Solutions
that deliver,
innovations
thatinspire
Annual Report and Accounts 2024

Strategic Report
Highlights of the Year 1
At a Glance 2
Chair’s Letter 6
Chief Executive’s Review 7
Our Business Model 10
Our Strategy 14
How Our Culture and Values
Support Our Strategy 15
Group Key Performance Indicators 16
Our Markets 17
Business in Focus 18
Financial Review 26
Stakeholder Engagement 44
Section 172(1) Statement 46
Sustainability Report 48
Task Force on Climate-related Financial
Disclosures 68
Risk Management 76
Going Concern and Viability Statements 86
Non-Financial and Sustainability
Information Statement 89
Governance Report
Chair’s Governance Statement 90
Governance at a Glance 91
Board of Directors 92
Key Board Focus Areas During the Year 96
Setting and Delivering the Strategy 98
Monitoring the Culture 100
Corporate Governance 102
Board Effectiveness Review 107
People Committee Report 109
Audit Committee Report 114
Directors’ Remuneration Report 124
Letter from the Chair of the
Remuneration Committee 124
Annual Report on Remuneration 2024 128
Directors’ Report 148
Financial Statements
Group
Independent Auditor’s Report 156
Consolidated Income Statement 166
Consolidated Statement
of ComprehensiveIncome 167
Consolidated Balance Sheet 168
Consolidated Statement
of Changes in Equity 170
Consolidated Statement of Cash Flows 171
Notes to the Consolidated
Financial Statements 172
Company
Company Balance Sheet 232
Company Statement of Changes in Equity 233
Notes to the Company Financial Statements 234
Additional Information
Alternative Performance Measures 239
Five-Year Summary 242
Basis for Reporting and Non-Financial Data 243
Glossary 247
Shareholder Information 250
Contents
Our purpose
To reimagine the world of
distribution, fulfilment and
ecommerce to drive outstanding
customer outcomes.
Our mission
To change the way the
world shops, for good.
Solutions that
deliver, innovations
that inspire
From expanding our partnerships
globally to deploying the next
generation of our solutions, FY24 has
laid strong foundations for future
growth. As we reimagine tomorrow’s
possibilities, we remain committed to
enhancing the customer experience,
driving performance and leveraging
our technology to shape the future
of online grocery and beyond.

Highlights of the Year
Strategic progress Sustainability progress
This year, OSP launched in Poland and Australia for
thefirst time. CFCsinMelbourne, Sydney and Madrid
went live, andOcado Solutions signed its first partnership
intheMiddle East, with Panda in the Kingdom
ofSaudiArabia.
This year, the sustainability framework has been
refreshed to more fully embed it in our business strategy.
Structured around four key pillars – Climate, Circularity,
Conduct and Community – it introduces new metrics and
targets for 2030, reaffirming our commitment to address
global sustainability challenges.
• Total Group revenue
Ⓐ
£3,156m, up 14.1%
(FY23: £2,765m).
• Statutory revenue £1,214.6m (FY23: £1,122.1m).
• Total Group Adjusted EBITDA
Ⓐ
£153.3m (FY23: £51.6m).
• Statutory loss for the period £(374.3)m (FY23: £(387.0)m).
• Underlying cash outflow
Ⓐ
£(223.7)m (FY23: £(472.5)m).
• Total Group liquidity at £1,072m (FY23: £1,185m).
• Refinanced £700m of debt to proactively manage our
liabilities and extend our maturity profile.
• Solid growth in modules: 12 modules added during FY24,
now at 123 live modules (FY23: 111 live modules).
• Go-live of 3 Customer Fulfilment Centres (“CFCs”) and
module drawdowns on live CFCs.
• Specialist resources embedded with our partners.
• Re:Imagined technology rollout, with installations
progressing well in the UK, USA, Sweden, Spain
andAustralia.
• Productivity and cost-efficiency improvements acrossall
businesses.
Financial progress Operational progress
Governance progress
We have strengthened our Board composition and
governance. In the year, we have reduced the number of
Executive Directors on the Board from four to two,
providing a stronger balance of independent directors
(9:2 Non-Executive Directors to Executive Directors).
Five of our Board Directors are female, resulting in
45% representation of females on our Board.
Therewere also two new appointments in the year,
bringing new skills and experience to the Board,
with Adam Warby as new Chair, and Gavin
Patterson, as Non-Executive Director.
Ⓐ Where this symbol appears in the Report, see Alternative Performance Measures: pages 239-241.
Strategic Report Additional InformationFinancial StatementsGovernance
1OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Group leverages cutting-edge
technology solutions in automation, robotics,
machine learning and AI for online grocery and
non-grocery distribution. We are
headquartered in Hatfield, UK, employing over
20,000 people globally across technology and
logistics operations. We have a strong retail
heritage, through Ocado Retail Limited (“ORL”),
now a 50:50 owned joint venture with Marks
and Spencer Group plc (“M&S”).
Who we are
We use our deep know-how, patent-protected
technology and over 20 years’ experience as a
successful online grocer to transform grocery
ecommerce worldwide. We continue to
successfully operate in online grocery through
Ocado Logistics and Ocado Retail. Weprovide
the Ocado Smart Platform (“OSP”) as an
end-to-end suite of solutions to grocery
retailers globally and are expanding into new
sectors beyond grocery retail.
What we do
We take pride in the distinctive culture thatunites
our businesses and defines who weare.Open,
collaborative, innovative and entrepreneurial – our
culture drives our success andpowers the delivery
of our vision. These qualities are not just part of
what we do; they are the foundation of everything
we achieve and are built into our behaviours, which
guide us onhow we work together as a business.
Our culture
and values
At a Glance
Ocado today
To be the undisputed leader and
global partner of choice in providing
technology and automation solutions
for grocery retail and beyond.
Our
vision
OurBusinessModel:pages10-13
2 OCADO GROUP PLC Annual Report and Accounts 2024

Technology Solutions consists of two commercial units:
Technology Solutions
Ocado Logistics Ocado Retail
£496m
Revenu e
FY23: £420m
£2,686m
Revenu e
(FY23: £2,358m)
£718m
Revenu e
(FY23: £668m)
A pure-play online grocery retail business serving
customers in the UK, with a geographical coverage
ofover 80% of UK households.
Readmoreonpages24-25
Ocado Logistics provides third-party logistics services to
our UK partners, Ocado Retail and Morrisons.
Readmoreonpages22-23
Ocado Solutions
Ocado Solutions provides OSP as an end-to-end suite
of solutions to grocery retailers.
Read more on page 18
Ocado Intelligent Automation (“OIA”)
OIA provides Ocado’s automation solutions to sectors
outside of grocery retail to drive efficiency in complex,
high-volume warehouse environments.
Read more on page 19
Ocado Group consists of three business segments, each with its
own management teams and distinctive business models.
Our structure
Strategic Report Additional InformationFinancial StatementsGovernance
3OCADO GROUP PLC Annual Report and Accounts 2024

Embed a
responsible business
approach
Optimise OSP
economics
Drive
success for
our partners
Grow our
revenue
1
4 5 2
Deliver
transformational
technology
3
Canada
UK
Sweden Poland
Japan
USA
Spain
France
Kingdom
of Saudi
Arabia
South Korea
Australia
Key
OSPPartners
OIAPartners
At a Glance continued
Reimagining
tomorrow
Our geographical reach
We have expanded significantly over the last decade. We signed our first partnership with Morrisons in 2013
and today we have a total of 25 CFCs with13leading grocery retailers around the world, representing more
than £300bn of annual sales. In FY23, we announced our first non-grocery deal to provide automated
fulfilment technology to McKesson Canada.
Our strategy
Ourvision is supported by five high-level
strategic priorities (shown in the diagram on
the right) that are relevant for each of our
three business segments. We measure
progress against these to ensure we
delivervalue for all our stakeholders.
Wearepleased to report progress
againstallareas in FY24.
Read more
OurChiefExecutive’sReview:pages7-9
OurSustainabilityReport:pages48-67
OurStrategy:pages14-15
4 OCADO GROUP PLC Annual Report and Accounts 2024

Our differentiators
Market-leading and patent-
protectedtechnology
offering flexible, end-to-end
automated solutions
Versatile technology that can be deployed
across grocery and non-grocery markets
20+ years of retail and logistics
operationsknow-how to support
our partners
A wide range of fulfilment options to suit
multiple practical scenarios for grocers, from
manual to automated
Driving more sustainable
and efficient ways of doing
business
Enables leading
online grocery execution
and profitability through OSP
Strategic Report Additional InformationFinancial StatementsGovernance
5OCADO GROUP PLC Annual Report and Accounts 2024

Adam Warby
Chair
Chair’sLetter
“Good progress
and growth, with
much more to
do in FY25”
It is a privilege to write my first statement as Chair of Ocado, having taken on this role just a few months
ago. I want to begin by thanking you, our shareholders, for your ongoing support to Ocado in delivering
its vision.
Overview
Since joining Ocado, I have been
impressed by the dedication and drive of
the leadership team and our employees.
TheBoard’s objectives cover the delivery
of the Group’s strategy, ensuring it
continues to understand the markets
inwhich weoperate and that
management continue to drive partner
success, as well as the development of
our people, sustainability framework and
ensure we embed our desired culture.
As part of my induction programme,
Ihave already met many key
stakeholders. In the UK, I have visited
theLuton and Bristol CFCs as well as our
development centre in Welwyn Garden
City, and I am looking forward to getting
overseas in 2025 to meet with key
partners and clients.
Strategic and
financialpriorities
FY24 was a year of transformation. We
made big strides with the deployment of
our Re:Imagined technology, deepening
partnerships, and hitting major
milestones. At the same time, we
recognise that the success of our
partners is behind where we and they
expected to be, and there is more to
dotoensure they get the full efficiency
and productivity gains that our
technology can offer.
The Board is fully committed to turning
cash flow positive during FY26 and as a
Board, we dedicate significant time to
discussing the performance of the
business units, ensuring we are putting
capital to good use and all while we
maintain a strong focus on healthy
liquidity to support sustainable growth.
You can read more on the Group’s
financial, operational and strategic
achievements in Tim Steiner’s Chief
Executive’s Review.
Maintainingstrong
governance
The Board remains committed
tomaintaining the highest standards
ofgovernance while supporting the
Executive Committee to achieve our
ambitious goals.
You can read more in the Governance
Report on page 90.
Looking ahead
We made good progress on many levels
in FY24 and there is much more to do in
FY25. Our recent results reflect both our
adaptability and the opportunities ahead,
but we need to remain vigilant in
addressing our challenges. We are in a
fast-moving industry and in FY25 we will
keep pushing forward, helping our
partners drive efficiency, improving cash
flow and expanding the reach of our
technology beyond grocery.
I am grateful for the trust placed in me to
serve as Chair and help shape that
future. I thank Rick Haythornthwaite for
his leadership and contributions during
his tenure. I look forward to working
alongside the Board, leadership team
and all our stakeholders, including our
shareholders, to drivethe Company’s
future success.
Adam Warby
Chair
27 February 2025
6 OCADO GROUP PLC Annual Report and Accounts 2024

Tim Steiner
Chief Executive
Officer
ChiefExecutive’sReview
FY24 was another year of transformative change and growth for Ocado. Following a period of
significant R&D investment in new products, we are now rolling out our latest generation ofadvanced
warehouse automation and innovative software solutions to our partners worldwide.
Overview
Last year saw OSP launch in new
markets with our partners in Poland and
Australia. We launched new CFCs in
Melbourne, Sydney and Madrid, and saw
more modules drawn down in existing
CFCs, and new CFC capacity ordered.
We also signed our first partnership in
the Middle East, with Panda in the
Kingdom of Saudi Arabia, demonstrating
a new level of reach and application for
our solutions.
In the UK, we saw ORL continue to grow
profitability. More than two decades
after the founding of the business, ORL
continues to take market share and
remains the fastest-growing grocer in
the UK. It also passed an important
milestone of delivering more than half a
million orders a week, now with well over
one million active customers.
With the majority of our OSP partners
now live, our focus has been on
optimising the efficiency of our joint
operations with partners at scale,
bringing our 24 years of experience
operating one of the world’s largest and
most successful online grocers to help
them succeed in the online channel.
Online grocery can take time to fine-
tune. In some cases, retailers are
developing new logistics capabilities and
supply chain processes to support
efficient online operations. They may be
developing new marketing skills and
teams to take advantage of a more
real-time, flexible approach than some
parts of store-based retail. However,
when you get this fine-tuning right, the
rewards are enormous. This is why we
have continued to make significant
investments in Partner Success and
embedding Ocado experts across our
global partners this year.
I remain confident that Ocado’s
technology and logistics expertise offers
the clear, proven solution to driving
profitability and standout customer
satisfaction in online grocery globally. It
also offers huge opportunities for better
productivity and storage efficiency in
wider parts of the retail andlogistics
industry.
It has been over a decade since Ocado
first started supplying our technology to
other retailers and, in that time, there
havebeen some big structural
changesin the global retail market.
Ibelieve these changes have reinforced
our leadership position.
The shift to the online channel in grocery
continues, with great and growing
demand for compelling experiences at a
price point similar to that of stores.
Grocery shoppers want a mass market
online service, at mass market offline
prices. Grocers around the world now
recognise that they need to meet this
growing market, but they know that
achieving it is expensive with traditional,
manual methods.
More than that, the cost to serve with
traditional methods is increasing. The
grocery sector has reaped the benefits
of a low-inflation, low-labour-cost
environment for decades. Over that time,
we have seen a trend of grocery retailers
investing in lower prices for customers
over and above more fundamental
improvements in productivity. Today
though, higher labour costs and lower
availability are adding cost pressures
toretail supply chains, whilegrocery
customers worldwide arestill bruised
bya sustained period ofhigh inflation.
In this environment, we believe that
investing properly in technology and
logistics that enable a low cost to serve
and a high customer satisfaction service
is not just a choice, it is essential.
“A year of
transformative
change and
growth”
Strategic Report Additional InformationFinancial StatementsGovernance
7OCADO GROUP PLC Annual Report and Accounts 2024

ChiefExecutive’sReviewcontinued
Over recent years, Ocado has reached
significant milestones, going live with
international partners for the first time
and bringing new partners and clients to
our business. Today, we have 25 CFCs
live across the world and our software
solutions are live in more than 1,000
stores globally. The centre of gravity in
our business has shifted significantly
from our home market to the global
stage.
Our partners and clients today number
among the most recognisable brands in
global grocery. In FY25, we expect
orders for more capacity, with a number
of our international sites approaching or
passing the profitability threshold for the
first time. We also expect to bring more
new partners and clients to our business.
Technology Solutions
Our Technology Solutions segment has
continued to expand over the past year.
OSP went live for the first time in
Australia with two CFCs for Coles and in
Poland with In-Store Fulfilment (“ISF”) for
Auchan Poland. We also expanded into a
new region with the addition of our latest
partner, Panda, in the Kingdom of Saudi
Arabia.
We have continued to deepen our
relationships with existing partners over
the course of the year, with multiple OSP
retailers choosing to roll-out our latest
automation across their operations.
On-Grid Robotic Pick (“OGRP”) and Auto
Frame Load (“AFL”) installations are
progressing well in the UK, USA,
Sweden, Spain and Australia, with
further installations due in FY25. We are
now operating OGRP arms worldwide
which have picked more than 33 million
items to date.
Luton CFC, Ocado Retail’s newest CFC,
continues to be at the forefront of our
Re:Imagined rollout, with over one-third
of eaches now picked robotically. At
target, we expect around 70% of the
available range to be picked robotically.
The CFC achieved 269 Units Picked per
labour Hour (“UPH”) in FY24, almost
double the productivity of our first CFC
in Hatfield.
Our Partner Success teams are now well
embedded both within our partners’
organisations and our overall account
management structure. Over FY24, we
have continued to place more emphasis
on local teams who are working with our
partners on the ground, supported by a
central team of analysts. This shift has
resonated well with our partners across
the board and has led to accelerated
improvements inanumber of key areas.
In OIA, we have continued to invest in
building brand awareness in key markets,
with a busy and successful trade show
agenda over the course of the year.
In FY25, we expect to see further growth
and operational improvements across
our partners, supported by our Partner
Success teams, and the delivery of some
key technology upgrades. We expect
these to translate into further modules
ordered and increased demand for
newCFCs.
We expect to reach some exciting new
milestones with our partners and clients,
with Lotte and Panda both going live with
OSP. We also expect to complete
installation at the Auchan Poland CFC
near Warsaw.
Ocado Retail
Ocado Retail has continued to gain
market share over the course of FY24,
reclaiming its position as the fastest-
growing grocer in the UK market. The
business continued to increase its
profitability, reporting an underlying
EBITDA
Ⓐ
margin of 2.9% (excluding
Hatfield), with a further focus on costs,
marketing efficiency andproductivity
gains in CFCs from newautomation.
We saw more customers shopping more
often and for more items on Ocado.com.
This was underpinned by improvements
in price perception versus competitors,
as well as continued enhancements to
the customer experience and available
range. Ocado’s technology drives
exceptional levels of order accuracy and
delivery punctuality, executed on an
industrial scale. In FY24, we launched
almost 10,000 new products on Ocado.
com and now have almost the whole
M&S addressable range available.
Achieving this level of continued growth
and customer satisfaction in one of the
world’s most competitive grocery
markets is a tribute to the talented
teamsat ORL, the quality ofthecustomer
proposition and theoutcomes enabled
byOcado’s technology.
“Ocado’s technology
and logistics expertise
offers the clear, proven
solution to driving
profitability and
standout customer
satisfaction”
8 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Logistics
Ocado Logistics is the largest employer
within Ocado Group, with over 15,000
colleagues employed across our CFCs,
spokes and head office operations.
We continued to deliver a high level of
service and efficiency to our UK partners
in FY24 against the backdrop of a more
challenging labour market, as well as the
final stages of a platform shift from our
legacy operating system to OSP.
In the year ahead, we continue to target
further CFC efficiencies with the
continued rollout of Ocado Re:Imagined
technology in our UK sites, as well as a
new programme tofurther improve
delivery efficiency.
Our people remain at the heart of
everything we do and I’m pleased this is
reflected in the positive improvements
we saw in colleague retention in FY24.
PrioritiesforFY25
In what will be our 25
th
year, I look
forward to building on the progress
made in FY24 across the Group. We will
continue to rollout our latest
technologies to partners around the
world to help them drive higher
productivity and improved economics
across their online operations.
We will release new software innovations
to partners thatwe expect to deliver
significant opportunities both for higher
growth andmore efficiency. We have
already begun to roll-out OSP Swift
Router, enabling our partners to serve a
much higher share of short lead-time
orders from their CFCs. We expect to
improve operational decision-makingfor
our partners at their CFCs with the
roll-out ofnew AIenhancements in FY25.
Finally, we now have a well-embedded
Partner Success framework, with our
international partners benefiting from
experienced support, in-market, to help
enhance their operational efficiency and
marketing and growth resources. This
has generated positive feedback from
partners in FY24. We expect it to drive
further improvements over the next year
both for existing live partners and for
those preparing to go live in the period.
Tim Steiner
Chief Executive Officer
27 February 2025
25
CFCs now live
globally
Strategic Report Additional InformationFinancial StatementsGovernance
9OCADO GROUP PLC Annual Report and Accounts 2024

Technology Solutions
OurBusinessModel
Technology Solutions is redefining ecommerce,
fulfilment and logistics in grocery and beyond.
Ocado Solutions offers OSP as an end-to-end suite
of solutions to grocery retailers. OIA offers Ocado’s
automation solutions to sectors outside of grocery
retail to drive efficiency in complex, high-volume
warehouse environments.
Revenue generation
Technology Solutions generates revenue through its
proprietary platforms, intellectual property and
associated services to global grocery and non-grocery
partners. In grocery, it primarily provides OSP as an
end-to-end fulfilment-as-a-service model. Outside of
grocery, it sells its proprietary material handling
equipment on a capital sale or robotics-as-a-service
model. By enabling partners to scale efficiently and
enhance customer experiences, Technology Solutions
creates long-term value while diversifying revenue
through applications in both grocery and non-grocery
sectors.
Our purpose
To reimagine the
world of distribution,
fulfilment and
ecommerce to
driveoutstanding
customer outcomes.
Delivering for our stakeholders
pages44-45
Our people Partners
Suppliers
Investors
Environment,society
and community
10 OCADO GROUP PLC Annual Report and Accounts 2024

Technology Solutions
In online grocery
OSP is the world’s most advanced end-to-end
ecommerce, fulfilment and logistics platform
forgroceryretail.
Core features
• A wide range of fulfilment solutions for online grocery
from automated CFCs to AI-powered ISF solutions.
• AI-driven demand forecasting and
inventorymanagement.
• Fully integrated order management
anddeliverysystems.
Value proposition
Operating the full suite of OSP capabilities enables
highlevels of productivity and efficiency for the retailer
and the best available proposition for the customer.
Readmoreonpage18
Innon-grocery,distribution
andlogistics
OIA offers Ocado’s automation solutions to sectors
outside of grocery retail to drive efficiency in complex,
high-volume warehouse environments.
Core features
• Automated fulfilment solutions tailored for
non-grocerysectors.
• Integration of robotics for precision, speed
andcostreduction.
• Customisable systems for diverse industries.
Value proposition
OIA helps businesses achieve higher efficiency,
scalability and operational excellence by integrating
cutting-edge automation technologies.
Readmoreonpage19
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11OCADO GROUP PLC Annual Report and Accounts 2024

Revenue generation
Ocado Logistics operates as a standalone business,
providing third-party end-to-end logistics services.
Revenue is generated through the recharge of
relevantcosts incurred plus a management fee of 4%
ofthose costs.
Value creation
OcadoLogistics offers deep knowledge and expertise
from over 20 years of operating an online logistics model
using Ocado’s technology. This capability enables high
performance levels across productivity, availability,
on-time delivery and doorstep customer experience.
Core features
• Every order is picked and packed in one of
ourautomated sites using our market leading
softwareand technology.
• Orders are delivered directly to customers using
theOcado Logistics network.
• Supports two UK retailers.
Value proposition
Ocado Logistics provides a scalable and efficient
fulfilment solution, powered by advanced automation
andAI. By ensuring reliable, high-quality service at scale,
it supports retail partners in meeting growing customer
demands while driving operational excellence and
long-term growth potential.
Readmoreonpages22-23
1.3bn
Total eaches shipped*
(12% increase from FY23)
Ocado Logistics
Ocado Logistics is a high-performing third-
party logistics and fulfilment business,
operating in the UK for retailers Ocado Retail
and Morrisons. It leverages deep operational
knowledge and expertise to drive operating
efficiency and customer satisfaction.
OurBusinessModelcontinued
* An “each” refers to a single unit of a product
12 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Retail
Revenue generation
ORL generates revenue through the sale of grocery
products to consumers through the Ocado online
platform and supplier services. Income is derived from
product sales, delivery charges and premium
membership fees.
Value creation
The collaboration with M&S allows ORL to offer an
unrivalled range of products, including from M&S, Ocado
Own Range and other branded products. Utilising
Ocado’s advanced technology and logistics infrastructure
ensures efficient order fulfilment and delivery, enhancing
customer satisfaction and loyalty.
Core features
• Personalisation: Uses data analytics to provide tailored
recommendations and promotions.
• Efficient online platform: Easy-to-navigate ecommerce
site with advanced filtering and search capabilities.
• Flexible delivery: Includes scheduled delivery slots and
same-day delivery.
Value proposition
ORL showcases the power of Ocado’s technology,
delivering a scalable, customer-focused online shopping
experience. Combining the widest selection of grocery
products with advanced data insights and flexible
delivery, it proves the growth and market leadership
enabled by Ocado’s innovation.
Readmoreonpages24-25
1.1m
Active customers
at year end FY24
(12% increase from FY23)
Ocado Retail Limited (“ORL”) is a pure-
play online grocery retail business serving
customers in the UK, with a geographic
coverage of over 80% of UK households.
The business is a 50:50 owned joint venture
between M&S and Ocado Group. This
structure enables ORL tooutperform the
market, combining award-winning customer
service and unrivalled customer data with
world-leading technology and logistics from
Ocado Group, and product development from
M&S.
Strategic Report Additional InformationFinancial StatementsGovernance
13OCADO GROUP PLC Annual Report and Accounts 2024

Our Strategy
Our vision is to be the undisputed leader and global partner of choice in providing
technology and automation solutions for grocery retail and beyond. Our strategic
framework of five interdependent priorities supports delivery of this vision and our ability
to monitor performance and progress. Conducting business responsibly is at the core of
our business and embodies our approach to all other priorities.
Our responsible business approach across our operations and supply chains is provided in our Sustainability
Report: pages 48-67
Priorities
Link to
stakeholders
How we
measureprogress Links to risk
How culture
supports this
Grow our revenue
1
Ocado Group revenue
growth%
Technology Solutions
recurring revenue growth %
ORL revenue growth %
Market proposition
Supply chain
Partner success
Climate & environment
Geopolitical &
macroeconomics
We innovate to
createsustainable
successfor ourselves
andourpartners
Optimise OSP
economics
2
OSP direct operating costs
as % of sales capacity
Ocado Logistics cost
pereach
UK OSP CFC UPH
Market proposition
Product innovation,
protection & performance
Supply chain
Climate & environment
Geopolitical &
macroeconomics
Partner success
We collaborate to deliver
improved efficiency and
greater capital returns for
ourselves and ourpartners
Deliver
transformational
technology
3
Technology development
headcount
Patents granted
andsubmitted
Product innovation,
protection & performance
Supply chain
Talent & capability
Cybersecurity & data
Climate & environment
Geopolitical &
macroeconomics
Partner success
We challenge boundaries and
stretch the art of the
possible, remaining curious in
ourpursuit ofoperational
technology excellence
Drive success for
ourpartners
4
Average number
ofmoduleslive
Partner orders of
additionalCFCs
Total eaches processed
through the platform
Supply chain
Talent &capability
Fire & safety
Climate & environment
Geopolitical &
macroeconomics
Partner success
We care for ourpartners;
theirsuccess isoursuccess.
Werecognise
ouraccountability andwill
always gotheextra mile
Embed a
responsible
business
approach
5
Carbon intensity
(tCO
2
e/100,000 orders
(Scope 1 & 2)
Technology
SolutionsEmployee Net
Promoter Score (“eNPS”)
Ocado Logistics eNPS
% of senior managers who
are female or ethnically
diverse
All risks (excluding partner
success)
We create an environment
that enables talent
development and growth,
listening toour people to
improve employee
engagement
Key:
Our people Investors Partners Suppliers Environment, society and community
14 OCADO GROUP PLC Annual Report and Accounts 2024

How Our Culture and Values
Support Our Strategy
At Ocado, our vibrant and unique culture is the heartbeat
ofour success. Our values may differ across each distinct
business but they are all rooted in the ambitious spirit
ofourearly days. As a Group, our culture is open,
collaborative, innovative and entrepreneurial.
Wethrive on curiosity and a relentless
drive to pioneer new ideas. As we have
grown and expanded globally, our culture
has evolved and we are proud of how
these qualities have helped Ocado
become the business it is today.
Our culture is underpinned by a set of
values and behaviours that guide every
step of an employee’s journey at Ocado,
from their first interview to their last day.
These values shape decision-making
and business conduct at every level of
the Company and ensure we remain true
toour pioneering spirit.
Keeping our culture alive and thriving
isvital to shaping our future, and the
Board recognises the importance of
having the necessary culture in place in
order to further our purpose and achieve
our strategic objectives (see the
Governance Report on pages 100-101).
Every day, we ensure our values come to
life across Ocado, fuelling innovation and
success at every level.
We keep this culture thriving through
adynamic mix of qualitative and
quantitative oversight. This includes
measuring our eNPS via Peakon, our
employee listening tool, and engaging
directly with teams across all levels of
the business. These insights ensure we
stay aligned, engaged and ready to
innovate.
For example, in Technology Solutions we
collaborate closely with our developers
to shape and refine how we are using our
software. This year, we equipped our
developers with cutting-edge AI tools
such as GitHub Copilot, which received
overwhelmingly positive feedback for
enhancing productivity. With OpenAI,
tools such as ChatGPT and the OpenAI
API are already delivering measurable
productivity gains, driving innovation
across our teams.
Our values were refined in FY23 and
have continued to be embedded in each
business segment during FY24.
1
1
1
2
2
2
3
3
3
4
5
Our Technology Solutions
valuesare:
Our Ocado Retail
valuesare:
Our Ocado Logistics
valuesare:
Aligned autonomy
Free to move with speed,
alignedtoact with purpose.
Learn fast
Be curious, experiment and evolve.
Build trust
We’re on the same team.
Craft smart
Innovate and create sustainable
success for us and our partners.
Collective potential
Collaborate to achieve more.
Always be curious
We ask why.
We keep on learning.
Bring our best selves
Wetakeownership.
We deliver, together.
Challenge what’s possible
We raise the bar.
We never give up.
We’re in it together
We fight for the common purpose,
show trust and respect, and care
foreach other.
We can be even better
We do the right thing, go the extra
mile for customers and celebrate
oursuccesses.
We’re proud of what we do
We never stop improving, thrive on
change and learn from our mistakes.
Strategic Report Additional InformationFinancial StatementsGovernance
15OCADO GROUP PLC Annual Report and Accounts 2024

Group Key Performance Indicators (“KPIs”)
Financial KPIs
Non-financial KPIs
Group KPIs reflect aggregate performance across our reported segments.
Belowaresomeof our Financial and Non-Financial KPIs. You can read more
aboutthebusiness segment KPIs in each business section.
Revenue Total Group
Ⓐ
/
continuing operations (£m)
Female representation
insenior leadership (%)
Why we use this measure
A fundamental measure of Ocado
Group’s financial performance,
providing the total turnover
across our operations. FY24 and
FY23 reflect both Total Group
Ⓐ
and reported revenue from
continuing operations.
Why we use this measure
Ocado is committed to increasing
female representation in senior
leadership in line with the
recommendation of FTSE Female
Leaders and set a target in 2023
to reach 40%.
Why we use this measure
A key profitability measure that
reflects Ocado Group’s
underlying earnings performance
by excluding the impact of
material, non-recurring
(adjusting) items. It allows the
Group to assess its core
profitability and financial health
across periods.
Why we use this measure
Measures the Greenhouse
Gas(“GHG”) emissions intensity
(directandindirect) of our
totalbusiness operations.
Why we use this measure
Reflects the underlying movement in
cash and cash equivalents to
measure Ocado Group’s ability to
generate cash from operations, fund
ongoing investments and sustain
long-term growth. This ensures that
we maintain financial resilience,
whilst pursuing targeted innovation
and growth in our core markets.
Adjusted EBITDA
Ⓐ
(£m)
Tonnes of CO
2
e/
100,000 orders
(Scope 1 and 2 –
market-based)
Underlying cash
flow
Ⓐ
(£m)
Readmoreabouthowthese,andourkeysegmentaldrivers(pages3and31),havedrivenperformanceinFY24
(CEO’sReview:pages7-9)andareconsideredinDirectors’remuneration(pages124-147)
Ourstrategy:pages14-15
OurSustainabilityReport:pages48-67
FY20 FY21 FY22
2,331.8
2,498.8
2,516.8
FY24FY23
2,765.6
3,155.9
1,122.1
1,214.5
FY20 FY21 FY22
73.1
61.0
(74.1)
FY24FY23
51.6
153.3
FY20 FY21 FY22
404
401
379
FY24FY23
348
358
FY20 FY21 FY22
36%
27%
24%
FY24FY23
32%
30%
FY20 FY21 FY22
(311.9)
(743.8)
(828.2)
FY24FY23
(472.5)
(223.7)
16 OCADO GROUP PLC Annual Report and Accounts 2024

OurMarkets
Demand for ecommerce Supply chain efficiency
andcost
Changing consumer
expectations
Analysts forecast that the penetration of
online in the overall grocery market will
continue to grow, driven by customer
demand for convenience, (see chart
below – left).
In the wider retail market, the number
ofglobal consumers shopping online
continues to expand as all age groups
embrace a multi-channel retail experience:
both in-store and online. Among
consumers, the convenience, paired
witha wider selection of goods and
competitive prices, have contributed
tothe continued growth.
Labour productivity growth in grocery has
been slow for decades as the industry has
historically lagged in its investment in the
productivity challenge when compared to
other sectors of the global economy.
With the steady increase in labour costs
across major markets, combined with
improved efficiencies in automation and
the growth of online retail, the Automated
Storage and Retrieval Services (“ASRS”)
market is growing rapidly. The ASRS
market is estimated to be over £1tn for
non-grocery warehouses greater than
50,000 sq ft over the next 15 years.
More people than ever before are
engaging with the ecommerce channel,
and expectations for the quality of service
that people can get have grown.
Research has found that personalisations
such as product recommendations can lift
revenues by 5% to 15% and fast-growing
retailers derive 40% more revenue from
this channel than their slower-growing
competitors. 54% of consumers have
already engaged with generative AI for
tasks such as personalised
recommendations.
What this means for Ocado
Ocado partners with 13 grocery retailers
around the world, supporting them to take
full advantage of demand in the online
channel with OSP. See page 4 for more
information. As partners go live and scale,
our Partner Success programme supports
them to hone operational performance
and customer growth strategies.
Our patented, market-leading technology
is applicable beyond the grocery sector.
Our end-to-end technology and robotic
solutions facilitate leading-edge
automation for storage and picking, and
other warehouse fulfilment functions such
as inbound and outbound loading,
packaging and palletisation.
What this means for Ocado
By harnessing AI, robotics and
automation, we work with retailers to
enable operational efficiencies across
ecommerce, fulfilment, supply chain and
last mile. OSP can provide 99% order
accuracy, 95% on-time delivery and
50,000+ SKUs, as well as driving down
order fulfilment costs relative to increased
labour costs, (see chart below – right).
Ocado is focused on leading-edge ASRS
innovation for clients outside the grocery
sector, through OIA. OIA operates a
capital-light “Material Handling Equipment
(“MHE”) sell” model, leveraging Ocado’s
existing technology and with upfront fees
closely matching Ocado’s cash outflows.
What this means for Ocado
We have used AI to revolutionise the
grocery ecommerce landscape. It is
applied in over90 different ways across
our ecommerce, fulfilment and logistics
platform to provide customers with highly
personalised customer experiences at
scale and enable our retail partners
toachieve impressive economics.
OSP enables increased product
engagement through personalisation,
building propositions to drive customer
retention and loyalty. Our technology
enables our partners to offer their online
customers ahigh-quality, wide and
differentiated range that is not feasible
with atraditionalretailer.
30%
25%
20%
10%
15%
5%
0%
UK USA CanadaAustralia Japan South
Korea
France Spain Poland Sweden
2024 Actual
2028 Forecast
12.90% 15.53% 5.51% 6.91% 1.24% 1.56% 3.45% 3.91% 4.13% 4.10% 22.04% 29.71% 5.28% 5.77% 8.69% 10.73% 6.04% 6.64% 9.06% 10.27%
Online grocery penetration by OSP
partner markets 2024 vs 2028 forecast
Ocado’s labour productivity improvement
relative to labour cost increases
25
20
10
2012 2013 2014 2015 2016 2017 2018 2019 20242023202220212020
15
200
175
150
100
125
Total Labour time (mins)
to fulfil a basket in an
Ocado CFC
Minimum Wage Growth
(OSP Markets)
Labour minutes to fulfil 50
item basket in an Ocado CFC
Minimum Wage
growth (index)
Minimum Wage Growth
(ex-Food Inflation)
Strategic Report Additional InformationFinancial StatementsGovernance
17OCADO GROUP PLC Annual Report and Accounts 2024

Business in focus
Technology
Solutions
Our Business Model on pages 10-13 summarises how Technology Solutions encompasses our
two commercial units and is underpinned by the delivery of our world-class technologies. Our
respective business unit CEOs, John Martin, Mark Richardson and James Matthews each
explain their insights from FY24 and their priorities for FY25 and beyond.
Ocado Solutions
International expansion
In FY24, we continued to expand our
international footprint, signing our 13
th
OSP partnership with Panda in the
Kingdom of Saudi Arabia. We were
pleased to go live with new CFCs
inSydney, Melbourne and Madrid,
andwe also went live for the first
timeinPoland, with the launch ofourISF
solutionfor Auchan Poland.
Our CFCs in Australia delivered an
exceptional start, with Coles completing
its planned transfer of in-store orders
into the Melbourne and Sydney CFCs
ahead of schedule. This was
accompanied by an uplift in “perfect
order” rates and a significant
improvement in customer experience,
measured by NPS.
In Madrid, Alcampo has also started well.
Alcampo’s CFC go-live marked the first
instance of a third-party logistics
provider managing CFC and delivery
operations for an international partner.
This is a similar approach to that taken
inthe UK, with Ocado Logistics
managing the CFC and delivery
operations for our partners.
Driving our partners’ growth
We are working closely with our
partners to share best practices
andrecommendations based on over
20years’ experience trading in the UK
with ORL.
OSP allows retailers to carry an
unparalleled range of items in a cost-
efficient way. Leveraging range and
webshop functionality, we are ableto
drive online basket size and help our
partners acquire and retain digital
customers.
Based on data from six partners, the
graph below shows that enabling alarger
range drives a higher basket size
andmargin.
Partner Success is also helping our
partners improve on acquisition,
retention and frequency of customers
shopping by refining marketing,
vouchering and delivery fee strategies,
and enhancing webshop functionality
such as “Have You Run Out” prompts
andoffers at checkout.
We saw a significant increase in orders
of our latest automation, with the
majority of our international partners
committing to retrofit Re:Imagined
automation into existing CFCs, or
planning for them infuture sites. We
expect these technologies to deliver
significant improvements to the
economics ofourpartners’ online
operations andenhancements to their
customerproposition.
Partner success
With the majority of our grocery partners
now live with our technology, our Partner
Success teams have remained focused
on supporting our partners to grow and
optimise their use of OSP. In FY24, we
significantly increased the number of our
experts embedded locally with our
partners. Multiple partners now benefit
from the support of experienced CFC
operators, as well as marketing and
ecommerce experts, as they grow their
online businesses with us.
Our highly experienced teams work
directly with our partners to develop their
operations and deliver their online growth
strategies, increase utilisation and
optimise the operational performance of
their CFCs. They ensure our partners are
dynamic in developing their fulfilment and
delivery networks, and grow in the right
ways in the right markets at the right time.
“ We expect these
technologiesto deliver
significant improvements
totheeconomics of our
partners’ online operations”
John Martin
CEO, Ocado Solutions
Range (SKUs)
Based on
data from six
partners
40%
50,000
Order value
growth: 1
st
to
5
th
order
Enabling a larger range
drives basket size
18 OCADO GROUP PLC Annual Report and Accounts 2024

The reduced availability and rising
cost of labour is a common problem
for all retailers, so is driving the
market potential for our warehouse
automation technology.
Automated Storage and
Retrieval Systems
Taking our know-how and real-life
experience gained in the grocery
sector, we are planning to use our
proprietary Automated Storage and
Retrieval Systems (“ASRS”)
technology beyond grocery for clients
across a range of markets, including
general retail, healthcare, Consumer
Packaged Goods (“CPG”) and the
components markets – any supply
chain requiring dense storage,
high-throughput operations.
available on handheld devices,
increasing the flexibility of the solution
by enabling more warehouse
operations to be completed across
the platform.
Trade shows
As part of growing our brand beyond
grocery, we attended 16 industry
leading trade shows to showcase our
Re:Imagined technology, with our
next-generation 600 Series bots,
On-Grid Robotic Pick (“OGRP”) as well
as our AMR product set.
We offer a comprehensive end-to-end
solution; engineered for space efficiency,
minimising potential bottlenecks and
single points of failure to ensure the
highest levels of warehouse productivity.
Our technology drives strong outcomes
across both direct to consumer fulfilment
operations and internal supply chains.
In FY23, we signed our first non-grocery
partner in McKesson Canada, the largest
pharmaceutical distributor in Canada, to
provide our latest Re:Imagined ASRS
fulfilment technology within their new
warehouse in Montreal. This year we
have been onsite delivering the solution,
which we plan to hand over in summer
FY25.
Autonomous Mobile Robot
6 River Systems (“6RS”), our
collaborative AMR fulfilment solution,
plays a key role in our growth strategy
and is an ideal automation solution for
customers with lower throughput
requirements or those wanting to start
their automation journey. In FY24, we
released the Mobile Fulfilment
Application in addition to our core AMR
product Chuck. This means that our
powerful picking software is now
Ocado Intelligent Automation
“ This market has significant
opportunities for Ocado”
Mark Richardson
CEO, Ocado Intelligent Automation
Technology Solutions
strategy
To design, build and support Ocado’s
automation technology – enabling our
partners to grow profitable businesses
at scale. We’re expanding at home and
internationally, developing our online
grocery platform and non-grocery
solutions, while our Partner Success
teams help our clients to grow.
• Continue to grow with our current
OSP partners, helping them
toscale efficiently with
Ocado’stechnology and
expandtheir operations.
• Expand our OSP footprint to new
markets, bringing new retailers
toour platform.
• Continue to build our client base
in new sectors and develop our
go-to-market approach in
non-grocery and logistics.
• Progress the larger scale
deployments of our Re:Imagined
technologies, following
successful deployments in FY24.
Technology Solutions priorities
for FY25 and beyond
19OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Business in Focus continued
The next generation of
technology
Ocado’s technology enables some
ofthe world’s leading retailers to run
successful online grocery operations
– reducing costs, driving efficiencies
and delivering better customer
experiences. Our end-to-end online
grocery product, OSP, brings together
ecommerce, fulfilment and logistics
inone integrated platform to
optimiseevery aspect of the
onlinegrocery operation.
After battle-testing these solutions
successfully in the grocery sector,
weare now equipped with the IP,
technologies and competencies to apply
these learnings to new verticals. The
next stage in our technology
development story will be harnessing
this knowledge to drive supply chain
efficiencies across a range of high-
volume, high-throughput environments,
outside of grocery.
Through OSP, our partners are deploying
a range of fulfilment solutions, from
AI-powered technologies to enhance
in-store picking to automated
warehouses where robots pick and pack
groceries seamlessly. We work with our
partners to create the right fulfilment
network for their business, based on
demand, customer preference and
market dynamics.
In 2022, we introduced Ocado
Re:Imagined, a suite of cutting-edge
technology solutions designed to
improve operating and capital efficiency
(see our next-generation CFCs on
page21), as well as online
customerexperiences. In FY24, we
reached a significant milestone as we
began to roll-out our Re:Imagined
innovations to our global partners. Our
OGRP technology has picked over
33 million items to date. Meanwhile,
we are successfully piloting the first of
our 600 Series bots into Ocado Retail’s
Bicester CFC, and the construction of
the first 600 Series Grid began in
Canada forMcKesson.
Our technology continues to help our
partners reduce costs, become more
efficient anddeliver an amazing
customer experience. For example, in
our most advanced live CFC, our
Re:Imagined technologies are already
entering a new stage of maturity. Luton
CFC now has 45 OGRP cells running,
picking over 45% of range penetration.
This has taken its average UPH for
Luton to 269 by the end of FY24, and
driven an improvement in UPH
performance of 9.1% for OSP CFCs.
In FY25, our Re:Imagined technologies
are set to deploy at scale, with planned
implementations by our partners into
new and existing CFCs. We expect
these to drive significant productivity
benefits within existing CFCs and help
to reduce the capital intensity of future
sites for our partners.
“ Our technology continues
to help our partners reduce
costs, become more efficient
anddeliver an amazing
customer experience”
James Matthews
CEO, Ocado Technology
Ocado Technology
Technology Solutions KPIs
Recurring capacity
fees (£m)
253.4
363.4
415.8
FY22 FY23 FY24
Direct operating costs
(% of live sales capacity)
2.02
2.74
1.65
1.60
FY21 FY22 FY24FY23
Cumulative number of
modules ordered/live
FY20 FY21 FY22 FY24FY23
105
84
53
41
168
213
232 232
239
116
Employee Net Promoter
Score (“eNPS”)
FY21 FY22
31
25
FY24FY23
19
12
Why we use this measure
Measures OSP recurring revenue
growth of Technology Solutions.
Why we use this measure
Measures the exit rate position at
the period end for the Group’s
site level operational costs,
including engineering, cloud,
insurance and property tax costs.
Why we use this measure
Modules ordered measures the
maximum capacity for which
acontract has been signed,
providing visibility of ongoing
capacity build, whilst live
modules measures the average
capacity installed and ready for
use by OSP clients, driving
recurring revenue.
Why we use this measure
This is a scoring system widely
used in industry and designed to
help us measure the engagement
ofour people.
20 OCADO GROUP PLC Annual Report and Accounts 2024

600 Series bot – Enabled by
3D printing technologies as a
lighter-weight, more efficient
and lower cost bot.
On-Grid Robotic Pick – Using
machine vision, deep
reinforcement learning and
advanced sensing capabilities
to pick tens of thousands of
products of varying shapes,
sizes and weights directly
from the grid.
Swift Router – Enables
last-minute, short lead-time
orders to be picked, packed
and delivered alongside
larger, longerlead-time
orders on the same grid
andvia the same van.
Mk3 Grid – Enabled by the
lighter 600 Series bot, this
grid uses fewer materials in
its construction and isquicker
tobuild.
Orbit – A supply system
software which consolidates
and distributes stock to the
CFC network from one
“parent” CFC. Enables smaller
sites to provide a full range
ofproducts across a number
of locations.
Auto Frame Load (“AFL”) –
Automating the highly manual
taskof loading completed
orders onto delivery frames
ready for delivery
tocustomers.
Autonomous Mobile Robot
– The automation ofpallet
movements in the inbound
area of a CFC.
Our next-generation CFCs
21OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Business in focus continued
Ocado Logistics
Transitioning to OSP
In FY24, we have continued to improve
on our already high levels of efficiency
and customer service across the UK
network. We successfully completed the
first phase of moving from the existing
legacy platform onto OSP by migrating
Morrisons, with the aim to migrate Ocado
Retail fully in FY25. Post-transition, we
look forward to combining our deep
knowledge and expertise with the
capabilities provided by OSP to fully
leverage the potential ofthe platform.
Capacity utilisation
Strong Ocado Retail growth has
materially increased the capacity
utilisation of its CFCs throughout FY24,
reaching 89% at year-end. OSP CFCs are
operating at higher levels of throughput
than they have previously done,
particularly during the key Christmas
trading days. Our focus is now to stretch
the capacity of the UK CFCs beyond
their design, to fully maximise the
potential capacity from the existing
network.
As previously announced, Morrisons is
also changing how it is utilising capacity
as it will gradually cease deliveries from
Erith CFC in orderto process higher
volumes from Dordon CFC and its stores,
where online orders are fulfilled using
our AI-powered ISFsolution.
Operating efficiency
The closure of our oldest and least
efficient CFC, Hatfield, and the opening
of Luton CFC towards the end of FY23
has driven material gains in network CFC
UPH, coupled with the deployment of
Re:Imagined technology.
Luton CFC has ramped to almost 100%
ofits design capacity within its first year
of operating and has emerged as the
highest-performing CFC. As we continue
to roll-out our Re:Imagined technology
across our UK CFCs, we expect a further
step-change in UPH performance during
FY25.
During FY24, we commenced
aprogramme of work to optimise
thenetwork and drive delivery
efficiencyimprovements.
“ As more volume was processed
through OSP CFCs and
Re:Imagined technology deployed,
UPH has increased by 9.1% year-
on-year”
Brian McClory
Managing Director, Ocado Logistics
Ocado Logistics strategy Priorities for FY25 and beyond
• Continued improvement in delivery
efficiency and last mile costs.
• Increase capacity from the
existingnetwork.
• Migrate Ocado Retail to OSP, and further
leverage OSP capabilities.
• Raise the bar in driving further
improvements to customer experience.
• Create an environment where people feel
valued, motivated and proud to work for
Ocado Logistics.
• Further improvement in CFC UPH,
supported by deployment of OGRP
andAFL across the UK.
• Complete Morrisons’ network capacity
configuration changes, and optimise
capacity between CFC and ISF.
• Deliver employee management
systemsupgrade.
For FY25, our strategic priorities remain largely
unchanged, with our organisational goals focusing
onthehighest value drivers
To deliver an outstanding customer experience
for our partners through our people,
technology and expertise
Mission
Deliver on
unrivalled
customer
experience
Enable
profitable
growth for
our partners
Make Ocado
Logistics a
great place to
work
Strategic
pillar
Develop capabilities to be fit for the future
Strategic
enabler
22 OCADO GROUP PLC Annual Report and Accounts 2024

and a 6.3 ppts year-on-year
improvement in Ocado Retail “perfect
orders” delivering increased customer
satisfaction.
Making Ocado Logistics
agreat place to work
Our 15,000 people are absolutely
essential to our ongoing success. We
saw continued progress in engagement,
as reflected in a seven-point
improvement in our eNPS score
compared to the previous year.
Colleague retention in our hourly paid
groups is a key focus area and we
launched a programme to better
understand the key drivers of attrition
and implement measures to improve
retention, focused initially on new
starters by improving their experience
through selection, induction and
onboarding. As a result of these actions,
we are now seeing improvements come
through with new starter retention
improving six ppts during the year.
We are also investing in upgrading our
employee management systems and,
once complete, will provide an enhanced
employee experience through improved
functionality and greater flexibility.
Leveraging OSP
We reached a significant milestone in
FY24, with the successful migration of all
Morrisons’ CFC and spoke sites onto
OSP, enabling Morrisons to deliver a
seamless, unified customer experience
optimised across its entire CFC and ISF
network.
Our focus is now on migrating Ocado
Retail during FY25, with preparations
atan advanced stage. This customer
migration will allow Ocado Retail to
unlock the full potential of OSP such
asshort lead-time orders and more
flexible customer delivery slots.
Following the migration of CFCs and
spokes, we will also transition our supply
chain systems to OSP supply chain for
both our UK retail partners, enabling
greater operational efficiencies, smarter
demand forecasting and replenishment.
Raising the bar in
customerexperience
We have continued to make good
progress in enhancing the customer
experience, through a relentless focus
on operational execution to drive positive
results across our core service metrics;
offering improved delivery slot
availability, higher product availability
and consistently high levels of fulfilment,
with 99% of items delivered as ordered
Ocado Logistics KPIs
Cost per each
(£)
0.54
0.54
0.52
FY22 FY23 FY24
Why we use this measure
Measures total Ocado Logistics
costs divided by total units
(eaches) of volume fulfilled for UK
clients.
Employee Net Promoter
Score (“eNPS”)
2
-1
6
13
FY21 FY22 FY24FY23
Why we use this measure
This is a scoring system widely
used in industry and designed to
help us measure the engagement
ofour people.
Total eaches shipped
(million)
1,196
1,273
1,229
1,182
1,325
FY20 FY21 FY22 FY24FY23
Why we use this measure
Measures total units of volume
fulfilled for UK clients, the key
driver of cost recharges revenue.
Labour productivity
(average OSP CFC UPH)
184
168
171
208
227
FY20 FY21 FY22 FY24FY23
Why we use this measure
Measures CFC operations
efficiency in average units picked
per labour hour in our UK OSP
CFCs (note: excludes Dordon).
Drops per van route in
eight-hour shift (“DP8”)
21.3
19.7
19.0
21.5
21.0
FY20 FY21 FY22 FY24FY23
Why we use this measure
Measures the efficiency of our
service delivery operations (note:
metric based on ORL data only).
23OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Business in Focus continued
Ocado Retail
Delivering stronggrowth
Ocado Retail (“ORL”) has delivered
another year of strong progress in FY24,
with revenue growth of 13.9%, driven by
order growth on Ocado.com of 12.5% as
we passed the milestone of 500,000
orders per week in the final quarter of
FY24. We have achieved this by being
laser-focused on customer service and
delivering unbeatable choice, unrivalled
service and reassuringly good value to
the households and families that we
serve (“our customer proposition”,
described below). Our strategy has
resonated strongly with customers as
our share of the online grocery market
increased by 1.8 ppts to 12.9% and our
industry-leading NPS increased bya
further 4.9 ppts.
The overall labour productivity at our
OSP CFCs has risen to an average of 227
UPH, up 9.1% from 208 last year. The
average UPH for Ocado.com improved
by 15.2% from 191 to 220.
Conversely, the network reorganisation
following the closure of Hatfield
alongside a number of other headwinds
has, however, impacted our overall last
mile (service delivery) efficiency. Across
the year, we have commenced several
programmes to continue to optimise our
delivery network.
Profitability improved throughout the
year, with ORL achieving a positive
adjusted EBITDA
Ⓐ
of £44.6m (£77.8m
excluding Hatfield fees), compared to
£10.4m in FY23. This represents an
EBITDA
Ⓐ
margin of 1.7% (2.9% excluding
Hatfield fees), versus 0.4% in FY23.
Unbeatable choice
We continued to offer unbeatable choice
to customers, with around 45,000
products across M&S favourites,
household brands and the Ocado Own
Range, as well as many offerings from
small suppliers, as wetake advantage of
our unique operating model.
ORL also championed in-season produce
and challenger brands, introducing
customer-facing initiatives such
asMakers Market and the Buying
Britishaisle.
Revenue growth was primarily driven
bygrowth in our active customer base,
as well asincreased frequency, with
more customers shopping with us, more
of the time. We grew our active
customers by12.1% to over 1.1 million
customers shopping on Ocado.com. We
also saw improvements in customer
retention and the value of new
customers in their first quarter, as we
continued to improve our targeted
marketing efforts and enhance the
customer experience.
Network utilisation and
operations transformation
This year has been a period of
transformation for our operations as we
focused on optimising our network and
improving efficiency. We have made
significant progress in improving the
utilisation of our network, which reached
89% utilisation by the year end,
compared to 75% in FY23 and 60%
inFY22.
Network reorganisation, including the
closure of our least efficient CFC in
Hatfield and the opening of Luton CFC,
has driven volume into our more efficient
OSP sites and is driving productivity
gains across the network. Productivity at
these OSP sites will continue to improve
as more volume goes through the
system, in part supported by automation
such asOGRP.
Ocado Retail strategy
Unbeatable choice
Ocado.com offers a huge range of
around 45,000 products, providing
unbeatable choice for our more than
1.1 million active customers. From M&S
favourites and big brands, to our Ocado
Own Range and an ever-growing list of
small, independent brands – everyone
gets more choice atOcado.
Unrivalled service
We offer unrivalled service with a high
“perfect order” rate, ensuring products
are delivered on time and in full by our
friendly drivers. We make grocery
shopping more convenient through
offering thoughtful service features such
as kitchen table deliveries, use-by dates
in order on receipts and easy one-click
additions to an existingbasket.
Reassuringly good value
We offer reassuringly good value for
our customers through the Ocado
Price Promise – where we match the
price of over 10,000 products of
customers’ like-for-like shop to
Tesco.com – and our great value
Ocado Own Range.
“ FY24 was a year of strong
growth. We’ve achieved this
by being laser-focused on
customer service and delivering
unbeatable choice, unrivalled
service and reassuringly good
value to the households and
families that we serve”
Hannah Gibson
CEO, Ocado Retail
24 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Retail KPIs
Unrivalled service
Enabled by Ocado’s technology, our
already high “perfect orders” (on time
and in full, with no substitutions)
increased 6.3 ppts year-on-year, with
99% of items delivered as promised. ORL
also improved product availability and
increased the delivery slots available to
customers, whilst also extending the
shelf life of our produce by adding on
average another half day of freshness
forcustomers.
Reassuringly good value
We have made significant investments to
lower the prices across hundreds of
products with six “Big Price Drops” since
June 2023. This, together with our
Ocado Price Promise, has reinforced our
price credentials to shoppers, with our
value satisfaction score increasing by
4.3 ppts in the year.
Sustainability
As part of our “Planet Together”
sustainability strategy, we have made
good progress towards becoming a net
zero business. There is more to do;
however, key highlights for FY24 include:
• our net zero emissions targets being
validated by the Science Based
Targets initiative (“SBTi”);
• being the first major supermarket
tolaunch a packagingscheme that we
implemented across our Ocado
OwnRange pasta, rice, detergent
andsoftener products; and
• launching our new partnership with the
Soil Association to help farmers
progress towards nature and climate-
friendly farming.
Priorities for FY25 and beyond
We are now moving to the next phase of
our strategy and, looking ahead to FY25,
we have evolved our strategy to focus on
three areas:
• Leading customer proposition – We will
continue to deliver our leading
customer proposition through
unbeatable choice, unrivalled service,
and reassuringly good value;
• Smart growth – As we continue to
scale, we will drive smart growth
through increasing our customer
lifetime value, improving our cost
toserve and maximising our
networkcapacity; and
• Platform for the future –
Thiswill all beunderpinned by
building out our platforms for
the future, including migrating
to new technology platforms
inFY25, delivering our leading
retail media offering and
continuing to develop our
high-performance teams.
Average basket value
(£)
117.74
127.87
136.04
120.94
122.09
FY20 FY21 FY22 FY24FY23
Year end active customers
(000s)
942
832
682
998
1,119
FY20 FY21 FY22 FY24FY23
Average orders per week
(000s)
378
358
319
393
442
FY20 FY21 FY22 FY24FY23
Average eaches
per basket
46
53
57
44 44
FY20 FY21 FY22 FY24FY23
Why we use this measure
Measures aggregate impact on
average shopping basket for
Ocado.com.
Why we use this measure
Measures growth in ORL core
customers who shopped at
Ocado.com within the previous 12
weeks.
Why we use this measure
Measures order growth in the
ORL business for Ocado.com.
Why we use this measure
Measures total units of volume for
Ocado.com divided by the total
number of Ocado.com orders, the
key driver of average basket
value for the ORL business.
25OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Stephen
Daintith
Chief Financial
Officer
“A strong
financial
performance”
FY24 delivered a strong financial performance underpinned by growth in our Technology Solutions and
Retail segments. The Group maintains good liquidity and is well-positioned for sustainable growth and
targeted innovation.
Financial Review
Total Group
Ⓐ
revenue
(£m)
FY20 FY21 FY22
2,331.8
2,498.8
2,516.8
FY24FY23
2,765.6
3,155.9
1,122.1
1,214.5
FY24 and FY23 above reflect both
continuing operations and Total Group
Ⓐ
Group adjusted EBITDA
Ⓐ
(£m)
FY20 FY21 FY22
73.1
61.0
(74.1)
FY24FY23
51.6
153.3
Underlying cash
flow
Ⓐ
(£m)
FY20 FY21 FY22
(311.9)
(743.8)
(828.2)
FY24FY23
(472.5)
(223.7)
FY24 results are presented for the 52 weeks ended 1 December 2024. FY23 was a53-week period to 3 December 2023.
Toaidcomparability, the FY23 results are presented on an unaudited 52-week basis, other than year-end Balance Sheet
andcashflow data, unlessotherwise stated.
In August 2019, the Group sold 50% of the shares it held in Ocado Retail Limited (“Ocado Retail” or “Retail”) to Marks & Spencer
Group plc (“M&S”). Under the terms of the shareholder agreement, the Group remained the controlling shareholder via certain
tie-breaking rights until at least August 2024. As previously stated, the Group intends to relinquish these rights to M&S in early
April 2025. At this point, the Group will cease to fully consolidate Ocado Retail’s results and will instead account for its investment
in Ocado Retail as an “investment in associate” using the equity method. There will be no change in the economic interest of both
shareholders in Ocado Retail or any consideration paid by M&S.
In light of the expected deconsolidation and in accordance with the relevant accounting standards, Ocado Retail and relevant
inter-segment eliminations are reported as a discontinued operation at the year end. Ocado Retail’s income and expenses
arepresented as discontinued operations in the current and prior period’s Income Statement and its assets and liabilities are
reported as held for sale on the Balance Sheet. To aid year-on-year comparability of financial performance the current and prior
period’s income and expenses below are shown on a continuing operations and Total Group
Ⓐ
basis, where Total Group
Ⓐ
includes
Ocado Retail and relevant inter-segment eliminations. Cash flows attributable tocontinuing operations and to the consolidated
Group are detailed separately in the cash flow section. Thecash flows attributable to discontinued operations are shown
separately in Note 2.9 to the Consolidated Financial Statements. Continuing operations comprise the Technology Solutions
andLogistics businesses, which continue to be presented gross of inter-segment eliminations with Ocado Retail.
26 OCADO GROUP PLC Annual Report and Accounts 2024

Headlines
• The Group delivered revenue of
£1,214.5m, anincrease of 11.6%
year-on-year (FY23: £1,088.0m).
Including discontinued operations
(i.e.OcadoRetail net of inter-segment
eliminations), Total Group
Ⓐ
revenue
increased by 14.1% to £3,155.9m
(FY23: £2,765.6m). Adjusted EBITDA
Ⓐ
excluding Ocado Retail and inter-
segment eliminations increased by
£66.5m to £112.0m (FY23: £45.5m).
Total Group
Ⓐ
adjusted EBITDA
Ⓐ
increased by £101.7m to £153.3m
(FY23: £51.6m).
The Group maintains good liquidity
tosupport our growth plans.
Groupunderlying cash flow
Ⓐ
improvedby £248.8m to £223.7m
outflow (FY23: £472.5m outflow on
a53-week basis) largely reflecting
ayear-on-year reduction in capital
expenditure and improved cash
generated from operations. The Group
excluding Ocado Retail held cash and
cash equivalents at the end of the
period of £732.5m (FY23: £808.8m) and
liquidity of £1.03bn (FY23: £1.11bn).
TheGroup including Ocado Retail
heldcash and cash equivalents at
theend of the period of £771.5m
(FY23: £884.8m) and liquidity
of£1.07bn (FY23: £1.18bn).
During the period, the Group issued
£700.0m of senior unsecured debt
comprising £450.0m of senior
unsecured notes and £250.0m of senior
unsecured convertible bonds. The
Group simultaneously used £654.3m to
partially redeem £703.5m of senior
unsecured debt, at a £49.2m (7%)
discount to par value.
• Technology Solutions delivered strong
revenue growth, up 18.1% to £496.5m
(FY23: £420.5m) with 116 average live
modules during the period (FY23: 105),
up by 10.5%. During the period, we
opened three CFCs: two CFCs for Coles
in Sydney and Melbourne, and one for
Alcampo in Madrid. At the end of the
period, we had 29 live sites (FY23: 26
sites) and 123 live modules (FY23: 111
live modules). Adjusted EBITDA
Ⓐ
for the
period was £80.9m (FY23: £15.4m), an
improvement of £65.5m. The
improvement was driven by the strong
profit flow-through fromthe £76.0m
growth in revenue and continued
optimisation of our costbase.
• Logistics revenue grew by 7.6% to
£718.0m (FY23: £667.5m) and primarily
represents cost recharges to Ocado
Retail and Morrisons of £681.6m
(FY23: £633.9m). Orders per week
increased by 10.6% to 564,000
(FY23: 510,000); eaches (individual
items in the shopping basket) increased
by 12.0%. Adjusted EBITDA
Ⓐ
for the
period was £31.1m, an increase of £1.0m
(FY23: £30.1m) reflecting higher
management fees associated with
increased volumes, partially offset by
the expiry of asset rental agreements
during the period and higher technology
and support costs.
• Retail revenue increased by 13.9%
inthe period to £2,685.8m
(FY23: £2,357.5m) driven by strong
growth in orders per week, up 12.5%
to442,000 (FY23: 393,000).
Growthinorders per week reflects an
increase in active customers, up 12.1%
to 1,119,000 at the end of the period
(FY23: 998,000) and an increase in
frequency of orders. Average basket
value increased by 1.0% to £122.09
(FY23: £120.94) as average item
pricesincreased by 0.4% to £2.75
(FY23: £2.74) as Ocado Retail continued
to invest in price. The 0.4% increase in
average selling price (“ASP”) was well
below UK grocery inflation of 3.0%
(Nielsen). Basket sizes remained stable
at an average of 44.3 individual items
(FY23: 44.2 items) driven by continued
investment in value and service
improvements. Adjusted EBITDA
Ⓐ
for
the period was £44.6m (FY23: £10.4m).
The £34.2m improvement in adjusted
EBITDA
Ⓐ
reflects the strong trading
performance, partly offset by higher
fees paid to Technology Solutions from
indexation, the annualisation of the
opening of the Luton CFC in FY23 and
higher service delivery costs.
Group summary
FY24 (52 weeks) FY23 (52 weeks) Change
£m
Continuing
operations
1
Total
Group
Ⓐ
Continuing
operations
1
Total
Group
Ⓐ
Continuing
operations
1
Total
Group
Ⓐ
Revenue 1,214.5 3,155.9 1,088.0 2,765.6 11.6% 14.1%
Operating costs (1,102.8) (3,002.9) (1,041.6) (2,713.1) (5.9)% (10.7)%
Share of results from joint ventures and associates 0.3 0.3 (0.9) (0.9) 133.3% 133.3%
Adjusted EBITDA
Ⓐ
153.3 51.6 £101.7m
Depreciation, amortisation and impairment
2
(413.9) (460.3) (338.5) (395.9) (22.3)% (16.3)%
Finance income
3
30.4 34.1 39.2 40.0 (22.4)% (14.8)%
Finance costs (98.6) (116.4) (82.0) (95.1) (20.2)% (22.4)%
Other finance gains and losses 10.0 10.0 (18.1) (18.1) 155.2% 155.2%
Adjusted loss before tax (360.1) (379.3) (353.9) (417.5) £(6.2)m £38.2m
Adjusting items
Ⓐ
20.3 4.8 83.9 23.9 £(63.6)m £(19.1)m
Loss before tax (339.8) (374.5) (270.0) (393.6) £(69.8)m £19.1m
Tax credit 0.2 0.2 16.9 16.2 (98.8)% (98.8)%
Loss for the period (339.6) (374.3) (253.1) (377.4) £(86.5)m £3.1m
Ⓐ
These measures are alternative performance measures. Please refer to pages 239 to 241.
1. Continuing operations reflects the results of the Group excluding Ocado Retail and relevant inter-segment eliminations.
2. Depreciation, amortisation and impairment of £413.9m (FY23: £338.5m) excludes £1.6m (FY23: £5.9m) recognised in adjusting items
Ⓐ
. Total Group
Ⓐ
depreciation, amortisation
and impairment of £460.3m (FY23: £395.9m) excludes £5.2m (FY23: £47.5m) recognised in adjusting items
Ⓐ
.
3. Finance income of £30.4m (FY23: £39.2m) excludes £11.4m (FY23: £6.1m) recognised in adjusting items
Ⓐ
. Total Group
Ⓐ
finance income of £34.1m (FY23: £40.0m) excludes
£11.4m (FY23: £6.1m) recognised in adjusting items
Ⓐ
.
This commentary is on a pre-adjusting item
Ⓐ
basis to aid understanding of the performance of the business on a comparable
basis. Adjusting items
Ⓐ
are detailed in Note 2.5 to the Consolidated Financial Statements. Adjusted loss before tax similarly
excludes the impact of adjusting items
Ⓐ
.
27OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
Revenue forthe period increased by
11.6%, anincrease of £126.5m to
£1,214.5m (FY23: £1,088.0m). Total
Group
Ⓐ
revenue increased by 14.1%, an
increase of £390.3m to £3,155.9m
(FY23: £2,765.6m).
Technology Solutions revenue increased
by 18.1% from £420.5m to £496.5m
mainly driven by 1. the annualisation of
the three sites opened during FY23, 2.
the go-live of three sites in the second
half of FY24 (two CFCs for Coles in
Australia and one for Alcampo in Spain),
and 3. the annualisation of revenue from
6 River Systems LLC (“6RS”), acquired
inthe second half of FY23. The average
number of live modules is the key
revenue driver for Technology Solutions
and average live modules increased
by10.5% to 116 (FY23: 105).
Logistics revenue increased by 7.6% to
£718.0m (FY23: £667.5m) and comprises
cost recharges and management fees to
its two UK partners, Ocado Retail and
Morrisons. Whilst the volume of eaches
increased by 12.0% to 1,324.8m
(FY23: 1,182.4m), revenue growth was
proportionately lower, at 7.6%, reflecting
productivity improvements from the
continued roll-out of our Re:Imagined
technology, closure of the Hatfield CFC
in FY23 and a year-on-year reduction
inwholesale utilities rates, namely
lowerelectricity unit costs
(FY24: 21.0pper kilowatt hour;
FY23: 27.1p per kilowatt hour).
Retail revenue increased by 13.9%,
up£328.3m from £2,357.5m to
£2,685.8m, reflecting strong growth
inorders per week of 12.5% to 442,000
(FY23: 393,000). Growth in orders per
week was driven by an increase in active
customers, up by 12.1% to 1,119,000 at
the end of the period (FY23: 998,000)
aswe optimised our marketing activities.
Order frequency increased, reflecting
ourstrengthened customer proposition
and focus on value. Our basket size
increased by 0.2% to 44.3 items
(FY23: 44.2), supported by investment
inprice which led to continued lower-
than-market price inflation. The strong
revenue performance reflects the
significant progress the business
ismaking with its “Perfect
Execution”strategy.
Net cumulative invoiced fees to our
partners on our Balance Sheet and not
yet recognised as revenue increased by
£59.9m to £506.6m (FY23: £446.7m).
Net cumulative invoiced fees are
recognised as contract liabilities on the
Balance Sheet and are an indicator of
future revenues as the balances will be
released to the Income Statement as the
performance obligations are satisfied.
The net movement of £59.9m during the
period ismainly driven by 1. amounts
invoiced of £103.9m, 2. revenue
recognised in the Income Statement of
£34.7m, and 3. £9.6m received by 6RS
previously recognised as contract
liabilities that was reclassified as
deferred income. Theamounts invoiced
of £103.9m were driven by 1. incremental
staged payments following the go-live of
three CFCs during the period, and 2. new
orders from existing OSP Partners. The
release to the Income Statement of
£34.7m was driven by revenue
recognised on operational sites in line
with IFRS 15.
Operating costs increased by 5.9% to
£1,102.8m (FY23: £1,041.6m). Total
Group
Ⓐ
operating costs increased by
10.7% to £3,002.9m (FY23: £2,713.1m)
Technology Solutions operating costs
increased by 2.6% to £415.6m
(FY23: £405.1m). This comprises 1. direct
operating costs of £149.1m
(FY23: £124.5m), up 19.8% reflecting the
increase in average live modules,
annualisation of 6RS and Jones Food
operating costs, and higher Solutions
pass-through costs from equipment
sales, 2. Technology costs of £92.9m
(FY23: £89.5m), up 3.8% and 3. support
costs of £173.6m (FY23: £191.1m), down
9.2% reflecting cost-saving initiatives
that were partially re-invested into our
OIA and Solutions Sales and Partner
Success programmes. The current
period includes £5.1m litigation income
received, net of costs, following the
settlement reached with MasterCard and
Visa in relation to bank interchange fees.
The prior period included the one-off
profit of £5.0m from the sale of the
Dartford spoke. Logistics operating costs
increased by 7.8% to £686.9m
(FY23: £637.4m) due to a 10.6% growth
in orders that was offset by improved
productivity across our OSP sites. Retail
operating costs increased by 12.5% to
£2,641.2m (FY23: £2,347.1m) largely
driven by the growth in orders, continued
inflation and incremental OSP fees
year-on-year. Operating costs for Retail
increased at a lower rate than revenue
due to 1. improved gross profit margin,
2.efficiencies in order fulfilment across
all sites and 3. a year-on-year decrease
in wholesale electricity prices.
Share of results from joint ventures and
associates was £0.3m profit
(FY23: £0.9m loss).
The Group has two joint ventures
(OcadoRetail and MHE JVCo) and
oneassociate (Karakuri, a robotics
business involved in the development
ofautomation for quick-service
restaurants). Per IFRS 5, Ocado Retail is
reported as a discontinued operation in
the Consolidated Financial Statements.
• MHE JVCo is a 50:50 joint venture with
Morrisons and holds the Dordon CFC
MHE assets which Ocado Retail and
Morrisons use to service their online
businesses. The Group’s share of the
MHE JVCo profit after tax in the
periodamounted to £0.3m
(FY23: £0.1m loss); and
• Karakuri Limited is an associate and
the Group’s 26.3% interest in Karakuri
contributed £nil in the period
(FY23: £0.8m loss). Karakuri appointed
administrators in June 2023 and the
remaining investment in Karakuri was
written down to £nil in the prior period.
Adjusted EBITDA
Ⓐ
excluding Ocado
Retail and inter-segment eliminations
was £112.0m (FY23: £45.5m).
TotalGroup
Ⓐ
adjusted EBITDA
Ⓐ
was
£153.3m (FY23: £51.6m) with all
segments delivering a positive adjusted
EBITDA
Ⓐ
. The £101.7m year-on-year
increase wasdriven by a £65.5m
improvement inTechnology Solutions
to£80.9m (FY23: £15.4m), a £34.2m
improvement in Retail to £44.6m
(FY23: £10.4m) and a£1.0m
improvement in Logistics to £31.1m
(FY23: £30.1m). The improvement in
Technology Solutions adjusted EBITDA
Ⓐ
was mainly driven by the strong flow-
through of incremental revenue to
adjusted EBITDA
Ⓐ
. Logistics delivered
positive adjusted EBITDA
Ⓐ
from its
resilient cost-plus model, with adjusted
EBITDA
Ⓐ
increasing year-on-year driven
by higher management fees and lower
non-recharged technology and support
costs. The improvement in Retail
adjusted EBITDA
Ⓐ
was driven by strong
growth in active customers, resulting
ina12.5% increase in orders per week,
improved gross profit margin and an
improvement in operational efficiency
across the network. This was partly
offset by higher OSP fees reflecting
theopening of the Luton CFC in the
second half of FY23.
28 OCADO GROUP PLC Annual Report and Accounts 2024

Depreciation, amortisation and
impairment increased by 22.3% to a
charge of £413.9m (FY23: £338.5m).
Total Group
Ⓐ
depreciation, amortisation
and impairments increased by 16.3% to a
charge of £460.3m (FY23: £395.9m).
This comprises 1. depreciation of PP&E
of £215.8m (FY23: £182.8m), 2.
depreciation of right-of-use assets of
£53.5m (FY23: £69.1m), 3. amortisation
expense of £147.3m (FY23: £122.1m) and
4. impairment charge of £43.7m
(FY23: £21.9m).
The increase was mainly driven by
£58.2m additional depreciation and
amortisation, due to the go-live of three
sites within the previous 12 months, the
annualisation of the 3 sites that went live
during FY23 and technology projects
going live in the last 12 months. This was
partly offset by a £15.6m reduction in the
depreciation of right-of-use assets, as
leases on plant and machinery in respect
of our Dordon shared site expired in the
prior period. Impairments of £43.7m
(FY23: £21.9m) were recognised during
the period. These comprise largely
assets related to our contract with
Groupe Casino, certain intellectual
property assets, bots that have been
upgraded, and technology projects the
Group has decided not topursue further.
Net finance costs decreased by £2.7m
to £58.2m (FY23: £60.9m). This
comprises 1. finance costs relating to
interest expense on borrowings and
lease liabilities of £98.6m
(FY23: £82.0m), 2. finance income on
deposits of £30.4m (FY23: £39.2m) and
3. other finance gains of £10.0m
(FY23:loss of £18.1m).
Total Group
Ⓐ
net finance costs
decreased by £0.9m from £73.2m to
£72.3m. This comprises 1. finance costs
of £116.4m (FY23: £95.1m), 2. finance
income of £34.1m (FY23: £40.0m) and 3.
other finance gains of £10.0m (FY23: loss
of £18.1m).
Total Group
Ⓐ
finance costs of £116.4m
(FY23: £95.1m) mainly comprise the
interest expense of £89.9m
(FY23: £68.4m) on borrowings. The
increase of £21.5m was primarily due to
a higher interest expense on the
unsecured loan notes issued during the
period.
Total Group
Ⓐ
finance income of £34.1m
(FY23: £40.0m) is primarily interest
income on cash balances principally
derived from investments in money
market funds and term deposits.
Other finance gains of £10.0m (FY23:
loss of £18.1m) comprise:
• Gain on revaluation of financial assets
of £10.1m (FY23: £6.5m loss) mainly
reflecting an increase in the fair value
of warrants in Wayve Technologies
Limited (“Wayve”) of £9.7m to
£10.0m(FY23: £0.3m). The warrants in
Wayve were exercised during the
period increasing theGroup’s equity
interest in Wayve to2.9% (FY23: 2.5%).
Further details of this can be found in
Note 3.6 to the Consolidated Financial
Statements; and
• Net foreign exchange losses of £0.1m
(FY23: £11.6m loss), largely in respect
of US dollar balances held.
Total borrowings at the end of the period
were £1,386.7m (FY23: £1,462.1m). The
decrease of £75.4m was mainly driven
by the shareholder loan held by Ocado
Retail, which has been presented as
aliability held for sale in accordance
withIFRS 5.
The increase in borrowings attributable
to continuing operations was £15.8m and
comprises 1. £647.8m recognised on
issue of the senior unsecured convertible
bonds and senior unsecured notes due in
2029, 2. £681.4m derecognised on
partial redemption of the senior
unsecured convertible bonds and senior
unsecured notes due in December 2025
and October 2026 respectively, 3.
£76.2m accrued interest on loans and
borrowings held at amortised cost and 4.
£26.8m interest repayments.
Lease liabilities at the end of the period
were £311.7m (FY23: £497.8m).
TotalGroup
Ⓐ
borrowings at the end of
the period were £1,484.8m and Total
Group
Ⓐ
lease liabilities were £486.9m.
Adjusted loss before tax was £360.1m
(FY23: £353.9m). Total Group
Ⓐ
adjusted
loss before tax of £379.3m
(FY23: £417.5m) reflects an adjusted
EBITDA
Ⓐ
profit of £153.3m
(FY23: £51.6m), depreciation,
amortisation and impairment of £460.3m
(FY23: 395.9m) and net finance costs
of£72.3m (FY23: £73.2m).
Adjusting items
Ⓐ
were £20.3m income
(FY23: £83.9m income). Total Group
Ⓐ
adjusting items
Ⓐ
of £4.8m income
(FY23: £23.9m income) comprise
largely1. gain on early partial redemption
of borrowings of £43.6m, 2. profiton the
disposal of Dagenham andCoventry
spoke sites of £12.4m, 3. the unwinding
of the discount recognised from the
agreement reached with AutoStore to
settle IP patent legal cases of £11.4m, 4.
decrease in the fair value of contingent
consideration receivable of £29.1m and
5. finance, IT and HR systems
transformation costs of £23.0m.
During the period, the Group raised
gross proceeds of £700.0m through the
issue of £450.0m senior unsecured
notes and £250.0m senior unsecured
convertible bonds, which mature in 2029.
Part of the proceeds were used to fund
the early partial redemption of some of
its debt at a 7% discount to par. The early
partial redemption of the notes at a 7%
discount resulted in a gain of £43.6m.
See Note 4.1 to the Consolidated
Financial Statements for details. Further
details of all adjusting items
Ⓐ
can be
found in Note 2.5 to the Consolidated
Financial Statements.
Loss before tax was £339.8m
(FY23: £270.0m). Total Group
Ⓐ
loss
before tax was £374.5m
(FY23: £393.6m).
The total tax credit in the Income
Statement was £0.2m (FY23: £16.9m).
The Total Group
Ⓐ
tax credit for the
period was £0.2m (FY23: £16.2m), which
comprises acorporation tax charge of
£6.1m (FY23: £5.4m) and deferred tax
credit of£6.3m (FY23: £21.6m)
recognised inthe period.
Deferred tax assets increased due
mainly to the availability of future R&D
tax relief and future utilisation of losses.
Deferred tax liabilities increased due to
the difference in the tax base and
accounting base of the tangible fixed
assets in 6RS.
At the end of the period, the Group’s
continuing operations had £1,441.0m
(FY23: £1,382.5m) of unutilised carried-
forward tax losses.
During the period, the Group did not
declare a dividend (FY23: £nil).
The Group continues to maintain strong
liquidity to support its growth plans,
with cash and cash equivalents of
£732.5m at the end of the period
(FY23: £808.8m) and gross liquidity of
£1.03bn (FY23: £1.11bn) (after excluding
discontinued operations and including
the Group undrawn revolving credit
facility (“RCF”) of £300.0m). Total
Group
Ⓐ
gross liquidity at the end of the
period was £1.07bn (FY23: £1.18bn).
Total Group
Ⓐ
net debt
Ⓐ
was £(1,200.2)m
(FY23: £(1,075.1)m) at the end of the
period. Net debt
Ⓐ
excluding
discontinued operations was £(965.9)m.
29OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
Loss per share
Pence
FY24
52weeks
FY23
52weeks
FY23
53weeks
Basic and diluted loss per share from continuing operations 40.69 30.56 31.76
Total Group
Ⓐ
basic and diluted loss per share 41.00 37.27 38.44
Total Group
Ⓐ
adjusted loss per share 42.54 43.89 45.07
Segmental summary
£m
FY24
52weeks
FY23
52weeks Change
Revenue
Technology Solutions 496.5 420.5 18.1%
Logistics 718.0 667.5 7.6%
Continuing operations 1,214.5 1,088.0 11.6%
Retail 2,685.8 2,357.5 13.9%
Inter-segment eliminations (744.4) (679.9) (9.5)%
Total Group
Ⓐ
3,155.9 2,765.6 14.1%
Adjusted EBITDA
Ⓐ
Technology Solutions 80.9 15.4 65.5
Logistics 31.1 30.1 1.0
Retail 44.6 10.4 34.2
Inter-segment eliminations (3.3) (4.3) 1.0
Total Group
Ⓐ
153.3 51.6 101.7
Technology Solutions is the global
technology platform business providing
OSP as a managed service to 13 grocery
retail partners. This business segment
also includes the following:
• The revenue and costs associated with
the Group’s non-grocery business,
Ocado Intelligent Automation (“OIA”),
including Kindred and 6RS; and
• The revenue and costs of our fully
consolidated vertical farming
business,Jones Food.
Technology Solutions comprises 1. the
revenue and direct operating costs of the
OSP, OIA (which includes 6RS) and Jones
Food businesses, 2. the commercial and
technology costs to sustain and grow
these businesses and 3. the support
costs for these businesses, including
Technology Operations, Solutions Sales
and Partner Success, OIA Sales, Finance,
Legal, HR, Information Technology and
the Board.
Ocado Logistics is our third-party
logistics business providing services to
partners in the UK (Ocado Retail and
Morrisons). The Logistics business
operates automated warehouses and
provides the associated supply chain
and delivery services to our UK partners,
and recharges these costs in full,
together with an additional management
fee of circa 4%. The business also
generates revenue from capital
recharges relating to certain historical
Material Handling Equipment (“MHE”)
assets used to provide logistics services.
The segment includes 1. revenue from
cost recharges (primarily CFC and
delivery costs incurred), capital
recharges and the management fee for
operating all UK sites, 2. the related
CFCfulfilment and delivery costs, 3.
technology costs directly related to sites
and any non-OSP customer platform
technology costs and 4. costs relating
tocentral functions to support the
provision of the Logistics business.
Ocado Retail is the UK online grocery
retail business serving a broad range
ofshopper missions, from large weekly
shops to “dinner-for-tonight” top-up
shops. Ocado Retail is a 50% owned joint
venture with Marks & Spencer Group plc
(“M&S”). The results of Ocado Retail (and
relevant inter-segment eliminations) have
been reported as discontinued operations
and a disposal group (as “assets and
liabilities held for sale”) per the relevant
accounting standards. Otherthan the
transfer of control between the two
shareholders, there isno other change to
the economic interest held inOcado
Retail or the shareholder agreement.
Inter-segment eliminations represent
the elimination of inter-segmental
revenue and costs. These relate to
transactions between Ocado Retail and
the Technology Solutions and Logistics
businesses. Technology Solutions and
Logistics each generate revenue from
services provided to Ocado Retail, which
are included as costs within the Ocado
Retail segment. For FY24, inter-segment
revenue eliminations were £744.4m
(FY23: £679.9m). The increase of
£64.5m is driven by 1. incremental OSP
fees charged to Ocado Retail by the
Technology Solutions segment, due to
an increase in the number of average live
modules, and 2. incremental costs
recharged to Ocado Retail from the
Logistics business, driven by volume
growth. Inter-segmental adjusted
EBITDA
Ⓐ
eliminations relate to amortised
upfront fees and CFC pre-go-live
services paid for by Ocado Retail to
Technology Solutions, which are
included within revenue in Technology
Solutions. Ocado Retail capitalises these
charges within fixed assets relating to
the CFC assets; the associated
depreciation is reported outside adjusted
EBITDA
Ⓐ
. For FY24, inter-segment
adjusted EBITDA
Ⓐ
eliminations were
£3.3m (FY23: £4.3m). The £1.0m
movement is mainly driven by the
annualisation of upfront fees and CFC
pre-go-live services following the
opening of the Luton CFC in the second
half of FY23.
30 OCADO GROUP PLC Annual Report and Accounts 2024

