REG - DP Poland PLC - Final Results 2025 and Investor Presentation
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RNS Number : 9536F DP Poland PLC 28 May 2026
DP Poland PLC
("DP Poland", the "Company" or the "Group")
Final Results 2025 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 2025.
DP Poland's Chief Executive Officer, Nils Gornall, said:
"2025 was a transformational year for DP Poland, where we significantly
strengthened our position in the Polish pizza market through the acquisition
of Pizzeria 105. The acquisition materially expanded our franchise network and
provides a strong platform for the continued rollout of Domino's brand across
Poland.
DP Poland delivered Group system sales growth of 11.3% in 2025, supported by
continued network expansion, positive like-for-like sales growth and strong
trading momentum in the second half of the year.
We also made substantial progress in expanding our franchise model, with the
proportion of franchised Domino's stores increasing to one-third of the
network. Together with the ongoing conversion of Pizzeria 105 stores to the
Domino's brand, this transition enables a more scalable, capital-efficient
business model and positions the company for faster expansion.
With a strengthened store network, growing franchise base and positive trading
momentum continuing to Q2 2026, we remain confident in the Group's long-term
growth opportunity across both Poland and Croatia."
Financial highlights
· Group Revenue increased by 15.0% to £61.7m (2024: £53.6m)
o Group System Sales increased by 11.3% to £61.4m (2024: £55.2m)
o LFL system sales growth of 5.1% to £54.2m in 2025 compared to 2024
· Group adjusted EBITDA* increased to £6.2m (2024: £4.8m), with
EBITDA margin improving to 10.1% (2024: 9.0%)
· Pre-IFRS16 EBITDA increased to £2.6m (2024: £1.1m)
· Group loss for the period was £(4.3)m (2024: £(0.5)m), primarily
reflecting increased impairment charges, higher depreciation and amortisation
following the Pizzeria 105 acquisition and non-recurring acquisition and
conversion costs
· Cash as at 31 December 2025 of £1.4m (2024: £10.7m)
· New financing facilities agreed with BNP Paribas Bank Polska S.A.
in November 2025, providing additional liquidity and operational flexibility.
No financing drawn down as at 31 December 2025
Operational highlights
· Acquisition of Pizzeria 105 completed in March 2025, adding 90
franchised pizza stores across Poland at acquisition date
· 13 Pizzeria 105 stores converted to Domino's brand during 2025,
with pilot conversions delivering encouraging trading performance
· 17 corporate-owned Domino's stores sold to franchise partners
during the year
· Number of franchised Domino's stores increased from 13 to 43 during
2025, 33% of Group stores now franchised
· 11 new corporate stores opened during 2025 across Poland and
Croatia
· The Group operated 210 stores at year end, including:
o 129 Domino's stores in Poland
o 6 Domino's stores in Croatia
o 75 Pizzeria 105 franchised stores in Poland
Summary Financial Information
Currency: £'000 2025 2024 % change
System Sales 61,394 55,170 11.3%
Revenue 61,675 53,644 15.0%
Group adjusted EBITDA* 6,246 4,834 29.2%
Margin % 10.1% 9.0% -
Loss for the period (4,310) (512) -
*excluding non-cash items, non-recurring items, non-operating items, share
based payments and store pre-opening expenses
Post period-end update
As announced on 14 April 2026, trading momentum has continued into 2026, with
the Group delivering strong first-quarter trading performance across both
Poland and Croatia. Group system sales increased by 18.9% year-on-year in Q1
2026 (22.7% on a reported currency basis), while Group system orders increased
by 13.7%. Most notably, Group like-for-like system sales grew by an
impressive 9.0%.
An additional 4 Pizzeria 105 stores were converted to the Domino's brand
during Q1 2026, bringing the total number of converted Pizzeria 105 stores to
17. Early trading performance from converted stores has been encouraging and
supports management's confidence in the long-term rollout opportunity.
The Group has continued to progress its franchise-led strategy and the
proportion of franchised Domino's stores increased to approximately 35% of the
Group's Domino's network by Q1 2026, reflecting the continued sale of
corporate-owned stores to franchise partners and the ongoing development of
the franchise model. Management believes the transition towards a more
capital-light, franchise-led operating structure will support future
scalability, improve capital efficiency and enhance long-term profitability as
the Group continues to grow in line with its target to be the largest pizza
brand in Poland.
The Group also continues to focus on operational efficiencies, supply chain
optimisation and disciplined cost management to support further margin
improvement. In February 2026, the Group completed the consolidation of its
commissary operations into a single facility, which is expected to deliver
immediate benefits through reduced staffing overheads, improved labour
productivity through automation, and savings in rent, utilities and
maintenance costs. The new facility also provides increased operational
capacity and is expected to support the continued expansion of the store
network over the medium term.
Investor Presentation
The Company is pleased to announce that Nils Gornall and Edward Kacyrz will
provide a live presentation relating to the 2025 FY results via Zoom Webinar
on 01 June 2026, 15:00 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/8517794467353/WN_4X93JUHUQQ2ySsEId1O51g
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 Tel: +44 (0) 20 3100 2000
Notes for editors
About DP Poland plc
DP Poland has the exclusive right to develop, operate, and sub-franchise
Domino's Pizza stores in Poland and Croatia. The group operates 142 Domino's
locations across Poland and Croatia. In addition, DP Poland owns and operates
a second pizza brand, Pizzeria 105, with 70 locations across Poland.
Chairman's Statement
I am pleased to report that 2025 was a year of significant strategic progress
for DP Poland, as the Group continued to execute its long-term growth strategy
and strengthen the foundations of the business. Building on the momentum
achieved in recent years, the Group expanded the Domino's brand across Poland
and Croatia while advancing the transition toward a more franchise-led,
capital-efficient operating model.
A key milestone during the year was the acquisition of the Pizzeria 105
network, a franchised quick service pizza restaurant business that operates 90
locations across Poland, which significantly strengthens the Group's presence
in the Polish pizza market and accelerates the expansion of Domino's brand.
The acquisition provides an attractive platform for growth and introduces a
substantial franchised network into the Group. During the year, the Group
commenced the conversion of selected Pizzeria 105 stores to Domino's system,
with early results from the pilot conversions demonstrating encouraging
trading performance. The ongoing conversion programme is expected to further
enhance brand visibility and strengthen the Group's position in the Polish
market.
Alongside the integration of Pizzeria 105, the Group continued to advance its
transition toward a franchise-led model, which remains central to its
long-term strategy. Expanding the proportion of franchised stores supports a
more scalable and capital-light business model, enabling the Group to grow its
store network while maintaining disciplined capital allocation. A
franchise-based system also strengthens the entrepreneurial engagement of
local operators and contributes to improved operational performance across the
network.
To support the next phase of development, the Group secured new financing
arrangements with BNP Paribas, providing additional financial flexibility as
the business continues to expand its store network, accelerate store
conversions and invest in supply chain optimisation.
During the year the Board continued to ensure strong governance and oversight
of the Group's strategic development. In early 2026, the Board welcomed David
Telford as a Non-Executive Director and representative of Domino's Pizza Group
plc, following the departure of Derk ("Stoffel") Thijs from that role. This
change follows Mr Thijs ceasing to be employed by DPG and, as a result he is
stepping down from his role as Domino's Pizza Group plc Board representative
with immediate effect. Mr Thijs was appointed as a nonexecutive director at DP
Poland in January 2024, prior to the Domino's Pizza Group plc investment in
the Company, and he will continue to serve as a non-executive director on the
Board of DP Poland. The Board looks forward to benefiting from David's
financial and operational expertise as the Group continues its next phase of
growth.
The Board, together with the Audit Committee and the Nominations &
Remuneration Committee, remained closely engaged throughout the year in
overseeing a number of significant strategic initiatives, including the
acquisition of Pizzeria 105, the renewal of the Master Franchise Agreement and
the establishment of new banking facilities. Alongside supporting the Group's
growth strategy, the Board continued to focus on maintaining an effective
governance framework and appropriate oversight of risk management, financial
reporting and internal controls. Looking ahead, the Board remains committed to
further strengthening governance arrangements during 2026, including enhancing
Audit Committee cadence and oversight processes, continuing to develop the
Group's whistleblowing and compliance framework, and supporting diversity and
succession planning initiatives across the business.
Finally, I would like to express my sincere thanks to our Executive Team, led
by CEO Nils Gornall, whose leadership and dedication have been instrumental in
delivering another year of progress for the business. I would also like to
thank all our employees and franchise partners, whose commitment and hard work
are fundamental to the success of the Group and to delivering the high
standards of quality and service that our customers expect. I would also like
to thank our shareholders for their continued support.
Looking ahead, the Board remains confident in the long-term growth opportunity
for Domino's brand in Poland and Croatia. With a strengthened store network, a
growing franchise base and continued operational improvements, the Group
enters the next phase of its development well positioned to capture the
opportunities ahead.
David Wild
Non-Executive Chairman
26 May 2026
Chief Executive's Review
2025 was a year of strong operational and strategic progress for DP Poland as
we continued to execute our strategy of building the leading quick-service
restaurant pizza network in Poland and Croatia. During the year the Group
delivered solid system sales growth, improved profitability and made
significant progress in transitioning to a franchise-led, capital-light
operating model.
Revenue reached £61.7 million, representing year-on-year growth of 15.0% on a
reported currency basis, reflecting continued network expansion and the
strength of the Group's franchise model, with an increasing contribution from
franchise-related income streams.
Group system sales (total retail sales including sales from corporate and
sub-franchised stores) reached £61.4 million, representing 11.3% year-on-year
growth on a reported currency basis and 8.3% on a constant currency basis.
Trading momentum strengthened towards the end of the year, with fourth-quarter
system sales increasing by 21.8% year-on-year on a reported currency basis,
reflecting continued network expansion, improving like-for-like ('LFL') sales
and the contribution from converted Pizzeria 105 locations.
Poland remains the Group's core market and continues to deliver strong
performance. Total system sales increased by 11.4% on reported currency basis
(8.3% on constant currency basis) year-on-year, while total system orders grew
by 3.3%. LFL sales increased by 4.9% on a reported currency basis and 2.0% on
a constant currency basis and with delivery sales continuing to drive growth.
Trading strengthened significantly during the fourth quarter, with system
sales increasing by 17.1% on reported currency basis and 13.9% on constant
currency basis year-on-year and order volumes growing by more than 10%
compared with the same period in 2024.
In Croatia, system sales increased by 8.5% year-on-year, with strong momentum
in the fourth quarter where system sales grew by 17.2%. Order volumes declined
earlier in the year as the Group navigated inflationary pressures and
implemented pricing adjustments. Croatia recorded the third-highest inflation
rate within the euro area during 2025. Encouragingly, order counts returned to
growth in the fourth quarter.
A major strategic milestone during the year was the acquisition of Pizzeria
105 network in Poland, which completed in March 2025. The business is a fully
franchised quick service pizza restaurant network, which at the time of the
acquisition comprised 90 stores operated by 76 franchisees. The transaction
significantly expands the Group's presence in the Polish pizza market and
accelerates our strategy to scale the Domino's brand nationwide. During 2025
we began converting selected Pizzeria 105 stores to Domino's brand. 13
conversions were completed during the year, including 4 pilot conversions in
the third quarter and a further 9 conversions in the fourth quarter. The pilot
conversions have delivered encouraging results. On a blended basis, the
converted stores achieved approximately 26.3% higher sales compared with the
same period in the prior year, when they were operating as Pizzeria 105
locations. These early results reinforce our confidence in the conversion
programme and the strength of the Domino's brand.
