with a summary of the main discussion

points, together with any necessary

recommendations as and when required.

Although not members of the Committee,

the Board Chair, CEO, CFO, General

Counsel & Company Secretary, Head of

Internal Audit & Risk and Group Financial

Controller are also invited to attend

Committee meetings unless they have a

conflict of interest. Other ASOSers may

be invited to attend for a specific agenda

item or items where relevant. The Group’s

External Auditor, PricewaterhouseCoopers

LLP (PwC), is also invited to attend

Committee meetings. The Committee

Chair and members regularly meet with

both the External Auditor and Head of

Internal Audit & Risk in private. As is

needed, the Committee also receives

advice from advisors on any tax or legal

issues which may arise.

Corporate reform

The Committee continued to prepare for

the corporate reforms, including the new

requirements of the 2024 Code including

the Minimum Standard.

Throughout FY25 we complied with the

provisions of the Minimum Standard, with

the exception of engaging with

shareholders on the scope of the external

audit which was deemed to be the role of

the Committee given its knowledge and

experience of the Company.

The Committee continues to maintain

oversight of the evolving controls

framework to ensure the business is

well-positioned to meet future regulatory

requirements. As reported last year, the

ASOS Controls Programme (ACP) was

established in FY24 to design, implement

and embed a comprehensive controls

framework aimed at enhancing the Group’s

control environment. In alignment with the

updated control reporting requirements

introduced by the 2024 Code, the ACP

plays a central role in ensuring compliance

and continuous improvement. The

programme is under the sponsorship of

the CFO, with the Committee receiving

regular updates on progress, key

milestones and strategic approaches

to the framework’s implementation.

The focus this year has been on refining

the scope of the programme and

continuing to identify the material controls

across the business that mitigate the

Group’s Principal risks. The Committee

has reviewed and endorsed the proposed

framework, which aligns with the Group’s

established Risk Management methodology

(see pages 52 to 55). This phase has also

included early assurance activities over

the material controls identified so far.

The ACP has become a standing item in

the Committee’s governance cycle, with

updates now embedded into regular

reporting and oversight processes. The

Committee has also considered external

benchmarking and engaged with advisors

to ensure the programme remains

aligned with emerging market practice

and regulatory expectations. Planning

for assurance activities is underway,

with a focus on validating control design

and effectiveness across key risk areas.

The programme also supports the

Group’s readiness for new regulatory

requirements, including the Economic

Crime and Corporate Transparency Act,

which came into effect in September 2025.

The ACP provides a foundation for

continued enhancement of ASOS’

governance and risk management

practices. The next phase of the

programme will focus on deepening

assurance over the Group’s material

controls, reinforcing the existing control

environment and supporting continued

operational and strategic resilience.

Board and Committees’

performance review

Following the Committee review, it was

agreed to extend Committee meetings

going forward to allow sufficient time to

fulfil the Committee’s responsibilities given

the corporate reforms.

Oversight of the ACP will be a key area of

focus for the Committee throughout FY26

alongside cyber security.

Full details of our Board and Committees’

performance review are on page 80.

ASOS Plc Annual Report and Accounts 2025

Significant financial reporting matters and judgements

Area of focus Actions taken

Going concern

and viability

The Committee undertook a detailed review of the financial liquidity of the Group over an 18-month

period to support the going concern assessment, and a three-year period to support the viability

assessment. In doing so, the Committee challenged management’s assessment of forecast cash flows,

including sensitivity to trading and expenditure plans, and for the potential impact of certain scenarios,

including reductions to forecast revenues and margin, and working capital outflows. The Committee also

considered the Group’s financing facilities, noting the refinancing announced post year-end on

13 November 2025 (see note 29 on page 167 for further information).

Based on this, the Committee confirmed that the application of the going concern basis for the

preparation of the financial statements continued to be appropriate, with no material uncertainties

noted. It was also concluded that the Group is able to meet its liabilities as they fall due over the viability

period of three years. For further information, see pages 61 to 62.

Inventory provisions The Committee reviewed the inventory provisions for FY25, noting a reduction in the overall provision

compared to FY25. As of 31 August 2025, gross inventory totals £523.5m, against which an inventory

provision of £121.2m has been recognised (FY24: £163.3m). This reduction primarily reflects the

utilisation of non-underlying provisions relating to the one-off clearance of aged stock.

Management provided the Committee with updates on the work performed to validate the

appropriateness of key estimates used in respect of inventory provisions. Particular consideration was

given to the overall level of provisioning and refinements to methodology as the Group embedded its new

commercial model.

The Committee concluded that the methodology for calculating the net realisable values of inventories,

including management’s estimates on provisions, was appropriate.

Alternative Performance

Measures (APMs)

The Committee considers it important to take account of both the statutory measures and the

APMs when reviewing these financial statements. In particular, items excluded from adjusted profit

before tax were reviewed by the Committee. The adjusted loss before tax this period was £(98.2)m, with

a reported loss before tax of £281.6m (2024: £(126.0)m and £(379.3)m) – the excluded items are detailed

within note 3 of the financial statements. The most significant item relates to impairment and other

costs associated with the mothballing of the Group’s distribution centre in Atlanta.

The Committee is satisfied that the presentation of these items is clear, applied consistently across

years, in line with Group policy, and that the level of disclosure is appropriate. In addition, the Committee

focused on ensuring that the Group’s APMs are not given undue prominence over figures derived from

the financial statements. The Committee ensured that clear, tailored explanations are provided for the

inclusion of each APM, and that all APMs are properly reconciled to the most directly comparable line

items in the financial statements.

Impairment of non-

financial assets

The Committee closely reviewed the impairment assessment related to the Atlanta fulfilment centre,

following the Board’s decision to either sell or mothball the site after the completion of the automation

project. The Committee reviewed management’s assumptions used to determine the site’s recoverable

amount of £nil, which was based on the fact the site would be mothballed and is not currently being

actively marketed. This resulted in a specific impairment and closure costs of £175.8m.

In addition to this review, the Committee assessed the broader impairment testing of tangible and

intangible assets, including goodwill, across the Group. This included challenging key assumptions, such

as projected cash flows and discount rates, and reviewing sensitivities within the value-in-use models.

Whilst the headroom is highly sensitive to changes in the assumptions, no further impairments were

required following the wider review, and the Committee was satisfied with the robustness of the

impairment assessments and that appropriate disclosures had been made.

Recognition of deferred

tax assets

The Committee reviewed management’s assessment of the recognition of deferred tax assets in line

with IAS 12 Income Taxes. In determining the amount of deferred tax assets to recognise, management

made significant estimates regarding the Group’s future profitability, considering factors such as

revenue growth, profit margins and cost management strategies. The Committee was satisfied that the

estimates made were reasonable and aligned with the Group’s broader going concern and impairment

assessments. As at 31 August 2025, the Group has recognised net deferred tax assets of £44.7m.

A further £126.9m of deferred tax assets have not been recognised.

Fair, balanced and understandable

The Committee advises the Board

on whether the Annual Report and

Accounts are fair, balanced, and

understandable, and whether they give

shareholders sufficient information

about the Company’s financial position,

performance, business model and

strategy. As part of its formal remit,

the Committee ensures that disclosures

are transparent and accurate, and

challenges management as needed.

Where necessary, updates are made

to enhance clarity and completeness.

The External Auditor supports this by

performing a statutory audit in line with

relevant standards, laws and regulations.

The Committee’s activities in this

regard included:

 Reviewing the processes and controls

that support the preparation of the

Annual Report, with confirmation that

the reporting team and Senior Leaders

fully understood their roles and

responsibilities.

 Receiving an advanced draft of the full

Annual Report and providing feedback,

with amendments incorporated as

required before final approval.

 Being presented with a summary of the

key matters included in the Annual

Report, highlighting both positive and

negative factors.

 Reviewing and discussing the key factors

considered in determining whether the

Annual Report is fair, balanced and

understandable.

The Committee recommended to the

Board that the FY25 Annual Report is

fair, balanced and understandable while

providing the necessary information

to assess the Company’s position and

performance, business model and strategy.

ASOS Plc Annual Report and Accounts 2025

External Auditor

The Committee is responsible for

recommending to the Board the

appointment, reappointment,

remuneration and removal of the External

Auditor prior to resolutions being put to

shareholders at the Company’s Annual

General Meeting. When considering

whether to recommend the reappointment

of the External Auditor, the Committee

considers a range of factors, including

the effectiveness of the external audit,

the period since the last audit tender was

conducted, and the ongoing independence

and objectivity of the External Auditor.

Any non-audit services are commissioned

in accordance with the Group’s Non-Audit

Services Policy and must ensure that there

is no issue as regards to independence

and objectivity of the External Auditor.

PwC continued as the Company’s

External Auditor for FY25 following

reappointment at the Company’s Annual

General Meeting on 22 January 2025.

The Committee believes that it is in

the best interest of its shareholders

for PwC to remain as External Auditor

for the next year and therefore

recommends that PwC be reappointed

as Company auditors for FY26.

External Auditor tender

PwC has acted as the Group’s statutory

External Auditor since 2008. The previous

competitive tender process took place in

FY22, whereby it was concluded that PwC

would remain as the Company’s External

Auditor. Neil Grimes was appointed as

audit partner from FY22, following the

former audit partner rotating off.

When considering the appropriate timing

for an audit tender, the Committee takes

into account the value of continuity, the

independence and objectivity of the

auditor and lead audit partner, and the

outcome of the annual audit effectiveness

review. Although ASOS only became a

main-market listed company in 2022, PwC

has been the Group’s auditor since 2008,

and the current lead audit partner’s

five-year term ends following the FY26

audit In light of this, and to ensure a

smooth transition, the Committee

determined it was appropriate to conduct

an audit tender for the FY27 audit. As

such, a formal and competitive tender

process was conducted in FY25.

Audit Committee Report cont.

Audit tender process

In March 2025, ASOS initiated a formal

External Auditor tender process for the

FY27 statutory audit onwards, which

was run in accordance with relevant

regulatory and governance requirements,

including the Minimum Standard. The

Audit Committee established a dedicated

Tender Committee comprising two

members of the Committee (including

the Committee Chair), the Group

Financial Controller, and the CFO. The

Tender Committee was responsible

for designing and running the tender,

including defining the scope, timetable

and evaluation criteria, and it reported

back to the full Committee throughout.

Initial ‘Requests For Information’ were issued

to five firms. Of the firms invited to tender,

three agreed to participate and, following a

series of partner meetings, the Committee

concluded not to proceed further with one

of the three firms. ‘Requests for Proposals’

were therefore issued to two shortlisted

firms. This process ran in parallel with each

firm conducting an audit independence

assessment for the purpose of commencing

as External Auditors from FY27.

The tender process comprised two

phases. In the initial discovery phase,

participating firms were granted access

to a secure data room and attended

briefings with senior members of the

Finance, Legal, Tax, Treasury, Technology,

and Internal Audit teams to deepen their

understanding of ASOS’ business model,

operating environment and control

landscape. The second phase focused on

deep-dive thematic workshops (covering

audit methodology, ESG and technology),

followed by formal written proposals and

presentations on how the firms would

structure their audit at an operational

level and work with our management team.

Each firm was assessed against

defined evaluation criteria — including

team quality and sector experience,

understanding of ASOS and its operating

model, audit methodology, and the

maturity and relevance of proposed

technology platforms. A particular

focus was placed on the firms’ ability

to deliver a high-quality, scalable audit

in the context of ASOS’ size, pace

and evolving control environment.

On 30 July 2025, it was announced that

the Board had approved the appointment

of KPMG as statutory auditor for

the year ending 29 August 2027. The

appointment is subject to the approval

by shareholders at the FY26 Annual

General Meeting. A plan will be put in

place during FY26 to enable a smooth

transition. Going forward, the Committee

anticipates that the audit will be put out

to tender at least every ten years.

External Auditor independence,

objectivity and effectiveness

PwC has reported to the Committee

that, in its professional judgement,

it is independent within the meaning

of regulatory and professional

requirements and the objectivity

of the audit engagement partner

and audit staff is not impaired.

The Committee evaluated the External

Auditor’s independence and objectivity

by reviewing factors such as audit

tenure, non-audit fees, and the overall

relationship and the auditor’s self-

assessment of its independence.

The Committee is satisfied that PwC

maintains the necessary independence

to ensure that the integrity and the

objectivity of the audit is safeguarded.

Neil Grimes has been the Company’s audit

partner since FY22, and is considered by the

Committee to have a good understanding

of the Group and acts with integrity.

The Committee confirms that the

Company is in compliance with the

requirements of the Statutory Audit

Services for Large Companies Market

Investigation (Mandatory Use of

Competitive Tender Processes and Audit

Responsibilities) Order 2014 for FY25.

The Committee oversees the relationship

with the External Auditor and reviews audit

effectiveness. The audit scope, approach,

materiality and areas of focus are agreed

well in advance of the audit to align on

expectations and timeframes.

A feedback session is held following each

audit to discuss what went well and to

identify areas for continuous improvement

to feed into the next audit planning process.

The Committee assesses audit

effectiveness through review of

the quality of the audit reports and

ancillary documents provided by the

auditors, consideration to the opinions

of the CFO and his senior finance

team and through collective views of

the audit partner and his team.

The Committee holds private sessions

with PwC without management present

to discuss feedback from the audit. The

Committee ensures that the External

Auditor has challenged management

and received the access it required

to conduct an effective audit, and in a

timely manner. If PwC has any concerns

about access to information, or the

information received, it would be reported

to the Committee in order for the

Committee to fulfil its responsibilities.

ASOS Plc Annual Report and Accounts 2025

The Committee Chair regularly meets with

the audit partner privately and he is

authorised to contact the Committee

Chair at any time if he wishes to raise any

matters of concern.

Based on this collective analysis, the

Committee is satisfied that PwC had

applied appropriate and robust focus and

challenge throughout the audit.

Non-audit services provided by the

External Auditor

Before commissioning non-audit services,

the Committee must ensure that there is

no issue as regards to independence and

objectivity and other potential providers

are adequately considered.

Any non-audit services provided must be in

accordance with the Group’s Non-Audit

Services Policy (“Policy”), which states that:

 the CFO has pre-approved authority to

commission the External Auditor to

undertake non-audit work for a specific

project expected to be less than £50,000;

 non-audit services expected to be

between £50,000 and £250,000 must be

approved by the Committee Chair; and

 non-audit services expected to be over

£250,000 must be approved by the

Committee Chair and one other

Committee member before being

carried out.

PwC may only provide such services if

the service does not conflict with their

statutory responsibilities and ethical

guidance. When reviewing requests

for permitted non-audit services,

consideration is given to whether the

skills and experience make the External

Auditor the most suitable supplier of the

non-audit service, taking into account

independence or objectivity, and the fee

to be incurred for non-audit services, both

for individual non-audit services and in

aggregate, relative to the Group audit fee.

The fees paid to PwC for the financial year

to 31 August 2025 were £1.5m (2024:

£2.6m). This included £1.3m for External

Audit services. The Committee reviewed

and discussed the fee proposal and was

engaged in agreeing the audit scope.

In FY25, PwC provided non-audit services

of £0.2m (2024: £0.2m) for its work on the

half-year review of our interim results. The

total fees for non-audit services

represented 15% of the Group audit fee

payable to PwC during the period.

The Committee agreed that the non-audit

services provided during the financial

period should be provided by PwC due to

their in-depth knowledge of the business

and is therefore an efficient means of

receiving non-audit services.

In line with the Policy, the Committee

reviewed the level of non-audit fees

incurred during the year. As required by

the Policy and the FRC’s Revised Ethical

Standard (2019) (“Ethical Standard”), the

Committee assessed whether the fees for

permitted non-audit services breached

the cap of 70% of the average statutory

audit fee over the preceding three

financial years, and confirmed that this

cap was not exceeded in FY25.

The Committee will continue to keep the

level of non-audit fees relative to audit

fees under review to ensure we meet the

requirements of the Ethical Standard.

Employment of former External

Auditors

Any employment of former employees of

External Auditors would be considered

on a case-by-case basis and would take

into account the Auditing Practices

Board’s Ethical Standards on such

appointments. Any such appointments

would require approval from the CFO,

the Committee or the Board depending

on the seniority of the appointment.

Internal Audit

Our Internal Audit team supports the

Board and Committee by providing

independent assurance over the adequacy

and effectiveness of the Group’s risk

management and internal control

framework. The Committee reviews and

approves the Internal Audit Plan for each

financial year and monitors progress

against it in each meeting. The plan is

based on Internal Audit’s assessment of

the Group’s key financial, operational,

compliance and technological risks to its

continuing operations and the success

of its strategy. During the year, the

Committee reviewed and approved

changes to the plan to ensure this

remained aligned to the Group’s strategic

priorities, changes in the Group’s risk

profile and evolving business activities.

The internal audits completed for

FY25 were:

a) CMA Undertaking – Reporting

Assurance;

b) Factory Audit Programme;

c) Cyber Controls – Incident Management;

d) Treasury Key Controls – Follow Up;

e) Tech Infrastructure Outsourcing;

f) Key VAT Controls;

g) Project Governance & Oversight

Controls;

h) Purchasing Strategy Controls;

i) Influencer Risk Management;

j) Health & Safety Programme Design;

and

k) IT General Controls Programme.

Reports outlining findings on risk

management, together with control gaps

and agreed remediation actions, were

shared with the relevant Management

Committee member following each internal

audit. Management Committee members

and other Senior Leaders are accountable

for timely completion of any actions.

Full reports were also shared with the

Committee Chair and key members of

the Management Committee including

the CEO, CFO and General Counsel

and Company Secretary. Summaries

of the latest reports published and

the results of monitoring action

closure are shared with all Committee

members in quarterly meetings.

During the period the Committee reviewed

the effectiveness of the Internal Audit

team with reference to their annual

self-assessment, actions from ongoing

continual improvement processes and any

feedback provided by Senior Leaders and

Committee members. The Committee

considers that the Internal Audit team

remains effective and has appropriate

levels of quality, experience and expertise.

Risk management and internal

controls

The Committee is responsible for the

ongoing review of the Group’s risk

management and internal controls

framework, including for matters relating

to financial reporting, such as for the:

 identification, assessment, management

and mitigation of the Group’s principal

and emerging risks;

 oversight of the preparation of the

Group’s accounts;

 monitoring of the implementation of key

Group policies; and

 oversight of the investigation of

whistleblowing matters.

The Committee regularly reviews and

assesses business risks, reviews assurance

over related internal controls and

considers how these risks may affect the

achievement of strategy and the Group’s

external reporting. This included

overseeing and participating in a refresh

of our Principal and Group risks in H2 FY25.

Management Committee members and

other Senior Leaders are responsible

for the day-to-day implementation of

internal controls for managing risks

and for ensuring sufficient assurance

is obtained over the effectiveness of

controls. The Group’s risk management

process is sponsored by the CFO and

co-ordinated with support of the Head

of Internal Audit & Risk, to maintain the

right level of control throughout the

Group aligned to risk appetite. Further

details on the Group’s risk management

approach are provided on pages 52 to 55.

ASOS Plc Annual Report and Accounts 2025

Key elements of the Group’s internal

controls framework in relation to

risk management and financial

reporting include:

 Established organisational structures

and reporting lines to provide clarity of

accountability and responsibility for

decision making, facilitate effective

governance and enable effective

decision making. Further details on

governance structures are provided on

pages 52 to 53, 76 and 93.

 The ACP which was established in FY24

to design, implement and embed a

comprehensive controls framework

aimed at enhancing the Group’s

control environment.

 Key policies, procedures and guidelines

that underpin the Group’s financial,

operational and compliance activities

such as our Delegation of Authority,

Whistleblowing, Anti-Bribery and

Corruption, Anti-Facilitation of Tax

Evasion, and Anti-Fraud. The Committee

also reviews a quarterly summary of

whistleblowing reports and outcomes.

 Standards, processes, controls and

frameworks to embed and ensure

compliance with requirements, and to

manage key risks.

 Compliance monitoring activities such

as those through central functions

including Finance, Risk Management,

Legal, Compliance, People Experience,

Technology, Data Privacy, Tax, Treasury,

Company Secretarial, Health and Safety

and Security.

 Ongoing Committee review of the scope

and results of the Internal Audit team’s

work across the Group and monitoring

of management’s implementation of

related remedial actions.

 Regular discussion of the Group’s

principal and emerging risks, including

changes to risk exposures during the

period, and changes to mitigating

controls and actions.

 Robust budgeting and forecasting

processes including Board discussion

and approval of strategy, objectives,

annual planning processes and budgets.

 Regular monitoring of developments and

changes in accounting standards, other

requirements including best practices in

financial reporting and reflecting these

in the Group’s financial statements

where appropriate. These include

recommendations from the External

Auditor and the FRC.

 The Committee and the Board review

the draft Annual Report and Accounts

and receive reports from management

and the External Auditor on significant

accounting judgements and estimates,

changes in accounting policies and any

other significant matters relating to the

Group’s financial reporting.

Based on the work undertaken during

the year, the Committee reviewed

the effectiveness of the Group’s risk

management and internal control

systems and the assurance received

from management, Internal Audit

and other assurance providers.

The Committee concluded that it

had received sufficient information

to support the Board’s confirmation

that it has monitored and reviewed

the effectiveness of these systems

during the year and up to the date of

approval of the financial statements.

Areas for further strengthening were

identified through the ASOS Controls

Programme and Internal Audit and

Risk Management activities, and the

Committee will continue to oversee

management’s progress in addressing

these as part of the ongoing enhancement

of the control environment.

Our business Risk Registers are formally

reviewed every six months to ensure

that all existing risks are captured and

their potential likelihood and impact are

understood. The process also identifies

mitigating factors, controls and any

further actions needed to manage

the risks and considers emerging risks

that require monitoring. Progress with

mitigation and key themes identified are

reported to responsible Management

Committee members. The reviews also

feed into a robust assessment of the

Group’s Principal and emerging risks

by the Management Committee, the

Audit Committee and the Board.

Whistleblowing

The Whistleblowing Policy, which was

reviewed and reapproved by the

Committee during the period, outlines

how concerns about suspected

wrongdoing (financial or otherwise)

can be reported. The Group uses an

independent, anonymous whistleblowing

tool (Spot) as one route to collect reports.

Employees can raise their concerns or

issues they suspect via the portal or

by directly contacting one of the six

nominated Whistleblowing Officers.

Any matters reported are investigated by

a Whistleblowing Officer and escalated to

the Committee as appropriate and guided

by the Whistleblowing Policy. Reporting

on the nature and, where appropriate,

content of reports received during the

quarter are provided to the Committee at

each meeting alongside updates on related

Group training and communications.

Cyber security

The Committee receives quarterly

updates from the Cyber Security

Leadership Team on emerging cyber

threats, risk and security incidents and

progress against the security strategy,

including management KPIs.

Anti-bribery and corruption

The Group has a zero-tolerance

approach to bribery and corruption and

is committed to conducting business in an

ethical and honest manner. All ASOSers

are expected to act professionally, fairly

and with integrity in all business dealings

and relationships in all parts of the world.

Anti-bribery and corruption training is

provided to new starters and refreshed

annually. This ensures all ASOSers

are aware of their responsibilities

and forms part of the wider systems

and controls we have implemented

and enforce to prevent bribery.

Audit Committee Report cont.

ASOS Plc Annual Report and Accounts 2025

Sustainability Committee Report

Sustainability

Committee Report

Anna Maria Rugarli

Committee Chair

Members

Wei Gao

Marie Gulin-Merle

José Manuel Martínez Gutiérrez

Nick Robertson

Terms of Reference

The full Terms of Reference for the

Sustainability Committee are available

on our website, asosplc.com.

Read more detail on the

Sustainability Committee’s

attendance at meetings

See table on page 77.

Committee responsibilities

The Committee’s principal

responsibilities are to:

 Provide input and guidance to the

Company’s Fashion with Integrity

(FWI) strategy including related targets

and KPIs.

 Provide oversight of the execution of the

FWI strategy and monitor progress

against its targets and KPIs, including

risk management.

 Provide oversight of the key policies and

programmes required to implement the

FWI strategy.

 Provide advice and direction to

the Company’s management on

implementation of the FWI strategy,

the opportunities and risks to the

Company’s operations and reputation.

 Monitor how the Company’s FWI

strategy is communicated to all

stakeholders, and how it is received.

 Monitor changes to the sustainability

regulatory landscape and oversee

how the Company is preparing to

meet requirements.

 Review the practices and initiatives of

the Group relating to sustainability

matters to ensure they remain effective.

 Have oversight of the Company’s

Modern Slavery Statement.

 Offer recommendations to the ASOS Plc

Remuneration Committee on

sustainability-specific targets for

executive remuneration packages.

 Monitor the internal and external

performance of the ASOS Foundation

and its partnerships.

Dear shareholder,

I am pleased to present the Sustainability

Committee Report for the year ended

31 August 2025.

Our approach to

sustainability

The ASOS Plc Board of Directors

holds accountability for the long-term

success of the Group and oversight of

all risks and opportunities. The Board

has delegated oversight of certain

environmental and social sustainability

matters to the Sustainability Committee

(“Committee”) and receives updates

from the Committee Chair following each

meeting. The Committee comprises an

Independent Non-executive Director

Chair, three further Independent

Non-executive Directors, and a Non-

Independent Non-executive Director.

Fashion with Integrity (FWI) strategy

At the beginning of FY25 the Committee

recommended the approval of a revised

FWI strategy, which was subsequently

approved by the Board, and I was

pleased to publish our updated FWI

strategy alongside our FY24 Annual

Report last year. On pages 18 to 36, we

have reported our progress for FY25

against the targets and commitments

set out in our FWI strategy. Progress

has varied across different areas, with

some showing significant advancement

and others progressing more slowly.

FY25 marked a year of strategic

consolidation and governance strengthening

across ASOS’ FWI strategy. The successful

revalidation of ASOS’ carbon targets by

the Science Based Targets initiative (SBTi)

was a critical milestone, reinforcing the

Company’s long-term commitment to

decarbonisation. This process triggered

an update of our carbon targets, following

feedback from SBTi, to align with latest

best practice. More information on the

revised targets, and our progress against

these, can be found on pages 26 to 27.

The Committee also welcomed further

progress in supply chain due diligence,

including the roll-out of a comprehensive

Human Rights Due Diligence framework.

ASOS Plc Annual Report and Accounts 2025

The ongoing work in relation to ASOS’

first double materiality assessment

will strengthen the foundation for

future strategic decision making. This

assessment clarifies the environmental

and social impacts of ASOS’ activities

alongside financial risks and opportunities,

helping to prioritise areas of focus and

align with regulatory expectations.

The consolidation of multiple policies into

an updated Code of Conduct

strengthened governance, ensuring

clearer expectations for suppliers and

partner brands. These actions reflect

maturing sustainability governance and

position ASOS to respond effectively to

evolving stakeholder demands and

legislative requirements.

As a Committee, we offer strategic

guidance to the FWI team regarding

the execution of the FWI strategy, while

constructively addressing areas where

progress does not align with expectations.

Such challenges are to be expected, and

we are encouraged by the significant

advancements achieved during FY25.

We will continue to report on our

progress annually, providing context

regarding challenges encountered and

lessons learned.

Climate-related risks and

opportunities

The Sustainability Committee oversees

the management of climate-related risks

and opportunities by engaging regularly

with the Management Committee and FWI

teams. This includes monitoring ASOS’

progress against its carbon targets,

reviewing climate-related risks within the

enterprise risk framework, and ensuring

alignment with evolving regulatory and

stakeholder expectations. The Committee

provides strategic guidance to ensure

climate considerations are embedded into

decision making and long-term planning.

Where appropriate, issues are escalated

to the Audit Committee, particularly

where they intersect with corporate

governance, risk assurance or compliance.

