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You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in “Item 3: Key information - D. Risk factors” and “Special note regarding forward-looking statements” sections and elsewhere in this Annual Report.
Business Overview
LuxExperience is an operating holding company. Through its subsidiary Mytheresa Group GmbH (together with its subsidiaries, “Mytheresa”), LuxExperience Group operates a digital platform for the global luxury consumer shipping to over 170 countries. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear, kidswear as well as lifestyle products and fine jewelry. In April 2025, we completed the YNAP Acquisition, with the luxury segments acquiring the store brands NET-A-PORTER and MR PORTER, and the off-price segment acquiring YOOX and THE OUTNET. Our business model combines technology, luxury fashion and differentiated customer service on a global scale. Our highly curated edit of up to 250 brands focuses on true luxury brands such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations.
Business Highlights
Despite a challenging macroeconomic environment and continued softness in the global luxury industry, LuxExperience Group delivered a resilient performance in fiscal year 2025, supported by the continued strength of its core luxury business. Group Net Sales amounted to €1,262.3 million, reflecting the consolidation of the YNAP businesses from April 2025 and robust results in the Luxury | Mytheresa segment, which remained the main contributor to profitability. The overall performance demonstrates the Group’s ability to maintain growth and margin discipline despite a weaker demand backdrop across key regions.
Within Luxury | Mytheresa, Net Sales increased by 8.9% to €916.1 million, driven by strong customer engagement and higher average spending levels. The average order value rose by 10.0% to €773, among the highest in the industry, and the gross profit margin improved by 130 basis points to 47.0%, reflecting a continued focus on full-price sales and operational efficiency. Adjusted EBITDA in fiscal 2025 increased to €44.6 million, representing an Adjusted EBITDA margin of 4.9% compared to 3.1% in fiscal 2024, underlining the segment’s ability to deliver profitable growth even in a more challenging external environment.
Adjusted EBITDA and Adjusted EBITDA margin are measures not defined under IFRS. For further information on their calculation, limitations, and reconciliations to the most comparable IFRS measures, see “Item 5: Operating and Financial Review and Prospects – A. Operating Results.”
Acquisition of YNAP
On April 23, 2025, LuxExperience B.V. completed its acquisition of 100% of the shares of YNAP from Richemont Italia Holding S.P.A., following receipt of all required regulatory approvals. YNAP was transferred with a net cash position of €555 million and no financial debt. The net cash position is subject to post-closing adjustments. As consideration, LuxExperience B.V. issued 49,741,342 ordinary shares to Richemont. Richemont International Holding S.A. also provided a six-year €100 million revolving credit facility to support YNAP’s operations. YNAP is now a wholly owned subsidiary of LuxExperience B.V. and has been fully consolidated since the acquisition date.
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Change of company name and ticker symbol
Following the acquisition, we announced that MYT Netherlands Parent B.V. would be renamed LuxExperience B.V. Effective May 1, 2025, LuxExperience B.V. continued to be listed on the NYSE under the new trade name “LuxExperience” with the ticker symbol “LUXE”. This renaming reflects our vision of creating the leading global luxury multi-brand digital platform.
Factors Affecting our Performance and the Comparability of our Operations
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this Annual Report titled “Risk Factors”.
Acquisition of YNAP
The impact of the YNAP Acquisition is reflected in our financial results for the fiscal year ended June 30, 2025. Specifically, the transaction materially expanded our revenue base and asset portfolio following its closing in the fourth quarter of the fiscal year. As a result, LuxExperience as of June 30, 2025 may not be comparable to June 30, 2024 due to the addition of YNAP. Additionally, revenue for the fiscal year ended June 30, 2025, is not directly comparable to prior years because it includes revenue from YNAP for the period between April 23, 2025 and June 30, 2025 (following the closing of the YNAP Acquisition). The significant increase in scale and operational scope during the most recent fiscal year introduces complexities when analyzing year-over-year performance.
Given these factors, investors should carefully consider the material impact of the YNAP Acquisition on our financial and operational metrics when evaluating our historical performance and future prospects. The expanded scale, geographic footprint, and synergies associated with the YNAP Acquisition are expected to enhance our competitive positioning globally, but the integration process and related costs may introduce variability to our short-term financial performance.
For the fiscal year ended June 30, 2025, section “A. Operating Results” as well as section “B. Liquidity and Capital Resources” incorporate YNAP’s performance from April 23, 2025, to June 30, 2025, reflecting the period following its acquisition. YNAP’s results are not included in the results for the fiscal years ended June 30, 2024 and 2023.
Overall Economic Trends
The overall economic environment and related changes in consumer behavior have a significant impact on our business. Though it is generally more muted in our high net worth customer cohort versus a broader demographic, positive conditions in the broader economy promote customer spending on our website, while economic weakness, which generally results in a reduction of customer spending, may have a negative effect on customer spend. Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations and policies (including tariffs), availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.
Growth in Brand Awareness
We will continue to invest in brand marketing activities to expand brand awareness. As we build our customer base, we will launch additional brand marketing campaigns, host physical “money-can’t-buy” experiences, develop exclusive capsule collections with some of the most luxurious brands and produce in-house product content to attract new customers to our platform. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.
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Luxury Brand Partners
Our business model relies on providing our customers access to a curated assortment of top luxury brands. We believe our longstanding relationships with top luxury fashion brands represent a competitive advantage. We employ a rigorous framework and deep buying expertise, informed by customer data, to meticulously buy and curate an exclusive assortment on our website. As we grow, we strive to maintain our exclusive relationships while forming new relationships with up and coming brands to the extent there is customer demand for such brands. However, if we are unsuccessful in maintaining these relationships or developing new relationships, our business and results of operations may be adversely affected.
Growth of Online Luxury
According to the Bain & Company’s Luxury Goods Worldwide Market Monitor (Fall 2024) (the “2024 Bain Study”), the online penetration of luxury personal goods is expected to increase from 20% to 33% from 2023 to 2030. The growth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for online shopping and the ease afforded by multi-brand sites. In response to the online shift, the luxury market is innovating and evolving with new niche collections and customization options. Mytheresa has a long history of being at the forefront of this dialogue experimenting with brand partners through relevant brand collaborations and exclusive product offerings. However, if we fail to capture the future online spending shift with relevant product or if our competitors engage in promotional activity over multiple seasons, our customer growth may decelerate and our results of operations may be adversely affected. The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €460-500 billion by 2030, more than double its size in 2020, according to the 2024 Bain Study.
