Building The
Home of Homes:
Delivery and
Ambition
Dunelm Group plc
Annual Report and Accounts 2025
Home of Homes:
Delivery and
Building The
Home of Homes:

Our investment
proposition
See how we are
driving sustainable
growth on page 4
Our investment
See how we are
driving sustainable
page 4
Contents
Strategic report
1 Performance highlights 2025
2 About us
4 Our investment proposition
5 Our strategy
6 Strategy in action:
Elevate our product offer
8 Chair’s statement
10 Our business model
13 Navigating an evolving landscape
14 Strategy in action:
Connect with more customers
16 Stakeholder engagement
21 Section 172(1) statement
22 Strategy in action:
Harness our operational capabilities
24 CEO’s review
30 Key performance indicators
32 CFO’s review
36 Risks and risk management
38 Principal risks & uncertainties
44 TCFD report
53 Non-financial and sustainability
information statement FY25
57 Going concern and viability statement
Governance report
59 Chair’s introduction to corporate governance
61 Directors and officers
64 Board dashboard and activities
68 Our culture and values
70 Governance framework
74 Nomination Committee report
80 Audit and Risk Committee report
87 Remuneration at a glance
88 Remuneration Committee report
114 Compliance with the UK Corporate
Governance Code
115 Directors’ report
119 Statement of Directors’ responsibilities
Financial statements
121 Independent auditors’ report
127 Consolidated financial statements
152 Parent Company financial statements
Other information
158 Alternative performance measures (APMs)
159 Advisers and contacts
Read our Sustainability Report 2025 here and find
out more at
corporate.dunelm.com/sustainability
Growing sustainably
Understand how we are applying our Good &
Circular approach to sustainability
How to use this Annual Report
Where you see QR codes,
scan to watch videos online
Links to other content within this report
Link to content within
the Sustainability Report 2025
Link to content online
Relevant products
See our latest ranges
for the upcoming
season, with
innovative new
styles and designs
Strategy in action
Discover how we
are building
The Home of Homes
through transforming
our Click & Collect
proposition on page 22

Building The
Home of Homes:
Delivery and Ambition
We have delivered good and sustainable
growth in sales, profit and market share.
Putting our strategy into action, we’ve also
made strong progress with our growth plans,
through multiple improvements to our
customer offer.
As an ambitious company, with a vision
to build the UK’s most trusted and
valued brand for homewares and
furniture, we continue to see many
opportunities for our business.
Our Performance
Read more about our
key performance
indicators on page 30
Performance highlights 2025
Financial Non-financial
Total sales
£1,771m
FY24 £1,706m
Total sales growth
+3.8%
FY24 +4.1%
Market share
2
7.9%
F Y24 7.7%
Active customer
growth
3
+0.8%
FY24 +5.1%
Gross margin
52.4%
FY24 51.8%
Profit before tax
£211m
FY24 £205m
Employee net
promoter score
4
+7pts
FY24 -10pts
Ethnic diversity of
role-model leaders
5
6.5%
FY24 5.8%
Free cash flow
1
£127m
FY24 £132m
Ordinary dividend
per share
44.5p
FY24 43.5p
Scope 1 carbon
intensity vs FY19
6
-54%
FY24 -53%
Own-brand products
‘Conscious Choice’
7
52%
FY24 26%
1. Net cash generated from operating activities less capex (net of disposals), net interest paid (including leases)
and loan transaction costs, and repayment of principal element of lease liabilities.
2. Based on GlobalData UK combined homewares and furniture markets, excluding kitchen cabinetry and
bathroom furniture, for the 12 months to June 2025.
3. Year-on-year growth in unique active UK customers who have transacted at least once in the 12 months to
June 2025. Management estimates using Barclays data.
4. Score based on responses to the question ‘How likely are you to recommend Dunelm as a place to work’ from
our colleague survey which we conduct bi-annually (score does not include Republic of Ireland).
5. ‘Role-model leaders’ are defined as ‘Heads of’ and above and include regional and store coaches but at present
do not include the Republic of Ireland.
6. The reduction in Scope 1 carbon emissions in tonnes per £m of revenue, compared to our baseline of FY19.
7. Own-brand products meeting our ‘Conscious Choice’ criteria, made using more sustainable materials.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
1

About us
Helping our customers
to feel at home
Everything we do is centred on helping customers to
create the joy of truly feeling at home, guided by our
core principles and ways of working.
Our vision:
To build the UK’s most
trusted and valued
brand for homewares
and furniture
Our purpose:
To help create the joy
of truly feeling at
home, now and for
generations to come
Our shared values:
Our four key values remain at
the heart of our business.
Our values evolved from key business
principles developed more than 20
years ago, and reflect the attitudes and
behaviours we encourage at Dunelm
Being Good
& Circular:
We manage sustainable
growth through a good &
circular approach, looking
after all of our homes:
Our home the Planet
Our home in Communities
A home for our People
Learn more about our Good &
Circular approach to sustainability
on page 11
Stronger
together
Keep
listening &
learning
Long-term
thinking
Act like
owners
Read how we embed and monitor our
culture and values in our Governance
report from page 68
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
2

About us continued
The UK’s market leader
With an unrivalled offer that appeals to a
broad range of customers, we continue to
extend our specialist expertise.
>200
Stores
We serve millions of customers each
year from over 200 stores across the
UK and Ireland
40%
Digital sales
1
Our digital sales continue to
grow as we improve the online
customer experience
>100k
Products
We now offer more than 100,000
products across our homewares and
furniture categories
c.12k
Colleagues
We now have around 12,000
dedicated colleagues working
across our stores and support sites
7.9%
Market share
2
We operate in a £24bn
2
market in
the UK and have ambition to extend
our market share to 10% and
beyond over the medium term
Scan the QR code to
watch the video on our
200th store opening at
Merthyr Tydfil
1. Digital includes home delivery, Click & Collect orders and
tablet-based sales in store.
2. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025. Market includes VAT.
Whether they are refreshing the living room,
or seeking bedroom storage, we have a broad
proposition across a range of homewares
and furniture categories, catering for all styles
and tastes.
As the UK’s market leader, we are trusted for
our expertise in creating beautiful, stylish, and
quality products, providing unrivalled choice
and value for money.
This is combined with an easy and convenient
shopping experience which includes advice and
inspiration across our stores and digital channels.
We are an ambitious multi-channel and
multi-category specialist, with customers at our
heart. We are The Home of Homes.
Dunelm Group plc
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3

Our investment proposition
Delivering
strong returns
Dunelm offers an investor
proposition focused on growth,
with sustainable profits and strong
cash returns.
Our resilient business model features a unique,
specialist product proposition which appeals
across all customer demographics and tastes.
This is supported by a ‘total retail system’,
encompassing thriving stores and digital
channels, and offering our customers the
combined benefits of physical and digital retail.
Dunelm delivers strong cash conversion and
a well-established framework for returning cash
to shareholders. We maintain stable operating
margins through strong operational grip,
whilst continuing to invest for future growth
and productivities.
We have shown a resilient track record of
performing well across all economic cycles,
underpinned by financial strength and
acapital-light growth model.
Good & Circular approach to
sustainable growth
We apply long-term decision-making and
continue to ingrain sustainability into our
day-to-day operations. This is a key part of our
Good & Circular approach, which considers our
impact on the Planet, in our Communities and
for our People.
What our advantages mean for investors
Our competitive advantages
1. GlobalData UK combined homewares and furniture markets, excluding kitchen cabinetry and bathroom furniture, for the 12 months to June 2025, including VAT.
Market-leading brand
Low share of a c.£24bn
1
highly
fragmented market
Specialist product proposition
Broad appeal across income and
age groups
Total retail system
Thriving stores and digital channels
Unique operating model
Own-brand product design and
committed supplier partners
Well-established values
Growth mindset, frontline focus
and long-term decisions
Financial strength
Strong balance sheet and
capital-light growth model
Read more on our
competitive advantages
on page 12
Growth
Compelling runway to grow
share of a large, fragmented
addressable market
Consistent track record of share gains
over recent and long-term history
Sustainable
profits
Continued investment for
sustainable growth, maintaining
stable operating margins
Resilient track record of performing
through all economic cycles
Cash
returns
High cash conversion
Well-established framework
for returning cash to shareholders
Dunelm Group plc
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4

Our strategy
An ambitious
strategy
in action
We are the market leader in a large
and fragmented market, totalling
c.£24bn
1
across a broad range of
homewares and furniture categories.
This year has seen the business make significant
progress under the three strategic pillars
presented a year ago to help Dunelm unlock
its full potential.
In the last 12 months we have increased our
product range, taken our first step outside the
UK, opened our 200th store, turbo-charged
our Click & Collect channel, overhauled our
Made-to-Measure business, and optimised
our website through AI.
These are just a few of the many examples of
our strategy in action. Colleagues across the
business have been working hard to develop,
innovate and progress our plans at pace, and it’s
rewarding to see the results coming through.
These plans are helping us to build a stronger
offer for our customers whilst ensuring we
operate as efficiently as possible to generate
long-term, sustainable growth.
Going forward, our strategic priorities continue
to be framed by our three pillars, but are evolving
and accelerating as we continue on our journey
to build The Home of Homes.
Read about our strategy in our CEO review
on page 24
Increasing relevance
and appeal using
our product mastery
to extend our choice,
value, design and style
Read our case study on
page 6
Developing and
expanding our
channels to offer
an easier, more
personalised
experience
Read our case study on
page 14
Leveraging our
skills and systems
to transform our
proposition,
processes and
productivity
Read our case study on
page 22
Led by brilliant colleagues, powered by our
growing technology and data capabilities
Our three strategic pillars
Elevate
our product
offer
Connect
with more
customers
Harness
our
operational
capabilities
1. GlobalData UK combined homewares and furniture markets,
excluding kitchen cabinetry and bathroom furniture, for the 12
months to June 2025, including VAT.
Dunelm Group plc
Annual Report and Accounts 2025
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5

Case Study:
Elevate
our product
offer
Backing UK
Manufacturing
Made-to-Measure represents a significant
opportunity which we are capturing through a
wider offer, increasingly manufactured ourselves.
We are elevating our product offer across our
categories, using product mastery to extend
choice, value, design and style.
In Made-to-Measure, we saw an opportunity
to fully leverage our multi-channel and expert
service proposition, alongside our existing UK
manufacturing capabilities, and have been
developing our offer across the full range of
window dressings.
With our heritage offer previously focused on
curtains and Roman blinds, we now manufacture
bespoke shutters and both Venetian and roller
blinds. These changes have resulted in a bigger
and better offer for customers and significantly
reduced lead times.
Bringing more of our Made-to-Measure offer
in-house has given greater end-to-end control of
the supply chain, whilst ensuring better product
quality and fantastic value for money.
Recent expansion has also created many new
jobs, increasing the number of colleagues at
our manufacturing sites to over 300, alongside
the 120 skilled fitters who support our
Made-to-Measure business, installing curtains,
blinds and shutters in customer homes across
the UK.
Championing a
multi-generational
workforce
across our Made-to-Measure
manufacturing sites, where
half our skilled colleagues
are over 50.
New shutter-
making technology
installed to improve quality
and speed.
Made-to-Measure
consultations
available in store
where customers can
seek inspiration and
get expert advice.
Dunelm Group plc
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Our manufacturing journey
Made-to-Measure has long been a part of
Dunelm’s heritage, having manufactured
bespoke curtains in the Midlands for over
two decades, and the transformation
we’ve gone through over the past year
or so has been an exciting journey.
At the heart of it has been a team of very
talented colleagues, living our ‘Stronger
Together’ core value, and all committed
to pushing the offer forwards.
We excel in producing over 70,000 sets of
hand-crafted, bespoke curtains each year,
and have applied our specialist skills to
a wider range of options for customers.
By bringing the manufacturing of more of
our products in-house, we now have direct
control of the customer journey from the
moment the order is made, through to
delivery and fitting.
The team are proud to be part of a
fantastic UK manufacturing story, where
new technology is being harnessed
alongside the amazing technical skills our
colleagues possess.
Chris McHugh,
Manufacturing
The Made-to-Measure
curtains I ordered arrived
today and they are stunning,
really well made, correct
size and look great in my
living room. They were
delivered within the given
date discussed when
I ordered them and I had
regular updates from the
delivery company as to
when they would arrive.
Very satisfied customer.
Dunelm Group plc
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Chair’s statement
Introduction
In the last financial year, Dunelm has continued
to demonstrate its strength and resilience,
making good strategic progress and
continuing to grow sales, profit and market
share despite the challenging consumer and
macroeconomic environment.
Our focus remains on providing the best value,
choice and relevance for our customers,
combined with an easy and convenient shopping
experience, in order to drive sustainable growth
for the long term, whatever the market conditions.
Strategic progress
During FY25 we made strong progress against
our strategic priorities, with a number of exciting
developments. As well as continuing to open
more superstores, we opened a small format store
in Westfield White City, bringing our specialist
homewares offer to inner London for the first time.
We also made our first strategic international
acquisition with the purchase of 13 Home Focus
stores in Ireland. This gives us the opportunity to
connect to more customers in a new geography
with a homewares market of more than £1bn.
In April we acquired the brand and design
archive of Designers Guild, enhancing our
product and design capabilities with
opportunities to bring the Designers Guild’s
heritage designs to a wider audience.
In the year we have also continued to develop
our digital customer experience through the
implementation of more advanced AI-led tools
on dunelm.com. With more progress to come in
FY26 and beyond, these various initiatives stand
us in good stead to continue to grow and gain
market share.
Full-year results and dividend
In the year, we delivered another good
performance. Sales were up 3.8% to £1,771m,
and we again strengthened our gross margin.
Notwithstanding significant investment in the
business, and despite facing additional
inflationary pressures, diluted earnings per
share were up 3.2% to 76.8 pence.
We invested a higher level of capex in FY25;
as well as the investments noted above we also
took advantage of opportunities to purchase
two freehold properties in strong locations in
the south-east of England. Our capital allocation
policy continues to balance such investment in
the business with delivering cash returns for
shareholders and during the year we paid
a special dividend of 35 pence per share.
Given the strategic progress made this year
and the Board’s confidence in Dunelm’s future
growth strategy, the Board is recommending
a final ordinary dividend of 28 pence per share,
resulting in a total ordinary dividend for the year
of 44.5 pence per share (up 2.3%).
Being Good & Circular
Our approach to sustainable growth is embedded
throughout the business and framed through
three pillars: our Planet, our Communities, and
our People. Across each of these we continue to
develop our approach and understanding,
including the most appropriate measurement
and targeting of key metrics. You can read more
about this in our Sustainability Report 2025.
Under our Planet pillar we use our ‘Conscious
Choice’ criteria to improve raw materials
sourcing across our product ranges, and now
have over half (52%) of our Dunelm own-brand
products made from more sustainable materials.
We have also reduced our Scope 1 carbon
intensity by 54% since FY19.
Once again, our ‘Delivering Joy’ campaign was
a wonderful example of Dunelm’s important role
in the Communities where we operate. This year
we more than doubled the number of gifts
donated to local good causes, to around 270,000.
This campaign also demonstrates the passion of
our c.12,000 colleagues.
I’m delighted that we’ve seen positive progress
in colleague engagement scores and ethnic
diversity amongst our leadership population,
and I thank all of our colleagues for their ongoing
commitment to making Dunelm a bigger, better
and more inclusive business.
CEO succession
Earlier this year Nick Wilkinson announced
his intention to retire from full-time executive
life, having been CEO at Dunelm since 2018.
In Nick’s customary way, this was well planned
to ensure a smooth transition for Dunelm and
his successor.
Nick has been a fantastic leader of Dunelm,
preserving the very best of the Company’s
history and values whilst also modernising and
developing its capabilities.
Beyond Dunelm’s strong financial performance,
Nick has overseen a significant transformation
in the business. Having taken over what was a
relatively immature online operation, Dunelm
is now a truly multi-channel retailer; our stores
remain at the heart of the business, whilst
‘digital’ now contributes 40% of total sales.
Continuing to deliver
value, choice and relevance
for our customers
We delivered another
good performance and
made strong progress
against our strategic
priorities, with a number
of exciting developments.
Dunelm Group plc
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Chair’s statement continued
Alongside our shopping channels, our ongoing
commitment to elevate our product offer and
improve the customer experience has driven
significant growth in customer numbers and
market share, positioning us strongly for
sustained growth in the years ahead.
This has all been delivered whilst managing
some incredibly challenging external conditions.
Most notable was the Covid-19 pandemic, but
Nick has also led the business through periods
of recession, political instability, high inflation,
disruption to global supply chains and an
evolving technological landscape. Dunelm’s
continued performance through such conditions
is testament to Nick’s excellent leadership, as well
as the business’ inherent strengths.
Nick leaves us in early October 2025 and on
behalf of the Board I want to thank him for his
enormous contribution to Dunelm over his
seven-year tenure and wish him every success
for the future.
The very high standard of candidates
considered to succeed Nick highlights both
the quality of the business and the exciting
opportunities ahead. I am delighted that we have
appointed Clodagh (‘Clo’) Moriarty into the role
of Chief Executive from October 2025. Clo
brings significant leadership experience and an
impressive range of skills from her 15 years with
Sainsbury’s, where she has played a prominent
leadership role in driving market share gains.
Clo’s blend of retail, digital and strategic
expertise will be a significant asset as we move
into Dunelm’s next phase of growth. I’m thrilled
we have been able to attract an executive of
Clo’s calibre, and I’m really excited for her to get
started and continue to develop and deliver
Dunelm’s strategic priorities.
Board
As previously announced, William Reeve and
Arja Taaveniku stepped down from the Board
during the year. William was succeeded as
Senior Independent Director by Ian Bull and
as Chair of the Remuneration Committee by
Ajay Kavan.
In May 2025 we appointed Katharine Poulter
as a Non-Executive Director. Katharine brings
a broad set of skills to the Board, including her
significant experience in retail and other
consumer-facing businesses.
I share further detail on these changes in my
introduction to the Governance section of this
report. I look forward to continuing to work with
the Board, who collectively support Dunelm
with a strong and complementary range of skills
and experience.
Looking forward
As we start the new financial year, we are excited
and optimistic about the future for Dunelm and
remain focused on our strategic priorities.
We have exciting plans in place to continue to
delight our customers as The Home of Homes.
These plans, along with our strong business
fundamentals, give us confidence in continuing
our strong track record of delivering long-term
sustainable growth for the benefit of all
our stakeholders.
Alison Brittain
Chair
9 September 2025
What attracted you to Dunelm?
I’m both thrilled and privileged to be joining
Dunelm, a business I’ve followed for many years.
I’ve always had a deep admiration for
businesses that are passionately driven by a
unifying purpose. Dunelm has that in spades,
embracing its central role in the Home, the
heartbeat of its customers’ lives.
It’s also a business that clearly cares about its
colleagues and has developed a unique culture
and set of values which define its strong growth
mindset, all of which is evident from the outside.
There’s a fantastic platform to build on, both
in terms of the capabilities which have been
developed, and the advantages that come
from having both stores and digital channels.
This all brings an amazing opportunity to build
an even closer connection with customers.
Read more about Clo in Directors and officers
on page 63
What experience do you bring to the role?
I see a lot of parallels between my previous
roles and Dunelm, so I’m certain that my
learnings from 15 years with a major UK
supermarket will help me to explore ways of
serving customers even more effectively.
I’ve been lucky enough to have had
wide-ranging roles, covering Strategy,
Commercial, Stores, Digital Channels,
Customer Experience, and Tech, so I’m
confident that breadth of retail understanding
will be valuable as I get stuck in at Dunelm.
Working as a team, valuing different views and
perspectives, and co-creating new plans and
strategies is really important to me, and I’ve
been lucky enough to work with some
incredible people in my career to date.
Dunelm is full of amazing talent, and I’m really
looking forward to harnessing that passion,
energy and expertise to help take the
business forward.
Introduction
to Clo
Moriarty
Our new CEO
Dunelm Group plc
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9

O
u
r
S
t
r
a
t
e
g
y
Harness our
operational
capabilities
Connect with
more
customers
Elevate our
product offer
Our home in
Communities
A home for
our People
Protecting our
Business
Our home
the Planet
Read about it on
the next page
Our customer
proposition
Our competitive advantages
Read more on our six competitive
advantages on page 12
Read more on
our strategy
on page 5
Our purpose,
vision and values
Read more
on page 2
Our
governance
See our Governance
report on page 59
Stakeholder value
Read about how we deliver for our
stakeholders on page 12
B
e
i
n
g
G
o
o
d
&
C
i
r
c
u
l
a
r
Our business model
Building The Home
of Homes for the
long term
Our business model delivers competitive
advantage and combines our strategy with
our Good & Circular approach to sustainable
growth. This creates stakeholder value,
guided by our purpose, vision and values,
and strong governance.
Read more on
being Good &
Circular in our
Sustainability
Report 2025
Strategic report Governance report Financial statements Other information
Dunelm Group plc
Annual Report and Accounts 2025
10

Our business model continued
Our customer proposition Our Strategy
We are mindful that the Planet
provides the resources we use to
create our products.
We have a home in Communities
where our stores and sites operate.
We create a home for the People
working in our business.
Our strong corporate and ESG
governance frameworks protect
our business for the benefit of all
our stakeholders and preserve
value in our business.
Our home the Planet
Our home in Communities
A home for our People
Protecting our Business
As the UK’s leading homewares retailer,
we have both a passion and an obligation
to do the right thing, recognising the social
and environmental journey of our products.
This means remaining ambitious about being
a company that focuses on growing
sustainably, combining short-term actions
with long-term thinking and achievable goals.
• Being Good & Circular is central to Dunelm’s
business model.
• We integrate sustainability goals into our
operational plans and have introduced
science-based targets.
• We focus on materials sourcing, product
innovation and circular design to develop
our proposition.
• By modernising our sites and operations,
we drive both cost and energy efficiencies.
• Adhering to global sustainability regulations
mitigates compliance risks and strengthens
our market position.
• By focusing on sustainable supply chains,
we build resilience and reduce disruption.
• Our community engagement enhances
brand loyalty and reputation, positioning
Dunelm for long-term success.
• Helping our colleagues feel at home drives
a better and more inclusive workforce.
Read more about our approach in our
Sustainability Report 2025
Customers are always at the very centre of our
thinking and we are building from strong
foundations, with opportunities to continue
developing an even stronger offer.
Strong foundations
We are a trusted brand and established specialists
in our sector. At the heart of our offer is great product,
bringing customers quality and unrivalled choice
when buying for their home. We obsess about
bringing that product to customers at consistently
great value, through fair and competitive prices.
We also ensure our offer is accessible, through the
breadth of our range and styles, and a friendly store
environment. Across our proposition we are
committed to expert and high-quality service,
which attracts a broad range of home-makers.
Opportunities
Whilst well known in our core textiles categories,
we see opportunities to extend our category
leadership, building our appeal and trust in other
key categories that help make a house a home.
In tandem, we are widening our appeal as a ‘one
stop shop’, broadening our ranges across existing
and new categories to satisfy customers’ needs
and wants for their homes.
As our channels develop, we are also creating easier,
more convenient shopping journeys, so customers
have a more seamless and intuitive experience.
We are also exploring ways to give our customers
more help, through both inspiration and advice.
At the same time, we are identifying ways to
build a more personalised experience, so that
every customer interaction is relevant, friendly
and engaging.
Being Good & Circular
Elevate our product offer
Connect with more customers
Harness our operational capabilities
Led by brilliant colleagues,
powered by our growing technology
and data capabilities
Dunelm Group plc
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11

Our business model continued
Market-leading brand
We are the market leader in a large and fragmented
homewares and furniture market, with a total share of
7.9%
1
, and significant scope to continue growing across
our categories.
Specialist product proposition
Our wide assortment of products offer quality, choice
and value, appealing to a broad range of customers
across different regions, ages and incomes. We offer
good, better and best options across our assortment
and appeal to a variety of styles, needs and budgets.
Total retail system
Our total retail system combines friendly and
knowledgeable service across our 202 stores, with the
convenience of browsing and shopping online. This
gives customers options to shop their way and also
brings services including Made-to-Measure, Home
Delivery and Click & Collect.
Unique operating model
We are a homewares specialist with largely own-brand
product ranges, giving us a high degree of control over
specification and sourcing, through long-standing
relationships with our committed supplier partners.
Well-established values
Our colleagues are the heart of our business and feel
a strong sense of belonging. Driven by our shared values,
we create an inclusive environment for all to thrive.
Financial strength
We have a strong balance sheet and a capital-light
growth model, with a track record of delivering
sustainable, profitable growth and strong shareholder
returns, whilst continuing to invest for the future.
Read more on our investment proposition on page 4
Our competitive advantages Stakeholder value creation
Customers
We offer a comprehensive range of relevant
homewares and furniture products, at
outstanding value, with a purpose to help
our customers create the joy of truly feeling
at home, now and for generations to come.
+0.8%
increase in active customers
2
Colleagues
We strive to be a diverse and inclusive
employer for our c.12,000 colleagues,
with a strong focus on progression and
a supportive environment.
+7pts
increase in employee net promoter score
3
Communities
Our stores and sites are a key part of their
local communities, providing friendly
service and advice, a place to refuel and
relax in our Pausa cafes, and contributing
to local good causes. We are opening in
new locations, creating employment and
extending our positive impact on
communities across the UK.
c.270k
gifts donated to local causes through our
Delivering Joy Winter campaign
Suppliers
We work closely with our suppliers to
create and grow long-term value through
mutually beneficial partnerships, whilst
maintaining the highest ethical standards.
99%
invoices paid on time
3
Shareholders
We deliver long-term sustainable growth,
strong cash generation, a progressive
ordinary dividend and excess cash
returns to shareholders in the form of
special dividends.
£159m
total dividends paid in the year
Read more on how we engage with our
stakeholders on pages 16 to 20
1. Based on GlobalData UK combined homewares and furniture markets, excluding kitchen cabinetry and bathroom furniture, for the
period 12 months to June 2025.
2. Growth in unique active UK customers who have transacted at least once in the 12 months to June 2025. Management estimates using
Barclays data.
3. Excludes Republic of Ireland.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
12

Market overview: Navigating an
evolving landscape
In a fast-changing external environment, our resilient business model and strong track record of navigating through
periods of change give us confidence in continuing to deliver with ambition as we build The Home of Homes
UK consumer
environment
Homewares and
furniture market
Global supply
chains
Inflationary
pressures
We’ve consistently grown our broad UK
customer base, with active customers up 0.8%
1
in FY25 as we further strengthened our position
as The Home of Homes.
On average, customers shop with us around
three times per year. Whilst trading patterns
have remained relatively stable, overall consumer
confidence has been lacklustre due to inflation,
interest rates, political uncertainty, and other
external pressures.
Despite this, we remain focused on our strategic
priorities and are embracing how consumers
are feeling. Our aim is to grow relevance by
offering better value, quality, choice and style
for every home.
We sell homewares and furniture across the UK
and Ireland, and in the UK’s £24bn
2
market we
are the market leader, with an overall share
of 7.9%
2
.
Our share varies across our broad range of
categories — from low single digits in newer
areas like furniture, to close to 20% in those
such as textiles where we have deep expertise.
In this highly fragmented market, we see clear
opportunities to grow across all categories.
Historically, our growth has been driven by
market share gains, and we remain confident
in our plans to continue towards our next
milestone of 10% share in the medium term.
Whilst our retail operations serve customers
in the UK and Ireland, we utilise global supply
chains — importing around one-third of our
products directly (mainly from the Far East),
and more indirectly via our UK-based suppliers.
We are very experienced at managing this
supply chain with our suppliers, many of whom
are long-term committed partners. However,
we can be impacted by changes in input costs,
as well as disruption to supply chain routes.
We have responded well to such challenges in
recent years, applying our strong commercial
and operational grip to manage availability and
convenience for our customers, whilst managing
our cost of goods alongside a strengthening
gross margin.
We employ around 12,000 colleagues across
our stores, distribution centres, customer contact
centres, and support sites. These colleagues are
at the heart of Dunelm and play a vital role in
delivering our customer proposition.
With employee costs now representing just over
40% of our operating cost base, recent increases
in the National Living Wage and employer
National Insurance Contributions have had
a significant impact.
To manage these pressures, we’re driving
efficiency across the business — through
continuous improvement in stores and supply
chains, smarter performance marketing, and
new technologies like assisted self checkouts,
which are now being rolled out across our estate.
Elevate our product offer
Connect more with customers
Elevate our product offer
Connect more with customers
Elevate our product offer
Harness our operational capabilities
Harness our operational capabilities
1. Growth in unique active UK customers who have transacted at
least once in the 12 months to June 2025. Management
estimates using Barclays data.
2. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025. Market size includes VAT.
Dunelm Group plc
Annual Report and Accounts 2025
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13

Better
personalisation
with 60% of dunelm.com
customers now seeing
bespoke product ideas.
Case Study:
Connect
with more
customers
Developing and
expanding our channels
We connect with more customers through our
inter-linked channels (our ‘Total Retail System’)
and this year we’ve taken significant strides to
expand and improve the shopping experience.
This has involved some ‘firsts’ for the business
and various new innovations, including our first
step outside the UK, through the acquisition of
13 stores in Ireland, our first deployment of AI to
created personalised results on our website, and
our first inner London store, at Westfield White
City. We also opened our 200th store in Merthyr
Tydfil, Wales.
In our digital channels, development has centred
on driving a better user experience, so customers
can easily find the products they are looking for,
enjoy more personalised recommendations,
and receive more inspiration for their homes.
We have also continued to grow and refresh our
store estate, opening in new locations with a
variety of store sizes and formats, whilst refreshing
others to improve their look and feel.
More store
openings
in different sizes and
formats, including
at Westfield in
inner London.
Using AI tooling
to give customers a better
experience in searching
for the products they
want online.
Dunelm Group plc
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14

A significant milestone
Having joined Dunelm as a store
colleague and progressed through to
Store Coach, there’s been numerous
rewarding moments and achievements,
but to be a part of our 200th store
opening was a real highlight.
We had over 200 eager customers
queuing outside our brand new store first
thing, a local business giving away free
Welsh cakes, a local Merthyr hero to cut
the ribbon, and lots of goodie bags and
golden tickets up for grabs too.
The store is fantastic and really puts our
customers first, with easy-to-shop
categories, low level fixtures and beautiful
features, complemented by an amazing
Pausa Kitchen Cafe, and the feedback
from customers (as well as the sales!) has
been amazing. I’m so proud of Team
Merthyr and what we’ve achieved.
Sam Thomas,
Store Coach, Merthyr Tydfil
The website was very
easy to navigate, which
also made it very easy
to view all the products.
Watch a video on
the opening of our
200th store here
Dunelm Group plc
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15

Stakeholder engagement
Understanding
our stakeholders
By understanding what our key stakeholders care about, and considering
their views, we can build more meaningful relationships and take fully
informed decisions that deliver value for the long term.
Key stakeholders
We engage with a wide range of stakeholders at
Board level and in the day-to-day running of our
business, seeking to build long-term relationships
based on mutual growth and respect, consistent
with our Code of Business Conduct, and our
shared values and culture. Our key stakeholders
are those who we know are highly likely to be
affected by our actions and decisions, and
vice versa.
Responsibility for engagement at an operational
level sits with the Executive Team and is described
on the following pages 17 to 20. We also set out
how the Board is kept informed about the
interests of our key stakeholders, as well as how
our Board members engage with them directly.
Pages 66 to 67 in the Governance report provide
further detail and examples of how stakeholder
feedback is presented to the Board for discussion,
debate and consideration as part of its decision-
making, alongside metrics, such as those set out
on this page.
Read our s172(1) Companies Act 2006
statement on page 21
Examples of metrics used by the
Board to measure the effectiveness
of our engagement:
Customers
• Unique active customer
growth
• Total revenue
• Product reviews
• Customer satisfaction (CSAT)
Colleagues
• eNPS
• RIDDOR
1
incidents
• Retention
• Whistleblowing
• Diversity
Communities
• Fundraising and charity
contributions
• Facebook community group
followers
• Takeback schemes uptake
Suppliers
• % Tier 1 factories audited
• % products with responsibly
sourced raw materials
• Payment terms
• CO
2
emissions
• Whistleblowing
Shareholders
• Total shareholder returns
• Share price movements
• Profitability
• AGM voting outcomes
1. Reporting of Injuries, Diseases and Dangerous
Occurrence Regulations
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
16

Stakeholder engagement continued
Key management responsibility
Executive Team
Why we engage
Our business revolves around our customers.
We are customer-focused in everything we do,
striving to improve our proposition. We seek
to achieve this by delivering great products,
services and experiences. Engagement
provides customer insight which contributes to
our decision-making and the evolution of our
customer proposition. Ongoing investment in
customer data and analysis allows us to respond
more quickly and accurately to develop relevant
product ranges and services, helps drive brand
awareness and grow our customer base.
How we engage day-to-day
• During the shopping experience and at point
of sale in store, with feedback being shared
as appropriate within the business.
• By means of our customer service team and
the channels by which it communicates with
our customers.
• Social media channels.
• Customer focus groups/panels.
• Customer surveys.
How the Board engages
• Conducts store visits and reviews online
experience.
• Receives customer insights report at every
Board meeting.
• Monitors customer KPIs (including CSAT) and
challenges management to ensure the
customer proposition remains at the forefront
of all development activities.
• Receives regular updates on health and safety,
product quality and ethics, sustainability and
data protection.
How we have listened and learned —
highlights in FY25
• Focused on creating easier and more
convenient shopping journeys online and in
store, such as improved search on our website,
a new in-store check in system for Click &
Collect and continued rollout of our assisted
self-checkouts.
• Opened a further seven new stores in the year
in different sizes and formats, including an
inner London store at Westfield.
• Broadened our product range to more than
100,000 SKUs and transformed our Made-to-
Measure offer.
• Extended our reach beyond the UK, acquiring
13 stores in Ireland.
• Identified further ways to personalise the
customer experience with tailored product
recommendations and content.
• Increased proportion of own-brand products
meeting our ‘Conscious Choice’ criteria, made
using more sustainable materials, to c.52%.
• Improved packaging to reduce waste and
damage to products on delivery.
+0.8%
1
active customer growth
1. Year-on-year growth in unique active UK customers who have
transacted at least once in the 12 months to June 2025.
Management estimate using Barclays data.
Customers
What they care about
• Value, style, choice and quality
• An easy shopping experience
combined with great service
• Product and store safety
• Responsible use and protection
of personal data
• Ethical and sustainable sourcing
Dunelm Group plc
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17

Stakeholder engagement continued
Key management responsibility
Stores and People Director
Why we engage
Committed and ambitious colleagues are
at the heart of our business. We engage to
understand how best to recruit, retain, motivate
and reward, including helping colleagues with
their mental and financial wellbeing. We also
use this information to make better decisions
for our customers and communities and to
support our strategic growth.
How we engage day-to-day
• Bi-annual colleague engagement survey,
alongside targeted pulse surveys.
• Regular communication via our Home
Comforts intranet and newsletters.
• Regular CEO updates — ‘Nick’s Note’.
• Colleagues represented through our
National Colleague Voice (see right) and our
Local and Regional Colleague Voice
networks (see our Sustainability Report 2025
for more details).
• Leadership conference and store coach
roadshows.
• Regular colleague ‘huddles’, including
live Q&As.
• 24/7 independent, confidential
whistleblowing hotline.
• End of year events to reflect on the past year
and look ahead to the new financial year.
How the Board engages
• Visits stores and other sites.
• Designated NED for colleague matters and CEO
attend NCV meetings and report to the Board.
• Receives People update in each CEO report to
the Board.
• Receives overview of whistleblowing reports.
• Reviews key outcomes and actions from
colleague engagement surveys.
• Reviews a more detailed colleague dashboard
and metrics presented by the Stores and
People Director at least twice per year.
• Discusses the gender pay gap disclosure.
How we have listened and learned —
highlights in FY25
• Ongoing investment in colleague learning and
career development opportunities, including
a focus on data fluency and introduction of a
new tool to provide colleagues with greater
visibility of different potential career paths.
• Launched new Home Comforts (intranet) app.
• Introduced new policies to support colleagues
wellbeing, such as Neonatal care leave policy,
Trans inclusion at work policy and
Neurodiversity policy.
• Conducted review of in-store colleague safety
and stock loss measures, with new initiatives
and trials being implemented in FY26.
• Commenced review of engagement and
training for our new Irish colleagues.
• Launched our second ‘Reach’ leadership
development programme for colleagues
from underrepresented ethnic groups.
• Delivered mental health and financial
wellbeing webinars.
• Celebrated key moments across the
business with all colleagues, such as our
200th store opening.
• Recognised key dates during the year with
communications and events run by our four
colleague networks: Gender Equality,
Disability & Neurodiversity, Pride and Race
and Ethnicity.
• Launched electric car salary sacrifice scheme.
c.12,000
colleagues
Colleagues
What they care about
• Fair pay and reward
• Opportunities for progression
• A safe, inclusive and diverse workplace
• Personal data protection
• Opportunities to be listened to and
make a difference
• Being part of a business that
does the right thing
National Colleague Voice (NCV)
Our colleague representative body, NCV, has
been running for six years. Members represent
a range of ages, ethnicities, genders, locations,
tenures and levels of seniority across Dunelm.
During FY25, we held four meetings, led by
Nick Wilkinson and the People team. Marion
Sears, who is our designated Non-Executive
Director (NED) for colleague matters, attended
and other NEDs joined.
Each meeting comprises three parts: a business
performance update, a ‘What’s on your mind?’
item for members to raise concerns, and a
‘Big Topic’ where we communicate and seek
feedback on important matters. In FY25, these
were plans for the financial year, colleague safety
and wellbeing, learning and development and
reward. The aim is to stimulate discussion and
debate, with representatives acting as strong
advocates for their colleagues. This is achieved
by encouraging reps to ask their colleagues for
views both generally and on the chosen
‘Big Topic’ in advance of meetings. After each
meeting, reps share feedback with colleagues
and views and concerns raised are presented
to the Board.
During FY25, NCV representatives received
training focused on their role as a consultative
body, which was well-received.
The NCV remains a valuable forum for
colleagues to engage, be listened to and see
action as a result. Financial wellbeing seminars
delivered during the year were a direct result
of addressing concerns raised by the NCV,
and feedback from colleagues via the NCV is
informing our approach to colleague safety in
our stores, as well as our continued rollout of
new technology.
The NCV also continues to be an important
part of the dialogue on colleague pay and
reward, as detailed further on page 104.
Dunelm Group plc
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18

Stakeholder engagement continued
Key management responsibility
Chief Executive
Why we engage
By understanding local community needs and
concerns we build awareness and trust, help
evolve our customer offer, strengthen our local
reputation and provide another reason for
people to shop with us. We have also learned
how much our customers and colleagues
benefit from being involved in meaningful
local initiatives and by having direct means of
communication with their local store.
How we engage day-to-day
• Regional community champions facilitate the
sharing of internal and external feedback,
learnings and ideas, whilst driving
community initiatives.
• Regular interaction with local store
communities via store Facebook groups.
• Dialogue with local businesses and
community groups who use space in stores
and Pausa cafes.
• Regular meetings with our Group charity
partner, Age UK.
• New store opening events, involving the
local community.
Key management responsibility
Director of Commercial and Supply Chain
Why we engage
We work closely with our suppliers and
manufacturers worldwide to develop
relationships and business growth
opportunities through regular engagement,
and to ensure that we are aligned on the
importance of upholding our high quality,
ethical and environmental standards.
How we engage day-to-day
• Hold annual stock supplier conference and
regular webinars.
• Regular supplier meetings.
• Regular contact for our key stock suppliers
with our design and commercial teams, as
well as our product quality, compliance and
sustainability teams.
• Dedicated procurement function engages
with non-stock suppliers.
How the Board engages
• Receives updates on ethical trading, product
quality, modern slavery, supplier payment
terms and whistleblowing reports.
How the Board engages
• Receives updates on charity and
community initiatives.
• Reviews community-related KPIs, including
level of takeback and monies raised for
good causes.
How we have listened and learned —
highlights in FY25
• Total fundraising and Group cash charity
contributions of £1.2m.
• Over 270,000 gifts donated to local good
causes through ‘Delivering Joy’ campaign.
• Supported Age UK in providing advice and
support for c.900 older people through our
‘Home Sweet Home’ initiative.
• Relaunched our ‘Knit & Stitch’ groups, now
present in 45 stores.
• Collected c.1,500 tonnes through our textile
takeback scheme.
• Provided c.87,000 surprise food bags via our
‘Too Good To Go’ partnership.
• Completed 48 makeovers of community
spaces, donating over 800 products.
• Receives updates on progress against
sustainability metrics.
• Ad hoc supplier meetings.
How we have listened and learned —
highlights in FY25
• Held webinars with our key suppliers
on ‘Supplier transparency’ and ‘Tier 2
due diligence’.
• Provided webinars on sourcing renewable
energy at the direct request of suppliers.
• Introduced Tier 2 suppliers to our Better
Manufacturing programme.
• Held sustainability conference with key
suppliers to introduce them to our
sustainability team, discuss supplier action
plans and identify further decarbonisation
opportunities.
• Launched homeworker policy.
• Taken learnings from whistleblower reports
to help guide our spot check strategy.
• 99% of invoices paid on time.
205+
local community catchment areas
served by our stores and sites
1,475+
stock and non-stock suppliers
Communities Suppliers
What they care about
• A business they are proud to have
in their community
• Local employment opportunities
• Charitable initiatives and support for
local causes
• Takeback and recycling services
• A community hub for events
What they care about
• A growth opportunity for
their business
• Fair trading and prompt
payment terms
• Collaborating to maintain high
ethical standards and deliver
on sustainability initiatives
• Long-term relationships
Dunelm Group plc
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19

Stakeholder engagement continued
Key management responsibility
Chief Executive and Chief Financial Officer
Why we engage
Meaningful engagement is key to building
trust and driving long-term success. It enables
us to better understand our investors’ priorities
and concerns. We help our shareholders and
their representatives to have a good
understanding of our business model,
strategy, investment opportunities and culture,
and we aim to be transparent and comply with
shareholder governance requirements.
How we engage day-to-day
• Executive Directors meet with investors
during the year.
• Trading updates and results webinars.
• Arrange store and site visits.
• Discuss ESG-related matters on request.
• Via our corporate website.
How the Board engages
• Chair is available to engage with major
shareholders on governance and
performance against strategy.
• Consults as appropriate.
• Attends results presentations and the AGM.
• Non-Executive Directors are available to
discuss any matter with shareholders on request.
• Reviews AGM voting, shareholder comments
and proxy reports.
• Reviews investor roadshow and conference
feedback.
• Governance and other meetings arranged
as appropriate.
How we have listened and learned —
highlights in FY25
• Held 67 meetings with shareholders
(excluding the Adderley family) during the
year, covering a broad range of topics
including performance, strategy, capital
allocation and the impact of external factors
on the business.
• Attended investor conferences to meet a wide
variety of institutional investors.
• Arranged ad hoc store and site visits for
institutional investors, which also included
meetings with members of the Dunelm
leadership team.
• 88.73% of issued share capital voted at the
FY24 Annual General Meeting.
• Continued strong cash returns, with £159m
paid in dividends.
Shareholders
What they care about
• Strategy, performance and outlook
• Total shareholder returns
• Strong leadership
• Culture and shared values
conducive to good governance and
high standards of business ethics
• Fair Executive remuneration
• ESG opportunities and risks
1,860+
shareholders including the
Adderley family
We work with a number of other stakeholders
where relationships are important to the
day-to-day running of our business. These
stakeholders tend to impact our business more
than we impact theirs and, in some cases,
engagement may be one-way. We monitor and
evaluate these relationships regularly and the
Board is informed as required. In all cases, our
approach is to seek to build long-term trusted
relationships based on fairness and respect,
consistent with our Code of Business Conduct
and our values.
Other stakeholders with whom we engage include:
• Local and national UK Government bodies,
including HMRC.
• Industry bodies and working groups such as
Textiles 2020, Better Cotton and British Retail
Consortium.
• Regulators, including Leicestershire County
Council and Charnwood Borough Council
with whom we have a Primary Authority
relationship, and other bodies such as the
Health and Safety Executive, Trading
Standards and Environmental Health officers.
• Banks and other financial institutions.
• A trusted team of professional advisers (for
example, brokers, financial PR, accountancy
and recruitment firms, environment and
sustainability advisers).
• Shareholder representative bodies, ESG
investment and credit ratings agencies and
potential investors.
• Other business support providers (e.g.
logistics, landlords (as the majority of our
stores are leased) etc.
Other stakeholders
Dunelm Group plc
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20

Section 172(1)
Balanced decision-making
Board decisions must balance the occasional conflicting needs
and priorities of our key stakeholders, whilst also considering the
likely consequences of such decisions in the long term.
Section 172(1) of the Companies Act 2006
requires a director of a company to act in good
faith and promote the success of the company
for the benefit of its members as a whole. In
doing so, they must also have regard (amongst
other things) to a range of factors set out in
section 172(1) of the Companies Act, including
the interests of stakeholders.
Stakeholder engagement is a vital part of
helping our Directors understand a range of
perspectives and make sound, well-informed
decisions that consider both aligned and
competing priorities. We acknowledge that not
every decision will serve the interests of every
stakeholder, and at times we must strike a
balance between these diverse needs across
stakeholder groups.
By aligning our decisions with the Company’s
purpose, values and strategic goals, whilst
understanding the respective views of our
stakeholders, we aim to make sure that our
decision-making is fair and consistent.
The preceding pages on stakeholder
engagement along with pages 66 to 67 of the
Governance report demonstrate how the
Directors performed their s.172(1) duties during
the year.
The Board confirms that during the year under
review, it has acted to promote the long-term
success of the Company for the benefit of its
shareholders whilst having due regard to the
factors set out in section 172(1) (a) to (f) of the
Companies Act 2006.
Signed for and on behalf of the Board
Nick Wilkinson
Chief Executive
The table below outlines other areas of this report that set out how the Board has had
regard to s.172(1) factors when making decisions:
s.172(1) factor Where to find more information Page
(a) likely consequences of any decisions in
the long term
• Chair’s statement
• Our business model
• CEO review
• Stakeholder engagement
• Board dashboard and activities
8
10
24
16
64
(b) interests of the company’s employees • Stakeholder engagement
• Non-financial and sustainability
information statement
• Board dashboard and activities
• Remuneration Committee report
16
53
64
88
(c) need to foster the company’s business
relationships with suppliers, customers
and others
• Our business model
• Stakeholder engagement
• Non-financial and sustainability
information statement
10
16
53
(d) impact of the company’s operations on
the community and environment
• CEO review
• Our business model
• TCFD report
• Non-financial and sustainability
information statement
24
10
44
53
(e) desirability of the company maintaining
a reputation for high standards of
business conduct
• Our business model
• Risks and risk management
• TCFD report
• Non-financial and sustainability
information statement
• Governance report
10
36
44
53
59
(f) need to act fairly as between members
of the company
• Our business model
• Stakeholder engagement
• Directors’ report
10
16
115
Dunelm Group plc
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21

Transforming our Click
& Collect proposition
Combining better choice and service for customers with
improved operational efficiency
Click & Collect is a great example of us
harnessing our operational capabilities,
leveraging our skills and systems to transform
our proposition, processes and productivity.
Our previous Click & Collect service was only
available for a limited proportion of the range,
and had a set-up which didn’t provide the
smoothest experience for customers.
Over the past 12 months, we’ve embarked on
a full transformation of our proposition, ensuring
a better customer journey and unlocking greater
efficiencies in our operations.
At the heart of this has been increasing the
range of centrally fulfilled products available for
Click & Collect, by onboarding multiple suppliers.
Around 70% of products (by value) are now
available through this channel, significantly
increasing choice for customers, and we’re
making the in-store experience for collection
much simpler.
Looking ahead we have further productivity
opportunities, including optimising logistics
to improve how stock reaches our stores and
how our stores operationally manage higher
order volumes.
Case Study:
Harness our
operational
capabilities
Greater efficiencies
including through self
service and lower cost
fulfilment channels
1000s more
products available
for Click & Collect
giving customers much
greater choice in this channel.
A better collection
journey in-store
making it clear where
customers need to go to
retrieve their orders.
Dunelm Group plc
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22

Choice, ease and convenience
It’s been exciting to be a part of Dunelm’s
Click & Collect development over recent
years. Much earlier in our digital journey,
we began with a ‘Reserve & Collect’
option for customers, which then
developed into a more comprehensive
Click & Collect service.
The Covid-19 pandemic brought
accelerated demand for this channel and
we adapted the service in line with social
distancing requirements, as house-bound
customers sought to make their homes
a sanctuary in difficult times.
This latest transformation is a result of
listening and learning, bringing much
more choice to customers by making
thousands more of our products available
for collection in store.
The customer demand on the back of
this expansion has been incredible and
it’s a great driver of footfall into our stores.
We’re now focused on making that
end-to-end experience as easy and
convenient as possible.
Chloe Parkin,
In Store Customer Experience
Signage in the store
of where to collect my
items was very clear
and easy to follow.
The member of staff
at the Click & Collect
point was friendly,
helpful and efficient.
All in all a very
positive experience.
Dunelm Group plc
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23

CEO’s review
Introduction
I am pleased to report another successful year in
which we delivered a strong financial performance,
with good sales and profit growth, more
investment in the business, and further cash
returns to shareholders.
We have continued to gain share in a
homewares and furniture market which grew
slightly for the first time since FY22. So far,
however, we are yet to see signs of a wider
consumer recovery, and consumer confidence
has remained lacklustre. Against this backdrop,
we will carry on embracing the reality of how
consumers are feeling, and through continually
raising the bar on our products and the
proposition we offer, we are helping more
customers create the joy of truly feeling at home.
We have put our growth plans into action
across our three strategic pillars as we continue
to build Dunelm as The Home of Homes.
We are elevating our product offer, expanding
the breadth and relevance of our ranges across
more categories, with furniture a good
example of our progress. We are connecting
to more customers through our total retail
system, opening more new stores, making
further improvements to our digital channels,
and expanding our Click & Collect offer.
In addition, we are finding more ways to harness
our operational capabilities, delivering further
efficiencies in areas including our supply chain
and store operating model, maintaining the
operational grip which continues to be a core
strength of the Dunelm business model.
We have also taken the business into some new
areas, which, although initially small, support our
future growth plans. During the year we opened
our first inner London store; took our first steps
outside the UK with the acquisition of Home
Focus in Ireland; acquired the brand and design
archive of Designers Guild; and extended UK
manufacturing within our Made-to-Measure
business.
These exciting developments are bringing new
capabilities and new opportunities to extend our
position as a multi-channel, multi-category
specialist.
Implementing our ambitious plans, whilst
delivering a consistent performance over many
years, makes me appreciate the skills and values
of my colleagues, and I thank all of them for their
continued commitment and ambition to deliver
for our customers.
FY25 Review
We delivered another good financial
performance in FY25, growing sales alongside
market share and customer numbers, combined
with a stable PBT margin and higher earnings.
We also continued to invest in the business while
delivering strong shareholder returns.
Total sales increased by 3.8% in the year, through
a combination of higher volumes and increased
average item values. The rise in average item
values was primarily due to the mix of products
sold, rather than headline price increases, as we
continue to work hard on broadening the appeal
of our ranges whilst offering outstanding value
for our customers. With our higher sales also
supported by increased customer numbers
1
and
shopping frequency, our growth was well-balanced.
The combined homewares and furniture market
grew slightly in the year, having declined since
FY22, with the second half benefiting from
stronger growth in outdoor furniture categories.
We again increased our market share, up 20bps
during the year to 7.9%
2
, and as ever we see
headroom for further share gains as we progress
towards our next milestone of 10% share in the
medium term.
Committed to sustainable and
profitable growth
Dunelm has always had
great ambition. With
customers at our heart,
and an ingrained focus
on long-term sustainable
growth, there is more
opportunity than ever.
1. Year-on-year growth in UK unique active customers who have
transacted at least once in the 12 months to June 2025.
Management estimates using Barclays data.
2. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025.
Dunelm Group plc
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24