This structured governance pathway

ensures that climate-related risks and

sustainability issues are addressed with

rigour, transparency and accountability

across all levels of the organisation.

Horizon scanning

A critical aspect of updating the FWI

strategy involved a review of forthcoming

sustainability legislation to position

ASOS for compliance with emerging

requirements. During the year, in parallel

to our Board Strategy Day and Board

meetings, the Board participated in

training focused on impending legislative

changes and discussed our strategies

for organisational readiness.

The Committee receives regular updates

on upcoming sustainability legislation and

its potential effects on ASOS, ensuring we

stay prepared for changes.

Competition and Markets Authority

Following the closure of the Competition

and Markets Authority (CMA) investigation

in March 2024, ASOS continues to engage

proactively with the CMA in support of the

Green Claims Code. We remain committed

to ensuring that all environmental claims

made about our products are clear,

accurate and substantiated.

ASOS Foundation

Nick Robertson, Non-executive

Director and Chair of the ASOS

Foundation, delivers regular briefings

to the Committee regarding the

Foundation’s initiatives in supporting

communities served through the ASOS

Foundation’s charity partnerships. He

also provides fundraising performance

updates for ongoing monitoring.

ASOS Long-Term Incentive Scheme

The FY23 ASOS Long-Term Incentive

Scheme awards, with a normal vesting

date of 31 October 2025, included a

performance measure in relation to

progress against the FWI strategy

set in FY22, representing 15% of the

maximum vesting. Following an update to

our FWI strategy at the start of FY25,

the Committee evaluated performance

relative to the revised strategy. Based on

the considerable progress made against

the targets and commitments of our

FWI strategy in FY25 the Committee

recommended to the Remuneration

Committee that 10.2% of a maximum

15% vest. See page 95 for more details.

Committee evaluation

Overall the Committee was thought

to be well constructed and effective in

overseeing the implementation of the FWI

strategy. Now that our updated FWI

strategy has been in place since early

FY25, going forward there will be greater

focus on how ESG practices and our FWI

strategy are embedded into the business.

Further training will be provided to the

Committee in FY26 given the evolving

sustainability regulatory landscape.

Key focus for year ahead

The Committee’s focus for FY26

will be continued assessment and

monitoring of performance against

the targets and goals in our FWI

strategy. We will keep abreast of the

changes to legislation to ensure we

are prepared for upcoming changes to

laws and regulations in this area. I look

forward to updating our stakeholders

on progress made against our FWI

strategy in next year’s Annual Report.

Anna Maria Rugarli

Sustainability Committee Chair

21 November 2025

Throughout FY25 the Committee shaped and provided guidance on the Company’s FWI strategy and related activities through our

sustainability governance framework set out below:

Sustainability Committee

Management Committee

Holds day-to-day responsibility for the management of sustainability (including climate-related) risks and opportunities

Product*

Resource use

Chemical compliance & wastewater management

Environmental due diligence

Planet*

Climate change

Nature

People*

Human rights

Diversity, Equity & Inclusion

FWI Working Groups

Cross-functional groups responsible for delivering and supporting operational delivery in sustainability-related areas - risk, operations and reporting

FWI Steering Committee

Cross-functional management team responsible for providing oversight for

all FWI activities including monitoring the implementation and maintenance

of appropriate environmental and social controls.

Governance Working Group

Cross-functional management team responsible for providing oversight for

all governance and compliance, including monitoring the implementation and

maintenance of appropriate environmental and social controls.

* The three pillars are set out in our FWI strategy – see pages 18 to 36.

ASOS Plc Annual Report and Accounts 2025

Remuneration

Committee Report

Christine Cross

Committee Chair

Members

Marie Gulin-Merle

Natasja Laheij

José Manuel Martínez Gutiérrez

Terms of Reference

The full Terms of Reference for

the Remuneration Committee are

available on our website, asosplc.com.

Read more detail on the

Remuneration Committee’s

attendance at meetings

See table on page 77.

Committee responsibilities

The Committee’s principal

responsibilities are to:

 Determine and recommend to the Board

the Group’s overall Remuneration Policy

and monitor the ongoing effectiveness

of that Policy.

 Determine and recommend to the Board

the remuneration of Executive Directors,

the Chair and the other members of the

Management Committee.

 Monitor, review and approve the levels

and structure of remuneration for other

Senior Leaders and employees.

 Determine the headline targets for

any performance-related bonus or

pay schemes.

 Determine specific targets and

objectives for any performance-related

bonus or pay schemes for the Executive

Directors and the other members of the

Management Committee.

 Review and approve any material

termination payment.

 Review how employee incentives support

the Company’s culture, values and

desired behaviours.

 Ensure effective engagement with the

Company’s stakeholders in relation to

remuneration policies and practices.

 Review the Company’s retirement

benefit schemes.

Dear shareholder,

On behalf of the Board, I am pleased to

present the Remuneration Committee’s

report for the year to 31 August 2025.

This report should be read in conjunction

with the compliance report on page

76, which shows how the Company

has complied with the UK Corporate

Governance Code (the “Code”) 2018.

Directors’ Remuneration Policy

In reviewing the Directors’ Remuneration

Policy (the “Policy”), we considered a

range of approaches and concluded

that, for FY25, our ASOS Long-Term

Incentive Scheme (ALTIS) should

be replaced with a more geared

incentive to further align Executive

Directors and Senior Leaders with the

Company’s ambitious growth plans.

The introduction of a Value Creation Plan

(VCP) was proposed to incentivise our

Senior Leaders to deliver exceptional

value for shareholders through

substantial growth in the Company’s

share price. The Committee firmly

believes that an incentive structure

linked to significant share price growth

and long-term value creation is right

for us at this time. I thank the members

of the Remuneration Committee and

our shareholders for endorsing this

plan, and FIT Remuneration Consultants

LLP for its advice with respect to the

design and implementation of the VCP.

We were delighted that the new VCP was

approved by shareholders at a General

Meeting of the Company held on 20 August

2024 with 91.82% voting in favour of a

change to our Policy to allow for the VCP

and to make minor updates to the malus

and clawback provisions.

VCP Awards were subsequently granted to

our Executive Directors and Senior

Leaders in FY25.

Remuneration Committee Report

ASOS Plc Annual Report and Accounts 2025

Further information on the VCP and

associated updates to the Policy and our

share scheme rules can be found in the

Notice of General Meeting dated

20 August 2024, which is available to

download on asosplc.com/investors.

Activities during the period and up

to the date of this report:

 Reviewed and approved the outcomes of

the FY25 annual bonus and the FY23

three-year ASOS-Long Term Incentive

Scheme (ALTIS) awards for Executive

Directors and Senior Management.

 Reviewed and approved Executive

Director and other Senior Leader pay,

benefits and pension during FY25, in the

context of their performance, Company

performance, stakeholder and

shareholder experiences.

 Set performance measures for the FY26

annual bonus for Executive Directors

and Senior Management, in line with

our Policy.

 Reviewed and approved changes to

the structure of incentives below

Board level.

 Considered the relationship between

executive pay and wider workforce pay,

and reviewed gender and ethnicity pay

gap data.

 Considered corporate governance

developments and market practice

relating to executive and wider

workforce pay.

 Set the remuneration package for Aaron

Izzard on his appointment as Chief

Financial Officer (CFO).

 Agreed Dave Murray’s remuneration

arrangements on leaving the Company.

 Approved Natasja Laheij’s remuneration

as Chair of the Board, which will take

effect upon her appointment as Chair

following release of FY25 results.

 Engaged with employee representatives

on executive pay and pay across the

wider workforce.

Board changes

Aaron Izzard was appointed as Executive

Director and CFO of the Company on

1 July 2025, succeeding Dave Murray

who stepped down from the Board on

30 June 2025. Prior to his appointment

on the Board, Aaron held the position

as Director of Group Finance.

Aaron Izzard’s remuneration structure

upon appointment was:

Base salary £350,000

Pension and

benefits

5% of base salary in line

with the rate of pension

available to the wider

workforce

Benefits

allowance

£12,500 plus other

benefits, including private

medical insurance and life

assurance

Annual bonus Maximum of

150% of salary

ownership

guideline

200% of base salary

The Committee set the CFO’s package,

taking into consideration his skills and

experience, the role responsibilities as CFO

of a company of ASOS’ size and global

reach, internal and external relativities and

the package of the previous incumbent.

The base salary will be kept under review

and assessed against market benchmarks.

On 1 July 2025, Aaron Izzard was granted a

VCP award of 5%, to bring his total VCP

award more in line with the policy for

Executive Directors. See page 102 for

further information.

Dave Murray stepped down from his role as

Executive Director and CFO on 30 June

2025 and remained employed with the

Company until 30 September 2025 to

ensure an orderly handover period.

In determining Dave Murray’s

remuneration arrangements on departure,

the Committee followed the approach

set out in the existing Remuneration Policy

which is aligned to UK good practice

and he was treated as a good leaver for

the purpose of his outstanding long-

term incentives. Full details of Dave

Murray’s remuneration arrangements on

departure are disclosed on page 103.

Following a recommendation by the

Nomination Committee that Natasja

Laheij be appointed as Chair when Jørgen

Lindemann steps down from the Board

upon release of the Company’s results, the

Committee approved the future Chair’s

remuneration. The Chair’s remuneration

will be £300,000 per annum, inclusive of

chairing the Nomination Committee.

William Barker was appointed Deputy

Chair with effect from 31 July 2025 and

continues to waive any Board fees.

Remuneration outcomes for the

period ended 31 August 2025

Below sets out the performance outcomes

of our FY25 annual bonus and FY23 ALTIS.

FY25 annual bonus

The measures for the annual bonus

for FY25 were based on 75% Financial,

adjusted earnings before interest, tax,

depreciation, amortisation (AEBITDA)

less FY25 capital expenditure (capex)

and leases; and 25% Strategic (average

stock cover, adjusted gross margin and

adjusted cost to serve – each with an

equal 33% weighting). Definitions of

the adjusted items are provided in the

Alternative Performance Measures

(APMs) section within the financial

statements on pages 175 to 178.

Whilst the business has made significant

progress throughout FY25 and the

mechanical outcome of the scheme

would have resulted in an annual bonus

achievement of 4.56% of base salary

(representing 3.04% of the potential

maximum opportunity) for the Executive

Directors, the Committee exercised its

discretion and determined that no bonus

would be payable to them for FY25.

Further details can be found on page 101.

FY23 ALTIS

The FY23 ALTIS, with an ordinary vesting

date of 31 October 2025, was based on

Revenue Growth (30%), EPS Growth (30%),

Relative TSR (25%) and ESG (15%) over

the three-year period to 31 August 2025.

The Sustainability Committee reviewed

progress against the ESG targets

originally established under the FY23

ALTIS. In view of the significant changes to

the operating environment and regulatory

landscape, ASOS’ Fashion with Integrity

(FWI) strategy was updated in FY25, as

reported in last year’s Annual Report.

Therefore progress was assessed against

the revised FY25 FWI strategy and its

associated targets and commitments.

Reflecting the progress made, following

recommendation from the Sustainability

Committee, the Remuneration Committee

resolved to approve an ESG vesting level of

10.2% out of a maximum 15%. There was nil

vesting for Revenue Growth, EPS Growth

and Relative TSR. As such, the overall

vesting level for the FY23 ALTIS was 10.2%.

ASOS Plc Annual Report and Accounts 2025

VCP granted in the year ended

31 August 2025

As reported last year, a new Value

Creation Plan (VCP) was approved by

shareholders at a General Meeting of

the Company on 20 August 2024. Under

the VCP, the Committee may grant an

eligible employee a right (“Award”) to

receive a proportion of a pool of value

that will be created if certain growth

targets are achieved (“Pool”), which will

be equal to 5.5% of the growth in value

of the Company above a reference

threshold value of £6.70 per share

(“Threshold Value”). The VCP is a highly

geared one-off incentive arrangement

over the period comprising FY25 to

FY30. Participants under the VCP will

not receive further ALTIS performance

share awards for the life of the Policy with

the next grant of ALTIS (if any) to Senior

Leaders anticipated to be in 2027 (i.e.

after three years). The VCP is designed

to reward these Senior Leaders for

their contribution to the growth in value

of the Company. The plan is designed

to have no value unless management

delivers significant outperformance

and value for stakeholders.

On 11 November 2024, José Antonio

Ramos Calamonte was granted

an Executive Award equivalent to

a 15% allocation of the Pool.

Dave Murray was also granted an

Executive Award on the same date,

equivalent to 8% of the Pool. This award

was pro-rated to 2.3% upon his departure

from the Board on 30 June 2025 and

vested on the same date. The award is

exercisable for a period of six months and

will only deliver value to him if the share

price exceeds the 90-day average

threshold of £6.70 within that period.

Upon appointment as CFO on 1 July 2025,

Aaron Izzard was granted an Executive

Award representing an additional 5%

Pool allocation. This is in addition to the

Employee Award granted to him on

11 November 2024 relating to his position

as Director of Group Finance with a

participant allocation of 1% of the Pool.

Further details regarding both awards and

their terms can be found on page 102.

During the period, the Committee

reviewed the remuneration framework

for the population below Board. Below

Executive Director level and down to

Director population (c.40 individuals),

VCP awards were and will continue to be

granted with participants assigned varying

Remuneration Committee-approved

allocation percentages. For further

information on the VCP, see page 102.

Executive remuneration in FY26

Salary

When determining the salary increase for

our CEO and CFO, we considered the

below factors:

 Market benchmark data

 General experience and skills/expertise

of position holder

 Time in role

 Performance in role

 Company budget for salary review

 Company affordability

Based on the above factors, the

Committee reviewed the CEO’s salary and

determined to award a salary increase of

2%, effective 1 December 2025, slightly

below the average awarded across the

wider workforce. The CFO’s salary will be

increased to £400,000 effective

1 December 2025 to more closely align to

the market rate of the position.

Annual bonus

The maximum opportunity remains at

150% of base salary under the Policy. The

Committee reviewed the performance

measures and determined that for

FY26 the bonus would include a single

financial measure (weighting 50%):

Adjusted earnings before interest, tax,

depreciation, amortisation (AEBITDA)

less capital expenditure (capex) and

leases. The measure of performance has

been chosen as the most appropriate

proxy for operational cash, a key focus

for management in the year ahead.

The remaining 50% will be measured

against Gross Merchandise Value

(GMV) which takes into account the

net retail sales across our ASOS.com

business alongside TSTM.com, Partner

Fulfils and AFS channels. This strategic

measure was carefully chosen to

ensure that we align to our most critical

business priorities for FY26 which are

pivotal to continue to turn around the

business. GMV is formally defined in

the Financial highlights on page 04.

Financial and strategic performance

measures alone comprise the annual

bonus measures for our CEO and

CFO. In cascading performance

management measures throughout

the wider workforce, including our

Senior Leaders, personal objectives

will be added to the Group bonus.

Our focus on sustainability is paramount,

where our FWI Strategy shares our

long-term commitment across the

areas of Planet, Product and People.

Whilst these targets have longer-term

timelines for achievement, there is a

short-term focus in delivering change

through employee objectives via our

performance management process which

ties directly to individual bonus payout

for eligible ASOSers. Therefore, the

Remuneration Committee agreed that,

where relevant to the role, FY26 employee

objectives will include an element of ESG

metrics based on our FWI Strategy.

Wider workforce remuneration

Whilst not formally accredited, ASOS is

formally committed to being a Real Living

Wage employer and the Committee

receives updates from management

to ensure we continue to honour this

commitment. I held a dedicated session

with our employee engagement network,

the ASOS Voices Network, to discuss

executive pay and pay across the

wider workforce in relation to FY25,

including outlining the structure and

different elements of an Executive

Director’s remuneration package and

the Remuneration Policy for Executive

Directors. ASOSers were given the

opportunity to ask questions directly to

me and engaged in two-way dialogue.

Concluding remarks

The Committee and I are always

pleased to discuss our approach with

our shareholders and welcome your

feedback throughout the year. We

look forward to receiving your support

for the arrangements described in

this report at the upcoming AGM.

Christine Cross

Remuneration Committee Chair

21 November 2025

Remuneration Committee Report cont.

ASOS Plc Annual Report and Accounts 2025

Directors’ Remuneration Report

Summary of Remuneration Policy and Implementation in FY25

ASOS Plc was listed on the Main Market of the London Stock Exchange in February 2022 and submitted a Remuneration Policy (the

“Policy”) for binding shareholder approval for the first time at the 2023 AGM. The Policy was subsequently amended in August 2024

to accommodate the introduction of a new Value Creation Plan and to make minor updates to the malus and clawback provisions. In

line with the regulations, the approved Policy for ASOS’ Executive and Non-executive Directors will operate for up to three years.

The purpose of the Policy is to attract, retain and motivate high-calibre, high-performing, engaged employees with the necessary skills to

implement and execute the Group’s strategy in order to create long-term value for shareholders. The Policy must reward people for their

contributions to the success of ASOS in a fair and responsible manner, over both the short and the long term.

The full Policy is available on the website at asosplc.com. The main elements of the Policy are also included below.

Main elements of the Directors’ Remuneration Policy table

Base salary

Purpose and

link to strategy Operation Maximum

Reflects an

individual’s

responsibilities,

experience and

performance in

their role.

Salaries are reviewed annually, with changes being

effective from 1 December. When determining

salary levels, the Committee takes into account

factors including:

 responsibilities, abilities, experience and performance

of an individual;

 the performance of the individual in the period since

the last review; and

 the Group’s salary and pay structures and general

workforce salary increases.

Periodically the Committee reviews market data for

FTSE-listed and other retail and internet/technology-

based companies to ensure salaries remain appropriate

in this context.

There is no defined maximum base salary. Executive

Directors’ salary increases will normally be in line with the

typical level of increase awarded to other employees.

Increases may be above this level in certain

circumstances, including:

 where a new Executive Director has been appointed to

the Board at a lower than typical market salary to allow

for growth in the role;

 where an Executive Director has been promoted or has

had a change in responsibilities;

 where there has been a significant change in market

practice; and

 Other exceptional circumstances.

Pension

Purpose and

link to strategy Operation Maximum

To contribute

financially post

retirement.

Defined contribution arrangement or salary

supplement.

Only base salary is pensionable. ASOS’ contribution

depends on the employee’s seniority and may be

matched to the level of contributions the employee

chooses to make.

Contribution aligned to the wider workforce, which is

currently 5% of base salary.

Other benefits

Purpose and

link to strategy Operation Maximum

To support the

personal health

and wellbeing of

employees. To

reflect and

support ASOS

culture.

A package of taxable benefits offered through our

flexible benefits scheme, ASOS Extras, which offers all

employees a fixed value depending upon their seniority,

and can be used either to buy a variety of benefits or be

taken in cash.

Other benefits include private medical insurance and life

assurance. Executive Directors currently receive a

flexible benefits allowance of £12,500 per annum

(though this may be increased as part of any review of

the employee benefits policy).

Reasonably incurred expenses will be reimbursed.

Where necessary any benefits or expenses may be

grossed up for taxes.

The Committee may introduce other benefits to

Executive Directors if this is considered appropriate

taking into account the individual’s circumstances, the

nature of the role and practice for the wider workforce.

Where an Executive Director is required to relocate

to perform their role, appropriate one-off or ongoing

benefits may be provided (such as housing, schooling etc).

There is no maximum level of benefits.

ASOS Plc Annual Report and Accounts 2025

Annual bonus

Purpose and

link to strategy Operation Maximum Measures

Provides a link

between

remuneration

and both

short-term

Group and

individual

performance.

Annual bonus

deferral

encourages the

delivery of

sustainable,

longer-term

performance

and strengthens

the alignment of

Executive

Directors with

shareholders’

interests.

The annual bonus is earned based on performance

against targets set by the Committee. Targets

are reviewed annually. Bonus payments are not

pensionable. The Committee will retain the

discretion to adjust bonus payouts if it considers

that the outcome does not reflect the underlying

performance of the business or participants

during the year, including the Company’s

performance against set metrics, or that the

payout is not appropriate in the context of

circumstances that were unexpected or

unforeseen when the targets were set.

Any annual bonus earned up to a value of 50% of

salary will be paid in cash. Any further bonus

earned above this value will normally be delivered

50% in cash and 50% in shares to be deferred

for three years.

Malus provisions apply to the unvested deferred

bonus shares. Clawback applies to vested

deferred bonus shares for a period of three

years from the date of award.

The Committee may decide to pay the entire

bonus in cash where the amount to be deferred

into shares would, in the opinion of the

Committee, be so small it is administratively

burdensome to apply deferral.

Maximum

annual bonus

opportunity

of 150% of

base salary.

The annual bonus is normally measured over a

financial year (FY) period and may be based on a

mix of financial, operational, strategic and

individual performance measures.

Normally at least 50% of the bonus will be based

on financial measures. The Committee

determines the exact metrics each year

depending on the key goals for the forthcoming

year. Up to 25% of the bonus is paid for

achieving a threshold level of performance and

the full bonus is paid for delivering stretching

levels of performance. Below threshold

performance, no payment is made. The

Committee sets bonus targets each year to

ensure they are appropriately stretching in the

context of the strategy.

Value Creation Plan (VCP)

Purpose and

link to strategy Operation Maximum Measures

Supports the

strategy and

business plan by

incentivising and

retaining the

ASOS Senior

Management

team in a way

that is aligned

with both ASOS’

long-term

financial

performance

and the interests

of shareholders.

Under the VCP, Executive Directors have the

opportunity to share in a pool (to be shared

amongst VCP participants) with a total

aggregate value equal to 5.5% of the growth in

the value of the Company above a reference

threshold value of £6.70 per share, being

approximately two times the ASOS share price

when the Committee initially considered the

design for the VCP.

Awards to Executive Directors will vest in two

equal tranches (each in respect of 50% of the

relevant individual’s allocation) on each of the

fourth and fifth anniversary of the date of the

2024 EGM.

Awards will be granted in the form of a nil-cost

option, where a participant can decide on

quarterly exercise dates to exercise their VCP

award and receive ordinary shares in the

Company using the prior average 90-day closing

share price at or shortly prior to such exercise.

Once the results for the financial year ending

31 August 2029 (FY29) become available, there

will also be a share price underpin if certain

Group free cash flow (FCF) targets are met:

The maximum

allocation that a

participant may

receive will be

limited to 15%

of the total

value of the

VCP pool.

There is no

maximum level

on the value of

the pool.

VCP awards may vest based on value created in

terms by reference to an increase in the ASOS

share price above the threshold value.

An underpin will also apply such that the pool will

be calculated using the higher of the share price

and the price derived by reference to the FCF

for FY29. See the table below.

FCF for FY29

Implied share price for purpose of

calculating value of the VCP pool

£135m £13.00

£180m £15.00

£215m £18.00

* Straight-line interpolation will apply between these points. For the avoidance of doubt, there are no additional points for FCF below £135m and above £215m. Malus and clawback provisions

apply to VCP awards.

Directors’ Remuneration Report cont.

ASOS Plc Annual Report and Accounts 2025

Share ownership guidelines

Purpose and

link to strategy Operation Maximum

Increases

alignment

between the

Board and

shareholders.

Shows a clear

commitment by

all Executive

Directors to

creating value

for shareholders

in the long term.

The shareholding guideline for Executive Directors is

200% of salary.

Under the guidelines Executive Directors are expected

to hold 50% of any shares acquired on vesting of the

VCP, ALTIS or the Deferred Bonus Plan, and any

subsequent share awards thereafter (net of tax), until

the expected shareholdings are achieved.

A post-employment shareholding guideline applies

whereby Executive Directors are expected to hold 100%

of their in-employment shareholding guideline for one year

following stepping down from the Board, reducing to 50%

of their in-employment shareholding guideline for the

second year following stepping down from the Board.

Where an Executive Director’s shareholding at the time

of their departure is below these limits, they will

normally be expected to hold their actual shareholding

for the time period above. This guideline only applies to

incentive awards granted from FY23 onwards.

Not applicable.

Implementation of the Policy for FY26:

The Policy is being implemented in FY26 as follows:

 Base salary: The CEO’s salary will increase by 2%, which is slightly below the average salary increase of the wider workforce, effective

1 December 2025. The CFO’s salary will be increased to £400,000 effective 1 December 2025 to more closely align to the market rate

of the position.

 Annual bonus: The annual bonus opportunity remains at 150% of salary. 50% of the bonus opportunity is linked to a single financial

measure weighting: AEBITDA less capital expenditure (capex) and leases. The remaining 50% is measured against a single strategic

target: GMV. The targets themselves are considered commercially sensitive and will be included in next year’s report.

 Pension and benefits: No material changes are envisaged.

 VCP: The awards as approved by shareholders at the meeting on 20 August 2024 were granted on 11 November 2024.

Voting at General Meeting

The table below sets out the voting outcome on the Directors’ Remuneration Report at the FY24 AGM held on 22 January 2025:

Votes for Votes against

Votes withheld

(abstentions)

Directors’ Remuneration Report 85,970,546 12,264,289 145,467

87.52% 12.48%

The table below sets out the voting outcome on the Director’s Remuneration Policy at the Company’s General Meeting held on 20 August 2024:

Votes for Votes against

Votes withheld

(abstentions)

Directors’ Remuneration Policy 62,589,667 5,581,166 12,558

91.81% 8.19%

Provision 40 disclosures

In developing our approach to remuneration, the Committee was mindful of Provision 40 of the UK Corporate Governance Code 2018.

The Committee considers that the Company’s executive remuneration framework addresses the following factors:

Clarity The Committee has provided clear disclosures regarding our Policy, its alignment to our purpose and strategy, and

the necessary performance requirements. The changes we made to the Policy in FY24 and our approach to

implementation for FY25 support the delivery of our strategy. We consulted with our shareholders on the proposed

VCP, which was subsequently approved, and provided clarity on the relationship between the successful

implementation of our strategy and executive remuneration.

Simplicity Our remuneration structures, including their rationale and operation, are simple to understand and familiar to

stakeholders.

Predictability Our Policy contains details of the range of opportunity levels available for each component of pay, including the

maximum opportunity level. Actual incentive outcomes vary depending on the level of performance achieved against

specific measures.

Proportionality The link between the annual bonus, ASOS’ VCP and the achievement of ASOS’ strategy and the long-term

performance of the Group is clearly defined. In particular, the VCP provides a clear and direct alignment with the

interests of our shareholders through the rewarding of absolute shareholder returns. The Committee retains

suitable discretion to ensure that outcomes do not reward poor performance.

Risk The Committee has satisfied itself that the remuneration arrangements do not encourage risk taking or other

behavioural risks. The Committee has the discretion to apply malus and clawback in certain circumstances, including

in the event of any behavioural risks.

Alignment to

culture

The Committee ensures that the performance measures for the annual bonus and the long-term incentive schemes’

design support the Group’s purpose, strategy and culture.

100

ASOS Plc Annual Report and Accounts 2025

Implementation of the Policy for FY25:

Details of how the Policy has been applied in the financial period to 31 August 2025 are set out on pages 100 to 108 below.

The Committee considers that the applicable Policy operated as intended in the period. Certain information within this section

has been audited and is highlighted as such.

Directors’ remuneration table (audited)

The remuneration of the Directors for the financial year to 31 August 2025 and the financial year to 1 September 2024 is set out

in the tables below. Numbers throughout the Directors’ remuneration report are subject to rounding.

