REG - DP Poland PLC - Final Results 2024 and Investor Presentation
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RNS Number : 6411O DP Poland PLC 27 June 2025
DP Poland plc
("DP Poland", the "Group" or the "Company")
Final Results 2024 and Investor Presentation
DP Poland, the operator of pizza stores and restaurants across Poland and
Croatia, announces its audited results for the year ended 31 December 2024.
DP Poland's Chief Executive Officer, Nils Gornall, said:
"2024 was a pivotal year as we advanced our transformation strategy and laid
the foundation for long-term success. Despite a challenging macroeconomic
environment and a record prior year comparison, we delivered sustained, robust
sales growth and enhanced our store network through accelerated expansion and
optimisation, and continued progress on our franchising strategy."
"In Poland, we achieved a third consecutive year of double-digit like-for-like
(LFL) system sales growth, with a 17.9% increase versus 2023. This performance
was driven by a significant rise in order volumes and successful customer
acquisition initiatives. Our refined pricing strategy and enhanced customer
value proposition delivered record-breaking sales and orders, firmly
positioning the business for continued momentum into 2025."
"Notably, 2024 marked a milestone as the Group achieved consistent pre-IFRS16
EBITDA profitability in Poland, reflecting our disciplined approach to cost
management, a strengthened and optimised store footprint and a debt-free
balance sheet. The Q1 2025 acquisition of Pizzeria 105 fast-tracks our journey
toward operating 200 Domino's stores and accelerated our shift to a
franchisee-led model, positioning the Group for sustained performance in
2025."
Financial highlights
· Group Revenue increased by 20.2% to £53.6m (2023: £44.6m)
o Strong LFL system sales growth of 17.9% in 2024 compared to 2023 in
Poland, with delivery channel LFL system sales growth of 20.1%
· Group System Sales were up 19.8% to £55.2m (2023: £46.1m)
· Group adjusted EBITDA* increased to £4.8m (2023: £3.5m)
· Group loss for the period was £(0.5)m vs. £(5.0)m in 2023
(restated)
· Cash as at 31 December 2024 of £11.3m. Following repayment of
the outstanding debt to Malaccan in December 2024, The Company is debt-free.
Operational highlights
· LFL system order count increased by 12.2% in 2024 compared to
2023, with delivery LFL order count up by 16.2%
· Average Weekly Order Count (AWOC) reached 827 for 2024, a 13.2%
increase versus 2023
· The Group operated 118 stores at the end of 2024, including 113
Domino's Pizza stores across Poland and 5 across Croatia. At the end of Q1
2025, the Group operated 120 stores under Domino's brand (115 in Poland and 5
in Croatia), and 90 stores under "Pizzeria 105", following the acquisition of
Mastergrupa sp z.o.o
· Inflation rates dropped in 2024 to 3.6% for Poland and 4.0% for
Croatia (2023: Poland 11.4%, Croatia 8.4%)
· 90% of delivery sales were ordered online (2023: 89%)
Summary Financial Information
Currency: £000 2024 2023 % change
System Sales 55,170 46,056 19.8%
Revenue 53,644 44,623 20.2%
Group adjusted EBITDA* 4,834 3,512 37.6%
Margin % 9.0% 7.9%
Loss for the period (512) (4,982) 88.9%
*excluding non-cash items, non-recurring items, non-operating items, share
based payments and store pre-opening expenses
Q2 / H1 2025 Trading Update
Trading in the first couple of months of Q2 has been positive, with total
sales tracking ahead of the same period in 2024. The Company will provide a
trading update for Q2 and H1 2025 in mid-July ahead of the Investor
presentation.
Investor Presentation
The Company is pleased to announce that Nils Gornall and Edward Kacyrz will
provide a live presentation relating to the 2024 FY Results and Q2 / H1
Trading Update via Zoom Webinar on 14 July 2025, 13:00 BST.
The presentation is open to all existing and potential shareholders. Questions
can be submitted at any time during the live presentation.
Investors can sign up to Zoom Webinar for free and add to meet DP Poland via:
https://us02web.zoom.us/webinar/register/4317507612375/WN_pOISpOZnQo2kZaKrDogkig
(https://us02web.zoom.us/webinar/register/4317507612375/WN_pOISpOZnQo2kZaKrDogkig)
Enquiries:
DP Poland plc
Nils Gornall, CEO
Tel: +44 (0) 20 3393 6954
Email: ir@dppoland.com
Panmure Liberum Limited (Nominated Adviser, Financial Adviser and Broker)
Will Goode / Ailsa Macmaster / Gaya Bhatt Tel: +44 (0) 20 3100 2000
Notes for editors
About DP Poland plc
DP Poland holds the exclusive rights to develop, operate, and sub-franchise
Domino's Pizza stores across Poland and Croatia. The group currently manages
120 Domino's locations in cities and towns throughout both countries. In
addition to operating 90 Pizzeria 105 outlets across Poland
Chairman's Statement
I am very proud of the successful and profitable execution of our High Volume
Mentality strategy throughout 2024. Together with the recent acquisition of
Pizzeria 105, we are positioned to become the leading player in the Polish
pizza sector in the coming years. To support this growth, DP Poland
successfully completed a £20.5 million fundraise in April 2024, with the
objective to expand to 200 Domino's stores within three years.
2024 marked the third consecutive year of robust sales growth, coupled with an
accelerated rollout of new stores. The team's focus on maintaining
high-quality products and services, combined with disciplined cost management,
has strengthened store economics and significantly improved Group adjusted
EBITDA profitability. The outstanding debt to Malaccan was repaid in full in
2024, strengthening our balance sheet. This improved profitability has set the
foundation for a transition to a franchise-led model, a move expected to
bolster growth and enhance returns. Store profitability is the key to this
success, and I am delighted with the significant progress made in 2024.
The strategic acquisition of Pizzeria 105, the fourth-largest pizza brand in
Poland, which operates a 100% franchised network of 90 locations, is an
exciting move towards establishing Domino's as the market leader in Poland.
The acquisition fast-tracks our transition toward a predominantly franchised,
capital-efficient model, whilst enhancing our brand visibility through an
expanded network of stores and a growing national advertising fund that scales
with the network. The acquisition is highly complementary and unlocks further
efficiencies in food costs, technology, and logistics. I am pleased that the
founder of Pizzeria 105 will stay on as a shareholder, to support franchisee
store conversion and bring valuable local knowledge and expertise. Together,
we are committed to reinforcing the Domino's brand in Poland and unlocking
valuable growth opportunities for our new franchise partners.
Lastly, I would like to commend our exceptional Executive Team, led by CEO
Nils Gornall, whose dedication has been instrumental to our success. I also
extend my gratitude to all our employees, whose daily contributions are vital
to the continued growth of our business and the satisfaction of our customers.
I would also like to thank our shareholders for their ongoing support as we
continue to drive growth and enhance profitability. I am confident in the
opportunities that lie ahead for 2025 and beyond.
David Wild
Non-Executive Chairman
26 June 2025
Chief Executive's Review
2024 was a pivotal year for DP Poland, as we advanced our transformation
strategy and laid the foundation for long-term success. Our continued growth
across Poland and Croatia reflects the strength of our strategy, the power of
the Domino's brand, and the excellence of our teams. We made significant
progress in embedding a High Volume Mentality across the Group, delivering
double-digit sales growth, optimising our store network, and unlocking further
gains in profitability - with Group adjusted EBITDA increasing by 38%
year-on-year ("YoY").
In Poland, we achieved a third consecutive year of double-digit LFL sales
growth, increasing by 17.9% in local currency, fuelled by higher order volumes
and new customer acquisition. In 2024, we refined our marketing approach,
enhanced customer value, and set new records in both sales and orders,
positioning us for sustained success in 2025. To maintain our competitive
market position, we implemented targeted price adjustments throughout the
year, resulting in a 4.4% increase in average ticket value. Customer
satisfaction remained strong, reflecting continued improvements in service
quality and operational efficiency. Notably, our Net Promoter Score (NPS)
among regular customers rose by 29.3% in 2024 compared to 2023, further
strengthening the Domino's brand.
Despite intensified promotional campaigns in Q4 2024 from major players in the
Polish Quick Service Restaurant sector impacting the Company's volume growth
for the quarter, orders significantly increased YoY exceeding 800 orders per
store per week in 2024 (a 13% increase compared to 2023). This success has
been driven by our relentless focus on quality, operational excellence, and
the impact of best-in-class marketing campaigns. While we already offer one of
the most compelling delivery services in Poland, we continue to pursue every
opportunity to improve delivery times further - strengthening a key pillar of
our competitive advantage
In 2024, cost management was a key focus. Initiatives, such as fleet
electrification, commissary upgrades, and enhancements across the supply
chains delivered meaningful savings. Cost pressures also eased on energy, rent
and utilities costs, with a reduction in inflation in both Poland and Croatia.
Sales growth combined with our cost optimisation efforts and lower inflation
led to a significant improvement of the Group financial performance, with
Group adjusted EBITDA rising to £4.8m (2023 restated: £3.5m).
Our store network optimisation plan resulted in four refurbishments, the
opening of eleven new locations, and the strategic closure of eight
underperforming loss-making stores, mainly in shopping centers - bringing the
total number of stores to 118 by year-end.
In March 2025 we acquired Pizzeria 105, a profitable, cash generating
business, that accelerates our plan to operate 200 Domino's stores in Poland
by the end of 2027 and unlock the longer-term potential for 500+ locations.
The acquisition drives market consolidation, giving Domino's greater control
over market dynamics and pricing.
Pizzeria 105 brings further scale to the Group, while unlocking advantages in
procurement, distribution costs, marketing, digital technologies and HQ. The
transaction is expected to enhance brand visibility with additional presence
in 31 new Polish cities and represents an excellent fit, with minimal market
overlap, and comparable sales distribution across the delivery, carryout, and
dine-in segments.
The acquisition fast tracks our strategic shift toward a franchisee-led model,
with 76 experienced franchisees entering into the system, with over half of
the store network now franchise-operated. In parallel, our Domino's corporate
store sell-down programme resulted in five Polish corporate stores
transitioning to franchise owned in the second half of 2024.
Following the acquisition of Pizzeria 105, and through a combination of
organic growth and the conversion of Pizzeria 105 locations, we now aim to end
2025 with approximately 150 Domino's branded stores, 20 more than previously
communicated. 4 new stores have been opened in 2025 so far. Looking ahead, the
Group plans to add a further 40 stores in 2026, bringing the total to 190
locations by the end of 2026.
Our actions during 2024 and post period end have strengthened our brand
presence, increased customer traffic and enhanced store-level profitability,
laying a solid foundation for future growth and profitability. I remain very
optimistic about the outlook. Our goal to become Poland's and Croatia's
leading pizza brand is firmly on track, with a fast transition to a
franchisee-led model and continued improvements in Group adjusted EBITDA
profitability. We are well-positioned to build on the strong foundation we've
established and drive further growth.
Nils Gornall
Chief Executive Officer
26 June 2025
Chief Financial Officer's Review
I'm pleased to report on the financial performance of the Group for 2024,
which has been another year of outstanding growth and strategic progress for
DP Poland. This success was marked by the effective implementation of our High
Volume Mentality strategy, the accelerated rollout of new stores, the
optimisation of our store network, and the expansion of our franchising
network. This strategy resulted in a double-digit sales increase, driven by
rising order volumes and new customer acquisition.
Group System Sales increased by 19.8% to £55.2 million. This significant
growth was primarily driven by an 11.4% increase in LFL Group order count.
Additionally, we revised our pricing strategy in Q4 2024, maintaining the
Company's competitive positioning. Despite the sharpened pricing strategy,
customer satisfaction ratings remained strong, validating the improvements in
both the quality and speed of our service.
Poland was a key driver of growth, with a 17.9% increase in LFL System Sales,
primarily driven by a 12.2% increase in LFL order count. In Croatia, the
expansion was also impressive, with System Sales increasing by 40.1%,
alongside a 6.0% growth in LFL System Sales.
Inflationary pressures eased in the second half of 2024, which bolstered our
profitability as input costs' growth slowed. Inflation in Poland had declined
to 3.6% by year-end. In 2024, DP Poland made a full repayment of the
outstanding Loan Notes from Malaccan Holdings Ltd, leaving the company
debt-free as of the end of 2024.
At the year-end, our portfolio included 118 stores (113 in Poland and 5 in
Croatia), with the dominant delivery business contributing two-thirds of
sales. We opened 11 stores and closed 8 locations. The expansion of our
franchising model was also initiated in Poland, with the transfer of 5 stores
to new franchise partners in 2024, resulting in 13 stores being sub-franchised
by the year-end. The expanded and optimised store network, coupled with the
development of our franchising model, positions us strongly for sustained
growth in both corporate-owned and franchised stores into 2025 and beyond.
