ASOS Plc Annual Report and Accounts 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Our mission is to be

the world’s number

one fashion destination

for fashion-loving

20-somethings.

We are customer-ﬁrst

Our behaviours

We are in it together

We are honest and transparent

We bring our authentic self

to work

We inspire

We move fast and innovate

at speed

We keep it simple and lead

with data

We take ownership and aim

for excellence

Our values

Creative

Deliver

We challenge each other

(with kindness)

We aim high

Brave

Authentic

MEN

ﬁ

Our behaviou

wit

for

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC REPORT

02 Our mission, values and behaviours

03 Contents

04 ASOS brands and labels

06 Partner brands

08 2024 highlights

09 Chair’s statement

10 Chief Executive Ofﬁcer’s statement

12 Business model

14 Strategic review

18 Our people

22 Stakeholder engagement

28 Fashion with Integrity

34 Task Force on Climate-related

Financial Disclosures

46 Streamlined Energy & Carbon Reporting

54 Key performance indicators

56 Financial review

62 Risk management at ASOS

64 Principal risks and opportunities

70 Long-term viability statement

GOVERNANCE REPORT

72 Board of Directors

76 Management Committee

78 Corporate Governance Report

90 Nomination Committee Report

94 Sustainability Committee Report

96 Audit Committee Report

102 Directors’ Remuneration Report

104 Annual Report on Remuneration

116 Directors’ Report

119 Non-ﬁnancial and sustainability

informationstatement

120 Statement of Directors’ responsibilities

FINANCIAL STATEMENTS

122 Independent Auditors’ Report to the

members of ASOS Plc

130 Consolidated Income Statement

131 Consolidated Statement of

Comprehensive Income

132 Consolidated Balance Sheet

133 Consolidated Statement of Changes in Equity

134 Consolidated Cash Flow Statement

135 Notes to the Consolidated Financial

Statements

180 Company Balance Sheet

181 Company Statement of Changes in Equity

182 Notes to the Company Financial Statements

186 Related Undertakings of the ASOS Group

188 Alternative Performance Measures (APMs)

194 Company Information

195 Shareholder Information

We believe in a world where you have the

freedom to explore andexpress yourself

without judgement, no matter who you are

or where you’re from. That is why our purpose

is to give fashion-loving 20-somethings the

conﬁdence to be whoever they want to be.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

ASOS brands

and labels

Our largest in-house brand,

designed and sold exclusively

for ASOS.com. Serving up all the

major trends of the season for

our fashion-loving 20-somethings,

this is the go-to destination for

your fashion ﬁx. We create

trends, head to toe looks and

the ultimate pieces for your

wardrobe.

As our in-house premium brand,

we create timeless essentials

andunique occasion pieces with

afeminine slant. From the perfect

white tee to ﬂoor-sweeping

showstoppers, everything is

designed, draped and pattern cut

in-house. Elevated but accessible

too, in sizes 4-30. It’s all in the

detail. Bold embellishments,

hand-painted prints, clean lines,

premium fabrics. Craftsmanship

and considered design run

through every piece.

Asos Luxe is serving elevated

glam looks for those “standout”

moments. Whether it’s a

birthday outﬁt or a poolside

look – ASOS Luxe is the

go-to brand for making a

showstopping entrance.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Leading fashion authority. Iconic

brands deeply rooted in fashion

and culture alike. The creative

direction ensures the brand

heritage is cherished and evolved

into the new era, remaining

relevant to our customers.

Miss Selfridge is about embracing your

vibe with effortless feminine dreamy

casual silhouettes, designed for a new

generation. Soft girl meets blends of

heritage boho with a fresh girl next

door aesthetic. We take the latest

trends and make them fun, wearable

and a representation of you.

Weekend Collective is the brand that

personiﬁes off-duty glam leisurewear.

Our range of quality everyday

essentials are perfect for the “it”

girl of today, focusing on signature

logo branded pieces.

A brand for the coming of age,

created for a new generation,

pioneered for everyone. Collusion

is diverse, authentic, fashion

creditable and is competitively

priced, delivering good quality.

At the heart of the brand is

inclusivity.

4505 is our in-house activewear

brand that covers your everyday

uniform of workout essentials

across studio, gym, run and

winter sports. Inspired by the

latest workout trends and

culture,our fashion forward

active product is designed for

functionality, performance,

andversatility – it’s everything

you need to keep you motivated,

looking great, and feeling great on

your wellness and ﬁtness journey.

Throwing it back to past eras, inspired

by nostalgia, encouraging individualism

and creativity. Each piece is created

to be loved, worn and worn again, ﬁlling

your wardrobe with eclectic favourites

and forever pieces.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Partner brands

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Face + Body

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Revenue

£2.9bn

2023: £3.5bn

Operating (loss)

(£331.9m)

2023: (£248.5m)

2024

highlights

67.2m

2023: 83.7m

Total orders

2023: £40.33

Net average basket value

£41.07

2023: 2.7bn

2.3bn

Total visits

We invested in impactful marketing activity

including our ﬁrst-ever ASOS pop-up shop,

as well as brand partner and ASOS Media

Group initiatives with the likes of adidas,

Nike, On Running, and Sol de Janeiro.

Plus, we’ve grown our gifted inﬂuencer

base to c.1,500 inﬂuencers across

the UK, US and EU – all helping us grow

our connection with our customers.

We rolled out AI tools to improve productivity

and efﬁciency across the business – including

better demand forecasting, data-driven

decision-making, and testing a customer-

facing AI Stylist – all adding to our use of AI

for the billions of product recommendations

we deliver to our customers every day.

We enhanced our customer experience

with improvements to sizing, how we display

products, and greater use of videos and

360 imagery. We reduced our returns

rate,while continuing to make free returns

available to all customers in all our core

markets subject to our fair use policy.

Reaching our

community of

fashion lovers

We launched our new Buy the Look feature, allowing customers

to shop for entire outﬁts curated by ASOS in one click. Over

124,000 Looks have been created to date, with c.14 million

unique visitors to ASOS interacting with the feature since

itlaunched, driving higher basket size and value.

Building a destination for style

Our Test & React programme, which brings

product from design to site in less than three

weeks, met its FY24 target with over 10%

of own-brand sales. We introduced over

50new partner brands including customer

favourites like Veja, TALA, Hugo Blue, Murci,

and Laneige. Plus, we’ve expanded Partner

Fulﬁls to reach c.5% of Gross Merchandise

Value across c.100 brands, bringing customers

even greater breadth and depth of products,

fulﬁlled directly by our brand partners.

Delivering the best product

Using data and AI

Reducing cost to serve

pact

ul marketing activity

t-ever ASOS p

op-

sho

partner and A

SOS

Media

with the likes o

adidas,

, and Sol de Janeiro.

n our gi

ted in

ﬂ

uencer

inﬂuencers across

U – all helpin

row

custo

£80.1m

Adjusted EBITDA

2023: £124.5m

1 Adjusted EBITDA is an alternative

performance measure. Refer to pages 188 to

193 for reconciliation to statutory measures.

19.6m

2023: 23.3m

Active customers

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

FY24 was about delivering on the next stage of ASOS’ Driving Change

agenda, and accelerating the transition to becoming a faster, more

agile, and more proﬁtable business. Some of these changes

haveimpacted revenue growth in the short-term, but we have made

considerable progress towards becoming a business that can deliver

sustainably proﬁtable growth in the future.

A detailed analysis of our performance in the year is contained in

the following pages, but I am pleased that ASOS has delivered on

its proﬁtability and strategic targets for the year.

Notably:

• Delivering positive adjusted EBITDA of £80.1m, and reaching a

second half adjusted EBITDA margin of 6.9%, despite signiﬁcant

volume de-leverage.

• Reducing the cost to serve through fundamental efﬁciency

improvements, particularly across both our ﬁxed and variable

warehousing and distribution costs.

• Reducing stock levels by c.30% since the start of the year as a result

of more disciplined buying and strong clearance through ASOS.com

and third-party channels.

• Further embedding a faster stock model and improving speed to

market, including achieving our target of scaling Test & React to

>10% of own-brand sales, bringing product from design to site within

three weeks.

• Scaling ﬂexible models to bring customers even greater breadth and

depth of products, including doubling our ﬂexible fulﬁlment business

to c.5% of third-party GMV

across c.100 brands.

• Reviewing and revising our approach to Fashion with Integrity to

ensure we’re aligning with the latest best practice, focusing on

the right issues, and preparing the business for future regulation.

• Strengthening our balance sheet by improving our ﬁnancial ﬂexibility

through our re-ﬁnancing and demonstrating our efﬁcient and

disciplined capital allocation with the recent Topshop and Topman

joint venture

in early FY25.

Chair’s

statement

”FY24 was about delivering on the

next stage of ASOS’ Driving Change

agenda, and accelerating the transition

to becoming a faster, more agile,

and more proﬁtable business.”

Jørgen Lindemann

Chair

• Reinvigorating our company leadership, both at the Management

Committee and Board levels.

I would like to thank our ASOSers for their hard work and passion

which are the driving force behind the considerable progress ASOS

has made over the last 12 months, and our shareholders for their

support. I would also like to take this opportunity to thank Mai Fyﬁeld

who stepped down from the Board on 7 February 2024 and welcome

the new Board members who have joined us during the year.

More details on our Board changes are included on pages 90 to 91.

Our Right to Win comes from leveraging our unique capabilities –

having the best product, providing a destination for style, having

a compelling and distinct brand, offering competitive convenience,

andall underpinned by disciplined capital allocation. Having the best

product is at the heart of this ﬂywheel and, following two years

of signiﬁcant focus and hard work, we leave FY24 with stock in the

best position it has been in many years. At the same time, we’ve

fundamentally improved the foundations of our business to be able

to deliver sustainably proﬁtable growth. This transition away from our

old operating model while scaling our new commercial model has been

our greatest challenge over the last two years, but it now represents

our greatest opportunity. Fashion has the power to excite and inspire,

and into FY25, we look forward to providing our c.20m customers with

a market-leading destination for style.

Jørgen Lindemann

Chair

5 November 2024

1 Gross Merchandise Value.

2 The arrangement with Heartland, whilst referred to as a joint venture throughout

thisreport, will be accounted for as an associate, as detailed in Note 30 of the

FinancialStatements.

This journey of rebuilding ASOS started two years ago. In previous

letters, I’ve described some of the challenges facing the business and

some of the actions we’re taking to build ourselves back faster, more

agile, and better able to serve our fashion-loving 20-something

customers. We know that by having the most exciting product, by

focusing on inspiration over transaction, by providing an exciting

customer journey enabled by a fast and agile operation, we can build

asustainable, proﬁtable business and return to growth.

From the start of this journey, we’ve been determined to take the

‘medicine’ required and face our problems head on, even when it has

been painful or unpopular. I’d like to describe that journey – what

we’vedone as well as what’s next – and why I’m more conﬁdent than

ever that we’re on the right path to be the number one destination

forfashion-loving 20-somethings.

What have we achieved so far?

Since October 2022, with our Driving Change agenda, we were

determined to make ASOS a healthy business ensuring that our

operations were efﬁcient and effective, and that all our efforts were

creating value for our customers, our brand partners, our ASOSers and

our shareholders. Internally, I spoke about this as a two-step plan: starting

with ‘Back to Basics’, which was about bringing stability and laying solid

foundations both operationally and ﬁnancially, and ‘Back to Fashion’ which

is focused on recapturing the hearts and minds of our target customers.

ASOS needed time to cleanse and rebuild – such a transformation could

only be built over a disciplined revision of everything we do, bringing

arefreshed level of rigour to each process in our value creation chain.

Onlythen would we be in a position to grow again.

At the core of this process has been the transformation of our stock

model and we can be proud that today our stock is in the strongest

position it has been for many years. Two years ago, we had far too

much inventory – c.£1bn for c.£4bn of sales, with a very large intake of

new inventory arriving over the following year. We faced the problem

head on and cut intake dramatically, we restructured the way that we

buy, we prioritised speed and net realised margin, we incubated new

commercial models like Test & React, which we have scaled to over 10%

of our own brand mix, and scaled our ﬂexible fulﬁlment models –

Partner Fulﬁls and ASOS Fulﬁlment Services – to c.5% of partner

brand Gross Merchandise Value (GMV).

We have reduced stock levels by c.50% over the last two years, and

completely refreshed our offering now with c.80% of fashion stock

being product that has been on site for less than six months. We’ve also

fundamentally restructured the way we buy and manage our inventory

so that we never ﬁnd ourselves back in such a heavily overstocked

position. At the same time, we’ve cut our over-reliance on discounting

and built a business focused on selling the best fashion at full-price.

This has helped us attract exciting new brands for our customers like

Arket, Laneige and Veja, all joining in recent months.

We have cleansed our logistics operation, rationalising excess space to

increase efﬁciency, rebuilding our processes with increased visibility

and speed to bring our customers a better experience. Over the last

two years we have improved our missed customer delivery promise

byhalving the share of parcels delivered late. We transformed our

performance marketing model, removing inefﬁcient spend to increase

return on advertising spend (ROAS) by +18% in Q4.

We rethought the economics of our international markets last year

and all of our markets now deliver a positive contribution proﬁt, with

dedicated efforts in North America to restore proﬁtability. In order

toachieve this, we had to make changes to our propositions targeted

at unproﬁtable customers and revenues. This resulted in a shrinking

ofthe business, but was the right decision so that we can build from

thestrongest possible foundations.

We also continued the evolution of our leadership team to prepare for

the next phase of our journey. We welcomed Anthony Ben Sadoun as

Executive Vice President (EVP) Digital Product in February, Dave

Murray as Chief Financial Ofﬁcer in April, and Ras Vaghjiani as EVP of

People Experience in July. We also welcomed Rishi Sharma as Interim

General Counsel and Company Secretary in May (Emma Whyte is on

maternity leave) and Hugh Williams as Interim EVP Technology in June.

Chief Executive

Ofcer’s statement

“From the start of this journey, we’ve been

determined to take the ‘medicine’ required and

face our problems head on, even when it has been

painful or unpopular. I’d like to describe that

journey – what we’ve done aswell as what’s next

– and why I’m more conﬁdent than ever that we’re

on the right path to be the number one destination

forfashion-loving 20-somethings.”

CEO

José Antonio Ramos Calamonte

GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

In recent months, we have seen signs that the changes we have

implemented are starting to bear fruit. We have seen a consistent

evolution on Key Performance Indicators (KPIs) with 24% growth in

sales of new product over the last 3 months from 6% higher stock,

30% faster stock turn, and variable contribution margin up c.4ppts.

InSeptember, we also delivered a major milestone in this journey with

the strengthening of our balance sheet through the formation of a

Topshop Topman joint venture and our successful reﬁnancing, bringing

to ASOS the right level of balance sheet ﬂexibilityto complete this

journey.

What’s next?

As we enter FY25, we now feel that the major blocks of our foundations

are largely built. While we will maintain our obsession with operational

efﬁciency and speed, our focus shifts to relentlessly improving on the

pillars of our “Right to Win” – the best & most relevant product, being

adestination for style, delivering an engaging customer journey and

competitive convenience. Clearly, the logical consequence of completing

this journey will be to bring the company back to revenue growth, but

thismust be sustainable, proﬁtable growth. In the past, ASOS’ growth

was built over an ambitious geographic expansion, with a wide base of

customers globally, but a relatively small share of wallet. In my opinion,

the future growth of ASOS should be built over different pillars – with

agreater focus on share of wallet from our core customers in our

coremarkets.

Our ultimate goal is to delight our customers so much that they give us

more of their time, love, and fashion spend. We believe this is the best

way to build a good economic business and cannot be delivered through

a solitary action, but by putting customers at the heart of everything we

do. Internally, we now talk about our growth strategy by planting seeds.

We want to model bamboo, with strong roots that ﬁrst grow deep

andallow the plant to then grow sustainably for many years, and stay

strong. These seeds can be something as small as a new feature on our

site such as Buy the Look (which 14m customers engaged with last year)

orthe addition of an exciting new brand. And we have begun to develop

aculture of innovation, instilling in our teams the desire to plant seeds,

minimising risk by testing before committing.

We have already begun planting the seeds that will underpin the next

chapter of our transformation. Test & React transforms our own brand

model to ensure we are the ﬁrst place that customers can access the

best product. Our shift from performance marketing to social media &

inﬂuencer marketing, which we’ve already scaled to working with c.1,500

inﬂuencers per month over the last year, ensures we can communicate

our fashion message efﬁciently and consistently off-site as well as

on-site. We’re excited to re-launch Topshop.com which will provide

customers a destination for the brand beyond the current ASOS

ecosystem. Following the appointment of our ﬁrst EVP of Digital Product,

we have also begun transforming our Technology and Digital Product

models, simplifying our structure, reorganising into smaller, autonomous

units aligned to customer focus areas. We’re adding 100 software

engineers, increasing our capacity by 25% to empower faster innovation

of our on-site customer experience with the cost off-set through the

simpliﬁcation of our structure.

Understandably, we will be asked by analysts or investors, “when will

ASOS grow again?” so I wanted to share my framing here. At ASOS

wehave to focus on the inputs – which for the last two years has been

weighted towards taking the painful medicine of reducing stock, exiting

unproﬁtable activities and the disciplined revision of everything we do.

As we move into Phase 2 of our journey, the year ahead and beyond

willbe increasingly weighted towards taking actions that delight our

customers to win more of their time, love and fashion spend. However,

from experience we know that exactly when that results in growth

inrevenue is not something we should try to manage. We could, for

example, decide to grow next month by re-engaging promotional

marketing or discounting product, but that would not be in the long-term

interests of the business. We want to spend our time and energy building

experiences that deserve for our customers to say “wow”. We will do

things in the right way and we’re going to be patient. We have already

seen the green shoots in the performance of our new stock in recent

months, providing conﬁrmation that we have taken the right action

forour customers.

While there is still work to do, I am energised by the progress we have

made so far and am excited for the next stage of our journey. I am

absolutely convinced that ASOS can grow again, that we have

something incredibly unique to offer our customers, and that we now

have the right team, the right foundations and the necessary rigour,

passion and the energy to do so.

José Antonio Ramos Calamonte

Chief Executive Ofﬁcer

5 November 2024

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Business model

Operational excellence

in all parts of our business, from buying and managing stock

through the value chain to our products arriving with our

customers, all underpinned by our commitment to Fashion

with Integrity.

Our tech and data

with continuous innovation at the right level of cost.

Our international model

which efﬁciently allocates capital to generate the best returns

from our overseas operations, inﬂuencing decisions such as

the degree of localisation in the assortment to the level of

investment in marketing in non-UK markets.

Our people, culture and values

with a refreshed leadership team, a strong Board and disruptive

mindset at all levels of the business, and a focus on driving positive

change, diversity, equity and inclusion forall our people.

Disciplined capital allocation

Our distinct model is enabled by disciplined allocation of capital with a focus on four key areas:

Our proposition is unique in the world of mass market fashion, set apart from peers by the combination of our

strategic priorities:

Our right to

win

The best and most

relevant product

from both exclusive own brands manufactured

to strong ethical standards, and a curated

assortment from selected partner brands

which resonate with our target audience.









A compelling and

distinctbrand

famous for fashion, with widespread recognition,

a clear point of difference, and a high level of

engagement with our customers.

A destination for style

with items from different brands styled into

outﬁts, in context, and in our differentiated

visual language.

Competitive convenience

offering a delivery, returns and payment

experience at least comparable with our best

competitors.

5

ASOS is a leading global destination

for fashion-loving 20-somethings,

with 20m active customers

in over 200 markets worldwide.

GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Stakeholder engagement on pages 22 to 27.

Financial review on pages 56 to 61.

Creating stakeholder value

Delivering on our right to win creates value for our stakeholders.

Our Customers

Our Shareholders

who beneﬁt from access to quality fashion at an attractive

price, a market-leading selection of brands and inspirational,

targeted styling.

who will beneﬁt from a focus on delivering proﬁtable

growthand sustainable cash generation through the

efﬁcientallocation ofcapital.

Our ASOSers Our Communities

who are empowered to contribute, learn, and grow through

our open and entrepreneurial culture.

both through our work on human rights and modern slavery

inpartnership with NGOs and unions in our sourcing countries,

and through the ASOS Foundation and long-term charity

partnerships aimed at breaking down barriers for young

people by instilling conﬁdence and unlocking talent.

Our Suppliers

with whom we collaborate to foster trusted, mutually

beneﬁcial partnerships over the long term and support

incontinuous improvement to meet our FWI standards.

Our Brand Partners

who gain access to a large, global and often hard-to-reach

customer base as well as the ﬂexibility to work with us under

arange of different models, including our direct-to-consumer

offering, and the opportunity to work and learn from other

brands on sustainability and ethical trade.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Strategic review

Our mission is to be the number one destination

for fashion-loving 20-somethings. We know that

by having the most exciting product, by focusing

on inspiration over transaction and by providing

anexciting customer journey enabled by a fast

and agile operation, we canbuild a sustainable,

proﬁtable business and return to growth.

What have we achieved?

ASOS is unequivocally a faster, more agile and

more efﬁcient business than when we started

our Driving Change transformation two years

ago. This has been made possible by a

signiﬁcant effort from ASOSers to deliver

against our strategic priorities.

1. Product is in a great place, through

disciplined stock management and

anobsession with speed

Our mission is to be the world’s number

onefashion destination for fashion-loving

20-somethings. Having the best product

isat the core of our ﬂywheel. We want to

delight our customers with the hottest and

freshest products and brands, at the right

price, delivered in a reliable and consistent

way - great products lead to positive

customer experiences and inspire loyalty.

We can drive better unit economics from

selling full-price products, and a better

return on marketing investment when

directing people to the best product.

Themore efﬁcient we get, the better

theexperience we are able to deliver.

At the core of this process has been the

transformation of our stock model and the

transition to our new commercial model.

Wecan be proud that today our stock

position is in the strongest position it has

been for many years. At the beginning of our

transformation, our stock levels had more

than doubled to over £1bn due to Covid-

related disruption and poor commercial

practices which led to the build-up of old

andaged stock. Over the last two years,

wehave reduced stock levels by c.50% to

£520m and c.80% of our current fashion

stockholding is in product that has been

onsite for less than six months.

This hasn’t been an easy journey, and we

have operated through ‘peak pain’ over FY23

and FY24 as we’ve cleared through high

levels of excess aged inventory built up

under our old operating model, reduced

ourintake of new and exciting product and

shifted to a model ofclearing through any

underperforming stockas we go. During the

second half of the year, we began testing

the removal of the remaining old stock on

oursite to see how it would affect customer

engagement and sales. The trial was a

success:sell through of new stock increased

dramatically, conversion rates improved,

and we almost halved discounting on site.

InQ4, we decided to permanently remove

the remaining excess stock from site, which

we subsequently wrote-down and will clear

through alternative channels. This write-

down mainly relates to stock over 12months

old, andmeans that we ﬁnished FY24 with a

more compelling customer proposition and

the right level of newness toexcite our

customers again. The results are clear. Over

the last 3 months (July-September) sales of

newness increased 24% year-on-year (YoY)

with only 6% more stock, turning 30%

faster, and with c.4ppts higher variable

contribution margin.

Our new commercial model ensures this

build-up of old inventory never happens

again. We have signiﬁcantly improved our

speed tomarket (the lead time between

buying andselling stock), meaning we can

make better choices on our intake. We

focus on selling the best fashion at

full-price and clearing through any

underperforming stock in-season,

improving gross margin, avoiding deeper

discounts, releasing cash to invest innew

GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

1515

stock, and ensuring a better customer

experience by presenting more fresh and

relevant product.

Our market-leading Test & React model is

fundamental to our new commercial model,

bringing product from design to site within

three weeks, ensuring our own brands

always offer the most exciting product and

set the trends for our fashion-loving

customers. Having developed the model

during FY23, wehave now successfully

scaled to more than10% of our own-brand

sales mix at the end of FY24 and remain on

track to scale to 30% over the mid-term.

We test product before ‘reacting’ and

committing to volume. When we do commit,

given the speed to market, we typically

aimto hold just three weeks ofstock,

supporting a cleaner stock proﬁle. Despite

the higher sourcing costs that small batch

sizes incur, the high customer demand and

full-price mix means the product generates

higher gross margin.

Our obsession with speed spans our entire

portfolio, and is indicative of an evolution in

our broader culture. The development of

ﬂexible fulﬁlment models, Partner Fulﬁls and

ASOS Fulﬁlment Services (‘AFS’), enable us

to be more agile in how we collaborate with

our third party brands while bringing our

customers increased width (i.e. expanding

the product range available on the ASOS

platform) and depth (i.e. allowing us to

continue fulﬁlling orders on our bestsellers

when our wholesale stock is depleted). As

planned, we successfully doubled the share

of third-party GMV to c.5% and the number

of brands using ﬂexible fulﬁlment to c.100

over FY24.

2. We’re faster and more agile, after

reducing our cost to serve, removing

waste and improving our use of data

It is critical that we invest in the areas

thatmatter most to our customers.

Wehave simpliﬁed processes and removed

wasted time and cost to reinvest into

productive commercial activities. This has

laid the foundations for future growth

without sacriﬁcing margins – in other

words, to be able to deliver sustainable,

proﬁtablegrowth.

While there are many initiatives driving

improvement, it is worth highlighting our

progress in two particular areas – our

logistics operations and customer returns

– which helped improve our distribution and

warehousing cost ratios by a combined

c.2ppts YoY, despite volume deleverage.

In logistics, we have undertaken a

signiﬁcant transformation rationalising

excess space and re-building our processes

with increased visibility and speed to

bringour customers a better experience.

This was driven by a range of initiatives,

reﬂecting our shift in business culture

prioritising continuous improvements,

suchas:

•

Improved customer experience: Through

better use of granular and near-time data

to identify trends and patterns in our

delivery experience, we have halved the

percentage of orders that were missing our

customer delivery promise over the last

eighteen months, signiﬁcantly improving

our customer experience while reducing

our costs.

•

Warehouse optimisation: We lowered

ourvariable warehousing costs through

increased automation, reducing our labour

cost per unit by c.10%, whilst the reduction

in stock levels has enabled the consolidation

of our warehouse infrastructure, reducing

ﬁxed costs by c.25%.

• Delivery cost efﬁciencies: Through

optimising our delivery partners and

renegotiating contracted rates, we have

lowered our variable delivery costs. The

cessation of split orders from our two UK

distribution centres in H1 FY23, alongside

improved rates from carriers, has further

reduced our distribution costs.

Minimising unnecessary returns remains

acentral focus for ASOS. During our rapid

expansion period, we focused on reducing

thefriction in the returns process to

maximise the customer experience. More

recently, we have turned our attention to

lowering the returns rate and eliminating

needless pain points for our customers. This

has involved making improvements to our

size and ﬁt and how clothing and accessories

are displayed onproduct pages, including

greater use of videos and 360 imagery as

well as introducing AI to better understand

and address reasons for returns, creating a

feedback loop for improvement. As an

e-commerce business, weunderstand that

there is such a thing as ‘good returns’ that

enhance the customer experience, and

wecontinue to offer free returns to all

customers in our core markets. For

customers with an exceptionally high

returnsrate, this is now subject to keeping

to a minimum net order threshold.

There is still work to do in this area, but we

have been pleased to see these initiatives

begin to have a positive impact for our

customers, reducing our underlying returns

rate by more than 1ppt YoY.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Strategic review continued

3. We’re better placed to deliver great

customer experiences

In the past, ASOS built its growth through an

ambitious geographic expansion. This

created a wide base of customers globally,

but with a relatively small share of wallet.

The growth engine of the coming years will

be our core customers in our core markets.

This means strengthening our relationship

with customers, bringing more engagement

and excitement totake a greater share of

wallet and greater penetration of our core

demographic.

In the UK, we have our highest brand

awareness, our greatest penetration of our

core demographic and our highest share of

wallet. On average our UK customers spend

£214 per annum at ASOS and our returning

customers (i.e. excluding customers

acquired during the year) shop on average

seven times per annum. In the initial stages

of our transformation, we saw two clear

headwinds to order frequency and churn:

i)reduction in intake to clear through excess

stock carried forward, meaning less new

andexciting product; ii) heightened levels of

clearance which detracted from the overall

experience and attracted non-core ASOS

shoppers making one-off purchases to take

advantage of discounts being offered.

Outside the UK, our brand awareness is

signiﬁcantly lower as is our order frequency

and average customer spend. In these

markets we have also undertaken a more

signiﬁcant rebalancing of the customer

proposition to invest in the areas that really

matter to our customers. This has meant

ashift away from differentiating through

our delivery and returns proposition and

into product and inspiration. This journey

will take time to bear fruit, but we believe

by creating win-win relationships with our

customers we can both improve our

proﬁtability and grow.

These headwinds also made our marketing

investment less efﬁcient during this

transition, driving trafﬁc towards a

sub-optimal customer experience.

However, we made signiﬁcant optimisations

in our performance media model, allowing

us to reduce investment year-on-year while

delivering a net positive impact on variable

contribution generated through

performance channels. We were able to

identify and remove the tail of inefﬁcient

spend from paid search, social and afﬁliate

channels leading to an increase in media

return on advertising spend (ROAS) at

Group level of +18% in Q4.

Concurrently, we have rebalanced our

marketing investment towards brand

marketing. In order to build lasting, engaged

relationships with our core customers we

need to deliver consistent brand messaging

both on-and-off-site. Having tested a

variety of marketing approaches earlier in

the year, including full funnel campaigns, we

found our always-on inﬂuencer programme

to be the most effective and efﬁcient, which

following successful testing, we scaled to

working with c.1,500 inﬂuencers per month

by the end of the year. This meant we spent

less than the £30m incremental brand

budget initially planned.

In recent months, we have also seen

improved customer engagement. As we

have removed clearance stock from our site,

increased newness and rolled out our social

media and inﬂuencer marketing programme,

we have seen improving customer

reactivations and retention. As we

haveimproved the reliability of our

deliveryproposition, we have also seen

improvements in our corresponding Net

Promoter Scores (NPS) which demonstrates

the focus on strengthening our core

customer proposition.

Underpinned by efﬁcient and disciplined

capital allocation

Our strategy is underpinned by efﬁcient

capital allocation, allowing us to invest

behindour strengths in a disciplined way,

andrelentlessly removing waste to invest

intoopportunity. At the beginning of FY25

weannounced three key updates which

signiﬁcantly increased our balance sheet

strength and ﬁnancial ﬂexibility:

i) TSTM JV: In October 2024, we formed

ajoint venture (JV)

with Heartland A/S

thatpurchased the Topshop and Topman

brands, with Heartland taking a 75% stake

for £135m cash consideration. Through the

JV, we continue to be part of the brands’

future potential while improving the

efﬁciency of our capital allocation today.

We will explore new opportunities, both

online and ofﬂine, to bring the best of TSTM

to customers globally, providing an exciting

growth avenue. Through either partner or

owned stores, we will strive to return TSTM

to the high street and, within the next six

months, will re-launch Topshop.com, giving

the brand an opportunity to further expand

its customer base.

GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

ii) Convertible bond re-ﬁnancing: We

successfully extended our maturity proﬁle

while reducing our net debt through the

placement of convertible bonds due 2028

and concurrent repurchase of outstanding

convertible bonds due 2026 at a discount

to par. This was funded, in part, by the sale

of a majority stake in TSTM, demonstrating

our focus on efﬁcient capital allocation.

iii) Bantry Bay re-ﬁnancing: We also announced

an amendment and extension of our existing

facilities agreement with Bantry Bay Capital

to May 2027, with an option for a 12 month

extension. As part of the amendment,

weswitched £50m of term loan into a

revolving facility to effectively reduce

ourblended interest rate as we improve

ourﬁnancial ﬂexibility.

During the year we also continued the evolution

of our leadership team to prepare for the next

Phase of our journey. We welcomed Anthony

Ben Sadoun as our ﬁrst EVP Digital Product

inFebruary, Dave Murray as CFO in April,

andRas Vaghjiani as EVP of People Experience

in July. We also welcomed Rishi Sharma

asInterim General Counsel and Company

Secretary in May (Emma Whyte is on maternity

leave), and Hugh Williams as Interim EVP

Technology in June.

Where are we going?

The last two years have necessarily been

focused on putting the right foundations in

place. As we enter FY25, we now feel that

themajor blocks of our foundations are

largely in place. While we will maintain our

obsession with operational efﬁciency and

speed, our focus now shifts to relentlessly

improving on the pillars of our Right to Win –

the best & most relevant product, being

adestination for style, delivering an

engagingcustomer journey, and competitive

convenience – in order to delight our

customers so much that they give us more

oftheir time, love and fashion spend.

We believe that delighting our customers

isthe best way to build a good economic

business. Delighting customers is not

delivered through a solitary action, but by

putting customers at the heart of everything

we do. Internally, we now talk about our

growth strategy by planting seeds. We want

to model bamboo, with strong roots that ﬁrst

grow deep and allow the plant to then grow

sustainably for many years, and stay strong.

These ‘seeds’ can be something as small as a

new feature on our site such as ‘Buy the Look’

(which 14m customers engaged with last

year)or the addition of an exciting new brand.

We have also begun to cultivate a culture of

innovation, instilling in our teams the desire to

plant seeds, minimising risk by testing before

committing. We have already begun to plant

many of the seeds across our four pillars

thatwill underpin the next chapter of our

transformation:

1. Best & most relevant product: While Test

& React has been pivotal to improving

inventory management, it also transforms

our fashion offering, ensuring we are the

ﬁrst place that customers can access the

best product. With the support of AI, we

willfurther scale Test & React from 10%

to20% of own-brand sales over FY25.

Wesuccessfully tested AFS with our ﬁrst

brand over FY24 and will expand further in

FY25. We recently appointed a new Partner

Brands Director, Shazmeen Malik, to lead

our partner brand team and will create a

brand acquisition team to focus on bringing

exciting new partners to our platform

following the launch of Arket, Veja and

Mango Man.

2. Destination for style: Following the

appointment of Anthony Ben Sadoun, our

ﬁrst EVP of Digital Product, we have begun

to transform our Technology and Digital

Product models, reorganising into smaller,

autonomous units aligned to customer

focus areas. We’re adding 100 software

engineers, increasing our capacity by 25%

to empower faster innovation of our on-site

customer experience with the cost off-set

through the simpliﬁcation of our structure.

3. Engaging customer journey: We have

improved the efﬁciency of our marketing

activity through the optimisation of our

performance marketing model and already

begun deploying these savings into our

social media and inﬂuencer marketing

tocommunicate our fashion message

efﬁciently and consistently off-site as well

as on-site. Over Q4, we have seen a 14%

increase in our earned media value and will

continue to scale our programme over the

next 12 months. We will also test incentives

to improve customer loyalty, including the

launch of a new loyalty programme in H2.

Finally, the launch of Topshop.com will

provide the brand a destination for

customers beyond the current ASOS

ecosystem.

4. Competitive convenience: Our work on

size and ﬁt and the use of AI to learn from

our customer experience has had a positive

impact on our underlying returns rate. We

will continue to improve the convenience of

our customer experience by tackling the

causes of unnecessary returns.

Our goal is to build a business that delights

customers so much that they give us more of

their time, love and fashion spend. We know that

by having the most exciting product, by focusing

on inspiration over transaction, and by providing

an exciting customer journey, enabled by a fast

and agile operation, we can build a sustainable,

proﬁtable business and return to growth.

Ourbusiness model affords us competitive

advantages in these areas, which has been core

to our success. However, we must continue

torelentlessly improve across each of them.

Whilethere is still work to do, we are motivated

by the progress we have made so far and

areexcited for the next stage of our journey.

Wehave something incredibly unique to offer

our customers, and now have the right team,

the right foundations and the necessary rigour,

passion and the energy to do so.

1 The arrangement with Heartland, whilst referred to as

ajoint venture throughout this report, will be accounted

for as an associate, as detailed in Note 30 of the

FinancialStatements.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Our people

Great work doesn’t happen by chance. It takes

facts and data to help us make decisions with

conviction. It’s about doing what we say and

owning what we do until it’s done, and using data

to bring everyone on the journey with us. It’s a

strategy that allows us to create an ASOS that’s

built for future success.

Learning

In October 2023, we rebranded learning and

development activities under Learning@ASOS

for a refreshed learning experience that

was relevant, accessible, inclusive and engaging.

Learning@ASOS includes a wide range of

activities and programmes, such as our ASOS

Develops learning events, which we run twice

ayear for all ASOSers. Our April 2024 edition

spanned three days and included 80 sessions

across six sites.

One of our focus areas over the year was to

increase our expertise in using data. As well

asdelivering 19 Data Apprenticeships, we

upskilled over 1,200 ASOSers on tools such as

Excel, Power Bi, and SQL, covering everything

from planning and governing to gaining

insights and storytelling with data.

To help drive innovation, productivity, and

efﬁciencies, we launched an internal Work

Smarter campaign, delivering learning content

on new and existing tools within AI, automation,

and virtual workshop tooling across Microsoft

and Miro. We also delivered over 70 sessions

inCommercial Tech, AI & Data Science,

Customer Experience, and Core Services to

140 engineers, including several cycles of the

eight-module “Software Crafters” training,

teaching software development best practices

and further enhancing technical knowledge

across our teams. To keep the knowledge of

our Tech teams up to the minute, stand-alone

Tech Develops sessions were run monthly by

the Tech team to share new skills and learning,

sponsored by our Executive Vice President

-Technology.

New learning to support new systems

roll-outs, processes, or business issues

isalways key to support our day-to-day

operations. Over the year we ran learning

programmes for ASOSers and key partners

on Intake, Product Lifecycle Management,

Customer Care, Returns, and more.

In December 2023, we launched

our leadership curriculum, Liberating

Leaders, and our development curriculum,

Liberating Self, providing a mix of personal,

career and business skills development.

Wesaw over 350 ASOSers take part in the

foundation programme, Self-Leadership,

which was highly successful: those taking

partgave it an effectiveness rating of 97%,

and we saw a signiﬁcant shift in competence

and conﬁdence in their development

mindset,helping them to identify potential

development blockers.

We also run business skills sessions every six

weeks, giving all ASOSers a great foundational

learning on what they need to do their jobs well.

This curriculum is reviewed annually in line with

our ASOS-wide Skills Gap employee survey.

Finally, we launched our new learning

management system, Thrive, in July 2024

providing a platform that is much more

modern, accessible and relevant. This new

system now provides a far more personal

learning experience for ASOSers enabling

learning to be part of their day-to-day.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Apprenticeships

FY24 saw the launch of our route-to-hire

programmes, providing a much-needed access

point for young adults and those who face

barriers to work to begin their careers. Our 13

new hires joining us under this programme did

so through a variety of pathways including

creative, commercial, business administration,

and ﬁnance. They joined the 566 ASOSers

wehave enrolled on the programme since

2017,and the 130 currently studying across

15apprenticeship standards.

This year we enhanced our offering for

emerging talent by creating opportunities to

experience more of ASOS, from getting hands

on in our supply chain operations through to

understanding life in studios. This combined

with workplace application of learning and

study towards recognised qualiﬁcations

increased our apprenticeship completion rate.

We’re passionate about recognising success

and raising the proﬁle of apprenticeships

across the UK. In the year, we hosted our

biggest National Apprenticeship Week

celebration to date, attended by our CEO,

José, recognising and celebrating our

apprentices’ achievements.

Our commitment in this area was recognised

inJuly 2024 as we were listed 79th in the

Best100 Apprenticeship Employers by Rate My

Apprenticeship. Our position was based on the

reviews and experiences of our apprentices

and it was the ﬁrst time we’ve appeared in

these rankings. Over 3,500 employers are on

the platform, with only 100 being shortlisted,

demonstrating the quality of our delivery and

success in this space. We’re the only online

fashion retailer to make the list.

We believe in the power of apprenticeships

tounlock potential and build future capability.

We’ve pledged to invest further in this space

by continuing to create new opportunities

andprovide education for all, supporting the

growth of lifelong skills for our ASOSers.

Attracting and retaining

amazing people

We have continued to focus on retaining

high-performing talent. Our internal-ﬁrst

approach provides our people with a platform

to grow and develop in their career and we’ve

seen a 5% rise in internal moves from the

previous ﬁnancial year. We piloted our ﬁrst

internal talent event, Shape Your Career,

where over 1,600 of our people registered

andattended a range of talks and coaching

sessions with the objective to empower

career development. We also delivered

workshops on the ASOS behaviours and values

across teams, reaching over 2,000 ASOSers

to further embed and embrace our culture.

A key part of our attraction and retention

strategy is to engage and attract diverse,

international talent. We developed our existing

partnerships this year to enable us to connect

with and inspire diverse talent communities.

Our internal Talent Acquisition team and

Diversity, Equity & Inclusion team collaborated

to ensure ASOS is an inclusive employer of

choice, bringing to life our brand purpose –

giving potential hires the conﬁdence to be

whoever they want to be. We’ve upskilled

ourexisting people leaders on best practices

inhiring, and we’ve continued to add to our

interview committee, through which individuals

can volunteer to take part in interviews and

help ensure a diverse interview panel.

Celebrating success

July saw the return of the “ASOS Aces”

Annual Awards ceremony, celebrating

success across the business. We introduced

a total of 11 award categories geared to

individuals that over the ﬁnancial year

demonstrated our values and behaviours,

exhibited strong leadership and delivered

results successfully as a team. All employees

could nominate any ASOSer under categories

such as, “Leader of the Year”, “Customer

Champion”, “Authentic”, “Brave”, “Team

of the Year”, and “Ace of Aces”. Over 850

nominations were received over 10 working

days, with ﬁnalists shortlisted by a community

of ASOSers and winners determined by

the Management Committee. ASOSers

from around the world gathered for the

celebratory event in our London HQ,

which was a great success.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Diversity, Equity & Inclusion (DEI)

Over FY24, we invested time and resource

into strengthening the foundation of our DEI

networks with a redesign and relaunch, adding

two new networks: Fertility & Baby Loss and

Women’s+. Our nine DEI networks now have

full core operational teams, including Chair

and Co-Chair positions, alongside an

allocated budget and clear targets that align

to our central strategic focus as a business

todrive change. Key activities carried out

bythese groups since their refresh include

campaigns in recognition of International

Women’s Day, Mental Health Awareness

Week, Pride Month, and more. Our newest

network, Fertility & Baby Loss, has already

made a signiﬁcant impact by inputting into

crucial policy work and improvements.

We’re dedicated to enhancing our policies and

beneﬁts to support ASOSers, and we’ve

recently enhanced our parental leave policy.

We’ll continue to review our overall offering.

We’re committed to inclusive hiring practices

where interview panels must have diverse

representation, supported by an Interview

Committee made up of ASOSers from

underrepresented groups. Hiring managers

receive Hiring @ ASOS training, with learnings

about how to run an inclusive and equitable

process. Our external partners are crucial to

this work. We’ve signed up to the Race at

Work Charter and are working with The

Outsiders Perspective, who support people

from ethnically diverse backgrounds getting

into the fashion industry.

Our people continued

Celebrating Pride

In June 2024, our THEYSOSers (our internal LGBTQIA+

network) once again led ASOS’ representation for the Pride

inLondon and Belfast Pride parades. Additionally, our Studios

team conducted an internal shoot campaign in our HQ and

Leavesden ofﬁces, featuring around 50 ASOSers who are

members of the LGBTQIA+ community as part of our annual

Pride celebrations. We also launched an ASOS Design Pride

range created in collaboration with LGBTQIA+ artists and

insupport of Just Like Us, LGBTQIA+ young people’s charity.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Our THEYSOSers network for LGBTQIA+

inclusion is backed up by a partnership with

myGwork, the largest business community for

LGBTQIA+ professionals, where we advertise

jobs and have access to training and event

opportunities. This includes an Employee

Resource Group Workshop, delivered to our

network core teams, to set them up for success.

We are level 1 Disability Conﬁdent Committed

and are continuing to work with Scope to

attract talent by advertising all jobs on

its job board, to reach the disability and

neurodiversity community. We’ve also had

training delivered by Autism NI, our charity

partner in Belfast which has helped to train

an additional 26 ASOSers across different

site locations as Autism Champions.

Wellbeing and mental health are still a huge

focus for us. We’ve recently introduced Unum,

a new Employee Assistance Programme which

provides mental and physical health support.

We now have over 30 ASOSers trained to a

Mental Health First Aid standard, through

Mental Health England and Byrne-Dean. Our

Mental Health First Aiders support ASOSers

and work to break down the stigma about

mental health through our Reach Out Rep

community.

1 The gender data is taken from legal sex data disclosed by employees in out Workday people platform.

Thisdata is available for 100% of employees. We’re working towards being able to measure and report

ongender data more accurately through gender identity with internal DEI data disclosure campaigns.

2 Data includes both Emma Whyte, General Counsel and Company Secretary (maternity leave) and

RishiSharma, Interim General Counsel & Company Secretary.

3 Deﬁned as “Head of” and above positions. Please see pages 92 to 93 of our Nomination Committee Report

for further information on our Senior Leaders’ diversity.

Female Male

Gender diversity

As at 1 September 2024

Senior Leadership

41% 59%

226 roles

All ASOSers 63% 37%

2,968

Management Committee 47% 53%

15 members

White Ethnically diverse Not speciﬁed

Ethnic diversity

As at 1 September 2024

Senior Leadership

80% 12% 8%

226 roles

All ASOSers

71% 24% 5%

2,968

Management Committee

53% 27% 20%

15 members

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Stakeholder

engagement

Our mission is to be

the world’s number

one destination

for fashion-loving

20-somethings.

Our key stakeholders play a fundamental

role in helping us achieve this mission, and

therefore strong stakeholder engagement is

pivotal in achieving our long-term objectives

and driving long-term value creation.

Details of how we engaged with our stakeholders,

considering the long-term goals for each,

are set out on pages 23 to 27 and 88 to 89.

How the Board considered our key

stakeholders in their principal decision-making

during the year can be found on page 86.

S.172(1) statement and stakeholder engagement

The Directors continue to ensure they act

in a way which is in good faith and most

likely to promote the success of the Group

over the long term for the beneﬁt of

shareholders, and in doing so, also having

regard for the Group’s key stakeholders

and other matters set out in section 172(1)

(a) to (f) of the Companies Act 2006,

being:

• the likely consequences of any decision

in the long term;

• the interests of the Group’s employees;

• the need to foster the Group’s business

relationships with suppliers, customers

and others;

• the impact of the Group’s operations on

the community and the environment;

• the desirability of the Group maintaining

a reputation for high standards

of business conduct; and

• the need to act fairly as between

members of the Company.

The Board is accountable to its stakeholders

and understands the importance of

incorporating stakeholder considerations

into the Board discussions and

decision-making.

The Directors have identiﬁed the Group’s

keystakeholders to be our customers,

ASOSers, shareholders, suppliers and

communities. Each stakeholder group has

their own individual priorities, of which the

Directors are aware and have regard to.

These priorities are considered, where

appropriate, in the Board’s decision-making.

This is not only the right thing to do but

is also vital in achieving the Group’s

long-term objectives.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

How ASOS engaged during the year

• We invited customers to engage with ASOS

in real life through:

– Our ﬁrst pop-up store in London;

– Curated fashion-focused events for our

Premier customers such as an ASOS

Design new season catwalk preview and

Face & Body days at our London HQ;

– Our ASOS Media Group partners tapped

into ASOS’ engaged customer base to

invite brand superfans to various events

including a creative workshop with Nike.

Engaging with our customers

face-to-face helps us to gain a better

understanding of what they love about

ASOS, and how to build experiences

thatbetter meet their needs.

• We continued to engage with customers

through various Net Promoter Score (NPS)

Customer Experience surveys – capturing

satisfaction data on our end-to-end journey

and post customer care interaction.

Ourend-to-end journey survey has now

expanded to include all four core markets

– UK, France, Germany, and US.

• Our Customer Care team provides help for

customers and gathered feedback through

our Virtual Assistant and advisors across

c.6.5m contacts in FY24 to help improve the

shopping experience. Insights have been

shared with our Management Committee

through immersive Customer Experience

sessions and initiatives taken have resulted

in improvements in customer satisfaction,

NPS and customer resolution rates.

• To further understand our customers, we

conducted bi-annual market surveys to

capture perceptions and behaviours across

core markets. We also conducted ad-hoc

surveying and focus groups to gain

additional insights to answer key business

questions.

• We launched our As Seen on You user

generated content program on-site to

showcase our customers’ style choices

inaddition to expanding our inﬂuencer

programme on social media platforms

toact as further outﬁt inspiration for

customers.

• Our design teams continue to use insights

from social and from our Test & React

products to lead on emerging trends

andstay in touch with customers.

How the Board engaged during

theyear

• Throughout the year, our Board received

periodic updates on brand performance

and customer health metrics at Board

meetings and at the Board Strategy Day.

The Board tracks progress against actions

and initiatives in this area to improve

performance.

Why they are important…

Our goal is to create and curate

products and experiences to inspire

fashion-loving 20-somethings. To stay

relevant to our 20-something audience,

it is essential we never lose touch with

what matters to them, whoever and

wherever they are. It’s vital we engage

frequently with our customers to

ensure we can provide them with what

they want, when they want it. Being in

regular contact with our customers

helps us to tailor our product offering

and content to stay relevant to our

customers, which is key to our

long-term success.

Our Customers

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Stakeholder engagement continued

Our ASOSers

Why they are important…

We’re determined to create an

employee experience like no other,

where our ASOSers can be whoever

they want to be. An experience that

ASOSers love, where they learn,

collaborate, embrace change, and can

be authentic, brave, creative and

deliver ineverything they do. Where

ASOSers can push boundaries,

challenge expectations andhelp drive

our journey to becoming the world’s

number one destination for fashion-

loving 20-somethings and, ultimately,

our long-term success.

How ASOS engaged during the year

• We received feedback through our bi-annual

ASOS Vibe employee engagement survey

which helped us to identify key focus areas

for improvements. A full ASOS Townhall was

held to share the ASOS Vibe results with

immediate quick wins and a wider action

planto act on the feedback received.

• We continued to work with our employee

forum, the Voices Network, on both a

company-wide and a functional level,

providing a platform for two-way

conversations and amplifying ASOSers’

voices to Senior Leaders.

• We refreshed and rolled out ASOS’ Values

and Behaviours and embedded these

across the business through functional

workshops with every ASOSer, with teams

drawing up a manifesto of how they will

embody the Values and Behaviours.

• Members of the Management Committee

hosted Leaders Connect sessions with the

leadership community, focusing on key

strategic moments throughout the year.

• We continued to strengthen digital internal

communications, with “The Edit” weekly

newsletter sent direct to all ASOSers, and

a Management Committee Weekly Update

published on Viva Engage by a different

leader each week, sharing highlights

ofdiscussions at the Management

Committee, personal reﬂections,

and key business updates.

How the Board engaged

during theyear

• Our CEO, José Antonio Ramos Calamonte,

hosted regular townhall meetings, supported

by the Management Committee, connecting

with ASOSers on our strategic goals, providing

organisational and company updates, and

offering an opportunity forlive Q&A. Townhalls

were streamed toenable all ASOSers to join

regardless oftheir location, and recorded for

anyone not able to attend live.

• Our recently appointed CFO, Dave Murray,

hosted two CFO Townhalls with his team,

which will continue on a quarterly basis.

• At one of the CFO Townhalls, Dave Murray

hosted a ﬁreside chat with Natasja Laheij,

ourSenior Independent Director and Audit

Committee Chair. Natasja shared her insights

of being a senior leader in the Finance industry

and ASOSers were invited to ask questions.

• In April 2024, we held our ﬁrst “Meet the

Board” event, where José Antonio Ramos

Calamonte held a ﬁreside chat style session

with William Barker, in conversation about

William’s career and his thoughts on our

strategy, focusing on waste elimination and

Test & React. A signiﬁcant proportion of the

event was dedicated to ASOSers’ Q&A.

• In July 2024, our CEO hosted another

“Meet the Board” session with Jose Manuel

Martínez Gutiérrez. This was a live session

that focused on Jose Manuel’s career

inretail, including his reﬂections on the

industry and how it has evolved over the

years. They also discussed what it means

tobe a leader in fashion, and what growth

anddevelopment may mean other than

linear career paths.

• In April 2024, Jørgen Lindemann, in his

capacity as designated employee

engagement representative, and Christine

Ierakidis, Reward and DEI Director, met with

our employee representative group, the

Voices Network, to discuss Executive pay

and remuneration. Key views were fed back

fromthe representatives, which were in

turnfed back to the Board by Jørgen at

thenext Board meeting.

• Our Board received updates on employee

engagement and action planning

throughout the year, following a Vibe pulse

survey in October and a full Vibe survey

inApril. Key actions highlighted included

changes to performance management

practice, improved family leave provision,

and updates to the staff discount beneﬁt.

• Several of our Directors conducted site visits

outside of HQ in London. In January 2024,

José Antonio Ramos Calamonte visited our

USfulﬁlment centre in Atlanta, Georgia;

inOctober 2023, José Antonio Ramos

Calamonte, JoseManuel Martínez Gutiérrez,

Wei Gao and William Barker visited our

fulﬁlment centre in Barnsley, U.K; in June

2024, JoséAntonio Ramos Calamonte, Dave

Murray and Jose Manuel Martínez Gutiérrez

conducted a tour of ourfulﬁlment centre

inBerlin, Germany andour returns centre

inPoznan, Poland. During site visits, our

Directors received a tour and meet with our

ASOSers to better understand the ways of

working and the culture at each location.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

How ASOS engaged during the year

• We held meetings with institutional

investors and analysts meetings following

release of our full-year and half-year

results, hosted by the CEO, Interim CFO

and the Investor Relations team.

• Our Board members and/or our Investor

Relations team held further meetings with

major shareholders throughout the year

asand when required.

• Throughout the year, all shareholders

havean opportunity to ask questions or

represent their views at any time through

the dedicated Investor Enquiries email

address.

How the Board engaged

during theyear

• In September 2023, Mai Fyﬁeld, in her role

as Remuneration Committee Chair at that

time, conducted a shareholder consultation

to seek their views on how we proposed to

implement the Directors’ Remuneration

Policy in FY24.

• Christine Cross, Remuneration Committee

Chair, led a shareholder consultation

process in July 2024 to gauge investor

sentiment regarding the introduction of

anew Value Creation Plan, as detailed

further on page 103.

• Our Board received feedback from our

corporate brokers and Investor Relations

team regarding market reaction and

investor views after announcements

androadshows.

• Our Investor Relations team provided

theBoard with a market update at each

scheduled Board meeting, which includes

shareholder feedback as and when

appropriate.

• Following any investor engagement by

aBoard member, that Board member

provides shareholder feedback at Board

meetings.

• Our shareholders have an opportunity to ask

questions or represent their views formally to

the Board at the Annual General Meeting.

How ASOS engaged during the year

• In November, we hosted our supplier

conference at our London HQ. Over 40

suppliers from around the world joined us

todiscuss our strategy and plans for the

future. It was a great opportunity for our

suppliers to hear from key stakeholders

from across the business and engage in

round table discussions where they could

share their experiences and feedback.

• Throughout the year, we collaborated with

our suppliers as part of our speed to market

initiatives, reviewing all our processes to

identify and remove inefﬁciencies.

• We maintained ongoing communications

with our suppliers through direct

engagement and our regular supplier

newsletters.

• We continued to engage with existing

keybrands to maintain solid relationships

and onboarded new brands to enhance

ouroffering.

• Our dedicated Human Rights team

operates globally to manage region-

speciﬁc social risks in our supply chain.

• Over the year, we carried out audits of 485

sites supplying ASOS, ensuring corrective

action plans were developed to address

anyissues within factories.

• We extended our partnership with

GoodWeave International from India to

Bangladesh. GoodWeave is a non-proﬁt

organisation that promotes transparency

in global supply chains.

• For our brand partners, we launched

theFashion with Integity Learning Hub, a

comprehensive learning resource centre,

offering targeted learning opportunities,

guidance, and resources on various topics

including the importance of clear policy,

transparency, auditing and corrective

action planning, and how to identify and

remediate modern slavery related risks.

Developed with input from our critical

friends, Anti-Slavery International, the

hubaims to support our brand partners in

developing and implementing best practice

in the management of their supply chains.

• In May, the Fast Forward audit initiative

launched the Brand Associate programme,

anew initiative designed speciﬁcally for

UK small and medium-sized brands with a

turnover under £36m. The Brand Associate

programme is a collaborative effort

between Fast Forward, ASOS, and other

brands, aimed at addressing the challenges

that SMEs encounter. It seeks to provide

a comprehensive solution by offering a

step-by-step journey for brands to enhance

their knowledge and understanding around

decent working conditions and how

businesses can operate on a level playing

ﬁeld with accountability and transparency.

How the Board engaged

during theyear

• Through our Sustainability Committee,

theBoard monitors the way we manage

oursupply chain to ensure we continue to

operate responsibly in line with our Fashion

with Integrity commitments.

• Our Board received updates on our supply

chain network and brand partnerships.

• Our Board reviewed our supply chain

challenges and opportunities.

Why they are important…

A key objective for the Board is to

create value for shareholders. Our

mission, purpose, values and strategy

strive to deliver long-term, proﬁtable

growth for our shareholders.

Our Shareholders

Why they are important…

Maintaining close working relationships

and open dialogue with our suppliers

and brand partners is key to offering

our customers the best fashion.

Our Suppliers

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

How ASOS engaged during the year

• To celebrate Pride, our THEYSOSers (our

internal LGBTQIA+ network) once again

ledASOS’ representation for the Pride

inLondon and Belfast Pride parades. Our

Studios team also facilitated an internal

shoot campaign in HQ and Leavesden

ofﬁces, featuring around 50 ASOSers who

are members of the LGBTQIA+ community.

Why they are important…

Operating responsibly in everything we

do is not just incredibly important to

our business and our people, it is also

key to driving positive outcomes for

thecommunities in which we operate.

From the way we manage our supply

chain, to how we address environmental

challenges such as plastic waste, it all

matters. We want to be a force for

good, so we can support the people

who support us. That’s why we’ve

continued to actively engage with local

communities and charities – helping

drive positive change.

Our Communities

Stakeholder engagement continued

The ASOS Foundation

was established as

a charity in 2013

with the aim to open

doors, remove barriers

and help young people

change their lives for

the better.

The ASOS Foundation (“The Foundation”)

invests in high impact projects which focus on

instilling conﬁdence and unlocking talent, and

utilises our expertise in fashion and technology

to create life changing interventions for young

people. Since 2013, The Foundation has

donated c.£7.5m and has built impactful,

strategic partnerships with charitable

organisations who are playing a key role in

breaking down barriers faced by young people.

The Foundation works in collaboration with

long-term trusted partners who help us

ensure that funding is used appropriately,

effectively, and sustainably, and ultimately

reaches the young people who rely on their

support the most. The Trustees visit projects

funded by The Foundation and meet with the

partners, community stakeholders and young

people supported by these programmes.

The Foundation also engages directly with young

people at a grass roots level and maximise the

beneﬁts of sharing skills and expertise from our

corporate funder, ASOS.com Limited. All of The

Foundation’s internal fundraising activities and

initiatives aredelivered directly by ASOS’

Corporate Responsibility team.

The Trustees review fundraising activities on

acase-by-case basis, and only approve events

which support The Foundation’s strategy

andare in keeping with its values, ethics and

reputation. In FY24, ASOS.com Limited donated

£300,000 to The Foundation. Throughout the

year, external fundraising events included a gala

dinner and a golf event. Funds generated from

ASOS ofﬁce sample sales, personal training

sessions and beauty treatments are also

donated to The Foundation.

• We relaunched Give a Day Away, our

employee volunteering scheme, which offers

ASOSers one day of paid volunteering a year.

We highlighted a range of opportunities,

including some ASOS Foundation partners,

resulting in 70 ASOSers using their day

tosupport charitable initiatives.

• We continued our partnership with

(Fashion) Minority Report to support

theprofessional development of young

creatives across theUK.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Foundation

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

• After celebrating our £2m milestone with

Centrepoint last year, The Foundation

committed another £240,000 to the

expansion of the helpline, their main

homelessness prevention tool and where the

ASOS partnership began. By developing the

helpline’s capacity and raising awareness

ofit amongst young people, Centrepoint

canmeet the rising demand for support and

reduce the number of young people facing

homelessness in the UK.

• The Foundation continued to partner with

charities to provide infrastructure, training

and support to enable underprivileged

young people to reach their potential in the

UK, Kenya and India.

• The Foundation delivered its second year

ofpartnership with East London Fashion

Education charity Caramel Rock. The

funding enabled 43 young people to access

a BTEC fashion course as well as additional

guidance to help them break into the

industry. Eight ASOSers have been actively

involved in mentoring Caramel Rock

students this year.

• In Barnsley, The Foundation continued our

partnership with OnSide, a national youth

charity determined to make sure that all

young people have the opportunity to shine,

committing £1.5m to support the building

and operational costs of a state-of-the-art

youth centre for young people aged 8-19.

The centre aims to be a safe and

aspirational place for young people, with

ﬁrst class sports, arts, performance and

enterprise facilities. The public opening is

scheduled for 2025.

• The Foundation celebrated its 14th year with

the Prince’s Trust as we empowered young

people with essential STEM skills and insights

into tech. Through the Prince’s Trust, The

Foundation invested £180,000 in digital

skillsfor underrepresented youth in high

deprivation areas and delivered multiple

insight days across our ofﬁces in London

andBelfast, reaching 51 young people and

introducing them to the world of tech and

what a career in the sector could look like.

• The Foundation celebrated another impactful

year with its international partner Udayan

Care, which has continued to nurture and

care for orphaned children in India, with

74children being supported in the ﬁve homes

that The Foundation is funding. Alongside

theprovision of education, wellbeing support

and entertainment, we also invested in

maintenance projects to ensure the living

environments are a standard the young

people can be proud of.

• The Foundation also continued its support

of the Soko Community Trust inKenya,

which provides training and women’s

empowerment in local schools.

TheFoundation’s funding ensured the local

community received training on Menstrual

Hygiene Management, helping young

women to manage their menstrual cycle

without stigma or embarrassment.

How the Board engaged

during theyear

• The Board received an update on the work

of The Foundation from Nick Robertson,

Chair of the The Foundation.

• The Board keeps up to date with the

progress against community projects

delivered by The Foundation through

theSustainability Committee.

• Nick Robertson visited one of OnSide’s

youth centres in London in his capacity as

Trustee and Chair of The Foundation. Nick

was able to see ﬁrst-hand the great work

that the charity is doing with the support

ofThe Foundation.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ANNUAL REPORT AND ACCOUNTS 2024

Fashion

with

Integrity

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Progress update:

our strategic pillars

Fashion with Integrity

(FWI) is our strategy for

managing sustainability

and corporate

responsibility at ASOS.

As disclosed in last year’s annual report, our

focus in FY24 has been on reviewing and, where

necessary, revising our FWI goals and targets.

We’re pleased to have now published our

updated FWI Strategy, available on asosplc.

com/fashion-with-integrity/. To inform our

review of the Strategy, during the period

wecompleted a new impact materiality

assessment to ensure that our focus aligns to

the areas where we have the biggest impact.

Read our updated Fashion with Integrity

Strategy.

We’ve integrated our annual FWI Progress

Update with our annual report this period.

Aswith our last FWI Progress Update, we’ve

reported in reference to Sustainability

Accounting Standards Board (SASB) and

Global Reporting Index (GRI) metrics. We

continue to monitor the developments of

sustainability reporting standards in the UK

and EU in preparation for future reporting

requirements.

An explanation of our FWI Strategy, our

targets and commitments, deﬁnitions, and

methodologies is available on our plc site at

asosplc.com/fashion-with-integrity/.

We’ve set a mixture of targets and commitments

against each of our FWI pillars. Where relevant, we’ve

set measurable, data-led targets, backed by clear

methodologies, and operational roadmaps to help us

achieve our aims. It’s not always appropriate to set

data-led targets, for example when considering

progress on human rights. When that’s the case we’ve

set clear commitments instead. As with our targets,

these commitments are supported by operational

plans and interim milestones which we’ll be using to

measure and report against our progress.

Targets relating to the volume and proportion

ofsustainable materials used and our Scope 3.1a

emissions data are based on a series of

documented estimates and assumptions, such as

product weight and overall composition. More

detail is available at asosplc.com/fashion-with-

integrity/.

We have conducted sensitivity analysis on our

estimates and assumptions to determine the risk

ofpotential errors in our reported ﬁgures. This work

identiﬁed that no reasonable possible change in

ourestimates and assumptions would result in

ourreported ﬁgures changing by 5% or more

(ourESG materiality based on the SBTi’s triggered

recalculation criteria thresholds). As a result, we do

not consider these estimates or assumptions to be

materially sensitive.

