Domino’s Pizza Group plc
Annual Report & Accounts 2025
Domino’s Pizza Group plc Annual Report & Accounts 2025

Domino's Pizza Group plc
Annual Report & Accounts 2025

Contents
Strategic Report Governance Financial Statements
127 Independent Auditor’s report
134 Group income statement
135 Group statement of comprehensive income
136 Group balance sheet
138 Group statement of changes in equity
139 Group cash flow statement
141 Notes to the Group financial statements
194 Company balance sheet
195 Company statement of changes in equity
196 Notes to the Company financial statements
201 Five-year financial summary
204 Shareholder information
03 Highlights
06 Purpose, vision and values
08 Investment case
10 Chair’s Statement
12 CEO’s Statement
16 Market Review
18 Business Model
22 Our Strategy
24 Key Performance Indicators
26 Financial Review
32 Risk Management, Principal Risks &
Uncertainties
38 Viability Statement and Going Concern
40 Sustainability
56 Non-financial & Sustainability Information
Statement
57 Section 172 of the Companies Act 2006
58 Engaging with Our Stakeholders & Workforce
62 Board of Directors
64 Chair’s introduction to Corporate Governance
66 Corporate Governance
79 Nomination & Governance Committee Report
83 Sustainability Committee Report
85 Audit & Risk Committee Report
94 Directors’ Remuneration Report
122 Directors’ Report
126 Statement of Directors’ Responsibilities
OF THE
NATION’S LEADING
PIZZA BRAND
1
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Who we are
We are part of the global
Domino’s system, the
biggestpizza delivery
operator in the world.
We hold the exclusive master franchise rights in
the UK & Ireland under long-term agreements
with Domino’s Pizza International Franchising
Inc., the international arm of Domino’s Pizza Inc.
which is listed on the New York Stock Exchange
and which owns the Domino’s brand across the
globe. Our core business is in the UK & Ireland,
where we have a clear number one market share.
We also have a 12% shareholding in Domino’s
Pizza Poland.
We are Domino’s
What we do
We are passionate about
delivering hot, great-tasting,
freshly handcrafted pizzas to
customers. Since opening the
first Domino’s store in the UK in
1985, we now have 1,399 stores
across the UK & Ireland. Last year,
we sold over 108 million freshly
handcrafted pizzas.
Why we do it
We have a clear purpose to deliver
a better future through food
people love. The values we all share
at Domino’s drive our passion to
deliver excellence every day across
the business, so we continue to
be a favourite brand of a growing
number of customers.
1. System sales represent the sum of all sales made by both franchised and corporate
stores to consumers in UK & Ireland. These are excluding VAT and are unaudited.
2. FY23 shown on a 52-week basis (unaudited) for purposes of comparability. FY23 was
a 53-week year, so the comparator weeks in FY24 are different. The comparable basis
adjusts for this difference, by comparing weeks 1-52 in FY24 with weeks 2-53 in FY23.
3. Like-for-like (excluding splits) system sales performance is calculated for UK &
Ireland against a comparable 52-week period in the prior period for mature stores
which were not in territories split in the current period or comparable period.
Mature stores are defined as those opened prior to 31st December 2023.
Read more on our sustainability strategy on pages 40-56
Domino's Pizza Group plc
Annual Report & Accounts 2025
2

Highlights
Financial highlights
Total orders (m) App orders as a percentage
of online orders (%)
New store openings
2025
71.1m 75.7% 31
Non-financial highlights
2025 75.7%
2024 76.3%
2025 71.1
2024 71.7
2023
70.5
2023
73.8%
2025 31
2024 54
2023
61
Dividends per share
(p)
Share buybacks announced
(£m)
Free cash flow
(£m)
11.3p £20M £80.7M
2025 11.3
2024 11.0
2023
10.5
2025 20.0
2024 20.0
2023
90.0
2025 80.7
2024 84.7
2023
97.0
Underlying EBITDA
2, 4
(£m)
Statutory profit for the year
(£m)
Underlying earnings per share
2, 4
(p)
£133.9M £59.0M 17.6p
2025 133.9
2024 143.4
2023
134.8
2025 59.0
2024 90.2
2023
115.0
2025 17.6
2024 20.4
2023
18.0
System sales
1, 2
(£m)
Like-for-like system sales growth
ex VAT and ex splits (%)
3
Reported revenue
2
(£m)
£1,595.6m
+0.2% £685.4M
2025 1,595.6
2024 1,571.5
2023
1,540.5
2025 0.2
2024 0.7
2023
5.7
2025 685.4
2024 664.5
2023
667.0
4. Underlying is defined as statutory performance excluding items classified as non-
underlying which includes significant irregular costs, significant impairments of
assets and other costs associated with acquisitions and disposals as set out in note
6 to the financial information and the glossary.
3
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

1985
First UK store opens
in Luton
The beginning of Domino’s
UK journey.
OF THE NATION’S
LEADING PIZZA BRAND
1995
100th store opens
in Purley
Marking a decade of rapid
expansion across the UK.
1999
The Simpsons TV
sponsorship launches
A cultural moment
that makes Domino’s a
household name.
2000
Naas Supply Chain
Centre opens
Strengthening our
operations in Ireland to
support rising demand.
1985 -
1990
1991 -
1995
1996 -
2000
Domino's Pizza Group plc
Annual Report & Accounts 2025
4

2007
500th store opens
in Hatfield
A major milestone in
nationwide coverage.
2008
Pizza Tracker launches
The industry’s first real-time
order tracking tool.
2010
iPhone app launches
A digital leap that
transforms how
customers order.
2011
Android & iPad apps
arrive
Making Domino’s fully
mobile and app-first.
2015
Partnership with
Teenage Cancer Trust
begins
A long-term commitment
to supporting young people
impacted by cancer.
2016
New red & blue pizza
boxes introduced
A fresh design that
modernises the brand.
2017
1,000th UK store opens
in Overton
A landmark moment for our
franchise system.
2020
Vegan pizza launches
Meeting growing demand
for inclusive, plant-based
choices.
2020
Partners Foundation
launches
Supporting colleagues
and communities
across the
UK & Ireland.
2024
£4 lunch menu launches
A new value platform
with fresh formats under
400 calories.
2024
First female
Homegrown Hero
recognised
Celebrating franchisee
talent development.
2026
CHICK ’N’ DIP launches
nationally
A strategically important
new category offering.
2006 -
2010
2011 -
2015
2016 -
2020
2021 -
2026
5
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

At a glance
Our vision
Our purpose
To be the favourite
food delivery and
collection brand with
pizza at our heart
Our values guide what we do, the
decisions we make andthe way we
respond to opportunities and challenges
Delivering a better
future through food
people love
We’re savvy, we’re serious about
sales and we get results
We mean business
We roll up our sleeves, we figure
it out and we get it done
We always deliver
We’re ready to learn, ready to listen
and we stay open minded
We’re open to new flavours
We work together, we win together
and we grow together
We’re tastier together
Domino's Pizza Group plc
Annual Report & Accounts 2025
6

UK & Ireland stores
Underpinned by our sustainability strategy
Scotland
Wales
Northern Ireland
England
Republic of Ireland
Total
112
74
49
1,093
71
1,399
STORES
STORES
STORES
STORES
STORES
STORES
reducing our
Environmental
impact
Improving impact
on society
running a
well-governed
company
Read more on our sustainability strategy on pages 40-56
7
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Reasons to invest
World-class
brand
Dynamic, digital
business
We are focussed
on our core growth
opportunities with our
world-class franchise
partners. We have a
strong investment
case, building on our
core strengths:
We strive to be the
favourite food delivery and
collection brand in the UK
& Ireland.
We operate a digitally
driven and responsive
business model.
Investment case
• We are the leading pizza takeaway
brand in the UK.
• Driven by investment in our national
value and social media campaigns,
to drive sales, brand awareness and
customer engagement.
• Significant customer base with
over 12m active customers in the
UK & Ireland, with c.8m of these
customers using our app.
• We have accelerated our evolution to
a truly digital business, with our app
driving growth, reflecting the rapid
change in consumer preference and
engagement across the market.
• After a successful initial loyalty
trial we are now entering the
second phase to drive increased
customer frequency.
• Our model is unique in that we offer
delivery to our customers and are
also focused on continuing to grow
our collection business.
#1 90%
MARKET SHARE OF
THE UK PIZZA
TAKEAWAYMARKET
OF SYSTEM SALES
AREDIGITAL
Domino's Pizza Group plc
Annual Report & Accounts 2025
8

Experienced
franchise
partners
Exceptional
supply chain
Asset light
and highly
cash generative
Our network of franchise
partners have exceptionally
strong operational expertise
and experience, and are
passionate about our brand.
Our world-class supply
chain is the backbone of
the business.
We are a highly cash
generative business.
• With our five-year Profit and Growth
Framework and working together,
we are focused on accelerating the
growth of the system.
• Our world-class franchise partners
have driven an acceleration in new
stores openings, rolled out on Just
Eat and Uber Eats and have made
material improvements to customer
service in recent years.
• From four supply chain centres
(‘SCCs’), supplying fresh pizza dough
and ingredients to all our stores, with
our purchasing scale and expertise
benefiting franchisees.
• We are making further investment in
our supply and production facilities,
through increased automation and a
new SCC.
• Our capital allocation framework
was introduced in March 2021 and it
governs how cash is deployed.
• We prioritise re-investment of
this cash into the core business
to enhance returns and drive
future growth.
• The framework has a rigorous focus
on delivering shareholder returns
and assessing value-enhancing
additional growth opportunities.
99.99% £554m31
FOOD AVAILABILITY
IN2025
ANNOUNCED RETURNS
TO SHAREHOLDERS SINCE
MARCH 2021
NEW STORES
IN 2025
9
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Chair’s Statement
Operationally, we are well progressed on
the construction of our fifth supply chain
centre in Avonmouth as well as advanced
automation projects across our existing
Supply Chain Centres. We completed the
roll out of our ERP system, and further
improved delivery times across the network,
which together demonstrate the strength
of our model as well as our commitment to
service excellence.
We also continued to invest in product
innovation, strengthened digital engagement
and progressed our loyalty programme
trials, which remain on track for a full roll
out in late 2026. We continued to grow with
Franchisees opening 31 new stores across UK
and Ireland in 2025 and I remain encouraged
by a healthy pipeline for 2026. Our focus on
customer value and operational excellence
helped support like-for-like performance in a
competitive market.
The Board remains confident in our ability to
deliver sustainable returns to shareholders
and is recommending a final dividend of 7.7p
per share (2024: 7.5p). The final dividend will
be paid, subject to shareholder approval, on
8 May 2026, taking the total dividend paid
for the year to 11.3p per share (2024: 11.0p),
an increase of 2.7%. We also refinanced our
revolving credit facility on improved terms
to maintain balance sheet strength, and in
the autumn, we completed a £20m share
buyback programme. Since March 2021 we
have returned £554m across dividends and
share buybacks and we will remain focussed
on driving shareholder value.
Overview of the year
This, my first year writing to you as Chair,
has been a period of transition and renewed
focus for the Group to Grow the Core
with no distractions. Despite a challenging
environment we continued to make good
progress in strengthening the foundations of
our business in our 40th year of operation in
the UK and Ireland.
Our operating environment in 2025 was
more challenging than in recent years with
a weak overall QSR market, lower consumer
discretionary income and higher employment
tax weighing on franchise partner profitability
and therefore our own. This has resulted
in a change in leadership and our Board, a
simplification of our priorities, setting us up to
build the momentum we are already starting
to see.
Given this, I am proud of how our colleagues
and our franchisees have worked together to
navigate these external pressures and achieve
another record system sales of almost £1.6bn,
testament to the strength of the system and
the Domino’s brand. We have continued to
demonstrate resilience as we grew market
share to a record high, delighted customers
with industry leading delivery times and menu
innovations including CHICK ’N’ DIP trial and
the Ultimate Indian Feast range, which both
resonated strongly with customers.
Strategic progress and
capitalallocation
We believe we have a number of growth
drivers, including operational excellence,
digital and loyalty, new product development
and footprint including Ireland, all of which
is focussed on strengthening the Group’s
cash generation.
40 years of domino’s UK & Ireland
and a sharpened focus on the core
IAN BULL
Chair, Domino’s
Pizza Group plc
Domino's Pizza Group plc
Annual Report & Accounts 2025
10

Whilst the Company does not envisage
pursuing a second brand acquisition until
the new CEO is in place, our core strategic
priorities remain unchanged: investing to
strengthen and grow the core UK and Ireland
business, maintain prudent leverage, provide
a progressive dividend, and return surplus
capital through buybacks.
Stakeholder engagement
Engaging with our stakeholders remains a key
focus for the Board. I was pleased to meet
with most of our top ten shareholders during
the year, and their perspectives continue
to be valuable. Further detail on investor
interaction is set out in Natalia’s section of
the Directors’ Remuneration Report.
I also met several of our franchise partners,
whose insight into operations and customer
trends informs our discussions and reinforces
the importance of a strong partnership model.
Colleague engagement remains strong,
supported by the work of our Chief People
Officer, Kirsty Pitcher, who ensures updates
on our people are consistently reflected at
Board level.
Leadership changes
In November, our CEO, Andrew Rennie,
stepped down by mutual agreement. I would
like to thank Andrew for his contribution,
including continued operational excellence
and notable market share gains.
We have appointed Nicola Frampton, our
highly experienced Chief Operations Officer,
who agreed to serve as Interim CEO and
has therefore joined the Board. Nicola
brings deep expertise and an exceptional
understanding of the business, will lead a very
experienced Executive team and has already
provided valuable continuity as we undertake
the search for a permanent CEO.
We also announced important changes in our
finance leadership. Edward Jamieson, CFO
since 2022, left the Company by mutual
agreement in September; we thank him
sincerely for his impact during a period of
meaningful strategic change. We also would
like to thank Richard Snow who stepped in as
Interim CFO pending the arrival of Andrew
Andrea, an experienced CFO with an extensive
track-record in the hospitality sector, who will
join us in March 2026.
At the Board, Matt Shattock stepped down
after 5 years at the AGM after having led us
through a period of high change in our system
and business, for which we would like to
record our appreciation. Lynn Fordham was
appointed to the role of Special Adviser, for a
fixed term, and therefore stood down from the
Board. As a result Natalia Barsegiyan become
Senior Independent Director and Robyn Perriss
assumed the role of Audit & Risk Committee
Chair. Later in the year, we were delighted to
announce the appointment of Anne Murphy
as an Independent Non-executive Director,
effective 5 January 2026, bringing deep brand
and consumer expertise.
My sincere thanks go to every departing leader
for their contribution, and a warm welcome
to those joining or stepping into new roles.
I am confident we now have the leadership
capability required for the next phase of
disciplined, core-led growth.
Sustainability
We continued our commitment to delivering
a sustainable future with a focus on emissions
reduction, balanced choices and modern
slavery risk mitigation. Key steps that we have
delivered include introducing electric heavy
goods vehicles trucks to our distribution
fleet, expanding our balanced choices and
lower-calorie products, continuing our
menu reformulation with our nutritionist
and strengthened our modern slavery risk
mitigation processes.
The year ahead
As we look ahead we remain true to
delivering great-tasting, great-value food
to customers. Our team will be focused on
our core business, through delivering great
customer value, innovating with new product
offerings, accelerating digital engagement and
unlocking efficiencies from our technology
and supply chain investments. These
initiatives together underpin the Group’s
sustained and substantial free cash flow, and
we intend to deliver them with sustained
focus.
We have a strong leadership team and
franchisee network; and, with a renewed
strategic focus on the core business, we enter
2026 with momentum, determination and
confidence in our ability to Deliver Delicious.
I would like to express my sincere thanks
to our colleagues, franchisees, suppliers,
customers and shareholders for their
continued support through the year. Domino’s
celebrated 40 years of operating in the UK in
2025 and we are well positioned and excited
about the opportunities the next 40 years will
bring us.
IAN BULL
CHAIR, DOMINO’S PIZZA GROUP PLC
9 March 2026
11
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

CEO’s statement
position, give me great confidence in our ability
to create further value for our customers,
franchise partners and shareholders.
The Group enters FY26 with performance
tracking in line with current market
expectations and a positive start across the
first two months of the new financial year in
both the UK and Ireland. Reflecting continued
strong cash generation and confidence in the
business, the Board intends to propose a final
dividend of 7.7p per share.
Key financials
System sales increased by 1.5% to £1,595.6m
(FY24: £1,571.5m), while Group revenue grew
3.1% to £685.4 (FY24: £664.5m). Underlying
EBITDA was £133.9m, down 6.6% year on year
(FY24: £143.4m), consistent with guidance
and market expectations. Underlying profit
before tax was £91.2m, a decline of 15.0%
(FY24: £107. 3m), and statutory profit before
FY25 review
We had a good finish to 2025, delivering full
year underlying results that were in line with
guidance. I’m grateful to our colleagues and
franchisees for their focus and hard work to
deliver this outcome, and I’m pleased with the
strong momentum we are carrying into 2026.
In 2026, we are focused on strengthening
our core business and driving disciplined
execution across the organisation. In
particular, we are excited about a number of
strategic and operational initiatives to drive
sustainable growth, including: the successful
system-wide launch of CHICK ’N’ DIP; a
strong pipeline of wider product innovation;
the continued development of our loyalty
program and continued enhancements to our
industry-leading supply chain.
These initiatives, combined with Domino’s
exceptional brand and very strong market
focusing on the core
NICola
Frampton
chief executive officer
(Interim)
Strategic priorities for FY26: focusing on the core
With a strong base to build on, Domino’s strategy for FY26 will prioritise the core business
and concentrate on four strategic priorities designed to reinforce and grow the Group:
Each of these pillars is underpinned by disciplined execution, targeted investment, and a
data-led approach to improving customer experience and returns.
Growing revenue
through the core
Growing the
addressable
market
Operational
efficiency and
cost discipline
Digital
acceleration
1 2
4 3
Domino's Pizza Group plc
Annual Report & Accounts 2025
12

8 million users, accounting for roughly
75% of all digital orders.
The Group’s technology platform enables
more targeted and personalised offers,
supporting higher order volumes, while faster
delivery continues to be a key competitive
advantage that drives frequency. In the
UK, average delivery times improved to
24.3 minutes, helped by strong franchise
partner focus and operational support from
DPG. Menu innovation remains central
to volume growth, with recent launches
such as Domino’s Cookies with Crème Egg,
Ultimate Chicken Mexicana, Ultimate Hot
Honey Pepperoni—which saw exceptional
demand—and the Ultimate Indian Feast pizzas
(Gunpowder Chicken and Masala Paneer)
alongside a complementary wings product.
Aggregator partnerships continue to broaden
reach and deliver incremental customers and
orders, with Just Eat rolled out from 2022
and Uber Eats from 2024.
A new compact store format of
approximately 720 sq ft has been introduced,
creating attractive opportunities for
developers, supermarket retailers, and petrol
forecourts with surplus space, and offering
compelling growth prospects for small to
medium franchisees.
In Ireland, where Domino’s is the number
one pizza delivery brand, the business
sees a white space opportunity of over
100 additional stores, supported by
favourable market dynamics, limited national
competition, a national supply chain already
in place, and a current population per store of
79,000 versus 53,000 in England.
financial position. All work on potential
second-brand initiatives has now ceased.
Store openings were slightly ahead of revised
expectations, with 31 new stores opened
during the year. Dividend progression remains
a priority, increasing total dividend by 2.7%
to 11.3p per share, reflecting continued
confidence in the outlook.
Resilient model driving market share
gains
Domino’s resilient model and the strength of its
system underpinned further market share gains
in FY25. The Group’s share of the UK takeaway
market increased by 0.3 ppts to 7.3%, while
share of the UK pizza takeaway market rose
by 7.5 ppts to 52.6%. Operational execution
remained strong, with industry-leading delivery
times maintained and the UK average improving
to 24.3 minutes (FY24: 24.5 minutes). The
expanded loyalty trial is performing well and
will continue to be developed through 2026.
Supply chain performance was outstanding,
with deliveries to 1,399 stores and automation
projects underway to drive further efficiencies
and support underlying margins. The Group also
completed a successful ERP implementation
across all supply chain centres.
Domino’s sees significant growth potential in
the Republic of Ireland given under-penetration
relative to the UK. Product innovation
continued to land well with customers,
including the introduction of CHICK ’N’ DIP
nationwide and strong responses to new
menu items such as Ultimate Indian Feast.
Strategic priorities for FY26:
focusing on the core
Growing revenue through the core
Domino’s serves approximately 12 million
customers, who order on average 4.3 times
per year, and the app now has around
tax was £81.1m (FY24: £124.9m), down 35.1%.
Underlying basic EPS was 17.6p (FY24: 20.4p),
a decrease of 13.7%, and statutory basic
EPS was 15.1p (FY24: 22.9p), down 34.1%.
The full-year dividend per share is 11.3p
(FY24: 11.0p). Underlying free cash flow was
£80.7m, reflecting the highly cash generative
nature of the business. Net debt at year end
was £284.6m, within the guidance range and
representing 2.26x leverage.
FY25 performance and trading
backdrop
Underlying FY25 EBITDA finished in line
with both guidance and market expectations.
Total system sales grew 1.5% year on year,
supported by a resilient peak trading period.
Like-for-like system sales (excluding VAT
and splits) were up 0.2%. Reported revenue
increased to £685.4m, driven by an increase
in Corporate Stores revenue offset by a
decrease in total orders of 0.9% and like-for-
like orders (excluding VAT and splits) declined
2.3%, reflecting a challenging consumer
environment that persisted through the
second half.
Statutory profit before tax of £81.1m is after
non-underlying items totalling £10.1m, driven
primarily by a £10.4m impairment relating
to Shorecal. This impairment reflects the
adverse impacts of the UK 2024 Budget
alongside ongoing challenging economic
conditions. In addition, the transition in
driver employment arrangements in Ireland
contributed to the impairment. Despite these
headwinds, the white space opportunity for
the business remains robust.
The period also included £6.0m of transaction
costs, largely associated with transactions
that ultimately did not proceed. There may
be some future costs which are not expected
to have a material impact on the Group’s
Our resilient business model
and strong systems are driving
significant market share gains.”
Read more on our strategic progress on pages 22 - 23
13
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

CEO’s statement continued
Operational efficiency and cost control
The Domino’s supply chain is a core driver
of Group revenue and EBITDA, and its
consistently high service levels help franchise
partners remain competitive. The Group has
invested in its supply chain over more than
40 years and now operates four Supply Chain
Centres (‘SCC's) delivering to 1,399 stores
three times per week, achieving 99.95% order
accuracy and 99.99% availability. Construction
of a fifth SCC in Avonmouth commenced in
2025 and is scheduled to be fully operational
in 2026, adding capacity for a further 1,000
deliveries per week and supporting the
mitigation of inflationary cost pressures.
A programme of ongoing efficiency
improvements is in progress, including 14
productivity projects identified for 2025–2028,
seven of which were approved and initiated
in 2025. The new ERP system has been fully
launched and is now rolled out across all
SCCs, enhancing procurement performance
and supporting further margin improvement.
The Group also sees major opportunities in
warehouse automation, including automated
de-boxing, automated storage and picking,
and automated dough mixing and production
using robotics. Collectively, these initiatives
are expected to offset approximately 280,000
hours per annum by 2028.
Disciplined capital allocation
Domino’s remains a highly cash generative
business, enabling continued investment
in its core UK and Ireland operations while
supporting a sustainable, progressive dividend.
The Board proposes a final dividend of 7.7p
per share, reflecting confidence in the business.
As previously indicated, the Group will provide
an update on capital allocation priorities later
in the year following a review by incoming
CFO Andrew Andrea. Domino’s expects to
continue operating within its normalised
leverage range of 1.5x–2.5x net debt to
underlying EBITDA and anticipates that
capital returns to shareholders will remain an
important component of the capital allocation
framework, balanced against opportunities to
create shareholder value through investment
in the growth of the core business. As at
December 2025, net debt stood at £284.6m,
representing 2.26x leverage.
Growing the addressable market
CHICK ’N’ DIP is a distinctive chicken
concept positioned alongside pizza as part
of Domino’s core growth strategy. Following
a successful trial from September 2025 in
North West England and Northern Ireland,
which exceeded expectations, the concept
became available to order across all stores,
online, via the app and through aggregator
platforms from 9 February 2026. Because
CHICK ’N’ DIP is delivered through Domino’s
existing kitchens, delivery network and
supply chain, it is highly complementary to
the current operating model.
Launching the concept with its own brand
identity increases visibility in the fast-growing
chicken category, meets rising consumer
demand and expands Domino’s relevance
across more meal occasions. Trial data show
the range—Tenders, Wings, Boneless Bites
and nine globally inspired dips—is highly
complementary to pizza, with more than 80%
of CHICK ’N’ DIP orders placed alongside
pizza, driving incremental sales by broadening
menu choice and increasing basket size.
Alongside product innovation, Domino’s
continues to advance its loyalty programme.
The first trial began in August 2024 and
drove incremental orders; the second
phase trial is underway with approximately
3 million customers invited to participate.
Incrementality across low, medium and high
frequency cohorts continues to perform
ahead of expectations. The Group remains
on track to continue to develop the Loyalty
programme during 2026.
Digital acceleration
Domino’s continues to deepen its data
advantage by collecting richer insights into
customer behaviour, baskets, demographics
and experience with every order. This
growing data asset enables more accurate
prediction of customer needs and supports
robust experimentation, unlocking lifetime
value through targeted personalisation,
smarter upsell opportunities and service
improvements. As enhancements translate
into better experiences, the data flywheel
accelerates, compounding benefits as new
signals feed back into the model and inform
further optimisation.
Sustainability strategy
Domino’s made further progress on its
sustainability journey in the first half of 2025,
publishing an updated Sustainability Report
that sets out streamlined priorities selected
for both risk mitigation and positive impact:
emissions reduction; balanced choices; and
modern slavery risk mitigation. Fleet emissions
account for 85% of Scope 1 emissions, and
the Group has made meaningful strides
through the introduction of several electric
trucks, with more due for delivery later in the
year. Domino’s is also collaborating with key
suppliers—who represent 65% of total Scope
3 purchased goods and services emissions—
to drive reductions across the value chain.
Under its nutrition strategy, the Group is
expanding lighter menu options. Following
the successful rollout of Cheeky Little Pizzas,
Domino’s introduced under-400-calorie
Thin & Crispy and under-600-calorie personal
options, together with two new vegetable
sides under 200 calories. The Group has
appointed its first nutritionist, who is working
with suppliers on reformulation to increase
the range of HFSS compliant offers. Domino’s
is also strengthening modern slavery risk
mitigation processes via Sedex, supplier audits
and the EQS system, which has been rolled
out across all colleagues and Shorecal stores,
with rollout to franchisees targeted for later
this year.
Outlook
FY26 has begun positively, and underlying
EBITDA is tracking in line with current
market expectations. New store openings
are expected to be at around the same
level as 2025. Continued strategic
progress—anchored in the core, supported
by operational excellence, broadened
by complementary revenue streams and
accelerated by data and digital—positions
Domino’s to deliver sustainable growth and
long-term value for customers, franchise
partners and shareholders.
NICOLA FRAMPTON
CHIEF EXECUTIVE OFFICER (INTERIM)
9 March 2026
Domino's Pizza Group plc
Annual Report & Accounts 2025
14

Our strategy
Our sustainability
Our Board of Directors
FY25 trading summary
System sales represent all sales made by both franchised and corporate stores to customers.
Total system sales were £1,595.6m, up 1.5% on FY 24. Like-for-like system sales across UK &
Ireland were up 0.2%.
UK & ROI H1 25 H2 25 FY 25 H1 24 H2 24 FY 24
LFL exc. splits* (0.2)% +0.7% +0.2% (0.5)% +1.9% +0.7%
Total (All Stores)
UK & ROI Sales Volume Price
Orders
(m)
YOY Order
Growth
Total
Q1 2.1% (1.3)% 3.4% 17.8m 0.5%
Q2 0.5% (2.9)% 3.4% 17.3 m (0.6)%
H1 1.3% (2.2)% 3.5% 35.1m (0.0)%
Q3 2.1% (2.9)% 5.0% 17.1m (1.5)%
Q4 1.4% (2.6)% 4.0% 18.9m (1.9)%
H2 1.7% (2.8)% 4.5% 36.0m (1.7)%
FY 1.5% (2.5)% 4.0% 71.1m (0.9)%
Delivery Only
Q1 2.4% (1.1)% 3.5% 11.6m 1.3%
Q2 (0.7)% (4.5)% 3.8% 10.8m (2.6)%
H1 0.9% (2.9)% 3.7% 22.5m (0.6)%
Q3 0.9% (4.5)% 5.4% 10.7m (3.4)%
Q4 0.9% (3.1)% 4.0% 12.4m (2.1)%
H2 0.9% (3.7)% 4.6% 23.1m (2.7)%
FY 0.9% (3.3)% 4.2% 45.5m (1.7)%
Collection Only
Q1 1.2% (1.7)% 2.9% 6.2m (0.9)%
Q2 4.2% 1.2% 3.0% 6.5m 2.9%
H1 2.7% (0.3)% 3.0% 12.6m 1.0%
Q3 5.7% 0.9% 4.8% 6.4m 1.7%
Q4 3.2% (1.8)% 5.0% 6.5m (1.4)%
H2 4.4% (0.5)% 4.9% 12.9m 0.1%
FY 3.6% (0.4)% 4.0% 25.5m 0.5%
Read more on pages 62 - 63
Read more on pages 40 - 48
Read more on pages 22 - 23
15
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

2025 Market review
Domino’s has developed a flexible business model that can adapt to different market conditions
and consumer demand, delivering the high value products and service that our customers expect
of our brand.
£14.0Bn
TOTAL GB TAKEAWAY MARKET IN 2025
-4.6%
DECLINE IN 2025
NET ZERO
IN 2050
Changing market dynamics Sustainability
Industry trends
• In 2025, reflecting a weaker UK economy and pressure on
consumer disposable income, the UK take away market
declined by c.4.6%
1
.
• Within this, although Domino’s increased its market share and
grew system revenue, the Pizza segment showed a decline in
2025 of c.11.8%
1
.
Opportunities for Domino’s
• We plan to continue growing our store network across the
remaining white space opportunity, further strengthening our
brand visibility and competitive position.
• We have a clear strategy in both delivery and collection
to accelerate our growth and increase our market share
underpinned by attractive and visible national campaigns.
• We have developed and, from February 2026, launched
our new nationwide chicken brand, CHICK ’N' DIP to
expand into an attractive and large adjacent QSR take
away market segment.
• We have a clear strategy in both delivery and collection to
accelerate our growth and increase our market share.
• We will also focus on broadening our offer to different parts
of the day.
Industry trends
• Customers want to be able to make healthier choices, alongside
their traditional favourites which may be a driver for the
increases we have seen in the chicken take away market.
• Government policy is focused on obesity as a long-term
challenge for the UK and the NHS and the uptake of GLP-1
inhibitors in the UK demonstrates the importance of this
to customers.
• Alongside this, there has been an increase in allergies over the
past decade and the UK government has also focused on this
issue reflecting a number of high-profile allergen incidents.
• We intend to play our part in addressing global climate change,
by reducing emissions and driving more sustainable energy use.
• We see diversity, equity and inclusion as a key ingredient to
being a competitive consumer facing-company.
Opportunities for Domino’s
• We have developed a new healthier menu strategy, to
provide customers with more choices. We are also focused
on providing nutritional information to guide and educate
customers as they make choices for their lives.
• We actively engage with the UK Government to provide our
views on national debates regarding obesity.
• Robust allergen management is integrated within our Food
Safety Management system. We also partner with organisations
such as the Natasha Allergy Research Foundation.
• We have committed to achieving Net Zero carbon emissions
by 2050, a target that has been validated by the Science
Based Targets initiative (‘SBTi’).
• We continue to build a culture designed to attract and
retain people with a range of backgrounds, identities and
perspectives across our business.
1. Source: Worldpanel by Numerator. All data 52we to 28th December 2025
vs 52we 29th December 2024. Copyright © Worldpanel by Numerator
2026. All use is subject to terms and conditions.Numerator shall not be
liable for any loss, damage, cost, expense, dispute, proceedings or claim
howsoever arising from or in connection with the interpretation of, or any
action taken based on, any of the information contained herein relating to
data provided by Numerator.
Domino's Pizza Group plc
Annual Report & Accounts 2025
16

99.99%
75.7%
>90%
OF SALES ARE DIGITAL OF ONLINE ORDERS ARE ON OUR APP
SUPPLY CHAIN AVAILABILITY
Evolving consumer behaviour macro-economic environment
Industry trends
• Consumers are increasingly ordering take away product
through digital channels, in particular using smartphone apps.
• Consumers expect more sophisticated customer journeys and
flexibility in digital offers.
• Aggregators have brought more choice and delivery to
consumers across the market with expansion plans backed by
substantial marketing budgets.
Opportunities for Domino’s
• Over 90% of Domino’s sales are already through digital
channels and our app continues to be the key driver of our
digital growth strategy.
• App customers continue to yield higher sales and frequency
compared with web only customers and 75.7% of online
orders are now placed on our app up from 52.3% in 2022.
• We have successfully launched Domino’s on Just Eat and
Uber Eats which is providing market share. We continue to
deliver customer orders through these platforms to ensure
continuation of our customer proposition.
• We have developed and tested a credible and simple loyalty
proposition that will be launched in late 2026. Our loyalty
testing shows that we should generate incremental orders
and profits for our systems but more importantly the loyalty
scheme will provide another reason to engage with us via
our app.
Industry trends
• Across the UK in 2025, our industry faced the impact of
increases in employment taxation and higher than inflationary
National Living Wage rises creating cost pressures for both
Domino’s and our franchisees, together with cost of living
pressure adversely impacting customer disposable incomes.
• Food price inflation and deflation, foreign exchange movements
and local conflicts, among other factors, impacts the food
costs that we pass through to our franchisee partners and the
gross profits of our supply chain.
• General inflationary pressures impact both our and our
franchisees profits given our large fixed operating cost bases
and their direct linkage to inflation.
Opportunities for Domino’s
• We have significant scale and buying power and work closely
with our supplier base to manage food price changes to
ensure that increases are mitigated wherever possible.
• For the majority of the products we buy, we have dual suppliers
enabling us to competitively tender supply to our system.
• Our supply chain maintained outstanding availability (99.99%)
in FY25 enabling franchisees to manage stock levels effectively.
• In 2025 consumer pressure enhanced the importance of our
collection service, which can also improve labour efficiency.
• We seek, in agreement with franchisee partners, to run
nationwide value-focused collection offers to ensure that
Domino’s offers visible value for money options to our
customers every day.
• Our store economics are better than most operators in the
QSR sector, with low opening costs, high sales, flexibility in
labour costs and low rents, giving our franchisees a strong
platform to compete in the current uncertain market and to
manage costs whilst being successful in the long-term.
Below we address the longer-term trends in our market and how we are responding to them to
drive sustainable growth.
17
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Source high-quality
fresh ingredients
from long-standing,
best in class suppliers
with national
coverage at highly
competitiverates.
£254m
SPENT PER YEAR WITH OUR
TRUSTED SUPPLIERS (FY25)
Prepare and
transport
Our suppliers prepare
key ingredients
and we ensure
timely and efficient
transportation to our
supply chain centres.
£9m
INVESTED INTO NEW SUPPLY
CHAIN CENTRE (FY25)
Our highly automated
supply chain centres
produce our fresh
dough, ensure safety
and quality control for
ingredients and ensure
regular deliveries to
franchisees in store.
Run national
advertising and
brand-building
initiatives,
complemented by
local and tactical
campaigns.
#1
FOR PIZZA BRAND
AWARENESS IN THE UK
SOURCE
99.95%
ACCURACY
99.99%
AVAILABILITY
3
DELIVERIES A WEEK
produce and
distribute
MARKET
Our business model
Our asset-light, streamlined business model helps us to create long-term sustainable value,
underpinned by our purpose of delivering a better future through food people love.
fROM OUR SUPPLIERS TO YOUR DOOR
What we do
Domino's Pizza Group plc
Annual Report & Accounts 2025
18

make
Make fresh, great-
tasting food and offer
new product ranges in
our stores and provide
excellent customer
service.
PRICE
ANDSELL
Prices are set locally
using a wide-range
of pricing strategies
with 90% of customer
sales through digital
channels.
c.8m
ACTIVE APP CUSTOMERS
(FY25)
+31
NEW STORES (FY25)
71.1M
ORDERS (FY25)
24.3 Minutes
AVERAGE DELIVERY
TIME (FY25)
DELIVER
Our fast and efficient
delivery network
harnesses real time
tracking to ensure
fast and safe delivery
to customers.
COLLECT
Customers can also
collect from one of
our 1,399 stores.
What our franchise partners do
We focus on ongoing product innovation to keep
our menus exciting and create long-term value by
implementing a range of initiatives and levers.
For more on how we are delivering against our priorities, see our strategy on page 22 - 23.
19
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

SOURCE
Our business model continued
Creating value for our key stakeholders
CUSTOMERS
Providing great products,
convenience and value
formoney.
Franchise
partners
Working together to deliver
resilient performance by
identifying efficiencies, sharing
best practice and delivering
exceptional customer service.
INVESTORS
Demonstrate we are a
forward-thinking business
that will continue generating
sustainablereturns.
>12M
ACTIVE CUSTOMERS
(FY25)
AVERAGE UK
FRANCHISEPARTNER
STOREEBITDA (FY25)
11.3p
DIVIDEND PER
SHARE(FY25)
£162k
Domino's Pizza Group plc
Annual Report & Accounts 2025
20

SOURCE
Colleagues Communities Suppliers
Create pride in working for
an employer that cares about
its colleagues’ wellbeing,
and attracts and retains the
besttalent.
Supporting charities and local
causes in the communities
weserve.
Engaging and collaborating with
suppliers to drive efficiencies
and reducing environmental
impacts across the supply chain.
128
COLLEAGUES COMPLETED
THE LINE MANAGER
TRAINING ACADEMY
£1m+
RAISED FOR CHARITY
PARTNERS (FY25)
100%
OF FOOD SUPPLIERS
CONNECT VIA SEDEX
21
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Our strategy
The opportunity
• Build on the opportunity of the Profitability and Growth
Framework we agreed with franchise partners in late 2024 to
develop the franchise system and grow franchisee profits
• Leverage our mutual operational skills to help franchisees
offset the significant employer related tax burdens imposed
on our system in the 2024 Budget
• Continue to broaden our franchisee base with our Home
Grown Hero programme
2025 progress
• In a year where franchisee partners faced significant
employment cost headwinds, we worked together to
identify opportunities to mitigate cost pressures and deliver
efficiencies
• Average store EBITDA for 2025 was £162k, c.3.5% below
2024 but almost 3% ahead of 2023, a better outcome than we
anticipated at the start of 2025
2026 focus
• Successful launch of our new CHICK ’N’ DIP brand and
product across our c.1400 store network to bring a new
differentiated growth opportunity for the entire system
• Build on successful pod-based store concept launched in
2025 and further develop new formats and ways of working
to improve store level profitability and help mitigate against
further externally imposed cost increases
• Continued development of second generation leaders
The opportunity
• Great products underpinned by innovation, exceptional
customer service and attractive pricing is core to our value for
money proposition
• In a more challenging consumer environment and one where
customers have more choice than ever, giving compelling value
is essential to deliver growth and maintain our market position
• Our value for money proposition also provides clear
differentiation against our direct competitors
2025 progress
• Delivery of consistently priced national value campaigns
• Further improvement in average delivery times to 24.3 minutes
• Sustained successful new product launches across the year
(eg Gunpowder Chicken and Paneer ranges)
• Together with our franchise partners, our value for money
proposition was key to us growing our market share in a
market where we saw periods of significant contraction for
the market as a whole
2026 focus
• Maintain leading customer service throughout full customer
journey
• Deliver further menu innovation to differentiate Domino’s
against direct competitors
• Rigorous cost discipline to drive shareholder value and
sustained growth
In 2025 we continued to be focused on four key areas to drive sustainable growth.
Below we provide an update on progress made in the year and where our focus will be in 2026.
Delivering the future
Franchise partner
profitability
Value
for money
Domino's Pizza Group plc
Annual Report & Accounts 2025
22

The opportunity
• Our digital platforms give us a direct and stickier relationship
with our customers enabling us to tailor offers and
promotions based on their location and past behaviours
• App customers have higher frequency than web-only
• Loyalty remains an opportunity to sustain the relevance of
our digital platforms and retain customers
2025 progress
• c.8m active app customers out of a total base of over 12m
• c.76% of online orders are placed on the app, driving
customer engagement
• Loyalty trial has been successful with sustained incremental
orders from our champion customers
2026 focus
• Further elevate the loyalty offering with additional
functionality and customer acquisition capability
• Develop and execute promotions to ensure consistency
and continuity of price message, where franchisees and our
marketing advisory committee agree
• Continue to differentiate app through functionality
and personalisation
The opportunity
• Make our great products even more accessible to
our customers
• We do this through store openings which brings our brands
to new markets and brings customers closer to a store
• Grow in new distribution channels including aggregators
2025 progress
• 31 new stores opened across 17 franchise partners. Over 140
new stores opened in the past three years.
• Continued generation of incremental sales from aggregators
(Uber Eats and Just Eat)
• CHICK ’N’ DIP trial demonstrated that the introduction of
a separately branded high quality chicken offering to our
Domino’s system alongside our great store and delivery
infrastructure would bring incremental sales to the system
2026 focus
• Targeting further store openings where it is economically
attractive to do so
• Further leverage our aggregator relationships
Digital
Convenience
23
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Key performance indicators
In order to continue to implement, develop and measure the Group’s
strategic performance, we monitor 10 financial and non-financial key
performance indicators (‘KPIs’).
UK & IRELAND
SYSTEM SALES
(£M)
NEW STORE
OPENINGS
underlying
ebitda(£M)
app orders as a
percentage of
onlineorders(%)
DELIVEred on
time(%)
Description
System sales represents
the most useful indicator
of the overall strength
of the Domino’s brand.
This metric measures
the total sales of the
Group’s franchisee and
corporate store system
in the UK & Ireland.
System sales do not
represent revenue
attributable to Domino’s
as it is derived mainly
from stores owned by
franchise partners.
Description
Our app is a key
driver of our digital
strategy. The number
of customers using our
app has significantly
increased over the last
three years, and we are
focused on moving more
customers to the app
as they have a higher
customer lifetime value,
increasing customer
loyalty and engagement.
Description
New stores are a driver
of growth. They increase
the scale of the system,
raising the profile of the
brand and increasing
value for all franchise
partners. In addition,
they are a signal of good
financial returns for
franchise partners.
Description
Customer service is key to
the long-term success of
Domino’s, and one of the
most important aspects
is speed of delivery. The
quicker our customers
receive their order, the
better tasting the pizza
and the more likely they
are to order again. We
aim to deliver pizzas to
customers within 30
minutes of being ordered.
The metric represents the
proportion of orders that
meet this target.
Description
Underlying EBITDA is a
key profitability metric
and gives an indication
of the underlying
performance of
the business.
Performance
System sales grew 1.5%
in 2025. This continued
growth was largely
driven by ticket with
order count slightly
lower than last year.
Performance
Online orders placed
on the Domino’s
app remained fairly
consistent over the
past three years. App
orders as a percentage of
online orders were down
slightly over 2024 as a
result of fewer app-only
offers.
Performance
We opened 31 new
stores in 2025 across
17 different franchise
partners, in a slow
planning environment.
During the year four
stores closed, giving
a net increase of
27 stores.
Performance
Service continued to
improve in 2025 as a
result of a continued
dedicated focus from
DPG and our franchise
partners. The number of
orders delivered on time
improved by 0.8 ppts
to 80.8%.
Performance
Underlying EBITDA
was £133.9m, down
6.6% compared to
last year. This was
driven by a decrease
in supply chain profit
as a result of lower
volumes and increase
in net overheads as we
continue to invest in our
core capability, offset by
lower technology costs.
Link to strategy Link to strategy Link to strategy Link to strategy Link to strategy
2025 1,595.6
2024 1,571.5
2023
1,540.5
2025 75.7
2024 76.3
2023
73.8
2025 31
2024 54
2023
61
2025 80.8
2024 80.0
2023
78.8
2025 133.9
2024 143.4
2023
134.8
Domino's Pizza Group plc
Annual Report & Accounts 2025
24

net debt (£M) underlying
earnings per
share (P)
share buybacks
announced (£M)
free cash
flow(£M)
dividend per
share (P)
Description
Net debt is defined
as the bank revolving
facilities, private
placement facilities,
cash and cash
equivalents and other
loans, including balances
held in disposal groups
held for sale. As
discussed in the CEO’s
statement on page 14,
our capital allocation
framework aims for
normalised Net Debt
to Underlying EBITDA
leverage of 1.5x–2.5x.
Description
Free cash flow is our
main cash performance
metric and gives an
indication of the cash
generated from our
trading activities.
Description
Underlying earnings
per share (‘EPS')
represents the net profit
attributable to each
share, after taking into
account tax and net
finance costs, and the
change in the number of
shares from year-to-
year. It excludes one-off
or irregular items.
Description
Our asset-light
business is highly cash
generative, and we
use a capital allocation
framework to maximise
shareholder returns.
In line with the capital
allocation framework
we have a sustainable
and progressive
dividend policy.
Description
Our asset-light
business is highly cash
generative and we use
a capital allocation
framework to maximise
shareholder returns.
In line with the capital
allocation framework,
after investing in the
core business, paying
a sustainable and
progressive dividend and
evaluating additional
growth opportunities, we
will return surplus cash
to shareholders.
Performance
In line with guidance,
net debt increased
by £19.1m during
the year. Consistent
free cash generated,
combined with the
partial sale of our Full
House investment, was
offset with the Victa
acquisition, dividend
payments and a £20m
share buyback. Leverage
was 2.26x at year end.
Performance
Free cash flow was
£80.7m, down from
£84.7m in 2024
primarily due to lower
EBITDA, higher lease
payments offset by
lower corporation tax
payments and lower
non-underlying cash
costs.
Performance
Underlying basic EPS
decreased 14% to
17.6p as a result of
lower underlying profit
after tax slightly offset
by lower number of
weighted average
shares due to the share
buyback programme.
Performance
Full-year dividend
proposed of 7.7p per
share, representing a
3% increase compared
to 2024.
Performance
£20m share buyback
programme announced
in September 2025
and completed in
October 2025.
Link to strategy Link to strategy Link to strategy Link to strategy Link to strategy
2025 284.6
2024 265.5
2023
232.8
2025 80.7
2024 84.7
2023
97.0
2025 11.3
2024 11.0
2023
10.5
2025 17.6
2024 20.4
2023
18.0
2025 20.0
2024 20.0
2023
90.0
Strategy key
Franchise Partner
profitability and organisation
Value for Money Digital Convenience
25
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Financial review
Financial highlights
• Underlying EBITDA
1
decreased by
£9.5m to £133.9m with the benefits
of lower technology costs of £2.9m
following the completion of the ERP
system rollout in H1 and corporate
store growth from acquisitions of £3.9m
being offset by lower supply chain
centre EBITDA of £10.4m due to lower
order count and a £5.6m increase in net
overheads due to investment in our core
capability to drive future growth.
• Underlying EBIT
1
decreased by £13.8m
to £111.2m reflecting lower EBITDA and
higher depreciation and amortisation as
a result of investment in the business in
previous years.
• Underlying profit before tax
1
of £91.2m,
a decrease of £16.1m, which includes
net finance costs of £20.0m, an increase
of £2.3m due to higher average net
debt levels.
• Our underlying effective tax rate
1
reduced slightly to 24.8% (2024: 25.2%)
due to adjustments relating to prior
years and underlying profit after tax
was therefore £68.6m, down £11.7m
on FY24.
• Non-underlying items
1
were a
net debit of £9.6m and included a
£10.4m impairment over the Shorecal
operations, £6.5m amortisation of
reacquired rights and transaction
costs that did not proceed of £6.0m,
offset by a £9.9m profit on disposal of
a 25% interest in Full House, £1.5m
fair value gain on Victa DP prior to
acquisition of controlling stake and
a net £1.4m benefit as a result of
executive changes made in the second
half. The corporation taxation impact
of the above items was a £0.5m credit.
• Statutory profit after tax was £59.0m,
a decrease of £31.2m from FY24, largely
due to the one-off profit on disposal of
the London Corporate stores recognised
in the prior year as well as the lower
underlying EBITDA
1
and non-underlying
items above.
• Free cash flow
1
before non-underlying
items decreased by £12.4m to £84.6m,
primarily due to lower underlying
EBITDA
1
and increased lease payments
due to larger corporate store portfolio.
• Capital allocation items of £98.8m
include capital expenditure of £24.1m,
dividend distributions of £43.4m, share
buybacks of £20.0m and the acquisition
of Victa DP for £25.5m offset by
proceeds of £17.6m on the partial
disposal of the Group’s interest in Full
House completed in December.
• Overall, net debt increased by £19.1m,
resulting in a pre-IFRS 16 leverage ratio
of 2.26x up from 1.93x in the prior year
towards the upper range of the Group’s
1.5-2.5x target range.
• The Directors have proposed a final
dividend of 7.7p per share (up 3%) to be
paid on 8 May 2026 to shareholders on
the register as at 7 April 2026 following
approval at the AGM.
1. The performance of the Group is assessed using a number of Alternative Performance Measures (‘APMs’).
The Group’s results are presented both before and after non-underlying items. Underlying profitability measures
are presented excluding non-underlying items as we believe this provides both management and investors with
useful additional information about the Group’s performance and aids a more effective comparison of the Group’s
trading performance from one period to the next and with similar businesses. Underlying profitability measures
are reconciled to unadjusted IFRS results on the face of the income statement with details of non-underlying
items provided in note 6. Definitions are included in the glossary.
Richard
SNOW
chief financial officer
(Interim)
Domino's Pizza Group plc
Annual Report & Accounts 2025
26

Total system sales and group revenue growth despite
a challenging environment.”
52 weeks ended
28 December 2025
£m
52 weeks ended
29 December 2024
£m
Group Revenue 685.4 664.5
Underlying EBITDA
1
133.9 143.4
Depreciation, amortisation and impairment (22.7) (18.4)
Underlying EBIT
1
111.2 125.0
Net finance costs (20.0) (17.7)
Underlying profit before tax
1
91.2 107.3
Underlying tax charge
1
(22.6) (27.0)
Underlying profit after tax
1
68.6 80.3
Non-underlying items (9.6) 9.9
Statutory profit after tax 59.0 90.2
1. Reconciliation of non-GAAP measures is in note 6 to the financial statements. Refer to glossary for non-GAAP measure definitions.
System sales and reported revenue
Our key metric for measuring the revenue
performance of the Group is system sales,
rather than our Group revenue. System sales
are the total sales to end customers through
the Domino’s network, for stores owned by
franchise partners and by the Group. Reported
system sales in the period were £1,595.6m, up
1.5% from FY24 driven primarily by increased
average selling prices as our franchise partners
increased price primarily to offset significant
employee tax-driven cost increases.
Our Group revenue consists of food and non-
food sales to franchise partners (supply chain
revenue), royalties paid by franchise partners,
contributions into the National Advertising
Fund (‘NAF’) and ecommerce funds by
franchisees, rental income and end-customer
sales in our corporate stores.
Within our Group revenue, the volatility of food wholesale prices, together with the
combination of different revenue items, means that analysis of margin generated by the Group
is less comparable than an analysis based on system sales. We consider that system sales
provide a useful alternative analysis over time of the health and growth of the business.
The table below shows the Group’s reported revenue:
52 weeks ended
28 December 2025
£m
52 weeks ended
29 December 2024
£m
Supply chain revenue 426.6 443.7
Royalty, rental and other revenue 80.1 83.3
Corporate stores revenue 92.9 53.2
NAF and ecommerce 85.8 84.3
Total 685.4 664.5
Reported revenue increased by £20.9m to £685.4m, primarily driven by an increase in
Corporate Stores revenue offset by a decrease in supply chain revenue due to lower volumes.
27
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Financial review continued
Royalty, rental and other revenues primarily
relate to the royalty revenue we receive from
our franchise partners based on a percentage
of system sales and rental income. The
decrease year on year is due to the increase in
our corporate stores portfolio and therefore
higher internal royalties have been eliminated
on consolidation.
Revenue for our directly operated corporate
stores increased by £39.7m due to increased
revenue from Shorecal in the year and the
acquisition of Victa DP on 10 March 2025.
Revenue from Shorecal in the year includes
a full year contribution when compared
to the prior year which includes a revenue
contribution from 10 April 2024.
The Group supports and develops the UK and
Ireland system’s IT capabilities, brand strength,
innovation and national marketing campaigns
through collecting and deploying franchisee
contributions to the National Advertising
Fund (‘NAF') and ecommerce fund. NAF and
ecommerce revenue is recognised based on
costs incurred, which increased to £85.8m
during the year. The net profit impact of the
NAF and ecommerce is nil as all relevant
development and marketing costs are covered
by the NAF and ecommerce funds in each year.
Underlying EBITDA
Underlying EBITDA decreased by £9.5m to
£133.9m. In FY25 we benefitted from lower
technology costs (c.£2.9m) as the result of
completion of our investment in the Group’s
new ERP system in H1 and from further
growth in corporate store EBITDA (c.£3.9m)
reflecting the acquisitions of controlling
stakes in Shorecal and Victa DP in FY24 and
FY25 respectively. However, supply chain
EBITDA declined by £10.4m primarily as
a result of declining order count volumes,
inflationary price pressure in operations and
additional investment in marketing following
the implementation of the Profitability
and Growth Framework (‘PGF’) which
more than offset the early benefits of our
automation programme. In addition, net
overheads increased by £5.6m reflecting the
annualisation of our investment in central
skills and capabilities to support our long-
term growth ambition.
Underlying depreciation, amortisation
and impairment
Underlying depreciation, amortisation and
impairment of £22.7m includes depreciation
of £14.5m, amortisation of £7. 6m and an
impairment of £0.6m.
Depreciation increased by £3.0m to £14.5m.
Of this increase, £1.2m reflects capital
investments made in prior years, and
£1.8m of lease depreciation following the
acquisition of Victa and the lease completion
of the Group’s fifth supply chain centre
in Avonmouth.
Amortisation increased by £0.7m to £7.6m,
largely due to higher charges associated
with the investment in the Group’s
ecommerce platform.
The £0.6m impairment charge relates to
obsolete property, plant and equipment and
intangible assets identified during the year.
Looking ahead to FY26, capex will be at a
higher level than in FY25 as we complete
construction and open our fifth SCC and
other automation projects. The additional
SCC will provide the Group with more
capacity, a more efficient distribution hub
and shorter distribution legs as well as
system needed capacity in the event that
one of the Group’s other supply chain
centres becomes unavailable. Depreciation
and amortisation will also increase reflecting
these investments.
Interest
Net finance costs in the period increased by
£2.3m to £20.0m, which includes interest on
net debt of £18.4m (2024: £16.6m) and net
lease interest payable of £2.1m (2024: £1.1m).
The increase of £2.3m reflects higher interest
on debt facilities and additional IFRS 16 lease
interest cost.
In July 2025 the Group extended the
RCF facility as set out in the Treasury
Management section below. The Group
currently has combined available debt
facilities of £600m.
Excluding IFRS 16 lease liabilities and related
interest, the average rate of interest paid by
the Group in FY25 was 6.3% (FY24: 6.2%)
on monthly average net debt of £292.0m
(FY24: £263.5m).
Taxation and profit after taxation
The underlying effective tax rate for FY25
was 24.8%, slightly reduced from the prior
year 25.2% due to several credit items
relating to previous years reflected in FY25.
Underlying profit after tax decreased to
£68.6m driven by a decrease in underlying
EBIT combined with higher net finance costs
discussed above.
Non-underlying items
Non-underlying items were a net debit of
£9.6m (FY24: credit of £9.9m) and include
the following:
• Shorecal goodwill impairment: An
impairment charge of £10.4m has been
recorded over the Group’s Shorecal
operations due to a decline in expected
performance against the acquisition plan,
driven by the permanent change in labour
structure following the Irish driver case
where the transition of drivers to employee
status has changed the cost of delivery
across the industry, higher UK employment
taxes and overall weaker trading conditions
in Northern Ireland and ROI than anticipated
at the time of acquisition. It may also take
longer than the forecast period for new
store openings in Shorecal to reach the
levels originally intended.
• Reacquired rights amortisation:
An amortisation charge of £6.5m has
been incurred during the year relating
to the amortisation on the reacquired
rights recognised on the Shorecal and
Victa acquisitions.
• Transaction costs: Costs of £6.0m were
incurred during the year over an extended
period of time relating to expenditure
on transactions that ultimately did not
proceed, with the potential for some
further costs which are not anticipated
to be material to the Group’s financial
position. All work on second brand
initiatives has been ceased.
Domino's Pizza Group plc
Annual Report & Accounts 2025
28

• Executive changes: A credit of £1.4m has
been recorded relating to changes in the
executive leadership, with the reversal of
a share-based payment charges more than
offsetting other costs of termination.
• Full House profit on disposal: The Group
disposed of a 25% interest in Full House
for proceeds of £17. 6m including costs of
£0.2m, which combined with the carrying
amount of £7.7m resulted in a profit on
disposal of £9.9m.
• Victa revaluation gain: A fair value gain
of £1.5m was recognised on the deemed
disposal of the Group’s equity investment
in the Northern Ireland Joint Venture prior
to obtaining a 70% controlling interest in
March 2025.
• Tax credit: A non-underlying tax credit
of £0.5m has been recognised on the
items above.
In FY24, a net non-underlying credit of £9.9m
was recognised which included a £21.4m
profit on disposal of the corporate stores,
£5.0m net reversionary income offset by
£3.2m terminated acquisition costs, Shorecal
acquisition costs of £2.3m, amortisation
on reacquired rights of £3.3m and taxation
of £7.7m.
Statutory profit after tax and earnings
per share
Statutory profit after tax was £59.0m,
a decrease of £31.2m from FY24.
Statutory EPS decreased to 15.1p, from
22.9p largely due to a decrease in underlying
profit after tax and the profit on disposal
of the London Corporate stores which
generated a profit on disposal of £21.4m
in FY24.
Underlying basic EPS decreased to 17.6 p
from 20.4p as a result of lower underlying
profit after tax partially offset by a lower
number of weighted average shares due to
the share buyback programme executed in
2024 and 2025.
Free cash flow and net debt
52 weeks ended
28 December 2025
£m
52 weeks ended
29 December 2024
£m
Underlying EBITDA
1
133.9 143.4
Add back non-cash items
– Contribution of investments (2.4) (3.3)
– Other non-cash items 4.3 3.8
Working capital (6.9) (1.6)
IFRS 16 – net lease payments (7.7) (5.6)
Dividends received 1.9 2.6
Net interest (17.4) (15.7)
Corporation tax (21.1) (26.6)
Free cash flow before non-underlying cash items 84.6 97.0
Non-underlying free cash
1
(3.9) (12.3)
Free cash flow 80.7 84.7
Capex (24.1) (18.5)
Funding to investments — (3.9)
Acquisitions and disposals (7.9) (27.0)
Dividends (43.4) (42.0)
Share transactions – Buybacks (20.1) (26.3)
Share transactions – EBT share (purchases)/
disposals (3.3) 0.4
Total capital allocation items (98.8) (116.8)
Increase in net debt (18.1) (32.1)
Opening net debt (265.5) (232.8)
Movement in capitalised facility arrangement fee (0.9) (0.6)
Forex on net debt (0.1) —
Closing net debt (284.6) (265.5)
Last 12 months net debt/Underlying EBITDA
1
ratio (excl. IFRS 16) 2.26x 1.93x
1. Reconciliation of non-GAAP measures is in note 6 to the financial statements. Refer to glossary for non-GAAP measure definitions.
Net debt increased by £19.1m with a free cash flow before non-underlying items of £84.6m,
non-underlying outflow of £3.9m and capital allocation items outflow of £98.8m.
29
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Financial review continued
Free cash flow
Free cash flow before non-underlying items
was £84.6m, a decrease of £12.4m on
the previous year principally due to lower
underlying EBITDA year on year.
The working capital outflow of £6.9m
(FY 24: outflow of £1.6m) was largely driven
by a £5.6m outflow due to the timing of
cash receipts and payments following the
Christmas bank holidays in the final week
of trading, which reversed in the first week
of FY26, and a small increase in inventories
of £1.2m.
Net IFRS 16 lease payments increased by
£2.1m to £7.7m following the acquisition of
our Investment in Victa DP and the lease
completion of our fifth SCC in Avonmouth.
Dividends received of £1.9m include £1.5m
from our interest in Full House and £0.4m from
our joint venture investment in West Country.
Net interest payments of £17.4m increased
from £15.7m as a result of increased average
net debt throughout the year.
Corporation tax payments decreased by
£5.5m to £21.1m primarily due to increased
payments made in the prior year relating
to transfer pricing between our UK and
Irish subsidiaries.
Non-underlying net cashflow of £3.9m
includes the following:
• £6.3m relates to transactions costs paid
in the current year, recorded as non
underlying in the current and prior year.
• A £1.0m outflow relating to payments to
the tax authorities in Ireland in connection
with settlement of the historical driver case
in Shorecal.
• Net reversionary share inflow of £4.6m
relating to historical share-based payment
schemes, which has now been fully settled.
• London corporate store disposal costs
of £0.4m along with a corporation tax
payment of £0.5m relating to that disposal.
As at 28 December 2025 the Group has net
debt of £284.6m, and the last 12 months net
debt/underlying EBITDA ratio excluding the
impact of IFRS 16 increased from 1.93x to
2.26x, largely as a result of reduced free cash
flow and share buy backs.
Capital allocation items
Capital allocation items decreased by
£18.0m to £98.8m.
Capital expenditure increased to £24.1m
which included £9.0m relating to our fifth
supply chain centre in Avonmouth, £4.0m
relating to automation initiatives across
our supply chain centre network and £7.4m
relating to total investment in digital and
ecommerce development. In addition,
corporate store capital expenditure was
£1.9m where we opened a further five stores.
Acquisitions and disposals outflow of £7.9m
includes the £25.5m cost of our acquisition
of a controlling interest in Victa DP offset by
£17.6m from proceeds on the disposal of 25%
of our interest in Full House.
Included in the £25.5m Victa acquisition
is £7.0m consideration for the additional
24% shareholding, £20.7m relating to the
repayment of debt on acquisition, offset
by a £2.2m capital contribution by our
minority partner.
In the prior year, acquisitions and disposals
cash outflow of £27.0m included £48.7m
cash consideration for the acquisition of
Shorecal, the £11.4m acquisition of a 12%
investment in DP Poland Plc offset by
£32.8m proceeds received on the disposal
of the London corporate stores. Funding
to investments of £3.9m relates to funding
for Victa DP’s growth plans and working
capital requirements.
Dividends paid of £43.4m includes £29.4m
relating to the final FY24 dividend paid in
May 2025 and the interim FY25 dividend
of £14.0m paid in September 2025.
Share buybacks of £20.1m relate to the
£20.0m share buyback programme announced
in September 2025 and related transaction
costs. Share transactions of £3.3m relate
to share purchases made by the Employee
Benefit Trust.
Free cash flow
of £80.7 million
generated in the
year.”
2.26x
NET DEBT TO EBITDA RATIO
Domino's Pizza Group plc
Annual Report & Accounts 2025
30