Financial Performance*
2024 2023
Restated^
£ £
System Sales** 55,170,019 46,056,212
Revenue 53,643,542 44,622,983
Cost of goods sold (16,314,848) (13,431,506)
Materials and energy (2,478,174) (2,580,342)
External services^ (8,545,521) (7,794,031)
Payroll and social charges (21,129,487) (17,086,986)
Other operating costs (341,405) (218,327)
Group adjusted EBITDA***- excluding non-cash items, non-recurring items, 4,834,107 3,511,791
non-operating items, share based payments and store pre-opening expenses^
Store pre-opening expenses (159,995) (64,018)
Other non-cash, non-recurring and non-operating items^ (343,455) (122,647)
Depreciation and amortisation^ (4,658,955) (5,283,521)
Impairment of non-current assets^ (616,386) (2,342,331)
Reversal of impairment 953,367 -
Share based payments (386,264) (323,602)
Foreign exchange gains^ 227,011 585,962
Finance income 482,952 205,683
Finance costs^ (883,512) (1,106,193)
Loss before taxation^ (551,130) (4,938,876)
Taxation 39,042 (43,155)
Loss for the period^ (512,088) (4,982,031)
* Average exchange rates for 2024 and 2023
** System Sales - total retail sales including sales from corporate and
sub-franchised stores
*** Group adjusted EBITDA - earnings before interest, taxes, depreciation and
amortization excluding non-cash items, non-recurring items, non-operating
items, store pre-opening expenses and share based payments
^ Please refer to Note 1 for the details of restatements of comparative
period financial information
Revenue and System Sales
The Group's System Sales saw an increase of 19.8%, primarily driven by an
21.0% growth in Polish LFL system sales (17.9% in local currency). Group
revenue rose by 20.2% year-over-year, with LFL Group system sales growth
reaching 20.1%, largely due to a significant 11.4% increase in LFL Group order
count. This improvement was primarily driven by the High Volume Mentality
strategy, the introduction of new products and better ingredient quality - all
contributing to higher customer satisfaction and repeat business.
Performance in 2024 showed consistent quarter-over-quarter improvement,
achieving record-breaking levels in both sales and orders in Q4, as detailed
in the Key Performance Indicators section later in this announcement.
Expenses
Pressures on energy, rent and utilities costs eased in H2 2024 and inflation
in Poland declined to 3.6% by year-end. Through our continued focus on cost,
DP Poland successfully kept the increase in operating costs (18.7% YoY) below
revenue growth during the year (20.2% YoY). This achievement was facilitated
through various cost optimisation initiatives, including fleet
electrification, commissary upgrades, and supply chain improvements, which
have delivered material savings. While inflation eased in 2024, wage inflation
remained high, leading to a 20.5% minimum wage increase and a consequent 19.2%
rise in payroll and social charges costs YoY.
Other non-cash, non-recurring and non-operating items
The Group recorded non-cash, non-recurring and non-operating items, notably
one-off VAT refund in Dominium S.A. for the years 2013-2016. Other non-cash,
non-recurring and non-operating items included dismantling provision, written
off balances with counterparties, costs incurred for stores closures, costs of
merging DP Polska S.A. and Dominium S.A. planned for the second half of 2025,
advisors and other expenses related to acquisition and other immaterial
components. Please find the breakdown of other non-cash and non-recurring
items below.
Currency: £ Nature 2024 2023
Restated
Vat refund Non-recurring 660,391 174,989
Costs incurred for non-operating stores Non-operating (180,953) -
Written down balances with counterparties Non-cash (193,514) (115,968)
Dismantling provision Non-cash (111,590) (120,706)
Investments advisors and other costs Non-recurring (379,783) (42,453)
Sub-franchisee loan write-off Non-cash (67,876) -
Other non-cash and non-recurring items Non-cash and non-recurring (70,130) (18,509)
Total (343,455) (122,647)
Depreciation and amortisation
Depreciation and amortisation expenses consist mainly of the right of use
assets depreciation charges amounting to £2,375,255 in 2024 (2023 restated:
£2,963,676), property, plant and equipment amounted to £1,615,688 (2023:
£1,487,836) and intangible assets amortisation amounted to £668,012 (2023:
£832,009). The decrease in depreciation related to right of use assets in
2024 compared to 2023 is mainly attributable to impairment of stores as at 31
December 2023.
Finance costs
Finance costs of the Group mainly comprise interest expense on lease
liabilities of £574,127 (2023 restated: £594,787), interest paid on the loan
note issued to Malaccan Holdings Ltd of £232,731 (2023: £460,554) and other
interests of £76,654 (2023: £50,852). The lower interest on the Malaccan
loan in 2024 compared to 2023 resulted from full repayment made in December
2024.
Taxation
The Group paid no corporation tax in 2024 and 2023 due to brought forward
losses. As the Group has unused tax losses available to offset against future
profits, it does not expect to pay any corporation tax in 2025.
Group loss for the period
Group loss after tax for the period decreased by 89% compared to 2023 mainly
due to improved Group adjusted EBITDA and impairment of non-current assets
partially offset by other non-cash items and store pre-opening costs.
The Board has an accelerated growth strategy focused on expanding the store's
rollout and transitioning to a franchise model to drive future profit growth.
The robust performance in 2024 has laid a solid foundation for our next phase
of growth. Transitioning to a franchise model is expected to support scalable
growth, requiring fewer capital investment, lowering overhead costs, and
enhancing Group adjusted EBITDA profitability. Our objective is to scale
operations and increase market share, positioning ourselves as a market leader
in Poland and Croatia.
To facilitate this, we plan to streamline internal processes in the supply
chain and back office, including the merger of Dominium S.A. and DP Polska
S.A., expected in 2025, and further investments in digital transformation.
Store Count Poland
Dominos Polska S.A. & Dominium S.A. 1 Jan 2024 Opened* Closed* Sold to franchise 31 Dec 2024
Corporate 102 11 -8 -5 100
Sub-Franchised 8 0 0 5 13
Total 110 11 -8 0 113
* The number of opened and closed stores includes relocations
Store Count Croatia
All About Pizza d.o.o. 1 Jan 2024 Opened Closed Sold to franchise 31 Dec 2024
Corporate 5 0 0 0 5
Sub-Franchised 0 0 0 0 0
Total 5 0 0 0 5
Enlarged Group
Store count 1 Jan 2024 Opened Closed Sold to franchise 31 Dec 2024
Corporate 107 11 -8 -5 105
Sub-Franchised 8 0 0 5 13
Total 115 11 -8 0 118
In 2024 DP Poland opened 11 corporate stores, 8 stores were closed and 4
stores were fully refurbished.
Sales Key Performance Indicators (KPIs)
System sales* were up 19.8% YoY, whereas LFL system sales** were up 20.1% YoY.
2024 2023 Change %
Group System Sales*, £ 55,170,019 46,056,212 19.8%
LFL system sales**, £ 52,280,007 43,536,107 20.1%
LFL system order count***, thousand orders 4,644 4,168 11.4%
Poland Delivery orders**** ordered online 83% 81% +2pp
* System Sales - total retail sales including sales from corporate
and sub-franchised stores. Sales from sub-franchised stores are not included
in revenue. Franchise fees are not included in system sales but are recognised
as revenue in the P&L.
** Like-for-like System Sales - matching trading periods for the same
stores between 1 January and 31 December 2024 and 1 January and 31 December
2023. The Group's system stores that are included in like-for-like System
Sales comparisons are those that have operated for at least 1 year preceding
the beginning of the first month of the period used in like-for-like
comparisons for a certain reporting period, assuming the relevant system store
has not been subsequently closed
*** System order count - total retail orders from corporate and
sub-franchised stores
**** Delivery orders stand for the orders in delivery channel by both
corporate and franchisee stores
Like-for-like Poland System Sales growth 2024 vs 2023 per quarter were as
follows:
Q1 Q2 Q3 Q4
LFL system sales growth by quarter 17.9% 26.5% 21.0% 7.8%
Exchange rates
PLN : £1 2024 2023 Change %
Profit & Loss Account 5.0871 5.2218 -2.6%
Balance Sheet 5.1756 5.0117 3.3%
EUR : £1 2024 2023 Change %
Profit & Loss Account 1.1815 1.1500 2.7%
Balance Sheet 1.2099 1.1539 4.9%
Financial Statements for Polish subsidiaries DP Polska S.A. and Dominium S.A.
are denominated in Polish Zloty ("PLN") and translated to Pound Sterling
("GBP"). Financial Statements for Croatian subsidiary All About Pizza d.o.o.
are denominated in EUR ("EUR") and translated to Pound Sterling ("GBP"). Under
UK adopted international accounting standards the Income Statement of
subsidiaries has been converted from PLN and EUR into sterling at the average
annual exchange rate applicable. The balance sheet has been converted from PLN
and EUR to GBP as at the exchange rate at 31 December 2024.
Cash position
Currency: £ 1(st) January 2024 Cash movement 31(st) December 2024
Cash in bank 1,888,465 9,439,086 11,327,551
Cash movement is mainly due to fundraising completed in April 2024, repayment
of Loan Notes to Malaccan Holdings Ltd. and cash outflows for several
different strategic and operational projects.
Inventories
Currency: £ 1(st) January 2024 Movement 31(st) December 2024
Raw materials and consumables 1,034,187 171,399 1,205,586
An increase in inventory is mainly due to increased purchases of products in
2024 supporting increased sales.
Trade and other receivables
Currency: £ 1(st) January 2024 Movement 31(st) December 2024
Current trade and other receivables 3,876,432 -352,233 3,524,199
A decrease of trade and other receivables balance is mainly due to VAT credit
received by Dominium S.A. from the tax authorities, which has been included in
other receivables as of 1st January 2024.
Macro-economic conditions in Poland and Croatia
Polish GDP increased by 2.9% YoY in 2024. Inflationary pressure declined in
2024 and amounted to 3.6% YoY. The Board is constantly monitoring purchase
prices to ensure the Group can react to any price increases from its
suppliers.
Macro-economic conditions - Poland 2024 2023
Real GDP growth (% growth) 2.9* 0.2
Inflation (% growth) 3.6 11.4
Unemployment Rate (% of economically active population) 2.8 3.1
* First estimate of Polish Statistics Office for the year 2024
Croatian GDP increased in 2024 by 3.8%. Inflationary pressure decreased in
2024 to 4.0% YoY
Macro-economic conditions - Croatia* 2024 2023
Real GDP growth (% growth) 3.8 2.8
Inflation (% growth) 4.0 8.4
Unemployment Rate** (% of economically active population) 5.1 6.4
* Data based on macroeconomic indicators published 12(th) March 2025 by
Croatian National Bank
** December 2024 data
Sub-franchised stores
As at December 2024, there are 13 sub-franchised stores. Sales in 2024 from
sub-franchised stores amounted to £4,366,402 (2023: £2,793,080) and are
included in the System Sales figure.
Going concern
The Board considered the Group's forecasts, in particular those relating to
the growing sales volume and improved cost management, to satisfy itself
that the Group has sufficient resources to continue in operation for the
foreseeable future. The Group sales and costs forecasts are based on
market-available data with regard to the country's inflation and GDP growth
rates as well as historical level of sales volumes and incurred costs as a
percentage of sales taking into account implemented High Volume Mentality,
accelerated growth strategy through the store rollout, increased focus on
internal processes optimisation and digital transformation.
As inflationary pressure began to abate in 2024, the Board believes that the
major risks connected with inflation are diminishing, which has already been
reflected in the decreasing growth rate of energy, rent and utilities prices
with the forecast for further decrease of growth rates. On the other hand, the
Board has prepared a roadmap for a number of different strategic and
operational projects aiming at optimization of internal processes in supply
chain, change in the Group structure, as well as further investments into
digital transformation.
The Board acknowledges the uncertainty related to the future dynamics of the
commodity prices and inflationary pressures, which remain the most pronounced
risks to our going concern assumptions.
In April 2024 the Group raised gross proceeds of approximately £20.5 million
through the subscription by Domino's Pizza Group plc ("DPG"), the placing of
shares through an accelerated bookbuild process and the placing of a retail
offer. The net proceeds of the fundraising receivable by the Group are being
mainly used to accelerate its growth strategy through the roll out of stores
in Poland and Croatia, acquisition of Pizzeria 105, upgrade of stores in
Poland, and full repayment of loan notes.
In December 2024, the Group fully repaid the outstanding Loan notes from
Malaccan Holdings Ltd, amounting to £7.1 million, using the proceeds raised
from the fundraising. As a result, the Group achieved a debt-free balance
sheet as of the 2024 year-end. Net cash position of the Group as of 31
December 2024 amounted to £11.3 million (not taking into account lease
liabilities), out of which the acquisition of Pizzeria 105 has been financed
(total consideration of £8.5 million).
Having considered the Group's cash flows and its liquidity position, and after
reviewing the forecast for the next twelve months and beyond, taking into
account reasonable possible changes in trading performance, the Directors
believe that the Group has adequate resources to continue operations for the
foreseeable future and for this reason they continue to adopt the going
concern basis in preparing the financial statements.
Edward Kacyrz
Chief Financial Officer
26 June 2025
FINANCIAL STATEMENTS
Group Income Statement
for the year ended 31 December 2024
2024
2023
Restated
Notes £ £
Revenue 2 53,643,542 44,622,983
Cost of goods sold (16,314,848) (13,431,506)
Materials and energy (2,478,174) (2,580,342)
External services (8,545,521) (7,794,031)
Payroll and social charges (21,129,487) (17,086,986)
Other operating costs (341,405) (218,327)
Group adjusted EBITDA* - excluding non-cash items, non-recurring items, 4,834,107 3,511,791
non-operating items, share based payments and store pre-opening expenses
Store pre-opening expenses (159,995) (64,018)
Other non-cash, non-recurring and non-operating items 5 (343,455) (122,647)
Depreciation and amortisation (4,658,955) (5,283,521)
Impairment of non-current assets (616,386) (2,342,331)
Reversal of impairment 953,367 -
Share based payments 29 (386,264) (323,602)
Foreign exchange gains 227,011 585,962
Finance income 7 482,952 205,683
Finance costs 8 (883,512) (1,106,193)
Loss before taxation 4 (551,130) (4,938,876)
Taxation 9 39,042 (43,155)
Loss for the period (512,088) (4,982,031)
Loss per share Basic 11 (0.06 p) (0.70 p)
Diluted 11 (0.06 p) (0.70 p)
All of the loss for the year is attributable to the owners of the Parent
Company.