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Emissions (tCO

Category FY24 FY23

% change

YoY

% change vs

baseline

FY22 baseline

(restated)

FY22

(previously

reported)

Scope 1 Fugitive Emissions 366 372 -2% -34% 557 N/A

Natural Gas 2,416 2,695 -10% -33% 3,608 3,351

Scope 2 Electricity (Market Based) 2,372 2,259 +5% +6% 2,232 2,860

Electricity (Location Based) 9,125 8,743 +4% -10% 10,096 11,497

Scope 3

3.1a Purchased Goods for

resale (Products and Packaging)

766,749 896,023 -14% -37% 1,224,272 913,108

ASOS own-brands and labels 340,485 375,532 -9% -38% 548,438 332,757

Partner brands 426,264 520,491 -18% -37% 675,834 580,351

3.1b Purchased Goods and Services not

for-resale

43,439 51,322 -15% -57% 101,963 23,015

3.2 Capital Goods 34,288 48,464 -29% -35% 52,598 53,780

3.3 Energy-Related Activities

Not in Scopes 1 and 2

4,843 4,291 +13% 0% 4,863 3,609

3.4 Upstream Transportation and Distribution 206,792 308,596 -33% -51% 422,036 349,979

3.5 Waste (Operations) 11,800 13,424 -12% -8% 12,757 519

3.6 Business Travel 2,025 1,242 +63% +46% 1,383 1,535

3.7 Employee Commuting 1,324 1,439 -8% -44% 2,367 9,869

3.8 Upstream Leased Assets 23 23 0% -8% 25 N/A

3.9 Downstream Transportation and

Distribution

1,622 3,550 -54% N/A 0 N/A

3.11 Use of Sold Products 90,981 110,585 -18% -30% 130,639 349,125

3.12 End-of-Life of Sold Products 43,665 51,634 -15% -31% 63,138 27,958

Total 1,212,705 1,495,920 -19% -40% 2,022,438 1,738,708

Plan et

Target

By FY27, procure 100% renewable

electricity across the ASOS estate.

FY24 performance: 82.2%

FY23 performance: 80.3%

YoY (year on year) change: +1.9ppts

Target

By FY30, reduce the absolute emissions

generated by the manufacture of ASOS

own-brands and labels products by 42%

compared to a FY22 baseline.

FY24 performance: -38%

FY23 performance: -32%

YoY change: -6ppts

Climate & Nature

Greenhouse gas inventory

Target

By FY30, ensure 90% of emissions

generated by brand partner products

sold on ASOS come from brands who

have set science-based targets.

FY24 performance: 67.4%

FY23 performance: 60.3%

YoY change: +7.1ppts

Target

By FY50, reduce 90% of the absolute

emissions generated by our entire value

chain compared to a FY22 baseline.

FY24 performance: -41%

FY23 performance: -27%

YoY change: -14ppts

Our emissions have fallen signiﬁcantly in FY24

against our FY22 baseline. We see two main

drivers of this trend: ﬁrst, the work we

delivered to become a more efﬁcient

business, including reducing our stock intake

and prioritising speed to market; and second,

a reduction in the number of customer orders

over the same period. As the business returns

to growth over the medium term, we expect

stock intake and customer orders to increase

from FY24 volumes. Our challenge is to

decouple this volume growth from our

emissions footprint.

We’ve updated our carbon calculation

methodology in partnership with a third-party

provider. This has resulted in a restatement of

our FY22 carbon emissions ﬁgures, originally

published in our FWI FY22 Progress Update

and our FY23 Annual Report. Our restated

FY22 footprint below is +16% higher than

previously reported. Our previously reported

emissions are disclosed below for comparison

purposes. More detail on our restatement is

available in our FWI Strategy Update on

asosplc.com/fashion-with-integrity/.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Material Tonnes acquired

% of overall mix

(to nearest .1%) % of material more sustainable

Cotton 6,069 49.5% 49% Better Cotton

4% recycled, 1% organic

Polyester 3,790 30.9% 13% recycled

Man-made cellulosic ﬁbres (MMCFs) 1,039 8.5% 33% more sustainable

Acrylic 520 4.3% 0%

Nylon 371 3.0% 1% recycled

Other (including elastane, linen,

polyurethane, wool, leather, and suede)

467 3.8% 0%

Total 12,257 100.0% 34%

Progress update:

our strategic pillars

continued

Commitment

Increase our use of more sustainable

materials in our ASOS own brand

clothing products. Each year, we’ll

set a target for the proportion of the

materials in our products that we’d

liketo be more sustainable, and report

back on our progress.

FY24 achievement: 34%

FY25 minimum target: 45%

To increase uptake of sustainable materials

we’ve started to set seasonal targets for

each product category across our three main

ﬁbres (cotton, polyester, and man-made

cellulosic ﬁbres).

We’ve also enhanced engagement with our

key suppliers on materials. Our top suppliers

are now set KPIs and scored on their use of

more sustainable materials. This is supported

by individual supplier meetings, enabling us to

monitor their sustainable materials

capabilities and usage.

1 Deﬁned broadly as a material whose production has on average a lower environmental impact than the production of the conventional form of that material.

For a full deﬁnition and a list of the materials and certiﬁcations we accept, head to page 54 of our Fashion with Integrity Strategy Update on asosplc.com/

fashion-with-integrity/.

2 Although Better Cotton is not physically traceable to end product and operates on a mass balance system, the movement of Better Cotton through the supply

chain is tracked by a system of credits which ensures that, for every 1kg of Better Cotton that ASOS sources, an equivalent amount of raw cotton is being grown

somewhere in the world using Better Cotton Production Principles. Read more about the mass balance system at bettercotton.org/massbalance.

Product

All material calculations below, except Better

Cotton

, are based on our internal tonnage

methodology, which uses a series of

documented estimates and assumptions, such

as product weight and overall composition.

More detail is available at asosplc.com/

fashion-with-integrity/.

We have conducted sensitivity analysis on our

estimates and assumptions to determine the

risk of potential errors in our reported ﬁgures.

This work identiﬁed that no reasonable

possible change in our estimates and

assumptions would result in our reported

ﬁgures changing by 5% or more (our ESG

materiality based on the SBTi’s triggered

recalculation criteria thresholds). As a result,

we do not consider these estimates or

assumptions to be materially sensitive.

Commitment

Test and introduce innovative packaging

materials and solutions, reducing

overall usage where appropriate. By

FY26, we’ll increase recycled content in

mailing and garment bags to a minimum

of 95%.

Our mailing bags currently contain at least

80% post-consumer recycled material, and

our garment bags (for ASOS own-brands and

labels) contain at least 90% post-consumer

recycled material. We use Low Density

Polyethylene in our garment and mailing bags.

This is certiﬁed to Recycled Claim Standard

(RCS) or Global Recycled Standard (GRS)

orISO 14021.

Projects delivered this period include a

three-month staff trial of paper mailing bags

for ASOS staff orders. We’ve also switched

tolinerless labels in our UK returns centre,

estimated to reduce general waste

collections at the site by approximately

30metric tonnes per year. Working with

ourpartners, we capture approximately

400metric tonnes of plastic waste per

yearwithin our supply chain for recycling.

Raw Materials

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Commitment

Train the manufacturers of our ASOS

own brand clothing products on our

ASOS Circular Design Strategies. By

FY27, we’ll have launched a phased

training programme prioritising

suppliers based on their level of

business with ASOS.

Over the period, we worked closely with ﬁve

key suppliers and delivered bespoke training

on circular design, which was instrumental in

developing the capability of these suppliers.

This has directly informed our new

commitment to train our supply base on

circular design.

We also tested a new circular design tool,

developed in collaboration with the Centre

forSustainable Fashion in 2023. The tool

walksour internal product development

teams through a step-by-step process to

develop a product that adheres to our

circular design techniques, with the ambition

that this can be used to scale up our circular

design assortment.

Commitment

Facilitate recovery programmes to keep

products in use at their highest value.

By FY27, we’ll pilot or launch new

circular business models across resale,

rental, takeback, and repair.

Our focus this period has been on scaling our

rental proposition with Hirestreet. Over the

period we added over 2,000 new products to

the platform from ASOS DESIGN, ASOS LUXE,

and ASOS EDITION. The top 10 styles have

each been rented an average of 110 times,

while the most popular dress style has been

rented over 176 times.

Design & Production Use & Recovery

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Progress update:

our strategic pillars

continued

Commitment

Implement our human rights strategy

to enhance the human rights of workers

across our value chain.

1. Develop a modern slavery strategy

for Goods Not For Resale (GNFR)

suppliers and a toolkit for suppliers,

factories, partner brands and

non-stock partners.

We’ve started working with Anti-Slavery

International to develop a programme of

work relating to GNFR. It will cover key risk

areas across our supply chain, our head

ofﬁce operations, our procurement

practices, and our key strategic partners.

Activities delivered so far include:

• Revising a self-assessment questionnaire to

identify human rights risks in our third-

party operated fulﬁlment centres. We have

also developed a Warehousing Social

Standard to support the SAQ rollout.

• Reviewing human rights risks associated

with land transport and shipping activities

linked to ASOS, and identifying a partner

tosupport with due diligence in this area.

• Developing interview questions and tools to

assess human rights risks within our head

ofﬁce operations, with a focus on security

and cleaning contractors.

• Launching a new partnership with Unseen,

allowing us to gain visibility of trends in

modern slavery, access opportunities for

collaboration, and receive advice, guidance

and monitoring on safeguarding for any

cases linked to ASOS.

People

2. Renew Global Framework Agreement

(GFA) with IndustriALL Global Trade

Union.

We have an ongoing GFA with IndustriALL

Global Union, signed in 2017. This

agreement provides a robust framework

for protecting and strengthening the rights

of workers within our global supply chain

and highlights the importance of freedom

of association and collective bargaining

infostering positive industrial relations.

Wehave opened conversations with

IndustriALL regarding a renewal of

ourGFA.

3. Develop a methodology to collect

wage data during audits.

Work on this strand will commence in FY25.

4. Develop and pilot a Gender

Programme at factory level to

empower women workers in our

supply chain.

During the period we started the pilot

phase of an innovative women’s

empowerment initiative in two factories in

Morocco, in collaboration with our

programme partner, Mobilising for Rights

Associates (MRA). The programme is

dedicated to fostering an environment

where women can thrive and assert their

rights, with a focus on creating sustainable

and meaningful change by helping to

establish women’s committees in garment

supplier factories. The committees, formed

by freely elected women workers and

representatives from independent women’s

rights organisations, serve as a support

mechanism for women workers, facilitating

their empowerment and promoting their

rights.

Commitment

Maintain and build our foundation of

effective own-brand and partner brand

due diligence.

1. Review and enhance current due

diligence mechanisms and introduce

a global grievance channel structure

with the aim of maximum accessibility,

transparency, conﬁdentiality, and

enhanced remedy for workers.

If the pilot initiative for establishing women’s

committees in factories proves successful,

we’ll review our supply chain to select

another strategically appropriate region

and begin to scale the model accordingly.

This will serve as a grievance mechanism

that is easily accessible to all workers,

ensuring their concerns can be addressed

promptly and effectively.

2. Ensure that partner brands sold on

our platform are committed to

transparency.

This period we’ve continued to engage with

brand partners to ask them to disclose

their factory lists, either to us, on their

own website, or preferably through the

Open Supply Hub. As of August 2024,

85% of apparel and footwear brands have

shared their lists with us directly or publicly,

aligning with the Transparency Pledge. New

brands being onboarded are required to

provide us with evidence of their Ethical

Trade Policy, Modern Slavery Statement,

Restricted Substances List, and animal

welfare policy, and how these have been

applied in their supply chain.

Human Rights

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Commitment

Implement our external Diversity, Equity

& Inclusion strategy to drive a safer

society for women, girls, and LGBTQIA+

people; create fairer economic

opportunity for global majority

creatives; and ensure an inclusive

product offering for customers with

disabilities and neurodiversity.

1. Establish new charitable partnerships

delivering change for those of

marginalised gender identities and

sexual orientations.

We’ve selected two partners to support

our work in this area. First, Beyond Equality,

a UK-based charity engaging men in the UK

in working towards gender justice,

preventing gender-based violence, and

creating a safer and more equitable

society. Second, Just Like Us, a UK-based

charity focused on preventing bullying,

creating safe spaces and building allyship

for LGBTQIA+ young people. In June 2024

we launched an ASOS Design Pride range

created in collaboration with LGBTQIA+

artists, in support of Just Like Us.

2. Develop a plan and process to support

and grow our network of global

majority-owned brand partners,

including scaling our annual incubator

programme.

Working with our partner the (Fashion)

Minority Report, we’ve delivered our annual

incubator programme for global majority-

owned brands. The cohort of six brands

received a senior industry mentor, a

programme of workshops and panel talks

covering key topics in the industry, and a

press event to showcase their brand and

products. Two of the six brands received

additional opportunities, including a grant

of £20k each to upscale their business, and

support developing a new range to be

stocked on ASOS in FY25.

We’ve also ﬁnalised our approach to

support the collection of data on global-

majority owned brands on ASOS. In FY25,

our brand partners will be able to disclose

whether they are global majority-owned in

our onboarding process and in our annual

ASOS Self-Assessment Questionnaire

(SAQ).

3. Launch the rst ASOS Design adaptive

collection.

We’ve established an internal working

group for the ASOS Design adaptive

collection and have selected a disability

inclusion consultancy to support with its

development.

Target

By FY30, achieve 50% female and 15%

ethnically diverse representation

across our senior leadership team.

FY24 performance:

Female: 41%

Ethnically diverse: 12%

FY23 performance:

Female: 42%

Ethnically diverse: 11%

1 Deﬁned as “Head of” and above positions. Please

see pages 92 to 93 of our Nomination Committee

Report for further information on our Senior

Leadership diversity.

Diversity, Equity & Inclusion

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Task Force on

Climate-related Financial

Disclosures (TCFD)

We recognise our

role in addressing

climate change

and reducing

our environmental

impact.

As we face the tangible effects of global

warming, we understand that this could

inﬂuence our operations, strategic decisions,

and ﬁnancial planning. Since 2010, our Fashion

with Integrity (FWI) programme has deﬁned our

approach to sustainability and corporate

responsibility. This ﬁnancial period, we’ve

updated our FWI Strategy to better position us

for compliance with emerging sustainability

legislation as it applies to ASOS. Additional

information on our FWI Strategy can be found

on page 28 to 33.

We actively assess and monitor our climate risks

to ensure we have the right controls in the right

places and that these are working effectively.

We’ve established targets to reduce both our

impact on the planet, and the risk of climate

change on our business. Maintaining

transparency in tracking our progress and

providing clear climate-related disclosures is

crucial for earning and retaining the trust of our

stakeholders. We’re fully supportive of the Task

Force on Climate-Related Financial Disclosures

(TCFD) recommendations and their role in

improving the credibility and comparability of

corporate climate reporting.

TCFD Guidance – 11 Disclosure Recommendations

Recommendation Description Consistency Pages

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.

Strategy

a) Describe the climate-related risks and

opportunities the organisation has

identiﬁed over the short, medium, and

long term.

36 to 43

b) Describe the impact of climate-related

risks and opportunities on the

organisation’s businesses, strategy,

and ﬁnancial planning.

36 to 43

c) Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C

or lower scenario.

36 to 43

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.

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.

37 to 38

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

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks.

37 to 38

c) Describe the targets used by the

organisation to manage climate-

related risks and opportunities and

performance against targets.

37 to 38

Key

Full

Partial – as we have not reported certain metrics or

targets outlined in the TCFD Guidance as explained

within our Consistency Statement on page 35.

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Consistency Statement

Our climate-related ﬁnancial disclosures below

are set out with reference to Sections 1 – 4

ofthe TCFD ‘Recommended Disclosures’

fromchapter ‘C. Guidance for All Sectors’

within the TCFD’s publication, ‘Implementing

the Recommendations of the Task Force on

Climate-related Financial Disclosures (2021)’

(referred to here as the ‘TCFD Guidance’).

Wehave achieved consistency with nine of

11Recommended Disclosures and partial

consistency with Metrics and Targets

recommended disclosures a) and c). We are

onlypartially consistent here as we have not

reported certain metrics or targets outlined

inTables A1.1 and 1.2 of the TCFD Guidance

formeasuring and/or managing our climate

related risks and opportunities. We have also

not disclosed certain speciﬁc cross-industry

climate-related category metrics or targets

relating to Transition Risks, Physical Risks,

Climate-Related Opportunities, Capital

Deployment, Internal Carbon Pricing

orRemuneration (shown in Table A2.1 of the

TCFD Guidance).

We have made good progress in the period

against our plan towards full consistency

whichwe set out in our FY23 Annual Report.

Since then we have:

• Improved our understanding of our

climate-related risks and opportunities

through refreshing our deep dive scenario

analysis.

• Finalised and published updates to our FWI

Strategy including updating certain metrics

and targets.

• Continued to embed our new commercial

model (improved speed to market and

reducing stockholding and product volumes),

and enhanced our understanding of the

impact this has on the metrics needed for

monitoring and managing our climate-

related risk and opportunities.

We are improving our processes, systems,

andcontrols under business activities, including

those working towards future compliance

withnew control reporting obligations under

the Corporate Governance Code (2024).

These willenable better monitoring and

reporting ofthe remaining metrics and targets

we need for full conformance. We are still

working towards full consistency with the

recommended disclosures for our FY25 Annual

Report. Inmaking this Consistency Statement,

we consider that these disclosures meet the

requirements of LR 9.8.6 (8) (UK Listing Rules).

PLC Board

Holds accountability for the long-term success of the Group and oversight of all

risks and opportunities. The Board has delegated oversight of certain ESG matters

to the Sustainability Committee and receives updates from the Committee

following each meeting.

Sustainability

Committee

Audit

Committee

Remuneration

Committee

Our Sustainability

Committee shapes and

provides governance over

our FWI Strategy and

related activities. It is

chaired by an Independent

Non-executive Director

and meets at least

bi-annually.

Our Audit Committee

oversees and ensures the

appropriateness of our

governance, risk

management, and external

reporting. It is chaired by an

Independent Non-executive

Director and meets

quarterly.

Our Remuneration

Committee oversees the

remuneration of our Senior

Leaders including approving

any ESG related targets

within bonus and share

schemes. Itis chaired by an

Independent Non-executive

Director and meets at

leastquarterly.

Management Committee

Weekly meeting of our senior leadership including our CEO and CFO. Holds day-to-day

responsibility for the management of climate-related risks and opportunities.

FWI Steering Committee Governance Working Group (GWG)

Cross-functional management team

responsible for providing oversight for

all FWI activities including monitoring

the implementation and maintenance

of appropriate environmental and

social controls. Chaired by our Senior

Vice President (SVP) Operations and

reports to the Management Committee

and the Sustainability Committee.

Meets bi-monthly to ensure effective

oversight, management, and accountability

of key governance processes, procedures,

and controls across ASOS. Chaired by

our General Counsel & Company Secretary

and reports to the Management Committee

and the Audit Committee.

FWI Supporting Working Groups Governance

Cross-functional groups responsible

for delivering and supporting

operational delivery in related areas

(risk, operations, and reporting).

Cross-functional teams responsible for

delivering and supporting operational

delivery in related areas.

Planet* Product* People*

Climate & Nature

Raw materials

Design & Production

Use & Recovery

Human Rights

Diversity, Equity

& Inclusion

* The three pillars are set out in our FWI Strategy – further details are available on pages

28 to 33.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Task Force on Climate-related

Financial Disclosures (TCFD)

continued

Section 1: Governance – Disclose

the organisation’s governance

around climate-related risks

and opportunities.

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.

Board oversight

PLC Board: Climate change risks and

opportunities continue to be a key part of our

strategic agenda and are identiﬁed and

monitored as one of our principal risks (see

page 68). Our Board has established a

dedicated Sustainability Committee to provide

oversight of ESG matters and ensure the

effective implementation of our FWI Strategy.

Activities relating to climate change this period

have been focused around reviewing, and where

necessary revising, our FWI goals and targets,

and developing related operational plans.

Further details are provided in the FWI Section

on pages 28 to 33, and information on the

activities of our Committees are set out below.

Sustainability Committee: Our Sustainability

Committee oversees how we manage ESG at

ASOS, with focus areas including:

• ESG Strategy Oversight: Overseeing

ourESG Strategy (our FWI Strategy) and

ensuring alignment with our wider strategy

and business model. The Sustainability

Committee has driven a refresh of our

FWIStrategy and related goals this

ﬁnancialperiod.

• FWI Strategy Execution, ESG Practices,

and Monitoring: Providing oversight on the

execution of the updated FWI Strategy and

monitoring our progress against targets and

KPIs, with a focus on ESG risk management.

This includes overseeing key policies and

programmes essential for FWI Strategy

implementation, reviewing practices and

initiatives to ensure they remain effective,

and tracking progress against our goals.

• Stakeholder Communication: Ensuring

allstakeholders receive appropriate and

accurate information about our ESG

activities, overseeing how our updated FWI

Strategy is communicated to stakeholders.

• Regulatory Compliance: Monitoring

relevant legal and regulatory requirements

toensure ASOS’ compliance, working in

conjunction with the Board, Audit Committee,

and Management Committee.

• Remuneration Recommendations: Offering

recommendations to the Remuneration

Committee on ESG-speciﬁc targets for

senior management incentive packages.

Our Sustainability Committee is comprised of

three Independent Non-executive Directors and

one Non-Independent Non-executive Director.

A detailed overview of the skills, qualiﬁcations,

and experience of its members are available in

the Board biographies on pages 72 to 75.

Meeting twice a year as a minimum, the

Sustainability Committee provides feedback

tothe Board on climate-related risks,

opportunities, issues, and activities after each

meeting. Details of the actions taken by the

Sustainability Committee in the period are

shown in our Sustainability Committee Report

on pages 94 to 95.

Audit Committee: Our Audit Committee

ensures the appropriateness of our governance,

risk management, and external reporting and is

formed of Independent Non-executive Directors

See our Audit Committee Report on pages 96

to101 for further details. Their activities include

providing oversight of our principal risks,

monitoring whether risks are being managed

within the Group’s risk appetite, and the

identiﬁcation and assessment of the emerging

risks, including those relating to ESG.

Sustainability and Climate Change is identiﬁed

as one of our principal risks and is included within

this review process (see our Principal Risk Report

on page 68). The Audit Committee meets

quarterly and provides feedback to the Board

after each meeting.

Remuneration Committee: Our Remuneration

Committee meets four times a year and

assesses and oversees the potential

incorporation of ESG-related targets into

incentive and compensation structures.

Feedback is provided to the Board following

eachmeeting. The Remuneration Committee’s

composition, responsibilities and activities are

setout in the Remuneration Committee Chair’s

Statement on pages 102 to 103. See page 103 for

how FWI Strategy targets and activities may be

considered in relation to bonus awards in FY25.

Role of management

Management Committee: Responsibility for

day-to-day management of our risk proﬁle sits

with our Management Committee, which

includes our CEO and CFO. A formal review

ofour principal and functional risks, including

those relating to climate change, is conducted

by management twice a year. The resulting

updated principal risk proﬁle is approved by

theCommittee before being reviewed by our

Audit Committee and Board. Our CFO is

accountable for ensuring effective risk

management processes are in place, supported

by our Head of Internal Audit & Risk. For more

details on our approach to risk management,

see pages 62 to 63.

FWI Steering Committee: We have

established a new FWI Steering Committee to

support our updated FWI programme by

managing and overseeing its progress and

activities. The FWI Steering Committee also

provides clear roles, responsibilities, and

communication channels for FWI topics and

ensures alignment with our objectives and

stakeholder expectations. Three working groups

support the FWI Steering Committee by

ensuring successful delivery of FWI initiatives,

and overseeing reporting and governance of

environmental and social risk management

practices. The FWI Steering Committee meets

monthly and reports to our Management

Committee and, where required, escalates

toand informs our Sustainability Committee,

Audit Committee, and Board.

Governance Working Group (GWG): Our GWG

is a management forum chaired by our General

Counsel & Company Secretary and is formed

of a cross-functional group of Senior Leaders,

including our CFO. The GWG ensures we are

disciplined in our approach to business and do the

right thing. This includes ensuring there is clear

accountability and effective management over

our key governance processes, procedures and

controls, and acting as an escalation point when

signiﬁcant risks areidentiﬁed. The GWG reports

to our Management Committee and Audit

Committee on relevant topics as they arise.

Our Investor Relations team, Chief of Staff &

Strategy, CEO, and CFO are responsible for

ongoing engagement with investors, including

on matters relating to ESG topics.

Section 2: Strategy – Disclose

the actual and potential impacts

of climate-related risks and

opportunities on the organisation’s

businesses, strategy, and ﬁnancial

planning, where such information

is material.

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 business, strategy,

andﬁnancial planning.

c) Describe the resilience of the organisation’s

strategy, taking into consideration

different climate-related scenarios,

including a 2ºC or lower scenario.

Our approach to climate modelling

As part of our efforts to fully align with the

TCFD recommended disclosures, this year we

have, for the ﬁrst time, presented our initial

quantiﬁed scenario analysis of climate-related

risks. As outlined in our methodology section

below, it is important to note that our initial

analysis has assessed unmitigated climate risks

arising from IPPC-deﬁned climate emissions

pathway scenarios. This means that they

explore the potential impacts of climate on our

business without assuming the implementation

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

of any additional mitigation efforts by us

orourstakeholders (e.g. governments or

industries) to reduce the likelihood of these risks

being realised. This approach provides a solid

ﬁrst step and allows us to examine possible

worst-case effects of climate change on our

business and its operations.

Our modelling focuses on downside risks and is

based on our current product range, sourcing

strategy, and asset base, with no mitigation

or strategic response assumed to minimise

these risks. The ﬁnancial values and potential

costs presented are quoted as ranges to

reﬂect the inherent uncertainties of

climate-related modelling, which relies heavily

on assumptions. These uncertainties are

driven by the rapidly evolving nature of

climate science, regulatory developments,

and technological advancements. See section

below for our methodology on determining

material ﬁnancial impacts.

Our analysis is both initial and exploratory

innature and should not be considered a

forecast or prediction. Instead, it serves as

atool to test the resilience of our business

strategy under different potential future

climate conditions. The scenarios are based

on IPPC deﬁned emissions pathways, providing

insights into the required reduction in GHG

emissions and changes in stakeholder

behaviour that would align with varying levels

of policy enforcement, ranging from minimal

regulation (resulting in temperature rises

above 4°C) to ambitious Paris Agreement

targets (1.5°C).

As with any forward-looking analysis, there

aresigniﬁcant uncertainties involved. The

assumptions underpinning this analysis are

based on IPCC emissions pathway scenarios,

regulatory landscapes, market conditions and

areas of our business model including our

supplier portfolio, all of which are subject to

rapid change. As a result, our scenarios cannot

capture the full range of potential future

developments, particularly as new data,

policies, and technological advancements

emerge. This analysis therefore represents a

snapshot of plausible futures under existing

assumptions and currently known information,

but it does not encompass the full breadth of

possible outcomes.

Given that this is our ﬁrst year of conducting

quantiﬁed scenario analysis, we recognise that

this is an initial step in better understanding

our climate related risks and opportunities.

Over time, as we improve our systems and

visibility of our supply chain, we will incorporate

more reﬁned data into our modeling, enabling

us to understand and report on increasingly

representative ﬁnancial impacts of climate

change on our business. This iterative process

will ensure that our scenario analysis remains

arelevant and effective tool for strategic

decision-making in an uncertain climate future.

Methodology and Assumptions

The tables on pages 38 to 43 outline our

climate-related risks and opportunities,

theimpact they could have on our business

and on the delivery of our strategic goals,

splitbetween:

impacts are expected up to 2030 as

currently announced decarbonisation

legislation/regulations come into force.

Asa result, we assessed these over short

and medium time horizons.

• Physical impacts: Climate change can

cause both shorter term changes and

longer term chronic shifts in weather

patterns, and so we assessed physical

impacts over short, medium, and long

termhorizons.

How we determined climate-related

risks and opportunities with a material/

signiﬁcant impact

Identifying material topics :

To identify potential climate-related risks and

opportunities for further analysis we relied upon

the results of our qualitative impact materiality

assessment which we updated during the

period. The update considered topics from the

European Sustainability Reporting Standards

(ESRS) guidelines. The output was used to

identify topics which were considered material

by nature. These topics have been included

within our Transition and Physical risk area

disclosures below. For a full list of material topics

see our GRI Disclosures on pages 51 to 53.

Further details on the update to our qualitative

analysis can be found in our updated FWI

Strategy, which is available on our plc site at

asosplc.com/fashion-with-integrity.

Material ﬁnancial impacts:

Our updated deep-dive modelling has enabled

us to better understand our potential risks and

opportunities, including the ﬁnancial and other

impacts that they could have on our business

and our strategy. Inputs to the model included

certain key business information such as

ﬁnancial estimates, market breakdowns, Tier 1

facility locations and volumes, raw materials

usage data, and greenhouse gas emissions

across Scopes 1, 2, and 3. Data used relating

tothe usage of sustainable materials and our

Scope 3.1a product emissions data are based

ona series of documented estimates and

assumptions, such as product weight and overall

composition. More detail is available at asosplc.

com/ fashion-with-integrity/.

We have conducted sensitivity analysis on our

estimates and assumptions to determine the

risk of potential errors in our reported ﬁgures.

This work identiﬁed that no reasonable possible

change in our estimates and assumptions would

result in our reported ﬁgures changing by 5% or

more (our ESG materiality based on the SBTi’s

triggered recalculation criteria thresholds).

As a result, we do not consider these estimates

or assumptions to be materially sensitive.

The assessment provided the estimated

potential annual ﬁnancial impacts for each

qualitatively material area (deﬁned above).

Financial impacts are the present value of

estimated future cash ﬂows lost due to the

impact and time horizon assessed, averaged for

the number of years in the respective time

horizon (this is referred to as Annual Earning

Value at Risk (Annual EVAR)).

Transition risks and opportunities

Result from moving to a lower-carbon economy

and are caused by requirements to change

ourbusiness model or operations, market

sentiment, climate policy/legislation, the need

to update technology, and any reputational

impacts resulting from these areas.

Physical risks and opportunities

Result from the effects of climate change on

the environment and weather and are caused

by global warming, leading to more extreme

weather events such as drought, excessive

heat, wildﬁres, ﬂooding, heavy precipitation,

and cyclones.

Our approach to identifying and

assessing the impact of climate-related

risks and opportunities.

During the period, we worked in partnership

withRisilience, a UK-based company, which uses

methodology and scenarios from its academic

partner, the University of Cambridge Centre

for Risk Studies, to refresh our deep dive

scenario analysis using the scenarios and

assumptions below.

The scenarios we analysed

We used three emissions pathway scenarios

(using the latest data published in the Sixth

Assessment Report from the Intergovernmental

Panel on Climate Change (IPCC) in 2022) to

identify and assess potential transition and

physical impacts:

1. No policies (>4

C by 2100) : Assumed

continued increases in energy consumption

and emissions until the end of the century

without decarbonisation policies. Included as

a reasonable worst-case emissions pathway

scenario as outlined by IPCC.

2. Announced policies (2.5

C by 2100):

Assumed currently published and drafted

commitments and objectives were issued

and met including countries’ Nationally

Determined Contributions (NDCs). Included

as a realistic emissions pathway scenario

based on current information, where all

known legislation has been enforced.

3. Paris Agreement Ambition (1.5

C by

2050): Assumed further urgent and radical

political responses made including swift

andsystemic overhaul of energy systems,

sweeping changes in society and more

investment in technological innovation in

order to meet the Paris Ambition. Included

as this is the only scenario aligning with the

Paris Agreement’s 1.5°C warming limit,

needed to avert the worst impacts of

climate change, as reported by the IPCC.

The time horizons we analysed

We used three different time horizons: (short

(0-5 years), medium (5-10 years) and long (up to

2040)) when assessing potential transition and

physical impacts as follows:

• Transition impacts: Beyond a 5–10-year

time horizon transition impacts are highly

uncertain due to lack of visibility of future

policy and legislation and global market

trends. Our largest currently known

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Transition Risks

Transition risk

area

Climate

scenario

Annual EVAR

(£m)

Potential impacts and risks to ASOS

Near-term

(5 Year)

Mid-term

(10 Year)

Market Awareness

Changing customer

preferences and

investor sentiment

(Revenue Reduction)

No Policy >4ºC 0-5 5-10

Revenue Impact: Growing interest in sustainable products

Growing interest in sustainable products and services could lead to

increased demand for products with lower environmental impacts. If

we were unable to react to this change in market demand or keep pace

with our competitors, this could lead to lost market share and impact

our ﬁnancial performance.

Market Capitalisation Impact: Changes in investor behaviour

(not quantiﬁed)

If we did not transition to be a low-carbon business in a timely manner,

increased market awareness could drive investment to alternative

greener opportunities. Failure to meet our publicly stated sustainability

goals and/or disclosure requirements could also negatively impact

investor conﬁdence. This could make access to ﬁnancing more difﬁcult

and impact our ability to deliver our strategy or increase our cost

of capital, resulting in higher ﬁnancing costs, with an impact on our

ﬁnancial performance.

If we were to continue to rely on fossil fuels this could lead to missing

our externally stated goals and affect stakeholder conﬁdence in ASOS

and could impact on our ﬁnancial performance.

Stated Policy

2.5ºC

15-20 20-25

Paris

Ambition

1.5ºC

25-30 35-40

Policy & Legal

Regulatory, compliance,

litigation costs, or

pricing of emissions

(Costs Increase)

No Policy >4ºC 0-5 0-5

Cost Impact: New legislation/regulation

Governments are increasing legislation and regulations to drive reductions

in greenhouse gas (GHG) emissions. We must comply with upcoming UK,

EU, and US legislation including Product Mandates which will increase

labelling requirements and product scrutiny, and Enhanced Reporting

which will introduce additional reporting requirements. These emerging

requirements could signiﬁcantly increase our compliance costs and

failure to meet them could result in ﬁnes. Related stakeholder litigation

could lead to increased costs through defending or settling claims and

associated negative publicity could affect customer sentiment, leading to

lost sales and market share. All of these things could impact our ﬁnancial

performance.

The focus of this risk is in EU markets where several pieces of legislation

are expected to come in by 2030, including (but not limited to) the

Corporate Sustainability Reporting Directive (CSRD), Extended Producer

Responsibility (EPR), Corporate Sustainability Due Dilligence Directive

(CS3D), and the Ecodesign for Sustainable Products Regulation (ESPR).

Cost Impact: Increases in carbon taxation

Governments are also looking at other routes including taxation to support

green goals. We are subject to certain existing GHG emissions taxes

including the EU's Emissions Trading System (EU ETS) emissions surcharge.

If taxation levels were to increase further this could lead to higher

operating costs and impact our ﬁnancial performance.

Stated Policy

2.5ºC

0-5 0-5

Paris

Ambition

1.5ºC

5-10 5-10

Task Force on Climate-related

Financial Disclosures (TCFD)

continued

1 Annual EVAR is the present value of estimated future cash ﬂows lost due to the impact under the time horizon being assessed, averaged for the number of years

in that time horizon.

2 In preparing the above disclosures we considered all climate-related risks and potential ﬁnancial impacts set out in Tables A1.1 and A1.2 of the TCFD Guidance

but have only highlighted impacts and any aligned mitigations or strategic opportunities where these were relevant and applicable to our business model.

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Mitigating activities

Strategic opportunities

Revenue Impact: Growing interest in sustainable products

• Product diversiﬁcation: Our updated FWI Strategy (see pages 28 to 33 for further details)

includes targets for growing our more sustainable product offering through:

– Piloting or launching new circular business models across resale, rental, takeback,

andrepair (page 31).

– Training third-party suppliers on our ASOS Circular Design Strategies (page 31)

– Increasing the use of sustainable materials across our whole own-brand product range

(page 30).

• We also monitor the impacts of sustainability and climate change on market trends

through the governance forums outlined in Section 1 (see page 36) so we can adapt our

strategy andproduct lines to manage related risks.

Market Capitalisation Impact: Changes in investor behaviour

• Continued investor engagement: Our Chair, CEO, CFO, Chief of Staff & Strategy, and

Investor Relations team already engage investors on topics including ESG (see also our

Corporate Governance Report on page 89). This ensures we continue to align to investor

sentiment and in future could enable us to adapt and evolve our strategy as needed to

ensure continued access to funding.

Meeting changes in market demand

With the right response and management,

a shift in market preferences towards

more sustainable products could provide

upside opportunities through increased

sales and market share gains, with resulting

improvements in ﬁnancial performance.

Cost Impact: New legislation/regulation

• Horizon scanning: We regularly monitor emerging legislation to identify and plan for

newrequirements early and avoid non-compliance. Early planning helps us to minimise

implementation costs where possible and identify the most cost-effective solutions

forcompliance.

• Reporting controls: We have internal controls to manage risks associated with existing

external reporting requirements including policies, operating procedures, systemic and

manual controls and approaches for assurance/oversight of management information

(where needed).

Cost Impact: Increases in carbon taxation

• Emissions reduction: Our updated FWI Strategy (see page 28 to 33 for further details)

includes targets for emissions reduction through changes to our product and packaging

materials and improving our energy efﬁciency across our direct operations. These

changes could reduce our risk of falling within scope of further emissions taxation or

reduce the ﬁnancial impact if we did.

Other efﬁciency gains

Better understanding of our products and

processes gained whilst implementing upcoming

legislation/regulation could help us to identify

product (e.g. better pricing through consolidated

buying) or process efﬁciency opportunities which

could lower our operational costs.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

1 Annual EVAR is the present value of estimated future cash ﬂows lost due to the impact under the time horizon being assessed, averaged for the number of years

inthat time horizon.

2 In preparing the above disclosures we considered all climate-related risks and potential ﬁnancial impacts set out in Tables A1.1 and A1.2 of the TCFD Guidance but

have only highlighted impacts andany aligned mitigations or strategic opportunities where these were relevant and applicable to our business model.

Transition risk

area

Climate

scenario

Annual EVAR

(£m)

Potential impacts and risks to ASOS

Near-term

(5 Year)

Mid-term

(10 Year)

Social Awareness

Consumers engaging

in climate activism,

targeting individual

companies with

boycotts

(Revenue Reduction)

No Policy >4ºC 0-5 0-5

Revenue Impact: Awareness of sustainability activities

Increased awareness of climate change issues and company responses

could affect the behaviour of our customers and current orpotential

employees. Negative publicity resulting from a failure to meet our

sustainability targets or to effectively incorporate climate change

considerations into our decision making could lead to:

•

Our customers shopping elsewhere, resulting in lost sales and market

share, impacting our ﬁnancial performance.

• Our customers collectively taking action to boycott shopping with us,

resulting in lost sales, impacting our ﬁnancial performance.

• ASOS being less attractive to new or current talent, impacting our

ability to deliver our strategy or increasing our employment costs

if we were required to pay above market wages.

Stated Policy

2.5ºC

0-5 0-5

Paris

Ambition

1.5ºC

0-5 0-5

Technology

Investing in low-

emission technology

(Asset Impairment)

No Policy >4ºC 0-5 0-5

Asset Impairment: Investment in new lower carbon technology

Timely business investment in the right new technology will be needed

to reduce emissions and effectively track and demonstrate product

sustainability data.

Investing in inappropriate or ineffective technology could reduce the

capital we have available for other strategic priorities and impact our

ﬁnancial performance if the return on investment was poor.

If we did not invest in technology early enough or at all we could be

unable to reduce our carbon emissions as quickly as competitors, or to

develop alternative low-carbon products as cost-effectively. This could

lead to lost market share and potential non-compliance with upcoming

regulation, impacting our ﬁnancial performance.

Stated Policy

2.5ºC

0-5 0-5

Paris

Ambition

1.5ºC

0-5 0-5

Task Force on Climate-related

Financial Disclosures (TCFD)

continued

Transition Risks continued

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Mitigating activities

Strategic opportunities

Revenue Impact: Awareness of sustainability activities

• FWI Strategy transparency: Our updated FWI Strategy sets out our targets and

commitments across Planet, Product, and People, while providing insight into any

challenges and limitations we face. Regular reporting on our progress will ensure our

stakeholders, including consumers and current/potential employees, remain informed.

• Reporting controls: As noted above, we have internal controls in place to manage the risks

associated with external reporting and ensure our stakeholder communications remain

accurate.

Growing market share

Successful delivery against our targets and

commitments could provide upside opportunities

through increased sales and market share

gains with resulting improvements in ﬁnancial

performance, and/or could enable us to attract

and retain our talent supporting quicker or more

effective delivery of our strategic goals.

Asset Impairment: Investment in new lower carbon technology

• Investment appraisal: We have established processes and controls to assess the ﬁt, timing,

and return of products/service/systems before we invest. We work closely with partners

to identify and assess climate-related technology solutions as these evolve. These

activities should ensure we can make timely investments in the right technology.

• Horizon scanning: As noted above, we monitor emerging legislation to identify and plan

fornew requirements. This includes where we need new technology to ensure compliance.

Relevant system development projects are overseen by our FWI Steering Committee.

Having the right systems should enable us to comply with future regulations, including

reporting requirements.

Growing market share

Timely investment in the right technology to

support reductions in GHG emissions could

provide upside opportunities through increased

sales and market share gains, or help identify

other process efﬁciency opportunities, which

could lower our operational costs.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Physical Risks

1 Annual EVAR is the present value of estimated future cash ﬂows lost due to the impact under the time horizon being assessed, averaged for the number of years

in that time horizon.

2 In preparing the above disclosures we considered all climate-related risks and potential ﬁnancial impacts set out in Tables A1.1 and A1.2 of the TCFD Guidance

but have only highlighted impacts and any aligned mitigations or strategic opportunities where these were relevant and applicable to our business model.

Task Force on Climate-related

Financial Disclosures (TCFD)

continued

Physical risk area

Climate

scenario

Annual EVAR

(£m)

Potential impacts and risks to ASOS

Near-

term

(5 Year)

Mid-term

(10 Year)

Long-

term

(2040)

Chronic Climate

Impacts

Longer-term effects

including heat

stress, changes in

precipitation, droughts,

sea level rises

(Revenue Reduction)

No Policy

>4ºC

0-5 0-5 0-5

Supply Chain

Revenue Impact: Reduced raw material availability

Water scarcity and resulting regulatory restrictions could affect

the availability of raw materials and our third-party suppliers’

production processes, resulting in increased production expenses

that impact our ﬁnancial performance.

Our Tier 1 sourcing locations with the largest potential ﬁnancial

impacts identiﬁed by our modelling were: Hangzhou, China;

Cairo, Egypt; Casablanca, Morocco; Rabat, Morocco; and Dhaka,

Bangladesh. These were not separately or jointly material.

Stated

Policy

2.5ºC

0-5 0-5 0-5

Paris

Ambition

1.5ºC

0-5 0-5 0-5

Acute Climate

Impacts

Weather events

including heatwaves,

storms, tornados,

ﬂoods, lightning,

wildﬁres

(Revenue Reduction)

No Policy

>4ºC

5-10 5-10 5-10

Own Operations

Revenue Impact: Issues with worker safety

Acute weather events could make working conditions unsafe

and ultimately lead to disruption and/or closure of our sites

oroperations and impact our ﬁnancial performance.

Revenue Impact: Operational disruption

Acute weather events could disrupt, damage or destroy our key

leased logistics or ofﬁce facilities and/or any owned inventory or

plant and equipment that they hold. Related damage, destruction

or the impact on our operations could lead to incremental costs

and impact our ﬁnancial performance.

The largest potential ﬁnancial impacts identiﬁed by our modelling

related to our UK operations (including logistics facilities in

Doncaster and Barnsley) and our fulﬁlment centre near Berlin,

Germany. However, these impacts were not separately or jointly

material.

Stated

Policy

2.5ºC

5-10 5-10 0-5

Paris

Ambition

1.5ºC

5-10 5-10 0-5

Supply Chain

Revenue Impact: Facilities disruption in our supply chain

More frequent and severe extreme weather (such as riverine

and surface water ﬂooding) could disrupt, damage or destroy

our third-party suppliers’ sites or operations, increasing costs,

hindering our ability to obtain or distribute goods, and impacting

our ﬁnancial performance.

Our supplier location with the largest potential ﬁnancial impact

identiﬁed by our modelling was Hangzhou, China. This was not

individually material or material in combination with the impact

across our Tier 1 supply chain locations.

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Mitigating activities

Strategic opportunities

Revenue Impact: Reduced raw material availability

• Managing exposure to water risks in our supply chain: We have carried out an analysis of

the water stress of our Tier 1 suppliers to assess the water scarcity risks and ﬂooding risks

in our supply chain. We currently gather data on water use and water stress through the

Higg Index Facility Environmental Module (FEM) and the WWF Water Risk Filter. We intend

on using this data to set requirements for suppliers to develop ﬂood and water scarcity

resilience plans.

• Increasing our procurement of more sustainable materials: Aligned to our FWI targets,

we plan to increase our usage of more sustainable materials such as Better Cotton

or other certiﬁed sources such as Organic. See page 30 for further details.

Revenue Impact: Issues with worker safety

• Health and safety management: We conduct annual air quality surveys at our key ofﬁce

facilities that consider temperature. Early identiﬁcation of any issues will enable us to

follow the most cost-effective response and avoid or manage the impact and costs of

operational or employee issues.

Revenue Impact: Operational disruption

• Business continuity planning: Our business continuity framework includes regular risk

assessments. We maintain response plans for our key operational sites if they are

disrupted, irrespective of cause. Having an effective and understood response plan

in place will help us to minimise the cost and operational impacts of disruption, and its

impact on our ﬁnancial performance.

Operational hardening

By completing site audits and/or external

sustainability assessments (e.g. BREEAM or

GRESB Certiﬁcations) we could identify and

remediate potential impacts of acute weather

events earlier, enabling us to follow the most

cost-effective response, and avoid or manage

the impact and costs of future operational or

employee issues.

See mitigating activities above for managing physical climate impacts in our

upply chain.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Section 3: Risk Management –

Disclose how the organisation

identiﬁes, assesses, and manages

climate-related risks.

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 the processes for

identifying, assessing, and managing

climate-related risks are integrated

into the organisation’s overall risk

management.

Climate-related risks and opportunities

fallwithin the scope of our broader Risk

Management approach on pages 62 to 63.

This includes our processes for identifying,

assessing, and escalating risks where

appropriate and our deﬁned measures of

impact and likelihood which are used for

assessing all types of risk.

We review and update our risk proﬁle

biannually to identify any new risks and assess

the level of exposure, check progress with

mitigating actions, and determine whether

further mitigation activities are needed.

Through this process, we also scan the horizon

to identify and assess new potential risks

(including relating to legislation) before

theyemerge. As an additional assessment

during FY24, we have also used the results

ofour updated climate-related risk and

opportunity modelling (see Section 2 on

pages 36 to 43) to assess the completeness

of our recognised risks.

Our newly established FWI Risk Management

Working Group maintains oversight of

cross-functional climate-related risks and

opportunities that could impact our business.

Aligned to our wider risk management

processes, responsibility for risk reviews and

the management of risks remains with

Management Committee members and their

functional Senior Leaders. The review process

is supported by our Risk Management team.

Where risks are identiﬁed as outside of our

risk appetite, appropriate treatments are put

in place to either mitigate and control risk, or

the risk is accepted and monitored.

Treatments can include transferring risks

outside of our organisation, for example by

ensuring we have appropriate insurance. The

results of risk reviews are also used to monitor

for changes to the size or scope of our

principal risks.

This universal approach enables us to:

understand what our material risks are;

ensure assessments are comparable between

different types of risk; and drive the right

outcomes for avoiding, treating, or accepting

risks in line with our risk appetite. Through this

approach, Climate Change and Sustainability

has been identiﬁed as a principal risk

(seepage 68).

Section 4: Metrics and Targets –

Disclose the metrics and targets

used to assess and manage

relevant climate-related risks

andopportunities where such

information is material.

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 greenhouse gas

(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.

As explained in our Consistency Statement on

page 35, the disclosures below are only

partially consistent with Section 4 Metrics

and Targets parts a) and c) of the TCFD

Guidance. We have made progress in the

period but some work remains to improve our

systems and processes to enable reporting on

remaining metrics and targets for assessing

and managing our climate-related risks and

opportunities, including recommended

metrics from Table A2.1 of the TCFD

Guidance. As reported in FY23, we are

working towards achieving full consistency for

our FY25 Annual Report.

Updating our deep-dive analysis in the period

has improved our understanding of our

climate-related risks and opportunities and

enabled us to consider which metrics and

targets are best placed to help us assess

andmanage them. The actions we need to

take to mitigate the risks identiﬁed through

our deep-dive analysis align to the targets

we’ve set in our updated FWI Strategy.

Over the period we also improved our GHG

emissions calculation methodology which has

enabled us to report a refreshed baseline and

has given us better insight into our progress

against our GHG targets. The updated

methodology also provided improved carbon

data that we used as an input for our

refreshed deep-dive analysis.

Our GHG emissions continue to be a key

metric we use to assess and manage our

climate-related risks and opportunities, as

emissions are driving global temperature

increases that are a key root cause of all

other impacts we have identiﬁed. Our Scope 1,

2, and 3 GHG emissions metrics for FY24 are

available on page 29 including a breakdown

ofthe sources of emissions within each Scope,

our methodology, and detail of our

assumptions used.

During the year we have developed our

updated decarbonisation strategy in

partnership with our carbon accounting

partner. Our next steps will be to consider and

reﬂect the Transition Plan Taskforce’s (TPT)

recommendations before we publish this

externally. The UK Government is consulting

on guidance for UK companies that will help

them disclose transition plans in alignment

with the TPT’s recommendations. This is

expected to form part of the forthcoming

Sustainability Reporting Standards (UK SRS)

as part of the delayed Sustainability

Disclosure Requirements (SDR) regime. We

are monitoring for further updates and will

publish our climate transition plan following

the ﬁnalisation of this guidance to ensure

wealign with its recommendations.

We have not obtained external assurance

over any of our metrics for the current or

previous ﬁnancial periods disclosed. We are

developing our ESG assurance plans, including

considering which metrics to include for

assurance activities and the level of

assurance needed, taking into account the

timelines and requirements of the Corporate

Sustainability Reporting Directive (CSRD).

Task Force on Climate-related

Financial Disclosures (TCFD)

continued

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Which metrics do we measure Which risks or opportunities do these

metrics help us assess (size and movement)

Have we set targets and where

are we reporting our performance

GHG emissions (tCO

e across Scopes 1,

2 and 3 in our upstream and downstream

value chain).

• Failure to deliver published sustainability goals.



• Non-compliance with decarbonisation legislation

or regulations.

• Increased GHG emission taxation.

• Lost market share and/or boycotts due to

negative publicity.

• Failure to attract or retain strategically

important talent.

Yes

– see Planet pillar of our updated

FWI Strategy for our targets for

emission reductions from ASOS own

brand manufacturing, our partner brand

products and our entire value chain. This

is available at asosplc.com/fashion-with-

integrity/. Our latest performance is

shown in the FWI section on page 29.

Use of more sustainable direct materials

(% of total weight of ASOS own brand

clothing made up of more sustainable

materials).

• Failure to deliver published sustainability goals.



• Shortage of direct (e.g. cotton) or indirect (e.g.

packaging) materials.

• Increased taxation on less sustainable energy,

direct or indirect materials.

• Lost market share due to not meeting demand

for more sustainable products and/or boycotts

due to negative publicity.

• Failure to attract or retain strategically

important talent.

Yes

– see Product pillar of our updated

FWI Strategy for our targets for our

use of renewable electricity, more

sustainable materials, and packaging

recycled content. This is available at

asosplc.com/fashion-with-integrity/.

Our latest performance is shown in the

FWI section on page 30.

Use of more sustainable indirect materials

(% of total weight of mailing and garment

bags made up of recycled content).

Partner brands commitment to

decarbonisation (% of emissions from

partner brand products sold on asos.com

that were sourced from partners who

have set science-based targets).

• Failure to deliver published sustainability goals.



• Lost market share due to not meeting demand

for more sustainable products.

1, 4

Yes

– see Planet pillar of our updated

FWI Strategy for our targets on

engagement with partner brands

relating to the Science-Based Targets

initiative (SBTi). This is available at

asosplc.com/fashion-with-integrity/.

Our latest performance is shown in the

FWI section on page 29.

New circular business models offered

(piloting or launching circular business

models across resale, rental, takeback and

repair and providing circularity training to

our suppliers).

• Failure to deliver published sustainability goals.



• Lost market share due to not meeting demand

for more sustainable products and/or boycotts

due to negative publicity.

1, 4

• Failure to attract or retain strategically

important talent.

Yes

– see Product pillar of our updated

FWI Strategy for our targets on circular

business models and providing circular

design training. This is available at

asosplc.com/fashion-with-integrity/.

Ourlatest performance is shown in the

FWI section on page 31.

Own-brand supply chain drought risk

(suppliers’ water stress scoring measured

by voluntary WWF Water Risk Filter or the

WRI Aqueduct Tool completion).

• Lack of availability of raw materials and/or

third-party suppliers production processes

disruption

No – Although, this metric will be used

for target setting in our internal water

strategy which is currently under

development.

1 See Growing interest in sustainable products under the Market Awareness risk areas on pages 38 to 39.

2 See New legislation/regulation under the Policy & Legal risk area on pages 38 to 39.

3 See Increases in carbon taxation under the Policy & Legal risk area on pages 38 to 39.

4 See Awareness of sustainability activities under the Social Awareness risk area on pages 40 to 41.

5 See Reduced raw material availability under Chronic Climate Impacts on pages 42 to 43.

6 Our updated FWI Strategy is available at available at asosplc.com/fashion-with-integrity/ and contains further information on speciﬁc targets referenced in the

above table, including deﬁnition of stated terms, details of calculation methodologies and assumptions or estimates used.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Streamlined Energy

& Carbon Reporting

Unit of

measurement

UK Portion Total Global

FY24

FY23

(restated) % change

FY23

(previously

reported) FY24

FY23

(restated) % change

FY23

(previously

reported)

Energy Consumption:

used to calculate

emissions for gas

andelectricity

MWh 32,477 31,366 +4% 31,366 57,171 53,896 +6% 53,896

Scope 1: emissions from

combustion of gas

tCO

e1,5801,779

-11% 2,147 2,781 3,067 -9% 2,785

Location Based (LB)

Scope 2: emissions

frompurchased

electricity (LB)

tCO

e 5,183 5,071

+2% 4,065 9,125 8,743 +4% 10,770

Intensity Ratio – total

tCO

e/£m revenue (LB)

tCO

e/£m

revenue

–– – – 3.15 2.46 +28% 3.82

Market Based (MB)

Scope 2: emissions

frompurchased

electricity (MB)

tCO

e 0 0 0 0 2,372 2,259 +5% 2,896

Intensity Ratio – total

tCO

e/£m revenue (MB)

tCO

e/£m

revenue

– – – – 0.82 0.64 +29% 1.60

Quantiﬁcation and reporting

methodology

• In presenting the above data we have

followed the 2020 UK Government

Environmental Reporting Guidelines. We

have also used the Greenhouse Gas (GHG)

Reporting Protocol – Corporate Standard

(‘Operational Control’ boundary) and

applied a combination of resource-speciﬁc

emissions factors from the IPCC and

up-to-date country-speciﬁc grid data from

reliable third-party sources (e.g. ENTSO-E

for European Countries), IEA national

emissions factors, and tariff speciﬁc

emissions factors. Energy data is obtained

from a hierarchy of HH data, meter

readings, and invoices.

Energy Management Statement

• We monitor our energy consumption via our

Energy Management System, which enables

us to measure the impact of energy saving

initiatives and ensure we’re improving

energy efﬁciency across our direct

operations.

• As part of Energy Savings Opportunity

Scheme (ESOS) Phase 3 requirements,

we’ve recently conducted energy and

carbon audits across sites under our direct

operational control in the UK and EU. We’ll

be developing an action plan, in line with the

UK Government’s Environment Agency

requirements, to implement identiﬁed

energy and carbon savings initiatives.

Our reporting period for energy and carbon emissions is aligned to our ﬁnancial period, from 4 September 2023 to 1 September 2024.

During the period we have updated our carbon calculation methodology with support from a third-party provider. Although our underlying energy

data remains unchanged, due to the use of updated emissions factors, our FY23 Scope 1 and 2 emissions have been adjusted since they were

originally stated in our FY23 SECR disclosure. Below, we have restated these ﬁgures and disclosed our previously reported FY23 emissions in

italics for comparison purposes.

Greenhouse Gas Management

Statement

• This period, we have been working to

improve our systems to enable us to report

Scope 3 emissions alongside our full year

results. Our Scope 1, 2, and 3 emissions

metrics for FY24 are available on page 29

including a breakdown of the sources of

emissions included within each Scope and

the methodology used.

• In 2021, we achieved Science Based Targets

initiative (SBTi) validation for emissions

reduction targets set across Scopes 1, 2,

and 3. In line with guidance at the time,

these were intensity-based, meaning

ouremissions reduction targets

andperformance were calculated

proportionally to either ﬁnancial or

operational metrics. Following the

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

introduction of thesetargets, the SBTi

released the ﬁrstiteration of its Corporate

Net Zero Standard. This redeﬁned

target-setting criteria, with a new focus on

long-term absolute emissions reductions

targets, excluding the use of carbon

offsetting or removals until a 90%

reduction in absolute emissions has been

secured.

• This period we have reviewed our approach

and set new, near-term and long-term

absolute emissions reduction targets in

linewith this best practice. The updates to

our carbon reduction targets are aligned

tothe Paris Agreement’s 1.5 degree climate

change pathway and are:

– By FY30, to reduce the absolute

emissions generated by the manufacture

of ASOS own-brands and labels products

by 42% compared to a FY22 baseline.

– By FY30, to ensure 90% of emissions

generated by brand partner products

sold on ASOS come from brands who

have set science-based targets.

– By FY50, to reduce 90% of the absolute

emissions generated by our entire value

chain compared to a FY22 baseline.

• We are planning on submitting these

updated targets to the science-based

target initiative (SBTi) later this year for

validation. In addition to the above, we

haveset a target directly related to our

renewable electricity procurement:

– By FY27, procure 100% renewable

electricity across the ASOS estate.

An explanation of our FWI Strategy, our

targets and commitments, deﬁnitions,

andmethodologies is available on our plc

siteat asosplc.com/fashion-with-integrity/.

For further detail on our progress against

thetargets detailed in this section, please

seepage 29.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Sustainable Accounting Standards Board

(SASB) Index

This is our second disclosure in reference to the Sustainable Accounting Standards Board (SASB) Standards, covering our FY24 period. We’re

following the work being done to align international sustainability reporting frameworks, driven by the International Sustainability Standards

Board (ISSB) of the IFRS (International Financial Reporting Standards) Foundation. In August 2022, the ISSB assumed responsibility for the SASB

Standards, and continues to encourage businesses to use the SASB Standards.

We’ve reported in reference to version 2023-06 of both the Apparel, accessories & footwear Standard, and the E-commerce Standard.

E-commerce

Code Metric Commentary

Hardware

Infrastructure

Energy &

Water

Management

CG-EC-

130a.1

(1) Total energy consumed, (2) percentage grid

electricity, and (3) percentage renewable

We don’t operate or own any data centres and don’t actively manage

or monitor energy and water usage of our partner sites.

CG-EC-

130a.2

(1) Total water withdrawn, (2) total water consumed;

percentage of each in regions with High or Extremely

High Baseline Water Stress

CG-EC-

130a.3

Discussion of the integration of environmental

considerations into strategic planning for data

centre needs

Data Privacy &

Advertising

Standards

CG-EC-

220a.1

Number of users whose information is used for

secondary purposes

Not disclosed

CG-EC-

220a.2

Description of policies and practices relating to

behavioural advertising and user privacy

Page 64

Data security

CG-EC-

230a.1

Description of approach to identifying and

addressing data security risks

Page 64

CG-EC-

230a.2

(1) Number of data breaches, (2) percentage

involving personally identiﬁable information (PII

(Personally Identiﬁable Information)), (3) number of

users affected

Not disclosed

Employee

Recruitment,

Inclusion &

Performance

CG-EC-

330a.1

Employee engagement as a percentage Our engagement score is 65 (Global 2023 benchmark: 74) based on a

79% response rate. This survey was completed in April 2024. This score

is an average of responses to the following two questions: ‘I would

recommend ASOS as a great place to work,’ and ‘How happy are you

working at ASOS?’

We use Glint as an engagement survey platform. The questions asked

are a mixture of questions pulled from the Glint platform, as well as

some that are ASOS speciﬁc.

We ask questions on a variety of topics, including:

• Adaptability & taking chances

• Growth opportunity

• Inclusive culture

• Beneﬁts & wellbeing

• Functional leadership

• Conﬁdence in leadership

• Reward

• Belonging

• Integrity, fair decisions, and

transparency

• Collaboration

• Priorities

• Future success

• Objectives

• Development goals

• Equity

• Manager recommendation

• Dynamic working

• Brand and business

strategy

CG-EC-

330a.2

(1) Voluntary and (2) involuntary turnover rate for all

employees

Not disclosed

CG-EC-

330a.3

Percentage of gender and racial/ethnic group

representation for (1) management, (2) technical

staff, and (3) all other employees

Page 21 and see Ethnicity and Gender Pay Gap report on asosplc.com

CG-EC-

330a.4

Percentage of technical employees who are H-1B visa

holders

Not relevant

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Product

Packaging &

Distribution

CG-EC-

410a.1

Total greenhouse gas (GHG) footprint of product

shipments

Inter-warehouse transfers and outbound deliveries accounted for

167,778 tCO

e in FY24.

CG-EC-

410a.2

Discussion of strategies to reduce the environmental

impact of product delivery

We use third-party logistics providers for our outbound deliveries and

inter-warehouse transfers. Many providers have set individual

decarbonisation strategies and targets.

Activity

metrics

CG-EC-

000.A

Entity-deﬁned measure of user activity Page 55.

CG-EC-

000.B

Data processing capacity, percentage outsourced In FY24, we used 58,370,589.08 kWh of power for our outsourced cloud

operations. Microsoft estimates this to be 958.7 tonnes of CO

emissions.

CG-EC-

000.C

Number of shipments Page 54

Apparel, Accessories & Footwear

Management

of chemicals in

products

CG-AA-

250a.1

Discussion of processes to maintain compliance with

restricted substances regulations

We’ve developed a Restricted Substance List (RSL), which outlines the

acceptable limits of potentially toxic or harmful substances which can

be present in ﬁnished products. This RSL has been developed to comply

with legislative and regulatory requirements of global trading

territories we sell within, including REACH and Proposition 65.

We require all vendors who supply materials and/or ﬁnished goods

tocomply with all local and international laws. All suppliers have access

to the ASOS Chemical Policy and RSL via the supplier extranet. These

are also publicly available on the ASOS plc website. Compliance with

the RSL is mandated through the terms and conditions agreed between

ASOS and our suppliers.

We provide support to help our suppliers risk assess products and

necessary chemicals on an ASOS Chemical website, available to our

suppliers as a mobile app; and educate them as part of our ACCT

(ASOS Certiﬁed Chemical Technologist) program.

Our process is for testing to be assessed on bulk components,

toensure the components are safe before the production starts.

Suppliers are trained on what components and chemicals are to be

tested, with additional support available through an ASOS Chemical

website and app.

All suppliers must show testing proof that the components meet our

RSL, focusing on ﬁve mandatory chemicals. The bulk component is to

betested by one of Bureau Veritas’ (BV) global labs. The test report or

certiﬁcate is to be uploaded to our system per style for the garment

technologist or the supplier-nominated ACCT to review.

We have an additional compliance check with our Due Diligence

testing program, carried out on high-risk components (focusing on

Lead, Cadmium, and Phthalates where relevant per component).

Under this program, garments are picked off the production line

and independently tested by BV.

If a supplier has an Oeko Tex Standard 100 certiﬁcate, then testing

through BV is exempted. Our suppliers can also select trims from the

ASOS Preferred Trim list.

As part of the chemical management strategy, we are a signatory

member of the Zero Discharge of Hazardous Chemicals (ZDHC)

Roadmap to Zero programme. Within our Chemical Policy we ask

suppliers to follow the ZDHC CMS (Chemical Management System)

andTIG (Technical Industry Guide) guidelines.

We work closely with our suppliers and mills to ensure hazardous

chemicals are identiﬁed through InCheck reports.

We’ve started mapping wet processing suppliers and onboarding them

to the ZDHC Roadmap to Zero Programme. This includes Performance

Incheck, to demonstrate ZDHC MRSL conformance of the facility’s CIL

(Chemical Inventory List) and ClearStream (wastewater testing) to

monitor the quality of the facility’s discharged wastewater.

CG-AA-

250a.2

Discussion of processes to assess and manage risks

and/or hazards associated with chemicals in

products

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

Environmental

Impacts in the

Supply Chain

CG-AA-

430a.1

Percentage of (1) Tier 1 supplier facilities and (2)

supplier facilities beyond Tier 1 in compliance with

wastewater discharge permits and/or contractual

agreement

We ask Tier 1 suppliers to voluntarily complete the Worldly Higg FEM to

enable us to monitor compliance. As not all suppliers complete the FEM,

we are not able to report an overall compliance rate. In calendar year

2023, we had no self-reported non-compliances on wastewater/

efﬂuent discharges.

CG-AA-

430a.2

Percentage of (1) Tier 1 supplier facilities and (2)

supplier facilities beyond Tier 1 that have completed

the Worldly Higg Facility Environmental Module (FEM)

assessment or an equivalent environmental data

assessment

Tier 1 suppliers representing 58% of our FY24 intake volume completed

an FEM

Labour

Conditions in

the Supply

Chain

CG-AA-

430b.1

Percentage of (1) Tier 1 supplier facilities and (2)

supplier facilities beyond Tier 1 that have been

audited to a labour code of conduct, (3) percentage

of total audits conducted by a third-party auditor

1. 78% of our Tier 1 sites were audited between 1 September 2023

and31 August 2024.