Growth in Men’s, Kidswear, Life and Fine Jewelry
In 2019 we launched Mytheresa Kids, and in January 2020, we launched Mytheresa Men to expand our curated offering to these large and underserved categories. We believe there is a lack of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition. We have built out full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories. We launched the new category “Life” in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes. In the fourth quarter of fiscal 2023 we introduced certified pre-owned luxury watches in collaboration with Bucherer, an extension of fine jewelry assortment. Being the only curated luxury online platform to combine womenswear, menswear, kidswear, lifestyle products and fine jewelry, makes us a truly unique and engaging destination for luxury shoppers.
Inventory Management
We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers. The expertise of our buyers and our data help us gauge demand and product architecture to optimize our inventory position. Through analyzing customer feedback and real-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers. This minimizes our portfolio risk and increases our sell-through. As we scale, our buying process will be further enhanced through the growth in our global data repository and our ability to leverage data science as part of the buying process. Additionally, our investments in different facets of our inventory offering fluctuate alongside shifting consumer trends and the fundamental needs of our business.
Investment in our Operations and Infrastructure
As we enhance our offering and grow our customer base, we will incur additional expenses. Our future investments in operations, like our investments in the new distribution center in Leipzig, and infrastructure will be informed by our understanding of global luxury trends and the needs of our platform. As we continue to scale, we will be required to support our online offering with additional personnel. We will invest capital in inventory, fulfillment capabilities, and logistics infrastructure as we drive efficiencies in our business, localize our offering, enter new categories and partner with new brands. We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner.
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Curated Platform Model (CPM) and other commission based partnership models
Curated Platform Model (“CPM”) integrates Mytheresa with brand partners’ direct retail operations which provides access to highly desirable products at scale, improves capital efficiency and is accretive to top- and bottom-line. The products are selected by Mytheresa out of a much larger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilment of the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels. In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to Mytheresa distribution center; however, the inventory is owned by the brand partner until it is delivered to a customer. Unsold merchandise will either be returned to the brand partner by the end of the season or carried forward for the new season. Mytheresa acts as an agent, with the CPM platform fees recorded as net sales. The Luxury | NAP & MRP segment also has established similar commission-based partnership models.
Integration of YNAP and Realization of Synergies
Our future performance depends on the successful integration of the YNAP business. The combination offers significant potential for operational efficiencies, technology migration, and shared functional platforms. To unlock these benefits, we are implementing a transformation plan focused on brand differentiation, streamlined operations, and disciplined cost control. Effective execution of this plan is essential to realizing the expected synergies and value creation.
Operating Results by Segment
In line with our management’s approach, the operating segments were identified on the basis of LuxExperience Group’s internal reporting and how our chief operating decision maker (CODM) assesses the performance of the business. LuxExperience Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM. Following the completion of the YNAP Acquisition, LuxExperience Group revised its internal reporting structure resulting in a change to its operating segments. As a result, LuxExperience Group now identifies Luxury | Mytheresa, Luxury | NAP & MRP, and Off-Price | YOOX & THE OUTNET as separate operating segments. Luxury | Mytheresa comprises the previously separate online operations and retail store of Mytheresa which were reported independently in prior periods. Luxury | NAP & MRP and Off-Price | YOOX & THE OUTNET represent newly formed operating segments attributable to the acquired operations of YNAP. Luxury | NAP & MRP consists of the in-season luxury online brands NET-A-PORTER and MR PORTER and Off-Price | YOOX & THE OUTNET comprising the off-season luxury brands YOOX and THE OUTNET. Where reference is made to the YNAP subgroup, this collectively includes the Luxury | NAP & MRP and Off-Price | YOOX & The OUTNET segments, as well as the Feng-Mao and Online Flagship Stores (“OFS”) businesses.
Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.
Assets are not allocated to the different business segments for internal reporting purposes.
The following tables show a reconciliation of our net loss and Segment EBITDA from the previous operating segments, online operations and retail store, to the newly combined operating segment, Luxury | Mytheresa, for the fiscal year ended June 30, 2023 and 2024, respectively:
Fiscal year ended June 30, 2023 (restated)*
Corporate Luxury IFRS
(in € thousands) Online Retail Store Costs(1) Mytheresa Adjustments(2) Consolidated
Net Sales 751,299 14,704 — 766,003 — 766,003
Segment EBITDA(3) 48,729 4,966 (15,500) 38,195 (35,224) 2,971
Depreciation and amortization (11,653)
Finance income (costs), net (2,460)
Income tax expense (5,877)
Net loss (17,019)
(1) During the fiscal year ended June 30, 2023, there were €15,500 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Corporate administrative expenses were not allocated to the segments as Group functions were managed centrally.
(2) During the fiscal year ended June 30, 2023, there were €5,446 thousand related to Other transaction-related, certain legal and other expenses and €30,021 thousand related to share-based compensation.
(3) For the definition of Segment EBITDA refer to Note 7 to the Consolidated Financial Statements for the year ended June 30, 2025.
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Fiscal year ended June 30, 2024 (restated)*
Corporate Luxury IFRS
(in € thousands) Online Retail Store Costs(1) Mytheresa Adjustments(2) consolidated
Net Sales 826,690 14,162 — 840,852 — 840,852
Segment EBITDA(3) 37,396 4,516 (16,072) 25,840 (32,589) (6,748)
Depreciation and amortization (15,205)
Finance income (costs), net (4,772)
Income tax expense 1,814
Net loss (24,912)
(1) During the year ended June 30, 2024, there were €16,072 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Corporate administrative expenses were not allocated to the segments as Group functions were managed centrally.
(2) During the year ended June 30, 2024, there were €14,081 thousand in expenses related to Other transaction-related, certain legal and other expenses and €18,508 thousand related to share-based compensation.