Technology Solutions
£m
FY24
52weeks
FY23
52weeks Change
Recurring capacity fees 415.8 363.4 14.4%
Upfront fees amortised 38.4 34.8 10.3%
OIA 35.6 21.2 67.9%
Other 6.7 1.1 509.1%
Revenue 496.5 420.5 18.1%
Direct operating costs (149.1) (124.5) (19.8)%
Contribution 347.4 296.0 17.4%
Contribution % 70% 70% –
Technology costs (92.9) (89.5) (3.8)%
Support costs (173.6) (191.1) 9.2%
Adjusted EBITDA
Ⓐ
80.9 15.4 £65.5m
Adjusted EBITDA %
Ⓐ
16% 4% 12ppts
Key performance indicators
The following table sets out a summary of selected operating information in the period:
FY24
52weeks
FY23
52weeks Change
No. of live modules
1,3
123 111 10.8%
Average live modules 116 105 10.5%
Cumulative no. of modules ordered
2,3
239 232 3.0%
Direct operating cost (% of live sales capacity)
4
1.60% 1.65% 0.05ppts
1. A module is considered live when it has been fully installed and is available for use by our partner or where fees are being received for the module. This includes 14 modules for
the Hatfield CFC and Leeds Zoom, which were not actively trading during the period, but for which fees are being received in full.
2. Ordered modules represent the maximum capacity of sites for which a contractual agreement has been signed with a partner and an invoice has been issued for the associated
site fees.
3. A module of capacity is assumed as 5,000 eaches picked per hour and c.£75m (FY23: £73m) per annum of partner live sales capacity.
4. Direct operating costs as a percentage of live sales capacity reflects the P12 exit rate position for all OSP CFCs live at the period end. Direct operating costs include engineering,
cloud and other technology direct costs.
Technology Solutions is the global technology platform business providing OSP as a managed service to 13 grocery
retailpartners.
During the period, the scale of our
international operations grew by three
sites with the go-live of our first two
CFCs for Coles inSydney and Melbourne
and our first CFC for Alcampo in Madrid.
In July 2024, we announced the further
expansion of our exclusive partnership
with Aeon, which placed an order for a
third CFC in the Saitama prefecture of
Japan.
We continued our focus on supporting
our partners to increase volume growth
to improve capacity utilisation in their
CFCs, investing in our Partner Success
programme and scaling the OIA
business. Our Partner Success teams
have been working closely with our
partners to support sales growth, drive
operational efficiency and improve
profitability.
At the end of the period, we had 29 live
sites, comprising 25 CFCs and four
Zooms, with a total of 123 live modules
(FY23: 26 live sites, comprising 22 CFCs
and four Zooms, with a total of 111 live
modules).
The 123 modules include 14 modules of
capacity on sites where Ocado Retail has
decided to cease operations. The
Technology Solutions business continues
to charge Ocado Retail capacity fees in
full for these modules. This follows
Ocado Retail carrying out a network
capacity review for its CFCs and a
strategy and capacity review for its
Zoom sites. At the end of the period,
Technology Solutions had 27 sites, with
109 modules, in which partners were
actively trading (24 CFCs and three
Zooms).
Our OIA business continues to perform
well and contributed a positive adjusted
EBITDA
Ⓐ
during the period. We remain
focused on building a strong pipeline of
Ocado Storage and Retrieval Systems
(“OSRS”) and 6RS customers.
Fees and revenue
Fees invoiced
Ⓐ
increased by 27.5% to
£557.9m (FY23: £437.7m). These fees
primarily comprise 1. the design and
access fees invoiced across clients
relating to existing and future CFC and
ISF commitments of £76.7m
(FY23: £50.2m), 2. the recurring capacity
fees associated with the live operations,
primarily Ocado Retail, Kroger, Sobeys,
Revenue
£496.5m
(FY23: £420.5m)
Adjusted EBITDA
Ⓐ
£80.9m
(FY23: £15.4m)
Average live modules
84
53
41
105
116
FY20 FY21 FY22 FY24FY23
31OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
Morrisons and Aeon, of £418.3m
(FY23: £360.3m) and 3. fees invoiced by
the OIA business of £59.6m
(FY23: £27.2m).
The £120.2m and 27.5% year-on-year
growth in fees invoiced was higher than
the 18.1% year-on-year growth in
revenue mainly due to higher design and
access fees invoiced following the
go-live of three sites in the period. The
16.1% increase in ongoing capacity fees
invoiced of £418.3m (FY23: £360.3m)
was higher than the 14.4% increase in
ongoing capacity fee revenue of £415.8m
(FY23: £363.4m) due to the timing of
invoices raised. Fees invoiced by OIA
increased year-on-year mainly driven by
thepartnership announced in the prior
period with McKesson Canada and the
annualisation of the acquisition of 6RS
inthe second half of FY23.
Under revenue recognition rules, design
and access fees are not recognised as
revenue until a working solution is
delivered to the partner, i.e. the site goes
‘live’. At the end of the period, cumulative
fees not yet recognised as revenue, but
instead recorded on the Balance Sheet
within contract liabilities, were £506.6m
(FY23: £446.7m).
Revenue in the period of £496.5m
(FY23: £420.5m) comprises ongoing
capacity fees of £415.8m
(FY23: £363.4m) and £38.4m
(FY23: £34.8m) relating to the release to
the Income Statement of the design and
upfront fees received from our
operational partners, which were
included within the contract liability
amount on the Balance Sheet; these
primarily relate to Kroger, Morrisons,
Sobeys, ICA, Aeon and Ocado Retail
(which is eliminated on the Consolidated
Balance Sheet). Ongoing capacity fee
revenue in Technology Solutions is
driven by the average number of live
modules in the period. During the period,
these grew by 10.5% to 116 average live
modules (FY23: 105). Ongoing capacity
fee revenue grew at a faster rate than
the average live modules (+14.4%
compared with +10.5%) due to the
increased number and proportion of live
OSP modules, which generate a higher
fee per module of sales capacity than
non-OSP sites.
There are 30 legacy non-OSP modules
within the 123 modules at the end of the
period. These primarily relate to the
Hatfield and Dordon CFCs which
generate a lower fee per module than an
OSP module. While the Hatfield CFC
ceased trading during the prior period,
the Technology Solutions business is
entitled to continued capacity fees at
Hatfield, which in FY24 were £33.2m,
and continues to charge them in full to
Ocado Retail.
Revenue also includes 1. £35.6m
(FY23: £21.2m) relating to OIA, 2.
equipment sales to retail partners of
£5.3m (FY23: £0.9m) recognised as
revenue under IFRS 15 (the cost of this
equipment is recognised within direct
operating costs) and 3. £1.4m
(FY23: £0.2m) of revenue in Jones Food.
Direct costs
Direct operating costs largely relate to
the day-to-day costs of operating our
CFC and Zoom sites, primarily
engineering support, maintenance and
spares, and the costs of hosting the
technology services for partners. Costs
increased by £24.6m (19.8%) to £149.1m
(FY23: £124.5m) mainly driven by the
10.5% growth in average live modules,
annualisation of OIA direct costs
following the acquisition of 6RS in the
prior period and Jones Food operational
costs, following the opening of its
second vertical farm in FY23.
The exit rate of direct operating costs as
a percentage of live sales capacity, a key
measure of operational efficiency across
OSP sites, decreased from 1.65% in FY23
to 1.60%. The decrease was mainly
driven by a reduction in cloud costs
aswe continued to rationalise our
cloudenvironments and simplify
datacollection to reduce cloud
storageutilisation.
Technology and
supportcosts
Technology costs mainly comprise the
non-capitalised management time spent
on early-stage research projects and
maintaining OSP through ongoing client
support. Other technology costs within
this spend category include direct legal
and professional fees and non-
capitalised software costs. Technology
costs in FY24 were £92.9m
(FY23: £89.5m), an increase of £3.4m
primarily due to increased cloud costs in
development and non-capitalised
software and services costs.
Support costs are costs incurred in
supporting the global operations of the
business. They include Solutions Sales
and Partner Success, OIA Sales,
Technology Operations, Finance, HR, IT
and Legal. Costs decreased by £17.5m to
£173.6m during the period
(FY23: £191.1m). Cost reductions,
including headcount reductions and
reduced IT costs were offset by an
increase in investment in OIA, Solutions
Sales and Partner Success, and
annualisation of 6RS support costs
following its acquisition in the second
half of FY23. Support costs also include
the one-off benefit of a settlement
reached with MasterCard and Visa in
relation to interchange fees, which
generated a net income of £5.1m. FY23
included the one-off benefit of the sale
ofthe Dartford spoke site, which
generated a profit on disposal of £5.0m.
Board costs of £19.3m (FY23: £22.1m)
are included within Technology Solutions
support costs. The year-on-year
decrease of£2.8m was mainly driven by
a decrease in share-based payment
charges of £3.0m to £7.7m
(FY23: £10.7m) following the cessation of
the Value Creation Plan during the
period.
We continued to invest in developing the
OIA, Solutions Sales and Partner
Success teams, supported by an
experienced leadership team, which is
dedicated to driving growth for new and
existing partners. OIA central costs
increased during the period as we
continued to scale the business following
the first OIA deal to provide automated
fulfilment solutions to McKesson Canada
and the acquisition of 6RS in the second
half of FY23.
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the period was
£80.9m (FY23: £15.4m), an improvement
of £65.5m. The strong profit flow-
through from the £76.0m growth in
revenue was driven by 1. the benefits of
scale from more modules going live in
our new and existing CFC sites, 2. the
ongoing optimisation of direct CFC
operating costs (including maintenance
and data costs) which have reduced
asapercentage of live sales capacity
and 3. the benefit of cost reductions
insupport costs.
32 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Logistics
£m
FY24
52weeks
FY23
52weeks Change
Cost recharges 681.6 633.9 7.5%
Fee revenue 36.4 33.6 8.3%
Revenue 718.0 667.5 7.6%
Other income 4.0 6.8 (41.2)%
Fulfilment and delivery costs (625.4) (579.3) (8.0)%
Technology and support costs (65.5) (64.9) (0.9)%
Adjusted EBITDA
Ⓐ
31.1 30.1 £1.0m
Key performance indicators
The following table sets out a summary of selected operating information in the period:
FY24
52weeks
FY23
52weeks Change
Total eaches (million) 1,324.8 1,182.4 12.0%
Orders per week (000s) 564 510 10.6%
OSP CFC UPH
1,2
227 208 9.1%
DP8
3
21.0 21.5 (2.3)%
1. Measured as units picked from the CFC per variable hour worked by operational personnel.
2. OSP CFCs are all CFCs excluding Hatfield and Dordon.
3. DP8 represents the drops per standardised eight-hour shift for Ocado Retail only.
Ocado Logistics operates under a
cost-plus business model. Client
volumes in the sites we operate are a key
driver of our revenue and costs. During
the period, average orders per week
across our two partners increased by
10.6% to 564,000 (FY23: 510,000) while
the volume of eaches processed
increased by 12.0% to 1,324.8m
(FY23: 1,182.4m).
Revenue
This comprises 1. cost recharges, which
are the recharge of variable and fixed
costs incurred to provide fulfilment and
delivery services, which are recharged to
Ocado Retail and Morrisons, 2. a circa
4% management fee charged on
rechargeable costs and 3. capital
recharges to Ocado Retail for the use of
certain fixtures and fittings, and plant
and machinery that were not transferred
to Ocado Retail on its formation as a
separate business.
Cost recharges increased by £47.7m to
£681.6m (FY23: £633.9m). These costs
represent the operational costs that are
recharged to Ocado Retail and Morrisons
for the provision of third-party logistics
services. The key cost recharge driver is
the volume processed through the CFC
sites. While total eaches increased by
12.0%, cost recharges increased at a
slower rate increasing by 7.5% with
fulfilment efficiencies driven by 1. the
continued roll-out of our Re:Imagined
technology, 2. increased volumes, 3.
year-on-year reductions to fuel price and
utilities unit costs and 4. cost savings
associated with the closure of the
Hatfield CFC in the prior period.
Improved efficiency from the higher
average number of Units Picked per
labour Hour (“UPH”) inour OSP CFCs is
demonstrated as UPH increased by 9.1%
to 227 (FY23: 208). Cost recharges are
greater than rechargeable costs of
£667.0m (FY23: £618.8m) as cost
recharges include lease income for lease
costs in shared sites, where we are
providing a service, for which the cost is
included below adjusted EBITDA
Ⓐ
.
Fee revenue of £36.4m (FY23: £33.6m)
increased by 8.3% mainly due to an
increase in management fees of 9.2% to
£24.9m (FY23: £22.8m). Management
fees are circa 4% of rechargeable costs.
Fee revenue also includes £11.5m of
capital recharges (FY23: £10.8m). Capital
recharges relate to charges to Ocado
Retail for the use of certain assets that
are owned by the Group and utilised by
Ocado Retail. For partner-shared sites
(primarily Dordon and Erith), capital
recharges are accounted for as revenue
as we are considered to be providing a
service (per IFRS 16). For sites that are
used exclusively by Ocado Retail
(primarily Purfleet, Bristol and Andover),
this income is accounted for (per IFRS
16) as finance income (below adjusted
EBITDA
Ⓐ
) as we are considered to be
Adjusted EBITDA
Ⓐ
£31.1m
(FY23: £30.1m)
Total eaches shipped
(million)
1,196
1,273
1,229
1,182
1,325
FY20 FY21 FY22 FY24FY23
OSP CFC UPH
184
168
171
208
227
FY20 FY21 FY22 FY24FY23
33OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
providing a finance lease. The £0.7m
year-on-year increase was mainly driven
by the renewal of LGV leases during the
period.
Recharges and fees to Ocado Retail of
£567.3m (FY23: £524.1m) included within
the £718.0m revenue (FY23: £667.5m)
are eliminated on consolidation and
presented as discontinued operations.
Other income
Other income of £4.0m (FY23: £6.8m)
relates to MHE JVCo asset rental income.
The year-on-year decrease of £2.8m
was mainly driven by the expiry of asset
rental agreements in the period. Other
income is presented within operating
costs in the Consolidated Income
Statement.
Fulfilment and delivery
costs
These costs comprise the costs of
fulfilment and delivery operations which
are recharged to Ocado Retail and
Morrisons.
Total fulfilment and delivery costs
increased by 8.0% to £625.4m
(FY23: £579.3m) with eaches increasing
by 12.0% to 1,324.8m (FY23: 1,182.4m).
Costs increased by less than the growth
in eaches due to improvements to
productivity and benefit from 1. the
year-on-year reduction in electricity unit
costs and fuel costs, and 2. fixed cost
savings associated with the closure of
the Hatfield CFC, which more than offset
the higher costs of delivery in the period.
Productivity improvements are
demonstrated by the improvement in
UPH in OSP CFCs (Erith, Andover,
Purfleet, Bristol, Bicesterand Luton),
which improved year-on-year to an
average UPH of 227 in the period
(FY23: 208). With the introduction ofthe
Re:Imagined technologies including
On-Grid Robotic Pick (“OGRP”) and Auto
Frame Load (“AFL”), our new target
isanaverage of over 250 UPH, which
has been demonstrated with our Luton
CFC having exceeded an average of 250
UPH during4Q24.
A higher UPH results in lower labour
intensity and therefore lower costs for
the same volume. The improvement in
UPH and resulting productivity
improvements reduced the labour cost
required per each and partially offset the
additional hours required by increased
volumes.
The effectiveness of our delivery
operations is measured by DP8. This
reduced by 2.3% to an average of 21.0
drops per standardised 8-hour shift for
Ocado Retail (FY23: 21.5 drops). The
decrease was mainly driven by 1.
investment in our customer service
through the re-introduction of delivery
into homes and increased slot availability
and same-day offering, and 2. the
expected increase in distance to our
customers following the closure of
Ocado Retail’s Hatfield CFC and opening
of the Luton CFC. This was partly offset
by the year-on-year increase in volumes
and improved density of our drops.
Technology and support
costs
Technology and support costs
increased by £0.6m to £65.5m
(FY23: £64.9m) and comprise 1. head
office and related costs to operate the
Logistics business, 2. technology costs
related to the operating of our pre-OSP
grocery fulfilment platform and 3.
thenon-capitalised element of the
programme costs to transition our UK
partners from the pre-OSP technology
platform to OSP. This programme is
expected to be completed in FY25.
Technology and support costs increased
primarily due to higher recruitment and
training costs. Head office costs and a
portion of technology costs are
recharged to our partners as part of our
contractual agreements. The cost of
operating the pre-OSP platform, the
transition to OSP, and ongoing Logistics
systems costs, totalling £17.1m
(FY23: £19.1m) are not recharged to
partners.
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the period was
£31.1m, an increase of £1.0m
(FY23: £30.1m); increased cost
recoveries and management fees were
partly offset by lower MHE JVCo asset
rental income and higher technology and
support costs, each of which is
described above.
34 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Retail
£m
FY24
52weeks
FY23
52weeks Change
Revenue 2,685.8 2,357.5 13.9%
Gross profit 914.3 797.2 14.7%
Gross profit % 34.0% 33.8% 0.2ppts
Fulfilment and delivery costs (513.6) (467.1) (10.0)%
Marketing costs (43.7) (43.0) (1.6)%
Support costs (116.0) (101.6) (14.2)%
Fees (196.4) (175.1) (12.2)%
Adjusted EBITDA
Ⓐ
44.6 10.4 £34.2m
The results of Ocado Retail and relevant intra-group eliminations have been reported as discontinued operations in the Income
Statement to present the Income Statement on a basis consistent with the future state of the Group.
Other than the transfer of control between the two shareholders, there is no other change to the economic interest held in Ocado
Retail or the shareholder agreement.
Key performance indicators
The following table sets out a summary of selected Ocado.com operating information in the period:
Ocado.com
1
FY24
52weeks
FY23
52weeks Change
Active customers (000s)
2
1,119 998 12.1%
Average orders per week (000s) 442 393 12.5%
Average basket value (£)
3
122.09 120.94 1.0%
Average selling price (£)
4
2.75 2.74 0.4%
Average basket size (eaches) 44.3 44.2 0.2%
1. Ocado.com excludes Zoom by Ocado as Ocado.com represents the core business of Ocado Retail.
2. Active customers are classified as active if they have shopped at Ocado.com within the previous 12 weeks. FY23 relates to the previous 12 weeks from the period end date
of3 December 2023.
3. Average basket value (£) is defined as product sales divided by total orders.
4. Average selling price (“ASP”) (£) is defined as product sales divided by total eaches.
Revenue
Revenue increased by 13.9% to
£2,685.8m (FY23: £2,357.5m) driven by
growth in Ocado.com, with a 12.5% order
growth to442,000 orders per week
(FY23: 393,000 orders per week) and a
1.0% growth in basket value to £122.09
(FY23: £120.94).
Our continued focus on our “Perfect
Execution” strategy, prioritising
unbeatable choice, unrivalled service and
reassuringly good value, enabled us to
attract new customers, improve retention
and frequency, and grow market share.
Our active customer base increased by
12.1% to 1,119,000 (FY23: 998,000) as we
achieved good customer acquisition
results through improvements in
marketing activity, driven by channel
efficiency activities. Ocado.com grew its
share of the online grocery market to
12.9% (FY23: 11.1%, Nielsen revised
methodology**; FY24 as at 30 November
2024; FY23 as at 2 December 2023).
We continue to focus on consistent and
strong operational performance and
customer service in key areas such as
delivering ontime and in full, alongside
improving product availability, all of
which improved in the period.
The increase in average orders per week
of 12.5% was higher than the growth in
active customers of 12.1% due to the
higher frequency of orders.
The average basket value grew by 1.0%
to £122.09 (FY23: £120.94) driven by a
modest increase in average basket size
and average selling price to 44.3 items
(FY23: 44.2 items) and £2.75
(FY23: £2.74), respectively.
We remain committed to offering
reassuringly good value to customers and
did not pass through the full impact of
food price inflation to our customers; the
average selling price on Ocado.com has
increased by 0.4%, well below UK grocery
inflation of 3.0%(Nielsen). Our “Big Price
Drop” campaign, which delivered multiple
rounds of price reductions in the period,
together with our“Ocado Price Promise”
ensured that we continue to combine
unbeatable range and unrivalled service
with reassuringly good value for our
customers.
Year end active customers
(000s)
942
832
682
998
1,119
FY20 FY21 FY22 FY24FY23
Revenue
£2,685.8m
(FY23: £2,357.5m)
Adjusted EBITDA
Ⓐ
£44.6m
(FY23: £10.4m)
** Under the previous methodology market share for FY23 was 12.7%.
35OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
Gross profit
Gross profit increased by 14.7% to £914.3m (FY23: £797.2m). Growth was higher than the 13.9% revenue growth due
toimprovements in the gross profit margin from 33.8% in FY23 to 34.0% in FY24. This was mainly driven by improvements
inpromotional effectiveness and investment alongside optimising our product mix and improvements in waste.
Gross profit includes the net benefit of supplier-funded media income of £89.7m (FY23: £81.6m) and the cost of vouchers
of£27.5m (FY23: £24.7m).
Fulfilment and delivery costs
£m
FY24
52weeks
FY23
52weeks Change
CFC (183.6) (182.1) (0.8)%
Service delivery (314.2) (260.9) (20.4)%
Utilities (15.8) (24.1) 34.4%
Fulfilment and delivery costs (513.6) (467.1) (10.0)%
CFC costs primarily comprise labour
costs in CFCs and these increased by
0.8% to £183.6m (FY23: £182.1m). Costs
increased at a slower rate than the 12.5%
growth in average orders per week due
to improved productivity in our CFC sites
and the closure ofthe low-productivity
Hatfield CFC in the prior period.
The OSP CFCs (Erith, Andover, Purfleet,
Bristol, Bicester and Luton) showed
robust improvements in productivity
reaching anaverage of 227 UPH
(FY23: 208 UPH), an improvement of
9.1% partially driven by the introduction
of OGRP during the period. The average
UPH for Ocado.com improved by 15.2%
from 191 to 220.
Service delivery costs comprise labour,
fleet, fuel and related costs to enable the
delivery of orders to customers. Costs
increased by 20.4% to £314.2m
(FY23: £260.9m), driven by the growth in
the number of orders (+12.5%), inflation
and the impact of the network
reorganisation following the closure of
Hatfield. Service delivery costs are
driven by the productivity ofthe delivery
last mile operations. This productivity is
measured in ‘eaches per van’, which
reduced by 1.4% to 974 eaches
(FY23: 988 eaches). The reduction was
mainly due to longer stem times as a
result of the Hatfield CFC closure and an
investment in both time on the doorstep
and the training of newly hired customer
service team members.
Utilities costs across CFCs and service
delivery decreased by 34.4% to £15.8m
(FY23: £24.1m) due to significantly lower
electricity unit costs (FY24: 21.0p per
kilowatt hour; FY23: 27.1p per kilowatt
hour) and the closure of the Hatfield CFC
in FY23.
Marketing and support
costs
Marketing costs comprise the cost of
marketing activities to customers and
exclude vouchering costs, which are
included within revenue. Activities
focused on driving increased awareness
of the Ocado value proposition through
our “Ocado Price Promise” and“Big Price
Drop” campaigns. Marketing spend as a
percentage of revenue decreased to
1.6% (FY23: 1.8%) as we continued
tooptimise the marketing channel mix.
Support costs of £116.0m
(FY23: £101.6m) comprise head office,
customer support and other overhead
costs for Ocado Retail.The £14.4m,
14.2%, increase year-on-year, whilst
lower than revenue growth, was higher
driven by 1. cost inflation,
2.performance-linked incentive
schemes, and 3. increased headcount
including the annualisation of senior,
strategic vacancies in the priorperiod.
Fees
Fees comprise 1. OSP fees paid to
Technology Solutions for the operation
of OSP, 2. logistics management fees
and 3. capital recharges paid to Ocado
Logistics. Fees of £196.4m
(FY23: £175.1m) increased by £21.3m,
mainly driven by the index-linked OSP
fees due to Technology Solutions and
the annualisation of the Luton CFC
opening in FY23. Fees include the
ongoing fees for the closed Hatfield CFC.
Adjusted EBITDA
Ⓐ
Adjusted EBITDA
Ⓐ
for the Retail
business was £44.6m (FY23: £10.4m).
The primary drivers for the £34.2m
year-on-year increase were growth in
active customers and orders driving
trading performance, partly offset by
higher fees paid to Technology Solutions
from the annualisation of the opening of
the Luton CFC in FY23, indexation and
higher service delivery costs.
Excluding the £33.2m (FY23: £31.7m)
capacity fees payable for the Hatfield
CFC, the adjusted EBITDA
Ⓐ
for the Retail
business would have been £77.8m
(FY23: £42.1m) at a margin
Ⓐ
of 2.9%
(FY23: 1.8%).
36 OCADO GROUP PLC Annual Report and Accounts 2024

Capital expenditure
Capital expenditure largely comprises new site construction costs and technology development costs to enhance OSP. Total
Group
Ⓐ
capital expenditure for the period was £392.1m (FY23: £520.3m), a reduction of £128.2m, primarily driven by a reduced
level of activity of CFC sites under construction (see below for further details).
An analysis of capital expenditure by key categories is presented below:
£m
FY24
52weeks
FY23
53weeks Change
CFC sites 162.6 253.1 35.8%
Technology 196.6 202.8 3.1%
Group support and other 13.0 34.3 62.1%
Technology Solutions 372.2 490.2 24.1%
Logistics 14.2 14.4 1.4%
Continuing operations 386.4 504.6 23.4%
Retail 7.1 25.2 71.8%
Eliminations
1
(1.4) (9.5) (85.3)%
Total Group
Ⓐ
392.1 520.3 24.6%
1. The elimination of capital expenditure comprises the design and set up fees charged to Ocado Retail by Technology Solutions (those fees charged to Ocado Retail are
eliminated on consolidation of the Group).
£m
FY24
52weeks
FY23
53weeks Change
CFC technologies 104.9 119.1 11.9%
Ecommerce 30.2 28.6 (5.6)%
Logistics and supply chain 21.7 22.1 1.8%
Other 39.8 33.0 (20.6)%
Technology 196.6 202.8 3.1%
Technology Solutions
CFC sites capital expenditure relates to
the construction of new sites and costs
associated with upgrading our live sites,
and totalled £162.6m in the period, a
decrease of £90.5m (FY23: £253.1m). The
investment during the period of £162.6m
primarily relates to the construction of the
Phoenix and Charlotte sites for Kroger,
the three sites that went live in FY24 (in
Sydney and Melbourne for Coles, and in
Madrid for Alcampo) and the capital
expenditure related to Ocado Retail’s
Luton CFC, which went live in the second
half of FY23. The year-on-year reduction
is primarily due to the lower level of
activity in FY24 compared with that in
FY23, which incurred capital expenditure
for the six sites (Calgary, Chiba, Luton,
Sydney, Melbourne and Madrid) that went
live across FY23 and FY24. The lower
CFC sites capital expenditure in FY24 also
benefited from a drawdown of £36.9m on
existing inventory held on hand for new
sites and upgrades at live sites.
Technology development spend
decreased to £196.6m (FY23: £202.8m).
During the period, we continued to invest
in OSP and our key Re:Imagined product
innovations. We successfully launched
OGRP and AFL for market readiness,
began to successfully pilot the 600
Series bot, and construct the 600 Series
compatible Grid during the period. We
continue to invest in the other key
Re:Imagined innovation projects
including Auto-Freezer, Ocado Orbit,
Ocado Swift Router and Ocado Flex. In
addition, we commenced our investment
in two new products: a case-picking
Autonomous Mobile Robot (“AMR”) and a
de-palletiser that will benefit our OIA
business segment.
We continue to enhance our customer
proposition through OSP, delivering
world-class end-to-end grocery and
non-grocery ecommerce and fulfilment
solutions. OSP includes ecommerce,
order management, forecasting, routing
and delivery, Automated Storage and
Retrieval Systems (“ASRS”), dexterous
robotics and other material handling
elements.
• CFC technologies are at the core of
our OSP proposition. This capital
expenditure encompasses the ongoing
development of our grid and bots (our
ASRS and the robots on the grid), its
peripheral MHE and the enhancement
of these propositions. This element of
our capital expenditure is focused on
reducing both the capital cost and the
ongoing running costs of the CFC for
the partner and Ocado Group.
We invested £104.9m in CFC
technologies during the period
(FY23: £119.1m). In line with our
commitment to innovation and
continued investment in our
Re:Imagined products, we have
leveraged the strategic acquisitions of
6RS and Kindred, alongside
advancements in OGRP. These
initiatives have enabled the
development of two promising new
products at a small incremental cost; a
case-picking and pallet-moving AMR
and a de-palletiser capable of moving
cases directly from inbound pallets to
storage bins, which can go into the
ASRS automation.
37OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
During the period, we began
successfully piloting the first of our
600 Series bots in Ocado Retail’s
Bicester CFC and construction ofthe
first 600 Series compatible Grid began
in Canada for McKesson. Significant
progress was also made toward the
launch of the first Auto-Freezer grid.
AFL reduces partner labour hours and
allows higher productivity per
employee by removing the challenging
process ofmanually loading ready-for-
customer orders onto delivery frames.
AFL was deployed into the Luton CFC
in 1H24 and iscurrently operational in
four sites.
OGRP reduces partner labour costs
and enables a more optimised site
design with reduced mezzanine floor
space, as less space is needed for the
manual packing of groceries.
• Ecommerce: We invested £30.2m
(FY23: £28.6m) in developing our
ecommerce platform to enhance every
aspect of the shopper journey. This
included improvements to the search
and browse experience, and specific
developments to bolster the range of
products our partners can sell. During
the period, we continued to invest in
driving customer conversion,
customisable homepages, marketing
reporting and frictionless payments.
We also successfully launched the
webshop for Auchan Poland and fully
migrated Morrisons from our legacy
platform to OSP in the year.
• One of the core benefits of OSP is our
expertise in Logistics and supply chain
as part of our end-to-end solution. We
invested £21.7m in these propositions
in FY24 (FY23: £22.1m), with the focus
of our investment on the optimisation
of the grocery supply chain and
efficiency of the last mile delivery.
During the period, we successfully
launched dynamic pricing to better
reflect changes in customer demand
for delivery slots. Our last mile solution
aims to deliver excellent slot
availability to end customers,
includingshort lead-time orders
(“SLTO”) with delivery slots offered
within six hours. During the period,
weconducted successful trials of
SLTO and its logistics component,
Ocado Swift Router. Within supply
chain, we continued tofocus on
drivingstrong product availability
whilst maintaining low waste
andstockholding days in our
partners’CFCs.
• The balance of the spend
predominantly relates to our teams
creating tooling and development
systems necessary to deliver for the
wider Technology function, where we
invested £39.8m (FY23: £33.0m).
Group support and other capital
expenditure comprise projects relating
to support costs systems and
infrastructure. Othercapital expenditure
of £13.0m is £21.3m lower year-on-year
(FY23: £34.3m) following completion
ofJones Food’s secondvertical farm
inLydney, Gloucestershire, which
opened in FY23.
Logistics
Capital expenditure of £14.2m
(FY23: £14.4m) largely relates to
technology system development of
£12.8m (FY23: £13.3m) to transition our
UK partners from our legacy platforms
onto OSP.
Cash flow
FY24 52 weeks FY23 53 weeks
£m
Continuing
operations
Total
Group
Ⓐ
Continuing
operations
Total
Group
Ⓐ
Adjusted EBITDA
Ⓐ
112.0 153.3 46.4 54.2
Movement in contract liabilities 97.8 97.8 47.9 47.9
Other working capital movements 17.6 6.3 5.6 19.4
Finance costs paid (34.0) (55.9) (29.9) (56.3)
Taxation (paid)/received (7.7) (7.7) (1.7) 9.9
Adjusting items
Ⓐ
83.1 70.8 8.7 (1.7)
Other non-cash items (4.1) 4.3 – 8.8
Operating cash flow 264.7 268.9 77.0 82.2
Capital expenditure (393.4) (399.4) (514.6) (536.4)
Acquisition of subsidiaries, net of cash acquired – – (11.4) (11.4)
Dividend from joint venture 2.8 2.8 5.1 5.1
Net proceeds from interest-bearing loans and borrowings 26.8 26.8 (55.9) 54.1
Repayment of lease liabilities (17.2) (55.7) (24.4) (66.8)
Net proceeds from share issues 4.6 4.6 2.6 2.6
Other investing and financing activities 39.6 42.9 41.8 42.6
Movement in cash and cash equivalents (excl. FX changes) (72.1) (109.1) (479.8) (428.0)
Effect of changes in FX rates (4.2) (4.2) (15.2) (15.2)
Movement in cash and cash equivalents (incl. FX changes) (76.3) (113.3) (495.0) (443.2)
Cash and cash equivalents at beginning of period 808.8 884.8 1,303.8 1,328.0
Movement in cash and cash equivalents (incl. FX changes) (76.3) (113.3) (495.0) (443.2)
Cash and cash equivalents at end of period 732.5 771.5 808.8 884.8
Cash and cash equivalents (including FX changes) reduced by £113.3m (FY23: reduction of £443.2m) to £771.5m
(FY23: £884.8m). There was a decrease in cash outflow of £329.9m year-on-year.
38 OCADO GROUP PLC Annual Report and Accounts 2024

Operating cash flow improved by
£186.7m to an inflow of £268.9m (FY23:
inflow of £82.2m). Operating cash flow
from continuing operations improved by
£187.7m to £264.7m. Key movements in
the Total Group
Ⓐ
cash flow during the
period can be analysed as follows:
• Adjusted EBITDA
Ⓐ
improved by
£99.1m to £153.3m (FY23: £54.2m on
a 53-week basis).
• Contract liabilities: cash inflow of
£97.8m (FY23: £47.9m inflow). The
year-on-year increase is driven by
upfront design and access fees paid
by our grocery retail partners typically
in instalments during the CFC
construction process of £71.2m
(FY23: £47.9m) and advances received
by our OIA business of £26.6m
(FY23: £nil).
• Taxation: cash outflow of £7.7m
(FY23: inflow of £9.9m) reflects
taxation payments by foreign
subsidiaries within continuing
operations. No UK tax was paid in the
period.
• Adjusting items
Ⓐ
: cash inflow of
£70.8m (FY23: outflow of £1.7m)
relates to cash-settled adjusting
items
Ⓐ
and primarily comprises the
following:
• £100.0m (FY23: £41.7m) proceeds
from the settlement of AutoStore
patent litigation and cross-licence
pre-2020 patents;
• £(22.9)m (FY23: £(12.2)m) Finance,
HR and Retail IT system
transformation costs;
• £(5.0)m (FY23: £(15.5)m)
organisational restructuring costs;
and
• £(1.3)m (FY23: £(0.7)m) costs
relating to contingent consideration
negotiations with M&S.
The movements above result in a Total
Group
Ⓐ
operating cash inflow of
£268.9m (FY23: cash inflow of £82.2m).
The following movements explain the
overall movement in cash and cash
equivalents outflow of £113.3m (FY23:
outflow of £443.2m):
• Capital expenditure of £399.4m
(FY23: £536.4m) primarily relates to
the continued investment in OSP and
new CFCs in the UKand
internationally. Capital expenditure
also includes investment in Group
support activities. Cash capital
expenditure of£399.4m is higher than
accounting capital expenditure of
£392.1m mainly due to the timing of
cash spend on capital items. This
difference is reflected in accruals and
prepayments on the Balance Sheet.
• Net proceeds from interest-bearing
loans and borrowings of £26.8m
(FY23: £54.1m) comprise the following:
• Gross proceeds from the issue of
senior unsecured convertible bonds
and senior unsecured notes of
£700.0m. £654.3m of the proceeds
was used to fund the early partial
redemption of existing senior
unsecured convertible bonds due
in2025 and senior unsecured notes
due in 2026, at a 7% discount to par.
This reflected a net cash inflow
of£45.7m; and
• Transaction costs of £18.9m.
• Other investing and financing activities
of £42.9m (FY23: £42.6m) comprise:
• £30.5m (FY23: £41.7m) of interest
received on treasury deposits;
• £18.5m (FY23: £9.4m) proceeds from
the disposal of assets held forsale;
• £10.0m (FY23: £10.0m) exercise of
warrants in respect of Wayve during
the period;
• £2.3m (FY23: £nil) repayment of
loans held by Infinite Acres Holding
B.V.; and
• £1.6m (FY23: £1.5m) cash contingent
consideration received in respect of
the sale of Marie Claire Beauty
Limited (“Fabled”) to Next plc.
£m
FY24
52weeks
FY23
53weeks
Movement in cash and cash equivalents (113.3) (443.2)
Adjusting items
Ⓐ
(70.8) 1.7
Proceeds from disposal of assets held for sale (18.5) (9.4)
Purchase of unlisted equity investments and loans to investee companies 7.7 10.0
Cash received in respect of contingent consideration (1.6) (1.5)
Financing
1
(31.4) (56.7)
Acquisition of subsidiaries, net of cash acquired – 11.4
Effect of changes in FX rates 4.2 15.2
Underlying cash outflow
Ⓐ
(223.7) (472.5)
1. Financing of £31.4m (FY23: £56.7m) includes net proceeds from interest-bearing loans and borrowings of £26.8m (FY23: £54.1m) and net proceeds from share issues
of£4.6m(FY23: £2.6m).
39OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
During the period, the Group raised
gross proceeds of £700.0m through the
issuance of £450.0m senior unsecured
notes and £250.0m senior unsecured
convertible bonds, both maturing in
2029. Part of the proceeds was used to
fund the early partial redemption of
existing debt at a 7% discount to par.
The £450.0m senior unsecured notes
(“2029 SUNs”) raised £439.8m net of
transaction costs. The £250.0m
convertible bonds (“2029 CB”) raised
£245.7m, net of transaction costs, with
aconversion price of £6.105 per share.
The Group redeemed portions of its
£600.0m convertible bonds due in 2025
and £500.0m notes due in 2026 for
tender consideration of £397.3m and
£257.0m, respectively. It also extended
the maturity of its £300.0m undrawn RCF
from July 2025 to August 2027, subject
to certain conditions.
Net debt
Ⓐ
at the period end of
£(1,200.2)m includes cash and cash
equivalents of £39.0m, borrowings of
£98.1m and lease liabilities of £175.2m
relating to discontinued operations. Net
debt
Ⓐ
excluding discontinued operations
was £(965.9)m.
The Group excluding discontinued
operations held cash and cash
equivalents at the end of the period of
£732.5m (FY23: £808.8m) and gross
liquidity of £1.03bn (FY23: £1.11bn),
including the RCF. The Total Group
Ⓐ
held cash and cash equivalents of
£771.5m (FY23: £884.8m) and gross
liquidity of £1.07bn (FY23: £1.18bn),
including the RCF.
Underlying cash outflow
Ⓐ
for the Group
is £223.7m (FY23: £472.5m) and
improved by £248.8m year-on-year. The
improvement wasprimarily driven by 1.
£99.1m improvement in adjusted
EBITDA
Ⓐ
, 2. £137.0m reduction in capital
expenditure, primarily in relation to the
construction of new sites and upgrading
our live sites, and 3. £49.9m increase in
cash received from partners for the build
and design of MHE, mainly following the
initial order and go-live of sites; with
additional modules and three new sites
live in the second half ofthe period.
These are partially offset by 1. a £17.6m
increase in taxation paid, following a
rebate in FY23 and 2. £13.1m lower other
working capital movements.
Underlying cash flow
Ⓐ
is the movement
in cash and cash equivalents excluding
the impact of adjusting items
Ⓐ
, proceeds
from thedisposal of assets held for sale,
investment in unlisted equity investments
and loans to investee companies, cash
received inrespect of contingent
consideration, costs of new financing
activity, acquisition of subsidiaries and
FX movements. We focus onunderlying
cash flow
Ⓐ
because it measures the
cash inflows and outflows that relate to
the recurring operations of the Group
and excludes key one-offs listed above.
Liquidity management
£m Maturity
1 December
2024
3 December
2023 Movement
Total Group
Ⓐ
cash and cash equivalents 771.5 884.8 (113.3)
£600m senior unsecured convertible bonds December 2025 (167.2) (560.2) 393.0
£350m senior unsecured convertible bonds January 2027 (320.8) (307.8) (13.0)
£500m senior unsecured notes October 2026 (223.6) (498.2) 274.6
£250m senior unsecured convertible bonds August 2029 (215.1) – (215.1)
£450m senior unsecured notes August 2029 (455.2) – (455.2)
Other borrowings (102.9) (95.9) (7.0)
Borrowings (1,484.8) (1,462.1) (22.7)
Lease liabilities (486.9) (497.8) 11.0
Gross debt
Ⓐ
(1,971.7) (1,959.9) (11.7)
Net debt
Ⓐ
(1,200.2) (1,075.1) (125.0)
40 OCADO GROUP PLC Annual Report and Accounts 2024

Balance Sheet
£m
1 December
2024
3 December
2023
Movement
attributable to
disposal
group
1
Continuing
operations as
at 3December
2023
Movement
attributable to
continuing
operations
Assets
Goodwill 158.2 158.6 – 158.6 (0.4)
Other intangible assets 496.5 461.3 (10.7) 450.6 45.9
Property, plant and equipment 1,555.4 1,794.9 (167.2) 1,627.7 (72.3)
Right-of-use assets 264.8 428.1 (143.5) 284.6 (19.8)
Investment in joint venture and associates 7.0 9.5 – 9.5 (2.5)
Trade and other receivables 193.9 427.8 (149.1) 278.7 (84.8)
Cash and cash equivalents 732.5 884.8 (76.0) 808.8 (76.3)
Other financial assets 113.7 127.7 – 127.7 (14.0)
Inventories 39.8 127.1 (84.1) 43.0 (3.2)
Other assets 8.2 4.3 – 4.3 3.9
Assets held for sale 586.5 4.9 586.5 4.9 (4.9)
Total assets 4,156.5 4,429.0 (44.1) 3,798.4 (228.4)
Liabilities
Contract liabilities (506.6) (446.7) – (446.7) (59.9)
Trade and other payables (249.1) (470.4) 225.0 (245.4) (3.7)
Borrowings (1,386.7) (1,462.1) 91.2 (1,370.9) (15.8)
Lease liabilities (311.7) (497.8) 171.9 (325.9) 14.2
Other liabilities (24.8) (41.0) 15.7 (25.3) 0.5
Liabilities held for sale (506.4) – (506.4) – –
Total liabilities (2,985.3) (2,918.0) (2.6) (2,414.2) (64.7)
Net assets 1,171.2 1,511.0 (46.7) 1,384.2 (293.1)
Total equity (1,171.2) (1,511.0) 46.7 (1,384.2) 293.1
1. The balances attributable to the disposal group excludes Ocado Retail’s opening Balance Sheet and inter-segment eliminations as at 3 December 2023, and assets and liabilities
held for sale in relation to the disposal group Balance Sheet as at 1 December 2024.
The key drivers for the underlying movement attributable to continuing operations are detailed below.
Assets
Other intangible assets net book value
of £496.5m increased by £35.2m
(FY23: £461.3m). The movement
attributable to continuing operations of
£45.9m was driven by:
• £177.8m (FY23: £167.8m) internal
development costs capitalised during
the period that related to the
development ofourtechnology
capabilities for our partners, across
our CFC, Zoom and ISF solutions;
• £23.4m (FY23: £38.2m) of intangible
assets acquired primarily relating to
software and patents;
• amortisation charge for the period of
£145.9m (FY23: £125.0m on a 53-
week basis); and
• other smaller movements of £(9.4)m.
Other intangible assets are typically
depreciated over five years.
Property, plant and equipment net
book value decreased by £239.5m to
£1,555.4m (FY23: £1,794.9m). The
movement attributable to continuing
operations of £72.3m was mainly driven
by:
• capital additions in the period of
£161.5m (FY23: £281.6m) primarily
relating to client sites under
construction;
• internal development costs capitalised
during the period of £23.6m
(FY23: £32.7m) relating to OSP
technology developmentand
deployment;
• depreciation in the period of £204.5m
(FY23: £187.9m on a 53-week basis);
• impairment charge of £38.4m
(FY23: £41.2m on a 53-week basis)
primarily on assets relating to 1. the
Group’s contract withGroupe Casino,
2. legacy Technology Solutions bots
that have been replaced with
41OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Financial Review continued
upgraded models and 3.
Technologyprojects the Group has
decided not to pursue further; and
• other smaller movements of £(14.5)m.
Tangible assets are typically depreciated
over 8 to 10 years.
Right-of-use assets net book value
decreased by £163.3m to £264.8m
(FY23: £428.1m). This comprises land
and buildings of£234.6m
(FY23: £359.9m), motor vehicles of
£15.5m (FY23: £50.5m) and fixtures,
fittings, plant and machinery of £14.7m
(FY23: £17.7m). The decrease
attributable to continuing operations of
£19.8m was mainly driven by:
• new leases for assets of £9.2m
comprising largely motor vehicles;
• depreciation charge of £35.4m
(FY23: £70.4m on a 53-week basis);
• remeasurements of £10.3m; and
• other smaller movements of £(3.9)m.
Trade and other receivables decreased
by £233.9m to £193.9m (FY23: £427.8m).
The decrease attributable to continuing
operations was £84.8m. Trade and other
receivables comprises the following:
• Trade receivables of £58.9m
(FY23: £126.8m, net of expected credit
loss allowance) primarily comprise
receivable balances due from
Technology Solutions retail partners.
• Other receivables of £73.1m
(FY23: 190.4m). Other receivables
largely comprise amounts receivable
from AutoStore following the
settlement of patent litigation and tax
refunds due. The decrease of £117.3m
is mainly driven by cash receipts from
AutoStore.
• Prepayments of £53.3m
(FY23: £55.8m) include software
maintenance payments, CFC
components, and site support
andmaintenance costs (including
business rates and utilities payments).
• Accrued income of £8.6m
(FY23: £54.8m) largely relates to
Technology Solutions partner fees and
accrued interest onMMFand term
deposits.
Other financial assets of £113.7m
(FY23: £127.7m) comprise:
• £100.1m (FY23: £82.7m) unlisted
equity investments held by the Group
primarily in Wayve, Oxa Autonomy and
80 Acres. Themovement of £17.4m is
mainly driven by:
• an increase in the Group investment
in Wayve of £31.6m to £41.7m
(FY23: £10.1m). During the period,
the Group exercised£10.0m of
warrants held in Wayve to acquire
168,038 B-1 shares for cash
consideration of £10.0m.
Further,theGroup recorded an
increase in the fair value of its
investment in Wayve of £11.6m. At
the period end, theGroupholds a
2.9% interest in Wayve (FY23: 2.5%);
and
• a net decrease in the fair value of
the Group’s other unlisted equity
investments of £14.2m due to
changes in the commercial outlook
of the companies in which the Group
is invested, and primarily to Oxa
Autonomy, Paneltex Limited
(“Paneltex”) and Inkbit Corporation
(“Inkbit”). This is detailed in Note 3.6
to the Consolidated Financial
Statements.
• £12.9m (FY23: £14.4m) loans
receivable held at amortised cost; and
• £0.7m (FY23: £30.6m) other items.
Inventories of £39.8m (FY23: £127.1m)
largely comprise Technology Solutions
grid and bot spares, OIA construction
costs inprogress for third-party sale and
6RS Chuck robots. Inventories
attributable to continuing operations
decreased by £3.2m duringthe period.
Assets held for sale of £586.5m
(FY23: £4.9m) relate to Ocado Retail,
which is presented as a disposal group
and discontinued operation at the period
end. Assets held for sale comprise
largely property, plant and equipment
and right-of-use assets relating to its
operating CFCs and Zoom sites, media
and commercial income receivable and
goods for resale.
The Group remains the controlling
shareholder of Ocado Retail, via certain
tie-breaking rights, until early April 2025
when it intends to relinquish these rights
to M&S. There will be no change in the
economic interest of both shareholders
in Ocado Retail, or any consideration
paid by M&S. At this point, the Group will
cease to fully consolidate Ocado Retail’s
results and will instead account for its
investment in Ocado Retail as an
investment in associate using the equity
method. See Notes 2.9 and 3.7 to the
Consolidated Financial Statements for
further detail.
Liabilities
Contract liabilities of £506.6m
(FY23: £446.7m) primarily relate to the
consideration received in advance from
Solutions and OIA customers. Revenue is
recognised when the performance
obligation is satisfied, typically when a
site goes live or OIA products and
services are provided. The £59.9m
increase in the period is driven by:
• £103.9m (FY23: £47.6m) invoiced to
partners for their contracted
contribution towards the initial MHE
investment made inasite, or build and
design of MHE;
• £34.7m (FY23: £33.0m) in respect of
prior receipts recognised as revenue in
the period;
• £9.6m received by 6RS previously
recognised as contract liabilities that
was reclassified as deferred income
during the period; and
• £(0.3)m FX revaluation.
The current liabilities portion of the
contract liabilities balance of £38.1m
(FY23: £38.6m) represents amounts due
to be recognised as revenue within
12 months of the period end. Long-term
liabilities of £468.5m (FY23: £408.1m)
make up the balance.
42 OCADO GROUP PLC Annual Report and Accounts 2024

Trade and other payables of £249.1m
(FY23: £470.4m) reduced by £221.3m.
The increase attributable to continuing
operations was £3.7m. Trade and other
payables comprise:
• Trade payables of £58.4m
(FY23: £181.0m).
• Tax and social security payables of
£54.1m (FY23: £61.1m). Tax and social
security payables at the end of the
period predominantly relate to
amounts due to HM Revenue and
Customs in respect of VAT and Pay As
You Earn, and overseas taxesarising
on lease arrangements and property.
• Accrued expenses £119.1m
(FY23: £213.3m). Accrued expenses at
the end of the period largely relate to 1.
accrued payroll expenses, 2. CFC site
support and maintenance costs, and 3.
accrued capital expenditure.
• Deferred income of £17.5m
(FY23: £15.0m). Deferred income
primarily relates to advance receipts of
R&D tax credits inTechnology
Solutions, 6RS Chuck fees, and
ongoing capacity fees.
Borrowings of £1,386.7m
(FY23: £1,462.1m) primarily comprise the
liability element of the three unsecured
convertible bonds andthe two senior
unsecured bonds. The increase
attributable to continuing operations of
£15.8m is due to:
• £647.8m recognised on issue of the
senior unsecured convertible bonds
and senior unsecured notes due in
2029;
• £681.4m derecognised on partial
redemption of the senior unsecured
convertible bonds and senior
unsecured notes due inDecember
2025 and October 2026 respectively;
• £76.2m accrued interest on loans and
borrowings held at amortised cost;
and
• £26.8m interest repayments.
Lease liabilities of £311.7m
(FY23: £497.8m) comprise land and
buildings of £281.1m (FY23: £426.9m),
motor vehicles of £15.7m (FY23: £51.6m)
and fixtures, fittings, plant and
machinery of £14.9m (FY23: £19.3m).
The decrease attributable to continuing
operations of £14.2m was driven by:
• payments made of £49.7m
(FY23: £92.5m);
• new leases for assets of £9.0m;
• accrued interest of £16.7m
(FY23: £25.7m);
• remeasurements of £(10.2)m; and
• other smaller movements of £0.4m.
Lease liabilities of £311.7m
(FY23: £497.8m) include £12.4m
(FY23: £16.5m) payable to MHE JVCo, a
company in which the Group holds a 50%
interest.
Other liabilities of £24.8m
(FY23: £41.0m) comprise:
• £23.5m (FY23: £40.8m) of provisions
largely in respect of 1. dilapidation of
properties and vehicles 2. employers
NIC on taxable equity-settled schemes
and cash-settled employee long-term
incentive schemes, and 3. onerous
contracts in relation to unavoidable
costs expected to be incurred in
exiting manufacturing contracts as a
result of changes to design and
production;
• £0.7m (FY23: £0.2m) derivative
financial liabilities primarily related to
diesel hedges; and
• £0.6m (FY23: £nil) of deferred tax
liabilities. The £0.6m increase is due to
the deferred tax liability arising in 6RS
from the difference in the tax base and
accounting base of tangible fixed
assets.
Liabilities held for sale of £506.4m
(FY23: £nil) relate to Ocado Retail, which
is presented as a disposal group and
discontinued operation at the period
end. Liabilities held for sale largely
comprise amounts payable to suppliers,
external lease liabilities and borrowings
payable to the joint ventures’
shareholders.
43OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Stakeholder Engagement
Listening and responding
toour stakeholders
Although there are other stakeholders, such as regulators and professional advisors, those identified as key are those
stakeholders that are fundamental to achieving our strategic priorities. As in previous years, we have reviewed the interests of
Ocado’s key stakeholders and the engagement activities undertaken in the last year. Various engagement mechanisms, as
detailed in the table opposite, are utilised for each stakeholder group and include opportunities for dialogue and feedback from
stakeholders. Engagement by senior management and other employees rather thandirect Board engagement is, in some cases,
the most appropriate mechanism for engaging with stakeholders. The Board monitors the effectiveness of engagement through
both Board reports and feedback through our governance structure.
Our key
stakeholders
Partners and clients
• Strong trusted relationships
with our partners and clients
are criticalto our success.
Understanding the needs
ofour partners and working
together enable us to help
them get the most out of
ourtechnology, develop our
solutions, meet our strategic
objectives and deliver on our
commitments.
• Our partners and clients
wantareliable and financially
sustainable product that
isinnovative and flexible.
Itisessential that we
understand their business
andtheir challenges.
Suppliers
• Our suppliers are imperative to the
success of our business. A strong supply
chain is critical in enabling us to deliver
on our commitments to our OSP partners
and continue to develop and grow our
business globally.
• Our suppliers want fair contractual and
payment terms; long-term strategic
relationships; equitable and compliant
supply chain practices and good social,
environmental and ethical impacts.
Environment, society
andcommunity
• Making a meaningful
contribution to the wider
society enables us to generate
positive environmental and
social impacts and further
ourobjective to operate
asaresponsible business.
• Socially responsible business
practices are most important to
this stakeholder group, including
climate change, greenhouse gas
emissions, human rights,
responsible sourcing, waste
management; and regulatory
compliance ofourbusiness.
Investors
• Our current and potential investors ensure
our continued access to the capital that
enables us to pursue our strategic
objectives. Through continued investment,
we are able to continue todevelop and
grow our business.
• Our investors want sustainable financial
and operational performance of the
business; strong governance; and
management of strategic priorities,
opportunities and risks for the business.
Our people
• Our people are our most valuable
resource. We rely on a talented,
engaged and innovative workforce
toachieve our strategic priorities:
inparticular, delivering
transformational technology and
driving the success of our partners
and clients.
• They want opportunities forgrowth
and development; fairreward and
recognition; a diverse and inclusive
working environment; and flexibility
andchoice.
44 OCADO GROUP PLC Annual Report and Accounts 2024

Board engagement and oversight Group engagement Outcomes from engagement
Our people
• Meetings took place between Non-Executive Directors
(“NEDs”) andour senior leaders and key groups of
employees.
• There was regular engagement by Andrew Harrison,
theDesignated Non-Executive Director forworkforce
engagement (“DNED”), withouremployees, including
reporting to the Board and People Committee on key
issues and actions being taken, seepage 100.
• Key metrics that are monitored by the Board include
eNPS scores, health and safety incidents, gender pay
gap, andcompliance and whistleblowing reports.
• We have a wide range of employee community
groups designed to connect people, enable
networking and create a sense of belonging,
aspart of an inclusive workplace across
business segments, including the Ocado
Council – a network of elected employee
representatives.
• We use Peakon, our employee listening tool,
togather employee sentiment and feedback
and, in turn, guide responsive action.
• We have several communication channels, with
regular updates on the business andpeople-
related news via Slack, digital newsletters and
livestreams, which include atwo-way Q&A. In
Ocado Logistics, a new digitalcommunications
and engagement platform was launched.
• There was continued engagement around
internal goals to provide clearer direction to our
people.
• We implemented our new People Manager
Principles for leaders and managers across
Technology Solutions.
• There is alignment of the emerging talent
pipeline and new hire diversity with ethnicity
and gender targets.
• In July, we held an event with the DNED and our
Community Chairs, providing a platform for
exchanging ideas, feedback and suggestions
and identifying challenges and opportunities for
growth.
Investors
• The Board receives regular updates on market
sentiment and investor feedback.
• Key metrics are monitored by the Board, which include
share price and share register movements, and the
number of investor meetings and events held and
attended.
• The Board review and approval material communications
to investors.
• Investor engagement meetings were held in advance
ofthenew Directors’ Remuneration Policy and new
Ocado Performance Share Plan 2024.
• There was also investor engagement around new the
Chair successionplans.
• The Chair’s governance breakfast in April was
well-received and two in-person governance roadshows
were held, where the outgoing Chair and other NEDs
met with investors and analysts.
• The outgoing Chair met with investors several times
throughout the year.
• The Company website has been refreshed to
ensure thecontent is meaningful and clear
forinvestors.
• Investor roadshows and attendance and
participation at investor conferences.
• There were regular discussions and briefings
for investors and analysts.
• The FY23 and HY24 results presentations were
held in person andonline, which included a
Q&Asession.
• Site visits to UK and international CFCs
forinvestors took place, including a visit to see
On-Grid Robotic Pick at the Luton CFC.
• Focus was given to educating the capital
markets on our equity story.
• We continued to advance communication of our
strategy and business objectives to current
andpotential investors to help increase
theirunderstanding of our business model
andprospects.
• We continued to develop our reporting and
providecomprehensive information
regardingsustainability issues.
• We received support from the public debt
marketfor our high yield and convertible
bondissuances.
Partners
• There was regular Executive Director engagement with
senior executives of partners, including quarterly
executive leadership meetings with all global OSP
partners.
• Regular business reports were provided at each Board
meeting on OSP partner relationships, including
performance and progress on operations, key issues
and potential new partners.
• The Board received a deep dive into key partners at the
June Board strategymeeting.
• A key metric monitored by the Board is OSP partner
siteutilisation.
• The Regional Presidents and Account teams,
the Partner Success teams and operational
teams across the business engage directly
andcontinually with our OSP partners.
• KPIs are set and feedback is provided during
ongoing projects with our partners.
• Representatives from all OSP partners come
together periodically to work collaboratively
and discuss experiences ofshared importance.
• Tailored action plans for each partner underthe
Partner Success programme continued to be
implemented and monitored.
• Regional presidents for Ocado Solutions
inAsia-Pacific, the Americas and Europe
continued to develop and implement regional
support models for partners.
• We developed internal and external training
material to be able to provide partners with the
best opportunity to make use of the functionality
within OSP.
Suppliers
• The Board received regular business reports raising
anyconcerns regarding suppliers and any
supplychainissues.
• The Audit Committee oversees prompt payment
practices.
• The Board approved the Modern Slavery Act Statement.
• Key metrics monitored by the Board include prompt
payment practices reports, engagement with suppliers
around the Carbon Border Adjustment Mechanism
(“CBAM”) and sanctions and export controls.
• We have an onboarding process for new
suppliers.
• We hold weekly operational supplier meetings
to review KPIs, as well as raise and resolve any
issues.
• There are monthly operational reviews and
Quarterly Business Reviews (“QBRs”) attended
cross-functionally from both sides, covering
quality, engineering, procurement,
supplyplanning and sustainability.
• We implemented and embedded supplier
relationship management, with a structured
programme of QBRs underway.
• There is improved visibility of demand and supply
through the sales and operations planning
process delivers enhanced supplier planning.
• We continued to undertake social audits for high
risk suppliers.
• Our suppliers were engaged on our new Supplier
Code of Conduct introduced in November 2023.
Environment, society and community
• The Sustainability Director attended the Board in the
year to discuss progress refreshing the sustainability
framework to support the business strategy.
• The Board discussed progress with delivering our net
zero roadmap twice during the year.
• The Board signed off the double materiality assessment,
reviewed changes to TCFD andkey metrics.
• The Board approved the Modern Slavery Act Statement.
• The Sustainability Committee, which
comprises of management across business
segments, meets quarterly to ensure there is
engagement on key issues.
• We have a refreshed sustainability section on
our corporate website, including information on
our sustainability framework.
• There are dedicated internal communication
channels used to inform employees and
provide waysthat employees can get involved.
• We launched our refreshed sustainability
framework and set more granular 2030
sustainability targets.
• We progressed the delivery of the net zero
roadmap which was approved in 2023.
• We improved our external reporting, matured the
control environment for sustainability data and
adopted a plan to meet new regulatory
requirements over the coming years.
45OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Section 172(1) Statement
Directors’ duty to promote
the success of the Company
The Board considers that, during 2024, it has acted to promote the success of the Company for the benefit of its members while
having due regard to the factors set out in section 172 of the Companies Act 2006.
How the directors fulfil their section 172
duty under the Companies Act 2006:
Strategic direction and culture
• The Board held a three-day strategy meeting in June to
consider the long-term strategic direction of the Group
andthe short- and medium-term steps to achieve this.
• The Board discussed in detail and approved a refreshed
five-year plan.
• The Board is responsible for setting and monitoring the
culture, values and reputation of the Group, and ensuring the
culture encourages our people to adhere to our values and
demonstrate responsible business conduct. The Board
monitors the culture through various qualitative and
quantitative measures that provide insight into the culture
ofthe Group. The DNED provides valuable feedback from
employees to the Board and the Board reviews Peakon
engagement scores regularly. The Board set a number
ofactions related to culture as a result of the Board
effectiveness review, see pages 107-108.
• The Board has reviewed and approved a number
ofcorporate policies in the year, including the updated
Human Rights Policy and revised Whistleblowing Policy.
See pages 15 and 100 for more on culture
Board information and discussion
• The Board receives regular reports from across the business
on performance, financing and the implementation of
strategy, as well as updates on external factors. These feed
into discussions on strategy and setting priorities to ensure
that the potential impact of decisions, particularly in the long
term, are understood and considered.
See pages 96 and 97 for the key Board focus areas
Diverse set of skills, knowledge and experience
• Annually, we request key information from all Directors in
relation to their skills and experience. This is also considered
by the People Committee when discussing the Board
composition andfuture Board appointments.
See pages 92-95 for our Board composition, including
the skills and experience of the Directors
You can read more about how the Board had regard to
each factor set out in section 172 during the year in the
following sections of the Annual Report:
Section 172 Read more
A
The likely
consequences of
anydecision in the
long term
• Our Business Model
• Our Strategy
• Group Key Performance
Indicators
• Business in Focus
• Highlights of the Year
B
The interests of the
Company’s
employees
• Stakeholder Engagement
• Sustainability Report
• How Our Culture and
Values Support Our
Strategy
• Monitoring the culture
C
The need to foster
business
relationships with
suppliers, customers
and others
• Our Markets
• Business in Focus: Ocado
Technology Solutions
• Stakeholder Engagement
• Highlights of the Year
• Non-Financial and
Sustainability Information
Statement
D
The impact of the
Company’s
operations on the
community andthe
environment
• Our Business Model
• Stakeholder Engagement
• Highlights of the Year
• Sustainability Report
E
The desirability of the
Company maintaining
a reputation for
highstandards of
businessconduct
• Our Business Model
• Sustainability Report
• Non-Financial and
Sustainability Information
Statement
• How We Manage Our Risks
F
The need to act fairly
as between members
of the Company
• Stakeholder Engagement
• Directors’ Report
Stakeholder engagement
• The Board ensures that it understands the views
andinterests of our stakeholders to enable effective
consideration of these, in decision-making and in settingour
strategic priorities.
Highlights can be found on pages 44-45
46 OCADO GROUP PLC Annual Report and Accounts 2024

The following examples demonstrate how we engaged with stakeholders and how the Board considered section 172 matters
aspart of Board discussions and decision-making.
See pages 96-97 for the key Board focus areas during the year
A
The likely consequences of any
decision in the long term
B
The interests of our employees
C
The need to foster business
relationships with keystakeholders
D
The impact of operations on
community and environment
E
Maintaining a reputation for
highstandards of business conduct
F
The need to act fairly
asbetweenmembers
Link to section 172 icons: Stakeholder icons:
Our people Partners
Suppliers
Investors
Environment, society
and community
Case study
Sustainability framework
This year, we refreshed our sustainability framework
and goals to ensure it accurately reflects the priorities
of our stakeholders and business. To ensure we
included the most important sustainability topics, we
carried out a formal double materiality assessment.
Individual Board members were interviewed, as well as
investors, partners and employees to understand their
views on sustainability topics. In September 2024, the
Board considered the feedback received from all
stakeholders and approved the final materiality matrix
and framework shown on page 49.
The Annual Incentive Plan targets for 2025, approved by
the Remuneration Committee, include two ESG
measures:
• improved employee experience (“eNPS”), a critical
measure for the Executive Committee to ensure our
people remain engaged; and
• a reduction in CO
2
emissions per van drop, a measure
that reflects our commitment to delivering on our net
zero goals.
Read more on pages 48-67
Case study
Refinancing
Throughout the year, the Board discussed the
Company’s financing options and approved the
issuance of a £250m convertible bond and £450m
high yield bond, and a buyback of £700m of
existing debt from the 2025 convertible bond
and2026 high yield bond. The Board regularly
considers the financial position of the Group
andthe requirement for capital.
When considering the need to refinance the Group,
the Board keeps in mind that it needs to ensure that
the Group has a sustainable level of debt and
sufficient capital to support long-term growth.
The Board considered a number of factors when
looking at refinancing options and deciding the
structure of the final refinancing, including the
long-term impact of the decision, funding costs,
shareholder dilution, and the interests of our
investors and partners in our capital requirements.
Read more on page 40
Link to section 172 Link to stakeholders
A FC E
Link to section 172 Link to stakeholders
D EC
47OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Sustainability Report
Building a sustainable
tomorrow
Reporting standards
This report has been prepared with
reference to the Global Reporting
Initiative (“GRI”) Standards. We have
mapped the material topics per our
double materiality assessment to the
GRI Standards and, while not
mandatory, take guidance from GRI
to enhance transparency and align
with best practices.
Introducing our new
sustainability framework
Our mission is to change the way the
world shops – for good. This year,
wehave refreshed our sustainability
framework, reaffirming our
commitment to address global
challenges and deliver long-term value
for our stakeholders.
Organised under four pillars, this
framework integrates sustainability
into every aspect of our operations
and partnerships, and reflects material
issues identified through engagement
withour stakeholders via a double
materiality assessment process.
We remain committed to achieving net
zero in our own operations by 2035
and in our value chain by 2040.
Climate Circularity
Community
Conduct
Climate
Advancing net zero
&innovating for
energyefficiency
Community
Fostering a diverse
& inclusive workplace,
and building skills for
the future
2030 sustainability targets
1. The indicated food waste target has been set by, and relates to, ORL.
2. This target applies only to our Technology Solutions employees.
Circularity
By design, saving
resources &
reducingwaste
Reduce Scope
1 and 2 GHG emissions
intensity by 40%.
For our operations:
• Zero waste to landfill
• 95% of end-of-life MHE
recycled
Support ORL to halve their
food waste1.
Reduce Scope 3
GHG emissions
intensity by 40%.
Achieve >95% completion
of Ocado Code training annually.
Enhance our supplier Code
of Conduct:
• 80% spend with bronze
medal suppliers on EcoVadis
• 100% of high risk suppliers
complete social audit and
critical non conformances
remediated
Increase employee
engagement by +2 eNPS
above benchmark2.
Increase diversity in our
senior leadership:
• 40% female
• 10% ethnic minority
Conduct
Acting safely, with
integrity & respecting
human rights
48 OCADO GROUP PLC Annual Report and Accounts 2024

Climate
Circularity
Conduct
Materiality boundaries
Minimal Informative Important Significant Critical
Minimal Informative Important Significant Critical
Financial materiality
† Although not deemed material,
we recognise our existing water
footprint and our impact on
biodiversity. We have thus
included disclosures on our key
impacts and, where applicable,
metrics that are relevant to our
stakeholders.
Issues category key
Community
Financially and impact material
Impact material
Financially material
Immaterial
Climate
change
mitigation
Waste
management
(excluding
food waste)
Food waste
management
Food safety
Microplastics
and plastic
waste
Ethics of AI
and robotics
Workers in
the value
chain
Biodiversity and
nature-related
impacts
Use of
hazardous
chemicals
Water
use
Relationships
with suppliers
Cybersecurity
and privacy
Corporate
culture
Employee
attraction
and retention
Climate
change
adaptation
Resource use
and efficiency
Health
and safety
Forced
labour
Anti-corruption,
anti-bribery and
protection of
whistleblowers
Working
conditions
Equal
opportunities
Community
relations
Air
pollution
Impact materiality
†
and the identification of these material
impacts has informed our refreshed
sustainability framework. Our DMA
approach took guidance from the
European Sustainability Reporting
Standards (“ESRS”) and replaces
ourprevious single materiality
assessment of2019.
Double materiality process
Our DMA followed a structured approach
and was led by third-party consultants.
Itbegan with a review of sustainability
issues using internal data, external data,
landscape reviews and peer reviews.
This process helped identify preliminary
“longlist” impacts, risks and
opportunities (“IROs”) relevant to
Ocado.Early stakeholder engagement
ensured these IROs reflected the
Company’s value chain.
Our third-party consultants met Ocado
stakeholders to review the methodology,
map respective value chains, define
boundaries and identify wider
stakeholder groups.
They undertook peer group research,
online surveys with employees and
suppliers, and conducted interviews with
investors, partners, Board members and
employees. Two workshops were held
with key subject matter experts for both
impact and financial materiality. This was
to identify positive and negative impacts
for each material issue and identify
whether these were actual or potential
impacts. Thethresholds used for
financial materiality were approved by
our Sustainability Committee.
Once identified, we assessed the IROs
for each topic using a score per issue.
Nineteen issues were found to be
material, with 12 of these being
significant or critically important.
Thefinalised materiality matrix was
approved by the Ocado Group Board
inSeptember 2024.
ERM Certification and Verification
Services Limited (“ERM CVS”) have
provided limited assurance over our DMA
process.
For both our full DMA methodology
statement and ERM CVS’ assurance
report, see www.ocadogroup.com/
sustainability/policies-and-
disclosures
Sustainability governance
Conducting business responsibly is
atthe core of our business strategy
(seepage 14). Our Board has oversight of
our sustainability framework and reviews
ittwice a year. It delegates responsibility
for aspects of sustainability performance
monitoring to the Audit Committee.
TheRemuneration Committee ensures
the sustainability metrics are
embeddedin the Annual Incentive Plan
(“AIP”). TheSustainability Committee is
the mostsenior executive meeting to
governsustainability performance.
Itischaired by the Group General
Counsel and Company Secretary and
meets quarterly.
Additional information on our governance
can be found on pages 90-155.
Double materiality
assessment
In FY24, we undertook a double
materiality assessment to better
understand our most material impacts
onsociety and the environment
(impactmateriality), as well as the
business risks and opportunities arising
from sustainability topics (financial
materiality). These bring together the
double materiality assessment (“DMA”),
Materiality matrix
Strategic Report Additional InformationFinancial StatementsGovernance
49OCADO GROUP PLC Annual Report and Accounts 2024

Climate metrics and targets
1
2030
target FY24 FY23
Year-on-year
movement
Scope 1 GHG emissions (tCO
2
e) – 103,957
△
93,293 +11%
Scope 2 (market based) GHG
emissions (tCO
2
e) – 895
△
887 +1%
Scope 3 GHG emissions (tCO
2
e)
2
– 162,057 209,8853 -23%
Total Scope 1 & 2 GHG emissions
(market-based) (tCO
2
e) – 104,852 94,180 +11%
Scope 1 & 2 GHG intensity
(market-based) (tCO
2
e per
100,000 orders) 209 358
△
348 +3%
Scope 3 GHG intensity
(tCO
2
eper £m in revenue4) 46 51 76 -32%
Total energy use (MWh) – 529,009 496,956 +6%
Renewable energy (%) – 19 20 -1%
Energy intensity
(MWhper100,000 orders) – 1,805 1,839 -2%
1. Metrics marked with a △ are subject to independent limited assurance by ERM CVS in accordance with ISAE
3000 (Revised) and ISAE 3410 for Greenhouse Gas emissions. See page 245 for the full assurance report.
2. For a breakdown of Scope 3 GHG emissions by category, see page 75.
3. Certain prior year Scope 3 categories have been restated. See page 243 for further information.
4. Based on 52 week Group revenue of £3,156m (FY23: £2,766m). Group revenue is inclusive of continued and
discontinued operations.
Sustainability Report continued
Climate
Climate change mitigation
and adaptation
Our decarbonisation initiatives
are focused on supporting
our partners and consumers
in transitioning to a net zero
economy as well as ensuring
weare improving our own
climate resilience.
We remain committed to achieving
netzero in our own operations (Scope 1
and 2) by 2035 and in our value chain
(Scope3) by 2040.
This year, we have also set shorter-term
carbon intensity reduction targets to
reduce our scope 1, 2 and 3 GHG
emissions by 2030.
Progress in FY24
Around 78% of our energy use powers
our fleet with 22% used for buildings.
While fleet energy intensity remained
flat, the transfer of orders from
Hatfield to more technologically
advanced CFCs improved electricity
efficiency per Each by 18% and
resulted in a 2% increase in overall
energy efficiency.
Our fleet accounts for 85% of our Scope
1 and 2 emissions, which rose this year
due to increased non-renewable fuel
consumption to support order growth.
97% of our electricity use is renewable
(mostly procured through RECs) and did
not contribute to the change in our
emissions.
We power most of our last-mile vans with
diesel and a portion of HGVs with CNG.
Our Scope 1 and 2 intensity increased
by 3% this year due to a lower
biomethane content in the CNG blend
used. Absolute Scope 3 GHG
emissions reduced primarily due to
lower procurement spend across
capital goods. Combined with an
increase in Group revenue, this led
toa 32% reduction in the Scope 3
GHG intensity.
Ocado Group GHG emissions (tCO
2
e)
Key
:
Scope 1
Scope 2
Scope 3
266,909
0.3%
39%
61%
Scope 3 emissions (tCO
2
e)
Key
:
Fleet (3.3)
Buildings (3.3)
Freight (3.4)
Product manufacturing (3.2, 3.13)
Procurement (3.1, 3.5)
People (3.6, 3.7)
Investments (3.15)
162,057
5%
15%
3%
33%
17%
24%
3%
50 OCADO GROUP PLC Annual Report and Accounts 2024

Roadmap to net zero by 2040
Our net zero roadmap is built around
an intensity-based reduction
approach, focusing on systematically
lowering the emissions intensity of our
operations while supporting the
expected growth of our business.
As part of this journey, we have set
interim targets to reduce our GHG
emissions intensity by 40% by 2030.
Our Scope 1 and 2 GHG emissions are
largely driven by our UK-based
logistics fleet and warehouse
operations, andthusour KPI is measured
in tCO
2
e per 100,000 orders.
Our Scope 3 emissions are linked to
spending across Technology Solutions
and Ocado Logistics, with our KPI
measured intCO₂e per £m of revenue.
We published our first net zero roadmap
in FY23 which identified six key areas of
activity that could help us achieve our
netzero commitments. We have
continued to lay the foundations of our
net zero plan this year. An infrastructure
project to switch our delivery van fleet to
Electric Vehicles (“EVs”) has been
implemented at two of our London
spokes and we have also continued to
implement solar photovoltaics (“PVs”)
at our sites (see case study on page
52). Our EVs have been operational
since October 2024 and we expect
tosee their positive contribution to
reducing our GHG inventory in 2025.
The chart on page 50 shows the
relative contribution each of our six
key areas have to our total footprint,
and the plan to decarbonise these
areas disclosed in our net zero
roadmap below.
Net zero in operations
2035
Scope 1 and 2 intensity reduction 40% 97%
Scope 3 intensity reduction 40% 80% 97%
Supplier engagement
Supplier choice
Promote low-carbon business travel
Promote low-carbon commuting
Maintain renewable electricity use
Buildings
Baseline
2023
20302025
Net zero in value chain
Replacing fossil fuels with electricity through our EV roll-out
Installing solar PVs at CFCs to reduce grid usage
Carbon removal or avoidance
Supplier engagement
Supplier choice
Supplier engagement
Supplier choice
Renewable electricity and solar PVs
2040
Rolling out ZEVs and alternative fuels for internal combustion engines
Reducing diesel usage per order
Net zero refrigeration
Fleet
Reducing fossil fuel usage per order
Buildings
Fleet
Low-carbon product design principles
Circularity options for waste management
People
General
procurement
Freight
Carbon
offsets
Product
manufacturing
Strategic Report Additional InformationFinancial StatementsGovernance
51OCADO GROUP PLC Annual Report and Accounts 2024

Fleet: Fleet emissions account for nearly
half of our total GHG footprint, making
the transition to Zero-Emission Vehicles
(“ZEVs”) a priority. We tied fleet
electrification to AIP targets inFY24 (see
pages 124-147).
In October 2024, we launched our first
fleet of EVs across two London spoke
sites, increasing the total EVs in our
fleetfrom 1.2% to 5%. Building on this
milestone, we plan to further electrify
ourfleet over the next five years.
Progress depends on addressing two
key challenges – electricity grid
connectivity and advancements in EV
technology to extend the range of
refrigerated vehicles. We continue to
collaborate with utility companies,
manufacturers and landlords
toovercome these hurdles.
In FY25, we will also aim to:
• reduce diesel usage per order through
improved routing via our OSP;
• continue adapting our OSP to enable
seamless integration and management
of EVs into our and our partners’
delivery fleets;
• explore lower-carbon fuels as
alternatives to diesel for our current
internal combustion engine (“ICE”)
delivery fleet; and
• trial hydrogen delivery vans
aspartofa collaborative UK Research
and Innovation government-
fundedprogramme.
Buildings: Through the procurement of
renewable energy certificates (“RECs”),
97% of our electricity use is renewable.
We are in the process ofinstalling solar
PVs on the roofs ofsome of our UK
Customer Fulfilment Centres CFCs.
While retrofitting andoptimising our
existing sites is resource-intensive, these
requirements will be integrated into
theplanning for future sites.
Freight: We are planning to engage
withsuppliers to adopt low-carbon
transportation and incorporate freight
emissions into procurement decisions.
Product manufacturing: This year, we
have focused on establishing the carbon
footprint of key products, such as bots
and totes. This has enabled us to identify
carbon “hot spots” in our product design.
We plan to use this to prioritise supplier
engagement activities on carbon and
guide us on where to consider
manufacturing improvements that could
help reduce the GHG footprint of our
products.
Our new 600 Series bots are both lighter
and more energy efficient than earlier
models, reducing overall material
requirements and allowing for the use
oflighter grids. Early performance
analysis has shown they use about
halfas much energy to pick the same
basket size, making them more
sustainable operationally for both
usandour partners.
Procurement: In 2024, we started
toengage with strategic raw material
suppliers on their GHG reduction
strategies. We engaged MHE suppliers
representing approximately 50% of
our2023 Scope 3.2 GHG emissions
togain deeper insight into their
sustainability efforts.
This year, our Barcelona Development
Office achieved significant strides in
reducing climate impact and increasing
energy efficiency. We installed onsite
solar PVs and district water heating
powered by waste incineration.
Solartracking revealed that
approximately 40% ofelectricity use is
now directly supplied by the solar PVs,
with theremainder provided from the
grid on a renewable electricity tariff.
Though Spain’s energy market does
not allow the sale of excess solar
energy back to the grid, we made the
decision to freely share any surplus
electricity. This increases the
proportion of renewable electricity
available in the grid, providing benefits
beyond Ocado.
Energy-saving measures, such as
motion-activated lighting in meeting
rooms and automatic shut-offs
Through a detailed questionnaire, we
assessed their approaches to carbon
reporting, data collection and climate
targets. The process revealed a range of
readiness levels across suppliers. We
plan to use these insights in FY25 to help
us prioritise our engagement efforts. We
are introducing scorecards to the
quarterly business reviews with suppliers
that are most material to our Scope 3
footprint and using this to accelerate our
efforts to obtain primary carbon footprint
data in these cases.
People: We are addressing emissions
from our employees’ business travel by
updating travel policies to minimise air
travel. We already offer our employees
free shuttles to our offices from local
stations to encourage use of public
transport and will continue to promote
low-carbon commuting and travel
options, supported by incentives
andtraining.
Additional information on our
climate-related disclosures can
befound in our TCFD report
onpages 68-75
overnight, have not only contributed
toreduced electricity usage but also
lower bills. Additional efforts to reduce
the building’s impact include sourcing
fruit directly from farms, using
recycled milk bottles and cutting
plastic waste in office snacks.
We hope to take some of the lessons
learnt from this project and transfer
these initiatives to other locations
across the world in 2025.
Sustainability Report continued
Case study
Reducing climate impact at our
Barcelona Development Office
52 OCADO GROUP PLC Annual Report and Accounts 2024

Air pollution
Our materiality assessment highlighted
air pollution from our UK van fleet as a
concern, given the potential health
impacts of diesel emissions on our
employees, neighbours and the
generalpublic.
We are proud that all our ICE fleet
vehicles are modern vehicles that
comply with the highest vehicle tailpipe
emission standards – Euro 6 – minimising
harmful nitrous oxide (“NOₓ”) and
particulate matter (“PM”) emissions to
the lowest levels. Overall, we estimate
that, in FY24 our fleet emitted up to 16.5
tonnes of NOx and 1 tonne of PM based
on the regulated emission limits for Euro
6 engines.
We expect that our drive to electrify our
van fleet will significantly reduce these
numbers over the coming decade.
Thefirst tranche of EVs we introduced
attwo of our London sites in 2024 will
enable us to annually reduce our NOₓ
emissions by 0.33 tonnes and PM
emissions by 0.02 tonnes.
To protect our colleagues at sites which
use diesel vehicles, especially those with
indoor parking, we install additional air
extraction vents and do regular air
quality assessments to ensure air
qualityremains high.
Water
We are committed to managing water
responsibly and tackling water-related
challenges in our operations, such
aswater stress, flood risks and
wastewater management.
Our operations primarily use water for
cleaning purposes, such as for cleaning
vans and totes, and used 282 million
litres of water from municipal supplies in
2024. Whilst our water usage is relatively
low and has no material impact on water
availability in our locations, we have also
installed rainwater harvesting systems,
water-efficient facilities, water
reclamation systems andsustainable
infrastructure such aspermeable
pavements and car parking atmany
locations.
We have used the Aqueduct Water Risk
Atlas to assess the water stress across
all of our locations and those of our
partners where we have installed our
technology. We identified two of our
development centres (in Athens and
Barcelona) as being located in areas
withan extremely high inherent risk for
climate-related water stress, accounting
for 0.5% of our total municipal-supply
water use, and one partner site in the
USA. Two partner sites were also
identified as having an extremely high
riverine flood risk. Mitigation measures
atthese sites are being evaluated to
determine their resilience to future
climate trends.
Further information on climate-related
risks can be found on page 70 of our
TCFD report.
Biodiversity
Our properties are in business centres
and industrial sites, typically close to
large cities. We have performed an
assessment to identify which properties
are in or near legally protected areas
included on the International Union for
Conservation of Nature (“IUCN”) Green
List of Protected and Conserved Areas,
as well as near key biodiverse areas
(sites contributing significantly to the
global persistence of biodiversity as
defined by the IUCN).
Through our assessment, we have
identified seven UK sites that are within
1km of IUCN-listed biodiverse areas
(LeaValley, Thames Estuary and
Marshes, and Nene Washes).
Noneofour sites were found to be
located within legally protected areas.
We will continue to assess our
biodiversity impacts during 2025 and
how we can incorporate Task Force on
Nature-related Financial Disclosures
(“TNFD”) recommendations into our
operations and reporting going forward.
53OCADO GROUP PLC Annual Report and Accounts 2024
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Total waste by type
Key:
Cardboard & paper
25,204t
Food
14%
Plastics
MHE - metal, batteries & electronic
Wood
Other/general waste
59%
13%
2%
1%
10%
Total waste by destination
Key:
Recycled
Anaerobic digestor
Incineration & other treatments
Landfill
Unknown
13%
76%
11%
0.04%
0.19%
25,204 t
Circularity
In July 2024, we announced a new
agreement with LiBatt, a Recyclus
Group company, to recycle end-of-life
lithium-ion (“Li-ion”) batteries from our
first-generation warehouse robots.
We now send our end-of-life Li-ion
battery packs to LiBatt’s industrial-
scale Li-ion battery recycling facility,
the first of its kind in the UK, for
processing and recycling.
For transportation to the facility,
weuse LiBatt’s proprietary Li-ion
battery storage boxes, LiBox,
whichare UN-certified and ADR (the
European Agreement concerning the
International Carriage of Dangerous
Goods by Road) compliant –
thehighest global standard for
transporting hazardous goods.
By providing industrial-scale Li-ion
battery recycling and ensuring safe
storage and transportation, we are
helping to mitigate the environmental
hazards associated with Li-ion
batterydisposal.
They have processed 3,500 of our
Li-ion battery packs since July 2024.
Sustainability Report continued
We’re committed to protecting
the environment by minimising
waste and applying circular
economy principles to our
innovations and operations:
enhancing value for our business,
our partners and customers.
While our focus is on innovative solutions
that prevent waste from being generated
in the first place, we believe that adopting
circular economy principles in our waste
disposal strategy sets us up for lasting
success. We have adopted ISO 14001
environmental management principles
and achieved certification to this
standard in 2024 for five of our
Technology Development Centres.
Recognising societal concerns about
food and packaging waste in grocery
supply chains, we collaborate with our
UK retail partners to support their targets
for reduction and impact minimisation.
Case study
Circularity – battery recycling with Recyclus
Circularity metrics and targets 2030 target FY24
Total waste (tonnes) – 25,204
% of total waste sent to landfill 0% 0.04%
% of end-of-life MHE recycled 95% 99%
% of shoppers’ plastic bags recycled – 61%
Tonnes of ORL food waste per tonne of food sold
1
0.3% 0.49%
1. The indicated food waste target has been set by, and relates to, ORL.
54 OCADO GROUP PLC Annual Report and Accounts 2024

Resource use and efficiency
The efficient use of raw materials in the
manufacturing of our MHE (grids, bots
and peripherals) and using recycled
materials wherever possible is key to
minimising our use of natural resources.
Designing for longevity and repair is
often cheaper than sourcing more
virginmaterials, and when end of life
iseventually reached, recycling can
bemore cost-effective than bearing
thecosts of waste disposal.
With the design of our Re:Imagined
product range, our focus has been on
reducing the amount of materials used
tobuild our grids and produce our MHE.
We have developed our 600 Series bots
to be lighter and more efficient than
previous models. They were developed
in house using design methods such as
topology optimisation and manufacturing
tools including 3D printers. Unique in the
robotics industry, 3D printing empowers
engineers to create intricate parts that
have high stiffness, low weight and a
high degree of recyclability for the
polymer used to print the parts.
Withc.50% 3D printing, the total weight
of the 600 Series bot is three times
lighter than the previous 500 Series bot,
saving raw material resources in both
itsmanufacturing and operation.
The lightweight design of the 600 Series
bot allows us to build lighter grids. This
has helped us to develop the Mk3 grid,
which has an optimised site design
utilising less raw materials and is more
energy efficient to operate. The Mk3 grid
will be deployed for the first time for new
sites going live in FY25 and beyond.
As we begin to retire older MHE such as
our 400 Series bots, we are focused on
preserving raw materials through reuse
and recycling of components in new
products (see case study on page 54).
Waste management
In 2024, we worked with our waste
disposal partners to create a centralised,
global overview of our waste footprint
forthe first time.
Our data shows that 98% of the waste
we currently manage comes from our
UKlogistics operations and is 59%
cardboard packaging by weight.
Foodand plastic packaging are the
othertwo significant waste categories
that we handle.
Our strategic waste service providers in
this part of our business adhere to our
zero waste to landfill goal, and work with
us to ensure all our cardboard and plastic
waste is recycled. We have an anaerobic
digester on our Dordon site, managed by
a third-party, which enables us to
dispose of our food waste responsibly
and turn it into electricity, which we use
to run our Dordon facility. In 2024, 89%
of our waste was either recycled or used
togenerate electricity through
anaerobicdigestion.
Although our MHE accounts for a small
portion of our total waste by weight,
some of this equipment is now reaching
the end of its life as our Technology
business matures and will be replaced
with more efficient models. In 2024, we
launched an MHE waste policy, which
promotes responsible reuse and
recycling, and established a global goal
to have 95% of end-of-life MHE recycled
by 2030.
We have begun sourcing responsible
waste partners that offer circular
solutions for this, focusing in 2024
onscrap metal components and the
batteries that power our robots.
Thecase study on page 54 details
howwe are recycling our batteries.
Assome of our older sites are
retrofittedwith Re:Imagine products
ordecommissioned, this work will
become a larger part of our waste
management activities.
Microplastics and
plasticwaste
We recognise societal concerns over
plastic waste and microplastic pollution
in the environment; we are committed to
managing plastics responsibly across
our operations and to adopting circular
economy principles in their disposal.
Plastics are important to Ocado’s
operations, being used in our robotics
technology and fulfilment delivery chain.
They also account for 13% of the waste
generated at our CFCs. This plastic
waste is largely secondary and tertiary
packaging used to protect grocery items
and facilitate the bulk handling and
transport of goods. This packaging is
removed atCFCs prior to goods being
loaded intogrids for picking and
distributing toconsumers.
Our sites include packaging handling
facilities, where all secondary and
tertiary plastic packaging that is
removed is sent for sorting and
separation from cardboard and other
materials. 98% of all plastic packaging
that we handle is recycled.
Plastics in technology
andfulfilment
We use durable plastic totes to store
goods in our CFCs and transport them
tocustomers. These crates are designed
to be long-lasting and reusable,
forminga core part of our sustainable
logistics strategy.
Beyond delivery, plastics are
essentialtoour technology solutions.
Componentsof our MHE are made
withhigh-performance plastics,
ensuringdurability and efficiency
inouroperations.
55OCADO GROUP PLC Annual Report and Accounts 2024
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Closed-loop recycling of our
shoppers’ carrier bags
In the UK, we use single-use carrier bags
to help us efficiently deliver groceries
toour customers, preventing damage
caused by spillages, and to keep
groceries safe and hygienic as we
transport them from our hi-tech
warehouses and deliver them to the
homes of our customers.
To minimise the impact of these carrier
bags on the environment, we’ve
operated a voluntary take-back recycling
scheme since 2015. In 2024, our delivery
drivers collected 61% of the plastic bags
back from our customers at the
doorstep. We then returned them to the
original manufacturer to make into new
bags – closing the loop on this aspect
ofplastic use.
Our plastic bags supplied to customers
are made of 60% recycled material
andour freezer bags are made of 40%
recycled content. Their grey colouring
avoids water-intensive bleaching
processes and uses vegan-friendly ink.
We continue to work with oursupplier
onincreasing the recycled content of the
plastic bags and have recently reduced
their thickness, resulting in a 10%
decrease in plastic use per bag.
Responsible packaging of Own
Range groceries sold by ORL
Minimising primary packaging of
common grocery items is a key pillar
ofORL’s “Our Planet Together” strategy,
reducing packaging waste on Own
Range products and promoting reusable
and refill systems.
As founders of the Refill Coalition, ORL,
working with Ocado Logistics, is leading
a new industry-wide online reuse
solution to significantly reduce single-
use packaging across the supply chain.
More information on this can
befound inthe case study
onpage57
ORL also works with the British Retail
Consortium (“BRC”) Mondra and its
suppliers to assess the environmental
impact of packaging, identify hotspots
and explore improvement opportunities
across the packaging lifecycle. Other
partners include the Waste & Resources
Action Programme (“WRAP”) and
collaborations to deliver innovative
responsible packaging.
ORL is actively redesigning its Ocado
Own Range packaging and collaborating
with suppliers to implement innovative
solutions that prevent waste generation
at source. Since 2021, we have
eliminated 193 tonnes of packaging
and32 million unnecessary
packagingcomponents.
Our2024innovations include:
• launched bacon in an easy-to-open,
recyclable mono-material vacuum
pack with 60% less plastic, resulting in
a six-tonne annual reduction in plastic;
• designed an in-mold labelling printed
lid for our dip range, which eliminates
cardboard sleeves, removing 7 tonnes
ofcardboard and 1.9 million
unnecessarycomponents;
• transitioned from plastic bags to
recyclable paper bands for bananas
toeffectively secure the product
without compromising its integrity,
resulting in a reduction of 18 tonnes
inplastic annually and 4.5 million
components; and
• Ocado.com now offers over 60
products with QR codes linking to
customisable landing pages, providing
dynamic content designed to
encourage recycling and promote
sustainable behaviours.
Food waste management
The role of OSP in tackling
foodwaste
Food waste presents a significant
challenge in grocery retail, often
arisingfrom inefficiencies in inventory
management, forecasting inaccuracies
and the complexity of traditional supply
chains. This creates two key risks
forretailers:
• under-ordering stock: leading
tounfulfilled customer demand
andlowersales; and
• over-ordering stock: resulting in
surplus inventory, reduced profitability
and higher food waste levels.
OSP is designed to mitigate these risks
through an integrated approach that
improves forecasting accuracy,
optimises stock management and
automates replenishment decisions.
Itgenerates millions of demand forecasts
daily, leveraging historical grocery data,
real-time purchasing behaviour and
ecommerce inputs to predict sales
patterns with a high degree of accuracy.
Our OSP ensures that stock levels align
closely to actual demand by integrating
webshop data such as in-basket sales,
past purchases and promotions.
Thisenables:
• automated replenishment, where
AI-driven purchase orders are based
on predicted demand, reducing
manual stock adjustments and
minimising over-ordering; and
• targeted stock management,
identifying products at risk of excess
inventory and optimising distribution
toprevent unnecessary waste.
Beyond forecasting, OSP actively
reduces food waste through automated
stock clearance strategies. The system
identifies products approaching expiry
and initiates dynamic pricing
adjustments or targeted promotions via
retailers’ digital platforms. These actions
improve product sell-through rates and
reduce food waste levels.
Sustainability Report continued
56 OCADO GROUP PLC Annual Report and Accounts 2024

How we are tackling food waste
In 2022, ORL set targets to reduce food
waste tonnage by 20% by 2025 and 50%
by 2030 from a 2022 baseline.
Our logistics business actively manages
food waste on ORL’s behalf with the help
of OSP and is working towards achieving
these targets. Wherever possible, unsold
food is redistributed from our CFCs
through our network of community food
partners, the company shop and the
Felix Project charity, which distributes to
London charities, schools and the
vulnerable in society.
Remaining inedible unsold food is
classed as waste and sent to anaerobic
digestion, which creates energy that
powers our Dordon CFC.
In 2024, food waste was 0.49% of food
handled (FY23: 0.43%). This is a 17%
reduction against ORL’s baseline.
We remain focused on reducing food
waste through optimising and improving
processes at ORL, including timely and
accurate data collection, real-time
scanning of returns, focusing employees
on quick turnarounds and avoiding
packaging contamination. Additionally,
improving the granularity of waste and
surplus data across the estate will help
us identify more opportunities for
redistributing and recovering
unsoldfood.
This year ORL and Ocado Logistics
have worked together to become the
first major UK supermarket to pilot a
reusable packaging scheme designed
specifically for online grocery
shopping. Launched in August 2024,
with the support of UK government
funding, the trial aims to reduce
theuse of single-use packaging
incustomers’ weekly shops by
introducing durable, reusable
containers at no extra cost
tothecustomer.
The new reusable range includes
frequently purchased items, ensuring
customers can make sustainable
choices without compromising on
quality or value. Designed to replace
single-use plastic packaging in
everyday products, the trial features
items of Ocado Own Range rice, pasta,
liquid detergent and fabric detergent
under the new brand name
“OcadoReuse”.
Ocado Logistics played a critical role in
making thisclosed-loop system
possible, ensuring the smooth
operation ofreusable packaging at
scale inthefollowing ways:
• Design & reuse potential – Ocado
Logistics ensured the containers
were durableenough for reuse, with
eachvessel designed to replace
upto five single-use plastic items
(based on 500g of rice) and last
forover 60 cycles.
• Collection & sanitisation – Customers
return empty containers with their
next Ocado delivery, where Ocado
Logistics manages the collection,
hygienic washing and preparation
for reuse.
• Logistics & refilling – Ocado Logistics
oversees the movement of
containers throughout the supply
chain, ensuring they are refilled at
the supplier and reintegrated into
the delivery network.
Initial results from the trial have been
highly encouraging. Volume sales of
reusable products have exceeded
expectations, performing ahead of
target, while customer sentiment has
been overwhelmingly positive, with
strong reviews – 4.9 stars out of 5 for
pasta and 4.8 stars for rice. Vessel
return rates have also been
encouraging, demonstrating strong
customer engagement with the
scheme.
The trial continues to be evaluated
through consumer research (including
quantitative studies, in-home
ethnography and an independent
lifecycle assessment) to assess its
long-term impact and scalability.
Thisinitiative is a testament to ORL’s
and Ocado Logistics’ shared
commitment to reducing single-use
packaging and driving innovation in
sustainable retail.
Case study
Leading the way in reusable packaging
1
A retailer not
ordering enough stock
The customer doesn’t receive
whatthey ordered and
satisfaction levels decrease.
2
A retailer ordering
too much stock
Customers may be happier but
profitability is lower andfood
waste ishigher.
57OCADO GROUP PLC Annual Report and Accounts 2024
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We launched a refreshed Ocado Code
training in September 2024, which we
expect all of our salaried employees to
complete annually. It incorporates
modules on data protection, information
security, modern slavery, bribery, fraud
and conflicts of interest into a single
gamified format. New employees
undergo this training during their
induction, with existing employees
receiving it as part of their periodic
refresher training.
Our hourly paid workers in our logistics
business areinformed on relevant topics
in our Code of Conduct through site-
based communication campaigns.
Whistleblowing
Our whistleblowing programme, “Speak
Up,” facilitates reporting on topics in our
Code of Conduct without fear of
retaliation. This service allows
employees and third parties to
confidentially report concerns via phone
or online channels 24/7 and is managed
by an independent third party.
The Board receives reports twice a year
on the use of the service, how issues
were managed, and any mitigating
actions taken.
All reports are managed in accordance
with our Speak Up Policy and processes.
Remedial action is taken as relevant
when a report is substantiated and varies
from informal verbal warnings, using
findings to support other investigations,
speaking with implicated individuals,
conducting additional training or
retraining sessions, or other appropriate
measures. In FY24, we updated our
whistleblowing framework to account for
the changesrequired under the EU
Whistleblowing Directive.
Conduct
Sustainability Report continued
We are committed to respecting the
internationally recognised human
rights encapsulated in the Universal
Declaration of Human Rights and the
International Labour Organisation’s
Declaration on Fundamental Principles
and Rights at Work. Throughout our
operations, we seek to mitigate the
infringement of human rights and
commit to addressing any adverse
impacts we identify as prescribed by
the UN Guiding Principles on Business
and Human Rights (“UNGP”).
How we protect the human rights of
our workforce and the workers in our
value chains is embedded within our
Human Rights Policy. We take human
rights abuse seriously, including forced
labour, child labour and human
trafficking, and will not tolerate any
such practices in our operations or our
supply chains.
Our full Modern Slavery Act Statement
and Human Rights Policy canbe found
online at www.ocadogroup.com/
sustainability/policies-and-disclosures.
At Ocado, we are committed
toacting safely, with integrity
and respecting human rights.
Our aim is to maintain a culture of
transparency and trust. We are
committed to rigorous governance
ofdata privacy, cybersecurity and the
responsible use of AI and robotics.
We strive to ensure good business
conduct is present both internally at
Ocado and throughout our supply
chains. We protect the safety of our
workers through the implementation
ofour health and safety policies,
whilstexpecting equal standards
ofoursuppliers through our
SupplierCodeofConduct.
Our Code of Conduct
Our Code of Conduct outlines the ethical
principles guiding our actions. It
encapsulates our mission, values and
policies for our employees, and
emphasises the importance of complying
with our minimum standards and
expectations. It can be found on our
website at www.ocadogroup.com/
sustainability/policies-and-disclosures.
Protecting human rights
58 OCADO GROUP PLC Annual Report and Accounts 2024

Anti-corruption
andanti-bribery
Our Code of Conduct, along with
ourpublicly accessible Anti-Bribery
Statement, outlines our zero-tolerance
stance on bribery and corruption.
Both of these may be found on our
website at www.ocadogroup.com/
sustainability/policies-and-
disclosures.
Our Anti-Bribery Policy establishes clear
guidelines for our employees on the
reporting of gifts and hospitality,
provides key principles for interactions
with third parties and operates in
conjunction with our Procurement Policy
to maintain ethical standards throughout
our value chain. Our anti-bribery
standards and compliance obligations
are embedded within our standard
purchasing terms and conditions, and
are reinforced by our supplier qualifying
procedures and checks, which include
requirements for completion of a supplier
compliance statement and a sanctions
compliance form. Our employees receive
training onour Anti-Bribery Policy as part
oftheir annual Ocado Code
training(seepage 58).
Responsible use
ofAIandrobotics
As pioneers in grocery and automation
technology, we embrace advances in AI
that help us be as efficient as possible
across our end-to-end operations,
improving our costs and helping us run
sustainable processes. As early
adopters, we recognise it is important
toharness the full benefits of AI and
robotics technologies, and to get the
best out of fast-evolving technologies
including AI and machine learning.
We are building expertise to leverage
AIin our product development, focused
on consumer experience and efficient
operations. It is crucial we develop and
deploy these technologies in a safe,
effective and responsible manner.
Our responsible AI and robotics
commitments form the foundation
ofourinnovation strategy and will
becontinuously reviewed to ensure
alignment with evolving regulations,
including the EU AI Act (the “Act”).
We conducted a preliminary internal
review of our AI inventory in 2024 and
itserved as a valuable opportunity to
obtain key information required for
compliance with the Act. This process
included conducting interviews to raise
awareness across the business and
performing an initial breakdown of our
use cases as both a provider and
deployer, effectively laying the
groundwork for the next phases
ofcompliance with the Act.
Based on our interpretation of the Act,
we have not identified any prohibited
usecases.
We acknowledge that further work
willbe required to ensure ongoing
compliance and that additional
regulatory guidance is likely to emerge
inthe coming months. As part of our
commitment to meeting the Act’s high
standards, we will continue to review
andrefine our processes.
In 2025, we are committed to advancing
our compliance framework to continue
toalign with the Act requirements whilst
building sustainable and streamlined
procedures to facilitate innovation and
experimentation. This will include
completion of the AI inventory use case
internal review, AI literacy training,
developing procedures and templates
tomeet the Act’s requirements and
implementing a continuous review
cyclefor AI use cases.
Our cross-functional AI Governance
Group provides oversight, serves as an
escalation point and proactively reviews
specific use cases to ensure that the
relevant teams have adequate
awareness and support. Identified risks
are assessed and reported to the Risk
Committee to ensure alignment with
organisational priorities and risk appetite.
For additional information
onourtechnology and
responsibleuse of AI, see
https://www.ocadogroup.com/
solutions/our-technology
Case study
Our responsible AI and robotics commitments
Fairness: We use high-quality,
representative data sets to mitigate
bias in our systems.
Transparency and explicability:
Ensuring systems are well documented
to demonstrate reliability and
trackback issues, aswell as provide
aneasily understandable explanation
ofoursystems for users.
Governance: Ensuring appropriate
accountability structures are
inplacebefore internal or third-
partysystems are deployed.
Regularlymonitoring systems
tocheckperformance.
Robustness and safety: Integrating
privacy and security into design,
assessing safety considerations and
building in appropriate safeguards.
Impact: Ensuring interactions with
people are conducted with respect
and empathy. Considering the impact
of automation on affected staff,
communicating in an upfront way and
providing opportunities for re-skilling
where possible.
59OCADO GROUP PLC Annual Report and Accounts 2024
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Cybersecurity
Cybersecurity remains a Group principal
risk for Ocado (see page 82), and we are
committed to safeguarding our systems
and data. Cyber threats continue to
increase in sophistication as cyber
criminals adopt advanced tactics,
including the use of AI tools, to exploit
vulnerabilities and breach systems.
Weare alert to these issues and
continually enhance our cybersecurity
programme to respond to the evolving
threats. We also continuously monitor
the evolving cybersecurity regulatory
landscape and assess the applicability of
the regulations to our business and,
where appropriate, in order to ensure our
preparedness to comply with applicable
regulations. For example, we monitor
developments with the NIS2 Directive,
which is currently in the process
ofbeingtransposed into law
inEUmember states.
The Board has oversight of our
cybersecurity risk and strategy, and
reviewed our priorities and objectives
forthe next three years in July 2024.
Cyber resilience is a key component,
ensuring that we are able to identify,
respond andrecover from a cyber
incident. Ourcybersecurity programme
underpins our strategy and covers both
our corporate systems and the services
thatwe provide to our clients.
We have developed a layered defence
model that is supported by a skilled and
experienced team of cyber professionals
and includes:
• a well-defined security governance
framework overseen by the
Information Security Committee;
• a proactive awareness programme
which includes regular
communications and a champions
network to educate all employees
about cybersecurity risks;
• a 24/7 security operations
centretodetect and respond
tosecurityincidents;
• a vendor assurance programme
tomanage third-party cyber risks;
• a comprehensive programme of
regular security testing of our
applications andinfrastructure,
including monthlyscans and
simulations;
• a “secure by design” approach,
embedding security into our
softwaredevelopment process; and
• monitoring of regulatory
developmentsto ensure compliance
with applicable regulations.
The operating effectiveness of our
security controls for OSP are subject to
annual assurance from an independently
provided Service Organisation Control
(“SOC”) report. This provides our clients
with an independent assessment of our
security controls for OSP.
Data privacy
Data privacy is a core principle for us,
aswe process shopper data on behalf
of13 retail partners to help them fulfil
grocery orders through OSP.
We recognise that our use of AI to
enhance these services presents
additional data privacy risks, including
potential risk of bias and deep fakes.
Ourprivacy compliance framework
adapts to such risks. For example,
our“privacy by design” process ensures
that such emerging risks are identified
and appropriate measures are
embedded so that AI is used in line
withapplicable privacy legislation.
Our Global Data Privacy Accountability
Framework sets out our data privacy
approach. We use the EU General Data
Protection Regulation as our basis for
compliance across all Ocado entities,
making the necessary considerations for
derogations, exemptions and specific
requirements required by local laws.
We will continually develop our global
privacy framework as we onboard
partners in new jurisdictions and take
account of changes in UK, EU and
international privacy and complementary
laws, such as the EU AI Act.
Our Personal Data Committee, our most
senior Executive Committee governing
data privacy, is chaired by the Chief
Compliance Officer and is accountable
to the Audit Committee. Its role is
toensure our Global Data Privacy
Accountability Framework is effectively
implemented and providing assurance
ofthe effective data privacy governance
and best practice mechanisms in place
across Ocado. During FY24, the
committee reviewed findings from our
annual data privacy compliance audits,
improvements to the privacy by design
process, insights from publicly reported
breaches and regulator enforcement
actions against otherorganisations.
Each Ocado business unit has an
appointed Data Privacy Champion who
acts as an ambassador to promote data
privacy locally.
Every employee, including our Executive
Committee, is required to undergo
annual data privacy training.
Sustainability Report continued
60 OCADO GROUP PLC Annual Report and Accounts 2024