Capital employed and balance sheet
At 28 December 2025
£m
At 29 December 2024
£m
Intangible assets 126.3 98.1
Property, plant and equipment 119.4 103.5
Investments, associates and joint ventures 20.0 37. 5
Deferred consideration 2.0 2.0
Right-of-use assets 36.4 20.8
Net lease liabilities (39.7) (23.0)
Provisions (6.7) (5.7)
Working capital (46.0) (40.3)
Net debt (284.6) (265.5)
Tax (16.0) (9.6)
Net liabilities (88.9) (82.2)
Intangible assets increased by £28.2m to
£126.3m. The primary movement relates
to the addition of £41.5m of goodwill and
intangibles relating to the Victa DP acquisition
offset by a £10.4m impairment of goodwill
associated with the Shorecal operations.
Property, plant and equipment increased by
£15.9m to £119.4m, which include additions
of £19.2m and £4.1m acquired through the
acquisition of Victa DP. This was offset by
£7.9m in depreciation during the period.
Additions of £19. 2m includes £10.0m relating
to the fitout of our fifth SCC in Avonmouth,
£4.0m relating to automation across the
supply chain centres, and £1.9m relating to
corporate stores.
Investments, associates and joint ventures
decreased by £17. 5m primarily due to
the change in treatment of Victa DP from
associate undertaking to a consolidated
subsidiary following the Group’s controlling
share acquisition during the period, partial
disposal of the Group’s interest in Full House
which had a carrying amount of £7.7m as well
as a fair value loss of £3.5m on the
Group’s investment in Poland.
Deferred consideration of £2.0m relates to
amounts owed to the Group following our
disposal of the London Corporate Stores
during FY24. This is expected to be received
in FY26.
Right-of-use assets of £36.4m represent
the lease assets for our corporate stores
both in the UK and Ireland, warehouses and
equipment leases recognised under IFRS 16
in the current period. The net lease liability is
£39.7m. The lease portfolio has increased as
a result of the acquisition of Victa DP along
with the lease completion of the Group’s fifth
SCC in Avonmouth.
The net working capital liability has increased
from £40.3m to £46.0m as a result of the
factors outlined in the cash flow section
on page 30.
Total equity has decreased by £6.7m, to a
net liability position of £88.9m, largely due
to the profit after tax generated of £59.0m
offset by dividend payments of £43.4m and
a £20.1m share buyback. There are sufficient
distributable reserves in the standalone
accounts of Domino’s Pizza Group plc for
the proposed dividend payment.
Treasury management
At 28 December 2025, the Group held £600m
in debt facilities, of which £300m relates to
an unsecured multi-currency revolving credit
facility (‘RCF') and £300m relates to US Private
placement loan notes. The total undrawn RCF
facility at 28 December 2025 was £287.0m.
The Group amended and extended the RCF
facility in July 2025, increasing the amount to
£300m and extending maturity to July 2030
on substantially similar terms and covenants.
The Group now has £600m in debt facilities,
of which £300m relates to the amended RCF
and £300m relates to US Private Placement
loan notes.
The US Private Placement loan notes consist of
£200m at a fixed interest rate of 4.26% expiring
in July 2027 and £100m at a fixed interest rate
of 5.97% expiring in June 2034. Interest on
USPPs is payable every six months.
The unsecured multi-currency RCF incurs
interest at a margin over SONIA of between
165bps and 265bps depending on leverage,
plus a utilisation fee of between 0bps and
30bps of the aggregate amount of the
outstanding loans. The previous RCF incurred
a margin over SONIA of between 185bps
and 285bps.
The financial covenants under all financing
agreements are materially consistent. These
covenants relate to measurement of adjusted
EBITDAR against consolidated net finance
charges (interest cover) and adjusted EBITDA
to net debt (leverage ratio) measured semi-
annually on a trailing 12-month basis at half
year and year end. The interest cover covenant
under the terms of both agreements cannot be
less than 1.5:1, and leverage ratio cannot be
more than 3:1. Figures used in the calculation of
both covenants exclude the impact of IFRS 16.
Underpinning treasury management is a robust
Treasury Policy that aims to minimise financial
risk. Foreign exchange movement arising from
transactional activity is reduced by either
agreeing fixed currency rates with suppliers
or pre-purchasing the currency spend.
31
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Risk management
In 2025 we continued to apply the approach to Enterprise Risk
Management (‘ERM') created during the second half of 2023; and
with the material risks well established, the ERM process provided
the foundation for the determination of the material controls under
Provision 29 of the UK Corporate Governance Code. The Risk
Management Framework that applied throughout the year, consisted
of the following key elements:
Executive Risk Committee (‘ERC’)
The ERC comprises all of the UK Leadership Team and meets quarterly.
The role of the ERC is to: collectively challenge the management of
risk, with reference to the Risk Dashboards; and agree any incremental
action needed. As part of its role, the ERC conducts a ‘deep-dive’
review of a particular risk area at each meeting. Risk areas subject to a
deep dive during the year included: the resilience of the Domino’s app;
the fraud prevention measures, in preparation for the new ‘failure to
prevent fraud’ offence; and the Group’s response to the expectations on
public health. The ERC also considers any emerging risks not currently
represented by dashboards and provides a report of its activities,
through the Audit & Risk Committee, to the Board.
Principal risks
Each of the principal risks identified on the following pages
represents an aggregation of the Key Group Risks, with a focus
on those risks most material to the achievement of the Group’s
long-term strategic objectives.
Emerging risks
Our view of emerging risks and opportunities is updated via the ERC.
When considering emerging threats, we look for factors not currently
reflected in existing Key Group Risks and those that: could impact the
Group in the medium term; have the potential to increase rapidly in
severity; or demonstrate an interconnectivity which, in combination
with actively controlled risks, may amplify existing conditions.
Typically, such emerging risks focus on: legislative/regulatory matters,
especially consultations and policy reviews concerning public
health; technological change; competitor and market activity; and
environmental change. One such area where additional scrutiny was
initiated during the year was supply chain continuity beyond our
primary food-related suppliers and enhanced visibility of legislative
and regulatory compliance, both areas which will continue to develop
in 2026. Our latest horizon scanning has identified no further strategic
uncertainties that are not already included within the principal risks.
Risk appetite
The Group’s definition and monitoring of risk appetite has been
reviewed and agreed by the Board during the year. Each category
of risk has a risk appetite statement and has been placed on a risk
appetite scale, ranging from ‘Averse’ to ‘Open’ to risk. In addition,
in order to assist with monitoring the Group’s operations within the
risk appetite, each risk category has a number of specific risk-related
metrics and tolerance levels, which the Group is expected to operate
within. Review of these metrics against the tolerance levels occurs
following each review of the Risk Dashboards and any exceptions
are reported to the Board. This considered attitude to risk helps us to
evaluate strategic initiatives and guides business decision-making.
The environment in which we operate continues to evolve: new risks
may arise; the potential impact of known risks may increase or decrease;
and/or our assessment of these risks may change. The risks below
therefore represent a snapshot of what the Board believes are the
principal risks and are not an exhaustive list of all risks the Group faces.
Responsibility
Each Key Group Risk has a designated Risk Liaison, all of whom
are members of the Group’s senior management and oversee the
management of the risk day to day; and is owned by one of the UK
Leadership Team, who review and approve each of the Group Risk
Dashboards. Risk Liaisons are also expected to identify any emerging
risks relevant to their specialist area.
The Board is ultimately responsible for the Group’s identification,
assessment and management of risk; ensuring strategic decision-
making is aligned to the Group’s risk appetite; and the review of both
the principal and any emerging risks, at least twice annually.
The Audit & Risk Committee is responsible for scrutinising the
effectiveness of management’s internal control and risk management
systems, on behalf of the Board. This includes an assessment of the
effectiveness of the assurance provided by Internal Audit and other
sources of assurance to the Group.
Group Risk Dashboards
Group Risk Dashboards are maintained for each Key Group Risk and:
identify the key sources of exposure to the risk manifesting; assess
the residual risk position, following consideration of the mitigating
activities in place; consider what metrics and assurance exist over the
mitigation; and, with reference to the Group’s risk appetite for that
category of risk, document what further measures are required, along
with the associated accountability. Certain dashboards, for example
those risks relating to Information Security or Health & Safety, are
also underpinned by supporting risk registers. Group Risk Dashboards
are reviewed and updated every six months, and are presented to the
Executive Risk Committee and ultimately to the Board.
PRINCIPAL RISKS
executive risk committee
Group RISK DASHBOARDS
SUPPORTING RISK REGISTERS
ASSURANCE
Shareholders,
Board, Audit & Risk
Committee
UK Leadership
Team (‘UKLT’)
UK LT/
Risk Liaisons
Risk Liaisons
EMERGING RISKS
EMERGING RISKS
Domino's Pizza Group plc
Annual Report & Accounts 2025
32

Competitive pressures
Description of the risk
Maintaining our edge in the market requires us to manage the risks that
we fail to adapt to adverse changes and developments in our marketplace,
to retain existing customers, attract new ones, or drive higher order
frequency/baskets; or that we do not offer the range of quality products
with the great value that our consumers expect. The macro-economic
environment in the UK & Ireland continues to make the market conditions
challenging to operate within, as do the restrictions on advertising foods
high in fat, salt and sugar (see also the Principal risk of ‘Failure to meet
public health expectations’).
There are also risks that we deliver a poor customer service, including the
failure to deliver the correct orders, on time; or through the interaction
we and our franchise partners have with our customers online, in store,
by phone and at our customers’ doors.
Failure to manage these risks may lead to a loss of customer and franchisee
confidence; loss of market share; and has the potential to compromise
our future performance. In an extreme scenario, these risks could even
threaten the business model itself.
How we are mitigating
• Our cross-functional Innovation team continue to develop and launch a
strong pipeline of new pizzas, sides, and desserts; and apply a clear stage
and gate process for development and alignment with our franchisee
partners, including store trials, supplemented by feedback from
consumers, competitor analysis and post-campaign reviews. In 2025
the Company developed, for launch in 2026, our new chicken and
dips offering, branded CHICK ’N’ DIP.
• Stores within the Domino’s Pizza system contribute to the National
Advertising and eCommerce funds which enable consistent investment in
marketing national value campaigns and in our leading digital marketing,
CRM and loyalty capability, to keep Domino’s visible in consumers’ minds.
• Our partnership with aggregators, through Just Eat and Uber
Eats, aims to bring new, incremental, customers to the Domino’s
system and ensure that we remain visible to customers that elect to
exclusively use the platforms for their delivery food purchases.
• The delivery of a high level of customer service is subject to continual
training and is monitored by both our GPS solution and our internal
programme of Operations and Service Assessment (‘OSA') reviews,
whereby each store is audited, against clearly communicated
standards, at least three times per year.
Link to strategy Residual risk & direction
Risk owner Risk appetite
Chief Commercial
& Operating Officer
Balanced
franchiseE relationships/operations
Description of the risk
Maintaining a fairly balanced relationship with our franchisees is
fundamental to our continued performance and growth.
There are risks however, that: the franchise economics fails to remain
sufficiently attractive for either the Company or our franchisees to invest
in our collective growth, for example through the opening of new stores,
or the development and launch of new products; or that they do not share
our vision of the direction of the Domino’s brand in the UK & Ireland.
The challenging consumer macro-economic environment, compounded
by, inter alia, increases in the cost of labour and utilities, has created
added pressure on the price charged by franchisees, which can impact
order volumes; and the resulting impact on franchisee profitability
creates natural tension in the system. There are also further headwinds
expected in 2026, with the cost of responding to the Employment Rights
Bill, changes in business rates and Enhanced Producer Responsibility
charges.
We are also exposed to threats to the continuity of our franchisees’
operations, including from cyber attacks.
Loss of support from our franchisees potentially undermines our ability to
adapt to the necessary changes in our business environment and to grow
in both the short and medium term. Overall, this remains an inherent risk
to the business given the nature of the franchise business model.
How we are mitigating
• Alongside the contractual agreements we have in place for each
store, the five-year Profitability & Growth Framework (‘PGF') has
continued to operate and provides specific financial and other
incentives for franchisees to encourage the successful development
of the system. In 2025 we opened 31 new stores across 17 different
franchise partners.
• Day-to-day relationships with franchisees are managed through our
dedicated Franchise Operations team and various operations forums, as
well as through one-to-one meetings with our Chief Executive Officer.
• Working with our franchise partners to further improve their store
profitability continues to be a clear priority for us and, despite
the challenges noted above, we were, together, able to limit the
reduction in average EBITDA for UK stores in 2025 to c.3.5%,
to £162k (2024: £168k).
Link to strategy Residual risk & direction
Risk owner Risk appetite
Chief Executive Officer Cautious
Key focus areas
Franchise Partner
profitability and organisation
Value for Money Digital Convenience
33
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Risk management continued
SCC MATERIALLY FAILS TO DELIVER DEMAND
Description of the risk
We distribute both the fresh dough we manufacture ourselves in our
Supply Chain Centres (‘SCCs') and third-party manufactured pizza
sauce, cheese, toppings, sides and boxes to our stores, as well as other
equipment and supplies.
A loss of more than one dough production line or total loss of an SCC
through property damage, major manufacturing breakdown, or a
health and safety, cyber security, or major IT/Operational Technology
incident, would require urgent contingency arrangements to be executed
wherever possible.
These risks, if prolonged, could have a very significant impact on financial
performance and a loss of market share, where a sufficient supply of
Domino’s products is not available to meet consumer demand.
How we are mitigating
• We delivered an exceptional 99.99% food availability for our stores
during 2025, again demonstrating strong continuity to supply.
• Against the threat of a loss of one or more production lines as a
result of a major health and safety incident, fire, adverse weather, or
mechanical failure, we have strong mitigation in place to reduce the
likelihood, including: health and safety management systems; fire
prevention, detection and suppression; preventative maintenance;
and stock of critical equipment spares.
• We have refreshed and enhanced our existing approach to business
continuity during 2025, which is designed to help minimise the
impact of any disruption event; and this will be further developed
during 2026.
• In the very short term, there would be some spare capacity amongst
the remaining SCCs to meet demand. This will be increased as we
expand our SCC estate further; and in 2025 we signed the lease
on our fifth supply chain centre, which will be completed and enter
operation in mid-2026. Beyond this we would partner with other
businesses to meet the shortfall.
Risk owner Risk appetite
Chief Supply Chain Officer Minimal
Link to strategy Residual risk & direction
FAILURE OF KEY SUPPLIER
Description of the risk
The business relies on a number of third-party suppliers, with some
representing the sole source of an ingredient. The Group would be
vulnerable if a supplier: ceased trading; suffered a major cyber security
incident; had a major operational interruption, food safety incident or
regulatory restriction; or was responsible for an ethical or compliance
breach of such severity that the Group could, or would, no longer trade
with it.
There is also a risk that we fail to accurately forecast, such that there
is insufficient inventory of raw materials to meet demand, or we incur
material price variances as we purchase to address such shortfalls.
This risk may have an acute impact for a limited time.
How we are mitigating
• The majority of our ingredients are dual sourced and/or can be
sourced from multiple production sites, which should help enable
uninterrupted supply. In addition, the Group holds minimum levels
of buffer stock at all times; and additional levels during peak trading.
Good progress was made in 2025 on: increasing the coverage of dual
sourced ingredients; and, for the remaining sole sources, review of
business continuity plans and opportunities to increase buffer stock
to minimise potential disruption. Further enhancements to these
mitigations are expected during 2026.
• Quarterly financial health checks, which were enhanced during
the year, are designed to provide an early warning of the risk that
suppliers cease trading, and security impact assessments and
scorecards help ensure we only take on suppliers with an acceptable
level of risk. Further enhancements to these checks and expected
minimum standards are scheduled for 2026.
• Forecast accuracy continued to be very high during 2025 and was
reinforced during 2025 by the capability of the new ERP system.
Link to strategy
Risk owner Risk appetite
Chief Supply Chain Officer
(raw material/equipment supply)/
UK Leadership Team
(other suppliers)
Minimal
Residual risk & direction
Domino's Pizza Group plc
Annual Report & Accounts 2025
34

LOSS OF BUSINESS-CRITICAL SYSTEMS
Description of the risk
Our business-critical systems are those which directly support the
production and transport of dough and other pizza ingredients,
equipment and supplies from our SCCs to our stores; and those which
support sales to our customers, particularly through digital channels,
which represent over 90% of systems sales. In the event of the loss of
any such business critical system, whether through third-party software;
hardware or utility failure; physical property damage from a natural
disaster, external or internal party; or a cyber attack, there is an inherent
risk that significant trade is prevented.
Loss of platform or application availability or integrity would result in a
short-term impact on commercial performance, including potential loss
of customer confidence in the platform and/or mobile app. This loss of
customer goodwill and revenue could have longer-term consequences
for customer confidence in the Domino’s brand. It may also negatively
impact franchisee relationships if they lose confidence in the resilience
and security of the platform.
How we are mitigating
• During the year we continued to invest in preventative, detective
and responsive controls, particularly in respect of cyber attacks, and
have received additional assurance on both our cyber security and
systems resilience/disaster recovery capability during the year.
• As part of the above, further developments have been made in the
year as to how sales made through our aggregators can provide
continuity in the event of significant disruption to the sales channels
we operate.
• Both the development and performance of our risk mitigation
(including our Minimum Viable Trading Platform) continues to be a
key area of focus for the Board and Audit & Risk Committee, who are
actively monitoring the recommendations arising from the recent
assurance activity and will continue to provided oversight of this
fundamental area in 2026.
We continued to maintain high availability of our e-commerce sales
channels throughout 2025 and remained vigilant to the potential loss of
business-critical systems, especially given the incidence of high-profile
cyber attacks on other food retailers.
Risk owner Risk appetite
Chief Information Technology Officer Minimal/Cautious
Link to strategy Residual risk & direction
FOOD SAFETY
Description of the risk
Following the consumption of any of the products sourced from our
suppliers, produced in our SCCs; and prepared in our 1,399 stores, there
is an inherent risk that our customers’ health is adversely affected, arising
from either contamination, or failure to meet the customers’ requirements
with respect to allergens.
Any serious incident could have a short-term impact on our ability to
produce/trade and undermine the confidence in the quality and safety of
our products, leading to longer-term damage to our reputation; and loss
of sales in the short, medium and longer term.
How we are mitigating
• The business maintains a rigorous regime of standards and food
safety checks for both our suppliers and the SCCs. Each of the SCCs
is accredited to the internationally recognised food safety standard
FSSC 22000; and are audited by our technical team, Domino’s Pizza
International and other regulatory bodies.
• Outside of food production, meeting our customers’ allergen
requirements is reliant on ensuring customer awareness and training
for store staff, and these measures have been further enhanced
during 2025. Although all practicable measures are taken to
minimise the allergens risk, the nature of operating a Quick Service
Restaurant business and the fact that we offer Gluten Free products
does increase the exposure, particularly that arising from the store,
rather than the production (comprising the sourcing of ingredients,
production of dough and transport to stores) environment.
• Early warning and horizon scanning systems are in place across the
supply chain to log, review, investigate and act upon issues which may
impact food safety or quality, and these have been improved during
the year. Stores operate to clearly defined standards and policies,
which are periodically verified by our own OSA reviews and third-
party food safety evaluations, covering areas such as food storage
and handling, product quality, safety and store condition. Franchisees
are also financially incentivised to maintain sufficiently high scores
on evaluations.
Link to strategy
Risk owner Risk appetite
Chief Supply Chain Officer
(production), Chief Commercial
& Operating Officer (stores)
Averse (excluding allergens)
Minimal/Cautious (allergens)
Residual risk & direction
1. Stores. 2. Production.
Key focus areas
Franchise Partner
profitability and organisation
Value for Money Digital Convenience
35
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Risk management continued
LOSS OF PERSONAL/CORPORATE DATA FAILURE TO DELIVER ON ESG COMMITMENTS
Description of the risk
For ease of use, our online ordering systems hold some customer data, the
loss of which (whether accidental or as a result of unauthorised intrusion)
might cause disruption and cost to the Group. In addition, the Group’s own
data on employees, partners and suppliers, and commercially sensitive
information, is also exposed to the same risks of loss.
The risk of financial penalty for a data breach in our sector remains
significant, whether imposed by the regulator or awarded by the courts.
Together, these risks have the potential to compromise our future
performance. In an extreme scenario, the reputational damage could
possibly threaten the business model if we suffered a total loss of
consumer confidence.
How we are mitigating
• Much of the mitigation activity relevant to the risk of loss of
business-critical systems, and particularly the exposure to a cyber
attack, also mitigates against loss of personal/corporate data.
• The risk of data loss could manifest from inside the organisation
(either deliberate or inadvertent), rather than from an external
infiltration, and for this we have clearly communicated policies
and training on data classification, storage and retention, as well
as restricted access to sensitive data and encryption. We are also
continuing to develop and invest in data loss prevention tools.
Description of the risk
Our Sustainability Strategy is structured around three ESG pillars: Reducing
our environmental impact; Improving our impact on society; and Running
a well governed business. There is a risk, however, that we fail to deliver
on the commitments we’ve made relating to these pillars, such as those
relating to diversity, equity and inclusion; Net Zero emissions; packaging;
or animal welfare.
As a result of failing to meet our commitments, some customers may
choose to not to buy our products, or certain key talent may become
disaffected and leave the organisation. Ultimately, our reputation may
suffer, affecting our performance in the future, and in an extreme scenario,
could threaten the business model itself.
How we are mitigating
• Both the Sustainability Committee and Executive Sustainability
Steering Committee focus on the delivery of specific targets/
commitments in respect of the three ESG pillars. In addition, 10% of
the UK Leadership Team’s bonus is linked to the delivery of key ESG
objectives.
• Working to tackle climate change forms a significant element of
our commitments, and we have made SBTi-validated commitments
to materially reduce Scope 1 and 2 GHG emissions by 2031, and
to achieve Net Zero by 2050. In particular, the CO
2
‘Glidepath’,
which was reviewed and updated during the year, specifically sets
out and positively tracks the interventions designed to meet these
commitments. Over half of the 2025 ESG objectives, which formed
part of the UK Leadership Team’s bonus (referred to above), related
to the reduction of our GHG emissions. Further information can be
found in the Sustainability section of this report (on pages 40-56).
Risk owner Risk ownerRisk appetite Risk appetite
Chief Commercial &
Operating Officer
Chief Supply Chain OfficerMinimal Balanced
Link to strategy Link to strategyResidual risk & direction Residual risk & direction
Domino's Pizza Group plc
Annual Report & Accounts 2025
36

FAILURE TO MEET PUBLIC HEALTH EXPECTATIONS PEOPLE-RELATED RISKS
Description of the risk
Society’s expectations, governmental response to public health concerns
and the associated demand for healthier food continue to evolve; and
failure to adapt to the changing expectations and requirements also
continues to represent a key risk to the Group. Conversely, there is also a
risk of insufficient demand for products specifically designed to respond
to these expectations.
In January 2026, the provisions of the Health and Care Act, which restricts
how foods high in fat, salt and sugar can be advertised via paid-for online
channels and on TV, before a 9p.m. watershed, became effective. The wider
use of GLP-1 hormone products, as consumers seeking to improve personal
health outcomes, manage obesity and related health issues, may have an
impact on the size of our market and demand for our core products.
This risk has the potential to compromise our future performance or, in an
extreme scenario, even threaten the business model itself.
How we are mitigating
• The Group prepared for and adopted the requirements of the
Health and Care Act from October 2025, ahead of the statutory
requirement.
• We are committed to offering an increasing range of products to suit
all dietary requirements and preferences; and our consumer-centric
insight programme allows us to track habits and attitudes and adapt
our menus in response.
• Whilst we continue to work towards reformulations/reductions in
saturated fat, salt and sugar across our menus, consistent with our
health strategy, our robust development process, with multiple stages
of expert and consumer taste panels, also ensures that the product
experience meets consistently high standards.
• We are continually monitoring the changing legislative environment
and participate in industry efforts to ensure that our views are
understood by policymakers, so that we continue to effectively
market Domino’s brands and products whilst maintaining compliance
with the relevant legislative/regulatory requirements, such as the
Health and Care Act 2022.
Description of the risk
The business continues to be dependent on certain specialist skills or volume
of roles required and, in the year, has experienced some significant change
in executive leadership. There is still a risk of insufficient awareness of
Domino’s as an employer in the UK & Ireland; or an insufficiently competitive
offering in terms of reward, fulfilment and development, to attract new,
or retain existing talent.
There are also risks to the health and safety of our employees and third
parties from the production and distribution of fresh dough and other
items from our SCCs; the preparation of food in store; and delivery to
our customers.
These risks could have some impact on future performance, for a limited time.
How we are mitigating
• Both the capability and accumulated experience of our senior leadership
team facilitated the quick transition to both an Interim Chief Executive
Officer and Interim Chief Financial Officer in the last few months of 2025.
• We continue to deliver national digital recruitment campaigns for
stores, and share best practice in reward with our franchise partners.
• Initiatives undertaken in 2025 to improve the awareness and
attractiveness of DPG as an employer, included further developments
in both HR policies and our approach to Diversity, Equity and Inclusion;
and the launch of our new Domi DNA competency framework. Overall,
improvements have been noted in the time to fill vacancies and there
is a better pipeline of talent/support structure for the activities/
disciplines considered most critical to the Company.
• Competitive benefits packages are in place, which are benchmarked
using industry-specific data sets/tools.
• We remain committed to ensuring the health and safety of our
employees, through our rigorous Health and Safety Management
System and training thereon, which is subject to both internal and
external assurance and helps minimise the incidence of our Lost
Time Incident (‘LTI') or Reporting of Injuries, Diseases and Dangerous
Occurrences Regulations (‘RIDDOR') events.
• New safety features have also been introduced in the year as we
replenish our SCC delivery fleet.
Risk owner Risk ownerRisk appetite Risk appetite
Chief Commercial &
Operating Officer
Chief People OfficerMinimal Minimal / Averse
Link to strategy Link to strategyResidual risk & direction Residual risk & direction
Key focus areas
Franchise Partner
profitability and organisation
Value for Money Digital Convenience
37
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Viability statement and going concern
The Group’s current position
The Group’s core UK & Ireland business
model has been shown to be solid since
it was formed. We operate under what is
effectively a perpetual Master Franchise
Agreement (‘MFA’), so the business model is
long term. The Group’s strategy and business
model, which is explained on pages 18 to 23,
is well established and we have a market-
leading position in the UK & Ireland, having
successfully exploited the emergence of
eCommerce as a sales channel.
We continue to open new stores in the UK
& Ireland and have demonstrated good
growth in system sales, like-for-like sales and
profitability in our core business over many
years, with high rates of converting operating
profit to cash.
At 28 December 2025, the Group has net
debt of £284.6m and has committed debt
facilities of £600m which include Sterling-
denominated private placement loan notes
of £300m and an unsecured multi-currency
revolving credit facility of £300m, of which
£287m was undrawn. The Group has cash
funds of £24.6m.
During the current year the RCF was
increased to £300m and its maturity was
extended to July 2030. Of the US Private
Placement loan notes, £200m mature in July
2027 and £100m mature in June 2034. The
debt facilities expiring in 2027 form part
of the Group’s viability period. The Group
is confident in its ability to successfully
refinance these facilities, given the strong
cash flow generation and relationships
with lenders.
Our strategic planning process
The CEO, supported by the Executive
Leadership team, is responsible for the
Group’s strategic planning process. This
starts with an annual strategy review, which
is informed by both in-house monitoring
of market trends and developments, and
external market research. Following this
review, an initial strategic plan is drafted,
including a detailed financial model.
The Board reviews and challenges the draft
plan, utilising their experience, market insight
and knowledge of the financial, technical and
human resources available to the Group.
Long-term viability statement
In accordance with the UK Corporate
Governance Code, the Directors have
assessed the long-term viability of the
Group over the period to December 2028.
The strategic plan is prepared on a five-year
basis, but both management and the Board
are conscious that the Group operates in
a fast-moving environment. The viability
assessment is performed over a three-
year period as there is greater certainty
of cash flows associated with the Group’s
performance-related revenue.
The assessment has been based on the
Group’s strategic plan, balance sheet position,
agreed financing and financial modelling of
the strategic, operational and emerging risks
identified by the Executive Risk Committee
as discussed in the Risk Management section
of the Strategic Report. The output of this
is in the table with the scenarios modelled
mapped to the principal risks. The cash flows
in the strategic plan are based on the forecast
performance of the current business, with
any acquisitions or disposals only included
where there is certainty over the related cash
inflows or outflows. The Directors of the
Group have considered the future position
based on current trading and potential
downside scenarios which may occur, either
through further supply chain-related impacts,
general economic uncertainty or other risks.
This assessment has considered the overall
level of Group borrowings and covenant
requirements, the flexibility of the Group
to react to changing market conditions and
the ability to appropriately manage any
business risks, as has been demonstrated
by the Group’s reaction to emerging supply
chain-related risks over the period.
In relation to the identified potential climate
change risk and opportunities set out in
our TCFD reporting on pages 49 to 56, the
directors do not believe there would be a
material impact on cash flows in the viability
period.
In stress testing the Group’s viability, the
Directors have assessed the impact of events
occurring in isolation and in combination, as
may occur in certain scenarios. The Directors
have also considered what mitigating
management actions could be taken
in response.
Conclusion
In each of the individual scenarios modelled,
there remains headroom on the debt facilities.
A ‘severe but plausible’ scenario has been
considered with a combination of risks:
• a 7.5% reduction in system sales compared
to the base case; and
• a two-week total loss of sales during peak
trading time due to either a significant SCC
production disruption or cyber incident.
The Group also maintains headroom on the
debt facilities in this severe but plausible
scenario. If mitigations were to be required
the Board has actions available in the form of
a reduction of dividends to shareholders and
share buybacks.
Reverse stress testing has also been
performed, which is a materially worse
scenario than the scenario described above,
which concluded that the Group’s currently
agreed financing could only be breached if
a highly unlikely combination of scenarios
resulted in a material annual reduction in
system sales greater than 13%, assuming no
mitigating actions or cost reduction. We do
not consider this plausible.
The Group’s compliance with the terms
of its UK & Ireland MFA is of fundamental
importance to its business model.
Development targets under the MFA have
been agreed for a 10-year period starting
in 2016 and the Group is currently on track
with those targets. New targets for the
next 10 years, that will enable the Group
to continue to open stores and receive
incentives, is under renegotiation during 2026
and the underlying MFA will renew at the
beginning of 2027.
Following their assessment, the Directors
have a reasonable expectation that the Group
will be able to continue to operate and meet
its liabilities as they fall due over the period to
December 2028.
Domino's Pizza Group plc
Annual Report & Accounts 2025
38

Individual scenario modelled Principal risk
Scenario: Decreased consumer spend
Assumptions
A 7.5% reduction in system sales due to decreased consumer spend.
• Competitive pressures
• Failure to meet public health expectations
• Food safety
Scenario: SCC Production disruption
Assumptions
An SCC production disruption of two weeks downtime in peak trading.
• SCC materially fails to deliver demand
• Failure to deliver on ESG commitments
Scenario: Stakeholder relationships
Assumptions
Franchisee relationship – A 50% reduction in new store openings, which reduces system sales.
Employee relationships – If DPG is unable to attract new employees, this would potentially
reduce sales such as new products and loyalty scheme initiative.
• Franchisee relationships
• People related risks
Scenario: Cyber attack
Assumptions
A large-scale cyber-attack resulting in a decline in sales due to the inability to order on the online
platforms.
• Loss of business-critical systems
• Loss of personal/corporate data
Scenario: Franchisor relationships
Assumptions
Royalties costs increases and no stores able to be opened due to DPG not agreeing a
development plan with DPI.
• Franchisee relationships
Scenario: SCC supplier disruption
Assumptions
A four-week period of non-supply of meat during peak trading period.
Franchisees do have the option to supply meat elsewhere if DPG is unable to supply to them.
• Failure of key supplier
• Failure to deliver on ESG commitments
Going concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position, are
set out in the Strategic Report on pages 1 to
61. The financial position of the Company, its
cash flows, liquidity position and borrowing
facilities are described in the financial
statements on pages 129 to 203.
In addition, notes 24 and 25 to the Group
financial statements include the Company’s
objectives, policies and processes for
managing its capital, its financial risk
management objectives, details of its financial
instruments and hedging activities, and its
exposures to credit risk and liquidity risk.
The Directors have completed modelling
of the scenarios in the table above and
considered the impact within the next 12
months where relevant.
As a result of this review, the Directors have
a reasonable expectation that the Company
has adequate resources to continue in
operational existence for the foreseeable
future and have therefore continued to
adopt the going concern basis in preparing
the financial statements. Details of this
assessment can be found in note 2 of the
financial statements.
39
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Sustainability
Our Sustainability Strategy and initiatives remain a core driver
of long-term growth and resilience for the Group.
Following the publication of our second
Sustainability Report in March 2025, we
have continued to embed sustainability
into our business strategy and decision-
making, recognising that our sustainability
performance is closely linked to broader
commercial outcomes. To reflect this
integration, we have incorporated progress
against our Sustainability Strategy within
this Annual Report.
As we close out 2025, we are pleased with
the progress made against our priority
objectives, alongside the valuable learnings
gained. While sustainability progress is rarely
linear, our focus remains firmly on delivering
impact across our key priority areas of
emissions reduction, balanced choices and
modern slavery.
During the year, we continued to reduce
emissions through the next phase of our
greener SCC fleet transition, including the
introduction of electric delivery vehicles,
while strengthening engagement with priority
suppliers on Scope 3 emissions. We also
worked closely with our largest suppliers to
trial alternative, recyclable solutions for high-
volume items such as dip pots.
Alongside our environmental efforts, we have
progressed our Nutrition Strategy, ensuring
changes are meaningful and sustainable.
We have expanded our range of lower-
calorie offers and trialled a new range of
chicken products to support more balanced
choices for consumers. We have introduced
clear calorie labelling and continued to
progress our reformulation agenda. We
have also carried out education sessions
with our franchise partners to support the
development of their approach to avoid
modern slavery.
Beyond these priorities, we have continued
to invest in our people through our Manager
Training Academy and continued our long-
standing charity partnership with Teenage
Cancer Trust. In addition to our fundraising
efforts, we have completed a mentoring
programme to support and upskill their
frontline NHS staff and Youth Support
coordinators. A programme we intend to
develop further in 2026.
The Sustainability Committee continues
to provide robust oversight of our progress
and priorities, ensuring sustainability
remains embedded in decision-making as
we work towards our long-term ambitions.
The following sections set out our strategy,
performance and priorities in more detail.
positive change
Tracy
corrigan
chair of the
sustainability committee
Domino's Pizza Group plc
Annual Report & Accounts 2025
40

Sustainability
strategy
R
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t
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Net zero
emissions
Waste
Packaging
MODERN
SLAVERY
balanced
choices
charitable
giving
animal
welfare
de&I
reducing our
environmental impact
Improving our impact
on society
Running a well-governed
company
We want to protect the planet
by reducing our impact on the
environment as much as we can,
especially when it comes to waste
and carbon emissions.
When our communities thrive, we all
thrive. We are committed to uplifting
our colleagues, customers, franchise
partners, and suppliers, ensuring we
make a positive impact wherever we
do business.
Our unwavering commitment to
sustainability starts at the top. We
prioritise transparency and diligence
in our governance structures,
continuously striving for improvement
in all that we do.
social
environmental
Governance
Sustainability Strategy
andPillars
Our Sustainability Strategy framework
remains consistent, structured around
the three ESG pillars: Reducing our
environmental impact; Improving our
impact on society; and Running a well
governed company. This approach
continues to help us to align with
upcoming regulatory requirements and
streamline tracking and reporting of
progress internally.
41
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Sustainability continued
As we close out 2025, we are pleased with the progress
made against our priority objectives, alongside the
valuable learnings gained.”
£9million
RAISED FOR
TEENAGE CANCER TRUST
IN A DECADE
128
COLLEAGUES COMPLETED
THE MANAGER
TRAININGACADEMY
• Franchisees
– Our franchise partners were focused
on supporting the communities they
operate in and giving their colleagues the
tools they needed to succeed both inside
and outside Domino’s.
– More information on our Charity
partners can be found on page 45
– More information on our Manager
Training Academy programme can be
found on page 45.
• Colleagues
– Our colleagues felt passionately about
ensuring responsible business practices
across areas of DE&I and modern slavery
risk reduction.
– More information on our ‘On the Road’
Programme can be found on page 45.
– Our Modern Slavery Statement can be
found on our investor website.
We are committed to refreshing our
materiality assessment by the end of 2026
to ensure that our priority areas are still
aligned with key stakeholder priorities and
commercially important issues.
Materiality approach
Our last materiality assessment was
undertaken in late 2021. In that assessment,
we gathered views from a range of
key stakeholders, including customers,
colleagues, franchise partners and
investors. The assessment helped identify
the sustainability topics that (1) mattered
personally to stakeholders, (2) they felt
Domino’s had a responsibility to address,
and (3) they believed Domino’s could make
a tangible positive difference in. The topics
below formed the basis of our Sustainability
Strategy and continue to be the basis for
the Company’s priorities and areas of focus
• UK and Republic of Ireland customers
– Our customers were focused on
packaging, waste/recyclability, and
animal welfare. More information can be
found on page 44.
Domino's Pizza Group plc
Annual Report & Accounts 2025
42

Dashboard
2025 KPI Status 2026 priorities
Emissions
Deliver the next phase of the greener SCC fleet
transition plan including >85% electric refrigeration
units , six E-Vans and three Compressed Natural
Gas (‘CNG') tractors.
Ordered in 2025,
delivered in March
2026
Complete phase 3 of the fleet transition plan
to greener, low-emission delivery vehicles
(bringing the total vehicles from 41 to 55).
Commitment from all priority commodity suppliers
to reduce emissions 15% by 2031 vs. 2021
baseline.
Work with top suppliers to develop DPG
specific emissions reduction plans.
Progress our plastics improvement plan, working
with top five suppliers on alternative solutions.
Prove commercial viability of alternative
plastic dip pots that are recyclable and secure
commitment for transition.
Balanced Choices
Create – introduce more lower calorie options
(20% of our core menu options will be below
600Kcals; introduce five new under 400Kcals
options; introduce two new under 200 Kcal
options)
Develop and screen with consumers a range
of three mains and three sides which are
smaller portion / nutrient dense options.
Reformulate – develop strategy and plan
for reformulation.
Trial three reformulation projects which
make measurable progress towards our
five-year targets to increase number of non-
HFSS products.
Communicate – highlight balanced options. Test offline digital concepts with consumers
to understand how to better communicate
healthy options without impacting conversion
rate.
Modern Slavery
Franchise partners educated on Modern Slavery
issues – work with franchise partners to support
the development of their approach to avoiding
modern slavery, ensuring compatibility with DPG
policies and expectations.
Carry out further education sessions with
franchise partners on Modern Slavery issues
and ensure supporting resources and materials
are made available.
DE&I
Maintain a position that is in line with or better
than the Parker Review Targets.
Board level target
achieved; senior
management
not achieved.
Maintain a position that is in line with or
better than the Parker Review Targets.
Five participants to complete the ‘On The Road’
programme.
10 further participants to complete the ‘On
the Road’ programme.
Charity Partners
£1 million raised in 2025 for our charity partners. Raise £1 million in 2026 for our
charity partners.
Partners Foundation – 10% increase in grants
in 2025.
Continue to expand reach – 10% increase
in Partners Foundation grants in 2026.
Animal Welfare
Sign up to European Chicken Commitment. Maintain best-practice animal welfare
standards consistent with BBFAW benchmarks.
Achieved
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Environmental
Net Zero emissions
Supply Chain Centre fleet
• We’ve made strong progress reducing our Scope 1 emissions and
remain on track to achieve our target of reducing Scope 1 and 2
emissions by 42% by 2031 against our 2021 baseline.
• This year, we ordered a number of lower-emissions vehicles
for our fleet, including three compressed natural gas (‘CNG')
tractors and six electric trucks. Due to delays from the supplier
the delivery of CNG trucks is now expected in March 2026.
We remain optimistic that they will significantly reduce emissions
without compromising our Supply Chain Centre (‘SCC') fleet
efficiency.
• We refurbished 30 trailers, reducing waste and manufacturing
emissions, and added two electric vans for lower emissions. Our
first fully electric heavy goods vehicle (‘HGV') has already driven
over 6,000 miles. In addition, new technology like our Livery Traxx
system and ongoing exploration of alternative fuels are further
advancing our roadmap towards a greener fleet.
• In 2026, we plan to build on successful trials to achieve emissions
reductions beyond our near-term target of a 42% reduction
across Scopes 1 and 2.
Packaging
Dip pots trial
• In 2024, we prioritised identifying problematic plastics across our
value chain. We found that 75% of the plastic in our supply chain
centres is currently recyclable.
• Building on this foundation, we have partnered with key suppliers
specifically to evaluate viable OPRL-compliant kerb-side recyclable
alternatives for current plastic packaging, aiming to minimise
waste while maintaining product integrity and availability.
• In 2025, we launched a trial with our dip pot supplier to assess
the feasibility of transitioning to recyclable materials without
compromising quality or food safety. Following rigorous testing,
we identified a suitable recyclable option compatible with the
supplier’s existing production processes. We will continue this
collaboration throughout 2026 to try and facilitate a seamless
transition, ensuring the supplier’s capacity to serve other
customers remains unaffected.
Waste
• We are committed to running an efficient and responsible
business by minimising food waste across our operations. The
Inventory team meticulously manages ordering and deliveries to
optimise stock levels and prevent surplus food. When there is
occasional, unavoidable surplus product, we work closely with
charity partners such as FareShare and FoodCloud to redistribute
products to people in need, supporting community welfare.
• In 2025, a total of over 55 tonnes of surplus ingredients
were redistributed through collaborations with Fareshare and
FoodCloud. A portion of these ingredients was utilised by
Fareshare to produce FLEX soups, providing nutritious meals to
individuals experiencing food insecurity across the UK and Ireland.
Sustainability continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
44

Social
Balanced choices
• We have made great progress with our Nutrition Strategy
in 2025, guided by three pillars: Create, Communicate and
Reformulate. We have expanded our menu options such as
introducing Cheeky Little Pizzas and Loaded Veg, and improved
transparency for consumers through clear calorie labelling and
nutritional breakdowns. We have also continued to progress our
reformulation agenda, understanding how we can reduce fat,
sugar and salt while maintaining flavour through rigorous testing.
• Customer research, supplier collaboration and a cross-
functional internal team underpin this work, ensuring changes
are meaningful and sustainable. Domino’s commits to ongoing
reformulation trials, increased non-HFSS options and continued
innovation so that customers can enjoy more choice, more
balance and the same iconic Domino’s taste.
• Domino’s first Nutrition Report will be launched in 2026. It sets
out how we are evolving to meeting growing expectations around
health without losing the taste and enjoyment customers love and
expect from the brand.
DE&I
• We are committed to equipping our colleagues with essential
tools and nurturing diverse talent pipelines throughout the
business. Key Domino’s initiatives driving career progression
include the ‘On the Road’ Programme to upskill drivers and
the Manager Training Academy. In 2025, we launched our new
competency framework, Domi DNA, which places inclusion at its
core and will underpin our leadership programmes, development
initiatives, and talent strategies in 2026 and beyond.
• In 2025, Domino’s supported 128 graduates from the Manager
Training Academy, a nine-month programme designed to
enhance store managers’ leadership and operational capacity.
This initiative earned recognition at the Princess Royal Training
Awards for outstanding training and skills development. Since
its launch in 2022 with just eight participants, the Academy has
continued to evolve, empowering managers with the knowledge
and tools to drive success.
Charitable giving
Teenage Cancer Trust mentoring
• Domino’s has supported Teenage Cancer Trust for over a decade,
raising nearly £9 million to help young adults at the toughest
time of their lives. This year, we deepened out commitment
beyond fundraising by launching a six-month mentoring
programme. Nine colleagues from across Domino’s partnered
with frontline NHS nurses and Youth Support Coordinators,
sharing expertise in areas like project management, events
coordination, advocacy and stakeholder engagement.
• The new mentoring programme was about more than just
transferable skills, it helped to boost confidence, fostered
meaningful connections and empowered those who make a
real difference for young people facing cancer. The mentoring
scheme earned the ‘Altogether Unstoppable Award’ for
Corporate Volunteer of the Year, and with the next round of
mentorship planned for 2026, we look forward to continuing
this impactful collaboration.
45
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Sustainability continued
SECR table
Streamlined Energy and Carbon Reporting
• Domino’s is continuing to report on our greenhouse gas (‘GHG') emissions and is continuing to refine the data collection process and
methodology to align with current science and best practice.
• In addition to our internal processes and governance, Domino’s Pizza Group has commissioned independent limited assurance on
selected metrics. PricewaterhouseCoopers LLP (‘PwC’) carried out a limited assurance engagement on selected GHG emissions data
for the year ending 31 December 2025 in accordance with International Standards on Assurance Engagement 3000 (revised) and 3410,
issued by the International Auditing and Assurance Standards Boards.
• A copy of PwC’s full report and Domino’s methodology document are available here (https://investors.dominos.co.uk/sites/default/files/attachments/
pdf/methodology-statement.pdf). The figures covered by this assurance process are indicated in the table below by the following symbol:
Greenhouse gas (‘GHG’) emissions summary for 2025
Our reporting period for GHG emissions is from 1 January to 31 December.
Tonnes of CO
2
e –
All operations
Tonnes of CO
2
e –
UK only
2025
2024
Restated
2024
Previously
Disclosed 2025
2024
Restated
2024
Previously
Disclosed
Total tCO
2
e emissions (market-based) 14,087 14,942 13,469 10,813 11,897 11,646
Total tCO
2
e emissions (location-based) 15,529 16,615 15,552 12,805 14,160 14,040
Scope 1 greenhouse gas emissions tCO
2
e 12,523 12,907 12,368 10,493 11,241 11,271
Scope 2 (location-based) greenhouse gas emissions tCO
2
e 3,006 3,707 3,184 2,312 2,919 2,769
Scope 2 (market-based) greenhouse gas emissions tCO
2
e 1,563 2,035 1,101 320 657 376
tCO
2
e per tonnes of dough produced (location-based) 0.34 0.35 0.33 0.31 0.33 0.32
Total energy consumption (MWh) 71,437 74,856 68,282 58,807 63,984 61,826
Scope 3 greenhouse gas emissions tCO
2
e 471,935 430,084 431,082 N/A N/A N/A
As explained in more detail overleaf, to make figures comparable year on year, emissions for 2024 have been restated in this table to include a full year of emissions from
the Shorecal entity in 2024.
Domino's Pizza Group plc
Annual Report & Accounts 2025
46

Methodology
• We have used the UK Government’s 2025 Conversion Factors
and the Sustainable Energy Authority of Ireland (‘SEAI')
factors to calculate our greenhouse gas emissions. Our
reporting follows the Company Reporting GHG Standards
and the Streamlined Energy and Carbon Reporting guidance.
For specific details on how we report our GHG emissions,
please refer to our Methodology Document here (h tt ps://
investors.dominos.co.uk/sites/default/files/attachments/pdf/methodology-
statement.pdf).
• Emissions for sites within the Group’s operational control
have been disclosed, including our offices, corporate stores
and supply chain centres (supplying both corporate stores
and franchises).
• In line with the Methodology Document, emissions from
entities acquired during the year are reported in the financial
year after they are acquired. For this reason, Shorecal (a
2024 acquisition) is being reported for the first time in 2025
and Victa DP (acquired in 2025) will not be included until
next year’s report. To make the figures comparable year on
year, emissions from 2024 have been restated in the table to
include a full year of emissions from the Shorecal entity in
2024.
• Emissions intensity: We have chosen to report our emissions
in relation to tonnes of dough produced, as this figure
reflects activity at our SCCs, which supply dough to Domino’s
corporate stores and the network of Domino’s franchisees
across the UK and ROI.
• Exclusions: there are no material exclusions.
Trend Narrative
• Energy efficiency: Towards the end of 2025, Domino’s Pizza
Group began sourcing renewable electricity for the Shorecal
corporate estate. This will be reflected in lower Scope 2 market-
based emissions in 2026.
• Comparisons below and in the table on page 46 are based on
restated 2024 figures that include Shorecal corporate stores,
which were acquired in 2024 but not reported until the following
year in accordance with our Methodology document.
– Overall, emissions have decreased by 5.7% (Market-based) and
6.5% (Location-based) from last year, largely driven by the sale
of previously owned corporate stores in London.
– Scope 1 emissions have decreased by 3.0% compared to last
year. This is mostly due to corporate stores being sold halfway
through 2024.
– Scope 2 emissions have decreased by 23.2% (Market-based)
and 18.9% (Location-based) emissions. Reduction in electricity
consumption was driven by the sale of corporate stores mid-
year 2024, as well as increased solar panels energy generation
in our Supply Chain Centres (Warrington, West Ashland
and Naas). These three SCCs generated over 1,700 MWh,
generating savings in emissions equivalent to 711 tonnes of
CO
2
e (market-based).
– Scope 3 emissions increased by 9.7% compared to the prior
year, due to in-year higher capital expenditure emissions
driven by the construction of the new supply chain centre
(due to be completed in 2026). Following a shift in calculation
methodology, there has been an increase in franchise
emissions linked to higher delivery and collection volumes
conducted by car. Despite these increases, there was a 1%
reduction in supplier emissions, which reduced the overall
Scope 3 increase.
47
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Sustainability continued
Total number of colleagues Senior Leadership Team Group PLC Directors
2,592 40 7
Male 72% 1,864 out of 2,592 Male 58% 23 out of 40 Male 37% 2 out of 7
Female 28% 728 out of 2,592 Female 42% 17 out of 40 Female 63% 5 out of 7
Gender Diversity
We are committed to building an inclusive workplace where every colleague feels valued, supported, and empowered to grow. In 2025,
alongside our training and upskilling programmes (see page 45), we strengthened our colleague support networks, including the Domino’s
Women’s and Parents’ Networks, and invested in key events such as International Women’s Day to build awareness across the organisation.
While we did not meet all our DE&I targets, we remain focused on improving recruitment, development, and retention to help every
colleague thrive.
The data below is reported for Domino’s colleagues as of year-end. Gender data is collected centrally via HR systems from colleague records.
Domino's Pizza Group plc
Annual Report & Accounts 2025
48

Governance
a) Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board retains overall responsibility for assessing risks and opportunities that are climate-related, assisted
by the Board’s Committees. In 2021, the Board established a Sustainability Committee, which has oversight of
the development of strategies, policies and performance in relation to ESG matters, including climate-related
matters. The Committee is chaired by Tracy Corrigan. Due to the cross-functional nature of ESG issues, all other
Non-executive Directors have a presence on the Sustainability Committee. The Committee meets at least three
times a year.
The Audit & Risk Committee reviews the Group’s public disclosures and reporting on climate-related issues,
including greenhouse gas emissions reporting and related third-party assurances.
The Remuneration Committee has oversight of the incentives and ESG performance-related remuneration matters.
The Company’s approach to climate change and other ESG matters is articulated in the Group Environmental
Policy (https://investors.dominos.co.uk/sites/default/files/attachments/pdf/dpg-environment-policy-approved-
dec-2024.pdf).
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
The Chief Executive Officer maintains day-to-day responsibilities for running the business, which includes all
ESG matters. The Chief Supply Chain Officer plays a key role alongside the Chief Executive Officer and chairs
the Executive Sustainability Steering Committee, a committee comprised of Executives across the Group with
responsibility for managing the pillars and projects across ESG. The Executive Sustainability Steering Committee
is singularly focused on ESG-related performance and initiatives.
The Chief Supply Chain Officer has responsibility for the operational delivery of climate change initiatives as the
majority of the emissions from the Group sit within Supply Chain Centres (e.g., logistics and energy efficiency)
and the wider value chain (e.g., supplier engagement for product-level emissions reduction).
The Chief Commercial and Operating Officer has responsibility for corporate communication and
reputation management.
The Chief Supply Chain Officer and Chief Commercial and Operating Officer report to the Chief Executive
Officer. The Company Secretary is responsible for briefing the Board and its Committees on climate-related
issues, and any issues raised are monitored via our risk assessment process, outlined on page 32.
TCFD Statement
In late 2020, the Financial Conduct Authority required UK premium listed companies to include a statement in their annual report complying with the
Task Force on Climate-related Financial Disclosures (TCFD) recommendations (Listing Rule UKLR 6.6.6R). This was supplemented by the Climate-
related Financial Disclosure Regulations 2022 (CFD), mandating TCFD-aligned reporting.
Domino’s implemented TCFD recommendations from the 2022 financial year, with most disclosures reported in our 2021 Annual Report. The
sections below provide the required TCFD disclosures on governance, strategy, risk management, and metrics and targets, consistent with Listing
Rules and CFD obligations. Our approach to climate-related risks, opportunities, governance, risk management, strategy, and metrics and targets
continues to evolve.
49
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Sustainability continued
Strategy
a) Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium, and long term.
The Board actively oversees climate-related risks and opportunities on the Group’s strategy and business model
across short (1-3 years), medium (4-10 years), and long-term (10+ years) horizons. In 2024, we completed our second
scenario analysis exercise, identifying various climate-related risks and opportunities detailed on page 52.
Our scenario analysis currently employs qualitative methodologies, but the business understands the importance
of quantifying these scenarios and will continue to work to quantify the impact of the scenarios.
In alignment with TCFD recommendations, our scenario selection process included at least one scenario with
a temperature increase of 2 ºC. We excluded overly optimistic scenarios (no change or less than 1.5 ºC) due to
current climate science, evolving government policies, and observed emissions reduction progress. Similarly, we did
not consider extreme scenarios exceeding a 3 ºC increase, adhering to scientific consensus on probable outcomes.
b) Describe the impact of
climate-related risks
and opportunities
on the organisation’s
businesses, strategy,
and financial planning.
The Company has identified various climate-related risks and opportunities, following the scenario analysis
exercise that was completed in 2024. The scenarios were based on a range of credible sources, including the
Intergovernmental Panel on Climate Change’s (‘IPCC') Representative Concentration Pathways (‘RCPs') and
Shared Socioeconomic Pathways (‘SSPs'); International Energy Agency (‘IEA') scenarios; and the Principles for
Responsible Investment’s (‘PRI') Inevitable Policy Response (‘IPR').
At this stage, the scenario modelling has been restricted to a qualitative analysis, given the complexity of these
scenarios and various factors that affect them. Further work is required to quantify the risks and opportunities,
but the Company is committed to continuing to embed climate-related risks into the Company strategy. Details
of the scenario analysis exercise and risks and opportunities are shown on pages 52-56. In summary, the most
significant risks the Company faces relate to:
1. Tension between franchisee and investor demands to transition to net zero business models (in the event
of a temperature increase of 1.5°C or more) over the medium to long term;
2. increased costs and/or shortage of key ingredients (2°C increase or more) over the long term; and
3. a decline in employee satisfaction arising from challenging working conditions (3°C increase) over the medium
to long term.
Risk 1 remains a significant challenge for the business and our franchise partners given the rising cost of operating
over the past year. The Company continues to explore solutions that balance cost efficiency with emissions reduction
and will work with stakeholders to ensure that, where possible, the risks and opportunities are clearly explained.
In response to Risk 2, the Company has been collaborating with priority suppliers to secure commitments for
greenhouse gas (‘GHG') emissions reduction, further aligning our supply chain with our sustainability goals.
To mitigate Risk 3, the Company continues to explore emissions reduction opportunities including cutting-edge
technology to enhance energy efficiency, reduce our carbon footprint, and improve operational resilience.
We are actively developing business cases for cost-effective investments in equipment and services to further
reduce our carbon emissions.
In terms of opportunities, we continue to make progress with our SCC fleet and will continue to roll out lower-
carbon vehicles. This recognises the dual importance of reducing emissions from our transport operations,
supporting our science-based target, whilst also enhancing the resilience of our distribution network against
potential climate-related disruptions.
c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
The Company will continue to engage with our stakeholders, franchisees, suppliers, and customers to respond
to changing demands and expectations. We remain committed to regularly reassessing the risks and adapting
our strategies as needed to ensure long-term resilience and sustainability.
Domino's Pizza Group plc
Annual Report & Accounts 2025
50

Risk Management
a) Describe the
organisation’s process
for identifying and
assessing climate-related
risks.
The Company’s comprehensive climate-related risk and opportunity management process includes quarterly
assessments, with findings presented to the Executive Leadership Team for strategic decision-making.
We continue to work to quantify the financial impact of climate-related risks and opportunities to both better
resource the changes necessary to adapt to these challenges and increase business resilience in the face of a
changing climate.
b) Describe the
organisation’s process
for managing climate-
related risks.
At a Company level, management assesses how climate-related risks impact the Group’s defined strategy. For
example, the costs and benefits of using lower-carbon alternatives for building materials, transportation, or fuel.
At an asset level, each building owned by the Group, including the SCCs, is evaluated considering various climate-
related risks and encompassing physical, transitional, and regulatory factors.
c) Describe how processes
for identifying,
assessing, and managing
climate-related risks
are integrated into the
organisation’s overall
risk management.
The Board is responsible for identifying the Group’s principal risks and how they are being managed or mitigated
and retains overall responsibility for risk management. Climate change is recognised as part of one of the Group’s
principal risks. All risks are assessed using a bespoke 5x5 risk assessment matrix, which considers probability and
likelihood of controls in place.
We have linked the risks to the pillars of our strategic plan and manage an active risk register. The risk register
forms part of the overall Risk Management Framework, reviewed by the Audit & Risk Committee on behalf of
the Board. More information about the Group’s Risk Management Framework can be found on page 32.
Metrics and targets
a) Disclose the metrics
used by the organisation
to assess climate-related
risks and opportunities
in line with its strategy
and risk management
process.
The Group discloses the metrics it uses to assess climate-related risks and opportunities in a manner that aligns
with its strategy and risk management processes. In 2024, the Group reassessed the climate-related risks and
opportunity scenarios. A summary of those scenarios can be found on pages 52-56. The Group continually
refines our methodologies and approach to stay aligned with the latest scientific insights and best practices.
b) Disclose Scope 1, Scope
2 and, if appropriate,
Scope 3 greenhouse
gas emissions and the
related risks.
The Group manages and monitors its Scope 1, 2 and 3 greenhouse gas emissions and reports on this through
the Streamlined Energy and Carbon Reporting (‘SECR') requirements. That information can be found on page 46.
c) Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
against targets.
The Group set a public science-based emissions reduction and Net Zero target, which was validated by SBTi in
2022. The Group’s near-term target is an absolute reduction in Scope 1 and 2 emissions by 42% and an absolute
reduction in Scope 3 emissions by 25% versus a 2021 baseline, with a target date of 2031. SBTi also validated
the Group’s long-term target to be Net Zero by 2050, aligned with the Paris Agreement.
Performance against our targets can be found on page 43.
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Sustainability continued
The Group conducted an update of our scenario analysis in 2024 to re-assess and validate the 2022 risks and opportunities to ensure they
remain aligned with the most critical issues facing the business. The methodology for the scenarios was developed by external advisors,
and a cross-functional team was engaged to articulate the potential risks and opportunities from a variety of perspectives.
The scenarios are summarised below and include a 2°C scenario, as suggested by the TCFD reporting recommendations. They draw on
Intergovernmental Panel on Climate Change’s (‘IPCC') Representative Concentration Pathways (‘RCPs') and Shared Socioeconomic Pathways
(SSPs); International Energy Agency (‘IEA') scenarios; and the Principles for Responsible Investment’s (‘PRI') Inevitable Policy Response (‘IPR')
scenarios. We recognise that modelling exercises cannot provide precise predictions of future events and will have to be revisited and adapted
to evolving data and scientific developments. This process is continuous, and we will report annually.
1.5°c 2.0°c 3.0°c
TEMPERATURE RISE ABOVE
PRE-INDUSTRIAL LEVELS
TEMPERATURE RISE ABOVE
PRE-INDUSTRIAL LEVELS
TEMPERATURE RISE ABOVE
PRE-INDUSTRIAL LEVELS
Anticipated Change
Action taken has achieved the aims set
out in the 2015 Paris Agreement to
limit climate change to below 1.5°C of
pre-industrial levels, but with significant
shifts in policy, cost increases and
consumer behaviour change.
An Uncertain and Volatile World
Not much has changed from today.
Some action has been taken, but
it’s very much business as usual.
Uncertainty increases and the impacts
of a changing climate manifest
themselves in vulnerable parts of
the world.
An Irreversible Change
Economies around the world have
continued to be powered by fossil fuels.
As a result, the planet is in crisis and
well past the point of no return by 2030.
Global warming has accelerated and
changes in climate are all around, tangible
and, in some cases, catastrophic.
Scenario analysis and climate-related risks
and opportunities
Domino's Pizza Group plc
Annual Report & Accounts 2025
52