CEO’s review continued
We have again demonstrated strong
operational grip, absorbing further inflationary
cost pressures and delivering a PBT margin of
11.9%, broadly in line with the prior year. Gross
margin strengthened by 60bps to 52.4%,
reflecting continued tight control of input costs.
Our operating costs as a proportion of sales
increased due to another year of labour cost
headwinds and continued investment in the
business, partly offset by meaningful
productivity gains. Overall, and including slightly
higher finance costs year-on-year, our profit
before tax of £211m was up 2.7% against FY24;
a strong result. Our diluted earnings per share
increased by 3.2% to 76.8p, largely due to the
profit before tax growth and a small benefit from
a lower effective tax rate.
We continue to be highly cash generative; FY25
operating cash flow of £256m (FY24: 232m) was
up 10.2% year-on-year, reflecting trading
performance and improved working capital.
After taking into account capex, which was
higher than usual due to two freehold property
purchases, our conversion of operating profit to
free cash flow was below last year, at 57%. Our
ability to invest for growth and efficiency,
alongside an ongoing commitment to returning
surplus cash to shareholders, demonstrates the
underlying financial strength of the business.
We again increased our ordinary dividend, and
are proposing a final dividend of 28 pence per
share, bringing the full-year ordinary dividend
to 44.5 pence per share, up 2.3% year-on-year.
Including a special dividend announced at our
interim results, we declared total dividends of
79.5 pence per share during the year.
Growing sustainably
Dunelm has always been a business with a
strong focus on making a positive difference
through its operations and I am proud of our
ongoing commitment to growing sustainably.
We do this through our Good & Circular
approach, focused on doing the right thing for
our Planet; our Communities; and our People.
As we look to reduce our negative impact on
the planet, we relish the opportunities that come
with new materials and technology. 52% of our
own-brand products now meet our ‘Conscious
Choice’ criteria, using more sustainably sourced
materials. We have also made further progress
in reducing our Scope 1 carbon emissions
(intensity now down 54% since FY19) and our
primary plastic packaging for own-brand products
now contains more than 30% recycled content.
Our stores, distribution centres and support
sites continue to play an important role in their
communities. We have 1.4m Facebook followers
across our store community pages, which have
helped us to organise campaigns to connect
generous customers with good local causes,
including this winter’s ‘Delivering Joy’ campaign,
where 270,000 gifts were donated. In FY25 we
raised more than £1m in total for charitable causes,
and our partnership with Age UK is thriving.
We now have c.12,000 colleagues driving the
business forward, and we remain committed
to their ongoing development and wellbeing.
During the year we saw an improvement in
colleague engagement scores, and a further
increase in our high level of retention. Whilst we
have more work to do on diversity, we have
made progress, with greater representation
from ethnic minority backgrounds in our
leadership population.
Our progress against our sustainability pillars
The progress we are making
• 54% reduction in Scope 1 intensity emissions
from FY19 baseline
• 84% of tier 1 suppliers providing
environmental (Higg FEM) data
• >30% recycled content present in primary
plastic packaging for own-brand products
• 52% own-brand products now meet our
‘Conscious Choice’ criteria, made using more
sustainable materials
The progress we are making
• >£1m in fundraising for our charity partner
AgeUK and other causes in FY25
• 1.4m customers in our community
Facebook groups
• c.270k gifts donated to local causes
in our biggest ever ‘Delivering Joy’
winter campaign
• 48 outdoor community spaces transformed
by Dunelm colleagues in summer campaign
The progress we are making
• 7pts improvement in our colleague
engagement score
1
• 70bps increase in role-model leaders from
ethnic minority backgrounds, now at 6.5%
2
• c.90 colleagues involved in ‘Reach’
development programme for under-
represented ethnic groups
• 90% colleague retention, which has
continued to strengthen
1
Our home
the Planet
We are mindful that
the Planet provides the
resources we use to create
our products
Our home in
Communities
We have a home in
Communities where
our stores and sites operate
A home for our
People
We create a home for
the People working in
our business
Protecting our Business
Our strong corporate and ESG governance frameworks protect our business
for the benefit of all our stakeholders and preserve value in our business.
1. Excluding Republic of Ireland.
2. ‘Role-model leaders’ are defined as ‘Heads of’ and above and include regional and store coaches, but at present do not include
Republic of Ireland.
Dunelm Group plc
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CEO’s review continued
Building The Home of Homes
Our vision is for Dunelm to be the most trusted
and valued brand for customers in homewares
and furniture. In short, we want to truly become
‘The Home of Homes’. Throughout our history
we have grown by winning market share, and
from our current 7.9%
1
we are targeting a
medium-term milestone of 10%, with significant
opportunity beyond. To achieve this, our growth
plans are underpinned by three broad focus
areas, which in combination frame our priorities
and investments:
1. To elevate our product offer
2. To connect with more customers
3. To harness our operational capabilities
These focus areas are interconnected, and their
strength lies in their compounding benefits.
This is illustrated by the successful expansion of
our Click & Collect proposition, which grew by
around 30% in FY25, through the combination
of a greater product range being available, the
benefit of both a physical and digital shopping
experience, and improved processes to increase
efficiency for both customers and colleagues.
As we start the new financial year, we are
accelerating and evolving the parts of our plan
that play to our strengths as a multi-channel and
multi-category specialist, demonstrated through
the following examples.
Strategic pillar 1 Strategic pillar 2 Strategic pillar 3
Our progress against our strategic pillars
The progress we are making
We have continued to improve the product
offer across our assortment, developing
newer categories whilst maintaining focus
on heritage ranges:
• Doubled the size of our overall range in three
years to more than 100,000 SKUs
• More than doubled market share in
upholstered chairs and sofas over the past
five years, through product development
and sourcing
• Increased quality in core ranges, including
Egyptian Cotton towels, Fogarty quilts and
hanging pack curtains, whilst maintaining value
• Extended specialist authority and unique
ability to cross-coordinate colour across
textiles and many other product categories
The progress we are making
Our focus remains on combining the benefits
of physical and digital shopping to increase our
reach and improve customer experience:
• Continued to improve digital shopping
experience, driving digital sales up to 40%
of total sales, from <20% in FY19
• Opened landmark 200th store in Merthyr
Tydfil, with more superstores planned in
new locations
• Expanded London presence, opening first
inner London store in Westfield White City,
with a similar sized store opening in
Wandsworth planned for FY26
• Improved our Click & Collect customer journey
• Developed new app, available to customers
autumn 2025
The progress we are making
We continue to see opportunities, especially
driven by technology, to be more productive:
• Driven efficiencies in performance
marketing, using data and experimentation
to drive transaction profitability
• Rolled-out assisted self-checkouts to more
stores across our estate, and improved our
forecasting and replenishment system
• Optimised store colleague deployment
whilst protecting customer service levels
• Realised benefits through small-scale
automation and the optimisation of customer
returns in our supply chain
• Ongoing discovery in areas such as RFID in
textiles, deployment of AI, and
mechanisation of our logistics operations
Connect with more
customers
Developing and expanding our
channels to offer an easier, more
personalised experience
Harness our
operational capabilities
Leverage our skills and systems
to transform our proposition,
processes and productivity
Increase relevance and appeal
using our product mastery to extend
our choice, value, design and style
Elevate our
product offer
1. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025.
Dunelm Group plc
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CEO’s review continued
1. Elevate our product offer
Product remains at the heart of our customer
offer and, as a specialist, we draw on our
experience to increase our relevance and appeal
to a broad customer base. The size of our overall
range has also increased over time, and we now
offer more than 100,000 SKUs, almost double
the number we had three years ago. We take
care to maintain a curated and coordinated offer,
blending choice, value, design and style across
our collections.
Our furniture offer has been a strong contributor
to our growth for several years, benefiting from
building capabilities in product design and
sourcing. There is no better example of this than
upholstered chairs and sofas, where in the last
five years we have more than doubled our
market share in a £3bn
1
addressable market,
with significantly more opportunity ahead. We
now have a well-curated range of best-sellers,
including our popular Beatrice snuggle chairs,
available in a variety of colourways and materials,
at very competitive prices.
In our supply chain we are balancing efficiency
with customer choice, and most of our chairs
and sofas are now available for quick delivery
throughout the UK. With work also underway
on testing an improved furniture presentation
in store, we see plenty of headroom for further
growth in this category.
As well as developing newer categories, we
maintain an unrelenting focus on our heritage
ranges, working to extend our leadership in
areas such as textiles, where our market shares
are much higher. Here, product development
remains the starting point for raising the bar on
our customer offer. In our Egyptian Cotton
towels range, we have invested in more quality
in the yarn and manufacturing, enabling us to
introduce a slightly higher but competitive price
point, while remaining better value than
comparable quality elsewhere. These changes
have delivered good results, with increased
sales and gross margins. Similarly, in curtains,
where our collections already span multiple
price/quality tiers, we have now added more
quality in the better tier of hanging pack curtains,
with weighted corners, deeper headings, and a
wider colour selection helping to differentiate
our specialist proposition from alternatives.
Doubling down on our specialist authority gives
us the opportunity to increasingly attract
customers from non-specialists. Our ‘Home of
Colour’ campaign showcases the breadth and
depth of our ranges, as well as demonstrating
our unique ability to coordinate colour across
textiles and many other product categories,
enabling customers to create the look they want.
1. GlobalData UK upholstered furniture market, for the calendar
year 2024.
Dunelm Group plc
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CEO’s review continued
2. Connect with more customers
We connect with more customers through our
total retail system, combining the benefits of
physical and digital shopping to increase our
reach and improve customer experience.
Our connected channels help to drive frequency
and differentiate our proposition from single
channel players.
In recent years we have seen significant growth
in our digital sales, which combine home
delivery sales with Click & Collect and
tablet-based selling in stores, and now represent
40% of total sales. Back in FY19, when digital
sales were less than 20% of our total, we were
catching up with other retailers. We had a
reliable website, but only relatively basic search
tools and limited customer data. Since then,
we have made significant progress in optimising
and scaling this channel. We have aligned
payment systems between stores and online
sales; improved our use of data and
experimentation; and delivered better
personalisation, including through the
introduction of AI-driven search, all with the aim
of better understanding and improving the
shopping experience for our customers.
As we move forward, there is a much greater
opportunity to grow. Our app, which becomes
available to customers later this year, is our next
significant development. We deliberately chose
not to launch an app until our data and digital
capabilities were sufficiently developed. With
those foundations now in place, we will have the
ability to offer relevant, personalised and
inspirational product content to our customers,
without the significant costs that come with
generating website traffic to dunelm.com.
In time, the app will also allow us to develop
better cross-channel experiences, making it
easier to check stock availability in your local
store and access more product information.
As well as enhancing the online customer
experience, we are connecting to more customers
through our physical footprint. We now have 202
stores across the UK and Ireland, having opened
our landmark 200th store in Merthyr Tydfil earlier
this year.
London is a significant addressable market
where Dunelm remains underrepresented,
therefore offering an exciting growth
opportunity. We opened our first store in inner
London in FY25, a 5,000 sq ft site in Westfield
White City, and we will open a similar sized store
in Wandsworth in FY26. We also acquired two
freehold properties in London and the South
East, which will be converted to Dunelm stores in
the future. These developments are meaningful
steps to connect us to more customers in this
part of the country.
The different sizes and locations of our stores are
a function of site availability and catchment size.
Where practical, we prefer our standard larger
superstore format of c.30,000 sq ft, which
typically pays back in less than three years.
Where this is not possible, we look to smaller
alternatives, often around half the size and in infill
catchment areas, and which still provide a very
healthy return. In FY25 we opened six
superstores, split evenly between larger and
smaller stores. We expect to open 5—10 new
superstores this year, the majority of which will
be larger stores.
Our connected channels
combine the benefits of
physical and digital
shopping for our
customers, helping to
drive frequency and
differentiate our
proposition from single
channel players.
Dunelm Group plc
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CEO’s review continued
3. Harness our operational capabilities
Harnessing our operational capabilities refers to
how we think about improving efficiency and
effectiveness throughout the business, in order
to drive both growth and productivity.
We continue to see opportunities to be more
productive, especially in areas driven by
technology. Whilst ongoing inflationary
headwinds partly mask the visibility of the
benefits delivered to date, we have confidence
that our ongoing initiatives support long-term
sustainable and profitable growth, without
compromising the customer proposition.
Continuous improvement initiatives contributed
the majority of the £22m of operating cost
productivities in FY25. These included further
efficiencies in performance marketing, where we
use data and experimentation to drive customer
level transaction profitability. Meanwhile, in store
operations our teams are introducing new
processes and technology to improve colleague
efficiency and customer service levels, in growth
areas such as Click & Collect. Similarly, in our
supply chain, we continue to drive incremental
benefits through small-scale automation, and
the optimisation of customer returns.
We also continue to invest in larger programmes,
underpinned by technology and data, such as
the roll-out of assisted self-checkouts across our
stores, and a new forecasting and replenishment
system; both moderately sized programmes that
have grown our skills and confidence in
delivering technology and business change.
Looking forward, we are exploring other
opportunities that will offer future potential
benefits. This includes further deployment of AI;
the use of RFID to improve stock accuracy and
store processes; and the potential for further
mechanisation of our logistics operations. In our
usual way, we will approach these by testing and
learning as we go, ensuring we build confidence
in our investment plans.
Summary and outlook
As I look back on my tenure with Dunelm, the
unique strengths of this business have been a
constant in an ever-changing world. We have
seen significant political and economic changes
both domestically and internationally, technology
advancing at pace, high levels of inflation,
disruption to global supply chains, and, of
course, the Covid-19 pandemic. Through all this
change, Dunelm has continued to grow and
continued to thrive.
Our digital offer has matured but still has
significant potential, and our stores remain the
heartbeat of the business. Alongside broader
appeal across more product categories, these
competitive advantages position the business
very well for the future. Dunelm is differentiated
through the role it has in customers’ lives, our
communities and with our suppliers. We are
continuing to build the positive impact we have
as The Home of Homes, as we further strengthen
the business and build greater trust with all of
our stakeholders.
Dunelm has always had great ambition,
which has seen it go from strength to strength
throughout its history. We are as ambitious and
restless now as we ever have been, and our next
milestone of 10% market share is firmly within
sight. With customers at our heart, and an
ingrained focus on long-term, sustainable
growth, there is more opportunity than ever.
Nick Wilkinson
Chief Executive
9 September 2025
Significant market share opportunity
£24bn
1
Total market
Dunelm 7.9%
1. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025. Market size includes VAT.
Dunelm Group plc
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Key performance indicators
Tracking delivery
The Board uses a range of financial and
non-financial key performance indicators
(KPIs) to measure overall Group performance
and progress against our strategic priorities.
In addition to these KPIs the Group also strives
to make a positive social and environmental
impact by focusing on a series of sustainability
metrics. Full details of these can be found in
our Sustainability Report 2025.
Non-financial
Market share
%
Customer numbers
Year-on-year movement %
Employee net promoter score
(eNPS)
Year-on-year pts movement
Customer Satisfaction (CSAT)
%
Revenue
£m and growth %
Profit before tax (PBT)
£m and margin %
Free cash flow
£m
Diluted earnings per share
Pence and growth %
7.9% +0.8% +7pts £1,771m £211m £127m 76.8p
5.8%
7.9%
7.7%
7.1%
6.8%
FY21 FY25FY24FY23FY22
+0.8%
+5.1%
+2.8%
+8.5%
FY21 FY25FY24FY23FY22
Base
year
Base
year
+7pts
-10pts
-5pts
+1pts
FY21 FY25FY24FY23FY22
New
FY25
Base
year
1,336
1,771
1,706
1,639
1,581
+26.3%
+3.8%
+4.1%
+3.6%
+18.4%
FY21 FY25FY24FY23FY22¹
158
211
205
193
213
11.8%
11.9%
12.0%
11.8%
13.5%
FY21 FY25FY24FY23FY22¹
109
127
132
160
153
FY21 FY25FY24FY23FY22¹
62.9
76.8
74.4
75.0
83.6
+46.6%
+3.2%
-0.8%
-10.3%
+32.9%
FY21 FY25FY24FY23FY22¹
Definition
Market share of the combined UK
homewares and furniture markets
(excluding kitchen cabinetry and
bathroom furniture) as reported by
GlobalData UK. Dunelm categories
which are not part of the Globaldata
UK homewares and furniture markets
are also excluded, such as rugs
and Pausa.
Definition
Growth in total UK unique active
customers who have shopped in
the last 12 months, based on
management estimates using
Barclays data.
Definition
Score based on responses to the
question ‘How likely are you to
recommend Dunelm as a place to
work’ from our colleague survey
which we conduct bi-annually. The
above results are from May each
year. Excluding colleagues in the
Republic of Ireland.
Definition
Of the customers who complete
our survey, the percentage who
rate their experience with us as 5/5.
Overall CSAT is weighted based on
transaction volumes by fulfilment
channel (Stores, Home Delivery and
Click & Collect).
Definition
Total Group revenue and
year-on-year growth on a statutory
reporting basis.
Definition
Group profit before tax and
PBT margin on a statutory
reporting basis.
Definition
Free cash flow is net cash
generated from operating activities
less capex (net of disposals), net
interest paid (including leases) and
loan transaction costs, and
repayment of lease liabilities.
Definition
Profit after tax attributable to
shareholders divided by the
average number of dilutive
outstanding shares (as per note 8
on page 140).
Reason for measurement
Demonstrates our performance
relative to the wider homewares
and furniture markets. Measuring
this supports our ambition to reach
a medium-term milestone of 10%
market share.
Reason for measurement
Measures our ability to reach new
customers, which supports our
long-term growth opportunity.
Reason for measurement
Rates our colleagues’ experience
with us and the survey helps us
understand where we need to
improve to ensure that Dunelm is a
great place to work.
Why have we done this
CSAT provides an accurate view of
satisfaction of customers’ specific
touchpoints, with supporting data
which enables us to better
understand the drivers of
satisfaction and take action as
appropriate.
In its first year of measurement,
CSAT has driven a more granular
understanding of where we’re
succeeding, alongside the ability to
target specific issues. Accordingly,
we have implemented changes to
our Click & Collect collection
processes, and are focusing on
friendliness training in our stores.
Reason for measurement
Consistent growth is key to our
success, and this measures the
absolute size of the Group.
Reason for measurement
Reflects the underlying
performance of the Group and our
focus on delivering broadly stable
PBT margins over the medium term.
Reason for measurement
Strong cash generation is a key
business strength. We monitor cash
flows to ensure that we meet
business needs, make appropriate
investment decisions for long-term
profitability and return any surplus
cash to shareholders.
Reason for measurement
Reflects the total earnings in the
Group attributable to each share.
Progress
We continued our strong track
record of growth being driven by
market share by gaining 20bps in
FY25, driven by the relevance and
appeal of our homewares and
furniture offer.
Progress
Unique active customers further
increased by 0.8%, demonstrating
our continued customer relevance
and reach.
Progress
eNPS has improved by 7pts
year-on-year, particularly driven by
an improvement in questions
regarding managers’ support
across our stores.
Progress
FY25 sales growth was 3.8%, with
full year revenue of £1,771m.
Progress
FY25 PBT of £211m, at a PBT margin
of 11.9%.
Progress
Free cash flow was £127.4m, slightly
below the prior year despite higher
operating cash flows. Capital
expenditure was higher year-on-
year due to investments, including
the purchase of two freehold
stores. Investing in the business is
the priority of our capital allocation
policy; we have also returned cash
to shareholders by way of ordinary
and special dividends.
Progress
FY25 dEPS was 76.8p, up 3.2%
year-on-year. The year-on-year
increase primarily reflects the
growth in profit before tax, as well
as benefiting from a lower effective
tax rate.
Dunelm Group plc
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30

Key performance indicators continued
Changing our KPIs
Each year, we review our Group KPIs to ensure
that they remain the most relevant indicators of
the overall success of the company and provide
sufficient clarity on performance.
The following metrics were previously reported
as Group KPIs and can be found in our
Sustainability Report 2025. These are presented,
for clarity, alongside our full cohort
of sustainability metrics and targets.
• Scope 1 intensity reduction
• Diversity of our role-model leaders
Financial
Bonus Bonus LTIP
Market share
%
Customer numbers
Year-on-year movement %
Employee net promoter score
(eNPS)
Year-on-year pts movement
Customer Satisfaction (CSAT)
%
Revenue
£m and growth %
Profit before tax (PBT)
£m and margin %
Free cash flow
£m
Diluted earnings per share
Pence and growth %
7.9% +0.8% +7pts £1,771m £211m £127m 76.8p
5.8%
7.9%
7.7%
7.1%
6.8%
FY21 FY25FY24FY23FY22
+0.8%
+5.1%
+2.8%
+8.5%
FY21 FY25FY24FY23FY22
Base
year
Base
year
+7pts
-10pts
-5pts
+1pts
FY21 FY25FY24FY23FY22
New
FY25
Base
year
1,336
1,771
1,706
1,639
1,581
+26.3%
+3.8%
+4.1%
+3.6%
+18.4%
FY21 FY25FY24FY23FY22¹
158
211
205
193
213
11.8%
11.9%
12.0%
11.8%
13.5%
FY21 FY25FY24FY23FY22¹
109
127
132
160
153
FY21 FY25FY24FY23FY22¹
62.9
76.8
74.4
75.0
83.6
+46.6%
+3.2%
-0.8%
-10.3%
+32.9%
FY21 FY25FY24FY23FY22¹
Definition
Market share of the combined UK
homewares and furniture markets
(excluding kitchen cabinetry and
bathroom furniture) as reported by
GlobalData UK. Dunelm categories
which are not part of the Globaldata
UK homewares and furniture markets
are also excluded, such as rugs
and Pausa.
Definition
Growth in total UK unique active
customers who have shopped in
the last 12 months, based on
management estimates using
Barclays data.
Definition
Score based on responses to the
question ‘How likely are you to
recommend Dunelm as a place to
work’ from our colleague survey
which we conduct bi-annually. The
above results are from May each
year. Excluding colleagues in the
Republic of Ireland.
Definition
Of the customers who complete
our survey, the percentage who
rate their experience with us as 5/5.
Overall CSAT is weighted based on
transaction volumes by fulfilment
channel (Stores, Home Delivery and
Click & Collect).
Definition
Total Group revenue and
year-on-year growth on a statutory
reporting basis.
Definition
Group profit before tax and
PBT margin on a statutory
reporting basis.
Definition
Free cash flow is net cash
generated from operating activities
less capex (net of disposals), net
interest paid (including leases) and
loan transaction costs, and
repayment of lease liabilities.
Definition
Profit after tax attributable to
shareholders divided by the
average number of dilutive
outstanding shares (as per note 8
on page 140).
Reason for measurement
Demonstrates our performance
relative to the wider homewares
and furniture markets. Measuring
this supports our ambition to reach
a medium-term milestone of 10%
market share.
Reason for measurement
Measures our ability to reach new
customers, which supports our
long-term growth opportunity.
Reason for measurement
Rates our colleagues’ experience
with us and the survey helps us
understand where we need to
improve to ensure that Dunelm is a
great place to work.
Why have we done this
CSAT provides an accurate view of
satisfaction of customers’ specific
touchpoints, with supporting data
which enables us to better
understand the drivers of
satisfaction and take action as
appropriate.
In its first year of measurement,
CSAT has driven a more granular
understanding of where we’re
succeeding, alongside the ability to
target specific issues. Accordingly,
we have implemented changes to
our Click & Collect collection
processes, and are focusing on
friendliness training in our stores.
Reason for measurement
Consistent growth is key to our
success, and this measures the
absolute size of the Group.
Reason for measurement
Reflects the underlying
performance of the Group and our
focus on delivering broadly stable
PBT margins over the medium term.
Reason for measurement
Strong cash generation is a key
business strength. We monitor cash
flows to ensure that we meet
business needs, make appropriate
investment decisions for long-term
profitability and return any surplus
cash to shareholders.
Reason for measurement
Reflects the total earnings in the
Group attributable to each share.
Progress
We continued our strong track
record of growth being driven by
market share by gaining 20bps in
FY25, driven by the relevance and
appeal of our homewares and
furniture offer.
Progress
Unique active customers further
increased by 0.8%, demonstrating
our continued customer relevance
and reach.
Progress
eNPS has improved by 7pts
year-on-year, particularly driven by
an improvement in questions
regarding managers’ support
across our stores.
Progress
FY25 sales growth was 3.8%, with
full year revenue of £1,771m.
Progress
FY25 PBT of £211m, at a PBT margin
of 11.9%.
Progress
Free cash flow was £127.4m, slightly
below the prior year despite higher
operating cash flows. Capital
expenditure was higher year-on-
year due to investments, including
the purchase of two freehold
stores. Investing in the business is
the priority of our capital allocation
policy; we have also returned cash
to shareholders by way of ordinary
and special dividends.
Progress
FY25 dEPS was 76.8p, up 3.2%
year-on-year. The year-on-year
increase primarily reflects the
growth in profit before tax, as well
as benefiting from a lower effective
tax rate.
Details of measures used for FY25 bonus and LTIP
outcomes can be found in the Remuneration
Committee report on pages 93 to 96. Further
information on the performance criteria that
apply to the FY26 bonus and FY26—28 LTIP award
can be found on pages 102 to 103.
Bonus LTIP
1. FY22 included a 53rd week for statutory reporting purposes.
Dunelm Group plc
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31

CFO’s review
Growth and operational grip
whilst investing for the long-term
We will continue to
invest in our strategic
priorities, and are
confident in our plans
to drive long-term,
sustainable growth
and efficiencies.
Total Group sales
£1,771m
FY24 £1,706m
Profit before tax
£211m
FY24 £205m
Free cash flow
1
£127m
FY24 £132m
Ordinary dividend per share
44.5p
FY24 43.5p
2. Based on GlobalData UK combined homewares and furniture
markets, excluding kitchen cabinetry and bathroom furniture,
for the 12 months to June 2025.
1. Free cash flow is defined as net cash generated from operating
activities less capex (net of disposals), net interest paid
(including leases) and loan transaction costs, and repayment
of principal element of lease liabilities. A reconciliation of
operating profit to free cash flow is included on page 34.
Income Statement
FY25 FY24 YoY
Revenue £1,771.0m £1,706.5m + 3.8%
Gross profit £928.3m £883.3m +5.1%
Gross margin % 52.4% 51.8% +60bps
Net operating costs (£706.3m) (£670.0m) +5.4%
Operating profit £222.0m £213.3m +4.1%
Net finance costs (£11.0m) (£7.9m) +39.2%
Profit before tax £211.0m £205.4m +2.7%
PBT margin % 11.9% 12.0% (10bps)
Taxation (£54.7m) (£54.2m) +0.9%
Profit after tax £156.3m £151.2m +3.4%
Effective tax rate 25.9% 26.4% (50bps)
Revenue
Total sales for the full year increased by 3.8% to
£1,771m (FY24: £1,706m). We were pleased with
the strength of our trading performance, in a
market which despite growing slightly in the
year, is yet to demonstrate sustained signs of
consumer recovery. We gained further market
share through our high quality sales growth,
increasing by 20bps in the full year to 7.9%
2
.
Digital participation increased again, up 3ppts
year-on-year to 40%, reflecting the success of
our ongoing focus on enhancing customers’
digital experience. Digital participation includes
the benefits of our improved Click & Collect
proposition, where we have significantly
expanded the number of products available,
whilst simultaneously improving and simplifying
in-store collection processes.
Through fast and convenient channels, we are
connecting more customers to more products
and the appeal of our ranges drove increased
sales volumes in the year. We also increased our
average item value, driven by product and
category mix, with particularly strong growth in
our furniture and Made-to-Measure categories.
With our usual focus on outstanding value, we
approach pricing through a rigorous focus on
our good, better and best price and quality tiers,
ensuring that we offer great value at all price
points. This year we have continued to hold retail
prices broadly stable, without passing on
significant inflation to our customers.
Dunelm Group plc
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32

CFO’s review continued
We continue to operate in an inflationary
environment, which added a further £21m to our
cost base. This was primarily driven by labour
cost inflation linked to increases in the National
Living Wage, as well as increased employer
National Insurance contributions in the final
quarter of our financial year. The annualisation of
these increases will also impact FY26, when we
expect overall inflation to be 3—4% of our
operating cost base.
Investment in the business, to support long-term
growth and ongoing efficiencies, remains a
priority. We invested £17m through operating
costs in the full year, including the cost of six new
superstore openings and the embedding of the
Home Focus business in Ireland into our Group
operations.
Cost increases from inflation and continued
investment were partly offset by further
productivity gains of £22m. These included
performance marketing efficiencies, where we
have benefitted from investment in more
advanced AI technology to improve on-site
conversion, whilst enhancing the customer
proposition. To drive efficiencies in our operations,
we have reviewed our in-store operating model
to deliver incremental improvements, and have
implemented various tactical initiatives across
our supply chain, for example improving
processes associated with customer returns.
To ensure these decisions are made without
impacting the customer experience, we have
also introduced a customer satisfaction (CSAT)
tool, giving us timely and granular feedback to
which we can appropriately respond.
We are reporting £5m of other operating
income, comprising insurance receipts related
to two store fires in FY25, and rental income.
Costs associated with both the store fires and
freehold properties are included within
operating expenses.
As we have always done, in FY26 we will continue
to invest in the business to support our strategic
priorities, despite inflationary headwinds. We
are confident in our plans to drive long-term,
sustainable growth and efficiencies.
Profit before tax
In FY25, operating profit increased to £222m,
£9m higher than the prior year (FY24: £213m) as
our expanded gross margin and productivity
gains more than offset inflationary cost
headwinds and ongoing investment activity.
Net finance costs of £11m (FY24: £8m) were £3m
higher year-on-year, reflecting a higher net debt
level. Finance costs included interest on IFRS 16
lease liabilities of £7m (FY24 H1: £6m).
Overall, profit before tax in the period was
£211m (FY24: £205m), up £6m year-on-year and
representing a PBT margin of 11.9% (FY24: 12.0%).
Our ability to offer value across our product
ranges drives very broad customer appeal.
We have continued to offer relevance across
categories with our curated seasonal ranges,
from student essentials to outdoor inspiration,
designed to cater to our customers’ evolving
needs. The number of active customers was up
80bps
1
in the year, contributing to overall sales
growth, alongside higher shopping frequency.
We saw particularly strong growth in our
youngest customer cohort of 16—24 year-olds,
as well as in the London region, reflecting our
increasingly broad proposition.
Gross margin
We have again executed with commercial and
operational grip, to deliver a very strong full year
gross margin of 52.4%, up 60bps year-on-year,
largely without passing on inflationary cost
increases to our customers. We maintained tight
control of input costs, including proactive
management of freight and FX, which were
broadly neutral across the full year (although FX
became a small margin tailwind in the final
quarter). Towards the end of the financial year,
we also benefitted from a particularly strong
sell-through of our seasonal ranges, and
throughout our Summer Sale we managed our
promotional activity effectively, delivering a
strong full price sales performance.
Looking ahead, we will continue to apply a tight
grip to our management of gross margin. We
expect a moderate tailwind from FX and a small
headwind from freight in FY26, and other input
costs are currently broadly stable. We will retain
optionality over pricing decisions and
discounting, whilst prioritising our overall value
proposition through our good, better and best
range architecture, to ensure that we deliver
sustainable and profitable growth.
Net operating costs
Net operating costs were £706m (FY24: £670m),
representing a net operating costs:sales ratio of
39.9%. This was up 60bps on the prior year
(FY24: 39.3%), primarily driven by inflation and
our commitment to continued investment in the
business to support our long-term strategic
priorities. The increase in costs was partly offset
by productivity gains which accelerated from the
previous year.
Our volume-driven costs added £18m to
operating costs in FY25, driven particularly by
performance marketing and logistics. These
cost increases were especially impacted by Click
& Collect and two-person furniture deliveries,
both areas where we have seen strong growth.
Revenue
FY25 FY24 YoY
Total Group sales £1,771.0m £1,706.5m +3.8%
Digital % total sales 40% 37% +3ppts
Combined market share
1
7.9% 7.7% +20bps
Active customer growth
2
N/A N/A +80bps
1. Based on GlobalData UK combined homewares and furniture markets, excluding kitchen cabinetry and bathroom furniture, for the
12 months to June 2025.
2. Year-on-year growth in UK unique active customers who have transacted at least once in the 12 months to June 2025. Management
estimates using Barclays data.
Net operating costs
FY25 FY24 YoY
Operating costs (£711.0m) (£670.0m) (£41.0m)
Other operating income £4.7m — +£4.7m
Net operating costs (£706.3m) (£670.0m) (£36.3m)
Net operating costs:sales % 39.9% 39.3% +60bps
Dunelm Group plc
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33

CFO’s review continued
Banking agreements
At 28 June 2025, the Group had in place a
£250m unsecured revolving credit facility (RCF).
The terms of the RCF included covenants in
respect of leverage (net debt
1
to be no greater
than 2.5× adjusted EBITDA
2
) and fixed charge
cover (EBITDAR
3
to be no less than 1.75× fixed
charges
4
), both of which were met comfortably
as at 28 June 2025. A one-year extension to the
facility was agreed in August 2025, with a
maturity date of September 2029. The terms
are consistent with normal business practice
and the covenants are unchanged. The Group
also maintains £10m of uncommitted
overdraft facilities.
Going concern
At the time of approving the financial
statements, the Board of Directors is required to
formally assess that the business has adequate
resources to continue in operation and as such
can continue to adopt the ‘going concern’ basis
of accounting. To support this assessment,
the Board is required to consider the Group’s
current financial position, its strategy, the market
outlook and its principal risks.
The key judgement that the Directors have
considered in forming their conclusion is the
potential impact on future revenue, profits and
cashflows of a downturn in consumer spending
away from the homewares and furniture
markets, due to ongoing macroeconomic
uncertainty and subdued consumer confidence.
This scenario could result in lower than planned
growth in Year 1, followed by a lower sales
growth trajectory and higher costs to sales ratios
throughout the review period.
1. Cash and cash equivalents less total borrowings (as shown in
note 19). Excludes IFRS 16 lease liabilities.
2. Adjusted EBITDA defined as EBITDA less depreciation of right-
of-use assets.
3. EBITDAR defined as EBITDA plus rent.
4. Fixed charges are defined as net interest costs plus right-of-use
asset depreciation plus rent.
This continued our track record of applying
operational grip to deliver sustainable profitable
growth. To achieve this over time, we take
decisions on pricing, value and investment whilst
managing costs that may be driven by external
factors or associated with growth, and which my
impact either gross profit or operating expenses.
Overall we have flexibility across the P&L to
manage to a broadly stable PBT margin over time.
Earnings
Profit after tax of £156m (FY24: £151m) reflects
an effective tax rate of 25.9% (FY24: 26.4%). As
reported at our half year, we saw a normalisation
of the effective tax rate, in line with our historic
rangeof50—100bpsabove the headline rate
— the prior year included the impact of a one-off
deferred tax adjustment. The difference
between the effective tax rate and the headline
rate reflected the disallowable expenditure
related to property purchases and intangible
asset additions. The impact of the Irish tax rate
on the Group is immaterial.
Basic earnings per share (EPS) for the period was
77.2 pence (FY24: 74.7 pence). Diluted EPS was
76.8 pence (FY24: 74.4 pence), growing 3.2%
primarily due to the increase in profit before tax,
with a small benefit from the lower effective
tax rate.
Cash generation and net debt
Operating cashflow for the period was £256m,
up 10.2% year-on-year, reflecting our trading
performance and neutral working capital,
compared to an outflow in the prior year.
Inventory was broadly flat year-on-year, despite
sales and volume growth, as we saw the benefit
of our forecasting and replenishment system
implementation.
Capital expenditure for the year of £67m
(FY24: £40m) was higher than our long-term
average, predominantly due to £38m of strategic
investment in acquisitions. These included two
freehold property purchases in areas of white
space in London and the South East, the Home
Focus business, and the Designers Guild
brand and archive. The freehold properties
will be converted to Dunelm stores in the
future, with works commencing later this year.
Other capital expenditure included £22m
investment in our store estate, including six new
superstores and one inner London store, eight
refits of existing stores, and our ongoing
decarbonisation programme.
We expect FY26 capital expenditure to be
around £50m, including 5—10 new superstore
openings, at least one inner London store and
around ten store refits. This does not assume
any further freehold acquisitions. As previously
guided, we expect the majority of our new store
openings to be leasehold, but will consider
freehold investment opportunities in areas
where we are underrepresented, and where
financial returns are sufficiently attractive.
Cash tax paid in the year was £55m (FY24: £50m).
Total dividend payments in the period were
£159m (FY24: £158m). The Group also periodically
makes share repurchases to hold in treasury to
satisfy obligations under employee share
schemes, and in the year repurchased £15m of
shares (FY24: nil). The Group held 2.1m shares
in treasury as at 28 June 2025 (FY24: 1.2m).
As a result, free cash flow for the year was £127m
(FY24: £132m), reflecting an operating profit to
free cash flow conversion of 57% (FY24: 62%);
maintaining a strong overall free cash flow
despite the higher capital expenditure in FY25.
Cash generation and net debt
FY25 FY24 YoY
Operating profit £222.0m £213.3m +£8.7m
Depreciation and amortisation
1
£83.4m £82.0m +£1.4m
Net movement in working capital (£0.5m) (£17.7m) +£17.2m
Share-based payments £5.5m £4.3m +£1.2m
Tax paid (£54.5m) (£49.6m) (£4.9m)
Net cash generated from operating activities £255.9m £232.3m +£23.6m
Capex & business combination (£67.3m) (£39.9m) (£27.4m)
Net interest and loan transaction costs
2
(£10.6m) (£9.4m) (£1.2m)
Repayment of principal element of lease liabilities (£50.6m) (£50.8m) +£0.2m
Free cash flow £127.4m £132.2m (£4.8m)
Net debt
3
£102.0m £55.6m +£46.4m
1. Including impairment and loss on disposal.
2. Including interest on lease liabilities.
3. Cash and cash equivalents less total borrowings (as shown in note 19). Excludes IFRS 16 lease liabilities.
Dunelm Group plc
Annual Report and Accounts 2025
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34

CFO’s review continued
Capital and dividend policies
The Board policy on capital structure targets
an average net debt level (excluding lease
obligations and short-term fluctuations in
working capital) of between 0.2× and 0.6× the
last 12 months’ EBITDA
1
.
The Group’s dividend policy targets ordinary
dividend cover
2
of between 1.75× and 2.25×
earnings per share during the financial year to
which the dividend relates, and expects to
maintain or progress, the absolute amount of
each dividend payment in line with the growth of
the business. The Board may allow a temporary
fall in dividend cover requirements to maintain
the dividend.
The Board will continue to consider returning
surplus cash to shareholders if average net debt,
excluding lease liabilities, over a period,
consistently falls below the minimum target of
0.2× EBITDA
1
, subject to known and anticipated
investment and expenditure plans at the time.
Capital and dividend policies
• Target average net debt between 0.2×
and 0.6× the last 12 months’ EBITDA.
1
• Ordinary dividend cover of between 1.75×
and 2.25× earnings per share during the
financial year to which the dividend relates.
• Return surplus cash if net debt consistently falls
below the minimum target of 0.2×EBITDA.
1
The Group’s full capital and dividend policies are
available on our website at corporate.dunelm.com.
Dividends
Recognising our performance for the full year
and ongoing confidence in the business, the
Board has proposed a final ordinary dividend
of 28 pence per share. This takes the full year
ordinary dividend to 44.5 pence per share, an
increase of 2.3% compared to the prior year
(FY24: 43.5 pence per share). Dividend cover of
1.73× is very slightly below the Group’s targeted
minimum of 1.75×. The Board considers this level
appropriate in order to reflect ordinary dividend
growth broadly aligned to PBT growth of 2.7%.
The final dividend will be paid on 25 November
2025. The ex-dividend date is 30 October 2025
and the record date is 31 October 2025.
Including a special dividend of 35 pence per
share announced at our interim results, we
declared total dividends of 79.5 pence per share
during the year.
Total dividends paid within the year were £159m,
including a special dividend of £70m (35 pence
per share).
Karen Witts
Chief Financial Officer
9 September 2025
The Directors have also considered a deeper
downturn in consumer spending away from
homewares, resulting in negative growth in
Year 1, again followed by a lower sales growth
trajectory and higher costs to sales ratios
throughout the review period.
In these downside scenarios Dunelm has
sufficient liquidity to continue trading, to maintain
the payment of dividends, and to comfortably
meet financial covenants. The Directors continue
to assess the risks that climate change poses to
the business.
Reverse stress modelling has demonstrated that
a prolonged sales reduction of 30% in Year 1
and 32% in Year 2 would be required to breach
covenants by the end of FY27; and a 45% sales
reduction in each year would be required to
breach the RCF limit by the end of FY27,
assuming reasonable mitigating actions have
been implemented.
Additionally, the Directors have also reviewed
the potential impact of material disruption to
trading in our digital channel (including home
delivery, tablet-based sales in store, and Click &
Collect sales) in Year 1 reflecting the ongoing
cyber security risk to retailers. The Directors are
satisfied the Group maintains appropriate
access to short-term cash in the event of such
a circumstance.
Currently, climate change is not expected to
have a significant impact on the Group’s going
concern assessment or on the viability of the
Group over the next three years.
The Board believes that the Group is well placed to
manage its financing and other significant risks
satisfactorily and that the Group will be able to
operate within the level of its facilities and meet
its liabilities as they fall due, for at least the next
three years. For this reason, the Board considers
it appropriate for the Group to adopt the going
concern basis in preparing its financial statements.
1. EBITDA defined as operating profit plus depreciation and
amortisation of property, plant and equipment and intangible
assets plus loss on disposal and impairment of property, plant
and equipment and intangible assets plus depreciation of right-
of-use assets.
2. Dividend cover is calculated as earnings per share divided by
the total ordinary dividend relating to the financial year.
Our tax strategy
FY25
£m
FY24
£m
Net VAT collected 183.9 173.0
Payroll taxes including National Insurance
1
64.6 60.8
Corporation tax 54.8 49.5
Plastic packaging tax 0.1 0.0
Total tax contributions 303.5 283.3
1. All Dunelm colleagues are based in the United Kingdom, except for c.200 colleagues employed in our Home Focus business, based
in the Republic of Ireland, and our store in Jersey.
Dunelm is committed to full compliance with all statutory obligations and full disclosure to tax authorities.
The Group’s tax affairs are managed in a way that is consistent with the Group’s commitment to high standards
of governance. The Board has established a set of principles that form the basis of the management philosophy
and the tax policy of the Group. These principles can be found in full in our Group Tax Strategy which is
published on our corporate website and reviewed each year. Our Group Tax Strategy sets out one shared
vision within the Group of tax compliance and one view of performance.
Dunelm Group plc
Annual Report and Accounts 2025
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35