The Group also made strong progress in transitioning toward a franchise-led
model, selling 17 corporate-owned stores to franchise partners and increasing
the proportion of franchised Domino's locations from 12% to 33% of the
network.
Operationally, the Group continued to improve efficiency across its supply
chain and store operations. Work commenced on the consolidation of commissary
and dough production into a single facility in Łódź, alongside automation
initiatives designed to improve utilisation, reduce fixed costs and enhance
product consistency.
Profitability improved significantly during the year, with pre-IFRS 16 EBITDA
increasing to £2.6 million (2024: £1.1 million) and post-IFRS 16 EBITDA
increasing to £6.2 million (2024: £4.8 million). The Group ended the year
with £1.4 million of cash at bank (2024: £11.3 million) and no drawdown
under the loan facility announced in November 2025.
At year end the Group operated 135 Domino's stores across Poland and Croatia,
alongside 75 Pizzeria 105 locations following their acquisition during the
year.
DP Poland enters 2026 with strong momentum. Our focus remains on accelerating
the transition to a franchise-led, capital-light operating model, which we
believe will be the primary driver of system sales growth, margin expansion
and improved shareholder returns. The proportion of franchised stores is
expected to continue increasing, with the objective of having more than half
of the Domino's system franchised by the end of 2027. At the same time, the
Group remains focused on scaling the network towards its medium-term objective
of exceeding 200 stores by the end of 2027.
We expect double-digit system sales growth in 2026, supported by the
completion of Pizzeria 105 conversion programme, continued store rollout and
ongoing improvements in LFL system sales. With strong market fundamentals,
improving operational performance and a clear strategy for network expansion,
we remain confident in the long-term growth potential of the Domino's brand in
Poland and Croatia.
Nils Gornall
Chief Executive Officer
26 May 2026
Chief Financial Officer's Review
I am pleased to report on the financial performance of the Group for 2025,
which has been another year of strong progress for DP Poland. During the year
the Group continued to execute its strategic priorities, delivering solid
system sales growth, improving profitability and advancing the transition
towards a franchise-led operating model. This progress was supported by
continued expansion of the store network, the acquisition and integration of
Pizzeria 105 network, and disciplined operational and cost management.
Group System Sales increased to £61.4 million, representing 11.3%
year-on-year growth on a reported currency basis. Growth was driven by
continued network expansion and improvements in LFL performance. Poland was a
key driver of growth with Total System Sales increasing by 8.3% year-on-year
and LFL system sales increased by 2.0%, supported by continued growth in
delivery sales.
A key strategic development during the year was the acquisition of the
Pizzeria 105 network in Poland, completed in March 2025. The transaction
significantly expanded the Group's presence in the Polish pizza market and
provides a strong platform for further network growth. During the year, the
Group began converting selected Pizzeria 105 locations to Domino's brand,
completing 13 conversions in 2025, with encouraging early trading results.
By year-end, our portfolio included 135 stores under Domino's brand (129 in
Poland and 6 in Croatia), with the dominant delivery business contributing
two-thirds of sales. During the year, we opened 11 stores and closed 7
locations as part of our ongoing network optimisation. We also made
significant progress in expanding our franchising model in Poland, with 17
corporate stores sold to franchise partners during 2025. Together with the
ongoing conversion of Pizzeria 105 locations to Domino's brand, this resulted
in 43 franchised stores at year end (2024: 13 franchised stores). The expanded
and optimised store network, combined with the continued development of our
franchising model, positions the Group well for sustained growth in both
corporate-owned and franchised stores in 2026 and beyond.
Financial Performance*
2025 2024
£ £
System sales** 61,393,958 55,170,019
Revenue*** 61,675,328 53,643,542
Cost of goods sold**** (20,263,577) (16,314,848)
Materials and energy (2,568,266) (2,478,174)
External services (11,194,188) (8,545,521)
Payroll and social charges (21,011,201) (21,129,487)
Other operating costs (392,421) (341,405)
Group adjusted EBITDA*****- excluding non-cash items, non-recurring items, 6,245,675 4,834,107
non-operating items, share based payments and store pre-opening expenses
Store pre-opening expenses (161,730) (159,995)
Other non-cash and non-recurring items (240,618) (275,579)
Net impairment (losses)/reversals on financial assets (234,274) (67,876)
Depreciation and amortisation (5,450,581) (4,658,955)
Impairment of non-current assets (4,088,997) (616,386)
Reversal of impairment 278,513 953,367
Share based payments (372,628) (386,264)
Foreign exchange gains / (losses) 37,127 227,011
Finance income 140,066 482,952
Finance costs (731,238) (883,512)
Loss before taxation (4,578,685) (551,130)
Taxation (269,173) 39,042
Loss for the period (4,309,512) (512,088)
* Financial performance figures presented in GBP have been translated using
the average exchange rates for 2025 and 2024.
** System sales - total retail sales including sales from Domino's corporate
and sub-franchised stores (excluding Pizzeria 105 stores)
*** Revenue - comprises retail sales generated by corporate-owned stores,
sales of materials, sub-franchise royalties and other franchisee fees related
to sub-franchise operation, as well as proceeds from the sale of
corporate-owned stores to sub-franchisees (the latter amounted to £3,385,016
in 2025 and £656,811 in 2024)
**** Cost of goods sold - includes the carrying value of property, plant and
equipment relating to the sale of corporate-owned stores to sub-franchisees,
amounting to £1,524,768 in 2025 and £393,484 in 2024***** 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
Revenue and system sales
The Group's system sales increased by 11.3%, primarily driven by 11.4% growth
in Polish system sales (8.3% in local currency). System sales growth in Poland
was supported by both system order growth of 3.3% and an increase in the
average order value.
After a slower than expected start to 2025 in Poland, swift actions taken by
the management team resulted in stronger performance from Q3 2025 onwards. As
a result, Group system sales growth accelerated towards the end of the year,
with Q4 system sales increasing by 14.1% YoY on a constant currency basis
(21.8% on a reported currency basis). Constant currency growth is calculated
by translating the prior year results at the average exchange rates applicable
in 2025.
Revenue increased by 15.0% in 2025 compared to 2024. The trend reflects
network expansion, with the revenue profile influenced by the mix between
corporate-owned and franchised stores, including a higher contribution from
royalties and franchise-related income as well as revenue recognized on the
sale of corporate stores to franchise operations.
The business continues to capitalise on Poland's strong economic growth and
rising disposable incomes, which underpin demand in the pizza category. By
building scale and increasing brand awareness, the Group continues to
strengthen its position as a leading quick service restaurant ("QSR") pizza
chain in Poland, with a clear ambition to become the market leader over the
medium term.
Expenses
Macro-economic conditions in Poland remained supportive in 2025, with real GDP
growth of 3.6% and inflation at 3.6% YoY, indicating a broadly stable price
environment compared with the previous years.
The Group continued to focus on disciplined cost management. Through ongoing
cost optimisation initiatives, including fleet electrification, commissary
upgrades and supply chain improvements, DP Poland has been working to mitigate
the impact of operating cost pressures and deliver operational efficiencies.
DP Poland successfully kept the increase in operating costs (13.6% YoY) below
revenue growth during the year (15.0% YoY).
While inflation remained relatively stable during the year, wage pressures
continued to affect the labour market, reflecting increases in the statutory
minimum wage and the tight labour market conditions in Poland and Croatia.
Other non-cash, non-recurring and non-operating items
The Group recorded non-cash, non-recurring and non-operating items, including
Pizzeria 105 advisory and conversion costs, written down balances with
counterparties, dismantling provision, costs incurred for stores closures,
release of lease liability for closed stores and other immaterial components.
Release of lease liability for closed stores relates to the derecognition of
IFRS 16 lease liabilities for stores fully impaired in prior years and
subsequently closed during 2025. The movement does not represent a waiver of
amounts contractually due, but reflects the accounting derecognition of lease
liabilities following store closure and settlement or termination of the
relevant lease obligations. Please find the breakdown of other non-cash and
non-recurring items below.
Currency: £ Nature 2025 2024
Pizzeria 105 advisory and conversion costs Non-recurring (493,148) -
Written down balances Non-cash (203,248) (193,514)
Dismantling provision Non-cash (149,878) (111,590)
Costs incurred for non-operating stores Non-operating (52,405) (180,953)
Release of lease liability for closed stores Non-cash 644,454 -
Investments advisory and other costs Non-recurring - (379,783)
Vat refund Non-recurring - 660,391
Other non-cash and non-recurring items Non-cash and non-recurring 13,607 (70,130)
Total (240,618) (275,579)
Depreciation and amortisation
Depreciation and amortisation expenses consist mainly of the right of use
assets depreciation charges amounting to £2,764,740 in 2025 (2024:
£2,375,255), property, plant and equipment amounted to £1,929,866 (2024:
£1,615,688) and intangible assets amortisation amounted to £755,975 (2024:
£668,012). The increase in depreciation and amortisation in 2025 compared to
2024 is mainly attributable to: (i) the acquisition of Pizzeria 105 and the
recognition of identifiable intangible assets, namely Pizzeria 105 trademark
and franchise relationships, with useful lives of five years and ten years,
respectively and (ii) the expansion of the store network, resulting in the
recognition of additional right-of-use assets and property, plant and
equipment.
Impairment and reversal of impairment of non-current assets
Impairment charges increased in 2025 compared to the prior year primarily due
to the change in the level at which cash-generating units are identified, from
a cluster-based approach to individual store level. This has resulted in a
more granular assessment and recognition of underperformance at specific
locations. Impairment recognized during the year amounted to £4,088,997 and
includes: (i) £2,179,827 impairment of right of use assets related to
individual corporate stores, (ii) £1,648,437 impairment of property, plant
and equipment related to individual corporate stores and (iii) £260,733
impairment of goodwill relating to Croatia CGU.
Impairment reversals recognised during the year primarily relate to stores
where trading performance improved compared to prior expectations, resulting
in an increase in the recoverable amount based on updated cash flow forecasts.
Finance costs
Finance costs of the Group primarily comprise interest expense on lease
liabilities of £637,405 (2024: £574,127) and other interest relating to
trade payables of £93,833 (2024: £76,654). In 2024, other interest also
included £232,731 relating to the loan note issued to Malaccan Holdings Ltd.
No interest was recognised on the Malaccan loan in 2025 as the loan was fully
repaid in December 2024.
Taxation
The Group paid no corporation tax in 2025 and 2024 due to brought forward
losses. Tax charges recognised in Group income statement in both years relate
to deferred tax.
Group loss for the period
Group loss after tax for the year increased by £3.8m compared with 2024.
Improved Group adjusted EBITDA was offset by higher depreciation and
amortisation charges, as well as other non-cash and non-recurring costs mainly
related to the Pizzeria 105 acquisition and store conversion activities. In
addition, finance income decreased compared with 2024, when the Group
recognised one-off VAT refund income. Net result was further impacted by
higher impairment charges recognised primarily due to the change in the level
at which cash-generating units are identified as well as a foreign exchange
loss primarily arising from the translation of PLN-denominated balances into
GBP, reflecting the depreciation of PLN against GBP during 2025.
The Board continues to pursue an accelerated growth strategy focused on
expanding the store network and increasing the proportion of franchised stores
to support future profit growth. The strong operational performance achieved
in 2025 provides a solid foundation for the next phase of the Group's
development. Transitioning towards a franchise model is expected to support
scalable growth, requiring lower capital investment, reducing overhead costs
and enhancing Group adjusted EBITDA profitability over time.