* Group adjusted EBITDA - earnings before interest, taxes, depreciation and
amortization excluding non-cash items, non-recurring, non-operating items,
share based payments and store pre-opening expenses
Group Statement of comprehensive income
for the year ended 31 December 2024
2024 2023
Restated
£ £
Loss for the period (512,088) (4,982,031)
Currency translation differences (282,005) (352,734)
Other comprehensive expense for the period, net of tax to be reclassified to (282,005) (352,734)
profit or loss in subsequent periods
Total comprehensive expense for the period (794,093) (5,334,765)
All of the comprehensive expense for the year is attributable to the owners of
the Parent Company.
Group Balance Sheet
at 31 December 2024
31 December 2024 31 December 2023 1 January 2023
Restated Restated
Notes £ £ £
Non-current assets
Goodwill 12 12,374,266 12,387,143 12,392,291
Intangible assets 13 2,530,246 3,240,794 3,910,188
Property, plant and equipment 14 8,576,167 6,497,697 6,645,301
Leases - right of use assets 20 6,974,590 6,220,273 7,120,162
Trade and other receivables 18 896,698 422,064 452,125
31,351,967 28,767,971 30,520,067
Current assets
Inventories 19 1,205,586 1,034,187 982,110
Trade and other receivables 18 3,524,199 3,876,432 2,719,050
Cash and cash equivalents 23 11,327,551 1,888,465 3,728,177
16,057,336 6,799,084 7,429,337
Total assets 47,409,303 35,567,055 37,949,404
Current liabilities
Trade and other payables 24 (7,173,564) (6,655,591) (5,343,028)
Lease liabilities 21 (3,194,242) (3,501,186) (2,895,955)
Borrowings 25 - (7,065,605) -
(10,367,806) (17,222,382) (8,238,983)
Non-current liabilities
Lease liabilities 21 (5,124,169) (5,987,966) (5,626,760)
Deferred tax 17 (530,852) (588,003) (540,937)
Borrowings 25 - - (6,763,297)
(5,655,021) (6,575,969) (12,930,994)
Total liabilities (16.022,827) (23,798,351) (21,169,977)
Net assets 31,386,476 11,768,704 16,779,427
Equity 22
Called up share capital 28 4,598,277 3,562,410 3,561,969
Share premium account 66,074,450 47,084,716 47,084,716
Capital reserve - own shares (48,163) (48,163) (48,163)
Retained earnings (28,592,362) (28,466,538) (23,808,108)
Merger relief reserve 23,516,542 23,516,542 23,516,542
Reverse Takeover reserve (33,460,406) (33,460,406) (33,460,406)
Currency translation reserve (701,862) (419,857) (67,123)
Total equity 31,386,476 11,768,704 16,779,427
The financial statements were approved by the Board of Directors and
authorised for issue on 26 June 2025 and were signed on its behalf by:
Nils
Gornall
Edward Kacyrz
Chief Executive
Officer
Chief Financial Officer
Company Balance Sheet
at 31 December 2024
31 December 2024 31 December 2023
Notes £ £
Non-current assets
Investments 15 42,099,123 33,281,643
Loans granted to subsidiary undertakings 16 432,226 177,578
42,531,349 33,459,221
Current assets
Trade and other receivables 18 145,481 68,631
Cash and cash equivalents 23 3,642,362 134,185
3,787,843 202,816
Total assets 46,319,192 33,662,037
Current liabilities
Trade and other payables 24 (152,740) (100,180)
Borrowings 25 - (7,040,576)
(152,740) (7,140,756)
Net assets 46,166,452 26,521,281
Equity 22
Called up share capital 28 4,598,277 3,562,409
Share premium account 66,074,450 47,084,716
Retained earnings (48,022,817) (47,642,386)
Merger relief reserve 23,516,542 23,516,542
Shareholders' Equity 46,166,452 26,521,281
The financial statements were approved by the Board of Directors and
authorised for issue on 26 June 2025 and were signed on its behalf by:
Nils
Gornall
Edward Kacyrz
Chief Executive
Officer
Chief Financial Officer
The Company has taken advantage of the exemption provided under section 408 of
the Companies Act 2006 not to publish its individual income statement and
related notes.
Loss relating to transactions in the financial statements of the parent
company was £766,695 (2023: £324,525).
DP Poland plc's company registration number is 07278725
Group Statement of Cash Flows
for the year ended 31 December 2024
2024 2023
Restated
Note £ £
Cash flows from operating activities
Loss before taxation for the period (551,130) (4,938,876)
Adjustments for:
Finance income 7 (482,952) (205,683)
Finance costs 8 883,512 1,106,193
Foreign exchange movements (226,863) (1,294,952)
Depreciation and amortisation 4,658,955 5,283,521
Impairment of non-current assets 616,386 1,368,980
Reversal of impairment (953,367) -
Loss on fixed asset disposal 628,408 78,585
Dismantling provision 5 111,590 120,706
Loan write-off 5 67,876 -
Share based payments expense 29 386,264 323,602
Operating cash flows before movement in working capital 5,138,679 1,842,076
(Increase) in inventories 19 (171,399) (52,076)
(Increase) in trade and other receivables 18 (122,401) (1,127,321)
Increase in trade and other payables 24 517,973 1,312,563
Cash generated from operations 5,362,852 1,975,242
Taxation payable - -
Net cash generated from operations 5,362,852 1,975,242
Cash flows from investing activities
Payments to acquire intangible assets (254,960) (206,556)
Payments to acquire property, plant and equipment (4,775,819) (1,395,053)
Proceeds from disposal of property plant and equipment 5,148 1,355
Interest received 7 474,720 196,194
Net cash generated from/(used in) investing activities (4,550,911) (1,404,060)
Cash flows from financing activities
Net proceeds from issue of ordinary share capital 20,025,601 441
Repayment of lease liabilities (3,693,529) (1,795,817)
Repayment of loan notes (7,130,798) -
Interest paid on lease liabilities 8 (574,127) (594,787)
Net cash from/(used in) financing activities 8,627,147 (2,390,163)
Net increase/(decrease) in cash 9,439,088 (1,818,981)
Exchange differences on cash balances (2) (20,731)
Cash and cash equivalents at beginning of period 1,888,465 3,728,177
Cash and cash equivalents at end of period 23 11,327,551 1,888,465
Company Statement of Cash Flows
for the year ended 31 December 2024
2024 2023
Note £ £
Cash flows from operating activities
Profit/(loss) before taxation (766,695) (324,525)
Adjustments for:
Finance income (399,002) (535,459)
Finance expense 245,919 460,554
Foreign exchange movements 132,109 (22,756)
Share based payments expense 101,151 56,185
Operating cash flows before movement in working capital (686,518) (366,001)
Decrease in trade and other receivables 18 (76,850) 78,350
Increase/(decrease) in trade and other payables 24 52,560 6,102
Cash used in operating activities (710,808) (281,549)
Cash flows from investing activities
Partial return of equity investment/(Equity investment) in subsidiary company (8,500,000) 350,000
Loans granted to subsidiary undertakings 16 (254,648) -
Interest received 78,830 -
Net cash generated from/(used in) investing activities (8,675,818) 350,000
Cash flows from financing activities
Loan notes paid (7,130,798)
Net proceeds from issue of ordinary share capital 20,025,601 441
Net cash from/(used in) financing activities 12,894,803 441
Net increase/(decrease) in cash 3,508,177 68,892
Cash and cash equivalents at beginning of period 134,185 65,293
Cash and cash equivalents at end of period 23 3,642,362 134,185
Group Statement of Changes in Equity
for the year ended 31 December 2024
Share Currency Capital Reverse Merger
Share premium Retained translation reserve - Takeover Relief
capital account earnings reserve own shares reserve reserve Total
Restated Restated Restated
£ £ £ £ £ £ £ £
At 31 December 2022 as originally reported 3,561,969 47,084,716 (21,450,212) (67,123) (48,163) (33,460,406) 23,516,542 19,137,323
Impact of restatement on retaining earnings - - (2,357,896) - - - - (2,357,896)
At 31 December 2022 - Restated 3,561,969 47,084,716 (23,808,108) (67,123) (48,163) (33,460,406) 23,516,542 16,779,427
Translation difference - Restated - - - (352,734) - - - (352,734)
Loss for the period - Restated - - (4,982,032) - - - (4,982,032)
Total comprehensive income for the year - Restated - - (4,982,032) (352,734) - - - (5,334,766)
Shares issued (net of expenses) 441 - - - - - - 441
Share based payments - - 323,602 - - - - 323,602
Transactions with owners in their capacity as owners 441 - 323,602 - - - - 324,043
At 31 December 2023 - Restated 3,562,410 47,084,716 (28,466,538) (419,857) (48,163) (33,460,406) 23,516,542 11,768,704
Translation difference - - - (282,005) - - - (282,005)
Loss for the period - - (512,088) - - - - (512,088)
Total comprehensive income for the year - - (512,088) (282,005) - - - (794,093)
Shares issued (net of expenses) 1,035,867 18,989,734 - - - - - 20,025,601
Share based payments - - 386,264 - - - - 386,264
Transactions with owners in their capacity as owners 1,035,867 18,989,734 386,264 - - - - 20,411,865
At 31 December 2024 4,598,277 66,074,450 (28,592,362) (701,862) (48,163) (33,460,406) 23,516,542 31,386,476
Company Statement of Changes in Equity
for the year ended 31 December 2024
Share
Share premium Retained Relief
capital account earnings reserve Total
£ £ £ £ £
At 31 December 2022 3,561,969 47,084,716 (47,641,462) 23,516,542 26,521,764
Loss for the year - - (324,525) - (324,525)
Total comprehensive income for the year - - (324,525) - (324,525)
Shares issued (net of expenses) 441 - - - 441
Share based payments - - 323,602 - 323,602
Transactions with owners in their capacity as owners 441 - 323,602 - 324,043
At 31 December 2023 3,562,410 47,084,716 (47,642,385) 23,516,542 26,521,281
Loss for the year - - (766,695) - (766,695)
Total comprehensive income for the year - - (766,695) - (766,695)
Shares issued (net of expenses) 1,035,867 18,989,734 - - 20,025,601
Share based payments - - 386,264 - 386,264
Transactions with owners in their capacity as owners 1,035,867 18,989,734 386,264 - 20,411,865
At 31 December 2024 4,598,277 66,074,450 (48,022,816) 23,516,542 46,166,452
Notes to the Financial Statements
for the year ended 31 December 2024
1. ACCOUNTING POLICIES
Authorisation of financial statements and statements of compliance with
IFRSs
The DP Poland plc Group and Company financial statements for the year ended 31
December 2024 were authorised for issue by the Board of the Directors on 26
June 2025 and the balance sheets were signed on the Board's behalf by Nils
Gornall and Edward Kacyrz. DP Poland plc is a public limited company
incorporated and domiciled in England & Wales. The Company's ordinary
shares are traded on the Alternative Investment Market of the London Stock
Exchange.
Basis of
preparation
The financial information set out in this report does not constitute the
Company's statutory annual report and accounts for the years ended 31 December
2024 or 2023 but is derived from the 2024 annual report and accounts.
Statutory accounts for 2023 have been delivered to the Registrar of Companies
and those for 2024 will be delivered to the Registrar of Companies following
Notice of the Annual General Meeting. The auditor has reported on the
financial statements for the year ended 31 December 2024; its report was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying the report and
(iii) did not contain a statement under section 498(2) or section 498(3) of
the Companies Act 2006.
Both the Group financial statements and the Company financial statements have
been prepared and approved by the directors in accordance with UK-adopted
international accounting standards, IFRIC Interpretations and the Companies
Act 2006. The preparation of financial statements in accordance with
UK-adopted international accounting standards requires the use of certain
critical accounting estimates. It also requires management to exercise
judgement in the process of applying the Company's accounting
policies.
An additional line item for 'Group adjusted EBITDA - excluding non-cash items,
non-recurring, non-operating items and store pre-opening expenses' has been
presented on the face of the income statement as the Board believes this
presentation is relevant to the understanding of the Group's financial
performance and is a useful indicator for the underlying cash generated from
operations.
The accounting policies which follow set out those policies which apply in
preparing the financial statements for the year ended 31 December
2024.
The Group and Company financial statements are presented in Sterling. The
assets and liabilities of the foreign subsidiaries, whose functional currency
is Polish Zloty and Euro, are translated into sterling at the rate of exchange
ruling at the balance sheet date and their income statements are translated at
the average rate for the year. Differences arising from the translation of the
opening net investment in the subsidiary are taken to reserves and reported in
the Group statement of comprehensive
income.
Basis of
consolidation
The Group financial statements comprise the financial statements of DP Poland
plc, its subsidiary undertakings and the Employee Benefit Trust ("EBT") drawn
up to 31 December of each year, using consistent accounting policies.