Higher cost of raw materials and supply chain disruption
Applicable scenarios
and materiality
Time frame
1.5 Not significant
2.0 Significant
3.0 Significant
Risk type
Physical
Description
Supply chain disruption and increased cost of
ingredients and non-food raw materials (such as cotton
for uniforms). Global crop yield loss from increasing
temperatures, changing precipitation patterns, biome
shifts, and extreme weather events drives up cost of
raw materials.
For scenarios two and three, key food staples see marked
yield declines. These declines are coupled with increased
prevalence of pests and diseases, further challenging
food production systems.
Mitigation measures identified
Continuously monitor climate-related trends affecting
key ingredients and collaborate closely with key
suppliers to assess changes to crop yields and farm-level
adaptation measures. Meanwhile, drive menu innovation
to enhance flexibility and reduce dependence on high-
risk ingredients to mitigate potential cost and supply
challenges associated with changing food availability.
1.5 Not significant
2.0 Significant
3.0 Significant
Applicable scenarios
and materiality
Time frame
Risk type
Physical
Employees’ wellbeing and satisfaction
Description
Heat waves and higher temperatures leading to
challenging working conditions and a decline in
employee job satisfaction and wellbeing for store
employees, delivery drivers, and supply chain centre
(‘SCC') workers. Increase in health and safety issues
working in a hot environment with staff availability,
scheduling of breaks and recruitment/retention
issues. Satisfaction is further eroded by complaints
from unhappy customers after visiting uncomfortably
hot stores.
Mitigation measures identified
Implement targeted store retrofitting to improve
ventilation and cooling efficiency, which could include
upgraded air extraction systems (oven hoods) and wider
use of air conditioning to maintain safe and comfortable
working conditions during periods of extreme heat.
Other measures identified include mandating AC
installation across all stores and introducing a summer
uniform for in-store and delivery colleagues. These
initiatives are suggested alongside an assessment
of long-term barriers, such as increased capital cost,
planning permissions requirements, and potential
community or reputational impacts.
1.5 Significant
2.0 Significant
3.0 Not significant
Applicable scenarios
and materiality
Time frame
Risk type
Transitional
Failure to engage franchisees to decarbonise
Description
Franchise operations are a material component of DPG's
Scope 3 emissions; there are impacts of failing to engage
franchisees to reduce their emissions.
Under a 1.5° scenario, increasing regulatory expectations
for a credible transition plan pressure (UK Transitions
Plan Taskforce) and the phase out of natural gas are
expected to intensify pressure on franchisees to invest
in lower-carbon equipment and more energy-efficient
technologies. While this will help to accelerate progress
towards Net Zero, it may result in higher short-term
capital costs and operational adjustments.
Under a 2.0° scenario, slower policy movement
and reduced regulatory clarity around transition
expectations may limit incentives for franchisees to
decarbonise. Combined with the challenging trading
conditions and the cost burden of lower-carbon
technologies, the pace of transition could remain
uneven, constraining overall progress to Net Zero.
Mitigation measures identified
Collaborate more closely with franchise partners to
enhance the collection and analysis of emissions data.
Use this data to identify and evaluate the financial
and operational benefits of adopting lower-carbon
equipment and energy efficiency initiatives.
53
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Sustainability continued
Accelerated expectations from financial stakeholders
(investors, financiers and insurers)
Applicable scenarios
and materiality
Time frame
1.5 Significant
2.0 Not significant
3.0 Not significant
Risk type
Transitional
Description
Failure to demonstrate progress against a credible
Net Zero pathway exposes the business to reduced
access to capital from investors who are increasingly
prioritising sustainable models.
Under a 1.5° scenario, heightened investor
expectations, driven by regulatory mandates, would
amplify pressure on companies without robust
transition plans, potentially leading to divestment,
higher capital costs, and restricted financing options.
Mitigation measures identified
Publish an annual transition plan disclosure aligned
with UK regulatory guidance to provide transparency
on progress towards Net Zero targets and demonstrate
the business’s resilience to climate-related risks.
Increased cost of doing business for stores
Applicable scenarios
and materiality
Time frame
1.5 Significant
2.0 Significant
3.0 Not significant
Risk type
Transitional
Description
Policy-driven carbon pricing (e.g., carbon taxes, CBAM)
and societal expectations for emissions reduction will
elevate store operating costs, compounded by supply
chain disruptions and demand shifts for lower-carbon
products that erode margins.
Under a 1.5° scenario, accelerated policy
implementation, including gas oven phase-outs and
ICE vehicle bans, will compel rapid adoption of electric
ovens and delivery fleet, drive upfront capital costs
and supply chain reconfiguration.
Under a 2.0° scenario, more gradual policy rollout
may moderate immediate cost spikes, but persistent
carbon pricing and market preferences for sustainable
operations could still pressure margins.
Mitigation measures identified
Continue to assess the feasibility and implementation
pathway for electric ovens and low-carbon delivery
vehicles to enable a managed transition away from
fossil fuel-dependent equipment.
Develop targeted support mechanisms for franchisees
to help build adaptability to evolving carbon
regulations and market preferences.
Domino's Pizza Group plc
Annual Report & Accounts 2025
54

Short LongMedium
Impact of heatwaves, extreme weather events and
flooding for stores and supply chain centres (‘SCC’)
Applicable scenarios
and materiality
Time frame
1.5 Not significant
2.0 Significant
3.0 Significant
Risk type
Physical
Description
Under a 3.0° scenario, intensified extreme weather
events such as flooding and heatwaves across the UK
and Ireland would disrupt store operations, supply
chain centre operations, labour availability, and stock
scheduling due to shifting customer preference.
Dough production processes (e.g., proofing) would
face reliability issues, while delivery suspensions and
infrastructure damage elevate downtime risks. Rising
insurance premiums to cover heightened physical risks
would impose significant financial strain on Domino’s
operations and franchise operations.
Mitigation measures identified
Retrofit stores with enhanced ventilation and heat
dissipation systems to maintain operational continuity
during extreme heat events.
Accelerate the electrification of the delivery fleet to
ensure store functionality amid weather disruptions.
Cost savings from transition to alternative
delivery modes
Applicable scenarios
and materiality
Time frame
1.5 Significant
2.0 Significant
3.0 Not significant
Opportunity type
Physical
Description
Potential for cost savings and improved profitability
through transitioning delivery operations to low-
emission transport options such as mopeds, e-peds,
and bicycles. Additional benefits from an increase
in customers opting for collection on foot instead of
delivery, driven by environmental awareness and a
desire to reduce individual carbon footprints.
Mitigation measures identified
Monitor customer collection trends and assess the
feasibility of transitioning to lower-emissions delivery
modes in collaboration with franchise partners to
enhance operational adaptability.
Plan for realising the opportunity
Domino’s will continue to monitor customer
trends as well as explore options to transition into
alternative delivery modes such as epeds and bicycles
where feasible. Option to be explored jointly with
franchisee partners.
55
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Sustainability continued
Short LongMedium
Failure to adapt to changes in customer preferences
Non-financial
andsustainability
information
statement
Applicable scenarios
and materiality
Time frame
1.5 Significant
2.0 Significant
3.0 Significant
Risk type
Transitional
Description
Evolving customer preferences and physical
disruptions leading to lower sales volumes through
reduced satisfaction, lower order frequency, decline
in brand loyalty, exacerbated by lower disposable
incomes constraining order size.
Under a 1.5° scenario, accelerated shifts in consumer
behaviour driven by climate awareness steer demand
away from high-carbon core menu (e.g., meat-and
cheese-heavy pizzas), pressuring revenue unless menu
innovation keeps pace.
Under a 2.0° and 3.0° scenario, extreme weather
events (e.g., heatwaves, flooding) disrupt supply chains
and menu availability, leading to customer complaints,
gaps in product consistency, and reduced demand for
hot foods at elevated temperatures, driving churn to
more resilient competitors.
Mitigation measures identified
Ongoing consistent monitoring of consumer trends
with rapid adaptation of product offerings to maintain
brand relevance and customer loyalty amid shifting
climate-driven preferences.
Proactively explore alternative low-carbon ingredients
as potential substitutes to address future sustainability
requirements and availability constraints.
We comply with the non-financial reporting requirements
in Sections 414CA and 414CB of the Companies Act 2006.
The information set out below, together with signposts
to other relevant sections of the Annual Report and
Accounts, our Impact Report and our website, is intended
to help stakeholders understand our position on key
non-financial matters.
Environment
matters
Environmental policy https://investors.
dominos.co.uk/
investors/policies
Employees
Diversity policy Page 81
CEO Pay Ratio Reporting Page 117
Respect for
human rights
Data Protection Policy https://investors.
dominos.co.uk/
investors/policies
Human Rights Policy
Anti-corruption
and bribery
matters
Anti-Bribery and Corruption Policy Page 124
Whistleblowing Policy Page 124
Description of the business
model
Page 18
Principal risks andimpact
of business activity
Pages 32 to 37
Non-financial KPIs
Page 24
Domino's Pizza Group plc
Annual Report & Accounts 2025
56

Section 172 Provision Further details can be found
A. The likely consequences
of any decision in the
long term
Business Model page 18
Strategy pages 2 to 61
TCFD pages 49 to 56
B. The interests of the
Company’s employees
Business Model page 18
People and Culture page 6
Corporate Governance
pages 62 to 126
Stakeholder Engagement page 58
Nomination & Governance
Committee Report pages 79 to 82
Remuneration Committee
Report pages 94 to 121
C. The need to foster business
relationships
with suppliers,
customers and others
Business Model page 18
Stakeholder Engagement page 58
People and Culture page 6
D. The impact of the
Company’s operations
on the community and
the environment
Business Model page 18
People and Culture page 6
Sustainability pages 40 to 56
TCFD Pages 49 to 56
E. The desirability of the
Company maintaining
a regulation for high
standards of business
conduct
Business Model page 18
TCFD pages 49 to 56
Risk Management pages 32 to 37
Audit & Risk Committee
Report pages 85 to 93
F. The need to act fairly
as between members
of the Company
Business Model page 18
Stakeholder Engagement page 58
Remuneration Committee
Report pages 94 to 121
Section 172 Statement
The Board continues to maintain high governance standards and make long-term decisions for
the benefit of the Company and its stakeholders.
Section 172 of the UK’s Companies Act 2006
This statement summarises how, during the year ended 28
December 2025, the Board has acted to promote the long-term
success of the Company for the benefit of all our stakeholders
and the environment as well as consideration of the matters
set out in Sections 172(1) a-f of the Companies Act 2006 as an
integral part of Board decision making.
The Board confirms that during the year under review it acted
and continues to act to promote the long-term success of the
Company for the benefit of shareholders as a whole whilst
maintaining due regard for the matters set out in Section 172(1).
Engagement with stakeholders is reported to the Board by the
Executive Directors. Reports submitted to the Board highlight
potential positive and negative impact to key stakeholders of
the subject matter. This provides the Board with insight into
the consequences of our business on our stakeholders. Board
meetings include time dedicated to consideration and discussion
of different stakeholder groups, and the views and feedback
from various stakeholders.
57
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Engaging with our Stakeholders and Workforce
Our shareholders have invested in the Company’s shares and
expect to see a return on their investment. Shareholders play an
important role in the oversight of the Group’s governance and
how the business is managed, whether institutional investors,
private individuals or employee shareholders. The views of our
shareholders inform our decision-making and engagement with
them enables us to explain our strategic goals.
How we engage
We maintain a constructive dialogue with shareholders. We
engage with them regularly, both proactively and reactively,
to understand their perspectives and ensure these are
considered in our decision-making. The principal points of
contact (either in person or via video calls) are through the
Chief Executive Officer, Chief Financial Officer and Director of
Investor Relations and are through a combination of meetings
with specific investors, roadshows, investor conferences, site
visits and at the AGM. The Board Chair or Chairs of the Board
Committees have meetings with shareholders as required.
Matters raised
During the year shareholders raised questions over trading
performance, system growth in terms of new stores and system
sales, future growth opportunities available to the business,
the operation of the Profit and Growth Framework with our
franchise partners, Board succession, remuneration policy,
the application of the Board’s capital allocation policy, and
questions on a variety of operational matters.
How we respond and outcomes
The Board has been able to reflect on the wide range of
shareholders views. In particular, these have been reflected in
determining the strategic priorities of the business, application
and development of the capital allocation framework, decisions
around Board level appointments and the development of the
remuneration policy to attract and retain the high-calibre talent
needed to deliver our strategy for the long-term.
Our franchise partners play a critical role in the long-term
success of the business, by providing outstanding customer
service day-in, day-out. Franchisees are the custodians of the
Domino’s brand at store level and it is the Company’s role to
provide franchisees with the support they need to operate
efficient and profitable businesses and to maintain the highest
brand standards.
How we engage
The Chief Executive Officer, Chief Financial Officer and other
members of the Executive Leadership Team have regular contact
with franchisees as this relationship is fundamental to our
business model. There is regular contact with franchisees by the
Chief Executive Officer and the Executive Leadership Team, both
formal and informal, and through dedicated business partners.
The Company and franchisees operate a number of established
forums to collaborate on marketing activity, technical matters
and operations issues. The Company hosts a two-day Rally
every two years which is typically attended by franchisees, and
by approximately 1,000 of their senior colleagues. The most
recent Rally was held in summer 2025. Franchisees are invited to
participate in a Satisfaction Survey to obtain opinions and views
on a range of matters in a structured format.
Matters raised
As in previous years, franchisees remain focused on store-
level profitability and the support provided by the Company.
Franchisees and the Company have wide ranging discussions
which regularly include maintenance of brand standards,
marketing initiatives, product innovation, operational
performance and the opportunities for Franchisees to grow
their business and optimise store level profitability.
How we respond and outcomes
The Board receives updates on feedback from franchisees at
every Board meeting and feedback is taken into account in
relevant Board decisions. The Company has continued to work
with franchisees to identify areas of opportunity that look to
improve franchise profit, which includes bespoke business
reviews on an individual Franchisee level. In previous years,
the Company and Franchisees held an Economic Forum at
which the Company outlined its support activities to develop
the franchisee system. We have collaborated with Franchisees
on the trials to launch a Loyalty programme, and the launch of
new products, which includes the new CHICK ’N’ DIP product
range which was trialled in 2025 and rolled out across the entire
estate in early 2026.
Shareholders
Franchise Partners
Domino's Pizza Group plc
Annual Report & Accounts 2025
58

We welcome and encourage feedback from our customers.
As a consumer brand it is fundamental that we understand our
customers’ needs and perspectives to ensure we continue to
deliver high quality product and outstanding customer service.
How we engage
The Group undertakes regular surveys to establish consumer
views on brand perception, marketing campaigns, product
development, product quality, service levels and perception of
value for money. These views are reflected in decisions on the
Group’s strategy, the introduction of new product ranges and
operational matters. We obtain customer feedback through a
variety of channels to ensure we keep improving the customer
experience and stay abreast of their expectations. Our Feed
Us Back programme, in which customers who provide us with a
valid email address are invited to complete a survey, remains our
biggest customer satisfaction programme.
The questionnaire focuses on six key measures and metrics,
relating to overall satisfaction, value, timeliness, taste, accuracy
and appearance of food. We also engage through consumer
taste panels, bespoke surveys and research panels.
Issues raised
We regularly receive comments and feedback on product
quality, value for money, service standards, operational
performance, and the performance of our app and web-based
platforms. Customers are keen to hear of new store openings,
which increase reach to serve customers wherever they are in
the most convenient way possible.
How we responded and outcomes
The Company works in collaboration with our franchisee
partners, to deliver the best possible value to our customers,
and focusing on product taste, appearance, service accuracy
and delivery times. Customer feedback is reflected in our
approach to operational excellence and product innovation,
including the launch of our new CHICK ’N’ DIP range and
development of our loyalty programme. Our app and web-based
platforms undergo regular updating and customer feedback on
their performance enables us to optimise their functionality and
enhance the customer journey.
Customers
Our dedicated and experienced colleagues are a key asset of our
business and vital to its success. We recognise the importance
of creating and maintaining a positive working environment,
supportive culture and providing opportunities for individuals to
fulfil their potential, all of which are underpinned by our purpose
and values.
How we engage
Domino’s has a designated Non-executive Director for the
purposes of workforce engagement. Ian Bull was the designated
Non-executive Director until September 2025 and was succeeded
in that role by Mitesh Patel. The Board receives regular updates
on matters relating to its workforce including feedback from
engagement surveys, regular updates on health and safety
matters, and other reports on a variety of workforce engagement
mechanisms. Our colleague engagement mechanisms comprise
various communication channels including annual engagement
surveys, quarterly All Colleague Meetings, Colleague Forums, and
regular intranet communication.
Further details on the forums can be found in the workforce
engagement section on page 77.
Issues raised
Topics of particular interest to our colleagues related to reward
and recognition mechanisms, and learning and development
opportunities, working patterns, the impact of investments in
automation technology and the general prospects of the business.
How we respond and outcomes
The views of our colleagues have been taken into account when
the Board (or its Committees) considered: development of the
Group’s strategy and the relationship with the Group’s franchisees;
updates on Company culture and the Group’s purpose and values;
decisions relating to talent development and succession planning;
and remuneration and reward including the structure of incentive
arrangements. During 2025, we rolled out our Domi DNA
Framework, which as helped us to embed our culture by defining
key values and behaviours and role competencies. This framework
provides a supportive structure for onboarding new colleagues,
assists with colleagues, personal developments, and a structure
for performance feedback. We are continuing to refine our
performance review systems and aim to launch a new approach in
2026 together with enhanced line manager training programmes.
Employees
59
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FINANCIAL
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We care about the communities and environments in which
we operate. We are working hard to embed sustainability into
all aspects of the business to ensure long-term success and
continuity, and to create value for all our stakeholders. We aim
to foster the best possible reputation in the communities where
we operate and from which we recruit to enable us to attract
the best talent. Community relationships are generally managed
locally by our Franchisee partners with national programmes
supported by the Executive team. Our sustainability governance
framework underpins the work being undertaken to embedding
our sustainability objectives. The Board’s Sustainability
Committee has oversight of all aspects of sustainability, including
climate change and environmental matters.
How we engage
We engage in local and national charity fundraising and
community initiatives, including donations to food banks. We
engage with local authorities on operational matters and with
Government departments on industry related policy issues. We
support our franchisees with community initiatives within their
operational territories and use digital platforms and social media
to share information with our communities.
Issues raised
Local communities expect the Company to operate safely and
sustainably. We are approached about a range of operational
matters regarding our supply chain centres and at store level.
We receive queries on our approach to maintaining animal
welfare standards and tackling food poverty.
How we responded and outcomes
Our management of environmental, social and governance and
sustainability initiatives includes addressing the issues of climate
change, maintaining high animal welfare standards and partnering
with Fareshare to help tackle food poverty. We work closely with
our franchisee partners to provide employment opportunities
in communities across the UK & Ireland. The Board encourages
the fundraising efforts of the Group and franchisee community
for Teenage Cancer Trust, Barretstown and the many other local
initiatives supported by the Group. During 2025 we raised over
£1m for our charity partners, In February 2026, we reached the
milestone of raising over £9m during our 10-year partnership
with Teenage Cancer Trust and have now extended our
partnership for a further term of five years. Through Domino’s
Partners Foundation (a registered charity), we support colleagues
across our operations in the UK & Ireland who find themselves in
particular hardship.
An efficient supply chain is integral to the Group’s business
model, and the relationship with our suppliers is a key element in
achieving our operational goals. It is important for us to deal with
suppliers who are committed to Domino’s values. The Executive
Directors have been involved in a number of supplier meetings
during the reporting period. The Board engages indirectly with
suppliers through our Executive Directors and procurement
team, who are responsible for supply chain management.
How we engage
Engagement with our suppliers remains through a combination
of organised events (e.g. annual supplier conference), periodic
performance/commercial reviews conducted by our procurement
teams and supplier assurance function. Given the importance
of the Company’s relationship with its supply chain, the Chief
Executive Officer has held a series of meetings with the Group’s
top suppliers. Feedback from suppliers is received through these
various points of engagement, and more formally through a
supplier engagement survey.
Issues raised
The relationship with our suppliers is commercially focused and
yet very collaborative. We work closely with our suppliers to
maintain 100% availability of the products supplied to stores
and to contain price inflation to the greatest extent possible.
The resilience of our supplier network is important, and we
have been engaging with suppliers to understand their business
continuity plans, particular their preparedness for cyber related
incidents. Suppliers request greater insights into strategic
developments and product innovation.
How we responded and outcomes
We will maintain a programme of frequent meetings between
our Procurement Director and our major suppliers together with
a rigorous supplier business review process. This enables strong
partnerships to be developed, creating operational flexibility
and moving beyond purely transactional relationships. We are
continuing to enhance operational resilience and are sharing best
practice with our suppliers on business continuity planning and
cyber security.
Communities Suppliers
Engaging with our Stakeholders and Workforce continued
NICOLA FRAMPTON
CHIEF EXECUTIVE OFFICER (INTERIM)
9 March 2026
Domino's Pizza Group plc
Annual Report & Accounts 2025
60

61
GOVERNANCE
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STATEMENTS
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Board of Directors
Ian joined the Board in April 2019,
was appointed as Chair on 24 April
2025.
Nationality: British
Experience: Ian is a Fellow of the
Chartered Institute of Management
Accountants and has over 30 years’
financial experience with a variety of
businesses across a range of sectors.
He was previously Group Finance
Director of Greene King plc, Chief
Financial Officer at Ladbrokes plc,
and was most recently Chief Financial
Officer of Parkdean Resorts Group.
His finance career included the Walt
Disney Company, Whitbread plc
and BT Group. Ian was formerly a
Non-executive Director of Paypoint
Ltd, Chair of Lookers plc and Senior
Independent Director and Audit
Committee Chair of St. Modwen
Properties plc.
Other appointments: Ian is
currently Senior Independent
Non-executive Director and Audit
Committee Chair of Dunelm Group
plc and Audit Committee Chair of
Croda International plc.
Nicola joined the Board
on 24November 2025 as
ChiefExecutive Officer (Interim).
Nationality: British
Experience: Nicola joined the
Company in April 2021 and up to
her appointment as interim CEO
served as the Chief Operations
Officer. Prior to joining Domino’s,
Nicola worked at William Hill
plc where she held the role of
Managing Director of UK Retail and
led over 2,000 stores and 8,000
colleagues, successfully leading and
implementing a number of major
innovation and transformation
projects.
Prior to William Hill, Nicola
spent much of her career in the
professional services industry, most
recently as a Director at Deloitte
working extensively with a range
of retail and consumer businesses.
Nicola brings an in-depth knowledge
of the UK market, a strong
commercial mindset and has a
genuine passion for creating an
outstanding customer experience.
Other appointments: Nicola
is currently an Independent
Non-executive Director of Frasers
Group plc.
IAN
BULL
NICOLA
FRAMPTON
CHAIR CHIEF EXECUTIVE OFFICER
(INTERIM)
N R S
The Board of
Directors are
responsible for
determining the
overall strategy
of the Group.
Membership key
Committee Chair
Audit & Risk
Committee
Nomination &
GovernanceCommittee
Remuneration
Committee
Sustainability
Committee
C
A
N
R
S
The structure of the Board and the integrity
of the individual Directors ensures that no
single individual or group dominates the
decision-making process.
Read more about
our governance
structure online
Domino's Pizza Group plc
Annual Report & Accounts 2025
62

Tracy joined the Board in
May 2022.
Nationality: British
Experience: Tracy was Chief
Strategy Officer of Dow
Jones from 2014 until 2020
and previously held senior
positions at the Wall Street
Journal, including Editor in
Chief, Europe. She has headed
news websites, WSJ.com
and FT.com and she was the
Editor of the Financial Times’
Lex Column, among other
roles in journalism.
Other appointments: Tracy
is currently Non-executive
Director of Barclays Bank UK
and the Scott Trust, the owner
of The Guardian, where she
also chairs the Scott Trust
Endowment board. She was
previously Non-executive
Director, Customer and
Sustainability Committee
Chair and Board Consumer
Duty Champion of Direct Line
Group.
Anne was appointed to the
Board on 5 January 2026.
Nationality: British
Experience: Anne has held
senior roles at fast-moving
consumer goods and retail
companies including PepsiCo
and Procter & Gamble and,
most recently, as SVP, Global
Chief Commercial Officer –
Brands and International at
Walgreens Boots Alliance
until January 2023 and was
Director of British Beauty
Council until February 2025.
Other appointments: Anne
is currently an Independent
Non-executive Director of
Associated British Foods.
Natalia joined the Board
in September 2020 and
became Senior Independent
Director on 17 September
2025.
Nationality: French
Experience: Prior to joining
Domino’s, Natalia spent 14
years at Yum! Brands, Inc.
where she held various senior
positions, including Chief
Financial Officer at Taco Bell,
Chief Commercial Officer of
Yum! Brands, and General
Manager of Pizza Hut Europe,
gaining extensive experience
of various franchise operating
models across multiple
international markets and
all Yum brands including
KFC. Natalia was born in
Ukraine and has worked in
a wide range of countries.
Natalia was previously a
Non-executive Director of
Mediclinic International plc
and an Adviser for Kharis
Capital.
Other appointments: Natalia
is currently a Non-executive
Director of Popeyes France.
NATALIA
BARSEGIYAN
TRACY
CORRIGAN
ANNE
MURPHY
SENIOR INDEPENDENT
DIRECTOR
NON-EXECUTIVE
DIRECTOR
NON-EXECUTIVE
DIRECTOR
A AR R R R RN Ns s
Mitesh was appointed
to the Board on 1 June
2024 and became the
designated Director for
workforce engagement
on1September2025.
Nationality: British
Experience: Mitesh is an
entrepreneur with significant
executive-level experience in
large retail groups. Mitesh is
the co-founder of Lenstore
and, over 16 years, developed
the business from a broom
cupboard above his parents’
shop into one of Europe’s
largest online optical retailers.
He was a member of the
Vision Express Executive
Team and at the age of 35
became the youngest member
of the GrandVision Global
Management Team – at
the time the world’s largest
optical group. Mitesh was
previously a Non-executive
Director of Pizza Hut UK
Limited, a member of the
Companies Committee at the
General Optical Council, and
a Trustee of DePaul UK, the
youth homelessness charity,
where he was also Chair of
the DePaul Trading Company.
Other appointments: Mitesh
currently sits on the Board of
Trustees of Oxfam GB.
MITESH
PATEL
NON-EXECUTIVE
DIRECTOR
S S S
Robyn Joined the Board
inJuly 2025 and was
appointed as Chair of the
Audit & Risk Committee on
17 September 2025.
Nationality: British
Experience: Robyn qualified
as a Chartered Accountant
in South Africa with KPMG.
She has extensive financial
and governance expertise,
coupled with and wide-
ranging experience in the
technology and media
industries and with consumer
businesses. She served as
the Finance Director at
Rightmove plc, a FTSE 100
company, until June 2020.
She has first-hand experience
of high growth through digital
disruption, while driving
improvements in governance
and strategic oversight within
organisations. Her financial
expertise, capital markets
experience and focus on ESG
matters provide valuable
support to the Board and
Leadership Team. Before
joining Rightmove, Robyn was
Group Financial Controller at
Auto Trader, another media
sector disruptor.
Other appointments:
Robyn is a Independent
Non-executive Director of
Dr. Martens plc, Softcat plc,
and Huel Limited, where she
chairs their respective audit
committees.
ROBYN
PERRISS
NON-EXECUTIVE
DIRECTOR
a A AN N N
63
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

IAN BULL
Chair, Domino’s
Pizza Group plc
Chair’s introduction to Corporate Governance
Relentless focus
on strengthening
and growing our core.”
The work of the Board is supported by its
four standing Committees. You will find
details of the activities of the Nomination &
Governance Committee on pages 79 to 82.
The report on the Sustainability Committee,
chaired by Tracy Corrigan, is shown on
pages 83 to 84. The report of the Audit &
Risk Committee, chaired by Robyn Perriss,
can be found on pages 85 to 93. Lastly, the
report from the Chair of the Remuneration
Committee, Natalia Barsegiyan, and the
Directors’ remuneration report is set out on
pages 94 to 121. The Board’s Committees
play an important role in the governance of
the business and I’m grateful to the support
of the Chairs of the Committee’s for their
outstanding support to the Board and the
wider business.
Details of engagement with our principal
stakeholders are set out on pages 58 to 60,
and the Board’s report on how stakeholders’
views are taken into account when decisions
are made is set out on page 57.
We have a clearly defined purpose and values
which underpin and promote our culture to
deliver our strategic objectives and the long-
term success of the business for the benefit
of all our stakeholders. We recognise that the
Board has a crucial role in establishing and
maintaining the right culture and continue to
work with the Executive Leadership Team to
promote the Group’s values and to monitor
attitudes and behaviours to ensure that
they are consistent with our culture.
As I noted in my Chair’s statement on page
10, 2025 had been a challenging year but
we emerged from it with clarity of purpose,
clear strategic and operational priorities
and a relentless focus on strengthening and
growing our core business in the UK and
Ireland. Navigating organisational challenges
requires robust governance and a flexible
and committed Board. I believe that the
Board, and it’s Committees have risen to
that challenge and I’d like to thank my Board
colleagues for their support and dedication
to the task.
Our governance structure provides a
framework to support the development and
operation of business, utilising the breadth of
skills and experience around the boardroom
table. Our governance arrangements provide
rigour and discipline, but are also sufficiently
nimble to enable the business to work at pace,
to pursue opportunities and adapt to the
changes in the business environment and the
challenges posed by the continued uncertain
macro-economic environment.
Our corporate governance arrangements are
critical in ensuring that the Board is able to:
• direct and control the Group;
• provide strategic leadership and
effective oversight;
• promote a culture that supports the
long-term success of the Company and its
stakeholders; and
• maintain a framework within which the
Executive Leadership Team can conduct
its day-to-day operational management
of the business.
Domino's Pizza Group plc
Annual Report & Accounts 2025
64

Relentless focus
on strengthening
and growing our core.”
We have a clearly defined
purpose and values which
underpin our culture…”
This is achieved in a variety of ways,
which include reviewing the results
of colleague engagement surveys and
responding to feedback; dialogue and
interaction with senior management and
the workforce generally; reviewing reports
raised through the Group’s confidential
Speak Up arrangements; receiving regular
reports on training programme completion
rates; interaction between management
and the Internal Audit function; reports
and presentations on health and safety
management. Examples of how our purpose
and values have been rolled out into the
business are shown on page 6.
The remainder of this report sets out how
the Board has applied the principles of good
governance set out in the Financial Reporting
Council’s (‘FRC’) 2024 version of the
Corporate Governance Code (the ‘Code’).
IAN BULL
CHAIR
9 March 2026
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Chair’s introduction to Corporate Governance continued
A. Effective and entrepreneurial Board to promote the long-
term sustainable success of the Company, generating value
for shareholders and contributing to wider society.
B. Purpose, values and strategy with alignment to culture and
act with integrity.
C. Resources for the Company to meet its objectives and
measure performance. Controls framework for management
and assessments of risk.
D. Effective engagement with shareholders and stakeholders.
E. Consistency of workforce policies and practices to support
long-term sustainable success.
2 - 61 Strategic report
57 - 60 Board engagement with key stakeholders
58 Shareholder engagement
85 - 93 Audit & Risk Committee report
Board leadership
and Company purpose
F. Leadership of Board by Chair.
G. Board composition and responsibilities.
H. Role of Non-executive Directors.
I. Company secretary, policies, progress, processes,
information, time and resources.
74 Board composition
70 - 71 Key roles and responsibilities
75 Information and training
Division of
responsibilities
Domino's Pizza Group plc
Annual Report & Accounts 2025
66

P. Remuneration policies and practices
to support strategy and promote
long-term sustainable success, with
executive remuneration aligned to
Company purpose and values.
Q. Procedure for Executive,
Director and senior
management remuneration.
R. Authorisation of
remuneration outcomes.e
94 - 121 Remuneration Committee
report
Remuneration
J. Board appointments and
succession plans for Board
and senior management, and
promotion of diversity, inclusion
and equal opportunity.
K. Skills, experience and knowledge of
Board and length of service of Board
as a whole.
L. Annual evaluation of Board and
Directors and demonstration of
whether each Director continues to
contribute effectively.
74 Board composition
75 - 76 Board, Committee and
Director performance
evaluation
79 - 82 Nomination & Governance
Committee report
Composition,
succession
and evaluation
M. Independence and effectiveness of
internal and external audit functions,
and integrity of financial and
narrative statements.
N. Fair, balanced and understandable
assessment of the Company’s
position and prospects.
O. Risk management and internal
control framework and principal risks
the Company is willing to take to
achieve its long-term objectives.
85 - 93 Audit & Risk Committee
report
2 - 61 Strategic report
38 Viability statement
90 Fair, balanced and
understandable Annual Report
90 Going concern basis of
accounting
Audit, risk and
internal control
67
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Corporate Governance
Compliance with the UK Corporate Governance Code
Domino’s Pizza Group plc (the ‘Company’)
is incorporated and has an ESCC listing
in the UK. As a result, it is required to
report on its compliance with the UK
Corporate Governance Code (the ‘Code’)
or explain why it has chosen not to
comply. For the year ended 28 December
2025, it was subject to the edition of the
Code published by the FRC in July 2024,
which is available from www.frc.org.uk.
The Company complied with the Code
throughout the year.
The Code’s main principles and
provisions set out the key elements of
effective Board practice. We explain in
this report how we have applied these
during the year. Where appropriate,
some explanations are contained in the
Nomination & Governance Committee
report, the Audit & Risk Committee report,
the Directors’ remuneration report and
the Directors’ report.
Within our delegation framework,
the Board retains certain key
decision-making responsibilities:
• Setting the Group’s purpose and
its values
• Setting and approving overall
Group strategy
• Setting and approving the Group’s capital
structure and funding arrangements
• Setting a risk appetite, within which
management is required to operate
• Reviewing and approving business plans
and budgets
• Reviewing and approving major
business decisions
• Reviewing major risks and the
implementation of mitigation strategies
• Reviewing the functioning of the internal
control environment
• Monitoring operational and
trading results against previously
approved plans
• Reviewing and approving significant
contractual and other commitments,
including capital expenditure
• Reviewing corporate
governance arrangements
• Reviewing succession plans for the
Board and Executive Directors
• Exercising its control by an annual
review of ‘matters reserved’ for the
Board’s decision
As noted above, the Board is responsible
for determining the nature and extent of
the principal risks it is willing to take in
achieving its strategic objectives. It also
retains oversight of the risk management
and internal control systems with the
aim that these are sound and protect
stakeholders’ interests.
Board leadership and
Companypurpose
The Company is led by the Board, whose
members are collectively responsible for
the long-term success of the Company.
Day-to-day management of the business is
delegated to management, led by the Chief
Executive Officer. The role of the Board can
be summarised as follows:
Decide on the longer-term aims
• Agree the Company’s business model
• Agree an appetite for risk
• Set values and standards for the Company
• Provide entrepreneurial leadership
• Appoint the Executive Directors
Decide on the short-term goals
• Review and approve the strategy, providing
constructive challenge as necessary
• Ensure the necessary financial and human
resources are in place
• Agree business plans and budgets
• Review the risk management process and
internal control environment
Monitor and manage performance
• Monitor management’s performance in
delivering the strategy, and challenge or
support as necessary
• Approve major expenditure and
other commitments
• Monitor the risk environment in which
the Company operates and review
internal controls
• Determine the remuneration of Executive
Directors and senior management
• Oversee the governance of the Company
and Group to ensure shareholders’
interests are protected
Report to, and engage with,
stakeholders
• Monitor the integrity of financial information
and the reporting of performance generally
• Report to shareholders on
business performance
• Ensure other external obligations are met,
including reporting to other stakeholders
• Understand stakeholders’ views and act
as necessary
Meetings of Non-executive Directors
The Non-executive Directors, led by the
Chair, meet without the Executive Directors
being present. In addition, the independent
Non-executive Directors, led by the Senior
Independent Director (‘SID’), meet during
the year as needed, including to review the
performance of the Chair.
The Board is supported in its work by
four Committees:
Terms of reference for these Committees,
which are regularly reviewed by the Board,
are available on the Company’s investor
relations website (https://investors.dominos.
co.uk) as is the formal schedule of matters
reserved for the Board’s decision.
Domino's Pizza Group plc
Annual Report & Accounts 2025
68

The Board
Audit & Risk
Committee
The Audit & Risk
Committee assists the
Board in discharging its
responsibilities for the
integrity of the financial
statements, reviewing
the internal control
environment and risk
management systems,
overseeing the activities
of the Group’s Internal
Audit function, managing
the relationship with
the external Auditors
and monitoring the
effectiveness and
objectivity of the
external Auditors.
The Nomination &
Governance Committee
oversees the recruitment
of the Directors and
advises on matters relating
to the Board’s membership
and Committee
appointments, including
diversity, inclusion and
reviewing succession
plans. The Nomination &
Governance Committee
also regularly reviews
and monitors the overall
skills and experience
of the Board, diversity
and inclusion within the
wider Group, and senior
management succession
and development plans.
The Remuneration
Committee determines the
terms and conditions of
employment, remuneration
and rewards of the
Executive Directors, the
Chair and the Executive
Leadership teams. In
addition, the Remuneration
Committee reviews
workforce remuneration
and related policies.
The Remuneration
Committee aims to offer
an appropriate balance of
fixed and performance-
related, immediate and
deferred remuneration,
but without overpaying or
creating the risk of rewards
for failure.
The Sustainability
Committee has oversight
of the Group’s progress
on sustainability-related
matters; agreeing targets
and associated KPIs;
and ensuring effective
communications with
stakeholder groups.
It oversees external
reporting against relevant
reporting standards and
makes recommendations to
the Board on sustainability
matters relevant to the
Group.
Nomination &
GovernanceCommittee
Remuneration
Committee
Sustainability
Committee
Relations with shareholders and
otherstakeholders
We maintain an active dialogue with our
shareholders and potential investors,
which we intend to be based on a mutual
understanding of objectives. The Group’s
Investor Relations function, together with the
Executive Directors, routinely engage with
analysts, institutional and retail shareholders
and potential investors, through results
presentations, roadshows and one-off
meetings and calls. The Chair and SID are
available for meetings with shareholders
on request.
In years in which there is a significant change
to the Executive remuneration policy or
there is a binding vote on remuneration
at the AGM, the Chair, the Chair of the
Remuneration Committee and the Company
Secretary meet with major shareholders
to discuss remuneration and any other
governance issues.
Our aim is to ensure we build and
maintain strong relationships, and that we
communicate our strategy, and performance
against it, in a clear and consistent way.
In turn, we seek to understand the views
of our investors through regular dialogue,
and feedback is provided to the Board as a
whole to give additional context for strategic
decision-making and capital allocation.
The regular finance report to the Board
includes a detailed update on all investor
relations matters, including movements in
the share register, recent meetings with
investors, summaries of analysts’ reports
and key discussion topics. In addition, our
brokers provide an independent view on
matters of strategic importance such as
potential acquisitions, disposals and capital
allocation philosophy.
A summary of the Board’s stakeholder
engagement, and compliance with its duties
under Section 172 of the Companies Act
2006, can be found on page 57.
69
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Corporate Governance continued
2025 Investor Relations
Key investor relations activities in 2025:
• Maintained regular reporting to keep
investors informed and updated;
• Continued to engage actively with
institutional investors through:
– results presentations and trading
statement conference calls;
– roadshows in the UK and USA;
– meetings and calls, both physical and
virtual;
– investor conferences in the UK and USA;
and
– multiple site visits; and
– engagement with equity research
analysts, including sales team
presentations and site visits.
Key topics discussed with shareholders in 2025:
• Economic backdrop and impact on
Domino’s;
• Leadership changes:
– Reasons and timing for change; and
– Details of what we are looking for in
replacements;
• Movement on 2nd brand acquisition and
likely timing;
• Franchise partner relations;
• Additional growth opportunities;
• Food and labour cost inflation;
• Strategic progress on digital, in particular
the new loyalty trial; and
• Capital allocation and shareholder returns.
The Annual General Meeting (‘AGM’)
The AGM is treated as an opportunity to
communicate with all of our shareholders, and
their participation is encouraged. The Chairs
of all Board Committees attend the AGM and
are available to answer questions.
An explanatory circular containing the notice
of meeting is sent to shareholders at least 20
working days beforehand, with separate votes
being offered on each substantive issue. All
proxy votes received are counted, with the
votes for, against and withheld announced
at the meeting and subsequently published
on the Company’s investor relations website.
This website, https://investors.dominos.co.uk,
also contains a host of up-to-date information
on the Group.
The 2026 AGM is scheduled to be held on
23 April 2026. Full details of the meeting
venue will be included in the 2026 AGM
circular and will be available on our website
https://investors.dominos.co.uk.
Division of responsibilities
Board roles and responsibilities
There is a clear separation between the roles
of the Chair and the Chief Executive Officer,
which is recorded in a document approved by
the Board and summarised below. In essence,
the Chair manages the Board and the Chief
Executive Officer manages the business.
Importantly, no one individual has unfettered
powers of decision. All Directors have access
to the advice of the Company Secretary on
governance matters.
The Chair and Chief Executive Officer have
regular meetings to discuss matters relating
to strategic development, stakeholder
views, operational matters and business
performance. The Chair also has separate
discussions with the Non-executive Directors.
Diversity
The Board’s policy on diversity is explained
in the Nomination & Governance Committee
report on pages 79 to 82.
Board membership
The Board currently comprises the Chair,
Chief Executive Officer and five independent
Non-executive Directors. The names and
biographical details of the serving Directors,
and the offices held by them, can be found on
pages 62 and 63.
The composition of the Board is of a sufficient
size and calibre to match the growth
aspirations and requirements of the business,
ensuring good governance is achieved and
normal succession challenges are managed,
but is not so large as to be unwieldy.
The current Non-executive Directors’ tenure
reflects the refreshing of the Board in
recent years.
Chair
The role of the Chair is:
• providing leadership to and ensuring
the effectiveness of the Board in
directing the Company;
• demonstrating objective judgement
at all times;
• ensuring that the Board agendas
emphasise strategic, rather than
routine, issues;
• ensuring that the Directors receive
accurate and clear information well
ahead of the time when a decision is
required;
• promoting a culture of openness and
constructive debate, and facilitating
an effective contribution by the Non-
executive Directors;
• arranging informal meetings of the
Directors, including meetings of the
Non-executive Directors without the
Executive Directors being present;
• ensuring effective communication by
the Group with its shareholders;
• ensuring the Board has a clear
understanding of the views of
shareholders on governance and
performance against the Group’s
strategy;
• arranging for the Chairs of the
Committees to be available to answer
questions at the AGM and for all
Directors to attend;
• taking the lead in providing a
properly constructed, full, formal
and tailored induction programme
and ongoing development for new
Directors; and
• acting on the results of Board
evaluations by recognising the
strengths and addressing any
weaknesses of the Board.
Domino's Pizza Group plc
Annual Report & Accounts 2025
70

Chief Executive
Officer
Senior Independent
Director (‘SID’)
Non-Executive
Director
The role of the Chief Executive
Officer is:
• leading and managing the
development of the Group’s strategic
direction and objectives;
• identifying and executing
acquisitions and disposals, and
leading geographic diversification
initiatives;
• reviewing the Group’s organisational
structure and recommending
changes as appropriate;
• identifying and executing new
business opportunities;
• overseeing risk management and
internal control;
• managing the Group’s risk profile,
including the health and safety
performance of the Group;
• implementing the decisions of the
Board and its Committees;
• building and maintaining an effective
Group leadership team;
• reporting to the Board on operating
performance;
• encouraging the implementation of
culture throughout the business;
• maintaining communication with
key external stakeholders and
maintaining relationships with the
government and trade bodies; and
• ensuring the Chair and the Board
are alerted to forthcoming complex,
contentious or sensitive issues
affecting the Group.
The SID focuses on:
• meeting regularly with the
independent Non-executive
Directors without the Chair present;
• holding annual meetings with
Non-executive Directors without the
Chair present to appraise the Chair’s
performance and other appropriate
matters;
• providing a sounding board for the
Chair and acting as an intermediary
for other Directors;
• chairing the Nomination &
Governance Committee when it is
considering succession to the role of
the Chair of the Board;
• being available to shareholders if
they have concerns which contact
through the normal channels of Chair
or Chief Executive Officer has failed
to address or would be inappropriate;
and
• meeting with major shareholders
regularly enough to gain a balanced
view of their issues and concerns.
The role of a Non-executive
Director is:
• providing creative contribution to
the Board by way of constructive
criticism;
• bringing independence, impartiality,
experience, specialist knowledge and
a different perspective to the Board;
• providing guidance on matters of
concern and strategy;
• overseeing risk management and
internal control;
• protecting shareholder and
stakeholder interests;
• constructively challenging the
Executive Directors and monitoring
Executive performance;
• supporting the Executive team in
shaping and delivering the strategic
goals of the business;
• optimising shareholder return and
protection of shareholder assets; and
• ensuring the Board is able to work
together effectively and make
maximum use of its time.
Each Non-executive Director has
committed to the Company that
they are able to allocate sufficient
time to the Company to discharge
their responsibilities effectively. Any
additional appointments they are
contemplating taking on are discussed
with the Chair in advance, including the
likely time commitment and whether
these could in any way constitute a
conflict of interest. These matters are
formally reviewed by the Board on an
annual basis.
71
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Corporate Governance continued
Independence
The Board reviews the independence of its
Non-executive Directors annually. In assessing
the independence of each Director, the Board
considers whether each is independent in
character and judgement, and whether there
are relationships or circumstances which are
likely to affect, or could appear to affect, the
Director’s judgement.
The Board has considered the independence
of the current Non-executive Directors, other
than the Chair.
Board Committees
Membership of the four Board Committees
during the year ended 28 December 2025
is summarised below.
Attendance at Board and
Committeemeetings
The Board is scheduled to meet eight times in
each year. Additional meetings are arranged
as necessary which do not necessarily
require the full participation of all Directors.
Committees meet as necessary to discharge
their duties. Attendance of individual
Directors at meetings of the Board and its
Committees (including additional meetings)
during the year ended 28 December 2025 is
summarised on page 73.
Committee membership
Audit & Risk
Committee
Nomination & Governance
Committee
Remuneration
Committee
Sustainability
Committee
Matt Shattock
1
Ian Bull
2
Natalia Barsegiyan
Tracy Corrigan
3
Lynn Fordham
4
Elias Diaz Sese
5
Mitesh Patel
6
Robyn Perriss
7
Chair Member
1. Matt Shattock stepped down from the Board and as Chair at the end of the AGM on 24 April 2025.
2. Ian Bull joined the Sustainability Committee on 11 March 2025 and became Chair of the Nomination & Governance Committee and ceased being a member of the
Audit & Risk Committee on 24 April 2025.
3. Tracy Corrigan joined the Remuneration Committee on 11 March 2025.
4. Lynn Fordham joined the Sustainability Committee on 11 March 2025 and from 24 April 2025, she was appointed as the Senior Independent Director. Lynn stepped
down from the Board on 17 September 2025.
5. Eliaz Diaz Sese stepped down from the Board on 1 July 2025.
6. Mitesh Patel joined the Audit & Risk Committee, Remuneration Committee and Sustainability Committee on 11 March 2025 and became designated Director for
workforce engagement on 1 September 2025.
7. Robyn Perriss became a member of the Audit & Risk Committee, Remuneration Committee, Sustainability Committee, and Nomination & Governance Committee
on 1 July 2025 and the Chair of the Audit & Risk Committee on 17 September 2025.
Domino's Pizza Group plc
Annual Report & Accounts 2025
72

Attendance at Board and Committee meetings
Board
1
Audit & Risk
Committee
Nomination & Governance
Committee
Remuneration
Committee
Sustainability
Committee
Ian Bull 15 of 15 1 of 1 3 of 3 4 of 4 3 of 3
Matt Shattock
2
4 of 4 1 of 1 2 of 2
Andrew Rennie
3
13 of 13
Edward Jamieson
4
9 of 10
Natalia Barsegiyan 15 of 15 4 of 4 3 of 3 4 of 4 4 of 4
Tracy Corrigan 15 of 15 4 of 4 3 of 3 2 of 2 4 of 4
Mitesh Patel 14 of 15 3 of 3 3 of 3 2 of 2 3 of 3
Robyn Perriss
5
8 of 8 2 of 2 2 of 2 2 of 2 2 of 2
Elias Diaz Sese
6
7 of 7 1 of 1 2 of 2
Lynn Fordham
7
10 of 10 3 of 3 2 of 2 3 of 3 0 of 1
Nicola Frampton
8
1 of 1
1. All Directors attended the scheduled Board meetings. The Board had a total of five additional unscheduled meetings during the year, some of which were short calls
to update the Board on a range of issues, and for the Board to provide support on key projects.
2. Matt Shattock resigned on 24 April 2025.
3. Andrew Rennie resigned on 24 November 2025.
4. Edward Jamieson resigned on 18 September 2025.
5. Robyn Perriss joined on 1 July 2025.
6. Elias Diaz Sese resigned on 1 July 2025.
7. Lynn Fordham resigned on 17 September 2025 and became Special Advisor to the Board.
8. Nicola Frampton joined on 24 November 2025.
73
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Corporate Governance continued
Board balance
The Board composition creates a majority of independent Non-executive Directors
(excluding the Chair), with the current position being:
1
CHAIR
1
EXECUTIVE
DIRECTOR
5
INDEPENDENT NON-
EXECUTIVE DIRECTORS
Ethnic Diversity
6
NON-ETHNIC MINORITY
1
ETHNIC MINORITY
Board composition
The members of the Board are drawn from a range of backgrounds and gained their
experience in a range of relevant industry sectors:
2
MALE
5
FEMALE
Gender Balance
Male 2 of 7
Female 5 of 7
Retail
Management
General
Management
Finance/
Accounting Consumer Retail Food Retail
Professional Skills Primary Experience
Composition, succession
andevaluation
Board composition
In terms of composition, the Board is
cognisant of its diversity policy and aims
to make appointments in line with that
policy. Our preferred Board structure is to
be led by a Non-executive Chair, to have
high-calibre Executive Directors to drive
the performance of the business under the
leadership of a Chief Executive Officer, and
to have a number of Non-executive Directors
drawn from a range of backgrounds, whose
role is to provide constructive challenge,
provide guidance in developing strategy, offer
advice relating to their areas of specialism
and, ultimately, to hold management to
account. Our aim is that the Independent
Non-executive Directors always constitute at
least half of the Board. This structure and the
integrity of the individual Directors should
ensure that no single individual or group
dominates the decision-making process.
There is a common purpose of promoting the
overall success of the Group with a unified
vision of the definition of success, the core
strategic principles, and the understanding,
alignment and mitigation of risk.
Non-executive Directors are appointed
for three-year terms (subject to annual
re-election by shareholders) and the offer
of any further term of appointment after
year six would be weighed carefully by the
Nomination & Governance Committee, which
keeps the need for progressive refreshing
of the Board (particularly to maintain an
appropriate balance of skills and experience)
and orderly succession to key appointments
under continual review.
Domino's Pizza Group plc
Annual Report & Accounts 2025
74

1
Recruit the people
We have a formal, rigorous and
transparent procedure for the
appointment of new Directors to the
Board, overseen by the Nomination
& Governance Committee. For each
appointment, we develop an objective
brief summarising the role and the skills
and experience required, and use an
appropriate head-hunting firm with proven
expertise in the relevant field. As noted
above, we take care to ensure that we
recruit on merit, from the widest possible
range of backgrounds, recognising the
benefits of diversity, and the search firms
we use are signatories to the Code of
Conduct for executive search firms. Before
confirming an appointment, we check
whether the preferred individual can
commit to the time expected including,
in the case of an appointment to the
Chairship, the need to be available in the
event of a crisis.
2
Make sure Directors have the
righttools
All Directors go through a tailored, formal
induction process on joining the Board,
including the opportunity to meet major
shareholders. The aim of this is to ensure
that they understand the Company
and its business model, our strategy,
the drivers of value in the business and
the key risks we face, and that they
understand the legal and regulatory
environment in which we operate and
their own personal obligations. Directors
are expected to update and refresh their
skills and knowledge on an ongoing basis,
and to continue to build their familiarity
with the Company and its business
throughout their tenure.
The Company will provide the necessary
resources for developing and updating
its Directors’ knowledge and capabilities,
including access to our operations, staff and
franchisees.
All Directors have access to the services of
the Company Secretary, and the opportunity
to seek independent professional advice
at the Company’s expense where they
judge it necessary to discharge their
responsibilities as Directors or as members
of Board Committees. If Directors have
concerns which cannot be resolved about
the running of the Company or a proposed
action, they can request that their concerns
are recorded in the Board minutes, or
provide a written statement to the Chair,
for circulation to the Board.
The Board is supplied with information
in a form and of a quality appropriate to
enable it to discharge its duties effectively.
This is provided in good time ahead of all
meetings and decisions, and Non-executive
Directors are encouraged to seek clarification
from management whenever they feel it is
appropriate.
3
Identify and manage any
conflictsof interest
Directors have a statutory duty to avoid
actual or potential conflicts of interest.
However, the Company’s Articles of
Association allow the Board to ‘authorise’
conflicts, where this is felt appropriate. Any
Director who becomes aware that they are
in a situation which does or could create a
conflict of interest, or has an interest in an
existing or proposed transaction in which
the Company also has an interest, is required
to notify the Board in writing as soon as
possible. The interests of new Directors are
reviewed during the recruitment process
and authorised (if appropriate) by the Board
at the time of their appointment.
Executive Directors are permitted, and
where appropriate even encouraged, to
hold Non-executive Directorships outside
the Group. However, the Board would not
agree to a full-time Executive Director
taking on more than one Non-executive
Directorship in, nor the role of the chair
of, a FTSE 350 company.
4
Formally check on effectiveness
The Board undertakes a formal
and rigorous annual review of its
own performance each year. It also
reviews the performance of the Board
Committees, and the Nomination &
Governance Committee reviews the
performance of individual Directors.
Board and Committee evaluation considers
the balance of skills, experience (including
familiarity with the Company and its
business) and independence of the Group
taken as a whole, and also the diversity,
including gender and ethnicity, of the
Directors. The process also examines
how the Directors work together as a
unit, and explores other factors relevant
to effectiveness. The Chair acts on the
results of the performance evaluations as
necessary including, where appropriate,
proposing new members be appointed
to the Board or seeking the resignation
of Directors.
Individual evaluation aims to determine
whether each Director continues to
contribute effectively and to demonstrate
commitment to the role (including
commitment of time for Board and
Committee meetings and any other
duties). The performance evaluation
of the Chair was led by the Senior
Independent Director.
Board effectiveness
We believe that there are five key steps in creating an effective Board:
75
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Corporate Governance continued
Process
Our Board evaluation in 2025 was
undertaken in-house and facilitated by the
Company Secretary in conjunction with
the Chair. The evaluation was conducted
using an online questionnaire and a report
compiled for discussion by the Board.
The evaluation addressed core aspects of
the Board’s performance and focused on
the following areas:
• the effectiveness of the Board’s
arrangements for engaging with
stakeholder groups and monitoring
culture;
• strategic oversight;
• oversight of risk management and
internal control;
• Board dynamics and development;
• meeting management and the Board’s
agenda;
• Board support; and
• succession planning and talent
development.
The performance of the Chair and the
Committees of the Board were also
evaluated.
The anonymity of all responses was
guaranteed throughout the process to
promote open and honest feedback.
The Company Secretary subsequently
analysed the survey results and delivered
detailed reports on the performance of
the Board, its Committees and the Chair.
The Board has reviewed the reports and
agreed detailed priority actions which
include:
• recruitment of a permanent CEO and
effective transition;
• maintain focus on franchisee profitability,
operational performance and customer
needs;
• focus on growth of the core business,
results delivery and application of our
capital allocation policy;
• continued emphasis on cyber security
and business resilience; and
• continued focus on talent development
and embedding our culture.
5
Ask shareholders to
confirmappointments
Ultimately, the Directors’ main
responsibility is to promote the long-
term success of the Company, acting in
shareholders’ best interests. All of our
Directors submit themselves for re-election
at each AGM and we provide shareholders
with sufficient information in the meeting
papers for them to decide whether their
commitment and performance warrant a
further year in office.
Audit, risk and internal control
The Board has established formal and
transparent arrangements for considering
how they apply the principles of sound
corporate reporting, risk management and
internal control, and how the Company and
Board maintain an appropriate relationship
with the Company’s auditors. These
responsibilities are overseen by the Audit
& Risk Committee and are explained in its
report from pages 85 to 93.
The Board considers that the 2025 Annual
Report and Accounts, 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.
Details of how we do this are also explained
in the Audit & Risk Committee’s report.
Remuneration
There are formal and transparent procedures
for developing policy on Executive
remuneration and for fixing the remuneration
packages of individual Directors, which are
overseen by the Remuneration Committee
and are explained in its report from pages 94
to 121. This report explains how Executive
Directors’ remuneration is designed to promote
the long-term success of the Company, taking
into account views of shareholders, and shows
how the performance-related elements are
transparent, stretching and rigorously applied.
Ultimately, the Directors’ main responsibility is to promote
the long-term success of the Company, acting in shareholders’
best interests.”
Domino's Pizza Group plc
Annual Report & Accounts 2025
76

Topics Discussed in 2025
Across the past year, representatives brought a broad range of
themes to the UK&I Forum, including:
• Automation initiatives across SCCs
• Health & Safety improvements
• Broader business and operational updates
These discussions have helped shape action plans and inform
decision-making across the organisation.
Evolution of the Support Office Forum –
Introducing the Domi-Voice Network
In 2025, our Support Office forum evolved into a more
flexible and colleague-driven structure now known as the
Domi-Voice Network.
Why the Change?
Colleagues shared that a less formal, more collaborative
space would allow for:
• Faster discussion of day-to-day challenges
• More collaborative problem-solving
• A more natural flow of conversation and idea-sharing
• Stronger relationships across teams
The Domi-Voice Network now meets informally at regular
intervals, providing a space where colleagues can raise
concerns, discuss ideas, and resolve many issues directly with
the relevant teams.
Additionally, an employee engagement survey occurred during
August, to capture the views and opinions of our colleagues
across the whole business. Local action planning led to key
actions both locally and corporately. Engagement remains
consistently high across Domino’s.
Business Area Forums
Elected Colleague Representatives from our SCCs
Chair – relevant SCC General Manager
Workforce engagement
Colleague Voice & Continuous Listening
Since the introduction of Colleague Forums within our Supply
Chain Centres (‘SCCs') in 2018, and within our Support Office
and corporate stores from 2020 onwards, we have continued
to evolve our approach to colleague engagement. As a business
committed to continuous listening, our structures are reviewed
regularly to ensure they remain effective, relevant, and
reflective of how our colleagues want to engage.
In 2025, our colleague listening framework has further
matured. While maintaining the core principles of transparency,
collaboration, and representative dialogue, we have refined the
way our forums operate to strengthen local problem-solving
and ensure strategic issues are surfaced appropriately.
Triannual UK&I Forum
The UK&I Forum remains the cornerstone of our representative
engagement model and continues to meet three times
per year. It brings together elected representatives from
across our Supply Chain Centres and our Support Office
to discuss business-wide themes and strategic matters
impacting colleagues.
Chairs
Kirsty Pitcher – Chief People Officer
Mitesh Patel – Non-executive Director
Purpose
• Provide governance-level oversight of colleague sentiment.
• Discuss cross-business challenges and longer-term
people impacts.
• Escalate issues that could not be resolved at local or
network level.
• Offer visibility of strategic programmes and
business priorities.
Membership
• One–two colleague representatives from each Supply Chain
Centre
• One Support Office representative
• One Senior Leadership Team representative
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Corporate Governance continued
12
25
NOMINATED COLLEAGUE REPRESENTATIVES,
TAKING PLACE OVER FIVE SITES.
MONTHLY FORUMS
SUPPORT OFFICE
Chair – Chief Operating Officer
REPRESENTATIVES FROM ACROSS ALL
FUNCTIONS OF THE SUPPORT OFFICE
BIMONTHLY FORUMS.
Locally organised by teams, normally as part of weekly or
monthly functional meetings.
Attended by all relevant team members, and led by senior
member of local management team.
The Board’s chosen method of engaging with colleagues, as
set out in Provision 5 of the UK Corporate Governance Code,
continues to be through a designated Non-executive Director.
Mitesh Patel took the role of Chair of the UK & Ireland Colleague
Forum in September 2025. The mechanism for workforce
engagement in the business has been reviewed during the
year and the Board considers that it remains to be effective.
There were three meetings of the Colleague Forum during
the year. Part of each meeting was held without any senior
management in attendance for representatives to discuss issues
privately. The Board’s nominated Non-executive Director for
workforce engagement reported to the Board after each of the
Colleague Forum meetings, and provides an update on matters
discussed and issues raised.
During 2025, the forum was updated on executive remuneration
and progress within the business. Throughout 2025, the forum
has been engaged in discussions and fed back on several topics
including, sustainability, DE&I and health and safety. During 2025
the forums were the main mechanism for consultation regarding
Flexible Pay.
Functional meetings/huddles
theforum has been engaged in discussions
and fed back on several topics including,
sustainability, DE&I and health and safety.”
Domino's Pizza Group plc
Annual Report & Accounts 2025
78