2. 29% of our mapped sites beyond Tier 1 were audited between

1 September 2023 and 31 August 2024.

3. Not disclosed.

CG-AA-

430b.2

Priority non-conformance rate and associated

corrective action rate for suppliers’ labour code of

conduct audits

Not disclosed

CG-AA-

430b.3

Description of the greatest (1) labour and (2)

environmental, health, and safety risks in the supply

chain

See Modern Slavery Statement and page 5 of FWI Strategy Update

onasosplc.com/fashion-with-integrity/

Raw Materials

Sourcing

CG-AA-

440a.3

(1) List of priority raw materials; for each priority raw

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

likely to threaten sourcing, (3) discussion on business

risks or opportunities associated with environmental

or social factors and (4) management strategy for

addressing business risks and opportunities

Pages 30, 42, 43, and 45

CG-AA-

440a.4

(1) Amount of priority raw materials purchased, by

material, and (2) amount of each priority raw material

that is certiﬁed to a third-party environmental or

social standard, by standard

Page 30

Activity

metrics

CG-AA-

000.A

Number of (1) Tier 1 suppliers and (2) suppliers beyond

Tier 1

471 sites mapped in Tier 1

395 sites mapped beyond Tier 1

Sustainable Accounting Standards Board

(SASB) Index

continued

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

Global Reporting Initiative (GRI) disclosure

This is our second disclosure with reference to the GRI Standards. It covers our FY24 period.

GRI 1: Foundation 2021

GRI 2: General

Disclosures 2021

2-1 Organisational details Page 135

2-2 Entities included in the organisation’s

sustainability reporting

Sustainability reporting relates to the ASOS Group. More

details on subsidiaries are available on page 186

2-3 Reporting period, frequency and contact point This report covers our FY24 period, which runs from

4 September 2023 – 1 September 2024. We provide this report

annually. Key contact points are listed at asosplc.com

2-4 Restatements of information Pages 29 and 46 detail restatements relating to previously

reported carbon emissions

2-5 External assurance Page 44

2-6 Activities, value chain and other business

relationships

Information on ASOS and its brands can be found on pages 4 to

7. The list of markets we operate can be found on pages 57 and

58. See page 25 for more information on our engagement with

our suppliers, or read our modern slavery statement on

asosplc.com

2-7 Employees Page 21

2-8 Workers who are not employees See the Business Structure section of our latest Modern

Slavery Statement on asosplc.com

2-9 Governance structure and composition Pages 79, 82, and 83

2-10 Nomination and selection of the highest

governance body

Pages 90 to 93

2-11 Chair of the highest governance body Page 72

2-12 Role of the highest governance body in

overseeing the management of impacts

Pages 94 and 95

2-13 Delegation of responsibility for managing

impacts

Pages 83 and 94 to 97

2-14 Role of the highest governance body in

sustainability reporting

Pages 94 and 95

2-15 Conﬂicts of interest Page 84

2-16 Communication of critical concerns Pages 96 to 101

2-17 Collective knowledge of the highest governance

body

Pages 90 and 91

2-18 Evaluation of the performance of the highest

governance body

Pages 87 and 92

2-19 Remuneration policies Pages 104 to 107

2-20 Process to determine remuneration Pages 102 to 103

2-21 Annual total compensation ratio Page 114

2-22 Statement on sustainable development

strategy

Pages 3 and 4 of FWI Strategy Update on asosplc.com/

fashion-with-integrity/

2-23 Policy commitments Our policies can be found on asosplc.com/fashion-with-

integrity/

2-24 Embedding policy commitments We require our employees and partners to respect our policies

and Code of Conduct. For more information on how we engage

with suppliers, see page 25 and our Modern Slavery Statement

2-25 Processes to remediate negative impacts See Modern Slavery Statement on asosplc.com

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

ANNUAL REPORT AND ACCOUNTS 2024

2-26 Mechanisms for seeking advice and raising

concerns

Page 101 and Modern Slavery Statement on asosplc.com

(DueDiligence section)

2-27 Compliance with laws and regulations Page 95 for information on our engagement with the UK

Competition and Markets Authority

2-28 Membership associations

• British Retail Consortium – Member

• Textile Exchange – Member

• Better Cotton– Member

• Ellen MacArthur Foundation – Member

• Textiles 2030 – Signatory

• Cascale – Member

• Inclusive Companies – Member

• Disability Conﬁdent – Scheme member

• Race at Work Charter (Business in the Community) – Signatory

A list of organisations and associations we work with as part of

our approach to modern slavery is available in our latest

Modern Slavery Statement on asosplc.com.

2-29 Approach to stakeholder engagement Pages 22 to 27

2-30 Collective bargaining agreements GXO employees working at ASOS’ UK sites operated by GXO

are covered by Collective Bargaining Agreements.

We have also signed a legally binding agreement to support

collective bargaining for workers in the garment and footwear

sector in Cambodia as part of the ACT (Action, Collaboration,

Transformation) process.

GRI 3: Material Topics

2021

3-1 Process to determine material topics Page 37 and also see pages 5 to 9 of FWI Strategy Update,

onasosplc.com/fashion-with-integrity/

3-2 List of material topics 3-3 Management of

material topics

Our ‘Critical’ and ‘Signiﬁcant’ material topics and the actions

we take to manage these impacts are detailed below.

Climate change See GRI 201: Economic Performance 2016

Biodiversity GRI 101-2

Equal treatment and opportunities in the

supply chain

See pages 38 to 41 of FWI Strategy Update on asosplc.com/

fashion-with-integrity/

Resource use and waste See pages 25 to 36 of FWI Strategy Update on asosplc.com/

fashion-with-integrity/

See GRI 301: Materials 2016 and GRI 306: Waste 2020

Pollution See GRI 303: Water and Efﬂuents 2018

Working conditions and work-related rights

in the supply chain

See GRI 401: Employment 2016

See Modern Slavery Statement and FWI Strategy Update

onasosplc.com/fashion-with-integrity/

Water See GRI 303-2

GRI 101: Biodiversity

2024

101-2 Management of biodiversity impacts See page 18 of FWI Strategy Update on asosplc.com/fashion-

with-integrity/

GRI 201: Economic

Performance 2016

201-2 Financial implications and other risks and

opportunities due to climate change

Pages 34 to 45

GRI 301: Materials 2016

301-1 Materials used by weight or volume Page 30

301-2 Recycled input materials used Page 30

GRI 303: Water and

Efﬂuents 2018

303-2 Management of water discharge-related

impacts

Page 50

GRI disclosure continued

ASOS PLC ANNUAL REPORT AND ACCOUNTS 2024

GRI 305: Emissions 2016

305-1 Direct (Scope 1) GHG emissions Pages 29 and 46

305-2 Energy indirect (Scope 2) GHG emissions Pages 29 and 46

305-3 Other indirect (Scope 3) GHG emissions Page 29

305-4 GHG emissions intensity Page 46

305-5 Reduction of GHG emissions Page 29. Also see pages 17 to 23 of FWI Strategy Update

onasosplc.com/fashion-with-integrity/

305-6 Emissions of ozone-depleting substances

(ODS)

Not disclosed

305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and

other signiﬁcant air emissions

Not disclosed

GRI 306: Waste 2020

306-1 Waste generation and signiﬁcant waste-

related impacts

Page 30

306-2 Management of signiﬁcant waste-related

impacts

Page 30

GRI 308: Supplier

Environmental

Assessment 2016

308-1 New suppliers that were screened using

environmental criteria

We included additional information requests into our new

supplier process this period. Prospective suppliers are now

required to provide information related to sources of energy,

carbon emissions, water use, and waste generation prior to

being onboarded as an ASOS supplier.

If onboarded, suppliers are then required to complete the Higg

FEM from the following calendar year, supporting ongoing

assessment and monitoring of their environmental performance

and impacts.

As part of our due diligence process for brand partners, we’ve

enhanced our self-assessment procedures by incorporating a

series of environmental disclosure and veriﬁcation questions.

We now accept the Worldly Brand Retail Module (BRM) from

Cascale brand members as an alternative self-assessment,

which includes a comprehensive set of environmental and social

disclosure questions.

Our ASOS SAQ is designed to screen suppliers by requesting

detailed information on their environmental policies,

certiﬁcations, methods for monitoring environmental impact,

stakeholder engagement, and science-based targets. Brands

are required to complete the SAQ during onboarding and

annually thereafter, in line with our risk-based approach. We

also engage in regular in-person discussions with brands to

review their sustainability strategies and environmental data.

308-2 Negative environmental impacts in the supply

chain and actions taken

GRI 401: Employment

2016

401-1 New employee hires and employee turnover Pages 19 and 21

401-3 Parental leave Page 20

GRI 403: Occupational

Health and Safety 2018

403-7 Prevention and mitigation of occupational

health and safety impacts directly linked by business

relationships

We recognise and accept our obligations and duties to protect

the Health & Safety of all employees, contractors, and visitors

to any part of our business.

Our Global Health and Safety Policy covers ASOS’ global

operations at ASOS managed sites (e.g. ofﬁces) or sites

engaged to perform activity on behalf of ASOS e.g. Fulﬁlment

Centres and Returns Centres.

GRI 405: Diversity and

Equal Opportunity 2016

405-1 Diversity of governance bodies and employees Pages 21 and 92

405-2 Ratio of basic salary and remuneration of

women to men

See Ethnicity and Gender Pay Gap on asosplc.com

GRI 407: Freedom of

Association and

Collective Bargaining

2016

407-1 Operations and suppliers in which the right to

freedom of association and collective bargaining

may be at risk

See Modern Slavery Statement on asosplc.com

GRI 408: Child Labor 2016

408-1 Operations and suppliers at signiﬁcant risk for

incidents of child labor

See Modern Slavery Statement on asosplc.com

GRI 409: Forced or

Compulsory Labor 2016

409-1 Operations and suppliers at signiﬁcant risk for

incidents of forced or compulsory labor

See Modern Slavery Statement on asosplc.com

GRI 414: Supplier Social

Assessment 2016

414-1 New suppliers that were screened using social

criteria

See Modern Slavery Statement on asosplc.com

414-2 Negative social impacts in the supply chain and

actions taken

See Modern Slavery Statement on asosplc.com

Key ﬁnancial measures

Revenue

Retail sales, delivery receipts

and other revenues from

continuing operations

£2.9bn

-16%

Adjusted

Gross Margin

Adjusted gross proﬁt

as a percentage of

adjusted revenue

43.4%

£2,905.8m

£3,549.5m

2024

2023

43.4%

44.2%

2024

2023

Adjusted EBITDA

Adjusted earnings before

interest, tax, depreciation,

amortisation and impairments

£80.1m

Adjusted

EBITDA Margin

Adjusted EBITDA, as deﬁned,

as a percentage of adjusted

revenue

2.8%

£80.1m

£124.5m

2024

2023

2.8%

3.5%

2024

2023

Key strategic measures

Active customers

Number of customers having

shopped in the last 12 ﬁnancial

months as at the end of each

reporting period

19.6m

Total orders

Total orders placed

67.2m

19.6m

23.3m

2024

2023

67.2m

83.7m

2024

2023

Average order

frequency

Last 12 ﬁnancial months’

total orders divided by active

customers

3.4

Net ABV

Average basket value,

being total order value

after returns and discounts,

excluding VAT, divided by

total orders

£41.07

3.4

3.6

2024

2023

£41.07

£40.33

2024

2023

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Key performance

indicators

Our key performance indicators help us measure

both the ﬁnancial value we create for our

shareholders, and our strategic value, as we

grow our business and deliver our purpose.

Adjusted proﬁt

before tax

-£126.0m

Diluted EPS

Proﬁt after tax divided

by the weighted average

number of shares in issue

during the period, adjusted

for the effects of potentially

dilutive share options

-284.4p

-£126.0m

-£70.3m

2024

2023

-284.4p

-213.0p

2024

2023

Free cash ﬂow

Free cash ﬂow is net cash

generated from operating

activities, less payments

to acquire intangible and

tangible assets, payment

of the principal portion of

lease liabilities and net

interest expenses

£37.7m

Net debt

Net debt comprises cash

and cash equivalents less

any borrowings but excluding

outstanding lease liabilities

£297.1m

£37.7m

-£213.0m

2024

2023

£297.1m

£319.5m

2024

2023

Total visits

Number of visits to

ASOS.com via any device

2.3bn

1 Change in total sales on a like-for-like basis, adjusting for constant currency

and the impact of four additional trading days in FY23.

2 Alternative Performance Measure – see pages 188 to 193 for reconciliation

tostatutory measures.

2,252.4m

2,661.3m

2024

2023

Conversion

Percentage of visits that

convert into an order

3.0%

3.1%

2024

2023

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Our key ﬁnancial measures have been chosen to show the core

business’ growth (Group revenue) and proﬁtability (adjusted gross

margin, adjusted proﬁt before tax and diluted EPS). Free cash ﬂow

andnet debt provide an understanding of the business’ ability to

generate cash through its operations and its balance sheet strength

respectively. To provide increased focus on cash generation we have

replaced AEBIT with AEBITDA, removing the impact of non-cash

depreciation, amortisation and impairments from the core proﬁt

measure. A number of these (where indicated) are Alternative

Performance Measures which should be considered in addition to,

andnot as a substitute for, IFRS measures. As they are not deﬁned by

International Financial Reporting standards, they may not be directly

comparable with other companies’ Alternative Performance Measures.

Our key strategic measures have been chosen to provide insight on

theGroup’s customers for the reporting period, allowing users of the

accounts to determine historic and future trends. Orders, visits,

average order frequency and conversion all help to show how engaged

customers have been with ASOS’ proposition during the period, whilst

the number of active customers provides a view of how effectively the

Group has driven customer acquisition and managed churn during the

period. Net ABV is a function of average selling price (ASP) and average

basket size (ABS) and gives a view of order value before taking into

accounting operating costs.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Financial review

Revenue growth ﬁgures are expressed on a constant currency (CCY) or like-for-like (LFL) basis unless otherwise indicated.

1,2

Period to 1 September 2024

£m

Europe

£m

Rest of World

£m

Total reported

£m

Adjusting items

£m

Total adjusted

£m

Retail sales



,. . . . ,. – ,.

Income from

other services



. . . . . (.) .

Total revenue ,. ,. . . ,. (.) ,.

Cost of sales (,.) . (,.)

Gross proﬁt ,. . ,.

Distribution expenses (.) – (.)

Administrative expenses (.) . (.)

Other income . – .

EBITDA (.) . .

Depreciation, amortisation

and impairments

(.) . (.)

Operating loss (.) . (.)

Finance income . – .

Finance expense (.) . (.)

Loss before tax (.) . (.)

During the 52 weeks to 1 September 2024 (“the period”) the Group

realised an adjusted loss before tax of £126.0m as sales were impacted

by continued challenges in the market, including higher cost of living

pressures, and the volume impact of proﬁt initiatives taken in FY23

under our Driving Change agenda, alongside new programmes

implemented in the current ﬁnancial period.

As in the ﬁrst half of the period, the focus of these changes continued

to be on improving stock-health and clearing aged inventory to improve

cash ﬂow and provide an efﬁcient, sustainable operating model into

future periods. While impacting top-line growth, these initiatives

simultaneously provided material, ongoing savings throughout our

costbase.

The reported loss before tax of £379.3m for the period includes

adjusting items totalling £253.3m. Property-related initiatives account

for £144.4m, including the mothballing of our Lichﬁeld fulﬁlment

centre, as announced in our FY23 results. The majority of the

expenditure under this programme is the non-cash impairments

oftangible, intangible and right-of-use assets.

Outside of the Lichﬁeld programme, other adjusting items include

£94.8m relating to exceptional stock write-off programmes. The

remaining £14.1m primarily relates to the amortisation of intangibles

associated with the Arcadia brands.

During the previous ﬁnancial year we aligned our internal and external

reporting periods to increase reporting efﬁciency. As a result of this

change the previous reporting period had four additional trading days

compared to the current ﬁnancial year. The impact of this on Group

sales growth was c.1.4% and the associated proﬁt and cash ﬂow

impact is immaterial.

Adjusted EBITDA in FY24 is £80.1m, a reduction of £44.4m vs the

£124.5m achieved in FY23, primarily a product of the lower revenues

and increased discounting to clear aged stock, mitigated in part

by the strong progress made on reducing our cost to serve.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Revenue

KPIs

Period to

1 September

2024

Period to

3 September

2023 Change

Active customers (m)

19.6 23.3 (16%)

Average basket value

41.07 40.33 2%

Average basket value

CCY

41.21 40.33 2%

Average order

frequency

3.43 3.59 (4%)

Total shipped orders (m) 67.2 83.7 (20%)

Total visits (m) 2,252.4 2,661.3 (15%)

Conversion

3.0% 3.1% (10bps)

Total LFL sales declined by 16%

as a result of the continued impact

from annualising the actions taken during FY23 to improve proﬁtability,

combined with challenging conditions across our key markets and

theimpact of a number of new initiatives focused on driving improved

proﬁtability.

Active customers declined 16% year-on-year (YoY), continuing

trendsseen in previous periods as we focus on improving the

proﬁtability of our customers. This changing dynamic is in part

evidenced by the increase in Average Basket Value (ABV) which rose

2% on a full-year basis.

In addition to the impact of lower active customers and general market

factors, visits performance was also impacted by changes to our

performance marketing approach in H2 FY24, with optimisations made

to the model allowing us to reduce investment whilst delivering a net

positive impact on variable contribution.

During H2 FY24 we introduced a net order threshold on free returns

for customers with excessive returns in France, Germany and the US.

This programme aims to improve proﬁtability within a small group of

customers; it does however provide a small headwind in revenue,

as we make fewer, more proﬁtable sales.

Performance by market

United Kingdom

UK KPIs Period to 1 September 2024

Total Sales -14% (-12% LFL)

Visits -14%

Orders -18%

Conversion -30bps

ABV +4% (+4% CCY)

Active Customers 7.0m (-13%)

Sales in the UK declined by 12% YoY

against a difﬁcult consumer

backdrop as a result of the cost of living challenges which particularly

impacted the fashion retail sector.

Active customers were down 13% YoY, broadly tracking sales trends

based on the same factors. The lower demand in the market also

impacted visits throughout the period which were down 14% YoY. When

combined with a step-back on conversion this led to an 18% decline in

orders. In contrast ABV performed well, +4% YoY, indicating that proﬁt

actions are positively inﬂuencing customer behaviour to underpin

basket economics.

At the beginning of H2 FY24 we saw similar YoY trends as during H1

however, as stock health improved, Q4 FY24 began to show a more

promising trajectory on revenue, demonstrating clear demand for

ourfull-price stock.

Europe

EU KPIs Period to 1 September 2024

Total Sales -14% (-13% LFL)

Visits -16%

Orders -17%

Conversion ﬂat

ABV +4% (+5% CCY)

Active Customers 9.0m (-11%)

Visits were challenging in our European markets, down (16%) YoY with

weaker consumer demand, combined with tough competition and

continued promotional aggression in these markets.

Despite the impact on conversion from actions taken as part of our

Driving Change agenda as well as the new initiatives in FY24, conversion

remained resilient, ﬂat YoY. This, combined with the improved ABV,

+5%YoY, led to some mitigation to the visit performance, with sales

declining by 13% YoY

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Financial review continued

United States

US KPIs Period to 1 September 2024

Total Sales -32% (-28% LFL)

Visits -23%

Orders -31%

Conversion -20bps

ABV -3% (+1% CCY)

Active Customers 2.1m (-27%)

Total US sales fell by 28% YoY

, with H2 FY24 back by 33%, reﬂecting

the more restrained approach to paid media spend alongside the

continued market weakness and the strong competition bolstered by

high levels of promotional aggression, which combined led to a 23%

decline in visits.

Conversion declined 20bps YoY as a result of the wide-ranging actions

taken throughout FY23 to improve the region’s proﬁtability, alongside

the introduction of a free returns threshold for some customers

towards the end of FY24.

Rest of World

RoW KPIs Period to 1 September 2024

Total Sales -29% (-30% LFL)

Visits -13%

Orders -38%

Conversion -40bps

ABV +7% (+5% CCY)

Active Customers 1.4m (-36%)

Rest of World (‘RoW’) sales fell by 30% YoY

reﬂecting the

annualisation of the widespread proﬁtability measures outside our

core geographies which were implemented during FY23, including

priceincreases and changes to our delivery proposition. This has

primarily manifested in reduced conversion, 40bps back YoY, leading

toa reduction in orders of 38%.

ABV has continued to be strong in the period, up 7%, building on the

double-digit ABV increase already achieved last ﬁnancial year.

Gross margin

Adjusted gross margin

fell 80bps YoY to 43.4%. Strong H2

performance (+120bps YoY) mitigated some of the declines reported

inH1, where increased discounting as part of our planned activities to

accelerate clearance of old and aged stock led to a 260bps decline vs

H1 FY23.

Building on the strategic trading decisions taken in H1 FY24 to improve

proﬁtability we further optimised our discounting through H2,

improving the proﬁtability of our best performing stock, whilst

continuing to clear through old and aged stock. As in H1 we have

achieved this in part through increased use of promo exclusions,

ensuring we protect fast-selling full price stock. At the beginning of Q4

we began testing suppression of some of our oldest stock; increasing

the full price mix and ensuring that we continued to target on-site

discounting to clearance lines that remained seasonally relevant

andinteresting to our consumers.

These tests demonstrated the signiﬁcant gross-margin gains we

anticipate as part of our new operating model with H2 FY24 adjusted

gross margin c.640bps higher than H1.

Based on the success of these tests, a decision was taken at the end

ofthe period to recognise an exceptional stock-provision against this

stock. This will allow us to operate fully on the new operating model

from FY25 onwards – with the provision for stock cleared through

off-site channels established during the previous ﬁnancial year.

Reported gross margin was 40.0% (110bps lower than FY23) with the

key difference vs adjusted gross margin being the impact of the stock

write-off programmes.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Operating expenses

Despite an overall volume decline, adjusted cost to serve fell to 40.7%

of sales demonstrating the signiﬁcant progress in improving our

operating efﬁciencies and reducing ﬁxed costs.

£m

Period to

1 September

2024

% of

sales

Period to

3 September

2023

% of

sales

Change

in £ value

Distribution

costs

(326.1) (11.3%) (429.7) (12.1%) 24.1%

Warehousing (311.1) (10.7%) (416.4) (11.8%) 25.3%

Marketing (190.5) (6.6%) (195.0) (5.5%) 2.3%

Other

operating

costs

(351.5) (12.1%) (400.4) (11.3%) 12.2%

Adj. cost to

serve (excl.

D&A)

(1,179.2) (40.7%)

(1,441.5) (40.8%) 18.2%

Depreciation

and

amortisation

(161.6) (5.6%)

(152.9) (4.3%) (5.7%)

Adj. operating

costs

(1,340.8) (46.2%) (1,594.4) (45.1%) 15.9%

Adjusting

items

(155.6) (5.3%) (115.1) (3.2%) (35.2%)

Total

operating

costs

(1,496.4) (51.5%) (1,709.5) (48.1%) 12.5%

Distribution costs at 11.3% of sales decreased by 80bps YoY. Lower

volumes provided a headwind, reducing the beneﬁt from volume-based

rebates. However as a result of the optimisation of our UK fulﬁlment

operations in FY23 to avoid split orders and improved rates from

carriers, secured through consolidating volume into key strategic

partners in each region, we were successful in not only mitigating

thesecosts, but delivering a saving versus the previous year.

Warehouse costs as a percentage of sales decreased by 110bps

YoY to 10.7% despite the deleveraging of ﬁxed costs from reduced

volumes. Initiatives from our Driving Change agenda in FY23 annualised

in the ﬁrst half providing a strong start to the year and further

improvements in the efﬁciency across our fulﬁlment network,

combined with the beneﬁts from reduced ﬁxed costs following

theclosure of the Lichﬁeld fulﬁlment centre and the Selby returns

centre, supported us to deliver cost reductions that outpaced

thevolume decline.

Marketing costs decreased by 2.3% YoY. However, as a result of

increased full-funnel marketing, the impact of volume deleverage

andan increase in the paid-visit mix, as a percentage of revenue,

itincreased 110bps YoY to 6.6%. Towards the end of the year

we made signiﬁcant optimisations in our performance media model

which enables us to reduce investment while delivering an increased

variable contribution and supports further investment

in our full-funnel strategy.

As part of this strategy, we have scaled our inﬂuencer programme,

working with an average of c.1,500 inﬂuencers per month by the end

ofthe year.

Other operating costs fell by £48.9m or 12.2% YoY. The reduction

represents the continued beneﬁts from right-sizing our ﬁxed cost base

throughout FY23, alongside continued management focus on driving

proﬁtability supported by controlling costs. Headcount was 3.5%

lower at the end of the period compared to FY23, and has now fallen

byc.14% vs the FY22 closing position. Transaction costs have reduced

by £17.3m both as a result of lower volumes as well as improved terms

with key payment providers. Technology spend reduced by £4.9m

despite inﬂationary pressure as a result of continued focus on driving

efﬁciency in this spend area.

Depreciation and amortisation costs (excluding adjusting items)

as a percentage of sales increased by 130bps YoY. In addition to the

deleveraging impact of lower revenue, the absolute depreciation

andamortisation charge increased, primarily as a result of the growth

in intangible assets including data services, operations systems and

improvements to web and payments platforms.

Interest

A ﬁnance expense (excluding adjusting items) of £56.5m was incurred

compared to £46.3m in FY23. This reﬂected rising interest rates

(SONIA remained at c.5.2% throughout the period, vs an average

ofc.3.7% in FY23) as well as a higher margin payable post the

May2023 reﬁnancing.

Finance income of £12.0m includes interest earned on deposits at

ﬁnancial institutions, an increase of £5.0m YoY. This increase was

primarily a result of the rising global interest rate environment,

seen in ﬁnance expenses; alongside improved efﬁciency in investing

excess cash deposits.

Taxation

The reported effective tax rate is 10.7% based on the reported loss

before tax of £379.3m. This is lower than the FY23 effective tax rate

of24.8% due to the effect of unrecognised deferred tax assets on

losses in the current period.

Earnings per share

Both basic and diluted loss per share were 284.4p (FY23: basic and

diluted loss per share of 213.0p). The higher loss per share is a function

of increased loss for the period of £338.7m (FY23: £223.1m). The

potentially convertible shares related to both the convertible bond

andASOS’ employee share schemes have been excluded from

thecalculation of diluted loss per share as they are anti-dilutive

for the period ended 1 September 2024.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Financial review continued

Free cash ﬂow

£m

Period to

1 September

2024

Period to

3 September

2023

AEBITDA 80.1 124.5

Share-based payments and other

non-cash items included in AEBITDA

2.6 7.0

Cash impacting adjusting items (20.2) (53.4)

Income tax received 10.3 18.3

Decrease in inventory (excl. swo)

143.1 180.4

Decrease/(Increase) in other working

capital

12.1 (260.4)

Operating cash ﬂow 228.0 16.4

Purchase of property, plant &

equipment and intangible assets

(133.5) (177.9)

Payment of lease liabilities (principal) (25.5) (22.4)

Interest received 11.3 4.5

Interest paid (42.6) (33.6)

Free cash ﬂow 37.7 (213.0)

Issuance of equity

–

77.6

Proceeds from borrowings & RCF

drawdown

–

450.0

Repayment of borrowings (0.5) (251.7)

Reﬁnancing fees

–

(30.8)

Cash ﬂow 37.2 32.1

There was a free cash inﬂow

(before items relating to ﬁnancing) of

£37.7m for the period, an improvement of £250.7m YoY with a further

reduction in inventory (excluding the impact of the exceptional stock

write-off) driving a £143.1m inﬂow (FY23: £180.4m) during the period.

Cash was used to fund capital investments of £133.5m, a reduction

of£44.4m (25.1%) YoY with spend lower across both intangible assets

and property, plant and equipment. This ﬁgure includes £17.1m of

spend in the period relating to the Lichﬁeld fulﬁlment centre which

hassubsequently been impaired; excluding this, capital investment

would total £116.4m for the period.

Net debt, reﬁnancing and liquidity

£m

Period to

1 September

2024

Period to

3 September

2023

Convertible Bond

(fair value of debt component)

478.1 464.4

Term Loan & RCF, including

accrued interest

190.2 184.8

Nordstrom loan 19.8 20.4

Put option liability

– 3.2

Borrowings 688.1 672.8

Cash & cash equivalents (391.0) (353.3)

Net debt

(excluding lease liabilities)

297.1 319.5

Excluding lease liabilities, net debt at 1 September 2024 was £297.1m,

areduction of £22.4m in the period, with the free cash inﬂow of £37.7m

partially offset by debt movements relating to the non-cash unwind

ofthe effective interest rate on the convertible bond, and the unwind

of capitalised fees on the term loan.

Cash and undrawn facilities totalled £408.2m at 1 September 2024

(FY23: £428.3m) and included cash and cash equivalents of £391.0m

(FY23: £353.3m). The strong progress on inventory in the period has

continued to reduce the available RCF under the Bantry Bay facility

to£17.2m which remains undrawn (FY23: £75.0m).

Post balance sheet events

On the 5 September 2024 we announced the sale of the Topshop

andTopman brands to a subsidiary of Heartland A/S, as well as a

reﬁnancing programme resulting in the repurchase of £173.4m of

convertible bonds due 2026 and the exchange of £253.0m into new

convertible bonds due 2028. As a result of these transactions ASOS’

net debt position will reduce by c.£130m. Refer to note 30 of the

ﬁnancial statements for more information.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Outlook and Guidance

In FY25, the beneﬁts of our new commercial model will become

increasingly apparent. As such, we expect FY25 gross margin

improvement of at least 300 bps to more than 46% and adjusted

EBITDA

growth of at least 60% to £130m to £150m. While the TSTM

Joint Venture is expected to have a £10m to £20m negative adjusted

EBITDA impact in its ﬁrst year of operation, it will be increasingly

EBITDA accretive over time. We expect FY25 free cash ﬂow to be

broadly neutral, with capex of c.£130m and cash interest of c.£35m.

We will continue to focus on managing the inputs that will drive

sustainbly proﬁtable revenue growth. Over H1 FY25, we expect a

continuation of current revenue trends - strong performance of new

intake offset by decline in sales of older stock from signiﬁcantly lower

stockholding, resulting in an overall sales decline. For FY25, weexpect

revenue

to be within the current consensus range

. As a result of

thesigniﬁcantly higher mix of full-price sales and the decisive actions

taken to improve order economics, we areconﬁdent in achieving

signiﬁcant proﬁt improvements in H1 FY25 and the full year, regardless

of revenue levels.

Our core focus remains sustainable, proﬁtable growth. In the mid term

we continue to expect to generate adjusted EBITDA sustainably ahead

of capex, interest, tax and leases, with revenue growth and an adjusted

EBITDA margin of c.8%. Our new commercial model can drive

materially higher gross margin towards c.50% through higher

full-price sales mix and ﬂexible stock models, which also beneﬁt

ourinventory days. Our focus on efﬁcient capital allocation will bring

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

ourimproving proﬁtability and cash ﬂow will also reduce our net debt

and interest levels.

Dave Murray

Chief Financial Ofﬁcer

5 November 2024

Notes

1 Numbers throughout this section are subject to rounding.

2 Constant currency (CCY) sales includes retail sales, and income from

otherservices, adjusted for the impact of foreign exchange translation.

Like-for-like (LFL) sales reﬂect constant currency sales adjusted for the

impact of four additional trading days in FY23.

3 The adjusting items are explained in note 3 of the ﬁnancial statements.

Reconciliations between statutory measures and their associated APMs

canbe found in pages 188 to 193.

4 Retail sales are internet sales recorded net of an appropriate deduction for

actual and expected returns, relevant vouchers, discounts and sales taxes.

5 Income from other services comprises of delivery receipt payments,

marketing services, commission on partner-fulﬁlled sales, revenue from

wholesale sales, and income from jobber and other clearance channels.

6 Active customers deﬁned as having shopped in the last 12 ﬁnancial months.

7 Average basket value is deﬁned as adjusted net retail sales divided by shipped

orders.

8 Average basket value CCY is calculated as adjusted constant currency net

retail sales divided by shipped orders.

9 Average order frequency is calculated as total shipped orders in the last

12ﬁnancial months divided by active customers.

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

11 As a percentage of adjusted revenue for all lines other than ‘Total operating

costs’ which is expressed as a percentage of reported revenue.

12 Stock-write-offs associated with our Driving Change agenda, accounted

for a £130.0m reduction in inventory during FY23 and £104.6m in FY24.

13 Includes working capital movements associated with adjusting items;

abreakdown is included on page 191.

14 Free cash ﬂow is net cash generated from operating activities, less payments

to acquire intangible and tangible assets, payment of the principal portion

oflease liabilities and net ﬁnance expenses.

15 Reclassiﬁed to other payables during FY24.

16 Revenue consensus as at 31st October 2024 of -9% to +6%, published

onwww.asosplc.com/investor-relations/analyst-consensus-estimates/

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Risk management

at ASOS

Delivering our strategy will require us to

takethe right risks whilst protecting ASOS

and ourASOSers from unrewarded threats.

Toachieve this balance, we are guided

byourEnterprise Risk Management Policy

andStandard.

These documents apply to all parts of ASOS

and are designed for the needs of our fast

paced and rapidly changing business with

itsunique culture. They empower ASOSers

toconsciously take appropriate risks after

pausing and thinking about how and when

tomanage, control, mitigate, and escalate,

tokeep our risk exposure within appetite.

Our approach to risk management

We maintain a continual cycle of risk and

opportunity identiﬁcation and response

throughout our day-to-day decision making

and operations. We understand that creating

a culture of risk awareness whilst remaining

opportunity-driven enables us to continue

tomove at pace in everything we do. Our

approach to risk management is categorised

by three phases of activity:

Protect: At its core, our risk management

approach seeks to protect our ASOSers and

ASOS’ established value. ‘Protect’ involves

managing today’s risks, including those

relating to compliance with laws, regulations,

our own processes and operations, and those

that could negatively impact our brand and

reputation.

Anticipate: The external environment

withinwhich we operate exposes us to a

rangeof continually evolving and changing

risks. We have limited ability to prevent some

of these risks from materialising including

regulatory change, conﬂict and civil unrest,

pandemics, and cyber-attacks. What we can

control is how prepared we are to respond in

the event they do occur. ‘Anticipate’ involves

identifying risks on our horizon and planning

how we would respond to minimise or mitigate

their impact if they occurred. Whilst external

risks may be threats to achieving our

strategic objectives, they can also present

signiﬁcant opportunities as effective

responses can give us competitive advantage.

Grow: We continually innovate and improve

how we do things to remain competitive in our

markets. Success requires multiple strategic

decisions that accept taking proportionate

levels of risk for sustainable growth and

competitive advantage. ‘Grow’ involves

reliance on our ‘Protect’ & ‘Anticipate’

activities, using our knowledge and

understanding of our risks to manage them

inline with our risk appetite. ‘Grow’ is about

taking the right risks at the right time in the

right way.

Roles and responsibilities

Our Board, supported by our Audit

Committee, is accountable for ensuring that

we have an appropriate and effective risk

management and control framework, in line

Proactive and forward-thinking, with real insights and intelligence to inform decision-makers.

Focus on the right things, with effective and efﬁcient control proportionate to the risk.

Take the right risks, at the

right time, in the right way.

Make great things happen.

Grow

sustainably for tomorrow

Look beyond today and

bring the outside in.

Build resilience and

beat the competition.

what is on the horizon

Anticipate

Establish the foundations to protect

against unrewarded threats.

Make it easy to manage risk.

today’s values

Protect

with the UK Corporate Governance Code

requirements. Our Board determines the

nature and the extent of risks we are

prepared to take in pursuit of delivering our

strategy by setting and approving changes

toASOS’ Risk Appetites. Our Management

Committee holds day-to-day accountability,

delegated by the Board, for implementing

andoperating effective risk management

andcontrol processes.

To help the Board achieve these objectives,

wehave captured our complete risk universe

in the ASOS Risk Taxonomy which forms part

of our Risk Management Standard. Each risk

captured in our risk registers is linked to a

Taxonomy category so risk information can

beaggregated, and risk appetites (see below)

shared with risk owners in an organised way.

Having a clear picture of our risk exposure

enables effective strategic decisions and

allocation of resources. Understanding

whatrisks may prevent us from achieving

ourstrategic goals and how we are going to

respond is key, underpinned by information

provided by ASOSers recording and

escalating risks in a consistent way.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Monitor & Review

Risk Identiﬁcation

Risk Analysis

Risk TreatmentCommunicate

Protect

Anticipate Grow

Risk appetite

Our risk appetite is how much risk we are

willing to take or not take in pursuit of our

strategy, set separately for each different

risk category within our Risk Taxonomy.

Understanding our risk appetite helps us take

the right level of risk in taking advantage of

opportunities. This is at the heart of our risk

management approach. Our risk appetite has

been set by the Management Committee and

approved by the Board, enabling ASOSers to

take and avoid risk in line with their mandate.

Our risk appetites for each risk Taxonomy

category are set on a 3-point scale from

lowest to highest of: (i) risk averse, (ii)

balanced, and (iii) opportunity seeking.

Thisscale informs our desired approach for

assessing associated risks and opportunities

including for the related control environment,

assurance plans, offsetting and risk

treatment. Applying the scale requirements

provides a framework for our ASOSers

tooperate within.

Risk assurance

Assurance and oversight over our risk

management controls are guided by our risk

appetites as described above. Our approach

echoes the Three Lines of Defence model,

where day-to-day responsibility for risk

management lies with business risk owners

supported by control operators in the ﬁrst

line. Our Risk Management team provides

second line guidance, oversight, and challenge

on risk management activities. They also

facilitate the risk management process to

provide insights and assurance to the Audit

Committee and Board. Internal Audit deliver

third line risk-based audits to provide

independent assurance over our key risks.

Emerging risks

As a global company our principal risks and

opportunities are created through the

complex nature of our operations, scale,

andambition, and we know that emerging

risks can change quickly and can be heavily

inﬂuenced by the macroeconomic

environment.

As we navigate these uncertainties and

changes, we continue to scan the horizon to

ensure that we identify emerging risks as soon

as possible and react early where needed to

either mitigate or take advantage of

opportunities.

Risk management enhancements in FY24

We continuously develop and improve our risk

management approach to ensure it remains

aligned with our objectives and is embedded

inthe way we do business. In this ﬁnancial

period we rolled out our new Enterprise Risk

Management Policy which mandates roles

andresponsibilities of different ASOS groups,

helping to advance our Three Lines of Defence

approach. We also re-launched our risk

champions’ network to enhance functional

ownership for risk management and sharing

of risk information.

As well as for recognising our current risks

and actions needed, our risk management

approach is also used to identify, monitor,

andplan mitigations and/or responses for

ouremerging risks. Regular reviews of our

riskproﬁle throughout the year and outputs

from working groups and forums are used

toidentify emerging risks and opportunities

and drive further analysis and planning.

The focus of our discussions and analysis

during the period have been on the continuing

complex and challenging risk landscape,

including evolution of inﬂation and cost of

living crisis, evolving legislation in our markets,

particularly regarding sustainability and

climate change, strengthening of UK

Corporate Governance requirements,

impacts of global conﬂicts and evolving cyber

risks. We expect this to continue to impact

our supply chain, people, operations, and

customer behaviours as these events

progress and come into force.

Board, Audit

Committee

and Management

Committee

Top risks from

Company-wide basis

Management Committee Member

with their Senior Leaders

Top risks from divisional

or departmental basis

Risk & Control Owners

Individual risks and controls

Oversight and Strategy

• Obtain assurance over key risks and controls

•

Com

pany-wide focus on top risks and opportunities

• Set risk appetite – where to take risk, where to avoid risk

• A

llocate resources proportionate to exposure and appetite

Oversight and Execution

• Departmental focus on top risks and opportunities

• Make decisions in line with the ASOS’ risk appetite

• Implement controls and mitigations proportionate

to exposure and appetite

Oversight and Management

• Individual assessment of risk and controls

• Manage risks within appetite

• Escalate key risks and concerns

Our risk exposure aggregates up

Our risk appetite cascades down

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Principal risks

and opportunities

1 As outlined in our approach to risk management on pages 62 to 63 our Audit Committee and Board review and monitor our risk environment throughout the year,

to identify evolving threats and opportunities and to support continual improvement of our control environment.

Risk movement key

↑ Increased risk ↓ Decreased risk ↕ Stable  New risk

Link to our business model

The best and most

relevant product

1

A destination for

style

2

A compelling and

distinct brand

3

Competitive

convenience

4

Disciplined capital

allocation

5

1 Data breach 2 Cyber security incidents

Risk movement

↕

Risk movement

↕

Link to our business model

3

Link to our business model

2

Risk owner: General Counsel and Company Secretary

What’s the risk?

As an online retailer we have 19.6 million active customers worldwide

and employ thousands of ASOSers. We use certain conﬁdential and/or

personal data for activities including processing orders, receiving

payments, engaging with our customers and for our internal

operations. Unauthorised access to, or the deliberate theft or

accidental loss of, conﬁdential ASOS or personal data could cause

reputational damage and non-compliance with laws and/or regulations.

This could result in signiﬁcant ﬁnancial penalties, regulatory

investigation, and/or a loss of stakeholder conﬁdence in ASOS.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• Privacy and information security control frameworks have been

deﬁned and implemented by our independent Data Protection Ofﬁcer

(DPO) and Chief Information Security Ofﬁcer (CISO) who work

together closely to minimise the risk and impact of a data breach.

• Policies, procedures, and response plans, processes for reporting

and assessing data incidents/breaches and security controls for

protecting conﬁdential data and monitoring for its loss are in place

across the business.

• Our Data Privacy team has processes in place to maintain visibility

of the collection, use and reuse of personal data, monitors for new

projects/contracts using personal data, and ensures training and

awareness activities are in place. Data protection training is

provided to all new ASOSers on joining and then at least annually,

and regular education campaigns are delivered through internal

communications.

• Regular Data Privacy control internal audits are completed in line

with ASOS’ risk appetite, focusing on key areas of privacy risk

management across the Group.

• Data protection and security assessments are embedded within our

procurement process for selecting, acquiring, and embedding new

assets, services, and partnerships. The Data Protection team reviews

all new contracts where goods or services involve personal data.

Risk owner: Executive Vice President - Technology

What’s the risk?

We place reliance on our platform and systems to operate and to

protect the sensitive data we hold. Malicious internal or external

activity such as successful malware infection, phishing attempt, or

ransomware or disruptive attack could lead to unauthorised access,

disclosure, loss, inappropriate use, or alteration of ASOS data and

information. These could result in a data breach, operational

disruption, non-compliance with regulations, and loss of stakeholder

conﬁdence in ASOS.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• Our Cyber Security team implements and monitors controls and

tools to ensure our security and fraud prevention operations are

effective and efﬁcient. A security strategy is in place to drive

delivery of ongoing enhancements.

• We work with independent third-party security specialists to

complete periodic penetration testing across our network.

• Access management controls, including multi-factor

authentication, increase our protection against accidental,

unauthorised or inappropriate access to our information,

applications and infrastructure.

• An ongoing programme of cyber awareness campaigns is delivered

to improve ASOSers’ knowledge of cyber security management

approaches and requirements. Cyber awareness training is

provided to all new ASOSers on joining and then at least annually,

and regular education campaigns are delivered through internal

communications.

• We maintain necessary response and recovery support,

approaches, technology, controls and playbooks to respond quickly

and effectively to cyber incidents.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

3 Availability of technology services 4 Macroeconomic changes

Risk movement

↑

Risk movement

↕

Link to our business model

2

Link to our business model

5

Risk owner Executive Vice President - Technology

What’s the risk?

We rely on many different technical platforms and systems to support

our customer journey, including for our website and apps, fulﬁlment

and internal activities. Failure of these technology services could

impact our day-to-day operations, including how we process and fulﬁl

customer orders, and result in reduced customer proposition, lost

opportunity and lost stakeholder conﬁdence in ASOS.

Risk movement

This risk has increased slightly from FY23 following some opportunities

to enhance resilience and compliance controls being identiﬁed through

our continual improvement activities in the period. Remediation work

has been scoped and is being progressed.

How do we manage the risk?

• Our core operational processes and systems architecture are

engineered for high resilience and availability.

• We are in the ﬁnal phases of a programme to mature our capability

to recover and restore key systems and data following technology

disruption.

• Our Reliability Engineering practice regularly reviews service

providers critical to our customer journey to ensures they have

thenecessary level of resilience in place.

• All new suppliers go through rigorous selection and on-boarding

processes. Supplier performance is monitored on an ongoing basis

once they are onboard.

• We have mature process for monitoring operational risks.

Risk owner Chief Financial Ofﬁcer

What’s the risk?

Macroeconomic and geopolitical changes and uncertainty can

inﬂuence our business by impacting our ability to trade across borders,

changing the balance of global economics, inﬂuencing customer

behaviours, diminishing our customer proposition, and ultimately

impacting our ﬁnancial performance and assessments.

Risk movement

During the ﬁnancial period we have continued to monitor the following

environmental changes which have had direct and indirect impacts on

this risk:

• Conﬂict, geopolitical tensions, and supply chain disruptions around

the world.

• Potential geopolitical implications resulting from the high level

ofelections taking place around the world in 2024.

• Increases in shipping delays and surcharges which have a wider

impact on the global economy as well as on our Supply Chain

Disruption principal risk (see page 66).

Whilst these environmental changes add to the risk, the relative size of

these events compared to existing and ongoing global challenges mean

risk scores have remained unchanged.

How do we manage the risk?

• We monitor shifts in the macroeconomic environment to ensure we

are ready to react to minimise or mitigate current or future risks

wherever possible.

• Our Management Committee and Commercial Committee model

and monitor supply and demand impacts from recession/inﬂation

cycles, geopolitical events and recently the cost of living crisis.

Impacts can include shifts in customer behaviours and market

dynamics and economic volatility (see also Market dynamics and

impact on our business principal risk on page 67).

• Our sourcing and supply chain is diverse involving multiple suppliers

and locations to minimise over-reliance on any individual country,

supplier or brand. We can use our extensive network to pivot our

sourcing approach in response to capacity or capability challenges

or other disruptions.

• We continue to strengthen our balance sheet, cash generation and

manage gearing to improve our resilience.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

5 Foreign exchange rate exposure 6 Supply chain disruption

Risk movement

↕

Risk movement

↕

Link to our business model

5

Link to our business model

4

Risk owner Chief Financial Ofﬁcer

What’s the risk?

We are a UK-based global online retailer sourcing products from

suppliers and selling products to customers across the world in

multiple currencies. These operational exposures to international

markets and currencies and reporting in pound sterling gives rise to

both a transaction and translation risk exposure. Movements in foreign

exchange rates could have an adverse impact on our ﬁnancial

performance and proﬁtability.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• We adapt and maintain a robust foreign exchange risk management

policy to appropriately manage the risks associated with our

business operating model.

• Our foreign exchange risk management approach considers

emerging macroeconomic risks which could give rise to heightened

volatility in foreign exchange markets.

• We maintain strong lead indicators, which helps protect us against

any adverse movements in foreign exchange rates.

• We preserve proﬁtability through capitalising on natural hedges

where possible and supplement them using foreign exchange

hedging instruments in line with our foreign exchange risk

management policy.

• For more details on how we manage our foreign currency risk, see

page 167.

Risk owner Executive Vice President - Global Logistics & Supply Chain

What’s the risk?

Macroeconomic and geopolitical changes and uncertainty can

inﬂuence our business by impacting our ability to trade across borders,

changing the balance of global economics, inﬂuencing customer

behaviours, diminishing our customer proposition, and ultimately

impacting our ﬁnancial performance and assessments.

Risk movement

Conﬂict, geopolitical tensions, and supply chain disruptions around the

world have caused supply chain cost increases and longer lead times.

Our Supply Chain team continued to work closely with carriers to ﬁnd

the best possible solutions to mitigate the additional risk and where

possible delivered proactive approaches to avoid further issues.

How do we manage the risk?

• We continuously monitor and forecast market demand and our

inventory availability to adjust and manage our intake.

• Inbound shipments are tracked through our global Supply Chain

partner to identify issues and improve lead times whilst automation

of our fulﬁlment centres increases resilience, throughput capacity

and productivity.

• We use multiple delivery methods, routes, ports, and carrier

strategies to minimise the possible impact of disruptions.

• Ongoing relationship management with our carriers and suppliers

and an improved inbound platform ensure earlier warnings of

disruption and mitigation actions.

• Our Supply Chain Business Continuity strategies and plans

continually evolve to enhance our ability to respond to incidents.

This includes incorporating lessons learnt from past events into our

operations and processes.

Principal risks and opportunities

continued

1 As outlined in our approach to risk management on pages 62 to 63, our Audit Committee and Board review and monitor our risk environment throughout the year,

to identify evolving threats and opportunities and to support continual improvement of our control environment.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

7 Market dynamics and impact on our business 8 Ethical trade issues

Risk movement

↕

Risk movement

↕

Link to our business model

3

Link to our business model

1

Risk owner Chief of Staff & Strategy

What’s the risk?

The e-commerce market evolves rapidly and is highly competitive,

containing a mixture of large multi-brand marketplaces, fashion

brands, disruptive new entrants, re-sellers and online stores from

traditional store-based retailers. Failure to keep pace with the sector

in terms of proposition, relevance of ASOS brands and customer

awareness could impact customer behaviours and decrease our

market share, ultimately impacting our ﬁnancial performance.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• We continuously gather market insights to monitor industry

dynamics and trends globally across both the online and ofﬂine

retail market.

• We conduct regular strategic reviews to assess how our

proposition compares to industry competitors, and to monitor

shifts in changes to competitors’ propositions and strategies.

• We test new products and concepts to ensure we remain innovative

and evolve alongside consumer behaviours and preferences.

• Our strategy as a multi-brand platform focuses on having the right

brands and products on site, while diversifying our exposure to any

rapidly changing individual trends.

• Our marketing strategy is reactive to changes in market dynamics

and focuses on keeping ASOS front of mind for customers as the

e-commerce market evolves.

Risk owner Executive Vice President - Product

What’s the risk?

We source our products through a diverse global network of third

parties and with this comes a responsibility for ensuring the workers in

our supply chain have a safe working environment in which their human

rights are respected and protected. Failure to ensure their rights

could result in us not meeting our own standards or external targets,

incorrect external reporting or product claims, and ﬁnes, litigation and

a loss stakeholder conﬁdence in ASOS.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• Our contractual supplier policies and guidelines, which include the

ASOS Code of Conduct, align to the Ethical Trading Initiative base

code and International Labour Organization fundamental

conventions.

• Our in-country and head ofﬁce Human Rights teams and third-

party auditors monitor compliance with our human rights policies

and requirements through our audit programme and support

mitigation/remediation where we do identify risks/issues.

• We work proactively to identify and remediate issues within our

supply chain and have access to support from our global

partnerships with Non-Governmental Organisations (NGOs) such

as Anti-Slavery International, the trade union IndustriALL Global

Union and in-country partnerships with local independent workers’

rights organisations.

• Our ASOSers annually complete mandatory training on identifying

and preventing Modern Slavery.

1 As outlined in our approach to risk management on pages 62 to 63, our Audit Committee and Board review and monitor our risk environment throughout the year,

to identify evolving threats and opportunities and to support continual improvement of our control environment.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

9 Failure to comply with legislation or regulation 10 Sustainability and climate change

Risk movement

↕

Risk movement

↑

Link to our business model

3

Link to our business model

1

Risk owner General Counsel and Company Secretary

What’s the risk?

We operate across different markets and business sectors so are

subject to multiple and varying regulatory frameworks and legislation.

Unanticipated and/or complex emerging and existing regulations and

legislation (including over digital, product and consumer protection,

climate and environment, ﬁnancial crime, corporate governance and

taxes) need effective responses and ongoing management to ensure

continued compliance. There are often signiﬁcant costs associated

with understanding the individual requirements of each market and the

different business sectors, and for any operational changes that need

to be implemented to ensure we comply. Failing to comply could lead to

ﬁnes, litigation, business disruption through regulatory action and loss

in stakeholder conﬁdence in ASOS.

Risk movement

The volume, breadth and complexity of new regulations and legislation

requiring consideration, planning or response continued to increase

during the year. This included key upcoming UK and EU requirements

over sustainability and climate change, additional UK Corporate

Governance Code obligations, and a new Corporate Criminal Offence

over Failure to Prevent Fraud. No material changes in our risk rating

were identiﬁed in the period as the changes are not yet enforceable

and work has been commenced and is being progressed to ensure

wewill be compliant when they are live.

How do we manage the risk?

• Our Governance Working Group is a management forum which

monitors, reviews and manages business-wide governance risks

and ensures we are disciplined in our governance activities.

• Regulatory/legislative horizon scanning activities are in place

to identify upcoming risks and required compliance activities

are maintained, including across compliance, legal and

ESG-related topics.

• Clear policies and procedures are in place and regularly reviewed

and updated to ensure we comply with requirements.

• Regular compliance training is completed by ASOSers. This includes

mandatory training for all new starters, annual compliance

passport refreshers for all and targeted specialist training for

individuals, to ensure they are aware of their responsibilities.

Risk owner Executive Vice President – Product

What’s the risk?

Managing our sustainability and impact on the planet is central to

ourpurpose and business model. We face both risks related to the

transition to a lower-carbon economy and the physical impacts of

climate change, throughout our own operations and supply chain.

These include changes in technology, market risks, and how our

response to climate change affects our reputation. Physical risks can

be event driven by (acute) or longer-term (chronic) shifts in climate

patterns. Failure to manage these risks effectively could impact our

ﬁnancial performance through a loss of stakeholder conﬁdence in

ASOS, reduced market share, increased costs, tax penalties or

potential operational disruption.

In our TCFD section on pages 34 to 45, we have presented a full

analysis of our climate-related transition and physical risks and

opportunities.

Risk movement

This risk has increased slightly following work in the period which

improved our understanding of the risk and activities to reach our

goals, including updating our materiality assessment (see page 34),

refreshing our climate-related risk and opportunity analysis (see

pages 38 to 43) and updating our FWI Strategy (see pages 28 to 33).

The volume and complexity of sustainability and climate-related

legislation also continued to grow and deadlines for announced

legislation became nearer, increasing the urgency and scale of

activities needed.

How do we manage the risk?

• We have contractual policies and guidelines (e.g. the ASOS

Own-Brand Supplier Environmental Code of Conduct and the

Third-Party Brands Ethical Policy) to ensure our suppliers’ and

partners’ actions are aligned with the FWI Strategy goals.

• Our Fashion with Integrity (FWI) programme and associated

governance structures manage our ESG-related risks and business

activities. Progress against relevant targets is monitored through

these forums and overseen by our Sustainability Committee

(see pages 94 to 95).

• We regularly monitor our climate-related risks and opportunities

and completed an updated deep-dive modelling exercise during the

period which had provided improved insight on the impact and

ﬁnancial implications of our physical and transition risks.

• We use a number of systems to track environmental performance

of our own operations and our supply chain. Continuous system

and process improvements enable accurate measurement and

reporting of our environmental impact, and effective tracking

of our progress towards our FWI targets.

Principal risks and opportunities

continued

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

1 As outlined in our approach to risk management on pages 62 to 63, our Audit Committee and Board review and monitor our risk environment throughout the year,

to identify evolving threats and opportunities and to support continual improvement of our control environment.

11 Engagement, capability, and retention of talent 12 Strategic programmes fail to deliver

required outcome

Risk movement

↕

Risk movement

↕

Link to our business model

4

Link to our business model

1

Risk owner Executive Vice President – People

What’s the risk?

Our people are fundamental for successfully maintaining our

operations and delivering our strategic goals. Inability to retain and/or

keep talent with the relevant capabilities and calibre engaged due to

increased workloads, increased external progression opportunities,

and inﬂationary pressures on pay, could reduce our ability to achieve

our objectives and lead to a loss of institutional knowledge.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• We have embedded processes for assessing leadership capabilities

and behaviours, taking actions to retain top talent, and

understanding and addressing present and potential future

leadership gaps and progression needs.

• We have renewed workstreams to amplify our employer proposition

around DEI, reward, development and culture.

• Workforce planning and sourcing activities for both current

andfuture requirements.

• We continue to assess and react to employee sentiment through

our regular engagement and culture surveys and resulting action

plans.

• Further details on our activities in the period for attracting

and retaining talent are set out in the Our people section on

page 18 to 21.

Risk owner Senior Vice President – Operations

What’s the risk?

Successful transformational change through leveraging technology,

systems and processes to achieve our strategic objectives relies on

having the right capability, capacity and internal and external inputs.

If change is not delivered effectively it could lead to failed outcomes,

changes not being successfully embedded and challenges in delivering

our strategy, and as a result could cause business disruption and

delays, increased operating costs and lost opportunities.

Risk movement

No material changes identiﬁed in the period.

How do we manage the risk?

• We have an established Programme Management Ofﬁce overseen

by the SVP Operations that governs delivery of our strategic

programmes. Each programme has a set of aligned workstreams

with Management Committee sponsors and responsible leads.

• A regular cadence of tracking and review activities is in place

including steering committees and regular meetings with sponsors

and leads to assess and manage progress, risks, dependencies

andimpacts.

• Programme management tools are used to track progress,

beneﬁts, and risk indicators, and provide visibility of project

readiness through delivery gates and programme health checks.

• Regular updates on progress with strategic initiatives and

programmes including their key issues and risks are provided

to the Management Committee, ASOS Plc Board and its relevant

Committees.

• During FY25, ASOS is undertaking a reorganisation of Tech Product

teams, focused on delivering change with a streamlined approach

to prioritisation and gaining business beneﬁts at speed.

The Group’s prospects are assessed primarily through its strategic

planning process, which covers a period of ﬁve years, and is reviewed

by the Board with involvement throughout from both the CFO and

CEO. Whilst the Board reviews a ﬁve-year plan, the ﬁnal two years

areindicative movements, with the initial three years considered an

appropriate time period for the Group’s long-term plan as it facilitates

an appropriate balance between the short-term characteristics of the

business, such as uncertain demand cycles and changing consumer

behaviour, and the need for longer term planning in relation to

ﬁnancing, investment and supply chain planning.

The Group considers the following in the assessment of the strategic

planning cycle and the long-term assessment of the business:

• The principal risks and opportunities associated with the Group,

and identiﬁcation of new or changing emerging risks and how the

Group responds to these

• Macroeconomic trends within the global economy, geopolitical

events, increasing costs, and market share

• Changes in customer and competitor behaviour, driven particularly

by the potential wider consequences of reduced disposable income

(from increased interest rates and inﬂation); and scope for further

cost mitigation.

i. The assessment period:

ASOS continues to adopt a three-year assessment period to assess

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

period to 29 August 2027 is appropriate because:

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

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

predominantly as a result of changes to sales and cost assumptions

which are inherently more difﬁcult to predict beyond three years.

Both have been stress-tested as part of the viability assessment.

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

cycle as detailed above.

ii. Assessment of viability:

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

the liquidity headroom as at 1 September 2024, available through the

Group’s cash, cash equivalents and debt facilities, utilising a three-

year forward forecast (the base case). Sales growth rates utilised for

the ﬁrst year of the base case reﬂect year-on-year declines of (5%) to

(10%), with subsequent periods thereafter returning to +5% to +15%

year-on-year growth. Improvements in adjusted gross margin of at

least 300bps vs FY24 are assumed during FY25 with up to a further

c200bps growth by the ﬁnal year of the assessment.

The forecasted cash ﬂows across the assessment period were tested

against the single covenant of positive liquidity.

During the assessment there are two ﬁnancing arrangements which

mature:

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

Group does not expect to be exercised based on the conversion

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

atmaturity.

• £275m debt facility with a specialist lender, comprising of a £150m

term loan, a £75m revolving credit facility (“RCF”), and a £50m

accordion option due for renewal in April 2027, with an option

toextend if certain conditions are met. The facility is also subject

toa springing maturity clause in the term loan facility in April 2026,

conditional upon forward projection of base case cashﬂows, which

was considered as part of the assessment and is not expected

to be triggered.

The Group also estimated the impact of severe but plausible downside

scenarios aligned to the Group’s principal risks and opportunities,

identifying the principal risks from pages 64 to 69 which could have

asigniﬁcant impact on the viability of the Group. These were then

stress-tested using a combined scenario where the below risks were

modelled as materialising over the three-year period. Available

mitigating actions were considered as part of the assessment.

These include deferring capital investment spend and enhancing cost

management practices in order to support a sufﬁcient level of liquidity

headroom during the viability assessment period.

In the unlikely scenario of additional risks materialising, ASOS has

control measures in place and additional mitigations that in practice

would prevent or nullify the impact of any such occurrences.

Based on these assessments and other matters considered by the

Board, on the assumption that the term loan arrangement expiring

in2027 could be extended, the Directors conﬁrm that they have

areasonable expectation that the Group will continue in operation

andmeet its liabilities as they fall due through the three-year viability

period ending 29 August 2027.

iii. Going concern:

The Directors considered it appropriate to adopt the going concern

basis in preparing the ﬁnancial statements which are shown on

pages 121 to 185.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Long-term viability

statement

Scenario Associated

principal risk

Description

Macroeconomic

downturn and

loss of market

Macroeconomic

changes

Strategic

programmes fail

to deliver required

outcome

Market dynamics

and impact on our

business

The global market continues to be challenging following the continuation of geopolitical events in FY24.

Despite more encouraging indicators in recent months, sustained levels of high inﬂation and interest

rate increases have also impacted the ASOS customer demographic and reduced disposable income,

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

Management have applied a downside scenario with suppressed trading due to the economic

uncertainty experienced during the last 24 months. The scenario reﬂects an uncertain consumer

outlook which reduces the projected annualised like-for-like sales growth contained within the base

case during the 3-year assessment period, resulting in Year 3 of the assessment being c.25% lower

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

and uncertain nature of the macroeconomic environment.

Gross margin

performance

Macroeconomic

changes

Strategic

programmes fail

to deliver required

outcome

Market dynamics

and impact on our

business

A degradation in gross margin of c.300-400bps vs the base case across the assessment period due to:

• Increased discounting required to satisfy consumer spending habits if the challenging macro

economic impact was to worsen

• Increased requirement for stock clearance to satisfy the parameters of the new stock operating

model, if sales were not to meet the base plan

Management has applied a downside scenario to reﬂect a potential increase in discounting and stock

clearance in the event of the macro economic environment not improving throughout the assessment

period. A downturn in the economy could result in both the consumer demand being geared towards

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

clearance being required.

Working capital

cash impact

Data breach

Cyber security

incidents

Market dynamics

and impact on our

business

An incremental average working capital outﬂow of c.£90m has been modelled, constituting an outﬂow

of cash in Year one of the assessment period. This would capture any potential impact of regulatory

ﬁnes or impacts in relation to potential data breaches, cyber security events or any other events

impacting the Group’s ongoing working capital.

Climate change Sustainability and

climate change

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

Group’s business. In particular, these risks may arise from changes in regulations and legislation,

increased requirements for low-carbon technologies, shifting customer preferences towards more

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

Group’s supply chain.

The potential exposure to climate risks has been considered, in particular revenue declines that could

be experienced from disruptions to either supply chain or operations, as well as any market share loss in

a scenario where the Group fails to align to the expectations and requirements of legislators and

stakeholders. The potential impacts are in line with those disclosed within the Group’s TCFD disclosures

on pages 34 to 45, noting that the scenarios represent unmitigated scenarios that do not reﬂect the

Group’s proactive risk management or strategic initiatives. The impacts are signiﬁcantly below the

severe but plausible downsides already considered by the Group that takes into account all matters of

which the Group is currently aware, including climate-related impacts, and as a result, climate risks are

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

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

Group will continue in operation and meet its liabilities as they fall due through the three-year viability

period ending 29 August 2027.

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

behalf of the Board.

Jose Antonio Ramos Calamonte

Chief Executive Ofﬁcer

5 November 2024

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

José Antonio Ramos

Calamonte

Chief Executive Ofﬁcer

Appointed: June 2022.

External Appointments: None.

Experience: José was appointed

Chief Executive Ofﬁcer in June

2022. He joined ASOS in January

2021 as Chief Commercial

Ofﬁcer, where he led the product

and trading strategy globally.

Prior to joining ASOS, José was

Chief Executive Ofﬁcer at

Portuguese fashion company,

Salsa Jeans between 2019 and

2021. Before that, he led the

commercial strategy for

high-proﬁle brands including

Esprit, Carrefour Spain and

Inditex.

Having started his career at

McKinsey & Company, José has

extensive multichannel

experience, having worked across

both online and physical fashion

retail, with expertise in trading,

merchandising, and

transformation.

José holds a Master’s degree in

Business Administration from MIT

Sloan School of Management.

Jørgen Lindemann

Chair

Appointed: Non-executive

Director in November 2021 and

Chair in August 2022.

External Appointments: CEO of

Viaplay Group and Board Member

of Vivino APS.

Experience: Jørgen has strong

experience of leading digital-ﬁrst

businesses. He is currently CEO

of Viaplay Group, the Swedish-

based entertainment streaming

service.

Jørgen is the former President and

CEO of Modern Times Group

(MTG), the Swedish based digital

entertainments business, where he

worked from 1994 to 2020. He also

sat on the board of Zalando as a

Non-executive Director from 2016

to 2021. His other previous roles

include Kongregate, Non-executive

Director; DreamHack, Chair; Turtle

Entertainment, Chair; NOVA

Broadcasting Group, Chair; Reach

for Change, Board Member;

FTV Prima, Non-executive Director

and Co-Chair; CTC Media Inc,

Non-executive Director and

Co-Chair; and, most recently,

Chair of Miinto, the Danish-based

online fashion marketplace.