Subsidiary undertakings have been included in the Group financial statements
using the purchase method of accounting. Accordingly the Group Income
Statement and Group Statement of Cash Flows include the results and cash flows
of subsidiaries from the date of acquisition.
Subsidiaries are consolidated from the date of their acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date such control ceases. Control comprises the power to govern the
financial and operating policies of the investee so as to obtain benefit from
its activities and is achieved through direct or indirect ownership of voting
rights; currently exercisable or convertible potential voting rights; or by
way of contractual agreement. The financial statements of subsidiaries are
prepared for the same reporting year as the parent Company, using consistent
accounting policies. All inter-company balances and transactions, including
unrealised profits arising from them, are eliminated on consolidation.
The Group accounts for business combinations using the acquisition method when
control is transferred to the Group. The consideration transferred in the
acquisition is generally measured at fair value, as are the identifiable net
assets acquired. Any goodwill that arises is tested annually for impairment.
Any gain on a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to the issue of
debt or equity securities.
Restatements of comparative period financial
information
The following changes have been made to the comparative period presented
within these financial statements:
# Description Amount
1 Impairment of Dominium goodwill £
Decrease in goodwill due to impairment (3,144,880)
Retained earnings 2,983,549
Translation reserve 161,331
2 Restatement of right of use assets and lease liabilities £
Increase in right of use assets 1,167,722
Increase in lease liabilities (581,987)
Increase in depreciation charge 551,519
Decrease in interest expense on lease liabilities (16,690)
Increase in foreign exchange gains (137,440)
Decrease in IFRS 16 adjustment costs (343,725)
Decrease in rent expenses 17,118
Retained earnings (625,652)
Translation reserve (30,865)
3 Impairment of non-current assets £
Decrease in right of use assets due to impairment (960,505)
Decrease in property, plant and equipment due to impairment (443,312)
Decrease in intangible assets due to impairment (22,552)
Increase in impairment loss 1,368,980
Translation reserve 57,389
Adjustment 1 was made to restate the amount of goodwill in Dominium S.A.,
which has been impaired as of 1 January 2023. The impact of this restatement
on net assets and equity amounted to £3,144,880.
Adjustment 2 was made to restate right-of-use assets and lease liabilities due
to prior period errors and changes in incremental borrowing rates. These
changes were prompted by the implementation of a system solution for IFRS 16
calculations and a review of the input data used since the initial adoption of
IFRS 16 in 2019. As review has been made for the periods 2019-2023, this
restatement impacts both equity and Group Income Statement for 2023. The
impact of this restatement on net assets amounted to £585,735, income
statement amounted to £70,782 and equity amounted to £656,517.
Adjustment 3 relates to the impairment of fixed assets of the Group, including
right-of-use assets, property, plant and equipment, and intangible assets. In
2024, the Group changed its approach to identifying cash-generating units for
impairment testing, moving from a country-based approach to a
city-cluster-based approach. The prior period figures were also recalculated
accordingly. This restatement has an impact of £1,426,369 on net assets,
£57,389 on equity and £1,368,980 on Group Income Statement.
Within the 2023 Group Balance Sheet, this has resulted in a decrease to total
assets of £3,403,527, an increase to total liabilities of £581,987 and a
decrease to total net assets of £3,985,514, with a corresponding decrease to
total equity. Within the 2023 Group Income Statement, this has resulted in a
£1,439,762 increase to loss for the period due to impact in relation to 2023
and an increase of loss per share to (0.70) p.
The impact of the restatement on the Group equity and net assets as at 1
January 2023 amounted to £2,357,897. The restatement had no impact on the
2023 Company Balance Sheet or Income
Statement.
Reclassifications of comparative period financial information
The following reclassification has been made to comparative period Group
Income Statement:
· Reclassification of non-current assets write-off due to potential
store closures amounted to £973,351 from Other non-cash, non-recurring and
non-operating items to Impairment of non-current assets.
The following reclassification has been made to comparative period Group
Statement of Cash Flows:
· Reclassification of VAT refund - interests amounted to £181,792
from Cash flows from operating activities to Cash flows from investing
activities.
Adoption of new and revised standards
The accounting policies adopted in the preparation of the Group financial
statements are consistent with those followed in the preparation of the
Group's financial statements for the year ended 31 December 2023, except for
the adoption of new standards, interpretations, and amendments to standards
effective as of 1 January 2024.
The amendments and interpretations below were applied in 2024 and had no
significant impact on the accounting policies applied:
- Classification of Liabilities as Current or Non-current liabilities with
covenants - Amendments to IAS 1.
New standards and interpretations not applied
Below amendments to standards are effective for annual periods beginning after
1 January 2025 and earlier application is permitted. The Group has not early
adopted the new or amended standards in preparing these consolidated financial
statements:
Effective for the periods beginning on or after:
International Accounting Standards ('IAS')
- Exchangeability of Currencies - Amendments to IAS 21 1 January 2025
- Classification and Measurement of Financial Instruments - Amendments to IFRS 1 January 2026
9 and IFRS 7
- IFRS 18 'Presentation and Disclosure in Financial Statements' 1 January 2027
It is expected that the standards will not have a material impact on the
Group.
Intangible
assets
Intangible assets are carried at cost less accumulated amortisation and
accumulated impairment losses. Intangible assets acquired separately from a
business are carried initially at cost. An intangible asset acquired as part
of a business combination is recognised outside goodwill if the asset is
separable or arises from contractual or other legal rights and its fair value
can be measured reliably. Intangible assets with a finite life are amortised
and charged to administrative expenses on a straight-line basis over their
expected useful lives, as
follows:
· Franchise fees and intellectual property rights: over the
duration of the legal
agreement;
· Computer software: 2 to 5 years from the date when the software
is brought into use;
and
· Capitalised loan discounts: the life of sub-franchise agreements
of 10
years.
The carrying value of intangible assets is reviewed for impairment whenever
events or changes in circumstances indicate the carrying value may not be
recoverable.
Franchise fees consist of the cost of purchasing the Master Franchise
Agreement (MFA) from Domino's Pizza Overseas Franchising B.V. capitalized in
2021 as a result of reverse acquisition and MFA between AAP and Domino's Pizza
International Franchising Inc. capitalized in 2022 following AAP
acquisition.
Goodwill
Goodwill is initially measured at cost and any previous interest held over the
net identifiable assets acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate consideration
transferred, the Group re-assesses whether it has correctly identified all of
the assets acquired and all of the liabilities assumed and reviews the
procedures used to measure the amounts to be recognised at the acquisition
date.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purposes of impairment testing, goodwill is
allocated to each of the Group's cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill
has been allocated are tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired.
The Group performs impairment reviews at the reporting period end to identify
any goodwill that has a carrying value that is in excess of its recoverable
amount. Determining the recoverability of goodwill requires judgement in both
the methodology applied and the key variables within that methodology. Where
it is determined that goodwill is impaired, the carrying value of goodwill
will be reduced to its recoverable amount with the difference recorded as an
impairment charge in the income statement.
In accordance with IAS 36, the Group has tested goodwill for impairment at the
reporting date. No goodwill impairment was deemed necessary as at 31 December
2024. For further details on the impairment review please refer to note
12.
Fixtures, fittings and
equipment
Fixtures, fittings and equipment are stated at cost less accumulated
depreciation and any impairment in value. Leasehold property comprises
leasehold improvements including shopfitting and associated
costs.
Depreciation
Depreciation is provided on all tangible non-current assets at rates
calculated to write off the cost, less estimated residual value based on
prices prevailing at the balance sheet date, of each asset on a straight-line
basis over its expected useful life, as follows:
Leasehold property - over the
expected lease term
Fixtures, fittings and equipment - 3 to 10 years
The carrying values of tangible non-current assets are reviewed for impairment
if events or changes in circumstances indicate the carrying value may not be
recoverable.
The asset's residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each financial year end.
Assets Under
Construction
Assets under construction comprise the cost of tangible fixed assets in
respect of stores that have not yet opened and therefore no depreciation has
yet been charged. Depreciation will be charged on the assets from the date
that they are available for use.
Impairment
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of
the asset's recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. In assessing value in use for right of use assets and
fair value less costs to sell for all other non-current assets, the estimated
future cash flows are discounted to their present value using a post-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Impairment losses of continuing
operations are recognised in the income statement under the expense category:
Depreciation, amortisation and
impairment.
An assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. If such an indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there
has been a change in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years. Such a reversal is recognised in the income
statement unless the asset is carried at a revalued amount, in which case the
reversal is treated as a revaluation increase. After such a reversal the
depreciation charge is adjusted in future periods to allocate the asset's
revised carrying amount, less any residual value, on a systematic basis over
its remaining useful life.
In the current reporting period, the Group refined its approach to the
identification of cash-generating units (CGUs) in the context of impairment
testing. While in prior periods all assets were tested at the country level,
in the current year right-of-use (ROU) assets are tested at the city cluster
level to reflect the specific cash inflows generated by individual stores. All
other assets, including goodwill, property, plant and equipment, and
intangibles, continue to be assessed at the country level. This updated
approach was implemented to enhance the transparency and accuracy of the
impairment
testing.
Financial
instruments
Financial instruments are measured initially at cost, which is the fair value
of whatever was paid or received to acquire or incur them.
Financial
assets
All of the Group's financial assets are held within a business model whose
objective is to collect contractual cash flows which are solely payments of
principals and interest and therefore classified as subsequently measured at
amortised cost.
Financial assets at amortised cost are included in current assets, except for
maturities greater than 12 months after the balance sheet date. These are
classified as non-current assets. The Group's financial assets at amortised
cost comprise trade and other receivables, loans to sub-franchisees and cash
and cash equivalents in the balance sheet. Loans to sub-franchisees are
provided below market interest rates. The difference between the present value
of loans recognised and the cash advanced has been capitalised as an
intangible asset in recognition of the future value that will be generated via
the royalty income and Commissary sales that will be generated. These assets
are amortised over the life of a new franchise agreement of 10
years.
The Group recognises an allowance for expected credit losses ('ECLs') for all
financial assets. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the original
effective interest rate.
Financial
liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit or loss or as financial liabilities measured at amortised
cost. Financial liabilities at amortised cost comprise trade and other
payables, loans and accruals.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method.
Borrowings
Borrowings are recognised initially at fair value net of directly attributable
transaction costs.
After initial recognition, interest-bearing borrowings are subsequently
measured at amortised cost using the EIR method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process. Amortised cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs
in the statement of profit or loss.
Cash and cash
equivalents
Cash and short-term deposits in the balance sheet comprise cash at banks and
in hand and short-term deposits with an original maturity of three months or
less. For the purpose of the consolidated and company cash flow statement,
cash and cash equivalents consist of cash and cash equivalents as defined
above.
Inventories
Inventories are stated at the lower of cost and net realisable value.
Inventories comprise food and packaging goods for resale. The Group applies a
first in first out basis of inventory
valuation.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation.
Foreign Currency
Translation
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.
The results and financial position of all the group entities (none of which
has the currency of a hyper-inflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
a) assets and liabilities for each balance sheet presented are translated at
the closing rate at the date of that balance sheet;
b) income and expenses for each income statement are translated at average
exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rate on the dates of the
transactions);
and
c) all resulting exchange differences are recognised within other
comprehensive income as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations are recognised in other comprehensive
income.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing
rate.
Employee share incentive
plans
The Group issues equity-settled share-based payments to certain employees
(including Directors). These payments are measured at fair value at the date
of grant by use of a Black-Scholes model. Vesting is dependent on performance
conditions other than conditions linked to the price of the shares of DP
Poland plc (market conditions). In valuing equity-settled transactions, no
account is taken of these performance conditions. This fair value cost of
equity-settled awards is recognised on a straight-line basis over the vesting
period, based on the Group's estimate of shares that will eventually vest. No
cost is recognised for awards that do not ultimately
vest.
Leases
The Group as a
lessee
At the balance sheet date, the Group leased 124 stores, three offices, three
commissaries and a number of vehicles. Leases for land and buildings are
normally for an initial term of 5 years with an option to renew thereafter.
Lease payments are subject to regular rent reviews to reflect market rates.
The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets (such as tablets and
personal computers). For these leases, the Group recognises the lease payments
as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
lessee uses its incremental borrowing
rate.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments), less any
lease incentives receivable;
• Variable lease payments that depend on an index or rate, initially
measured using the index or rate at the commencement date;
• The amount expected to be paid by the lessee under residual value
guarantees;
• The exercise price of purchase options, if the lessee is reasonably
certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term
reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the consolidated
balance sheet.
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 right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment
losses. Whenever the Group incurs an obligation for costs to dismantle and
remove a leased asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and conditions of the
lease, a provision is recognised and measured under IAS 37.
Right-of-use assets are depreciated over the shorter period of lease term and
useful life of the underlying asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease. The right-of-use assets are
presented as a separate line in the consolidated balance sheet. The Group
applies IAS 36 to determine whether a right-of-use asset is impaired and
accounts for any identified impairment loss as described in the 'Property,
Plant and Equipment' policy. Variable rents that do not depend on an index or
rate are not included in the measurement of the lease liability and the
right-of-use asset. The related payments are recognised as an expense in the
period in which the event or condition that triggers those payments occurs and
are included in operating expenses in profit or loss.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease
components, and instead account for any lease and associated non-lease
components as a single arrangement. The Group has not used this practical
expedient. For a contract that contain a lease component and one or more
additional lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis of the
relative stand-alone price of the lease component and the aggregate
stand-alone price of the non-lease components.