Name

Base

salary Benefits

Pension

Total

fixed Bonus LTIP

Total

variable

Total

remuneration

José Antonio Ramos

Calamonte

2025 £742,478 £37,741 £37,975 £818,194 £0 £87,096 £87,096 £905,290

2024 £716,436 £43,636 £35,822 £795,894 £361,585 £14,132 £375,717 £1,171,611

Aaron Izzard 2025 £58,333 £2,842 £2,917 £64,092 £0 £3,953 £3,953 £68,045

2024 – – – – – – – –

Dave Murray 2025 £394,514 £16,584 £19,726 £430,824 £0 £0 £0 £430,824

2024 £163,233 £5,334 £8,162 £176,729 £82,384 £0 £82,384 £259,113

Total 2025 £1,195,325 £57,167 £60,618 £1,313,110 £0 £91,049 £91,049 £1,404,159

2024 £879,669 £48,970 £43,984 £972,623 £443,969 £14,132 £458,101 £1,430,724

Name Base fee

Additional

fee

Taxable

expenses Total Comments

Jørgen Lindemann 2025 £319,861 £0 £15,445 £335,306 Chair and Chair of Nomination Committee

(inclusive fee).

2024 £347,680 £0 £5,514 £353,194 Chair and Chair of Nomination Committee (inclusive

fee).

William Barker 2025 – – – – Deputy Chair and member of Nomination

Committee (fees waived).

2024 – – – – Member of Nomination Committee from 7 February

2024 (fees waived).

Christine Cross 2025 £56,074 £12,465 £4,058 £72,597 Remuneration Committee Chair and member of

the Audit Committee.

2024 £21,240 £4,722 £2,893 £28,855 Remuneration Committee Chair and member of the

Audit Committee with effect from 16 April 2024.

Wei Gao 2025 £56,074 £7,479 £43,303 £106,856 Member of Audit, Nomination and Sustainability

Committees.

2024 £55,857 £168,495 £31,100 £255,452 Member of Audit, Nomination and Sustainability

Committees.

Jose Manuel

Martínez Gutiérrez

2025 £56,074 £7,479 £14,134 £77,687 Member of Audit, Remuneration and Sustainability

Committees.

2024 £55,857 £6,392 £22,808 £85,057 Member of Audit and Sustainability Committees.

Member of Remuneration Committee with effect from

7 February 2024.

Natasja Laheij 2025 £56,074 £24,931 £2,667 £83,672 Audit Committee Chair, Senior Independent

Director and Member of Remuneration &

Nomination Committees.

2024 £55,857 £19,545 £0 £75,402 Audit Committee Chair and Member of Remuneration

Committee. SID and member of Nomination

Committee from 7 February 2024.

Marie Gulin-Merle 2025 £56,074 £4,986 £68,834 £129,894 Member of Remuneration and Sustainability

Committees.

2024 £55,857 £5,381 £52,060 £113,298 Member of Remuneration Committee including Interim

Chair from 7 February 2024 to 16 April 2024. Member

of Sustainability Committee from 7 February 2024.

Nick Robertson 2025 £56,074 £2,493 £0 £58,567 Member of Sustainability Committee.

2024 £55,857 £2,484 £0 £58,341 Member of Sustainability Committee.

Anna Maria Rugarli 2025 £56,074 £9,972 £51,850 £117,896 Sustainability Committee Chair.

2024 £55,857 £9,934 £12,759 £78,550 Sustainability Committee Chair.

Total 2025 £712,379 £69,805 £200,291 £982,475

2024 £704,062 £216,953 £127,134 £1,048,149

1 Executive Directors receive a flexible benefits allowance of £12,500 per annum, which can be used either to buy a variety of benefits or be taken in cash through our flexible benefits scheme,

ASOS Extras. Other benefits include private medical insurance, group income protection and life assurance.

2 José Antonio Ramos Calamonte and Dave Murray (during his time in office as Executive Director), each received a pension cash contribution of 5% of their salary, in line with the contribution

rate applied across the wider workforce. Aaron Izzard receives a 5% pension contribution (non-cash).

Directors’ Remuneration Report cont.

101

ASOS Plc Annual Report and Accounts 2025

3 For FY25, this includes the FY23 ALTIS award as detailed on page 102. The ESG performance target was partially met, resulting in a 10.2% programme vest. The calculation is based on a

share price of £3.1423, being the average share price for the last quarter of the financial year, from 2 June 2025 to 31 August 2025. No part of the gain is attributable to share price

appreciation. For 2024, José Antonio Ramos Calamonte received two award grants; one for his role as Chief Commercial Officer and the other when appointed Chief Executive Officer. The

2024 figures have been adjusted to reflect the share price of £3.3592 on 8 November 2024, the date the shares were released (previously reported as £15,216 for José Antonio Ramos

Calamonte).

4 Aaron Izzard was appointed as Chief Financial Officer (CFO) from 1 July 2025 with a base salary of £350,000 and a £12,500 flex allowance and 5% pension.

5 Dave Murray served on the Board from 29 April 2024 to 30 June 2025. He remained employed until 30 September 2025. His FY24 remuneration covers the period from 29 April 2024 to

1 September 2024, and the FY25 calculation relates to the period from 2 September 2024 to 30 June 2025.

6 The taxable expenses include travel and other expenses related to the Directors’ role and have been grossed up for tax, where applicable to those Directors who reside outside of the UK.

7 Jørgen Lindemann waived his fees with effect from 1 August 2025 until the point he steps down from the Board as a gesture of goodwill to the Company.

8 William Barker was appointed as Deputy Chair on 31 July 2025 and continues to waive his fees in full.

9 In FY24 Wei Gao received additional fees of £160,000 in addition to her Committee fees for additional services provided to the Company under her Non-executive Director Letter of

Appointment. The Board confirmed that the additional services provided did not impair Wei’s independence under the UK Corporate Governance Code.

10 Nick Robertson donated all of his base service fee and his additional fee to the ASOS Foundation.

Annual bonus for the period ended 31 August 2025 (audited)

The annual bonus plan for the year ended 31 August 2025 was based on the following performance measures:

Weighting

Threshold

(15%)

Target

(60%)

Maximum

(100%)

Performance

achieved Outcome

Financial measure 75%

AEBITDA, less capex

and leases £(27.5m) £(12.5m) £17.5m £(27.6m) –

Strategic measures 25%

Average stock cover (weeks) 19.1 17.1 15.2 18.1 36.53%

Adjusted gross margin 47.4% 47.9% 49.0% 47.1% –

LFL cost to serve

41.3% 40.8% 40.3% 41.6% –

Total of strategic measures 12.18%

Combined outcome before exercise of

discretion 3.04%

Combined outcome after exercise of

discretion 0%

1 These measures were adjusted to reflect the impact of changes in the business after the initial targets were set, including the mothballing of Atlanta, as agreed by the Committee.

The measures for the annual bonus for FY25 were based on 75% Financial, adjusted earnings before interest, tax, depreciation,

amortisation (AEBITDA) less FY25 capital expenditure (capex) and leases and 25% Strategic (average stock cover, adjusted gross margin

and adjusted cost to serve – each with an equal 33% weighting) measures. Whilst the business has made significant progress throughout

FY25 and the mechanical outcome of the scheme would have resulted in an annual bonus achievement of 4.56% of base salary

(representing 3.04% of the potential maximum opportunity) for the Executive Directors, the Committee exercised its discretion and

determined that no bonus would be payable to them for FY25.

FY23 ALTIS awards vesting for performance to 31 August 2025 (audited)

The ALTIS awards with a performance period ending on 31 August 2025 are due to vest on 31 October 2025. These awards were based on

Revenue Growth (30%), EPS Growth (30%), Relative TSR (25%) and ESG (15%) over the three-year period to 31 August 2025. The

performance targets and level of achievement against those targets were as follows:

Measures Weighting Targets Percentage vesting Actual achievement Vesting

Revenue Growth 30% Below 2.1% 0% (14.4%) 0%

2.1% 25%

Between 2.1% and 8% Between 25% and 100%

8% or above 100%

EPS Growth 30% Below 61.2p 0% (35.2)p 0%

61.2p 25%

Between 61.2p and 128.8p Between 25% and 100%

128.8p or above 100%

Relative TSR 25% Below median 0% Below median 0%

At median 25%

Between median and upper

quartile Between 25% and 100%

At or above upper quartile 100%

ESG 15% No progress 0%

Limited progress 25%

Progress Between 25% and 100% Considerable Progress 10.2%

All targets achieved 100%

Total 10.2%

1 Consistent with the approach taken in previous years, actual performance for the diluted EPS condition has been assessed using an adjusted loss before tax of £98.2m and an adjusted tax

rate. Reconciliations between statutory measures and their associated Alternative Performance Measures can be found on pages 175 to 178.

2 The Sustainability Committee reviewed progress against the ESG targets originally established under the FY23 ALTIS. In view of the significant changes to the operating environment and

regulatory landscape, ASOS’ Fashion with Integrity (FWI) Strategy was updated in FY25, as reported in last year’s Annual Report. The Committee therefore assessed progress against the

revised FY25 strategy and its associated targets and commitments. Reflecting the progress made, the Sustainability Committee recommended an ESG vesting level of 10.2% out of a

maximum 15%, which was approved by the Remuneration Committee.

102

ASOS Plc Annual Report and Accounts 2025

Details of vesting

Executive Director

Number of shares

granted

Number of shares

vesting¹ Date of vesting

Value of awards

vesting

José Antonio Ramos Calamonte 271,739 27,717 31.10.25 £87,096

Aaron Izzard 12,335 1,258 31.10.25 £3,953

1 Based on a share price of £3.1423, being the average share price for the last quarter of the financial year, from 2 June 2025 to 31 August 2025, as is normal practice.

2 Aaron Izzard was appointed Chief Financial Officer (CFO) on 1 July 2025. The ALTIS award scheduled to vest on 31 October 2025 relates to a grant made during his former position as

Director of Group Finance, prior to joining the Board.

Dave Murray had not joined the Company at the time the FY23 ALTIS award was granted.

Value Creation Plan awards granted in the year (audited)

As reported last year, a new Value Creation Plan (VCP) was approved by shareholders at a General Meeting of the Company on 20 August

2024. Under the VCP, the Committee may grant an eligible employee a right (“Award”) to receive a proportion of a pool of value that will

be created if certain growth targets are achieved (“Pool”), which will be equal to 5.5% of the growth in value of the Company above a

reference threshold value of £6.70 per share (“Threshold Value”).

During FY25, two types of Awards were granted in the form of nil-cost options as follows:

(i) Awards to Executive Directors “Executive Awards” which will vest in two equal tranches (each in respect of 50% of the Participant

Allocation) on each of the fourth and fifth anniversary of the date of the General Meeting.

(ii) Awards to other participants “Employee Awards” which will vest in three equal tranches (each in respect of one-third of the

Participant Allocation) on the third, fourth and fifth anniversaries of the date of the General Meeting.

Once vested, a participant can exercise their VCP award at quarterly exercise dates with the amount due calculated by reference to the

prior 90-day average share price, providing the Threshold Value has been met in that 90-day period, and with that monetary amount

converted into ordinary shares in the Company using the prior average three-day closing share price at or shortly prior to such exercise.

Therefore the number of shares granted and face value of the awards are not yet known.

Provided the Threshold Value is achieved in respect of exercises on or after 29 November 2029, an underpin will apply such that the

relevant Pool will be calculated using the higher of the average share price over the 90-days at or shortly prior to exercise and the price

derived by reference to the underlying free cash flow of the Group “FCF Underpin”. If the FCF Underpin is applied, the Committee will

calculate the value of the relevant Pool by reference to the Group Free Cash Flow (“Group adjusted EBITDA less maintenance capital

expenditure”) for the financial year ending 31 August 2029 provided the share price at exercise remains above £6.70, on the following basis:

Group free cash flow for FY29*

Implied share price for purpose of

calculating value of the Pool*

£135m £13.00

£180m £15.00

£215m £18.00

* Straight-line interpolation will apply between these points. For the avoidance of doubt, there are no additional points for the Group Free Cash Flow below £135m and above £215m.

Further information regarding the VCP is set out in the Notice of General Meeting dated 2 August 2024 which is available to view at

asosplc.com.

The table below sets out the VCP awards granted to Executive Directors during the year:

Executive Director

Date of

grant Type of plan Basis of award

Number of

granted

Face value of

award

% vesting for

threshold

performance

Vesting

date

José Antonio Ramos

Calamonte

11.11.24 Value Creation Plan 15% of the Pool n/a n/a n/a 20.08.28-

20.08.29

Dave Murray 11.11.24 Value Creation Plan 8% of the Pool n/a n/a n /a 20.08.28-

20.08.29

Aaron Izzard 11.11.24 Value Creation Plan 1% of the Pool n/a n/a n/a 20.08.27-

20.08.29

Aaron Izzard 01.07.25 Value Creation Plan 5% of the Pool n/a n/a n/a 20.08.28-

20.08.29

1 José Antonio Ramos Calamonte was granted an Executive Award.

2 Dave Murray was granted an Executive Award. The award was pro-rated to 2.3% based on his time in his role as CFO in the performance period. The award vested on 30 June 2025 and is

exercisable during a six-month period in accordance with the VCP scheme rules.

3 Aaron Izzard was granted an Employee Award on 11 November 2024 relating to his position as Director of Group Finance, with a participant allocation of 1% of the Pool.

4 Upon appointment as CFO on 1 July 2025, Aaron Izzard was granted an Executive Award with a participant allocation of an additional 5% of the Pool.

Directors’ Remuneration Report cont.

103

ASOS Plc Annual Report and Accounts 2025

ASOS Deferred Bonus Plan Grants

Executive Director

Date of

grant Type of plan Basis of award

Number of

granted

Face value of

award

% vesting for

threshold

performance Vesting date

José Antonio Ramos

Calamonte

06.12.24 Deferred Bonus Plan 50% of annual

bonus earned

459 £1,685 n/a 06.12.27

Dave Murray 06.12.24 Deferred Bonus Plan 50% of annual

bonus earned

105 £385 n/a 06.12.27

1 The grant price for the deferred bonus award refers to the 30-day average mid-market quotation of £3.6702. Awards are granted as conditional shares at nil cost.

2 Consistent with the Policy, the first 50% of bonus awarded to Executive Directors is delivered in cash. Any bonus amount exceeding 50% of base salary is paid equally, with 50% paid in cash

and 50% delivered in shares to be deferred for three years. For FY25, this resulted in a small deferred share award which was granted to the two Executive Directors on 6 December 2024

to the value of £1,685 for José Antonio Ramos Calamonte and £385 for Dave Murray under the terms of the Deferred Bonus Plan 2022 rules.

3 See payments for loss of office below.

ASOS Sharesave Plan

Executive Director

Date of

grant Type of plan Basis of award

Number of

granted

Face value of

award

% vesting for

threshold

performance Vesting date

José Antonio Ramos

Calamonte

06.12.24 Sharesave n /a 6,374 £24,655 n/a 01.01.28

- 30.06.28

Dave Murray 06.12.24 Sharesave n /a 6,374 £24,655 n /a 01.01.28

- 30.06.28

1 The exercise price for the Sharesave plan is £2.91. The face value of the award is calculated using the closing share price on the date of grant of £3.8680. Sharesave awards, consistent with

the legislation under which they operate, are not subject to performance conditions and are linked to continued savings under a three-year savings plan so the vesting date in the above

table relates to the period over which these are expected to be exercisable.

2 See payments for loss of office below.

Payments for loss of office

Dave Murray stepped down from his role as CFO on 30 June 2025, and remained employed with the Company until 30 September 2025

to ensure an orderly handover period.

Dave Murray’s remuneration arrangements on departure are in line with the leaver treatment set out in the Remuneration Policy and are

summarised as follows:

 Dave Murray received his usual salary, pension and benefits until 30 September 2025 and thereafter received an amount in lieu of his

salary for the balance of his 12-month notice period.

 The Committee resolved to treat Dave Murray as a good leaver for the purpose of his outstanding long-term incentives. His

outstanding FY24 ALTIS award, granted on 29 April 2024, was pro-rated based on time spent in his role as CFO and will vest subject to

the satisfaction of applicable performance conditions on the normal vesting date, 31 October 2026. Dave’s outstanding FY24 DBP

award, granted on 6 December 2024, was pro-rated and will vest on the normal vesting date. Dave’s VCP Executive Award granted on

11 November 2024 was pro-rated to 2.3% and vested on his departure from the Board on 30 June 2025. The award is exercisable

during a six-month period in accordance with the VCP scheme rules and will, therefore, only deliver value to him if the share price

exceeds an average 90-day value of £6.70 in that period.

 Dave Murray’s 2024 SAYE options were cancelled and his savings were returned to him.

 Dave Murray received an ex-gratia compensation amount of £70,000 in settlement of any potential claim he may have against the

Company and was eligible to have expenses paid on his behalf in relation to legal fees up to £3,000.

Details of payments and entitlements made to Dave Murray following his stepping down from the Board on 30 June 2025 and until he left

employment on 30 September 2025, are set out below:

Base salary £118,750

Pension £5,938

Benefits £29,636

Payment in lieu of notice period £356,250

Ex-gratia payment £70,000

Legal costs £3,000

Total £583,574

1 The benefits include a payment in lieu of 13.5 days of accrued holiday, which remained outstanding and were paid to Dave Murray upon termination. The total cost associated with the

accrued holiday is £25,655.

Date of grant

Number of shares

subject to award

Number of shares

pro-rated Vesting date

29.04.24 245,515 123,045 31 .10.26

06.12.24 105 20 06.12.27

1 Dave Murray’s FY24 ALTIS award, granted on 29 April 2024, was pro-rated based on time spent in his role as CFO and will vest subject to the satisfaction of applicable performance

conditions on the normal vesting date, 31 October 2026.

2 Dave Murray’s outstanding FY24 DBP award, granted on 6 December 2024, was pro-rated to 30 June 2025 and will vest on the normal vesting date.

There were no other payments made for loss of office during the year to 31 August 2025.

Payments to past Directors (audited)

Except as detailed above, no further payments were made to any former Directors during the year ended 31 August 2025.

104

ASOS Plc Annual Report and Accounts 2025

Directors’ interests in share plans (audited)

Director

option

scheme

Date of

grant

2 September

2024 (no. of

shares)

Granted

during the

year to 31

August

2025 (no.

of shares)

Lapsed

during the

year to 31

August

2025 (no.

of shares)

Vested

during the

year to 31

August

2025 (no.

of shares)

As at 31

August

2025 (no.

of shares)

Exercise

price

(pence)

Vest

date/

period

José Antonio Ramos

Calamonte

ALTIS 02.11.21 21,433 – 19,288 2,145 – 31.10.24

ALTIS 02.06.22 20,612 – 18,550 2,062 – 31.10.24

ALTIS 28.11.22 271,739 – – – 271,739 31.10.25

ALTIS 31.01.24 481,150 – – 481,150 31.10.26

Deferred

Bonus Plan

06.12.24 – 459 – – 459 06.12.27

SAYE 06.12.24 – 6,374 – – 6,374 291 01.01.28-

30.06.28

Dave Murray ALTIS 29.04.24 245,515 – 122,470 – 123,045 31.10.26

–

Deferred

Bonus Plan

06.12.24 – 105 85 – 20 06.12.27

SAYE 06.12.24 – 6,374 – – 6,374 291 01.01.28-

30.06.28

Aaron Izzard ALTIS 28.11.22 12,335 – – – 12,335 31.10.25

RSU 25.04.24 20,141 – – – 20,141 29.04.26

ALTIS 31.01.24 12,462 – – – 12,462 31.10.26

RSU 31.01.24 6,231 – – – 6,231 31.10.26

1 Conditional award of shares under the rules of the ASOS Long-Term Incentive Scheme (ALTIS). Performance conditions for those awards are set out in the relevant Directors’ Remuneration

Report for the year of grant.

2 On 6 December 2024, José Antonio Ramos Calamonte and Dave Murray were granted conditional share awards under the ASOS Plc Deferred Bonus Plan 2022 in accordance with the

Company’s Directors’ Remuneration Policy. The grant price for the deferred bonus award refers to the 30-day average mid-market quotation of £3.6702. Awards were granted as

conditional shares at nil cost

3 ASOS operates a Save As You Earn Scheme available to all UK employees. José Antonio Ramos Calamonte and Dave Murray participated in the ASOS Plc Sharesave Plan 2022 (“SAYE”).

Employees were invited to subscribe for options (“Options”) over the Company’s ordinary shares which were granted on 6 December 2024 at an exercise price of £2.91 in accordance with

the terms of the 2024 SAYE plan. This represents a discount of 20% from the average mid-market closing price for the Company’s ordinary shares on the three business days from

13 November 2024 to 15 November 2024, prior to the invitation made to all eligible employees on 18 November 2024. The awards are typically exercisable within six months following the

completion of the contract.

4 Dave Murray received a FY24 ALTIS grant partway through the performance period, pro-rated to his start date. See page 103 Payments for loss of office for further information on

updated status of awards.

5 Prior to his appointment to the Board as an Executive Director, on 25 April 2024 Aaron Izzard was granted a Restricted Stock Unit (RSU) Award in the form of a conditional award of shares

under the rules of the ASOS Long-Term Incentive Scheme. Vesting is subject to continued employment and satisfactory individual performance.

6 Aaron Izzard received a FY24 Restricted Stock Unit (RSU) Award in the form of a conditional award of shares under the rules of the ASOS Long-Term Incentive Scheme. Vesting is subject to

continued employment and satisfactory individual performance. In addition, Company performance conditions must be met requiring sustained strategic progress and profitability defined

as a positive Profit Before Tax in FY26.

The table detailing Directors’ interests in share plans excludes awards granted under the Value Creation Plan (VCP). Further information

regarding the VCP awards granted in FY25 to each Executive Director can be found on page 102.

Directors’ Remuneration Report cont.

105

ASOS Plc Annual Report and Accounts 2025

Directors’ shareholdings (audited)

The Directors who held office on 31 August 2025 had the following interests, including “Person Closely Associated” interests, in the shares of

ASOS Plc. A shareholding guideline is in place for the Executive Directors; this is 200% of salary. A post-employment shareholding guideline is

also in place, whereby normally the full in-employment guideline must be held for one year following stepping down from the Board, and half

the in-employment guideline for the second year following stepping down from the Board. The table below details the number of shares held

by each Executive Director and Non-executive Director who served on the Board during the year ending 31 August 2025:

Director

Beneficially

owned as at 31

August 2025

With

performance

conditions/

underpins

Without performance conditions

Shareholding

guideline met

Outstanding

awards as at

31 August

2025

(Performance

Share Plan/

Restricted

Stock Unit)

Outstanding

awards as at

31 August

2025

(Deferred

Bonus Plan)

Outstanding

awards as at

31 August

2025

(Restricted

Stock Unit)

Outstanding

awards as at

31 August

2025

(Sharesave)

José Antonio Ramos Calamonte 26,538 752,889 459 N /A 6,374 No

Aaron Izzard 5,809 31,028 N /A 20,141 N /A No

Jørgen Lindemann 130,052 N /A N/A N /A N /A

William Barker 18,390,264 N /A N/A N /A N /A

Christine Cross N /A N /A N /A N /A N /A

Wei Gao N /A N /A N /A N /A N /A

Jose Manuel Martínez Gutiérrez N /A N /A N /A N /A N /A

Marie Gulin-Merle N /A N /A N /A N /A N /A

Natasja Laheij N /A N /A N /A N /A N /A

Nicholas Robertson 2,636,025 N /A N /A N /A N /A

Anna Maria Rugarli N /A N /A N /A N /A N /A

1 Aaron Izzard was appointed as Chief Financial Officer on 1 July 2025.

2 William Barker is the founder and CEO of Camelot Capital Partners LLC (“Camelot Partners”) which, as at the date of this report, held 18,390,264 shares in the Company.

The table below details the number of shares held by Dave Murray, former Executive Director and CFO, who served on the Board up til

30 June 2025:

Former Director

Beneficially

owned as at

30 June 2025

With

performance

conditions

Without performance conditions

Shareholding

guideline met

Outstanding

awards as at

30 June 2025

(Performance

Share Plan)

Outstanding

awards as at

30 June 2025

(Deferred

Bonus Plan)

Outstanding

awards as at

30 June 2025

(Restricted

Stock Unit)

Outstanding

awards as at

30 June 2025

(Sharesave)

Dave Murray 5,800 123,045 20 – 6,374 No

1 Dave Murray stepped down from the Board on 30 June 2025.

2 Dave Murray’s Sharesave scheme lapsed following the termination of his employment on 30 September 2025.

The tables detailing Directors’ shareholdings excludes any potential interest under the Value Creation Plan (VCP) as it is not capable of

calculation. Further information regarding the VCP awards granted in FY25 to each Executive Director can be found on page 102.

There were no other changes to the Directors’ share interests between 2 September 2024 and 31 August 2025.

Pay gap reporting

Diversity continues to be a key area of focus for ASOS, where we published our most recent Gender and Ethnicity Pay Gap report in April

2025. Our UK gender pay gap is not a symptom of unequal pay for equal work amongst men and women, but reflects the fact that there

are more men than women in senior roles and more women than men in junior roles. We continue to work towards our FWI targets of

achieving 50% female and 15% ethnically diverse representation across our Senior Leadership Team by FY30. Over the past year, we’ve

made significant progress, where we are now at 47% female leadership representation and have surpassed our ethnically diverse target,

reaching 17%.

All our FWI reports and policies, including our Gender and Ethnicity Pay Gap report, can be found at asosplc.com/fashion-with-integrity/

reports-and-policies/.

Performance and CEO remuneration comparison

This graph shows the value, by 31 August 2025, of £100 invested in ASOS Plc on 31 August 2015 compared with that of £100 invested in the

FTSE All-Share Retailers Indices. These indices are relevant to the Company in terms of size and sector respectively, and between them

they show the Company’s performance against both the broader market and the retail sector. The other points plotted are the values at

the intervening financial period ends.

106

ASOS Plc Annual Report and Accounts 2025

Total Shareholder Return index (31 August 2015= 100)

100

150

200

250

Year to

31/08/2015

ASOS Plc

Year to

31/08/2016

Year to

31/08/2017

Year to

31/08/2018

Year to

31/08/2108019

Year to

31/08/2020

Year to

31/08/2020

Year to

31/08/2021

Year to

31/08/2022

Year to

03/09/2023

Year to

03/09/2024

Period to

31/08/2025

FTSE All Share Retailers

CEO remuneration history

The table below sets out the remuneration data for Directors undertaking the role of CEO during each of the past ten financial years.

Year

to 31

August

2016¹

Year

to 31

August

2017

Year

to 31

August

2018

Year

to 31

August

2019

Year

to 31

August

2020

Year

to 31

August

2021

Year

to 31

August

2022²

Year to 3

September

2023

Year to 1

September

2024

Year

to 31

August

2025

Total

remuneration

(£) 1,199,520 3,072,259 2,904,614 848,487 1,730,323 1,726,859 252,782 814,858 1,171,611 905,290

Annual

bonus % 70.0% 65.0% – – 93.7% 89.9% 0% 0% 33.6% 0%

Long-term

incentive % – 99.1% 100% 27.0% 31.2% 38.1% 11% 0% 10% 10.2%

1 Nick Robertson stepped down as CEO and was succeeded by Nick Beighton on 1 September 2015.

2 During the year to 31 August 2022, Nick Beighton stepped down as CEO on 11 October 2021 and José Antonio Ramos Calamonte was appointed CEO on 16 June 2022, therefore this column

shows the remuneration Nick Beighton received between 1 September 2021 and 11 October 2021 (£97,080) and the remuneration José Antonio Ramos Calamonte received between 16 June

2022 and 31 August 2022 (£155,702). José Antonio Ramos Calamonte had not joined the Company when the FY20 ALTIS was awarded. No bonus was paid in FY22.

3 The total for the year to 1 September 2024 has been updated consistently with the disclosure on page 100.

4 Annual bonus percentage figure shows the percentage of the individual’s maximum bonus percentage related to the bonus scheme for that financial year.

5 Long-term incentive percentages show the percentage of the award that vested where the performance period ends in that financial year.

