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deliveroo plc
Annual Report and Accounts 2024
Strategic Report
Group and Key financial highlights 02
At a glance 04
Chair’s Letter 06
Founder and Chief Executive Officer’s Letter 08
Our investment case 14
Our business model 16
Our strategy 18
Key performance indicators 22
Operating and strategic review 27
Financial review 32
Stakeholder engagement 38
Section 172(1) statement 42
Our People 44
Sustainability review 50
Task Force on Climate-related
Financial Disclosures statement 57
Viability statement 65
Non-financial and
sustainability information statement 66
Risk management and our principal risks 67
Governance Report
Governance at a glance 76
Compliance with the Code 77
Chair’s introduction to governance 78
Board of Directors 80
Governance Report 83
Nomination Committee Report 94
Audit and Risk Committee Report 98
Directors’ Remuneration Report 106
Directors’ Report 152
Directors’ Responsibilities statement 157
Financial Statements
Independent Auditor’s Report 158
Consolidated income statement
and statement of comprehensive loss 171
Consolidated statement
of financial position 172
Consolidated statement of
changes in equity 173
Consolidated statement of cash flows 174
Notes to the consolidated
financial statements 175
Parent Company balance sheet 215
Parent Company statement
of changes in equity 216
Notes to the financial statements 217
Five-year financial summary 226
Glossary 227
Glossary – Alternative Performance Measures 230
Company and Shareholder information 233
WELCOME T0 OUR
2024 ANNUAL REPORT
01deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Gross transaction value (‘GTV’)* Revenue Gross profit Adjusted EBITDA*
£7.4bn
+6%
2
vs 2023
'24'23'22'21
6.3
6.8
7.1
7.4
£2.1bn
+3%
2
vs 2023
'24'23'22'21
1.7
2.0 2.0
2.1
£767m
10.3% (as % of GTV)*
'24'23'22'21
495
643
726
767
£130m
1.7% (as % of GTV)
'24'23'22'21
(100) (45)
85
130
1
Full discussion of financial statements on
page 171.
2
Year-on-year growth rate shown in constant
currency*.
* To supplement performance assessment,
Deliveroo uses alternative performance
measures (‘APMs’), which are not defined under
IFRS. The first instance of each APM is indicated
with an asterisk (*); definitions and further
details are provided on page 230.
Profit/(loss) before income tax Free cash flow* Net cash*
£12.2m
'24'23'22'21
(282) (231) (11)
12.2
£86m
'24'23'22'21
(239) (243) (38)
86
£0.7bn
'24'23'22'21
1.3
1.0
0.7 0.7
KEY FINANCIAL HIGHLIGHTS
1
2024
Group and Key financial highlights
02deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Positive free cash flow and profit for the year
We achieved two important financial milestones in 2024,
delivering profit for the year and positive free cash flow
for the first time. Profit for the year (from continuing and
discontinued operations) was £3 million, compared to a
loss of £(32) million in 2023, and we generated £86 million
of free cash flow in 2024, compared to an outflow in 2023
of £38 million.
£3m
profit for the year in 2024 (vs £(32)m in 2023)
£86m
free cash flow in 2024 (vs £(38)m in 2023)
Innovations in our Plus loyalty programme
In 2024 we made significant improvements to our Plus
loyalty programme, supporting our ambition to become a
Plus-first business by 2026. This included the relaunch of
Plus Gold with 10% credit back and an on-time guarantee
and lowering the minimum order value and service fee for
Plus Silver. We also launched a new invitation-only Diamond
tier to drive greater retention and frequency among our
highest value customers with exclusive benefits including
priority delivery on every order, 10% credit back, an
enhanced on-time guarantee, a dedicated customer care
team, and exclusive access to certain merchants and
events.
44%
of orders in Q4 2024 came from
our Plus subscribers (vs 42% in Q4 2023)
CVP enhancements
Throughout 2024 we made significant progress developing
our consumer value proposition (‘CVP’) across the selection,
price/value and consumer experience pillars. We enhanced
selection by adding c.3,000 restaurant, grocery and retail sites
globally, whilst incentivising partners via our Value Programme
to reduce price mark-ups. Our focus on making every
order perfect has seen us continue to reduce poor service
outcomes, with order inaccuracy down 5% and rejections and
cancellations down 12%.
20%
reduction to sales-weighted average
mark-up on platform in the UKI
Strong double-digit growth in grocery
Our grocery business grew strongly in 2024, reaching
16% of Group GTV in H2 2024. Progress was driven by
improved consumer experience, increased selection and
greater awareness of our offering. Growth of mid-sized
baskets (£30-£60) continued to outpace smaller baskets,
supported by in-app features such as “Your Regulars”, a
better substitutions experience, improvements to our
picking app and larger ranges with our grocery partners.
Our top-up order functionality continued to drive category
adoption, with almost a third of consumers who ordered
through this feature in 2024 being new to grocery.
16%
of Group GTV from grocery
in H2 2024 (vs 13% in H2 2023)
Roll-out of retail proposition
Having launched our retail proposition in November 2023,
we are still early in our journey and focused on enhancing
selection and driving awareness. We continued to drive
awareness by leveraging seasonal moments such as
Valentine’s Day, Mother’s Day, Black Friday and Christmas.
We enhanced our selection by adding brands such as
The Perfume Shop, B&Q and Wilko in the UK, Holland &
Barrett and Toys R Us in UAE, as well as a number of local
independent stores. We also rolled out retail in further
markets during the year.
~2,000
retail partner sites
added in 2024
Shareholder returns
Reflecting our continued financial progress and our
confidence in the outlook, we announced the return of an
additional £150 million of structurally surplus capital at our
interim results in August 2024. This is being executed through
an on-market share buyback programme, with repurchased
shares being subsequently cancelled. As at the end of 2024,
the programme was c.60% complete. Additionally, the Employee
Benefit Trust (EBT) purchased a further 22.6 million shares to be
used to satisfy employee share-based compensation awards,
for a total consideration of £30 million, in order to offset any
potential dilution to shareholders.
£150 million
return of structurally surplus capital
announced in 2024
03deliveroo plc Annual Report and Accounts 2024
Group and Key financial highlights continued
STRATEGIC REPORT FINANCIALSGOVERNANCE
MERCHANTS
(Restaurants, Grocers
and Retailers)
CONSUMERS
RIDERS
Where we do it
We manage our business on a geographic
basis. Our 10 markets are split into two
geographical segments: the UK and Ireland
(‘UKI’) and International, comprising our
business in continental Europe, Asia and
the Middle East.
OUR BUSINESS SPLIT BY GEOGRAPHIC SEGMENT
(% OF GTV*)
UKI – 60%
UK and Ireland
International –
40%
France, Italy,
Hong Kong, Belgium,
Singapore, UAE,
Kuwait and Qatar
Our Mission
What we do
We connect consumers, riders and merchants across local
markets to bring people the food and products they love.
We are a global online platform, yet a very local business.
Our consumers, riders and merchants live and operate within
their local neighbourhoods. Through our sophisticated logistics
technology, we unlock a wealth of hyperlocal choice, at the right
price, with fast and reliable delivery.
10
Markets worldwide
82%
Global rider satisfaction
in Q4 2024
~135,000
Riders at the end of 2024
~163,000
Restaurant partner sites
~23,000
Grocery and retail sites
296m
Orders delivered in 2024
* To supplement performance assessment, Deliveroo
uses alternative performance measures (‘APMs’), which
are not defined under IFRS. The first instance of each
APM is indicated with an asterisk (*); definitions and
further details are provided on page 230.
At a glance
OUR BUSINESS IS A HYPERLOCAL THREE-SIDED ONLINE MARKETPLACE...
04deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Who we partner with
Restaurants Grocery Retail Advertising
We work with some of the largest and
best known restaurants in each of
our markets. Our partners span four
key segments: global quick service
restaurants; national casual dining
chains; independent full-service
restaurants; and takeaways.
We partner with some of the largest
grocery retailers in the world, as well as
a large number of small independent
grocers.
Through our non-food retail offering,
‘Deliveroo Shopping’, we work with large
and small merchants in categories such
as flowers, DIY, homeware, electrical
goods and health and beauty.
We enable restaurant, grocery and retail
partners to advertise on our platform.
These partners range from small single
sites to global enterprise companies.
We also work with partners in FMCG and
entertainment (e.g. travel, TV and music)
who want to tap into our audience.
...PARTNERING WITH SOME OF THE BEST BRANDS, ACROSS SEVERAL KEY VERTICALS
05deliveroo plc Annual Report and Accounts 2024
At a glance continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
CLAUDIA ARNEY
CHAIR
Dear Shareholders,
This has been another successful year for Deliveroo. We have
matured our operations and ways of working, and made
significant progress on our key initiatives (outlined elsewhere in
this report), all while delivering profit and positive free cash flow
– a major achievement for the Company. As Will reflects in his
CEO Letter, the Company has come a long way since its inception,
building strength and resilience while preserving the spirit of
innovation and growth which remains at the heart of Deliveroo.
The Board has continued to be highly engaged with our strong
and committed management team. Detailed below are the
key highlights of the Company’s progress from the Board’s
perspective. More information on the Board’s specific areas
of focus during FY2024 is set out in our Governance Report on
page 76.
Our performance
Operational and financial performance
We continued to make significant progress on profitability in
2024, despite a challenging growth environment. In addition
to achieving the two milestones of profit and positive free
cash flow, we grew adjusted EBITDA by 52% year-on-year to
£130 million (2023: £85 million), representing a margin (as a %
of GTV) of 1.7%. The majority of this improvement in profitability
came from topline growth driven by increased order volumes,
higher GTV per order and the growing contribution of our high-
margin advertising business. We continued to drive efficiencies
in our delivery network, holding costs of goods sold flat, despite
growing orders by 2% year-on-year. We also reduced marketing
and overheads as a percentage of GTV by 50 basis points
year-on-year, reflecting cost optimisation measures within the
business, which remain a key focus.
As announced on 10 March 2025, we decided to exit Hong
Kong. The changing dynamics of the market led us to consider
our strategic options and, as the financial contribution to the
group was not sufficient to support the required investment
to enable us to compete strongly, we took the decision to exit.
This is a difficult decision, particularly in relation to our valued
colleagues and partners there, but the Board believes that this
is the right thing for the Company and our investors.
Capital returns
We have maintained the Group capital allocation methodology
we first laid out in 2023, and we continued our buyback
programmes with the completion of the £30 million EBT share
purchase in H1 2024, and the announcement in August 2024 of
an additional £150 million share buyback expected to complete
shortly. With our preliminary results on 13 March 2025, we will
announce a further capital return of up to £100 million via an on-
market share buyback. This brings announced share purchases
for cancellation to a total of £550 million since 2023, alongside
£105 million EBT purchases to offset dilution, since 2022. This
reflects our financial progress and our confidence in the
outlook for our business.
Strong governance
Our focus as a Board has been on supporting and challenging
the organisation as it continues to evolve and develop. I am
proud that in October 2024, we were one of the first companies
to transfer our listing category on the London Stock Exchange
to the ‘premium’ Commercial Companies (Equity Shares)
category (ESCC). This is an important milestone for the Company
and the Board believes that the transfer will bring a number of
benefits to the Company and our shareholders. Importantly, it
has enabled us to be eligible for inclusion in the FTSE UK Index
Series which we joined in December 2024.
Chair’s Letter
06deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Our Remuneration Committee has been focused on the review
of our Remuneration Policy which will be put to shareholders
at our upcoming Annual General Meeting in May 2025. While
our current Policy continues to adhere to best practice, given
business and external environment changes over the last three
years, we believe that some changes are required for us to
continue to recruit, retain and motivate the top executive talent
which is key to our future success. Our Remuneration Committee
Chair, Dame Karen Jones, engaged with our largest investors
to obtain their feedback on our plans. More information on
that and the proposed Policy can be found in the Directors’
Remuneration Report on page 106.
Board changes
As Directors we have a duty to promote the long-term success
of the Company, which includes ensuring that we have the
right talent in both executive positions and on the Board.
Technology and cyber are clearly areas which are critical to
the success of the Company and last year we identified the
need to bring additional skills in this area to the Board. We
welcomed Shobie Ramakrishnan as a Non-Executive Director
on 1 January 2024 and she has already made a significant
contribution across our entire agenda, as well as providing real
insight and challenge in our tech and cyber discussions.
Maintaining the right culture and relevant expertise on our
Board is very important and as such, we keep the balance of
skills, experience and knowledge under ongoing review as our
strategy evolves. We know that an experienced and diverse
Board most effectively supports our Executive Team as they
manage the strategic, operational and broader stakeholder
issues and opportunities that impact the Company. This year
marks our second year of reporting against the FCA’s listing
rule requirements on diversity and inclusion, which can be
found on page 96. I am pleased to share that in 2024, our Board
composition exceeded the FCA’s gender diversity targets,
with 55.6% of our Directors being women and our Chair, Chief
Financial Officer, and Senior Independent Director positions are
held by female directors.
Our ESG progress
We continue to focus on our six ESG pillars, which consider all the
participants in our marketplace as well as our employees and
other stakeholders. Our progress against the six pillars is set out
in the Sustainability review, alongside our specific commitment
to reduce our emissions and to improve gender diversity in our
organisation. More detail on this can be found on pages 50 to 56.
Looking ahead
This has been a positive year for Deliveroo, with the Company
delivering strong financial results and operational progress.
We are aware of the ongoing pressures which are causing
economic uncertainty for many of our customers and partners,
but we believe that our financial progress and foundational
improvements set us up to capture the many exciting
opportunities ahead.
I would like to thank our employees, partners, customers, riders
and shareholders for their continued hard work and support.
Yours sincerely,
CLAUDIA ARNEY
CHAIR
12 March 2025
07deliveroo plc Annual Report and Accounts 2024
Chair’s Letter continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Opening thoughts
I’ve shared before that I’m not a particularly retrospective
person, but these letters force me to stand back and reflect on
what we have achieved and how that sets us up for the future.
When I think back to our first annual report in 2021, it is clear to
me that we are a very different company now – we offer much
more to consumers, riders and merchants. Our business model
and performance is stronger and more resilient. Looking back
further, the Company is fundamentally different to the one Greg
and I launched in 2013. We now bring the entire neighbourhood
to your door! We are really proud of the evolution and innovation
and growth continue to be at the heart of what we do.
The business is far bigger, and far more multi-faceted than I ever
would have thought. But in many ways, we are completely the
same: we still believe we are in the early days of the industry,
we are ambitious, we are innovative, we are curious and we
are utterly obsessed with creating a better experience for our
users. At the core, we are at our happiest when we are solving
the toughest problems for consumers, merchants and riders,
whether that is making sure you don’t have missing fries,
creating a more efficient logistics network, or figuring out how
to further revolutionise our proposition for consumers, riders
and merchants. Some things never change.
Growth since 2023 has not been easy, but we made a lot of
progress on creating a sustainable foundation. In 2024, we
delivered two important financial output metrics. Firstly, we
delivered a profit, and secondly we generated positive free
cash flow – this is a big step forward for the Company. While
the macro continued to be tough in the UK and the rest of
Europe in 2024, we did see growth improve, with increasingly
encouraging signs in order frequency and customer retention
through the year. That being said, I am dissatisfied with where
growth is currently. Driving sustainable growth is therefore our
number one priority for 2025 and beyond. The initiatives that
we are pursuing, alongside the improvements we have seen
in the broader environment, give me conviction that we will
deliver this.
Key progress in 2024
Profitability and FCF milestones
We continued to make significant progress on profitability
in 2024, as our strategy to manage our markets hyperlocally
continues to bear fruit.
Alongside hitting the two milestones of positive free cash flow
and profit, we grew adjusted EBITDA by 52% year-on-year to
£130 million (2023: £85 million).
The profitability improvement came from a combination of
topline growth and continued discipline in the cost base. The
topline performance has been driven by increased order
volumes, higher GTV per order and the growing contribution of
our high-margin advertising revenue business, which reached
1.4% of GTV in Q4 2024 (Q4 2023: 1.0%).
Within the cost base, we continued to identify opportunities
for efficiencies in our delivery network. For example, we rolled
out multi pick-up stacking, allowing us to pick up orders from
different merchants and deliver them to multiple consumers,
while continuing to protect the consumer and rider experience.
This unlock has enabled us to stack significantly more orders
year-on-year, resulting in some significant network efficiencies.
In parallel, we’ve also reduced rider wait time at merchants
by 3% year-on-year which in an industry where seconds really
matter is material. We’ve done this through collecting more
live data points from our merchants, rather than relying on
estimates, enabled by a number of new features, such as an
order ready button to let partners control their prep times,
a rider check-in function to regulate rider arrivals and rider
receipt scanning to reduce mix-ups.
WILL SHU
FOUNDER & CEO
Founder and Chief Executive Officer’s Letter
08deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
In other areas, we also continued to optimise. In marketing,
we laid the foundations to drive greater efficiency – rolling
out tooling that enables the marketing teams to both target
users and create different campaign types faster and with
significantly less engineering support. In overheads, we have
started to optimise our location strategy leveraging our tech
hub in India and EU hub in Manchester, while improving self-
serve tooling and automation across a number of areas in
the business.
In early 2025 we made the difficult decision to exit the Hong
Kong market. As a founder, it is never easy to make these types
of decisions, and I want to thank our colleagues in Hong Kong
for their commitment. Unfortunately, the dynamics of the
market have fundamentally changed, leading us to consider
our strategic options. With Hong Kong representing just 5% of
Group GTV in 2024 and having never positively contributed to
Group adjusted EBITDA, the financial performance of the market
was not strong enough to merit the investment that would be
required to compete strongly. Therefore, we decided it would
not serve shareholders’ best interests to continue to operate
in Hong Kong. Whilst I am very proud of the work the team have
done in the market over the years, I know that this is the right
decision for the business.
Growth
As I have remarked throughout the year, GTV growth wasn’t great
in 2024. But it was better than 2023, and it was encouraging to
see a few things: food inflation started to decline markedly in
the UK and the rest of Europe; our initiatives started to work;
and there was a return to real wage growth in the UK in the
second half of 2024. Obviously it’s not always easy to associate
our outputs one-to-one with our initiatives or the macro but
certainly growth improved throughout 2024. We are early in
2025, and there continues to be a lot of uncertainty, but we are
feeling increasingly optimistic.
Innovation in Plus loyalty programme
One of our focus areas for 2024 was to significantly invest in
growing our Deliveroo Plus programme, as we aim to become a
Plus-first business by 2026 – meaning the majority of our orders
will come from Plus subscribers. Our intention was to transform
Plus into a true loyalty programme, rather than just a simple free
delivery subscription (price arbitrage) programme. I am pleased
to say that we made great progress on this in 2024, taking our
Plus programme to another level, with the biggest innovations
since its inception. Our Gold programme changed for the better.
Simply put, we greatly enhanced the value for consumers. We
added two important new features to the programme in UKI
and France: an on-time-promise, which allows customers to
have the confidence that the order will be delivered in a timely
manner, and also our credit-back programme, which allows
a 10% credit back for restaurant orders above a minimum
spend. We saw paying subscribers of Plus Gold rise by 30% in
UKI and France since this enhanced programme was launched
in May 2024. We also see that Plus Gold users have double the
frequency of our Pay-As-You-Go consumers. We think having a
30% bigger base of highly engaged users in a short amount
of time is a big win. We also launched a new programme: Plus
Diamond. Diamond is focused on our highest frequency and
most valuable customers: these are the types of customers
who will order everyday and likely have the highest service and
delivery expectations. They also tend to reside in large cities and
are highly affluent. For these customers we are really creating a
great loyalty programme: there are exclusive merchants, there
is a generous on-time promise and also a special customer
service team. These users have more than double the frequency
of Gold users, and have increased their frequency since joining
Diamond. It’s early, but we’re pleased with what we’re seeing.
Price/Value
Price/value has always been a key pillar in the CVP, but its
importance has increased dramatically over the last 24 months.
The bottom line is that things got too expensive for people over
the last two years and this impacted growth, particularly in the
restaurant segment. In this context, we have done a lot of work
to reinforce value using both direct and indirect levers. Through
indirect levers, like our commercial architecture and value
programme, we have seen thousands of restaurants reducing
markups. We also helped consumers find more competitively
priced restaurants, through in-app merchandising, delivering
millions of pounds of savings to consumers – we call this
“Deliveroo’s Choice”. These encouraging signs saw us extend the
value programme to France during the year. At the same time,
we’ve taken the opportunity to invest in pricing, through one
of our direct levers, targeted promotions, to further reinforce
value perception. So what did we achieve? We managed to, on
average, decrease markups on our platform in the UKI by
200 bps. Obviously 200 bps is not only a large number, but
also an average – we managed to convince many of our
top merchants to reduce markups significantly – and those
merchants who are featured in Deliveroo’s Choice – have seen a
15% uplift in Gross Merchandise Value (‘GMV’).
09deliveroo plc Annual Report and Accounts 2024
Founder and Chief Executive Officer’s Letter continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Delivery experience
We continue to believe that the key to unlocking growth in
the industry is through building consumer trust. Our work on
price integrity is one way of addressing this, but it also involves
building a flawless delivery experience. As such a key focus
area for 2024 was fixing defects that merchants directly cause
or contribute to – for example orders that arrive with items
missing, or orders that are cancelled or rejected by merchants.
Our progress here has been good: we introduced an improved
item substitution flow, forced scanning for grocery products
with barcodes, optimised receipt layouts to aid partners
packing their orders, rolled out order number scanning for
riders at restaurants and introduced more signals to better
understand when a restaurant is truly open for deliveries. These
actions reduced cancellations and rejections by 12%
year-on-year and order inaccuracy by 5% year-on-year. And of
course it benefits merchants, in terms of lower refund rates,
but also commissions, the delivery experience is part of our
commercial programme, and we have seen this truly align
interests across the marketplace.
Selection
Finally, on selection, we continue to offer market-leading
selection, adding an additional c.3,000 restaurant, grocery and
retail sites, predominantly through the roll-out of retail and
continued expansion of grocery. Within the restaurant segment,
we have signed or renewed hundreds of restaurant partners on
an exclusive basis including Joe & the Juice, Nando’s, Wingstop,
Pho, Dishoom and Bleecker Burger in the UK and SALT in the UAE,
as well as a number of local independent favourites. We also
continued to expand selection by increasing the delivery area
available to consumers, increasing the selection they see in the
app, giving them greater choice.
Grocery
Our grocery business continued to perform extremely well
in 2024, with strong double-digit growth across the year. This
growth was broad-based across markets and has seen grocery
reach 16% of Group GTV in the second half (vs 13% in H2 2023).
Progress has predominantly been driven by an improved
service, consumer experience and increased partner and
product selection.
On service, we have continued to ship improvements to our
picking app, such as mandatory barcode scanning and dynamic
pick times. With almost 80% of grocery orders now delivered
through our own proprietary picking technology, these have
increased picker accuracy, reduced the incidence of defects
and driven better pick efficiency. We also made several
improvements to our consumer facing proposition, including
scaling top-up orders (which accounted for around 10% of new
grocery customers globally in Q4 2024), launching new promo
mechanics including £ / % off and multi-buy and integrating
partner loyalty schemes, for example Co-op member pricing.
On selection, we launched with Iceland, Morrisons Daily and ASDA
Express, alongside expanding coverage of existing partners,
such as Co-op and Sainsbury’s in the UK. In addition, we had a
renewed focus on adding exclusive specialist grocers across
our markets. Knowing that larger ranges are the key to driving
conversion and growing basket size, we have expanded the
number of partners offering ranges of 10-15k stock keeping
units (‘SKUs’) across the UK, France and Italy. This has enabled
further penetration of mid-sized grocery baskets, those in
the £30-60 range, with growth of these baskets continuing to
outpace other sized grocery baskets in 2024.
The result of this is that Grocery MACs grew by 20%, and even
the oldest grocery cohorts (2019) are still seeing double-digit
percentage increases in spend year-on-year. We believe we
have a true first-mover advantage in a clear societal shift
in how people are consuming groceries, and it is still the
very beginning.
Retail
It remains early days for our retail business, having launched
in the UK and UAE in November 2023, but we are continuing to
scale. During the past year we have been focused on expanding
to new markets, driving awareness of the proposition, and
expanding selection in our priority categories, such as DIY,
Flowers, Health and Beauty, and Pets.
In terms of partner selection, we more than doubled the number
of retail sites trading on the platform. In the UK, we added major
retailers such as B&Q, The Perfume Shop, Not On The High Street,
Wilko and Accessorize, as well as expanding the number of sites
with existing partners, such as Screwfix. In the UAE, we have
added some big name brands such as Holland & Barratt, Toys R
Us and Lush, as well as a number of local independent favourites
like Al Nahdi Pharmacy and Sol Flowers. We continue to have a
strong pipeline of retailers in discussions and look forward to
announcing more partnerships with major brands in the coming
months.
From a tech perspective, our retail business utilises the same
underlying platform as grocery, and therefore benefits from
the majority of improvements outlined above. Our retail specific
technology investments have mainly focused on either critical
unlocks for key partners such as enabling riders to return
high value items, or improvements to our consumer facing
proposition to drive purchase. In particular, we have focused
on developing repeatable and scalable capabilities to support
seasonal and deal events such as Valentine’s Day and Black
Friday as we have seen that these are peak trading occasions
for immediate/on-demand missions. Some of these, such as deal
and discount merchandising and intent based targeting, have
also proved a critical lever to drive awareness.
Founder and Chief Executive Officer’s Letter continued
10deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Advertising
We are continuing to scale our advertising business, which is a
key profit driver over the medium term. The bulk of this revenue
currently comes from our sponsored positioning and search
results products for restaurants and grocers, which drive
strong return on advertising spend (‘ROAS’) for partners. The
growth in revenue has been driven by the development of new
inventory, giving merchants more real estate to advertise on
the platform, as well as an increase in the number of merchants
and brands advertising on our platform, with 78,000 partner
sites running campaigns throughout 2024 (2023: 68,000). We
also see existing advertisers placing more ads, with around
90% of all partners who place an ad, returning to place another
within a month. We have more to do on FMCG and non-endemic
advertising, but we remain confident in our ability to hit our
target of >2% of GTV by 2026.
We have also enhanced our advertising proposition to
merchants, providing more guidance to partners in terms of
the bids and budgets they require to get maximum return.
Additionally, we have provided more targeting options to suit
partner needs: for example giving them the ability to run
campaigns focused during particular days of the week or hours
of the day, or aimed at particular audiences. Machine learning
models have driven an improvement in relevance of ads and
our approach to ad inventory leading to better click-through
rates and improved ROAS. Finally, we have launched branding and
awareness ad formats, like banners and merchandising cards
for partners to advertise new product launches and build their
brand story.
Supporting riders and merchants
In a tight and competitive labour market, we continue to provide
hundreds of thousands of riders with work that they value,
balancing flexibility, attractive earnings and security into an
attractive proposition. As ever, we’ve sought to improve the
experience for our riders. We have developed new features
such as: ‘rider check-in’ at restaurants to make sure that riders’
orders are completed more efficiently, and so riders can
complete more deliveries per hour; enabled riders to return
undeliverable retail items and earn more in the process; and
we have strengthened features to prevent unauthorised riders
from accessing the platform, and to protect registered riders’
earnings. We have also sought to make riders safer on the road,
with first aid courses in Italy, safety training in Singapore and
an anti-discrimination agreement with unions in France. In the
UK, we agreed to increase riders’ minimum pay guarantee with
the GMB Union and launched a first-of-its-kind Respect Charter,
bringing together riders and restaurant partners so that our
service is conducted with courtesy and consideration of others.
We also want to give riders new opportunities when they work,
which is why we introduced a new global partnership with
Lynx Educate, so riders and their families across markets have
access to courses from financial management, to languages,
to digital skills. We continue to see strong rider application
pipelines and rider retention rates, as well as a satisfaction
score of 82%, which shows we have an attractive proposition.