As part of its operational optimisation programme, the Group completed the
merger of Dominium S.A. and DP Polska S.A. on 1 July 2025, which is expected
to simplify the Group's structure and streamline internal processes across the
supply chain and back-office functions. The Group also continues to invest in
digital transformation and operational efficiencies to support further growth.
Store Count Poland - Domino's stores
DP Polska S.A. 1 Jan 2025 Acquired Opened* Closed* Sold to franchise Converted** 31 Dec 2025
Corporate 100 0 10 -7 -17 0 86
Sub-Franchised 13 0 0 0 17 13 43
Total 113 0 10 -7 0 13 129
* The number of opened and closed stores includes relocations
** The number of stores converted from Pizzeria 105 to Domino's
Store Count - Pizzeria 105 stores
Mastergrupa Sp. z o.o. (Pizzeria 105) 1 Jan 2025 Acquired Opened Closed Sold to franchise Converted 31 Dec 2025
Corporate 0 0 0 0 0 0 0
Sub-Franchised 0 90 0 -2 0 -13 75
Total 0 90 0 -2 0 -13 75
Store Count Croatia - Domino's stores
All About Pizza d.o.o. 1 Jan 2025 Acquired Opened Closed Sold to franchise Converted 31 Dec 2025
Corporate 5 0 1 0 0 0 6
Sub-Franchised 0 0 0 0 0 0 0
Total 5 0 1 0 0 0 6
Enlarged Group - Domino's stores and Pizzeria 105 stores
Group 1 Jan 2025 Acquired Opened Closed Sold to franchise Converted 31 Dec 2025
Corporate 105 0 11 -7 -17 0 92
Sub-Franchised 13 90 0 -2 17 0 118
Total 118 90 11 -9 0 0 210
In 2025 DP Poland opened 11 corporate stores and 7 stores were closed. In
addition, 17 corporate-owned stores sold to franchise partners during the year
and 13 Pizzeria 105 locations were converted to the Domino's brand during
2025.
Sales Key Performance Indicators (KPIs)
System sales* were up 11.3% YoY, whereas LFL system sales** were up 5.1% YoY.
2025 2024 Change %
Group system sales*, £ 61,393,958 55,170,019 11.3%
Group system order count**, thousand orders 5,081 4,938 2.9%
LFL system sales***, £ 54,209,971 51,596,081 5.1%
LFL system order count***, thousand orders 4,445 4,624 -3.9%
Poland Delivery orders**** ordered online 80% 83% -3pp
* 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.
** System order count - total retail orders from Domino's corporate
and sub-franchised stores
*** Like-for-like system sales/order count - matching trading periods for
the same stores between 1 January and 31 December 2025 and 1 January and 31
December 2024. The Group's system stores that are included in like-for-like
system sales/order count 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
**** Delivery orders stand for the orders in delivery channel by both
corporate and franchisee stores
Like-for-like Poland system sales growth 2025 vs 2024 per quarter were as
follows:
Q1 Q2 Q3 Q4
LFL system sales growth by quarter 2.9% -1.6% 1.1% 5.7%
Exchange rates
PLN : £1 2025 2024 Change %
Profit & Loss Account 4.9483 5.0871 -2.7%
Balance Sheet 4.8358 5.1756 -6.6%
EUR : £1 2025 2024 Change %
Profit & Loss Account 1.1673 1.1815 -1.2%
Balance Sheet 1.1454 1.2099 -5.3%
Financial Statements for Polish subsidiaries DP Polska S.A. and Mastergrupa
Sp. z o.o. 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 2025.
Cash position
Currency: £ 1(st) January 2025 Cash movement 31(st) December 2025
Restated
Cash in bank 10,663,270 -9,224,167 1,439,103
Cash movement is mainly due to Pizzeria 105 acquisition completed in March
2025, store rollout and Pizzeria 105 conversion costs as well as cash outflows
for several different strategic and operational projects.
Inventories
Currency: £ 1(st) January 2025 Movement 31(st) December 2025
Raw materials and consumables 1,205,586 156,133 1,361,719
An increase in inventory is mainly due to increased purchases of products in
2025 supporting increased sales.
Trade and other receivables
Currency: £ 1(st) January 2025 Movement 31(st) December 2025
Trade and other receivables 5,085,178 3,389,570 8,474,748
An increase in the balance of trade and other receivables is mainly
attributable to sale of stores to sub-franchisees and the related increase in
loans granted.
Impact of Pizzeria 105 acquisition
The acquisition of Pizzeria 105 on 26 March 2025 contributed £1.2 million of
revenue and £0.7 million of profit before tax to the Group in the period
following completion. The transaction resulted in a significant increase in
non-current assets, including the recognition of goodwill of £4.5 million and
identifiable intangible assets of £5.0 million, primarily relating to the
Pizzeria 105 trademark and franchisee relationships. In addition, part of the
consideration was satisfied through the issue of equity, resulting in an
increase in share capital and share premium, which represents a non-cash
transaction.
Macro-economic conditions in Poland and Croatia
Polish GDP increased by 3.6% YoY in 2025. Inflationary pressure remained
broadly stable in 2025 at 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 2025 2024
Real GDP growth (% growth) 3.6* 2.9
Inflation (% growth) 3.6 3.6
Unemployment Rate (% of economically active population) 3.2 2.8
* First estimate of Polish Statistics Office for the year 2025
Croatian GDP increased in 2025 by 3.2%. Inflationary pressure slightly
increased in 2025 to 4.4% YoY
Macro-economic conditions - Croatia* 2025 2024
Real GDP growth (% growth) 3.2 3.8
Inflation (% growth) 4.4 4.0
Unemployment Rate** (% of economically active population) 4.6 5.1
* Data based on macroeconomic indicators published 12(th) March 2026 by
Croatian National Bank
** December 2024 and December 2025 data
Sub-franchised stores
As at December 2025, there are 118 sub-franchised stores (43 under Domino's
brand and 75 under 105 brand) (December 2024: 13). Sales in 2025 from Domino's
sub-franchised stores amounted to £10,284,687 (2024: £4,366,402) and are
included in the System Sales figure (system sales does not include Pizzeria
105 sales pre conversion).
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.
Inflationary pressures continued to moderate during 2025 compared to the peak
levels experienced in prior years, however, cost volatility remains a relevant
consideration in the Group's going concern assessment. The Group continues to
experience exposure to fluctuations in selected commodity prices, energy costs
and labour expenses in both Poland and Croatia. In addition, broader
macroeconomic factors, including currency movements (in particular EUR/PLN),
may indirectly influence input costs. The Board continues to closely monitor
market developments and incorporates updated macroeconomic assumptions into
its forecasting models. Mitigating actions undertaken by the Group include
maintaining a diversified supplier base, leveraging centralised procurement
benefits resulting from increased scale, implementing operational efficiency
initiatives, and applying selective pricing adjustments where appropriate.
These measures, together with ongoing cost discipline, are designed to protect
margins and maintain financial resilience.
Based on current trading performance and forecast scenarios, including
reasonably possible downside sensitivities, the Board does not consider
inflation-related risks to represent a material uncertainty that would cast
significant doubt on the Group's ability to continue as a going concern.
On 1 September 2025, the Group's ten-year renewal option under the Master
Franchise Agreement in Poland originally dated 25 June 2010 became effective.
The renewed agreement extends the term through to 31 August 2035 and includes
an additional ten-year renewal option which, if exercised, would further
extend the term to 2045. Under the terms of the agreement, the Company retains
exclusive rights to develop and operate the Domino's Pizza brand in Poland,
including both company-owned and sub-franchised stores. As at the date of this
report, the Group is fully compliant with all provisions of the Polish MFA and
is not in default of any contractual obligations.
In March 2025, the Group completed the acquisition of Pizzeria 105, the
fourth-largest pizza brand in Poland, comprising a fully franchised network of
90 locations at the transaction date. The Board believes that this acquisition
accelerates the Group's strategy to build a network of more than 200
Domino's-branded stores in Poland by 2027, while supporting the longer-term
potential for 500+ locations. The transaction increases scale in the Polish
market and creates opportunities for operational synergies across procurement,
supply chain, marketing and technology platforms.
In November 2025, DP Polska S.A., a subsidiary company of DP Poland PLC,
entered into new financing arrangements with BNP Paribas Bank Polska S.A. The
new Facilities comprise: (i) a five-year non-revolving loan facility of up to
£1.0m (PLN 5m), (ii) a one-year overdraft facility of up to £1.4m (PLN 7m),
and (iii) a one-year revolving framework agreement of £0.6m (PLN 3m).
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 May 2026
FINANCIAL STATEMENTS
Group Income Statement
for the year ended 31 December 2025
2025
2024
Restated
Notes £ £
Revenue 2 61,675,328 53,643,542
Cost of goods sold (20,263,577) (16,314,848)
Materials and energy (2,568,266) (2,478,174)
External services (11,194,188) (8,545,521)
Payroll and social charges (21,011,201) (21,129,487)
Other operating costs (392,421) (341,405)
Group adjusted EBITDA* - excluding non-cash items, non-recurring items, 6,245,675 4,834,107
non-operating items, share based payments and store pre-opening expenses
Store pre-opening expenses (161,730) (159,995)
Other non-cash, non-recurring and non-operating items 5 (240,618) (275,579)
Net impairment (losses)/reversals on financial assets (234,274) (67,876)
Depreciation and amortisation (5,450,581) (4,658,955)
Impairment of non-current assets (4,088,997) (616,386)
Reversal of impairment 278,513 953,367
Share based payments 30 (372,628) (386,264)
Foreign exchange gains / (losses) 37,127 227,011
Finance income 7 140,066 482,952
Finance costs 8 (731,238) (883,512)
Loss before taxation 4 (4,578,685) (551,130)
Taxation 9 269,173 39,042
Loss for the period (4,309,512) (512,088)
Loss per share Basic 11 (0.46 p) (0.06 p)
Diluted 11 (0.46 p) (0.06 p)
All of the loss for the year is attributable to the owners of the Parent
Company.
* Group adjusted EBITDA (also referred to as post-IFRS 16 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. Refer to Note 1 on page 61 for definitions of these
items.
Group Statement of comprehensive income
fortheyearended31December2025
2025 2024
Restated
£ £
Loss for the period (4,309,512) (512,088)
Currency translation differences 605,016 (282,005)
Other comprehensive expense for the period, net of tax to be reclassified to 605,016 (282,005)
profit or loss in subsequent periods
Total comprehensive expense for the period (3,704,496) (794,093)
All of the comprehensive expense for the year is attributable to the owners of
the Parent Company.