Risks and risk management
Risk Governance
The Board is supported by the Audit and Risk
Committee, which monitors the ongoing
effectiveness of our risk management framework.
The Committee receives independent
assurance on the effectiveness of our approach
to risk management and internal control systems
through the activities of internal audit.
For more information on the management
of our internal controls see pages 85 and 86
There is a formal process for setting the risk
appetite and for identifying, assessing, and
reviewing risks, as described further on the
following pages. Risks inevitably evolve and
change over time and the Board acknowledges
that the risk management framework, and our
system of internal controls, are designed to
manage such risks appropriately, rather than
eliminate them.
Risk management
We have an established Risk and Resilience
Committee (‘R&R Committee’), chaired by the
CFO which meets monthly. It comprises risk
owners from various business areas,
representatives from our compliance functions
and the Head of Internal Audit.
The R&R Committee’s key purpose is to review
the risk management framework, ensuring it
remains effective, and to support the Board and
Audit and Risk Committee in their oversight of
risk management. At each meeting, the R&R
Committee reviews the leading and lagging key
risk indicators (KRIs) associated with Dunelm’s
principal risks, enabling risk owners to highlight
concerns, identify trends and explain the
mitigations in place.
Individual members of the Executive Team and
senior leadership are responsible for managing
the risks and controls in their respective business
areas. They are also expected to identify and
monitor new and emerging risks both within
their areas of the business and from an
enterprise-wide perspective. This is done
through the maintenance of operational risk
registers. Any material issues, trends or
emerging risks are escalated to the R&R
Committee as appropriate. In addition, they are
responsible for ensuring that there has been
appropriate consideration of all relevant risks
when defining strategy, proposing business
cases and implementing decisions.
The R&R Committee also considers regular
reports from key compliance areas (such as data
protection and information security, regulated
credit, health and safety, ethical sourcing, store
security and business conduct) as well as status
updates on any outstanding internal audit
actions. A summary of the R&R Committee’s
activities and findings is reported on a regular
basis to the Audit and Risk Committee.
Risk identification and prioritisation
We adopt a top-down and bottom-up approach
to ensure that there is an overarching view of
Group risks. This is considered monthly by way
of the KRIs presented to the R&R Committee,
and also more formally by way of a biannual
review of the key operational risks (presented by
each respective operational risk register owner),
as well as the Group’s principal risks (presented
by each respective principal risk owner). As part
of the assessment, the key operational risks are
mapped to the principal risks to enable
appropriate challenge to those previously
identified as most material to the Group.
The assessment considers both the inherent
risk (before mitigation) and residual risk (after
mitigation is applied). The output of the
assessment is reported to the Audit and Risk
Committee for challenge and consideration
ahead of being presented to the Board for
review and approval.
Risk appetite
The Board sets the risk appetite for the Group,
taking into consideration the expectations of its
shareholders and other stakeholders. The clear
articulation of our risk appetite provides for an
effective mechanism to inform investment
decisions, facilitate the discussion of risk, set
parameters within which objectives must be
delivered, and support the awareness of risk
by our colleagues and partners. The Board
reviewed the Group risk appetite in the year
and confirmed that it remains appropriate.
Effective
risk management
The Board as a whole is responsible for the management of risk throughout the
Group and ensures that our ambition and strategic objectives are in line with our
risk appetite.
We adopt a
top-down and
bottom-up approach
to ensure that there
is an overarching
view of Group risks.
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Risks and risk management continued
Risk management
framework
Risk governance
Group Board
• Overall responsibility for the risk
management framework.
• Sets the risk appetite for the Group.
• Responsible for ensuring that effective
internal control and risk management
systems are embedded within the business.
• Conducts assessment of principal risks.
Audit and Risk Committee
• Responsible for assessing the ongoing
effectiveness of the Group’s risk
management framework, controls and
processes.
• Approves the internal audit programme and
undertakes an independent review of action
plans to mitigate and manage material risks.
• Reviews principal risks for presentation to
the Board.
Risk and Resilience Committee
• Responsible for developing and reviewing
the risk management framework and
processes.
• Supports the Board and Audit and Risk
Committee in their oversight of risk
management.
• Conducts reviews of the principal risks.
• Identifies and manages risks as they arise.
• Monitors Key Risk Indicators.
• Provides a forum to assess progress under
action plans to mitigate and manage risks.
• Conducts deep dives into areas of
operational risk.
• Reviews reports on key compliance areas:
health and safety; data protection and
information security; regulated credit;
ethical sourcing; store security and business
conduct.
Risk and control owners
Individual members of Executive Team or senior leadership
• Primary responsibility for identifying,
assessing and managing risk in area of
responsibility within risk appetite.
• Maintains operational risk register in area
of responsibility.
• Escalates key risks and concerns as
appropriate.
Top-down
review of
risks
Independent assurance
Internal audit
• Provides independent assurance to
the Board, Audit and Risk Committee
and management on the effectiveness
of risk management and internal
control systems.
• Conducts independent audits of risks to
the business in accordance with
risk-based internal audit programme.
Risk-based reviews
• Specialist reviews performed by third
parties as required.
Bottom-up
review of risks
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Principal risks & uncertainties
Principal risks and uncertainties
The Board confirms that a robust assessment
of the principal risks facing the Group has been
carried out, including emerging risks and those
that would threaten its business model, future
performance, solvency, or liquidity. In conducting
such a review, one new principal risk was
identified in the year. Additionally, there were
two principal risks where the potential impact is
deemed to be increasing and one principal risk
where the impact has been downgraded to
stable as described below.
The introduction of ‘geopolitical uncertainty’
as a new principal risk reflects ongoing global
tensions, trade disputes and regional conflicts,
exposing vulnerabilities in retail supply chains
and putting additional pressure on margins
and costs. The overall impact, if not managed
appropriately, could lead to detrimental impact
on performance and disrupt our operations.
We continue to closely monitor key developments
in our external environment to assess potential
impacts and act accordingly to mitigate risks.
The increased risk in ‘IT systems, data, and cyber
security’ risk is driven by the increasing volume
and sophistication of attacks targeting
organisations across all sectors, with recent
incidents in the retail industry highlighting this
threat. These challenges pose a serious risk to
the security and integrity of our infrastructure.
Significant work has been undertaken, but
further strengthening defences remains a top
priority, and we continue to invest in proactive
measures to safeguard the business and
mitigate potential impacts.
The ‘business change’ risk reflects our ongoing
investment in change programmes that are key
to our strategy and the delivery of further growth
and efficiencies. We consider this an increasing
risk in the medium term as we continue to take
on larger and more complex projects. However,
it is anticipated that the risk will stabilise as we
continue to deliver.
A series of proactive and strategic steps taken in
FY25 to actively manage the impact of supply
chain disruption alongside efforts to improve our
operational resilience has led to the downgrading
of the supply chain resilience risk to stable.
The Board’s assessment of the principal risks and
uncertainties facing the Group as at the date of
this report and how we mitigate them is set out
on pages 39 to 43. The principal risks are not set
out in any order of priority and do not represent
all risks associated with the Group’s activities.
Additional risks that are not currently deemed
principal risks are nevertheless monitored for
their impact on the Group.
Emerging risks and opportunities
Risks are constantly evolving, and an awareness
of emerging risks is important in shaping
effective strategic planning. Understanding and
monitoring their potential implications enables
us to consider emerging risks appropriately
within our decision-making processes.
We identify emerging risks by analysing
customer and market metrics and insights,
relevant publications and consultation papers,
and drawing on the expertise of both internal
and external subject matter experts.
We continue to consider the effects of
technological developments, most notably the
opportunities and risks presented by AI, as well
as the pace of regulatory change. We also
remain focused on the evolution of stakeholder
expectations around sustainability-related
matters on a broader basis than our existing
‘climate-change and environment’ risk.
Task Force on Climate-related
Financial Disclosures
Climate change remains a principal risk for the
Group as identified in FY19 and continues to
inform our strategy and governance. The
preparation of our TCFD report (found on page
44) enabled us to assess our progress during
FY25 and identify areas for further improvement.
We have maintained a strong governance
framework, and robust controls, while further
integrating climate-related considerations
into our day-to-day operations. This includes
expanding the use of lower-impact materials
in product design and improving supplier
engagement through enhanced data collection
and performance dashboards.
Our scenario modelling and financial impact
assessments have become more sophisticated,
using updated external data sources and
internal forecasts to better understand the
implications of climate-related risks and
opportunities. We have made continued
progress in emissions reporting, with Scope 1
emissions reduced by 26% from our FY19
baseline. Investments in renewable energy and
low-emission vehicle fleets remain a focus.
We acknowledge the challenges ahead,
particularly in reducing Scope 3 emissions and
adapting to evolving regulatory frameworks.
We have plans during FY26 to refresh several
metrics and targets, including those for cotton,
timber, water and packaging (details of which
are set out on page 52), to reflect our
sustainability ambitions and commitment to
building long-term resilience in the face of
climate change.
For more information on how we manage our
climate-related risks see our TCFD report on
pages 44 to 52
At a glance
Principal risks Risk trend
Geopolitical uncertainty
Customer offer
Product reputation and trust
Business change
People and culture
IT systems, data and cyber security
Regulatory and compliance
Supply chain resilience
Finance and treasury
Climate change and environment
Risk trend
Stable Increasing Decreasing New
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Principal risks & uncertainties continued
Key
Strategic
pillars
Elevate our
product offer
Connect with
more customers
Harness our operational
capabilities
Stakeholder
groups
Customers Colleagues Communities Suppliers Planet Shareholders
Customer offer
Description of risk
Ongoing macroeconomic uncertainty and inflationary
pressure on consumers has led to significant change
in consumer behaviour. Failure to respond to
changing consumer needs and to maintain a
competitive offer will undermine our ambition to
increase market share and drive profitable and
sustainable growth.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Executive
How we mitigate
• Leverage customer and market insights to better
understand our existing and potential new
customers and adapt our offer as appropriate to
their changing needs.
• Continually refine our strategy to become a more
trusted and valuable brand (see pages 10 to 12 for
business model).
• Invest in initiatives specifically aimed at enhancing
the user experience and strengthen multichannel
engagement.
• Drive new product development, with an emphasis
on own-brand innovation and design, in both
existing and new categories, embed sustainability
principles to differentiate and enhance our
customer proposition.
• Ongoing review of supply chain capacity and
capability, investing where needed to support
growth and resilience.
• Expand product range to appeal to every budget
and style and regular price point review to maintain
competitiveness.
• Deepen customer engagement through social
media activity and community involvement.
• Consider wider market opportunities to extend our
customer offer and unlock new growth channels.
Geopolitical uncertainty
Description of risk
The geopolitical landscape is complex and
unpredictable. Global tensions, trade disputes and
regional conflicts continue to disrupt supply chains,
driving up costs and creating uncertainty across key
markets. These pressures are compounded by
shifting domestic regulations, economic weakness
and expectations around ethical sourcing and
social responsibility.
Our ability to anticipate and respond to these
pressures is essential to protecting operations,
supporting our colleagues, and sustaining growth.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Executive
How we mitigate
• Monitor geopolitical developments, regulatory
changes and trade developments to allow for
timely assessment of potential impacts on business
operations and inform response planning.
• A strong and diverse senior leadership team
actively contributes to strategic planning,
scenario testing, and decision-making processes,
ensuring agile responses to a broad spectrum of
operational challenges.
• Maintain a mature and embedded risk
management and governance structure to provide
consistent oversight, accountability, and timely
escalation of emerging risks.
• Utilise lessons learned from past events in planning
and to drive actions as appropriate to enhance
preparedness and further build resilience.
• Review and test disaster recovery, crisis
management and business continuity plans to
minimise disruption caused by unexpected
geopolitical and other global events.
• Maintain strong supplier relationships and
communication.
• Ongoing review of reliance on suppliers in
specific jurisdictions.
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Principal risks & uncertainties continued
Business change
Description of risk
Dunelm recognises that there is significant
opportunity in digitalising the business and has
invested and will continue to invest in system
improvements to drive growth and efficiency.
Failing to successfully introduce, deliver, and leverage
new technology and systems, along with the
associated process, organisational and people
related changes across the business could result in
reduced operational efficiency, competitiveness,
relevance and growth. Furthermore, failure to deliver
the expected objectives on time and on budget and
without effective engagement, training and support
for colleagues could risk delivery of the planned
business benefits.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Technology and Information Officer
How we mitigate
• Continue investing in digital and technology
initiatives aligned to strategic priorities to enable
sustainable, long-term growth.
• Apply a structured and disciplined delivery
methodology applied to business change
programmes, led by experienced project
managers to ensure consistency and accountability.
• Executive Team transformation forum to oversee
delivery of the strategic benefits (both customer
and efficiency driven).
• Refreshed ways of working and allocation of
resource to key change programmes (supported
by external expertise as needed) to ensure clear
ownership of projects and agile development.
• Regular review of roadmaps and workstream
prioritisation by cross-functional leaders to ensure
ongoing alignment with delivery of strategy.
• Focus on building and strengthening third-party
relationships to support collaborative, transparent,
and consistent programme delivery.
• Committed resources to support colleague
communications, training, and change management.
• Ongoing simplification and rationalisation of
processes and systems to reduce complexity and
improve agility.
• Track progress through regular reviews using
appropriate KPIs with all stakeholders, identifying
risks to delivery and implementing mitigation
actions as needed.
Product reputation and trust
Description of risk
Our stakeholders expect us to deliver products that
are safe, compliant with legal and regulatory
requirements, and fit for purpose. Our customers are
increasingly aware of the environmental and social
impact of their purchases and want to know that our
products have been responsibly sourced and that
their environmental impact is minimised.
Failure by our suppliers to uphold our approach
to business ethics, regulatory compliance, human
rights (including safety and modern slavery) and
the environment may undermine or damage our
reputation as a responsible retailer and result in
a loss of confidence in Dunelm.
Stakeholder groups Risk trend
Link to strategy Risk owner
Director of Commercial and Supply Chain
How we mitigate
• Mandatory training, a range of policies and our
Ethical Code of Conduct for Suppliers and Partners
govern, amongst other things, the quality of
products and production processes, and our
expectations in relation to responsible sourcing,
anti-corruption and anti-bribery and modern slavery.
• A dedicated and experienced team, supported by
third-party specialists, monitors compliance with
our policies, codes and applicable regulations.
• Ongoing expansion of our ethical audit
programme to increase oversight and assurance
across supply chains.
• Provision of targeted training to commercial
teams and suppliers on sourcing and integrating
sustainable materials into our products
and packaging.
• Host an annual supplier conference, awareness
training and webinars at which compliance with
policies and the Ethical Code of Conduct for
Suppliers and Partners are a key topic.
• Gather and analyse data from suppliers to track
progress against sustainability targets for products
and packaging.
• Regular review by senior colleagues of product
recalls and product safety-related issues, with clear
procedures in place for rapid response.
• Whistleblowing procedure and independently
administered hotline to enable concerns to be
raised in confidence.
• Enhanced third-party mapping and risk assessment
of our cotton and timber supply chains.
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Principal risks & uncertainties continued
IT systems, data and cyber security
Description of risk
Our IT systems and infrastructure are critical to
managing our operations, interacting with customers,
and trading successfully. A key system being
unavailable or suffering a security breach could lead
to operational difficulties, loss of sales and
productivity, legal and regulatory penalties due to
loss of personal data, reputational damage, and loss
of stakeholder trust.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Technology and Information Officer
How we mitigate
• Review and test incident response, crisis
management, and business continuity plans,
including IT disaster recovery protocols, to ensure
operational resilience.
• Continued investment in systems development and
security, guided by a strategic roadmap that
prioritises growth and resilience.
• Ongoing programme of work to decommission
outdated applications, platforms, and infrastructure
to reduce security vulnerabilities.
• Assess robustness of security and data protection
controls required when onboarding new suppliers
and at contract renewal.
• Maintain robust data protection and information
security policies and procedures, governed by
subject matter experts, including a dedicated
specialist information security team, data
protection officer and head of data management.
• Deliver mandatory training and ongoing awareness
campaigns to equip colleagues with knowledge of
data protection, artificial intelligence and cyber
security risks.
• Enforce strict access controls to safeguard sensitive
data and prevent unauthorised access.
• Operate a Security Operations Centre and utilise
vulnerability management tools to monitor events,
detect threats and resolve vulnerabilities promptly.
Regular penetration testing and internal audit
reviews of security-related practices further
strengthens defences.
• Use data and reporting to monitor system
utilisation and performance, detect vulnerabilities
and track delivery of remediation actions across the
IT estate.
People and culture
Description of risk
Our business could be adversely impacted if we fail
to attract, retain, and develop diverse colleagues with
the appropriate skills and capabilities. Failing to embed
and live our values could impact business performance,
the delivery of our purpose and the long-term
sustainability of our business.
Stakeholder groups Risk trend
Link to strategy Risk owner
Stores and People Director
How we mitigate
• Regular review by the Executive Team and the
Group Board of colleague ‘dashboard’ and KPIs,
including attrition and recruitment rates. Such
reviews also include an assessment of capabilities
to ensure that we continue to have the right skillsets
in the business to deliver our strategy.
• Drive training, development, and mentoring
opportunities with an emphasis on cultivating
internal talent pipelines.
• Maintain active succession planning for Executive
Team and senior leadership roles to support
long-term organisational continuity.
• Continuously review and evolve our employee
value and reward proposition, informed by external
benchmarking.
• Advance diversity across the Group through
targeted initiatives, education and inclusive
leadership training.
• Enhanced mental and financial wellbeing
programmes and initiatives to support colleagues
including targeted support relating to parenthood,
pregnancy loss, and menopause.
• Facilitate regular colleague communication
through engagement surveys, Colleague Voice
meetings (National, Regional and Local), diversity
and inclusion networks and team huddles.
Using feedback to understand colleague
perception of culture and implement actions
based on the output.
• Embed Group values through our behavioural
framework.
• Hold Group Board and Executive Team discussions
on culture and the vision for the business in the
short, medium and longer term.
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Principal risks & uncertainties continued
Supply chain resilience
Description of risk
We are dependent on complex global supply chains
and fulfilment solutions to deliver products to our
customers. Instability in the global supply chain or
failure of a key supplier may impact our ability to
effectively manage stock and satisfy customer demand.
Stakeholder groups Risk trend
Link to strategy Risk owner
Director of Commercial and Supply Chain
How we mitigate
• Regular review of supply chain strategy to ensure
capacity aligns with long-term financial plans and
growth objectives.
• Ongoing monitoring to identify emerging risks that
may lead to disruption in our supply chain.
Supported by scenario planning to enable a swift
response and adjustment to strategic and
operational plans as appropriate.
• Conduct weekly cross-functional reviews of
budgeting and forecasting processes to align
supply and demand effectively.
• Continuous monitoring of demand and stock
visibility to support responsive inventory
management.
• Routinely test and update crisis management,
and business continuity plans to maintain
operational robustness.
• Proactively manage and monitor key supplier
relationships to enable early warnings of disruption
and agree mitigating actions.
• Dedicated procurement team leads the process for
tendering and negotiating with suppliers, ensuring
robust due diligence on existing and prospective
third-party partners.
• Engage actively with suppliers and partners to
uphold our ethical standards and compliance with
regulatory and contractual requirements.
• Drive continuous improvement initiatives in
customer delivery processes to enhance efficiency
and service.
Regulatory and compliance
Description of risk
We operate in an increasingly regulated environment
and must comply with a wide range of laws,
regulations, and standards. Failure to comply with or
take appropriate steps to prevent a breach of these
requirements could result in formal investigations,
legal and financial penalties, reputational damage
and loss of business.
Stakeholder groups Risk trend
Link to strategy Risk owner
Group General Counsel and Company Secretary
How we mitigate
• Maintain a suite of compliance policies, regularly
reviewed and governed by subject matter experts
to ensure relevance and rigour.
• Deliver Group-wide mandatory training in high-risk
compliance areas such as health and safety,
regulated credit, anti-corruption and anti-bribery,
data protection and cyber security, with tailored
training provided for role-specific requirements.
• Monitor data trends and key compliance KPIs
through the Risk and Resilience Committee and
cross-functional steering groups (such as Good &
Circular) to drive oversight and challenge.
• Operate dedicated teams for product quality and
ethics, sustainability and health and safety,
supported by an in-house legal team.
• Maintain a whistleblowing policy and procedure
supported by an independent helpline,
enabling colleagues and suppliers to raise
concerns confidentially.
• Assess compliance with internal policies and Ethical
Code of Conduct for Suppliers and Partners
through our ethical audit programme.
• Hold regular health and safety meetings for each
of the retail and distribution centres, with health
and safety incidents, including audit outcomes,
reviewed by the Risk and Resilience Committee
and the Board on a regular basis. Includes an
in-depth presentation made by the Head of Health
& Safety to the Board at least annually.
• Maintain focus on food hygiene and allergen
awareness in our Pausa cafes by way of operating
guidelines, compulsory training and regular audits.
• Actively monitor developments in the corporate
reporting and legislative landscape
implementing roadmaps and action plans
to ensure timely compliance.
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Principal risks & uncertainties continued
Climate change and environment
Description of risk
Failure to positively change our impact on the
environment would fall short of the expectations of
our customers, colleagues, shareholders, and other
stakeholders which could lead to reputational
damage and financial loss.
In addition, an inability to anticipate and mitigate
climate change and other environmental risks could
cause disruption in the availability and quality of raw
materials such as cotton and timber, affecting
production capacity, product quality, and overall
supply chain resilience. This, and potential transition
risks related to environmental taxation, could result in
higher costs, delays, and potential loss of customers.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Executive
How we mitigate
• Annualised targets (for Scope 1 and 2) in place
to reduce emissions, energy usage and waste to
landfill, and increase recycling in our operations.
Longer-term targets in place for Scope 3
carbon emissions.
• Oversight provided by Good & Circular Steering
Group of our progress against environmental
targets and climate change work.
• Updates on progress towards targets, including
emerging risks, challenges and opportunities
under our climate change roadmap, which is
shared with the Board for discussion and challenge.
• Active engagement with suppliers and partners via
conferences and webinars to support the reduction
of their carbon emissions through setting aligned
carbon reduction targets and sourcing better
quality data.
• Regular review of standards and policies that
govern our approach to high-risk raw material types
and routes.
• Focus on increasing the use of lower-impact
raw materials in products and collaborating with
suppliers and internal teams to move towards a
more circular design and business model.
• Sustainability targets built into Executive Director
variable pay.
• Dedicated internal resource and ongoing
upskilling to support delivery, review targets and
measure progress.
• Proactive horizon scanning of regulatory
and stakeholder developments to inform
strategic planning.
• Membership and involvement with industry
working groups.
The following pages 44 to 52 present the full TCFD report for FY25.
Finance and treasury
Description of risk
Progress against business objectives may be
constrained by a lack of short-term funding or access
to long-term capital.
Stakeholder groups Risk trend
Link to strategy Risk owner
Chief Financial Officer
How we mitigate
• Maintain strong relationships with a syndicate of
committed partner banks to ensure appropriate
and diversified funding sources.
• Revolving credit facility of £250m in place,
extended until September 2029, providing
flexible liquidity.
• Group treasury policy governs debt levels, cash
management strategies and foreign exchange
exposures to safeguard financial stability.
• Apply hedging strategies in advance for foreign
exchange and freight and energy prices, to
manage margin volatility.
• Continued focus on cost discipline through capital
investment approval process and close oversight
of discretionary expenditure.
• Treasury and Capital Committee provides
oversight on funding strategy, dividend policy and
hedging activities.
• Continued focus on strengthening controls around
stock and cash management, stock purchasing
and forecasting.
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TCFD report
Introduction
Climate change has been managed as a
principal risk for the Group since FY19; the
current view of this risk is described in detail on
page 43. Following publication of our first full
TCFD report in FY22 we have continued to
develop our approach to assessing risks and
opportunities and improving disclosures in line
with evolving requirements and practice. We
continue to dedicate resource to the assessment
of financial impact for climate-related risks and
opportunities, and to improving the data and
assumptions used.
Our report is compliant with TCFD disclosures
and UK Listing Rules. We continue to consider
the potential financial impacts of climate change
in the cash flow scenario modelling within our
viability statement on page 57 and in our
accounting policies note on page 137 of the
financial statements.
Governance
Governance a) Board’s oversight of climate-
related risks and opportunities
The Board takes overall responsibility for our
climate change roadmap. It considers our
approach, strategy, risk management and
performance, receiving updates on progress
against our climate-related KPIs, as well as other
related topics such as water reduction and
product circularity. It continues to listen and
learn about the implications of climate change
on the Group’s business model.
This year the Board received a detailed update
on our carbon reduction plans and roadmap,
and our broader Good & Circular strategy.
This included circularity, carbon and responsible
sourcing, as well as our overall approach to
governance and reporting (which is explained
in more detail on the following page).
The Board is supported by the Audit and Risk
Committee, Remuneration Committee and
Nomination Committee.
The Audit and Risk Committee formally reviews
principal risks twice a year, and ESG processes
and reporting (including TCFD), to verify
non-financial KPIs, annually. It receives updates
on upcoming sustainability reporting
requirements and our planned approach to
meeting them. In FY25, it also received an
internal audit report on an assessment of
Dunelm’s processes, controls, data flows,
performance measurement and reporting in
relation to non-financial remuneration measures.
The report concluded that no material issues
had been identified through the substantive
testing; it included several recommendations to
further strengthen governance and oversight in
this area.
The Remuneration Committee reviews and
approves Executive Director and Executive Team
remuneration, including sustainability-related
targets in performance-related pay.
The Nomination Committee sets specifications
for new Board roles and has oversight of the
Talent Committee to ensure necessary talent
and skills are available to deliver our
sustainability strategy.
Task Force on Climate-related
Financial Disclosures (TCFD)
The Board recognises the risks and opportunities posed by
climate change to the Group’s business model and strategy.
Group Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Good &
Circular
Steering
Group
Talent
Committee
Risk and
Resilience
Committee
Chief Executive
Executive Team
Board Committees
Operational Committees
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TCFD report continued
Governance b) Management’s role in
assessing and managing climate-related risks
and opportunities
Our Chief Executive leads on the Group’s
climate-related activities and chairs the
Good & Circular Steering Group. This was
renamed (from Pathway to Zero Steering Group)
and reconstituted in FY24 following completion
of our FY23 materiality assessment, to reflect a
wider remit across sustainability, community and
customer initiatives. Meetings are held six times
a year and include the CFO, Commercial and
Supply Chain Director, Group General Counsel
and Company Secretary and the Head of
Responsible Sourcing.
The Executive Team receives regular updates
on our climate-related KPIs and reviews the
principal risks prior to Group Board review.
The management level Risk and Resilience
Committee is chaired by our CFO, and provides
oversight and review of risks, including climate
change and environment risk. The Talent
Committee is chaired by our Stores and People
Director and ensures that we have the right
capabilities in place to meet our ambitions.
Climate change considerations continue to be
integrated into day-to-day business activities:
an assessment of energy efficiency and carbon
impact is included in all new store and store refit
proposals; our product design team is focused
on increasing the use of less carbon intensive
materials such as recycled cotton and polyester;
and we continue to explore ways to reduce
packaging or use more sustainable packaging.
We continue to embed our sustainability
strategy, including climate-related considerations,
within the business. This year we have focused
on strengthening governance processes, linking
reporting, ensuring there are regular discussions
on sustainability KPIs, including climate change,
by the Executive Team alongside business
performance and continuing to communicate
our strategy and initiatives to colleagues and
externally. We also continue to evolve
communication and work with our suppliers to
ensure that everyone with whom we partner is
clear on the importance to Dunelm of delivering
on our sustainability goals.
Strategy
Strategy a) Climate-related risks and
opportunities identified over the short,
medium and long term
Our purpose — To help create the joy of truly
feeling at home, now and for generations to
come — is deliberately forward-looking, and
when combined with our business model (see
pages 10 to 12), is designed to encapsulate our
desire to have a positive impact on the planet,
now and in the future. It is underpinned by our
commitment to building sustainability into all
that we do. A key component of our business
model and customer proposition is being
‘Good & Circular’ which we describe as making
‘positive choices for our Planet, Communities
and People.’
During FY25 we have reviewed our identified
climate-related risks and opportunities, and
considered any further risks and opportunities
presented in our risk registers or based on
systematic peer comparison and sector review.
Each risk and opportunity was assessed based
on potential impact, likelihood and velocity to
determine its relative materiality. The top-ranked
risks and opportunities were selected for climate
scenario analysis and financial impact modelling.
Climate-related risks and opportunities were
assessed using internal and external data.
To further understand and explore how specific
climate-related risks and opportunities could
evolve and impact our business over the short,
medium and long term, we have carried out
climate scenario analysis and financial impact
modelling on six risks and opportunities, as set
out on the following pages.
We worked closely with internal stakeholders to
update baseline data, in addition to leveraging
external data sources, including the Network for
Greening the Financial System (NGFS) v3.4 and
the International Energy Agency (IEA) World
Economic Outlook 2024. By exploring the latest
developments and insights, several assumptions
that we had previously used were improved
and applied to our modelling, improving
specificity of predicted financial impact.
For example, we utilised the latest published
report from the Waste and Resources Action
Programme (WRAP) to appropriately calculate
the financial impact of packaging-style
Extended Producer Responsibility obligations
upon textile products. This approach has
ensured that our assessments are based on the
most current and relevant data available.
Although such modelling still has a high level of
uncertainty, improvements have and will continue
to be made. This modelling uses medium and
long-term internal forecasts, market research
and climate forecasts to explore the potential
impacts of climate change on the Group’s
financial position and performance.
Financial impact ranges
We have used financial impact ranges, which are the same as we use for our corporate risk
management process.
Impact Financial range (annual profit before tax)
Low Less than £5m
Medium Between £5m and £50m
High Greater than £50m
Time horizons
We have used the three time horizons described below:
Time period Years Reason
Short 2025—2030 Aligned to our 50% carbon reduction target
and strategic plan
Medium 2030—2040 Aligned to our net zero target and to capture
transition risks and opportunities
Long 2040—2050 Longer term to capture physical risks
and opportunities
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Strategy b) Impact of climate-related risks and
opportunities on business, strategy and
financial planning
In preparing the financial statements, the
Directors have considered the cash flow impacts
of climate change. This includes:
• The impact of climate change on the going
concern basis of preparation and the viability
of the Group over the next five years.
• The impact on potential impairment triggers,
and where a trigger is identified, the impact on
the value in use of the related non-current assets.
Despite the significant projected impacts of
climate change on the UK and Ireland, Dunelm’s
exposure is limited due to our assets not being in
flood-prone areas and the nature of our assets
being typically ’hard‘ which are resilient to
(anticipated) climatic conditions. Consequently,
there is not likely to be any material impact as a
result of climate change on financial reporting
judgements or estimates applied in the
preparation of the FY25 financial statements.
We are committed to transitioning to a net zero
future, and this is reflected within our strategic
pillars and planning both in our direct operations
and our value chain, which accounts for c.99% of
our carbon emissions (see the table on page 50
for the breakdown of our emissions).
Our product categories have plans in place to
reduce the impact and carbon intensity of the
products we sell in support of our carbon
reduction goals.
We work in partnership with our suppliers to
support them in various ways to help reduce
supply chain emissions, holding sustainability
action plan meetings with our key stock
suppliers at least every year. We also continue
our Better Manufacturing programme which
focuses on lowering carbon emissions during
the product manufacturing stage.
In FY24 we began using the Higg Facilities
Environmental Management (FEM) platform to
gather supplier environmental data. We have
maintained a high percentage, at over 80% at
the end of FY25, of our Tier 1 stock suppliers
who have completed the environmental
questionnaire on the platform. Insights from this
data capture have been used to create supplier
performance dashboards, to support our
commercial team with decision-making, as well
as supporting the suppliers themselves to
identify potential areas of improvement.
We continue to advocate at an industry level
through organisations such as the British Retail
Consortium, Better Cotton and WRAP to
accelerate the reduction of carbon emissions
in our supply chains.
Additionally, we have continued to invest in
a tool to assess scalable options for product
carbon footprinting, to focus our attention on
reducing carbon in the most impactful areas, to
improve the robustness of data and to enhance
the accuracy of our emissions reporting.
Strategy c) Resilience of strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower scenario
Our commitment to building sustainability into
all that we do ensures that climate change
considerations are integrated into our business
activities. As we better understand the impact
of climate change on the Group, we commit to
continuing to assess and respond to material
risks and explore opportunities.
The analysis carried out has considered three
climate scenarios, including a ‘2°C or lower
scenario’, aligned with the 2015 Paris
Agreement. This has been examined across
various timeframes, bringing confidence in
the long-term resilience of the business.
The table on the following page summarises
the material climate change risks and
opportunities that we have considered and
the actions we are taking to mitigate or manage
risks and enhance opportunities.
It confirms that we should continue to identify
and explore mitigating actions in alignment with
each risk identified. We will continue to work with
relevant internal and external stakeholders to
address these risks and identify any new risks
or opportunities upon horizon scanning.
Climate scenarios: We undertook climate risk and opportunity analysis under three climate
scenarios outlined below:
Global Net Zero 2050
Delayed Transition Business as usual (BAU)
Scenario
Limits global warming to
1.5°C by 2100, with
stringent and immediately
introduced climate policies
and emissions reductions
to achieve net zero
emissions by 2050.
Scenario
Action taken to limit
emissions growth, but Paris
targets missed resulting in
greater than 2°C warming
by 2050.
Scenario
World takes no/limited
action, equivalent to a
3.5-4.5°C warming.
Transition risk
Transition risks are extreme
under this scenario in the
short to medium terms,
unless mitigated.
Transition risk
This scenario presents a
significant transition risk in
the medium to long term,
given the speed and severity
of the response required
when implemented.
Transition risk
Limited transition risks
expected due to lack of
policy changes and
regulation.
Physical risk
Physical risks will be the
least extreme under this
scenario.
Physical risk
Physical risks will be higher
than the Global Net Zero
2050 scenario due to
warming greater than 2°C
instead of well below.
Physical risk
The most extreme physical
risk impacts in this scenario.
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Transition risks and opportunities — FY25
Risks and opportunities summary description Potential impact (pre-mitigation) Potential impact (post-mitigation) Specific mitigants in place Related metrics and targets
Policy & Legal
Global Net Zero scenario — most significant impact in long term
Impact of carbon taxes on Dunelm suppliers
Introduction of a carbon price could
lead to an increase in the cost of products
with high GHG emissions; this could
negatively impact profits due to taxation
on Dunelm or taxation on suppliers
passed on to Dunelm in product cost.
High in Global Net Zero scenario
across all timeframes, low in
business as usual (BAU) across
all timeframes.
Low in all timeframes. • Actively engaging with our suppliers to support the reduction of their
carbon emissions through setting aligned carbon reduction targets and
sourcing better quality data.
• Designing products to use lower carbon materials, such as recycled polyester.
• In FY24 we joined Cascale and started collecting data using the Higg FEM
tool from our Tier 1 suppliers. Throughout FY25, we have used this
information to create supplier performance dashboards to support
suppliers and our commercial team in making more informed sourcing
and manufacturing decisions.
Carbon emissions metrics
and targets
Extension of producer responsibility: increased cost of existing packaging regime and extension to additional product categories such as textiles
Extended Producer Responsibility (EPR)
fees are being implemented in the UK
from October 2025. It is also predicted
that a EPR type scheme for textiles will be
introduced before 2030.
Medium across all timeframes. Not yet fully modelled for textiles
as scheme not currently proposed
(but no exemptions assumed).
• Engaging with industry groups and specialists and closely monitoring
development of the Packaging EPR charging mechanism and rates.
Well informed estimated costs are included in Dunelm’s financial plans.
• Increasing recycled content in packaging (both plastic and cardboard).
• Working collaboratively with BRC and UK Textiles Pact to be prepared
for EPR extension to textiles.
• Through designing our textile products to become more circular we
are aiming to reduce the impact that an EPR extension would have.
• Monitoring extension to other categories beyond textiles.
Nature and packaging
metrics and targets
Market
BAU scenario is most impactful for this risk as fuel prices increase the most in the outer year
Changes to fuel prices caused by climate-related market disruption or increased taxation
Changing market dynamics and
decarbonisation trends impact both fuel
prices and the transition to non-fossil fuel
alternatives, leading to increased fuel
costs across the delivery network.
Medium or low across all
timeframes.
Medium or low across all
timeframes.
• We continue to implement a low-carbon transition strategy for stores and
home delivery fleets. In FY26, we have plans to increase the number of CNG
vehicles in our home delivery fleet.
• We continue to further review and assess the viability of electric vehicles in
our small van fleet.
• We continue to increase the share of electric and hybrid vehicles in our
company car fleet, with over half now being fully electric vehicles.
• Working with our key logistics suppliers to support their transition from
diesel to lower emission fuel alternatives.
Carbon emissions metrics
and targets
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Transition risks and opportunities — FY25 continued
Risk and opportunities summary description Potential impact (pre-mitigation) Potential impact (post-mitigation) Specific mitigants in place Related metrics and targets
Reputation
Global Net Zero scenario most significant impact in medium to long term
Reputational damage due to failure to act on sustainability trends
If Dunelm fails to continue to move
towards using more sustainable raw
materials and reduce carbon emissions
then we might lose customers who switch
to retailers who they consider to be more
sustainable; we could also struggle to
retain and attract colleagues and to
secure funding.
No impact in the short term in all
scenarios, reflecting Dunelm’s
current position versus the market.
High in the medium to long term
in both the Global Net Zero and
Delayed Transition scenarios if
other retailers outpace Dunelm in
sustainability.
See opportunity below in relation
to increasing market share by
demonstrating leadership in
addressing climate change and
sustainability.
• We have set ambitious climate change reduction targets.
• We continue to progress our customer-facing sustainability proposition,
including how we help customers identify products that are made from
more sustainable materials than conventional.
• We keep up to date with the CMA green claims code and adhere to this
to avoid any greenwashing.
Carbon, nature, water
stress, packaging and
circular metrics and targets
Increased market share by demonstrating leadership in addressing climate change and sustainability
If Dunelm demonstrates leadership in
addressing climate change and delivering
its climate change reduction targets,
whilst other retailers do not, we might
gain market share from customers actively
moving towards shopping at Dunelm.
Medium in the short term in all
scenarios. Medium in the medium
and long term in the BAU
scenario, but not a differentiator
in the medium or long term in
the Global Net Zero or Delayed
Transition scenarios as it is
assumed that other retailers also
take similar action.
n/a • Working in collaboration with our suppliers to reduce their carbon
emissions and create a more circular sourcing model.
• Followed the LEAP process to review and set internal nature-related targets
for our cotton and timber sourcing. These targets are aligned to our internal
net zero roadmap actions.
• Increasingly using lower-impact materials in our products and moving towards
a more circular sourcing model to enhance our competitive advantage.
Carbon, nature, water
stress, packaging and
circular metrics and targets
Physical risk — FY25
Risk and opportunities summary description Potential impact (pre-mitigation) Potential impact (post-mitigation) Specific mitigants in place Related metrics and targets
Physical risks
BAU scenario most impactful
Physical risks (drought, flooding, wildfires, etc.) impact the availability of raw materials such as cotton or timber, or impact manufacturing sites and logistics in countries from which we source our products
Physical risks mainly manifest themselves
in our supply chain as none of our UK
store or depot footprints are in areas at
high risk of flooding.
Medium across all timeframes
(dependent on extreme weather).
Not modelled as changes in
sourcing strategy are not currently
defined.
• Followed the LEAP process to review and set internal nature-related targets
for our cotton and timber sourcing. These targets are aligned to our internal
net zero roadmap actions.
• Working with the UK Textiles Pact group of retailers to support actions to
mitigate these risks and to move towards a more circular sourcing model,
which is being built into our product design process.
• Overall our sourcing strategy is across multiple locations, to reduce the risk
any in-country disruption may cause.
Nature and water stress
metrics and targets
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Risk management
Risk Management a) Processes for identifying
and assessing climate-related risks
Climate-change and environment is considered
a principal risk within our risk register.
Throughout FY25, we have continued to review
and revalidate the identified risks to ensure that
we maintain and improve understanding of the
potential financial impacts and have effective
mitigations in place now and for the future.
In FY21, we implemented a comprehensive
change risk register with the support of the
Carbon Trust. During FY22 and FY23, we
worked with external TCFD consultants to
quantify the most significant risks by likelihood
and potential impact. We also conducted an
external materiality assessment in FY23 using
both quantitative and qualitative information via
surveys and interviews.
Risk management b) Processes for managing
climate-related risks
Climate-change and environmental risk is a
principal risk owned by our Chief Executive. The
detailed climate-related risks identified fall under
this principal risk. Our Good & Circular Steering
Group assesses and recognises these risks, and
shares them with our Executive Team more
broadly, enabling performance management
and planning of mitigating actions.
Our Chief Executive, Head of Responsible
Sourcing and other senior colleagues within the
Group continue to engage with external advisers
such as British Retail Consortium (BRC), WRAP,
UK Textiles Pact, the Aldersgate Group and
others. This has allowed us to improve business
resilience through understanding best practice
and broadening our market understanding.
Risk Management c) Processes for identifying,
assessing and managing climate-related risks
are integrated into the organisation’s overall
risk management
As an identified principal risk, climate change
and the environment is formally assessed twice
a year by the Risk and Resilience Committee,
and is then presented to the Executive Team as
a whole. This approach supports both the Audit
and Risk Committee and Group Board in
assessing and reviewing climate change and
environmental risk bi-annually. Our overall risk
management framework and supporting
processes can be found on pages 36 and 37.
The principal risks are considered by
management in connection with the assessment
of the viability of the business over the longer
term, with these considerations informing the
viability statement on page 57 of this Annual
Report. Further details on the assessment of our
climate change and environment risk can be
found on page 43.
Metrics and targets
Metrics and Targets a) Metrics used to assess
climate-related risks and opportunities in line
with its strategy and risk management process
The metrics we use as part of managing
climate-related risks and opportunities are set
out in the table on page 51. We have chosen
these metrics because they relate directly to
our material climate risks and opportunities,
and because they are where we can make the
biggest potential impact. In setting our GHG
metrics and targets, we have ensured that they
are in line with the 2015 Paris Agreement and
aligned to a 1.5°C pathway, the UK’s commitment
in the Climate Change Act 2008 (2050 Target
Amendment) Order 2019 and other relevant
legislation and we continue to support the BRC’s
Climate Action Roadmap.
The carbon, cotton and water metrics support
the UK Textiles Pact, which we have signed up
to as a partner. These topics are also important
to our colleagues, customers and society.
Metrics and Targets b) Scope 1, Scope 2 and
Scope 3 greenhouse gas (GHG) emissions and
the related risks
In FY25 our overall Scope 1 carbon emissions
were down by 26% from our FY19 baseline
despite strong sales growth of 61% over the
same period.
During FY25, we brought some of our previously
leased store delivery fleet into direct ownership.
This moved reported emissions into Scope 1
(from Scope 3.4) and necessitated a restatement
of FY19 base year emissions for Scope 1.
Compared to FY24 (restated), Scope 1 carbon
emissions for FY25 saw a 1%pt reduction despite
sales growth of 4%.
FY25 Scope 1 reductions were driven by
additional gas boiler replacements in stores, fuel
efficiency savings in our store fulfilment fleet and
the ongoing transition of our company car fleet
to lower carbon options. This activity helped to
offset increased emissions in our home delivery
network due to continued sales growth. We
intend to mitigate against further increases in the
year ahead by introducing more low emission
vehicles into our home delivery fleet.
We continue to purchase 100% renewable
electricity and to install solar PVs across our
sites where technically and commercially viable.
This means that we typically report zero
Scope 2 emissions using the market-based
approach. We have a small level of emissions
in market-based for FY25 as a result of our
acquisition in Ireland and the timing required
to move legacy energy supply contracts to
renewable sources. On a location-based basis,
our FY25 Scope 2 emissions were 21% lower
than in FY19.
On-site solar generation increased year-on-year
and now covers 2% of the electricity requirement
across all Dunelm sites.
We report the majority of our Scope 3 emissions
using a spend-based methodology as set out in
the GHG Protocol Scope 3 Standard. Consistent
with this approach, the Scope 3 emissions within
our target boundary have increased by 66%
since FY19, driven mostly by the 61% increase in
sales over the same period. Versus FY24, Scope
3 emissions increased by 1% despite sales
growth of 4% year-on-year.
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Greenhouse Gas Emissions
1
FY19
Emissions
(tCO
2
e)
FY24
Emissions
(tCO
2
e)
FY25
Emissions
(tCO
2
e)
Scope 1
2
12,429 9,320 9,258
Scope 2 (location-based) 10,861 8,568 8,589
Scope 2 (market-based) 10,861 0 162
Scope3
Purchased goods and services 536,177 850,919 861,370
Use of sold products (direct use phase only)
3
236,920 440,853 416,750
End-of-life treatment of sold products 26,873 32,016 53,463
Upstream transportation and distribution 24,090 27,830 34,255
Employee commuting 6,713 6,532 5,516
Capital goods 4,326 7,543 11,745
Fuel- and energy-related activities 2,811 3,735 5,298
Downstream transportation and distribution 490 3,188 3,899
Total Scope 3 within target boundary
4
838,400 1,372,616 1,392,296
1. Reported emissions cover all operations within Dunelm Group plc and are aligned with operations covered by the consolidated financial statement for the Group.
2. Restated: change in ownership of some vehicles, increased baseline and FY24 mobile combustion emissions & energy by source. There is an associated reduction in upstream transportation in both years.
3. Restated: change to emissions factor (EF). New more recent and representative EF became available. Increased emissions for FY24.
4. Excludes indirect use of sold products, waste generated in operations and business travel (both previously measured but removed based on de minimis materiality), upstream leased assets, processing of sold
products, downstream leased assets, franchises and investments (assessed and deemed as not relevant).
Streamlined Energy and Carbon Reporting (energy by source)
FY24 MWh FY25 MWh
Purchase of energy (electricity) 41,383 44,718
Purchase of energy (stationary combustion) 6,018 4,649
Use of fuel for vehicles (mobile combustion) 37,756 34,827
In FY25 we used a hybrid of activity and
spend-based calculation methodologies and
applied a continuous improvement approach
to develop the accuracy and specificity of
reporting methodologies. For our most material
category of purchased goods and services, we
apply a spend-based methodology at a product
level, enabling the most representative
spend-based emissions calculations through
granular country of origin and emissions
factor matching.
In line with our Base Year Emissions
Recalculation and Prior Year Restatement Policy
we are reporting some small changes to Scope 3
emissions for both FY19 and FY24. These changes
relate to (i) a movement of some store fulfilment
vehicles into direct ownership necessitating
these emissions being moved out of Scope 3
and now being accounted for in Scope 1, and (ii)
an update to more current emissions factors
being applied in our calculation of the direct use
of sold products.
In FY25, we have made good progress in our
transition away from a spend-based approach
for the measurement of emissions from our
purchased goods. We have significantly
increased the quality and detail of the product
and packaging attribute data we collect from
suppliers and have used this to begin assessing
a broad range of our products. We have
completed over 8,000 product assessments
using this improved data. We intend to scale
further in FY26 and are working through the
technicalities of application of this approach to
our base year as well as current reporting year.
We intend to incorporate this more precise
data into our reporting from FY26 onwards.
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Metrics and Targets c) Targets used to manage
climate-related risks and opportunities and
performance against targets
The table on the right sets out the metrics and
targets used to manage climate-related risks and
opportunities and our performance against
them. More detail on our work in relation to each
risk is set out below.
During FY26, several targeted metrics are
due for renewal, presenting an opportunity to
refresh our performance indicators and ensure
ongoing alignment with our evolving ethical
and sustainability strategy. This also enables
us to refine our metrics and targets to reflect
continuous improvement, including the
improved visibility and precision of our data.
Executive Director variable pay includes
climate-related metrics which vary from year to
year. Further information can be found in this year’s
Remuneration Committee report found on
page 88. We continue to review this remuneration
approach for future financial years.
Carbon emissions
We have set ambitious climate-related net zero
1.5°C aligned targets across all Greenhouse Gas
scopes which have been validated by the
Science-based Targets initiative (SBTi). We are
supporters of the BRC industry Net Zero Carbon
Target and the UK Textiles Pact industry carbon
and water reduction targets.
Climate-related risk Metric and target Baseline Progress
Carbon
emissions
Reduce absolute Scope 1 carbon
emissions by 50% against an FY19
baseline by FY30
12,429 tCO
2
e in FY19 9,258 tCO
2
e in FY25, 26% reduction versus FY19 baseline
Reduce Scope 1 carbon emission
intensity against FY19 baseline
11.3 tCO
2
e/£1m
Group revenue
in FY19
54% reduction in FY25 to 5.2 tCO
2
e/£1m Group revenue
versus FY19 baseline
Purchase 100% renewable electricity
every year
n/a We continue our commitment to purchase 100%
renewable electricity
Reduce absolute Scope 3 carbon
emissions in our target boundary by 50%
against an FY19 baseline by FY30
838,399 tCO
2
e in FY19 1,392,296 tCO
2
e in FY25, 66% increase versus
FY19 baseline
Water stress Reduce aggregate water footprint in own
brand textile products by 30% by 2030
116.5m M³ in calendar
year (CY)19
204m M
3
in CY24 (CY23: 195mM
3
)
Nature 100% of own brand cotton more
responsibly sourced by 2025
n/a 53% in FY25 (FY24: 71%)
50% more responsibly sourced timber
by FY25
n/a 39% in FY25 (FY24: 37%)
Packaging 30% less virgin packaging in own brand
range by 2025 measured by weight per
£1 sales packaging
2.2g per £1 sales
in FY20
43% reduction in FY25 (FY24: 42% reduction)
Circular
economy
Easy to use take-back service in place for
50% of our own brand products
n/a 61% in FY25 (FY24: 62%)
Supply chain 85% of key Tier 1 suppliers submitting
factory environmental data through Higg
Facilities Environmental Management
Platform (FEM)
n/a 84% in FY25 (FY24: 85%)
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TCFD report continued
Water stress
We continue to strengthen our understanding
of water impacts across our textile supply chain.
Cotton represents the highest water footprint
found in our raw material inputs. Therefore, we
are introducing a recycled cotton sourcing
metric. This will monitor both the percentage
mix and tonnage of recycled cotton sourced.
By reducing reliance on virgin cotton feedstocks,
this metric supports our water footprint
reduction target and enhances resilience against
climate-related supply risks.
In addition to this, we will move to reporting
our overall water footprint impacts using an
intensity metric. This will help us track progress
more accurately and identify hotspots for
targeted action.
These changes reflect our commitment to
continuous improvement and our ambition to
monitor and reduce our water footprint. They
also demonstrate our continued support for the
reduction of water used in industry within the
UK Textiles Pact voluntary agreement.
Nature — cotton
We have continued our journey to source cotton
more responsibly, transitioning all our core
cotton product lines to more responsibly
sourced alternatives. We have mapped 100%
of our cotton supply chain to cotton fibre source
level (with two routes disengaged as a result
of this exercise). This reflects our continued
investment in supplier engagement and
improved traceability and positions us well
to meet our long-term sourcing goals.
We will now focus more clearly on the distinct
ethical and environmental dimensions of our
cotton sourcing and have introduced two new
cotton focused metrics designed to enhance
the clarity, focus and effectiveness of our cotton
sourcing strategy and support our broader
ethical and environmental commitments.
The first focuses on ethical sourcing by tracking
the number of cotton routes mapped annually,
with ownership by our ethical team. This will help
us deepen transparency and accountability
across our supply chain.
The second focuses on environmental impact
and we are shifting from a sales unit-based to
a tonnage-based reporting metric for cotton.
This change enables us to prioritise high-impact
product transitions and better monitor our
carbon and water footprint.
Nature — timber
We have continued to strengthen our approach
to responsible timber sourcing. This is reflected
by the growing number of products passing our
assessments and the increasing rigour of our
sourcing standards.
As part of the evolution of our sustainability
strategy and reporting, we are now introducing
two new metrics. These changes are designed
to improve transparency, sharpen focus, and
enhance our ability to drive meaningful change
across our timber supply chain.
The first of these focuses on compliance and we
will now separately measure compliance with UK
and EU Timber Regulations.
The second focuses on environmental impact
where we will track the percentage of products
achieving full Forest Stewardship Council (FSC)
Chain of Custody (CoC) certification. This will
help us increase the number of products with
verified sustainable sourcing and strengthen
traceability across our timber supply base.
These metrics will shift from a product-sold basis
to one based on number of products assessed,
providing a clearer view of progress and
enabling more targeted supplier engagement.
These changes reflect our ambitions in
responsible sourcing and our commitment to
continuous improvement. They also support our
broader climate and nature-related targets.
Packaging
We have seen continued success in reducing
the levels of virgin plastic in our packaging.
Looking forward, we intend to develop new
packaging metrics in alignment with Extended
Producer Responsibility (pEPR) Recycling
Accessibility Methodology (RAM). By focusing
on improved recyclability in-line with pEPR RAM,
we can not only have a positive climate impact
but also mitigate future cost risks. These
changes reflect our ambitions in sustainable
packaging and our commitment to continuous
improvement in line with evolving regulatory
and environmental expectations.
Circular economy
We continue to provide takeback services, via
our stores and trusted third parties, for textiles,
furniture and electricals, maintaining more than
50% coverage for our own-brand product range.
Supply chain
We continue to focus on collection of supplier
data using the Higg Facilities Environmental
Management (FEM) platform. We have
established a high-level of response rate over
the last two years and intend to maintain and
annually measure the percentage of key
suppliers sharing their data. Through building
improved visibility for our suppliers, we can
better engage and support them in discussing
plans for carbon reduction.
UK Listing Rule 6.6.6R(8) Compliance
Statement
Dunelm Group plc has complied with all of
the requirements of UK LR 6.6.6R(8) by
including climate-related financial disclosures
in this section (and in the information
available at the locations referenced in it)
consistent with the TCFD Recommendations
and Recommended Disclosures.
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Being ‘Good & Circular’ is central to our business
model. It covers our commitment to protecting
our business for the benefit of all our stakeholders
whilst recognising our responsibility to contribute
to a more circular and sustainable economy.
In accordance with sections 414CA and 414CB
of the Companies Act 2006, this statement
summarises how Dunelm manages and reports
on key environmental and social matters, and
the impact on our business and key
stakeholders, as well as the Planet.
Further details, policies, and outcomes are
referenced throughout this report and on our
website. In addition, our business model can be
found on pages 10 to 12 and our principal risks,
which are linked to each stakeholder group
(as appropriate), are set out on pages 38 to 43.
Our approach
Our vision is to build the UK’s most trusted
and valued brand for homewares and
furniture. We are committed to developing
and selling high-quality, good value products
that are safe to use (and safe to eat from our
Pausa cafes) and that are accurately and
fairly labelled and marketed to our customers.
We also aim to provide a safe environment
for our customers to shop — whether in
store, online or receiving home deliveries.
We have a responsibility to protect our
customers’ personal data and ensure that it
is processed in a manner that is fair, lawful
and transparent.
Non-financial and sustainability
information statement FY25
Customers
Some of our relevant policies
(see website: corporate.dunelm.com)
• Data Security and Privacy Policy
• Health and Safety Policy
Where to find more information
and outcomes in this report Page/s
• Our business model 10
• Stakeholder engagement and
s.172(1) statement 16
• Customer Satisfaction Score 30
• Principal risks and uncertainties 38
Additional information outside
this report
• Sustainability Report 2025
This year, we have made a number of changes
to improve our customer offer, including
broadening our product ranges, enhancing
our digital experience and launching a new
in-store Click & Collect journey.
Measuring our outcomes
We measure customer outcomes through the
Customer Satisfaction Score (CSAT), a metric
that we introduced in FY25. CSAT provides
a more granular breakdown of the customer
experience which helps us understand what
we are doing well and identifies specific areas
for improvement.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
53

Non-financial and sustainability information statement continued
Gender breakdown, year-end FY25 versus year-end FY24
Female Male
Total
FY25FY25 FY24 Change FY25 FY24 Change
Group Board 4 5 -1 6 7 -1 10
40% 42% -2%pts 60% 58% +2%pts
Senior leadership
1
14 12 2 17 18 -1 31
45% 40% -5%pts 55% 60% -5%pts
Store
colleagues²
6,517 6,376 +141 2,537 2,433 +104 9,054
72% 72% — 28% 28% —
All
colleagues²
7,792 7,582 +210 4,070 3,990 +80 11,862
66% 66% — 34% 34% —
1. Senior leadership for these purposes means our Executive Team (excluding Executive Directors who sit on the Group Board)
and members of our Dunelm leadership team.
2. Data does not include colleagues in the Republic of Ireland.
Note: This data covers 94% of all UK
colleagues. It does not include
colleagues in the Republic of Ireland.
Ethnicity data
1. Asian 10%
2. Black 4%
3. Mixed 2%
4. Other 1%
5. White 77%
6. White — Other 6%
1.
3.
2.
4.
5.
6.
Colleague network groups
Colleagues
Some of our relevant policies
(see website: corporate.dunelm.com)
• Data Security and Privacy Policy
• Health and Safety Policy
• Equality and Diversity Policy
• Whistleblowing Policy
• Anti-corruption and Anti-bribery Policy
• Code of Business Conduct
Where to find more information
and outcomes in this report Page/s
• Chair’s statement 8
• CEO’s review 24
• Stakeholder engagement and
s.172(1) statement 16
• Employee net promoter score 30
• Principal risks and uncertainties 38
• Our culture and values 68
• ‘Diversity and inclusion’ in
Nomination Committee report 77
• Remuneration Committee
report 88
Additional information outside
this report
• Sustainability Report 2025
• Gender Pay Report 2025
• Slavery and Human Trafficking
Statement 2025
Our approach
We are committed to treating our colleagues
fairly, to reward them appropriately for the
work they do, and provide opportunities for
them to develop and learn. We want them to
feel heard, connected to our business, and
truly feel ‘at home’ in a safe and inclusive
working environment.
We continue to support our colleagues’ mental
and financial wellbeing through initiatives such
as the colleague support fund, wellbeing
buddy support and mental health first aiders.
We continue to focus on achieving diversity
and gender balance across all levels of the
business. Our median gender pay gap of 2.8%
and mean pay gap of 15.2% reflect that 70% of
our colleagues are women, 85% of whom are in
hourly-paid, predominantly store roles.
Our four colleague network groups ensure
lived experience informs positive-change
within our business.
We support the development of our leaders,
including those from under-represented groups
and continue to promote apprenticeships as
part of our early careers programme.
Measuring our outcomes
Alongside a number of colleague and culture
metrics (including colleague retention and
positions filled internally) we predominantly
measure the outcome of the above through
our employee net promoter score (eNPS).
Dunelm Group plc
Annual Report and Accounts 2025
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54

Non-financial and sustainability information statement continued
Our approach
We are committed to maintaining meaningful
connections that support thriving, purpose-driven
communities in and around our stores and
other sites. We want to be known as a brand
that places community at the heart of its
business — helping people feel more at home
through community initiatives and services,
including take-back services.
Alongside promoting Group-wide fundraising
activities, we encourage colleagues to
support local charities, businesses and
community groups.
We are fully cognisant of our responsibilities
to comply with statutory tax obligations and
disclosure to tax authorities.
Measuring our outcomes
At Group level we track colleague and
corporate fundraising totals, as well as Group
cash charity contributions. Informally, we
monitor the number of store Facebook group
followers and the number of small businesses
and community groups that we support. These
insights help us understand our local impact
and inform future plans.
Our approach
We uphold high ethical standards in our supply
chains, setting out clear expectations in our
Ethical Code of Conduct for Suppliers and
Partners that applies to all businesses involved
in the production of goods for Dunelm. We
apply a risk-based approach in our ethical
auditing programme to monitor supply chain
practices against our standards.
We aim to work collaboratively with suppliers
to achieve continuous improvement in ethical,
environmental and product quality standards
through increased engagement and education.
We are committed to treating all our suppliers
properly in accordance with agreed terms and
conditions and to paying them promptly.
Measuring our outcomes
Progress is assessed against performance
under our ethical audit programme and
sustainability targets set across key materials
and supply chain practices. We also review
levels and quality of engagement across our
stock and non-stock suppliers.
Suppliers
Some of our relevant policies
(see website: corporate.dunelm.com)
• Whistleblowing Policy
• Anti-corruption and Anti-bribery Policy
• Ethical Code of Conduct Policy
• Responsible Animal Welfare Policy
• Responsible Cotton Policy
• Responsible Palm Oil Sourcing Policy
• Responsible Timber Policy
• Competition Law Policy
Where to find more information
and outcomes in this report Page/s
• Stakeholder engagement and
s.172(1) statement 16
• Principal risks and uncertainties 38
Additional information outside
this report
• Sustainability Report 2025
• Slavery and Human Trafficking
Statement 2025
Communities
Some of our relevant policies
(see website: corporate.dunelm.com)
• Tax Strategy
• Responsible Cotton Policy
• Responsible Timber Policy
Where to find more information
and outcomes in this report Page/s
• Chair’s statement 8
• Our business model 10
• Stakeholder engagement and
s.172(1) statement 16
• CEO’s review 24
• Principal risks and uncertainties 38
Additional information outside
this report
• Sustainability Report 2025
Dunelm Group plc
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55

Non-financial and sustainability information statement continued
Planet
Some of our relevant policies
(see website: corporate.dunelm.com)
• Environmental Policy
• Plastic and Packaging Policy
Where to find more information
and outcomes in this report Page/s
• s.172(1) statement 21
• Principal risks and uncertainties 38
• Task Force on Climate-related
Financial Disclosures report 44
• Greenhouse gas emissions and
Streamlined Energy and
Carbon Reporting 50
• ‘Our approach to s.172(1)’ in the
Governance report 66
• ‘Sustainability reporting’ in
Audit and Risk Committee
report 83
• ESG metrics within Executive
remuneration 93, 95
Additional information outside
this report
• Sustainability Report 2025
Shareholders
Some of our relevant policies
(see website: corporate.dunelm.com)
• Capital and Dividend Policy
• Employment of Former Employees of the
External Auditor Policy
• Use of Statutory Auditor to Provide
Non-audit Services Policy
• Tax Strategy
• Anti-corruption and Anti-bribery Policy
Where to find more information
and outcomes in this report Page/s
• Stakeholder engagement and
s.172(1) statement 16
• Principal risks and uncertainties 38
• ‘Our approach to s.172’ in the
Governance report 66
• ‘Sustainability reporting’ in
Audit and Risk Committee
report 83
• ESG metrics in Executive
remuneration 93, 95
Additional information outside
this report
• Sustainability Report 2025
Our approach
We are committed to protecting our planet,
by mitigating environmental impacts in our
business and supply chains. We have set
various targets, validated by the Science Based
Targets initiative (SBTi), to reduce emissions.
We also support the British Retail Consortium’s
Climate Action Roadmap and are active
members of The UK Textiles Pact (formerly
Textiles 2030), run by WRAP.
We remain focused on reducing operational
waste, including plastics and other packaging,
and exploring product circularity solutions.
Measuring our outcomes
Key metrics are tracked and reported,
including carbon emissions, water footprint,
packaging reduction, and supplier data
coverage, with ongoing improvements in
data quality and transparency.
Our approach
We aim to provide shareholders with clear,
transparent information on our financial and
non-financial performance, enabling informed
investment decisions.
We maintain shareholder engagement
through regular meetings, opportunities for
management meetings and site visits on
request. Meetings may include matters of
governance and progress in non-financial
reporting, as well as financial performance.
Measuring our outcomes
We have returned c.£1.5bn since IPO
to shareholders through dividends and
special distributions.
Dunelm Group plc
Annual Report and Accounts 2025
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56

Going concern and viability statement
At the time of approving the financial
statements, the Board of Directors is required to
formally assess that the business has adequate
resources to continue in operational existence
and can therefore continue to adopt the ‘going
concern’ basis of accounting. The Board is also
required to state that it ‘has a reasonable
expectation that the Group will continue in
operation and meet its longer-term liabilities
as they fall due’ (the ‘Viability Statement’).
To support this statement, the Board has
considered the Group’s current financial position,
its strategy, the market outlook and its principal
risks. Note that the Board reviews viability over
a three-year period. This review also informs its
evaluation of whether the Group has adequate
resources to continue operating for at least
12 months from the date of signing the
Consolidated Financial Statements, and therefore
whether it is appropriate to adopt the going
concern basis in preparing the financial
statements. The base case for this review is
the three-year plan that was presented to and
approved by the Directors in May 2025.
The Group is operationally and financially strong
and has a long track record of consistently
generating profits and cash, which is expected
to continue throughout the plan period.
Modelling potential downside scenarios
In their consideration of going concern and the
future viability of the Group, the Directors have
reviewed future profit forecasts and cash
projections, reflecting their experience in
managing the business. Two downside scenarios
have been modelled, both of which assume that
variable costs would reduce as sales reduce.
The ‘market downturn’ scenario assumes
consumer spending moves away from
homewares due to the impact of ongoing
economic uncertainty and geopolitical instability.
In this scenario a 4%pts lower growth rate is
assumed in FY26 and FY27, as well as a higher
costs to sales ratio. This ‘market downturn’
scenario does not include any mitigating cost
reduction actions, which would be taken if such
a downturn occurred, and assumes the continuation
of dividend payments in line with our current
dividend policy. In this ‘market downturn’
scenario, the Group would not breach any of its
financial covenants and would have sufficient
funds to meet obligations as they fall due.
The ‘deeper downturn’ scenario assumes a 5%
sales decline in FY26 compared to FY25 and
8%pts lower growth rate in FY27 than in the base
case with a more significant increase in the costs
to sales ratio. Similar to the ‘market downturn’
scenario, we have assumed no cost mitigation
and the continuation of dividend payments in
line with our current dividend policy. As with the
‘market downturn’ scenario, the Group would
not breach any of its financial covenants and
would have sufficient funds to meet obligations
as they fall due.
The Directors continue to assess the risks that
climate change poses to the business via
modelling and disclosures in line with the
Taskforce on Climate-related Financial Disclosures.
The Group will actively manage and mitigate
these risks as required within the existing
enterprise risk management processes (as
outlined on page 49). Currently, climate change
is not expected to have a significant impact on
the Group’s going concern assessment or on the
viability of the Group over the next three years.
Reverse stress testing
To provide additional assurance around the
Group’s viability, two reverse stress tests have
been modelled. In both of these reverse stress
tests it is assumed that variable costs reduce in
line with sales, £20m per annum of fixed costs
would be saved, there would be a reduction in
capital investment lowering uncommitted
spend across FY26 and FY27 by c.£50m and
the payment of dividends would be suspended.
In the first reverse stress test, the sales decline
required to breach either of the current
covenants in the Revolving Credit Facility (RCF)
has been modelled. A sales reduction of 30% in
FY26 and 32% in FY27 from the base case would
be required for covenants to be breached by the
end of FY27. In the second reverse stress test
scenario, the level of sales reduction required
to breach the RCF limit of £250m has been
modelled. This would require a reduction in
sales of 45% in both FY26 and FY27 from the
base case to effectively run out of funding by the
end of FY27, assuming reasonable mitigating
actions have been implemented.
Lastly, the Directors have reviewed the potential
impact of material disruption to trading in our
digital channel (including home delivery,
tablet-based sales in store, and Click & Collect
sales), in FY26 reflecting the ongoing cyber
security risk to retailers. The Directors are satisfied
the group maintains appropriate access to
short-term cash in the event of such a circumstance.
Financing
The Group’s banking agreements and
associated covenants are set out in the CFO’s
Review and include a £250m RCF (maturing in
September 2029 having exercised a one-year
extension option in August 2025), an accordion
option with a maximum facility of £100m and
a £10m uncommitted overdraft.
The Group ended the financial year with net
debt of £102m. The financial covenants are tested
in line with our December interim reporting and
June year-end reporting. These covenants are
met with significant headroom.
In all downside scenarios, the Group continues
to forecast compliance with all financial covenants
throughout the going concern and viability
period. In all downside scenarios Dunelm has
sufficient liquidity to continue trading, including
maintaining the payment of dividends in line with
its dividend policy and comfortably meeting its
financial covenants. The reverse stress modelling
has demonstrated that a significant, prolonged
sales reduction of 30% in FY26 and 32% in FY27 is
required to breach covenants by the end of FY27
and a 45% sales reduction in each year is required
to breach the RCF limit by the end of FY27,
assuming reasonable mitigating actions have
been implemented. Such actions could include
reductions in discretionary spend (e.g. marketing
and travel), headcount and capital investment in
new stores and refits.
The Board believes that the Group is well placed
to manage its financing and other significant
risks satisfactorily and that the Group will be
able to operate within the level of its facilities
and meet its liabilities as they fall due, for at least
the next three years. For this reason, the Board
also considers it appropriate for the Group to
adopt the going concern basis in preparing its
financial statements.
Strategic report
This report was reviewed and signed on behalf
of the Board on 9 September 2025.
Nick Wilkinson
Chief Executive
9 September 2025
Dunelm Group plc
Annual Report and Accounts 2025
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57

59 Chair’s introduction to corporate governance
61 Directors and officers
64 Board dashboard and activities
68 Our culture and values
70 Governance framework
74 Nomination Committee report
80 Audit and Risk Committee report
87 Remuneration at a glance
88 Remuneration Committee report
114 Compliance with the UK Corporate
Governance Code
115 Directors’ report
119 Statement of Directors’ responsibilities
Governance
report
Strategic report Governance report Financial statements Other information
Dunelm Group plc
Annual Report and Accounts 2025
58

An engaged and effective Board delivering strong leadership
Supporting strategic ambition
The Board met in May 2025 for its annual
strategy review. The structure of the day
enabled detailed discussions on our short,
medium and longer-term strategy and
growth ambitions. There was challenge to
management on the potential for further
acceleration, a session dedicated to our
customer proposition and lively debate on
potential wider growth opportunities.
Read more on page 66
Delivering strategic progress
The Board approved a number of initiatives
during the year, supporting our further
strategic progress as we continue to invest for
the long term. This included opening six new
superstores (including one relocation) plus
our first store in inner London, completing
two strategic acquisitions and investing in
our Made-to-Measure blinds and shutters
manufacturing facility.
Read more on page 67
A strong and collaborative Board
The external Board effectiveness review was
undertaken by Manchester Square Partners.
It found that the Board is functioning well and
in line with good corporate governance.
The breadth and depth of complementary
skills and experiences was noted, alongside a
high level of respect, trust, collaboration and
open discussion and debate.
Read more on page 79
Our performance in FY25, as set out in the
Strategic report, reflects our resilience and
continued focus on delivering outstanding
value, quality and choice for our customers.
This Governance report supplements the story
of that performance. It provides details of how
the Board has provided oversight, guidance and
challenge to the Executive team in executing our
strategy, navigating challenges and maintaining
our focus on delivering growth in sales, profit
and market share.
Appointment of new CEO
Following Nick Wilkinson’s notification to the
Board in February 2025 of his intention to retire
from full-time executive life, we commenced a
formal and thorough recruitment process for his
successor. We drew on our existing succession
plans to inform and guide the search, further
details of which can be found on page 60. The
process culminated in July’s announcement of
Clodagh (‘Clo’) Moriarty as our new Chief Executive.
Clo was the Board’s unanimous choice and joins
the business and our Board on 1 October 2025.
Nick steps down from the position of Chief
Executive and from the Board at the end of
September. He will leave the business in early
October, with our thanks for his leadership and
strong contribution over the past seven and
a half years.
See page 63 for Clo’s biography and page 9 for
her initial thoughts on joining the business
Other Board changes and diversity
There have been a number of changes to our
Board composition over the course of the year.
William Reeve stood down in November 2024,
having completed his nine-year term as a Board
Director. Ian Bull was subsequently appointed
Senior Independent Director and Ajay Kavan our
Remuneration Committee Chair. Arja Taaveniku
left the Board at the end of December 2024
having accepted a role with another retailer.
In May 2025, we welcomed Katharine Poulter
as independent Non-Executive Director.
See page 76 for more information on
Katharine’s appointment and induction
Our appointments this year continue to reflect
our focus on promoting diversity and the need
to ensure that the Board and its Committees
have the right combination of skills, experience
and knowledge.
Chair’s introduction to corporate governance
How governance supports
delivery and ambition
On behalf of the Board I am pleased to present our
Governance report for the year ended 28 June 2025.
Alison Brittain
Chair
Dunelm Group plc
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59

Chair’s introduction to corporate governance continued
The Board continues to support initiatives
to promote talent with diverse knowledge,
skills and experience at the senior management
level and more broadly across the colleague
population. We see this as an essential part
of developing internal talent to deliver our
growth ambitions.
See page 77 for more information on our
approach to diversity and inclusion
Culture and values
It is important to the Board that we uphold the
values that are the foundations of our business,
recognising that our strong culture is fundamental
to our continued success. We understand that as
our business evolves, our culture also needs to
do so, shaped by our customers and colleagues.
We are committed to ensuring that our strategic
goals and actions continue to be aligned to our
purpose and values.
More information about how we monitor,
assess and promote a strong culture can be
found on page 68
Colleague engagement
Ongoing feedback from colleagues is an
essential contributor to our decision-making.
Along with input from other key stakeholders,
it informs our discussions and enables the Board
to ensure that its approach remains appropriate
to Dunelm. With this in mind, the Board was
particularly pleased to see the high-level of
engagement, at 74%, from colleagues
participating in this year’s employee survey.
Our Non-Executive Directors obtained further
insight more directly from colleagues during the
year by attending National Colleague Voice
meetings and visiting our stores and other sites.
See pages 16 to 20 for details of how we engage
with colleagues and other key stakeholders
Board and Committee evaluation
Manchester Square Partners undertook our
externally facilitated Board and Committee
evaluation this year. The review concluded that
the Board and each of its Committees are
operating effectively.
Further details about the evaluation process
and its findings can be found on page 79
AGM
Our AGM this year takes place on 19 November
2025. In line with the UK Corporate Governance
Code, all Directors will be seeking re-election.
In accordance with the UK Listing Rules, each of
the Non-Executive Directors will also be subject
to a vote of shareholders independent of the
Adderley family.
In addition this year, in line with market practice,
we are seeking a broader share buyback authority.
As in previous years, in light of the Adderley
family holding, we are required to seek a Rule 9
waiver to allow us to buy back shares without
triggering an obligation on the Adderley family
to make an offer to buy all the shares in the
Company. Further details of the share buyback
authority being sought and the Rule 9 waiver
can be found on page 72.
The year ahead
I would like to take this opportunity on behalf
of the Board to thank all our colleagues in the
business for their continued hard work, dedication
and focus on delivery for Dunelm and its
stakeholders. I would also like to thank my
fellow Directors for their invaluable contribution
this year.
The focus of the Board for the year ahead is to
ensure a smooth transition as we welcome our
new Chief Executive and to ensure that our
governance framework continues to be effective
in supporting the delivery of our growth ambitions.
We remain committed to the generation of
sustainable long-term value for all our stakeholders.
Alison Brittain
Chair
9 September 2025
Chief Executive search process
Stage 1
February 2025
Stage 2 Stage 3 Stage 8
July 2025
Spencer Stuart engaged
to support process and
conduct search. Spencer
Stuart has no further
connection with the
Company or its Board.
Detailed role and person
specification developed,
drawing on CEO
succession plan and
previous market
mapping work, and
approved by the
Nomination Committee.
Diverse longlist of
potential external and
internal candidates
presented and discussed
by the Nomination
Committee, following
which shortlist
determined.
Shortlisted candidates
met with Chair and
Deputy Chair, following
which three candidates
invited to continue
in process.
Three stage interview
process:
• Stage 1 NED interviews
— business leadership.
• Stage 2 NED interviews
— culture and people
leadership.
• Stage 3 — strategic
leadership presentation.
The Nomination
Committee confirmed
its preferred candidate,
who then also met with
the CEO and CFO,
before a final meeting
with the Chair.
Offer proposed by
the Remuneration
Committee, references
obtained and reputational
checks completed.
Appointment approved
by the Board and
announcement issued on
7 July 2025 that Clodagh
Moriarty had been
appointed Chief
Executive and would join
the Board with effect
1 October 2025.
Stage 4 Stage 5 Stage 6 Stage 7
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
60

Alison Brittain
N R I
Chair
Independent on appointment
Appointed: September 2022 and as Chair in
January 2023
Skills and contribution: Alison is an experienced
business leader who brings considerable expertise
to the Board as NED and former Chief Executive of
a range of consumer-facing companies. Her skillset
enables her to provide valuable insight on strategic
matters and a strong focus on execution, which are key
to our continued growth. In addition, she has successfully
scaled businesses in the UK and internationally, has
longstanding plc experience and a deep understanding
of stakeholder perspectives. This positions her perfectly
to facilitate constructive challenge and debate as
our Chair.
Previous roles: Alison was CEO of Whitbread PLC from
2015 to 2023. Prior to that, she held several senior roles
in the UK banking industry, serving as Group Director
in the Retail Division of Lloyds Banking Group PLC
(2011—2015), Board Director at Santander UK PLC
(2007—2011) and Barclays PLC (1987—2007). Alison was
a Non-Executive Director of Marks & Spencer Group
PLC from 2014 to 2020.
Other commitments: Chair of English football’s Premier
League. Senior Independent Director at Experian plc.
Non-executive Director at British Airways plc. Chair of
the King’s Trust Group of Charities (formerly The
Prince’s Trust).
Sir Will Adderley
N
Deputy Chair
Non-independent
Appointed: April 2003
Skills and contribution: Will brings a unique
perspective to the Board as a result of his broad and
deep understanding of the business and his in-depth
knowledge of its corporate history. This adds significant
value to Board debate and informed decision-making.
Will also plays a key role in contributing to the ongoing
development of our purpose and culture, which has
been built from the shared values instilled by the
Adderley family when the business was founded.
Will retains an executive role to support the business in
matters agreed with the Chief Executive, as required.
Previous roles: Will has worked for Dunelm his whole
career since joining in 1992. He took over the day-to-day
running of the Group from his father in 1996 and
remained as Chief Executive through the Group’s IPO
in 2006. Will became Deputy Chair in February 2011
and was reappointed Chief Executive in September
2014 for an interim period until 31 December 2015.
Other commitments: Owner of WA Capital Limited
and Trustee of Stoneygate Trust.
Nick Wilkinson
Chief Executive
Non-independent
Appointed: February 2018
Skills and contribution: Nick is an experienced Chief
Executive, with a proven track record in multichannel
retail businesses operating across a number of
consumer brands and geographies. His leadership is
pivotal in developing and overseeing delivery of our
strategy, driving growth and ongoing transformation,
increasing market share, and continuing to strengthen
our customer offer and experience. Nick chairs our
Good & Circular Committee, leading our plans to build
sustainability into all that we do.
Nick Wilkinson will retire from the Board on
30 September 2025.
Previous roles: Nick was the Chief Executive of Evans
Cycles from 2011 to 2016 and the Chief Executive of
Maxeda DIY from 2007 to 2010. Prior to that, he was
Group Buying Director and MD of Currys at Dixons
Retail Group (1999 to 2006). Nick spent his early career
at Unilever and McKinsey & Co.
Other commitments: Trustee of Rewilding Britain.
Directors and officers
Karen Witts
Chief Financial Officer
Non-independent
Appointed: June 2022
Skills and contribution: Karen is a highly experienced
Chief Financial Officer with a strong background in
finance and management across global retail and
consumer-facing businesses. She plays an important
role in developing and overseeing delivery of our
strategic initiatives, driving innovation, and ensuring
that we maintain strong operational grip. In addition
to leading on financial management, Karen regularly
engages with our investors and corporate advisers.
Karen chairs the Risk and Resilience Committee,
providing oversight of risk management and ensuring
the business is operating within our risk appetite.
Previous roles: Karen was Chief Financial Officer of
Compass Group plc from 2019 to 2021 and CFO of
Kingfisher Group plc from 2012 to 2019. Before that,
she held various senior finance, strategic and operational
roles with Vodafone Group plc (2010 to 2012), and at BT
Group plc (1999 to 2010). Karen qualified as a Chartered
Accountant with Ernst & Whinney.
Other commitments: Non-Executive Director of Ipsen
Pharma, SA.
Key
A
Audit and Risk Committee member
N
Nomination Committee member
R
Remuneration Committee member
Committee Chair
I
Independent Director
D
Designated NED for colleague matters
Dunelm Group plc
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61