For merchants, we enhanced the quality of support we provide
to help them grow, including overhauling our Partner Hub to
enable partners to access more data to help them understand
and guide their performance. This included the launch of a
mobile-app, putting this data in partners’ pockets in real-
time. We have also developed features to help simplify their
site operations, introducing ‘Order Ready’ or ‘Need More Time’
functionality on their tablet to help manage the coordination of
food preparation with rider arrival. In October 2024, we held our
second ‘Food Forward’ partner conference, bringing together
over 300 of our top merchants, providing an opportunity for
them to gain insight into consumer trends and engage with
industry experts and members of our Executive Team. Finally,
we continued to expand our partnership ecosystem, launching
more B2B partnerships to provide services and benefits to our
partners, for example Amazon Business provides free Amazon
Business Prime and discounts to subscribed partners, and
YouLend offer partners easy and secure access to funding, with
competitive rates and repayments.
Our Focus for 2025
As mentioned at the outset, our mission and strategy remains
unchanged, meaning many of our focus areas for 2025 are
consistent with those in 2024. Our strategic framework has
a multi-year focus, meaning we won’t always launch new
initiatives every year. Some years will be about laying the
foundations for future years, and other years will see initiatives
that are running smoothly graduate to being part of business
as usual. 2024 saw us do a lot of foundational work, which will
enable us to drive the business forwards in 2025 through the
following initiatives.
Further step change our Plus loyalty
programme
We have built a strong foundation in Loyalty with material steps
forward in 2024 in improved propositions of our one of a kind
tiered subscription programme. Our focus for the coming year
will be to continue to scale the programme with a larger and
more engaged user base in order to deliver on our ambition to
become a Plus first business by 2026.
The next step for us in this journey is to scale the programme by
delivering clarity of the proposition to customers, encouraging
trials across new missions and verticals to improve usage, and
leveraging new partnerships and benefits to enhance the value
we provide to our loyal customers. In addition to this, we will
optimise the user journey and experience across all stages,
building a more efficient Plus lifecycle, fuelling further retention
and increased frequency on our platform.
With over 8 years of experience in the subscription programme
space, we have strong user demographics, and are confident
the programme will continue to play an important role in driving
growth for Deliveroo.
11deliveroo plc Annual Report and Accounts 2024
Founder and Chief Executive Officer’s Letter continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Continue to scale our Grocery and Retail
businesses globally
Even though we launched grocery in 2018, we’re still early in the
journey, with around 70% of our consumers yet to try grocery
and around half of our users who have never visited a grocery
menu in the app. Those numbers are significantly higher for
retail. This represents a giant opportunity. As such, growth
across these verticals is a key focus area for 2025 as we bring
even more of the neighbourhood to consumers’ doors, and both
businesses are critical contributors to our target of mid-teens
percentage GTV growth in the medium term.
The strategy is therefore similar for both grocery and retail, we
will: (i) continue to improve selection and coverage through
new and existing partners, (ii) drive awareness and category
adoption through the launch of new features and targeted
merchandising, (iii) continue to expand our missions into
mid-sized baskets for grocery and into new categories for retail,
through range expansion and enhanced technology,
(iv) deliver value for money to consumers and improve service,
and (v) develop new capabilities to drive further growth,
including multi-partner shopping, scheduled orders and the
launch of ‘Deliveroo Express’, our new white-label proposition for
grocers and retailers.
Improve in-app merchandising
Merchandising remains a significant opportunity going forward.
As mentioned previously, we will evolve our in-app experience to
drive greater awareness of our Retail and Grocery offerings to
the millions of users who visit the Deliveroo app every month. I
am also very excited about helping our users discover amazing
new partners while reducing friction through the ordering
experience. We will introduce new ways for users to browse
through the app such as a navigation bar at the bottom of the
screen and new filters to help users refine choice, for instance,
by distance or rating. Discovering new local gems has been one
of the most rewarding experiences for me personally as a user.
We will launch a dedicated destination within the app to help
our users discover these amazing local gems, aided by more
immersive photography and videos. For users who simply want
to quickly reorder their favourite go-to meals, we will make
this possible with just a few clicks through our new reorder
destination. We are also redesigning our new customer sign up
experience from scratch, giving users the ability to tailor the
app experience to match their personal preferences. Through
these investments in merchandising, I believe we can drive
increased conversion and long term user retention.
Deliver further marketing efficiency
During 2024, we made good foundational progress on our
marketing efficiency strategic pillar. We delivered a number of
improvements to drive efficiency, such as launching enhanced
user-level targeted promos, partner co-funded promotions, new
promo mechanics, improved marketing tooling and automated
CRM journeys aimed at improving the lifecycle of new cohorts.
In 2025, we will leverage the improvements made in 2024 to
increase marketing efficiency through more targeted and
personalised promotions, increased co-funding by partners and
further performance marketing optimisations.
Reignite restaurant growth
The restaurant category has lagged in growth over the last few
years. The primary reason is pretty straightforward – orders
became less affordable. We have made a lot of progress on
price/value and will continue to do so. We have also achieved a
lot on the selection side as mentioned above. There is always
a lot of industry chatter about market share gains and losses,
and we certainly understand the competitive intensity in this
market as well as anyone, but the reality is, restaurant delivery
use cases are fairly concentrated in the UK and Europe. People
use restaurant delivery primarily as a treat, and mostly towards
the end of the week. Our focus will be on extending use cases
and targeting those occasions where we think restaurants can
play a far bigger role. Our view is that the market can absolutely
be a lot larger in the restaurant segment, and we will lead the
charge on that.
GenAI/Automation opportunity
Chat GPT 3.5 came out in November 2022, and like everyone
else, I was pretty blown away. I used it relentlessly for days, but
in the end, I found that I was primarily using it for fun, creating
songs, poems and other humorous messages. The business
applications of the tool, I could clearly imagine in my head, but I
wasn’t sure when the models would support this activity. There
has been a huge amount of hype around this, but in the last six
months it has become clear that these tools are not only ready,
but will transform businesses and workforces in a much shorter
amount of time than most people think.
At Deliveroo, we already provide accelerated customer service
resolutions through automation, but soon AI agents will fulfil
the interactions in a very high quality way with natural language
policies (instead of code). That interaction experience will
not only apply to support, but will also apply to certain areas
of discovery and ordering. The shift from a human-to-UI to a
human-to-agent to an agent-to-agent experience will happen
for certain parts of our user base. Making sure we can provide
the best experience in that context will be important.
Our workforce will change as well. Development teams, of
course, already use AI as a co-pilot, but these tools are rapidly
getting far better. These agents tackle areas like code refactors,
dependency updates, migrations and code reviews, freeing
up our developers for more strategic tasks. Imagine each one
of our engineers as a super technical manager with a virtual
agent team. I get pretty excited about that, and it is starting to
happen today.
Beyond engineering, imagine a scenario where bespoke
qualitative or quantitative requests across the business can
be driven by AI agents in the Company: Why did market share
increase in a certain city over the last year? Give me the
granular history of how we improved efficiency in our logistics
algorithm over time? How do we best market a particular
partner? Agents doing this type of work can mean people can
get better answers much faster.
Founder and Chief Executive Officer’s Letter continued
12deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Looking ahead
Growth isn’t where we want to be yet. But the signs in user
behaviour are encouraging. Although the macro is volatile.
In spite of that, I am very excited and optimistic about the
opportunity ahead – we have identified areas of investment and
efficiency, and we will continue to relentlessly march towards
a better and better CVP. Therefore we are confident in our
medium-term targets.
Closing thoughts
Overall, 2024 was a really positive year for Deliveroo. We delivered
a strong set of financial results alongside significant operational
progress. There is much for teams across the business to be
proud of and I want to thank them for their hard work during
the year.
As mentioned throughout this letter, we have made significant
foundational improvements in 2024, which will help drive the
business forwards in 2025 and beyond. Importantly, we’ve done
this whilst making significant strides in profitability and free
cash flow, whilst continuing to grow – albeit slower than we
would have liked. This sets us up well for the future.
The way I see it, the inputs are looking good – we have a robust
plan and a great team to deliver on it. We’re an engine ready to
go, and as Deliveroo heads into its thirteenth year I couldn’t be
more excited and optimistic about the huge opportunity that
we have ahead of us.
Yours sincerely,
WILL SHU
FOUNDER AND CHIEF EXECUTIVE OFFICER
12 March 2025
13deliveroo plc Annual Report and Accounts 2024
Founder and Chief Executive Officer’s Letter continued
STRATEGIC REPORT FINANCIALSGOVERNANCE
DELIVERING
CONTINUED
EXCELLENCE
Deliveroo presents a compelling
investment case with strong future
potential driven by enhancement
of our consumer value proposition,
expansion of missions and new
verticals, improving operational
efficiency and continued
technological innovation.
Consistent strengths Multiple opportunities for growth
Large underpenetrated markets: Three key consumer
verticals of restaurant, grocery and retail represent a
significant combined Total Addressable Market (‘TAM’),
with low online penetration.
Strong cohort fundamentals: Consistent growth from
increasing average order frequency in existing cohorts
whilst improving retention and adding large new cohorts
each year.
Efficient logistics network: Hyperlocal density and
focus on reducing ‘rider experience time’, allowing us to
optimise delivery costs and enable riders to increase
earnings opportunities.
Disciplined market focus: Strong local positions prioritising
the largest profit pools in a market; track record of
portfolio management to focus on markets with the most
attractive long-term potential returns.
Further improving our CVP: Strengthening consumer trust
by promoting fair prices and improving the in-app and
delivery experience, and increasing loyalty by further
improving our recently enhanced Plus programme.
New missions and verticals: Unlocking new missions in
restaurant, expanding grocery into mid-sized baskets,
scaling our retail vertical to meet consumer appetite
for on-demand retail products, and growing our
advertising business.
Capturing delivery efficiencies: Smarter order stacking
(including multi-partner stacking) and combining inference
and direct signals from merchants to reduce rider
wait time.
Marketing and overheads programme: Further improving
efficiency of marketing and promotions, tooling and
AI automation, whilst leveraging location strategy and
achieving third-party savings.
3.5x
monthly average order frequency in Q4 2024;
our highest ever level
c.70%
of platform users yet to place a grocery order
(as at Q4 2024); significant opportunity ahead
Our investment case
14deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Strong foundations Sustainability commitments
Innovation in our DNA: Continuous drive to test and learn,
a Deliveroo trait that led to the pioneering of grocery and
delivery-only kitchens, and the first subscription model in
the industry – which we recently enhanced into a loyalty
programme, as well as adding retail to our offering.
Consumer obsession: ‘Living and breathing the
marketplace’ to understand consumers, riders and
merchants; showcasing a high level of empathy through
primary research, and caring deeply when things go wrong.
Operational excellence: Experienced leadership team
with high attention to operational detail, embracing
repeatable processes and automation, and building scalable
technology.
Strong capital position: Delivered positive free cashflow in
2024; net cash of £668 million (December 2024) provides
the financial resources to maintain and strengthen market
positions and pursue growth opportunities, whilst providing
appropriate headroom.
Riding and thriving: Offer riders flexible work, attractive
earnings, security and learning opportunities.
Enabling healthy eating: Give consumers the best selection,
availability and value in healthier options, and the tools to
help them make informed choices.
Support for merchants: Provide merchants with tech,
operations and innovation to support sustainable,
profitable growth.
Reaching net zero, reducing waste: Net zero on Scopes
1 and 2 by 2035, and Scope 3 by 2050 (2040 for delivery
emissions). Reduce our food and packaging waste and help
merchants and consumers to do the same.
Tackling food insecurity: Reduce food insecurity in our
communities through partnerships and direct action.
Equity, diversity and inclusion (‘ED&I’): Attract and develop a
gender-balanced and more equitable workforce, reflecting
our consumers and supporting ED&I across our marketplace.
£450m
structurally surplus capital announced and
returned to shareholders across 2023-24*
~18.2%
reduction year-on-year in scope 1 and 2
emissions (on a location basis)
* Of the £450 million structurally surplus capital announced across 2023 and 2024, £300 million was returned to shareholders in
2023, and £150 million announced in August 2024.
15deliveroo plc Annual Report and Accounts 2024
Our investment case continued
STRATEGIC REPORT FINANCIALSGOVERNANCE
01
Our consumer value proposition
Availability
Being available when and where consumers want to order, to capture as
many meal and shopping occasions as possible.
Selection
Providing access to local favourites and national chains, with exclusive
content in every neighbourhood.
Consumer experience
Delivering a seamless end-to-end experience from in-app discovery to
reliable delivery to customer care.
Price
Providing access to a range of food and product prices, fees and
promotions to meet expectations of value.
Brand
Ultimately, consumers choose to order from Deliveroo, so what we stand for
and our brand image are critical to that decision.
Our technology
Our sophisticated logistics technology underpins all we do and ensures the
three sides of the marketplace interact seamlessly together.
02
Our three-sided marketplace
For
CONSUMERS
Compelling consumer
value proposition
For
RIDERS
Highly flexible work,
attractive earnings
and security.
For
MERCHANTS
Logistics, incremental
demand generation, new
consumers, and online tools
to grow business effectively.
HYPERLOCAL
NETWORK
Our consumers, riders
and merchants live and
operate within local
neighbourhoods.
Our business model
16deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
03
The value we created in 2024
Consumers
We unlock a wealth of choice for consumers, providing fast, reliable
delivery of restaurant food, groceries and retail products. Our Plus
subscription programme further enhances consumer value with
free delivery (above a minimum order value) and other benefits.
296m
orders delivered in 2024
Communities and environment
We support communities through charity partnerships
and employee volunteering. We also focus on reducing
plastic waste, food waste and the carbon emissions
created by our operations, and supporting the wider
supply chain to implement more sustainable practices.
3.5m
meals donated to families in need in 2024
Merchants
Access to Deliveroo’s logistics, innovations and more
than seven million monthly active consumers (‘MACs’)
provides merchants with new ways to grow revenues,
increase brand value and maximise the profit potential
from online delivery.
£7.4bn GTV*
enabled through our platform in 2024
Employees
We offer an inclusive environment where individuals can evolve
their skills and experience and leave their mark, in step with the
rapid scaling of our business. Our people have the opportunity to
be part of something bigger through the impact we make in our
marketplace and communities.
7.6
out of 10 employee engagement score
in December 2024
1
Riders
We provide riders with attractive earnings
opportunities combined with full flexibility over when
and where to work. Our free insurance provides
security, with accident and third-party liability cover
globally and additional cover in many markets.
82%
global rider satisfaction score
in Q4 2024
2
Shareholders
We aim to balance continued strong growth with
progress on profitability, and have set out our path
to reach an adjusted EBITDA margin (as % of GTV)
target of 4%+ in the medium term. Capturing growth
opportunities and driving towards our margin target
will create substantial shareholder value.
£150m
return of structurally surplus capital
to shareholders announced in 2024
1
Figure based on December 2024 monthly Peakon employee engagement survey results.
2
Figure based on Q4 2024 survey results. During the reported period, c.74,000 riders completed the survey globally,
representing c.45% of the number of riders who delivered at least one order across the quarter.
17deliveroo plc Annual Report and Accounts 2024
Our business model continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Deliveroo’s mission is to transform the way you shop and eat, bringing the neighbourhood
to your door by connecting consumers, restaurants, shops and riders.
Our core priorities
Compelling CVP Across key verticals Delivered efficiently
Selection Restaurant Optimised delivery
Price/value Grocery Marketing efficiency
Consumer experience Retail Operating leverage
Loyalty Advertising Investment discipline
Allow us to create value across the business
Drive growth Optimise returns Capital efficiency
Mid-teens GTV growth in
the medium term
4%+ adjusted EBITDA
margin in the medium
term
Maintain an efficient
capital structure
We are on a mission to transform
the way people shop and eat,
bringing the neighbourhood
to their door by connecting
consumers, restaurants, shops
and riders. We aim to achieve this
by offering the best proposition to
all three sides of the marketplace.
Deliveroo is unusual because it is a global online platform,
yet it is also a very local business – we call it ‘hyperlocal’. A
consumer in Bristol doesn’t care about restaurant selection
or delivery speed in Brighton; a rider in Milan doesn’t think
about the earnings opportunities in Naples; and a typical
merchant in Dublin isn’t trying to tap into demand in Dubai
or Doha.
Looking at our business through a hyperlocal lens is key to our
strategy. We obsess about creating the best, differentiated
value propositions for all sides of the marketplace, and we
measure this neighbourhood by neighbourhood.
Our industry is early in its maturity with strong growth
potential, and a key part of capturing that growth is improving
and winning local market share positions. In driving profitable
growth, hyperlocal network effects are more powerful than
overall scale, and network effects come from hyperlocal
market share. As for any company, overall scale helps to
spread marketing costs and overheads. But in our business,
profit pool potential is a function of population density,
affluence, merchant supply, and our local market share.
Our strategy
1
2
3
18deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Added
c.3,000
merchant sites
Sales-weighted
mark up reduced
20%
in UKI
Plus accounted for
44%
of order volume
in Q4 2024
PILLARS
Selection
From the beginning, Deliveroo has been built on
offering great selection across all restaurants
and cuisine types. Expanding choice – including
across grocery and now non-food retail –
continues to be a key driver of increasing spend
and retention with existing customers, as well as
adding new customers.
Price/value
Ensuring value for money on our platform is
key to building consumer trust and supporting
frequency and retention. We promote fair prices
using direct levers such as targeted promotions
for consumers and indirect levers such as our
value programme, which rewards merchants who
limit mark-ups and deliver great service.
Consumer experience
A great experience combines in-app search and
discovery, the delivery service and care/recovery
in case of any issues. There remain opportunities
to improve across all three aspects, and doing so
improves consumer trust and is a key element of
unlocking further growth.
Loyalty
Our Plus programme is a tiered subscription plan
now live in eight markets, offering members free
delivery and additional benefits. Plus customers
spend more than non-members and have
stronger retention, making this programme one
of our most valuable strategic growth assets.
Priorities in 2025
• Selection: In the restaurant segment we will
continue to expand our supply, focusing on
geographies and cuisine types where our
penetration of the supply is low. In grocery, we
will continue to expand our product ranges
and footprint with well-known brands across
key markets. In retail, we will continue to build
selection, launching new retailers and expanding
into new regions within our existing portfolio.
• Price/value: Continue to reduce and maintain low
price mark-ups through the Value Programme.
Optimise Deliveroo-funded promotions with
improved marketing efficiency driven by tooling
and automation. Increase the number of offer
types that our grocery and retail partners are
able to provide on our platform, targeting parity
with in-store where possible.
• Consumer experience: Evolve the in-app
consumer experience by introducing new ways
to navigate the app, better tools to narrow down
choice and new flows to seamlessly place orders,
placing an increased focus on discovery. This
will help users discover our Grocery and Retail
offering for the first time, find great promotions
and offers, as well as help them discover new
restaurants and occasions. Alongside this, we will
also continue rolling out new tools for partners
to help further reduce order inaccuracies and
improve service.
• Loyalty: Continue to progress towards becoming
a Plus-first business by 2026 by optimising
and scaling the proposition through new
partnerships and new partner-funded benefits
to provide our loyal customers with even more
value, driving greater retention and frequency.
Progress in 2024
• Selection: We expanded our global merchant
supply with an additional c.3,000 sites, across
restaurants, grocery and retail, including a
number on an exclusive basis. We also expanded
the delivery area in more neighbourhoods,
increasing the selection that consumers see in
the app, giving them greater choice.
• Price/value: We improved value for money on
our platform via the continued roll-out of our
Value Programme in UKI and France. Since the
launch sales-weighted average markup on the
platform in the UKI has reduced by 20%, with
a third of participating restaurants reducing
their mark-up. We have also invested in pricing,
through targeted promotions, to capitalise
on a stabilising consumer environment by
reinforcing value perception.
• Consumer experience: We continued to
strive for more perfect orders, introducing
an improved item substitution flow, forced
scanning for grocery products with barcodes,
optimising receipt layouts to aid order packing,
rolling out order number scanning for riders
and introducing better signals to understand
when a partner is accepting orders. These
actions reduced rejections and cancellations by
12% and order inaccuracy by 5% year-on-year.
• Loyalty: We significantly enhanced our loyalty
proposition; launching our new premium tier
Plus Diamond in UKI, relaunching Plus Gold in
UKI and France and improving Plus Silver in
UKI, France and Italy. This, coupled with our
first major Plus brand campaign, resulted in
record levels of adoption, and improved order
frequency.
COMPELLING CVP
1
HIGHLIGHTS
19deliveroo plc Annual Report and Accounts 2024
Our strategy continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Scaled grocery to
16%
of GTV in H2 2024
Added
c.2,000
Retail Sites
Ad revenue now
1.4%
of GTV in Q4 2024
PILLARS
Restaurant
We operate in large addressable markets with
significant growth potential across the entire
restaurant delivery business. We use data science to
capture opportunities on a hyperlocal level at scale,
and we align commercial incentives to improve the
consumer experience and drive growth.
Grocery
We were one of the first platforms to launch on-
demand grocery, where penetration is low and there
is a clear demand for the speed and convenience
we offer. We are driving growth by expanding our
selection (additional partners and more SKUs),
improving the experience through new consumer
and partner technology, and expanding into larger
basket missions.
Retail
We launched our ‘Shopping’ proposition in 2023,
since consumer behaviour showed a clear appetite
for on-demand Retail through our platform. We are
well-positioned to capitalise on the opportunity,
leveraging our grocery playbook and evolving our
existing technology and data capabilities to build a
large business with attractive unit economics.
Advertising
We provide an attractive platform for advertisers to
connect with our large premium consumer base. Our
technology powers our advertising solutions, allowing
us to deliver strong returns for our advertisers whilst
protecting the consumer experience by serving them
with the most relevant content.
Priorities in 2025
• Restaurant: Accelerate growth within this vertical
by growing our share of the existing category,
using our proven hyperlocal playbook to further
penetrate geographic zones where we believe
our CVP is far superior to that of our competitors,
while growing the market, by unlocking new
missions to expand the categories we operate in.
• Grocery: Serve more customer missions by
continuing our expansion into mid-sized baskets
through range expansion and enhanced
technology, whilst continuing to drive greater
category adoption via the launch of new features
and targeted merchandising.
• Retail: Continue to scale retail globally by
partnering with leading brands and local
favourites to grow selection and coverage,
including launching in additional markets. This
will help build consumer awareness alongside
targeted marketing campaigns around key
seasonal retail moments, promotions and in-app
merchandising.
• Advertising: Increase advertiser adoption across
segments by introducing additional advertising
formats and slots, whilst continuing to drive an
attractive return on ad-spend (‘ROAS’). We will
also continue to scale our offering to advertisers
by enhancing our approach to FMCG and non-
endemic advertising, where we are currently less
advanced.
Progress in 2024
• Restaurant: With overall category-level growth
being constrained by value-for-money concerns
of consumers, we made significant progress
in ensuring consumers pay a fair price,
alongside reducing order defects. This was
achieved through new technologies to enhance
operations, targeted promotional investment
and expanding the range of incentives for
partners to improve their consumer proposition
and experience.
• Grocery: Our grocery business continued to
scale, reaching 16% of GTV in the second half of
2024, helped by the growth of mid-sized baskets
(£30-£60), which continue to grow faster than
other baskets. We improved selection, by adding
new partners and by increasing SKU count with
existing grocers. The latter is a key enabler to
growing basket sizes, increasing conversion
and improving consumer experience.
• Retail: We have made good progress building
up selection and driving awareness of our
‘Shopping’ proposition, adding major retailers
such as Wilko, B&Q and Accessorize in the UK and
Toys R Us and Holland & Barratt in the UAE, as
well as a number of local independent stores.
Following encouraging early signs in UAE and
the UK, we launched retail in further markets
during 2024.
• Advertising: We further scaled our business
across sponsored positioning and search
results for restaurants and grocers, with ad
revenue reaching 1.4% of GTV in Q4 2024. We
continue to take a consumer-first approach,
to strike the right balance between helping
merchants drive demand, whilst prioritising the
consumer experience.
Our strategy continued
ACROSS KEY VERTICALS
2
HIGHLIGHTS
20deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Increased
stacked orders by
c.50%
year-on-year
Rider wait time at
merchants down
3%
year-on-year
Marketing and
overheads down
50 bps
year-on-year as a
% of GTV
%
o
f
GTV
PILLARS
Optimised delivery
Delivery costs are the largest expense item in our
P&L. We have a proven record in driving efficiency
in the delivery network, enabling us to reinvest in
our key growth drivers and improve profitability,
whilst also allowing riders to maximise their
earnings potential.
Marketing efficiency
Our marketing activities are focused on both new
consumer acquisition and increasing retention,
frequency and spend of existing consumers. We
continually experiment to improve the efficiency
and effectiveness of our spend, helping us to
reduce our marketing cost as a percentage
of GTV.
Operating leverage
We support our market-facing commercial and
operational activities with a global tech platform
and central support functions. We have multiple
opportunities to drive efficiency and operating
leverage as we scale.
Investment discipline
Our industry is still early in its maturity and there
remains ample room for growth. We are disciplined
in allocating capital to the most promising
opportunities where we can build strong market
positions offering compelling returns. Our capital
position provides the financial resources to
maintain and strengthen market positions and
pursue growth opportunities whilst providing
appropriate headroom.
Priorities in 2025
• Optimised Delivery: We will continue to build
an efficient and flexible network, focusing on
creating new opportunities for efficiency that
guarantee service levels. Alongside stacking
efficiencies, we will continue to focus on
dispatch innovation and creating smoother rider
handover experiences, both at the merchant and
the consumer.
• Marketing efficiency: Leverage the
improvements made in 2024 to increase
marketing efficiency through more targeted and
personalised promotions, increased co-funding
by partners and further performance marketing
optimisations.
• Operating leverage: Drive further efficiencies
through improved tooling and automation,
optimising third-party spend and leveraging our
location strategy.
• Investment discipline: We will continue to focus
investments across the highest impact areas
in the business. In line with our commitment
to disciplined capital allocation the Board
determined that it would not serve shareholders’
best interests to continue to operate in Hong
Kong; we exited the market in H1 2025.
Progress in 2024
• Optimised Delivery: We continued to drive
efficiencies in our delivery network further
reducing cost of goods sold as a percentage
of GTV. A key element has been the roll out of
multi pick-up stacking, which helped enable
us increase stacked orders by c.50% year-on-
year, whilst protecting the consumer and rider
experience. Additionally, through features like an
order ready button for partners, a rider check-in
function and rider receipt scanning we reduced
rider wait time at merchants by 3% year-on-year.
• Marketing efficiency: We delivered a number of
improvements to drive efficiency: we launched
enhanced user-level targeted promotions,
partner co-funded promotions, new promo
mechanics, improved marketing tooling and
automated CRM journeys aimed at improving
the lifecycle of new cohorts.
• Operating leverage: Alongside the
improvements to marketing efficiencies above,
we have other efficiency programmes to
improve headcount productivity and drive other
cost efficiency. These benefits are starting
to feed into the numbers with marketing and
overheads down 1% year-on-year and down 50
bps as a % of GTV.
DELIVERED EFFICIENTLY
3
HIGHLIGHTS
21deliveroo plc Annual Report and Accounts 2024
Our strategy continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Revenue and revenue take rate* Gross profit and margin (as % of GTV)*
REVENUE (£M)
£2,072m
+3%**
REVENUE TAKE RATE (%)
27.9%
-90 bps YoY
GROSS PROFIT (£M)
£767m
+6%
GROSS PROFIT MARGIN (%)
10.3%
+0 bps
'24'23'22'21
1,735
1,975
2,030
2,072
'24'23'22'21
27.5
28.8
28.7
27.9
'24'23'22'21
495
643
726
767
'24'23'22'21
7.9
9.4
10.3 10.3
Description
Revenue is primarily generated from merchant commissions, consumer
fees, and merchant sign-up fees. Further, a growing contributor is revenue
generated from our advertising proposition. Revenue take rate is revenue
divided by GTV. It is a widely used measure for understanding the proportion
of total value spent by consumers on our marketplace that is captured by
Deliveroo.
Performance – 2024
Revenue reached £2,072 million, a year-on-year increase of 3%**, mainly driven
by the growth in GTV, as well as a growing contribution from advertising
revenue. The revenue take rate was 27.9% compared to 28.7% in 2023, as we
continued to make planned CVP investments to reinforce value perception
– particularly given the tough macroeconomic backdrop. Revenue take rate
was also impacted by a greater proportion of grocery and Plus orders within
the mix.
Description
Gross profit is calculated as revenue less costs of sales, which primarily
comprises rider costs and credit card fees. Gross profit margin (as % of GTV)
is gross profit divided by GTV. Gross profit margin (as % of GTV) is considered a
good measure of profitability at a transactional level.