Group Balance Sheet
at31December2025
31 December 2025 31 December 2024
Restated
Notes £ £
Non-current assets
Goodwill 12 16,198,824 12,374,266
Intangible assets 13 7,207,948 2,530,246
Property, plant and equipment 14 8,627,020 8,576,167
Leases - right of use assets 21 5,944,310 6,974,590
Deferred tax asset 18 330,541 -
Trade and other receivables 19 5,517,391 1,560,979
43,826,034 32,016,248
Current assets
Inventories 20 1,361,719 1,205,586
Trade and other receivables 19 2,957,357 3,524,199
Cash and cash equivalents 24 1,439,103 10,663,270
5,758,179 15,393,055
Total assets 49,584,213 47,409,303
Current liabilities
Trade and other payables 25 (8,765,834) (6,843,228)
Provisions 26 (178,026) (169,002)
Lease liabilities 22 (3,378,064) (3,194,242)
(12,321,924) (10,206,472)
Non-current liabilities
Lease liabilities 22 (5,279,238) (5,124,169)
Provisions 26 (276,066) (161,334)
Deferred tax 18 (1,454,472) (530,852)
(7,009,776) (5,816,355)
Total liabilities (19,331,700) (16,022,827)
Net assets 30,252,513 31,386,476
Equity 23
Called up share capital 29 4,719,939 4,598,277
Share premium account 68,102,530 66,074,450
Capital reserve - own shares - (48,163)
Retained earnings (32,529,246) (28,592,362)
Merger relief reserve 23,516,542 23,516,542
Reverse Takeover reserve (33,460,406) (33,460,406)
Currency translation reserve (96,846) (701,862)
Total equity 30,252,513 31,386,476
The financial statements were approved by the Board of Directors and
authorised for issue on 26 May 2026 and were signed on its behalf by:
Nils
Gornall
Edward Kacyrz
Chief Executive
Officer
Chief Financial Officer
Company Balance Sheet
at 31 December 2025
31 December 2025 31 December 2024
Notes £ £
Non-current assets
Investments 15 47,015,686 42,099,123
Loans granted to subsidiary undertakings 16 - 432,226
47,015,686 42,531,349
Current assets
Trade and other receivables 19 296,653 145,481
Cash and cash equivalents 24 292,016 3,642,362
Loans granted to subsidiary undertakings 16 1,500,268 -
2,088,937 3,787,843
Total assets 49,104,623 46,319,192
Current liabilities
Trade and other payables 25 (99,771) (152,740)
(99,771) (152,740)
Net assets 49,004,851 46,166,452
Equity 23
Called up share capital 29 4,719,939 4,598,277
Share premium account 68,102,530 66,074,450
Retained earnings (47,334,160) (48,022,817)
Merger relief reserve 23,516,542 23,516,542
Shareholders' Equity 49,004,851 46,166,452
The financial statements were approved by the Board of Directors and
authorised for issue on 26 May 2026 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.
Profit relating to transactions in the financial statements of the parent
company was £316,028 (2024: loss of £766,695). DP Poland plc's company
registration number is 07278725
Group Statement of Cash Flows
for the year ended 31 December 2025
2025 2024
Restated
Note £ £
Cash flows from operating activities
Loss before taxation for the period (4,578,685) (551,130)
Adjustments for:
Finance income 7 (140,066) (482,952)
Finance costs 8 731,238 883,512
Foreign exchange movements (42,693) (226,863)
Depreciation and amortisation 5,450,581 4,658,955
Impairment of non-current assets 4,088,997 616,386
Reversal of impairment of non-current assets (278,513) (953,367)
Loss on fixed asset disposal - 628,408
Changes in provisions 26 123,756 111,590
Net impairment (losses)/reversals on financial assets 5 234,274 67,876
Share based payments expense 30 372,628 386,264
Operating cash flows before movement in working capital 5,961,517 5,138,679
(Increase) in inventories 20 (156,133) (171,399)
(Increase) in trade and other receivables 19 (3,389,570) (177,704)
Increase in trade and other payables 25 1,922,606 517,973
Cash generated from operations 4,338,420 5,307,549
Taxation payable - -
Net cash generated from operations 4,338,420 5,307,549
Cash flows from investing activities
Payments to acquire intangible assets (126,400) (254,960)
Payments to acquire property, plant and equipment (4,099,170) (4,775,819)
Proceeds from disposal of property plant and equipment 31,334 5,148
Interest received 7 133,056 474,720
Repayment of loans by sub-franchisees 656,269 -
Cash flows of acquiring a subsidiary (net of cash acquired) (5,783,877) -
Net cash generated from/(used in) investing activities (9,188,788) (4,550,911)
Cash flows from financing activities
Net proceeds from issue of ordinary share capital - 20,025,601
Repayment of lease liabilities (3,736,394) (3,693,529)
Repayment of loan notes - (7,130,798)
Interest paid on lease liabilities 8 (637,405) (574,127)
Net cash from/(used in) financing activities (4,373,799) 8,627,147
Net increase/(decrease) in cash (9,224,167) 9,383,785
Exchange differences on cash balances - (2)
Cash and cash equivalents at beginning of period 10,663,270 1,279,487
Cash and cash equivalents at end of period 24 1,439,103 10,663,270
Company Statement of Cash Flows
for the year ended 31 December 2025
2025 2024
Note £ £
Cash flows from operating activities
Profit/(loss) before taxation 316,028 (766,695)
Adjustments for:
Finance income (444,177) (399,002)
Finance expense - 245,919
Foreign exchange movements (441,112) 132,109
Share based payments expense 89,623 101,151
Operating cash flows before movement in working capital (479,638) (686,518)
Decrease in trade and other receivables 19 (151,172) (76,850)
Increase/(decrease) in trade and other payables 25 (52,969) 52,560
Cash used in operating activities (683,779) (710,808)
Cash flows from investing activities
Partial return of equity investment/(Equity investment) in subsidiary company (1,653,845) (8,500,000)
Loans granted to subsidiary undertakings 16 (1,022,441) (254,648)
Interest received 9,719 78,830
Net cash generated from/(used in) investing activities (2,666,567) (8,675,818)
Cash flows from financing activities
Loan notes paid - (7,130,798)
Net proceeds from issue of ordinary share capital - 20,025,601
Net cash from/(used in) financing activities - 12,894,803
Net increase/(decrease) in cash (3,350,346) 3,508,177
Cash and cash equivalents at beginning of period 3,642,362 134,185
Cash and cash equivalents at end of period 24 292,016 3,642,362
Group Statement of Changes in Equity
for the year ended 31 December 2025
Share Share premium account Retained earnings Currency translation reserve Capital reserve - own shares Reverse Takeover reserve Merger Relief reserve Total
Capital
£ £ £ £ £ £ £ £
At 31 December 2023 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
Translation difference - - - 605,016 - - - 605,016
Loss for the period - - (4,309,512) - - - - (4,309,512)
Total comprehensive income for the year - - (4,309,512) 605,016 - - - (3,704,496)
Shares issued (net of expenses) 121,662 2,028,080 - - - - - 2,149,742
Share based payments - - 372,628 - - - - 372,628
EBT shares transferred - - - - 48,163 - - 48,163
Transactions with owners in their capacity as owners 121,662 2,028.080 372,628 - 48,163 - - 2,570,533
At 31 December 2025 4,719,939 68,102,530 (32,529,246) (96,846) - (33,460,406) 23,516,542 30,252,513
Company Statement of Changes in Equity
for the year ended 31 December 2025
Share
Share premium Retained Relief
capital account earnings reserve Total
£ £ £ £ £
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
Loss for the year - - 316,028 - 316,028
Total comprehensive income for the year - - 316,028 - 316,028
Shares issued (net of expenses) 121,662 2,028,080 - - 2,149,742
Share based payments - - 372,628 - 372,628
Transactions with owners in their capacity as owners 121,662 2,028,080 372,628 - 2,522,370
At 31 December 2025 4,719,939 68,102,530 (47,334,160) 23,516,542 49,004,851
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2025
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 2025 were authorised for issue by the Board of the Directors on 26
May 2026 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
2025 or 2024 but is derived from the 2025 annual report and accounts.
Statutory accounts for 2024 have been delivered to the Registrar of Companies
and those for 2025 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 2025; 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. Group adjusted EBITDA is also referred to as post-IFRS 16 EBITDA.
The Group uses two measures of EBITDA for internal and external reporting:
- Group adjusted EBITDA (post-IFRS 16 EBITDA) - calculated after the
application of IFRS 16, under which operating lease expenses are replaced by
depreciation of right-of-use assets and interest on lease liabilities.
- Pre-IFRS 16 EBITDA - calculated before the application of IFRS16 including
lease expenses recognised within operating costs.
The reconciliation between Group adjusted EBITDA (post-IFRS 16 EBITDA) and
pre-IFRS 16 EBITDA is presented below:
2025 2024
£ £
Group adjusted EBITDA (post-IFRS 16 EBITDA) 6,245,675 4,834,107
Lease expenses recognised within operating costs under pre-IFRS 16 basis (3,656,809) (3,702,472)
Pre-IFRS 16 EBITDA 2,588,866 1,131,635
The accounting policies which follow set out those policies which apply in
preparing the financial statements for the year ended 31 December
2025.
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 and its subsidiary undertakings 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.
Reclassifications of comparative period financial information
In 2025, the Group identified that bank guarantees provided in relation to
rent agreements, amounting to £664,281 as at 31 December 2024, had previously
been presented within cash and cash equivalents. Management reassessed the
nature of these balances and concluded that they do not meet the definition of
cash and cash equivalents under IAS 7, as the balances are restricted and not
available for general operational use. Accordingly, the comparative Group
Balance Sheet as at 31 December 2024 has been revised to reclassify these
amounts from cash and cash equivalents to trade and other receivables.
The reclassification had the following impact on the comparative financial
statements:
- decrease in cash and cash equivalents: £664,281
- increase in non-current trade and other receivables: £664,281
There was no impact on the Group's net assets, profit for the year, earnings
per share or total cash flows. The adjustment also had no impact on the
presentation of the Statement of Cash Flows other than the comparative opening
and closing cash balances, which decreased by £608,978 and £664,281
respectively, with a corresponding increase in trade and other receivables.
In addition, in 2025 the Group changed the presentation of expected credit
losses recognised on financial assets in Group Income Statement and
presentation of provisions in Group Balance Sheet. Expected credit losses of
£67,876 are now presented separately within "Net impairment losses on
financial assets" in line with the requirements of IAS 1, while current
provisions of £169,002 and non-current provisions of £161,334 are presented
separately in Group Balance Sheet to improve clarity and consistency of
presentation.
These changes relate to presentation only and had no impact on the Group's
reported profit, net assets or cash flows.
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 2024, except for
the adoption of new standard, interpretations, and amendments to standards
effective as of 1 January 2025.
'The amendments and interpretations below were applied in 2025 and had no
significant impact on the accounting policies applied:
- Amendments to IAS 21 - Lack of Exchangeability
New standards and interpretations not applied
'Below amendments to standards are effective for annual periods beginning
after 1 January 2026 and earlier application is permitted. The Group has not
early adopted the new or amended standards in preparing these consolidated
financial statements:
International Accounting Standards ('IAS' Effective for the periods beginning on or after:
- Amendments to the Classification and Measurement of Financial Instruments - 1 January 2026
Amendments to IFRS 9 and IFRS 7
- Annual Improvements to IFRS Accounting Standards - Volume 11 (including 1 January 2026
amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent
Electricity)
- IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
- 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;
· Capitalised loan discounts: the life of sub-franchise agreements
of 10 years;
· Pizzeria 105 trademark: 5 years from the date of acquisition;
· Franchisee relationships: 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
2025. 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 impairment
testing of non-current assets such as right-of-use (ROU) assets and property,
plant and equipment. The updated approach is based on individual stores and
was implemented to better reflect the specific cash flows generated by
individual stores. The effect in the current period is £469k additional
impairment. It is impracticable to estimate the effect in future periods. In
prior years the assessment was conducted at the city cluster level. Goodwill
is assessed at country level.
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.
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 121 stores, four offices, two
commissaries, one storage 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 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 contracts 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 and franchisee fees received from sub-franchisees;
· Sales of materials and services to sub franchises;
· Rental income on leasehold property and
· Fixtures and equipment sales to sub-franchisees.
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.