Nomination & Governance Committee Report
Overview
This my first report of the Nomination &
Governance Committee after becoming Chair.
Our previous Chair Matt Shattock stepped
down in April 2025, and I’d like to extend my
thanks for his leadership and guidance during
the five years he led the Board.
The shape of the Board has changed during
the year as we focus on creating growth in
the core business and attracting the Board
skills that we needed to move the business
forward.
A summary of the leadership changes during
2025 is set-out in my Chair’s statement on
page 11.
These changes have broadened and deepened
the skills available around the boardroom
table, particularly in terms of branding,
consumers and UK Corporate Governance. I
am pleased to report that the Committee has
made good progress on meeting its diversity
targets and that the composition of the Board
is now fully compliant with the diversity
targets set out in the UK Listing Rules.
Board review 2025
Details of the Board review process for 2025
are set out on pages 74 and 75. I’m pleased
to report that the review had concluded that
the Board is functioning well and that the
governance of the business is strong. Part of
the review process considers the diversity
of the Board and senior management, and
the effectiveness of talent management
programmes and succession planning. A
summary of progress against our diversity
objectives is set out on page 81.
Purpose
The Nomination & Governance Committee
has five principal duties:
• to ensure that plans are in place for orderly
succession for appointments to senior
management and to the Board, taking
account of the findings of the Board
evaluation, so as to maintain an appropriate
balance of skills and experience within
the Company and to ensure progressive
refreshing of the Board;
Ian
Bull
Committee member Member since Meetings attended
Matt Shattock 2020 1/1
Ian Bull 2019 3/3
Natalia Barsegiyan 2020 3/3
Tracy Corrigan 2022 3/3
Lynn Fordham 2020 2/2
Elias Diaz Sese 2023 1/1
Mitesh Patel 2024 3/3
Robyn Perriss* 2025 2/2
* Robyn Perriss joined the Committee on her appointment to the Board on
1 July 2025.
CHAIR
Mitesh
Patel
Natalia
Barsegiyan
Tracy
Corrigan
Robyn
Perriss
Members
3
MEETINGS IN 2025
For full biographies of the Committee members
see pages 62 - 63
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Nomination & Governance Committee Report continued
Activities in 2025
During the year, the Committee met to
consider the following key matters:
• recommending that Ian Bull is appointed
Chair of the Board;
• reviewing the composition of the Board
Committee’s and making recommendations
on appointments to those Committees;
• recommending to the Board that Robyn
Perriss is appointed as an additional
independent Non-executive Director;
• recommending to the Board that Andrew
Andrea is appointed Chief Financial Officer
starting in March 2026;
• recommending to the Board that Anne
Murphy is appointed as an additional
independent Non-executive Director with
effect from 5 January 2026;
• recommending to the Board that Nicola
Frampton is appointed as Interim Chief
Executive Officer;
• agreeing Lynn Fordham’s appointment as
Special Adviser to the Board and the scope
of that role;
• agreeing the scope of a search for a new
permanent Chief Executive Officer;
• viewing the Company’s compliance with
the UK Corporate Governance Code and
developments in best practice;
• receiving reports from management on
plans to improve diversity and inclusion
within the Group;
• receiving reports from management on
talent management within the Group;
• reviewing progress against the Board’s
policy on diversity and inclusion;
• reviewing the Committee’s Terms of
Reference; and
• reviewing succession plans for the Board
and senior management.
How the Committee operates
The principal objectives of the Nomination &
Governance Committee are:
• to ensure that the Company has the right
leadership, both on the Board and amongst
senior management. This is a combination
of continual review and monitoring of, and
also responding to, specific situations as
needed; and
• to keep the Board’s corporate governance
arrangements under review and to ensure
that both the Company and the Board
operate in a manner consistent with
corporate governance best practice.
The Company Secretary attends meetings in
his capacity as Secretary of the Nomination
& Governance Committee, and the Chief
Executive Officer and People Director are
expected to attend whenever necessary.
The Committee’s membership is comprised
of Non-executive Directors, the majority of
whom are independent.
While the Chair of the Board chairs the
Nomination & Governance Committee in
normal circumstances, he would abstain in
matters relating to the appointment of a
successor to the Chair of the Board.
The number of meetings held in the year and
attendance at those meetings is shown on
page 73.
• to lead the process for Board and
Committee appointments and make
recommendations to the Board;
• where external recruitment is required, to
evaluate the balance of skills, experience,
independence and knowledge on the Board
and, in light of this evaluation, prepare
a description of the role and capabilities
required for a particular appointment.
The Nomination & Governance Committee
would then oversee the selection process
with the aim of ensuring that this results
in an appointment made on merit, against
objective criteria and with due regard for
the benefits of diversity on the Board,
including gender and ethnicity. Sam Allen
Associates (“SAA”) was appointed to
conduct an external search which led to the
appointments of Robyn Perriss and Anne
Murphy. SAA does not have any other
connection with the Company or any of its
Directors;
• to undertake formal performance
evaluation of Non-executive Directors
who are standing for annual re-election
and to ascertain whether the individual’s
performance continues to be effective and
they demonstrate sufficient commitment to
the role; and
• to review the Group’s corporate
governance arrangements, including
ensuring appropriate policies and
procedures are in place for key compliance
areas and that the Board and subsidiaries
process are consistent with best practice.
The Terms of Reference of the Nomination &
Governance Committee were reviewed by the
Committee on 29 October 2025 and a copy is
available on the Company’s investor relations
website (https://investors.dominos.co.uk).
Domino's Pizza Group plc
Annual Report & Accounts 2025
80

Policy on diversity
The policy of the Board on recruitment is always to seek to appoint the best candidate to each role.
We acknowledge the importance and benefit of having Directors with the appropriate balance of skills, experience, independence and
knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.
They play a key governance role in protecting stakeholders’ interests by ensuring that the Board and management are challenged, constructively
and effectively, and it is important that they do so from a range of perspectives.
A key factor in achieving this effectiveness is drawing members from a range of backgrounds, which has been shown to help avoid ‘group think’.
We value diversity in our business and we recruit and develop people regardless of their gender, race or any other characteristic. It is in the long-
term interests of the Company and its stakeholders to recruit and develop the very best people, drawn from the widest pool of talent.
A summary of the Board’s diversity targets, and our progress against them, is shown below.
Board Diversity Policy – objectives and progress against targets
When recruiting new Board members or making appointments to Board Committees, the Committee ensures that the recruitment or selection
processes are in line with our policy to include diverse candidates from a wide variety of backgrounds and those with non-listed company
experience for the Committee to consider.
A copy of the Board’s Diversity Policy Statement is available on the Company’s investor relations website: https://investors.dominos.co.uk.
Details of the Group-wide diversity data are shown on page 48.
Board
To achieve 33% female Board
representation by 2021
During 2020 and 2021 the Board appointed three female independent Non-executive
Directors taking the proportion of female Directors on the Board to 33% by the end of
2021.
Achieved
To achieve female representation on
the Board to 40% by end of 2025
Following Board changes that had occurred during 2025, female representation on
the Board at the end of 2025 was 66.67%, The Board’s policy is to maintain female
representation on the Board at a level that is at least 40%.
Achieved
Appoint at least one Board member
of non-white ethnic minority
background by December 2024
Mitesh Patel was appointed to the Board with effect from 1 June 2024. Achieved
Senior management
To achieve female representation of
senior management to 45% by 2025
As at the end of 2025, the percentage of females in senior leadership roles increased
to 40% versus 2024. During 2025, we adapted the method in which we calculate our
senior management population to only include our executive management team and
their most senior direct reports. Of the 30 leaders who made up this population as at
the end of 2025, 12 of those leaders were female. We are pleased with our progress as
we continue to focus on driving inclusion in our business practices, such as the launch
of our new competency framework ‘Domi DNA’ in 2025 which has inclusion as a core
ingredient and which will underpin our leadership development programmes in 2026.
In progress
To achieve 10% representation
of senior management from a
non-white ethnic minority
background by 2025
As at the end of 2025, the percentage of senior management roles from a non-
white ethnic minority background decreased to 3% versus 2024. As detailed above,
the method in which we calculate our senior management population has been
adapted, and we also had leavers in the year which will have impacted the percentage
representation in this population. We know there is more work to do to increase
representation; as outlined above, we will continue to focus on driving inclusion in our
business practices, such as the launch of our new competency framework ‘Domi DNA’
in 2025 which has inclusion as a core ingredient and which will underpin our leadership
development programmes in 2026.
In progress
81
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As required by Listing Rule UKLR 6.6.6R (10), data on gender and ethnicity at Board and Executive level is provided below, as at 31 December 2025.
Gender
Number of
Board members
Percentage of
the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
management
Percentage of Executive
management
Men 2 33.33% 1 4 66.67%
Women 4 66.67% 2 2 33.33%
Not specified/prefer not to say – – – – –
Ethnicity
Number of
Board members
Percentage of
the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in Executive
management
Percentage of Executive
management
White British or other white
(including minority-white groups) 5 88.33% 3 5 83.33%
Mixed/multiple ethnic groups – – – – –
Asian/Asian British 1 16.67% – 1 16.67%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
IAN BULL
CHAIR
9 March 2026
Nomination & Governance Committee Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
82

Sustainability Committee Report
Overview
I’m pleased to present the Sustainability
Committee Report for 2025. The business
continues to make solid progress against
its key sustainability priorities.
The Committee plays a key role in ensuring
that appropriate governance structures are
in place to:
• provide robust oversight of sustainability
activities throughout the business;
• drive progress on the Company’s various
sustainability programmes and initiatives;
and
• ensure that the Group’s corporate purpose
of delivering a better future through food
people love is underpinned by a robust
sustainability strategy.
The Committee provides support and guidance
through sharing best practice, based on the
Committee members’ collective experience
augmented by third-party professional advice.
Throughout the year, the Committee received
presentations on a wide range of topics and
focus areas.
More details of the progress we have made
against our Sustainability agenda is set out
on pages 40 to 56 of this report.
During the year, our Chief Supply Chain
Officer, Peter Trundley continued his
responsibility as the executive sponsor for
sustainability. This role enhances our ability
to integrate our sustainability initiatives into
corporate strategy and business planning.
Tracy
Corrigan
Committee member Member since Meetings attended
Tracy Corrigan 2022 4/4
Natalia Barsegiyan 2021 4/4
Elias Diaz Sese* 2021 2/2
Ian Bull* 2025 3/3
Mitesh Patel* 2025 3/3
Robyn Perriss* 2025 2/2
* Ian Bull and Mitesh Patel joined the Committee on 11 March 2025.
Elias Diaz Sese resigned from the Committee and Robyn Perriss joined
the Committee on 1 July 2025.
CHAIR
Mitesh
Patel
Ian
bull
Natalia
Barsegiyan
Robyn
Perriss
Members
4
MEETINGS IN 2025
For full biographies of the Committee members
see pages 62 - 63
83
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• receiving updates on external reporting
trends on sustainability and details
of assessments from third-party
rating agencies on the Company’s
sustainability performance;
• reviewing the Group’s health & safety
compliance programmes, performance
and initiatives;
• receiving updates from operational
management on the Company’s initiatives
on animal welfare and on allergens
management;
• agreeing the Committee’s work plan
for 2026; and
• reviewing the Committee’s Terms
of Reference.
TRACY CORRIGAN
CHAIR OF SUSTAINABILITY COMMITTEE
9 March 2026
Activities in 2025
During the year, the Committee met to
consider the following key matters:
• reviewing the Group’s sustainability
strategy, objectives and KPIs for 2025
and liaising with the Remuneration
Committee on the appropriate linkage to
Executive remuneration;
• reviewing and approving the sustainability
governance report included in the
Annual Report;
• approving the Group’s Sustainability
Report for 2024;
• approving disclosures under the
SASB framework;
• receiving an update on carbon emission
reductions and journey to Net Zero;
• approving a revised Environmental policy;
• reviewing plans to increase the
proportion of recyclable product
in consumer packaging;
• reviewing the Group’s nutrition strategy;
• reviewing the Group’s gender pay
gap reporting;
• reviewing progress against the Group’s
diversity and inclusion targets;
• approving, on behalf of the Board, the
Company’s Modern Slavery statement
for 2024 and reviewing activities of
the Supplier Assurance team as part
of the Company’s responsible sourcing
work programme;
Committee structure and operation
The Committee’s membership is comprised
of five Non-executive Directors. The
Company Secretary attends meetings in his
capacity as Secretary of the Sustainability
Committee. The Chief Supply Chain Officer
and the Director of Communications and
Sustainability are invited to every Committee
meeting, and other senior executives are
invited to attend as necessary to discuss
topics relevant to their operational areas.
Purpose
The Sustainability Committee has four
principal duties:
• overseeing the development of the
Company’s sustainability strategy and
associated targets;
• monitoring progress against relevant
KPI targets and ensuring effective
communication to stakeholders;
• overseeing external reporting on
sustainability matters; and
• monitoring developments on sustainability
matters relevant to the Group, and having
due regard to strategic issues, regulatory
reporting requirements and stakeholder
sentiment.
The Terms of Reference of the Sustainability
Committee were reviewed by the Committee
during the year. A copy of the Committee’s
Terms of Reference is available on the
Company’s investor relations website
(https://investors.dominos.co.uk).
The business continues to make
solid progress against its key
sustainability priorities.”
Sustainability Committee Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
84

Audit & Risk Committee Report
Committee Membership
The Committee members are Natalia
Barsegiyan, Tracy Corrigan, Mitesh Patel
(appointed 11 March 2025) and Robyn Perriss
(appointed on 1 July 2025). Lynn Fordham was
a Committee member and Chair throughout
the year until 17 September when she stepped
into a board advisory role and Robyn Perriss
was appointed Chair. Ian Bull was a member
until 24 April 2025 when he became Chair of
the Board of Directors. Adrian Bushnell acts as
Secretary to the Committee.
Meetings in 2025
Other members of the Board, the
Executive Leadership Team, External
Auditor, Management and Internal Audit
have attended meetings by invitation to
discuss their reports and topics highlighted.
Audit & Risk Committee
During the year the Audit Committee was
renamed the Audit & Risk Committee and
the Terms of Reference updated accordingly.
This change provides clearer visibility of the
Committee’s responsibility not only for audit
and financial reporting oversight, but also for
monitoring and challenging the Group’s risk
management approach.
Robyn
Perriss
Committee member
Member
since
Meetings attended
ascommittee member
Lynn Fordham* 2020 3/3
Ian Bull* 2019 1/1
Natalia Barsegiyan 2020 4/4
Tracy Corrigan 2023 4/4
Mitesh Patel* 2025 3/3
Robyn Perriss* 2025 2/2
* Mitesh Patel joined the Committee on 11 March 2025. Ian Bull resigned from the
Committee on 24 April 2025. Robyn Perriss joined the Committee on 1 July 2025
and became Chair of the Committee on 17 September 2025. Lynn Fordham resigned
from the Committee on 17 September 2025.
CHAIR
Members
4
MEETINGS IN 2025
I am delighted to have been
appointed as the Chair of the
Audit & Risk Committee and look
forward to continuing the focus
on Provision 29 reporting.”
Ian
bull
Natalia
Barsegiyan
TRACY
CORRIGAN
Mitesh
Patel
For full biographies of the Committee members see pages 62-63
85
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Audit & Risk Committee Report continued
Richard’s knowledge and experience have
been invaluable in supporting the Committee
and the finance team through the transitional
period until Andrew Andrea joins as the new
CFO on 16 March 2026. The Committee looks
forward to welcoming Andrew and working
with him during FY26.
Areas of focus and
significantjudgement
Each year the Committee’s programme
of work covers a range of items that are
of particular significance to the Group’s
financial statements or where it is necessary
to exercise a high degree of judgement.
Supported by detailed papers and discussions
with management, the Committee reviewed
the significant accounting issues, judgements
and areas of estimation uncertainty relating
to FY25. Details of these and why they were
considered important are set out on page
89, while further information on items that
were identified as key audit matters is in the
Independent Auditor’s Report on page 128.
Given a number of larger non-underlying
items in the year this has been an area of
particular focus for the Committee including
the categorisation and disclosure and
ensuring that where management have
presented performance both on a statutory
basis and on an underlying basis that this was
appropriate, disclosed in sufficient detail and
effective in aiding year-on-year comparability.
This report should be read in conjunction
with the Independent Auditor’s Report (see
page 127 to 133) and the financial statements
which can be found from page 134.
There were no shareholder requests for
certain matters to be covered by the audit
during the year, and no regulatory inspections
of the audit performed by PwC.
• Our process for reviewing, with the
assistance of management, the FY25
Annual Report for the purposes of
assessing whether it represented a fair,
balanced and understandable account of
the Group’s position and prospects
• How we reviewed and assessed the
effectiveness of the External Auditor
and Internal Audit function
• How the Committee reviewed the
effectiveness of the Group’s risk
management and internal control
framework and our preparation for
incoming regulatory and reporting
requirements, including with respect to the
new Provision 29 Board attestation relating
to the effectiveness of internal controls
effective from FY26.
Meetings of the Committee have been
attended by the Chair of the Board, the Chief
Executive Officer, the Chief Financial Officer,
the External Auditor, the Company Secretary
(as Secretary to the Committee), the Director
of Internal Audit & Risk, the Chief Information
Security Officer, Director of Store Operations
and other Directors and members of
management by invitation.
In addition to the scheduled Committee
meetings, I have, together with other
Committee members, met regularly with
the Finance team and other members of
the Executive Leadership Team, Internal
Audit and with PwC as External Auditor
to discuss their reports and as part of
our ongoing review of the business and
their effectiveness.
Navigating a period of CFO transition
During both Edward Jamieson’s tenure as
CFO and more recently during the period
Richard Snow has acted as interim CFO, the
Committee has kept in regular contact to
provide support and guidance as needed.
Introduction
I am delighted to have been appointed as
Chair of the Audit & Risk Committee (the
Committee) during the year and along
with the Committee I would like to extend
my thanks to Lynn Fordham for her work
leading the Committee until stepping down
and taking on the Board advisory role in
September 2025. The Committee has covered
extensive ground over the course of what
was, in many respects, a tough year for
Domino’s with a challenging consumer macro
environment impacting trading performance
and a period of significant change for both
the Executive Team and the wider Board.
This report for the 52 weeks ended
28 December 2025 explains how the
Committee has discharged its responsibilities
during the year, considering important
matters in respect of external financial
reporting, the effectiveness of the Group’s
control environment and the relationship with
the External Auditor. Key areas of focus for
next year are also summarised on page 87.
The Committee also oversees the
effectiveness of the risk management
framework, as set out on pages 32 to 37.
The Committee has continued to act as
a crucial point of oversight and support,
challenging the Executive Leadership Team
on how risk management activities are
embedded in the day-to-day operations;
including relevant forums such as the
Executive Risk Committee.
This report covers:
• How we supported the business in
responding to the challenges it has faced
through our activities, discussions and
debates at our meetings during the year
• Our work in overseeing and providing
assurance to the Board in respect
of the integrity of our financial and
narrative reporting
Domino's Pizza Group plc
Annual Report & Accounts 2025
86

Focus on internal controls and
Provision 29 reporting
A recurring item for the Committee has been
the business’ readiness activities relating
to the changes brought by the new UK
Corporate Governance Code (the Code),
specifically the approach and the roadmap to
achieve compliance with Provision 29. These
activities included:
1. Board approval, in January 2025, of the
approach taken to: determine an initial
list of ‘material controls’, which included
leveraging upon the Risk Management
Framework (see pages 32 to 37); and to
conducting a ‘dry run’ of the assurance to
support a declaration of effectiveness of
those material controls, as required under
Provision 29.
2. Updates from Internal Audit at each
Committee meeting, on the status of the
dry run, including on the implementation
of a new Governance Risk & Compliance
(GRC) tool to collate and manage the
assurance activity.
3. Board approval, in December 2025, of the
approach to the declaration for FY26, the
first year of reporting under Provision 29,
following the successful completion of
the dry run and further refinement of the
controls considered to be material.
Focus on cyber security and
systemsresilience
Operational resilience is essential to
ensuring the continuity of business critical
activities and systems that support: the
production and transport of dough and
other pizza ingredients, equipment and
supplies from our SCCs to our stores; and
sales to our customers, particularly through
digital channels.
The Committee continued to receive updates
on the evolving cyber threat landscape,
ensuring that cyber security is treated as
an enterprise-wide risk, rather than one
that resides solely in the IT department. In
recognition of the potential for significant
disruption from a major cyber-attack, an
independent internal audit review was
conducted during the year on systems
resilience, which aimed to provide assurance
over both the effectiveness and efficiency of
the recovery of business critical systems and
their data, should it be required.
The Committee discussed and challenged
the identification of business critical systems
and which of these comprise a Minimum
Viable Trading Platform, with specific focus
on ensuring recovery processes are well-
established and failover testing has been
successfully completed. The Committee’s
commitment to the effective oversight of this
fundamental area will continue into FY26.
Committee Chair’s Conclusion
During the year, the Committee operated
in accordance with its terms of reference
and had due regard to the Financial
Reporting Council’s Minimum Standard for
Audit Committees and the External Audit
(‘Minimum Standard’), which applies to UK
listed companies subject to the UK Corporate
Governance Code.
I hope that this report provides a useful
overview to the activities of the Committee
during the year. I will be available at the AGM
or any other time to answer any questions
relating to the work of the Committee.
ROBYN PERRISS
CHAIR OF THE AUDIT & RISK COMMITTEE
9 March 2026
Confirmation:
The Committee believes that it has discharged its responsibilities effectively during
the year and has met the expectations set out in the FRC’s Minimum Standard.
The Committee remains committed to maintaining high standards of governance,
transparency and audit quality.
Areas of focus in FY25 included:
• Reviewing the appropriateness of
our published half-year and full-year
results, including the presentation of
alternative performance measures.
• Evaluating key accounting
judgements including corporate store
impairment assessments.
• Assessing the Group’s going concern
and viability statements.
• Receiving regular reports from IT
specialists on cyber security risk and
systems resilience maturity.
• Reviewing the effectiveness of
internal controls, together with
principal risk disclosures.
• Monitoring preparations to comply
with the revised Provision 29 on
internal controls in the UK Corporate
Governance Code 2024.
• Reviewing plans to respond to the
new offence of failure to prevent
fraud as part of the Economic Crime
and Corporate Transparency Act.
• Agreeing the Internal Audit Plan
and receiving regular reports from
Internal Audit throughout the year,
as part of the review of effectiveness
of the Internal Audit function.
• Reviewing reports from the external
Auditor, assessing the scope and
risk focus of the work performed,
ensuring that their audit plan reflects
the business risks and that audit
independence is maintained.
Focus areas for FY26
• Finalisation of preparations to
comply with Provision 29.
• Ensuring a smooth transition to a
new CFO when Andrew Andrea joins
in March 2026.
• Consider emerging risks as
appropriate and continue to focus
on cyber security and disaster
recovery planning.
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Audit & Risk Committee Report continued
Committee membership and
relevantexperience
For full biographies of the Committee
members see pages 62 - 63, all members are
non-executive and considered independent.
The Committee’s composition provides the
range of financial and commercial expertise
necessary to meet its responsibilities and
the requirements of the UK Corporate
Governance Code (the ‘Code’) and remains
effective. The Board is satisfied that the
Committee has competence relevant to the
sector in which it operates.
The Committee is satisfied that Robyn Perriss,
a chartered accountant, former Finance
Director of a FTSE 100 company and an
experienced Audit Committee Chair, has
recent and relevant experience and she has
been designated as financial expert on the
Committee for the purposes of the Code.
Principal duties delegated to the Audit
& Risk Committee
Financial reporting – Monitoring the integrity
of the financial statements of the Group,
including its annual and half-yearly reports,
and any other formal announcement relating
to its financial performance; reviewing
and reporting to the Board on significant
financial reporting issues and judgements
which they contain, having regard to matters
communicated to it by the auditor, including
the use of alternative performance measures.
The Committee monitors the TCFD
disclosures in the Annual Report and receives
regular updates on sustainability reporting
and assurance, including comparisons to
peer groups.
Narrative reporting – The Committee
reviews the content of the Annual Report and
Accounts and advises the Board on whether,
taken as a whole, it is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s performance, business model and
strategy, and recommends to the Board for
approval accordingly.
Internal controls and risk management
systems – Review and, where necessary,
challenge management’s reports on the
adequacy and effectiveness of the Group’s
internal financial controls and internal
control and risk management systems, and
review and approve the statements to be
included in the Annual Report concerning
internal controls and risk management.
The Committee also reviews the adequacy
and implementation of the Group’s controls
around information security and cyber risks,
including receiving reports on emerging cyber
threats and control maturity.
Compliance, whistleblowing and fraud –
Review the adequacy and security of the
Group’s arrangements for its employees and
contractors to raise concerns, in confidence,
about possible wrongdoing in financial
reporting or other matters. The Committee
seeks to ensure that these arrangements
allow proportionate and independent
investigation of such matters and appropriate
follow-up action. Review of the Company’s
procedures for detecting fraud; review
the Group’s systems and controls for the
prevention of bribery; and receive reports
on non-compliance.
Internal audit – Assessing the remit of
the Internal Audit function; approving the
Internal Audit Plan; receiving the results
of Internal Audit’s work; and monitoring
the responsiveness and appropriateness
of management to findings and
recommendations.
External audit – Overseeing the relationship
with the external auditor, reviewing the
result of the external audit process, quality
reviews and effectiveness; and assessing its
independence and objectivity.
Terms of Reference
The Terms of Reference for the Committee were
reviewed and revised in October 2025 and again
in March 2026 to reflect the expanded name
and remit of the Committee. The Committee’s
Terms of Reference are available on the
Company’s investor relations website.
The Committee HAS COVERED
EXTENSIVE GROUND OVER THE
COURSE OF WHAT WAS, IN MANY
RESPECTS, A tough YEAR
FORDOMiNO'S.”
Domino's Pizza Group plc
Annual Report & Accounts 2025
88

Areas of significant judgement and focus
The Committee’s reviews of the half and full-year financial statements focused on the following areas of significance to ensure that appropriate
rigour has been applied. Where further information is provided in the notes to the financial statements, the note reference is also included.
The Committee has also received detailed reporting from PwC on these matters.
Accounting matters considered Work undertaken by and conclusion of the Committee
Acquisition accounting
of Victa
(see note 27 on page 185)
Following the acquisition of an additional 24% in Victa in April 2025 to bring DPG ownership to 70% and gain
control, the Committee reviewed and challenged the acquisition accounting undertaken by management. The
Committee received reports from management in relation to the valuation of the purchase price allocation and
treatment of acquired intangibles utilising the support of external valuation experts, including the reacquired
rights recognised for the Standard Franchise Agreements. The Committee also challenged management over the
treatment and disclosure of the intangible assets and goodwill and agreed with the approach taken.
Goodwill impairment
reviews –
Corporatestores
(see note 13 on page 164)
The Committee received reports from management in relation to the goodwill impairment testing performed
on the corporate stores, for Shorecal and Victa. The Committee challenged the key inputs such as forecast
assumptions including new store openings and order count growth and the discount rates applied.
Shorecal: The Committee discussed the detailed analysis performed by management and agreed that the
impairment of £10.4m reflected a revised view of likely new store opening trajectory and store economics and
therefore the most appropriate valuation of the business. The Committee reviewed the related disclosures,
including sensitivity analysis, to ensure these are appropriate.
Victa: the Committee remained comfortable that the latest trading projections and related analysis represented
an appropriate valuation, and that sufficient headroom remained to concur with management’s conclusion that no
impairment should be recorded. The Committee reviewed the related disclosures, including sensitivity analysis, to
ensure these are appropriate.
Treatment of non-
underlying items
and presentation of
Alternative Performance
Measures (APMs)
(see note 6 on page 156)
The Committee reviewed and challenged the treatment of non-underlying items proposed by management in line
with the stated accounting policies of the Group. Particular focus was given to the following:
• Impairment of Shorecal corporate stores goodwill – As described above, an impairment of £10.4m was
recognised against the goodwill for Shorecal corporate stores.
• Transaction costs – Costs of £6.0m were incurred during the year over an extended period of time relating to
expenditure on transactions that ultimately did not proceed, with the potential for some further costs which
are not anticipated to be material to the Group’s financial position.
• Exit payments – a net £1.4m gain was recognised following the exit of the CEO and CFO during FY25 due to
the reversal of previously recognised share-based payment charges
• Disposal gain – A gain of £9.9m following the partial disposal of the Full House interest.
• Victa revaluation gain – A fair value gain of £1.5m was recognised on the deemed disposal of the Group’s existing
46% equity investment in the Northern Ireland Joint Venture prior to obtaining a 70% controlling interest in April 2025.
The Committee challenged management’s classification and treatment in line with the accounting policies of the
Group. The Committee also reviewed the FRC’s guidance, considered the adjusting items used by the Group’s
peers and the External Auditor’s assessment of the non-underlying items. The Committee also reviewed the
prominence of the APMs versus GAAP measures, together with the associated narrative disclosure within the
Annual Report to ensure it gave adequate detail on why the items were adjusted. The Committee concluded
that the treatment of the non-underlying items was in line with the accounting policies, and the treatment was
appropriate and disclosed in sufficient detail to allow effective year-on-year performance comparability.
Distributable reserves
The Committee considered the level of distributable reserves at the Domino’s Pizza Group plc level throughout
the year to confirm management’s assessment that appropriate reserves were in place to facilitate distributions to
shareholders. The Committee reviewed the assessment of the amounts considered as qualifying consideration to
conclude on the adequacy of distributable reserves when distributions to shareholders are declared.
In addition to the above, the Committee held discussions with management and reviewed reports around potential strategic developments for the
business, including potential accounting impacts and financial considerations, and provided recommendations to the Board around these matters.
This included continual review of the appropriateness of accounting policies.
89
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Audit & Risk Committee Report continued
Going concern and viability
Net debt has increased during the year to
£285m as a result of the free cash flow and
disposal income generated by the Group
being less than funds applied to capital
expenditure, strategic investments and
shareholder returns. Throughout the year, the
Group has maintained adequate headroom
within its facility and comfortably met
banking covenant compliance.
On behalf of the Board, the Committee
reviewed the Group’s FY26 budget and three-
year projected cash flows, borrowing facilities
and covenants as well as the assumptions
underlying the viability statement and going
concern period (see pages 38 - 39).
The principal sensitivity would be a significant
fall in system sales, which could impact on the
debt covenants, together with any significant
one-off impacts from a significant SCC
production disruption or cyber incident.
Mitigations remain in the form of delaying
or suspending capital distributions through
dividends and share buybacks.
Confirmation:
Having reviewed these projections,
and the potential scenarios consisting
of the Base Case and a severe but
plausible downside scenario, having
regard to the principal risks faced
by the business, together with the
consideration of potential mitigations,
the Committee has concluded that it
would recommend to the Board that
it should be able to make the relevant
statements. Further details of the
scenarios are set out in more detail on
page 39.
Fair, balanced and understandable
The Committee has provided advice to
the Board on whether the Annual Report
and Accounts, taken as a whole, are
fair, balanced and understandable and
provide the information necessary for
shareholders to assess the Group’s financial
position and performance, business model
and strategy.
Each Director was also asked to provide
this confirmation. When doing so, both the
Committee and the individual Directors
were provided by management with a
formal assessment of the key messages
included in the Annual Report and Accounts.
This assessment was designed to test the
quality of reporting and to enable the
Directors to satisfy themselves that the
levels of disclosure were appropriate.
The Committee gave due consideration to
the integrity of information provided in the
Annual Report to ensure that this explains
the Group’s position and performance
effectively. The Committee reviewed the
use of Alternative Performance Measures,
including the use of non-underlying measures,
in light of the guidelines issued by the
European Securities and Markets Authority
(‘ESMA’). Particular focus was given to the
treatment of acquisition and deal costs,
executive exits, disposal gains and the
impairment of the goodwill in relation to the
investment in Shorecal corporate stores, as
described in the focus areas on page 89.
Confirmation:
The Committee recommended to
the Board that the disclosures in the
Annual Report, taken as a whole, are
fair, balanced and understandable, and
provided the information necessary
for our shareholders to assess the
Company’s position, performance,
business model and strategy.
Risk management and internal controls
The main features of the Group’s internal
control and risk management systems,
including in relation to the financial reporting
process, are:
• A clear delegation framework, including
decision-making retained by the Board (as
set out on page 68) and those delegated to
Executive management.
• A comprehensive set of policies and
procedures that employees are required
to follow and complete training thereon,
with oversight from the relevant Board
Committees.
• A risk management framework, including
a specific Executive Risk Committee
(described on page 32).
• A dedicated Internal Audit function
(described on page 93).
• A whistleblowing mechanism for employees
and contractors to raise concerns about
possible wrongdoing (further described on
page 124).
• Annual budgets and forecasts go through
detailed reviews by management and
approval by the Board.
• All external financial reporting is subject
to significant review across management
and executive, and detailed review by
the Board and approval through the
Disclosure Committee.
The Board is ultimately responsible for risk
management and internal controls and the
Committee is responsible for scrutinising
the effectiveness of management’s internal
control and risk management systems, on
behalf of the Board. The Committee reviewed
management’s assessment of risk and
internal control, results of work performed
by Internal Audit, and the results and controls
observations arising from the annual audit
and interim review procedures performed by
the External Auditor.
Domino's Pizza Group plc
Annual Report & Accounts 2025
90

The Committee also ensured that all topics
were appropriately covered, as defined
by its Terms of Reference. In doing so, the
Committee considered:
• the Group’s principal risks (including any
emerging risks), key mitigation in place,
assurance thereon and further measures
to improve risk management, including the
work of the Executive Risk Committee in
this area;
• Internal Audit reports on key audit areas
and any significant deficiencies in the
control environment;
• management reports on the systems of
internal controls and the progress made
on control-related projects;
• external audit reports from PwC during
the year which included details of their
audit risk assessment processes;
• actual and potential legal claims against
the Group; and
• the Group’s approach to IT and
information and data security.
The preparations to comply with the revised
Provision 29 on internal controls in the UK
Corporate Governance Code 2024 have
facilitated further formalisation of the
internal control environment during 2025,
building on the approach to Enterprise
Risk Management and the formalisation of
internal controls over financial reporting
developed alongside the implementation
of the ERP system during the year.
The Committee also receive reports on the
results of the Information Security workplan,
with a focus on the emerging threats and
the results of internal control maturity
assessments, underpinned by layered
controls, including continuous penetration
testing, and attack simulations.
Specific matters around risk assessment and the internal control environment considered by the Committee, and the work undertaken by the
Committee, were as follows:
Risk management and internal control Work undertaken by and conclusion of the Committee
IT and cyber security
The Group’s system sales and operations are highly dependent on its e-commerce IT systems and on the
Supply Chain Centres dough production Operational Technology systems and there can be no guarantee
as to the resilience of the Group’s systems to cyber attack. The Committee has therefore received updates
each quarter from the Chief Information Technology Officer and Chief Information Security Officer and
challenged management on the specific progress made on improving the control environment, with specific
focus on cyber security risks and the resilience of business-critical systems. The Committee’s commitment
to the effective oversight of this fundamental area will continue into FY26.
Risk assessment
The Committee reviewed the risk profile of the Group as agreed by the Board and the principal risks as set
out on pages 32 to 37 and challenged the nature, impact and appetite towards the Group’s principal risks.
The Executive Risk Committee has continued to re-assess the key risks which could prevent the Group from
achieving its long-term strategic objectives with input from each risk-owner across the business and the
outcome of this review has been reflected in management’s reported assessment.
Whistleblowing
The Committee received updates from management of any whistleblowing cases identified and reviewed
the operation and appropriateness of reporting procedures, including the annual refresh process to increase
awareness. All items reported via the Group’s established whistleblowing reporting procedures are reviewed
and investigated accordingly.
Fraud, anti-bribery
andcorruption
The Committee reviewed the Group's preparation for the failure to prevent fraud offence that came into
force during the year as part of the Economic Crime and Corporate Transparency Act; and received updates
from management on the training programmes in place for anti-bribery and corruption.
Taxation
The Committee received reports from management around the tax position of the Group and was updated
on emerging direct and indirect tax risks. The Committee reviewed the tax strategy statement and the
Group's compliance with the Global Anti-Base Erosion Rules (Pillar 2).
Confirmation:
The Committee confirms that it identified no significant control failings or weaknesses during the year that may materially impact the
financial statements. Further to the Committee’s review, the Board is satisfied that the Group’s systems of internal control and risk
management continue to be effective.
91
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Audit & Risk Committee Report continued
External Auditor
Audit firm PricewaterhouseCoopers LLP (PwC)
Date appointed April 2019
Lead partner Sarah Phillips (appointed FY23)
Lead partner tenure 3 years
Fees in 2025 (see page 156) £1.0m for audit services
£0.1m for non-audit services
Effectiveness of the external
auditprocess
The Committee has engaged with PwC in
reviewing the audit plan for 2025, scope of
the audit and key risks identified and where
appropriate the Committee has challenged
PwC to ensure the underlying assumptions
were robust.
The Committee has regularly met with the
lead engagement partner, Sarah Phillips
and also held meetings with the external
Auditor without management present at each
Committee meeting, and the Committee Chair
has a regular and frequent dialogue with the
lead engagement partner and the wider team.
The internal Board evaluation conducted
during the year highlighted no concerns in
relation to the External Auditor. Post year
end and prior to signing off the accounts,
the Committee conducted an effectiveness
review of PwC. The evaluation was led by
the Committee Chair and involved a tailored
evaluation questionnaire for completion by
the Committee. A meeting was held between
the Chair of the Committee and selected
members of the finance team to gain further
feedback from those most closely involved
with PwC during the year end process.
Feedback from the session, together with
relevant specific examples, was subsequently
discussed by the Committee.
The Committee also took into account an
assessment of the firm-wide Audit Quality
Inspection report issued by the FRC in July
2025, together with PwC’s responses to
that report.
Overall, the Committee’s review
acknowledged that PwC had approached
the FY 2025 audit with flexibility and a clear
emphasis on working with the Company to
resolve issues early, which was appreciated
by the Domino’s team. The continuity of
senior staff within the PwC audit team and
their detailed knowledge of the business were
seen as a strong positive resulting in strong
partnerships with the Domino’s teams.
This is now the seventh year of PwC’s
engagement. The Committee remains
satisfied from the discussions and
interactions with PwC, together with reviews
of audit quality reports, engagement specific
audit quality indicators and feedback from
management, that no significant issues in
relation to audit quality were identified.
Confirmation:
The Committee has reviewed the and
effectiveness of the external Auditor,
PwC, and has concluded that PwC
continues to possess the skills and
experience to fulfil its duties effectively
and efficiently.
Independence and objectivity
PwC has confirmed that in its professional
opinion it is independent within the meaning
of regulatory and professional requirements
and the objectivity of the audit engagement
partner and audit staff are not impaired.
The Committee agreed the fees for the external
Auditors and has strict policies regarding the
provision of non-audit services by the external
Auditors which can be found on the Company’s
website. These include specific pre-approvals
for proposed work and fees, a prohibition on
certain services and a restriction on total non-
audit fees as a percentage of the total audit and
audit-related services, except in exceptional
circumstances. PwC also have a clear internal
policy on non-audit services.
The only significant non-audit fees charged
in the period were in relation to the interim
review and additional assurance work over
certain ESG metrics. The assurance over
ESG metrics work is consistent with the
previous year. The Committee considered
the appropriateness of re-appointing PwC
in light of independence requirements and
considered the work performed to be in line
with both our internal and PwC’s policies, and
ethical guidance. The fee for non-audit work
performed totalled £0.1m and the level of
non-audit fees to audit fees is 14%.
A competitive tender will be completed prior
to the FY29 audit, to align with regulations.
The Company has complied throughout the
year with the Statutory Order 2014 issued by
the Competition and Markets Authority.
Confirmation:
After assessing the level of non-audit
fees, the Committee has no concerns
over the objectivity, or independence
of the External Auditor. The Committee
confirms that the Company remains
compliant with audit tendering and
rotation requirements in accordance
with the Minimum Standard.
Domino's Pizza Group plc
Annual Report & Accounts 2025
92

Internal Audit
The remit of the Group’s Internal Audit
function includes responsibility for
reviewing and appraising and reporting on:
• The adequacy and effectiveness of the
Group’s systems of operational controls,
financial controls and management
controls and their operation;
• The integrity and effectiveness of
processes and systems, including those
under development, to help ensure
adequate protection against error,
fraud and loss;
• The Group’s policies, standards and
procedures;
• The operation of the Group’s corporate
governance and risk management
frameworks; and
• Significant aspects of the Group’s
activity including major projects and
systems implementation as directed
by the Committee.
The Director of Internal Audit & Risk
also acts as secretary to the Executive
Risk Committee, which has day-to-day
responsibility for overseeing the development
and implementation of the Group’s approach
to risk management see page 32.
The Internal Audit Plan is created from review
of Group Risk Dashboards and strategic
priorities, aimed at providing ongoing
assurance coverage over the Group’s principal
risks. Individual internal audit reviews are
designed to provide assurance over the
processes and controls in place to manage
the risks to the achievement of the Group’s
strategic objectives.
Internal audit activity conducted during
the year included reviews of new store
development, the marketing investment
process and systems resilience. In addition,
assurance was provided by Internal Audit on
the controls considered material, as a dry run
for the implementation of Provision 29 of the
UK Corporate Governance Code 2024.
Control improvement actions arising
from internal audit activity are followed
up routinely to ensure management
commitments are enacted on a timely
basis. The Committee is satisfied that there
is a clear improvement plan in place for
internal controls.
The Internal Audit team has input into
ensuring that adequate resources are made
available and that the necessary support is
provided by the business to accomplish the
agreed work programme. The Committee
Chair meets with the Director of Internal
Audit & Risk regularly to discuss activities and
the nature of any significant issues which may
have arisen.
The work of Internal Audit is a regular
agenda item at Committee meetings. Reports
from the Director of Internal Audit & Risk
routinely include updates on progress
on delivery of the Group’s Internal Audit
Plan, and commentary and tracking of the
implementation of control improvement
actions. All audit reports are made available
to the PwC external audit team and, where
relevant and beneficial, detailed findings are
shared between teams.
The reviews planned for FY 2026 will include:
the Company's Minimum Viable Trading
Platform arrangements; assurance over the
data warehouse and loyalty programmes;
the programme of Operational Standards
Assessment reviews; governance of the
National Advertising Fund; and third party
risk. Specific assurance will also be provided
by Internal Audit to support the requirements
of Provision 29.
A review of the effectiveness of the Internal
Audit function takes place on a regular basis.
For 2025 this included a survey which all the
Executive leadership team and Committee
members responded to; and consideration of
the results of feedback from key stakeholders
on individual internal audit reviews
completed during the year. Objectives
for the department are established at the
start of each year with progress against
their achievement reviewed at each
Committee meeting.
Confirmation:
Overall, the Committee is satisfied that
the Internal Audit function continues to
operate effectively and demonstrates
the appropriate degree of expertise for
the business.
93
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Directors’ Remuneration Report
Dear shareholder
I am pleased to present the Directors’
Remuneration Report for the period ended
28 December 2025.
In this report, we review the Group’s
performance in the year and explain
the remuneration which resulted for
the Directors. I also explain how our
remuneration policy will be implemented in
2026. The Remuneration Policy Report on
pages 98 to 107 will be put to a shareholders’
binding vote at the AGM to be held in April
2026. Our current policy was approved at a
General Meeting on 30 June 2023.
The Committee has carried out a review
of the policy and has decided to propose
some amendments. These changes are being
proposed largely to enhance alignment of
our policy with best practice. Details of the
proposed changes to the policy can be found
on pages 98 and 99. The Committee consulted
with shareholders representing approximately
75% of the share capital on the remuneration
policy and received strong support for the
proposed changes.
In particular, shareholders welcomed the
proposed flexibility in the structure of long-
term incentive awards for the Executive
Directors and the potential to increase the
ratio of performance share awards in future
years to incentivise out-performance.
Changes to the Board
Andrew Rennie stepped down as CEO
on 24 November 2025 with our Chief
Operating Officer, Nicola Frampton, joining
the Board and being appointed as interim
CEO with immediate effect on a base salary
of £650,000 per annum. Edward Jamieson
stepped down as CFO on 18 September
2025 and will be replaced by Andrew Andrea
on 16 March 2026. Until Andrew joins,
Richard Snow took over as interim CFO
with immediate effect (although he was not
appointed to the Board). The remuneration
arrangements in relation to both Andrew’s
and Edward’s departure were determined in
accordance with our Directors’ Remuneration
Policy. The full details of these remuneration
arrangements can be found on page 113.
Committee member Member since Meetings attended
Natalia Barsegiyan 2020 4/4
Ian Bull 2019 4/4
Tracy Corrigan* 2025 2/2
Mitesh Patel* 2025 2/2
Robyn Perriss* 2025 2/2
Matt Shattock* 2020 2/2
Lynn Fordham* 2020 2/2
4
MEETINGS IN 2025
* Matt Shattock, Elias Diaz Sese and Lynn Fordham stepped down on 24 April 2025,
1 July 2025 and 17 September 2025 respectively. Tracy Corrigan and Mitesh Patel
joined the Committee on 11 March 2025 and Robyn Perriss joined on 1 July 2025.
MITESH
PATEL
Natalia
Barsegiyan
CHAIR
Ian
bull
TRACY
CORRIGAN
Members
Robyn
Perriss
For full biographies of the Committee members see pages 62 - 63
Domino's Pizza Group plc
Annual Report & Accounts 2025
94

Matt Shattock stepped-down from the Board
at the AGM on 24 April 2025, Elias Diaz Sese
stepped down from the Board on 1 July 2025,
and Lynn Fordham stepped down from the
Board on 17 September 2025. Robyn Perriss
joined the Board on 1 July 2025.
2026 Remuneration Policy
In line with the normal three-year cycle, we
will be seeking shareholder approval for
a new Policy at our 2026 AGM to replace
the current Policy approved at the General
Meeting on 30 June 2023. In preparation
for this, the Committee has undertaken a
comprehensive review and shareholder
consultation programme to inform our
approach and ensure it better reflects the
nature of the markets in which the Company
operates and competes for talent and is more
optimally aligned to our revised strategy and
objectives including the approach we take to
remuneration below the Board. The outcome
from this review is that we propose the
following key changes to our Policy:
• Introduce the ability for Executive
Directors to receive restricted shares
('RSUs') in addition to performance shares
('PSUs') under the LTIP but without
increasing the total fair value of awards
being granted
• Increase the standard notice period for
Executive Directors from six months to
12 months.
Restricted shares
The Company continues to operate in a tough
consumer market with little sign that this
is abating. At the same time, we are in the
process of a complete change in Executive
Directors, with Andrew Andrea, our new
CFO, due to join in March 2026 and a search
process for a new CEO currently underway.
In light of this, the Committee believes it is
critical that the Policy provides flexibility to
provide long term incentives that will:
• Assist us in recruiting a CEO of the highest
calibre from a global pool of talent and
not limited to the UK. While the Company
itself does not have a 'global' footprint, it
is part of a global franchise system and has
to compete for talent against both other
Domino’s master franchise companies
around the world and other similar global
franchise operations. Hence, we need to
ensure that the Policy has the flexibility to
allow us to provide a competitive package
both in terms of quantum and structure.
• Provide both Performance Shares ('PSUs')
and Restricted Shares ('RSUs') that
will enable us to ensure there remains
significant upside gain in the potential
reward package, subject to meeting
stretching performance conditions, while
also providing greater certainty that the
Executive Directors receive some level of
reward that is linked to share price.
• Assist in retaining our Executive Directors
during a period when there is less certainty
that the stretching PSU targets can
be achieved, something that is key for
Domino’s as we stabilise the senior team.
• Provide a more consistent approach with
the treatment of senior colleagues below
Board level that already receive RSUs.
The proposed Policy change will allow
for a grant of both PSUs and RSUs to the
Executive Directors but with flexibility
(within agreed boundaries) to change the
mix. The Committee did consider a complete
switch to RSUs but decided that it remained
important that Executive Directors still
received the majority of their long-term
incentives (by face value) subject to stretching
performance conditions.
The proposed amendment to the Policy does
not involve an increase in the maximum fair
value of long-term incentive awards as the
Committee is seeking the ability to make long-
term incentive grants to Executive Directors
in the form of RSUs in lieu of part of the
future grants of PSUs.
Notice periods
The Company has had a standard notice
period for Executive Directors of six
months. Increasingly we have found that it
was necessary to offer a 12 month notice
period on an external appointment of an
Executive Director joining as market practice
remained for UK Executive Directors to be
on a 12 month notice period. Having recently
changed the notice period to 12 months for
the direct reports to the Executive Directors
(which we had to do to remain competitive),
it now makes sense to change the Policy
for Executive Directors to simply allow a
12 month notice from the outset, with no
reduction over time.
Other changes
In addition, minor changes to the wording to
clarify certain elements have been made and
the ability to grant premium priced options
has been removed (although any subsisting
premium priced options can still be settled
under the Policy).
Finally, whilst not a change in Policy but
rather in the way the Policy is applied, the
Committee has decided to introduce a third
performance metric for the PSUs. Historically
70% of the PSUs have vested by reference
to EPS and 30% have vested by reference
to relative TSR. For the awards to be made
in 2026, the Committee has decided to add
a cash flow measure with 35% vesting by
reference to EPS, 35% vesting by reference to
free cash flow and 30% vesting by reference
to relative TSR.
Performance and remuneration
for2025
In general, the trading conditions in 2025
were challenging, with the QSR market under
particular pressure, facing suppressed sales
with consumers having reduced discretionary
income. The Group experienced a year-
on-year reduction in supply chain revenue,
off-set by higher levels of corporate store
revenue reflecting the acquisitions of
controlling interest in Shorecal Limited and
Victa DP Limited. For the year, underlying
profit before tax reduced to £91.2m
(2024: £107.3m).
95
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Directors’ Remuneration Report continued
The business delivered an adjusted underlying
profit before tax ('PBT') for the year which
is below the threshold target level for any
annual bonuses to be paid to the Executive
Directors and no annual bonus payments have
been awarded for 2025. Details of the annual
bonus outcomes are shown on page 114.
The LTIP awards made to the Interim CEO,
Elias Diaz Sese, and the CFO, Edward Jamieson
in March 2023 and to CEO, Andrew Rennie in
August 2023 are due to vest in March 2026
and August 2026 respectively subject to
meeting the two performance conditions:
• 70% by reference to EPS for 2025; and
• 30% by reference to relative TSR over the
Performance Period.
The Committee has determined that neither
of these performance conditions have been
met and the respective LTIP awards will lapse.
Full details of the LTIP vesting outcomes are
shown on page 114.
The Committee is satisfied that the
remuneration outcomes and payments for the
2025 financial year are fair and reasonable,
in light of the business performance during
the year, and are in the best interests of the
Company and shareholders.
LTIP granted during the year
The CEO, Andrew Rennie, and the CFO,
Edward Jamieson, both received an award
under the 2022 LTIP of 200% and 175%
respectively of base salary on 18 March 2025.
70% of the awards are subject to performance
conditions based on earnings per share (‘EPS’)
targets for the 2026 financial year and 30%
are based on relative total shareholder return
(‘TSR’) measured over the three-year period
starting 30 December 2024. A two-year
post-vesting holding period applies. Detailed
performance targets for LTIP awards made in
2025 are shown on pages 114 and 115 and
are in line with those disclosed in the last
Directors’ remuneration report.
Base salaries for 2026
The Committee agreed a base salary for the
Interim CEO of £650,000 per annum. The
salary of the new CFO on joining the Board on
16 March 2026 will be £475,000 per annum.
Shareholders’ views
The Committee continues to take an
active interest in shareholders’ views and
looks forward to maintaining an open and
transparent dialogue in the future. We would
like to thank you for your support in previous
years, and we look forward to your continued
support at the 2026 AGM.
NATALIA BARSEGIYAN
CHAIR OF THE REMUNERATION COMMITTEE
9 March 2026
The Committee is satisfied that
the remuneration outcomes
and payments for 2025 are
fairandreasonable.”
Read more on page 64 - 65
Domino's Pizza Group plc
Annual Report & Accounts 2025
96

Salary Benefits Pension Bonus Salary Benefits Pension Bonus
LTIP
£0
£300,000
£600,000
£900,000
£1,200,000
£1,500,000
2024
maximum
2025
maximum
2025
actual
2024
actual
44.02%
Chief Executive Officer Chief Financial Officer
Remuneration at a glance
NOTES:
The chart for the CEO for 2025 shows the remuneration received in 2025 by Andrew Rennie in respect of the period to 24 November 2025). The chart for the CFO
shows the remuneration received by Edward Jamieson in respect of 2025 for the period to 18 September 2025.
No LTIP award was due to vest for Andrew Rennie for the performance period ending in 2025.
Nicola Frampton was only appointed as Interim CEO from 24 November on a salary of £650,000. However, given the short period that she served as Interim CEO a
separate chart for Nicola has not been included and her remuneration as Interim CEO has not been aggregated with the remuneration received by Andrew Rennie as
CEO for the period to 24 November.
£0
£400,000
£800,000
£1,200,000
£1,600,000
£2,000,000
2024
actual
45.52%
2024
maximum
2025
maximum
2025
actual
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Alignment of performance and remuneration 2025
PBT – Linked to financial KPI
Personal Objectives – Linked to business strategic plan
Sustainability – Linked to Sustainability strategy
EPS growth – Linked to financial KPI
Relative TSR – Linked to financial KPI
Annual bonus
Incentivise annual delivery of financial and
operational goals linked to the Company’s strategy
LTI P
Aligned to main strategic objectives
of delivering sustained profitable growth
EPS growth 70%
Relative TSR 30%
PBT growth 65%
Personal objectives 25%
Sustainability 10%
Directors’ Remuneration Policy
This part of our Directors’ Remuneration
Report sets out the Directors’ Remuneration
Policy (the ‘Policy’) for the Company which,
as required under the provisions of the
Companies Act 2006 and Schedule 8 of the
Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations
2008 as amended (‘the Regulations’), the
Company will be submitting to shareholders
for approval at the AGM on 23 April 2026.
The Policy, once approved, will take effect
from that date. The previous Policy was
approved by shareholders at the General
Meeting held on 30 June 2023.
The key changes proposed are as follows:
• Introduce the ability for Executive
Directors to receive restricted shares in
addition to performance shares under the
LTIP but without increasing the total fair
value of awards being granted.
• Increase the standard notice period for
Executive Directors from six months to
12 months.
In addition, minor changes to the wording to
clarify certain elements have been made and
the ability to grant premium priced options
has been removed (although any subsisting
premium priced options can still be settled
under the Policy).
The Policy has been developed and designed
to meet the following objectives:
• clarity: maintain transparency, clear
alignment with shareholder value and
promotion of long-term, sustained
performance;
• predictability: ensure that performance
targets for variable pay are stretching but
achievable, specific and measurable, the
quantum of reward reflects both Company
and individual performance, and there are
appropriate award caps and Committee
discretions in place;
• support for the Company’s business
strategy by aligning the Executive
Directors’ incentives with the Company’s
growth objectives;
• simplicity: ensure that the remuneration
structures avoid unnecessary complexity
and are easy to understand for participants;
• risk is appropriately managed: variable
pay should drive performance within the
Company’s risk appetite and encourage
a prudent and balanced approach to the
business;
• alignment to culture: the remuneration
arrangements encourage the behaviour
from the Executive Directors that the
Committee expects to see throughout the
business; and
• proportionality: the link between individual
awards, the delivery of strategy and long-
term performance of the Company is clear.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
98

Executive Directors’ Remuneration Policy table
Purpose and link to strategy Operation Maximum Performance targets
Base salary
• Reflects the
responsibility level and
complexity of the role
• Reflects skills and
experience over time
• Provides an appropriate
level of basic fixed
income to avoid excessive
risk arising from over-
reliance on variable
income
• Salaries will typically be reviewed
annually
• Set in the context of pay and
employment conditions in the Group
and internal relativities
• Salary levels take periodic account
of pay levels in companies with
similar characteristics and sector
comparators
• Salaries will typically be eligible for
increases on an annual basis with
the rate of increase (in percentage
terms) typically linked to those of
the wider workforce
• If there are significant changes in
responsibility, a change of scope in
a role, a material sustained change
in the size and/or complexity
of the Company or very strong
performance, these may merit base
salary increases beyond those of
the wider workforce
• If pay is set at a discount to the
Company’s normal policy on
appointment, it may be appropriate
to phase an individual towards an
appropriate rate using increases
above those of the wider
workforce based on performance
and experience
• n/a
Pension
• Provides market-
competitive, yet cost-
effective retirement
benefits
• Opportunity for
Executives to contribute
to their own retirement
plan
• Defined contribution or cash
supplement
• HMRC-approved salary sacrifice
arrangement (salary sacrifice for
employee contribution)
• Employer contribution to a pension
arrangement or payment of a cash
allowance in lieu of a pension up to
3% of basic salary
• n/a
In setting the Policy for the Executive
Directors, the Committee also takes into
account a number of different factors:
• The Committee applies the principles
set out in the UK Corporate Governance
Code and also takes into account best
practice guidance issued by the major UK
institutional investor bodies and other
relevant organisations.
• When the Committee determines and
reviews the Policy for the Executive
Directors, it considers and compares it
against the pay, policy and employment
conditions of our employees to ensure that
there is appropriate alignment between
the two.
• The Committee conducts periodic external
comparisons to examine current market
trends and practices and equivalent roles in
similar companies, taking into account their
size, business complexity, international
scope and relative performance to inform
its decisions. However, the Committee
recognises that such data and information
should be used as a guide only and that
there may be a need to phase in changes
over a period of time.
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Purpose and link to strategy Operation Maximum Performance targets
Other benefits
• Provides cost-effective
insured benefits to
support the individual
and their family
• Access to company car to
facilitate effective travel
• Benefits are provided through third-
party providers and include family-
level private medical and up to four
times salary life insurance cover
• Company cars or cash equivalents
provided
• Participation in an HMRC-registered
savings-related share option scheme
on the same terms as other UK-
based employees
• The Committee may offer Executive
Directors other benefits from
time to time on broadly the same
terms as provided to the wider
workforce or, as appropriate, to
enable them to effectively fulfil their
duties. Relocation benefits may be
offered if considered appropriate
and reasonable
• Any business-related expenses
(including tax thereon) may
be reimbursed
• There is no maximum limit
specified but the Committee
reviews the overall cost of the
benefits on a periodic basis. The
value of insured benefits will vary
from year to year, based on the
cost from third-party providers
• n/a
Annual performance bonus
• Incentivise annual
delivery of financial
and operational
goals linked to the
Company’s strategy
• If an Executive Director does not
meet the shareholding requirement,
up to two-thirds of the annual
bonus is paid in cash and one-third
is deferred into shares that will vest
after three years and are subject
to risk of forfeiture. Where an
Executive Director does meet the
shareholding requirement, 100%
of any bonus payable may be paid
in cash
• Dividend equivalents which accrue
on vested shares may be payable
• Clawback and malus provisions apply
• Stretching targets drive operational
efficiency and influence the level
of returns that should ultimately be
delivered to shareholders through
share price and dividends
• The maximum bonus opportunity
is 150% of salary for the CEO and
125% of salary for the CFO and
other Executive Directors
• Bonuses will be subject to a combination of
financial and non-financial targets that are
set by the Committee on an annual basis
• The majority of the bonus will be
measured against financial metrics (e.g.
underlying PBT) with a graduated scale
set around the target
• A minority of the bonus may be set based
on non-financial targets which are aligned
to the key business objectives from year
to year (which can include targets relating
to ESG/Sustainability)
• A minority of each element will be payable
for achieving the threshold performance
level. In relation to financial targets, 20% of
this part of the bonus becomes payable for
achieving the threshold performance target.
In relation to any non-financial measures
used, it is not always practicable to set a
sliding scale for each objective. Where it is,
a similar proportion of the bonus becomes
payable for achieving the threshold
performance level as for financial targets
• Details of the bonus measures and targets
operated each year will be included in the
relevant Directors’ Remuneration Report
Directors’ Remuneration Report continued
Executive Directors’ Remuneration Policy table continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
100