Performance – 2024
Gross profit reached £767 million compared to £726 million in 2023, an
increase of 6% in reported currency. Gross profit margin (as % of GTV)
remained stable year-on-year at 10.3%, despite the decrease in revenue take
rate, as we continued to generate efficiencies in our delivery network. These
included progress on multi pick-up stacking, a reduction in the time riders
spend at restaurants for an order to be ready and further improvement in our
handover process to the consumer. Our cost of sales per order improved to
£4.41 in 2024 (2023: £4.49).
1
2
3 1
2
3
KEY TO STRATEGY AND
REMUNERATION
1
Invest in key
CVP levers
2
Focus on priority
verticals
3
Increase operating
efficiency
4
Remuneration
metrics
1
Adjusted EBITDA represents
profit/(loss) for the year
before income tax charge,
finance costs, finance
income, depreciation and
amortisation, exceptional
items, and share-based
payments charge
and accrued national
insurance on share
options. Adjusted EBITDA
is considered to be a
measure of the underlying
trading performance of
the Group and is used,
amongst other measures,
to evaluate operations
from a profitability
perspective.
* To supplement
performance assessment,
Deliveroo uses alternative
performance measures
(‘APMs’), which are not
defined under IFRS. The
first instance of each
APM is indicated with an
asterisk (*); definitions
and further details are
provided on page 230.
** In constant currency.
Key performance indicators
FINANCIAL KPIs
1
22deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Adjusted EBITDA* and margin (as % of GTV)* Net cash* and free cash flow*
ADJUSTED EBITDA (£M)
£130m
+£45m
ADJUSTED EBITDA MARGIN (%)
1.7%
+50 bps
NET CASH (£M)
£668m
(1)%
FREE CASH FLOW (£M)
£86m
+£124m
'24'23'22'21
(100) (45)
85
130
'24'23'22'21
(1.6) (0.7)
1.2
1.7
'24'23'22'21
1,291
1,000
679 668
H2
24'
H1
'24
'23'22'21
(239) (243)
(38)
3
83
Description
Adjusted EBITDA represents profit/(loss) for the year before income tax charge,
finance costs, finance income, depreciation and amortisation, exceptional
items, and share-based payments charge and accrued national insurance on
share options. Adjusted EBITDA is considered to be a measure of the underlying
trading performance of the Group and is used, amongst other measures, to
evaluate operations from a profitability perspective.
Performance – 2024
Adjusted EBITDA was £130 million, compared to £85 million in 2023, with the
uplift driven primarily by gross profit improvement. Adjusted EBITDA margin (as
% of GTV) was 1.7% compared to 1.2% in 2023.
Description
Net cash is a good measure of the assets that the business has available to
invest in its operations and fund growth. Free cash flow is defined as net cash
from operating activities less: purchase of property, plant and equipment;
acquisition of intangible assets; payment of lease liabilities; and interest on
lease liabilities. It is used, among other metrics, as a measure of cash inflow or
outflow from the Group’s operating and investing activities.
Performance – 2024
Net cash was £668 million at 31 December 2024, compared to £679 million at
31 December 2023. The year-on-year movement was driven by the generation
of positive free cash flow in 2024, which totalled £86 million compared to
free cash flow of £(38) million in 2023. The net cash movement includes share
repurchases of £120 million in 2024.
1
2
3
4 1
2
3
KEY TO STRATEGY AND
REMUNERATION
1
Invest in key
CVP levers
2
Focus on priority
verticals
3
Increase operating
efficiency
4
Remuneration
metrics
1
Adjusted EBITDA represents
profit/(loss) for the year
before income tax charge,
finance costs, finance
income, depreciation and
amortisation, exceptional
items, and share-based
payments charge
and accrued national
insurance on share
options. Adjusted EBITDA
is considered to be a
measure of the underlying
trading performance of
the Group and is used,
amongst other measures,
to evaluate operations
from a profitability
perspective.
* To supplement
performance assessment,
Deliveroo uses alternative
performance measures
(‘APMs’), which are not
defined under IFRS. The
first instance of each
APM is indicated with an
asterisk (*); definitions
and further details are
provided on page 230.
** In constant currency.
23deliveroo plc Annual Report and Accounts 2024
Key performance indicators continued
FINANCIAL KPIs
1
STRATEGIC REPORT GOVERNANCE FINANCIALS
GTV* and GTV growth Orders and GTV per order*
GROSS TRANSACTION VALUE (£M)
£7,433m
+5%
GTV GROWTH IN CONSTANT CURRENCY (%)
6%
ORDERS (M)
296m
+2%
GTV PER ORDER (£)
£25.1
+4%
'24'23'22'21
6,305
6,848
7,062
7,433
'24'23'22'21
70
7
3
6
'24'23'22'21
284
299
290
296
'24'23'22'21
22.2
22.9
24.3
25.1
Description
GTV comprises the total value of consumer baskets (net of discounts)
and consumer fees, excluding those from our Signature offering, and is
represented including VAT and other sales-related taxes but excluding any
discretionary tips.
Performance – 2024
GTV reached £7,433 million, a year-on-year increase of 5% in reported currency
and 6% in constant currency. The primary driver of GTV growth in the year was
a 4% year-on-year increase in GTV per order, whilst orders were up 2%. The
year-on-year GTV growth rate improved in 2024 compared to 2023, reflecting
a narrowing of the gap between food inflation and wage inflation in some of
our major markets and the actions we took to drive order growth, including
improving the value for money we offer, reducing defects, driving growth in
grocery and enhancing our Plus loyalty programmes.
Description
Orders represents the total number of orders delivered from our platform,
including from our Marketplace and Signature offerings, over the period of
measurement. Order volume is considered a key driver of GTV and also gives
a measure of the Group’s scale. GTV per order is GTV divided by orders. It is a
measure of the average size of each transaction on the platform, and is an
important driver of both GTV and commission revenue.
Performance – 2024
Orders were 296 million in 2024, a year-on-year increase of 2%. This was driven
by a higher average monthly active consumer base in 2024 as well as higher
average monthly order frequency year-on-year. GTV per order grew by 3%
in reported currency and 4% in constant currency to £25.1 for the year. This
equates to an increase of 80p versus 2023 driven by item-level price inflation
and the scaling of our grocery business, which tends to come with higher GTV
per order.
1
2
3
4 1
2
3
KEY TO STRATEGY AND
REMUNERATION
1
Invest in key
CVP levers
2
Focus on priority
verticals
3
Increase operating
efficiency
4
Remuneration
metrics
* To supplement
performance assessment,
Deliveroo uses alternative
performance measures
(‘APMs’), which are not
defined under IFRS. The
first instance of each
APM is indicated with an
asterisk (*); definitions
and further details are
provided on page 230.
Key performance indicators continued
NON-FINANCIAL KPIs
24deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
MACs and AOF Employee engagement
MONTHLY ACTIVE CONSUMERS (M)
7.1m
+1%
AVERAGE ORDER FREQUENCY (MONTHLY)
3.5x
+1% YoY
EMPLOYEE ENGAGEMENT (SCORE OUT OF 10)
7.6
+0.2 pts YoY
'24'23'22'21
7.0
7.4
7.1 7.1
'24'23'22'21
3.4 3.4 3.4
3.5
'24'23'22'21
8.1
7.8
7.4
7.6
Description
Monthly active consumers (‘MACs’) is the number of individual consumer
accounts that have placed an order on our platform in a given month. Average
order frequency (‘AOF’) is the average number of orders placed by active
consumers in a month. The number of MACs multiplied by the AOF gives the
average number of orders per month, which in turn drives GTV.
Performance – 2024
In 2024, MACs averaged 7.1 million for the year as a whole, equating to a 1%
improvement versus 2023. The modest year-on-year improvement coincided
with inflationary pressures on consumers starting to ease alongside our
execution on certain CVP initiatives which support consumer retention.
Monthly AOF of 3.5x was a 1% improvement year-on-year, reflecting early signs
of stabilisation in consumer behaviour.
Description
We use the Peakon platform to better understand employee engagement.
Monthly surveys allow us to reflect employee feedback into departmental
action plans in ‘real time’. The overall engagement score measures the
sentiment across four key engagement areas: ‘belief (in product)’, ‘satisfaction
(in job)’, ‘loyalty (to Deliveroo)’ and ‘employee net promoter score (‘eNPS’)’.
Performance – 2024
Employee engagement increased from 7.4 in December 2023 to 7.6 in
December 2024. Our score was stable over the course of H1 and steadily
increased throughout H2. We regularly shared strategy and performance
updates, which were well received, while strengthening our Learning and
Development and ED&I programmes.
1
2
3
KEY TO STRATEGY AND
REMUNERATION
1
Invest in key
CVP levers
2
Focus on priority
verticals
3
Increase operating
efficiency
4
Remuneration
metrics
25deliveroo plc Annual Report and Accounts 2024
Key performance indicators continued
NON-FINANCIAL KPIs
STRATEGIC REPORT GOVERNANCE FINANCIALS
Net zero on Scopes 1 and 2 (market-based) Representation of women at Level 4 and above
TOTAL SCOPES 1 AND 2 EMISSIONS
9,770 tCO
2
e
OVERALL
41%
+2 ppts YoY
TECH-BASED ROLES
28%
+2 ppts YoY
'24'23'22
11,625
11,317
9,770
'24'23'22
37%
39%
41%
'24'23'22
23%
25%
28%
Description
Scope 1 emissions are those we make directly – for example running gas hobs
in Editions kitchens, or burning gas in boilers that heat our buildings. Scope
2 emissions are from the energy we purchase – for example, the emissions
created when a gas-fired power station in the UK generates the electricity for
our HQ. We have set a 2035 target to reduce these to net zero, with an interim
target of 15-25% reduction by the end of 2025. The interim target is measured
against our FY2022 baseline (excluding markets we exited in FY2022), and is
calculated on a market basis.
Performance – 2024
Our market-based emissions for FY2024 were 9,770 tCO
2
e. This is a 13.6%
decrease year-on-year, and a 15.9% decrease against the 2022 baseline. This is
in line with expectations given the capital investments over FY2024, as well as
further investment in renewable electricity as the primary energy source for
more of our buildings.
Description
Representation of women at Level 4 and above in the workforce represents
the proportion of women in the workforce compared to men at mid and
senior levels. The People team continuously monitors the representation
of women across the Company and reports it to the Executive Team on a
quarterly basis, both by level and role split (e.g. ‘Tech’ and ‘non-Tech’).
Performance – 2024
The representation of women at Level 4 and above has increased by 2ppts
overall year-on-year. Looking at the figures by role split, the representation
of women has increased by 2ppts specifically in tech roles. This has been a
key hiring focus for the year and comprises part of the ongoing strategy to
improve representation and gender diversity in senior tech-based roles.
3
4 4
KEY TO STRATEGY AND
REMUNERATION
1
Invest in key
CVP levers
2
Focus on priority
verticals
3
Increase operating
efficiency
4
Remuneration
metrics
Key performance indicators continued
NON-FINANCIAL KPIs
26deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
1. Key developments in 2024
Growth and operating environment
In 2024, GTV growth improved to 6% year-on-year in constant
currency, with orders returning to growth of 2%, driven by the
continuous improvements made to our CVP, alongside cost of
living pressures becoming less of a headwind during the year in
some of our major markets. GTV grew in both our restaurant and
grocery businesses.
The UKI performed well, with GTV growing 7% in constant
currency and order growth accelerating through the year to
5% in Q4 (Q1: 0%, Q2: 1%, Q3: 2%) despite continuing uncertainty
in the consumer environment. The improvement in Group GTV
growth to 6%, from 3% in 2023, was driven by International,
which grew 4% in constant currency compared to (3)% in 2023.
This improvement in growth was driven by continued strength
in UAE and Italy and stabilisation in France – which was a drag
on growth in the prior year. After encouraging signs in the first
half, France was impacted by market softness in H2. Hong Kong
was impacted by the difficult competitive environment through
the year. Excluding Hong Kong, International GTV growth was
9% in constant currency and order growth was 6%. Group GTV
growth was 8% in constant currency and order growth was 4%
excluding Hong Kong.
At a Group level, average order frequency (AOF) improved to its
highest ever level in Q4 2024 and each annual cohort continued
to increase frequency. Consumer retention is also now less of a
headwind to growth, with consumer churn improving through
the year. Our customer NPS improved by 4 points year on year.
While the consumer environment remains uncertain, we will
continue to make targeted investments into our CVP in order
to support our consumers and underpin our ability to drive
continued profitable growth.
Consumer value proposition
The on-demand delivery industry remains early in its maturity
and there is ample room for growth. We believe that the biggest
factor to unlock future growth for Deliveroo and our merchants
is improving consumer trust and loyalty, through a combination
of price integrity and a flawless consumer experience – both
factors in driving frequency and retention on the platform. The
accumulation of marginal gains that improve trust and loyalty
can have just as much impact on growth as unlocking newer
verticals such as grocery and retail.
Loyalty (Deliveroo Plus)
In 2024 we enhanced our loyalty programmes significantly,
in line with our ambition to be a Plus-first business by 2026.
These have been the biggest developments for Plus since we
launched the programme in 2017. Firstly, we relaunched our Gold
tier in the UK and France towards the end of H1, with improved
benefits such as 10% credit back on eligible orders, and an
on-time guarantee giving customers a credit if the order is over
15 minutes late. In the UK, France and Italy we also made the
Silver tier relevant for more occasions by lowering the minimum
order value, while also adjusting the service fee.
We also launched a new Plus Diamond tier in the UK, with the aim
of driving even greater retention and frequency among some of
our highest value customers. Diamond is an exclusive, invitation-
only tier offering members a premium experience including
priority delivery on every order, 10% credit back on eligible
orders, an on-time guarantee with credit back for the full
order value for orders more than 10 minutes late, a dedicated
customer care team, and exclusive access to certain merchants
and events.
We continue to see the potential for partnership approaches
in our Plus distribution and, for example, in the UK launched a
major partnership with Blue Light Card, offering free Silver to
the emergency services sector including NHS workers, social
workers and the armed forces.
Whilst it is still relatively early days for these improvements
in Plus, we are pleased with some early indicators. We have
seen an encouraging increase in paying subscribers since the
enhancements to the programme at the end of H1 – reaching
an all-time high at the end of 2024.
We are also encouraged by the frequency uplift we’ve seen so
far in Gold and in Diamond – particularly given these are already
high frequency users. While it’s too early to assess the retention
benefits of the relaunch, we believe that giving customers
more reasons to remain with Deliveroo will improve retention.
Plus members already order more frequently than ‘pay-as-
you-go’ users, and their retention is stronger, so we expect the
enhanced programme to play a key role in driving growth for
Deliveroo.
Price/value
Imperative to building consumer trust is price integrity. In
2024 we continued promoting value in our app, for example
by highlighting where restaurants and grocers are matching
prices to their dine-in or in-store prices, as well as using
targeted promotions to reinforce value perception. Throughout
the year, we made progress on building the foundations
for more efficient promotional activity, including improving
targeting and personalisation of our promotions. This work will
continue in 2025.
1
In this section, all growth rates are year-on-year and in reported currency unless otherwise stated. The following commentary includes discussion of statutory measures such as revenue and operating loss, as well as
alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as the business also uses these metrics to monitor and assess performance. A full list of
APMs and their definitions can be found on page 230. More detailed discussion of statutory results is contained in the Financial Review beginning on page 32.
Operating and strategic review
1
27deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
As prices are set by our merchant partners, we used our
commercial architecture and our value programme to
incentivise merchants to reduce markups on the platform.
We incentivise partners to improve and maintain strong value
scores by driving more volume to our best value partners
through in-app merchandising. We were encouraged to see
that the proportion of GTV coming from those partner sites
at the end of 2024 was significantly higher compared to
before the launch of our value programme. Overall, we remain
confident that our trust-building approach to price/value
improves frequency and retention and is the right approach for
consumers, riders, merchants and Deliveroo over the long term.
Consumer experience
Our aim is to deliver a flawless consumer experience on each
occasion and we continue to work with our merchant partners
and riders to reduce poor service outcomes. A focus in 2024 was
to reduce merchant-driven defects such as order inaccuracies,
rejections and cancellations. We reduced rejections to an
all-time low by introducing more signals to better understand
when a restaurant is able to accept deliveries. We made further
progress on reducing order inaccuracies such as missing items
by introducing an improved item substitution flow. Finally, we
continued to reduce the instances of ‘orders marked delivered,
not received’ (OMDNR), the worst possible defect, to an all-time
low in 2024.
Within the delivery experience, we introduced a feature which
allows consumers to choose a safe space for their delivery,
if they are not able to receive it. This improves the consumer
experience while also reducing avoidable wait times for our
riders.
Selection
We continued to improve our market-leading selection, adding
a further c.3,000 sites across restaurant, grocery and retail
compared to the end of 2023, particularly through the roll-out
of retail and expansion of grocery selection. Within restaurant,
we achieved key exclusive wins and renewals including Dishoom,
Nando’s, Joe & the Juice, Wingstop, Pho and Bleecker Burger in
the UK, Livio Più in France and SALT in the UAE, alongside several
local independent favourites. We also continued to expand
selection in both the UKI and International by increasing the
delivery radii available to our consumers.
Newer verticals and use cases
Grocery
Our grocery business continued to grow strongly, reaching
16% of Group GTV in the second half (H2 2023: 13%). Progress
was supported by improved consumer experience, increased
selection and higher awareness. We also continued improving
the efficiency of the picking process with features such as
mandatory barcode scanning and auto-complete. In 2024,
over 70% of grocery orders were delivered through our own
proprietary picking app technology, which helped to reduce
instances of order inaccuracy and rejections significantly
versus the prior year while increasing the likelihood of suitable
substitutions.
We continued to see strong growth from baskets below £30,
but even stronger growth from mid-sized baskets (£30-£60).
A key enabler of this growth is the significant increase in the
number of partners that have listed between 3,000 and 10,000
SKUs compared to the prior year, when our partners listed a
maximum of 3,000 SKUs. We also launched with Iceland and
expanded our presence with existing partners to improve our
selection in the UK. Internationally, we increased our coverage
with Intermarché in France and Waitrose in UAE, where we also
added a new exclusive partnership with a specialist brand
which benefitted from a viral social media following.
We continued acquiring new-to-category users. Whilst we were
pleased that our user penetration in grocery continued to
increase steadily in each quarter in 2024 as we continued to
improve our offering – almost 70% of our platform users are yet
to place a grocery order, so we remain relentlessly focussed
on driving adoption. We offer consumers the chance to ‘top up’
their restaurant order by adding a grocery order through the
order tracking page in all of our markets. The top up feature has
been one of our most effective drivers of category adoption;
almost a third of consumers ordering through this feature are
new to the grocery category.
Retail
We also continued to lay the foundations for future retail
growth. We made good progress on building selection across
key target categories such as DIY, Health and Beauty, Pet Care
and Flowers. In H2 we added brands such as Wilko, The Perfume
Shop, Not On The High Street, Accessorize and Hurr in the UK and
expanded the number of sites with existing partners such as
Boots and Screwfix. In the UAE, we added large brands such as
Lush, Holland & Barrett and Toys R Us as well as a number of local
favourites such as Al Nahdi Pharmacy and Sol Flowers. By the end
of 2024 we had over 2,500 retail sites on our platform, enabling
us to bring even more of the neighbourhood to our consumers’
doors.
Operating and strategic review
1
continued
28deliveroo plc Annual Report and Accounts 2024
1
In this section, all growth rates are year-on-year and in reported currency unless otherwise stated. The following commentary includes discussion of statutory measures such as revenue and operating loss, as well as
alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as the business also uses these metrics to monitor and assess performance. A full list of
APMs and their definitions can be found on page 230. More detailed discussion of statutory results is contained in the Financial Review beginning on page 32.
STRATEGIC REPORT GOVERNANCE FINANCIALS
We leveraged seasonal moments such as Valentine’s Day
and Black Friday to raise awareness of the offering to our
consumers. We also drove good engagement by leveraging
search intent – targeting consumers who browsed specific
categories, such as Pharmacy, with tailored recommendations
and promotions.
We’ve made good strides on the technology side, for example
enabling riders to return undeliverable items to give retailers
the comfort that high-value items will not go missing. We
continued to evolve our in-app experience and merchandising,
for example with an item-led carousel on the home page of
our app to showcase deals and enable easy browsing of retail
items. After encouraging signs of consumer engagement in
the UAE and the UK, we went on to launch retail in other markets
including Kuwait, Singapore and Belgium.
Profitability and cash flow
In 2024 we achieved two important financial milestones,
delivering a statutory profit and positive free cash flow. These
milestones reflect our progress on adjusted EBITDA, which
increased 52% to £129.6 million (2023: £85.4 million). We made
further progress on adjusted EBITDA margin (as % of GTV), which
improved 50 bps year-on-year to 1.7% (2023: 1.2%).
Our advertising business, an important driver of profitability,
reached an annualised revenue run-rate in Q4 2024 of
£113 million (Q4 2023: £77 million) or 1.4% of GTV (Q4 2023: 1.0%
of GTV). The majority of this revenue continues to come from
our sponsored positioning and search results products for our
merchants, which drive strong return on advertising spend
(‘ROAS’) for partners. We continue to take a consumer-first
approach, wanting to strike the right balance between helping
merchants drive incremental demand while always prioritising
1
In this section, all growth rates are year-on-year and in reported currency unless otherwise stated. The following commentary includes discussion of statutory measures such as revenue and operating loss, as well as
alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as the business also uses these metrics to monitor and assess performance. A full list of
APMs and their definitions can be found on page 230. More detailed discussion of statutory results is contained in the Financial Review beginning on page 32.
2
The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details
the consumer experience, but remain confident in our ability to
reach our target of over 2% of GTV by 2026.
Our continued service improvements drove a reduction
in refunds. We made significant progress on multi pick-up
stacking, where a rider can pick up orders from multiple
merchants and deliver them to multiple consumers, increasing
our proportion of stacked orders by around 50% in 2024 while
continuing to prioritise the consumer and rider experience. We
reduced the amount of time riders spend waiting at restaurants
for an order to be ready by 3%, and further improved our
processes to enable seamless and accurate handovers to the
consumer. These efficiencies in our delivery network, alongside
our service improvements, allowed us to continue investing
into our CVP while maintaining a stable gross profit margin
compared to the prior year.
Marketing and overheads* decreased slightly to £637.3 million
in 2024 (2023: £641.0 million) despite the 6% increase in GTV, the
investments to support our launch and scaling of retail and the
relaunch of our Plus loyalty programmes. As a result, marketing
and overheads as a percentage of GTV decreased by 50 bps
year-on-year. This operating leverage reflects the impact of
cost optimisation measures within the business, which remain a
key focus.
Market exit
As announced on 10 March 2025, we decided to exit our Hong
Kong operations through a sale of certain assets to foodpanda
and the closure of others. Hong Kong represented 5% of Group
GTV in 2024 and had a 5 percentage point negative impact
on International GTV growth in that year. The market remains
adjusted EBITDA negative. Reflecting the market dynamics
in Hong Kong and, specifically, the discount sensitivity of
consumers in that market, we determined that we could not
reach a sustainable and profitable scale without considerable
financial investment, and the expected return on such
investment was not aligned with our thresholds.
Summary financial information (excluding Hong Kong)
2
£ million unless stated 2024 2023
Year-on-year
change
(reported)
Year-on-year
change
(constant)
Continuing operations
GTV* 7,061 6,603 7% 8%
Revenue 1,967 1,890 4% 5%
Revenue take rate (as % of GTV)* 27.9% 28.6% (80) bps –
Adjusted EBITDA* 139.6 87.7 59% –
Adjusted EBITDA margin (as % of GTV)* 2.0% 1.3% 60 bps –
29deliveroo plc Annual Report and Accounts 2024
Operating and strategic review
1
continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Medium-term targets
At our Capital Markets Event (‘CME’) in November 2023, we set out
targets to deliver mid-teens percentage GTV growth per annum
(in constant currency) in the medium term and to reach an
adjusted EBITDA margin of 4%+ by 2026.
We continue to be confident in our medium-term target of mid
teens GTV growth per annum.
Since the CME, we have made strong progress with our
growth levers:
• making continuous improvements to our CVP including
loyalty, price/value, service and selection;
• making significant strides with our grocery proposition; and
• launching retail.
We also see further exciting opportunities to accelerate growth
going forwards by:
• growing share – driving further penetration in geographic
areas where we believe we can develop a large CVP
differential; and
• growing the market – unlocking new occasions to expand
our current categories.
The improvement in the consumer backdrop has taken longer
than anticipated at the time of CME, which has delayed the
delivery of our adjusted EBITDA margin target of 4%+. However,
we have already made good progress on our profitability levers,
increasing margin by 50 bps in 2024, particularly:
• scaling our advertising revenue;
• improving our rider network efficiency through smarter
stacking and reducing rider wait time; and
• good cost control.
We remain confident in our plans to deliver ongoing efficiencies
and drive operating leverage as we scale, to deliver an adjusted
EBITDA margin of 4%+ in the medium term.
During 2025, we are making focused investments to drive the
further growth opportunities mentioned above and therefore
expect adjusted EBITDA margin progression to be slightly
lower than the 50 bps delivered in 2024. We expect margin
improvement to accelerate thereafter.
Capital position and shareholder returns
Reflecting our confidence in ongoing cash generation, we
will announce on 13 March 2025 the return of up to a further
£100 million of structurally surplus capital. This will be executed
in the form of an on-market share buyback programme, with
repurchased shares being subsequently cancelled.
The programme is expected to commence shortly, after the
completion of the existing programme to purchase up to
£150 million as announced with our 2024 interim results. Our
existing AGM authority permits the repurchase of up to 10% of
our issued share capital in a year. As such, completion of the
new share buyback will be subject to the reapproval of the AGM
authority in May.
2. The three sides of the marketplace
Since 2013, we have pioneered on-demand food delivery via
a hyperlocal three-sided online marketplace, connecting
consumers, merchants and riders. In 2024, we made further
progress in developing all three sides of our marketplace.
Consumers
Deliveroo’s monthly active consumers (‘MACs’) averaged
7.1 million across 2024, in line with 2023. The year-on-year
declines we experienced in 2023 have shown signs of
stabilisation, with MACs flat in H1 and up 1% in H2 2024 (2023 –
H1: (5)%, H2: (2)%). In Q4 2024, MACs reached the highest level
since 2022 at 7.4 million. More importantly, having worsened
in 2022 and 2023, the rate of churn at a cohort level began
to stabilise – improving steadily through 2024. Average order
frequency (AOF) at a Group level improved across every annual
cohort and, in Q4, reached its highest ever level on a blended
basis. These improvements reflect the impacts of execution on
our CVP initiatives. However, the consumer environment remains
uncertain and we remain focused on achieving a longer track-
record of improvement.
Retention – lapse rate
2
improved through 2024
Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Q2
2022
Q1
2022
Average order frequency
3
has returned to growth
20242023202220212020201920182017
Operating and strategic review
1
continued
30deliveroo plc Annual Report and Accounts 2024
1
In this section, all growth rates are year-on-year and in reported currency unless otherwise stated. The following commentary includes discussion of statutory measures such as revenue and operating loss, as well as
alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as the business also uses these metrics to monitor and assess performance. A full list of
APMs and their definitions can be found on page 230. More detailed discussion of statutory results is contained in the Financial Review beginning on page 32.
2
Represents the average year-on-year change in active users across our 2015 to 2020 annual cohorts.
3
Represents the average year-on-year change in monthly average order frequency across our 2015 to 2022 annual cohorts.
STRATEGIC REPORT GOVERNANCE FINANCIALS
MACs and AOF
Q1
2023
Q2
2023
Q3
2023
Q4
2023
Q1
2024
Q2
2024
Q3
2024
Q4
2024
UK & Ireland (m) 4.0 4.0 3.9 4.0 3.9 3.9 3.8 4.1
International (m) 3.1 3.1 3.0 3.3 3.3 3.2 3.1 3.3
Group average MACs (m) 7.1 7.1 6.9 7.3 7.2 7.1 6.9 7.4
Year-on-year growth in MACs (7)% (4)% (2)% (2)% 0% 0% 1% 1%
Average order frequency (monthly) 3.4 3.4 3.4 3.4 3.4 3.5 3.4 3.5
Monthly active consumers (‘MACs’) is the number of individual consumer accounts that have placed an order on our platform in a given month; average
MACs for a quarter is the average of MACs for the three months of that quarter.