Percentage change in Directors’ remuneration

The table below shows the percentage change in the Directors’ salary/fees, benefits and annual bonus over the last four years,

compared with all employees of ASOS. This is a voluntary disclosure as no employees are directly employed by ASOS Plc.

% change

FY25 FY24 FY23 FY22 FY21

Salary/

fees

Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

Salary/

fees Benefits Bonus

All employees 1% 3% -100% 0% 3% 100% 9% 8% 0% 13% -5% -100% 16% 38% 8%

Executive Directors

José Antonio Ramos

Calamonte 4% -14% -100% 2% -41% 100% 457% 217% – – – – – – –

Aaron Izzard

– – – – – – – – – – – – – – –

Non-executive Directors

Jørgen Lindemann

-8% 180% – -1% -91% – 370% 81% – – – – – – –

William Barker - - – – – – – – – – – – – – –

Christine Cross

164% 40% – – – – – – – – – – – – –

Wei Gao

-72% 39% – 519% -13% – 0% – – – – – – – –

Jose Manuel

Martínez Gutiérrez 2% -38% – 160% 185% – 0% – – – – – – – –

Natasja Laheij 7% 100% – 174% 0% – 0% – – – – – – – –

Marie Gulin-Merle 0% 32% – 76% 274% – 0% – – – – – – – –

Nick Robertson 0% 0% – -1% 0% – 3% 0% – 4% -100% – – – –

Anna Maria Rugarli 0% 306% – 413% 100% – 0% – – – – – – – –

Former Directors

Dave Murray

142% 211% -100% – – – – – – – – – – – –

1 No changes were made to the base fee for Non-executive Directors. The slight increase in Salary/Fees in FY25 for all employees is primarily attributable to the reduction in average

headcount. The calculation is derived from the total salary of ASOS employees (excluding bonuses) divided by the average number of employees for FY24 and FY25 respectively.

2 Once COVID-19 social and travel restrictions started to lift, Board and Committee meetings were held in person leading to an increase in Director travel and other expenses from FY21

onwards.

3 No payments were made under the Group annual bonus in FY25. Some employees received payments under other bonus schemes, however as this was only a small population of the wider

Group, this payment has been excluded from this calculation to allow for meaningful comparison year-on-year. No bonus was paid in FY22 or FY23.

Directors’ Remuneration Report cont.

107

ASOS Plc Annual Report and Accounts 2025

4 Aaron Izzard was appointed as Chief Financial Officer (CFO) from 1 July 2025.

5 Jørgen Lindemann waived his fees with effect from 1 August 2025 until the point he steps down from the Board as a gesture of goodwill to the Company.

6 Christine Cross was appointed on 16 April 2024, part way through FY24, therefore her FY24 single figure showed part-year data.

7 In FY24, Wei Gao received additional fees of £160,000 in addition to her Committee fees for additional services provided to the Company under her Non-executive Director Letter of

Appointment. The Board confirmed that the additional services provided did not impair Wei’s independence under the UK Corporate Governance Code.

8 Dave Murray stepped down from the Board on 30 June 2025. His FY24 remuneration covers the period from 29 April 2024 to 1 September 2024, and the FY25 calculation relates to the

period from 2 September 2024 to 30 June 2025.

CEO pay ratio

The table below shows the ratio of the total remuneration paid to the CEO for FY25 against the upper quartile, median and lower quartile

full-time equivalent remuneration of ASOS UK employees. This is the sixth year of reporting a pay ratio and data from the last four

financial year periods is shown for comparison.

Method P25 P50 P75

FY25 Option C 26:1 16:1 11:1

FY24 Option C 34:1 20:1 15:1

FY23 Option C 26:1 16:1 11:1

FY22 Option C 9:1 5:1 4:1

Full-year equivalent FY22 Option C 29:1 17:1 11:1

FY21 Option C 68.1 35.1 25.1

1 The first calculation for FY22 uses the total remuneration paid to Nick Beighton between 1 September 2021 and 11 October 2021 and the total remuneration paid to José Antonio Ramos

Calamonte between 16 June 2022 and 31 August 2022. There was a period during the financial year, between 12 October 2021 and 15 June 2022, that the Company did not have a CEO,

therefore the second calculation (full-year equivalent FY22) provides the ratios as if José Antonio Ramos Calamonte had been CEO for the full financial year.

2 For FY24 the P75th employee is part-time at 80% FTE and where applicable, the base salary and other elements of their package that form their total remuneration was uplifted to

100% FTE.

The Company has chosen Option C as it enabled the use of readily available data that was current to ASOS’ year end. The employees at

P25, P50 and P75 were identified based on salaries at 31 August 2025 where their total remuneration was calculated to include salary,

benefits, flex allowance and pension as at that date, plus FY25 bonus outturns (all three employees are outside the ALTIS population). No

omissions, estimates or adjustments were included in the calculation.

The total remuneration of these individuals and a small number of others positioned around each quartile were compared to determine

whether the employees at P25, P50 and P75 were most representative of pay levels at these quartiles. Based on that review of similarly

ranked roles, the remuneration of all three individuals was deemed to be representative of the relevant quartile.

The base salary and total remuneration for the employees used in the above calculations are as follows:

P25 P50 P75

Base salary £31,611 £48,250 £70,856

Total remuneration £34,343 £58,136 £79,265

The Committee is satisfied that the median pay ratio for FY25 is consistent with the Group’s wider policies on employee pay, reward and

progression. Executive Directors receive a greater proportion of their remuneration in elements tied to performance, including

participation in the ALTIS, which operates at the most senior levels. This means that the pay ratio will largely vary due to incentive

outcomes each year. The pay ratio for FY25 has been lower than in the year prior due in part to a nil payout on the annual bonus,

compared to a payout in the year prior.

Relative importance of spend on pay

The following table shows ASOS’ actual spend on pay (for all employees) relative to loss before tax. This has been used as a comparison as

this is a key metric that the Board considers when assessing the Company and Group’s performance. To date, no dividend has been paid

by ASOS Plc and there is no intention to pay a dividend at this stage as all monies are being retained in the business for future investment.

025 £212.6

£215.4

024

025 £(281.6)

£(379.3)

024

Staff costs (£m)

-1.3%

Loss before tax (£m)

25.8%

1 The above includes capitalised staff costs and excludes share-based payments charge.

2 See consolidated income statement for more information.

Directors’ dates of appointment

Both of the Executive Directors have a rolling service contract with an indefinite term, but a fixed period of notice of termination. The

services of any Executive Director may be terminated on a maximum of 12 months’ notice by the Company or the individual. Our usual

approach to remuneration when an Executive Director leaves is explained in our Policy.

Name Date of appointment Notice period

Total length of

service as at 31

August 2025

José Antonio Ramos Calamonte 16 June 2022 12 months 3 years 2 months

Aaron Izzard 1 July 2025 12 months 2 months

108

ASOS Plc Annual Report and Accounts 2025

All Non-executive Directors have letters of appointment in place with remaining terms as follows, subject to reappointment at the

Company’s Annual General Meeting:

Name Date of appointment Notice period

Appointment end

date in accordance

with letter of

appointment¹

Total length of

service as at 31

August 2025

Jørgen Lindemann 1 November 2021 3 months 21 November 2025 3 years 9 months

William Barker 20 September 2023 3 months 19 September 2026 1 year 11 months

Christine Cross 16 April 2024 3 months 15 April 2027 1 year 4 months

Wei Gao 1 February 2023 3 months 31 January 2026 2 years 6 months

Jose Manuel Martínez Gutiérrez 11 April 2023 3 months 10 April 2026 2 years 4 months

Natasja Laheij 11 April 2023 3 months 10 April 2026 2 years 4 months

Marie Gulin-Merle 1 February 2023 3 months 31 January 2026 2 years 6 months

Nicholas Robertson 6 June 2000 3 months 31 August 2027 25 years 2 months

Anna Maria Rugarli 26 June 2023 3 months 25 June 2026 2 years 2 months

1 All Non-executive Directors’ appointments are subject to their re-election at the AGM each year.

2 Jørgen Lindemann will step down from the Board with effect from release of FY25 results on 21 November 2025.

3 Nick Robertson is the Founder and former CEO of ASOS. He stepped down from the role of CEO and assumed the role of Non-executive Director on 1 September 2015.

All Directors’ contracts/letters of appointment are available to view at the Company’s registered office.

Overview of Remuneration Committee

Composition of the Remuneration Committee

The Remuneration Committee currently comprises four Independent Non-executive Directors: Christine Cross (Chair), Marie Gulin-Merle,

Natasja Laheij and Jose Manuel Martínez Gutiérrez.

Members of the management team, as well as the Committee’s advisors, are invited to attend meetings as appropriate, unless there is a

potential conflict of interest. The remuneration of Executive Directors and Non-executive Directors other than the Chair, is determined by

the Chair of the Board.

Committee composition and effectiveness

Details of the Committee’s experience can be found on pages 70 to 73.

As detailed on page 80, an internal Board and Committee effectiveness review was carried out at the end of FY25. Overall, the

Remuneration Committee is thought to be well constructed and well run. The Committee believes the annual cycle of work, the agendas,

time spent on topics and discussions at meetings to be good or excellent. To ensure that the Company’s remuneration structures remain

competitive and fit for purpose, it was agreed to arrange training on recent remuneration trends and benchmarking to ensure market

competitiveness and to keep up to date with regulatory and legislative developments.

Advisors to the Remuneration Committee

The Committee has engaged the external advisors listed below to help meet its responsibilities.

Committee advisor

 In 2024, the Committee appointed FIT Remuneration Consultants LLP as its independent advisors, having demonstrated the most

recent and relevant experience across similar public listed company and shareholder constructs, including substantive experience in

VCP design and implementation. FIT Remuneration Consultants LLP are signatories to the Remuneration Consultants’ Code of

Conduct, and the Committee is satisfied that the advice that it receives is objective and independent. Total fees for advice provided to

the Committee were £41,850 in the period to 31 August 2025 on a time and materials basis. The FIT Remuneration Consultants LLP

engagement partner and advisory team that provide remuneration advice to the Committee do not have any connections with the

Group or individual Directors that may impair their independence.

 When required, ASOS also sought advice on remuneration matters from Slaughter and May and Lewis Silkin, covering reward and legal

matters respectively. As a matter of course, the Committee also received advice and assistance as needed from our Executive Vice

President People, Communications and Strategy, Reward, DEI and Operations Director, General Counsel & Company Secretary and

Executive Directors.

Key areas of focus for the year ahead

 Engage with shareholders in relation to our approach to remuneration for FY26.

 Review and approve any salary increases for Management Committee members.

 Determine FY26 annual bonus outcome and FY24 ALTIS awards vesting.

 Approve any bonus, ALTIS or other awards intended to operate during FY27.

 Review market trends and latest best practice for remuneration structures.

 Continue to monitor regulatory and legislative developments.

 Review the Company’s retirement benefit schemes.

Directors’ Remuneration Report cont.

109

ASOS Plc Annual Report and Accounts 2025

Directors’ Report

The Directors present their report, together with the audited

financial statements, for the year ended 31 August 2025.

Results and dividends

The Group’s results for the period ended 31 August 2025 are set

out on pages 124 to 178.

The Directors do not recommend the payment of a dividend

(2024: £nil).

Strategic Report

This is set out on pages 12 to 62 of the Annual Report and includes

an indication of likely future developments.

Corporate governance

For the purposes of Disclosure Guidance and Transparency Rules

(DTR) 7.2.3, our Corporate Governance Statement setting out how

the Company has complied with the UK Corporate Governance

Code 2018 (the “Code”) can be found on page 76. A description of

the composition and activities of the Board and its Committees,

including our approach to diversity, is set out on pages 76 and 83.

A full version of the Code is available from the Financial Reporting

Council website at frc.org.uk.

Significant events since the end of the financial period

Information on post-balance sheet events can be found in note 29

to the financial statements on page 167.

Share capital

The issued share capital of the Company as at 20 November 2025,

being the last practicable date prior to this report, was

119,519,975 ordinary shares of 3.5 pence each. Details of the

authorised and issued share capital, together with the details of

shares issued during the period to 31 August 2025, are shown in

Note 25 to the financial statements.

As far as the Company is aware, there are no restrictions on the

voting rights attaching to the Company’s ordinary shares and the

Company is not aware of any agreements which may result in

restrictions in the transfer of securities or voting rights.

No securities carry any special rights.

Powers for the acquisition of the Company’s own shares

The Company was also authorised by shareholders at the Annual

General Meeting (AGM) on 22 January 2025 to replace the

existing authority (as granted by shareholders at the AGM held

on 7 February 2004) to purchase its own shares in the market up

to a maximum of 10% of the issued share capital of the Company

(excluding treasury shares). No shares were bought back under

this authority during the financial period to 31 August 2025.

This is a standard authority which is renewable annually and the

Directors will be seeking to renew this authority at the next AGM.

Directors and their interests

The following Directors have held office since 2 September 2025

and up to the date of this report:

Name Date of appointment

Jørgen Lindemann 1 November 2021

William Barker 20 September 2023

José Antonio Ramos Calamonte 16 June 2022

Christine Cross 16 April 2024

Wei Gao 1 February 2023

Marie Gulin-Merle 1 February 2023

Aaron Izzard 1 July 2025

Natasja Laheij 11 April 2023

Jose Manuel Martínez Gutiérrez 11 April 2023

Nick Robertson 6 June 2000

Anna Maria Rugarli 26 June 2023

Dave Murray 29 April 2024 (resigned 30 June

2025)

1 Jørgen Lindemann, who was appointed on 1 November 2021, will step down from the Board

on 21 November 2025.

Directors’ biographies as at the date of this report are set out on

pages 70 to 73.

The general powers of the Directors are contained within UK

legislation and the Company’s Articles of Association (the

“Articles”). The Directors are entitled to exercise all powers of the

Company, subject to any limitations imposed by the Articles or

applicable legislation.

The appointment and retirement of Directors is governed by the

Company’s Articles of Association, the UK Corporate Governance

Code, the Companies Act 2006 and other related legislation.

The interests of the Directors, and their persons closely associated,

in the share capital of the Company as at 31 August 2025, along with

details of Directors’ share awards, are contained in the Directors’

Remuneration Report on pages 104 to 105. At no time during the

period did any of the Directors have a material interest in any

significant contract with ASOS or any of its subsidiaries.

We maintain Directors’ and Officers’ liability insurance which gives

appropriate cover for any legal action brought against its

Directors. This was in place throughout the period and up to the

date of approval of the financial statements. The Group has also

provided an indemnity for its Directors and Officers, which is a

qualifying third-party indemnity provision for the purposes of

Section 234 of the Companies Act 2006, throughout the period

and up to the date of this report.

110

ASOS Plc Annual Report and Accounts 2025

Articles of Association

Our Articles of Association can only be amended by special

resolution of the shareholders and are available for inspection on

our website at asosplc.com.

Branches

The Group has a branch of ASOS.com Limited registered in the

Netherlands. Further details are provided on pages 174, together

with a full list of Group subsidiaries.

Substantial shareholders

As at 30 October 2025, being the last practicable date prior to

this report, the Company was aware of the following interests in

3% or more of its ordinary share capital:

Major shareholder Holding

As a % of

issued shares

Aktieselskabet at 5.5.2010 34,675,323 29.01

Frasers Group Plc 26,200,414 21.92

Camelot Partners LLC 18,391,264 15.39

Schroders Plc 6,170,569 5.16

Employees with disabilities

We are an inclusive employer and continue to belong to the Disability

Confident scheme. We are committed to taking the right steps in

ensuring our recruitment, training and development processes

and culture remain accessible for people with disabilities.

We operate with a diverse sourcing approach, fully embedded into

our Talent Acquisition team’s recruitment process, offering

guaranteed interviews to any candidates with disabilities or

neurodiverse conditions, who meet the minimum eligibility criteria

for the role. Along with creating more inclusive job advertisement

templates, we’ve launched hiring manager training to support

those making recruitment decisions in understanding inclusive

best practice, including around biases, within a candidate’s

interview process.

See pages 38 to 41 for more information.

Research and development

The Group undertakes research and development activities in

relation to software development. The deferred tax impact on

research and development tax relief claimed on qualifying spend is

disclosed in note 9 to the financial statements on page 140.

Political donations

No political donations have been made during this financial period

(2024: £nil).

Annual General Meeting

A separate circular providing the Notice of Annual General

Meeting and details of the resolutions to be put to the meeting will

be sent to shareholders in due course and will be available to view

on asosplc.com.

Statement on disclosure of information to auditors

The Directors confirm that, so far as each is aware, there is no

relevant audit information of which the Group’s auditors are

unaware. Each of the Directors has taken all the steps he or she

should have taken as a Director to make himself or herself aware

of any relevant audit information and to establish that the Group’s

auditors are aware of that information.

Independent auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their

willingness to continue in office and a resolution that they be

reappointed for the financial period ending 4 September 2026 will

be proposed at the next AGM. See page 88 for details on the

results of our recent audit tender process.

Environmental, Social and Governance (ESG) disclosures

Details of our ESG commitments are on pages 18 to 36.

Significant agreements and change of control provisions

The Group is subject to the following arrangements which would be

affected following a change of control of the Company:

 The Company’s share plans under which options and awards

granted to employees may vest and become exercisable,

subject to the satisfaction to any applicable performance

conditions at the time.

 Throughout the period and as at the date of this report, the

Group’s £150m term loan, £75m Revolving Credit Facility and

£50m accordion facility with Bantry Bay which may be

terminated in whole or in part.

 The post balance sheet event refinancing activities set out in

note 29, whereby the senior term loan and delayed draw term

loan facility may be terminated in whole or in part.

 The £73.6m Convertible Bonds due 2026 under which

bondholders would have the right to require the Company to

redeem or convert the bonds.

 The £253m Convertible Bonds due 2028 under which

bondholders would have the right to require the Company to

redeem or convert the bonds.

The Terms and Conditions relating to the Convertible Bonds

due 2026 and the Convertible Bonds due 2028 are available at

asosplc.com.

Additional disclosures

Information that is relevant to this report, and which is also

incorporated by reference, including information required in

accordance with the UK Companies Act 2006 and Listing Rule

6.6.1 R can be found as follows:

Annual Report page

reference

Likely future developments in the business 16 to 17, 167

Financial instruments and financial risk

management 157 to 162

Risk management and Principal risks 52 to 60

Corporate Governance Report 75 to 80

Employee engagement 43

Stakeholder engagement and s.172

statement 42 to 45 and 79

Viability statement and going concern 61 to 62

Details of long-term incentive plans 97 to 104, 163 to 164

Statement of capitalised interest 144

Related party transactions 165

Greenhouse gas emissions, energy

consumption and energy efficiency action 26 to 27

Climate-related disclosures consistent

with TCFD 20 to 27 and 66

The Company has chosen, in accordance with Section 414C(11)

of the Companies Act 2006, and as noted in this Directors’

Report, to include certain matters in its Strategic Report

that would otherwise be required to be disclosed in this

Directors’ Report. The Strategic Report can be found on pages

12 to 62. The Strategic Report and the Directors’ Report

together form the Management Report for the purposes of

the Disclosure Guidance and Transparency Rules 4.1.8R.

Other information requirements set out in Listing Rule 6.6.1 R are

not applicable to the Company.

Directors’ Report cont.

111

ASOS Plc Annual Report and Accounts 2025

Other disclosures

Number of

Board

members

Percentage

of the Board

Number of

senior

positions

on the

Board

(CEO,

CFO, SID

and Chair)

Number of

Management

Committee

members

Percentage of

Management

Committee

Gender identity as at 31 August 2025

Men 6 55% 3 7 54%

Women 5 45% 1 6 46%

Non-binary, Agender or ‘Prefer to describe myself in another way’ 0 – – 0 0%

Prefer not to say 0 – – 0 0%

Ethnic background as at 31 August 2025

White British or other White (including minority-white groups) 10 91% 4 9 69%

Mixed/Multiple Ethnic Groups – – 0 0%

Asian/Asian British 1 9% 3 23%

Black/African/Caribbean/Black British – – 1 8%

Other ethnic group, including Arab – – 0 0%

Not specified/prefer not to say – – 0 0%

Blank – – 0 0%

Forward-looking statements

This Annual Report may include statements that are, or may be deemed to be, “forward-looking statements” (including words such as

“believe”, “expect”, “estimate”, “intend”, “anticipate” and words of similar meaning). By their nature, forward-looking statements involve

risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from

any forward-looking statements. Any forward-looking statements in this Annual Report reflect management’s view with respect to future

events as at the date of this announcement. Save as required by applicable law, ASOS plc undertakes no obligation to publicly revise any

forward-looking statements in this Annual Report, whether following any change in its expectations or to reflect events or circumstances

after the date of this announcement.

Disclaimer

The purpose of this Annual Report is to provide information to the members of the Company and it has been prepared for, and only for,

the members of the Company as a body, and no other persons. The Company, its Directors and employees, agents and advisors do not

accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such

responsibility or liability is expressly disclaimed.

By order of the Board

Rishi Sharma

General Counsel and Company Secretary

21 November 2025

112

ASOS Plc Annual Report and Accounts 2025

Non-financial and sustainability

information statement

The table below constitutes the Company’s non-financial and sustainability information statement as required by Sections 414CA and

414CB of the Companies Act 2006 (as amended by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations

2022) with the table disclosed below and other disclosures throughout the Strategic Report. The climate-related financial disclosures of

the Company are contained within the Sustainability section, the SASB Standards Index and the Task Force on Climate-related Financial

Disclosures (TCFD) and Climate-Related Financial (CFD) section of this Annual Report, as set out below. Many of our policies can be viewed

on our website asosplc.com which also contains a wide range of non-financial and sustainability information.

Reporting

requirement

Relevant policies and documents

which govern our approach Annual Report section Page

Climate change

and sustainability

 Fashion with Integrity (FWI) Strategy  Sustainability

 SASB Standards Index and Global

Reporting Initiative (GRI)

 TCFD and CFD Index

 SECR Index

18 to 36

63 to 65

Environmental

and social

matters

 FWI Strategy

 Chemical Strategy

 Responsible sourcing policies including Cotton

Sourcing Policy, Animal Derived Materials Policy and

Restricted Substances List

 Policy on Gender Equality in the Supply Chain

 Group Tax Strategy

 Sustainability

 SASB Standards Index ad GRI

 SECR Index

 TCFD and CFD Index

 Sustainability Committee Report

 Principal risks and opportunities

 Stakeholder engagement

18 to 36

63 to 65

92 to 93

56 to 60

42 to 45

ASOSers  Code of Conduct

 Health & Safety Policy

 Whistleblowing Policy

 FWI Strategy

 Our People

 Stakeholder engagement – Our ASOSers

 Sustainability

 Directors’ Report – Employees with

disabilities

38 to 41

18 to 36

110

Human rights  Modern Slavery Statement

 Anti-Slavery & Human Trafficking Policy

 Child Labour Remediation & Young Worker Policy

 Freedom of Association and Collective Bargaining

Policy

 Migrant Workers Policy

 Global framework agreement with IndustriALL

 Sustainability - People

 Stakeholder engagement – Our suppliers

 Principal risks and opportunities

34 to 36

56 to 60

Anti-bribery &

corruption

 Code of Conduct

 Anti-Bribery & Corruption Policy

 Gifts & Hospitality Policy

 Audit Committee Report

 Directors’ Report

84 to 90

109 to 110

Risk management  Risk Management Standard

 ASOS Risk Taxonomy

 Risk management

 Principal risks and opportunities

 TCFD – climate-related risks

52 to 55

56 to 60

22 to 27

Business model  Our strategy

 Strategic review

6 to 7

14 to 16

Non-financial KPIs  Financial highlights

 Strategic review

 Sustainability

12 to 17

18 to 36

113

ASOS Plc Annual Report and Accounts 2025

Statement of Directors’

responsibilities

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with applicable law

and regulation.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the Directors

have prepared the Group financial statements in accordance with

UK-adopted international accounting standards and the Company

financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, comprising FRS 101 “Reduced Disclosure Framework”,

and applicable law).

Under applicable Company law, the Directors must not approve

the financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and

Company and of the profit or loss of the Group for that period. In

preparing the financial statements, the Directors are required to:

 select suitable accounting policies and then apply them

consistently;

 state whether applicable UK-adopted international accounting

standards have been followed for the Group financial

statements, and United Kingdom Accounting Standards,

comprising FRS 101, have been followed for the Company

financial statements, subject to any material departures

disclosed and explained in the financial statements;

 make judgements and accounting estimates that are

reasonable and prudent; and

 prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Group and

Company will continue in business.

The Directors are responsible for safeguarding the assets

of the Group and Company and hence for taking reasonable

steps for the prevention and detection of fraud and other

irregularities. The Directors are also responsible for keeping

adequate accounting records that are sufficient to show

and explain the Group’s and Company’s transactions and

disclose with reasonable accuracy at any time the financial

position of the Group and Company and enable them to

ensure that the financial statements and the Directors’

Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity

of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable and

provides the information necessary for shareholders to assess the

Group’s and Company’s position and performance, business model

and strategy.

Each of the Directors, whose names and functions are listed in the

Governance Report confirm that, to the best of their knowledge:

 the Group financial statements, which have been prepared in

accordance with UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities,

financial position and loss of the Group;

 the Company financial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities and financial position of the Company; and

 the Strategic Report includes a fair review of the development

and performance of the business and the position of the Group

and Company, together with a description of the principal risks

and uncertainties that it faces.

In the case of each Director in office at the date the Directors’

Report is approved:

 so far as the Director is aware, there is no relevant audit

information of which the Group’s and Company’s auditors are

unaware; and

 they have taken all the steps that they ought to have taken as a

Director in order to make themselves aware of any relevant

audit information and to establish that the Group’s and

Company’s auditors are aware of that information.

Rishi Sharma

General Counsel and Company Secretary

21 November 2025

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Contents

116 Independent Auditors’ Report

to the members of ASOS Plc

124 Consolidated Income Statement

125 Consolidated Statement of

Comprehensive Income

126 Consolidated Balance Sheet

127 Consolidated Statement of

Changes in Equity

128 Consolidated Cash Flow Statement

129 Notes to the Consolidated

Financial Statements

168 Company Balance Sheet

169 Company Statement of Changes in Equity

170 Notes to the Company

Financial Statements

174 Related Undertakings of the ASOS Group

175 Alternative Performance Measures (APMs)

179 Company Information

180 Shareholder Information

Financial

Statements

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Independent Auditors’ Report to the members of ASOS Plc

Report on the audit of the financial statements

Opinion

In our opinion:

 ASOS Plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the

state of the group’s and of the company’s affairs as at 31 August 2025 and of the group’s loss and the group’s cash flows for the 52

week period then ended;

 the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as

applied in accordance with the provisions of the Companies Act 2006;

 the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which comprise:

the Consolidated Balance Sheet and the Company Balance Sheet as at 31 August 2025; the Consolidated Income Statement, the

Consolidated Statement of Comprehensive Income, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in

Equity and the Company Statement of Changes in Equity for the period then ended; and the notes to the financial statements, comprising

material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in note 6 to the financial statements, we have provided no non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

 We performed full scope audit procedures over the following two components: ASOS Plc, the parent entity that holds investments

throughout the group, and ASOS.com Limited, the trading entity that generates more than 99% of the group’s revenue.

 Additionally, we performed a financial statement line item audit over the convertible debt and related interest balances in Cornwall

(Jersey) Limited, and over the acquired brand and customer relationship intangible assets and related amortisation balances in ASOS

Holdings Limited.

 Taken together, the entities over which full scope audit work was performed accounted for more than 99% of the group’s revenue and

95% of the group’s loss before tax.