Purpose and link to strategy Operation Maximum Performance targets
2022 Long Term Incentive Plan (‘2022 LTIP’)
• Aligned to main
strategic objectives of
delivering sustained
profitable growth
• Aids retention of senior
management
• Creates alignment
with shareholders
and provides focus on
increasing the Company’s
share price over the
medium term
• Annual grant of PSUs and
RSUs which may be structured
as conditional awards or nil
cost options
• PSUs will be subject to performance
conditions measured over three
years. RSUs will be subject to a
discretionary underpin that guides
the Committee when determining
whether any discretion needs to
be applied to reduce, including to
zero, the final vesting of awards.
The underpin is based on a
holistic review of overall business
performance delivered over the
vesting period, as determined by
the Committee
• An additional two-year post-vesting
holding period applies to all awards
granted to the Executive Directors
• Clawback and malus provisions apply
• Dividend equivalents which accrue
during the vesting period and, where
applicable, post-vesting holding
period may be paid
• Maximum annual opportunity
based on the fair value of awards
(where the fair value of PSUs is
treated as being 50% of the face
value in line with established
practice of applying a 50%
discount when changing from PSUs
to RSUs) of 100% of salary for the
CEO and 87. 5% for the CFO and
other Executive Directors. Within
this overall limit, no more than
75% and no less than 50% of the
fair value of the awards may be
granted as PSUs with the balance
being granted as RSUs such that
the maximum and minimum
opportunity for RSUs is 50% and
25% respectively of the fair value
of awards granted.
• PSUs vest based on three-year
performance against one or more targets.
• Different measures may be set for
future awards but financial targets will
determine vesting in relation to at least
50% of an award
• A maximum of 15% of any award vests
for achieving the threshold performance
level, with 100% of the awards being
earned for maximum performance
• RSUs vest after three years subject to a
discretionary underpin assessed by the
Committee at its discretion
In-employment share ownership requirement
• To provide alignment
between Executives and
shareholders
• To encourage a focus on
sustainable long-term
performance
• Executives are required to retain
shares from the vesting of options
and awards (on an after-tax basis) to
build and maintain a shareholding
equivalent to the required multiple
of salary within five years of joining
• 50% of any shares received on
vesting/exercise of awards under
the Company’s LTIPs and Deferred
Share Bonus Plan (net of tax), will
be placed into a nominee account
until the required share ownership
requirement has been met
• At least 200% of salary holding
for Executive Directors whilst in
employment
• n/a
Post-employment share ownership requirement
• To further strengthen
the alignment
between Executives
and shareholders
• Upon cessation of employment,
Executives are required to maintain
a shareholding for two years
thereafter
• A level equal to the lower of the
in-employment requirement and
the number of shares beneficially
held at cessation
• n/a
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Non-executive Directors’ Remuneration Policy table
Purpose and link to strategy Operation Maximum Performance targets
Non-executive Director fees
• Reflects the value of the
individual’s skills and
experience
• Recognises expected
time commitments and
responsibilities
• The Chair’s fees are set by the
Remuneration Committee. Non-
executive Directors’ fees are set
by the Board
• Fees are reviewed periodically
• Takes into account periodic
external reviews against
companies with similar
characteristics and sector
comparators
• Set in the context of
time commitments and
responsibilities
• A base fee is provided to all
Non-executive Directors with
supplemental fees payable for
chairing the sub-Committees,
for holding the Senior
Independent Director position
or to reflect any additional
responsibilities or duties they
are required by the Board to
undertake
• Non-executive Directors do not
participate in any annual bonus,
share incentive plans or pension
arrangements
• Non-executive Directors shall
be reimbursed for any expenses
(on a gross of tax basis) incurred
in the course of carrying out
their role which are deemed
to be taxable by HMRC (or
equivalent body)
• Fees may be payable in cash
and/or in shares
• The fee levels are reviewed on a
periodic basis, with reference to
the time commitment of the role
and market levels in companies of
comparable size and complexity
• The fee levels will be eligible for
increases from the effective date
of the three-year period that the
Remuneration Policy operates
to ensure they appropriately
recognise the time commitment of
the role, increases to fee levels for
Non-executive Directors in general
and fee levels in companies of a
similar size and complexity
• Flexibility is retained to go over
the above fee levels, if necessary
to do so, to appoint a new Chair
or Non-executive Director of an
appropriate calibre
• n/a
Shareholding guideline
• To provide alignment
between Non-
executive Directors
and shareholders
• Non-executive Directors are
encouraged, but not required, to
own shares in the Company
• To facilitate this, Non-executive
Directors can enter into
arrangements under which
a percentage of their after-
tax fees can be applied to
purchase shares
• n/a • n/a
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
102

Operation of the annual bonus plan,
the deferred share bonus plan and
LTIPpolicy
The Committee will operate the annual bonus
plan, the Deferred Share Bonus Plan (‘DSBP’)
and the 2022 LTIP scheme in accordance with
their respective rules and in accordance with
the Listing Rules and HMRC requirements
where relevant.
Within these rules, the Remuneration
Committee is required to retain a number of
discretions to ensure an effective operation
and administration of these plans. These
discretions are consistent with standard
market practice and include (but are not
limited to):
• who participates in the plans;
• when awards are granted and/or paid;
• the size of an award and/or a payment
(subject to the limits stated in the policy
table above);
• how to determine the level of vesting;
• how to deal with a change of control or
restructuring of the Group;
• how to determine a good/bad leaver for
incentive plan purposes;
• whether to relax or waive the post vesting
holding period and/or the post-employment
shareholding requirement in extenuating
circumstances and/or on compassionate
grounds (such as genuine financial hardship
or on death)
• determining whether or not the underpin
has been met for any restricted shares due
to vest;
• how to determine any adjustments required
in certain circumstances (e.g. rights issues,
corporate restructuring, events and special
dividends); and
• reviewing the performance conditions
(range of targets, measures and weightings)
for the annual bonus plan and LTIP from
year to year.
If certain events occur, such as a material
acquisition or the divestment of a Group
business, the original performance conditions
may no longer be appropriate.
Therefore, the Remuneration Committee
retains the discretion to make adjustments
to the targets and/or set different measures
and alter weightings as they deem necessary
to ensure the conditions achieve their original
purpose, are appropriate in the revised
circumstances and, in any event, are not
materially less difficult to satisfy.
Any use of the above discretions would,
where relevant, be explained in the
Directors’ remuneration report and may,
where appropriate, be the subject of
prior consultation with the Company’s
major shareholders.
Irrespective of whether any performance
condition has been achieved, the Committee
will have discretion under the annual bonus
plan, and 2022 LTIP to scale back the level
of pay-out or vesting that would otherwise
result by reference to the formulaic outcome
alone. Such discretion would only be used
in exceptional circumstances and may be
applied to take into account corporate and/or
personal performance.
Share-settled incentive awards and any
arrangements agreed prior to the effective
date of this policy will remain eligible to vest
or pay out based on their original award
terms. This includes any awards granted
under the DSBP or the 2022 LTIP scheme.
In addition, all arrangements previously
disclosed in prior years’ Directors’
remuneration reports will remain eligible
to vest or become payable on their
original terms.
Clawback and malus provisions
The Company has the right to reduce the
number of shares over which an award was
granted under the DSBP or LTIP where it is
discovered that the award was granted over
too many shares as a result of a material
misstatement in the Company’s accounts,
when there has been an error or reliance
on misleading information when assessing
the size of the award that was granted, and/
or it is discovered that the participant could
reasonably have been dismissed as a result of
his/her misconduct.
The Company may also scale back an award
where the Company suffers a material
downturn in its operational or financial
performance which is at least partly
attributable to management failure; where
the Company has suffered an instance of
corporate failure; and/or where this is a
material failure of risk management and/or
regulatory non-compliance. For performance
periods beginning on or after 31 December
2021, the Company may also scale back
an award where the Company suffers a
serious reputational damage as a result of
management failure and/or where there is
unreasonable failure to protect the interests
of employees and customers.
The Company may also claw back cash bonus
awards or previously vested DSBP and LTIP
awards in accordance with the principles set
out above to ensure that the full value of any
overpayment is recouped.
In these circumstances, the Committee may
apply clawback within two years of the
payment of the cash bonus or date of grant
of a DSBP award or within three years of the
vesting of an LTIP award.
Balance between fixed and variable pay
The performance-related elements of
remuneration are dependent upon the
achievement of outcomes that are important
drivers of sustainable growth for the business
and therefore the creation of value for
shareholders.
Choice of performance metrics
Our investments in supply chain, digital
innovation and the customer experience are
all designed to improve the profitability of
the overall system, reach new customers and
drive repeat business from existing customers.
However, neither system sales nor statutory
revenue are appropriate performance
measures, because the former is significantly
influenced by franchisees, and the latter is
affected by the volatility of food costs.
As a result, underlying profit before tax is
used as the main performance metric in the
annual bonus plan, as this captures both the
growth and the efficiency of the business.
Part of the annual bonus is also subject to
strategic objectives.
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A combination of relative TSR and growth
in underlying EPS has been used for LTIP
awards in previous years. The underlying EPS
measures the Company’s success in delivering
long-term profit growth, a key contributor to
the Company’s valuation, and was considered
by the Committee to be the most appropriate
measure of long-term financial performance.
It is also used by the Board to determine
success in executing our strategy and our
dividend policy.
Relative TSR helped align management’s and
shareholders’ interests, since the Executives
would only be rewarded to the extent that the
Company delivered a return to shareholders
above that of the median company of
comparable size, with full vesting on this
measure requiring top quartile performance.
From 2026, performance conditions for
performance share awards will include an
additional target based on cumulative Free
Cash Flow over a three-year performance
period to incentivise and reward efficient
capital management discipline.
All incentives are capped, other than
for the impact of share price, in order
that inappropriate risk-taking is neither
encouraged nor rewarded. For financial
targets, a sliding scale is applied, with a
very modest amount being payable for
threshold levels of performance.
A number of the Company’s non-financial
strategic objectives have been incorporated
into the annual bonus for Executive Directors
and will be applied on an individual basis for a
minority of the overall bonus opportunity.
These objectives will also be measured on a
sliding scale of performance where possible.
The Committee will review the continued
appropriateness of the annual bonus (and,
if applicable, awards granted under the LTIP
in the 2023 financial year) performance
conditions on an annual basis to ensure that
they remain aligned to the Company’s strategy.
The Committee will make necessary changes
to the weightings of measures and/or
introduce new measures which they believe
would provide a closer link to the business
strategy within the confines of the policy
detailed above. Shareholder dialogue would
take place, as appropriate, should there be
any material change of emphasis in relation to
current practices.
How employees’ pay is taken
intoaccount
Pay and conditions elsewhere in the Group
were considered when finalising the current
policy for the Executive Directors. In
particular, the Committee is updated on salary
increases for the general employee population,
Company-wide benefit provisions, level of
annual bonuses and staff participation in
long-term incentive schemes, so it is aware of
how the total remuneration of the Executive
Directors compares with the average total
remuneration of employees generally.
The Committee does not formally or directly
consult with employees on Executive pay
but does receive periodic updates from the
Group’s People Director. The Committee
is also informed of the results of colleague
engagement surveys, which do not contain
any specific questions related to Executive
Director remuneration. The most recent
survey continues to show high levels
of colleague engagement, with reward
continuing to be an important attribute of
their job. As previously reported, the Board
decided that engagement with the workforce
for the purposes of Principle 5 of the UK
Corporate Governance Code is best achieved
through a designated Non-executive Director.
Executive remuneration has been discussed
at workforce forum meetings held in 2025.
How the Executive Directors’
Remuneration Policy relates to
theGroup
The Remuneration Policy described above
provides an overview of the structure that
operates for the most Senior Executives
in the Group, with a significant element of
remuneration dependent on Company and
individual performance.
A lower aggregate level of incentive payment
applies below Executive Director level, driven
by market comparatives, internal relativities
and the potential impact of the role. The vast
majority of the Group’s employees participate
in an annual bonus plan, with the limits and
performance conditions varying according
to job grade.
How is risk managed in relation to
short and long-term incentives?
The Committee believes that the
consideration and management of risk
is important when formulating and then
operating appropriate remuneration
structures (notably the performance criteria)
for senior management. The majority of the
members of the Committee are also members
of the Audit & Risk Committee, whose
Chair is also a member of the Remuneration
Committee. The Remuneration Committee
has a good understanding of the key risks
facing the business and the relevance
of these to the remuneration strategy,
most particularly when setting targets for
performance-related pay.
In line with the Investment Association’s
Guidelines on Responsible Investment
Disclosure, the Remuneration Committee
ensures that the incentive structure for
Executive Directors and senior management
will not raise ESG risks by inadvertently
motivating irresponsible behaviour, and
remuneration design can be flexed to
address ESG issues when appropriate.
The Committee has due regard to
issues of general operational risk
when structuring incentives.
The clawback provisions (see page 113) in
respect of annual bonuses and long-term
share plans also provide the Committee with
a mechanism to recover monies in certain
circumstances.
Share ownership requirements and the design
of the 2022 LTIP help to ensure that the
Executive Directors have a strong personal
focus on long-term sustainable performance,
heavily driven by the relative and absolute
returns delivered to shareholders.
How shareholders’ views
are taken into account
The Committee considers shareholder
feedback received around the AGM and
analyses the votes cast on the relevant
items of business. This feedback, plus views
received during meetings with institutional
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Domino's Pizza Group plc
Annual Report & Accounts 2025
104

shareholders and their representative bodies,
is considered as part of the Company’s annual
review of remuneration policy.
The Committee also consults with its key
shareholders whenever appropriate. The
Committee has consulted with its key
shareholders on the proposed policy and
on the changes to the LTIP to allow for
the grant of restricted shares in addition
to performance shares. The Company has
historically enjoyed strong support from
shareholders in relation to remuneration.
Details of shareholder voting at the at the
General meeting in 2023 and Annual General
Meeting 2025 are shown on page 111.
Investors who wish to discuss remuneration
issues should contact the Company Secretary.
Service contracts and policy on exit
The Committee reviews the contractual terms
for new Executive Directors to ensure that
these reflect best practice.
Service contracts are normally entered into
on a rolling basis, with notice periods given
by the employing company normally limited
to 12 months or less. Should notice be served
by either party, the Executive can continue
to receive basic salary, benefits and pension
for the duration of their notice period, during
which time the relevant Group company may
require the individual to continue to fulfil their
current duties or may assign a period of garden
leave. An Executive Director’s service contract
may be terminated without notice and without
any further payment or compensation,
save for sums accrued up to the date of
termination, on the occurrence of certain
events of gross misconduct. If the Company
terminates the employment of an Executive
Director in breach of contract, compensation
is limited to salary due for any unexpired
notice period and any amount assessed by the
Committee as representing the value of other
contractual benefits which would have been
received during the unexpired notice period.
A departing Executive Director may receive a
payment in lieu of notice ('PILON') if they do
not work their full notice period irrespective
of the reason for leaving. Any PILON would
reflect the value of the leaver’s base salary
and contractual benefits during the unserved
portion of the leaver’s notice period.
The Committee may pay reasonable
outplacement and legal fees, nominal
consideration for agreeing to non-solicitation
and confidentiality clauses, provide D&O
insurance cover for a specified period following
termination and repatriation assistance where
considered appropriate. The Committee may
also pay any statutory entitlements or settle
or compromise claims in connection with a
termination of employment, where considered
in the best interests of the Company.
With regard to the circumstances under
which the Executive Directors might leave
service, these are described below with a
description of the anticipated payments
under the annual bonus and LTIP:
Remuneration
element
‘Bad’ leaver
(e.g. resignation and dismiss for cause)
‘Good’ leaver
(e.g. death, ill health, retirement, redundancy and any other reason if the Committee so decides)
Bonus
(in year)
Immediately forfeited on the
date of cessation.
Normally reduced pro rata to reflect proportion of performance period elapsed
(provided performance conditions are met), unless the Committee decides that
no reduction (or a smaller reduction) is appropriate in any particular case.
Bonus
(deferred shares)
Immediately lapse on the date
of cessation.
Awards shall vest on the normal vesting date, unless the Committee otherwise
determines that the award shall vest on the date of cessation (or such later date
as the Committee specifies), and in either case to such extent as the Committee
determines.
Long-term incentive
entitlements 2022 LTIP
(other than premium
priced options)
Immediately lapse on the date
of cessation.
Awards will ordinarily vest on the normal vesting date based on performance
tested over the full performance period and time pro rata based on the period
of time after the grant date and ending on the date of cessation, unless the
Committee determines otherwise (i.e. early vesting on cessation, and/or such
other later date as the Committee specifies, or the Committee decides time
proration is inappropriate in any particular case and shall increase the number of
vested shares).
Premium priced options
under the 2022 LTIP
Immediately lapse on the date of
cessation.
There are no automatic ‘good’ leavers with the Committee having discretion in
all circumstances to treat a participant as a ‘good’ leaver which will normally be
limited to death, ill health and disability.
Awards will ordinarily vest subject to meeting the EPS underpin on the normal
vesting dates on a pro-rata basis reflecting the period of time worked between
the grant date and the date of cessation, unless the Committee determines
otherwise (i.e. early vesting on cessation and/or the Committee determines
that time proration is inappropriate in any particular case and shall increase the
number of vested shares).
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Any share-based entitlements granted to an Executive Director under the Company’s LTIP schemes or bonus entitlement under the annual
performance bonus will be determined based on the relevant plan rules.
On a change of control:
• there is no enhancement to contractual terms;
• any unvested awards would vest subject to an assessment of any performance conditions;
• on early vesting, the Committee would assess the extent to which the performance conditions are satisfied on such reasonable basis as it may
decide, and awards would also be subject to time pro-rating unless the Committee decides to apply a lesser (or no) reduction; and;
• vested awards will normally be released from any holding period.
Non-executive Director remuneration
The Non-executive Directors are not employed under service contracts and have contracts for services with a notice period of three months.
Non-executive Directors do not receive compensation for loss of office. Each of the Non-executive Directors is appointed for a fixed term of
three years, renewable for a further three-year term if agreed and subject to annual re-election by shareholders.
The following table shows details of the terms of appointment for the Non-executive Directors:
Appointment date Date most recent term commenced Expected date of expiry of current term
Ian Bull 19 April 2019 19 April 2025 19 April 2028
Natalia Barsegiyan 16 September 2020 16 September 2023 16 September 2026
Tracy Corrigan 5 May 2022 5 May 2025 5 May 2028
Mitesh Patel 1 June 2024 1 June 2024 1 June 2027
Robyn Perriss
1
1 July 2025 1 July 2025 1 July 2028
1. Robyn Perriss joined the Board as a Non-executive Director with effect from 1 July 2025.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
106

Recruitment and promotion policy
When facilitating an external recruitment or an internal promotion, the Committee would apply the following principles:
Remuneration element Policy
Base salary Salary levels will be set based on the experience, knowledge and skills of the individual and in the context of market
rates for equivalent roles in companies of a similar size and complexity. The Committee would also consider Group
relativities when setting base salary levels.
The Committee may set initial base salaries below the perceived market rate with the aim to make multi-year staged
increases to achieve the desired market position over time. Where necessary these increases may be above those of
the wider workforce, but would be subject to continued development in the role.
Benefits and pension Would be as provided to current Executive Directors.
The Committee would consider meeting the cost of certain reasonable relocation expenses and legal fees as
necessary.
Annual bonus The annual bonus would be operated in line with that set out in the policy table for current Executive Directors.
For a new joiner, the bonus would be pro-rated for the period of service during the financial year of their
appointment.
Due to the timing or nature of the appointment, the Committee may determine it necessary to set different or
modified performance conditions for the first year of appointment.
Long-term incentives Participation would be in accordance with the information set out in the policy table.
Awards may be made on or shortly after an appointment, subject to prohibited periods. Different performance
conditions may be set as appropriate.
Any new appointment would be eligible to participate in the all-employee share option arrangements on the same
terms as all other employees.
For internal promotions, existing awards would continue over their original vesting period and will remain subject to
their terms as at the date of grant.
Additional incentives
on appointment
The Committee would assess whether it is necessary to buy out remuneration which would be forfeited from a
previous role on termination.
The Committee would, where possible, seek to offer a replacement award which can be in cash, Company shares or
awards over Company shares, taking into account the structure, quantum, time horizons and relevant performance
conditions which would impact on the expected value of the remuneration to be forfeited.
The Committee would use the existing remuneration plans where possible, although it may be necessary to grant
outside of these schemes using exemptions permitted under the Listing Rules.
Other payments The Committee may compensate a newly appointed Executive Director for reasonable advisory fees in relation to
their appointment, other relevant contractual rights forfeited when leaving their previous employer and/or any other
remuneration foregone as a result of leaving their previous employer.
External appointments
The Committee recognises that Executive Directors may be invited to become Non-executive Directors in other companies and that these
appointments can enhance their knowledge and experience to the benefit of the Company. Subject to pre-agreed conditions, and with prior
approval of the Board, each Executive Director is permitted to accept one appointment as a Non-executive Director in another listed company.
The Executive Director is permitted to retain any fees paid for such service.
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Illustration of remuneration scenarios
The charts below illustrate the total remuneration for the Chief Executive Officer and Chief Financial Officer based on the policy under four
different scenarios – minimum, target, maximum and maximum with a 50% share price growth. For the charts included for the first year of
operation of the Policy, the data for:
1. The CEO is based on the current package of the Interim CEO and assumes that she will remain in post for the full year (receiving bonus and
LTIP in line with the maximum allowable under the Policy with the LTIP split, in fair value terms, 50% as PSUs and 50% as RSUs)
2. The CFO is based on the proposed package for the CFO but assuming that he will have been in position from 16 March 2026 with the same
split of LTIP as the Interim CEO
Interim Chief Executive Officer Chief Financial Officer
Minimum Ta r g et Maximum Max with 50%
share price growth
for LTIP
£0
£500
£1,000,000
£1,500,000
£2,000,000
Remuneration (£’000s)
£2,500,000
Fixed pay Fixed PayAnnual bonus Annual Bonus Long Term IncentivesLong Term Incentives
£1,719
£1,186
£502
£2,031
100%
42%
25%
33%
29%
35%
36%
25%
29%
46%
Remuneration (£’000s)
£2,633
£3,120
£1,820
£683
Minimum Ta r g et Maximum Max with 50%
share price growth
for LTIP
£0
£500,000
£1,000,000
£1,500,000
£2,000,000
£2,500,000
£3,000,000
£3,500,000
27%
35%
37%
37%
47%
31%
38%100% 26% 22%
Assumptions:
Minimum – comprises fixed pay being the value of 2026 base salary (as at the beginning of the year), 2025 benefits (annualised for the CEO)
and a 3% pension allowance.
Target – minimum plus a bonus pay-out and LTIP vesting, both at 50% of the maximum.
Maximum – minimum plus max bonus and max LTIP.
Maximum with 50% share price growth – maximum with the normal annual LTIP element being 1.5 times max LTIP.
No account has been taken of any prospective dividend equivalents to be paid on vested share awards.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
108

Implementation of Remuneration Policy
Role and membership
The Committee is responsible for the Chair’s and the Executive Directors’ remuneration, and also oversees the remuneration packages of other
Senior Executives. The remuneration and terms of appointment of the Non-executive Directors are determined by the Board as a whole.
The Chair and the Chief Executive Officer are consulted on proposals relating to the remuneration of relevant Senior Executives and, when
appropriate, are invited by the Remuneration Committee to attend meetings but are not present when their own remuneration is considered.
Other Non-executive Directors may also attend meetings by invitation.
The Company Secretary acts as Secretary to the Remuneration Committee. The role of the Remuneration Committee is set out in its Terms of
Reference, which are reviewed annually and can be found on the Group’s website, https://investors.dominos.co.uk. The Remuneration Committee
normally meets up to four times in each year and additionally as circumstances dictate. During the year, the members of the Remuneration
Committee and their attendance at the meetings were:
Name Member since Attendance
Matt Shattock 16 March 2020 2 of 2
Ian Bull 19 April 2019 4 of 4
Natalia Barsegiyan 16 September 2020 4 of 4
Tracy Corrigan 11 March 2025 2 of 2
Lynn Fordham 16 September 2020 3 of 3
Mitesh Patel 11 March 2025 4 of 4
Robyn Perriss 1 July 2025 2 of 2
• reviewed and approved the Directors’
remuneration report;
• received presentations from management
on gender pay reporting;
• received presentations from management
on pay and benefits of the wider workforce.
Implementation of Remuneration
Policy for 2026
Base salary
The base salary or the Interim CEO has been
set at of £650,000 per annum. The salary
of the new CFO on joining the Board on 16
March 2026 will be £475,000 per annum.
Benefits and pension
Benefits in kind provided for Executive
Directors are principally a company car
provision or an allowance in lieu of company
car, mobile telephone, life insurance cover
and private health cover for Executive
Directors and their families. Executive
Directors will receive cash in lieu of pension
allowance of 3% of base salary.
External adviser
Advice on Executive remuneration and
share schemes is received from the
executive compensation practice of Alvarez
& Marsal (‘A&M’) who were appointed by
the Committee based on their experience
and expertise. A&M is a member of the
Remuneration Consultants’ Group and is a
signatory to its Code of Conduct, requiring
the advice it provides to be objective and
impartial. During the year, A&M did not
provide any other services to the Company
except in relation to senior management
remuneration matters and therefore the
Committee is comfortable that the advice
provided was independent. Fees charged by
A&M for advice provided to the Committee
during the year amounted to £191,196
(excluding VAT ) (2024: £148,649) charged
predominantly on a time and materials basis.
What has the Remuneration
Committee done during the year?
The Remuneration Committee met four
times during the year to consider and, where
appropriate, approve key remuneration items
including the following:
A) Management of
individualremuneration
• reviewed and approved Executive Directors’
and senior management base salaries and
benefits and a revised fee for the Chair;
• reviewed the termination arrangements for
Andrew Rennie and Edward Jamieson and
the proposed remuneration arrangements
for Andrew Andrea;
• reviewed year-end business performance
and performance-linked rewards in order
to determine annual bonus pay-outs and
vesting of long-term incentives;
• reviewed the share ownership of the
Executive Directors against the targets set
in the Remuneration Policy;
• approved long-term incentive awards made
in 2025 under the 2022 LTIP and Savings-
related Share Option Scheme.
B) Governance of the
remunerationprogramme
• monitored guidance from institutional
shareholder bodies on Executive pay and
considered the application of the revised
UK Corporate Governance Code;
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Annual Performance Bonus (‘APB’)
The maximum bonus opportunity for the Interim CEO and incoming CFO for 2026 will be 150% and 125% of salary, respectively.
The APB provides a focus on the delivery of the stretching targets that are set by the Committee following consideration of the Company’s
annual operating plan by the Board each year and there is a threshold level of performance below which no award is paid.
The performance conditions for the APB for the 2026 financial year will be based both on achieving and exceeding the Group’s underlying PBT
growth targets set by the Board (65% of bonus for the CEO and CFO) and on achieving individual business objectives (35% of bonus for the
CEO and CFO) which support the business plan. Included within the 35% of bonus attributed to business objectives, 10% is allocated to ESG/
sustainability targets.
The underlying PBT measure is based on internally set targets and pays out 20% at threshold (95% of target) rising on a pro-rata basis to 50%
pay-out at target with full payment only due if we achieve 105% of target.
For 2026, strategic objectives will be set by the Committee linked to the Company’s strategic goals. Where appropriate, individual objectives are
also set on a sliding scale based around a target.
The Committee considers that the performance targets in relation to the APB are commercially sensitive and therefore will not be disclosed
on a prospective basis, but intends that the targets and outcomes are disclosed in the Directors’ remuneration report once they are no longer
considered sensitive, as has been its practice in recent years.
Two-thirds of any bonus payments will be made in cash, with the remaining third deferred into Company shares which will vest after three years,
during which time they remain subject to risk of forfeiture.
Long-Term Incentive Plan (‘LTIP’)
It is intended that the Interim CEO and, once appointed, the CFO, will receive LTIP awards in 2026 as set out in the following table.
PSUs as a percentage of salary RSUs as a percentage of salary
Fair value Face value Fair value Face value
Interim CEO 50% 100% 50% 50%
CFO 43.75% 87. 5% 43.75% 43.75%
PSUs will vest after three years, subject to three independent performance metrics as follows:
35%: EPS growth
35% of the PSUs will be subject to an EPS growth target for the 2028 financial year. The Committee will set performance points for threshold,
target and stretch, with vesting of 10%, 50% and 100% at the relevant performance point. Straight-line vesting will be applied between
performance points.
35%: Free cash flow
35% of the PSUs will be subject to a cumulative Free Cash Flow target over the 2026 to 2028 financial years. The Committee will set
performance points for threshold, target and stretch, with vesting of 10%, 50% and 100% at the relevant performance point. Straight-line
vesting will be applied between performance points.
30%: Relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance against
the constituents of the FTSE 250 Index, excluding investment trusts, over three financial years.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
110

Ranking of the Company’s TSR Vesting (% of TSR part of award)
Below median 0%
Median 15%
Upper quartile or higher 100%
Straight-line vesting in between the performance points above.
The RSUs will vest after three years subject to a discretionary underpin assessed by the Committee at its discretion.
Non-executive Directors’ fees
Non-executive Directors’ fees are reviewed annually. The Chair’s fee is reviewed by the Committee and the Non-executive Directors’ fees are
reviewed by the Board. The following are the fee structures agreed for 2025 and 2026:
2025 2026
Chair
1
£375,000 p.a. £375,000 p.a.
Non-executive Director base fee £80,000 p.a. £80,000 p.a.
Audit & Risk Committee Chair fee £30,000 p.a. £30,000 p.a.
Remuneration Committee Chair fee £30,000 p.a. £30,000 p.a.
Nomination & Governance Committee Chair fee £nil £nil
Sustainability Committee Chair fee £20,000 p.a. £20,000 p.a.
Senior Independent Director fee £25,000 p.a. £25,000 p.a.
Workforce nominated NED fee £20,000 p.a. £20,000 p.a.
1. The Chair fee for Matt Shattock was set at £504,000 per annum. On Ian Bull’s appointment as Chair on 24 April 2025, the Chair fee was at £375,000 per annum.
Non-executive Directors’ fees reflect the level of experience and time commitment required for their roles.
Statement of shareholder voting
The voting results for the last vote on the Annual Report on Remuneration (at the 2025 AGM) and Directors’ Remuneration Policy (at the
General Meeting held on 30 June 2023 (‘2023 GM’) were as follows:
Annual Report on Remuneration
(2025 AGM)
Remuneration Policy
(2023 GM)
Total number of votes % of votes cast Total number of votes % of votes cast
For 326,199,068 98.99% 246,079,757 76.70%
Against 3,337,509 1.01% 74,762,707 23.30%
Total votes cast (for and against) 329,536,577 100% 320,842,464 100%
Votes withheld
1
11,806 – 44,109,026 –
Total votes cast (including withheld votes) 329,548,383 – 364,951,490 –
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
111
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Audited information
The information presented from this section up until the unaudited information heading on page 116 represents the audited section of this report.
Single total remuneration figure for each Executive Director
52 weeks ended 28 December 2025 (and 52 weeks ended 29 December 2024)
£000 Salary
Benefits
4
and
supplements Bonus LTIP vesting
5
Pension Other
Total
remuneration Total fixed
Total
variable
Current
Nicola Frampton
1
2025 54 1 – – 1 – 56 56 –
Former
Andrew Rennie
2
2025 713 11 – – 21 – 745 745 –
2024 775 12 529 – 23 – 1,339 810 529
Edward Jamieson
3
2025 284 9 – – 9 – 302 302 –
2024 380 14 212 12 11 – 629 405 224
1. Nicola Frampton was appointed as interim CEO from 24 November 2025. Her base salary was increased on a temporary basis to £650,000 per annum and her bonus
opportunity was increased on a pro rata basis to 200% of base salary. No other changes were made to her remuneration arrangements.
2. Andrew Rennie stepped-down from the Board on 24 November 2025. Details of his remuneration on leaving are shown on page 113.
3. Edward Jamieson stepped-down from the Board on 18 September 2025. Details of his remuneration on leaving are shown on page 113.
4. The value of benefits relates primarily to the provision of a company car allowance and, if applicable, health cover.
5. As noted on page 92 of the 2024 Annual Report, the Committee had estimated the vesting outcome of LTIP awards made in October 2022 using the share price 29 December
2024 of 307.6 pence, resulting in a value of £162,078 for Edward Jamieson. The Committee assessed the actual performance in October 2025 and determined that no shares
would vest from the LTIPs awarded in October 2022. Accordingly, the comparative number in the single figure table shown above has been adjusted accordingly.
Single total remuneration figure for each Non-executive Director
52 weeks ended 28 December 2025 (and 52 weeks ended 29 December 2024)
£000 Fees Benefits and supplements Total remuneration
Matt Shattock
1
2025 162 – 162
2024 504 – 504
Natalia Barsegiyan 2025 117 – 117
2024 92 – 92
Ian Bull 2025 297 – 297
2024 125 – 125
Tracy Corrigan 2025 100 – 100
2024 88 – 88
Elias Diaz Sese
1
2025 40 – 40
2024 72 – 72
Lynn Fordham
1
2025 89 – 89
2024 112 – 112
Mitesh Patel
2
2025 87 – 87
2024 42 – 42
Robyn Perriss
2
2025 49 – 49
2024 – – –
1. Matt Shattock left the Board on 24 April 2025, Elias Diaz Sese left the Board on 1 July 2025 and Lynn Fordham left the Board on 17 September 2025.
2. Mitesh Patel joined the Board on 1 June 2024, and Robyn Perriss joined the Board on 1 July 2025.
Directors’ Remuneration Report continued
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Annual Report & Accounts 2025
112

Defined contribution pensions
Executive Directors receive pension
contributions to a personal pension fund
or in cash. In the year ended 28 December
2025, Andrew Rennie, Nicola Frampton (for
the period when she was Interim CEO) and
Edward Jamieson each received a pension
allowance of 3% of salary which totalled
£21,404, £924 and £8,531 respectively.
Changes to the Board (including
payments to past directors and
compensation for loss of office)
Leaving arrangements for
AndrewRennie
Andrew Rennie stepped down from the
role of Chief Executive Officer of DPG and
from the DPG Board with effect from 24
November 2025, and remained an employee
of the Company until 24 November 2025 (the
'Termination Date') and received his salary
and normal benefits in the period up until the
Termination Date.
Andrew will be paid £415,425 as pay in lieu
of notice (inclusive of salary, car allowance
and pension entitlements during his notice
period), less any necessary withholdings
for income tax or National Insurance
contributions. This amount will be paid in
two instalments (of which £207,713 was
paid in 2025) and will be reduced if Andrew
obtains new employment during his notice
period.
Andrew was treated as a good leaver
under the rules of the DPG 2022 Share
Plan (the '2022 Share Plan') meaning that
his outstanding PSUs did not lapse on the
Termination Date, and will instead continue
subject to the 2022 Share Plan rules and
would vest on the normal vesting dates.
The PSUs will be subject to assessment
of the applicable performance conditions
determined by the Remuneration Committee
at the normal vesting date and time pro-rating
based on the period starting on the date of
grant and ending on the Termination Date
relative to the normal vesting period.
In accordance with the 2022 Share Plan rules,
a two-year post vesting holding period will
apply to Andrew’s outstanding PSUs.
As Andrew was treated as a good leaver
under the rules of the 2022 Share Plan, his
outstanding deferred bonus awards did not
lapse on the Termination Date, and instead
will vest on the normal vesting dates without
time pro-rating. The outstanding deferred
bonus awards will remain exercisable for a
period of 12 months following vesting.
Andrew was treated as a good leaver under
the rules of the DPG Annual Bonus Plan
(the 'ABP') meaning that he would remain
eligible to receive a bonus in respect of the
2025 financial year, subject to performance
conditions. Any such bonus would be
pro-rated for the financial year up to the
Termination Date and paid fully in cash on the
normal bonus payment date.
LTIP, deferred bonus and ABP awards will
remain subject to the relevant scheme rules,
including malus and clawback provisions and
change of control.
No further awards will be granted under
the 2022 Share Plan or ABP. All Andrew’s
Premium Priced Options lapsed on the
Termination Date.
Andrew received a capped contribution of
£5,000 plus VAT towards legal fees incurred
in connection with his departure.
Leaving arrangements
for Edward Jamieson
Edward Jamieson stepped down from
the role of Chief Financial Officer of DPG
and from the DPG board with effect from
18 September 2025, and remained an
employee of the Company until 18 September
2025 (the 'Termination Date') and received his
salary and normal benefits in the period until
the Termination Date.
Edward will be paid £212,000 as pay in lieu
of notice, less any necessary withholdings
for income tax or National Insurance
contributions, inclusive of salary, car
allowance and pension entitlements during
his notice period. This amount will be paid in
six monthly instalments (of which £120,133
was paid in 2025) and will be reduced if
Edward obtains new employment during
that period.
Edward was treated as a good leaver under
the rules of the 2022 Share Plan (the '2022
Share Plan') meaning that his outstanding
PSUs did not lapse on the Termination Date,
and will instead continue subject to the 2022
Share Plan rules and will vest on the normal
vesting dates. The PSUs will be subject to
assessment of the applicable performance
conditions determined by the Remuneration
Committee at the normal vesting date and
time pro-rating based on the period starting
on the date of grant and ending on the
Termination Date relative to the normal
vesting period.
In accordance with the 2022 Share Plan rules,
a two-year post vesting holding period will
apply to Edward’s outstanding PSUs.
As Edward was treated as a good leaver
under the rules of the 2022 Share Plan, his
outstanding deferred bonus awards did not
lapse on the Termination Date, and instead
will vest on the normal vesting dates without
time pro-rating. The outstanding deferred
bonus awards will remain exercisable for a
period of twelve months following vesting.
Edward was treated as a good leaver under
the rules of the DPG Annual Bonus Plan
(the ABP') meaning that he would remain
eligible to receive a bonus in respect of the
2025 financial year, subject to performance
conditions. Any such bonus would be
pro-rated for the financial year up to the
Termination Date and paid fully in cash on the
normal bonus payment date.
LTIP, deferred bonus and ABP awards will
remain subject to the relevant scheme rules,
including malus and clawback provisions and
change of control.
No further awards will be granted under
the 2022 Share Plan or ABP. All Edward’s
Premium Priced Options lapsed on the
Termination Date.
DPG will cover the reasonable costs of
outplacement support up to £60,000
(excluding VAT but including all
disbursements). Edward will also receive
a capped contribution of £5,000 plus VAT
towards legal fees incurred in connection
with his departure. He will retain his work
mobile phone and laptop.
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Details of variable pay earned in the year
Annual bonus plan
Andrew Rennie (CEO) had a bonus opportunity of 150% and Edward Jamieson (CFO) had a bonus opportunity of 125% of salary. The bonus was
based 65% on financial metrics, with the remaining 35% based on individual strategic scorecards (25% of total opportunity) and a Sustainability
scorecard (10% of total opportunity).
Assessment of financial metrics
Performance hurdle Targets set for year (underlying PBT) Actual performance achieved Resulting bonus out-turn
Growth in underlying profit before tax of
between 95% of target (20% pay-out) and
105% or more (full pay-out). Graduated scale
operates between performance points.
Threshold: £102.98m
Target: £108.4m
Maximum: £113.82m
Underlying PBT was
£91.2m
Nil
No annual bonus is paid unless the underlying PBT target has been achieved. Accordingly, no bonus will be paid to the Executive Directors
serving during 2025.
LTIP awards performance testing
Elias Diaz Sese and Edward Jamieson received LTIP awards in March 2023, and Andrew Rennie received LTIP awards in August 2023, details of
which are as set out on page 100 of the 2023 Annual Report. Of the 582,502 shares initially awarded to Elias Diaz Sese, 412,979 shares subject
to the award lapsed on Elias Diaz Sese ceasing to be Interim CEO and the maximum number that could vest subject to performance was 169,523.
Similarly, of the 243,185 shares initially awarded to Edward Jamieson, 39,718 shares subject to the award lapsed on Edward Jamieson ceasing to
be CFO and the maximum number that could vest subject to performance was 203,467.
These awards have for the purposes of the single figure table, been determined to vest as follows:
70%: EPS performance
Metric
Actual
performance
Threshold
vesting
Target
vesting
Stretch
vesting
% of EPS
element vesting
% of total
award vesting
2025 24.38p 25.0p 28.75p
underlying diluted EPS 17.5p (10% vesting) (50% vesting) (100% vesting) Nil Nil
30%: TSR performance
Metric
Actual
performance
Threshold
vesting
Target
vesting Stretch vesting
% of EPS
element vesting
% of total
award vesting
Ranking of Company’s TSR
to 28 December 2025
109 of 142
companies
Median
(15% vesting)
Upper quartile
(100% vesting)
Upper quartile
(100% vesting)
Nil Nil
Normal LTIP awards granted during the year
Details of the normal performance-based grants made under the 2022 LTIP during the year to Andrew Rennie and Edward Jamieson are
summarised below:
Executive Date of grant Type of award
Basis of
determining award
size (as a % of salary)
Total number
of shares subject
to awards
Face value
of award¹
Vesting %
at threshold
Andrew
Rennie
18 March 2025 Performance-based structured
as conditional share award
Face value
of 200%
530,749 £1,550,000 10-15%
Edward
Jamieson
18 March 2025 Performance-based structured
as conditional share award
Face value
of 175%
230,704 £673,750 10-15%
1. Based on the average of the mid-market price of the Company’s shares on the five business days prior to the grant date being 292.04p.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
114

The conditional share awards are subject to the following performance conditions:
70%: EPS growth
EPS Targets (pence per share
for the 2027 financial year)
Vesting
(% of EPS part of award)
Threshold 18.5 10%
Target 19.0 50%
Stretch 22.8 100%
Straight-line vesting in between the performance points above.
30%: Relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance against the
constituents of the FTSE 250 Index over the three-year period starting 1 January 2024, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR
Vesting
(% of TSR part of award)
1
Below median 0%
Median 15%
Upper quartile or higher 100%
1. Straight-line vesting in between the performance points above.
In choosing underlying EPS and TSR as the metrics, the Committee has sought to provide a balance between incentivising delivery against
our key measure of success in delivering profitable growth (underlying EPS) and aligning the Executive Directors and senior management with
shareholders through a TSR measure.
Deferred Bonus Share Awards granted during the year
Details of the share awards for deferred bonuses for the 2024 financial year for Andrew Rennie and Edward Jamieson are summarised below:
Executive Date of grant Type of award
Basis of determining
award size (as a proportion
of annual bonus)
Total number
of shares subject
to awards Face value of award
Andrew Rennie 18 March 2025 Deferred share bonus award
structured as a nil cost option
One-third of annual
bonus
60,393 £176,372
1
Edward Jamieson 18 March 2025 Deferred share bonus award
structured as a nil cost option
One-third of annual
bonus
24,177 £ 70,608
1
1. Based on the average of the mid-market price of the Company’s shares on the five days prior to the grant date being 292.04p.
Vesting of LTIP (Conditional share) awards is subject to the achievement of performance conditions and the rules of the relevant plans. Vesting
of the premium priced options is subject to the achievement of the EPS underpin and the rules of the relevant plan. DSBP and Sharesave awards
vest subject to continued employment only.
Directors’ shareholdings
To reinforce the linkage between Senior Executives and shareholders, the Company has adopted a shareholding policy that applies to Executive
Directors under its long-term incentive arrangements. The Executive Directors are required to retain sufficient shares from the vesting of awards to
build up and retain a personal shareholding worth an equivalent of a minimum of 200% of base salary. It is expected that the required shareholding
will be built up over a maximum of five years. The Committee has discretion to waive the shareholding requirement in exceptional circumstances.
Once attained, a subsequent fall below the required level may be taken into account by the Committee when determining the grant of future awards.
The Committee has decided that vested but unexercised LTIP awards and awards made under the DSBP shall count (assuming the sale of
sufficient shares to fund the employee’s tax and NI obligations) towards this target.
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Legally owned shares
at 28 December 2025
(or earlier date of cessation)
Legally owned shares
at 29 December 2024
(or earlier date of cessation)
Shares subject to
performance conditions
(Conditional shares and
premium priced options)
1,2
Share awards not or
no longer subject to
performance conditions
Market value
of shareholding
as a % of salary
3
Executive Directors
Andrew Rennie
4
15,000 15,000 658,115 83,961 12.85%
Edward Jamieson
4
92,416 90,383 336,627 54,994 52.17%
Nicola Frampton
5
29,382 – 469,950 103,277 7.76%
Non-executive
Directors
Matt Shattock
4
500,000 500,000 – – n/a
Natalia Barsegiyan 20,000 20,000 – – n/a
Ian Bull 109,500 72,000 – – n/a
Tracy Corrigan – – – – n/a
Elias Diaz Sese
4
756,908 756,908 – – n/a
Lynn Fordham
4
60,000 60,000 – – n/a
Mitesh Patel
5
38,350 – – – n/a
Robyn Perriss
5
4,760 – – – n/a
1. This includes the total number of shares subject to premium priced options (being 469.950 for Nicola Frampton) in addition to the maximum number of shares that can
potentially be acquired under the normal LTIP awards. Premium priced options awarded to Andrew Rennie and Edward Jamieson lapsed on cessation of employment.
2. Vesting of LTIP (Conditional share) awards is subject to the achievement of performance conditions (growth in EPS and relative TSR) over a three-year period and the rules
of the relevant plans. Vesting of the premium priced options is subject to the achievement of the EPS underpin over a three- to five-year period and the rules of the relevant
plan. DSBP and Sharesave awards vest over a three-year period subject to continued employment only.
3. Based on a share price of 171.65p prevailing at the end of the financial year and the number of shares in which the Director has a beneficial interest, and calculated on the
annual salary. Shares held in the Deferred Share Bonus Plan are accounted for net of tax and National Insurance contributions.
4. Matt Shattock stepped-down from the Board on 24 April 2025, Elias Diaz Sese stepped-down from the Board on 1 July 2025, Lynn Fordham stepped-down from the Board
on 17 September 2025, Andrew Rennie stepped-down from the Board on 24 November 2025 and Edward Jamieson stepped-down from the Board on 18 September 2025.
5. Mitesh Patel joined the Board on 1 June 2024, Robyn Perriss joined the Board on 1 July 2025 and Nicola Frampton joined the Board as Interim CEO on 24 November 2025.
Unaudited information
Dilution limits
The Company operates within best practice guidelines published by the Investment Association. These broadly provide that where new issue
shares are used to satisfy awards made under employee share schemes, the aggregate number of shares placed under award (disregarding any
awards which have lapsed) across all such schemes operated by the Company should not exceed 10% of the Company’s issued share capital in any
ten-year rolling period. The Company currently satisfies vesting share awards by using market purchased shares, and there is no current intention
to issue shares to satisfy future awards. The 2022 LTIP, which was approved by shareholders at the AGM on 5 May 2022 and amended at a General
Meeting held on 30 June 2023, provides that discretionary shares awards shall not exceed 5% of issued share capital over a 10-year period.
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
116

CEO remuneration
Year ended Chief Executive Officer
Total remuneration
£000
Annual bonus
(% of max)
LTIP vesting
(% of max)
28 December 2025
1
Nicola Frampton 56 0% –
28 December 2025
1
Andrew Rennie 745 0% –
29 December 2024 Andrew Rennie 1,339 45.52% –
31 December 2023 Andrew Rennie 778 53.32% –
31 December 2023 Elias Diaz Sese 1,032 53.32% –
25 December 2022
2
Elias Diaz Sese 378 92.88% –
25 December 2022
3
Dominic Paul 782 0% –
26 December 2021 Dominic Paul 1,440 56.81% –
27 December 2020
4
Dominic Paul 1,081 73.4% –
27 December 2020
4
David Wild 450 80.1% 11.55%
29 December 2019 David Wild 694 0% –
30 December 2018 David Wild 699 0% 10.21%
31 December 2017 David Wild 1,394 50.91% 90.95%
25 December 2016
5
David Wild 4,482 81% 100%
1. Andrew Rennie was the CEO until 24 November when he was succeeded by Nicola Frampton as Interim CEO.
2. Elias Diaz Sese was the Interim CEO until 7 August 2023 when he was succeeded by Andrew Rennie.
3. Dominic Paul was the CEO until 10 October 2022 when he was succeeded by Elias Diaz Sese.
4. David Wild was the CEO for the first four months of 2020 and was succeeded by Dominic Paul on 1 May 2020.
5. The first LTIP awards granted to David Wild that became capable of vesting based on performance ending in FY16 were in 2014 and these have been included in the above table.
CEO pay ratio
In the UK & Ireland, we are the clear number-one pizza delivery business, delivering pizzas to customers through our stores, which are almost
entirely operated through our franchisee partners (90%). Our UK & Ireland workforce is made up of our 566 colleagues in our SCCs, where we
manufacture dough and act as a scale and expert wholesaler of other food and non-food supplies to our franchisees; our 404 colleagues in our
Support Office functions and 1,622 customer-facing colleagues in our corporate stores.
We apply the same reward principles for all – that overall remuneration should be competitive when compared to similar roles in other
companies from where we recruit.
For customer-facing roles, we benchmark with other quick service retailers and the wider retail market, and for colleagues in our SCCs and
Support Office, we benchmark against the applicable market for that role. For our CEO, we benchmark against other FTSE 250 companies,
taking into account their size, business complexity, scope and relative performance.
Employee involvement in the Group’s performance is encouraged, with colleagues participating in discretionary bonus schemes relevant for their
role; a Save-As-You-Earn scheme is in operation for all UK-based employees with more than three months’ service and long-term incentives are
provided through the Group’s discretionary share schemes to selected Executives and managers.
117
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Given our workforce profile, all three of the CEO pay ratio reference points compare our CEO’s remuneration with that of colleagues in either
store or SCC roles. Additionally, we know that year-to-year movements in the pay ratio will be driven largely by our CEO’s variable pay outcomes.
These movements will significantly outweigh any other changes in pay within the Company.
Whatever the CEO pay ratio, we will continue to invest in competitive pay for all colleagues. The Committee believes that the median pay ratio
is consistent with the Group’s pay philosophy and progression policies.
We have chosen to use Option C to calculate the CEO pay ratio. This utilises data required for the gender pay gap reporting, which has been
extended to include all UK colleagues in all our wholly owned stores; with colleagues at the three quartiles identified from this work and their
respective single figure values calculated as at 28 December 2025.
This methodology was chosen given the complexity of obtaining information from multiple payrolls and with the variation in working hours and
pay and benefit rules. We have used additional pay data and calculation methodologies to minimise the differences in pay definitions between the
CEO single total remuneration figure and gender pay reporting data, and agreed these with Alvarez & Marsal, who have been assisting with this
work. To ensure the data accurately reflects individuals at the relevant quartiles, we have checked the colleagues immediately above and below.
To calculate the CEO single figure remuneration for 2025 for the purpose of the pay ratio analysis, we have used the aggregated remuneration
for the CEO and the Interim CEO in respective of the periods they worked as the CEO during the year.
The total pay and benefits of UK colleagues at the 25th, 50th and 75th percentile and the ratios between the Chief Executive Officer and these
colleagues are as follows:
Year ended Chief Executive Officer 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
2025 Option C 26:1 24:1 12:1
2024 Option C 41:1 37:1 23:1
2023 Option C 75:1 55:1 33:1
2022 Option C 51:1 38:1 19:1
2021 Option C 80:1 44:1 26:1
2020 Option C 72:1 42:1 28:1
2019 Option C 43:1 23:1 15:1
25th percentile 50th percentile 75th percentile
Total pay and benefits (FTE) £30,913 £33,231 £65,810
Total salary (FTE) £29,451 £31,680 £59,194
Directors’ Remuneration Report continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
118

Total Shareholder Return
The graph below illustrates the Company’s TSR performance over the 10 financial years to 28 December 2025, plotted against the TSR
performance of the FTSE 250 Index (excluding investment trusts) over the same period.
TSR reflects movements in the share price, adjusted for capital events and assuming all dividends are re-invested on the ex-dividend date. The FTSE
250 Index (excluding investment trusts) has been selected for this comparison because i) this is the index in which the Company’s shares have been
quoted since admission to the Official List and ii) it forms the comparator group for the TSR performance condition used for the Group’s LTIP awards.
300
250
200
150
100
50
0
December
2015
December
2016
December
2017
December
2018
December
2019
December
2020
December
2021
December
2022
December
2023
December
2024
December
2025
Value (£) (rebased)
Source: Datastream
FTSE 250 (excl. investment trusts) Domino's Pizza Group
This graph shows the value, by 28 December 2025, of £100 invested in Domino’s Pizza Group plc on 28 December 2015, compared with the
value of £100 invested in the FTSE 250 (excl. investment trusts) Index on the same date. The other points plotted are the values at intervening
financial year ends.
Both 28 December 2015 and 28 December 2025 were non-trading days, so the share price from the closest available date in the period has been used.
119
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Percentage change in the remuneration of the Board Directors
2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 2019/2020
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Executive Directors
Nicola Frampton
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Andrew Rennie
2
(8.0%) (8.6%) (100%) 138.5% 133% 118% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
3
n/a n/a n/a n/a n/a n/a 229% 166% 133% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Edward Jamieson
4
(25.3%) (28.0%) (100%) 2.2% (3.8%) 0.5% 490% 333% 160% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-executive Directors
Matt Shattock
5
(67.9%) n/a n/a 4.6% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a n/a n/a n/a
Natalia Barsegiyan
6
27.2% n/a n/a 13.6% n/a n/a 5% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Ian Bull
7
137.6% n/a n/a 43.7% n/a n/a 8.8% n/a n/a 0% n/a n/a (24.2%) n/a n/a 45.8% n/a n/a
Tracy Corrigan
8
13.6% n/a n/a 27. 5% n/a n/a 68% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
9
(44.4%) n/a n/a 166.6% n/a n/a (49%) n/a n/a (18.5%) n/a n/a 0% n/a n/a 30% n/a n/a
Lynn Fordham
10
(20.5%) n/a n/a 28.7% n/a n/a 8.8% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Mitesh Patel
11
107.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Robyn Perriss
12
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Group employees average 2.24% 0.16% 18.58% (6.01%) (21.83%) (13.59%) 8.3% 8.45% 35.9% 5.11% (3.64%) (16.97%) 5.9% (1.6%) 4.9% 6.1% 4.1% 119.7%
Directors’ Remuneration Report continued
1. Nicola Frampton was appointed to the Board as Interim CEO on 24 November 2025.
2. Andrew Rennie was appointed to the Board on 1 August 2023, was appointed as Chief Executive Officer on 8 August 2023 and left the Board on 24 November 2025.
3. Elias Diaz Sese was appointed the Interim Chief Executive Officer on 10 October 2022 and ceased to be Interim Chief Executive Officer on 7 August 2023. His 2023
percentage changes are calculated using the 2023 remuneration received as Interim Chief Executive Officer to 7 August 2023, compared with his 2022 remuneration
received as Interim Chief Executive Officer from 10 October 2022.
4. Edward Jamieson joined the Board as Chief Financial Officer on 17 October 2022 and left the Board on 18 September 2025.
5. Matt Shattock left the Board on 24 April 2025.
6. Natalia Barsegiyan was appointed SID on 18 September 2025.
7. Ian Bull was appointed Chair on 24 April 2025. Fees for Ian Bull in 2024 included a one-off fee of £20,000 for project-related support provided during the year.
8. Tracy Corrigan was appointed to the Board on 5 May 2022.
9. Elias Diaz Sese was a NED until he was appointed the Interim Chief Executive Officer on 10 October 2022. He then became a NED again when he ceased to be Interim
Chief Executive Officer on 7 August 2023. His Director’s fee for 2023 was the amount of NED fee received from 7 August 2023 to 31 December 2023. His NED fee in 2024
covered the full financial year. He left the Board on 1 July 2025.
10. Fees for Lynn Fordham in 2024 included one-off fees of £20,000 each for project-related support provided during the year. Lynn left the Board on 17 September 2025.
11. Mitesh Patel was appointed to the Board on 1 June 2024.
12. Robyn Perriss was appointed to the Board on 1 July 2025.
Domino's Pizza Group plc
Annual Report & Accounts 2025
120

Percentage change in the remuneration of the Board Directors
2024/2025 2023/2024 2022/2023 2021/2022 2020/2021 2019/2020
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Executive Directors
Nicola Frampton
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Andrew Rennie
2
(8.0%) (8.6%) (100%) 138.5% 133% 118% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
3
n/a n/a n/a n/a n/a n/a 229% 166% 133% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Edward Jamieson
4
(25.3%) (28.0%) (100%) 2.2% (3.8%) 0.5% 490% 333% 160% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-executive Directors
Matt Shattock
5
(67.9%) n/a n/a 4.6% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a n/a n/a n/a
Natalia Barsegiyan
6
27.2% n/a n/a 13.6% n/a n/a 5% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Ian Bull
7
137.6% n/a n/a 43.7% n/a n/a 8.8% n/a n/a 0% n/a n/a (24.2%) n/a n/a 45.8% n/a n/a
Tracy Corrigan
8
13.6% n/a n/a 27. 5% n/a n/a 68% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
9
(44.4%) n/a n/a 166.6% n/a n/a (49%) n/a n/a (18.5%) n/a n/a 0% n/a n/a 30% n/a n/a
Lynn Fordham
10
(20.5%) n/a n/a 28.7% n/a n/a 8.8% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Mitesh Patel
11
107.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Robyn Perriss
12
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Group employees average 2.24% 0.16% 18.58% (6.01%) (21.83%) (13.59%) 8.3% 8.45% 35.9% 5.11% (3.64%) (16.97%) 5.9% (1.6%) 4.9% 6.1% 4.1% 119.7%
The table above shows the percentage change in salary, benefits and annual bonus for each of the Board Directors who worked part or all of
2025. These are compared with the equivalent year-on-year changes averaged across Group employees and expressed on a per capita basis.
As the parent company does not have any employees other than Directors, it is not possible to provide a percentage change in their pay and
therefore the comparison is to the Group as a whole.
Relative importance of spend on pay
2025 2024 % change
Staff costs* (£m) 99.7 80.4 24.0
of which Directors’ pay (£m) 2.8 2.9 (3.4)
Dividends and share buybacks** (£m) 63.5 68.3 (7.0)
Underlying PBT*** (£m) 91.2 107.3 (15.0)
* Year-on-year movements in staff costs are set out in note 7 on page 158.
** Dividends and share buybacks are included on a cash basis.
*** As shown on page 134.
Underlying PBT was chosen as a comparator as it reflects the profit generated by the Group’s continuing operations, virtually the whole of which
leads to cash generation. This therefore creates the opportunity for the Board to re-invest in the Group’s business, or make distributions to
shareholders, or both. It is the same comparator as used in prior years’ remuneration reports.
On behalf of the Board
NATALIA BARSEGIYAN
CHAIR OF THE REMUNERATION COMMITTEE
9 March 2026
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Directors’ Report
The Directors present the statutory financial statements for the Group for
the 52 weeks ended 28 December 2025.
Together, this information is intended to
provide a fair, balanced and understandable
analysis of the development and performance
of the Group’s business during the year, and
its position at the end of the year, its strategy,
likely developments and any principal
risks and uncertainties associated with the
Group’s business.
The sections of the Annual Report dealing
with corporate governance, the reports of
the Nomination & Governance Committee,
Sustainability Committee, Audit & Risk
Committee, and the Directors’ Remuneration
Report set out on pages 94 to 121 inclusive
are hereby incorporated by reference into this
Directors’ report.
For the purposes of compliance with DTR
4.1.5R(2) and DTR 4.1.8R, the required
content of the management report can be
found in the Strategic report and Directors’
report including the sections of the
Annual Report and Accounts incorporated
by reference.
Group results
The Group’s statutory profit for the period
was £59.0m (2024: £90.2m). This is after a
taxation charge of £22.1m (2024: £34.7m).
The financial statements setting out the
results of the Group for the 52 weeks ended
28 December 2025 are shown on pages 134
to 203.
Dividends
The Directors recommend the payment of a
final dividend of 7.7p per Ordinary share, to
be paid on 8 May 2026 to members on the
register at the close of business on 7 April
2026 (ex-dividend date 2 April 2026), subject
to shareholder approval. The total dividend in
respect of the period will be 11.3p compared
with 11.0p for the previous year, an increase
of 3%.
Share capital
As at 28 December 2025, there were
384,868,623 Ordinary shares in issue.
All issued Ordinary shares are fully paid-up.
The Ordinary shares are listed on the
London Stock Exchange and can be held in
certificated or uncertificated form.
Holders of Ordinary shares are entitled to
attend and speak at general meetings of the
Company, to appoint one or more proxies
and, if they are corporations, corporate
representatives who are entitled to attend
general meetings and to exercise voting
rights.
On a show of hands at a general meeting
of the Company, every holder of Ordinary
shares present in person or by proxy and
entitled to vote shall have one vote, unless
the proxy is appointed by more than one
shareholder and has been instructed by
one or more shareholders to vote for the
resolution and by one or more shareholders
to vote against the resolution, in which case
the proxy has one vote for and one vote
against. This reflects the position in the
Shareholders’ Rights Regulations 2009 which
amended the Companies Act 2006. On a
poll, every member present in person or by
proxy and entitled to vote shall have one
vote for every Ordinary share held. None of
the Ordinary shares carry any special voting
rights with regard to control of the Company.
The Articles specify deadlines for exercising
voting rights and appointing a proxy or
proxies to vote in relation to resolutions to
be passed at the AGM. The relevant proxy
votes are counted and the number for, against
or withheld in relation to each resolution are
announced at the AGM and published on the
Company’s website after the meeting.
There are no restrictions on the transfer of
Ordinary shares in the Company other than
certain restrictions that may be imposed from
time to time by the Articles, law or regulation
and pursuant to the Listing Rules whereby
certain Directors, officers and employees
require approval to deal in Ordinary shares of
the Company. The Group is not aware of any
agreements between holders of securities
that may result in restrictions on the transfer
of Ordinary shares.
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 to
include the disclosure of likely future developments in the Strategic report (on pages 2 to 61),
which includes the following:
Pages
Chief Executive Officer’s review 12 to 14
Purpose, vision and values 6
Business model 18 and 19
Strategy 22 to 23
Market context 16 and 17
Key performance indicators 24 and 25
Description of how we engage with our stakeholders and workforce 58 and 60
Section 172 statement 57
Sustainability report (including Streamlined Energy and Carbon reporting) 40 and 56
Financial review 26 and 31
Risk management, principal risks and uncertainties, and viability statement 32 and 39
Domino's Pizza Group plc
Annual Report & Accounts 2025
122