The Group as
lessor
The Group enters into lease agreements as an intermediate lessor with respect
to stores operated by sub-franchisees.
Leases for which the Group is a lessor are classified as finance or operating
leases. Whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee, the contract is classified as a
finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for the head lease and
the sublease as two separate contracts. The Group evaluates and classifies
these subleases as either operating leases or finance leases. Where the
sublease transfers substantially all of the risks and rewards arising from
right-of-use assets from the head lease, the right-of-use asset from head
lease is derecognised and a lease receivable equal to the net investment in
the sublease is recognised. Where the sublease does not transfer
substantially all of the risks and rewards arising from right-of-use asset
from the head lease, the sublease is classified as an operating lease and rent
received is recognised in the income statement on a straight-line basis over
the lease term. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and
recognised on a straight-line basis over the lease term.
Current
tax
Current tax is the amount of income tax payable on the taxable profit for the
period. Current tax assets and liabilities for the current and prior periods
are measured at the amounts expected to be recovered from or paid to the tax
authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the balance sheet
date.
Deferred
tax
Deferred tax is provided on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying
amounts with the exception of:
- Where the initial recognition of an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss.
- For taxable temporary differences associated with investments in
subsidiaries, associates and interest in joint ventures and where the timing
of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable
future.
Deferred tax liabilities are measured at the tax rates that are expected to
apply to the period when the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the balance sheet
date. Deferred tax balances are not discounted.
Capital
instruments
Ordinary shares are classified as equity instruments. Other instruments are
classified as liabilities if they contain an obligation to transfer economic
benefits and if not they are included in equity. The finance costs recognised
in the Income Statement in respect of capital instruments other than equity
shares are allocated to periods over the term of the instrument at a constant
rate on the carrying amount applying the effective interest
method.
Capital reserve - own
shares
DP Poland plc shares which are held within the Company's employee benefit
trust, for the purpose of providing share-based incentives to Group employees
are classified as shareholders' equity as 'Capital reserve - own shares' and
are recognised at cost. No gain or loss is recognised in the income statement
on the purchase or sale of such shares.
Revenue
recognition
The Group recognises revenue from the following major sources:
· Corporate store sales;
· Royalties, franchise fees and sales to franchisees; and
· Rental income on leasehold property.
Revenue is measured based on the consideration to which the Group expects to
be entitled in a contract with a customer and excludes amounts collected on
behalf of third parties. The Group recognises revenue when it transfers
control of a product or service to a customer. The criteria for recognising
revenues are set out in note
2.
Finance
income
Revenue is recognised as interest accrues applying the effective interest
method.
Going
concern
In forming their views, the Directors have prepared cash flow forecasts for a
12-month period following the date of signing the balance sheet and beyond. As
part of the preparation of these forecasts, the Directors have estimated the
likely outcome for the number of new stores opened. Before entering into a
contract to acquire a new site, the Directors ensure that the Group has
sufficient working capital available to allow the completion of the outlet. In
April 2024 the Group has raised gross proceeds of approximately £20.5 million
through the subscription by Domino's Pizza Group plc, the placing of shares
through an accelerated bookbuild process and the placing of retail offer. The
net proceeds of the fundraising receivable by the Group are being mainly used
to accelerate its growth strategy through the roll out of stores in Poland and
Croatia, acquisition of Pizzeria 105, upgrade of stores in Poland, and full
repayment of loan notes from Malaccan Holdings Ltd. Based on the above, the
Directors believe that the Group has adequate resources to continue operations
for the foreseeable
future.
Accounting estimates and
judgements
The preparation of financial statements in conformity with UK-adopted
international accounting standards requires the use of certain critical
accounting estimates and judgements. It also requires management to exercise
judgement in the process of applying the Company's accounting policies.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Judgements
Determining the lease term
Leases are negotiated on an individual basis and contain a wide range of terms
and conditions, such as early termination clauses and renewal rights.
Termination clauses and renewal rights are used to maximise operational
flexibility in terms of managing the assets used in the Group's operations. In
determining the lease term, management considers all facts and circumstances
that create an economic incentive to exercise a renewal right, or not exercise
a termination clause. An adjustment to the lease term is only made if the
lease is reasonably certain to be extended or not terminated, i.e. when there
is a significant event of change in circumstances as per para 20 of IFRS 16.
Estimation
uncertainties
Impairment
The Group's determination of whether non-current assets and investments in
subsidiary undertaking are impaired requires an estimation of the value in use
(for right of use assets) and the fair value less costs of disposal (for the
other non-current assets) of the cash generating units to which the relevant
asset or investment is allocated . This requires estimation of future cash
flows and the selection of a suitable discount rate. The recoverable amount of
the cash generating unit has been determined based on the value in use (for
right of use assets) and the fair value less costs of disposal (for the other
non-current assets) calculated using discounted future cash flows, which are
subject to significant estimates due to the growth phase of the business.
Future cash flows are based on the Group's business plan. The calculation of
the fair value is most sensitive to the following assumptions: store
performance; discount rates; store openings in Poland and Croatia; foreign
exchange rates.
The discount rate reflects management's estimate of the return on capital
employed for the investment in Poland and Croatia. The store openings are
based on the current business model being used by management, which is
progressing in line with expectations. The parent company's investment in
Polish subsidiaries, i.e., DP Polska S.A. and Dominium S.A., had a historical
cost of £39.7m. With effect from 29 July 2022, the Company became the legal
parent of All About Pizza d.o.o. The parent company's investment in Croatian
subsidiary had a historical cost of £ 2.4m. The Group has determined that no
impairment in the investment value should be recognised in the accounts of DP
Poland plc as at 2024 year-end. Sensitivity analysis has been performed to
highlight the impact of assumptions on Polish and Croatian CGU. A 100bps
increase in the discount rate reduces headroom to £1.4m for Polish and £3
for Croatian CGU. A 100bps decrease in the perpetual growth rate reduces
headroom to £2.5m for Polish and £3.1m for Croatian CGU
Amortised cost of sub-franchisee loan receivables
The Group's determination of the amortised cost of sub-franchisee loan
receivables at initial recognition requires the estimation of the initial fair
value of the below-market rate loans provided to the franchisees.
Recoverability of such loans is an ongoing estimation uncertainty and is
sensitive to changes in circumstances and of forecast economic conditions. The
Group's historical credit loss experience and forecast of economic conditions
may also not be representative of sub-franchisees' actual default in the
future.
Lease liability - estimating an incremental borrowing
rate
The Group cannot readily determine the interest rate implicit in the lease,
therefore, it uses its incremental borrowing rate (IBR) to measure lease
liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a
similar economic environment. The IBR therefore reflects what the Group 'would
have to pay', which requires estimation when no observable rates are
available or when they need to be adjusted to reflect the terms and conditions
of the lease. The Group estimates the IBR using observable inputs (such as
market risk-free rates and country risk premium) and adds entity-specific
premiums.
2.
REVENUE
Revenue is measured based on the consideration to which the Group expects to
be entitled in a contract with a customer and excludes amounts collected on
behalf of third parties. All of the revenue is derived in Poland and Croatia.
Corporate store sales: Contracts with customers for the sale of products to
end consumers include one performance obligation. The Group has concluded that
revenue from the sale of products should be recognised at a point in time when
control of the goods is transferred to the consumer, which is the point of
delivery or collection.
Sales of materials and services to sub-franchisees: Contracts with franchisees
for the sale of products include one performance obligation, being the
delivery of products to the end franchisee. The Group has concluded that
revenue from the sale of products should be recognised at a point in time when
control of the goods are transferred to the franchisee, generally on delivery.
Revenue is recognised at the invoiced price less any estimated rebates.
Royalties received from sub-franchisees: The performance obligation relating
to royalties is the use of the Domino's brand. This represents a sales-based
royalty with revenue recognised at the point where the franchisee makes a sale
to an end consumer.
Rental income on leasehold property: Rental income arising from leasehold
properties where the lease is an operating lease is recognised on a
straight-line basis in accordance with the lease terms. Rental payments are
recognised over the period to which they relate. Under IFRS 16 'leases' rents
received under finance leases are treated as capital repayments and interest
receipts and are excluded from revenues.
Core revenues are ongoing revenues including sales to the public from
corporate stores, sales of materials and services to sub-franchisees,
royalties received from sub-franchisees and rents received from
sub-franchisees. Other revenues are non-recurring transactions such as the
sale of stores, fittings and equipment to
sub-franchisees.
Revenue is further analysed as follows:
2024 2023
£ £
Corporate store sales 50,662,418 43,132,392
Royalties received from sub-franchisees 428,438 255,376
Sales of materials and services to sub franchises 1,570,846 1,009,090
Rental income on leasehold property 325,029 226,125
Fixtures and equipment sales to sub-franchisees 656,811 -
53,643,542 44,622,983
Revenue by country:
2024 2023
£ £
Poland 50,534,248 42,342,887
Croatia 3,109,294 2,280,096
53,643,542 44,622,983
3. SEGMENTAL
REPORTING
The Board monitors the performance of the corporate stores and the commissary
operations separately and therefore those are considered to be the Group's two
operating segments. Corporate store sales comprise sales to the public.
Corporate store sales include sales of Poland and Croatia cash generating
units, which are presented in Note 2 above. Commissary operations comprise
sales to sub-franchisees of food, services and fixtures and equipment.
Commissary operations also include the receipt of royalty income, rental
income on leasehold property from sub-franchisees and sale of stores (there
are 5 stores sold to sub-franchisees in 2024 in Poland). The Board monitors
the performance of the two segments based on their contribution towards Group
EBITDA - excluding non-cash items, non-recurring and non-operating items and
store pre-opening expenses. In accordance with IFRS 8, the segmental analysis
presented reflects the information used by the Board. No separate balance
sheets are prepared for the two operating segments and therefore no analysis
of segment assets and liabilities is presented.
Operating Segment contribution
2024 2024 2024 2023 2023 2023
Restated
£ £ £ £ £ £
Corporate stores Commissary Group Corporate stores Commissary Group
Revenues from external customers 50,662,418 2,981,124 53,643,542 43,132,392 1,490,591 44,622,983
Cost of goods sold (14,715,705) (1,599,143) (16,314,848) (12,337,750) (1,093,756) (13,431,506)
Gross profit 35,946,713 1,381,981 37,328,694 30,794,642 396,835 31,191,477
Unallocated expenses (32,494,587) (27,679,686)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, 4,834,107 3,511,791
non-operating items, share based payments and store pre-opening expenses
Store pre-opening expenses (159,995) (64,018)
Other non-cash, non-recurring and non-operating items (343,455) (122,647)
Depreciation and amortisation (4,658,955) (5,283,521)
Impairment of non-current assets (616,386) (2,342,331)
Reversal of impairment 953,367 -
Share based payments (386,264) (323,602)
Foreign exchange gains 227,011 585,962
Finance income 482,952 205,683
Finance costs (883,512) (1,106,193)
Loss before taxation (551,130) (4,938,876)
Operating Segment contribution - Poland CGU
2024 2024 2024 2023 2023 2023
Restated
£ £ £ £ £ £
Corporate stores Commissary Poland Corporate stores Commissary Poland
Revenues from external customers 47,553,124 2,981,124 50,534,248 40,852,296 1,490,591 42,342,887
Cost of goods sold (13,835,685) (1,599,143) (15,434,828) (11,620,469) (1,093,756) (12,714,225)
Gross profit 33,717,439 1,381,981 35,099,420 29,231,827 396,835 29,628,662
Unallocated expenses (30,306,627) (26,007,372)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, 4,792,793 3,621,290
non-operating items, share based payments
and store pre-opening expenses
Store pre-opening expenses (156,933) (21,467)
Other non-cash, non-recurring and non-operating items (195,770) (113,387)
Depreciation and amortisation (4,267,602) (4,984,957)
Impairment of non-current assets (616,386) (2,342,331)
Reversal of impairment 953,367 -
Share based payments (386,264) (323,602)
Foreign exchange gains 230,068 592,820
Finance income 482,946 205,682
Finance costs (783,520) (1,060,049)
Loss before taxation 52,699 (4,426,001)
Operating Segment contribution - Croatia CGU
2024 2024 2024 2023 2023 2023
£ £ £ £ £ £
Corporate stores Commissary Croatia Corporate stores Commissary Croatia
Revenues from external customers 3,109,294 - 3,109,294 2,280,096 - 2,280,096
Cost of goods sold (880,020) - (880,020) (717,281) - (717,281)
Gross profit 2,229,274 - 2,229,274 1,562,815 - 1,562,815
Unallocated expenses (2,187,960) (1,672,314)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, 41,314 (109,499)
non-operating items and store pre-opening expenses
Store pre-opening expenses (3,062) (42,551)
Other non-cash, non-recurring and non-operating items (147,685) (9,260)
Depreciation and amortisation (391,353) (298,564)
Share based payments - -
Foreign exchange gains (3,057) (6,858)
Finance income 6 1
Finance costs (99,992) (46,144)
Loss before taxation (603,829) (512,875)
The Group does not have reliance on any major
customers.