Key audit matters

 Capitalisation of internal staff costs (group)

 Valuation of inventory (group)

 Going concern assessment in response to economic uncertainties (group)

 Classification of adjusting items (group)

 Carrying value of assets (group and parent)

 Recoverability of deferred tax assets (group)

Materiality

 Overall group materiality: £12,325,000 (2024: £14,500,000) based on 0.5% of revenue.

 Overall company materiality: £10,600,000 (2024: £9,200,000) based on 1% of total assets.

 Performance materiality: £9,200,000 (2024: £10,875,000) (group) and £7,900,000 (2024: £6,900,000) (company).

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The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the

audit; and directing the efforts of the engagement team.

These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Capitalisation of internal staff costs (group)

Refer to Notes 7 and 11 in the financial statements.

The group continued to invest in its operational infrastructure

having spent £83.0m (2024: £98.5m) on intangible assets.

Within capital additions are £55.7m (2024: £64.6m) of internal

staff costs, which primarily relate to intangible assets.

This was an area of focus due to the magnitude of the

costs capitalised and the judgement involved in assessing

whether the criteria set out in IAS 38 for the capitalisation

of elements of these costs had been met. We focussed

on the capitalisation of internal staff costs to confirm

that costs capitalised were an accurate reflection of

actual costs incurred and the associated time was spent

on projects which met the criteria to be capitalised.

We gained an understanding through walkthroughs and

enquiries performed with management of the process in place

for evaluating approval for staff time capitalised to capital

projects. We performed substantive testing over new projects

in the year to assess whether they met capitalisation criteria,

including inquiring with management, and inspecting evidence of

criteria assessments, such as in capex funding forms. We also

obtained an understanding of the various selected capitalised

projects, inspected timesheet data to corroborate time

charged on projects, and reviewed management’s assessment

to determine whether sufficient economic benefits were likely

to flow from the projects to support the values capitalised.

For a number of projects, we assessed whether they had been

appropriately included within assets under construction at

year-end. We further confirmed that amortisation/depreciation

commenced at rates consistent with the group’s accounting

policies once the respective projects became operational.

We further assessed whether the costs were appropriately

moved out of assets under construction and appropriately

amortised/depreciated from the point at which they came into

operational use.

Based on the procedures performed, we noted no material issues

arising from our work.

Valuation of inventory (group)

Refer to Note 16 in the financial statements.

As at 31 August 2025, the group held gross inventories of £523.5m

(2024: £683.6m), against which a provision of £121.2m (2024:

£163.3m) had been recorded.

The nature of the group’s business model is to service demand in a

dynamic and fast moving fashion market which means there is a

risk of inventory falling out of fashion and proving difficult to sell

above cost. The group’s provisioning policy is based on the

estimated future net realisable value of inventories.

The group’s methodology to calculate inventory provisions includes

consideration of inventory which is expected to be sold via offsite

clearance routes as well as through the website. Provisions are

calculated using estimates of loss rates and website sell through

rates, both of which are calculated based on historical sales data.

The provisions held at 31 August 2025 also include a provision

for the specific write down of inventory identified to be sold via

off-site channels to facilitate the group’s transition to its new

commercial model.

The quantum of the total inventory balance and the level of

judgement involved to ensure that inventories are stated at the

lower of cost and net realisable value made this an area of focus.

We reviewed management’s provisioning policy and the resulting

provisions applied, which include significant elements relating to:

– Forecast loss rates for inventory expected to be sold via the

website;

– Forecast sell through rates for inventory expected to be sold via

offsite channels; and

– A specific write down of inventory, identified to be sold via

off-site channels to facilitate the group’s transition to its new

commercial model.

We tested the mathematical integrity of management’s provision

calculations. We validated the inputs into the models including

verifying the inventory quantity and values for various elements

making up the overall inventory provision and confirmed the

accuracy of the data used.

We tested the net margin realised used to determine the historical

loss experience for a sample of transactions in the year and

obtained corroborating evidence to validate their selling price and

cost. We also assessed management’s assessment of estimated

income per unit for inventory to be cleared offsite based on historic

experience and agreements entered into with third parties.

Based on the procedures performed, we noted no material issues

arising from our work.

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Key audit matter How our audit addressed the key audit matter

Going concern assessment in response to economic

uncertainties (group)

In order to conclude whether it is appropriate for the

financial statements to be prepared on a going concern basis,

management prepared a base case forecast for a period

of 18 months from the balance sheet date. In addition, they

modelled a severe but plausible downside case which included

cost reductions that could be achieved from mitigating

actions within the group’s control. Management has also

included the impact from the refinancing agreed into their

model which we have assessed as part of our conclusion.

We focused on this area given the importance of the going

concern judgement in the context of the basis of preparation

of the financial statements and recognising the degree

of judgement inherent in management’s forecasts.

We evaluated management’s going concern assessment and we

performed testing procedures as detailed in the “Conclusions

relating to going concern” section below.

Classification of adjusting items (group)

Refer to Note 3 in the financial statements

The group discloses an adjusted measure of profit to provide

shareholders with additional insight into the year-on-year

performance of the business. Adjusted loss before tax of £98.2m

(2024: £126.0m) is presented which compares to an IFRS measure

of loss before tax of £281.6m (2024: £379.3m).

The £183.4m (2024: £253.3m) of adjusted items before tax are

those which are significant either by virtue of their size and/or

nature, the inclusion of which could, in management’s view, distort

comparability between periods to either reported performance or

individual financial statement line items.

The quantum of adjusting items and the level of judgement involved

to ensure that performance of the business is not distorted made

this an area of focus.

We have performed audit procedures to test the magnitude of the

charge on a sample basis across all elements of the adjusting

items. As part of this sample testing we also understood the

nature of the items and management’s rationale for classification

as an adjusting item.

We have considered whether the disclosure as adjusting items is

appropriate taking account of the size and nature of the items and

management’s disclosed accounting policy.

Based on the procedures performed, we noted no material issues

arising from our work.

Carrying value of assets (group and parent)

Refer to Note 15 in the group financial statements and Note C4 in

the company financial statements.

As at 31 August 2025, the group had balances relating to Goodwill,

Intangibles, Property, Plant and Equipment and Right of use assets

totalling £799.1m (2024: £1,051.2m). Due to the group’s trading

performance in the period and market capitalisation, there is an

indicator that these balances might be impaired.

At 31 August 2025, the company had amounts due from subsidiary

undertakings of £718.5m (2024: £847.2m), of which £72.5m (2024:

£1.6m) was classed as current and £646.0m (2024: £845.6m)

non-current.

There is a risk that the financial condition and performance of the

subsidiary undertakings are not sufficient to support the

recoverability of the amounts due and the assets may be impaired.

Management has assessed the carrying value of these assets using

a value in use model and concluded that no impairment is required.

In addition, management performed an expected credit loss

assessment under IFRS 9 in respect of the intercompany

receivables. Due to these assessments including assumptions

about future performance which are judgemental in nature, we

determined this to be a key area of focus.

We have obtained management’s impairment assessment which

uses a value in use model to support the recoverability of the

goodwill and other intangibles, property plant and equipment and

right of use assets in the group accounts and the intercompany

receivable in the company accounts and undertook the following

procedures:

– We ensured the calculations included within the model were

mathematically accurate and obtained supporting evidence for

the assumptions used ensuring consistency with IAS 36.

– We compared the forecasts used with the latest Board-

approved plans and challenged the key assumptions used within

the model to which the value was most sensitive, including the

discount rate, future revenue growth and improvement in gross

profit margin. In assessing management’s plans, we considered

the group’s historical forecasting accuracy.

– We used our valuation specialists to assist us in our audit of the

discount rate and long term growth rate used.

– We considered other sources of information to assess whether

management’s conclusion that there was no impairment was

reasonable. This included a consideration of third party industry

reports and other market based valuations.

– We considered the adequacy of management’s disclosure in

respect of the impairment assessment, and the key sensitivities

in their estimates.

In relation to the company assessment, in addition to the above

procedures we evaluated management’s expected credit loss

assessment under IFRS 9 in respect of the intercompany

receivables.

Based on the procedures performed, we noted no material issues

arising from our work.

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Key audit matter How our audit addressed the key audit matter

Recoverability of deferred tax assets (group)

Refer to Note 9 in the group financial statements.

As at 31 August 2025, the group had a net deferred tax asset of

£44.7m (2024: £62.5m). Due to the trading performance and

losses made in the last three years management applied

judgement in the amount of deferred tax assets that were

recoverable which resulted in unrecognised deferred tax assets

of £126.9m.

Management assesses the recoverability of the deferred tax asset

by using the same forecasts applied in the value in use impairment

model to evaluate whether sufficient taxable profits are projected.

A risk weighting is applied to address the uncertainty related to

future profits with the risk weighting increasing with the time

horizon. Based on this assessment, management considers a net

deferred tax asset of £44.7m to be recoverable.

Due to this assessment including assumptions about future

performance which are judgemental in nature, we determined this

to be a key area of focus.

We obtained management’s recoverability assessment for the

deferred tax asset and checked the mathematical accuracy of the

model and reconciled the taxable profits forecast to the latest

Board-approved plans.

We assessed management’s risk weightings applied and the period

over which the assets are forecasts to be recovered. These ratings

are consistent with the previous period.

We considered the adequacy of management’s disclosure in

respect of the deferred tax recoverability assessment, and the key

sensitivities in their estimates. Based on the procedures

performed, we noted no material issues arising from our work.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which

they operate.

Based on our risk and materiality assessments, we determined which components required an audit of their complete financial

information having consideration to the relative significance of each component to the group, and the overall coverage obtained over

each material line item in the consolidated financial statements.

Due to its relative contribution to the group’s revenues and loss before tax, we identified one financially significant component which, in

our view, required an audit of its complete financial information. This was ASOS.com Limited which generated more than 99% of the

group revenue through sales via the worldwide ASOS websites and wholesale network. In addition, a full scope audit was performed over

ASOS Plc being the parent entity which holds investments throughout the group and part of the convertible debt. We performed audit

procedures over the convertible debt and related interest balances in the Cornwall (Jersey) Limited entity, and over the acquired brand

intangible assets and related amortisation balances in ASOS Holdings Limited, in order to achieve appropriate audit coverage over these

material financial statement line items. All work over these components was performed by the group engagement team. Further central

procedures were performed over tax, treasury, legal claims, lease liability and associated right-of-use asset balances, property, plant

and equipment and other intangible assets, goodwill, going concern, the group’s consolidation and the financial statement disclosures.

This provided the evidence we needed for our opinion on the consolidated financial statements taken as a whole.

Taken together, the components where we performed our audit work accounted for more than 99% of the group’s revenue and 95% of

the group’s loss before tax. This was before considering the contribution to our audit evidence from performing audit work at the group

level, including disaggregated analytical review procedures, which covered certain of the group’s smaller and lower risk components that

were not directly included in our group audit scope.

Our audit of the company financial statements included substantive procedures over all material balances and transactions.

The impact of climate risk on our audit

As part of our audit procedures, we have considered the potential impact of climate change on the group’s business and its

financial statements.

The group continues to develop its assessment of the potential impacts of climate change as explained throughout the Strategic Report

and in more detail on pages 22 to 28.

As part of our audit, we have obtained management’s climate-related risk assessment and held discussions with management to

understand the process of identifying climate related risks, the determination of mitigating actions and the impact on the group’s

financial statements.

Management has assessed that the most likely impacted financial statement line items and estimates are those associated with future

cash flows since the impact of climate change is expected to become more notable in the medium to long term.

While auditing these forecast cash flows, we have considered the impact of climate change and any climate change related commitments

on the potentially impacted financial statement line items.

We have not identified any matters as part of this work which are inconsistent with the disclosures in the Annual Report or would lead to

any material adjustments to the financial statements.

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Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,

together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit

procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually

and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial Statements – group Financial Statements – company

Overall materiality £12,325,000 (2024: £14,500,000). £10,600,000 (2024: £9,200,000).

How we determined it 0.5% of revenue 1% of total assets

Rationale for

benchmark applied

In determining materiality, we considered both loss

before tax and revenue as the acceptable benchmarks.

We considered loss before tax to be an appropriate

benchmark due to the group’s focus on delivering an

acceptable short-term return. We considered total

revenue to be appropriate given the focus of investors on

revenues and top line growth. This provided a wide range

of acceptable materiality levels. In our judgement, the

group is currently experiencing volatile profits or losses

with significant one off costs, and are experiencing

declining revenues however their operations remain

largely consistent each period. We therefore consider

revenue to remain an appropriate benchmark to use. The

materiality of £12.3m is approximately 0.5% of revenue.

ASOS Plc is the ultimate parent entity which

holds the group's investments. Therefore, the

entity is not in itself profit-oriented. We consider

total assets to be an appropriate benchmark as

it reflects the nature of the company, which

primarily acts as a holding company for the

group's investments.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range

of materiality allocated across components was between £4,800,000 and £11,700,000. Certain components were audited to a local

statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our

audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining

sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £9,200,000 (2024: £10,875,000)

for the group financial statements and £7,900,000 (2024: £6,900,000) for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was

appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £615,000 (group

audit) (2024: £725,000) and £530,000 (company audit) (2024: £460,000) as well as misstatements below those amounts that, in our

view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of

accounting included:

 Assessing management’s going concern model, including the base case and the severe but plausible downside case;

 Testing the reasonableness of key assumptions including sales growth and estimated gross margins based on historical performance

and external market data;

 Considering the magnitude and feasibility of the mitigations available in the downside case and whether these are in the control of

management;

 Considering various aspects of the business model that could impact the group’s liquidity;

 Considering the severity of the downside scenario based on historic experience;

 Reperforming a number of reverse stress tests to determine the magnitude of changes needed to key assumptions to result in there

being no liquidity headroom;

 Assessing the historical reliability of management’s forecasting by comparing budgeted results to actual performance;

 Validating that the cash flow forecasts used to support management’s impairment, going concern and viability assessments were

consistent;

 Reviewing the terms of the new finance facility agreement and the convertible bond agreements ensuring that management’s

calculations of headroom accurately reflected the financial covenants;

 Reviewing the related disclosures in the Annual Report and Accounts.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

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In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the

company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of

this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report

thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any

form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are

required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material

misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of

this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and

matters as described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’

Report for the period ended 31 August 2025 is consistent with the financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did

not identify any material misstatements in the Strategic report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are

described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing

material to add or draw attention to in relation to:

 The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

 The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an

explanation of how these are being managed or mitigated;

 The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of

accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to

do so over a period of at least twelve months from the date of approval of the financial statements;

 The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why

the period is appropriate; and

 The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and

meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any

necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than

an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the

statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is

consistent with the financial statements and our knowledge and understanding of the group and company and their environment

obtained in the course of the audit.

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In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

 The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides

the information necessary for the members to assess the group’s and company’s position, performance, business model and strategy;

 The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

 The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance

with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by

the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the financial

statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high

level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations

related to UK and overseas tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might

have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation

of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting

inappropriate journal entries to manipulate the financial performance of the group and management bias in accounting estimates and

judgements. Audit procedures performed by the engagement team included:

 Enquiry of management, Internal Audit and the group’s legal counsel around known and suspected fraud and non-compliance with laws

and regulations;

 Assessment of matters reported on the group’s whistleblowing helpline and results of management’s investigation of such matters;

 Identifying and testing higher risk journal entries, in particular certain journal entries posted with unusual account combinations and

journals posted by senior management (none were identified)

 Incorporating elements of unpredictability to the nature or extent of audit procedures performed by us;

 Challenging assumptions made by management in its significant and other key accounting estimates in particular in relation to

inventory provisions; and

 Reviewing financial statement disclosures and testing to supporting documentation.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-

compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also,

the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud

may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will

often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to

enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of

Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any

other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our

prior consent in writing.

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Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 we have not obtained all the information and explanations we require for our audit; or

 adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from

branches not visited by us; or

 certain disclosures of directors’ remuneration specified by law are not made; or

 the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the

accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 1 October 2008 to audit the financial

statements for the year ended 31 March 2008 and subsequent financial periods. The period of total uninterrupted engagement is 18

years, covering the years ended 31 March 2008 to 31 August 2025.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial

statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the

National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the

structured digital format annual financial report has been prepared in accordance with those requirements.

Neil Grimes (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

21 November 2025

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Financial Statements

Consolidated Income Statement

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

All activities in the current and prior year are continuing.

The notes on pages 129 to 167 form an integral part of these financial statements.

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Financial Statements

Consolidated Statement of Comprehensive Income

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

The notes on pages 129 to 167 form an integral part of these financial statements.

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Financial Statements

Consolidated Balance Sheet

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

The notes on pages 129 to 167 form an integral part of these financial statements.

The consolidated financial statements of ASOS Plc, registered number 04006623, on pages 114 to 167, were approved by the Board of

Directors and authorised for issue on 21 November 2025 and were signed on its behalf by:

José Antonio Ramos Calamonte Aaron Izzard

Chief Executive Officer Chief Financial Officer

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Financial Statements

Consolidated Statement of Changes in Equity

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

Retained earnings includes the share-based payments reserve and the employee benefit trust reserve.

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Financial Statements

Consolidated Cash Flow Statement

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

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Notes to the Consolidated Financial Statements

1 General information

ASOS Plc (the Company) and its subsidiaries (together, the Group) is a global fashion retailer. The Company is a public limited company

whose shares are publicly traded on the London Stock Exchange. The Company is incorporated and domiciled in the UK and the address

of its registered office is Greater London House, Hampstead Road, London NW1 7FB.

The financial year represents the 52 weeks to 31 August 2025 (prior financial year: 52 weeks to 1 September 2024). The financial

information comprises the results of the Company and its subsidiaries.

Within these consolidated financial statements, 2025 refers to the 52 weeks to 31 August 2025, or as at 31 August 2025; and 2024 refers

to the 52 weeks to 1 September 2024, or as at 1 September 2024.

2 Material accounting policies, judgements and estimates

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS)

and with the requirements of the Companies Act 2006 and the Listing Rules as applicable to companies reporting under those standards.

The financial statements have been prepared under the historical cost basis of accounting, excluding derivative financial instruments

which are held at fair value. The financial statements are presented in Sterling and all values are rounded to the nearest hundred

thousand pounds (£0.1m) except where otherwise indicated.

Material accounting policies have been included in the relevant notes to which the policies relate, and those relating to the financial

statements as a whole can be read further below. Unless otherwise stated, material accounting policies have been applied consistently to

all periods presented in the financial statements.

2.2 Going concern

The Directors are satisfied that the Group has sufficient resources to continue in operation for a period of at least 12 months from the

date of approval of the financial statements, and therefore continue to adopt the going concern basis in preparing the financial

statements. To support this assessment, detailed cash flow forecasts were prepared for the 18 month period to February 2027.

In assessing the Group’s going concern position, the Directors have considered the Group’s detailed budgeting and forecasting process

which reflects the Group’s financial performance, position, and cash flows over the going concern period (the base case). These cash flow

forecasts represent the Directors’ best estimate of trading performance and cost implications in the market based on current agreements,

market experience and consumer demand expectations. In conjunction with this, the Directors considered the Group’s business activities and

Principal risks, reviewing the Group’s cash flows, liquidity positions and borrowing facilities for the going concern period.

At 31 August 2025, the Group had £73.6m of convertible bonds maturing in April 2026, £253.0m of convertible bonds maturing in

September 2028, and was fully drawn on the £150.0m term loan with Bantry Bay. In November 2025, the Group entered into agreements

to refinance its term loan facilities. The refinancing will become effective in December 2025, at which point the term loan will be repaid

and the associated revolving credit and accordion facilities with Bantry Bay will be terminated.

The new financing arrangements, provided by a syndicate of private lenders, are comprised of a £150.0m senior term loan and an £87.5m

Delayed Draw Term Loan facility. These new facilities will mature in November 2030. Refer to Note 29 for further information.

As a result of the new financing package, the Group is subject to a minimum cash & cash equivalents threshold of at least £20m. Other

covenants have been considered throughout the assessment, but do not impact on the availability of the facility throughout the

assessment period.

Key assumptions – forecasting business cash flows

The assessment of the Group’s going concern position required significant management judgement, including in determining the key

assumptions that have the greatest impact on forecasts of future business performance and the range of reasonably possible outcomes

of those assumptions. The economic environment has remained challenging with cost of living pressures continuing to impact customer

spending and sentiment. The future impact that the economic environment will have on ASOS performance however is uncertain, so for

the purposes of the Group’s going concern assessment, the Directors have therefore made assumptions on the likely future cash flows in

the uncertain macro environment.

The assumptions considered include the continuation of our improved order economics, as well as a sustained marginal recovery in the

macro trading environment, with the online fashion market assumed to experience low-single-digit % growth on an aggregated basis

across the Group’s key territories. The base case assumes a less aggressive share loss in FY26 than experienced in FY25 as the Group

sees the benefits from the adoption of the new commercial model and continued improvements to the Group’s customer proposition with

YoY sales growth gradually improving vs the FY25 exit rate throughout the assessment period towards mid-single-digit growth by the end

of the assessment. Improvements in adjusted gross margin are included of at least 100bps vs FY25 to 48% to 50%.

Aligned to the Group’s Principal risks, the Directors have also considered various severe but plausible downside scenarios against the

base case, comprising of the following assumptions:

 Sales growth reduction;

 Gross margin reduction; and

 Potential working capital cash impacts.

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2 Material accounting policies, judgements and estimates cont.

The downside scenarios are considered across both FY26 and H1 FY27, with the greater degree of assumption-based improvements and

subsequent volatility in the outer periods commanding more severe downside sensitivities. Sensitivities mapped against the base case

within the downside case are highlighted below:

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

Should the Group see such significant events unfold it has several mitigating actions it can implement to manage its liquidity risk, such as

deferring capital investment spend, deferring or reducing stock intake to match the sales reduction, and implementing further cost

management to maintain a sufficient level of liquidity headroom during the going concern period. The combined impact of the above

downside scenarios and mitigations offers suitable headroom during the going concern period.

Reverse stress tests have also been performed on both the Group’s revenue and gross margin. The tests under consideration hold all

metrics in line with the downside case highlighted above, analysing how far the stress metric would need to decline against the base case

to cause a liquidity event. Such results would have to see over a 20% decline in sales over the base case or an aggregate decline in gross

margin rate from the base case of over 550bps across the entire assessment period. Both are considered remote based on results of

previous significant economic events and recent trading performance, particularly given the significant progress made during FY25

across our strategic priorities.

In assessing the group’s ability to continue as a going concern the Directors have considered climate-related risks as disclosed within the

Sustainability – Planet section on pages 22 to 27. Specifically the disclosed impacts represent unmitigated scenarios that do not reflect

the Group’s proactive risk management or strategic initiatives. Any potential impacts within the going concern period are not considered

material and are significantly lower than the disclosed reasonable worst case that takes into account all matters of which the Group is

currently aware, including potential climate-related impacts, and are within the reverse stress test tolerances. As a result, climate risks

are effectively encompassed within the scenarios already modelled and it is not considered that climate-related risks affect the Group’s

ability to continue as a going concern.

Based on the above, the Directors have concluded that, on the basis of there being liquidity headroom under both the base case and

downside scenarios, and the consideration that the reverse stress test scenario is remote, it is appropriate to adopt the going concern

basis of accounting in the preparation of the Group’s annual financial statements, with no material uncertainty to disclose.

2.3 Climate change within the financial statements

In preparing the Group’s financial statements, consideration has been given to the impact of both physical and transitional climate-related

risks, as described within the Sustainability – Planet section on pages 22 to 27, and how these may impact the financial statements.

The scenarios and time horizons included within the Group’s TCFD disclosures are useful for assessing the Group’s potential climate-

related risks and opportunities, but are based on unmitigated assumptions. This means they explore the potential impacts of climate

change on the business without assuming the implementation of any additional mitigation efforts by either the Group or its stakeholders

(e.g. governments or industries) to reduce the likelihood of these risks being realised. These scenarios are exploratory in nature and are

not predictions or forecasts. They rely on assumptions based on the current understanding of climate trends, recognising that actual

outcomes may vary as policies, technologies, and market responses continue to develop.

The Group has considered the risks within the Delayed Transition scenario, which assumes that global emissions continue to rise until

2030 before a sudden and disruptive policy response is introduced to limit warming to below 2°C. This scenario reflects the most severe

plausible pathway, capturing both the uncertainty associated with limited near-term policy progress and the potential for a later,

disorderly transition. The Net Zero 2050 (1.5°C) scenario has not been considered in preparing the financial statements, as it assumes an

immediate and globally coordinated policy response that is inconsistent with current legislative and industry progress and is therefore

considered highly unlikely to materialise.

It is not believed at this time that these climate-related risks have a material impact on the Group’s financial statements, for which

further narrative has been included within the following notes:

 Going concern – Note 2.2

 Critical accounting judgements and key sources of estimation uncertainty – Note 2.7

 Taxation – Note 9

 Property, plant and equipment – Note 12

 Impairment of non-financial assets – Note 15

 Provisions – Note 21

It is recognised that the uncertainty and complexity of these issues may make it challenging to fully capture their potential impact. The

ongoing assessment of these risks will be refined in future financial statements as they become clearer, taking into account the

requirements of UK-adopted international accounting standards.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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2 Material accounting policies, judgements and estimates cont.

2.4 Basis of consolidation

a) Subsidiaries

Subsidiary undertakings are all entities over which the Group has control. The Group controls an entity where the Group is exposed to,

or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to

direct the activities of the entity. The results of subsidiaries are included in the income statement from the date of acquisition or, in the

case of disposals, up to the effective date of disposal. Intercompany transactions and balances between Group companies are

eliminated upon consolidation.

A list of all the subsidiaries of the Group is included on page 174. All apply accounting policies which are consistent with those of the rest

of the Group.

The Employee Benefit Trust and Link Market Trust Services Limited (the Trusts) are separately administered discretionary trusts, the assets

of which mainly comprise shares in the Company. The assets, liabilities, income and costs of the Trusts are consolidated by the Group.

b) Foreign currencies

Foreign currency transactions

The consolidated financial statements are presented in pound Sterling, which is the ultimate Parent Company’s functional currency.

Transactions in foreign currencies are translated into pound Sterling at the exchange rate on the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate ruling at that date.

Foreign exchange differences arising on translation are recognised in the income statement.

Foreign operations

On consolidation, the assets and liabilities of the Group’s foreign operations are translated into pound Sterling at exchange rates

prevailing at the year-end date. Profits and losses are translated at average exchange rates for the relevant accounting periods.

Exchange differences arising are recognised in the Group statement of comprehensive income/(loss) and are included in the Group’s

translation reserve.

2.5 New accounting standards

The Group adopted the following accounting standards and amendments during the year with no material impact:

 Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback;

 Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, and Non-current liabilities with Covenants; and

 Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements.

New standards and interpretations that are in issue but not yet effective are listed below:

 Amendments to IAS 21 – Lack of Exchangeability;

 Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments;

 IFRS 18 Presentation and Disclosure in Financial Statements;

 IFRS 19 Subsidiaries without Public Accountability: Disclosures; and

 Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture.

The Group has considered the impact of the new standards and revisions that are in issue but not yet effective and have concluded that

they will not have a material impact on the Group’s financial statements, with the exception of IFRS 18 which is under review.

2.6 Alternative Performance Measures (APMs)

In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not

intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not

be directly comparable with other companies’ APMs.

The Directors believe that these APMs provide additional useful information for understanding the financial performance and health of

the Group. They are also used to enhance the comparability of information between reporting periods (such as adjusted profit) by

adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s

performance. Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and

incentive setting purposes.

The income statement shows the items excluded from adjusted profit with a more detailed analysis set out in Note 3. Other APMs that the

Group has focused on in the year are defined and reconciled on pages 175 to 178. All of the APMs relate to the current year’s results and

comparative years.