Directors and officers continued
Ian Bull
A N R I
Senior Independent Non-Executive Director
Independent
Appointed: July 2019
Skills and contribution: Ian has over 30 years’
experience as a strategy and finance specialist built
from executive and non-executive roles at online and
multi-site consumer-facing businesses. He has
longstanding plc experience, with a deep understanding
of audit practices and risk management frameworks,
which enables him to promote open and frank
discussions and challenge, as well as ensure strong
relationships with management, auditors, and other
stakeholders. Ian is a Fellow of the Chartered Institute
of Management Accountants.
Previous roles: Ian was Chief Financial Officer of
Parkdean Resorts Group from 2016 to 2018 and Chief
Financial Officer of Ladbrokes plc from 2011 to 2016.
He was Group Finance Director of Greene King plc
(2006 to 2011), having spent his early finance career at
Whitbread PLC, Walt Disney Company and BT Group
plc. Ian is a former Non-Executive Director and Audit
Chair of Paypoint Limited, Senior Independent Director
and Audit Committee Chair of St. Modwen Properties
plc and Chair of Lookers plc.
Other commitments: Chair of Domino’s Pizza Group
plc and Non-Executive Director and Chair of the Audit
Committee at Croda International plc. Member of
Chapter Zero, the Directors’ Climate Forum.
Marion Sears
N D
Non-Executive Director and Designated NED
for colleague matters
Non-Independent
Appointed: July 2004
Skills and contribution: A long-standing Board
Director, Marion brings expertise from her City,
investment and banking career including M&A.
Utilising her significant plc experience and stakeholder
understanding, enhanced by her role as the Designated
NED for colleague matters, Marion plays an important
role in facilitating informed Board decision-making.
Previous roles: Marion was Dunelm’s Senior
Independent Director and Chair of the Remuneration
Committee from 2006 to 2015 and was Chair of the
Nomination Committee until 2016. She had an
executive career in the City in investment banking at
Flemings, Chase and JP Morgan, prior to which she
worked in corporate finance, as an investment analyst
and in industry. Marion’s previous Non-Executive
Director experience includes WHSmith plc and
Keywords Studios plc where she chaired the
remuneration committees.
Other commitments: Senior Independent Director at
Schroder Asian Total Return Investment Company plc,
Non-Executive Director of BlackRock World Mining
Trust plc, Senior Independent Director and Chair of the
Remuneration Committee at Shepherd Neame Ltd and
Director of WA Capital Limited. Member of Chapter
Zero, the Directors’ Climate Forum.
Ajay Kavan
A N R I
Non-Executive Director
Independent
Appointed: March 2024
Skills and contribution: Ajay is an accomplished
business leader with strong digital and retail credentials
and experience driving organic growth, strategic
partnerships, and M&A. Ajay’s expertise in delivering
online and multi-channel propositions, together with
his in-depth understanding of operations and
relationships from his work as an adviser and mentor,
strengthens the Board’s skills as we continue to drive
growth across our total retail system.
Previous roles: Ajay was Chief Executive at Matches
Fashion from 2020 to 2021 and Vice President at
Amazon from 2011 to 2020. Prior to that, he was
Marketing and Strategy Director, Homebase at Home
Retail Group (2004—2011) and Multi-Channel Director,
B&Q at Kingfisher (2000—2004).
Other commitments: Senior Advisor at KKR, member
of advisory panel to Piper Private Equity, Non-Executive
at Rohlik Group, mentor to CEOs of high growth US/EU
digital businesses and Vice Chair of In Kind Direct.
Katharine Poulter
A N R I
Non-Executive Director
Independent
Appointed: May 2025
Skills and contribution: Katharine is a seasoned leader
with a strong retail background developed through
experience at large and entrepreneurial consumer-
facing businesses. Her expertise in product
development, commercial and retail operations and
business transformation adds strategic insight and
complementary skills to the Board.
Previous roles: Katharine was Chief Commercial Officer
at Indigo Books and Music Inc. from 2021 to 2024.
Before that, she was Chief Executive at Laura Ashley
Holdings Plc prior to its sale in 2020. Other roles
include Managing Director and Commercial Director
at Wilko from 2017 to 2020, Commercial Director at
Hobbycraft Limited from 2015 to 2018 and Commercial
Director at Dobbies Garden Centres from 2012 to
2015. Her earlier career included roles at other
well-known retailers.
Other commitments: Chief Commercial Officer at
McCarthy & Stone.
Dunelm Group plc
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62

Directors and officers continued
Vijay Talwar
A N R I
Non-Executive Director
Independent
Appointed: October 2021
Skills and contribution: Vijay is a proven business
leader in driving significant digital and operational
transformations. He has broad international executive
experience developed at consumer-facing, omni-
channel businesses, bringing a different dimension to
Board discussions. Further, as a former Certified Public
Accountant and CFO, he provides depth to the Audit
and Risk Committee’s oversight.
Previous roles: Vijay was Chief Executive Officer of
ContextLogic Inc from February to September 2022.
Prior to that, he was Chief Executive Officer of
Footlocker EMEA from 2019 to 2022 and President of
Digital at Foot Locker Inc from 2016 to 2019. Previously,
he was President of Gifts/Special Occasions at Sears
Holdings (2014 to 2016), held C-suite positions at Blue
Nile (2010 to 2014) and was Chief Executive Officer at
William J Clinton Foundation India (2008 to 2010).
Vijay was COO for EMEA at Nike from 2002 to 2008.
Other commitments: Chief Commercial Officer and
Chief Digital Officer at Avolta AG.
Dan Taylor
A N R I
Non-Executive Director
Independent
Appointed: March 2024
Skills and contribution: Dan is an experienced CEO,
with a recognised track record of delivering strategic
plans to drive growth in digital and consumer-facing
brands and leading on M&A and integration
programmes, both in the UK and internationally.
His experience adds further depth and understanding
to Board debate as we continue to evolve our customer
proposition and ambition.
Previous roles: Dan held senior Executive roles at
PaddyPowerBetfair from 2015 to 2020; he was Chief
Executive (2018—2020), MD, UK & Ireland (2017—2018)
and MD, Retail (2015—2017). Before that, he was
Managing Director of Teletext Holidays (2013—2014),
Director of Strategy and Commercial Development
at DMG Media (2009—2013) and Associate Partner
at OC&C Strategy Consultants (2001—2009).
Other commitments: CEO of Flutter International
at Flutter Entertainment plc.
Luisa Wright
Group General Counsel & Company Secretary
Appointed: November 2022
Skills and contribution: Luisa is an accomplished
general counsel, company secretary and regulatory
adviser, with extensive plc experience built at
consumer-facing digital, retail and technology
companies. She attends Board and Board Committee
meetings, ensures that legal and governance matters
are not only anticipated but also considered and
addressed, and offers invaluable support and advice
to the Board.
Previous roles: Luisa was Group General Counsel &
Company Secretary of The Rank Group Plc from 2018
to 2022 and Group General Counsel & Company
Secretary of Sportech Plc from 2011 to 2017. Prior to
that, Luisa was a private practice lawyer at Olswang LLP
(now CMS Cameron McKenna Nabarro Olswang LLP)
from 2000 to 2011. Luisa qualified as a lawyer with
Olswang LLP.
Other commitments: None
Clodagh (‘Clo’) Moriarty
Incoming Chief Executive
To be appointed: 1 October 2025
Skills and contribution: Clo is an established retail
leader, having spent 15 years at J Sainsburys plc, most
recently in the role of Chief Retail and Technology
Officer. She brings strategic and operational experience
across stores, digital and enterprise-wide technology
systems, with a particular focus on the customer
experience. Her leadership will be instrumental in
delivering our growth ambitions and accelerating
innovation across all areas of our business.
Previous roles: Clo held senior leadership roles at
J Sainsburys plc prior to her current role, including
Retail and Digital Director and Chief Digital Officer.
She also represented Sainsburys on the Board of
Sainsbury’s Bank PLC (2020—2023). Her earlier career
was spent at Bain & Company (2001—2010).
Other commitments: Non-Executive Director of
Taylor Wimpey plc and sits on their Nomination and
Governance and Remuneration Committees.
See page 60 for more information on our
CEO search process and page 9 for a brief
introduction to Clo
Changes to the Board during FY25:
1. Kelly Devine stepped down from the Board on 5 July 2024.
2. William Reeve stepped down from the Board on 21 November 2024.
3. Arja Taaveniku stepped down from the Board on 31 December 2024.
4. Katharine Poulter joined the Board on 6 May 2025.
Key
A
Audit and Risk Committee member
N
Nomination Committee member
R
Remuneration Committee member
Committee Chair
I
Independent Director
D
Designated NED for colleague matters
Dunelm Group plc
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63

Independence*
Non independent 44%
Independent 56%
Senior Board positions
Ethnicity
White 80%
Asian 20%
Length of tenure
0—3 years 40%
3—6 years 30%
6—9 years 10%
9+ years 20%
Age range
40—50 10%
50—60 60%
60+ 30%
Gender
Male 60%
Female 40%
FY25 Board and Committee attendance
The table below sets out Board and Committee meeting attendance during the year to 28 June 2025. The number
of meetings attended is shown next to the maximum number of meetings that each Director was entitled to attend.
Director
Committee
memberships Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Will Adderley
N
9/9 n/a n/a 3/3
Alison Brittain
R N
9/9 n/a 3/3 3/3
Ian Bull
A R N
9/9 4/4 3/3 3/3
Kelly Devine
1
n/a
0/0 n/a n/a n/a
Ajay Kavan
A R N
9/9 4/4 3/3 3/3
Katharine Poulter
2
A R N
2/2 1/1 0/0 0/0
William Reeve
3
A R N
4/4 2/2 2/2 2/2
Marion Sears
N
9/9 n/a n/a 3/3
Arja Taaveniku
4
A R N
4/4 2/2 2/2 2/2
Vijay Talwar
A R N
9/9 4/4 3/3 3/3
Dan Taylor
A R N
9/9 4/4 3/3 3/3
Nick Wilkinson
n/a
9/9 n/a n/a n/a
Karen Witts
n/a
9/9 n/a n/a n/a
1. Kelly Devine stepped down from the Board on 5 July 2024. No Board meetings were held between the start of FY25 and the date on which she stepped down
from the Board. Kelly had stepped down from the Committees in FY24.
2. Katharine Poulter joined the Board on 6 May 2025.
3. William Reeve stepped down from the Board on 21 November 2024.
4. Arja Taaveniku stepped down from the Board on 31 December 2024.
For more information on our
Board appointment process
see page 76
For more information on
diversity and inclusion at
Dunelm see page 77
Board dashboard and activities
A balanced, diverse
and committed Board
* Number excludes the Chair
who was independent on
appointment.
Chair Senior
Independent
Director
Chief Executive Chief Financial
Officer
Female
Male
Board overview as at 28 June 2025
Dunelm Group plc
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64

Maintaining effective
governance to support delivery
The Board discharges its responsibilities
through an annual programme of Board
and Committee meetings, with
additional ad hoc meetings as required
to meet business needs. These are
supplemented by visits to stores and
other sites.
Agendas are determined in advance to
ensure that meetings are well-planned,
and time is allocated as appropriate.
Papers are circulated ahead of time to
ensure that Directors are able to review
and arrive at meetings fully prepared.
At each meeting in the year, the CEO
reports on strategic progress and
operational performance (including
customers, colleagues and health and
safety) and the CFO reports on financial
performance. A rolling agenda of other
strategic, operational, sustainability, risk
and governance matters is refreshed
during the year as necessary to ensure
the Board continues to focus on areas of
priority, whilst also continuing to meet
regulatory requirements.
The Chair meets with the
Non-Executive Directors at the end of
each Board meeting. This is a useful way
of exchanging views and dealing with
any concerns or questions. In addition
to this, the Chair and the other
Non-Executive Directors regularly have
informal, individual meetings with the
Executive Directors, other members of
the Executive Team and other senior
leaders in the business.
• Annual strategy review
• Received presentations on
strategic plans for stores, digital
and commercial
• Review of tech roadmap and
transformation plans
• Overview of responsible sourcing
• Discussed digital growth plans
• Received customer and business
development updates
• Deepdive and updates on
‘Good & Circular’
• Furniture strategy update
• Store format development update
• Approved property acquisitions
• Approved acquisition of Home
Focus business in Ireland
• Received Made-to-Measure
strategy update
• Approved acquisition of
Designers Guild brand and
intellectual property
• CEO and CFO reports (which
include trading updates, KRIs,
people and H&S updates,
customer and market trends etc)
• Reviewed incident reports on
store fires (crisis management,
business recovery and
lessons learnt)
• Received feedback from the
National Colleague Voice
• Discussed colleague dashboard
and received people plan updates
• Reviewed interim and preliminary
results
• Approved final, interim and
special dividends
• Discussed feedback on results
and investor engagement
• Reviewed principal risks
• Received updates on cyber and
data protection
• Approved tax strategy
• Received corporate governance
and legislative updates
• Annual health and safety update
• Approved delegation of
authorities
• Conducted external Board
evaluation and discussed report
• Received modern day slavery
update and approved annual
statement
• Approved share awards
• Approved Notice of Meeting,
received AGM results and
discussed feedback
• Reviewed NED and Chair fees
• Reviewed conflicts of interest
register
• Confirmed risk appetite
• Approved gender pay gap report
• Reviewed forward agenda planner
Strategy Operational performance Governance
The Board held nine formally
scheduled meetings in FY25,
as well as a full day dedicated to
strategy. Its activities were broadly
split between strategy, operational
performance & governance.
FY25 Board meetings
44%
Time spent
33%
Time spent
23%
Time spent
Board meetings follow a rolling
agenda of strategic, operational
and governance matters, which
is refreshed during the year as
necessary to ensure the Board
continues to focus on areas
of priority.
Dunelm Group plc
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Board dashboard and activities continued
Our approach to Section 172(1)
Each of our Directors is mindful of their duties
under section 172(1) of the Companies Act 2006
(‘s.172(1)’) to run the Company for the long-term
benefit of its shareholders and, in doing so,
to consider the interests of its key stakeholders
during its decision-making, and the impact of its
decisions on stakeholder relationships, on the
Company’s reputation for high standards of
business conduct, and on the environment.
The matters encompassed in s.172(1) touch on
everything we do, at a Board level in our discussions
and decision-making, and also at a business
level by members of our Executive Team and the
senior leadership team. Examples of the ‘Board
in action’ are set out on this page and on page
67. On pages 16 to 20 we describe our key
stakeholders and summarise how and why we
engage with them more generally, what matters
most to them, allocation of responsibility within
the business and how we consider the
effectiveness of our engagement.
A key consideration when making decisions is for
the Board to balance the needs of our various
stakeholders, which may not themselves always
be aligned, while considering the Company’s
purpose, values and strategic priorities. The
Board acknowledges that not all decisions that it
makes will result in a positive outcome for all
stakeholders, but it remains focused on ensuring
that its decision-making is consistent and in the
best interests of the Company.
We ensure that the requirements of s.172(1)
Companies Act 2006 are met and the interests
of our stakeholder groups are considered,
challenged and debated through a combination
of practical approaches (all of which were
applied during FY25).
This includes the following:
• the Board carries out an annual review of
strategy which assesses the long-term
sustainable success of the Group and our
impact on key stakeholders. Agenda items for
the following year are based on the decisions
and next steps agreed at this meeting;
• the Board’s risk management procedures
identify the principal and emerging risks facing
the Group, and the mitigation in place to
manage their impact. We also consider these
through a stakeholder lens as set out on pages
16 to 20;
• the Group General Counsel and Company
Secretary references relevant s.172(1) factors
against each agenda item in the minutes to
ensure they remain at the forefront of Directors’
minds when reflecting on discussions;
• the rolling Board agenda includes standing
items to ensure that stakeholders are fully
considered, including investor roadshow
feedback, updates on people matters, the
annual health and safety presentation, modern
slavery and anti-bribery reporting and
sustainability updates;
• there is a formal review of many of these topics
through standard Audit and Risk Committee
and Remuneration Committee agenda items,
as described later in this report;
• the Board considers impact on key
stakeholders when it reviews Group KPIs
and requests additional information as
appropriate; and
• all Directors attend our AGM, which provides
a valuable opportunity each year for all
shareholders to hear from the Board, and for
the Board to hear from our shareholders.
Supporting strategic ambition
The Board met in May 2025 for its annual
strategy review. The day commenced with a
presentation of the three-year plan, followed
by sessions led by members of the Executive
Team focused on ‘Bringing the plan to life’,
enabling an engaging discussion on areas
such as our customer proposition, category
elevation, app development, systemisation
and productivity and Made-to-Measure. Lively
debate enabled the Board and Executive Team
to challenge each other on the balance of
ambition versus appetite for risk, and the
prospect of further acceleration on delivery
versus capacity and capability.
The Board reflected on the ongoing importance
of continued investment in technology and
data as key drivers to sustainable growth, as
well as the value of ongoing engagement with
our key stakeholders so as to ensure we really
understand their views, how our actions are
likely to impact them and consider this within
our decision-making. This was particularly
apparent in relation to discussions on the
customer proposition, with a desire to ensure
that we put the customer at the heart of all
that we do.
The second part of the day was dedicated
to exploring broader long-term strategic
opportunities. The scale of ambition and
innovation was welcomed, alongside an
acknowledgement of the further potential
opportunities for the business. There was
recognition of the need to constantly learn,
adapt, develop new skillsets and consider
additional opportunities for growth with
a longer-term horizon in mind.
The agreed actions and takeaways for the
Executive Team were noted with updates to be
provided by way of further presentations and
deep dives by business area built into the Board
agenda over the course of the next 12 months.
Board in action
Dunelm Group plc
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Delivering strategic progress
The Board reviewed and approved a number of
strategic initiatives during the year as we continue
to invest for the long term. These investments,
which included new superstore openings,
our first store in inner London, two strategic
acquisitions, and the expansion of our
Made-to-Measure business, bring us both
new capabilities and new opportunities.
Strategic acquisitions
The Board approved two strategic acquisitions
during the year — Homefocus Group Limited, an
Irish soft furnishings retailer with 13 stores, and
the brand and design archive of Designers Guild
Limited. Whilst different in nature, and not
material financially to the Group, they reflect
Dunelm’s continued focus on product mastery
and customer choice, whilst remaining true to
our culture and values.
Entering the Irish market
In November 2024, the Board approved the
acquisition of Homefocus Group Limited, a soft
furnishings retailer with 13 stores in the Republic of
Ireland, with a shared heritage in home textiles and
strong values which stem from family ownership.
The acquisition presented an attractive
opportunity for Dunelm to connect with more
customers by entering a new geography,
with a homewares market of more than £1bn
1
.
It immediately provided the Group with good
coverage across the Republic of Ireland.
The Board also recognised the potential to offer
a broader range of products in Home Focus
stores, in line with the Group’s existing smaller
format stores in the UK, giving customers wider
choice and a more comprehensive offer for the
home. A further consideration was the opportunity
in due course to introduce a more comprehensive
online proposition and, over time, assess new
store opportunities across Ireland.
The Board acknowledged in completing the
deal the learnings for Dunelm in taking its first
steps internationally, including in relation to new
customers, colleagues and suppliers, and
providing the opportunity to support local
communities in line with our approach in the UK.
Whilst not material to our financial performance,
the acquisition seeks to widen Dunelm’s appeal
as a specialist homewares retailer in a market
with clear opportunity for growth.
Investing in heritage designs
During the year, the Board approved the
acquisition of the Designers Guild brand and
design archive from Designers Guild Limited and,
in a strategic collaboration, licensed the brand
and archive back to the business, enabling it to
continue operating independently. The transaction,
which completed in April 2025, appealed to the
Board on the basis of the opportunity it presents
to bring Designers Guild’s designs to a broader
audience, drawing inspiration from the extensive
design archive and guided by a shared
commitment to creativity, innovation, and quality.
Made-to-Measure expansion
The Board toured our Made-to-Measure
manufacturing facility during the year. Directors
received a deepdive on the opportunities for
our blinds and shutters business, with
management presenting ambitious plans to
fully leverage our multichannel and expert
service proposition alongside our existing UK
manufacturing capabilities.
The Board supported the proposed
investment, it being evident that the expansion
plans would, amongst other things, enhance
our product offer, reduce our lead times and
create new jobs. More detail on the accelerated
growth of our Made-to-Measure business can be
found on page 6.
1. GlobalData Ireland homewares market, for the calendar
year 2024, including VAT.
Dunelm Group plc
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67

Nick Wilkinson
Chief Executive
Our culture and values
How does the Board
embed a culture that
is aligned with our
purpose, values and
strategy throughout
the Group?
Our purpose ‘To help create the joy
of truly feeling at home, now and for
generations to come’ is the thread that
runs through our strategy, our shared
values and culture. This is brought to
life every day by our colleagues whose
ideas, actions and ways of working
shape our business in real and
meaningful ways.
We are deeply committed to creating an
environment where colleagues can thrive, learn
and belong. Our ‘People Plan’ is central to this,
and we are proud to invest in programmes that
support growth, celebrate contributions, and
demonstrate that we keep listening and
learning — one of our core values. Initiatives
such as the ‘Home of Ideas’ (where impactful
ideas are recognised and rewarded); ‘Back to
the Floor’ (connecting support functions with
store colleagues); and our reverse mentoring
programme demonstrate how two-way
communication makes us stronger and keeps
our culture authentic and inclusive.
Our governance framework helps to embed a
culture that aligns our purpose, values and strategy.
It provides transparency and accountability,
and encourages thoughtful decision-making.
Our shared values are also reflected in our Group
policies, which are an important expression of
how we look after our colleagues and how they
should expect to be treated by others.
Leadership plays a key role in setting the tone.
The presence and input from the Board and
the Executive Team, especially during in-person
presentations, Q&A sessions and huddles, has
been repeatedly highlighted as a source of
building a stronger understanding of how
colleagues contribute to the performance of
the business and feel connected. Our annual
leadership Peak Performance Event, end of year
events and other celebrations also enable
colleagues to feel closer to our purpose, values
and strategic plans.
We consider our strong culture to be
fundamental to the ongoing success
of Dunelm. It provides a framework
within which our colleagues work
together to deliver our ambitions.
Dunelm has an open and straightforward
culture, with a focus on doing the right thing.
This reflects the values instilled by the Adderley
family, who founded our business 45 years ago
and are still our major shareholders.
Our shared values — ‘stronger together’, ‘act like
owners’, ‘keep listening and learning’ and
‘long-term thinking’ — represent our culture and
underpin our purpose and strategy. They have
developed from business principles formulated
by Sir Will Adderley, our Deputy Chair, more
than 20 years ago.
As the business has grown and become more
complex, these values have evolved, shaped
by our colleagues, customers and other
stakeholders. However, that they have not
changed significantly is testament to their
strength and importance to the business.
We believe that our shared values are an
essential contributor towards driving the right
behaviours and maintaining a positive culture
of mutual respect, trust, transparency and
constructive challenge.
As a Board, we recognise a responsibility to
protect our culture and ensure that our shared
values continue to resonate with colleagues as
a key driver of success. We also believe in setting
the tone from the top and expect our Directors
and senior leadership team to role model our
shared values and consider them when making
decisions and communicating with stakeholders.
We very much believe
in setting the tone from
the top… we are committed
to ensuring that the
Company’s actions are in
keeping with our culture,
values and purpose to
drive long-term success.
Stronger together
Act like owners
Keep listening
& learning
Long-term
thinking
Why is culture
important to
the Board?
Culture in action:
200th store celebration
In March 2025 we opened our 200th store in
Merthyr Tydfil, Wales. We celebrated this
milestone by sending out selfie frames,
balloons and other decorations to stores and
sites. We hosted a ‘town hall’ event at our
head office and shared a video of the store
opening on our intranet, Home Comforts,
to introduce our new store colleagues and
enable everyone to celebrate our new store.
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Placeholder image
Culture in action:
Introducing the business to our
incoming Chief Executive
Support centre colleagues and store coaches
were invited to join Alison Brittain, our Chair,
for a Company-wide online meeting where
she introduced our incoming Chief Executive,
Clo Moriarty. Alison invited questions from
colleagues about Clo’s experience, her
passion for retail, and her decision to join
Dunelm. See page 63 for Clo’s bio.
Our culture and values continued
We aim to provide an environment
that inspires, engages and develops
all of our colleagues to reach their full
potential. Monitoring and assessing
our ‘cultural health’ is an important
part of that.
Culture is monitored by way of regular reporting
to the Group Board and Executive Team via a
colleague dashboard (covering engagement,
retention, gender pay and diversity, amongst
other things) and other updates that are indicative
of culture, such as trends in health and safety and
whistleblowing reports. The Board also considers
colleague engagement survey results.
The Nomination Committee supports the Board
in reviewing diversity and inclusion and talent
management and the Remuneration Committee
in assessing executive performance and
ensuring that our approach to pay and reward
remains aligned with our values and purpose.
Engagement remains fundamental to the
Board’s understanding, with our colleague
representative body, the National Colleague
Voice (NCV), playing an important role.
By engaging with, listening to, respecting and
responding to our colleagues, we facilitate an
open working environment, encourage a sense
of belonging and develop a strategy that
resonates, all of which supports our ongoing
ambition to deliver continuous improvement
and further growth.
Directors also meet regularly with other
stakeholders to understand how Dunelm is
perceived externally. This assists the Board in
assessing whether the Company’s values are
reflected in how it is perceived by others and can
inform changes in approach to our relationships,
communication and engagement.
Our Designated NED for colleague matters,
Marion Sears, attends NCV meetings and
ensures that updates and insights are shared
with the full Board. Marion has a wealth of
workforce experience and an in-depth
understanding of Dunelm’s culture, values and
people, having been on the Board since 2004.
This places her in an ideal position to understand
colleague views and ensure that these are
represented at the Board and fed into its
decision-making.
For more information on NCV see page 18
We also encourage our Directors, Executive
Team and senior leadership to regularly interact
in person with colleagues working in all areas of
our business.
When we recruit we look for individuals who
understand and will add to our culture — bringing
fresh ideas, embracing diversity of thought,
respecting our values and able to find their place
in our multigenerational workforce.
Our culture also has a wider impact. It influences
how we treat our business partners and other
stakeholders — whether that’s making timely
payments to suppliers or choosing to expand
our business, like our recent acquisition of the
Home Focus business in Ireland, and our
decision to acquire the Designers Guild brand
and design archive and then license them
back to the business. For more information,
see page 67.
What does the Board
do to assess and
monitor culture?
Clo Moriarty
Incoming CEO
Culture in action:
Colleague engagement survey
We undertook our engagement survey in
May 2025 which had a 74% participation
rate (FY24: 79%)
1
. We see strong response
rates to our colleague engagement surveys
throughout the year, which give us detailed
and extensive feedback, from which we build
positive action plans across the business.
We saw an increase in our employee net
promoter score (eNPS) by 7pts year-on-year,
particularly driven by an improvement in
managers’ support across our stores.
74% +7pts
participation rate YoY movement in eNPS
1. This survey did not include our colleagues in the Republic
of Ireland.
Dunelm Group plc
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The Board as a whole is
responsible for the overall
direction, performance and
long-term success of the
Group. It is responsible for
setting and role modelling our
purpose and shared values.
It provides effective challenge
to management on the
execution of the strategy and
is responsible for ensuring that
the Group maintains effective
risk management and internal
control systems.
The Board is supported by three committees to
which it has delegated certain matters in order
to ensure that they receive the appropriate level
of consideration. These committees support
the Board in discharging its duties. Each of the
committees operates under terms of reference
approved by the Board, which are reviewed
annually and can be found on the corporate
website: corporate.dunelm.com.
Nomination Committee
Recommends appointments to the Board,
keeps the composition of the Board under
review, oversees succession plans for the Board,
Executive Team and senior leadership and
promotes diversity on the Board and across
the Group.
See page 74 for the Nomination
Committee report
Audit and Risk Committee
Maintains oversight of the Group’s financial and
narrative reporting, assesses the effectiveness
of internal control and risk management
systems, monitors the independence of internal
and external audit and manages the
relationship with the external auditor.
See page 80 for the Audit and Risk
Committee report
Remuneration Committee
Establishes the Remuneration Policy,
determines the remuneration of the Executive
Directors and Chair, oversees implementation
of the Remuneration Policy and related policies
and practices across the Group.
See page 88 for the Remuneration
Committee report
Board Committees
The Executive Team is supported by three
executive-led committees, which provide
updates to the Board, Audit and Risk
Committee, Remuneration Committee
and Executive Team as appropriate.
Risk and Resilience Committee
Oversees and reviews principal and
operational risks, tracks key risk indicators,
receives updates on key compliance areas
such as data protection, regulated credit,
ethical sourcing, store security, and
business conduct and monitors trends.
Chaired by the CFO.
See page 36 for more information
Good & Circular Steering Group
Oversees initiatives focused on achieving
our Good & Circular goals, tracks progress
against targets and reviews proposals such
as new circular business models and
further improvements to data collection
and monitoring. Chaired by the CEO.
See Sustainability Report 2025 for
more information
Talent Committee
Oversees and develops succession
planning at all levels of the business and
monitors progress against our ‘Know-
Grow-Flow’ talent management initiative.
Chaired by the Stores and People Director.
See Sustainability Report 2025 for
more information
The Board delegates
responsibility for the day-to-
day operational management
of the Company to the CEO.
The CEO is supported by
a team of executives each
of whom heads a key function
and together form the
Executive Team, which
operates under the CEO’s
direction and leadership.
The Executive Team holds
regular meetings to discuss
performance, operational
matters and progress of
business change and other
transformation initiatives.
Group Board Executive TeamExecutive Team
Committees
Executive Team informs/
recommends/reports to the
Group Board
Group Board reviews/
challenges/approves
decisions from the
Executive Team
Governance
framework
We have always believed that good
governance helps companies make better
decisions for the benefit of all stakeholders.
Our framework enables informed
decision-making, effective oversight and
clear accountability. It also allows for
delegation of specific matters to the
appropriate committees. A high-level
summary of our approach, illustrating where
responsibilities fall, is set out on the right.
The Board believes that good governance
supports Dunelm’s purpose, shared values
and strategy, and is satisfied that these
elements and Dunelm’s culture are aligned.
Dunelm Group plc
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Roles and Responsibilities
The Chair and Chief Executive have clearly
defined roles which are separate and
distinct. The specific duties and division of
responsibilities between them have been
agreed by the Board and are summarised
here, together with an overview of the roles
of the Deputy Chair, the Senior Independent
Director, the Executive Directors, the
Non-Executive Directors, the Group General
Counsel and Company Secretary and the
Designated NED for colleague matters.
Written statements setting out
the full responsibilities for each role
are set out on the corporate website:
corporate.dunelm.com
Chief Executive
• Proposing the strategic objectives of the Group
for approval by the Board and delivering the
strategic and financial objectives in line with the
agreed purpose and strategy.
• Leading the Executive Team and senior
leadership in managing the operational
requirements of the business.
• Leading on climate change and sustainability
objectives of the Group.
• Providing clear and visible leadership of our
shared values.
• Effective and ongoing communication with
colleagues and shareholders.
Chief Financial Officer
• Working with the CEO to develop and deliver the
Group’s strategic objectives, including business
development opportunities.
• Focusing on the financial delivery and
performance of the Group.
• Ensuring that the Group remains appropriately
funded to pursue its strategic objectives.
• Ensuring proper financial controls and risk
management of the Group and compliance with
associated regulations.
• Leading on investor relations activities and
communications with shareholders.
Deputy Chair
• Maintaining close dialogue with the Chair
and CEO.
• Contributing to the development of the Group’s
purpose, culture and values by promoting and
visibly demonstrating the Company’s long-
established shared values.
• Assisting the CEO in strategic and operational
activities as needed.
• Supporting and deputising for Chair as required.
Chair
• Leading the Board and responsible for its
effectiveness. Leading on governance.
• Setting the agenda, style and tone of Board
discussions with a particular focus on
strategic matters.
• Ensuring each Non-Executive Director makes
an effective contribution to the Board.
• Ensuring that the Directors receive accurate,
timely and clear information.
• Promoting a culture of openness and debate.
• Facilitating constructive Board relations.
Senior Independent Non-Executive Director
• Acting as a ‘sounding board’ for the Chair and
an intermediary for the other Directors.
• Leading the Non-Executive Directors in their
annual assessment of the Chair’s performance.
• Available to shareholders, particularly if they
have concerns that the normal channels have
failed to resolve, or for which such contact would
be inappropriate.
• Leading the Chair succession process.
Non-Executive Directors
• Providing constructive contribution and challenge
to the development of strategy and ensuring that
decisions are taken so as to promote the success
of the Company in the interests of all stakeholders.
• Monitoring operational and financial performance
and scrutiny of management performance in the
delivery of strategic objectives.
• Providing oversight of financial and other control
processes for risk management.
Executive Non-Executive
Company Secretary
• Supporting the Chair and the
Non-Executive Directors with their
responsibilities.
• Advising on corporate governance
matters and regulatory compliance.
• Facilitating individual induction
programmes for Directors and
assisting with training needs
as required.
• Assisting with communications
to shareholders and organising
the AGM.
Designated Non-Executive Director
for colleague matters
• Engaging with colleagues (for
example, through the National
Colleague Voice) to represent the
‘Colleague Voice’ at the Board.
• Monitoring the effectiveness of
colleague engagement initiatives.
• Providing regular updates to
the Board.
Governance
Governance framework continued
Dunelm Group plc
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Governance framework continued
About our Board
The Board has agreed that our optimum number
of Board Directors is between nine and eleven.
As at the date of this report it currently comprises
ten, with an independent Chair, four Executives/
non-independent Non-Executive Directors,
and five independent Non-Executive Directors.
We consider that this structure provides a good
mix of backgrounds and skills, enables the right
level of independent challenge, and is one that
allows for effective decision-making. We maintain
a clear division of responsibilities between the
leadership of the Board and the executive
leadership of the business, as articulated on
the preceding page.
Schedule of Matters Reserved
Certain key matters requiring Board approval
are set out in a formal schedule of matters
reserved, which the Board reviews periodically.
Examples of such matters include Group
strategy and budget, Group capital structure,
approval of financial results and Annual Report
and Accounts, significant capital or contractual
commitments, ensuring maintenance of internal
control and risk management systems and
approval of significant Group-wide policies.
The schedule of matters reserved for the Board
is available on corporate.dunelm.com
Managing conflicts of interests
Directors are required to disclose any actual or
potential conflicts of interest to the Board
immediately as and when they arise throughout
the year. These are considered by the Board
and any authorisations given are recorded in
the Board minutes and reviewed annually.
In addition, a formal process is undertaken each
year when all Directors confirm to the Board
details of any other directorships and relevant
information in connection with related parties.
The Board takes action to ensure that the
influence of third parties does not compromise
or override the independent judgement of the
Board. Should Directors have any concerns
about the operation of the Board or Dunelm
management that cannot be resolved, these can
be recorded in the Board minutes. If, upon
resignation, any Non-Executive Director has
concerns of this nature, they may provide a
written statement to the Chair for circulation.
The Board considers that its procedures to
approve actual and potential conflicts of interest,
to ensure that any related party transactions
involving Directors or their connected persons
are conducted on an arm’s length basis and
to provide a communications channel for
any unresolved concerns, are in place and
operating effectively.
Director independence
The Board considers that Alison Brittain was
independent on her appointment to the Board
and subsequently as Chair. All Non-Executive
Directors with the exception of Marion Sears,
are considered to be independent.
The Board has treated Marion Sears as a
non-independent Non-Executive Director since
September 2015 in view of her tenure of more
than nine years on the Board, and her
subsequent appointment as a Director of WA
Capital Limited in March 2016. WA Capital
Limited is a private limited company established
by Sir Will Adderley (the Deputy Chair, and major
shareholder) to act as a long-term holding
company for his beneficial interest in the
Company and various other investments. The
Board determined that this appointment does
not affect her judgement as a Non-Executive
Director of Dunelm, and that any potential
conflict of interest has been cleared on the basis
that WA Capital Limited and Sir Will Adderley
are parties to a Relationship Agreement, details
of which can be found in the Directors’ Report
on pages 115 and 116.
Re-election
In accordance with the UK Corporate
Governance Code, all Directors will stand for
re-election at the 2025 AGM.
Independent Non-Executive Directors will be
subject to a separate vote by shareholders
independent of the Adderley family as required
by the UK Listing Rules. Marion Sears will put
herself forward for reappointment at the AGM
by shareholders, independent of the Adderley
family, as well as under a full shareholder vote.
Time commitment
The Board recognises the importance of
individual members having sufficient time to
discharge their duties. On behalf of the Board,
the Nomination Committee reviews the time
commitment of the Chair and each Non-Executive
Director. The Board is satisfied that they each
commit sufficient time to their duties to
discharge their responsibilities effectively.
None of the Executive Directors hold any
non-executive board positions at a FTSE 100
company. Karen Witts is a non-executive
director of Ipsen Pharma SA which is listed
on Euronext Paris.
Please see pages 61 to 63 for each Director’s
biography, which includes details of their other
key commitments
Dunelm Group plc
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Governance framework continued
Induction and training
Upon joining the Board, each new Director is
offered a comprehensive and tailored induction
programme with visits to key sites and meetings
with the Executive Team, senior leadership and
other colleagues.
See page 76 for an overview of our most
recently appointed NED’s induction process
The Group General Counsel and Company
Secretary reports to the Board at each meeting
on any legal, regulatory and governance
developments that affect the Group and
actions are agreed where needed. Directors
attend seminars provided by independent
organisations which cover a wide range of
governance topics. As part of the annual
Board evaluation, any additional training or
development needs are addressed by the
Chair with each Director.
For details of the specific skills and
contribution of each Director see the Directors’
biographies on pages 61 to 63
Advice and insurance
All Directors have access to the advice and
services of the Group General Counsel and
Company Secretary. In addition, Directors may
seek legal advice at the Group’s expense if they
consider it necessary in connection with their
duties. The Group purchases Directors’ and
Officers’ liability insurance cover for its Directors
and officers.
Risk
The Board has overall responsibility for the
management of risk and for setting the risk
appetite. During the year, the Board conducted
a review of the Company’s principal risks and
approved the Group’s risk appetite.
See pages 36 to 43 for the risk management
framework and the Group’s principal risks
and uncertainties
Share buyback and Rule 9 waiver
Since the time of flotation of the Company, the
members of the Adderley family, including Bill
and Jean Adderley, Lady Nadine Adderley and
Sir Will Adderley, have been considered to be
acting in concert (‘a Concert Party’) for the
purposes of Rule 9 of the City Code on
Takeovers and Mergers (the ‘Takeover Code’).
At the date of this report, Sir Will Adderley is
beneficially interested in 26.17% of the issued
share capital of the Company, and the Concert
Party controls 37.10%. Bill and Jean are no longer
Directors of the Company or actively involved,
although Sir Will Adderley is a Director and
Deputy Chair.
We will again be requesting authority for the
Company to buy back shares at the AGM. In line
with standard market practice and to provide
flexibility on the return of surplus cash to
shareholders, the Directors consider it appropriate
to increase the maximum percentage of Ordinary
Shares that can be purchased under such
authority to 10% from the previous 2.5%.
Where Directors utilise the buyback authority to
satisfy future exercises of share options under
employee share schemes, the Company intends
to hold any Ordinary Shares that it purchases
pursuant to such authority as treasury shares for
re-issue to employees exercising their share
options, because the Board believes that this
gives the Company the ability to cost-effectively
fulfil share option entitlements.
The Board considers that purchasing shares in
the market to satisfy share option entitlements
(as opposed to issuing shares) remains appropriate;
we believe it is in the interests of our shareholder
base as a whole, and is supported by the
majority of our institutional shareholders.
In certain circumstances it might be in the best
interests of shareholders for Dunelm to purchase
its own shares. Any purchases would only be
made should the prevailing market conditions
make such purchases in the best interests of
shareholders generally.
If shareholders grant this authority, the
Company’s capital and dividend policy will be
updated accordingly.
As the Concert Party has an interest of above
30% of our share capital, and less than 50%,
in line with previous years we are asking
shareholders to approve a waiver of Rule 9 of the
Takeover Code. This waiver permits the
Company to exercise its authority to buy back
shares without triggering an obligation on the
Concert Party to make an offer to buy all the
shares in the Company.
We ask that shareholders support the waiver
in line with the Board’s recommendation,
notwithstanding any internal voting policy.
In this regard we confirm that:
• The present intention of exercising the
buyback authority is to allow the Company to
purchase shares in order to satisfy future share
option entitlements for colleagues, excluding
Sir Will Adderley. Given that it is expected that
shares bought by Dunelm in the market in such
circumstances will be reissued, then no
dilution or change of control should occur
either for the Concert Party or for other
shareholders. Any other purchases would only
be made should the prevailing market
conditions make such purchases in the best
interest of shareholders generally.
• Since 2012, Sir Will Adderley no longer
participates in the Long-Term Incentive Plan or
any other share-based incentive plan, and
therefore his shareholding will not increase
through that mechanism.
• Since flotation of the Company in 2006, the
Adderley family has reduced its holding (from
67% to 37.10% currently).
• There has been a Relationship Agreement in
place since flotation which provides
safeguards to other shareholders — for details
please see the Directors’ Report on pages 115
and 116.
Dunelm Group plc
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Nomination Committee report
On behalf of the Nomination Committee
(‘Committee’), I am pleased to present the
Nomination Committee report for the year
ended 28 June 2025.
In February 2025 we announced that Nick
Wilkinson would be retiring and stepping
down from the Board once his successor had
been appointed. As such, our main priority this
year has been the recruitment of our new CEO.
We were delighted to announce on 7 July 2025
the appointment of Clodagh (‘Clo’) Moriarty as
our new Chief Executive.
CEO search process
We announced on 11 February 2025 that
Nick Wilkinson had informed the Board of his
intention to step down as Chief Executive
and retire from full-time executive life. It was
agreed with Nick that he would remain in role
until his successor was appointed to enable
a smooth transition.
Further to this news, the Committee
commenced a formal recruitment process for
his successor, with the support of Spencer
Stuart who had completed a CEO mapping
exercise for the Committee at the beginning
of FY25, as part of the ongoing development
of our succession plans.
A formal and thorough process, which
considered both internal and external
candidates, was undertaken, resulting in the
appointment of Clo Moriarty, who will join the
Company and the Board on 1 October 2025.
Further details about the recruitment process
and Clo’s experience can be found on pages
60 and 63 respectively.
NED appointment
Following a number of Board changes during
the course of 2024, we commenced a search
for a new Non-Executive Director. Our focus
was core retail and product expertise and we
commenced the search with this in mind.
We were also mindful that at the end of the
calendar year, and as anticipated in last year’s
report, the Board fell below the FTSE Women
Leaders Review target to have at least 40%
female Board members. Our search culminated
in the appointment of Katharine Poulter to the
Board in May 2025.
Katharine brings extensive expertise in retail
with a broad, transferable skillset, developed
through experience at large and entrepreneurial
consumer-focused businesses in the UK and
internationally. More information about Katharine’s
recruitment process and her induction can be
found on page 76.
Diversity and inclusion
The diversity of our Board is on page 77, and
we have exceeded the target set in the UK
Listing Rules and Parker Review guidelines to
have at least one Board member from a minority
ethnic background. Similarly, we have exceeded
the requirement to have at least one senior
Board position held by a woman. As mentioned
above, for a few months of FY25 we fell below
40% female Board members, but had re-met this
target by our reference date of the financial year
end as required under the UK Listing Rules.
Furthermore, with the appointment of Clo
Moriarty as Chief Executive, from 1 October
2025 three of the four Listing Rule-referenced
senior positions on our Board will be held by
women and our Board will be split 50:50 from
a gender perspective.
Composition, succession
and evaluation
Alison Brittain
Chair of the Nomination
Committee
Committee membership
Alison Brittain (Committee Chair)
Sir Will Adderley
Ian Bull
Ajay Kavan
Katharine Poulter
Marion Sears
Vijay Talwar
Dan Taylor
See page 64 for meeting attendance
FY25 highlights/key activities
• Conducted a thorough recruitment process
for the appointment of a new CEO.
• Recommended the appointment of Clodagh
Moriarty as CEO.
• Recommended the appointment of Katharine
Poulter as NED.
• Reviewed Board composition and Director
independence.
• Continued focus on diversity and inclusion.
• Conducted an externally-facilitated Board
performance review.
FY26 focus/priorities
• Evolving our senior leadership succession plans.
• Implementing and tracking progress of actions
agreed from external Board evaluation.
• Internal Board effectiveness review.
Dunelm Group plc
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Nomination Committee report continued
Diversity and inclusion remain a central
and vital area of focus for the Committee.
We received a progress update against
commitments that management made during
the year including new initiatives. For more
details see page 77.
External Board evaluation
Each year we undertake a formal performance
review of the Board, its Committees and
individual Directors. This year we undertook an
external evaluation facilitated by Manchester
Square Partners. The review concluded that
the Board functions well and Board dynamics
are good, with trust, respect and openness
between all Directors. More information on the
process, recommended actions and progress
taken to address actions agreed from last
year’s internal effectiveness review can be
found on pages 78 and 79.
It has been a busy year and I would like to
thank the members of the Committee for their
continued support and commitment and, in
particular this year, their significant contribution
to the CEO recruitment process. Ensuring that
our new Chief Executive has the right skills,
experience and ambition to develop and
deliver our growth strategy in the years ahead
was critical. We were also strongly focused on
ensuring fit with our culture and upholding our
values, the importance of which is explained
further on pages 68 and 69.
I look forward to meeting shareholders at the
Annual General Meeting on 19 November 2025.
Alison Brittain
Chair of the Nomination Committee
9 September 2025
Committee composition and governance
The majority of the Committee was
independent throughout FY25 and it remains
so as at the date of this report. Its members
comprise six independent Non-Executive
Directors, the independent Chair of the
Board, one non-independent Non-Executive
Director
1
and the Board’s non-independent
Deputy Chair
2
.
See pages 64 and 72 for more information
on the independence of Directors
Only members of the Committee have the
right to attend Committee meetings. Other
individuals, such as the Chief Executive and
People and Stores Director, are invited to attend
all or part of the meetings as appropriate.
No Director attends that part of a meeting
during which his or her own position is
discussed. The Group General Counsel and
Company Secretary acts as secretary to the
Committee and attends all meetings.
In FY25, the Committee met formally on three
scheduled occasions. Four additional ad hoc
meetings were held to discuss and recommend
the appointment of our new Chief Executive
and new Non-Executive Director. The agenda
for each scheduled meeting is based on a
standing agenda for the financial year, which
is updated as appropriate.
1. Marion Sears is not considered independent due to the
length of her tenure and her role as a Director of WA
Capital Limited.
2. Sir Will Adderley is not considered independent as he is a
significant shareholder and due to the length of his tenure
and his role as Deputy Chair.
Role and principal duties
The Nomination Committee is responsible for
leading the process for Board appointments,
ensuring appropriate succession plans are
in place, and overseeing the development
of a diverse talent pipeline. Its principal
duties include:
• reviewing the structure, size and composition
(including the skills, knowledge, experience
and diversity) of the Board, ensuring it remains
effective and suited to the Company’s
strategic priorities;
• ensuring plans are in place for an orderly
succession to Board, Executive Team and
senior leadership positions and overseeing
the development of a diverse pipeline
for succession;
• keeping under review the leadership needs
of the business with a view to ensuring its
continued ability to compete effectively in
the marketplace;
• identifying and nominating for the approval
of the Board, candidates to fill Board
vacancies as and when they arise;
• leading a rigorous and transparent process
for Board appointments; and
• keeping under review demands on
Directors’ time.
The Committee’s full terms of reference can
be found at: corporate.dunelm.com
This year we undertook
an external Board
evaluation… the review
concluded that the
Board functions well
and Board dynamics are
good, with trust, respect
and openness between
all Directors.
Dunelm Group plc
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Nomination Committee report continued
Executive Director succession
During the first half of the year, the Committee
reviewed and refreshed succession plans.
This included a new CEO market mapping
exercise, which spanned different sectors,
experience and backgrounds, with a clear focus
on diversity. It provided an opportunity for the
Committee to consider skillsets of potential
internal and external candidates against the
Group’s growth plans and strategic initiatives.
The work undertaken on succession planning
proved invaluable in developing the new CEO
role profile and working through the long and
shortlists of candidates in the second half of the
year, following Nick’s notification to the Board of
his intended retirement. For details of the CEO
recruitment process see page 60.
Senior leadership succession
In FY25, the Committee reviewed the
composition, skills and areas for development
for each member of the Executive Team. The
Committee considered how their respective
succession plans are being managed and
discussed how the organisational structure
should develop in terms of capability and
capacity to best deliver our growth ambitions.
An update was also provided on our progress
in building capability and succession at the
level below the Executive Team (the ‘DLT’) by
means of our established ‘Know, Grow, Flow’
talent approach. It was noted that succession
plans have now been implemented for all
DLT roles, with consideration given to the
advantages of promoting internally balanced
with the need to refresh and bring in new talent
and skills in some areas.
Induction process for our new NED
Each new Board Director receives a full and
tailored induction, led by the Chair and Group
General Counsel and Company Secretary.
Katharine Poulter joined just before our annual
May strategy day, providing her with insight
ahead of her more formal induction which
followed thereafter. The induction included
an overview of the Board and its annual
programme of meetings from the Chair,
discussions with each Committee Chair on how
the Committees operate and their respective
key focus areas, the Chief Executive on strategy
and ‘Good & Circular’ and the CFO in relation to
the Group’s financial performance and future
plans. Katharine also met with the other
Directors who provided their own perspectives
on the Company, its risks and opportunities, and
with the Group General Counsel and Company
Secretary, who provided an overview of the
governance framework and corporate structure.
After meeting the CEO and CFO, Katharine
met with the rest of the Executive Team and
members of the senior leadership team, which
provided her with an introduction to the
management structure and business operations.
The final part of her induction involved store and
site visits, attending a National Colleague Voice
meeting and meeting key external advisers,
including the external auditors.
NED succession — review of skills,
experience and knowledge
During the year the Committee undertook a
detailed skills review, utilising the framework
introduced in 2023 for considering each
Director’s skills and experience.
The Committee considered the impact of recent
Board departures from a skills perspective,
alongside other areas where additional
experience might be beneficial in light of the
Group’s strategic aims and ambition. The same
framework was used to review how Directors
identify from a gender and ethnicity perspective.
This was then used to guide the search brief for
recruiting Katharine Poulter, who was appointed
in May 2025.
Non-Executive Director appointment process
We follow a well-established process for Board appointments as set out below, adapted where necessary to account for specific skills required and
circumstances. In the most recent appointment process the search criteria focused on core product and retail expertise. An initial search conducted in
Spring 2024 was considered unsuccessful, with a revised process commencing in November 2024.
Stage 1
Nov 2024
Stage 2 Stage 3 Stage 4 Stage 5 Stage 6
May 2025
Audeliss Executive
Search engaged to
support the process and
conduct the search.
Detailed role and person
specification drawn up
and approved by the
Committee, with
Audeliss asked to ensure
a diverse longlist.
Longlist of potential
candidates presented
and discussed by the
Committee, following
which a shortlist was
determined.
Shortlisted candidates
met with the Chair,
Deputy Chair and Marion
Sears, following which
the preferred candidate
met with all other
Board members.
References taken,
alongside reputational
checks. Other
commitments assessed
to ensure that the
candidate had sufficient
time to dedicate to
Board member duties.
Recommendation made
to the Board for approval
and announcement
issued on 6 May 2025
that Katharine Poulter
would join the Board,
and be appointed to the
Audit and Risk,
Nomination and
Remuneration
Committees.
Dunelm Group plc
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Nomination Committee report continued
In addition, the Committee receives updates on
our approach to recruitment at all levels of the
business as part of its oversight of colleague
policies and practices. It continues to require
that specific effort is made to bring forward
diverse candidates for senior leadership and
Board appointments and monitors the Group’s
approach to people development to ensure that
it continues to enable talented individuals,
regardless of gender, marital status, sexual
orientation, disability, race, religion, colour,
nationality, ethnic origin, or age to enjoy career
progression within Dunelm.
Board
At a Board level, the UK Listing Rules prescribe
diversity targets. As at 28 June 2025, these were
met as follows:
Target Compliance
At least 40% of the
Board are women.
40% of our Board
were women.
At least one of the
senior Board positions
is held by a woman.
Alison Brittain is Chair
and Karen Witts is
CFO.
At least one member
of the Board is from a
minority ethnic
background.
Vijay Talwar joined the
Board in October
2021 and Ajay Kavan
joined the Board in
March 2024.
Group
We have strong representation of women at a
senior leadership level. As at 28 June 2025, 56%
of our Executive Team (FY24: 50%) and 47% of
our senior leadership
2
roles (FY24: 38%) were
held by women. Dunelm published its eighth
Gender Pay report in April 2025 and an overview
is provided in our Sustainability Report 2025.
Both documents are available to download at
corporate.dunelm.com.
Following the recommendation of the Parker
Review to set targets for ethnic minority
representation across senior management
teams, we have set an ethnic diversity target of
8% of our senior leadership
2
to achieve by FY27.
This sits alongside the ethnic diversity target of
8% of role-model leaders
3
by the end of FY26
that was included in the FY24 LTIP grant
(see page 116 of the 2023 Annual Report and
Accounts for more details) and a similar target
of 7% of role-model leaders that was included
in the FY25 bonus targets (see page 93 of this
Annual Report for more details). At year-end,
ethnic minority representation was 2.9%
(FY24: 2.9%) for the senior leadership and 6.5%
(FY24: 5.5%) for role-model leaders.
Our annual statement on Board diversity targets
can be found on page 117.
FY25 initiatives and progress
The Committee was updated during the year
on the ongoing work to link our diversity and
inclusion aims to initiatives within the business
and to our values, purpose and strategy. We
continue to collect data to inform our plans and
to review and track from a pay gap perspective.
This data is also being used to provide stores
with a picture of the demographic of their team
compared to their local community, with the aim
of further developing a sense of belonging,
understanding and engagement.
Other key initiatives have included the launch of
our second Reach Ethnicity Talent Programme,
designed to support colleagues from
underrepresented ethnic groups as they
develop their careers at Dunelm. Further focus
on our approach to recruitment has included
building our apprenticeship programmes to
break down barriers to getting into the
workplace and aiding social mobility, and our
‘Women in Tech’ development programme
which provided one to one coaching to build
confidence, career planning, resilience and
leadership skills.
More information on our work in this area can
be found in our Sustainability Report 2025
Our equality and diversity policy can be found
at: corporate.dunelm.com
Diversity and Inclusion
Policy
Our overriding aim is to ensure that the Board,
its Committees and the Company comprise
outstanding people and teams who can lead the
business effectively in a manner aligned to our
purpose, shared values and strategy. We believe
that the Group’s best interests are served by
ensuring that our colleagues represent a range
of skills, experiences, backgrounds and
perspectives. This is encapsulated in our
’stronger together’ shared value.
To achieve this aim, we remain focused on three
broad principles:
• refining the way we recruit;
• identifying, supporting and mentoring
existing diverse talent in the business; and
• increasing diversity amongst senior
appointments as they are made, including to
our Board and each of its Committees.
In line with this approach, the Committee is
committed to ensuring that the Board is at least
40% female
1
, that at least one of the Chair, Senior
Independent Director, CEO and CFO positions
is held by a woman and at least one Board
Director is from an ethnically diverse background.
1. For a few months during the year we fell below the target of
40% women on our Board but this target was re-met with the
appointment of Katharine Poulter.
2. ‘Senior leadership’ for these purposes means our Executive
Team (including Executive Directors) and members of our
Dunelm leadership team).
3. ‘Role-model leaders’ is a wider definition than ‘senior
management’ to reflect leadership roles more broadly.
It includes ‘Heads of’ roles and regional and store coaches in
the UK, but at present does not include the Republic of Ireland.
Dunelm Group plc
Annual Report and Accounts 2025
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77