Average order frequency (monthly) is the average number of orders placed by active consumers in a month; AOF for a quarter is the average of AOF for
the three months of that quarter.
Merchants
Merchant selection is an important part of our consumer value
proposition. Growth in the number of merchants increases
availability and choice to consumers on a hyperlocal basis. At
the same time, we are focused on partner quality, ensuring
good service and value for money on our platform – a focus that
is reinforced by our value programme. At the end of 2024, the
number of global partner restaurant sites increased slightly to
approximately 163,000 (H1 2024: 162,000) driven by new partner
additions as well as the onboarding of restaurants that have
improved their performance since being offboarded as part
of our value programme. Our global partner grocery and retail
sites reached approximately 23,000 at the end of 2024 (H1
2024: 21,000) as we continued to add merchant selection on a
neighbourhood-by-neighbourhood basis across both newer
verticals.
Riders
Deliveroo continues to offer riders flexible work alongside
attractive earning opportunities and security. Riders tell us
that they value this work, which ensures we have sufficient
rider supply to match consumer demand. We work with around
135,000 riders globally, with 82% of riders globally saying they
are satisfied or very satisfied working with Deliveroo in Q4 2024
(Q2 2024: 81%). As further evidence of the popularity of the work
we offer, we continue to see strong rider application pipelines
and strong rider retention rates. We continue to monitor
our rider fleet size to reflect the impact of macroeconomic
conditions on order volumes and maintain an efficient rider
network.
There are no material updates in the UK or France. Deliveroo
maintains constructive relationships with decision-makers and
relevant stakeholders. With regard to Italy and Belgium, there
have been no material updates from those provided in the 2023
full year results and we remain engaged with relevant local
authorities and stakeholders. In Belgium, this includes local
social security and postal regulators.
At EU level, the EU Platform Work Directive, which was finalised
in April 2024 and formally adopted by the European Council in
October 2024, is now with Member States to commence the
transposition process. Deliveroo is engaging with relevant
Member States’ governments on this topic.
At any given time, Deliveroo will be involved in regulatory
investigations, audits, claims, court cases and appeals, as
well as individual and collective legal claims in any market.
We recognise provisions or contingent liabilities for such
proceedings as appropriate. These represent management’s
best estimate of potential economic outflows based on the
status of proceedings at the time of approval of the financial
statements, and are based on current and/or anticipated claims,
even where the amounts claimed are disputed.
31deliveroo plc Annual Report and Accounts 2024
Operating and strategic review
1
continued
1
In this section, all growth rates are year-on-year and in reported currency unless otherwise stated. The following commentary includes discussion of statutory measures such as revenue and operating loss, as well as
alternative performance measures (‘APMs’) such as gross transaction value (‘GTV’), gross profit margin (as % of GTV) and adjusted EBITDA, as the business also uses these metrics to monitor and assess performance. A full list of
APMs and their definitions can be found on page 230. More detailed discussion of statutory results is contained in the Financial Review beginning on page 32.
STRATEGIC REPORT GOVERNANCE FINANCIALS
To supplement performance assessment, Deliveroo uses alternative performance measures (‘APMs’), which are not defined under
IFRS. The Board reviews gross transaction value (‘GTV’) and adjusted EBITDA, as well as other APMs shown below, alongside IFRS
measures.
£ million unless stated 2024 2023
YoY change
(reported)
YoY change
(constant)
Orders 296.0 290.2 2% 2%
GTV per order (£)* 25.1 24.3 3% 4%
GTV* 7,433.5 7,062.0 5% 6%
Revenue 2,071.9 2,030.0 2% 3%
Revenue take rate (as % of GTV)* 27.9% 28.7% (90) bps –
Gross profit 766.9 726.4 6% –
Gross profit margin (as % of GTV)* 10.3% 10.3% 0 bps –
Marketing and overheads* (637.3) (641.0) (1)% –
Marketing and overheads as % of GTV* (8.6)% (9.1)% 50 bps –
Adjusted EBITDA* 129.6 85.4 52% –
Adjusted EBITDA margin (as % of GTV)* 1.7% 1.2% 50 bps –
Profit/(loss) for the year*^ 2.9 (31.8) n.m –
Free cash flow*^ 85.5 (38.4) n.m –
Net cash*^ 667.9 678.8 (1)% –
1. Group operating performance and income statement
Gross transaction value
GTV increased 5% year-on-year (6% in constant currency) to £7,433.5 million, as both order volume and GTV per order* grew year-on-
year. GTV per order grew 3% (4% in constant currency), primarily due to item-level price inflation. Orders were up 2% to 296.0 million,
reflecting encouraging signs of stabilisation in consumer behaviour as well as execution of our CVP initiatives. In most of our
markets, average order frequency returned to growth and retention improved through the year. This was underpinned by further
enhancements of our CVP such as the enhancement of our Plus loyalty programmes, ongoing progress on price/value, service and
selection, and improved experience, selection and awareness in grocery.
READ MORE ON PAGE 171
SCILLA GRIMBLE
CFO
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based
on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
^ Continuing and discontinued operations
Financial review
1
32deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Revenue
Revenue grew 2% year-on-year (3% in constant currency) to £2,071.9 million. Revenue take rate (i.e.
revenue as a % of GTV) decreased by 90 bps year-on-year to 27.9%, with H2 stable compared to H1
2024. We continued to make planned CVP investments to reinforce value perception, such as our
‘£7 off 7’ and ‘Summer Saver’ promotional campaigns, in order to capitalise on signs of stabilisation
in consumer behaviour across our markets. Revenue take rate was also impacted by a greater
proportion of grocery and Plus orders in the mix, both of which generate a lower take rate, offset
partially by a growing contribution from advertising revenue, which reached 1.4% of GTV in Q4 2024
Q4 2023: 1.0%).
Gross profit
Gross profit increased 6% to £766.9 million. Gross profit margin (as % of GTV) was flat at 10.3% in 2024
(2023: 10.3%), despite the decrease in revenue take rate, as we continued to generate efficiencies
in our delivery network. These included progress on multi pick-up stacking, a reduction in the time
riders spend waiting at restaurants for an order to be ready and further improvement in our handover
process to the consumer. Our cost of sales per order improved to £4.41 in 2024 (2023: £4.49).
Administrative expenses
£ million 2024 2023 Change
Staff and other people costs*^ 367.5 362.0 2%
Capitalised development costs (41.4) (36.1) 15%
Net people costs 326.1 325.9 0%
Non-people costs 123.7 129.3 (4)%
Total overheads 449.8 455.2 (1)%
Sales and marketing costs 187.5 185.8 1%
Total marketing and overheads 637.3 641.0 (1)%
Depreciation, amortisation and impairments 73.3 78.9 (7)%
Share-based payments charge and national insurance on
share options 56.3 64.3 (12)%
Other operating income and expenses*^^ 4.4 (0.1) n.m.
Total administrative expenses pre-exceptional items 771.3 784.1 (2)%
Exceptional items* 12.4 (14.1) n.m.
Total administrative expenses 783.7 770.0 2%
Administrative expenses increased 2% to £783.7 million in 2024 but fell by 2% excluding
exceptional items*, which comprised settlements and professional fees in relation to legal and
regulatory investigations.
Net people costs were flat year-on-year. Staff and other people costs reflect lower average
headcount partially offset by wage inflation and the use of temporary contractors as we
recruit carefully for certain project roles. Higher capitalised development costs related to CVP
improvements such as retail and the enhancement of our Plus programmes. We reduced non-
people costs, including costs related to IT and offices, resulting in lower overheads for the year.
Slightly higher sales and marketing costs reflect our investment into retail, offset partially by
improvements to marketing optimisation. Overall, we reduced marketing and overheads by 1%
year-on-year.
The decrease in depreciation, amortisation and impairments largely reflects impairments in the
comparative period.
Other operating income was £10.6 million in 2024 (2023: £5.9 million), with the increase principally
due to higher R&D tax credits in the year. Other operating expenses totalled £6.2 million (2023:
£6.0 million).
Share-based payments charge and national insurance (‘NI’)
on share options
The table below sets out the share-based payments charge and national insurance (‘NI’) on share
options. The lower share-based payment charge year-on-year was driven by graded vesting and
reducing impact of earlier schemes.
£ million 2024 2023 Change
Share-based payments charge 49.1 56.1 (12)%
National insurance on share options 7.2 8.2 (12)%
Total share-based payments charge and NI on
share options 56.3 64.3 (12)%
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
^ Other people costs primarily relate to contractors and customer care agents.
^^ The reconciliation from marketing and overheads to total administrative expenses requires the reversal of other operating income and expenses, which are included in adjusted EBITDA.
33deliveroo plc Annual Report and Accounts 2024
Financial review
1
continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Adjusted EBITDA
Reconciliation to financial statements
2024
^
£m
2023^
£m Change
Operating loss (12.4) (43.7) (72)%
Depreciation, amortisation and impairments 73.3 78.9 (7)%
EBITDA 60.9 35.2 73%
Share-based payments charge and national
insurance on share options 56.3 64.3 (12)%
Exceptional items* 12.4 (14.1) n.m
Adjusted EBITDA* 129.6 85.4 52%
Marketing and overheads* 637.3 641.0 (1)%
Gross profit 766.9 726.4 6%
Adjusted EBITDA increased to £129.6 million, compared to £85.4 million in 2023. Adjusted EBITDA
margin (as a % of GTV) increased 50 bps to 1.7% in 2024. With gross margin (as a % of GTV)*
flat year-on-year, the improvement in margin was driven by a 50 bps reduction in marketing
and overheads (as % of GTV)* as we drove operating leverage from marketing and overhead
efficiencies.
Finance income and finance costs
Finance income decreased to £28.5 million (2023: £35.3 million, comprising £34.2 million interest
income and £1.1 million of net foreign exchange gains). The decrease in interest income
reflects the lower average cash balance year-on-year following a number of capital returns
to shareholders in 2023 and 2024, as detailed below. Finance costs were £3.9 million (2023:
£2.5 million), impacted by £1.1 million of net foreign exchange losses.
Income tax charge
The income tax charge increased to £12.3 million (2023: £7.6 million) as a result of the mix of
jurisdictions in which profits arise.
Discontinued operations
In 2024, the profit for the year from discontinued operations was £3.0 million (2023: a loss of
£(13.3) million), with the gain arising from the conclusion of matters in certain markets.
Profit for the year
Profit for the year (continuing and discontinued operations) was £2.9 million in 2024 (2023: loss of
£(31.8) million) as a result of the movements described above.
2. Segmental operating performance
2
Deliveroo reviews operating performance in two geographical segments: the UK and Ireland (‘UKI’)
and International, which comprises eight markets across Europe, the Middle East and Asia. In 2024,
UKI represented 60% of total GTV (2023: 59%), while International represented 40% (2023: 41%).
UK and Ireland
£ million
unless stated 2024 2023
YoY change
(reported)
YoY change
(constant)
Orders (m) 162.8 159.2 2% 2%
GTV per order* (£) 27.6 26.3 5% 5%
Gross transaction value* 4,488.9 4,180.9 7% 7%
Revenue 1,254.4 1,209.0 4% 4%
Revenue take rate (as % of GTV)* 27.9% 28.9% (100) bps –
Gross profit 484.5 457.5 6% –
Gross profit margin (as % of GTV)* 10.8% 10.9% (10) bps –
Marketing and overheads* (210.6) (204.9) 3% –
Marketing and overheads (as % of GTV)* (4.7)% (4.9)% 20 bps –
Segment adjusted EBITDA* 273.9 252.6 8% –
Segment adjusted EBITDA margin
(as % of GTV)* 6.1% 6.0% 10 bps –
Financial review
1
continued
34deliveroo plc Annual Report and Accounts 2024
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based on unrounded figures.
2
The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
^ Figures for continuing operations
STRATEGIC REPORT GOVERNANCE FINANCIALS
In UKI, GTV grew 7% to £4,488.9 million. Order growth accelerated through the year (Q1: 0%, Q2:
1%, Q3: 2%, Q4: 5%) as further execution on our initiatives helped drive improvements to both
frequency and retention with monthly active consumers reaching the highest level since 2022
and average order frequency reaching our highest level ever at 3.5x per month. This was achieved
despite continued uncertainty in the consumer environment.
GTV per order increased 5% to £27.6, reflecting the moderating but continued impact of food
price inflation. Revenue grew 4% to £1,254.4 million, driven by the increase in GTV. Revenue take
rate was stable in H2 compared to H1 but decreased 100 bps year-on-year to 27.9%. This was
due to a planned increase in targeted promotions to provide value and some mix effect from
growth in grocery and Plus orders, partly offset by the higher contribution from advertising
revenue. Our investment into revenue take rate was enabled by further efficiencies in the delivery
network, which led to us maintaining a stable gross profit margin. Adjusted EBITDA increased by
8% to £273.9 million, with the uplift in gross profit partially offset by an increase in marketing and
overheads.
Our UKI performance was underpinned by further CVP improvements. We made significant
progress on our Plus loyalty programmes, improving the attractiveness of our Plus Gold and Silver
tiers and launching Plus Diamond to drive even better retention and frequency among some of
our highest value customers. We are encouraged by the increase in paying subscribers and the
frequency uplift we’ve seen so far. We made further progress on price/value – by the end of 2024,
the proportion of GTV coming from sites offering good value for money was significantly higher
than before we launched our value programme. We also continued to improve the consumer
experience by reducing defects such as rejections and orders marked delivered, not received
(‘OMDNR’) to all-time lows, while also reducing order inaccuracy and cancellations.
We continued to improve the restaurant selection available to our consumers through further
expansion of our delivery radii and through renewals of exclusive partnerships, as described
in the operating and strategic review. In grocery, we launched with Iceland and expanded our
presence with existing partners such as Co-Op, Sainsbury’s, Morrisons Daily and Asda Express, while
also adding a number of specialist grocers. While we continued to see strong growth in grocery
driven by expansion of the range of products available with several partners, the opportunity
ahead remains significant. We also ramped up selection in retail as described in the operating and
strategic review.
International
£ million
unless stated^ 2024 2023
YoY change
(reported)
YoY change
(constant)
Orders (m) 133.2 131.0 2% 2%
GTV per order* (£) 22.1 22.0 1% 3%
Gross transaction value* 2,944.6 2,881.0 2% 4%
Revenue 817.5 821.0 0% 2%
Revenue take rate (as % of GTV)* 27.8% 28.5% (70) bps –
Gross profit 282.4 268.9 5% –
Gross profit margin (as % of GTV)* 9.6% 9.3% 30 bps –
Marketing and overheads* (180.8) (189.0) (4)% –
Marketing and overheads (as % of GTV)* (6.1)% (6.6)% 40 bps –
Segment adjusted EBITDA* 101.6 79.9 27% –
Segment adjusted EBITDA margin
(as % of GTV)* 3.5% 2.8% 70 bps –
International GTV returned to growth on a full year basis, reaching £2,944.6 million, an increase
of 4% in constant currency (2% in reported currency). Orders grew 2% to 133.2 million. While the
competitive environment remained difficult in Hong Kong, International excluding Hong Kong grew
GTV 9% in constant currency.
GTV per order increased 3% in constant currency to £22.1, reflecting the moderating but
continued impact of food price inflation in certain markets. Revenue was up 2% in constant
currency to £817.5 million. Revenue take rate was stable in H2 compared to H1, but decreased
70 bps year-on-year driven primarily by an increase in targeted promotions to provide value to
our consumers and some mix effect from growth in grocery orders, offset partially by a higher
contribution from advertising revenue. As in the UKI, our investment into revenue take rate in
International was enabled by further efficiencies in our delivery network, which helped us to
improve gross profit margin to 9.6%. Driven by an increase in gross profit and by overhead
efficiencies, adjusted EBITDA grew 27% to £101.6 million.
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
^ The year-on-year changes in tables within this report are based on unrounded figures.
35deliveroo plc Annual Report and Accounts 2024
Financial review
1
continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
At a market level, we saw continued GTV strength in UAE and Italy and a stabilisation in France,
which was a drag on growth in the prior year. After encouraging signs in H1, France was impacted
by market softness in the second half, with a sharp decline in consumer confidence in Q4
following uncertainty around the government and Budget. As highlighted through the year, Hong
Kong was a laggard amongst our major markets due to the challenging competitive environment.
Across the International segment, our progress was supported by the continued enhancement
of our CVP. We broadened the selection available to consumers with the expansion of our delivery
radii in key zones and through key exclusive wins and renewals with brands such as Livio Più in
France, SALT in the UAE and several local independent favourites. On price/value, we extended our
value programme to France to offer better value to our consumers and on loyalty, we relaunched
Plus Gold in France and made our Silver tier more relevant in France and Italy. We continued to
strengthen our grocery and retail propositions internationally; we added several specialist
grocers including an exclusive partnership with an emerging brand in UAE which benefitted
from a viral social media following, while extending the rollout of retail in additional markets as
described above in the operating and strategic review.
3. Cash flow statement
All discussion of cash flows are for continuing and discontinued operations, unless
otherwise stated.
Free cash flow
Net cash generated from operating activities increased to £148.5 million in 2024 from £23.2 million
in 2023. The improvement was primarily driven by a working capital inflow due to the timing of the
year end within the week, as well as the increase in adjusted EBITDA.
Purchases of property, plant and equipment (also referred to as ‘capital expenditure’) decreased
to £3.3 million (2023: £7.6 million), primarily reflecting new office spend in the comparative period.
Acquisition of intangible assets (also referred to as ‘capitalised development costs’) increased to
£41.4 million (2023: £36.1 million), reflecting the build out of some key initiatives in the year such as
the Plus relaunch and the scaling of our retail proposition.
Free cash flow in 2024 was £85.5 million (2023: £(38.4) million). This included cash exceptional
outflows of £(47.8) million (2023: £(20.2) million) principally relating to the payment of amounts
previously disclosed within provisions. Free cash flow before cash exceptionals was £133.2 million
(2023: £(18.2) million outflow). While the significant free cash inflow benefitted from a working
capital inflow of £77.4 million primarily due to the timing of period end, we are pleased with the
continuing progress on cash generation.
Free cash flow
2024
£m
2023
£m
Adjusted EBITDA* 129.6 85.4
Change in net working capital 77.4 (33.7)
Cash exceptionals* (47.8) (20.2)
Cash tax and other (10.7) (8.3)
Net cash generated from operating activities 148.5 23.2
Purchase of property, plant and equipment (3.3) (7.6)
Acquisition of intangible assets (41.4) (36.1)
Payments of lease liabilities (16.1) (15.4)
Interest on lease liabilities (2.2) (2.5)
Free cash flow* 85.5 (38.4)
Add back: cash exceptionals* 47.8 20.2
Free cash flow before exceptionals* 133.3 (18.2)
READ MORE ON PAGE 172
Financial review
1
continued
36deliveroo plc Annual Report and Accounts 2024
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
STRATEGIC REPORT GOVERNANCE FINANCIALS
Other cash flow items
Total interest received, which is not included in our definition of free cash flow, was £27.2 million
in 2024 (2023: £31.7 million), reflecting the reduced average cash balance following our returns
of capital to shareholders in 2023 and 2024, partially offset by a higher average interest rate in
2024 and more efficient cash management. Purchases of own shares amounted to £120 million
(including fees) in 2024 (2023: £312.8 million), reflecting the EBT share purchase programme we
announced and completed in H1 and £89.5 million completed in the year of the £150 million share
repurchase programme announced in August 2024.
Free cash flow before exceptionals, including interest income
2024
£m
2023
£m
Free cash flow* (reported) 85.5 (38.4)
Exceptional items* 47.8 20.2
Free cash flow before exceptionals* 133.3 (18.2)
Interest income (not included above) 27.2 31.7
Free cash flow before exceptionals*, including interest income 160.5 13.5
4. Balance sheet
Deliveroo continues to benefit from a strong financial position. Net cash was £667.9 million at
31 December 2024 (£678.8 million at 31 December 2023), comprising cash and cash equivalents
of £461.3 million and other treasury deposits of £206.6 million (£603.1 million and £75.7 million,
respectively at 31 December 2023). As at 31 December 2024, Deliveroo had no debt outstanding
(31 December 2023: nil).
Net cash*
FY 2024
£m
H1 2024
£m
2023
£m
Cash and cash equivalents
461.3 356.7 603.1
Other treasury deposits 206.6 305.4 75.7
Less: debt – ––
Net cash 667.9 662.1 678.8
Provisions at 31 December 2024 were £82.0 million, a decrease of £45.2 million compared to
£127.2 million at 31 December 2023. This decrease is primarily due to the payment of amounts
relating to legal and regulatory proceedings. At the period end, the portion of provisions classified
as current liabilities was £70.4 million (31 December 2023: £58.1 million).
5. Dividend and dividend policy
No dividend has been declared or paid in the current or comparative periods. Given the early
stage of maturity of the online food and retail category, Deliveroo remains focused on investing
to drive growth, believing that this is the best way to drive long-term shareholder value. The
Company does not expect to declare or pay any dividends for the foreseeable future.
Events after the reporting period
Subsequent to the year end the Group repurchased a further 39,622,645 ordinary shares at a cost
of £53.5 million as part of the share buyback programme commenced in August 2024.
On 10 March 2025, the Group announced the exit of its Hong Kong operations through the sale
of certain assets and the closure of other assets. This decision had no material impact on the
consolidated financial statements for the year ended 31 December 2024.
On 12 March 2025, a share buyback programme of up to £100 million was approved. These shares
will subsequently be cancelled. Our existing AGM authority permits the repurchase of up to 10% of
our issued share capital in a year. The completion of the new share buyback will be subject to the
re-approval of the AGM authority in May.
READ MORE ON PAGE 174
1
All growth rates are year-on-year and in reported currency unless otherwise stated. The year-on-year changes in tables within this report are based on unrounded figures.
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
37deliveroo plc Annual Report and Accounts 2024
Financial review
1
continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
We are dedicated to achieving long-term sustainable
performance that benefits the three-sided
marketplace of consumers, riders and merchants, as
well as our shareholders and broader stakeholders.
We prioritise building strong relationships and mutual
trust with all stakeholders, recognising their crucial
role in our success. We are focused on fostering
diversity and inclusion, acknowledging the essential
role we play in supporting the communities where
we operate.
Stakeholder impacts are considered in our business decisions at every level, guided by our Board’s
leadership. This section outlines our engagement with key stakeholders to understand their
priorities and how these insights inform the Board’s decision-making process, as detailed further
in our Section 172 statement on page 42.
OUR
APPROACH TO
STAKEHOLDERS
Stakeholder engagement
38deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Our employees Our consumers
What they care about and why they matter to us
We provide an exciting environment for employees to build their careers, working with
talented colleagues on unique challenges and impactful projects. Our people want to
accelerate their growth by doing career-defining work and by working in a vibrant, diverse,
and supportive workplace. Employees are the lifeblood of Deliveroo, crucial to supporting
our marketplace and shaping the Company.
How we engaged
• Organised monthly events to share important company updates, including our 2024
plans. Hosted special events like the Golden Wings awards to celebrate outstanding
employees at Deliveroo.
• Peakon is our employee sentiment measurement and engagement tool. We received
over 31,000 Peakon Survey responses, with over 38,000 individual feedback comments,
which helped to inform management decisions.
• Surveyed 500 employees and also held 60 focus groups to assess our culture and
employee value proposition, along with Executive-led listening sessions.
• Engaged and empowered our award-winning employee resource groups (‘ERGs’), which
create communities made up of colleagues with shared identity and their supporters
and allies.
Outcomes and support
• Responded to employee feedback from Peakon by launching initiatives to improve and
streamline the goal-setting process, new interactive feedback training, clearer global
expectations, and a handbook for better work practices.
• Launched a new process for assessing high potential employees at mid-to
senior-grades, to enable more proactive development and career management for our
top talent.
• Launched a mentoring programme for women, ‘milestone’ training for new director level
employees, “Steer your Career”, workshops, and group coaching for employees taking or
returning from parental leave.
• Our ‘Learning at Work’ week, available to all employees in all markets, included 21 live
workshops, book recommendations from Executive Team members, 10 custom-created
on-demand digital courses, curated learning playlists on Roolearn, and unlimited access
to all content from our learning partners. There were 1,770 enrolments in these activities.
What they care about and why they matter to us
We prioritise understanding what our customers want, which includes a service that is
reliable, trustworthy, and provides great value. We make consumer-centric decisions to
provide the best neighbourhood-level service with a leading selection across food, grocery
and retail. Our aim is to transform how people shop and eat by bringing more of their local
neighbourhood to their door. If consumers are unhappy, orders decline, affecting partner
revenues, rider earnings, and Company growth. That’s why we are consumer-obsessed.
How we engaged
• The consumer engagement programme gathered nearly 3 million pieces of feedback
globally, helping us to assess satisfaction with our range and reliability, understand value
perceptions, and identify ways to meet more customer needs.
Outcomes and support
• Focused on enhancing value for money by rewarding restaurants that offer great deals
and making their options more visible on our platform. As a result, in 2024, 38% of orders
in the UKI came from top value restaurants, up from 18% in 2023. Due to this success, we
expanded the programme to France in 2024.
• Improved the Plus loyalty programme by offering a 10% credit back on orders over £30
and a £5 on-time promise for Plus Gold members. Also launched ‘Plus Diamond’ for top
customers, featuring priority delivery, on-time guarantee, and dedicated customer
support.
• Continued to reduce defects on orders with ‘orders marked delivered but not received’
down by 38% year-on-year and order inaccuracy down 5% year-on-year. Our consumer
satisfaction has improved with NPS up four points year-on-year.
• Improved our CVP by increasing platform selection, adding new restaurant partners,
securing exclusive deals with popular eateries, and including major retail brands,
independent retailers, and more non-food options with our grocery partners.
• Launched ‘Now Just Got Even Better,’ a global brand platform that shows how Deliveroo
enhances every moment, based on insights from the UK, France, and UAE. The new
platform uses consistent visuals and branding for easy recognition across all
consumer interactions.
39deliveroo plc Annual Report and Accounts 2024
Stakeholder engagement continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Our riders Our merchants
What they care about and why they matter to us
When we speak to riders – both directly, and through their unions in the UK, France and Italy
– they are clear that they want a flexible way to work with attractive earning opportunities,
protections and benefits. Riders are an integral participant in the three-sided marketplace
so we continue to invest in improvements to our rider proposition and focus on the flexible
work riders want.
How we engaged
• Engaged with riders through dedicated engagement teams in each of our markets, with
regular surveys, an in-app feedback tool, roadshow events, and rider focus groups.
• Riders have access to our dedicated, live order support tool and team, which deals with
order-related issues and is another forum for us to gather feedback.
• Engaged with riders through trade unions in a number of markets, including in the UK,
France and Italy.
Outcomes and support
• Continued to offer riders unmatched flexibility and advocate for this with policy makers
around the world.
• Globally, more than 137,000 riders completed an order in 2024 and satisfaction remained
above 80% for the year.
• Following negotiations with the GMB Union we increased the pay floor for riders in the UK
to £12 an hour for time on order, plus costs, a 15% increase in the pay floor since it came
into effect in September 2022.
• Launched a Respect Charter in the UK in conjunction with the GMB Union to improve rider
and partner relationships in the UK. Launched a further Respect Charter in the UAE.
• Partnered with Lynx Educate to offer a wide range of educational courses for riders
worldwide, allowing them and their families to learn and gain new skills.
• Signed an agreement with French unions to protect riders against discrimination and
ensure better protections for platform workers in the delivery sector.
• Continued e-bike partnerships to support rider transitions to green vehicles in France
and Italy.
What they care about and why they matter to us
Our merchants work with us to reach new consumers, boost their sales and improve their
bottom line, and we are proud to be a key part of merchants’ growth. Our merchants provide
the breadth of quality food and product selection that our consumers love. Our proposition
to our merchant partners – restaurants, grocers and non-food retailers – aims to provide
strong incremental demand generation, an excellent consumer experience, and tools
to drive profitability and grow their business. We provide tailored support to our smaller
merchants at an earlier stage in their journey to digitise, develop their business plans,
and go greener.