Occupational health
andsafety
Ensuring the health, safety and well-
being of our employees and partners
isacore priority at Ocado. We manage
arange of safety issues across our
business including food safety, driver
safety, product safety, technology
engineering and the wellbeing of our
employees in many different job
functions – from office-based to our
personal shoppers in our CFCs. We also
promote best practices on our partners’
sites and work collaboratively with
themto achieve integrated
safetymanagement.
Policy and governance
The Global Health, Safety & Environment
Committee, chaired quarterly by the
Group General Counsel and Company
Secretary, provides strategic oversight
and guidance on health, safety, fire,
wellbeing and environmental matters
across the Group. The Fire Safety
Governance Committee also convenes
quarterly, chaired by the Chief
Compliance Officer, to ensure
governance and oversight of fire
safetystandards.
In our annual review of our Health,
Safety, and Environmental (“HSFE”)
Policy, we updated our Statement of
Intent tointegrate fire safety this year.
We have safety management systems
designed to align with ISO standards,
and we have achieved ISO 45001 and
14001 for five of our Technology
Development Centres during 2024. We
plan to add more sites to this
certification in 2025.
For our publicly available HSFE
Statement of Intent,
seewww.ocadogroup.com/
sustainability/policies-and-
disclosures
Implementing safety initiatives
and employee training
Senior leadership emphasises the
importance of effective safety
management and drives a culture of
continuous improvement.
Enhancing fire safety remained a focus in
2024, and we have embedded a range of
risk mitigations, such as the introduction
of fire-retardant metal totes into UK
CFCs, which will help significantly reduce
our fire risk in our distribution centres.
Our goal is to empower our teams with
the knowledge and confidence to act
inemergencies.
We ran four open days at our facilities
forUK fire and rescue personnel, in
partnership with Hampshire and Isle of
Wight Fire & Rescue Service, the London
Fire Brigade and our Insurers. We shared
lessons learnt and advancements in
managing electrical fire risks within
dense storage arrays.
Our fire safety experts have also been
working closely with our technology
team over the year to development new
technologies, including safer, lighter 600
Series bots, automated battery handling
systems and improved grid installation
processes. We are proud of the
introduction of risk-mitigating automation
technologies to enhance employee
safety and well-being for our own
operations and those of our partners, for
example, AFL, which automates a
process traditionally associated with
musculoskeletal injury.
We have been working on an integrated
multi-lingual online Health, Safety and
Environmental training package for all
employees, which we aim to roll out
in2025.
Monitoring performance and
continuous improvement
We implement proactive risk
management strategies to identify,
assess and mitigate a wide range
ofhazards.
We conduct proactive inspections across
health, safety, fire, wellbeing and
environmental matters to validate
assumptions, challenge practices and
ensure consistent application of best
practices,supporting compliance
andcontinuous improvement.
Fire risk assessments across our UK
portfolio are conducted by an external,
independent UKAS-accredited
organisation. These assessments
aresupported by regular internal
inspections, ensuring 100% of our
UKsites are evaluated annually.
In 2024, we stress-tested the emergency
plan atour Erith CFC with a third-party
consultant and aim to roll out similar
exercises in other CFCs.
We track key health and safety metrics
to monitor trends and drive continuous
improvement.
Food safety
Governance and
managementprocesses
We recognise our obligation totake
steps to keep food under our control
safe, ensure it meets legal requirements
and satisfies consumer expectations
atthepoint of delivery.
Our documented Quality Management
System is aligned with the BRC
standard2022 and contains various
keycontrols, including:
• Temperature control: ensuring
products are stored and transported
atappropriate temperatures to
maintain safety and quality.
• Stock management: reducing risk
bymanaging inventory effectively.
• Traceability: enabling swift
identification and removal of
unsafefood from the market.
We employ a risk based approach
tomanaging food safety and quality
assurance, rooted in the Hazard Analysis
& Critical Control Point (“HACCP”)
framework. This approach is
implemented through an end-to-end
food safety risk assessment of the
Ocado operation and by applying food
safety policies and practices to manage
thoserisks. The effectiveness of the
management policies and practices is
evaluated through a structured schedule
of food safety risk-based audits.
Collective responsibility
forfoodsafety
We encourage our employees to
challenge and report any failures or
deviations from safety policies whilst
adhering to Company procedures and
actively participating in maintaining a
positive food safety culture.
It is also our responsibility to ensure our
logistics operations safeguard against
substandard products reaching
customers. To assist with this, our fleet
of temperature-controlled vehicles is
equipped with monitoring systems that
record temperature data at
predetermined intervals, ensuring
compliance with standards. Weekly
temperature checks are also completed
across all Ocado Logistics sites to verify
operational integrity.
61OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Forced labour and workers
in the value chain
By integrating responsible sourcing into
our procurement process, we continue to
strengthen our efforts to protect workers
in our value chains, with a particular
focus on reducing the risk of human
rights abuses, modern slavery and
childlabour.
Governance
The Board has oversight of the
processes, procedures and the
governance framework in place for
responsible sourcing. It is responsible
forreviewing and approving our Modern
Slavery Act Statement.
Our Regulatory and Compliance team
conducts desktop audits to assess
adherence to the supplier onboarding
process, ensuring that due diligence
requirements are met and that
onboarded suppliers comply with
theminimum qualifying criteria
setoutinour Procurement Policy.
Furthermore, we monitor our ability
tomeet stakeholder expectations on
modern slavery and human rights using
third-party benchmarks. In 2024, we
improved our position on the CCLA
Modern Slavery UK Benchmark score,
which assesses the largest UK-listed
companies, moving from Tier 3: Meeting
Basic Expectations in 2023 to Tier 2:
Evolving Good Practice.
Supplier Code of Conduct
The Supplier Code of Conduct
establishes a framework that outlines the
standards and principles suppliers are
expected to uphold in their business
operations and interactions when
working with or on behalf of Ocado.
TheCode reflects our commitment to
respecting human rights and aligns with
internationally recognised standards,
including the Universal Declaration of
Human Rights and the fundamental
principles of the International Labour
Organisation’s conventions.
Sustainability Report continued
Map of our technology product manufacturing supply chain in 2024
UK
Netherlands
Australia
Sweden
Poland
Norway
Germany
Austria
Japan
China
Ireland
France
Czechia
USA
Mexico
Canada
Switzerland
Spain
India
Taiwan
Key
Direct suppliers
High risk supplier manufacturing facilities
62 OCADO GROUP PLC Annual Report and Accounts 2024

New supplier
onboardingprocesses
In alignment with our Procurement
Policy, all new suppliers are required to
complete a standard pre-qualification
questionnaire. This process ensures
thatfinancial, ethical and regulatory
compliance standards are rigorously
upheld during supplier selection.
Suppliers are also required to submit
aSupplier Compliance Statement,
confirming the existence of robust
policies and procedures, including
measures to address compliance with
modern slavery legislation within their
organisation. From July 2024, the
requirement to acknowledge and
committo adhering to the principles
andstandards outlined in our Supplier
Code of Conduct was formalised.
Enhancing human rights
standards in our supply chains
In line with the UNGP and Organisation
for Economic Co-operation and
Development (“OECD”) guidelines for
responsible business conduct, we take
arisk-based approach and prioritise
greater due diligence on new and
existing business-critical suppliers
operating in inherently high-risk regions
and industries for human rights abuses.
We aim to ensure that suppliers
identified as high risk carry out annual
social audits and commit to regular
meetings that facilitate the closure of any
critical non-compliances or breaches of
zero-tolerance issues. These suppliers
are also asked to complete an EcoVadis
desktop assessment.
For lower-risk key suppliers, we require
them to complete an EcoVadis desktop
assessment annually. We conduct
quarterly meetings with them to discuss
the results and areas of improvement
inacollaborative manner. In 2024,we
have prioritised engaging directly with
those suppliers that received low scores
inthe areas of labour, human rights and
sustainable procurement to encourage
future improvements across these
twoareas.
Onsite social audits forhigh-
risksuppliers
These audits must be carried out
annually by an approved independent
third-party organisation and be
unannounced or semi-announced within
afour-week window. We accept 4-Pillar
SMETA, Amfori BSCI, SA8000 and
Responsible Business Alliance audits. We
have continued to strengthen our internal
controls and practices in thisarea and
have created materials designed to guide
our supplier’s internalteams through this
process.
In FY24, we categorised ten
manufacturing facilities in our supply
chains, representing more than 12,000
workers based across China, India and
Mexico, as high risk. Subsequently,
thesesites have undergone third-party
social assessments, leading to the
identification of critical non-compliances
during five ofthe audits. These issues
included extremely high working hours,
lack ofrest days, absence of worker
representation, unpaid overtime
premiums and wage deductions, and
potential indicators of forced labour.
Weare no longer engaging with three
ofthese suppliers and are working with
the remaining suppliers to close out any
open critical non-compliances before
restarting business with them.
During this financial year, we had no
confirmed reports of forced labour and
human trafficking within our operations.
We did, however, investigate one
potential incident involving an employee
who resigned before we could conclude
our initial investigation. We subsequently
reported our concerns to the relevant UK
helpline. When indicators of forced
labour were identified in our supply
chain, we engaged with our suppliers
toensure that these were mitigated
inaresponsible manner.
Monitoring progress and
continuous improvement
In 2024, our enhanced responsible
sourcing due diligence programme has
been focused on direct suppliers in
ourtechnology product manufacturing
supply chain. This represents 119
suppliers and 20% of our total Group
procurement spend for the year.
Training and Education
During the year, we conducted training
forour Procurement specialists teams
onkey responsible sourcing processes
andtopics including:
• Responsible Sourcing Screening
process: Teams were trained on their
roles and responsibilities within the
process to further embed into
business as usual. This will be an
annual training to align teams on any
changes made to process, while
ensuring new starters are aware.
• Forced Labour Workshop: Teams
were given training on the International
Labour Organisation forced labour
indicators’, practical ways to bevigilant
when visiting suppliers andhow our
due diligence identifies forced labour
in our supply chain.
Responsible sourcing metrics and targets % spend1 2030 target
Signed Supplier Code of Conduct 55% 100%
With valid EcoVadis scorecard 49% –
Achieve EcoVadis Bronze medal or higher 31% 80%
High risk – requiring social audit 22% –
High-risk suppliers completed social audit 6% –
High-risk suppliers completed social audit
withnoopencritical non-conformances 5% 100%
1. See page 243 for our basis of reporting and calculation methodology.
An initial social audit of a new supplier
undergoing onboarding in India
identified critical breaches of the
Ethical Trade Initiative (“ETI”) Base
Code and local law.
We found that security guards at the
factory were working 12-hour shifts,
six days a week – well beyond the
limits set by the ETI Base Code and
Indian labour law. They were also paid
basic hourly wages without the
required overtime premium.
Once identified, we worked with the
supplier to agree on a clear and
measurable Corrective Action Plan to
resolve the issue. OurResponsible
Sourcing Team supportedit with
guidance and documentation review.
The supplier was responsive and
remediation progressed immediately.
Subject to a follow-up audit and
through discussions with site
management, the supplier agreed
towork collaboratively with us to
closeout these non-compliances.
Case study
Upholding human rights through social audits
63OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Community
Sustainability Report continued
Creating Ocado’s culture
We foster an open, collegiate, engaged,
innovative and entrepreneurial culture.
We want to build a high-performing and
inclusive community where employees
feel valued and choose to stay and grow
their career.
Our Board recognises the importance of
cultivating this culture and governs it
through the People Committee, which
meets quarterly to address talent
leadership, engagement, Diversity,
Equity and Inclusion (“DE&I”) and
employee wellbeing, which includes
mental health.
Over the past year, we prioritised
initiatives to support diversity and
ethnicity targets, drive the growth of
women, and advance our global DE&I
priorities.
We continue to focus on embedding
activity to improve people insight, grow
diverse talent and shape inclusive
culture.
We have implemented career pathways
and our new deep-dive diversity and
wellbeing listening survey has provided
greater insight into all aspects of DE&I
across Technology Solutions. This has
supported progress in improving the
experience of women managers and
shaping expectations for people
managers.
Our People Management Principles on
page 65 are a set of behaviours that all
managers within Technology Solutions
are expected to exhibit and are
closelylinked to our values.
For additional information
onculture, see pages 15 and 100
We aim to be an employer
of choice and drive positive
impact through our people and
communities. Attracting and
retaining the best people and
create sustainable pipelines
of engaged and diverse talent
is a priority for us because we
believe that diversity of thought
breeds better innovation.
As an employer working at the forefront
of the technological revolution, we are
committed to growing skills for the
future, as through skilled and engaged
high-performing teams, we are more
able to respond to future business
challenges and enable partner success.
We are also committed to having a
positive impact in our local communities
in building skills for the future through
our programmes such as “Code for Life”.
KPIs Target FY24 FY23
Year-on-year
movement
Total number of employees1 – 20,261 18,869 +1,392
% females – senior management
2
40% 30%
△
32% -2%
% ethnic diversity – seniormanagement
2
10% 5.6%
△
4.5% +1.1%
Employee engagement
eNPS of Technology Solutions – 12 19 -7
eNPS of Ocado Logistics – 13 6 +7
1. Total employee numbers are as at 1 December 2024. Employees include all full-time, part-time, permanent,
and temporary employees that have a contract with Ocado. Agency staff, external contractors and
non-guaranteed hour contracts are excluded from this count. ORL employees (FY24: 920) are also excluded.
2. Senior managers are defined as our Executive Committee and the level below.
3. Metrics marked with a △ are subject to independent limited assurance by ERM CVS in accordance with ISAE
3000 (Revised) and ISAE 3410 for Greenhouse Gas emissions. See page 245 for the full assurance report.
Total employees by business
Key:
Technology Solutions
Logistics
23%
77%
20,261
Total employees by geography
Key:
UK
International
90%
10%
20,261
Total employees by gender
Key:
Women
Men
Not disclosed
17%
80%
3%
20,261
64 OCADO GROUP PLC Annual Report and Accounts 2024

Employee attraction
andretention
Recruiting and retaining top talent is
critical to our success in a competitive
market. We create an attractive work
environment through career
development, competitive rewards,
proactive DE&I initiatives and
comprehensive wellbeing programmes.
In 2024, our Technology Solutions
turnover rate was 17% (FY23: 24%).
Compulsory turnover contributed 7%
(FY23: 12%) tothese rates due to our
recent businessrestructuring.
Our Ocado Logistics turnover rate was
84% (FY23: 101%) with compulsory
turnover contributing 35% (FY23: 45%) to
this rate.
While we continue to refine our employee
experience to enhance retention and
reduce turnover rates, Ocado Logistics
experiences a higher turnover rate due to
the nature of its large operational
workforce, where higher turnover is
common across the industry.
We want our people to share in Ocado’s
success, including as shareholders.
Twice a year, we grant Free Shares
equivalent to 0.5% of their salary to
those who have completed six months
ofservice or more. In the UK, we offer
aSharesave Scheme and Buy As You
Earn plan for our employees, while
international employees benefit from
anEmployee Stock Purchase Plan.
Theseinitiatives ensure nearly
everyonecan invest in Ocado
andbepart of our growth.
Employee engagement
Our engagement strategy is built on
community, leadership, talent
development and culture. We measure
engagement to show how well we are
doing at retaining the best talent and to
build our culture.
In 2024, Peakon, our employee listening
tool, helped us continually evaluate the
employee experience and monitor
wellbeing through regular surveys. It
measures our Employee Net Promoter
Score (“eNPS”) across a range of issues
and thus enables timely, data-driven
actions atboth corporate and local
levels.
Within our Technology Solutions
business, employee engagement
maintained an above-benchmark score
average of 23 across the first three-
quarters of the year. It understandably
decreased towards the end of the year to
an eNPS of 13 as a result of our business
restructuring announced in October
2024.
Ocado Logistics colleagues showed an
improved engagement score of 13 at the
end of the year.
In addition to Peakon, our Listening
Champions areour valued local listening
volunteers and provide an avenue for
employees to give feedback and
champion thoughts up the
leadershipchain.
Local action groups also exist for site
management teams to address specific
issues, complementing existing network-
wide channels, “hot topic” forums and
the Ocado Council (a network of elected
employee representatives) which feeds
back challenges and successes to senior
management and cascades information
tocolleagues.
Training and development
Our performance and talent framework
exists to deliberately differentiate,
develop and deploy talent. We believe
that every Ocado employee has talent
and that talent needs to be nurtured in
different ways.
This year, Technology Solutions
expanded its Career Pathways
programme to enhance career visibility,
outlining required skills and offering
insights into alternative paths across
thebusiness. Employees also receive a
personal training budget via Learnably,
acurated learning resource marketplace,
to support skill development.
Ocado Logistics employees can access
professional qualifications funded
through the apprenticeship levy, ranging
from level 3 to level 7, covering paths
such as Leadership, HR, Project
Management, Data Analytics,
Engineering and Accountancy. In 2025,
we will pilot a People Development
Programme for hourly-paid employees,
offering pathways to management roles.
Our Emerging Talent programme
supports graduates, interns and
apprentices, cultivating diverse talent
inengineering, finance, business and
technology. Degree apprenticeships
inDigital and Technology Solutions,
DataScience and Engineering are also
available. In line with Employer Pays
Principles, we ensure no fees or deposits
are charged for training opportunities,
reinforcing our commitment to equitable
career growth.
People Management Principles
Deliver Results Champion Talent Actively Care
Foster high-performing teams,
set clear and ambitious goals,
and uphold accountability,
establishing clear expectations
against roles and values.
Attract and develop diverse
talent, ensuring every
employee can reach their full
potential in an environment that
enables their best work.
Role model and champion our
values, promote inclusivity, and
prioritise employee wellbeing
and a safe space where people
can thrive.
65OCADO GROUP PLC Annual Report and Accounts 2024
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Our Advancing Leaders Programme
nurtures leadership talent, offering
cross-business networking and
executive exposure with a focus on
strategy via an engaging development
experience for our senior leaders of the
future. In 2024, 62 employees
participated, with engagement scores
increasing by 30 points to 40 eNPS for
participants.
Equal opportunities
Our Equal Opportunities Policy outlines
our commitment to creating an
environment for our employees that is
free from discrimination, harassment and
victimisation. It reflects our commitment
to create a diverse workforce and pay
strategy that supports all individuals
irrespective of their gender, age, race,
disability, sexual orientation or religion.
Our Ocado communities are groups of
employees that are formed based on
shared characteristics. They serve as
aplatform for our people to connect,
voice their opinions, influence and
createchange, such as our Fertility
andMenopause community groups.
Thisyear, we launched a new community
for Disability and Accessibility, bringing
our total number of communities to 14.
In 2024 we were proud to secure fifth
place in the REDI1 Monitor, highlighting
our commitment to DE&I and the work of
ourcommunities. This ranking puts us at
the forefront of a growing movement of
large UK companies including faith and
belief as a fully-fledged part of their DE&I
and belonging commitments. We further
cemented our approach by partnering
with KPMG on a mentorship pilot scheme
targeted at BAME employees.
Our Board recognises the importance of
promoting DE&I to business success and
set goals for 2024 as part of the AIP (see
pages 124-147 for more details) to
complete a number of initiatives aimed at
advancing it in the future.
This included launching new DE&I and
wellbeing learning programmes for all
employees in our Technology Solutions
business. The “Building Bridges”
(Foundation DE&I Learning) addresses
unconscious bias and inclusive
behaviours, whilst “Leading the Way”
(manager training) provides tools for
inclusive leadership and psychological
safety. In FY24, 42% of our employees
completed Foundation DE&I Learning
and 40% of our managers completed
afollow-up module dedicated to them.
We partner with an external provider
called Moving Ahead to run our two
global equity mentoring programmes,
which are open to all – anyone enrolled is
matched with an external mentor with at
least 10 years’ professional experience.
The Mission Gender Equity programme
focuses on building and strengthening
pipelines for women in leadership,
whilethe Mission Include programme
supports diverse leadership
representation, including
neurodiverseand socioeconomically
underrepresented employees.
Internal mentoring schemes further
support employees to provide
personalised guidance and insights into
their tailored career goals. Our Reverse
Mentoring Scheme pairs senior leaders
with women employees to foster mutual
learning and awareness.
We are committed to growing the
representation of women and ethnic
minorities across our business and our
2030 targets help us to maintain focus
on this commitment.
We also continue to report on our Group
gender pay gap, which showcases a
median gap of 0.8% in favour of women.
Our full report can be found
atwww.ocadogroup.com/
sustainability/policies-and-
disclosures
Employee wellbeing
A strong focus on wellbeing is central to
our high-performance culture and
supports our ambition to attract, retain
and empower the best people. Creating
an environment where the health and
wellbeing of our people are prioritised is
a critical part of building a high-
performing culture.
Our wellbeing package includes access
to digital support to help people self-
manage their mental health, access to
our Employee Assistance phone line and
training for all managers on how to
support mental health in the workplace.
This year, we expanded our Mental
Health Champion Network to 100+
trained champions across Technology
Solutions and Logistics to provide
employees with peer-to-peer support
avenues in a safe, confidential and
non-biased manner.
We collaborate with our employees to
create lifestyle policies that reflect our
values and we support and promote
flexible working options.
In 2024, we developed and launched
three new policies, to support
Menopause, Fertility, and Parents and
Carers, providing tailored assistance to
employees caring for others and new
parents navigating neonatal care.
Our core benefits for our Technology
Solutions employees include life and
sickness protection, retirement advice
and a mental health support service.
OurLogistics colleagues receive
Company Sickness Benefit and mental
health support. Our Benefits+ platform
isnow available in 80% of our countries
and allows employees to select
additional benefits that matter most to
them. Discounts+ offers retail savings
and islive in 65% of our countries,
enabling our employees to save money
on everything from bills to household
necessities and lifestyle products,
including offering all UK employees
aretail discount on Ocado.com.
For further health and safety
policies and how we keep
employees safe at work seepage61
Working conditions
Living wage
90% of our Ocado Logistics employees
are hourly wage workers. We conduct
anannual review of remuneration and
incentive plans to align with market
trends and internal and external fairness.
All Ocado employees receive at least
National Minimum Wage regardless
ofage.
Acrossthe UK, around 91% of our wage
workforce are now paid at or above
theReal Living Wage.
We continue to negotiate our hourly pay
rates with the Union of Shop, Distributive
and Allied Workers (“Usdaw”) in the UK
and regularly conduct meetings and
dialogue with our employee councils
toensure that our pay rates are locally
competitive and achieved in good faith
with our employees.
1. The Religious Equity, Diversity & Inclusion (“REDI”) Monitor tracks the inclusion of religion and belief in the diversity initiatives of companies on the FTSE 100 Index.
Sustainability Report continued
66 OCADO GROUP PLC Annual Report and Accounts 2024

During 2024, we ran focus groups
withour delivery driver council
representatives to listen and
understandwhat their reward and
benefit priorities are. Regular dialogue
with employee councils ensures fair
andcompetitive pay.
Freedom of association
We ensure that all employees can freely
associate or engage in collective
bargaining without fear of retaliation
asstated in our Code of Conduct.
Webelieve this is critical for fostering
anequitable and supportive workplace.
Notdoing so could result in operational
disruptions, regulatory breaches
andlower employee engagement.
In FY24, approximately 7,800 Ocado
employees were trade union members.
We negotiate conditions and pay rates
with Usdaw our recognised union for
hourly colleagues in Ocado Logistics,
and our employee council. Regular
meetings arealso held with the
Usdawnationalofficer.
Community relations
We are committed to supporting our
employees’ generosity and passion, to
support their local communities with
their talents and skills, and to also inspire
the next generation through impactful
volunteering.
Promoting STEM education
As a technology innovator, provider and
employer, we believe that we can play
avaluable role in supporting Science,
Technology Engineering and Maths
(“STEM”) development worldwide.
Matched funding
During the financial year, our employees
went above and beyond to support
charities close to their hearts, from
running marathons to climbing Mount
Everest. At Ocado, we are committed
toenabling our people to make a
difference in their communities,
whetherthrough volunteering,
fundraising or direct donations.
To further support their efforts,
weprovided matching donations to
charities such as Age UK, Veterans
inAction, MIND, Alzheimer’s Society,
FearFree and more.
Our finance team also partnered with
Goods for Good, a charity dedicated to
redistributing surplus goods to those in
need. Around 90 colleagues gathered
tosupport this initiative and, together,
sorted and packed essential clothing,
toiletries and other supplies for
vulnerable communities.
Colleagues also contributed by
donatingadditional items and, overall,
our efforts helped provide support
tomore than 300 people.
Promoting career development
for disadvantaged people
We also partner with charitable
organisations linked to our DE&I strategy,
such as the Inspiring Leadership
Foundation, which supports
disadvantaged women through
mentoring and financial independence
programmes and Ambitious About
Autism, where we piloted a six-month
internship at Andover CFC to provide
work experience to autistic individuals.
Alleviating food poverty
Working together with Ocado Logistics,
Ocado Retail has successfully
redistributed £9.3m in surplus stock
across our trusted network of charity
partners across the UK, including The
Felix Project and Community Shop.
Throughthe You Give, We Give
initiative,generous customer donations
contributed £2.1m to this total. Together,
we strive for maximum efficiency in
redistributing products to ensure they
are fully utilised, avoiding waste and
helping to improve food insecurity.
Our Code For Life team, along with a
community of 47 Ocado employees
and external volunteers, enhances
online resources while inspiring the
next generation. They visit schools,
run robotics workshops and deliver
career talks, helping bridge the gap
between coding and real-world
applications. Through these efforts,
they showcase the exciting and
diverse career opportunities
intechnology.
Our free coding education platform
celebrated 10 years in 2024, reaching
700,000+ users globally. Featuring
games such as Rapid Router and
Python Den, the programme supports
over 220,000 students across 170
countries. Over six million coding
levelswere attempted this year alone.
Ocado employees and external
volunteers also run robotics
workshops and career talks.
Case study
Ten years of Code for Life
67OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Task Force on Climate-related Financial Disclosures
(“TCFD”) 2024
1. Governance
a
Describe the board’s oversight
ofclimate-related risks
andopportunities
b
Describe management’s role
inassessing and managing
climate-related risks
andopportunities
Our Board oversees climate-related risks
and opportunities through the Audit
Committee, which ensures strategic
alignment and accountability. Executive
management drives these efforts via the
Sustainability Committee, which plays a
key role in integrating climate
considerations into business strategy.
Where Climate impacts overlap with our
principal risk, the Risk Committee
assumes oversight to ensure effective
risk management. Working groups have
delegated responsibility for the delivery
of business-level actions. This is set out
in the diagram on page 69.
Board
The Board sets and leads the Company’s
climate-related strategy as part of a
holistic sustainability framework for the
business. Our responsible business
approach includes the commitment to
reduce our environmental impact, ensure
our business is resilient to the impacts of
climate change and ensure we achieve
net zero in our operations and value
chain. Additional information on our
commitments may be found in our online
HSFE Statement of Intent. The
sustainability framework and progress
with the net zero roadmap were
discussed at both the February 2024
andSeptember 2024 Board meetings.
The Board discussed and reviewed the
Company’s climate-related risks in
February 2024 but generally delegates
this activity to the Audit Committee.
Seepages 96 to 97 for additional
information on the Board and
sustainability actions completed
duringFY24.
Our net zero ambitions are considered
aspart of our five-year planning process
and include thecosts of key action
points related toour net zero programme
such as fleet electrification, product
circularity anddecarbonisation.
Audit Committee
The Board delegates elements of its
responsibility to the Audit Committee.
The Audit Committee meets at least
quarterly and, delegated by the Board,
isresponsible for the review of the
effectiveness of risk management and
the system of internal control for Ocado
Group. This includes oversight of
climate-related risks and opportunities in
line with our Enterprise Risk Management
(“ERM”) approach (see page 118).
Twicea year, the Audit Committee
discusses the Risk Committee’s
enterprise risk report which includes our
climate and environment principal risk.
The Audit Committee received three
updates on climate-related risks this
year. These included an update on our
sustainability framework, reporting, and
climate-related risks and opportunities.
Our Internal Audit function reviewed the
activity status of both the sustainability
and net zero programmes. The report,
titled “ESG Metrics and Targets Review”
was presented to and reviewed by the
Audit Committee inDecember 2023 and
April 2024.
Remuneration Committee
The Remuneration Committee sets our
Remuneration Policy and oversees
remuneration and workforce policies.
Sustainability targets are included in
theAnnual Incentive Plan (“AIP”) in
ourDirectors’ Remuneration Policy.
Thisensures that the Remuneration
Committee considers this factor when
determining whether the formulaic
vesting levels are appropriate.
TheExecutive has objectives relating
tosustainability and the continued
commitment to embed a responsible
business approach into our operations.
The Executive AIP targets incorporated
objectives to deliver on elements of our
net zero roadmap in FY23 and FY24.
Theobjectives for FY25 continue to
incorporate targets to advance our
climate commitments under our
netzeroroadmap.
See the AIP performance measures
and information relating to the
ESGobjectives set for FY24
onpages 134 and 134
Executive Committee
The Executive Committee is responsible
for the day-to-day management of the
business, carrying out and overseeing
operational management and
implementing the strategic objectives set
by the Board. The Executive Committee
ensures climate-related matters are
considered in strategic decisions across
the business, which includes ensuring
the implementation of our sustainability
framework and net zero programme.
Sustainability Committee
The Sustainability Committee convenes
four times a year and governs our
climate-related risks and opportunities.
The Committee is chaired by our Group
General Counsel and Company
Secretary who, along with our
Sustainability Director, maintains
Executive Oversight of our net zero and
climate risk management activities and
reporting. Members include our Chief
Financial Officer, Chief People Officer,
the CEO of Ocado Technology and the
Managing Director of Ocado Logistics.
Updates on the Committee’s decisions
and actions are provided to the Audit
Committee and Board.
Compliance Statement
The following section of our Annual Report complies with UK Listing Rule 6.6.6R(8). In determining our compliance with all 11 of
the TCFD recommendations and recommended disclosures, we have considered both Section C of the TCFD Annex entitled
“Guidance for All Sectors” and Section E of the TCFD Annex entitled “Supplemental Guidance for Non-Financial Groups”.
The climate-related financial disclosures made by Ocado Group comply with the requirements of the Companies Act 2006 as
amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
68 OCADO GROUP PLC Annual Report and Accounts 2024

Climate-related topics discussed by the
Sustainability Committee during the year
included: Scope 1, 2 and 3 GHG
emissions; progress on environmental (or
climate-related) AIP targets for FY24;
progress on our net zero roadmap,
associated targets and initiatives (which
included fleet electrification, the
procurement of renewable energy, the
installation of solar PVs; and an update
on climate impacts (risks and
opportunities) and associated KPIs.
Risk Committee
The Risk Committee reviews and
challenges the risk management
processat Ocado Group, including
theidentification, prioritisation and
management of principal and key
risks.This includes our climate and
environment principal risk. The Risk
Committee has delegated oversight of
climate-related risks to the Sustainability
Committee to better leverage subject
matter expertise. The Risk Committee
meets quarterly and reports to the Audit
Committee and Board.
Ocado Retail (“ORL”) and Ocado
Group Joint Sustainability
Management Committee
The ORL Board governs the management
of its own climate-related risks and
opportunities independently from the
Ocado Group risk governance structure.
To maintain alignment and manage
dependencies, a management group
with representatives from ORL and
Ocado Group convenes bimonthly.
Thisalso assists in co-ordinating the
management of jointly owned climate-
related risks. Issues discussed by the
management group include GHG
emissions data, fleet decarbonisation
and solar PV installations at CFCs.
Various operational meetings are held
inaddition to this. This group reports
tothe Ocado Group Sustainability
Committee and ORL ESG Committee.
See the “How we manage our risks”
section on pages 76-85
foradditional detail on how we
maintain alignment between
OcadoGroup and Ocado Retail
Governance of climate-related risks and opportunities
Board of Directors
Audit Committee
Remuneration Committee
Board-level governance
Management-level governance
Other relevant forums
Inform and report
Executive Committee
Sustainability Committee Risk Committee
2. Strategy
a
Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium, and long term
b
Describe the impact of climate-
related risks and opportunities
ontheorganisation’s businesses,
strategy andfinancial planning
c
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including
a2°Corlower scenario
Climate-related risks are identified,
assessed, managed and monitored in
line with our ERM approach, described
on page76.
When assessing climate-related risks
and opportunities, we extend our time
horizons beyond our five-year plan to
consider the impact of climate on our
business over the lifetime of CFCs and
other significant assets. We consider our
climate-related risks and opportunities
by geography, in terms of either i) UK
– affecting our Logistics business; or ii)
Global – affecting our Technology
Solutions business.
This year, we updated our time horizons
to better align with our budgeting and
planning cycles. We describe the impact
climate-related risks and opportunities
have over the short, medium and long
term. A summary of the risk assessment
periods used can be found on page 72.
We have integrated a responsible
business approach into our business
strategy and launched a refreshed
framework for it this year, which includes
“Climate” as the first of the four pillars
(see page 50), with net zero
commitments as goals. Our net zero
roadmap with interim GHG emissions
reduction targets is outlinedon page 51.
Climate-related risks and opportunities
have been factored into our last mile
delivery strategy, energy procurement
strategy and new product design
strategy as detailed in the strategy
impacts tables on pages 70-72.
To ensure we have the necessary capital
requirements to implement our strategy,
our five-year plan takes into account the
capital requirements related to CFC
construction and upkeep, the continued
implementation of more efficient
products and the ongoing costs
ofenergy.
For additional information on how
wehave considered the impact
ofclimate-related matters on our
Financial Statements, see page 175
Ocado Retail (“ORL”) and Ocado Group
joint Sustainability Management Committee
69OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

TCFD continued
Our key climate-related risks and opportunities
Through our impact assessment and scenario analysis, the following risks and opportunities have been identified.
Basedonourinternal risk management processes , a threshold of£5 million was used when identifying material climate
matters.See page 73 for a description of the scenarios andfinancial impact analysis ranges used and page 244
forourcalculation methodology.
1. The stated time horizon indicates when the identified climate-related risk or opportunity will materialise. It is expected that once present, the continued impact is from that
pointonwards.
2. See pages 244 for the underlying scope and assumptions used to determine the financial impact of each climate-related risk and opportunity.
Risk/Opportunity description
1
Impact with financial quantification
2
Management strategy
There is a risk of increased severity
ofextreme weather events such as
heatwaves, hurricanes and floods
disrupting our own operations and
supply chains, and those of our
partners and clients.
Risk driver: Physical risk (acute)
Geography and timeframe:
UK
Our assessment found that flood risk at
two of our UK locations is our only
material inherent physical climate risk.
Under a<2°C scenario the impacts are
not expected to change materially
compared to today’s level, whereas
under a >4°C scenario the average
impacts are expected to increase by
10% in the long term.
The annualised repair, insurance and
disruption-related costs (whether within
supply chains or the operations of
CFCs) if this flood risk is not managed
inthe short to long term over all
scenarios is £9m – £11m.
Business continuity arrangements:
• Prior to establishing a site, surveys
arecompleted to identify potential
weather-related risks. Appropriate
mitigation plans are established for
thesite, e.g. our UK CFCs in Erith
andBristol have flood risk mitigations
in place.
• Our business continuity management
programme is already embedded
intheUK and at our international
development centres. Plans are in
place to develop business continuity
capability arrangements for
international client sites.
Insurance:
• Our insurance arrangements cover
flood risk at both physical assets and
supply chain disruption liabilities.
A rise in mean average global
temperatures could lead to an increase
in the energy required to cool our
CFCs, which in turn could lead to an
increase in operational costs.
We are committed to only using
renewable electricity; as our demand
for electricity grows and overall
demand for renewable electricity
increases, there is a risk that supply
may not keep pace, leading to rising
costs. There is also a risk that
increased carbon prices cause the
price of non-renewable energy to rise.
Risk driver: Physical risk (chronic),
policy and legal
Geography and timeframe:
UK
We anticipate that our energy
consumption and energy prices
willincrease under both the
OrderlyTransition and Hot House
Worldscenarios.
Associated electricity costs rise
by£8m– £13m in the medium term,
increasing to £17m in the long term.
Energy supply diversification
andefficiency:
• We are beginning to diversify our
supply of energy including the use
ofanaerobic digestion and solar PVs at
our CFCs.
• We are implementing initiatives
toreduce energy usage through
efficiency measures.
Energy price monitoring:
• We have an Electricity Procurement
Risk Management Policy, which
hasbeen approved by the
AuditCommittee.
• We take expert advice on energy price
hedging and other control measures.
1. Extreme weather
2. Energy usage
Geography
UK
UK
Key: Timeframe
Short
Medium Long Global
70 OCADO GROUP PLC Annual Report and Accounts 2024

Risk/Opportunity description Impact with financial quantification Management strategy
The UK government is regulating
Electric Vehicle (“EV”) quotas for sales
of commercial vans from 2025 and
banning sales of diesel vans by 2035
or sooner. Some cities are also
introducing zero emission zones.
There is a risk that the technology
required to transition our fleet to
Zero-Emission Vehicles (“ZEVs”) is not
available or is not economically viable
for us to be able to meet the regulatory
deadlines to move away from fossil
fuel-powered ICEs.
Some of our OSP partners who use our
software to manage their fleet
strategies face similar regulatory
challenges. Failing to support them
risks reduced competitiveness and
limited growth.
Opportunity: By enhancing our
market-leading routing solution and
prioritising ZEV enablement, we can
position ourselves as a key partner in
sustainable last mile delivery. This
would enable our partners to transition
more of their operations to ZEVs,
supporting their net zero transition and
enhancing competitiveness for both
Ocado and our partners.
Risk driver: Policy and legal
Geography and timeframe:
UK
•
ORL owns the capital expenditure
associated with EV roll-out. It currently
has positive EBITDA
Ⓐ
on routes that
areshort enough to complete on
asingle charge.
Inherent limitations of Electric Vehicles
(“EVs”), such as their shorter range and
the timeneeded for charging will
require changes to OSP routing
strategies in geographies (e.g. rural
areas) where route lengths exceed
vehicle range pershift.
We have not yet quantified the
development costs of EV routing
software, but it is not expected to be
material in the current technology
development budget.
Not transitioning our fleet and/or
enabling our partners to do so creates
arisk of reduced competitiveness
where regulatory constraints or
consumer sentiment demand it and,
ifunmitigated, could limit revenue.
Theimpact of this hasnot yet been
quantified. Conversely, successful
transition to ZEVs increases our
competitiveness and offerings to
customers, increasing revenue growth
opportunities. This is built into our
five-year plan revenue forecasts.
Fleet transition plan:
• We have prioritised sites for
electrification on the basis of site
characteristics, route lengths
andavailable EV technology.
• Starting with our London city
operations, we have commenced
aroll-out of EVs in 2024.
Vehicle manufacturer engagement:
• We are working on pilot studies with
multiple vehicle manufacturers on
alternative technologies, including
battery EVs, hydrogen-fuelled vehicles
and other sustainable fuels for ICEs.
Ocado routing technology:
• We are updating our routing software
for all partners to efficiently
incorporate EV charging and optimise
routing strategies.
Failure to deliver on our public net zero
commitments could result in
reputational damage amongst clients,
investors and employees. It could
ultimately lead to regulatory scrutiny
from greenwashing allegations.
Opportunity: There is a potential for
increased partnerships as sustainable
ecommerce solutions become more
desirable for customers, which could
lead to increased revenues.
Risk driver: Reputational,
policyandlegal
Geography and timeframe:
UK
Any impact on stakeholder relationships
could have financial impacts on
revenues and cost of capital.
Greenwashing could result in financial
penalties, legal challenges or fraud
investigations. This impact is expected
to be present under both the Orderly
Transition and Hot House World
scenarios, albeit the magnitude
ofeachimpact may vary.
We have not quantified the potential
legal and reputational cost of not
delivering on our net zero commitments.
Governance:
• Our net zero roadmap was established
during FY23 and progress is reviewed
at least twice a year by the Board
(seepage 51 for our roadmap).
• Our dedicated Sustainability team
assists business owners to identify,
prioritise and recommend actions that
can help us reach our net zero goals as
part of their planning and budgeting.
3. Internal combustion engine (“ICE”) vehicles ban
4. Net zero challenge
71OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Risk assessment period
Risk/Opportunity description Impact with financial quantification Management strategy
There is a risk that incoming carbon
taxation policies on materials, such as
the EU’s Carbon Border Adjustment
Mechanism (“CBAM”), could result in
increased prices or reduced availability
of raw materials.
There is also a risk our solution
becomes less attractive to our existing
and prospective partners if our
products do not keep pace with our
competitors on carbon footprint.
Opportunity: There is an opportunity
tointegrate low-carbon components
into our products and supply chains
(both upstream and downstream)
toenhance efficiency and circularity,
andincrease competitive advantage.
Risk driver: Market, policy and legal
Geography and timeframe:
Although not yet quantified, increased
costs of carbon-intensive materials
could result in an increase in capital
expenditure for construction of Ocado
CFCs, which may deter potential
partners from our solution.
Designing products that require less
carbon-intensive material or reduce
operational energy use could provide
acompetitive advantage, increasing
thedemand for our products,
increasingrevenue and profitability.
Carbon pricing impact is expected to be
larger in the Orderly Transition scenario.
The extent to which any financial impact
will be felt is dependent on the extent to
which we include cost increases within
the cost of our product or pass on costs
to clients.
The impact of increased material costs
isconsidered in the business case
foranynew CFC constructions.
Raw material costs:
We minimise costs through our supply
chain management, procurement policies
and procedures, which incorporate
responsible sourcing and supplier
partnering to reduce the use of carbon-
intensive raw materials in our products
(see page 55).
CBAM:
• We map critical suppliers to material
types to better respond to emerging
regulations which impact certain
materials such as aluminium and steel.
Re:Imagined technology development:
• Development teams continue to
identify re-design opportunities for
Re:Imagined technology that require
less carbon-intensive material.
5. Low-carbon products
TCFD continued
Short-term Long-termMedium-term
Time horizon
This aligns with ourannual budget
planning cycle.
This aligns with our five-year plan
and offersinsight into upcoming
risks andopportunities.
This considers the impact of
climate on our business over the
lifetime of ourCFCs and other
significant assets.
0 – 1 year 1 – 5 years 5 – 25 years
72 OCADO GROUP PLC Annual Report and Accounts 2024

Scenarios used to inform the organisation’s strategy and financial planning
We worked with external expert advisors in FY23 to test the financial sensitivity of our business strategy under different climate
scenarios. Our scenario analysis is reviewed on an annual basis (including the current reporting period). No significant changes
were noted during FY24 and no updates were made to the analysis in the current year.
Our scenario analysis considered an Orderly Transition scenario and a Hot House World scenario for our transition risks. Our
physical climate risks were tested using more severe scenarios of the IPCC’s 6
th
Coupled Model Intercomparison Project (CMIP-
6). These models were selected to ensure we were informed by a breadth of physical and transition risks, and that our strategy is
informed by models which consider a variety of scenarios. Additional information on these scenarios is included in the box below.
Transition risk climate scenarios
• These scenarios are aligned to climate scenarios defined by the Network for Greening the Financial System (“NGFS”)
https://www.ngfs.net/ngfs-scenarios-portal/, the International Energy Agency (“IEA”) Carbon Price Models and the
Intergovernmental Panel on Climate Change Working Group I (“IPCC WGI”) Interactive Atlas.
• Proprietary Ocado operational data is overlaid to reflect the business strategy andtrends.
• Our scenario analysis is performed over a 30-year timeframe, to 2050, aligning tothe Paris Agreement and the UK’s
commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019.
Orderly Transition
Description
• Climate policies are introduced early and gradually
become more stringent.
• Surface temperature is expected tostay below
a2°Cincrease.
Key scenario drivers
• Carbon pricing is introduced in the early 2020s
andgradually increases by2030.
• Significant levels of investment into energy efficiency,
green electricity andstorage, and carbon capture
andstorage are sustained from 2030to 2050.
• Transition risks are expected to grow in proportion
withclimate action.
• Physical impacts are less severe (although not
negligible) in comparison with the Hot House
Worldscenario.
Hot House World
Description
• Some climate policies are implemented, but global
efforts areinsufficient in halting significant
globalwarming.
• Surface temperature is predicted toincrease within
arange of 3°C to 5°C.
Key scenario drivers
• Carbon pricing is introduced in the early 2020s
andanticipated to have negligible changes through
to2050.
• While investment into energy efficiency, green
electricity and storage is still substantial, investment
into fossil fuel extraction and brown electricity
generation is greater than in the Orderly
Transitionscenario.
• Transition risks are initially relatively low as limited
action is taken.
• Physical risks are severe, with irreversible impacts.
Physical risk scenario analysis
The physical risk data sources used for our assessment were anchored to the Intergovernmental Panel of Climate Change
(“IPCC”). This analysis utilised the following climate scenarios based on IPCC’s 6
th
Coupled Model Intercomparison Project
(CMIP-6):
• <2°C SSP 1 – RCP 2.6 2-3°C SSP 2 – RCP 4.5 >4°C SSP 5 – RCP 8.5
Through our risk and scenario analysis we consider our business to be resilient to the risks we have identified.
Thisassessment is supported by the mitigating actions described on pages 70 to 72 and our net zero roadmap onpage 51.
3. Risk Management
a
Describe the organisation’s
processes for identifying and
assessing climate-related risks
b
Describe the organisation’s
processes for managing
climate-related risks
c
Describe how processes for
identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall riskmanagement
The process for identifying, assessing
and managing climate-related risks is
performed at an Ocado Group level and
follows our Enterprise Risk Management
(“ERM”) approach described on pages
76-79. We maintain alignment with ORL,
which manages its risk process
independently, via our governance
structure (see page 69), andwhich
publishes its own climate-related risk
assessment processin its Annual Report.
Identifying and assessing
climate-related risks
Our ERM approach allows for the
continual identification and assessment
of climate-related risks from a “longlist”
ofpotential climate-related drivers.
These are then prioritised according
tothe likelihood, impact and timeframe
over which the risks might materialise.
73OCADO GROUP PLC Annual Report and Accounts 2024
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We also worked with a consultancy firm
towards the end of 2023 to help us
better identify physical risks related to
climate. The risk assessment modelled
the exposure of 25 key sites (across the
UK and globally) to physical climate
risksover multiple climate scenarios.
Theimpact of extreme weather on the
Group was quantified to assist in
determining which weather events
werematerial risks.
Our physical risk assessment looked
ateight different climate hazards,
andfinancially quantified the four most
material events. These were selected
onthe basis that they could pose the
greatest financial and operational risk
toOcado and the likelihood of each
event occurring. Thehazards quantified
were flood, wind,wildfire and heat.
We have not identified any new climate
risks during 2024, but we have removed
one risk (climate-related disclosures),
because it has diminished considerably,
and combined two risks that were
previously reported separately as they
were influenced by the same driver
(carbon pricing).
Ongoing management
ofclimate-related risks
Identified risks are assigned to senior
owners in line with our ERM practice.
Risk management decisions are taken by
the management groups previously
outlined on pages 68-69, with oversight
provided by the Sustainability
Committee. Strategic climate risk
mitigation decisions are taken by the
Sustainability Committee and are
regularly reviewed to ensure they remain
relevant and on track.
The Risk Committee reviews the
management of all principal and key
risksat least once a year. This is part
ofour risk review process and includes
decisions to mitigate, transfer, accept
orcontrol risks.
Our climate-related risks and
opportunities were reviewed again in
2024, with no material changes being
identified. The Audit Committee
reviewed and approved TCFD updates
aspart of the November 2024 meeting.
4. Metrics and Targets
a
Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
inlinewith its strategy andrisk
management process
b
Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 GHG
emissions, and the relatedrisks
c
Describe the targets used by the
organisation to manage climate-
related risks and opportunities
andperformance againsttargets
The following section summarises
themetrics we use to manage
climate-related risks and to realise the
climate-related opportunities described
on pages 70-72. These metrics are
associated with a specific risk and
opportunity, and ensure that any
progress made towards mitigating a
riskor capitalising on an opportunity
iscaptured.
Net zero targets
As part of our sustainability framework
and approach to managing climate-
related risks and opportunities, we have
set net zero, and interim 2030, targets.
Further details on our targets, roadmap,
and progress can be found on pages
51-52.
Risk/opportunity Metric Progress Explanation
Extreme
weather
Material disruptions due
toextreme weather
events (#)
FY23: 0
FY24: 0
No material disruptions were noted this year.
Energy usage CFC electricity intensity
(kWh/100 eaches)
FY23: 8.3
FY24: 6.8
An “each” is a single stock item that can be picked.
Reduced electricity consumption from the Hatfield
CFC closure, combined with improved electricity
efficiency and a rise in overall fulfilled orders and
eaches in FY24, has resulted in a lower intensity.
ICE ban Van fleet utilising zero
emissions technology (%)
FY23: 1.2%
FY24: 5%
We have increased the number of ZEVs within our
fleet this year as part of our ongoing net zero
roadmap and response to the upcoming ICE ban.
Net zero
challenge
Scope1,2, and 3 GHG
emissions (tCO
2
e)
1
FY23: 304,065
FY24: 266,909
Our Scope 1 and 2 (market-based) GHG emissions
have increased by 11% in FY24. This was primarily
due to an increase in van fleet fuel consumption
(due to increased order numbers) increasing Scope
1 emissions. Scope 3 emissions have decreased by
23% primarily due to reduced procurement spend,
more of which can be read about on page 50.
Low-carbon
products
% of spend with suppliers
that have emission
reduction targets
FY23: Not measured
FY24: 24%
This is the first year that we have assessed our
product manufacturing supply chain for
environmental criteria.
Cost of carbon taxation
on raw materials
FY23: £0
FY24: £0
EU CBAM is a new regulation and we have not yet
needed to pay this carbon tax on any of our
imports or exports.
1. Market-based Scope 2 emissions have been used to calculate our total Scope 1, 2 and 3 emissions.
TCFD continued
74 OCADO GROUP PLC Annual Report and Accounts 2024

GHG emissions inventory (SECR reporting)1
Metrics marked with a △ are subject to independent limited assurance by ERM CVS in accordance with ISAE 3000 (Revised) and
ISAE 3410 for Greenhouse Gas emissions. See page 245 for the full assurance report.
Unit
Ocado Group
2
Ocado Retail Limited
3
FY24 FY23 Change FY24 FY23 Change
Scope 1 – Direct emissions
tCO
2
e
103,957
△
93,293 10,664 127 120 7
of which UK 102,962 93,267 9,695 127 120 7
Scope 2 – Indirect emissions
tCO
2
e
Location-based 21,750
△
21,145 605 252 246 6
of which UK 21,011 20,577 434 252 246 6
Market-based 895
△
887 8 – – –
of which UK 97 179 (82) – – –
Total Scope 1 & Scope 2 emissions
(Location-based)
tCO
2
e
125,707 114,438 11,269 379 366 13
of which UK 123,973 113,844 10,129 379 366 13
Total Scope 1 & Scope 2 emissions
(Market-based)
tCO
2
e
104,852 94,180 10,672 – – –
of which UK 103,059 93,446 9,613 – – –
Energy consumption associated
withScope1&Scope 2 emissions
MWh
529,008 496,956 32,052 1,910 1,922 (12)
of which UK 522,057 494,982 27,075 1,910 1,922 (12)
Scope 1 & Scope 2 emissions intensitymeasure
tCO
2
e/
100,000
orders
Location-based 429
△
422 7 1.7 1.8 (0.1)
Market-based 358
△
348 10 – – –
Energy intensity
MWh/
100,000
orders 1,805 1,839 (34) – – –
Carbon offsets/credits retired tCO
2
e – – – – – –
Scope 3 GHG emissions by Category4
,
5
3.1 Purchase Goods & Services
tCO
2
e
27,794 34,6356 (6,841) NQ NQ –
3.2 Capital Good 35,242 73,9836 (38,741) NQ NQ –
3.3 Fuel and Energy-Related Activities 30,996 29,072 1,924 NQ NQ –
3.4 Upstream Transport 4,341 10,824 (6,483) NQ NQ –
3.5 Waste in Operations 322 1,161 (839) NQ NQ –
3.6 Business Travel 10,372 11,202 (830) 29 19 10
3.7 Employee Commuting 29,500 28,7346 766 NQ NQ –
3.13 Downstream Leased Assets 19,463 15,752 3,711 NQ NQ –
3.15 Investments 4,027 4,522 (495) NQ NQ –
Total Scope 3 GHG emissions 162,057 209,885 (47,828) 29 19 10
1. Uses World Business Council for Sustainable Development/World Resources Institute Greenhouse Gas Protocol: A Corporate Accounting Standard revised edition methodology
with an operation control approach. Refer to page 243 for more information relating to the methodology and conversion factors used.
2. Ocado has selected the operational control approach to define our reporting boundary, meaning that GHG emissions relating to ORL controlled activities are excluded from the
Group footprint. However, as a large unquoted company, ORL falls under the SECR reporting requirements and, therefore, has been included as a separate column in this table.
3. Following the operational control approach adopted to define our reporting boundary, the GHG emissions for Ocado Retail are exclusive of the GHG emissions for Ocado Group
and have been disclosed for SECR reporting purposes.
4. Category 8 (Upstream Leased Assets), 9 (Downstream Transportation and Distribution), 10 (Processing of Sold Products), 11 (Use of Sold Products), 12 (End of Life Treatment of
Sold Products) and 14 (Franchises) are not relevant to Ocado Group as we do not have operations that relate to these categories.
5. Data points marked with “NQ” have not been quantified.
6. Restated. See page 243 for further information.
Internal carbon price
Ocado acknowledges the impact that existing and proposed carbon taxation and trade tariffs can have on the world and our
business. This impact is evident in our net zero challenge, low-carbon products and energy usage risks. Although we have not yet
set an internal carbon price, we continue to monitor the impact of carbon regulations (such as CBAM) on our business and will
continue to assess whether an internal carbon price is required.
75OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

1
2
3
4
Set
strategy1
2
Review
risks
E
valuate
risks
4
Implement
mitigation3
Risk Management
How we manage our risks
1
2
3
4
Process
Our risk management framework adopts an end-to-end four-stage process.
Evaluation and mitigation of our risks are owned by the business.
Set strategy: Our strategy informs the setting of objectives across
thebusiness as described on page 14. The Board and Executive
Committee members evaluate the principalrisks and associated
riskappetite for theGroup.
Evaluate risks: Segment directors and second line teams identify and
evaluaterisks significant to each oftheir areas. Identified risks are
assessed (considering likelihood andimpact) and challenged on thebasis
ofreasonable worst casescenarios. Risks are recorded in operational
registers. Those considered significant to the Group are escalated to the
enterprise register (key risks), which informs our principal risk assessment.
Implement mitigation: Takingaccount of risk appetite, management
determines how riskswill be managed. Mitigation information is added
totheoperational and key risk registers asappropriate to determine
residualexposure.
Review risks: The Risk team in conjunction with the RiskCommittee
oversees the risk management process. Group-wide risks and mitigation
processes are regularly reviewed by the Risk Committee and Audit
Committee.
This was the process for identifying, evaluating and managing the principal risks faced by Ocado
that operated during the period and up to the date ofthis Annual Report. Such a system can only
provide reasonable, and not absolute, assurance, as it is designed to manage rather than
eliminate the risk of failure toachieve businessobjectives.
Ocado Group’s Enterprise Risk
Management (“ERM”) approach
is designed to enhance
our resilience and improve
confidence in the delivery of our
business strategy and objectives.
This is underpinned by an ERM process
and internal control framework that help
ustoidentify, evaluate and manage
ourthreats and opportunities.
Risk management
principles and culture
During the year, we continued the
evolution of our risk management
approach to improve governance
andoperations, and enhance our
stakeholdervalue.
Risk Management
Senior Management
Audit Committee
Information
Security
Financial
Controls
Data Protection
Team
Governance
Committees
Local
Operations
1
st
Line of
Defence:
Management
controls run by the
business
2
nd
Line of
Defence:
Support and
monitoring
functions acting
as ‘Custodians’
3
rd
Line of
Defence:
Internal
independent
assurance
4
th
Line of
Defence:
External
independent
assurance
Group
Operations
External Audit
External
Assurance
Regulators
Internal Audit
76 OCADO GROUP PLC Annual Report and Accounts 2024

Risk management
governance
Risk management delivery is governed
by a structured set of committees:
• The Board is responsible for the review
and approval of the risk management
framework and the Group’s strategic
and emerging risks. Our risk
management is aligned to our strategy,
and each principal risk and uncertainty
is considered in the context of how it
relates to the achievement of the
Group’s strategic objectives. Annually,
the Board conducts a robust
assessment of principal and emerging
risks and reviews the associated risk
appetite.
• The Audit Committee, delegated
bythe Board, is responsible for the
review of the effectiveness of risk
management, the system of internal
control, the monitoring of the
qualityofFinancial Statements
andconsideration of any findings
reported by the auditor.
• The Risk Committee reviews principal
and emerging risks, monitors
effectiveness of risk management
across the Group. This is chaired by
Group General Counsel and Company
Secretary. Attendees include other
members of senior management and
the Chairof the Audit Committee, and
itis run by the Risk team. The
Committee reviews a full risk report
twice a year and this is, in turn,
discussed by the Audit Committee
andthe Board.
• This is underpinned by specialist risk
committees and second-line teams
covering risk areas such as Information
Security, Safety, Sustainability and
Data Privacy. In addition, the Treasury
Committee manages Ocado Group’s
cash and deposits, investments,
hedging of foreign exchange,
commodity prices and interest rates,
soas to ensure liquidity and minimise
financial risk.
Internal Audit supports the Audit
Committee and Risk Committee in
reviewing the effectiveness of the risk
management framework and the
management of individual risks driven
bya risk-based audit plan.
We have a Risk Management Policy
whichcovers the management of risks,
encompassing sustainability matters.
This has the purpose of protecting
andenhancing enterprise value.
TheCompany has a number of
otherpolicies which cover specific
sustainability topics.
Youcanfindfurtherdetailonthese
policiesonpage89
Strengtheningour
framework
Thekey features of the Group’s risk
management and internal control
systems that underpin the accuracy and
reliability of financial reporting include:
• a four lines of assurance model andan
organisational structure with clearly
defined lines of accountability and
delegation of authority;
• the Group’s Code of Conduct and a
framework of policies and procedures
that cover key areas, financial planning
and reporting;
• a capital expenditure approval policy
and governance that controls
Ocado’scapital expenditure;
• a Risk Committee, a Risk team and
aFinancial Controls team which help
monitor Ocado’s risks and controls;
• an Information Security Committee
and an Information Security team,
which monitors Ocado’s information
security risks and mitigations;
• a Personal Data Committee and Data
Protection team, which supports data
privacy governance; and
• an Internal Audit function that provides
independent assurance on key risks,
controls and programmes.
A cross-functional team has been
formed to focus on preparations for
theUK Corporate Governance Code
changes, providing additional visibility
toour material controls across
financial,reporting, compliance,
andoperational areas.
The Board delegates responsibility for
reviewing the effectiveness of the
Group’s systems of risk management and
internal control to the Audit Committee,
which includes financial, operational
andcompliance controls and risk
management systems.
In making an assessment on
effectiveness, the Audit Committee
relies on a number of sources of
assurance from the Group, including
thefollowing:
• Internal Audit: The Group’s primary
source of internal assurance is through
delivery of the Internal Audit Plan,
which is structured to align with the
Group’s strategic priorities and
principal risks, and is developed by
Internal Audit with input from
management and the Audit
Committee. The plan is reviewed
periodically throughout the year to
confirm it remains relevant for new and
emerging risks and circumstances,
both internal and external, and to
adjust for the growing complexity of
the Group. The findings and actions
from Internal Audit reviews are agreed
with the relevant business area,
communicated to the Audit Committee
and tracked through to completion or
risk acceptance.
• Management updates and risk deep
dives: The Audit Committee Chair
gains additional insight on the
management of risk in Ocado, by
attending the Group’s regular Risk
Committee meetings. The Risk
Committee, receives reports from the
business on a range of risk topics, and
discusses principal risks and risk
appetite. As part of the Risk
Committee’s annual calendar, it
receives updates on various risk areas
including finance risks, business
continuity, finance transformation,
compliance, whistleblowing and fraud.
• Monitoring: A broad range of activities
operate across the business to monitor
key risk areas, such as fire, health and
safety, and privacy. OSP is subject to
independent attestation of its IT
security controls under the SOC2
assurance standard. The results of
these assurance activities are reported
to the Audit Committee andthe Board.
• Operationaloversight:Various
governance committees and
operational forums provide oversight
and challenge on key risk areas within
individual business areas including fire,
health and safety, DE&I, sustainability,
cyber, fraud, whistleblowing,
compliance, technology, AI, data
governance andother areas
ofregulation or risk. The output from
these committees is part of the
periodicupdates provided to the
AuditCommittee.
Detailsoftheconsiderationsgiven
bytheAuditCommitteethisyearto
internal control and risk
managementeffectivenessisset
outonpages114-123
77OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Principal and emerging risks
Principal risks are considered in the
context of how they relate to the
achievement of the Group’s strategic
objectives. Emerging risks are less
defined than our Group principal risks
and typically do not pose an immediate
threat. They are future focused, with
greater uncertainty and are more difficult
to quantify; however, they could threaten
the future delivery of our strategy.
Setout on the pages below are details
ofthe principal risks and uncertainties
for the Group, and the key mitigating
activities used to address them.
Thisincludes an assessment of the
residual (or post-mitigation) risk
movement during the year for each
principal risk and uncertainty.
Detailsofconsiderationgivento
financerisksbytheCompanyon
pages86-88
Detailsofconsiderationgivento
climate-relatedrisksbythe
Companyonpages68-75
We identify new and emerging risks and
trends by analysing inputs from both the
external environment and internal
sources. We collaborate with the relevant
teams across the business to understand
the potential impacts of the identified
emerging risks. In some cases, there may
be insufficient information to determine
the scale of these risks.
Emerging risks are presented to the Risk
Committee for further scrutiny. Based
ontheir recommendations, we decide
whether to monitor or manage the
reported risks, which are subsequently
escalated to the Audit Committee and
Board. This process enables us to
determine when an emerging risk
shouldtransition to an active risk and be
incorporated into the appropriate level
ofthe risk management framework.
The 2023 annual report highlighted the
AI emerging risk for the Group.
Recently, we introduced a dedicated AI
risk register and governance framework
to address the unique challenges posed
by AI, particularly Generative AI. While
these measures enhance our risk
management capabilities, we will
maintain a vigilantapproach to
monitoring AIdevelopments,ensuring
that we effectively identify potential risks
andexploit emerging opportunities.
Asnoted below, we have updated
someprincipal risks for the Group
toreflect the AI emerging risk
whereappropriate.
Tariffrelatedrisks
In February 2025, the United States
government announced a 25% tariff on
imports from Mexico and Canada,
originally set to take effect on 4 February
but delayed by 30 days for negotiations.
The tariffs are now scheduled for
4 March, unless a settlement is reached.
Tariffs on US exports to Canada and
Mexico may also come into effect.
Additionally, a 10% tariff on all goods
from China took effect on 4 February,
with no indication of a pause or
exemption.
On 10 February 2025, the government
also announced a 25% tariff on all steel
and aluminium imports from all countries,
set to take effect on 12 March. These
tariffs, alongside potential retaliatory
measures, impact Ocado Group’s supply
chain, logistics, and cost base.
While the immediate financial exposure
is not expected to be material to the
Group, ongoing developments could lead
to supply chain disruptions, extended
lead times, and increased costs. Ocado’s
most significant risk relates to cross-
border supply chains, particularly for
certain material handling equipment
products flowing between Mexico, USA
and Canada. Additionally, some of our
international suppliers have
manufacturing operations in China,
which could further impact our costs and
logistics planning if such goods are
imported into the USA.
Ongoing negotiations, and broader
macroeconomic uncertainties, add
further complexity to the risk landscape.
While Ocado actively monitors these
developments (see the “Geopolitical &
Macroeconomic” principal risk), the
evolving nature of tariff policies means
there remains a high degree of
unpredictability in potential future costs
or disruptions.
To reduce exposure to tariff-related cost
increases or disruptions, Ocado is
actively assessing the broader impact on
our supply chain, engaging with key
suppliers, and evaluating mitigation
strategies, including alternative sourcing
strategies and cost recovery options.
Ocado is also monitoring potential
exemptions, policy adjustments, and
long-term supply chain implications to
safeguard business continuity and
operational resilience.
Risk Management continued
78 OCADO GROUP PLC Annual Report and Accounts 2024

Setting risk appetite
Risk appetite is the level of risk that we
are willing to accept in pursuit of our
strategy, before any action is determined
to be necessary in order to reduce that
risk. The assessment takes into account
significant sustainability matters,
climate-related risks, our regulatory
environment, culture and the
geographies in which we operate.
We monitor our risk levels against
appetite at the Board and Risk
Committee using a five-point scale
ranging from “open” (meaning that we
are willing to take justified risks to
achieve highest return and accept
possibility of failure) to “averse”
(meaning that avoidance of risk is a core
objective, and we will always select the
lowest risk option). For example, a lower
appetite is adopted in relation to
regulatory, safety and compliance risk
matters, and higher appetite in relation
toinnovation topics.
Ocado Retail
Ocado Retail governs the management
of risks and opportunities independently
from the Ocado Group risk governance
structure. To maintain alignment, we
consider risk in relation to our activities
and investment in Ocado Retail
supported by half-yearly meetings.
Ocado Group’s Audit Committee and Risk
Committee formally review the Ocado
Retail principal and key risks as part of
their half-year and full-year risk reviews.
Some of their risks are as follows:
• Failure to maintain a retail proposition
that appeals to a broad customer base;
• Reliance on the joint venture
partnersto support the operation
ofitsbusiness; and
• Climate change and
environmentalresponsibility.
Otherjointventures
andassociates
The Board has oversight of risk
management and internal control for
wholly-owned subsidiaries. For joint
ventures and investments, risk
management and internal control are
managed via their own boards and
management teams.
Changestoourprincipal
risksduringtheyear
This year, we expanded our principal
risks from 10 to 11. A comprehensive
review was undertaken, including an
assessment of key control activities,
alignment with risk appetite and
identification of future mitigating actions.
This review led to the following changes
in our principal risks:
• The previously reported Climate,
environment & geopolitical risk has
evolved into Climate & environment,
with the geopolitical component now
being recognised asastandalone
principal risk.
• We have introduced Geopolitical &
macroeconomics as a standalone risk,
reflecting the ongoing rise in global
conflicts and shifts in monetary and
fiscal policies.
• Risk descriptions for Cybersecurity
&data and Product innovation,
protection & performance have been
updated to reflect AI considerations.
You can learn more about our work
onAI in the case study.
• The risk description for the Talent &
Capability principal risk has been
expanded in recognition of the
significant organisational change that
is expected in the coming months as
the organisation shifts its strategic
priorities to supporting partners to
realise the operational efficiencies of
OSP.
• Our Supply chain risk has decreased
due to improved supplier management
and oversight, including enhanced
contract management, stronger
supplier relationships through
quarterly business reviews,
development and monitoring of KPIs
and enhanced procurement capability
through training and recruitment.
CaseStudy
ArtificialIntelligence
This year, we transitioned AI from
our emerging risks register to a
dedicated AI risk register, which is
now actively monitored by our AI
Governance Group. Incollaboration
with subject matter experts,
weidentified, consulted on and
finalised a comprehensive set of
AI-related risks. These were
presented to the Risk Committee
during a focused deep-dive
discussion that included insights
from our internal AI experts within
the Data Science team.
Additionally, the Risk team
engaged with external risk
networks and counterparts which
have similarly transitioned AI risks
from their emerging risk registers.
Through these collaborations, we
exchanged approaches, insights
and key learnings from case
studies. As we continue to leverage
AI’s potential, we are evolving our
risk governance processes and
utilising AI technologies to enhance
data analysis, streamline reporting
and improve risk identification.
Readmoreonpage59
79OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

What is the risk?
Our OSP and OIA product offer, features, implementation schedule,
pricing or terms may not be sufficiently attractive to potential
partners or may not be commercially attractive tothem at a level that
delivers adequate and sustainable returns for us.
Key risks
• Commercial viability both for us and our partners
• Our pricing is not competitive
• The functionality of our products is not sufficientlyattractive
• We fail to market our products professionally
• Competitive environment
Risk owner
John Martin, Mark Richardson
Movement
Link to strategy
Sustainability framework
How we manage this risk
• Our regional and commercial teams undertake quarterly pricing
reviews, review market pricing and seek price disclosure from
prospective partners to ensure that we remain competitive.
• We analyse prospective partner profitability to ensure that our
products can deliver benefits to both ourselves and our partners.
Ocado is in the position of running a large-scale operation of our
own using the same products that we are selling to our clients,
which provides us with a unique and valuable perspective of the
value that our products bring.
• We constantly develop our products to reduce their costs
inorderto maximise market appeal and commercial viability.
• We review the features and functionality that our solutions
provide, and discuss this with potential clients and partners
tounderstand how well our solutions fulfil their needs and
determine whether it is appropriate to develop specific
featuresthat our prospective partners require.
• We invest substantially in product teams to develop our
technology roadmaps to ensure that our products are
asrelevantas possible and cost effective to our current
andprospective partners.
• We invest significant sums in the development of our products
toensure that they remain leading-edge.
• We assess the potential for new business in each of our three
international regions.
• In 2023, we launched OIA to deploy our product to a new
marketsegment.
• Our Board approves all material new deals.
What is the risk?
We invest in robots and MHE alongside our partners in the CFCs that
we develop for them and we rely on the growth of our partners’
online businesses to generate appropriate economic returns from
this investment. If our partners do not achieve sustainable returns
from their investment then they may not expand their utilisation of
the capacity that we have jointly invested in, in which case, we may
fail to generate our planned returns. It is also possible that if
ourpartners are unable to generate acceptable returns themselves,
they may close existing CFC facilities.
Key risks
• Partners may be unable to generate sufficient demand to fill the
capacity of the CFCs in which they have invested
• Partners may be unable to operate their online grocery businesses
efficiently enough to generate the planned returns, including the
ability to generate density in last mileoperations
• The strategies that our partners adopt may compromise their
ability to generate viable ecommerce businesses
Risk owner
John Martin
Movement
Link to strategy
Sustainability framework
How we manage this risk
• We have established and expanded our Partner Success teams
with the sole aim of supporting our partners in the profitable
growth of their online businesses. The Partner Success teams
include specialists in ecommerce, marketing, retail media,
retention, operations, last mile and solutions.
• We review and benchmark partner performance at least
monthlyto identify areas for improvement, which we discuss
withour partners.
• We review our technology roadmap with our partners to identify
specific, relevant features that we can develop to support their
growth and profitability.
• We develop training and development materials and best-practice
information which we share with our partners.
• We have dedicated account management and development teams
to support professional account management and partner
success. These teams are encouraged to locate either on or close
to partner sites.
• Joint partner and Partner Success programmes are in place, with
projects targeting resources on specific areas such as last mile,
CFC fulfilment, store fulfilment, ecommerce optimisation
andothers.
• Regular engagement with regions and individual partners to
jointlyreview success, backed up by a framework of other
regularmeetings.
• Governance is provided by the Risk Committee.
Partner success
OSP
Market proposition
OSP & OIA
Risk Management continued
80 OCADO GROUP PLC Annual Report and Accounts 2024

What is the risk?
Our innovation and development processes, and use of AI may not
meet partner needs or we may fail to provide protected, reliable
andcommercially viable products. This could undermine our ability
to attract and retain partners.
Key risks
• Product strategy and roadmap
• Disruptive technologies are not adopted and invested in early
enough, e.g. AI
• IP infringement and lack of protection
• Insufficiently sustainable design
• Insufficient product quality and performance
Risk owner
James Matthews, Neill Abrams
Movement
Link to strategy
Sustainability framework
How we manage this risk
• The Technology Solutions Committee and Risk Committee provide
overarching governance.
• Our technology development teams undertake biannual product
governance across OSP product areas where allocation ofR&D
investment is discussed and planned development outcomes are
presented to the Executive Committee for oversightand approval.
• Our product teams continually monitor the market, while we
actively participate in funded research with academic institutions,
and we are currently involved in three parallel Horizon projects
where Ocado Technology is funded to undertake state-of-the-art-
research.
• Software delivery lifecycle provides tools and processes for
thereliable development, testing and deployment of software.
• IP framework to protect our inventions, supported by Non-
Disclosure Agreements with all third parties.
• Our specialist patent attorneys work with product developer
teams to ensure we protect not just the systems we build but
alsothe other ideas and concepts that are generated during
theinnovation and development lifecycle.
• Innovation development lifecycle including: ideation sessions
withIP; mergers and acquisitions strategy; integration of AI into
our systems; and partner conferences to demonstrate our latest
technology innovations.
• Our “Build Right, Run Right” initiative embeds product
industrialisation within the development lifecycle for our hardware
products to meet the needs of our client base.
• Confidential information and trade secret protection, supported
by IT policies to prevent data and information leakage.
What is the risk?
Disruption in our extended and complex supply chain may adversely
affect product availability and responsible sourcing. This could result
in increased costs and fines, delays to contractual commitments and
loss of revenue.
Key risks
• Contract performance
• Regulation and responsible sourcing
• Critical components supplier fails
• Supplier decides Ocado business is not attractive
• High volume of product engineering changes
Risk owner
James Matthews
Movement
Link to strategy
Sustainability framework
How we manage this risk
• Governance is provided by the Risk Committee.
• The Sales and Operations Planning (“S&OP”) process is
embedded and helps align supply and demand.
• Supplier Relationship Management framework is in place
forthehigher-tier suppliers, supported by regular supplier
reviewmeetings.
• Supplier performance indicators monitor the effectiveness of the
suppliers, with standardised action plans in place where indicators
deviate from performance standards.
• A responsible sourcing framework is in place to ensure that our
ethical standards are supported with the supply chain, and is
reinforced through the Supplier Code of Conduct and the Supplier
Performance Indicators.
• Governance is provided by the S&OP executive review meetings.
• Supplier assessments, due diligence and site audits are
undertaken during the product development process.
• We are deploying materials resource planning across new
categories, which helps manage the areas of higher global
supplychain volatility.
• The Responsible Sourcing Working Group monitors multiple
workstreams and reports to the Sustainability Committee.
• Combining the above capability, we are now better able to review
our supply chain suitability, developing deeper strategic
relationships and systematically aligning scale of supply with
demand to maintain confidence in our delivery. In addition, our
enhancements in our people capability, systems, data and root
cause analysis allow us to provide greater insight to the business
to underpin strategic decision-making.
Product innovation,
protection&performance
OSP & OIA
Supply chain
Risk movement key:
Decreasing No change Increasing
Link to strategy key:
1. Grow our revenue
2. Optimise OSP economics
3. Deliver transformational technology
4. Drive success for our partners
5. Embed a responsible
businessapproach
1
5
24
3
Conduct
Climate
Circularity
Community
Sustainability framework key:
Our Sustainability Report: pages 48-67
81OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

What is the risk?
Failure to retain, develop and engage critical talent during periods of
significant change, which could jeopardise operational stability and
growth ambitions is a risk for the Group. Ensuring employees
understand and align with the Company’s changing strategic
priorities is vital to successful organisational transformation.
Additionally, fostering diversity – particularly diversity of thought and
cultural diversity – is important for driving innovation and achieving
the next phase of strategic execution for the Group. Without a strong
emphasis on executing plans effectively and cultivating a high-
performance culture, the organisation risks falling short of its
objectives.
Key risks
• Retention and rewards
• Attraction
• Training and development
• Diversity and inclusion
• Succession planning
• Culture and wellbeing (employee engagement and relations)
• Organisational structure and change
Risk owner
Claire Ainscough
Movement
Link to strategy
Sustainability framework
How we manage this risk
• We monitor Technology Solutions values and measured these
inour regular employee survey.
• We also have very transparent communication processes (e.g. open
Q&A tools and Slack) and we prioritise our goals process to ensure
it is highly aligned between our commercial and technical teams.
• We continue to work with our employees to create lifestyle
policies to support our culture and launched Fertility and
Menopause community groups.
• Governance is provided by the Risk Committee and
PeopleCommittee.
• We conduct periodic reviews of remuneration and incentive plans
to align with market trends and internal and external fairness.
• The Employee Net Promoter Score (“eNPS”), is monitored through
regular engagement surveys, with action frameworks in place
across all business units to act on the insight given.
• We continue to undertake employee surveys to analyse opinions
and engagement levels.
• We use a talent and performance framework to help us
differentiate, develop and deploy the talent we have, supporting
future business growth and high performance.
• Diversity Policies are in place, supported by diversity metrics
andindicators.
• We deliver DE&I and wellbeing learning programmes to build
awareness of unconscious bias and how to create an inclusive
culture, with practical tools, guidance and resources.
What is the risk?
Disruption or loss of critical assets and sensitive information as a
result of a cyber attack, insider threat, a data breach orthe misuse
ofAI (both malicious and accidental) withinourGroup network or
oursupply chain could result inbusiness disruption, reputational
damage and regulatory impacts for both Ocado and our partners.
Key risks
• Deliberate destruction of systems
• Confidential information leakage and/or inappropriate use
• Third-party compromise
• Infrastructure outage
• Confidential information leakage
Risk owner
James Matthews
Movement
Link to strategy
Sustainability framework
How we manage this risk
• Our security strategy defines priorities and is agreed with the
Ocado Board.
• Regular governance and oversight of our security programme
isprovided by the Information Security Committee.
• Our Information Security function is led by our Chief Information
Security Officer who is responsible for the management of our
security strategy, the security programme and security risks.
• Our dedicated Security Operations team, supported by
a24/7specialist security partner, detects and responds
tosecurityincidents.
• We regularly test our cyber incident response plan, including
annual cyber simulations for the Executive Committee.
• We have developed secure build standards for our core IT assets.
• Security patching is in place for our core IT assets and
ismeasured each month.
• Regular penetration testing is carried out for the Ocado Platform.
• Our zero trust solution provides employees with secure access
toOcado’s systems.
• Representation from the Intellectual Property team
atrelevantcommittees.
• Each year, the security controls environment for the Ocado
Platform is externally audited as part of our SOC2 certification.
• The Ocado Platform is PCI compliant and is externally audited
every year. No payment card data is processed directly by the
Ocado Platform.
• Cyber insurance is in place to reduce the cost impact of a major
cyber incident.
• Immutable back-ups have been set up to help protect the Ocado
Platform from deliberate destruction.
• Our Data Protection Officer oversees the Group’s privacy
compliance programme.
Talent & capability Cybersecurity & data
Risk Management continued
82 OCADO GROUP PLC Annual Report and Accounts 2024

What is the risk?
Fire, or injury to a worker or customer, caused by product design
oroperating failures could result in business disruption, loss of
assets and reputational loss.
Key risks
• Fire safety
• Product safety
• Food safety
• People safety (construction, operation and logistics)
Risk owner
James Matthews
Movement
Link to strategy
Sustainability framework
How we manage this risk
• The Global Health, Safety & Environment Committee provides
strategic oversight, while the Fire Safety Governance Committee
ensures compliance with fire safety standards.
• Our technical experts monitor compliance with food, product,
occupational health, fire and construction safety regulations.
• We track regulatory changes and leverage third-party expertise
tostay ahead of emerging requirements.
• Internal inspections are conducted, with externalfirerisk
assessments carried out by an independent UKAS-accredited
body.
• A structured risk-based audit schedule is in place, aligned with the
BRC standard, to ensure food safety compliance.
• In 2024, five of our Technology Development Centres achieved
ISO 45001 certification for occupational health and safety.
• Implementation of fire-retardant metal totes in UK CFCs
tomitigate fire risks in high-density storage areas.
• Our premises undergo independent annual risk engineering
assessments conducted by our insurer.
• Four open days were conducted at our CFCs with our Primary
Authority for fire, our insurers and the London Fire Brigade to
share best practices on fire risk management.
• A multilingual online HSFE training programme isindevelopment
for all employees, with roll-out plannedfor2025.
• Emergency response plans were stress-tested at our Erith CFC
with a third-party consultant, with plans for expansion across
other sites.
What is the risk?
Failure to comply with local and international regulations could lead
to loss of trust, penalties, reputational damage and undermine our
ability to operate.
Key risks
• Statutory compliance across jurisdictions of operation
• Regulatory Compliance
• New geographies
• Emerging regulations
• Governance
Risk owner
Neill Abrams
Movement
Link to strategy
Sustainability framework
How we manage this risk
• Governance is provided by the Risk Committee.
• The cross-departmental Regulatory Expert Group (“REG”) was
established during the year, which provides oversight on related
risks and mitigations.
• The business tracks global regulatory changes, leveraging
third-party advice as needed to inform our actions and respond to
new requirements. The Regulatory & Compliance team undertook
a significant project this year to refine its ways of working in terms
of regulatory horizon scanning / tracking and dissemination of
information at both REG and Audit Committee meetings,
enhancing visibility and understanding of upcoming legislation
across the Group.
• Various teams with subject specific expertise conduct extensive
research and engage specialist advice to understand local market
regulatory issues when exploring new territories and new partners
to ensure we understand and fully cost the potential risks.
• We have deployed and continue to develop a compliance
framework of policies and procedures underpinned by employee
training, guidance and tailored awareness campaigns, refreshing
policies where needed to reflect evolving standards, including
updating our Human Rights and Whistleblowing Policies and
launching a Sanctions and Export Control Policy during the year,
and launching refreshed Ocado Code training.
• Work is underway to assess the requirements of a number of
emerging regulations, including the EU AI Act, where work is
underway to create a compliance framework to align to the
Act’srequirements.
• We conduct periodic risk assessments on core compliance
topicsto ensure that we identify and close gaps arising from
organisational change and evolving standards. This year
werefreshed our fraud risk assessment to account for new
legislation on this topic.
Fire & safety Regulatory & compliance
Risk movement key:
Decreasing No change Increasing
Link to strategy key:
1. Grow our revenue
2. Optimise OSP economics
3. Deliver transformational technology
4. Drive success for our partners
5. Embed a responsible
businessapproach
1
5
24
3
Conduct
Climate
Circularity
Community
Sustainability framework key:
Our Sustainability Report: pages 48-67
83OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

What is the risk?
Transition and physical risks from changes in the climate and
environment could disrupt our operations, supply chains and
thedemand for our products, increase costs and threaten
ourreputation.
Key risks
• Extreme weather
• Energy usage
• ICE vehicle ban
• Net zero challenge
• Low-carbon products
• Waste management
• Microplastic pollution
• Vehicle air pollution
• Biodiversity
• For further information please see our TCFD report , pages 68-75
Risk owner
Neill Abrams
Movement
Link to strategy
Sustainability framework
How we manage this risk
• Leadership oversight of climate- and environmental-related risks
and opportunities is provided through the Board and the Audit and
Sustainability Committees. Our net zero roadmap was established
during 2023 and progress is reviewed twice a year by the Board.
• Flood mitigation measures are taken when installing equipment
atUK CFCs in flood risk zones.
• BCP plans are in place for UK sites and international development
centres, including activities to address the impact of extreme
weather events.
• We have an Electricity Procurement Risk Management Policy
whichis approved by the Audit Committee.
• We are beginning to diversify our energy supply through
anaerobic digestion and solar PV at our CFCs and continue
toreduce energy use through efficiency measures.
• We have a costed fleet transition plan aligned with our GHG
emissions reduction targets that prioritises sites for vehicle
electrification based on site characteristics, route lengths and
available EVtechnology.
• We map increasing regulations on carbon taxation of raw materials
to our product designs and demand forecasts, and minimise costs
through our supply chain management programme.
• We support our partners to minimise food waste, through
embedding forecasting features in OSP that match supply to our
CFCs to customer demand and inventory management features
todirect our bots to pick items on a first in, first out basis.
• This year, we have added “Circularity” to our sustainability
pillarsand set public targets to promote recycling and
reducewaste tolandfill.
• We operate a recycling scheme for the plastic bags in which we
deliver groceries in the UK, taking them back from customers and
turning them into new Ocado bags. We also offer alternative
delivery solutions that use paper bags or no bags where our
international partners request them.
• We only use delivery vans that meet the most recent (“EURO6”)
tailpipe emissions standards.
• We perform air quality testing at sites with indoor parking and
takeaction, such as improving air flow, if measurements are
outside ofspecified limits.
• We are starting to evaluate our biodiversity risks using the TNFD
framework in 2025.
What is the risk?
Insufficient liquidity (cash balances plus undrawn facilities) to deliver
our business goals and/or settle our liabilities.
Key risks
• Inability to access debt or equity capital markets to refinance
maturing debt as it approaches maturity
• Inability to extend or access our RCF including due to failure
tocomply with its financial covenants
• Deterioration in financial performance (including reduced
profitability and cash flow generation) that may hinder the
abilityto refinance existing debt
• Inadequate cash management forecasting processes leading
tounexpected liquidity shortfalls potentially compromising
ourability to meet our financial commitments
Risk owner
Stephen Daintith
Movement
Link to strategy
Sustainability framework
How we manage this risk
• We ensure that we carry out our refinancing activities
wellinadvance of our maturity dates, reflecting
aforward-lookingapproach.
• We regularly and rigorously monitor capital markets,
incollaboration with advisors, to ensure market accessibility
isassessed at least monthly. Insights and strategic refinancing
opportunities are reviewed by the Board on a regular basis to
determine the optimal timing for action.
• We engage regularly with rating agencies, ensuring clear and
consistent messaging to safeguard Ocado’s credit rating and
market reputation.
• We engage regularly with our relationship banking group to keep
them informed about liquidity and cash flow positions, reinforcing
strong partnerships and support.
• We maintain a diversified debt portfolio, in line with the Treasury
Policy, which enables Ocado to leverage opportunities in both
traditional and alternative financing options, such as leasing, to
maximise value.
• Treasury operations have been optimised through cash pooling,
reducing administrative overhead and increasing flexibility,
centralised cash repatriation ensures idle funds are efficiently
invested and managed.
• We prepare robust five-year cash flow forecasts (which are
updated at least annually and are tested on a regular basis for
their integrity, and identify variances to enable agile and timely
responses to any unforeseen changes).
• We have also prepared a five-year cash flow forecast that
includes various downside scenarios and used this to determine
future cash requirements, liquidity levels and covenant
compliance metrics under these scenarios.
• The five-year cash flow forecasts include all investment plans.
These are reviewed by the Board (subject to materiality tests)
andapproved only after meeting strict return requirements.
• Over the course of the year, we have enhanced our cash flow
forecasts to include quarterly compliance with financial
covenants. This helps us assess our ability to access the RCF
onaquarter-by-quarter basis. This gives us further comfort
inourtesting of sufficient liquidity headroom.
Climate&environment Liquidity&cashmanagement
Risk Management continued
84 OCADO GROUP PLC Annual Report and Accounts 2024

Risk movement key:
Decreasing No change Increasing
Link to strategy key:
1. Grow our revenue
2. Optimise OSP economics
3. Deliver transformational technology
4. Drive success for our partners
5. Embed a responsible
businessapproach
1
5
24
3
Conduct
Climate
Circularity
Community
Sustainabilityframeworkkey:
OurSustainabilityReport:pages48-67
What is the risk?
With a global footprint encompassing operations, clients and supply
chains, we are exposed to macroeconomic and geopolitical events
(such as tariffs, trade restrictions and sanctions) that could
adversely affect our business. These factors could jeopardise the
safety and security of our people, premises and assets, impact our
operational costs or continuity, delay partner growth and hinder the
delivery of new capacity. Macroeconomic factors may impact
consumer behaviour or the growth of our partners or could affect
the Group’s ability to secure financing.
Key risks
• War and conflict
• Civil unrest
• Economic downturn
• Sanctions and tariffs
• Health crisis
Risk owner
Stephen Daintith
Movement N/A
Link to strategy
Sustainability framework
How we manage this risk
• We have a Sanctions and Export Controls Policy in place.
• We carry our regulatory investigation of and practical compliance
with sanctions regimes applicable to us.
• We ensure a diversified supply chain, which reduces reliance ona
small number of suppliers and locations.
• We have a geographically diverse client base for OSP.
• We have geographically diverse technology teams.
• We have policies and practical experience of operating
incircumstances of health pandemics.
• We monitor tariff policy announcements and other legislative
changes.
Geopolitical&macroeconomics
85OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Going Concern and Viability Statements
Context for going concern
and viability statements
The Directors have assessed the Group’s
prospects both as a going concern,
covering a period to the end of May
2026, and its viability over a period of
three years. Understanding of our
business model, our strategy and our
principal risks is a key element inthe
assessment of the Group’s prospects, as
well as the formal consideration of
viability. TheGroup’s strategy is detailed
onpages 4, 14 and 15, and our risk
management framework is described
onpages76-85.
The Group’s planning cycle is the primary
annual strategic and financial planning
activity through which the Board
assesses theprospects of the Group,
covering the five successive financial
years from FY25 to FY29.
The planning process involves modelling
under a series of assumptions
surrounding both internal and external
parameters, withkey assumptions
including new partnerships, increased
capacity and volume growth, cost base
of the business (logistics, technology
and corporate functions) including
inflation and the availability and cost of
labour, combined with the effects of
major capital initiatives.
The robust planning process is led by the
CEO, the CFO and other members of the
executive management team. The Board
undertook a detailed review of the plan
during the second half of 2024 which
was built to reflect the outcome of the
FY25 Budget that was approved by the
Board.
The Group’s trading performance is
reviewed by the senior management
team and the Board in the context of the
objectives andtargets of the forecast,
within which the Group’s strategy
remains embedded.
Liquidity and financing
position
The Group has cash and cash
equivalents of £733m and net debt
Ⓐ
of
£1,200m as at the end of the period,
compared to cash andcash equivalents
of £885m and net debt
Ⓐ
of £1,075m at
the end of FY23. The Group also has
access to additional liquidity through its
£300m Revolving Credit Facility (“RCF”)
until August 2027, subject to meeting a
net leverage covenant and addressing
upcoming bond maturities. If the £500m
October 2026 and £350m January
2027 maturities are not appropriately
refinanced, theRCF maturity reduces to
July 2026. There are also options to
extend for an additional two years to
August 2029, subject toagreement with
the banking syndicate.
The net leverage covenant applies to the
Restricted Group – the consolidated
group excluding Ocado Retail, Jones
Food and the results of the Group’s
captive insurance entity. It is assumed
that the option to extend the RCF is
exercised to cover the full viability
assessment period and that the required
refinancing of upcoming debt maturities
is successfully completed.
Current borrowing facilities mature in
FY26, FY27 and FY29 with repayment
due in December 2025 (£173m of the
£600m convertible bond), October 2026
(£224m of the £500m SUNs), January
2027 (£350m convertible bond) and
August 2029 (£250m convertible bond
and £450m SUNs). As a number of these
maturities fall within the viability
assessment period, a key assumption in
this exercise is that, where required,
replacement funding would be
obtainable to refinance existing facilities.
In addition, thecoupon rates on any
refinancing are expected to be aligned to
the coupon rates achieved on the 2024
refinancing.
Assessment of longer-term
viability
In accordance with the UK Corporate
Governance Code, the Directors have
considered the appropriate time horizon
to adopt when assessing the longer-term
viability of the Group. In prior years, we
have adopted a three-year time horizon
for the viabilityperiod.
Whilst there are a number of factors
which could support a longer term
time-horizon – notably the five-year
duration of the Group’s annual strategic
planning process; the open-ended
duration of our Solutions contracts; and
the Group’s financing profile which
extends out to 2029 for both SUNs and
convertible bonds – the rapid pace of
strategic and technological development
forthe Group, both in the UK and
Internationally, are strong indicators that
would support a shorter time frame.
Given the pace of change and delivery,
the Directors have therefore concluded
that a three-year time horizon remains
appropriate for the viability review.
Financial Modelling
The Going Concern and Viability
assessments use as their base the
five-year plan including the FY25 budget
approved by the Board, updated to
reflect the FY24 outturn financial
performance.
The Group has modelled three cases in
its assessment of going concern and
viability. These are:
• the base case;
• a downside stress test; and
• a severe downside stress test.
86 OCADO GROUP PLC Annual Report and Accounts 2024

Strategic Report Additional InformationFinancial StatementsGovernance
The table below shows how the downside and severe downside scenarios have reflected the crystallisation of one or more of the
Group’s principal risks.
Group Principal Risks and impact Downside Severe downside
1 Market proposition – OSP & OIA and
Product innovation, protection and
performance – OSP and OIA:
inabilityto attract new clients
Limiting growth in the acquisition of
new OSP partners with a
corresponding impact on upfront fees.
Limiting growth in the acquisition of
new OIA clients to 50% of the base
case with corresponding impact on
OIA cash margin.
Removing growth in international OSP
partners with a corresponding impact
on upfront fees.
Further limiting growth in the acquisition
of new OIA clients to 25% of the base
case with corresponding impact on OIA
cash margin.
2 Partner success – OSP: inability
tosupport partners expansionplans
Product innovation, protection and
performance – OSP and OIA: inability
to support existing client requirements
Limiting growth in modules from
existing partners with a corresponding
impact on fees.
Delaying the delivery of committed
CFCs and removing growth in modules
from existing international OSP partners
with a corresponding impact on fees.
3 Supply Chain, Talent & Capability,
Climate , Environment, and
Geopolitical & Macroeconomics –
increasing costs ofsolution delivery
Increase in direct operating costs
compared to the base case scenario
(i.e. reduced efficiencies obtained).
Further increase in direct operating
costs compared to the base case
scenario to maintain at FY24 exit level
across the assessment period (i.e. no
additional efficiencies obtained).
4 Liquidity and Cash Management
–increase in coupon rates
forrefinancing
Increase in coupon rates for
refinancing existing debt by 1ppt.
Increase in coupon rates for refinancing
existing debt by 2ppt.
The principal risks of Cybersecurity &
Data, Fire & Safety and Regulatory &
Compliance have not specifically been
referenced inthe downside and severe
downside modelling. These risks are
considered insurable and the primary
impact likely to be reputational. As such
any significant impact from these risks is
covered by the reduction in growth of
new partners inthedownside and severe
downside scenarios.
The scenarios modelled do not make
allowance for other mitigating actions
available to the Board that could be
taken in response to the crystallisation of
one or more of the significant risks.
These mitigating actions include:
• accessing additional liquidity through
the capital markets;
• reducing or temporarily slowing down
our investment in technology;
• disposing of all or part of our 50%
holding in Ocado Retail; and
• disposing of some or all of our
strategic ventures investments.
Base case
The Group has a cash position of £733m
as at the end of FY24, and under the
base case is forecast to retain positive
cashheadroom of at least £125m
throughout the assessment period,
together with access to additional RCF
liquidity shoulditbe required.
The base case assumes a continuation of
the trends seen in FY24, including
growth in customers and orders as well
as heightened input cost pressures.
Growth is forecast to continue in the UK
through utilisation of existing capacity
and internationally with the delivery of
committed CFCs and incremental
module drawdowns from existing
partners, the signing ofnewOSP
partners, and the expansion in the
Group’s ASRS business.
Capital expenditure is assumed to
continue to deliver the roll-out of the
CFC programme, as well as supporting
the continued investment in our
technology and OSP.
Based on the operational cash flows
assumed in the plan, our expectation is
that no further fundraise would be
required within the viability period in
order to support ongoing capital
expenditure requirements, although it is
assumed that existing debt due to
mature in the viability assessment period
is either paid from available cash or able
to be refinanced at appropriate market
rates.
The Directors have therefore concluded
that going concern and viability would be
maintained under the base cases
scenario.
Downside scenario
Under the Downside scenario, the
negative impact on fees as a result of the
reduction in new and existing partner
growth, and the increase in direct
operating costs, is partially offset by a
reduction in capital expenditure resulting
in a decline in the Group’s cash position
over the viability period when compared
to the base case of c.£100m. Despite the
decline in the cash position, the Group
would continue to meet the net leverage
ratio covenant to enable it to draw down
on the RCF throughout theassessment
period and bridge any funding gaps in
the absence of any other mitigating
actions being taken.
87OCADO GROUP PLC Annual Report and Accounts 2024

Going Concern and Viability Statements continued
Severe downside scenario
Under the severe downside scenario,
given the more severe impacts of the
Group’s principal risks being modelled,
including the removal of any new OSP
partners being signed and incremental
modules going live at existing CFCs,
there is a more significant decrease in
the cash position of the Group compared
to the base case of c.£150m.
Additionally, as a result of the reduced
feeincome, the Group would fail to meet
the net leverage ratio to enable it to draw
down on the RCF during FY27 and the
Groupwould need to take mitigating
action to maintain liquidity. This would
most likely be in the form of accessing
additional finance through the capital
markets to reduce the amount of debt
maturities being settled out of cash
reserves compared tothebase case.
Confirmation of viability
The assessment of the Group’s viability
considers severe but plausible scenarios
aligned to the principal risks and
uncertainties set out on pages 80-85
where the realisation of these risks is
considered remote, considering the
effectiveness of the Group’s risk
management and control systems and
current risk appetite.
The degree of severity applied in these
scenarios was based on management’s
experience and knowledge of the
industry todetermine plausible
movements in assumptions.
Should the downside or severe downside
scenario occur, the impact on the
Group’s financial position and the
viability statement would be dependent
on the Group’s ability to continue to
access its RCF and to access additional
liquidity through capital markets.
Detailed consideration was given to
financing and other mitigating actions
that could be taken, noting the modelling
over the assessment period assumes a
significant portion of existing debt is
repaid from cash rather than being
refinanced. The Directors believe,
following discussions with advisors, it is
reasonable to expect that the Group
would have access to further financing
and/or the ability to agree further
covenant amendments if required.
The Directors have also considered other
mitigating actions available to the Group
and have assumed that these mitigating
actions can be applied on a timely basis.
Based on the analysis, the Directors have
a reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities as they fall due over
the viability assessment period.
Going concern statement
Accounting standards require that
Directors satisfy themselves that it is
reasonable for them to conclude whether
it is appropriate to prepare financial
statements on a going concern basis.
In assessing going concern, the Directors
take into account the financial position of
the Group, its cash flows, liquidity
position and borrowing facilities, which
are set out in the Finance Review on
pages 26-43. In addition, the Directors
consider the Group’s business activities,
together with factors that are likely to
affect its future development and
position, as set out in the Strategic
Report on pages 1-89, and the Group’s
principal risks and the likely
effectiveness of any mitigating actions
and controls available to the Directors as
set out on pages 80-85.
After reviewing the Group’s liquidity and
financial positions, the Directors
considered it appropriate to adopt the
going concern basis of accounting, with
no material uncertainty identified, in the
preparation of the Company’s and
Group’s financial statements. The
adoption of the going concern basis is
not reliant on access to the RCF.
88 OCADO GROUP PLC Annual Report and Accounts 2024