Committee key

Dave Murray

Chief Financial Ofﬁcer

Appointed: April 2024.

External Appointments: None.

Experience: Dave is a Chartered

Accountant and has more than

20 years of experience across a

range of ﬁnance roles in the retail

and e-commerce industry. Prior

to joining ASOS, he was Chief

Financial Ofﬁcer of Matches

Fashion and before that he was

Finance SVP at Farfetch. Prior

to Farfetch, Dave spent ﬁve

years at Amazon, most recently

as European ﬁnance director of

Amazon Logistics. Earlier in his

career, he spent a decade in

senior ﬁnance-based roles at

Sainsbury’s.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Committees

Audit Committee

Sustainability Committee

Nomination Committee

Remuneration Committee

Denotes Chair of

a Committee

Board of Directors

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

Natasja Laheij

Senior Independent Director

Appointed: April 2023.

External Appointments: Senior

Finance Director at Google EMEA,

Chair of Google Payments Limited

and Audit Chair of

Vandemoortele.

Experience: Natasja has more

than 25 years of experience in

international commercial and

ﬁnancial management,

e-commerce, tech, consumer

electronics, telco and retail in B2C

and B2B environments through her

roles in Deloitte Australia, Sony

Ericsson, Apple and as CFO

Amazon Fashion Europe.

Wei Gao

Independent Non-executive

Director

Appointed: February 2023.

External Appointments:

Venture Partner at Madrona,

Chief Digital and Product Ofﬁcer

at Re:Build Manufacturing and

Board Member at Phononic.

Experience: Wei has a wealth

of e-commerce and operating

experience, having worked in

various roles at Amazon over

16 years, latterly as Technical

Advisor to the CEO and Vice

President Grocery, Tech, Product

and Supply Chain. Most recently

Wei was Chief Operating Ofﬁcer

of Hopin, the online events

platform, until July 2022.

Wei brings a depth of relevant

industry knowledge across

international commerce, business

transformation and data-driven

decision-making.

Christine Cross

Independent Non-executive

Director

Appointed: April 2024.

External Appointments: Senior

Advisor at Inverleith LLP, Advisor

at Interpath Advisory and

Independent Non-executive

Director at The Pollen Estate

Trustee Company Limited.

Experience: Christine has

more than 35 years’ experience

in global multi-channel retail,

initially at Tesco plc where she

spearheaded own-brand

development and reinvigorated

the clothing brand as Trading

Director. Christine has served

on the Boards of numerous listed,

private and PE-backed businesses

including Next plc (UK),

Woolworths plc (Australia), Sonae

plc (Portugal), Zooplus AG

(Germany) and Clipper Logistics

plc (UK). Most recently, she has

served on the Boards and was

Remuneration Committee Chair

of Hilton Food Group plc (UK) and

Coca Cola Europaciﬁc Partners

plc as well as acting as Board

Advisor to Unilever and River

Island.

Committees

A N R

Committees

A S N

Committees

A R

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

William Barker

Non-executive Director

Appointed: September 2023.

External Appointments: CEO

of Camelot Capital Partners LLC,

Executive Chairman of Tapi

Carpets & Floors Limited and

Synnovia Limited and Board

Member of Re:Build Manufacturing

LLC.

Experience: William is the founder

and CEO of Camelot Capital

Partners LLC, a California-based

investment management company

and has a wealth of retail and

commercial experience. William is

also the Executive Chairman of

Tapi Carpets & Floors, Executive

Chairman of Synnovia, a UK

manufacturing conglomerate

andis also a founding investor

andBoard Member of Re:Build

Manufacturing LLC. Previously

William was the Executive

Chairman of Life is Beautiful, a

music and entertainment festival in

the USA and was an advisor to Tony

Hsieh, the founder of Zappos.

Committees

Nick Robertson

Founder and Non-executive

Director

Appointed: Co-founded ASOS.

com Limited in 2000, and served

as its Chief Executive Ofﬁcer

until September 2015, when he

became a Non-executive Director.

External Appointments:

Non-executive Director of AFCW

Plc and Gandys International

Limited.

Experience: Nick’s career began

in 1987 at the advertising agency

Young & Rubicam. In 1991, he

moved to Carat, the UK’s largest

media planning and buying

agency. In 1995, he co-founded

Entertainment Marketing Ltd, a

marketing services business. Nick

is Chair of the ASOS Foundation,

a registered charity funded by

ASOS which works to improve the

lives of young people in the UK

and overseas through long-term

partnerships with established

local charities. Nick was awarded

an OBE in 2011 for his

achievements in the world

of fashion retailing.

Jose Manuel Martínez

Gutiérrez

Independent Non-executive

Director

Appointed: April 2023.

External Appointments: CEO

and Executive Director of Bimba y

Lola and Independent Non-

executive Director of Ecoalf.

Experience: Jose Manuel has

more than 30 years of experience

in the retail and fashion industry,

initially as a Strategy Consultant

at McKinsey before moving into

leadership roles at international

fashion businesses. At Inditex, he

was Director of Distribution and

Operations, responsible for the

global product distribution model

of the group. He later served for

six years as CEO and Executive

Director of Esprit.

Anna Maria Rugarli

Independent Non-executive

Director

Appointed: June 2023.

External Appointments: Vice

President of Japan Tobacco

International, Executive Director

of Japan Tobacco International

SA and Non-executive Director

at Prada Group.

Experience: Anna Maria is a

sustainability and CSR expert

with more than 20 years of

experience working with leaders

in global apparel, including Nike

Inc. and VF Corporation. She has

specialised in creating innovative

strategies to address some of the

most pressing environmental and

social challenges faced by the

industry today, as well as

providing end-to-end oversight

through implementation and

roll-out.

Board of Directors continued

Committees

A S R

Committees

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC REPORT FINANCIAL STATEMENTS

GOVERNANCE REPORT

Marie Gulin-Merle

Independent Non-executive

Director

Appointed: February 2023.

External Appointments: Global

Vice President of Ads Marketing

of Google and Advisor to the

Marketing Standards Board of

the General Assembly, a

company which focuses on

education and career

transformation.

Experience: Marie has more

than 20 years of experience

in marketing and digital

transformation, working in

technology and fashion. Prior

to joining Google in 2019, Marie

was Chief Marketing Ofﬁcer of

Calvin Klein Inc and Chief Digital

Ofﬁcer of its parent company,

PVH Corp. Marie also spent 17

years of her career at L’Oréal,

latterly as Group Chief Marketing

Ofﬁcer USA, where she

successfully transformed the

company’s marketing functions.

Committees

S R

Rishi Sharma

Interim General Counsel

& Company Secretary

Appointed: May 2024.

External Appointments:

Non-executive Director at Classic

Motor Events Limited.

Experience: Rishi has over 20 years

legal and commercial experience,

having trained and qualiﬁed at

Freshﬁelds and then practised at

Skadden, Arps. Rishi was most

recently Group General Counsel

and Company Secretary at Ted

Baker plc and has held a number

ofsenior roles in the retail and

technology sectors including

General Counsel and Company

Secretary at Purplebricks Group

plc and VP, Legal and Secretariat,

at InterContinental Hotels

Groupplc.

Emma Whyte

General Counsel & Company

Secretary

Appointed: March 2023.

(Maternity Leave).

External Appointments: None.

Experience: Emma is General

Counsel & Company Secretary,

leading ASOS’ Legal, Company

Secretarial, Data Protection and

Compliance teams. As Company

Secretary, Emma supports the

ASOS Plc Board and Committees.

Emma joined ASOS in 2021 as Group

Legal Director. Previously she was

the Associate General Counsel at

the Fung Group and Global Brands

Group Plc, and prior to that a senior

lawyer at Tesco Plc. Emma spent

ﬁve years at Slaughter and May,

where she qualiﬁed as a UK solicitor

in the Corporate team.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Management

Committee

José Antonio Ramos

Calamonte

Chief Executive Ofﬁcer

See biography on page 72

Dave Murray

Chief Financial Ofﬁcer

See biography on

page 72

Emma Whyte

General Counsel & Company

Secretary

See biography on

page 75

Rishi Sharma

Interim General Counsel &

Company Secretary

See biography on

page 75

Anthony Ben Sadoun

Executive Vice President - Digital

Product



Vanessa Spence

Executive Vice President –

Creative



Fiona Gaughan

Executive Vice President –

Commercial





Christoph Stark

Executive Vice President –

Global Logistics & Supply Chain

Hugh Williams

Interim Executive Vice President

- Technology



Michelle Wilson

Chief of Staff and Strategy



Dan Elton

Executive Vice President –

Customer

Sean Trend

Senior Vice President –

North America

Ras Vaghjiani

Executive Vice President –

People Experience



Jag Weatherley

Senior Vice President –

Operations



Elena Martínez Ortiz

Executive Vice President –

Product



 

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024



Anthony joined ASOS in February 2024 and is responsible for

driving the digital product strategy and product management

across all verticals.

Before joining ASOS, Anthony was Chief Product Ofﬁcer

and early stage partner at Kavak, Latin America’s leading

tech unicorn. Prior to this, Anthony was Chief Product Ofﬁcer

at Linio, leading large scale e-commerce technologies.



Dan joined ASOS in March 2023 and is responsible for

customer experience and marketing across the business.

Dan was most recently Chief Customer Ofﬁcer at Made.com,

where he was responsible for the end-to-end customer

experience. He also brings diverse experience in fashion and

sports from his time at Google, as well as in senior marketing

roles at both Sainsbury’s and Tesco.



Fiona, since 2014, has held positions at ASOS, including

Womenswear Merchandising Director, Senior Global

Commerce and Channels Director and her current role as

Executive Vice President Commercial. In her current capacity,

Fiona leads Global & Digital Trading, Planning, Pricing, Intake,

Wholesale, and Markets at ASOS. She oversees commercial

activities in all markets, aligning with ASOS’ strategic and

commercial objectives, both short-term and long-term.

Before joining ASOS, Fiona spent 14 years at Arcadia,

managing Merchandising and Branch Planning in various

product areas. She also serves on the Board of Governors for

the Fashion Retail Academy and Fashion Retail and Awards.



Elena joined ASOS in 2022 as ASOS Design Womenswear

Director before becoming Senior Product Director and now

Executive Vice President – Product. Elena is responsible for

the entire Product division including own brands such as ASOS

Design Womenswear, ASOS Design Menswear, Topshop,

Topman, Venture Brands and third-party Brands, Face + Body

and Sportswear.

Prior to joining ASOS, Elena built her career working at

Inditex for Stradivarius, in a multitude of roles which saw her

working in Barcelona and across Asia, setting up Sourcing

Representative ofﬁces in Shanghai, Dhaka and Delhi and

leading multi-disciplined teams of designers, buyers,

merchandisers, planners and technicians.



Vanessa joined ASOS in 2007 and has held a number of roles

relating to Design, Studios & Creative, developing a cohesive

look and feel to the ASOS ranges, trends and collaborations.

Having worked in fashion retail for over 20 years, Vanessa is

responsible for the creative direction of the ASOS brand.

Prior to joining ASOS, Vanessa held design roles at Arcadia

and Pepe Jeans. Vanessa sits on the Board of Governors for

the Fashion Retail Academy and Creative UK and joined the

Fashion Minority Alliance in 2020 as one of their resident

experts in Fashion Retail.



Christoph joined ASOS in January 2023 and leads the Supply

Chain, Logistics and Customer Care teams.

Christoph has over 15 years’ experience across fulﬁlment,

supply chain and logistics and has held Senior Leadership

roles in several high-proﬁle international online retailers,

including serving as Vice President Logistics for fashion

retailer Zalando in Berlin, Germany, and Vice President

Global Fulﬁlment for Wayfair (home & living) in Boston, USA.



Sean joined ASOS in 2017 and is recently responsible for our

North America Operations. Previously Sean acted as a Senior

Director supporting the CEO in day-to-day operations as well

as running Insights, Analytics, Data Governance and several

strategic projects.

Prior to this role, Sean has had various roles in ASOS across

ﬁnance including, most recently, Director of Commercial

Finance, as well as other senior roles across Finance including

Financial Planning and Analysis and Financial Control. Before

ASOS Sean spent several years as Group Financial Controller

at CRUK and in Audit and Advisory at Deloitte.



Ras joined ASOS as Executive Vice President – People

Experience in July 2024, and leads ASOS’ Reward, DE&I,

Business Partnering, Learning and Development,

Talent and Shared Services teams.

Ras was previously Chief of Staff at De Beers Group,

and has held several senior roles in HR as well as in strategy,

corporate affairs and retail across the pharmaceutical,

mining and retail sectors.



Jag joined ASOS in 2012 and is currently Senior Vice President

– Operations. In her role, Jag is responsible for streamlining

strategic initiatives, overseeing programme management

and communicating objectives to departments, ensuring we

remain focused. Jag oversees the PMO, Transformation,

Change, Business Technical L&D Academy and Procurement

teams.

Prior to this, Jag has held a number of roles in the business,

starting as a Head of Merchandising in Womenswear for

both our own brands and our third-party brand partnerships,

before moving into the Operations, Change and

Transformation space in 2019. Prior to joining ASOS Jag was

a Merchandiser for Topshop where she started her career.



Hugh joined ASOS in June 2024 and is responsible for driving

the technology strategy, delivery, and operations globally,

encompassing all customer online experiences, data

platforms, supply chain, operational, and business systems.

Prior to ASOS, Hugh ran his own advisory ﬁrm where he has

worked with companies including Doordash, Moonpig, and

Ocado. He is also a co-founder of a charity, CS in Schools,

and a board member of three Australian charities. Hugh was

formerly a vice president in the US at Google and eBay and

held a senior role at Microsoft. He has a PhD in Computer

Science from RMIT University in Australia.



Michelle joined ASOS as Senior Director of Strategy &

Corporate Development in April 2023 before being appointed

Chief of Staff and Strategy and is responsible for Strategy,

Investor Relations and Communications.

Michelle joined ASOS from Berenberg Investment Bank, where

she led Retail and Ecommerce Equity Research before moving

into Investment Banking acting as board advisor to retail and

consumer businesses and most recently leading Berenberg’s

Corporate Finance team for Continental Europe. Previously

she held audit and mergers & acquisitions roles at EY.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Dear shareholder

I am pleased to present the Corporate Governance Report for the

period ended 1 September 2024. This report provides an overview of

how our Board works in practice, together with an explanation of

individual and Committees’ roles and responsibilities. This should be

read in conjunction with the compliance report on page 80, which

shows how the Company has complied with the UK Corporate

Governance Code 2018 (“Code”).

Governance

Maintaining appropriate standards of corporate governance is

essential for good management of the business. As a Board, we

recognise the need for ensuring an effective corporate governance

framework is in place to give our stakeholders the conﬁdence that

thebusiness is being run effectively.

The Board welcomes the new Corporate Governance Code published

in January 2024 (“2024 Code”). Given the new provisions and the

internal changes needed in order to comply with certain provisions,

notably around the new controls requirements, we have decided to

take a phased approach to incorporating the 2024 Code and will

continue to report against the 2018 Code in this Annual Report.

Board activities

As a Board, we continued to focus on delivery against our Driving

Change agenda throughout the period and we have seen solid

strategic progress in FY24.

During the period, the Board supported management on the re-

ﬁnancing and the competitive sales process that led to a joint venture

with a subsidiary of Heartland A/S, who purchased 75% of the Topshop

and Topman brands subsequent to year end, as announced on

5 September 2024. We are pleased that we have strengthened our

balance sheet and improved our ﬁnancial ﬂexibility to be able to deliver

sustainably proﬁtable growth.

The Board engaged with the Management Committee on several

occasions throughout the period. Notably, a combined Board and

Management Committee strategy day was held in April 2024 where

key strategic and transformation initiatives were discussed.

In addition to the regular ﬁnancial and operational reviews at each

Board meeting, deep dives into key topics were presented to the Board

by appropriate Management Committee members at Board meetings

on a rotational basis. The deep dives also assessed the risks and

opportunities inherent to each business area and important strategic

priorities are discussed and deliberated.

More information on our Board’s activities and principal decisions

throughout the period can be found on pages 85 to 86.

Leadership changes

There were several changes to the Board’s composition throughout

the period. As reported in last year’s Annual Report, we welcomed

William Barker to the Board as a Non-executive Director on

20 September 2023. Mai Fyﬁeld stepped down from the Board and her

role as Senior Independent Director and Remuneration Committee

Chair following the conclusion of the Company’s Annual General

Meeting on 7 February 2024, and Natasja Laheij took over as Senior

Independent Director on the same date. Christine Cross was

appointed as Independent Non-executive Director and Remuneration

Committee Chair on 16 April 2024 and Dave Murray joined our Board

asExecutive Director and Chief Financial Ofﬁcer on 29 April 2024.

Further details of our Board and Committee composition changes,

including information on the selection and appointment process, can

be found in the Nomination Committee Report on pages 90 to 93.

Biographies of the Board, including the Committees on which our

Non-executive Directors serve, can be found on pages 72 to 74.

Board evaluation

Last year we reported that, due to the Board and Leadership changes

throughout the period, we took the decision not to do a Board

evaluation prior to our FY23 year-end, to allow time for our new Board

members to embed into their roles and attend more meetings. As such,

we concluded our externally facilitated evaluation in H1 FY24 and I am

pleased to report that the consensus amongst the Board was that

there was a positive, engaged, collaborative and open dynamic.

Anumber of strengths were identiﬁed together with some

recommendations for focus areas.

The process and results of our external Board evaluation is explained

further on page 87.

Jørgen Lindemann

Chair

5 November 2024

Chair’s

Governance

statement

Corporate

Governance Report

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Board composition

The Board is currently composed of an Independent Non-executive

Chair,a Chief Executive Ofﬁcer (CEO) and a Chief Financial Ofﬁcer (CFO)

who are Executive Directors and eight Non-executive Directors, six of

whom are considered to be independent. Nick Robertson, Founder and

Non-executive Director, is not considered to be independent under the

Code due to his former role as CEO of the Company. William Barker is

notconsidered to be independent under the Code due to his relationship

with Camelot Capital Partners LLC, which is a signiﬁcant shareholder

ofthe Company.

Board diversity policy

We recognise the importance of diversity across our organisation and see

it as a key driver of business success. We are committed to creating an

inclusive culture where our ASOSers reﬂect the diversity of the customers

we serve. We are passionate about creating an environment where every

ASOSer is given the opportunity to contribute and use their talents, skills

and experiences to help make ASOS the world’s number one online

destination for fashion-loving 20-somethings.

As a Board, we expect this culture of diversity and inclusion to be clear

through setting the tone from the top, with the Board and Management

Committee championing our Diversity, Equity & Inclusion strategies in

support of ASOS’ commitments.

We believe that a diverse Board, with a broad range of skills, backgrounds,

knowledge and experience, is essential to maintaining Board effectiveness

and competitive advantage. When making new appointments to the

Board, suitably qualiﬁed applicants from a diverse pool will be considered

with no restrictions on protected characteristics such as age, gender,

sexual orientation, religion, ethnic background or other personal

attributes. All appointments are made on merit, taking into account

suitability for the role, together with the composition and balance of the

Board, to ensure that the Board and its Committees have the right mix of

skills, experience, independence and knowledge to perform effectively.

Female

Gender

Male

Ethnicity

10 1

White

Ethnically diverse

The Board supports the recommendations set out by the FTSE Women

Leaders Review and the Financial Conduct Authority on gender diversity

and the Parker Review on ethnicity diversity, and endeavours to maintain

adiverse and balanced Board.

When considering memberships of the Board’s Committees,

consideration is given to the diversity within each Committee in addition

toassessing the balance of skills and experience to leverage different

insights and perspectives. This will beneﬁt decision-making within the

Committees and the Board as a whole and will, in turn, beneﬁt the

Company’s shareholders and other stakeholders.

The Board, with the support of the Nomination Committee, will ensure

that procedures are in place to underpin this policy on Board diversity,

including in its to succession planning for senior management level, so as

tomaintain the correct balance and ensure ongoing progression.

Board diversity

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

1 The arrangement with Heartland, whilst referred to as a joint venture throughout this report, will be accounted for as an associate, as detailed in Note 30

of the Financial Statements.

Compliance with the UK Corporate Governance Code 2018

(continued)

1 Board Leadership and Company

Purpose

Page(s)

Effective Board

Purpose, values and culture

Governance framework

Stakeholder engagement

Workforce policies and practices

79 to 87

24, 84, 88

82 to 83

22 to 27,

88 to 89

18 to 21, 101,

117, 119

2 Division of Responsibilities

Page(s)

Role of the Chair

Independence

External commitments and conﬂicts

of interest

Board resources

3 Composition, Succession and

Evaluation

Page(s)

Appointments to the Board

Board skills, experience and knowledge

Annual Board evaluation

84, 90 to 93

72 to 75, 90 to

87, 92

4 Audit, Risk and Internal Control

Page(s)

External Auditor and Internal Auditor

Fair, balanced and understandable

review

Internal ﬁnancial controls and risk

management

97, 100 to 101

97, 120

101

5 Remuneration

Page(s)

Linking remuneration with purpose

and strategy

Remuneration Policy review

Performance outcomes in 2024

102 to 107

102 to 115

103, 109

How the Board operates

Board meetings

The Board held ﬁve scheduled Board meetings during the year plus a

dedicated Strategy Day in conjunction with the Management Committee.

Additional Board meetings were held in relation to projects as and

whenrequired.

The table on page 81 sets out attendance at all scheduled Board and

Committee meetings held during the ﬁnancial period ended 1 September

2024. Directors are expected to attend all Board and relevant Committee

meetings, however certain pre-existing commitments meant that some

Directors could not join all meetings, as explained in the notes to the table.

Where possible, Board meetings are scheduled at least one year in

advance. When ad hoc meetings are scheduled, sometimes at short

noticefor time critical matters, it may not always be possible to ensure

attendance by the full Board. However, Board papers for the meeting are

shared with all Board members and any Board member who is not able

toattend is able to comment on matters to be discussed and is able

toreceive a full brieﬁng from the Chair.

In conjunction with the Company Secretarial team, forward-looking

agendas are prepared for the Board and its Committees to ensure that

the Board discharges its duties on a timely basis throughout the year

taking into account strategy, forecast and budget planning and the

Company’s ﬁnancial reporting cycle. The Chair meets with the CEO and

Company Secretary in advance of each Board meeting to agree the

agenda and papers for each meeting. Board and Committee meeting

packs are distributed well in advance of each meeting to allow appropriate

time to review the information to be discussed.

Compliance with the UK Corporate Governance Code 2018

(the “Code”)

Provision 17 of the Code states that a majority of members of the

Nomination Committee should be Independent Non-executive Directors.

Our Nomination Committee is comprised of our Chair, Jørgen Lindemann,

who was independent upon appointment, two independent Non-Executive

Directors, Wei Gao and Natasja Laheij, and one Non-Independent

Non-executive Director, William Barker. The Board believes that the

composition of the Nomination Committee adheres to Provision 17

of the Code as the Chair is deemed to continue to be independent.

Throughout the period to 1 September 2024, the Board considers that the

Company has applied all the principles and complied with all the provisions

of the UK Corporate Governance Code 2018.

Corporate Governance Report

continued

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Board meetings Committee meetings Strategy day

Audit Remuneration Nomination Sustainability

Eligible to

attend

Scheduled

meetings

attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

Eligible

attend Attended

José Antonio

Ramos

Calamonte

/ –– ––––––/

David Murray / – – – – – –––––/–

William Barker  / – – – –  / – –  /

Christine Cross  /  /  / – – – – – –

Mai Fyfield   /  /  /  / – –  /

Wei Gao / / – – / /  /

Marie Gulin-

Merle

/ – – / – – /  /

Natasja Laheij

/ / / / – –  /

Jørgen

Lindemann

/ – – – – / – –  /

Jose Manuel

Martínez

Gutiérrez

 /  /  / – –  /  /

Nick Robertson/ –– ––––//

Anna Maria

Rugarli

/ –– ––––//

1 Dave Murray was appointed to the Board on 29 April 2024.

2 William Barker was appointed to the Board on 20 September 2023 and joined the Nomination Committee on 7 February 2024.

3 Christine Cross was appointed as Independent Non-Executive Director, Chair of the Remuneration Committee and member of the Audit Committee

on 16 April 2024.

4 Mai Fyﬁeld stepped down from the Board following conclusion of the Annual General Meeting on 7 February 2024. Mai did not attend the Nomination Committee

meeting held on 6 February and the Board meeting held on 7 February 2024 due to a diary clash. Mai did not receive an update following these meetings as she

ceased to be a Director following conclusion of the AGM on 7 February 2024 although she had access to the Board and Nomination Committee papers in advance

of the meetings.

5 Wei Gao was unable to attend one cycle of Board and Committee meetings in April 2024 due to pre-existing commitments, however a full brieﬁng was given

to Wei following the meetings.

6 Marie Gulin-Merle was appointed to the Sustainability Committee on 7 February 2024.

7 Natasja Laheij was appointed to the Nomination Committee on 7 February 2024.

8 Jose Manuel Martínez Gutiérrez was appointed to the Remuneration Committee on 7 February 2024.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Corporate Governance Report

continued

Division of responsibilities

The Board is collectively

responsible for the long-term

sustainable success of the

Group by ensuring that ASOS,

its subsidiaries and all its

businesses are managed for

the long-term beneﬁt of all

shareholders, while having

regard for our employees,

customers, suppliers, and our

operational impact on our

communities and the

environment. It sets the

Group’s purpose, strategy

and values and is accountable

to shareholders for ensuring

that the Group is

appropriately managed and

achieves its objectives in a

way that is supported by the

right culture and behaviours.

The Board sets the Group’s

risk appetite, and reviews the

controls applied to operate

the business in line with that

appetite. It determines,

monitors and oversees risk

management processes,

ﬁnancial controls and audit

processes to ensure ASOS

operates effectively and

sustainably in the long-term.

Chief Executive Ofﬁcer

• Responsible for the overall leadership of the Group, the effective management

of the Group’s businesses and day-to-day operations.

• Implements and executes strategy and policies agreed by the Board.

• Leads the management, development and succession planning of the Senior

Management team.

• Ensures effective engagement and communications with the Group’s stakeholders.

Chair

• Primarily responsible for the overall operation, leadership and governance of

the Board, while taking account of the interests of the Group’s stakeholders.

• Responsible for running the business of the Board, sets the agenda and promotes

a culture of openness, debate and challenge among the Board.

• Ensures the effectiveness of the Board with appropriate strategic focus

anddirection.

• Ensures effective communication between our Executive and Non-executive

Directors and with our shareholders.

Senior Independent Director

• Serves as an intermediary for the Non-executive Directors, where necessary.

• Leads the Non-executive Directors’ performance appraisal of the Chair and is available

to meet with shareholders, if and when necessary, if they have any concerns about

thebusiness which have not been resolved through normal channels.

Non-executive Directors

• Exercise independent judgement and constructively challenge the Executive Directors

and the Senior Management team, scrutinising performance against objectives.

• Provide strategic guidance to the Company, utilising their wealth of knowledge, insight

and experience in their specialist areas.

• Have a pivotal role in the appointment and removal of Executive Directors and

the Company’s corporate governance framework as a whole.

The

Board

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

The Board has delegated speciﬁc responsibilities to the Board Committees: Audit, Nomination, Remuneration and Sustainability. The duties of each

Committee are set out in the Committees’ Terms of Reference, which are available on our website at asosplc.com. Details of each of the Committee’s

activities during the period are set out in the Committee reports on pages 90 to 115. Each Committee has access, at the cost of the Group, to the resources,

information and advice that it deems necessary to enable the Committee to discharge its duties.

Audit Committee

The Audit Committee’s principal

responsibilities areto:

• Monitor the integrity of the

Group’s ﬁnancial statements in

relation to the Group’s ﬁnancial

performance.

• Provide advice to the Board

onwhether the Annual Report

isfair, balanced and

understandable.

• Review the Group’s accounting

policies, critical estimates and

signiﬁcant judgements.

• Review the effectiveness of the

external audit processes,

including monitoring the External

Auditor’s independence, and

report External Audit ﬁndings

tothe Board.

• Monitor and review the

effectiveness of the Internal

Audit function.

• Review the effectiveness of

theGroup’s internal controls,

including the process for the

evaluation, assessment and

management ofrisk.

• Oversee the Group’s

whistleblowing, compliance,

security and fraud prevention

procedures.

More information on the

composition, responsibilities

andactivities of the Audit

Committee are set out in the

Audit Committee Report on

pages 96 to 101.

Nomination Committee

The Nomination Committee’s

principal responsibilities are to:

• Monitor the structure, size and

composition of the Board and its

Committees.

• Identify the balance of skills,

knowledge, diversity and

experience on the Board and

recommend new Board and/or

Committee members to the

Board as appropriate.

• Review the time commitment

andindependence of the

Non-executive Directors,

including potential conﬂicts

ofinterest.

• Oversee talent and succession

plans for Senior Leaders.

• Ensure that an appropriate and

tailored induction is undertaken

by all new Board members.

• Review the results of the Board

evaluation process.

• Review the Company’s policy on

Diversity, Equity & Inclusion, it’s

objectives and linkage to the

Company’s strategy.

• Review employee engagement

survey results and monitor

management’s action plan in

response to surveys.

• Review the Company’s

recruitment and talent

management practices and

consider how these drive the

desired ASOS behaviours

andvalues.

More information on the

composition, responsibilities and

activities of the Nomination

Committee are set out

in the Nomination Committee

Report on pages 90 to 93.

Sustainability Committee

The Sustainability Committee’s

principal responsibilities are to:

• Provide input and guidance to

theCompany’s FWI Strategy

including related targets

andKPIs.

• Provide oversight of the

execution of the FWI Strategy

and monitor progress against

itstargets and KPIs, including

riskmanagement.

• Provide oversight of the key

policies and programmes

required to implement the

FWIStrategy.

• Provide advice and direction to

the Company’s management

onimplementation of the FWI

Strategy, the opportunities

andrisks to the Company’s

operations and reputation

• Monitor how the Company’s

FWIStrategy is communicated

to all stakeholders, and how

it is received.

• Monitor changes to the

sustainability regulatory

landscape and oversee how the

Company is preparing to meet

the requirements.

• Review the practices and

initiatives of the Group relating

to sustainability matters to

ensure they remain effective.

• Have oversight of the Company’s

Modern Slavery Statement.

• Offer recommendations to the

ASOS Plc Remuneration

Committee on sustainability-

speciﬁc targets for executive

remuneration packages.

• Monitor the internal and external

performance of the ASOS

Foundation and its partnerships.

More information on the

composition, responsibilities and

activities of the Sustainability

Committee are set out in the

Sustainability Committee Report

on pages 94 to 95.

Disclosure Committee

Assists the Board in discharging

obligations under the Market

Abuse Regulation and Listing Rules

with regard to the management

and disclosure of inside

information, and provides

oversight of the accuracy and

timeliness of the Group’s ﬁnancial

and corporate disclosures, or any

other material information, as per

the regulatory framework.

Management Committee

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

Committee. Led by the CEO, the Management Committee is collectively responsible for developing and

implementing the strategy, operational plans and budgets; monitoring overall operational and ﬁnancial

performance; overseeing key risks; and management development.

Remuneration Committee

The Remuneration Committee’s

principal responsibilities are to:

• Determine and recommend to

the Board the Group’s overall

Remuneration Policy and monitor

the ongoing effectiveness

ofthat Policy.

• Determine and recommend to

the Board the remuneration of

the Executive Directors, the

Chair and other members of

theManagement Committee.

• Monitor, review and approve

the levels and structure of

remuneration for other Senior

Leaders and employees.

• Determine the headline targets

for any performance-related

bonus or pay schemes.

• Determine speciﬁc targets and

objectives for any performance-

related bonus or pay schemes

for the Executive Directors and

the other members of the

Management Committee.

• Review and approve any material

termination payment.

• Review how employee incentives

support the Company’s culture,

values and desired behaviours.

• Ensure effective engagement

with the Company’s stakeholders

in relation to remuneration

policies and practices.

• Review the Company’s

retirement beneﬁt schemes.

More information on the

composition, responsibilities and

activities of the Remuneration

Committee are set out in the

Directors’ Remuneration Report

on pages 102 to 115, along with a

summary of our Remuneration

Policy and details of how that

Policy was implemented during

the period to 1 September 2024.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

How the Board operates

Board meetings (continued)

Matters to be approved by the Board are constructively challenged

and decisions are taken democratically following discussion.

Anyactions arising from Board and Committee meetings are

recordedand then followed up by the person responsible.

Any concerns that a Director may have are noted in the minutes of

themeeting. Furthermore, if any Director were to resign and had not

had anyconcerns about the business, the Chair would engage with the

resigning Director and ensure that the Board receives feedback

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

During the year, the Chair periodically met with the Non-executive

Directors without the Executive Directors being present.

The Board has access to the advice and services of the Company

Secretarial team, including the General Counsel & Company

Secretary, who is responsible for ensuring that all Board procedures

have been complied with. The appointment and removal of the

Company Secretary is a matter reserved for the Board as a whole.

Individual Directors are also able to take independent legal and

ﬁnancial advice at the Group’s expense when necessary, to support

the performance of their duties as Directors. The Directors are also

updated on the Group’s business areas and the regulatory and

industry-speciﬁc environments in which they operate by way of written

brieﬁngs and meetings with Senior Leaders and, where appropriate,

external parties. Appropriate training is also available to all Directors

to develop their knowledge and ensure they stay up to date on matters

for which they have responsibility as a Board member. Directors’

andOfﬁcers’ Liability insurance is maintained for all Directors.

Time commitment

The Nomination Committee has primary responsibility for monitoring

time commitments of Directors and ensuring that each Non-executive

Director has the requisite time to discharge their duties as Directors

effectively. The Nomination Committee, led by the Chair, is satisﬁed

that all Non-executive Directors have sufﬁcient time to commit to their

role on the Board. Any changes to the time commitments and interests

of its Directors are reported to and, where appropriate, agreed with

the rest of the Board. The Board is satisﬁed that the number of

external appointments held by each Director is appropriate and

noneof the Directors are considered to be over-boarded and each

hasthe requisite time to fulﬁl their obligations to the Company.

Board appointments and inductions

On the recommendation of the Nomination Committee, the Board

makes decisions regarding the appointment and removal of Directors

and there is a formal, rigorous and transparent procedure for

appointments. Each new Director receives a full, structured and

tailored induction. A comprehensive information pack is provided to

Directors during the onboarding process containing detailed

management information pack on the business, corporate governance

and compliance. Meetings are organised with other Board members,

relevant members of the Management Committee and external

advisors. Directors are also invited to a tour of the ASOS ofﬁces

and studios in London.

Succession planning

The Nomination Committee, and the Board as a whole, regularly

discuss succession planning for all Directors and Senior Leaders, taking

into account the challenges and opportunities facing the Company,

the leadership needs of the organisation and the skills and expertise

needed on the Board and in the Senior Leadership team in the future.

The work of the Nomination Committee for this area is described

indetail on pages 90 to 91.

Risk management and internal controls

The Board has overall responsibility for determining the nature and

extent of the signiﬁcant risks the Group is willing to take in achieving its

strategic objectives, maintaining sound risk management and internal

control systems and commenting on such matters in line with the

Company’s reporting obligations. During the period the Board

conducted a robust assessment of the Group’s emerging and

principalrisks. Further information on the Group’s approach to risk

management and internal controls can be found on pages 62 to 63

and 101.

Conﬂicts of interest

Each Director has a duty to declare any potential conﬂict of interest

prior to appointment, and on an ongoing basis. We have effective

procedures in place to monitor and deal with any potential or actual

conﬂict of interest that could impair judgement. No Director would be

included in a discussion where there could be a conﬂict of interest. If a

conﬂict were to require approval this would be appropriately minuted,

together with the rationale behind the decision, and appropriate

records would be kept.

Board leadership and Company purpose

Our purpose, culture and strategy

The Board is responsible for setting ASOS’ vision, purpose and values,

as well as satisfying itself that there is an appropriate culture

throughout the Group to ensure the necessary resources are in place

to execute the Group’s vision – to be the world’s number one fashion

destination for fashion-loving 20-somethings – and to ultimately

deliver long-term growth of the Group and generate value for our

shareholders. In order to achieve this vision, we are focused on our

purpose to give our fashion-loving 20-somethings the conﬁdence to be

whoever they want to be, as well as being guided by our values – to be

authentic, brave, creative and deliver in everything we do. The Group

isbuilt on an inclusive culture which encourages passion, enthusiasm

and development so ASOSers can bring their best selves to work.

Werecognise that it is our differences which make us stand out from

the crowd.

In January 2024 ASOS launched new “behaviours” which sit alongside

each of our values to show our commitments, that we’ve made as

a team, to live and breathe the ASOS behaviours day to day.

The Board acknowledges that it is accountable to stakeholders for

ensuring that the Group is appropriately managed and achieves

its objectives in a way that is supported by the right culture and

behaviours. The Board is responsible for ensuring that its activities

reﬂect the culture of the Group, set the tone from the top and drive

the right behaviours with our ASOSers.

The Board assesses culture in a variety of ways as detailed on pages 24

and 88.

Corporate Governance Report

continued

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Board activities

The main topics reviewed, monitored, considered, debated and approved by the Board during the period are outlined below. Meeting agendas

are agreed in advance by the Chair in conjunction with the CEO, CFO and Company Secretary to ensure the appropriate balance of standing

agenda items, strategic or functional deep dives and governance matters. The Board recognises the importance of weaving the views of its

keystakeholders into its deliberations and decision-making process, as well as promoting the long-term success of the Company, so this forms

akey part of the Board’s discussions.

Strategy

• Reviewed and approved a proposal to accelerate the business towards the new commercial operating model

(see page 88 for further details).

• Monitored progress against our Back to Fashion strategy.

• Conducted a Board and Management Committee strategy day.

• Considered options for a reﬁnancing (see page 86 for further details).

• Launched a competitive sale process for the Topshop and Topman brands following an initial unsolicited offer

for the brands (see page 86 for further details).

• Conducted deep dives on the Company’s strategic priorities.

Financial and

operational

performance

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

• Monitored ﬁnancial performance against budgets and forecasts and discussed any deviations from expectations

at each scheduled meeting.

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

• Received updates from Management Committee members regarding their respective areas.

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

• Reviewed and approved the Group budget.

• Reviewed performance updates relating to technology infrastructure, technical capabilities, cyber and data

privacy.

People and culture

• Received periodic leadership updates including key actions for succession planning for senior executives and

leaders within the Group.

• Received an overview of the results of the ASOS Vibe employee engagement survey to understand the culture,

values and engagement levels within the Group.

• Received feedback from the designated Non-executive Director for employee engagement on their experiences

meeting ASOSers.

• Received feedback from other Board members following each of their interactions with ASOSers.

• Reviewed progress made against our diversity KPIs as part of our Fashion with Integrity (FWI) Strategy.

Board and

Committee Matters

• Approved appointments to the Board and the Board’s Committees.

• Approved the appointment of Natasja Laheij as Senior Independent Director.

Governance and

risk

• Reviewed and approved changes to the Terms of Reference of the Audit, Remuneration and Nomination

Committees.

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

• Reviewed the results of the Board and Committees’ external evaluation with a designated feedback session

from the Board evaluator, discussed recommendations and agreed key themes to focus on.

• Received updates and recommendations from the Committee Chairs following each Committee meeting.

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

matters at each meeting.

• Reviewed the risk management framework and the Group’s principal risks, approved changes to risk appetite,

and discussed how these risks and opportunities should best be managed within the Group.

• Received feedback and insights from the Chair gathered from meetings with the Company’s top shareholders.

• Reviewed and approved a revised Delegation of Authorities.

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

Markets

• Reviewed reports from the Investor Relations team, containing market updates and shareholder feedback.

• Assessed performance relative to peers.

• Received reports on our target customers and considered customer acquisition models, the customer

experience and marketing campaigns.

• Received an update on brand and customer health at the Board strategy day.

• Considered geographical markets.

Fashion with

Integrity (FWI)

• Oversight of FWI Strategy through our Sustainability Committee.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Principal decisions FY24

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

stakeholders and their priorities during their discussions and decision-making.

Matter considered Deliberations Stakeholders

Lichﬁeld

Fulﬁllment Centre

In October 2023, the Board approved the commencement of a process to sell or mothball the

Lichﬁeld Fulﬁllment Centre following completion of the automation project in FY24. In reaching the

decision, the Board considered various options for the site. As the automation project was nearing

completion and capital had already been deployed or committed, it was agreed that the completion

of the automation project would make the site more desirable for prospective tenants or buyers.

The Board agreed that this would be the best outcome in order to reduce ﬁxed operating costs and

right-size our supply chain network capacity.

Customers

ASOSers

Shareholders

Suppliers

Communities

Stock

management

Throughout the year, the Board received regular updates on stock levels and the performance of

the new operating model. After almost two years of clearing through excess stock built up under the

old commercial model, it was decided that an acceleration to the new commercial model would be

tested in Q4 through the removal of a proportion of aged stock from the on-site consumer view.

During the test, net sales improved and total realised markdown (TRM) reduced, resulting in

improved gross margins, further strengthening management’s view that a quicker transition to the

new operating model will facilitate improved short and long-term performance.

The Board approved a stock write-down of aged stock to facilitate the full transition to the new

operating model, recognised as a non-cash P&L cost excluded from adjusted proﬁt before tax.

Further information is included within Note 3 of the Financial Statements. Going forward, clear

targets and milestones are in operation to prevent aged stock build.

ASOSers

Customers

Shareholders

Topshop and

Topman Joint

Venture

Following an initial unsolicited offer, ASOS entered into a competitive sales process during FY24 for

the Topshop and Topman (TSTM) brands. The Board approved the binding agreement with Heartland

A/S to form a new joint venture (JV)

to purchase the intellectual property of the TSTM brands, as

announced on 5 September 2024. The sale of the TSTM brands to the JV completed on 9 October

2024.

The Board received regular updates on the sales process, and unanimously agreed that the TSTM

JV entered into is in the best interest of ASOS shareholders as a whole, as well as customers, and

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

continue to beneﬁt from access to TSTM products, alongside ASOS’ own-brand and 900+ partner

brands; the sale of a 75% stake in the TSTM brands aligns with ASOS’ renewed focus on allocating

capital more efﬁciently, thereby accelerating the core Back to Fashion strategy; the new JV brings

the opportunity to expand TSTM’s customer reach; and the sale proceeds would signiﬁcantly

strengthen ASOS’ balance sheet, while retaining a stake in the TSTM brands (through the JV)

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

By virtue of Heartland A/S’s indirect shareholding in ASOS, the Board was advised by J.P. Morgan

Cazenove, acting in its capacity as sponsor in relation to the related party transaction, to consider

that the transaction is fair and reasonable as far as ASOS’ shareholders are concerned.

ASOSers

Customers

Shareholders

Suppliers

Re-ﬁnancing

In August 2024, the Board approved a re-ﬁnancing programme of ASOS’ convertible bonds and

Bantry Bay facilities, both of which subsequently completed in September 2024. The Board agreed

that the new capital structure would strengthen ASOS’ balance sheet and improve its ﬁnancial

ﬂexibility.

As announced on 5 September 2024, the re-ﬁnancing involved three elements: (i) £253m Convertible

Bonds due 2028, fully funded by an exchange from the Convertible Bonds due 2026; (ii) £173.4m of

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

amended and extended its existing facilities agreement with Bantry Bay Capital to May 2027 with an

option for a 12-month extension. Further information is included within Note 30 of the Financial

Statements.

The Board considered its stakeholder groups when approving the re-ﬁnancing and concluded it was

in the best interests of the Company and would promote the success of the Company for the

beneﬁt of its stakeholders over the long term.

ASOSers

Customers

Shareholders

Suppliers

Corporate Governance Report

continued

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Board evaluation

The Board recognises that regular evaluation and monitoring of

theBoard, its Committees and individual performance provides

opportunities for the Board to reﬂect on its activities, decision-making

and individual contributions.

As reported in last year’s Annual Report, ordinarily the Company would

have conducted an externally facilitated Board evaluation in FY23.

However, as ﬁve new Non-Executive Directors were onboarded

between February 2023 and July 2023, it was agreed that it was in the

best interests of the Company to delay the evaluation to allow the new

Non-Executive Directors to embed into their roles on the Board and in

their respective Committees before embarking on a formal evaluation.

Mr Chris Saul of Christopher Saul Associates was appointed to

facilitate an external evaluation process in July 2023, and the

processran throughout the ﬁrst few months of FY24, as detailed

below. Chris Saul is highly respected in this area and has assisted

anumber of FTSE organisations to assess and improve Board

effectiveness. Chris Saul does not have any connection with the

Company or any individual Director.

Board evaluation process

Scoping

Chris Saul initially met with the Chair, Senior Independent Director

andthe General Counsel & Company Secretary upon appointment

todiscuss and agree the objectives of the review and any areas

ofspeciﬁc focus and a timetable was drafted based on the Board

calendar.

Document review

Chris was provided with a selection of relevant Board and Committee

agendas, papers and minutes for review.

Board and Committee observation

It was agreed that each Director should have been through at least

one Board and Committee cycle before they could meaningfully

contribute to evaluation discussions. As such, Chris attended the

scheduled Board and Committee meetings in early October 2023

toreview the practical arrangements and proceedings at meetings

and to assess the Board and Committee dynamics.

Interviews

Chris commenced one-to-one interviews with each Board member in

October 2023. Eight of the meetings were held in person and one was

via video conference. Chris also met with the Company Secretary,

theInterim CFO and other Senior Leaders who regularly participate

inparts of Board and Committee meetings.

Feedback

The Board were presented with Chris Saul’s Board evaluation report,

following conclusion of the assessment process via Board video

conference call arranged for that purpose in January 2024.

Overview of key ﬁndings

The review concluded that a positive, engaged, collaborative and open dynamic was emerging amongst the relatively new Board with an

impressive range of skills and depth in international operating experience. The Chair was found to have a good working relationship with

the CEO and is appreciated by Board members who value his leadership and approachable, yet professional, style.

The Board considered all of the recommendations contained in the evaluation report and developed and executed an action plan

as detailed below:

Recommendations Status

As Mai Fyﬁeld decided not to seek re-election at the Annual General

Meeting for FY23, it was recommended that the Board source and

appoint a seasoned Remuneration Committee Chair with solid Plc

experience, who ideally has Audit Committee experience also.

Christine Cross, who has extensive Plc, Remuneration and Audit

Committee experience, was appointed as Independent Non-Executive

Director, Chair of the Remuneration Committee and member of the

Audit Committee on 16 April 2024.

It was suggested to narrow the number of agenda items to be

considered at Board meetings and instead do more deep dives into

strategic topics.

The Board agendas now include more deep dives into relevant ﬁnancial

and operational areas, where appropriate around the Board calendar

cycle.

It was recommended that the Nomination Committee take additional

responsibilities for broader people issues such as employee

engagement, staff morale and culture in addition to matters such as

succession planning. It was suggested to change the name of the

committee to the “Nomination and People Committee”.

The Nomination Committee already provided oversight of certain

additional people related matters, including Diversity, Equity &

Inclusion. However, the formal remit of the Nomination Committee

was extended to include the suggested people related matters,

withchanges to the Nomination Committee’s Terms of Reference

approved by the Board in July 2024. However, it was felt that this

didnot warrant a change of the Committee’s name, therefore the

Nomination Committee remains.

Subject to timing and logistical constraints, the new Non-Executive

Directors were encouraged to spend more time in the business to get

more hands-on experience of operations.

All Non-executive Directors had additional exposure to business

operations in FY24 to varying degrees which beneﬁtted them from

anoperational perspective, but also from an employee engagement

perspective as detailed on pages 24 and 88.

Review of the Chair

Natasja Laheij, who was appointed as Senior Independent Director following the conclusion of the Company’s Annual General Meeting on

7 February 2024, led an additional review of the Chair’s performance at the ﬁnancial period end. One to one interviews were held with each Board

member and the Company Secretary, where open and constructive dialogue was encouraged to discuss the Chair’s performance. The review

concluded that there is unanimous support for the Chair, noting that the Chair performs his role to a high standard. A number of strengths were

identiﬁed as well as key areas for focus during the year ahead.

FY25 evaluation

As an external evaluation of the Board was conducted in FY24, it is the Board’s intention to conduct an internal Board and Committees

assessment in FY25.

1 The arrangement with Heartland, whilst referred to as a joint venture throughout this report, will be accounted for as an associate, as detailed in note 30

of the Financial Statements.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Engagement with ASOSers

Our ASOSers are the people behind our brand. Our purpose is to give

people the conﬁdence to be whoever they want to be and we want to

empower our employees to do just that. The priorities of our ASOSers

are carefully considered as part of the Board’s decision-making.

The Board engages with our ASOSers and monitors culture in a variety

of ways:

During the period, Jørgen Lindemann continued to be our designated

Non-executive Director for employee engagement. However, it was

decided that more of our Non-executive Directors should have direct

interaction with our ASOSers. As such, our Meet the Board series

commenced in February 2024 where ASOSers are invited to hear

about our Non-Executive Directors’ experiences and listen to them

sharing their views on ASOS from a Board perspective. A signiﬁcant

proportion of the time is dedicated to Q&A sessions to encourage

two-way dialogue, to also hear ASOSers’ perspectives. Two Meet the

Board sessions were held in the second half of FY24 with William Barker

and Jose Manuel Guit

érrez and it is the intention to run these sessions

quarterly on a rotational basis.

Our CEO engages directly with our ASOSers through regular townhall

meetings and hosts CEO Coffee Chats where our ASOSers can sign up

and meet with him to discuss any matters that they feel are important.

Our new CFO, Dave Murray, hosted a ﬁreside chat with Natasja Laheij,

our Senior Independent Director and Audit Committee Chair, at a CFO

Townhall meeting. Natasja shared her insights of being a Senior Leader

in the Finance industry and ASOSers were invited to ask questions.

Several of our Directors conducted site visits outside of HQ in London,

as detailed on page 24. During site visits, our Directors receive a tour

and meet with our ASOSers to better understand the ways of working

and the culture at each location.

Through this direct engagement, our Board members are able to

witness ﬁrst-hand how our values are lived and embedded throughout

the Group, to assist the Board in monitoring and assessing culture.

Updates are provided to the Board following all engagement activities

to ensure ASOSers’ views are kept at the centre of the Group’s

decision-making.

The Board also receives feedback from the results of the employee

engagement survey, ASOS Vibe, which provides key insights into people

data and trends and levels of engagement, together with the areas of

focus for the forthcoming year.

For more information on engagement with our ASOSers, see page 24.

Corporate Governance Report

continued

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Shareholder engagement

The Board is committed to creating value for its shareholders and

takes its responsibility to maintain effective dialogue with investors

very seriously. The Company has a single share class in issue and all

shareholders beneﬁt from the same rights. The Board does not take

any decisions or actions, such as selectively disclosing conﬁdential

information, that would unfairly advantage any one shareholder or

group of shareholders over our wider shareholder base. The CEO

andCFO of the Company meet all major shareholders after interim

and full-year results while the Investor Relations team is in regular

contact with investors throughout the year.

During FY24 we engaged with investors on a range of topics including

Company performance against its strategy, its approach to ESG

issues, governance and Board composition, and Directors’

remuneration including the introduction of a new Value Creation

Planas explained in detail on pages 102 to 103.

The Investor Relations function is represented at the most senior level

in the business by the Chief of Staff and Strategy, with a seat on the

Company’s Management Committee. Steps have been taken to ensure

that full-year and other public announcements are as meaningful,

understandable, transparent and comparable as possible, with this

information also made available on the Company’s corporate website

asosplc.com.

Our Section 172 Companies Act Statement on page 22 details how

the views of our employees, shareholders and other stakeholders

have been considered and shared with the Board during the period.

Constructive use of the AGM

The AGM is the principal forum to meet, and engage in dialogue with,

allshareholders who wish to attend to enable the Board to hear their

views and enable shareholders to ask questions, although engagement

is possible at other times upon request. The most recent AGM was

heldon 7 February 2024 at our head ofﬁce in London. The Chair

andallother Directors with the exception of Mai Fyﬁeld (who did not

offer herself for re-election and stepped down from the Board at

theconclusion of the AGM) attended the AGM and were available

to answer shareholder questions. Shareholders were also given the

opportunity to ask questions to the Directors ahead of the meeting

viaemail. Shareholders voted on each resolution by way of a poll and

the results of voting were promptly published on our website asosplc.

com following the conclusion of the meeting.

Website and shareholder communications

Our website asosplc.com provides a range of corporate information on

our business, results and ﬁnancial performance, including copies of our

Annual Report and Accounts, announcements and presentations.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Nomination Committee Chair’s statement

I am pleased to present the Nomination Committee (“Committee”)

Report for the period ended 1 September 2024. This report should be

read in conjunction with the compliance report on page 80, which

shows how the Company has complied with the UK Corporate

Governance Code 2018 (the “Code”).

Board composition, expertise and succession planning

As reported in last year’s Annual Report and Accounts, we welcomed

William Barker to our Board as a Non-executive Director on

20 September 2023. William is not considered to be independent under

the Code due to his role as CEO and Founder of Camelot Capital

Partners LLC, a signiﬁcant shareholder of the Company. Despite this

deemed non-independence, the Committee and the Board felt that

William’s entrepreneurial background and retail experience would

beneﬁt our Board, noting that the Company would maintain a majority

of Independent Non-executive Directors on our Board in accordance

with the Code. The Committee noted that any potential conﬂict of

interest arising from William’s role as Director and signiﬁcant

shareholder would be managed appropriately.

Mai Fyﬁeld decided not to seek re-election as an Independent

Non-Executive Director at our Annual General Meeting (AGM) on

7 February 2024. On behalf of the Board, I would like to thank Mai for

her valuable contribution to the Company over her tenure and for her

support as Senior Independent Director, Chair of the Remuneration

Committee in the latter period of her role. We beneﬁtted greatly from

Mai’s experience and wish her all the best for future endeavours.

Nomination

Committee Report

Committee responsibilities

The Committee’s principal responsibilities are to:

• Monitor the structure, size and composition of the Board and its

Committees.

• Identify the balance of skills, knowledge, diversity and experience on

the Board and recommend new Board and/or Committee members

to the Board as appropriate.

• Review the time commitment and independence of the Non-

executive Directors, including potential conﬂicts of interest.

• Oversee talent and succession plans for Senior Leaders.

• Ensure that an appropriate and tailored induction is undertaken

byall new Board members.

• Review the results of the Board evaluation process.

• Review the Company’s policy on Diversity, Equity & Inclusion,

it’sobjectives and linkage to company strategy.

• Review employee engagement survey results and monitor

management’s action plan in response to surveys.

• Review the Company’s recruitment and talent management

andconsider how these drive the desired ASOS behaviours

andvalues.

Terms of Reference

The full Terms of Reference for the Nomination Committee are

available on our website, asosplc.com.

The Nomination Committee’s attendance at meetings is detailed

in the table on page 81.

Jørgen Lindemann Committee Chair

Members

William Barker

Wei Gao

Natasja Laheij

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

In preparation for Mai’s departure, the Committee evaluated the

balance of knowledge, skills and diversity on our Board, noting that

Maiwas Senior Independent Director, Chair of the Remuneration

Committee and a member of the Audit and Nomination Committees.

To support the succession planning process, a skills matrix is

maintained to ensure the Board has and maintains the requisite skills

and experience to support the delivery of the Company’s strategy

andobjectives.

Following a review of the Board’s skills matrix and the requirements

ofthe roles that Mai fulﬁlled, the Committee agreed that the role of

Senior Independent Director should be undertaken by an existing

Independent Non-executive Director who had knowledge of the

Company and the Board. The Committee recommended that Natasja

Laheij be appointed as Senior Independent Director, which was

approved by the Board and Natasja was appointed our Senior

Independent Director with effect from the conclusion of the AGM on

7 February 2024.

The Committee embarked on a search for a new Independent

Non-executive Director that had extensive Remuneration Committee

experience and who could Chair our Remuneration Committee.

TheCommittee assessed the key traits, experience and skillset that

candidates should have and True Search, an independent executive

search consultancy that has no connection with ASOS or any of its

Directors, was engaged during the period to assist us with our

recruitment.

Following a review of several diverse candidates from different

backgrounds, and a rigorous interview process with myself as Chair

and other Board members, I was delighted to welcome Christine Cross

to our Board as Independent Non-Executive Director, Remuneration

Committee Chair and member of the Audit Committee on 16 April

2024. Christine brings a wealth of public listed company and retail

experience to the Board and has served as Remuneration Committee

Chair on several public companies including Hilton Food Group plc and

Coca Cola Europaciﬁc Partners plc, and we are fortunate to have her

on our Board. The Committee deemed Christine as independent upon

appointment in accordance with the independence requirements cited

within the Code and conﬁrmed that she has the requisite time to

dedicate to her role.

In the interim period following the conclusion of the Company’s AGM to

Christine’s appointment, Marie Gulin-Merle agreed to take on the role

of Interim Remuneration Committee Chair, having served as a member

of the Remuneration Committee for over one year. I would like to thank

Marie for stepping up and devoting additional time to her role during

this period from 7 February 2024 to 16 April 2024.

As part of the Board succession planning process, the Committee took

the opportunity to evaluate memberships of the Board Committees

toensure the size of each Committee is appropriate and that each

Committee has the relevant skills, knowledge and diversity. As such,

the Committee recommended that William Barker and Natasja Laheij

join the Nomination Committee, alongside myself as Chair and Wei

Gao. Furthermore, the Committee recommended that Jose Manuel

Martínez Gutiérrez should join the Remuneration Committee alongside

Natasja Laheij and Marie Gulin-Merle. These changes were approved

bythe Board and the new constructs of the Committees became

effective on 7 February 2024.

Following an extensive search for a permanent Chief Financial Ofﬁcer

(CFO), Dave Murray was appointed as Executive Director and CFO with

effect from 29 April 2024. Dave has wide-ranging experience in the

retail sector, notably in senior ﬁnance positions in several major retail,

fashion and e-commerce businesses, which will make him a valuable

partner in the next phase of ASOS’ journey to becoming a faster, more

agile and more proﬁtable business. On behalf of the Board, I would like

to extend my thanks to Sean Glithero, who was instrumental in driving

change across the Company during his tenure as Interim CFO.

The Committee ensured that Christine and Dave both received full,

formal and tailored inductions, which included the opportunity to meet

senior colleagues across the business and our advisors, in addition

toreceiving comprehensive induction packs.

Following the recruitment of Dave Murray and Christine Cross, the

Committee is satisﬁed that the Board has appropriate diversity, with

the right balance of skills and experience to lead the Company through

this period of transformation. However, as always, we will continue

tomonitor the needs of the Board and will maintain our orderly

succession planning process for Directors as we move forward

intoFY25 and beyond.

At its ﬁnal meeting of the year, the Committee conducted a review

ofthe Non-Executive Directors’ time commitments, which took

accountof the number and nature of any external appointments.

TheCommittee was satisﬁed that all Non-executive Directors have the

requisite timeto carry out their role and ﬁduciary duties as Directors,

noting that any additional external appointments of Directors would

require approval by the Board.

The Committee was satisﬁed there were no conﬂicts of interest arising

from the Directors’ external commitments which could affect their

independence and judgement as Directors, aside from the known

potential conﬂict of interest arising from William Barker’s role as

founder and CEO of Camelot Capital Partners LLC, which would be

managed accordingly if and when any conﬂict may arise.

Senior Leaders’ succession planning and talent management

Below Board level, there was continued focus on Senior Leaders’

succession throughout FY24. The Committee reviewed succession

plans for the Management Committee members and their direct

reports to ensure the Company has the talent and leadership

capability required to execute the Company’s strategy going forward.

In parallel, the Committee reviewed the broader approach to talent

management, anchored in our Diversity, Equity & Inclusion principles.

Iam pleased to report that a new permanent Executive Vice President

of People Experience, Ras Vaghjiani, joined the Company in July 2024.

The Committee looks forward to working with Ras who will be

presenting plans for succession planning and talent management

tothe Committee in FY25.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Board and Committees’ evaluation

As reported in more detail on page 87, in early FY24 we concluded

anexternal Board evaluation process, which included a review of the

Nomination, Audit and Remuneration Committees. Mai Fyﬁeld, who

wasSenior Independent Director at the time, led the Board evaluation

process. The Board evaluation report was reviewed by the Nomination

Committee, together with the proposed actions, in the spirit of

continuous improvement.

In relation to the evaluation of the Committee itself, the ﬁndings

concluded that the activities of the Nomination Committee were

highlyrated. The external evaluator, Christopher Saul, suggested that

the Company should expand the remit of the Committee to include

review of broader people issues and to rename the Committee the

Nomination and People Committee. The Board agreed that the

Committee’s remit should be formally expanded to include review

ofemployee engagement surveys and talent management, and the

Committee’s Terms of Reference were updated to include these

additional matters. However, the Board felt that this could be

coveredby the Committee without changing the formal name

of the Committee.

Nomination Committee Report continued

Employee survey feedback

As part of the broadening of the Committee’s remit, the Committee

reviewed the results of the ASOS Vibe employee engagement survey.

The survey results provide focus areas for improvement which,

ifdelivered, will enable us to maintain a more engaged workforce

andwill ultimately improve retention rates.

The Committee was pleased to see higher response rates and

improved engagement scores vs the prior year, which is the Company’s

ambition each year.

The Committee was presented with management’s action plan as a

result of the feedback and will monitor progress against the action

plan over the forthcoming year. However, it was encouraging to see

that many actions from the plan had already been delivered and

communicated to ASOSers by the ﬁnancial period end.

Ethnic background as at 1 September 2024

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number of

Management

Committee

members

Percentage of

Management

Committee

White British or other White (including

minority-white groups)

 .%   .%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British  .%  .%

Black/African/Caribbean/Black British – – –  .%

Other ethnic group, including Arab – – – – –

Not speciﬁed/prefer not to say – – –  %

1 Data includes both Emma Whyte, General Counsel and Company Secretary (maternity leave) and Rishi Sharma, Interim General Counsel & Company Secretary.

Gender identity as at 1 September 2024

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number of

Management

Committee

members

Percentage of

Management

Committee

Men  .%   .%

Women  .%   .%

Other categories –––––

Not speciﬁed/prefer not to say – – – – –

Board and Management Committee diversity

Our gender identity and ethnic background data in accordance with Listing Rule 9.8.6(R)10 in the format set out in Listing Rule 9 Annex 2.1

is presented below. For this purpose, our Management Committee represents our Executive Management as deﬁned by Listing Rule 9.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

As at our ﬁnancial period end of 1 September 2024, the gender and

ethnicity balance across our Senior Leaders’ roles was:

Senior Management

Senior Leadership Roles

82% 11%

80% 12%

MaleFemale

Senior Management

55% 45%

Senior Leadership Roles

41% 59%

Ethnically Diverse

White

Not speciﬁed

1 Deﬁned as the Management Committee and their direct reports across 100

roles in accordance with the UK Corporate Governance Code 2018.

2 Deﬁned as “Head of” and above positions across 226 roles.

Further information on our approach to DEI can be found on pages 20

to 21 and 33.

Jørgen Lindemann

Nomination Committee Chair

5 November 2024

Diversity, Equity & Inclusion (DEI)

We recognise the importance of diversity across our organisation and

see it as a key driver of business success. We are committed to

creating an inclusive culture where our ASOSers reﬂect the diversity

of the customers we serve. We are passionate about creating an

environment where every ASOSer is given the opportunity to

contribute and use their talents, skills and experiences to help make

ASOS the number one online destination for fashion-loving

20-somethings.

As a Board, we expect this culture of diversity and inclusion to be clear

through setting the tone from the top, with the Board and

Management Committee championing our DEI strategies in support of

ASOS’ commitments.

Board diversity policy

We believe that a diverse Board, with a broad range of skills,

backgrounds, knowledge and experience, is essential to maintaining

Board effectiveness and competitive advantage. When making new

appointments to the Board, suitably qualiﬁed applicants from a diverse

pool will be considered with no restrictions on protected

characteristics such as age, gender, sexual orientation, religion, ethnic

background or other personal attributes. All appointments are made

on merit, taking into account suitability for the role, together with the

composition and balance of the Board, to ensure that the Board and its

Committees have the right mix of skills, experience, independence and

knowledge to perform effectively.

The Board supports the recommendations set out by the FTSE Women

Leaders Review and the Financial Conduct Authority on gender

diversity and the Parker Review on ethnic diversity and endeavours to

maintain a diverse and balanced Board.

When considering memberships of the Board’s Committees,

consideration is given to the diversity within each Committee in

addition to assessing the balance of skills and experience to leverage

different insights and perspectives. This beneﬁts decision-making

within the Committees and the Board as a whole and will, in turn,

beneﬁt the Company’s shareholders and other stakeholders.

We are pleased to report that we continued to meet the external

targets set by the FTSE Women Leaders Review, the Financial Conduct

Authority and the Parker Review throughout the period and as at the

date of this report.

Our approach to Board diversity sets the tone for DEI throughout the

business. We are committed to treating everyone the same,

encouraging our differences and aim for our ASOSers to reﬂect our

diverse customer base.