(3) For the definition of Segment EBITDA refer to Note 7 to the Consolidated Financial Statements for the year ended June 30, 2025.
(*) Prior to fiscal 2025, corporate costs were not allocated to any segment. Starting with fiscal 2025 and driven by the YNAP acquisition, to align with the changes in the group structure, management now includes corporate costs in the respective segments. The effect for the fiscal years 2024 and 2023 is presented in the column “Corporate costs” in the tables above.
The following table shows a reconciliation of the Company’s Segment EBITDA to consolidated net income in accordance with the revised segment structure following the YNAP Acquisition:
Fiscal year ended June 30, 2025
Luxury Luxury Segments IFRS
(in € thousands) Mytheresa NAP & MRP(1) Off-Price(1) Other(1)(2) total Reconciliation(3) Consolidated
Net Sales 916,103 213,829 114,740 19,772 1,264,444 (2,167) 1,262,277
Segment EBITDA(4) 44,581 8,515 (6,708) 1,048 47,437 556,516 603,953
Depreciation and amortization (25,351)
Finance income (costs), net (5,072)
Income tax expense (3,570)
Net income 569,959
(1) Includes the period starting from the date of the YNAP Acquisition.
(2) Represents the OFS and Feng Mao businesses of YNAP, which are being wound down and for which the financial information is not regularly reviewed by the Chief Operating Decision Maker (CODM), and therefore are not considered operating segments.
(3) During the year ended June 30, 2025 there were €52,725 thousand related to Other transaction-related, certain legal and other expenses, €14,287 thousand related to share-based compensation and €623,531 thousand related to gain on bargain purchase. The column includes intersegmental revenue between Luxury | Mytheresa and Off-Price | YOOX & THE OUTNET.
(4) For the definition of Segment EBITDA refer to Note 7 to the Consolidated Financial Statements for the year ended June 30, 2025.
LuxExperience Group earns revenues worldwide. The following table provides LuxExperience Group net sales by geographic location:
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025(2)
Germany 128,109 16.7% 127,867 15.2% 142,409 11.3%
United States 137,521 18.0% 171,795 20.4% 323,662 25.6%
Europe (excluding Germany)(1) 298,998 39.0% 332,575 39.6% 508,989 40.3%
Rest of the world(1) 201,375 26.3% 208,615 24.8% 287,216 22.8%
766,003 100% 840,852 100% 1,262,277 100%
(1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
(2) Including YNAP beginning on April 23, 2025.
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No single customer accounted for more than 10% of LuxExperience Group’s net sales in any of the periods presented.
Components of our Results of Operations
Net sales
Net sales consist of revenues earned from sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store and our recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discounts and returns. The platform fees originating from the curated platform model, other commission fees and monetization revenues are also included in our net sales. Revenue is generally recognized upon delivery to the end customer. Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners. These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM and other commission revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner.
Gross Profit
Gross profit equals our net sales reduced by cost of sales, exclusive of depreciation and amortization. Gross profit as a percentage of our net sales is referred to as gross profit margin. The gross profit margin may fluctuate with the degree of promotional intensity in the industry.
Shipping and payment costs
Shipping and payment costs consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales. General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the United States.
Marketing expenses
Marketing expenses primarily consist of online advertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers, and other marketing costs, which include events productions, communication, and development of creative content.
Selling, general and administrative expenses
Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses. Personnel costs, which constitute the largest percentage of selling, general and administrative expenses, include salaries, benefits, and other personnel-related costs for all departments within the Company, including fulfillment and marketing operations, creative content production, IT, buying, and general corporate functions. General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, share-based compensation expense as well as other transaction related, certain legal and other expenses.
Depreciation and amortization
Depreciation and amortization includes the depreciation of property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, amortization of technology and other intangible assets and impairment losses recognized in accordance with IAS 36.
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Other income (expense), net
Other income (expense), net principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property and equipment and other miscellaneous expenses and income.
Finance costs, net
Finance costs, net in fiscal 2025 consists of our finance costs related to interest expense on our leases as well as on our syndicated revolving credit facilities (the “Syndicated RCFs”) with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan Chase SE. As of June 30, 2025, LuxExperience Group had drawn €10.0 million in cash under the €100.0 million Syndicated RCFs. In addition, €10.2 million of the credit line was utilized in the form of guarantees issued under the same facility.
A. Operating Results
For a discussion of (i) our results of operations for the year ended June 30, 2025, including a year-over-year comparison between fiscal 2024 and fiscal 2023, and (ii) our liquidity and capital resources for the years ended June 30, 2024 and June 30, 2023, please refer to the section contained in our Annual Report on Form 20-F for the fiscal year ended June 30, 2024, “Item 5: Operating and financial review and prospects.”
Operating Results and Financial Metrics of the Group
The following table sets forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025(1)
Net Sales 766,003 840,852 1,262,277
Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (659,019)
Gross profit 379,976 384,532 603,257
Shipping and payment cost (114,785) (135,547) (185,763)
Marketing expenses (112,001) (96,708) (142,784)
Selling, general and administrative expenses (147,691) (159,292) (284,295)
Depreciation and amortization (11,653) (15,205) (25,351)
Other income (loss), net (2,527) 267 613,538
Income (loss) from operations (8,682) (21,953) 578,602
Finance income (costs), net (2,460) (4,772) (5,072)
Income (Loss) before income taxes (11,142) (26,725) 573,530
Income tax (expense) benefit (5,877) 1,814 (3,570)
Net (loss) income (17,018) (24,911) 569,959
(1) Incorporates YNAP’s results of operations from April 23, 2025 to June 30, 2025, reflecting the period following its acquisition.