4. LOSS BEFORE TAXATION
This is stated after charging
2024 2023
Restated
£ £
Auditors and their associates' remuneration 184,617 165,496
Directors' emoluments 389,551 340,559
Amortisation of intangible fixed assets 668,012 832,009
Depreciation of property, plant and equipment and right-of-use assets 3,990,943 4,451,512
Impairment of non-current assets 616,386 2,342,331
Reversal of impairment (953,367) -
5. OTHER NON-CASH, NON-RECURRING AND NON-OPERATING ITEMS
2024 2023
Restated
£ £
VAT refund 660,391 174,989
Costs incurred for non-operating stores (180,953) -
Written down balances with counterparties (193,514) (115,968)
Dismantling provision (111,590) (120,706)
Investments advisors and other expenses (379,783) (42,453)
Sub-franchisee loan write-off (67,876) -
Other non-cash, non-recurring and non-operating items (70,130) (18,509)
(343,455) (122,647)
Other non-cash, non-recurring and non-operating items
Other non-cash, non-recurring and non-operating items include items, which are
not sufficiently large to be classified as exceptional, but in the opinion of
the Directors, are not part of the underlying trading performance of the
Group.
6. STAFF COSTS
Details of directors' remuneration, which is included in the amounts below,
are given in the remuneration report.
2024 2023
£ £
Zero hours contract in stores 14,835,087 12,292,407
Wages and salaries and directors' fees 4,747,654 3,610,122
Social security costs 1,546,746 1,184,457
Share based payments 386,264 323,602
21,515,751 17,410,588
The average monthly number of employees during the year was as follows:
2024 2023
Number Number
Zero hours contract 2,194 2,136
Operational 153 130
Administration 64 47
Total 2,411 2,313
7. FINANCE INCOME
2024 2023
£ £
VAT refund - interests 315,551 181,792
Unwinding of discount on loans to sub-franchisees 8,232 8,899
Finance income on sublease loans 48,302 14,402
Bank interest 110,867 590
482,952 205,683
8. FINANCE COST
2024 2023
Restated
£ £
Interest expense on lease liabilities 574,127 594,787
Other interest 309,385 511,406
883,512 1,106,193
Other interest mainly comprises interest paid according to loan note issued to
Malaccan Holdings Ltd.
9. TAXATION
2024 2023
£ £
Current tax - -
Deferred tax (credit)/charge relating to recognition of deferred tax liability (39,042) 43,155
Total tax (credit)/charge in income statement (39,042) 43,155
2024 2023
Restated
£ £
Loss before tax (551,130) (4,938,876)
Tax credit calculated at applicable rate of 19% (104,715) (938,386)
Income not subject to tax (2,674,914) (3,724,190)
Expenses not deductible for tax purposes 6,860,913 7,294,084
Tax losses for which no deferred income tax asset was recognised (4,120,326) (2,588,353)
Total tax (credit)/charge in income statement (39,042) 43,155
10. LOSS ATTRIBUTABLE TO MEMBERS OF PARENT COMPANY
Loss relating to transactions in the financial statements of the parent
company was £766,695 (2023: £324,525).
11. LOSS PER SHARE
The loss per ordinary share has been calculated as follows:
2024 2024 2023 2023
£ £
Restated
Weighted average number of shares Profit / (loss) after tax Weighted average number of shares Profit / (loss) after tax
Basic 857,136,184 (512,088) 710,680,973 (4,982,031)
Diluted 857,136,184 (512,088) 710,680,973 (4,982,031)
The weighted average number of shares for the year excludes those shares in
the Company held by the employee benefit trust. At 31st December 2024 the
basic and diluted loss per share is the same, as the vesting of JOSS, SIP or
share option awards would reduce the loss per share and is, therefore,
anti-dilutive.
12. GOODWILL
Cost Group
Restated
£
At 1 January 2023 12,392,291
Foreign exchange movements (5,148)
At 31 December 2023 12,387,143
Foreign exchange movements (12,877)
At 31 December 2024 12,374,266
Carrying amount Group
£
At 31 December 2024 12,374,266
The goodwill recognised by the accounting acquirer is equal to the
consideration (as determined under IFRS 3) which was paid by the accounting
acquirer less the fair value of the assets and liabilities acquired with the
accounting acquiree. The goodwill recognised is allocated to Polish entities
and Croatia entity cash generating unit and is made up by the expected
synergies of the enlarged business and management expertise brought by new
Chief Executive Officer and Non-Executive Director to DP Poland PLC's
business.
In accordance with IAS 36 the Group has performed impairment review of
goodwill at the reporting period end. The impairment test has been undertaken
by assessment of the recoverable amount of the CGU to which the goodwill has
been allocated, against the carrying value of this CGU. The review included
discounted cash flow projections to determine the recoverability of goodwill
and the intangible assets. We compared the carrying amount of the assets,
inclusive of assigned goodwill, to its respective fair value less costs of
disposal. Significant assumptions inherent in the valuation methodologies for
goodwill are employed and include, but are not limited to, prospective
financial information, growth rates, terminal value and discount rates.
Prospective sales and costs forecasts are made for the following five years
(i.e., FY25-FY29) and are based on market-available data with regard to
country GDP growth rates, inflation, price trends of main cost items, as well
as on historical level of sales volumes and incurred costs as a percentage of
sales, taking into account implemented High Volume Mentality, digital platform
development and increased focus on operations excellence. The discount rate is
reviewed annually to take into account the current market assessment of the
time value of money and the risks specific to the CGU and rates used by
comparable companies. The discount rate for Poland CGU used to calculate fair
value is 12.1%. The discount rate for Croatia CGU used to calculate fair value
is 14.1%. Costs are reviewed for inflation and other cost pressures. The
long-term growth rate used was 2.5% for Poland CGU and 2.0% for Croatia CGU.
Based on this quantitative test, we determined that the fair value of assets
including goodwill exceeded its carrying amount. After completing our annual
impairment reviews, we concluded that goodwill was not
impaired.
The recoverable amount is not deemed to be sensitive to a decrease in growth
rate and an increase in discount rate. Decreasing growth rate by 1% and
increasing discount rate by 1% would still leave headroom between the carrying
value of the goodwill and the recoverable
amount.
13. INTANGIBLE ASSETS
Franchise fees Capitalised
and intellectual Software loan Total
property rights discount
Restated Restated Restated Restated
Group £ £ £ £
Cost:
At 1 January 2023 7,530,584 1,568,364 147,929 9,246,877
Foreign exchange movements 214,810 60,333 7,999 283,142
Additions 112,753 93,817 - 206,570
Disposals - (3,448) - (3,448)
At 1 January 2024 7,858,147 1,719,066 155,928 9,733,141
Foreign exchange movements (256,076) (62,287) (4,938) (323,301)
Additions 84,633 170,327 - 254,960
Disposals (245,288) (39,853) - (285,141)
At 31 December 2024 7,441,416 1,787,253 150,990 9,379,659
Impairment:
At 1 January 2023 - - - -
Foreign exchange movements 907 - - 907
Additions 21,645 - - 21,645
Reversal - - - -
At 1 January 2024 22,552 - - 22,552
Foreign exchange movements (730) - - (730)
Additions 924 - - 924
Reversal - - - -
At 31 December 2024 22,746 - - 22,746
Amortisation
At 1 January 2023 4,307,953 926,821 101,915 5,336,689
Foreign exchange movements 247,710 50,876 5,708 304,294
Amortisation charged for the year 598,311 228,991 4,707 832,009
Disposals - (3,197) - (3,197)
At 1 January 2024 5,153,974 1,203,491 112,330 6,469,795
Foreign exchange movements (165,701) (44,904) (3,805) (214,410)
Amortisation charged for the year 426,955 226,562 14,495 668,012
Disposals (67,033) (29,697) - (96,730)
At 31 December 2024 5,348,195 1,355,452 123,020 6,826,667
Net book value:
At 31 December 2024 2,070,475 431,801 27,970 2,530,246
At 1 January 2024 2,681,621 515,575 43,598 3,240,794
Franchise fees consisting of the cost of purchasing the Master Franchise
Agreement (MFA) from Domino's Pizza Overseas Franchising B.V. have been
capitalised in 2021 as a result of reverse acquisition and are written off
over the term of the MFA. As at 31.12.2024 net book value of MFA amounted to
£416,533 with remaining amortization period of 11 years. Master Franchise
Agreement between AAP and Domino's Pizza International Franchising Inc. have
been capitalized in 2022 and is measured at cost less any accumulated
impairment losses. As there is no foreseeable limit to the period over which
Master Franchise Agreement is expected to generate net cash inflows for the
entity, the Group identified Master Franchise Agreement to have an indefinite
useful life. MFA is allocated to AAP cash generating unit. Net book value of
AAP MFA amounted to £1,371,183 as at 31.12.2024. The difference between the
present value of loans to sub-franchisees recognised and the cash advanced has
been capitalised as an intangible asset and are amortised over the life of
sub-franchise agreements of 10 years. The Group has performed an annual
impairment test and the recoverable amount of Polish and Croatian cash
generating units have been determined based on fair value calculated using
discounted future cash flows based on the business plan, and incorporating the
Directors' estimated discount rate (12.1% for Polish CGU and 14.1% for AAP
CGU), future store openings and the average Polish Zloty and Euro exchange
rate for the year ended 31 December 2024. The fair value calculation indicates
that no impairment is required. As at 31 December 2024, no reasonably
anticipated change in the assumptions would give rise to a material impairment
charge.
Sensitivity analysis has been performed to highlight the impact of assumptions
on Polish CGU:
- a 100bps increase in the discount rate reduces
headroom to £8.2m,
- a 100bps decrease in the perpetual growth rate
reduces headroom to £9.3m,
- a 100bps increase in the discount rate and a
1000bps decrease in the perpetual growth rate reduces headroom to £5.8m.
Sensitivity analysis has been performed to highlight the impact of assumptions
on AAP CGU:
- a 100bps increase in the discount rate reduces
headroom to £2.0m,
- a 100bps decrease in the perpetual growth rate
reduces headroom to £2.2m,
- a 100bps increase in the discount rate and a
1000bps decrease in the perpetual growth rate reduces headroom to
£1.6m.
14. PROPERTY, PLANT AND EQUIPMENT
Fixtures Assets
Leasehold fittings and under
property equipment construction Total
Restated Restated Restated Restated
Group £ £ £ £
Cost:
At 1 January 2023 10,908,860 8,278,963 297,109 19,484,932
Foreign exchange movements 627,503 412,681 12,470 1,052,654
Additions 637,646 940,812 428,233 2,006,691
Disposals (472) (210,714) (410,290) (621,476)
Transfers - - - -
At 1 January 2024 12,173,537 9,421,742 327,522 21,922,801
Foreign exchange movements (397,039) (338,979) (16,028) (752,046)
Additions 1,878,851 1,156,081 1,740,887 4,775,819
Disposals (1,945,524) (650,605) - (2,596,129)
Transfers 65,864 1,379,303 (1,445,167) -
At 31 December 2024 11,775,689 10,967,542 607,214 23,350,445
Impairment:
At 1 January 2023 109,513 - - 109,513
Foreign exchange movements 27,163 - - 27,163
Additions 506,654 - - 506,654
Reversal - -
At 1 January 2024 643,330 - - 643,330
Foreign exchange movements (25,420) - - (25,420)
Additions 544,139 - - 544,139
Reversal (249,017) - - (249,017)
At 31 December 2024 913,032 - - 913,032
Depreciation:
At 1 January 2023 6,652,069 6,078,049 - 12,730,118
Foreign exchange movements 389,140 333,767 - 722,907
Depreciation charged for the year 862,264 625,572 - 1,487,836
Disposals (411) (158,676) - (159,087)
At 1 January 2024 7,903,062 6,878,712 - 14,781,774
Foreign exchange movements (227,168) (163,070) - (390,238)
Depreciation charged for the year 762,337 853,351 - 1,615,688
Disposals (1,692,903) (453,073) - (2,145,976)
At 31 December 2024 6,745,328 7,115,920 - 13,861,248
Net book value:
At 31 December 2024 4,117,330 3,851,623 607,214 8,576,167
At 31 December 2023 3,627,145 2,543,030 327,522 6,497,697
15. NON CURRENT ASSET INVESTMENTS
Group Company
£ £
Investments in Group undertakings
At 1 January 2023 - 32,966,376
Investment in subsidiary company - Dominium S.A. - 397,850
Investment in subsidiary company - DP Polska S.A. (partial return of shares - (350,000)
subscribed)
Investment in subsidiary company - capital contribution - 267,417
At 31 December 2023 - 33,281,643
Investment in subsidiary company - Dominium S.A. - 32,367
Investment in subsidiary company - DP Polska S.A.* - 8,500,000
Investment in subsidiary company - capital contribution - 285,113
At 31 December 2024 - 42,099,123
* A £8.5m investment was committed to the acquisition of Pizzeria 105 and the
network expansion through new store openings.
Investments in Group undertakings are recorded at cost, which is the fair
value of the consideration paid.
The parent company's investment in Polish subsidiaries, i.e., DP Polska S.A.
and Dominium S.A., have a historical cost of £39.7m and investment in
Croatian subsidiary, i.e., All About Pizza d.o.o., has a historical cost of
£2.4m. The Group has performed an impairment review of Polish and Croatian
cash-generating units based on fair value less costs to sell estimates. The
impairment review concluded that the carrying value in Group undertakings were
not impaired.