Internally, we deﬁne our senior leaders as those with “Head of” roles

and above (“Senior Leaders”), but we are conscious that the Code

deﬁnes senior management as the ﬁrst layer of management below

board level, in our case the Management Committee, and their direct

reports. Under the Code deﬁnition, which covers 100 roles, we have

55% female representation across senior management roles.

However, when using our broader internal Senior Leaders metric, which

covers our top 226 leaders, we have 41% female representation and

aspire to increase this. For transparency, we are reporting both

metrics. We are pleased that we have strong female leadership but

would like to see more females in our Senior Leader roles, to ensure we

have balanced gender diversity across broader deﬁnitions.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Sustainability

Committee Report

Committee responsibilities

The Committee’s principal responsibilities are to:

• Provide input and guidance to the Company’s FWI Strategy

including related targets and KPIs.

• Provide oversight of the execution of the FWI Strategy and monitor

progress against its targets and KPIs, including risk management.

• Provide oversight of the key policies and programmes required to

implement the FWI Strategy.

• Provide advice and direction to the Company’s management on

implementation of the FWI Strategy, the opportunities and risks to

the Company’s operations and reputation.

• Monitor how the Company’s FWI Strategy is communicated to all

stakeholders, and how it is received.

• Monitor changes to the sustainability regulatory landscape and

oversee how the Company is preparing to meet the requirements.

• Review the practices and initiatives of the Group relating to

sustainability matters to ensure they remain effective.

• Have oversight of the Company’s Modern Slavery Statement.

• Offer recommendations to the ASOS Plc Remuneration Committee

on sustainability-speciﬁc targets for executive remuneration

packages.

• Monitor the internal and external performance of the ASOS

Foundation and its partnerships.

Terms of Reference

The full Terms of Reference for the Sustainability Committee are

available on our website, asosplc.com.

The Sustainability Committee’s attendance at meetings is

detailed in the table on page 81.

Sustainability Committee Chair’s statement

I am pleased to present the Sustainability Committee (“Committee”)

Report for the period ended 1 September 2024.

The Nomination Committee, and thereafter the Board, reviewed the

memberships of all the Board’s Committees in February 2024. As a

result, we welcomed Marie Gulin-Merle as a member of the Committee

with effect from 7 February 2024.

Following a review of the Committee’s Terms of Reference in

September 2024, the Committee agreed that it was more appropriate

for the Committee to be renamed the Sustainability Committee given

the remit we have in our Terms of Reference.

As a Committee, we recognise the importance of sustainability to

ASOS, both in addressing current risks and in preparing ASOS for the

future. We are pleased to continue our engagement with the business

on this vital topic.

Focus during the year

Fashion with Integrity (FWI) Strategy

Our key focus as a Committee throughout FY24 has been supporting

the review of the FWI strategy by providing constructive challenge and

guidance to the FWI team.

I am delighted to have published our updated FWI Strategy alongside

this Annual Report. A summary can be found in the FWI section on

pages 28 to 33 and the full FWI Strategy Update is available on our

website www.asosplc.com.

The review of the strategy, as outlined in last year’s Committee

Report, has been carried out to ensure that we are remaining true to

the principles behind FWI, while also reporting using the most relevant

metrics and aligning to upcoming regulatory and legislative

requirements.

As part of this work, the Committee also oversaw an update to our

materiality assessment. This clearly identiﬁed the most relevant topics

for ASOS which will be addressed through the FWI Strategy.

I would like to commend the FWI team on their innovative thinking, hard

work, and efforts to review and update the strategy. I feel that the

updated strategy reﬂects a step forward on the previous iteration and

highlights the increased maturity on this topic within ASOS.

Anna Maria Rugarli Committee Chair

Members

Wei Gao

Marie Gulin-Merle

Jose Manuel Martínez Gutiérrez

Nick Robertson

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Reporting

Alongside the new strategy, on pages 28 to 33 we have provided an

update on our performance against the new targets and commitments

we have set. In the future we will be reporting against our FWI Strategy

in each Annual Report, rather than alongside our interim results as we

have done in recent years.

The Committee also reviewed our Modern Slavery Statement

(“Statement”) and recommended to the Board that the Statement be

approved, as this is a matter reserved for the Board.

Horizon scanning

Key to updating the FWI Strategy was reviewing upcoming

sustainability legislation to ensure ASOS is well-prepared to meet any

future requirements.

As part of our horizon scanning process, the Committee received

updates around upcoming changes in legislation around sustainability

issues and what this means for ASOS. We will continue to monitor

progress in this area.

Competition and Markets Authority investigation

We were pleased that the Competition and Markets Authority (CMA)

investigation into ASOS and other fashion retailers regarding the use

of environmental claims about fashion products closed in March 2024.

ASOS co-operated fully and openly with the CMA throughout its

investigation, and the Committee received updates in relation to the

ongoing investigation and draft undertakings at each Committee

meeting leading up to the closure of the investigation.

Following the conclusion of the investigation, the Committee has, and

will continue to, monitor our compliance with the agreed undertakings

and will monitor developments in this area across the industry.

Community

The Committee received updates on the ASOS Foundation (“The

Foundation”) from Nick Robertson, Non-Executive Director and Chair

of The Foundation, regarding the community work that The

Foundation’s partners have delivered throughout the period. The

Committee was also provided with an overview of The Foundation’s

employee engagement strategy and received fundraising updates to

keep up to date with internal and external engagement performance.

ASOS Long-Term Incentive Scheme

The FY22 ASOS Long-Term Incentive Scheme awards, with a vesting

date of 31 October 2024, included a performance measure in relation

to progress against the FWI Strategy set in FY22, which accounted for

15% of the maximum vesting. Following the period end, the Committee

reviewed performance against the strategy set in FY22 and provided a

recommendation to the Remuneration Committee that 10% of a

maximum 15% vest, taking into account the considerable progress

achieved with regards to ASOS’ governance and overall approach to

ESG. See page 103 for more details.

Key focus for the year ahead

The Committee’s key focus for the year ahead will be assessing and

monitoring performance against the updated FWI Strategy, as well as

monitoring evolving legislation relating to sustainability to ensure we

are prepared for upcoming changes to laws and regulations in this

area. I look forward to reporting against our revised FWI Strategy in

next year’s Annual Report.

Anna Maria Rugarli

Sustainability Committee Chair

5 November 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Audit Committee Report

Committee responsibilities

The Committee’s principal responsibilities are to:

• Monitor the integrity of the Group’s ﬁnancial statements in relation

to the Group’s ﬁnancial performance.

• Provide advice to the Board on whether the Annual Report is fair,

balanced and understandable.

• Review the Group’s accounting policies and signiﬁcant estimates and

judgements.

• Review the effectiveness of the external audit processes, including

monitoring the External Auditors’ independence, and report

external audit ﬁndings to the Board.

• Monitor and review the effectiveness of the Internal Audit function.

• Review the effectiveness of the Group’s internal controls, including

the process for the evaluation, assessment and management of risk.

• Oversee the Group’s whistleblowing, compliance, security and fraud

prevention procedures.

Terms of Reference

The full Terms of Reference for the Audit Committee are available

on our website, asosplc.com.

The Audit Committee’s attendance at meetings is detailed

in the table on page 81.

Audit Committee Chair’s statement

I am pleased to present the Audit Committee (“Committee”) Report

for the period ended 1 September 2024, which provides an overview of

the Committee’s role to support the Board with the oversight of the

ﬁnancial integrity of the Company’s reporting, the external audit

process, Internal Audit and internal controls and risk management

systems. This report should be read in conjunction with the compliance

report on page 80, which shows how the Company has complied with

the UK Corporate Governance Code (the “Code”) 2018.

Following the publication of the revised 2024 Code in January 2024, we

conducted an initial assessment of the new and amended provisions of

the Code that were relevant to the Audit Committee in February 2024

and then undertook a more detailed assessment in July 2024. Further

information on what we have been doing both as a Committee and as a

Company to be ready to report against the new provisions is detailed

below.

Following Mai Fyﬁeld’s decision to step down from the Board and as a

member of the Committee at the conclusion of the Annual General

Meeting on 7 February 2024, we welcomed Christine Cross as a

member of the Committee upon her appointment as Independent

Non-Executive Director on 16 April 2024. Christine has served on

several public listed company Audit Committees in the retail sector,

including Next plc and Kathmandu plc, and is a great addition to the

Committee. The Board is satisﬁed that I have the requisite recent and

relevant ﬁnancial experience to Chair the Committee and believes that

all Committee members have competence relevant to the sector in

which the Company operates. The biographies of the Committee

members can be found on pages 72 to 74.

On behalf of the Committee, I would like to thank Sean Glithero who

served as Interim CFO throughout a large proportion of the period

whilst the search for a permanent CFO was ongoing. Dave Murray

joined as our new CFO on 29 April 2024, and we look forward to working

closely with Dave going forward.

Natasja Laheij

Audit Committee Chair

5 November 2024

Natasja Laheij Committee Chair

Members

Christine Cross

Wei Gao

Jose Manuel Martínez Gutiérrez

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Committee activities

The Committee met four times during the period which is the usual

cadence of meetings. Attendance by Committee members can be seen

on page 81. Agendas are prepared in accordance with the annual

forward-looking agenda, which is prepared in conjunction with the CFO

and Company Secretarial team, to ensure the Committee’s duties are

fulﬁlled on a timely basis around the Group’s ﬁnancial reporting cycle.

Following each meeting, the Committee Chair reports to the Board on

the main discussion points of the Committee.

Although not members of the Committee, the Board Chair, CEO, CFO,

General Counsel & Company Secretary and Head of Internal Audit &

Risk are also invited to attend Committee meetings unless they have a

conﬂict of interest. Other ASOSers may be invited to attend for a

speciﬁc agenda item or items where relevant. The Group’s External

Auditor, PwC, is also invited to attend Committee meetings. The

Committee Chair and members regularly meet with both the External

and Head of Internal Audit and Risk in private. As is needed, the

Committee also receives advice from advisors on any tax or legal

issues which may arise.

Corporate Reform

As part of the Group’s preparation for upcoming Corporate Reforms,

including the provisions of the 2024 Code, the Committee continues to

maintain oversight of the evolving controls framework to ensure the

business is well-positioned to meet future regulatory requirements.

The ASOS Controls Programme (ACP) has been established to design,

implement, and embed a comprehensive controls framework aimed at

enhancing the Group’s control environment. In alignment with the

updated control reporting requirements introduced by the 2024 Code,

the ACP plays a central role in ensuring compliance and continuous

improvement. The programme is under the sponsorship of the CFO,

with the Committee receiving regular updates on progress, key

milestones, and strategic approaches to the framework’s

implementation.

A central focus of the ACP has been the identiﬁcation and deﬁnition of

material controls, ensuring that efforts are concentrated in the most

impactful areas. The Committee has reviewed and approved the

proposed framework, which is aligned with the Group’s existing Risk

Management approach (see pages 62 to 63). This integrated approach

supports the ongoing reﬁnement of the controls framework, enabling

ASOS to enhance governance and risk management processes while

maintaining the agility required to support business growth and

operational efﬁciency.

Fair, balanced and understandable

A key responsibility of the Committee is to advise the Board on

whether the Annual Report and Financial Statements are fair, balanced

and understandable, and whether they provide shareholders with the

information necessary to assess the Company’s ﬁnancial position,

performance, business model and strategy. In fulﬁlling this role, the

Committee ensures that disclosures are transparent and accurately

reﬂect the underlying data, while providing appropriate challenge to

management. Where necessary, updates are made to enhance clarity

and completeness. The External Auditor plays a vital role in this

process by conducting a statutory audit of the Group’s ﬁnancial

records in accordance with applicable accounting standards, laws, and

regulations.

The Committee’s activities in this regard included:

• Reviewing the processes and controls that support the preparation

of the Annual Report, with conﬁrmation that the reporting team and

Senior Leaders fully understood their roles and responsibilities.

• Receiving an advanced draft of the full Annual Report and providing

feedback, with amendments incorporated as required before ﬁnal

approval.

• Being presented with a summary of the key matters included in the

Annual Report, highlighting both positive and negative factors.

• Reviewing and discussing the key factors considered in determining

whether the Annual Report is fair, balanced and understandable.

The Committee recommended to the Board that the FY24 Annual

Report is fair, balanced and understandable while providing the

necessary information to assess the Company’s position and

performance, business model and strategy.

External Auditor

PwC continued as the Company’s External Auditor for FY24 following

re-appointment at the Company’s Annual General Meeting on

7 February 2024.

The Committee has primary responsibility for recommending the

re-appointment of the External Auditor to the Board before the

resolution is put to shareholders at the Company’s Annual General

Meeting. The Committee believes that it is in the best interest of its

shareholders for PwC to remain as External Auditor and therefore

recommends that PwC be re-appointed as Company auditors for

FY25.

External Audit effectiveness

The Committee oversees the relationship with the External Auditor

and reviews audit effectiveness. The audit scope, approach,

materiality and areas of focus are agreed well in advance of the audit

to align on expectations and timeframes.

A feedback session is held following each audit to discuss what went

well and to identify areas for continuous improvement to feed into the

next audit planning process.

The Committee assesses audit effectiveness through review of the

quality of the audit reports and ancillary documents provided by the

auditors, consideration to the opinions of the CFO and his senior

ﬁnance team and through collective views of the audit partner and his

team.

The Committee holds private sessions with PwC without management

present to discuss feedback from the audit. The Committee ensures

that the External Auditor has challenged management and received

the access it required to conduct an effective audit, and in a timely

manner. If PwC has any concerns about access to information, or the

information received, it would be reported to the Committee in order

for the Committee to fulﬁl its responsibilities.

The Committee Chair also meets with the audit partner, Neil Grimes,

privately and he is authorised to contact the Committee Chair at any

time if he wishes to raise any matters of concern.

Based on this collective analysis, the Committee is satisﬁed that PwC

had applied appropriate and robust focus and challenge throughout

the audit.

External Auditor independence and objectivity

The Committee is responsible for recommending to the Board the

appointment, re-appointment, remuneration and removal of the

External Auditor. When considering whether to recommend the

re-appointment of the External Auditor, the Committee considers a

range of factors, including the effectiveness of the external audit, the

period since the last audit tender was conducted, and the ongoing

independence and objectivity of the External Auditor. Before

commissioning non-audit services, the Committee must ensure that

there is no issue as regards to independence and objectivity of the

External Auditor.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

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ANNUAL REPORT AND ACCOUNTS 2024

Audit Committee Report continued

The Committee’s principal activities during the period included:

Financial reporting

Integrity of the ﬁnancial statements and formal announcements

• The Committee reviewed the Annual Report and Accounts, and supporting information, and concluded

that the Annual Report was fair, balanced and understandable as detailed above.

• Reviewed the full and half-year results announcements.

Signiﬁcant ﬁnancial and reporting matters

• Reviewed key accounting judgements and estimates applied in the preparation of the Group’s ﬁnancial

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

adjusted proﬁt before tax, and the assumptions/judgements included within management’s going

concern, viability, impairment and deferred tax recoverability reviews. More information can be found in

Signiﬁcant ﬁnancial reporting matters and judgements on pages 99 to 100.

Assumptions in support of going concern and viability assessments

• The Committee considered the viability and going concern statements and their underlying

assumptions.

• The Committee evaluated going concern over an 18-month period, which included a review of ﬁnancial

plans and assumptions, access to ﬁnancing and the challenging economic environment and the

adaptability of ﬁnancial plans.

• The Committee also considered the appropriateness of a three-year viability assessment period after

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

• More information can be found in the Long-term viability statement on pages 70 to 71, the Going

Concern statement on page 135, and the Signiﬁcant ﬁnancial reporting matters and judgements on

pages 99 to 100.

External Audit

• Reviewed and agreed the scope of the external audit process prior to commencement of the FY24 audit.

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

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

• Considered the external audit fees and terms of engagement.

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

Auditor.

Risk and internal controls

• Reviewed and provided oversight of the Group’s risk management and internal controls processes, and

processes for identifying the Group’s principal and emerging risks, to ensure that effective controls,

processes, assessments and mitigations were maintained.

• Monitored the Group’s Principal Risk Register and any movements, including those indicated through

bi-annual reviews of functional risk registers.

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

approval to the Board.

• Approved the Group’s new Enterprise Risk Management Policy to drive clarity of accountability and

responsibility for the oversight and management of risks between the Committee, Board and Senior

Leaders.

• Established the ASOS Controls Programme to address the activities required to develop ASOS’ control

environment framework.

• Received internal updates and assessed the additional requirements to ensure that ASOS can meet the

new provisions for internal controls.

• Received updates enhancements to the Group’s ﬁnancial controls.

• Received an update on the Group’s controls over operational and technology resilience.

• Received regular updates from the Cyber Security Leadership Team and EVP Technology on cyber

security controls, activities and incidents including reviewing security KPIs.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Internal Audit

• Monitored and reviewed the effectiveness and independence of the Internal Audit function.

• Reviewed Internal Audit reports and monitored the implementation of management’s remediation

actions.

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

• Approved the Internal Audit team’s Charter including its deﬁned purpose and authority within the

Group.

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

aligned to priorities under our Driving Change agenda, the Group’s risk proﬁle and evolving business

activities.

• Reviewed and approved the FY25 Internal Audit plan based on assessment of the Group’s key ﬁnancial,

operational and compliance risks, and strategic aims.

Other matters

• Considered matters relating to the Group’s reﬁnancing activities during the period.

• Received updates on current or threatened material litigation.

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

• Reviewed and approved the Group’s Treasury Policy.

• Received updates from the CFO on other ﬁnance matters.

• Received internal updates regarding the requirements of the new 2024 Code and the Minimum Standard

for Audit Committees.

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

whistleblowing matters.

• Received updates on the implementation of the Group’s Gifts & Hospitality Policy.

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

Signiﬁcant ﬁnancial reporting matters and judgements

Area of focus Actions taken

Going concern and viability

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

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

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

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

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

also considered the Group’s ﬁnancing facilities and compliance with the related liquidity covenant.

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

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

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

period of three years. For further information, see pages 70 to 71.

Inventory provisions

The Committee reviewed the inventory provisions for FY24, noting an increase compared to FY23. As of

1 September 2024, gross inventory totals £683.6m, against which an inventory provision of £163.3m has

been recognised, a signiﬁcant rise from FY23 (£124.4m). This increase is primarily driven by additional

stock write-downs recognised during the year as the Group accelerated the transition to its new

commercial model, which commenced in the previous ﬁnancial period.

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

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

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

new commercial model.

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

including management’s estimates on provisions, was appropriate.

Alternative performance

measures (APMs)

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

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

tax were reviewed by the Committee. The adjusted loss before tax this period was £(126.0)m, with a

reported loss before tax of £(379.3)m (2023: £(70.3)m and £(296.7)m) – the excluded items are detailed

within Note 3 of the ﬁnancial statements. The most signiﬁcant items relate to additional inventory

write-downs as the Group accelerated the transition to its new commercial model, as well as

impairment and other costs associated with the mothballing of the Group’s distribution centre in

Lichﬁeld.

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

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

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

derived from the ﬁnancial statements. The Committee ensured that clear, tailored explanations are

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

comparable line items in the ﬁnancial statements.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

100

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ANNUAL REPORT AND ACCOUNTS 2024

Signiﬁcant ﬁnancial reporting matters and judgements continued

Area of focus Actions taken

Impairment of non-ﬁnancial

assets

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

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

project. The Committee reviewed management’s assumptions and methodologies used to determine

the site’s recoverable amount, which was based on its value-in-use. Given the decision to mothball the

facility, the recoverable amount for Lichﬁeld was determined to be £nil, resulting in a speciﬁc

impairment and closure costs of £141.8m.

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

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

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

No further impairments were required following the wider review, and the Committee was satisﬁed with

the robustness of the impairment assessments and that appropriate disclosures had been made.

Recognition of deferred tax

assets

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

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

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

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

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

impairment assessments. As at 1 September 2024, the Group has recognised net deferred tax assets

of £62.5m, while an additional £52.3m of deferred tax assets related to losses were not recognised.

Audit Committee Report continued

External Auditor independence and objectivity (continued)

PwC has acted as the Group’s statutory External Auditor since 2008. A

competitive tender process took place in FY22, whereby it was concluded

that PwC would remain as the Company’s External Auditor. We will

conduct our next tender process by FY26 for the FY27 audit at the latest.

When considering the appropriate time to conduct an audit tender, the

Committee takes into account the beneﬁt of an incumbent ﬁrm with deep

knowledge of the Group’s operations enabling an efﬁcient and high-quality

audit, the independence and objectivity of the appointed auditor and audit

partner and the results of the assessment of audit effectiveness.

Neil Grimes was appointed as audit partner for FY22, following the former

audit partner rotating off and is considered by the Committee to have a

good understanding of the Group and acts with integrity.

PwC has reported to the Committee that, in its professional judgement, it

is independent within the meaning of regulatory and professional

requirements and the objectivity of the audit engagement partner and

audit staff is not impaired.

The Committee has assessed the independence and objectivity of the

External Auditor by considering, amongst other things, the length of

tenure of the audit ﬁrm and the audit partner, the value of non-audit fees

provided by the External Auditor and the relationship with the auditor as a

whole. It also considers the External Auditor’s own assessment of its

independence. The Committee is satisﬁed that PwC meets the required

standard of independence to safeguard the objectivity and integrity of

the audit.

The Committee conﬁrms that the Company is in compliance with the

requirements of the Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of Competitive Tender Processes

and Audit Responsibilities) Order 2014 for FY24.

Non-audit services provided by the External Auditor

Any non-audit services provided must be in accordance with the Group’s

Non-Audit Services Policy, which states that:

• the CFO has pre-approved authority to commission the External

Auditor to undertake non-audit work for a speciﬁc project expected

to be less than £50,000;

• non-audit services expected to be between £50,000 and £250,000

must be approved by the Committee Chair; and

• non-audit services expected to be over £250,000 must be approved by

the Committee Chair and one other Committee member before being

carried out.

Before commissioning non-audit services, the Committee must ensure

that there is no issue as regards to independence and objectivity and

other potential providers are adequately considered. PwC may only

provide such services if the service does not conﬂict with their statutory

responsibilities and ethical guidance. When reviewing requests for

permitted non-audit services, consideration is given to whether the skills

and experience make the External Auditor the most suitable supplier of

the non-audit service, taking into account independence or objectivity,

and the fee to be incurred for non-audit services, both for individual

non-audit services and in aggregate, relative to the Group audit fee.

The fees paid to PwC for the ﬁnancial period to 1 September 2024 were

£2.6m (2023: £1.6m). This included £1.6m for External Audit services. The

Committee reviewed and discussed the fee proposal and was engaged in

agreeing the audit scope.

In FY24, PwC provided non-audit services of £0.2m for its work on the

half-year review of our interim results and £0.8m for its work on the sale of

the Topshop and Topman brands (further details can be found on pages 16,

86 and 179). The total fees for non-audit services represented 38% of the

Group audit fee payable to PwC during the period.

The Committee agreed that the non-audit services provided during the

ﬁnancial period should be provided by PwC due to their in-depth

knowledge of the business and is therefore an efﬁcient means of receiving

non-audit services. We note the required cap on permitted non-audit fees

in any given year relative to the average statutory audit fee from the

previous three years under the FRC Revised Ethical Standards (2019)

(“Ethical Standards”). As the requirement does not apply until the fourth

year of achieving Public Interest Entity status, it is not applicable for ASOS

until FY25, however we report against this each year for prudence. We will

continue to keep the level of non-audit fees relative to audit fees under

review to ensure we meet the requirements of the Ethical Standards.

Employment of former External Auditors

Any employment of former employees of External Auditors would be

considered on a case-by-case basis and would take into account the

Auditing Practices Board’s Ethical Standards on such appointments. Any

such appointments would require approval from the CFO, the Committee

or the Board depending on the seniority of the appointment.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

101

Internal Audit

The Internal Audit team supports the Board and Committee by providing

independent assurance over the adequacy and effectiveness of the

Group’s risk management and internal control framework. The Committee

reviews and approves Internal Audit Plan of work for each ﬁnancial period

and monitors progress against it in each meeting. The plan is based on

Internal Audit’s assessment of the Group’s key ﬁnancial, operational,

compliance and technological risks to delivering its strategy. During the

period, the Committee reviewed and approved changes to the plan to

ensure this remained aligned to the Group’s strategic priorities, changes

in the Group’s risk proﬁle and evolving business activities.

The internal audits completed for FY24 were: a) Key Return & Refund

Controls; b) Barnsley Warehouse Management System – General IT

Controls; c) Payroll Phase 2 – International Payrolls and UK Payroll Controls

Operating Effectiveness; d) Treasury Key Controls; e) Third-Party Risk

Management: Key On-going Monitoring Controls; f) Data Privacy &

Security: Data Access, Consent & Apps; and g) FWI Strategy & Reporting.

Reports outlining ﬁndings on risk management systems and controls in

these areas and agreed remediation actions needed to address gaps

were shared with the relevant Management Committee member following

each internal audit. Management Committee members and other Senior

Leaders retain accountability for timely action completion. Full reports

were also shared with the Committee Chair and key members of the

Management Committee including the CEO, CFO and General Counsel

and Company Secretary. Summaries of the latest reports published and

the results of monitoring action closure are shared with all Committee

members in quarterly meetings.

During the period the Committee reviewed the effectiveness of the

Internal Audit team with reference to a self-assessment, actions from

ongoing continual improvement processes, and feedback provided by

Senior Leaders and Committee members. The Committee considers that

the Internal Audit team remains effective and has appropriate levels of

quality, experience and expertise needed.

Risk management and internal controls

The Committee is responsible for the ongoing review of the Group’s risk

management and internal controls framework, including for matters

relating to ﬁnancial reporting, such as for the:

• Identiﬁcation, assessment, management and mitigation of the Group’s

principal and emerging risks;

• Oversight of the preparation of the Group’s accounts;

• Monitoring of the implementation of key Group policies; and

• Oversight of the investigation of whistleblowing matters.

The Committee regularly reviews and assesses business risks, reviews

assurance over related internal controls and considers how these risks

may affect the achievement of strategy and the Group’s external

reporting.

Management Committee members and other Senior Leaders are

responsible for the day-to-day implementation of internal controls for

managing risks and for ensuring sufﬁcient assurance is obtained over the

effectiveness of controls. The Group’s risk management process is

sponsored by the CFO and co-ordinated with support of the Head of

Internal Audit & Risk, to maintain the right level of control throughout the

Group aligned to risk appetite. Further details on the Group’s risk

management approach are provided on pages 62 to 63.

Key elements of the Group’s internal controls framework in relation to risk

management and ﬁnancial reporting include:

• Established organisational structures and reporting lines to provide

clarity of accountability and responsibility for decision-making,

facilitate effective governance and enable effective decision-making.

Further details on governance structures are provided on pages 35 to

36 and 82 to 83.

• Key policies, procedures and guidelines that underpin the Group’s

ﬁnancial, operational and compliance activities such as for Delegation

of Authority, Whistleblowing, Anti-Bribery and Corruption, Anti-

Facilitation of Tax Evasion, and Anti-Fraud. The Committee also reviews

a quarterly summary of whistleblowing reports and outcomes.

• Standards, processes, controls and frameworks to embed and ensure

compliance with requirements, and to manage key risks.

• Compliance monitoring activities such as those through central

functions including Finance, Risk Management, Legal, Compliance,

People Experience, Technology, Data Privacy, Tax, Treasury, Company

Secretarial, Health and Safety and Security.

• Ongoing Committee review of the scope and results of the Internal

Audit team’s work across the Group and monitoring of management’s

implementation of related remedial actions.

• Regular discussion of the Group’s principal and emerging risks, including

changes to risk exposures during the period, and changes to mitigating

controls and actions.

• Robust budgeting and forecasting processes including board discussion

and approval of strategy, objectives, annual planning processes and

budgets.

• Regular monitoring of developments and changes in accounting

standards, other requirements including best practices in ﬁnancial

reporting and reﬂecting these in the Group’s ﬁnancial statements

where appropriate. These include recommendations from the External

Auditor and the Financial Reporting Council.

• The Committee and the Board review the draft Annual Report and

Accounts and receive reports from management and the External

Auditor on signiﬁcant accounting judgements and estimates, changes in

accounting policies and any other signiﬁcant matters relating to

Group’s ﬁnancial reporting.

Based on their activities, the Committee recommended to the Board that

they conﬁrm the Group’s internal controls and risk management systems

have been effective in the period and up to the date on which these

ﬁnancial statements were approved. The Board has conﬁrmed this within

the Statement of directors’ responsibilities in respect of the ﬁnancial

statements on page 120.

Our business Risk Registers are formally reviewed every six months to

ensure that all existing risks are captured and their potential likelihood and

impact are understood. The process also identiﬁes mitigating factors,

controls and any further actions needed to manage the risks and

considers emerging risks that require monitoring. Progress with mitigation

and key themes identiﬁed are reported to responsible Management

Committee members. The reviews also feed into a robust assessment of

the Group’s principal and emerging risks by the Management Committee,

the Audit Committee and the Board.

Whistleblowing

The Whistleblowing Policy, which was reviewed and re-approved by the

Committee during the period, outlines how concerns about suspected

wrongdoing (ﬁnancial or otherwise) can be reported. The Company uses

an external independent, conﬁdential anonymous whistleblowing tool

(Spot) as one route to collect reports. Employees can raise their concerns

or issues they suspect via the portal or by directly contacting one of the

six nominated Whistleblowing Ofﬁcers. Any matters reported are

investigated by a Whistleblowing Ofﬁcer and escalated to the Committee

as appropriate and guided by the Whistleblowing Policy. Reporting on the

nature and, where appropriate, content of reports received during the

quarter are provided to the Committee at each meeting alongside

updates on related group training and communications.

Cyber security

The Committee receives quarterly updates from the Cyber Security

Leadership Team on emerging cyber threats, risk and security incidents

and progress against the security strategy, including management KPIs.

Anti-bribery and corruption

The Group has a zero-tolerance approach to bribery and corruption and is

committed to conducting business in an ethical and honest manner. All

ASOSers are expected to act professionally, fairly and with integrity in all

business dealings and relationships in all parts of the world. Anti-bribery

and corruption training is provided to new starters and refreshed

annually. This ensures all ASOSers are aware of their responsibilities and

forms part of the wider systems and controls we have implemented and

enforce to prevent bribery.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

102

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Directors’

Remuneration Report

Remuneration

Committee

Chair’s statement

Committee’s responsibilities

The Committee’s principal responsibilities are to:

• Determine and recommend to the Board the Group’s overall

Remuneration Policy and monitor the ongoing effectiveness

of that Policy.

• Determine and recommend to the Board the remuneration of

Executive Directors, the Chair and the other members of the

Management Committee.

• Monitor, review and approve the levels and structure of

remuneration for other Senior Leaders and employees.

• Determine the headline targets for any performance-related bonus

or pay schemes.

• Determine speciﬁc targets and objectives for any performance-

related bonus or pay schemes for the Executive Directors and the

other members of the Management Committee.

• Review and approve any material termination payment.

• Review how employee incentives support the Company’s culture,

values and desired behaviours.

• Ensure effective engagement with the Company’s stakeholders

inrelation to remuneration policies and practices.

• Review the Company’s retirement beneﬁt schemes.

Terms of Reference

The full Terms of Reference for the Remuneration Committee

areavailable on our website, asosplc.com.

The Remuneration Committee’s attendance at meetings

isdetailed in the table on page 81.

Dear shareholder

On behalf of the Board, I am pleased to present the Remuneration

Committee’s report for the period to 1 September 2024. This report should

be read in conjunction with the compliance report on page 80, which shows

how the Company has complied with the UK Corporate Governance Code

(the “Code”) 2018.

I took over as Chair of the Committee upon my appointment to the

Boardon 16 April 2024. I would like to thank Mai Fyﬁeld for her valuable

contribution as Committee Chair since the beginning of 2023 until she

stepped down from the Board on 7 February 2024. Marie Gulin-Merle

heldthe role of Interim Committee Chair from 7 February 2024 until my

appointment, therefore Iwould also like to extend my thanks to Marie for

her support during the transition.

Given that ASOS is in a period of transformation, following my

appointment to the Committee, we believed it to be appropriate to review

the Policy to ensure it aligns to our Back to Fashion strategy. Therefore,

inthe latter half of FY24 we appointed new advisors, FIT Remuneration

Consultants LLP, and together carried out a full review of the

remuneration framework, including consultation with management and

anumber of our largest shareholders together with the principal proxy

advisory ﬁrms.

Directors’ Remuneration Policy

In reviewing the Directors’ Remuneration Policy (the “Policy”), we

considered a range of approaches and concluded that, for FY25, our

ASOS Long Term Incentive Scheme (ALTIS) should be replaced with a

rather more geared incentive to further align Executive Directors and

Senior Leaders with the Company’s ambitious growth plans. The

introduction of a Value Creation Plan (VCP) was proposed to incentivise

our Senior Leaders to deliver exceptional value for shareholders through

substantial growth in the Company’s share price. The Committee ﬁrmly

believes that an incentive structure linked to share price growth and

long-term value creation is right for us at this time. We were delighted

that the new VCP was approved by shareholders at a General Meeting of

the Company held on 20 August 2024 with 91.82% of those who voted

being in favour.

To enable the VCP to operate as intended, the dilution limits under ALTIS,

ASOS Plc Deferred Bonus Plan and ASOS Plc Sharesave Plan schemes were

updated to set a new 10% in 10-year dilution limit. Further information on

the VCP and associated updates to the Policy and our share scheme rules

can be found in the Notice of General Meeting dated 2 August 2024, which

is available to download on asosplc.com/investors.

Christine Cross Committee Chair

Members

Marie Gulin-Merle

Natasja Laheij

Jose Manuel Martínez Gutiérrez

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

103

Our Annual Report on Remuneration sets out the updated Policy which has

been put into practice since its approval.

Activities during the period and up to the date of this report

• Considered the alignment of executive remuneration with the strategy

of ASOS and the effectiveness of the Policy, including a review of

alternative structures.

• Consulted with our largest shareholders regarding the proposed

introduction of the VCP and associated adoption of a new Policy.

• Reviewed and conﬁrmed the outcomes of the FY24 annual bonus and

the FY22 three-year ASOS Long Term Incentive Scheme (ALTIS) awards

for Executive Directors and senior management.

• Reviewed and approved Executive Director and other Senior Leader

pay and beneﬁts during FY24, in the context of their performance,

Company performance, stakeholder and shareholder experiences.

• Set performance measures for the FY25 annual bonus for the Chief

Executive Ofﬁcer (CEO) and senior management, in line with our Policy.

• Considered the treatment of the impact of corporate activity and

ﬁnancing activity on reward schemes.

• Reviewed and approved changes to the structure of incentives below

Board.

• Considered the relationship between executive pay and wider

workforce pay, and reviewed gender and ethnicity pay gap data.

• Considered corporate governance developments and market practice

relating to executive and wider workforce pay.

• Engaged with employee representatives on executive pay and pay

across the wider workforce.

Board Changes

In addition to the Board changes set out in the introduction paragraph of

this report, William Barker was appointed as Non-Executive Director on

20 September 2023 and Dave Murray was appointed as Executive Director

and Chief Financial Ofﬁcer (CFO) of the Company on 29 April 2024.

Executive Directors’ remuneration is in line with the Policy. Current

Non-executive Director fee levels are shown on page 108.

Remuneration outcomes for the period ended 1 September 2024

Below sets out the performance outcomes of our FY24 annual bonus and

FY22 ALTIS.

FY24 annual bonus

The measures for the annual bonus for FY24 were based on 75% Financial,

adjusted earnings before interest, tax, depreciation, amortisation

(AEBITDA less capex) and 25% Strategic (closing stock, adjusted gross

margin and cost to serve - each with an equal 33% weighting) measures.

Regarding Financial measures, the achievement was between Threshold

and Target. On the Strategic measure, adjusted gross margin was below

threshold, stock was at or above maximum and cost to serve was between

Target and Maximum. This resulted in 50.47% of base salary (33.64% of

potential) earnings in bonus for our Executive Directors. José Antonio

Ramos Calamonte’s bonus was calculated using his salary from

4 September 2023 to 30 November 2023 and then his uplifted salary from

1 December 2023 to period end. Dave Murray‘s bonus was calculated using

his salary from his start date.

FY22 ALTIS

The FY22 ALTIS was based on Revenue Growth (30%), EPS Growth (30%),

Relative TSR (25%) and ESG (15%) over the three-year period to

1 September 2024. The Sustainability Committee assessed the level of

progress towards ESG targets set in FY22 in line with the FY22 ALTIS ESG

performance measure. The Sustainability Committee agreed that, as there

has been a signiﬁcant shift in the operating context and new sustainability

regulations since setting the targets in FY22, it was deemed appropriate to

exercise some discretion on the overall vesting level for the FY22 ALTIS

relating to ESG. The Sustainability Committee therefore recommended

that 10% of a maximum 15% vest, taking into account the considerable

progress achieved with regards to ASOS’ governance and overall approach

to ESG, which was approved by the Remuneration Committee. There was nil

vesting for Revenue Growth, EPS Growth and Relative TSR. Overall vesting

level for the FY22 ALTIS was 10%.

Remuneration in FY25

Salary

When determining the salary increase for our CEO and CFO, we

considered the below factors:

• Market benchmark data

• General experience and skills/expertise of position holder

• Time in role

• Performance in role

• Company budget for salary review

• Company affordability

Based on the above factors, we decided to align the increase in salary of

our CEO to the wider workforce, effective 1 December 2024. The salary

for our CFO will remain unchanged.

Annual bonus

The maximum opportunity remains at 150% of base salary under the

Policy. The Committee reviewed the performance measures and

determined that for FY25 the bonus would include a single ﬁnancial

measure (weighting 75%): Adjusted earnings before interest, tax,

depreciation, amortisation (AEBITDA) less FY25 bonus payments, capital

expenditure (Capex) and leases. This measure of performance has been

chosen because it is a good proxy for operational cash, and is what

management will be focused on delivering for the year ahead. The

remaining 25% will be measured against targets for adjusted gross

margin, cost to serve and average stock cover (each with an equal 33%

weighting). These strategic measures were carefully chosen to ensure

that they are aligned to our most critical business priorities for FY25 which

are in turn pivotal to continue to turnaround the business .

Financial and strategic performance measures alone comprise the annual

bonus measures for our CEO and CFO. In cascading performance

management measures throughout the wider workforce, including our

Senior Leaders, personal objectives will be added. Our focus on

sustainability is paramount, where our FWI Strategy shares our long-term

commitment across the areas of Planet, Product, and People. While these

targets have longer-term timelines for achievement, there is a short-term

focus in delivering change through employee objectives via our performance

management process which ties directly to individual bonus payout for

eligible ASOSers. Therefore, the Remuneration Committee agreed that,

where relevant to the role, FY25 employee objectives will include an element

of ESG metrics based on our FWI strategy.

VCP

Consistent with the new Policy approved by shareholders, awards will be

made to participants, including Executive Directors, in Q1 of FY25.

The VCP is a highly geared one-off incentive arrangement over the period

comprising FY25 to FY30. Recipients under the VCP will not receive further

ALTIS performance share awards for the life of the Policy with the next

grant of ALTIS (if any) to Senior Leaders anticipated to be in 2027 (i.e. after

three years). The VCP is designed to reward these Senior Leaders for their

contribution to the growth in value of the Company. The plan is designed to

have no value unless management deliver signiﬁcant outperformance and

value for stakeholders. José Antonio Ramos Calamonte is to be awarded a

15% allocation of the pool equal to 5.5% of the growth in share price value

over £6.70, while Dave Murray is assigned an 8% allocation.

During the period, the Committee reviewed the remuneration framework

for the population below Board. The Committee therefore reviewed the

ALTIS participation across its eligible population and made adjustments

to continue to cascade the importance of shareholder value creation and

share price growth. Below Executive Director level and down to Director

level, VCP awards will be granted with participants assigned varying

Remuneration Committee-approved allocation percentages. For further

information on the VCP, see page 106.

Wider workforce remuneration

Whilst not formally accredited, ASOS is formally committed to being

a Real Living Wage employer and the Committee receives updates from

management to ensure we continue to honour this commitment. During

the period, our Chair, Jørgen Lindemann, held a dedicated session with our

employee engagement network, the ASOS Voices Network. The session

covered both executive remuneration and wider employee remuneration

matters, including outlining the structure and different elements of an

Executive Director’s remuneration package including the Remuneration

Policy for Executive Directors. ASOSers were given the opportunity to ask

questions directly to our Chair and engaged in two-way dialogue.

Shareholder engagement

During FY24 we engaged with major shareholders on Directors’

remuneration including the introduction of the VCP. On behalf of the

Committee, I would like to thank shareholders for their consideration,

andapproval of, the VCP. The Committee looks forward to engaging with

investors over the year ahead as we consider our future remuneration

approach, designed to motivate and align the interests of shareholders

and management.

Christine Cross

Remuneration Committee Chair

5 November 2024

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

104

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Annual Report

onRemuneration

Summary of FY24 implementation of Remuneration Policy

ASOS Plc listed on the Main Market of the London Stock Exchange in February 2022 and submitted a Remuneration Policy (the “Policy”) for binding

shareholder approval for the ﬁrst time at the 2023 AGM. The Policy was subsequently amended in August 2024 to accommodate the introduction

of a new Value Creation Plan and to make minor updates to the malus and clawback provisions. In line with the regulations, the approved Policy

forASOS’ Executive and Non-executive Directors will operate for up to the three years.

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

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

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

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

Main elements of the Directors’ Remuneration Policy table

Base salary

Purpose and

link to strategy

Operation Maximum

Reﬂects an

individual’s

responsibilities,

experience and

performance in

their role.

Salaries are reviewed annually, with changes being

effective from 1 December. When determining salary levels,

the Committee takes into account factors including:

• Responsibilities, abilities, experience and performance of

an individual.

• The performance of the individual in the period since the

last review.

• The Group’s salary and pay structures and general

workforce salary increases.

Periodically the Committee reviews market data for

FTSE-listed and other retail and internet/technology-

based companies to ensure salaries remain appropriate in

this context.

There is no deﬁned maximum base salary. Executive

Directors’ salary increases will normally be in line with the

typical level of increase awarded to other employees.

Increases may be above this level in certain circumstances,

including:

• Where a new Executive Director has been appointed to

the Board at a lower than typical market salary to allow

for growth in the role.

• Where an Executive Director has been promoted or has

had a change in responsibilities.

• Where there has been a signiﬁcant change in market

practice.

• Other exceptional circumstances.

Pension

Purpose and

link to strategy

Operation Maximum

To contribute

ﬁnancially post

retirement.

Deﬁned contribution arrangement or salary supplement.

Only base salary is pensionable. ASOS’ contribution

depends on the employee’s seniority and may be matched

to the level of contributions the employee chooses to make.

Contribution aligned to the wider workforce, which is

currently 5% of base salary.

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

105

Other beneﬁts

Purpose and

link to strategy

Operation Maximum

To support the

personal health

and wellbeing of

employees. To

reﬂect and

support ASOS

culture.

A package of taxable beneﬁts offered through our ﬂexible

beneﬁts scheme, ASOS Extras, which offers all employees a

ﬁxed value depending upon their seniority, and can be used

either to buy a variety of beneﬁts or be taken in cash.

Other beneﬁts include private medical insurance and life

assurance. Executive Directors currently receive a ﬂexible

beneﬁts allowance of £12,500 per annum (though this may

be increased as part of any review of the employee beneﬁts

policy).

Reasonably incurred expenses will be reimbursed.

Where necessary any beneﬁts or expenses may be grossed

up for taxes.

The Committee may introduce other beneﬁts to Executive

Directors if this is considered appropriate taking into

account the individual’s circumstances, the nature of the

role and practice for the wider workforce.

Where an Executive Director is required to relocate to

perform their role, appropriate one-off or ongoing beneﬁts

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

There is no maximum level of beneﬁts.

Annual Bonus

Purpose and

link to strategy

Operation Maximum Measures

Provides a link

between

remuneration

and both

short-term

Group and

individual

performance.

Annual bonus

deferral

encourages the

delivery of

sustainable,

longer-term

performance

and strengthens

the alignment of

Executive

Directors with

shareholders’

interests.

The annual bonus is earned based on performance

against targets set by the Committee. Targets

are reviewed annually. Bonus payments are not

pensionable. The Committee will retain the

discretion to adjust bonus payouts if it considers

that the outcome does not reﬂect the underlying

performance of the business or participants

during the year, including the Company’s

performance against set metrics, or that the

payout is not appropriate in the context of

circumstances that were unexpected or

unforeseen when the targets were set.

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

salary will be paid in cash. Any further bonus

earned above this value will normally be delivered

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

three years.

Malus provisions apply to the unvested deferred

bonus shares. Clawback applies to vested deferred

bonus shares for a period of three years from the

date of award.

The Committee may decide to pay the entire

bonus in cash where the amount to be deferred

into shares would, in the opinion of the Committee,

be so small it is administratively burdensome to

apply deferral.

Maximum annual

bonus

opportunity of

150% of base

salary.

The annual bonus is normally measured over a

ﬁnancial year (“FY”) period and may be based

on a mix of ﬁnancial, operational, strategic and

individual performance measures.

Normally at least 50% of the bonus will be based

on ﬁnancial measures. The Committee

determines the exact metrics each year

depending on the key goals for the forthcoming

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

a threshold level of performance and the full

bonus is paid for delivering stretching levels of

performance. Below threshold performance,

nopayment is made. The Committee sets

bonustargets each year to ensure they

areappropriately stretching in the context

of the strategy.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

106

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Value Creation Plan (VCP)

Purpose and

link to strategy

Operation Maximum Measures

Supports the

strategy and

business plan by

incentivising and

retaining the

ASOS senior

management

team in a way

that is aligned

with both ASOS’

long-term

ﬁnancial

performance

and the interests

of shareholders.

Under the VCP, Executive Directors have the

opportunity to share in a pool (to be shared

amongst VCP participants) with a total aggregate

value equal to 5.5% of the growth in the value of

the Company above a reference threshold value of

£6.70 per share, being approximately two times

the ASOS share price when the Committee initially

considered the design for the VCP.

Awards to Executive Directors will vest in two equal

tranches (each in respect of 50% of the relevant

individual’s allocation) on each of the 4th and 5th

anniversary of the date of the 2024 EGM.

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

option, where a participant can decide on

quarterly exercise dates to exercise their VCP

award and receive ordinary shares in the Company

using the prior average 90-day closing share price

at or shortly prior to such exercise. Once the

results for the ﬁnancial year ending 31 August

2029 (“FY29”) become available, there will also be

a share price underpin if certain Group free cash

ﬂow (“FCF”) targets are met:

The maximum

allocation that a

participant may

receive will be

limited to 15% of

the total value of

the VCP pool.

There is no

maximum level on

the value of the

pool.

VCP awards may vest based on value created in

terms by reference to increase in the ASOS share

price above the threshold value.

An underpin will also apply such that the pool will

be calculated using the higher of the share price

and the price derived by reference to the FCF for

FY29. See the table below.

FCF for FY29* Implied share price for purpose of

calculating value of the VCP pool*

£135m £13.00

£180m £15.00

£215m £18.00

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

andabove £215m. Malus and clawback provisions apply to VCP awards.

Share ownership guidelines

Purpose and

link to strategy

Operation Maximum

Increases

alignment

between the

Board and

shareholders.

Shows a clear

commitment by

all Executive

Directors to

creating value

for

shareholders in

the long term.

The shareholding guideline for Executive Directors is200%

of salary.

Under the guidelines Executive Directors are expected to

hold 50% of any shares acquired on vesting of the VCP,

ALTIS or the Deferred Bonus Plan, and any subsequent

share awards thereafter (net of tax), untilthe expected

shareholdings are achieved.

A post-employment shareholding guideline applies whereby

Executive Directors are expected to hold 100% of their

in-employment shareholding guideline for one year following

stepping down from the Board, reducing to 50% of their

in-employment shareholding guideline for the second year

following stepping down from theBoard.

Where an Executive Director’s shareholding at the time of

their departure is below these limits, they will normally be

expected to hold their actual shareholding for the time

period above. This guideline only applies to incentive awards

granted from FY23 onwards.

Not applicable.

Annual Report on Remuneration continued

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

107

Implementation of the Policy for FY25:

The Policy is being implemented in FY25 as follows:

• Base salary: The CEO’s salary will increase in line with the average salary increase of the wider workforce, effective 1 December 2024. The

CFO’s salary will remain unchanged.

• Annual bonus: The annual bonus opportunity remains at 150% of salary with the opportunity linked to a single ﬁnancial measure (weighting 75%):

AEBITDA less FY25 bonus payments, capital expenditure (Capex) and leases. The remaining 25% will be measured against strategic targets - adjusted

gross margin, cost to serve and average stock cover (each with an equal 33% weighting). The targets themselves are considered commercially

sensitive and will be included in next year’s report.

• Pension and beneﬁts: No material changes are envisaged.

• VCP: the awards as approved by shareholders at the meeting on 20 August 2024 are expected to be granted shortly following the

announcement of results for FY24.

Voting at General Meetings

The table below sets out the voting outcome on the Directors’ Remuneration Report at the FY23 AGM held on 7 February 2024:

Votes for Votes against Votes withheld (abstentions)

Directors’ Remuneration Report 87,741,181

99.80%

179,055

0.20%

52,481

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

Votes for Votes against Votes withheld (abstentions)

Directors’ Remuneration Policy 62,589,667

91.81%

5,581,166

8.19%

12,558

Provision 40 disclosures

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

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

Clarity

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

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

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

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

implementation of our strategy and executive remuneration.

Simplicity

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

tostakeholders.

Predictability

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

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

speciﬁc measures.

Proportionality

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

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

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

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

Risk

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

behavioural risks. The Committee has the discretion to apply malus and clawback in certain circumstances,

including in the event of any behavioural risks.

Alignment to

culture

The Committee ensures that the performance measures for the annual bonus and the long term incentive schemes’

design support the Group’s purpose, strategy and culture.

Implementation of the Policy for FY24

Details of how the Policy has been applied in the ﬁnancial period to 1 September 2024 are set out on pages 108 to 115 below. The Committee

considers that the applicable Policy operated as intended in the period. Certain information within this section has been audited and is highlighted

as such.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

108

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Annual Report on Remuneration continued

Directors’ remuneration table (audited)

The remuneration of the Directors for the ﬁnancial period to 1 September 2024 and the ﬁnancial period to 3 September 2023 is set out in the

tables below.

Executive Director

Base salary

Beneﬁts

Pensions

Total ﬁxed

Bonus

LTIP

Total variable

Total

remuneration

José Antonio Ramos

Calamonte

2024

£716,436 £43,636 £35,822 £795,894

£361,585 £15,216 £376,801 £1,172,695

2023

£705,753 £73,817 £35,288 £814,858

– – – £814,858

Dave Murray

2024

£163,233 £5,334 £8,162 £176,729

£82,384 £0 £82,384 £259,113

2023

––––

Total 2024

£879,669 £48,970 £43,984 £972,623

£443,969 £15,216 £459,185 £1,431,808

2023

£705,753 £73,817 £35,288 £814,858

– – – £814,858

Non-executive

Director

Base fee

Additional

fee

Total

expenses

Total

remuneration

£ Basis for additional fee

Jørgen Lindemann 2024

£347,680 £0 £5,514 £353,194

–

2023

£352,876 £0 £64,410 £417,286

–

Christine Cross

2024

£21,240 £4,722 £2,893 £28,855

Remuneration Committee Chair and member of the

Audit Committee with effect from 16 April 2024.

2023

––––

–

Wei Gao

2024

£55,857 £168,495 £31,100 £255,452

Member of Audit, Nomination and Sustainability

Committees.

2023

£33,263 £3,005 £35,714 £71,982

Member of Audit, Nomination and Sustainability

Committees.

Marie Gulin-Merle

2024

£55,857 £5,381 £52,060 £113,298

Member of Remuneration Committee including Interim

Chair from 7 February 2024 to 16 April 2024. Member of

Sustainability Committee from 7 February 2024.

2023

£33,263 £1,479 £13,922 £48,664

Member of Remuneration Committee.

Natasja Laheij 2024

£55,857 £19,545 – £75,402

Audit Committee Chair and Member of Remuneration

Committee. SID and member of Nomination

Committee from 7 February 2024.

2023

£22,486 £4,999 – £27,485

Audit Committee Chair and Member of Remuneration

Committee.

Jose Manuel Martínez

Gutiérrez

2024

£55,857 £6,392 £22,808 £85,057

Member of Audit and Sustainability Committees.

Member of Remuneration Committee with effect

from 7 February 2024.

2023

£22,486 £1,484 £7,997 £31,967

Member of Audit and Sustainability Committees.

Nicholas Robertson

2024

£55,857 £2,484 – £58,341

Member of Sustainability Committee.

2023

£56,692 £2,521 – £59,213

Member of Sustainability Committee.

Anna Maria Rugarli 2024

£55,857 £9,934 £12,759 £78,550

Sustainability Committee Chair.

2023

£10,899 £1,938 – £12,837

Sustainability Committee Chair.

William Barker

2024

––––

Member of Nomination Committee from 7 February

2024.

2023

–– -–

–

Mai Fyﬁeld

2024

£24,018 £11,723 – £35,741

SID, Remuneration Committee Chair and Member of Audit

and Nomination Committees until 7 February 2024.

2023

£56,692 £17,346 – £74,038

SID, Remuneration Committee Chair and Member of

Audit and Nomination Committees.

Total 2024

£728,080 £228,676 £127,134 £1,083,890

2023

£588,657 £32,772 £122,043 £743,472

1 José Antonio Ramos Calamonte was entitled to a relocation allocation allowance of £40,000 per year until 4 January 2024, related to his relocation from Portugal to the UK to take up his

previous role as Chief Commercial Ofﬁcer. His 2023 beneﬁts ﬁgure has been restated to reﬂect qualifying amounts for 2023 and any expenses not captured in time for the prior year’s

report. Executive Directors receive a ﬂexible beneﬁts allowance of £12,500 per annum, which can be used either to buy a variety of beneﬁts or be taken in cash through our ﬂexible beneﬁts

scheme, ASOS Extras. Other beneﬁts include private medical insurance, group income protection and life assurance.

2 José Antonio Ramos Calamonte and Dave Murray received a pension cash allowance contribution of 5% of their salary, which is in line with the wider workforce.

3 The FY24 bonus payout calculation resulted in 50.47% of base salary earnings in bonus for our Executive Directors. José Antonio Ramos Calamonte’s bonus was calculated using his salary

from 4 September 2023 to 30 November 2023 and then his uplifted salary from 1 December 2023 to period end. Dave Murray‘s bonus was calculated using his salary from his start date.

Consistent with the Policy, the ﬁrst 50% of bonus is delivered in cash with any bonus in excess of 50% of salary paid 50% in cash and 50% in shares to be deferred for three years. This

results in a small deferred share award due to be made to the two Executive Directors to the value of £1,684 for José Antonio Ramos Calamonte and £384 for Dave Murray subject to

continued employment under the terms of the Deferred Bonus Plan 2022 rules.

4 For 2024, this includes the FY22 ALTIS award as detailed on page 110, where José Antonio Ramos Calamonte received two award grants; one for his role as Chief Commercial Ofﬁcer and

the other when appointed Chief Executive Ofﬁcer. The ESG performance target was partially met, resulting in a 10% programme vest. The calculation is based on a share price of £3.6191,

being the average share price for the last quarter of the ﬁnancial year, from 03 June to 01 September 2024. The share price depreciated during the vesting period and therefore no portion

of the award relates to share price gain. FY21 ALTIS did not vest, resulting in nil ﬁgures for 2023.

5 Dave Murray joined the Board on 29 April 2024 and has a base salary of £475,000 with £12,500 ﬂex allowance and 5% pension

6 The taxable expenses include travel and other expenses related to their role and have been grossed up for tax, where applicable to those Directors who reside outside of the UK.

7 Christine Cross was appointed on 16 April 2024.

8 Wei Gao received additional fees of £160,000 in addition to her Committee fees for additional services provided to the Company under her Non-Executive Director Letter of Appointment.

The Board conﬁrmed that the additional services provided did not impair Wei’s independence under the UK Corporate Governance Code.

9 Marie Gulin-Merle’s additional fees reﬂect interim responsibilities as Remuneration Committee Chair. Her 2023 beneﬁts ﬁgure was restated to reﬂect qualifying amounts for 2023 and any

expenses not captured in time for the prior year’s Annual Report.

10 Nick Robertson donated all of his base service fee and his additional fee to the ASOS Foundation.

11 William Barker was appointed on 20 September 2023 and waives his fees in full.

12 Mai Fyﬁeld stepped down from the Board on 7 February 2024.

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ANNUAL REPORT AND ACCOUNTS 2024

109

Annual bonus for the period ended 1 September 2024 (audited)

The annual bonus plan for the period ended 1 September 2024 was based on the following performance measures:

Weighting

Threshold

(15%) Target (60%)

Maximum

(100%) Performance achieved Outcome

Financial measure

75%

AEBITDA, less capex 

(£43.9m) (£13.9m) £16.1m (£36.3m) 26.45%

Strategic measures

Closing stock

£642m £584m £526m £520.3m 100%

Adjusted gross margin

44.6% 45.1% 45.6% 43.4% –

Cost to serve

46.6% 46.3% 45.8% 46.2% 65.66%

Total of strategic measures

55.22%

Combined outcome

33.64%

1 Capex excludes the £17.1m of spend relating to the mothballing of the Lichﬁeld fulﬁlment centre which was subsequently impaired in H1. This was previously

expected to be recognised outside of adjusted Operating Expenses when the targets were set.

2 The cost to serve measure includes the impact of depreciation and amortisation, refer to page 59 for detail.

3 Equally weighted across the three measures.

4 The Remuneration Committee considered the combined effort that had been made in relation to the reduction in stock across the period and determined

that the stock element of the strategic measures should be based on the reported stock balance at the end of the ﬁnancial period.

The measures for the annual bonus for FY24 were based on 75% Financial (AEBITDA less capex) and 25% Strategic (closing stock, adjusted gross

margin and cost to serve - each with an equal 33% weighting) measures. Regarding the Financial measure, the achievement was between

Threshold and Target. On the Strategic measure, adjusted gross margin was below Threshold, stock was at or above Maximum and cost to serve

was between Target and Maximum. This resulted in an annual bonus of 50.47% of base salary earnings for our Executive Directors.

Consistent with the Policy, the ﬁrst 50% of salary is delivered in cash with the excess split half in cash and half in deferred shares. This results

in a small deferred share award due to be made to the two Executive Directors.

FY22 ALTIS awards vesting for performance to 1 September 2024 (audited)

The ALTIS awards with a performance period ending on 1 September 2024 are due to vest on 31 October 2024. These awards were based on

Revenue Growth (30%), EPS Growth (30%), Relative TSR (25%) and ESG (15%) over the three-year period to 1 September 2024. The performance

targets and level of achievement against those targets were as follows:

Measures Weighting Targets Percentage vesting Actual achievement Vesting

Revenue growth 30% Below 15%

15%

Between 15% and 20%

20% or above

25%

Between 25% and 100%

100%

(9.50)% 0%

EPS Growth 30% Below 174.3p

174.3p

Between 174.3p and 196.5p

196.5p or above

25%

Between 25% and 100%

100%

(86.8)p

Relative TSR 25% Below median

At median

Between median and upper quartile

At or above upper quartile

25%

Between 25% and 100%

100%

Below median 0%

ESG 15% No Progress

Limited Progress

Progress

All targets achieved

25%

Between 25% and 100%

100%

Considerable Progress 10%

Total 10%

1 Straight-line interpolation between points in the range.

2 Consistent with the approach taken in previous years, actual performance for the diluted EPS condition has been assessed using an adjusted proﬁt before tax of

£(126.0)m, an adjusted tax rate, and with the convertible bond treated as dilutive. Reconciliations between statutory measures and their associated Alternative

Performance Measures can be found in pages 188 to 193.

3 The Sustainability Committee assessed the level of progress towards ESG targets set in FY22 in line with the FY22 ALTIS ESG performance measure.

The Sustainability Committee agreed that, as there has been a signiﬁcant shift in the operating context and new sustainability regulations since setting the

targets in FY22, it was deemed appropriate to exercise some discretion on the overall vesting level for the FY22 ALTIS relating to ESG. The Sustainability

Committee therefore recommended that 10% of a maximum 15% vest, taking into account the considerable progress achieved with regards to ASOS’

governance and overall approach to ESG. This was approved by the Remuneration Committee.

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110

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

ALTIS awards granted in the year (audited)

In the period under review, an ALTIS award was granted to the CEO, José Antonio Ramos Calamonte, on 31 January 2024 and to the CFO, Dave

Murray on 29 April 2024. Details of the award are as follows:

Details of vesting:

Executive

Director

Basis of award Type of award Number of

shares granted

Face value of

award

% vesting for

threshold

performance

Performance

period

José Antonio

Ramos Calamonte

250% of base

salary

Conditional share

award at nil cost

481,150 £1,819,998 15% 04.09.23

– 30.08.26

Dave Murray 250% of base

salary

Conditional share

award at nil cost

245,515 £928,685 15% 04.09.23

– 30.08.26

1 Based on the ﬁve-day average share price of 3.7826 prior to the grant date of 31 January 2024.

The performance conditions for these awards are in the table below, with performance measured over the three-year period from 4 September

2023 to 30 August 2026 and vesting on 31 October 2026:

Measures

Weighting Threshold performance

(15% vesting)

Maximum performance

(100% vesting)

Adjusted EBIT

100% £60m £165m

1 ESG performance is incorporated into the FY24 ALTIS by way of a modiﬁer. The modiﬁer provides the Remuneration Committee with discretion to reduce the level

of performance share awards vesting by up to 15% if, following a qualitative assessment of performance over the three-year period by the Sustainability

Committee (which will provide a recommendation to the Remuneration Committee), it is determined that appropriate progress has not been achieved.

2 Adjusted EBIT targets are for the ﬁnal year of the performance period.

Payments to past Directors (audited)

During the year to 1 September 2024, no payments were made to any past Directors.

Payments for loss of ofﬁce

During the year to 1 September 2024, no payments were made for loss of ofﬁce.

Directors’ interests in share plans (audited)

Director

Share option

scheme Date of grant

3 September

2023 (no. of

shares)

Granted during

the period to

1 September

2024 (no. of

shares)

Lapsed during

the period to

1 September

2024 (no. of

shares)

Vested during the

period to

1 September

2024 (no. of

shares)

As at

1 September

2024

(no. of shares)

Vest date/

period

José Antonio

Ramos

Calamonte

ALTIS 16.02.21 12,511 – 12,511 – – 02.11.23

ALTIS 23.11.21 21,433 – – – 21,433 31.10.24

ALTIS 23.06.22 20,612 – – – 20,612 31.10.24

ALTIS

28.11.22 271,739 – – – 271,739 31.10.25

ALTIS

31.01.24 – 481,150 – – 481,150 31.10.26

Dave Murray ALTIS

29.04.24 –245,515 – –245,51531.10.26

1 Conditional award of shares under the rules of the ASOS Long Term Incentive Scheme. Performance conditions for those awards are set out in the relevant

Directors’ Remuneration Report for the year of grant.

2 Dave Murray received a FY24 ALTIS grant part-way through the performance period, pro-rata to his start date.

Annual Report on Remuneration continued

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ANNUAL REPORT AND ACCOUNTS 2024

111

Directors’ shareholdings (audited)

The Directors who held ofﬁce on 1 September 2024 had the following interests, including “Person Closely Associated” interests, in the shares

ofASOS Plc. A shareholding guideline is in place for the Executive Directors; this is 200% of salary. A post-employment shareholding guideline

isalso in place, whereby normally the full in-employment guideline must be held for one year following stepping down from the Board, and half

thein-employment guideline for the second year following stepping down from the Board.

Director

Beneﬁcially owned as at

3 September 2023

(no. of shares)

Beneﬁcially owned as at

1 September 2024

(no. of shares)

Outstanding shares (ALTIS)

(no. of shares)

Shareholding

guideline met

José Antonio Ramos Calamonte 24,322 24,322 794,934 No

Dave Murray N/A N/A 245,515 No

Jørgen Lindemann 130,052 130,052 N/A

Christine Cross N/A N/A N/A

Wei Gao N/A N/A N/A

Marie Gulin-Merle N/A N/A N/A

Natasja Laheij N/A N/A N/A

Jose Manuel Martínez Gutiérrez N/A N/A N/A

Nicholas Robertson 2,636,025 2,636,025 N/A

Anna Maria Rugarli N/A N/A N/A

William Barker 16,722,381 (20 Sept 2023) 17,613,381 N/A

Former Director

Beneﬁcially owned as at

3 September 2023

(no. of shares)

Beneﬁcially owned as

at 7 February 2024

(no. of shares)

Mai Fyﬁeld 2,000 2,000

1 During the period, William Barker was appointed as Non-executive Director on 20 September 2023. William is the founder and CEO of Camelot Capital Partners

LLC (“Camelot Partners”) which, as at the date of this report, held 17,613,381 shares in the Company.

2 Mai Fyﬁeld stepped down from the Board on 7 February 2024.

There were no other changes to the Directors’ share interests between 3 September 2023 and 1 September 2024.

Pay gap reporting

Diversity continues to be a key area of focus for ASOS, and we published our most recent Gender and Ethnicity Pay Gap report in April 2024.