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The following table sets forth each line item within the statement of profit as a percentage of net sales for each of the periods presented.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Net Sales 100.0% 100.0% 100.0%
Cost of sales, exclusive of depreciation and amortization (50.4%) (54.3%) (52.2%)
Gross profit 49.6% 45.7% 47.8%
Shipping and payment cost (15.0%) (16.1%) (14.7%)
Marketing expenses (14.6%) (11.5%) (11.3%)
Selling, general and administrative expenses (19.3%) (18.9%) (22.5%)
Depreciation and amortization (1.5%) (1.8%) (2.0%)
Other income (loss), net (0.3%) 0.0% 48.6%
Income (loss) from operations (1.1%) (2.6%) 45.8%
Finance income (costs), net (0.3%) (0.6%) (0.4%)
Income (Loss) before income taxes (1.5%) (3.2%) 45.4%
Income tax (expense) benefit (0.8%) 0.2% (0.3%)
Net (loss) income (2.2%) (3.0%) 45.2%
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Gross Merchandise Value (GMV)(1) 853,190 100.0% 913,580 100.0% 1,346,002 100.0%
Net sales(1) 766,003 89.8% 840,852 92.0% 1,262,277 93.8%
Cost of sales, exclusive of depreciation and amortization(1) (386,027) (45.2%) (456,320) (49.9%) (659,019) (49.0%)
Gross profit(2) 379,976 49.6% 384,532 45.7% 603,257 47.8%
Adjusted Shipping and payment cost(1)(3) (114,785) (13.5%) (134,221) (14.7%) (185,668) (13.8%)
Adjusted Marketing expenses(1) (3) (112,001) (13.1%) (96,708) (10.6%) (142,678) (10.6%)
Adjusted Selling, general and administrative expenses(1) (3) (112,225) (13.2%) (128,081) (14.0%) (220,882) (16.4%)
Adjusted Other income (expense), net(1) (3) (2,527) (0.3%) 267 0.0% (6,592) (0.5%)
Adjusted EBITDA(2) 38,438 5.0% 25,789 3.1% 47,437 3.8%
(1) Percentages are in relation to GMV. GMV is an operative measure. For further information on these measure refer to the tables below and see “Operative KPIs and Non-IFRS Measures” below.
(2) Gross Profit and Adjusted EBITDA percentages are in relation to net sales. Adjusted EBITDA is a non-IFRS measure, for further information, please see “Operative KPIs and Non-IFRS Measures” below.
(3) These are non-IFRS measures. For further information, please see “Operative KPIs and Non-IFRS Measures” below.
For a reconciliation of Adjusted EBITDA to net income (loss), see “Operative KPIs and Non-IFRS Measures”.
Comparison of the Years Ended June 30, 2024 and 2025
Net sales
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Net sales 766,003 840,852 1,262,277
Gross Merchandise Value (GMV) 853,190 913,580 1,346,002
Net sales percentage of GMV 89.8% 92.0% 93.8%
Net sales increased by €421.4 million, or 50.1% for the year ended June 30, 2025, compared to the prior year. €348.3 million of this increase is attributable to the YNAP Acquisition, which contributed €213.8 million and €114.7 million for the Luxury | NAP & MRP and Off-Price | YOOX & THE OUTNET segments, respectively. For the Luxury | Mytheresa segment, the higher net sales growth compared to the GMV growth in the year ended June 30, 2025 is due to several wholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receive in net sales. The share of commission from the CPM is below 10% of net sales. Nine and seven fashion brands had switched from the wholesale model to CPM as of June 30, 2025 and 2024 respectively.
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Cost of sales, exclusive of depreciation and amortization
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (659,019)
Percentage of Net sales (50.4%) (54.3%) (52.2%)
Percentage of GMV (45.2%) (49.9%) (49.0%)
Cost of sales, exclusive of depreciation and amortization, increased by €202.7 million, or 44.4%, for the year ended June 30, 2025, compared to the prior year. The increase was primarily driven by the YNAP Acquisition, which contributed €101.6 million from the Luxury | NAP & MRP segment and €58.5 million from the Off-Price | YOOX & THE OUTNET segments. For the Luxury | Mytheresa segment, cost of sales, exclusive of depreciation and amortization increased by 6.3% from €456.3 million to €485.3 million compared to the prior year and this is in line with the increase in GMV and net sales developments, although GMV and net sales show higher growth rates leading to an increase in gross profit margin.
Gross Profit
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Gross Profit 379,976 384,532 603,257
Percentage of Net sales 49.6% 45.7% 47.8%
Percentage of GMV 44.5% 42.1% 44.8%
Gross profit increased by €218.7 million, or 56.9%, for the year ended June 30, 2025, compared to the prior year. €172.4 million of this increase is due to the YNAP Acquisition. The gross margin for the Luxury | Mytheresa segment improved by 130 basis points in the year ended June 30, 2025, driven by a higher share of full-price sales compared to the prior year.
Shipping and payment costs
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Shipping and payment cost (114,785) (135,547) (185,763)
Percentage of Net sales (15.0%) (16.1%) (14.7%)
Percentage of GMV (13.5%) (14.8%) (13.8%)
Shipping and payment costs increased by €50.2 million, or 37.0% for the year ended June 30, 2025, compared to the prior year, primarily due to the YNAP Acquisition. YNAP contributed €27.6 million from the Luxury | NAP & MRP segment and €22.3 million from the Off-Price | YOOX & THE OUTNET segment. For the Luxury | Mytheresa segment, the shipping and payment cost ratio in relation to net sales and GMV decreased from 16.1% to 14.6% and from 14.8% to 13.6%, respectively, for the year ended June 30, 2025, as a result of continuous focus on improving unit economics, driven by an increase in average order value and lower return rates compared to the prior year.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Shipping and payment cost (114,785) (135,547) (185,763)
Other transaction-related, certain legal and other expenses(1) — 1,326 94
Adjusted Shipping and payment cost (114,785) (134,221) (185,668)
Percentage of Net sales (15.0%) (16.0%) (14.7%)
Percentage of GMV (13.5%) (14.7%) (13.8%)
(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany.
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Marketing expenses
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Marketing expenses (112,001) (96,708) (142,784)
Percentage of Net sales (14.6%) (11.5%) (11.3%)
Percentage of GMV (13.1%) (10.6%) (10.6%)
Marketing expenses increased by €46.1 million, or 47.6% for the year ended June 30, 2025, compared to the prior year. The growth is partially attributable to the YNAP Acquisition, which contributed €21.5 million and €5.9 million from the Luxury | NAP & MRP and Off-Price | YOOX & THE OUTNET segments, respectively. For the Luxury | Mytheresa segment, marketing expenses increased from €96.7 million to €115.4 million, which corresponds to increase from 11.5% to 12.6% and from 10.6% to 11.7% as a percentage of net sales and GMV, respectively, mostly driven by an uptick in marketing campaigns and events aimed at attracting high-potential new customers and retaining our existing top customers.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Marketing expenses (112,001) (96,708) (142,784)
Other transaction-related, certain legal and other expenses(1) 106
Adjusted Marketing expenses (112,001) (96,708) (142,678)
Percentage of Net sales (15.0%) (16.0%) (11.3%)
Percentage of GMV (13.5%) (14.7%) (10.6%)
(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany.