The Company holds 20% or more of the share capital of the following companies,
which are included in the consolidation:
Company Nature of business Location Class % holding
DP Polska S.A. Operation of Pizza delivery restaurants Poland Ordinary 100
Dominium S.A. Operation of Pizza delivery restaurants Poland Ordinary 100
All About Pizza d.o.o. Operation of Pizza delivery restaurants Croatia Ordinary 100
The registered office of DP Polska S.A. and Dominium S.A. is: 30 Dabrowiecka
Street, 03-932 Warsaw, Poland.
The registered office of All About Pizza d.o.o. is: 1 Kneza Mislava Street,
Zagreb,
Croatia.
The acquisition of Dominium S.A. was completed on 8th January 2021. The
acquisition of All About Pizza d.o.o. was completed on 29th July 2022.
16. LOANS GRANTED TO SUBSIDIARY UNDERTAKINGS
The Company has provided £165k loan to AAP in August 2022 following the
acquisition and 3 loans in 2024 for the total amount of £250k. The loans are
repayable by 31.12.2025, are unsecured with an interest rate of EURIBOR (one
year) plus a margin of 1% and have been discounted to a market rate of 4.46%
in accordance with IFRS
9.
17. DEFERRED TAX
The Group has unused tax losses of £14,277,903 available for offset against
future profits. Polish tax losses are only recognised for deferred tax
purposes to the extent that they are expected to be used to reduce tax payable
of future profits. Under Polish law, losses can only be carried forward for
five years and only 50% of the losses brought forward can be set off in any
one year. Polish tax losses expire as follows: £7,670,732 in 2025;
£5,058,620 in 2026. AAP tax losses carried forward at the balance sheet date
were £1,548,551. Under Croatian law, losses can only be carried forward for
five years.
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Deferred tax liability
PPE and Intangible assets (530,729) (580,171) - -
Interest on loans - (7,415)
Accruals (123) (417)
(530,852) (588,003) - -
Movements in deferred tax
PPE and Intangible assets Interest on loans Accruals
Total
£ £ £ £
At 31 December 2023 (580,171) (7,415) (417) (588,003)
Credited to equity 17,990 110 9 18,109
Credited to profit and loss 31,452 7,305 285 39,042
At 31 December 2024 (530,729) - (123) (530,852)
18. TRADE AND OTHER
RECEIVABLES
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Current
Trade receivables 1,561,331 1,128,126 - -
Trade receivables from subsidiaries - - 75,000 -
Other receivables 1,616,031 2,405,423 17,619 15,769
Prepayments and accrued income 346,837 342,883 52,862 52,862
3,524,199 3,876,432 145,481 68,631
Non-current
Other receivables 896,698 422,064 - -
At 31 December 4,420,897 4,298,496 145,481 68,631
Other non-current receivables include loans to sub-franchisees which are
repayable over between three and eight years. Other current receivables
include loans to sub-franchisees repayable over less than one year. Repayments
may be made earlier in the event that sub-franchised stores achieve certain
turnover targets earlier than expected. The loans are secured by a charge over
certain assets of the sub-franchisees. Other current receivables also include
Polish and Croatian value added tax recoverable in future periods. No
receivables are materially past due date. Other than amounts held by the
Company, all trade and other receivables are in Polish Zloty and EUR. Trade
receivables are non - interest bearing and are generally on 0 - 30 days terms.
19. INVENTORIES
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Raw materials and consumables 1,205,586 1,034,187 - -
At 31 December 1,205,586 1,034,187 - -
20. LEASES
Right of Use Assets
Leasehold
property Total
Restated Restated
Cost: £ £
At 1 January 2023 17,225,473 17,225,473
Foreign exchange movements 1,044,007 1,044,007
Additions 1,164,511 1,164,511
Disposals (414,957) (414,957)
Other changes* 2,824,340 2,824,340
At 1 January 2024 21,843,374 21,843,374
Foreign exchange movements (727,269) (727,269)
Additions 1,622,263 1,622,263
Disposals (1,335,920) (1,335,920)
Other changes* 1,061,336 1,061,336
At 31 December 2024 22,463,784 22,463,784
Impairment:
At 1 January 2023 612,661 612,661
Foreign exchange movements 109,174 109,174
Additions 1,814,032 1,814,032
Reversal - -
At 1 January 2024 2,535,867 2,535,867
Foreign exchange movements (69,482) (69,482)
Additions 71,323 71,323
Reversal (704,350) (704,350)
At 31 December 2024 1,833,358 1,833,358
Accumulated depreciation
At 1 January 2023 9,492,650 9,492,650
Foreign exchange movements 630,908 630,908
Depreciation charged for the year 2,963,676 2,963,676
Disposals - -
At 1 January 2024 13,087,234 13,087,234
Foreign exchange movements (434,218) (434,218)
Depreciation charged for the year 2,375,255 2,375,255
Disposals (1,372,435) (1,372,435)
At 31 December 2024 13,655,836 13,655,836
Carrying amount
At 31 December 2024 6,974,590 6,974,590
At 1 January 2024 6,220,273 6,220,273
* Other changes include change of cost due to updates in lease payments and
discount rates
At the Balance sheet date, the Group leased 124 stores, three offices and
three commissaries. Leases generally have an initial term of 5 years, with an
option to extend for an additional period of between 5 and 10 years. The
adjustment to right-of-use asset lease term represents the right of use assets
write-off due to potential store closures in 2025. Please also refer to note
5.
2024 2023
Restated
Amounts recognised in profit and loss £ £
Depreciation expense on right-of-use assets 2,375,255 2,963,676
Interest expense on lease liabilities 574,127 594,787
2024 2023
£ £
The total cash outflow for leases amounted to 3,693,529 1,795,817
£331,608 has been recognised in the Income Statement in 2024 (2023:
£262,056) for short-term and low value lease assets.
GROUP AS A
LESSOR
The Group enters into lease agreements as an intermediate lessor with respect
to stores operated by sub-franchisees. These leases have terms of between 1
and 5 years with a 5-year extension option, but no longer than the term of the
main lease agreement. The lessee does not have an option to purchase the
property at the expiry of the lease period. Rental income recognised by the
Group during the year is £325,029 (2023: £226,125).
Future minimum rentals receivable under non-cancellable operating leases as at
31 December are, as follows:
2024 2023
Maturity analysis £ £
Within one year 217,788 118,510
1 - 2 years 135,891 118,510
2 - 3 years 91,486 66,554
3 - 4 years 37,081 15,183
4 - 5 years - 6,482
At 31 December 482,246 325,239
21. LEASE LIABILITIES
2024 2023
Restated
£ £
Total lease liabilities 8,318,411 9,489,152
Analysed as:
Non-current 5,124,169 5,987,966
Current 3,194,242 3,501,186
2024 2023
Restated
Maturity analysis £ £
Within one year 3,318,382 3,541,553
1 - 2 years 2,352,711 2,901,202
2 - 3 years 1,534,047 1,965,247
3 - 5 years 1,587,711 1,616,568
Onwards 504,891 801,302
For the year ended 31 December 2024, the average effective borrowing rate was
6.6 percent. Interest rates are fixed at the contract date. All leases are on
a fixed repayment basis and no arrangements have been entered into for
contingent rental payments. All lease obligations are denominated in Polish
Zloty or Euros.
The fair value of the Group's lease obligations as at 31 December 2024 is
estimated to be £8,318,411 using 6.6% discount rate. This is based on the
rate for Polish Government bonds with a similar maturity to the lease terms
and adding a credit margin that reflects the secured nature of the lease
obligation.
The Group's obligations under leases are secured by the lessors' rights over
the leased assets.
22. EQUITY
"Called up share capital" represents the nominal value of equity shares
issued. An increase in share capital in 2024 is due additional subscription
made in April 2024.
"Share premium account" represents the premium paid on the Company's 0.5p
Ordinary shares. Please refer to Note 28 for details.
"Capital reserve - own shares" represents the cost of shares repurchased and
held in the employee benefit trust (EBT).
"Retained earnings" represents retained losses of the Group.
"Merger relief reserve" represents the excess of the value of the
consideration shares issued to the shareholders upon the reverse takeover and
acquisition of All About Pizza d.o.o. over the fair value of the assets
acquired.
"Reverse Takeover reserve" represents the accounting adjustments required to
reflect the reverse takeover upon consolidation.
"Currency translation reserve" represents exchange differences arising from
the translation of the financial statements of the Group's foreign
subsidiaries.
23. CASH AND CASH EQUIVALENTS
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Cash at bank and in hand 11,327,551 1,888,465 3,642,362 134,185
At 31 December 11,327,551 1,888,465 3,642,362 134,185
24. TRADE AND OTHER PAYABLES
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Current
Trade payables 3,933,542 3,567,409 25,740 15,260
Other payables 630,899 543,317 - -
Accrued expenses and provisions 2,609,123 2,544,865 127,000 84,920
At 31 December 7,173,564 6,655,591 152,740 100,180
Dismantling provision for the stores to be closed in 2025 amounting to
£109,682 is included within Accrued expenses and provisions as 31 December
2024.
1st January 2024 Provisions made in the period Amounts used Foreign exchange movements 31st December 2024
£ £ £ £ £
Dismantling provision 125,766 111,590 (123,902) (3,772) 109,682
25. BORROWINGS
Group Group Company Company
2024 2023 2024 2023
£ £ £ £
Non current interest bearing loans and borrowings
Borrowing - 7,065,605 - 7,040,576
At 31 December - 7,065,605 - 7,040,576
In April and December 2024, the Group made full repayments of £7.1 million of
the outstanding Loan Notes from Malaccan Holdings Ltd.
26. ANALYSIS OF MOVEMENTS IN NET FUNDS
1 January Cash Non Foreign 31 December
2023 flows cash exchange 2023
movements Movements
Restated Restated Restated Restated
£ £ £ £ £
Cash and cash equivalents 3,728,177 (1,818,981) - (20,731) 1,888,465
Borrowings (6,763,297) - (460,554) 158,246 (7,065,605)
Lease liabilities (current and non-current) (8,522,715) 1,795,817 (2,985,210) 222,956 (9,489,152)
Net debt (11,557,835) (23,164) (3,445,764) 360,471 (14,666,292)
1 January Cash Non Foreign 31 December
2024 Flows cash exchange 2024
movements movements
Restated
£ £ £ £ £
Cash and cash equivalents 1,888,465 9,439,088 - (2) 11,327,551
Borrowings (7,065,605) 7,130,798 (222,048) 156,855 -
Lease liabilities (current and non-current) (9,489,152) 3,693,529 (2,568,059) 45,271 (8,318,411)
Net debt (14,666,292) 20,263,415 (2,790,107) 202,124 3,009,140
Non-cash movements mainly relate to interests accrued on loans and changes in
lease agreements periods and other terms.
27. FINANCIAL INSTRUMENTS
Categories of financial instruments
2024 2024 2023 2023
Financial assets at amortised cost Financial liabilities at amortised cost Financial assets at amortised cost Financial liabilities at amortised cost
Restated
£ £ £ £
GROUP
Financial Assets
Cash and cash equivalents 11,327,551 - 1,888,465 -
Trade receivables 1,561,331 - 1,128,126 -
Other receivables - current 1,616,031 - 2,405,423 -
Other receivables - non current 896,698 - 422,064 -
Total 15,401,611 - 5,844,078 -
Financial Liabilities
Trade payables - (3,933,542) - (3,567,409)
Borrowing - - - (7,065,605)
Other liabilities - current - (630,899) - (543,317)
Lease liabilities - current - (3,194,242) - (3,501,186)
Lease liabilities - non current - (5,124,169) - (5,987,966)
Accruals - current - (2,609,123) - (2,544,865)
Total - (15,491,975) - (23,210,348)
Net (90,364) (17,366,270)
2024 2024 2023 2023
Financial assets at amortised cost Financial liabilities at amortised cost Financial assets at amortised cost Financial liabilities at amortised cost
£ £ £ £
COMPANY
Financial Assets
Cash at bank 3,642,362 - 134,185 -
Trade receivables - - - -
Other receivables 145,481 - 68,631 -
Total 3,787,843 - 202,816 -
Financial Liabilities
Trade payables - - - (15,260)
Other payables (25,740) -
Accruals - (127,000) - (84,920)
Borrowings - - - (7,040,576)
Total - (152,740) - (7,140,756)
Net 3,635,103 (6,937,940)
The fair value of the Group's financial assets and liabilities is not
considered to be materially different from the carrying amount as set out
above. No financial assets are significantly past due or impaired.
Maturity of the Group's financial liabilities
2024 2024 2024 2024 2023 2023 2023 2023
Lease liabilities Trade and other payables Borrow-ings Total Lease liabilities Trade and other payables Borrow-ings Total
Restated Restated
£ £ £ £ £ £ £ £
Due within one year 3,318,382 7,173,564 - 10,491,946 3,643,046 6,655,591 7,102,393 17,401,030
Due within two to five years 5,474,469 - - 5,474,469 6,621,071 - 6,621,071
Due after five years 504,891 - - 504,891 801,302 - - 801,302
9,297,742 7,173,564 - 16,471,306 11,065,419 6,655,591 7,102,393 24,823,403
Capital Risk Management
The Company and the Group aim to manage its overall capital so as to ensure
that companies within the Group continue to operate as going concerns, whilst
maintaining an optimal capital structure to reduce the cost of
capital.