How we engaged
• Merchant Insight and User Experience teams regularly engaged with groups of
merchants to receive feedback and to test our products and services.
• Hosted the ‘Food Forward’ conference in October 2024 for over 300 merchants to learn
about consumer trends and connect with experts and our Executive Team.
Outcomes and support
• Enabled more merchants to sign up to our increasing number of industry-leading
marketing campaigns that drive incremental sales.
• Overhauled our Partner Hub to give merchants better insights and actions to boost
performance, launching a mobile app for 24/7 management and real-time performance
updates.
• Enhanced the order experience for merchants by adding ‘Order Ready’ and ‘Need More
Time’ features and introducing ‘Rider Check-In’ scanning technology to better align rider
arrival with food preparation.
• Expanded our Manchester commercial hub to better support new merchants and over
9,000 top independent restaurants in the UK, Ireland, France, Italy, and Belgium.
• Expanded our account management capability and rebooted onboarding processes to
improve partner support through the first, critical weeks of operating with Deliveroo.
• Step changed our picking technology for grocery and retail merchants, improving
operations and saving labour hours.
• Hosted the Deliveroo Restaurant Awards across several markets to celebrate, hero and
drive awareness of our restaurant partners.
Stakeholder engagement continued
40deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Our local communities Our shareholders
What they care about and why they matter to us
The communities in which we operate are as diverse and varied as the cuisines and
merchants on our platform. Deliveroo is fundamentally a local company. We want to
be more than a presence in local neighbourhoods, we want to actively support local
communities on issues where we can make a difference, like food insecurity. This matters
to our consumers, riders and merchant partners – so it matters to us.
How we engaged
• Partnered with local charities to provide free meals to those in need in the locations in
which we operate.
• In 2024, our Full Life Campaign provided over 3.5 million free meals worldwide to those
facing hunger through charity partnerships.
• Provided our employees with a paid day off to volunteer at a charity. Following internal
awareness raising, we saw a 36% increase year-on-year globally of colleagues using
their volunteering day.
Outcomes and support
• Addressed food insecurity by partnering with organisations globally: in the UK with the
Trussell Trust for meals and volunteers, in Italy with the Red Cross in distributing over a
million meals, in Kuwait with the International Charity Organisation to deliver essential
food boxes, in Hong Kong with St James’ Settlement, in Singapore with Food From The
Heart to donate meals, and in Ireland with FoodCloud to reduce food waste. In UAE
we distributed food essentials and Iftar meals during Ramadan and partnered with
Bread for All, in Qatar we distributed dates and water ahead of Iftar and in Belgium we
partnered with the Federation of Belgian Food Banks to deliver 35,000 meals.
• In collaboration with Sheffield Hallam University launched a Sustainable Packaging
Challenge for students to design innovative, spill-proof, temperature-maintaining,
cost-effective packaging. The winning design will be produced and available in the UK
in 2025.
• Launched the Deliveroo’s Open Kitchen Fund, which aims to contribute to improving
LGBTQIA+ representation in the hospitality industry.
• Launched a partnership with Blue Light Card in the UK, offering all essential workers
free delivery with Plus Silver for 12 months.
What they care about and why they matter to us
We want to ensure that our investors understand our business model, strategy, growth
potential, risks, performance, capital structure and ESG matters. Shareholders are the owners
of our business and an important source of long-term funding so we are committed to
understanding their priorities and perspectives and delivering long-term, sustainable value for
them. We provide transparent and consistent information and appropriate ongoing dialogue
with our Board and Senior Management.
How we engaged
• Announced full year, half year and quarterly financial results. This included hosting
webcasts for full and half year results where Executive Directors responded to questions
from analysts and investors, ensuring an open dialogue with the market.
• Our CEO, CFO and the Investor Relations team met with investors after our significant
financial announcements as well as on an ad hoc basis.
• Our Board Chair discussed governance and Board matters with major investors before the
2024 AGM. Our Board attended the 2024 AGM to engage with our shareholders.
• Our Remuneration Committee Chair, engaged with our largest investors and certain
proxy advisers regarding our proposed Remuneration Policy, which will be presented to
shareholders for approval at our 2025 AGM.
Outcomes and support
• Throughout 2024, the CEO, CFO, and Investor Relations team held around 200 meetings with
nearly 400 investors and analysts, and shared their feedback with the Board.
• Held a successful 2024 AGM with all resolutions passed, receiving in excess of 99% votes
in favour.
• Continued to follow our capital allocation policy, announcing a return of a further
£150 million of surplus capital to shareholders through an on-market buyback programme.
• Transferred to the equity shares (commercial companies) (‘ESCC’) category on the LSE.
Entering the ESCC category has allowed our inclusion in the FTSE UK Index Series, potentially
boosting passive investment and liquidity, as well as providing increased protections for
investors under the UK Listing Rules.
41deliveroo plc Annual Report and Accounts 2024
Stakeholder engagement continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
How the Board fulfils its Section 172(1) duties
How the Board fulfils its duty Key activities/considerations in 2024 More information
(a) The likely consequences of any decision in the long term
The Board receives regular updates
on the Company’s operational and
financial performance from the
CEO and CFO as well as from other
members of Senior Management.
This includes the outcome of
engagement with investors,
consumers, riders, merchants,
employees and other stakeholders.
The Board also holds an annual
strategy day, which includes
presentations from key areas of
the business to inform the Board
of the key focuses in the coming
year, with actions from the day
considered throughout the year.
• Board strategy day.
• Board approval of 2025 budget and long-term financial plan.
• Transfer to the Equity Shares (Commercial Companies)
category (‘ESCC’) (leading to admission to the FTSE UK Index
Series).
• Update on the Company’s ESG strategy and ongoing monitoring
of progress against pillars, emissions, diversity and Task Force
on Climate-related Financial Disclosures (‘TCFD’) reporting.
• Consideration of financial reporting statements, including
outlook and market guidance.
• Capital allocation consideration including approval of
£30 million EBT share buyback and £150 million company share
buyback programmes.
• Approval of new £140 million Revolving Credit facility.
• Decision to exit Hong Kong.
→ Chair’s Letter, page 06
→ Founder and CEO’s Letter,
page 08
→ Our business model,
page 16
→ Our strategy, page 18
→ Board activities, page 90
→ Viability statement page
65 and Going Concern,
page 176 to 177
→ Sustainability review,
page 50
(b) The interests of the Company’s employees
The Board receives regular
updates on matters relating
to our employees through
the CEO and the Chief People
Officer, including in relation to
employee engagement, culture
and recruitment to align with our
growth and strategic ambitions,
and equity,diversity and inclusion
(‘ED&I’). The Chief People Officer
also reports to the Remuneration
Committee more specifically on
recruitment and reward matters,
and to the Nomination Committee
on leadership succession, DE&I and
culture.
• Review of remuneration approach, employee engagement and
attrition.
• Engagement with the Company’s largest investors and proxy
voting agencies on the proposed Remuneration Policy to be
put to shareholders at the upcoming AGM.
• Updates on culture, talent and ED&I matters, including
Company culture review.
• Review and approval of the Gender Pay Gap Report.
• Reports from the designated Employee Non-Executive Director.
• Quarterly People KPIs.
• Consideration and approval of the Company’s diversity
reporting and compliance with the FCA disclosure
requirements.
• Approval of the Company’s corporate insurance programme,
including Directors’ and Officers’ liability insurance.
→ Our people, page 44
→ Stakeholder engagement,
page 38
→ Equity, Diversity and
Inclusion, page 46
→ Employee engagement,
page 45
→ Whistleblowing, page 105
→ Nomination Committee
Report, page 94
→ Directors’ Remuneration
Report, page 106
Section 172(1) statement
The Board confirms that, for the year ended
31 December 2024, it has acted to promote
the long-term success of the Company for
the benefit of its shareholders as a whole,
whilst having due regard to the matters
set out in Section 172(1)(a) to (f) of the
Companies Act 2006.
The information which follows describes
the methods used by the Board in fulfilling
its duty under Section 172(1), in relation to
each of the factors set out in the Section.
More information is cross-referenced
to demonstrate how these factors are
considered by the Board and across
the business.
The Board’s duties under Section 172(1)
The Board recognises that our business and behaviours
can impact our consumers, riders, merchants, employees,
investors and other stakeholders. We believe that
stakeholder engagement is key to the execution of
our strategy and is critical to achieving long-term
sustainable success.
The Board considers impacts on our key stakeholders
and the consequences of any decision in the long term.
It is not always possible to provide positive outcomes
for all stakeholders and the Board sometimes has to
make decisions based on balancing competing interests.
Stakeholder engagement is undertaken across our
business and at different levels of the organisation. For
more details on how we have interacted with our key
stakeholders, please refer to pages 38 to 41.
Section 172(1) statement
42deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
How the Board fulfils its duty Key activities/considerations in 2024 More information
(c) The need to foster the Company’s business relationships with suppliers, customers and others
The Board receives regular updates on matters
relating to our consumers, riders, merchants and other
significant commercial arrangements, through the CEO
and regular presentations from members of Senior
Management.
• CEO updates on key strategic, operational and business matters including annual strategy day.
• CFO updates on key financial and investor matters.
• Executive Team presentations on our markets, consumers, business partners and competitive landscape.
• Board trip to Paris to better understand the local market and to meet the French team.
• Updates on tech, product and automation.
• Updates on matters relating to riders.
• Updates on ESG matters relating to our marketplace.
• Direct feedback from our Board members.
→ Sustainability review, page 50
→ Our business model, page 16
→ Our strategy, page 18
→ Whistleblowing, page 105
→ Anti-Bribery and Corruption, page 49
(d) The impact of the Company’s operations on the community and the environment
The Board receives regular reports on ESG matters from
the CEO and members of Senior Management.
• Approval of ESG strategy and monitoring of progress against ESG commitments and pillars.
• Progress against the Scope 3 emissions and gender diversity metrics as part of Executive
remuneration under the PSP.
• Review and approval of the modern slavery statement.
• Review of annual TCFD and Sustainability review disclosures.
→ Sustainability review, page 50
→ TCFD, page 57
→ Stakeholder engagement, page 38
→ Directors’ Remuneration Report,
page 106
(e) The desirability of the Company maintaining a reputation for high standards of business conduct
The Board receives regular updates on Company values,
culture, risk, regulatory, legal and governance matters
from the CEO, CFO, Chief People Officer, General Counsel,
Company Secretary and VP Assurance.
• Review and approval of the modern slavery statement and Gender Pay Gap reporting.
• Consideration and approval of the Group’s principal risks and risk appetite, and monitoring of controls.
• Regular updates on legal, regulatory and governance matters including the Company’s Speak Up
platform.
• Internal Audit reports.
• Consideration and approval of new and current key policies and procedures.
• Director, Executive Team and Senior Management training ahead of transition to the ESCC category.
→ Sustainability review, page 50
→ Anti-bribery and corruption, page 49
→ Risk management and our principal
risks, page 67
→ Audit and Risk Committee Report,
page 98
→ Whistleblowing, on page 105
(f) The need to act fairly as between members of the Company
The Executive Directors, Chair, Senior Independent
Director and other Non-Executive Directors are available
to meet with investors on request and report back to
the Board on investor views from these meetings.
The Board receives regular reports from the Investor
Relations team and the Company’s corporate brokers
on feedback from investor engagement, competitor
trends, the Company’s share register and significant
changes in shareholdings.
• Regular broker updates on investor feedback and market/competitor dynamics.
• Chair engagement with major shareholders ahead of the May 2024 AGM.
• Remuneration Committee Chair engagement during 2024 and 2025 on proposed new Remuneration
Policy.
• Regular investor engagement by CEO, CFO and Investor Relations team.
→ Notice of 2024 AGM; see Company
website
→ AGM, page 79
→ Stakeholder engagement, page 38
→ Directors’ Remuneration Report,
page 106
43deliveroo plc Annual Report and Accounts 2024
Section 172(1) statement continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Our culture and values
Organisational culture
During 2024 we conducted a review to build upon our
unique culture. A key finding was that our culture is one
where people feel proud to work with each other and for
Deliveroo – mentioning their bright, dedicated, supportive
colleagues. Other feedback highlighted that Deliveroo
operates in a fast-paced environment, marked by a strong
sense of urgency. Through this, we look to prioritise
cultivating a culture of rapid professional development. We
are proud that employees recognise Deliveroo’s energetic
pace, which supports their skill enhancement and career
progression.
Company values
Our values continue to be reinforced through
organisational processes designed to drive our culture. In
recruitment, candidates are assessed against our values
as well as experience and competence. In Performance &
Development, our Global Levels & Expectations Framework
has been refreshed this year to include behavioural
indicators aligned to our values, to deepen understanding.
By incorporating these indicators, we aim to provide
clearer guidance on how our values translate into everyday
decisions. This enhancement not only helps employees
align their behaviours with organisational goals but also
facilitates more objective performance evaluations and
targeted development opportunities.
Firmwide meetings are used to share ‘wins’ tagged to
one or more values to reinforce their importance, and
at a local level, many teams have initiatives or ways of
working shaped around our values. Our annual employee
recognition awards, Golden Wings, celebrate employees
across categories aligned to our values.
What it’s like to work at Deliveroo
Our Employee Value Proposition
Our Employee Value Proposition (‘EVP’) comprises three pillars describing the professional and personal value derived from a
career at Deliveroo. During the year, employees were consulted on our EVP and the common themes are detailed in the below table.
EVP Pillar Impact What our employees have to say
Grow fast
In a rapidly evolving industry, employees have the
chance to tackle unique and complex problems in a
dynamic, fast-paced environment alongside talented
colleagues. Our robust learning and development
programmes, including skills training and leadership
development, supports the opportunity for
professional growth.
Employees have expressed that Deliveroo
provides them with complex, varied, and
intellectually fulfilling work, allowing them
to take ownership of their tasks. This
empowering environment enables them to
develop their skills rapidly and advance in
their careers.
Leave your
mark
Despite our rapid growth, many areas of our business
are still in the early stages, with innovation being
a constant focus. Whether it's launching our new
non-food retail venture or expanding into emerging
markets, our employees tackle unique challenges
quickly. This allows everyone at Deliveroo, regardless
of their role or level, to make a real impact on the
business.
Employees have shared that they
appreciate the opportunity to make a
significant impact and innovate on a large
scale, which allows them to contribute
meaningfully to the Company's success
and drive forward-thinking initiatives.
Be part of
something
bigger
Our employees are helping to shape a new industry
with innovations like Deliveroo Hop and our move into
retail, which supports flexible work for thousands of
riders and boosts economic activity for our partners.
They also contribute to larger causes through
charity work, such as partnering with the Trussell
Trust to provide food for those in poverty, and the
'Friend of Dorothy' initiative, which unites our partner
network and ED&I efforts to offer meals to homeless
LGBTQ+ youth.
Employees have expressed that they feel
privileged to work alongside bright and
brilliant colleagues in a diverse and friendly
environment, which fosters collaboration
and mutual respect. Additionally, they take
pride in being part of an iconic, industry-
defining brand that is relentless in its
efforts to enhance and innovate within the
marketplace.
Our People
44deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Competing for talent
Maintaining our competitive edge in the talent market and
building a workforce that reflects our values and communities
is crucial to growing our business and achieving our strategic
goals. Throughout the year, we continued to enhance our
hiring practices to attract the best talent for Deliveroo.
We revamped our employer branding to strengthen our
position as an employer of choice, showcasing the impactful
opportunities available at Deliveroo. We also engaged with
internal and external communities at key talent events such as
Black Tech Fest and EUROUT.
Making a difference
We partner with a number of charities working with those in
need or at risk of food poverty across our markets. In Italy
we partnered with the Red Cross, who provided first aid
training to our riders as part of a broader commitment to
social responsibility. We have also partnered with the Trussell
Trust in the UK where millions of meals have been provided
since the start of the partnership. Additionally, all employees
receive a paid day annually to volunteer with a charity of their
choice. In 2024 we partnered with Blue Light Card (‘BLC’). This
partnership offers free Deliveroo Plus Silver membership for 12
months to over four million essential workers, including those
in the NHS. The partnership reflects Deliveroo’s commitment to
supporting those who protect and care for our communities.
Experiencing our marketplace
Our consumers, riders and merchants are at the heart of
everything we do, and we encourage our employees to
experience our three-sided marketplace. RooSearch Hub, our
high-tech research lab, continued to deliver insights across
the year, with employees observing research sessions with all
three sides of the marketplace, either in person or online. Over
the year, our UK, UAE and Hong Kong markets also hosted large-
scale research and insights events, where employees in the
above locations were invited to live research sessions to learn
more about how our consumers use Deliveroo.
As in previous years, our ‘We Are Deliveroo’ initiative offered
employees a range of experiences across the marketplace,
such as delivering orders, visiting our Hop and Editions sites,
or observing live care team chats, to bring them closer to the
marketplace.
Our approach to
employee engagement
Employee feedback
Our people are critical to our continued success, and providing
them with the opportunity to give and receive feedback
about their experiences at Deliveroo is an essential way to
foster a positive culture and continue to improve employee
experiences.
Seeking open and honest feedback regularly on a wide
range of issues impacting employee engagement allows
us to flag and address opportunity areas in real time as
they arise. Managers receive live access to their team’s
results to understand both what is going well, and where
they can provide further support. Results, insights and
recommendations are shared quarterly with the Executive
Team, along with insights into any action taking place as a
result of employee feedback. During the year, the CEO and
CPO held listening sessions to obtain employee feedback
on anything top of mind for them. Our engagement score
has improved from 7.4 in December 2023 to 7.6 in December
2024. Our score was stable through most of H1 and steadily
improved in H2 as a result of continued progress on regularly
sharing Company strategy and performance updates,
strengthening of our Learning & Development and ED&I
programs and significant development in tailored learning and
development opportunities; including Learning at Work Week,
and continued development of our employee wellbeing ERGs.
Developing our people
Deliveroo remains committed to providing our people with
fantastic development opportunities. During 2024, we built
on significant progress made in 2023 across various new
programmes and events to provide the opportunity for our
people to take more ownership of their career development.
Key initiatives included:
• A new milestone programme, which was launched to
develop those employees who were recently promoted to
Senior Manager and above roles.
• More online resources and development sessions than
ever before with record high learning engagement in
the year
• Our ‘Learning at Work Week’ held in May allowed employees
to enrol in a series of in-person or digital sessions,
workshops and self-guided learning resources of their
choice.
• Specific programmes for people managers were provided
to over 100 people managers (building on the success of
the global initiatives launched in 2023).
• Our female leadership development programmes
were broadened to be available for employees
across the organisation.
45deliveroo plc Annual Report and Accounts 2024
Our People continued
STRATEGIC REPORT FINANCIALSGOVERNANCE
Supporting our people
Wellbeing and flexibility
The health and wellbeing of our employees remain a top
priority for the Company. To support emotional wellbeing, we
offer resources like the Employee Assistance Programme and
the Headspace app, providing free structured counselling
sessions and mindfulness content for employees and
their families. Additionally, we ensure that all employees
have access to gym benefits, whether through a network
of local classes and gyms or through on-site facilities. Our
commitment to healthcare coverage continues to provide a
minimum level of fully paid coverage to all salaried employees
in the UK, and this year, we’ve enhanced our offerings to
include additional fertility support. In 2024 we developed our
UK menopause assistance policy, providing employees with
access to menopause counselling through our Employee
Assistance Programme and the opportunity to consult with
medical specialists.
We continue to listen to our employees which helps us to drive
our global wellbeing agenda, coming up with innovative ways
to inspire colleagues on physical, mental, social, career and
financial health. These initiatives are largely driven by Employee
Resource Groups (‘ERGs’) which are voluntary employee-
led groups, aimed at building togetherness and a sense of
community at work. During 2024, this included a monthly
awareness programme dedicated to topics such as nutrition,
movement, mental health awareness and winter wellness. We
also established global wellbeing champions and a toolkit
to ensure our mission is properly embedded throughout the
business.
In 2024, we updated our policy for UK and India-based
employees to work from the office for three days of the week.
This approach has brought numerous benefits, including
enhanced collaboration, learning opportunities, and the
enjoyment of spending time with colleagues in person.
Flexibility is something we know is important to our employees,
especially those with caring responsibilities, which is why
we were proud to announce the creation of the Family and
Carers ERG. This new ERG provides support, resources and
community to those employees who face the challenges of
balancing their professional commitments with caregiving
responsibilities.
Equity, Diversity and Inclusion and
celebrating difference at Deliveroo
In 2024, we deepened our commitment to Equity, Diversity
and Inclusion (ED&I) at Deliveroo, creating a workplace where
everyone has the opportunity to thrive. Through impactful
initiatives, progressive policies, and data-driven strategies,
we enhanced representation and celebrated diverse
communities. Our initiatives have had the aim of fostering a
culture of belonging. These efforts underscore our dedication
to cultivating an environment that celebrates difference and
champions equity.
Strategic framework
In 2024, we launched “Worthy of Yes”, a bold new narrative
guiding our ED&I strategy through 2030. This vision shifts
the focus from addressing what’s absent to celebrating
the strengths, skills, and diversity already present within
our people. Our ED&I mission is to connect people with the
opportunities and experiences they want by enabling the ED&I
they need.
This strategic framework is supported by three pillars.
• Equity: Mitigating disparities across key moments of the
employee lifecycle.
• Trust: Increasing stakeholder confidence and trust in ED&I’s
ability to affect change.
• Community: Straightening and mobilising
underrepresented talent communities.
Representation and recruitment
We’re proud to report improved gender balance across
leadership since last year’s Annual Report. Women now
hold 42% of senior management roles (specifically those at
seniority Level 7 and above, up from 41% in 2023, with notable
increases in technology roles (from 29% to 31%). This brings us
closer to our goals of achieving 50% representation of women
in senior business roles and 33% in senior tech roles by the
end of 2025. Our Executive Team remains gender balanced this
year (50% women). Recruitment efforts resulted in women
comprising 44% of all new hires across the company; 34% in
Tech and 47% in non-tech. These results reflect our continued
commitment to inclusive hiring and retaining more women,
and supporting their career development.
Leadership and talent development
Investing in our people remained a priority in 2024. Over 370
women participated in tailored career growth initiatives,
including ‘Accelerate’ and ‘Inspire’ programmes for mid-
level and junior talent and ‘Elevate’ for managers, with 49%
female participation across the organisation. Additionally, we
partnered with Corndel College and Imperial College London
to fund £196,000 worth of technology apprenticeships for 14
women, further advancing opportunities in tech leadership.
Our People continued
46deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Community and engagement
In 2024, Deliveroo’s ERGs grew to eight, with the addition of
Black in Roo, alongside Parents & Carers, DNMH (Disability,
Neurodiversity, and Mental Health), Women in Tech, Gender
Equity, Racial Equity, LGBTQ+ (Deloveroo), and Wellbeing. ERG
membership increased by 65% year-on-year globally across
the Company, reflecting our commitment to creating a sense
of belonging. These groups continue to play a central role
in creating spaces for dialogue, advocacy, and meaningful
connections. Our ERGs organised a record number of events
celebrating cultural moments such as Pride, Black Futures
Month, Ramadan, Diwali, and Hanukkah, and spearheaded
initiatives like our sponsorship of Black Tech Fest and
mentorship for LGBTQIA+ culinary talent through The Open
Kitchen initiative.
Supportive policies and benefits
In 2024, we implemented progressive policies to foster a safer
and more caring workplace. These include policies addressing
menopause support, bullying prevention, sexual harassment
prevention, and transitioning at work. In the UK, we also
introduced enhanced benefits such as fertility support and
mental health services tailored for individuals experiencing
gender dysphoria. Additionally, a pilot programme was
launched to support parents in navigating the transition back
to work after parental leave.
Driving change with data
With the expansion of our Global Self ID programme, we
have achieved a deeper understanding of our workforce
demographics. The launch of the digital diversity dashboard
tool in Workday has equipped stakeholders with real-time
actionable ED&I data and insights to drive informed change.
Real-time data has been embedded into processes around
performance and talent management, talent identification
and succession planning ensuring fair opportunities for
employees.
Recognition
Our commitment to gender equity was recognised by Women
in Work’s WiW100 Gender Equity Measure, a comprehensive
benchmark evaluating organisations on 100 criteria for
fostering gender equity, highlighting our progress in board
representation, closing pay gaps, and enhancing parental
policy transparency.
Our Gender Equity ERG also received the Engage Awards ‘Best
Use of Employee Voice’ for actively listening to the needs of
our employees and driving initiatives that address barriers
to leadership for women in tech. Additionally, Deloveroo,
our LGBTQ+ ERG, was shortlisted for the Metro Pride Awards’
Marketing Campaign Award for their impactful ‘Open Kitchen’
initiative, further expanding Deliveroo’s influence in the
marketplace.
Looking ahead
In 2025, we aim to build on these achievements by enhancing
our EVP for Global Ethnic Majority and disabled talent. Deliveroo
will adopt more intersectional approaches, considering
overlapping identities and experiences of our colleagues, and
set new inclusive goals using detailed diversity data that we
hold on employees. This will ensure our workplace remains one
where everyone can grow, thrive, and belong.
Gender diversity
GENDER SPLIT OF DIRECTORS
(OF PLC)
GENDER SPLIT OF SENIOR MANAGERS
(EXCLUDING CEO AND CFO)
GENDER SPLIT OF ALL EMPLOYEES OF THE
GROUP (EXCLUDING DIRECTORS OF PLC)
HEADCOUNT
9
(2023: 8)
HEADCOUNT
107
(2023: 109)
HEADCOUNT
3,839
(2023: 3,574)
AS AT 31 DECEMBER 2024
Female – 56%
Male – 44%
Female – 42%
Male – 58%
Female – 43%
Male – 57%
AS AT 31 DECEMBER 2023
Female – 50%
Male – 50%
Female – 41%
Male – 59%
Female – 40%
Male – 60%
47deliveroo plc Annual Report and Accounts 2024
Our People continued
STRATEGIC REPORT FINANCIALSGOVERNANCE
Proportion of male and female employees
in each hourly pay quartile
DELIVEROO UK ROOFOODS LTD
LOWER
39.6% 60.4%
47.0% 53.0%
(+1.2pp) (+0.3pp)
SECOND
50.2% 49.8%
51.4% 48.6%
(+2.2pp) (+2.4pp)
THIRD
36.8% 63.2%
34.3% 65.7%
(+3.4pp) (+2.8pp)
UPPER
30.0% 70.0% 29.6% 70.4%
(+1.8pp) (+2pp)
Female Male
The gender pay gap data presented above under ‘Deliveroo UK’ is the data for all UK employees,
which includes both of our UK entities: Roofoods Ltd and Deliveroo Hop Ltd. Roofoods Ltd is the
main operating entity of Deliveroo plc.
Percentage of male and female employees
receiving bonus pay
DELIVEROO UK ROOFOODS LTD
'23
'24
'23
'24
62.5%
60.1%
72.4%
71.1%
'23
'24
'23
'24
65.3%
65.4%
80.3%
74.4%
Female Male
Mean and median Gender
Pay Gap using hourly pay
MEAN
DELIVEROO UK ROOFOODS LTD
11.9%
-2.0pp
(2023: 13.9%)
15.7%
-1.5pp
(2023: 17.2%)
MEDIAN
DELIVEROO UK ROOFOODS LTD
22.1%
+0.9pp
(2023: 21.2%)
25.8%
+1.5pp
(2023: 24.3%)
Mean and median
Gender Bonus Gap
MEAN
DELIVEROO UK ROOFOODS LTD
27.5%
(2023: 29.6%)
27.6%
(2023: 29.9%)
MEDIAN
DELIVEROO UK ROOFOODS LTD
32.5%
(2023: 20.7%)
32.6%
(2023: 20.6%)
GENDER PAY GAP STATS
Our People continued
48deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Code of conduct
Our Code of Conduct – known as the ‘Roo Way’ – reflects our
commitment to conducting business in accordance with our
Company values, acting with integrity and offering the best
experience to our marketplace. The principles of the ‘Roo
Way’ are reinforced through employee training and regular
communication, ensuring our colleagues are informed about
the expected standards and equipped to meet them. Through
our whistleblowing platform – ‘Speak Up’ – we encourage
colleagues to report breaches of the Code or other policies,
allowing us to investigate and remediate wrongdoing as
necessary. We have procedures to manage risks associated
with working with third parties and communicate our
requirements through our Business Partner Code of Conduct,
which suppliers must accept and follow.