Selling, general and administrative expenses
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Selling, general and administrative expenses (147,691) (159,292) (284,295)
Percentage of Net sales (19.3%) (18.9%) (22.5%)
Percentage of GMV (17.3%) (17.4%) (21.1%)
The total selling, general and administrative (SG&A) expenses increased by €125.0 million, or 78.5% for the year ended June 30, 2025, compared to the prior year. The YNAP Acquisition accounted for a significant portion of this increase, adding €72.3 million and €43.8 million from the Luxury | NAP & MRP and the Off-Price | YOOX & THE OUTNET segments, respectively. The increase in SG&A within the Luxury | Mytheresa segment compared to the prior year is mainly due to other transaction-related, certain legal and other expenses.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Personnel expenses (119,450) (126,366) (177,728)
Share-based compensation 30,021 18,361 14,287
Total Personnel expenses excl. share based compensation (89,429) (108,005) (163,441)
Percentage of Net sales (11.7%) (12.8%) (12.9%)
Percentage of GMV (10.5%) (11.8%) (12.1%)
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Excluding share-based compensation, personnel expenses increased by €55.4 million, or 51.3% for the year ended June 30, 2025, compared to the prior year. This increase is primarily driven by the YNAP Acquisition, which contributed €53.7 million. Personnel expenses excluding share-based compensation as a percentage of net sales and as a percentage of GMV slightly increased from 12.8% to 12.9% and from 11.8% to 12.1%, respectively,for the year ended June 30, 2025.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Personal expenses (119,450) (126,366) (177,728)
Percentage of Net sales (15.6%) (15.0%) (14.1%)
Percentage of GMV (14.0%) (13.8%) (13.2%)
General and administrative expenses (28,241) (32,926) (106,567)
Percentage of Net sales (3.7%) (3.9%) (8.4%)
Percentage of GMV (3.3%) (3.6%) (7.9%)
Selling, general and administrative expenses (147,691) (159,292) (284,295)
General and administrative expenses increased by €73.6 million, or 223.7% for the year ended June 30, 2025, compared to prior year, mainly due to other transaction-related, certain legal and other expenses as well as YNAP contribution to the general and administrative expenses.
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Selling, general and administrative expenses (147,691) (159,292) (284,295)
Share-based compensation (1) 30,021 18,361 14,287
Other transaction-related, certain legal and other expenses(2) 5,446 12,950 49,125
Adjusted SG&A (112,225) (127,981) (220,882)
Percentage of Net sales (14.7%) (15.2%) (17.5%)
Percentage of GMV (13.2%) (14.0%) (16.4%)
(1) Certain members of management and Supervisory Board Members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA includes both share-based compensation expense connected to the Initial Public Offering (“IPO”) of LuxExperience B.V. in January 2021 and share-based compensation expense recognized in connection with grants under the Long-Term Incentive Plan (LTI) for LuxExperience key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany.
Excluding the share-based compensation expenses and other transaction-related costs, certain legal and other expenses, the adjusted SG&A expenses as a percentage of net sales and as a percentage of GMV increased for the year ended June 30, 2025 from 15.2% to 17.5% and from 14.0% to 16.4%, respectively, compared to the prior year.
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Depreciation and amortization
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Depreciation and amortization (11,653) (15,205) (25,351)
Percentage of Net sales (1.5%) (1.8%) (2.0%)
Percentage of GMV (1.4%) (1.7%) (1.9%)
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Depreciation and amortization (11,653) (15,205) (25,351)
Impairment loss on property and equipment — — 3,070
Adjusted Depreciation and amortization (11,653) (15,205) (22,281)
Percentage of Net sales (1.5%) (1.8%) (1.8%)
Percentage of GMV (1.4%) (1.7%) (1.7%)
Depreciation and amortization expenses increased by €10.1 million, or 66.7% for the year ended June 30, 2025, compared to the prior year. The €10.1 million increase is partially driven by the YNAP Acquisition, which contributed €6.4 million of depreciation and amortization expenses. For the Luxury | Mytheresa segment, the €3.8 million increase compared to the prior year is partially driven by an impairment loss recognized, in accordance with IAS 36, on equipment utilized in the Heimstetten distribution center, which was closed in August 2024.
Other income (expense), net
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Other income (expense), net (2,527) 267 613,538
Percentage of Net sales (0.3%) 0.0% 48.6%
Percentage of GMV (0.3%) 0.0% 45.6%
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Other income (expense), net (2,527) 267 613,538
Other transaction-related, certain legal and other expenses — — 3,400
Bargain purchase gain — — (623,531)
Adjusted Other income (expense), net (2,527) 267 (6,592)
Percentage of Net sales (0.3%) 0.0% (0.5%)
Percentage of GMV (0.3%) 0.0% (0.5%)
The bargain gain purchase reflects the difference between the estimated fair value of net assets and the consideration transferred as of the date of the YNAP Acquisition. The gain of €623.5 million arose because the fair value of YNAP’s identifiable net assets (€953.8 million), including a contractually required net financial position of €555 million, exceeded the €330.2 million of consideration we paid for the YNAP Acquisition. In accordance with IFRS 3, we have performed a thorough reassessment of the assets acquired and liabilities assumed to confirm appropriate recognition and measurement.