The Company's and the Group's capital structure represent the equity
attributable to shareholders of the company together with borrowings and cash
and cash equivalents.
Market risk
Market risk is the risk that arises from movements in stock prices, interest
rates, exchange rates, and commodity prices. Market risk for the 31 December
2024 year end is reflected within the currency risk and interest rate risk
which are discussed further
below.
Currency Risk
The foreign currency risk stems from the Company and the Group's foreign
subsidiary which trades in Poland and Croatia and whose revenues and expenses
are mainly denominated in local currencies. Additionally, some Company and
Group transactions are also denominated in US Dollar. The Company and the
Group are therefore subject to foreign currency risk due to exchange rate
movements that will affect the Company and the Group's operating activities
and the Company and the Group's net investment in its foreign subsidiaries. In
each case where revenues of the Group are in a foreign currency, there is a
material match between the currency of each operating company's revenue
stream, primary assets, debt and debt servicing (if applicable). The Group
does not currently use derivatives to hedge balance sheet and income statement
translation exposures arising on the consolidation of overseas subsidiaries.
The carrying amount in Sterling of the Group's foreign currency denominated
monetary assets and liabilities at the reporting dates areas follows:
2024 2023
Assets £ £
Polish Zlotys 11,318,675 5,010,961
Euro 718,531 727,248
Sterling 3,711,242 449,113
US dollar - 384
Liabilities
Polish Zlotys 14,022,977 14,371,684
Euro 1,321,674 8,049,241
Sterling 147,324 94,764
US dollar - 112,673
Sensitivity analysis
The potential impact on Group net loss and equity reserves from a 20%
weakening of the Polish Zloty, Euro and US dollar against sterling affecting
the reported value of financial assets and liabilities would be an increased
net loss and reduction in Group reserves of
£661,489.
2024 2023
£ £
20% weakening of Polish Zloty (540,860) (1,872,294)
20% weakening of Euro (120,629) (1,464,399)
20% weakening of US dollar - (22,458)
(661,489) (3,359,151)
A depreciation of 20% has been selected for the analysis as an illustration on
the basis that it is a reasonable estimate of a likely market fluctuation.
An appreciation of 20% against Sterling would produce an equal and opposite
effect.
Interest Rate Risk
The Company and the Group do not possess any financial instruments with
floating interest rates in 2024, hence interest rate risk is not applicable to
the Group.
Credit Risk
Exposure to credit risk is limited to the carrying amount of financial assets
recognised at the balance sheet date, namely cash and cash equivalents, trade
and other receivables and loans to sub franchisees.
The Company and the Group manage its exposure to this risk by applying
Board-approved limits to the amount of credit exposure to any one counterparty
and employs minimum credit worthiness criteria as to the choice of
counterparty, thereby ensuring that there are no significant concentrations of
credit risk.
All sub-franchisees who are provided with loans from the Group have been
through the franchisee selection process, which is considered to be
sufficiently robust to ensure an appropriate credit verification procedure.
The credit risk for liquid funds and other short-term financial assets is
considered negligible, since the counterparties are reputable banks with high
quality external credit ratings.
Impairment of financial assets
The Group recognises an allowance for expected credit losses ('ECLs') for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual terms. ECLs
are recognised in two stages. For credit exposures, for which there has not
been a significant increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are possible
within the next 12-months (a 12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the default (a
lifetime ECL). For trade receivables the Group applies a simplified approach
to calculating ECLs and recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision procedure that is
based on the percentage cost if insuring its receivables against loss from
default. Historic credit loss experience, adjusted for forward-looking factors
specific to the debtors, the economic environment and relevant security and
guarantees from sub-franchisees are also taken into account. The Group
considers that there has been a significant increase in credit risk when
contractual payments are more than 30 days past due. The Group considers a
financial asset in default when contractual payments are 180 days past due.
However, in certain cases, the Group may also consider a financial asset to be
in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial asset is
written off when there is no reasonable expectation of recovering the
contractual cash flows.
The movement in the allowance for doubtful debts during the year is as
follows:
2024 2023
£ £
Balance at 1 January 291,680 280,220
Reversal of previously recognised impairment loss (1,889) (3,542)
Foreign exchange movements (9,204) 15,002
Balance at 31 December 280,587 291,680
Set out below is the information about the credit risk exposure on the Group's
trade receivables as at 31 December:
Current <30 days 30-60 days 61-90 days >91 days Total
£ £ £ £ £ £
31 December 2024 1,503,784 12,580 37,523 2,188 5,256 1,561,331
31 December 2023 1,125,735 0 2,077 314 0 1,128,126
The Group seeks to manage financial risk by ensuring sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably. Surplus funds are invested on a short-term basis at money market
rates and therefore such funds are available at short notice.
28. SHARE CAPITAL
2024 2023
£ £
Called up, allotted and fully paid:
919,655,352 (2023: 712,481,898) Ordinary shares of 0.5 pence each 4,598,277 3,562,409
Movement in share capital during the period
Nominal
Number value Consideration
£ £
At 1 January 2023 712,393,662 3,561,969 77,130,649
Share options exercised 2023 88,236 441 -
At 31 December 2023 712,481,898 3,562,410 77,130,649
Fundraising 206,653,224 1,033,266 20,500,000
Transaction costs - - (477,000)
Share options exercised 2024 520,230 2,601 2,601
At 31 December 2024 919,655,352 4,598,277 97,156,250
The ordinary shares carry one voting right per share and no right to fixed
income.
DP Poland Employee Benefit Trust ("EBT")
The trustee of the EBT holds is 236,866 (2023: 1,765,872) ordinary shares in
the Company for the purposes of satisfying outstanding and potential awards
under the Company's Joint Ownership Share Scheme, Share Option Scheme and the
Share Incentive Plans. The historic cost of these shares was £51,565 with a
net contribution of £6,115 made by the JOSS award holders to acquire their
joint interests. The shares held by the EBT had a market value of £25,463 at
31 December 2024 (£ 189,831 at 31 December 2023).
29. SHARE BASED PAYMENTS
Group Group
2024 2023
£ £
Share based payments expense 386,264 323,602
The Company has provided the following types of share-based incentive
arrangements.
Type of arrangement Vesting period Vesting conditions
Joint Ownership Share Scheme 2.5 - 3.5 years Achievement of store growth and financial targets
Employee Share Incentive Plan 2 years Two years' service
Non-Executive Directors' Share Incentive Plan 2 years Two years' service
Employee Share Option Plan Variable Detailed individual performance targets
Long Term Incentive Option Plan 2-3 years Detailed company performance targets
Share Option Plan 1-4 years Time-vest and detailed company performance indicators
The Company established the Joint Ownership Share Scheme ("JOSS") and the
Share Incentive Plans on 25 June 2010, the Employee Share Option Plan on 06
May 2011, the Long-Term Incentive Share Option Plan on 19th December 2014 and
the Share Option Plan on 13 June 2022. The Group has calculated charges using
a Black-Scholes model. Volatility and risk-free rates have been calculated for
each grant pack based on expected volatility over the vesting period and
current risk-free rates at the time of each award. Volatility assumptions are
estimates of future volatility based on historic volatility and current market
conditions
Assumptions used in the valuation of share option awards were as follows:
Award date Exercise price Expected volatility Risk free rate Expected dividends Option life in years IFRS2 fair value per share option
26 April 2024 8 pence 50% 4.14% - 1 Year £0.0624
26 April 2024 8 pence 50% 4.14% - 4 Years £0.0677
30 June 2024 8 pence 50% 3.98% - 1 Year £0.0609
30 June 2024 8 pence 50% 4.00% - 4 Years £0.0662
The share-based payments charge for the year by scheme was as follows:
2024 2023
Share Incentive Plan - -
Other Share Options 386,264 323,602
Long Term Incentive Share Option Plan - -
386,264 323,602
All of the above amounts related to equity-settled share based payment
transactions.
Share scheme awards outstanding
Scheme and date of award Hurdle or Outstanding Awarded Exercised Lapsed Outstanding
exercise
31.12.23
in period
in period
in period
31.12.24
price
No.
No.
No.
No.
No.
Restated*
SIP 18 June 2014 n/a 413,604 - - - 413,604
SIP 17 April 2015 n/a 486,486 - - - 486,486
SIP 24 May 2017 n/a 191,490 - - - 191,490
Share options 22 May 2017 0.5 pence 164,804 - - - 164,804
Share options 11 January 2018 0.5 pence 24,000 - - - 24,000
Share options 11 October 2018 0.5 pence 128,906 - - - 128,906
Share options 14 May 2019 0.5 pence 520,230 - 520,230 - -
Stock option plan 28 February 2022 8 pence 750,000 - - - 750,000
Stock option plan 14 June 2022 8 pence 44,993,533 6,750,000 - - 51,743,533
* Restatement is related to presenting Share options 14 May 2019 amounted to
520,230 as at 31.12.2023
The weighted average remaining contractual life of outstanding share options
is 8.3 years (2023: 8.7 years). The number share options exercisable at 31
December 2024 was 53,902,823 with a weighted average exercise price of 8 pence
(2023: 47,673,053 shares with a weighted average exercise price of 8
pence).
30. CAPITAL COMMITMENTS
As of 31 December 2024, two lease agreements were signed for which no lease
asset or liability was recognized, as the acceptance certificates have not yet
been signed. These include the lease contract for corporate stores in
Włocławek, signed on 26 November 2024, and in Poznań, signed on 19 December
2024. There were no amounts contracted for but not provided in the financial
statements as of 31 December 2023.
31. RELATED PARTY TRANSACTIONS
During the period the Group and Company entered into transactions, in the
ordinary course of business, with other related parties. The transactions with
directors of the Company are disclosed in the Directors' Remuneration Report.
Transactions with key management personnel (comprising the Directors and key
members of management in Poland and Croatia) are disclosed
below:
Group Group
2024 2023
£ £
Short-term employee benefits 627,485 450,394
Share-based payments 386,264 323,602
At 31 December 1,013,749 773,996
The Company made a charge of £75,000 to DP Polska S.A. and £75,000 to
Dominium S.A. for management services provided in 2024. The balance owed by
Dominium S.A. to DP Poland plc as at 31 December 2024 was £75,000 (2023:
£nil).
32. EVENTS AFTER THE BALANCE SHEET DATE
Exercise of Options
On 3 March 2025 750,000 share options granted to former Directors of the
Company were exercised.
Strategic Acquisition of Pizzeria 105 in Poland
On 26 March 2025, DP Polska S.A. entered into a share purchase agreement
pursuant to which DP Polska S.A. acquired the entire issued share capital of
the Pizzeria 105, a franchised quick service pizza restaurant business that
operates 90 locations across Poland. The total consideration for the shares in
Pizzeria 105 amounted to PLN 42.3 million (c. £8.5 million). Simultaneously
the seller of Pizzeria 105, Marcin Ciesielski has agreed to re-invest one
third of the Consideration through its family office, MC Family Fundacja
Rodzinna, equating to c.PLN 13.4 million (c.£2.7 million) by subscribing for
23,582,322 new ordinary shares of 0.5 pence each in the Company at the
subscription price of 11.4 pence per Ordinary Share.
Pizzeria 105 is a franchised, quick service pizza restaurant business, 100%
franchised with 90 stores and 76 franchisees. The acquisition accelerates the
Group's strategic plan to expand to 200 stores, surpassing competitors and
positioning Domino's on a path to becoming the leading pizza quick service
restaurant in Poland.
Change of Registered Office Address and Secretary
On 1 April 2025 registered address of DP Poland was changed from 1 Chamberlain
Square Cs, Birmingham, England, B3 3AX to C/O Almond & Co, 11 York Street,
Manchester, M2 2AW with effect from 01 April 2025. Further, Almond CS Limited
has been appointed as the corporate secretary of the Group.
33. VAT
Dominium is a party to a number of court and administrative proceedings, the
subject of which is to determine the amount of VAT paid by the company for the
period 2011-2016. The disputes relate to the rate at which VAT is applied on
sales made by Dominium, which is something that is affecting a number of
companies operating in the fast food sector in Poland (including DP Polska).
Dominium were applying a lower (5 per cent) rate of VAT on sales, whereas the
tax authorities in Poland were of the opinion that a higher (8 per cent) rate
should have been applied instead. As a result, Dominium have retrospectively
applied the higher (8 per cent) rate for this period and have made additional
VAT payments to cover the shortfall to the tax authorities in Poland.
Dominium has been trying to recover additional VAT payments paid because of a
higher rate. All disputes have been resolved in favour of Dominium as at 2024
year-end. In 2022 Dominium has received the VAT refund for the year 2011 in
the amount PLN 2,275,615 (approximately £414,011). In 2023 Dominium has
received the VAT refund for the year 2012 in the amount of PLN 1,863,040
(approximately £356,781). In 2024 Dominium has received the VAT refund for
the years 2013-2016 in the amount PLN 4,964,718 (approximately £975,943,
including interest of £315,551).
Under the terms of the Acquisition Agreement, one half of any amounts that
have been overpaid in respect of the application of the higher VAT rate and
which may be refunded by the Polish tax authorities to Dominium shall be paid
by the Group to Malaccan Holdings Ltd.
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