Anti-bribery and corruption policies
We are committed to countering all forms of bribery and
corruption and work hard to prevent and mitigate risk in this
area. In 2024, we updated our Anti-Bribery and Corruption
Policy and accompanying training, which outlines our
zero-tolerance approach and the conduct we expect of all
employees. We also revised our anti-bribery risk assessment
to ensure it remains an effective tool for directing our
compliance resources. This assessment helps us to monitor
key risks, implement additional controls, and maintain our
anti-bribery and corruption compliance programme on a
risk-targeted basis.
Modern slavery and human rights
We believe everyone has a right to safe and fair working
conditions, and to be treated fairly and with respect. We
recognise our responsibility to respect human rights, which
is embedded within our policies and initiatives, some of
which are described in our People section on page 44. We are
committed to the prevention of abuse, and work proactively
to prevent instances of forced labour, human trafficking and
child labour within our business and our supply chain. In 2024,
we set and achieved several goals for our modern slavery
programme, focusing on developing our internal resources,
enhancing oversight of our supplier risks and continuing to
strengthen controls over certain rider-related risks. More
information is available in our Modern Slavery Statement on
our website, which summarises the risks associated with our
business and supply chain as well as the activities we have
undertaken to address potential impacts.
RESPONSIBLE BUSINESS CONDUCT
49deliveroo plc Annual Report and Accounts 2024
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STRATEGIC REPORT FINANCIALSGOVERNANCE
Our sustainability strategy focuses on six pillars of activity.
This year we have delivered more for three sides of the marketplace – consumers, riders and merchants, as well as
driving progress on our sustainability goals to support our Company, the wider environment, and the communities we
operate in. This review details our progress over the course of 2024, including two case studies showcasing how we
have delivered against two of our key pillars, and sets out our priorities for the year ahead. In line with our reporting
obligations, we also report on our emissions reductions, which can be read in detail in the SECR section of this report.
Our six sustainability pillars
Marketplace Company, environment and communities
Riding and thriving
Reaching net zero and
reducing waste
Enabling healthier eating
Tackling food insecurity in
our communities
Supporting merchants to grow
and be more sustainable
Building a diverse and inclusive
company and marketplace
OUR APPROACH TO
SUSTAINABILITY
Sustainability review
50deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Riding
and thriving
We want to give riders the flexible work they value alongside the security they deserve, as
well as attractive earning and learning opportunities.
Highlights of progress on our 2024 priorities
• Completed the first collective bargaining negotiation on rider pay in the sector with GMB Union
in the UK.
• Awarded £40k to the winners of Deliveroo’s Big Pitch to support them launch their businesses.
• Delivered rider safety and inclusivity training in Singapore, the UAE and Qatar – supporting riders
on how to work with people with disabilities.
• Launched the Rider Respect Charter in Ireland and the UAE, following success in the UK scheme,
which launched in 2023.
• Implemented new processes to support riders in France who may be the victims of
discrimination.
• Expanded our global rider training offer, providing over 1,500 English-language courses via
Lynx Educate. Cantonese and Arabic courses were rolled out to riders in Hong Kong and Kuwait,
respectively.
• Renovated a community playground with a cricket pitch and basketball court for riders and the
wider community in Dubai.
Priorities for 2025
• Relaunch Italian Rider Scholarship Programme.
• Continue to advocate for the flexible work that riders want.
• Launch virtual GP appointments for riders in the UK.
• Build on our union agreements in the UK, France and Italy, demonstrating the value of working
with unions.
• Continue prioritising rider wellbeing initiatives and working closely with partners and
government entities to support our efforts.
Metrics we measure
• Rider satisfaction.
• Absolute number of riders participating in training by
market (initiatives varying across market).
• Take-up of rider training offers.
• Rider retention.
SDG Sub Indicators*
5.1, 5.5. 10.1, 10.4
Enabling
healthier eating
We want to give our consumers the best selection, availability and value in healthier choices,
as well as the tools to help them make informed choices on what to order.
Highlights of progress on our 2024 priorities
• Scoped product changes to support our compliance with less healthy food advertising
restrictions in the UK from October 2025.
• Developed macronutrient functionality for grocery partners, allowing them to show a broader
range of nutritional information to consumers.
Priorities for 2025
• Expand macronutrient feature across restaurant partners.
• Trial changes to menu design in the UK with Nesta, the UK’s innovation agency for social good.
Metrics we measure
• Number of healthy searches by consumers.
• Number of restaurants in healthy tab.
SDG Sub Indicators*
2.1
* Sustainable Development Goals sub-indicator
YEAR IN REVIEW
51deliveroo plc Annual Report and Accounts 2024
Sustainability review continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Supporting merchants to grow
and be more sustainable
Reaching net zero
and reducing waste
We want to provide our merchants with new opportunities to grow revenues, increase brand
value and maximise profit potential from online delivery, whilst supporting and enabling
more sustainable behaviour.
Highlights of progress on our 2024 priorities
• Established Restaurant Awards in the UAE, UK, Ireland and France to recognise the best
performing restaurants.
• Established the Packaging Innovation Award in association with Sheffield Hallam University.
• Continued to subsidise more sustainable packaging for partners across the UK, mainland Europe
and Hong Kong.
• Launched a report with ‘Be the Business’ demonstrating how Deliveroo supports small
businesses to digitise and leverage the data insights provided by Deliveroo.
• Hosted c.350 of our top restaurant and grocery partners from our European markets to
participate in an industry insights day in London.
• Launched Retail in Hong Kong, Singapore, and Kuwait.
Priorities for 2025
• List the winning design of the Packaging Innovation Award for sale on the Deliveroo packaging
webstore.
• Build on the success of 2024’s packaging challenge and run the Innovation Award with Sheffield
Hallam University for a second year.
• Explore how we can best support restaurants to make maximum use of our technology and data
insights offering.
• Advocate for policies that support our merchant partners to grow with governments in our
markets.
We want to reduce our own emissions and the amount of waste we produce.
Highlights of progress on our 2024 priorities
• Refreshed our Scopes 1 and 2 interim reduction targets as part of our Executive remuneration
through the PSP.
• Invested in decarbonising our Editions kitchens in our most energy intensive markets through
fan speed modulation, fridge temperature control and voltage optimisation.
• Continued our e-bike partnerships to support rider transitions to green vehicles in France, Italy
and the UAE.
• Expanded rider kit recycling bins from the UK into France, and continued partnerships in the UAE
to sustainably dispose of used kit.
• Ran an awareness campaign in Italy to help restaurants and consumers to correctly
differentiate food packaging and support restaurants in choosing recyclable packaging.
Priorities for 2025
• Continue to invest in emissions reduction programmes.
• Procure renewable energy in the UAE and Hong Kong.
• Continue partnership with Food Bank, in the UAE, to continue utilising surplus food from our sites.
Metrics we measure
• Sales growth via our platform.
• Number of restaurants enrolled in our sustainability
training.
• Volume of oil recycled by Olleco.
SDG Sub Indicators*
8.2, 8.5, 9, 10.2, 10.3, 10.4, 12.2,
12.3, 12.5, 12.8
Metrics we measure
• Greenhouse Gas reduction.
• Volume of kit recycled in trials.
• Food waste from Hop sites.
SDG Sub Indicators*
12.3, 12.6, 13.2
* Sustainable Development Goals sub-indicator
Sustainability review continued
YEAR IN REVIEW
52deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Tackling food insecurity
in our communities
Building a diverse and inclusive company and
marketplace
We want to reduce food insecurity in our communities by establishing the right partnerships
and taking direct action where we can.
Highlights of progress on our 2024 priorities
Donated over 3.5 million meals through partnerships in all of our markets. This involved:
• Consumer donations to our charity partners via the in-app roundup feature.
• Distribution of surplus food from Hop stores to charity partners in the UK, UAE and Hong Kong.
• Distribution of essential food boxes in collaboration with our restaurant charity partners ‘Food
Box’, Kuwait Red Crescent, and International Islamic Charity Org, to families and workers in need
during Ramadan, and as part of International Charity Day.
• Distribution of lamb boxes to families in need in collaboration with the Social Work Society in
Kuwait during Ramadan.
Exceeded employee volunteering target, supporting charity partners through employee
volunteering across markets. As well as volunteers going to food banks, we hosted a skilled
volunteering event in London where specialist tech and strategy teams helped solve real-world
problems for three charity partners.
Priorities for 2025
• Launch our first Community Kitchen, using spare capacity in one of our Editions kitchens.
• Continue to drive donations of millions of meals globally to people facing food insecurity.
• Deepen relationships with our food security charity partners in all our markets.
• Offer all employees the chance to support efforts to tackle food insecurity by giving everyone a
paid day annually to volunteer with a charity.
• Scope out running skilled volunteering opportunities for employees in our global markets.
We want to have a gender balanced and more diverse workforce that reflects our
customers, and improves equity and inclusion across our Company and marketplace.
Highlights of progress on our 2024 priorities
• Launched Open Kitchen – an opportunity for aspiring LGBTQIA+ chefs to be mentored by leading
talent from the community.
• Established a Parents & Carers Employee Resource Group, and launched a “Returning After
Parental Leave” workshop series to support and coach employees taking or returning from
parental leave.
• Launched Wo[Mentors], a programme for women who are interested in mentoring support as
part of their career journey.
• Provided women employees in the UK with technology leadership apprenticeships in partnership
with Corndel College and Imperial College London.
• Recognised in the Women in Work’s ‘Gender Equity Measure’ for our efforts in building a great
place for women to work and grow, and our Gender Equity ERG won the Engage Awards for ‘Best
Use of Employee Voice’.
Priorities for 2025
• Continue to diversify our recruiting pipelines with a focus on gender representation, through
talent brand marketing and partnerships.
• Introduce workforce real-time, self-serve diversity data tools for managers to support
decision-making.
• Expand apprenticeship opportunities, focusing on under-represented groups to build diverse
future talent pipelines.
Metrics we measure
• Total consumer donations.
• Percentage of consumers making a donation.
• Total staff volunteering days.
SDG Sub Indicators*
2.1
Metrics we measure
• Mid to senior female representation.
SDG Sub Indicators*
5.1, 5.5, 10
53deliveroo plc Annual Report and Accounts 2024
Sustainability review continued
YEAR IN REVIEW
STRATEGIC REPORT GOVERNANCE FINANCIALS
Sheffield Hallam
As part of our commitment to helping merchants grow and be more sustainable, we
recognise the need for food packaging that performs effectively whilst also being
sustainable. To meet this need we run a packaging webstore for our partners with
environmentally sustainable packaging options produced by packaging manufacturer BioPak.
We have also subsidised partners on their first purchase of sustainable packaging.
But all too often high-quality packaging that is more environmentally sustainable costs more
than less-sustainable alternatives. To go further and explore how we could drive sustainable
innovation to help the market drive the right outcome in the longer-term, in 2024 we worked
with Sheffield Hallam University, challenging students on their Professional Packaging BSc
to design an innovative piece of sustainable packaging for food delivery that prevented
spillages, maintained food temperature and that was cost-effective.
The winning design, produced by William Shaw, aged 23, and Josephine Cooper, aged 21, made
small but powerful tweaks to the iconic takeaway box, making it stronger, more leak-proof,
and with an innovative new closing system minimising the amount of material needed to
keep everything inside. The design is now being produced in collaboration with BioPak and will
be available for all our partners to buy through our sustainable packaging webstore in 2025.
More than just developing new packaging, this partnership has demonstrated the value of
how businesses can best work with universities to bring new, and more sustainable, ideas
to market. In the UK, it is a well-recognised policy challenge that, despite having numerous
world-leading universities conducting exceptional research, these institutions often struggle
to commercialise their innovations and turn research into commercial success. We hope
examples such as this, with large businesses supporting the commercial development of
cutting-edge research, can form part of the policy solution to this problem. Next year, we
hope to build on the successful partnership with Sheffield Hallam University with a new
packaging challenge for students.
Skilled volunteering
At Deliveroo, we’re committed to helping to reduce food insecurity in the communities that
we operate in.
Deliveroo employees are each annually given a paid charity volunteering day to use to
support a charity of their choice. In 2024, more than 700 staff globally gave their time to help
charitable causes. This represents a 53% increase year-on-year in employee volunteering,
significantly exceeding our target of 30%.
This year, we hosted our first skilled volunteering event at our London head office,
collaborating with an organisation called Pilotlight to support three food insecurity
charities: The Trussell Trust, The Felix Project and Feed London. Through cross-functional
teams of different seniority, staff addressed diverse challenges such as structuring a data
management system and attracting corporate partners. Drawing on expertise from across
the Company, the teams developed actionable solutions within a single day to help the
charities successfully tackle these key issues.
In 2025, we’ll continue to build on our volunteering efforts, empowering staff to give their
time to charitable causes and with plans to repeat our skilled volunteering initiative.
Sustainability review continued
CASE STUDY
CASE STUDY
54deliveroo plc Annual Report and Accounts 2024
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SECR disclosure
In line with UK Government’s Streamlined Energy and Carbon Reporting (‘SECR’) legislation, we
have calculated total operational energy and associated greenhouse gas (‘GHG’) emissions
across the Deliveroo plc global portfolio for the year ended 31 December 2024. Our reporting
scope includes energy associated with activities undertaken by the Group only. Energy and
associated emissions reported include electricity and natural gas utilised at operational sites
(Scopes 1 and 2) and relevant business travel (that falls in Scope 3). This includes our Editions
kitchens, Hop sites and office estate. No other emission sources were identified as applicable
for the Group’s operations.
In 2024, 54% of our total SECR-relevant energy consumption (from all scopes) was UK based. We
consume significant amounts of energy in the UK because, as a UK-headquartered company,
we have more staff and therefore larger offices in the UK, as well as having a large share of our
Editions kitchens based in the UK.
Our total global SECR-relevant emissions were calculated at 10,421 tCO
2
e. This compares to
2023 emissions of 12,746 tCO
2
e. Our overall emissions in FY2024 have therefore fallen by 18.2%
compared to FY2023 and 20.5% compared to 2022 (on a location basis). The reduction between
FY2023 and FY2024 has been driven by our capital investment programme, greening of energy
grids and site closures.
Data collected by the Group was analysed by our external consultants, SLR, based on 95%
verifiable data and 5% estimated data. Data was collected from statements and invoices
provided by utilities companies and landlords; for some locations meter readings were taken
and verified by external providers. Amounts have had to be estimated for some locations where
a service charge is paid rather than metered invoices, where co-working spaces are used, or
where it was not possible to collect metered data.
Consistent with last year, estimated data was based on CIBSE Guide F (2012) benchmarks
against the total occupied floorspace for each site, or estimated using pro rata data collection
methods. The Group will continue to engage with suppliers and landlords to obtain increased
data for future SECR reporting.
The table on page 56 sets out data for the year ended 31 December 2024 in line with the SECR
framework, including our total global and UK operational energy and carbon emissions required
under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018.
Methodology
• Our emissions have been calculated in line with the GHG Protocol Corporate Accounting
and Reporting Standard (revised edition) and emissions factors have been taken from
International Energy Agency and DEFRA databases (consistent with FY2023).
• The boundaries of our GHG inventory were defined using the operational control approach,
which covered all emissions for which we were responsible during the period.
• Reporting scope includes energy associated with activities undertaken by global entities
directly owned by Deliveroo plc only.
• Energy and associated emissions reported include electricity and natural gas utilised at
operational sites and relevant business travel (e.g. use of hire cars or employee-owned
vehicles for business mileage).
• Where data was partially collected, pro rata calculation methods were used. Where these
were cost only, average country electricity cost/kWh to back calculate kWh was used.
• 5% of our dataset is based on estimated data. Estimates are calculated from previous
consumption and published CIBSE Guide F (2012) benchmarks (as this was used to inform
previous consumption estimates).
55deliveroo plc Annual Report and Accounts 2024
Sustainability review continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Streamlined Energy and Carbon Reporting (‘SECR’)
As at 31 December 2024 As at 31 December 2023
Global UK and offshore area Global UK and offshore area
Scope 1 – tCO
2
e emissions 4,231 2,634 5,079 3,094
Scope 2 – tCO
2
e emissions (location) 6,190 1,775 7,649 2,057
Scope 2 – tCO
2
e emissions (market) 5,539 626 6,220 628
Total Scope 1 and 2 (location) 10,421 4,409 12,746 5,162
Total Scope 1 and 2 (market) 9,770 3,260 11,317 3,733
Scope 1 – KWh consumption 23,133 14,401 27,764 16,916
Scope 2 – KWh consumption 19,340 8,572 23,393 10,288
Total KWh consumption 42,473 22,973 51,230 27,250
Intensity ratio (location basis) – tCO
2
e/100,000 orders 3.52 2.83 4.39 3.30
Intensity ratio (location basis) – tCO
2
e/£m revenue 5.03 3.66 6.28 4.28
Location-based: Considers the average emissions of the power grid that supplies electricity to a company.
Market-based: Considers the emissions of the electricity that a company purchases.
Energy efficiency measures in 2024
During the year, we have completed installation of fan speed modulation systems, rolled out
fridge temperature control systems and started work to roll out voltage optimisation (this
activity had been scoped in FY2023, where our priority had been to identify the most cost
effective energy efficiency measures for implementation in FY2024). Together we estimate that
(assuming a flat year-on-year usage), this will save the business 440 tCO
2
e.
In 2025, we plan to procure renewable energy in the UAE. We also have the following executive PSP
targets in place (on a market basis):
• Against a 2022 baseline, we set a target of a 15%-25% reduction in our market-based Scope
1 and 2 emissions (2025 target date).
• Against a 2022 baseline, we set a target of a 20%-30% reduction in our market-based Scope
1 and 2 emissions (2026 target date).
Sustainability review continued
56deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
We recognise the challenges and
opportunities that climate change presents to
Deliveroo, and our marketplace more broadly.
We are actively working to mitigate our impact
on the climate and adapt to any physical
effects or regulatory changes through capital
investment across our estate and working
through our supply.
The following disclosure is aligned with all the TCFD
Recommendations and Recommended Disclosures (‘TCFD’). This
is the third year the Company is reporting on TCFD and the risks
and opportunities identified in our FY2024 scenario analyses
remain in place. In line with guidance, since there have been no
material changes in how or where the business operates, our
scenario analysis remains consistent this year.
Compliance statement
Deliveroo has completed its TCFD disclosure in line with the UK
Listing Rules (LR 6.6.6R). Our statement (and the information
available at the locations within the statement) complies with
all 11 recommended disclosures. We are also compliant with
The Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022 which amends sections 414C,
414CA and 414CB of the Companies Act 2006.
TCFD Compliance Index Table
TCFD recommended disclosure Reporting and compliance
Governance
a. Describe the Board’s oversight of climate-related risks and opportunities.
b. Describe management’s role in assessing and managing climate-related risks and
opportunities.
→ Page 58
Strategy
a. Describe the climate-related risks and opportunities the organisation has identified
over the short, medium, and long-term.
b. Describe the impact of climate-related risks and opportunities on the organisation’s
businesses, strategy, and financial planning.
c. Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario.
→ Page 59
Risk Management
a. Describe the organisation’s processes for identifying and assessing climate-
related risks.
b. Describe the organisation’s processes for managing climate-related risks.
c. Describe how processes for identifying, assessing, and managing climate-related
risks are integrated into the organisation’s overall risk management.
→ Page 64
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.
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (‘GHG’)
emissions and the related risks.
c. Describe the targets used by the organisation to manage climate-related risks and
opportunities and performance against targets.
→ Page 64
Task Force on Climate-related Financial Disclosures statement
57deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Governance
Deliveroo operates as a marketplace connecting consumers
with merchant partners and those partners with riders (the
business model is set out on see page 16), meaning that
climate-related risks and opportunities impact the three-sided
marketplace differently to our core operations.
Governance actions during 2024
During the year, the Board received two updates on the
company’s ESG strategy which covered climate-related
priorities, proposed actions for 2024 and progress against
these. The Board also considered the requirements of the
EU’s Corporate Sustainability Reporting Directive (‘CSRD’)
(implementation of which is now expected to be delayed) and
agreed our implementation approach should part of our Group
be in scope of the Directive.
The Audit and Risk Committee reviews the effectiveness
of the Group’s internal control framework and risk
management arrangements. While climate is not a principal
risk for the Group, during the year, the Committee monitored
management’s progress in considering its climate-related
strategy and goals, including the methodology and data
collection for non-GHG reporting. The Committee also
considered compliance against CFD requirements.
The Remuneration Committee establishes and reviews the
remuneration framework for our Directors and the Executive
Team and determines pay outcomes against performance
metrics. The Remuneration Committee has set a market-based
Scope 1 and 2 emissions reduction target for the PSP, awarded
to the Executive Team (for more information on the PSP
targets, refer to page 111). This PSP metric has been continued
in 2025. The Committee received updates on progress against
that target, and the strategy to meet it (the three phases of
Scope 1 and 2 emissions reduction are detailed on page 59).
Ongoing management oversight is led by the CFO, who has
responsibility for carrying out the overall ESG strategy within
the Company, including coordinating climate-related activities
across the Group, and ensuring that climate-related risks and
opportunities form part of the risk management framework.
This includes establishing the priority areas of focus for
investment and programmes. These programmes are reviewed
in quarterly sessions with the CFO. Budgets are allocated on
the basis of the relative emissions intensity of our markets and
our specific operations. For example, this means we focused
on emissions reduction in Editions kitchens over FY2024. Next
year we will focus on gas usage reduction (further detail on
our plans can be found in the climate transition plan section
on page 59). The CFO also monitors progress against our overall
net zero targets and the effectiveness of programme delivery
during quarterly sustainability business reviews.
The CFO is supported by both the VP Finance and the Director
of Policy and Sustainability who are responsible for the delivery
of our sustainability programmes. The Director of Policy and
Sustainability leads internal engagement with key business
stakeholders who are delivering programmes such as the
launch of e-bike trials, supported by the operations teams
and agrees the metrics for success of those programmes.
The Director of Policy and Sustainability also leads internal
climate-related communications. Finally, the Director of Policy
and Sustainability leads external engagement on climate-
related risk, for example attending external roundtables with
businesses in different sectors, to understand emerging
best practice in this area and approaches to regulatory
compliance.
Management’s role in assessing climate-related risks and
opportunities is described in the risk management section on
page 69. Climate-related risk management is currently a top-
down group process with risks identified centrally.
Task Force on Climate-related Financial Disclosures statement continued
Strategic
oversight
Deliveroo plc Board
Audit and Risk
Committee
Remuneration
Committee
Management
oversight
Deliveroo
Executive Team
Chief Financial Officer
(Executive Sponsor)
Compliance and
implementation
Director of Policy and Sustainability
Group functions
(including Risk, Finance
and CoSec teams)
58deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Strategy
Our Sustainability review on page 50 details our commitment
to achieving net zero across our Scope 1 and 2 emissions
by 2035 and across our Scope 3 emissions by 2050, which
includes all three sides of the marketplace, as well as other
broader stakeholders.
As there has been no material change in the business that
would require a refresh of our scenario analysis, and in line
with TCFD guidance, we have not refreshed it for 2024 having
conducted assessments in each of the previous two years.
The methodology used for the analysis included identifying
relevant climate-related risks and opportunities, assessing
the resilience of the Company’s strategy under three possible
future climate scenarios, and analysing the impact of three
potential warming scenarios (>2°C, 2°C, <2°C) on each side of
the marketplace and our core operations.
The scenarios that we have considered include changes in
the physical, policy, and technology environments and were
informed by data from the following scenarios: RCP2.6 (<2°C),
RCP 4.5 (2°C) and the “Network of Central Banks and Supervisors
for Greening the Financial System” (‘NFGS’) current policies
scenario (broadly equivalent to RCP6.0) (>2°C). These scenarios
were chosen because they cover all required warming
scenarios and we have data available for our global markets.
The NFGS current policies scenario provides data based on
current government policies, so provides a useful starting
point for comparison to the lower warming scenarios. The
scenarios also consider global risks across all of our markets
although, where relevant, we have highlighted specific market
risks. To develop the scenario analysis, the sustainability
team held a climate horizon scanning workshop with internal
stakeholders across the Group to identify other relevant
climate-related risks and opportunities which have the greatest
potential to impact Deliveroo. In line with the TCFD strategy
recommendation, we considered the cross-sectoral risks that
the TCFD implementation guidance lists in Table A.1.1 and A.1.2
and identified three transition risks and one physical risk as
the most relevant to our operations. Financial ranges of the
potential impacts are disclosed. At this stage we do not deem
any climate risks to be material to our core operations (i.e. they
do not meet the threshold for financial materiality set out on
page 60). Over time, climate risk may become more significant
for different sides of the marketplace or to our core operations.
In the scenario analysis, we define short term as <5 years,
medium term as 5-15 years and longer term as >15 years.
These timelines were chosen on the basis of achievement
of our climate targets, our short-term targets are within the
horizon for our PSP Scope 1 and 2 interim reduction targets;
our Scope 1 and 2 net zero target is within the medium term
horizon (10 years away); and our Scope 3 net zero target is
longer term. Where relevant we have provided ranges for
the potential financial implication of certain climate-related
risks and opportunities (this was based on areas where we
either have internal data or can make sensible calculations).
Against each risk, we have also described the resilience of
our business model and strategy, we are content that overall
the business is resilient to the currently-identified risks. This
year, as detailed in the section on electrification, revisiting the
scenarios and the opportunity presented by an increasingly
electrified fleet has helped us identify which actions can best
support riders to transition.
Climate transition plan
We detailed our transition plan for a low carbon economy in last
year’s sustainability review. We see three phases of activity for
reaching our Scope 1 and 2 net zero targets and have set out
initial steps for Scope 3 reduction. These actions are our priority
mitigation activities. The scenario analysis below presents some
of the key adaptation steps we are taking.
Scope 1 and 2 Reduction
• Reduction in absolute emissions: To support our emissions
reduction work in Editions kitchens, we have completed two
audits of our estate and identified several measures that
are most impactful for reducing our emissions. In FY2024
we invested to improve the efficiency of our extractor fans,
reduced the refrigeration power needed to keep food at
the correct temperature and optimised the voltage flowing
into our Editions kitchens. As detailed on page 55 our actual
reduction year-on-year is 18.2% on a location basis although
this may also be due to site closures, greening of grids and
behaviour change as well as these capital investments.
Priority actions in FY2025 will focus on: gas reduction, better
insulation, conversion of kitchen equipment to electric and
scoping the utility of heat pumps.
• Procurement of renewable energy: We already procure
renewable electricity in the UK for our Editions and Hop
sites. In 2025, we will procure renewable energy across
remaining markets (where available).
• Consideration of carbon removals and/or credits: If any
residual emissions remain, we will consider active carbon
removals before considering offsetting and/or credits. We
anticipate these actions will only be needed after 2030
when we approach our net zero 2035 target.
Scope 3 reduction
As detailed in last year’s annual report one of our biggest
challenges on scope 3 emissions is rider emissions, which
account for 42% of our total emissions. While category 1
emissions are larger, the bulk of them relate to services
procured by the Group, with energy use likely the biggest
contributor to these emissions. Since energy grid
decarbonisation, which will drive the bulk of decarbonisation
in our category 1 emissions, are outside of our direct control,
the Group places greater emphasis on action to reduce rider
emissions, over which we have more levers to effect change.
Our focus on rider emissions to date has been on supporting
riders to transition to e-bikes through incentives and subsidies
to ease the up-front financial cost of transition. In FY2025, we are
exploring how we can support the safe infrastructure required
for e-bike transition and are assessing the feasibility of safe
battery converter partnerships for riders or safe battery leasing
(this specifically relates to reducing the risk that damaged or
sub-standard e-bike batteries cause hazards for our riders
by offering swaps/leases with ‘safe’ batteries). We continue to
develop plans to decarbonise other parts of our supply chain
including through engagement with key grocery partners
who supply Hop products (for example, discussing sustainable
farming practices and sustainable packaging choices).
59deliveroo plc Annual Report and Accounts 2024
Task Force on Climate-related Financial Disclosures statement continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Extreme weather
Future warming
impact
Higher frequency of days
with intense rainfall or
extreme temperature.
Extreme weather also
causes increased
incidence of crop
failure and UK food price
increases in the range
of 0-60% depending on
climate scenario.