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Finance costs, net
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Interest expenses on revolving credit facilities (401) (1,861) (3,113)
Interest expenses on leases (2,417) (2,916) (4,167)
Total Finance costs (2,818) (4,777) (7,280)
Other interest income 358 5 2,208
Total Finance income 358 5 2,208
Finance costs, net (2,460) (4,772) (5,072)
Percentage of Net sales (0.3%) (0.6%) (0.4%)
Percentage of GMV (0.3%) (0.5%) (0.4%)
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Finance costs, net (2,460) (4,772) (5,072)
Other transaction-related, certain legal and other expenses — — 500
Adjusted finance costs, net (2,460) (4,772) (4,572)
Percentage of Net sales (0.3%) (0.6%) (0.4%)
Percentage of GMV (0.3%) (0.5%) (0.3%)
Finance costs, net slightly increased by €0.3 million, or 6.3% for the year ended June 30, 2025, compared to the prior year. The YNAP Acquisition contributed net finance income of €0.6 million. The increase in net finance costs of the Luxury | Mytheresa segment compared to the prior year is €0.9 million and is due to higher utilization of the revolving credit facility compared to prior year.
Included in Other transaction-related, certain legal and other expenses for the year ended June 30, 2025 are costs to the amount of €0.5 million which were incurred in order to amend the RCF agreement, to allow for the business combination. These fees were classified as finance costs and expensed as incurred.
Income tax (expense) benefit
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Income tax (expense) benefit (5,877) 1,814 (3,570)
Percentage of Net sales (0.8%) 0.2% (0.3%)
Percentage of GMV (0.7%) 0.2% (0.3%)
Income tax expense for the year ended June 30, 2025 is driven by the deferred tax expense of €0.3 million and current tax expense of €3.3 million.
The change in the effective tax rate and tax expense for the year ended June 30, 2025 compared to the prior year is due to higher taxable income generated compared to the prior year.
Comparison of the Years Ended June 30, 2023 and 2024
LuxExperience’s results for the year ended June 30, 2023, and a discussion of the results for the year ended June 30, 2024 compared to those for the year ended June 30, 2023, were included in the Annual Report on Form 20-F for the year ended June 30, 2024, filed with the SEC on September 12, 2024 and amended on October 7, 2024 (“Annual Report 2024”), discussion for which is hereby incorporated by reference into this document.
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Operative KPIs and Non-IFRS Measures
We use the following operating and financial metrics, including the following operative KPIs and non-IFRS financial metrics, to assess the progress of our business, make decisions on where to allocate time and investments and assess the near-term and longer-term performance of our business.
Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins as a percentage of net sales, and Illustrative Net sales are non-IFRS financial measures that are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items that are outside the control of management or not reflective of our ongoing core operations and performance.
Adjusted EBITDA and Illustrative Adjusted EBITDA have limitations because they exclude certain types of expenses. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. We use Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins, and Illustrative Net sales as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
The following tables sets forth our non-IFRS financial measures:
Fiscal year ended June 30,
(in millions) (unaudited) 2023 2024 2025
Illustrative Net sales — — € 2,921.3
Adjusted EBITDA(3) € 38.4 € 25.8 € 47.4
Adjusted EBITDA margin(2) (3) 5.0% 3.1% 3.8%
Illustrative Adjusted EBITDA(3) (4) — — € (75.3)
(1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us.
(2) As a percentage of net sales.
(3) Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins as a percentage of net sales, and Illustrative Net Sales are measures that are not defined under IFRS. See “Definitions of Operative KPIs and Non-IFRS Measures” below for the definitions of these non-IFRS measures.
(4) Illustrative Net sales and Illustrative Adjusted EBITDA are non-IFRS financial measures that we present for the twelve months ended June 30, 2025 and were prepared by combining the historical standalone statements of operations for each of legacy YNAP and Mytheresa for the twelve months ended June 30, 2025. These measures are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the acquisition actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. In addition, these measures have not been prepared in accordance with Article 11 of Regulation S-X. For further information, see the section below entitled “Definitions of Operative KPIs and Non-IFRS Measures.”
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The following tables set forth the reconciliations of net (loss) income to Adjusted EBITDA and its corresponding margin as a percentage of net sales:
Fiscal year ended June 30,
(in millions) 2023 2024 2025
Net (loss) income (17.0) (24.9) 570.0
Finance costs, net 2.5 4.8 5.1
Income tax expense (benefit) 5.9 (1.8) 3.6
Depreciation and amortization 11.7 15.2 25.4
thereof depreciation of right-of-use assets 8.5 9.5 14.5
thereof impairment loss on property & equipment(1) — — 3.1
EBITDA 3.0 (6.7) 603.9
Other transaction-related, certain legal and other expenses (2) 5.4 14.1 52.7
Share-based compensation(3) 30.0 18.5 14.3
Gain on bargain purchase(4) — — (623.5)
Adjusted EBITDA 38.4 25.8 47.4
Adjusted EBITDA and Net income (loss) margins
Net sales 766.0 840.9 1,262.3
Net income (loss) margin (2.2%) (3.0%) 45.2%
Adjusted EBITDA margin 5.0% 3.1% 3.8%
(1) Included in depreciation and amortization is an impairment loss recognized, in accordance with IAS 36, on property plant and equipment utilized in the Heimstetten distribution center, which was closed in August 2024.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany and (iv) finance costs in the form of RCF amendment fees.
(3) Certain members of management and Supervisory Board Members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA includes both share-based compensation expense connected to the IPO and share-based compensation expense recognized in connection with grants under the LTI for LuxExperience key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance.
(4) Resulting from the YNAP Acquisition.
The following table shows the illustrative and operative metrics of Luxury | Mytheresa, Luxury | NAP & MRP, and Off-Price | YOOX & THE OUTNET segments for the twelve months ended June 30, 2025:
Illustrative twelve months ended June 30, 2025 (3)
Luxury Luxury
(in € millions) (unaudited) Mytheresa NAP & MRP Off-Price Aggregated
Illustrative GMV(1) 988.5 1,098.7 809.6 2,896.8
Illustrative Active customer (LTM in thousands)(2) 823 932 1,639 —
Illustrative Total orders shipped (LTM in thousands)(2) 2,017 2,504 4,234 8,754
Illustrative Average order value (LTM)(2) 773 811 292 —
(1) GMV is an operative measure and means the total Euro value of orders processed, either as principal or as agent. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us. Illustrative GMV excludes the Feng Mao and OFS businesses.