Strategic Report Additional InformationFinancial StatementsGovernance
Non-Financial and Sustainability Information Statement
The following summarises where you can find further information on each of the key areas of disclosure required by sections
414CA and 414CB of the Companies Act 2006.
Reporting requirement Relevant Ocado policies and procedures Additional information
Business model Our Business Model: pages10-13
Principal risks and impact
ofbusiness activity
Enterprise Risk Management Policy
Information Security Management Policy
How We Manage Our Risks: pages76-85
Audit Committee Report: pages114-123
Non-financial KPIs Key Performance Indicators: page16
Business in Focus: Ocado Technology
Solutions: pages18-21
Business in Focus: Ocado Logistics:
pages 22-23
Business in Focus: Ocado Retail: pages 24-25
Sustainability Report: pages48-67
Our employees
Code of Conduct
Whistleblowing Policy
Equal Opportunities Policy
Work from Anywhere Policy
Board Diversity Policy
Health and Wellbeing Strategy
Health, Safety, Fire and Environment Policy
Performance Management Policy
Sustainability Report: pages48-67
People Committee Report: pages109-113
Directors’ Remuneration Report:
pages 124-147
Respect for human rights
Human Rights Policy
Modern Slavery Act Statement
Equal Opportunities Policy
Sustainability Report: pages48-67
Social matters
Code of Conduct
Data Protection Policy
Sustainability Report: pages48-67
Anti-bribery and
anti-corruption
Anti-Bribery Policy
Anti-Money Laundering Policy
Conflicts of Interest Policy
Code of Conduct
Supplier Code of Conduct
Share Dealing Policy
Fraud Prevention Policy
Whistleblowing Policy
Anti-Tax Evasion Policy
Procurement Policy
Sanctions and Export Controls Policy
Sustainability Report: pages48-67
Environmental matters,
including climate-related
disclosures
Sustainability framework
Sustainability Report: pages48-67
TCFD Report: pages 68-75
Strategic Report approval
The Company’s Strategic Report is set out on pages 1-89.
The Strategic Report is approved by the Board and signed on its behalf by
Neill Abrams
Group General Counsel and Company Secretary
27 February 2025
89OCADO GROUP PLC Annual Report and Accounts 2024

Chair’s Governance Statement
“This year, the Board
focused on ensuring
a strong and effective
governance framework
is in place to support
ourstrategic objectives”
Adam Warby
Chair
On behalf of the Board, I am pleased to
introduce my first Corporate Governance
Report. The last year brought continued
evolution of the Board, including my
appointment as Chair and the
appointment of Gavin Patterson, who
brings valuable perspective and
multinational experience. In last year’s
annual report we announced that, on
2 February 2024, Neill Abrams and Mark
Richardson stepped down as Executive
Directors from the Board whilst remaining
part of the Executive Committee.
Appointments are always based on merit
and relevant experience, and take into
account diversity criteria. I am pleased to
report we met two of our key diversity
objectives with 45% female Directors and
two Directors from an ethnic minority
background. Board and executive
succession remains a key focus for 2025,
Rick Haythornthwaite
stepped down as Chair
As announced, Rick stepped down as Chair
with effect from 30 November 2024, having
served as Chair for the last four years.
Youcan read more about the Chair
succession process on page 111.
ensuring we build a strong team, which is
vital to our success.
This year, we commissioned an external
Board effectiveness review. The results
of the review established that the Board
and Committees continue to operate
effectively and seek to both challenge
and support management. Since joining
the Board, I have met with Dr Tracy Long
and Andrew Harrison, as Senior
Independent Director, to discuss the
process and findings. There are some
changes we can make to further
enhance our performance and I look
forward to implementing various
changes and seeing further progress.
You can read more about this in the
People Committee Report on page 109.
There has been strong focus from the
Board and Audit Committee on the
changes to the UK Corporate
Governance Code 2024 (the “Code”),
reaffirming the Company’s commitment
to high standards of corporate
governance. Work is progressing to
ensure compliance with the Code,
particularly in relation to material
controls, which has been a significant
focus of the Audit Committee. This is
firmly on the Board’s agenda in 2025 and
I look forward to reporting more in the
years to come.
Our commitment to being a responsible
business is showcased in our latest
Sustainability Report and you can read
more about the Double Materiality
Assessment and engagement with key
stakeholders and progress towards our
net zero programme on pages 48-67.
Our sustainability framework sets the
Company up to focus on the areas that
truly matter to our stakeholders and
provides a focus for the Board and
leadership team.
I would like to extend my thanks to all
ofour shareholders for your continued
support and on behalf of the Board, and
to our employees across the business for
their incredible hard work and
commitment toOcado.
Adam Warby
Chair
27 February 2025
90 OCADO GROUP PLC Annual Report and Accounts 2024

Governance at a glance
Key actions taken in FY24
Board composition
Following a review of the composition of
the Board, the number of Executive
Directors on the Board was reduced
fromfour to two, providing a stronger
balance of independent Directors.
Board succession
During the year, a new Chair and a new
Non-Executive Director were appointed,
providing a refresh of the skills and
experience on the Board.
Strategic review
The Board set key objectives at the
Board strategy meeting to further
thestrategic objectives and
monitoredprogress at subsequent
Boardmeetings.
Sustainability
The Board reviewed and approved a new
sustainability strategy framework
designed to enhance reporting and
supportfurther progress in improving
sustainability across the business.
Improved oversight
A Corporate Scorecard was developed,
including financial and non-financial
measures linked to the status of the
deliverables required to achieve the
five-year plan, to strengthen Board
oversightand the monitoring
ofprogressagainst the strategy.
Financial stability
The Board approved a new convertible
bond and senior notes issuance and the
buyback of existing bonds to extend the
maturity profile of the Company’s debt
and to maintain liquidity.
UK Corporate Governance Code
In respect of the year ended 1 December 2024, Ocado was subject to the UK Corporate Governance Code 2018 (the “Code”).
The Board is pleased to confirm that Ocado applied the principles and complied with all the provisions of the Code
throughout the year. The revised 2024 Code provisions do not currently apply to the Company, but the Company has started
work, for example on internal controls, to ensure we are compliant in the future.
Board Leadership and
Company Purpose
Division of
Responsibilities
Composition,
Succession and
Evaluation
Audit, Risk and
InternalControl
Remuneration
A
Effective Board
page 98
B
Purpose, strategy,
values and culture
pages 98-101
C
Prudent and
effective controls
and Board resources
page102
D
Stakeholder
engagement
page99
E
Workforce policies
and practices
page101
F
Board roles
page103
G
Independence
page105
H
External
commitments
andconflicts of
interest
page 105
I
Board efficiency
page 102
J
Appointments
tothe Board
page 106
K
Board
composition
page104
L
Annual Board
evaluation
page107
M
Effectiveness
ofexternal auditor
and internal audit,
and integrity
ofaccounts
pages118-123
N
Fair, balanced and
understandable
assessment
pages114 and 118
O
Effective risk
management and
internal controls
framework
page121
P
Linking
remuneration
withpurpose
andstrategy
pages128-131
Q
A formal and
transparent
procedure for
developing policy
pages 128-131
R
Independent
judgement and
discretion
pages132-136
Non-Executive to
ExecutiveDirector ratio
9:2
Board gender diversity
45% female
Number of Board meetings
11
Board meeting attendance
94%
All figures as at 1 December 2024
Length of tenure of Chair and
N
on-Executive Directors
Y
ears:
0
-3
3
-6
6
-10
1
0+
0 1 2 3 4 5
Board composition
Key
:
Chair – 1
Executive Director – 2
Non-Executive Director – 8
91OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Board of Directors
Adam Warby
Chair
Committee membership:
P
Appointed: 1 November 2024
asNon-Executive Director and
1December2024asNon-Executive Chair
Tenure: Less than 1 year
Skills and competencies:
Adam is a founding member and CEO Emeritus
of Avanade Corporation, a global IT consulting
and services company, and previously served
as its CEO for 11 years. He was instrumental in
accelerating the company’s growth to over
$3bn in global sales, including five acquisitions
across Europe and North America. He was
also, between 2017 and 2023, the Chair of
Junior Achievement Europe, a youth-focused
non-profit providing programmes for
entrepreneurship and work readiness, as part
of expanding Avanade’s Corporate Citizenship
mission. Previously, he served as Chair of
SoftwareOne Holding AG, the Swiss enterprise
software and cloud advice firm. Prior to joining
Avanade, Adam held a number of management
roles at Microsoft Corporation and earlier, at
IBM. Adam holds aBSc in Mechanical
Engineering from ImperialCollegeLondon.
Adam’s extensive experience gained in
thetechnology sector and relevant chair
experience at a range of international
companies, as well as his expertise as a
leaderin global technology and consulting
isavaluable asset to the Board and equips
him to lead the Company forward.
External appointments:
• Chair, Heidrick & Struggles InternationalInc.
• Senior Advisor, Kohlberg Kravis
Roberts&Co. LP
Tim Steiner OBE
Chief Executive Officer
Appointed: 13 April 2000
Tenure: 24 years
Skills and competencies:
Tim is the founding Chief Executive Officer of
Ocado, which he established with two former
colleagues from Goldman Sachs in 2000, and
has been an Executive Director ever since.
Hestarted his career as a bond trader at
Goldman Sachs in London, New York and
Hong Kong.
As CEO, Tim leads on the implementation
ofthe Group’s strategy and ensures the
Executive Committee is aligned on the
Group’sstrategy and vision. Tim’s ability
todrive strategic partnerships, navigate
complex supply chain logistics and leverage
cutting-edge technology demonstrates his
effectiveness in steering Ocado’s growth.
Asafounder of Ocado, he plays an important
role in leading Ocado’s culture of openness,
innovation and collaboration.
External appointment:
• Non-Executive Chairman,
OcadoRetailLimited
Stephen Daintith
Chief Financial Officer
Appointed: 22 March 2021
Tenure: 3 years
Skills and competencies:
Stephen joined as Chief Financial Officer from
Rolls-Royce in 2021, where he was also CFO.
He brings a deep understanding and
experience of UK-listed and international
business across a range of sectors.
Hegraduated from the University of Leeds
with a BA in Economics and Accounting and
qualified as a Chartered Accountant at Price
Waterhouse (now PwC) in 1988. Stephen has
held many executive roles including CFO of
DMGT plc, COO and CFO of Dow Jones, and
CFO of News International. He has extensive
financial expertise, a strategic mindset and
has led Ocado through significant financing
decisions, including the recent refinancing,
which not only met immediate liquidity needs,
but also positioned the Company for
long-term growth. Stephen’s contributions
were crucial in strengthening Ocado’s
financial position.
External appointments:
• Non-Executive Director, Chair of Audit
Committee, 3i Group plc
• Non-Executive Director, Chair of Audit
Committee, Ocado Retail Limited
Key:
Chair
Executive Director
Non-Executive Director
Group General Counsel and
CompanySecretary
Key to Committee membership
A
Audit Committee
R
Remuneration Committee
P
People Committee
Committee Chair
92 OCADO GROUP PLC Annual Report and Accounts 2024

Andrew Harrison
Senior Independent Director
andDesignated Non-Executive
Director (“DNED”)
Committee membership:
A R P
Appointed: 1 March 2016
Tenure: 8 years
Skills and competencies:
Andrew graduated from the University
ofLeeds with a BA (Hons) in Management
Studies in 1992 and is currently a partner
atFreston Ventures, which invests in
consumer brands that challenge the status
quo. Andrew previously served as Chair of
Carphone Warehouse Ltd and was formerly
Group CEO of Carphone Warehouse Group
PLC before its merger with Dixons Group
plc,which he led. During his career,
hehassuccessfully grown numerous
newbusinesses, has international retail
experience, and developed and ran a global
services business.
Andrew has an extensive background in
leadership and governance, and brings a
wealth of strategic knowledge and corporate
governance expertise to the Board, some of
the reasons why the Board agreed to extend
his appointment past his nine years’ tenure.
His ability to provide independent oversight
and offer valuable insights enables him to
contribute to, and constructively challenge,
awide range of Board debates. His roles as
DNED and Chair of the People Committee
arepivotal in ensuring both the succession
and composition of the Board and senior
management align to the culture and strategy
of Ocado, and that employees feel their voice
is heard in the boardroom.
External appointments:
• Chair, Mental Health Innovations
• Chair, Purplebricks (Strike Ltd)
• Partner, Freston Ventures Investments LLP
• Chair, Chicken Shop (Chik’n Ltd)
• Non-Executive Director, Dr. Martens plc
• Director, Smiles and Smiles Holding Ltd
Jörn Rausing
Non-Executive Director;
Independent
Committee membership:
P
Appointed: 13 March 2003
Tenure: 21 years
Skills and competencies:
Jörn has been a Non-Executive Director of
Ocado Group since 2003, when he made a
significant investment in the business and
before the Group was listed. He holds a
degree in Business Administration from Lund
University, Sweden and has over 30 years’
experience in corporate development and
international mergers and acquisitions.
Jörn’s extensive background in business and
investments equips him with strong skills
inassessing investment opportunities,
evaluating risk and providing a broader
perspective on business strategy. This aligns
well with Ocado’s ambition in the competitive
online grocery and technology sectors, and
his significant knowledge of the history of the
business is extremely valuable in providing
context and continuity for new members.
He is considered independent by the Board.
Read more about the consideration of Jörn’s
independence on page 105.
External appointments:
• Group Board Member, Tetra Laval
• Board Member, Alfa Laval AB
• Board Member, DeLaval Holding AB
Emma Lloyd
Non-Executive Director;
Independent
Committee membership:
R P
Appointed: 1 December 2016
Tenure: 8 years
Skills and competencies:
Emma is also Vice President, Partnerships
EMEA at Netflix. Emma graduated with a BA
Joint Hons in Management Studies and
Geography from the University of Leeds in
1992 and has an extensive background in
technology, innovation and digital
transformation, spanning leadership roles in
renowned technology companies and working
with multiple venture capital firms. She spent
15 years at Sky Group overseeing the creation
of Sky’s start-up venture investment function
and US presence, leading to investment in
over 30 technology start-ups. Prior to leaving,
she held the position of Chief Business
Development Officer of the group.
Emma’s experience in innovation, business
development and leadership bring a dynamic
dimension to the Board. Her forward-thinking
approach and ability to navigate complex
landscapes position her as a strategic asset.
External appointment:
• VP, Partnerships EMEA, Netflix
Senior management
genderdiversity
1
Board gender diversity
1. “Senior management” is defined as our Executive Committee and the level
below. See page 250 for our full calculation methodology related to our
senior leadership diversity metrics.
Metrics marked with a △ symbol are subject to third-party limited assurance
inaccordance with ISAE 3000 (Revised) and ISAE 3410 for Greenhouse Gas
emissions. Seepage 245 forthe full assurance report.
Board gender diversity
Key:
Female
5
Male
6
Senior management gender diversity
Key:
Female
30%
△
Male
70%
93OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Julie Southern
Non-Executive Director;
Independent
Committee membership:
A R P
Appointed: 1 September 2018
Tenure: 6 years
Skills and competencies:
Julie holds a BA (Hons) in Economics from the
University of Cambridge and is a qualified
chartered accountant. Julie is also a Non-
Executive Chair of RWS Holdings and NXP
Semiconductors. Her previous executive roles
included Group Finance Director at Porsche
Cars, CFO and CCO at Virgin Atlantic, and
Finance and Operations Director at H J
Chapman, a WH Smith subsidiary. Her former
non-executive roles included Chair of the
Audit Committees at Rentokil Initial plc, DFS
Furniture Company and Cineworld plc.
She was also Non-Executive Director and
Senior Independent Director at easyJet plc
and Chair of the Nomination and
Compensation Committee at Gategroup.
Julie’s extensive experience in finance and
strategic leadership across the technology,
aviation and finance sectors bring financial
acumen, risk assessment skills and a proven
track record of guiding organisations through
growth and transformation to the Board.
She provides valuable insights, significant
board experience in public companies and
financial expertise to effectively chair the
Remuneration Committee and provide
valuable experience to the Audit Committee.
External appointments:
• Non-Executive Chair, NXP Semiconductors
N.V.
• Non-Executive Director, Shilton Midco
2Limited
• Non-Executive Chair, RWS Holdings plc
Nadia Shouraboura
Non-Executive Director;
Independent
Committee membership:
A P
Appointed: 1 September 2021
Tenure: 3 years
Skills and competencies:
Nadia is an industry leader in the field of
machine learning and robotics, and holds a
PhD in Mathematics from Princeton University.
Her previous roles include Vice President,
Technology, Worldwide Supply Chain and
Fulfilment at Amazon, Non-Executive Director
and Advisor of Cimpress plc, Ferguson,
Formlabs, BlueYonder, Berkshire Grey, and
CEO and founder of Hointer, a start-up retail
technology company aiming to change the
physical retail experience with smart solutions
and analytics.
Nadia’s extensive knowledge in technology,
supply chain efficiency and innovation brings
a profound understanding of ecommerce,
automation, logistics and strategies focused
on meeting customer needs to the Board.
She provides focused insight and valuable
know-how to Board discussions.
External appointments:
• Senior Advisor, New Mountain Capital LLC
• Non-Executive Director, Mobile
TeleSystems PJSC
• Non-Executive Director, B&M European
Value Retail S.A.
Julia M. Brown
Non-Executive Director;
Independent
Committee membership:
R P
Appointed: 1 January 2023
Tenure: 2 years
Skills and competencies:
Julia has more than 30 years’ experience in
the fields of supply chain, procurement and
operations. She has served as Chief
Procurement Officer for several of the world’s
largest global companies including Clorox,
Kraft, Mondelez, Mars-Wrigley and Carnival
Corporation and plc. She has also worked in
key leadership positions at Procter & Gamble,
Diageo and Gillette. She has led significant
operational and organisational transformation
initiatives primarily in the consumer products
and hospitality sectors. She has also led the
creation of multi-billion dollar contracts and
supplier relationships and global teams in
every region of the world.
Julia has an extensive background in mergers
and acquisitions and sustainability. She also
advises on non-profit boards and has served
on finance, audit and governance committees
for those companies. She currently serves as
a trustee for the Perez Art Museum (Miami)
and the Chartered Institute for Procurement
and Supply (UK).
Julia’s qualifications and experience make her
an outstanding Non-Executive Director at
Ocado, largely owing to her vast experience
across her roles.
External appointments:
• Board Member, Molson Coors
BeverageCompany
• Board Member, Perrigo Company PLC
Board of Directors continued
94 OCADO GROUP PLC Annual Report and Accounts 2024

Rachel Osborne
Non-Executive Director;
Independent
Committee membership:
A P
Appointed: 1 September 2023
Tenure: 1 year
Skills and competencies:
Rachel was the CEO of Ted Baker, stepping
down in June 2023, and was previously CFO
of Debenhams plc and Domino’s Pizza Group
plc, and Finance Director of the John Lewis
Division within the John Lewis Partnership.
Rachel holds an MA in Veterinary Medicine
from the University of Cambridge and is a
qualified chartered accountant.
Rachel is a highly qualified Non-Executive
Director and she possesses in-depth
comprehension of financial management,
strategic planning and customer-centric
business approaches. Her background and
extensive financial expertise allow her to chair
the Audit Committee effectively and her
background and insight into consumer
experience and retail are very valuable.
External appointments:
• Non-Executive Director, Marston’s PLC
• NED, Chair of Customer Committee and
Audit & Risk Committee Chair designate,
Cash Access UK ltd
Gavin Patterson
Non-Executive Director;
Independent
Committee membership:
R P
Appointed: 1 June 2024
Tenure: Less than 1 year
Skills and competencies:
Gavin joined the Board as a Non-Executive
Director in June 2024. He was previously at
Salesforce Inc., predominantly in the role of
President and Chief Revenue Officer. Prior to
joining Salesforce, he held multiple senior
roles at BT Group plc, including Group Chief
Executive Officer between 2013 and 2019.
His prior positions include management and
marketing roles at Procter & Gamble.
Gavin has served on various boards including
of listed, privately held and private equity-
owned companies as well as for several
charities and educational establishments.
He graduated from Cambridge University with
an MEng, Chemical Engineering.
Gavin brings considerable expertise leading
large multinational organisations and highly
relevant experience of the global marketplace
for platform services. His considerable
experience at the helm of multinational B2B
technology companies is a valuable asset to
our Board and leadership team.
External appointments:
• Non-Executive Director, Wix Inc Ltd
• Non Executive Chairman, Elixirr
International plc
Neill Abrams
Group General Counsel
andCompany Secretary
Appointed: 8 September 2000
Tenure: 24 years
Skills and competencies:
Neill was on the founding team of Ocado,
joining the Board as an Executive Director in
September 2000. He has responsibility for the
Group Operations departments covering
Legal, Governance, Intellectual Property, Real
Estate and Sustainability. Prior to Ocado, he
was a barrister in practice at One Essex Court
and spent nine years at Goldman Sachs in
London in the investment banking and legal
divisions. Neill holds degrees in industrial
psychology and law from the University of the
Witwatersrand in Johannesburg and a
Masters in Law from the University of
Cambridge. He is admitted as a barrister in
England and Wales, an attorney in New York
and an advocate in South Africa.
Neill has extensive legal expertise and
corporate governance acumen as well as
significant knowledge of Ocado Group’s
business and the markets we serve.
His background in law and experience serving
in legal leadership positions bring a deep and
valuable understanding of regulatory
compliance and legal intricacies to the Group.
External appointment:
• Non-Executive Director, Mr Price Group
Limited, listed in South Africa
Changes to the Board
During the period and up to the date of
signing of the Financial Statements, the
following changes to the composition
oftheBoard took place:
• Gavin Patterson was appointed as
Non-Executive Director with effect from
1 June 2024.
• Rick Haythornthwaite resigned from
hisposition as Chair andDirector with
effect from 30 November2024.
• Adam Warby was appointed as
Non-Executive Director with effect from
1 November 2024 and subsequently as
Non-Executive Chair with effect from
1 December 2024.
• Neill Abrams resigned from the Board,
effective 2 February 2024, continuing
asGroup General Counsel and
CompanySecretary.
• Mark Richardson resigned from the Board,
effective 2 February 2024, continuing as
CEO, Ocado IntelligentAutomation.
95OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Key Board focus areas during the year
Link to strategy key:
1. Grow our revenue
2. Optimise OSP economics
3. Deliver transformational technology
4. Drive success for our partners
5. Embed a responsible
businessapproach
Link to
strategy Stakeholders considered
Strategy and financing
Held a three-day strategy meeting to discuss the medium- and long-term strategy
and growth opportunities, including challenges and risks, and determined Ocado
Group’s key strategic priorities.
Reviewed and approved the five-year plan, and assessed progress against the plan
in line with the latest financial and business information.
Approved entry into a partnership with Panda in the Kingdom of Saudi Arabia to
provide In-Store Fulfilment (“ISF”).
Approved the issuance of a £250m convertible bond and £450m high yield bond,
and a buyback of £700m of existing debt from the 2025 convertible bond and 2026
high yield bond.
Considered strategic joint venture issues, including the M&S contingent
consideration payment regarding the original joint ventureagreement.
Approved an increased loan facility to Ocado Retail Limited (“ORL”).
Performance and operations
Received reports from the CEO and CFO at each Board meeting, including progress
against strategic objectives, and reports from each business unit, including ORL,
ontrading, business performance, financing and strategy implementation.
Received regular reports on OSP partner operations and the implementation of CFC
projects, including regular reports from the Partner Success teams on the evolving
plans to support our OSP partners.
Received regular reports on the development of OIA, including organisation
structure, sales and marketing, and prospects.
Received progress updates on the project to migrate our UK partners Morrisons
andORL toOSP.
Reviewed and approved the annual Group budget.
Reviewed and approved OSP capital expenditure projects, including CFC builds
forOSP partners Lotte, Aeon and Auchan.
Risk management and internal control
Completed the annual review of principal and emerging risks, and consideration
ofthe risk appetite.
Reviewed the effectiveness of the Group’s systems of internal control and risk
management, including a review of material controls.
Received updates on cybersecurity, including risks and mitigation, and the Group’s
cybersecurity programme.
1
5
24
3
Stakeholders considered key:
Our people Partners
Suppliers
Investors
Environment, society
and community
96 OCADO GROUP PLC Annual Report and Accounts 2024

Link to strategy key:
1. Grow our revenue
2. Optimise OSP economics
3. Deliver transformational technology
4. Drive success for our partners
5. Embed a responsible
businessapproach
Link to
strategy Stakeholders considered
Leadership andpeople
Reviewed and discussed the outcomes of the external Board effectiveness review
and creation of the action plan for 2025. Reviewed progress against the 2023 Board
evaluation action plan.
Considered the composition and effectiveness of the Board, including approval of
the appointment of Gavin Patterson and new Chair Adam Warby, and acceptance
ofthe resignations of Mark Richardson and Neill Abrams as Executive Directors.
Governance andresponsible business
Approved the new Health, Safety, Fire and Environment (“HSFE”) reporting structure
andupdated HSFE Policy.
Reviewed various sustainability-related matters, including the annual stakeholder
engagement analysis.
Reviewed the new sustainability strategy framework and approved the results of the
double materiality assessment of sustainability-related impacts as required to be
completed under the EU CSRD regulation.
Reviewed and approved corporate statements including the Gender Pay Gap Report,
the Modern Slavery Act Statement and the Basis of Reporting 2024.
Approved a revised Whistleblowing Policy andHuman Rights Policy.
Approved the revised Schedule of Matters Reserved for the Board to align with
thenew UK Corporate Governance Code.
1
5
24
3
Stakeholders considered key:
Board meetings andattendance
During the year, the Board conducted meetings in
person, providing video conference facilities if required
by any Director, withsome ad hoc meetings added to
the Board schedule todiscuss and make time-sensitive
decisions, including approval of the refinancing.
Duringthe period, the Non-Executive Directors held
anumber of scheduled meetings without the Executive
Directors present, as well as some informal sessions.
Inthe event a Director was unable to attend a meeting,
they received all papers for the meeting and had the
opportunity to raise any points ahead of the meeting.
In the year, there were some additional meetings
diarised and some Directors were unable to join
duetoprior commitments and the short notice
ofthesemeetings.
Director
Meetings attended/possible
meetings the Director
could have attended
Adam Warby (Chair) 1/1*
Tim Steiner 11/11
Stephen Daintith 11/11
Andrew Harrison 11/11
Jörn Rausing 11/11
Julie Southern 9/11
Emma Lloyd 10/11
Nadia Shouraboura 11/11
Julia M. Brown 9/11
Rachel Osborne 11/11
Gavin Patterson 5/6
Past Directors
Rick Haythornthwaite (Chair) 10/11**
Mark Richardson 2/2***
Neill Abrams 2/2***
* Adam Warby joined the Board on 1 November 2024.
** Rick Haythornthwaite stepped down from the Board on 30 November 2024.
*** Mark Richardson and Neill Abrams stepped down from the Board
on2 February2024.
Our people Partners
Suppliers
Investors
Environment, society
and community
97OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Setting and delivering the strategy
The principal role of the Board
is to promote the long-term
sustainable success of the
Group, to generate and preserve
value for investors and other
stakeholders and to contribute
to the wider society. The Board
defines the Group’s purpose
andstrategy, in line with our
values, and ensures that the
business model and culture
support the delivery of the
Group’s strategic priorities to
generate sustainable growth.
In setting the strategy, the Board
considers the views and priorities of our
stakeholders and the most effective way
to further our purpose. The Board
undertakes an in-depth annual review of
the strategy to ensure it remains fit for
purpose and that appropriate short- and
medium-term goals to progress our
objectives are in place. The goals are
then monitored throughout the year with
an update on progress included at each
Board meeting. This year, a Corporate
Scorecard was introduced to provide a
clear view of progress against the
strategic objectives and delivery of the
leading indicators required to achieve
the five-year plan, using key financial
and non-financial measures. At each
meeting, the Board receives detailed
updates on progress and plans towards
the achievement of the strategy from
each business unit, including any
challenges andopportunities that arise.
The Board has ultimate responsibility
forensuring the necessary resources
arein place, and effectively deployed,
tobe able to deliver the strategy.
Thegovernance framework, and
processes and policies inplace, are
designed to ensure efficient internal
reporting and effective management.
Formore information on the governance
framework see page 102. There are
robust risk management and internal
control systems in place which allow the
Board to assess and manage risks to the
business and ensure sound decision-
making. For more information on risk
management and internal controls see
pages 76 to 85 and 120. TheBoard also
monitors the culture andthe structure
ofthe organisation toensure the
personnel required to achieve the
strategic objectives are in place, within
anenvironment optimised tosupport this.
For more information on:
Culture: pages 15, 64, 100-101
Purpose and strategy: page14
During the 2024 strategy meeting,
held across three days, the Board’s
discussions focused on the delivery
of our strategic objectives and the
five-year plan. In-depth reports
fromacross the business enabled
informed discussions on the
challenges and opportunities for
theGroup to deliver both short-and
long-term objectives.
The Board carried out detailed
reviews of all areas of the business
and agreed on the key actions to be
taken in each area and the timelines
to achieve these. This included
Ocado Technology, Ocado Intelligent
Automation and Ocado Solutions,
including partner success,
withactions for each OSP Partner.
TheBoard was updated at
subsequent Board meetings onthe
progress of these actions.
The Board also agreed that a
Corporate Scorecard of financial
andnon-financial measures should
be developed, following the
recommendation to introduce this
asan action from the Board
effectiveness review.
Board strategy meeting
In line with the purpose
Reflects stakeholder views
Necessary resources in place
Supported by the values & culture
Setting and
delivering
the strategy
In line with the purpose
Reflects stakeholder views
Necessary resources in place
Supported by the values & culture
Setting and
delivering
the strategy
98 OCADO GROUP PLC Annual Report and Accounts 2024

February
FY23 results presentation
followed by an investor
roadshow.
March
Chair investor roadshow.
Attended JP Morgan European
Internet seminar.
April
Chair-hosted governance
breakfast.
May
2024 Annual General Meeting.
Attended Tech, Media &
Telecoms Conferences at JP
Morgan in London and HSBC in
Paris. Held an Australian
investor call.
July
FY24 half-year results
presentation followed by an
investor roadshow.
September
Attended Bernstein Pan
European Strategic Decisions
Conference.
November
Attended the Peel Hunt TMT
Conference, Barclays European
Retail Forum and Morgan
Stanley TMT Conference.
Decision-making
Our purpose and strategy are key
considerations in the Board’s actions and
decision-making and its oversight of the
implementation of these by the business.
Our “strategy on a page” document is
reviewed regularly toensure these
objectives are central todiscussions
atBoard meetings.
The links between the Group
strategy and the Board’s actions
and decisions this year are shown
on pages 96 and 97
The Executive Committee and senior
management are responsible for the
implementation of the strategic
objectives, with decision-making further
dispersed across the business.
Therefore, it is essential that, across the
Group, there is an understanding of our
strategy and how individuals contribute
to this. In order to enhance employee
understanding of the strategy and
provide short-term measurable steps,
the annual Technology Solutions Goals
for 2024 and the Ocado Logistics 2024
strategic priorities and goals were both
launched in January 2024. This provided
clear short-term goals for the year, which
then informed goal-setting in individual
teams, to ensure alignment with the
strategic direction of the Group.
Stakeholders
The views of our key stakeholders are
important considerations in setting the
strategy and in decision-making. In
addition, strong, mutually beneficial
relationships with our stakeholders
support the delivery of our strategic
objectives. Engaging with our
stakeholders is important to understand
their views and priorities as well as to
inform and aid their understanding of our
business and strategy. The Board
undertakes an annual review of the
mechanisms used to engage with key
stakeholders to ensure these remain
appropriate to provide the necessary
level of information totheBoard.
Information on stakeholder
engagement is provided on
pages44 and 45
Investors
Alongside the engagement undertaken
by our Investor Relations team, the Board
undertakes engagement with investors
and potential investors to understand
their views and maintain adialogue
around the business and ourstrategy.
Key questions on Ocado
investors’ minds:
• How the Group is working with OSP
partners to get the best out of OSP.
• The rate of module and CFC growth
over the coming years.
• The path to cash flow positive, liquidity
and plans for refinancing existing debt.
• Opportunities and the model for OIA.
• Actions being taken and planned
regarding environmental issues.
• Governance issues including Board
composition and remuneration.
• The Group’s approach to improving
talent, retention, Diversity, Equity
andInclusion.
Investor activity this year
Throughout the year, Directors held
one-to-one and group meetings
andcalls, and hosted investorCFC
tours. Additional specific
engagement included the following:
Key:
United Kingdom
– 89.67%
Europe – 0.11%
United States
– 0.01%
Rest of the world
– 10.21%
Shareholders by geography
Key:
Private
shareholders
– 0.80%
Banks and
nominees – 82.67%
Companies
– 15.95%
Other institutions
– 0.58%
Shareholders by type
99OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Monitoring the culture
The following are the primary sources
the Board utilises to assess and monitor
the Group culture.
Employee engagement with
the Designated Non-
Executive Director for
Workforce Engagement
(“DNED”)
The Board continues to consider the
DNED to be the most appropriate
method of workforce engagement and
Andrew Harrison, as DNED, provides
valuable feedback from employees to
the Board to assist in monitoring the
culture. Through active engagement with
a range of employee forums and the
People team, the DNED is an important
link between the Board and the wider
workforce.
Andrew meets monthly with the Heads
of the People and Global Listening,
Culture and Engagement teams to review
listening insights and feedback and
support plans for proactive engagement.
The DNED engaged with the wider
workforce on executive remuneration,
workforce remuneration and any wider
workforce questions. Andrew also chairs
the biannual Ocado Logistics Council
meetings and meets biannually with the
Inclusion Committee Chairs.
This year, Andrew participated in a
DNED/Community Chairs event which
provided a platform for engaging ideas,
feedback and suggestions, including
identifying challenges and opportunities
for growth. The 16 Community Chairs
discussed the experiences and
perspectives of members of their
communities with Andrew and ways to
enhance engagement. DNED reports on
employee feedback, issues and
concerns raised are a standing item at
every Board meeting, which is an
effective tool for assessing the culture.
The issues that Andrew brought to the
Board’s attention this year included
communication of the strategy, the
performance and talent framework, and
employee engagement and retention,
particularly in relation to Ocado Logistics
where he met with the Managing
Director of Ocado Logistics and the
People Director, to discuss and people
issues and ensure actions were taken to
improve retention. As part of his DNED
role, Andrew also regularly updates
thePeople Committee on topics
discussed with employees.
The Board ensures that our culture and
values support our strategy and purpose.
Our culture influences decision-making
and business conduct,so in order to
deliver on ourstrategic objectives, it is
vital theseremain aligned.
See Ocado’s values on page 15
Our diverse team brings a range of
experience, expertise and perspectives
that shape our values and culture, driving
the Group’s strategic objectives. A
positive, supportive environment where
people feel valued and motivated is key
to our success. The Board ensures
policies and procedures uphold our
culture and values, guided by our Code
of Conduct, which promotes high
standards of ethics and responsible
decision-making. Additional policies on
fraud, bribery, tax evasion, competition,
and money laundering reinforce ethical
practices. A strong culture fosters
success, attracts talent and enables our
people to thrive.
More information on our culture is
provided on pages 15 and 64
It is important that as well as monitoring
the culture, the Board also promotes the
culture and supports and encourages
senior management to do so.
TheExecutive Directors alongside
othermembers of the Executive
Committee hold Group-wide business
updates and answer employee
questions, as well as utilising internal
communication tools to keep employees
informed of developments in the
business. The Directors strive through
their own conduct to set the right tone
from the top for senior management and
the wider workforce. This is shown in the
Board’s commitment to high standards
ofcorporate governance and ethical
behaviour, open and transparent
reporting, engagement with our people
and entrepreneurial leadership. This
year, the annual Board effectiveness
review included aculture assessment
which enabled amore thorough
assessment ofthe Board in fulfilling its
role to lead byexample topromote a
positive cultureinline withour values.
See the Board effectiveness review
outcomes on page 108
The Board monitors the culture through
various qualitative and quantitative
measures that provide insight into the
culture of the Group. As the business
continues to grow and evolve, this
oversight is vital to ensure our culture is
retained across all areas of the business.
This year, there has been a strong focus
on embedding sustainability across
Ocado as part of our culture, and the
Board discussed and provided feedback
on the new sustainability framework
forthe Group. A Corporate Scorecard
that includes employee-related metrics
was also introduced this year, which will
aid the Board in ensuring that the
strategy and culture are aligned.
The Board recognises the importance of having the
necessary culture in place in order to further our
purpose and achieve our strategic objectives.
100
OCADO GROUP PLC Annual Report and Accounts 2024

Workforce policies
andpractices
The Board takes responsibility for all
workforce policies and practices to
ensure they are consistent with the
Group’s values and support its long-term
sustainable success. The Board reviews
and approves all significant policies that
impact our workforce to ensure that our
policies and practices continue to reflect
our values and the desired behaviours to
embed the culture.
Employees undertake mandatory training
on key policies to ensure that they are
properly understood and to help embed
the principles as part of our culture. A
new gamified Ocado Code training
launched this year to provide a more
engaging experience. The Board also
reviewed and approved the Gender Pay
Gap Report and the Remuneration
Committee reviewed the annual Group-
wide Report on Remuneration, including
share plans and benefits. This enabled
oversight toensure remuneration
reflects and supports a culture where
our people feelvalued and motivated to
achieve ourobjectives. The People
Committee received reports on
seniormanagement and leadership
development, including training on
diversity and inclusion-related matters.
This enabled assessment of the support
provided to management to enable them
to take an appropriate lead on the
expected behaviours that promote
aculture that reflects our values.
Read more around how we invest in
our people: pages 64-67
Employee feedback
The Board understands the central role
our people have in the long-term
success of the business and is
committed to ensuring that it
understands their views. Direct and
indirect engagement methods are used
to understand employee views and the
Board takes these into account in its
decision-making. Further information on
employee engagement is included on
page 45.
The Board reviews Employee Net
Promoter Scores (“eNPS”) and is
provided with relevant feedback from
employees through the employee survey
regarding the employee experience at
Ocado to enable a broad assessment of
the culture in line with ourvalues. This
year in Technology Solutions, new
People Management Principles were
launched and action wastaken to
provide more clarity and communication
around our values and strategy. In Ocado
Logistics, actions were undertaken to
increase employee engagement and
improve recruitment processes. In
addition, the Board is provided with
updates from the People team on
employee matters, including
engagement, recruitment, retention,
diversity and mental wellbeing.
The Non-Executive Directors attended
separate sessions with some of the
senior leadership to allow for more
informal discussions around the business
and the working environment, a valuable
way for the Directors to meet with our
future leaders.
Compliance reports
The Board is responsible for overseeing
the Group’s arrangements for the
workforce to be able to raise matters
ofconcern and seeks to foster an
environment where individuals can
beconfident about speaking up about
concerns without fear of retaliation.
TheCompany operates an externally
facilitated system where reports can be
made anonymously. More information on
our Whistleblowing Policy can be found
on page 58.
The Board and Audit Committee receives
biannual reports onsubmissions through
the system, andraised outside the
system through management, including
the issues raised, investigations
undertaken and outcomes, including
actions taken. Various metrics including
the number ofreports, investigation
completion ratesand outcomes are
monitored and the results this year
confirmed the system continues to
function effectively.
The Audit Committee also receives
compliance reports, including statistics
on the use ofcompliance tools and
compliance training, with good
completion rates this year indicating a
high level of engagement across the
Group. TheAuditCommittee Chair
provides update reports at Board
meetings, including highlights from these
reports and any issues raised requiring
further discussion by the Board. These
reports enable oversight of workforce
engagement with regulatory
requirements and compliance,
includingrisks and concerns
identifiedacross the workforce.
Health, safety and wellbeing
reports and statistics
The safety and wellbeing of employees is
of paramount importance to the Board
and in ensuring a positive culture. The
Board reviews health, safety and mental
wellbeing metrics and reports, including
injury rates, safety incidents and risk
assessment results. This enables the
Board to assess the effectiveness of
safety practices and behaviours, as well
as possible risks, and any actions
required.
This year, the Board discussed ways to
improve both internal and external health
and safety reporting. Following this, a
new dashboard tracking key metrics, to
be presented at Board meetings, was
agreed and the Board approved the
updated HSFE Policy.
101OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Corporate governance
The Board considers strong governance essential to delivering our strategy and ensuring the Group’s long-term success.
Asystem based on accountability and responsibility, transparency and effective controls is necessary for the Board
tobeabletoprovide effective strategic leadership.
The governance framework provides the
structure to make decisions and achieve
the strategic objectives within an
established framework of prudent and
effective controls. The framework of
Board and governance committees and
clearly stated levels of authority creates
clear lines of accountability and effective
oversight. This also facilitates timely
decision-making at the correct level
andensures responsibilities are clear.
Through the facilitation of information-
sharing, the Board is able to exercise
effective oversight, monitor performance
and take informed decisions. This also
ensures an understanding across the
business of the strategic objectives
toenable effective decision-making
atalllevels of the organisation aligned
withstrategy.
The framework has established reporting
channels to ensure the Board is able to
conduct effective discussions and
informed decision-making. The
Committee Chairs report at Board
meetings on the discussions that have
taken place at Committee meetings,
including any issues that require Board
input, any matters for Board approval
and any actions taken. The Executive
Directors, and other members of senior
management as appropriate, provide
reports at Board meetings covering all
areas of the business. Through reporting,
including the use of both financial and
non-financial metrics, the Board is able
to evaluate and guide the progress and
performance of the Group. The Board
Committees are utilised to ensure the
Board has sufficient time for discussion
and is able to focus on strategic matters.
The Board maintains a formal Schedule of
Matters Reserved for the Board, including
decisions regarding strategy, financing,
capital structure and risk appetite,
andaDelegations of Authority Policy.
Duringthe year, the Board reviewed
andapproved anupdated Schedule
ofMatters Reserved for the Board.
Directors can, where they judge it
tobenecessary to discharge their
responsibilities as Directors, obtain
independent professional advice at
theCompany’s expense. The Board
Committees have access to sufficient
resources to discharge their duties,
including external consultants and
advisors, and access to internal resources
and relevant personnel. During the year,
noDirectors raised any concerns about
the operation of the Board or the
management of the Company.
Board of Directors
The Board is primarily responsible for setting the Group strategy to deliver sustainable long-term value
to our investors and other stakeholders, providing effective oversight and challenge to senior
management regarding the implementation of the strategy and ensuring an effective risk management
and internal control system is in place.
Executive Committee
The Executive Committee is responsible for the day-to-day management of the business, carrying out
and overseeing operational management, and implementing the strategic objectives set by the Board.
Board Committees
The Board delegates certain matters to three Board Committees to enable
effective oversight whilst allowing the Board to focus on strategic matters.
Audit Committee
Oversees the Group’s financial
reporting, risk management and
internal control systems, the
relationship with the external
auditor and the effectiveness
ofthe Internal Audit function.
See pages 114-123
Governance Committees
The Governance Committees provide oversight on key business activities and risks, and
report to the Executive Committee and the Board or Board Committees as appropriate.
Risk Committee
Information Security Committee
Treasury Committee
Global HSE Committee
DisclosureCommittee
Capital Expenditure Group
Personal Data Committee
IT Operating Committee
Sustainability Committee
Remuneration Committee
Establishes and manages the
Group’s Remuneration Policy and
oversees remuneration and
workforce policies.
See pages 124-147
People Committee
Oversees composition and
succession planning for the
Board,senior management
succession planning and people
engagement issues.
See pages 109-113
102 OCADO GROUP PLC Annual Report and Accounts 2024

The role descriptions for the CEO, Chair, Senior Independent Director and DNED are set out in writing and provide a system
ofchecks and balances to ensure no individual has unfettered decision-making power.
Non-Executive
Non-Executive Directors
• Provide support and constructive challenge to the
ExecutiveDirectors.
• Monitor the delivery of the Group’s strategy within
the riskand control framework set by the Board.
• Provide an external perspective and bring a
diverse range ofskills and experience to the Board’s
decision-making.
• Oversee the appointment and removal and
determineappropriate levels of remuneration
fortheExecutive Directors.
Chair
• Provides effective leadership of the Board.
• Promotes high standards of governance and ensures
theeffectiveness of the Board in directing the Group.
• Sets the Board’s agenda to ensure sufficient time for
discussions and effective decision-making and
ensures theBoard is properly briefed.
• Ensures that all Directors make an effective
contribution to theBoard and actively encourages
participation in meetings.
• Promotes a culture of openness, constructive debate
andchallenge on the Board.
Senior Independent Director
• Supports and acts as a sounding board for the Chair.
• Is available to shareholders if they have concerns.
• Meets, at least annually, with the Non-Executive
Directors without the Chair present to appraise the
performance oftheChair.
• Acts as an intermediary for the other Directors
whennecessary.
DNED
• Understands the views of the workforce and
identifies anyareas of concern.
• Provides regular updates to the Board on the views
oftheworkforce.
• Ensures the Board considers the workforce
indecision-making.
• Explains to the workforce the Company’s policy
onexecutiveremuneration.
Executive
Executive Committee
• Oversees the day-to-day management of the
Group’soperations.
• Executes the strategic objectives agreed by the
Board anddevelops plans in collaboration with the
Board toimplement strategy.
• Ensures the Board is properly informed of important
andstrategic issues within the business.
• Undertakes certain aspects of the Board’s
responsibilities asdelegated.
Chief Executive Officer
• Responsible for the day-to-day running of the Group
andtheperformance of the business.
• Responsible for the implementation of strategy
anddecisionsof the Board.
• Provides clear and visible leadership.
• Represents management on the Board.
Group General Counsel and Company Secretary
• Ensures compliance with Board procedures.
• Implements and oversees the governance framework.
• Ensures that information flows between management,
theBoard and its Committees.
• Advises the Directors, as required, on regulatory
complianceand corporate governance.
Board roles
103OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Board composition
Board composition
The Board recognises the importance of
monitoring the composition of the Board
to ensure it has the skills and experience
required to enable sustainable success.
The Board recruits and develops
Directors who will provide a positive
contribution to the business. The
composition of the Board and Board
Committees is continually assessed by
the Chair and kept under review by the
People Committee, to ensure an
appropriate balance of skills and
experience is maintained. The
composition is more formally reviewed
annually by the People Committee and
as part of the Board effectiveness review
process. For more information see pages
107, 109 and 110. Each Board member is
asked to identify their own skills and
experience annually to enable a more
rounded assessment of the Board
composition. The skills and experience
identified are shown below.
Board diversity
The Board believes that a diverse
composition, encompassing gender,
ethnicity and diverse social
backgrounds, leads to more favourable
outcomes and enhanced decision-
making. Consequently, the Board is
dedicated to promoting diversity within
its own ranks and among senior
management. For more information on
the Board’s approach to diversity,
including the Board Diversity Policy, see
pages 112 and 113. The Board confirms
its own diversity characteristics annually,
taking into account less tangible factors,
such as previous qualifications. See the
outcomes in the graphs below.
See how Ocado considers DE&I:
page 66 and the website
www.ocadogroup.com/sustainability/
diversity-and-inclusion
Board diversity characteristics
Age
Key:
Under 56 – 5
56-70 – 6
Disability
Key:
No – 11
Educated outside of the UK
Key:
Yes – 3
No – 8
Ethnic group
Key:
White – 9
Black/African/Caribbean/Black British – 1
Other minority ethnic group – 1
Highest level of educational attainment
Key:
Level 6 – (Bachelors degree or similar) – 8
Level 7 – (Master's degree or similar) – 2
Level 8 – (Doctorate (PHD, DPhil) – 1
Sexual orientation
Key:
Heterosexual/Straight – 11
Combination of skills and experience as identified
by the Board
Key
:
Chairship
Number of Directors with the skill or experience
Highly competent
4 11
Risk management
7 11
Climate governance
11
Political affairs
1 9
Workforce engagement
4 11
International board experience
7 11
International business relationships
8 11
Prior FTSE board experience
5 8
Financial acumen
8 11
Technology
4 11
Investor relations
5 11
Retail industry
5 11
Marketing
2 11
Governance
9 11
Grocery industry
3 10
Business development
8 11
Operations management
6 11
Change management
7 11
1
104 OCADO GROUP PLC Annual Report and Accounts 2024

Board independence
The Non-Executive Directors play a vital
role in holding the Executive Directors
toaccount against agreed performance
objectives and scrutinising the
performance of senior management.
Inaddition, independent insight and
anexternal perspective support better
decision-making. During the year, the
number of Executive Directors was
reduced to ensure a high level
ofindependence on the Board.
At1 December 2024, the Board
comprised 11 Directors, including 8
Non-Executive Directors but excluding
the Chair (who was independent on
appointment), all determined to be
independent, and 2 Executive Directors.
Theindependence of the Non-Executive
Directors is assessed annually, including
their lengthof tenure and relationships or
othercircumstances that are likely to,
orcould appear to, impair a Director’s
judgement. Following review by the
People Committee in February 2025, it
was determined the Non-Executive
Directors remain independent,
notwithstanding the length of tenure of
Jörn Rausing and Andrew Harrison.
Thecomposition of all threeBoard
Committees complied inallrespects
withthe independence provisions
oftheCode during the period.
Jörn Rausing
The Board has continued to closely
scrutinise the factors relevant to its
determination of the independence of
Non-Executive Director Jörn Rausing.
This is due to the length of tenure, as a
Director for 21 years, and because Jörn
is a beneficiary of the Apple III Trust,
which owns Apple III Limited (together,
“Apple”), a significant (approximately
10%) shareholder of the Company.
Jörnis not a representative of Apple,
nordoes Apple have any right to appoint
a Director to the Board. The Board
considers Jörn’s continuing directorship
to benefit the Group due to his
significant business experience and
international expertise, coupled with
in-depth knowledge of the Group, and
bringing a long-term perspective to the
Board’s decision-making. The Board
considers Jörn to be independent. Jörn
has stood for re-election annually since
2011 and on each occasion has been
re-elected by a substantial majority
ofshareholders.
External commitments
The Company is mindful of the time
commitment required from Non-
Executive Directors in order to effectively
fulfil their responsibilities on the Board.
Prior to appointment, prospective
directors provide details of any other
roles or significant obligations that may
affect the time available for them to
commit to the Company. Each Non-
Executive Director’s appointment letter
includes the minimum time commitment
required for the role. The Chair and the
Board are informed by each Director of
any proposed external appointments or
other significant commitments as they
arise and these are monitored to ensure
they have sufficient time to fulfil their
obligations. Chair approval is required
prior to a Director taking on any
additional external appointment. The
Company monitors and remains
compliant with the applicable
shareholder advisory groups’ guidance
on “overboarding”.
Director biographies: pages 92-95
Conflicts of interest
Ocado has a Conflicts of Interest Policy
in place applicable to our workforce,
including the Directors. In addition, the
Board has established formal
procedures, detailed in the Director
Conflicts of Interest and Related Parties
Policy, for the declaration, review and
authorisation of any conflicts of interest
of Board members.
Prior to their appointment, Gavin
Patterson and Adam Warby disclosed
any conflicts of interest or potential
conflicts to the Company. Each Director
is required to disclose conflicts and
potential conflicts to the Chair and the
Group General Counsel and Company
Secretary as and when they arise, with
an opportunity to disclose conflicts at
the beginning of each Board and
Committee meeting based on the
matters to be discussed.
When a Director seeks to take on
additional external responsibilities, the
Director discusses the potential position
with the Chair and approval will only be
given once the Chair is satisfied and the
Director confirms that, as far as they are
aware, there are no conflicts of interest.
A formal annual review is undertaken
toensure the information is up to date
and a register is maintained by the
GroupGeneral Counsel and
CompanySecretary.
There were no actual conflicts of interest
declared to the Company this year by the
Directors between their duties to the
Company and their private interests and/
or other duties, except in the case of the
Executive Directors, each of whom holds
the position of Director of the Company
and director of a number of Group
subsidiary companies.
Ocado Retail Limited (“ORL”)
and conflicts of interest
Tim Steiner and Stephen Daintith are
Ocado-appointed directors on the ORL
board. Notwithstanding their Companies
Act 2006 duties and obligations under
the Articles, they are subject to the
provisions of the ORL articles of
association and to the provisions within
the ORL shareholders’ agreement
onconflicts of interest and related
partymatters.
Independence, external commitments and conflicts
105OCADO GROUP PLC Annual Report and Accounts 2024
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Appointment, induction, training and development
Appointments to the Board
The People Committee is responsible for
overseeing the selection of individuals to
serve on the Board and provides
recommendations to the Board regarding
these appointments. The Committee also
ensures there are succession plans in
place to ensure a smooth transition for
the Board and senior management when
needed. Appointments and succession
plans are based on merit and assessed
against objective criteria, with the
promotion of diversity a central
consideration. See pages 109-112 for
information on the appointment
procedure and succession planning.
Director re-election
Each Director is required under the
Articles to retire at every annual general
meeting and submit themselves for
re-election by shareholders. At the 2024
Annual General Meeting (“AGM”), all the
Directors stood for appointment or
re-appointment, andwere duly elected
or re-elected.
At the 2025 AGM, all of the current
Directors, except Gavin Patterson and
Adam Warby, will submit themselves for
re-election byshareholders. Gavin and
Adam are subject to appointment by
shareholders, having joined the Board on
1 June 2024 and 1 November 2024
respectively. This Report, and in particular
the Board biographies on pages 92-95,
sets out the contribution of each Director
to the Company and, on this basis, the
Board and specifically the Chair, believes
each Director proposed for election or
re-election at the AGM should be
re-appointed or appointed.
The foundation for the Board’s
recommendations for election or
re-election, in part, are based on its
review oftheresults from the annual
Board effectiveness review, the reviews
oftheExecutive Directors conducted
atmeetings of the Non-Executive
Directors and the Chair’s review of
individual Directors, and, on that basis,
confirms that each Director has
demonstrated substantial commitment
totheir role, taking into account a
number ofconsiderations including
outsidecommitments.
Board induction, training
and professional
development
On joining the Board, it is the
responsibility of the Chair and the
GroupGeneral Counsel and Company
Secretary to ensure the newly appointed
Directors undergo a thorough and
personalised induction process,
takinginto consideration their specific
background and experience and
anyCommittees they will be joining.
Thisisdemonstrated in the induction
programme undertaken by Adam Warby,
as detailed below. Gavin Patterson also
underwent a similar thorough induction
to understand the business and the role
and responsibilities of a director.
During the year, the Board members
enhanced their professional
development with training and deep-dive
briefings on a range ofmatters, from
both external advisors and internal
subject matter experts. The Board had
specific sessions on the uses ofArtificial
Intelligence and fast delivery of OSP. The
Remuneration Committee received
updates from the Committee’s
remuneration advisors covering
governance and developments in
executive remuneration. The Audit
Committee received writtentechnical
updates from the external auditor to
keep it abreast of the latest accounting,
auditing, tax and
reportingdevelopments.
Adam Warby Board induction programme
Director role and
responsibilities
Strategy and
business model
Corporate
governance
Culture
and people
• Met with the Group
General Counsel and
Company Secretary and
Chief Compliance Officer
to discuss the role of
director and
responsibilities, including
the Company’s process for
share dealing, insider lists,
conflicts of interest and
related parties.
• Training session with the
Group’s external legal
advisors on director duties
and continuing obligations
for listed companies.
• Met with both the outgoing
chair and CEO to discuss
Ocado’s strategy and
business model, and key
strategic and business
matters.
• Met with the CFO to discuss
the Group’s financial
performance and the
five-year plan.
• Met with senior
management from across
Technology Solutions and
Ocado Logistics including
the CEO, Ocado Intelligent
Automation, CEO, Ocado
Solutions, CEO, Ocado
Technology, and Managing
Director, Ocado Logistics.
• Met with the CEO of ORL.
• Met with the Group General
Counsel and Company
Secretary and Chief
Compliance Officer to
review Ocado’s governance
framework, Board and
Committee procedures, and
stakeholder engagement.
• Met with the Sustainability
Director on sustainability
matters, including
regulatory reporting and the
Group sustainability
framework.
• Met with the external
auditpartner.
• Access to policies and
procedures including the
Schedule of Matters
Reserved for the Board,
Committee Terms
ofReference and policies
regarding anti-bribery,
fraudprevention and
sharedealing.
• Access to the online
employee induction
programme provided to
allnew joiners, including
information on the history
oftheGroup, Ocado’s
solutions and technology,
and values and culture.
• Met with the Chief People
Officer on matters including
engagement, DE&I,
succession planning, talent,
leadership and people
development.
• Site visits to the Luton CFC,
Bicester CFC, the
development centre at
Swiftfields and Ocado’s
head office.
• Met with various Non-
Executive Directors and
members of management.
106 OCADO GROUP PLC Annual Report and Accounts 2024

Board effectiveness review
Our annual effectiveness review process provides the Board and its Committees with an opportunity to consider and reflect on
the quality and effectiveness of their decision-making and for each Director to consider their own contribution and performance.
The Directors consider the evaluation of the effectiveness of the Board and its Committees to be an important aspect of
corporate governance and, for FY24, it was agreed that the review be externally facilitated, to provide an in-depth independent
review of the Board’s current performance and culture. Separately, the effectiveness of the Committees is discussed by the
People Committee, including in relation to the composition, experience and tenure of the Directors.
Process of the externally facilitated review
FY24 effectiveness review process
1
Dr Tracy Long of Boardroom Review Ltd was
appointed as the external facilitator of the 2024
review. Tracy was selected based on her approach
to the review, including the proposed themes to
cover, and her significant experience working with
many listed boards. Tracy is independent of and
hasno other links with the Company or its Directors.
Selection of the independent provider
Board dynamics, culture
andcontribution
Blend of voices and quality
ofdebate
Skill sets and diversity of
background/thought,
alignedwith strategy
Choreography, tenure and
Board succession planning
Quality of onboarding and
development, CoSec support
and external advisors
Preparation, effectiveness
ofmeetings and quality
ofinformation
A shared understanding
ofpurpose, values and
strategic alignment
Attention to execution,
performance andgrowth
Focus on transformation,
security and sustainability
Risk and controls culture
– clarity and accountability
ofthe lines ofdefence
Stakeholder engagement
Executive leadership
Attention to culture, DE&I and
workforce engagement
Executive remuneration and
incentive setting
• End of 2023
Tracy met with the outgoing Chair (at the time of
the review) Rick Haythornthwaite, and other key
internal stakeholders to discuss the proposed
context of the review, as well as with the Senior
Independent Director to finalise the approach
before it was confirmed at the February 2024
People Committee.
• March 2024
Tracy reviewed key Company strategic and
business documents, policies and recent Board
and Committee agendas, papers and minutes.
• March/April 2024
Interviews took place with each Director, the
Executive Committee members, the Group
General Counsel and Company Secretary and the
Chief Compliance Officer. Questions related to
the work of the Board dynamics, culture and
contribution, Board composition, attention
tostrategy, risk, people and governance.
2
Relationships, roles and
responsibilities
Visibility of landscape
(competition, customer,
technology, regulatory)
Interview topics
Design and approach of the review
• April 2024
Tracy observed the Board meeting in action.
• June 2024
Tracy facilitated a Board discussion as part
oftheannual Board strategy meeting where
shepresented the findings.
• July/August 2024
Additional follow-up meetings with the outgoing
Chair, Senior Independent Director and Chief
People Officer took place to discuss the themes
and actions arising from the Board discussion
inmoredetail.
3
• September 2024
The outgoing Chair facilitated a follow-on Board
discussion. The discussion enabled the Board to
align on the key themes, confirm whether there
were any other areas to raise and ensure the
actions to take forward were appropriate and
clear.
Review and discussion of the findings andrecommended actions
107OCADO GROUP PLC Annual Report and Accounts 2024
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Board effectiveness review continued
Progress against
FY23actions
The following strategic priorities were
identified during the FY23 effectiveness
review and outlined in last year’s
AnnualReport:
• Becoming partner-centric, including
ensuring technology investments are
aligned with our partners’ needs and
truly listening to our partners and
responding to their feedback;
• OSP partner success, including
ensuring the success and growth
ofexisting partners and leveraging our
Partner Successteams;
• Supporting the success of OIA,
including appropriate scrutiny of
progress on OIA prospects and
balancing investment with future
possible business; and
• Oversight of the ORL strategy,
succession planning and ESG.
These strategic priorities are monitored
regularly and a number of updates have
been included on the Board agendas,
including in June 2024 when the Board
delved deeper into partner success,
including the relationship with a number
of OSP partners, current challenges and
risks, and the near-term plan to ensure
the Company becomes partner-centric.
A number of the FY23 priorities are
consistent with the actions identified
from the FY24 review and will be taken
forward in 2025.
You can read more about the FY24 Board
strategy meeting on page 98 and how
business units have addressed these
strategic priorities in their reports.
Technology Solutions:
pages18-21
Ocado Intelligent Automation:
page 19
Ocado Logistics:
pages 22-23
Ocado Retail:
pages 24-25
Committee effectiveness
Committee effectiveness was taken into
consideration during the review and it
was perceived that the Committees
operated effectively and they were led
by effective Committee Chairs.
Chair and individual
Directoreffectiveness
As part of the external effectiveness
review, the Senior Independent Director
undertook the review of the outgoing
Chair’s performance, requesting
feedback from the Board and key
management, and sharing the feedback
with the Chair directly. The Senior
Independent Director will review the
current Chair’s performance and
effectiveness in 2025.
The external effectiveness review was
an opportunity for all Non-Executive
Directors to share their views on the
effectiveness of other Non-Executive
Directors. The current Chair and/or the
SeniorIndependent Director will review
individual performance in 2025.
Key observations and actions
There were three key themes with associated actions as a result of the externally facilitated review, some of which have been
implemented in FY24. Adam Warby, as new Chair, has reviewed the findings and is keeping these under consideration as he
assesses priorities for Ocado in FY25:
Theme Actions
Optimising strategic
discussions and
quality ofBoard
conversations
• Keep under review the Board’s strategic priorities.
• Structure Board agendas to emphasise and allow more time for strategic discussions and
debate, including around Group performance, partners and geography, strategic risks and
technology.
• Further embed partner-centric behaviours in the organisation and provide more client
insight to help with decisions that are customer centric.
Preparation for new
Chair and Senior
Independent Director
• The People Committee to focus on the recruitment process for the current Chair and new
Senior Independent Director, ensuring there is focus on the right skills (including softer
skills), cross-sector experience and attributes that will complement the current Board and
provide theright direction and focus.
Board culture and
dynamics
• Re-assess the Company’s culture and ensure this is monitored regularly by the Board.
• Review and monitor Board culture.
• Review the attendance of Executive Committee members at Board meetings.
• Extend governance understanding within the Executive Committee.
108 OCADO GROUP PLC Annual Report and Accounts 2024

People Committee Report
Andrew Harrison
Chair
Committee membership and meeting
attendanceduring FY24
Meetings attended/possible
meetings the Director could
have attended
Andrew Harrison (Chair) 6/6
Jörn Rausing 6/6
Emma Lloyd 5/6
Julie Southern 6/6
Nadia Shouraboura 6/6
Rachel Osborne 6/6
Julia M. Brown 6/6
Gavin Patterson (joined 1 June 2024) 2/2*
Adam Warby (joined 1 November 2024) N/A**
* Gavin Patterson joined the Committee partway through the year and subsequently attended all meetings
in the period of their membership.
** Since joining, no meetings have taken place.
Key responsibilities
• Board composition and succession.
• Executive and senior management succession planning.
• Board effectiveness.
• People engagement, including promoting a culture of diversity
andinclusion.
Committee changes in the year:
RickHaythornthwaite stepped down
from the Board andPeople Committee
on 30 November2024; Gavin
Patterson joined the People
Committee on 1 June 2024; and Adam
Warby joined on 1 November 2024.
Biographies of the Directors are
set out on pages 92-95
Terms of Reference:
www.ocadogroup.com/investors/
corporate-governance
Letter from the Chair
ofthePeople Committee
I am pleased to present the People
Committee (the “Committee”) Report for
the year ended 1 December 2024. This
report provides shareholders with an
understanding of the Committee’s main
activities and areas of focus.
During the year, the Committee
continued to embed its expanded remit,
focusing on shaping the workforce and
culture of Ocado whilst strengthening
the connection between the Board
andour people. The key activity of the
Committee remains underpinned by
ourcontinued review of our Board and
Committee composition, in particular
ensuring the Board possesses the skills,
experience and diversity necessary for
effective leadership and successful
delivery of our strategy, whilst
considering the tenure of our Directors.
Areas of focus and
activitiesin FY24
Chair succession
A significant area of focus this year
related to the Chair succession process
and the appointment of Adam Warby as
our new Chair. Adam brings extensive
executive experience in the technology
sector and a strong track record
inseniorboard leadership roles.
Furtherinformation on the Chair
succession considerations and
appointment process can be found
onpage 111.
To support these changes, the Board
asked me to extend my tenure by
another year asSenior Independent
Director (“SID”) and Designated Non-
Executive Director (“DNED”) for
Workforce Engagement by an additional
12 months beyond the conclusion of my
nine-year term in March 2025. This
extension will provide stability and
continuity, particularly while Adam
orientates himself with the Company and
his roleasChair.
Wider Board developments
andappointments
The Committee oversaw a number of
significant changes to the Board. Firstly,
Iwould like to thank Mark Richardson
andNeill Abrams who stepped down
asExecutive Directors of the Board on
2 February 2024. Both continue to hold
executive roles within Ocado, with Mark
focusing on his role as CEO, Ocado
Intelligent Automation, and Neill
maintaining his responsibilities as Group
General Counsel and Company Secretary.
109OCADO GROUP PLC Annual Report and Accounts 2024
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These changes align the Board more
closely with a conventional structure and
enhance independent oversight while
allowing Mark and Neillto focus on
operational and strategic execution.
We continually keep the structure,
sizeand composition ofthe Board
anditsCommittees under review, taking
into accountdiversity and independence.
In the year, the Committee also reviewed
a detailedskills matrix, supported by
aself-assessment analysis byeach
Director, toexamine current Board
knowledge, experience and skills,and
any perceived gaps.
Outcome
The review resulted in Mark Richardson
and Neill Abrams stepping down as
Executive Directors, the appointment
ofGavin Patterson as Non-Executive
Director and the extension of my tenure
asSID and DNED forWorkforce
Engagement.
Looking ahead, the Committee remains
focused on Non-Executive Director
succession planning to ensure the Board
retains the right skills and experience for
Ocado’s long-term strategy. Given I and
Emma Lloyd are nearing the end of our
tenures on the Board, the Committee is
reviewing future Board composition,
including the SID and DNED roles. This
process will help identify and address any
skill gaps, ensuring the Board remains
well-equipped to support the business in
a dynamic marketplace.
Following a thorough search process for
a new Independent Non-Executive
Director, Gavin Patterson joined the
Board and the People and Remuneration
Committees with effect from 1 June
2024. He brings significant multinational
leadership experience in technology,
having served as President and Chief
Revenue Officer of Salesforce Inc. He
also brings considerable expertise
leading large multinational organisations
and highly relevant experience of the
global marketplace for platform services.
You can read more about Gavin’s
appointment process on page 112.
Management succession
planning
The Committee continued to engage
actively in management succession
planning, ensuring leadership capabilities
align with our strategic priorities. The
Committee conducted areview of the
senior management succession pipeline,
including defining key successors and
critical roles, emphasising the
development of internal talent and
ensuring the leadership structure
supports Ocado’s future needs.
Outcome
A Talent Working Group, made up
ofsome of the People Committee
members, the Chair, CEO and Chief
People Officer, was established to
provide further oversight and drive the
desiredchanges. Updates from
thesemeetings were provided to the
Committee and Board to ensure it
remained aligned on the priorities.
Diversity, equity and inclusion
The Committee acknowledges the
significance of DE&I, not only within the
boardroom but also across Ocado. We
know that embracing diversity and
fostering an inclusive culture remain
critical to Ocado’s long-term success.
When looking at Board appointments
and management succession, the
Committee considered diversity within
the succession pipeline, reflectingour
commitment to building aleadership
team that represents ourpeople and
communities. This is supported by the
diversity initiatives, see pages 64-66.
Inits definition of diversity, the Board
encompasses a wide range of factors,
such as skills, backgrounds, gender, race,
age, knowledge, experience, sexual
orientation, socioeconomic background
and disability.
During the year, the Committee received
a detailed update on the progress being
made with the DE&I strategy, including
target-setting and pay reporting. The
Committee also reviewed the Board
Diversity Policy this year and agreed that
the Policy remained fit for purpose and
that no amendments were necessary.
The objectives of the Policy and details
ofprogress are set out on page 113.
Group workforce matters
andpeople engagement
In the year, the Non-Executive Directors
attended talent lunches and other
eventsto meet and get to know the
talent pool and to form their own view
onengagement and keyissues.
Therewere also opportunities for key
talent to present at Board meetings
andthe Board strategy meeting.
Discussions at meetings this year covered
deep dives into listening, culture and
engagement in the Technology Solutions
business, and a review of the colleague
experience in the Ocado Logistics
business. Topics of discussion included
the embedding of performance and talent
framework and the introduction of the
new people management principles, and
feedback received through our employee
listening tool, Peakon.
In my role as DNED I make sure I get
outinto the business and speak to
employees to listen to their views and
ensure they are heard in the boardroom.
You can read more on page 100.
Leadership development
The Committee received deep dives
oneach business during the year with
regard to the development of the
management team. The Committee
received regular updates on initiatives
tosupport leadership development
suchas the Leadership Academy
andannual executive talent reviews.
Board effectiveness
The Committee oversaw this year’s
externally-facilitated Board effectiveness
review, led by Dr Tracy Long of
Boardroom Review Ltd, which
considered the effectiveness of the
Board and Committees. See pages
107-108.
As part of the annual Director
effectiveness review, the Committee
evaluated the combination of skills,
experience, diversity, independence,
knowledge and tenure on the Board and
itsCommittees, as well as independence
and time commitment of the Non-
Executive Directors to ensure they
continued tohave the time to commit to
the Board.
Priorities for FY25
We continue to prioritise the development
of our Board and Committees and
management, ensuring the Board and
Executive Committee reflect our culture
and support our strategic priorities. This
commitment will remain a key focus for
the Committee in the coming year.
Andrew Harrison
Committee Chair
27 February 2025
People Committee Report continued
110 OCADO GROUP PLC Annual Report and Accounts 2024

Board appointment process
Role requirements
Define role
criteria,including
skills, experience,
and diversity,
aligned with
businesspriorities.
Interview process
Shortlist and
interview candidates
with input fromkey
stakeholders.
Candidate search
Engage external
advisor to create a
list of potential
candidates who
meet role criteria
and diversity goals.
Committee approval
The People
Committee evaluates
candidates, ensures
criteria are met and
recommends a
preferred choice.
Board approval
The Board finalises
the appointment and
the appointment is
announced in line
with regulatory
requirements.
Case study
Chair succession process
1
Background
In April 2024, Rick Haythornthwaite
announced his intention not to seek
re-election at the 2025 AGM due
tothe increase in his commitments as
Group Chair of NatWest Group plc.
Rick assured the Board of his full
commitment to Ocado for the
remainder of his tenure and, following
careful consideration, the Committee
concluded Rick could dedicate
sufficient time to fulfil his
responsibilities and continue
providing effective leadership during
the transition. The Committee
immediately initiated a search for
anew Chair, engaging Korn Ferry,
anindependent executive search
consultancy. Korn Ferry has no
otherconnections with Ocado.
2
Defining the role
The Committee set clear criteria to guide
the search for the new Chair, focusing on
the professional experience, capabilities
and personal qualities required. The
criteria prioritised board experience in
large-scale technology companies with
astrong track record of working with
high-calibre CEOs, requiring expertise
inpartner success, scaling businesses,
supporting organisations through
rapidchange, and leading board and
succession planning efforts. Candidates
required asolid understanding of
corporate governance balanced with
agility and theability to manage
relationships with key stakeholders,
including our partners and investors.
3
Candidate selection
Korn Ferry compiled a longlist of
candidates based on the agreed role
criteria, with consideration of the
Board Diversity Policy. Following
initial screening, the Committee
shortlisted several individuals and
due diligence was carried out to
confirm the shortlisted candidates’
time capacity, potential conflicts of
interest and suitability for the role.
Candidates met with one or both of
myself and the Chief People Officer,
followed by the CEO. Given the
critical importance of the CEO-Chair
relationship, the CEO’s feedback
wasconsidered key. Candidates
alsomet with Non-Executive
Directors and key members
ofexecutive management.
4
Appointment
Following this rigorous selection
process,the Committee recommended
Adam Warby for appointment as Chair.
The Committee concluded that Adam
brings extensive executive experience
inthe technology sector, a strong track
record of leading global organisations,
experience working in consultancy with
partners and the strategic insight
needed to guide the Company through
its next phase of growth. The Board
approved Adam’s formal appointment.
5
Induction
Adam’s intensive induction programme
isstructured to equip him with the
knowledge required to engage
effectively in Board meetings,
consistentwith the onboarding
ofotherNon-Executive Directors.
Thisprogramme is further tailored
tosupport the oversight and
leadershipcapabilities necessary
fortherole of Chair.
Full inductionprogramme:
page 106
111OCADO GROUP PLC Annual Report and Accounts 2024
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People Committee Report continued
Appointment process
forGavin Patterson
The Committee engaged independent
executive search agency Korn Ferry for
the search of a new Independent
Non-Executive Director. The Company
and the Directors have no other
connection with Korn Ferry. In line with
Board effectiveness review feedback,
acandidate skills matrix was created
toassess potential candidates
againstkey criteria, including the
capabilities, experience and
personalattributes required.
The Committee sought a Non-Executive
Director with senior leadership
experience, strong NED experience,
expertise in the retail, technology
orconsulting sectors, international
experience and a strong
marketreputation.
Following a thorough search with
consideration of the Board Diversity
Policy, multiple candidates were
interviewed by a combination of Andrew
Harrison and the outgoing Chair, and
Executive andNon-Executive Directors.
The Committee recommended to the
Board the appointment of Gavin, given
his capabilities, skills and previous
experience and the Board approved
Gavin’sappointment.
Reporting in alignment with
UK Listing Rules provisions
We report our Board and executive
management (our Executive Committee)
diversity data as at 1 December 2024 in
accordance with the UK Listing Rules
disclosure requirements and our
progress in meeting the UK Listing Rules
board diversitytargets.
Female representation on the Board
currently meets the UK Listing Rules
target of 40%. We also meet the
requirement ofhaving at least one
Director from an ethnic minority
background on the Board.
Although in the year we have not met the
target of having at least one senior Board
position being held by a woman, we are
pleased to report that the Chairs of our
Audit Committee and Remuneration
Committee are women. The Board is
committed to continued enhancement
ofits diversity as set out in our Board
Diversity Policy. Although the four senior
Board positions are currently held by
men, this diversity target is considered
insuccession planning. For the wider
workforce, 2024 was the second year
wehave collected ethnicity data of our
employees and not all senior managers
disclosed their ethnicity data.
DE&I
You can read more about:
Diversity data below Board level:
pages 64 and 112
Gender diversity of the Board:
pages93 and 104
Self-identified diversity characteristics
of the Board:
page 104
Diversity in respect of all the Group’s
employees:
page 66
Approach to data collection
Gender and ethnicity data relating to the
Board, executive management and
Company Secretary is collected on an
annual basis as part of our Director
year-end confirmation in a confidential
questionnaire. The individual self-reports
(or specifies they do not wish to report)
such data. For ethnicity, the self-
reported criteria align to the
classifications as designated by the
UKOffice for National Statistics.
The same data was reported as part of
the annual Parker Review submission.
Youcan read more about our work
toensure gender equality in our
UKworkforce in our Gender Pay Gap
Report on our website.
Number of
Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
ofexecutive
management
Gender representation as at 1 December 2024
Male 6 55% 4 7 87.5%
Female 5 45%
△
0 1 12.5%
Not specified/prefer not to say – – – – –
Breakdown by ethnic background as at 1 December2024
White British or other White (including minority-white groups) 9 82% 3 6 75%
Mixed/ Multiple ethnic groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British 1 9% – – –
Other ethnic group 1 9% 1 2 25%
Not specified/prefer not to say – – – – –
1. Metrics marked with a △ symbol are subject to third-party limited assurance in accordance with ISAE 3000 (Revised) and ISAE 3410 for Greenhouse Gas emissions.
Seepage 245 for the full assurance report.
2. Under the Listing Rules, “Executive Management” is defined as the executive committee or most senior executive or managerial body below the board,
includingthecompany secretary but excluding administrative and support staff.
112 OCADO GROUP PLC Annual Report and Accounts 2024

Board Diversity Policy
Objective Progress
Ensure that the Board composition is sufficiently diverse
andreflects an appropriate balance of skills, knowledge,
independence and experience to enable it to meet its
responsibilities, duties and strategic objectives effectively.
The Committee undertakes an annual review of the
composition of the Board and its Committees, with further
discussions during the year. An assessment of the Board,
including skills, knowledge, independence and experience,
andthe strategic objectives of the Group, informs the criteria
for any new appointment to the Board. This year, the criteria
fora new Non-Executive Director included senior leadership
experience, strong NED credentials, expertise in the retail,
technology or consulting sectors, international experience
anda strong market reputation, resulting in the appointment
ofGavin Patterson.
Ensure that both appointments and succession plans
should be based on merit and objective criteria and, within
this context, should promote diversity of gender, social and
ethnic backgrounds, cognitive and personal strengths, and
the Board aims that there should be:
• at least 40% female Board representation;
• at least one Board member from a minority ethnic
background; and
• at least one senior Board position (being the Chair, CEO,
CFOand/or SID) being held by a woman.
Appointments to the Board are made on merit, with an
objective set of criteria based on the needs of the Board and
the business, and the value and importance of increased
diversity on the Board.
At 1 December 2024, 45% of the Directors on the Board were
female. Diversity will continue to be taken into account in all
recruitment processes and when we consider composition
ofour Committees.
At 1 December 2024, there was one Director who
self-identified as being ‘Black’ and one Director who
self-identified as ‘Other minority ethnic group’.
Although in the year we have not met the target of having
atleast one senior Board position being held by a woman,
weremain pleased to report the Chairs of our Audit
Committee and Remuneration Committee are women.
Thiscontinues to be addressed and factors into
successionplanning discussions.
Ensure that the Board will always seek to appoint the
best-qualified candidate, but between two candidates of
equal merit,the Board intends that, in recognition of any
disproportionate under-representation of gender diversity
onthe Board, preference will be given to a female
candidate whenmaking future appointments.
The Committee is committed to applying this principle.
Ensure that when seeking to appoint a new Director, the
search pool will be wide and where executive search firms
are used, Ocado will only engage with those that have
adopted the “Voluntary Code of Conduct for Executive
Search Firms” or equivalent code.
This year, the Committee engaged Korn Ferry to assist in
recruiting a new Non-Executive Director and specifically
requested a wide search to provide a broader range of
candidates. The recruitment process considered a longlist of
candidates, which was then reduced to a shortlist of 6 taken
forward to the interview process. Korn Ferry adopts the
“Voluntary Code of Conduct for Executive Search Firms”.
Ensure that the Board will support workforce initiatives
thatpromote a culture of diversity and inclusion.
The Board is closely connected to the Global Culture and
Inclusion team and supports the initiatives being undertaken
to promote inclusivity and diversity.
Andrew Harrison, as DNED, actively engages with a range of
employee forums and meets with the Heads of the People
and Global Listening, Culture and Engagement teams to
review listening insights, reporting on feedback, issues and
concerns raised, at every Board meeting.
Ensure that the Board will support the Committee
inidentifying women and other under-represented
groupsforpromotion into senior management roles.
The Committee reviewed and discussed the current talent
andsuccession pipeline and the Group’s plans and outcomes
regarding learning and career development programmes
designed to build a pipeline of diverse individuals in
leadership and senior management positions. Committee
members also met with female leaders and diverse emerging
talent within the business. In addition, all new senior hires
and their diversity status are reviewed on an ongoing basis.
113OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Audit Committee Report
Rachel Osborne
Chair
Committee membership and
meetingattendanceduring FY24
Meetings attended/
possible meetings the
Director could have
attended
Rachel Osborne (Chair) 8/8
Julie Southern 8/8
Andrew Harrison 8/8
Nadia Shouraboura 8/8
Key responsibilities
• Monitoring the integrity of the financial statements of the Company
andGroup.
• Reviewing the effectiveness of the Company’s risk management
andinternal control systems.
• Reviewing the Company’s systems and controls for the prevention
ofbribery, fraud, money laundering and modern slavery.
• Monitoring and reviewing the effectiveness of the Company’s Internal
Auditteam.
• Reviewing the independence and effectiveness of the external auditor,
including engagement to supply non-audit services.
• Advising the Board on the appointment, re-appointment and removal
oftheexternal auditor.
• Ensuring the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable.
• Reviewing any disclosures made by the Company in relation to Task Force
on Climate-related Financial Disclosures (“TCFD”) and climate-related
emerging risks.
Committee changes in the year:
None.
Biographies of the Directors are
set out on pages 92-95
Terms of Reference:
www.ocadogroup.com/investors/
corporate-governance
Letter from the Chair
oftheAudit Committee
I am pleased to present the Audit
Committee (the “Committee”) Report for
the year ended 1 December 2024. This
report provides shareholders with an
understanding of the Committee’s main
activities and areas of focus.
The Committee met eight times during
the year in order to discharge its
responsibilities and to enable it to play
avital role in assisting the Board in
itsoversight responsibility and
monitoring the integrity of the financial
statements of the Group and the
robustness of its risk management and
internal control systems.
We have given significant focus to the
integrity of the Group’s financial
reporting activities, including areas of
judgement and estimation, as well as
onsustainability, non-financial reporting
and regulatory horizon scanning.
Committee membership
andfinancial experience
All members of the Committee are
Independent Non-Executive Directors.
The Board is satisfied that Rachel
Osborne and Julie Southern, who are
both chartered accountants, are
suitably qualified with recent and
relevant financial experience and
competence in accounting or auditing
or both. The Committee as a whole is
deemed to have competence relevant
to the sector in which the Company
operates. Rachel Osborne possesses
in-depth comprehension of financial
management and has extensive
financial expertise, allowing her to
chair the Audit Committee effectively.
Julie Southern has extensive financial
expertise and financial acumen.
Fair, balanced and understandable
The Committee considered and
concluded that the Annual Report and
Accounts, taken as a whole, was fair,
balanced andunderstandable, and
provided theinformation necessary
forshareholders to assess the
Group’sposition, performance,
business model and strategy.
114 OCADO GROUP PLC Annual Report and Accounts 2024

Areas of focus and
activitiesin FY24
Group financial reporting
This year, the Committee continued to
prioritise issues relevant to the Group’s
financial reporting, considering key
accounting judgements and ensuring
thequality of the related disclosures.
The key areas of focus were the
management judgements concerning
theM&S joint venture contingent
consideration payment, goodwill
impairment assessment, the accounting
for Solutions revenue and the risk of
impairment of Solutions contracts,
consistent with the prior year, and the
disclosure of the deconsolidation of
Ocado Retail (“ORL”).
Sustainability and
non-financial reporting
We acknowledge the growing
importance of non-financial reporting in
offering our shareholders and other
stakeholders valuable insights into the
Company’s performance. As such, we
continued to focus on improving our
non-financial data quality and delivery of
a refreshed sustainability framework and
goals, as well as reviewing the Group’s
preparedness for upcoming new
regulatory sustainability disclosure
standards. We welcomed Julia Rowe in
the newly created role of Sustainability
Director at the beginning of this year. At
her first Committee meeting in April
2024, Julia updated the Committee on
the longer-term sustainability plan and
the changes to the governance and
ownership of sustainability.
Regulatory horizon scanning
We have also spent time understanding
the impact of the latest UK Corporate
Governance Code (the “Code”), including
discussing the plan and timeline to meet
Provision 29 in particular, which includes
new requirements for the Board of
Directors’ accountability over maintaining
an effective internal control environment.
In addition, in May 2024, the external
auditor, Deloitte held a briefing session
for management, focused on internal
controls and other key Code changes.
Risk management
andinternalcontrols
In the year, the Committee reviewed the
Group’s Enterprise Risk Management
(“ERM”) processes and procedures.
Ourmeetings included discussions
onboth existing and emerging risks,
andincluded the work we do to assess
the effectiveness of our internal controls
in mitigating their impact. The Committee
monitored progress of the plan to
implement the Code changes and
received updates on the initial proposed
list of the Company’s material controls
relating to the Group’s principal risks and
the process management had taken to
identify them. The Committee and
relevant stakeholders within the Group
will continue to work over the coming
years to keep the Board abreast of the
progress made to mature the control
environment, including finalising the list
of material controls and undertaking an
assurance gap analysis.
The Committee and the Board are
cognisant of the Company’s exposure to
cybersecurity threats and events, and
we emphasise the importance of
maintaining strong resilience. In the year,
management updated the Committee on
the integrity and adequacy of the
Group’s cybersecurity controls, a topic
that will remain an area of focus beyond
2025 as the external environment for
cybersecurity risks continues to be of
concern for the Group. Further details
relating to our statements on internal
controls and risk management are
outlined on pages 76-85.
Internal Audit
The Committee received updates from
the Head of Internal Audit on progress
against the agreed Internal Audit Plan
and key audit insights, including in
relation to governance and oversight of
business investments, where
improvements are being made to
strengthen prioritisation, financial
oversight and post-investment review
mechanisms. In relation to partner billing,
the audit confirmed minimal
discrepancies, with opportunities
identified to enhance data integrity,
automation and governance, supporting
greater accuracy and efficiency. In
relation to cybersecurity and regulatory
readiness, Ocado continues to develop
its approach to evolving regulations,
including in relation to the Network and
Information Security Directive (“NIS2”).
Internal Audit’s review highlighted areas
for further strengthening, particularly in
business continuity planning, vendor
security assessments and access
controls. In relation to fixed asset and
expense management, steps are being
taken to reduce reliance on manual
reconciliations and ensure consistent
policy application. Strengthening
financial controls and improving system
automation will further enhance
compliance and reporting accuracy.
TheCommittee continues to monitor
progress against agreed actions and
Internal Audit’s ongoing work to provide
assurance over key risks and controls.
In August 2024, anexternal quality
assessment of the Internal Audit team
was carried out byErnst & Young (“EY”)
and, following thereview, a plan to
address the report’s recommendations
was put in place and discussed by the
Committee. Youcan read more on page
119. Progress on implementation of the
plan will bemonitored throughout FY25.
Correspondence with
regulatorybodies
In August 2024, the Company received
aletter from the Financial Reporting
Council (“FRC”), which covered a review
of the Company’s Annual Report and
Accounts for the year ended 3 December
2023. The letter confirmed that no
questions or queries had been raised
following the FRC’s review. The letter
suggested a number of small areas
forimprovement in the reporting
disclosures, which we have sought
toaddress in this Annual Report.
TheCommittee reviewed and discussed
the findings and the proposed changes
to disclosures from management.
Priorities for FY25
The Committee is mindful of the evolving
regulatory environment and growing
complexities in reporting standards, and
will continue to monitor the regulatory
horizon and guidance as it is published.
Management will continue its work to
progress the Company’s preparedness
for compliance with the Code,
particularly in relation to strengthening
and embedding the framework and
effectiveness of our internal controls,
andproviding periodic updates to the
Committee and Board. Other key
strategic focus areas include continued
oversight of the Company’s significant
judgements and estimates as outlined
below, theaccounting implications of
theORL deconsolidation, monitoring
progress towards Corporate
Sustainability Reporting Directive
(“CSRD”) compliance and adapting
toother regulatory developments.
Rachel Osborne
Committee Chair
27 February 2025
115OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Audit Committee Report continued
Significant issues, judgements and estimates relating to the financial statements
The Committee assists the Board with the effective discharge of its responsibilities for financial reporting, and for ensuring that
appropriate accounting policies have been adopted and that management has made appropriate estimates and judgements.
The Committee considered the following significant issues during the year, which are largely consistent with the prior year.
Theseareas are referred to in the external auditor’s opinion on pages 156-165 and further explained in Note 1.4 to the Financial
Statements onpages 174-175. As part of these considerations, the Committee received updates from management, assessed
whether suitable accounting policies had been adopted and sought assurance from Internal Audit and the external auditor.
Provisions, contingent liabilities and contingent assets – litigation remain key significant judgements, however, management
confirmed that no changes or issues requiring the Committee’s attention had arisen during the year.
Matters
considered
Key accounting policies, judgements and key
sources of estimation uncertainty Factors considered by the Committee and outcome
Disclosure
inthe
Consolidated
Financial
Statements
Consolidation
of ORL
The Group holds 50% of the voting rights
inORL and management is required to
exercise judgement on whether the rights
granted to the Group under the ORL
shareholders’ agreement give the
Groupcontrol under IFRS 10.
In August 2024, Ocado and M&S agreed to an
intended change of control inApril 2025. As
the transfer of the determinative rights from
the Group to M&Sis highly probable within
12 months, management has concluded that
ORL meetsthe requirements of being reported
as a disposal group heldfor sale and a
discontinued operation under IFRS 5.
Reviewed and discussed various factors and agreed
with management’s assessment that, in August 2024,
as a result of the terms of the shareholders’
agreement, a change ofcontrol would be highly
probable within12 months (and no later than
by5 August2025).
Assessed the impacts of the intended change
ofcontrol in April 2025 on the Group’s financial
reporting, particularly in respect of the application
ofIFRS 5, and reporting the results of ORL and
related intra-segment eliminations as a
discontinuedoperation.
Reviewed and approved management’s proposed
approach in reporting ORL and intra-segment
eliminations as a single line item in the
IncomeStatement.
This was supported by reports from management
and the external auditor on its audit procedures
inthis review area.
Note 2.9,
5.1 and 5.2
– pages
188-189,
228-229
and 230
Revenues from
contracts with
customers
– Solutions
The accounting for Solutions contracts
iscomplex. Key areas of management
judgement include the timing of recognition
ofupfront and ongoing fees payable under
therelevant contract.
Reviewed the report outlining management’s
approach in revenue recognition and agreed with
management’s accounting treatment in line with
theGroup’s accounting policies, reviewing
eachSolutions customer individually in light
ofIFRS15guidance.
Note 2.1
– pages
176-178
Accounting
forrefinancing
The accounting for the new debt issuance and
partial early redemption of the convertible and
senior unsecured bonds.
Reviewed management’s report covering the
accounting for the refinancing.
Note 4.1
– pages
206-208
Capitalisation
ofinternal
development
costs
The capitalisation of internal costs of
productdevelopment requires judgement
indetermining that the costs meet the
necessary criteria for capitalisation
underIAS38 and IAS 16.
Management confirmed with the Committee that
there had been no change that needed to be raised
to the Committee and that the proportion of
capitalised labour costs remained consistent
year-on-year. The Committee took into account
thefindings of the external auditor, which noted
improved development time tracking during the year,
but also identified the controls for assessing whether
certain types of activities or projects meet the
capitalisation criteria could be improved.
Management accepted that further improvements
inthe precise application of the controls over internal
development costs were needed and that an update
be provided to a future Committee meeting.
The Committee agreed with the conclusion that
capitalised development costs are fairly stated.
Note 3.2
and 3.3
– page 192
and pages
193-195
116 OCADO GROUP PLC Annual Report and Accounts 2024

Matters
considered
Key accounting policies, judgements and key
sources of estimation uncertainty Factors considered by the Committee and outcome
Disclosure
inthe
Consolidated
Financial
Statements
Adjusting items
Management believes that separate
presentation of adjusting items provides useful
information in understanding the financial
performance of the Group and its businesses.
Management exercises judgement in
identifying and determining the classification
of certain items by considering the nature,
occurrence and themateriality of the amounts
involved in those transactions.
Reviewed management’s periodic reports onitems
being treated as adjusting items and agreed with the
treatment applied.
Note 2.5
– pages
181-183
Fair value
measurement
– contingent
consideration
duefrom M&S
Management judgement is applied in
determining the fair value of the contingent
consideration due from M&S, which has been
estimated using the expected present value
technique and is based on a number of
probability-weighted possible scenarios.
Limited progress towards a negotiated
settlement outcome has been made
duringtheyear.
For FY24, management considered whether
there were any changes in circumstances
thatwould require inputs into the fair value
assessment to be updated and the impact
ofthose changes. Management determined
that the fair value of the contingent
consideration due from M&S as at the
reporting date is £nil.
Reviewed management reports outlining
themethodology and inputs used in the probability
weighting of potential outcomes. In this context,
theCommittee took into account the review
undertaken by the external auditor of the value
ofthecontingent consideration.
Agreed that a probability-weighted approach
toassessing the fair value of the contingent
consideration remains appropriate. The Committee
also reviewedthe proposed financial statement
disclosures and in particular that they sufficiently
explain the estimation uncertainty, the methodology
used and the potential that the ultimate consideration
received at the point of settlement may be different
to the fair value recognised at year-end as a result
ofentity-specific factors not considered in the fair
value assessment.
Note 3.6
– pages
199-201
Impairment
assessment
– customer-
levelCGUs
Assessing the Group’s impairment involves
management making judgements about
whether a cash-generating unit (“CGU”)
shows signs of impairment and identifying
therelevant CGUs for evaluation.
Managementdetermined that assets
associated with specific Solutions contracts
(on a partner-by-partner basis) represent the
lowest-level group of assets at which
impairment can be assessed.
Impairment testing requires management
toestimate the recoverable amount of
eachCGU, using assumptions such as
forecasted cash flows from approved budgets,
long-term growth rates, post-tax discount
rates and the growth potential of the CGU.
Thesensitivity to changes in key assumptions
is also considered to determine at what level
any headroom is eroded.
Reviewed and challenged management’s reports
andimpairment disclosures in the Notes to the
Financial Statements.
The Committee, in agreeing with management’s
approach and conclusions with respect to the
customer contract CGUs, reviewed and discussed
the key assumptions, in particular with regard
tomodule ramp-up profiles over the relevant
contract life.
The Committee agreed with management’s approach
in identifying indicators of impairment for Technology
Solutions contract CGUs, as well as the approach,
assumptions, conclusions and disclosures with
regard to the impairment review andconsiderations
of changes in keyassumptions.
Note 3.3
– pages
193-195
117OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