These forecasts are based on a number of key assumptions, including expected
trading performance of existing stores, the timing and number of new store
openings, working capital requirements, and capital expenditure associated
with the ongoing store conversion programme. The forecasts also incorporate
assumptions regarding revenue growth, operating margins and cost inflation,
based on historical performance and current market conditions. 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 March
2025, the Group completed the acquisition of Pizzeria 105 network in Poland
and has commenced the conversion of these stores to Domino's Pizza brand,
supporting the Group's growth strategy. The Directors have also considered the
Group's available cash resources and committed financing facilities. In
November 2025, the Group entered into new financing facilities with BNP
Paribas, providing additional financial flexibility to support the operational
upgrade program and accelerate the conversion of Pizzeria 105 sites. Based on
the above, the Directors have confirmed that there are sufficient cash
reserves to fund the business for the period under review.
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
Purchase price allocation of the acquisition of Pizzeria 105 in 2025
The application of IFRS 3 in accounting for the acquisition required the
exercise of judgement by the Directors. The Directors assessed the nature and
attributes of the assets acquired, in particular the identification and
valuation of separable intangible assets. The Directors concluded that the key
identifiable intangible assets acquired comprise the Pizzeria 105 brand and
franchisee relationships, which together represent the primary drivers of
value in the business.
When assessing the allocation of the purchase price, management considered,
inter alia, the following factors:
- Separately identifiable intangible assets acquired - Consideration was given
to the existence of identifiable intangible assets within the acquired
business, including the Pizzeria 105 brand value and franchisee relationships.
The Pizzeria 105 network operates as a fully franchised business, and its
value is primarily derived from its established brand and the contractual
relationships with franchisees. These franchise agreements provide an ongoing
right to receive royalties and other income streams and are therefore
considered separable intangible assets.
- Value attributed to brand and franchisee relationships - The Pizzeria 105
brand represents an established market presence in Poland, while the
franchisee relationships reflect a stable network of franchise operators
generating recurring revenues. The Directors consider that substantially all
of the value of the acquired business is attributable to the expected future
cash flows arising from these assets.
- The remaining portion of the purchase price has been recognised as goodwill,
reflecting, inter alia, expected synergies, future growth potential and the
value of the assembled workforce, which do not meet the criteria for separate
recognition under IFRS 3.
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 recoverable
amount of the relevant cash-generating units, determined based on fair value
less costs of disposal. This requires estimation of future cash flows and the
selection of a suitable discount rate.
The valuation incorporates assumptions that market participants would use when
pricing cash-generating units. Cash flow projections are based on the Group's
internal forecasts, adjusted where appropriate to reflect market participant
assumptions and observable external data. 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 DP
Polska S.A. had a historical cost of £45.2m. With effect from 26 March 2025,
DP Polska S.A. acquired Mastergrupa Sp. z .o.o. 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 2025 year-end. Sensitivity
analysis has been performed to highlight the impact of assumptions on Polish
and Croatian CGU.
Amortised cost of sub-franchisee loan receivables and loan notes
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.
The carrying amounts of assets and liabilities affected by key sources of
estimation uncertainty are disclosed in the following notes:
- Impairment - see Note 15
- Sub-franchisee loan receivables - see Note 19
- Lease liability - see Note 22
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.
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.
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.
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.
Fixtures and equipment sales to sub-franchisees: The sale of fixtures and
equipment to sub-franchisees represents the sale of assets as part of the sale
of corporate stores to franchise operations in the course of the Group's
ordinary operations and strategic shift towards a fully franchised model.
Revenue is recognised at a point in time when control of the assets is
transferred to the sub-franchisee, typically on completion of the sale and
handover of the store. The transaction price reflects the agreed consideration
for the transfer of the store assets.
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:
2025 2024
£ £
Corporate store sales 52,229,429 50,662,418
Royalties received from sub-franchisees 1,019,589 428,438
Sales of materials and services to sub franchises 4,203,878 1,570,846
Rental income on leasehold property 837,416 325,029
Fixtures and equipment sales to sub-franchisees 3,385,016 656,811
61,675,328 53,643,542
Revenue by country:
2025 2024
£ £
Poland 58,247,089 50,534,248
Croatia 3,428,239 3,109,294
61,675,328 53,643,542
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 in Poland and Croatia, 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. The Board monitors the performance of the
two segments based on their contribution towards gross profit. 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
2025 2025 2025 2024 2024 2024
Restated
£ £ £ £ £ £
Corporate stores Commissary Group Corporate stores Commissary Group
Revenues from external customers 52,229,429 9,445,899 61,675,328 50,662,418 2,981,124 53,643,542
Cost of goods sold (15,765,322) (4,498,255) (20,263,577) (14,715,705) (1,599,143) (16,314,848)
Gross profit 36,464,107 4,947,644 41,411,751 35,946,713 1,381,981 37,328,694
Unallocated expenses (35,166,076) (32,494,587)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, 6,245,675 4,834,107
non-operating items, share based payments and store pre-opening expenses
Store pre-opening expenses (161,730) (159,995)
Other non-cash, non-recurring and non-operating items (240,618) (275,579)
Net impairment (losses)/reversals on financial assets (234,274) (67,876)
Depreciation and amortisation (5,450,581) (4,658,955)
Impairment of non-current assets (4,088,997) (616,386)
Reversal of impairment 278,513 953,367
Share based payments (372,628) (386,264)
Foreign exchange gains 37,127 227,011
Finance income 140,066 482,952
Finance costs (731,238) (883,512)
Loss before taxation (4,578,685) (551,130)
Operating Segment contribution - Poland
2025 2025 2025 2024 2024 2024
Restated
£ £ £ £ £ £
Corporate stores Commissary Poland Corporate stores Commissary Poland
Revenues from external customers 48,801,190 9,445,899 58,247,089 47,553,124 2,981,124 50,534,248
Cost of goods sold (14,829,487) (4,498,255) (19,327,742) (13,835,685) (1,599,143) (15,434,828)
Gross profit 33,971,703 4,947,644 38,919,347 33,717,439 1,381,981 35,099,420
Unallocated expenses (32,574,503) (30,306,627)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, 6,344,844 4,792,793
non-operating items, share based payments
and store pre-opening expenses
Store pre-opening expenses (112,382) (156,933)
Other non-cash, non-recurring and non-operating items (172,283) (127,894)
Net impairment (losses)/reversals on financial assets (234,274) (67,876)
Depreciation and amortisation (5,031,265) (4,267,602)
Impairment of non-current assets (4,088,997) (616,386)
Reversal of impairment 278,513 953,367
Share based payments (372,628) (386,264)
Foreign exchange gains 37,879 230,068
Finance income 140,066 482,946
Finance costs (596,843) (783,520)
Loss before taxation (3,807,370) 52,699
Operating Segment contribution - Croatia
2025 2025 2025 2024 2024 2024
£ £ £ £ £ £
Corporate stores Commissary Croatia Corporate stores Commissary Croatia
Revenues from external customers 3,428,239 - 3,428,239 3,109,294 - 3,109,294
Cost of goods sold (935,835) - (935,835) (880,020) - (880,020)
Gross profit 2,492,404 - 2,492,404 2,229,274 - 2,229,274
Unallocated expenses (2,591,573) (2,187,960)
Group adjusted EBITDA - excluding non-cash items, non-recurring items, (99,169) 41,314
non-operating items and store pre-opening expenses
Store pre-opening expenses (49,348) (3,062)
Other non-cash, non-recurring and non-operating items (68,335) (147,685)
Net impairment (losses)/reversals on financial assets - -
Depreciation and amortisation (419,316) (391,353)
Share based payments - -
Foreign exchange gains (752) (3,057)
Finance income - 6
Finance costs (134,395) (99,992)
Loss before taxation (771,315) (603,829)
The Group does not have reliance on any major
customers.
The chief operating decision maker monitors the performance of the Group's
operating segments based on gross profit. This measure excludes interest,
taxes, depreciation and amortization, non-cash items, non-recurring,
non-operating items, share based payments, store pre-opening expenses, and
other unallocated expenses, which primarily comprise central administrative
costs and head office expenses. As the chief operating decision maker does not
review segment performance at the net profit or loss level, information on
profit or loss below gross profit is not presented at the segment level.
4. LOSS BEFORE TAXATION
This is stated after charging
2025 2024
£ £
Auditors and their associates' remuneration 245,802 184,617
Directors' emoluments 425,603 340,559
Amortisation of intangible fixed assets 755,975 668,012
Depreciation of property, plant and equipment and right-of-use assets 4,694,606 3,990,943
Impairment of non-current assets 4,088,997 616,386
Reversal of impairment (278,513) (953,367)
5. OTHER NON-CASH, NON-RECURRING AND NON-OPERATING ITEMS
2025 2024
£ £
Pizzeria 105 advisory and conversion costs (493,148) -
Written down balances (203,248) (193,514)
Decommissioning provision (149,878) (111,590)
Costs incurred for stores closures (52,405) (180,953)
Release of lease liability for closed stores 644,454 -
Investments advisory and other costs - (379,783)
Vat refund - 660,391
Other non-cash and non-recurring items 13,607 (70,130)
(240,618) (275,579)
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.
2025 2024
£ £
Zero hours contract in stores 11,950,710 14,835,087
Wages and salaries and directors' fees 7,013,838 3,610,122
Social security costs 2,036,653 1,546,746
Share based payments 372,628 386,264
21,383,829 21,515,751
The average monthly number of employees during the year was as follows:
2025 2024
Number Number
Zero hours contract 1,950 2,194
Operational 157 153
Administration 58 64
Total 2,165 2,411
7. FINANCE INCOME
2025 2024
£ £
VAT refund - interests - 315,551
Unwinding of discount on loans to sub-franchisees 7,010 8,232
Finance income on sublease loans 86,966 48,302
Bank interest 46,090 110,867
140,066 482,952
8. FINANCE COST
2025 2024
£ £
Interest expense on lease liabilities 637,405 574,127
Other interest 93,833 309,385
731,238 883,512
Other financial costs mainly comprises interests on trade payables (2024:
interest paid according to loan note issued to Malaccan Holdings Ltd).
9. TAXATION
2025 2024
£ £
Current tax - -
Deferred tax credit (269,173) (39,042)
Total tax credit (269,173) (39,042)
2025 2024
£ £
Loss before tax (4,578,685) (551,130)
Tax credit calculated at applicable rate of 19% (869,950) (104,715)
Income not subject to tax (820,977) (2,674,914)
Expenses not deductible for tax purposes 5,486,361 6,860,913
Tax losses for which no deferred income tax asset was recognised (4,064,607) (4,120,326)
Total tax credit (269,173) (39,042)
10. LOSS ATTRIBUTABLE TO MEMBERS OF PARENT COMPANY
Profit relating to transactions in the financial statements of the parent
company was £316,028 (2024: £766,695).
11. LOSS PER SHARE
The loss per ordinary share has been calculated as follows:
2025 2025 2024 2024
£ £
Weighted average number of shares Profit / (loss) after tax Weighted average number of shares Profit / (loss) after tax
Basic 939,981,910 (4,309,512) 857,136,184 (512,088)
Diluted 939,981,910 (4,309,512) 857,136,184 (512,088)
At 31st December 2025 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
£
At 1 January 2024 12,387,143
Foreign exchange movements (12,877)
At 31 December 2024 12,374,266
Acquisition of 105 3,950,070
Foreign exchange movements 135,221
Impairment (260,733)
At 31 December 2025 16,198,824
Carrying amount Group
£
At 31 December 2025 16,198,824
As at 31 December 2025 the Group recognised goodwill related to Reverse
Takeover £12,127,453 (DP Polska SA goodwill) and acquisition of Pizzeria 105
£4,071,371.