(2) Active customers, total orders shipped, and average order value are calculated based on the GMV of orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.
(3) Illustrative numbers disclosed above were prepared by combining the relevant operative measures for each of legacy YNAP and Mytheresa for the segments presented.
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Definitions of Operative KPIs and Non-IFRS Measures
Illustrative operative, IFRS, and non-IFRS measures
Throughout this Annual Report we use the term “Illustrative” with respect to certain key operative, IFRS and non-IFRS financial measures that we present both on a segmental basis and aggregated group basis for the twelve months ended June 30, 2025, and were prepared by combining the historical standalone statements of operations for each of legacy YNAP and LuxExperience. Illustrative measures and tables in this document show financial and operating information for LuxExperience Group including YNAP as if it was part of LuxExperience for the full periods presented but do not take into account the financial statement impact from the acquisition accounting. These measures are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or consolidated financial condition would have been had the YNAP Acquisition actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition for any future period or as of any future date. In addition, these measures have not been prepared in accordance with Article 11 of Regulation S-X, and should not be considered pro forma financial information.
With regards to Illustrative EBITDA by segment, this was calculated as Illustrative net income before finance expense (net), taxes, depreciation and amortization (EBITDA), and gain on bargain purchase.
With respect to Illustrative Adjusted EBITDA by segment, this was calculated as Illustrative net income before finance expense (net), taxes, and depreciation and amortization (EBITDA), and gain on bargain purchase adjusted to exclude Other transaction-related, certain legal and other expenses, Share-based compensation expense, one-off intercompany recharges and the release of inventory write-downs. Illustrative Adjusted EBITDA by segment margin is a non-IFRS financial measure which is calculated in relation to illustrative net sales and illustrative GMV. Refer to note 7 of the Consolidated Financial Statements for the twelve months ended June 30, 2025, for information on the identified segments.
Illustrative Adjusted EBITDA is a non-IFRS financial measure that equals the sum of the Illustrative Adjusted Segment EBITDA for each segment.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization (EBITDA), adjusted to exclude Other transaction-related, certain legal and other expenses, Share-based compensation expense and gain on bargain purchase. Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales and GMV.
Gross Merchandise Value (GMV)
GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.
Active Customers
We define an active customer as a unique customer account from which an online purchase was made across our sites at least once in the preceding twelve-month period. In any particular period, we determine our number of active customers by counting the total number of unique customers who have made at least one purchase across our sites in the preceding twelve-month period, measured from the last date of such period. We view the number of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition and the desirability of our product assortment. We believe our number of active customers drives both net sales and our appeal to brand partners.
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Total Orders Shipped
We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the fiscal year ended on the last day of the period presented. We view total orders as a key indicator of the velocity of our business and an indication of the desirability of our products. Total orders shipped and total orders recognized as net sales in any given period may differ slightly due to orders that are in transit at the end of any particular period.
Average Order Value
We define average order value as an operating metric used by management, which is calculated as our total GMV from online orders shipped from our sites during the fiscal year ended on the last day of the period presented divided by the total online orders shipped during the same twelve-month period. We believe our consistent high average order value reflects our commitment to price integrity and the luxury nature of our products. Average order value may fluctuate due to a number of factors, including merchandise mix and new product categories.
Adjusted shipping and payment costs
Adjusted shipping and payment costs is a non-IFRS financial measure that we calculate as shipping and payment costs adjusted to exclude Other transaction-related, certain legal and other expenses.
Adjusted marketing expenses
Adjusted marketing expenses is a non-IFRS financial measure that we calculate as marketing expenses adjusted to exclude Other transaction-related, certain legal and other expenses.
Adjusted selling, general and administrative expenses
Adjusted selling, general and administrative expenses is a non-IFRS financial measure that we calculate as selling, general and administrative expenses adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Adjusted Other income (loss), net
Adjusted other income (loss), net is a non-IFRS financial measure that we calculate as other income (loss), net adjusted to exclude Other transaction-related, certain legal and other expenses.
Adjusted depreciation and amortization
Adjusted depreciation and amortization is a non-IFRS financial measure that we calculate as depreciation and amortization adjusted to exclude impairment losses recognized on property and equipment.
Adjusted finance costs, net
Adjusted finance costs, net is a non-IFRS financial measure that we calculate as finance cost, net adjusted to exclude Other transaction-related, certain legal and other expenses which include revolving credit facility amendment fees.
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The following tables sets forth the reconciliation of LuxExperience Net income to illustrative EBITDA by segment and illustrative Adjusted EBITDA by segment for the twelve months ended June 30, 2025:
Illustrative twelve months ended June 30, 2025
Luxury Luxury
(in € millions) (unaudited) Mytheresa NAP & MRP Off-Price Other* Total
Net Income** 570.0
Finance costs, net** 5.1
Income tax (expense) benefit** 3.6
Depreciation and amortization** 25.4
EBITDA** 603.9
Addition of pre-acquisition EBITDA of YNAP sub-group segments*** (89.5)
Removal of gain on bargain purchase from YNAP Acquisition **** (623.5)
Illustrative EBITDA by segment 12.9 (7.5) (95.1) (19.3) (109.0)
Adjustments:
Release of inventory write-down (1) — (25.1) (22.6) — (47.7)
Other transaction-related, certain legal and other expenses (2) 45.2 7.7 8.7 (0.4) 61.2
Share-based compensation (3) 14.3 3.0 3.0 — 20.3
One-off Intercompany recharges (4) (27.8) 17.4 10.4 — —
Illustrative Adjusted EBITDA by segment 44.6 (4.5) (95.6) (19.8) (75.3)
(*) Represents the OFS and Feng Mao businesses of YNAP, which are being wound down and for which the financial information is not regularly reviewed by the Chief Operating Decision Maker (CODM), and therefore are not considered operating segments.
(**) Financial metrics include YNAP’s results of operations from April 23, 2025 to June 30, 2025, reflecting the period following its acquisition.
(***) This reflects YNAP’s results of operations from July 1, 2024 to April 22, 2025.
(****) This reflects the gain recognized in terms of IFRS 3 in relation to the YNAP Acquisition which is one-off, non-recurring item.