Nomination Committee report continued
Assessing Board effectiveness
An evaluation of the Board, its Committees and
Directors is carried out each year. The review
helps to identify areas for improvement, informs
training plans and identifies areas of knowledge,
expertise or diversity to be considered in our
succession plans. The Chair engages with each
individual Director during the year on their
performance and contribution and the Senior
Independent Director and Deputy Chair review
the performance of the Chair. The Committee
reviews the time commitment of the Chair and
each Non-Executive Director during the year
as appropriate.
The Board and Committees evaluation last year
was conducted internally, and details of the
process can be found on page 78 of the FY24
Annual Report and Accounts. Progress against
the recommendations from last year’s review are
set out in the table to the right.
Progress against FY24 evaluation recommendations
Year 2
Theme Outcome and recommendations Actions implemented in FY25
Board size and composition • Acknowledgement that the Board is going
through a period of change.
• Gender balance is a consideration in light
of recent and forthcoming changes.
• Continue to focus on succession plans.
• Continued focus on succession planning,
culminating in the appointment of new CEO.
• Appointment of Katharine Poulter as
independent Non-Executive Director.
Monitoring of culture and behaviours • Further reflect on how we assess and
monitor culture, how our desired culture
has been embedded and how we will
continue to align behaviours with our
purpose, values and strategy.
• People updates to the Board include
engagement and inclusion initiatives.
The Board also received updates on how we
celebrated milestones during the year, such
as our annual long-service afternoon tea and
200th store celebrations.
• Approach to monitoring to be reviewed with
a deepdive planned in forthcoming year.
Stakeholder engagement • Develop an even deeper understanding of
key stakeholders.
• Investor roadshow and conference feedback
presented at Board meetings.
ESG-related risks and opportunities • Noted to still be a maturing area, with a
need to continue to develop and maintain
clarity of plans and reporting.
• Presentations to the Board on the evolution
of our plans, targets and reporting, including
how we continue to listen and learn.
Testing the Company’s strategy • Include key topics raised by the Board at
the Strategy Day in May on the agenda for
the forthcoming year.
• Request for deeper understanding of how
leveraging technology will continue to drive
our growth.
• Standing agenda items reviewed and all key
topics addressed over the course of FY25.
• Technology deepdives and roadmap
presented and discussed during the year,
including at the May strategy day.
Board performance review cycle: The process
Year 1
2023 Internal review
See our 2024 ARA
Year 2
2024 Internal review
See below for progress
Year 3
2025 External review
See page 81 for outcome
Dunelm Group plc
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Nomination Committee report continued
FY25 external Board evaluation
Process
This year the Board performance evaluation
was externally facilitated. To identify a suitable
partner, recommendations were sought from
our Non-Executive Directors and professional
networks. After reviewing proposals from four
companies and meeting with each of them, Elaine
Sullivan from Manchester Square Partners was
appointed to carry out the review. Elaine has no
previous connection with the Company, although
she has previously worked with some members
of the Board in their capacity as a Director of
another Company undergoing a similar process.
A framework for the review was developed and
discussed with the Chair to ensure that the
objectives of the exercise would be met. This
was then evolved into a set of questions to frame
the individual discussions with each participant,
as well as shape the final report.
Outcome
The evaluation process concluded that overall
the Board functions well, and Board dynamics are
good, with trust, respect and openness between
all Directors, and alignment around the immediate
strategic and operational priorities. The effectiveness
of each Committee was also considered as part
of the review, which concluded that each
Committee continues to operate effectively.
In particular, the review recognised that there
is a breadth and depth of complementary skills
and experiences around the Board table with
good diversity of insight, thinking, gender and
ethnicity. It was noted that Directors are invested
in the business and its success. There is clarity
and alignment that the role of the Board over
the coming few years is to continue to ensure
good oversight of strategy, execution, talent,
culture and governance with increased emphasis
in the short term on strategic direction.
The key areas for ongoing focus are set out in the table below.
External Board evaluation process
Stage 1
March 2025
Stage 2 Stage 3 Stage 4 Stage 5 Stage 6
September 2025
Elaine Sullivan of
Manchester Square
Partners appointed to
facilitate the Board
evaluation.
Assessed Board
meeting packs and
met the Chair for an
initial briefing session
to familiarise with the
Group and Board and
develop a framework
for the review.
Met with each
Director and the
Company Secretary
individually.
Observed Board and
Committee meetings.
Provided a draft
report to the Chair,
which was also then
shared with the
Deputy Chair, Senior
Independent Director
and Company
Secretary.
Presented the final
report to the Board
for discussion, with
outcomes agreed.
FY25 Board performance review findings
Year 3
Key focus areas Commentary
Strategy for growth • Transitioning to a new CEO considered a good catalyst to further review the Company’s strategic ambitions
while ensuring continued delivery performance.
• Remain ready to evolve emphasis and dynamics as the market, technology, business and Executive
Team develop.
• Continue to seek a deeper customer understanding and focus on customer in the business.
Talent, capability and culture • Strong and clear desire to support the new CEO, with recognition of the need also to support the leadership
team through the upcoming transition.
• Retain focus on having the right talent and capabilities within the senior leadership team, and succession
plans, to continue to drive growth, noting that as growth opportunities continue to be explored, capacity and
capability may need to be added.
• Maintain the Company’s culture and shared values, and discuss where the culture may need to evolve,
how best to achieve this and monitor progress.
Further build as a team • Board dynamics are good and there is an open and constructive relationship with the Executive Directors.
Consider additional offsites, site visits and events for the Board itself, with the Executive Team and with rising
talent to continue to build relationships.
• Consider whether the Executive Team could leverage the Non-Executive Directors more for insight and advice,
which would further build relationships and facilitate even more open and robust debate in the Boardroom.
Dunelm Group plc
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79

Audit and Risk Committee report
On behalf of the Audit and Risk Committee
(‘Committee’) I am pleased to present the
Audit and Risk Committee report for the year
ended 28 June 2025. This report provides an
overview of the Committee’s main activities
during FY25, and priorities for FY26.
Consideration of significant issues
and judgements
The Committee has reviewed and
constructively challenged the accounting
methodologies, judgements and disclosures
set out in papers prepared by management
during the year. It has determined their
appropriateness and assessed for consistency,
with input from PwC, our external auditors.
Our review of key judgements and financial
reporting matters included inventory
provisions, store impairment assessments,
acquisition accounting, deferred tax and going
concern considerations.
Further details of this work are described on
page 82 of this report
Fair, balanced and understandable
On behalf of the Board, the Committee
undertook a review of whether the FY25
Annual Report and Accounts, taken as a whole,
is fair, balanced and understandable and
provides the necessary information to
shareholders to assess the Group’s position
and performance, business model and
strategy. We concluded that it is and does, and
this is described in more detail on pages 82
and 83.
Corporate, sustainability and
financial reporting
We remain cognisant of upcoming changes
to reporting requirements and during the year
reviewed management’s proposed approach
to the revised Provision 29 of the 2024 UK
Corporate Governance Code. The new
provision will require the Board to make a
declaration in the FY27 Annual Report and
Accounts as to the effectiveness of our material
internal controls. In addition, the Committee has
discussed the presentational impact of IFRS18
from FY28 and the preparatory work that is
underway to meet this new requirement.
For more details see pages 83 and 84
The Committee has also monitored the ongoing
development of management’s approach to
sustainability reporting, both in respect of
current requirements and future disclosure
obligations such as the UK Sustainability
Reporting Requirements. The Company’s ESG
reporting team has continued to refine and
streamline our processes and modelling around
sustainability disclosures with progress in the
year including a re-baseline of Scope 1
emissions and progress towards replacing
spend-based data for Scope 3 purchased
goods. As last year, we can confirm that we are
reporting on all areas of the Task Force on
Climate-related Financial Disclosures (TCFD)
framework. The report can be found on pages
44 to 52.
Audit, risk and
internal control
Ian Bull
Chair of the Audit and
Risk Committee
Committee membership
Ian Bull (Committee Chair)
Ajay Kavan
Katharine Poulter
Vijay Talwar
Dan Taylor
See page 64 for meeting attendance
FY25 highlights/key activities
• Reviewed and challenged financial
judgements made during the year.
• Reviewed Annual Report to confirm that it was
fair, balanced and understandable.
• Monitored adequacy of internal controls
framework and its effectiveness.
• Approved FY25 internal audit plan and
oversaw successful move to co-source model.
• Increased focus on cyber security including
completion of external cyber maturity review.
• Received updates on work underway to
comply with Provision 29 of the Corporate
Governance Code 2024 (applicable FY27).
FY26 priorities
• Oversee work to meet the requirements of the
Corporate Governance Code 2024.
• Continued focus on cyber security and
business continuity.
• Monitor ongoing integration of controls
systems across the Group.
• Support delivery of FY26 internal audit plan.
• Monitor proposed changes in regulatory
reporting requirements.
Dunelm Group plc
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80

Audit and Risk Committee report continued
Risk management, internal controls and
internal audit
During the year, the Committee received regular
updates on work to further improve and
strengthen our risk management processes and
internal control environment. The Executive-led
Risk and Resilience Committee continues to
evolve and provide clearer accountability,
increased visibility and challenge on higher risk
aspects of the Group’s operations for both
management and the Committee.
See page 36 for more information about our
Risk and Resilience Committee
A specific area of focus this year has been cyber
security. The Committee has spent a significant
amount of time discussing lessons learnt from
incidents affecting other businesses, as well as
our own approach to security, business
continuity and crisis management with our Chief
Technology and Information Officer and Head
of Cyber Security.
The Committee concluded the year by
confirming the effectiveness of our internal audit
function. This marked the successful completion
of the first year of internal audit managed
in-house by our Head of Internal Audit and
supported by a co-sourcing arrangement with
KPMG. Eleven internal audits were completed
during the year, covering areas such as regulated
credit, IT business resilience and cyber maturity.
More detail can be found on page 86.
Committee effectiveness
This year the Committee’s annual effectiveness
review was undertaken as part of the external
Board evaluation. I am pleased to note that the
review confirmed that the Committee
continues to operate effectively.
Further information on the process and its
outcomes is set out on page 79
Minimum Audit Standard
The Committee has complied with the FRC’s
Minimum Standard. This report includes
examples of the activities the Committee has
undertaken to demonstrate our compliance,
such as overseeing the external audit process,
and focusing on auditor independence, audit
quality and effective challenge.
Engagement
The Committee has been pleased with the
high level of engagement throughout the year,
including with senior colleagues, and our
external auditors, PwC, to ensure our
processes and controls remain robust.
It has again been a busy year, and I would like
to take this opportunity to recognise the
valuable input and support provided by
members of the Committee, Executive Team
and senior leadership and thank them for their
constructive engagement. I would be happy
to answer any shareholder questions on the
activities of the Committee at the AGM.
Ian Bull
Chair of the Audit and Risk Committee
9 September 2025
Committee composition and governance
The Committee comprises solely independent
Non-Executive Directors and did so
throughout FY25. The Board is satisfied that
they demonstrate a breadth of knowledge and
experience, including sector expertise, to
enable the Committee to fulfil its duties. Ian
Bull is considered by the Board to have recent
and relevant financial experience and to be
competent in auditing and accounting. Ian,
who has chaired the Committee since joining
the Board in 2019, is a Fellow of the Chartered
Institute of Management Accountants with
over 30 years’ business and financial
experience in leading consumer-facing
businesses. Vijay Talwar, who joined the
Committee in October 2021 and is a former
Certified Public Accountant, provides further
depth to the financial and technical skills of
the Committee.
Only members of the Committee have the
right to attend meetings. Other Board
Directors, as well as the Group Finance
Director, Head of Internal Audit, Chief
Technology and Information Officer, Head of
Cyber Security and PwC, our external auditors,
are invited to attend, as appropriate. The
Group General Counsel and Company
Secretary acts as secretary to the Committee
and attends all meetings.
The Committee met four times in FY25. It has
also met once since the end of the financial
year prior to the signing of this Annual Report.
Meetings are generally scheduled in line with
key times in the Company’s financial reporting
calendar. The Committee maintains a rolling
calendar of items for consideration at each
meeting and reviews and updates it regularly.
The external auditors and the Head of Internal
Audit are provided with the opportunity at
each meeting to discuss matters without the
presence of management, and the Committee
Chair meets regularly with the external audit
partner and Head of Internal Audit outside
of meetings.
Role and principal duties
The Committee’s role is to support the Board
in fulfilling its corporate governance and
reporting obligations as to the effectiveness of
our risk management systems, internal controls,
and financial reporting. Its principal duties
include monitoring, reviewing and challenging:
• the integrity of the Group’s financial
statements and public announcements
relating to financial performance;
• key accounting policies and judgements;
• the effectiveness of internal controls and
process for identifying and managing risk;
• statements concerning internal control, risk
management (including assessment of
principal risks), and the viability statement
and approving them for inclusion in the
annual report;
• the internal audit plan and the role and
effectiveness of the internal audit function
and, ensuring its ability to exercise
independent judgement; and
• the relationship with the external auditors,
its reports, effectiveness and independence.
The Committee’s full terms of reference can
be found at: corporate.dunelm.com
Dunelm Group plc
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Audit and Risk Committee report continued
Key judgements and financial
reporting matters
An important aspect of the Committee’s work
is monitoring the integrity of the annual and
interim reports, including a review of the
significant financial reporting matters and
judgements contained in them prior to
recommending them to the Board for approval.
Key accounting judgements relating to the
financial statements considered by the Committee
during the year under review are set out below.
Provisions for inventory
The Committee discussed the approach taken
by management to provisions for inventory.
It noted that there continues to be a high level
of consistency in the methodology applied by
management. Furthermore, the business has
continued to adapt its mechanical approach
in line with the external auditor’s previous
comments and recommendations, with a view
to enhance the model and has focused on
reporting and data quality during the year to
drive further improvements.
Particular attention was given to reviewing
the provision for obsolete, slow-moving or
discontinued inventories including the utilisation
of provisions reported in prior periods. The
external auditors challenged management’s
assumptions on what they deemed to be the
‘at risk’ inventory lines and corroborated this
position with the commercial team.
Following discussion, the Committee
concurred with management’s conclusions that
the values recorded in the financial statements
are appropriate.
Store impairment assessment
The Committee received updates on
management’s assessment of impairment
triggers as required under IFRS. It was satisfied
that appropriate impairments and reversals of
assets have been recognised. The external
auditor confirmed that management’s process
for identifying impairment triggers was
consistent with previous periods.
Other accounting matters
The Committee considered the treatment
of acquisitions during the year. The external
auditors confirmed that they had tested the
approach taken by management, with no
concerns identified.
The Committee also discussed guidance and
emerging practice in relation to the Extended
Producer Responsibility, which means
businesses placing packaging on the UK market
are now financially responsible for managing
that packaging once it becomes waste.
The Committee noted that there is no material
change in deferred tax assets, and the Group
has no uncertain tax provisions.
Going concern and viability statement
The Directors must determine that the
business has adequate resources to continue
in operational existence and can continue to
adopt the ‘going concern’ basis of accounting.
Furthermore, the Directors are required to make
a statement in this Annual Report and Accounts
as to the longer-term viability of the Company.
The Committee conducted an assessment
based on the Group’s current financial position,
its strategy, the market outlook and its principal
risks. It also considered the Group’s available
facilities, including the £250m revolving credit
facility, which was extended post year-end to
September 2029. The Committee reviewed
financial models (including downside scenarios
over a three-year period and a reverse stress
test), taking time to understand and challenge,
where necessary, significant judgements and
assumptions in the modelling, the reverse stress
test model and covenant and liquidity headroom.
The Committee also evaluated management’s
work in conducting a robust assessment of
the Company’s longer-term viability. It affirmed
the reasonableness of the assumptions and
considered the continued appropriateness of
a viability period of three financial years.
Further to this, the Directors were able to
conclude that it is appropriate to prepare the
financial statements on a going concern basis.
See page 57 for going concern and viability
statements
Fair, balanced and understandable
At the request of the Board, the Committee
considered whether the Annual Report and
Accounts 2025, taken as a whole, is fair, balanced
and understandable, and provides the
information necessary for shareholders to assess
the Company’s position and performance,
business model and strategy.
To form its opinion, the Committee reviewed
the financial statements set out in the Company’s
annual and interim results and reflected on the
information and reporting received from
management and the external auditors and
the discussions that took place during the year.
In carrying out its review, the Committee had
regard to the following:
Fairness and balance
• Is the report open and honest with the whole
story presented and difficulties/challenges
presented alongside successes/opportunities?
• Is the review of business performance in the
narrative reporting consistent with that used
for the financial reporting in the financial
statements?
• Do we provide clear explanations of our
KPIs and is there strong linkage between
our KPIs and our strategy? Are the KPIs
disclosed at an appropriate level based
on the financial reporting?
• Do we show our progress over time and is
there consistency in our metrics, KPIs and
measurements?
• How do the key judgements identified
compare with the risks that PwC plans to
include in its report?
Dunelm Group plc
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Audit and Risk Committee report continued
Understandable
• Do we explain our business model, strategy
and accounting policies simply, using precise
and clear language?
• Do we have a consistent tone across the
Report & Accounts?
• Are the important messages highlighted
appropriately throughout the document?
• Are we clearly ‘signposting’ to where
additional information can be found?
• Is the layout clear with good linkage
throughout in a manner that reflects the
whole story?
The Board considered the recommendations
of the Committee and concluded that, taken
as a whole, the Annual Report and Accounts
2025 is fair, balanced and understandable.
The Board further believes that the Annual
Report and Accounts 2025 provides sufficient
clarity for shareholders to adequately assess
our business model, strategy, financial position
and performance.
Year end review process
The Committee noted the robust year end
governance processes that are performed in
parallel with the formal process undertaken
by the external auditors, as set out on the right.
The ongoing improvements arising from
compliance automation, prior year’s introduction
of Blackline and use of dashboards was noted.
Sustainability reporting
The Committee seeks assurance from
management that the effects and consequences
of climate change are being adequately
reflected in our financial statements and
valuations, we are applying appropriate
standards and rigour when reporting progress
against our Greenhouse Gas (GHG) reduction
commitments and are fulfilling our mandatory
disclosure obligations.
Throughout FY25 our internal ESG reporting
team has continued to refine and streamline
our GHG Reporting and TCFD processes.
This dedicated team supports the various
sustainability-related workstreams across the
business and ensures ongoing efficiency and
clarity of reporting for disclosure purposes.
FY25 Scope 1 and Scope 2 emissions are
activity-based whilst Scope 3 emissions are
primarily calculated on a spend-based basis.
This is consistent with our baseline and in full
compliance with the TCFD recommendations.
All GHG measurement and reporting is in line
with the GHG Protocol. Progress has been made
in efforts to transition away from a spend-based
approach for emissions from purchased goods,
but further system changes are needed, and
there is a key dependency on suppliers, which
means that we have not yet been able to deliver
a scalable reporting foundation for product
carbon footprinting. This work continues
into FY26.
See pages 44 to 52 for more detailed
information about TCFD and GHG reporting
Year end review process
March
2025
April—August
2025
August
2025
August
2025
July—September
2025
Discussions begin with
Executive Directors on
progress, developments
and key messaging for
the year.
Work commences with
external advisers on
how best to present
information in a clear and
understandable way.
Project management
undertaken by team
including the Group
General Counsel &
Company Secretary,
Head of FP&A and Investor
Relations, Director of
Communications and
Group Finance Director,
overseen by the CFO.
Wider team reminded
of ‘fair, balanced and
understandable’
requirements.
Internal verification
conducted by the finance
team of non-financial
factual statements, key
performance indicators
and descriptions used
within the narrative.
Introduced in FY25, an
additional layer of
assurance will be provided
by the internal audit team
reviewing selected
material non-financial
metrics.
Engagement with, and
feedback from, external
parties (including
remuneration advisers
and the external auditors)
to enhance the quality
of reporting.
Engagement with senior
management on proposed
content and changes.
Opportunities for the
Committee to challenge
management and the
external auditors on the
process and content of the
report before the report is
recommended to the
Board for approval.
Process to ensure that any
unfavourable outcomes
have been duly
highlighted.
Dunelm Group plc
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83