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
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, which has been determined using a discounted cash flow model and is
categorised within Level 3 of the fair value hierarchy, as it incorporates
significant unobservable inputs. 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., FY26-FY30) 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 DP Polska SA CGU
used to calculate fair value is 13.1%. The discount rate for Pizzeria 105 CGU
is 14.0%. The discount rate for Croatia CGU used to calculate fair value is
12.1%. Costs are reviewed for inflation and other cost pressures. The
long-term growth rate used was 2.5% for DP Polska SA and Pizzeria 105 CGU and
2.0% for Croatia CGU. Based on this quantitative test, we determined that the
fair value of assets including goodwill of DP Polska SA and Pizzeria 105 CGUs
exceeded its carrying amount. After completing our annual impairment reviews,
we concluded that goodwill of these CGUs 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. Following completion of the annual
impairment review, a full impairment of goodwill on Croatia CGU was determined
and an impairment charge amounting to £260,733 was recognised accordingly.
The impairment on Croatia CGU was driven by slower than expected market
development, mainly due to delays in opening new stores arising from complex
administrative procedures, which negatively impacted forecast growth and
profitability.
13. INTANGIBLE ASSETS
Franchise fees Capitalised Franchisee 105
and intellectual Software Loan Relationships Trademark Total
property rights discount
Group £ £ £ £ £ £
Cost:
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 1 January 2025 7,441,416 1,787,253 150,990 - - 9,379,659
Acquisitions through business combinations 82,493 55,486 - 4,645,286 368,796 5,152,061
Foreign exchange movements 387,387 123,150 10,610 142,650 11,325 675,121
Additions 31,116 95,284 - - - 126,400
Disposals - (22,199) - - - (22,200)
At 31 December 2025 7,942,413 2,038,975 161,600 4,787,936 380,121 15,311,043
Impairment:
At 1 January 2024 22,552 - - - - 22,552
Foreign exchange movements (730) - - - - (730)
Additions 924 - - - - 924
Reversal - - - - - -
At 1 January 2025 22,746 - - - - 22,746
Foreign exchange movements 1,410 - - - - 1,410
Additions - - - - - -
Reversal - - - - -
Closure of stores (8,088) - - - - (8,088)
At 31 December 2025 16,069 - - - - 16,069
Amortisation
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 1 January 2025 5,348,195 1,355,452 123,020 - - 6,826,667
Acquisitions through business combinations 4,299 30,479 - - - 34,778
Foreign exchange movements 368,310 96,367 8,875 8,164 1,296 483,012
Amortisation charged for the year 168,731 170,656 9,934 350,931 55,722 755,975
Disposals - (13,405) - - - (13,405)
At 31 December 2025 5,889,535 1,639,549 141,829 359,095 57,018 8,087,026
Net book value:
At 31 December 2025 2,036,810 399,425 19,770 4,428,840 323,103 7,207,948
At 1 January 2025 2,070,475 431,801 27,970 - - 2,530,246
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 31.12.2025 net book value of MFA amounted to
£378,667 with remaining amortization period of 10 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 £1,448,517 as at 31.12.2025.
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.
Pizzeria 105 trademark and franchisee relationships intangible assets were
recognised as a result of Mastergrupa acquisition in March 2025. Pizzeria 105
trademark is being amortised over an estimated useful life of five years,
while franchisee relationships are being amortised over an estimated useful
life of ten years.
The Group has performed an annual impairment test and the recoverable amount
of DP Polska SA, Pizzeria 105 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 (13.1% for Polish Domino's CGU, 14.0% for Pizzeria 105 CGU and
12.1% for AAP CGU), future store openings and the average Polish Zloty and
Euro exchange rate for the year ended 31 December 2025. The fair value
calculation indicates that no impairment is required. As at 31 December 2025,
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 DP Polska SA CGU:
- a 100bps increase in the discount rate reduces
headroom to £8.5m,
- a 100bps decrease in the perpetual growth rate
reduces headroom to £9.4m,
- a 100bps increase in the discount rate and a
1000bps decrease in the perpetual growth rate reduces headroom to £6.4m.
Sensitivity analysis has been performed to highlight the impact of assumptions
on AAP CGU:
- a 100bps increase in the discount rate reduces
headroom to £0.0m,
- a 100bps decrease in the perpetual growth rate
reduces headroom to £0.1m,
- a 100bps increase in the discount rate and a
1000bps decrease in the perpetual growth rate results in no remaining
headroom.
Following completion of the annual impairment review, goodwill on Croatia CGU
was determined to be impaired and an impairment charge amounting to £260,733
was recognised accordingly. Please refer to Note 12.
Sensitivity analysis has been performed to highlight the impact of assumptions
on Pizzeria 105 CGU:
- a 100bps increase in the discount rate reduces
headroom to £1.1m,
- a 100bps decrease in the perpetual growth rate
reduces headroom to £1.4m,
- a 100bps increase in the discount rate and a
1000bps decrease in the perpetual growth rate reduces headroom to £0.4m.
14. PROPERTY, PLANT AND EQUIPMENT
Fixtures Assets
Leasehold fittings and under
property equipment construction Total
Group £ £ £ £
Cost:
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 1 January 2025 11,775,689 10,967,542 607,214 23,350,445
Acquisitions through business combinations - 19,514 - 19,514
Foreign exchange movements 715,024 721,035 61,627 1,497,685
Additions 2,072,760 660,304 1,491,856 4,224,919
Disposals (869,710) (643,871) - (1,513,581)
Transfer to inventories (1,602,283) (1,004,010) - (2,606,293)
Transfers - 623,363 (623,363) -
At 31 December 2025 12,091,480 11,343,876 1,537,334 24,972,690
Impairment:
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 1 January 2025 913,032 - - 913,032
Foreign exchange movements 75,632 - - 75,632
Additions 1,648,437 - - 1,648,437
Reversal (170,155) - - (170,155)
Closure of stores (327,276) - - (327,276)
At 31 December 2025 2,139,670 - - 2,139,670
Depreciation:
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 1 January 2025 6,745,328 7,115,920 - 13,861,248
Acquisitions through business combinations - 3,644 - 3,644
Foreign exchange movements 363,456 493,869 - 857,325
Depreciation charged for the year 786,420 1,143,446 - 1,929,866
Disposals (724,264) (544,228) - (1,268,492)
Transfer to inventories (665,098) (512,493) - (1,177,591)
At 31 December 2025 6,505,841 7,700,159 - 14,206,000
Net book value:
At 31 December 2025 3,445,969 3,643,717 1,537,334 8,627,020
At 31 December 2024 4,117,330 3,851,623 607,214 8,576,167
Impairment losses and reversals recognised during the year ended 31 December
2025 relate to property, plant and equipment used in retail stores. Impairment
testing was performed at the level of individual stores, which represent the
Group's cash-generating units (CGUs), and was based on the financial
performance of individual stores and updated forecasts of their future
results. Impairment is recognised where the discounted future cash flows of a
CGU, determined on a value-in-use basis, do not support its carrying value,
primarily in relation to stores located in less mature regions with lower
network density, where forecast profitability remained below expectations due
to lower market penetration and limited operational leverage. Reversals of
impairment are recognised where forecast future performance improves on a
sustained basis such that the discounted future cash flows exceed the current
carrying value of the CGU driven by increasing market penetration, higher
order volumes and improved operational efficiency.
During the year, the Group recognised impairment charges relating to 22 stores
in Poland amounting to £990,680. The aggregate recoverable amount of these
stores was £1,861,747. In addition, impairment reversals of £170,155 were
recognised for 5 stores in Poland, with an aggregate recoverable amount of
£1,203,137. Within the Croatia segment, impairment charges of £657,757 were
recognised for 4 stores, with an aggregate recoverable amount of £1,382,407.
The recoverable amount of the CGUs was determined based on value in use,
calculated using discounted future cash flows. The cash flow projections are
based on management forecasts covering a period of 5 years, with a terminal
growth rate of 2.5% for stores in Poland and 2.0% for stores in Croatia
applied. Key assumptions used in the impairment tests include forecast
revenues, EBITDA margins and growth rates, based on historical performance and
management expectations. Pre-tax discount rate applied in 2025 was 11.7% for
stores in Poland and 10.6% for stores in Croatia.
In November 2025, DP Polska S.A. has agreed new financing arrangements with
BNP Paribas Bank Polska S.A., which includes (i) a five-year non-revolving
loan facility of up to PLN 5 million, (ii) a one-year overdraft facility of up
to PLN 7 million, and (iii) a one-year revolving framework agreement of PLN 3
million. DP Polska S.A. acted as borrower, with Mastagrupa S.A. providing
guarantees.
As at 31 December 2025, the Group pledged certain assets as security for bank
borrowings with BNP Paribas Bank Polska S.A. The security comprises a
registered pledge over a collection of movable assets and rights forming part
of the Group's business (floating charge), with a carrying amount of PLN 38.0
million (£7.9 million). The pledge secures liabilities up to PLN 18.0 million
(£3.7 million). The pledged assets primarily include property, plant and
equipment and inventories, together with standard security over bank accounts.
The Group retains possession and use of these assets in the ordinary course of
business.
15. NON CURRENT ASSET INVESTMENTS
Group Company
£ £
Investments in Group undertakings
At 1 January 2024 - 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
Investment in subsidiary company - DP Polska S.A. - 2,272,837
Investment in subsidiary company - DP Polska S.A. ** - 2,360,721
Investment in subsidiary company - capital contribution - 283,005
At 31 December 2025 - 47,015,686
*A £8.5m investment was committed to the acquisition of Pizzeria 105 and the
network expansion through new store openings.
** A £2.4m investment represents increased investment in DP Polska S.A. by
virtue of the equity issue on DP Polska S.A. behalf as a part of consideration
for Pizzeria 105 acquisition
Investments in Group undertakings are recorded at cost, which is the fair
value of the consideration paid.
The parent company's investment in Polish subsidiary DP Polska S.A. have a
historical cost of £45.2m and investment in Croatian subsidiary, i.e., All
About Pizza d.o.o., has a historical cost of £2.4m. Dominium S.A. was merged
with DP Polska S.A. on 01 July 2025. 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
Mastergrupa Sp. z o.o. Operation of Pizza delivery restaurants Poland Ordinary 100*
All About Pizza d.o.o. Operation of Pizza delivery restaurants Croatia Ordinary 100
* Mastergrupa Sp. z o.o. is a 100% subsidiary of DP Polska S.A.
DP Polska S.A. holds 100% of the share capital of Mastergrupa Sp. z o.o. The
acquisition of Mastergrupa Sp. z o.o. was completed on 26th March 2025.
The registered office of DP Polska S.A. is: 30 Dabrowiecka Street, 03-932
Warsaw, Poland.
The registered office of Mastergrupa Sp. z o.o. is: 12 Księdza Kardynała
Stefana Wyszyńskiego Street, 28-100 Busko-Zdrój, Poland.
The registered office of All About Pizza d.o.o. is: 1 Kneza Mislava Street,
Zagreb,
Croatia.
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 a loan of €200,000 (equivalent to £168,620) to AAP
in August 2022 following the acquisition (£199,081 outstanding as at
31.12.2025), 3 loans in 2024 for the total amount of €303,000 (equivalent to
£255,513) (£278,812 outstanding as at 31.12.2025) and 3 loans in 2025 for
the total amount of €1,174,295 (equivalent to £1,022,441) (£1,022,375
outstanding as at 31.12.2025). The loans are repayable by 30.06.2026, are
unsecured with an interest rate of EURIBOR (one year) plus a margin 1% and
have been discounted to a market rate of 4.24% in accordance with IFRS
9.