TIMEFRAME
Short, medium and
long term.
SCENARIOS
All – impacts are greater
in 2°C and above.
Marketplace impacts (risks)
RIDERS
Possible increased frequency of periods where orders are
less likely to be accepted due to potentially difficult or unsafe
riding conditions.
It may become harder to match rider supply with order
demand as the nature of outdoor work becomes less
predictable.
Some rider assets may not be suitable for extremely hot
weather (e.g. rider kit) requiring new items or kit changes
(particularly a risk in Middle East markets).
CONSUMER
Potential increase in bad order experiences due to increased
frequency of extreme weather events. Extreme weather could
make it harder for riders to arrive in good time or to maintain
food temperatures, affecting future demand for the service.
MERCHANTS
Extreme weather will increase rates of crop failure. This will
drive up prices and restrict availability of certain crops.
CORE OPERATIONS
Increased extreme heat events may necessitate installation of
air conditioning units in European Editions sites to ensure sites
stay cool.
Marketplace impacts (opportunities)
ACROSS ALL SIDES OF THE MARKETPLACE
Bad weather could drive increased order volume from
consumers (who go out less). In turn this may mean more
earning opportunities for riders and restaurants and more
consumers using the app.
Materiality
IMMATERIAL
For the wider marketplace the impacts
would largely be confined to individual
markets and a small number of days in
the year. Overall financial impact therefore
determined by which day of the year and in
which market an outage might occur.
The impacts of specific day outages may
be mitigated by more consumers using the
app in general.
For our core operations, we estimate the
cost of installing air conditioning units in
our European Editions and Hop sites to
be between £3-14 million. It may not be
possible to install air conditioning in each
site pending the site set-up and landlord
permissions.
Management and strategic resilience
Where it is safe to operate, we are able to match
an increase in demand with rider supply:
1. We are able to encourage more riders onto the
road by highlighting areas of high demand.
2. We can change delivery radii to a lower
distance to cope with temporary increased
network strain.
3. We can rely on higher rates of order stacking
when fewer riders are available to increase our
remaining fleet’s efficiency.
Local operations teams are able to assess
conditions in local zones and ensure that it
continues to be safe to operate.
We launched new rider kit that helps riders keep
cool in hot weather.
In the UAE and Qatar, existing government regulation
requires that in extreme heat only cars are able to
complete deliveries. We are able to surge specific
vehicle types onto the roads during these periods.
We have rolled out restaurant training which
includes support on how restaurants can
establish sustainable supply chains.
The financial impact and business mitigation of
food price impacts are explored on page 61 under
the emissions taxation scenario.
We believe the business to be resilient to risks
in this scenario given our ability to respond to
extreme weather events.
Task Force on Climate-related Financial Disclosures statement continued
CLIMATE-RELATED RISK ANALYSIS
60deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Emissions taxation
Future warming
impact
Government intervention
in the form of meat
taxes. We have assumed
a focus on beef as the
highest-emitting food
product per kg and as
beef is already subject
to potential taxation
(e.g. New Zealand).
TIMEFRAME
Medium and long term
SCENARIOS
We assume such a tax
is more likely in a 2°C or
below scenario where
the government takes
significant, proactive
action to mitigate
climate-related risks.
Marketplace impacts (risks)
RESTAURANT AND CONSUMER
Restaurants would face higher costs for sourcing beef as
farmers increase their prices in response to a beef tax. In
turn, these costs may be passed on to consumers affecting
demand.
Marketplace impacts (opportunities)
CONSUMERS:
There could be an opportunity to cater to changing consumer
needs by expanding sustainable food selection.
RESTAURANTS:
Beef taxes would likely move production and demand towards
more plant-based dishes, other meats or new food items (e.g.
meat alternatives). Restaurants and grocers can attract new
consumers with new products/dishes.
Materiality
IMMATERIAL
Based on external estimates of the
potential social cost of beef production
and therefore an assumed tax rate, given
the total global volume of beef sales
through the platform we estimate an
additional £15-25 million per year cost
applied to beef that is sold on our platform.
This may negatively impact demand.
However we expect any demand impact
to be offset by a change in consumer
habits so the financial impact on the core
business would be negligible.
Given the scale of the price rise per item,
we would expect these effects to be
negligible.
Given these price increases will be broad-
based it is unlikely Deliveroo is more or less
exposed than any competitors. Taxes will
also have less impact over time as lower-
carbon alternatives start to reach price
parity.
Management and strategic resilience
Mitigations for Deliveroo will include ensuring
we can develop a wide plant-based selection
and drive customers towards those choices. We
already have a good selection of vegetarian and
vegan restaurants and have rolled out dietary tags
in all markets to support consumers to find these
categories. For restaurants, mitigation would
include being able to respond to demand for new
plant-based dishes or other meat choices.
Sustainable food sourcing may also represent a
commercial opportunity as evidence suggests
consumers may pay a premium for sustainable
products (e.g. YouGov Food and Drink Survey).
We believe the business to be resilient to risks
in this scenario given we already have good
selection and our restaurant partners can pivot to
meet new demand.
61deliveroo plc Annual Report and Accounts 2024
Task Force on Climate-related Financial Disclosures statement continued
CLIMATE-RELATED RISK ANALYSIS
STRATEGIC REPORT GOVERNANCE FINANCIALS
Focus on food and packaging waste
Future warming
impact
Around a third of food
is wasted and we
expect that there will be
increased awareness
and potentially legislation
around waste targets
or waste information
provisions (e.g. eco-
labelling).
TIMEFRAME
In the short term
restaurants will gain
greater awareness of
food waste whereas
legislation to provide
more information about
food waste is likely in the
medium to long term.
Regulation on packaging
waste is likely in the
short term.
SCENARIOS
More likely in a 2°C or
below scenario where
the government takes
significant, proactive
action to mitigate
climate risks.
Marketplace impacts (risks)
RESTAURANTS AND CONSUMERS
Mandatory targets on reducing waste or mandatory provision
of information about waste may require restaurants to change
their operations to reduce waste (for example by measuring
food waste as part of their operations).
Restaurants may start to adopt sustainable and reusable
packaging which can increase cost.
CORE BUSINESS
Potential cost increases as internal tech teams are used to
develop solutions to facilitate single-use plastic charges (e.g.
deposit return schemes which require consumers to pay a
small, refundable deposit on single-use containers). Currently
we are engaging with the Scottish government around potential
charges on single-use cups. These costs may be passed on to
businesses and consumers.
Marketplace impacts (opportunities)
RESTAURANTS
An increased focus on food waste allows for cost savings as
restaurants take action to reduce their food waste.
Innovative packaging options may support brands to
communicate their sustainability mission to value-driven
consumers.
CONSUMER
Certain types of reusable packaging may be effective at
keeping food warmer for longer, improving service outcomes.
Consumer preferences may change to only shop with those
merchants that use sustainable packaging.
CORE BUSINESS
Our sustainable packaging store can benefit from increased
sales as restaurants seek sustainable suppliers.
Materiality
IMMATERIAL
Estimates from WRAP suggest there is £10k
worth of food waste from each restaurant
in the UK per year, a lot of which could be
relatively easily addressed. Applying this
to our global restaurant population and
assuming a reduction of between 1 and
10% in total cost there is opportunity for
restaurants to save between £1-15 million
per year on costs from reducing food
waste. Assuming some of these costs are
then passed through to consumers (likely
in part given competition in the sector),
we would expect a positive increase in
demand.
Management and strategic resilience
ON FOOD WASTE
We have launched a partner training academy that
includes top tips for how restaurants can reduce
waste. At Editions sites we recycle used cooking oil
with Olleco and distribute additional food at Hop
sites.
ON PACKAGING WASTE
We have continued our packaging subsidy to
support our partners to transition to sustainable
packaging.
Our packaging webstore supports sustainable
packaging sales in our European and Middle
Eastern markets with its range of sustainable
packaging.
We believe the business to be resilient to risks in
this scenario as the core business risks mostly
relate to increased tech costs. These risks will
reduce over time as our tech teams build multiple
responses to single-use plastic charges.
Task Force on Climate-related Financial Disclosures statement continued
CLIMATE-RELATED RISK ANALYSIS
62deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Increased electrification
Future warming
impact
We anticipate that
governments will
regulate to ensure usage
of electric vehicles
(‘EV’s) over time and the
wider vehicle market will
develop to predominately
offer EVs over time. We
expect this will happen
quickest in our European
markets.
TIMEFRAME
Medium and long term.
SCENARIOS
All
Marketplace impacts (risks)
RIDER
EV charging infrastructure may not keep pace with the
widespread availability of e-cars and e-bikes, limiting the
efficiency of riders if they have to stop to charge their vehicle.
Government regulation may force adoption of certain green
technologies before they are cost-efficient thereby potentially
increasing costs to riders and/or requiring higher subsidy
from Deliveroo (potential subsidy hard to quantify, but
expected to be low given ability to flex onboarding of EVs when
planning for new riders).
Marketplace impacts (opportunities)
RIDERS
Lower expected EV running costs per hour may support lower
rider costs. Transition costs will come down over time.
Materiality
IMMATERIAL
Not accounting for any transition costs
(which we assume here to be borne by
wider market and not riders, e.g. the
installation of charge points and therefore
not relevant to this analysis) a rider fleet
switch from combustion engines to EVs
could save costs related to fees for car
users £12 to £22 million on hourly run
costs per year. These cost savings could
be invested back into other aspects of
rider pay.
Management and strategic resilience
Riders will be able to adopt EVs as the wider
market for EV manufacture develops and charging
infrastructure matures.
We have run trials in the UK, Italy, and Hong
Kong to understand how best to support
riders to transition to EVs. This has given us an
understanding of the riders who are most likely to
transition to e-bikes and some of the key barriers
relating to cost.
Last year we referenced in this report that we
would explore the installation of charge points
at relevant operational sites to increase the
efficiency of those riders who are using EVs.
We now believe that a more effective route to
supporting riders is safe battery conversion or
leasing/swapping stations.
We believe that electrification represents a
positive opportunity to improve operational
efficiency (and therefore consumer outcomes)
as well as reduce emissions. We believe we are
therefore resilient in this scenario.
63deliveroo plc Annual Report and Accounts 2024
Task Force on Climate-related Financial Disclosures statement continued
CLIMATE-RELATED RISK ANALYSIS
STRATEGIC REPORT GOVERNANCE FINANCIALS
Risk management
The Board is responsible for determining the nature and
extent of the significant risks and the relevant risk responses
in achieving the business’ long-term strategic objectives.
The Board determines principal risks on the basis of the risk
management framework set out in the Risk management and
our principal risks section (see page 67). The Audit and Risk
Committee has approved the principal risk identification and
was content that climate-related risk remained not a principal
risk. Climate-related risk is nevertheless included in the wider
Company risk register and assessed at working level as part
of risk reviews. Climate-related risks are identified through risk
workshops (informed by the scenario analysis work above),
as well as peer benchmarking (e.g. review of wider industry
disclosures) and external engagement (e.g. trade association
engagement where best practice is shared). Climate-related
risk is assessed for impact and likelihood and is scored on the
basis of the risk management framework set out on page 69.
Impacts are considered in both financial terms but also wider
business impacts (e.g. reputational) and the time horizon on
which they will materialise is also considered. On the basis of
the overall risk score, the climate risks are then prioritised.
This assessment is kept under review as part of the Board’s
annual principal risk review. Should a climate-related risk be
deemed material, it would then be managed in line with the
wider business risk management process. We will continue to
update our assessment of climate-related risk and change our
response and categorisation accordingly.
Further actions to help us monitor and respond to climate-
related risks and opportunities (in addition to the general risk
management approach)in FY2024 include:
• Regulatory horizon scanning to understand key areas of
climate disclosure and potential risks and opportunities.
• Developing a draft nature strategy that we aim to
implement internally in FY2025.
Metrics and targets
The metrics to assess climate-related risks are detailed
above and in the general risk management framework – that
is, assigning inherent risk scores on the basis of likelihood
multiplied by impact and then changing the inherent risk score
on the basis of what management actions can be taken to
mitigate risk.
In measuring our emissions across Scopes 1, 2 and 3 we have
identified parts of our operations that have relatively higher
levels of GHG emissions, which include the emissions from rider
vehicles and rider kit under Scope 3. More information on our
actions to reduce the impact of these emissions are detailed
on page 52).
Our Scope 1 and 2 emissions are disclosed on page 56. We have
set out our 2035 Scope 1 and 2 net zero target (baseline against
2022) on page 56. To deliver on this overall target we have also
set an interim target of 15-25% absolute reduction in market-
based Scope 1 and 2 emissions by the end of 2026 against a
baseline year of 2022 as part of our PSP. This range represents our
threshold and stretch goals for emissions reduction.
As disclosed in our SECR report on page 55, this year our
overall location-based emissions have fallen by 2,325 tCO
2
e,
or 18.2% year-on-year. Our carbon intensity (i.e. emissions
against revenue or order volume) has also fallen. Against the
2022 market-based PSP baseline, the reduction is 1,855 tCO
2
e,
or 15.9%. We are confident that we are on track to meet our
net zero target with this positive progress. We disclosed our
Scope 3 baselines last year and set a net zero target of 2050 for
overall emissions, with an earlier 2040 target for our category 9
downstream transport emissions. Our Scope 3 emissions have
increased year on year, from 132,064 tCO
2
e in FY2023 to 141,332
tCO
2
e. This increase is driven by the increase in order volume
seen between FY2023 and FY2024, with more orders to deliver,
more orders (in absolute terms) were delivered using a petrol
vehicle than the year before. As detailed in Table A2.1 of the TCFD
implementation guidance, these metrics and targets are based
on the categories of ‘GHG emissions’ and ‘remuneration’ and are
actively used by the business to assess and manage climate-
related risks and opportunities through an understanding of
the emissions intensity of our operations. We will continue to
measure emissions reductions each year and performance
against PSP targets. We also track capital deployment. That is
the amount of investment to decarbonise Editions, Hop and
corporate estate. We have internal targets around the amount
of carbon saved by the investments alongside the return on
investment from reduced energy costs.
We will continue to measure emissions reductions each year
and our performance against the PSP targets set by the Board.
We also track capital deployment, which is the amount we
invest to decarbonise Editions and Hop sites, as well as our
broader corporate estate. We have internal targets around the
amount of carbon saved by these investments alongside the
return on investment from reduced energy costs.
Away from the metrics identified in Table A2.1 of the TCFD
implementation guidance, the business also tracks the
following non greenhouse gas-related climate metrics as part
of its usual operation:
• Waste from our Hop sites (where we measure the sale of
zero waste bags that contains food that would otherwise
be wasted): Good performance on this metric looks like
reducing the overall amount of waste while also making
sure a greater proportion of that waste is directed to zero
waste bags.
• Water usage in our Hop stores: Good performance on this
metric is reducing the overall amount of water used on an
intensity basis (0.25cubic metres of water per square foot in
FY2023). This is based on partial and estimated data and we
will improve accuracy as we collect more data. In FY25 we are
exploring tap aeration and sensor taps to reduce usage.
As above, given we have not defined climate-related risk as
material for the business, these metrics do not yet have specific
targets associated with them, nor are the metrics used in the
context of assessing climate-related risk and opportunity. Instead
they are business metrics which have climate relevance and
where we will consider setting climate-related targets in future in
case they become material to our operations.
These climate metrics are chosen because they represent areas
of activity that are more within Deliveroo’s direct control rather
than those of our marketplace (e.g. a target on food waste in
restaurants would depend heavily on restaurant behaviour).
Next steps
Our Sustainability review on page 50 sets out the actions we are
taking across all six pillars of our strategy, including mitigating
and adapting to the effects of climate change. Over the next
year, we will continue to more closely integrate sustainability
decisions into our financial planning and strategy, for example
via investment decisions about prioritising sustainable
equipment in Hop and Editions sites.
Task Force on Climate-related Financial Disclosures statement continued
64deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
The Directors have complied with Provision
31 of the UK Corporate Governance Code, in
which the Directors are required to assess
the viability of the Group over an appropriate
viability period.
As part of this assessment, the Directors have issued a viability
statement declaring that they believe the Group can continue
to operate on normal terms and meet its liabilities for the
three-year period from December 2024. In assessing viability,
the Directors have considered the Company’s current financial
position and forecasted position, the business model, our
strategy, principal risks and the resilience of the food delivery
industry (see pages 16 to 75).
Assessment period
In considering the viability of the Group, the Directors
considered the three-year period to 31 December 2027.
This period is aligned with the Group’s planning period and
strategic planning period. The long-term Financial Plan extends
for a three-year period, given the relatively early stage of the
Company’s maturity. This also corresponds to the remuneration
strategy for the Executive Team, and the useful economic life of
our internally developed intangible assets. As such, the Directors
have concluded that a three-year time horizon is the most
appropriate period for the viability review.
Long-term prospects
The Group has a strong net cash position of £667.9 million at
the balance sheet date and is continuing the plan to further
profitability, reaching an adjusted EBITDA margin (as a % of GTV)
of 1.7% in FY2024 and adjusted EBITDA of £129.6 million. Within the
three-year time horizon of the viability assessment, we expect
to continue to deliver on our strategic plan whilst recognising
the potential for macro pressures on our merchant partners
and consumers and the potential for enhanced competition in
our markets.
Planning process
The Group’s overall strategy and business model, as set out
on pages 16 to 18 are fundamental in driving growth in the
business and therefore future prospects. The Group’s future
prospects are assessed through the strategic planning
process. The strategic planning process involves a detailed
review of each country by the Executive Team, and culminates
in a presentation to and discussion with the Board. This plan
considers the Group’s profitability, income statement and cash
flow and other key financial metrics over the planning period.
This plan is based on a number of key assumptions, including
growth in order volume and GTV, revenue take-rate, and the
gross margin and costs of the business. The planning process
includes a detailed budget for the next financial year and
progress against this budget is then reviewed monthly and
reported to the Board. The output of the process above reflects
the Directors’ best assessment of the future prospects of the
Group over the next three years, and represents a reasonable
expectation of results, rather than fact.
Stress testing
For the purpose of assessing the Group’s viability, the Board
assessed all of the principal risks detailed on pages 67 to 75
to determine which risks in particular could present the
greatest threat to future performance and liquidity. Those
that were considered to have the greatest potential to impact
long-term solvency were developed into individual scenarios,
to model how that risk could impact viability. The scenario
planning we have undertaken includes modelling scenarios
from the following risks: External environment and events – we
have modelled ongoing external pressures resulting in order
volumes remaining flat at FY2024 levels; Financial condition and
growth – we have assumed that the cost of service and delivery
increases and our ability to improve gross profit margin is
impeded, thereby resulting in a decline to gross profit margin
in FY2025, which then stays flat for the remainder of the period;
Competition and innovation – we recognise the risk that new
entrants will enter the market, or existing competitors will
expand their geographic coverage to break into new territories
where Deliveroo is already operating – we have therefore
modelled the impact of a new entrant in the Middle East market
during 2025 and the associated impact on order volumes and
costs; and finally Service availability and Cyber and Data security
– we have assumed that a severe service outage or cyber
incident impacts the ability of the Company to accept orders
for a month, followed by a gradual return of the platform with
orders taking a quarter to recover, in conjunction with a fine
commensurate with a serious incident.
The Board has also considered the potential impact of changes
to environmental factors, which may affect the business model
and performance in the future. As set out in the Taskforce
on Climate-related Financial Disclosures (‘TCFD’) section on
pages 57 to 64, there have been no material risks identified
that could impact the Group’s viability. Whilst each of these
scenarios can be considered ‘severe but plausible’, we also
considered an aggregated impact of sensitivities, taking into
account flat order volumes, a decline in gross profit margin and
a severe service or cyber incident, to test the robustness of the
Group’s viability. In this extreme scenario we did not model any
mitigating actions and there was still sufficient cash to ensure
that the Group will be able to continue in operation to meet its
liabilities as they fall due over the three-year assessment period.
Viability
As at 31 December 2024, the Group had net assets of
£439.3 million (2023: £508.8 million), together with net cash
of £667.9 million (2023: £678.8 million). The Group has a strong
financial position and sufficient cash reserves to draw down
on as needed, as well as the Revolving Credit Facility (‘RCF’) of
£140 million (initial term to April 2027, with ability to extend by up
to 24 months) which remains undrawn as at the date of signing
these financial statements. Based upon the outcome of the
stress testing, the Directors have a reasonable expectation that
the Group will have adequate resources to be able to continue
in operation and meet its liabilities and obligations as they fall
due over the three-year period of assessment.
Viability statement
65deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
This section of the Strategic Report constitutes our Non-Financial Information statement, produced to comply with Sections 414CA and 414CB of the Companies Act 2006.
The outcomes of the relevant policies and standards, any relevant due diligence processes and descriptions of associated business risk are set out in the relevant sections of this report and are
cross-referred to in the information listed.
Reporting
requirement
Policies and standards
which govern our approach
Where to find
more information
Reporting
requirement
Policies and standards
which govern our approach
Where to find
more information
Environmental
matters
• Streamlined Energy and Carbon
Reporting
• Our sustainability and six key pillars
• Climate-related financial disclosures
• TCFD recommended disclosures
→ Sustainability review,
page 50
→ TCFD disclosure,
page 57
Social matters
• ‘We Are Deliveroo’ volunteering
programme
• Volunteering and Public Duties Policy
→ Sustainability review,
page 50
→ People section,
page 44
People
• Our culture and values
• Equal Opportunities Policy
• Company Diversity Policy
• Board Diversity Policy
• Our Code of Conduct – The ‘Roo Way’
• Speak Up Platform
→ People section,
page 44
→ Stakeholder
engagement,
page 38
→ Gender Pay Gap
Report on the
Deliveroo website
→ Nomination
Committee Report,
page 94
Anti-
corruption
and anti-
bribery
• Anti-Bribery and Gifts and
Entertainment Policies
• Anti-Facilitation of Tax Evasion Policy
• Business Partner Code of Conduct
• Our Code of Conduct – The ‘Roo Way’
• Conflicts of Interest Policy
→ Audit and Risk
Committee Report,
page 98
→ Sustainability review,
page 50
Respect for
human rights
• Health and Safety Policy
• Data Protection Policy
• Modern slavery statement and
Modern Slavery Policy
• Anti-Bullying and Harassment Policy
→ Sustainability review,
page 50
→ Annual modern
slavery statement on
the Deliveroo website
Additional
disclosures
• Group risk management processes
and procedures
→ Business model,
page 16
→ Key performance
indicators, page 22
→ Risk management
and our principal
risks section, page 67
Non-financial and sustainability information statement
66deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Board
Executive
Team
Risk and
control owners
Set strategy
and
objectives
Execute
business
plans and
activities
Risk
oversight
Risk
sponsorship
Embed risk
and internal
control
management
Report and escalate risks/concerns
At Deliveroo, we identify, analyse and review risks regularly, with responses
designed to be commensurate with the determined likelihood and
impact, and in alignment with our overall strategy. This includes designing
and implementing controls to reduce the likelihood of the risk occurring
and/or mitigate the impact of risks on our operations. The Deliveroo
Risk Management and Internal Control Framework (the ‘Framework’)
formalises ownership of risk, and the process for identifying, assessing,
prioritising and responding to risks. An effective and well-maintained risk
management framework contributes significantly to our overall resilience,
agility and sustainability, helping to ensure that we achieve our strategic
objectives and mission.
We balance and prioritise responses to risk to achieve the reward we
foresee from executing on our strategy.
Our Framework serves to reduce the likelihood of significant risks
materialising and enables us to respond to them accordingly, and
prepares the business to manage the impact of them by adapting
and recovering if they do, rather than definitively eliminating all risk.
Therefore, there are risks we may accept, or pursue as a business, as we
seek to achieve our stated mission ‘to transform the way our customers
shop and eat, bringing the neighbourhood to their door by connecting
consumers, restaurants, shops and riders’.
The Board has delegated responsibility for monitoring the effectiveness
of the Group’s risk management and internal control systems to the
Audit and Risk Committee. It does this by assessing our principal risks:
reviewing the policies and control frameworks put in place by Senior
Management to mitigate these risks; receiving and scrutinising updates
on progress and current issues from Executive Team members and
Senior Management; and reviewing the output of work performed by
the Internal Audit function and external auditor where it relates to
principal risks and the related controls. The Chair of the Audit and Risk
Committee updates the Board on the Committee’s activities in this
regard as appropriate.
Risk management at Deliveroo has matured since the IPO. In 2023 we
established an Executive Risk Committee to oversee the management of
the Group’s principal risks, to ensure that we have appropriate control
responses and future plans in place to continuously improve our risk
management. As we look ahead to the incoming requirements of the
2024 Corporate Governance Code, we are confident that we will have
the appropriate framework in place to enable us to comply and report
to our stakeholders on the effectiveness of our risk management and
internal control systems.
Board
RISK OVERSIGHT
• Supported by the Audit and Risk
Committee
• Define desired culture, values and tone
• Monitor the effectiveness of the risk
and internal control framework
• Define risk appetite and review
periodic risk assessments
Executive Team
RISK SPONSORSHIP
• Make strategic business decisions in
proportion with Deliveroo risk appetite
• Champion Company culture and values,
and set tone at the top in response to
the Board’s expectations
• Periodically update assessment of the
Group’s principal risks and identify any
changes to internal controls or risk
management required
• Delegate risk and control ownership to
Senior Management
• Monitor and sponsor effective
management of principal risks
Risk and control owners
EMBED RISK AND INTERNAL CONTROL
MANAGEMENT
• Make operational business decisions in
proportion with Deliveroo risk appetite
• Implement mitigation and controls in
line with Deliveroo risk appetite
• Identify process improvement
opportunities and efficiencies
• Periodically report and escalate risks
and related responses
Certain responsibilities and activities
have been delegated throughout the
business to achieve these goals, as
summarised here:
Risk management and our principal risks
HOW WE IDENTIFY, GOVERN AND MANAGE RISKS AT DELIVEROO
67deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
How are risks managed effectively?
The Board defines the Group’s risk appetite, being the amount of risk we are willing to accept in
pursuit of our strategic objectives. Our risk appetite relating to our principal risks is considered
and approved by the Board during the year. It varies depending on the type of risk and the nature
of the objective or activity, which may change over time. In evaluating risks and opportunities, we
seek to protect our long-term CVP, whilst maximising commercial benefits to support responsible
and sustained growth.
For risk management to be effective, it needs to be integrated throughout the organisation and
ingrained in the way that we operate. We have adopted the ‘three lines of defence model’ to risk,
internal control and assurance.
Line 1 Line 2 Line 3
Management Internal
compliance and
support functions
Internal Audit
Senior Management and
staff who carry out the
day-to-day operations own
the direct management
of specific risks in their
area of the business. They
are also responsible for
the effective operation
of controls to mitigate
the risks, and ensuring
any changes in existing
risks or the emergence
of new risks are identified
and controls are updated
accordingly.
Compliance, Information
Security and Legal
functions play a role in
the second line to drive a
risk management culture,
set out control and
compliance roadmaps, and
provide subject matter
expert guidance to Line
1 management. They also
report on the status of
risks and progress on
improvements to risk
management for their risk
areas to the Audit and Risk
Committee.
The Internal Audit team
performs testing of key
controls as planned and
agreed with the Audit
and Risk Committee to
provide assurance that
they are designed and
operating effectively.
The team also provides
recommendations
and support to drive
continuous improvement
in the management of risk
and internal controls.
What does the Framework comprise of?
Identification
Apply a top-down and bottom-up approach to identifying risk
across the business.
Assessment
Assess the inherent and residual risk in terms of likelihood and
impact.
Response
Determine our strategy for each risk based on our risk appetite.
Prioritisation
Prioritise our response to risks based on those presenting the
greatest level of risk.
Review and
reporting
Evaluate the effectiveness of our risk response strategy and report
to relevant stakeholders on the development of risk over a period
and proposed actions going forward.
How do we assess risk appetite?
Risks are identified using both a bottom-up and top-down approach. Our Executive Risk
Committee, established in 2023, is formed of members of the Group’s Executive Team. The
Committee’s remit, among other objectives, is to assess principal risks and oversee the
appropriate mitigation of these.
Our risk appetite is assessed initially by the Executive Risk Committee, reviewed and challenged by
the Audit and Risk Committee, and ultimately approved by the Board. Risk appetite is assessed on
a scale shown below, and informs the prioritisation of interventions and improvements driven by
management.