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2 Material accounting policies, judgements and estimates cont.

2.7 Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Group’s financial statements requires the use of judgements, estimates and assumptions in applying the Group’s

accounting policies to determine the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any

revisions to accounting estimates are applied prospectively. The Audit Committee considers estimates and judgements made by

management, as detailed in the Audit Committee Report on pages 84 to 91.

Critical accounting judgements, apart from those involving estimations, that are applied in the preparation of the consolidated Group

financial statements are discussed below:

 Going concern – refer to Note 2.2

 Identification of adjusting items – refer to Note 3

The identification of lease terms is no longer considered a critical accounting judgement following a reassessment of the Group’s lease

portfolio and reduced complexity in extension and break clause assumptions arising from the decision to vacate the Atlanta fulfilment

centre in 2025 and the Lichfield fulfilment centre in 2024.

The key sources of estimation uncertainty at the reporting year end, that may have a significant risk of causing a material adjustment to

the carrying amount of assets and liabilities within the next financial year are as below:

 Recognition of deferred tax assets – refer to Note 9

 Assumptions in relation to impairment assessment – refer to Note 15

 Inventory provisions – refer to Note 16

Impact of climate change on the Group’s judgements and estimates

In assessing the Group’s judgements and sources of estimation uncertainty, consideration has been given to the impact of climate-

related risks on these. It is not considered that climate-related risks have any material impacts on the Group’s judgements or sources of

estimation uncertainty for the following reasons:

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

3 Adjusting items

Income statement

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

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

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

3 Adjusting items cont.

Cash flow statement

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

Of the net cash outflow in the current year, £7.8m relates to net expenditure incurred in the prior year.

Commercial operating model

In 2023, the Group approved the introduction of a new commercial operating model, which involves a more disciplined approach to intake,

increased speed to market and clearing product more quickly to reduce the Group’s inventory requirement, increase full-price sales and

hence gross margin, and improve customer engagement. To unlock these benefits, the Group has had to clear old stock acquired under

its previous ways of working via clearance routes, with additional costs recognised across 2023 and 2024 of £228.0m relating to

inventory write-downs. The Group is now operating fully on the new model. The amounts recognised this year reflect the clearance of

inventory, including the release of inventory provisions and stronger income per unit of inventory sold through clearance routes.

Property-related costs

In January 2025, the Group announced its intention to vacate the Atlanta fulfilment centre following the completion of the site’s

automation project during the current year. While the site is not yet being actively marketed, the Group has initiated steps to vacate and

mothball the facility. As a result, costs of £179.3m have been incurred during the year (2024: £147.5m related to mothballing the Lichfield

fulfilment centre). These costs are detailed below. Comparative amounts relate to similar costs recognised in the prior year for the

closure of the Lichfield site.

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

a) Impairment of assets following the decision to vacate the site. The recoverable amount for Atlanta was determined to be £nil on the

basis that the site has been mothballed (Lichfield: £nil).

b) Following the decision to vacate the site, management concluded that committed spend to complete the automation project was not

eligible for capitalisation on the basis that it was no longer probable that the spend would result in future economic benefits.

Therefore, the committed spend has been recognised in the income statement. Prior to the decision to vacate, the spend incurred was

considered capital.

c) Onerous contract costs are those costs that the Group is contractually committed to due to being party to a lease on a site agreed to

be exited. Upon initial recognition of such provisions, management uses its best estimates of the relevant costs to be incurred as well

as expected closure dates. This excludes business rates on leased property which are recognised in the year they are incurred.

d) Includes costs associated with vacating sites, such as severance, supplier termination and stock transfers.

e) Reversal of impairment losses previously recognised in 2023, as a result of the reoccupation of a previously vacated office space.

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ASOS Plc Annual Report and Accounts 2025

3 Adjusting items cont.

Other strategic initiatives

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

a) Restructuring costs of £15.7m were recognised during the year as part of the Group’s strategic focus on driving operational

efficiency. These costs reflect a range of reorganisation activities across the business, including changes to leadership structures and

functional realignments.

b) During the year, the Group launched a refinancing exercise of the Convertible Bonds due 2026 and secured an amendment and

extension of its existing facilities with Bantry Bay Capital. The associated debt modification and transaction fees incurred resulted in a

net impact of £2.6m to administrative expenses. Refer to Note 20 for further information.

c) Net gain on disposal of the Topshop/Topman brands to Heartland A/S during the year. The impact of the disposal on the Group’s

accounts is shown below:

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

1 Transaction costs of £1.4m were accrued in the prior year.

d) Included within Other is a charge relating to ongoing legal proceedings in an overseas territory. The Group has previously reported a

contingent liability in relation to this matter. Following constructive engagement with the claimants, management has estimated the

potential cost of settlement.

Amortisation of acquired intangible assets

The amortisation of acquired intangible assets is adjusted for as the acquisition that the amortisation relates to was outside business-

as-usual operations for ASOS. These assets would not normally be recognised outside of a business combination, therefore the

associated amortisation is adjusted.

Additionally included is £3.0m representing the Group’s share of the associate’s post-tax results attributable to the amortisation of

acquired intangible assets.

Unrecognised deferred tax assets

Deferred tax assets of £74.6m were not recognised in the year and were instead recognised in the income statement. Of the amounts

not recognised, £54.9m was attributed to adjusting items. Further information is included in Note 9.

Critical accounting judgements

Identification of adjusting items

In order to provide shareholders with additional insight into the year-on-year performance of the business, an adjusted measure of

profit is provided to supplement the reported IFRS numbers, and reflects how the business measures performance internally.

Adjusting items are those which are significant in amount, either individually or in aggregate, and arise from events or transactions

that are not in the ordinary course of business, and are therefore excluded from adjusted profit measures to provide clearer

comparability between periods.

The assessment of whether to adjust certain items requires judgement, and covers the nature of the item, the cause of its occurrence

and the scale of impact of that item on reported performance and individual financial statement line items, as well as consistency with

prior periods. The same assessment is applied consistently to any reversals of prior adjusting items. Adjusted profit before tax is not

an IFRS measure and therefore not directly comparable to other companies.

Financial Statements

Notes to the Consolidated Financial Statements cont.

135

ASOS Plc Annual Report and Accounts 2025

4 Revenue

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

1 Marketing and other services includes commission and jobber income.

2 Jobber income of £11.6m has been reclassified in the comparative period from Retail sales to Marketing and other services, to conform with the current year’s presentation.

Material accounting policies

Revenue recognition

Revenue arises from the sale of goods and services in the ordinary course of the Group’s activities, net of returns, related discounts

and value added taxes. Revenue is recognised when performance obligations are satisfied, at the transaction price allocated to

that obligation.

Retail sales

Retail sales represent the majority of the Group’s revenue and consist of internet sales. Revenue for goods is recognised on dispatch

to the customer instead of delivery to the customer for practical reasons. The impact of this is assessed at each reporting period and

is immaterial to Group revenue and profits. Where consideration has been received in advance of the performance obligation being

satisfied (such as gift card sales or unshipped sales), a contract liability is recognised.

Returns are provided for as a reduction to revenue when sales are recorded, based on management’s best estimate of the amount

required, taking into account historical trends and past experience. A refund liability is recognised within trade and other payables,

and a separate right of return asset is recognised and included within inventory which represents the right to recover product from

the customer.

Revenue from other services

Revenue from other services relates to premier subscription revenue, marketing revenue earned from the website, commission

revenue, delivery receipt payments, revenue from wholesale sales and jobber income.

Revenue relating to the Group’s ASOS Premier subscription (which spans a year) is recognised on a straight-line basis throughout the

year’s subscription. Revenue from marketing services is recognised as performance obligations are completed in line with the terms

and conditions of each contract.

Commission revenue relates to the sale of third-party products where it has been determined that the Group is acting as an agent.

Sales commission from third parties is recognised when the related goods or services are sold.

In line with retail sales, delivery receipts and wholesale revenue are recognised on dispatch to the customer instead of at delivery.

The impact is not material to the Group’s results.

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ASOS Plc Annual Report and Accounts 2025

5 Segmental analysis

IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reporting on components of the Group

that are regularly reviewed by the Chief Operating Decision-Maker to allocate resources to the segments and to assess their

performance.

The Chief Operating Decision-Maker has been determined to be the Management Committee. It is the Management Committee that

reviews the Group’s internal reporting in order to assess performance and allocate resources across the business. In doing so, the

Management Committee reviews performance across the Group via a number of sources, comprising regular monthly management

accounts, and ad hoc analysis that provides deep dives into different areas, including territory, brands and revenue streams.

In determining the Group’s operating segments, management has considered the level of information which is regularly reviewed by the

Management Committee. Information regularly reviewed by the Management Committee is at a consolidated Group level only, with some

disaggregated revenue information and associated metrics provided for the geographical territories of the UK, the US, Europe and the

Rest of World. However, decisions on resource allocation are not made based on this information. Such decisions are made on ad hoc

analysis, separately provided to the Management Committee, and does not constitute information that is either regularly provided to,

nor reviewed by, the Management Committee. As a result, it has been concluded that the Group has only one operating segment (the

Group level).

The following sets out the Group’s revenue in the key geographic markets in which customers are located:

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

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

1 Excludes derivative financial assets and deferred tax assets.

Due to the nature of its activities, the Group is not reliant on any individual major customers.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

6 Operating loss

Operating loss is stated after charging/(crediting):

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

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

Costs relating to the audit of the Parent Company are borne by ASOS.com Limited. The policy for the approval of non-audit fees is set

out in the Audit Committee Report on pages 84 to 90. Costs related to non-audit services provided by the Group’s auditors were £0.2m

(2024: £1.0m).

7 Employee costs

7.1 Employee benefit expenses

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

7.2 Average employee numbers (including Directors)

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

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

138

ASOS Plc Annual Report and Accounts 2025

8 Finance income and expenses

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

Material accounting policies

Finance income and expenses are recognised in the consolidated income statement for financial instruments measured at amortised

cost, using the effective interest rate method.

Finance expenses directly attributable to the acquisition or construction of qualifying assets are capitalised. Qualifying assets are

those that necessarily take a substantial period of time to prepare for their intended use.

9 Taxation

9.1 Income statement

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

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

9 Taxation cont.

Reconciliation of tax credit

The effective tax rate of (6.0%) (2024: 10.7%) is lower than (2024: lower than) the rate of corporation tax in the UK of 25.0% (2024: 25.0%).

The differences are explained below:

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

Expenses not deductible for taxation purposes includes £4.0m in respect of non-capitalised asset spend following the decision during the

year to vacate the Atlanta fulfilment centre. Refer to Note 3 for further information.

Pillar two disclosures

2025 is the first year that ASOS falls within the scope of the Pillar Two income taxes legislation. Under this legislation, the Parent

Company is required to pay, in the UK, top-up tax on profits of its subsidiaries and any UK profits that are taxed at an effective tax rate

below 15%. This legislation is not anticipated to have a material impact on the financial position of the Group, as the jurisdictions in which

the Group operates, including the UK, apply tax rates above 15%.

For the year ended 31 August 2025, the transitional safe harbour provisions apply, and no top-up taxes have arisen. The Group continues

to assess the impact of the Pillar Two income taxes legislation on its future financial performance, and has not recognised any deferred

tax assets or liabilities related to Pillar two income taxes, in accordance with the temporary exception issued by the IASB in May 2023.

9.2 Tax recognised in other comprehensive income

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

9.3 Tax recognised in the statement of changes in equity

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

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ASOS Plc Annual Report and Accounts 2025

9 Taxation cont.

9.4 Deferred tax analysis

The movements in deferred tax assets and liabilities during the year, prior to the offsetting of the balances within the same tax jurisdiction,

are shown below:

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

The other deferred tax liability comprises:

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

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

the deferred tax balances (after offset):

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

9.5 Climate change

The Group has considered the potential impacts of climate risks as disclosed within the Sustainability – Planet section on pages 22 to 27.

While estimated impacts to either revenue or costs (and therefore profit) are noted, they are significantly lower than the existing risk

adjustments already applied (refer to the key sources of estimation uncertainty – recognition of deferred tax assets section on the

following page for further information), which are used to factor in a range of uncertainties and financial sensitivities, including potential

climate-related impacts. As a result climate risks are effectively encompassed within the broader risk adjustments already applied, and

it is not considered that climate change-related risks result in any changes to the recognition of deferred tax assets.

Financial Statements

Notes to the Consolidated Financial Statements cont.

141

ASOS Plc Annual Report and Accounts 2025

9 Taxation cont.

Material accounting policies

Current tax

Current tax is accounted for on the basis of tax laws enacted or substantively enacted at the balance sheet date. Current tax is

charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income.

Deferred tax

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts

of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised based

on the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to the

income statement, except when it relates to items charged or credited directly to equity or other comprehensive income.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the

extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such

assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Current and deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against

current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority, on

either the taxable entity or different taxable entities, and where there is an intention to settle the balances on a net basis.

Key sources of estimation uncertainty

Recognition of deferred tax assets

In accordance with IAS 12 Income Taxes, the Company recognises deferred tax assets to the extent that it is probable that future

taxable profit will be available, against which the deductible temporary differences and the carry-forward of unused tax losses can

be utilised. In line therefore with the judgements and estimates disclosed with going concern (refer to Note 2.2) and impairment (refer

to Note 15), the recognition of deferred tax assets requires the Group to make significant estimates about the future profitability of

its operations.

In determining the amount of deferred tax assets recognised, management makes estimates of future taxable profits and the

likelihood of their being recovered within a reasonably foreseeable timeframe, being a minimum of five years, aligned to the Group’s

strategic planning process. In making these estimates, management considers the current and projected financial performance of the

Group, including profit margins, revenue growth, and cost management strategies, which are derived from management forecasts

and consistent with those used as part of the Group’s going concern and impairment assessments. Risk adjustments are then applied,

with a greater adjustment applied to periods where there is less evidence of profits, in particular, those further in the future. The

Group also considers the timing and amount of deductible temporary differences. As at 31 August 2025, the Group has net deferred

tax assets of £171.6m, of which £44.7m have been recognised. Deferred tax assets relating to temporary differences and unused tax

losses of £507.9m (£126.9m tax effected) have not been recognised.

The deferred tax assets have no expiry date and the Group believes that it is probable that future taxable profits, together with

the reversal of existing temporary differences, will be sufficient to utilise the recognised deferred tax assets, however actual

outcomes could differ from these estimates due to changes in the factors mentioned above. A movement of +/-10% in forecast

taxable profits would increase/(decrease) the amount of deferred tax assets recognised by £6.7m/£(6.4m), and is considered a

reasonable possible change.

The unrecognised deferred tax assets relate to losses on a mix of adjusted and non-adjusted items. Therefore, the £74.6m charge

relating to unrecognised deferred tax assets has been apportioned between adjusted and reported profit in proportion to the total

tax losses arising within each category, with £54.9m recognised outside adjusted profit, and £19.7m within adjusted profit.

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10 Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Parent Company ASOS Plc by the weighted

average number of ordinary shares in issue during the year. Own shares held by the Employee Benefit Trust and Link Market Trust are

excluded from the weighted average number of ordinary shares.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue for the effects of all

potentially dilutive ordinary shares. However, as the Group incurred a loss during the year, the impact of potential ordinary shares is

anti-dilutive and therefore has not been included in the calculation of diluted loss per share. As a result, basic and diluted loss per share

are the same for the current year.

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

11 Goodwill and other intangible assets

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

Intangible assets under construction relates to spend on software-based projects, including the enhancement of the Group’s mobile

apps/website, and other software. No individual projects are material in value.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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11 Goodwill and other intangible assets cont.

Material accounting policies

Goodwill

Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group’s share of the

net identifiable assets of the business combinations at the date of acquisition. Goodwill is considered to have an indefinite useful life.

Goodwill is tested for impairment annually and again whenever indicators of impairment are detected and is carried at cost less any

provision for impairment.

Brands and customer relationships

Acquired brands and customer relationships are initially recognised at fair value as part of a business combination. These are

subsequently amortised based on their expected useful lives on a straight-line basis. Amortisation is included within administrative

expenses in the consolidated income statement. These assets are assessed for impairment if there is a triggering event. Any

impairment in value is charged to the consolidated income statement in the year in which it occurs. Acquired brands and customer

relationships relate to the HIIT and Miss Selfridge brand names and wholesale customer relationships acquired from the Arcadia

Group and are amortised over their expected useful lives of between 8 and 30 years.

Software

Capitalised software development costs are stated at historic cost less accumulated amortisation and impairment. Amortisation is

calculated on a straight-line basis over the assets’ expected economic lives of between 3 to 15 years and recognised within

administrative expenses in the consolidated income statement.

The cost of acquiring and developing software that is not integral to the related hardware is capitalised separately as an intangible

asset. This does not include internal website development and maintenance costs, which are expensed as incurred unless representing

a technological advance leading to future economic benefit. Capitalised software costs include external direct costs of material and

services and the payroll and payroll-related costs for employees who are directly associated with the project.

For Software as a Service (SaaS) arrangements configuration and customisation costs are capitalised in the following instances as

intangible assets within software:

 The Group has both a contractual right to take possession of the software at any time without significant penalty, and the ability to

run the software independently of the host vendor.

 The costs incurred meet the definition of and recognition criteria for an intangible asset. This includes, for example, the

development of software code that enhances or modifies, or creates additional capability to, existing systems controlled by

the Group.

Where these conditions are not met, costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud

provider’s application software, are recognised as operating expenses when the services are received.

Assets under construction

Software under development is held at cost less any recognised impairment loss.

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12 Property, plant and equipment

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

Refer to Note 3 for details of impairments.

12.1 Interest capitalised

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

The accumulated capitalised interest held within net book value is £nil at year end, following the impairment of the Atlanta fulfilment

centre which was the only qualifying asset containing capitalised interest.

12.2 Climate change

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. This includes

consideration over climate-related risks which may impact the useful lives of the Group’s assets, such as the impact of acute weather

events on fulfilment centres. During the period, no changes were made to the remaining useful lives of the Group’s assets as a result of

climate-related risks.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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12 Property, plant and equipment cont.

Material accounting policies

Carrying value

Property, plant and equipment is stated at historical cost less accumulated depreciation and any recognised provision for impairment.

Capital work in progress is held at cost less any recognised provision for impairment. Cost includes the original purchase price of the

asset and the costs attributable to bringing the asset to its working condition for intended use.

Depreciation

Property, plant and equipment is depreciated on a straight-line basis to its residual value over its anticipated economic useful life of:

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

Impairment

Property, plant and equipment are tested for impairment in accordance with the policy for impairment of non-financial assets

disclosed in Note 15.

13 Leases

The Group currently holds leases for its fulfilment centres and office space. Leases typically run for terms of between 10 and 20 years

and may include break clauses or options to renew beyond the non-cancellable period. The majority of the Group’s leases are subject to

market review, usually every 5 years.

13.1 Right-of-use assets

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

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

13.2 Lease liabilities

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

Remeasurements / modifications to the lease liability balance are primarily driven by lease term reassessments during the year, as the

Group reassessed its likelihood to exercise certain extension options, including those relating to the Atlanta fulfilment centre.

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13 Leases cont.

13.3 Maturity analysis for lease liabilities

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

Material accounting policies

Right-of-use assets

Right-of-use assets are recognised at cost on the commencement date of the lease, when the underlying asset is available for use. The

cost of right-of-use assets comprises the amount of lease liabilities recognised, any initial direct costs incurred, lease payments made

at or before the commencement date and less any lease incentives received. Right-of-use assets are subsequently measured at cost,

less any accumulated depreciation and impairment losses, and adjusted for any subsequent remeasurement of lease liabilities and

dilapidation provisions.

The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the

lease term.

Lease liabilities

Lease liabilities are recognised on the commencement date of the lease and are measured at the present value of lease payments to

be made over the lease term, discounted using an incremental borrowing rate (IBR) at the lease commencement date.

The lease payments include fixed payments and variable lease payments that depend on an index or a rate (using the relevant rate at

the commencement date of the lease), less any lease incentives receivable. Any variable lease payments that do not depend on an

index or a rate are recognised as an expense in the year in which the event or condition that triggers the payment occurs, however the

Group currently has no such variable lease payments. Contracts may contain both lease and non-lease components, in which case the

Group allocates the consideration in the contract to the different components based on their relative stand-alone prices.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to

extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease (a break clause),

if it is reasonably certain not to be exercised.

After the commencement date of the lease, the lease liability is subsequently measured by increasing the carrying amount to reflect

interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments

made. The carrying amount of lease liabilities is remeasured when there is a change in the future lease payments due to a change in

the lease term such as a recognition of an extension or break option, a change in the fixed lease payments or a change in the

assessment to purchase the underlying asset.

Short-term leases and low value assets

Payments associated with short-term leases and leases of a low value are recognised on a straight-line basis as an expense in the

profit or loss, in line with the practical expedient of IFRS 16 Leases. Short-term leases are leases with a term of 12 months or less.

Low-value leases mainly comprise IT equipment.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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14 Investments in associates

During the year, the Group sold the intellectual property relating to the Topshop/Topman (TSTM) brands to 24.8.2024 Limited (IPCO),

a UK-incorporated company and subsidiary of Heartland A/S – a related party of the Group. As part of the transaction, the Group

received cash proceeds of £135.0m and a 25% equity interest in IPCO, valued at £45.0m. The remaining 75% interest in IPCO is held by a

subsidiary of Heartland A/S. The Group also holds one representative Director position on the IPCO Board.

IPCO holds the TSTM brand assets and has granted a licence to ASOS.com for 10 years (extendable up to 25 years at ASOS’ discretion),

pursuant to which ASOS.com has the exclusive right to continue to design TSTM products (subject to de minimis rights to design local

products) for global distribution and to sell TSTM products through the ASOS.com website in consideration for a royalty fee. ASOS also

has the right to operate Topshop.com and Topman.com globally, and has been granted exclusive wholesale distribution rights in the UK

and North America, while the purchasing entity retains the rights to open branded stores globally and distribute through wholesale

partners outside of the UK and North America.

The Group is considered to have the ability to significantly influence, but not control or jointly control, the financial and operating

decisions of IPCO through its equity interest and board representation. The investment in IPCO has therefore been classified as an

associate, initially recognised at cost of £45.0m and subsequently accounted for using the equity method. The share of net profit/(loss)

from the associate is recognised within other income.

The following sets out the summarised financial information in respect of IPCO:

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

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

1 Included in loss for the year is £(3.0m) in adjusting items relating to amortisation of acquired intangible assets. Refer to Note 3 for further information.

The following sets out the movement in the carrying amount of investments in associates:

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

Material accounting policies

Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are

accounted for using the equity method and are initially recognised at cost. The carrying amount is subsequently adjusted to reflect

the Group’s share of post-acquisition profits or losses and other comprehensive income. Dividends received from associates reduce

the carrying amount of the investment.

Where the Group’s share of losses exceeds its interest in an associate, the investment is reduced to nil, and further losses are

recognised only to the extent that the Group has a legal or constructive obligation to fund them. The carrying value of investments in

associates is assessed for impairment whenever indicators of impairment are identified.

15 Impairment of non-financial assets

15.1 Inputs and assumptions

Cash-generating units

Cash-generating units (CGUs) are deemed the smallest group of assets that independently generate cash inflows and are independent

of the cash flows generated by other assets. It was determined that the Group only has one CGU (the Group level) on the basis that the

majority of assets within the Group are shared (i.e. software assets that support the entire Group) and therefore unable to be allocated

on a reasonable or consistent basis in any other way.

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15 Impairment of non-financial assets cont.

Composition of CGU

For impairment testing purposes, the CGU comprises the following:

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

Assets relating to the Atlanta fulfilment centre were tested separately and excluded from the above due to the decision during the year

to vacate the site. Refer to Note 3 for further information.

Identification of impairment indicator

Given the reported loss recognised during the year, combined with the volatility within the macroeconomic environment, an indicator of

impairment was deemed to exist.

Approach and assumptions

The recoverable amount for the CGU has been determined using a value-in-use calculation which is based upon the cash flows expected

to be generated, derived from the latest budget and forecast data which are reviewed by the Board, and consistent with those used for

the Group’s going concern and viability assessments. Budget and forecast data reflect both past experience and future expectations of

market conditions. The key assumptions in measuring the value-in-use are as follows:

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

15.2 Outputs

Outside of specific impairments recognised during the year in relation to sites identified for exit as disclosed in Note 3, no further

impairments were identified as a result of the impairment review described above, with headroom noted of c.£103m (2024: c.£600m).

15.3 Climate change

The Group’s scenario analysis performed in the Sustainability – Planet section (pages 22 to 27) identifies a number of physical and

transitional climate-related risks that could impact both revenue and costs for the Group, and cover scenarios including:

 Current Policy – assumes no strengthening of current climate policies, leading to high physical risks and minimal mitigation;

 Delayed Transition – assumes emissions continue to rise until 2030 before a sudden and disruptive policy response is introduced to limit

warming to below 2ºC; and

 Net Zero 2050 – assumes global warming is limited to 1.5ºC through stringent and coordinated global climate policies.

For the purpose of impairment sensitivities, the Group has modelled the Delayed Transition scenario, which assumes that global emissions

continue to rise until 2030 before a sudden and disruptive policy response is introduced to limit warming to below 2°C. This scenario

reflects the most severe plausible pathway, capturing both the uncertainty associated with limited near-term policy progress and the

potential for a later, disorderly transition. The Net Zero 2050 (1.5°C) scenario has not been considered in preparing the financial

statements, as it assumes an immediate and globally coordinated policy response that is inconsistent with current legislative and

industry progress, and is therefore considered highly unlikely to materialise.

Under the Delayed Transition scenario, the Group’s value-in-use decreased by approximately £78.0m, resulting in residual headroom of

£24.6m. The sensitivity is exploratory in nature and based on unmitigated assumptions that do not reflect management actions, future

mitigation measures, or strategic adaptation initiatives that could be implemented under such circumstances.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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15 Impairment of non-financial assets cont.

Material accounting policies

Goodwill

Goodwill is not amortised but is reviewed for impairment at least annually (or more frequently where there is an indication that the

asset may be impaired) by assessing the recoverable amount of each CGU, or group of CGUs, to which the goodwill relates.

Impairment is assessed by measuring the recoverable amount of the CGU, calculated as the higher of fair value less cost to dispose

and value-in-use. Where the carrying value of the CGU exceeds the recoverable amount an impairment loss is recognised in the

income statement. The impairment charge is allocated first against goodwill and then pro-rata over other assets within the CGU

by reference to the carrying amount of each remaining asset in the unit. Impairment losses recognised for goodwill are not

subsequently reversed.

Goodwill at ASOS predominantly relates to that recognised as part of the acquisition of Arcadia and is monitored on an entity-wide

basis at the reporting segment level as a singular CGU, the ASOS Group CGU.

Other non-financial assets

Property, plant and equipment (PPE), right-of-use assets, and finite-lived intangible assets are assessed on an ongoing basis to

determine whether there is an indication that the net book value is no longer supportable. If any such indication exists, the recoverable

amount of the asset, being the higher of its fair value less costs to dispose and its value-in-use, is estimated in order to determine the

extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group

estimates the recoverable amount of the CGU to which the asset belongs.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or

CGU is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement.

Where an impairment loss on other non-financial assets subsequently reverses, the carrying amount of the asset (or CGU) is

increased to the revised estimate of the recoverable amount, but so that the increased carrying amount does not exceed the carrying

amount that would have been determined if no impairment loss had been recognised for the asset (or CGU) in prior periods. A reversal

of an impairment loss is recognised immediately as a credit to the Group income statement.