Audit and Risk Committee report continued
The Committee is aware that as our understanding
and processes continue to evolve, there is a
need to enable ongoing data consistency and
meaningful comparisons. Following the
introduction last year of a baseline recalculation
policy, during FY25 the Committee determined
it was appropriate to restate the Scope 1
baseline following a change in the financial
ownership model of certain fleet vehicles.
The Committee will continue to monitor the
Company’s progress against forthcoming
sustainability-related disclosure requirements,
such as the UK Sustainability Reporting Standards
(currently anticipated to come into effect in
FY28), and consider further developments in
best practice, seeking training/guidance when
required, to ensure that it continues to effectively
oversee our reporting in this area. To support the
Committee in its oversight, during the year
management presented a progressive assurance
plan around processes, governance and data for
our material ESG-related measures.
Corporate and financial reporting
developments
The Committee has considered the impact
of key findings from the FRC’s thematic reviews
of corporate reporting issued during the year,
alongside other relevant matters affecting
corporate reporting. The Committee has also
reviewed changes to accounting standards and
interpretations, both those adopted during the
year and future changes for FY26 and beyond.
The Committee is satisfied that the required
changes have been adopted as appropriate
and that none have had a material impact on
the Company during the period reported.
However, the Committee is aware that IFRS18
1
will introduce significant presentation changes
that will start to impact from FY28. In preparation,
management has established a project team to
focus on this matter and commenced a detailed
analysis of the impact.
During the year management presented an
overview of the framework developed to
support Dunelm’s compliance with Provision 29
of the UK Corporate Governance Code, which
will apply to the Company in respect of FY27
onwards. To ensure a robust attestation process
management has worked closely with control
owners to clearly define both the controls and
their respective ownership and agree a practical
approach to assessment aligned with the
business and its operations. The framework
is designed not only to meet regulatory
expectations but also to enhance our overall
understanding of risk management, helping
to embed a more mature and transparent
risk culture.
Preparation will continue during FY26, and the
internal audit team will provide assurance over
the programme, ensuring strong governance
and integrity in both the design and delivery.
External auditors
The Committee is responsible for overseeing
the relationship with the external auditors,
including recommending to the Board their
appointment, reappointment and removal,
assessing their independence on an ongoing
basis, and approving the statutory audit fees.
Tenure
PwC have been the Group’s external auditors
since 2014. They were reappointed at the
Company’s 2023 AGM following a formal tender
process. Gill Hinks has been the lead audit
partner since FY24.
The Committee recommended, and the Board
intends to propose, the reappointment of PwC
as the Company’s auditors for FY26. It believes
the independence and objectivity of the external
auditors and the effectiveness of the audit
process are safeguarded and remain strong.
The Committee considers that the Company
has complied with the Competition and Markets
Authority’s Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 for
the financial year under review. There are no
contractual obligations that restrict the
Committee’s choice of external auditors.
The external audit
PwC is engaged to express an opinion on
the financial statements. It reviews the data
contained in the financial statements, discusses
with management the reporting of results and
the financial position of the Company and
presents its findings to the Committee. Where it
makes recommendations in its reports to the
Committee, the Committee reviews them and
agrees with management the manner and
extent to which they should be implemented.
None of the Directors in office at the date of this
report is aware of any relevant information that
has not been made available to PwC and each
Director has taken steps to be aware of all such
information and to ensure it is available to PwC.
PwC did not report any significant deficiencies
in controls nor did it disagree with any of the
Group’s accounting judgements and estimates
in relation to FY25. PwC’s audit report is
published on pages 121 to 126.
Fees paid to PwC for its FY25 audit work were
£395,480 (2024: £359,000).
Audit quality and auditor effectiveness
The Committee is responsible for ensuring audit
quality is maintained, and reviews and challenges
PwC’s proposed external audit plan, including its
scope and materiality, before approval.
1. IFRS18 is a new accounting standard issued by the International
Accounting Standards Board and will replace IAS1 Presentation
of Financial Statements for annual reporting periods beginning
on or after 1 January 2027.
Dunelm Group plc
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Audit and Risk Committee report continued
It is also the Committee’s responsibility to assess
the effectiveness and independence of the
external audit process. The assessment is
conducted in accordance with a process agreed
with the Committee. It involves seeking the views
of the Committee, as well as those of colleagues
who have regular interactions with the external
auditors and considering them alongside both
the five Audit Quality Indicators which have been
developed with PwC and are measured and
tracked annually and the FRC’s Audit Quality
Inspection and Supervision Report.
The Committee was provided with a summary
of the responses received in respect of the FY24
audit to assist with its considerations. Feedback
was positive, consistent with previous years and
no material concerns were raised. Whilst the
desire to find ways to make year-end processes
even more efficient remains, the Committee
noted that there is a good relationship with PwC
and the respective teams work well together,
with a good and robust level of challenge.
Having conducted its review and also
considered the quality of interactions during the
year, the Committee concluded that PwC had
applied appropriately robust challenge and
professional scepticism throughout the audit to
demonstrate independence, that it possessed
the skills and experience required to fulfil its
duties effectively and efficiently, and that the
audit was effective.
The Committee will formally assess PwC’s
performance in relation to the FY25 audit
following its completion. This assessment will
also include review of the aforementioned Audit
Quality Indicators to ensure that they remain
appropriate in assisting the Committee in its
review of the quality of the audit going forwards.
Safeguarding auditor independence
and objectivity
The Committee recognises the importance of
ensuring that the independence and objectivity
of the external auditors is not impaired through
the provision of non-audit services. We have in
place robust policies on the use of auditors for
non-audit work and the recruitment of former
employees of the external auditors, which were
reviewed during the year and approved by the
Committee post year-end. The policies which
are available at corporate.dunelm.com include
the following:
• fees for non-audit services provided by the
statutory auditor in any year may not exceed
70% of the average fees for the Group
statutory audit in the three previous years;
• the external auditors can only provide
permitted non-audit services as defined in
Section B of the Ethical Standard such as
services required by statute or regulation and
other audit or assurance services;
• the external auditors may not be engaged to
provide any non-audit services without the
approval of the Committee; and
• time restrictions on employees of the
external auditors involved in our audit joining
the Company.
During the period PwC received £53,000 (2024:
£50,000) for their review of the interim financial
statements, £5,850 for viewpoint licences and
£8,000 for turnover certificates (which are
non-audit services). This was 14.46% of the total
audit fees, and the three-year average is 13.01%.
No other non-audit services were provided by
the external auditors.
The Committee can confirm that the policies
referred to above were complied with throughout
the year with no issues raised and, in its opinion,
the external auditors remain independent.
Risk management and internal controls
Risk management
Whilst the Board has overall responsibility for risk
management, it delegates to the Committee
responsibility for assessing the effectiveness of
systems to identify, assess, manage and monitor
financial and non-financial risks. The Committee
considers that the processes in place to manage
risk by the Board and management are robust
and working effectively. For details on our overall
approach to risk management see page 36.
During the year, the Committee undertook
the following risk management and assurance
activities, which enabled it to maintain oversight
and discuss risks and challenges faced by
the Company:
• reviewed principal risks, associated assurance
maps and the Company’s formal risk appetite
statement ahead of submission to the Board
for approval (for more information see pages
38 to 43);
• considered and challenged management’s
key risk indicators to ensure they remain
appropriate and monitored performance
against them;
• received regular reports and updates on the
activities of the Risk and Resilience Committee;
• received reports from management on
developments and improvements to the
control environment during the year;
• reviewed internal and external audit reports
and progress on delivering management
actions;
• received updates on data protection, credit,
anti-bribery, payment practices, tax and
material litigation;
• approved the annual fraud risk assessment
and considered improvements to fraud
monitoring and the actions taken by
management to mitigate;
• received updates on whistleblowing reports
made in the year and an overview of how such
reports are investigated; and
• noted that a satisfactory insurance programme
is in place.
In addition, there was continued focus on IT
systems and cyber security with updates
provided to the Committee from the Chief
Technology and Information Officer and Head of
Cyber Security at each meeting. Topics covered
included updates on testing conducted during
the year on the capabilities and responsiveness
of our security operations centre and resultant
actions, developments in tooling and controls
(including the introduction of a new AI policy
and governance ‘hub’) and updates on resources
and training to further build in-house capability.
There was also a repeat of the cyber maturity
review undertaken in 2023, with the
improvements made noted and welcomed
by the Committee.
Whilst the Committee recognised the significant
progress in enhancing controls, it also discussed
opportunities for continuous improvement. For
example, a full review of our business continuity,
disaster recovery and crisis management plans,
and how they inter-relate, is a priority for the
forthcoming year, as is an increased focus on
colleague accountability.
Dunelm Group plc
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Audit and Risk Committee report continued
Internal control framework
Management is responsible for establishing
and maintaining an effective system of internal
controls and the Committee has responsibility
for ensuring its effectiveness.
The Group has established internal controls
and risk management systems in relation to the
process for preparing consolidated financial
statements. Examples of the controls in
operation include regular balance sheet
reconciliations, monthly analysis and reviews,
technical accounting papers and review and
approval of externally reported financial
information. A status update on the monitoring
programme for internal controls over financial
reporting is provided on a regular basis to the
Committee. The Committee is satisfied as to
the effectiveness of these controls.
We continue to invest in the modernisation of
our key business systems to ensure that we have
the right foundations in place to support our
ambitious strategic growth plans. This includes
our finance transformation plan, which will
deliver operational efficiencies and provide the
scalable platform required to support our growth
strategy through the standardisation and
systemisation of operational processes. The
Committee continues to monitor its progress.
Internal audit
The internal audit function provides
independent and objective assurance to all
levels of management up to the Board. Its
responsibilities include evaluating and reporting
on the adequacy and effectiveness of the
systems of risk management and internal controls.
Early in the financial year, as planned, we
transitioned from a fully outsourced to a
co-sourced arrangement. This approach is already
delivering a more effective model — a third line
function that is considered part of the business,
which has capacity to enable a broader plan to
be delivered and can include more technical
expertise in specific areas as needed.
The internal audit plan is developed by the Head
of Internal Audit, with input from management
and approved by the Committee. The plan is
reviewed periodically throughout the year to
confirm it remains relevant and retains sufficient
flexibility to be adapted as needed and enable
the internal audit team to participate in other
projects benefiting from its skillset.
Each internal audit concludes with a formal
report with graded recommendations,
management responses and actions. These are
communicated to the Committee by the Head
of Internal Audit and rigorously tracked through
to completion. The Committee as a whole and
the Committee Chair each meet with the Head
of Internal Audit without management present
to allow for open discussion.
Internal auditor effectiveness
During the year the Committee carried out a
review of the effectiveness of the internal audit
function. This was undertaken by way of a
questionnaire, and feedback was sought from
members of the Committee and senior
management. The Committee concluded that
overall the function operates effectively, with the
main area noted for further consideration being
to improve processes when working with the
co-source partner.
Internal audit reviews undertaken in FY25
The following risk-based internal audit reviews were conducted in FY25 (under a co-sourced
arrangement with KPMG):
Internal audit reviews Overview of scope
Long-term credit:
Consumer Duty
Review of key controls and processes to support compliance with
the Consumer Duty.
Key financial controls:
fixed assets
Review of processes and controls within core fixed asset
processes, including assessing whether appropriate use is made
of available technology.
Cyber maturity assessment Repeat of KPMG cyber maturity assessment (previously
conducted in 2023), which benchmarks controls maturity
against peers.
Conscious Choice traceability Assessment of the processes and controls in place to ensure that
Conscious Choice reporting is transparent and products
appropriately meet the defined criteria.
Supply chain data integrity Review of processes that support accuracy and completeness of
product master data so far as it relates to weights and dimensions.
IT business resilience Assessment of the effectiveness of key processes and controls
related to IT business continuity planning and disaster recovery
across our IT environment.
Stock and cash management Review of processes and controls in our web returns processes.
Business transformation Requested by the Committee during the year, review of our
approach to managing risks associated with transformation
programme delivery, including governance, spend and delivery
of objectives.
Pausa cafes: food health
and safety
Assessment of the management of food health and safety and
allergens (in Pausa cafes and in the supply chain) and review of
the scope of second line monitoring.
Corporate governance
reforms response progress
Review of work being undertaken on our material controls
framework ahead of regulatory change.
ESG reporting Review of processes, controls, data flow controls and KPIs relating
to GHG Scope 3.1 emissions, and FY25 vesting of non-financial
LTIP measures.
Dunelm Group plc
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Remuneration at a glance
* Subject to maximum variable pay
opportunity.
Base Pay
• Median or below
Pension
• Aligned to workforce
average
Benefits
• Median
Variable pay — annual cash
bonus and LTIP
• Maximum opportunity 375%
for CEO and 325% for CFO
Annual cash bonus
• Median
• Up to 150% of salary*
• Linked to performance: sales,
profit, strategic/personal
• Clawback and malus apply
LTIP
• Upper quartile
• Up to 250% of salary*
• Three-year performance
period
• Two-year retention period
• Mix of performance
conditions
• Clawback and malus apply
Lifetime lock-in
• Two-thirds of bonus and LTIP
outcome retained in shares for
the duration of employment
Shareholding requirements
• During employment retain
shares worth maximum
LTIP opportunity
• Two-year post-employment
holding requirement
Our remuneration principles guide our
approach to reward, ensuring that it remains
aligned with our vision, values and purpose,
and clearly linked to the successful delivery of
our strategic plans and ambition.
Simple and
transparent
Consistently
applied throughout
business
Pay fairly for an
individual’s role and
responsibilities
Aligned to shared
values and
ownership structure
Rewards strong
performance and
sustainable growth
over the long term
Enshrined in
Remuneration
Policy
Summary of Executive Remuneration Structure under 2023 Policy
Remuneration principles
Dunelm Group plc
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Remuneration Committee report
On behalf of the Remuneration Committee
(‘Committee’) I am pleased to present the
Remuneration Committee report for the year
ended 28 June 2025, my first since I took
over the role of Chair of the Committee
from William Reeve on 21 November 2024.
This report comprises:
• my Annual Statement as Chair of the
Committee (pages 88 to 90);
• the Annual Report on Remuneration (pages
91 to 104), describing how the Directors’
Remuneration Policy has been applied for
the year ended 28 June 2025 and how we
intend to implement the policy for FY26;
and
• the Directors’ Remuneration Policy (‘Policy’)
approved at the 2023 AGM (pages 105 to 113).
The Remuneration Committee report
(excluding the Policy) will be subject to an
advisory shareholder vote at the 2025 AGM.
FY25 business performance and
incentive outcomes
Our Executive Team delivered another good
performance during the year and made strong
progress against our strategic priorities, despite
the challenging consumer and macroeconomic
environment. This year’s financial performance
resulted in sales of £1.8bn, and profit before tax
of £211m. The Committee’s decision-making
on the remuneration outcome for our
Executive Directors has been shaped by this
performance, as well as recognition of the
opportunities and challenges for our business
that lie ahead. We remain committed to
ensuring that we reward sustainable, profitable
growth over the longer term on a consistent
basis and that our approach is aligned with the
delivery of our strategy and our shared values.
The overall formulaic vesting level for the FY25
annual bonus is 56.3% of maximum opportunity
for Nick Wilkinson and 55.1% of maximum
opportunity for Karen Witts. Full details of
performance against the FY25 measures and
objectives are set out on pages 93 and 94.
Each of Nick Wilkinson and Karen Witts was
granted an LTIP award in October 2022 with
vesting subject to performance conditions
assessed over the three-year period FY23 to
FY25. These awards will vest at 15% as set out
on page 95.
The Committee considered whether to use its
discretion to adjust either the bonus outcomes
or the LTIP award outcome. We concluded that
the outcomes of the annual bonus and the LTIP
were fair and reflect both the performance of the
business and the overall stakeholder experience,
including the wider workforce, and therefore no
discretion should be applied. As part of this
assessment, the Committee considered the
proportion of the vesting value of the LTIP
attributable to appreciation of the share price
since the grant in 2022 and concluded that given
the underlying strong performance of the
business and the value delivered to shareholders
over the period none of the value constituted
a ‘windfall gain’.
At least two-thirds of Nick and Karen’s respective
cash bonuses (after payment of tax and National
Insurance contributions) must be invested in
shares which must be retained as required for
the purposes of our in- and post-employment
shareholding guidelines. Two-thirds of their
vesting LTIP awards (after payment of tax and
National Insurance contributions) must similarly
be retained, and they are, in any event, subject
to a two-year hold on the full amount.
Remuneration
Ajay Kavan
Chair of the
Remuneration
Committee
Committee membership
Ajay Kavan (Committee Chair)
Alison Brittain
Ian Bull
Katharine Poulter
Vijay Talwar
Dan Taylor
See page 64 for meeting attendance
FY25 highlights/key activities
• Proposed and approved remuneration
package for incoming Chief Executive.
• Confirmed leaving arrangements for
Nick Wilkinson.
• Approved measures and targets for
FY25 bonus and LTIP grant and assessed
performance against FY25 incentive outcomes.
• Approved gender pay gap report for publication.
FY26 priorities
• Remuneration policy review.
• Review measures and targets proposed for
FY26 bonus and LTIP grant.
• Continue to consider the evolution of our
reward structure in line with our principles.
Dunelm Group plc
Annual Report and Accounts 2025
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Remuneration Committee report continued
CEO remuneration
As announced on 7 July 2025 and discussed
elsewhere in this report, Clodagh (‘Clo’) Moriarty
will join Dunelm as Chief Executive with effect
from 1 October 2025, following Nick Wilkinson’s
retirement from the Board at the end of September.
Clo’s remuneration package is in line with
the Directors’ Remuneration Policy approved
by shareholders in 2023. In setting the package
we took into account her significant skills and
experience and her package at her former
employer, along with appropriate market
benchmarks.
• Her base salary of £825,000 is higher than Nick
Wilkinson’s but is positioned around median
compared to the largest 50 companies in the
FTSE 250 and takes into account her package
at her former employer and that her salary will
not be reviewed until August 2027.
• Her pension of 3% of salary is in line with the
wider workforce.
• For FY26 she will participate in our annual
bonus and LTIP at the level of 150% and 225%
of salary respectively, pro-rated to reflect her
joining date.
• She will receive a travel and accommodation
allowance of 5% of salary and a contribution of
up to £50,000 towards the cost of purchasing
and furnishing a home in the Leicester area,
on the understanding that the majority of any
furnishings should be purchased from Dunelm.
• Other benefits will be provided in line with our
usual approach for Executive Directors.
• The shareholding requirements in the
Directors’ Remuneration Policy will apply,
including the requirement that at least two
thirds of any bonus (after tax) must be invested
in shares and that these shares, along with two
thirds of the shares acquired from the LTIP
(after sales for tax), must be retained for the
duration of employment (with all of the vested
shares acquired from the LTIP being retained
for two years from vesting, after sales for tax).
To ensure that Clo is not disadvantaged by
joining, we have agreed to buy-out incentives
that she will forfeit from her former employer.
Details will be included in the FY26 Directors’
Remuneration Report and, where relevant, in the
regulatory announcement when share-based
awards are granted. The principles we adopted
are as follows.
• The form of the buy-out award (cash or shares)
will match the form of the corresponding
forfeited award.
• Where a forfeited award was subject to
performance conditions, the buy-out award
will also be subject to performance conditions.
These will be based on either former employer
or Dunelm performance depending upon the
vesting timeline of the forfeited award, with
details to be included in the FY26 Directors’
Remuneration Report.
• Buy-out awards will vest no earlier than the
corresponding forfeited award.
• Shares acquired from a buy-out award will be
subject to the requirement that two-thirds of
them (after sales for tax) must be retained for
the duration of employment.
In retiring from the Board, and reflecting his
long service and significant contribution to the
business, Nick Wilkinson has been treated as
a ‘good leaver’ for the purposes of his incentives.
The vesting outturn of his FY25 bonus and his
LTIP granted in 2022 have been assessed in the
usual way, as referred to earlier in this letter.
As a good leaver, Nick has retained his LTIP
awards granted in 2023 and 2024. Each will vest
on its usual timescale, subject to satisfaction
of the applicable performance conditions and
a pro-rata reduction having regard to the
proportion of the performance period for
which Nick is employed.
FY26 Remuneration
Our review of salaries for Executive Directors
in FY25 and intended operation of the Policy
for the financial year ending 27 June 2026 is
as follows:
Salary
Clo Moriarty’s salary from appointment is set
out above.
In line with usual practice, when considering
Karen Witts’ salary, the Committee was mindful
of her performance, our remuneration principles
as set out on page 87 and the wider colleague
experience. We also considered feedback on
Executive pay received from our National
Colleague Voice. Further to this, we approved
a 3% increase in base salary for Karen in line with
the average percentage increase for senior
management. The median pay award made to
the wider colleague population (not including
our colleagues in the Republic of Ireland)
was 6.4%.
Variable pay/incentives
We apply a consistent pay structure
throughout the business, with the
remuneration of Executive Directors more
heavily weighted towards variable pay and
share-based incentives than other colleagues,
so that a greater part of their pay is linked to
successful delivery of strategy and aligned
with shareholders.
Awards under the Long-Term Incentive Plan
are expected to be made in October 2025.
The performance measures will be consistent
with those applied to the FY25 awards, with
100% of the awards based on financial
measures, split between EPS (with a 75%
weighting) and relative TSR (with a 25%
weighting). Further details in relation to the
measures and targets are set out on page 103.
Having reflected on the performance
conditions, we are proposing a minor change
to the FY26 bonus. 75% of the bonus will
continue to be based on financial measures
(50% PBT and 25% sales) and 15% on
achievement of strategic and personal targets
aligned to the Group strategy, consistent with
FY25. For the remaining 10%, we have
introduced a measure based on customer
satisfaction (CSAT), more details of which can
be found on page 30. The CSAT measure
replaces the 10% of the bonus that was
attributable to ESG in FY25 — with ESG now
more firmly embedded in the business and
therefore included more specifically in
colleagues’ personal and strategic measures
according to their role and function, the
Committee concluded that a separate ESG
measure is not needed in addition to the
strategic and personal element of the bonus.
Dunelm Group plc
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Remuneration Committee report continued
The new CSAT measure was considered
appropriate due to the importance of
understanding how customers rate their
overall experience with us; we consider this to
be fundamental to retaining and acquiring
customers and informing how we develop our
customer offer going forward. It will apply to all
colleagues employed by our UK subsidiaries
that are eligible to receive a bonus, enabling it
to be discussed in the business on an ongoing
basis and supporting a renewed focus on our
customer proposition. Further details on the
measures and targets are set out page 102.
Clo Moriarty’s participation in the FY26 annual
bonus and LTIP will be pro-rated to reflect her
period of service, as explained above. Karen
Witts will be eligible to receive an annual bonus
of up to 125% of salary and be granted an LTIP
award at 200% of salary. Nick Wilkinson will be
eligible to participate in the FY26 annual bonus
at the level of 150% of salary, pro-rated to reflect
the period for which he is with the business,
but he will not receive an FY26 LTIP grant.
Two-thirds of variable pay will continue to be
invested in Dunelm shares, to be held for the
duration of employment.
Non-Executive fees
It is the responsibility of the Board to review
Non-Executive Director fees, and the
responsibility of this Committee to review Chair
fees. The Board considered the former at its
meeting in June 2025 and determined that
an increase of 3% was appropriate, in line with
the average percentage increase for senior
colleagues and below the median pay award
made to the wider colleague population as
referenced earlier in this letter.
Finally, I would like to take this opportunity
to thank my fellow Directors for their support
and that of the Executive Team and other
colleagues as I have transitioned to the role of
Committee Chair. I look forward to welcoming
you to the 2025 AGM and hope you will
support the resolution relating to remuneration.
Ajay Kavan
Chair of the Remuneration Committee
9 September 2025
In relation to our Chair’s fee, the Committee
recommended an increase of 3%, again in line
with the average percentage increase for senior
colleagues and below the median pay award
made to the wider colleague population, which
was approved by the Board.
Our Directors’ Remuneration Policy
Our current Directors’ Remuneration Policy was
approved at the 2023 AGM with over 99% of
votes cast in favour. In line with the usual
timetable, we will be seeking shareholder
approval for a new Policy at the 2026 AGM.
During the course of FY26, the Committee will
review the existing Policy in full and the way in
which we implement it to ensure that it remains
effective and aligned to our ongoing strategy.
As part of the review, the Committee will
consider continuing developments in corporate
governance and best practice. We will engage
with shareholders in relation to our proposed
approach to the new Policy in advance of its
finalisation and publication in the FY26 Directors’
Remuneration Report.
Committee effectiveness
This year the Committee effectiveness review
was undertaken as part of the external Board
and Committee evaluation. Further details can
be found on page 79.
Our decision-making
on remuneration
outcomes has been
shaped by this year’s
financial performance,
as well as recognition
of the opportunities
and challenges that
lie ahead.
Dunelm Group plc
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Remuneration Committee report continued
This report has been prepared on behalf of the
Board by the Committee, chaired by Ajay Kavan.
It sets out how the Directors’ Remuneration
Policy which was approved by shareholders on
16 November 2023 has been applied in FY25
and how the policy will be applied in FY26.
Annual Report on Remuneration
Composition of the Committee
The Committee comprises solely independent
Non-Executive Directors (including the Chair,
who was independent on appointment) and
did so throughout FY25. Ajay Kavan has
chaired the Committee since November 2024
(succeeding William Reeve on his retirement
from the Board and as Chair of the
Remuneration Committee).
Ajay had served nearly nine months on the
Remuneration Committee by the time of his
appointment as Chair of the Committee and
had completed a full annual cycle of
Committee meetings. He brings a wealth of
executive retail experience and mentors other
CEOs which stands him in good stead as Chair
of this Committee. In the lead up to taking on
the role, Ajay engaged with colleagues,
including attending the remuneration focused
National Colleague Voice meeting, and
participating in a series of other relevant
meetings with the Group General Counsel and
Company Secretary, the People and Stores
Director and other senior leaders in the people
and finance teams, as well as with our external
remuneration consultants.
Only members of the Committee have the
right to attend meetings. Other Directors and
individuals such as the CEO and People and
Stores Director are invited to attend all or part
of meetings, as appropriate. No Director
participates when his or her own remuneration
is discussed. The Group General Counsel and
Company Secretary acts as secretary to the
Committee and attends all meetings.
Together with the Chair’s statement on pages 88
to 90, it will be put to shareholders for an advisory
vote at the FY25 AGM.
The information contained in this report is
unaudited unless expressly stated otherwise.
Committee members and meeting attendance during the year
Member Attendance Notes
Ajay Kavan 3/3 Ajay took up the role of Chair of the Remuneration Committee
on 21 November 2024.
William Reeve 2/2 William stepped down from the Committee on 21 November 2024.
Alison Brittain 3/3
Ian Bull 3/3
Kelly Devine 0/0 Kelly stepped down from the Committee on 11 March 2024
and from the Board on 5 July 2024.
Katharine
Poulter
0/0 Katharine joined the Board and the Committee on 6 May 2025.
Arja Taaveniku 2/2 Arja stepped down from the Board and Committee on
31 December 2024.
Vijay Talwar 3/3
Dan Taylor 3/3
Role and principal duties
The Committee is responsible for determining
the policy for Directors’ remuneration and
setting the remuneration for the Chair of the
Board, Executive Directors and members of
the Executive Team in accordance with the
Principles and Provisions of the UK Corporate
Governance Code (‘Code’). Its other principal
duties include:
• establishing remuneration schemes that
support alignment with long-term
shareholder interests;
• designing remuneration policies and
practices to support strategy and promote
long-term sustainable success;
• reviewing the design of all share incentive
plans for approval by the Board, and for any
such plans, determine whether awards will
be made each year; and
• reviewing workforce remuneration and
related policies.
The Committee’s full terms of reference can
be found at: corporate.dunelm.com
Dunelm Group plc
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Remuneration Committee report continued
Single figure for total remuneration (audited)
The following table sets out total remuneration for Directors for the period ended 28 June 2025:
Table 1: Directors’ remuneration — single figure table
Salary/fees
£’000
1
Benefits
£’000
2
Pension
£’000
3
Total fixed
remuneration
£’000
4
Bonus
£’000
5
LTIP award
£’000
6
Total Variable
remuneration
£’000
7
Total
£’000
Director FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24
Nick Wilkinson 627 609 54 53 19 18 700 680 529 331 256 727 785 1,058 1,485 1,738
Karen Witts 484 471 40 40 15 14 539 525 334 218 198 614 532 832 1,071 1,357
Sir Will Adderley — — 21 21 — — 21 21 — — — — — — 21 21
Sub-total 1,111 1,080 115 114 34 32 1,260 1,226 863 549 454 1,341 1,317 1,890 2,577 3,116
Non-Executive Director
Alison Brittain 347 337 — — — — 347 337 — — — — — — 347 337
Ian Bull 82 70 — — — — 82 70 — — — — — — 82 70
Kelly Devine 3 58 — — — — 3 58 — — — — — — 3 58
Ajay Kavan 70 20 — — — — 70 20 — — — — — — 70 20
Katharine Poulter 9 — — — — — 9 — — — — — — — 9 —
William Reeve 33 77 — — — — 33 77 — — — — — — 33 77
Marion Sears 61 58 — — — — 61 58 — — — — — — 61 58
Arja Taaveniku 30 58 — — — — 30 58 — — — — — — 30 58
Vijay Talwar 61 58 — — — — 61 58 — — — — — — 61 58
Dan Taylor 61 20 — — — — 61 20 — — — — — — 61 20
Total 1,868 1,836 115 114 34 32 2,017 1,982 863 549 454 1,341 1,317 1,890 3,334 3,872
1. Ajay Kavan and Dan Taylor were appointed on 1 March 2024, Katharine Poulter was appointed on 6 May 2025, Kelly Devine, William Reeve and Arja Taaveniku stepped down on 5 July 2024, 21 November 2024 and 31 December 2024 respectively. Base fees for Ajay Kavan, Dan
Taylor, Katharine Poulter, Kelly Devine, William Reeve and Arja Taaveniku are pro-rated over the relevant year as appropriate, as are fees paid to Ian Bull and Ajay Kavan following their respective appointments as Senior Independent Director and Remuneration Committee Chair with
effect from 21 November 2024. Sir Will Adderley’s base salary was held at £1 per annum.
2. Benefits include the cost of a car allowance and private health insurance for the individual and their family. Nick Wilkinson is also entitled to an allowance of 5% of his annual salary towards the cost of travel from home to Leicester. Karen Witts is entitled to an allowance of £1,500 per
month to cover the cost of rent on a property close to the office in Leicester and travel costs.
3. Pension entitlement is 3% of contractual salary to a defined contribution plan or cash allowance in lieu. Sir Will Adderley waived his entitlement to a pension from 1 July 2015.
4. Total fixed remuneration includes salary/fees, benefits and pension.
5. Nick Wilkinson and Karen Witts were awarded an annual performance-related bonus for FY25 with a maximum opportunity of (i) 150% of contractual salary for Nick Wilkinson and (ii) 125% of contractual salary for Karen Witts. The performance conditions which applied to the bonus
were set in September 2024 and are described on pages 93 and 94.
6. The figure for Nick Wilkinson and Karen Witts is the value of the FY23-25 LTIP award, the three-year performance period for which ended on the last day of the financial period being reported on; information on how the values are calculated is set out in Table 4 and its notes.
The prior year figures have been updated to reflect the actual closing share price of the day before the vesting date of 1,213p for Nick and 1,193p for Karen, compared to last year’s report which was based on the average closing share price over the last three months of FY24.
Sir Will Adderley was not considered for an LTIP award.
7. Total variable remuneration includes bonus and LTIP awards.
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Remuneration Committee report continued
FY25 annual bonus (audited)
Nick Wilkinson was eligible to earn an annual bonus of up to 150% of base salary during the year and
Karen Witts was eligible to earn an annual bonus of up to 125% of base salary during the year, in each
case subject to meeting the performance targets set out below. Sir Will Adderley was not considered
for an annual bonus.
The bonus was based on challenging targets set by the Committee at the start of the financial year,
with 75% based on financial targets and 25% based on non-financial targets. The ‘sales’ and personal
elements of the bonus would only be paid if the threshold PBT was achieved. Information on the
targets set and the performance against them is set out in Table 2. Based on performance against
those targets, Nick Wilkinson earned a bonus of £529,041 and Karen Witts earned a bonus of
£333,610 as set out in Table 3. The full bonus is paid in cash, with two-thirds of the after-tax amount
being subject to a requirement that it is invested in shares.
Table 2: Annual bonus 2025 payout (audited)
Performance measures
% of bonus
opportunity
Threshold
performance
2
On-target
performance
3
Maximum
performance
(100%)
FY25 actual
performance
% outcome for
each measure
Financial measures
1
— Profit before tax 50% £188m £209m £226m £211m 58.90%
— Sales 25% £1,648m £1,791m £1,881m £1,771m 44.25%
Non-financial personal
and strategic targets
— Personal and
strategic
15% (see page 94 for details) CEO—83%
CFO—75%
— ESG 10% CEO—33.33%
CFO—33.33%
1. Bonus is earned between threshold and on-target and between on-target and maximum on a straight-line basis.
2. For threshold, vesting is at 10% of maximum for sales and 5% of maximum for PBT.
3. For on-target, vesting is at 50% of maximum for sales and 50% of maximum for PBT.
Table 3: Overall 2025 bonus earned (audited)
Base salary
£’000
Maximum
bonus % of
salary
2025 bonus
outcomes %
of maximum
Overall 2025
bonus
earned
£’000
2025 bonus
outcome %
of salary
Nick Wilkinson 627 150% 56.30 529 84.44
Karen Witts 484 125% 55.10 334 68.87
Non-financial personal and strategic objectives
15% of the bonus opportunity is linked to performance against objectives, both personal and
strategic and 10% linked to environment, social and governance measures. Payment of these
elements of the bonus is subject to meeting threshold on the PBT financial metric for the year
(which has been achieved).
For the personal and strategic element (15%), the targets, which are specific to each of the Chief
Executive and Chief Financial Officer, were set by the Committee to reflect personal and strategic
priorities for FY25. Assessment against them (including consideration of relevant KPIs) was
considered by the Committee following the end of the financial year, and a bonus outcome
determined accordingly.
In assessing the attainment of personal and strategic objectives, the Committee considered that
a score of 50% represents that an objective has been ‘met in line with expectations’ and that the
maximum of 100% means an objective has been ‘met and expectations significantly exceeded’.
Taking each of the objectives in turn, applying this framing, and weighting the objectives as shown on
the next page, resulted in an assessment against personal and strategic targets of 83% for the Chief
Executive and 75% for the Chief Financial Officer respectively. Details of their respective personal
and strategic objectives and key achievements against them are set out on the following page.
For the ESG element (10%), it was assessed that 33.33% of the ESG measures had been met by the
Chief Executive and Chief Financial Officer.
ESG measure and target Achieved/Outcome
Reduction in Scope 1 emissions per £m of sales
— 57.4% intensity reduction v baseline Not met
% role-model leaders filled by ethnic minority
colleagues — 7% Not met
YoY increase in the number of new SKUs
covered by Conscious Choice — 40% Met
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Remuneration Committee report continued
Non-financial personal and strategic objectives (continued)
Chief Executive
FY25 performance against objectives — outcome 83% of maximum
Objectives Key achievements during FY25
Deliver the core strategy
c.33.3% weighting
• Delivered customer growth, market share gains and met
margin targets.
• Opened seven new stores in the UK, and acquired two
freehold sites.
• Oversaw delivery of new store concepts, including Westfield
in London and refit programme.
• Elevated product offer through range growth, collaborations
and acceleration of furniture development.
Develop and communicate
the growth strategy
c.33.3% weighting
• Embedded strategic framework and focus areas.
• Accelerated Made-to-Measure sales and profitability.
• Received positive investor reaction to plans and
transition planning.
• Oversaw completion of two acquisitions: Homefocus Group
Limited in Ireland; and the brand and intellectual property
of Designers Guild.
Build capability and
organisation effectiveness,
including a focus on
succession plans
c.33.3% weighting
• High-level of engagement from Executive Team.
• Significant progress building tech capability and confidence
in transformation plans.
• Maintained a positive performance environment during
a period of change.
• Strong Company engagement scores.
Chief Financial Officer
FY25 performance against objectives — outcome 75% of maximum
Objectives Key achievements during FY25
Financial planning
c.20% weighting
• Refreshed operational KPIs to drive budgeted performance.
• Adapted plans throughout the year to deliver continued growth.
• Maintained strong free cash flow performance, allowing
continued investment and shareholder returns in line with
capital allocation policy.
• Created financial plans to support monitoring of progress
against the business strategy.
Finance transformation
projects
c.20% weighting
• Leading on finance transformation roadmap and oversaw
commencement of initiatives.
• Leading on systemisation, and delivered process improvements.
Business development and
strategy
c.20% weighting
• Oversaw completion of two acquisitions: Homefocus Group
Limited in Ireland; and the brand and intellectual property of
Designers Guild, as well as acquisition of two freehold sites.
• Developed procurement function and processes.
• Continued to support inclusion and diversity initiatives.
Regulatory and control
environment
c.20% weighting
• Further developed understanding, capability and reportable
metrics within the business in relation to non-financial reporting.
• Oversaw ongoing ‘no regrets’ work and planning ahead of the
introduction of new regulatory requirements.
• Successfully brought internal audit in-house and established
co-sourcing model.
Investor relations
c.20% weighting
• Developed a strong and capable team.
• Delivered clear investor communications throughout year.
• Received positive investor reaction to plans and
transition planning.
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Remuneration Committee report continued
LTIP awards granted in respect of performance in FY23-25 (audited)
Nick Wilkinson and Karen Witts were granted LTIP awards on 27 October 2022 with vesting subject to performance conditions assessed over the three-year period FY23 to FY25. These awards were subject
to performance conditions based on a Diluted EPS (with an 80% weighting) and sustainability measures (with a 20% weighting in aggregate). The four sustainability-based measures each accounted for
a quarter of this element of the award, on a simple pass or fail basis against target. These awards have vested at 15% as set out in the table below. Sir Will Adderley does not have an LTIP award vesting in
respect of performance in FY23 to FY25.
Table 4: LTIP awards due to vest for performance period ended 28 June 2025 (audited)
Performance condition and outturn
Director
Options over
ordinary
shares
granted
FY25 Diluted EPS (80% of opportunity) Sustainability element (20% opportunity)
Vesting
percentage
Vested
shares
Dividend
equivalent
shares
1
Total
vesting
shares
2
Threshold
(10%
vesting)
On target
(50%
vesting)
Maximum
(100%
vesting)
FY25
outturn
ESG metric 1
(1/4)
ESG metric 2
(1/4)
ESG metric 3
(1/4)
ESG metric 4
(1/4)
Nick Wilkinson 139,765
83.4p 87.6p 103.4p 76.8p
Reduction
in Scope 1
greenhouse gas
emissions per
£m sales against
a FY19 base
Percentage of
own brand cotton
products which
meet our ‘More
Responsibly
Sourced Cotton’
standard
Reduction in
plastic packaging
of own brand
products against
FY20 base
Percentage of own
brand products for
which we offer an
easy-to-use
take-back service
with a credible
end-of-life solution
in at least 90% of
our superstore
estate.
15% 20,964 2,299 23,263
Karen Witts 108,043 Target: 32%
Met
Target: 100%
Not met
Target: 30%
Met
Target: 50%
Met
15% 16,206 1,776 17,982
1. Nick Wilkinson and Karen Witts will also receive additional shares by way of ‘special dividend equivalents’. The number of additional shares to vest for Nick as a result is 2,299 and for Karen is 1,776, based on a ’special dividend equivalent’ of 40p per vested share in respect of the
special dividend paid on 11 April 2023, 35p per vested share in respect of the special dividend paid on 9 April 2024 and 35p per vested share in respect of the special dividend paid on 8 April 2025. The share price used to calculate the number of shares in Nick and Karen’s ‘special
dividend equivalent’ was 1,081p per share in respect of the April 2023 special dividend, 1,095p per share in respect of the April 2024 special dividend and 859p per share in respect of the April 2025 special dividend, in each case being the closing share price the working day before
the special dividend date.
2. The value of this number of shares is included in the single figure for total remuneration for FY25 as set out in Table 1 on page 92, based on the average of Dunelm’s closing share price over the last three months of FY25, which was 1,101 pence per share. The value of a share when
the award was granted was 833p; therefore £58,380 of the value of Nick Wilkinson’s award and £45,130 of the value of Karen Witts’ award is attributable to an increase in the share price. No discretion was applied to adjust the performance conditions or outcome of the FY23—FY25
LTIP for share price appreciation or depreciation or for any other reason. Vested shares must be retained in accordance with the shareholding guidelines set out in the Remuneration Policy.
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Remuneration Committee report continued
Awards made to Directors under share incentive schemes in FY25 (audited)
LTIP awards were made on 31 October 2024 to Nick Wilkinson and Karen Witts as set out below:
Table 5: LTIP awards made to Directors during FY25 (audited)
Director Award
Shares under
award
2
Basis of award Face value Performance conditions
3
Performance period
end date Vesting date
FY27 Diluted EPS (75% of opportunity)
Nil
Threshold
10% vesting
On-target
(50% vesting)
Maximum
(100% vesting)
Nick Wilkinson
1
Nil-cost options under LTIP 121,687 225% of salary £1,412,786 Less than 77p 77p 82p 99p or more 3 July 2027 31 October 2027
Relative TSR
4
(25% of opportunity)
Nil
Threshold
25% vesting
On-target
(50% vesting)
Maximum
(100% vesting)
Below median Median n/a Upper quartile
Karen Witts Nil-cost options under LTIP 83,633 200% of salary £970,986 As above As above
1. Nick Wilkinson’s award will be reduced to reflect his period of service, as referred to in the Annual Statement from the Chair of the Committee.
2. Based on the average closing share price on 28, 29 and 30 October 2024 of 1,161p per share.
3. Performance between each of these percentage thresholds will be calculated on a straight-line basis.
4. Relative Total Shareholder Return versus the constituents of the FTSE 350 excluding financial services companies and investment trusts, with a three-month averaging period applied at the start and end of the performance period.
All shares vesting (after payment of tax and National Insurance) must be held for two years from the vesting date, and thereafter at least two-thirds of these must be held for the duration of employment.
The Executive Directors are eligible to receive a ‘special dividend equivalent’ in relation to these awards, in respect of a special dividend of 35 pence per share paid on 8 April 2025 and any other special
dividend paid before the awards vest.
Payments to past Directors (audited)
No payments were made to any former Director in the financial year or to any Director in respect of loss of office or the termination of his or her employment.
The remuneration decisions in relation to Nick Wilkinson’s retirement are set out in the Chair of the Committee’s Annual Statement earlier in this report.
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Remuneration Committee report continued
Service contracts
In accordance with the Group’s policy, the service contracts of the Executive Directors have no fixed
term. The notice period for termination is 12 months from either party for Sir Will Adderley, and six
months for each of Nick Wilkinson and Karen Witts respectively. Service contracts for the Executive
Directors include a non-compete arrangement. The Committee may apply mitigation in respect of
any termination payment. Copies of the Executive Directors’ service contracts are available for
inspection at the Company’s registered office.
The Non-Executive Directors have letters of appointment for an initial period of three years with a
provision for termination on one month’s notice from either party, or three months’ notice from either
party in the case of Alison Brittain, the Chair.
Table 6: Directors’ service contracts
Executives Start date Expiry of current term Notice period
Nick Wilkinson 1 February 2018 n/a 6 months
Karen Witts 9 June 2022 n/a 6 months
Sir Will Adderley 28 September 2006 n/a 12 months
Non-Executives
Alison Brittain 7 September 2022 7 September 2028 3 months
Ian Bull 10 July 2019 10 July 2028 1 month
Ajay Kavan 1 March 2024 1 March 2027 1 month
Katharine Poulter 6 May 2025 6 May 2028 1 month
Marion Sears
1
22 July 2004 22 July 2025 1 month
Vijay Talwar 1 October 2021 1 October 2027 1 month
Dan Taylor 1 March 2024 1 March 2027 1 month
1. Marion Sears has served more than nine years on the Board. Her contract is renewed for a one-year term (rather than three), with the
notice period referred to above.
Directors’ shareholdings and share interests
Directors’ share interests
The interests of the Directors and their connected persons in the Company at 29 June 2024 and at
year end, or their date of cessation, if earlier are set out in table 7.
There have been no changes in the interests of each Director in the period from 29 June 2025 to the
date of this report.
Table 7: Shareholdings of Directors and Persons Closely Associated (audited)
Executives
At 28 June 2025
1p Ordinary shares
At 29 June 2024
1p Ordinary shares
Nick Wilkinson 470,541 428,940
Karen Witts 69,043 33,449
Sir Will Adderley 66,371,779 76,371,779
Non-Executives
Alison Brittain 37,500 37,500
Ian Bull 11,000 11,000
Kelly Devine
1
— —
Ajay Kavan 7,542 4,921
Katharine Poulter
2
— n/a
William Reeve
1
22,000 22,000
Marion Sears 105,000 105,000
Arja Taaveniku
1
6,000 6,000
Vijay Talwar 9,670 9,670
Dan Taylor — —
1. Kelly Devine stepped down from the Board on 5 July 2024, William Reeve stepped down on 21 November 2024 and Arja Taaveniku
stepped down on 31 December 2024.
2. Katharine Poulter joined the Board on 6 May 2025.
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Remuneration Committee report continued
Executive shareholdings
Executive Directors are subject to a shareholding target which requires them to build a holding of Dunelm shares with a value equal to the higher of their normal LTIP grant and 200% of salary (measured by
reference to share price at the financial year end). Ordinarily, Executive Directors are expected to achieve this holding requirement within five years of appointment.
Nick Wilkinson had substantially exceeded the minimum shareholding requirement within a five-year period from his appointment. At 28 June 2025 Karen Witts had acquired shares with a value of 162%
of salary, such that she is on track to meet the minimum shareholding requirement within the ordinarily expected five-year period. Achievement against this requirement is set out in Table 8, other than in the
case of Sir Will Adderley who only receives a salary of £1 per year and for whom the requirement is therefore not relevant.
Table 8: Executive Director shareholdings (audited)
Executive Director
Shareholding
requirement as
a % of salary
Number of shares
owned outright
Value of shareholding as at
28 June 2025
Shares owned outright as
a % of salary
1
Nick Wilkinson 225% 470,541 £5,519,446 879%
Karen Witts 200% 69,043 £809,874 162%
2
1. Based on the closing share price of 1,173p on 28 June 2025 and base salary at 1 August 2025.
2. Karen Witts is just over three years into her five-year period to meet the shareholding requirement. She is on track to meeting this requirement.
Table 9: Movements in Directors’ interests in share options during FY25 (audited)
All share awards and options held at the beginning of the financial year and at year end by the Executive Directors who served during the year, together with any movements, are shown below:
Date of award Name of award Type of award
Share options
held at
30 June 2024
Share options
granted during
the year
2
Share options
vested and
exercised during
the year
Share options
lapsed/cancelled
during the year
Share options at
28 June 2025
End of
performance
period Option price
Nick Wilkinson 31 October 2024 FY25—27 LTIP
1
Nil-cost options — 121,687 — — 121,687 3 July 2027 —
21 November 2023 FY24—26 LTIP
1,4
Nil-cost options 126,725 — — — 126,725 27 June 2026 —
27 October 2022 FY23—25 LTIP
4
Nil-cost options 139,765 — — — 139,765 28 June 2025 —
20 October 2021 FY22—24 LTIP
4
Nil-cost options 89,078 7,874 (59,896)
3
(37,056)
3
— 29 June 2024 —
22 November 2022 FY23 Sharesave Share options 2,698 — — — 2,698 n/a 667p
Karen Witts 31 October 2024 FY25—27 LTIP Nil-cost options — 83,633 — — 83,633 3 July 2027 —
21 November 2023 FY24—26 LTIP
4
Nil-cost options 87,096 — — — 87,096 27 June 2026 —
27 October 2022 FY23—25 LTIP
4
Nil-cost options 108,043 — — — 108,043 28 June 2025 —
22 November 2022 FY23 Sharesave Share options 2,698 — — — 2,698 n/a 667p
9 June 2022 FY22—24 LTIP
4
Nil-cost options 73,979 8,300 (51,496)
3
(30,783) — 29 June 2024 —
1. Nick Wilkinson’s FY24—FY26 LTIP and FY25—27 LTIP will be reduced to reflect his period of service, as referred to in the Annual Statement from the Committee Chair.
2. LTIP awards are eligible to receive a ‘special dividend equivalent’ in respect of any special dividend paid during the performance period applicable to the award and up to the date of vesting. Dividend equivalent shares have been included where quantified.
3. During the year Nick Wilkinson exercised 59,896 nil-cost share options with a market value of 1,213p per share equalling a gain of £726,538. The number of shares exercised/lapsed reflects the final rounded number determined at exercise. During the year Karen Witts exercised
51,496 nil-cost options with a market value of 1,193p per share equalling a gain of £614,347.
4. Performance conditions in respect of the LTIP awards granted in FY22, FY23 and FY24 are set out in the FY22, FY23 and FY24 Annual Reports respectively.
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Remuneration Committee report continued
Share options and dilution limits
The Committee considers the provisions of the Investment Association’s Guidelines on Executive
Remuneration when determining the number of shares over which share scheme incentive awards
may be made.
As at 28 June 2025 over the last ten-year period options have been granted over 4.5% of the
Company’s issued share capital (adjusted for share issuance and cancellation). The Group does not
hold any shares in an employee benefit trust.
Total shareholder return performance and historic CEO remuneration
The graph below shows the Group’s historic performance over ten years, measured by total
shareholder return, compared with the FTSE 350 General Retail Index and the FTSE 250. The
Committee has chosen these indices for comparison because they provide a range of comparator
companies which have similar market capitalisation, which are in the same sector and face similar
market and economic challenges in the long term. We have also included the FTSE 350 excluding
financial services and investment trusts as that is the comparator group we use for the relative TSR
element of LTIP awards.
Table 10: Total shareholder return performance graph (rebased to 2 July 2015 = 100)
The shares traded in the range of 837p to 1,279p during the year and stood at 1,173p at 28 June 2025.
Total shareholder return
(Rebased to 100)
50
100
150
200
250
300
142.6%
63.9%
71.9%
178.1%
Aug 25Aug 15 Aug 16 Aug 17 Aug 18 Aug 19 Aug 20 Aug 21 Aug 22 Aug 23 Aug 24
Dunelm
FTSE 250
FTSE 350 General Retail
FTSE 350 excluding financial services companies and investment trusts
Factset as of 8 August 2025. Last ten year’s data on weekly frequency. FTSE 350 General Retail Index includes Dunelm.
Table 11: Historic Chief Executive pay
The table below sets out the prescribed remuneration data for each of the individuals undertaking
the role of Chief Executive during each of the last ten financial years.
CEO single
figure of total
remuneration
£’000
Annual bonus
payment against
maximum
opportunity
%
Long-term
incentive
vesting rates
against
maximum
opportunity
%
FY25 Nick Wilkinson 1,485 56.3% 15%
FY24 Nick Wilkinson 1,738 36.2% 58.4%
FY23 Nick Wilkinson 1,946 46.0% 83.3%
FY22 Nick Wilkinson 2,511 90.0% 100.0%
FY21 Nick Wilkinson 3,756 81.2% 100.0%
FY20 Nick Wilkinson
1
885 20.0% 19.8%
FY19 Nick Wilkinson 1,365 97.9% n/a
FY18 Nick Wilkinson
2
308 13.3% n/a
FY18 John Browett
2,3
429 n/a n/a
FY17 John Browett 722 14.0% n/a
FY16 John Browett
4
489 57.7% n/a
FY16 Sir Will Adderley
4
10 n/a n/a
1. During the period April to June 2020 inclusive, Nick Wilkinson took a voluntary 90% reduction in base salary.
2. John Browett left the Group on 29 August 2017. He was succeeded by Nick Wilkinson on 1 February 2018. The total figure for John
Browett includes £322,120 in respect of salary and benefits paid for his six-month notice period. The data for each Director for FY18 is
pro-rated by time of service as Chief Executive.
3. No LTIP awards vested to John Browett during his tenure.
4. Sir Will Adderley was succeeded by John Browett as Chief Executive on 1 January 2016. The data for each Director for FY16 is pro-rated
by time of service as Chief Executive. Sir Will Adderley’s base salary was reduced to £1 on 1 July 2015.
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Remuneration Committee report continued
Statement of change in pay
The table below sets out the increase or decrease in total remuneration for each Director compared with other colleagues.
Table 12: Change in Directors’ pay compared with annual change in average employee’s pay
Percentage change in remuneration
between FY24 and FY25
1
Percentage change in remuneration
between FY23 and FY24
1
Percentage change in remuneration
between FY22 and FY23
1
Percentage change in remuneration
between FY21 and FY22
1
Percentage change in remuneration
between FY20 and FY21
1
Salary and
fees
4
Benefits
Short-term
incentive/
Bonus
5,6
Salary and
fees
4
Benefits
Short-term
incentive/
Bonus
5,6
Salary and
fees
4
Benefits
Short-term
incentive/
Bonus
5,6
Salary and
fees
4
Benefits
Short-term
incentive/
Bonus
5,6
Salary and
fees
4
Benefits
Short-term
incentive/
Bonus
5,6
All colleagues
2,3
6.4% 0.0% 55% 7.8% 0.7% 1.8% 7.2% 1.9% (36.6%) 4.9% 0.8% (4.7%) 4.4% 0% 145.4%
Executives
Nick Wilkinson
7
2.9% 2.0% 59.9% 4.6% 5.8% (1.1%) 0.3% 0.0% (48.8%) 3.4% (4.3%) 14.6% 1.8% 3.6% 313.0%
Karen Witts 2.9% 0.0% 53.3% 4.6% 0.0% (13.6%) 0.0% 0.0% (33.7% n/a n/a n/a n/a n/a n/a
Sir Will Adderley 0.0% 0.0% — 0.0% 0.0% — 0.0% 0.0% — 0.0% 0.0% — 0% (4.8%) —
Non-Executives
Alison Brittain 2.9% — — 4.6% — — n/a — — n/a — — n/a — —
Ian Bull
10
17.8% — — 4.9% — — 3.9% — — 2.7% — — 0% — —
Kelly Devine n/a — — 4.9% — — 3.9% — — n/a — — n/a — —
Ajay Kavan
10
19.2% — — n/a — — n/a — — n/a — — n/a — —
Katharine Poulter n/a — — n/a — — n/a — — n/a — — n/a — —
William Reeve
8,9
11.9% — — 4.9% — — 3.9% — — 4.5% — — 8.4% — —
Marion Sears 4.0% — — 4.9% — — 4.0% — — 3.2% — — 0% — —
Arja Taaveniku
9
4.0% — — 4.9% — — 3.7% — — 3.2% — — n/a — —
Vijay Talwar 4.0% — — 4.9% — — 3.7% — — n/a — — n/a — —
Dan Taylor 4.0% — — n/a — — n/a — — n/a — — n/a — —
1. N/a refers to a nil value in the previous year or an incomplete prior year, meaning that the year-on-year change cannot be calculated.
2. All colleagues’ salary increases are calculated only for colleagues employed by the Group for the whole of the financial year.
3. Comparisons have been made against colleague pay across the entire Group (excluding Irish subsidiaries) as the parent company employs only one person other than the Directors and, accordingly, the percentage change is not considered a meaningful disclosure.
4. Directors’ remuneration is based on contractual salary or fees as appropriate and does not take account of the voluntary salary reductions of 90% of Nick Wilkinson between April and June 2020 inclusive, or the waiver by all other Directors of 100% of their fees for this period.
5. Short-term incentive percentage has been calculated in relation to only those colleagues eligible to receive a bonus in the period as this is considered a more appropriate comparator group. All colleagues’ short-term incentives include a one-off £250 ‘thank you’ payment to all
colleagues not usually eligible for a bonus in respect of FY20 and the ‘thank you’ payment of between £250 and £350 made to colleagues not usually eligible for a bonus in respect of FY21.
6. The difference between the increase in short-term incentives of the Directors and the ‘all colleagues’ rate reflects the strong performance of the business, and the fact that a higher proportion of the Directors’ pay is performance-related.
7. The decrease in benefits for Nick Wilkinson in FY22 is due to benefits received in lieu of holiday in FY21 which were not received in FY22.
8. The increase in William Reeve’s fee in FY21 is due to the assumption of responsibilities as Senior Independent Director.
9. William Reeve and Arja Taaveniku stepped down from the Board on 21 November 2024 and 31 December 2024 respectively. Their FY25 fees have been annualised for the purposes of this calculation.
10. The increase in Ian Bull’s and Ajay Kavan’s fee in FY25 is due to the assumption of responsibilities as Senior Independent Director and Chair of the Remuneration Committee respectively.
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Remuneration Committee report continued
CEO pay ratio
There are three permissible methods available to calculate the CEO pay ratio. We have used ‘Option
A’ which is considered the most statistically accurate method.
Table 13 shows the ratio of actual pay of Nick Wilkinson, CEO, to other colleagues (not including
those in the Republic of Ireland). The data used to identify the colleagues at 25th percentile, 50th
percentile and 75th percentile was taken on 28 June 2025. Full-year pay data has been used to
calculate these ratios and the elements included are based on the CEO single figure remuneration in
Table 1. We have used a 40-hour week in order to consistently calculate the annual salary for everyone,
converting hourly rate of pay into a full-time equivalent salary, to ensure a direct comparison.
Table 13: CEO pay ratio
Financial year Method
25th
percentile pay
50th
percentile pay
75th
percentile pay
FY25 Option A 60:1 59:1 54:1
FY25 base salary Option A £24,025 £25,267 £27,744
FY25 total pay and benefits Option A £24,593 £25,267 £27,744
FY24 Option A 73:1 70:1 64:1
FY23 Option A 93:1 87:1 67:1
FY22 Option A 124:1 121:1 112:1
FY21 Option A 204:1 204:1 186:1
FY20 (based on actual remuneration
— including Nick’s 90% pay reduction
during the period April to June 2020) Option A 54:1 47:1 38:1
FY20 (based on contractual
remuneration) Option A 62:1 53:1 43:1
Commentary:
• The pay ratio has seen a further reduction, compared to the previous year. The main difference is in
the projected LTIP outcome for FY25, which at 15% is lower than last year.
• The colleagues at the 25th, 50th and 75th percentile continue to be hourly paid colleagues,
reflective of the fact that c.80% of our colleague base are employed in hourly-paid roles.
• The median pay ratio is considered appropriate and consistent with the pay and reward policies
for the Company’s UK employees. Our remuneration strategy is based on paying median or below
vs the market for salary, to reward strong performance and focus on long-term value creation.
The CEO remuneration is reflective of this, as a larger proportion of the overall CEO package is
variable pay.
• In comparison we pay our hourly-paid colleagues median or above versus the market.
Relative spend on pay
The table below shows the all employee pay cost, returns to shareholders by way of dividends
(including special dividends) and share buyback for FY25 and FY24.
Table 14: Relative spend on pay
FY25
£’m
FY24
£’m % change
Total spend on pay 258.3 237.0 9
Ordinary dividend to shareholders 89.0 86.8 2.5
Distributions to shareholders via treasury
share purchase 14.7 — 100
Special distributions to shareholders 70.4 70.8 -0.6
Total distributions to shareholders 174.1 157.6 10.5
This information is based on the following:
• Total spend on pay — total employee costs excluding car and travel allowances and bonuses from
note 4 on pages 138 to 139.
• Dividends taken from note 7 on page 140.
Executive Director external board appointments
Nick Wilkinson is a trustee of Rewilding Britain. Karen Witts is a Non-Executive Director of Ipsen
Pharma SA. Sir Will Adderley is a Director of WA Capital Limited.
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Remuneration Committee report continued
Advisers
The UK Executive Compensation practice of Deloitte provides general advice on executive
remuneration to the Committee and access to external information and research on market data
and trends. They were appointed by the Committee following a review against other providers in
the market. Deloitte are signatories to the Remuneration Consultants’ Code of Conduct, which
requires their advice to be impartial, and they have confirmed their compliance with the Code to
the Committee.
Total fees paid to Deloitte for advice to the Committee in the year were £32,975 (FY24: £18,000)
which was a mixture of fixed fees and time spent, depending on the work conducted.
Deloitte provided other remuneration-related advice to the Company in the year, including in
relation to the operation of its share plans. Consulting teams within Deloitte (outside of its UK
Executive Compensation practice) provided non-remuneration-related consultancy services in
the year. The appointment of Deloitte was made based on Deloitte’s expertise in the particular
area, on an arm’s length basis and without reference to the fact that Deloitte also provides
remuneration advice.
Having considered the fees paid to Deloitte for non-remuneration-related work, the Committee is
satisfied that the remuneration advice that they have received from Deloitte in the year has been
objective and independent.
Statement of implementation of policy in FY26
Base salary and benefits for each of the Executive Directors with effect from 1 August 2025 are set
out in the table below.
Table 15: Executive Directors fixed remuneration
Base salary
Increase in
base salary
YoY Benefits
Increase to
benefits YoY Pension
Change to
pension
contribution
YoY
Clo Moriarty¹ £825,000 n/a £62,799 n/a 3% n/a
Karen Witts £500,058 3% £39,779 0% 3% 0%
Sir Will Adderley £1 Nil £21,549 Nil Nil n/a
Nick Wilkinson¹ £627,905 0% £53,242 0% 3% 0%
1. Nick Wilkinson and Clo Moriarty’s remuneration in the above table is based on their respective rates of remuneration, and not the actual
amounts that they will earn for the portion of FY26 for which they are in service.
Base salary
Our approach to salaries for FY26 is summarised in the table above and described in the Annual
Statement from the Chair of the Committee.
Pension
The pension entitlement for Nick Wilkinson, Clo Moriarty and Karen Witts is 3% of base salary, which
is in line with the current workforce average.
FY26 annual bonus
Clo Moriarty will participate in the FY26 annual bonus at the level of 150% of salary, pro-rated to
reflect her period of service. Karen Witts has been awarded a bonus opportunity of up to 125% of
base salary. Nick Wilkinson has been awarded a bonus opportunity of up to 150% of salary pro-rated
to reflect the period for which he is with the business. As described in the Committee Chair’s Annual
Statement, the previous ESG measure has been replaced with a Customer Satisfaction measure.
The Committee has also decided to align the threshold vesting for the PBT and sales measures at
10%, compared to the FY25 approach of 10% for sales and 5% for PBT.
Measure Weighting Vesting
PBT 50% 10% at threshold increasing to 50% at target.
Sales 25% As above.
Customer satisfaction 10% Assessed on a quarterly basis. An equal weighting will
be given to each quarter, with vesting based on a
simple ‘pass/fail’ approach.
Strategic and personal
targets aligned to the
Group strategy
15% Vesting determined by the Committee’s assessment
of the extent to which targets have been met.
The sales and PBT targets are set taking into account market consensus and broker expectations.
The Customer Satisfaction measure requires a year-on-year improvement compared to the score for
the corresponding quarter in the previous year. The actual financial and strategic/personal targets
have not been disclosed at this time as they are commercially sensitive. The targets and an assessment
of the extent to which they have been achieved will be disclosed in next year’s Remuneration
Committee report.
Clo Moriarty and Karen Witts have contractually committed that two-thirds of the bonus earned
(after payment of income tax and National Insurance) will be invested in Dunelm shares, to be held
for the duration of employment. This is also in line with our Policy. Shares held on termination of
employment will be retained for up to a minimum of two years as required by the shareholding
requirements set out in the Policy.
Sir Will Adderley has asked that he not be considered for a bonus award.
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Remuneration Committee report continued
LTIP FY26—28
In line with our 2023 Remuneration Policy, an award is expected to be made in October 2025
under the LTIP over shares to the value of 225% of salary to Clo Moriarty pro-rated to reflect her
period of service and 200% of salary to Karen Witts. No LTIP award will be granted to Nick Wilkinson.
The award will vest, subject to continued employment, on the third anniversary of the grant date, to
the extent that the performance conditions have been met. All of the vested shares (after sales to
cover tax and National Insurance liability on exercise) must be retained for two years after vesting,
after which one-third of these may be sold and the remainder must be retained for the duration of
employment. Shares held on termination of employment will be retained for a minimum of two years
as required by the shareholding requirements set out in the Policy. Our current intention is that the
FY26-28 LTIP awards will be granted in line with our standard approach (with the number of shares to
be awarded based on the average share price for the three business days preceding grant). This is in
addition to the performance underpin and review of the final outturn to ensure it is warranted based
on shareholder experience over the performance period.
The performance criteria that will apply to the award were set by the Committee in line with the 2023
Remuneration Policy. The targets are as follows:
Performance measures
Percentage of this element of the FY26-28 award vesting¹ Nil
Threshold
(10% vesting in
the case of the
EPS measure,
25% vesting in
the case of the
TSR measure)
On-target
50%
Maximum
100%
FY28 Diluted EPS (75%) Less than
79.2p
79.2p 89.9p 101.7p
Relative Total Shareholder Return² (25%) Below
median
Median n/a Upper
quartile
1. Performance between each of these percentage thresholds will be calculated on a straight-line basis.
2. Relative Total Shareholder Return versus the constituents of the FTSE 350 excluding financial services companies and investment trusts,
with a three-month averaging period applied at the start and end of the performance period.
The LTIP targets themselves were chosen because they are aligned to our strategy and
long-term ambitions.
Sharesave
An invitation will be issued in October 2025 to all eligible employees to apply for options to be
granted under the Sharesave scheme at a 20% discount to the average closing market price of
Dunelm shares on the three dealing days preceding the issue of the invitation. The maximum
monthly savings will be £500 per month. Executive Directors employed at the eligibility date may
apply for Sharesave options, subject to the plan rules.
Non-Executive Directors fees for FY26
Fees for the Non-Executive Directors were increased with effect from 1 August 2025 to the fee levels
set out below.
Table 16: Non-Executive Directors fees
Position
Base fee
£
Increase in fee
YoY
Chair 358,264 3%
Non-Executive Director base fee 62,830 3%
Audit and Risk Committee Chair
1
15,450 3%
Remuneration Committee Chair
2
15,450 3%
Senior Independent Director
1
11,330 3%
1. Ian Bull receives the fee for holding the role of Senior Independent Director in addition to receiving the fee for chairing the Audit and
Risk Committee.
2. Ajay Kavan receives the fee for chairing the Remuneration Committee.
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Remuneration Committee report continued
Statement of shareholder voting at AGM
At the Annual General Meeting on 21 November 2024, the total number of shares in issue with voting
rights (excluding treasury shares) was 202,570,647. Details of voting on the FY24 Directors’
Remuneration Report are set out below:
Resolution
Votes
for
% of
votes cast
Votes
against
% of
votes cast
Votes
withheld
%
withheld
Approve Directors’
Remuneration Report 178,411,057 99.29% 1,283,066 0.71% 71,397 0.04%
At the Annual General Meeting on 16 November 2023, the total number of shares in issue with voting
rights (excluding treasury shares) was 201,949,888. Details of voting on the Directors’ Remuneration
Policy are set out below:
Resolution
Votes
for
% of
votes cast
Votes
against
% of
votes cast
Votes
withheld
%
withheld
Approve Directors’
Remuneration Policy 178,045,253 99.12 1,573,989 0.88 402,092 0.20
Gender pay disclosures
Dunelm’s purpose is ‘To help create the joy of truly feeling at home, now and for generations to
come.’ We want everyone to feel that Dunelm is a place for them, and this applies as much to our
colleagues as to our customers. Diversity, inclusion, and more generally the wellbeing of our
colleagues, are high on our agenda. We want all colleagues to feel they can grow with Dunelm and
that they are welcome. Improving our gender balance remains one of our commitments.
The Committee supports gender pay reporting and the actions taken in the business to drive gender
balance, supporting a culture of inclusion. Dunelm published its seventh Gender Pay Gap Report in
April 2025, and an overview is provided in our Sustainability Report 2025. Both documents are
available to download at corporate.dunelm.com.
Engaging with our colleagues on pay
The National Colleague Voice (NCV) allocated a full meeting in May 2025 to a discussion on pay and
reward. The meeting was well attended by representatives from across the business with an equal
gender split of male/female and ethnic diversity representation of 20%. The meeting was led by
members of our People Team who were joined by Alison Brittain, Chair of our Board and Ajay Kavan,
Chair of the Committee.
The meeting was arranged in three segments. The People and Stores Director provided some
context around the economy and the retail industry. Ajay Kavan then explained the role of the
Remuneration Committee and how it operates. He explained how the Committee considers
strategy, performance and the external environment when setting Executive remuneration and
aligns its decision-making with our remuneration principles, with a view to ensuring that these
principles are applied throughout the business. Finally, there was a broader update on pay and
reward, followed by a discussion on key observations from the colleague ‘pulse’ survey on that topic.
The group then broke into smaller sessions to explore the following focus areas: Executive
remuneration, pay reviews and the value of colleagues’ benefits packages. Key feedback from the
breakout sessions included a positive response to pay reviews and the quality and timeliness of its
communication. There was recognition of health benefits as being the most valued by colleagues,
alongside a desire for greater flexibility and enhanced provisions, especially around dental support
and parental leave.
A summary of the discussions was shared with the Board, which welcomed the high level of
participation and openness of the debate. For more information on the NCV and its other activities
during the year see page 18.
Approved by the Board on 9 September 2025.
Ajay Kavan
Chair of the Remuneration Committee
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Remuneration Committee report continued
Directors’ Remuneration Policy
Our current binding Remuneration Policy was approved by shareholders at the Annual General Meeting on 16 November 2023 with over 99% of votes in favour. We remain confident that it aligns with our
strategic goals, investor sentiment and market practice, as well as our shared values, which include ‘long-term thinking’ and to ‘act like owners’, in keeping with the family origin of the business.
The Committee has ensured that the Policy and practices are consistent with the factors set out in Provision 40 of the UK Corporate Governance Code:
Clarity and Simplicity Predictability
• We operate a simple, sustainable, and transparent remuneration structure.
• Performance targets for variable pay are linked to our strategy.
• Performance requirements are clearly disclosed and transparent and we provide detailed
disclosures of the relevant performance assessments and outcomes for our stakeholders
to consider.
• Engagement is welcomed from stakeholders throughout the year.
• A National Colleague Voice meeting (see page 104) is dedicated to providing clarity to colleagues
and inviting discussion on our approach to executive pay.
• Where discretion may be exercised, this is clearly stated in the Policy.
Risk Proportionality
• The Committee is comfortable that the Company’s incentive arrangements do not encourage
inappropriate risk-taking.
• Our Policy includes (i) balanced use of short- and long-term incentives, (ii) the ability for the
Committee to apply discretion and judgement to outcomes, (iii) malus and clawback provisions,
and (iv) the majority of the variable remuneration of the Executive Directors is paid in shares which
are subject to in-employment and post-employment shareholding requirements.
• Our variable pay arrangements include the ability on the part of the Committee to adjust formulaic
vesting outturns so that vesting levels can be aligned with overall performance.
• Shareholding requirements apply both during and after employment to promote alignment with
the longer-term interests of shareholders and longer-term performance.
• Variable pay arrangements include malus and clawback provisions.
• Our Policy is drafted with clear consideration of the need to ensure that total remuneration fairly
reflects performance and enables meaningful and appropriate targets to be set with a significant
proportion linked to long-term shareholder value.
• A significant proportion of the Executive Directors’ remuneration is subject to performance
conditions and awarded in shares to ensure alignment with shareholders’ interests.
Alignment to culture
• The Committee ensures that our incentive structure drives the right behaviours and reinforces the Group’s purpose and shared values.
• Alignment is reflected in the approach to performance measures used in our incentive schemes, for example (i) financial targets under the annual bonus and LTIP are the same for all management,
regardless of seniority, linking everyone’s contribution to a shared Group financial outcome; (ii) strategic targets require our Executive Directors and senior leadership to work together to deliver growth
and value to the benefit of our stakeholders; and (iii) non-financial performance measures continue to focus on ensuring that participants ‘do the right thing’, including delivery of our sustainability strategy.
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The policy report
The Policy sets out the structure of remuneration for Directors of the Company. It was approved
by shareholders at the 2023 AGM and is set out in full below except that, in line with the applicable
regulations, the illustrative performance scenarios have not been included and other changes have
been made to reflect elements of Karen Witts’ recruitment remuneration that are no longer relevant.
Sir Will Adderley has requested that he not be considered for participation in the annual bonus or LTIP.
The full policy can also be found on our corporate website: corporate.dunelm.com
Executive Directors
Base Salary
Purpose and link to
strategic objectives
• Fixed remuneration for the role.
• To attract and retain the high calibre talent necessary to develop
and deliver the business strategy.
• Reflects the size and scope of the Executive Director’s
responsibilities.
Operation • Normally paid monthly.
• Base level set in the context of:
— Pay for similar roles in companies of similar size and complexity
in the relevant market.
— Scale and complexity of the role.
• Should comprise a minority of potential remuneration.
Maximum opportunity • Reviewed annually, with percentage increases usually in line with
or below the Group-wide review unless other circumstances
apply, such as:
— A significant change in the size, scale or complexity of the role
or of the Group’s business.
— Development and performance in role (for example, on a new
appointment, base salary might be initially set at a lower level
with the intention of increasing over time).
• The Committee does not consider it to be appropriate to set
a monetary limit on the maximum base salary that may be paid
to an Executive Director within the terms of this Policy.
Performance metrics • None, although performance of the individual is considered at
the annual salary review.
Retirement benefits
Purpose and link to
strategic objectives
• To provide a competitive post-retirement benefit.
• To attract and retain the high calibre talent necessary to develop
and deliver the business strategy.
Operation • Contribution to a defined contribution plan or a cash allowance
in respect of some or all of the contribution that would otherwise
be made to a pension plan.
Maximum opportunity • An amount as a percentage of base salary not exceeding the
maximum rate available to the majority of the wider workforce
(currently 3%).
Performance metrics • None.
Benefits
Purpose and link to
strategic objectives
• To provide a competitive benefits package.
• To attract and retain the high calibre talent necessary to develop
and deliver the business strategy.
Operation • A range of benefits are provided which may include car or
allowance; private health insurance for the individual and their
family; permanent health cover; life assurance; mobile phone;
use of a car and driver in connection with the role or an
appropriate travel allowance; and colleague discount.
• Additional benefits, such as relocation expenses, housing
allowance and school fees may also be provided in certain
circumstances if considered reasonable and appropriate by
the Committee.
• For non-UK Executives (none at present) the Committee
may consider additional allowances in accordance with
standard practice.
Maximum opportunity • The Committee reserves the right to provide such benefits as
it considers necessary to support the strategy of the Group.
• The Committee does not consider it to be appropriate to set
a maximum cost to the Group of benefits to be paid.
Performance metrics • None.
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Executive Directors continued
Bonus
Purpose and link to
strategic objectives
• Rewards and incentivises delivery of annual financial, strategic
and personal targets.
Operation • The amount of the bonus earned is determined after the results
for the financial year have been audited, subject to performance
targets having been met. The Committee has discretion to
adjust the bonus payout upwards or downwards if it considers
that the formulaic outturn does not reflect its assessment of the
overall financial or non-financial performance of the participant
or the Group, or is inappropriate in the context of circumstances
that were unexpected or unforeseen at the start of the relevant
year, or is inappropriate for any other reason.
• At least two-thirds of any bonus earned will be either subject to
a requirement that the after-tax amount is invested in Dunelm
shares or will be granted in the form of a share bonus award
on a pre-tax basis. Any shares acquired pursuant to such a
requirement are subject to retention provisions as set out in
the ’Shareholding requirements’ section below.
Maximum opportunity • Maximum opportunity: 150% of base salary per annum.
• The combined annual bonus and LTIP opportunities for any
year may not exceed: (a) 375% of salary in the case of the
Company’s CEO; and (b) 325% of salary in the case of any other
Executive Director.
• Where bonus awards are granted as share awards, dividend
accruals may be made in respect of dividends paid during the
vesting period applicable to an award. Any such dividend
equivalents will ordinarily be paid in shares.
Bonus
Performance metrics • Stretching performance targets are set each year. Performance
targets for the Executive Directors may be based on financial
objectives and/or strategic objectives and/or personal goals set
by the Committee annually.
• Financial objectives may include, but are not limited to,
budgeted PBT for the financial year.
• The strategic objectives will vary depending on the specific
business priorities in a particular year.
• The Committee will determine the weighting of performance
measures for any year based on specific business priorities for
the year. Ordinarily, at least 50% of the annual bonus for
Executive Directors will be subject to financial objectives.
• Subject to the Committee’s discretion to override formulaic
outturns, for financial measures typically up to 10% of the
maximum opportunity will be earned for threshold
performance, and for on-target performance up to 50% of the
maximum opportunity will be earned, and for exceeding
on-target performance up to 100% of the maximum
opportunity will be earned. Bonuses will typically be earned
between threshold and on-target and between on-target and
maximum on a straight-line basis.
• For strategic measures and personal goals, vesting of the bonus
will be determined by the Committee between 0% and 100%
based on its assessment of the extent to which the relevant
metrics or objectives have been met.
• Awards are subject to recovery provisions (malus and clawback)
as set out below.
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Executive Directors continued
Long-Term Incentive Plan
Purpose and link to
strategic objectives
• Supports delivery of strategy by requiring the achievement
of appropriate targets and objectives which will normally
include a measure based on EPS.
• Rewards strong financial performance and sustained increase
in shareholder value over the long term.
• Aligns with shareholder interests through the delivery of shares,
with share retention requirements as set out below.
Operation • Awards (which can take the form of a conditional award, nil-cost
option or nominal value option) are made annually, with vesting
subject to performance, usually assessed following the end of
a performance period of three years, followed by a ‘Holding
Period’ of two years. The Holding Period may operate on the
basis of: (i) the award vesting following assessment of
performance but that, other than as regards sales of shares to
cover tax liabilities, shares acquired must be retained until the
end of the Holding Period; or (ii) vesting being deferred until the
end of the Holding Period.
• Shares acquired are then subject to retention provisions as set
out in the ’Shareholding requirements’ section below.
• The Committee has discretion to adjust the LTIP vesting
outturn upwards or downwards if it considers that the formulaic
output does not reflect its assessment of the overall financial
or non-financial performance of the participant or the Group,
or is inappropriate in the context of circumstances that were
unexpected or unforeseen at grant, or is inappropriate for any
other reason.
Maximum opportunity • The maximum award for an Executive Director in respect of any
financial year is an award over shares with a value (as determined
by the Committee) of 250% of salary.
• The combined annual bonus and LTIP opportunities for any
year may not exceed: (i) 375% of salary in the case of the
Company’s CEO; and (ii) 325% of salary in the case of any
other Executive Director.
• Dividend accruals may be made in respect of dividends paid
during the performance period applicable to an award and up
to the vesting date. Payment would only be made in respect of
shares vesting after applying performance criteria. Any such
dividend equivalents will ordinarily be paid in shares.
Long-Term Incentive Plan
Performance metrics • The Committee will determine the weighting of performance
measures for any year. For at least 75% of an award, vesting will
be subject to the satisfaction of one or more financial measures,
which will normally include a measure based on EPS. The balance
of the award vesting will be subject to one or more other financial,
strategic, environmental, social or governance measures.
• The Committee considers the targets annually taking into
account a range of factors which will include the Group’s plans,
external forecasts and the overall business environment.
• Subject to the Committee’s discretion to override formulaic
outturns, for financial measures typically up to 10% of an award
will vest for threshold performance (the lowest level of
performance at which awards will vest), rising to up to 50% for
achieving a stretching level of ‘on-target’ performance and to
100% for achieving or exceeding a stretch level of performance.
Vesting between threshold and on target and between
on-target and maximum will typically be on a straight-line basis.
• For strategic, environmental, social or governance measures,
vesting will be determined by the Committee between 0% and
100% based on its assessment of the extent to which the
relevant measures have been met.
• Awards are subject to recovery provisions (malus and clawback)
as set out below.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
108

Remuneration Committee report continued
Executive Directors continued
All employee share plan (Sharesave)
Purpose and link to
strategic objectives
• Promotes share ownership by all eligible colleagues (including
Executive Directors).
Operation • All UK employees with a minimum service requirement are
eligible to join the UK tax qualifying Dunelm Group Savings
Related Share Option Plan (the Sharesave). Employees outside
the UK are eligible to join an equivalent plan which is not
tax qualifying.
• Monthly savings are made over a period of three years (or such
other period as may be permitted by the applicable UK tax
legislation) linked to the grant of an option over Dunelm shares
at a discount of up to 20% to the market price (or such other
amount as permitted by the applicable UK tax legislation) at the
date of invitation to join the plan.
• Invitations are normally issued annually at the discretion of the
Committee, which also has discretion to set the minimum
service requirement, maximum discount, maximum monthly
savings and any other limits within the terms of the plan rules.
Maximum opportunity • Maximum participation limits reflect the limits prescribed by
the applicable UK tax legislation from time to time. Currently
the maximum limit is savings of £500 per month.
Performance metrics • None.
Shareholding requirements
To align the interests of Executive Directors with
those of shareholders and to promote long-term
thinking, the Committee has adopted
shareholding requirements which apply both
during employment and for a period following
employment, as set out below. The Committee
retains the right to waive or relax the retention
requirements in respect of shares acquired
pursuant to annual bonus deferral arrangements
or following the end of the Holding Period
applying to any LTIP award granted after 1 July
2020 if the Executive Director meets the required
level of shareholding during employment. The
Committee also retains the right to waive or relax
any element of the shareholding requirements
in exceptional circumstances, such as death,
divorce, ill health or severe financial hardship.
Shareholding requirements during
employment
• Executive Directors are expected to make a
personal investment in Dunelm shares on
appointment as an Executive Director (subject
to closed periods).
• Each Executive Director is required to build
a beneficial holding of shares with a value
(as a percentage of salary) equal to the higher
of: (i) their normal annual LTIP grant; and (ii)
200% of salary. Executive Directors are
ordinarily expected to achieve this holding
within five years from appointment. Shares
subject to: (i) LTIP awards which are exercisable
but which have not been exercised; (ii) LTIP
awards for which the performance assessment
has been carried out but for which vesting is
deferred until the end of the Holding Period;
and (iii) share bonus awards, count towards this
requirement on a net of assumed tax basis.
• Any shares acquired pursuant to required
annual bonus deferral arrangements must be
retained during employment, other than any
shares sold to cover associated tax liabilities.
• Following the end of the Holding Period
applying to any LTIP award granted after 1 July
2020, an Executive Director must retain at least
two-thirds of the shares acquired, other than
any shares sold to cover associated tax liabilities.
Shareholding requirements following
termination of employment
Following termination of their employment for
any reason, an Executive Director must retain
for two years shares equal to the lower of the
shareholding requirement applicable to them
during employment, and their actual shareholding
on departure. This is a contractual requirement
set out in each Director’s service contract. The
Company also reserves the right to require share
certificates to be lodged in its custody.
Payment of fixed remuneration in shares
The Company may deliver any element of fixed
remuneration for an Executive Director in shares
rather than in cash or any other form in which it is
usually provided. The number of shares delivered
would have a value equal at the relevant time to
the value of the fixed remuneration being
delivered in shares.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
109

Remuneration Committee report continued
Recovery provisions (malus and clawback)
The annual bonus (including any granted as a
share award) and LTIP are subject to recovery
provisions as set out below.
Malus provisions apply which enable the
Committee to determine before the payment of
an annual bonus or the vesting of an LTIP award,
that the bonus opportunity or LTIP award may be
cancelled or reduced.
Clawback provisions apply which enable the
Committee to determine for up to three years
following the payment of a cash bonus or the
assessment of the performance outturn for an
LTIP award, that the amount of the bonus paid
may be recovered and the LTIP or share bonus
award may be cancelled or reduced (if it has not
been exercised) or recovery may be applied to
it (if it has been exercised).
The malus and clawback provisions may be
applied in the event of:
• a material misstatement of any Group
company’s financial results;
• a material error in assessing a performance
condition applicable to the award or in the
information or assumptions on which the
award was granted or vests;
• a material failure of risk management in any
Group company or a relevant business unit;
• serious reputational damage to any Group
company or a relevant business unit;
• serious misconduct or material error on the
part of the participant;
• a material corporate failure as determined by
the Board;
• fraud; or
• any other circumstances which the Committee
in its discretion considers to be similar in their
nature or effect to those set out above.
Salary, pension, benefits and Sharesave options
are not subject to recovery.
Non-Executive Directors
Fees and appropriate benefits
Purpose and link to
strategic objectives
• To attract and retain a high calibre Chair and Non-Executive
Directors by offering competitive fee levels and, where relevant,
appropriate benefits.
Operation • Fees for the Chair are set by the Committee. Fees for Non-
Executive Directors are set by the Board. No Director
participates in any decision relating to their own remuneration.
• The Chair is paid an all-inclusive fee for all Board responsibilities.
The Non-Executive Directors receive a basic fee, with
supplemental fees for additional Board responsibilities.
• The level of fee reflects the size and complexity of the role and
the time commitment.
• Fees are normally reviewed annually, having regard to a range
of factors, including increases in remuneration across the Group.
In addition, a periodic review is undertaken against market rates
and taking into account time commitment and any change in
size, scale or complexity of the business.
• The Group’s colleague discount is available to the Chair and
Non-Executive Directors. In addition, they may receive benefits
such as travel, accommodation and other reasonable expenses
incurred in the fulfilment of their duties, which may be ‘grossed
up’ to reflect any tax liabilities associated with the benefits.
Additional benefits may be provided where considered
appropriate. The Chair and Non-Executive Directors do not
participate in any incentive scheme.
Maximum opportunity • The maximum to be paid by way of fees to the Non-Executive
Directors is set out in the Company’s Articles of Association as
amended from time to time.
Performance metrics • None.
The Committee may make minor changes to this Policy which do not have a material advantage to
Directors, to aid its operation or implementation without seeking shareholder approval but taking
into account the interests of shareholders.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
110

Remuneration Committee report continued
Performance measures and how they
are set
The Committee selects performance measures
that it believes are:
• aligned with the Group’s strategic goals and
set, where relevant, taking into account market
consensus and individual broker expectations.
For the LTIP, financial measures will normally
include EPS which the Committee considers to
be the most appropriate measure for medium-
term performance, aligned with our growth
ambitions and continuing to win market share;
• unambiguous and easy to calculate; and
• transparent to Directors and shareholders.
For both the annual bonus and the LTIP, the
Committee reserves the right to vary or
substitute any performance measure if justified
by the circumstances, for example if there was
a significant transaction.
Performance measures for the annual bonus
for FY26 are set out on page 102. Performance
measures for the LTIP awards proposed to
be granted in respect of FY26 are set out on
page 103.
Service contracts and loss of office payments
All of the Executive Directors have service
contracts. The notice period for termination for
Sir Will Adderley is 12 months from either party,
and for Nick Wilkinson and Karen Witts is six
months from either party.
In connection with her joining Dunelm and as
disclosed in the Directors’ Remuneration Report
for the year ended 2 July 2022, Karen Witts is
entitled to an allowance of £1,500 per month
to cover the cost of rent on a property close to
Dunelm’s offices in Leicester and/or other
expenses and travel costs.
If the Company terminates the employment
of an Executive Director it would honour its
contractual commitments. If termination was
with immediate effect, a payment in lieu of
notice may be made. The Committee may apply
mitigation in respect of any termination payment.
Details in relation to the service contracts for
Executive Directors are set out in Table 6 on
page 97 of the Annual Report on Remuneration.
Bonus
The Committee has discretion to make a
payment to a ‘good leaver’ (as determined by
the Committee) in respect of any annual bonus.
Any such bonus would normally be pro-rated to
the period of active service during the relevant
financial year. Ordinarily, any bonus would be
subject to deferral into shares in the usual way;
however, the Committee retains discretion not
to apply deferral in appropriate circumstances.
Share bonus awards will lapse on termination
of employment before vesting other than in the
event of death, serious ill health and any other
reason at the discretion of the Committee. If an
award does not lapse, the Committee will
determine whether it vests on termination or
at the ordinary vesting date.
LTIP
If a participant leaves the employment of the
Group, the following provisions apply to awards
granted under the LTIP:
• awards in the form of options that have vested
but have not yet been exercised may be
exercised within six months of cessation of
employment (12 months in the case of death);
• except in the case of dismissal for gross
misconduct, awards which have not yet vested,
but where the performance period has
elapsed, may vest at the relevant vesting date.
The Committee has discretion to vest the
award earlier but would only use this in
exceptional circumstances (such as ill-health).
In the event of death, unless the Board
determines otherwise, vesting will be as soon
as practicable. In the case of an option, the
option must be exercised within six months of
vesting (or 12 months in the case of death), to
the extent that the performance conditions
have been met; and
• if the participant leaves the Group before an
award has vested and before the performance
period has elapsed, the award will usually
lapse. However, if the participant ceases
employment due to ill-health, injury or
disability or if the Committee exercises its
discretion to treat the participant as a ‘good
leaver’, the award will be retained and vest at
the normal vesting date. The Committee has
discretion to vest the award earlier, but would
only use this in exceptional circumstances
(such as ill-health). In the event of death, unless
the Board determines otherwise, vesting will
be as soon as practicable. In the case of an
option, the option may be exercised within six
months of the relevant vesting date (or 12
months in the case of death). Any vesting
would be subject to assessment of the
performance conditions (and the exercise of
any discretion to vary formulaic outturns in line
with the Policy) and, unless the Committee
determined otherwise, a reduction to reflect
the proportion of the performance period that
had elapsed at cessation.
In all cases, LTIP awards would be subject to the
applicable malus and clawback provisions.
Sharesave
If a participant leaves the Group, options
granted under the Sharesave will normally lapse,
but may be exercised within six months from the
cessation of employment due to injury, disability,
retirement, or redundancy (or 12 months in the
case of death), or the employing company
leaving the Group or, provided that the option
has been held for at least three years, cessation
for any other reason (apart from dismissal by
the Company).
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
111

Remuneration Committee report continued
Non-Executive Directors’ letters
of appointment
Non-Executive Directors have letters of
appointment. The term is for an initial period of
three years with a provision for termination on
one month’s notice from either party, or three
months’ notice from either party in the case of
the Chair. Letters are renewed for up to two
additional three-year terms, and then renewed
annually. The letter of appointment will terminate
without compensation if the Director is not
reappointed at the AGM.
Details in relation to the letters of appointment
are set out in Table 6 on page 97 of the Annual
Report on Remuneration.
Other payments
The Committee reserves the right to make any
other payments in connection with a Director’s
cessation of office or employment where the
payments are made in good faith in discharge of
an existing legal obligation (or by way of damages
for breach of such an obligation) or by way of
settlement of any claim arising in connection
with the cessation of a Director’s office or
employment or for any fees for outplacement
assistance and/or the Director’s legal and/or
professional advice fees in connection with their
cessation of office or employment. In appropriate
circumstances, the Committee may continue the
provision of certain benefits (for example health
insurance) for a period following cessation.
Change of control and other
corporate events
Share bonus awards
Share bonus awards will vest on a change of
control or winding up of the Company before
the originally anticipated vesting date.
LTIP
The following provisions apply to awards made
under the Long-Term Incentive Plan in accordance
with the plan rules if there is a change of control
or winding up of the Company:
• any vested but unexercised options may
be exercised;
• any unvested awards in respect of which
the performance period has ended and to
which the performance condition has been
applied will vest and, in the case of options,
may be exercised;
• any unvested awards in respect of which the
performance period has not ended may vest
and, in the case of options, be exercised at
the discretion of the Committee, subject to
any adjustment to take into account the
amount of time that has elapsed through the
performance period (unless the Committee
decides not to apply a time-based reduction)
and the extent to which any performance
criteria have been met (and the exercise of any
discretion to vary formulaic outturns in line
with the Policy table); and
• the Executive Director may agree that their
awards are ‘rolled over’ into shares of the
acquiring company as an alternative.
If the Company has been or will be affected by any
demerger, dividend in specie, special dividend
or other transaction which will adversely affect
the current or future value of any awards under
the LTIP or any share bonus awards, the plan
rules allow the Committee, acting fairly and
reasonably, to determine the extent to which any
awards should vest and the period within which
options may be exercised.
Sharesave
Sharesave options may be exercised within six
months following a change of control or winding
up of the Company, using savings in the
participant’s account at the date of exercise.
The participant may agree that their awards are
‘rolled over’ into shares of the acquiring
company as an alternative.
Operation of share plans
All discretions available under the Company’s
share plan rules will be available under this
Policy, except where explicitly limited under this
Policy. This includes that:
• the Committee may amend the terms of
awards and options under the Company’s
share plans in accordance with the plan rules
in the event of a variation of Dunelm’s share
capital or a demerger, special dividend or
other similar event or otherwise in accordance
with the rules of those plans; and
• awards may be settled, in whole or in part,
in cash, although the Committee would only
settle an Executive Director’s award in cash in
exceptional circumstances, such as where
there is a regulatory restriction on the delivery
of shares, or in connection with the settlement
of tax liabilities arising in respect of the award.
Executive pay and the pay of other colleagues
The remuneration principles set out on page 87
are applied consistently to pay throughout
the Group.
Pay for all colleagues is set at a level that is fair for
the role and responsibilities of the individual,
and is designed to attract and retain high calibre
talent that is needed to deliver the Group’s
strategy, without paying too much.
The remuneration of Executive Directors is more
heavily weighted towards variable pay than for
other colleagues, so that a greater part of their
pay is linked to successful delivery of strategy
and aligned with shareholders. They are also
required to build and maintain a shareholding
in the Company as set out above.
The remuneration of colleagues below the
Board (including participation in the LTIP)
reflects the seniority of the role, market practice
and the ability of the individual to influence
Group performance.
All colleagues who have met a minimum service
requirement (usually three months or less) are
encouraged to participate in the Sharesave plan,
which enables them to become shareholders
at a discounted rate. Participation is usually
offered annually at the maximum price discount
permitted (currently 20%), at the discretion of
the Committee.
In setting the policy for the Executive Directors’
remuneration, the Committee takes note of the
overall approach to remuneration in the Group.
Although the Committee does not formally
consult with employees when setting the Policy,
details of how it engages with colleagues on pay
are set out on page 104.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
112

Remuneration Committee report continued
Shareholder views
The Board is committed to ongoing engagement
with shareholders in respect of all governance
matters, including executive remuneration.
We consulted with shareholders in relation to
the current Policy including, in particular, our
approach to variable pay and shareholding
requirements for Executive Directors. We were
pleased with the level of engagement from
shareholders and for the support shown for our
proposals, which we finalised having regard to
feedback received.
Approach to recruitment remuneration
The Committee will apply the principles set out
below when agreeing a remuneration package
for a new Executive Director (whether an
external candidate or an internal promotion).
• the package must be sufficient to attract and
retain the high calibre talent necessary to
develop and deliver the Group’s strategy;
• no more should be paid than is necessary;
• pension provision will be in line with the Policy
table; and
• the Committee reserves the discretion to
make appropriate remuneration decisions
outside the standard policy to meet the
individual needs of the recruitment provided
the Committee believes the relevant decisions
are in the best interests of the Group.
Circumstances in which the Committee might apply
its discretion to make appropriate remuneration
decisions as referenced above include:
• where an interim appointment is made on a
short-term basis, including where the Chair or
another Non-Executive Director has to assume
an executive position;
• where employment commences at a time in
the year when it is inappropriate to provide
a bonus or share incentive award as there is
insufficient time to assess performance, the
quantum for the subsequent year might be
increased proportionately instead; and
• an executive is recruited from a business or
location that offered benefits that the
Committee considers it appropriate to ‘buy
out’, or which the Committee considers it
appropriate to offer.
Examples of remuneration decisions that the
Committee may make are set out below:
• it may be appropriate to offer a lower salary
initially, with a series of increases to reach the
desired salary over a period of time, subject
to performance;
• the Committee may also alter the performance
criteria applicable to the initial annual bonus or
LTIP award so that they are more applicable to
the circumstances of the recruitment;
• an internal candidate would be able to retain
any outstanding variable pay awarded in
respect of their previous role that pays out in
accordance with its terms of grant; and/or
• appropriate costs and support will be
provided if the recruitment requires the
relocation of the individual.
The maximum level of variable pay that could be
awarded to a new Executive Director in the first
year of employment, excluding any buyout
arrangements, would be 375% of salary as set out
in the Policy table. The Committee would explain
the rationale for the remuneration package in
the next Annual Report of the Company.
In addition, on hiring an external candidate the
Committee may make arrangements to buy out
remuneration that the individual has forfeited
on leaving a previous employer. The Committee
will generally seek to structure buyout awards and
payments on a comparable basis to remuneration
arrangements forfeited. These awards or
payments are excluded from the maximum level
of variable pay referred to in the Policy; however,
the Committee’s intention is that the value
awarded or paid would be no higher than the
expected value of the forfeited arrangements.
In order to implement the arrangements
described, the Committee may rely on the
exemption in UK Listing Rule 9.3.2, which allows
for the grant of share or share option awards to
facilitate, in unusual circumstances, the
recruitment of a Director.
The Committee does not intend to use any
discretion in this section to make a
non-performance-related incentive payment
(for example a ‘golden hello’).
On the appointment of a new Chair the fee will
be set taking into account the experience and
calibre of the individual and pay for similar roles
in companies of similar size and complexity in
the market. The fees for any newly appointed
Non-Executive Director would be set in
accordance with the Policy table on page 110.
No share incentives or performance-related
incentives would be offered.
Legacy remuneration arrangements
The Committee reserves the right to make
remuneration payments and payments for loss
of office (including exercising any discretion
available to it in connection with any such
payment) notwithstanding that they are not in
line with the Policy set out above where the
terms of payments were agreed:
• before the Policy came into effect (provided
that, in the case of any payments agreed on or
after 11 November 2014 they are in line with
any applicable shareholder approved
Directors’ remuneration policy in force at the
time they were agreed or were otherwise
approved by shareholders); or
• at a time when the relevant individual was not
a Director of the Company (or other person to
whom the Policy set out above applies) and,
in the opinion of the Committee, the payment
was not in consideration for the individual
becoming a Director of the Company (or other
such person).
For these purposes, ‘payments’ includes the
satisfaction of variable remuneration and, in
relation to an award over shares, the terms of the
payment are ‘agreed’ no later than the time the
award is granted.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
113