17. ACQUISITION OF MASTERGRUPA SP. Z O.O.
On 26 March 2025, DP Polska S.A. (the "acquirer"), a subsidiary of DP Poland
PLC, entered into a share purchase agreement pursuant to which DP Polska S.A.
acquired the entire issued share capital of the Pizzeria 105 business
(Mastergrupa Sp. z o.o.). The acquisition was undertaken to expand the Group's
presence in the Polish market and accelerate the development of its franchise
network.
The fair value of consideration transferred by DP Polska S.A. is as follows:
Type of consideration £
Cash consideration 5,797,721
Equity consideration (23,582,322 ordinary shares at 9.1 pence) 2,145,992
Total consideration transferred 7,943,713
Fair value of identifiable net assets acquired
Note 26 March 2025
£
Intangible assets 25,680
Property, plant and equipment 15,948
Right of use assets for Mastergrupa's office building 105,979
Inventories 13,556
Trade and other receivables 176,784
Cash and cash equivalents 13,844
Trade and other payables (114,563)
Lease liabilities - current (27,589)
Lease liabilities - non-current (78,390)
Borrowings (199,013)
Total identifiable net assets (67,764)
Identifiable intangible asset -Trademark Pizzeria 105 13 368,796
Identifiable intangible asset - Franchisee Relationships 13 4,645,286
Deferred tax liability on Trademark Pizzeria 105 18 (70,071)
Deferred tax liability on Franchisee Relationships 18 (882,604)
Goodwill 12 3,950,070
Consideration paid by DP Polska S.A. 7,943,713
Mastergrupa revenue post-acquisition 1,194,697
Mastergrupa PBT post-acquisition 716,846
Acquisition expenses and conversion costs
The advisors' and other costs incurred by DP Poland PLC in acquiring
Mastergrupa Sp. z o.o. amounted to £183,954 in 2025 and were recognised in
Group income statement within other non-cash, non-recurring and non-operating
items.
The acquisition presents an opportunity for Pizzeria 105 franchisees to join
the Domino's network. Transition costs related to the conversion of Pizzeria
105 franchisees to Domino's amounted to £309,194 in 2025.
Trade and other receivables and Trade and other payables
The Directors consider that the gross contractual amounts of trade and other
receivables and trade and other payables are not materially different to the
fair values. The best estimate at the acquisition date of contractual cash
flows not expected to be collected was immaterial.
Borrowings
Borrowings of Mastergrupa represent liabilities for bank loans to mBank S.A.,
PKO BP S.A. and DP Polska S.A. Borrowings were repaid in 2025.
Identifiable intangible assets: Trademark Pizzeria 105 and Franchisee
Relationships
As part of the purchase price allocation, the Group identified certain
intangible assets separately from goodwill. These relate to Pizzeria 105
trademark and franchisee relationships, which were recognised at their fair
values at the acquisition date.
Pizzeria 105 trademark represents the value associated with the brand and its
recognition in the market. Franchisee relationships represent the value
attributable to the established relationships with franchisees operating under
the Pizzeria 105 brand at the acquisition date.
These intangible assets were recognised separately from goodwill as they meet
the criteria for recognition under IFRS 3 Business Combinations. The fair
values of these assets were determined using income approach based on expected
future cash flows. Pizzeria 105 trademark is being amortised over an estimated
useful life of five years, while franchisee relationships are being amortised
over an estimated useful life of ten years.
Goodwill
An excess of consideration (as determined under IFRS 3) which was paid by the
accounting acquirer over the fair value of the assets and liabilities acquired
was attributed to goodwill, which arises primarily from expected synergies,
future growth potential and the value of the assembled workforce, which do not
meet the criteria for separate recognition under IFRS 3. None of the goodwill
recognised is expected to be deductible for tax purposes.
The Group has performed impairment review of goodwill at the reporting period
end. The review included discounted cash flow projections to determine the
recoverability of goodwill. We compared the carrying amount of the assets,
inclusive of goodwill, to its respective fair value. Significant assumptions
inherent in the valuation methodologies are employed and include, but are not
limited to, prospective financial information, growth rates, terminal value
and discount rates. Based on this quantitative test, we determined that the
fair value of assets exceeded its carrying amount. After completing our annual
impairment reviews we concluded that goodwill was not impaired.
18. DEFERRED TAX
The Group has unused tax losses of £9,025,296 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: £64,556 in 2026. UK tax losses
carried forward at the balance sheet date were £6,809,995. AAP tax losses
carried forward at the balance sheet date were £2,150,745. Under Croatian
law, losses can only be carried forward for five years.
Deferred tax assets in DP Polska S.A. relating to tax losses carried forward
have been recognised only to the extent of deferred tax liabilities expected
to reverse in the same tax jurisdiction and within the period in which the
deferred tax assets can be utilised. Although the entity incurred tax losses
in the current and preceding periods, management considers the recognised
deferred tax assets to be recoverable as their utilisation is supported by the
reversal of existing taxable temporary differences and therefore does not rely
on future taxable profits in excess of those amounts. The Group reviews the
carrying amount of deferred tax assets at each reporting date.
Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Deferred tax liability
PPE and Intangible assets (1,444,071) (530,729) - -
Trade and other payables (10,401) (123) - -
Deferred tax liability (1,454,472) (530,852) - -
Deferred tax asset 330,541 - - -
Movements in deferred tax
PPE and Intangible assets Trade and other payables
Total
£ £ £
At 31 December 2024 (530,729) (123) (530,852)
Credited to equity 90,665 (242) 90,423
Credited to profit and loss 279,209 (10,036) 269,173
Arising on business combination (952,675) - (952,675)
At 31 December 2025 - deferred tax liability (1,444,071) (10,401) (1,454,472)
At 31 December 2025 - deferred tax asset 330,541 - 330,541
At 31 December 2025 - deferred tax net (1,113,530) (10,401) (1,123,931)
19. TRADE AND OTHER
RECEIVABLES
Group Group Company Company
2025 2024 2025 2024
Restated
£ £ £ £
Current
Trade receivables 2,305,875 1,561,331 - -
Trade receivables from subsidiaries - - 225,000 75,000
Other receivables 374,005 1,616,031 25,041 17,619
Prepayments and accrued income 277,477 346,837 46,612 52,862
2,957,357 3,524,199 296,653 145,481
Non-current
Other receivables 5,517,391 1,560,979 - -
At 31 December 8,474,748 5,085,178 296,653 145,481
Other non-current receivables include loans to sub-franchisees which are
repayable over between three and eight years and bank guarantees relating to
store lease agreements. The underlying lease agreements have durations ranging
from one to five years, while the related bank guarantees are typically issued
for periods of less than one year and renewed annually over the term of the
respective lease. Other current receivables include mainly 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. 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.
Please refer to Note 1 for details of the restatement of comparative
information.
20. INVENTORIES
Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Raw materials and consumables 1,361,719 1,205,586 - -
At 31 December 1,361,719 1,205,586 - -
The amount of inventories recognised as an expense during the year was
£16,109,612 (2024: £14,410,082), and is included within cost of goods sold
in the Group income statement.
21. LEASES
Right of Use Assets
Leasehold
property Total
Cost: £ £
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 1 January 2025 22,463,784 22,463,784
Acquisitions through business combinations 105,456 105,456
Foreign exchange movements 1,547,383 1,547,383
Additions 3,187,956 3,187,956
Closure of stores (3,948,723) (3,948,723)
At 31 December 2025 23,355,856 23,355,856
Impairment:
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 1 January 2025 1,833,358 1,833,358
Foreign exchange movements 148,128 148,128
Additions 2,179,827 2,179,827
Reversal (108,358) (108,358)
Closure of stores (796,902) (796,902)
At 31 December 2025 3,256,053 3,256,053
Accumulated depreciation
At 1 January 2023 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 1 January 2024 13,655,836 13,655,836
Foreign exchange movements 944,927 944,927
Depreciation charged for the year 2,764,740 2,764,740
Disposals (3,210,010) (3,210,010)
At 31 December 2024 14,155,493 14,155,493
Carrying amount
At 31 December 2025 5,944,310 5,944,310
At 1 January 2025 6,974,590 6,974,590
* Other changes include change of cost due to updates in lease payments and
discount rates
At the Balance sheet date, the Group leased 121 stores, four offices, two
commissaries, one storage and a number of vehicles. Leases generally have an
initial term of 5 years, with an option to extend for an additional period of
between 5 and 10 years.
2025 2024
Amounts recognised in profit and loss £ £
Depreciation expense on right-of-use assets 2,764,740 2,764,740
Interest expense on lease liabilities 637,405 574,127
2025 2024
£ £
The total cash outflow for leases amounted to 4,082,024 4,025,137
The Group applies the recognition exemptions permitted under IFRS 16 for
leases of low-value assets. Payments related to these leases are recognised as
an expense in Income Statement on a straight-line basis over the lease term.
£345,630 has been recognised in Income Statement in 2025 (2024: £331,608)
for low value lease assets.
Impairment losses and reversals recognised during the year ended 31 December
2025 relate to right-of-use assets associated with retail store leases.
Impairment testing was performed at the level of individual stores, which
represent the Group's cash-generating units (CGUs), and was based on the
financial performance of individual stores and updated forecasts of their
future results. Impairment is recognised where the discounted future cash
flows of a CGU, determined on a value-in-use basis, do not support its
carrying value, primarily in relation to stores located in less mature regions
with lower network density, where forecast profitability remained below
expectations due to lower market penetration and limited operational leverage
. Reversals of impairment are recognised where forecast future performance
improves on a sustained basis such that the discounted future cash flows
exceed the current carrying value of the CGU driven by increasing market
penetration, higher order volumes and improved operational efficiency.
During the year, the Group recognised impairment charges relating to 22 stores
in Poland amounting to £1,734,985. The aggregate recoverable amount of these
stores was £1,861,747. In addition, impairment reversals of £108,358 were
recognised for 5 stores in Poland, with an aggregate recoverable amount of
£1,203,137. Within the Croatia segment, impairment charges of £444,842 were
recognised for 4 stores, with an aggregate recoverable amount of £1,382,407.
The recoverable amount of the CGUs was determined based on value in use,
calculated using discounted future cash flows. The cash flow projections are
based on management forecasts covering a period of 5 years, with a terminal
growth rate of 2.5% applied for stores in Poland and 2.0% for stores in
Croatia. Key assumptions used in the impairment tests include forecast
revenues, EBITDA margins and growth rates, based on historical performance and
management expectations. The discount rate applied in 2025 was 11.7% for
stores in Poland and 10.6% for stores in Croatia.
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 £837,416 (2024: £325,029).
Future minimum rentals receivable under non-cancellable operating leases as at
31 December are, as follows:
2025 2024
Maturity analysis £ £
Within one year 640,941 217,788
1 - 2 years 566,782 135,891
2 - 3 years 439,003 91,486
3 - 4 years 267,190 37,081
4 - 5 years 105,875 -
At 31 December 2,019,791 482,246
22. LEASE LIABILITIES
2025 2024
£ £
Total lease liabilities 8,657,302 8,318,411
Analysed as:
Non-current 5,279,238 5,124,169
Current 3,378,064 3,194,242
2025 2024
Maturity analysis £ £
Within one year 3,267,295 3,318,382
1 - 2 years 2,475,442 2,352,711
2 - 3 years 1,730,831 1,534,047
3 - 5 years 1,803,451 1,587,711
Onwards 395,095 504,891
For the year ended 31 December 2025, the average effective borrowing rate was
7.1 per cent. 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 2025 is
estimated to be £8,657,302 using 7.1% discount rate (2024: £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.