Shares held by employee share trusts
The Group has had an Employee Benefit
Trust (‘EBT’) for a number of years, the
Trustee of which is CSC Fiduciary Services
(Jersey) Limited. As at 28 December 2025,
the EBT held 3,710,846 shares, which are
used to satisfy awards under employee share
schemes. The voting rights in relation to
these shares are exercisable by the Trustee;
however, in accordance with best practice
guidance, the Trustee abstains from voting.
Dividend waivers
A dividend waiver is in force in relation to
shares in the Company held by the EBT (see
previous paragraph), which relates to a total
of 3,710,846 shares.
Purchase of own shares
At the 2025 AGM, a special resolution was
passed to authorise the Company to make
purchases on the London Stock Exchange
of up to 10% of its Ordinary shares for
the year under review. The Company may
engage in share buybacks to create value for
shareholders when cash flows permit and there
is no immediate alternative investment use
for the funds. Shareholders will be requested
to renew this authority at the forthcoming
AGM, to be held on 23 April 2026.
During the year, the Company made
purchases of 9,844,125 Ordinary shares with
a nominal value of £51,271.
Directors and their interests
The Directors in service at 28 December
2025 were Ian Bull, Nicola Frampton, Natalia
Barsegiyan, Tracy Corrigan, Mitesh Patel and
Robyn Perriss. The following resignations
took place within the year, Matt Shattock
resigned effective 24 April 2025; Elias Diaz
Sese resigned effective 1 July 2025; Edward
Jamieson resigned effective 18 September
2025; Lynn Fordham resigned effective
17 September 2025; and Andrew Rennie
resigned effective 24 September 2025. The
following appointments were made during
the year: Robyn Perriss appointed effective
1 July 2025 and Nicola Frampton appointed
effective 24 November 2025.
The biographical details of the present
Directors are set out on pages 62 and 63
of this Annual Report.
The appointment and replacement of
Directors is governed by the Articles of the
Company, the UK Corporate Governance
Code, the Companies Act 2006 and related
legislation. Subject to the Articles of
Association, the Companies Act 2006 and
any directions given by special resolution, the
business of the Company is managed by the
Board, which may exercise all the powers of
the Company.
The interests of Directors and their
immediate families in the shares of the
Company, along with details of options and
awards held by Executive Directors, are
contained in the Directors’ Remuneration
Report set out on pages 94 to 121. Should
any Ordinary shares be required to satisfy
awards over shares, these may be provided
by the EBT.
There have not been any changes in the
interests of the Directors, including share
options and awards, in the share capital of the
Company between the year end and 9 March
2026. None of the Directors have a beneficial
interest in the shares of any subsidiary.
In line with the Companies Act 2006, the
Board has clear procedures for Directors
to formally disclose any actual or potential
conflicts to the whole Board for authorisation
as necessary. All new conflicts are required to
be disclosed as and when they arise.
Substantial shareholdings
As at 9 March 2026, the Company had
been notified, in accordance with the FCA’s
Disclosure, Guidance and Transparency
Rules (DTR 5.3.1R(1)), of the following
holdings of voting rights attaching to the
Company’s shares:
1
Number of shares as at
28 December 2025
% of total voting rights as at
28 December 2025
Number of shares as at
9 March 2026
% of total voting rights
as at 9 March 2026
Abrams Capital Management 29,286,997 7.61% 29,286,997 7.61%
Saray Value Fund SPC 23,500,000 6.11% 26,948,684 7.0 0%
Liontrust Asset Management 21,785,947 5.66% 21,785,947 5.66%
Alberta Investment 21,001,259 5.46% 21,001,259 5.46%
Bank of Montreal 11,599,196 3.01% Below 3% Below 3%
HOLD Alapkezelő Zrt. 11,929,560 3.10% 15,573,530 4.05%
1. % of total voting rights have been calculated using the current issued share capital of 384,868,623 at 28 December 2025 and 384,868,623 at 9 March 2026.
123
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Directors’ Report continued
There is an annual review of conflicts
disclosed and authorisations given. The
register of Directors’ conflicts is maintained
by the Company Secretary.
Directors’ indemnities
The Directors have the benefit of an
indemnity provision contained in the
Articles of Association and a Deed of
Indemnity entered into on 5 May 2022 (the
‘Indemnities’). The Indemnities are qualifying
third-party Indemnities (as defined by section
234 of the Companies Act 2006) and were
in force during the year ended 28 December
2025 and remain in force and relate to certain
losses and liabilities which the Directors may
incur to third parties in the course of acting as
Directors or employees of the Company.
The Group maintained a Directors’ and
Officers’ liability insurance policy throughout
the financial year, although no cover exists
in the event that Directors or officers
are found to have acted fraudulently or
dishonestly. No indemnity is provided for
the Group’s Auditors.
Employees
The Group employed 2,592 people as at
28 December 2025 (2024: 2,058).
Employment policies
The Group is committed to the principle
of equal opportunity in employment. The
Group recruits and selects applicants for
employment based solely on a person’s
qualifications and suitability for the position,
whilst bearing in mind equality and diversity.
It is the Group’s policy to recruit the most
capable person available for each position.
The Group recognises the need to treat all
employees honestly and fairly.
The Group is committed to ensuring that its
employees feel respected and valued and are
able to fulfil their potential, and recognises
that the success of the business relies on their
skill and dedication.
The Group gives full and fair consideration to
applications for employment from disabled
persons, with regard to their particular
aptitudes and abilities. Efforts are made
to continue the employment of those who
become disabled during their employment.
For more information on the Company’s
employment practices, please see page 59.
Anti-bribery and corruption matters
Anti-bribery and corruption
Our Anti-Bribery and Corruption Policy
is shared with all new suppliers and those
undergoing a contract review. If any supplier
were to act in contravention of the standards
of this policy, their contracts with Domino’s
could be terminated immediately. We also
have a separate Due Diligence Policy within
the Anti-Bribery and Corruption Policy
that we use to assess the potential risk of
bribery in a new supplier, and the level of
due diligence required as a result. We have
mandatory training on compliance with our
Anti-Bribery and Corruption Policy.
Speak Up
Our Speak Up Policy encourages colleagues
and third parties to report any genuine
concerns regarding ethical misconduct
and malpractice. It also emphasises the
Company’s zero-tolerance approach to
detrimental treatment against anyone who
does raise concerns. We remain committed
to conducting business in an environment
of openness and transparency with integrity
engrained in everything we do.
We continue to provide access to an
independent, confidential reporting system
available 24 hours, 7 days a week to ensure
that any matters of ethical concern receive an
independent investigation and appropriate
follow-up action.
General information
Annual General Meeting
The notice convening the AGM is contained
in a separate shareholder circular. The 2026
AGM is scheduled to be held at 10am on
23 April 2026 at 1 Thornbury West Ashland,
Milton Keynes, United Kingdom, MK6 4BB.
Full details of the meeting venue will be
included in the 2026 AGM circular and
will be available on our website htt ps://
investors.dominos.co.uk. Any updates to
the position will be communicated via a
regulatory news service and published on the
Company’s website.
Full details of all resolutions to be proposed
are provided in that document. The Directors
consider that all of the resolutions set out in
the Notice of AGM are in the best interests
of the Company and its shareholders as a
whole. The Directors will be voting in favour
of them and unanimously recommend that
shareholders vote in favour of each of them.
Significant agreements and change
of control provisions
The Group judges that the only significant
agreements in relation to its business are the
UK & Ireland Master Franchise Agreement,
the Know How Licence pursuant to which
certain of the Group’s companies are granted
the right to franchise stores and operate
commissaries in the territories by Domino’s
Pizza International Franchising Inc (‘DPI’).
The Group does not have agreements
with any Director or employee that would
provide compensation for loss of office or
employment resulting from a takeover except
that provisions of the Group’s employee
share schemes may cause options and awards
granted to employees, including Directors,
to vest on a change of control. The Group’s
banking arrangements do contain change
of control provisions which, if triggered,
could limit future utilisations, require the
repayment of existing utilisations or lead to a
renegotiation of terms.
Domino's Pizza Group plc
Annual Report & Accounts 2025
124

Articles of Association
The Company’s Articles of Association were
amended by Special Resolution passed on
24 April 2025 at the Annual General Meeting.
The Company’s Articles of Association may
only be amended by a special resolution of
the shareholders in a general meeting.
Political donations
The Company made no political donations in
the year (2024: £nil).
Key performance indicators (‘KPIs’)
Details of the Group’s KPIs can be found on
pages 24 and 25.
Auditors
PwC has signified its willingness to continue
in office as Auditors to the Company. The
Group is satisfied that PwC is independent
and there are adequate safeguards in place
to protect its objectivity. A resolution to
reappoint PwC as the Company’s Auditors
will be proposed at the 2026 AGM.
Directors’ statement of disclosure
of information to Auditors
Having made the requisite enquiries, the
Directors in office at the date of this Annual
Report and Accounts have each confirmed
that, so far as they are aware, there is no
relevant audit information of which the
Group’s Auditors are unaware and each
Director has taken all the steps they ought to
have taken as a Director to make themselves
aware of any relevant audit information and
to establish that the Group’s Auditors are
aware of that information.
Going concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position,
are set out in the Strategic report on pages
2 to 61.
The financial position of the Company, its
cash flows, liquidity position and borrowing
facilities are described in the financial review
on pages 134 to 203.
In addition, notes 24 and 25 to the Group
financial statements include the Company’s
objectives, policies and processes for
managing its capital, its financial risk
management objectives, details of its financial
instruments and hedging activities, and its
exposures to credit risk and liquidity risk.
The Directors have a reasonable expectation
that the Company has adequate resources
to continue in operational existence for
the foreseeable future and have therefore
continued to adopt the going concern basis in
preparing the financial statements. Details of
this assessment can be found in note 2 of the
financial statements.
Cautionary statement
This Annual Report and Accounts contains
forward-looking statements. These forward-
looking statements are not guarantees of
future performance; rather, they are based on
current views and assumptions as at the date
of this Annual Report and Accounts and are
made by the Directors in good faith based on
the information available to them at the time
of their approval of this report.
These statements should be treated with
caution due to the inherent risks and
uncertainties underlying any such forward-
looking information. The Group undertakes
no obligation to update these forward-looking
statements.
By order of the Board
ADRIAN BUSHNELL
COMPANY SECRETARY
9 March 2026
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Statement of Directors’ responsibilities
Statement of Directors’ responsibilities in respect of the financial statements
The Directors are responsible for preparing
the Annual Report and Accounts and the
financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to
prepare financial statements for each financial
year. Under that law, the Directors have
prepared the Group financial statements in
accordance with UK-adopted international
accounting standards and the Company
financial statements in accordance with
United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, comprising FRS
101 ‘Reduced Disclosure Framework’, and
applicable law).
Under 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 Company and of the profit or loss of
the Group for that period. In preparing
the financial statements, the Directors are
required to:
• select suitable accounting policies and then
apply them consistently;
• state whether applicable UK-adopted
international accounting standards have
been followed for the Group financial
statements and United Kingdom
Accounting Standards, comprising
FRS 101, have been followed for the
Company financial statements, subject
to any material departures disclosed and
explained in the financial statements;
• make judgements and accounting estimates
that are reasonable and prudent; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for
safeguarding the assets of the Group and
Company, and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for
keeping adequate accounting records that
are sufficient to show and explain the Group’s
and Company’s transactions, and disclose
with reasonable accuracy at any time the
financial position of the Group and Company,
and enable them to ensure that the financial
statements and the Directors’ remuneration
report comply with the Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for shareholders
to assess the Group’s and Company’s
position and performance, business model
and strategy.
Each of the Directors, whose names and
functions are listed on pages 62 to 63 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 Company financial statements, which
have been prepared in accordance with
United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair
view of the assets, liabilities and financial
position of the Company; and
• the Strategic report includes a fair review
of the development and performance of
the business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the
date the Directors’ Report is approved:
• so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Company’s Auditors are
unaware; and
• they have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that the
Group’s and Company’s Auditors are aware
of that information.
Signed on behalf of the Board
NICOLA FRAMPTON
CHIEF EXECUTIVE OFFICER (INTERIM)
9 March 2026
Domino's Pizza Group plc
Annual Report & Accounts 2025
126

Independent Auditors’ Report
TO THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
Report on the audit of
the financial statements
Opinion
In our opinion:
• Domino’s Pizza Group plc’s group financial
statements and company financial statements
(the “financial statements”) give a true and
fair view of the state of the group’s and of the
company’s affairs as at 28 December 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 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 & Accounts
2025 (the “Annual Report”), which comprise:
• the Group Balance Sheet as at
28 December 2025;
• the Company Balance Sheet as at
28 December 2025;
• the Group Income Statement for the period
then ended;
• the Group Statement of Comprehensive
Income for the period then ended;
• the Group Statement Of Changes in Equity
for the period then ended;
• the Group Cash Flow Statement for the
period then ended;
• the Company Statement of Changes in
Equity for the period then ended; and
• the notes to the financial statements,
comprising material accounting policy
information and other explanatory
information.
Our opinion is consistent with our reporting
to the Audit & 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 5, we
have provided no non-audit services to the
company or its controlled undertakings in the
period under audit.
Our audit approach
Overview
Audit scope
• Full scope audit of the complete financial
information of two components, and
additional audit procedures over 5
components that form the operations of
the Group. This work was conducted by the
PwC Group team.
• In addition to the work performed over the
components outlined above, the PwC Group
team also performed audit procedures for
transactions and balances that arose as part
of the Group’s consolidation process. This
included audit of the business combination
of the step acquisition of Victa DP Limited,
partial disposal of the Group’s investment
in Full House, the impairment review of
goodwill and intangible assets, IFRS 16
accounting, taxation and the Group’s
elimination and consolidation entries.
• Audit coverage obtained from full scope
audits was over 72% of Group revenue.
Key audit matters
• Goodwill impairment assessment of the
Shorecal cash generating unit (“CGU”) (group)
• Impairment assessment of the investment in
subsidiary undertaking of Shorecal (company)
Materiality
• Overall group materiality: £4.6m (2024:
£5.4m) based on 5% of underlying profit
before tax.
• Overall company materiality: £8.0m (2024:
£8.8m) based on 1% of total assets.
• Performance materiality: £3.4m (2024:
£4.1m) (group) and £6.0m (2024: £6.6m)
(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.
The goodwill impairment assessment of the
Shorecal CGU (Group) and the impairment
assessment of the investment in subsidiary
undertaking of Shorecal (Company) are new
key audit matters this year. Valuation of
the reacquired right intangible asset arising
in the Shorecal acquisition and the risk of
impairment of intercompany receivables,
127
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Independent Auditors’ Report continued
which were key audit matters last year, are no longer included because of our change in risk assessment in the current year due to the one-off
nature of the Shorecal acquisition in the previous year, and a change in the area of greatest audit focus in the company audit. Otherwise, the key
audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Goodwill impairment assessment of the Shorecal cash generating unit (“CGU”) (group)
Refer to the Accounting policies set out in
note 2 and note 13 of the Group financial
statements.
The Board prepared a revised five year
forecast for Shorecal which reflected lower
performance than was previously expected
at the time of the acquisition in 2024. This
revised forecast of cash flows included in
the fair value less costs of disposal model
was used to assess impairment and resulted
in an impairment of goodwill of £10.4m.
As part of our audit of management’s impairment assessment and underlying discounted cash
flow model we have performed the following:
• we assessed the design and implementation of controls that relate to the preparation, review
and approval of the estimate;
• we obtained the impairment analyses prepared by management and tested the technical and
arithmetic accuracy to determine if it had been prepared in line with the guidance provided in
IAS 36;
• we used internal valuation experts to determine whether management’s discount rate was
appropriate and we concluded it was within an acceptable range;
• we used internal valuation experts to determine if the long-term growth rate used in the
impairment model of 2% were appropriate based on available information and concluded this
was reasonable;
• we challenged the basis for the short-term forecasts used in the model. This included, but was
not limited to:
We focussed on this area as in order to
determine the recoverable amount, the
Directors are required to use estimation
and therefore these amounts are
susceptible to bias.
– Challenging the number of New Store Openings (‘NSOs’) included in the forecasts when
compared to evidence obtained on securing new leases for FY26; corroborating these to
agreed heads of terms where available. We sensitised for the level of uncertainty around
achieving the forecast number for FY26, however, the impact of one NSO falling into FY27
does not have material impact;
– Challenging the revenue growth rates in terms of ticket price growth and order count with
reference to the historical growth rates and actual performance of the Shorecal corporate
stores in 2026 year to date;
– Challenging management on the growth of utility costs when comparing to external market data
which we considered low, but not unreasonable when considered alongside other assumptions;
– Assessing the assumptions utilised in labour costs; ensuring these reflected the increase in
national minimum wage;
– Assessing food inflation and the assumption that this would be passed through on menu
pricing by assessing historical practice of the DPG Group; and
– reviewing management’s historical accuracy of forecasting.
• we performed sensitivity analysis, including reducing cash inflows, to understand the impact
that reasonably possible changes could have;
• we compared the recoverable amount to other recent sector transactions to provide
independent evidence that these did not contradict the final valuation;
• we also assessed the adequacy of the disclosures made in the financial statements given our
conclusion that a reasonably possible change in assumptions could lead to a further impairment;
• we considered the cost of disposal to be reasonable and comparable to recent disposal costs
the Group incurred for a business of a similar nature and size.
We concluded that the impairment recorded was materially consistent with the available
evidence, the forecasts reflect a market participant’s view of the business, and that the
sensitivity disclosures provided are appropriate and in line with the requirements of IAS 36.
Domino's Pizza Group plc
Annual Report & Accounts 2025
128

Key audit matter How our audit addressed the key audit matter
Impairment assessment of the investment in subsidiary undertaking of Shorecal (company)
Refer to note 1 and note 3 of the Company
financial statements. Given the performance
of the Shorecal business and the impairment
being recognised in respect of the Group
goodwill balance; an impairment trigger
was identified by management for the
Investment in subsidiary of Shorecal.
In order to address the identified risk;
The recoverable amount of the investment
was estimated in order to determine the
extent of the impairment charge.
We evaluated management’s calculation of the recoverable amount of the investment in
Shorecal by verifying that management made the relevant adjustments, such as for debt, to the
cash flows utilised in the Shorecal goodwill impairment assumptions. Please refer to the Key
Audit Matter above for our assessment and challenge over these cash flows.
We focussed on this area as in order to
determine the valuation, the Directors are
required to use estimation in the cashflow
forecasts and therefore these amounts are
susceptible to bias. This is the area that we
spent the greatest amount of audit time and
effort in the company audit.
We reviewed management’s sensitivity analysis on key assumptions, which were consistent with
those used in the goodwill key audit matter above.
We have reviewed the related financial statement disclosures and conclude these to be
reasonable.
How we tailored the audit scope
We tailored the scope of our audit to ensure
that we performed enough work to be able to
give an opinion on the financial statements as
a whole, taking into account the structure of
the group and the company, the accounting
processes and controls, and the industry in
which they operate.
The Group is structured according to the
legal entity structure which is broadly
reflective of the nature of business activity,
for example franchisor activities, corporate
stores, property and centralised functions.
In establishing the overall approach to
the Group audit, we determined the type
of work that needed to be performed for
each reporting component. We determined
that there was one financially significant
component: Domino’s Pizza UK & Ireland
Limited. Accordingly, we determined that
this component, as well as Domino’s Pizza
Group plc parent company, required a full
scope audit of their complete financial
information in order to ensure that sufficient
appropriate audit evidence was obtained.
We also identified certain large or material
balances in other components where audit
procedures were performed. These included:
revenues recorded in Shorecal and Victa
DP, revenues and expenses relating to the
National Advertising Fund and other balance
sheet line items in DPG Holdings Limited, DP
Pizza Limited, and National Advertising Fund.
The Group consolidation, financial statement
disclosures and a number of centralised
functions were audited by the Group audit
team. These included, but were not limited
to, central procedures over corporate
taxation, IFRS 16 accounting, acquisition
accounting, investment disposals, goodwill
and intangible asset impairment assessments.
We also performed Group level analytical
procedures on all of the remaining out of
scope reporting components not designated
as inconsequential to identify whether any
further audit evidence was needed, which
resulted in no extra testing. All audit work
was performed by the Group audit team.
The impact of climate risk on our audit
Climate change risk is expected to have an
impact on the food industry. As explained
in the Sustainability section of the Strategic
report, the Group is mindful of its impact
on the environment and focussed on ways
to reduce climate related impacts as they
continue to develop their plans towards
their Net Zero pathway to 2050. In planning
and executing our audit we considered the
Group’s climate risk assessment process.
The key financial statement line items
and estimates which are more likely to be
materially impacted by climate risks are those
associated with future cash flows, given the
more notable impacts of climate change on
the business are expected to arise in the
medium to long term. The Board monitors
the impact of climate change risk and
opportunities on the Group’s strategy and
business model. This includes the impairment
assessment of goodwill for Shorecal and Victa
DP. The Group has committed to a Science-
Based Target initiative (SBTi) validated
129
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Independent Auditors’ Report continued
climate-based target. The Group’s near-term target is an absolute reduction in Scope 1 and
2 emissions by 42% and an absolute reduction in Scope 3 emissions by 25% versus a 2021
baseline, with a target date of 2031. The Group continues to undertake scenario analysis in
the current period under three different possible climate scenarios, being temperature rises
above pre-industrial levels of 1.5ºC, 2ºC and 3ºC. We discussed with management and the
Audit & Risk Committee that the estimated financial impacts of climate change will need to
be frequently reassessed. Our procedures did not identify any material impact as a result of
climate risk on the Group’s and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements as
a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Financial statements - group Financial statements - company
Overall materiality £4.6m (2024: £5.4m). £8.0m (2024: £8.8m).
How we determined it Based on 5% of underlying profit
before tax
Based on 1% of total
assets
Rationale for benchmark
applied
Underlying profit before tax is a
key measure used by stakeholders
in assessing the performance
of the Group, and is a generally
accepted auditing benchmark.
Total assets is an
appropriate benchmark
for a non-trading
Company.
For each component in the scope of our group audit, we allocated a materiality that is less
than our overall group materiality. The range of materiality allocated across components
was between £1.2m and £4.3m. Certain components were audited to a local statutory audit
materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2024: 75%)
of overall materiality, amounting to £3.4m (2024: £4.1m) for the group financial statements
and £6.0m (2024: £6.6m) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history
of misstatements, risk assessment and aggregation risk and the effectiveness of controls -
and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements
identified during our audit above £0.23m (group audit) (2024: £0.27m) and £0.40m (company
audit) (2024: £0.44m) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment
of the group’s and the company’s ability to
continue to adopt the going concern basis of
accounting included:
• We obtained management’s paper that
supports the Board’s assessment and
conclusions with respect to the disclosures
provided around going concern;
• We discussed with management the
assumptions applied in the going concern
assessment so we could understand
and challenge the rationale for those
assumptions, using our knowledge of the
business;
• We reviewed post year end trading results
to February 2026, and compared to
management’s budget, and considered the
impact of these actual results on the future
forecasts;
• We reviewed management’s severe but
plausible downside sensitivity; assessing
completeness and whether the scenarios
modelled are reflective of the business
risks; and considered the impact on
covenants and liquidity headroom;
• We confirmed the levels of liquidity
available to the Group and assessed this
under the different scenarios and the
associated covenant tests applicable; and
• We have assessed the disclosures and
consider them appropriate.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the group’s and the company’s ability
to continue as a going concern for a period of
at least twelve months from when the financial
statements are authorised for issue.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
However, because not all future events or
conditions can be predicted, this conclusion
is not a guarantee as to the group’s and
the company’s ability to continue as a
going concern.
Domino's Pizza Group plc
Annual Report & Accounts 2025
130

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 December 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 company and their environment
obtained in the course of the audit, we did
not identify any material misstatements in the
Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
directors’ statements in relation to going
concern, longer-term viability and that part
of the corporate governance statement
relating to the company’s compliance with the
provisions of the UK Corporate Governance
Code specified for our review. Our additional
responsibilities with respect to the corporate
governance statement as other information
are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the corporate
governance statement is materially consistent
with the financial statements and our
knowledge obtained during the audit, and
we have nothing material to add or draw
attention to in relation to:
• The directors’ confirmation that they have
carried out a robust assessment of the
emerging and principal risks;
• The disclosures in the Annual Report
that describe those principal risks, what
procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
• The directors’ statement in the financial
statements about whether they considered
it appropriate to adopt the going concern
basis of accounting in preparing them,
and their identification of any material
uncertainties to the group’s and company’s
ability to continue to do so over a period
of at least twelve months from the date of
approval of the financial statements;
• The directors’ explanation as to their
assessment of the group’s and company’s
prospects, the period this assessment
covers and why the period is appropriate;
and
• The directors’ statement as to whether they
have a reasonable expectation that the
company will be able to continue in operation
and meet its liabilities as they fall due over
the period of its assessment, including any
related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement
regarding the longer-term viability of the group
and company was substantially less in scope
than an audit and only consisted of making
inquiries and considering the directors’ process
supporting their statement; checking that the
statement is in alignment with the relevant
provisions of the UK Corporate Governance
Code; and considering whether the statement
is consistent with the financial statements
and our knowledge and understanding of the
group and company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken
as part of our audit, we have concluded
that each of the following elements of the
corporate governance statement is materially
consistent with the financial statements and
our knowledge obtained during the audit:
• The directors’ statement that they consider
the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for the members
to assess the group’s and company’s position,
performance, business model and strategy;
• The section of the Annual Report that
describes the review of effectiveness of
risk management and internal control
systems; and
• The section of the Annual Report
describing the work of the Audit & Risk
Committee.
131
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Independent Auditors’ Report continued
We have nothing to report in respect of our
responsibility to report when the directors’
statement relating to the company’s
compliance with the Code does not properly
disclose a departure from a relevant provision
of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial
statements and the audit
Responsibilities of the directors for
the financial statements
As explained more fully in the Statement
of Directors’ responsibilities 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 company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using
the going concern basis of accounting unless
the directors either intend to liquidate the
group or the company or to cease operations,
or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement
when it exists. Misstatements can arise from
fraud or error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the basis
of these financial statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the group and
industry, we identified that the principal risks
of non-compliance with laws and regulations
related to food safety 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 tax legislation.
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 inappropriate
journal entries, either in the underlying books
and records or as part of the consolidation
process, and management bias in accounting
estimates and judgements. Audit procedures
performed by the engagement team included:
• Challenging assumptions and judgements
made by management in its significant
accounting estimates that involved making
assumptions and considering future events
that are inherently uncertain.
• We also specifically assessed the valuation of
intercompany receivables in the Company, the
valuation assessment of goodwill for Shorecal
and Victa DP CGUs, and recoverability of
the Company’s investment in the Shorecal
Limited. As part of these assessments we
considered the existence of management bias
and performed look back assessments of the
accuracy of prior year estimates;
• Consideration of recent correspondence
with the tax authorities;
• Identifying and testing journal entries, in
particular certain journal entries posted
with unusual account combinations; and
• Testing all material consolidation
adjustments to ensure these were
appropriate in nature and magnitude.
There are inherent limitations in the audit
procedures described above. We are less
likely to become aware of instances of non-
compliance with laws and regulations that are
not closely related to events and transactions
reflected in the financial statements. Also, the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as
fraud may involve deliberate concealment
by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for
testing, rather than testing complete
populations. We will often seek to target
particular items for testing based on their
size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a
conclusion about the population from which
the sample is selected.
A further description of our responsibilities
for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the company’s
members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for
no other purpose. We do not, in giving these
opinions, accept or assume responsibility for
any other purpose or to any other person to
whom this report is shown or into whose hands
it may come save where expressly agreed by
our prior consent in writing.
Domino's Pizza Group plc
Annual Report & Accounts 2025
132

Other required reporting
Companies Act 2006 exception
reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
• we have not obtained all the information
and explanations we require for our audit;
or
• adequate accounting records have not been
kept by the company, or returns adequate
for our audit have not been received from
branches not visited by us; or
• certain disclosures of directors’
remuneration specified by law are not
made; or
• the company financial statements and the
part of the Directors’ Remuneration Report
to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from
this responsibility.
Appointment
We were first appointed by the company for
the financial year ended 29 December 2019.
Our uninterrupted engagement covers seven
financial years.
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.
SARAH PHILLIPS
(SENIOR STATUTORY AUDITOR)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants
and Statutory Auditors
Birmingham
9 March 2026
133
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Group Income Statement
52 WEEKS ENDED 28 DECEMBER 2025
underlying*
Total
Underlying
underlying*
Total
Revenue
3
685.4
–
685.4
664. 5
–
66 4.5
Cost of sales
(370.7)
–
(370.7)
(3 45 . 6)
–
(3 45. 6)
Gross profit
314 .7
–
314 .7
318 .9
–
3 18 .9
Distribution costs
(42 . 2)
–
(4 2 . 2)
(42 .4)
–
(42 .4)
Administrative costs
(1 6 3 . 7)
(21 . 5)
(18 5 . 2)
(155 . 3)
(8.8)
(1 6 4 .1)
Share of post-tax profit of associates and
joint ventures
17
2.4
–
2 .4
3.3
–
3.3
Other income
–
11 . 4
11 . 4
0. 5
26.4
26 .9
Profit before interest and taxation
4
111 . 2
(1 0 .1)
101 .1
125.0
17. 6
142 . 6
Finance income
8
13 . 6
–
13. 6
14 . 0
–
14 . 0
Finance costs
9
(33 . 6)
–
(3 3 .6)
(31.7)
–
(31 .7)
Profit before taxation
91 . 2
(10 . 1)
81.1
10 7. 3
17. 6
1 24 .9
Taxation
10
(22 . 6)
0.5
(2 2 . 1)
( 27. 0)
(7. 7 )
(3 4.7)
Profit for the period
68.6
(9 .6)
5 9. 0
80. 3
9. 9
90.2
– Equity holders of the parent
68.2
(9.6)
58.6
8 0.3
9. 9
90. 2
– Non-controlling interests
0.4
–
0.4
–
–
–
Profit for the period
68.6
(9 .6)
5 9. 0
80. 3
9. 9
90.2
– Basic (pence)
11
17. 6
15.1
20.4
2 2 .9
– Diluted (pence)
11
17. 5
15 .0
20.3
22.8
* Non-underlying items are disclosed in note 6.
The notes on pages 141 to 193 are an integral part of these consolidated financial statements.
Domino's Pizza Group plc
Annual Report & Accounts 2025
134

Group Statement of Comprehensive Income
52 WEEKS ENDED 28 DECEMBER 2025
Profit for the period
5 9. 0
90.2
– (Loss)/gain on investment held through other comprehensive income
25
(3 . 5)
0 .1
– Exchange gain/(loss) on retranslation of foreign operations
3.9
(3 .1)
Other comprehensive income/(expense) for the period, net of tax
0.4
(3. 0)
Total comprehensive income for the period
5 9. 4
8 7. 2
– Equity holders of the parent
5 9. 0
8 7. 2
– Non-controlling interests
0.4
–
Total comprehensive income for the period
5 9. 4
8 7. 2
The notes on pages 141 to 193 are an integral part of these consolidated financial statements.
135
GOVERNANCE
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REPORT

Group Balance Sheet
AT 28 DECEMBER 2025
Intangible assets
13
126. 3
9 8 .1
Property, plant and equipment
14
11 9. 4
10 3 . 5
Right-of-use assets
15
36 .4
20 .8
Lease receivables
15
18 2 .7
1 8 9. 5
Trade and other receivables
16
2 .4
9.1
Investments
25
8.0
11 . 5
Investments in associates and joint ventures
17
12 .0
26 .0
Deferred consideration receivable
22
–
2.0
4 8 7. 2
460. 5
Lease receivables
15
1 7. 7
17. 2
Inventories
18
10 .7
9. 2
Trade and other receivables
16
66.1
6 0.3
Deferred consideration receivable
22
2.0
–
Current tax assets
5.6
3.5
Cash and cash equivalents
19
24 . 6
52. 2
126.7
142 . 4
Total assets
613 .9
6 0 2 .9
Lease liabilities
15
(2 2 .9)
(22.3)
Trade and other payables
20
(12 5 . 0)
(11 8 . 4)
Current tax liabilities
(0 .9)
(1 . 4)
Provisions
23
(1 .7)
(3. 0)
(15 0 . 5)
(145 .1)
Lease liabilities
15
( 2 17. 2)
(207 .4)
Trade and other payables
20
(0. 2)
(0. 5)
Financial liabilities
21
(3 09. 2)
(3 1 7. 7 )
Deferred tax liabilities
10
(2 0.7)
(11 . 7)
Provisions
23
(5. 0)
(2 .7)
(552 . 3)
(540.0)
Total liabilities
(702 . 8)
(68 5 .1)
Net liabilities
(8 8 .9)
(82 .2)
Domino's Pizza Group plc
Annual Report & Accounts 2025
136

Called up share capital
26
2.0
2 .1
Share premium account
71 .9
71 .9
Capital redemption reserve
0.5
0.5
Capital reserve – own shares
(11 . 3)
(10 . 3)
Currency translation reserve
(1 . 8)
(5 .7)
Other reserve
(3. 4)
0 .1
Accumulated losses
(14 6 . 2)
(14 0 . 8)
Total equity shareholders’ deficit
(88.3)
(82 . 2)
Non-controlling interests
(0 .6)
–
Total equity
(8 8 .9)
(82 .2)
The notes on pages 141 to 193 are an integral part of these consolidated financial statements. The financial statements on pages 134 to 193
were approved by the Board of Directors on 9 March 2026 and signed on its behalf by:
NICOLA FRAMPTON
DIRECTOR
9 March 2026
Registered number: 03853545
137
GOVERNANCE
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STATEMENTS
STRATEGIC
REPORT

Group Statement Of Changes in Equity
52 WEEKS ENDED 28 DECEMBER 2025
At 31 December 2023
2.1
4 9. 6
0.5
(1 2 . 5)
(2 . 6)
–
(171 .1)
(13 4 . 0)
–
(13 4 . 0)
Profit for the period
–
–
–
–
–
–
90. 2
90.2
–
90.2
– exchange differences
–
–
–
–
(3 .1)
–
–
(3 .1)
–
(3 .1)
– gain on investments
–
–
–
–
–
0 .1
–
0 .1
–
0.1
for the period
–
–
–
–
(3 .1)
0 .1
90.2
8 7. 2
–
8 7. 2
Proceeds from share issues
–
–
–
0.4
–
–
–
0 .4
–
0.4
Impairment of share issues
1
–
–
–
1.8
–
–
(1. 8)
–
–
–
Share buybacks
26
–
–
–
–
–
–
(26 . 3)
(26 . 3)
–
(26. 3)
Share buyback obligations satisfied
–
–
–
–
–
–
6 .1
6 .1
–
6 .1
Shares issued on acquisition of
subsidiaries
–
22.3
–
–
–
–
–
22.3
–
22.3
Share options and LTIP charge
29
–
–
–
–
–
–
4.0
4.0
–
4.0
Tax on employee share options
–
–
–
–
–
–
0 .1
0 .1
–
0.1
Equity dividends paid
12
–
–
–
–
–
–
(42 . 0)
(42 . 0)
–
(42 . 0)
At 29 December 2024
2.1
71 .9
0. 5
(1 0 . 3)
(5 .7)
0.1
(14 0 . 8)
(82 . 2)
–
(82 . 2)
Profit for the period
–
–
–
–
–
–
58 .6
58 .6
0 .4
5 9. 0
– exchange differences
–
–
–
–
3 .9
–
–
3 .9
–
3.9
– loss on investments
25
–
–
–
–
–
(3 . 5)
–
(3 . 5)
–
(3 . 5)
for the period
–
–
–
–
3 .9
(3 . 5)
58. 6
5 9. 0
0.4
5 9. 4
Impairment of share issues
1
–
–
–
2.3
–
–
(2 .3)
–
–
–
Share buybacks
26
(0 .1)
–
–
–
–
–
(2 0 . 1)
(20 . 2)
–
(20 . 2)
Purchase of own shares
26
–
–
–
(3. 3)
–
–
–
(3. 3)
–
(3 . 3)
Share options and LTIP charge
29
–
–
–
–
–
–
2.2
2.2
–
2.2
Acquisitions
27
–
–
–
–
–
–
–
–
(3 . 2)
(3 . 2)
Tax on employee share options
10
–
–
–
–
–
–
(0.4)
(0.4)
–
(0 .4)
Equity dividends paid
12
–
–
–
–
–
–
(4 3 . 4)
(4 3 . 4)
–
(4 3 . 4)
Capital contribution from non-
controlling interest
27
–
–
–
–
–
–
–
–
2.2
2.2
At 28 December 2025
2 .0
71 .9
0. 5
(11 . 3)
(1 . 8)
(3 .4)
(14 6 . 2)
(88.3)
(0. 6)
(8 8 .9)
1. Impairment of share issues represents the difference between share allotments made pursuant to the Sharesave schemes and the Long Term Incentive Plan (note 29), and
the original cost at which the shares were acquired as treasury shares into Capital reserve – own shares.
The notes on pages 141 to 193 are an integral part of these consolidated financial statements.
Domino's Pizza Group plc
Annual Report & Accounts 2025
138

Group Cash Flow Statement
52 WEEKS ENDED 28 DECEMBER 2025
Profit before interest and taxation
3
10 1 .1
142 . 6
Amortisation and depreciation
4
28.6
21 .7
Impairment
4
11 . 0
–
Share of post-tax profits of associates and joint ventures
17
(2 .4)
(3. 3)
Profit on disposal of property, plant and equipment
–
(0. 2)
Profit on disposal of trade and assets
28
–
(21 .9)
Profit on disposal of interest in associate investment
17
(9. 9)
–
Fair value gain on deemed disposal of previously held interest
27
(1.5)
–
Share option and LTIP charge
29
2.2
4.0
Decrease in provisions
(1 . 4)
(1 .1)
(Increase)/decrease in inventories
(1 . 2)
2.2
Increase in receivables
(1.5)
(8. 2)
Increase in payables
0.5
2.8
Cash generated from operations
125. 5
13 8 . 6
Corporation tax paid
(21 . 6)
(35 .1)
Net cash generated from operating activities
103 .9
10 3 . 5
Purchase of property, plant and equipment
(17. 0)
(11 . 6)
Purchase of intangible assets
(7. 1)
(6 .9)
Proceeds from sale of property, plant and equipment
–
0.5
Net consideration received on disposal of subsidiaries
–
0.2
Proceeds from sale of trade and assets
28
–
32. 8
Proceeds on partial disposal of investment in associate
17
1 7. 6
–
Purchase of investments
25
–
(11 . 4)
Acquisition of subsidiaries, net of cash received
27
(7 .0)
(32 . 5)
Receipt of principal element on lease receivables
15
17. 2
16 . 2
Receipt of interest element on lease receivables
15
12 .7
13. 0
Interest received
0.2
0.8
Other
30
1.9
(1 . 3)
Net cash generated from/(used in) investing activities
18 . 5
(0. 2)
139
GOVERNANCE
FINANCIAL
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STRATEGIC
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Cash inflow before financing
122.4
10 3 . 3
Interest paid
( 1 7. 6)
(16 . 5)
Share purchases
30
(2 0. 1)
(26 . 3)
Consideration received on exercise of share options – employee benefit trust
–
0 .4
New bank loans and facilities draw down
53.0
323.1
Facility arrangement fees paid
(2. 4)
(0 .7)
Purchase of own shares – EBT purchases
30
(3. 3)
–
Repayment of borrowings
(8 0.7)
(306.2)
Repayment of principal element on lease liabilities
15
(2 2 .9)
(20 .7)
Repayment of interest element on lease liabilities
15
(14 . 7)
(14 . 1)
Cash received from non-controlling interest on acquisition of subsidiaries
27
2.2
–
Equity dividends paid
12
(4 3. 4)
(42 .0)
Net cash used in financing activities
(1 4 9. 9)
(10 3 . 0)
Net (decrease)/increase in cash and cash equivalents
( 27. 5)
0.3
Cash and cash equivalents at beginning of period
52 . 2
52 .1
Foreign exchange loss on cash and cash equivalents
(0 .1)
(0 . 2)
Cash and cash equivalents at end of period
24 .6
52 . 2
The cash flow statement has been prepared on a consolidated basis. The notes on pages 141 to 193 are an integral part of these consolidated
financial statements.
Group Cash Flow Statement continued
52 WEEKS ENDED 28 DECEMBER 2025
Domino's Pizza Group plc
Annual Report & Accounts 2025
140

Notes to the Group Financial Statements
52 WEEKS ENDED 28 DECEMBER 2025
1. Authorisation of financial statements and statement of
compliance with IFRS
The financial statements of the Group for the 52 weeks ended 28
December 2025 were authorised for issue by the Board of Directors
on 9 March 2026 and the balance sheet was signed on the Board’s
behalf by Nicola Frampton. The Company is a public limited company
incorporated in the United Kingdom under the Companies Act 2006
(registration number 03853545) and limited by shares. The Company
is domiciled in the United Kingdom and its registered address is 1
Thornbury, West Ashland, Milton Keynes, MK6 4BB. The Company’s
Ordinary shares are listed on the Official List of the FCA and traded on
the Main Market of the London Stock Exchange (‘LSE').
The Group’s financial statements have been prepared in accordance
with UK-adopted international accounting standards, as they apply to
the financial statements of the Group for the 52-week period ended
28 December 2025, and with the requirements of the Companies Act
2006 as applicable to companies reporting under those thresholds.
As permitted by section 408 of the Companies Act 2006, the
income statement and the statement of comprehensive income of
the Parent Company have not been separately presented in these
financial statements.
When referring to the 52 weeks ended 28 December 2025, ‘year’ and
‘period’ are used interchangeably.
The principal accounting policies adopted by the Group are set out in
note 2.
2. Accounting policies
a) Basis of preparation
The material accounting policies which follow set out those policies
which apply in preparing the financial statements for the 52 weeks
ended 28 December 2025. These accounting policies have been
applied consistently, other than where new policies have been
adopted.
The Group financial statements are presented in Sterling and
are prepared using the historical cost basis with the exception of
the other financial assets, investments held at fair value through
other comprehensive income and contingent consideration which
are measured at fair value in accordance with IFRS 13: Fair Value
Measurement.
The Group financial statements have been prepared on a going
concern basis as the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for
the foreseeable future.
The Group operates the Domino’s brand in the UK and Ireland.
A Master Franchise Agreement is in place with Domino’s Pizza
International Inc. The Group remains in material compliance with
requirements and targets under this agreement.
Going Concern
Overview
For the purposes of going concern, the Directors of the Group have
assessed the overall position and future forecasts for the period up
to June 2027. These cash flow forecasts are consistent with those
included in the Group’s viability assessment.
The overall performance of the Group has been resilient throughout
the year in the UK and Ireland, with continued system sales and
reported revenue growth. Increased sales from corporate stores have
more than offset lower supply chain sales volume. Underlying EBITDA
decreased by 7% with the benefits of lower technology costs and
corporate store growth from acquisitions being offset by lower supply
chain centre EBITDA due to lower order count and increase in net
overheads due to investment in our core capacity.
In line with the capital distribution policy, the Group has distributed
excess cash to shareholders during the period. The Group’s net liability
position on a consolidated basis increased from £82.2m to £88.9m.
The Directors of the Group have considered the future position based
on current trading and a number of potential downside scenarios
which may occur, either through reduced consumer spending, reduced
store growth, supply chain disruptions, general economic uncertainty
and other risks, in line with the analysis performed for the viability
statement as outlined in the Directors’ report on page 122.
This assessment has considered the overall level of Group borrowings
and covenant requirements, the flexibility of the Group to react to
changing market conditions and ability to appropriately manage any
business risks.
Liquidity and financing position
The Group has net debt of £284.6m and has committed debt facilities
of £600m which include Sterling-denominated private placement loan
notes of £300m and an unsecured multi-currency revolving credit
facility of £300m. The revolving credit facility expires in July 2030,
and of the US Private Placement loan notes, £200m mature in July
2027 and £100m mature in June 2034.
During the current year the RCF was increased to £300m and its
maturity was extended to July 2030. The margin range above SONIA
(or equivalent) on interest charges has been reduced from 1.85% to
1.65%, when the Group’s leverage is less than 1:1, and from 2.85% to
2.65%, when the Group’s leverage is above 2.5:1. Utilisation fees (from
0.15% when over one-third is utilised to 0.30% when outstanding
loans drawn is more than two-thirds) and commitment fees (35% of
the applicable margin on undrawn amounts) remain unchanged. The
facility has leverage and interest cover covenants, with which the
Group has complied, as set out in note 24.
141
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
a) Basis of preparation continued
Stress testing
In determining the scenarios to be modelled, management considered
the principal risks of the business identified by the Enterprise Risk
Committee, as outlined in pages 33 to 37. The stress testing is based
on our current forecast projections using the FY26 budget and five-
year plan, including any acquisitions and disposals where cash inflows
or outflows are certain. In relation to the identified potential climate
change risk and opportunities set out in our TCFD reporting on pages
52 to 56, the Directors do not believe there would be a material
impact on cash flows in the going concern period.
The following individual scenarios have been modelled:
• A large cyber-attack resulting in declining sales due to inability to
order on ecommerce platform for two weeks
• A decline in consumer spending resulting in 7.5% reduction in
system sales compared to forecast
• Supply chain disruption which may result in:
– Four weeks non-supply of meat in a peak trading period
– Two weeks of production downtime in a peak trading period
• A decline in stakeholder relationships which may result in:
– Reduction in new store openings to half their forecast level
– Failure to attract new talent to support revenue growth, for
example in new products or loyalty initiatives
– Increased royalties payable
In all individual scenarios modelled the Group stays within covenants
limits throughout the going concern period.
Severe but plausible
A ‘severe but plausible’ scenario has been modelled, which includes a
combination of risk factors:
• a 7.5% reduction in system sales compared to the base case; and
• a two-week total loss of sales during peak trading time from either
a significant SCC production disruption or cyber incident.
The result of this modelling demonstrates the Group stays within
covenants limits throughout the going concern period.
Reverse stress testing
Reverse stress testing has been performed separately based on our
main profitability driver, system sales, which is a materially worse
scenario than the combinations described in the scenarios above. This
test concluded that the Group’s currently agreed covenants could only
be breached if a highly unlikely combination of scenarios resulted in
a material annual reduction in system sales greater than 13%, which
goes beyond what is considered in the severe but plausible scenario
and does not include any mitigating actions.
Mitigating actions
The Board has various mitigating actions available in the form of
delays of distributions to shareholders and reduction or delay of
uncommitted discretionary spend which would act to mitigate the
impact of reduced activity if implemented.
Going concern conclusion
Based on this assessment, the Directors have formed a judgement
that there is a reasonable expectation the Group will have adequate
resources to continue in operational existence for the foreseeable
future being at least the 12-month period from the date of this report.
b) Judgements
The following judgements have had a significant effect on amounts
recognised in the financial statements:
Treatment of National Advertising Fund
• Stores within the Domino’s Pizza system contribute into a National
Advertising Fund (‘NAF’) and eCommerce fund (together ‘the
Funds’) designed to build store sales through increased public
recognition of the Domino’s brand and the development of the
eCommerce platform. The Funds are managed with the objective of
driving revenues for the stores and are planned to operate at break-
even with any surplus or deficit carried in the Group balance sheet
(see note 16 for details);
• Whilst commercially and through past practice, the use of the Funds
are directed by franchisees through the operation of the Marketing
Advisory Committee (‘MAC’), the terms of the Standard Franchise
Agreement (‘SFA’) allow the Group to control the Funds. The Group
monitors and communicates the assets and liabilities on a separate
basis; however, from a legal perspective, under the franchise
agreement these assets and liabilities are not legally separated;
as a result, for the purposes of accounting, we consider that we
are principal over the operation of the Funds. For this reason,
contributions by franchisees into the Funds are treated as revenue,
and expenses which are incurred under the Funds are treated as
administrative expenses by the Group. Revenue is recognised to the
extent of costs incurred during the period;
• This results in an increase to statutory revenue and administrative
expenses of the Group. Revenue and cost of sales related to
intercompany transactions from our corporate stores in the UK and
Ireland are eliminated in the Group result; and
• The Funds are presented on a net basis in the balance sheet. The
presentation of the Funds on this basis represents substance over
legal form of the Funds and the cash flows relating to the Funds
are included within ‘Cash generated from operations’ in the Group
statement of cash flows due to the close interrelationship between
the Funds and the trading operations of the Group.
Non-underlying items
• Judgement is required to determine that items are suitably classified
as non-underlying and the values assigned are appropriate (as
included in our non-GAAP performance measures policy).
Domino's Pizza Group plc
Annual Report & Accounts 2025
142

• Non-underlying items relate to significant, in nature or amount,
irregular income or costs, significant impairments of assets,
together with fair value movements and other costs associated
with acquisitions or disposals. These items have been considered
by management to meet the definition of non-underlying items
as defined by our accounting policy and are therefore shown
separately within the financial statements. For details see note 6.
Treatment of head leases and sub leases
• As set out in note 2(j), the Group holds both a head lease with
the landlord, and a sub lease with a franchisee, for the majority
of Domino’s sites in the UK and Ireland. This results in a lease
receivable for the Group as lessor and a lease liability for the
Group as lessee, with interest income and expense recognised
separately. In the majority of cases, terms agreed with landlords
are mirrored in terms agreed with franchisees in a ‘back to back’
sub-lease arrangement, but in certain cases, the terms of sub-leases
with franchisees do not mirror the head-lease with landlords. The
same accounting treatment is applied where the current sub-lease
does not cover substantially all of the right-of-use head-lease, if
management judges that it is reasonably certain the sub-lease will
be renewed to cover substantially all of the right-of-use head-
lease. The contractual extension periods are within the SFA which
each of the stores enters into, which relates solely to the property
address. As the sub-lease and the SFA are entered into at the same
time, the contracts have been linked for the purposes of assessing
extension periods. This is considered a significant judgement as if
the lease terms were not considered extended on the sub lease,
the classification of the sub lease would be treated as an operating
lease under IFRS 16 and therefore would alter the classification of
amounts recognised under the lease.
c) Key sources of critical estimation and assumption
uncertainty
It is necessary for management to make estimates and assumptions
that affect the amounts reported for assets and liabilities as at the
balance sheet date and the amounts reported for revenues and
expenses during the period. The nature of estimation means that
actual outcomes could differ from those estimates.
To determine the fair value of the reacquired rights intangible asset
recognised on the acquisition of Shorecal in April 2024 and Victa in
March 2025, an estimation was required. The valuation was conducted
using the multiple excess earnings method, which considered the net
present value of the forecast post-tax cash flows over the remaining
contractual term of the franchise agreements.
Management tests annually whether Shorecal and Victa goodwill and
indefinite life intangible assets have suffered any impairment through
estimating the recoverable amount of the cash generating units
to which they have been allocated. Key estimates and sensitivities
for impairment of goodwill and indefinite life intangible assets are
disclosed in note 13.
d) Basis of consolidation
The consolidated financial statements incorporate the results and
net assets of the Company and its subsidiary undertakings drawn up
on a 52 or 53-week basis to the Sunday on or before 31 December.
The financial years presented that ended on 29 December 2024 and
28 December 2025 are 52-week periods.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. Specifically,
the Group controls an investee if, and only if, the Group has:
• power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the
investee; and
• the ability to use its power over the investee to affect its returns.
Profit or loss and each component of other comprehensive income
(‘OCI') are attributed to the equity holders of the Parent of the Group
and to the non-controlling interests; if this results in the non-controlling
interests having a deficit balance, an assessment of recoverability
is made. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with
the Group’s accounting policies. All intra-Group assets and liabilities,
equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
If the Group loses control over a subsidiary, it derecognises the related
assets (including goodwill), liabilities, non-controlling interest and other
components of equity, while any resultant gain or loss is recognised in
profit or loss. Any investment retained is recognised at fair value.
e) Interests in associates and joint ventures
The Group’s interests in its associates, being those entities over which
it has significant influence and which are neither subsidiaries nor joint
ventures, are accounted for using the equity method of accounting.
Significant influence is the power to participate in the financial and
operating policy decisions of the investee, but is not control or joint
control over those policies.
The Group has also entered into a contractual arrangement with a
party which represents a joint venture. This takes the form of an
agreement to share control over another entity and share of rights to
the net assets of the joint venture. Joint control is the contractually
agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent
of the parties sharing control. The considerations made in determining
significant influence on joint control are similar to those necessary
to determine control over subsidiaries. Where the joint venture is
established through an interest in a company, the Group recognises
its interest in the entities’ assets and liabilities using the equity
method of accounting.
143
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
f) Foreign currencies
The functional currency of each company in the Group is that of
the primary economic environment in which the entity operates.
Transactions in other currencies are initially recorded in the functional
currency by applying spot exchange rates prevailing on the dates of
the transactions. At each balance sheet date, monetary assets and
liabilities denominated in foreign currencies are retranslated at the
functional currency rate of exchange prevailing on the same date.
Non-monetary items that are measured in terms of historic cost in a
foreign currency are translated using the exchange rates at the dates
of the initial transactions. Non-monetary assets and liabilities carried
at fair value that are denominated in foreign currencies are translated
at the rates prevailing at the date when the fair value was determined.
Gains and losses arising on translation are taken to the income
statement, except for exchange differences arising on monetary assets
and liabilities that form part of the Group’s net investment in a foreign
operation. These are taken directly to equity until the disposal of the
net investment, at which time they are recognised in profit or loss.
On consolidation, the assets and liabilities of the Group’s overseas
operations are translated into Sterling at exchange rates prevailing
on the balance sheet date. Income and expense items are translated
at the average exchange rates for the period. Exchange differences
arising, if any, are classified as equity and are taken directly to a
translation reserve. Such translation differences are recognised as
income or expense in the period in which the operation is disposed.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate.
g) Business combinations and goodwill
Business combinations are accounted for using the acquisition
method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, measured at the acquisition-date fair
value, and the amount of any non-controlling interest in the acquiree.
Acquisition costs incurred are expensed and included in administrative
expenses. The measurement of non-controlling interest is at the
proportionate share of the acquiree’s net identifiable assets.
When the Group acquires a business, it assesses the financial assets
and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred will be recognised at
fair value at the acquisition date. Contingent consideration classified as
equity is not remeasured and its subsequent settlement is accounted
for within equity. Contingent consideration classified as an asset or
liability that is a financial instrument and within the scope of IFRS 9
Financial Instruments is measured at fair value with the changes in fair
value recognised in the income statement in accordance with IFRS 9.
Goodwill is initially measured at cost, being the excess of the
aggregate of the acquisition-date fair value of the consideration
transferred and the amount recognised for the non-controlling interest
(where the business combination is achieved in stages, the acquisition-
date fair value of the acquirer’s previously held equity interest in the
acquiree) over the net identifiable amounts of the assets acquired and
the liabilities assumed in exchange for the business combination.
h) Other intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a business
combination is the fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated
amortisation and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are not
capitalised and the related expenditure is reflected in profit or loss in
the period in which the expenditure is incurred.
Master franchise fees
Master franchise fees are fees paid towards or recognised at fair value
on acquisition of the master franchise for the markets in which the
Group operates. These are carried at cost less impairment and are
treated as having indefinite useful lives.
Standard franchise fees
Standard franchise fees are recognised at fair value on acquisition of
the standard franchise for the area in which corporate stores operate.
As reacquired rights, the fees are amortised over the remaining
contractual term over a period of five to ten years and are carried at
amortised cost. Such franchise fees are recognised only on acquisition
of businesses.
Computer software
Computer software is carried at cost less accumulated amortisation
and any impairment loss. Externally acquired computer software and
software licences are capitalised at the cost incurred to acquire and
bring into use the specific software. Internally developed computer
software programs are capitalised to the extent that costs can be
separately identified and attributed to particular software programs,
measured reliably, and that the asset developed can be shown to
generate future economic benefits. In considering the capitalisation
of any externally acquired or internally developed costs in relation to
customisation and configuration costs, the control of the underlying
software asset is considered in order to ensure that an intangible
asset can be generated, in particular in a software-as-a-service (SaaS)
arrangement. These assets are considered to have finite useful lives
and are amortised on a straight-line basis over the estimated useful
economic lives of each of the assets, considered to be between three
and 10 years.
The carrying value of intangible assets are reviewed for impairment
whenever events or changes in circumstances indicate the carrying
value may not be recoverable. Intangible assets with indefinite useful
Domino's Pizza Group plc
Annual Report & Accounts 2025
144