Compliance with the UK Corporate Governance Code
How we comply with the UK
Corporate Governance Code 2018
The Board is responsible for demonstrating how the governance of the Company
contributes to its long-term sustainable success.
This Governance report from pages 59 to 119
explains how the Company has applied the
Principles of the UK Corporate Governance
Code 2018 (the ‘Code’) issued by the Financial
Reporting Council and available at www.frc.org.uk.
These Principles are applied to Dunelm (Soft
Furnishings) Ltd through the Group’s governance,
risk management and internal control structure.
The Corporate Governance Code 2024 will
apply to the Company from FY26, and compliance
with the 2024 code will be reported in next year’s
Annual Report and Accounts.
The Board acknowledges that with Ajay Kavan’s
appointment as Chair of the Remuneration
Committee on 16 November 2024 the Company
did not comply with provision 32 of the Code.
Ajay had served less than 12 months on a
remuneration committee prior to his appointment.
For further details see page 91.
Save for the above, the Board is pleased to
confirm that during the year ended 28 June
2025, the Company applied the Principles and
complied fully with all the Provisions of the Code
throughout the year.
Further information on compliance with the
Code can be found throughout this Corporate
Governance report, the Strategic report and
Committee reports signposted as follows:
Board leadership and
company purpose
An effective and entrepreneurial Board
which promotes the long-term
sustainable success of the Company.
s.172(1) statement — page 21
Directors and officers — page 61
Assessing Board effectiveness
— page 78
Alignment of our purpose, values,
culture and strategic objectives.
Our strategy — page 5
CEO’s review — page 24
Board dashboard and activities
— page 64
Our culture and values — page 68
Our governance and risk management
framework.
Governance framework — page 70
Risks and risk management
— page 36
Effective engagement by the Board
with stakeholders.
Stakeholder engagement — page 16
s.172(1) statement — page 21
Our colleagues and alignment of our
policies to support long-term
sustainable success.
National Colleague Voice — page 18
NFSIS — page 53
Division of
responsibilities
The role of the Chair.
Chair’s statement — page 8
Directors and officers — page 61
Roles and responsibilities — page 71
Assessing Board effectiveness
— page 78
Composition of the Board and division
of responsibilities.
Directors and officers — page 61
Roles and responsibilities — page 71
Director independence — page 72
Non-Executive Directors’ external
commitments and role.
Directors and officers — page 61
Roles and responsibilities — page 71
Board dashboard and activities
— page 64
Effective and efficient functioning
of the Board.
Time commitment — page 72
Assessing Board effectiveness
— page 78
Composition, succession
and evaluation
Formal, rigorous and transparent
appointment procedure and effective
succession plans.
NED succession — page 76
Diversity and inclusion — page 77
A combination of skills, experience
and knowledge on the Board and
Committees.
Directors and officers — page 61
NED succession — page 76
Annual evaluation.
Assessing Board effectiveness
— page 78
Remuneration
Policies and practices designed to
support strategy, long-term success
and aligned to culture and values.
Remuneration Committee report
— page 88
Formal and transparent procedure for
developing policy.
Remuneration policy — page 105
Exercise of independent judgement
in respect of 2024 outcomes.
Annual Statement of Remuneration
— page 88
Audit, risk and internal
controls
Transparent policies and procedures to
ensure independence and effectiveness
of auditors and integrity of the Annual
Report and Accounts.
Year end review process — page 83
External auditors — page 84
Internal audits — page 86
Fair, balanced and understandable
assessment of position and prospects.
Fair, balanced and understandable
— page 82
Internal controls and management
of risk.
Risks and risk management
— page 36
Principal risks and uncertainties
— page 38
Risk management and internal
controls — page 85
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
114

Directors’ report
The Directors present their report together with the audited consolidated
financial statements for the period ended 28 June 2025
Disclosures that are relevant to the Directors’
report have been incorporated by reference
and can be found elsewhere within the Annual
Report and Accounts as noted below.
Strategic report
The Group’s Strategic report is set out on pages
1 to 57. It contains an indication of likely future
developments in the business of the Company
and the Group.
Corporate governance
Our Governance report on pages 58 to 119
explains how we have applied the Principles set
out in the UK Corporate Governance Code
published in July 2018 (the ‘Code’). Our Code
compliance statement can be found on
page 114.
Information to be disclosed under UK
Listing Rule (UKLR) 6.6.1R
The majority of the disclosures required under
UKLR 6.61R are not applicable to Dunelm.
The table below sets out the location of those
requirements that are applicable:
Applicable sub-paragraph
within UKLR 6.6.1R
Disclosure
provision
(pages)
(3) Long-term incentive schemes 95,95,103
(13) A statement made by the
Board that the Company
continues to comply with the
requirements in UKLR 6.2.3R
‘Shareholder
and voting
rights’ in this
report.
Sustainability reporting
For information on the Group’s approach to
environmental, social and governance matters,
see our TCFD report on pages 44 to 52 which
includes the Streamlined Energy and Carbon
Reporting disclosures, and our Sustainability
Report 2025, available at corporate.dunelm.com.
Results and dividend
The consolidated profit of the Group for the year
after taxation was £156.3m (2024: £151.2m).
The results are discussed in greater detail in the
CFO’s review on pages 32 to 35.
A final ordinary dividend of 28p per share (2024:
27.5p per share) is proposed in respect of the
period ended 28 June 2025, to add to a special
dividend of 35p per share paid on 8 April 2025
(2024: 35 pence per share) and an interim
ordinary dividend of 16.5p per share paid on
8 April 2025 (2024: 16p per share). The final
dividend will be paid on 25 November 2025 to
shareholders on the register at 31 October 2025.
Treasury and risk management
The Group’s approach to treasury and financial
risk management, including its use of hedging
instruments, is explained in the Principal Risks
and Uncertainties section on page 38 and note
18 of the financial statements.
Stakeholder engagement
Details of how the Directors have engaged with
employees and other stakeholders, and had
regard to the interests of colleagues and the need
to foster the Company’s business relationships
with suppliers, customers and others and the
effect of that regard, including on the principal
decisions taken by the Company during the
financial year, are set out in the Strategic report
on pages 16 to 20, with complementary
information in the Governance report on pages
66 to 67. Our s172(1) Companies Act 2006
statement can be found on page 21.
Employee information
The Company is clear in its policy that people with
health conditions, both visible and non-visible,
will have full and fair consideration for all
vacancies. Dunelm continues to demonstrate its
commitment to interviewing applicants with
disabilities who fulfil the minimum criteria for the
role and endeavours to retain colleagues in roles
in the business if they become disabled during
their employment. Dunelm will actively look to
put into place reasonable adjustments that may
be required by the colleague to allow them to
thrive and belong at Dunelm.
Share incentive schemes in which employees
participate are described in the Remuneration
Committee report on page 112.
More information on our colleagues can be
found in our Sustainability Report 2025.
Shareholder and voting rights
All members who hold Ordinary Shares are
entitled to attend and vote at the Annual
General Meeting. On a show of hands at a
general meeting every member present in
person shall have one vote and, on a poll, every
member present in person or by proxy shall have
one vote for every Ordinary Share held. There
are no special voting rights attached to any of
the Company’s shares.
In order to be passed, an ordinary resolution of
the Company must be supported by at least 50%
of the votes cast at a shareholders’ meeting, and
a special resolution by at least 75% of votes cast.
On 2 October 2006, Jean Adderley, Bill Adderley
and Sir Will Adderley (all shareholders at that
time) entered into a Relationship Agreement
with the Company, pursuant to which each of
Jean Adderley, Bill Adderley and Sir Will
Adderley undertook to the Company that, for so
long as, individually or together, they are entitled
to exercise, or to control the exercise of, 30% or
more of the rights to vote at general meetings
of the Company or they are able to control the
appointment of Directors who are able to
exercise a majority of votes at Board meetings
of the Company, they will:
Dunelm Group plc
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Directors’ report continued
• conduct all transactions and relationships with
any member of the Group on arm’s length
terms and on a normal commercial basis;
• not take any action which precludes or inhibits
any member of the Group from carrying on its
business independently of Jean Adderley and
Bill Adderley, Sir Will Adderley or their
associates (as defined in the UK Listing Rules);
• not exercise any of their voting rights or other
powers to procure any amendment to the
Articles of Association of the Company which
would be inconsistent with or undermine any
of the provisions of the Relationship Agreement;
• only enter into, amend or terminate any
transaction, agreement or relationship
between themselves or any of their associates
and any member of the Group with the
approval of a majority of the independent
Non-Executive Directors; and
• not carry on (other than through their holding
of securities of the Company) or have any
financial interest (other than a financial interest
in securities which are held for investment
purposes only) in any person who carries on a
business as a homewares retailer, to the extent
that it would be inconsistent with or undermine
any provisions of the Relationship Agreement.
WA Capital Limited and Lady Nadine Adderley,
to whom Sir Will Adderley transferred shares by
way of a gift, have subsequently become parties
to the Relationship Agreement.
In July 2014, the Relationship Agreement was
amended so as to comply with amendments to
the UK Listing Rules and the following additional
undertakings were given by the parties:
• no action will be taken that would have the
effect of preventing the Company from
complying with its obligations under the UK
Listing Rules; and
• no resolution will be proposed, or procured to
be proposed, which is intended to, or appears
to be intended to circumvent the proper
application of the UK Listing Rules.
In addition, the Articles of Association of the
Company provide that the election and
re-election of Independent Directors must be
conducted in accordance with the election
provisions set out in UKLR 6.2.8R and
UKLR 6.2.9R.
The Company confirms that it has complied with
its obligations under the Relationship Agreement
during the financial period under review, and
that so far as it is aware, all other parties to that
agreement have complied with it.
The Company confirms that there are no
contracts of significance between any member
of the Group and any of the parties to the
Relationship Agreement, with the exception
of Sir Will Adderley’s service agreement as a
Director of the Company, the terms of which are
outlined in the Remuneration Committee report.
There are no restrictions on the transfer of
Ordinary Shares in the Company other than
certain restrictions imposed by laws and
regulations (such as insider trading and
marketing requirements relating to closed
periods) and requirements of the UK Listing
Rules whereby Directors and certain employees
of the Company require Board approval to deal
in the Company’s securities.
Change of control
The Company is not party to any significant
agreements which take effect, alter or terminate
solely on a change of control of the Company
following a takeover bid.
There are no agreements between the
Company and its Directors or employees
providing for additional compensation for loss
of office or employment (whether through
resignation, redundancy or otherwise) that
occurs because of a takeover bid.
Details of the rights of employees to exercise
options on a change of control of the Company
are set out in the Remuneration Policy found on
page 112 of this report.
Directors and officers
Details of the Directors of the Company who
served on the Board during the year, together
with changes to the Board are set out on page
64. The biographies of the Directors on the
Board at the date of this report are set out on
pages 61 to 63. Details of the interests of the
Directors in shares of the Company can be
found in the Annual Report on Remuneration
on page 97.
Power of Directors
The business of the Company is managed by
the Board, which may exercise all the powers
of the Company, subject to the requirements of
the Companies Act, the Articles of Association
of the Company and any special resolution of the
Company. As stated in the Governance report
on page 70, the Board has adopted internal
delegations of authority in accordance with the
Code and these set out matters which are
reserved to the Board or Committees and the
powers and duties of the Chair, the Deputy Chair
and the Chief Executive respectively.
Appointment and removal of Directors
The Articles of Association of the Company
provide that a Director may be appointed by
ordinary resolution of the Company’s
shareholders in a general meeting, or by the
Board so long as the Director stands down and
offers him or herself for election at the next
Annual General Meeting of the Company.
The Board’s policy is that all Directors are subject
to annual re-election and therefore should stand
down and offer themselves for re-election at
each Annual General Meeting. The Articles also
provide that each Director must stand down and
offer him or herself for re-election by shareholders
at the Annual General Meeting at least every
three years.
The Nomination Committee makes
recommendations to the Board on the
appointment and removal of Directors.
Directors may be removed by a special
resolution of shareholders, or by an ordinary
resolution of which special notice has been
given in accordance with the Companies Act
2006. The Articles also provide that the office of
a Director shall be vacated if they are prohibited
by law from being a Director or are declared
bankrupt, and that the Board may resolve that his
or her office be vacated if he or she is of unsound
mind or is absent from Board meetings without
consent for six months or more. A Director may
also resign from the Board.
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Directors’ report continued
Annual Statement on Board diversity targets
Our Board and Executive Team gender and ethnicity data as at 28 June 2025 is provided below in
accordance with UK Listing Rule 6.6.6R(9). Diversity data is collected for Executive Team members via
the annual engagement survey. Each Director has confirmed the categories with which they identify.
Gender
Dunelm Group plc Board Executive Team
No. of Board
members
% on the
Board
No. of senior
positions on
the Board
(CEO, CFO,
Chair and
SID)
Number in
Executive
Team
Percentage
of Executive
Team
Men 6 60% 2 4 44%
Women 4 40% 2 5 56%
Not specified/prefer not to say — — — — —
Ethnicity
Dunelm Group plc Board Executive Team
No. of Board
members
% on the
Board
No. of senior
positions on
the Board
(CEO, CFO,
Chair and
SID)
Number in
Executive
Team
Percentage
of Executive
Team
White British or other white
(including minority-white groups) 8 80% 4 9 100%
Mixed/Multiple ethnic groups — — — — —
Asian/British Asian 2 20% — — —
Black/African/Caribbean/
Black British — — — — —
Other ethnic group including Arab — — — — —
Not specified/prefer not to say — — — — —
Share capital and treasury shares
The Company has only one class of shares,
Ordinary Shares of 1p each. As at 28 June 2025,
its capital comprised 203,426,835 (2024:
203,426,835) fully paid Ordinary shares of
1p each.
At the 2024 Annual General Meeting,
shareholders renewed the Directors’ authority
to allot shares in the Company. No shares were
allotted during the year. Resolutions to renew
the standard authorities (within the limits
prescribed by the Pre-Emption Group’s most
recent Statement of Principles) will be proposed
at the 2025 Annual General Meeting.
At 28 June 2025, the Company held 2,144,012
Ordinary Shares in treasury (2024: 1,226,461).
During the year ended 28 June 2025 the
Company purchased 1,500,000 Ordinary Shares
for a total consideration of £14.7m and these
shares are held in treasury with no voting or
dividend rights.
Since the financial year end, 26,000 Ordinary
Shares have been moved out of treasury to
employees who exercised options under a share
incentive scheme. Details of option exercises by
Directors are set out in the Remuneration
Committee report.
Further details on the Company’s share capital
are set out in note 21 to the financial statements.
Substantial shareholders
At 28 June 2025 the Company had been
notified of the following notifiable interests in the
Company’s issued share capital. The information
provided below was correct at the date of
notification. These holdings are likely to have
changed since the Company was notified;
however, notification of any change is not required
until the next notifiable threshold is crossed.
The Company did not receive any notifications
between 28 June 2025 and 9 September 2025
(being the date of this report).
Notifiable interests Ordinary shares
Percentage of
share capital
Sir Will Adderley¹ 55,371,779 27.38
Lady Nadine Adderley 11,000,000 5.41
Jean Adderley 9,968,500 4.92
JP Morgan Asset Management Holdings Inc 10,369,851 5.13
Jupiter Fund Management PLC 10,044,063 4.95
Royal London Asset Management Limited 9,907,809 4.91
abrdn plc 9,565,468 4.74
1. This includes: 1,967,250 Ordinary Shares held by the Stoneygate Trust and 172,750 Ordinary Shares held by the Paddocks Discretionary
Trust, which Sir Will Adderley is deemed to hold a legal interest in by virtue of the fact that he is a trustee of those trusts.
Dunelm Group plc
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Directors’ report continued
Indemnities and insurance
The Company has granted indemnities to each
of its Directors and the Company Secretary to
the extent permitted by law in respect of costs of
defending claims against them and third-party
liabilities. A deed of indemnity in favour of
Katharine Poulter was entered into during the
year following her appointment as
Non-Executive Director.
All indemnities, the provisions of which are
deemed to be qualifying third-party indemnity
provisions pursuant to section 234 of the Act,
were in force throughout FY24 (or, in the case
of Katharine Poulter from the date of her
appointment and thereafter for the remainder
of FY25) and remain in force as at the date of
this report.
A copy of each indemnity is available for
inspection at the Company’s registered office
during normal business hours and will be
available for inspection at the Company’s Annual
General Meeting.
The Group maintained Directors’ and Officers’
liability insurance cover for its Directors and
officers as permitted under the Company’s
Articles of Association and the Companies Act
2006 throughout the financial year.
Managing conflicts of interest and related
party matters
The Companies Act 2006 allows the board of
a public company to authorise conflicts and
potential conflicts of interest of individual
Directors where the Articles of Association
contain a provision to that effect. The Company’s
Articles of Association give the Board this
authority subject to the following safeguards:
• Directors who have an interest in matters
under discussion at a Board meeting must
declare that interest and abstain from voting;
• only Directors who have no interest in the
matter being considered are able to approve
a conflict of interest and, in taking that decision,
the Directors must act in a way they consider,
in good faith, would be most likely to promote
the success of the Company; and
• the Directors are able to impose limits or
conditions when giving authorisation if they
feel this is appropriate.
Directors are required to disclose any actual
or potential conflicts of interests to the Board
immediately when they arise. In addition,
a formal process is undertaken each year when
all Directors confirm to the Board details of any
other directorships and confirm relevant
information in connection with related parties.
Further to the above, the Board believes it has
effective procedures in place to monitor and
manage conflicts of interest and ensure that any
related party transactions involving Directors or
their connected persons are conducted on an
arm’s length basis.
Donations
The Group does not make any political donations.
Public Policy
Dunelm is a member of the British Retail
Consortium and supports relevant campaigning
activity by that body. During the year the
Company has not taken part in any direct
lobbying or public policy activity.
Articles of Association
The Company’s Articles of Association may only
be amended, or new articles adopted, by a
special resolution of shareholders.
Independent auditors
In accordance with section 489 of the
Companies Act 2006 and the recommendation
of the Audit and Risk Committee, a resolution
will be proposed at the 2025 AGM to reappoint
PricewaterhouseCoopers LLP as external
auditors of the Group.
Important events since 28 June 2025
There have been no important events affecting the
Company or any subsidiary since 28 June 2025.
Disclaimer
This Directors’ report, Strategic report and
the financial statements contain certain
forward-looking statements with respect to
the financial condition, results, operations
and business of Dunelm Group plc. These
statements and forecasts involve risk and
uncertainty because they relate to events and
depend upon circumstances that will occur in
the future.
There are a number of factors that could cause
actual results or developments to differ
materially from those expressed or implied by
these forward-looking statements and forecasts.
Nothing in this Directors’ report, the Strategic
report or in these financial statements should be
construed as a profit forecast.
This document also contains non-financial
information and data. While reasonable steps
have been taken to ensure that this is correct,
it has not been externally audited or verified
unless specifically stated in this document.
Annual General Meeting
The 2025 Annual General Meeting will be held
at Dunelm Store Support Centre, Watermead
Business Park, Syston, Leicester, Leicestershire,
LE7 1AD on Wednesday 19 November 2025
at 11:30am.
A formal notice of meeting, explanatory circular
and a form of proxy will accompany this Annual
Report and Accounts.
This report was reviewed and signed by the
order of the Board on 9 September 2025.
Luisa Wright
Company Secretary
9 September 2025
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118

Statement of Directors’ responsibilities
in respect of the financial statements
The Directors are responsible for preparing the
Annual Report and Accounts 2025 and the
financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law the Directors have prepared the
Group financial statements in accordance with
UK-adopted international accounting standards
and the parent company financial statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework’, and
applicable law).
Under company law, Directors must not approve
the financial statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Group and parent company and
of the profit or loss of the Group for that period.
In preparing the financial statements, the
Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• state whether applicable UK-adopted
international accounting standards have been
followed for the Group financial statements
and United Kingdom Accounting Standards,
comprising FRS 101 have been followed for
the parent company financial statements,
subject to any material departures disclosed
and explained in the financial statements;
• make judgements and accounting estimates
that are reasonable and prudent; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and parent company
will continue in business.
The Directors are responsible for safeguarding
the assets of the Group and parent company
and hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are also responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group’s and parent
company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and parent company and
enable them to ensure that the financial
statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the parent
company’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and
functions are listed in the Governance report
confirm that, to the best of their knowledge:
• the Group financial statements, which have
been prepared in accordance with UK-
adopted international accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit of the Group;
• the parent company financial statements,
which have been prepared in accordance with
United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view
of the assets, liabilities and financial position
of the parent company; and
• the Strategic Report includes a fair review of
the development and performance of the
business and the position of the Group and
parent company, together with a description
of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the date
the Directors’ report is approved:
• so far as the Director is aware, there is no
relevant audit information of which the Group’s
and parent company’s auditors are unaware;
and
• they have taken all the steps that they ought to
have taken as a Director in order to make
themselves aware of any relevant audit
information and to establish that the Group’s
and parent company’s auditors are aware of
that information.
Nick Wilkinson
Chief Executive
9 September 2025
Dunelm Group plc
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121 Independent auditors’ report
127 Consolidated financial statements
152 Parent Company financial statements
Financial
statements
Dunelm Group plc
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120
Strategic report Governance report Financial statements Other information