23. EQUITY
"Called up share capital" represents the nominal value of equity shares
issued. The increase in share capital in 2025 relates to shares issued as part
of the consideration for the acquisition of Mastergrupa and share options
exercised in March 2025.
"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.
24. CASH AND CASH EQUIVALENTS
Group Group Company Company
2025 2024 2025 2024
Restated
£ £ £ £
Cash at bank and in hand 1,439,103 10,663,270 292,016 3,642,362
At 31 December 1,439,103 10,663,270 292,016 3,642,362
Please refer to Note 1 for details of the restatement of comparative
information.
25. TRADE AND OTHER PAYABLES
Group Group Company Company
2025 2024 2025 2024
£ £ £ £
Current
Trade payables 5,591,310 3,933,542 14,673 25,740
Other payables 709,465 630,899 - -
Accrued expenses 2,465,059 2,053,942 85,098 127,000
At 31 December 8,765,834 6,618,383 99,771 152,740
26. PROVISIONS
1st January 2025 Provisions made in the period Amounts Provisions reversal Foreign exchange movements 31st December 2025
used
£ £ £ £ £ £
Current
Dismantling provision 109,682 149,878 (81,894) - 9,289 186,955
Legal claims 20,678 - (21,627) - 949 -
Other 38,643 - (48,466) (678) 1,572 (8,929)
169,002 149,878 (151,987) (678) 11,811 178,026
Non-current
Dilapidation provision 161,334 101,045 - - 13,687 276,066
161,334 101,045 - - 13,687 276,066
Total 330,336 250,923 (151,987) (678) 25,498 454,092
As at 31 December 2025, the Group had provisions recognised for dismantling
obligations, dilapidation costs and legal claims. These provisions represent
present obligations arising from past events and are measured based on
management's best estimate of the expected future outflows.
The dismantling and dilapidation provisions relate to leased premises, with
management assuming continuation of operations and expected lease extensions.
It is based on estimated reinstatement costs, timing assumptions and discount
rates, and is updated regularly. They are expected to be settled at the end of
the related asset useful lives or lease terms signed mainly for 5 years with
prolongation to the following 5 years.
The measurement of provisions involves estimates regarding the timing and
amount of future cash outflows. The Group does not expect any significant
reimbursements related to these provisions.
27. ANALYSIS OF MOVEMENTS IN NET FUNDS
1 January Cash Non Foreign Acquisition 31
2024 flows cash exchange of December
movements Movements business 2024
Restated Restated Restated
£ £ £ £ £ £
Cash and cash equivalents 1,279,487 9,383,785 - (2) - 10,663,270
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)
Total net funds / (net debt) (15,275,270) 20,208,112 (2,790,107) 202,124 - 2,344,859
1 January Cash Non Foreign Acquisition 31
2025 Flows cash exchange of December
movements movements business 2025
£ £ £ £ £ £
Cash and cash equivalents 10,663,270 (3,440,290) - - (5,783,877) 1,439,103
Lease liabilities (current and non-current) (8,318,411) 3,736,394 (3,995,023) 25,717 (105,979) (8,657,302)
Total net funds / (net debt) 2,334,859 296,104 (3,995,023) 25,717 (5,889,856) (7,218,199)
Non-cash movements mainly relate to changes in lease agreements periods and
other terms.
28. FINANCIAL INSTRUMENTS
Categories of financial instruments
2025 2024
Amortised cost Amortised cost
Restated
£ £
GROUP
Financial Assets
Cash and cash equivalents 1,439,103 10,663,270
Trade receivables 2,305,875 1,561,331
Other receivables - current 374,005 1,616,031
Other receivables - non current 5,517,391 1,560,979
Total 9,636,374 15,401,611
Financial Liabilities
Trade payables (5,591,310) (3,933,542)
Other liabilities - current (183,135) (630,899)
Lease liabilities - current (3,378,064) (3,194,242)
Lease liabilities - non current (5,279,238) (5,124,169)
Accruals - current (3,445,481) (2,278,787)
Total (17,877,228) (15,161,639)
Net (8,240,854) 239,972
2025 2024
Amortised cost Amortised cost
£ £
COMPANY
Financial Assets
Cash at bank 292,016 3,642,362
Trade receivables from subsidiaries 225,000 75,000
Other receivables 71,653 70,481
Total 588,669 3,787,843
Financial Liabilities
Other payables (14,673) (25,740)
Accruals (85,098) (127,000)
Total (99,771) (152,740)
Net 488,898 3,635,103
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
2025 2025 2025 2024 2024 2024
Lease liabilities Trade and other payables Total Lease liabilities Trade and other payables Total
Restated Restated
£ £ £ £ £ £
Due within one year 3,267,295 8,765,834 12,033,129 3,318,382 6,843,228 10,161,610
Due within two to five years 6,009,724 - 6,009,724 5,474,469 - 5,474,469
Due after five years 395,095 - 395,095 504,891 - 504,891
9,672,114 8,765,834 18,437,948 9,297,742 6,843,228 16,140,970
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
2025 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:
2025 2024
Assets £ £
Polish Zlotys 8,940,061 11,318,675
Euro 610,121 718,531
Sterling 363,669 3,711,242
US dollar - -
Liabilities
Polish Zlotys 11,544,022 14,022,977
Euro 4,497,731 1,321,674
Sterling 94,355 147,324
US dollar 760,698 -
The Company's financial assets and liabilities are denominated in its
functional currency (Sterling). Accordingly, the Company is not exposed to
material foreign currency risk and no sensitivity analysis has been presented
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
£1,450,454.
2025 2024
£ £
20% weakening of Polish Zloty (520,792) (540,860)
20% weakening of Euro (777,522) (120,629)
20% weakening of US dollar (152,140) -
(1,450,454) (661,489)
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 2025, hence interest rate risk is not applicable to
the Group. DP Polska S.A., a subsidiary of DP Poland PLC, signed new financing
arrangements with BNP Paribas Bank Polska S.A. with floating interest rates in
November 2025. However, no drawdown of the loan facility had been made as at
31 December 2025.
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 subfranchisees.
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 undergone
the franchisee selection process, which includes credit assessment procedures
considered sufficiently robust to support appropriate credit verification at
inception. Notwithstanding these controls, the Group recognises that credit
risk cannot be fully eliminated and therefore performs ongoing monitoring of
franchisee performance and applies the expected credit loss model to loans to
sub-franchisees. As a result of this assesment, expected credit losses were
recognised in respect of loans to sub-franchisees in the amount of
£45,892(2024: £67,876).
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.
The Company's financial assets primarily comprise intercompany receivables and
cash and cash equivalents. The maximum exposure to credit risk at the
reporting date is equal to their carrying amount. Credit risk relating to
intercompany balances to subsidiaries is considered low, as these balances are
with entities within the Group and are subject to ongoing monitoring and
centralised treasury management.
Credit risk relating to cash balances is considered negligible, as the Company
transacts only with repuable financial institutions with high 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.
For loans grated to franchisees, 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). A 12-month ECL represents the portion of lifetime expected credit losses
resulting from default events that are possible within 12 months after the
reporting date. 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). The
ECL calculation is based on management assumptions, including probability of
default, loss given default, expected recovery values and forward-looking
information.
Historic credit loss experience, adjusted for forward-looking factors specific
to the debtors, the economic environment and relevant contractual protections
and recovery mechanisms in respect of sub-franchisees are also taken into
account. These include the Group's rights under franchise and lease
agreements, which enable the Group to terminate agreements and regain control
of the store in the event of sub-franchisee default. 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.
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.
The movement in the allowance for doubtful debts during the year is as
follows:
2025 2024
£ £
Balance at 1 January 280,587 291,680
Impairment loss made during the year 227,882 -
Reversal of previously recognised impairment loss (293,476) (1,889)
Foreign exchange movements 24,732 (9,204)
Balance at 31 December 239,725 280,587
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 2025 1,471,577 291,866 108,355 71,924 362,153 2,305,875
31 December 2024 1,503,784 12,580 37,523 2,188 5,256 1,561,331
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.
29. SHARE CAPITAL
2025 2024
£ £
Called up, allotted and fully paid:
943,987,674 (2024: 919,655,352) Ordinary shares of 0.5 pence each 4,719,939 4,598,277
Movement in share capital during the period
Nominal
Number value Consideration
£ £
At 1 January 2024 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
Shares issued for Pizzeria 105 acquisition 23,582,322 117,912 2,145,992
Share options exercised 2025 750,000 3,750 3,750
At 31 December 2025 943,987,674 4,719,939 99,305,992
The ordinary shares carry one voting right per share and no right to fixed
income.
DP Poland Employee Benefit Trust ("EBT")
EBT was terminated on 08 December 2025. There were no shares held by the EBT
as at 31 December 2025 (2024: 236,866 shares).
30. SHARE BASED PAYMENTS
Group Group
2025 2024
£ £
Share based payments expense 372,628 386,264
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.
No new share options were awarded in 2025. Assumptions used in the valuation
of share option awarded in 2024 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:
2025 2024
Share Incentive Plan - -
Other Share Options 372,628 386,264
Long Term Incentive Share Option Plan - -
372,628 386,264
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
31.12.24
in period
in period
in period
31.12.25
price
No.
No.
No.
No.
No.
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
Stock option plan 28 February 2022 0.5 pence 750,000 - 750,000 - -
Stock option plan 14 June 2022 8 pence 51,743,533 - - - 51,743,533
The weighted average remaining contractual life of outstanding share options
is 6.9 years (2024: 8.3 years). The number share options exercisable at 31
December 2025 was 52,252,733 with a weighted average exercise price of 8 pence
(2024: 53,902,823 shares with a weighted average exercise price of 8 pence).
The weighted average share price at the date of exercise for share options
exercised during the year was 0.5 pence (2024: 0.5 pence).
31. COMMITMENTS AND CONTINGENCIES
As of 31 December 2025, 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
Wrocław, signed on 29 September 2025, and in Kraków, signed on 03 November
2025 (2024: two lease agreements for corporate stores in Włocławek and in
Poznań).
32. 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
2025 2024
£ £
Short-term employee benefits 711,376 627,485
Share-based payments 372,628 386,264
At 31 December 1,084,004 1,013,749
The Company made a charge of £150,000 to DP Polska S.A. for management
services provided in 2025. The balance owed by DP Polska S.A. to DP Poland plc
as at 31 December 2025 was £225,000 (2024: £75,000).
33. EVENTS AFTER THE BALANCE SHEET DATE
On 5 February 2026, the Company was notified by Domino's Pizza Group plc
("DPG") of a change to its Board representative. Derk ("Stoffel") Thijs
stepped down from his role as DPG's Board representative following his
departure from DPG, although he will continue to serve as a non-executive
director of the Company.
On 9 March 2026, following completion of regulatory and due diligence
procedures by the Company's Nominated Adviser, David Telford, Director of
Group Finance at DPG, was appointed to the Board as a Non-Executive Director
and Board representative of DPG in accordance with the Subscription Agreement
disclosed in the April 2024 Circular.
In 2026, increasing geopolitical tensions in the Middle East, including
developments involving Iran, have contributed to heightened uncertainty in
global markets. While the Group does not have direct operations in the region,
any escalation of the conflict may affect global supply chains, energy prices
and inflation levels, which could indirectly impact the Group's operating
costs. The Group continues to monitor the situation closely.
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. END FR FZGZKNNRGVZM
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