Key sources of estimation uncertainty

Assumptions in relation to impairment assessment

Of the assumptions used in the assessment, the value-in-use calculations are most sensitive to changes in the discount rate, the

long-term growth rate and forecast cash flows (comprising revenue, gross margin and fixed overheads). Cash flows are derived from

forecasts reviewed by the Board, and in line with those used for the going concern and viability assessments which assume sales

growth rates gradually improve vs. the FY25 exit rate, trending towards mid-single digit growth after 18 months which is then

sustained for the remainder of the plan. Improvements in adjusted gross margin of at least 100bps vs FY25 to 48% to 50% are

assumed during FY26 with FY27 & FY28 continuing at around 50% level.

A sensitivity analysis for reasonable possible changes in assumptions was conducted on the impairment tests, where management

assessed a scenario in which the revenue growth rates within the five-year forecast cash flows (being the most sensitive assumption)

were reduced by half. To reflect this adjustment, a corresponding reduction in variable costs and cost of sales was modelled to

maintain gross margin percentage in line with original forecasts. Under this sensitivity scenario, an impairment of approximately

£207m would be recognised.

The following table shows the amount by which the assumptions would have to change to make the recoverable amount equal to the

carrying value to show the headroom sensitivity. It is not considered that a reasonable possible change in the discount rate, fixed

overheads nor the long-term growth rate would cause an impairment, therefore they are not included below.

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

1 Applied to the Group five-year plan period

2 Applied to all years within the assessment period

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16 Inventories

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

The carrying value of inventories includes a £37.2m (2024: £49.2m) right to recover asset in relation to the inventory expected to be

received back from customers as returns. The amount of inventories recognised as an expense and charged to cost of sales for the year

was £1,311.1m (2024: £1,743.3m).

Material accounting policies

Inventories

Inventories comprise goods held for resale and are valued at the lower of cost and net realisable value using the weighted average

cost basis. Cost comprises the purchase price and any other directly attributable costs incurred in bringing the inventories to the

present location and condition, less trade discounts and rebates. Net realisable value is the estimated selling price in the ordinary

course of business less variable selling expenses.

Key sources of estimation uncertainty

Inventory provisions

The Group maintains net realisable value provisions for inventory sold via the Group’s website based on forecast loss rates and for

inventory expected to be sold offsite via clearance routes at the end of its lifecycle. The provisions write inventory down to its net

realisable value, being expected income less any related selling costs, and reflect both historical trends and current and forecast

economic conditions.

The provisions are calculated using estimates of loss rates and website sell-through rates, both of which are calculated based on

historical data from the prior 12 months’ sales when categorising the stock by age banding. Provisions recognised are net of any

expected proceeds to be received. The provisions are therefore most sensitive to the following assumptions:

 Forecast loss rates

 Forecast sell-through rates

 Offsite sales price assumptions

The movements in the Group’s provisions based on reasonable possible changes to the above assumptions are as follows:

Inventory provisions are adjusted at each reporting period end rather than throughout the year to ensure inventory is not carried at

an amount greater than net realisable value. Write-downs and write-backs of inventory balances are therefore represented by net

movements in the inventory provision.

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

Financial Statements

Notes to the Consolidated Financial Statements cont.

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17 Trade and other receivables

17.1 Analysis of trade and other receivables

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

Included within accrued income and other receivables are amounts relating to supplier rebates on inventory purchases totalling £1.6m

(2024: £2.0m). Remaining accrued income predominantly comprises unbilled services for which the Group has satisfied the performance

obligation within the contract.

The Group’s exposure to credit risk is minimal, reflecting the nature of its customer base and settlement methods. The majority of

transactions are settled via cash or secure electronic means, and credit terms are only extended following individual credit assessments.

No material credit losses have been incurred in the current or prior year.

Material accounting policies

Trade and other receivables

Trade receivables are non-interest bearing and are stated at invoice value less an allowance for expected credit losses. The Group

applies the simplified approach under IFRS 9 Financial Instruments, with adjustments for factors specific to each receivable, including

aging, historical loss experience, and known credit issues.

18 Cash and cash equivalents

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

Cash and cash equivalents includes uncleared payment provider receipts of £48.8m, which are typically received within three business

days (2024: £68.8m).

Included within cash and cash equivalents is £11.6m (2024: £8.1m) of cash collected on behalf of partners of the Direct-to-Consumer

fulfilment proposition (Partner Fulfils) and ASOS Fulfilment Services (AFS). ASOS Payments UK Limited and the Group are entitled to

interest amounts earned on the deposits and amounts are held in a segregated bank account that is settled on a monthly basis.

Material accounting policies

Cash and cash equivalents

Cash and cash equivalents include cash in hand and bank, money market fund investments, and short-term deposits with original

maturities of three months or less.

The Group presents its cash flow statement using the indirect method, whereby profit is reconciled to net cash from operating

activities by adjusting profit and loss for non-cash items. The Group has chosen to present interest received as cash flows from

investing activities because they are returns on the Group’s investments.

Interest paid on borrowings and leases is presented within cash flows from financing activities as they are held for cash management

purposes, as are cash payments for the principal element of lease liabilities.

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19 Trade and other payables

19.1 Analysis of trade and other payables

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

Trade payables comprise amounts owed in relation to inventory purchases. Other payables comprise amounts owed in relation to all

other purchases.

19.2 Deferred revenue

Contract liabilities represent consideration received for performance obligations not yet satisfied and relate to gift card liabilities where

the majority of the liability is expected to be settled within a year, customer orders not yet shipped, and premier subscriptions.

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

Material accounting policies

Trade and other payables

Trade and other payables are non-interest bearing and are recognised initially at fair value and subsequently measured at amortised

cost using the effective interest rate method.

20 Borrowings

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

Convertible bonds due 2026

On 16 April 2021 the Group issued £500m of convertible bonds. The unsecured instruments paid a coupon of 0.75% until April 2026, or the

conversion date, if earlier. The initial conversion price was set at £79.65 per share.

During the year, on 19 September 2024, the Group launched a refinancing exercise of the Convertible Bonds due 2026 as follows:

 £253.0m was exchanged into new Convertible Bonds due 2028;

 £173.4m of the Convertible Bonds due 2026 was accepted for repurchase at a discount to par of 15%; and

 As a result, £73.6m remains in the Convertible Bonds due 2026.

The new Convertible Bonds were issued at par and carry a fixed annual coupon of 11%, payable semi-annually in arrears. The initial

conversion price has been set at £79.65, in line with the Convertible Bond due 2026. The bonds will be redeemed on 19 September 2028,

unless previously converted, exchanged, redeemed or purchased and cancelled in accordance with the terms and conditions of the

bonds, at a redemption price of 120% of the principal amount.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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20 Borrowings cont.

Term loan

In May 2023, the Group entered into a £200m senior term loan and a £75m super senior revolving facility (together the Facilities) with

specialist lender Bantry Bay Capital Limited through to April 2026, with the optionality to further extend to May 2028 subject to meeting

lender requirements. Both the senior term loan and RCF (when drawn) bear interest at a margin above SONIA. The amount available in

relation to the RCF is determined by reference to a calculated borrowing base (derived from inventory and intellectual property, both

with certain adjustments applied) less the amount borrowed under the term loan. At the year end this was £nil. The RCF incurs

commitment fees at a market rate and is currently undrawn.

The Facilities carry a fixed and floating charge over all assets of the following chargors in the Group – ASOS Plc, ASOS.com Limited, ASOS

Intermediate Holdings Limited, Mornington & Co (No. 1) Limited and Mornington & Co (No. 2) Limited.

During the year, on 5 September 2024, the Group secured an amendment and extension of the existing facilities agreement with Bantry

Bay to May 2027 with an option for a 12-month extension. As part of this, £50m of the term loan was repaid, with a corresponding

increase in the available accordion facility.

In November 2025, the Group entered into agreements to refinance its term loan facilities. Refer to Note 29 for further information.

Nordstrom loan

On 12 July 2021 the Group announced a strategic partnership with Nordstrom, a US-based multi-channel retailer, to drive growth in North

America. As part of this venture, Nordstrom purchased a minority interest in ASOS Holdings Limited which held the Topshop, Topman,

Miss Selfridge and HIIT brands in exchange for £10 as well as providing a £21.9m loan, partially repaid in the prior year. The loan attracts

interest at a market rate of 6.5% per annum. An additional repayment of £13.3m was made during the year.

The remaining loan balance of £6.5m was repaid after the balance sheet date.

Impact of refinancing on the Group accounts

The impact of the refinancing activities during the year on the Group’s financial statements are shown below:

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

1 The total refinancing impact to the income statement is made up of an £11.6m gain on refinancing of the convertible bonds and £9.0m loss on refinancing of the term loan.

Material accounting policies

Convertible debt

Convertible bonds are classified as compound instruments, consisting of a liability and an equity component. At the date of issue, the

fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt, and is

subsequently recorded at amortised cost using the effective interest method until extinguished on conversion or maturity of the

bonds, and is recognised within borrowings. The difference between the proceeds of issue of the convertible bond and the fair value

assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in

equity as a separate category.

Issue costs are apportioned between the liability and equity components of the convertible bonds where appropriate based on their

relative carrying values at the date of issue. The portion relating to the equity component is charged directly against equity.

Other loans and borrowings

Interest-bearing bank loans and overdrafts are initially recorded at fair value, net of attributable transaction costs, and subsequently

recorded at amortised cost using the effective interest method until extinguished.

Arrangement costs for loan facilities such as the Group’s term loan are capitalised and amortised on a straight-line basis over the

term of the facility.

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21 Provisions

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

Dilapidation provisions

Dilapidations are recognised where there is a present obligation to repair and restore leased properties to their preoccupancy state at

the end of the lease term. They are measured at the present value of the expenditures expected to be required to settle the obligation,

calculated using a nominal pre-tax annual discount rate, based on government bond yields of an appropriate tenure within the country

that the lease is held. No adjustments are made to the discount rate for inflation as inflationary increases are already included in the

undiscounted cash flows. Similarly, risk is also considered when determining the cash flows, therefore no adjustments are made to the

discount rate for risk. The discount rates used range from 3.1% to 4.5% (2024: 2.5% to 4.3%).

The timing of forecast cash outflows is linked to the underlying lease expiry dates, with the next most significant outflow anticipated to

occur in 2028. Whilst there is inherent uncertainty in terms of the quantum of cash outflows expected, they represent management’s

best estimates for individual properties, with reference to previous experience and size of leased property. It is not considered that there

is a significant risk of material adjustment to the carrying amounts of dilapidation provisions due to such estimates, and therefore they

are not disclosed as a significant source of estimation uncertainty to the Group.

Onerous occupancy provisions

Where the Group no longer operates from a leased property, onerous property contract provisions are recognised for the least net cost

of exiting from the contract. The amounts provided are based on the Group’s best estimates of the likely committed outflows and site

closure dates. These provisions do not include rent in accordance with IFRS 16 Leases, nor business rates, however do include unavoidable

costs related to the lease such as service charges and insurance.

Cash flows are discounted to present value using a nominal pre-tax annual discount rate, based on government bond yields of an

appropriate tenure within the country that the lease is held. No adjustments are made to the discount rate for inflation as inflationary

increases are already included in the undiscounted cash flows. As the cash flows are known due to being contractual, the discount rate is

not adjusted for risk. The discount rates for onerous occupancy provisions are 4.1% to 4.8% (2024: 4.0%).

Where the Group is able to exit lease contracts before the expiry date or agree sublets, this results in the release of any associated

property provisions. Such events are subject to the agreement of landlords, therefore the Group makes no assumptions on the ability to

either exit or sublet a property until a position is agreed. Utilisation of the above amounts is expected to be incurred in conjunction with

the profile of the leases to which they relate. Refer to Note 3 for more detail on the amount recognised in the year. Whilst all provisions

are sensitive to the discount rate used, given they are derived from government bond yields, it is not considered that there is a significant

risk of a reasonable possible change resulting in a material movement in the provisions.

Climate change

The Group remains committed to its stated climate goals and takes into consideration the potential impact of climate change on its legal

and constructive obligations, including compliance with carbon emissions regulations and environmental liabilities. Following a thorough

review of its provisions, the Group has determined that no adjustments are necessary for climate-related risks, and no new provisions

need to be recognised for climate-related matters at this time.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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21 Provisions cont.

Material accounting policies

Provisions

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The

increase in the provision due to passage of time is recognised as interest expense. Provisions for onerous contracts are recognised

when the Group believes that the unavoidable costs of meeting or exiting the contract exceed the economic benefits expected to be

received under the contract.

22 Share capital, share premium and other reserves

22.1 Share capital and share premium

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

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

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

22.2 Employee Benefit Trust

The provision of shares to satisfy some of the Group’s share incentive plans is facilitated by the Group’s Employee Benefit Trust and Link

Market Services Trustees Limited (the Trusts). Investment in own shares are recorded at cost, net of directly attributable costs for the

purchase of issued, or issuance of new shares, and recognised within equity (within retained earnings). The costs of operating the Trusts

are borne by the Group and are not material.

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

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ASOS Plc Annual Report and Accounts 2025

22 Share capital, share premium and other reserves cont.

22.3 Other reserves

The table below sets out the movements in other reserves:

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

Material accounting policies

Share capital and share premium

Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

Cash flow hedge reserve

The cash flow hedge reserve represents the effective portion of gains or losses on derivatives designated as, and that qualify as, cash

flow hedges. Amounts are transferred to the balance sheet and included within the initial cost of the asset which is being hedged, or to

the income statement, as appropriate.

Currency translation reserve

The currency translation reserve accumulates foreign exchange differences arising on the translation of net assets in foreign

operations which are recognised in other comprehensive income. The cumulative amount is reclassified to retained earnings when the

related investment is disposed.

Convertible bond reserve

The convertible bond reserve represents the equity components of the £73.6m Convertible Bonds due 2026 and the £253.0m

Convertible Bonds due 2028.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

23 Financial risk management

The Group’s Treasury function seeks to reduce exposures to capital risk, liquidity risk, credit risk, interest rate risk and foreign currency

risk, to ensure liquidity is available to meet foreseeable needs by investing cash assets safely and profitably. The Group does not engage

in speculative trading in financial instruments and transacts only in relation to underlying business requirements. The Group’s treasury

policies and procedures are reviewed annually with material changes approved by the Audit Committee.

23.1 Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide

returns for shareholders and benefits for other stakeholders through an appropriate balance of debt and equity funding, while

maintaining sufficient headroom. There have been no changes to capital risk management policies during the year. Refer to Note 27 for

the value of the Group’s net debt, and the consolidated statement of changes in equity for the value of the Group’s equity.

The Board can manage the Group’s capital structure by diversifying the debt portfolio, issuing new shares or repurchasing shares in the

open market and flexing capital expenditure. From time to time, the Employee Benefit Trust may purchase shares in the Company from

the open market for the purpose of satisfying awards under the Group’s employee share plans, however the Group does not currently

operate a defined share buy-back plan.

23.2 Liquidity risk

Liquidity risk is the risk that the Group may be unable to meet its financial obligations as they fall due.

The Group manages its exposure to liquidity risk by continuously monitoring short and long-term forecasts and actual cash flows,

ensuring it has the necessary banking and reserve borrowing facilities available to meet the requirements of the business. At 31 August

2025, the Group was fully drawn on the £150.0m term loan with Bantry Bay with a maturity of May 2027. Borrowings under the term loan

bear interest at a rate linked to SONIA.

The Group has issued £73.6m of Convertible Bonds due April 2026 and £253.0m of Convertible Bonds due September 2028, paying a

fixed annual coupon of 0.75% and 11.0%, respectively. The Convertible Bonds due 2028 will be redeemed at a redemption price of 120% of

the principal amount, unless previously converted, exchanged, redeemed or purchased and cancelled in accordance with the terms and

conditions of the bonds.

Surplus cash is invested with relationship banks and money market funds to optimise returns, whilst also considering counterparty risk

and business liquidity requirements.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period to the

contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows or an estimate of cash flows

in respect of floating interest rate liabilities.

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

1 Excludes deferred revenue and any amounts in relation to taxation.

The maturities of lease liabilities are disclosed separately in Note 13.

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ASOS Plc Annual Report and Accounts 2025

23 Financial risk management cont.

23.3 Credit risk

Credit risk is the risk that a counterparty may default on its obligation to the Group in relation to lending, hedging, settlement and other

financial activities. The Group’s principal financial assets are trade and other receivables, financial derivatives, and cash and cash

equivalents. The Group’s credit risk is primarily attributable to its trade and other receivables and financial counterparties. The amounts

included in the consolidated balance sheet are net of allowances for doubtful receivables.

The Group has a low retail credit risk due to transactions being principally of high volume, low value and short maturity. The Group’s trade

receivables are primarily with companies with which the Group has long-standing relationships, and wholesale suppliers, and therefore

the risk of default and write-offs due to bad debts is considered to be low.

The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and customers.

The credit risk on liquid funds is considered to be low, as the Group Treasury Policy limits the total value that can be placed with each

approved counterparty to minimise the risk of loss.

The Group considers its maximum exposure to credit risk to be as follows:

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

1 Trade and other receivables excludes prepayments and VAT receivables.

23.4 Interest rate risk

Interest rate risk is the risk of increased costs arising from adverse movements in interest rates. Interest on financial instruments is

classified as fixed rate if interest resets on the instruments are less frequent than once every 12 months. Interest on financial instruments

is classified as floating rate if interest resets on the instruments occur every 12 months or more frequently.

The Group is exposed to cash flow interest rate risk on the £150.0m term loan, which incurs interest linked to SONIA. The Group’s

remaining borrowings pay fixed coupons.

The mix of the Group’s financial assets and liabilities at the balance sheet date are as follows:

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

The Group considers that a 100bps movement in interest rates is a reasonable measure of volatility. The sensitivity analysis has been

prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt portfolio are all constant as

at 31 August 2025. The sensitivity of floating rate balances to a change of 100bps in the interest rate (or such lesser amount as would

result in a zero rate of interest) at the balance sheet date is shown below:

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

23.5 Foreign currency risk

The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in Euros

and US Dollars as well as on US Dollar denominated purchases. The Group’s presentational currency is pound Sterling, therefore the

Group is also exposed to foreign currency translation risks due to movements in foreign exchange rates on the translation of non-sterling

assets and liabilities.

The primary use of forward exchange and option contracts for sales and inventory purchases per the Group’s hedging policy is to hedge

material currency exposures with layered hedges over an 18-month period, with up to 100% coverage of the net unmatched exposure for

the six months immediately preceding the forecast cash flows, and coverage decreasing between months seven and 18. These forward

foreign exchange contracts are classified as Level 2 derivative financial instruments under IFRS 13 Fair Value Measurement.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

23 Financial risk management cont.

The following table illustrates the hypothetical sensitivity of the Group’s reported profit before tax and other comprehensive income to a

10% increase and decrease in the value of each of these currencies relative to pound Sterling at the reporting date, assuming all other

variables remain unchanged. The sensitivity rate of 10% is deemed to represent a reasonably possible change based on historic exchange

rate volatility.

The following assumptions were made in calculating the sensitivity analysis:

 Exchange rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect the fair value

reserve in equity and the fair value of the hedging derivatives, with no impact on the income statement.

 All hedge relationships are fully effective.

The sensitivities are calculated with reference to a single moment in time and are subject to change due to a number of factors including

fluctuating trade payable, cash balances and changes in the currency mix. In addition, each of the sensitivities is calculated in isolation

whilst, in reality, foreign currencies do not move independently. Positive figures represent an increase in profit before tax or in other

comprehensive income.

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

24 Financial instruments

24.1 Financial instruments by category

The carrying amounts of the Group’s financial assets, financial liabilities, and derivative financial instruments as at the balance sheet

date are as follows:

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

1 Trade and other receivables excludes prepayments and VAT receivables.

2 Trade and other payables excludes deferred revenue and any amounts in relation to taxation.

Derivative financial instruments are currently held at fair value on the balance sheet – all are within Level 2 of the fair value hierarchy.

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24 Financial instruments cont.

24.2 Carrying amount versus fair value

Set out below is a comparison of the carrying amount and the fair value of financial instruments that are carried in the financial

statements at a value other than fair value. The fair value of financial assets and liabilities are based on prices available from the market

on which the instruments are traded. Where market values are not available, the fair values of financial assets and liabilities have been

calculated by discounting expected future cash flows at prevailing interest rates. The fair values of cash and cash equivalents, trade and

other receivables, and trade and other payables are considered to approximate to their book values.

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

Fair value hierarchy is defined as:

 Level 1 fair value measurements are derived from quoted market prices (unadjusted) in active markets for identical assets or liabilities

at the balance sheet date. This level includes listed equity securities and debt instruments on public exchanges;

 Level 2 fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments is determined

by discounting expected cash flows at prevailing interest rates; and

 Level 3 fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based

on observable market data (unobservable inputs).

24.3 Offsetting financial instruments

There are no financial assets and financial liabilities that are offset in the balance sheet.

24.4 The effects of hedge accounting on the Group’s financial position and performance

The table below provides a breakdown of the Group’s cash flow hedges as well as derivatives not in a formal hedge accounting relationship:

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

There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign exchange contracts

match the terms of the expected highly probable forecast transactions (i.e. notional amount and expected payment date). The Group has

established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange contracts are identical to the

hedged risk components. Hedge effectiveness is determined at inception of the hedge relationship and through periodic prospective

effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. To test the

hedge effectiveness, the Group uses the hypothetical derivative method and compares the changes in the fair value of the hedging

instruments against the changes in fair value of the hedged items attributable to the hedged risks. Hedge ineffectiveness can arise from:

 Differences in the timing of the cash flows of the hedged items and the hedging instruments;

 The counterparties’ credit risk differently impacting the fair value movements of the hedging instrument compared to the hedged

items; and

 Changes to the forecasted cash flows of the hedged item.

The derivatives have been fair valued at 31 August 2025 with reference to forward exchange rates, with the resulting value discounted

back to present value.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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24 Financial instruments cont.

24.5 Maturity profile of hedging instruments

The table below analyses the Group’s derivative financial instruments into relevant maturity groupings based on the remaining period at

the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

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

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

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

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24 Financial instruments cont.

24.7 Analysis of fair value movements in cash flow hedge reserve by risk category

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

Material accounting policies

Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks. These derivative financial instruments

are designated as cash flow hedges, are initially measured at fair value on the contract date and then measured at fair value at

subsequent reporting dates. To qualify for hedge accounting, the Group documents, at the inception of the hedge, the hedging risk

management strategy, the relationship between the hedging instrument and the hedged item or transaction, the nature of the risks

being hedged and an assessment of the effectiveness of the hedging relationship, to ensure it is highly effective on an ongoing basis.

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are

recognised directly in other comprehensive income, and the ineffective portion is recognised immediately in the income statement.

Where the hedged item subsequently results in the recognition of a non-financial asset such as inventory or property, plant and

equipment, the amounts accumulated in other comprehensive income are included in the initial cost of the asset. For all other cash

flow hedges, the amounts accumulated in other comprehensive income are recognised in the consolidated income statement when the

hedged item or transaction affects the income statement.

Where derivatives do not qualify for hedge accounting, any changes in the fair value of the derivative financial instrument are

recognised in the income statement as they arise.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

25 Share-based payments

The Group incurred a cost of £3.7m (2024: £3.4m) net of capitalised costs totalling £0.7m (2024: £1.2m) in relation to share-based

payments during the year.

25.1 Save As You Earn (SAYE) scheme

Under the terms of the SAYE scheme, the Board grants options to purchase ordinary shares in the Company to employees who enter into

an HMRC-approved SAYE scheme for a term of three years. Options are granted at a 20% discount to the average mid-market closing

price of the shares on the three business days preceding the date of offer and are normally exercisable for a period of six months after

completion of the SAYE contract. These option grants are settled on exercise either through the issue of new ordinary shares or through

a transfer of shares from the Employee Benefit Trust.

Movements in SAYE options during the year are shown below:

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

The weighted average share price at the date of exercise for options exercised during the year was 424 pence (2024: 351 pence). The

weighted average remaining contractual life of outstanding options at 31 August 2025 was 1.8 years (2024: 2.6 years).

The fair value of options granted during the year was calculated using the Black-Scholes model, assuming the following inputs:

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

Volatility has been estimated by taking the historical volatility in the Company’s share price over a three-year period.

25.2 ASOS Long-Term Incentive Scheme (ALTIS)

Under the terms of the ALTIS, certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of

which is calculated as a fixed multiple of salary, and will only vest to the extent the related performance targets, as detailed in the

Directors’ Remuneration Report on page 95, are met. These awards are settled on exercise either through the issue of new ordinary

shares or through a transfer of shares from the Employee Benefit Trust.

Movements in ALTIS awards during the year are shown below:

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

No additional ALTIS awards were granted during the year, as the scheme was replaced by the Value Creation Plan (VCP). Refer to page 96

in the Directors’ Remuneration Report for more information.

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ASOS Plc Annual Report and Accounts 2025

25 Share-based payments cont.

25.3 Restricted Stock Unit (RSU)

Certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of which is calculated as a fixed

multiple of salary, and will only vest to the extent the members remain in employment to the end of the vesting period. These RSUs are

granted under the ALTIS rules and will be equity-settled.

Movements in RSU awards during the year are shown below:

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

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

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

25.4 Value Creation Plan (VCP)

Under the terms of the VCP, Executive Directors and certain Senior Leaders are granted conditional awards, the value of which is

determined by reference to an allocated portion of a pool equal to 5.50% of the growth in the Company’s share price above a threshold

of £6.70. Awards are granted as nil-cost options and will only vest to the extent the relevant performance conditions, as detailed in the

Directors’ Remuneration Report on page 102, are met. These awards are settled on exercise either through the issue of new ordinary

shares or through a transfer of shares from the Employee Benefit Trust.

Awards vest in tranches between August 2027 and August 2029, and are exercisable quarterly. For awards exercised on or after

29 November 2029, a free cash flow underpin applies, whereby the pool value is calculated using the higher of the actual share price or a

substituted share price derived from Group free cash flow performance in FY29.

Due to the structure of the VCP, the number of awards granted is not fixed at grant date and is determined at exercise based on the pool

value and share price. Accordingly, movements are disclosed as an allocation of the pool. At the balance sheet date, 4.35% of the

maximum 5.50% pool has been allocated to participants.

Movements in VCP awards during the year are shown below:

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

Lapsed awards during the year relate to participants who left the Group prior to vesting.

The fair value of awards granted during the year was calculated using the Monte Carlo model, applying the following inputs:

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

Volatility has been estimated by taking a weighted average of the historical volatility of the Company’s share price over a one-year and

six-year period, to take into account both the current position of the Company and historical volatility.

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

25 Share-based payments cont.

Material accounting policies

Share-based payments

The Group issues equity-settled share-based payments to certain employees, whereby employees render services in exchange for

shares or rights over shares of the Parent Company.

The fair value of the employee services rendered is determined by reference to the fair value of the shares awarded or options

granted, excluding the impact of any non-market vesting conditions. All share options are valued using an option-pricing model. This

fair value is charged to the income statement over the vesting period of the share-based payment scheme with a corresponding

increase in equity.

The value of the charge is adjusted in the income statement over the remainder of the vesting period to reflect expected and actual

levels of share awards vesting, with the corresponding adjustments made in equity.

26 Related party transactions

26.1 Key management personnel

The aggregate compensation to key management personnel, being the Directors of ASOS Plc (Executive and Non-executive) and the

members of the Management Committee was as follows:

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

Components of the highest-paid Director’s remuneration are detailed in the Directors’ remuneration table on page 100.

26.2 Transactions with other related parties

During the year, the Group made purchases of inventory, net of VAT, totalling £59.2m (1 September 2024: £59.7m) from Aktieselskabet af

5.5.2010, a company which has a significant shareholding in the Group. At 31 August 2025, the amount due to Aktieselskabet af 5.5.2010

was £12.8m (1 September 2024: £11.2m).