How the Committee spent
its time during the year
Principal activities
In addition to the significant issues and
judgements discussed by the Committee
(above), the Committee also considered
the following matters during the financial
year ended 1 December 2024 and
following the year end.
ORL
There is an additional layer of review
andoversight that occurs in the ORL
business, which has its own board
andaudit committee, comprising ORL
management and representatives
fromthe Group and M&S. That audit
committee receives reports from Group
Internal Audit on assurance reports
onthe ORL business and from the
external auditor, as well as from ORL
management and finance function.
Financial Statements
andnarrative reporting
Management is responsible for
establishing and maintaining adequate
internal controls over financial reporting.
The Committee plays a key role in
overseeing and monitoring the Group’s
financial reporting processes, ensuring
the accuracy and integrity of financial
statements, and reviewing significant
accounting issues, policies and
judgements. This includes reviewing
reports from, and engaging with,
theexternal auditor regarding
internalcontrols, accounting and
reporting matters.
Key activities of the Committee during
FY24 included:
• Monitored and reviewed the integrity
of the Group’s Financial Statements
andother formal documents
relatedtofinancial performance,
including theappropriateness
ofaccountingpolicies.
• Reviewed the 2024 Annual Report and
Accounts and various management
reports on accounting estimates,
judgements and representation letters.
• Assessed whether the Annual Report
and Accounts taken as a whole, is fair,
balanced and understandable,
providing shareholders with the
necessary information to evaluate the
Company’s position, performance,
business model and strategy.
Key activities of the Committee during
FY24 included:
Sustainability framework:
• Reviewed and refreshed the Group’s
sustainability framework, including
setting interim 2030 sustainability
goals that inspire employees and
enhance the Group’s value proposition.
• Discussed improving the delivery
ofsustainability topics, such as the
netzero roadmap, health and safety,
waste and water, responsible sourcing
and employee-related goals.
Outcome
The Committee endorsed the new
Sustainability framework, and identified
additional work required to prepare our
sustainability reporting with reference
to the Global Reporting Initiative
Standards.
Sustainability reporting:
• Received TCFD reporting updates
andevaluated proposed changes
tostandalone climate impacts
andassociated metrics compared
to2023 to better align these to the
Company’s climate strategy.
Outcome
The Committee approved the
Company’s TCFD disclosures, including
changes to the TCFD risks and
opportunities and associated metrics,
for the FY24 Annual Report.
Internal controls:
• Considered recommendations
fromanInternal Audit report on
sustainability metrics and targets,
which highlighted areas
forimprovement across
sustainabilitygovernance, strategy,
riskmanagement, and sustainability
data collection and disclosure,
trackingprogress on an action plan
toaddressthese recommendations.
Outcome
This provided a foundation for
improved sustainability reporting for
stakeholders, including in the Annual
Report.
Through these efforts, the Committee
ensured the Group is well positioned
tomeet regulatory expectations,
including in relation to the Code,
strengthen sustainability governance
and deliver on its sustainability
commitments.
• Assessed the external auditor’s
reports and evaluated the process
forpreparing and verifying the
AnnualReport and Accounts,
ensuringit was thorough and robust.
• Reviewed the Group’s Half-Year
Results.
• Reviewed accounting matters such
asthe refinancing project and Ocado
Solutions revenue recognition.
• Monitored the progress of the Group
finance and Group HR systems
transformation programmes, including
associated risks and challenges.
Outcome
The Committee was satisfied with
theprogress of significant accounting
matters, including the judgements and
estimates outlined in this Committee
Report.
The Committee confirmed that the
Annual Report and Accounts, taken as
a whole, met its objectives, and was
fair, balanced and understandable, and
recommended its approval to the Board
and supported the Board in making its
Statement on page 154.
Sustainability and non-
financial reporting
The Committee actively monitored
regulatory developments related to
sustainability, including increasing
environmental and responsible sourcing
legislation. Representatives from Risk,
Regulatory and Compliance,
Sustainability and Company Secretariat
attended the meetings in the year to
keep the Committee abreast of changes
and to advance the Group’s sustainability
and non-financial reporting initiatives.
The Committee was briefed on the
Group’s progress in preparing for CSRD
reporting, including work undertaken to
identify in-scope entities and establish a
reporting strategy to determine the most
relevant disclosure topics and metrics
forthe Group. As part of these efforts,
adouble materiality assessment was
carried out by an independent third party
in FY24 and the Committee noted this
would form part of the sustainability
reporting in the 2024 Annual Report,
seepages 48-67.
Audit Committee Report continued
118 OCADO GROUP PLC Annual Report and Accounts 2024

Going Concern and
Viabilityassessments
The Committee and the Board reviewed
the Group’s Going Concern and Viability
Statements (see pages 86-88) and the
supporting assessment reports prepared
by management. The Going Concern and
Viability Statements were modelled on
the Group’s refreshed five-year plan, as
agreed by the Board inFebruary 2025.
The report on the Going Concern and
Viability Statements included a base
case, a downside stress test, a severe
downside stress test and potential
mitigating actions that could betaken.
The Committee challenged management
on the scenario analysis, key
assumptions and underlying factors.
Itgave careful consideration to the
three-year assessment period for the
Viability Statement, factoring in the
Group’s cash flows, solvency, liquidity
and borrowing facilities
(see pages 26-43).
Outcome
The Committee concluded that the
three-year timeframe remained
appropriate and was satisfied that
therewas a sound basis to provide
theGoing Concern and Viability
confirmations in this Annual Report
(seepages 86-88).
Internal Audit
The Internal Audit team provides
independent and objective assurance,
guidance and insights on governance,
risk management and internal controls
tothe Committee, the Board and senior
management, and is a key element of
theGroup’s corporate governance
framework. As part of the Group’s
corporate governance framework,
itsupports the Group in achieving its
objectives by adopting a systematic and
disciplined approach to evaluating the
design and effectiveness of the Group’s
systems of risk management, internal
control and governance processes.
Thisis achieved through
arisk-basedmethodology.
In addition to reviewing these areas and
reporting on compliance, the Internal
Audit team identifies key issues and
recommends improvements to
processes. These recommendations also
provide insights into the culture and
behaviours exhibited by employees in
these areas. TheHead of Internal Audit,
who reports functionally to the Chair
ofthe Audit Committee (ensuring
independence) and administratively
tothe CFO, attends all Committee
meetings and meets periodically with
theCommittee inprivate to discuss
findings and theGroup’s control
environment ingreater depth.
Approach to setting the
InternalAudit Plan
The Internal Audit Plan for FY24 was
developed using a risk-based
methodology that incorporates input
from the Audit Committee and senior
management, and external regulatory
and industry insights. The Internal Audit
team met with key stakeholders to
discuss business objectives and
associated risks and to get feedback on
possible audit activities. Audits
performed in FY24 took into account the
Group’s principal risks and covered
financial, operational and technology
risks, and provided coverage across
business areas.
FY24 Internal Audit external
quality assessment
The effectiveness of the team is
continually monitored using a variety of
inputs, including the ongoing audit
reports received and the Committee’s
interaction with the Head of Internal
Audit and other key stakeholders. In line
with the Internal Audit Charter, the
Committee’s Terms of Reference and the
recommendations from the Internal Audit
Code of Practice, the Committee
conducted an annual assessment of the
effectiveness of Internal Audit team. This
year, led by an independent third party,
Ernst & Young (“EY”), the overall
assessment concluded that the Internal
Audit team continued to be effective.
The review assessed the function’s
compliance with the Institute of Internal
Auditors (“IIA”) Global Standards,
evaluated audit quality and methodology,
and conducted a gap analysis against
new standards. The outcome of the
review was presented to the Committee
in November 2024 and anumber of
areas for improvement were
recommended, including enhanced use
of analytics anddashboards to improve
the quality of reporting, and evaluating
the team’s level of AI, robotics and data
analysis skills needed for the future in
the context of the Company’s
transformation journey and strategic
shift. The Audit Committee Chair and
theCFO addressed key actions with
theHead of Internal Audit to take
forward into 2025.
Key activities of the Committee during
FY24 included:
Internal Audit Plan:
• Reviewed the 2024 Internal Audit Plan.
• Monitored progress of audit work,
including updates on IT controls,
ESGmetrics assurance and Internal
Audit’s reviews for ORL.
• Met with the Head of Internal Audit
privately and engaged with key
management to discuss specific
auditfindings, including in relation
tofinancial adjustments, business
case and investment decisions,
partner billing and international
CFCphysical security.
• Evaluated Internal Audit’s post-audit
feedback, status of management
actions and reporting methodologies.
Outcome
The Committee approved the 2024
Internal Audit Plan, ensuring
alignmentwith principal risks
andstrategic priorities.
The Committee requested more
information in relation to specific
Internal Audit reports and discussed
outcomes with management.
The Committee was satisfied that
management had addressed, or was
actively addressing, outstanding
concerns raised by Internal Audit.
119OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Internal Audit Charter:
• The EY report recommended
enhancement to the Internal Audit
Charter in line with the IIA
GlobalStandards.
• Reviewed and approved updates
totheInternal Audit Charter.
Outcome
The Committee approved the updated
Internal Audit Charter, expanding the
scope of its activities and formalising
its reporting structures and alignment
withthe IIA Global Standards.
Internal Audit effectiveness:
• Considered the EY external quality
assessment and reviewed its findings.
Outcome
The Committee monitored progress
onthe action plan from the EY external
quality assessment, including efforts
toenhance analytics, dashboards
andteam capabilities in
emergingtechnologies.
Risk management and
internal controls
The Committee, under its delegated
responsibility from the Board, assessed
the effectiveness of the Group’s systems
of risk management and internal control.
During the year, the Committee received
regular updates onkey areas, including
financial controls, controls related to the
principal risks, fraud risk effectiveness,
cybersecurity, general IT controls and
compliance controls.
• In relation to financial risks, reviewed
reports from management on the
finance risk register and financial
control environment and discussed the
planned improvements in these areas,
including testing high and medium risk
rated controls and implementing any
new controls identified to ensure
adequate coverage in preparedness
for compliance with the Code. Key
controls across Group Finance and IT
processes had been streamlined and
arobust financial controls testing
approach targeting high-risk controls
was being introduced, with a roadmap
to test all remaining key controls within
the next two years.
• Reviewed management’s approachto
identifying and managingrisks,
discussed with management its
programme of work tostrengthen
thematurity of the Group’s risk
management and internalcontrol
framework, and recommended
enhancements.
Outcome
The Committee agreed updates tothe
ERM framework and risk descriptions,
including changes to the scope and
definitions of key supply chain risks
(see page 81) and monitored progress
on improvement initiatives, including
enhanced internal control frameworks,
procurement processes and
ITgeneralcontrols, and oversaw
theimplementation of a rationalised
and streamlined key controls universe
and financial controls testing
methodology.
Committee discussed with
management the outcomes and the
recommendations identified in the
Fraud Risk Assessment report and will
monitor progress against the agreed
action plan throughout 2025.
The Committee approved the risk
review process and recommended
approval of the Principal Risks
Statement to the Board.
Key activities of the Committee during
FY24 included:
• Regular updates on the timeline to
compliance with Provision 29 of the
Code, providing direction and
oversight on the detailed timeline to
compliance, its proposed definition of
“materiality” and the draft material
controls and mitigating risks related to
our principal risks.
• Monitored global regulatory
requirements and priority topics via a
new dashboard, including Code
requirements, thenew failure to
prevent fraud offence introduced by
The Economic Crime and Corporate
Transparency Act 2025 (“ECCTA”), the
CSRD, EU/UK sanctions, the EU
Batteries Regulation and Canadian
forced labour legislation.
• A Regulatory Expert Group was also
established during the year, which
discussed andreviewed the
Regulatory and Compliance Risk, and
made updates tothe key risks
descriptions andappetite.
• Reviewed the principal and emerging
risks and the approach to monitoring
risk.
• Reviewed a Fraud Risk Assessment
report following an externally
facilitated fraud risk assessment. The
assessment involved a review of the
Group’s existing risks and identification
of new risks, and was carried out
during the year toassess any gaps in
the current framework, with particular
focus onoutward fraud, as required by
thenew corporate fraud offence. The
report identified a number of new
controls, in particular in relation to
non-financial reporting.
• A cross-functional working group was
established to address a number of
areas for improvement in relation to
business continuity and NIS2 reporting
processes. The group receives updates
from management on the maturity in
key cybersecurity areas relevant to the
NIS2 Directive and received an Internal
Audit maturity assessment that was
undertaken. Management will continue
to focus its efforts on improving the
maturity level in this area and aligning
security efforts to manage the
cybersecurity risk posed to the
Company with the Company’s goals
and riskappetite.
Audit Committee Report continued
120 OCADO GROUP PLC Annual Report and Accounts 2024

Effectiveness of the risk and
internal controls systems
One key area of focus for the Committee
was our risk and internal control
effectiveness. In giving consideration to
the effectiveness of the internal controls
system, the Committee considered a
range of activities and risk management
reports from management and Internal
Audit and other assurance and
monitoring activities. The Risk team
provided anannual report to the
Committee whichformed the basis of
the annual assessment. In FY24 the work
was closely linked to the material
controls programme (outlined in this
report), which provided a framework for
assessing effectiveness of material
controls for the principal risks of the
Group. The Committee took into account
the reports from the external auditor
including their findings on the financial
controls environment and other
activitiesduring the year to mature
thecontrol environment.
As explained on page 116, the Committee
considered the external auditor’s
findings regarding the application of
controls over the capitalisation of internal
development costs and the management
commitment to make further
improvement to these controls.
Management also updated the
Committee onprogress in controls’
improvement projects, including: Ocado
Group HR systems transformation,
implementation of the new payroll
system for the Logistics business,
enhancing the existing payroll solutions
for the Technology Solutions business,
and IT and finance systems
transformation at ORL. These projects
will continue to be a key focus for
management and the Committee into
2025, alongside ongoing improvements
being made to extend the risk and
control framework in a number of areas,
including AI risk governance,
cybersecurity, operations and financial
forecasting processes, compliance and
non-financial reporting.
Outcome
The Committee assessed the
effectiveness of the Group’s risk
management and internal control
systems, with no significant failings
identified.
The Committee observed that
management continued their work
onimproving the effectiveness of the
internal control framework, in light
ofimpending regulatory changes.
Governance, compliance,
and disclosure matters
The Committee received regular reports
on governance, risk and compliance,
including updates on data governance,
global data privacy compliance and
whistleblowing, alongside an annual
fraud update.
Key activities of the Committee during
FY24 included:
• Reviewed and updated its Terms of
Reference to align with the FRC’s Audit
Committees and the External Audit:
Minimum Standard (the“Minimum
Standard”) which came into force on
1 January 2025.
• Ensured that the Committee Report
describes how the Committee has met
the requirements of the Minimum
Standard throughout the year.
• Received a detailed report on the
preparation, process and validation of
the Annual Report and Accounts.
Outcome
The Committee approved changes
toits Terms of Reference to align
withregulatory updates.
Tax and treasury matters
The Committee received updates from
management on tax and treasury
matters, including on the transitioning
ofthe Group’s overseas tax services
toPwC to enhance efficiency and
consistency. The Committee reviewed
and approved the Group’s Tax Strategy
Statement and the Polish Tax Strategy
Statement, which is required due to the
size of the Technology Centre in Poland,
ensuring these align with regulatory
requirements and the Group’s strategic
objectives. Additionally, the Committee
reviewed treasury controls and key tax
risks to ensure robust governance
andrisk management processes
areinplace.
Outcome
The Committee approved the Group
Tax Strategy Statement and Polish Tax
Strategy Statement for publication on
our website, reinforcing the Group’s
commitment to transparency and
compliance.
External audit
The Committee has primary
responsibility for overseeing the
relationship with the external auditor,
including assessing its performance,
effectiveness and independence,
recommending to the Board its re-
appointment or removal, and agreeing
terms of engagement. At each meeting,
the Committee considers reports from
the external auditor, Deloitte. These
include interim and year-end reports, the
external audit plan, audit fees, auditor
independence and non-audit services,
management letters, and updates to
ongoing work and relationships
withmanagement.
Tender and appointment
Deloitte was appointed as the external
auditor to the Company in 2016 for the
financial year ended 3 December 2017
and has been re-appointed by
shareholders each year since. The
current lead audit partner is Dave Griffin,
appointed at the end of the 2021 audit,
with 2024 being his third year. Ocado
Group is required, in accordance with
current regulations, to conduct an audit
firm tender every 10 years (by 2027)
andto rotate auditors every 20 years.
The current plan is to start work on the
competitive tender process in 2025,
ahead of the 10-yeartenure expiry and
to ensure compliance with applicable
audit tenderrequirements.
121OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Effectiveness, quality
andperformance
The Committee regularly monitors the
ongoing effectiveness and quality of the
audit process and interactions with the
audit partner and senior members of the
Audit team through regular meetings
with the Finance team and management,
and private meetings with the
Committee. Afull effectiveness review is
conducted on an annual basis to assess
whether thequality, challenge and
output of the audit process continues to
be robust and sufficient. The Committee
Chair meets with the external auditor
prior to every Committee meeting and
the Committee meets with the external
auditor at various stages throughout the
period todiscuss the remit and issues
arising from their work.
FY24 External audit
effectiveness review
In assessing the effectiveness of the
external auditor,the Committee
considered the following:
• the robustness and project
management of the audit process
for delivery ofaneffective and
efficient audit;
• the quality of reporting and the level
ofchallenge and professional
scepticism displayed by Deloitte
andhow they challenged
management’s assumptions where
applicable;
• the independence and objectivity
demonstrated and the level of
compliance with the Policy
ontheAppointment and
Independence of the External
Auditor (the “Policy”);
• Deloitte’s report confirming that
they adhered to their policies on
independence and compliance with
the FRC Revised Ethical Standard
and a report containing findings
from a review ofthe FRC’s 2023/24
Audit Quality Inspection and
Supervision Report related to
Deloitte;
• their tenure and partner rotation;
and
• output from sessions held with
management and without
Deloittepresent.
Independence and objectivity
The independence of the external
auditor is essential to the provision of an
objective opinion on the true and fair
view presented in the financial
statements.
To maintain the external auditor’s
objectivity and independence, the
Company has a policy governing
Deloitte’s provision of non-audit
services, which forms part of the Policy.
During the year, the Committee
conducted a review of the Policy, which
was updated to align it with the FRC
Revised Ethical Standard, which came
into force on 15 December 2024. The
Policy outlines the types of services that
are allowed and those explicitly
prohibited, to ensure the external auditor
is not providing any additional services
which could impede its independence.
Further, the Committee monitors and
assesses the safeguards in place,
including an annual review by the Internal
Audit team to assess independence. The
Audit Committee received confirmation
from Deloitte that, during the year, it
remained independent and objective
within the context of applicable
professional standards.
Outcome
The Committee approved the updates
to the Policy onthe Appointment and
Independence ofthe External Auditor
to align it with the FRC Revised Ethical
Standard.
TheCommittee considered there were
no relationships between the external
auditor and the Group during the
yearthat could adversely affect its
independence and objectivity.
Whenconsidering its independence,
the Committee agreed this
recommendation was free from
third-party influence and restrictive
contractual clauses.
The Committee also reviewed the
external audit plan, considering the
extent to which it was tailored to the
Group’s business, and monitored
whether the agreed plan was met.
TheCommittee was content that the
plan was sufficient to support a robust
and quality audit of the year-end
financial statements. In addition, at the
conclusion of last year’s annual audit
process, feedback was gathered
onDeloitte’s performance over the
year-end audit. As part of the review,
aformal questionnaire was circulated
tothe Committee and Board members
and key senior management.
Thedetailed findings of the
effectiveness review were presented
inApril 2024, and actions and areas for
improvement were discussed, including
around refining the audit year-end
project management process and
fostering greater collaboration with the
external auditor to maximise the value
ofthe Internal Audit team. Similarly tothe
approach taken last year, a formal review
of the effectiveness of the FY24 audit
will take place following the publication
of this Annual Report.
Outcome
The Committee discussed, without the
external auditor present, Deloitte’s
effectiveness in February 2025, and
the Committee concluded, based on
itsoverall review and the evidence
presented, that Deloitte had performed
its audit effectively, efficiently and
toahigh quality.
Audit Committee Report continued
122 OCADO GROUP PLC Annual Report and Accounts 2024

Approval thresholds for non-audit work Approver
Below £30,000 per engagement CFO
Over £30,000 and up to £100,000
perengagement
CFO and Audit Committee
Chair
Greater than £100,000 per engagement,
orifthe value of non-audit fees to audit fees
reaches a ratio of 1:2 as a result of a new
engagement, regardless of value
Audit Committee
Re-appointment of the
externalauditor
The Committee is satisfied that the
external auditor remains fully
independent, objective and effective,
and that there are no contractual
restrictions on the Company’s choice of
external auditor. Deloitte has expressed
its willingness to continue as auditor of
theCompany. Separate resolutions
proposing Deloitte’s re-appointment and
the determination of its remuneration
bythe Audit Committee will be put
toshareholders at the 2025 AGM.
Statement of Compliance with the
Competition and Markets Authority
Order: The Company confirms that
ithascomplied with the Statutory
AuditServices for Large Companies
Market Investigation (Mandatory Use
of Competitive Tender Processes and
Audit Committee Responsibilities)
Order 2014 (Article 7.1), including with
respect to the Audit Committee’s
responsibilities for agreeing the audit
scope and fees, and authorising
non-audit services.
Non-audit services
The provision of any non-audit services
by the external auditor requires prior
approval, as set out in the table and in
line with the Policy as described on page
122. These thresholds have been
updated from the previous year to clarify
that any non-audit services below
£30,000 require approval by the CFO.
The Group imposes a70% cap on
non-audit fees paid to itsexternal
auditor, based on average audit fees paid
in the previous three consecutive
financial years.
The Committee monitors compliance
with the Policy throughout the year by
receiving periodic reports detailing all
approved non-audit services. Approvals
in the year related to the interim audit
review; audit procedures over the
financial information of ORL for the FY23
audit of M&S; and refinancing project
reporting accountant procedures
(comfort letters).
External auditor fees
Fees paid to Deloitte are set out in Note2.3 to the consolidated financial statements
on page 180.
Total audit fees (including non-audit fees for assurance services)
£m
2.5
3.0
FY22
Total fee 2.4m
Audit fees
FY23 FY24
Total fee 2.5m Total fee 3.1m
1.5
2
.0
05
1
.0
0
.0
Non-audit fees
Average non-audit fees (3-year rolling)
24.1%
£2.2m
17.5%
12.8%
3.5
£0.2m
£2.2m
£0.3m
£2.5m
£0.6m
123OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Directors’ Remuneration Report
Julie Southern
Chair
Committee changes in the year:
Gavin Patterson joined 1 June 2024.
BiographiesoftheDirectorsare
setoutonpages92-95
Terms of Reference:
www.ocadogroup.com/investors/
corporate-governance
LetterfromtheChairofthe
Remuneration Committee
I am pleased to present the Directors’
Remuneration Report for the year ended
1 December 2024 (the “Report”) on
behalf of the Remuneration Committee
(the “Committee”). I would also like to
welcome Gavin Patterson, who was
appointed as an Independent Non-
Executive Director with effect from
1 June 2024 and serves as a member
ofthisCommittee.
Last year, the Committee devoted a
significant portion of its time to
developing and consulting on a new
Remuneration Policy (the “2024 Policy”)
which we believe best supports us on
the next phase of growth. I was pleased
that this new Policy, which had evolved
during significant and helpful
engagementwithshareholders,was
approvedbyover80%ofshareholdersat
the2024annualgeneralmeetinginApril
2024. We continue to engage with
shareholders on remuneration issues.
Areasoffocusand
activitiesinFY24
This year, the Committee has focused on
implementing these new arrangements,
alongside its routine annual business.
Relationshipbetweenpayand
performanceinFY24
During the period, Ocado made
substantial operational and strategic
progress and delivered a solid financial
performance. We saw strong revenue
growth and a strong improvement
inadjustedEBITDA
Ⓐ
.
Group underlying cash flow
Ⓐ
improved
significantly during the year driven by
adjustedEBITDA
Ⓐ
growth in Technology
Solutions and Ocado Retail, capex
reductions and targeted cost control.
Iamparticularlyencouragedthatweare
on track to turn cash flow positive during
FY26. The share price remained flat in
the year. You can read more about our
financial performance in the year in the
FinancialReviewonpages26-43.
Ourincentiveoutcomesreflectthis
solidperformanceinthecontext
ofachallengingenvironment.
Committeemembershipandmeeting
attendanceduringFY24
Committee Members
Numberofmeetingsattended
vsnumberofmeetings
JulieSouthern(Chair) 8/8
AndrewHarrison 8/8
Emma Lloyd 7/8*
JuliaM.Brown 8/8
GavinPatterson(joined1June2024) 4/4**
* EmmaLloydgaveapologiesforonemeeting.
**GavinPattersonjoinedtheCommitteepartwaythroughtheyearandsubsequentlyattendedallmeetings
in the period of his membership.
Key responsibilities
• Setting the Remuneration Policy.
• Reviewing workforce remuneration and related policies.
• Considering the alignment of incentives and rewards with the culture of the
Company and pay and employment conditions across Ocado.
• Approvingthedesignof,anddeterminingtargetsfor,anyperformance
related pay schemes for Executive Directors operated by Ocado.
• Approvingpayoutsunderperformancerelatedschemes.
• Ensuring that arrangements on retirement of directors are within the terms
of the Remuneration Policy.
124 OCADO GROUP PLC Annual Report and Accounts 2024

FY24AnnualIncentivePlan
(“AIP”)
When assessing performance outcomes
againsttheAIPmetrics,theCommittee
noted strong performance across the
majority of KPIs, particularly the financial
metrics. Where performance fell short
ofourstretchingKPIs,theCommittee
carefully assessed the extent to which
the measures reflect the underlying
performance of the business. Given our
strong performance against our financial
metrics,webelievethattheoverallAIP
outcomestotheCEOandCFOof76.6%
and81.1%ofmaximumrespectively,area
fairreflectionofperformanceintheyear.
Further details can be found on pages
133-134.
ValueCreationPlan(“VCP”)–
finalMeasurementDate
Assetoutinlastyear’sreport,the
Committee decided not to proceed with
the extension of the VCP, which was
approved by shareholders in 2022.
Therefore, the fifth Measurement Date
of30March2024wasthefinal
Measurement Date under the VCP. The
MeasurementPrice(£4.60)wasbelow
the minimum hurdle/threshold Total
Shareholder Return (“TSR”) for tranches
1,2or3requiredtobankawardsand
therefore no nil-cost options were
banked by the Executive Directors in
FY24.AstheTSRunderpinwasnotmet,
no previously banked options were
capableofvesting.Asthiswasthefinal
Measurement Date, previously banked
awards lapsed and the plan has now
ended. Further information on the VCP
canbefoundonpages134-135.
2024PerformanceSharePlan
(“PSP”)grant
In line with the 2024 Policy, on 16 May
2024, the Committee made the first
grantofPSPawardsunderthe2024
Policyequivalentto400%ofsalary
and350%ofsalarytotheCEOandCFO
respectively. The base award is based
100%onfinancialmetrics,with
adjustedearningspershare(“EPS”)
andunderlyingcashflow
Ⓐ
pre-growth
capitalexpenditureweightedequally.
For the CEO’s FY24 PSP award only,
ifthesharepricehits£29.69inMarch
2027,anenhancedmultiplierof4.5xthe
base award will apply. Full details of the
performance conditions attached to the
awardscanbefoundonpage136.
ImplementationinFY25
Changes to Director base salaries
When making decisions on executive
remuneration, the Committee considers
a number of factors related to the wider
workforce, including policies and
practices throughout the Company, as
well as feedback from our Designated
Non-Executive Director for Workforce
Engagement (“DNED”) on workforce
remuneration and our all-employee
remuneration report.
Basesalarydecisionsrelatingtothe
Executive Directors as well as Non-
Executive Directors’ fees have not yet
been determined, but will be disclosed
retrospectively in next year’s Directors’
Remuneration Report.
AdamWarbyjoinedtheBoardasan
Independent Non-Executive Director
with effect from 1 November 2024,
beforeassumingtheroleofChair
on1December2024.HisChairfee
wassetat£400,000whichis
commensurate with the demands of the
role and in line with the market.
FY25AIP
Executive Directors will continue to
participateinourAIP.Basedonfeedback
from investors, awards are focussed on
measurable financial objectives and
driversofgrowth(90%),aswellas
stretchingESGmetrics(10%).Further
detailscanbefoundonpage129.
FY25PSP
We intend to grant an award under the
PSP with the same base award levels as
lastyear:equivalentto400%ofsalary
and350%ofsalarytotheCEOandCFO
respectively.AswiththeFY24award,
thebaseawardwillbebasedentirely
onfinancialmetrics,equallyweighted
between adjusted EPS and underlying
cash flow
Ⓐ
pre-growth capital
expenditurewitharelativeTSRmultiplier.
This year’s award to the CEO will operate
in the same manner as for all other
executives. Further details can be
foundonpage130.
Remuneration principles
Our remuneration principles are wholly
aligned with the principles in Provision
40ofthe2018UKCorporate
Governance Code of: clarity, simplicity,
risk, predictability, proportionality, and
alignment to culture.
Anexplanationofhowtheseprinciples
were applied to the 2024 Policy is set out
onpage190ofthe2023annualreport
and accounts.
Finally, I would also like to welcome
Gavin Patterson, who was appointed as
an Independent Non-Executive Director
with effect from 1 June 2024 and will
also serve as a member of this
Committee.
I hope you find our Report to be a
comprehensive account of the
Committee’s activities and the decisions
we have made over the year. I shall be
availableattheupcomingAGMto
answeranyquestionsaboutthework
oftheCommittee,andthankyouagain
for your continued support of Ocado.
Julie Southern
Committee Chair
27February2025
125OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Directors’ Remuneration Report continued
DescriptionoftheRemunerationCommittee
This section of the Directors’ Remuneration Report, along with page 124, describes the membership of the Committee, its
advisorsandprincipalactivitiesduringtheperiod.ItformspartoftheAnnualReportonRemunerationsectionoftheReport.
AttendeesatCommitteemeetingsduringtheyearincludedtheChairoftheBoard,theCEO,theCFO,theGroupGeneralCounsel
andCompanySecretary,theChiefPeopleOfficer,theHeadofTotalRewardandtheexternaladvisortotheCommittee.TheChair
oftheBoard,ExecutiveDirectorsandotherattendeesarenotinvolvedinanydecisionsoftheCommitteeandarenotpresentat
any discussions regarding their own remuneration. The Chief Compliance Officer is secretary to the Committee.
Externaladvice
During the period, the Committee and the Company retained independent external advisors to assist them on various aspects
oftheCompany’sremunerationandshareschemesassetoutbelow:
PwCre-appointmentandreview
The Committee carried out its annual review of and considered the re-appointment of PwC. This review took into account PwC’s
effectiveness, independence, period of appointment and fees. PwC was initially appointed by the Committee in 2017 following
atenderprocessandhasbeenre-appointedeachyearsince.
During the year, the Committee reviewed the performance of PwC based on feedback from members of the Committee and
seniormanagement.ThecriteriaforassessingPwC’seffectivenessincludeditsunderstandingofbusinessissuesandrisks,
itsknowledgeandexpertise,anditsabilitytomanageexpectations.TheCommitteeconcludedthattheperformanceofPwC
remained effective.
The Committee considered the independence and objectivity of PwC. PwC has assured the Committee that it has effective
internal processes in place to ensure that it is able to provide remuneration consultancy services independently and objectively.
PwC confirmed to the Company that it remains a member of the Remuneration Consultants Group and, as such, operates under
thecodeofconductinrelationtoexecutiveremunerationconsultingintheUK.Otherthanassetoutabove,PwChasnoother
connection with the Company or any of its Directors. Following its annual review, the Committee remains satisfied that PwC has
continued to maintain independence and objectivity.
Fortheperiod,£284,250(FY23:£258,233)infeeswerepaidorpayabletoPwCforadvisoryservicesprovidedtotheCommittee.
Thebasisforthisisafixedretainerfeeandatime-basedfeeforadditionalwork,includingsupportwithreviewingthe2024Policy
this year.
Following discussion by the Committee, it was agreed that PwC should be re-appointed.
Advisor PricewaterhouseCoopersLLP(“PwC”)
Retained by Remuneration Committee
Services provided to the Remuneration Committee Adviceonarangeofremunerationissuesincludingattendance
atCommitteemeetings,assistancewithdraftingofthenewPSP
plan and 2024 Policy, information on market practice in relation to
variousaspectsofremuneration,markettrendsand
benchmarkingofExecutiveDirectorandChairofthe
Boardremuneration.
Other services provided by PwC Other PwC advisory teams advised the Group on a range of
matters during the period, including deal and litigation support,
tax structuring, and accounting and overseas tax advice. PwC
also provide independent System and Organisation Controls
(“SOC”)assurancereportsfortheGroup’sOcadoSmartPlatform
(“OSP”)services.
126 OCADO GROUP PLC Annual Report and Accounts 2024

OthersupportfortheRemunerationCommittee
In addition to the external advice received, the Committee consulted and received reports from the Company’s CEO, the CFO,
theChairoftheBoard,theChiefPeopleOfficerandtheChiefComplianceOfficer.TheCommitteeismindfuloftheneed
torecogniseandmanageconflictsofinterestwhenreceivingviewsandreportsfrom,orconsultingwith,theExecutiveDirectors
or members of senior management.
Areasoffocusandactivitiesin2024
The Committee has, under its Terms of Reference, been delegated responsibility for setting remuneration for the Executive
Directors,theChairoftheBoard,theGroupGeneralCounselandCompanySecretary,andseniormanagement.Inlinewith
itsTermsofReference,theCommittee’sworkduringtheperiodissetoutbelow.
Keyagenda
items
ApprovedtheDirectors’RemunerationReportforFY23.
ApprovedtheGroup’sGenderPayGapReportforFY23.
ReviewedareportfromtheCEOandtheChairoftheBoardonperformanceandremunerationofthe
Executive Directors.
ApprovedthepayincreasesfortheExecutiveDirectorsandtheChairoftheBoardintheyear.
AgreedandapprovedfeesforGavinPattersonandAdamWarbyonappointment.
ReviewedperformanceundertheFY23AIPandconsiderationofanybonusespayable.
Reviewed progress against performance measures for the FY24 PSP.
ApprovedtheFY25PSPperformancemeasures.
ApprovedtheFY24AIPperformancetargetsandreviewedthedesignandmeasuresfortheFY25AIP.
Reviewed the comparator group used for benchmarking pay.
Received regular reports on Group-wide remuneration for FY24 and reports from the DNED on
workforce remuneration arrangements and issues.
ReceivedareportontheGroup’sshareschemesforFY25.
Approvedincentivepaymentsandsalarychangesforseniormanagement.
Reviewed and approved various senior management arrangements on joining and leaving the Company.
Received reports and advice from advisors on a range of matters including senior management pay,
marketthemesandtrends,andnewgovernancerequirements.
Reviewed the performance of advisors.
Reviewed Committee composition, Terms of Reference and performance of the Committee.
TheExecutiveDirectorsandtheChairoftheBoardreviewedtheremunerationarrangementsoftheNon-ExecutiveDirectors.
127OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

AnnualReportonRemuneration–ImplementationofPolicyfor2024andproposed
implementationfor2025
Linktopurposeandstrategy
Details of how the 2024 Policy links to the Company’s strategy and purpose can be found in the Remuneration Policy on our
website,www.ocadogroup.com,andonpage191oflastyear’sreport.TheCommitteeconsidersthattheprinciplesunderwhich
the 2024 Policy were developed continue to be appropriate.
SummaryofPolicytableforExecutiveDirectorsandimplementation
The table below provides a summary of the key elements of the 2024 Policy for Executive Directors approved by shareholders at
our2024AGMon29April2024.Inaddition,wehavesetouthowthe2024PolicywasoperatedinFY24andhowitisintendedto
beoperatedinFY25.Detailsofhowthe2024PolicywasdesignedanddevelopedandthefullPolicycanbefoundonourwebsite,
www.ocadogroup.com,andonpages191to201oflastyear’sannualreport.
Basesalary
Purpose and link to strategy:Minimumlevelofpaytoattractandretaintherightcalibreofseniorexecutivesrequiredtosupport
thelong-terminterestsofthebusiness.Wecontinuetoaimtopositionsalariestowardsthelowerquartileofthemarket.
Benefits
Purpose and link to strategy:Toattractandretaintherightcalibreofseniorexecutivesrequiredtosupportthelong-term
interests of the business.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
Paid monthly in cash.
Reviewed annually or when there is a change
inpositionorresponsibility.
No prescribed maximum; however, usually
maximum salary increases will be within the
percentagerangeappliedtotheUK-based
monthly paid employees of the Company in that
year.
Larger increases may be awarded in exceptional
circumstances, for example, if the role has
increased significantly in scope or complexity or to
bringarecentlyappointedexecutiveinlinewith
themarketandtheotherexecutivesinthe
Company where their salary at appointment has
beenpositionedbelowthemarket.
Asat1April2024:
• TimSteiner(CEO):£824,570;
and
• StephenDaintith(CFO):
£614,517.
Executive pay increases from
1April2025havenotyetbeen
determined and will be disclosed
in next year’s report.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
Benefitsprovidedarealignedwiththoseprovided
to all employees under our flexible benefits policy.
Benefitsaresetatalevelwhichisconsideredtobe
appropriate against market data for comparable
rolesforcompaniesofequivalentsizeand
complexity in similar sectors and geographical
locations to the Company.
Includes private
medicalinsurance,travel
insuranceandotherdiscounts.
Anybusinesstravelcostswillbe
paidbytheCompany.Additional
benefits or payments in lieu of
benefitsmayalsobeprovidedin
certaincircumstances,ifrequired
for business needs.
The Company provides Directors’
and Officers’ liability insurance
and may provide an indemnity to
the fullest extent permitted by
theCompaniesAct2006.
No planned change.
Directors’ Remuneration Report continued
128 OCADO GROUP PLC Annual Report and Accounts 2024

Pension
Purpose and link to strategy:Toattractandretaintherightcalibreofseniorexecutivesrequiredtosupportthelong-term
interests of the business.
AnnualIncentivePlan
Purpose and link to strategy: To provide a direct link between measurable and predictable annual Company and/or role specific
performance and reward.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
Executive Directors can choose to participate in
the defined contribution Group personal pension
scheme or an occupational money purchase
scheme.
Wherelifetimeorpensionallowanceshavebeen
met, the balance of employer contributions may be
paid as a cash allowance or into a personal
pensionarrangement.
In order to ensure continued
alignment between Executive
Director and wider workforce
pension contributions,
thecontributionrateforUK-
basedExecutiveDirectorsis7%
ofsalary,inlinewiththe
workforce.
For any Executive Directors
outsidetheUK,provisionforan
executivepensionwillbeset
taking into account local
marketrates.
No planned change.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
• FY24andFY25:Maximumopportunityof275%
of salary.
• FY26:Maximumopportunityof200%ofsalary.
Upto50%ofanybonuswillbepaidincashandat
least50%willbedeferredintoshares.
Main terms of deferred shares:
• minimum deferral period of three years from the
date of grant; and
• continued employment to the end of the deferral
period (unless a “good leaver”).
Dividendequivalentsmaybeawardedondeferred
shares to the extent that they vest until the end of
any relevant post-vesting holding period.
Maximum potential for FY24
(as%ofsalary):
• CEO:275%;and
• CFO:250%.
TheAIPwasmeasuredagainst
the Corporate Scorecard, which
was measured against the
followingstrategicpillars:
• Financialmeasures(65%);
• Growth(25%);and
• ESG(10%).
Maximum potential for FY24
(as%ofsalary):
• CEO:275%;and
• CFO:250%.
The Corporate Scorecard will be
measured against the following
strategic pillars:
• Financial outcomes and
commercialdrivers(90%);and
• ESG(10%).
The measures are individually
weighted for each Executive
Director.
129OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

PerformanceSharePlan
Purpose and link to strategy: To attract, retain and incentivise senior executives to deliver the Company’s business strategy and
sustainablevalueforshareholders.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
The Committee may make an annual award
ofsharestoeachExecutiveDirector.
PSP awards will typically have a vesting period
ofthreeyearsfollowedbyaholdingperiodof
twoyears.Duringtheholdingperiod,vested
awardscannotbesoldexceptfortaxpurposes
onexercise.
TheCommitteemayawarddividendequivalents
ondeferredsharestoExecutiveDirectorstothe
extentthattheyvest.
The PSP awards will consist of a “base” award,
with a relative TSR multiplier on the vesting
outcome of the base award.
The maximum base award level for Executive
Directorsis400%ofbasesalary.ArelativeTSR
multiplier will operate such that the maximum
opportunityis1.5xthebaseaward,i.e.600%
ofbasesalary.
25%ofthebaseawardwillvestfor
thresholdperformance,increasingto100%
ofthebaseawardformaximumperformance.
Performance measures and targets will be
alignedtostrategyandsetongrant,withat
least70%ofthebaseawardlinkedtostretching
financial metrics.
For the CEO’s FY24 PSP award only, an enhanced
multiplier will operate such that the maximum
opportunityis4.5xthebaseaward,i.e.1,800%
ofbasesalary.
If the enhanced multiplier is triggered, vesting of the
awardwillbeinthreeequaltranches(in2027,2028
and2029)andholdingperiodswillapplysuchthat,
in normal circumstances, no awards will be released
prior to the fifth anniversary of the grant.
The maximum opportunity for
each Executive Director, as a
percentageofbasesalary,
isasfollows:
• CEO:400%baseaward
(1,800%withmultiplier
forFY24only);and
• CFO:350%baseaward(525%
with relative TSR multiplier).
For the FY24 grant, the base
awardisbased100%onfinancial
metrics, with adjusted EPS
andunderlyingcashflow
Ⓐ
pre-growth capital expenditure
weightedequally.
The relative TSR multiplier is
assessed based on Ocado’s
relative TSR against the FTSE 100
(excluding investment trusts)
asfollows:
• up to and including upper
quartileperformance=1xbase
awardoutcome;
• upper decile performance or
above=1.5xbaseaward
outcome; and
• straight-line vesting in between
these two points.
For the CEO’s FY24 PSP award
only,ifthesharepricehits£29.69
in March 2027, an enhanced
multiplierof4.5x(insteadof1.5x)
thebaseaward(of400%of
salary) will apply.
The maximum opportunity for
each Executive Director, as a
percentage of base salary,
isasfollows:
• CEO:400%baseaward
(600%withrelativeTSR
multiplier); and
• CFO:350%baseaward(525%
with relative TSR multiplier).
FortheFY25grant,thebase
awardwillbebased100%on
financial metrics, with adjusted
EPS and underlying cash flow
Ⓐ
pre-growth capital expenditure
weightedequally.
The relative TSR multiplier will
beassessedbasedonOcado’s
relative TSR against the FTSE 100
(excluding investment trusts)
asfollows:
• up to and including upper
quartileperformance=1xbase
award outcome;
• upper decile performance
orabove=1.5xbaseaward
outcome; and
• straight-line vesting in between
these two points.
Directors’ Remuneration Report continued
130 OCADO GROUP PLC Annual Report and Accounts 2024

Shareholdingrequirements
Purpose and link to strategy: To align Executive Directors and shareholders.
Other remuneration
During the period, the Executive Directors continued their participation in the all-employee Sharesave and Share Incentive Plan
(“SIP”)Schemes.Itisexpectedthat,in2025,theExecutiveDirectorswillcarryontheirparticipationintheschemes.
ChairoftheBoardandNon-ExecutiveFees
NodecisionshaveyetbeenmaderegardingNon-ExecutiveDirectorandChairfeesforFY25;however,anychangeswillbe
disclosed in next year’s report.
OtherremunerationfortheNon-ExecutiveDirectors(Audited)
In addition to their fees, the Non-Executive Directors are entitled to a staff shopping discount consistent with the
Group’semployees.
The Company has obtained a written confirmation from each Non-Executive Director that they have not received any other items
in the nature of remuneration from the Group, other than those already referred to in this Report.
KeyfeaturesofcurrentPolicy
Operationintheyearended
1December2024
ProposedimplementationofPolicy
intheyearending30November2025
ShareholdingrequirementforExecutiveDirectors:
• CEO:400%ofsalary;and
• CFO:300%ofsalary.
Post-cessationshareholdingrequirementof100%
ofpre-cessationshareholdingrequirementfortwo
yearsfromleavingtheCompany.
Toenforcethepost-cessationrequirement,any
departing Executive Director to whom this applies
will sign a certificate of compliance agreeing to
retaintherequirednumberofsharesfortwoyears
fromleavingtheCompany.Therequirednumberof
shares will be fixed based on the share price at the
dateofcessation.
See page 144 for Director
shareholdings.
No planned change.
131OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

AnnualReportonRemuneration–FY24
This part of the Directors’ Remuneration Report sets out the Directors’ remuneration paid in respect of FY24. It details the
payments to Directors and the link between Company performance and remuneration of the CEO. This part, together with the
“Description of the Remuneration Committee” section on pages 126 and 127 and the “Implementation of Policy for 2024 and
proposedimplementationfor2025”sectiononpages128-131,constitutestheAnnualReportonRemuneration,andwillbeputto
anadvisoryshareholdervoteattheCompany’sAnnualGeneralMeeting(“AGM”)on29April2025.
SingleTotalFigureofRemuneration(Audited)
The total remuneration for the period for each of the Executive Directors is set out in the table below.
Basesalary(Audited)
Duringtheyear,theCommitteereviewedthesalariesoftheExecutiveDirectors.Aftertakingintoaccountanumberofrelevant
factors which are discussed in more detail below, the Committee recommended that all basic salaries be increased. The following
table shows the change in each Executive Director’s salary.
The changes to base salary were made in line with the current Policy. The Executive Directors received an increase in base pay
of3.8%,whichwasbelowtheoverallpercentagesalaryincreasesforFY24formonthlypaidemployees(4%).
The Committee was presented with a number of benchmark comparators and debated which was most appropriate for the
current business. The Committee determined that the most suitable approach was to continue to benchmark against the FTSE
100, which will provide consistency with past practice, our key talent pools and the PSP TSR performance measure, and agreed to
keep this under review. The use of the FTSE 100 as a benchmark was also considered in the development of the 2024 Policy and
the Committee concluded that it was the right comparator to use.
Director Tim Steiner Stephen Daintith MarkRichardson
6
Neill Abrams
6
Total
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
Salary 815 784 607 584 81 479 81 479 1,583 2,738
Taxable benefits
1
1 1 1 1 - 1 - 1 2 11
Pensions
2
57 55 42 41 6 33 6 33 111 195
Totalfixedpay 873 840 650 626 87 513 87 513 1,696 2,944
Variable pay
AIP
3
1,737 1,106 1,246 871 122 587 139 748 3,244 3,462
SIP
4
4 4 3 – – 4 – 4 7 12
Sharesave – – – – – –
VCP
5
– – – – – –
Total variable pay 1,741 1,110 1,249 871 122 591 139 752 3,251 3,474
Total remuneration 2,614 1,950 1,899 1,497 209 1,104 226 1,265 4,949 6,418
1. Taxable benefits include one or more of: private healthcare; life assurance; or travel insurance.
2. No Executive Directors participate in a Group defined benefit or final salary pension scheme.
3. Upto50%oftheAIPpaymentispaidincash(uptoamaximumof100%ofsalaryinFY23)andatleast50%willbedeferredinsharesforaperiodofthreeyears.
Therearenoperformanceconditionsattachedtothedeferredelement,onlyserviceconditions.
4. UndertheSIP,awardsofFreeSharesandMatchingSharesbecameunrestrictedduringtheperiod.Theseawardsareexplainedonpage145.
5. NofiguresarestatedfortheVCPtoshowthatalthoughvestingwascapableofoccurringduringthefourthandfifthyearsoftheVCPinMarch2023andMarch2024
respectively,theminimumTSRunderpinwasnotmetineitheryearandthereforenonil-costoptionsvestedinFY23orFY24.
6. LukeJensenresignedfromtheBoardwitheffectfrom30September2023.MarkRichardsonandNeillAbramssteppeddownasExecutiveDirectorswith
effectfrom2February2024.
7. Anexplanationofeachelementoftotalremunerationpaidinthetableaboveissetoutinthefollowingsection.
Year
Salary2024
(£)
Salary2023
(£)
Effective
from
Tim Steiner 824,570 794,383 1April2024
Stephen Daintith 614,517 592,020 1April2024
Mark Richardson
1
n/a 485,456 1April2024
NeillAbrams
1
n/a 485,456 1April2024
1. MarkRichardsonandNeillAbramssteppeddownasExecutiveDirectorswitheffectfrom2February2024andthereforetheirsalariesfor2024arenotdisclosed.
Directors’ Remuneration Report continued
132 OCADO GROUP PLC Annual Report and Accounts 2024

Taxablebenefits(Audited)
The Executive Directors received taxable benefits during the period, notably private medical insurance. They also received other
benefits which are not taxable, including income protection insurance, life assurance and Group-wide employee benefits, such as
an employee discount. These benefit arrangements were made in line with the current Policy, which allows the Company to
provide a broad range of employee benefits.
Pensions(Audited)
The Company made pension contributions on behalf of the Executive Directors to the defined contribution Group personal
pension scheme. The employer contributions to the pension scheme in respect of each Executive Director are made in line with
the Group personal pension scheme for all employees. In order to ensure continued alignment between Executive Director and
widerworkforcepensioncontributions,allExecutiveDirectorshavereceivedacontributionrateof7%ofsalarysinceApril2020.
Pension contributions can be made to the Executive Directors (and any other employee) as a cash allowance where the Executive
Director(oremployee)hasreachedtheHMRCtax-freeannualallowancelimitforpensioncontributionsasprovidedforinthe
current Policy. In accordance with the current Policy, Tim Steiner and Stephen Daintith have elected to receive part of their
pensioncontributionsasanequivalentcashallowance.
AnnualIncentivePlan(Audited)
TheFY24AIPwasbasedontheperformancetargetsandweightingssetoutbelow.Weaimtotransparentlydiscloseourdetailed
performanceagainsttargetswherecommerciallypossible.AllmetricsaredirectlylinkedtoourstrategicKPIsandoveralllong-
termsuccessoftheCompany,with9ofthe10measureshavingquantifiableperformancemetrics.Detailsofthequalitative
measure(Environment)isfullydisclosed.
When reviewing final outcomes, the Committee has carefully considered overall business and individual performance to ensure
an appropriate pay for performance link.
TheCEOhadamaximumbonusopportunityof275%ofsalaryandtheCFOhadamaximumopportunityof250%ofsalary.
Weightingsof
performancecondition Performance targets Performance outcome
Performance conditions
Tim
Steiner
Stephen
Daintith Threshold Maximum
Actual
performance
Percentage
ofmaximum
performance
achieved
Financial metrics
OSPdirectoperatingcostsasa%
ofclientsalescapacity 20.0% 19.0% (1.85)% (1.65)% (1.60)% 100%
Improvement in underlying cash flow
Ⓐ
20.0% 24.0% £140m £200m £216m 100%
TechSolutionsEBITDA
Ⓐ
(incl.OIA) 15.0% 15.5% £49m £79m £81m 100%
ORLEBITDA
Ⓐ
10.0% 12.0% £16m £36m £45m 100%
Growth metrics
International site utilisation growth 15.0% 10.5% Seepage134 Seepage134 Seepage134 27.4%
OIAvalueofnewASRSdealssigned 5.0% 3.5% £50m £80m - -
ORL orders per week 5.0% 3.5% 455,000 480,000 510,000 100%
ESG metrics
Environment 5.0% 8.5%
EV fleet roll-out
Improved ESG reporting
Not met
Met 50%
People–Diversity(targetsmet) 2.5% 1.75% 6 9 4 -
People – eNPS 2.5% 1.75% 25 33 23 -
Performance outcome
Totalachieved(%ofmaximum) 76.6% 81.1%
Totalpayout(£’000)
1
1,737 1,246
1. TheapplicablesalaryusedforcalculatingthebonuspaymentundertherulesoftheFY24AIPistheapplicablebasesalaryonthedateofpayment.
133OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

PerformanceundertheFY24AIPwasmeasuredagainst10performancemeasures.Ofthe10measures,allexceptmeasure8
havequantifiableperformancetargetswith“minimum”and“maximum”conditions.25%ofanawardvestsforminimum
performancerisingonastraight-linebasisto100%formaximumperformance.
Measure 2 (Improvement in underlying cash flow
Ⓐ
) – the Committee gave consideration to the achievement of this measure,
noting that achievement had been adjusted down due to the exclusion of planned capital expenditure that had been deferred
orcancelled.
Measure 5 (International site utilisation growth)–requiredanincreaseinsiteutilisationacrossourexistinginternationalgrocery
partners. While this measure met the performance target threshold, full details of the performance achieved has not been
disclosed on the basis that this measure relates to our Partners’ confidential utilisation data.
Measure 8 (Environment)–requiredmanagementtomeetanumberoftargetsinrelationtotheelectrificationoftheUKvanfleet;
and to improve ESG reporting including the accuracy and external assurance of ESG data. Whilst significant progress was made
againsttheEVfleetroll-out,thetargetswerenotmetandthisportionofthemeasurewastreatedasazeropayout.Theimproved
ESGreportingmeasurewasfullyachievedandthereforeanoutcomeof50%ofmaximumwasachievedforthismeasure.
Overall,thisresultedinbonuspaymentstoExecutiveDirectorsbasedon76.6%to81.1%ofmaximumachievement.The
CommitteecarefullydiscussedtheoutcomeofeachAIPmeasure,assessingbusinessfactorsandbroaderconsiderationsoutside
the Company, and is confident that outcomes are consistent with the underlying performance of the business. Therefore, the
Committee determined that no overriding discretion will be applied to the bonus outcome, except to the measures outlined above.
Inagreeingtopaythebonus,theCommitteeappliedtherules,whichstipulatethat50%oftheAIPachievedintheyearwillbe
deferred into shares for three years (subject to a two-year holding period on vesting).
ValueCreationPlan(Audited)
TheVCPceasedfollowingthefinalMeasurementDateon30March2024.Nonil-costoptionswerebankedunderanyof
Tranches1,2or3atthefifthMeasurementDate,nordidanyvest.
TheinitialpricefortheVCPwas£13.97forTranche1(beingtheaveragepriceoverthe30-dayperiodpriortothe2019annual
generalmeeting),£19.60forTranche2(beingthepriceatwhichequitywasraisedbytheCompanyon10June2020)and£7.95
forTranche3(beingthepriceatwhichequitywasraisedbytheCompanyon20June2022).Attheendofeachyearofthe
performance period, the participating Executive Directors received the right to share awards with a value proportionate to the
differencebetweentheCompany’sTSR(“MeasurementTSR”)andtheThresholdTSRattherelevantMeasurementDate.
The Threshold TSR or hurdle, which had to be exceeded before share awards could be earned by the Executive Directors,
wasthehigherof:
• the highest previous Measurement TSR at which the individual banked awards; and
• theInitialPrice(£13.97forTranche1;£19.60forTranche2;and£7.95forTranche3)compoundedby10%perannum.
If the value created at the end of a given year did not exceed the Threshold TSR, nothing would accrue in that year under the VCP.
Thevestingschedulefortheoriginalfive-yearVCPprovidedthat50%ofthecumulativenumberofshareawardswouldvest
followingthethirdMeasurementDateand50%ofthecumulativebalancefollowingthefourthMeasurementDate,with100%
ofthecumulativenumberofshareawardsvestingfollowingthefifthMeasurementDate.TheVCPextensionwasnotutilisedfor
anyExecutiveDirector;however,forinformation,therevisedvestingschedulefortheextendedVCPallowedfor50%ofthe
cumulativenumberofshareawardstovestfollowingthethirdtoseventhMeasurementDates(inclusive),with100%ofthe
cumulativenumberofshareawardsvestingfollowingtheeighthMeasurementDatein2027.Ateachvestingdate,vesting
ofawardswassubjectto:
• aminimumTSRunderpinof10%CompoundAnnualGrowthRate(“CAGR”)beingmaintained;
• any shares vesting could not be sold prior to the fifth anniversary from grant;
• anannualcaponvestingof£20mfortheCEOand£5mfortheCFO;and
• Committee discretion (as set out in the current Policy) to adjust the formulaic vesting outcome if it was not a fair and accurate
reflection of performance.
Measurement Dates
Thefirst,second,third,fourthandfifthVCPMeasurementDateswere12March2020,11March2021,10March2022,30March
2023and30March2024,30daysafterthepublicationoftheFY19,FY20,FY21,FY22andFY23financialresultsrespectively.
Following the capital raise that was undertaken by the Company in June 2020, a new Tranche of award under the VCP was
created.Thenewlyissuedequity(Tranche2)wascreatedatthedatethattheequitywasraisedanditsInitialPricewastheshare
priceatwhichtheequitywasissued(£19.60).
AsecondcapitalraisewasundertakenbytheCompanyinJune2022and,asaresult,athirdTrancheofawardsundertheVCP
wascreated.Thenewlyissuedequity(Tranche3)wasalsocreatedatthedatethattheequitywasraisedanditsInitialPricewas
thesharepriceatwhichtheequitywasissued(£7.95).
Directors’ Remuneration Report continued
134 OCADO GROUP PLC Annual Report and Accounts 2024

NotingthepriceatwhichtheCompanyraisedequityinJune2022,whenapprovingthecreationofTranche3,theCommittee
agreedthatitwouldreviewoverallbusinessperformanceatthepointofanyfuturebankingorvestingofawardsunderTranche3.
Specifically, the Committee would take into consideration factors such as (but not limited to):
• changes in Company shareholder value over the period;
• broader changes in the technology market; and
• underlying business performance as context for deciding whether any banking or vesting of awards under the new
Trancheisappropriate.
ForbothTranches2and3,thenewlyissuedequityneededtohavegrownatthesamerates(10%perannum)ateach
correspondingMeasurementDateastheinitialequity(Tranche1).
ForallthreeTranches,VCPparticipantswereentitledtothesameshareofthenewequityastheinitialequity,aboveaThreshold
TSR. Performance was tested for all Tranches at the same date. This approach ensured that any vesting under the VCP was
fullyattributabletomanagement’sperformanceingrowingthevalueofshareholderfundsprovidedandfordeliveringvalue
toexistingshareholders.
The following table sets out the number of nil-cost options (“NCOs”) that were granted to Executive Directors in office at the first,
second, third, fourth and fifth Measurement Dates under the VCP.
OnthefirstvestingdateundertheplaninMarch2022,the10%CAGRTSRunderpinwasnotmetforeitherTranches1or2and
thereforenovestingoccurred.Additionally,onthesecondandthirdvestingdatesinMarch2023andMarch2024respectively,
the10%CAGRTSRunderpinwasnotmetforanyofTranches1,2or3andthereforenovestingoccurred.Fortheavoidanceof
doubt,theCommitteedidnotapplydiscretiontotheseoutcomes.AsthefifthMeasurementDatewasthefinalMeasurementDate
at which these shares could have vested, these shares have now lapsed.
Year Year1 Year2 Year3 Year4 Year5
Tranche
1
Tranche
2
Tranche
1
Tranche
2
Tranche
1
Tranche
2
Tranche
3
Tranche
1
Tranche
2
Tranche
3
Cumulative
total
Measurement Date
12
March
2020
11
March
2021
11
March
2021
10
March
2022
10
March
2022
30
March
2023
30
March
2023
30
March
2023
30
March
2024
30
March
2024
30
March
2024 –
Threshold TSR
(pershare)
£10.6bn
£(15.16)
£11.9bn
£(16.68)
£0.71bn
£(21.06)
Group1:
£16.7bn
£(23.28)
Group1:
£0.78bn
£(23.28)
Group1:
£16.8bn
£(23.28)
Group1:
£0.86bn
£(25.61)
Group1:
£0.62bn
£(8.56)
Group1:
£16.8bn
£(23.28)
Group1:
£0.94bn
£(28.17)
Group1:
£0.68bn
£(9.42)
Group2:
£13.2bn
£(18.34)
Group2:
£0.78bn
£(23.16)
Group2:
£14.6bn
£(20.28)
Group2:
£0.86bn
£(25.61)
Group2:
£0.62bn
£(8.56)
Group2:
£16.1bn
£(22.31)
Group2:
£0.84bn
£(28.17)
Group2:
£0.68bn
£(9.42)
Measurement TSR
(MeasurementPrice)
£7.9bn
£(11.23)
£16.6bn
£(23.28)
£0.78bn
£(23.28)
£9.2bn
£(12.86)
£0.4bn
£(12.86)
£3.4bn
£(4.68)
£0.16bn
£(4.68)
£0.34bn
£(4.68)
£3.3bn
£(4.60)
£0.15bn
£(4.60)
£0.33bn
£(4.60)
Aggregatenumber
ofNCOsgrantedto
Executive Directors
– 3,547,602 55,861 – – – – – 3,603,463
Tim Steiner
(NCOsgranted) –
2,027,202 31,921 – – – – – 2,059,123
Stephen Daintith
(NCOsgranted) –
– – – – – – – –
1.  TheMeasurementPriceisthe30-dayaverageclosingsharepriceforthe30daysfollowingtheannouncementoftheresultsfortherelevantfinancialyear.Thisis£11.23,
£23.28,£12.86,£4.68and£4.60forthefirst,second,third,fourthandfifthMeasurementDatesrespectively.
2. For Tranche 1, the Threshold TSR is the higher of the highest previous Measurement Price at which the individual banked awards under this Tranche and the Initial Price
compoundedby10%p.a.between1May2019and30March2024,beingthestartoftheVCPperformanceperiodandthefifthMeasurementDate.ForTranche2,the
ThresholdTSRisthehigherofthehighestpreviousMeasurementPriceatwhichtheindividualbankedawardsunderthisTrancheandthePlacingPrice(£19.60)compounded
by10%p.a.between10June2020and30March2024,beingthedateofthecapitalraiseandthefifthMeasurementDate.ForTranche3,theThresholdTSRisthehigherofthe
highestpreviousMeasurementPriceatwhichtheindividualbankedawardsunderthisTrancheandthePlacingPrice(£7.95)compoundedby10%p.a.between20June2022
and30March2024,beingthedateofthecapitalraiseandthefifthMeasurementDate.
3.  TimSteinerisa‘Group1’participants,ashejoinedtheVCPpriortothesecondMeasurementDate.AsStephenDaintithjoinedtheBoardinMarch2021,followingthesecond
MeasurementDate,hejoinedtheVCPasaGroup2participant.ThethresholdTSRforGroup1participantsisthesecondMeasurementPriceof£23.28atwhichtheybanked
awardsinMarch2021.Group2participantsarenotsubjecttothethresholdof£23.28atwhichGroup1participantsbankedawardsinthesecondyearoftheVCP.
135OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

PerformanceSharePlan(audited)
During the year, the Committee granted the first Performance Share Plan (“PSP”) award under the 2024 Policy to Executive
Directorson16May2024.TheCEO’sandCFO’sbaseawardhadafacevalueof400%and350%ofbasesalaryrespectivelywith
amaximummultiplierof4.5xand1.5xrespectivelysuchthattheoverallmaximumawardswere1,800%and525%ofsalary
respectively.
The normal vesting date of the PSP awards will be 16 May 2027, being the third anniversary of the award date. Once vested, the
PSP award will normally be exercisable until the day before the 10th anniversary of the award date and is subject to a two-year
holding period commencing on vesting.
The awards are subject to the following performance targets:
Measure Weighting
Threshold(25%of
maximum vesting)
Maximum(100%of
maximum vesting)
AbsoluteimprovementinadjustedEPS,FY26vsFY23(pencepershare) 50%
7 pence per share
improvement
21 pence per share
improvement
Underlyingcashflow
Ⓐ
pre-growthcapitalexpenditureinFY26(£m) 50% £65m £240m
1. TargetsarebasedonOcadoRetailbeingequityaccountedforasajointventure.
2. AdjustedEPSisdefinedastheadjustedearningsaftertaxattributabletoownersdividedbytheweightedaveragenumberofsharesinissueduringtheyear.
3. Underlyingcashflow
Ⓐ
pre-growthcapitalexpenditureisdefinedasthemovementincashandcashequivalentsbeforeanyinvestmentingrowthcapitalexpenditure.
ThisincludescapitalexpenditureinrelationtoinstallingMHEforanewCFC,installingincrementalMHEtoincreasethenumberoflivemodulesinaCFCorfornewproducts,
replacement,advancepurchasesforfutureCFCconstructionandanypreparatorymaterialfornewCFCs,revisitsandretrofits.Underlyingcashflow
Ⓐ
excludes the impact
ofanyadjusting(exceptional)items,transactioncostsofanyrefinancingactivities,anymergersandacquisitionsactivity,andanyforeignexchangemovements.
Relative TSR multiplier
The relative TSR multiplier will be assessed based on Ocado’s relative TSR against the FTSE 100 (excluding investment trusts)
over the three-year performance period, as follows:
• uptoandincludingupperquartileperformance=1xbaseawardoutcome;
• upperdecileperformanceorabove=1.5xbaseawardoutcome;and
• straight-line vesting in between these points.
The FTSE 100 was considered the most appropriate peer group when the PSP was awarded, being the index in which Ocado sat
atthetime.Furtherdetailsaresetoutonpage189ofthe2023AnnualReport.
Enhancedmultiplier(FY24awardforCEOonly)
Additionally,fortheCEO’sFY24PSPawardonly,an“enhancedmultiplier”willoperatewhichdeliversasimilarpayouttowhat
theVCPwouldhavedeliveredontheachievementofthesameexceptionalsharepricegrowthhurdlethatTranche1wouldhave
requiredin2027.Specifically,ifthesharepricehits£29.69(whichisthe2027hurdleunderTranche1oftheVCP)inMarch2027,
anenhancedmultiplierof4.5xofthebaseaward(ofupto400%ofsalary,testedagainstthebaseperformanceconditions)will
apply. For the avoidance of doubt, if upper decile relative TSR is achieved but the share price at the end of the performance
periodisbelow£29.69thenonlythe1.5xrelativeTSRmultiplierwillapply–theenhancedmultiplieronlycomesintoeffect
ifthetargetsharepriceishit.
Iftheenhancedmultiplieristriggered,vestingoftheawardwillbeinthreeequalTranches(in2027,2028and2029)andholding
periods will apply such that, in normal circumstances, no awards will be released prior to the fifth anniversary of the grant.
ShareIncentivePlan(“SIP”)(Audited)
The2021awardsofFreeSharesmadeundertheSIPbecameunrestrictedduringtheperiodon26April2024and25October
2024. Certain Matching Shares also became unrestricted during the period. Free Shares and Matching Shares awarded under the
SIP are subject to a three-year forfeiture period starting from the date of grant. This means that if an Executive Director ceases to
be employed by the Group during the three-year period, the Free Shares and Matching Shares will be forfeited. Partnership
Shares purchased under the SIP are not included in the total remuneration table as these are purchased by the Executive
Directors from their salary, rather than granted by the Company as an element of remuneration. Only the value of Free Shares and
Matching Shares that became unrestricted during the period are shown in the total remuneration table. The value shown is the
valueofthesharesonthedatethattheybecameunrestricted.UnrestrictedsharescanbeheldintrustundertheSIPforaslong
as the Executive Director remains an employee of the Company.
Recoveryofsumspaid(Audited)
No sums paid or payable to the Executive Directors were sought to be recovered by the Group.
Directors’ Remuneration Report continued
136 OCADO GROUP PLC Annual Report and Accounts 2024

Non-Executive Directors
Total fees (Audited)
The fees paid to the Non-Executive Directors and the Chair of the Board during the period ended 1 December 2024 and the
period ended 3 December 2023 are set out in the table below.
Fees
Taxable
benefits
Pension
entitlements
Annual
bonus
Long-term
incentives
Recovery of
sums paid
Total
remuneration
Non-Executive Director
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
FY24
£’000
FY23
£’000
Rick Haythornthwaite
1
414 398 – – – – – – – – – – 414 398
Jörn Rausing 82 79 – – – – – – – – – – 82 79
Andrew Harrison 142 143 – – – – – – – – – – 142 143
Emma Lloyd 90 87 – – – – – – – – – – 90 87
Julie Southern 112 108 – – – – – – – – – – 112 108
Nadia Shouraboura 90 87 – – – – – – – – – – 90 87
Julia M. Brown
2
90 85 – – – – – – – – – – 90 85
Rachel Osborne 103 25 – – – – – – – – – – 103 25
Gavin Patterson
3
46 – – – – – – – – – – – 46 –
Adam Warby
4
7 – – – – – – – – – – – 7 –
Total 1,176 1,012 – – – – – – – – – – 1,176 1,012
1. Rick Haythornthwaite stepped down from the Board with effect from 30 November 2024.
2. Julia M. Brown received an additional £4,550 in respect of FY23 and £7,800 in respect of FY24 in error, with the overpayment being recovered in FY25.
3. Gavin Patterson joined the Board with effect from 1 June 2024.
4. Adam Warby joined the Board with effect from 1 November 2024.
Non-Executive Directors receive a basic fee and additional fees for chairing the People Committee, Remuneration Committee
orAudit Committee, for being a member of the Remuneration Committee or Audit Committee, or holding the position of
SeniorIndependent Director (“SID”). There is currently no additional fee payable to the DNED.
The remuneration arrangements for the Non-Executive Directors (except the Chair of the Board) were reviewed by the Executive
Directors and the Chair of the Board during the period and the basic fees for Non-Executive Directors were increased in FY24 to
£82,690 (FY23: £79,664), whilst the fee for chairing a Committee was increased to £22,346 (FY23: £21,528). The fee for the role
of SID was also increased to £22,346 (FY23: £21,528) and the fee for being a member of the Remuneration Committee or the
Audit Committee was increased to £8,420 (FY23: £8,112).
The Remuneration Committee reviewed Rick Haythornthwaite’s Chair fees during the period, increasing the annual fee to
£418,988 (FY23: £403,650). In addition, he was entitled to receive an expense allowance of £55,865 (FY23: £53,820) per annum
inrespect of office support costs.
On appointment as Chair of the Board, Adam Warby’s fees were set at £400,000.
Additional context on Executive Director pay
Overall link to remuneration and equity of the Executive Directors
The table below sets out, for each Executive Director, the single figure for FY24, the number of shares held by the Director at the
beginning and end of the financial year and the impact on the value of these shares taking the opening price and closing price for
the year. It is the Committee’s view that the total exposure of the Executive Directors to the Company is more relevant to their
focus on the long-term sustainable performance of the Company than the single figure of remuneration for a particular year.
FY24 single
figure
(£’000)
Shares held
atstart of year
Shares held
atend of year
Value of shares
at start of year
(£’000)
Value of shares
at end of year
(£’000)
Difference
(£’000)
Tim Steiner 2,614 19,833,282 19,890,124 117,850 63,331 (54,519)
Stephen Daintith 1,900 14,536 15,168 87 49 (38)
1. Stephen Daintith joined the Board with effect from 22 March 2021 and hence has had less time than the CEO to build up his shareholding. See page 145 for additional awards that
will vest over the next three years.
2. Mark Richardson and Neill Abrams resigned from the Board with effect from 2 February 2024 and are therefore excluded from the table.
The closing market price of the Company’s shares as of 29 November 2024, being the last trading day in the period ended
1 December 2024, was 318.4 pence per ordinary share (FY23: 594.2 pence) and the share price range applicable during the
period was 281 pence to 789 pence per ordinary share.
137OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Widerworkforceconsiderationsandourapproachtofairness
When making decisions on executive remuneration, the Committee considers a number of factors related to the wider workforce,
including policies and practices throughout the Company, as well as feedback from our DNED on workforce remuneration and our
all-employee remuneration report.
We are committed to ensuring that our people are rewarded fairly and competitively for their contribution to our success. In
OcadoLogistics,inFY24,wemadesignificantinvestmentsinpay,withsettlementsrangingfrom4.1%to8.8%forourwarehouse
and Customer Service Team Members (“CSTM”). We have also continued to invest in pay for our Technology Solutions business,
withaverageincreasesinemployeesalariesof4%inFY24(comparedtoincreasesof3.8%forExecutiveDirectors).
WiththemajorityofourworkforceintheUKworkinginOcadoLogistics,wecontinuetofocusondeliveringarelevantpackage
and experience based on the following principles:
• Holistic approach. We believe that the value of the whole Total Reward package is more important than focusing solely
onbasepay.Thisisakeyelementofourphilosophyandisechoedinemployeesentimenttowardsrewardandbenefits.
• Flexibility. We believe that what differentiates us from other employers is the flexibility that we offer, which we are focused on
continuing to improve. Ocado also offers various flexible options around shift patterns, giving all employees the opportunity to
earnabovetheRealLivingWagewithfurtherextensionoftheseoptionsplannedforthisyear.
• Independence. We want flexibility to set pay in all of our locations in order to attract and retain the appropriate talent. The rates
offeredlocallyarenegotiatedalongsidetherecognisedunion,Usdaw,andwithstronginvestmentinpayoverrecentyears,we
are confident that these rates are robust.
Withourguidingprincipleoftakingaholisticview,inOcadoLogistics,thisyear,welaunchedthetotal360healthandwellbeing
application,Help@hand.Employeescanaccessarangeofhigh-quality,triedandtestedhealthandwellbeingservicessuchas:
• 24/7, unlimited remote GP appointments;
• free physiotherapy sessions;
• on-demand wellness content – podcasts, articles, webinars and more; and
• afullyintegratedEmployeeAssistanceProgramme,includinga24/7helplineforemotionalandpracticalsupport,
aswellasfinancialandlegalsupport.
AcrossbothOcadoLogisticsandTechnologySolutions,wecontinuetooffervarioushealthandfinancialwellbeingtools.Ourcore
benefits include life and sickness protection, retirement advice and a mental health support service. Our benefits platform,
Benefits+,isnowavailablein80%ofourcountriesandallowsemployeestoselectbenefitsthatmattermosttothem.Discounts+
offersretailsavingsandislivein65%ofourcountries,enablingouremployeestosavemoneyoneverythingfrombillsto
householdnecessitiesandlifestyleproducts.WecontinuetopromoteourretaildiscountintheUKonOcado.com.
Group-wideremunerationreport
AregularreportfrommanagementonGroup-wideremunerationisreviewedbytheCommittee.Thisreviewcoverschangesto
pay, benefits, pensions and share schemes for all employees in the Group, including the percentage increases in base pay for
monthly-andhourly-paidemployees.AndrewHarrison,asDNED,advocatesanddirectlyrepresentstheemployeevoiceduring
BoardandCommitteediscussions.TheDNEDreportstotheCommitteeoninsightsfromactivitiesundertakenacrosstheyear
withregardtoDNEDresponsibilities.FormoredetailsofwhatAndrewHarrisonhasdoneinFY24,seepage100.TheCommittee
carefully considers the relevant parts of these reports when making decisions on executive remuneration.
Share schemes
AkeyremunerationprinciplefortheGroupisthatshareawardsbeusedtorecogniseandrewardgoodperformance,andattract
and retain employees.
To help support alignment across the Group with the interests of shareholders and reward for Company performance, all
employeesintheGroupreceiveshareincentives.AllUKemployeesareeligibletoparticipateintheGroup’sSIPandSharesave
Scheme,andemployeeslocatedoutsidetheUKareeligibletoparticipateintheinternationalequivalentshareschemes.
CascadeofremunerationthroughtheCompany
AllUKstaffintheCompanyareeligibletoparticipateintheCompany’sall-employeeshareschemes,pensionschemeandlife
assurancearrangements.InlinewiththeUKCorporateGovernanceCode(the“Code”),thecurrentPolicyensuresthatpension
contributions for existing and any future Executive Directors are fully aligned with the level currently offered to all employees to
ensure greater fairness across the Company.
ForemployeesbelowBoardlevel,thecomponentsandlevelsofremunerationreflecttheseniorityoftherole,skills,competence
and contribution. The Group operates some tailored bonus and long-term incentive arrangements for certain groups of
employees.
Theall-employeeremunerationreportisconsideredbytheCommitteewhenmakingdecisionsonpayforbothExecutive
Directors and the wider workforce population.
Directors’ Remuneration Report continued
138 OCADO GROUP PLC Annual Report and Accounts 2024

EmploymentatOcado
OcadoGroupbelievesadiverseandinclusiveworkforceisakeyfactorinbeingasuccessfulbusiness.OurEqualOpportunities
Policy is dedicated to creating an environment for our employees that is free from discrimination, harassment and victimisation,
which reflects our commitment to create a diverse workforce, environment and pay strategy that support all individuals
irrespective of their gender, age, race, disability, sexual orientation or religion.
Genderpaygap
Wearecommittedtopayparityandaimtoensureweprovideequalopportunityforall.Weareproudoftheworkwehavedone
around diversity and inclusion during the year, and want to continue to improve retention and attract the best female talent as well
as other under-represented groups.
TheCompanyreportsspecificinformationaboutthedifferenceinaveragepayforitsmaleandfemaleemployeesasrequiredby
gender pay gap legislation. The Company’s gender pay gap metrics are submitted by the Group’s main employing entity, Ocado
Central Services Limited, and the headline gender pay metric is the difference in the median hourly pay received by men and
women. Our FY24 results continue to show a balanced position between the genders, with the headline metric (median pay gap)
slightlyfavouringwomenby0.8%,havingslightlyfavouredmeninFY23.Themeangenderpaygapcontinuestofavourfemale
employees,withapaygapof11%.
Wearecommittedtopayingfairlyandwearefocusedonprovidinganequalopportunityforallemployees.Formoreinformation
and to view the full metrics, see the Government gender pay gap service portal or our website, www.ocadogroup.com.
ChiefExecutiveOfficerpayratio
ThetablesbelowsetoutthetotalpayoftheCEOandUKemployeepopulationasawholeatmedian,lowerquartileandupper
quartileusingthemethodologyappliedtothesinglefigureofremunerationattheendoftheperiod.
TheCEOpayratio,whencalculatedinlinewiththeregulations,hasgrownversusthefiguresfor2023(87:1versus72:1lastyear).
ThewideningofourCEOpayratioreflectsanincreaseinCEOremuneration,duetotheAIPaward,whilethecomparatorgroup
remained stable.
Executive Director pay is more at risk than wider employee pay due to the use of variable pay, resulting in a total pay ratio that can
change significantly from year-on-year. Details on the differences between the remuneration of Executive Directors and the wider
workforce can be found on page 141. The Committee is satisfied that its policies on reward drive the right behaviours at Ocado
and ensure that our employees are rewarded fairly and competitively for their contribution to our success. Therefore, the
Committee believes that the median pay ratio is consistent with the Group’s pay, reward and progression policies.
Year Method
CEO
remuneration
(£’000)
25thpercentile
pay ratio
Median
payratio
75thpercentile
pay ratio
FY24–reportedfigures OptionB 2,614 101:1 87:1 85:1
FY23–reportedfigures OptionB 1,957 75:1 72:1 60:1
FY22–reportedfigures OptionB 2,004 85:1 80:1 68:1
FY21–reportedfigures OptionB 1,968 88:1 82:1 67:1
FY20–reportedfigures–restated OptionB 6,211 283:1 278:1 217:1
FY19–reportedfigures–restated OptionB 59,038 2,834:1 2,619:1 2,349:1
1. OptionBwasselectedtocalculateCEOpayratiosasaproportionate,sustainableandrepeatableapproachgiventhesizeandstructureoftheOcadoworkforce.
2. Fromtheinformationusedtocalculatethemostrecentgenderpaygapateachofthe25th,50thand75thpercentiles,20employeeswereidentifiedascomparatorsandtheir
remunerationcalculated(theremunerationfiguresforeachemployeeweredeterminedwithreferencetothefinancialyearended1December2024).Themedianremuneration
foreachgroupof20employeesisreportedasthecomparatorvalueforCEOpayratiocalculations.Usingthemedianvaluefromgroupsofemployeesateachofthe25th,50th
and75thpercentilesprovidesamorerepresentativeestimatethanifbasedonanindividualemployee,reducingtheinfluenceofanoutliervalue.
3. Nocomponentsofpayhavebeenomittedandnoestimatesoradjustmentsweremade.
CEO
UKemployees(full-timeequivalents)
Totalpayandbenefits(£’000) Salary(£’000)
Year
Totalpayand
benefits
(£’000)
Salary
(£’000)
25th
percentile Median
75th
percentile
25th
percentile Median
75th
percentile
FY24 2,614 815 25.8 29.9 30.6 24.6 28.0 29.7
139OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

CEO historical remuneration
Thetablebelowsummarises,inrespectoftheCEO,thesinglefigureoftotalremuneration,theAIPorbonusplanpaymentasa
percentage of maximum opportunity, and the long-term incentive payout as a percentage of maximum opportunity for the current
period and the previous 10 financial years.
Year CEOtotalremuneration(£’000)
AIPorbonuspaymentasa
percentageofmaximumtarget
achievement(%ofmaximum)
Long-termincentivesasa
percentageofmaximum
opportunity(%ofmaximum)
2024 2,614 76.6 -
2023 1,957 50.6 –
2022 2,004 56.7 –
2021 1,968 57.9 –
2020 6,211 94.2 79.9
2019 59,038 57.0 94.5
2018 3,996 70.5 50
2017 1,337 41.8 33.4
2016 1,141 43.6 43.2
2015 5,098 65.0 90.8
1. From2010,theCompanyhadtheJointShareOwnershipScheme(“JSOS”)asthemainformoflong-termincentiveplan.TheLTIPwasimplementedin2013andthefirstaward
hadaperformanceperiodendingin2015andavestingdatein2016.TheGrowthIncentivePlan(“GIP”)andSIPwerebothimplementedin2014,buthadvestingdatesin2019and
2017respectively.From2019to2024,theVCPwasthemainformoflong-termincentiveplan.
2. The2017LTIPvestedat46.1%ofmaximumandtheGIPvestedat100%ofmaximum.The2019long-termincentivevalueisaweightedaverageofthe2017LTIPandtheGIP.
3. The2018LTIPvestedat79.9%ofmaximum.TherewasnovestinginthefirstyearoftheVCP;therefore,the2020long-termincentivevalueisthesameasthe2018LTIP
vestingpercentage.
4. TherewasnovestingcapableofoccurringinthesecondyearoftheVCPinMarch2021andthe2018LTIPwasthelastawardunderthisscheme;therefore,the2021long-term
incentivevalueisN/A.
5. Vestingwascapableofoccurringduringthethird,fourthandfifthyearsoftheVCPinMarch2022,March2023andMarch2024respectively.However,theminimumTSR
underpinwasnotmetinanyoftheseyearsandthereforenonil-costoptionsvestedin2022,2023or2024.
TotalShareholderReturn
ThefollowinggraphshowstheTSRperformanceofaninvestmentof£100inOcadosharescomparedwithanequivalent
investmentintheFTSE100andFTSE250Indicesoverthepast10years.TheseIndiceswerechosenasOcadohas
historicallybeenaconstituentoftheFTSE250IndexandenteredtheFTSE100in2018.Bothrepresentabroadequity
market index against which the Company can be compared historically. The Company has not paid a dividend since its
AdmissionsotheCompany’sTSRdoesnotfactorindividendsreinvestedinshares.
28 Nov 2014 27 Nov 2015 25 Nov 2016 01 Dec 2017 30 Nov 2018 29 Nov 2019 27 Nov 2020 26 Nov 2021 29 Nov202401 Dec 202325 Nov 2022
Ocado TSR FTSE 100 TSR FTSE 250 TSR
TSR performance of an investment of £100
0
100
200
300
400
500
700
600
Directors’ Remuneration Report continued
140 OCADO GROUP PLC Annual Report and Accounts 2024

Directorsalary/feepercentagechangeversusemployeesofGroup
ThetablebelowshowshowthepercentagechangeineachDirector’ssalary/fees,taxablebenefitsandAnnualIncentivePlan
betweenFY23andFY24compareswiththeaveragepercentageincreaseineachofthosecomponentsofpayfortheUK-based
employeesoftheGroupasawholeonafull-timeequivalentbasis.Forthefifthyear,disclosureforallDirectorsinadditiontothe
CEOisincluded.OcadoGroupplchasnoemployeesandthereforeasubsetoftheGroup’semployees,thatbeingtheGroup’sUK
employees,hasbeenused.
Year-on-year increase in pay for Directors compared with the average employee increase:
2023/24 2022/23 2021/22 2020/21 2019/20
Director(onafulltime
equivalentbasis)
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Salary/
Fees
Taxable
benefits AIP
Tim Steiner 3.8% 16% 57.1% 4% – (7)% 3.5% (35.6)% 1% 2.5% (83)% (37)% 7% (33)% 74%
Stephen Daintith 3.8% 14% 42.9% 4% – 10% 3.5% (20.1)% 69% N/A N/A N/A N/A N/A N/A
AdamWarby
6
RickHaythornthwaite
6
3.8% 4% – – 2.3% – – N/A N/A N/A N/A N/A N/A
Jörn Rausing 3.8% 3% – – 5.2% – – 7% – – 10% – –
AndrewHarrison 3.8% 8% – – 12.6% – – 12.5% – – 21% – –
Emma Lloyd 3.8% (2)% – – 4.6% – – 21% – – 15% – –
Julie Southern 3.8% 4% – – 6% – – 30% – – 6% – –
Nadia Shouraboura 3.8% 10% – – 9% – – N/A N/A N/A N/A N/A N/A
JuliaM.Brown 3.8% – – – N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rachel Osborne 3.8% – – – N/A N/A N/A N/A N/A N/A N/A N/A N/A
Gavin Patterson
6
Averagepercentage
increaseforUK
employees
1
5.1% 21.6% 33.6% 6.1% (0.3)% (3.7)% 5.7% (3.1)% – 2.5% (2.1)% (27.8)% 3% 5% 100%
1. ThechangeinsalarydatafortheGroup’semployeesisonapercapitabasis.Theincreaseof5.1%isthechangeinaveragepercentageincreaseforUKemployees
asat1April2024toallowadirectcomparisonwiththeExecutiveDirectorsatasinglepointintime.Itisnottheyear-on-yearchangeinbasepay.
2. ThechangeinsalaryfortheExecutiveDirectorsisbasedonthebasesalaryreviewsetoutonpage132.
3. ThechangeintaxablebenefitsfortheExecutiveDirectorsissetoutonpage132.
4. ThechangeinfeesfortheNon-ExecutiveDirectorsisbasedonthechangeintotalfeesduringtheperiod,assetoutonpage139;whereaDirectorhasnotservedafullprior
year, the comparison is based on an annualised monthly fee.
5. UKemployeeshavebeenchosenasthemajorityofourworkforceisUKbased.
6. GavinPattersonandAdamWarbywereappointedtotheBoardon1June2024and1November2024respectively.RickHaythornthwaitesteppeddownfromtheBoardwith
effectfrom30November2024.
The Committee monitors the changes year-on-year between our Director pay and the average employee increase, shown in the
table. For FY24, salary increases for the Executive Directors were below those received by the wider workforce.
Relativeimportanceofspendonpay
The following table shows the Company’s loss and total Group-wide expenditure on pay for all employees for the period and
lastfinancialyear.TheCompanyhasnotpaidadividendorcarriedoutasharebuybackinthecurrentyearorpreviousyear.
Theinformationshowninthistableis:
• (loss)–GrouplossbeforetaxfromcontinuingoperationsassetoutintheConsolidatedIncomeStatementonpage166;and
• total gross employee pay – total gross employment costs for the Group (including pension, variable pay, share-based
paymentsandsocialsecurity)assetoutinNote2.4totheConsolidatedFinancialStatementsonpage180.
1December2024
(£m)
3December2023
(£m)
(Loss)beforetaxfromcontinuingoperations (339.8) (279.7)
Total gross employee pay 992.0 967.2
141OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Director retirement arrangements and payments for loss of office (Audited)
It was determined in accordance with the current Policy that the arrangements set out below should apply in relation to the
remuneration on retirement of Neill Abrams and Mark Richardson.
Mark Richardson and Neill Abrams stepped down from their positions as Executive Directors on 2 February 2024. They remain
employees of the Group.
Element of remuneration Treatment
Neill Abrams
Remuneration payments All outstanding salary, benefits and pension entitlements were paid to Neill Abrams
upto2February2024, in accordance with the terms of his Service Agreement.
Payment for loss of office No payment for loss of office or other remuneration payment was made or is expected
tobemadetoNeill Abrams.
Post-cessation
shareholdingrequirement
In accordance with the requirements of the current Directors’ Remuneration Policy, Mr Abrams
willretain the full amount of his pre-cessation shareholding requirement of 300% of final salary
foraperiod of 24 months from his retirement date.
Incentive Schemes The Remuneration Committee has determined that the following arrangements should apply
inrelation to Mr Abrams’ outstanding awards:
2020 AIP Mr Abrams was awarded a payment of £395,428 pursuant to the 2020
Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Abrams retains his 19,237 deferred 2020 AIP shares.
2021 AIP Mr Abrams was awarded a payment of £283,332 pursuant to the 2021
Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Abrams retains his 23,699 deferred 2021 AIP shares.
2022 AIP Mr Abrams was awarded a payment of £349,505 pursuant to the 2022
Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Abrams retains his 76,939 deferred 2022 AIP shares.
2023 AIP Mr Abrams was awarded a payment of £373,778 pursuant to the 2023
Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Abrams retains his 80,434 deferred 2023 AIP shares.
VCP Mr Abrams retains no interests in the VCP.
SIP: Free Shares,
Partnership and
MatchingShares
Will be treated in accordance with the rules as determined by HMRC.
Directors’ Remuneration Report continued
142 OCADO GROUP PLC Annual Report and Accounts 2024

Element of remuneration Treatment
Mark Richardson
Remuneration payments All outstanding salary, benefits and pension entitlements up to 2 February 2024 were paid to Mark
Richardson in accordance with his Service Agreement.
Payment for loss of office No payment for loss of office or other remuneration payment was made or is expected to be made.
Post-cessation
shareholdingrequirement
In accordance with the requirements of the current Directors’ Remuneration Policy, Mr Richardson
will retain the full amount of his pre-cessation shareholding requirement of 300% of final salary
foraperiod of 24 months from his retirement date.
Incentive Schemes The Remuneration Committee has determined that the following arrangements should apply
inrelation to Mr Richardson’s outstanding awards:
2020 AIP Mr Richardson was awarded a payment of £440,000 pursuant to the
2020 Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Richardson retains his 22,591 deferred 2020 AIP shares.
2021 AIP Mr Richardson was awarded a payment of £277,902 pursuant to the
2021 Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Richardson retains his 23,245 deferred 2021 AIP shares.
2022 AIP Mr Richardson was awarded a payment of £334,918 pursuant to the
2022 Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Richardson retains his 73,646 deferred 2022 AIP shares.
2023 AIP Mr Richardson was awarded a payment of £293,375 pursuant to the
2023 Annual Incentive Plan. 50% of the AIP achieved was deferred into
shares for three years with a further two-year holding period on vesting.
Mr Richardson retains his 63,132 deferred 2023 AIP shares.
VCP Mr Richardson retains no interests in the VCP.
SIP: Free Shares,
Partnership and
MatchingShares
Will be treated in accordance with the rules as determined by HMRC.
Director appointment arrangements (Audited)
As announced on 9 May 2024, Gavin Patterson was appointed to the Board as a Non-Executive Director with effect from 1 June
2024. Gavin Patterson’s remuneration was agreed by the Board in line with the current Policy. On appointment, the Board
approved an annual fee for Gavin Patterson of £91,110, which was in line with the other Non-Executive Directors. Gavin Patterson
was appointed as a member of the Remuneration Committee on assumption of his role and is therefore additionally paid the fee to
be a member of that committee. Gavin Patterson will not receive any other benefits or payments, in line with the current Policy.
As announced on 31 October 2024, Adam Warby was appointed to the Board as a Non-Executive Director with effect from
1 November 2024 and Non-Executive Chair with effect from 1 December 2024. Adam Warby’s remuneration was agreed by the
Committee in line with the current Policy. On appointment, the Board approved an annual fee for Adam Warby of£82,690, in line
with the other Non-Executive Directors. On commencement of his role as Non-Executive Chair, the Board approved an annual fee
for Adam Warby of £400,000. Adam Warby will not receive any other benefits or payments, in line withthe current Policy.
Payments to past Directors (Audited)
None.
External appointments for Executive Directors
As at 1 December 2024, in addition to his role as Executive Director of the Company, Stephen Daintith is a non-executive director
of 3i Group plc, listedon the Main Market of the London Stock Exchange.
143OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Director shareholdings (Audited)
The table below shows the beneficial interests in the Company’s shares of Directors serving during the period and their
connected persons, as shareholders and as discretionary beneficiaries under trusts. The table also shows compliance
withtheDirector shareholding requirements in the current Policy as at 1 December 2024.
Shares held at
1 December 2024
Shares held at
3 December 2023
Minimum
shareholding
requirement
(%of base
salary or fee)
Met minimum
shareholding
requirement?Name
Direct
holding
Indirect
holding
Direct
holding
Indirect
holding
Executive Directors
Tim Steiner
1
19,785,746 104,378 19,822,993 10,289 400 Yes
Stephen Daintith
2
12,579 2,589 12,579 1,957 300 Yes
Non-Executive Directors
Adam Warby – – n/a n/a 100 Yes
Jörn Rausing
3
– 83,879,642 – 83,879,642 100 Yes
Andrew Harrison 25,000 – 25,000 – 100 No
Emma Lloyd 17,300 – 17,300 – 100 No
Julie Southern 6,493 – 6,493 – 100 No
Nadia Shouraboura – – – – 100 No
Julia M. Brown
4
– – – – 100 Yes
Rachel Osborne
4
– – – – 100 Yes
Gavin Patterson
4
– – n/a n/a 100 Yes
1. Tim Steiner entered into various contracts for the transfer of shares on 21 June 2010, as described on page 238 of the Prospectus issued by the Company on 6 July 2010.
Aspreviously reported on 24 July 2024, the parties agreed again to extend the date for completion for the third contract to 24 July 2025 and the remaining contracts
to24 July2026, or other such date as the parties may agree.
2. Stephen Daintith was appointed on 22 March 2021. Executive Directors (excluding the CEO) are expected to hold shares equivalent to 300% of salary. This holding can be built up
over five years from appointment. Therefore, while Stephen Daintith does not hold the requisite number of shares to comply with the shareholding requirement currently, heis
compliant with the current Policy. Please see page 145 for additional awards that will vest over the next three years.
3. Jörn Rausing is a beneficiary of the Apple III Trust, which owns Apple III Limited (together, “Apple”), a significant (approximately 10%) shareholder of the Company. Jörn is not a
representative of Apple, nor does Apple have any right to appoint a Director to the Board of the Company.
4. Julia M. Brown, Rachel Osborne,Gavin Patterson and Adam Warby were appointed on 1 January 2023, 1 September 2023, 1 June 2024 and 1 November 2024 respectively.
Non-Executive Directors are expected to hold shares equivalent to one year’s annual fee. This holding can be built up over three years from appointment. Therefore, while Julia
M. Brown, Rachel Osborne, Gavin Patterson and Adam Warby do not hold the requisite number of shares to comply with the shareholding requirement currently, they are
compliant with the 2024 Policy.
5. Neill Abrams and Mark Richardson stepped down from the Board with effect from 2 February 2024. Neill Abrams and Mark Richardson were compliant with the minimum
shareholding requirement throughout the period.
6. The assessment for shareholding compliance is based on the current annualised salary or fee (as set out on pages 128 and 137 which applied on 1 December 2024 and the higher
ofthe original purchase price(s) or the current market price (being 318.4 pence per share on 1 December 2024) of the relevant shareholdings.
7. Where applicable, the above indirect holdings include SIP Partnership and Free Shares held under the SIP, which are held in trust.
8. No Director had an interest in any of the Company’s subsidiaries at the beginning or end of the period.
9. There have been no changes in the Directors’ interests in the shares issued or options granted by the Company and its subsidiaries between the end of the period and the dateof
this Annual Report, except shares held pursuant to the SIP, as set out on page 145.
Directors’ Remuneration Report continued
144 OCADO GROUP PLC Annual Report and Accounts 2024