lives are not amortised, but are tested for impairment annually, either
individually or at the cash generating unit level. The assessment of
indefinite life is reviewed annually to determine whether the indefinite
life continues to be supportable.
i) Property, plant and equipment
Assets under construction are stated at cost, net of accumulated
impairment losses, if any. Plant and equipment is stated at cost, net
of accumulated depreciation and accumulated impairment losses,
if any. Such cost includes the cost of replacing part of the plant and
equipment and borrowing costs for long-term construction projects
if the recognition criteria are met. When significant parts of plant
and equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives.
Likewise, when a major inspection is performed, its cost is recognised
in the carrying amount of the plant and equipment as a replacement if
the recognition criteria are satisfied. All other repair and maintenance
costs are recognised in the income statement as incurred.
Depreciation is calculated to write down the cost of the assets to their
residual values, on a straight-line method on the following bases:
Freehold land Not depreciated
Freehold buildings 50 years
Assets under construction Not depreciated
Leasehold improvements Over the lower of the life of
the lease or the life of the asset
Fixtures and fittings Over 3 to 10 years
Supply chain centre equipment Over 3 to 30 years
Store equipment Over 5 years
The assets’ residual values, useful lives and methods of depreciation
are reviewed and adjusted, if appropriate, on an annual basis (including
upcoming risks and regulatory changes). The majority of assets within
supply chain centre equipment are being depreciated over 10 years or
more and fixtures and fittings between three to 10 years.
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the income statement
in the year that the asset is derecognised.
All items of property, plant and equipment are reviewed for
impairment in accordance with IAS 36 Impairment of Assets when
there are indications that the carrying value may not be recoverable.
j) Leases
Leasing operations of the Group
The Group is a lessee for a majority of Domino’s Pizza stores in the UK
and Ireland occupied by franchisees, our corporate stores together
with certain warehouses and head office properties, and various
equipment and vehicles. Lease terms are negotiated on an individual
basis and contain a wide range of different terms and conditions. The
lease agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor. Leased assets
may not be used as security for borrowing purposes.
The Group as a lessee
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of
the following lease payments:
• fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
• amounts expected to be payable by the Group under residual value
guarantees; and
• payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in
the lease. If that rate cannot be readily determined, which is generally
the case for leases in the Group, the lessee’s incremental borrowing
rate is used, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar
terms, security and conditions.
The methodology for calculating the discount rate incorporates
three key elements: risk-free rate (reflecting the specific country
and currency), credit spread (reflecting the specific risk for each
subsidiary within the Group) and an asset class adjustment (reflecting
the variation risk between asset categories). The discount rates
determined for property leases are between 4.0% and 9.8%, and for
equipment leases are between 4.0% and 9.3%, dependent on the asset
location and nature.
Lease payments are allocated between principal and finance cost. The
finance cost is charged to the income statement over the lease period
so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less
any lease incentives received;
• any initial direct costs; and
• restoration costs.
Right-of-use assets are generally depreciated over the shorter of the
asset’s useful life and the lease term on a straight-line basis. The Group
has chosen not to revalue the right-of-use land and buildings within
the Group.
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
j) Leases continued
The Group as a lessee continued
Payments associated with short-term leases of equipment and vehicles
and all leases of low-value assets are recognised on a straight-line basis
as an expense in the income statement. Short-term leases are leases
with a lease term of 12 months or less without a purchase option. Low-
value assets comprise IT equipment and small items of office furniture.
The Group as lessor
The Group holds both a head lease with the landlord, and a sub-lease with
a franchisee, for the majority of Domino’s sites in the UK and Ireland. The
Group accounts for the head-lease and the sub-leases separately as two
separate contracts. The sub-lease is classified either as a long-term lease
or short-term lease by reference to the right-of-use asset arising from the
head-lease. For leases to franchisees over freehold property held by the
Group, these are recorded as short-term leases.
In the majority of cases, terms agreed with landlords are mirrored in terms
agreed with franchisees in a ‘back-to-back’ sub-lease arrangement, but
in certain cases, the terms of sub-leases with franchisees do not mirror
the head-lease with landlords. Where the sub-lease covers substantially
all of the right-of-use head-lease, the right-of-use asset the Group would
recognise as lessee is derecognised and replaced by a lease receivable
from the franchisee sub-lease, with interest income recognised in the
income statement and depreciation of a right-of-use asset as lessee no
longer recorded. This results in a lease receivable for the Group as lessor
and a lease liability for the Group as lessee, with interest income and
expense recognised separately. This same treatment is applied where the
current sub-lease does not cover substantially all of the right-of-use head-
lease, if management judges that it is reasonably certain the sub-lease will
be renewed to cover substantially all of the right-of-use head-lease. The
contractual extension periods are within the SFA which each of the stores
enter, which relates solely to the property address. As the sub-lease and
the SFA are entered into at the same time, the contracts have been linked
for the purposes of assessing extension periods.
Modifications to leases
The Group remeasures the lease liability and lease receivable whenever:
• the lease term has changed; or
• there is a significant event or change in circumstances in relation to
the treatment of extension options; or
• a lease contract is modified to alter future cash flows and the lease
modification is not accounted for as a separate lease.
Both the lease liability and lease receivable are remeasured following
such changes, and where relevant, a corresponding adjustment is
made to the related right-of-use asset.
k) Fair value measurement
The Group measures certain financial instruments at fair value at each
balance sheet date.
Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement
is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
• in the principal market for the asset or liability; or
• in the absence of a principal market, in the most advantageous
market for the asset or liability.
The principal or the most advantageous market must be accessible by
the Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account
a market participant’s ability to generate economic benefits by using
the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
Level 2 – Valuation techniques for which the lowest level input that
is significant to the fair value measurement is directly or indirectly
observable; and
Level 3 – Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements
at fair value on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
External valuers are involved for valuation of significant assets,
such as unquoted financial assets, and significant liabilities, such
as contingent consideration dependent on the complexity of the
calculation. Involvement of external valuers is determined annually by
management after discussion with and approval by the Group’s Audit
& Risk Committee.
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At each reporting date, management analyses the movements in the
values of assets and liabilities which are required to be remeasured or
re-assessed as per the Group’s accounting policies. For this analysis,
management verifies the major inputs applied in the latest valuation
by agreeing the information in the valuation computation to contracts,
other relevant documents or estimates determined by management.
Management, in conjunction with the Group’s external valuers as
necessary, also compares the change in the fair value of each asset
and liability with relevant external sources to determine whether the
change is reasonable.
For the purpose of fair value disclosures, the Group has determined
classes of assets and liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of the fair value hierarchy,
as explained above.
l) Financial instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity.
i) Financial assets
Initial recognition and measurement
At initial recognition, financial assets are measured at amortised cost,
fair value through OCI, and fair value through the income statement.
The classification of financial assets at initial recognition depends
on the financial asset’s contractual cash flow characteristics and
the Group’s business model for managing them. The Group initially
measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs. Trade
receivables that do not contain a significant financing component or
for which the Group has applied the practical expedient are measured
at the transaction price determined under IFRS 15. Refer to the
accounting policies in revenue recognition.
In order for a financial asset to be classified and measured at amortised
cost or fair value through OCI, it needs to give rise to cash flows that
are ‘solely payments of principal and interest (‘SPPI’)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test
and is performed at an instrument level.
The Group’s business model for managing financial assets refers to
how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets
within a time frame established by regulation or convention in the
market place (regular way trades) are recognised on the trade date, i.e.
the date that the Group commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
• Financial assets at amortised cost (debt instruments).
• Financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments).
• Financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition
(equity instruments).
• Financial assets at fair value through profit or loss.
The Group measures financial assets at amortised cost if both of the
following conditions are met:
• the financial asset is held within a business model with the objective
to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate (‘EIR’) method and are subject to
impairment. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade
receivables, deferred consideration and loans to franchisees.
Trade receivables, which generally have seven to 28-day terms,
are recognised and carried at their original invoiced value net of
an impairment provision of expected credit losses calculated on
historic default rates. Balances are written off when the probability of
recovery is considered remote.
The Group provides interest-free loans to assist franchisees in the
opening of new stores. These are initially recorded at fair value, with
the difference to the cash advanced capitalised as an intangible asset.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or
part of a group of similar financial assets) is primarily derecognised
(removed from the Group’s consolidated balance sheet) when:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from the
asset or has assumed an obligation to pay the received cash flows
in full without material delay to a third party under a ‘pass-through’
arrangement; and either
• the Group has transferred substantially all the risks and rewards of
the asset; or
• the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of
the asset.
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
i) Financial assets continued
Derecognition continued
When the Group has transferred its rights to receive cash flows from
an asset or has entered into a pass-through arrangement, it evaluates
if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially
all of the risks and rewards of the asset, nor transferred control of
the asset, the Group continues to recognise the transferred asset
to the extent of its continuing involvement. In that case, the Group
also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights
and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the
transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that
the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (‘ECLs’)
for all debt instruments not held at fair value through profit or loss.
ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the
original EIR. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there
has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that
are possible within the next 12 months (‘a 12-month ECL'). For those
credit exposures for which there has been a significant increase in credit
risk since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the
timing of the default (‘a lifetime ECL').
For trade receivables, contract assets and lease receivables, the Group
applies a simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
and payables.
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables, loans
and borrowings including bank overdrafts and other financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification,
as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term. This category also
includes derivative financial instruments entered into by the Group
that are not designated as hedging instruments in hedge relationships
as defined by IFRS 9.
Gains or losses on liabilities held for trading are recognised
in the income statement
Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied. The Group has not designated
any financial liability as at fair value through the income statement.
Loans and borrowings
After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the income statement when the liabilities
are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the
income statement.
This category generally applies to interest bearing loans and
borrowings. For more information, refer to note 21.
Derecognition
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated
as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is
recognised in the income statement.
Borrowing costs
Borrowing costs are generally expensed as incurred. Borrowing costs
that are directly attributable to the acquisition or construction of an
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asset are capitalised while the asset is being constructed as part of
the cost of that asset. Borrowing costs consist of interest and other
finance costs that the Group incurs.
m) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication exists,
or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash generating unit’s
fair value less costs to sell and its value in use and is determined for
an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of
assets. Where the carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, 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. Impairment losses
on continuing operations are recognised in the income statement
in those expense categories consistent with the function of the
impaired asset.
n) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on a first in, first out basis. Net realisable value is
based on estimated selling price less any further costs expected to be
incurred to disposal.
o) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at
bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes
in value.
For the purpose of the consolidated statement of cash flows, cash and
cash equivalents consist of cash as defined above.
Cash-in-transit is recognised by the Group on the initiation of the
transfer of funds as opposed to receipt of the cash.
p) Income taxes
Current tax assets and liabilities are measured at the amount expected
to be recovered or paid to the taxation authorities, based on tax rates
and laws that are enacted or substantively enacted by the balance sheet
date. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate.
In line with IFRIC 23, if it is considered probable that a tax authority will
accept an uncertain tax treatment, the tax charge should be calculated on
that basis. If it is not considered probable, the effect of the uncertainty
should be estimated and reflected in the tax charge. In assessing the
uncertainty, it is assumed that the tax authority will have full knowledge
of all information related to the matter. Such provisions are measured
using either the most likely outcome method, or the expected value
method depending on management’s judgement of which method better
predicts the resolution of the uncertainty. The methodology will be
reviewed in each case upon the receipt of any new information.
Deferred tax is recognised using the liability method, providing for
temporary differences between the tax bases and the accounting
bases of assets and liabilities. Deferred tax is calculated on an
undiscounted basis at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised, based on
tax rates and laws enacted or substantively enacted at the balance
sheet date. Deferred tax liabilities are recognised for all temporary
differences, with the following exceptions:
• where the temporary difference arises from the initial recognition
of goodwill or of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, where
the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax assets are recognised only to the extent that it is
probable that taxable profit will be available against which the
deductible temporary differences, carried forward tax credits or losses
can be utilised, with the following exceptions:
• when the deferred tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable
profit or loss; and
• in respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint
arrangements, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which
the temporary differences can be utilised.
Tax is charged or credited to the income statement, except when it
relates to items charged or credited directly to other comprehensive
income or to equity, in which case the income tax is also dealt with in
other comprehensive income or equity respectively.
Deferred tax assets and liabilities are offset against each other when
the Group has a legally enforceable right to set off current tax assets
and liabilities and the deferred tax relates to income taxes levied by
the same tax jurisdiction on either the same taxable entity, or on
different taxable entities which intend to settle current tax assets and
liabilities on a net basis or to realise the assets and settle the liabilities
simultaneously in each future period in which significant amounts of
deferred tax liabilities are expected to be settled or recovered.
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
q) Provisions
Provisions are recognised when there is a present legal or constructive
obligation as a result of past events for which it is probable that an
outflow of economic benefit will be required to settle the obligation
and where the amount of the obligation can be reliably measured.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the balance
sheet date, considering the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated
to settle the present obligation, its carrying amount is the present value of
those cash flows if the impact of discounting at a pre-tax rate is material.
A restructuring provision is recognised when the Group has developed
a detailed formal plan for the restructuring and has raised a valid
expectation that it will carry out the restructuring by starting to
implement the plan or announcing its main features to those affected
by it. The measurement of a restructuring provision includes only the
direct expenditures arising from the restructuring, which are those
amounts that are both necessarily entailed by the restructuring and
not associated with the ongoing activities of the entity.
r) Capital reserve – own shares
DPG shares held by the Company and its Employee Benefit Trust
(‘EBT’) are classified in shareholders’ equity as ‘Capital reserve – own
shares’ and are recognised at cost. No gain or loss is recognised in the
income statement on the purchase or sale of such shares.
s) Revenue
The Group’s revenue arises from the sale of products and services to
franchisees, the charging of royalties, fees and rent to franchisees, and
from the sale of goods to consumers from corporate stores.
Royalties, franchise fees and sales to franchisees
Contracts with customers for the sale of products include one
performance obligation, being the delivery of products to the end
customer. The Group has concluded that revenue from the sale of
products should be recognised at a point in time when control of
the goods are transferred to the franchisee, generally on delivery.
Revenue is recognised at the invoiced price less any estimated rebates.
The performance obligation relating to royalties is the use of the
Domino’s brand. This represents a sales-based royalty with revenue
recognised at the point the franchisee makes a sale to an end consumer.
Franchise fees comprise revenue for initial services associated with
allocating franchisees allotted address counts or a ‘change of hands’
fee when the Group grants consent to a franchisee to sell stores
to a third party. They are non-refundable, and no element of the
franchise fee relates to subsequent services. Revenue from franchise
fees is recognised when a franchisee opens a store for trading or on
completion of sale of one or more stores to a third party, as this is the
point at which all performance obligations have been satisfied.
In addition to royalties and franchise fees, franchisees contribute a
percentage of their system sales to the NAF and eCommerce fund
managed by the Group. The purpose of these Funds is to build both
system and store sales through increased public recognition of the
Domino’s Pizza brand and the development of eCommerce platforms.
In assessing the nature of these contributions received by the Groups,
the performance obligations stated under franchise agreements with
franchisees have been considered. For the NAF contributions received,
the Group is obliged to provide national advertising and marketing
services. For eCommerce contributions received, the Group is obliged to
develop and maintain eCommerce platforms, and provide other ancillary
services to franchisees, such as merchant credit card services. These
performance obligations are considered to constitute a revenue stream,
and the contributions received by the Group are therefore recognised as
revenue. Revenue recognition is measured on an input basis as the costs
of providing the obliged services are incurred. The Group is obliged
to provide the services on a break-even basis, such that the Funds do
not retain a long-term surplus or deficit. As such, the level of revenue
and costs recognised in respect of fulfilling NAF and eCommerce
performance obligations are equal. Any timing differences between
contributions received and costs incurred are held as a contract asset
or liability on the balance sheet. As both the NAF and eCommerce
arrangements fall under the same franchise agreement with franchisees,
the Funds are not separated and are held on a net basis, either within
trade and other receivables or trade and other payables.
The Group provides rebates based on customers achieving certain
volume targets; these are recognised within accruals until paid and as
reductions against revenue.
Corporate store sales
Contracts with customers for the sale of products to end consumers
include one performance obligation. The Group has concluded that
revenue from the sale of products should be recognised at a point in
time when control of the goods is transferred to the consumer, which
is the point of delivery or collection. Revenue is measured at the menu
price less any discounts offered.
Rental income on short-term leasehold and freehold property
Rental income arising from leases treated as short-term and freehold
properties is recognised on a straight-line basis in accordance
with the lease terms.
Deferred income comprises lease premiums and rental payments.
Rental payments are deferred and recognised on a straight-line basis
over the period in which they relate.
t) Pension
The Group contributes to the personal pension plans of certain staff
with defined contribution schemes. The contributions are charged as
an expense as they fall due. Any contributions unpaid at the balance
sheet date are included as an accrual at that date. The Group has no
further payment obligations once the contributions have been paid.
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u) Share-based payments
The Group provides benefits to employees (including Executive
Directors) in the form of share-based payment transactions, whereby
employees render services as consideration for equity instruments
(equity-settled transactions). The cost of the equity-settled transactions
is measured by reference to the fair value at the date at which they are
granted and is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully entitled
to the award. Fair values of employee share option plans are calculated
using a Stochastic model for awards with TSR-related performance
conditions and a Black-Scholes model for SAYE awards and other
awards with EPS-related performance conditions. In valuing equity-
settled transactions, no account is taken of any service and performance
(vesting conditions), other than performance conditions linked to the
price of the shares of the Company (market conditions). Any other
conditions which are required to be met in order for an employee to
become fully entitled to an award are considered to be non-vesting
conditions. Like market performance conditions, non-vesting conditions
are taken into account in determining the grant date fair value.
No expense is recognised for awards that do not ultimately vest, except
for awards where vesting is conditional upon a market or non-vesting
condition, which are treated as vesting irrespective of whether or not
the market or non-vesting condition is satisfied, provided that all other
performance conditions and/or service conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense
is calculated, representing the extent to which the vesting period
has expired and the Directors’ best estimate of the number of equity
instruments that will ultimately vest on achievement or otherwise of
non-market conditions or, in the case of an instrument subject to a
market condition, be treated as vested as described above.
The movement in the cumulative expense since the previous
balance sheet date is recognised in the income statement, with the
corresponding increase in equity.
When the terms of an equity-settled award are modified, the minimum
expense recognised is the grant date fair value of the unmodified
award, provided the original terms of the award are met. An additional
expense, measured as at the date of modification, is recognised for
any modification that increases the total fair value of the share-based
payment transaction, or is otherwise beneficial to the employee.
Where an equity-settled award is cancelled, it is treated as if it had
vested on the date of cancellation, and any cost not yet recognised in
the income statement for the award is expensed immediately.
This includes where non-vesting conditions within the control of either
the entity or the employee are not met. However, if a new award is
substituted for the cancelled award and designated as a replacement
award on the date that it is granted, the cancelled and new awards
are treated as if they were a modification of the original award, as
described in the previous paragraph. All cancellations of equity-settled
transaction awards are treated equally.
Any compensation paid up to the fair value of the award at the
cancellation or settlement date is deducted from equity, with any excess
over fair value being treated as an expense in the income statement.
v) Assets held for sale
Non-current assets or disposal groups are classified as held for sale
if it is highly probable that they will be recovered through sale as
opposed to continuing use. These are measured at the lower of their
carrying amount and fair value less cost to sell. Impairment losses are
recognised in the income statement.
w) Non-GAAP performance measures
In the reporting of financial information, the Group uses certain
measures that are not required under IFRS. The Group believes that
these additional measures, which are used internally, are useful to
the users of the financial statements in helping them understand the
underlying business performance, as defined in the key performance
indicators section of the Strategic report.
The principal non-GAAP measures the Group uses are underlying
profit before interest and tax, underlying profit before tax, underlying
profit, underlying earnings per share, and system sales. Underlying
measures remove the impact of non-underlying items from earnings
and are reconciled to statutory measures; system sales measure
the performance of the overall business, as defined in the key
performance indicators section of the Strategic report.
These measures are used internally in setting performance-related
remuneration and are used by the Board in assessing performance and
strategic direction using a comparable basis.
While the disclosure of non-underlying items and system sales is
not required by IFRS, these items are separately disclosed either as
memorandum information on the face of the income statement and in
the segmental analysis, or in the notes to the financial statements as
appropriate. Non-underlying items include significant irregular items,
disposal activity or items directly related to merger and acquisition
activity and related instruments. These items are not considered
to be underlying by management due to quantum or nature.
Factors considered include items that are irregular, not part of the
ordinary course of business or reduce understandability of business
performance. For a detailed description of items, see note 6.
151
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
2. Accounting policies continued
x) New standards and interpretations not applied
At the date of authorisation of these financial statements, the following standards and interpretations that are relevant to the Group, which have
not been applied in these financial statements, were in issue but not yet effective.
Exchangeability of Currencies – Amendments to IAS 21
1 January 2025
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
1 January 2026
IFRS 18 ‘Presentation and Disclosure in Financial Statements’
1 January 2027
IFRS 19 ‘Subsidiaries without Public Accountability Disclosures’
1 January 2027
None of the above standards are expected to have a material impact on the Group financial statements on application other than IFRS 18, which
will change certain presentations. The Group is currently assessing the impact of the change.
y) New and amended standards adopted by the company
The group has not applied any new standards for the first time for their annual reporting period commencing 30 December 2024.
3. Segmental information
Following the disposal of the international business in previous years the Group has determined that it operates as one operating segment,
being the UK & Ireland. The information provided to the Executive Directors of the Board, who are considered to be the chief operating decision
makers, is on a consolidated basis. The chief operating decision makers evaluate performance and make resource allocation decision based on
the group consolidated results.
The Group’s operating segments continue to be reviewed and will be updated if there are any changes in the structure of information provided
to the Executive Directors.
Central assets include cash and cash equivalents and taxation assets. Central liabilities include the bank revolving facility and taxation liabilities.
Domino's Pizza Group plc
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152

Current tax assets
5.6
3.5
Cash and cash equivalents
24.6
52.2
Central assets
30.2
55.7
Current tax liabilities
0.9
1.4
Deferred tax liabilities
20.7
11.7
Debt facilities
309.2
317.7
Central liabilities
330.8
330.8
Segment assets and liabilities
Segment current assets
96.7
86.7
Segment non-current assets
467.0
423.0
Investment in associates and joint ventures
12.0
26.0
Investments
8.0
11.5
Central assets
30.2
55.7
Total assets
613.9
602.9
Liabilities
372.0
354.3
Central liabilities
330.8
330.8
Total liabilities
702.8
685.1
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
3. Segmental information continued
Segmental performance 2025
Sales to external customers
685.4
–
685.4
Segment revenue
685.4
–
685.4
Underlying result before associates and joint ventures
108.8
–
108.8
Share of profit of associates and joint ventures
2.4
–
2.4
Other non-underlying items
–
(21.5)
(21.5)
Other income
–
11.4
11.4
Profit before interest and taxation
111.2
(10.1)
101.1
Net finance costs
(20.0)
–
(20.0)
Profit before taxation
91.2
(10.1)
81.1
Taxation
(22.6)
0.5
(22.1)
Profit for the period
68.6
(9.6)
59.0
Effective tax rate
24.8%
–
27.3%
– Depreciation
(14.5)
–
(14.5)
– Amortisation
(7.6)
(6.5)
(14.1)
– Impairment
(0.6)
(10.4)
(11.0)
Total depreciation, amortisation and impairment
(22.7)
(16.9)
(39.6)
EBITDA
133.9
6.8
140.7
Capital expenditure
(24.1)
–
(24.1)
Share-based payment charge
(2.2)
–
(2.2)
Royalties, franchise fees and change of hands fees
78.2
–
78.2
Sales to franchisees
426.6
–
426.6
Corporate store income
92.9
–
92.9
Property income on leasehold and freehold property
1.9
–
1.9
National Advertising and eCommerce income
85.8
–
85.8
Total segment revenue
685.4
–
685.4
Major customers and revenue by destination
Revenue from two franchisees individually totalled £122.4m (2024: £121.8m) and £118.9m (2024: £118.4m).
Analysed by origin, revenue was £626.1m (2024: £613.4m) in the UK and £59.3m (2024: £51.1m) in the Republic of Ireland.
The total of non-current assets other than financial instruments and deferred tax assets, broken down by location of the assets, is as follows:
£206.3m (2024: £151.1m) in the UK and £87. 8m (2024: £96.5m) in the Republic of Ireland.
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154

Segmental performance 2024
Sales to external customers
664.5
–
664.5
Segment revenue
664.5
–
664.5
Underlying result before associates and joint ventures
121.2
–
121.2
Share of profit of associates and joint ventures
3.3
–
3.3
Other non-underlying items
–
(8.8)
(8.8)
Other income
0.5
26.4
26.9
Profit before interest and taxation
125.0
17.6
142.6
Net finance costs
(17.7)
–
(17.7)
Profit before taxation
107. 3
17.6
124.9
Taxation
(27.0)
( 7.7)
(34.7)
Profit for the period
80.3
9.9
90.2
Effective tax rate
25.2%
–
27.8%
– Depreciation
11.5
–
11.5
– Amortisation
6.9
3.3
10.2
Total depreciation and amortisation
18.4
3.3
21.7
EBITDA
143.4
20.9
164.3
Capital expenditure
18.5
–
18.5
Share-based payment charge
(4.0)
–
(4.0)
Royalties, franchise fees and change of hands fees
81.4
–
81.4
Sales to franchisees
443.7
–
443.7
Corporate store income
53.2
–
53.2
Property income on leasehold and freehold property
1.9
–
1.9
National Advertising and eCommerce income
84.3
–
84.3
Total segment revenue
664.5
–
664.5
155
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
4. Group profit before interest and tax
This is stated after charging/(crediting) for:
Amortisation of intangible assets
14.1
10.2
Depreciation of property, plant and equipment
7.9
6.7
Depreciation on right-of-use assets
6.6
4.8
Total impairment loss recognised
11.0
–
Total amortisation, depreciation and impairment expense
39.6
21.7
Cost of inventories recognised as an expense
251.0
245.2
Profit on disposal of associate investment
9.9
–
Fair value gain on deemed disposal of previously held interest
1.5
–
Profit on disposal of property, plant and equipment
–
(0.2)
Profit on disposal of trade and assets
–
(21.4)
5. Auditors’ remuneration
The Group paid the following amounts to its Auditors in respect of the audit of the financial statements and for other services provided to the Group:
Fees payable to the Group’s auditors for the audit of the Group and Company annual accounts*
0.7
0.7
Audit of the accounts of subsidiaries
0.3
0.3
Total audit fees
1.0
1.0
Other services
0.1
0.1
Total audit and non-audit fees
1.1
1.1
* Of which £34,000 (2024: £33,000) relates to the Company.
Other services of £0.1m (2024: £0.1m) relate to the interim review performed at half year and assurance over ESG metrics. The ratio of non-
audit fees to audit fees is 14%.
6. Reconciliation of non-GAAP measures
Non-underlying items included in the financial statements
Underlying profit for the period
68.6
80.3
Non-underlying (loss)/profit for the period
(9.6)
9.9
Profit for the period
59.0
90.2
Domino's Pizza Group plc
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156

Non-underlying items
Non-underlying items relate to significant, in nature or amount, irregular income or costs, significant impairments of assets, together with fair
value movements and other costs associated with acquisitions or disposals. These items have been considered by management to meet the
definition of non-underlying items as defined by our accounting policy and are therefore shown separately within the financial statements.
Shorecal impairment
a)
(10.4)
–
Reacquired rights amortisation
b)
(6.5)
(3.3)
Transaction costs
c)
(6.0)
(3.2)
Executive changes
d)
1.4
–
Shorecal acquisition costs
e)
–
(2.3)
(21.5)
(8.8)
Profit on disposal of a share in the Group’s interest in Full House
f)
9.9
–
Fair value gain on investment
g)
1.5
–
Profit on disposal of corporate stores
h)
–
21.4
Reversionary scheme, net of costs
i)
–
5.0
11.4
26.4
Included in profit before taxation
(10.1)
17.6
Taxation
j)
0.5
(7.7 )
Included in profit for the period
(9.6)
9.9
a) Shorecal Limited impairment
A goodwill impairment charge of £10.4m has been recorded for the Group’s Shorecal operations due to a decline in expected performance
against the acquisition plan, driven by the permanent change in labour structure following the Irish driver case where the transition of drivers
to employee status has increased the labour cost of delivery across the industry, alongside higher UK employment taxes and weaker trading
conditions in Northern Ireland and ROI than anticipated at the time of acquisition. Refer to note 13 for further details.
b) Reacquired rights amortisation
The Group incurred a charge of £6.5m (2024: £3.3m) in relation to the amortisation of reacquired rights recognised upon the acquisition of
Shorecal Limited and Victa DP Limited. Of the charge, £4.6m (2024: £3.3m) relates to Shorecal and £1.9m relates to Victa. This relates to the
valuation of the Standard Franchise Agreements which were in place before the acquisition, previously issued by the Group to the Shorecal
Limited group and Victa DP when these were independently controlled franchisees. These are amortised over the remaining life of the franchise
agreements, which is on average five years for Shorecal and eight years for Victa DP.
c) Transaction costs
Costs of £6.0m were incurred during the year over an extended period of time relating to expenditure on transactions that ultimately did not
proceed, with the potential for some further costs which are not anticipated to be material to the Group’s financial position. All work on second
brand initiatives has been ceased. In FY24, £3.2m of legal and advisory costs were incurred relating to an acquisition which did not complete.
d) Executive changes
A credit of £1.4m has been recorded relating to changes in the Executive leadership, with the reversal of a share-based payment charges more
than offsetting other costs of termination.
157
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
6. Reconciliation of non-GAAP measures continued
e) Shorecal Limited acquisition costs
In the prior period the Group incurred legal and advisory costs of £2.3m directly associated with the acquisition of Shorecal Limited.
f) Profit on disposal of a share in the Group’s interest in Full House
The Group disposed of a 25% interest in Full House for proceeds of £17.6m including costs of £0.2m, which combined with the carrying amount
of £7.7m resulted in a profit on disposal of £9.9m.
g) Victa revaluation gain
A fair value gain of £1.5m was recognised on the deemed disposal of the Group’s existing 46% equity investment in the Northern Ireland Joint
Venture prior to obtaining a 70% controlling interest in March 2025. The fair value was determined with reference to the consideration paid for
the additional 24% acquisition taking into account a control premium. For further detail refer to note 27.
h) Profit on disposal of corporate stores
In the prior period, the Group disposed of its London corporate stores, generating a profit on disposal of £21.4m, which includes £0.5m in
transactions costs. For further details refer to note 28. This is treated as a non-underlying profit as it is consistent with the treatment of the
previous impairment to the Corporate Stores recognised in FY 2019.
i) Reversionary scheme
In the prior period the Group recognised income of £5.0m, net of £0.3m related legal costs, in relation to amounts receivable from beneficiaries
of the reversionary scheme, following the Group’s settlement of the employment tax and related charges with HMRC in 2022 and 2023 for
historic share-based compensation arrangements. £0.7m of cash was received in the prior year, and the remaining was received in 2025. This
income was recognised in non-underlying results consistent with the recognition of the expense in previous years.
j) Taxation
The tax credit of £0.5m (2024: £7.7m charge) consists of a £1.1m credit for the amortisation of re-acquired rights offset by a tax charge of £0.6m
relating to a prior year adjustment for the disposal of the London corporate stores in 2024.
7. Employee benefits and Directors’ remuneration
a) Employee benefits expense
Wages and salaries
89.9
72.0
Social security costs
7.9
6.8
Other pension costs
1.9
1.8
Share-based payment charge
2.2
4.0
Total
101.9
84.6
For details of amounts relating to current and former Directors, refer to the Directors’ remuneration report on pages 94 to 121.
The increase in wages and salaries is largely due to the corporate stores portfolio, being Victa DP acquisition in the year and Shorecal acquired
partway through the prior year with contract drivers becoming permanent staff in 2025.
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158

The average monthly number of employees of the Group during the year, including subsidiaries and excluding associates and joint ventures, was
made up as follows:
Administration
450
412
Production and distribution
581
582
Corporate stores
1,371
838
Total
2, 402
1,832
b) Directors’ remuneration
Directors’ remuneration
2.8
2.9
No Directors accrue benefits under defined contribution schemes (2024: nil). Additional information regarding Directors’ remuneration is
included in the Directors’ remuneration report on pages 94 to 121.
8. Finance income
Interest receivable on leases
12.7
13.0
Other interest receivable
0.2
0.8
Foreign exchange
0.5
–
Discount unwind
0.2
0.2
Total finance income
13.6
14.0
9. Finance costs
Debt facilities interest payable
18.4
17.3
Interest payable on leases
14.7
14.1
Other interest payable
0.5
0.1
Foreign exchange
–
0.2
Total finance costs
33.6
31.7
Finance costs relate to financial liabilities at amortised cost.
159
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
10. Taxation
a) Tax on profit from continuing operations
– current period
18.5
33.1
– adjustment in respect of prior periods
(0.3)
(0.2)
18.2
32.9
Income tax on overseas operations
0.4
0.3
Total current income tax charge
18.6
33.2
Origination and reversal of temporary differences
3.3
1.4
Adjustment in respect of prior periods
0.2
0.1
Total deferred tax
3.5
1.5
Tax charge in the income statement
22.1
34.7
Income tax charge
22.1
34.7
Reduction in current tax liability as a result of the exercise of share options
–
(0.1)
Origination and reversal of temporary differences in relation to unexercised share options
(0.4)
0.2
Tax (charge)/credit in the Group statement of changes in equity
(0.4)
0.1
There is no tax impact in relation to the foreign exchange differences in the statement of comprehensive income.
Deferred tax has been provided for at the rate at which the deferred tax liabilities are expected to be realised.
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160

b) Reconciliation of the total tax charged to continuing operations
The tax charge in the income statement for the 52 weeks ended 28 December 2025 is higher (2024: higher) than the statutory corporation tax
rate of 25.0%. The differences are reconciled below:
Profit before taxation
81.1
124.9
Accounting profit before taxation multiplied by the UK statutory rate of corporation tax of 25.0%
20.3
31.2
Expenses not deductible for tax purposes
5.0
4.7
Income not taxable
(2.9)
–
Share of joint venture and associates’ results not taxable
(0.6)
(1.4)
Accounting depreciation not eligible for tax purposes
0.6
0.6
Movement in uncertain tax position - transfer pricing
(0.3)
–
Adjustment in respect of prior periods
0.2
(0.1)
Other
(0.2)
(0.3)
Total tax charge reported in the income statement
22.1
34.7
Effective tax rate (%)
27.3%
27.8%
Underlying effective tax rate (%)
24.8%
25.2%
During the year, the Group finalised and settled the earlier year uncertain tax position in relation to transfer pricing between our UK subsidiary
and our Irish subsidiary. The final liability was lower than the original estimate, resulting in a credit of £0.3m to the current tax charge in FY25.
As the balance of the liability had already been recognised in FY23, there was no further impact on the current year tax charge. The movement is
reflected as a reduction in the tax creditor.
A tax credit of £0.5m has been recorded in 2025 which relates to the non-underlying net loss before taxation of £10.1m. The effective tax
rate differs from the statutory tax rate due to the tax treatment of certain non taxable income and fair value gains as well as the treatment of
disallowed items. Taxation on the items considered to be non-underlying is also treated as non-underlying where it can be identified in order
to ensure consistency of treatment with the item to which it relates. The tax credit of £0.5m is mainly attributable to the amortisation of re-
acquired rights (£1.1m), which is partially offset by a prior year adjustment relating to the disposal of corporate stores in 2024, £0.6m.
c) Temporary differences associated with Group investments
At 28 December 2025, there was no recognised deferred tax liability (2024: £nil) for taxes that would be payable on the unremitted earnings
of the Group’s subsidiaries, or its associates, as there are no corporation tax consequences of the Group’s UK, Irish or overseas subsidiaries or
associates paying dividends to their parent companies. There are also no income tax consequences for the Group attaching to the payment of
dividends by the Group to its shareholders.
d) OECD Pillar 2
From the year ended 28 December 2025, the Group falls within the scope of Pillar Two Global Anti-Base Erosion (‘GloBE’) legislation. The
legislation seeks to ensure that UK headquartered multinational enterprises pay a minimum tax rate of 15% on UK and overseas profits. Pillar
Two legislation has been enacted in all jurisdictions in which the Group operates and the Group has completed an impact assessment for the
current year. The related top-up taxes for those jurisdictions in which the transitional safe-harbour relief does not apply, will not have a material
impact on the Group.
161
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
10. Taxation continued
e) Deferred tax
Deferred tax assets and liabilities are analysed after offset, to the extent there is a legally enforceable right, of balances within jurisdictions
as follows:
Deferred tax arising in the UK on non-capital items
(14.0)
(8.7)
Deferred tax arising on business combinations and acquired assets
(6.7)
(3.0)
Deferred tax liabilities presented as non-current
(20.7)
(11.7)
Opening balance
(11.7)
(7.0)
Recognised at acquisition
(5.1)
(3.3)
Tax (charge)/credit to equity
(0.4)
0.1
Income statement charge
(3.5)
(1.5)
Closing balance
(20.7)
(11.7)
f) Deferred tax arising in the UK
At 31 December 2023
–
1.3
(9.4)
–
0.9
0.2
(7.0)
Recognised at acquisition
(3.7)
–
(0.2)
–
0.6
–
(3.3)
Credit to equity
–
0.1
–
–
–
–
0.1
Credit/(charge) to income
0.5
0.2
(1.6)
–
(0.4)
(0.2)
(1.5)
At 29 December 2024
(3.2)
1.6
(11.2)
–
1.1
–
(11.7)
Recognised at acquisition
(4.7)
–
(0.7)
–
0.3
–
(5.1)
Charge to equity
–
(0.4)
–
–
–
–
(0.4)
Credit/(charge) to income
1.2
(0.6)
(4.1)
0.1
(0.1)
–
(3.5)
At 28 December 2025
(6.7)
0.6
(16.0)
0.1
1.3
–
(20.7)
The majority of the deferred tax liability and deferred tax asset are expected to reverse in over 12 months.
Domino's Pizza Group plc
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162

11. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Parent by the
weighted average number of Ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Parent by the weighted average
number of Ordinary shares outstanding during the year plus the weighted average number of Ordinary shares that would have been issued on
the conversion of all dilutive potential Ordinary shares into Ordinary shares.
Earnings
Profit after tax:
59.0
90.2
Non-underlying items
9.6
(9.9)
Attributable to non-controlling interest
(0.4)
–
Underlying profit after tax attributable to equity holders of the parent
68.2
80.3
Weighted average number of shares
Basic weighted average number of shares (excluding treasury shares)
388,080,024
393,720,595
Dilutive effect of share options and awards
2,186,486
2,581,313
Diluted weighted average number of shares
390,266,510
396,301,908
The performance conditions relating to share options granted over 2,980,196 shares (2024: 5,879,430) have not been met in the current financial
year and therefore the dilutive effect of the number of shares which would have been issued at the period end has not been included in the
diluted earnings per share calculation.
There were 1,916,597 share options excluded from the diluted earnings per share calculation because they would be anti-dilutive
(2024: 1,867,439). See note 2 for further information on share options.
Earnings per share
Basic earnings per share
15.1p
22.9p
Diluted earnings per share
15.0p
22.8p
Basic earnings per share
17.6p
20.4p
Diluted earnings per share
17. 5p
20.3p
163
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
12. Dividends paid and proposed
Final dividend for 2024: 7.5p (2023: 7. 2p)
29.4
28.1
Interim dividend for 2025: 3.6p (2024: 3.5p)
14.0
13.9
Dividends paid
43.4
42.0
Proposed for approval by shareholders at the AGM (not recognised as a liability at
28 December 2025 or 29 December 2024)
Final dividend for 2025: 7.7p (2024: 7. 5p)
29.6
29.6
The proposed final dividend for the period is 7. 7p per share; if approved, the total dividend for the full financial year will be 11.3p per share.
13. Intangible assets
At 31 December 2023
28.1
5.5
78.7
1.1
113.4
Acquisition of subsidiaries
64.7
22.4
–
–
87.1
Additions
–
–
6.3
0.5
6.8
Disposals
(28.1)
(4.4)
–
–
(32.5)
Foreign exchange on translation
(2.1)
(0.6)
–
–
(2.7)
At 29 December 2024
62.6
22.9
85.0
1.6
172.1
Acquisition of subsidiaries
22.8
18.7
–
–
41.5
Additions
–
–
7.6
0.1
7.7
Foreign exchange on translation
3.3
0.8
–
–
4.1
At 28 December 2025
88.7
42.4
92.6
1.7
225.4
At 31 December 2023
16.4
5.4
62.4
0.4
84.6
Provided during the year
–
3.3
6.6
0.3
10.2
Disposals
(16.4)
(4.4)
–
–
(20.8)
At 29 December 2024
–
4.3
69.0
0.7
74.0
Provided during the year
–
6.5
7.3
0.3
14.1
Foreign exchange on translation
–
0.2
–
–
0.2
Impairment
10.4
–
0.4
–
10.8
At 28 December 2025
10.4
11.0
76.7
1.0
99.1
Net book value at 28 December 2025
78.3
31.4
15.9
0.7
126.3
Net book value at 29 December 2024
62.6
18.6
16.0
0.9
98.1
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At 28 December 2025, the net book value of internally generated intangibles included within software was £12.2m (2024: £10.8m). The
amortisation charge incurred in the period relating to internally generated intangibles was £4.6m (2024: £3.5m). Internally generated intangibles
included within software additions during the year was £6.0m (2024: £4.4m). The intangible assets relating to online sales have a net book value
at the end of the period of £14.4m (2024: £13.9m).
In the current period the Group acquired control of Victa DP Limited resulting in the recognition of intangible assets of £18.7m at fair value
and goodwill of £22.8m at cost. The intangible asset relates to the valuation of the Standard Franchise Agreements (‘SFAs') which were in place
between the Group and each store before the acquisition, previously issued by the Group to Victa DP Limited when this was an independently
controlled franchisee. These are amortised over the remaining life of the franchise agreements, which is on average eight years.
In the prior period, the Group acquired Shorecal Limited resulting in the recognition of intangible assets of £22.4m at fair value and goodwill of
£64.7m at cost, further detailed in note 27. The intangible asset relates to the valuation of the Standard Franchise Agreements which were in
place before the acquisition, consistent with the Victa acquisition described above. These are amortised over the remaining life of the franchise
agreements, which is on average five years.
During prior periods, the Group acquired Sell More Pizza Limited which formed part of the Group’s London corporate stores. On acquisition,
the Group recognised reacquired SFAs at fair value and goodwill at cost. During the prior period, the remaining £11.7m carrying value of the
intangibles and goodwill relating to these London corporate stores were disposed of, as further detailed in note 28.
The carrying amount of goodwill and indefinite life intangibles has been allocated as follows:
Victa
22.8
–
Shorecal
55.5
62.6
78.3
62.6
Impairment reviews
The Group is obliged to test goodwill and indefinite life intangibles annually for impairment, or more frequently if there are indications that
goodwill and indefinite life intangibles might be impaired.
In performing these impairment tests, management is required to compare the carrying value of the assets of a cash generating unit (‘CGU'),
including goodwill and indefinite life intangibles, with their estimated recoverable amount. The recoverable amounts of an asset being the
higher of its fair value less costs to sell and value in use. Management considers the different nature of the Group’s operations to determine
the appropriate methods for assessing the recoverable amounts of the assets of a CGU. When testing goodwill for impairment, the goodwill is
allocated to the CGU or group of CGUs that were expected to benefit from the synergies of the business combination from which it first arose.
Corporate stores – impairment review
An impairment review has been performed over the goodwill and intangible assets attributable to the Group’s corporate stores business, within
the UK & Ireland operating segment. Following the acquisition of Victa DP Limited in the current year and Shorecal Limited in the prior year, the
impairment review considers the recoverable amount of each of these businesses separately.
The respective recoverable amounts have been assessed by estimating the fair value less costs of disposal of each of the Shorecal and Victa
businesses, where it is estimated how much interested parties would pay to acquire the future cash generation potential of the business. The
assessment of future cash generation potential draws on the Group’s five-year plan for the business, is largely consistent with external sources
of information and considers how a market participant would view the business. Areas of estimation uncertainty in the cash flow projections are
those regarding revenue growth, new store openings and EBITDA margins, where food cost inflation, labour inflation, employment tax rates and
expected productivity gains are key underlying assumptions.
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
13. Intangible assets continued
Corporate stores – impairment review continued
Long-term growth rates are set no higher than the long-term economic growth projections of UK&I, where the business geographically operates.
In valuing future cash generation potential, post-tax discount rates have been used as an estimate of current market assessments of the time
value of money and the risks specific to the CGUs and businesses under review. The discount rates and long-term growth rates applied in the
annual impairment reviews conducted in the current and prior year, are as follows:
Long-term growth rate
Post-tax discount rate
2025
2024
2025
2024
Corporate stores
2.0%
2.0%
9.7%
10.7%
Whilst the Shorecal business has shown year-on-year growth, increasingly difficult trading conditions resulted in lower performance than
previously expected. In the second half of FY25 it became clear that the change in labour employment structure in the Republic of Ireland,
following the Irish driver case where delivery drivers have transitioned from contractor to employee status, has resulted in a permanent shift
in the delivery labour cost and the synergies previously expected will not be achieved. To maximise the opportunities in the Irish market,
onboarding new franchisees in Ireland will be a priority and it may take longer than the forecast period for new store openings in Shorecal to
reach the levels originally intended. Ireland remains a strategic priority for the Group and significant opportunities for long-term-growth remain.
In the UK, the imposition of higher employers’ National Insurance levels following the 2024 UK Budget and higher increases in the National
Minimum Wage than anticipated at the time of acquisition has also adversely impacted our expectations.
For the year ended 28 December 2025, an impairment of £10.4m has been recognised against the Shorecal corporate stores goodwill (2024:
£nil). The valuation uses the current five-year plan adjusted for risk based on the market environment and results in a recoverable amount of
£74.2m, with the asset base being £84.1m and estimated costs to sell being £0.5m. The valuation is at Level 3 of the IFRS 13 hierarchy, due to
there being assumptions in the valuation not based on observable market data.
• a 75bps increase in the discount rate would increase the impairment by £7.0m.
• a 100bps decrease in revenue throughout the forecast period would increase the impairment by £4.7m, with drivers being organic growth and
new store openings.
• a 75bps decrease in the EBITDA margin throughout the forecast period would increase the impairment by £5.8m, with rates of food cost
inflation, labour inflation, pricing increases and productivity gains being underlying factors.
An impairment review for the Victa corporate stores has also been performed, with no impairment recognised. The current five-year plan was used
for the calculation and results in a recoverable amount of £61.4m, with the asset base being £55.8m and estimated costs to sell being £0.5m.
The valuation is at Level 3 of the IFRS 13 hierarchy, due to there being assumptions in the valuation not based on observable market data. The
following reasonably possible changes in key value in use estimation assumptions would impact the valuation as follows:
• a 75bps increase in the discount rate would reduce headroom by £5.9m, creating an impairment of £0.9m.
• a 100bps decrease in revenue throughout the forecast period would reduce headroom to £1.2m, with drivers being organic growth and new
store openings. A decrease of 130bps would erode headroom.
• a 75bps decrease in the EBITDA margin throughout the forecast period would reduce headroom to £0.9m, with rates of food cost inflation,
labour inflation, pricing increases and productivity gains being underlying factors.
Master franchise fees
Master franchise fees consist of costs relating to the MFA for UK and Ireland. Each MFA is treated as having an indefinite life. The MFAs are
tested annually for impairment in accordance with IAS 36. The assumptions underlying the tests on the UK & Ireland MFAs are not disclosed as
the carrying value is not material.
Standard Franchise Agreements
SFAs are recognised at fair value on acquisition of corporate stores and, as reacquired assets, are being amortised over their remaining
contractual life. The net book value of SFAs at 28 December 2025 is £31.4m (2024: £18.6m). The SFAs attributable to acquired corporate stores
are tested for impairment in tandem with the goodwill and other intangible assets attributable to those stores, as described above.
The amortisation of intangible assets is included within administration expenses in the income statement.
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166

14. Property, plant and equipment
At 31 December 2023
69.6
5.6
0.6
7.2
57.1
4.8
144.9
Acquisition of subsidiaries
–
–
0.5
–
–
2.4
2.9
Additions
1.8
4.4
–
0.4
2.9
3.1
12.6
Disposals
(0.1)
–
(0.5)
–
–
(4.8)
(5.4)
Foreign exchange on translation
(0.4)
–
–
–
(0.2)
–
(0.6)
Transfer between classes of asset
0.9
(5.3)
–
0.2
4.2
–
–
At 29 December 2024
71.8
4.7
0.6
7.8
64.0
5.5
154.4
Acquisition of subsidiaries
0.8
–
0.4
–
–
2.9
4.1
Additions
–
14.1
–
0.2
2.9
2.0
19.2
Disposals
–
–
–
(0.2)
–
–
(0.2)
Foreign exchange on translation
0.6
–
–
–
0.3
0.1
1.0
Transfer between classes of asset
-
(7.9)
–
0.4
7. 5
–
–
At 28 December 2025
73.2
10.9
1.0
8.2
74.7
10.5
178.5
At 31 December 2023
13.3
–
0.4
5.7
25.4
2.5
47.3
Provided during the year
1.5
–
0.1
0.7
3.9
0.5
6.7
Disposals
–
–
(0.4)
–
–
(2.6)
(3.0)
Foreign exchange on translation
–
–
–
–
(0.1)
–
(0.1)
At 29 December 2024
14.8
–
0.1
6.4
29.2
0.4
50.9
Provided during the year
1.7
–
0.1
0.6
4.2
1.3
7.9
Impairment
–
0.2
–
0.1
–
–
0.3
Disposals
–
–
–
(0.2)
–
–
(0.2)
Foreign exchange on translation
0.1
–
–
–
0.1
–
0.2
At 28 December 2025
16.6
0.2
0.2
6.9
33.5
1.7
59.1
Net book value at 28 December 2025
56.6
10.7
0.8
1.3
41.2
8.8
119.4
Net book value at 29 December 2024
57.0
4.7
0.5
1.4
34.8
5.1
103.5
Assets under construction of £10.7m (2024: £4.7m) relate to supply chain centre development.
Freehold land and buildings
Included within freehold land and buildings is an amount of £4.8m (2024: £4.8m) in respect of land which is not depreciated.
Capitalised financing costs
There were no borrowing costs capitalised during the period (2024: £nil).
167
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
15. Leases
The Group enters a variety of lease arrangements including leases of properties occupied by franchisees, our corporate stores together with
certain warehouses and warehouse office properties, and various equipment and vehicles.
For franchisee-operated properties, the Group holds both a head-lease with the landlord, and a sub-lease with a franchisee, for the majority of
stores in the UK and Ireland. The Group accounts for the head-lease and the sub-leases separately as two separate contracts.
The Group’s lease portfolio includes right-of-use assets and lease receivables with a corresponding lease liability as outlined below:
Right of use asset
36.4
20.8
Lease receivables
200.4
206.7
Lease liabilities
(240.1)
(229.7)
(3.3)
(2.2)
Right-of-use assets
Right-of-use assets include the Group’s corporate store leases, supply chain centre leases, office leases as well as various equipment leases.
The net book value of right-of-use assets were as follows:
Property
23.9
8.9
Equipment
12.5
11.9
36.4
20.8
Additions to right-of-use assets during 2025 were £22.5m (2024: £13.1m), including £4.5m from the acquisition of Victa DP Limited as detailed
in note 27.
Depreciation recognised on right-of-use assets was as follows:
Property
1.6
0.8
Equipment
5.0
4.0
6.6
4.8
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168

Lease receivables
Lease receivables relate to franchisee-operated leases, where the Group is the lessor and the franchisee is the lessee.
The below table shows the maturity analysis of lease receivables on an undiscounted basis, and the impact of discounting:
Year 1
29.3
29. 2
Year 2
28.4
28.5
Year 3
27.1
27.4
Year 4
25.9
26.1
Year 5
24.6
24.7
Onwards
154.8
162.2
Total undiscounted lease receivables
290.1
298.1
Less present value discount
(89.7)
(91.4)
Lease receivables included in the balance sheet
200.4
206.7
Current
17.7
17.2
Non-current
182.7
189.5
200.4
206.7
The lease receivable has decreased from £206.7m to £200.4m. The movement is due to additions of new leases of £8.1m, interest receivable
of £12.7m, modifications of £8.8m, foreign exchange of £0.3m offset with receipts of £29.9m and disposals of £6.3m. The Group applies the
simplified model in accordance with IFRS 9 to recognise lifetime expected credit losses on lease receivables. The value of the expected credit
losses on lease receivables is not material, based on the strong business model for franchisees and their underlying profitability.
169
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
15. Leases continued
Lease liabilities
Lease liabilities include franchise-operated leases where the Group is the lessee, corporate store leases, supply chain centre leases, office leases
as well as various equipment leases.
The below table shows the maturity analysis of lease liabilities on an undiscounted basis, and the impact of discounting:
Year 1
38.4
37.1
Year 2
36.5
34.2
Year 3
34.7
32.1
Year 4
32.7
30.7
Year 5
29.0
28.8
Onwards
223.0
209.4
Total undiscounted lease liabilities
394.3
372.3
Less present value discount
(154.2)
(142.6)
Lease liabilities included in the balance sheet
240.1
229.7
Current
22.9
22.3
Non-current
217. 2
207.4
240.1
229.7
The lease liability has increased from £229.7m to £240.1m due to additions of £25.9m, interest charges of £14.7m, modifications of £8.8m,
foreign exchange movements of £0.7m offset with repayments of £37.6m and disposals of £2.1m. The overall net lease liability has increased
from £23.0m to £39.7m, as the level of repayments of lease liabilities and receipts on lease receivables for our back-to-back property leases has
remained consistent, and lease payments on our properties and equipment leases were offset with additions and interest charges.
There was a net £7.7m cash outflow across the Group’s lease portfolio (2024: £5.6m).
Amounts recognised in the income statement
Interest income on lease receivables
12.7
13.0
Interest expense on lease liabilities
(14.7)
(14.1)
Income relating to short-term leases
1.5
0.9
Expenses relating to short-term leases – property
(1.5)
(0.9)
Expenses relating to short-term leases – equipment
(2.0)
(3.1)
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16. Trade and other receivables
Included in non-current assets:
Loans to franchisees*
2.3
4.4
Other receivables*
0.1
0.8
Amounts owed by associates and joint ventures*
–
3.9
2.4
9.1
* Financial assets at amortised cost.
Included in current assets:
Trade receivables*
17. 3
15.5
Amounts owed by associates and joint ventures*
1.8
3.1
Loans to franchisees*
1.2
0.8
Other receivables*
2.7
6.8
Prepayments
11.6
8.8
Accrued income*
30.2
24.2
NAF deficit*
1.3
1.1
Total
66.1
60.3
* Financial assets at amortised cost.
Included in current other receivables are balances due from franchisees for development of new stores and refurbishment of existing stores
of £2.1m (2024: £1.1m). In addition, other receivables in the prior year included an amount of £4.6m relating to amounts receivable from
beneficiaries of the reversionary scheme; these were settled in the current period.
Accrued income mainly consists of interactive cash and supplier rebates.
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
16. Trade and other receivables continued
Trade receivables
Trade receivables are denominated in the following currencies:
Sterling
14.7
14.6
Euro
2.6
0.9
17.3
15.5
Trade receivables are non-interest bearing and are generally on seven to 28-day terms. As at 28 December 2025, there was a provision of £0.3m
against trade receivables (2024: £0.3m).
The ageing analysis of trade receivables is as follows:
At 28 December 2025
17. 3
17.0
0.0
0.3
At 29 December 2024
15.5
15.3
0.0
0.2
Loans to franchisees
Loans to franchisees are repayable within one to 10 years. The loans are either interest free or bear interest on a monthly or quarterly basis at an
average of 3.0% above the base rate and are repaid in monthly or quarterly instalments.
Amounts owed by associates and joint ventures
Amounts owed by associates
1.5
6.9
Amounts owed by joint ventures
0.3
0.1
1.8
7.0
Included within the balance due from joint ventures and associates are trading balances of £1.5m (2024: £1.4m) due from Full House Restaurants
Holdings Limited, £0.3m due from Domino’s Pizza West Country Limited (2024: £0.1m), and £nil due from Victa DP Limited (2024: £1.6m).
An analysis is provided below of the movement in trading and loan balances with associates and joint ventures:
At 31 December 2023
3.1
–
3.1
Movement in loan balance
–
3.9
3.9
At 29 December 2024
3.1
3.9
7.0
Movement in trading balance
(1.3)
–
(1.3)
Movement in loan balance
–
(3.9)
(3.9)
At 28 December 2025
1.8
–
1.8
The decrease in the loan balance was due to the acquisition of Victa DP Limited.
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172

NAF and eCommerce funds
The gross amounts of the NAF and eCommerce fund were as follows:
NAF surplus
41.6
37.1
eCommerce fund deficit
(42.9)
(38.2)
Net NAF and eCommerce debtor
(1.3)
(1.1)
The opening net NAF and eCommerce debtor on 30 December 2024 was £1.1m, which consisted of a NAF surplus of £37.1m and an eCommerce
fund deficit of £38.2m. Total contributions made to the NAF and eCommerce fund during the 52 weeks ended 28 December 2025 were
£89.8m (2024: £85.6m), with expenditure of £90.0m (2024: £86.8m). The amount recognised as revenue of £85.8m (2024: £84.3m) includes the
elimination of intercompany revenue of £4.2m (2024: £2.5m).
The NAF and eCommerce fund balance comprises the net of balances relating to the NAF, which is a fund into which the franchisees contribute
for purposes of marketing, advertising and other promotion; and an eCommerce fund into which the franchisees contribute to cover the
research, development and operating costs of the Domino’s website and mobile apps, as well as related credit card costs, such as merchant
data handling costs and chargebacks. The balance of the Funds at 28 December 2025 was a net deficit of £1.3m (2024: £1.1m) and is therefore
presented within trade and other receivables.
The timing difference, being the difference between the amounts received under the contract and expenditure incurred, is held on the balance
sheet and presented in trade and other receivables or trade and other payables on a net basis across both funds. As the relevant performance
obligations are under the same contract with the customer, it is appropriate to present the contract assets or liabilities on a net basis. The key
judgements and policies related to the NAF and eCommerce income are described in note 2.
Franchisees are presented with data which shows the respective surplus or deficit of each fund separately. The Group has the right to increase
the charges for either fund to recover any deficits on a prospective basis, and for that reason there is no concern over the recoverability of
amounts. The Group also has the ability to recover any deficit through decreased spend by the fund. Surpluses or deficits naturally arise
because of timing differences between cash flows of the NAF and eCommerce expenditure and contributions received from the franchisees.
The commercial practice has been to combine the NAF and eCommerce fund and present any surplus or deficit on a net basis and this is the
principle accepted by all parties because of the broad crossover between marketing and the website in promoting the Domino’s brand.
173
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
17. Investments in associates and joint ventures
Balance at 31 December 2023
4.4
20.8
Underlying profit for the period
0.3
3.0
Dividends received
–
(2.5)
Balance at 29 December 2024
4.7
21.3
Underlying profit for the period
0.3
2.1
Dividends received
(0.4)
(1.5)
Revaluation gain
–
1.5
Disposals
–
(16.0)
Balance at 28 December 2025
4.6
7.4
Full House Restaurants Holdings Limited
2.1
2.7
Northern Ireland JV
–
0.3
2.1
3.0
Domino’s Pizza West Country Limited
0.3
0.3
2.4
3.3
Details of joint ventures and associates are given in note 32.
a) Investment in associates
The Group has a 24% interest in Full House Restaurants Holdings Limited (‘Full House’), a private company that manages pizza delivery stores
in the UK. During the period, the Group disposed of a 25% interest in Full House in December 2025 which had a carrying amount of £7.7m for
£17.6m including costs of £0.2m, taking its ownership interest from 49% to 24%. This resulted in a profit on disposal of £9.9m.
The Group increased its ownership interest of Victa DP from 46% to a 70% controlling share. As a result, Victa DP is now a subsidiary of the
Group. A fair value gain of £1.5m was recognised on the deemed disposal of the investment prior to obtaining the controlling interest. The
carrying amount increased to £8.3m which was then derecognised on the acquisition of controlling interest. For further detail refer to note 27.
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174

A summary of financial information of the associates is set out below:
Full House
Victa
Non-current assets
31.9
32.5
–
46.9
Current assets
11.6
13.0
–
3.5
Current liabilities
(6.1)
(7.6)
–
(28.5)
Non-current liabilities
(11.3)
(13.0)
–
( 7.1)
Net assets
26.1
24.9
–
14.8
undertaking’s net assets
6.3
12.2
–
6.8
Goodwill and transaction costs
1.1
2.3
–
–
Group’s carrying amount of the investment
7.4
14.5
–
6.8
Revenue
73.6
74.2
6.2
34.8
Profit/loss for the period
4.5
5.6
0.1
0.6
Total comprehensive income for the period
4.5
5.6
0.1
0.6
Group’s share of profit for the period
2.1
2.7
–
0.3
Dividends received
1.5
2.5
–
–
The associates had no contingent liabilities or capital commitments at 28 December 2025 or at 29 December 2024. The associates require the
controlling party’s decision to distribute its profits.
175
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
17. Investments in associates and joint venture continued
b) Investment in joint ventures
During the year, the Group held a 50% UK joint venture in Domino’s Pizza West Country Limited (‘West Country’). West Country is accounted
for as a joint venture using the equity method in the consolidated financial statements as the Group has joint control through voting rights and
share ownership as well as being party to a joint venture agreement, which ensures that strategic, financial and operational decisions relating to
the joint venture activities require the unanimous consent of the two joint venture partners.
A summary of financial information of the joint venture is set out below:
Current assets
7.1
7.7
Non-current assets
4.6
4.7
Current liabilities
(2.1)
(2.6)
Non-current liabilities
(1.2)
(1.2)
Net assets
8.4
8.6
Group’s share of interest in joint venture’s net assets
4.2
4.3
Goodwill and transaction costs
0.4
0.4
Group’s carrying amount of the investment
4.6
4.7
Revenue
16.7
15.9
Profit/loss for the period
0.6
0.5
Total comprehensive income for the period
0.6
0.5
Group’s share of profit for the period
0.3
0.3
Dividends received
0.4
–
Depreciation and amortisation
(0.5)
(0.5)
Income tax expense
(0.2)
(0.2)
Cash and cash equivalents
6.7
6.6
West Country had no contingent liabilities or capital commitments as at 28 December 2025 and 29 December 2024. West Country cannot
distribute its profits without the consent from both the joint venture partners.
18. Inventories
Raw materials
0.6
0.6
Finished goods and goods for sale
9.6
8.4
Inventories held by corporate stores
0.5
0.2
Total inventories at lower of cost or estimated net realisable value
10.7
9. 2
Provisions against inventories were £0.7m (2024: £0.9m) and amounts written off against cost of sales were £0.2m (2024: £nil).
Domino's Pizza Group plc
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176

19. Cash and cash equivalents
Cash at bank and in hand
24.6
52.2
Total cash at bank and in hand
24.6
52.2
Cash and cash equivalents comprise cash in hand and on-call deposits held with banks and includes £17.3m (2024: £15.6m) of cash in transit.
The fair value of cash and cash equivalents is £24.6m (2024: £52.2m).
Cash is denominated in the following currencies:
Sterling
17. 2
44.0
Euro
7.2
8.1
US Dollar
0.2
0.1
24.6
52.2
20. Trade and other payables
Trade payables*
32.9
23.1
Other taxes and social security costs
4.5
6.0
Other payables*
35.5
33.3
Accruals*
49.8
54.2
Deferred income
2.3
1.8
125.0
118.4
Deferred income
0.2
0.5
0.2
0.5
* Financial liabilities at amortised cost.
Terms and conditions of the above financial liabilities are:
• trade payables are non-interest bearing and are normally settled on seven to 30-day terms; and
• other payables are non-interest bearing and have an average term of six months. Included within accruals are amounts relating to goods
received and not yet invoiced of £8.0m (2024: £11.9m), together with trading accruals, head office cost accruals, payroll accruals and royalty
accruals throughout the Group.
177
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FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
21. Financial liabilities
Bank revolving facility
10.2
19.1
Private Placement loan notes
299.0
298.6
309.2
317.7
Debt facilities
At 28 December 2025, the Group had a total of £600m (2024: £500m) of debt facilities, of which £287m (2024: £180m) was undrawn.
The facilities include a £300m (2024: £200m) multi-currency revolving credit facility (‘RCF') and £300m (2024: £300m) of US Private
Placement loan notes (‘USPP'). Arrangement fees of £3.0m and £2.0m were incurred on the RCF and USPP respectively.
Private placement loan notes
The USPP loan notes issued in 2022 mature on 27th July 2027. Arrangement fees of £0.4m (2024: £0.7m) directly incurred in relation to this
USPP are included in the carrying values of the loan notes and are being amortised over the remaining loan term. Interest is charged at 4.26%
per annum.
On 20 June 2024, the Group issued an additional £100m USPP loan notes, which mature on 20th June 2034. Arrangement fees of £0.6m (2024:
£0.7m) directly incurred in relation to this USPP are included in the carrying values of the loan notes and are being amortised over the loan term.
Interest is charged at 5.97% per annum.
The USPP loan notes are secured by an unlimited cross guarantee between the same legal entities that are guaranteeing the revolving
credit facility.
Bank revolving facility
As at 29 December 2024 the Group had a £200m RCF with an original term of five years to July 2027. On 29 July 2025 the RCF was increased
to £300m and its maturity was extended to July 2030. The margin range above SONIA (or equivalent) on interest charges has been reduced
from 1.85% to 1.65%, when the Group’s leverage is less than 1:1, and from 2.85% to 2.65%, when the Group’s leverage is above 2.5:1.
Utilisation fees (from 0.15% when over one-third is utilised to 0.30% when outstanding loans drawn is more than two-thirds) and commitment
fees (35% of the applicable margin on undrawn amounts) remain unchanged.
The amended RCF is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza UK &
Ireland Limited, DP Realty Limited, DP Pizza Limited, Shorecal Limited, Karshan Limited, K&M Pizzas Limited and Sarcon No 214 Limited.
Arrangement fees of £2.8m (2024: £0.9m) directly incurred in relation to the RCF are included in the carrying values of the facility and are
being amortised over the extended term of the facility.
An ancillary overdraft and pooling arrangement was in place with Barclays Bank Plc for £20.0m covering the companies, Domino’s Pizza
Group plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited,
Sheermans SS Limited and Sheermans Limited. Interest is charged for the overdraft at the same margin as applicable to the revolving credit
facility above SONIA.
22. Deferred consideration receivable
Non-current
–
2.0
Current
2.0
–
2.0
2.0
In the prior period, the Group disposed of the London Corporate stores which included £2.0m of deferred consideration, to be received by
December 2026.
Domino's Pizza Group plc
Annual Report & Accounts 2025
178