OurUK gender pay gap is not a symptom of unequal pay for equal work amongst men and women, but reﬂects the fact that there are more men

than women in senior roles and more women than men in junior roles. We acknowledge that we are still on a journey to achieve at least 50%

female representation and over 15% ethnically diverse representation across our leadership teams.

All our FWI reports and policies, including our Gender and Ethnicity Pay Gap report, can be found at asosplc.com/fashion-with-integrity/

reports-and-policies/.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

112

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Performance and CEO remuneration comparison

This graph shows the value, by 1 September 2024, of £100 invested in ASOS Plc on 31 August 2013 compared with that of £100 invested in the FTSE

250 and the FTSE All Share Retailers Indices. These indices are relevant to the Company in terms of size and sector respectively, and between

them they show the Company’s performance against both the broader market and the retail sector. The other points plotted are the values at

the intervening ﬁnancial period ends.

Annual Report on Remuneration continued

250

200

(Rebased £)

150

100

ASOS Plc FTSE 250

Year to

31 August

2014

Year to

31 August

2015

Year to

31 August

2016

Year to

31 August

2017

Year to

31 August

2018

Year to

31 August

2019

Year to

31 August

2020

Year to

31 August

2021

Year to

31 August

2022

Period to

1 September

2024

Period to

3 September

2023

FTSE All Share Retailers

CEO remuneration history

The table below sets out the remuneration data for Directors undertaking the role of CEO during each of the past ten ﬁnancial years.

Year to

31 August

2015

Year to

31 August

2016

Year to

31 August 2017

Year to

31 August

2018

Year to

31 August

2019

Year to

31 August

2020

Year to

31 August

2021

Year to

31 August

2022

Period to 3

September

2023

Period to

1 September

2024

Total

remuneration (£)

81,280 1,199,520 3,072,259 2,904,614 848,487 1,730,323 1,726,859 252,782 814,858

1,172,695

Annual

bonus %

– 70.0% 65.0% – – 93.7% 89.9% 0% 0% 33.6%

Long-term

incentive %

––99.1%100%27.0%31.2%38.1%11%0%10%

1 During the year to 31 August 2015, Nick Robertson opted to waive receipt of £442,580 of his base salary, and any entitlement to bonus.

2 Nick Robertson stepped down as CEO and was succeeded by Nick Beighton on 1 September 2015.

3 During the year to 31 August 2022, Nick Beighton stepped down as CEO on 11 October 2021 and José Antonio Ramos Calamonte was appointed CEO on 16 June

2022, therefore this column shows the remuneration Nick Beighton received between 1 September 2021 and 11 October 2021 (£97,080) and the remuneration

JoséAntonio Ramos Calamonte received between 16 June 2022 and 31 August 2022 (£155,702). José Antonio Ramos Calamonte had not joined the Company

whenthe FY20 ALTIS was awarded. No bonus was paid in FY22.

4 José Antonio Ramos Calamonte’s 2023 beneﬁts ﬁgure has been restated to reﬂect qualifying amounts for 2023 and any expenses not captured in time for the

prior year’s Annual Report.

5 Annual bonus percentage ﬁgure shows the percentage of the individual’s maximum bonus percentage related to the bonus scheme for that ﬁnancial year.

6 Long-term incentive percentages show the percentage of the award that vested where the performance period ends in that ﬁnancial year.

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ANNUAL REPORT AND ACCOUNTS 2024

113

Percentage change in Directors’ remuneration

The table below shows the percentage change in the Directors’ salary/fees, beneﬁts and annual bonus over the last three years, compared with all

employees of ASOS. This is a voluntary disclosure as no employees are directly employed by ASOS Plc.

FY24 FY23 FY22 FY21 FY20

% change

Salary/

Fees

Beneﬁts Bonus

Salary/

Fees Beneﬁts

Bonus

Salary/

Fees Beneﬁts

Bonus

Salary/

Fees Beneﬁts

Bonus

Salary/

Fees Beneﬁts

Bonus

All employees

0% 3% 100%

9% 8% 0% 13% -5% -100% 16% 38% 8% 7% 13% 100%

Executive Directors

José Antonio Ramos

Calamonte

2% -41% 100% 457% 217%

––––––––––

Dave Murray

––– ––– ––– ––– –––

Non-executive

Directors

Jørgen Lindemann

-1% -91%

–

370% 81%

––––––––––

Christine Cross

––– ––– ––– ––– –––

Wei Gao

519% -13%

–

–– – –– – –– – ––

Marie Gulin-Merle

76% 274%

–

–– – –– – –– – ––

Natasja Laheij

174% 0%

–

–– – –– – –– – ––

Jose Manuel Martínez

Gutiérrez

160% 185%

–

–– – –– – –– – ––

Nick Robertson

-1% 0%

–

3% 0%

–

4% -100%

–––––

-97%

–

Anna Maria Rugarli

413% 100%

–

–– – –– – –– – ––

William Barker

––– ––– ––– ––– –––

Former Directors

Mai Fyfield

-52% 0%

–

21% 0%

–

11% -100%

––

300%

––––

1 No changes were made to the base fee for Non-executive Directors. The slight decrease in Salary/Fees is due to FY24 having four fewer days compared to FY23.

Thecalculation is derived from the total salary of ASOS employees (excluding bonuses) divided by the average number of employees for FY23 and FY24. There has

been negligible movement in salaries, as both total salaries and headcount have decreased proportionately from FY23 to FY24.

2 Once COVID-19 social and travel restrictions started to lift, Board and Committee meetings were held in person leading to an increase in Director travel and other

expenses in FY21, FY22 andFY23.

3 Payments were made under the Group annual bonus in FY24 which equates to the 100% increase due to no bonus being received in FY23. Some employees received

payments under other bonus schemes, however as this was only a small population of the wider Group, this payment has been excluded from this calculation to allow

for meaningful comparison year-on-year.

4 Christine Cross was appointed on 16 April 2024.

5 William Barker was appointed on 20 September 2023.

6 Mai Fyﬁeld stepped down from the Board on 7 February 2024.

7 Reduction in beneﬁts in FY20 was due to a reduction in expenses claimed during that year.

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114

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Annual Report on Remuneration continued

CEO pay ratio

The table below shows the ratio of the total remuneration paid to the CEO for 2023/24 against the upper quartile, median and lower quartile full-time

equivalent remuneration of ASOS UK employees. This is the ﬁfth year of reporting a pay ratio and data from the last four ﬁnancial year periods is shown

for comparison.

Method P25 P50 P75

2023/24 Option C 34:1 20:1 15:1

2022/23 Option C 26:1 16:1 11:1

2021/22

Option C 9:1 5:1 4:1

Full-year equivalent 2021/22

Option C 29:1 17:1 11:1

2020/21 Option C 68:1 35:1 25:1

2019/20 Option C 73:1 38:1 24:1

1 The ﬁrst calculation for 2021/22 uses the total remuneration paid to Nick Beighton between 1 September 2021 and 11 October 2021 and the total remuneration

paid to José Antonio Ramos Calamonte between 16 June 2022 and 31 August 2022. The ratio has been recalculated this year to reﬂect the actual value of Nick’s

FY20 ALTIS on the vesting date and the restatement ofJosé’s 2022 beneﬁts ﬁgure. This has reduced the ratio from 6:1 to 5:1. There was a period during the

ﬁnancial year, between 12 October 2021 and 15 June 2022, that the Company did not have a CEO, therefore the second calculation (full-year equivalent 2021/22)

provides the ratios if José had been CEO for the full ﬁnancial year.

2 P75th employee is part-time at 80% FTE and where applicable, the base salary and other elements of their package that form their total reumuneration was

uplifed to 100% FTE.

The Company has chosen Option C as it enabled the use of readily available data that was current to ASOS’ year end. The employees at P25,

P50 and P75 were identiﬁed based on salaries at 1 September 2024 where their total remuneration was calculated to include salary, beneﬁts,

ﬂex allowance and pension as at that date, plus 2023/24 bonus outturns (all three employees are outside the ALTIS population). No omissions, estimates

or adjustments were included in the calculation.

The total remuneration of these individuals and a small number of others positioned around each quartile were compared to determine whether the

employees at P25, P50 and P75 were most representative of pay levels at these quartiles. Based on that review of similarly ranked roles, the

remuneration of all three individuals was deemed to be representative of the relevant quartile.

The base salary and total remuneration for the employees used in the above calculations are as follows:

P25 P50 P75

Base salary £30,874 £51,547 £70,711

Total remuneration £34,785 £57,467 £80,840

The Committee is satisﬁed that the median pay ratio for 2023/2024 is consistent with the Group’s wider policies on employee pay, reward and

progression. Executive Directors receive a greater proportion of their remuneration in elements tied to performance, including participation in the

ALTIS, which operates at the most senior levels. This means that the pay ratio will largely vary due to incentive outcomes each year. The pay ratio has

increased year on year due to the lack of bonus pay outs from the past two years and the absence of the FY21 ALTIS vest last performance period.

Thepay ratio is still lower compared to a payout near the maximum in 2020/21.

Relative importance of spend on pay

The following table shows ASOS’ actual spend on pay (for all employees) relative to loss before tax. This has been used as a comparison as this is a key

metric that the Board considers when assessing the Company and Group’s performance. To date, no dividend has been paid by ASOS Plc and there is

nointention to pay a dividend at this stage as all monies are being retained in the business for future investment.

2024

2023

2 See consolidated income statement for more information.

(379.3)

(296.7)

-27.84%

Loss before tax (£million)

-2.93%

2024

2023

Staff costs (£million)

1 The above includes capitalised staff costs and excludes share-based payments charge.

215.4

221.9

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

115

Directors’ dates of appointment

Both of the Executive Directors have a rolling service contract with an indeﬁnite term, but a ﬁxed period of notice of termination. The services of any

Executive Director may be terminated on a maximum of 12 months’ notice by the Company or the individual. Our usual approach to remuneration when

an Executive Director leaves is explained in our Policy.

Name Date of appointment Notice period Total length of service as at 1 September 2024

José Antonio Ramos Calamonte 16 June 2022 12 months 2 years 2 months

Dave Murray 29 April 2024 12 months 4 months

All Non-executive Directors have letters of appointment in place with remaining terms as follows, subject to re-appointment at the Company’s Annual

General Meeting:

Name Date of appointment Notice period

Appointment end date

inaccordance with letter

ofappointment



Total length of service

as at 1 September 2024

Jørgen Lindemann 1 November 2021 3 months 31 July 2025 2 years 10 months

Christine Cross 16 April 2024 3 months 15 April 2027 0 years 4 months

Wei Gao 1 February 2023 3 months 31 January 2026 1 years 7 months

Marie Gulin-Merle 1 February 2023 3 months 31 January 2026 1 years 7 months

Natasja Laheij 11 April 2023 3 months 10 April 2026 1 years 4 months

Jose Manuel Martínez Gutiérrez 11 April 2023 3 months 10 April 2026 1 years 4 months

Nicholas Robertson 6 June 2000 3 months 31 August 2027 24 years 2 months

Anna Maria Rugarli 26 June 2023 3 months 25 June 2026 1 years 2 months

William Barker 20 September 2023 3 months 19 September 2026 0 years 11 months

1 All Non-executive Directors’ appointments are subject to their re-election at the AGM each year.

2 Nick Robertson is the Founder and former CEO of ASOS. He stepped down from the role of CEO and assumed the role of Non-executive Director on 1 September 2015.

All Directors’ contracts/letters of appointment are available to view at the Company’s registered ofﬁce.

Overview of Remuneration Committee

Composition of the Remuneration Committee

The Remuneration Committee currently comprises four independent Non-executive Directors: Christine Cross (Chair), Marie Gulin-Merle, Natasja

Laheij and Jose Manuel Martínez Gutiérrez. Mai Fyﬁeld served as Chair of the Committee until she stepped down on 7 February 2024. Marie Gulin-

Merle acted as Interim Committee Chair from 7 February 2024 until 16 April 2024 when Christine Cross was appointed.

Members of the management team, as well as the Committee’s advisors, are invited to attend meetings as appropriate, unless there is a potential

conﬂict of interest. The remuneration of Executive Directors and Non-executive Directors other than the Chair, is determined by the Chair of the

Board.

Committee composition and effectiveness

Details of the Committee’s experience can be found on pages 72 to 75.

Advisors to the Remuneration Committee

The Committee has engaged the external advisors listed below to help meet its responsibilities.

Committee advisor

• Deloitte was the independent advisor to the Committee since 2019 and services were terminated in May 2024. With a new Remuneration Chair, a

new independent advisor was appointed, FIT Remuneration Consultants LLP in April 2024. The Committee selected FIT Remuneration Consultants

LLP as the advisors were deemed to have the best recent and relevant experience across similar public listed company and shareholder constructs,

including substantive experience in VCP design and implementation. FIT Remuneration Consultants LLP are signatories to the Remuneration

Consultants’ Code of Conduct, and the Committee is satisﬁed that the advice that it receives is objective and independent. Total Remuneration

Consultant fees for advice provided to the Committee were £128,814 (£30,335 for Deloitte advice and £98,479 for FIT Remuneration Consultants

LLP advice) in the period to 1 September 2024 on a time and materials basis. The FIT Remuneration Consultants LLP engagement partner and

advisory team that provide remuneration advice to the Committee do not have any connections with the Group or individual Directors that may

impair their independence.

• Separately, during the year other parts of Deloitte also advised the Group in relation to ﬁnancial advisory, consulting, taxation, accounting services

and ﬁnancial modelling support as part of business planning and analysis.

• When required, ASOS also received advice relating to remuneration matters from Slaughter and May on reward and legal matters respectively. As

a matter of course, the Committee also received advice and assistance as needed from our Executive Vice President People Experience, Reward

and DE&I Director, General Counsel & Company Secretary (or Interim thereof) and Executive Directors.

Key areas of focus for the year ahead

• Engaging with shareholders in relation to our approach to remuneration for FY25.

• Review and approve any salary increases for Management Committee members.

• Determine FY25 annual bonus outcome and FY23 ALTIS awards vesting.

• Approve any bonus, ALTIS or other awards intended to operate during FY26.

• Continue to monitor regulatory and legislative developments.

• Review the Company’s retirement beneﬁt schemes.

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116

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ANNUAL REPORT AND ACCOUNTS 2024

Directors’ Report

The Directors present their report, together with the audited ﬁnancial

statements for the 52 weeks ended 1 September 2024.

Results and dividends

The Group’s results for the period ended 1 September 2024 are set out

on pages 122 to 179.

The Directors do not recommend the payment of a dividend (2023: £nil).

Strategic Report

This is set out on pages 4 to 71 of the Annual Report and includes an

indication of likely future developments.

Corporate Governance

Our Corporate Governance Statement setting out how the Company

has complied with the UK Corporate Governance Code 2018 (the

“Code”) can be found on page 80. A description of the composition and

activities of the Board and its Committees, including our approach to

diversity, is set out on pages 79 and 93. A full version of the Code is

available from the Financial Reporting Council website at frc.org.uk.

Risk management and principal risks

A description of the main features of our internal control and risk

management arrangements in relation to the ﬁnancial reporting

process can be found on pages 62 to 63 and 101. A description of the

principal risks facing the business, and the Group’s approach to

managing those risks, is on pages 64 to 69. Information on the Group’s

foreign currency risks is set out in Note 23 to the Financial Statements.

Signiﬁcant events since the end of the ﬁnancial period

Information on post-balance sheet events can be found in Note 30 to

the Financial Statements on page 179.

Share capital

The issued share capital of the Company as at 31 October 2024, being

the last practicable date prior to this report, was 119,334,341 ordinary

shares of 3.5 pence each. Details of the authorised and issued share

capital, together with the details of shares issued during the period to

1 September 2024, are shown in Note 22 to the Financial Statements.

As far as the Company is aware, there are no restrictions on the voting

rights attaching to the Company’s ordinary shares and the Company is

not aware of any agreements which may result in restrictions in the

transfer of securities or voting rights.

No securities carry any special rights.

Powers for the acquisition of the Company’s own shares

The Company was also authorised by shareholders at the Annual

General Meeting (“AGM”) on 7 February 2024 to replace the existing

authority (as granted by shareholders at the AGM held on 11 January

2023) to purchase its own shares in the market up to a maximum of

10% of the issued share capital of the Company (excluding treasury

shares). No shares were bought back under this authority during the

ﬁnancial period to 1 September 2024. This is a standard authority

which is renewable annually and the Directors will be seeking to renew

this authority at the next AGM.

Directors and their interests

The following Directors have held ofﬁce since 4 September 2023 and

up to the date of this report:

Name Date of appointment

Jørgen Lindemann 1 November 2021

William Barker 20 September 2023

José Antonio Ramos Calamonte 16 June 2022

Christine Cross 16 April 2024

Wei Gao 1 February 2023

Marie Gulin-Merle 1 February 2023

Jose Manuel Martínez Gutiérrez 11 April 2023

Natasja Laheij 11 April 2023

Dave Murray 29 April 2024

Nick Robertson 6 June 2000

Anna Maria Rugarli 26 June 2023

Mai Fyﬁeld, who was appointed on 1 November 2019, stepped down

from the Board on 7 February 2024.

Biographies of the Directors as at the date of this report are set out on

pages 72 to 74.

The general powers of the Directors are contained within UK legislation

and the Company’s Articles of Association (the “Articles”). The

Directors are entitled to exercise all powers of the Company, subject

to any limitations imposed by the Articles or applicable legislation.

The appointment and retirement of Directors is governed by the

Company’s Articles of Association, the UK Corporate Governance

Code 2018, the Companies Act 2006 and other related legislation.

The interests of the Directors, and their persons closely associated, in

the share capital of the Company as at 1 September 2024, along with

details of Directors’ share awards, are contained in the Directors’

Remuneration Report on page 111. At no time during the period did any

of the Directors have a material interest in any signiﬁcant contract

with ASOS or any of its subsidiaries.

We maintain Directors’ and Ofﬁcers’ liability insurance which gives

appropriate cover for any legal action brought against its Directors.

This was in place throughout the period and up to the date of approval

of the ﬁnancial statements. The Group has also provided an indemnity

for its Directors, which is a qualifying third-party indemnity provision,

for the purposes of Section 234 of the Companies Act 2006.

Articles of Association

Our Articles of Association can only be amended by special resolution

of the shareholders and are available for inspection on our website at

asosplc.com.

Branches

The Group has a branch of ASOS.com Limited registered in the

Netherlands. Further details are provided on pages 186 to 187,

together with a full list of Group subsidiaries.

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

117

Employee Beneﬁt Trust

We use an Employee Beneﬁt Trust to facilitate the acquisition of

ordinary shares in the Company for the purpose of satisfying awards

and options granted under ASOS share schemes. During the ﬁnancial

period, we used both the Employee Beneﬁt Trust (EBT) to satisfy

awards granted under our Save As You Earn scheme and our ASOS

Long Term Incentive Scheme (ALTIS).

The EBT is a discretionary trust, the sole beneﬁciaries being employees

(including Executive Directors) and former employees of the Group who

have received awards under the Save As You Earn and ALTIS schemes

(or their close relations in the event of their death). The trustee of the

EBT is Apex Financial Services (Trust Company) Limited, an

independent professional trustee company based in Jersey. Under the

terms of the Trust Deed, we fund the EBT to purchase on the EBT’s own

account ordinary shares in the Company on the open market in return

for the EBT agreeing to use the ordinary shares in the Company that it

holds to satisfy certain outstanding awards and options made under

the Company’s share schemes.

As at 30 September 2024, the EBT held 159,242 shares in the Company.

Link Trust

The Link Trust (LT) holds ASOS shares awarded under the Share

Incentive Plan (SIP) in 2012 and 2013 solely for the beneﬁt of current

employees who participate in it. The trustee of the SIP is Link Market

Services Trustees Limited, an independent professional trustee

company based in the United Kingdom. Under the terms of the Trust

Deed, we funded the LT to buy the shares on the open market and

retain those shares on behalf of the underlying beneﬁciaries.

As at 30 September 2024, the LT held 13,479 shares in the Company,

of which 2,338 shares are held on behalf of underlying beneﬁciaries.

The Group’s accounting policies are detailed within Note 22 to the

Financial Statements and movements are detailed in the Consolidated

Statement of Changes in Equity on page 133.

Substantial shareholders

As at 30 September 2024, the Company was aware of the following

interests in 3% or more of its ordinary share capital:

Major shareholder Holding

As a % of

issued

Aktieselskabet at 5.5.2010 33,404,686 27.99%

Frasers Group Plc 25,204,422 21.12%

Camelot Partners LLC 17,613,381 14.76%

Schroders Plc 3,917,692 3.28%

Additionally, the Company was notiﬁed that, as at 3 October 2024,

SIHPartners, LLLP held 0.90% voting rights in the Company attached

to shares, with an additional 6.09% voting rights through ﬁnancial

instruments, as announced by the Company on 4 October 2024.

Employees with disabilities

We are an inclusive employer and continue to belong to the Disability

Conﬁdent scheme. We are committed to taking the right steps in

ensuring our recruitment, training and development processes and

culture remain accessible for people with disabilities.

We operate with a diverse sourcing approach, fully embedded into our

Talent Acquisition team’s recruitment process, offering guaranteed

interviews to any candidates with disabilities or neurodiverse

conditions, who meet the minimum eligibility criteria for the role. Along

with creating more inclusive job advertisement templates, we’ve

launched hiring manager training to support those making recruitment

decisions in understanding inclusive best practice, including around

biases, within a candidate’s interview process.

See pages 20 to 21 and 33 for more information.

Research and development

The Group undertakes research and development activities in relation

to software development. The deferred tax impact on research and

development tax relief claimed on qualifying spend is disclosed in Note

9 to the Financial Statements on page 147.

Political donations

No political donations have been made during this ﬁnancial period

(2023: £nil).

Annual General Meeting

A separate circular providing the Notice of Annual General Meeting

and details of the resolutions to be put to the meeting will be sent to

shareholders in due course and will be available to view on asosplc.com.

Statement on disclosure of information to auditors

The Directors conﬁrm that, so far as each is aware, there is no relevant

audit information of which the Group’s auditors are unaware. Each of

the Directors has taken all the steps he or she should have taken as

aDirector, to make himself or herself aware of any relevant audit

information and to establish that the Group’s auditors are aware

ofthat information.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

118

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Independent auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their

willingness to continue in ofﬁce and a resolution that they be re-

appointed will be proposed at the next AGM.

Environmental, Social and Governance (ESG) disclosures

Details of our ESG commitments are on pages 28 to 53.

Additional disclosures

Information that is relevant to this report, and which is also

incorporated by reference, including information required in

accordance with the UK Companies Act 2006 and Listing Rule 9.8.4R,

can be found as follows:

Annual Report

pagereference

Post balance sheet events (if applicable)

179

Likely future developments in the business

Financial instruments and ﬁnancial risk

management

165 to 168

Risk management and principal risks

62 to 69, 101

Corporate Governance Report

78 to 89

Employee engagement

24, 88

Stakeholder engagement and S.

statement

22 to 27

Viability Statement & Going Concern

70 to 71

Details of long-term incentive schemes

174 to 176

Statement of capitalised interest

151

Related party transactions

176

Greenhouse gas emissions, energy

consumption and energy efﬁciency action

28 to 53

Climate-related disclosures consistent with TCFD

34 to 45

The Company has chosen, in accordance with Section 414C(11) of the

Companies Act 2006, and as noted in this Directors’ Report, to include

certain matters in its Strategic Report that would otherwise be

required to be disclosed in this Directors’ Report. The Strategic Report

can be found on pages 4 to 71. Other information requirements set out

in LR 9.8.4R are not applicable to the Company.

Disclaimer

The purpose of this Annual Report is to provide information to the

members of the Company and it has been prepared for, and only for,

the members of the Company as a body, and no other persons.

The Company, its Directors and employees, agents and advisors do

notaccept or assume responsibility to any other person to whom this

document is shown or into whose hands it may come and any such

responsibility or liability is expressly disclaimed.

A cautionary statement in respect of forward-looking statements

contained in this Annual Report appears on the inside back cover

ofthisdocument.

By order of the Board

Rishi Sharma

Interim General Counsel and Company Secretary

5 November 2024

Directors’ Report continued

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

119

Non-nancial and sustainability

information statement

The table below constitutes the Company’s non-ﬁnancial and sustainability information statement as required by Sections 414CA and 414CB

of the Companies Act 2006 (as amended by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022) with

the table disclosed below and other disclosures throughout the Strategic Report. The climate-related ﬁnancial disclosures of the Company are

contained within the Task Force on Climate-related Financial Disclosures (TCFD) section, on pages 34 to 45 of this Annual Report. Many of our

policies can be viewed on our website asosplc.com which also contains a wide range of non-ﬁnancial and sustainability information.

Reporting requirement

Relevant policies and documents

whichgovern our approach Annual Report section Page

Climate change and

sustainability

• Fashion with Integrity (FWI) Strategy • FWI

• Task Force on Climate-related

Financial Disclosures (TCFD)

28 to 53

34 to 45

Environmental and social

matters

• FWI Strategy

• Chemical Strategy

• Responsible sourcing policies including

Cotton Sourcing Policy, Animal Derived

Materials Policy and Restricted Substances

List

• Policy on Gender Equality in the Supply Chain

• Group Tax Strategy

• TCFD

• Streamlined Energy & Carbon Reporting

• Sustainability Committee Report

• FWI

• Principal risks and opportunities

• Stakeholder engagement

34 to 45

46 to 47

94 to 95

28 to 53

64 to 69

22 to 27

ASOSers

• Code of Conduct

• Health & Safety Policy

• Whistleblowing Policy

• FWI Strategy

• Our People

• Stakeholder engagement -

OurASOSers

• Governance Report – Engagement

with ASOSers

• FWI

• Directors’ Report – Employees

with disabilities

18 to 21

28 to 53

117

Human rights

• Modern Slavery Statement

• Anti-Slavery & Human Trafﬁcking Policy

• Child Labour Remediation & Young

Worker Policy

• Freedom of Association and Collective

Bargaining Policy

• Migrant Workers Policy

• Global framework agreement with

IndustriALL

• Whistleblowing Policy

• FWI

• Stakeholder engagement – Our

Suppliers

• Principal risks and opportunities

28 to 53

64 to 69

Anti-bribery & corruption

• Code of Conduct

• Anti-Bribery & Corruption Policy

• Gifts & Hospitality Policy

• Audit Committee Report

• Directors’ Report

96 to 101

116 to 118

Risk management

• Risk Management Standard

• ASOS Risk Taxonomy

• Risk management

• Principal risks and opportunities

• TCFD – climate-related risks

62 to 63, 101

64 to 69

34 to 45

Business model • Business model 12 to 13

Non-ﬁnancial KPIs • KPIs

• FWI

54 to 55

28 to 53

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

120

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Statement of Directors’

responsibilities

The Directors are responsible for preparing the Annual Report and the

ﬁnancial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare ﬁnancial statements

for each ﬁnancial year. Under that law the Directors have prepared

the Group ﬁnancial statements in accordance with UK-adopted

international accounting standards and the Company ﬁnancial

statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101 “Reduced Disclosure Framework”, and applicable

law).

Under applicable Company law, the Directors must not approve the

ﬁnancial statements unless they are satisﬁed that they give a true and

fair view of the state of affairs of the Group and Company and of the

proﬁt or loss of the Group for that period. In preparing the ﬁnancial

statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting

standards have been followed for the Group ﬁnancial statements,

and United Kingdom Accounting Standards, comprising FRS 101,

have been followed for the Company ﬁnancial statements,

subject to any material departures disclosed and explained in

the ﬁnancial statements;

• make judgements and accounting estimates that are reasonable

and prudent; and

• prepare the ﬁnancial statements on the going concern basis

unless it is inappropriate to presume that the Group and Company

will continue in business.

The Directors are responsible for safeguarding the assets of the

Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting

records that are sufﬁcient to show and explain the Group’s and

Company’s transactions and disclose with reasonable accuracy at

any time the ﬁnancial position of the Group and Company and enable

them to ensure that the ﬁnancial statements and the Directors’

Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity

of the Company’s website. Legislation in the United Kingdom governing

the preparation and dissemination of ﬁnancial statements may

differ from legislation in other jurisdictions.

Directors’ conﬁrmations

The Directors consider that the Annual Report and Accounts, taken

as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s and

Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the

Governance Report conﬁrm that, to the best of their knowledge:

• the Group ﬁnancial statements, which have been prepared in

accordance with UK-adopted international accounting standards,

give a true and fair view of the assets, liabilities, ﬁnancial position

and loss of the Group;

• the Company ﬁnancial statements, which have been prepared in

accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets, liabilities

and ﬁnancial position of the Company; and

• the Strategic Report includes a fair review of the development

and performance of the business and the position of the Group

and Company, together with a description of the principal risks

and uncertainties that it faces.

In the case of each Director in ofﬁce at the date the Directors’ Report

is approved:

• so far as the Director is aware, there is no relevant audit

information of which the Group’s and Company’s auditors are

unaware; and

• they have taken all the steps that they ought to have taken as a

Director in order to make themselves aware of any relevant audit

information and to establish that the Group’s and Company’s

auditors are aware of that information.

Rishi Sharma

Interim General Counsel and Company Secretary

5 November 2024

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

121

122 Independent Auditors’ Report to the Members of ASOS Plc

Consolidated ﬁnancial statements

 Consolidated Income Statement

 Consolidated Statement of Comprehensive Income

 Consolidated Balance Sheet

 Consolidated Statement of Changes in Equity

 Consolidated Cash Flow Statement

 Notes to the Consolidated Financial Statements

Company ﬁnancial statements

 Company Balance Sheet

 Company Statement of Changes in Equity

 Notes to the Company Financial Statements

 Related Undertakings of the ASOS Group

 Alternative Performance Measures (APMs)

 Company Information

 Shareholder Information

Financial Statements

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

122

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Independent auditors’ report to the members

of ASOS Plc

Report on the audit of the ﬁnancial statements

Opinion

In our opinion:

• ASOS Plc’s group ﬁnancial statements and company ﬁnancial statements (the “ﬁnancial statements”) give a true and fair view of the state

of the group’s and of the company’s affairs as at 1 September 2024 and of the group’s loss and the group’s cash ﬂows for the 52 week period

then ended;

• the group ﬁnancial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in

accordance with the provisions of the Companies Act 2006;

• the company ﬁnancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the ﬁnancial statements, included within the Annual Report and Accounts 2024 (the “Annual Report”), which comprise: the

Consolidated Balance Sheet and the Company Balance Sheet as at 1 September 2024; the Consolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and the

Company Statement of Changes in Equity for the period then ended; and the notes to the ﬁnancial statements, comprising material accounting

policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under

ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the ﬁnancial statements section of our report. We believe that

theaudit evidence we have obtained is sufﬁcient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the ﬁnancial statements

in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulﬁlled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.

Other than those disclosed in note 6 to the ﬁnancial statements, we have provided no non-audit services to the company or its controlled

undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• We performed full scope audit procedures over the following two components: ASOS Plc, the parent entity that holds investments throughout

the group, and ASOS.com Limited, the trading entity that generates more than 98% of the group’s revenue.

• Additionally, we performed a ﬁnancial statement line item audit over the convertible debt and related interest balances in Cornwall (Jersey)

Limited, and over the acquired brand and customer relationship intangible assets and related amortisation balances in ASOS Holdings Limited.

• Taken together, the entities over which full scope audit work was performed accounted for 98% of the group’s revenue and 93% of the group’s

loss before tax.

Key audit matters

• Capitalisation of internal staff costs (group)

• Valuation of inventory (group)

• Going concern assessment in response to economic uncertainties (group)

• Classiﬁcation of adjusting items (group)

• Carrying value of assets (group and parent)

• Recoverability of deferred tax assets (group)

Materiality

• Overall group materiality: £14,500,000 (2023: £10,600,000) based on 0.5% of revenue.

• Overall company materiality: £9,200,000 (2023: 9,000,000) based on 1% of total assets.

• Performance materiality: £10,875,000 (2023: £7,950,000) (group) and £6,900,000 (2023: £6,750,000) (company).

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

123

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the ﬁnancial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most signiﬁcance in the audit of the ﬁnancial

statements of the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud)

identiﬁed by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;

and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon,

were addressed in the context of our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide

a separate opinion on these matters.

This is not a complete list of all risks identiﬁed by our audit.

Recoverability of deferred tax assets is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Capitalisation of internal staff costs (group)

Refer to Notes 7 and 11 in the ﬁnancial statements.

The group continued to invest in its operational infrastructure having

spent £98.5m (2023: £126.5m) on intangible assets. Within capital

additions are £64.6m (2023: £58.3m) of internal staff costs, which

primarily relate to intangible assets.

This was an area of focus due to the magnitude of the costs

capitalised and the judgement involved in assessing whether the

criteria set out in IAS 38 for the capitalisation of elements of these

costs had been met. We focused on the capitalisation of internal staff

costs to conﬁrm that costs capitalised were an accurate reﬂection of

actual costs incurred and the associated time was spent on projects

which met the criteria to be capitalised. We further assessed whether

the costs were appropriately moved out of assets under construction

and appropriately amortised/depreciated from the point at which

they came into operational use.

We gained an understanding through walkthroughs and enquiries

performed with management of the process in place for evaluating

approval for staff time capitalised to capital projects. We performed

substantive testing over new projects in the year to assess whether

they met capitalisation criteria, including inquiring with management,

and inspecting evidence of criteria assessments, such as in capex

funding forms. We also obtained an understanding of the various

selected capitalised projects, inspected timesheet data to

corroborate time charged on projects, and reviewed management’s

assessment to determine whether sufﬁcient economic beneﬁts were

likely to ﬂow from the projects to support the values capitalised.

For a number of projects, we assessed whether they had been

appropriately included within assets under construction at year end.

We further conﬁrmed that amortisation/depreciation commenced at

rates consistent with the group’s accounting policies once the

respective projects became operational.

Based on the procedures performed, we noted no material issues

arising from our work.

Valuation of inventory (group)

Refer to Note 15 in the ﬁnancial statements.

As at 1 September 2024, the group held gross inventories of

£683.6m (2023: £892.4m), against which a provision of £163.3m

(2023: £124.4m) had been recorded.

The nature of the group’s business model is to service demand in a

dynamic and fast moving fashion market which means there is a risk of

inventory falling out of fashion and proving difﬁcult to sell above cost.

The group’s provisioning policy is based on the estimated future net

realisable value of inventories. The group’s methodology to calculate

inventory provisions includes consideration of inventory which is

expected to be sold via offsite clearance routes as well as through the

website. Provisions are calculated using estimates of loss rates and

website sell through rates, both of which are calculated based on

historical sales data.

The provisions held at 1 September 2024 also include a provision

for the speciﬁc write down of inventory identiﬁed to be sold via

off-site channels to facilitate the group’s transition to its new

commercial model.

The quantum of the total inventory balance and the level of judgement

involved to ensure that inventories are stated at the lower of cost and

net realisable value made this an area of focus.

We reviewed management’s provisioning policy and the resulting

provisions applied, which include signiﬁcant elements relating to:

- Forecast loss rates for inventory expected to be sold via the website;

- Forecast sell through rates for inventory expected to be sold

via offsite channels; and

- A speciﬁc write down of inventory, identiﬁed to be sold via

off-site channels to facilitate the group’s transition to its new

commercial model.

We tested the mathematical integrity of management’s provision

calculations. We validated the inputs into the models including

verifying the inventory quantity and values for various elements

making up the overall inventory provision and conﬁrmed the accuracy

of the data used. We tested the net margin realised used to determine

the historical loss experience for a sample of transactions in the

year and obtained corroborating evidence to validate their selling

price and cost. We also assessed management’s assessment

of estimated income per unit for inventory to be cleared offsite

based on historic experience.

Based on the procedures performed, we noted no material issues

arising from our work.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

124

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Going concern assessment in response to economic

uncertainties (group)

Refer to note 2.2 in the ﬁnancial statements.

In order to conclude whether it is appropriate for the ﬁnancial

statements to be prepared on a going concern basis, management

prepared a base case forecast for a period of 18 months from the

balance sheet date. In addition they modelled a severe but plausible

downside case which included cost reductions that could be achieved

from mitigating actions within the group’s control.

We focused on this area given the importance of the going concern

judgement in the context of the basis of preparation of the ﬁnancial

statements and recognising the degree of judgement inherent in

management’s forecasts.

We evaluated management’s going concern assessment and we

performed testing procedures as detailed in the “Conclusions relating

to going concern” section below.

Classiﬁcation of adjusting items (group)

Refer to Note 3 in the ﬁnancial statements

The group discloses an adjusted measure of proﬁt to provide

shareholders with additional insight into the year-on-year

performance of the business. Adjusted loss before tax of £126.0m

(2023: £70.3m) is presented which compares to an IFRS measure of

loss before tax of £379.3m (2023: £296.7m).

The £253.3m (2023: £226.4m) of adjusted items before tax are those

which are signiﬁcant either by virtue of their size and/or nature, the

inclusion of which could, in management’s view, distort comparability

between periods to either reported performance or individual

ﬁnancial statement line items.

The quantum of adjusting items and the level of judgement involved to

ensure that performance of the business is not distorted made this an

area of focus.

We have performed audit procedures to test the magnitude of the

charge on a sample basis across all elements of the adjusting items. As

part of this sample testing we also understood the nature of the items

and management’s rationale for classiﬁcation as an adjusting item.

We have considered whether the disclosure as adjusting items is

appropriate taking account of the size and nature of the items and

management’s disclosed accounting policy.

Based on the procedures performed, we noted no material issues

arising from our work.

Carrying value of assets (group and parent)

Refer to Note 14 in the group ﬁnancial statements and Note C4 in the

company ﬁnancial statements.

As at 1 September 2024, the group had balances relating to Goodwill,

Intangibles, Property, Plant and Equipment and Right of use assets

totalling £1,051.2m (2023: £1,358.3m). Due to the group’s trading

performance in the period and market capitalisation, there is an

indicator that these balances might be impaired.

At 1 September 2024, the company had amounts due from subsidiary

undertakings of £847.2m (2023: £837.9m), of which £1.6m (2023:

£1.4m) was classed as current and £845.6m (2023: £836.5m)

non-current.

There is a risk that the ﬁnancial condition and performance of the

subsidiary undertakings are not sufﬁcient to support the

recoverability of the amounts due and the assets may be impaired.

Management has assessed the carrying value of these assets using

a value in use model and concluded that no impairment is required. In

addition, management performed an expected credit loss assessment

under IFRS 9 in respect of the intercompany receivables. Due to these

assessments including assumptions about future performance which

are judgemental in nature, we determined this to be a key area of

focus.

We have obtained management’s impairment assessment which uses a

value in use model to support the recoverability of the goodwill and

other intangibles, property plant and equipment and right of use assets

in the group accounts and the intercompany receivable in the company

accounts and undertook the following procedures:

- We ensured the calculations included within the model were

mathematically accurate and obtained supporting evidence

for the assumptions used ensuring consistency with IAS 36.

- We compared the forecasts used with the latest Board-approved

plans and challenged the key assumptions used within the model to

which the value was most sensitive, including the discount rate, future

revenue growth and improvement in gross proﬁt margin. In assessing

management’s plans, we considered the group’s historical forecasting

accuracy.

- We used our valuation specialists to assist us in our audit of the

discount rate and long term growth rate used.

- We considered other sources of information to assess whether

management’s conclusion that there was no impairment was

reasonable. This included a consideration of third party industry

reports and other market based valuations.

- We considered the adequacy of management’s disclosure in respect

of the impairment assessment, and the key sensitivities in their

estimates.

In relation to the company assessment, in addition to the above

procedures we evaluated management’s expected credit loss

assessment under IFRS 9 in respect of the intercompany receivables.

Based on the procedures performed, we noted no material issues

arising from our work.

Independent Auditors’ Report to the Members

of ASOS Plc continued

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ANNUAL REPORT AND ACCOUNTS 2024

125

Recoverability of deferred tax assets (group)

Refer to Note 9 in the group ﬁnancial statements.

As at 1 September 2024, the group had a net deferred tax asset of

£62.5m (2023: £17.8m). Due to the trading performance and losses

made in the last three years management applied judgement in the

amount of deferred tax assets that were recoverable which resulted

in unrecognised deferred tax assets of £52.3m.

Management assesses the recoverability of the deferred tax asset by

using the same forecasts applied in the value in use impairment model

to evaluate whether sufﬁcient taxable proﬁts are projected. A risk

weighting is applied to address the uncertainty related to future

proﬁts with the risk weighting increasing with the time horizon. Based

on this assessment, management considers a net deferred tax asset

of £62.5 million to be recoverable.

Due to this assessment including assumptions about future

performance which are judgemental in nature, we determined

this to be a key area of focus.

We obtained management’s recoverability assessment for the

deferred tax asset and checked the mathematical accuracy of the

model and reconciled the taxable proﬁts forecast to the latest

Board-approved plans.

We assessed management’s risk weightings applied and the period

over which the assets are forecasts to be recovered.

We considered the adequacy of management’s disclosure in respect

of the deferred tax recoverability assessment, and the key

sensitivities in their estimates. Based on the procedures performed,

we noted no material issues arising from our work.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the ﬁnancial statements as a whole,

taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate.

Based on our risk and materiality assessments, we determined which components required an audit of their complete ﬁnancial information having

consideration to the relative signiﬁcance of each component to the group, and the overall coverage obtained over each material line item in the

consolidated ﬁnancial statements.

Due to its relative contribution to the group’s revenues and loss before tax, we identiﬁed one ﬁnancially signiﬁcant component which, in our

view,required an audit of its complete ﬁnancial information. This was ASOS.com Limited which generated more than 98% of the group revenue

through sales via the worldwide ASOS websites and wholesale network. In addition, a full scope audit was performed over ASOS Plc being the

parent entity which holds investments throughout the group. We performed audit procedures over the convertible debt and related interest

balances in the Cornwall (Jersey) Limited entity, and over the acquired brand intangible assets and related amortisation balances in ASOS

Holdings Limited, in order to achieve appropriate audit coverage over these material ﬁnancial statement line items. All work over these

components was performed by the group engagement team. Further central procedures were performed over tax, treasury, legal claims,

leaseliability and associated right-of-use asset balances, property, plant and equipment and other intangible assets, goodwill, going concern,

the group’s consolidation and the ﬁnancial statement disclosures. This provided the evidence we needed for our opinion on the consolidated

ﬁnancial statements taken as a whole.

Taken together, the components where we performed our audit work accounted for 98% of the group’s revenue and 93% of the group’s

lossbefore tax. This was before considering the contribution to our audit evidence from performing audit work at the group level, including

disaggregated analytical review procedures, which covered certain of the group’s smaller and lower risk components that were not directly

included in our group audit scope.

Our audit of the company ﬁnancial statements included substantive procedures over all material balances and transactions.

The impact of climate risk on our audit

As part of our audit procedures, we have considered the potential impact of climate change on the group’s business and its ﬁnancial statements.

The group continues to develop its assessment of the potential impacts of climate change as explained throughout the Strategic Report and

in more detail on pages 34 to 45.

As part of our audit, we have obtained management’s climate-related risk assessment and held discussions with management, together with our

own climate change experts, to understand the process of identifying climate related risks, the determination of mitigating actions and the

impact on the group’s ﬁnancial statements.

Management has assessed that the most likely impacted ﬁnancial statement line items and estimates are those associated with future cash

ﬂows since the impact of climate change is expected to become more notable in the medium to long term.

While auditing these forecast cash ﬂows, we have considered the impact of climate change and any climate change related commitments on the

potentially impacted ﬁnancial statement line items.

We have not identiﬁed any matters as part of this work which are inconsistent with the disclosures in the Annual Report or would lead to any

material adjustments to the ﬁnancial statements.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

126

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Materiality

The scope of our audit was inﬂuenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual ﬁnancial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the

ﬁnancial statements as a whole.

Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality

£14,500,000 (2023: £10,600,000). £9,200,000 (2023: 9,000,000).

How we determined it

0.5% of revenue 1% of total assets

Rationale for benchmark applied

In determining materiality, we considered both

loss before tax and revenue as the acceptable

benchmarks. We considered loss before tax

tobe an appropriate benchmark due to the

group’s focus on delivering an acceptable

short-term return. We considered total

revenue to be appropriate given the focus

ofinvestors on revenues and top line growth.

This provided a wide range of acceptable

materiality levels. In our judgement, the group

is currently experiencing volatile proﬁts or

losses with signiﬁcant one off costs, and are

experiencing declining revenues however their

operations remain largely consistent each

period. Wetherefore consider revenue to

remain anappropriate benchmark to use.

The materiality of £14.5m is approximately

0.5% of revenue.

ASOS Plc is the ultimate parent entity which

holds the group’s investments. Therefore,

theentity is not in itself proﬁt-oriented. We

consider total assets to be an appropriate

benchmark as it reﬂects the nature of the

company, which primarily acts as a holding

company for the group’s investments.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of

materiality allocated across components was between £4,400,000 and £13,775,000. Certain components were audited to a local statutory

audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Speciﬁcally, we use performance materiality in determining the scope of our audit and the nature

andextent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance

materiality was 75% (2023: 75%) of overall materiality, amounting to £10,875,000 (2023: £7,950,000) for the group ﬁnancial statements and

£6,900,000 (2023: £6,750,000) for the company ﬁnancial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation

risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identiﬁed during our audit above £725,000 (group audit)

(2023: £530,000) and £460,000 (Company audit) (2023: £450,000) as well as misstatements below those amounts that, in our view, warranted

reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis

of accounting included:

• Assessing management’s going concern model, including the base case and the severe but plausible downside case;

• Testing the reasonableness of key assumptions including sales growth and estimated gross margins based on historical performance

andexternal market data;

• Considering the magnitude and feasibility of the mitigations available in the downside case and whether these are in the control

ofmanagement;

• Considering various aspects of the business model that could impact the group’s liquidity;

• Considering the severity of the downside scenario based on historic experience;

• Reperforming a number of reverse stress tests to determine the magnitude of changes needed to key assumptions to result in there being

noliquidity headroom;

Independent Auditors’ Report to the Members

of ASOS Plc continued

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ANNUAL REPORT AND ACCOUNTS 2024

127

• Assessing the historical reliability of management’s forecasting by comparing budgeted results to actual performance;

• Validating that the cash ﬂow forecasts used to support management’s impairment, going concern and viability assessments were consistent;

• Reviewing the terms of the facility agreement and convertible bond agreements ensuring that management’s calculations of headroom

against the minimum liquidity covenant were accurate;

• Considering the impact of the post year end disposal of the Topshop and Topman brands on the future cash ﬂows; and

• Reviewing the related disclosures in the Annual Report and Accounts.

Based on the work we have performed, we have not identiﬁed any material uncertainties relating to events or conditions that, individually or

collectively, may cast signiﬁcant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least twelve

months from when the ﬁnancial statements are authorised for issue.

In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation

of the ﬁnancial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the company’s

ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the directors’ statement in the ﬁnancial statements about whether the directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the ﬁnancial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the ﬁnancial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the ﬁnancial statements, our responsibility is to read the other information and, in doing so, consider whether the

other information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the ﬁnancial statements or a material misstatement of the other information. If, based on

the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006

have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report

for the period ended 1 September 2024 is consistent with the ﬁnancial statements and has been prepared in accordance with applicable legal

requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not

identify any material misstatements in the Strategic report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies

Act2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate

governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code speciﬁed for our review.

Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other

information section of this report

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

128

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ANNUAL REPORT AND ACCOUNTS 2024

Independent Auditors’ Report to the Members

of ASOS Plc continued

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement is materially consistent with the ﬁnancial statements and our knowledge obtained during the audit, and we have nothing material to

add or draw attention to in relation to:

• The directors’ conﬁrmation that they have carried out a robust assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an

explanation of how these are being managed or mitigated;

• The directors’ statement in the ﬁnancial statements about whether they considered it appropriate to adopt the going concern basis of

accounting in preparing them, and their identiﬁcation of any material uncertainties to the group’s and company’s ability to continue to do so

over a period of at least twelve months from the date of approval of the ﬁnancial statements;

• The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why the

period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its

liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualiﬁcations

or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit

and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is

inalignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the

ﬁnancial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the ﬁnancial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the

information necessary for the members to assess the group’s and company’s position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

• The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the

Code does not properly disclose a departure from a relevant provision of the Code speciﬁed under the Listing Rules for review by the auditors.

Responsibilities for the ﬁnancial statements and the audit

Responsibilities of the directors for the ﬁnancial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the ﬁnancial

statements in accordance with the applicable framework and for being satisﬁed that they give a true and fair view. The directors are also

responsible for such internal control as they determine is necessary to enable the preparation of ﬁnancial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the ﬁnancial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the ﬁnancial statements

Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable

ofdetecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identiﬁed that the principal risks of non-compliance with laws and regulations related

to UK and overseas tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might have a material

effect on the ﬁnancial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the ﬁnancial

statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal

entries to manipulate the ﬁnancial performance of the group and management bias in accounting estimates and judgements. Audit procedures

performed by the engagement team included:

• Enquiry of management, Internal Audit and the group’s legal counsel around known and suspected fraud and non-compliance with laws and

regulations;

• Assessment of matters reported on the group’s whistleblowing helpline and results of management’s investigation of such matters;

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ANNUAL REPORT AND ACCOUNTS 2024

129

• Identifying and testing higher risk journal entries, in particular certain journal entries posted with unusual account combinations and journals

posted by senior management (none were identiﬁed)

• Incorporating elements of unpredictability to the nature or extent of audit procedures performed by us;

• Challenging assumptions made by management in its signiﬁcant and other key accounting estimates in particular in relation to inventory

provisions; and

• Reviewing ﬁnancial statement disclosures and testing to supporting documentation.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with

laws and regulations that are not closely related to events and transactions reﬂected in the ﬁnancial statements. Also, the risk of not detecting a

material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment

by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek

totarget particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to

draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the ﬁnancial statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16

of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose

or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches

not visited by us; or

• certain disclosures of directors’ remuneration speciﬁed by law are not made; or

• the company ﬁnancial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting

records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members to audit the ﬁnancial statements for the year

ended31 March 2008 and subsequent ﬁnancial periods. The period of total uninterrupted engagement is 17 years, covering the years ended

31 March 2008 to 1 September 2024.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these ﬁnancial statements

inan annual ﬁnancial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and ﬁled on the National Storage

Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual

ﬁnancial report has been prepared in accordance with those requirements.

Neil Grimes (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

5 November 2024

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130

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

52 weeks to 1 September 2024 1 September 2022 to 3 September 2023

			Adjusting items			Adjusting items
		Adjusted	(Note 3)	Total	Adjusted	(Note 3)	Total
	Note	£m	£m	£m	£m	£m	£m
Revenue	4	2,8 96. 0	9 .8	2,905 .8	3,538.0	1 1 .5	3,54 9.5
Cost of sales		(1, 6 3 8 . 7)	(10 4.6)	(1, 74 3 . 3)	(1, 974 .6)	(115 . 9)	(2 , 0 9 0 . 5)
Gross proﬁt		1,257 .3	(94.8)	1, 1 62.5	1, 5 6 3 . 4	(10 4 . 4)	1, 4 5 9. 0
Distribution expenses		(32 6 . 1)	–	(32 6 . 1)	(42 9.7)	–	(42 9.7)
Administrative expenses		(1, 0 1 4 .7)	(1 5 5 . 6)	(1,17 0 . 3)	(1,164.7)	(1 1 5. 1)	(1 ,2 7 9. 8)
Other income		2.0	–	2. 0	2.0	–	2.0
Operating loss	6	(81. 5)	(25 0. 4)	(3 31. 9)	(2 9.0)	(219.5)	(24 8. 5)
Finance income	8	12 . 0	–	12 . 0	5.0	–	5.0
Finance expenses	8	(5 6.5)	(2.9)	(5 9.4)	(4 6 .3)	(6 .9)	(5 3 . 2)
Loss before tax		(1 26.0)	(253.3)	(3 79.3)	(70.3)	(226.4)	(296. 7)
Income tax credit	9	2.6	38. 0	40.6	17.4	5 6 . 2	7 3 . 6
Loss for the ﬁnancial period		(1 23.4)	(2 1 5.3)	(338. 7)	(52.9)	(1 70.2)	(223. 1)
Loss per share				pence per share			pence per share
Basic per share	10			(28 4. 4)			(213.0)
Diluted per share	10			(28 4. 4)			(213.0)

All activities in the current and prior period are continuing.

The notes on pages 135 to 179 form an integral part of these ﬁnancial statements.

Consolidated Income Statement

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ANNUAL REPORT AND ACCOUNTS 2024

131

			1 September
		52 weeks to	2022 to
		1 September	3 September
		2024	2023
	Note	£m	£m
Loss for the financial period		(3 3 8 .7)	(223. 1)
Items that will not be reclassified to Group income statement
Net fair value losses on cash flow hedges	25	(5. 2)	(6 0 .1)
Tax on items that will not be reclassified	9	0.3	9.7
		(4 . 9)	(5 0. 4)
Items that may be subsequently reclassified to Group income statement
Net translation movements		–	(0 .3)
Net fair value gains on cash flow hedges	25	6 .7	30.5
Fair value movements reclassified from cash flow hedge reserve to Group income statement	25	(13 . 9)	1.7
Tax on items that may be reclassified	9	3 .7	(7. 7 )
		(3 . 5)	24. 2
Other comprehensive loss for the period		(8 .4)	(26 .2)
Total comprehensive loss for the period attributable to owners of the parent company		(3 47.1)	(24 9.3)

The notes on pages 135 to 179 form an integral part of these financial statements.

Consolidated Statement

of Comprehensive Income

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132

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ANNUAL REPORT AND ACCOUNTS 2024

		1 September	3 September
		2024	2023
	Note	£m	£m
Non-current assets
Goodwill and other intangible assets	11	5 14 . 0	70 0.5
Property, plant and equipment	12	283.2	362. 6
Right-of-use assets	13	254 .0	29 5.2
Investment properties	13	7 .1	10 .9
Other receivables	17	3 .7	–
Derivative financial assets	25	0. 3	4 .1
Deferred tax assets	9	6 2.5	1 7. 8
		1, 124.8	1 , 3 9 1 .1
Current assets
Inventories	15	52 0.3	76 8. 0
Assets held for sale	16	16 5. 5	–
Trade and other receivables	17	53.4	81. 4
Derivative financial assets	25	9.5	22 .4
Cash and cash equivalents	18	3 9 1.0	3 53.3
Current tax assets		6 .7	9.4
		1,1 4 6 . 4	1, 2 3 4 . 5
Current liabilities
Trade and other payables	19	(6 7 1.7)	(6 8 0. 4)
Borrowings	20	(1. 6)	(1 .5)
Lease liabilities	13	(2 7. 2)	(25 . 3)
Derivative financial liabilities	25	(6 .6)	(6.0)
Provisions	21	(2 .7)	(2.0)
Current tax liability		(4 . 2)	–
		(714. 0)	(7 15 . 2)
Net current assets		432 .4	51 9. 3
Non-current liabilities
Borrowings	20	(6 8 6 .5)	(6 7 1. 3)
Lease liabilities	13	(26 2 . 4)	(3 0 3 .7)
Derivative financial liabilities	25	(0.5)	(0.5)
Provisions	21	(8 6 .5)	(6 8. 2)
		(1,035.9)	(1,043.7)
Net assets		52 1.3	8 6 6 .7
Equity attributable to owners of the parent
Called up share capital	22	4.2	4.2
Share premium	22	322 .6	32 2.6
Other reserves	22	6 1. 9	7 3 .1
Retained earnings		13 2 . 6	4 66.8
Total equity		52 1.3	8 6 6 .7

The notes on pages 135 to 179 form an integral part of these financial statements.

The consolidated financial statements of ASOS Plc, registered number 4006623, on pages 121 to 179, were approved by the Board of Directors

and authorised for issue on 5 November 2024 and were signed on its behalf by:

José Antonio Ramos Calamonte Dave Murray

Chief Executive Officer Chief Financial Officer

Consolidated Balance Sheet

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133

				Other
		Called up	Share	reserves	Retained	Total
		share capital	premium	(Note 22)	earnings	equity
	Note	£m	£m	£m	£m	£m
As at 4 September 2023		4.2	322 .6	7 3 .1	46 6.8	8 6 6 .7
Loss for the period		–	–	–	(3 3 8 .7)	(3 3 8 .7)
Other comprehensive loss for the period		–	–	(8 . 4)	–	(8 . 4)
Total comprehensive loss for the period		–	–	(8 . 4)	(3 3 8 .7)	(3 4 7 .1)
Cash flow hedges gains and losses transferred to non-financial assets	25	–	–	(2 . 8)	–	(2 . 8)
Share-based payments charge	26	–	–	–	4 .6	4.6
Tax relating to share option scheme	9	–	–	–	(0 .1)	(0 .1)
Balance as at 1 September 2024		4.2	322 .6	6 1. 9	13 2 . 6	52 1.3
As at 1 September 2022		3.5	24 5 .7	82.4	6 83.3	1, 0 14 . 9
Loss for the period		–	–	–	(223. 1)	(223. 1)
Other comprehensive loss for the period		–	–	(26. 2)	–	(26 .2)
Total comprehensive loss for the period		–	–	(2 6. 2)	(223. 1)	(24 9 .3)
Cash flow hedges gains and losses transferred to non-financial assets	25	–	–	16 . 9	–	16 .9
Share issue	22	0 .7	76 .9	–	–	7 7. 6
Share-based payments charge	26	–	–	–	6.4	6.4
Tax relating to share option scheme	9	–	–	–	0. 2	0.2
Balance as at 3 September 2023		4.2	32 2.6	7 3 .1	4 66 .8	8 6 6.7

Retained earnings includes the share-based payments reserve, and employee benefit trust reserve.

Consolidated Statement of Changes in Equity

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		1 September
	52 weeks to	2022 to
	1 September	3 September
	2024	2023
	£m	£m
Cash flows from operating activities
Operating loss	(3 31. 9)	(248.5)
Adjusted for:
Depreciation of property, plant and equipment, right-of-use assets and investment property	55.0	6 7. 8
Amortisation of other intangible assets	11 7. 3	1 0 4 .7
Impairment charges on non-financial assets	11 9 . 9	3 2 .1
Share-based payments charge (net of amounts capitalised)	3.4	5.2
Other non-cash items	(0 .8)	1. 8
Decrease in inventories	2 47. 7	310. 4
Decrease in trade and other receivables	22. 9	12 . 7
Decrease in trade and other payables	(18 . 2)	(3 0 4 . 9)
Increase in provisions	2.4	16 . 8
Cash generated from/(used in) operating activities	2 1 7. 7	(1. 9)
Net income tax received	10. 3	1 8.3
Net cash generated from operating activities	228.0	16.4
Cash flows from investing activities
Purchase of other intangible assets	(9 7 .1)	(13 6 . 2)
Purchase of property, plant and equipment	(3 6 . 4)	(41 . 7)
Interest received	11 . 3	4.5
Net cash used in investing activities	(122 . 2)	(17 3 . 4)
Cash flows from financing activities
Proceeds from issue of ordinary shares	–	7 7. 6
Proceeds from borrowings	–	2 0 0.0
Drawdown of revolving credit facility	–	25 0.0
Repayment of borrowings	(0.5)	(2 51.7)
Refinancing amendment fees paid	–	(30.8)
Repayment of principal portion of lease liabilities	(25 . 5)	(22 . 4)
Interest paid	(4 2 . 6)	(3 3 .6)
Net cash (used in)/generated from financing activities	(6 8. 6)	1 8 9 .1
Net increase in cash and cash equivalents	3 7. 2	3 2 .1
Opening cash and cash equivalents	353.3	323.0
Effect of exchange rates on cash and cash equivalents	0.5	(1. 8)
Closing cash and cash equivalents	39 1.0	3 53.3

Consolidated Cash Flow Statement

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135

1 GENERAL INFORMATION

ASOS Plc (“the Company”) and its subsidiaries (together, “the Group”) is a global fashion retailer. The Company is a public limited company whose

shares are publicly traded on the London Stock Exchange. The Company is incorporated and domiciled in the UK and the address of its registered

office is Greater London House, Hampstead Road, London NW1 7FB.

The financial period represents the 52 weeks to 1 September 2024 (prior financial period: 1 September 2022 to 3 September 2023). The financial

information comprises the results of the Company and its subsidiaries.

Within these consolidated financial statements, “2024” refers to the 52 weeks to 1 September 2024, or as at 1 September 2024; and “2023”

refers to the financial period 1 September 2022 to 3 September 2023, or as at 3 September 2023.

2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS)

and with the requirements of the Companies Act 2006 and the Listing Rules as applicable to companies reporting under those standards.

The financial statements have been prepared under the historical cost basis of accounting, excluding derivative financial instruments which are

held at fair value. The financial statements are presented in sterling and all values are rounded to the nearest million pounds except where

otherwise indicated.

Material accounting policies have been included in the relevant notes to which the policies relate, and those relating to the financial statements as

a whole can be read further below. Unless otherwise stated, significant accounting policies have been applied consistently to all periods

presented in the financial statements.

2.2 Going concern

The Directors are satisfied that the Group has sufficient resources to continue in operation for a period of at least 12 months from the date of

approval of the financial statements, and therefore continue to adopt the going concern basis in preparing the financial statements. To support

this assessment, detailed cash flow forecasts were prepared for the 18-month period to February 2026.

In assessing the Group’s going concern position, the Directors have considered the Group’s detailed budgeting and forecasting process which

reflects the Group’s financial performance, position, and cash flows over the going concern period (the base case). These cash flow forecasts

represent the Directors’ best estimate of trading performance and cost implications in the market based on current agreements, market

experience and consumer demand expectations. In conjunction with this, the Directors considered the Group’s business activities and principal

risks, reviewing the Group’s cash flows, liquidity positions and borrowing facilities for the going concern period.

At 1 September 2024, the Group was fully drawn on the £200m term loan with Bantry Bay, and had an undrawn Revolving Credit Facility (“RCF”) of

£17m, with a maturity of April 2026, along with £500m convertible bonds with a maturity of April 2026. The review included the continued

availability of borrowings following the post balance sheet repurchase, amendment and extension of both the convertible bond and Bantry Bay

debt facilities, details of which can be found in Note 30. Following the partial term loan repayment and changes to the Bantry Bay agreement, the

assessment included an opening balance of drawn Bantry Bay debt facility of £150m (with equivalent undrawn RCF of £29m) and £327m of

convertible bonds (of which £74m held a maturity date of April 2026) within the liquidity forecast.

The Group has previously been subject to a minimum liquidity threshold of £90m, which has been removed as part of the new agreement and

therefore the only covenant applicable, and primary test in the assessment, is that the Group must remain in a positive liquidity position.

Key assumptions – forecasting business cash flows

The assessment of the Group’s going concern position required significant management judgement, including in determining the key assumptions

that have the greatest impact on forecasts of future business performance and the range of reasonably possible outcomes of those

assumptions. The economic environment has remained challenging throughout FY24 with cost of living pressures continuing to impact customer

spending and sentiment, however there have been improvements experienced in both the macro environment and ASOS share performance in Q4

of FY24. The future impact that the economic environment will have on ASOS performance however is uncertain, so for the purposes of the

Group’s going concern assessment, the Directors have therefore made assumptions on the likely future cash flows in the uncertain macro

environment.

The assumptions considered include the full transition to the Group’s new commercial model, as well as a sustained marginal recovery in the

macro trading environment, with the online fashion market assumed to experience low single digit % growth on an aggregated basis across the

Group’s key territories. The base case assumes a less aggressive share loss in FY25 than experienced in FY24 owed to recent performance and

the success of the adoption of the new commercial model, with assumed ASOS sales growth rates of -5% to -10%, returning to double digit YoY

growth by the end of the assessment period. Improvements in adjusted gross margin of at least 300bps vs FY24 are assumed during FY25 with

further YoY growth in H1 FY26 of c.200bps. These forecasted cash flows include the ongoing impact of the disposal of the Topshop and Topman

brands from the Group.

Aligned to the Group’s principal risks, the Directors have also considered various severe but plausible downside scenarios against the base case,

comprising of the following assumptions:

• Sales growth reduction;

• Gross margin reduction;

• Potential working capital cash impacts.

Notes to the Consolidated Financial Statements

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Notes to the Consolidated Financial Statements continued

The downside scenarios are considered across both FY25 and H1 FY26, with the greater degree of assumption-based improvements and

subsequent volatility in the outer periods commanding more severe downside sensitivities. Sensitivities mapped against the base case within the

downside case are highlighted below:

Downside vs base case	FY25	H1 FY26
Sales	(8)%	(20)%
Gross Margin	(320)bps	(400)bps
Working Capital impact (average)	£(88)m	£(77)m

Should the Group see such significant events unfold it has several mitigating actions it can implement to manage its liquidity risk, such as deferring

capital investment spend, deferring or reducing stock intake to match the sales reduction, and implementing further cost management to

maintain a sufficient level of liquidity headroom during the going concern period. The combined impact of the above downside scenarios and

mitigations does not trigger a liquidity breach at any point in the going concern period.

Reverse stress tests have also been performed on both the Group’s revenue and gross margin. The tests under consideration hold all metrics in

line with the downside case highlighted above, analysing how far the stress metric would need to decline against the base case to cause a liquidity

event. Such results would have to see over a 22% decline in sales over the base case or an aggregate decline in gross margin rate from the base

case of over 550bps across the entire assessment period. Both are considered remote based on results of previous significant economic events

and recent trading performance, particularly on the basis that the Group is annualising the challenging market conditions in FY24.