Directorinterestsinshareschemes(Audited)
AnnualIncentivePlan(Audited)
Atleast50%oftheAIPpayoutisdeferredintoshares.Attheendoftheperiod,interestsinsharesheldbytheExecutiveDirectors
undertheAIPwereasfollows:
Director Type of interest Date of grant
Number of
share options
Face value
(£’000) Date of vest
Share price
used for grant
calculations
Tim Steiner Deferred bonus 20/03/20 37,107 590 20/03/23 £15.89
19/03/21 55,711 1,145 19/03/24 £20.56
17/03/22 49,128 587 17/03/25 £11.96
29/03/23 134,507 596 29/03/26 £4.43
27/04/24 119,023 553 27/03/27 £4.647
Stephen Daintith Deferred bonus 17/03/22 19,512 233 17/03/25 £11.96
29/03/23 88,954 394 29/03/26 £4.43
27/04/24 93,751 436 27/03/27 £4.647
PerformanceSharePlan(Audited)
Attheendoftheperiod,interestsinsharesheldbytheExecutiveDirectorsunderthePSPwereasfollows:
Executive Director Type of interest Date of grant
Number of
share options
Face value
(£’000) Date of vest
Share price used for
grant calculations
Tim Steiner 2024 PSP award 16/05/2024 3,990,760 14,490 16/05/2027 £3.56
Stephen Daintith 2024 PSP award 16/05/2024 872,534 3,108 16/05/2027 £3.56
ShareIncentivePlan(Audited)
Attheendoftheperiod,interestsinsharesheldbytheExecutiveDirectorsundertheSIPwereasfollows:
Director
Partnership
Sharesacquired
in the year
Matching
Shares awarded
in the year
Free Shares
awarded in the
year
Total SIP shares
held as at
1/12/2024
SIP shares
thatbecame
unrestricted
intheyear
Total
unrestricted SIP
shares held as
at 1/12/2024
Tim Steiner 439 63 1,028 12,254 174 11,957
Stephen Daintith 439 62 877 3,335 155 1,333
1. Unrestrictedsharesarethosewhichhavebeenheldbeyondthethree-yearforfeitureperiod.
2. ThevalueoftheshareawardsmadeundertheSIPisbasedonthemiddlemarketquotationofashareonthetradingdayimmediatelyprecedingthedateofgrant.
The Directors continued their SIP participation during the period. The SIP scheme is made available to all employees. The SIP
allowsforthegrantofanumberofdifferentformsofawards.AnawardofFreeShareswasmadetotheExecutiveDirectorsin
AprilandOctober2024underthetermsoftheSIPandthecurrentPolicy.FreeSharesofupto£3,600ofordinarysharesmay
beallocatedtoanyemployeeinanyyear.FreeSharesareallocatedtoemployeesequallyonthebasisofsalary,aspermitted
bytherelevantlegislation.
AnawardofMatchingShareswasmadetothoseExecutiveDirectorswhopurchasedPartnershipShares(usingdeductions
takenfromtheirgrossbasicpay)underthetermsoftheSIPandinaccordancewiththe2024Policy.
The Executive Directors continued their membership in the SIP after the end of the period and were, therefore, awarded further
MatchingSharespursuanttotheSIPrules.Betweentheendoftheperiodand18February2025,beingthelastpracticabledate
priortothepublicationofthisAnnualReport,theExecutiveDirectorsacquiredorwereawardedfurthersharesundertheSIPas
set out in the table below:
Director
Partnership
Shares
acquired
Matching
Shares
awarded
Free
Shares
awarded
Total SIP
sharesheldat
18/02/2025
Tim Steiner 147 21 - 12,422
Stephen Daintith 147 21 - 3,503
1. ThevalueoftheshareawardsmadeundertheSIPisbasedonthemiddlemarketquotationofashareonthetradingdayimmediatelyprecedingthedateofgrant.
Vested:FordetailsofFreeSharesandMatchingSharesthatbecameunrestrictedintheperiod,seepage136.
SharesaveScheme(Audited)
Attheendoftheperiod,theExecutiveDirectors’optioninterestsintheSharesaveSchemewereasfollows:
Director Type of interest Date of grant
Number of
share options
Exercise price
(£)
Face value
(£)
Exercise
period
Tim Steiner Options 29/03/23 4,043 4.45 17,991 01/05/26–01/10/26
Stephen Daintith Options 27/03/24 4,613 4.0211 18,549 01/05/27–01/10/27
145OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Dilution
Dilution limits
AwardsgrantedundertheCompany’sSharesaveandSIPschemesaremetbytheissueofnewshareswhentheoptionsare
exercisedorsharesgranted.AwardsgrantedundertheVCPmaybemetbytheissueofnewshares,thetransferofsharesfrom
treasury,orthepurchaseortransferofexistingsharesbytheEmployeeBenefitTrust(whereavailable).
There are limits on the number of shares that may be allocated under the Company’s share plans. These dilution limits were
recommended by the Committee and incorporated into the rules of the various share schemes, which have been approved
bytheCompany’sshareholders.
The dilution limits restrict the commitment to issue new ordinary shares or reissue treasury shares under all share schemes of
theGroupto10%ofthenominalamountoftheCompany’sissuedsharecapitalandundertheLTIPandtheVCP(andanyother
selectivesharescheme)to5%ofthenominalamountoftheissuedsharecapitaloftheCompanyinanyrolling10-yearperiod.
These limits are consistent with the guidelines of institutional shareholders.
Impactondilution
The Company monitors the number of shares issued under these schemes and their impact on dilution. The charts below
showtheCompany’scommitment,asatthelastpracticabledatepriortothepublicationdateofthisAnnualReportbeing
18February2025,toissuenewsharesinrespectofitsshareschemesassumingallperformanceconditionsaremet,all
awardholdersremaininemploymenttothevestingdateandallawardsaresettledinnewlyissuedshares.Forthesepurposes,
noaccountistakenofordinarysharesallocatedpriortotheCompany’sAdmission.
5.38%
Actual Actual
Limit
3.42%
10%
Limit
5%
All share plans Executive share plans
Directors’ Remuneration Report continued
146 OCADO GROUP PLC Annual Report and Accounts 2024

ShareholderapprovalandvotesattheAGM
The2024Directors’RemunerationReportwillbesubjecttoashareholdervoteattheAGMon29April2025.
The table below sets out the actual voting in respect of the resolutions regarding the Remuneration Report and Policy at the 2024
annual general meeting.
Votes for %for Votes against %against Total votes Votes withheld
2024annualgeneralmeeting–Approves
the2023Directors’RemunerationReport 654,618,469 98.86 7,568,632 1.14 662,187,101 111,880
2024annualgeneralmeeting–Approves
the2024Directors’RemunerationPolicy 533,525,459 80.57 128,698,258 19.43 662,223,717 85,264
1. Awithheldvoteisnotavoteinlawandisnotcountedinthecalculationoftheproportionofvotescastforandagainstaresolution.
Basisofpreparationandaudit
ThisreportisaDirectors’RemunerationReportforthe52weeksended1December2024,preparedforthepurposesofsatisfying
Section420(1)andSection421(2A)oftheCompaniesAct2006.IthasbeendrawnupinaccordancewiththeCompaniesAct
2006andtheCode,theRegulationsandtheUKListingRules.
InaccordancewithSection497oftheCompaniesAct2006andtheRegulations,certainpartsofthisDirectors’Remuneration
Report (where indicated) have been audited by the Company’s external auditor, Deloitte LLP.
AcopyofthisDirectors’RemunerationReportwillbeavailableonourwebsite,www.ocadogroup.com.ThisDirectors’
RemunerationReportisapprovedbytheBoardandsignedonitsbehalfby:
Julie Southern
Committee Chair
27February2025
147OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Directors’ Report
Information required by the Disclosure
Guidance and Transparency Rule 4.1.8
The Strategic Report and the Directors’ Report (or parts
thereof), together with sections of this Annual Report
incorporated by reference, are the “Management Report”
forthe purposes of DTR 4.1.8.
Powers of the Directors
Subject to the Company’s Articles of Association (the
“Articles”), the Companies Act 2006 and any special resolution
of the Company, the business of the Company is managed by
the Board, which may exercise all the powers of the Company.
In particular, the Board may exercise all the powers of the
Company to borrow money, to guarantee, to indemnify, to
mortgage or charge any of its undertakings, property, assets
and uncalled capital and to issue debentures and other
securities and to give security for any debt, liability or
obligation of the Company or of any third party.
Appointment and replacement of Directors
The appointment and replacement of Directors is governed
bythe Articles, the UK Corporate Governance Code 2018
(the“Code”), the Companies Act 2006 and related legislation.
Appointment of Directors: A Director may be appointed by the
Company by ordinary resolution of the shareholders or by the
Board. The Board or any Committee authorised by the Board
may from time to time appoint one or more Directors to hold
any employment or executive office for such period and on
such terms as they may determine and may also revoke or
terminate any such appointment. A Director appointed by the
Board holds office only until the next annual general meeting
ofthe Company and is then eligible for re-appointment.
Index
Topic Page
Fair review of the Company’s business 154
Principal risks and uncertainties 80-85
Strategy 14
Business model 10-13
Diversity statistics (gender and ethnicity) 64, 66, 104
and 112
Important events impacting the business 1-89
Likely future developments 1-89
Financial Key Performance Indicators 16
Non-financial Key Performance Indicators 16
Financial instruments 210-214
Profit/loss and dividends 166-167
Post-Balance Sheet events 238
Environmental matters 48-67
Employees with disabilities 153
Employee engagement 44, 46
and 65
Engagement with our stakeholders 44-47
Social, community and human rights issues 48-67
Natural resources 55
Board of Directors 92-95
Directors’ interests 144
Board activity and culture 96, 100
and 101
Board diversity 104 and 110
Directors’ induction and training 106
Statement by the external auditor
onitsreporting responsibilities
(IndependentAuditor’s Report)
156-165
Information required by Listing Rules
Listing Rule
requirement Topic Page
UKLR 6.6.1
• Directors’ interests in shares 144
• Going Concern and
ViabilityStatements 86-88
• Long-term incentive
schemes
124-147
UKLR 6.6.6 (8)
• Climate-related
financialdisclosures 68-75
UKLR 6.6.6 (9)
• Provisions on diversity
andinclusion
64, 66, 104
and 113
UKLR 6.6.6 (10) • Diversity numerical data 112
UKLR 6.6.6 (11)
• Statement on approach
tocollectingdata 112
Information required by Disclosure
Guidance and Transparency Rule 7.2
Topic Page
Corporate Governance Statement 155
Other disclosures
Topic Page
In accordance with Provision 31 of the UK
Corporate Governance Code 2018 –
Long-term viability
86-88
Directors’ Report disclosures
This Directors’ Report should be read in conjunction with the
Strategic Report, which includes the Sustainability Report and
the Corporate Governance Report, which are incorporated by
reference into the Directors’ Report.
The Company has chosen in accordance with Section 414C(11)
of the Companies Act 2006 to provide disclosures and
information in relation to a number of matters which are
covered elsewhere in this Annual Report. These matters,
together with those required under the Large and Medium
sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013, are cross-referenced
inthetable below.
148 OCADO GROUP PLC Annual Report and Accounts 2024

Retirement of Directors: At every annual general meeting
ofthe Company, each Director shall retire from office and
mayoffer themselves for re-appointment by the members.
Removal of Directors by special resolution: The Company
may, by special resolution, remove any Director before the
expiration of their period of office.
Vacation of office: The office of a Director shall be vacated if:
(i) they resign; (ii) their resignation is requested by the other
Directors (not fewer than three in number); (iii) they have been
suffering from mental or physical ill health and the Board
resolves that their office be vacated; (iv) they are absent
without the permission of the Board from meetings of the
Board (whether or not an alternate Director appointed by them
attends) for six consecutive months and the Board resolves
that their office is vacated; (v) they become bankrupt; (vi) they
are prohibited by law from being a Director; (vii) they cease to
be a Director by virtue of the Companies Act 2006; or (viii) they
are removed from office pursuant to the Articles.
Directors’ insurance and indemnities
The Company maintains directors’ and officers’ liability
insurance cover for its Directors and officers as permitted
under the Articles and the Companies Act 2006. Such
insurance policies were renewed during the period and remain
in force as at the date of this Annual Report. The Company also
agrees to indemnify the Directors under an indemnity deed
with each Director, which contains provisions that are
permitted by the director liability provisions of the Companies
Act 2006 and the Articles. An indemnity deed is usually
entered into by a Director at the time of their appointment to
the Board. There were no qualifying pension scheme indemnity
provisions in force during the year for the benefit of Directors
of the Company or directors of associated companies.
There were no qualifying third-party indemnity provisions
inforce during the year.
Share capital
The Company’s authorised and issued ordinary share capital
asat 1 December 2024 comprised a single class of ordinary
shares which are listed on the London Stock Exchange.
Theshares have a nominal value of 2 pence each. The ISIN
ofthe shares is GB00B3MBS747. The LEI of the Company
is213800LO8F61YB8MBC74.
As at 18 February 2025, being the last practicable date prior to
publication of this Report, the Company’s issued share capital
consisted of 833,861,956 issued ordinary shares. Details of
movements in the Company’s issued share capital can be
found in Note 4.6 to the Consolidated Financial Statements.
During the period, shares in the Company were issued to
satisfy options and awards under the Company’s share and
incentive schemes, as set out in Note 4.7 to the Consolidated
Financial Statements.
Rights attached to shares
The Company’s shares when issued are credited as fully paid
and free from all liens, equities, charges, encumbrances and
other interests. All shares have the same rights (including
voting and dividend rights, and rights on a return of capital) and
restrictions as set out in the Articles, described below.
Except in relation to dividends that may have been declared
and rights on a liquidation of the Company, the shareholders
have no rights to share in the profits of the Company.
The Company’s shares are not redeemable. However, the
Company may purchase or contract to purchase any of the
shares on or off market, subject to the Companies Act 2006
and the requirements of the Listing Rules, as described below.
No shareholder holds shares in the Company which carry
special rights with regard to control of the Company. There are
no shares relating to an employee share scheme which have
rights with regard to control of the Company that are not
exercisable directly and solely by the employees, other than in
the case of the Joint Share Ownership Scheme (“JSOS”), where
share interests can be transferred to a spouse, civil partner or
lineal descendant of a participant in the JSOS or certain trusts
under the rules of the JSOS (as noted below).
Voting rights
Each ordinary share carries one right to vote at a general
meeting of the Company. At any general meeting, a resolution
put to the vote of the meeting shall be decided on a show of
hands unless a poll is demanded. On a show of hands, every
member who is present in person or by proxy at a general
meeting of the Company shall have one vote. On a poll, every
member who is present in person or by proxy shall have one
vote for every share of which they are a holder. The Articles
provide a deadline for submission of proxy forms of no less
than 48 hours before the time appointed for the holding
ofthemeeting or adjourned meeting.
No shareholder shall be entitled to vote in respect of a
shareheld by themselves if any call or sum then payable
bythemselves in respect of such share remains unpaid or
ifamember has been served a restriction notice, described
onthe following page.
JSOS voting rights: Of the issued ordinary shares, as at
1 December 2024, 536,438 (FY23: 563,738) are held by Wealth
Nominees Limited and 9,975,137 (FY23: 9,917,035) are held by
Winterflood Client Nominees Limited, both on behalf ofOcorian
Limited (formerly known as Estera Trust (Jersey) Limited), the
independent company which is the trustee of Ocado’s
Employee Benefit Trust (the “EBT Trustee”). The EBT Trustee
has waived its right to exercise its voting rights in respect of
9,975,137 of these ordinary shares, although it may at the
request of a participant vote in respect of 536,438 ordinary
shares which have vested under the JSOS and remain in the
trust at period end. The total of 10,511,575 ordinary shares held
by the EBT Trustee are treated as treasury shares in the
Group’s Consolidated Balance Sheet in accordance with IAS 32
“Financial Instruments: Presentation”. As such, calculations of
earnings per share for Ocado exclude the ordinary shares held
by the EBT Trustee. Note 4.6 to the Consolidated Financial
Statements provides more information on the Group’s
accounting treatment of treasury shares.
Restrictions on transfer of securities
The Company’s shares are freely transferable, save as set out
below. The transferor of a share is deemed to remain the
holder until the transferee’s name is entered in the register.
TheBoard can decline to register any transfer of any share
thatis not a fully paid share. The Company does not currently
have any partially paid shares.
The Board may also decline to register a transfer of
acertificated share unless the instrument of transfer:
(i)isdulystamped or certified or otherwise shown to be
exempt fromstamp duty and is accompanied by the relevant
share certificate; (ii) is in respect of only one class of share;
149OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Directors’ Report continued
and (iii)if transferred to joint transferees, is in favour of not
more than four suchtransferees.
Registration of a transfer of an uncertificated share may be
refused in the circumstances set out in the uncertificated
securities rules (as defined in the Articles) and where, in
thecase of a transfer to joint holders, the number of joint
holders to whom the uncertificated share is to be transferred
exceeds four.
Restriction on transfer of JSOS interests: Participants’
interests under the JSOS are generally non-transferable during
the period beginning on acquisition of the interest and ending
at the expiry of the relevant restricted period as set out in the
JSOS rules. However, interests can be transferred to a spouse,
civil partner or lineal descendant of a participant; a trust under
which no person other than the participant or their spouse, civil
partner or lineal descendant has a vested beneficial interest; or
any other person approved by the EBT Trustee. If a participant
purports to transfer, assign or charge their interest other than
as set out above, the EBT Trustee may acquire the participant’s
interest for a total price of £1.
Other than as described above and on page 144 with respect
to agreements concerning the Directors’ shareholdings, the
Company is not aware of any agreements existing at the end
ofthe period between holders of securities that may result
inrestrictions on the transfer of securities or that may result
inrestrictions on voting rights.
Powers for the Company to buy
backitsshares
The Company was authorised by shareholders at the 2024
AGM to purchase in the market up to 10% of its issued ordinary
shares (excluding any treasury shares), subject to certain
conditions laid out in the authorising resolution. This standard
authority is renewable annually; the Directors will seek to
renew this authority at the 2025 AGM. The Directors did
notexercise their authority to buy back any shares during
theperiod.
Powers for the Company to issue its shares
The Directors were granted authority at the 2024 AGM to allot
shares in the Company under two separate resolutions: (i) up to
one-third of the Company’s issued share capital; and (ii) up to
two-thirds of the Company’s issued share capital in connection
with a pre-emptive offer only.
The Directors were also granted authority at the 2024 AGM to
disapply pre-emption rights. Thisincludes the authority to
disapply pre-emption rights up to 10% oftheCompany’s issued
ordinary share capital; and a further authority to disapply
pre-emption rights for nomorethan an additional 10% for
certain acquisitions orspecified capital investments, plus a
further authority of up to an aggregate nominal amountequal
to 20% of any allotments or sales made undereach authority to
disapply pre-emption rights, asallowedin accordance with the
guidance issued bythePre-Emption Group.
These authorities apply until the earlier of the close of the 2025
AGM or 15 months from the passing of the resolutions.
These standard authorities are renewable annually; the
Directors will seek to renew them at the 2025 AGM, in line
withthe guidance issued by the Pre-Emption Group.
Significant shareholders
During the period, the following shareholders notified an
interest in the issued ordinary shares of the Company in
accordance with DTR 5.1.2R, of interests in 3% or more of the
voting rights attaching to the Company’s issued share capital:
Topic
Number of
ordinary
shares/
votingrights
Percentage
of issued
share
capital
Date of
notification
of interest
The London &
Amsterdam Trust
Company Limited 124,450,259 15%
12 April
2024
Baillie Gifford & Co 91,298,655 10.98%
20 August
2024
Changes were disclosed in accordance with DTR 5.1.2R
inthe period between 1 December 2024 and
18February2025 and are outlined in the table below
Topic
Number of
ordinary
shares/
votingrights
Percentage
of issued
share
capital
Date of
notification
of interest
Lingotto Investment
Management LLP 92,200,199 11.06%
14 January
2025
American Depositary Receipt programme
The Company has a sponsored level 1 American Depositary
Receipt (“ADR”) programme, with The Bank of New York Mellon
as the depositary bank. Each ADR represents two ordinary
shares of the Company. The ADRs trade on the over-the-
counter (“OTC”) market in the USA. The CUSIP number for the
ADRs is 674488101, the ISIN is US6744881011 and the symbol
is OCDDY. An ADR is a security that has been created to permit
US investors to hold shares in non-US companies and, in a level
1 programme, to trade them on the OTC market in the USA.
Incontrast to underlying ordinary shares, ADRs permit US
investors to trade securities denominated in US dollars in
theUS OTC market with US securities dealers. Were the
Company to pay a dividend on its ordinary shares, ADR
holderswould receive dividend payments in respect
oftheirADRs in US dollars.
Convertible bonds due 2025 listed on the
unregulated open market of the Frankfurt
Stock Exchange (Freiverkehr)
The Company issued £600m of guaranteed senior unsecured
convertible bonds due 2025 (the “2025 Bonds”) on
9 December 2019. The net proceeds of the 2025 Bonds were
used by the Company to fund capital expenditure in relation
toOcado Solutions’ commitments and general corporate
purposes. The 2025 Bonds are guaranteed by certain
membersof Ocado Group.
The 2025 Bonds were issued at par and carry a coupon of
0.875% per annum payable semi-annually in arrear in equal
instalments on 9 June and 9 December, with the first payment
on 9 June 2020. The 2025 Bonds are convertible into ordinary
shares of the Company (the “Ordinary Shares”).
150 OCADO GROUP PLC Annual Report and Accounts 2024

The initial conversion price was £17.9308, representing a
premium of 45.0% above the reference price of £12.3661, being
the volume weighted average price of an Ordinary Share on the
London Stock Exchange between the opening and pricing of
the offering on 2 December 2019. The conversion price will
besubject to adjustment in certain circumstances in line with
market practice.
The conversion period commenced on 19 January 2020 and
shall end on the 10th calendar day prior to the maturity date
or,if earlier, on the 10th calendar day prior to any earlier date
fixed for redemption of the 2025 Bonds. Unless previously
redeemed, or purchased and cancelled, the 2025 Bonds will be
convertible at the option of the bondholders on any day during
the conversion period. The Company has the option to redeem
all, but not some only, of the 2025 Bonds at par plus accrued
but unpaid interest if the parity value (as described in the
Terms and Conditions relating to the 2025 Bonds) on each of
atleast 20 dealing days in a period of 30 consecutive dealing
days shall have exceeded 130% of the principal amount. The
Company also has the option to redeem all outstanding 2025
Bonds, at par plus any accrued but unpaid interest, at any time
if 85% or more of the principal amount of the 2025 Bonds has
been previously converted, or repurchased and cancelled.
On 13 August 2024, the Company repurchased 2025 Bonds,
along with the 2026 Notes (as defined below), with an
aggregate principal amount of £427,200,000, leaving an
outstanding principal amount of £172,800,000, pursuant
toatender offer (the “Tender Offer”).
Senior unsecured notes due 2026 listed
onthe Irish Stock Exchange (Euronext
Dublin)
On 8 October 2021, the Company issued £500m of senior
unsecured notes due 2026 (the “2026 Notes”) listed on the
Irish Stock Exchange and trading on the Global Exchange
Market, which is the exchange regulated market of the Irish
Stock Exchange. The ISIN of the 2026 Notes under Reg. S is
XS2393761692 and under 144A is XS2393969170. Interest on
the 2026 Notes is payable semi-annually in arrear. The 2026
Notes will mature on 8 October 2026. In addition to funding the
redemption of the 2024 senior secured notes, the net proceeds
of the 2026 Notes were used by the Company to fund capital
expenditure in relation to Ocado Solutions’ commitments and
general corporate purposes. The 2026 Notes are guaranteed
by certain members of Ocado Group.
The Company has been able to redeem the 2026 Notes in
whole or in part at any time since 8 October 2023, in each
case, at the redemption prices set out as part of the offering.
On 13 August 2024, the Company repurchased 2026 Notes,
along with the 2025 Bonds, with an aggregate principal amount
of £276,316,000, leaving an outstanding principal amount of
£223,684,000, pursuant to the Tender Offer.
Convertible bonds due 2027 listed on the
unregulated open market of the Frankfurt
Stock Exchange (formerly the Freiverkehr)
The Company issued £350m of guaranteed senior unsecured
convertible bonds due 2027 (the “2027 Bonds”) on 18 June
2020. The net proceeds of the 2027 Bonds were used by the
Company to capitalise on opportunities arising from the
significant acceleration in online adoption and to grow faster
over the medium term. The 2027 Bonds are guaranteed by
certain members of Ocado Group.
The 2027 Bonds were issued at par and carry a coupon of
0.75% per annum payable semi-annually in arrear in equal
instalments on 18 January and 18 July, with the first payment
on 18 January 2021. The 2027 Bonds are convertible into
Ordinary Shares. The initial conversion price was £26.46,
representing a premium of 35% above the reference price of
£19.60, being the placing price determined in the concurrent
placing bookbuild. The conversion price will be subject to
adjustment in certain circumstances in line with market
practice. The conversion period commenced on 29 July 2020
and shall end on the 10th calendar day prior to the maturity
date or, if earlier, on the 10th calendar day prior to any earlier
date fixed for the redemption of the 2027 Bonds. Unless
previously redeemed, or purchased and cancelled, the 2027
Bonds will be convertible at the option of the bondholders on
any day during the conversion period. The Company has the
option to redeem all, but not some only, of the 2027 Bonds at
par plus accrued interest if the parity value (as described in the
Terms and Conditions relating to the 2027 Bonds) on each of at
least 20 dealing days in a period of 30 consecutive dealing
days shall have exceeded 130% of the principal amount. The
Company also has the option to redeem all outstanding 2027
Bonds, at par plus accrued interest, at any time if 85% or more
of the principal amount of the 2027 Bonds has been previously
converted, or repurchased and cancelled.
Senior unsecured notes due 2029 listed on
the Irish Stock Exchange (Euronext Dublin)
On 8 August 2024, the Company issued £450m of senior
unsecured notes due 2029 (the “2029 Notes”) listed on the
Irish Stock Exchange and trading on the Global Exchange
Market, which is the exchange regulated market of the Irish
Stock Exchange. The ISIN of the 2029 Notes under Reg. S is
XS2871478058 and under 144A is XS2871478132. Interest on
the 2029 Notes is payable semi-annually in arrear. The 2029
Notes will mature on 8 August 2029. The net proceeds of the
2029 Notes, together with the net proceeds of the 2029 Bonds
(as defined below) were used by the Company to fund the
Tender Offer. The 2029 Notes are guaranteed by certain
members of Ocado Group.
The Company has the option to redeem the 2029 Notes in
whole or in part at any time, including on or after 8 August
2026, in each case, at the redemption prices set out as part of
the offering.
Convertible bonds due 2029 listed on the
unregulated open market of the Frankfurt
Stock Exchange (formerly the Freiverkehr)
The Company issued £250m of guaranteed senior
unsecuredconvertible bonds due 2029 (the “2029 Bonds”)
on6 August 2024.
The net proceeds of the 2029 Bonds, together with the net
proceeds of the 2029 Notes, were used by the Company
tofund the Tender Offer. The 2029 Bonds are guaranteed
bycertain members of Ocado Group.
The 2029 Bonds were issued at par and carry a coupon of
6.25% per annum payable semi-annually in arrear in equal
instalments on 6 February and 6 August, with the first payment
on 6 February 2025. The 2029 Bonds are convertible into
Ordinary Shares.
151OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

The initial conversion price was £6.105, representing a
premium of 50% above the reference price of£4.07, being the
clearing price of an Ordinary Share as determined in the
concurrent placing bookbuild. The conversion price will be
subject to adjustment in certain circumstances in line with
market practice. The conversion period commenced on
16 September 2024 and shall end on the 10th calendar day
prior to the maturity date or, if earlier, on the 10th calendar day
prior to any earlier date fixed for the redemption of the 2029
Bonds. Unless previously redeemed, or purchased and
cancelled, the 2029 Bonds will be convertible at the option of
the bondholders on any day during the conversion period. The
Company has the option to redeem all, but not some only, of
the 2029 Bonds on or after 27 August 2027, at par plus accrued
interest, if the parity value (as described in the Terms and
Conditions relating to the 2029 Bonds) on each of at least 20
dealing days in a period of 30 consecutive dealing days shall
have exceeded 130% of the principal amount. The Company
also has the option to redeem all outstanding 2029 Bonds, at
par plus accrued interest, at any time if 85% or more of the
principal amount of the 2029 Bonds has been previously
converted, or repurchased and cancelled.
Revolving credit facility
On 20 June 2022, the Company entered into a £300m
committed, multi-currency revolving credit facility (the “RCF”),
provided by a syndicate of leading international banks.
TheRCF has subsequently been the subject of a series
ofamendments.
Interest is payable on loans made pursuant to the RCF at a rate
of SONIA (or EURIBOR or SOFR, for EUR or USD) plus a margin.
During the current period, the Group extended the maturity
ofthe RCF to August 2027 (subject to certain criteria).
The RCF is guaranteed by certain members of Ocado Group.
As at 1 December 2024, the RCF was undrawn.
Significant related party agreements
There were no contracts of significance during the period
between the Company or any Group company and: (i) a
Director of the Company; (ii) a close member of a Director’s
family; or (iii) a controlling shareholder of the Company.
Change of control
The Company does not have any agreements with any Director
or employee that would provide compensation for loss of office
or employment resulting from a takeover bid except that it
should be noted that: (i) provisions of the Company’s share
schemes may cause options and awards granted to employees
under such schemes to vest on a takeover; and (ii) certain
members of senior management (not including the Directors)
who were employed prior to 2010 are entitled to a payment
contingent on a change of control of the Company or merger
ofthe Company (irrespective of loss of employment) as set
outin their respective employment contracts.
Significant agreements
There are a number of key agreements to which the Group is a
party that contain certain rights triggered on the change of
control of the Company. Details of the change of control
provisions of these agreements are summarised below.
Solutions agreements: The Group has a number of
agreements to provide retailers with access to OSP
(comprising Ocado Group’s proprietary Material Handling
Equipment (“MHE”) and end-to-end software platform). The
key Solutions agreements are those with Aeon, Alcampo,
Auchan Poland, Bon Preu, Coles, Groupe Casino, ICA, Kroger,
Lotte Shopping, Morrisons, ORL, Panda and Sobeys.
Under those agreements (save for those with Morrisons, ORL,
Panda and Kroger), the partner is generally entitled to
terminate for convenience at any time following the
commencement date of the relevant services. On termination
in these circumstances, the partner would be obliged to pay
Ocado termination fees calculated relative to the length of time
that the service has been live. However, such termination fees
are not payable should the partner terminate within a certain
period following the Company coming under the control of
certain of the partner’s competitors (or certain controllers with
which the partner has a strategic conflict) or if there is a
marked deterioration in service levels following the Company
coming under the control of any person.
Morrisons agreements: The Group has a number of
commercial arrangements with Morrisons. If certain
competitors of Morrisons acquire more than 50% of the voting
rights in the Company’s shares or take control of the
composition of the Board, or acquire all or substantially all of
the Group’s business and undertakings, then Morrisons would
be entitled to give notice to terminate the agreements by giving
not less than four (but not more than four and a half) years’
notice. Following Morrisons giving such a notice, Morrisons
would be entitled to procure equivalent services from third
parties, with the Company losing its remaining exclusivity
rights tobe Morrisons’ supplier of online grocery fulfilment
services. Similarly, all restrictions within those agreements on
the Company’s ability to provide certain services to other UK
retail grocers would cease to apply. At the end of the four to
four and a half years’ notice period, the Company would be
required to purchase Morrisons’ shares in MHE JVCo Limited
(the owner ofthe MHE in the Dordon CFC).
Ocado Intelligent Automation (“OIA”) agreements: OIA and
certain Ocado Group entities have signed the first agreement
to provide warehouse automation products and services to
non-grocery customers. This OIA agreement is with McKesson
Canada Corporation (the “customer”). Under this agreement,
neither party is able to terminate for convenience. The
agreement includes the supply of certain equipment (including
MHE) to the customer and will largely expire following
successful acceptance testing and handover of that
equipment. Subject to payment by the customer, we will
continue to provide a licence to our software and provide
Software as a Service (“SaaS”) services and maintenance and
support services unless the customer chooses to terminate on
expiry of the natural term of each service. We have the ability
to buy back the equipment in the event of termination or expiry
(subject to certain conditions). Ocado can also terminate the
agreements for a change of control of the customer to an
Ocado competitor.
Directors’ Report continued
152 OCADO GROUP PLC Annual Report and Accounts 2024

Convertible bonds due 2025: Following a change of control of
the Company, the holder of each 2025 Bond will have the right
to require the Company to redeem that 2025 Bond at its
principal amount, together with accrued and unpaid interest, or
the bondholders may exercise their conversion right using the
formula as described in the Terms and Conditions relating to
the 2025 Bonds.
Senior unsecured notes due 2026: Following a change of
control of the Company, holders of the 2026 Notes may require
the Company to repurchase all or part of their holding at a
purchase price in cash equal to 101% of the aggregate principal
amount of their holding, plus accrued and unpaid interest.
Convertible bonds due 2027: Following a change of control
ofthe Company, the holder of each 2027 Bond will have the
right to require the Company to redeem that 2027 Bond at its
principal amount, together with accrued and unpaid interest,
orthe bondholders may exercise their conversion right using
the formula as described in the Terms and Conditions relating
to the 2027 Bonds.
Convertible bonds due 2029: Following a change of control
ofthe Company, the holder of each 2029 Bond will have the
right to require the Company to redeem that 2029 Bond at its
principal amount, together with accrued and unpaid interest
orthe bondholders may exercise their conversion right using
the formula as described in the Terms and Conditions relating
to the 2029 Bonds.
Senior unsecured notes due 2029: Following a change of
control of the Company, holders of the 2029 Notes may require
the Company to repurchase all or part of their holding at a
purchase price in cash equal to 101% of the aggregate principal
amount of their holding, plus accrued and unpaid interest.
Revolving credit facility: Following a change of control of the
Company, no lender under the RCF is obliged to fund further
utilisations of the facility. Each lender will have the right to
cancel its commitment and declare its participation in all loans
and accrued interest pursuant to the facility immediately due
and repayable.
Shareholders’ agreement relating to ORL: If there is a change
of control of Ocado Holdings and/or the Company where the
person having control following the change of control is a
competitor of M&S, this would amount to an event of default
and M&S could elect to purchase all shares held in ORL at a
price prescribed in the agreement.
Solutions and third-party logistics agreement with ORL:
Ifthere is a competitor change of control of Ocado Operating
Limited, ORL may terminate the third-party logistics agreement
by giving six months’ written notice within three months of the
competitor change of control becoming effective. In addition,
ifthere is a change of control (whether or not a competitor
change of control) and there is a marked deterioration in the
service levels thereafter, ORL may terminate the third-party
logistics agreement and the Solutions agreement.
Research and development activities
The Group has dedicated in-house software, logistics and
engineering design and development teams with primary focus
on IT and improvements to the customer interfaces, the CFCs
and the automation equipment used in them. Costs relating to
the development of computer software are capitalised if it is
probable that the future economic benefits that are attributable
to the asset will accrue to the entity and the costs can be
measured reliably. The Company is carrying out a number of IT
and engineering design and build projects with the intention of
developing new and improved automation equipment and
processes for its warehouses.
Greenhouse gas emissions methodology
We have disclosed our methodology in multiple places
throughout this Annual Report. See pages 50, 68-7
5, and our
separately published basis of reporting on our website at:
https://www.ocadogroup.com/sustainability/policies-and-
disclosures.
Employees with disabilities
Applications for employment by people with disabilities are
given full and fair consideration bearing in mind the respective
aptitudes and abilities of the applicant concerned and our
ability to make reasonable adjustments to the role and the work
environment. In the event of existing employees becoming
disabled, all reasonable effort is made to ensure that
appropriate training is given and their employment within the
Group continues. Training, career development and promotion
of a disabled person are, as far as possible, identical to those
of a non-disabled person.
Branches
There are no branches of the Company.
Political donations
No donations were made by the Group to any political party,
organisation or candidate during the period (FY23: nil).
Disclosure of information to auditor
In accordance with Section 418 of the Companies Act 2006,
each Director who held office at the date of the approval of this
Directors’ Report (included in the biographies of the Directors
on pages 92-95) confirms that, so far as they are aware, there
is no relevant audit information of which the Group’s auditor is
unaware, and that each Director has taken all of the relevant
steps that they ought to have taken as a Director to ascertain
any relevant audit information and ensure the auditor is aware
of such information.
How the Directors formally report to
shareholders and take responsibility
forthisAnnual Report
Communication and shareholder engagement are important to
the Board. Therefore, the Group follows a regular reporting and
announcement agenda, including the formal regulatory news
service announcements, in accordance with the Group’s
reporting obligations. During the year, the Group reported
trading performance, including information on the growth of
the ORL revenue and average order numbers and size, on a
quarterly basis, recognising that it is important to regularly
update the market due to the emphasis shareholders place on
receiving regular communications about sales and the current
competitive pressures in the market.
Other announcements include the Half-Year Report, the
preliminary announcement of annual results, the Annual
Report, and investor presentation slides and videos.
Thesedocuments are available on our website.
Shareholderscan choose to receive the annual report
inpaperor electronic form.
153OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

The Directors take responsibility for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation. The Statement of Directors’
Responsibilities below is made at the conclusion of a robust
and effective process undertaken by the Group for the
preparation and review of this Annual Report.
The Directors believe that these well-established
arrangements enable them to ensure that the information
presented in this Annual Report complies with regulatory
requirements, including those in the Companies Act 2006,
andis fair, balanced and understandable, and provides the
information necessary for shareholders to assess the
Group’sposition, performance, business model and strategy.
Inaddition to this Annual Report, the Group’s internal
processes cover (to the extent necessary) the preliminary
announcement, the Half-Year Report, Trading Statements
andother financial reporting.
Strategic Report
The Directors are required under the Companies Act 2006
toprepare a Strategic Report for the Company and Group.
TheStrategic Report contains the Directors’ explanation of
thebasis on which the Group preserves and creates value
overthe longer term and the strategy for delivering the
objectives of the Group. The Companies Act 2006 requires
thatthe Strategic Report must:
• contain a fair review of the Group’s business and contain
adescription of the principal risks and uncertainties facing
the Group; and
• be a balanced and comprehensive analysis of the
development and performance of the Group’s business
during the financial year and the position of the Group’s
business at the end of that year, consistent with the size
andcomplexity of the business.
The information that fulfils the Strategic Report requirements
isset out in the Strategic Report on pages 1-89. TheStrategic
Report and the Directors’ Report, together with the sections of
this Annual Report incorporated by reference, have been
drawn up and presented in accordance with and inreliance
upon applicable English company law, and the liabilities of the
Directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and Accounts, including the Group Financial
Statements and the company Financial Statements
inaccordance with applicable law and regulations.
The Directors are responsible for preparing this Annual Report,
the Directors’ Remuneration Report and the Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law, the
Directors have prepared the Group Financial Statements in
accordance with UK-adopted International Financial Reporting
Standards (“UK-adopted IFRSs”). The Directors have also
chosen to prepare the company Financial Statements in
accordance with Financial Reporting Standard 101 “Reduced
Disclosure Framework”. Under company law, the Directors
must not approve the Financial Statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and the Group and of the results of the
Company andthe Group for that period. In preparing these
Financial Statements, International Accounting Standard 1
requires thatdirectors:
• properly select and apply accounting policies;
• present information, including accounting policies,
inamanner that provides relevant, reliable,
comparableandunderstandable information;
• provide additional disclosures when compliance with the
specific requirements of the UK-adopted IFRSs is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s
financial position and financial performance; and
• make an assessment of the company’s ability to continue
asa going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and to
enable them to ensure that the Financial Statements and the
Directors’ Remuneration Report comply with the Companies
Act 2006 and, as regards the Group Financial Statements, in
accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006
and UK-adopted IFRSs. They are also responsible for
safeguarding the assets of the Company and the Group and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The Directors are
responsible for the maintenance and integrity of the corporate
website. Legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements may
differ from legislation in other jurisdictions.
Each of the Directors who held office at the date of the
approval of this Annual Report (see pages 92-95) confirms, to
the best of their knowledge, that:
• the Financial Statements, prepared in accordance with
UK-adopted IFRSs, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
and the undertakings included in the consolidation taken
asa whole;
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included
inthe consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
theyface; and
• the Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable, and provide
the information necessary for shareholders to assess the
Company’s position and performance, business model
andstrategy.
The Directors’ Report is approved by the Board and signed
onits behalf by:
Neill Abrams
Group General Counsel and Company Secretary
27 February 2025
Ocado Group plc
Registered Number: 07098618
Directors’ Report continued
154 OCADO GROUP PLC Annual Report and Accounts 2024

Report preparation
The Group’s internal processes in the preparation and review
of this Annual Report (and other financial reporting) include:
• a governance framework with a Working Group reporting to a
Steering Group provided the appropriate direction and
decision-making;
• review of and feedback on iterations of this Annual Report
by the Executive Committee, Board and key management
throughout the business;
• reviews of specific sections by the relevant Board
Committees;
• Audit Committee review of management reports on
accounting judgements and estimates, auditor and
management reports on internal controls and risk
management, accounting and reporting matters and a
management representation letter concerning accounting
and reporting matters;
• tone of voice and balanced messaging review undertaken by
external copywriter and our engaged external
communications agency;
• a paper from management highlighting how reporting,
regulatory and governance issues have been addressed in
this Annual Report;
• a Strategic Report which includes a fair review of the
development and performance of the business and the
position of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that the
Company faces;
• detailed debates and discussions concerning the principal
risks and uncertainties;
• Board and Audit Committee review of management reports
on assessments on going concern and viability;
• the Board Committees regularly reporting to the Board on
the discharge of their responsibilities;
• input from both internal and external legal advisers and other
advisers to cover relevant regulatory, governance and
disclosure obligations;
• discussions between contributors and management to
identify relevant and material information;
• a new approach to verification of material statements and
data validation, resulting in a more proactive approach to
ensuring these are factually accurate;
• collaboration with the external auditor, Deloitte on the
verification approach to provide comfort that information
provided is true and correct;
• checking of report and electronic tagging; and
• specific Board review of Directors’ belief statements and key
statements; and approval by the Group General Counsel and
Company Secretary, the Board Committees and the Board.
The Group receives reporting and information from the ORL
joint venture. The ORL board and audit committee review and
approve financial information and reporting regarding ORL,
which is then consolidated into the Group.
In addition to this Annual Report, the Group provides other
statements to its shareholders regarding the Group and its
operations, including the Modern Slavery Act Statement,
Tax Strategy Statement, Gender Pay Gap Statement and
supplier payments.
Corporate Governance Statement
Ocado Group was subject to the UK Corporate Governance
Code 2018 (the “Code”) for the year ended 1 December 2024.
This Corporate Governance Statement as required by the
Financial Conduct Authority’s (“FCA”) Disclosure Guidance and
Transparency Rules (“DTR”) forms part of the Directors’ Report,
and has been prepared in accordance with the principles of the
Code. A copy of the Code and further information on the Code
can be found on the Financial Reporting Council’s website,
www.frc.org.uk.
This Corporate Governance Statement, together with the rest
of the Corporate Governance Report (see pages 96-108 and
the Committee Reports (pages 109-147), provide information
on how the Group applied and complied with the principles and
provisions of the Code and meets other relevant requirements,
including provisions of the Listing Rules and the DTR of the
FCA.
Board approval
This separate Corporate Governance Statement 2024 is
approved by the Board and signed on behalf of the Board by its
Chair and the Group General Counsel and Company Secretary.
Adam Warby
Chair
Neill Abrams
Group General Counsel and Company Secretary
27 February 2025
Ocado Group plc
Registered Number: 07098618
155OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of Ocado Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view
of the state of the group’s and of the parent company’s affairs as at 1 December 2024 and of the group’s loss for the
52-week period then ended;
• the group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
• We have audited the financial statements which comprise:
• the consolidated income statement;
• the consolidated statement of comprehensive income;
• the consolidated and parent company balance sheets;
• the consolidated and parent company statements of changes in equity;
• the consolidated statement of cash flows; and
• the related notes 1 to 5.5 and parent company notes 1 to 5.1.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law
and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied
in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards,
includingFRS101“ReducedDisclosureFramework”(UnitedKingdomGenerallyAcceptedAccountingPractice).
2. Basis for opinion
WeconductedourauditinaccordancewithInternationalStandardsonAuditing(UK)(ISAs(UK))andapplicablelaw.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our
auditofthefinancialstatementsintheUK,includingtheFinancialReportingCouncil’s(the‘FRC’s’)EthicalStandardasapplied
to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services provided to the group and parent company for the year are disclosed in note 2.3 to the financial
statements.Weconfirmthatwehavenotprovidedanynon-auditservicesprohibitedbytheFRC’sEthicalStandardtothe
group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
156 OCADO GROUP PLC Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Ocado
Group plc

3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
• Capitalisation of labour costs; and
• Ocado Retail: accounting for promotional allowances.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality Thematerialitythatweusedforthegroupfinancialstatementswas£27.0m(FY23:£27.0m)which
wasdeterminedonthebasisofanassetmetricequatingto0.7%(FY23:0.6%)oftotalassets
excluding goodwill.
Wealsoappliedalowermaterialitythresholdof£9.9m(FY23:£8.1m)whenauditingrevenuefrom
TechnologySolutionsbusiness,equivalent2.0%(FY23:1.9%)ofitsamount.
Scoping The results of the Retail segment (“Ocado Retail”) have been presented as a discontinued
operation. The revenue earned by the group from Ocado Retail was previously eliminated on
consolidation but is now included in revenue from continuing operations. Nevertheless, as Ocado
Retail remained a subsidiary of the group for the period, and a full scope audit of Ocado Retail was
conducted, consistent with the prior period.
Components subject to full-scope audit contribute 97.0% of revenue from continuing operations
and 97.9% of the group’s property, plant and equipment, right-of-use assets and intangible assets
excluding goodwill.
With the inclusion of Ocado Retail Limited, a discontinued operation in the year, components
contribute98.0%ofthegroup’srevenue(includingthediscontinuedoperationforOcadoRetail)
and97.8%ofthegroup’sproperty,plantandequipment,right-of-useassetsandintangibleassets
excluding goodwill.
We performed analytical procedures on residual balances.
Significant changes
in our approach
For the current period, we did not identify a key audit matter regarding the valuation of contingent
consideration receivable from Marks and Spencer Group plc (“M&S”) in light of the fair value being
determinedas£nil(FY23:£28.0m).
157OCADO GROUP PLC Annual Report and Accounts 2024
Financial Statements Additional InformationStrategic Report Governance

4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern
basis of accounting included:
• understanding the detailed steps of the forecasting process through enquiries with management and inspection of the
underlying models, including obtaining a detailed understanding of key controls over the budget and forecast;
• assessing the arithmetic accuracy of the models used to prepare the group’s base case forecast and related scenarios;
• challenging the reasonableness of the detailed assumptions underpinning the group’s forecasts including considering the
current economic environment;
• comparing and assessing the historical accuracy of forecasts against previous performance;
• assessing management’s considerations of reasonably possible scenarios and their impact on the group’s forecasts and
performing additional sensitivity scenario analysis;
• considering the timing of repayments of the group’s borrowings;
• considering the impact of mitigating actions available, such as reducing capital expenditure; and
• assessing the appropriateness of the group’s disclosure concerning going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
158 OCADO GROUP PLC Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Ocado
Group plc continued

5.1. Capitalisation of labour costs
Key audit matter description The group continues to invest in the development of the Ocado Smart Platform and associated
software, as well as in establishing Customer Fulfilment Centres (“CFCs”) for Technology
Solutions customers. In doing so, significant internal labour costs are incurred which are
capitalised as internally-generated intangible assets or as a component of property, plant and
equipment as directly attributable costs. As described in note 3.2 and 3.3 of the financial
statements,£177.8m(FY23:£167.8m)and£23.6m(FY23:£32.7m)ofinternallabourcostswere
capitalised in the period as intangible assets and property, plant and equipment, respectively.
Determining whether a particular project or activity meets capitalisation criteria involves
judgementbasedontherequirementsofIAS38IntangibleAssetsandIAS16Property,Plantand
Equipment.Theamountbeingcapitalisedislargelyduetothedevelopmentofnewtechnologies
and the continued construction of CFCs for customers.
Inaddition,AdjustedEBITDA
Ⓐ
is an alternative performance measure of interest to the users of
the financial statements. There is therefore a potential incentive for management to exhibit bias in
considering whether to capitalise internal labour costs given that the amortisation and
depreciation of such costs are excluded from its calculation, whereas items which are not capital
in nature must be expensed as costs are incurred. We therefore consider the inappropriate
capitalisation of labour costs to be a potential fraud risk as well as a key audit matter. Further
information related to this area is set out in the Audit Committee report on page 116, and in notes
3.2 and 3.3 to the group financial statements.
How the scope of our audit
responded to the key audit
matter
To address the risk of inappropriate capitalisation of labour costs, our audit procedures included:
• obtaining a detailed understanding of relevant controls, such as those which are designed to
ensure that only projects and associated labour costs that meet capitalisation criteria under IAS
16orIAS38areapprovedascapitalinnature;
• selecting a sample of time entries charged to internal projects representing capitalised labour
costs and, for each, querying the worker to understand the nature of their activities and
assessingtheentryagainstthecapitalisationcriteriaofIAS16orIAS38;
• obtaining a detailed understanding of each selected project’s purpose and future economic
benefits in order to challenge its eligibility for capitalisation and considering whether the
worker’s time was directly attributable;
• assessing the status of each selected project, challenging management for potential
impairment of delayed projects and evaluating whether completed projects indicated
obsolescence or impairment of other assets;
• making enquiry of individuals outside finance to corroborate or contradict our understanding of
projects and time allocations; and
• challenging and corroborating the methods and calculations adopted in determining the labour
coststobecapitalisedasdirectlyattributablecostsasdefinedinIAS16orIAS38.
Key observations
We are satisfied that capitalised internal labour costs are fairly stated. We reported to the Audit
Committee a weakness in the control for assessing whether time spent on certain types of
projects meets capitalisation criteria.
159OCADO GROUP PLC Annual Report and Accounts 2024
Financial Statements Additional InformationStrategic Report Governance

5.2. Ocado Retail: accounting for promotional allowance
Key audit matter description As described in note 2.9 of the financial statements, the group has agreements with suppliers
where amounts are received to fund of the sale of certain groceries items on promotion
(“promotionalallowances”).Thegroupreceived£145.1m(FY23:£124.9m)ofsuchpromotional
allowances during the period, which was recorded as a deduction to operating costs.
The timing of recognising these amounts is based on when the corresponding promotional
activity has taken place. For most of the year there is limited judgement as each individual
promotional campaign has completed, amounts have been invoiced to suppliers and sufficient
time has elapsed for there to have been any revisions based on supplier enquiry. However, in the
final months of the year there is a greater risk and opportunity for bias and manipulation
considering the typical time lag between the issuance of an invoice and enquiry from a supplier.
There is therefore a potential risk that amounts are recognised during the year but subsequently
revised after approval of the financial statements. Given this, we considered the recognition of
promotional allowances in the final four months of the year to be a potential fraud risk.
How the scope of our audit
responded to the key audit
matter
To address the risk that promotional allowances have not been appropriately and accurately
recorded, our procedures included:
• obtaining an understanding of controls relevant to the accounting for promotional allowances;
• requesting a sample of supplier confirmations to validate the amounts recorded throughout the
period and on the balance sheet at period end, with additional samples for the final four months
of the period;
• making independent enquiries with the in-house buying team to understand the rationale for
any variances in confirmation responses;
• evaluating a sample of credit notes and disputes during and after the period to search for
contradictory evidence of the occurrence of promotions and recognition of related income; and
• assessing the recoverability of a sample of unsettled balances included on the balance sheet
for valuation and allocation.
Key observations We are satisfied that the accounting for promotional allowances during the period is appropriate.
160 OCADO GROUP PLC Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Ocado
Group plc continued

6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope
of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality £27.0m(FY23:£27.0m) £24.3m(FY23:£24.3m)
Basis for determining
materiality
We determined materiality primarily based on an
assetmetricequatingto0.6%(FY23:0.6%)of
total assets excluding goodwill.
We also considered revenue (including
discontinued operations) as a supporting
benchmark(FY24:0.9%,FY23:1.0%)
Parent company materiality is determined as a
percentage of net assets, capped at 90%
(FY23:90%)ofgroupmateriality.
Rationale for the
benchmark applied
We consider an asset metric to be the most
relevant proxy for the development of the
Technology Solutions business and the
associated scale of deployment at customer
sites.
Revenue was also considered as a supporting
benchmark as this metric is a group KPI and
reflects group performance, including
discontinued operations for Ocado Retail
The principal activities of the parent company
include holding investments in other group
companies and incurring costs and liabilities on
behalf of the group, including borrowings. As a
result, we considered net assets to be the most
relevant benchmark on which to base materiality.
As revenue from the Technology Solutions business remains an area of investor focus, we have exercised professional judgment
inapplyingalowerlevelofmaterialityof£9.9m(FY23:£8.1m),whichrepresents2%ofthereportedamount.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality 70%(FY23:70%)ofgroupmateriality 70%(FY23:70%)ofparentcompanymateriality
Basis and rationale for
determining performance
materiality
In determining performance materiality, we considered the following factors:
• the quality, consistency and timeliness of the financial reporting and closing processes;
• the continuity of key management personnel;
• our risk assessment, built on our understanding of the group and its environment; and
• management’s continued willingness to investigate and correct misstatements identified in the
audit.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £1.35m
(FY23:£1.35m),aswellasdifferencesbelowthatthresholdthat,inourview,warrantedreportingonqualitativegrounds.Wealso
report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial
statements.
161OCADO GROUP PLC Annual Report and Accounts 2024
Financial Statements Additional InformationStrategic Report Governance

7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our audit was scoped by obtaining an understanding of the group and its environment, including group-wide controls, and
assessing the risks of material misstatement at the group and at Ocado Retail, which is controlled and consolidated by the group.
We identified components based on common IT and control environments. Two significant components were identified: the group
component on a single common IT environment; and Ocado Retail. Both components were subject to full-scope audit procedures
performed by the group and Ocado Retail audit teams respectively based in London using a performance materiality of £16.0m
(85%ofgroupperformancemateriality).Toensureappropriatedirectionandsupervisionofthecomponentauditwork,therewas
extensive interaction between the group and component audit team. The group audit team issued the Ocado Retail component
audit team with detailed instructions and reviewed their audit file and related reporting.
In the current year, revenue earned by the Technology Solutions and Logistics businesses from Ocado Retail was scoped in, as it
is no longer eliminated as part of continuing operations. However, as Ocado Retail was a subsidiary for the full period, we have
treated it as a component, which has been subject to full scope audit procedures.
Componentssubjecttofull-scopeauditcontribute98%(FY23:99%)ofthegroup’srevenueand98%(FY23:99%)ofthegroup’s
property, plant and equipment, right-of-use assets and intangible assets excluding goodwill.
At the group level, we tested the consolidation and performed analytical procedures over residual balances.
The parent company was audited by the group engagement team.
7.2. Our consideration of the control environment
ThegrouphascontinueditsplantoevolveandimprovethefinancialcontrolenvironmentthroughtheEvolveprogramme,which
we have considered in our audit plan.
We involved IT specialists to obtain an understanding of relevant general IT controls across the group and Ocado Retail audits,
which included Oracle Fusion, Webshop and key warehouse management systems. Members of the Ocado Retail component
audit team visited three CFCs and one General Merchandise Distribution Centre (“GMDC”) to test controls relevant to the
existence of grocery inventory. Our IT specialists assisted in evaluating controls over the key warehouse IT systems as well as
relevant automated controls. Members of the group audit team also visited CFCs in the UK during the period.
We tested the operating effectiveness of controls in certain business processes, for example Technology Solutions revenue, and
obtained an understanding of certain IT systems, applications and databases, to provide feedback to management with a view of
relying on these controls in future periods.
7.3. Our consideration of climate-related risks
Assetoutinmanagement’sTCFDreportonpages68-75andtheprincipalrisksonpages76-85,thegroupisexposedtothe
impacts of climate change. As part of our audit planning procedures, we obtained management’s climate-related risk assessment
and, together with our climate change specialists, held discussions with management to understand the process of identifying
climate-related risks and determining their potential impact on the operations of the group and its financial statements. We also
read the related disclosures in note 1.4 to the financial statements.
We performed our own qualitative risk assessment of the potential impact of climate change on the group financial statements,
this included performing an audit team climate risk brainstorming session. We did not identify a risk of material misstatement.
We have further involved climate change specialists in reading the climate-related disclosures within the Annual Report to
consider whether they are materially consistent with the financial statements and our knowledge from our audit.
Our responsibility over other information is further described in the “Other information” section of our report. We have not been
engaged to provide assurance over the accuracy of these disclosures.
162 OCADO GROUP PLC Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Ocado
Group plc continued

8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
isahighlevelofassurance,butisnotaguaranteethatanauditconductedinaccordancewithISAs(UK)willalwaysdetect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error that was approved by
the board including the final assessment on 26 February 2025;
• results of our enquiries of management, internal audit, the legal function including the group’s General Counsel and Chief
ComplianceOfficer,theChiefExecutiveOfficerandChiefFinancialOfficerofthegroupandOcadoRetail,thedirectorsandthe
Audit Committees of the group and Ocado Retail about their own identification and assessment of the risks of irregularities,
including those that are specific to the group’s sector;
• any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
• the matters discussed among the audit engagement team including our component audit team and relevant internal specialists,
including tax, valuations, IT and impairment regarding how and where fraud might occur in the financial statements and any
potential indicators of fraud.
163OCADO GROUP PLC Annual Report and Accounts 2024
Financial Statements Additional InformationStrategic Report Governance

11. Extent to which the audit was considered capable of detecting irregularities, including fraud continued
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the following areas: inappropriate capitalisation of labour costs and the
accountingforpromotionalallowances.IncommonwithallauditsunderISAs(UK),wearealsorequiredtoperformspecific
procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of
those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules and
relevant tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the
Groceries Supply Code of Practice.
11.2. Audit response to risks identified
As a result of performing the above, we identified the capitalisation of labour costs and the accounting for promotional allowances
as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the matters in more
detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and in-house and external legal counsel concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance and reviewing internal audit reports; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias;
and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including internal specialists and our component audit team, and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
164 OCADO GROUP PLC Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Ocado
Group plc continued

13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
materialuncertaintiesidentifiedsetoutonpage88;
• the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the
periodisappropriatesetoutonpages86-88;
• the directors’ statement on fair, balanced and understandable set out on page 154;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages
76-85;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on page 120; and
• thesectiondescribingtheworkoftheauditcommitteesetoutonpage118.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have
not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 3 May 2017 to audit the
financial statements for the 52-week period ending 3 December 2017 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is eight years, covering the 52-week
period ending 3 December 2017 to the 52-week period ending 1 December 2024.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance
withISAs(UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
AsrequiredbytheFinancialConductAuthority(FCA)DisclosureGuidanceandTransparencyRule(DTR)4.1.15R–DTR4.1.18R,
thesefinancialstatementswillformpartoftheElectronicFormatAnnualFinancialReportfiledontheNationalStorage
MechanismoftheFCAinaccordancewithDTR4.1.15R–DTR4.1.18R.Thisauditor’sreportprovidesnoassuranceoverwhether
theElectronicFormatAnnualFinancialReporthasbeenpreparedincompliancewithDTR4.1.15R–DTR4.1.18R.
David Griffin FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
27 February 2025
165OCADO GROUP PLC Annual Report and Accounts 2024
Financial Statements Additional InformationStrategic Report Governance

3 December 2023 (restated
1
)
Revenue
2.1
1 ,214.5
0 .1
1,214 .6
1, 109. 7
12.4
1, 122. 1
Insurance and legal settlement proceeds
2.5
–
–
–
–
180.4
180.4
Operating costs
(1 ,516 . 7)
(34. 8)
(1 ,551. 5)
(1,408 .9)
(115. 0)
(1 ,523.9)
venturesand associate
(302.2)
(34.7)
(336. 9)
(299.2)
7 7. 8
(221 .4)
Share of results of joint venture and associate
3.5
0.3
–
0. 3
(0. 9)
–
(0.9)
Operating (loss)/profit
(301 .9)
(34. 7)
(336. 6)
(300. 1)
7 7. 8
(222.3)
Finance income
2.6
30.4
11.4
4 1.8
39. 9
6 .1
4 6.0
Finance costs
2.6
(98.6)
–
(98. 6)
(83. 6)
–
(83.6)
Other finance gains and losses
2.6
1 0.0
4 3.6
5 3.6
(19. 8)
–
(19. 8)
(Loss)/profit before tax from continuing operations
(360. 1)
20.3
(339 .8)
(363. 6)
8 3.9
(279. 7)
Income tax credit
2.7
0.2
–
0. 2
1 6.9
–
1 6.9
(Loss)/profit for the period from continuing operations
(359.9)
20.3
(339. 6)
(346. 7)
83. 9
(262.8)
Discontinued operations
2
(Loss)/profit after tax from discontinued operations
2.9
(19.2)
(15. 5)
(34.7)
(64.2)
(60.0)
(124 .2)
(Loss)/profit for the period
(379. 1)
4.8
(37 4.3)
(410 .9)
2 3.9
(387 .0)
Owners of Ocado Group plc
(336.2)
(314 .0)
Non-controlling interests
5.2
(38. 1)
(73 .0)
(37 4.3)
(387 .0)
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
2. As previously disclosed, it is the Group’s intention to transfer control of Ocado Retail Limited (“ORL”) to Marks & Spencer plc (“M&S”) in 2025 under the terms of the Shareholder
Agreement. Since this change of control will result in the Group no longer consolidating ORL, the results of ORL (and relevant inter-segment eliminations) have been reported as
discontinued operations in the Income Statement in order to present the Income Statement on a basis consistent with the futurestate of the Group. Other than the proposed
transfer of control between the two shareholders, there has been no other change to the economic interest held in ORL ortheshareholderagreement.
Loss per share
pence
pence
Basic and diluted loss per share
2.8
(40. 69)
(31 .76)
Basic and diluted loss per share
2.8
(41 . 00)
(38.44)
Refer to Alternative Performance Measures on pages 239 and 241 for a reconciliation of operating loss to adjusted earnings
before interest, taxation, depreciation, amortisation, impairment and adjusting items (Adjusted EBITDA
Ⓐ
).
166 OCADO GROUP PLC Annual Report and Accounts 2024
Consolidated Income Statement
for the 52 weeks ended 1 December 2024

Loss for the period
(37 4. 3)
(387 .0)
Fair value movements in cash flow hedges
4.3
(0.6)
(0.4)
Items reclassified from cash flow hedge reserve
4.3
0 .1
1 .1
Foreign exchange loss on translation of foreign subsidiaries
4.6
(20. 6)
(53. 0)
insubsequent periods
(21. 1)
(52.3)
Loss on equity investments designated as at fair value through othercomprehensive
income
4.4
(3. 1)
(16 .5)
Income tax relating to items that will not be reclassified subsequently to profit or loss
2.7
(3. 1)
(4. 6)
Net other comprehensive expense that will not be reclassified to profit andloss in
subsequent periods
(6 .2)
(21. 1)
Other comprehensive expense for the period from continuing operations, net of
income tax
(27 .3)
(73.4)
Total comprehensive expense for the period
(401. 6)
(460.4)
Owners of Ocado Group plc
(363.5)
(387 .4)
Non-controlling interests
5.2
(38. 1)
(73. 0)
(401 . 6)
(460.4)
167OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Statement of Comprehensive Income
for the 52 weeks ended 1 December 2024

Notes
Goodwill
3.1
158.2
158.6
Other intangible assets
3.2
496.5
461 .3
Property, plant and equipment
3.3
1 ,555.4
1, 79 4. 9
Right-of-use assets
3.4
264. 8
428. 1
Investment in joint venture and associate
3.5
7. 0
9.5
Other financial assets
3.6
100. 8
84. 0
Trade and other receivables
3.9
–
50.9
Deferred tax assets
2.7
4.7
0.9
Derivative financial assets
4.3
3.4
3.3
2,590 . 8
2,991 .5
Other financial assets
3.6
12. 9
43. 7
Inventories
3.8
39.8
127 . 1
Trade and other receivables
3.9
186.4
375 .4
Current tax assets
2.7
7. 5
1. 5
Cash and cash equivalents
3.10
732.5
884 .8
Derivative financial assets
4.3
0 .1
0 .1
97 9.2
1,432. 6
Assets classified as held for sale
2.9
586.5
4.9
1 ,565 .7
1,437 .5
Total assets
4, 156.5
4,429 .0
Contract liabilities
2.1
(38. 1)
(38. 6)
Trade and other payables
3.11
(246 . 6)
(468 .4)
Current tax liabilities
2.7
(1.4)
(0 .9)
Borrowings
4.1
(0.2)
(2.6)
Provisions
3.12
(7 .6)
(13.2)
Lease liabilities
3.4
(30.3)
(52.9)
Derivative financial liabilities
4.3
(0. 7)
(0 .2)
(324. 9)
(576 .8)
168 OCADO GROUP PLC Annual Report and Accounts 2024
Consolidated Balance Sheet
as at 1 December 2024

Notes
Net current assets
1 ,240 .8
860 .7
Contract liabilities
2.1
(468.5)
(408. 1)
Provisions
3.12
(15 .9)
(27 .6)
Borrowings
4.1
(1, 386.5)
(1 ,459.5)
Lease liabilities
3.4
(281 .4)
(444 .9)
Trade and other payables
3.11
(1. 1)
(1. 1)
Deferred tax liabilities
2.7
(0.6)
–
(2, 154.0)
(2,341 .2)
Liabilities directly associated with assets classified as held for sale
2.9
(506.4)
–
(2, 660.4)
(2,341 .2)
Net assets
1, 171.2
1, 51 1.0
Share capital
4.6
16.7
1 6.6
Share premium
4.6
1 ,947 .5
1 ,942.9
Treasury shares reserve
4.6
(112.9)
(112.9)
Other reserves
4.6
83.2
9 0.6
Retained earnings
(7 48. 8)
(449. 8)
Equity attributable to owners of Ocado Group plc
1 , 185. 7
1,487 .4
Non-controlling interests
5.2
(14.5)
2 3.6
Total equity
1, 171.2
1, 51 1.0
The Consolidated Financial Statements on pages 166-231 were authorised for issue by the Board of Directors and signed
on its behalf by:
Tim Steiner Stephen Daintith
Chief Executive Officer Chief Financial Officer
27 February 2025
169 OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Balance Sheet continued
as at 1 December 2024

Balance at 27 November 2022
1 6.5
1 ,939. 3
(112.9)
164. 0
(169 .0)
1,837 .9
96.4
1,934.3
Loss for the period
–
–
–
–
(314 . 0)
(314 .0)
(73 .0)
(387 .0)
Other comprehensive expense
–
–
–
(73.4)
–
(73 .4)
–
(73.4)
Total comprehensive expense fortheperiod
–
–
–
(73.4)
(314. 0)
(387 .4)
(73 .0)
(460.4)
Issue of ordinary shares
4.6
0 .1
2 .1
–
–
–
2.2
–
2.2
Allotted in respect of share option schemes
4.6
–
1. 5
–
–
–
1. 5
–
1. 5
Share-based payments charge
4.7
–
–
–
–
33.3
3 3.3
–
33 .3
Tax on share-based payments charge
2.7
–
–
–
–
0 .1
0 .1
–
0 .1
Additional investment in
JonesFoodCompanyLimited
5.2
–
–
–
–
(0.2)
(0 .2)
0.2
–
Total transactions with owners
0 .1
3.6
–
–
33 .2
36. 9
0. 2
3 7. 1
Balance at 3 December 2023
1 6.6
1 ,942.9
(112.9)
9 0.6
(449. 8)
1,487 .4
2 3.6
1,5 1 1.0
Loss for the period
–
–
–
–
(336.2)
(336.2)
(38. 1)
(37 4. 3)
Other comprehensive expense
–
–
–
(27 .3)
–
(27 .3)
–
(27 .3)
Total comprehensive expense for the period
–
–
–
(27 .3)
(336.2)
(363.5)
(38. 1)
(401. 6)
Issue of ordinary shares
4.6
0 .1
1.7
–
–
–
1.8
–
1.8
Allotted in respect of share option schemes
4.6
–
2.9
–
–
–
2.9
–
2 .9
Share-based payments charge
4.7
–
–
–
–
37 .2
37 .2
–
37 .2
Issue of convertible bonds
4.1
–
–
–
3 7. 6
–
3 7. 6
–
3 7. 6
Redemption of convertible bonds
4.1
–
–
–
(17 .7)
–
(17 .7)
–
(17 .7)
Total transactions with owners
0 .1
4.6
–
1 9.9
37 .2
6 1.8
–
6 1.8
Balance at 1 December 2024
1 6.7
1,947 .5
(112.9)
83.2
(7 48. 8)
1, 185.7
(14.5)
1, 171.2
170 OCADO GROUP PLC Annual Report and Accounts 2024
Consolidated Statement of Changes in Equity
for the 52 weeks ended 1 December 2024

Cash generated from operations
4.9
232.5
8 6.9
Cash received from the AutoStore settlement
2.5
1 00.0
4 1. 7
Corporation tax (paid)/received
(7 .7)
9. 9
Interest paid
(55. 9)
(56. 3)
Net cash flow from operating activities
268. 9
82.2
Acquisition of subsidiaries, net of cash acquired
–
(11 .4)
Purchase of intangible assets
(202.6)
(205. 1)
Purchase of property, plant and equipment
(196 .8)
(331. 3)
Dividend received from joint venture
3.5
2.8
5 .1
Purchase of unlisted equity investments
3.6
(10. 0)
(10. 0)
Proceeds from loans to joint ventures, associates and investee companies
2.3
–
Proceeds from disposal of asset held for sale
2.5
1 8.5
9. 4
Cash received in respect of contingent consideration receivable
3.6
1.6
1. 5
Interest received
3 0.5
4 1. 7
Net cash flow used in investing activities
(353. 7)
(500. 1)
Proceeds from issue of ordinary share capital
4.4
2 .1
Proceeds from allotment of share options
0. 2
0. 5
Proceeds from borrowings
4.2
7 20.0
64 .4
Transaction costs on issue of borrowings
(18 .9)
–
Repayment of borrowings
4.2
(67 4.3)
(10. 3)
Repayment of principal element of lease liabilities
4.2
(55. 7)
(66. 8)
Net cash flow (used in) financing activities
(24. 3)
(10. 1)
Net decrease in cash and cash equivalents
(109. 1)
(428. 0)
Cash and cash equivalents at beginning of period
884. 8
1 ,328 .0
Effect of changes in foreign exchange rates
(4.2)
(15.2)
Cash and cash equivalents at end of period
3.10
7 7 1.5
884. 8
The cash flow statement above includes the entire Group. Cash flows from discontinued operations are disclosed in Note 2.9.
171OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements
Consolidated Statement of Cash Flows
for the 52 weeks ended 1 December 2024

Section 1 – Basis of preparation
1.1 General information
Ocado Group plc (hereafter the “Company”) is a listed company, limited by shares, incorporated in England and Wales under
the Companies Act 2006 (company number: 07098618). The Company is the parent and the ultimate parent of the Group.
The address of its registered office is Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom,
AL10 9UL. The financial statements comprise the results of the Company and its subsidiaries (hereafter the “Group”)
(see Note 5.1 for a full list of the subsidiaries). The financial period represents the 52 weeks ended 1 December 2024.
The prior financial period represents the 53 weeks ended 3 December 2023. The principal activities of the Group are
described in the Strategic Report on pages 1-89.
1.2 Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with the Listing Rules and the Disclosure Guidance
and Transparency Rules of the United Kingdom Financial Conduct Authority (where applicable), International Accounting
Standards (“IASs”) in conformity with the requirements of the Companies Act 2006 and UK-adopted International Financial
Reporting Standards (“IFRSs”), including the interpretations issued by IFRS Interpretations Committee (“IFRIC”). Unless otherwise
stated, the accounting policies have been applied consistently to all periods presented in these Consolidated Financial
Statements.
The Consolidated Financial Statements are presented in pounds sterling, rounded to the nearest hundred thousand unless
otherwise stated, and have been prepared under the historical cost convention, as modified by the revaluation of financial asset
investments and certain other financial assets and liabilities, which are held at fair value.
The Directors consider it appropriate to adopt the going concern basis of accounting in preparing the Consolidated Financial
Statements of the Group. See Note 1.5 for further details.
New standards, amendments and interpretations adopted by the Group
The Group has considered the following new standards, interpretations and amendments to published standards that are
effective for the Group for the period beginning 4 December 2023 and concluded either that they are not relevant to the
Group nor would they have a significant effect on the Group’s Consolidated Financial Statements other than on disclosures:
IFRS 17
Insurance Contracts
1 January 2023
IAS 1
Classification of Liabilities as Current or Non-Current
1 January 2023
IAS 1
Disclosure of Accounting Policies (amendments)
1 January 2023
IAS 8
Disclosure of Accounting Estimates (amendments)
1 January 2023
IAS 12
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (amendments)
1 January 2023
IAS 12
Income taxes – International Tax Reform – Pillar Two Model Rules (amendments)
1 January 2023
New standards, amendments and interpretations not yet adopted by the Group
The following new standards, interpretations and amendments to published standards and interpretations that are relevant to the
Group have been issued but are not effective for the period beginning 4 December 2023 and have not been adopted early:
IAS 1
Non-current Liabilities with Covenants
1 January 2024
IAS 7
Statement of Cash Flows (amendments)
1 January 2027
IFRS 7
Amendments regarding classification of financial instruments
1 January 2026
IFRS 18
Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public Accountability: Disclosures (amendments)
1 January 2027
IAS 28
Investments in Associates and Joint Ventures (amendments)
Deferred
IFRS 10
Consolidated Financial Statements (amendments)
Deferred
With the exception of IFRS 18, the adoption of the above standards, interpretations and amendments is not expected to have a
material effect on the Group’s Consolidated Financial Statements. The impact of IFRS 18 on the Group is currently being assessed
and it is not yet practicable to quantify the effect on the Group’s Consolidated Financial Statements
The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities in relation
to the IAS 12 amendment.
Discontinued operations
It is the Group’s intention to transfer control of ORL to M&S in 2025 under the terms of the Shareholder Agreement. As such, the
net results of ORL are presented as a discontinued operation in the Group Income Statement, for which the comparatives have
been restated. The assets and liabilities of the disposal group are presented separately in the Group Balance Sheet as held for
sale. For further details, refer to Note 2.9.
172 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements

1.3 Basis of consolidation
The Group’s Consolidated Financial statements consist of the accounts of the Company, all entities controlled by the Company
(its subsidiaries) and the Group’s share of its interests in joint ventures and associates.
Subsidiaries
The accounts of subsidiaries are included in the Consolidated Financial Statements from the date on which the Company obtains
control and excluded when the Company loses control over them. Control is achieved when the Company has power over a
subsidiary, exposure or rights to variable returns from it and the ability to use its power to affect these returns. This ability enables
the Company to affect the amount of economic benefit generated from the entity’s activities.
All subsidiaries have a reporting date of 1 December 2024 except for the following:
JFC Hydroponics Ltd
30 April
Jones Food Company Limited
30 April
Haddington Dynamics II, LLC
31 December
Kindred, Inc.
31 December
Kindred Systems II Inc.
31 December
Myrmex, Inc.
31 December
Ocado Bulgaria EOOD
31 December
Ocado Solutions (US) ProCo LLC
31 December
Ocado Solutions USA Inc.
31 December
Ocado Solutions Spain, S.L
31 December
Ocado Spain, S.L.U.
31 December
Ocado US Holdings, Inc.
31 December
6 River Systems LLC
31 December
6 River Systems Ltd.
31 December
6 River Systems GmbH
31 December
All these companies have prepared additional financial information for the 52 weeks ended 1 December 2024
to enable consolidation.
All intercompany balances and transactions, including recognised gains arising from intra-Group transactions,
have been eliminated in full. Unrealised losses are eliminated in the same manner as the recognised gains.
The Group allocates the total comprehensive income or expense of subsidiaries to the owners of the Company
and non-controlling interests, based on their respective ownership interests.
Joint ventures and associates
The Group’s share of the results of joint ventures and associates is included in the Consolidated Income Statement using the
equity method of accounting. Investments in joint ventures and associates are held on the Consolidated Balance Sheet at cost,
plus post-acquisition changes in the Group’s share of the net assets of the entities, less any impairment in value and dividends
received. The carrying values of the investments in joint ventures and associates include implicit goodwill.
If the Group’s share of losses in a joint venture or associate equals or exceeds its initial investment in the joint venture or
associate, the Group does not recognise further losses, unless it has incurred obligations to do so or made payments on behalf
of the joint venture or associate. Unrealised gains arising from transactions with joint ventures and associates are eliminated
to the extent of the Group’s interest in the entity.
Accounting policies
The principal accounting policies adopted in the preparation of these Consolidated Financial Statements are set out in the
relevant notes. Accounting policies not specifically attributable to a note are set out below. These policies have been applied
consistently to all the periods presented unless stated otherwise.
Functional and presentational currency
Items included in the Consolidated Financial Statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The pound sterling is the Company’s
functional and the Group’s presentational currency.
173OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

1.3 Basis of consolidation continued
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the rates of exchange
quoted at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions.
Transactions in foreign currencies are recorded in the functional currency at an average rate for the period in which those
transactions take place, which is used as a reasonable approximation to the exchange rates prevailing at the dates of the
transactions. Translation differences on monetary items are taken to the Consolidated Income Statement.
A number of subsidiaries within the Group have a non-sterling functional currency. The financial performance and end position
of these entities are translated into sterling in the Consolidated Financial Statements. Balance sheet items are translated at the
closing rate at the balance sheet date. Income and expenses are translated using an average rate for the month in which they
occur.
Exchange differences arising on the translation of the net investment in overseas subsidiaries are recorded through other
comprehensive income. On disposal of the net investment, the cumulative exchange difference is reclassified from equity
to the Income Statement. All other currency gains and losses are dealt with in the Income Statement.
1.4 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Group’s Consolidated Financial Statements requires the use of certain judgements, estimates and
assumptions that affect the reported amounts of assets, liabilities, income and expenses. Judgements and estimates are
evaluated regularly, and represent management’s best estimates based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. However, events or actions may mean
that actual results ultimately differ from those estimates, and the differences may be material.
Critical accounting judgements
Critical accounting judgements are those that the Group has made in the process of applying the Group’s accounting policies
and that have the most significant effect on the amounts recognised in the Consolidated Financial Statements.
Area
Judgement
Notes
Adjusting items
Management believes that separate presentation of the adjusting items provides useful information
174 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Key estimation uncertainties
Key areas of estimation uncertainty are the key assumptions concerning the future and other data points at the reporting date
that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next period.
Area
Estimation uncertainty
Notes
Climate-related risks
The Group has considered the impact of climate change, particularly in the context of the climate-related risks identified in the
TCFD disclosures as set out on pages 68-75, on its financial performance and position. There has been no material impact
identified on the financial reporting judgements and estimates. In particular, the Group considered the impact of climate change
in respect of going concern and viability of the Group over the next three years, forecast cash flows for the purposes of
impairment assessments of non-current assets and the useful lives of certain assets. Whilst there is currently little short to
medium-term impact expected from climate change, the Directors are aware of the changing nature of risks associated with
climate change and will regularly assess these risks against judgements and estimates made in preparation of the Group’s
Consolidated Financial Statements.
1.5 Going concern basis
Accounting standards require that Directors satisfy themselves that it is reasonable for them to conclude on whether or not it is
appropriate to prepare financial statements on the going concern basis. The Directors have assessed the Group’s prospects as a
going concern covering a period to the end of May 2026.
In assessing going concern, the Directors take into account the financial position of the Group, its cash flows, liquidity position
and borrowing facilities, which are set out in the Financial Review on pages 26-43. In addition, the Directors consider the Group’s
business activities, together with factors that are likely to affect its future development and position, as set out in the Strategic
Report on pages 1-89, and the Group’s principal risks and the likely effectiveness of any mitigating actions and controls available
to the Directors as set out on pages 76-85.
At the reporting date, the Group had cash and cash equivalents of £732.5m (FY23: £884.8m), external gross debt
Ⓐ
of £1,959.3m
(FY23: £1,943.4m) (excluding lease liabilities payable to MHE JVCo Limited of £12.4m (FY23: £16.5m)) and net current assets of
£1,240.8m (FY23: £860.7m). The Group has a mixture of financing arrangements, including £172.8m of senior unsecured
convertible bonds due in 2025, £223.7m of senior unsecured notes due in 2026, £350.0m of senior unsecured convertible bonds
due in 2027, £250.0m of senior unsecured convertible bonds due in 2029 and £450.0m of senior unsecured notes due in 2029.
The Group forecasts its liquidity and working capital requirements, and ensures it maintains sufficient headroom so as not to
breach any financial covenants in its borrowing facilities, as well as maintaining sufficient liquidity over the forecast period.
Having had consideration for these areas, the Directors have concluded that it is appropriate to continue to adopt the going
concern basis in preparing the Consolidated Financial Statements. Further details of the Group’s considerations are provided in
the Viability Statement and Going Concern Statement on page 88.
175OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Section 2 – Results for the period
2.1 Revenue
Accounting policies
Revenue represents the transaction prices to which the Group expects to be entitled in return for delivering goods or services to
its customers. The amount of revenue recognised in any period is based on a judgement of when the customer is able to benefit
from the goods or services provided, and an assessment of the progress made towards completely satisfying each performance
obligation. The following provides information about the nature and timing of the satisfaction of performance obligations in
contracts with customers and the related revenue recognition policies for each of the reportable segments. For information about
reportable segments, see Note 2.2.
Logistics segment
Revenues in the Logistics segment relate to the operation of automated warehouses and provision of associated supply chain and
delivery services to our UK partners, Wm Morrison Supermarkets Limited (“Morrisons”) and Ocado Retail.
Revenue is earned from cost recharges, which are the recharges of variable and fixed costs incurred to provide fulfilment and
delivery services. Additionally, a management fee is earned on the rechargeable costs. The business also generates revenue from
capital recharges relating to certain material handling equipment (“MHE”) assets used to provide logistics services to Ocado
Retail.
There is a single performance obligation, which is the provision of fulfilment and delivery services, and the total transaction price
is allocated to the performance obligation.
Revenue is recognised as the services are provided to the UK partners.
Technology Solutions segment
Revenues in the Technology Solutions segment relate to the provision of the Ocado Smart Platform (“OSP”) as a managed service
to the Group’s grocery retail partners and the provision of Automated Storage Retrieval Systems (“ASRSs”) to non-grocery
partners.
Identification of performance obligations
Each contract is considered on a case-by-case basis. A typical contract includes several obligations including, but not limited to,
the design of the Customer Fulfilment Centre (“CFC”), the provision of MHE and the provision of software. The Group has
concluded that the customer is unable to derive any benefit from these individual elements independently from the other and as
such are not separate performance obligations but represent a single performance obligation – to provide the partner with use of
the Ocado Smart Platform, enabling them to establish an online grocery business fulfilling customer orders from a CFC from the
go-live date.
Some contracts contain additional components, for example the addition of In-Store Fulfilment (“ISF”) services or additional CFCs
and in such cases management uses its judgement to determine whether there are separable performance obligations from
which the customer is able to benefit independently.
Determining transaction prices
At the inception of a contract, the total transaction price is estimated, being the amount to which the Group expects to be entitled
over the expected duration of the contract, based on the rights it has under the present contract. Such expected amounts are
only included to the extent that it is highly probable that no revenue reversal will occur.
Typically, contracts include both upfront fees, which are non-recurring and paid by the customer in the period prior to the solution
going live, and subsequent periodic amounts that are either recurring or variable.
Variable amounts are fees whereby typically the variability relates to the volume of sales transactions processed or variable costs
associated with providing the service to the customer.
For each contract an assessment has been made by the Group as to whether there is a significant finance benefit arising from the
timing of payments required from the customer. Judgement is required to choose an appropriate interest rate used in the
assessment and to set a reasonable threshold for determining whether any finance benefit is significant.
Allocation of transaction prices to performance obligations
Single component contracts have a single performance obligation and the whole transaction price is assigned to that single
deliverable. Multiple component contracts will have more than one performance obligation, each with its own contract duration as
adjudged by management. Each contract clearly states the fees relating to each component. This provides management with a
basis for allocation of the calculated transaction price to each performance obligation based on the standalone selling price.
Revenue recognition
For each performance obligation and its allocated transaction price, revenue is recognised from the point at which the customer
starts to benefit from the services and over the period the services are provided.
The nature of the services provided, that is the ability to fulfil online grocery orders, represents equal value to the customer every
day that the service is provided. This uniformity of value to the customer over time has led the Group to determine that the most
appropriate way of measuring the satisfaction of obligations is by using a straight-line, time-elapsed basis.
176 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

For upfront fees, the period over which services are provided is the expected customer life. Determining the expected customer
life requires judgement since typically contracts have no end date. The Group considers both qualitative and quantitative
information such as market evidence and certain clauses contained within Solutions contracts when making such judgments.
For recurring and variable fees, revenue is recognised in the period in which they arise, because they relate to the services
provided in that period.
Contract modifications
The Group’s contracts may be amended for changes to specifications and requirements. Contract modifications exist when the
amendment creates new, or changes existing, enforceable rights and obligations. The effect of a contract modification on the
transaction price and the Group’s measure of progress for the performance obligation to which it relates is recognised as an
adjustment to revenue in one of the following ways:
a. Prospectively as an additional separate contract;
b. Prospectively as a termination of the existing contract and creation of a new contract;
c. As part of the original contract using a cumulative catch-up; or
d. As a combination of b and c.
For contracts for which the Group has decided there is a series of distinct goods and services that are substantially the same and
have the same pattern of transfer where revenue is recognised over time, the modification will always be treated under a or b.
Contract-related assets and liabilities
As a result of the contracts into which the Group enters with its customers, a number of different assets and liabilities are
recognised on the Consolidated Balance Sheet. These include contract assets and liabilities.
Contract assets and liabilities
The Group’s contracts with customers include a diverse range of payment schedules, depending upon the nature and type of
goods and services being provided. The Group often agrees payment schedules at the inception of long-term contracts under
which it receives payments throughout the terms of the contracts. These payment schedules may include performance-based
payments or progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for
transactional goods and services may be made at the delivery dates, in arrears or through part-payments in advance. Where
cumulative payments made (or when the Group has an unconditional right to payment) at the reporting date are greater than the
cumulative revenues recognised, the Group recognises the differences as contract liabilities. Where cumulative payments made
at the reporting date are less than the cumulative revenues recognised, and the Group has an unconditional right to payment,
the Group recognises the differences as contract assets or accrued income.
For the summary of revenue recognised by segment, refer to Note 2.2.
Below is a summary of timing of revenue recognition:
At a point in time
5.3
1.6
Over time
1,209.2
1,108.1
1,214.5
1,109.7
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
Revenue split by geographical area:
UK
943.4
870.6
Europe (excluding UK)
32.9
38.1
North America
214.1
191.1
Asia Pacific
24.1
9.9
1,214.5
1,109.7
Revenue from the UK region accounted for 77.7% of total revenue (FY23: 78.5%), while the North American region contributed
17.6% (FY23: 17.2%).
177OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.1 Revenue continued
Contract balances
Trade receivables
47.9
62.7
Accrued income
6.4
4.4
Contract liabilities – current
(38.1)
(38.6)
Contract liabilities – non-current
(468.5)
(408.1)
Contract liabilities
The contract liabilities relate primarily to consideration received from Solutions customers in advance, for which revenue is
recognised as the performance obligation is satisfied. The movement in contract liabilities during the current and prior periods is:
£m
1
Balance at beginning of period
(446.7)
(422.9)
Recognised on acquisition of subsidiaries
3.1
–
(9.2)
Amount reclassified as deferred income
9.6
–
Amount invoiced
(103.9)
(47.6)
Amount recognised as revenue
34.7
33.0
Effects of changes in foreign exchange rates
(0.3)
–
Balance at end of period
(506.6)
(446.7)
1. In the prior period, amounts of £9.6m were included in contract liabilities. These amounts have been reclassified to deferred income in the current year.
£34.7m (FY23: £28.6m) of revenue recognised during the period was included in contract liabilities at the beginning of the period
and £nil relates to revenue recognised from an acquisition (FY23: £4.4m).
Future transaction price
As well as the amounts currently held as contract liabilities, the Group anticipates receiving £122.8m (FY23: £172.2m) over the
next four years in respect of upfront fees that are contracted but not yet due. These amounts represent the aggregate amount
of contracted transaction price allocated to the committed performance obligations that are unsatisfied or partially satisfied
as at the period end. The amounts received and to be received in respect of these performance obligations will be recognised
in revenue from the go-live date over the estimated customer life. The total transaction price that the Group will earn over the
estimated customer life also includes ongoing fees. These fees have been excluded from the disclosure as the Group has taken
the practical expedient under IFRS 15.121(b) for revenues recognised in line with the invoicing.
2.2 Segmental reporting
In accordance with IFRS 8 “Operating Segments”, an operating segment is defined as a business activity whose operating results
are reviewed by the chief operating decision maker (“CODM”), for which discrete information is available. Operating segments are
reported in a manner consistent with the internal reporting provided to the CODM. The CODM, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Board. The Board assesses the
performance of all operating segments on the basis of Adjusted EBITDA
Ⓐ
.
The Group reports its operating segments to align with the three underlying business models: Technology Solutions,
Logistics and Retail:
• The Technology Solutions segment provides end-to-end online retail and automated storage and retrieval solutions
for general merchandise to corporate customers both in and outside of the United Kingdom.
• The Logistics segment provides the CFCs and logistics services for customers in the United Kingdom (Wm Morrison
Supermarkets Limited and Ocado Retail Limited).
• The Retail segment (discontinued operation) provides online grocery and general merchandise offerings to customers within
the United Kingdom, and relates entirely to the Ocado Retail joint venture.
It is the Group’s intention to transfer control of ORL to M&S in 2025 under the terms of the Shareholder Agreement. As such, the
Retail segment has been classified as a discontinued operation. The remaining Technology Solutions and Logistics segments are
included within continuing operations.
Group eliminations relate to revenues and costs arising from inter-segment transactions, and are required to reconcile segmental
results to the consolidated Group results. Group eliminations have been reported within discontinued operations.
Any transactions between the segments are subject to normal commercial terms and market conditions. Segmental results
include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Group’s continuing operations are reliant on three major customers which individually contribute more than 10% of revenue.
This includes £313.0m (FY23: £289.8m) in the Technology Solutions segment and £718.0m (FY23: £680.7m) in the Logistics
segment.
178 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

The following table presents revenue and Adjusted EBITDA
Ⓐ
for each of the operating segments.
Total Group
Ⓐ
Revenue
496.5
718.0
1,214.5
2,685.8
(744.4)
3,155.9
Adjusted EBITDA
Ⓐ
80.9
31.1
112.0
44.6
(3.3)
153.3
Revenue
429.0
680.7
1,109.7
2,408.8
(693.5)
2,825.0
Adjusted EBITDA
Ⓐ
15.6
30.8
46.4
12.1
(4.3)
54.2
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
Ⓐ
See Alternative Performance Measures on pages 239-241 for further information.
Non-current assets split by geographical area:
UK
1,386.9
1,781.9
Europe (excluding UK)
109.2
104.0
North America
598.6
591.1
Asia Pacific
222.0
207.3
2,316.7
2,684.3
Non-current assets exclude financial instruments, deferred tax assets and goodwill.
No measure of total assets and total liabilities is reported for each reportable segment, as such amounts are not provided
to the CODM.
2.3 Operating costs
Operating costs include:
Continuing operations
Notes
Cost of inventories recognised as an expense
2.4
0.7
Employment costs
2.4
735.4
720.5
Amortisation of intangible assets
3.2
145.9
123.5
Impairment of intangible assets
2
3.2
5.9
0.2
Depreciation of property, plant and equipment
3.3
195.6
166.0
Impairment of property, plant and equipment
2
3.3
38.4
27.5
Gain on disposal of asset held for sale
3.7
(11.0)
(5.0)
Depreciation of right-of-use assets
3.4
28.7
35.3
Impairment of right-of-use assets
2
3.4
1.0
–
Decrease in expected credit loss of trade receivables
3.9
(0.8)
(0.1)
Expense relating to short-term leases and leases of low-value assets
3.4
2.4
2.8
Net foreign exchange gain
(0.5)
(0.3)
Rental income
(3.9)
(6.8)
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
2. The amount disclosed include impairment charges in respect of other intangible assets of £nil (FY23: £nil), property, plant and equipment of £1.6m (FY23: £5.9m) which are
included in adjusting items.
179OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.3 Operating costs continued
During the period, the Group paid the following to its auditor:
Audit of the Company’s annual financial statements
0.1
0.1
Audit of the Company’s subsidiaries
2.4
2.1
Total audit fees
2.5
2.2
Audit-related assurance services
0.2
0.2
Other assurance services
0.4
0.1
Total non-audit fees
0.6
0.3
Total fees
3.1
2.5
2.4 Employee information
Accounting policies
The Group contributes to the personal pension plans of its employees through Group Personal Pension Plans administered by
Legal & General. Contributions are charged to the Consolidated Income Statement in the period to which they relate. The Group
has no further payment obligations once its contributions have been paid.
Wages and salaries
852.8
830.9
Social security costs
77.7
76.0
Defined contribution pension costs
23.8
24.6
Share-based payment charge
1
4.7
37.7
35.7
Gross employment costs
992.0
967.2
Staff costs capitalised as intangible assets
3.2
(177.8)
(167.8)
Staff costs capitalised as property, plant and equipment
3.3
(23.6)
(32.7)
Total employment costs
790.6
766.7
Less: Discontinued operations
(55.2)
(46.2)
Total continuing operations
735.4
720.5
1. Included in the share-based payment charge is an equity-settled charge of £37.2m (FY23: £33.3m) and a net increase of provisions of £0.5m (FY23: £2.4m net release in
provisions) for the payment of employer social security contributions on taxable employee incentive schemes.
Operational staff
16,578
16,483
Support staff
4,578
4,769
21,156
21,252
180 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

2.5 Adjusting items
Ⓐ
Accounting policies
Adjusting items, as disclosed on the face of the Consolidated Income Statement, are items that are considered to be significant
due to their size/nature, not in the normal course of business or are consistent with items that were treated as adjusting in the
prior periods or that may span multiple financial periods. They have been classified separately in order to draw them to the
attention of the readers of the Financial Statements and facilitate comparison with prior periods to assess trends in the financial
performance more readily. The Group applies judgement in identifying the items of income and expense that are recognised
as adjusting.
Litigation costs net of recoveries
A
–
(5.0)
Litigation settlement income and unwind of discount
A
11.4
186.5
Ocado Group Finance transformation
B
(2.6)
(7.6)
Ocado Retail IT and Finance systems transformation
C
(11.9)
(2.6)
Change of fair value of contingent consideration receivable and related costs
D
(29.1)
(68.1)
Organisational restructure
E
(5.0)
(15.5)
UK network capacity review
F
(3.6)
(32.2)
Zoom by Ocado network capacity and strategy review
G
(1.9)
(27.4)
Ocado Group HR system transformation
H
(8.5)
(2.0)
Acquisition costs of 6 River Systems LLC (“6RS”)
I
–
(2.2)
Gain on disposal of asset held for sale
J
12.4
Gain on partial redemption of bonds
K
43.6
–
Total adjusting items
4.8
23.9
Exclude net adjusting expense relating to discontinued operations (Note 2.9)
(15.5)
(60.0)
Net adjusting income from continuing operations
20.3
83.9
Ⓐ
Adjusting items are alternative performance measures. See Alternative Performance Measures on pages 239-241.
181OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.5 Adjusting items
Ⓐ
continued
A. Litigation costs and litigation settlement
Litigation costs are costs incurred on patent infringement litigation between the Group and AutoStore Technology AS
(“AutoStore”). The gross costs incurred in the prior period amounted to £11.7m and were offset by £6.7m received in relation
to cost recovery as a result of favourable court judgements.
On 22 July 2023, the Group reached an agreement with AutoStore to settle all patent litigation and cross-licence pre-2020
patents, for which AutoStore undertook to pay the Group a total of £200m in 24 monthly instalments, beginning in July 2023.
The settlement was recorded as a receivable measured initially at fair value and subsequently at amortised cost. The settlement
receivable initially recognised was £180.4m. The unwinding of the discount over the life of the receivable is recorded as finance
income, with £11.4m recorded in the current period (FY23: £6.1m). During the period, payments totalling £100.0m (FY23: £41.7m)
have been received. All amounts are classified as adjusting items, in line with the Group’s adjusting items policy, as the amounts
are material and represent income unrelated to operating activities of the Group.
B. Ocado Group Finance transformation
Subsequent to the Group’s implementation of various Software as a Service (“SaaS”) solutions in FY21, the Group undertook a
multi-year programme which focused on optimising and enhancing the existing SaaS solutions and related finance processes
to improve efficiency across the business. This programme completed in FY24. The total cumulative finance transformation
costs expensed were £12.2m and included £2.6m in FY24 (FY23: £7.6m) which largely related to spend on external consultants
and contractors. These amounts have been disclosed as adjusting items because the total costs associated with this programme
are significant and arise from a strategic project that is not considered by the Group to be part of the normal operating costs
of the business.
C. Ocado Retail IT and Finance systems transformation
In FY21, Ocado Retail initiated its IT Roadmap programme, which focuses on delivering IT systems and services that will enable
Ocado Retail to meet its obligation to transition away from Ocado Group IT services, tools and support. This includes ORL’s
transition to the Ocado Solutions Platform (“OSP”) to provide an end-to-end solution for operating online in the grocery market.
The IT Roadmap programme, which is expected to run until FY26, includes the development of both on-premises and SaaS
solutions. The costs incurred during the current period amount to £10.1m (FY23: £1.5m) and cumulative costs expensed to date
total to £11.6m.
Ocado Retail is undergoing a wide-scale Finance Transformation project. In FY23, this included replacement of the Enterprise
Resource Planning (“ERP”) system with Oracle Fusion. In FY24, costs relate to the wider obligations of Ocado Retail in light of the
expected change to the controlling shareholder. The costs incurred during the current period amount to £1.8m (FY23: £1.1m) and
cumulative costs expensed to date total to £2.9m.
These costs have been classified as adjusting because they are expected to be significant and result from a transformational
activity which is considered only incremental to the core activities of the Group.
D. Change in fair value of contingent consideration receivable and related costs
In 2019, the Group sold Marie Claire Beauty Limited (“Fabled”) to Next plc and 50% of Ocado Retail to Marks & Spencer Holdings
Limited (“M&S”). Part of the consideration for these transactions was contingent on future events. The Group holds contingent
consideration at fair value through profit or loss (“FVTPL”) and revalues it at each reporting date.
During the period, the consideration for the sale of Fabled has been settled in full, with the Group recognising a £0.2m increase
in fair value (FY23: £0.4m) and receiving cash consideration of £1.6m (FY23: £1.6m). The value of the contingent consideration
receivable from M&S was written down to nil and a loss of £28.0m (FY23: £67.0m loss) is reported through adjusting items.
Refer to Note 3.6 for details.
The Group has engaged specialists in order to support the identification and quantification of proposed adjustments to the
contingent consideration Target, incurring costs during the period of £1.3m (FY23: £0.7m). As these costs have been incurred
in the process of securing an adjusting income, these costs have been classified as adjusting.
E. Organisational restructure
During the period, the Group undertook a final partial reorganisation of its head office and support functions resulting in
redundancy and related costs of £1.6m. This followed an initial reorganisation in 2H22 which incurred costs of £3.0m, and a
further partial reorganisation of its head office and support functions in the prior period resulting in redundancies and related
costs of £15.5m, with net cumulative costs to date of £20.1m.
The Group initiated the restructure of its product and engineering functions in 2H24 and recognised £3.4m in redundancy
and related costs.
These costs have been classified as adjusting on the basis that the aggregate costs are considered to be significant and resulted
from a strategic restructuring which is not part of the normal operating activities of the Group.
182 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