Independent auditors’ report
to the members of Dunelm Group plc
Report on the audit of the financial statements
Opinion
In our opinion:
• Dunelm Group plc’s group financial statements and parent company financial statements
(the “financial statements”) give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 28 June 2025 and of the group’s profit and the group’s cash flows for the
52 week period then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with the provisions of the
Companies Act 2006;
• the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the
“Annual Report”), which comprise: the Consolidated Statement of Financial Position and Parent
Company Statement of Financial Position as at 28 June 2025; the Consolidated Income Statement,
Consolidated Statement of Comprehensive Income, Consolidated Statement of Cash Flows,
Consolidated Statement of Changes in Equity and Parent Company Statement of Changes in
Equity for the period then ended; the Consolidated Accounting Policies and Parent Company
Accounting Policies; and the notes to the financial statements.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided.
Other than those disclosed in note 3, we have provided no non-audit services to the parent
company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• The group is structured with one segment which comprises a consolidation of the parent
company and twelve additional components.
• For the purposes of the group financial statements, we conducted an audit of the complete
financial information of one financially significant component, together with additional
procedures performed centrally including the group consolidation.
• We separately audited the parent company financial statements.
Key audit matters
• Inventory provisions (group)
• Recoverability of investments in subsidiary undertakings (parent)
Materiality
• Overall group materiality: £10,600,000 (2024: £10,300,000) based on 5% of profit before tax.
• Overall parent company materiality: £1,506,000 (2024: £1,550,000) based on 1% of total assets.
• Performance materiality: £7,950,000 (2024: £7,700,000) (group) and £1,129,500 (2024:
£1,150,000) (parent company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and
any comments we make on the results of our procedures thereon, were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Dunelm Group plc
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Independent auditors’ report continued
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Inventory provisions (group)
Refer to the Audit and Risk Committee Report, the Accounting Policies, Note 3 (Operating Profit)
and Note 14 (Inventories) to the Consolidated Financial Statements. Inventory represents a
significant asset on the Group’s balance sheet and is carried at the lower of cost and net realisable
value (“NRV”). The Group’s accounting policy is to determine a provision based upon: the historic
negative margin of the type of inventory, by ageing category, which is calculated by analysing the
historic sales price compared to the cost of inventory, and applying a percentage provision to each
line of inventory; and also a further provision for ‘at risk’ lines where the calculated provision was not
considered to be sufficient.
We tested sales made post period-end to assess whether inventory items were held at the lower
of cost and NRV.
We examined inventory write-offs in the financial period to assess whether they are consistent
with the key assumptions used in the inventory provision model at the year end.
We tested the inputs to the provision calculation, including the classification of inventory and sales
data for each of the ageing categories from the Buying department, which is segregated from the
Finance department.
We tested the average cost of inventory by agreeing a sample of inputs to source documentation
and testing freight and duty costs.
We tested the integrity of the provision model to ensure that it
was using the underlying data correctly and calculating provision amounts accurately.
We challenged management’s assumptions on what they deemed the ‘at risk’ inventory lines
were, and corroborated whether these lines were at risk with the Merchandising team.
We also independently challenged the completeness of the ‘at risk’ lines based on our
understanding of the nature of the group’s inventory lines.
We found that the NRV provision recognised against inventory was consistent with the
evidence obtained.
Recoverability of investments in subsidiary undertakings (parent)
Refer to note 4 (Investments) to the Parent Company Financial Statements. In accordance with
IAS 36 (Impairment of assets), the Parent Company’s investments balance should be carried at no
more than its recoverable amount, being the higher of fair value less costs to sell and its value in use.
IAS 36 requires an entity to determine whether there are indications that an impairment loss may
have occurred and if so, make a formal estimate of the recoverable amount.
We evaluated whether there are any indications that an impairment loss may have occurred in relation
to the Parent Company’s investments balance with specific consideration given to the following:
• the market capitalisation of the Group is significantly in excess of the investments balance, noting
that substantially all of the market capitalisation is considered to be in relation to one indirect
subsidiary (Dunelm (Soft Furnishings) Ltd) of the Parent Company;
• the trading results of Dunelm Soft Furnishings Limited are not worse than expected and are not
expected to be worse in future periods; and
• there have not been and are not expected to be any significant changes with an adverse impact
in relation to the technological, market, economic or legal environment in which this indirect
subsidiary operates.
We consider management’s conclusion that there are no indicators of impairment to be appropriate.
Dunelm Group plc
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Independent auditors’ report continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the group and
the parent company, the accounting processes and controls, and the industry in which they operate.
The group is structured with one reporting segment which comprises a consolidation of the parent
company and twelve additional components.
In establishing the overall approach to the group audit, we identified two components: Dunelm
(Soft Furnishings) Limited which required an audit of its complete financial information due to its
financial significance to the group and Dunelm (Soft Furnishings) Holdings Limited which required
an audit of one financial statement line item.
Further specific audit procedures over central functions including the Group consolidation, equity
and taxes were performed.
All audit procedures were performed by the Group Engagement Team. The scoping above gave
us the evidence we needed for our opinion on the group financial statements as a whole.
The Parent Company is comprised of one component which was subject to a full scope audit for the
purposes of the Parent Company financial statements.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the process adopted to
assess the extent of the potential impact of climate risk on the financial statements and to support
the disclosures made within the Annual Report.
Our risk assessment was based on enquiry, as well as the review of Dunelm’s corporate
responsibility reporting and climate related commitments. As detailed in the group accounting
policies, management considers that there is no material risk to the financial statements in respect
of climate change.
We challenged, based on our knowledge of the business, the impact of climate risk on right-of-use
assets, property, plant and equipment and investment properties, which were considered to be the
assets at most risk of the effects of climate change.
We also considered the consistency of the disclosures in relation to climate change (including the
disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) section) within the
Annual Report with the financial statements and our knowledge obtained from our audit.
Our procedures did not identify any material impact in the context of our audit of the financial
statements as a whole, or our key audit matters for the 52 week period ended 28 June 2025.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Financial statements — group Financial statements — parent company
Overall materiality £10,600,000 (2024: £10,300,000). £1,506,000 (2024: £1,550,000).
How we determined it 5% of profit before tax 1% of total assets
Rationale for benchmark
applied
Profit before tax is the primary
measure used by the
shareholders in assessing the
performance of the group
and is a generally accepted
auditing benchmark.
The parent company does not
trade and therefore total assets
is considered to be the most
appropriate benchmark.
For each component in the scope of our group audit, we allocated a materiality that is less than
our overall group materiality. The range of materiality allocated across components was £9,000,000
to £10,100,000.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit and the nature and extent of
our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to
£7,950,000 (2024: £7,700,000) for the group financial statements and £1,129,500 (2024: £1,150,000)
for the parent company financial statements.
In determining the performance materiality, we considered a number of factors — the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls — and
concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements
identified during our audit above £530,000 (group audit) (2024: £500,000) and £75,000 (parent
company audit) (2024: £75,000) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
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Independent auditors’ report continued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the parent company’s ability to
continue to adopt the going concern basis of accounting included:
• We obtained management’s going concern assessment and ensured that this was consistent
with board approved budgets;
• We have evaluated management’s forecasting accuracy based on historical budgets versus
actual performance;
• We obtained confirmation from lenders of the level of drawn and undrawn revolving credit facilities
and tested the actual and forecast covenant compliance associated with these facilities; and
• We considered the mitigating actions available to Dunelm to increase liquidity, if required, with
the key actions being reductions in stock purchases and capex, as well as cessation of dividends.
• We assessed the adequacy of the going concern disclosures in the accounting policies.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and
the parent company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not
a guarantee as to the group’s and the parent company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement in
the financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly,
we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report,
any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of
the financial statements or a material misstatement of the other information. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also
to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in
the Strategic report and Directors’ Report for the period ended 28 June 2025 is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and parent company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Committee report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the parent
company’s compliance with the provisions of the UK Corporate Governance Code specified for our
review. Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
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Independent auditors’ report continued
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement, included within the Strategic report and
Governance report is materially consistent with the financial statements and our knowledge
obtained during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in
place to identify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate
to adopt the going concern basis of accounting in preparing them, and their identification of any
material uncertainties to the group’s and parent company’s ability to continue to do so over a
period of at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group’s and parent company’s prospects,
the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the parent
company will be able to continue in operation and meet its liabilities as they fall due over the
period of its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and parent
company was substantially less in scope than an audit and only consisted of making inquiries and
considering the directors’ process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and
understanding of the group and parent company and their environment obtained in the course
of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced
and understandable, and provides the information necessary for the members to assess the
group’s and parent company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement
relating to the parent company’s compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial
statements, the directors are responsible for the preparation of the financial statements in
accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to employment regulations, and we considered
the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the financial statements
such as the Companies Act 2006 and taxation. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override
of controls), and determined that the principal risks were related to the posting of journals with
unexpected account combinations, which manipulate revenue or profits, and management bias
in accounting estimates and judgements. Audit procedures performed by the engagement
team included:
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Independent auditors’ report continued
• Discussions with management, internal audit and the Company Secretary, including consideration
of known or suspected instances of non-compliance with laws and regulation and fraud;
• Assessment of matters reported on the Group’s whistleblowing log;
• Searches for news articles which would highlight potential non-compliance with laws and regulations;
• Identifying and testing journal entries, in particular journal entries posted with unusual account
combinations which manipulate revenue or profits; and
• Challenging assumptions and judgements made by management in their significant accounting
estimates and judgements, in particular in relation to inventory provisions (see related key
audit matter).
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no
other purpose. We do not, in giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the parent company financial statements and the part of the Remuneration Committee report
to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the
members on 14 January 2014 to audit the financial statements for the year ended 28 June 2014 and
subsequent financial periods. The period of total uninterrupted engagement is eleven years,
covering the years ended 28 June 2014 to 28 June 2025.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report prepared
under the structured digital format required by DTR 4.1.15R — 4.1.18R and filed on the National
Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance
over whether the structured digital format annual financial report has been prepared in accordance
with those requirements.
Gillian Hinks
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
East Midlands
9 September 2025
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Consolidated Income Statement
For the 52 weeks ended 28 June 2025
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 28 June 2025
Revenue
1
1,771.0
1,706.5
Cost of sales
(842.7)
(823.2)
Gross profit
928.3
883.3
Other operating income
4.7
—
Operating costs
2
(711.0)
(670.0)
Operating profit
3
222.0
213.3
Finance income
5
1.4
2.0
Finance costs
5
(12.4)
(9.9)
Profit before taxation
211.0
205.4
Taxation
6
(54.7)
(54.2)
Profit for the period
156.3
151.2
Earnings per Ordinary Share — basic
8
77.2p
74.7p
Earnings per Ordinary Share — diluted
8
76.8p
74.4p
Profit for the period
156.3
151.2
Movement in fair value of cash flow hedges
18
(21.5)
0.2
Deferred tax on hedging movements
13
3.0
(1.0)
Other comprehensive expense for the period, net of tax
(18.5)
(0.8)
Total comprehensive income for the period
137.8
150.4
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Consolidated Statement of Financial Position
As at 28 June 2025
Intangible assets
9
10.8
3.8
Property, plant and equipment
10
178.7
173.0
Right-of-use assets
11
221.1
222.9
Investment property
12
29.5
7.5
Deferred tax assets
13
3.2
1.8
Derivative financial instruments
18
—
0.1
Total non-current assets
443.3
409.1
Inventories
14
226.3
223.0
Trade and other receivables
15
40.1
26.2
Derivative financial instruments
18
—
0.3
Current tax asset
1.8
—
Cash and cash equivalents
16
30.0
23.4
Total current assets
298.2
272.9
Total assets
741.5
682.0
Trade and other payables
17
(220.0)
(205.0)
Lease liabilities
11
(53.1)
(52.1)
Current tax liability
—
(1.5)
Derivative financial instruments
18
(13.3)
(4.9)
Total current liabilities
(286.4)
(263.5)
Bank loans
19
(130.2)
(77.0)
Lease liabilities
11
(194.4)
(197.5)
Provisions
20
(7.7)
(5.5)
Derivative financial instruments
18
(4.0)
(0.6)
Total non-current liabilities
(336 .3)
(280.6)
Total liabilities
(622.7)
(544.1)
Net assets
118.8
137.9
Issued share capital
21
2.0
2.0
Share premium account
1.7
1.7
Capital redemption reserve
43.2
43.2
Hedging reserve
(13.0)
(3.8)
Retained earnings
84.9
94.8
Total equity attributable to equity holders of the Parent
118.8
137.9
The financial statements on pages 127 to 151 were approved by the Board of Directors on
9 September 2025 and were signed on its behalf by:
Karen Witts
Chief Financial Officer
9 September 2025
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Consolidated Statement of Cash Flows
For the 52 weeks ended 28 June 2025
Profit before taxation
211.0
205.4
Net financial expense
5
11.0
7.9
Operating profit
222.0
213.3
Depreciation and amortisation of investment property,
property, plant and equipment and intangible assets
9,10,12
31.3
30.4
Depreciation of right-of-use assets
11
50.9
50.2
Loss on disposal and impairment of property, plant and
equipment and intangible assets
9,10
0.5
0.5
Impairment of right-of-use assets
11
0.7
0.9
Share-based payments expense
5.5
4.3
Operating cash flows before movements in working capital
310.9
299.6
(Increase) in inventories
(1.4)
(12.0)
(Increase) in trade and other receivables
(13.5)
(1.9)
Increase/(decrease) in trade and other payables
14.4
(3.8)
Net movement in working capital
(0.5)
(17.7)
Tax paid
(54.5)
(49.6)
Net cash generated from operating activities
255.9
232.3
Acquisition of intangible assets
(9.3)
(2.6)
Acquisition of property, plant and equipment
(35.2)
(29.8)
Acquisition of Investment Property
(22.3)
(7.5)
Acquisition of subsidiary, net of cash
(0.5)
—
Interest received
1.4
1.6
Net cash used in investing activities
(65.9)
(38.3)
Proceeds from issue of treasury shares and Ordinary Shares
22
0.7
0.1
Purchase of treasury shares
22
(14.7)
—
Drawdowns on Revolving Credit Facility
152.0
110.0
Repayments of Revolving Credit Facility
(99.0)
(108.0)
Interest paid and loan transaction costs
(4.7)
(4.9)
Interest paid on lease liabilities
11
(7.3)
(6.1)
Repayment of principal element of lease liabilities
(50.6)
(50.8)
Dividends paid
7
(159.4)
(157.6)
Net cash used in financing activities
(183.0)
(217.3)
Net increase/(decrease) in cash and cash equivalents
7.0
(23.3)
Foreign exchange revaluations
(0.4)
0.4
Cash and cash equivalents at the beginning of the period
16
23.4
46.3
Cash and cash equivalents at the end of the period
16
30.0
23.4
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Consolidated Statement of Changes in Equity
For the 52 weeks ended 28 June 2025
As at 1 July 2023
2.0
1.7
43.2
(6.9)
97.5
137.5
Profit for the period
—
—
—
—
151.2
151.2
Movement in fair value of
cash flow hedges
18
—
—
—
0.2
—
0.2
movements
13
—
—
—
(1.0)
—
(1.0)
Total comprehensive
income for the period
—
—
—
(0.8)
151.2
150.4
Proceeds from issue of
treasury shares
22
—
—
—
—
0.1
0.1
Purchase of treasury shares
22
—
—
—
—
—
—
Share-based payments
23
—
—
—
—
4.3
4.3
payments
13
—
—
—
—
(1.3)
(1.3)
exercised
—
—
—
—
0.6
0.6
hedges transferred to
inventory
18
—
—
—
3.9
—
3.9
Dividends paid
7
—
—
—
—
(157.6)
(157.6)
Total transactions with
owners, recorded directly
in equity
—
—
—
3.9
(153.9)
(150.0)
As at 29 June 2024
2.0
1.7
43.2
(3.8)
94.8
137.9
Profit for the period
—
—
—
—
156.3
156.3
Movement in fair value of
cash flow hedges
18
—
—
—
(21.5)
—
(21.5)
movements
13
—
—
—
3.0
—
3.0
Total comprehensive
income for the period
—
—
—
(18.5)
156.3
137.8
Proceeds from issue of
treasury shares
22
—
—
—
—
0.7
0.7
Purchase of treasury shares
22
—
—
—
—
(14.7)
(14.7)
Share-based payments
23
—
—
—
—
5.5
5.5
payments
13
—
—
—
—
1.0
1.0
exercised
—
—
—
—
0.7
0.7
hedges transferred to
inventory
18
—
—
—
9.3
—
9.3
Dividends paid
7
—
—
—
—
(159.4)
(159.4)
Total transactions with
owners, recorded directly
in equity
—
—
—
9.3
(166.2)
(156.9)
As at 28 June 2025
2.0
1.7
43.2
(13.0)
84.9
118.8
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Consolidated Accounting Policies
For the 52 weeks ended 28 June 2025
General information
The Group financial statements consolidate those of Dunelm Group plc (‘the Company’) and its
subsidiaries (together referred to as ‘the Group’). The Company financial statements on pages 152
to 157 present information about the Company as a separate entity and not about its Group.
Dunelm Group plc is incorporated and domiciled in the UK, and registered in England and Wales.
Dunelm Group plc is a listed public Company, limited by shares and the Company registration
number is 04708277. The registered office is Dunelm Store Support Centre, Watermead Business
Park, Syston, Leicester, Leicestershire, England, LE7 1AD.
The primary business activity of the Group is the sale of homewares in the UK and Ireland in stores
and online.
Basis of preparation
The financial statements presented cover a 52-week trading period for the financial period ended
28 June 2025 (2024: 52-week period ended 29 June 2024).
The financial statements of Dunelm Group plc have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards. These financial statements are
presented on pages 127 to 151.
The accounting policies set out below have, unless otherwise stated, been applied consistently to
all periods presented in these Group financial statements.
The annual financial statements are prepared under the historical cost convention except for
financial assets and financial liabilities (including derivative financial instruments and share-based
payments), which have been stated at fair value. The financial statements are prepared in pounds
sterling, rounded to the nearest 0.1 million.
Going concern
At the time of approving the financial statements, the Board of Directors is required to formally
assess that the business has adequate resources to continue in operational existence and can
therefore continue to adopt the ‘going concern’ basis of accounting. To support this statement, the
Board has considered the Group’s current financial position, its strategy, the market outlook, and its
principal risks.
The key judgement that the Directors have considered in forming their conclusion is the potential
impact on future revenue, profits and cash flows of a downturn in consumer spending away from
homewares due to the current economic environment. This downside scenario assumes 4% lower
growth in Year 1 and Year 2 and higher costs to sales ratio and no mitigating reduction actions.
They have also considered a deeper downturn in consumer spending, which assumes a 5% sales
decline in Year 1 and 8% sales decline in Year 2, again assuming no mitigating cost reduction actions.
In both downside scenarios Dunelm Group plc has sufficient liquidity to continue trading, including
maintaining the payment of dividends in line with its dividend policy, and to comfortably meet its
financial covenants. The Directors continue to assess the risks that climate change poses to the
business and based on current legislation, climate change is not expected to have a significant
impact on the Group’s going concern assessment or on the viability of the Group over the next five
years. Therefore, no incremental impact has been modelled in either of the downturn scenarios.
Reverse stress modelling has demonstrated that a prolonged sales reduction of 30% in Year 1 and
32% in Year 2 is required to breach covenants by the end of FY27 and a reduction of 45% in both
FY26 and FY27 is required to breach the RCF limit by the end of FY27, assuming reasonable
mitigating actions have been implemented.
Even in such an event, management would follow a similar course of action to that initially undertaken
during the COVID-19 pandemic. Such actions could include further reductions in discretionary
spend (e.g. marketing and travel), headcount, and capital investment in new stores and refits.
Lastly, the Directors have reviewed the potential impact of material disruption to trading in our
digital channel (including home delivery, tablet-based sales in store and Click & Collect sales), in
FY26 reflecting the ongoing cyber security risk to retailers. The Directors are satisfied the Group
maintains appropriate short-term cash in the event of such a circumstance.
As a result, the Board believes that the Group is well placed to manage its financing and other
significant risks satisfactorily and that the Group will be able to operate within the level of its
facilities and meet its liabilities as they fall due, for at least the next three years. For this reason,
the Board considers it appropriate for the Group to adopt the going concern basis in preparing
its financial statements.
Further detail in respect of the Directors’ going concern assessment is included in the going
concern statement on page 57.
Further information regarding the Group’s business activities, together with the factors likely to
affect its future development, performance and position is set out in the Strategic report on pages
1 to 57. In addition, note 18 includes the Group’s objectives, policies, and processes for managing
its capital, its financial risk management objectives and its exposures to credit risk and liquidity risk.
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Consolidated Accounting Policies continued
Critical accounting judgements and sources of significant estimation uncertainty
Based on the IAS 1 definitions, there are no significant estimates or critical judgements used in the
Financial Statements.
The inventory provision is not considered a significant estimate as there is not a significant risk
of a material adjustment to the level of the provision in the next 12 months. Management does,
however, consider the inventory provision to be a key estimate as it is based on assumptions
relating to a highly material balance (gross inventory) and is subject to uncertainty. It is therefore
disclosed as an other estimate in line with IAS 1.
Inventory provisions
The Group provides against the carrying value of the inventories held where it is anticipated that net
realisable value (NRV) will be below cost. NRV is based on estimated selling price with future price
reductions assumed to be in line with historic margin analysis on a line-by-line basis and applied to
the inventory population as deemed appropriate given the expected sell through period and
discontinuation status. A 100 basis points change in the provision rate of each stock discontinuation
category would lead to a change in the provision of £1.9m (2024: £2.0m). Consideration is also
given to whether any stock categories require additional provision due to specific circumstances
in place at the period end date.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Company. The Financial Statements of subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
Transactions eliminated on consolidation
Intra-group balances, and any unrealised gains and losses or income and expenses arising from
intra-group transactions, are eliminated in preparing the Consolidated Financial Statements.
Consistent accounting policies have been adopted across the Group.
Revenue
Revenue is generated from the sale of homewares and related goods and services through the
Group’s stores and website, excluding sales between Group companies, and is after deducting
returns, relevant discounts and VAT. Revenue is recognised when the Group has satisfied its
performance obligations to its customers and the customer has obtained control of the goods
and services being transferred.
In general, these conditions for store and website sales are met at the point of sale. The exceptions
to this are custom-made products and Click & Collect sales, where revenue is recognised at the
point that the goods are collected, and gift cards, where revenue is deferred and subsequently
recognised when redeemed or expired. Gift card obligations are recognised as deferred income
as shown in note 17.
An estimate of breakage is made on outstanding gift card balances based on historical data and
estimates of future usage patterns, and recognised in line with the pattern of utilisation of the gift
card balances. Revenue on home delivery sales is recognised at the point of delivery. Revenue is
settled in cash at the point of sale for all revenue channels.
The Group has two types of products; stocked products and products which are sent directly from
suppliers to customers. Management has established that the Group acts as a principal for both
types of products and thus should recognise revenue as the gross amount of consideration to
which it expects to be entitled.
The Group holds a sales return provision in the Consolidated Statement of Financial Position to
provide for expected levels of returns on sales made before the period end but returned after
the period end. The Group recognises the expected value of revenue relating to returns within
sales provisions and the expected value of cost of sales relating to the returned items is included
within inventories.
Expenses
Operating costs
The Group analyses operating costs into two main categories: Sales and distribution costs and
Tech and support expenses. Sales and distribution costs includes all operating costs relating to
direct sale and distribution, including related marketing costs. Tech and support expenses includes
all digital and technology costs alongside other costs such as product design, legal and other
similar head office costs.
Financial income and expenses
Financial income and expenses comprise interest payable on borrowings calculated using the
effective interest method, interest receivable on funds invested and related foreign exchange gains
and losses.
Retirement benefits
The Group operates a defined contribution pension plan using a third-party provider. Obligations
for the contributions to this plan are recognised as an expense in the Consolidated Income
Statement as incurred.
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Consolidated Accounting Policies continued
Share-based payments
The Group operates a number of equity-settled, share-based compensation plans, under which
the entity receives services from employees as consideration for equity instruments (options) of the
Group. The fair value of the employee services received in exchange for the grant of the options is
recognised as an expense. The total amount to be expensed is determined by reference to the fair
value of the options granted:
• Including any market performance condition (for example, an entity’s share price);
• Excluding the impact of any service and non-market performance vesting conditions
(for example, profitability, sales growth targets and remaining an employee of the entity over
a specified time period); and
• Including the impact of any non-vesting conditions (for example, the requirement for employees
to save).
Non-market performance and service conditions are included in assumptions about the number of
options that are expected to vest. The total expense is recognised over the vesting period, which is
the period over which all of the specified vesting conditions are to be satisfied.
In addition, in some circumstances employees may provide services in advance of the grant date
and therefore the grant date fair value is estimated for the purposes of recognising the expense
during the period between service commencement period and grant date.
At the end of each reporting period, the Group revises its estimates of the number of options that
are expected to vest based on the non-market vesting conditions. It recognises the impact of the
revision to original estimates, if any, in the Consolidated Income Statement, with a corresponding
adjustment to equity.
When options are exercised, the Company either issues new shares, or uses treasury shares
purchased for this purpose. For newly issued shares, the proceeds received net of any directly
attributable transaction costs are credited to share capital (nominal value) and the share
premium account.
Social security contributions payable in connection with the grant of the share options are considered
an integral part of the grant itself, and the charge will be treated as a cash-settled transaction.
Foreign currencies
Transactions in foreign currencies are recorded at the prevailing rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currency are translated at the rates ruling at
the Consolidated Statement of Financial Position date. Resulting exchange gains or losses are
recognised in the Consolidated Income Statement for the period in financial income and expenses,
except when deferred as qualifying cash flow hedges.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the
Consolidated Income Statement except to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax represents the expected tax payable on the taxable income for the period, using tax
rates enacted or substantively enacted at the Consolidated Statement of Financial Position date,
together with any adjustment to tax payable in respect of previous periods.
Deferred tax is provided using the Statement of Financial Position liability method, providing for
temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is determined using tax rates
(and laws) that have been enacted or substantively enacted at the Consolidated Statement of
Financial Position date and are expected to apply when the related deferred tax asset is realised,
or the deferred tax liability is settled.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the asset can be recognised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities and when they relate to income taxes levied by
the same taxation authority on either the taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
Dividends
Dividends are recognised as a liability in the period in which they are approved such that the Group
is obligated to pay the dividend.
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Consolidated Accounting Policies continued
Intangible assets
Intangible assets comprise of software development, licences, rights to brands and customer lists
and are stated at cost less accumulated amortisation and impairment. Costs incurred in developing
the Group’s own brands are expensed as incurred.
Separately acquired brands and customer lists are shown at historical cost. Software, brands and
customer lists acquired in a business combination are recognised at fair value at the acquisition
date. These assets are deemed to have a finite useful life and are carried at cost less accumulated
amortisation. Amortisation is calculated using the straight-line method to allocate the cost over the
estimated useful life.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire
and bring to use the specific software. These costs are amortised over their estimated useful lives.
Costs associated with maintaining computer software programmes are recognised as an expense
as incurred. Development costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the Group are recognised as intangible
assets when the following criteria are met:
• It is technically feasible to complete the software product so that it will be available for use;
• Management intends to complete the software product and use or sell it;
• There is an ability to use or sell the software product;
• It can be demonstrated how the software product will generate probable future economic benefits;
• Adequate technical, financial and other resources to complete the development and to use or
sell the software product are available; and
• The expenditure attributable to the software product during its development can be
reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense
as incurred.
Computer software development costs recognised as assets are amortised over their estimated
useful lives.
Amortisation
Amortisation is charged to the Consolidated Income Statement on a straight-line basis over the
estimated useful life of the asset. These are as follows:
Software development and licences 3 to 5 years
Rights to brands and customer lists 5 to 15 years
Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at historical cost less accumulated depreciation
and impairment losses. Cost includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for intended use.
Where parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items of property, plant and equipment.
Investment properties
Property held by the Group to earn rental income or for capital appreciation is classified as
investment property. Property occupied by the Group is recognised within property, plant and
equipment. Judgement is applied in determining classification when management’s future plans
for properties include possible changes in future use.
Investment property is initially measured at cost being purchase price and directly attributable
expenditure. Subsequently investment properties are held at cost less accumulated depreciation
and impairment losses. Depreciation is provided on a consistent basis with that applied to property,
plant and equipment.
Depreciation
Depreciation is charged to the Consolidated Income Statement on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and equipment, to write down the
cost to its estimated residual value. Land is not depreciated.
The estimated useful lives are as follows:
Freehold buildings 50 years
Long Leasehold Buildings over the remaining period of the lease
Leasehold improvements over the remaining period of the lease, or useful life if shorter
Fixtures, fittings, and equipment 3 to 10 years
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at the end of
each reporting period. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable amount.
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Consolidated Accounting Policies continued
Leases
Lease recognition
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease.
A contract is, or contains, a lease if it conveys the right to control the use of an identified asset for
a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use
assets are measured at cost, less accumulated depreciation and impairment losses and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of
lease liabilities recognised, adjusted for any lease payments made at or before the commencement
date, less any lease incentives received. Right-of-use assets are depreciated over the shorter of the
asset’s useful life or the lease term on a straight-line basis. Right-of-use assets are subject to, and
reviewed regularly for, impairment. Depreciation of right-of-use assets is included in operating
costs in the Consolidated Income Statement.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of the lease payments to be made over the lease term. Lease payments include fixed
payments less any lease incentives receivable.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease
term or a change in the fixed lease payments. Interest charges are included in finance costs in the
Consolidated Income Statement.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases
of machinery and equipment that have a lease term of less than 12 months and leases of low-value
assets (defined as assets with a value, when new, of £5,000 or less). Lease payments relating to
short-term leases and leases of low-value assets are recognised as an expense on a straight-line
basis over the lease term.
Subsequent measurement
The lease liability and right-of-use asset is subsequently remeasured to reflect changes in:
• The lease term (using a revised discount rate);
• The assessment of a purchase option (using a revised discount rate); and
• Future lease payments resulting from a change in an index, or a rate used to determine those
payments (using an unchanged discount rate).
Lease modifications may also prompt remeasurement of the lease liability unless they are
determined to be separate leases.
The payments related to leases are presented under cash flow from financing activities in the
Consolidated Cash Flow Statement.
Financial instruments
Recognition and measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVPL are expensed in the Consolidated Income Statement.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the cash flow characteristics of the asset. There are two measurement
categories into which the Group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. Interest
income from these financial assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in the Consolidated
Income Statement and presented in other gains/(losses) together with foreign exchange gains
and losses.
• FVPL: All other financial assets that do not meet the criteria for amortised cost are measured at
FVPL, unless the Group has made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive income (FVOCI).
A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in the
Consolidated Income Statement in the period in which it arises.
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Consolidated Accounting Policies continued
Impairment of financial assets
The Group uses a forward-looking approach to assess the expected credit losses associated with
its debt instruments carried at amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
Derivatives
Derivative financial instruments used are forward foreign exchange contracts. These are measured
at fair value. The fair values are determined by reference to the market prices available from the
market on which the instruments are traded.
Certain derivative financial instruments are designated as hedges in line with the Group’s treasury
policy. These are instruments that hedge exposure to variability in cash flows that is attributable to
a particular risk associated with a highly probable forecasted transaction.
Any gains or losses arising from changes in fair value derivative financial instruments not designated
as hedges are recognised in the Consolidated Income Statement.
The effective portion of changes in the fair value of derivatives that are designated and qualify
as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss
relating to the ineffective portion is recognised immediately in the Consolidated Income
Statement, within operating costs.
When option contracts are used to hedge forecast transactions, the Group designates only the
intrinsic value of the options as the hedging instrument.
Gains or losses relating to the effective portion of the change in intrinsic value of the options and
time value of options are recognised in the cash flow hedge reserve within equity.
When forward contracts are used to hedge forecast transactions, the Group designates the full
change in fair value of the forward contract (including forward points) as the hedging instrument.
The gains or losses relating to the effective portion of the change in fair value of the entire forward
contract are recognised in the cash flow hedge reserve within equity.
Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit
or loss. Where the hedged item subsequently results in the recognition of a non-financial asset
(such as inventory), both the deferred hedging gains and losses and the deferred time value of the
option contracts or deferred forward points, if any, are included within the initial cost of the asset.
The deferred amounts are ultimately recognised in the Consolidated Income Statement as the
hedged item affects profit or loss (for example, through cost of sales).
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the
criteria for hedge accounting, any cumulative deferred gain/loss and deferred costs of hedging in
equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition
of a non-financial asset such as inventory. When the forecast transaction is no longer expected to
occur, the cumulative gain/loss and deferred costs of hedging that were reported in equity are
immediately reclassified to the Consolidated Income Statement.
Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount reported in the Consolidated
Statement of Financial Position when there is a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be
enforceable in the normal course of business and in the event of default, insolvency or bankruptcy
of the Group or the counterparty.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and then carried at amortised cost
using the effective interest method, net of impairment provisions.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is derived using the average
cost method and includes costs incurred in bringing the inventories to their present location and
condition. Net realisable value is the estimated selling price less cost to sell in the ordinary course of
business. Provisions are made for obsolete, slow-moving or discontinued stock and for stock losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances including credit card receipts and deposits.
All cash equivalents have an original maturity of three months or less.
Trade and other payables
Trade and other payables are recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest rate method.
Bank borrowings and borrowing costs
Interest-bearing bank loans are initially recorded at their fair value and subsequently held at amortised
cost. Transaction costs incurred are amortised over the term of the loan.
Borrowings are classed as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months from the Consolidated Statement of Financial
Position date.
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Consolidated Accounting Policies continued
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed annually at each Consolidated Statement
of Financial Position date to determine whether there is any indication of impairment. If any such
indication exists, the asset’s recoverable amount is estimated.
The recoverable amount is the greater of fair value less costs of disposal and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time-value of money
and the risks specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for assets grouped at the lowest levels for which
there are largely independent cash flows, i.e. the cash-generating unit to which the asset belongs.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating
unit exceeds the recoverable amount. A cash-generating unit has been defined as an individual
store or the online business. If an impairment loss is identified for a cash-generating unit, the loss
shall be allocated to reduce the carrying amount of the assets of the unit pro-rated on the basis
of the carrying amount of each asset in the unit for both property, plant and equipment and
right-of-use assets. Impairment losses are recognised in the Consolidated Income Statement.
Share capital
Where the Group purchases its own equity share capital (treasury shares), the consideration
paid, including any directly attributable incremental costs, is deducted from equity attributable
to the Group’s equity holders until the shares are cancelled or reissued. Where such shares are
subsequently sold or reissued, any consideration received net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity attributable
to the Group’s equity holders.
Provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Group has a
current legal or constructive obligation as a result of a past event and it is probable that an outflow of
economic benefits will be required to settle the obligation, and the amount has been reliably measured.
A provision for onerous contracts is recognised when the expected benefit to be derived by the Group
from a contract is lower than the unavoidable costs of meeting its obligations under the contract.
A dilapidations provision is recognised when there is an expectation of future obligations relating to
the maintenance of leasehold properties arising from events such as lease renewals or terminations.
Climate change
Climate change risks including the impact of achieving the Group’s carbon emissions reduction
targets and the risks identified in the TCFD disclosures on pages 44 to 52 have been considered
and assessed in the preparation of the Consolidated Financial Statements for the period to
28 June 2025.
There has been no material impact identified on the financial reporting judgements and estimates
applied in the preparation of the Group’s Consolidated Financial Statements as a result of climate
change risks.
Given that the identified risks of climate change are expected to be present in the medium to long
term our focus has been on the non-current assets within the Consolidated Statement of Financial
Position. Specifically, for the material non-current assets, we note the following:
• The plant, property and equipment, and the right-of-use assets have relatively short useful lives
(the average remaining lease term of our leasehold land and buildings is 4.5 years (2024: 5.2
years)). The longer life assets relate to freehold stores, investment properties and our head office,
none of which are located in areas identified as being at significant risk to climate change.
• The intangible assets, which consist of a brand, internally generated and other software, have a useful
life of 3 to 5 years and therefore we would not expect the identified risks to impact these assets.
The other non-current assets were also reviewed, and no risk was identified. Current assets, by their
nature, are expected to be fully utilised within the business in the short term and no climate risk has
been identified in this time horizon.
New standards and interpretations
The Group has applied the following new standards and interpretations for the first time for the
annual reporting period commencing 30 June 2024:
• amendments to IAS 1: Classification of Liabilities as Current and Non-Current;
• amendments to IAS7 and IFRS 7: Supplier finance arrangements; and
• amendments to IFRS 16: Lease liability in a sale and leaseback.
The adoption of the standards and interpretations listed above has not led to any changes to the
Group’s accounting policies or had any other material impact on the financial position or
performance of the Group.
New accounting standards in issue but not yet effective
New standards and interpretations that are in issue, but not yet effective, are listed below:
• IAS 21 The Effects of Changes in Foreign Currency;
• IFRS 19 Subsidiaries without Public Accountability: Disclosures;
• IFRS 18 Presentation and Disclosure in Financial Statement;
• amendments to IFRS 9 Financial Instruments;
• amendments to IFRS 7 Financial Instruments: Disclosures;
The adoption of the above standards and interpretations is not expected to lead to any material
impact on the financial position or performance of the Group. However, the adoption of IFRS 18
is expected to lead to presentational changes within the financial statements.
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Notes to the Consolidated Financial Statements
For the 52 weeks ended 28 June 2025
1. Revenue
The Group has one reportable segment, which is the operations to enable the retail of homewares
in the UK and Ireland.
The Group operates a unified business model, offering homewares and furniture products through
an integrated multichannel platform. Customers engage with the Group across various touchpoints
including physical stores, the website, and customer service channels and their journeys can span
multiple channels before completing a purchase. Given this interconnected customer experience,
the Group does not distinguish between the different operations. Instead, performance is
monitored and reported at the Group level, reflecting the holistic nature of the retail proposition.
This approach aligns with how strategic decisions are made, resources are allocated, and
performance is evaluated by the Chief Operating Decision-maker. All activities — whether in-store,
online, or via support functions — contribute to a single, cohesive retail offering aimed at delivering
value and convenience to customers.
The Chief Operating Decision-maker is the Executive Board of Dunelm Group plc. The Executive
Board reviews internal management reports on a monthly basis and performance is assessed
based on a number of financial and non-financial KPIs as well as on profit before taxation. The list
of our financial and non-financial KPIs can be found on pages 30 to 31.
Management believes that these measures are the most relevant in evaluating the performance
of the Group and for making resource allocation decisions.
All material operations of the Group are carried out in the UK. The Group’s revenue is driven by the
consolidation of individual small value transactions and as a result, Group revenue is not reliant on
a major customer or group of customers.
At the period end the Group had £15.8m (2024: £12.5m) of sales orders placed that will be
recognised in the Consolidated Income Statement when the goods are despatched in the
following financial period.
2. Operating costs
Selling and distribution costs
560.5
528.6
Tech and Support expenses
150.5
141.4
711.0
670.0
3. Operating profit
Operating profit is stated after charging the following items:
Cost of inventories included in cost of sales
831.6
812.3
Amortisation of intangible assets
2.3
4.1
Depreciation of owned property, plant and equipment
28.7
26.3
Depreciation of Investment Property
0.3
—
Depreciation of right-of-use assets
50.9
50.2
Loss on disposal and impairment of property, plant and equipment and
intangible assets
0.5
0.5
Impairment of right-of-use assets
0.7
0.9
Expense related to short-term leases
4.7
3.7
The cost of inventories included in cost of sales includes the impact of a net decrease in the
provision for obsolete inventory of £6.0m (2024: £0.6m increase).
The analysis of the auditor remuneration is as follows:
Fees payable to the Group’s auditor for the audit of the Parent and
consolidated annual financial statements
43
37
— Audit of the Company’s subsidiaries pursuant to legislation
352
322
— Other assurance services (See Audit and Risk Committee report on
page 85 for further information)
67
50
4. Employee numbers and costs
The average monthly number of people employed by the Group (including Directors) was:
Selling
9,973
5,420
9,591
5,258
Distribution
1,139
1,105
1,148
1,110
Administration
1,196
1,178
1,170
1,153
12,308
7,703
11,909
7,521
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Notes to the Consolidated Financial Statements continued
4. Employee numbers and costs continued
The aggregate remuneration of all employees (including Directors) comprises:
Wages and salaries
275.4
248.0
Social security costs
21.2
17.6
Share-based payment expense (note 23)
5.5
4.3
Other pension costs
7.3
6.9
309.4
276.8
Details of Directors’ remuneration, share options, long-term incentive schemes and pension
entitlements are disclosed in the Remuneration Committee report on pages 88 to 113 and in the
Related Parties note on page 151.
5. Finance income and costs
Interest on bank deposits
1.4
1.6
Net foreign exchange gains
—
0.4
1.4
2.0
Interest on bank borrowings
(4.1)
(3.0)
Net foreign exchange losses
(0.4)
—
Amortisation of issue costs of bank loans
(0.6)
(0.8)
Interest on lease liabilities
(7.3)
(6.1)
(12.4)
(9.9)
Net finance expense
(11.0)
(7.9)
6. Taxation
UK corporation tax charge for the period
53.2
51.8
Adjustments in respect of prior periods
(1.4)
(0.4)
51.8
51.4
Origination of temporary differences
2.9
2.9
Adjustments in respect of prior periods
—
(0.1)
2.9
2.8
Total tax expense
54.7
54.2
The tax expense is reconciled with the standard rate of UK corporation tax as follows:
Profit before taxation
211.0
205.4
UK corporation tax at standard rate of 25.0% (2024: 25.0%)
52.8
51.4
Non-deductible expenses
3.3
3.2
Adjustments in respect of prior periods
(1.4)
(0.5)
Profit on disposal of ineligible assets
—
0.1
Tax expense
54.7
54.2
The taxation expense for the period as a percentage of profit before tax is 25.9% (2024: 26.4%).
Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the
Group operates. The legislation is effective for the Group’s financial year beginning 30 June 2024.
The Group has performed an assessment of the Group’s potential exposure to Pillar Two income
taxes. This assessment is based on the most recent information available regarding the financial
performance of the constituent entities in the Group. Based on the assessment performed the
Group meets the requirements for safe harbour provisions for Ireland in which the tax rate is
currently 12.5% and as such no top up tax is due here. All other jurisdictions in which the Group
operates are above 15% and management is not currently aware of any circumstances under which
this might change. Therefore, the Group does not expect a potential tax liability in relation to Pillar
Two top up taxes. The Group applies the exception to recognising and disclosing information
about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the
amendments to IAS12 issued May 2023.
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Notes to the Consolidated Financial Statements continued
7. Dividends
The dividends set out in the table below relate to the 1 pence Ordinary Shares:
Dividend type
In respect of period ended
Final
1 July 2023
27.0
—
54.5
Interim
29 June 2024
16.0
—
32.3
Special
29 June 2024
35.0
—
70.8
Final
29 June 2024
27.5
55.6
—
Interim
28 June 2025
16.5
33.4
—
Special
28 June 2025
35.0
70.4
—
159.4
157.6
The Board is proposing a final dividend of 28 pence per Ordinary Share for the period ended
28 June 2025 which equates to £56.4m. Subject to shareholder approval at the AGM this will be
paid on 25 November 2025 to shareholders on the register at the close of business on 31 October
2025. The Ordinary Shares will be quoted ex dividend on 30 October 2025. The proposed
dividend is not recognised as a liability at year end.
8. Earnings per Ordinary Share
Basic earnings per share is calculated by dividing the profit for the period attributable to equity
holders of the Company by the weighted average number of Ordinary Shares in issue during the
period, excluding Ordinary Shares purchased by the Company and held as treasury shares (note 22).
For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted
to assume conversion of all dilutive potential Ordinary Shares. These represent share options
granted to employees where the exercise price is less than the average market price of the Group’s
Ordinary Shares during the period.
Profit for the period
156.3
151.2
Weighted average number of shares in issue during the period
202,366
202,355
Impact of share options
1,019
893
Number of shares for diluted earnings per share
203,385
203,248
Basic (pence)
77.2
74.7
Diluted (pence)
76.8
74.4
9. Intangible assets
At 1 July 2023
52.0
11.5
63.5
Additions
2.6
—
2.6
Disposals
(0.2)
—
(0.2)
At 29 June 2024
54.4
11.5
65.9
Additions
2.3
7.0
9.3
At 28 June 2025
56.7
18.5
75.2
At 1 July 2023
47.1
11.1
58.2
Charge for the financial period
4.0
0.1
4.1
Disposals
(0.2)
—
(0.2)
At 29 June 2024
50.9
11.2
62.1
Charge for the financial period
2.1
0.2
2.3
At 28 June 2025
53.0
11.4
64.4
At 1 July 2023
4.9
0.4
5.3
At 29 June 2024
3.5
0.3
3.8
At 28 June 2025
3.7
7.1
10.8
All amortisation is included within operating costs in consolidated income statement.
Management’s review of indicators of impairment did not result in the recognition of any
impairment in the period (2024: £nil).
Within software development and licences there were £2.2m additions (2024: £2.4m) relating
to internally generated assets.
Within rights to brands and customer lists £7.0m additions (2024: £Nil) relating to acquired
intellectual property and brands.
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Notes to the Consolidated Financial Statements continued
10. Property, plant and equipment
At 1 July 2023
107.0
—
167.2
140.3
414.5
Transfer
(0.2)
—
0.2
—
—
Additions
0.3
—
13.4
15.8
29.5
Disposals
—
—
(6.8)
(4.3)
(11.1)
At 29 June 2024
107.1
—
174.0
151.8
432.9
Transfer
—
—
0.2
(0.2)
—
Additions
8.9
0.2
10.7
15.1
34.9
Disposals
(0.1)
—
(1.2)
(1.3)
(2.6)
At 28 June 2025
115.9
0.2
183.7
165.4
465.2
At 1 July 2023
21.8
—
105.1
117.7
244.6
Charge for the financial period
1.8
—
14.0
10.5
26.3
Disposals
—
—
(6.7)
(4.1)
(10.8)
Impairment
—
—
(0.1)
(0.1)
(0.2)
At 29 June 2024
23.6
—
112.3
124.0
259.9
Charge for the financial period
2.7
—
13.9
12.1
28.7
Disposals
(0.1)
—
(0.2)
(0.4)
(0.7)
Impairment
—
—
(0.6)
(0.8)
(1.4)
At 28 June 2025
26.2
—
125.4
134.9
286.5
At 1 July 2023
85.2
—
62.1
22.6
169.9
At 29 June 2024
83.5
—
61.7
27.8
173.0
At 28 June 2025
89.7
0.2
58.3
30.5
178.7
All depreciation charges have been included within operating costs in the Consolidated
Income Statement.
The impairment charge of £(1.4)m recognised in the period (2024: £(0.2)m) is for assets currently
not in use.
11. Leases
Right-of-use assets included in the Consolidated Statement of Financial Position at 28 June 2025
were as follows:
At the beginning of the period
201.7
21.2
222.9
231.3
Additions
40.0
9.9
49.9
44.6
Disposals
(0.1)
—
(0.1)
(1.9)
Impairment
(0.7)
—
(0.7)
(0.9)
Depreciation
(44.6)
(6.3)
(50.9)
(50.2)
At the end of the period
196.3
24.8
221.1
222.9
Right-of-use additions included £(0.6)m of lease modifications in the period (2024: £5.2m).
The impairment charge of £(0.7)m (2024: £(0.9)m) relates to impairment in respect of leases for
properties currently not in use.
Lease liabilities included in the Consolidated Statement of Financial Position at 28 June 2025 were
as follows:
At the beginning of the period
(228.1)
(21.5)
(249.6)
(258.2)
Additions
(42.4)
(9.5)
(51.9)
(46.2)
Disposals
0.1
—
0.1
1.9
Interest
(6.2)
(1.1)
(7.3)
(6.1)
Repayment of lease liabilities
54.7
6.5
61.2
59.0
At the end of the period
(221.9)
(25.6)
(247.5)
(249.6)
The discount rate applied across all lease liabilities ranged between 0.90% and 6.76% (2024: 0.90%
and 6.76%). The discount rate is determined at the inception of the lease and the rate reflects our
incremental borrowing rate which we assess by considering the marginal rate on the Group’s
Revolving Credit Facility (RCF), the Bank of England base rate, the yield on Government bonds and
the term of the lease.
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Notes to the Consolidated Financial Statements continued
11. Leases continued
The lease liability, as split between current and non-current liabilities in the Statement of Financial
Position, is as follows:
Current
(53.1)
(52.1)
Non-current
(194.4)
(197.5)
(247.5)
(249.6)
The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, are
as follows:
Less than one year
(62.7)
(59.2)
One to two years
(53.8)
(50.9)
Two to five years
(116.8)
(104.1)
Five to ten years
(55.8)
(63.2)
More than ten years
(0.8)
(1.7)
Total undiscounted lease liability
(289.9)
(279.1)
The average remaining lease term of our leasehold land and buildings is 4.5 years (2024: 4.2 years).
The following amounts have been recognised in the Consolidated Income Statement:
Depreciation of right-of-use assets
44.6
6.3
50.9
50.2
Impairment of right-of-use assets
0.7
—
0.7
0.9
Interest expenses (included in financial expenses)
6.2
1.1
7.3
6.1
Expense relating to short-term leases
3.4
1.3
4.7
3.7
The total cash outflow for leases during the financial period was £57.9m (2024: £56.9m).
12. Investment properties
At 29 June 2024
7.5
Additions
22.3
At 28 June 2025
29.8
At 29 June 2024
—
Charge for the financial period
0.3
At 28 June 2025
0.3
At 29 June 2024
7.5
At 28 June 2025
29.5
In July 2024, the Group purchased a freehold tenanted retail property in an attractive location for
£22.3m, as it was acquired in the year, no external valuation has been performed for the period
ended 28 June 2025. We expect to convert this into a Dunelm store in the future.
Investment properties are stated at cost less accumulated depreciation. As at 28 June 2025,
all amortisation and depreciation charges have been included within operating costs in the
Consolidated Income Statement.
The external valuation for the property purchased in 2024 was performed by a professionally
qualified, independent valuer. The valuation conforms to International Valuation Standards and UK
national supplement (the ‘Red Book’). The valuation was arrived at by reference to market evidence
of the transaction prices paid for similar properties. In estimating the fair value of the properties,
the valuers consider the highest and best use of the properties.
The fair value of each property has been assessed as being materially in line with the historical costs.
At 28 June 2025 investment properties rental income was £1.5m included within other operating
income in the Consolidated Income Statement.
13. Deferred tax assets/liabilities
Deferred tax is provided in full on temporary differences under the liability method using a taxation
rate of 25.0%.
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13. Deferred tax assets/liabilities continued
Deferred taxation assets and liabilities are attributable to the following:
Assets
Liabilities
Net assets/(liabilities)
Property, plant and equipment
0.3
—
(5.3)
(2.7)
(5.0)
(2.7)
Share-based payments
3.7
3.0
—
—
3.7
3.0
Hedging
4.3
1.3
—
—
4.3
1.3
Other temporary differences
0.4
0.4
(0.2)
(0.2)
0.2
0.2
8.7
4.7
(5.5)
(2.9)
3.2
1.8
Assets
Liabilities
Net assets/(liabilities)
(payable) after more than
12 months
0.6
1.9
(5.5)
(2.9)
(4.9)
(1.0)
(payable) within 12 months
8.1
2.8
—
—
8.1
2.8
8.7
4.7
(5.5)
(2.9)
3.2
1.8
The movement in the net deferred tax balance is as follows:
Balance at
29 June
in equity 2024
£’m
Property, plant and equipment
(0.8)
(1.9)
—
(2.7)
Share-based payments
5.1
(0.8)
(1.3)
3.0
Hedging
2.3
—
(1.0)
1.3
Other temporary differences
0.3
(0.1)
—
0.2
6.9
(2.8)
(2.3)
1.8
Balance at
28 June
in equity 2025
£’m
Property, plant and equipment
(2.7)
(2.6)
0.3
(5.0)
Share-based payments
3.0
(0.3)
1.0
3.7
Hedging
1.3
—
3.0
4.3
Other temporary differences
0.2
—
—
0.2
1.8
(2.9)
4.3
3.2
14. Inventories
Raw materials
0.9
1.3
Work in progress
0.1
0.1
Goods for resale
225.3
221.6
226.3
223.0
Goods for resale includes a net realisable value provision of £15.3m (2024: £21.3m). Write-downs of
inventories to net realisable value amounted to £20.9m (2024: £30.7m). These were recognised as an
expense during the period and were included in cost of sales in the Consolidated Income Statement.
15. Trade and other receivables
Trade receivables
9.6
3.7
Other receivables
3.6
0.4
Prepayments
13.8
11.6
Accrued income
13.1
10.5
40.1
26.2
All trade receivables are due within one year from the end of the reporting period.
No impairment was incurred on trade and other receivables during the period and the expected
credit loss provision held at period end is £nil (2024: £nil). No material amounts are overdue
(2024: £nil).
16. Cash and cash equivalents
Cash at bank and in hand
30.0
23.4
The Group deposits funds only with institutions that have a credit rating of ‘A’ and above and the
term is less than three months.
Notes to the Consolidated Financial Statements continued
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17. Trade and other payables
Trade payables
93.7
92.3
Accruals
79.6
67.3
Deferred income
15.8
12.5
Taxation and social security
30.8
32.3
Other payables
0.1
0.6
220.0
205.0
Deferred income includes contract liabilities of £12.1m (2024: £8.8m) where payment has been
received in respect of performance obligations which will be met in future periods. Performance
obligations associated with contract liabilities relating to unfulfilled sales orders of £8.9m
(2024: £7.5m) are expected to be met within twelve months of the reporting date.
Contract liability for gift cards of £3.2m (2024: £1.3m) may be met over a period of up to two years
from the reporting date, consistent with the term of the gift cards in issue. Movement in the gift card
deferred income balance is as follows:
Opening balance
1.3
1.1
Issued in the year
16.6
5.6
Released to income statement
(14.7)
(5.4)
Closing balance
3.2
1.3
18. Financial risk management
The Board of Directors has overall responsibility for the oversight of the Group’s risk management
framework. A formal process for reviewing and managing risk in the business is in place.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s deposits
with banks and financial institutions as well as foreign exchange hedging agreements with its
banking counterparties. The Group only deals with creditworthy counterparties and uses publicly
available financial information to rate its counterparties, therefore credit risk is considered to be low.
Group policy is that surplus funds are placed on deposit with counterparties approved by the
Board, with a minimum of an ‘A’ credit rating. The credit limit for the syndicate banks is £60m.
All other parties are limited to £25m.
The Group’s maximum exposure to credit risk is represented by the carrying amount of financial
assets. No collateral is held (2024: £nil). At the period end the maximum exposure is detailed in the
table below:
Cash and cash equivalents
30.0
23.4
Trade and other receivables
13.2
4.1
Accrued income
13.1
10.2
Derivative financial instruments
—
0.3
Total current financial assets
56.3
38.0
Derivative financial instruments
—
0.1
Total financial assets
56.3
38.1
Credit risk
Trade and other receivables include rebates due from suppliers recognised as a reduction to
cost of sales in the period to which they relate. The rebates are recovered through deductions from
future payments to suppliers and therefore management is confident of the recoverability of
these balances.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses (ECL) which
uses a lifetime expected loss allowance for all trade and other receivables and accrued income.
To measure the expected credit losses, trade and other receivables and accrued income have been
grouped based on shared credit risk characteristics and the days past due. There is limited
exposure to ECL due to the way the Group operates.
The Group will write off, either partially or in full, the gross carrying amount of a financial asset when
there is no realistic prospect of recovery. This is usually the case when it is determined that the
debtor does not have the assets or sources of income that could generate sufficient cash flows to
repay the amounts subject to the write-off. However, the Group may still choose to pursue
enforcement in order to recover the amounts due.
On that basis, the loss allowance as 29 June 2024 and 28 June 2025 was determined to not be
significant for trade and other receivables, accrued income and cash and cash equivalents.
Notes to the Consolidated Financial Statements continued
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18. Financial risk management continued
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both normal and extreme
circumstances. The Group manages this risk by continuously monitoring cash flow forecasts.
Further details of the Group’s available facilities can be found in the capital management section
of this note.
All cash flows on financial liabilities for 2025 and 2024 are contractually due within one year with
the exception of provisions, bank loans, certain derivative financial liabilities and lease liabilities.
The details of lease liabilities are shown in note 11.
Total borrowings of £132.0m (2024: £79.0m) reflect the level of facility drawdown at the period end
on the Group’s committed RCF.
Interest rate risk
The Group’s bank borrowings incur variable interest rate charges. The Group’s policy aims to
manage the interest cost of the Group within the constraints of its financial covenants. The Group
will continue to monitor movements in the interest rate swap market.
During the period, if Sterling Overnight Index Average (SONIA) interest rates had been 100 basis
points higher with all other variables held constant, post-tax profit would have been £0.5m lower
(2024: £0.3m lower).
Foreign currency risk
All of the Group’s revenues are in sterling and euros. The majority of purchases are also in pounds
sterling, but some goods purchased direct from overseas suppliers are paid for in US dollars,
accounting for just over 30.0% (2024: 30.0%) of stock purchases in the period ended 28 June 2025.
The Group uses various means to cover its exposure to US dollars including holding US dollar cash
balances and taking out forward foreign exchange contracts for the purchase of US dollars. All the
Group’s foreign exchange transactions are designed to satisfy US dollar denominated liabilities.
The maximum level of hedging coverage which will be undertaken is 100% of anticipated
expenditure on a three-month horizon, stepping down to 75% on a four- to 12-month horizon and
50% on a 13- to 18-month horizon. There is a low level of coverage beyond the 18-month horizon.
Cash flow hedges are in place to manage foreign exchange rate risk arising from forecast purchases
denominated in US dollars. At the Consolidated Statement of Financial Position date, the fair value
of US dollar foreign exchange forward contracts held in cash flow hedges was a £17.3m liability
(2024: £5.1m liability) which relates to a commitment to purchase
$414.0m (2024: $368.0m) for a fixed sterling amount. A fair value loss of £21.5m (2024: gain of
£0.2m) was recognised in other comprehensive income and no loss (2024: nil) was recognised on
cash flow hedges during the period. In the period, a loss of £9.3m (2024: £3.9m loss) was recycled
from the cash flow hedge reserve to inventory to offset foreign exchange movements on
purchases. The remaining hedge reserve balance will be recycled to the Consolidated Income
Statement to offset future purchases occurring after the Consolidated Statement of Financial
Position date, the majority of which expire in the next 12 months.
The outstanding US dollar liabilities at the period end were $0.1m (2024: $0.1m).
At the period end if GBP had strengthened by 10% against US dollar with all other variables held
constant, post-tax profit would have been £0.1m lower (2024: £0.1m higher) as a result of foreign
exchange gains on translation of US dollar denominated trade payables and cash and cash
equivalents. Other components of equity would have been £1.7m higher (2024: £0.5m higher)
as a result of a decrease in fair value of derivatives designated as cash flow hedges.
Conversely, if GBP had weakened by 10% against US dollar with all other variables held constant,
post-tax profit for the period would have been £0.1m higher (2024: £0.1m lower) and other
components of equity would have been £1.7m lower (2024: £0.5m lower).
The US dollar period end exchange rate applied in the above analysis is £1=$1.2372 (2024: £1=$1.2644).
Capital management
The Group considers equity plus debt as capital. There are no externally imposed capital
requirements on the Group.
The Board’s objective with respect to capital management is to ensure the Group continues as a
going concern in order to optimise returns to shareholders. The Board regularly monitors the level
of capital in the Group to ensure that this can be achieved.
The Company has a syndicated RCF of £250m which is committed until 6 September 2029.
There is also an optional accordion facility of £100m. The terms of the RCF are consistent with
normal practice and include covenants in respect of leverage (Group net debt to be no greater
than 2.5x Group EBITDA before exceptional items) and fixed charge cover Group Earnings before
interest, tax, depreciation, amortisation and restructuring (EBITDAR) before exceptional items to
be no less than 1.75x Group fixed charges), both of which were met comfortably as at 28 June 2025
as shown below. In addition, the Company maintains £10m of uncommitted overdraft facilities with
one syndicate partner bank.
Notes to the Consolidated Financial Statements continued
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18. Financial risk management continued
The gearing ratio and banking covenants were as follows:
Total borrowings (note 19)
132.0
79.0
Less: cash and cash equivalents (note 16)
(30.0)
(23.4)
Net debt
102.0
55.6
Less: unamortised debt issue costs (note 19)
(1.8)
(2.0)
Net debt including unamortised debt issue costs
100.2
53.6
Total equity
118.8
137.9
Total capital
219.0
191.5
Gearing ratio
45.8%
28.0%
Operating profit
222.0
213.3
and intangible assets (note 3)
31.0
30.4
and intangible assets (note 3)
0.5
0.5
Adjusted EBITDA
253.5
244.2
Leverage ratio
0.40
0.22
Adjusted EBITDA
253.5
244.2
Add: RoUA depreciation
50.9
50.2
Add: RoUA impairment
0.7
0.9
EBITDA
305.1
295.3
Add: Rent
6.9
4.3
EBITDAR
312.0
299.6
Net interest (note 5)
11.0
7.9
Rent plus RoUA depreciation
57.8
54.5
Fixed charges
68.8
62.4
Fixed charge cover
4.5
4.8
Derivatives: Hedge ineffectiveness
Hedge effectiveness is determined at the inception of the hedge relationship, and through
periodic prospective effectiveness assessments to ensure that an economic relationship exists
between the hedged item and hedging instrument.
For hedges of foreign currency purchases, the Group enters into hedge relationships where
the critical terms of the hedging instrument match exactly with the terms of the hedged item.
The Group therefore performs a qualitative assessment of effectiveness. If changes in
circumstances affect the terms of the hedged item such that the critical terms no longer match
exactly with the critical terms of the hedging instrument, the Group uses the hypothetical
derivative method to assess effectiveness.
In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast
transaction changes from what was originally estimated, or if there are changes in the credit risk
of the Group or the derivative counterparty.
Market risk
The Group uses a combination of foreign currency options and foreign currency forwards to hedge
its exposure to foreign currency risk.
The Group only designates the spot component of foreign currency forwards in hedge
relationships. The spot component is determined with reference to relevant spot market exchange
rates. The differential between the contracted forward rate and the spot market exchange rate is
defined as the forward points. It is discounted where material.
The changes in the forward element of the foreign currency forwards that relate to hedged items
are deferred in the hedging reserve.
Effects of hedge accounting on the financial position and performance
Carrying amount of liability
(17.3)
(5.1)
Notional amount
329.9
295.5
Hedge ratio
1:1
1:1
hedge effectiveness
£21.5m
£0.2m
Change in the value of hedging instruments
£(21.5)m
£(0.2)m
(including forward points)
£1:US$1.2508 £1:US$1.2445
Notes to the Consolidated Financial Statements continued
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18. Financial risk management continued
Fair values
The fair value of the Group’s financial assets and liabilities are equal to their carrying value.
The fair value of foreign currency contracts are amounts required by the counterparties to cancel
the contracts at the end of the period.
Fair value hierarchy
Financial instruments carried at fair value are required to be measured by reference to the
following levels:
• Level 1: quoted prices in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
All derivative financial instruments carried at fair value have been measured by a Level 2 valuation
method, based on observable market data.
Financial assets/(liabilities)
The carrying value of all financial assets and financial liabilities was materially equal to their fair value.
Cash and cash equivalents
23.4
—
—
23.4
Trade and other receivables
4.1
—
—
4.1
Accrued income
10.2
—
—
10.2
Derivative financial instruments
—
—
0.4
0.4
Total financial assets
37.7
—
0.4
38.1
Trade and other payables
—
(92.9)
—
(92.9)
Accruals
—
(67.3)
—
(67.3)
Lease liabilities
—
(249.6)
—
(249.6)
Bank loans
—
(77.0)
—
(77.0)
Derivative financial instruments
—
—
(5.5)
(5.5)
Total financial liabilities
—
(486.8)
(5.5)
(492.3)
Net financial assets/(liabilities)
37.7
(486.8)
(5.1)
(454.2)
Cash and cash equivalents
30.0
—
—
30.0
Trade and other receivables
13.2
—
—
13.2
Accrued income
13.1
—
—
13.1
Total financial assets
56.3
—
—
56.3
Trade and other payables
—
(93.8)
—
(93.8)
Accruals
—
(79.6)
—
(79.6)
Lease liabilities
—
(247.5)
—
(247.5)
Bank loans
—
(130.2)
—
(130.2)
Derivative financial instruments
—
—
(17.3)
(17.3)
Total financial liabilities
—
(551.1)
(17.3)
(568.4)
Net financial assets/(liabilities)
56.3
(551.1)
(17.3)
(512.1)
The currency profile of the Group’s cash and cash equivalents is as follows:
Sterling
29.6
22.2
US dollar
0.1
0.9
Euro
0.3
0.3
30.0
23.4
19. Bank loans
Total borrowings
132.0
79.0
Less: unamortised debt issue costs
(1.8)
(2.0)
Net borrowings
130.2
77.0
Borrowings relate to the Group’s syndicated Revolving Credit Facility, as described in note 18.
Notes to the Consolidated Financial Statements continued
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19. Bank loans continued
The analysis below shows the reconciliation of net debt:
Net debt at 30 June 2024 and 2 July 2023
(55.6)
(30.7)
exchange revaluations)
7.0
(23.3)
Effect of foreign exchange (note 5)
(0.4)
0.4
Repayments of Revolving Credit Facility
99.0
108.0
Drawdowns of Revolving Credit Facility
(152.0)
(110.0)
Movement in net debt
(46.4)
(24.9)
Net debt represented by
Cash and cash equivalents (note 16)
30.0
23.4
Non-current borrowings (note 19)
(132.0)
(79.0)
Net debt at 28 June 2025 and 29 June 2024
(102.0)
(55.6)
Lease liabilities (note 11)
(247.5)
(249.6)
Net debt at 28 June 2025 and 29 June 2024 (including lease liabilities)
(349.5)
(305.2)
20. Provisions
Property related
5.5
(0.1)
1.2
(1.1)
5.5
Legal related and other
—
—
2.2
—
2.2
5.5
(0.1)
3.4
(1.1)
7.7
Property-related provisions consist of costs associated with vacant property and dilapidations.
Legal-related and other provisions include potential costs for legal disputes with the business.
All provisions are based on the Directors’ best estimate of the Group’s future liabilities.
21. Issued share capital
In issue at the start of the period
203,426,835
203,426,835
In issue at the end of the period
203,426,835
203,426,835
Authorised
500,000,000
5.0
500,000,000
5.0
Allotted, called up and fully paid
203,426,835
2.0
203,426,835
2.0
Proceeds received in relation to shares issued during the period were £nil (2024: £nil).
22. Treasury shares
Outstanding at the beginning of the period
1,226,461
11.5
1,712,790
16.0
Purchased during the period
1,500,000
14.7
—
—
option schemes
(582,449)
(5.6)
(486,329)
(4.5)
Outstanding at the end of the period
2,144,012
20.6
1,226,461
11.5
Proceeds from the issue of treasury shares included in the Consolidated Statement of Cash
Flows and Consolidated Statement of Changes in Equity of £0.7m (2024: £0.1m) is the amount
employees contributed.
The Group has the right to reissue the remaining treasury shares at a later date.
Notes to the Consolidated Financial Statements continued
Dunelm Group plc
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23. Share-based payments
The Group operates a number of share-based payment schemes as follows:
Dunelm Group Savings Related Share Option Plan (Sharesave)
The Dunelm Group plc Savings Related Share Option Plan (Sharesave) scheme is open to all
colleagues with eligible length of service. Invitations to participate in the scheme are issued
annually and the scheme is ‘approved’ under HMRC rules. The current maximum monthly savings
for the schemes detailed below is £500. Options are granted at the prevailing market rate less
a discount of 20.0%. Options may be exercised under the scheme within six months of the
completion of each three-year savings contract (from the grant date). There is provision for early
exercise in certain circumstances such as death, disability, redundancy, and retirement. Sharesave
options are accounted for as equity-settled awards under IFRS 2.
The following table summarises the movement in Dunelm Group plc Sharesave options during
the period:
Outstanding at beginning of period
2,435,045
735.95
2,214,266
717.67
Granted
459,799
929.00
614,293
810.00
Exercised
(78,695)
932.51
(22,174)
658.94
Forfeited
(373,250)
867.83
(371,340)
754.03
Outstanding at end of period
2,442,899
745.81
2,435,045
735.95
Exercisable at end of period
2,044
1,046.00
78,984
1,167.00
Exercisable at end of period refers to all share options not exercised which have passed their
vesting date, but not yet reached their expiry date. The figure of 2,044 options (2024: 78,984
options) excludes the provisions for early exercise explained above.
Options outstanding at 28 June 2025 are exercisable at prices ranging between 667.00p and
1,046.00p (2024: 667.00p and 1,167.00p) and have a weighted average remaining contractual life
of 1.5 years (2024: 2.1 years), as analysed in the table below:
667.00
1,536,869
1.0
1,683,046
2.0
810.00
445,636
2.0
537,082
3.0
929.00
390,610
3.0
—
—
1,046.00
69,784
—
135,195
1.0
1,167.0 0
—
—
79,722
—
2,442,899
1.5
2,435,045
2.1
Long-Term Incentive Plan (LTIP)
As explained in the Remuneration Committee report, the Group operates an equity-settled LTIP
scheme for Executive Directors and other senior colleagues. Performance conditions for the LTIP
awards are detailed in the Remuneration Committee report. LTIP options are also accounted for as
equity-settled awards under IFRS 2.
The following table summarises the movements in nil-cost LTIP awards during the period:
Outstanding at beginning of period
1,991,911
1,897,942
Granted
656,910
579,517
Dividend equivalent awarded in the period
96,169
67,275
Exercised
(349,808)
(348,727)
Forfeited
(132,369)
(204,096)
Outstanding at end of period
2,262,813
1,991,911
Exercisable at end of period
4,717
4,717
Exercisable at end of period refers to all share options not exercised which have passed their
vesting date, but not yet reached their expiry date.
The weighted average remaining contractual life of these options is 8.0 years (2024: 8.1 years).
Notes to the Consolidated Financial Statements continued
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149

23. Share-based payments continued
Restricted Stock Award (RSA)
These awards are granted to particular individuals and are dependent on continuing employment.
The only performance condition is that the threshold diluted earnings per share as per the LTIP
conditions is met as detailed in the Remuneration Committee report on pages 88 to 113. RSA options
are also accounted for as equity-settled awards under IFRS 2.
The following table summarises the movements in nil-cost RSA options during the period:
Outstanding at beginning of period
334,747
316,446
Granted
336,113
155,032
Dividend equivalent awarded in the period
16,377
9,928
Exercised
(153,786)
(115,428)
Forfeited
(20,033)
(31,231)
Outstanding at end of period
513,418
334,747
Exercisable at end of period
35,239
12,437
Exercisable at end of period refers to all share options not exercised which have passed their
vesting date, but not yet reached their expiry date.
The weighted average remaining contractual life of these options is 5.4 years (2024: 7.9 years).
Bonus Deferred Shares Award
The Bonus Deferred Shares Award provides options over shares in Dunelm Group plc for
colleagues of the Group as a discretionary bonus. This is an equity-settled share option scheme
and there are no performance conditions attached to these awards, they are only dependent on
continued employment. Under this arrangement, colleagues are awarded a number of options
which is based on the cash value of the earned bonus award, determined by their achievement of
a mixture of Group and individual performance metrics, divided by a share price value of 1,189.00p
which was approved at the November 2020 AGM. The deferred shares awarded vested in
September 2021 and/or September 2022, depending on colleague level.
The Bonus Deferred Shares Award is structured as nil-cost options and the following table
summarises their movement during the period:
Outstanding at beginning of period
2,709
2,783
Dividend equivalent awarded in the period
—
—
Exercised
—
—
Forfeited
—
(74)
Outstanding at end of period
2,709
2,709
Exercisable at end of period
2,709
2,709
The weighted average remaining contractual life of these options is nil years (2024: nil years).
Fair value calculations
The fair values of all share options granted are calculated at the date of grant using a Black-Scholes
option pricing model except for the LTIPs granted in October 2024 for which fair values are
calculated at the date of grant using a Monte-Carlo option pricing model. Expected volatility is
determined by calculating the historical volatility of the Group’s share price over a period equivalent
to the expected life of an option which is aligned to its vesting period.
The following tables list the inputs to the model used for options granted in the periods ended
28 June 2025 and 29 June 2024 based on information at the date of grant:
Sharesave plans
2025
2024
Share price at date of grant
1,161.00p
1,086.00p
Exercise price
929.00p
810.00p
Volatility
31.42%
34.55%
Expected life
3 years
3 years
Risk-free rate
4.13%
3.31%
Dividend yield
3.90%
3.88%
Fair value per option
359.70p
342.80p
Notes to the Consolidated Financial Statements continued
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23. Share-based payments continued
LTIP awards
2025
2024
Share price at date of grant
1,078.00p—1,161.00p
1,086.00p
Exercise price
0.00p
0.00p
Volatility
31.80%—31.97%
34.55%
Expected life
3 years
3 years
Risk-free rate
4.13%
3.93%
Dividend yield
3.90%
3.88%
Fair value per option
544.0p—988.0p
736.90p
Restricted Stock awards
2025
2024
Share price at date of grant
1,161.00p
1,086.00p—1,111.00p
Exercise price
0.00p
0.00p
Volatility
28.90%—31.80%
27.43%—34.55%
Expected life
1—3 years
1—2 years
Risk-free rate
4.13%
3.93%—3.97%
Dividend yield
3.90%
3.88%
Fair value per option
786.10—1,116.50p
736.90—1,086.20p
The charge to the Income Statement for all share option schemes is disclosed in note 4.
24. Commitments
As at the period end date, the Group had entered into capital contracts for technology, new stores
and refits amounting to £5.9m (2024: £1.5m).
25. Contingent liabilities
The Group had no contingent liabilities at the period end date (2024: £nil).
26. Related parties
Identity of related parties
The Group has related party relationships with its subsidiaries and with its Directors. Transactions
between the Group and its subsidiaries, which are related parties, have been eliminated on
consolidation for the Group. A list of subsidiaries can be found in note C4 to the Parent Company
Financial Statements.
Key management personnel
The key management personnel of the Group comprise members of the Board of Directors and
the Executive Board.
Directors of the Company and their close relatives control 37.5% (2024: 42.7%) of the voting shares
of the Company.
Disclosures relating to remuneration of Directors are set out in the Remuneration Committee
report on pages 88 to 113. The remuneration of the key management personnel is set out below:
Wages and salaries
4.0
3.7
Termination benefits
—
—
Short-term employee benefits
2.9
2.0
Post-employment benefits
0.1
0.1
Share-based payments (including NI)
2.1
1.0
9.1
6.8
The amount of gains made by Directors on the exercise of share options are disclosed in the
Remuneration Committee report on page 98.
From time to time Directors of the Group, or their related entities, may purchase goods from the
Group. These purchases are on the same terms and conditions as those entered into by other
Group employees and values involved are trivial.
27. Ultimate controlling party
The Directors consider that there is no ultimate controlling party of Dunelm Group plc.
Notes to the Consolidated Financial Statements continued
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Parent Company Statement of Financial Position
As at 28 June 2025
Note
28 June
2025
£’m
29 June
2024
£’m
Non-current assets
Investments in subsidiary undertakings C4 77.4 72.5
Deferred tax assets C5 0.2 0.4
Total non-current assets 77.6 72.9
Current assets
Trade and other receivables C6 72.8 84.7
Total current assets 72.8 84.7
Total assets 150.4 157.6
Current liabilities
Trade and other payables C7 (0.2) (0.2)
Total current liabilities (0.2) (0.2)
Total liabilities (0.2) (0.2)
Net assets 150.2 157.4
Equity
Issued share capital C11 2.0 2.0
Share premium account 1.7 1.7
Non-distributable reserves 32.3 27.4
Capital redemption reserve 43.2 43.2
Retained earnings 71.0 83.1
Total equity attributable to equity holders of the Parent 150.2 157.4
The Company recorded a profit after tax of £160.8m (2024: £79.3m).
The financial statements on pages 152 to 157 were approved by the Board of Directors on
9 September 2025 and were signed on its behalf by:
Karen Witts
Director
Company number 04708277
9 September 2025
Parent Company Statement of Changes in Equity
For the 52 weeks ended 28 June 2025
Note
Issued
share
capital
£’m
Share
premium
account
£’m
Non-
distributable
reserves
£’m
Capital
redemption
reserve
£’m
Retained
earnings
£’m
Total equity
attributable
to equity
holders of
the Parent
£’m
As at 1 July 2023 2.0 1.7 23.6 43.2 160.9 231.4
Profit for the period — — — — 79.3 79.3
Total comprehensive
income for the period — — — — 79.3 79.3
Proceeds from issue of
treasury shares C12 — — — — 0.1 0.1
Share-based payments C13 — — 3.8 — 0.5 4.3
Deferred tax on share-
based payments C5 — — — — (0.1) (0.1)
Dividends C3 — — — — (157.6) (157.6)
Total transactions with
owners, recorded directly
in equity — — 3.8 — (157.1) (153.3)
As at 29 June 2024 2.0 1.7 27.4 43.2 83.1 157.4
Profit for the period — — — — 160.8 160.8
Total comprehensive
income for the period — — — — 160.8 160.8
Purchase of Treasury
Shares — — — — (14.7) (14.7)
Proceeds from issue of
Treasury Shares C12 — — — — 0.7 0.7
Share-based payments C13 — — 4.9 — 0.6 5.5
Deferred tax on share-
based payments C5 — — — — (0.1) (0.1)
Dividends C3 — — — — (159.4) (159.4)
Total transactions with
owners, recorded directly
in equity — — 4.9 — (172.9) (168.0)
As at 28 June 2025 2.0 1.7 32.3 43.2 71.0 150.2
The non-distributable reserves’ purpose is to reflect movements in share-based payments in
respect of awards given by the Parent Company to employees of its subsidiaries.
At the time of declaring dividends, the Directors assessed the level of available distributable reserves
with reference to relevant accounts and considered there to be sufficient levels to support the dividend.
Dunelm Group plc
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General information
Dunelm Group plc (the ‘Company’) is incorporated and domiciled in the UK. Dunelm Group plc
is a listed public Company, limited by shares and the Company registration number is 04708277.
The registered office is Dunelm Store Support Centre, Watermead Business Park, Syston, Leicester,
Leicestershire, England, LE7 1AD.
Basis of preparation
These financial statements have been prepared in accordance with FRS 101 ‘Reduced Disclosure
Framework’ (FRS101).
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to standards not yet effective, presentation of a cash flow statement
and requirements to disclose related party transactions entered into between two or more
members of a group.
The accounting policies adopted for the Parent Company, Dunelm Group plc, are otherwise
consistent with those used for the Group which are set out on pages 131 to 137.
The annual financial statements have been prepared under the historical cost convention, and in
accordance with the Companies Act 2006 and other applicable law. The financial statements are
prepared in pounds sterling, rounded to the nearest 0.1 million.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing the financial statements.
Additional considerations relating to the potential downturn in the homewares market on the going
concern assumptions are set out in the Consolidated Financial Statements on page 131.
Use of estimates and judgements
Based on the IAS 1 definitions, there are no significant estimates or critical judgements used in the
Company Financial Statements
Share-based payments
Employees of the Company have been granted options for two equity-settled, share-based
compensation plans, under which the entity receives services from employees as consideration for
equity instruments (options) of the Company. The fair value of the employee services received in
exchange for the grant of the options is recognised as an expense. The total amount to be
expensed is determined by reference to the fair value of the options granted:
• Including any market performance conditions (for example, an entity’s share price);
• Excluding the impact of any service and non-market performance vesting conditions (for example,
profitability, sales growth targets and remaining an employee of the entity over a specified time
period); and
• Including the impact of any non-vesting conditions (for example, the requirement for employees
to save).
Non-market performance and service conditions are included in assumptions about the number of
options that are expected to vest. The total expense is recognised over the vesting period, which is
the period over which all of the specified vesting conditions are to be satisfied.
In addition, in some circumstances employees may provide services in advance of the grant date
and therefore the grant date fair value is estimated for the purposes of recognising the expense
during the period between service commencement period and grant date.
At the end of each reporting period, the Company revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement, with a corresponding adjustment
to equity.
When the options are exercised, the Company either issues new shares, or uses treasury shares
purchased for this purpose. For newly issued shares, the proceeds received net of any directly
attributable transaction costs are credited to share capital (nominal value) and share premium.
The social security contributions payable in connection with the grant of the share options are
considered an integral part of the grant itself, and the charge will be treated as a cash-settled transaction.
Parent Company Accounting Policies
For the 52 weeks ended 28 June 2025
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153

Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the
Income Statement except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax represents the expected tax payable on the taxable income for the period, using tax
rates enacted or substantively enacted at the Statement of Financial Position date, together with
any adjustment to tax payable in respect of previous periods.
Deferred tax provides for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
is determined using tax rates (and laws) that have been enacted or substantively enacted at the
Statement of Financial Position date and are expected to apply when the related deferred tax asset
is realised or the deferred tax liability is settled.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the asset can be recognised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities and when they relate to income taxes levied by
the same taxation authority on either the taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
Dividends
Dividends are recognised as a liability in the period in which they are approved such that the
Company is obligated to pay the dividend.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and then carried at amortised cost,
net of impairment provisions.
Parent Company Accounting Policies continued
Share capital
Where the Company purchases its own equity share capital (treasury shares) the consideration
paid, including any directly attributable incremental costs, is deducted from equity attributable to
the Company’s equity holders until the shares are cancelled or reissued. Where such shares are
subsequently sold or reissued, any consideration received net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the
Company’s equity holders.
Investments
Investments in subsidiary undertakings are stated at the adjusted cost of the investment. IFRS 2
requires the Parent Company to recognise an increase in the cost of its investment in a subsidiary,
when that subsidiary has issued share options in the Parent Company’s shares to its employees.
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Notes to the Parent Company Financial Statements
For the 52 weeks ended 28 June 2025
C1. Income Statement
The Company made a profit after tax of £160.8m (2024: £79.3m). The Directors have taken
advantage of the exemption available under section 408 of the Companies Act 2006 and have not
presented an Income Statement for the Company.
Disclosures relating to the fees paid to the Company’s auditors are set out in note 3 in the Group’s
consolidated financial statements on page 138.
C2. Employee costs
The Company’s employees are the three Executive Directors and the Non-Executive Directors.
Full details of the Directors’ remuneration and interests are set out in the Remuneration Committee
report on pages 88 to 113. Share-based payments details are given in note C13 on page 157.
C3. Dividends and special distributions to shareholders
Disclosures relating to dividends and special distributions to shareholders are set out in note 7 in the
Group’s consolidated financial statements on page 140.
C4. Investments in subsidiary undertakings
Shares in subsidiary undertakings:
£’m
As at 1 July 2023 68.8
Share-based payments 3.7
As at 29 June 2024 72.5
Share-based payments 4.9
As at 28 June 2025 77.4
The share-based payment adjustment to investments reflects share option awards given by the
Parent Company to employees of its subsidiaries.
C4. Investments in subsidiary undertakings continued
The following were subsidiaries as at 28 June 2025:
Subsidiary Proportion of ordinary shares held Nature of business
Dunelm Limited 100% Holding company
Dunelm (Soft Furnishings) Ltd* 100% Retailer of soft furnishings
Dunelm Estates Limited* 100% Dormant company
Zoncolan Limited* 100% Dormant company
Fogarty Holdings Limited* 100% Non-trading company
Globe Online Limited* 100% Dormant company
Dunelm (Soft Furnishings)
Holdings Limited* 100% Retailer of soft furnishings
Homefocus Group Limited* 100% Retailer of soft furnishings
Hickey’s & Co Limited* 100% Retailer of soft furnishings
Fashion Fabric Limited* 100% Retailer of soft furnishings
Dunelm IP (Ireland) Limited* 100% IP Assets
Dunelm (Soft Furnishings)
Londonderry Ltd* 100% Non-trading company
* Share capital held by subsidiary undertaking.
Dunelm Group plc, the Parent Company, and its subsidiaries (excluding Dunelm (Soft Furnishings)
Londonderry Ltd, Homefocus Group Limited, Dunelm (Soft Furnishings) Holdings Limited, Dunelm
IP (Ireland) Limited, Hickey’s & Co Limited and Fashion Fabric Limited) are incorporated and
domiciled in the UK. The registered office is Dunelm Store Support Centre, Watermead Business
Park, Syston, Leicester, Leicestershire, England, LE7 1AD.
The registered address for Dunelm (Soft Furnishings) Londonderry Ltd is Faustina Retail Park,
35 Buncrana Road, Londonderry, Northern Ireland, BT48 8QN.
The registered address for Dunelm (Soft Furnishings) Holdings Limited, Dunelm IP (Ireland)
Limited, Homefocus Group Limited, Hickey’s & Co Limited and Fashion Fabric Limited is Unit 41,
Hawthorn Road, Western Industrial Estate Dublin 12, Dublin 12, Dublin, Ireland D12 WR25.
Dunelm Group plc
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155

Notes to the Parent Company Financial Statements continued
C5. Deferred tax assets
2025
£’m
2024
£’m
Employee benefits 0.2 0.4
The movement in deferred tax assets is as follows:
Balance at
1 July 2023
£’m
Recognised
in income
£’m
Recognised
in equity
£’m
Balance at
29 June 2024
£’m
Employee benefits 0.6 (0.1) (0.1) 0.4
Balance at
29 June 2024
£’m
Recognised
in income
£’m
Recognised
in equity
£’m
Balance at
28 June
2025
£’m
Employee benefits 0.4 (0.1) (0.1) 0.2
C6. Trade and other receivables
2025
£’m
2024
£’m
Amounts owed by subsidiary undertakings 72.8 84.7
Amounts owed by subsidiary undertakings are repayable on demand. Interest is charged monthly
on all intercompany balances at an annual rate of 2.0%. There is no security on these balances.
These amounts pose no liquidity or credit risk as they are owed by other Group undertakings and
are expected to be settled by Group transactions.
C7. Trade and other payables
2025
£’m
2024
£’m
Accruals and deferred income 0.2 0.2
C8. Taxation
2025
£’m
2024
£’m
Current taxation
UK corporation tax charge for the period — —
Deferred taxation
Origination of temporary differences 0.1 0.1
Tax expense 0.1 0.1
The tax charge is reconciled with the standard rate of UK corporation tax as follows:
2025
£’m
2024
£’m
Profit before taxation 160.8 79.4
UK corporation tax at standard rate of 25.0% (2024: 25.0%) 40.2 19.9
Factors affecting the charge in the period:
Income not subject to tax (40.8) (20.4)
Impact of change in tax rate (0.1) —
Group relief 0.8 0.6
Tax expense 0.1 0.1
C9. Interest-bearing loans and borrowings
The Company’s only interest-bearing borrowings relate to amounts owed by subsidiary
undertakings which have interest charges of 2.0% and are not affected by changes in SONIA.
C10. Financial risk management
Capital management
The Board’s objective with respect to capital management is to ensure the Company continues as
a going concern in order to optimise returns to shareholders. The Board’s policy is to retain a strong
capital base so as to maintain investor, creditor and market confidence and to sustain future
development. The Board regularly monitors the level of capital in the Group to ensure that this
can be achieved.
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156

Notes to the Parent Company Financial Statements continued
C11. Issued share capital
Disclosures relating to issued share capital are set out in note 21 in the Group’s consolidated
financial statements on page 148.
C12. Treasury shares
Disclosures relating to treasury shares are set out in note 22 in the Group’s consolidated financial
statements on page 148.
C13. Share-based payments
The Company operates the following share-based payment schemes for the CEO and CFO:
a. Dunelm Group Savings Related Share Option Plan (Sharesave)
The Dunelm Group plc Savings Related Share Option Plan (Sharesave) scheme is open to all
colleagues with eligible length of service. Invitations to participate in the scheme are issued
annually and the scheme is ‘approved’ under HMRC rules. The current maximum monthly savings
for the schemes is £500. Options are granted at the prevailing market rate less a discount of 20%.
Options may be exercised under the scheme within six months of the completion of each
three-year savings contract (from the grant date). There is provision for early exercise in certain
circumstances such as death, disability, redundancy, and retirement. Sharesave options are
accounted for as equity-settled awards under IFRS 2.
b. Long-Term Incentive Plan (LTIP)
As explained in the Remuneration Committee report, the Company operates an equity-settled
LTIP scheme. Performance conditions for the LTIP awards are detailed in the Remuneration
Committee report. LTIP options are also accounted for as equity-settled awards under IFRS 2.
C14. Contingent liabilities
The Company had no contingent liabilities at the period end date (2024: £nil).
C15. Related parties
Key management personnel
All employees of the Company are key management personnel.
Directors of the Company and their close relatives control 37.5% (2024: 42.7%) of the voting shares
of the Company.
2025
52 weeks
£’m
2024
52 weeks
£’m
Wages and salaries 1.9 1.9
Short-term employee benefits 1.4 1.0
Share-based payments (including NI) 0.7 0.6
4.0 3.5
There were no termination benefits for employees of the Company.
The amount of gains made by Directors on the exercise of share options are disclosed in the
Remuneration Committee report on page 98.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
157

Alternative performance measures (APMs)
APM Definition, purpose and reconciliation to statutory measure
Total sales Equivalent to revenue (from all channels). This is net of
customer returns.
Digital sales Digital sales include home delivery, Click & Collect and tablet-
based sales in store.
Digital % total sales Digital sales (as defined above) expressed as a percentage
of revenue. This is not a measure that we seek to maximise in
itself, but we measure it to track our adaptability to changing
customer behaviours.
Ordinary dividend cover Ordinary dividend cover is calculated as earnings per share
divided by the total ordinary dividend relating to the financial
year. This measure is used in our capital and dividend policy.
Gross margin % Gross profit expressed as a percentage of revenue. Measures
the profitability of product sales prior to operating costs.
Net operating costs Other operating income less operating costs. Measures the total
cost base net of operating income, which comprises rent from
investment property and insurance payments.
EBITDA Earnings before interest, tax, depreciation, amortisation and
impairment. Operating profit plus depreciation and amortisation
of property, plant and equipment, right-of-use assets and
intangible assets plus loss on disposal and impairment of
property, plant and equipment and intangible assets. Used
in our capital and dividend policy.
APM Definition, purpose and reconciliation to statutory measure
Adjusted EBITDA EBITDA less depreciation on right-of-use assets. To measure
compliance with bank covenants.
EBITDAR EBITDAR is calculated as EBITDA plus rent. To measure
compliance with bank covenants.
Effective tax rate Taxation expressed as a percentage of profit before taxation.
To measure how close we are to the UK corporation tax rate and
understand the reasons for any differences.
Capex (net of disposals) Acquisition of intangible assets, property, plant and equipment
and investment properties, less proceeds on disposal of intangible
assets, property, plant and equipment and investment properties.
Free cash flow Free cash flow is defined as net cash generated from operating
activities less capex (net of disposals) and business combinations,
net interest paid (including leases) and loan transaction costs,
and repayment of principal element of lease liabilities.
Measures the cash generated that is available for disbursement
to shareholders.
Net cash/(debt) Cash and cash equivalents less total borrowings (as shown in
note 19). Excludes IFRS 16 lease liabilities.
Cash conversion Free cash flow expressed as a percentage of operating profit.
Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
158

Advisers and contacts
Corporate
brokers
Barclays Bank plc
1 Churchill Place
London E14 5HP
Tel: 020 7623 2323
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Tel: 020 7418 8900
Financial
advisers
UBS Investment Bank
5 Broadgate
London EC2M 2QS
Tel: 020 7567 8000
Financial
public
relations
MHP Communications
60 Great Portland Street
London W1W 7RT
Tel: 020 3128 8100
Independent
auditors
PricewaterhouseCoopers LLP
Pegasus Business Park
Castle Donnington
East Midlands DE74 2UZ
Tel: 01509 604 000
Registered
office
Dunelm Store Support Centre
Watermead Business Park
Syston Leicester
Leicestershire England LE7 1AD
Company registration no: 4708277
Principal
bankers
Barclays Bank plc
1 Churchill Place
London E14 5HP
Tel: 020 7623 2323
Investor
relations
corporate.dunelm.com
Tel: 0116 264 4400
Email: investorrelations@dunelm.com
Registrars Equiniti
Aspect House
Spencer Road, Lancing
West Sussex BN99 6DA
Tel: 0371 384 2030
1
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Dunelm Group plc
Annual Report and Accounts 2025
Strategic report Governance report Financial statements Other information
159

Tel: 0116 264 4400
Email: investorrelations@dunelm.com
corporate.dunelm.com