In assessing the group’s ability to continue as a going concern the directors have considered climate change risks as disclosed within Task Force

on Climate-related Financial Disclosures (TCFD) report on pages 34 to 45. Specifically the disclosed impacts represent unmitigated scenarios

that do not reflect the Group’s proactive risk management or strategic initiatives. Any potential impacts within the going concern period are not

considered material and are significantly lower than the disclosed reasonable worst case that takes into account all matters of which the Group

is currently aware, including potential climate-related impacts, and are within the reverse stress test tolerances. As a result, climate risks are

effectively encompassed within the scenarios already modelled and it is not considered that climate-related risks affect the Group’s ability to

continue as a going concern.

The Directors have also considered the £74m convertible bonds that mature in April 2026 (outside of the assessment window) and concluded that

they can be repaid within both a base case and downside scenario. The Group is also subject to a springing maturity clause in the term loan facility

in April 2026, conditional upon forward projection of base case cash flows, which was also considered as part of the assessment and is not

expected to be triggered.

Based on the above, the Directors have concluded that, on the basis of there being liquidity headroom under both the base case and downside

scenarios, and the consideration that the reverse stress test scenario is remote, it is appropriate to adopt the going concern basis of accounting

in the preparation of the Group’s annual financial statements, with no material uncertainty to disclose.

2.3 Climate change within the financial statements

In preparing the Group’s financial statements, consideration has been given to the impact of both physical and transition climate change risks, as

described within the Task Force on Climate-Related Financial Disclosures (TCFD) section on pages 34 to 45, and how these may impact the

financial statements. The scenarios and time horizons included within the Group’s TCFD disclosures are useful for assessing the Group’s potential

climate-related risks and opportunities, but are based on unmitigated assumptions. This means that they explore the potential impacts of climate

on the business without assuming the implementation of any additional mitigation efforts by either the Group or its stakeholders (e.g.

governments or industries) to reduce the likelihood of these risks being realised. These scenarios are exploratory in nature and are not

predictions or forecasts. They rely on assumptions based on the current understanding of climate trends, with the recognition that actual

outcomes may vary as policies, technologies, and market responses continue to develop. While it is not believed that these climate change risks

have a material impact on the financial statements, further narrative disclosure has been provided in the following notes:

• Going Concern – Note 2.2

• Significant accounting judgements and estimates – Note 2.7

• The recognition of deferred tax assets - Note 9

• Property, plant and equipment – Note 12

• Impairment of non-financial assets – Note 14

• Provisions – Note 21

It is recognised that the uncertainty and complexity of these issues may make it challenging to fully capture their potential impact. The ongoing

assessment of these risks will be refined in future financial statements as they become clearer, taking into account the requirements of UK-

adopted international accounting standards.

2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES – CONTINUED

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2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES – CONTINUED

2.4 Basis of consolidation

a) Subsidiaries

Subsidiary undertakings are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities

of the entity. The results of subsidiaries are included in the income statement from the date of acquisition or, in the case of disposals, up to the

effective date of disposal. Intercompany transactions and balances between Group companies are eliminated upon consolidation.

A list of all the subsidiaries of the Group is included on page 186. All apply accounting policies which are consistent with those of the rest of the

Group.

The Employee Benefit Trust and Link Market Trust Services Limited (“The Trusts”) are separately administered discretionary trusts, the assets of

which mainly comprise shares in the Company. The assets, liabilities, income and costs of the Trusts are consolidated by the Group.

b) Foreign currencies

Foreign currency transactions

The consolidated financial statements are presented in pound sterling, which is the ultimate parent company’s functional currency. Transactions

in foreign currencies are translated into pound sterling at the exchange rate on the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies at the balance sheet date are translated at the exchange rate ruling at that date. Foreign exchange

differences arising on translation are recognised in the income statement.

Foreign operations

On consolidation, the assets and liabilities of the Group’s foreign operations are translated into pound sterling at exchange rates prevailing at the

year-end date. Profits and losses are translated at average exchange rates for the relevant accounting periods. Exchange differences arising

are recognised in the Group statement of comprehensive income/(loss) and are included in the Group’s translation reserve.

2.5 New accounting standards

The Group adopted the following accounting standards and amendments during the year with no material impact:

• IFRS 17 Insurance Contracts

• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

• Definition of Accounting Estimates – Amendments to IAS 8

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The application of these new interpretations and amendments did not have a material impact on the financial statements.

The Group is assessing the impact of the following standards, interpretations and amendments that are not yet effective:

• Amendments to the IFRS for SMEs Accounting Standard – International Tax Reform – Pillar Two Model Rules

• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases

• Classification of liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of

Financial Statements

• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements

• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

• IFRS S2 Climate-related Disclosures

• Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

• Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7

Financial Instruments: Disclosures

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 Consolidated Financial

Statements and IAS 28 Investments in Associates and Joint Ventures

The Group has considered the impact of the remaining above standards and revisions and has concluded that they will not have material impact

on the Group’s financial statements, with the exception of IFRS 18 which is under review.

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Notes to the Consolidated Financial Statements continued

2.6 Alternative Performance Measures (APMs)

In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not intended to

be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly

comparable with other companies’ APMs.

The Directors believe that these APMs provide additional useful information for understanding the financial performance and health of the

Group. They are also used to enhance the comparability of information between reporting periods (such as adjusted profit) by adjusting for

non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance. Consequently,

APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes.

The income statement shows the items excluded from adjusted profit with a more detailed analysis of the adjustments set out in Note 3. Other

APMs that the Group has focused on in the period are defined and reconciled on pages 188 to 193. All of the APMs relate to the current period’s

results and comparative periods.

2.7 Significant accounting judgements and estimates

The preparation of the Group’s financial statements requires the use of judgements, estimates and assumptions in applying the Group’s

accounting policies to determine the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of future

events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any revisions to

accounting estimates are applied prospectively. The Audit Committee considers estimates and judgements made by management, as detailed in

the Audit Committee Report on pages 96 to 101.

Key sources of estimation uncertainty

The key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material adjustment to the

carrying amount of assets and liabilities within the next financial period are as below:

• Impairment of non-financial assets – refer to Note 14

• Inventory valuation – refer to Note 15

• Recognition of deferred tax assets – refer to Note 9

The recognition of deferred tax assets has been added as a key source of estimation uncertainty this year.

Critical accounting judgements

Critical judgements, apart from those involving estimations, that are applied in the preparation of the consolidated Group financial statements

are discussed below:

• Going concern – refer to Note 2.2

• Identification of adjusting items – refer to Note 3

• Lease term – refer to Note 13

Impact of climate change on the Group’s judgements and estimates

In assessing the Group’s judgements and sources of estimation uncertainty, consideration has been given to the impact of climate change risk on

these. It is not considered that climate change risks have any material impacts on the Group’s judgements or sources of estimation uncertainty

for the following reasons:

Estimate/judgement	Explanation
Impairment of non-financial assets	•	Refer to Note 14
Inventory valuation	•	Inventory is a current asset, and therefore by definition expected to be sold within one year. The
		Group has considered the FY25 impacts of the considered climate risks, and concluded that there is
		not a material risk to inventory valuation.
Recognition of deferred tax assets	•	Refer to Note 9
Going concern	•	Refer to Note 2.2
Identification of adjusting items	•	Relates to in-year activity therefore not impacted by climate change.
Identification of lease terms	•	Judgement related to the Group’s lease portfolio, for which the risk from climate change is not
		considered material. The warehouses and head office sites are located in areas which the Group
		would not expect to be physically impacted by climate change.

2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES – CONTINUED

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3 ADJUSTED PROFIT BEFORE TAX

Critical accounting judgement – identification of adjusted items

In order to provide shareholders with additional insight into the year-on-year performance of the business, an adjusted measure of profit is

provided to supplement the reported IFRS numbers, and reflects how the business measures performance internally. Adjusted items are those

which are significant either by virtue of their size and/or nature, the inclusion of which could distort comparability between periods. The

assessment is made both on an individual basis and, if of a similar type, in aggregate.

The assessment of whether to adjust certain items requires judgement, and covers the nature of the item, the cause of its occurrence and the

scale of impact of that item on reported performance and individual financial statement line items, as well as consistency with prior periods. The

same assessment is applied consistently to any reversals of prior adjusting items. Adjusted profit before tax is not an IFRS measure and therefore

not directly comparable to other companies.

Income statement
2024
			Administrative	Finance
	Revenue	Cost of sales	expenses	expenses	Total before tax	Tax	Total
	£m	£m	£m	£m	£m	£m	£m
Commercial operating	9.8	(104.6)	–	–	(94.8)	23.6	(71.2)
model change
Property-related costs	–	–	(141.5)	(2.9)	(144.4)	3 6.1	(108.3)
Other strategic initiatives	–	–	(3.4)	–	(3.4)	0.9	(2.5)
Amortisation of acquisition	–	–	(10.7)	–	(10.7)	2.7	(8.0)
intangibles
Unrecognised deferred tax	–	–	–	–	–	(25.3)	(25.3)
assets	9.8	(104.6)	(155.6)	(2.9)	(253.3)	38.0	(215.3)
2023			Administrative
	Revenue	Cost of sales	expenses	Finance expenses	Total before tax	Tax	Total
	£m	£m	£m	£m	£m	£m	£m
Commercial operating	11.5	(130.0)	(14.7)	–	(133.2)	33.2	(100.0)
model change
Property-related costs	–	–	(60.2)	(0.5)	(60.7)	15.2	(45.5)
Other strategic initiatives	–	–	(24.6)	(6.4)	(31.0)	7.4	(23.6)
Amortisation of acquisition	–	–	(10.7)	–	(10.7)	2.7	(8.0)
intangibles
Other items	–	14.1	(4.9)	–	9.2	(2.3)	6.9
	11.5	(115.9)	(115.1)	(6.9)	(226.4)	56.2	(170.2)

Cash flow statement

The total cash flow impact of adjusting items is as follows:

	2024	2023
	£m	£m
Commercial operating model change	0.2	3.5
Other strategic initiatives	(20.4)	(56.9)
Total adjusting items within operating cash flow	(20.2)	(53.4)

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Notes to the Consolidated Financial Statements continued

Commercial operating model change

During the prior period, the Board approved the introduction of a new commercial operating model. The new model involves a more disciplined

approach to intake, increased speed to market and clearing product more quickly to reduce the Group’s inventory requirement, increase full

price sales and hence gross margin, and improve customer engagement. To unlock these benefits, the Group has had to clear old stock acquired

under its previous ways of working via clearance routes, resulting in additional costs recognised in the prior period of £133.2m.

The Group has been transitioning to the new model throughout the period, utilising increased discounting during the first half to accelerate the

clearance of aged stock. In the second half of the period, the Group tested the suppression of remaining older stock to increase the full-price

sales mix in line with the new operating model principles. The increases in gross margin were in line with those anticipated as part of the new

operating model. As a result, a decision was taken to recognise a provision against this inventory with a view to fully removing from the website

and selling via clearance routes, allowing the Group to operate fully on the new model from the beginning of the next financial year.

Additional net costs were recognised in the current period totalling £93.0m. The remaining net cost of £1.8m relates to the sell through of

inventory written down in the prior period. Net expenditure incurred to date in relation to the commercial model change totals £228.0m, across

2023 and 2024.

Property-related costs

Adjusted property-related costs comprise the following, of which £141.8m relates to the closure of the Lichfield fulfilment centre, announced

during the current period:

	2024	2023
	£m	£m
Impairment of property, plant and equipment (a)	(97.7)	(5.6)
Impairment of intangible assets (a)	(2.2)	(1.7)
Impairment of right-of-use assets (a)	(15.8)	(20.0)
Impairment of investment property (a)	(4.2)	(1.3)
Non-capitalised asset spend (b)	(16.5)	–
Onerous occupancy costs (c)	(5.3)	(18.3)
Accelerated depreciation (d)	–	(7.6)
Recognition of net investment in lease receivable (e)	4.4	–
Other closure costs (f)	(7.1)	(6.2)
	(144.4)	(60.7)

a) Impairment of assets following activity to vacate sites the Group operates from, which for the current period predominantly relates to the

Group’s Lichfield fulfilment centre. During the current period, the Board approved the commencement of a process to mothball the Lichfield

fulfilment centre, following completion of the automation project in this period. The site is not yet being actively marketed, however during the

period the Group commenced and completed activities to vacate and mothball the site. The recoverable amount for the Lichfield fulfilment

centre was based on its value-in-use, and determined to be £nil on the basis that the site would be mothballed. Investment property amounts

relate to impairments on vacant office space.

b) Following activity to commence vacating the Lichfield fulfilment centre at the end of January 2024, the Group considered whether subsequent

committed spend to complete the automation could be capitalised and concluded not, on the basis that it was no longer probable that the

spend would result in future economic benefits. The spend has therefore been recognised in the income statement during the period, outside of

adjusted profit. Prior to this date, the spend incurred was considered capital.

c) Onerous contract costs that the Group is contractually committed to due to being party to a lease on a site agreed to be exited. Upon initial

recognition of such provisions, management uses its best estimates of the relevant costs to be incurred as well as expected closure dates. This

excludes business rates on leased property which are recognised in the period they are incurred.

d) Where sites are to be vacated in a later period, the remaining useful economic lives of corresponding sites are reassessed to align with closure

dates, resulting in an acceleration in depreciation of these assets. The accelerated depreciation (over and above the charge absent the

closure decision) is recognised within adjusting items.

e) During the period, the Group sublet its distribution centre in Austell, which had been vacated and therefore impaired in the prior period. The

sublet constitutes the remaining term of the lease and therefore constitutes a finance lease under IFRS 16 “Leases”. A lease receivable (within

other receivables on the balance sheet) has therefore been recognised, with a net income statement gain of £4.4m.

f) Includes costs associated with vacating sites, such as severance and stock transfers, as well as business rates and interest costs on

vacant sites.

3 ADJUSTED PROFIT BEFORE TAX – CONTINUED

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141

Other strategic initiatives

After the period end date, on 5 September 2024, the Group announced that it had entered into a binding agreement with a subsidiary of

Heartland A/S to sell the Topshop and Topman brand names from ASOS. Costs of £3.4m have therefore been recognised, relating to consultancy

and other professional costs. The transaction subsequently completed on 9 October 2024. Refer to Note 30 for more information.

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets is adjusted for as acquisitions are outside business-as-usual operations for ASOS. These assets would

not normally be recognised outside of a business combination, therefore the associated amortisation is adjusted.

Unrecognised deferred tax assets

Deferred tax assets of £52.3m were not recognised in the period and were instead recognised in the income statement. Of the amounts

unrecognised, £25.3m was attributed to losses excluded from adjusted profit. Further information is included in Note 9.

4 REVENUE

Accounting policy

Revenue arises from the sale of goods and services in the ordinary course of the Group’s activities, net of returns, related discounts and value

added taxes. Revenue is recognised when performance obligations are satisfied, at the transaction price allocated to that obligation. Further

information is included below.

Retail sales

Retail sales represent the majority of the Group’s revenue, and consist of internet sales. Revenues for goods are recognised on dispatch to the

customer instead of delivery to the customer for practical reasons. The impact of this is assessed at each reporting period and is immaterial to

Group revenue and profits. Where consideration has been received in advance of the performance obligation being satisfied (such as gift card

sales or unshipped sales), a contract liability is recognised.

Returns are provided for as a reduction to revenue when sales are recorded, based on management’s best estimate of the amount required,

taking into account historical trends and past experience. A refund liability is recognised within trade and other payables, and a separate right of

return asset is recognised and included within inventory which represents the right to recover product from the customer.

Revenue from other services

Revenue from other services relates to premier subscription revenue, marketing revenue earned from the website, commission revenue, delivery

receipt payments and revenue recognised in relation to wholesale sales and jobber sales.

Revenue relating to the Group’s ASOS Premier subscription (which span a year) is recognised on a straight-line basis throughout the year’s

subscription. Revenue from marketing services is recognised as performance obligations are completed in line with the terms and conditions of

each contract.

Commission revenue relates to the sale of third-party products where it has been determined that the Group is acting as an agent. Sales

commission from third parties is recognised when the related goods or services are sold.

In line with retail sales, delivery receipts and wholesale revenue are recognised on dispatch to the customer instead of at delivery. The impact is

not material to the Group’s results.

	2024	2023
	£m	£m
Retail sales	2,760.5	3,388.2
Premier subscription revenue	21.1	24.7
Marketing and other services 1	31.7	20.7
Delivery receipts	62.6	72.7
Wholesale revenue	29.9	43.2
	2,905.8	3,549.5

1 Marketing and other services includes commission income.

3 ADJUSTED PROFIT BEFORE TAX – CONTINUED

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Notes to the Consolidated Financial Statements continued

5 SEGMENTAL ANALYSIS

IFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reporting on components of the Group that

are regularly reviewed by the Chief Operating Decision-Maker to allocate resources to the segments and to assess their performance.

The Chief Operating Decision Maker has been determined to be the Management Committee. It is the Management Committee that reviews the

Group’s internal reporting in order to assess performance and allocate resources across the business. In doing so, the Management Committee

reviews performance across the Group via a number of sources, comprising regular monthly management accounts, and ad hoc analysis that

provides deep dives into different areas, including territory, brands and revenue streams.

In determining the Group’s operating segments, management has considered the level of information which is regularly reviewed by the

Management Committee. Information regularly reviewed by the Management Committee is at a consolidated Group level only, with some

disaggregated revenue information and associated metrics provided for the geographical territories of the UK, the US, Europe and the Rest of

the World. However, decisions on resource allocation are not made based on this information. Such decisions are made on ad hoc analysis,

separately provided to the Management Committee, and does not constitute information that is either regularly provided to, nor reviewed by,

the Management Committee. As a result, it has been concluded that the Group has only one operating segment (the Group level).

The following sets out the Group’s revenue in the key geographic markets in which customers are located:

			2024
	UK	EU	US	Rest of World	Total
	£m	£m	£m	£m	£m
Retail sales	1,270.4	977.8	298.2	214.1	2,760.5
Income from other services	63.2	30.6	40.6	10.9	145.3
Total revenue	1,333.6	1,008.4	338.8	225.0	2,905.8
Cost of sales					(1,743.3)
Gross profit					1,162.5
Distribution expenses					(326.1)
Administrative expenses					(1,170.3)
Other income					2.0
Operating loss					(331.9)
Finance income					12.0
Finance expenses					(59.4)
Loss before tax					(379.3)
Non-current assets 1	668.6	175.0	183.2	–	1,026.8

			2023
	UK	EU	US	Rest of World	Total
	£m	£m	£m	£m	£m
Retail sales	1,494.6	1,127.3	443.6	322.7	3,388.2
Income from other services	59.8	29.4	57.5	14.6	161.3
Total revenue	1,554.4	1,156.7	5 01.1	337.3	3,549.5
Cost of sales					(2,090.5)
Gross profit					1,459.0
Distribution expenses					(429.7)
Administrative expenses					(1,279.8)
Other Income					2.0
Operating loss					(248.5)
Finance income					5.0
Finance expenses					(53.2)
Loss before tax					(296.7)
Non-current assets 1	994.1	177.9	162.0	–	1,334.0

1 Non-current assets above exclude goodwill, derivative financial assets and deferred tax assets.

Due to the nature of its activities, the Group is not reliant on any individual major customers.

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6 OPERATING LOSS

Operating loss is stated after charging/(crediting):
	2024	2023
	£m	£m
Depreciation and amortisation:
Property, plant and equipment	28.9	31.4
Right-of-use assets	25.1	35.9
Investment properties	1.0	0.5
Other intangible assets	117.3	104.7
Impairment of non-financial assets:
Property, plant and equipment	97.7	5.6
Right-of-use assets	15.8	20.0
Investment properties	4.2	1.3
Other intangible assets	2.2	5.2
Onerous contract charges	5.3	18.3
Net foreign exchange gains	2.1	–
Expense relating to short-term leases	1.0	2.3
Expense relating to leases of low value assets that are not shown above as short-term leases	0.3	0.4
Sub-let income relating to leases under IFRS 16	(1.5)	(1.4)
Gain on recognition of net investment in lease receivable	(4.4)	–

	2024	2023
	£m	£m
Auditors' remuneration:
Audit and audit-related services:
Statutory audit of parent company and consolidated financial statements	1.4	1.1
Statutory audit of the Company’s subsidiaries pursuant to legislation	0.2	0.2
	1.6	1.3

Costs relating to the audit of the parent company are borne by ASOS.com Limited. The policy for the approval of non-audit fees is set out in the

Audit Committee Report on pages 96 to 101. Costs related to non-audit services provided by the Group’s auditors were £1.0m (2023: £0.3m), the

majority of which are in relation to work associated with the sale of the Topshop and Topman brands, see Note 30 for further detail.

7 EMPLOYEE COSTS

7.1. Employee benefit expenses

	2024	2023
	£m	£m
Wages and salaries including bonus and termination benefits	186.1	192 .1
Social security costs	21.6	21.5
Pension costs	7.7	8.3
Share-based payment charges	4.6	6.4
Gross total	220.0	228.3
Less: staff costs capitalised in relation to capitalised projects	(64.6)	(58.3)
	155.4	170.0

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Notes to the Consolidated Financial Statements continued

7.2. Average employee numbers (including Directors)

	2024	2023
By activity:
Fashion	921	1,120
Operations	1,168	1,249
Technology	938	983
	3,027	3,352

Details of key management compensation can be found in Note 27 and within the Directors’ Remuneration Report on pages 102 to 115.

8 FINANCE INCOME AND EXPENSES

Accounting policy

Finance income and expenses are recognised in the consolidated income statement for financial instruments measured at amortised cost, using

the effective interest rate method.

Finance expenses directly attributable to the acquisition or construction of qualifying assets are capitalised. Qualifying assets are those that

necessarily take a substantial period of time to prepare for their intended use, and for the Group relate to the automation projects within its

fulfilment centres.

	2024	2023
	£m	£m
Finance income
Interest on deposits	12.0	5.0
Finance expenses
Interest on borrowings	(58.5)	(50.8)
IFRS 16 lease interest	(5.5)	(5.6)
Provisions – unwind of discount	(3.1)	(1.6)
Interest capitalised	7.7	4.8
Total finance expenses	(59.4)	(53.2)
Net finance expenses	(47.4)	(48.2)

9 TAXATION

Accounting policy

Current tax

Current tax is accounted for on the basis of tax laws enacted or substantively enacted at the balance sheet date. Current tax is charged

or credited to the income statement, except when it relates to items charged to equity or other comprehensive income.

Deferred tax

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the

tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to the income

statement, except when it relates to items charged or credited directly to equity or other comprehensive income.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent

that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities

are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other

assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that

sufficient taxable profits will be available to allow all or part of the asset to be recovered.

7 EMPLOYEE COSTS – CONTINUED

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145

Current and deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current

tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority, on either the taxable

entity or different taxable entities, and where there is an intention to settle the balances on a net basis.

Significant source of estimation uncertainty – Recognition of deferred tax assets

In accordance with IAS 12 “Income Taxes”, the Company recognises deferred tax assets to the extent that it is probable that future taxable profit

will be available, against which the deductible temporary differences and the carry-forward of unused tax losses can be utilised. In line therefore

with the judgements and estimates disclosed with going concern (refer Note 2) and impairment (refer Note 14), the recognition of deferred tax

assets requires the Group to make significant estimates about the future profitability of its operations.

In determining the amount of deferred tax assets recognised, management makes estimates of future taxable profits and the likelihood of their

being recovered within a reasonably foreseeable timeframe, being a minimum of five years, aligned to the Group’s strategic planning process.

In making these estimates, management considers the current and projected financial performance of the Group, including profit margins,

revenue growth, and cost management strategies, which are derived from management forecasts and consistent with those used as part

of the Group’s going concern and impairment assessments. Risk adjustments are then applied, with a greater adjustment applied to periods

where there is less evidence of profits, in particular, those further in the future. The Group also considers the timing and amount of deductible

temporary differences. As at 1 September 2024, the Group has net deferred tax assets of £114.8m of which £62.5m have been recognised.

A further £52.3m of deferred tax assets in relation to losses have not been recognised.

The deferred tax assets have no expiry date and the Group believes that it is probable that future taxable profits, together with the reversal of

existing temporary differences, will be sufficient to utilise the recognised deferred tax assets, however actual outcomes could differ from these

estimates due to changes in the factors mentioned above. A movement of +/-10% in the forecast taxable profits would increase/decrease the

amount of deferred tax asset recognised by £7.8m, and is considered a reasonable possible change.

The deferred tax assets unrecognised relate to losses on a mix of adjusted and non-adjusted items. Therefore the charge relating to the

unrecognised deferred tax asset has been apportioned between adjusted and unadjusted profit in proportion to the total tax losses arising

within each category, with £25.3m recognised outside adjusted profit, and £27.0m within adjusted profit.

9.1 Income statement

	2024	2023
	£m	£m
Current period UK tax	–	–
Current period overseas tax	3.6	3.4
Adjustment in respect of prior period corporation tax	(4.4)	(4.1)
Total current tax credit	(0.8)	(0.7)
Origination and reversal of temporary differences	(42.4)	(73.2)
Adjustment from changes in tax rates	–	(0.1)
Adjustment in respect of prior periods	2.6	0.4
Total deferred tax credit	(39.8)	(72.9)
Total income tax credit in income statement	(40.6)	(73.6)
Analysed as:
Tax on adjusted loss	(2.6)	(17.4)
Tax on items excluded from adjusted loss	(38.0)	(56.2)
Total income tax credit in income statement	(40.6)	(73.6)
Effective tax rate	10.7%	24.8%

9 TAXATION – CONTINUED

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Reconciliation of tax credit

The effective tax rate of 10.7% (2023: 24.8%) is lower than (2023: higher than) the rate of corporation tax in the UK of 25.0%

(2023: 21.5%). The differences are explained below:

	2024	2023
	£m	£m
Loss before tax	(379.3)	(296.7)
Tax on loss at standard rate of UK corporation tax of 25% (2023: 21.5%)	(94.8)	(63.8)
Effects of:
Expenses not deductible for taxation purposes	2.0	3.9
Tax incentives	–	(1.1)
Rate differences: overseas tax	0.2	0.5
UK tax rate differential	–	(10.0)
Tax adjustments on share-based payments	1.3	0.6
Adjustment in respect of prior years	(1.6)	(3.7)
Unrecognised losses	52.3	–
Total tax credit in the income statement	(40.6)	(73.6)

On 11 July 2023, the government of the UK, where the parent company is incorporated, enacted the Pillar Two income taxes legislation effective

from 1 January 2024. Under the legislation, the parent company will be required to pay, in the UK, top-up tax on profits of its subsidiaries and any

UK profits that are taxed at an effective tax rate of less than 15%. The introduction of this legislation is not anticipated to have a material impact

on the financial position of the Group since the countries in which the Group has operations, including the UK, all pay taxes above 15% and

forecasts support the expectation that, after considering relevant adjustments, this will continue to be the case. Had the rules applied to the

period ended 1 September 2024, the transitional safe harbours would have applied such that no top-up taxes arose. The Group continues to

assess the impact of the Pillar Two income taxes legislation on its future financial performance. The Group has applied the exception under IAS 12

‘Income Taxes’ to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

9.2 Tax recognised in other comprehensive income

	2024	2023
	£m	£m
Deferred tax credit on movement of derivative financial instruments	(4.0)	(2.0)

9.3 Tax recognised in the statement of changes in equity

	2024	2023
	£m	£m
Deferred tax charge/(credit) on movement in tax base of share options	0.1	(0.2)

9 TAXATION – CONTINUED

Notes to the Consolidated Financial Statements continued

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9 TAXATION – CONTINUED

9.4 Deferred tax analysis

The movements in deferred tax assets and liabilities during the financial period, prior to the offsetting of the balances within the same tax

jurisdiction, are shown below:

						Research
						and
	Accelerated		Derivatives		Corporate	development
	capital	Share-based	and foreign		Interest	expenditure
	allowances	payments	exchange	Losses	Restriction	credit	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m
As at 1 September 2022	(26.9)	(1.0)	(7.7)	–	–	(18.2)	(4.4)	(58.2)
(Charge)/credit to income statement	(7.4)	0.6	–	84.9	–	(2.6)	(2.6)	72.9
Credit to other comprehensive income	–	–	2.0	–	–	–	–	2.0
Credit to equity	–	0.2	–	–	–	–	–	0.2
Balance sheet credit for withheld tax	–	–	–	–	–	0.9	–	0.9
As at 3 September 2023	(34.3)	(0.2)	(5.7)	84.9	–	(19.9)	(7.0)	17.8
(Charge)/credit to income statement	10.6	(0.6)	–	3.9	23.7	2.1	0.1	39.8
Credit to other comprehensive income	–	–	4.0	–	–	–	–	4.0
Charge to equity	–	(0.1)	–	–	–	–	–	(0.1)
Balance sheet credit for withheld tax	–	–	–	–	–	1.0	–	1.0
As at 1 September 2024	(23.7)	(0.9)	(1.7)	88.8	23.7	(16.8)	(6.9)	62.5

The other deferred tax liability comprises:

	2024	2023
	£m	£m
Unpaid pension expenses	0.4	0.4
Capitalised borrowing costs	(5.8)	(5.4)
Temporary differences arising on acquired customer relationships	(3.4)	(4.1)
Temporary deductions arising on the amortisation of acquired brands	(1.1)	(0.8)
Temporary differences arising as a result of IFRS 16	3.0	2.9
	(6.9)	(7.0)

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

deferred tax balances (after offset):

	2024	2023
	£m	£m
Deferred tax – US	3.2	2.9
Deferred tax – UK	59.3	14.9
	62.5	17.8

9.5 Climate change

The Group has considered the potential impacts of climate risks as disclosed within the Task Force on Climate-related Financial Disclosures

(TCFD) section (pages 34 to 45). While estimated impacts to either revenue or costs (and therefore profit) are noted, they are significantly lower

than the existing risk adjustments already applied, which are used to factor in a range of uncertainties and financial sensitivities, including

potential climate-related impacts. As a result climate risks are effectively encompassed within the broader risk adjustments already applied, and

it is not considered that climate change-related risks result in any changes to the recognition of deferred tax assets.

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Notes to the Consolidated Financial Statements continued

10 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent company ASOS Plc by the weighted average

number of ordinary shares in issue during the period. Own shares held by the Employee Benefit Trust and Link Trust are excluded from the

weighted average number of ordinary shares.

Diluted earnings per share is calculated on the same basis as basic earnings per share, but where the weighted average share numbers have also

been adjusted for the weighted average effects of potentially dilutive shares. These represent share options granted by the Group, including

performance-based options, where the scheme to date performance is deemed to have been earned. It also includes the number of shares that

would be issued if all convertible bonds are assumed to be converted unless the convertible instrument is out-of-the-money.

	2024	2023
Weighted average share capital
Weighted average shares in issue for basic earnings per share (no. of shares)	119,085,260	104,729,376
Weighted average effect of dilutive options (no. of shares) 1	–	–
Weighted average effect of convertible bond (no. of shares) 2	–	–
Weighted average shares in issue for diluted earnings per share (no. of shares)	119,085,260	104,729,376
Losses
Loss attributable to owners of the parent company for basic earnings per share (£m)	(338.7)	(223.1)
Interest expense on convertible bonds (£m) 1,2	–	–
Diluted loss attributable to owners of the parent company for diluted loss per share (£m)	(338.7)	(223.1)
Basic loss per share (pence per share)	(284.4)	(213.0)
Diluted loss per share (pence per share)	(284.4)	(213.0)

1 Dilutive shares and interest not included where their effect is anti-dilutive.

2 The impact of convertible bonds has been excluded as it is assumed they will not be exercised.

11 GOODWILL AND OTHER INTANGIBLE ASSETS

Accounting policy

Goodwill

Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group’s share of the net

identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is considered to have an indefinite useful life. Goodwill is tested

for impairment annually and again whenever indicators of impairment are detected and is carried at cost less any provision for impairment.

Brands and customer relationships

Acquired brands and customer relationships are initially recognised at fair value as part of a business combination. These are subsequently

amortised based on their expected useful lives on a straight-line basis. Amortisation is included within administrative expenses in the consolidated

income statement. These assets are assessed for impairment if there is a triggering event. Any impairment in value is charged to the

consolidated income statement in the period in which it occurs. Acquired brands and customer relationships relate to brand names and wholesale

customer relationships acquired from the Arcadia Group and are amortised over their expected useful lives of between 8 and 30 years.

Software

Capitalised software development costs are stated at historic cost less accumulated amortisation and impairment. Amortisation is calculated

on a straight-line basis over the assets’ expected economic lives of between 5 to 15 years and recognised within administrative expenses in the

consolidated income statement.

The cost of acquiring and developing software that is not integral to the related hardware is capitalised separately as an intangible asset. This

does not include internal website development and maintenance costs, which are expensed as incurred unless representing a technological

advance leading to future economic benefit. Capitalised software costs include external direct costs of material and services and the payroll and

payroll-related costs for employees who are directly associated with the project.

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11 GOODWILL AND OTHER INTANGIBLE ASSETS – CONTINUED

For Software as a Service (SaaS) arrangements configuration and customisation costs are capitalised in the following instances as intangible

assets within software:

– The Group has both a contractual right to take possession of the software at any time without significant penalty, and the ability to run the

software independently of the host vendor.

– The costs incurred meet the definition of and recognition criteria for an intangible asset. This includes for example the development of

software code that enhances or modifies, or creates additional capability to, existing systems controlled by the Group.

Where these conditions are not met, costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider’s

application software, are recognised as operating expenses when the services are received.

Assets under construction

Software under development is held at cost less any recognised impairment loss.

		Brands and	Customer		Assets under
	Goodwill	domain names	relationships	Software	construction	Total
	£m	£m	£m	£m	£m	£m
Cost
As at 4 September 2023	35.5	219.6	24.4	863.5	19.0	1,162.0
Additions	–	–	–	90.6	7.9	98.5
Transfers to assets held for sale	–	(187.9)	–	–	–	(187.9)
Transfers	–	–	–	12.1	(12.1)	–
As at 1 September 2024	35.5	31.7	24.4	966.2	14.8	1,072.6
Accumulated amortisation and impairment
As at 4 September 2023	0.3	19.8	7.8	431.5	2.1	461.5
Amortisation expense	–	7.7	3.0	106.6	–	117.3
Transfer to assets held for sale	–	(22.4)	–	–	–	(22.4)
Impairment charge for the period	–	–	–	1.8	0.4	2.2
As at 1 September 2024	0.3	5.1	10.8	539.9	2.5	558.6
Net book value at 1 September 2024	35.2	26.6	13.6	426.3	12.3	514.0
Cost
As at 1 September 2022	35.5	219.6	24.4	752.4	3.6	1,035.5
Additions	–	–	–	109.4	17.1	126.5
Transfers	–	–	–	1.7	(1.7)	–
As at 3 September 2023	35.5	219.6	24.4	863.5	19.0	1,162.0
Accumulated amortisation and impairment
As at 1 September 2022	0.3	12.0	4.7	334.6	–	351.6
Amortisation expense	–	7.8	3.1	93.8	–	104.7
Impairment charge for the period	–	–	–	3.1	2 .1	5.2
As at 3 September 2023	0.3	19.8	7.8	431.5	2.1	461.5
Net book value at 3 September 2023	35.2	199.8	16.6	432.0	16.9	700.5

Intangible assets under construction relates to spend on software-based projects, including the enhancement of the Group’s mobile apps/

website, and other software. No individual projects are material in value. Refer to Note 16 for details of transfers to assets held for sale.

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Notes to the Consolidated Financial Statements continued

12 PROPERTY, PLANT AND EQUIPMENT

Accounting policy

Property, plant and equipment is stated at historical cost less accumulated depreciation and any recognised provision for impairment. Capital

work in progress is held at cost less any recognised provision for impairment. Cost includes the original purchase price of the asset and the costs

attributable to bringing the asset to its working condition for intended use.

Property, plant and equipment is depreciated on a straight-line basis to its residual value over its anticipated economic useful life of:

Fixtures, fittings, plant and machinery: 5 to 15 years

Computer hardware: 3 to 5 years

	Fixtures,
	fittings, plant	Computer	Assets under
	and machinery	hardware	construction	Total
	£m	£m	£m	£m
Cost
As at 4 September 2023	410.7	43.0	109.2	562.9
Additions	1.2	4.0	42.0	47.2
Disposals	–	(1.8)	–	(1.8)
Transfers	0.2	0.1	(0.3)	–
As at 1 September 2024	412.1	45.3	150.9	608.3
Accumulated depreciation and impairment
As at 4 September 2023	165.4	32.1	2.8	200.3
Charge for the year	22.5	6.4	–	28.9
Disposals	–	(1.8)	–	(1.8)
Impairment charge for the year	31.0	1.2	65.5	97.7
As at 1 September 2024	218.9	37.9	68.3	325.1
Net book value at 1 September 2024	193.2	7.4	82.6	283.2
Cost
As at 1 September 2022	408.5	41.1	65.4	515.0
Additions	1.1	0.6	46.2	47.9
Transfers	1.1	1.3	(2.4)	–
As at 3 September 2023	410.7	43.0	109.2	562.9
Accumulated depreciation and impairment
As at 1 September 2022	134.8	26.0	2.5	163.3
Charge for the period	25.4	6.0	–	31.4
Impairment charge for the period	5.2	0.1	0.3	5.6
As at 3 September 2023	165.4	32.1	2.8	200.3
Net book value at 3 September 2023	245.3	10.9	106.4	362.6

Significant assets under construction as at 1 September 2024 consists primarily of amounts spent to automate the Atlanta fulfilment centre

totalling £79.8m (2023: £58.0m). Refer to Note 3 for details of impairments.

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151

12.1 Interest capitalised

	2024	2023
	£m	£m
Included within additions	7.7	4.8
Accumulated capitalised interest (net of disposals) included within cost	14.7	7.0
Accumulated capitalised interest (net of disposals) held within net book value	9.3	7.0
Capitalisation rate	7.9%	5.3%

12.2 Climate change

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. This includes

consideration over climate change related risks which may impact the useful lives of the Group’s assets, such as the impact of acute weather

events on fulfilment centres. During the year, no changes were made to the remaining useful lives of the Group’s assets as a result of climate

change risks.

13 LEASES

13.1 Group as lessee

The Group currently holds leases for its fulfilment centres and office space. Leases typically run for terms of between 7 and 25 years and may

include break clauses or options to renew beyond the non-cancellable period. The majority of the Group’s leases are subject to market review,

usually every 5-6 years. The Group presents additions to right-of-use assets in line with the disclosure requirements of IFRS 16 “Leases”. In doing

so, modifications include the impact of lease terminations, modifications, reassessments, and changes to dilapidation estimates.

Accounting policy

Right-of-use assets

Right-of-use assets are recognised at the commencement date of the lease, when the underlying asset is available for use. The cost of right-of-

use assets comprises the amount of lease liabilities recognised, any initial direct costs incurred, lease payments made at or before the

commencement date and less any lease incentives received. Right-of-use assets are subsequently measured at cost, less any accumulated

depreciation and impairment losses, and adjusted for any subsequent remeasurement of lease liabilities and dilapidation provisions.

The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term.

Lease liabilities

Lease liabilities are recognised at the commencement date of the lease and are measured at the present value of lease payments to be made

over the lease term, discounted using an incremental borrowing rate (IBR) at the lease commencement date.

The lease payments include fixed payments and variable lease payments that depend on an index or a rate (using the relevant rate at the

commencement date of the lease), less any lease incentives receivable. Any variable lease payments that do not depend on an index or a rate are

recognised as an expense in the period in which the event or condition that triggers the payment occurs, however the Group currently has no

such variable lease payments. Contracts may contain both lease and non-lease components, in which case the Group allocates the consideration

in the contract to the different components based on their relative stand-alone prices.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the

lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease (a break clause), if it is reasonably

certain not to be exercised.

After the commencement date of the lease, the lease liability is subsequently measured by increasing the carrying amount to reflect interest on

the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The carrying

amount of lease liabilities is remeasured when there is a change in the future lease payments due to a change in the lease term such as a

recognition of an extension or break option, a change in the fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and low value assets

Payments associated with short-term leases and leases of a low value are recognised on a straight-line basis as an expense in the profit or loss, in

line with the practical expedient of IFRS 16. Short-term leases are leases with a term of 12 months or less. Low-value leases mainly comprise IT

equipment. The amounts recognised in the financial period are shown in note 6.

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Notes to the Consolidated Financial Statements continued

13 LEASES – CONTINUED

a) Right-of-use assets

	2024	2023
	£m	£m
At the beginning of the period	295.2	380.3
Modifications/reassessments	2.6	(9.6)
Impairment charge	(15.8)	(20.0)
Depreciation charge	(25.1)	(35.9)
Transfers to investment property	–	(12.8)
Foreign exchange differences	(2.9)	(6.8)
At the end of the period	254.0	295.2

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

b) Lease liabilities

	2024	2023
	£m	£m
At the beginning of the period	329.0	38 0.1
Modifications/reassessments	(9.9)	(21.1)
Payments	(31.0)	(28.0)
Interest expense	5.5	5.6
Foreign exchange differences	(4.0)	(7.6)
At the end of the period	289.6	329.0
Current	27.2	25.3
Non-current	262.4	303.7
	289.6	329.0

c) Maturity analysis for lease liabilities

	2024	2023
	£m	£m
Contractual undiscounted cash flows
Within one year	32.7	30.5
Within two to five years	121.8	126.2
Within five to ten years	114.1	133.5
Within ten to fifteen years	37.4	52.0
In more than fifteen years	13.8	18.5
	319.8	360.7
Future finance charge on lease liabilities	(30.2)	(31.7)
Present value of future leases	289.6	329.0

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13 LEASES – CONTINUED

Critical accounting judgement – lease terms

The inclusion of a lease extension period or lease break period in the lease term is a key judgement for the Group and considers all relevant

factors that create an economic incentive for it to exercise them. For leased properties, this includes the current and expected profitability

of the respective site, as well as the length of time until the option can be exercised. Any changes to the Group’s judgement over lease terms

will impact both the right-of-use asset and lease liability.

Set out below are the undiscounted future rental payments not currently included within the reported lease liability for where lease extensions

have not been included, or for where break options have been assumed:

	2024	2023
	£m	£m
Extension options expected not to be exercised	127.7	129.2
Break clauses expected to be exercised	12.6	–

13.2 Group as lessor

Lessor accounting policy

The Group sub-lets leased properties relating to unused office capacity. Where the Group subleases assets, the sublease classification

(as a finance lease or operating lease) is assessed with reference to the head lease right-of-use asset. This assessment considers, among

other factors, whether the sublease represents the majority of the remaining life of the head lease. For any subleases that have been assessed

to be operating leases, the related right-of-use assets have been reclassified to investment properties.

Investment property assets are carried at cost less accumulated depreciation and any recognised impairment in value. The depreciation policies

for investment property are consistent with those described for right-of-use assets. Operating lease income is recognised as earned on a

straight-line basis over the lease term.

For sub-leased assets assessed to be finance leases, the right-of-use asset is derecognised, and a receivable recognised at an amount equal to

the net investment in the lease. This is initially calculated and recognised using the IBR prevalent in the underlying headlease at the recognition

date. Any difference between the derecognised right-of-use asset and the newly recognised amounts due for leases under finance leases is

immediately recognised in the income statement.

Investment Property

An analysis of investment properties is included below:

	2024	2023
	£m	£m
Net book value
Opening balance	10.9	–
Transfers to investment property	–	12.8
Modifications/reassessments	1.4	(0.1)
Impairment charge	(4.2)	(1.3)
Depreciation charge	(1.0)	(0.5)
Closing balance	7.1	10.9

The direct operating expenses arising from investment property in the period was immaterial. There are additionally no restrictions or relevant

contractual obligations involved in the sublet of these properties.

The estimated fair value of the Group’s investment property is £7.1m (2023: £12.5m). This fair value has been determined by applying an

appropriate rental yield to the rentals earned by the investment property. A valuation has not been performed by an independent valuer.

Rental income is receivable as follows:

	2024	2023
	£m	£m
Minimum lease payments receivable on leases of investment properties are as follows:
Within one year	1.9	1.2
Within two to five years	4.7	4.5
Within five to ten years	4.2	6.1
In more than ten years	–	–

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Notes to the Consolidated Financial Statements continued

13 LEASES – CONTINUED

Net investment in lease

During the period, the Group sublet its distribution centre in Austell, for which the sublease was for the remainder of the lease term.

The net investment in the lease is presented in the consolidated balance sheet within receivables as follows:

	2024	2023
	£m	£m
Current	1.2	–
Non-current	3.7	–
Total	4.9	–

Rental income is receivable as follows:

	2024	2023
	£m	£m
Less than 1 year	1.2	–
Within one to two years	1.9	–
Within two to three years	1.9	–
In more than three years	–	–
Total undiscounted lease receipts	5.0	–
Unearned finance income	(0.1)	–
Net investment in leases	4.9	–

14 IMPAIRMENT OF NON-FINANCIAL ASSETS

Accounting policy

Goodwill

Goodwill is not amortised but is reviewed for impairment at least annually (or more frequently where there is an indication that the asset may

be impaired) by assessing the recoverable amount of each cash-generating unit (“CGU”), or group of CGUs, to which the goodwill relates.

Impairment is assessed by measuring the recoverable amount of the CGU, calculated as the higher of fair value less cost to dispose and

value-in-use. Where the carrying value of the CGU exceeds the recoverable amount, an impairment loss is recognised in the income statement.

The impairment charge is allocated first against goodwill and then pro-rata over other assets within the CGU by reference to the carrying

amount of each remaining asset in the unit. Impairment losses recognised for goodwill are not subsequently reversed.

Goodwill at ASOS predominantly relates to that recognised as part of the acquisition of Arcadia, and is monitored on an entity wide basis at the

reporting segment level as a singular CGU, the ASOS Group CGU.

Other non-financial assets

Property, plant and equipment (PPE), right-of-use assets, and finite-lived intangible assets are assessed on an ongoing basis to determine whether

there is an indication that the net book value is no longer supportable. If any such indication exists, the recoverable amount of the asset, being the

higher of its fair value less costs to dispose and its value-in-use, is estimated in order to determine the extent of the impairment loss. Where the

asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which

the asset belongs.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is

reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement.

Where an impairment loss on other non-financial assets subsequently reverses, the carrying amount of the asset (or CGU) is increased to the

revised estimate of the recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have

been determined if no impairment loss had been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised

immediately as a credit to the Group income statement.

14.1 Inputs and assumptions

Cash-generating units

CGUs are deemed the smallest group of assets that independently generate cash inflows and are independent of the cash flows generated

by other assets. It was determined that the Group only has one CGU (the Group level), on the basis that the majority of assets within the Group

are shared (i.e. software assets that support the entire Group), therefore unable to be allocated on a reasonable or consistent basis in any

other way.

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155

14 IMPAIRMENT OF NON-FINANCIAL ASSETS – CONTINUED

Composition of CGU

For impairment testing purposes, the CGU comprises the following:

	2024	2023
	£m	£m
Goodwill and other intangible assets	514.0	700.5
Property, plant and equipment	283.2	362.6
Right-of-use assets	254.0	295.2
	1,051.2	1,358.3

Assets relating to the Lichfield fulfilment centre were tested separately and excluded from the above due to the decision during the period

to vacate the site, as were assets held for sale which have been assessed separately (see Note 16).

Identification of impairment indicator

Given the reported loss recognised during the period, combined with the volatility within the macroeconomic environment and the market

capitalisation of the Group being below the Group’s net assets, an indicator of impairment was deemed to exist during the financial period.

Approach and assumptions

The recoverable amount for the CGU has been determined using a value-in-use calculation which is based upon the cash flows expected to be

generated, derived from the latest budget and forecast data which are reviewed by the Board, and consistent with those used for the Group’s

going concern and viability assessments. Budget and forecast data reflects both past experience and future expectations of market conditions.

The forecasted cash flows include the ongoing impact of the disposal of the Topshop and Topman brands from the Group.

The key assumptions in measuring the value-in-use are as follows:

Assumption	Details
Cash flow years/assumptions	•	Derived from medium-term forecasts reviewed and approved by the Board which cover a period of five
		years. Growth rates are then reduced to 2% (the long-term growth rate) over four years, with cash flows
		subsequently extrapolated to perpetuity with a growth rate of 2% (2023: 2%).
	•	Whilst the value-in-use excludes lease rentals (a financing cash flow under IFRS 16 “Leases”), an
		estimated cash outflow for future lease renewals is assumed from the current lease end dates.
Discount rate	•	A post-tax discount rate representing the Group’s weighted average cost of capital (WACC),
		subsequently grossed up to a pre-tax rate using an iterative calculation that yields the same value-in-use
		when tax cash flows are excluded.
	•	The post-tax WACC has been calculated using the capital asset pricing model, the inputs of which include
		a UK risk-free rate based on government bond rates, a UK equity risk premium and levered debt premium
		benchmarked to externally available data, and an average beta derived from a comparator group.
	•	The resulting discount rates are:
		2024			2023
		Post-tax rate	Pre-tax rate	Post-tax rate	Pre-tax rate
		12.7%	15.5%	13.0%	15.6%

14.2 Outputs

Outside of specific impairments recognised during the period in relation to sites identified for exit as disclosed in Note 3, no further impairments

were identified as a result of the impairment review described above, with c.£600m of headroom noted.

Key source of estimation uncertainty – assumptions in relation to impairment assessment

Of the above assumptions, the value-in-use calculations are most sensitive to changes in the discount rate, the long-term growth rate and

forecast cash flows (comprising revenue, gross margin and fixed overheads). As noted above, cash flows are derived from forecasts reviewed by

the Board, and in line with those used for the going concern and viability assessments which assume sales growth rates of (5)% to (10)% for the

first year, with subsequent periods thereafter returning to +5% to +15% year-on-year growth. Improvements in adjusted gross margin of at least

300bps vs FY24 are assumed during FY25 with up to a further c.200bps growth over the remaining years.

A sensitivity analysis for a reasonable possible change in assumptions was conducted on the impairment tests, where management assessed a

scenario in which the revenue growth rates within the five-year forecasted cash flows (being the most sensitive assumption) were reduced by

half. To reflect this adjustment, a corresponding reduction in variable costs and cost of sales was modeled to maintain the gross margin

percentage in line with original forecasts. Under this sensitivity scenario, an impairment of approximately £75 million would be recognised.

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Notes to the Consolidated Financial Statements continued

The following table shows the amount by which the assumptions would have to change to make the recoverable amount equal to the carrying

value to show the headroom sensitivity. It is not considered that a reasonable possible change in the discount rate, fixed overheads nor the long

term growth rate would cause an impairment, therefore they are not included below.

Sensitivity	2024	2023
A reduction in forecast annual growth rates of: 1	(2.7)%	(1.8)%
A reduction in forecast revenue vs base case of: 2	(11.4)%	(6.9)%
A reduction in forecast gross margin in each year of: 2	(2.4)%	(1.2)%

1 Applied to Group five-year plan period

2 Applied to all years within the assessment period

14.3 Climate change

The Group’s scenario analysis performed as part of the Task Force on Climate-related Financial Disclosures (TCFD) report (pages 34 to 45)

identifies a number of physical and transitional climate related risks that could impact both revenue and costs for the Group, and cover scenarios

including no policies (>4oC by 2100); stated policies (2.5oC by 2100); and the Paris Agreement Ambition (1.5oC by 2050).

The most material of these relate to the Paris Agreement Ambition. The combined impacts of all risks within this scenario have therefore been

modelled, by adjusting revenue and costs within the Group’s impairment model and determining the impact on headroom. As noted, the potential

impacts represent unmitigated scenarios that do not reflect the Group’s proactive risk management or strategic initiatives. The scenarios

have therefore been used as a sensitivity to assess the resilience of the Group’s assets to long-term climate-related risks. A reduction in the

value-in-use of circa £250m was noted, however headroom still remained. As such, climate change-related risks modelled in isolation to any

other impairment sensitivities do not have a material impact on the Group’s impairment considerations.

15 INVENTORIES

Accounting policy

Inventories comprise goods held for resale and are valued at the lower of cost and net realisable value using the weighted average cost basis.

Cost comprises the purchase price and any other directly attributable costs incurred in bringing the inventories to the present location and

condition, less trade discounts and rebates. Net realisable value is the estimated selling price in the ordinary course of business less variable

selling expenses.

	2024	2023
	£m	£m
Gross finished goods	683.6	892.4
Inventory provision	(163.3)	(124.4)
Net inventory recognised on consolidated balance sheet	520.3	768.0

The carrying value of inventory shown on the balance sheet includes a £49.2m (2023: £52.1m) right to recover asset in relation to the inventory

expected to be received back from customers as returns. The amount of inventories recognised as an expense and charged to cost of sales for

the period was £1,743.3m (2023: £2,104.6m).

Key source of estimation uncertainty – inventory provisions

As disclosed in Note 3, additional inventory provisions were recognised in the period to write down inventory that has been identified to be sold via

offsite clearance to accelerate the Group’s transition to its commercial model. The provisions write inventory down to its net realisable value,

being expected income less any related selling costs.

In addition to these specific provisions, the Group’s approach to inventory provisioning is to hold a net realisable value provision for inventory

sold via the Group’s website and is based on forecast expected loss rates. In addition, provisions are recognised for inventory that will ultimately

be sold off-site via clearance routes at the end of its lifecycle in line with the new commercial model. Both provisions consider historical trends,

as well as consideration of current and forecast economic conditions.

The provisions are calculated using estimates of loss rates and website sell through rates, both of which are calculated based on historical data

from the prior 12 months’ sales when categorising the stock by age banding. Provisions recognised are net of any expected proceeds to be

received. The provisions are therefore most sensitive to the following assumptions:

• Forecast loss rates

• Forecast sell through rates

• Offsite sales price assumptions

14 IMPAIRMENT OF NON-FINANCIAL ASSETS – CONTINUED

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157

The movements in the Group’s provisions based on reasonable possible changes to the above assumptions are as follows:

	2024		2023
	Decrease in	Increase in	Decrease in	Increase in
	provision	provision	provision	provision
	£m	£m	£m	£m
Using loss rates from FY23/FY22	–	4.0	(6.6)	–
A change in the anticipated sell through rates of +/-0.5% (2023: +/-5%) 1	(7.1)	7.1	(5.4)	7.1
A change in the anticipated offsite sales price of +/-10%	(2.2)	2.2	(0.7)	0.7

1 2023 provision considered sell through on closing inventory. This was refined in the period to consider sell through on inventory intake.

With the exception of provisions excluded from adjusted profit, inventory provisions are adjusted at each reporting period rather than

throughout the period to ensure inventory is not carried at an amount greater than net realisable value. Write-downs and write-backs of

inventory balances are therefore represented by net movements in the inventory provision. Provisions/write-downs recognised during the

financial period as part of the transition to the new commercial model (recognised outside adjusted profit) totalled £93.0m (2023: £122.7m)

– and are part of the £94.8m (2023: £133.2m) commercial operating model costs highlighted in Note 3. There have been no reversals of the

commercial model transition provisions during the period. Excluding inventory provisions recognised as part of the commercial model transition,

the net provisions/write-down movements totalled a cost of £0.9m this period (2023: £19.3m cost).

16 ASSETS HELD FOR SALE

On 5 September 2024, the Group entered into a binding agreement to sell the intellectual property relating to the Topshop and Topman brands

to a subsidiary of Heartland A/S, for a consideration as follows:

• Cash of £135m

• 25% of the issued ordinary shares in the entity that will hold the brands, valued at £45m

The transaction subsequently completed on 9 October 2024. Although the agreement occurred shortly after the year-end date, as at the

year-end, the deal was significantly progressed, with management committed to a sale, key terms mostly agreed, and it being highly probable

that the sale would complete within a year. It was therefore concluded that the assets meet the definition of being held for sale at the period

end as follows:

	£m
Assets to be disposed
Carrying value of brands	165.5
Total assets to be disposed	165.5
Sales proceeds
Cash	135.0
Shares	45.0
Remaining disposal costs	(0.7)
Total fair value less costs to sell	179.3
Assets held for sale	165.5

The asset held for sale has been recognised at £165.5m, being the lower of the carrying value and fair value less costs to sell. There were no

assets held for sale at the prior year balance sheet date.

Other costs already incurred in relation to the sale totalled £3.4m during the year (see Note 3).

15 INVENTORIES – CONTINUED

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ANNUAL REPORT AND ACCOUNTS 2024

Notes to the Consolidated Financial Statements continued

17 TRADE AND OTHER RECEIVABLES

Accounting policy

Trade receivables are non-interest bearing and are stated at invoice value less an allowance for expected credit losses, using the simplified

approach under IFRS 9, with adjustments for factors specific to each receivable.

17.1 Analysis of trade and other receivables

		2024		2023
	Non-current	Current	Total	Current
	£m	£m	£m	£m
Trade receivables	–	19.9	19.9	28.4
Other receivables	–	14.0	14.0	27.7
Allowance for expected credit losses	–	(1.0)	(1.0)	(0.4)
Trade and other receivables net of provision for doubtful debts	–	32.9	32.9	55.7
Net investment in lease receivable	3.7	1.2	4.9	–
Prepayments	–	8.6	8.6	12.9
Accrued income	–	10.7	10.7	12.8
	3.7	53.4	57.1	81.4

Included within accrued income and other receivables are amounts relating to supplier rebates on inventory purchases totalling £2.0m (2023:

£4.1m). Remaining accrued income predominantly comprises unbilled services for which the Group has satisfied the performance obligation within

the contract.

17.2 Expected credit losses

The Group’s exposure to credit risk is minimal given that the customer base is large and unrelated and that the overwhelming majority of

customer transactions are settled through cash or secure electronic means. New parties wishing to obtain credit terms with the Group

are credit checked prior to invoices being raised and credit limits are determined on an individual basis.

2024		0 – 30 days	30 – 60 days	60 – 90 days	90 – 180 days	Over 180 days
£m	Not due	past due	past due	past due	past due	past due	Total
Trade receivables	11.1	4.1	2.6	0.8	0.2	1.1	19.9
Other receivables	14.0	–	–	–	–	–	14.0
Gross carrying amount	25.1	4.1	2.6	0.8	0.2	1.1	33.9
Allowance for expected	–	–	–	–	–	(1.0)	(1.0)
credit losses
Net carrying amount	25.1	4.1	2.6	0.8	0.2	0.1	32.9

2023		0 – 30 days	30 – 60 days	60 – 90 days	90 – 180 days	Over 180 days
£m	Not due	past due	past due	past due	past due	past due	Total
Trade receivables	6.2	3.6	9.9	3.1	4.2	1.4	28.4
Other receivables	5.0	7.4	2.8	6.9	1.0	4.6	27.7
Gross carrying amount	11.2	11.0	12.7	10.0	5.2	6.0	56.1
Allowance for expected	–	–	–	–	(0.1)	(0.3)	(0.4)
credit losses
Net carrying amount	11.2	11.0	12.7	10.0	5.1	5.7	55.7

17.3 Major counterparties

The Group has nil (2023: nil) major counterparties with receivables totalling £nil (2023: £nil).

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18 CASH AND CASH EQUIVALENTS

Accounting policies

The Group presents its cash flow statement using the indirect method, whereby profit is reconciled to net cash from operating activities by

adjusting profit and loss for non-cash items. The Group has chosen to present interest received as cash flows from investing activities because

they are returns on the Group’s investments.

Interest paid on borrowings and leases is presented within cash flows from financing activities as they are held for cash management purposes,

as are cash payments for the principal element of lease liabilities.

	2024	2023
	£m	£m
Cash in hand and bank balances	83.1	85.6
Money market fund investments	270.2	142.7
Short-term deposits	37.7	125.0
Closing cash and cash equivalents	391.0	353.3

Cash and cash equivalents includes uncleared payment provider receipts of £68.8m, which are typically received within three business days

(2023: £63.3m).

Included within cash and cash equivalents is £8.1m (2023: £4.1m) of cash collected on behalf of partners of the Direct-to-Consumer fulfilment

proposition “Partner Fulfils”. ASOS Payments UK Limited and the Group are entitled to interest amounts earned on the deposits and amounts

are held in a segregated bank account that is settled on a monthly basis.

19 TRADE AND OTHER PAYABLES

Accounting policy

Trade and other payables are non-interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using

the effective interest rate method.

19.1 Analysis of trade and other payables

	2024	2023
	£m	£m
Trade payables	10 8.1	71.3
Other payables	165.9	174.7
Accruals	242.3	238.7
Returns provision	99.2	108.2
Deferred revenue	41.6	52.1
Taxation and social security	14.6	35.4
	671.7	680.4

Trade payables comprise amounts owed in relation to inventory purchases. Other payables comprise amounts owed in relation to all

other purchases.

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Notes to the Consolidated Financial Statements continued

19 TRADE AND OTHER PAYABLES – CONTINUED

19.2 Deferred revenue

Contract liabilities represent consideration received for performance obligations not yet satisfied, and relate to gift card liabilities where the

majority of the liability is expected to be settled within a year, and customer orders not yet shipped.

	2024	2023
Gift cards and vouchers	£m	£m
At the beginning of the period	21.3	25.1
Purchases	99.4	130.5
Revenue recognised which has previously been deferred	(106.3)	(134.3)
At the end of the period	14.4	21.3
Orders awaiting shipment and premier subscriptions	27.2	30.8
Total deferred revenue	41.6	52 .1

20 BORROWINGS

Accounting policies

Convertible debt

Convertible bonds are classified as compound instruments, consisting of a liability and an equity component. At the date of issue, the fair value of

the liability component is estimated using the prevailing market interest rate for similar non-convertible debt, and is subsequently recorded at

amortised cost using the effective interest method until extinguished on conversion or maturity of the bonds, and is recognised within borrowings.

The difference between the proceeds of issue of the convertible bond and the fair value assigned to the liability component, representing the

embedded option to convert the liability into equity of the Group, is included in equity as a separate category.

Issue costs are apportioned between the liability and equity components of the convertible bonds where appropriate based on their relative

carrying values at the date of issue. The portion relating to the equity component is charged directly against equity.

Other loans/borrowings

Interest-bearing bank loans and overdrafts are initially recorded at fair value, net of attributable transaction costs, and subsequently recorded

at amortised cost using the effective interest method until extinguished.

Arrangement costs for loan facilities such as the Group’s revolving credit facility (RCF) are capitalised and amortised over the life of the facility

at a constant rate.

	2024	2023
	£m	£m
Convertible bond	478.1	464.4
Term Loan	190.2	184.8
Nordstrom Loan	19.8	20.4
Put option liability 1	–	3.2
	688.1	672.8
Current	1.6	1.5
Non-current	686.5	671.3
	688.1	672.8

1 The put option liability has been reclassed to other payables during the year.

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20 BORROWINGS – CONTINUED

Convertible bonds due 2026

On 16 April 2021 the Group issued £500m of convertible bonds. The unsecured instruments pay a coupon of 0.75% until April 2026, or the

conversion date, if earlier. The initial conversion price was set at £79.65 per share. The fair value of the debt component was determined using the

market interest rate for an equivalent non-convertible bond, deemed to be 3.4%. As a result, £440.1m was recognised as a liability on the balance

sheet on issue and the remainder of the proceeds, £59.9m, which represents the equity component, was credited to reserves. Issue costs of

£9.0m were allocated between equity (£1.0m) and debt (£8.0m).

After the period-end, in September 2024, the Group launched a refinancing exercise of the Convertible Bonds due 2026 as follows:

• £253.0m was exchanged into new Convertible Bonds due 2028,

• £173.4m of the Convertible Bonds due 2026 was accepted for repurchase at a discount to par of 15%, and

• As a result, £73.6m remains in the Convertible Bonds due 2026.

Further information is included in Note 30.

Term loan

In May 2023, the Group entered into a £200m senior term loan and a £75m super senior RCF (together the “Facilities”) with specialist lender

Bantry Bay Capital Limited through to April 2026, with the optionality to further extend to May 2028 subject to meeting lender requirements.

Both the senior term loan and RCF (when drawn) bear interest at a margin above SONIA. The amount available in relation to the RCF is determined

by reference to a calculated borrowing base (derived from inventory and intellectual property, both with certain adjustments applied) less the

amount drawn under the term loan. At the period end this was £17.2m. The RCF incurs commitment fees at a market rate and is currently

undrawn.

The Facilities carry a fixed and floating charge over all assets of the following chargors in the Group – ASOS Plc, ASOS.com Limited, ASOS

Intermediate Holdings Limited, Mornington & Co (No. 1) Limited and Mornington & Co (No. 2) Limited.

After the period-end, ASOS announced an amendment and extension of its existing facilities agreement with Bantry Bay Capital to May 2027

with an option for a 12-month extension. Further information is included in Note 30.

Nordstrom loan

On 12 July 2021 the Group announced a strategic partnership with Nordstrom, a U.S.-based multi-channel retailer, to drive growth in North

America. As part of this venture, Nordstrom purchased a minority interest in ASOS Holdings Limited which holds the Topshop, Topman,

Miss Selfridge and HIIT brands in exchange for £10 as well as providing a £21.9m loan, subsequently partially repaid. The loan attracts interest

at a market rate of 6.5% per annum. After the period-end date, c.£13m was repaid.