F. UK network capacity review
On 25 April 2023, the Group announced the plan to cease operations at its CFC in Hatfield as part of a wider review
of UK network capacity.
As a result, in the prior period the Group recorded impairment charges of £20.3m, of which £7.0m related to property, plant and
equipment, £13.2m to right-of-use assets and £0.1m to other intangible assets. Total costs recorded also included restructuring
costs of £6.8m and other related costs of closure of £5.1m which were provided for. During the period a further impairment
charge of £3.6m to right-of-use assets was recognised for a one year rent free period expected on sublease of the site.
Refer to Note 3.12 for further details.
These costs have been classified as adjusting on the basis that they are material and relate primarily to a site where no ongoing
trading activities will take place.
G. Zoom by Ocado network capacity and strategy review
During 2023, Ocado Retail undertook a strategy and capacity review for the Zoom network, which resulted in the Group recording
impairment charges totalling £27.4m, of which £12.5m relates to property, plant and equipment, £14.5m to right-of-use assets and
£0.2m to other intangible assets, and other costs of £0.2m.
In the current period the Group has recognised an additional impairment of £1.6m relating to property, plant and equipment and
other costs of £0.3m.
These costs have been classified as adjusting on the basis that they are material and part of a significant strategic review.
H. Ocado Group HR system transformation
Following a review of the Group’s Human Capital Management (“HCM”) and payroll systems in FY23 the Group has commenced a
plan to implement new HCM and payroll systems for its Logistics business and to optimise and enhance its existing payroll
solutions for the Technology Solutions business.
This programme is expected to complete in 1H25. The cumulative HR systems transformation costs expensed to date amount to
£10.5m and includes £8.5m in the period (FY23: £2.0m), which largely relate to spend on external consultants and contractors.
These amounts have been disclosed as adjusting items because the total costs associated with this programme are expected to
be in the region of £15.0m and arise from a strategic project that is not considered by the Group to be part of the normal
operating costs of the business.
I. Acquisition costs of 6 River Systems LLC
On 4 May 2023, the Group announced that it has reached an agreement with Shopify Inc. to acquire 6RS, a collaborative
autonomous mobile robot (“AMR”) fulfilment solutions provider to the logistics and non-grocery retail sectors, based in the USA.
The acquisition was completed on 30 June 2023 for consideration of US$12.7m (£10.0m).
A total of £2.2m acquisition-related costs were incurred and treated as adjusting as they are significant and resulted from a
strategic investment that is not part of the normal operating costs of the business. The costs were recognised within operating
costs in the Consolidated Income Statement during FY23.
J. Gain on disposal of assets held for sale
During the period the Group disposed of two spoke sites for net proceeds of £18.6m which resulted in a gain on disposal of
£12.4m. One of the sites was held for sale as at FY23 and had a carrying value of £4.9m. The gain on disposal has been treated
as an adjusting item because it is material and has arisen on a transaction that is considered to be outside the normal operations
of the business.
K. Gain on partial redemption of bonds
Following the issue of £700.0m bonds, Ocado completed a tender process which resulted in an early partial redemption of some
of its debt with a gain of £43.6m. Refer to Note 4.1 for further details.
Tax impacts on adjusting items
The change in fair value of contingent consideration is not subject to tax. The accounting gain on disposal of assets held for sale
is not subject to tax, however the disposal will give rise to a chargeable gain for corporation tax purposes, resulting in a tax charge
of £3.1m. The remaining continuing operations adjusting items are either taxable or tax deductible and give rise to a net tax
charge of £9.3m. The total tax charge on continuing operations of £12.4m will be reduced to £nil when current period losses are
considered. In the prior period, the adjusting items gave rise to a tax charge of £35.4m on continuing operations, of which £nil
was recognised.
183OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.6 Finance income and costs
Accounting policies
Finance income and costs
Interest income is accounted for on an accruals basis using the effective interest method. Finance costs comprise interest
expenses on borrowings, lease liabilities and provisions. The interest expense on borrowings is recognised using the effective
interest method. The interest expense on lease liabilities is recognised over the lease periods so as to produce constant periodic
rates of interest on the remaining balances of the liabilities.
Continuing operations
Notes
Interest income on cash balances
29.5
38.8
Interest income on loans receivable
0.9
1.0
Unwind of discount on AutoStore receivable
2.5, 3.9
11.4
6.1
Other finance income
–
0.1
Finance income
41.8
46.0
Interest expense on borrowings
(76.2)
(61.4)
Interest expense on lease liabilities
(16.7)
(17.0)
Interest expense on provisions
(0.8)
(0.7)
Other finance costs
(4.9)
(4.5)
Finance costs
(98.6)
(83.6)
Gain/(loss) on revaluation of financial instruments designated at FVTPL
10.1
(6.5)
Loss on foreign exchange
(0.1)
(13.3)
Gain on redemption of borrowings
2.5, 4.1
43.6
–
Other finance gains and losses
53.6
(19.8)
Net finance cost
(3.2)
(57.4)
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
2.7 Income tax
Accounting policies
The tax charge for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement,
except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax
is also recognised in other comprehensive income or directly in equity respectively.
Current tax
Current tax is the expected tax payable on the taxable income for the period, calculated using tax rates enacted or substantively
enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions where it is considered probable that there will
be a future outflow of funds to a tax authority. The provisions are based on management’s best judgement.
Deferred tax
Deferred tax is recognised using the balance sheet method on temporary differences arising between the tax base of assets and
liabilities and their carrying amount in the financial statements. Deferred tax is calculated at the tax rates that have been enacted
or substantively enacted by the reporting date and are expected to apply when the related deferred tax asset is realised or the
deferred tax liability is settled. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except
where the timing of reversal of the temporary differences is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which
the temporary differences can be utilised. The recognition of deferred tax assets is supported by management’s forecast of the
future profitability of the relevant countries. Judgement is used when assessing the extent to which deferred tax assets should be
recognised, and the final outcome of some of these judgements may give rise to material profit and loss and/or cash flow
variances. The carrying amount of deferred tax assets is reviewed at each reporting date.
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to offset current tax
assets against current tax liabilities and it is the intention to settle these on a net basis.
184 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Factors that may affect future tax charges
Factors that may affect future tax charges include the level and mix of profitability in different countries, changes in tax legislation
and tax rates and transfer pricing regulations.
Income tax – Consolidated Income Statement
The major components of income tax (credit)/charge are as follows:
Kingdom
Rest of world
Total
Kingdom
Rest of world
Total
Current year
4.0
2.1
6.1
3.2
1.5
4.7
Adjustment in respect of prior years
–
–
–
–
0.7
0.7
Total current tax
4.0
2.1
6.1
3.2
2.2
5.4
Origination and reversal of temporary differences
(3.1)
(4.1)
(7.2)
(4.6)
(18.1)
(22.7)
Effect of change in tax rate
–
(0.1)
(0.1)
–
–
–
Adjustments in respect of prior years
–
1.0
1.0
–
0.4
0.4
Total deferred tax
(3.1)
(3.2)
(6.3)
(4.6)
(17.7)
(22.3)
Total tax (credit)/charge
0.9
(1.1)
(0.2)
(1.4)
(15.5)
(16.9)
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the UK tax rate as follows:
Loss before tax
(339.8)
(279.7)
Effective tax credit at United Kingdom tax rate of 25.0% (FY23: 23.0%)
(84.9)
(64.3)
Differences in overseas tax rates
(0.7)
(3.2)
Losses arising in period on which no deferred tax is recognised
36.8
0.2
Temporary differences on which no deferred tax is recognised
29.1
26.8
Recognised tax losses from prior periods
–
–
Permanent differences
18.7
25.7
Impact of tax rate changes
(0.1)
(3.2)
Adjustments in respect of prior periods
0.9
1.1
Income tax credit
(0.2)
(16.9)
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
The adjustments in respect of prior periods arise from revising the prior period’s tax provision to reflect the tax returns
subsequently filed.
Income tax – Consolidated Balance Sheet
Deferred tax assets
4.7
0.9
Deferred tax liabilities
(0.6)
–
Net deferred tax assets
4.1
0.9
Presented in the Consolidated Balance Sheet, the Group reports a net current tax asset of £6.1m (FY23: £0.6m).
185OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.7 Income tax continued
The major deferred tax (liabilities)/assets recognised by the Group and movements thereon during the current and prior financial
years in relation to continuing operations are as follows:
Balance at 27 November 2022
43.8
(7.7)
(42.3)
2.1
(9.3)
(13.4)
Foreign exchange movements
(3.6)
2.6
0.8
–
0.1
(0.1)
Credited/(charged) to Consolidated Income Statement
44.2
(19.5)
(1.4)
(1.6)
0.6
22.3
Charged to Other Comprehensive Income
–
–
–
–
(4.6)
(4.6)
Credited to equity
–
–
–
0.1
–
0.1
Acquisition of subsidiaries
–
–
–
–
(3.4)
(3.4)
Balance at 3 December 2023
84.4
(24.6)
(42.9)
0.6
(16.6)
0.9
Foreign exchange movements
(0.4)
0.4
–
–
(0.1)
(0.1)
Credited/(charged) to Consolidated Income Statement
23.8
(10.8)
(8.3)
(0.4)
2.9
7.2
Charged to Other Comprehensive Income
–
–
–
–
(3.1)
(3.1)
Effect of change in rate of Corporation Tax
(0.4)
(0.4)
–
–
–
(0.8)
Balance at 1 December 2024
107.4
(35.4)
(51.2)
0.2
(16.9)
4.1
Other short-term timing differences include temporary differences in respect of provisions and fair value of investments.
Deferred tax has been recognised at 25%, as this is the rate of UK corporation tax with effect from 1 April 2023.
At the reporting date, the Group’s continuing operations had £1,441.0m of unutilised tax losses (FY23: £1,382.5m) available to
offset against future profits. Deferred tax assets of £107.4m (FY23: £84.4m) have been recognised in respect of £429.5m
(FY23: £337.7m) of such losses, the recovery of which is supported by the expected level of future profits of the Group. The
recognition of the deferred tax assets is based on forecast operating results calculated in approved business plans and a review
of tax planning opportunities.
In addition, the Group had £565.1m (FY23: £403.3m) of other gross deductible temporary differences for which no deferred tax
asset is recognised.
No deferred tax asset has been recognised in respect of the remaining losses on the basis that their future economic benefit is
uncertain given the unpredictability of future profit streams. With the exception of £25.7m which are due to expire in 2041 and
£15.2m which are due to expire in 2042, all tax losses, both recognised and unrecognised, can be carried forward indefinitely.
The Group’s reported total tax credit in the Income Statement for the period was £0.2m (FY23: £16.9m).
Management has concluded that there is sufficient evidence for the recognition of the deferred tax assets of £4.7m
(FY23: £0.9m).
Deferred tax assets of £0.1m (FY23: £0.3m) have been recognised in countries that reported a tax loss in either the current
or preceding year. The majority arises overseas (FY23: the majority arose overseas).
Changes in tax law or its interpretation
The Group is aware of the upcoming GloBE model rules in relation to BEPS Pillar Two. To date, Ocado Group Plc has limited
operations in low tax jurisdictions and will continue to monitor application of the rules and the potential impact on the Group.
An initial review of the rules indicates that we would not expect a significant impact to the Group tax charge.
The Group has applied the exception under IAS 12 to recognising & disclosing information about deferred tax in relation
to Pillar Two.
186 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

2.8 Loss per share
The basic loss per share is calculated by dividing the loss attributable to the owners of the Company by the weighted average
number of ordinary shares in issue during the period, excluding ordinary shares held pursuant to the Group’s Joint Share
Ownership Scheme (“JSOS”) and linked jointly owned equity (“JOE”) awards under the Ocado Group Value Creation Plan
(“Group VCP”), which are accounted for as treasury shares.
The diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion or vesting of all potentially dilutive shares. The Company has five classes of instruments that are potentially dilutive:
share options; share interests held pursuant to the Group’s JSOS; linked JOE awards under the Group VCP; shares under the
Group’s staff incentive plans; and convertible bonds.
There was no difference in the weighted average number of shares used for the calculation of the basic and diluted loss per share
since the effect of all potentially dilutive shares outstanding was anti-dilutive.
The total number of shares in issue at the period end, as used in the calculation of the basic weighted average number of ordinary
shares, were 820.1m (FY23: 816.5m).
The adjusted basic loss per share for continuing and discontinued operations has been calculated as follows:
Continuing operations1
(333.7)
(259.3)
Discontinuing operations (Note 2.9)2
(2.5)
(54.7)
Total
(336.2)
(314.0)
Basic and diluted weighted average number of shares (millions)
820.1
816.5
Continuing operations
(40.69)
(31.76)
Discontinuing operations
(0.31)
(6.68)
Total
(41.00)
(38.44)
1. Excludes losses attributable to non-controlling interests (Jones Food Company) of £6.0m (FY23: £3.5m).
2. Excludes losses attributable to non-controlling interests (Ocado Retail) of £32.2m (FY23: £69.5m).
Adjusted loss per share
Total Group
Ⓐ
Loss after tax attributable to owners of the Company (£m)
(336.2)
(314.0)
Exclude: Adjusting items attributable to owners of the Company (£m)
(12.7)
(54.0)
Adjusted loss after tax attributable to the owners of the Company (£m)
(348.9)
(368.0)
Basic and diluted weighted average number of shares (millions)
820.1
816.5
Adjusted loss per share (pence)
(42.54)
(45.07)
Reconciliation of Adjusted EPS to basic EPS
Total Group
Ⓐ
Adjusted loss per share (pence)
(42.54)
(45.07)
Add: Adjusting items attributable to owners of the Company
1.54
6.63
Basic and diluted loss per share (pence)
(41.00)
(38.44)
187OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

2.9 Discontinued operations
Accounting policies
The Group classifies non-current assets and assets and liabilities within disposal groups as held for sale if the assets are available
immediately for sale in their present condition, management is committed to a plan to sell the assets under usual terms, it is highly
probable that their carrying amounts will be recovered principally through a sale transaction rather than through continuing use
and the sale is expected to be completed within one year from the date of the initial classification.
Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of
financial position and are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and
equipment and intangible assets are not depreciated or amortised once classified as held for sale. Where operations constitute
a separately reportable segment and are classified as held for sale, the Group classifies such operations as discontinued.
Transactions between the Group’s continuing and discontinued operations are eliminated in full in the Consolidated Income
Statement. To the extent that the Group considers that the commercial relationships with discontinued operations will continue
post-disposal, transactions are reflected within continuing operations with an opposite charge or credit reflected within the
results of discontinued operations resulting in a net nil impact on the Group’s Profit for the financial year for the years presented.
Transfer of control of Ocado Retail
At present, the results of Ocado Retail are consolidated into the results of Ocado Group plc as Ocado Group plc is deemed
to be the controlling shareholder via certain determinative tie-breaking rights, after agreed dispute-resolution procedures,
in relation to the approval of Ocado Retail’s business plan and budget and the appointment and removal of Ocado Retail’s Chief
Executive Officer who is responsible for directing the relevant activities of the business.
The Group’s current intention is to give up its tie-breaking rights to M&S in early April 2025, and would have to give up its tie-
breaking rights in August 2025 under the terms of the shareholder agreement, in any event. As the transfer of the determinative
rights from the Group to M&S is highly probable within 12 months, management has concluded that Ocado Retail meets the
requirements of being reported as a disposal group held for sale and a discontinued operation.
There will be no change in economic interest of both shareholders in Ocado Retail Limited, or any consideration paid by M&S,
as a result of this proposed change. After giving up the tie-breaking rights the results of Ocado Retail Limited will cease to
be consolidated into the results of Ocado Group plc and will instead be equity accounted for as an investment from the date
control is lost.
Results and financial position of discontinued operations for the period:
Revenue
1,941.4
1,702.9
Operating costs
(1,962.0)
(1,813.8)
Operating loss
(20.6)
(110.9)
Finance costs
(14.1)
(12.6)
Loss before tax
(34.7)
(123.5)
Income tax charge
–
(0.7)
Loss for the period
(34.7)
(124.2)
Adjusting items charge of £15.5m in the current year comprises £11.9m IT and finance systems transformation cost and £3.6m
impairment in respect of the existing leases to the CFC in Hatfield following its closure. Adjusting items of £60.0m charge in the
prior period primarily relates to the Zoom and UK network capacity review. Refer to Note 2.5 for further details.
Net cash flows from operating activities
4.2
Net cash flows used in investing activities
(2.7)
Net cash flows used in financing activities
(38.5)
Net cash flows for the period
(37.0)
188
OCADO GROUP PLC Annual Report and Accounts 2024

Net assets of discontinued operations
80.1
Other intangible assets (Note 3.2)
12.9
Property, plant and equipment (Note 3.3)
156.7
Right-of-use assets (Note 3.4)
150.5
Inventories
87.6
Trade and other receivables
139.8
Cash and cash equivalents (Note 3.10)
39.0
Assets classified as held for sale
586.5
Trade and other payables
(212.9)
Borrowings
(98.1)
Provisions
(20.2)
Lease liabilities (Note 3.4)
(175.2)
Liabilities directly associated with assets classified as held for sale
(506.4)
Significant accounting policies in relation to the results and financial position of discontinued operations are set out below.
Revenue
Revenue from online grocery orders
Revenue from online grocery orders is recognised at a point in time when the customer obtains control of the goods.
For deliveries performed by the Group, this usually occurs when the goods are delivered to and have been accepted at the
customer’s home. For goods that are delivered by third-party couriers, revenue is recognised when the items have been
transferred to the third party for onward delivery to the customer. In both instances, there is a single performance obligation,
which is the delivery of goods, and the total transaction price is allocated to the performance obligation.
Revenue from online grocery orders is presented net of returns, relevant marketing vouchers, offers and value added taxes.
Relevant vouchers and offers include money-off coupons, conditional spend vouchers and offers such as buy three for the price
of two. At the end of each reporting period, management reviews and adjusts the transaction price for elements of variable
consideration such as expected refunds or expected voucher redemptions
Revenue from Ocado Smart Pass
Ocado Smart Pass, the Group’s discounted pre-pay membership scheme, is a separate contract with a customer and has a
separate single performance obligation, which is to provide delivery services for an agreed period of time. The Group applies
the practical expedient allowed under IFRS 15 “Revenue from Contracts with Customers” to apply the standard requirements
to a portfolio of contracts, rather than individual contracts, as it believes the characteristics of each sale are similar, and that
doing so does not materially affect the financial statements.
Revenue from Ocado Smart Pass is recognised over the duration of the membership on a time-elapsed, straight-line basis.
Operating costs – Commercial income
The Group has agreements with suppliers whereby (i) promotional allowances and (ii) volume-related rebates are received in
connection with the promotion or purchase of goods for resale from those suppliers. The allowances and rebates are included in
the operating costs. For the period, promotional allowances are £145.1m or 87.% (FY23: £124.9m or 85%) of commercial income,
with rebates of £21.1m or 13% (FY23: £22.6m or 15%).
(i) Promotional allowances
Operating costs includes monies received from suppliers in relation to the agreed funding of selected items that are sold by the
Group on promotion, and these are recognised once the promotional activity has taken place in the period to which it relates on an
accruals basis. The estimates required for this source of income are limited because the time periods of promotional activity, in most
cases, are less than one month and the invoicing for the activity occurs on a regular basis shortly after the promotions have ended.
(ii) Volume-related rebates
At the reporting date, the Group is required to estimate supplier income due from annual agreements for volume-related rebates
that cross the reporting date. Estimates are required since confirmation of some amounts due is often only received three to six
months after the reporting date. Where estimates are required, these are based on current performance, historical data for prior
periods and a review of significant supplier contracts.
Some of the media and other income which has been reassessed by management during the period relates to receipts
of a volume discount.
(iii) Uncollected commercial income
Where commercial income has been earned, but not invoiced at the reporting date, the amount is recorded in accrued income.
189OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Section 3 – Assets and liabilities
3.1 Goodwill
Accounting policies
Goodwill arises on the acquisition of a business when the fair value of the consideration exceeds the fair value attributed to the
net assets acquired (including contingent liabilities). Goodwill is not amortised but subject to annual impairment reviews. Goodwill
generated from an acquisition is allocated to and monitored at an operating segment level.
Following initial recognition, goodwill is stated at costs less any accumulated impairment losses. Goodwill is reviewed annually
for impairment and the recoverability of goodwill is assessed by comparing the carrying amount of the CGU with the expected
recoverable amount. Impairment is recognised where there is a difference between the carrying value of the CGU and the
estimated recoverable amount of the CGU to which that goodwill has been allocated. Impairment is recognised immediately
in the Income Statement and is not subsequently reversed.
Impairment loss is first allocated to the carrying value of the goodwill and then to the other assets within the CGU. Recoverable
amount is defined as the higher of fair value less costs of disposal and value in use at the date the impairment review is
undertaken. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
Carrying amount of goodwill as at 1 December 2024 is as follows:
At 27 November 2022
164.7
Additions
0.8
Effect of changes in foreign exchange rates
(6.9)
At 3 December 2023
158.6
Effect of changes in foreign exchange rates
(0.4)
At 1 December 2024
158.2
Goodwill – Impairment testing
Goodwill generated from an acquisition is allocated to an operating segment level as this represents the lowest level at which
goodwill is monitored by management. Management considers each segment to represent a group of CGUs. All goodwill is
currently allocated to a single segment, Technology Solutions.
The recoverable amounts of the group of CGUs is the higher of fair value less costs of disposal (“FVLCD”) and value in use.
Management concluded that FVLCD was more appropriate for determining the recoverable amount of the group of CGUs
because the Group’s cash flows are based on future growth from CFC and module orders, capital investments and technology
developments and the expansion of our Ocado Intelligent Automation business.
FVLCD has been estimated using present value techniques using a discounted cash flow method. The fair value method relies
on unobservable inputs where there is little market activity for the asset and are therefore categorised at level 3 in the fair value
hierarchy. However, those unobservable inputs are determined using market participants’ view.
The key assumptions used by management in estimating FVLCD were:
Discount rates – based on the Weighted Average Cost of Capital (“WACC”) of a typical market participant. The post-tax discount
rate used was 12.8% (FY23: 11.7%). The discount rate has increased reflecting market volatility in risk-free rate and equity risk
premium inputs.
Forecast cash flows – based on past experiences and adjusted for assumptions from the budget and 5-year plan, with
projections extending to 10 years. Cash flows beyond the 5-year plan have been extrapolated to maintain growth but at a rate
that trends towards the long-term terminal growth rate of 2%. Our growth assumptions for the OIA business are based on our
experience of partner acquisition to date, our assessment of the market opportunity to leverage our technology outside the
grocery sector, evaluation of our proposition compared to our competitors, and appropriate adjustments to reflect uncertainty.
The projections incorporate the Directors’ best estimates of future cash flows, taking into account future growth and price
increases, and the Directors believe the estimates are appropriate
Long-term growth rates – A long-term growth rate of 2.0% (FY23: 2.0%) was used for cash flows outside the plan projections.
The impairment assessment resulted in headroom in the group of CGUs that comprise the Technology Solutions segment and no
impairment has been recognised. The Group has carried out sensitivity analyses on the reasonably possible changes in key
assumptions for the CGUs that comprise the Technology Solutions segment for an increase in discount rate of 1ppt, a decrease in
long-term growth rate of 1ppt and a 50% reduction in future cash flows relating to our OIA business, none of which would erode
the headroom.
While there is no significant risk of an impairment over the next 12 months and assuming no change to assumptions for the
Solutions business, an increase in discount rate of 1.7ppt would erode headroom in the group of CGUs that comprise the
Technology Solutions segment.
190 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

3.2 Other intangible assets
Accounting policies
Other intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is
provided to write off the cost of other intangible assets less estimated residual value, on a straight-line basis over their estimated
useful lives, is charged to operating costs and is calculated based on the useful lives indicated below:
Internally generated intangible assets 3 – 15 years
Other intangible assets 3 – 15 years
Estimated useful lives are reviewed annually and represent management’s view of the expected period over which the Group will
receive benefits from the asset based on historical experience with similar assets as well as anticipation of future events that may
affect useful lives, such as changes in technology.
Cost capitalisation
The cost of an internally generated intangible asset is capitalised as an intangible asset where management determines that the
ability to develop the asset is technically feasible, will be completed, and that the asset will generate economic benefit that
outweighs its cost. Management determines whether the nature of the projects meets the recognition criteria to allow for the
capitalisation of internal costs, which include the total cost of any external products or services and labour costs directly
attributable to development. During the period, management has considered whether costs in relation to the time spent on
specific software projects can be capitalised. Time spent that was eligible for capitalisation included time, which was intrinsic
to the development of new assets, CFCs, and the enhancement and efficiency improvements of existing warehouse system
capabilities to accommodate expanding capacity and scalable opportunities. Time has also been spent on the ongoing
implementation and integration of the functionality of OSP used by the Group’s partners/customers.
Other development costs that do not meet the above criteria are recognised as expenses as incurred. Development costs
previously recognised as an expense are never capitalised in subsequent periods.
Research costs are recognised as expenses as incurred. These are costs that contribute to gaining new knowledge, which
management assesses as not satisfying the capitalisation criteria. Examples of research costs include the following: salaries
and benefits of employees assessing and analysing future technologies and their likely viability, and professional fees such as
marketing costs and the cost of third-party consultancy.
Internally generated intangible assets consist primarily of costs relating to intangible assets that provide economic benefit
independent of other assets, and intangible assets that are utilised in the operation of property, plant and equipment. These
intangible assets are required for certain tangible assets to operate as intended by management. Management assesses each
material addition of an internally generated intangible asset and considers whether it is integral to the successful operation of a
related item of hardware, can be used across a number of applications and, therefore, whether the asset should be recognised
as an intangible asset. If the asset could be used on other existing or future projects it will be recognised as an intangible asset.
For example, should an internally generated intangible asset, such as the software code to enhance the operation of existing
equipment in a CFC, be expected to form the foundation or a substantial element of future software development, it will be
recognised as an intangible asset.
Impairment of intangible assets
For intangible assets the Group performs impairment testing where indicators of impairment are identified. Impairment testing
is performed at the individual asset level. Where an asset does not generate cash flows that are separately identifiable from
other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs of disposal and value in use. When the recoverable amount is less
than the carrying amount, an impairment loss is recognised immediately in the Consolidated Income Statement.
When an impairment charge is subsequently reversed, the carrying amount of the asset or CGU is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would
have existed had no impairment charge been recognised for the asset in prior periods.
191OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.2 Other intangible assets continued
Carrying amount of other intangible assets as at 1 December 2024 is as follows:
At 27 November 2022
590.9
91.5
682.4
Additions
16.4
21.8
38.2
Internal development costs capitalised
166.4
1.4
167.8
On acquisition of subsidiaries
2.0
–
2.0
Effect of changes in foreign exchange rates
0.1
0.6
0.7
At 3 December 2023
775.8
115.3
891.1
Additions
14.5
12.1
26.6
Internal development costs capitalised
176.6
1.2
177.8
Transfer to disposal group classified as held for sale (Note 2.9)
(16.5)
(0.8)
(17.3)
Reclassification
(3.4)
–
(3.4)
Effect of changes in foreign exchange rates
0.9
(1.2)
(0.3)
At 1 December 2024
947.9
126.6
1,074.5
At 27 November 2022
(257.0)
(48.2)
(305.2)
Charge for the period
(109.9)
(15.1)
(125.0)
Impairment charge
(0.3)
(0.2)
(0.5)
Effects of changes in foreign exchange rates
0.1
0.8
0.9
At 3 December 2023
(367.1)
(62.7)
(429.8)
Charge for the period
(129.1)
(18.2)
(147.3)
Impairment charge
(0.7)
(5.2)
(5.9)
Transfer to disposal group classified as held for sale (Note 2.9)
3.5
0.9
4.4
Effect of changes in foreign exchange rates
0.1
0.5
0.6
At 1 December 2024
(493.3)
(84.7)
(578.0)
At 3 December 2023
408.7
52.6
461.3
At 1 December 2024
454.6
41.9
496.5
At the end of the period, included within intangible assets is capital work-in-progress for internally generated intangible assets
of £240.7m (FY23: £153.3m) and £5.8m (FY23: £6.5m) for other intangible assets.
192 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

3.3 Property, plant and equipment
Accounting policies
Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the
original purchase price of the asset, any costs attributable to bringing the asset to its working condition for its intended use,
and major spares.
Depreciation is provided to write off the cost of property, plant and equipment less estimated residual value, on a straight-line
basis over their estimated useful lives, is charged to operating costs and is calculated based on the useful lives indicated below:
Freehold land not depreciated
Freehold buildings up to 30 years
Fixtures and fittings 5 – 10 years
Plant and machinery 3 – 20 years
Motor vehicles 2 – 7 years
Residual values and estimated useful lives are reviewed annually and represent management’s view of the expected period over
which the Group will receive benefits from the asset based on historical experience with similar assets as well as anticipation of
future events that may affect useful lives, such as changes in technology.
Assets in the course of construction are held at cost, less any recognised impairment charge. Cost includes professional fees and
other directly attributable costs. Depreciation of these assets commences when the assets are ready for their intended use, on
the same basis as other assets.
Gains and losses on disposal are determined by comparing net proceeds with the asset’s carrying amount, and are recognised
within operating profit.
Impairment of property, plant and equipment
For property, plant and equipment the Group performs impairment testing where indicators of impairment are identified.
Impairment testing is performed at the individual asset level. Where an asset does not generate cash flows that are separately
identifiable from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs of disposal, and value in use. When the recoverable amount is
less than the carrying amount, an impairment loss is recognised immediately in the Consolidated Income Statement within
operating costs.
When an impairment charge is subsequently reversed, the carrying amount of the asset or CGU is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would
have existed had no impairment charge been recognised for the asset in prior periods.
193OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.3 Property, plant and equipment continued
At 27 November 2022
212.8
2,022.8
11.3
2,246.9
Additions
19.1
261.3
1.2
281.6
Internal development costs capitalised
–
32.7
–
32.7
Recognised on acquisition of subsidiaries
–
5.2
–
5.2
Reclassification
–
(12.5)
–
(12.5)
Disposals
(2.4)
(6.3)
–
(8.7)
Reclassified to assets held for sale
(5.7)
–
–
(5.7)
Effect of changes in foreign exchange rates
–
(53.1)
–
(53.1)
At 3 December 2023
223.8
2,250.1
12.5
2,486.4
Additions
3.2
160.5
0.3
164.0
Internal development costs capitalised
–
23.6
–
23.6
Reclassification
(1.9)
5.3
–
3.4
Disposals
(2.5)
(3.2)
–
(5.7)
Transfer to disposal group classified as held for sale (Note 2.9)
(122.1)
(86.9)
(2.5)
(211.5)
Effect of changes in foreign exchange rates
(0.1)
(19.4)
–
(19.5)
At 1 December 2024
100.4
2,330.0
10.3
2,440.7
At 27 November 2022
(15.3)
(445.6)
(8.2)
(469.1)
Charge for the period
(3.3)
(182.9)
(1.7)
(187.9)
Impairment charge
–
(41.2)
–
(41.2)
Disposals
0.8
–
–
0.8
Effects of changes in foreign exchange rates
–
5.9
–
5.9
At 3 December 2023
(17.8)
(663.8)
(9.9)
(691.5)
Charge for the period
(7.5)
(207.8)
(0.5)
(215.8)
Impairment charge
–
(38.4)
–
(38.4)
Disposals
0.7
1.1
–
1.8
Transfer to disposal group classified as held for sale (Note 2.9)
21.3
32.3
1.2
54.8
Effect of changes in foreign exchange rates
0.1
3.7
–
3.8
At 1 December 2024
(3.2)
(872.9)
(9.2)
(885.3)
At 3 December 2023
206.0
1,586.3
2.6
1,794.9
At 1 December 2024
97.2
1,457.1
1.1
1,555.4
At the end of the period, included within property, plant and equipment is capital work-in-progress for land and buildings
of £37.0m (FY23: £36.3m), fixtures, fittings, plant and machinery of £214.7m (FY23: £347.7m) and motor vehicles
of £0.9m (FY23: £1.4m).
The impairment charges during the prior period include amounts relating to the fixed assets held in the CFC in Hatfield
of £7.0m and certain Ocado Retail Zoom sites of £12.5m. Refer to Note 2.5 for further details.
194 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Impairment assessment – customer-level CGU
The Group has determined that assets directly associated with individual Technology Solutions contracts (i.e. partner by partner)
represent the lowest-level group of assets at which impairment can be assessed, i.e. the CGU. The Group has undertaken a
review for indicators of impairment for each Technology Solutions contract and, where indicators of impairment exist, a full asset
impairment review was carried out comparing carrying value to fair value less cost to dispose (“FVLCD”). FVLCD has been
estimated using present value techniques using a discounted cash flow method. The fair value method relies on unobservable
inputs where there is little market activity for the asset and are therefore categorised at Level-3 in the fair value hierarchy.
However, those unobservable inputs are determined using market participants’ view.
The key inputs and assumptions in arriving at the FVLCD are:
• a probability-weighted approach of possible scenarios using the expected future cash flows from the contract based on
management forecasts for a 10-year period, including an assessment of ramp-up of capacity, ongoing operating costs and
associated increase in fees and capital expenditure;
• discount rate that specifically takes into account the risk pertaining to the customer specific cash flows – 11.2% to 12.2%
(FY23: 10.7% to 11.5%); and
• long-term growth rate to reflect growth outside of the forecast period – 2.0% (FY23: 2.0%).
Based on the outcome of the assessment, an impairment of £9.8m (FY23: £15.2m) has been recognised for Groupe Casino CGU
(“Casino”), which prior to this impairment had a carrying value of £26.0m as at the end of FY24 (FY23: £43.0m). An increase in
discount rate of 1 percentage point (“ppt”) or a decrease in long-term growth rate of 1 ppt will result in a further impairment of
£0.6m and £0.1m, respectively.
Over recent years Casino has not invested in the marketing resources required to fulfil the full potential of their online grocery
retail business, which has led to a slow module ramp in their CFC and so impacted our estimate of the fair value of the contract
(the FVLCD). This has required the Group to record a partial impairment of the related assets as described above. Casino has
undertaken a corporate restructuring, and there is a new majority owner of Casino. We continue to work with Casino management
to determine how to best move forward together with their online grocery retail business.
For another CGU (a single partner contract with two live CFCs), whilst there are a number of factors that could impact the fair
value assessment going forward, the impairment assessment resulted in no impairment being recognised. A 1.4 ppt increase in
discount rate or a 3.7 ppt decrease in long-term growth rate would result in the headroom of £14.3m being fully eroded. The CGU
currently has a carrying value of £110.6m (FY23: £121.6m).
3.4 Right-of-use assets and Lease liabilities
Accounting policies
The Group leases properties, vehicles and other items of equipment. The leases have varying terms, escalation clauses and
renewal rights. At the commencement date of a lease, the Group recognises a right-of-use asset and a lease liability on the
Consolidated Balance Sheet. The Group has elected to account for short-term leases and leases of low-value items using
practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments relating to these leases
are recognised as expenses in the Consolidated Income Statement on a straight-line basis over the lease term.
Right-of-use assets
Right-of-use assets are measured at cost, less accumulated depreciation and impairment losses, and adjusted for any re-
measurement of lease liabilities. The cost of the right-of-use assets includes the initial measurement of the lease liabilities,
lease payments made at or before the commencement date, initial direct costs incurred and an estimate of costs to dismantle
and remove the assets at the ends of the leases, less any lease incentives received. The Group depreciates the right-of-use
assets on a straight-line basis from the lease commencement date over the shorter of the assets estimated useful life and the
lease term. The Group also assesses the right-of-use assets for impairment when such indicators exist.
195OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.4 Right-of-use assets and Lease liabilities continued
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of the lease
payments to be made over the lease term, discounted using the interest rate implicit in the lease (if that rate is readily available) or
the Group’s incremental borrowing rate. Subsequent to initial measurement, the liability is reduced for payments made, and
increased for interest charged. In addition, the carrying amount of lease liabilities is re-measured if there is a modification or a
change in the lease term.
An analysis of the Group’s right-of-use assets and lease liabilities is as follows:
At 27 November 2022
415.0
15.8
63.1
493.9
Additions
8.9
13.4
10.4
32.7
Recognised on acquisition of subsidiaries
0.3
–
–
0.3
Disposals
(0.1)
(0.1)
(0.3)
(0.5)
Impairment charge
(27.7)
–
–
(27.7)
Depreciation charge
(36.8)
(10.9)
(22.7)
(70.4)
Asset reclassification
0.5
(0.5)
–
–
Effect of changes in foreign exchange rates
(0.2)
–
–
(0.2)
At 3 December 2023
359.9
17.7
50.5
428.1
Additions
2.0
2.5
25.0
29.5
Disposals
–
–
(0.4)
(0.4)
Remeasurements
11.3
(0.5)
5.7
16.5
Impairment charge
(4.6)
–
–
(4.6)
Depreciation charge
(31.6)
(5.0)
(16.9)
(53.5)
Transfer to disposal group classified as held for sale (Note 2.9)
(102.1)
–
(48.4)
(150.5)
Effect of changes in foreign exchange rates
(0.3)
–
–
(0.3)
At 1 December 2024
234.6
14.7
15.5
264.8
During the period, the Group recognised impairment charges in respect of the existing leases held in the CFC in Hatfield
following its closure and certain Ocado Retail zoom sites on the basis of the strategic review of the Zoom network.
Refer to Note 2.5 further details.
At 27 November 2022
447.3
19.5
65.5
532.3
Additions
9.3
13.2
10.4
32.9
Recognised on acquisition of subsidiaries
0.3
–
–
0.3
Terminations
(0.1)
–
(0.6)
(0.7)
Interest
22.9
0.7
2.1
25.7
Payments
(52.6)
(14.1)
(25.8)
(92.5)
Effects of changes in foreign exchange rates
(0.2)
–
–
(0.2)
At 3 December 2023
426.9
19.3
51.6
497.8
Additions
1.8
2.6
25.0
29.4
Terminations
–
–
(0.7)
(0.7)
Remeasurements
11.2
(0.5)
5.7
16.4
Interest
21.5
1.1
2.4
25.0
Payments
(51.3)
(7.5)
(21.8)
(80.6)
Reclassified to liabilities of disposal group (Note 2.9)
(128.7)
–
(46.5)
(175.2)
Effects of changes in foreign exchange rates
(0.3)
(0.1)
–
(0.4)
At 1 December 2024
281.1
14.9
15.7
311.7
196 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Current
30.3
52.9
Non-current
281.4
444.9
311.7
497.8
External obligations under lease liabilities are £299.3m (FY23: £481.3m), excluding £12.4m (FY23: £16.5m) payable to MHE JVCo
Limited, a company incorporated in England and Wales in which the Group holds a 50% interest.
The existing lease arrangements entered into by the Group contain no restrictions concerning dividends, additional debt and
further leasing. Furthermore, no material leasing arrangements exist relating to contingent rent payable, renewal or purchase
options and escalation clauses.
The expenses relating to short-term leases and leases of low-value items not included in the measurement of the lease liability
are as follows:
Short-term leases
2.2
2.4
Leases of low-value items
0.2
0.4
2.4
2.8
1. Comparatives have been restated to reflect the presentation of the Retail segment and inter-segment eliminations as discontinued operations.
3.5 Investment in joint venture and associate
Accounting policies
The Group’s share of the results of joint ventures and associates is included in the Consolidated Income Statement, and is
accounted for using the equity method of accounting. Investments in joint ventures and associates are held on the Consolidated
Balance Sheet at cost, plus post-acquisition changes in the Group’s share of the net assets of the entity, less any impairment in
value. On transfer of assets to joint ventures and associates, the Group recognises only its share of any profits or losses, namely
that proportion sold outside the Group.
If the Group’s share of losses of a joint venture or associate equals or exceeds its investment in the joint venture or associate,
the Group does not recognise further losses, unless it has incurred obligations to do so or made payments on behalf of the joint
venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the Group’s interest
in the entity.
Investment in joint venture and associate
The Group’s principal joint ventures and associates are:
relationship
Year end
Business activity
MHE JVCo Limited
Joint venture
1 Dec
to the Group
50.0%
50.0%
The Group holds a 25% interest investment in Paneltex Limited that has not been treated as an associate since the Group does
not have significant influence over the company. Further detail is disclosed in Note 3.6.
In the prior year, the Group held a 26.3% investment in Karakuri Limited. Karakuri appointed administrators in June 2023 and the
£0.8m share of losses in the prior period resulted in the remaining investment of £0.8m being written down to £nil.
197OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.5 Investment in joint venture and associate continued
The carrying amounts of the investments at the beginning and end of the period can be reconciled as follows:
Investment at beginning of period
9.5
14.7
Allocation of initial acquisition price to warrants
–
–
Share of change in net assets through other comprehensive income
–
–
Share of total comprehensive income/(expense) attributable to Group
0.3
(0.1)
Dividend received
(2.8)
(5.1)
Investment at end of period
7.0
9.5
The tables below provide summarised financial information of the Group’s joint ventures and associates. The information
disclosed reconciles the amounts presented in the financial statements of the relevant joint ventures and associates with the
Group’s share of those amounts.
Non-current assets
11.3
12.6
Cash and cash equivalents
0.8
1.0
Other current assets
2.3
5.9
Other current liabilities
(0.6)
(0.4)
Net assets
13.8
19.1
Share of net assets attributable to Group and investment at end of period
7.0
9.5
Administrative expenses
–
2.0
Depreciation, amortisation and impairment charges
(0.3)
(2.7)
Interest income
0.9
0.5
Loss and total comprehensive expense for the period
0.6
(0.2)
Share of total comprehensive expense attributable to Group
0.3
(0.1)
Dividends received
2.8
5.1
The joint ventures and associates have no significant contingent liabilities to which the Group is exposed. The Group does not
have any commitments that have been made to the joint ventures or associates and not recognised at the reporting date.
There are no significant restrictions on the ability of joint ventures and associates to transfer funds to the owners, other than
those imposed by the Companies Act 2006 or equivalent local regulations.
198 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

3.6 Other financial assets
Accounting policies
Other financial assets comprise contingent consideration receivable, unlisted equity investments, loans receivable and
contributions towards dilapidations costs receivable.
Contingent consideration receivable is initially measured at the fair value at the date of disposal of the Group’s shareholdings
and is remeasured to fair value at each reporting date with the changes in fair value recognised in profit or loss.
Where unlisted equity investments represent strategic investments that the Group intends to hold indefinitely, they have been
designated as at fair value through other comprehensive income (“FVTOCI”). They are held at fair value with gains and losses
arising from changes in fair value recognised in other comprehensive income and accumulated in other reserves. The cumulative
gains or losses will not be reclassified to profit or loss on disposal of the investments; instead, they will be transferred directly to
retained earnings. Dividends on these investments are recognised as other income in the Income Statement. All other unlisted
equity investments are held at fair value through profit or loss (“FVTPL”).
Loans receivable held at FVTPL were initially recognised at the amount of cash lent. Accrued interest is added to the carrying
amount. They are held at fair value and revalued at each reporting date.
Loans receivable held at amortised cost were initially recognised at the fair value of the cash lent. Accrued interest is added to
the carrying amount. They are held at amortised cost, reduced by the provision for expected credit losses. For the purposes
of impairment assessment, loans receivable held at amortised cost are considered low credit risk and therefore, the Group
measures the provision for expected credit losses at an amount equal to 12-month credit losses. The provision for expected
credit losses in the current year is immaterial.
Contingent consideration receivable
–
29.4
Unlisted equity investments held at FVTOCI
100.1
82.7
Loans receivable held at FVTPL
–
0.5
Loan receivable held at amortised cost
12.9
14.4
Contributions towards dilapidations costs receivable
0.7
0.7
Other financial assets
113.7
127.7
Current
12.9
43.7
Non-current
100.8
84.0
113.7
127.7
Contingent consideration receivable
Total contingent consideration receivable at the Balance Sheet date is £nil (FY23: £29.4m), and comprises £nil (FY23: £28.0m)
due from Marks and Spencer Holdings Limited (“M&S”) relating to the part-disposal of Ocado Retail Limited (“Ocado Retail”)
in August 2019; and £nil (FY23: £1.4m) due from Next Holdings Limited (“Next”) relating to the disposal of Marie Claire Beauty
Limited (“Fabled”) in July 2019. Refer to Note 1.4 for details on the estimation uncertainty in relation to the fair value
measurement of contingent consideration receivable and Note 4.4 for changes in the fair value during the period.
Contingent consideration due from M&S
Background
Under the terms of the disposal of 50% of Ocado Retail to M&S that took place during 2019, a final payment may become due
from M&S to Ocado Group of £156.3m plus interest, dependent on certain contractually defined Ocado Retail performance
measures (the “Target”) being achieved for the FY23 financial year (the “Contingent Consideration”).
The contractual outcome is binary, meaning if the Target is achieved, it will trigger the payment in full of the £156.3m plus interest
accrued to the date of payment. Conversely, should the Target not be achieved, no consideration would be payable by M&S.
There is no formal arrangement for a payment between zero and £156.3m plus interest.
The contractual arrangement with M&S expressly provides for the Target to be adjusted for certain decisions or actions taken by
Ocado Retail management that differ from the assumptions used in the discounted cash flow model which underpinned the 2019
sale transaction.
While the Target for FY23 was not reached, we continue to believe that there were a number of significant decisions and actions
taken by Ocado Retail management that require adjustment to the Target under the terms of the contractual agreement with
M&S. The adoption of these adjustments, if established, would result in Ocado Retail achieving the Target (as adjusted) and the
full payment of £156.3m plus interest.
199OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.6 Other financial assets continued
Accounting treatment
While the contractual outcome is a binary one, the Group is required to apply the principles of IFRS 9 Financial Instruments and
IFRS 13 Fair Value Measurement in determining the fair value of the Contingent Consideration financial instrument recorded in the
Group’s financial statements at each reporting date. IFRS 13 requires that the characteristics of the contract be valued from the
perspective of a ‘market participant’ who would not consider any broader facts, circumstances and commercial arrangements
pertaining to the relationship with M&S at the measurement date.
The Group & M&S remain engaged in constructive discussions on a number of broad commercial issues, including discussions on
the Contingent Consideration contractual adjustments.
In respect of the contractual asset, management undertook a valuation exercise which resulted in a range of values based on
multiple different outcomes. Having considered the current facts and circumstances, and the inherent uncertainty around any of
the potential outcomes, management has applied the maximum conservatism in its valuation and concluded to record a valuation
of £nil at the balance sheet date (FY23: £28.0m).
Notwithstanding this valuation, management is committed to maximising the amount due, and believes we have a strong
negotiating position in achieving some form of satisfactory settlement including both the Contingent Consideration and those
other commercial issues.
Should a resolution of the Contingent Consideration not be reached as part of a settlement encompassing other matters,
management would continue to look to use all contractual or legal means, available to us in order to maximise the Contingent
Consideration due to the Group.
Contingent consideration due from Next
The consideration due from Next under the earn out arrangement, based on a percentage of the sales of Fabled for the period
to July 2024 has been received in full. During the period, cash received totalled £1.6m (FY23: £1.5m).
Unlisted equity investments held at FVTOCI
% of share capital held
Carrying amount
Company
Principal activity
Country of incorporation
Agriculture Inc.
Vertical farming
of America
2.1%
2.0%
11.3
11.8
Inkbit Corporation
3D printing
of America
4.5%
5.0%
2.5
0.1
technology
England and Wales
12.2%
12.2%
37.4
56.4
refrigerated vehicles
England and Wales
25.0%
25.0%
3.7
2.5
Systems Corporation
Artificial intelligence
Canada
1.5%
1.5%
3.5
1.8
technology
England and Wales
2.9%
2.5%
41.7
10.1
Unlisted equity investments held at FVTOCI
100.1
82.7
During the period, the Group exercised warrants in Wayve Technologies Limited (“Wayve”) to acquire 168,038 B-1 shares for
£10.0m. The fair value of the warrants prior to the transaction was £10.0m, which together with the exercise cost of £10.0m
resulted in a £20.0m increase in the Group’s equity investment in Wayve. Following the exercise of warrants the Group now holds
a 2.9% equity interest in Wayve.
During the period, Inkbit Corporation (“Inkbit”) completed a qualifying fundraising that resulted in the conversion of the Group’s
convertible loan note into equity. Following the fundraise and conversion of the loan note the Group holds a 4.5% equity interest
in Inkbit.
The investment in Paneltex Limited (“Paneltex”) has not been treated as an associate since the Group does not have significant
influence over the company. In arriving at this decision, the Board has reviewed the conditions set out in IAS 28 “Investments
in Associates and Joint Ventures” and concluded that, despite the size of the Group’s holding, it is unable to participate in the
financial and operating policy decisions of Paneltex due to the position of the majority shareholder as Executive Managing
Director. The relationship between the Group and the company is at arm’s length.
200 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Loans receivable held at FVTPL
Borrower
Principal amount
Coupon rate
Repayment due
Inkbit Corporation
US$0.6m
6%
November 2024
–
0.5
Loans receivable held at FVTPL
–
0.5
Loan receivable held at amortised cost
The loan receivable held at amortised cost is a US$15.0m loan to Infinite Acres Holding B.V. In October 2021, following the Group’s
divestment in Infinite Acres, 80 Acres Urban Agriculture, Inc. (“80 Acres”) became a guarantor to the loan. Interest is chargeable
on the US$15.0m principal at 5% per annum to December 2021, and 7% to September 2024. The original loan was due to mature
in September 2024 but the Group has agreed to a repayment plan of US$1.0m per month with interest being charged on
outstanding principal amounts at 12.5% per annum.
Contributions towards dilapidations costs receivable
Contributions towards dilapidation costs are due from the former tenant of two properties whose leases the Group took over
in 2017, and will be paid when the dilapidations costs are incurred on expiry of the leases.
3.7 Asset held for sale
Accounting policies
Assets and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs
to sell.
Assets and disposal groups are classified as held for sale if their carrying amount will be recovered through sale rather than
through continuing use. This condition is regarded as met only when the sale is highly probable, and the asset or disposal group
is available for immediate sale in its present condition. Management must be committed to the sale which should be expected
to qualify for recognition as a completed sale within one year from the date of classification.
Where there are events or circumstances that extend the period to complete the sale beyond one year, and those events or
circumstances are beyond the Group’s control, the Group will continue to classify an asset or disposal group as held for sale
where there is sufficient evidence that the Group remains committed to its plan to sell the asset or disposal group.
Asset held for sale
The asset held for sale at the end of FY23 (£4.9m) was a property, Dagenham Spoke site, in the United Kingdom, previously used
in the Group’s distribution network, which the Group was in the process of selling at the period end. During the current period, the
asset was sold for net proceeds of £15.9m, resulting in a gain on disposal of £11.0m.
Refer to Note 2.9 for details on discontinued operations.
3.8 Inventories
Accounting policies
Inventories comprise goods held for resale and consumables (including fuel). Inventories are valued at the lower of cost (using the
first-in-first-out basis) and net realisable value. Costs include all direct expenditure and other appropriate attributable costs
incurred in bringing inventories to their present location and condition. Net realisable value represents the estimated selling price,
less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. It also takes into account
slow-moving, obsolete and defective inventory.
Goods for resale
9.0
84.1
Consumables
30.8
43.0
Inventories
39.8
127.1
The provision for slow-moving, obsolete and defective stock as at 1 December 2024 is £0.7m (FY23: £5.7m relating to
discontinued operations). The £5.0m decrease (FY23: £0.4m decrease) compared to the prior period is due to £4.3m classified
under discontinued operations and £0.7m recognised in the Consolidated Income Statement relating to continuing operations.
201OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.9 Trade and other receivables
Accounting policies
Trade receivables are not interest bearing and are due on commercial terms. Trade receivables are recognised initially at
their transaction price and subsequently measured at amortised cost using the effective interest method, less expected
credit loss (“ECL”).
Other receivables are also not interest bearing and are recognised initially at their fair value, which generally coincides with their
transaction price, and subsequently at amortised cost, reduced by appropriate ECL.
Certain trade receivables and trade payables are subject to counterparty offsetting or enforceable master netting arrangements.
Each agreement with a counterparty allows for net settlement of the relevant financial assets and liabilities when both the Group
and the counterparty elect to settle on a net basis. The master netting agreements regulate settlement amounts in the event a
party defaults on their obligations.
Provision for expected credit loss (“ECL”)
The Group applies the simplified approach to measuring ECL, segmenting its trade receivables based on shared characteristics
and recognising a loss allowance for the lifetime ECL for each segment of trade receivables.
The expected loss rates are based on the Group’s historical credit losses, adjusted for reasonable and supportable information
that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
Trade receivables, net of ECL allowance
58.9
126.8
Other receivables
65.6
188.9
Prepayments
53.3
55.8
Accrued income
8.6
54.8
Trade and other receivables
186.4
426.3
Current
186.4
375.4
Non-current
–
50.9
186.4
426.3
As at 1 December 2024, the Group had an ECL allowance of £nil (FY23: £12.5m) against an outstanding trade receivable balance
of £58.9m (FY23: £139.3m). The movement in ECL allowance included the utilisation of £9.3m and release of £1.7m following the
successful conclusion of contractual disputes regarding specific terms that were under negotiation at the end of the prior period
(FY23: £1.0m additional provision). See Note 4.5 for further details on ECL allowance.
Movements in the provision for ECL of trade receivables are as follows:
Balance at beginning of period
(12.5)
(15.5)
Provision for ECL of receivables
(2.1)
(1.8)
Uncollectible amounts written off
10.5
3.2
Recovery of amounts previously provided for
2.4
1.3
Effect of changes in foreign exchange rates
–
0.3
Transfer to disposal group classified as held for sale
1.7
–
Balance at end of period
–
(12.5)
Included in trade receivables and accrued income are £47.9m and £6.4m respectively (FY23: £62.7m and £4.4m) relating
to contract balances outstanding for Solutions contracts. See Note 2.1 for more detail.
Included in trade receivables is £nil (FY23: £59.1m) due from suppliers in relation to commercial and media income. Prior period
balances represent discontinued operations and as a result, these amounts are £nil for the current year
Included in accrued income is £nil (FY23: £21.5m) to be invoiced to suppliers in relation to supplier-funded promotional activity,
and £nil (FY23: £10.9m) to be invoiced to suppliers in relation to volume-related rebates. Prior period balances represent
discontinued operations and as a result, these amounts are £nil for the current year.
202 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Included in other receivables is £56.3m (FY23: £144.8m) due from the AutoStore settlement, of which £56.3m (FY23: £94.2m) is
current and £nil (FY23: £50.6m) is non-current. The receivable was initially recognised at fair value of £180.4m using the income
approach and is subsequently measured at amortised cost. The balance will be reduced by monthly instalments received and
increased by the unwinding of the discounting as the receivable moves towards maturity. See Note 2.5 for further details on the
settlement agreement. The other receivables also include VAT receivable of £nil (FY23: £21.3m).
The expected credit losses relating to accrued income and other receivables were immaterial as at 1 December 2024
(FY23: immaterial). Refer to Note 4.5 for the related discussion.
Refer to Note 5.4 for details on related party balances within trade and other receivables.
3.10 Cash and cash equivalents
Accounting policies
Cash and cash equivalents comprise cash at bank and in hand, money-market funds, and short-term deposits with banks with a
maturity of three months or less at the date of acquisition. Cash at bank and in hand includes customers’ credit card payments
received within five working days of the reporting date where notification of a chargeback or reserve fund has not been received
from the payment service provider at the reporting date. Cash and cash equivalents are classified as current assets on the
Consolidated Balance Sheet. The carrying amount of these assets approximates to their fair value.
Cash at bank and in hand
158.6
265.8
Money-market funds
504.9
619.0
Short-term deposits
69.0
–
Cash and cash equivalents as presented in the consolidated balance sheet
732.5
884.8
Cash and cash equivalents of discontinued operations (Note 2.9)
39.0
–
Cash and cash equivalents as presented in the consolidated statement of cash flows
771.5
884.8
Included in cash at bank and in hand in the prior year are customers’ credit card payments of £19.9m which are received within
five working days of the reporting date. These amounts relate entirely to discontinued operations.
Of the Group’s cash and cash equivalents, £1.0m (FY23: £1.1m) is held by the Group’s captive insurance company to maintain
its solvency requirements. A further £1.0m (FY23: £1.0m) is held by the Trustee of the Group’s Employee Benefit Trust relating
to the Sharesave Scheme for employees in Poland. These funds are restricted and are not available to circulate within the
Group on demand.
3.11 Trade and other payables
Accounting policies
Trade and other payables are initially recognised at their transaction price, which is deemed to equal to their fair value, and
subsequently at amortised cost, using the effective interest method.
Trade payables
58.4
181.0
Taxation and social security
52.7
60.2
Accruals and other payables
119.1
213.3
Deferred income
17.5
15.0
Trade and other payables
247.7
469.5
Current
246.6
468.4
Non-current
1.1
1.1
247.7
469.5
1. In the prior period, amounts of £9.6m were included in contract liabilities. These amounts have been reclassified to deferred income in the current year.
Accruals and other payables includes £45.9m of employment cost accruals (FY23: £46.6m), £nil of goods received not invoiced
(FY23: £58.0m) and £10.7m of capital project accruals (FY23: £18.3m).
In the prior period, deferred income included the value of delivery income received under the Ocado Smart Pass scheme, lease
incentives and media income from suppliers, which all relate to future periods.
The amount of pension payable in respect of defined contributions schemes at the end of the period is £4.2m (FY23: £4.8m).
3.12 Provisions
Accounting policies
Provisions are recognised on the Consolidated Balance Sheet when the Group has a present legal or constructive obligation as
a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can
be estimated reliably .
203OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

The amount recognised as provisions are management’s best estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation and historical
experience. Provisions are determined by discounting the expected future cash flows by a rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised
as a finance cost in the Consolidated Income Statement.
Onerous contracts
Provisions for onerous contracts are recognised when the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net
cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from
failure to fulfil it.
Dilapidations
Provisions for dilapidations are made for properties and vehicles where there are obligations to return the assets to the condition
and state they were in when the Group obtained the right to use them. Amounts are recognised on an asset-by-asset basis, and
are based on the present value of future expected costs required to restore the Group’s leased buildings and vehicles to their fair
condition at the end of their lease terms.
Employee incentive schemes
Provisions for employee incentive schemes relate to employer social security contributions on taxable equity-settled schemes
and cash-settled employee long-term incentive schemes. For all taxable schemes, the Group is liable to pay employer social
security contributions upon exercise of the share awards.
Taxable schemes are the unapproved Executive Share Option Scheme (“ESOS”), the Ocado Group Value Creation Plan (“Group
VCP”), the Long-Term Operating Plan, the Annual Incentive Plan (“AIP”) and the Restricted Share Plan (“RSP”) and the
Performance Share Plan (“PSP”). For more details on these schemes, refer to Note 4.7.
Restructuring
A restructuring provision is recognised when the Group has developed a detailed formal plan and has raised a valid expectation in
those affected that it will carry out the restructuring. The measurement of a restructuring provision includes only the direct
expenditures arising from the restructuring.
Balance at 27 November 2022
–
24.3
1.5
–
0.6
26.4
Additional provision
6.6
–
3.6
18.0
0.3
28.5
Unwinding of discounting
–
1.2
–
–
–
1.2
Unused amounts reversed
–
–
–
(6.1)
–
(6.1)
Remeasurement of right-of-use assets
–
(0.2)
–
–
–
(0.2)
Used during the period
–
–
(1.0)
(8.0)
–
(9.0)
Balance at 3 December 2023
6.6
25.3
4.1
3.9
0.9
40.8
Additional provision
3.4
0.2
3.6
0.4
0.5
8.1
Unwinding of discounting
–
1.3
–
–
–
1.3
Unused amounts reversed
(3.5)
–
(0.6)
–
–
(4.1)
Remeasurement of right-of-use assets
–
0.1
–
–
–
0.1
Used during the period
(2.3)
(0.1)
(1.3)
(1.6)
–
(5.3)
Transfer to disposal group classified as held
for sale (Note 2.9)
–
(11.0)
(3.7)
(2.7)
–
(17.4)
Balance at 1 December 2024
4.2
15.8
2.1
–
1.4
23.5
204 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Current
4.2
1.2
0.9
–
1.3
7.6
Non-current
–
14.6
1.2
–
0.1
15.9
4.2
15.8
2.1
–
1.4
23.5
Current
6.6
0.9
1.1
3.9
0.7
13.2
Non-current
–
24.4
3.0
–
0.2
27.6
6.6
25.3
4.1
3.9
0.9
40.8
Onerous contracts
In the prior period, a provision of £6.6m was recognised in relation to unavoidable costs expected to be incurred in exiting
manufacturing contracts as a result of changes to design and production. In the current period, an additional provision of £3.4m
has been recognised and £2.3m has been utilised. Remaining amounts are expected to be utilised in the next 12 months.
Dilapidations
During the period, dilapidation provisions increased as a result of the unwinding of discount of £1.3m (FY23: £1.2m). In the current
period, £0.1m has been utilised.
Property leases expire between 2025 and 2092 with contractual amounts due to be incurred at the end of the lease term.
Leases for vehicles run for an average of five years, with the contractual obligation per vehicle payable at the end of the lease
term. If a non-contractual option to extend individual leases is exercised by the Group, the contractual obligation remains the
same but is deferred by six months.
Restructuring
In the prior period, following the Group’s announcement of its plan to cease operations at its CFC in Hatfield as part of a wider
review of UK network capacity, a provision of £18.0m was recognised for redundancies and other related costs of closure. During
the prior period, £8.0m was utilised primarily relating to redundancy costs, and £6.1m was released upon reassessment of the
remaining costs provided for. In the current period, £1.6m of the remaining provision has been utilised.
Employee incentive schemes
During the period, an additional provision of £3.6m (FY23: £3.6m) has been recognised in relation to estimated employer social
security contributions on taxable equity-settled schemes (£1.1m) and cash-settled employee incentive schemes (£2.5m). In
addition, £1.3m (FY23: £1.0m) has been utilised in the period primarily as a result of exercises of taxable equity-settled share
awards. The provision will be utilised once the share awards under each of the schemes have vested and been allotted to
participants on exercise. Vesting will occur between 2025 and 2029, and allotment will take place between 2025 and 2034. Refer
to Note 4.7 for further details.
Other provisions
Other provisions include amounts related to potential motor insurance claims and potential public liability claims where accidents
have occurred but a claim has yet to be made.
205OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

3.13 Contingent liabilities
Accounting policies
Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote but is
not considered probable or cannot be measured reliably.
Claims and litigation
The Group has contingent liabilities in respect of other legal claims arising in the ordinary course of business, all of which the
Group expects will either be covered by its insurance or will not have a material effect on the Group’s Financial Statements.
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:
• Ocado Ventures Holdings Limited (09887250)
• Ocado Ventures (80 Acres) Limited (12075378)
• Ocado Ventures (Myrmex) Limited (12774138)
• Ocado Ventures (Inkbit) Limited (12103334)
• Ocado Ventures (Oxbotica) Limited (12796767)
• Ocado Ventures (JFC) Limited (12035120)
• Ocado Ventures (Wayve) Limited (13536254)
• Ocado Ventures (Karakuri) Limited (11512054)
• Ocado Finco 1 Limited (12996937)
• Ocado Finco 2 Limited (13007767)
• Ocado Intelligent Automation Limited (14744957)
• 6 River Systems Ltd. (12070197)
Ocado Group plc will guarantee all outstanding liabilities that these subsidiaries are subject to as at the financial period ended
1 December 2024 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, Ocado Group plc will
guarantee any contingent and prospective liability that these subsidiaries are subject to.
Section 4 – Capital structure and financial instruments
4.1 Borrowings
Accounting policies
Borrowings and bank overdrafts are initially recorded at fair value, net of transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost, with any difference between cost and redemption value being
recognised in the Consolidated Income Statement over the period to redemption using the effective interest method, or
capitalised as part of the cost of qualifying assets.
Convertible bonds are compound financial instruments, and so their liability and equity components are presented separately in
accordance with IAS 32 “Financial Instruments: Presentation”. At the date of issue, the liability component is valued by reference
to a similar liability that does not have an associated equity component, and is recognised as borrowings. The difference between
the proceeds received and the liability component is recognised in the convertible bonds reserve, directly in reserves. The liability
and equity components are recorded net of transaction costs. The liability component is then held at amortised cost, with any
difference between initial fair value and redemption value being recognised in the Consolidated Income Statement over the
period to redemption using the effective interest method. The carrying amount of the equity component does not change until the
liability component is redeemed through repayment or conversion into ordinary shares.
Senior unsecured convertible bonds
703.1
868.0
Senior unsecured notes
678.8
498.2
Other borrowings
4.8
95.9
Borrowings
1,386.7
1,462.1
Current
0.2
2.6
Non-current
1,386.5
1,459.5
1,386.7
1,462.1
206 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Senior unsecured convertible bonds and senior unsecured notes
Facility
Inception
Coupon rate
Maturity
£600m senior unsecured convertible bonds
December 2019
0.875%
December 2025
167.2
560.2
£350m senior unsecured convertible bonds
June 2020
0.750%
January 2027
320.8
307.8
£500m senior unsecured notes
October 2021
3.875%
October 2026
223.6
498.2
£250m senior unsecured convertible bonds
August 2024
6.250%
August 2029
215.1
–
£450m senior unsecured notes
August 2024
10.500%
August 2029
455.2
–
The £600.0m of senior unsecured convertible bonds (the “2025 Bonds”) were issued in December 2019, raising £592.1m, net of
transaction fees. At the date of issue, the liability component was valued at £485.0m, with the remaining £107.1m recognised in
the convertible bonds reserve. The bonds are convertible into ordinary shares of the Company at a conversion price of £17.93.
The bonds are convertible at the option of the bondholders on any day up until 10 calendar days prior to maturity.
The £350.0m of senior unsecured convertible bonds (the “2027 Bonds”) were issued in June 2020, raising £343.4m, net of
transaction fees. At the date of issue, the liability component was valued at £266.0m, with the remaining £77.4m recognised in
the convertible bonds reserve. The bonds are convertible into ordinary shares of the Company at a conversion price of £26.46.
The bonds are convertible at the option of the bondholders on any day up until 10 calendar days prior to maturity.
The £500.0m of senior unsecured notes were issued in October 2021, raising £491.6m, net of transaction fees.
Refinancing
In August 2024, the Group raised gross proceeds of £700.0m through the issue of £250.0m senior unsecured convertible bonds
and £450.0m senior unsecured notes, which mature in 2029. Part of the proceeds were used to fund the early redemption
of existing debt facilities.
The £250.0m convertible bonds (the “2029 CB”) raised £245.7m, net of transaction costs of £4.3m. The bonds are convertible
into ordinary shares of the Company at a conversion price of £6.105. The bonds are convertible at the option of the bondholders
on any day up until 10 calendar days prior to maturity. At the issuance date, the Group recognised both a financial liability and
equity component at £211.7m and £38.3m respectively.
The £450.0m senior unsecured notes (the “2029 SUNs”) raised £439.8m, net of transaction costs of £10.2m.
Early partial redemption of convertible bonds and senior unsecured notes
Following the issue of the new £700.0m bonds, Ocado completed a tender process which resulted in an early partial redemption
of some of its debt at a 7% discount to par (i.e. at 93% of par), as set out in the table below:
Convertible bonds (maturing 2025)
600.0
427.2
172.8
397.3
Senior unsecured notes (maturing 2026)
500.0
276.3
223.7
257.0
Total
1,100.0
703.5
396.5
654.3
The redemption of the notes meets the requirements of derecognition of the related financial liabilities. A gain on redemption of
£43.6m has been recorded within the Consolidated Income Statement and a reduction of £17.7m has been recorded within the
convertible bond reserve in the Consolidated Statement of Changes in Equity. Transaction costs incurred on the redemption
amounted to £1.2m.
Revolving credit facility
In June 2022, the Group entered into a three-year multi-currency Revolving Credit Facility (“RCF’’) of £300m with a syndicate of
international banks. During the current period, the Group extended the maturity of the RCF to August 2027 (subject to addressing
upcoming bond maturities). If the £500m October 2026 and £350m January 2027 maturities are not appropriately refinanced, the
RCF maturity reduces to July 2026. As at 1 December 2024, the facility remains undrawn, consistent with its status in the prior
year. Interest is payable on amounts drawn at a margin of 2.25% over the applicable reference rate (dependent on the currency of
the amounts drawn). The Group is subject to a springing covenant under this facility which is required to be met when drawing
down and subsequent quarters if a loan is outstanding.
Transaction costs of £3.2m relating to the extension of the RCF were capitalised in the period and are being amortised in the
Consolidated Income Statement on a straight-line basis over the term of the RCF.
207OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.1 Borrowings continued
Other borrowings
Other borrowings include a shareholder loan of £nil (FY23: £90.0m) provided to Ocado Retail from the non-controlling interest.
The loan has a termination date of August 2039 and incurs interest at SONIA + 4% per annum.
In the current year, Ocado Retail has been classified as a discontinued operation. As a result, the shareholder loan, previously
included in the Group’s borrowings, is now excluded from the borrowings of continuing operations and is instead reported under
liabilities of discontinued operations (refer to Note 2.9).
Senior unsecured convertible bonds
–
167.2
535.9
–
703.1
Senior unsecured notes
–
–
678.8
–
678.8
Revolving credit facility
–
–
–
–
–
Other borrowings
0.2
1.1
0.2
3.3
4.8
Borrowings
0.2
168.3
1,214.9
3.3
1,386.7
Senior unsecured convertible bonds
–
–
868.0
–
868.0
Senior unsecured notes
–
–
498.2
–
498.2
Revolving credit facility
–
–
–
–
–
Other borrowings
2.6
0.4
0.3
92.6
95.9
Borrowings
2.6
0.4
1,366.5
92.6
1,462.1
The Group reviews its financing arrangements regularly. The senior unsecured notes and senior unsecured convertible bonds
contain typical restrictions concerning dividend payments and additional debt and leases.
4.2 Movements in net debt
Ⓐ
Cash movements
Non-cash movements
Cash and cash equivalents
3.10
884.8
(139.6)
30.5
–
–
–
(4.2)
771.5
Liabilities from
financing activities:
Borrowings
4.1
(1,462.1)
(26.8)
–
30.9
(84.9)
–
58.1
(1,484.8)
Lease liabilities
3.4
(497.8)
55.7
–
25.0
(25.0)
(45.0)
0.2
(486.9)
Gross debt
Ⓐ
(1,959.9)
28.9
–
55.9
(109.9)
(45.0)
58.3
(1,971.7)
Net debt
Ⓐ
(1,075.1)
(110.7)
30.5
55.9
(109.9)
(45.0)
54.1
(1,200.2)
Net debt
Ⓐ
includes cash and cash equivalents of £39.0m, Borrowings of £98.1m and Lease Liabilities of £175.2m relating to the
disposal group. Net debt
Ⓐ
excluding the disposal group is £965.9m. Balances and movements in respect of the Total Group are
presented to allow reconciliation to the Group cash flow statement.
Other non-cash movements include foreign exchange on cash and cash equivalents and lease liabilities of £(4.2)m
(FY23: £(15.2m) and £0.2m (FY23: £0.2m) respectively, and for borrowings include the gain on early redemption of bonds of
£43.6m and amounts recognised in equity in relation to the early redemption and new issuance of convertible bonds of £(17.7)m
and £37.6m respectively.
208 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Cash movements
Non-cash movements
Cash and cash equivalents
3.10
1,328.0
(469.7)
41.7
–
–
–
(15.2)
884.8
Liabilities from
financing activities:
Borrowings
4.1
(1,372.8)
(54.1)
–
30.6
(65.8)
–
–
(1,462.1)
Lease liabilities
3.4
(532.3)
66.8
–
25.7
(25.7)
(32.5)
0.2
(497.8)
Gross debt
Ⓐ
(1,905.1)
12.7
–
56.3
(91.5)
(32.5)
0.2
(1,959.9)
Net debt
Ⓐ
(577.1)
(457.0)
41.7
56.3
(91.5)
(32.5)
(15.0)
(1,075.1)
Ⓐ
Gross debt
Ⓐ
and net debt
Ⓐ
are alternative performance measures. See Alternative Performance Measures on pages 239-241.
4.3 Derivative financial instruments
Accounting policies
Derivative financial instruments are initially recognised at fair value on the contract date, and are subsequently measured at their
fair value at each reporting date. The method of recognising the resulting fair value gain or loss depends on whether or not the
derivative is designated as a hedging instrument, and on the nature of the item being hedged. At 1 December 2024 and
3 December 2023, the Group’s derivative financial instruments consisted of warrants to subscribe for additional shares of
investee companies and commodity swap contracts, which are designated as cash flow hedges of highly probable transactions.
The Group documents at the inception of the hedge the relationship between hedging instruments and hedged items, the risk
management objectives and strategy, and its assessment of whether the derivatives that are used in hedging transactions are
highly effective in offsetting changes in fair values or cash flows of hedged items.
This assessment is performed retrospectively at the end of each financial reporting period. Movements in the hedging reserve
within reserves are shown in the Consolidated Statement of Comprehensive Income. The fair value of hedging derivatives is
classified as current when the remaining maturity of the hedged item is less than 12 months.
The effective portion of changes in the fair value of derivatives that are designated as cash flow hedging instruments and qualify
for hedge accounting is recognised in other comprehensive income. Amounts accumulated through other comprehensive income
are recycled in the Consolidated Income Statement in the periods in which the hedged items affect profit or loss.
Warrants
3.4
3.3
Commodity swap contracts
0.1
0.1
Commodity swap contracts
(0.7)
(0.2)
Net derivative assets
2.8
3.2
Commodity swap contracts
The Group uses commodity swap contracts to hedge the cost of future purchases of diesel fuel to be used in the Logistics
business. The cash flows are expected to occur within one year of the reporting date, and hedges cover 50% to 80%
of expected risk.
The notional principal amounts of the outstanding commodity swap contracts were £10.5m (FY23: £7.9m). The weighted average
strike price of the outstanding commodity swap contracts relating to the future purchase of fuel at the reporting date was 47.49
pence per litre of diesel (FY23: 52.32 pence per litre of diesel). The hedged highly probable forecast transactions are expected
to occur at various dates during the next 12 months. The fair value movements in cash flow hedges resulted in a loss of £0.6m
(FY23: £0.4 loss) for the period and £0.1m gain (FY23: £1.1m gain) has been reclassified from the cash flow hedge reserve to the
Consolidated Income Statement on settlement of the swap contracts. The cumulative gain/(loss) held in the cash flow hedge
reserve will be recognised in profit or loss in the periods during which the hedged forecast transactions affect the Consolidated
Income Statement.
Throughout the period, all of the Group’s cash flow hedges were effective, and there is, therefore, no ineffective portion
recognised in profit or loss.
209OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.3 Derivative financial instruments continued
Warrants
Investee company
Expiry date
80 Acres Urban Agriculture, Inc.
September 2026
3.4
3.0
Wayve Technologies Limited
January 2026
–
0.3
Warrants
3.4
3.3
Warrants are measured at fair value each year end, taking into account a variety of inputs, sensitivities and probabilities based on
underlying forecasts and financial information of the investee company. Any fair value gains or losses on remeasurement are
recognised through the Consolidated Income Statement.
4.4 Financial instruments
Accounting policies
Financial assets and financial liabilities are recognised on the Consolidated Balance Sheet when the Group becomes a party
to the contractual provisions of the instruments. Financial instruments are derecognised from the Consolidated Balance Sheet
when the contractual cash flows expire or when the Group no longer retains control of substantially all the risks and rewards
under the instrument.
The Group classifies its financial assets using the following categories:
• Amortised cost.
• Fair value through profit or loss (“FVTPL”).
• Fair value through other comprehensive income (“FVTOCI”).
The classification depends on the characteristics of the contractual cash flows, and the Group’s business model
for managing them.
Refer to Note 3.9 for the Group’s accounting policy for expected credit losses.
Financial liabilities are measured at amortised cost, except for derivatives that are measured at fair value with gains or losses
recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
Classification depends on the purpose for which the liability was acquired.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that gives a residual interest in the assets of the Group, after deducting all of its liabilities.
210 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

The Group has categorised its financial instruments as follows:
1 December 2024
Notes
Other financial assets
3.6
13.6
–
100.1
113.7
Trade receivables
3.9
58.9
–
–
58.9
Other receivables and accrued income
1
3.9
74.2
–
–
74.2
Cash and cash equivalents
3.10
732.5
–
–
732.5
Derivative assets
4.3
–
3.5
–
3.5
Total financial assets
879.2
3.5
100.1
982.8
Trade payables
3.11
(58.4)
–
–
(58.4)
Accruals and other payables
2
3.11
(73.2)
–
–
(73.2)
Borrowings
4.1
(1,386.7)
–
–
(1,386.7)
Lease liabilities
3.4
(311.7)
–
–
(311.7)
Derivative liabilities
4.3
–
(0.7)
–
(0.7)
Total financial liabilities
(1,830.0)
(0.7)
–
(1,830.7)
3 December 2023
Notes
Other financial assets
3.6
15.1
29.9
82.7
127.7
Trade receivables
3.9
126.8
–
–
126.8
Other receivables and accrued income
1
3.9
222.4
–
–
222.4
Cash and cash equivalents
3.10
884.8
–
–
884.8
Derivative assets
4.3
–
3.4
–
3.4
Total financial assets
1,249.1
33.3
82.7
1,365.1
Trade payables
3.11
(181.0)
–
–
(181.0)
Accruals and other payables
2
3.11
(166.7)
–
–
(166.7)
Borrowings
4.1
(1,462.1)
–
–
(1,462.1)
Lease liabilities
3.4
(497.8)
–
–
(497.8)
Derivative liabilities
4.3
–
(0.2)
–
(0.2)
Total financial liabilities
(2,307.6)
(0.2)
–
(2,307.8)
1. Excluded from the other receivables and accrued income balance compared with Note 3.9 is a VAT receivable balance of £nil (FY23: £21.3m), which is not a financial asset
in scope of IFRS 9.
2. Excluded from the accruals and other payables balance compared with Note 3.11 is £45.9m (FY23: £46.6m) of employee cost accruals, which are not a financial instrument
in scope of IFRS 9.
Derivative financial instruments are held at FVTPL, but where they are hedging instruments, related gains and losses are
recognised in other comprehensive income.
211OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.4 Financial instruments continued
Fair value measurement of financial assets and liabilities
The Group uses the following hierarchy for determining and disclosing the fair value of its financial instruments:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
• Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly (level 2).
• Inputs for the assets or liabilities that are not based on observable market data (level 3).
Set out below is a comparison by category of carrying amounts and fair values of all financial instruments that are included in the
Consolidated Financial Statements:
1 December 2024
3 December 2023
Other financial assets
3.6
113.7
113.7
127.7
127.7
Trade receivables
3.9
58.9
58.9
126.8
126.8
Other receivables and accrued income
1
3.9
74.2
74.2
222.4
222.4
Cash and cash equivalents
3.10
732.5
732.5
884.8
884.8
Derivative assets
4.3
3.5
3.5
3.4
3.4
Total financial assets
982.8
982.8
1,365.1
1,365.1
Trade payables
3.11
(58.4)
(58.4)
(181.0)
(181.0)
Accruals and other payables
2
3.11
(73.2)
(73.2)
(166.7)
(166.7)
Senior unsecured notes
4.1
(678.8)
(667.3)
(498.2)
(418.0)
Senior unsecured convertible bonds
4.1
(703.1)
(697.3)
(868.0)
(782.4)
Other borrowings
4.1
(4.8)
(4.8)
(95.9)
(95.9)
Derivative liabilities
4.3
(0.7)
(0.7)
(0.2)
(0.2)
Total financial liabilities
(1,519.0)
(1,501.7)
(1,810.0)
(1,644.2)
1. Excluded from the other receivables and accrued income compared with Note 3.9 is a VAT receivable balance of £nil (FY23: £21.3m), which is not a financial asset in scope
of IFRS 9. Current tax assets have also been separated from other receivables in order to present current tax assets separately on the Balance Sheet.
2. Excluded from the accruals and other payables balance compared with Note 3.11 is £45.9m (FY23: £46.6m) of employee cost accruals, which are not a financial instrument
in scope of IFRS 9.
212 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

The fair values of other financial assets, trade receivables, other receivables and accrued income, cash and cash equivalents,
trade payables and accruals and other payables are assumed to approximate to their carrying values but for completeness are
included in the above analysis.
The fair values of the senior unsecured notes and senior unsecured convertible bonds are determined based on the quoted price
in the active market.
The fair values of all other financial assets and liabilities have been calculated using discounted cash flows or the probability
expected return method or the option pricing model.
Financial assets and liabilities held at fair value have been valued as follows:
1 December 2024
Notes
Unlisted equity investments
3.6
–
–
100.1
100.1
Derivative assets
4.3
–
0.1
3.4
3.5
Total financial assets held at fair value
–
0.1
103.5
103.6
Derivative liabilities
4.3
–
(0.7)
–
(0.7)
Total financial liabilities held at fair value
–
(0.7)
–
(0.7)
3 December 2023
Notes
Contingent consideration receivable
3.6
–
–
29.4
29.4
Unlisted equity investments
3.6
–
–
82.7
82.7
Loans receivable held at FVTPL
3.6
–
–
0.5
0.5
Derivative assets
4.3
–
0.1
3.3
3.4
Total financial assets held at fair value
–
0.1
115.9
116.0
Derivative liabilities
4.3
–
(0.2)
–
(0.2)
Total financial liabilities held at fair value
–
(0.2)
–
(0.2)
During the current and prior period, there were no transfers between level 1 and level 2 fair value measurements, nor were there
transfers from or to level 3.
213OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.4 Financial instruments continued
Changes in the fair values of financial instruments categorised in level 3 are as follows:
Balance at 27 November 2022
98.3
69.8
2.4
27.4
197.9
Recognised/(derecognised) during the period
–
19.4
–
(19.4)
–
Cash paid/(received)
(1.5)
10.0
–
–
8.5
(Losses)/gains recognised in profit or loss
2.5, 2.6
(67.4)
–
(2.0)
(4.7)
(74.1)
Interest recognised in finance income
2.6
–
–
0.1
–
0.1
Losses recognised in other comprehensive income
4.6
–
(16.5)
–
–
(16.5)
Balance at 3 December 2023
29.4
82.7
0.5
3.3
115.9
Recognised/(derecognised) during the period
3.6
–
10.5
(0.5)
(10.0)
–
Cash paid
(1.6)
10.0
–
–
8.4
(Losses)/gains recognised in profit or loss
2.5, 2.6
(27.8)
–
–
10.1
(17.7)
Losses recognised in other comprehensive income
4.6
–
(3.1)
–
–
(3.1)
Balance at 1 December 2024
–
100.1
–
3.4
103.5
The following table provides information about how the significant fair values of financial instruments categorised in level 3
are determined:
Description
Valuation techniques and key inputs
unobservable inputs
Sensitivity of the fair value measurement to input
For more details on the other financial assets and derivative financial assets, refer to Notes 3.6 and 4.3 respectively.
214 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

4.5 Financial risk management
Overview
The Group’s financial instruments comprise cash and cash equivalents, trade and other receivables and payables, borrowings,
lease liabilities, derivatives and unlisted investments. The main financial risks faced by the Group relate to the risk of default by
counterparties following financial transactions, to the availability of funds for the Group to meet its obligations as they fall due,
and to fluctuations in interest and foreign exchange rates.
The management of these risks is set out below:
Credit risk
The Group’s exposure to credit risk arises from holdings of cash and cash equivalents, trade and other receivables, and
derivative assets. The carrying amounts of these financial assets, as set out in Note 4.4, represent the maximum credit exposure.
No collateral is held as security against these assets.
Management does not believe that the credit risk of any financial instrument has increased significantly since
its initial recognition.
Cash and cash equivalents
The Group’s exposure to credit risk on cash and cash equivalents is managed by using banks and financial institutions with the
appropriate geographical presence and suitable credit ratings ranging from BBB to AAA. Money market investments are made in
accordance with internal treasury policies and the funds invested in have AAA ratings by either Fitch or S&P.
Trade and other receivables
Trade and other receivables that are financial instruments at the reporting date comprise amounts due from Retail customers,
Solutions customers, Logistics customers and monies due from suppliers in relation to commercial and media income, which are
considered of a good credit quality. The Group recognises expected credit losses in respect of amounts due from customers and
monies due from suppliers.
In relation to Retail customers and suppliers, the Group has very low retail credit risk due to transactions being principally of a
high volume, low value and short maturity. Therefore, it also has very low concentration risk. The Group has effective controls
over this area. The Group provides for 30% of amounts due from supplier income that are between 61 and 360 days overdue,
and 100% of amounts more than 360 days overdue. It provides for 100% of amounts due from Retail customers which are more
than 30 days overdue.
For Solutions customers, amounts due from each customer are treated on a case-by-case basis, depending on the credit
risk assigned to the counterparty, the amount outstanding, and the length of time to or from the due date. Further, where
a customer is known to be in financial difficulty, the Group considers the need for an increased or specific provision compared
with historical averages.
The expected credit losses relating to Logistics customers are immaterial.
The Group’s other receivables held at amortised cost are considered to have low credit risk, and the loss allowance, if any,
is limited to 12 months’ expected losses. These are considered to be low credit risk as they have a low risk of default and the
debtor has the capacity to meet its contractual obligations in the near term.
The Group’s definition of default differs between suppliers and customers. A supplier is deemed to have defaulted if they have
not paid an amount due within 360 days of the due date. A Retail customer is deemed to have defaulted if they have not paid
an amount due within 30 days of the due date. Solutions customers are treated on a case-by-case basis, and the definition
of default varies.
Receivables are written off when there is no realistic prospect of recovery. This is generally the case when the Group determines
that the counterparty does not have sufficient assets or sources of income to repay the relevant amounts. However, receivables
that have been written off may still be subject to enforcement activity. The recovery of an amount previously written off is
recognised as a gain in the Consolidated Income Statement.
Refer to Note 3.9 for movements in the provision for ECL of trade and other receivables during the period.
Liquidity risk
The Group has adequate cash resources to manage the short-term working capital needs of the business. The Group regularly
reviews its financing arrangements to ensure an adequate level of headroom is maintained. For further details of the review see
the Viability Statement on page 88.
The Group monitors its liquidity requirements to ensure it has sufficient cash to meet operational needs and has not changed
from the previous year. Furthermore, the Group utilises its cash resources which are either held in bank accounts or highly liquid
money market funds to manage its short-term liquidity. For further details, see Note 4.8.
The table below analyses the Group’s financial liabilities based on the period remaining to the contractual maturity dates at the
reporting date. The amounts disclosed in the contractual cash flows are gross and undiscounted, and include future interest
payments, so will not necessarily reconcile to the carrying amounts.
215OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.5 Financial risk management continued
1 December 2024
Notes
Trade payables
3.11
58.4
58.4
58.4
–
–
–
Accruals and other payables
1
73.2
73.2
72.4
0.8
–
–
Borrowings
2
4.1
1,386.7
1,787.3
75.7
471.4
1,240.2
–
Lease liabilities
3.4
311.7
473.8
46.3
41.7
97.5
288.3
Derivative financial liabilities
4.3
0.7
0.7
0.7
–
–
–
1,830.7
2,393.4
253.5
513.9
1,337.7
288.3
3 December 2023
Notes
Trade payables
3.11
181.0
181.0
181.0
–
–
–
Accruals and other payables
1
166.7
166.7
166.7
–
–
–
Borrowings
2
4.1
1,462.1
1,768.1
35.9
40.0
1,501.4
190.8
Lease liabilities
3.4
497.8
726.2
76.9
67.8
156.9
424.6
Derivative financial liabilities
4.3
0.2
0.2
0.2
–
–
–
2,307.8
2,842.2
460.7
107.8
1,658.3
615.4
1. Employee cost accruals of £45.9m (FY23: £46.6m) have been excluded from the accruals and other payables balance compared with Note 3.11 as they are not a financial
instrument in scope of IFRS 9.
2. Amounts due in less than one year primarily reflect payments of interest. The borrowings are classified as non-current as they are not due for repayment until at least
December 2025.
Currency risk
The Group has exposure to foreign currency risk through trade receivables, trade payables and lease liabilities denominated
in foreign currencies and a portion of its cash and cash equivalents.
Foreign currency trade receivables arise principally on amounts invoiced under Solutions contracts and foreign currency trade
payables arise principally on purchases of plant and machinery. Trade receivables and payables arise principally in Australian
Dollars, Canadian Dollars, Euros, Japanese Yen, Korean Republic Won, Swedish Krona, Sterling and US Dollars. Bank accounts
are maintained in these foreign currencies in order to minimise the Group’s exposure to fluctuations in foreign currencies relating
to current and future revenue, salaries and purchases of plant and equipment.
The table below shows the Group’s sensitivity to changes in foreign exchange rates on its financial instruments denominated
in foreign currencies:
1 December 2024
3 December 2023
10.0% appreciation of above foreign currencies against sterling
6.0
–
10.7
–
10.0% depreciation of above foreign currencies against sterling
(0.6)
–
(10.7)
–
During the period, the currencies to which the Group is exposed appreciated and depreciated against sterling by between 0.5%
and (7.7)%. Given these historical movements, a 10.0% appreciation or depreciation of foreign currencies is deemed reasonably
likely to occur, and so has been used for the above analysis. The analysis assumes that all other variables remain constant.
216 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Interest rate risk
The Group is exposed to interest rate risk on its variable rate cash and cash equivalents and other borrowings. The Group’s
interest rate risk policy seeks to minimise finance charges and volatility by structuring the interest rate profile into a diversified
portfolio of fixed rate and variable rate financial assets and liabilities.
At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
Financial assets
80.8
12.3
Financial liabilities
(1,698.4)
(1,869.8)
Financial assets
663.5
884.8
Financial liabilities
–
(90.0)
Sensitivity analysis
Based on the Group’s variable rate instruments existing at the end of the period, a 2% increase and 2% decrease in interest rates
would result in an increase of £13.3m and a decrease of £13.3m in profit, respectively (FY23: an increase £15.9m and a decrease
of 15.9m in profit, respectively).
4.6 Share capital and reserves
Accounting policy
Equity instruments issued by the Group are recorded as the proceeds received, net of direct issue costs.
Share capital and share premium
At the reporting date, the number of ordinary shares available for issue under the Block Listing Facilities was 9,713,238
(FY23: 9,588,329). These ordinary shares will only be issued and allotted when the shares under the relevant share plan have
vested, or the share options have been exercised. They are, therefore, not included in the total number of ordinary shares
outstanding below.
The movements in called-up share capital and share premium are set out below:
Balance at 27 November 2022
825.9
16.5
1,939.3
Issue of ordinary shares
2.1
0.1
2.1
Allotted in respect of share option schemes
0.4
–
1.5
Balance at 3 December 2023
828.4
16.6
1,942.9
Issue of ordinary shares
4.0
0.1
1.7
Allotted in respect of share option schemes
0.9
–
2.9
Balance at 1 December 2024
833.3
16.7
1,947.5
Included in the total number of ordinary shares outstanding above are 10,511,575 (FY23: 10,480,773) ordinary shares held by the
Group’s Employee Benefit Trust (see Note 4.7). The ordinary shares held by the Trustee of the Group’s Employee Benefit Trust
pursuant to the Joint Share Ownership Scheme (“JSOS”), and the linked jointly owned equity (“JOE”) awards under the Ocado
Group Value Creation Plan (“Group VCP”) are treated as treasury shares on the Consolidated Balance Sheet. These ordinary
shares have voting rights but these have been waived by the Trustee (although the Trustee may vote in respect of shares that
have vested and remain in the Trust). The number of allotted, called-up and fully paid shares, excluding treasury shares, at the
end of each period differs from that used in the basic loss per share calculation in Note 2.8, since the basic loss per share is
calculated using the weighted average number of ordinary shares in issue during the period, excluding treasury shares.
217OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.6 Share capital and reserves continued
Treasury shares reserve
The treasury shares reserve arose when the Group issued equity share capital under its JSOS. In 2019, the Group issued share
capital relating to the linked JOE awards under the Group VCP. The shares under both plans are held in trust by the Trustee of
the Group’s Employee Benefit Trust. Treasury shares cease to be accounted for as such when they are sold outside the Group
or the interest is transferred in full to the participant pursuant to the terms of the JSOS and Group VCP. Participants’ interests
in unexercised shares held by participants are not included in the calculation of treasury shares. See Note 4.7 for more
information on the JSOS and Group VCP.
Other reserves
The movements in other reserves are set out below:
Balance at 27 November 2022
(116.2)
184.5
6.2
58.1
32.2
(0.8)
164.0
Net gain arising on cash flow hedges
–
–
–
–
–
0.7
0.7
of foreign subsidiaries
–
–
–
(53.0)
–
–
(53.0)
Loss on equity investments designated as at
fair value through other comprehensive income
–
–
–
–
(16.5)
–
(16.5)
Tax on loss on equity investments
–
–
–
–
(4.6)
–
(4.6)
Balance at 3 December 2023
(116.2)
184.5
6.2
5.1
11.1
(0.1)
90.6
Net loss arising on cash flow hedges
–
–
–
–
–
(0.5)
(0.5)
of foreign subsidiaries
–
–
–
(20.6)
–
–
(20.6)
Loss on equity investments designated as at fair
value through other comprehensive income
–
–
–
–
(3.1)
–
(3.1)
Tax on loss on equity investments
–
–
–
–
(3.1)
–
(3.1)
Issue of convertible bonds
–
37.6
–
–
–
–
–
Partial redemption of convertible bonds
–
(17.7)
–
–
–
–
–
Balance at 1 December 2024
(116.2)
204.4
6.2
(15.5)
4.9
(0.6)
83.2
Reverse acquisition reserve
The acquisition by the Company of the entire issued share capital in 2010 of Ocado Holdings Limited was accounted for as a
reverse acquisition under IFRS 3 “Business Combinations”. Consequently, the previously recognised book values and assets and
liabilities have been retained, and the consolidated financial information for the period to 1 December 2024 has been presented
as if the Company had always been the parent company of the Group.
Convertible bonds reserve
The convertible bonds reserve contains the equity components of convertible bonds issued by the Group, net of apportioned
transaction costs. The carrying amounts of the equity components will not change until the liability components are redeemed
through repayment or conversion into ordinary shares.
Refer to Note 4.1 for further details on the senior unsecured convertible bonds issued by the Group.
Merger reserve
The merger reserve comprises shares issued as consideration for Haddington Dynamics Inc.
Translation reserve
The translation reserve comprises cumulative foreign exchange differences on the translation of foreign subsidiaries.
Fair value reserve
The fair value reserve comprises cumulative changes in the fair value of assets and liabilities recognised through other
comprehensive income.
Hedging reserve
The hedging reserve comprises cumulative gains and losses on movements in the Group’s hedging arrangements (see Note 4.3).
218 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