23. Provisions
At 31 December 2023
1.1
1.4
–
1.3
3.8
Arising on acquisition of subsidiaries
–
1.6
2.6
–
4.2
Arising during the period
–
0.7
–
0.2
0.9
Utilised during the period
(1.1)
–
(0.4)
–
(1.5)
Released during the period
–
(1.0)
–
(0.7)
(1.7)
At 29 December 2024
–
2.7
2.2
0.8
5.7
Arising on acquisition of subsidiaries
–
1.4
–
–
1.4
Arising during the period
–
1.0
–
0.2
1.2
Utilised during the period
–
(0.1)
(1.0)
(0.5)
(1.6)
At 28 December 2025
–
5.0
1.2
0.5
6.7
Current
1.7
3.0
Non-current
5.0
2.7
6.7
5.7
Dilapidations provisions
On acquisition of Victa DP Limited, the Group recognised dilapidations provisions of £1.4m, which were recognised at fair value.
During the period an additional provision of £1.0m (2024: £0.7m) was recorded in relation to supply chain centre equipment. £0.1m of the
provision in relation to supply chain centre equipment was utilised in the period.
Dilapidations provisions includes an amount of £1.6m recognised on the acquisition of Shorecal in 2024.
Dilapidations provisions are recognised as non-current liabilities, reflecting estimated costs required to restore leased premises at the end of
each lease, all of which extend beyond one year.
Driver case provision
During the period there was a £1.0m utilisation of the provision recognised on acquisition of Shorecal Limited in relation to historical tax
exposures of the Shorecal group relating to the employment versus contractor status of delivery drivers, including litigation with tax authorities
in Ireland which was partially settled.
Other provisions
Other provisions include £0.1m (2024: £0.6m) relating to closure costs associated with the disposal of the London corporate stores in 2024,
and £0.2m relating to closure of the legacy international holding companies. During the period, £0.5m of the provision relating to the London
corporate stores closure was utilised.
179
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
24. Financial risk management objectives and policies
The Group’s financial risk management objectives consist of identifying and monitoring risks which might have an adverse impact on the value of
the Group’s financial assets and liabilities, reported profitability or cash flows.
The main risks are foreign currency risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each
of these risks, which are summarised below.
The Group has various financial assets such as trade receivables and cash, which arise directly from its operations. The Group’s principal financial
liabilities comprise bank revolving facilities, US Private Placement notes, other loans and finance leases.
The Group’s treasury policy allows it to trade in derivatives to manage interest rate, commodity and foreign exchange risk.
Foreign currency risk
The Group has investments in operations in Ireland and also buys and sells goods and services in currencies other than Sterling. As a result, the
value of the Group’s non-functional currency revenues, purchases, financial assets and liabilities, and cash flows can be affected by movements
in exchange rates. The Group seeks to mitigate the effect of its currency exposures by agreeing fixed currency contracts with franchisees and
suppliers wherever possible.
The Group currently uses derivative financial instruments to hedge certain monetary assets and liabilities denominated in foreign currency.
The Group does not currently use derivatives to hedge balance sheet and income statement translation exposures arising on the consolidation
of overseas subsidiaries/investments.
The impact on the Group’s pre-tax equity is due to changes in carrying value of investments in subsidiaries, joint ventures and associates. The
Group’s exposure to foreign currency changes for all other currencies is immaterial.
The following table demonstrates the sensitivity to a reasonably possible change in Sterling against the Euro, with all other variables
held constant. The impact on the Group’s profit before tax is due to changes in the carrying value of currency-denominated assets and
liabilities in subsidiaries with a Sterling functional currency and Sterling-denominated assets and liabilities in subsidiaries with a non-Sterling
functional currency.
2025
+25%
(1.1)
(10.7)
-25%
1.9
22.3
2024
+25%
(1.2)
(15.8)
-25%
2.0
26.3
Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial asset or liability fails to meet its contractual obligations.
The counterparties to the Group’s trade and other receivables and net investment in finance leases are predominantly franchisees. Franchisees
are subject to a robust selection and verification process, and on-time payment of balances owing is a condition of the franchise agreements on
which a franchisee’s business model depends. An expected credit loss of £0.3m (2024: £0.3m) has been recognised in respect of balances due
from franchisees in light of the very low historic incidence of franchisee-related credit losses.
Credit risk relating to cash and cash equivalents and derivative financial instruments is controlled by limiting counterparties to those that have
been approved by the Board and have high credit ratings. The long-term credit ratings of the Group’s cash and cash equivalents and derivative
financial instrument counterparties are A or higher. As such, no expected credit loss impairment has been recognised in respect of cash and cash
equivalents (2024: £nil).
Specific credit reviews of the counterparties to the other financial assets held at amortised cost, being deferred and contingent consideration
and amounts owed by associates and joint ventures, have not revealed any significant risk of credit loss (2024: £nil).
Credit risk is factored into the measurement approach for all financial assets held at fair value, such that their carrying value includes any
expected credit loss impairment.
Domino's Pizza Group plc
Annual Report & Accounts 2025
180

Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due.
To manage liquidity risk, each operating area prepares short-term, medium-term and long-term cash flow forecasts which are regularly reviewed
and challenged. These forecasts are consolidated centrally to ensure the Group has sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions.
All major investment decisions are considered by the Board as part of the project appraisal and approval process.
The Group has £300m in USPP loan notes, of which £200m mature in July 2027 and £100m mature in June 2034, and access to a £300m
syndicated revolving credit facility which matures in July 2030. The Group also has access to a Sterling overdraft of £20m which was undrawn at
28 December 2025 and 29 December 2024.
The Group’s liquidity risk on its derivative financial instruments is not material and has not been included in the maturity profile below.
The tables below summarise the maturity profile of the Group’s financial liabilities at 28 December 2025 and 29 December 2024 based on their
contractual undiscounted payments:
Lease liabilities
–
9.6
28.8
132.9
223.0
394.3
Private Placement Loan Notes
–
4.3
10.2
232.4
120.9
367.8
Bank revolving facility
–
0.8
2.4
24.5
–
27.7
Trade and other payables
0.2
117. 5
–
0.5
–
118.2
0.2
132.2
41.4
390.3
343.9
908.0
Lease liabilities
–
9.3
27. 8
125.8
209.4
372.3
Private Placement Loan Notes
–
4.3
10.2
240.9
126.9
382.3
Bank revolving facility
–
0.8
2.4
25.1
–
28.3
Trade and other payables
0.2
109.7
–
1.0
–
110.9
0.2
124.1
40.4
392.8
336.3
893.8
181
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
24. Financial risk management objectives and policies continued
Interest rate risk
Interest rate risk is the risk that movements in the Sterling Overnight Index Average (SONIA) rate increases causing finance costs to increase.
The Group’s objective and policy is to reduce interest rate risk on finance costs by arranging long term borrowings (such as the US Private
Placement Loan Notes) at fixed interest rates. The Group’s interest rate risk arises predominately from its revolving credit facility.
The Group measures and monitors interest rate risk by periodically assessing the impact of higher rates on finance costs. The sensitivity analyses
below have been determined based on the exposure to interest rates at the balance sheet date. For floating rate liabilities, the analysis is
prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year.
The Group undertakes sensitivity analysis prepared on a basis of constant net debt.
If interest rates had been 0.5% higher/lower and all other variables were held constant, the Group’s profit for the 52-week period ended 28
December 2025 would decrease/increase by £0.1m (2024: decrease/increase by £0.2m). This is mainly attributable to the Group’s exposure
to interest rates on its variable rate borrowings. There would be no impact on other comprehensive income. Interest rate exposure has been
reduced due to fixing the interest rate on the majority of the Group’s debt until 2027 and 2034 (via US Private Placement loan notes).
Capital management
The primary objective of the Group’s capital management is to ensure that it retains a strong credit rating and healthy capital ratios to support
its business and maximise shareholder value through the effective use of cash and debt resources.
The Group manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure,
the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. During the period ended 26
December 2021, the Board announced the introduction of a new capital allocation framework. The new framework seeks to sustain the growth
of our core business through capital investment and assessing growth opportunities. It further introduced an annual allocation of surplus cash
to shareholders through a combination of dividends and other forms of returns and a targeted debt to underlying EBITDA leverage ratio of
1.5x–2.5x. No changes were made in the objectives, policies or processes during the period ended 28 December 2025. Special resolutions were
passed at the 2024 and 2025 AGMs, held on 1 May 2024 and 24 April 2025 respectively, to authorise the Company to make purchases on the
London Stock Exchange of up to 10% of its Ordinary shares.
Reconciliation of underlying EBITDA and leverage ratio:
Debt facilities
309.2
317.7
Less: cash and cash equivalents
(24.6)
(52.2)
Net debt
284.6
265.5
Underlying EBIT
111.2
125.0
Underlying depreciation, amortisation and impairment
22.7
18.4
Underlying EBITDA
133.9
143.4
Adjusted leverage ratio
2.13
1.85
Underlying EBITDA
133.9
143.4
Less EBITDA impact of IFRS 16
(7.7)
(5.5)
Adjusted underlying EBITDA
126.2
137.9
Adjusted leverage ratio (excluding IFRS 16)
2.26
1.93
Domino's Pizza Group plc
Annual Report & Accounts 2025
182

The Group’s financing is subject to financial covenants. These covenants relate to measurement of adjusted Earnings Before Interest, Tax,
Depreciation, Amortisation and Rent (‘EBITDAR') against consolidated net finance charges (interest cover) and adjusted EBITDA (leverage ratio)
measured semi-annually on a trailing 12-month basis at half year and year end. The interest cover covenant under the terms of the RCF and
USPP cannot be less than 1.5:1, and the leverage ratio cannot be more than 3:1. The Group has complied with all of these covenants.
For the assessment of leverage covenants under the Group’s financing, certain adjustments are made to the EBITDA figures used above,
including the removal of significant irregular items, gains relating to investments, share of profits of joint ventures and associates, and the
inclusion of cash dividends received from investments. In addition, debt is adjusted to remove cash balances held in entities which are not
guarantors under the agreement.
The Group’s lease liabilities are not included in the Group’s definition of Net Debt. Lease liabilities are measured at the present value of future
lease payments, including variable lease payments and the exercise price of purchase options where it is reasonably certain that the option will
be exercised, discounted using the interest rate implicit in the lease, if readily determinable, or alternatively the Group’s incremental borrowing
rate as a lessee.
For further commentary on cash flow, net debt and gearing see the Strategic report.
25. Financial instruments
Set out below is a comparison by classification of all the Group’s financial instruments at the end of the period:
Trade receivables
–
17.3
17.3
–
15.5
15.5
Other receivables
–
2.8
2.8
–
7.6
7.6
Accrued income
–
30.2
30.2
–
24.2
24.2
Loans to franchisees
–
3.5
3.5
–
5.2
5.2
Cash and cash equivalents
–
24.6
24.6
–
52.2
52.2
Lease receivables
–
200.4
200.4
–
206.7
206.7
Deferred consideration receivable
–
2.0
2.0
–
2.0
2.0
Amounts owed by associates and joint ventures
–
1.8
1.8
–
7.0
7.0
NAF and eCommerce
–
1.3
1.3
–
1.1
1.1
Investments
8.0
–
8.0
11.5
–
11.5
Trade payables
–
32.9
32.9
–
23.1
23.1
Other payables
–
35.5
35.5
–
33.3
33.3
Accruals
–
49.8
49.8
–
54.2
54.2
Bank revolving facility
–
10.2
10.2
–
19.1
19.1
Private placement loan notes
–
299.0
299.0
–
298.6
298.6
Lease liabilities
–
240.1
240.1
–
229.7
229.7
Prepayments, deferred income and other tax and social security payables are not financial assets or liabilities and are therefore excluded from
the above analysis.
183
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
25. Financial instruments continued
Financial instruments measured at fair value
Derivative financial instruments are measured at fair value through profit and loss and have been categorised within Level 1 of the fair value
hierarchy, as defined under IFRS 13, because their fair value is determined using quoted prices in active markets, such as currency exchange
rates and interest rate curves.
As at 28 December 2025, the Group had two foreign exchange derivative contracts outstanding to hedge certain non-monetary assets
denominated in Euros. The contracts have a notional amount of €17m (FY24: €13m), an immaterial fair value (asset or liability), and mature in less
than one month. During the year, the Group recognised a loss of £0.4m (FY24: gain of £0.2m) on the settlement of foreign exchange contracts
related to monetary assets and liabilities denominated in foreign currencies. The loss or gain has been included in the finance section of the
income statement.
In the prior year, the Group acquired 12.1% of the issued ordinary share capital of DP Poland plc, an AIM-listed company based in the UK, for
a cost of £11.4m, which included transaction costs of £0.4m. An election has been made for the equity instrument to be designated as fair
value through other comprehensive income as the investment is not held for trading but for long-term growth which is aligned to the Group’s
investment strategy. The investment was categorised at Level 1 of the IFRS 13 fair value hierarchy with its fair value based on quoted prices
in the active AIM market. The fair value of the investment at the balance sheet date is £8.0m (2024: £11.5m) and a fair value loss of £3.5m has
been recognised in other comprehensive income.
Financial instruments measured at amortised cost
All other financial instruments are measured at amortised cost. Trade and other receivables, trade and other payables, and share buyback
obligations have short terms to maturity. For this reason, their carrying values are considered to reasonably approximate their fair values.
The bank revolving facilities incur interest at floating rates. Given this and the Group’s strong liquidity management, their carrying values are
also considered to reasonably approximate their fair values.
The private placement loan notes are recorded at amortised cost of £299.0m (2024: £298.6m). Based on unadjusted market data at
28 December 2025, the fair value of the private placement loan notes was £303.4m (2024: £298.4m). The fair value is determined based on
Level 2 of the fair value hierarchy as it utilises observable inputs. Refer to note 21 for details on interest rates charged.
The NAF and eCommerce debtor relates to an excess of NAF and eCommerce services provided over royalties received from franchisees. The
carrying value of these balances with franchisees is considered to reasonably approximate fair value. Deferred consideration relates to the sale
of the remaining London corporate stores. Refer to note 22 for details.
As detailed in note 16, included in amounts owed by associates and joint ventures are trading balances with Full House Restaurants Holdings
Limited and Domino’s Pizza West Country Limited.
26. Share capital and reserves
Allotted, called up and fully paid share capital of 25/48p per share:
52 weeks ended 28 December 2025
52 weeks ended 29 December 2024
Number
£
Number
£
At 30 December 2024 and 1 January 2024
394,712,748
2,055,797
396,404,901
2,064,610
Share issues
–
–
6,700,909
34,901
Share buybacks
(9,844,125)
(51,271)
(8,393,062)
(43,714)
At 28 December 2025 and 29 December 2024
384,868,623
2,004,526
394,712,748
2,055,797
During the period, the Group announced and bought back a total of 9,844,125 Ordinary shares of 25/48p each for a total of £20.1m (2024:
£26.3m) including costs of £0.1m (2024: £0.2m). The average price paid for these repurchased shares was 203.2p (2024: 311.5p). These
repurchased shares were then cancelled in the same period.
The Employee Benefit Trust (‘EBT') purchased 1,200,000 shares (2024: nil) in the ompany for a consideration of £3.3m. Further details outlined below.
In the prior period the Group issued 6,700,909 shares as part of the consideration paid for the acquisition of Shorecal, resulting in share
premium of £22.3m.
Domino's Pizza Group plc
Annual Report & Accounts 2025
184

Nature and purpose of reserves
Share capital
Share capital comprises the nominal value of the Company’s Ordinary shares of 25/48p each.
Share premium
The share premium reserve is the premium paid on the Company’s 25/48p Ordinary shares.
Capital redemption reserve
The capital redemption reserve includes the nominal value of shares bought back by the Company.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed Employee Benefit Trust (‘EBT’) and shares in the Company held
by the Company as ‘treasury shares’.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under employee share
incentive schemes. During the year, the EBT purchased 1,200,000 shares (2024: nil) in the Company and disposed of 750,128 (2024: 677,302)
shares in the Company. The EBT held 3,710,846 shares (2024: 3,260,974) at the end of the period, which have a historic cost of £10.9m
(2024: £10.0m). The EBT waived its entitlement to dividends in the current and prior period.
Other reserves
This reserve relates to the recognition of gains and losses on the revaluation of the group’s 12.1% investment in DP Poland. During the current
year a revaluation loss of £3.5m (2024: gain: £0.1m) has been recognised. See note 25 for further details.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of the
Group’s foreign subsidiaries.
Accumulated losses
This reserve represents accumulated comprehensive income for the financial period and prior financial periods less shareholder distributions.
Non-controlling interests
This represents the reserves not attributable to the Parent Company.
27. Business combinations
Acquisition of Victa DP Limited
On 10 March 2025, the Group acquired an additional 24% of share capital of Victa DP Limited, a private company registered in the United
Kingdom that operates Domino’s franchise stores in Northern Ireland, taking its ownership to 70%. A total net cash consideration of £7.0m was
transferred. Transaction costs of £0.2m were incurred on the acquisition.
The acquisition is consistent with the Group’s growth strategy of unlocking growth in Northern Ireland and the Republic of Ireland following the
acquisition of Shorecal in 2024 and the investment in the Ireland supply chain centre.
The acquisition balance sheet reflects management’s assessment of the fair value of identifiable assets and liabilities acquired, as permitted
under IFRS 3 Business Combinations. While the Group remains within the measurement period, no further adjustments are anticipated.
Adjustments recognised primarily relate to the identification of intangible assets for the reacquired rights relating to the franchise agreements,
right-of-use assets and lease liabilities, and provisions.
The reacquired rights of £18.7m were valued using multiple period excess earnings method over the remaining contractual term of the franchise
agreements which is reflective of their useful economic life. These assets will be amortised over the period of the franchise agreements, with
amortisation recognised in non-underlying results.
Provisions of £1.4m were recognised on acquisition which relates to dilapidations provisions for the acquired leases.
Financial liabilities of £20.7m, representing external debt held pre-acquisition, were settled by the Group subsequent to the acquisition date.
The resulting goodwill of £22.8m recognised represents intangible assets that do not qualify for separate recognition, such as the extensive
assembled workforce, and synergies resulting from the Group’s purchase of this company, and the future growth potential of the company.
185
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
27. Business combinations continued
Acquisition of Victa DP Limited continued
Using the proportionate share method, non-controlling interest of £3.2m was recognised on acquisition, representing the 30% of Victa DP that
is not owned by the Group. A capital contribution of £2.2m was made by the non-controlling interest post acquisition.
Immediately prior to the acquisition, the Group held a 46% interest in Victa DP which had a value of £6.8m. When a business combination is
achieved in stages, IFRS 3 requires an acquirer to remeasure its previously held equity interest in the acquiree at its fair value on the date of
acquisition. As a result, the 46% interest was remeasured resulting in a fair value gain of £1.5m which has been recognised as non-underlying
within other income in the Group income statement.
Since the acquisition, Victa DP has contributed £16.2m of Group revenue and profit before tax of £0.7m. Had the acquisition taken place at the
start of the period, the Group would have had revenue of £24.6m and profit before tax of £1.0m.
Cash paid on acquisition
7.1
Cash acquired
(0.1)
Net cash consideration
7.0
Property, plant and equipment
4.1
Intangible assets
18.7
Right-of-use-assets
4.5
Deferred tax assets
0.3
Inventories
0.2
Trade and other receivables
1.4
Total assets acquired
29.2
Trade and other payables
(7.4)
Deferred tax liabilities
(5.1)
Corporation tax
(0.8)
Lease liabilities
(4.5)
Provisions
(1.4)
Financial liabilities
(20.7)
Total liabilities acquired
(39.9)
Net identifiable liabilities acquired at fair value
(10.7)
Consideration transferred
7.0
Previously held investment of 46% at fair value
8.3
Non-controlling interest at its 30% proportionate share
(3.2)
Fair value of net liabilities acquired
10.7
Goodwill
22.8
Prior year acquisition of Shorecal Limited
On 10 April 2024, the Group acquired the remaining 85% of the issued share capital of Shorecal Limited. Details of this business combination
were disclosed in note 28 of the Group’s annual financial statements for the year ended 29 December 2024 and reflect the final fair values of the
assets and liabilities acquired and the consideration paid.
Domino's Pizza Group plc
Annual Report & Accounts 2025
186

28. Disposals
Full House Restaurants Holdings Limited
In December 2025 the Group disposed of a 25% interest in Full House Restaurants Holdings Limited, which had a carrying value of £7.7m, for
£17.6m including costs of £0.2m, taking its ownership interest from 49% to 24%. This resulted in a profit on disposal of £9.9m.
London corporate stores
In the prior period, the Group disposed of its London corporate stores, generating a profit on disposal of £21.4m as follows:
Cash received on disposal
32.8
Deferred consideration
2.0
Total consideration
34.8
Net assets disposed excluding cash (see below)
(12.9)
Profit on disposal before professional fees
21.9
Cost associated with disposal
(0.5)
Total profit on disposal
21.4
Intangible assets
11.7
Property, plant and equipment
2.1
Right-of-use assets
7.2
Inventories, trade receivables and trade and other payables
0.1
Deferred tax assets
0.2
Lease liabilities
(7. 2)
Provisions
(1.2)
Net assets disposed excluding cash
12.9
29. Share-based payments
The expense recognised for share-based payments in respect of employee services received during the 52 weeks ended 28 December 2025
was £2.2m (2024: £4.0m). The current year includes the reversal of previously recognised IFRS 2 charges for executives who left in the year.
2012 Long Term Incentive Plan (‘2012 LTIP’)
At the 2012 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance
shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All
awards are capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior
Executives, awards that vest are subject to a further two-year holding period. No shares were exercised during the period (2024: 391,705).
The weighted average share price for options exercised during 2025 was nil (2024: 295p).
2016 Long Term Incentive Plan (‘2016 LTIP’)
At the 2016 AGM, shareholders approved the adoption of new LTIP rules which allow for either the grant of market value options or
performance shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other
employees. All awards are capable of vesting within a three to five-year period should certain performance targets be achieved by the Group.
For certain Senior Executives, awards that vest are subject to a further two-year holding period. No shares exercised during the period (2024: nil).
2022 Long Term Incentive Plan (‘2022 LTIP’)
At the 2022 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance
shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All
awards are capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior
Executives, awards that vest are subject to a further two-year holding period. 705,379 shares were exercised during the period (2024: 41,957).
The weighted average share price for options exercised during 2025 was 207p (2024: 327p).
187
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
29. Share-based payments continued
During the period, the Group granted nil awards (2024: 1,082,242) by way of a Share Appreciation Rights scheme (“SAR”). The strike price for
these shares ranges between 459p and 541p. These shares will vest over a period of five years, with a third of the shares vesting three years
after grant date and the remaining two thirds vesting in year four and year five respectively.
Restricted Share Unit Plan (‘2021 RSU’)
During 2021, the Group established a Restricted Share Unit Plan. Employees are eligible for grants at the discretion of the Remuneration
Committee, which also determines the conditions attached to the grants. 43,599 shares were exercised during the period (2024: 55,497). The
weighted average share price for options exercised during 2025 was 290p (2024: 361p).
Deferred Share Bonus Plan (‘DSBP’)
Under the terms of annual bonus arrangements with Senior Executives, bonus payments can be settled partially in cash and partially in shares
of the Company, with the shares element typically deferred for a two or three-year period and lapsing in certain circumstances connected with
leaving the Company. No shares were exercised during the period (2024: 50,778). The weighted average share price for options exercised during
2025 was nil (2024: 313p).
All of the Company’s DSBP, 2012 LTIP and 2016 LTIP awards are accounted for as equity-settled. A small number of the LTIP and all of the DSBP
awards include entitlement to the equivalent dividends that would have been paid on vested shares in the period between grant date and the
dividend equivalent end date. These dividend entitlements, referred to as dividend equivalent awards, can be equity-settled or cash-settled at
the discretion of the Remuneration Committee. Equity settled accounting treatment was elected at the point of granting all dividend equivalent
awards. Where dividend equivalent awards are subsequently settled in cash, the settling cash payment is accounted for as a repurchase of an
equity interest.
Further information on the DSBP, the 2012 LTIP, the 2016 LTIP and the 2022 LTIP awards is given in the Executive Director policy table on pages
99 to 102 of the Directors’ remuneration report. There were no cash payments (2024: £nil) made during the 52 weeks ended 28 December 2025
settling dividend equivalent awards, recorded as a repurchase of equity as shown in the statement of changes in equity.
Sharesave Scheme
During 2009, the Group introduced a Sharesave scheme giving employees the option to acquire shares in the Company at a 20% discount.
Employees have the option to save an amount per month up to a maximum of £500 and, at the end of three years, they have the option to
purchase shares in the Company or to take their savings in cash. The contractual life of the scheme is three years. The weighted average share
price for options exercised during the period was 312p (2024: 327p).
Estimating fair value
The fair value of awards granted is estimated at the date of grant using Stochastic and Black-Scholes models, taking into account the terms and
conditions upon which they were granted. Total Shareholder Return (‘TSR’) is generated for the Company and the comparator group at the end
of the three-year performance period. The expected volatility reflects the assumption that the historical volatility over a period similar to the life
of the options is indicative of future trends, which may not necessarily be the actual outcome. The following table summarises the inputs used in
the fair value models for grants made in the period ended 28 December 2025, together with the fair values calculated by those models:
Weighted average fair value
182.24p
168.77p
Weighted average share price at grant
245.10p
323.97p
Weighted average exercise price
40.61p
203.32p
Weighted average expected term
3 years
3 years
Expected dividend yield
5.05%
3.60%
Risk-free rates
4.16%
3.96%
Expected volatility
30.37%
31.25%
Domino's Pizza Group plc
Annual Report & Accounts 2025
188

Share options and awards outstanding
As at 28 December 2025, the following share options and awards were outstanding:
Scheme
Exercise price
2012
LTIP
–
11,015
–
–
–
11,015
–
11,015
2022
LTIP
–
4,011,569
2,150,442
(705,379)
(1,669,627)
3,787,0 05
1.65
–
2022
LTIP – SAR
459p to 541p
7, 848,165
–
–
(3,898,443)
3,949,722
1.83
–
2021
RSU
–
43,599
–
(43,599)
–
–
–
–
DSBP
–
54,385
84,570
–
(57,247)
81,708
1.56
–
Sharesave Scheme
193p
to 305p
1,448,796
459,818
(6,971)
(663,886)
1, 237,757
1.17
–
13,417, 529
2,694,830
(755,949)
(6,289,203)
9,067,207
11,015
exercise price
338.26p
40.61p
2.20p
361.70p
261.56p
As at 29 December 2024, the following share options and awards were outstanding:
Scheme
Exercise price
2012
LTIP
–
547,929
–
(391,705)
(145,209)
11,015
–
11,015
2016
LTIP
–
68,653
–
–
(68,653)
–
–
–
2022
LTIP
–
2,637, 24 4
1,524,326
(41,957)
(108,044)
4,011,569
1.63
–
2022
LTIP – SAR
459p to 541p
6,865,923
1,082,242
–
(100,000)
7,848,165
2.60
–
2021
RSU
–
55,497
43,599
(55,497)
–
43,599
0.09
–
DSBP
–
10,342
94,821
(50,778)
–
54,385
2.04
–
Sharesave Scheme
193p
to 305p
1,461,250
367,660
(132,886)
(247, 2 28)
1,448,796
1.53
11,093
11,646,838
3,112,648
(672,823)
(669,134)
13,417,529
22,108
exercise price
348.38p
203.32p
56.23p
170.24p
338.26p
30. Additional cash flow information
Other cash flows from investing activities
Dividends received from associates and joint ventures
17
1.9
2.5
Dividends received from investments
–
0.1
Increase in loans to associates and joint ventures
16
–
(3.9)
1.9
(1.3)
189
GOVERNANCE
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STATEMENTS
STRATEGIC
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Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
30. Additional cash flow information continued
Reconciliation of financing activities
Debt facilities
(317.7)
30.1
(20.7)
–
(0.9)
(309.2)
Lease liabilities
(229.7)
37.6
–
(0.7)
(47. 3)
(240.1)
(547.4)
67.7
(20.7)
(0.7)
(48.2)
(549.3)
Debt facilities
(284.9)
(16.2)
(16.3)
0.4
(0.7)
(317.7)
Lease liabilities
(230.3)
34.8
–
0.5
(34.7)
(229.7)
(515.2)
18.6
(16.3)
0.9
(35.4)
(5 47.4)
The non-cash movements in lease liabilities primarily relate to additions and interest charges as set out in note 15.
Acquisition cash outflows relate to external debt which was acquired by the Group on the acquisition of Victa DP Limited in the current period
and Shorecal Limited in the prior period. The Group settled these subsequent to the acquisition date.
Share purchases in cash flows from financing activities
Purchase of own shares – share buyback
26
(20.1)
(26.3)
Purchase of own shares – employee benefit trust
26
(3.3)
–
(23.4)
(26.3)
Reconciliation to free cash flow
Cash generated from operating activities
103.9
103.5
Net interest paid
(17.4)
(15.7)
Receipt of principal element on lease receivables
17. 2
16.2
Receipt of interest element on lease receivables
12.7
13.0
Repayment of principal element on lease liabilities
(22.9)
(20.7)
Repayment of interest element on lease liabilities
(14.7)
(14.1)
Dividends
1.9
2.6
Other
–
(0.1)
80.7
84.7
31. Capital commitments
At 28 December 2025, amounts contracted for but not provided for in the financial statements for the acquisition of property, plant and
equipment amounted to £19.2m (2024: £0.6m), and for intangible assets amounted to £1.3m (2024: £1.2m) for the Group.
Domino's Pizza Group plc
Annual Report & Accounts 2025
190

32. Related party transactions
The financial statements include the financial statements of Domino’s Pizza Group plc and the subsidiary and associated undertakings listed below.
rights and share capital
Registered office
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Cyco Limited
Cyprus
100% Ordinary
Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Cyco Switzerland Limited
Cyprus
100% Ordinary
Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Realty Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DPG Holdings Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DPG Holdings 2 Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Shorecal Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Pizza (Isle of Man) Limited
Isle of Man
100% Ordinary
First Floor, Jubilee Buildings, Victoria Street, Douglas, IM1 2SH, Isle of Man
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Estates TBL Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Pizza Limited
Republic
100% Ordinary
Unit 1B Toughers Business Park, Newhall, Naas Co. Kildare, Ireland
Domino’s Pizza UK & Ireland Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Karshan Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Karshan (Letterkenny) Limited
Republic
51% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Karshan (Midlands) Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Karshan (Naas) Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
K&M Pizzas Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Pressgate Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Remo Foods Limited
Republic
100% Ordinary
Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare,
Sarcon (No. 214) Limited
Northern
100% Ordinary
7 Seven Houses, Upper English Street, Armagh, BT61 7LA,
Sarcon (No. 341) Limited
Northern
100% Ordinary
7 Seven Houses, Upper English Street, Armagh, BT61 7LA,
191
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FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Group Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
rights and share capital
Registered office
Sell More Pizza Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Harrow Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans SS Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
WAP Partners Limited
England
100% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Victa DP Limited
England
70% Ordinary
Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB,
Victa Developments Limited
England
70% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Victa Properties Limited
England
70% Ordinary
Unit 10, Evolution Wynyard Business Park, Wynyard, England, TS22 5TB
ABD Pizzas Limited
Northern
70% Ordinary
Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Borealis DP Limited
England
70% Ordinary
Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB,
DP Dungannon Limited
Northern
70% Ordinary
Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Elite Pizzas Limited
Northern
70% Ordinary
Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Classic Crust Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Full House Restaurants Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
House Special Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
JJE Enterprises Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Sherston Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Sunmead Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Surrey Pizzas Limited
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
The Woodpecker Inn Ltd
England
24% Ordinary
Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
Domino’s Pizza West Country Limited England
50% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
32. Related party transactions continued
Domino's Pizza Group plc
Annual Report & Accounts 2025
192

rights and share capital
Registered office
DA Hall Trading Limited
England
50% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DAHT Limited
England
50% Ordinary
1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
MLS Limited
England
50% Ordinary
Aldreth, Pearcroft Road, Stonehouse, Gloucestershire GL10 2JY,
During the period, the Group entered into transactions, in the ordinary course of business, with related parties. For details of loan balances due
from associates, please refer to note 16. Transactions entered into, and trading balances outstanding with related parties, are as follows:
Associates
35.2
45.4
Joint ventures
7.4
7.1
42.6
52.5
Associates
1.5
6.9
Joint ventures
0.3
0.1
1.8
7.0
Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured and interest
free, and cash settlement is expected within seven days of invoice. The Group has not provided for or benefited from any guarantees for any
related party receivables or payables.
Compensation of key management personnel (including Directors)
Short-term employee benefits
4.1
4.6
Post-employment benefits
0.1
0.1
Termination benefits
0.3
–
Share-based payment
0.6
0.8
5.1
5.5
The table above includes the remuneration costs of the Executive Directors of the Company, the Directors of Domino’s Pizza UK & Ireland
Limited and other key management personnel of the Group. For details of compensation for the Non-executive Directors refer to page 112 of
the Directors’ Remuneration Report.
33. Post balance sheet events
On 30 January 2026, the Group purchased an additional 10% equity in Victa DP Limited for a cash consideration of £4.0m. Following this
transaction, the Group’s total ownership in Victa DP Limited increased to 80%.
193
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STATEMENTS
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Company Balance Sheet
AT 28 DECEMBER 2025
Note
At 28 December 2025
£m
At 29 December 2024
£m
Assets
Non-current
Investment in subsidiary undertakings 3 73.7 79.7
Investment in associates and joint ventures 3 3.0 3.0
Investments 3 8.0 11.5
Other receivables 4 429.9 568.0
Total non-current assets 514.6 662.2
Current assets
Other receivables 4 281.8 210.0
Cash and cash equivalents 3.4 3.4
Total current assets 285.2 213.4
Total assets 799.8 875.6
Current liabilities
Other payables 5 (25.5) (23.4)
Total current liabilities (25.5) (23.4)
Total liabilities (25.5) (23.4)
Net assets 774.3 852.2
Shareholders’ equity
Called up share capital 7 2.0 2.1
Share premium account 71.9 71.9
Capital redemption reserve 0.5 0.5
Capital reserve – own shares (11.3) (10.3)
Other reserve (3.4) 0.1
Retained earnings 714.6 787.9
Total equity 774.3 852.2
The loss for the 52-week period ended 28 December 2025 of the Company is £9. 7m (2024: £6.1m). The notes on pages 196 to 200 are
an integral part of these Company financial statements. The financial statements on pages 194 to 200 were approved by the Directors on
9 March 2026 and signed on their behalf by:
NICOLA FRAMPTON
DIRECTOR
9 March 2026
Registered number: 03853545
Domino's Pizza Group plc
Annual Report & Accounts 2025
194

Company Statement of Changes in Equity
52 WEEKS ENDED 28 DECEMBER 2025
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital
reserve – own
shares
£m
Other
reserve
£m
Retained
Earnings
£m
Equity
shareholders’
funds
£m
At 31 December 2023 2.1 49.6 0.5 (12.5) – 853.9 893.6
Loss for the period 2 – – – – – (6.1) (6.1)
Gain on investments – – – – 0.1 – 0.1
Shares issued on acquisition of
subsidiary – 22.3 – – – – 22.3
Proceeds from share issues – – – 0.4 – – 0.4
Impairment of share issues – – – 1.8 – (1.8) –
Share buybacks 7 – – – – – (26.3) (26.3)
Share buyback obligation satisfied – – – – – 6.1 6.1
Share options and LTIP charge 8 – – – – – 4.0 4.0
Tax on employee share options – – – – – 0.1 0.1
Equity dividends paid 9 – – – – – (42.0) (42.0)
At 29 December 2024 2.1 71.9 0.5 (10.3) 0.1 787.9 852.2
Loss for the period 2 – – – – – (9.7) (9.7)
Loss on investments 3 – – – – (3.5) – (3.5)
Impairment of share issues – – – 2.3 – (2.3) –
Share buybacks 7 (0.1) – – – – (20.1) (20.2)
Purchase of own shares 7 – – – (3.3) – – (3.3)
Share options and LTIP charge 8 – – – – – 2.2 2.2
Equity dividends paid 9 – – – – – (43.4) (43.4)
At 28 December 2025 2.0 71.9 0.5 (11.3) (3.4) 714.6 774.3
195
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Company Financial Statements
52 WEEKS ENDED 28 DECEMBER 2025
1. Accounting policies
General information
Domino’s Pizza Group plc (‘the Company’) is a limited company
incorporated and domiciled in the United Kingdom. The address of
its registered office and principal place of business is disclosed in the
Directors’ report. The Company is limited by shares.
The Company’s financial statements are presented in Pounds Sterling
(£), which is also the Company’s functional currency.
The Company’s financial statements are individual entity
financial statements.
When referring to the 52 weeks ended 28 December 2025, ‘year’
and ‘period’ are used interchangeably.
As permitted by section 408 of the Companies Act 2006, the
income statement and the statement of comprehensive income of
the Parent Company have not been separately presented in these
financial statements.
Basis of preparation
The company has transitioned from preparing its financial statements
under the Companies Law format to International Accounting
Standards (IAS) 1, ‘Presentation of Financial Statements’. This
transition aims to enhance the comparability with that of the Group.
The financial statements are prepared on a going concern basis under
the historical cost convention, as modified by the revaluation of
investments held at fair value through other comprehensive income.
Refer to note 2 of the Group financial statements for disclosures
related to going concern assessment.
The material accounting policies which follow set out those policies
which apply in preparing the financial statements for the 52 weeks
ended 28 December 2025 and have been applied consistently to all
years presented.
The Company has taken advantage of the following disclosure
exemptions under FRS 101 in respect of:
a) the requirements of IFRS 2: Share Based Payments;
b) the requirements of IFRS 7: Financial Instruments: Disclosures;
c) the requirements of IFRS 13: Fair Value Measurement;
d) the requirement of IAS 1: Presentation of Financial Statements to
present certain comparative information and objectives, policies
and processes for managing capital;
e) the requirements of IAS 7: Statement of Cash Flows;
f) the requirements of IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors to disclose IFRSs issued but not effective;
g) the requirements of IAS 24: Related Party Disclosures to present
key management personnel compensation and intra-group
transactions including wholly owned subsidiaries; and
h) the requirements in IAS 24: Related Party Disclosures to disclose
related party transactions entered into between two or more
members of a group, provided that any subsidiary which is a party
to the transaction is wholly owned by such a member.
The basis for all of the above exemptions is because equivalent
disclosures are included in the consolidated financial statements of
the Group in which the entity is consolidated.
Investments
Investments held in subsidiaries are stated at cost less provision for
impairment. The Company assesses these investments for impairment
wherever events or changes in circumstances indicate that the
carrying value of an investment may not be recoverable. If any such
indication of impairment exists, the Company makes an estimate of
the recoverable amount. If the recoverable amount is less than the
value of the investment, the investment is considered to be impaired
and is written down to its recoverable amount. An impairment loss is
recognised immediately in the income statement.
Investments in associates and joint ventures are stated at cost less
provision for impairment.
Investments in companies below the threshold of an associate are
held at fair value, with gains or losses recognised through other
comprehensive income.
Capital reserve – own shares
Treasury shares held by the Employee Benefit Trust are classified in
capital and reserves as ‘Capital reserve – own shares’ and recognised
at cost. No gain or loss is recognised on the purchase or sale of
such shares.
Share-based payment transactions
Directors of the Company receive an element of remuneration in the
form of share-based payment transactions, whereby employees render
services as consideration for equity instruments.
The awards vest when certain performance and/or service conditions
are met; see the Directors’ remuneration report for the individual
vesting conditions for the various schemes.
The cost of equity-settled transactions with employees is measured
by reference to the fair value at the date at which they are granted
and is recognised as an expense over the vesting period, which ends
on the date on which the relevant employees become fully entitled
to the award. Fair value is determined by an external value using an
appropriate pricing model. In valuing equity-settled transactions,
no account is taken of any vesting conditions, other than conditions
linked to the price of the shares of the Company (market conditions).
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether the
market condition is satisfied, provided that all other performance
conditions are satisfied.
Domino's Pizza Group plc
Annual Report & Accounts 2025
196

At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has
expired, management’s best estimate of the achievement or otherwise
of non-market conditions and the number of equity instruments that
will ultimately vest or, in the case of an instrument subject to a market
condition, be treated as vesting as described above. The movement
in the cumulative expense since the previous balance sheet date
is recognised in the income statement, with a corresponding entry
into equity.
Where the terms of an equity-settled award are modified or a new
award is designated as replacing a cancelled or settled award, the cost
based on the original award terms continues to be recognised over the
original vesting period. In addition, an expense is recognised over the
remainder of the new vesting period for the incremental fair value of
any modification, based on the difference between the fair value of
the original award and the fair value of the modified award, both as
measured on the date of the modification. No reduction is recognised
if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had
vested on the date of cancellation, and any cost not yet recognised
in the income statement for the award is expensed immediately. Any
compensation paid up to the fair value of the award at the cancellation
or settlement date is deducted from equity, with any excess over fair
value being treated as an expense in the income statement.
The Company recharges the cost of equity-settled transactions to the
respective employing entity, with a corresponding increase in equity
and investment in subsidiary undertakings booked with Domino’s
Pizza Group plc.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at
bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes
in value.
For the purpose of the consolidated statement of cash flows, cash and
cash equivalents consist of cash as defined above.
Provisions for liabilities
A provision is recognised where the Company has a 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.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the
Company becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest
method. Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are recognised respectively in
finance revenue and finance cost.
Key sources of critical estimation and assumption
uncertainty
There is a significant estimate for the Company in determining the
recoverable amount of the investment in its subsidiary Shorecal
Limited. This is directly linked to the recoverable amount determined
for the Group’s goodwill impairment assessment. The related
sensitivities are detailed in note 13 of the Group financial statements.
The Company has no significant judgements.
2. Profit attributable to members of the Parent Company
The loss for the 52-week period ended 28 December 2025 of the
Company is £9.7m (2024: £6.1m).
In previous years, the Company received a dividend of £1.1bn from
DPG Holdings Limited. The dividend was received following a capital
reduction performed in DPG Holdings. The amount received has been
held as an amount due from Group undertakings, and repayments
over this amount have been received during the year. The amount
considered recoverable in one year at 28 December 2025 is £259.3m,
which is redeemable on demand or before 31 July 2026, and the
remaining £427.1m remains due after more than one year.
Andrew Rennie and Edward Jamieson were the only Executive
Directors employed by the Company during the period.
The total amount of remuneration paid to the Directors for the 52-
week period ended 28 December 2025 was £1.8m (2024: £2.3m).
£1.3m of this was attributed to the highest paid Director (2024:
£1.0m). No pension contributions were paid to 2 directors (2024:
two) during the period (2024: £0.1m). One Director exercised share
options during the year (2024: two). No Directors received vested
shares under share schemes (2024: none). Social security costs for the
Directors were £0.2m (2024: £0.2m).
The Company incurred a charge of £0.7m in relation to Directors
compensation for loss of office as a result of Andrew Rennie and
Edward Jamieson leaving the Company in the current period.
Information regarding Directors’ remuneration is included in the
Directors’ remuneration report on pages 94 to 121.
For details of audit fees, see note 5 of the Group financial statements.
197
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FINANCIAL
STATEMENTS
STRATEGIC
REPORT

Notes to the Company Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
3. Investments
Cost or valuation
Subsidiary
undertakings
£m
Associates and
joint ventures
£m
Other
investments
£m
Total
£m
At 29 December 2024 79.7 3.0 11.5 94.2
Impairment (6.0) – – (6.0)
Fair value loss – – (3.5) (3.5)
At 28 December 2025 73.7 3.0 8.0 84.7
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are detailed in
note 32 of the Group financial statements.
During the period the Company recognised an impairment in relation to its investment in Shorecal Limited. The investment value, of £69.7m
and, based on the valuation detailed in note 13 of the Group financial statements, the amount recoverable is deemed to be £64.2m. With the
estimated costs to sell of £0.5m this results in an impairment charge of £6.0m.
Other investments consists of a 12.1% investment in DP Poland plc which had a carrying value of £11.5m at the start of the year. During the
year a fair value loss of £3.5m (2024: gain of £0.1m) was recognised in other comprehensive income.
4. Other receivables
Falling due after one year
At 28 December 2025
£m
At 29 December 2024
£m
Amounts owed by Group undertakings 427.1 567.1
Other asset 2.8 0.9
429.9 568.0
This receivable is classified as non-current as the Parent has no intention to call on repayment in the next 12 months.
The other asset of £2.8m (2024: £0.9m) relates to bank facility fees paid.
Falling due within one year
At 28 December 2025
£m
At 29 December 2024
£m
Amounts owed by Group undertakings 281.1 205.0
Amounts owed by associates and joint ventures 0.2 0.2
Other receivables 0.1 4.8
Other taxes and social security costs 0.4 –
281.8 210.0
Amounts owed by Group undertakings includes loan facilities that incur interest at EURIBOR + 2.35% and are repayable on demand.
The remaining amounts owed by Group undertakings are interest free and repayable on demand.
5. Other payables
At 28 December 2025
£m
At 29 December 2024
£m
Amounts owed to Group undertakings 21.1 18.9
Other creditors 0.6 0.5
Trade payables 1.6 –
Accruals 2.2 4.0
25.5 23.4
Domino's Pizza Group plc
Annual Report & Accounts 2025
198

Accruals mainly relate to transaction costs. Refer to note 6 of the Group financial statements for more details.
Amounts owed to Group undertakings includes a loan facility that incurs interest at EURIBOR + 2.35% and is repayable on demand.
The remaining balances owed to Group undertakings are interest free and repayable on demand.
6. Financial liabilities
Debt facilities
At 28 December 2025, the Group had a total of £600m (2024: £500m) of debt facilities, of which £287m (2024: £180m) was undrawn.
The facilities include a £300m (2024: £200m) multi-currency revolving credit facility (‘RCF') and £300m (2024: £300m) of US Private
Placement loan notes (USPP). Arrangement fees of £3.0m and £2.0m were incurred on the RCF and USPP respectively.
Private placement loan notes
The USPP loan notes issued in 2022 mature on 27 July 2027. Arrangement fees of £0.4m (2024: £0.7m) directly incurred by the Group in relation
to this USPP are included in the carrying values of the loan notes and are being amortised over the remaining loan term. Interest is charged at
4.26% per annum.
On 20 June 2024, the Group issued an additional £100m USPP loan notes, which mature on 20th June 2034. Arrangement fees of £0.6m (2024:
£0.7m) directly incurred by the Group in relation to this USPP are included in the carrying values of the loan notes and are being amortised over
the loan term. Interest is charged at 5.97% per annum.
The USPP loan notes are secured by an unlimited cross guarantee between the same legal entities that are guaranteeing the revolving
credit facility.
Bank revolving facility
As at 29 December 2024, the Group had a £200m RCF with an original term of five years to July 2027. On 29 July 2025, the RCF was increased
to £300m and its maturity was extended to July 2030. The margin range above SONIA (or equivalent) on interest charges has been reduced
from 1.85% to 1.65%, when the Group’s leverage is less than 1:1, and from 2.85% to 2.65%, when the Group’s leverage is above 2.5:1. Utilisation
fees (from 0.15% when over one-third is utilised to 0.30% when outstanding loans drawn is more than two-thirds) and commitment fees (35% of
the applicable margin on undrawn amounts) remain unchanged.
The amended RCF is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza UK
& Ireland Limited, DP Realty Limited, DP Pizza Limited, Shorecal Limited, Karshan Limited, K&M Pizzas Limited and Sarcon No 214 Limited.
Arrangement fees of £2.8m (2024: £0.9m) directly incurred by the Company in relation to the RCF are included in the carrying values of the
facility and are being amortised over the extended term of the facility.
An ancillary overdraft and pooling arrangement was in place with Barclays Bank Plc for £20.0m covering the Companies: Domino’s Pizza Group
plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans
SS Limited and Sheermans Limited. Interest is charged for the overdraft at the same margin as applicable to the revolving credit facility
above SONIA.
7. Share capital and reserves
Allotted, called up and fully paid share capital of 25/48p per share:
52 weeks ended 28 December 2025 52 weeks ended 29 December 2024
Number £ Number £
At 30 December 2024 and 1 January 2024 394,712,748 2,055,797 396,404,901 2,064,610
Share issues – – 6,700,909 34,901
Share buybacks (9,844,125) (51,271) (8,393,062) (43,714)
At 28 December 2025 and 29 December 2024 384,868,623 2,004,526 394,712,748 2,055,797
During the period, the Group announced and bought back a total of 9,844,125 Ordinary shares of 25/48p each for a total of £20.1m (2024:
£26.3m) including costs of £0.1m (2024: £0.2m). The average price paid for these repurchased shares was 203.2p (2024: 311.5p). These
repurchased shares were then cancelled in the same period.
199
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
REPORT

8. Share-based payments
The total charge recognised for share-based payments in respect of
employee services received during the 52 weeks ended 28 December
2025 was £2.2m (52 weeks ended 29 December 2024: £4.0m). This
arises solely on equity-settled share-based payment transactions. Of
this total, a credit of £0.7m (2024: £1.4m charge) relates to employees
of the Company and a charge of £2.9m (2024: £2.6m) relates to share
options granted to employees of subsidiaries. For full disclosures
relating to the total charge for the period including grants to both
employees of the Company and its subsidiaries, please refer to note 29
of the Group financial statements.
9. Reconciliation of shareholders’ funds and movements
onreserves
2025
On 7 May 2025, a final 2024 dividend of £29.4m was paid to shareholders.
On 26 September 2025, an interim 2025 dividend of £14.0m was paid
to shareholders.
2024
On 9 May 2024, a final 2023 dividend of £28.1m was paid to shareholders.
On 27 September 2024, an interim 2024 dividend of £13.9m was paid
to shareholders.
Prior to announcing any dividend or other distribution, the Board
determines the amount of Realised Profits by reference to relevant
accounts, as required by the Companies Act 2006. Where the
amount of Realised Profits by reference to Annual Accounts were
insufficient to justify declaration of a dividend or other distribution,
Interim Accounts would be prepared and filed with the Registrar
of Companies, and used as the basis for assessing Realised Profits
available for distribution. The Board is satisfied that its assessment
of Realised Profits by reference to the Annual Accounts for 2024
determined that the Company had sufficient Realised Profits to satisfy
dividends and share buyback programmes declared in 2025.
Nature and purpose of reserves
Share capital
Share capital comprises the nominal value of the Company’s Ordinary
shares of 25/48p each.
Share premium
The share premium reserve is the premium paid on the Company’s
25/48p Ordinary shares.
Capital redemption reserve
The capital redemption reserve includes the nominal value of shares
bought back by the Company.
Capital reserve - own shares
This reserve relates to shares in the Company held by an
independently managed EBT and shares in the Company held by the
Company as treasury shares.
All shares in the Company purchased by the Company as treasury
shares in the current and prior period were done so as part of
announced buyback programmes, and were then cancelled in the
same year. There were no shares held in treasury at the end of the
current or prior period.
Shares in the Company held by the EBT are purchased in order
to satisfy employee shares options and potential awards under
employee share incentive schemes. During the year, the EBT
purchased 1,200,000 shares (2024: nil) in the Company and disposed
of 750,128 shares (2024: 677,302) in the Company. The EBT held
3,710,846 shares (2024: 3,260,974) at the end of the period, which
have a historic cost of £10.9m (2024: £10.0m). The EBT waived its
entitlement to dividends in the current and prior period.
Other reserves
This reserve relates to the recognition of gains and losses on the
revaluation of the Group’s 12.1% investment in DP Poland. During the
current year, a revaluation loss of £3.5m (2024: gain: £0.1m) has been
recognised.
Retained earnings
This reserve represents accumulated comprehensive income for
the financial period and prior financial periods less shareholder
distributions.
10. Contingent liabilities
Pursuant to the relevant regulation of the European Communities
(Companies: Group Accounts) Regulations 1992, the Company has
guaranteed the liabilities of the Irish subsidiary, DP Pizza Limited.
The liabilities of DP Pizza Limited were £5.2m (2024: £1.1m) at 28
December 2025.
11. Post balance sheet events
For details of post balance sheet events, refer to note 33 in the Group
financial statements.
Notes to the Company Financial Statements continued
52 WEEKS ENDED 28 DECEMBER 2025
Domino's Pizza Group plc
Annual Report & Accounts 2025
200

Five-year Financial Summary (unaudited)
28 December
2025
29 December
2024
1
31 December
2023
1
25 December
2022
1
26 December
2021
1
Trading weeks 52 52 53 52 52
System sales (£m) 1,595.6 1,571.5 1,571.7 1,456.4 1,499.1
Group revenue (£m) 685.4 664.5 679.8 600.3 560.8
Underlying profit before tax (£m) 91.2 107.3 101.7 98.9 113.9
Statutory profit before tax (£m) 81.1 124.9 142.3 98.9 109.7
Basic earnings per share (pence)
– Statutory 15.1 22.9 28.0 18.8 17.1
– Underlying 17.6 20.4 18.4 18.8 20.3
Diluted earnings per share (pence)
– Statutory 15.0 22.8 27.9 18.7 17. 0
– Underlying 17.5 20.3 18.4 18.7 20.2
Dividends per share (pence) 11.3 11.0 10.5 10.0 9.8
Underlying earnings before interest, taxation, depreciation
and amortisation (£m) 133.9 143.4 138.1 130.1 136.4
Net debt (£m) (284.6) (265.5) (232.8) (253.3) (199.7)
Adjusted gearing ratio 2.26 1.93 1.77 1.95 1.46
Stores at start of year 1,372 1,319 1,261 1,227 1,258
Stores opened 31 54 61 35 31
Stores closed (4) (1) (3) (1) (5)
Store disposed² - - - - (57)
Stores at year end 1,399 1,372 1,319 1,261 1,227
Corporate stores at year end 75³ 36³ 31 31 35
UK like-for-like system sales growth (%) 0.2% 1.0% 4.1%4 (4.2)% 11.2%
1. Store totals are presented on a Group basis including International operations.
2. Stores disposed of relate to the disposal of the operations in Sweden, Switzerland and Iceland in 2021.
3. Corporate stores at year end include the stores acquired through the acquisition of Shorecal Limited in 2024 and Victa DP Limited in 2025.
4. Calculated on a 52-week basis to reflect growth on a comparable period.
201
GOVERNANCE
FINANCIAL
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STRATEGIC
REPORT

Alternative Performance Measures and Glossary (unaudited)
The performance of the Group is assessed using a number of Alternative Performance Measures (‘APMs’). The Group’s results are presented
both before and after non-underlying items. Underlying profitability measures are presented excluding non-underlying items as we believe
this provides both management and investors with useful additional information about the Group’s performance and aids a more effective
comparison of the Group’s trading performance from one period to the next and in comparison to similar businesses. Underlying profitability
measures are reconciled to unadjusted IFRS results on the face of the income statement with details of non-underlying items provided in note 6.
In addition, the Group’s results are described using certain other measures that are not defined under IFRS and are therefore considered to be
APMs. These measures are used by management to monitor on-going business performance against both shorter term budgets and forecast but
also against the Group’s longer term strategic plans. The definition of each APM presented in this report and, also, where a reconciliation to the
nearest measure prepared in accordance with IFRS can be found is shown below:
Alternative
performance measure Definition
Location of reconciliation
to GAAP measure
PRofitability measures
Non-underlying items Non-underlying items relate to significant, in nature or amount, irregular income or costs,
significant impairments of assets, together with fair value movements and other costs
associated with acquisitions or disposals.
Group income
statement, note 6
Group operating profit
before tax excluding
non-underlying items
Group operating profit before tax before the effect of non-underlying items Group income
statement, note 6
Net interest before
non-underlying items
Group net finance costs before the effect of non-underlying items Group income
statement, note 6
Underlying profit
before taxation
Group profit before tax before the effect of non-underlying items Group income
statement, note 6
Underlying effective
tax rate
Group effective tax rate before the effect of non-underlying items Note 6, note 10
Underlying profit
for the period
Group profit after taxation before the effect of non-underlying items Group income
statement, note 6
EBITDA Earnings prior to deducting net finance costs, tax, depreciation and amortisation. Note 3
EBITDAR Earnings prior to deducting net finance costs, tax, depreciation, and amortisation, adjusted
for lease payments, as defined in the financial covenants.
Note 24
EBIT Earnings prior to deducting net finance costs and tax Group income
statement
Underlying basic EPS Group earnings per share, before the effect of non-underlying items Note 11
Domino's Pizza Group plc
Annual Report & Accounts 2025
202

Alternative
performance measure Definition
Location of reconciliation
to GAAP measure
Revenue measures
System sales System sales represent the sum of all sales made by both franchised and corporate stores
to consumers.
Not applicable
Like-for-like (‘LFL’) sales
growth excluding splits
LFL sales performance is calculated against a comparable 52-week period in the prior year
for mature stores opened which were not in territories split in the year or comparable
period. Mature stores are defined as those open prior to 31 December 2023.
Not applicable
Cash flow measures
Net Debt The Revolving Credit Facility (RCF), private placement facilities, cash and cash equivalents
and other loans, including balances held in disposal groups held for sale.
Note 24
Free cash flow Free cash flow comprises cash generated from operations less dividends received, net
interest cash flows and corporation tax. Free cash flow before non-underlying cash items
represents the free cash flow before the inclusion of the cash impact of items recognised
as non-underlying.
Note 30
Other non-financial definitions
Item Definition
eCommerce fund The fund used to recharge costs for the development and maintenance of our eCommerce platform with
franchisees
International Represents our former businesses and investments in Norway, Sweden, Iceland, Germany and Switzerland.
London corporate stores Relates to the London based corporate stores held following the acquisition of Sell More Pizza Limited and
subsequent corporate store openings and closures
NAF National Advertising Fund
NI JV Represents our prior year 46% associate investment in the trading of operations of Victa DP Ltd (also referred to as
Northern Ireland JV).
Shorecal Represents our 100% interest in the trading operations of Shorecal Limited, which operates stores in the Republic
of Ireland and Northern Ireland.
203
GOVERNANCE
FINANCIAL
STATEMENTS
STRATEGIC
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Shareholder information
Advisers and principal service providers
Registered office
1 Thornbury
West Ashland
Milton Keynes
MK6 4BB
01908 580000
Investor website: htt ps://
investors.dominos.co.uk
Auditors
PricewaterhouseCoopers LLP
One Chamberlain Square
Birmingham
B3 3AX
Broker and corporate finance advisers
Panmure Liberum
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Lazard & Co., Limited
20 Manchester Square
London
W1U 3PZ
Goldman Sachs
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
If you hold your shares direct and not
through a Savings Scheme or ISA and have
queries relating to your shareholding, please
contact the registrars on 0371 384 2895
Lines are open from 8.30a.m. to
5.30p.m. Monday to Friday (excluding
UK bank holidays).
Shareholders can also access details of
their holding and other information on the
registrars’ website, www.shareview.co.uk.
The registrars also offer a range of other
dealing and investment services, which
are explained on their website, www.
shareview.co.uk
Handle with care…
Shareholders tell us that they sometimes
receive unsolicited approaches, normally
by telephone, inviting them to undertake a
transaction in shares they own.
If you do not know the source of the call, check
the details against the FCA website below and,
if you have any specific information, report it
to the FCA using the Consumer Helpline or the
Online Reporting Form.
If you have any concerns whatsoever, do
not take any action and do not part with any
money without being certain that:
• you fully understand the transaction;
• you know who you are dealing with
and that they are registered with and
authorised by the FCA; and
• you have consulted a financial adviser if you
have any doubts. Remember, if it sounds too
good to be true, it almost certainly is. You run
the risk of losing any money you part with.
If you are worried that you may already
have been a victim of fraud, report the facts
immediately using the Action Fraud Helpline.
Should you want any more information about
‘boiler room’ and other investment-based
fraud, this can be found on two websites:
Action Fraud Helpline
0300 123 2040
Action Fraud Website
www.actionfraud.police.uk
FCA Consumer Helpline
0800 111 6768
FCA ScamSmart Website
www.fca.org.uk/scamsmart
The Group’s commitment to environmental
issues is reflected in this Annual Report
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Domino’s Pizza Group plc
1 Thornbury, West Ashland, Milton
Keynes MK6 4BB
Domino's Pizza Group plc
Annual Report & Accounts 2025
204

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