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Notes to the Consolidated Financial Statements continued

21 PROVISIONS

Accounting policy

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to

passage of time is recognised as interest expense. Provisions for onerous contracts are recognised when the Group believes that the unavoidable

costs of meeting or exiting the contract exceed the economic benefits expected to be received under the contract.

		Onerous
	Dilapidations	occupancy	Total
	£m	£m	£m
As at 4 September 2023	53.4	16.8	70.2
Recognised	13.7	5.3	19.0
Utilised	–	(2.4)	(2.4)
Unwinding of discount	2.3	0.8	3.1
Exchange differences	(0.7)	–	(0.7)
As at 1 September 2024	68.7	20.5	89.2
Current	–	2.7	2.7
Non-current	68.7	17.8	86.5
As at 1 September 2024	68.7	20.5	89.2
As at 1 September 2022	41.9	–	41.9
Recognised	11.2	18.3	29.5
Utilised	–	(1.8)	(1.8)
Unwinding of discount	1.3	0.3	1.6
Exchange differences	(1.0)	–	(1.0)
As at 3 September 2023	53.4	16.8	70.2
Current	–	2.0	2.0
Non-current	53.4	14.8	68.2
As at 3 September 2023	53.4	16.8	70.2

Dilapidation provisions

Dilapidations are recognised where there is a present obligation to repair and restore leased properties to their preoccupancy state at the end

of the lease term. They are measured at the present value of the expenditures expected to be required to settle the obligation, calculated using

a nominal pre-tax annual discount rate, based on government bond yields of an appropriate tenure within the country that the lease is held. No

adjustments are made to the discount rate for inflation as inflationary increases are already included in the undiscounted cash flows. Similarly,

risk is also considered when determining the cash flows, therefore no adjustments are made to the discount rate for risk. The discount rates used

range from 2.5% to 4.3% (2023: 2.7% to 4.7%). The increase in dilapidation provisions in the period relates to movements in discount rates,

combined with increases in dilapidation estimates as automation work continued on the Lichfield and Atlanta fulfilment centres.

The timing of forecast cash outflows is linked to the underlying lease expiry dates, with the next most significant outflow anticipated to occur

in 2028. Whilst there is inherent uncertainty in terms of the quantum of cash outflows expected, they represent management’s best estimates

for individual properties, with reference to previous experience and size of leased property. It is not considered that there is a significant risk

of material adjustment to the carrying amounts of dilapidation provisions due to such estimates, and therefore they are not disclosed as a

significant source of estimation uncertainty to the Group.

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Onerous occupancy provisions

Where the Group no longer operates from a leased property, onerous property contract provisions are recognised for the least net cost of

exiting from the contract. The amounts provided are based on the Group’s best estimates of the likely committed outflows and site closure dates.

These provisions do not include rent in accordance with IFRS 16, nor business rates, however do include unavoidable costs related to the lease

such as service charges and insurance.

Cash flows are discounted to present value using a nominal pre-tax annual discount rate, based on government bond yields of an appropriate

tenure within the country that the lease is held. No adjustments are made to the discount rate for inflation as inflationary increases are already

included in the undiscounted cash flows. As the cash flows are known due to being contractual, the discount rate is not adjusted for risk.

The discount rates for onerous occupancy provisions are 4.0% (2023: 4.3% to 4.4%).

Where the Group is able to exit lease contracts before the expiry date or agree sublets, this results in the release of any associated property

provisions. Such events are subject to the agreement of landlords, therefore the Group makes no assumptions on the ability to either exit or

sublet a property until a position is agreed. Utilisation of the above amounts is expected to be incurred in conjunction with the profile of the leases

to which they relate. Refer to Note 3 for more detail on the amount recognised in the period.

Whilst all provisions are sensitive to the discount rate used, given they are derived from government bond yields, it is not considered that there

is a significant risk of a reasonable possible change resulting in a material movement in the provisions.

Climate change

The Group remains committed to its stated climate goals and takes into consideration the potential impact of climate change on its legal and

constructive obligations, including compliance with carbon emissions regulations and environmental liabilities. Following a thorough review of its

provisions, the Group has determined that no adjustments are necessary for climate-related risks, and no new provisions need to be recognized

for climate-related matters at this time.

22 SHARE CAPITAL, SHARE PREMIUM AND OTHER RESERVES

22.1 Share capital and share premium

Accounting policy

Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares are shown

in equity as a deduction, net of tax, from the proceeds.

	2024	2023		2024	2023
	Number of	Number of
	ordinary shares	ordinary shares		£m	£m
Called up share capital
Allotted, issued and fully paid ordinary shares of 3.5p	119,334,341	119,236,85	0	4.2	4.2
Share premium account
Share premium				322.6	322.6

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

	Number of	Share capital	Share premium
	ordinary shares	£m	£m
As at 4 September 2023	119,236,850	4.2	322.6
Allotted in respect of share option schemes	97,491	–	–
As at 1 September 2024	119,334,341	4.2	322.6

			Number of	Share capital	Share premium
			ordinary shares	£m	£m
As at 1 September 2022			99,940,235	3.5	245.7
Allotted in respect of share option schemes			202,814	–	–
New shares issues			19,093,801	0.7	76.9
As at 3 September 2023	119,23	6,85	0	4.2	322.6

21 PROVISIONS – CONTINUED

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Notes to the Consolidated Financial Statements continued

22.2 Other reserves

The table below sets out the movements in other reserves:

		Currency
	Cash flow	translation	Convertible	Other
	hedge reserve	reserve	bond reserve	reserves
	£m	£m	£m	£m
As at 4 September 2023	17.2	(3.0)	58.9	73.1
Net translation movements	–	–	–	–
Net fair value gains on cash flow hedges	1.5	–	–	1.5
Fair value movements reclassified from cash flow hedge reserve to consolidated income statement	(13.9)	–	–	(13.9)
Cash flow hedges gains and losses transferred to non-financial assets	(2.8)	–	–	(2.8)
Tax on above items	4.0	–	–	4.0
Balance as at 1 September 2024	6.0	(3.0)	58.9	61.9
As at 1 September 2022	26.2	(2.7)	58.9	82.4
Net translation movements	–	(0.3)	–	(0.3)
Net fair value losses on cash flow hedges	(29.6)	–	–	(29.6)
Fair value movements reclassified from cash flow hedge reserve to consolidated income statement	1.7	–	–	1.7
Cash flow hedges gains and losses transferred to non-financial assets	16.9	–	–	16.9
Tax on above items	2.0	–	–	2.0
Balance as at 3 September 2023	17.2	(3.0)	58.9	73.1

Cash flow hedge reserve

The cash flow hedge reserve represents the effective portion of gains or losses on derivatives designated as, and that qualify as, cash flow

hedges. Amounts are transferred to the balance sheet and included within the initial cost of the asset which is being hedged, or to the income

statement, as appropriate.

Currency translation reserve

The currency translation reserve accumulates foreign exchange differences arising on the translation of net assets in foreign operations which

are recognised in Other Comprehensive Income. The cumulative amount is reclassified to retained earnings when the related investment is

disposed.

Convertible bond reserve

The convertible bond reserve represents the equity component of the £500m convertible bond issued in April 2021.

22.3 Employee Benefit Trust

The provision of shares to satisfy some of the Group’s share incentive plans is facilitated by the Group’s Employee Benefit Trust and Link Market

Services Trustees Limited (the “Trusts”). Investment in own shares are recorded at cost, net of directly attributable costs for the purchase of

issued, or issuance of new shares, and recognised within equity (within retained earnings). The costs of operating the Trusts are borne by the

Group and are not material.

		2024			2023
	Market value	Nominal value	Number of	Market value	Nominal value	Number of
	£m	£m	ordinary shares	£m	£m	ordinary shares
Investment in own shares	0.6	–	172,721	1.0	–	228,814

22 SHARE CAPITAL, SHARE PREMIUM AND OTHER RESERVES – CONTINUED

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The Group’s Treasury function seeks to reduce exposures to capital risk, liquidity risk, credit risk, interest rate risk and foreign currency risk, to

ensure liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group does not engage in speculative

trading in financial instruments and transacts only in relation to underlying business requirements. The Group’s treasury policies and procedures

are reviewed annually with material changes approved by the Audit Committee.

23.1 Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for

shareholders and benefits for other stakeholders through an appropriate balance of debt and equity funding, while maintaining a strong credit

rating and sufficient headroom. There have been no changes to capital risk management policies during the period. Refer to Note 28 for the value

of the Group’s net debt, and the consolidated statement of changes in equity for the value of the Group’s equity.

The Board can manage the Group’s capital structure by diversifying the debt portfolio, issuing new shares or repurchasing shares in the open

market and flexing capital expenditure. From time-to-time, the Employee Benefit Trust may purchase shares in the Company from the open

market for the purpose of satisfying awards under the Group’s employee share plans, however the Group does not currently operate a defined

share buy-back plan.

The Group’s Term Loan and RCF have previously been subject to a minimum liquidity threshold of £90m, which has been removed as part

of the new agreement and replaced with a condition to maintain positive liquidity. Further information is included within Note 30.

23.2 Liquidity risk

Liquidity risk is the risk that the Group may be unable to meet its financial obligations as they fall due.

The Group manages its exposure to liquidity risk by continuously monitoring short and long-term forecasts and actual cash flows, ensuring it has

the necessary banking and reserve borrowing facilities available to meet the requirements of the business. At 1 September 2024, the Group was

fully drawn on the £200m term loan with Bantry Bay, and had an undrawn revolving credit facility (“RCF”) of £17m, both with a maturity of April

2026. Borrowings under the RCF and term loan bear interest at a rate linked to SONIA. Commitment fees are payable on the daily undrawn

balance of the RCF. On 5 September 2024, the facilities were subject to a 12-month extension – refer to Note 30.

In April 2021 the Group issued convertible bonds to fund future growth totalling £500m. The unsecured instruments pay a coupon of 0.75%

until April 2026, or the conversion date, if earlier. Refer to Note 30 for details of post-period end changes.

Surplus cash is invested with relationship banks and money market funds to optimise returns on cash balances, while also considering

counterparty risk and business liquidity requirements.

23 FINANCIAL RISK MANAGEMENT

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Notes to the Consolidated Financial Statements continued

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period to the contractual

maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows or an estimate of cash flows in respect of

floating interest rate liabilities.

	Less than 1 year	1 to 2 years	2 to 5 years	Over 5 years
2024	£m	£m	£m	£m
Term loan	30.2	217.6	–	–
Convertible bond	3.8	503.8	–	–
Nordstrom loan	1.3	1.3	3.9	19.8
Trade and other payables 1	601.3	–	–	–
Derivatives – gross settled
Cash inflows	812.5	51.3	–	–
Cash outflows	(807.9)	(51.0)	–	–

	Less than 1 year	1 to 2 years	2 to 5 years	Over 5 years
2023	£m	£m	£m	£m
Term loan	31.1	31.1	218.1	–
Convertible bond	3.8	3.8	503.8	–
Nordstrom loan	1.3	1.3	4.0	20.3
Obligation to repurchase own shares	–	–	–	4.9
Trade and other payables 1	578.5	–	–	–
Derivatives – gross settled
Cash inflows	1,023.1	107.8	–	–
Cash outflows	(1,008.7)	(102.5)	–	–

1 Excludes deferred revenue and any amounts in relation to taxation.

The maturities of lease liabilities are disclosed separately in Note 13.

23.3 Credit risk

Credit risk is the risk that a counterparty may default on its obligation to the Group in relation to lending, hedging, settlement and other financial

activities. The Group’s principal financial assets are trade and other receivables, financial derivatives, and cash and cash equivalents. The

Group’s credit risk is primarily attributable to its trade and other receivables and financial counterparties. The amounts included in the

consolidated balance sheet are net of allowances for doubtful receivables.

The Group has a low retail credit risk due to transactions being principally of high volume, low value and short maturity. The Group’s trade

receivables are primarily with companies with which the Group has long-standing relationships, and wholesale suppliers, and therefore the risk

of default and write-offs due to bad debts is considered to be low.

The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and customers. The credit

risk on liquid funds is considered to be low, as the Group Treasury Policy limits the total value that can be placed with each approved counterparty

to minimise the risk of loss.

The Group considers its maximum exposure to credit risk to be as follows:

	2024	2023
	£m	£m
Trade and other receivables	48.3	68.5
Cash and cash equivalents	391.0	353.3
Derivative financial assets	9.8	26.5
Total	449.1	448.3

Trade and other receivables above exclude prepayments and VAT receivables.

23 FINANCIAL RISK MANAGEMENT – CONTINUED

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23 FINANCIAL RISK MANAGEMENT – CONTINUED

23.4 Interest rate risk

Interest rate risk is the risk of increased costs arising from unexpected movements in interest rates impacting the Group’s borrowing portfolio.

Interest on financial instruments is classified as fixed rate if interest resets on the instruments are less frequent than once every 12 months.

Interest on financial instruments is classified as floating rate if interest resets on the instruments occur every 12 months or more frequently.

The Group is exposed to cash flow interest rate risk on its RCF to the extent that this is utilised, and £200m term loan, which both incur interest

linked to SONIA. The Group’s remaining borrowings pay fixed coupons.

The mix of the Group’s financial assets and liabilities at the balance sheet date was as follows:

		2024			2023
	Fixed	Floating	Total	Fixed	Floating	Total
	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	–	391.0	391.0	–	353.3	353.3
Borrowings	(497.9)	(190.2)	(6 88.1)	(488.0)	(184.8)	(672.8)
Total	(497.9)	200.8	(297.1)	(488.0)	168.5	(319.5)

The Group considers that a 100bps movement in interest rates is a reasonable measure of volatility. The sensitivity analysis has been prepared

on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt portfolio are all constant as at 1 September

2024. The sensitivity of floating rate balances to a change of 100bps in the interest rate (or such lesser amount as would result in a zero rate of

interest) at the balance sheet date is shown below:

	2024	2023
	Impact on	Impact on
	pre-tax profit	pre-tax profit
	£m	£m
Change in floating rate +/-100bps	1.9/(1.9)	0.6/(0.6)

23.5 Foreign currency risk

The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in Euros and US

dollars as well as on US dollar denominated purchases. The Group’s presentational currency is pound sterling, therefore the Group is also exposed

to foreign currency translation risks due to movements in foreign exchange rates on the translation of non-sterling assets and liabilities.

The primary use of forward exchange and option contracts for sales and inventory purchases per the Group’s hedging policy is to hedge material

currency exposures with layered hedges over a 18-month period, with up to 100% coverage of the net unmatched exposure for the first six

months preceding the forecast cash flows, and coverage decreasing between months 7 and 18. These forward foreign exchange contracts are

classified as Level 2 derivative financial instruments under IFRS 13, “Fair Value Measurement”.

The following table illustrates the hypothetical sensitivity of the Group’s reported profit before tax and other comprehensive income to a 10%

increase and decrease in the value of each of these currencies relative to pound sterling at the reporting date, assuming all other variables

remain unchanged. The sensitivity rate of 10% is deemed to represent a reasonably possible change based on historic exchange rate volatility.

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Notes to the Consolidated Financial Statements continued

23 FINANCIAL RISK MANAGEMENT – CONTINUED

The following assumptions were made in calculating the sensitivity analysis:

• Exchange rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect the fair value reserve

in equity and the fair value of the hedging derivatives, with no impact on the Income Statement.

• All hedge relationships are fully effective.

The sensitivities are calculated with reference to a single moment in time and are subject to change due to a number of factors including

fluctuating trade payable, cash balances and changes in the currency mix. In addition, each of the sensitivities is calculated in isolation while,

in reality, foreign currencies do not move independently. Positive figures represent an increase in profit before tax or in other comprehensive

income. . The sensitivity calculation has been refined during the year with prior year sensitivities updated as appropriate.

	Profit before tax			Other comprehensive income
	2024	2023	2024	2023
	£m	£m	£m	£m
Sterling strengthens by 10% against:
US dollar	(0.1)	(1.4)	(6.3)	(13.9)
Euro	(5.6)	2.2	20.6	16.7
Sterling weakens by 10% against:
US dollar	0.1	1.7	7.7	17.0
Euro	6.9	(2.7)	(25.2)	(20.5)

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24 FINANCIAL INSTRUMENTS

Accounting policies

See accounting policies as follows:

• Trade and other receivables – Note 17

• Cash and cash equivalents – Note 18

• Trade and other payables – Note 19

• Leases – Note 13

• Borrowings – Note 20

• Derivative financial instruments – Note 25

24.1 Financial instruments by category

The carrying amount of the Group’s financial assets, financial liabilities and derivative financial instruments as at the balance sheet date

are as follows:

		Fair value
		through profit
	Amortised cost	or loss	Total
2024	£m	£m	£m
Derivative financial assets	–	9.8	9.8
Cash and cash equivalents	391.0	–	391.0
Trade and other receivables 1	48.3	–	48.3
Derivative financial liabilities	–	(7.1)	(7.1)
Lease liabilities	(289.6)	–	(289.6)
Trade and other payables 2	(601.3)	–	(601.3)
Borrowings	(6 88.1)	–	(688.1)
	(1,139.7)	2.7	(1,137.0)

		Fair value
		through profit
	Amortised cost	or loss	Total
2023	£m	£m	£m
Derivative financial assets	–	26.5	26.5
Cash and cash equivalents	353.3	–	353.3
Trade and other receivables 1	68.5	–	68.5
Derivative financial liabilities	–	(6.5)	(6.5)
Lease liabilities	(329.0)	–	(329.0)
Trade and other payables 2	(578.5)	–	(578.5)
Borrowings	(672.8)	–	(672.8)
	(1,158.5)	20.0	(1,138.5)

1 Trade and other receivables excludes prepayments and VAT receivables.

2 Trade and other payables excludes deferred revenue and any amounts in relation to taxation.

Derivative financial instruments are currently held at fair value on the balance sheet – all are within level 2 of the fair value hierarchy.

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24.2 Carrying amount versus fair value

Set out below is a comparison of the carrying amount and the fair value of financial instruments that are carried in the financial statements at a

value other than fair value. The fair value of financial assets and liabilities are based on prices available from the market on which the instruments

are traded. Where market values are not available, the fair values of financial assets and liabilities have been calculated by discounting expected

future cash flows at prevailing interest rates. The fair values of cash and cash equivalents, trade receivables, and trade payables are assumed to

approximate to their book values.

		Carrying
	Fair value	amount	Fair value
2024	hierarchy	£m	£m
Convertible bond	1	(478.1)	(358.3)
Nordstrom loan	2	(19.8)	(9.6)
Term loan	2	(190.2)	(200.8)
Total		(6 88.1)	(568.7)

		Carrying
1	Fair value	amount	Fair value
2023	hierarchy	£m	£m
Convertible bond	1	(464.4)	(344.9)
Nordstrom loan	2	(20.4)	(9.8)
Term loan	2	(184.8)	(200.3)
Total		(669.6)	(555.0)

1 The methodology to calculate the fair value of the Term Loan and Nordstrom Loan has been refined during the period. Prior period comparatives have been

restated.

Fair value hierarchy is defined as:

• Level 1 fair value measurements are derived from quoted market prices (unadjusted) in active markets for identical assets or liabilities at the

balance sheet date. This level includes listed equity securities and debt instruments on public exchanges.

• Level 2 fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments is determined by discounting

expected cash flows at prevailing interest rates.

• Level 3 fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based on

observable market data (unobservable inputs).

24.3 Offsetting financial instruments

There are no financial assets and financial liabilities that are offset in the balance sheet.

24 FINANCIAL INSTRUMENTS – CONTINUED

Notes to the Consolidated Financial Statements continued

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25 DERIVATIVE FINANCIAL INSTRUMENTS

Accounting policy

The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks. These derivative financial instruments are

designated as cash flow hedges, and are initially measured at fair value on the contract date and then measured at fair value at subsequent

reporting dates. To qualify for hedge accounting, the Group documents, at the inception of the hedge, the hedging risk management strategy,

the relationship between the hedging instrument and the hedged item or transaction, the nature of the risks being hedged and an assessment

of the effectiveness of the hedging relationship, to ensure it is highly effective on an ongoing basis.

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised

directly in other comprehensive income, and the ineffective portion is recognised immediately in the income statement. Where the hedged item

subsequently results in the recognition of a non-financial asset such as inventory or property, plant and equipment, the amounts accumulated

in other comprehensive income are included in the initial cost of the asset. For all other cash flow hedges, the amounts accumulated in other

comprehensive income are recognised in the consolidated income statement when the hedged item or transaction affects the income statement.

Where derivatives do not qualify for hedge accounting, any changes in the fair value of the derivative financial instrument are recognised in the

income statement as they arise.

25.1 The effects of hedge accounting on the Group’s financial position and performance

The table below provides a breakdown of the Group’s cash flow hedges as well as derivatives not in a formal hedge accounting relationship:

		2024			2023
		Fair value			Fair value
	Notional	Asset	Liability	Notional	Asset	Liability
	£m	£m	£m	£m	£m	£m
Foreign currency derivatives
Inventory hedges	122.1	1.4	(4.7)	191.4	7.2	(1.2)
Capex hedges	13.2	–	(0.7)	24.3	0.5	(0.9)
Sales hedges	292.3	8.4	(0.8)	395.8	18.6	(3.8)
Derivatives not in a formal hedging relationship
Foreign currency derivatives	238.7	–	(0.9)	239.7	0.2	(0.6)
Total	666.3	9.8	(7.1)	851.2	26.5	(6.5)

There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign exchange contracts

match the terms of the expected highly probable forecast transactions (i.e. notional amount and expected payment date). The Group has

established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange contracts are identical to the hedged

risk components. Hedge effectiveness is determined at inception of the hedge relationship and through periodic prospective effectiveness

assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. To test the hedge effectiveness,

the Group uses the hypothetical derivative method and compares the changes in the fair value of the hedging instruments against the changes

in fair value of the hedged items attributable to the hedged risks. Hedge ineffectiveness can arise from:

• Differences in the timing of the cash flows of the hedged items and the hedging instruments.

• The counterparties’ credit risk differently impacting the fair value movements of the hedging instrument compared to the hedged items.

• Changes to the forecasted cash flows of hedged item.

The derivatives have been fair valued at 1 September 2024 with reference to forward exchange rates and option pricing models that are quoted

in an active market, with the resulting value discounted back to present value.

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Notes to the Consolidated Financial Statements continued

25 DERIVATIVE FINANCIAL INSTRUMENTS – CONTINUED

25.2 Maturity profile of hedging instruments

The table below analyses the Group’s derivative financial instruments into relevant maturity groupings based on the remaining period at the

balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

		Maturity	More than
2024	1 to 6 months	6 to 12 months	one year
US dollars (highly probable forecast purchases)
Notional amount (in £m)	82.9	37.7	14.7
Average GBP:USD contract rate	1.28	1.27	1.27
Euro (highly probable forecast sales)
Notional amount (in £m)	113.3	88.2	23.9
Average GBP:EUR contract rate	1.15	1.16	1.15
Other (highly probable forecast sales)
Notional amount (in £m)	38.3	24.8	3.8
Average GBP: Other contract rate	Various currencies

		Maturity	More than
2023	1 to 6 months	6 to 12 months	one year
US dollars (highly probable forecast purchases)
Notional amount (in £m)	66.6	109.3	39.8
Average GBP:USD contract rate	1.31	1.28	1.30
Euro (highly probable forecast sales)
Notional amount (in £m)	86.6	97.0	25.6
Average GBP:EUR contract rate	1.14	1.15	1.14
Other (highly probable forecast sales)
Notional amount (in £m)	74.3	73.8	38.5
Average GBP: Other contract rate		Various currencies

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25 DERIVATIVE FINANCIAL INSTRUMENTS – CONTINUED

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

		Change in value
	Change in value	of hedging
	of hedged item	instrument for	Cumulative
	for calculating	calculating	impact on cash
	hedge	hedge	flow hedge
	ineffectiveness	ineffectiveness	reserve
2024	£m	£m	£m
Hedges of foreign currency sales	(6.7)	6.7	7.6
Hedges of foreign currency inventory purchases	4.6	(4.6)	(2.3)
Hedges of foreign currency purchases of property, plant and equipment	0.6	(0.6)	0.9

	Change in value	Change in value
	of hedged item	of hedging	Cumulative
	for calculating	instrument for	impact on cash
	hedge	calculating hedge	flow hedge
	ineffectiveness	ineffectiveness	reserve
2023	£m	£m	£m
Hedges of foreign currency sales	(30.5)	30.5	14.8
Hedges of foreign currency inventory purchases	53.8	(53.8)	4.5
Hedges of foreign currency purchases of property, plant and equipment	6.3	(6.3)	2.1

25.4 Analysis of fair value movements in cash flow hedge reserve by risk category

		Fair value
		movements
		recognised in
		other
		comprehensive	Amounts
	Opening	income	reclassified	Closing
2024	£m	£m	£m	£m	Reclassification recognised in
Hedges of foreign currency sales	14.8	6.7	(13.9)	7.6	Revenue
Hedges of foreign currency	4.5	(4.6)	(2.2)	(2.3)	Inventory
inventory purchases
Hedges of foreign currency	2.1	(0.6)	(0.6)	0.9	Property, plant and
purchases of property, plant					equipment
and equipment
Tax	(4.2)	4.0	–	(0.2)
	17.2	5.5	(16.7)	6.0

		Fair value
		movements
		recognised in
		other
		comprehensive	Amounts
	Opening	income	reclassified	Closing
2023	£m	£m	£m	£m	Reclassification recognised in
Hedges of foreign currency sales	(17.4)	30.5	1.7	14.8	Revenue
Hedges of foreign currency	43.6	(53.8)	14.7	4.5	Inventory
inventory purchases
Hedges of foreign currency purchases	6.2	(6.3)	2.2	2 .1	Property, plant and
of property, plant and equipment					equipment
Tax	(6.2)	2.0	–	(4.2)
	26.2	(27.6)	18.6	17.2

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Notes to the Consolidated Financial Statements continued

26 SHARE-BASED PAYMENTS

Accounting policies

The Group issues equity-settled share-based payments to certain employees, whereby employees render services in exchange for shares

or rights over shares of the parent company.

The fair value of the employee services rendered is determined by reference to the fair value of the shares awarded or options granted, excluding

the impact of any non-market vesting conditions. All share options are valued using an option-pricing model. This fair value is charged to the

income statement over the vesting period of the share-based payment scheme with a corresponding increase in equity.

The value of the charge is adjusted in the income statement over the remainder of the vesting period to reflect expected and actual levels

of options vesting, with the corresponding adjustments made in equity.

The Group incurred a cost of £3.4m (2023: £5.2m) net of capitalised costs totalling £1.2m (2023: £1.2m) in relation to share-based payments

during the year.

26.1 Save As You Earn (SAYE) scheme

Under the terms of the current SAYE scheme, the Board grants options to purchase ordinary shares in the Company to employees who enter into

an HMRC-approved SAYE scheme for a term of three years. Options are granted at up to a 20% discount to the market price of the shares on

the day preceding the date of offer and are normally exercisable for a period of six months after completion of the SAYE contract. These option

grants are settled on exercise either through the issue of new ordinary shares or through a transfer of shares from the Employee Benefit Trust.

	2024				2023
		Weighted				Weighted
	Number	average		Number		average
	of options	exercise price		of options		exercise price
	(no. of shares)	(pence)		(no. of shares)		(pence)
Outstanding at beginning of period	1,345,993	350		287,037		1,933
Granted	1,663,748	312	1,	497,39	0	298
Lapsed	(1,032,956)	560			(438,434)	1,209
Exercised	(1,282)	225			–	–
Outstanding at end of period	1,975,503	374			1,345,993	350
Exercisable at end of period	169	532			4,323	914

The weighted average share price for options exercised over the period was 351 pence. The weighted average remaining contractual life of

options outstanding at 1 September 2024 was 2.6 years (2023: 2.3 years).

The fair value of SAYE options granted during the current and prior periods was calculated using the Black-Scholes model, assuming the following

inputs:

	2024		2023
	Grant 1	Grant 2
Share price (pence)	400	344	665
Exercise price (pence)	312	317	532
Expected volatility (%)	64	63	63
Expected life (years)	3.6	3.5	2 .1
Risk-free rate (%)	4.0	4.1	3.3
Dividend yield	–	–	–
Weighted average fair value of options (pence)	225	174	298

Volatility has been estimated by taking the historical volatility in the Company’s share price over a three-year period.

26.2 ASOS Long-Term Incentive Scheme (ALTIS)

Under the terms of the ALTIS, certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of which

is calculated as a fixed multiple of salary, and will only vest to the extent the related performance targets, as detailed in the Directors’

Remuneration Report on page 102, are met. These awards are settled on exercise either through the issue of new ordinary shares or

through a transfer of shares from the Employee Benefit Trust.

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ANNUAL REPORT AND ACCOUNTS 2024

175

Awards granted under the ALTIS are shown below:

	2024	2023
Outstanding at beginning of period	1,820,720	790,724
Granted	1,797,919	1,564,478
Lapsed	(54 0,136)	(510,069)
Exercised	(148,352)	(24,413)
Outstanding at end of period	2 ,930,151	1,820,720

The weighted average share price for awards exercised over the period was 381 pence. The weighted average remaining contractual life of share

awards outstanding at 1 September 2024 was 1.8 years (2023: 1.8 years). Details of shares conditionally allocated at 1 September 2024 are set

out below:

Date of grant	2024	2023
ALTIS '20	–	160,375
ALTIS '21	236,104	29	0,16	0
ALTIS '22	1,098,176			1,370,185
ALTIS '23	1,595,871			–
Total	2,930,151			1,820,720

The fair value of awards granted during the current and prior periods under sales, EPS and ESG performance conditions were calculated using

the Black-Scholes model, and the fair value of awards granted under the ALTIS TSR (Total Shareholder Return) performance conditions were

calculated using the Monte Carlo model. Both sets of inputs are shown below:

			2024			2023
	Grant 1	Grant 2	Grant 3	Grant 4	Grant 5	Grant 1	Grant 2
Share price (pence)	365	377	348	344	377	642	406
Exercise price (pence)	–	–	–	–	–	–	–
Expected volatility (%)	74.2	66.1	67.1	66.7	66.1	72.4	69.8
Expected life (years)	2.1	2.5	2.8	2.8	2.5	2.9	2.4
Risk-free rate (%)	4.5	4.0	4.3	4.0	4.0	3.2	4.6
Dividend yield	–	–	–	–	–	–	–
Weighted average fair value of options for EPS performance condition (pence)	365	377	348	344	377	642	406
Weighted average fair value of options for TSR performance condition (pence) 1	–	–	–	–	–	270	171

1 Inputs to the Monte Carlo model for all grants from 2023 were as follows: share price of 642 pence, exercise price of nil, expected volatility of 57.0%, expected life

of 2.8 years, risk-free rate of 3.2% and dividend yield of nil.

Volatility has been estimated by taking the historical volatility in the Company’s share price over a three-year period.

26.3 Restricted Stock Unit (RSU)

Certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of which is calculated as a fixed multiple of

salary, and will only vest to the extent the members remain in employment to the end of the vesting period. These RSUs are granted under the

ALTIS rules and will be share-settled.

Awards granted are shown below:

	2024	2023
Outstanding at beginning of period	229,866	114,294
Granted	1,296,199	323,208
Lapsed	(58,031)	(29,235)
Exercised	(151,739)	(178,401)
Outstanding end of period	1,316,295	229,866

26 SHARE-BASED PAYMENTS – CONTINUED

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Notes to the Consolidated Financial Statements continued

The weighted average share price for awards exercised over the period was 360 pence. The weighted average remaining contractual life of share

awards outstanding at 1 September 2024 was 2.2 years (2023: 0.4 years).

No performance conditions were included in the fair value calculations. The fair value per award granted during the period and the assumptions

used in the calculation as well as details of shares conditionally allocated are as follows:

	Fair value of
	options
Date of grant	(pence)	2024	2023
30.08.22	727	–	4,814
19.01.23	761	–	104,996
31.05.23	354	70,622	120,056
31.01.24	378	810,421	–
25.04.24	378	435,252	–
		1,316,295	229,866

26.4 Share Incentive Plan (SIP)

Under the terms of the SIP, in 2012 and 2013 the Board awarded free shares to every employee under an HMRC-approved SIP. Shares must be

held in trust for a period of at least three years after grant date and became transferable to SIP-recipients three years after date of grant. The

trustee of the SIP is Link Market Services Trustees Limited. Only 2,338 shares remain allocated to SIP-recipients at the period end (2023: 2,901).

27 RELATED PARTY TRANSACTIONS

27.1 Key management personnel

The aggregate compensation to key management personnel, being the Directors of ASOS Plc (Executive and Non-Executive) and the members of

the Management Committee was as follows:

	2024	2023
	£m	£m
Short-term employee benefits	5.7	5.1
Post-employment benefits	0.3	0.3
Share-based payments charge	0.8	0.9
Joining costs and loss of office costs	0.2	0.5
	7.0	6.8

Components of the highest-paid Director’s remuneration are detailed in the Directors’ remuneration table on page 108.

27.2 Transactions with other related parties

During the period, the Group made purchases of inventory, net of VAT, totalling £59.7m (2023: £65.9m) from Aktieselskabet af 5.5.2010, a

company which has a significant shareholding in the Group. At 1 September 2024, the amount due to Aktieselskabet af 5.5.2010 was £11.2m

(2023: £6.8m).

Frasers Group is now a related party since 15 March 2024, becoming one of the Group’s major shareholders during the period. During the period,

the Group made purchases of inventory, net of VAT, totalling £0.6m (2023: not applicable) from entities under the control of Frasers Group.

At 1 September 2024, the amount due to Frasers Group entities was £0.1m (2023: not applicable).

26 SHARE-BASED PAYMENTS – CONTINUED

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177

28 NET DEBT RECONCILIATION

Group net debt comprises cash and cash equivalents less any borrowings drawn down at period-end (including accrued interest), but excluding

outstanding lease liabilities.

	2024	2023
	£m	£m
Borrowings	(688.1)	(672.8)
Leases	(289.6)	(329.0)
Liabilities from financing activities	(977.7)	(1,001.8)
Cash and cash equivalents	391.0	353.3
Net debt	(586.7)	(648.5)
Net debt APM (ex-leases)	(297.1)	(319.5)

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

			Liabilities from
			financing
	Lease liabilities	Borrowings	activities
	£m	£m	£m
As at 4 September 2023	(329.0)	(672.8)	(1,001.8)
Cash flows from financing activities
Repayments of principal	25.5	0.5	26.0
Interest paid	5.5	37.1	42.6
Non-cash movements
Movement in lease liabilities	9.9	–	9.9
Foreign exchange impacts	4.0	–	4.0
Accrued interest	(5.5)	(52.9)	(58.4)
As at 1 September 2024	(289.6)	(688.1)	(977.7)

			Liabilities from
			financing
	Lease liabilities	Borrowings	activities
	£m	£m	£m
As at 1 September 2022	(380.1)	(475.9)	(856.0)
Cash flows from financing activities
Repayments of principal/(drawdown of borrowings)	22.4	(198.3)	(175.9)
Interest paid	5.6	28.0	33.6
Financing fees paid	–	15.8	15.8
Non-cash movements
Movement in lease liabilities	21.1	–	21.1
Foreign exchange impacts	7.6	–	7.6
Accrued interest	(5.6)	(42.4)	(48.0)
As at 3 September 2023	(329.0)	(672.8)	(1,001.8)

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Notes to the Consolidated Financial Statements continued

29 COMMITMENTS AND CONTINGENCIES

29.1 Capital commitments

Capital expenditure committed at the reporting date but not yet incurred is as follows:

	2024	2023
	£m	£m
Fixtures and fittings	15.9	71.3
Intangible assets	54.9	76.2
	70.8	147.5

29.2 Subsidiary audit exemptions

The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (the “Act”) relating to the audit of

individual accounts by virtue of Section 479A of the Act.

Name	Company number	Name	Company number
ASOS Global Limited	07817472	Covetique Limited	07491491
ASOS Marketplace Limited	07289272	Crooked Tongues Limited	06579850
ASOS Payments Holdings Limited	13332420	Eight Paws Projects Limited	07990751
ASOS Projects Limited	08218702	Mornington & Co (No.1) Limited	08506761
ASOS Transaction Services Limited	08207408	Mornington & Co (No.2) Limited	08506877
ASOS Ventures Limited	09356546	ASOS Payments UK Limited	13337408

29.3 Contingent liabilities

From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business, which due to the

fast-growing nature of the Group and its e-commerce base, may concern the Group’s brand and trading name or its product designs. All such

cases brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result in a future

economic outflow which can be reliably measured.

As previously reported, ASOS is currently party to legal proceedings in overseas territories which the Group is robustly defending. The claim

considers the laws applicable to the sale of goods in the relevant territory, under which the claimants are seeking a financial remedy for alleged

breaches by ASOS of local laws. The claim remains in its early stages, and will be heard in two phases. Completion of such a claim can be a lengthy

process, with a final court decision of the first phase potentially taking up to two years after the initial hearing. The claim and its defence are

relatively complex, there are multiple factual and legal defences to the claims and the Group intends to defend them vigorously. The Group

therefore cannot make an assessment of the likely outcome of the litigation, or the potential quantum of any liability were it to arise or the

potential impact on the Group at this stage. Furthermore, management are of the opinion that, given the early stages of the claim, disclosure

of any potential quantification could be prejudicial to the Group at this time.

As disclosed in the prior year annual accounts, the Group has made a voluntary disclosure to an overseas tax authority in relation to potentially

overclaimed VAT. As explained, whether or not the VAT was overclaimed was ultimately dependent on the relevant tax authority’s view. The

overseas tax authority has now concluded that the VAT was correctly charged to ASOS, hence ASOS was correct in recovering the VAT and

no repayment or multi-party non-cash agreement is necessary. This issue is therefore considered successfully resolved without the liability

crystallising. The Group notes that there are a small number of suppliers who should likely have historically charged VAT on services but have not.

The Group has notified the relevant suppliers of this and any amount payable will not be material and will be able to be reclaimed by ASOS from

the overseas tax authority in the normal course of business .

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179

30 POST BALANCE SHEET EVENTS

Disposal of Topshop and Topman brands

On 5 September 2024, the Group entered into a binding agreement to sell the intellectual property relating to the Topshop and Topman (TSTM)

brands to a subsidiary of Heartland A/S (a related party of the Group), for a consideration as follows:

• Cash of £135m.

• 25% of the issued ordinary shares in the entity that will hold the brands, valued at £45m.

As disclosed in Note 16, assets of £165.5m have been classified as held for sale as at the year-end. The transaction has subsequently completed,

resulting in the derecognition of the assets held for sale, the recognition of an investment in an associate of £45m, and a profit on disposal of

c.£14m.

ASOS has the right, at its sole discretion, to sell a 5% interest in the associate to Heartland A/S for £9m.

As part of the arrangement, the purchasing entity has granted a licence to ASOS.com of 10 years (extendable up to 25 years at ASOS’

discretion), pursuant to which ASOS.com has the exclusive right to continue to design TSTM products (subject to de minimis rights to design local

products) for global distribution and to sell Topshop and Topman products through the ASOS.com website in consideration for a royalty fee.

ASOS also has the right to operate Topshop.com and Topman.com globally, and has been granted exclusive wholesale distribution rights in the UK

and North America, while the purchasing entity retains the rights to open branded stores globally and distribute through wholesale partners

outside of the UK and North America.

Refinancing

After the period end, in September 2024, the Group launched a refinancing exercise of the Convertible Bonds due 2026 as follows:

• £253m was exchanged into new Convertible Bonds due 2028;

• £173.4m of the Convertible Bonds due 2026 was accepted for repurchase at a discount of par 15%, and

• As a result, £73.6m remains in the Convertible Bonds due 2026.

The new Convertible Bonds were issued at par and carry a fixed annual coupon of 11%, payable semi-annually in arrears. The initial conversion

price has been set at £79.65, in line with the Convertible Bond due 2026. The Bonds will be redeemed on 19 September 2028, unless previously

converted, exchanged, redeemed or purchased and cancelled in accordance with the terms and conditions of the Bonds, at a redemption price

of 120% of the principal amount.

In addition, ASOS announced an amendment and extension of its existing facilities agreement with Bantry Bay Capital to May 2027 with an option

for a 12-month extension. As part of this, £50m of the term loan has been repaid, with a corresponding increase in the available accordion facility.

The Group’s previous minimum liquidity covenant has been removed, and maintaining positive liquidity is the only condition now required to avoid

an event of default. In addition, the Group is also subject to a springing maturity clause in the term loan facility in April 2026, conditional upon

forward projection of base case cash flows.

Following the disposal of the brands and the refinancing exercise, the Group recognised a reduction in net debt of approximately £130m.

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ANNUAL REPORT AND ACCOUNTS 2024

Note

1 September

2024

£m

3 September

2023

£m

Non-current assets

Investments in subsidiaries C3 70.5 65.9

Amounts due from subsidiary undertakings C4 845.6 836.5

916.1 902.4

Current assets

Amounts due from subsidiary undertakings C4 1.6 1.4

Current liabilities

Amounts due to subsidiary undertakings C5 (1.6) (1.4)

Non-current liabilities

Amounts due to subsidiary undertakings C5 (476.4) (4 67.3)

Net assets 439.7 4 3 5.1

Equity

Called up share capital C6 4.2 4.2

Share premium C6 322.6 322.6

Convertible bond reserve 58.9 58.9

Retained earnings C7 54.0 49.4

Total equity 439.7 4 35.1

The profit after tax for the financial period was £nil (2023: loss of £0.1m). Notes 1 to 7 are an integral part of the financial statements.

The financial statements of ASOS Plc, registered number 4006623, on pages 180 to 185, were approved by the Board of Directors and authorised

for issue on 5 November 2024 and were signed on its behalf by:

José Antonio Ramos Calamonte Dave Murray

Chief Executive Officer Chief Financial Officer

Company Balance Sheet

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ANNUAL REPORT AND ACCOUNTS 2024

181

Called up share

capital

£m

Share premium

£m

Convertible

Bond reserve

£m

Retained

earnings

£m

Total

£m

As at 4 September 2023 4.2 322.6 58.9 49.4 4 3 5.1

Share-based payments contribution – – – 4.6 4.6

As at 1 September 2024 4.2 322.6 58.9 54.0 439.7

Called up share

capital

£m

Share premium

£m

Convertible

Bond reserve

£m

Retained

earnings

£m

Total

£m

As at 1 September 2022 3.5 245.7 58.8 4 3.1 351.1

Loss for the period and total comprehensive loss – – – (0.1) (0.1)

Share issue 0.7 76.9 – – 77.6

Share-based payments contribution – – – 6.4 6.4

Adjustment – – 0.1 – 0.1

As at 3 September 2023 4.2 322.6 58.9 49.4 4 3 5.1

Retained earnings includes the share-based payments reserve.

Company Statement ofChanges in Equity

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ANNUAL REPORT AND ACCOUNTS 2024

C1 BASIS OF PREPARATION

The parent company’s financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the

Companies Act 2006 as applicable to companies using FRS 101. The financial period represents the 52 weeks to 1 September 2024 (prior financial

period 1 September 2022 to 3 September 2023). Within these financial statements, “2024” refers to the 52 weeks to 1 September 2024, or as at

1 September 2024; and “2023” refers to the financial period 1 September 2022 to 3 September 2023, or as at 3 September 2023.

The disclosure exemptions adopted by the Company in accordance with FRS 101 are as follows:

• The requirements of IAS 7 to present a cash flow statement

• The requirements of paragraph 17 of IAS 24 “Related Party Transactions”, to disclose information related to key management personnel, and

the requirements of IAS 24 to disclose related party transactions between two or more members of a group for wholly owned subsidiaries

• The requirements of paragraphs 30 and 31 of IAS 8 to disclose information assessing the possible impact of new standards issued but which

are not yet effective

• The requirements of IFRS 7 and IFRS 13 for disclosure of financial instruments and fair values

• The requirements of IFRS 2, to disclose information related to share-based payment arrangements

• The requirements of IAS 1 to present comparative information in respect of certain assets and the disclosure information related to capital

management

The financial statements are presented in pound sterling, rounded to the nearest £0.1m unless otherwise stated. They have been prepared on the

going concern basis under the historical cost convention.

The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented an income

statement nor a statement of comprehensive income for the Company alone.

Amendments to published standards

The Company adopted the following accounting standards and amendments during the year with no material impact:

• IFRS 17 Insurance Contracts

• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

• Definition of Accounting Estimates – Amendments to IAS 8

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

The Company is assessing the impact of the following standards, interpretations and amendments that are not yet effective.

• Amendments to the IFRS for SMEs Accounting Standard – International Tax Reform – Pillar Two Model Rules

• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases

• Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation

ofFinancial Statements

• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements

• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

• IFRS S2 Climate-related Disclosures

• Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

• Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments

and IFRS 7 Financial Instruments: Disclosures

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 Consolidated Financial

Statements and IAS 28 Investments in Associates and Joint Ventures

The Company has considered the impact of the remaining above standards and revisions and have concluded that they will not have material

impact on the Company’s financial statements.

C2 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Company’s financial statements requires the use of judgements, estimates and assumptions in applying the Company’s

accounting policies to determine the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of future

events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any revisions to

accounting estimates are applied prospectively. None of the estimates and judgements used in preparation of the Company financial statements

are considered significant.

Notes to the Company Financial Statements

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

183

C3 INVESTMENTS IN SUBSIDIARIES

Accounting policy

Investments in subsidiaries are carried at cost less any impairment loss in the financial statements of the Company. At each reporting period, the

Company assesses the carrying amounts of its investments to determine whether there is any indication of impairment. Where such an indication

exists, the Company makes an estimate of the recoverable amount. If the recoverable amount of the investment is less than its carrying amount,

the investment is written down to its recoverable amount. Any impairment loss is immediately recognised in the income statement.

In accordance with IFRS 2, ASOS.com Limited (a subsidiary of the Company) is required to recognise share-based payment arrangements

involving equity instruments where ASOS.com Limited has remunerated those providing services to the entity in this way. ASOS Plc makes

contributions to ASOS.com Limited equal to the charge for the share-based payment arrangement which is reflected as an increase in ASOS Plc’s

capital contribution to ASOS.com Limited. For the period from 4 September 2023 to 1 September 2024, ASOS.com Limited recognised a charge

of £4.6m (2023: £6.4m) in respect of share-based payment arrangements. Accordingly, this is included within investment additions within the

table below.

2024

£m

2023

£m

At the beginning of the period 65.9 59.5

Additions 4.6 6.4

At the end of the period 70.5 65.9

An impairment test over the investment in subsidiaries was performed at the period-end, with no impairments identified. Where value-in-use

calculations have been used to estimate the recoverable amounts of the investments, sensitivity analysis has been performed. The analysis

indicates that there is sufficient headroom such that a reasonably possible change to key assumptions would not result in any impairment

in any of the Company’s investments in subsidiaries.

C4 AMOUNTS DUE FROM SUBSIDIARY UNDERTAKINGS

Accounting policy

Amounts due from subsidiary undertakings are initially recognised at fair value and are subsequently measured at amortised cost using the

effective interest rate method less any provision for impairment.

2024

£m

2023

£m

Current 1.6 1.4

Non-current 845.6 836.5

847.2 837.9

Included within non-current receivables are interest-bearing amounts of £478.1m (2023: £493.8m). The remainder is non-interest bearing.

All amounts are repayable on demand.

Receivable balances with Group companies are reviewed for potential impairment based on the ability of the counterparty to meet its

obligations. No impairment losses were recognised in the financial period.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

184

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

Notes to the Company Financial Statements continued

C5 AMOUNTS DUE TO SUBSIDIARY UNDERTAKINGS

Accounting policy

Amounts due to subsidiary undertakings are recognised initially at fair value, and subsequently at amortised cost using the effective interest

rate method.

2024

£m

2023

£m

Current 1.6 1.4

Non-current 476.4 4 67.3

478.0 468.7

Non-current amounts due to subsidiary undertakings relate to a term loan with Cornwall (Jersey) Limited relating to the convertible bond

due in 2026. The terms of the loan mirror those of the Convertible Bond which are described in Note 20 of the Group financial statements.

C6 CALLED UP SHARE CAPITAL AND SHARE PREMIUM

Accounting policy

Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are

shown in equity as a deduction, net of tax, from the proceeds.

2024

Number of

ordinary shares

2023

Number of

ordinary shares

2024

£m

2023

£m

Called up share capital

Allotted, issued and fully paid ordinary shares of 3.5p 119,334,341 119,236,85 0 4.2 4.2

Share premium account

Share premium 322.6 322.6

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

Number of

ordinary shares

Share capital

£m

Share premium

£m

As at 4 September 2023 119,236,850 4.2 322.6

Allotted in respect of share option schemes 97,491 – –

As at 1 September 2024 119,334,341 4.2 322.6

Number of

ordinary shares

Share capital

£m

Share premium

£m

As at 1 September 2022 99,940,235 3.5 245.7

Allotted in respect of share option schemes 202,814 – –

New shares issues 19,093,801 0.7 76.9

As at 3 September 2023 119,236,85 0 4.2 322.6

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

185

C7 RETAINED EARNINGS

2024

£m

2023

£m

As at 4 September 2023 and 1 September 2022 49.4 4 3.1

Loss for the financial period and total comprehensive loss – (0.1)

Share-based payments contribution 4.6 6.4

As at 1 September 2024 and 3 September 2023 54.0 49.4

C8 CONTINGENT LIABILITIES AND GUARANTEES

Contingent liabilities

Refer to Note 29 of the Group financial statements.

Guarantees

Via the statutory audit exemptions as disclosed on page 178, ASOS Plc will guarantee all outstanding liabilities that the relevant subsidiaries are

subject to as at the financial period ended 1 September 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, ASOS Plc

willguarantee any contingent and prospective liabilities that these subsidiaries are subject to.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

186

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

In accordance with Section 409 of the Companies Act 2006 and Schedule 4 of The Large and Medium-sized Companies and Groups (Accounts

and Reports) Regulations 2008, a full list of related undertakings, registered office address and the percentage of share class owned as at

1 September 2024 are disclosed below. All shares held are ordinary shares unless otherwise stated.

Name of company

Country of

incorporation

Proportion of

ordinary shares

held Holding Nature of business

ASOS Intermediate Holdings Limited UK 100% Direct Holding company

Mornington & Co (No. 1) Limited UK 100% Direct Vehicle for implementation of ALTIP

Mornington & Co (No. 2) Limited UK 100% Direct Vehicle for implementation of ALTIP

ASOS.com Limited

1,2

UK 100% Indirect Internet retailer

Crooked Tongues Limited UK 95% Indirect Internet retailer

Covetique Limited UK 100% Indirect Discontinued internet marketplace

ASOS Marketplace Limited UK 100% Indirect Internet marketplace

ASOS Global Limited UK 100% Indirect Holding company

Eight Paw Projects Limited UK 100% Indirect Brand management company

ASOS US, Inc US 100% Indirect Employer of marketing staff based

in the US

ASOS Germany GmbH Germany 100% Indirect Employer of supply chain staff

based in Germany

ASOS France SAS France 100% Indirect Non-trading company

ASOS Transaction Services France SAS France 100% Indirect Payment processing company

ASOS Australia Pty Limited Australia 100% Indirect Non-trading company

ASOS Canada Services Limited Canada 100% Indirect Non-trading company

ASOS Transaction Services Limited UK 100% Indirect Holding company

ASOS Transaction Services Australia Pty Limited Australia 100% Indirect Payment processing company

ASOS US Sales, LLC US 100% Indirect Payment processing company

ASOS Projects Limited

UK 100% Indirect Holding company

ASOS Ventures Limited UK 100% Indirect Non-trading company

ASOS (Shanghai) Commerce Co. Limited China 100% Indirect Discontinued internet retailer

ASOS Payments UK Limited UK 100% Indirect Payment processing company

ASOS Payments Europe B.V. Netherlands 100% Indirect Payment processing company

ASOS Payments Holdings Limited UK 100% Indirect Holding company

Cornwall (Jersey) Limited Jersey 100% Indirect Vehicle for issue of convertible bond

ASOS Holdings Limited UK 90% Indirect Brand management company

1 ASOS.com Limited has a 7.2% interest in Needle and Thread Design Holdings Limited.

2 ASOS.com Limited additionally has a branch registered in the Netherlands.

3 ASOS Projects Limited has a 2.9% interest in Action Artificial Intelligence Limited.

Related Undertakings of the ASOS Group

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

187

All UK incorporated entities share the same registered office as ASOS Plc and non-UK entities’ registered offices are detailed below:

Entity Registered office

ASOS US Inc 300 Creek View Road, Suite 209, Newark, DE 19711

ASOS Germany GmbH An der Anhalter Bahn 6, 14979 Grossbeeren, Germany

ASOS France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France

ASOS Transaction Services France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France

ASOS Australia Pty Limited Company Matters Pty Limited, Level 12, 680 George Street, Sydney NSW 2000,

Australia

ASOS Canada Services Limited 777 Dunsmuir Street, Suite 1700, Vancouver, BC V7Y 1K4, Canada

ASOS Transaction Services Australia Pty Limited c/o Company Matters Pty Limited, Tower 4, 727 Collins Street, Docklands, VIC

3008, Australia

ASOS US Sales LLC 300 Creek View Road, Suite 209, Newark, DE 19711

ASOS (Shanghai) Commerce Co. Limited Unit 506A Level 5, No. 2911 Zhongshan North Road, Putuo District, Shanghai, China

ASOS Payments Europe B.V. Suites 2.02 and 2.03, Prinsengracht 769, 1017 JZ Amsterdam, The Netherlands

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

188

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

The Group uses the below non-IFRS performance measures to allow shareholders to better understand underlying financial performance and

position. These should not be seen as substitutes for IFRS measures of performance and may not allow a direct comparison to other companies.

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Like-for-like

revenue

growth

None Like-for-like revenue growth

reflects constant currency

revenue, which includes retail sales

and income from other services,

adjusted for the impact of foreign

exchange translation. The current

period also adjusts for the impact

of four less trading days in FY24.

This measure is presented as a means of eliminating the effects of

exchange rate fluctuations on the period-on-period reported results.

2024

£m

2023

£m

Growth

Group revenue 2,905.8 3,549.5 (18%)

Adjusted for:

Adjusted items (9.8) (11.5)

LFL financial periods 49.7 –

Impact of foreign

exchange translation

11.0 –

Like-for-like revenue

growth

2,956.7 3,538.0 (16%)

2023

£m

2022

£m

Growth

Group revenue 3,549.5 3,936.5 (10%)

Adjusted for:

Impact of foreign

exchange translation,

adjusted items, and

LFL financial periods

(101.5) –

Excluding Russia

–

(76.8)

Like-for-like revenue

growth

3,448.0 3,859.7 (11%)

Retail sales Revenue

Internet sales recorded net of an

appropriate deduction for actual

and expected returns, relevant

vouchers, discounts and sales

taxes.

Retail sales exclude income from

delivery receipt payments,

marketing services, commission on

partner-fulfilled sales and revenue

from wholesale sales.

A measure of the Group’s trading performance focusing on the sale of

products to end customers. Used by management to monitor overall

performance across markets, and the basis of key internal KPIs such

as ABV.

A reconciliation of this measure is included in Note 4.

Alternative Performance Measures (APMs)

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

189

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Adjusted

revenue

Revenue Revenue excluding the impact

of adjusting items.

A measure of the Group’s revenue and gross profitability, excluding

the impact of any adjusting items.

Reconciliation is shown below:

2024

£m

2023

£m

Revenue 2,905.8 3,549.5

Adjusting items (9.8) (11.5)

Adjusted revenue 2,896.0 3,538.0

Gross profit 1,162.5 1,459.0

Adjusting items 94.8 104.4

Adjusted gross profit 1,257.3 1,563.4

Gross margin % 40.0% 41.1%

Adjusted gross margin % 43.4% 44.2%

Adjusted

gross margin

None Gross profit divided by revenue

andexcluding the impact of

adjusting items.

Adjusted EBIT Operating

(loss)/profit

Profit before tax, interest, and any

adjusting items excluded from

adjusted profit before tax (see

below).

A measure of the Group’s underlying profitability for the period, excluding

the impact of any transactions outside of the ordinary course of business

and not considered to be part of ASOS’ usual cost base. Used by

management to monitor the performance of the business each month.

Adjusted

(loss)/profit

before tax

(Loss)/profit

before tax

Adjusted (loss)/profit before tax

excludes items recognised in

reported profit or loss before tax

which, if included, could distort

comparability between periods.

In determining which items to

exclude, the Group considers items

which are significant either by

virtue of their size and/or nature,

or that are non-recurring.

2024

£m

2023

£m

Operating loss (331.9) (248.5)

Adjusting items excluding finance

costs (Note 3)

250.4 219.5

Adjusted EBIT (81.5) (29.0)

Net finance costs (Note 8) (47.4) (48.2)

Add back adjusting finance costs

(Note 3)

2.9 6.9

Adjusted loss before tax (126.0) (70.3)

Details of adjusting items are included within Note 3.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

190

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Adjusted

EBITDA

Adjusted

EBITDA

margin

Operating

(loss)/profit

Adjusted EBIT above, adjusted

fordepreciation, amortisation

andimpairments.

Adjusted EBITDA divided by

adjusted revenue

Adjusted EBITDA is used to review the Group’s profit generation and

the sustainability of ongoing capital reinvestments and finance costs.

2024

£m

2023

£m

Adjusted EBIT (above) (81.5) (29.0)

Add back depreciation and

amortisation (per cash flow)

172.3 172.5

Add back impairment (per cash flow) 119.9 32.1

Less depreciation and amortisation

excluded from adjusted profit

(10.7) (19.6)

Less impairment excluded from

adjusted profit

(119.9) (31.5)

Adjusted EBITDA 80.1 124.5

Group revenue 2,905.8 3,549.5

Adjusting items (9.8) (11.5)

Adjusted Group revenue 2,896.0 3,538.0

Adjusted EBITDA margin 2.8% 3.5%

1 The prior year comparative comprises £18.3m within property initiatives,

and£1.3m within the commercial operating model change.

Net cash/

(debt)

No direct

equivalent

Cash and cash equivalents less

thecarrying value of borrowings

(including accrued interest) drawn

down at period-end, but excluding

outstanding lease liabilities.

A measure of the Group’s liquidity.

Information is included in Note 28. A reconciliation is included below:

2024

£m

2023

£m

Cash and cash equivalents 391.0 353.3

Borrowings (6 88.1) (672.8)

Lease liabilities (289.6) (329.0)

Net borrowings (586.7) (648.5)

Add back lease liabilities 289.6 329.0

Group net debt (297.1) (319.5)

Alternative Performance Measures (APMs) continued

ASOS PLC

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ANNUAL REPORT AND ACCOUNTS 2024

191

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Free cash

flow

Operating

cash flow

Free cash flow is net cash

generated from operating

activities, less payments to acquire

intangible and tangible assets,

payment of the principal portion

of lease liabilities and net finance

expenses.

A measure of the cash generated by the Group outside cash flows

relating to M&A and financing transactions, which allows management

to better assess the cash being generated by the business.

A reconciliation to the Group cash flow is shown below:

2024

£m

2023

£m

Cash generated from operations (per

cash flow)

228.0 16.4

Purchase of tangible and intangible

assets

(133.5) (177.9)

Repayment of principal portion of

lease liabilities

(25.5) (22.4)

Net interest paid (31.3) (2 9.1)

Free cash flow 37.7 (213.0)

Other

working

capital

movements

(per Financial

Review)

No direct

equivalent

Removes working capital and

cash movements relating to

adjusted items.

To provide a reconciliation of the working capital movement in the

financial statements to the other working capital movement in the

Financial Review.

2024

£m

2023

£m

Decrease/(increase) in other working

capital (per Financial Review)

12.1 (260.4)

Comprises:

Working capital per cash flow

(excluding inventory)

7.1 (275.4)

Working capital relating to adjusted

items (see below)

5.0 15.0

12.1 (260.4)

Working capital relating to

adjusting items:

Adjusted items (Note 3) (253.3) (226.4)

Add back adjusted impairment (Note 3) 119.9 31.5

Add back adjusted depreciation (Note 3)

10.7 19.6

Add back commercial model change

(Cost of sales) (Note 3)

104.6 130.0

Add back adjusted finance costs (Note 3) 2.9 6.9

Adjusted working capital before cash

impacts

(15.2) (38.4)

Cash impact of adjusted items 20.2 53.4

Working capital relating to adjusted

items

5.0 15.0

1 The prior year comparative comprises £18.3m within property initiatives, and

£1.3m within the commercial operating model change

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

192

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Cost to serve No direct

equivalent

Operating expenses (excluding

depreciation and amortisation

and excluding adjusting items) as

a percentage of adjusted revenue.

Cost to serve reflects the underlying profitability of the business

and demonstrates discipline on cost structure.

2024

£m

2023

£m

Operating expenses 1,496.4 1,709.5

Less depreciation and amortisation (172.3) (172.5)

Less adjusting items (155.6) (115.1)

Add back adjusted depreciation and

amortisation

10.7 19.6

1,179.2 1,441.5

Adjusted revenue 2,896.0 3,538.0

Costs to serve 40.7% 40.8%

1 The prior year comparative comprises £18.3m within property initiatives, and

£1.3m within the commercial operating model change

Alternative Performance Measures (APMs) continued

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

193

Performance

measure

Closest IFRS

measure Definition How ASOS uses this measure

Adjusted

diluted EPS

Diluted EPS Diluted EPS measure used for ALTIS

awards, assessed using adjusted

(loss)/profit after tax, and with the

Convertible Bond treated as dilutive.

A measure of the Group’s diluted EPS and is used as the basis for

assessing the outrun of the Group’s ALTIS scheme targets.

A reconciliation of the Group diluted EPS is shown below:

2024 2023

Adjusted loss after tax (£m) (123.4) (52.9)

Add back P&L impact of convertible

bond (net of tax) (£m)

14.6 10.4

Adjusted loss after tax for diluted

EPS calculation (£m)

(108.8) (42.5)

Shares (k) 119,085 104,729

Convertible bond shares (k) 6,277 6,277

Shares for diluted EPS calculation

(k)

125,362 111,006

Adjusted diluted EPS (86.8)p (38.3)p

The Group has added costs to serve as an APM this year to show year-on-year movements in the Group’s cost structure. In addition, a

reconciliation of working capital movements per the Financial Review to the statutory cash flow is included to aid readers of the financial

statements.

Adjusted free cash flow has been removed as an APM this year as it is no longer a performance measure for the Group’s bonus.

STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS

194

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

Registered office

Greater London House

Hampstead Road

London

NW1 7FB

Registered in England

Company Number 4006623

Independent auditors

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London

WC2N 6RH

Registrars

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Lawyers

Slaughter and May

1 Bunhill Row

London

EC1Y 8YY

Joint brokers

J.P. Morgan Cazenove

25 Bank Street

London

E14 5JP

Deutsche Numis Securities Limited

45 Gresham Street

London

EC2V 7BF

Berenberg

60 Threadneedle Street

London

EC2R 8HP

Financial PR

Teneo

The Carter Building

11 Pilgrim Street

London

EC4V 6RN

Company Information

ASOS PLC



ANNUAL REPORT AND ACCOUNTS 2024

195

Share dealing enquiries

Link Group – Share Dealing

Central Square

29 Wellington Street

Leeds

LS1 4DL

0371 664 0445 (Calls are charged at the standard geographic rate

and will vary by provider)

Outside UK +44 (0) 371 664 0445 (Calls outside the United Kingdom

are charged at the applicable international rate)

Lines are open Monday –Friday 8am –4:30pm

Email: info@linksharedeal.com

Donate your shares to charity

If you have only a small number of shares which are uneconomical

to sell you may wish to donate them to charity free of charge

through ShareGift (Registered Charity 10528686).

Find out more at www.sharegift.org.uk or by telephoning

020 7930 3737.

Share fraud warning

Share fraud includes scams where investors are called out of the blue

and offered shares that often turn out to be worthless or non-existent,

or an inflated price for shares they own. These calls come from

fraudsters operating in “boiler rooms” that are mostly based abroad.

While high profits are promised, those who buy or sell shares in this

way usually lose their money.

The Financial Conduct Authority (FCA) has found most share fraud

victims are experienced investors who lose an average of £20,000,

with around £200m lost in the UK each year.

Protect yourself

If you are offered unsolicited investment advice, discounted shares,

a premium price for shares you own, or free company or research

reports, you should take these steps before handing over any money:

• Get the name of the person and organisation contacting you.

• Check the Financial Services Register at http://www.fca.org.uk

to ensure they are authorised.

• Use the details on the FCA Register to contact the firm.

• Call the FCA Consumer Helpline on 0800 111 6768 if there are no

contact details on the Register or you are told they are out of date.

• Search our list of unauthorised firms and individuals to avoid doing

business with.

Remember: if it sounds too good to be true, it probably is!

If you use an unauthorised firm to buy or sell shares or other investments,

you will not have access to the Financial Ombudsman Service or

Financial Services Compensation Scheme (FSCS) if things go wrong.

Report a scam

If you are approached about a share scam you should tell the FCA

using the share fraud reporting form at http://www.fca.org.uk/scams,

where you can find out about the latest investment scams. You can

also call the Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters you should contact

Action Fraud on 0300 123 2040.

Shareholder Information

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ASOS Plc

Greater London House

Hampstead Road

London

NW1 7FB

United Kingdom

Tel: +44 (0)20 7756 1000