4.7 Share options and other equity instruments
Accounting policies
Employee benefits
Employees (including Directors) of the Group receive part of their remuneration in the form of share-based payments, whereby,
depending on the scheme, employees render services in exchange for rights over shares (“equity-settled transactions”)
or entitlement to future cash payments (“cash-settled transactions”).
The cost of equity-settled transactions with employees is measured, where appropriate, with reference to the fair value of the
equity instruments at the date on which they are granted. Where options need to be valued, an appropriate valuation model is
applied. The expected lives used in the models have been adjusted, based on management’s best estimates, for the effects
of non-transferability, exercise restrictions and behavioural considerations.
The cost of cash-settled transactions, including the cost of associated employer social security contributions on certain taxable
equity-settled transactions, is measured with reference to the fair value of the amounts payable, which is taken to be the closing
price of the Company’s shares at the measurement date. Until a liability is settled, it is remeasured at the end of each reporting
period and at the date of settlement, with any changes in fair value being recognised in the Consolidated Income Statement for
the relevant period. For more details, see Note 3.12.
The cost of equity-settled transactions is recognised, along with a corresponding increase in equity, over the periods in which
the service and performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled
to the award (the “vesting date”). The cost of associated employer taxes is recognised, along with a corresponding provision
for the expected cash settlement, over the vesting period.
At each reporting date, the cumulative expense recognised for equity-settled transactions reflects the extent to which the vesting
period has elapsed, and the number of awards that, in the opinion of management, will ultimately vest. Management’s estimates
are based on the best available information at that date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other
performance conditions are satisfied.
Share options and other equity instruments
The total expense for the period relating to all share-based payment transactions is as follows:
Executive Share Option Scheme
0.3
1.1
Joint Share Ownership Scheme
–
–
Sharesave Scheme
4.5
2.5
Share Incentive Plan
2.7
2.6
Ocado Group Value Creation Plan
2.1
5.1
Performance Share Plan
1.4
Ocado Retail Value Creation Plan
–
–
Long-Term Operating Plan
–
–
Annual Incentive Plan
4.4
4.1
Employee Share Purchase Plan
0.8
0.5
Ocado Restricted Share Plan
20.8
17.8
Consultant Option Plan
0.3
0.3
Deferred Consideration Shares
0.4
1.7
Total expense
37.7
35.7
Equity-settled expense
37.2
33.3
Cash-settled expense
0.5
2.4
Total expense
37.7
35.7
219OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.7 Share options and other equity instruments continued
The Group had the following schemes in operation during the financial period:
(a) Executive Share Option Scheme (“ESOS”)
The Group’s Executive Share Option Scheme (“ESOS”) was established in 2001 and is an equity-settled share option scheme
approved by HMRC. Options have also been granted under the terms of HMRC’s schedule, which are not approved and also
under the terms of the Internal Revenue Service which are both qualified and non-qualified. All share awards under the ESOS
are equity-settled, apart from employer’s NIC due on unapproved ESOS awards, which are treated as cash-settled.
Under the ESOS, the Group or the trustees of an employee trust may grant options over shares of the Company to eligible
employees and may impose performance targets or any further conditions determined to be appropriate on the exercise
of an option. In most cases, any performance target must be measured over a period of at least three years.
With the exception of replacement options, the vesting period for the ESOS is three years. If the options remain unexercised
after a period of 10 years from the date of grant or the employee leaves the Group, the options expire (subject to a limited
number of exceptions).
In 2021, on acquisition of a subsidiary, its existing unvested options were cancelled and replaced by options of the Company
granted under the ESOS. Replacement options shall vest in three equal instalments on the first three anniversaries of the closing
date of acquisition, subject to the option holder’s continued employment within the Group.
Details of the movement of the number of share options outstanding during each period are as follows:
Outstanding at beginning of period
1,497,431
8.67
1,930,355
8.34
Granted during period
–
–
4,545
6.66
Forfeited during period
(185,172)
9.49
(282,274)
9.35
Exercised during period
(54,314)
3.08
(155,195)
3.18
Outstanding at end of period
1,257,945
8.80
1,497,431
8.67
Exercisable at end of period
1,093,248
8.33
1,147,728
6.86
At the reporting date, the Group had 1,003,184 (FY23: 1,180,810) approved options outstanding and 254,761 (FY23: 316,621)
unapproved options outstanding. At the end of the period, the range of exercise prices for approved options outstanding was
£2.56 to £25.08 (FY23: £2.56 to £25.08) and for unapproved options outstanding was £2.56 to £14.47 (FY23: £2.56 to £14.47).
The weighted average remaining contractual life for the ESOS share options outstanding as at 1 December 2024 was 4.2 years
(FY23: 5.0 years).
For exercises during the period, the weighted average share price at the date of exercise was £4.87 (FY23: £6.62).
No ESOS share options were granted in the period. In determining the fair value of the share options granted during the prior
period, the Black Scholes option pricing model was used with the following inputs:
Weighted average share price
–
£6.66
Weighted average exercise price
–
£6.66
Expected volatility
–
50.0%
Weighted expected life, years
–
3.0
Weighted average risk-free interest rate
–
4.0%
Expected dividend yield
–
0.0%
The expected volatility was determined by considering the historical performance of the Company’s shares. The expected life
used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
220 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

(b) Joint Share Ownership Scheme (“JSOS”)
The JSOS is an executive incentive scheme that was introduced to incentivise and retain the Executive Directors and senior
managers of the Group (“Participants”). It is a share ownership scheme permitting a Participant to benefit from the increase (if
any) in the value of a number of ordinary shares of the Company (“Shares”) over specified threshold amounts. To acquire an
interest a Participant enters into a joint share ownership agreement with Ocorian Limited, Trustee of the Employee Benefit Trust
(“Trustee”), whereby the Participant and the Trustee jointly acquire the Shares and agree that once all vesting conditions have
been satisfied, the Participant is awarded a specific number of Shares equivalent to the benefit achieved, or at their discretion,
when the Shares are sold, the Participant has a right to receive a proportion of the sale proceeds insofar as the value of the
Shares exceeds the threshold amount.
At the reporting date the Participants and Trustee held separate beneficial interests in 1,163,924 (FY23: 1,191,224) ordinary
shares, which represents 0.1% (FY23: 0.1%) of the issued share capital of the Company. Of these shares, 627,486 (FY23 627,486)
are held by the Employee Benefit Trust on an unallocated basis.
The charges to the scheme stopped when the vesting conditions were met.
Details of the movement of the number of allocated interests in shares during the current and prior periods are as follows:
Outstanding at beginning of period
563,738
2.24
564,988
2.24
Exercised during period
(27,300)
2.28
(1,250)
2.15
Outstanding at end of period
536,438
2.12
563,738
2.24
Exercisable at end of period
536,438
2.12
563,738
2.24
(c) Sharesave Scheme
The Sharesave Scheme (“SAYE”) is an HMRC-approved scheme that is open to all UK employees of the Group. Under the scheme,
members save a fixed amount each month for three years. At the end of the three-year period, they are entitled to use these
savings to buy shares of the Company at 90% of the market value at launch date.
At the reporting date, employees of the Company’s subsidiaries held 3,400 (FY23: 3,389) contracts in respect of options over
5,048,971 shares (FY23: 4,759,371).
Details of the movement of the number of Sharesave options outstanding during the current and prior periods are as follows:
Outstanding at beginning of period
4,759,371
4.98
2,114,080
12.14
Granted during period
3,360,234
4.02
5,073,768
4.45
Forfeited during period
(3,045,613)
4.92
(2,422,861)
10.13
Exercised during period
(25,021)
4.45
(5,616)
4.45
Outstanding at end of period
5,048,971
4,37
4,759,371
4.98
Exercisable at end of period
41,446
5.02
379,544
4.96
221OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.7 Share options and other equity instruments continued
(d) Share Incentive Plan
In 2014, the Group introduced the Share Incentive Plan (“SIP”). This HMRC-approved scheme provides all United Kingdom
employees, including Executive Directors, the opportunity to receive and invest in the Company’s shares. All SIP shares are held
in a SIP Trust, administered by Solium Trustee (UK) Limited.
There are two elements to the plan: the Buy As You Earn (“BAYE”) arrangement and the Free Share Award. Under the BAYE
arrangement, participants can purchase shares of the Company (“Partnership Shares”) each month using contributions from
pre-tax pay, subject to an upper limit. For every seven shares purchased, the Company gifts the participant one free share
(a “Matching Share”).
Under the Free Share Award, shares are given to eligible employees, as a proportion of their annual base pay,
subject to a maximum. Eligible employees are those with six months’ service at the grant date.
For Partnership Shares, eligible employees are those with three months’ service. Partnership shares can be withdrawn from the
Plan Trust at any time, but Matching Shares and Free Shares are subject to a three-year holding period, during which continuous
employment within the Group is required. The Matching Shares and Free Shares will be forfeited if any corresponding Partnership
Shares are removed from the Plan Trust within this three-year period, or if the participant leaves the Group.
Outstanding shares held under the SIP at the beginning and end of the period can be reconciled as follows:
Shares
Total
Outstanding at 3 December 2023
706,125
99,510
1,866,812
2,672,447
Awarded during period
410,068
58,248
1,296,221
1,764,537
Forfeited during period
–
(15,568)
(261,629)
(277,197)
Released during period
(179,160)
(9,957)
(144,633)
(333,750)
Outstanding at 1 December 2024
937,033
132,233
2,756,771
3,826,037
Unrestricted at 1 December 2024
937,033
30,751
548,921
1,516,705
Shares
Total
Outstanding at 27 November 2022
569,839
80,629
1,495,979
2,146,447
Awarded during period
366,453
51,985
906,145
1,324,583
Forfeited during period
–
(17,748)
(220,869)
(238,617)
Released during period
(230,167)
(15,356)
(314,443)
(559,966)
Outstanding at 3 December 2023
706,125
99,510
1,866,812
2,672,447
Unrestricted at 3 December 2023
706,125
31,162
553,495
1,290,782
(e) Ocado Group Value Creation Plan (“VCP”)
In the current period, the Value Creation Plan for the original participants matured with no vesting of awards, following the fifth
and final measurement date in March 2024. VCP awards granted to participants in the extended VCP were cancelled and
replaced by awards under the Performance Share Plan.
Under the Ocado Group VCP, participants were granted a conditional award giving the potential right to earn nil-cost options
based on the absolute Total Shareholder Return generated over the VCP period. The award gave participants the opportunity to
share in a proportion of the total value created for shareholders above a hurdle (“Threshold Total Shareholder Return”) at the end
of each plan year (“Measurement Date”) over the five-year VCP period. Participants received the right at the end of each year of
the five-year performance period to share awards with a value representing the level of the Company’s Total Shareholder Return
(“Measurement Total Shareholder Return”) above the Threshold Total Shareholder Return at the relevant Measurement Date.
The share price used at the Measurement Date was the 30-day average following the announcement of the Group’s results
for the relevant financial year, plus any dividends in respect of the plan.
At each Measurement Date, up to 3.25% (FY23: 3.25%) of the value created above the hurdle could be “banked” in the form
of share awards which would be released in line with the vesting schedule.
If the value created at the Measurement Date did not exceed the hurdle, nothing would accrue in that year under the VCP.
In the current period, no nil cost options were banked (FY2023: nil). During the prior period, 4,839,781 nil-cost options were
banked and 823,648 lapsed on cessation of employment. In the current period, the remaining 4,016,133 banked nil-cost options
lapsed on vesting.
222 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Vesting conditions
The vesting schedule provided that 50% of the cumulative number of share awards will vest following the third Measurement Date
and 50% of the cumulative balance following the fourth Measurement Date, with 100% of the cumulative number of share awards
vesting following the fifth Measurement Date. At each vesting date, vesting of awards was subject to the following:
a. A minimum TSR of 10.0% CAGR being maintained;
b. Any shares vesting cannot be sold prior to the fifth anniversary of the date of the implementation of the VCP;
c. An annual cap on vesting of £20m for the CEO and a proportionate limit for other participants:
• In the event that in any year vesting as described above would exceed the annual cap, any share awards above the cap will
be rolled forward and allowed to vest in subsequent years provided the cap is not exceeded in those years, until the VCP is
fully paid-out or after five years after the fifth Measurement Date when any unvested share awards will automatically vest.
Share awards rolled forward will not be subject to further underpins, performance or service conditions.
The 10% CAGR TSR underpin was not met at any of the three vesting dates and therefore no previously banked shares vested.
As the fifth measurement date in March 2024 was the final measurement date at which banked shares could have vested,
these shares have now lapsed.
Valuation of awards
In 2019, 2.55% of the original maximum 2.75% was awarded in total to participants, of which 1.40% lapsed and 0.7% was
subsequently granted during the prior periods. In the current period 1.575% lapsed on maturity of the plan for the original VCP
participants and a further 0.275% lapsed on cancellation of the plan for participants in the extended VCP. Also, in FY20, Tranche 2
of the VCP award was created following the June 2020 capital raise and in the prior period Tranche 3 was created following the
June 2022 capital raise. As such, Tranche 1 was based on the total number of shares in issue, less the number of shares under
Tranche 2 and Tranche 3. Tranches 2 and 3 are based on the total number of shares issued in the June 2020 and June 2022
capital raise, respectively.
The fair value of awards granted net of leaver lapses under the VCP was £66.0m (FY23: £66.0m) spread over the five-year period.
No VCP awards were granted in the period. In determining the fair value of the VCP awards granted in the prior period, a Monte
Carlo model was used with the following inputs:
53 weeks ended 3 December 2023
Tranche 1
Tranche 2
Tranche 3
Tranche 1
Tranche 2
Tranche 3
Date of grant
09.12.2022
09.12.2022
09.12.2022
24.08.2023
24.08.2023
24.08.2023
Portion of VCP granted
0.05%
0.05%
0.05%
0.10%
0.10%
0.10%
Share price at grant
£6.86
£6.86
£6.86
£7.51
£7.51
£7.51
Expected volatility
50%
50%
50%
50%
50%
50%
Expected life from date of grant – years
0.3/1.3
0.3/1.3
0.3/1.3
2.6/3.6/4.6
2.6/3.6/4.6
2.6/3.6/4.6
Risk-free interest rate
3.39%
3.39%
3.39%
4.52%
4.52%
4.52%
Expected dividend yield
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Linked JOE awards
Under the terms of the VCP, at the time a VCP award was made, some participants chose to acquire a linked jointly owned equity
(“JOE”) award with Ocorian Limited, the Trustee of the Employee Benefit Trust. The JOE award permitted participants to benefit
from the increase (if any) in the value of a number of ordinary shares above a hurdle of 10.0% per annum cumulative annual
growth rate (which reflects the VCP Threshold Total Shareholder Return) over a time period matching the performance period
of the VCP. Participants acquired JOE awards over a total of 9,245,601 shares. The value of these JOE awards (if any) would
have been applied to deliver part of the total value of the participants’ VCP awards on realisation of the VCP awards.
As the JOE awards did not meet the required hurdle at the final measurement date in March 2024, the JOE awards have
been forfeited.
JOE award participants paid an initial cost for the JOE awards, which is not repayable to them even if no value is delivered under
the JOE awards.
223OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.7 Share options and other equity instruments continued
(f) Long-Term Operating Plan
In 2019, the Group granted shares to selected employees. The number of awards issued was calculated based on a percentage
of the participants’ salaries. The awards will vest in three equal tranches over three years. Upon vesting, each tranche is
subject to an additional two-year holding period after which the shares will be released to the participants. The vesting of
each tranche is conditional on continued employment within the Group and subject to the Company’s share price exceeding
a predetermined minimum.
Outstanding share awards under the Long-Term Operating Plan at the beginning and end of the period can be reconciled
as follows:
Outstanding at beginning of period
64,259
124,198
Released during period
(59,940)
(59,939)
Outstanding at end of period
4,319
64,259
Vested at end of period
–
–
(g) Annual Incentive Plan
Under the Annual Incentive Plan (“AIP”), awards are granted annually in the form of nil-cost options over shares of the Company
and conditional awards of shares to the Executive Directors and selected members of senior management. The number of share
awards granted is dependent on performance against targets and subject to threshold and maximum conditions (refer to the
Directors’ Remuneration Report on pages 124-147). Nil-cost options will vest in full three years from grant date, with a further
two-year holding period for the Executive Directors only, during which time they cannot be sold. Conditional awards will vest over
a period of four years from grant date. An award will lapse if a participant ceases to be employed by the Group before the vesting
date.
Outstanding share awards under the AIP at the beginning and end of the period can be reconciled as follows:
Outstanding at beginning of period
1,550,109
599,226
Granted during period
991,203
986,896
Lapsed during period
(27,624)
(18,381)
Released during period
(137,183)
(17,632)
Outstanding at end of period
2,376,505
1,550,109
Vested at end of period
347,944
–
The expense recognised in a given financial year relates to all unvested AIP awards granted in prior periods, and also to awards
yet to be granted for the current period. The performance period for the 2023 AIP is the 52 weeks ended 1 December 2024.
The expectation of meeting the 2023 AIP performance targets was taken into account when calculating this expense.
(h) Employee Share Purchase Plan
The Employee Share Purchase Plan (“SPP”) is a non-United Kingdom “all-employee” share purchase plan under which eligible
employees are awarded options (“SPP Options”) over shares of the Company. SPP Options are granted at the beginning of
a specific offering period, which will not normally exceed 24 months. Participants enrol in the SPP by authorising payroll
deductions from their salary during the relevant offering period.
At the end of an offering period, employees are entitled to use these savings to buy shares of the Company at 90% of the market
value on the date of grant or at the end of the offering period, whichever is lower. During the period, employees purchased
867,108 (FY23: 245,789) shares of the Company at an exercise price of £3.13 (FY23: £4.19).
At the reporting date, employees of the Group held 784 (FY23: 963) contracts in respect of granted SPP Options.
There were £nil SPP Options exercisable at the reporting date (FY23: £nil).
224 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

(i) Ocado Restricted Share Plan
The Ocado Restricted Share Plan (“RSP”) is used for two key purposes:
(a) to allow all-employee Free Share Awards outside the United Kingdom, similar to the Group’s Share Incentive Plan; and
(b) to give the Group the flexibility to make Discretionary Share Awards.
RSP Free Share Awards are conditional awards of shares granted to eligible non-UK employees, as a proportion of their
annual base pay. Eligible employees are those with six month’s service at the grant date. Awards are subject to a three-year
vesting period.
RSP Discretionary Share Awards can either be nil-cost options over shares of the Company or conditional awards of shares.
These awards may be granted subject to performance conditions, and an additional holding period following vesting.
The vesting period and profile are award specific.
Unvested RSP awards will lapse upon a participant ceasing to hold office or employment within the Group.
Outstanding share awards under the RSP at the beginning and end of the period can be reconciled as follows:
52 weeks ended 1 December 2024
53 weeks ended 3 December 2023
Shares
Total
Shares
Total
Outstanding at beginning of period
309,796
6,178,711
6,488,507
148,234
2,571,785
2,720,019
Granted during period
313,971
4,747,284
5,061,255
210,478
4,857,288
5,067,766
Forfeited during period
(66,195)
(863,940)
(930,135)
(41,875)
(331,047)
(372,922)
Released during period
(13,979)
(2,130,544)
(2,144,523)
(7,041)
(919,315)
(926,356)
Outstanding at end of period
543,593
7,931,511
8,475,104
309,796
6,178,711
6,488,507
Vested at the end of period
1,396
393,050
394,446
–
5,341
5,341
(j) Consultant Option Plan
Under the rules of the Consultant Option Plan, options over shares of the Company can be granted to non-employees, both
individuals and companies engaged to provide services to the Group.
The option exercise price is determined with reference to the closing share price of the shares on the day of, or day prior to
issuance. The options vest over a range of 18 months to three years depending on the award, and may be exercised once and
in full anytime during a three-year exercise period.
Any unvested options will lapse on cessation of the engagement to provide services to the Group.
Outstanding share awards under the Consultant Option Plan at the beginning and end of the period can be reconciled as follows:
Outstanding at beginning of period
465,000
465,000
Granted during period
510,327
–
Forfeited during period
(201,725)
–
Outstanding at end of the period
773,602
465,000
Exercisable at end of period
263,275
185,000
(k) Deferred Consideration Shares
In 2021, shares were issued to select employees of a subsidiary on acquisition. These shares will be held in trust until such time as
the agreement allows the shareholders to access them. On each of the first three anniversaries of the closing date of acquisition,
one-third of these shares will be released from transfer restrictions subject to achievement of performance conditions and
continued employment.
Restricted Deferred Consideration Shares at the beginning and end of the period can be reconciled as follows:
Restricted at beginning of period
97,007
196,319
Forfeited during period
–
(2,303)
Released from transfer restrictions during period
(97,007)
(97,009)
Restricted at end of period
–
97,007
225OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

4.7 Share options and other equity instruments continued
(l) Performance Share Plan
Under the Performance Share Plan (“PSP”), awards are granted annually to the Executive Directors and selected members of
senior management. PSP awards can either be nil-cost options over shares of the Company, conditional awards of shares or
forfeitable awards of shares.
The PSP award consists of a base award, with a relative Total Shareholder Return (“TSR”) multiplier on the vesting outcome of the
base award. The level of vesting of base awards granted is dependent on performance against targets over a three-year
performance period commencing from the beginning of the financial year of grant and subject to threshold and maximum
conditions. For details of the performance targets for the PSP refer to the Directors’ Remuneration Report on pages 124-147.
PSP awards will vest three years from grant date, with a further two-year holding period for the Executive Directors only, during
which time they cannot be sold. Awards will normally be exercisable until the day before the tenth anniversary of the grant date
and will lapse if a participant ceases to be employed by the Group before the vesting date.
The fair value of PSP awards granted in the current period was £13.8m. The expectation of meeting the performance targets was
taken into account when calculating the expense to be spread over the three-year period. In determining the fair value of the PSP
awards granted in the current period, a Monte Carlo model was used with the following inputs:
Date of grant
16/05/2024
Share price at grant
£3.60
Exercise price
Nil
Expected volatility
60.0%
Expected life, years
3.0
Risk-free interest rate
4.15%
Expected dividend yield
0.0%
Outstanding share awards under the PSP at the beginning and end of the period can be reconciled as follows:
Outstanding at beginning of period
–
Granted during period
7,711,500
Outstanding at end of the period
7,711,500
Exercisable at end of period
–
4.8 Capital management
The Board’s objective is to maintain an appropriate balance of debt and equity financing to enable the Group to continue
as a going concern, to sustain future development of the business, and to maximise returns to shareholders and benefits
to other stakeholders.
The Board closely manages trading capital, defined as net assets, plus net debt
Ⓐ
.
Net debt
Ⓐ
is calculated as cash and cash equivalents, less gross debt
Ⓐ
(borrowings and lease liabilities as shown on the
Consolidated Balance Sheet). The Group’s net assets at the reporting date were £1,171.2m (FY23: £1,511m), and it had net debt
Ⓐ
of £1,200.2m (FY23: net debt
Ⓐ
£1,075.1m). Refer to Note 4.2 for further detail.
The main areas of capital management revolve around working capital and compliance with externally imposed financial
covenants. The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, and to
allow the Group to grow, whilst operating with sufficient headroom within its covenants. The components of working capital
management include monitoring inventory turnover, age of inventory, age of receivables, receivables days, payables days,
Balance Sheet re-forecasting, period projected profit or loss, weekly cash flow forecasts, and daily cash balances.
Major investment decisions are based on reviewing the expected future cash flows, and all major capital expenditure
requires approval by the Board. There were no changes in the Group’s approach to capital management during the period.
In August 2024, the Group successfully completed a refinancing generating gross proceeds of £700.0m (refer to Note 4.1 for
details). In addition the Group extended its £300m Revolving Credit Facility (RCF) which matures in August 2027 (refer to Note 4.1
for details).
The Group reviews its financing arrangements regularly. Throughout the period, the Group has complied with all covenants
imposed by lenders.
Given the Group’s commitment to expand the business and the investment required to complete future CFCs, the declaration
and payment of a dividend is not part of the short-term capital management strategy of the Group.
226 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

At the reporting date, the Group’s undrawn facilities and cash and cash equivalents were as follows:
Total facilities available
1,823.9
2,398.2
Facilities drawn down
(1,466.8)
(2,043.7)
Undrawn facilities
357.1
354.5
Cash and cash equivalents
3.10
732.5
884.8
Undrawn facilities, cash and cash equivalents and other treasury deposits
1,089.6
1,239.3
Of the £357.1m (FY23: £354.5m) undrawn facilities stated above, £57.1m (FY23: £54.5m) relates to lease facilities.
4.9 Cash generated from operations
A reconciliation from loss before tax to cash generated from operations is as follows:
Loss before tax
(374.5)
(403.2)
• Revenue recognised from long-term contracts
2.1
(34.7)
(33.0)
• Depreciation, amortisation and impairment losses
1
2.3
465.5
452.7
• Property, plant and equipment write-off
0.2
2.9
• Gain/(loss) on disposal of property, plant & equipment and asset held for sale
3.7
1.0
(5.0)
• Litigation settlement income and interest unwind
2.5
(11.4)
(186.5)
• Other non-cash adjusting items
2.5
15.4
67.4
• Share of results of joint ventures and associate
3.5
(0.3)
0.9
• Movement of provisions
1.3
13.5
• Net finance cost
2
2.6
28.7
76.1
• Share-based payments charge
4.7
37.2
33.3
• Cash received from contract liabilities (upfront fees)
97.8
47.9
• Movement of inventories
0.3
3.1
• Movement of trade and other receivables
16.5
36.6
• Movement of trade and other payables
(10.5)
(19.8)
Cash generated from/(used in) operations
232.5
86.9
1. Included within depreciation, amortisation and impairment losses for FY23 are impairment charges of £20.3m and £27.2m, relating to the UK network capacity review and Zoom
by Ocado network capacity and strategy review, respectively, which are included in the adjusting items. Refer to Note 2.5 for further details.
2. Excludes £11.4m (FY23: £6.1m) interest unwind on AutoStore litigation settlement, which is included within litigation settlement income and interest unwind.
227OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Section 5 – Other notes
5.1 Related undertakings
In accordance with Section 409 of the Companies Act 2006, a full list of related undertakings, their countries of incorporation,
and the effective percentage of equity owned at the reporting date is disclosed below. All undertakings are indirectly owned
by the Company unless otherwise stated.
Name
Country of incorporation
Principal activity
Share class
Haddington Dynamics, II LLC
United States of America
2
Technology
Ordinary shares
100.0%
JFC Hydroponics Ltd
United Kingdom
4
Non-trading company
Ordinary shares
54.6%
Jones Food Company Limited
United Kingdom
4
Vertical farming
Ordinary shares
54.6%
Karakuri Limited
United Kingdom
5
administration)
Preference shares 26.3%
Kindred, Inc.
United States of America
2
Holding company
Ordinary shares
100.0%
Kindred Systems II Inc.
†
Canada
6
Holding company
Ordinary shares
100.0%
Last Mile Technology Limited
United Kingdom
3
Non-trading company
Ordinary shares
100.0%
MHE JVCo Limited
United Kingdom
3
Leasing
“B” shares
50.0%
Myrmex, Inc
United States of America
2
Technology
Ordinary shares
99.9%
O’Logistics SAS
France
7
Business services
Ordinary shares
50.0%
Ocado Bulgaria EOOD
Bulgaria
8
Technology
Ordinary shares
100.0%
Ocado Central Services Limited
United Kingdom
3
Business services
Ordinary shares
100.0%
Ocado Finco 1 Limited
†
United Kingdom
3
Financing
Ordinary shares
100.0%
Ocado Finco 2 Limited
†
United Kingdom
3
Financing
Ordinary shares
100.0%
Ocado Holdings Limited
†
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Innovation Limited
†
United Kingdom
3
Technology
Ordinary shares
100.0%
Ocado Intelligent Automation Limited
†
United Kingdom
3
Business services
Ordinary shares
100.0%
Ocado Operating Limited
United Kingdom
3
Logistics and distribution
Ordinary shares
100.0%
Ocado Polska Sp. z o.o.
Poland
9
Technology
Ordinary shares
100.0%
Ocado Retail Limited
United Kingdom
10
Retail
Ordinary shares
50.0%
Ocado Solutions Australia Pty Limited
Australia
11
Business services
Ordinary shares
100.0%
Ocado Solutions Canada Inc.
Canada
12
Business services
Ordinary shares
100.0%
Ocado Solutions France SAS
France
13
Business services
Ordinary shares
100.0%
Ocado Solutions Japan K.K.
Japan
14
Business services
Ordinary shares
100.0%
Ocado Solutions Korea Limited
South Korea
15
Business services
Ordinary shares
100.0%
Ocado Solutions Limited
†
United Kingdom
3
Business services
Ordinary shares
100.0%
Ocado Solutions Polska sp z.o.o.
Poland
16
Business services
Ordinary shares
100.0%
Ocado Solutions Spain, S.L.
Spain
17
Business services
Ordinary shares
100.0%
Ocado Solutions Sweden AB
Sweden
18
Business services
Ordinary shares
100.0%
Ocado Solutions (US) ProCo LLC
United States of America
2
Business services
Ordinary shares
100.0%
Ocado Solutions USA, Inc.
United States of America
2
Business services
Ordinary shares
100.0%
Ocado Spain, S.L.U.
Spain
17
Technology
Ordinary shares
100.0%
Ocado Sweden AB
Sweden
19
Technology
Ordinary shares
100.0%
Ocado US Holdings, Inc.
†
United States of America
2
Holding company
Ordinary shares
100.0%
Ocado Ventures Holdings Limited
†
United Kingdom
3
Holding company
Ordinary shares
100.0%
228 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

Name
Country of incorporation
Principal activity
Share class
Ocado Ventures (80 Acres) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (Inkbit) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (JFC) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (Karakuri) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (Myrmex) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (Oxbotica) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Ocado Ventures (Wayve) Limited
United Kingdom
3
Holding company
Ordinary shares
100.0%
Oxford US LLC
United States of America
2
Non-trading company
Ordinary shares
100.0%
Paneltex Limited
United Kingdom
20
Manufacturing
Ordinary shares
25.0%
6 River Systems LLC
United States of America
2
Technology
Ordinary shares
100.0%
6 River Systems Ltd,
United Kingdom
3
Non-trading company
Ordinary shares
100.0%
6 River Systems GmbH
Germany
1
(inliquidation)
Ordinary shares
100.0%
† Interest held directly by Ocado Group plc.
The registered offices of the above companies are as follows:
1. c/o TMF Deutschland AG, Wiesenhuttenstr. 11, 60329 Frankfurt am Main, Germany
2. 251 Little Falls Drive, New Castle, Wilmington, DE, 19808, United States of America
3. Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL
4. Old Forge Place, Lydney, United Kingdom, GL15 5SA
5. RSM Restructuring Advisory LLP, 25 Farringdon Street, London, United Kingdom, EC4A 4AB
6. Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8, Canada
7. 1 cours Antoine Guichard, 42000 Saint-Etienne, France
8. 7
th
Floor, 13 Henrik Ibsen Street, Lozenets District, Sofia 1407, Bulgaria
9. High5ive Building, Pawia 21st, 31-154, Kraków, Poland
10. Apollo Court 2 Bishop Square, Hatfield Business Park, Hatfield, Hertfordshire, United Kingdom, AL10 9EX
11. Level 17, 570 Bourke Street, Melbourne, VIC 3000, Australia
12. Suite 1300, 1969 Upper Water Street, McInnes Cooper Tower-Purdy Wharf, Halifax, NS B3J 3R7, Canada
13. 3-5 Rue Saint-Georges, 75009 Paris, France
14. Hibiya Fort Tower 10F, 1-1-1 Nishi Shinbashi, Minato-Ku, Tokyo, Japan
15. 5
th
Floor, 97 Jungdae-ro, Songpa-gu, Seoul (Garak-dong, Hyowon Building), South Korea
16. ul. Gryzbowska 2 Lok 29, 00-131, Warsaw, Poland
17. calle Badajoz 112, 08018, Barcelona, Spain
18. Mätarvägen 30, 196 37 Kungsängen, Sweden
19. Mälarvarvsbacken 8, 117 33, Stockholm, Sweden
20. Paneltex House, Somerden Road, Hull, United Kingdom, HU9 5PE
The Group has effective control over the financial and operating activities of the Ocado Cell in Atlas Insurance PCC Limited,
an insurance company incorporated in Malta and, therefore, consolidates the Ocado Cell in its Financial Statements.
229OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

5.2 Non-controlling interests
Accounting policies
Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date
of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions.
Non-controlling interests
The proportion of equity interest held by non-controlling interests is provided below:
Name
Country of incorporation
1
Ocado Retail Limited (“Ocado Retail”)
United Kingdom
50.0%
50.0%
Jones Food Company Limited (“Jones Food Company”)
United Kingdom
45.4%
45.4%
1. The entity’s place of business is the same as its country of incorporation.
In April 2023, the Group exercised the warrants in Jones Food Company to acquire 2.3 million shares for £3.7m bringing the
Group’s shareholdings in Jones Food Company to 54.6%, which is reflected as the £0.2m movement between retained earnings
and non-controlling interests within the Consolidated Statement of Changes in Equity during the prior period.
The table below provides summarised financial information of Ocado Retail and Jones Food Company. The information disclosed
reconciles the amounts presented in the financial statements of the relevant companies (adjusted for differences in fair values
on acquisition) with the non-controlling interests’ share of those amounts.
Non-current assets
500.8
24.0
524.8
Current assets
266.9
1.4
268.3
Current liabilities
(306.0)
(1.1)
(307.1)
Non-current liabilities
(495.0)
(19.5)
(514.5)
Net assets at end of period
(33.3)
4.8
(28.5)
Non-controlling interests at end of period
(16.7)
2.2
(14.5)
Revenue
2,685.8
1.4
2,687.2
Loss and total comprehensive expense for period1
(64.4)
(13.0)
(77.4)
Share of total comprehensive expense attributable to non-controlling interests
(32.2)
(5.9)
(38.1)
Net increase/(decrease) in cash and cash equivalents
(37.0)
0.1
(36.9)
1. The £(64.4)m loss reported for Ocado Retail differs from the amount shown in Note 2.9 for Discontinued Operations due to the inclusion of inter-segment eliminations and
IFRS 5 adjustments within the amounts disclosed as Discontinued Operations.
No dividends were paid to non-controlling interests during the current or prior period.
5.3 Commitments
Capital commitments
Contracts placed for future capital expenditure but not provided for in the Consolidated Financial Statements are as follows:
Land and buildings
–
0.1
Property, plant and equipment
179.3
104.9
Capital commitments
179.3
105.0
Of the total capital expenditure committed at the end of the period, £158.4m relates to new CFCs (FY23: £66.5m), £0.7m to
existing CFCs (FY23: £2.3m), £nil to fleet costs (FY23: £nil) and £19.5m to technology projects (FY23: £34.7m).
230 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the consolidated financial statements continued

5.4 Related party transactions
Key management personnel
Only members of the Board (the Executive and Non-Executive Directors) are recognised as being key management personnel. It
is the Board that has responsibility for planning, directing and controlling the activities of the Group. The aggregate emoluments
of key management personnel are as follows:
Salaries and other short-term employee benefits
3.8
5.9
Post-employment benefits
0.1
0.2
Share-based payments
3.2
4.9
Aggregate emoluments
7.1
11.0
Further information on the remuneration of Directors and Directors’ interests in ordinary shares of the Company is disclosed in the
Directors’ Remuneration Report on pages 124-147.
Related party transactions with key management personnel made during the period amount to £nil (FY23: £nil). All transactions
were on an arm’s length basis. At the reporting date, no amounts were owed by key management personnel to the Group
(FY23: £nil). During the period, there were no other material transactions or balances between the Group and its key management
personnel or members of their close family.
Joint venture
MHE JVCo Limited
The following transactions were carried out with MHE JVCo:
Dividend received from MHE JVCo
2.8
5.1
Reimbursement of supplier invoices paid on behalf of MHE JVCo
1.4
4.1
Lease liability additions of assets from MHE JVCo
1.2
11.4
Capital element of lease liability instalments paid to MHE JVCo
5.6
12.0
Capital element of lease liability instalments due to MHE JVCo
0.2
0.5
Interest element of lease liability instalments accrued or paid to MHE JVCo
1.0
0.5
During the period, the Group incurred lease instalments (including interest) of £6.8m (FY23: £13.0m) to MHE JVCo. Of the lease
instalments incurred, £3.4m was recovered directly from Wm Morrison Supermarkets Limited in the form of other income
(FY23: £6.8m).
Included within trade and other receivables is a balance of £0.8m due from MHE JVCo (FY23: £0.7m), which primarily relates
to capital recharges.
Included within trade and other payables is a balance of £0.3m due to MHE JVCo (FY23: £0.7m).
Included within lease liabilities is a balance of £12.4m due to MHE JVCo (FY23: £16.5m).
No other transactions that require disclosure under IAS 24 “Related Party Disclosures” have occurred during the period.
5.5 Post-Balance Sheet events
There have been no post balance sheet events requiring disclosure in these Consolidated Financial Statements.
231OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Notes
1December
2024
£m
3December
2023
£m
Non-current assets
Investments 3.1 790.0 885.9
Amounts due from subsidiaries 3.2 3,127.4 3,251.6
3,917.4 4,137.5
Current assets
Other receivables 4.0 2.9
Cash and cash equivalents 3.3 0.4 1.9
4.4 4.8
Total assets 3,921.8 4,142.3
Current liabilities
Trade and other payables 3.4 (24.9) (277.1)
Provisions 3.5 (0.8) (0.8)
(25.7) (277.9)
Net current liabilities (21.3) (273.1)
Non-current liabilities
Provisions 3.5 (1.0) (1.5)
Borrowings 4.1 (1,381.9) (1,366.2)
(1,382.9) (1,367.7)
Net assets 2,513.2 2,496.7
Equity
Share capital 4.2 16.7 16.6
Share premium 4.2 1,947.5 1,942.9
Merger reserve 6. 2 6.2
Convertible bonds reserve 204.4 184.5
Retained earnings 338.4 346.5
Total equity 2,513.2 2,496.7
The Company’s loss for the period was £45.3m (FY23: £63.4m).
The notes on pages 234-238 form part of these financial statements.
The Company Financial Statements on pages 232-238 were authorised for issue by the Board of Directors and signed
onitsbehalfby:
Tim Steiner Stephen Daintith
Chief Executive Officer Chief Financial Officer
Ocado Group plc
Company number: 07098618 (England and Wales)
27 February 2025
232 OCADO GROUP PLC Annual Report and Accounts 2024
Company Balance Sheet
as at 1 December 2024

Notes
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Convertible
bonds
reserve
£m
Retained
earnings
£m
Total
£m
Balance at 27 November 2022 16.5 1,939.3 6.2 184.5 376.6 2,523.1
Loss for the period – – – – (63.4) (63.4)
Total comprehensive expense for the period – – – – (63.4) (63.4)
Transactions with owners
Issue of ordinary shares 4.2 0.1 2.1 – – – 2.2
Allotted in respect of share option schemes 4.2 – 1.5 – – – 1.5
Share-based payments charge 2.2 – – – – 33.3 33.3
Total transactions with owners 0.1 3 .6 – – 33.3 37.0
Balance at 3 December 2023 16.6 1,942.9 6.2 184.5 346.5 2,496.7
Loss for the period (45.3) (45.3)
Total comprehensive expense for the period – – – – (45.3) (45.3)
Transactions with owners
Issue of ordinary shares 4.2 0.1 1.7 – – – 1.8
Allotted in respect of share option schemes 4.2 – 2.9 – – – 2.9
Share-based payments charge 2.2 – – – – 37.2 37.2
Partial redemption of convertible bonds 4.1 – – – (17.7) – (17.7)
Issue of convertible bonds 4.1 – – – 37.6 – 3 7.6
Total transactions with owners 0.1 4.6 – 19.9 37.2 61.8
Balance at 1 December 2024 16.7 1,947.5 6.2 204.4 338.4 2,513.2
The notes on pages 234-238 form part of these Financial Statements.
233OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements
Company Statement of Changes in Equity
for the 52 weeks ended 1 December 2024

Section 1 – Basis of preparation
1.1 General information
Ocado Group plc (“Company”) is incorporated in England and Wales. The Company is the parent and the ultimate parent of the
Group. The address of its registered office is Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United
Kingdom, AL10 9UL. The financial period represents the 52 weeks ended 1 December 2024. The prior financial period represents
the 53 weeks ended 3 December 2023.
1.2 Basis of preparation
The Company meets the definition of a qualifying entity under FRS 100 “Application of Financial Reporting Requirements” issued
by the Financial Reporting Council (“FRC”). Accordingly, these Financial Statements are prepared in accordance with FRS 101 and
the Companies Act 2006 (the “Act”) for all periods presented.
The Financial Statements are presented in pounds sterling, rounded to the nearest hundred thousand unless otherwise stated.
They have been prepared under the historical cost convention, except for certain financial instruments and share-based
payments that have been measured at fair value.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation
to financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation
of a cash flow statement, impairment of assets, share-based payments and related party transactions. The Company has also
taken advantage of the exemption in relation to disclosure of the possible impact of the application of a new IFRS that has been
issued but is not yet effective. Where required, equivalent disclosures are given in the Consolidated Financial Statements
oftheGroup.
The Directors consider it appropriate to adopt the going concern basis of accounting in preparing the Financial Statements
oftheCompany. Further details of the Group’s considerations are provided in the Group Viability Statement and Going Concern
Statement on page 88.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented
an income statement or a statement of comprehensive income for the Company alone.
New standards, amendments and interpretations adopted by the Company
The Company has considered the following new standards, interpretations and amendments to published standards that are
effective for the Company for the period beginning 4 December 2023, and concluded either that they are not relevant to the
Company or that they would not have a significant effect on the Company’s Financial Statements other than on disclosures:
Effective date
IFRS 17 Insurance Contracts 1 January 2023
IAS 1 Classification of Liabilities as Current or Non-Current 1 January 2023
IAS 1 Disclosure of Accounting Policies (amendments) 1 January 2023
IAS 8 Disclosure of Accounting Estimates (amendments) 1 January 2023
IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction (amendments) 1 January 2023
IAS 12 Income taxes – International Tax Reform – Pillar Two Model Rules (amendments) 1 January 2023
New standards, amendments and interpretations not yet adopted by the Company
The following new standards, interpretations and amendments to published standards and interpretations that are relevant to the
Company have been issued but are not effective for the period beginning 4 December 2023, and have not been adopted early:
Effective date
IAS 1 Non-current Liabilities with Covenants 01 January 2024
IAS 7 Statement of Cash Flows (amendments) 01 January 2027
IFRS 7 Amendments regarding classification of financial instruments 01 January 2026
IFRS 18 Presentation and Disclosure in Financial Statement 01 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures (amendments) 01 January 2027
IAS 28 Investments in Associates and Join Ventures (amendments) Deferred
IFRS 10 Consolidated Financial Statements (amendments) Deferred
234 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the Company financial statements
for the 52 weeks ended 1 December 2024

Accounting policies
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions or, where items are remeasured, at the dates of the remeasurements. Foreign exchange gains or losses resulting
from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Income Statement.
Income tax
Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income
or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the expected tax payable on the taxable income for the period, calculated using tax rates enacted by the
reportingdate. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
taxregulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be
paid tothe tax authorities.
Share-based payments
The issuance by the Company to its subsidiaries of a grant over the Company’s shares, represents additional capital contributions
by the Company in its subsidiaries. An additional investment in subsidiaries results in a corresponding increase in shareholders’
equity. The additional capital contribution is based on the fair value of the grant issued, allocated over the underlying grant’s
vesting period.
1.3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Company’s Financial Statements requires the use of certain judgements, estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses. Judgements and estimates are evaluated regularly, and
represent management’s best estimates based on historical experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances. However, events or actions may mean that actual results ultimately
differ from those estimates, and the differences may be material.
Critical accounting judgements
Critical accounting judgements are those that the Company has made in the process of applying the Company’s accounting
policies and that have the most significant effect on the amounts recognised in the Financial Statements.
There are no critical accounting judgements noted for the period.
Key estimation uncertainties
Key areas of estimation uncertainty are the key assumptions concerning the future and other data points at the reporting
datethat may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
thenextperiod.
Amounts due from subsidiaries
The Company uses estimates of future cash flows in assessing whether amounts due from subsidiaries are impaired. The
Company performed an impairment review as at the reporting date and recognised a provision for expected credit losses of
£15.0m (FY23: £10.0m), the £10.0m ECL provision from prior period remains as at the reporting date. A decrease in estimate of
future cash inflows could lead to a material reduction in carrying value within the next 12 months.
Section 2 – Results for the period
2.1 Operating results
During the period, the Company obtained audit services from its auditor, Deloitte LLP, amounting to £0.1m (FY23: £0.1m).
2.2 Employee information
The Company does not incur direct staff costs as the Group’s employees are employed by its subsidiaries.
For information on share-based payments, refer to Note 4.7 of the Consolidated Financial Statements.
235OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Section 3 – Assets and liabilities
3.1 Investments
Accounting policies
Investments in subsidiaries are carried at cost, less any impairment in value. Where the recoverable amount of an investment
isless than its carrying amount, impairment is recognised. Impairment reviews are undertaken whenever there is an indication
ofimpairment, and at least once a year.
1December
2024
£m
3December
2023
£m
Opening investments 885.9 850.5
Impairment (133.4) –
Contributions to subsidiaries in respect of share-based payments 37.5 35.4
Closing investments 790.0 885.9
During the period, the Company recognised a total impairment loss of £133.4m on its investment in Haddington Dynamics Inc
(£13.8m) Ocado Finco 1 Limited (£86.3m) and Ocado Finco 2 Limited (£33.3m). Each of the investments has been written
downto£nil.
A list of subsidiaries held by the Company is disclosed in Note 5.1 to the Consolidated Financial Statements.
Share-based payments relating to awards to employees are recognised as a capital contribution in the Company with the relating
expense recognised within the relevant subsidiary, in accordance with IFRS 2 “Share-based Payment”. For details of the share-
based payments that have increased the Company’s investments, see Note 4.7 to the Consolidated Financial Statements.
3.2 Amounts due from subsidiaries
Accounting policies
Amounts due from subsidiaries are stated at amortised cost less provision for expected credit losses. These balances
areconsidered low credit risk and therefore, the Company measures the provision at an amount equal to 12-month expected
credit losses.
1December
2024
£m
3December
2023
£m
Amounts due from subsidiaries, net of expected credit losses 3,127.4 3,251.6
During the period, the Company recognised expected credit losses of £15.0m (FY23: £10.0m), resulting in a total ECL provision of
£25.0m as at the reporting date.
The amounts due from subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Whilst the amount is repayable on demand, no expectation exists that the balance will be recovered within 12 months of the
period end date and as such has been classified as non-current.
3.3 Cash and cash equivalents
Accounting policies
Cash and cash equivalents comprise cash at bank and in hand and are classified as current assets on the Balance Sheet.
Thecarrying amount of these assets approximates to their fair value.
1December
2024
£m
3December
2023
£m
Cash at bank and in hand 0.4 1. 9
Cash and cash equivalents 0. 4 1.9
236 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the Company financial statements continued

3.4 Trade and other payables
Accounting policies
Trade and other payables are initially recognised at their transaction price, which is deemed to equal their fair value, and
subsequently at amortised cost, using the effective interest method.
1December
2024
£m
3December
2023
£m
Amounts due to subsidiaries 18.2 272.7
Accruals and other payables 6.7 4.4
Trade and other payables 24.9 27 7.1
Amounts due to subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
Assuch, these balances have been recorded as current.
3.5 Provisions
Accounting policies
Employee incentive schemes
Provisions for employee incentive schemes relate to employer social security contributions on taxable equity-settled schemes.
For all unapproved schemes, the Company is liable to pay employer social security contributions upon exercise of the share
awards.
Taxable schemes are the unapproved Executive Share Option Scheme (“ESOS”), the Ocado Group Value Creation Plan (“VCP”),
the Long-Term Operating Plan, the Annual Incentive Plan (“AIP”) and the Restricted Share Plan (“RSP”). For more details on these
schemes, refer to Note 4.7 of the Consolidated Financial Statements.
Employee
incentive
schemes
£m
Balance at 27 November 2022 1.3
Additional provision 2.0
Unused amounts reversed –
Used during period (1.0)
Balance at 3 December 2023 2.3
Additional provision 0.9
Unused amounts reversed (0.6)
Used during period (0.8)
Balance at 1 December 2024 1.8
Provisions for employee incentive schemes as at 1 December 2024 can be analysed as follows:
1December
2024
£m
Current 0.8
Non-current 1.0
1.8
3December
2023
£m
Current 0.8
Non-current 1.5
2.3
Employee incentive schemes
During the period, an additional provision of £0.9m (FY23: £2.0m) has been recognised primarily in relation to employer’s NIC
ontaxable equity-settled schemes and £0.8m (FY23: £1.0m) has been utilised primarily as a result of exercises of taxable
equity-settled share awards.
The provision will be utilised once the share awards under each of the schemes have vested and been allotted to participants on
exercise. Vesting will occur between 2025 and 2029, and allotment will take place between 2025 and 2034. For further details,
refer to Note 4.7 of the Consolidated Financial Statements.
237OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Governance Additional InformationFinancial Statements

Section 4 – Capital structure and financing costs
4.1 Borrowings
Carrying amount
Facility Inception Coupon rate Maturity
1December
2024
£m
3December
2023
£m
£600m senior unsecured convertible bonds December 2019 0.875% December 2025 167.2 560.2
£350m senior unsecured convertible bonds June 2020 0.750% January 2027 320.8 3 07.8
£500m senior unsecured notes October 2021 3.875% October 2026 223.6 498.2
£250m senior unsecured convertible bonds August 2024 6.250% August 2029 215.1 –
£450m senior unsecured notes August 2024 10.500% August 2029 455.2 –
Borrowings 1,381.9 1,366.2
Disclosed as:
Non-current 1,381.9 1,366.2
Please refer to Note 4.1 of the Consolidated Financial Statements for details.
4.2 Share capital and premium
Accounting policies
Refer to Note 4.6 of the Consolidated Financial Statements. The movements in called-up share capital and share premium
aresetout below:
Ordinary
shares
million
Share
capital
£m
Share
premium
£m
Balance at 27 November 2022 825.9 16.5 1,939.3
Issue of ordinary shares 2.1 0.1 2.1
Allotted in respect of share option schemes 0.4 – 1.5
Balance at 3 December 2023 828.4 16.6 1,942.9
Issue of ordinary shares 4.0 0.1 1.7
Allotted in respect of share option schemes 0.9 – 2.9
Balance at 1 December 2024 833.3 16.7 1,947.5
4.3 Capital management
The Board’s objectives and policies for the Company are consistent with those of the Group. Full details are provided in Note 4.8
to the Consolidated Financial Statements.
Section 5 – Other notes
5.1 Post-Balance Sheet events
There have been no post balance sheet events requiring disclosure in these Financial Statements.
238 OCADO GROUP PLC Annual Report and Accounts 2024
Notes to the Company financial statements continued

Alternative Performance Measures
The Group assesses its performance using a variety of Alternative Performance Measures (“APMs”), which are not defined under
IFRS and are, therefore, termed “non-GAAP” measures. These measures provide additional useful information on the underlying
trends, performance and position of the Group. The APMs used are:
• Adjusting items; • Net debt;
• Adjusted EBITDA; • Technology Solutions fees invoiced;
• Adjusted EBITDA margin;
• Adjusted EPS;
• Total Group;
• Underlying cash flow; and
• Gross debt and external gross debt; • 52-week income statement
Definitions of these APMs, together with reconciliations of these APMs with the nearest measures prepared in accordance
withIFRS are presented below. The APMs used may not be directly comparable with similarly titled measures used by
othercompanies.
Adjusting items
The Consolidated Income Statement separately identifies trading results before adjusting items. Adjusting items are items that
are considered to be significant due to their size/nature, not in the normal course of business or are consistent with items that
were treated as adjusting in the prior periods or that may span multiple financial periods. They have been classified separately
inorder to draw them to the attention of the readers of the Financial Statements, and facilitate comparison with prior periods
toassess trends in the financial performance more readily.
The Directors believe that presentation of the Group’s results in this way is important for understanding the Group’s financial
performance. This presentation is consistent with the way that financial performance is measured by management and reported
to the Board.
The Group applies judgement in identifying items of income and expense that are recognised as adjusting to help provide
anindication of the Group’s underlying business. In determining whether an event or transaction is adjusting in nature,
management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.
Examples of items that the Group considers adjusting include corporate reorganisations, material litigation, and any other material
costs outside of the normal course of business as determined by management.
The Group has adopted a three-columned approach to the Consolidated Income Statement to aid clarity and allow users of the
Financial Statements to understand more easily the performance of the underlying business and the effect of adjusting items.
Adjusting items are disclosed in Note 2.5 to the Consolidated Financial Statements.
Adjusted EBITDA
In addition to measuring its financial performance based on operating profit, the Group measures performance based on Adjusted
EBITDA. Adjusted EBITDA is defined as the Group’s earnings before depreciation, amortisation, impairment, net finance cost,
taxation and adjusting items. EBITDA is a common measure used by investors and analysts to evaluate the operating financial
performance of companies.
The Group considers Adjusted EBITDA to be a useful measure of its operating performance because it approximates the
underlying operating cash flow by eliminating depreciation and amortisation. Adjusted EBITDA is not a direct measure of
liquidity,which is shown by the Consolidated Statement of Cash Flows, and needs to be considered in the context of the
Group’sfinancial commitments.
239OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Alternative Performance Measures continued
Adjusted EBITDA reconciliation
Notes
FY24
52 weeks
Total Group
£m
FY23
53 weeks
Total Group
£m
Exclude
week 53
Total Group
£m
APM
FY23
52 week basis
Total Group
£m
Operating loss (357.2) (333.2) (6.7) (326.5)
Adjustments for:
Adjusting items
1
2.5 50.2 (17.8) – (17.8)
Amortisation of intangible assets 3.2 147.3 125.0 2.9 122.1
Impairment of intangible assets 3.2 5.9 0.2 – 0.2
Depreciation of property, plant and equipment 3.3 215.8 187.9 5.1 182.8
Impairment of property, plant and equipment 3.3 36.8 21.7 – 21.7
Depreciation of right-of-use assets 3.4 53.5 70.4 1.3 69.1
Impairment of right-of-use assets 3.4 1.0 – – –
Adjusted EBITDA 153.3 54.2 2.6 51.6
1. Adjusting items include impairment charges in respect of other intangible assets of £nil (FY23:£0.3m), property, plant and equipment of £1.6m (FY23: £19.5m) and right-of-use
assets of £3.6m (FY23: £27.7m).
The financial performance of the Group’s segments is measured based on Adjusted EBITDA, as reported internally. A
reconciliation of the Adjusted EBITDA of the Group with the Adjusted EBITDA by segment is disclosed in Note 2.2 of the
Consolidated Financial Statements.
Adjusted EBITDA margin
Adjusted EBITDA margin is calculated as the adjusted EBITDA divided by revenues.
Adjusted EPS
Adjusted EPS is calculated as profit after tax attributable to owners of the Group before adjusting items divided by the weighted
average number of shares on issue for the relevant financial period. This measure is reported as it is one of the metrics contained
within the Group’s Performance Share Plan (“PSP”). A reconciliation of Adjusted EPS to basic EPS is set out in Note 2.8 to the
Consolidated Financial Statements.
Gross debt and external gross debt
Gross debt is calculated as borrowings and lease liabilities as disclosed in Note 4.2 of the Consolidated Financial Statements.
External gross debt is calculated as gross debt less lease liabilities payable to joint ventures of the Group. External gross debt
isameasure of the Group’s indebtedness to third parties which are not considered related parties of the Group.
A reconciliation of gross debt with external gross debt is set out below:
Notes
1December
2024
£m
3December
2023
£m
Gross debt 4.2 1,971.7 1,959.9
Lease liabilities payable to joint ventures 3.4 (12.4) (16.5)
External gross debt 1,959.3 1,943.4
Net debt
Net debt is calculated as cash and cash equivalents of the Total Group, less gross debt.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of the overall strength of the Consolidated
Balance Sheet. It is also a single measure that can be used to assess the combined effect of the Group’s cash position and
itsindebtedness.
The most directly comparable IFRS measure is the aggregate of borrowings and lease liabilities (current and non-current)
andcash and cash equivalents. A reconciliation of these measures with net debt can be found in Note 4.2 to the Consolidated
Financial Statements.
Technology Solutions fees invoiced
Technology Solutions fees invoiced is used as a key measure of performance of the Technology Solutions business as an
alternative to revenue and represents design and capacity fees invoiced during the period for existing and future CFC and
In-Store Fulfilment commitments.
240 OCADO GROUP PLC Annual Report and Accounts 2024

Total Group
Total Group metrics present the results of the Group including discontinued operations and are presented in order to provide a
comparison of current and historical performance on a consistent basis. A reconciliation of Total Group to the Consolidated
Income Statement is provided below.
FY24
52 weeks ended 1December 2024
FY23
52 weeks ended 26November 2023
Continuing
operations
£m
Discontinued
operations
£m
Total
Group
£m
Continuing
operations
£m
Discontinued
operations
£m
Total
Group
£m
Revenue 1,214.5 1,941.4 3,155.9 1,088.0 1,677.6 2,765.6
Operating costs (1,102.8) (1,900.1) (3,002.9) (1,041.6) (1,671.5) (2,713.1)
Share of results from joint ventures
andassociates 0.3 – 0.3 (0.9) – (0.9)
Adjusted EBITDA 112.0 41.3 153.3 45.5 6.1 51.6
Depreciation, amortisation and
impairment (413.9) (46.4) (460.3) (338.5) (57.4) (395.9)
Finance income 30.4 3.7 34.1 39.2 0.8 40.0
Finance costs (98.6) (17.8) (116.4) (82.0) (13.1) (95.1)
Other finance gains and losses 10.0 – 10.0 (18.1) – (18.1)
Adjusted loss before tax (360.1) (19.2) (379.3) (353.9) (63.6) (417.5)
Adjusting items 20.3 (15.5) 4.8 83.9 (60.0) 23.9
Loss before tax (339.8) (34.7) (374.5) (270.0) (123.6) (393.6)
Tax (charge)/credit 0.2 – 0.2 16.9 (0.7) 16.2
Loss for the year (339.6) (34.7) (374.3) (253.1) (124.3) (377.4)
Underlying cash flow
Underlying cash flow is the movement in cash and cash equivalents excluding the impact of adjusting items, costs of financing,
proceeds from the disposal of assets held for sale, cash received in respect of contingent consideration, acquisition of
subsidiaries purchase of unlisted equity investments and foreign exchange movements. A reconciliation of the movement
incashand cash equivalents to underlying cash outflow is detailed within the Financial Review.
52-week income statement
In order to provide comparability with the current year results for the 52 weeks ended 1 December 2024 the Group has adjusted
the prior year results for the 53 weeks ended 3 December 2023 to remove the results of week 53 and present results for an
equivalent 52 week period to 26 November 2023. In determining the week 53 adjustment, revenue was based on the actual
trading performance in that week, with operating costs allocated on a reasonable basis to reflect an estimate of costs for that
week, unless a split was not deemed to sufficiently represent the actual costs incurred during week 53. A reconciliation for Total
Group was provided in FY23 annual report and accounts.
Consolidated Income Statement
Notes
2023
as reported on a
53-week basis
£m
Exclude
week 53
£m
APM
2023
52-week basis
£m
Revenue 2.1 1,122.1 21.7 1,100.4
Insurance and legal settlement proceeds 2.5 180.4 - 180.4
Operating costs (1,523.9) (28.8) (1,495.1)
Operating loss before results of joint ventures and associate (221.4) (7.1) (214.3)
Share of results of joint ventures and associate (0.9) - (0.9)
Operating loss (222.3) (7.1) (215.2)
Finance income 2.6 46.0 0.7 45.3
Finance costs 2.6 (83.6) (1.6) (82.0)
Other finance gains and losses 2.6 (19.8) (1.7) (18.1)
Loss before tax from continuing operations (279.7) (9.7) (270.0)
Income tax credit 16.9 - 16.9
Loss for the period from continuing operations (262.8) (9.7) (253.1)
Loss after tax from discontinued operations (124.2) 0.1 (124.3)
Loss for the period (387.0) (9.6) (377.4)
241OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Five-Year Summary
The table below set out the five year summary of key financial and non-financial data for the Group
52 weeks
ended
1December
2024
£m
53 weeks
ended
3December
2023
£m
52 weeks
ended
27November
2022
£m
52 weeks
ended
28November
2021
£m
52 weeks
ended
29November
2020
£m
Financial data – Total Group
Ⓐ
Revenue 3,155.9 2,825.0 2,516.8 2,498.8 2,331.8
Adjusted EBITDA
Ⓐ
153.3 54.2 (74.1) 61.0 73.1
Loss before tax (374.5) (403.2) (500.8) (176.9) (52.3)
Financial data – Continuing operations1
Revenue 1,214.5 1,122.1 – – –
Adjusted EBITDA
Ⓐ
112.0 46.4 – – –
Financial data – Discontinued operations1
Revenue 1,941.4 1,702.9 – – –
Adjusted EBITDA
Ⓐ
41.3 7.8 – – –
Non-financial data
Scope 1 emissions (tCO
2
e)2 103,947 93,293 96,386 94,912 87,038
Scope 2 emissions (market based) (tCO
2
e)2 850 887 815 1,385 729
Total employees (#)3 20,261 18,869 19,744 19,347 18,618
1. Continuing operations represents Technology Solutions and Logistics. Discontinued operations represents the Retail business and related inter-segment eliminations.
2. Ocado Group has adopted the operational control approach to define our reporting boundary. Where Ocado Group does not have operational control over ORL’s activities,
emissions are excluded from our Scope 1 and 2 reporting.
3. Excludes ORL employees.
242 OCADO GROUP PLC Annual Report and Accounts 2024

Non-financial basis of reporting
The following pages outline the scope, definitions, assumptions and methodology used to calculate various key non-financial
metrics in this Annual Report. This includes our TCFD metrics (see page 74) and 2030 sustainability framework targets (seepage
48).
Our non-financial reporting includes all Ocado Group and wholly-owned subsidiary activities. Unless specifically stated,
ORLhasbeen excluded from the below metrics.
We apply a 5% materiality threshold for restating key prior-year non-financial metrics. This year, we have restated our FY23 Scope
3 emissions for categories 3.1 (purchased goods and services) and 3.2 (capital goods). This restatement reflects a shift from
UK-based ONS emission factors to country-specific EXIO-based factors, which provide greater accuracy and better align with
our global footprint. Category 3.7 (employee commuting) has also been restated to include emissions related to remote working.
Metric Calculation Methodology
GHG emissions
(Scope1,2, and 3)
Our GHG emissions have been calculated in line with the GHG Protocol: A Corporate Accounting and
Reporting Standard (revised edition), developed by the World Resources Institute/World Business
Councilfor Sustainable Development.
Ocado has selected the operational control approach to define our reporting boundary, meaning that
GHGemissions relating to ORL controlled activitiesareexcluded from the Group footprint.
Refer to the Ocado Group “Basis of Reporting” document on our website at https://www.ocadogroup.com/
sustainability/policies-and-disclosures for more information relating to the methodologies, inclusions and
exclusions.
Zero waste to landfill
MHE recycled at
end-of-life
We use an operational control approach to calculate both the percentage of waste sent to landfill and the
percentage of end-of-life Material Handling Equipment (“MHE”) recycled by weight. This includes waste and
decommissioned MHE generated across all Ocado-operated sites for the year, such as CFCs, spokes,
Zooms, offices and other facilities where we have direct operational control.
Waste and recycling data is primarily sourced from actual waste disposal invoices provided by waste
management contractors throughout the year. Where direct data is unavailable, waste is estimated using
floor space or averagewaste per headcount. Data includes all known waste streams, categorised by
disposal method (e.g.landfill, recycling, and anaerobic digestion).
Total waste inclusive of all waste streams has been used as the denominator for our zero waste to landfill
metric and total MHE waste has been used as the denominator for our MHE recycled at end-of-life metric.
ORL food waste per tonne
of food sold
Food waste is measured as a percentage of total food handled for the year. Our food waste percentage is
calculated as the total tonnes of food waste incurred divided by the sum of total tonnes of food product sold,
total tonnes of food redistributed, and total tonnes of food waste incurred.
We define food waste as inedible or unsold edible food not redistributed, disposed of via anaerobic
digestion (“AD”) orincineration. Food waste disposed of through incineration includes an estimated
adjustment to accountfor non-food contamination within food waste bins.
Food product sales are the total tonnage of food products sold, excluding packaging weight.
Food redistribution is edible surplus food that cannot be sold as intended but is redistributed internally
(canteens) or externally (Company Shop, charities).
Ocado Code
trainingcompletion
The Ocado Code training completion rate covers all salaried employees from Technology Solutions
andOcado Logistics. It is calculated as the proportion of employees who have completed the training out of
thoserequired to do so and is based on data from Ocado’s learning management system. Employees
onlong-term leave or who have left before the training deadline are excluded. New joiners are only
includedif their required completion date falls within the reporting period. We have disclosed the
trainingcompletion percentage as at 1 December 2024.
% of Tier 1 suppliers with
EcoVadis Bronze medal
orhigher
We calculate the percentage of Tier 1 supplier spend associated with an EcoVadis Bronze medal or higher by
dividing the total spend on these suppliers by the total spend within our Technology Operations supply
chain, which is predominantly related to spend on grids, bots, totes, peripherals, and installations.
Tier 1 suppliers are defined as those that Ocado has a direct contractual relationship with and who provide
goods and/or services essential to our operations. Supplier sustainability ratings are sourced directly from
EcoVadis, while spend data is obtained from Ocado’s procurement and finance systems.
A supplier qualifies if it holds a valid EcoVadis Bronze, Silver, Gold or Platinum medal during the reporting
period. If a supplier’s rating expires or is pending renewal, its last known rating within the period is used.
Spend incurred during FY24 has been used for calculation purposes.
% of high-risk suppliers
with social audit and no
critical non-
conformances
We calculate the percentage of high-risk supplier spend associated with suppliers that have undergone a
valid social audit and reported no critical non-conformances by dividing the total spend on these suppliers
by the total spend on all high-risk suppliers within the reporting period.
High-risk suppliers are identified though Ocado’s internal risk assessment criteria with audit data sourced
from recognised international standards nominated by Ocado. These standards are either SMETA, BSCI,
SA8000 or RBA audits.
A supplier qualifies if they have completed a valid social audit and have nocritical non-conformances. The
metric is reported as at the end of the reporting period and is subject todata availability, supplier
participation and audit validity.
Spend incurred during FY24 has been used for calculation purposes.
243OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Senior manager ethnicity
andgender diversity
The diversity data set includes all full-time and part-time employees on permanent or fixed-term contracts
across the UK and international locations. This includes employees on long-term leave and is based on the
headcount for Technology Solutions and Ocado Logistics. Employees are included regardless of tenure.
Diversity information is self-reported at the start of employment via Ocado’s HR management system.
Employees have the option to not declare or not consent to data being used for DE&I reporting.
Thisclassification can be updated at any time. ”Prefer Not to Say” and undeclared figures are excluded
fromour reporting calculations.
Senior management is defined as the first level of management directly reporting to the CEO and these
managers’ immediate direct reports excluding admin support roles.
Excluded from the data are agency workers, consultants and third-party staff not directly employed by Ocado.
Diversity metrics have been disclosed as at 1 December 2024.
Employee Net Promoter
Score(“eNPS”)
We measure eNPS using Peakon, our employee listening tool. eNPS is calculated based on responses to
standardised questions with feedback captured from employees across Technology Solutions and Ocado
Logistics. We have disclosed eNPS scores as at 1 December 2024.
Material disruptions
duetoextreme
weatherevents
We define a material disruption as an event that results in financial consequences above £250,000 and
significant enough to trigger an insurance claim during the financial year. These events include damage and
disruptions. Equipment, such as MHE, and the loss of fees due todisruptions atpartner sites are also
included in this definition. The scope for this metric is all spokes, Zooms, offices, Customer Fulfilment
Centres (“CFCs”) and sites that Ocado has operational control over and is responsible for insuring.
CFC Electricity
consumption (kWh/ 100
eaches)
This is calculated using the total electricity consumption (kWh) for UK CFCs (i.e. excluding spoke and Zoom
sites). Electricity consumption is divided by the total number of eaches (a single product item) theUK CFCs
have picked for Ocado Retail and Morrisons during the financial year.
% of van fleet utilising
zero emissions
technology
Our Zero-Emission Vehicle (“ZEV”) fleet percentage is based on the fleet of Ocado Retail Limited and
Morrisons vans we operate. It is calculated by dividing the total number of ZEVs operated by the total
number of Ocado Retail Limited and Morrisons vans we operate.
We have disclosed the ZEV fleet percentage as at 1 December 2024.
% of spend with suppliers
that have emission
reduction targets
Total supplier spend is comprised of supplier spend within our Technology Operations supply chain, which is
predominantly related to spend on grids, bots, totes, peripherals, and installations. This ensures focus has
been placed on the procurement, installation and provision of our MHE and OSP. Suppliers with emission
reduction targets are considered those that have set emission reduction targets (internal or public) to achieve
net zero or to reduce Scope 1, 2, or 3 emissions. We have disclosed the % of spend with suppliers that have
emission reduction targets as at 1 December 2024.
Cost of carbon taxation
onrawmaterial
Cost of carbon taxation includes all carbon taxes that have been levied on Ocado Group during the financial
year. We define carbon taxes as any tax that has been based on the amount of Greenhouse Gases (“GHGs”)
emitted to produce goods or on the carbon content of goods.
Scope and assumptions of climate-related financial impact analysis
The following assumptions have been used when calculating the financial impacts that climate-
related risks and opportunities may have on our business as disclosed on pages 70-72.
includes an increase in energy
prices following the energy crisis in
2021-2022. The baseline spend
data used includes all electricity
consumption (e.g. freezers, chillers,
MHE, lighting) and we have not
apportioned this figure before
performing our analysis.
• Scope of modelling included
UKCFCs only, and not spoke
orZoom sites.
• We assumed no additional
mitigationsare put in place
(e.g.energy efficiency initiatives).
• We have not modelled any change
inenergy consumption due to
growthin our operations.
• Potential financial impact analysis
was performed to the nearest
million (£).
Extreme weather
• Spoke and Zoom sites are not
included in this analysis.
• Assumptions specific to the analysis
performed on each hazard type
were built into the modelling, e.g.
mitigation from governmental flood
defences in certain geographies.
• Estimates of physical asset and
sitecontents value were based
oninsured values, with proxy
valuesallocated for sites which
arenot yet live.
• Estimates of site specific revenue
were based on the number of
modules live or expected at
“golivedate” at an assumed
standard revenue per module.
• Additional assumptions specific
tothe analysis performed on
eachhazard type were built into
thefinancial modelling e.g. the
damage to buildings caused
byextreme events.
• The analysis does not take account
ofsite specific mitigating actions
whenassessing the baseline
financialimpact of the risks.
• Potential financial impact analysiswas
performed tothenearest million (£).
Energy Usage
• We modelled the impact on CFC
electricity costs of changing
electricityusage and prices
underdifferent scenarios.
• Data from Network for Greening the
Financial System (“NGFS”) (GCAM5.3)
and Ocado Group electricity
consumption and cost data were
usedfor our modelling.
• We have modelled the change in
energy price and consumption for
ourUK CFCs utilising our FY22 data
asa baseline. This baseline already
Non-financial basis of reporting continued
244 OCADO GROUP PLC Annual Report and Accounts 2024

Engagement summary
Scope of our assurance
engagement
Whether the following Selected Information for FY24, as indicated by a △ symbol
is fairly presented in the Report, in all material respects, in accordance with the
reporting criteria.
Our assurance engagement does not extend to information in respect of earlier
periods or to any other information included in the Report.
Selected Information • Total Scope 1 GHG Emissions [Metric tonnes CO
2
e]
• Total Scope 2 GHG Emissions (location-based) [Metric tonnes CO
2
e]
• Total Scope 2 GHG Emissions (market-based) [Metric tonnes CO
2
e]
• Total Scope 1 + Total Scope 2 (location-based) GHG Emissions Intensity
[Metric tonnes CO
2
e per 100,000 orders]
• Total Scope 1 + Total Scope 2 (market-based) GHG Emissions Intensity [Metric
tonnes CO
2
e per 100,000 orders]
• Percentage of Females – Senior Management [%]
• Percentage of Ethnic Diversity – Senior Management [%]
• Percentage of Females – Board [%]
• Percentage of Ethnic Diversity – Board [%]
Reporting period FY24 (52-week year: 4
th
December 2023 to 1
st
December 2024)
Reporting criteria • Ocado’s Basis of Reporting (available at: https://www.ocadogroup.com/
sustainability/policies-and-disclosures)
• The GHG Protocol Corporate Accounting and Reporting Standard (WBCSD/
WRI Revised Edition 2015) for Scope 1 and 2 GHG emissions
• The GHG Protocol Scope 2 Guidance (An amendment to the GHG Protocol
Corporate Standard (WRI 2015) for Scope 2 GHG emissions
Assurance standard and level of
assurance
We performed a limited assurance engagement, in accordance with the
International Standard on Assurance Engagements ISAE 3000 (Revised)
‘Assurance Engagements other than Audits or Reviews of Historical Financial
Information’ and in accordance with ISAE 3410 for Greenhouse Gas data issued
by the International Auditing and Assurance Standards Board.
The procedures performed in a limited assurance engagement vary in nature and
timing from and are less in extent than for a reasonable assurance engagement
and consequently, the level of assurance obtained in a limited assurance
engagement is substantially lower than the assurance that would have been
obtained had a reasonable assurance engagement been performed.
Respective responsibilities Ocado is responsible for preparing the Report and for the collection and
presentation of the information within it, and for the designing, implementing and
maintaining of internal controls relevant to the preparation and presentation of
the Selected Information.
ERM CVS’ responsibility is to provide a conclusion to Ocado on the agreed
assurance scope based on our engagement terms with Ocado, the assurance
activities performed and exercising our professional judgement.
ERM Certification and Verification Services Limited (“ERM CVS”) was engaged by Ocado Central Services Ltd (“Ocado”) to
provide limited assurance in relation to the Selected Information set out below and presented in the Ocado Annual Report and
Accounts 2024 (the “Report”).
Independent Limited Assurance Report
245OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

27 February 2025
London, United Kingdom
ERM Certification and Verification
Services Limited
www.ermcvs.com
post@ermcvs.com
Independent Limited Assurance Report continued
The limitations of our
engagement
The reliability of the Selected Information is
subject to inherent uncertainties, given the
available methods for determining,
calculating or estimating the underlying
information. It is important to understand
our assurance conclusions in this context.
Our independence, integrity
and quality control
ERM CVS is an independent certification
and verification body accredited by UKAS
to ISO 17021:2015. Accordingly, we maintain
a comprehensive system of quality control,
including documented policies and
procedures regarding compliance with
ethical requirements, professional
standards, and applicable legal and
regulatory requirements. Our quality
management system is at least as
demanding as the relevant sections of
ISQM-1 and ISQM-2 (2022).
ERM CVS applies a Code of Conduct and
related policies to ensure that its
employees maintain integrity, objectivity,
professional competence and high ethical
standards in their work. Our processes are
designed and implemented to ensure that
the work we undertake is objective,
impartial and free from bias and conflict of
interest. Our certified management system
covers independence and ethical
requirements that are at least as
demanding as the relevant sections of the
IESBA Code relating to assurance
engagements.
ERM CVS has extensive experience in
conducting assurance on environmental,
social, ethical and health and safety
information, systems and processes, and
provides no consultancy related services to
Ocado in any respect.
Our conclusion
Based on our activities, as described below, nothing has come
to our attention to indicate that the Selected Information for
FY24 is not fairly presented in the Report, in all material
respects, in accordance with the reporting criteria.
Our assurance activities
Considering the level of assurance and our assessment of the
risk of material misstatement of the Selected Information a
multi-disciplinary team of sustainability and assurance
specialists performed a range of procedures that included, but
was not restricted to, the following:
• Evaluating the appropriateness of the reporting criteria for
the Selected Information;
• Interviewing management representatives responsible for
managing the Selected Information;
• Interviewing relevant staff to understand and evaluate the
management systems and processes (including internal
review and control processes) used for collecting and
reporting the Selected Information;
• Reviewing of a sample of qualitative and quantitative
evidence supporting the Selected Information at a corporate
level;
• Performing an analytical review of the year-end data
submitted by all locations included in the consolidated FY24
group data for the Selected Information which included
testing the completeness and mathematical accuracy of
conversions and calculations, and consolidation in line with
the stated reporting boundary;
• Conducting visit to Ocado facility in Dordon, UK to further
understand site operations and local reporting systems and
controls;
• Evaluating the conversion and emission factors and
assumptions used; and
• Reviewing the presentation of information relevant to the
assurance scope in the Report to ensure consistency with
our findings.
246 OCADO GROUP PLC Annual Report and Accounts 2024

Glossary
2024 Directors’ Remuneration Policy or
2024 Policy – the Directors’
Remuneration Policy which was
approved by shareholders at the 2024
Annual General Meeting.
Active customer – a customer who has
shopped with Ocado Retail Limited at
Ocado.com within the previous 12 weeks.
Adjusting items – items considered
significant due to their size/nature, not in
the normal course of business or are
consistent with items treated as
adjusting in the prior periods or that may
span multiple financial periods. These
have been classified separately to draw
them to the attention of the reader of the
financial statements.
AEON – AEON Co., Ltd., a company
incorporated in Japan, whose registered
office is at 1–5–1 Nakase, Mihama-ku,
Chiba-shi, Chiba, 261–8515.
AGM – the Annual General Meeting of
the Company, which will be held on
29 April 2025 at 10 am at Buildings One &
Two Trident Place, Mosquito Way,
Hatfield, Hertfordshire, AL10 9UL.
AI – Artificial Intelligence.
AIP – the Annual Incentive Plan for the
Executive Directors and selected senior
managers.
Alcampo – Alcampo S.A., a company
incorporated in Spain under registered
company number C.I.F. A-28581882
whose registered office is at Madrid, c/
Santiago Compostela Sur, s/n (Edificio de
Oficinas la Vaguada) CP.28029 Madrid.
American Depositary Receipts –
securities that have been created to
permit United States investors to hold
shares in non-United States companies
and, in a Level 1 programme, to trade
them on the over-the-counter market in
the United States of America.
AMR – Autonomous Mobile Robot.
Articles – the Articles of Association of
the Company.
ASRS – automated storage retrieval
systems.
Auchan Poland – Auchan Polska Sp.
z.o.o., a company incorporated in Poland,
whose registered office is at ul. Puławska
46, 05-500 Piaseczno.
AutoStore – AutoStore Technology AS, a
company incorporated in Norway, whose
registered office is at Stokkastrandvegen
85, 5578, Nedre Vats, Rogaland, Norway.
Automated Frame Load or AFL – the
part of the MHE that transfers delivery
totes which have been filled with
products ordered by a customer from the
picking operation into delivery frames.
Average basket value – the average
amount shoppers spend in one
transaction.
Average live modules – the weighted
average number of modules that were
fully installed and available for use by our
client partners during the period.
Average orders per week – the average
number of orders per week processed
within CFCs for Ocado Retail Limited.
Average selling price or ASP – product
sales divided by total eaches.
Board – the Board of Directors of the
Company or its subsidiaries from time to
time as the context may require.
Bon Preu – Bon Preu SA, a company
incorporated in Spain, whose registered
office is at Carrer C, 17, 08040
Barcelona.
BRC – British Retail Consortium.
CAGR – Compound Annual Growth Rate.
CAP – Corrective Action Plan.
CBAM – Carbon Border Adjustment
Mechanism.
Client – a client of Ocado Group that has
purchased warehouse automation
products and services offered to
non-grocery customers.
CO
2
e or tCO
2
e – the amount of the
different greenhouse gases, expressed
in terms of the equivalent global warming
potential as carbon dioxide (usually
expressed as a weight in tonnes).
Code – the UK Corporate Governance
Code published by the FRC in 2018, or
the 2024 Code.
Coles – Coles Supermarkets Australia
Pty Ltd, a company incorporated in
Australia, whose registered office is at
800 Toorak Road, Hawthorn East, VIC
3123.
Companies Act – the Companies Act
2006.
Company – Ocado Group plc, a company
incorporated in England and Wales with
company number 07098618, whose
registered office is at Buildings One &
Two Trident Place, Mosquito Way,
Hatfield, Hertfordshire, United Kingdom,
AL10 9UL.
Contribution – Technology Solutions
revenue less Technology Solutions direct
operating costs.
Contribution margin – Technology
Solutions contribution divided by
Technology Solutions revenue.
Corporate website –
www.ocadogroup.com.
CSRD – the EU Corporate Sustainability
Reporting Directive.
Customer Fulfilment Centre or CFC – a
dedicated, highly automated warehouse
used for the operation of the business.
DE&I – Diversity, Equity and Inclusion.
Deloitte – Deloitte LLP, the Group’s
statutory auditor and advisor in respect
of non-audit services.
Direct operating costs (% of live sales
capacity) – the direct costs of running
our OSP CFC estate within Technology
Solutions. Direct operating costs include
engineering, cloud and other technology
direct costs.
Directors – the Directors of the
Company, whose names and biographies
are set out on pages 92-95, or the
Directors of the Company’s subsidiaries
from time to time as the context may
require.
Disclosure Guidance and Transparency
Rules or DTR – the disclosure guidance
and transparency rules made under Part
VI of the Financial Services and Markets
Act 2000 (as amended).
DNED – the Designated Non-Executive
Director for Workforce Engagement.
DMA – double materiality assessment.
DP8 – customer deliveries per
standardised eight-hour shift.
Each – An “each” refers to a single unit of
product.
EBT – Employee Benefit Trust.
EBT Trustee – the Trustee from time to
time of the Employee Benefit Trust,
currently Ocorian Limited.
eNPS – employee Net Promoter Score.
EPS – earnings per share.
ERM – enterprise risk management.
ESG – Environmental, Social, and
Governance.
247OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Glossary continued
ESRS – European Sustainability
Reporting Standards.
ETI – the Ethical Trade Initiative.
Executive Directors – Tim Steiner and
Stephen Daintith. Neill Abrams and Mark
Richardson resigned from their positions
as Executive Directors with effect from
2 February 2024.
FCA – Financial Conduct Authority.
Financial period – the 52-week period,
or 53-week period where relevant,
ending on the Sunday closest to
30 November.
Financial year or FY – see financial
period.
FMCG – Fast-Moving Consumer Goods.
FRC – Financial Reporting Council.
GAAP – generally accepted accounting
principles.
GDPR – General Data Protection
Regulation.
Gross liquidity – cash and cash
equivalents plus unused availability of
revolving credit facility.
Group – Ocado Group plc, its
subsidiaries, significant undertakings
and affiliated companies under its
control or common control.
Groupe Casino or Casino – Casino
Guichard Perrachon SA, a company
incorporated in France, whose registered
office is at 24 Rue de la Montat, Saint-
Etienne.
HACCP – Hazard Analysis & Critical
Control Point.
HMRC – His Majesty’s Revenue and
Customs.
HSFE – means Health, Safety, Fire and
Environment.
IAS – International Accounting
Standards.
ICA – ICA Gruppen AB, a company
incorporated in Sweden, whose
registered office is at Svetsarvägen 16,
Solna.
ICE – internal combustion engine.
IFRIC – International Financial Reporting
Standards Interpretations Committee.
IFRS – International Financial Reporting
Standards.
ILO – the International Labour
organisation.
IROs – impacts, risks and opportunities.
ISA (UK & Ireland) – International
Standard on Auditing in the United
Kingdom and Ireland.
ISF – in-store fulfilment.
Jones Food Company or Jones Food or
JFC – Jones Food Company Limited, a
company incorporated in England and
Wales with company number 10504047,
whose registered office is at Old Forge
Place, Lydney GL15 5SA.
KPI – key performance indicator.
Kroger – The Kroger Co., a company
incorporated in the United States of
America, whose registered office is at
1014 Vine Street, Cincinnati, Ohio.
LGV – large goods vehicle.
Listing Rules – the UK Listing Rules
made by the FCA under Part VI of the
Financial Services and Markets Act 2000
(as amended).
Lotte Shopping or Lotte – Lotte
Shopping Co., Ltd, a company
incorporated and registered in the
Republic of Korea with registered
number 5298500774 whose registered
office is at Lotte World Tower, 26th floor,
300, Olympic Street, Songpagu, Seoul,
Republic of Korea.
Marks & Spencer or M&S – Marks &
Spencer Group plc, a company
incorporated in England and Wales with
company number 04256886, whose
registered office is at Waterside House,
35 North Wharf Road, London, W2 1NW,
or one of its subsidiaries.
McKesson or McKesson Canada –
McKesson Canada Corporation, a
company incorporated in Canada and
whose registered office is at 4705 Dobrin
Street, Montreal, Quebec, H4R 2P7.
MHE – material handling equipment.
MHE JVCo – MHE JVCo Limited, a
company incorporated in England and
Wales with company number 08576462,
jointly owned by Ocado Holdings and
Morrisons, whose registered office is at
Buildings One & Two Trident Place,
Mosquito Way, Hatfield, Hertfordshire,
United Kingdom, AL10 9UL.
Morrisons – Wm Morrison Supermarkets
Limited, a company incorporated in
England and Wales with company
number 00353949, whose registered
office is at Hilmore House, Gain Lane,
Bradford, West Yorkshire, BD3 7DL.
Morrisons.com – Morrisons’ online retail
business.
MWh – megawatt-hour.
Net finance cost –finance costs less
finance income. Finance costs are
composed primarily of interest on
borrowings and lease liabilities. Finance
income is composed principally of bank
interest.
Net zero – a target to completely negate
greenhouse gases produced by an
organisation, predominantly through the
actual reduction of the emissions, but
with a small amount covered by other
methods such as offsetting.
Net zero roadmap or Net zero
programme – the key programmes of
work needed for the business to achieve
net zero GHG emissions.
Non–Executive Directors – the Non–
Executive Directors of the Company
whose names and biographies are set
out on pages 92-95.
Notice of Meeting – the Notice of the
Company’s AGM.
NOx – nitrous oxide.
NPS – net promoter score.
Number of modules live – modules that
are fully installed and available for use by
our partners.
Modules ordered – the maximum
capacity of sites for which a contractual
agreement has been signed with a
partner and an invoice has been issued
for the associated site fees.
Ocado.com – the Group’s online retail
business serviced from the Ocado.com
website and excludes the Zoom by
Ocado business.
OGRP – On-Grid Robotic Pick.
Ocado Re:Imagined or Re:Imagined – a
series of innovations and changes to the
technology powering our Ocado Smart
Platform (OSP).
Ocado Retail Limited, Ocado Retail or
ORL – Ocado Retail Limited, a joint
venture between Ocado Holdings
Limited and Marks and Spencer Holdings
Limited, which is incorporated in England
and Wales, and whose registered office
is at Apollo Court, 2 Bishop Square,
Hatfield Business Park, Hatfield,
Hertfordshire, United Kingdom, AL10
9NE.
248 OCADO GROUP PLC Annual Report and Accounts 2024

Ocado Smart Platform or OSP – the
end-to-end solution for operating online
in the grocery market, which has been
developed by the Group.
OECD – the Organisation for Economic
Co-operation and Development.
Operating costs – all costs incurred in
the continuing operations of the group.
Panda – Panda Retail Company, a
company incorporated in Saudi Arabia,
whose registered office is at Ash Shati
Dist, Taha Khusaifan Street, Jeddah.
Participants – eligible staff who
participate in one of the Groups’
employee share schemes.
Partner – a client of Ocado Group that
has purchased the Ocado Smart
Platform Solution or part of the OSP
Solution to deliver their operations.
PM – particulate matter.
PSP – Performance Share Plan.
PwC – PricewaterhouseCoopers LLP, the
Group’s external advisor on
remuneration.
QBRs – Quarterly Business Reviews.
RBA – the Responsible Business Alliance.
RCF – revolving credit facility.
RECs – renewable energy certificates.
REDI – Religious Equity, Diversity and
Inclusion.
ROI – return on investment.
RSP – Restricted Share Plan.
SBTi – Science Based Targets initiative.
Senior unsecured notes or notes – the
Company’s offerings of £500m senior
secured notes due 2026, and of £450m
senior secured notes due 2029.
Senior unsecured convertible bonds or
convertible bonds – the Company’s
offerings of £600m senior unsecured
convertible bonds due 2025 at a coupon
of 0.875% and an issue price of 100.0%,
of £350m senior unsecured convertible
bonds due 2027 at a coupon of 0.750%
and an issue price of 100.0%, and of
£250m senior unsecured convertible
bonds due 2029 at a coupon of 6.500%
and an issue price of 100%.
Shareholder – a holder of ordinary
shares of the Company.
SID – Senior Independent Director.
SIP – Share Incentive Plan.
SPP – Employee Share Purchase Plan.
SKU – stock-keeping unit; that is, a line of
stock.
SOC – System and Organisation
Controls, as defined under the
Association of International Certified
Professional Accountants Trust Services
Principles and Criteria.
Sobeys – Sobeys Inc., a wholly-owned
subsidiary of Empire Company Limited
incorporated in Canada, whose
registered office is at 115 King Street,
Stellarton, Nova Scotia.
Spoke – the trans-shipment sites used
for the intermediate handling of
customers’ orders.
STEM – Science, Technology,
Engineering and Maths.
Stem time – the time from when a driver
leaves the CFC/spoke until the driver
makes the first delivery.
Substitution – an alternative product
provided in place of the original product
ordered by a customer.
TCFD – the Task Force on Climate-
related Financial Disclosures.
TSR – Total Shareholder Return, the
growth in value of a shareholding over a
specified period, assuming that
dividends are reinvested to purchase
additional units of the stock.
UNGP – the UN Guiding Principles on
Business and Human Rights.
UPH – average units picked per labour
hour.
USDAW – the Union of Shop, Distributive
and Allied Workers.
VCP – Value Creation Plan.
Webshop – the customer-facing
internet-based virtual shop accessible
via the website www.ocado.com.
WRAP – the Waste & Resources Action
Programme.
ZEVs – zero-emission vehicles.
Zoom by Ocado or Zoom – Zoom by
Ocado, the Group’s immediacy delivery
offering.
249OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Shareholder Information
Analysis of share register at 1 December 2024
By type of holder Total no. of holdings Percentage of holders Total no. of shares
Percentage of issued
share capital
Non-Corporate bodies 960 62.70 6,717,653 0.81
Institutions and others 571 37.30 826,581,640 99.19
By size of holding
1 – 500 559 36.51 97,164 0.01
501 – 1,000 171 11.17 130,588 0.02
1,001 – 10,000 419 27.37 1,458,947 0.18
10,001 – 100,000 180 11.76 7,092,743 0.85
Over 100,000 202 13.19 824,519,851 98.94
Total 1531 100.00 833,299,293 100.00
The Company’s Annual General Meeting 2025
The AGM will be held on 29 April 2025 at 11:00 am at the Company’s registered office, Buildings 1 & 2, Trident Place, Hatfield, AL10
9UL. Further details can be found in the Notice of Meeting sent to shareholders, which is also available on our website:
https://www.ocadogroup.com/investors/shareholder-information?year=2024.
Shareholder queries
Please contact our Registrar, Computershare, directly for all enquiries about your shareholding:
Online: www.investorcentre.co.uk (you will need your shareholder reference number which can be found
onyoursharecertificate)
By telephone: 0370 707 1080. (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open 8.30 am to 5.30 pm GMT,
Monday to Friday excluding public holidays in England and Wales.)
By post: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom.
Electronic shareholder communication
We encourage our shareholders to opt for electronic communications t. This has a number of advantages for the Company and
itsshareholders. Increased use of electronic communications will reduce our impact on the environment. It also delivers savings
to the Company in terms of administration, printing and postage costs, as well as increasing the speed of communication and
provision of information in a convenient form.
If you would like to receive notifications by email, you can register for an account via the Investor Centre:
www.investorcentre.co.uk, or you can notify our registrars by post by writing to Computershare using the address above.
Pleasenote that if you hold your shares corporately or in a CREST account, you are not able to use the Investor Centre
toinformus of your preferred method of communication.
ADR administration
Ocado Group plc operates an American Depositary Receipts programme. ADRs are traded on the over-the-counter market
underthe symbol OCDDY. One ADR represents two ordinary Ocado shares. BNY Mellon maintains the Company’s ADR register.
Ifyou have any enquiries about your holding of Ocado ADRs, you should contact BNY Shareowner Services, 150 Royall St.,
Suite101 Canton, MA 02021. Telephone: 1-866-259-0336 (US toll free), international callers: +1 201-680-6825.
Alternativelyvisithttps://www.adrbny.com/ or email shrrelations@cpushareownerservices.com.
250 OCADO GROUP PLC Annual Report and Accounts 2024

Financial calendar*
27 February 2025 FY24 Full-Year Results
29 April 2025 Annual General Meeting
* Dates are provisional
Company information
Registered office: Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire
United Kingdom
AL10 9UL
Company number: 07098618
Company Secretary: Neill Abrams
Independent Auditor: Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Warning about share fraud
Shareholders should be aware that they may be targeted by certain organisations offering unsolicited investment advice or the
opportunity to buy or sell worthless or non-existent shares. Should you receive any unsolicited calls or documents to this effect,
you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is
authorised by the United Kingdom Financial Conduct Authority (“FCA”) and doing further research.
If you are unsure or think you may have been targeted you should report the organisation to the FCA. For further information,
please visit the FCA’s website at www.fca.org.uk/scamsmart/share-bond-boiler-room-scams, use the contact form at
https://www.fca.org.uk/contact#contact-form or call the FCA consumer helpline on 0800 111 6768 if calling from the
UnitedKingdom or +44 20 7066 1000 if calling from outside the United Kingdom.
Share price information
The Company’s ordinary shares are listed on the London Stock Exchange. The price of the Company’s shares is available
onthecorporate website at www.ocadogroup.com. This is supplied with a 15-minute delay to real time.
Donating shares to charity – ShareGift
Small numbers of shares, which may be uneconomic to sell, can be donated to ShareGift, the share donation charity. ShareGift
transfers these holdings into their name, aggregates them, and uses the proceeds to support a wide range of UK charities.
Ifyouwould like further details about ShareGift, please visit www.Sharegift.org, email help@sharegift.org or telephone the
charity on 020 7930 3737.
251OCADO GROUP PLC Annual Report and Accounts 2024
Strategic Report Additional InformationFinancial StatementsGovernance

Forward-looking Statements
Certain Statements made in this Annual Report are Forward-looking Statements. Such Statements are based on current
expectations, forecasts and assumptions and are subject to a number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or results expressed or implied in these Forward-looking Statements.
They appear in a number of places throughout this Annual Report and include Statements regarding the intentions, beliefs or
current expectations of the Directors concerning, amongst other things, the Group’s results of operations, financial condition,
liquidity, prospects, growth, objectives, strategies and the business. Nothing in this Annual Report should be construed as a profit
forecast. All Forward-looking Statements in this Annual Report are made by the Directors in good faith based on the information
and knowledge available to them as at the time of their approval of this Annual Report. Persons receiving this report should not
place undue reliance on Forward-looking Statements. Unless otherwise required by applicable law, regulation or accounting
standard, the Group does not undertake any obligation to update or revise publicly any Forward-looking Statements,
whetherasaresult of new information, future events, future developments or otherwise.
All intellectual property rights in the content and materials in this Annual Report vests in and are owned absolutely by Ocado
unless otherwise indicated, including in respect of or in connection with but not limited to all trademarks and the Report’s design,
text, graphics, its selection and arrangement.
“Ocado, Changing the way the world shops, for good” is a trademark in the UK only and is in the name of Ocado Innovation Limited.
Shareholder Information continued
CBP029667
The paper is Carbon Balanced with World Land Trust,
aninternational conservation charity, who offset carbon
emissions throughthe purchase and preservation of high
conservation value land.
Through protecting standing forests, under threat of clearance,
carbon is locked in that would otherwise be released.
Theseprotected forests are then able to continue absorbing
carbon from the atmosphere,referred to as REDD (Reduced
Emissions from Deforestation and forest Degradation). This is
now recognised as one of the most cost-effective and swiftest
ways to arrest the rise in atmospheric CO
2
and global warming
effects. Additional to the carbon benefits is the flora and fauna
thisland preserves, including a number of species identified at
risk of extinction on the IUCN Red List of Threatened Species.
This document is printed on Revive Silk 100 which is made
from100% Recycled pulp and post-consumer waste paper.
This reduces waste sent to landfill, greenhouse gas emissions,
as well as the amount of water and energy consumed.
The FSC® label on this report ensures responsible use of the
world’s forest resources.
252 OCADO GROUP PLC Annual Report and Accounts 2024

Registered office
Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire
AL10 9UL
United Kingdom
Consultancy, design and production
www.luminous.co.uk

Ocado Group plc
Buildings One & Two,
Trident Place, Mosquito Way,
Hatfield, Hertfordshire AL10 9UL,
United Kingdom
Tel:+44(0) 1707 227800
Fax+44(0) 1707 227999
www.ocadogroup.com