(1) In fiscal year 2024, YNAP sub-group management decided to recognize an extraordinary inventory write-down in accordance with IAS 2. These adjustments represent the release of a significant portion of this write-down reserve upon the sale of corresponding inventory in 2025. This adjustment impacts cost of goods sold.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany and (iv) finance costs in the form of RCF amendment fees. These adjustments have an impact on sales, general and administrative expenses and other income (expense), net.
(3) Share-based compensation [expense] includes expenses related to share-based compensation grants made to certain members of our management and Supervisory Board for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA includes both share-based compensation expense connected to the IPO and share-based compensation expense recognized in connection with grants under the LTI for LuxExperience key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance. This adjustment impacts sales, general and administrative expenses.
(4) One-off intercompany recharges represent personnel, administrative and consulting expenses incurred by Luxury | Mytheresa on behalf of and for the benefit of YNAP sub-group for YNAP Acquisition. This adjustment impacts other income (expense), net.
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The following table sets forth the reconciliation of LuxExperience Net sales by segment to Illustrative Net sales by segment for the twelve months ended June 30, 2025:
Illustrative twelve months ended June 30, 2025
Luxury Luxury
(in € millions) (unaudited) Mytheresa NAP & MRP Off-Price Other(*) Reconciliation(**) Total
Net sales 916.1 213.8 114.7 19.8 (2.2) 1,262.3
Addition of pre-acquisition Net sales of YNAP sub-group segments — 835.0 679.3 144.7 — 1,659.0
Illustrative Net sales 916.1 1,048.8 794.0 164.5 (2.2) 2,921.3
(*) Represents the OFS and Feng Mao businesses of YNAP, which are being wound down and for which the financial information is not regularly reviewed by the Chief Operating Decision Maker (CODM), and therefore are not considered operating segments.
(**) The column includes intersegmental revenue between Luxury | Mytheresa and Off-Price | YOOX & THE OUTNET.
B. Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from our operations, available cash and cash equivalents, and our revolving credit facilities, which have a combined credit line of €200 million. As of June 30, 2025, LuxExperience Group had drawn €10.0 million in cash under the €100.0 million syndicated revolving credit facility with Commerzbank, UniCredit and J.P. Morgan SE (“J.P. Morgan”) (together, the “Syndicated RCF”). In addition, €10.2 million of that credit line was utilized in the form of guarantees issued under the same facility. In May 2025, we increased the size of the Syndicated RCF from €75.0 million to €100.0 million and extended its maturity by twelve months to September 2027.
In addition, YNAP maintains a separate €100.0 million revolving credit facility with Richemont International Holding S.A, maturing in 2031 (the “YNAP RCF”).
As of June 30, 2025, our cash and cash equivalents were €603.6 million, and approximately 76% of our cash and cash equivalents were held in the United Kingdom, of which approximately 55% and 29% were denominated in Euro and U.S. Dollars, respectively. No other currency held accounted for more than 10% of our cash and cash equivalents. Approximately 6.8% of our cash and cash equivalents were held inside the European Union, 8.5% was held in the United States in U.S. Dollars and 6.1% was held in the United Arab Emirates in UAE Dirham.
The interest rate on the Syndicated RCF is based on the 3-month Euribor plus an applicable margin for any utilized portion of the facility when used as short-term borrowings. Additionally, we may draw money market loans under the Syndicated RCF agreement with typical maturities ranging from one to six months, also bearing interest at the 3-month Euribor plus the applicable margin. Both the Syndicated RCF and YNAP RCF include financial covenants relating to working capital (as a borrowing base) and a maximum Group net debt leverage ratio. During the year ended June 30, 2025, we were in full compliance with all covenants under both the Syndicated RCF and YNAP RCF.
Our ability to make principal and interest payments on both the Syndicated RCF and YNAP RCF, in addition to funding planned capital expenditures, will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations we believe that our existing cash balances and expected cash flows generated from operations, as well as our financing arrangements under both the Syndicated RCF and YNAP RCF, are sufficient to meet our operating requirements for at least the next twelve months.
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Consolidated Cash Flow Fiscal 2025, 2024 and 2023
The following table shows a summary of consolidated cash flow information for the years ended June 30, 2023, 2024 and 2025:
Fiscal year ended June 30,
(in € thousands) 2023 2024 2025
Consolidated Statement of Cash Flow Data:
Net cash (outflow) inflow from operating activities (55,050) 10,015 (30,533)
Net cash (outflow) inflow from investing activities (22,758) (11,809) 617,496
Net cash (outflow) inflow from financing activities (5,442) (13,277) 89
Cash and cash equivalents as of July 1, 2024 was €15.1 million. During the fiscal year ended June 30, 2025, there were €1.8 million net cash inflows from LuxExperience Group excluding YNAP Group. In addition, €621.4 million net cash inflows from the YNAP Acquisition, and €35.9 million net cash outflows from the YNAP sub-group contributed to cash and cash equivalents between April 23, 2025 and June 30, 2025. The ending balance cash and cash equivalents was €603.6 million as of June 30, 2025.
Net cash flow from operating activities
The cash flow from operating activities changed from €10.0 million cash inflow for the year ended June 30, 2024 to a €30.5 million cash outflow for the year ended June 30, 2025. This is mainly driven by a decrease in trade payables and increase in inventories which was partially offset by an increase in other liabilities.
Net cash flow from investing activities
The cash flow from investing activities has changed from €11.8 million cash outflow for the year ended June 30, 2024 to a €617.5 million cash inflow for the year ended June 30, 2025. This change mainly resulted from cash and cash equivalents acquired in connection with the YNAP Acquisition.
Net cash flow from financing activities
The cash flow from financing activities changed from a €13.3 million cash outflow for the year ended June 30, 2024 to a €0.1 million cash inflow for the year ended June 30, 2025. This difference is largely attributable to proceeds from exercise of share options and net proceeds from the Group RCF which offset the interest and lease payments.
C. Research and Development, Patents and Licenses
LuxExperience does not perform any research and development activities. There are also currently no intentions to do so.
D. Trend information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Please refer to Note 5 to our consolidated financial statements (“Critical accounting judgments and key estimates and assumptions”) for further details.
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