Additionally, the Group incurred fees, net of VAT, totalling £16.1m (1 September 2024: not applicable) payable to 24.8.2024 Limited, a new

associate of the Group in the year and a subsidiary of Heartland A/S. At 31 August 2025, the amount due to 24.8.2024 Limited was

£5.4m (1 September 2024: not applicable). Refer to Note 14 for more details.

During the year, the Group made purchases of inventory, net of VAT, totalling £1.0m (1 September 2024: £0.6m) from entities under the

control of Frasers Group plc, a company which has a significant shareholding in the Group. At 31 August 2025, the amount due to the

Frasers Group was £0.1m (1 September 2024: £0.1m).

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27 Analysis of net debt

Group net debt comprises cash and cash equivalents less any borrowings drawn down at year end (including accrued interest), but

excluding outstanding lease liabilities.

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

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

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

Financial Statements

Notes to the Consolidated Financial Statements cont.

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ASOS Plc Annual Report and Accounts 2025

28 Commitments and contingencies

28.1 Capital commitments

Capital expenditure committed at the reporting date but not yet incurred is as follows:

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

28.2 Subsidiary audit exemptions

The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (the Act) relating to the audit of

individual accounts by virtue of Section 479A of the Act.

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

28.3 Contingent liabilities

From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business, which due to

the fast-growing nature of the Group and its e-commerce base, may concern the Group’s brand and trading name or its product designs.

All such cases brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result

in a future economic outflow which can be reliably measured.

The Group is subject to assessments from an overseas customs authority in relation to import duty for prior financial periods. The Group

has appealed these assessments on the basis that the prior calculations comply with World Trade Organisation-compliant customs

valuation methods. At the balance sheet date, the appeal process remains ongoing. Based on legal advice and management’s assessment,

the maximum exposure is considered immaterial, and any payments on account in excess of this are expected to be fully recoverable.

29 Post balance sheet events

In November 2025, the Group entered into agreements to refinance its term loan facilities. The refinancing will become effective in

December 2025, at which point the Group’s existing £150.0m term loan will be repaid and the associated revolving credit and accordion

facilities with Bantry Bay will be terminated.

The new financing arrangements, provided by a syndicate of private lenders, are comprised of a £150.0m senior term loan and an £87.5m

Delayed Draw Term Loan facility. These new facilities will mature in November 2030.

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ASOS Plc Annual Report and Accounts 2025

Financial Statements

Company Balance Sheet

Note

31 August

2025

1 September

2024

£m £m

Non-current assets

Investments in subsidiaries C3 74.5 70.5

Amounts due from subsidiary undertakings C4 646.0 845.6

720.5 916.1

Current assets

Cash and cash equivalents 0.2 –

Amounts due from subsidiary undertakings C4 72.5 1.6

72.7 1.6

Current liabilities

Trade and other payables (0.7) –

Amounts due to subsidiary undertakings C5 (72.5) (1.6)

Borrowings C6 (11.7) –

(84.9) (1.6)

Non-current liabilities

Amounts due to subsidiary undertakings C5 (0.1) (476.4)

Borrowings C6 (259.1) –

(259.2) (476.4)

Net assets 449.1 439.7

Equity

Called up share capital C7 4.2 4.2

Share premium C7 322.6 322.6

Convertible bond reserve 8.7 58.9

Retained earnings C8 113.6 54.0

Total equity 449.1 439.7

The profit after tax for the year was £11.9m (2024: £nil). The notes on pages 170 to 173 form an integral part of these financial statements.

The financial statements of ASOS Plc, registered number 04006623, on pages 168 to 173, were approved by the Board of Directors and

authorised for issue on 21 November 2025 and were signed on its behalf by:

José Antonio Ramos Calamonte Aaron Izzard

Chief Executive Officer Chief Financial Officer

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ASOS Plc Annual Report and Accounts 2025

Company Statement of Changes in Equity

Called up

share capital

premium

Convertible

bond reserve

Retained

earnings Total

£m £m £m £m £m

As at 2 September 2024 4.2 322.6 58.9 54.0 439.7

Profit for the year and total comprehensive income – – – 11.9 11.9

Share-based payments charge – – – 0.4 0.4

Share-based payments contribution – – – 4.0 4.0

Repurchase and refinance of convertible bond – – (50.2) 43.3 (6.9)

As at 31 August 2025 4.2 322.6 8.7 113.6 449.1

As at 3 September 2023 4.2 322.6 58.9 49.4 435.1

Share-based payments contribution – – – 4.6 4.6

As at 1 September 2024 4.2 322.6 58.9 54.0 439.7

Retained earnings includes the share-based payments reserve.

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ASOS Plc Annual Report and Accounts 2025

Financial Statements

Notes to the Company Financial Statements

C1 Basis of preparation

The Parent Company’s financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 Reduced Disclosure Framework

(FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. The financial year represents the 52 weeks to 31 August

2025 (prior financial year: 52 weeks to 1 September 2024). Within these financial statements, 2025 refers to the 52 weeks to 31 August

2025, or as at 31 August 2025; and 2024 refers to the 52 weeks to 1 September 2024, or as at 1 September 2024.

The disclosure exemptions adopted by the Company in accordance with FRS 101 are as follows:

 The requirements of IAS 7 to present a cash flow statement;

 The requirements of paragraph 17 of IAS 24 Related Party Transactions (IAS 24), to disclose information related to key management

personnel, and the requirements of IAS 24 to disclose related party transactions between two or more members of a group for wholly

owned subsidiaries;

 The requirements of paragraphs 30 and 31 of IAS 8 to disclose information assessing the possible impact of new standards issued but

which are not yet effective;

 The requirements of IFRS 7 and IFRS 13 for disclosure of financial instruments and fair values;

 The requirements of IFRS 2 to disclose information related to share-based payment arrangements; and

 The requirements of IAS 1 to present comparative information in respect of certain assets and the disclosure information related to

capital management.

The financial statements are presented in pound Sterling, rounded to the nearest £0.1m unless otherwise stated. They have been

prepared on the going concern basis under the historical cost convention.

The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented an

income statement nor a statement of comprehensive income for the Company alone.

Amendments to published standards

The Company adopted the following accounting standards and amendments during the year with no material impact:

 Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback;

 Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, and Non-current liabilities with Covenants; and

 Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements.

The application of these new interpretations and amendments did not have a material impact on the financial statements.

C2 Significant accounting judgements and estimates

The preparation of the Company’s financial statements requires the use of judgements, estimates and assumptions in applying the

Company’s accounting policies to determine the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any

revisions to accounting estimates are applied prospectively. None of the estimates and judgements used in preparation of the Company

financial statements are considered significant.

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ASOS Plc Annual Report and Accounts 2025

C3 Investments in subsidiaries

In accordance with IFRS 2 Share-based Payment, ASOS.com Limited (a subsidiary of the Company) is required to recognise share-based

payment arrangements involving equity instruments where ASOS.com Limited has remunerated those providing services to the entity in

this way. ASOS Plc makes contributions to ASOS.com Limited equal to the charge for the share-based payment arrangement which is

reflected as an increase in ASOS Plc’s capital contribution to ASOS.com Limited. For the period from 2 September 2024 to 31 August

2025, ASOS.com Limited recognised a charge of £4.0m (2024: £4.6m) in respect of share-based payment arrangements. Accordingly,

this is included within investment additions within the table below.

2025 2024

£m £m

At the beginning of the year 70.5 65.9

Additions 4.0 4.6

At the end of the year 74.5 70.5

An impairment test over the investment in subsidiaries was performed at year end, with no impairments identified. Where value-in-use

calculations have been used to estimate the recoverable amounts of the investments, sensitivity analysis has been performed. The

analysis indicates that there is sufficient headroom such that a reasonably possible change to key assumptions would not result in any

impairment in any of the Company’s investments in subsidiaries.

Material accounting policies

Investments in subsidiaries

Investments in subsidiaries are carried at cost less any impairment loss in the financial statements of the Company. At each reporting

period end, the Company assesses the carrying amounts of its investments to determine whether there is any indication of

impairment. Where such an indication exists, the Company makes an estimate of the recoverable amount. If the recoverable amount

of the investment is less than its carrying amount, the investment is written down to its recoverable amount. Any impairment loss is

immediately recognised in the income statement.

C4 Amounts due from subsidiary undertakings

2025 2024

£m £m

Current 72.5 1.6

Non-current 646.0 845.6

718.5 847.2

Included within non-current amounts due from subsidiary undertakings are interest-bearing amounts of £343.3m (2024: £478.1m). The

remainder is non-interest bearing. All amounts are repayable on demand.

Receivable balances with Group companies are reviewed for potential impairment based on the ability of the counterparty to meet its

obligations. No impairment losses were recognised in the year.

Material accounting policies

Amounts due from subsidiary undertakings

Amounts due from subsidiary undertakings are initially recognised at fair value and are subsequently measured at amortised cost

using the effective interest rate method less any provision for impairment.

C5 Amounts due to subsidiary undertakings

2025 2024

£m £m

Current 72.5 1.6

Non-current 0.1 476.4

72.6 478.0

Current amounts due to subsidiary undertakings represent the term loan with Cornwall (Jersey) Limited, which mirrors the terms of the

Convertible Bonds due in April 2026. Refer to Note 20 of the Group financial statements for further information.

Material accounting policies

Amounts due to subsidiary undertakings

Amounts due to subsidiary undertakings are recognised initially at fair value, and subsequently at amortised cost using the effective

interest rate method.

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ASOS Plc Annual Report and Accounts 2025

C6 Borrowings

2025 2024

£m £m

Current 11.7 –

Non-current 259.1 –

270.8 –

Borrowings consist of the new Convertible Bonds due 2028, which were issued at par and carrying a fixed annual coupon of 11%, payable

semi-annually in arrears. Refer to Note 20 of the Group financial statements for further information.

Material accounting policies

Convertible debt

Convertible bonds are classified as compound instruments, consisting of a liability and an equity component. At the date of issue, the

fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt, and is

subsequently recorded at amortised cost using the effective interest method until extinguished on conversion or maturity of the

bonds, and is recognised within borrowings. The difference between the proceeds of issue of the convertible bond and the fair value

assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in

equity as a separate category.

Issue costs are apportioned between the liability and equity components of the convertible bonds where appropriate based on their

relative carrying values at the date of issue. The portion relating to the equity component is charged directly against equity.

C7 Share capital and share premium

2025 2024

Ordinary shares Ordinary shares

Number £m Number £m

Called up share capital

Allotted, issued and fully paid ordinary

shares of 3.5p 119,519,975 4.2 119,334,341 4.2

Share premium account

Share premium 322.6 322.6

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

Ordinary shares Share Capital Share Premium

Number £m £m

As at 2 September 2024 119,334,341 4.2 322.6

Allotted in respect of share incentive schemes 185,634 – –

As at 31 August 2025 119,519,975 4.2 322.6

As at 4 September 2023 119,236,850 4.2 322.6

Allotted in respect of share incentive schemes 97,491 – –

As at 1 September 2024 119,334,341 4.2 322.6

Material accounting policies

Share capital and share premium

Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

Financial Statements

Notes to the Company Financial Statements cont.

173

ASOS Plc Annual Report and Accounts 2025

C8 Retained earnings

2025 2024

£m £m

At the beginning of the year 54.0 49.4

Profit for the year and total comprehensive income 11.9 –

Share-based payments charge 0.4 –

Share-based payments contribution 4.0 4.6

Repurchase and refinance of convertible bond 43.3 –

At the end of the year 113.6 54.0

C9 Contingent liabilities and guarantees

Contingent liabilities

Refer to Note 28 of the Group financial statements.

Guarantees

Via the statutory audit exemptions as disclosed on page 167, ASOS Plc will guarantee all outstanding liabilities that the relevant

subsidiaries are subject to as at the financial period ended 31 August 2025 in accordance with Section 479C of the Act, as amended by

the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations

2012. In addition, ASOS Plc will guarantee any contingent and prospective liabilities that these subsidiaries are subject to.

174

ASOS Plc Annual Report and Accounts 2025

Financial Statements

Related Undertakings of the ASOS Group

In accordance with Section 409 of the Companies Act 2006 and Schedule 4 of The Large and Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008, a full list of related undertakings, registered office address and the percentage of share class

owned as at 31 August 2025 are disclosed below. All shares held are ordinary shares unless otherwise stated.

Name of company

Country of

incorporation

Proportion of

ordinary shares

held Holding Nature of business

ASOS Intermediate Holdings Limited UK 100% Direct Holding company

Mornington & Co (No. 1) Limited UK 100% Direct Vehicle for implementation of ALTIP

Mornington & Co (No. 2) Limited UK 100% Direct Vehicle for implementation of ALTIP

ASOS.com Limited

 UK 100% Indirect Internet retailer

Crooked Tongues Limited UK 95% Indirect Internet retailer

Covetique Limited UK 100% Indirect Discontinued internet marketplace

ASOS Marketplace Limited UK 100% Indirect Discontinued internet marketplace

ASOS Global Limited UK 100% Indirect Holding company

Eight Paw Projects Limited UK 100% Indirect Brand management company

ASOS US, Inc. US 100% Indirect Employer of marketing staff based in the US

ASOS Germany GmbH Germany 100% Indirect Employer of supply chain staff based in Germany

ASOS France SAS France 100% Indirect Non-trading company

ASOS Transaction Services France SAS France 100% Indirect Payment processing company

ASOS Australia Pty Limited Australia 100% Indirect Non-trading company

ASOS Canada Services Limited Canada 100% Indirect Non-trading company

ASOS Transaction Services Limited UK 100% Indirect Holding company

ASOS Transaction Services Australia Pty

Limited

Australia 100% Indirect Payment processing company

ASOS US Sales LLC US 100% Indirect Payment processing company

ASOS Projects Limited UK 100% Indirect Holding company

ASOS Ventures Limited UK 100% Indirect Non-trading company

ASOS (Shanghai) Commerce Co. Limited China 100% Indirect Discontinued internet retailer

ASOS Payments UK Limited UK 100% Indirect Payment processing company

ASOS Payments Europe B.V. Netherlands 100% Indirect Payment processing company

ASOS Payments Holding Limited UK 100% Indirect Holding company

Cornwall (Jersey) Limited Jersey 100% Indirect Vehicle for issue of convertible bond

ASOS Holdings Limited UK 90% Indirect Brand management company

24.8.2024 Limited UK 25% Indirect Brand management company

1 ASOS.com Limited has a 7.2% interest in Needle and Thread Design Holdings Limited.

2 ASOS.com additionally has a branch registered in the Netherlands.

3 ASOS Projects Limited has a 2.9% interest in Action Artificial Intelligence Limited.

All controlled UK incorporated entities share the same registered office as ASOS Plc. The registered offices of controlled non-UK entities

and associates are detailed below:

Entity Registered office

ASOS US, Inc. 300 Creek View Road, Suite 209, Newark, DE 19711

ASOS Germany GmbH An der Anhalter Bahn 6, 14979 Grossbeeren, Germany

ASOS France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France

ASOS Transaction Services France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France

ASOS Australia Pty Limited

MUFG Corporate Governance, Tower 4, 727 Collins Street, Docklands, VIC 3008,

Australia

ASOS Canada Services Limited 777 Dunsmuir Street, Suite 1700, Vancouver, BC V7Y 1K4, Canada

ASOS Transaction Services Australia Pty Limited

MUFG Corporate Governance, Tower 4, 727 Collins Street, Docklands, VIC 3008,

Australia

ASOS US Sales LLC 300 Creek View Road, Suite 209, Newark, DE 19711

ASOS (Shanghai) Commerce Co. Limited Unit 506A Level 5, No. 2911 Zhongshan North Road, Putuo District, Shanghai, China

ASOS Payments Europe B.V. Suites 2.02 and 2.03, Prinsengracht 769, 1017 JZ Amsterdam, The Netherlands

Cornwall (Jersey) Limited 47 Esplanade, St Helier, Jersey, JE1 0BD

24.8.2024 Limited Unit A, 10 Fashion Street, London, United Kingdom, E1 6PX

175

ASOS Plc Annual Report and Accounts 2025

Alternative Performance Measures (APMs)

The Group uses the below non-IFRS performance measures to allow shareholders to better understand the underlying financial

performance and position of the Group. These should not be seen as substitutes for IFRS measures of performance and may not allow a

direct comparison to other companies.

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Like-for-like revenue

growth

Revenue Like-for-like revenue growth

reflects constant currency

revenue, which includes retail

sales and income from other

services, less adjusting items

and the impact of foreign

exchange translation.

This measure is presented as a means of eliminating the effects of exchange

rate fluctuations on the year-on-year reported results.

2025 2024 Growth

£m £m %

Revenue

2,477.8 2,905.8 (15%)

Adjusting items (Note 3) (13.0) (9.8)

Impact of foreign exchange

translation 28.1 –

Like-for-like revenue growth 2,492.9 2,896.0 (14%)

2024 2023 Growth

£m £m %

Revenue

2,905.8 3,549.5 (18%)

Adjusting items (Note 3) (9.8) (11.5)

Impact of foreign exchange

translation and LFL financial

years

60.7 –

Like-for-like revenue growth 2,956.7 3,538.0 (16%)

1 Removing the impact of four fewer trading days in FY24.

 

Retail sales Revenue Internet sales recorded net

of an appropriate deduction

for actual and expected

returns, relevant vouchers,

discounts and sales taxes.

A measure of the Group’s trading performance focusing on the sale of products

to end customers. Used by management to monitor overall performance across

markets, and the basis of key internal metrics such as GMV and ABV.

Retail sales exclude income

from delivery receipt

payments, marketing

services, commission on

partner-fulfilled sales,

revenue from wholesale sales

and jobber income.

A reconciliation of this measure is included in Note 4.

Gross merchandise

value (GMV)

Revenue Retail sales excluding

adjusting items plus revenue

attributable to Flexible

Fulfilment partners, net

of returns and excluding

sales tax.

This measure reflects the increasing shift to Flexible Fulfilment models and is

used as an indicator of top-line performance.

2025 2024

£m £m

GMV

2,456.3 2,817.8

Less revenue attributable to partners (123.2) (68.9)

Adjusted retail sales 2,333.1 2,748.9

Adjusting items 6.4 –

Reported retail sales 2,339.5 2,748.9

 

Like-for-like GMV

growth

Revenue Like-for-like GMV growth

eliminates the effect of

exchange rate fluctuations

on the year-on-year GMV

metric.

2025 2024 Growth

£m £m %

GMV

2,456.3 2,817.8 (13%)

Impact of foreign exchange

translation

27.0 –

Like-for-like GMV growth 2,483.3 2,817.8 (12%)

2024 2023 Growth

£m £m %

GMV

2,817.8 3,405.1 (17%)

Impact of foreign exchange

translation and LFL financial

years

58.9 –

Like-for-like GMV growth 2,876.7 3,405.1 (16%)

1 Removing the impact of four fewer trading days in FY24.

176

ASOS Plc Annual Report and Accounts 2025

Adjusted revenue Revenue Revenue excluding the impact

of adjusting items.

A measure of the Group’s revenue and gross profitability, excluding the impact

of any adjusting items.

Adjusted gross

margin

None Gross profit divided by

revenue and excluding the

impact of adjusting items.

Reconciliation is shown below:

2025 2024

£m £m

Revenue

2,477.8 2,905.8

Adjusting items (Note 3) (13.0) (9.8)

Adjusted revenue 2,464.8 2,896.0

Gross profit 1,166.7 1,162.5

Adjusting items (Note 3) (4.7) 94.8

Adjusted gross profit 1,162.0 1,257.3

Gross margin 47.1% 40.0%

Adjusted gross margin % 47.1% 43.4%

Adjusted cost

to serve

None Operating expenses

(excluding depreciation and

amortisation and excluding

adjusting items) as a

percentage of adjusted

revenue.

Adjusted cost to serve reflects the underlying profitability of the business and

demonstrates discipline on cost structure.

2025 2024

£m £m

Operating expenses

1,395.5 1,496.4

Less depreciation and amortisation

(per cash flow) (166.9) (172.3)

Less impairment (per cash flow) (138.2) (119.9)

Less adjusting operating expenses (Note 3) (195.6) (155.6)

Add back adjusting depreciation and

amortisation (Note 3) 4.5 10.7

Add back adjusting impairment (Note 3) 136.8 119.9

1,036.1 1,179.2

Adjusted revenue 2,464.8 2,896.0

Adjusted cost to serve 42.0% 40.7%

Adjusted EBIT Operating

profit / (loss)

Profit/(loss) before tax,

interest, and any adjusting

items excluded from adjusted

profit/(loss) before tax

(see below).

A measure of the Group’s underlying profitability for the year, excluding the

impact of any transactions outside of the ordinary course of business and not

considered to be part of ASOS’ usual cost / income base. Used by management

to monitor the performance of the business each month.

Adjusted profit /

(loss) before tax

Profit / (loss)

before tax

Adjusted profit/(loss) before

tax excludes items

recognised in reported

profit/(loss) before tax which,

if included, could distort

comparability between

years.

2025 2024

£m £m

Operating loss

(212.3) (331.9)

Adjusting items excluding finance costs (Note 3) 180.1 250.4

Adjusted EBIT (32.2) (81.5)

Net finance costs (Note 8) (69.3) (47.4)

Add back adjusting finance costs (Note 3) 3.3 2.9

Adjusted loss before tax (98.2) (126.0)

Add back adjusting items (Note 3) (183.4) (253.3)

Loss before tax (281.6) (379.3)

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Financial Statements

Alternative Performance Measures (APMs) cont.

177

ASOS Plc Annual Report and Accounts 2025

Adjusted EBITDA Operating

profit / (loss)

Adjusted EBIT above, adjusted

for depreciation,

amortisation

and impairments.

Adjusted EBITDA is used to review the Group’s profit generation and the

sustainability of ongoing capital reinvestment and finance costs.

2025 2024

Adjusted EBITDA

margin

None Adjusted EBITDA divided by

adjusted revenue.

£m £m

Adjusted EBIT (above)

(32.2) (81.5)

Add back depreciation and amortisation

(per cash flow) 166.9 172.3

Add back impairment (per cash flow) 138.2 119.9

Less adjusting depreciation and amortisation

(Note 3) (4.5) (10.7)

Less adjusting impairment (Note 3) (136.8) (119.9)

Adjusted EBITDA 131.6 80.1

Revenue 2,477.8 2,905.8

Adjusting items (Note 3) (13.0) (9.8)

Adjusted revenue 2,464.8 2,896.0

Adjusted EBITDA margin % 5.3% 2.8%

Net cash / (debt) None Cash and cash equivalents

less the carrying value of

borrowings (including

accrued interest) drawn

down at year-end, but

excluding outstanding

lease liabilities.

A measure of the Group’s liquidity. Information is included in Note 27.

A reconciliation is included below:

2025 2024

£m £m

Cash and cash equivalents 318.9 391.0

Borrowings (503.6) (688.1)

Lease liabilities (224.5) (289.6)

Net borrowings (409.2) (586.7)

Add back lease liabilities 224.5 289.6

Net debt (184.7) (297.1)

Free cash flow Operating

cash flow

Free cash flow is net cash

generated from operating

activities, adjusted for

payments to acquire

intangible and tangible

assets, the payment of

the principal portion of

lease liabilities and net

finance expenses.

A measure of the cash generated by the Group outside cash flows relating to

M&A and financing transactions, which allows management to better assess

the cash being generated by the business.

A reconciliation to the cash flow statement is shown below:

2025 2024

£m £m

Cash generated from operations (per cash flow)

159.1 228.0

Purchase of tangible and intangible assets (85.9) (133.5)

Repayment of principal portion of lease liabilities (25.7) (25.5)

Net interest paid (33.4) (31.3)

Free cash flow 14.1 37.7

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

178

ASOS Plc Annual Report and Accounts 2025

Other working

capital movements

(per Financial

Review)

None Removes working capital and

cash movements relating to

adjusting items.

To provide a reconciliation of the working capital movement in the Financial

Statements to the other working capital movement in the Financial Review.

2025 2024

£m £m

(Increase) / decrease in other working capital

(per Financial Review)

(67.1) 12.1

Comprises:

Working capital per cash flow (excluding

inventory)

(42.4) 7.1

Working capital relating to adjusting items

(see below) (24.7) 5.0

(67.1) 12.1

Working capital relating

to adjusting items:

Adjusting items (Note 3)

(183.4) (253.3)

Add back adjusting impairment (Note 3) 136.8 119.9

Add back adjusting amortisation (Note 3) 4.5 10.7

Add back commercial operating model change

(Cost of sales) (Note 3) 8.3 104.6

Add back share of the associate’s adjusting

result (Note 3) 3.0 –

Less gain on disposal of brands (13.8) –

Less refinancing gain (2.6) –

Add back adjusting finance costs (Note 3) 3.3 2.9

Adjusting working capital before cash impacts (43.9) (15.2)

Cash impact of adjusting items (Note 3) 19.2 20.2

Working capital relating to adjusting items (24.7) 5.0

The Group has added Gross Merchandise Value (GMV) and Like-for-like GMV growth as APMs this year to reflect the increasing shift to

flexible fulfilment models.

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Financial Statements

Alternative Performance Measures (APMs) cont.

179

ASOS Plc Annual Report and Accounts 2025

Company Information

Registered office

Greater London House

Hampstead Road

London

NW1 7FB

Registered in England

Company Number 4006623

Independent auditors

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London

WC2N 6RH

Registrars

MUFG Corporate Markets

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Lawyers

Slaughter and May

1 Bunhill Row London

EC1Y 8YY

Joint brokers

J.P. Morgan Cazenove

25 Bank Street

London

E14 5JP

DB AG London Branch

21 Moorfields

London

EC2Y 9DB

Berenberg

60 Threadneedle Street

London

EC2R 8HP

Financial PR

Teneo

The Carter Building

11 Pilgrim Street

London

EC4V 6RN

180

ASOS Plc Annual Report and Accounts 2025

Shareholder Information

Share dealing enquiries

MUFG Corporate Markets – Share Dealing

Central Square

29 Wellington Street

Leeds

LS1 4DL

0371 664 0445 (Calls are charged at the standard geographic rate and will vary by provider)

Outside UK +44 (0) 371 664 0445 (Calls outside the United Kingdom are charged at the applicable international rate)

Lines are open Monday – Friday 8am – 4:30pm

Email: CN-MUFG-CM-Infosharedeal@cm.mpms.mufg.com

Donate your shares to charity

If you have only a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge through

ShareGift (Registered Charity 10528686).

Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737.

Share fraud warning

Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-

existent, or an inflated price for shares they own. These calls come from fraudsters operating in “boiler rooms” that are mostly based

abroad.

While high profits are promised, those who buy or sell shares in this way usually lose their money.

The Financial Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose an average of £20,000,

with around £200m lost in the UK each year.

Protect yourself

If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research

reports, you should take these steps before handing over any money:

 Get the name of the person and organisation contacting you.

 Check the Financial Services Register at http://www.fca.org.uk to ensure they are authorised.

 Use the details on the FCA Register to contact the firm.

 Call the FCA Consumer Helpline on 0800 111 6768 if there are no contact details on the Register or you are told they are out of date.

 Search our list of unauthorised firms and individuals to avoid doing business with.

Remember: if it sounds too good to be true, it probably is!

If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or

Financial Services Compensation Scheme (FSCS) if things go wrong.

Report a scam

If you are approached about a share scam you should tell the FCA using the share fraud reporting form at http://www.fca.org.uk/scams,

where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.

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ASOS Plc

Greater London House

Hampstead Road

London

NW1 7FB

United Kingdom

Tel: +44 (0)20 7756 1000