Risk owners are typically Senior Managers responsible for securing and deploying resources in the
functions in which each risk primarily relates to, or is driven by. They have the relevant expertise
to identify and measure each risk, and the authority to deploy resources to respond to it whilst
balancing competing priorities.
Risk management and our principal risks continued
68deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT GOVERNANCE FINANCIALS
Risk appetite rating
Critically low
We seek to avoid and prevent risks occurring in this area. We are
willing to invest significantly in risk prevention.
Low
We seek to minimise our exposure to these risks, recognising that
elimination of risk may not be a cost effective response.
Medium
We may be willing to take risks in these areas cautiously after
thorough evaluation, investing in appropriate controls and
safeguards.
Higher
We are willing to take measured risks within certain boundaries.
Seeking
We actively seek opportunities to grow value in these areas and are
willing to risk losses in growing the business.
How are risks identified and analysed?
During the year, the Executive Risk Committee performed a top-down assessment of our principal
risks, our appetite for these risks, and a high-level assessment of the effectiveness of internal
controls to support the identification of potential focus areas for improvement.
In support of this review, the Group Risk team also maintains a regular dialogue with risk owners,
supporting a bi-annual bottom-up risk assessment, making updates to risk registers, and
planning enhancements to risk responses in relation to any changes. This is facilitated through
workshops where the Group Risk team provides objective challenge, specifically in relation to the
completeness of the risks, and the judgements and thought process applied by risk owners in
determining the likelihood and impact. Following these workshops, risk owners must sign off the
risks and responses within their remit.
Emerging risks
Supported by the Audit and Risk Committee, the Board considered an assessment of the
Company’s emerging risks in 2024. The assessment was conducted by the Group’s Risk team, with
support from other internal teams to ‘horizon scan’ to identify those risks and enable forward
planning and mitigation.
The emerging risks considered by the Board are mapped against the principal risks, which include:
• government policy which may impact other elements of our marketplace or business model,
including, how we conduct certain commercial relationships, offer incentives and establish
commission rates; our interactions with and provision for riders; restrictions on the use
of certain materials or obligations to enable recycling; and increased obligations on the
reporting of food ingredients, allergens, and nutritional information;
• the potential for shifting trends in consumer behaviour or partner propositions impacting our
marketplace;
• the impact of Artificial Intelligence, the regulatory environment for its use in Europe and
elsewhere, and the potential for either Deliveroo or our competitors to scale its use;
• incumbents or new entrants into the marketplace may invest in their CVP or merchant
proposition restricting our ability to compete effectively for a significant period of time; and
• increases to employer’s national insurance, the minimum wage, business rates (and
equivalents in non-UK jurisdictions) and other taxes may lead to structural increases to the
cost of operating restaurants and a shrinkage in the industry with a knock-on impact on our
selection, pricing and availability.
Climate change
As part of regular principal risk reviews throughout the year, the Board has determined that
climate-related risks were not considered a distinct principal risk in FY2024. Since Deliveroo
operates as a three-sided marketplace, connecting consumers, riders and merchants, our core
operations are less directly affected by climate risk as compared to our marketplace.
As detailed in our Task Force on Climate-related Financial Disclosures (‘TCFD’) statement we have
identified climate risk related to extreme weather events, emissions taxation, a focus on food
and packaging waste and increasing vehicle electrification, and incorporated these into our Risk
Management and Internal Controls Framework accordingly. This means that climate risk features
in our consideration for our ‘Compliance with laws and regulations’ and ‘External environment and
events’ principal risks. In 2024, we will continue to review and update climate-related risks as part
of the regular Group risk review processes. The level of impact from climate-related risks on our
core business and our marketplace will be monitored and reviewed as part of the Board’s annual
principal risk review.
We have reported formally on our climate-related financial disclosures in line with the TCFD
framework, which requires companies to disclose their governance, strategy, risk management,
and metrics and targets in relation to the climate, on pages 57 to 64.
69deliveroo plc Annual Report and Accounts 2024
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
How are risks measured?
Risks are measured by multiplying the likelihood of the risk occurring with the impact of the risk
event. Likelihood is stated in terms of probability.
The types of impact are consolidated into the following categories: reputational, financial,
compliance, operational and strategic. When measuring a particular risk, there may be multiple
types of impact that could occur. The impact score is determined by reference to quantitative
and qualitative guidance which enables risk owners to evaluate the significance of the impact of
the risk in each category. For example, operational impacts include the severity of the incident
linked to our Incident Management Framework.
How are risks responded to and prioritised?
Our strategy for responding to and prioritising risks directly correlates with our risk appetite.
As part of the review process with risk owners, we agree on actions needed to enhance risk
management.
We seek to automate control activities where appropriate, harnessing our technological
resources and experience.
How are risks reported on?
The outputs of risk reviews are shared with the Executive Risk Committee for its review, input and
challenge, ensuring we allocate resources appropriately and hold risk owners to account for the
committed responses to risks.
The VP Assurance reports to the Audit and Risk Committee each quarter on the principal risks and
the activities in place to continuously enhance the risk management practices of the Group.
Our principal risks and uncertainties
Our principal risks are those which could have the most significant impact on the achievement of our strategic objectives, our financial performance and our long-term sustainability.
These risks change over time as their likelihood and impact vary due to internal or external factors.
We provide additional context to demonstrate how the risks are linked to our strategy, as well as key mitigations and any changes in the profile of the risk during the year.
Description Mitigation Change to risk profile in 2024
Service availability
PRIMARY IMPACT TYPE
Operational
LINK TO STRATEGY RISK APPETITE
1
3
LOW
Our risk appetite remains low as we are highly
dependent on service availability to keep pace
with our sustainable growth.
We depend on our network infrastructure,
software, content delivery processes,
and associated key third-party services
and software to operate our platform
and to receive, process and fulfil orders.
Any significant disruption in service,
including from a distributed denial of
service attack, could materially impact
our operations, reputation and financial
performance.
The Technology team operates in accordance with our
Change Control Standard, which requires formal planning, as
well as appropriate review and approval for all changes. In
line with normal continuous improvement activities, we have
deployed enhancements to our testing approaches this year.
Should an incident arise, the Engineering team utilises a
formalised Incident Management Framework, alongside an
‘on-call’ rota, ensuring that incidents are resolved in a timely
manner, whilst maintaining channels of communication with
consumers, riders and merchants. We continuously enhance
our tools and capabilities to monitor our service availability.
NO CHANGE
As a technology business that executes
continuous development, relying upon
bespoke systems for our operations, this
continues to be a principal risk, but one
we are acutely aware of and continuously
monitoring.
Risk management and our principal risks continued
70deliveroo plc Annual Report and Accounts 2024
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
STRATEGIC REPORT GOVERNANCE FINANCIALS
Description Mitigation Change to risk profile in 2024
Cyber security
PRIMARY IMPACT TYPE
Compliance
LINK TO STRATEGY RISK APPETITE
1
3
CRITICALLY LOW
Cyber security is foundational to our success and
supports the effective management of many of
our principal risks (notably Service Availability,
Data Management, Reputation and Brand and
Compliance with other laws and regulations).
Effective cyber security underpins the
confidentiality, integrity and availability of
our systems, platform and data. We could
be subject to a range of cyber threats
including denial of service, ransomware,
phishing and data exfiltration. These
could lead to service unavailability, data
breaches or other loss or disruption.
We operate robust application and infrastructure security
controls designed to prevent, identify and respond to
information security threats.
We continuously review and mature our security controls
across the Company, leveraging a recognised external
framework.
The Information Security team regularly reports to the
Executive Risk and Audit and Risk Committees on key
milestones on maturing our security controls, and any
relevant analysis of internal and external security threats and
trends.
We periodically perform “Red Team” exercises to test the
integrity of our external network perimeter.
NO CHANGE
Cyber threats continue to evolve, and
remain an area of focus and priority due
to the nature of our business. We continue
to monitor internal and external security
threats and trends and consider the
overall profile of this risk unchanged.
Data management
PRIMARY IMPACT TYPE
Operational
LINK TO STRATEGY RISK APPETITE
1
2
3
LOW
High quality data is crucial to effective decision-
making at Deliveroo.
Data is foundational to the success of our
business and ability to make high-quality
choices and deliver value for the different
sides of our marketplace. We could face
significant operational disruption and
reputational and legal consequences, as
well as financial loss if we fail to manage
and use data appropriately.
We focus on ensuring our data management is compliant
with laws and regulations governing the various types of
data within our infrastructure, be it commercial, financial or
personal data.
We operate security controls to ensure that access to data
is restricted to appropriate employees. Changes to systems
managing our data are subject to change control processes.
We have controls in place to minimise the risk of bias in
algorithms used in our business operations.
We assess our data management controls against a
recognised external framework and develop further
mitigations to continuously improve our data management
effectiveness and control.
NO CHANGE
We continue to expand our use of data
analytics to support value creation and
new opportunities, and assess our risk
management practices to ensure they
are appropriate. We evaluate any new
regulations in relation to our use of data
and the potential impacts on our business.
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
71deliveroo plc Annual Report and Accounts 2024
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Description Mitigation Change to risk profile in 2024
Rider model and rider status
PRIMARY IMPACT TYPE
Compliance
LINK TO STRATEGY RISK APPETITE
3
LOW
Our rider model is critical to our long-term
profitability and our ability to compete effectively
in each of our markets. As such we have a low risk
appetite for this risk.
Our business would be adversely affected
if our rider model or approach to rider
status and our operating practices were
successfully challenged or if changes in
law required us to reclassify our riders as
employees including with retrospective
effect.
Our rider policies and procedures ensure that our rider
model operates in line with local market conditions and
requirements, overseen by our local Operations teams.
Policy and Employment Legal teams continuously focus on
ensuring our rider model is compliant with local laws and
regulations.
We proactively engage with Government bodies to discuss
proposals or consultations.
NO CHANGE
Our rider model continues to be a principal
risk for the Group. The level of risk differs
by market depending upon specific local
circumstances, including the political
and legislative landscape and judicial or
regulatory interpretation of applicable
laws and regulations, but the overall profile
of this risk is unchanged.
Key commercial relationships
PRIMARY IMPACT TYPE
Strategic
LINK TO STRATEGY RISK APPETITE
1
2
MEDIUM
We need to strike a balance between enabling
growth with commercial terms that support our
path to profitability.
We rely on partnerships with various
national and global brands in each of our
markets in which we operate, sometimes
on an exclusive basis. The loss of such
relationships or the inability to enter
into new relationships (on commercially
attractive terms or at all) could adversely
affect our business.
Our Commercial teams in each of our markets develop strong
working relationships with our partners to foster mutual
success. We have a defined commercial architecture to
define the value proposition with our partners.
NO CHANGE
We continue to add new significant
national and global brand accounts to the
platform across merchants with expanded
offerings. Notwithstanding normal
account churn, the risk to growth of losing
any of these brands remains static.
Risk management and our principal risks continued
72deliveroo plc Annual Report and Accounts 2024
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
STRATEGIC REPORT GOVERNANCE FINANCIALS
Description Mitigation Change to risk profile in 2024
Reputation and brand
PRIMARY IMPACT TYPE
Reputational
LINK TO STRATEGY RISK APPETITE
1
3
LOW
As a foundation to attracting and retaining all three
sides of the marketplace, as well as our broader
stakeholders, we have a low risk appetite to any
adverse impact on our reputation and brand.
Our reputation, brand and ability to build
and retain trust with new and existing
stakeholders (including shareholders)
may be adversely affected, including by
unfavourable or inaccurate publicity or
events beyond our control (including
misconduct by our employees, riders, or
merchants, or by events impacting the
reputation of the industry as a whole).
This could negatively impact our future
performance and prospects.
Our Code of Conduct, the Roo Way, defines expectations
for behaviour from our employees. Our Business Partner
Code of Conduct, applicable to our suppliers, partners and
contractors (including riders) defines similar expectations.
We have due diligence processes in place when onboarding
riders and merchants.
We proactively contact our consumers, riders and merchants
when something goes wrong.
We have a public policy strategy in each of our markets
which involves actively engaging in relevant discussions with
appropriate public bodies to build transparency and trust.
NO CHANGE
There continued to be media coverage
of issues relating to digital marketplaces
throughout 2024, although these issues
were in general related to all marketplaces
and not specific to Deliveroo.
Attracting and retaining key
personnel
PRIMARY IMPACT TYPE
Operational
LINK TO STRATEGY RISK APPETITE
3
MEDIUM
Our risk appetite is determined to be medium
as we take on a more balanced approach to
talent growth with prevailing external economic
uncertainties such as inflation and rising cost of
living.
We rely on the skills and experience of our
key personnel, and our business may be
adversely affected if we cannot attract
and retain the talent required to solve
the complex problems presented by our
three-sided marketplace.
We are dedicated to continuously refining our value
proposition to attract and retain top talent, ensuring we have
the critical skills necessary to sustain our competitive edge.
The proposition includes impactful and fulfilling work where
our people have the opportunity to solve new problems and
challenges at scale: learning and development opportunities;
and competitive remuneration within an inclusive
environment. We conduct annual reviews to ensure that
compensation aligns with individual skills, experience and the
local market competition.
To support individuals development, we have refreshed our
career level expectations and employees have opportunities
for career growth and skill development including leadership
courses, technical training and mentorship programmes
throughout our Company.
To improve employee engagement and support across the
organisation, our Employee Resource Groups (‘ERGs’) actively
engage employees, including in the areas of Gender Equity,
Women in Tech, Racial Equality, LGBTQ+ (Deloveroo), Wellbeing,
Disability, Neurodiversity and Mental Health, and Parents and
Carers.
NO CHANGE
We continue to offer a competitive
employee value proposition and a positive
and supportive working environment
to ensure our talent remains motivated
and incentivised, providing progression
opportunities throughout our organisation.
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
73deliveroo plc Annual Report and Accounts 2024
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
Description Mitigation Change to risk profile in 2024
Competition and innovation
PRIMARY IMPACT TYPE
Strategic
LINK TO STRATEGY RISK APPETITE
1
2
HIGHER
We carefully monitor our ability to compete
effectively in each of our markets, with
extensive due diligence undertaken including
the competitive landscape and the level of
investment required. We take measured risks to
compete and innovate, and perform extensive
market analysis to help ensure these initiatives
are successful.
We operate in a highly competitive
industry and must compete effectively to
succeed. We may not be able to achieve
or maintain a position in each of our
markets that is sufficient to support
the business sustainably for the long
term. Our competitors may develop new
innovations that make our products and
services uncompetitive. Our operational
performance may not be as good as our
competitors leading to customer churn.
New competitors may choose to enter
our markets.
Our mission is to transform the way people shop and eat,
bringing the neighbourhood to their doors by connecting
consumers, restaurants, shops and riders through a strong
hyperlocal network.
We work to identify new propositions to enhance the value we
provide to all sides of our marketplace, in the year focussing
on improving our loyalty programmes, enhancing price/value
and further improving selection available to consumers. We
also continued to improve service.
NO CHANGE
The industry remains intensely competitive
as in previous years.
Financial condition and growth
PRIMARY IMPACT TYPE
Strategic
LINK TO STRATEGY RISK APPETITE
3
LOW
We have ambitious plans for growth in our
business. We carefully analyse potential
opportunities, while ensuring that we have
effective management oversight and control
over our business. We have continued to mature
our framework of risk management and internal
control through 2024.
We have ambitious plans for our business.
Our strategic planning and budgeting
process may not consider all relevant
material factors or risks in developing our
plans, and we may fail to execute against
these or identify risks to delivery on a
timely basis. We may be unable to grow
profitability in the business to meet our
financial targets.
We have a robust planning and budgeting process, which
helps to identify potential risks and opportunities to the
delivery of our plans.
Our spend controls ensure that costs are monitored against
the budget.
There are regular management reviews of performance in
each market and vertical, and across the business as a whole.
We have a financial controls framework to provide assurance
over the integrity of our financial information.
NO CHANGE
We have continued to make progress on
profitability, cost control, cash generation
and GTV growth, continuing to improve our
financial performance.
Risk management and our principal risks continued
74deliveroo plc Annual Report and Accounts 2024
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
STRATEGIC REPORT GOVERNANCE FINANCIALS
Description Mitigation Change to risk profile in 2024
Compliance with laws and
regulations
PRIMARY IMPACT TYPE
Compliance
LINK TO STRATEGY RISK APPETITE
3
LOW
Our risk appetite remains low on the basis that we
apply a high standard for compliance with laws
and regulations whilst executing on our Company
objectives.
We are subject to the laws and
regulations of numerous national
and local authorities. Changes to, or
uncertainty regarding, the applicable
laws, regulations or regulatory
environment may adversely affect our
business.
Our Group Ethics and Compliance team and Legal teams in
our markets develop control frameworks to ensure that we
comply with applicable laws and regulations.
We have a horizon scanning process to identify upcoming
legislation in order to adequately plan for the impact on the
business and prepare for compliance.
NO CHANGE
There were no significant changes in the
period that adversely affect our business.
External environment and events
PRIMARY IMPACT TYPE
Strategic
LINK TO STRATEGY RISK APPETITE
3
MEDIUM
We remain acutely aware of the external factors
that impact the Group in setting our plans and
objectives. As such, the risk appetite remains at a
medium level.
Our business could be affected by the
actions of governments, political events
or instability, or changes in public policy
in the countries in which we operate or
by events elsewhere in the world. Adverse
economic conditions could impact
consumers’ discretionary spending and in
turn our growth and profitability.
We are continuously focused on the enhancement of the
value proposition for consumers, including enabling access
to a broad selection aligned to a hyperlocal market.
The Executive Team and Board regularly reviews our financial
performance and operating environment in our different
markets and makes interventions where issues occur.
NO CHANGE
Continued economic pressure, including
inflation, could impact consumers’
discretionary spending and, in turn, our
growth and profitability. Heightened
geopolitical disruption has not affected
our operations although we remain vigilant
to potential impacts.
KEY TO STRATEGY KEY TO RISK APPETITE
1
Invest in key CVP levers
2
Focus on priority verticals
3
Increase operating efficiency
No change Increase Decrease
75deliveroo plc Annual Report and Accounts 2024
Risk management and our principal risks continued
STRATEGIC REPORT GOVERNANCE FINANCIALS
This Governance section sets
out the Board’s corporate
governance structures and work
for the financial year ended
31 December 2024.
Together with the Directors’ Remuneration
Report on pages 106 to 151, it includes
details of how the Company has applied
the principles and complied with the
provisions of the 2018 UK Corporate
Governance Code (the ‘Code’). The Board
continues to monitor developments in
corporate governance and is well‐placed
to report in future Annual Reports on its
application of the new 2024 UK Corporate
Governance Code (the ‘new Code’),
which becomes effective for Deliveroo
from 1 January 2025 and, in respect of
provision 29, from 1 January 2026.
BOARD
GENDER
DIVERSITY
4
5
BOARD
COMPOSITION
2
1
5
1
BOARD
TENURE
3
3
2
1
Female
Male
Chair
Independent
Non-Independent
Executive
>1 year
>2 years
>3 years
>4 years
BOARD
NATIONALITY
2
2
5
BOARD
INDEPENDENCE
3
6
UK
US
Europe
Independent (including Chair)
Non-Independent
Governance at a glance
76deliveroo plc Annual Report and Accounts 2024
GOVERNANCESTRATEGIC REPORT FINANCIALS
All companies listed in the equity shares (commercial companies) category on the London Stock Exchange (the ‘ESCC Category’)
must either fully comply with the Code or explain why, and to what extent, they do not comply (‘comply or explain’). In this
Governance section of the Annual Report, we outline how we have applied each of the Code’s principles, as detailed below.
We confirm that we are fully compliant with the Code for the 2024 Annual Report.
Further information on the Code can be found on the FRC’s website: www.frc.org.uk.
BOARD LEADERSHIP AND COMPANY PURPOSE
A An effective Board → See page 84
B Purpose, values and culture → See pages
88 to 89
C Governance framework and Board
resources
→ See pages
86 to 87
D Stakeholder engagement → See pages
38 to 42
E Workforce policies and practices → See page 153
DIVISION OF RESPONSIBILITIES
F Board roles → See page 83
G Independence → See page 94
H External appointments and conflicts
of interest
→ See pages
84 to 85
I Key activities of the Board in 2024 → See pages
90 to 91
COMPOSITION, SUCCESSION AND EVALUATION
J Appointments to the Board → See page 80
K Board skills, experience and
knowledge
→ See page 85
L Annual Board and Committee
evaluation
→ See pages
92 to 93
AUDIT, RISK AND INTERNAL CONTROL
M Financial reporting, external auditor
and internal audit
→ See pages
102 to 105
N Review of the 2024 Report and
Accounts
→ See
page 105
O Internal financial controls and risk
management
→ See pages
102 to 103
REMUNERATION
P Linking remuneration with purpose
and strategy
→ See
page 138
Q Remuneration Policy review → See
page 117
R Performance outcomes in 2024 and
strategic targets
→ See
page 140
77deliveroo plc Annual Report and Accounts 2024 77deliveroo plc Annual Report and Accounts 2024
Compliance with the Code
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
Introduction
On behalf of the Board of Directors, I am pleased to present
our Governance Report, which sets out the activities of
the Board during the year, along with our governance
arrangements and our planned areas of focus for 2025.
As noted in my Chair Letter, the year has been one of
continued execution against our growth strategy and the
ongoing improvement of our operations. The Board has
continued to be highly engaged with the Executive Team in
overseeing these matters along with the consideration of
several key initiatives with a view to furthering the Company’s
ambitions and long-term value creation for investors.
Notably, in October 2024, we were one of the first companies
to transfer our listing category on the London Stock Exchange
to the ‘premium’ ESCC Category. The Board believes that the
transfer will bring a number of benefits to the Company
and our shareholders, including: providing an appropriate
platform for the continued growth of the Company with
the opportunity to further raise our profile and visibility;
additional formal regulatory protections for investors; and
inclusion in the FTSE UK Index Series, which was confirmed in
December 2024.
In accordance with our capital allocation framework,
during 2024 we announced a further £150 million share buy
back programme, and we will announce a further buyback
programme of up to £100 million with our preliminary
results on 13 March 2025. This demonstrates our continuing
confidence in the business and our disciplined capital
allocation. The Board also held its annual strategy day, which
provided an important opportunity to align on key objectives
and our future priorities, and we visited our business in
France, where we met the local team, engaged with key local
partners and deepened our understanding of the broader
French market dynamics.
We continue to be committed to maintaining strong
corporate governance practices across the Group, ensuring
effective oversight of strategy, operations, risk and control.
Our governance framework aims to foster appropriate
challenge, a robust decision-making process, and provides
the Executive Team with support and guidance as they drive
the business forward. Details of this are set out below in
the Report.
Board Composition, Succession
and Evaluation
The effectiveness of the Board is supported by a clear
governance structure, which ensures a balance of Executive
and Non-Executive Directors, the majority of whom are
independent. This composition complies with the Code and
helps to maintain accountability whilst leveraging the diverse
experience and expertise of our Directors. As announced in
November 2023, Shobie Ramakrishnan joined the Board on
1 January 2024 bringing valuable tech and cyber expertise,
which is an important focus area for the business. The Board,
through the Nomination Committee, remains closely engaged
in keeping Board composition and skills under review and will
continue to do so in the coming year. Further details on the
approach to Board succession planning can be found in the
Nomination Committee Report on page 94.
With the appointment of Shobie to the Board and as a
member of the Audit and Risk and Remuneration Committees,
we took the opportunity to consider the balance of our
Committee membership. Dominique Reiniche stepped
down from the Audit and Risk Committee on 23 May 2024
and Rick Medlock stepped down from the Remuneration
Committee on 31 December 2024.
Chair’s introduction to governance
CLAUDIA ARNEY
CHAIR
78
deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
As required by the Code, we conducted a Board and
Committee effectiveness review during the year. Our review
concluded that the Board and Committees continue to
operate effectively and improvements continue to be made.
More information on the process, the outcomes and the
proposed actions can be found on page 92.
Board and culture
We recognise that the successful delivery of our strategy
requires the promotion of a high-performing culture right
across the business, supported by a knowledgeable and
inclusive Board. The Board is committed to diversity both
on the Board, and more broadly within the business. We
monitor our performance against the Board Diversity Policy,
which aspires to meet the FCA targets, and the Nomination
Committee also monitors the diversity of the Executive Team
and wider Senior Management as well as the talent pipeline.
This year marks our second year of reporting against the FCA’s
Listing Rule requirements on diversity and inclusion, which
can be found on page 96. I am pleased to share that in 2024
our Board composition exceeded the FCA’s gender diversity
targets with 55.6% of our Directors being women, including our
Chair, Chief Financial Officer, and Senior Independent Director.
Our culture is central to our success as a business, and we
strive to ensure it aligns with our purpose, strategy and values.
The Board plays an important role in reinforcing our culture
through its decisions, strategy and conduct. The Board actively
monitors and assesses the culture of the Group through
regular management updates and by evaluating cultural
indicators. During the year, management reported to the Board
on the outcome of the culture assessment, which had been
conducted via a survey and face-to-face employee focus
sessions. More information on this is set out on page 44.
Stakeholder engagement
To drive sustainable value for the Company, we know that
our decision making and strategy needs to be informed
by deep engagement with our marketplace as well as
our employees, shareholders and other stakeholders. The
Board receives regular updates from management on key
stakeholder engagement.
I was pleased to have the opportunity to meet with several
of our largest shareholders to discuss our governance and
strategic performance prior to our Annual General Meeting
(‘AGM’) in May 2024. The discussions were very positive about
the Executive Team and our overall performance. Dame
Karen Jones, our Remuneration Committee Chair, engaged
during the year with major investors regarding our proposed
Remuneration Policy, which will be presented to shareholders
for approval at the 2025 AGM. Additional details on the
proposed policy can be found in the Directors’ Remuneration
Report on page 106.
For more details on how we have considered the views of our
stakeholders, please refer to the Stakeholder engagement
section on page 38 and our statement on how Directors have
had regard to the matters set out in Section 172(1) of the
Companies Act 2006 on page 42. For more information on our
people, see page 44.
Governance
The following Report provides more details of the composition
of our Board, our corporate governance arrangements,
processes and activities during the year, as well as reports
from each of the Board’s Committees. I am pleased to report
that we have complied fully with the current Code provisions.
As we prepare for the new Code, we continue to enhance our
processes to align with the new requirements, which will apply
to our FY2025 Annual Report.
We look forward to welcoming shareholders to our AGM in
May 2025. Further information will be made available on the
Company’s website closer to the meeting date.
CLAUDIA ARNEY
CHAIR
12 March 2025
79
deliveroo plc Annual Report and Accounts 2024
Chair’s introduction to governance continued
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
CLAUDIA ARNEY
CHAIR
WILL SHU
CHIEF EXECUTIVE OFFICER
SCILLA GRIMBLE
CHIEF FINANCIAL OFFICER
N
JOINED
23 November 2020
APPOINTED TO DELIVEROO PLC
19 March 2021
NATIONALITY
UK
EXPERIENCE
Claudia Arney began her executive career at McKinsey &
Company, before holding roles at Pearson, the Financial
Times, Goldman Sachs and HM Treasury. She was CEO of
Thestreet.co.uk and Group Managing Director at EMAP.
Claudia’s previous Non-Executive Director experience
includes Chair of the Remuneration Committee at Derwent
plc and Halfords plc, Senior Independent Director of Telecity
Group plc, Governance Committee Chair at Aviva plc, Non-
Executive Director at Ocado Group plc and Non-Executive
Director and Interim Chair of the Premier League.
OTHER APPOINTMENTS
• Kingfisher plc – Chair
• Panel on Takeovers and Mergers – Member
• Department for Digital, Culture, Media & Sport (DCMS) –
Lead Non-Executive Board Member
APPOINTED AS CEO
1 February 2013
APPOINTED TO DELIVEROO PLC
19 March 2021
NATIONALITY
US
EXPERIENCE
Will Shu is the Co-Founder and CEO of Deliveroo, which he
founded in February 2013, alongside his childhood friend
Greg Orlowski. It was whilst working long hours in London
that he discovered a city full of great restaurants but so
few options for delivered food. He therefore made it his
personal mission to bring the best local restaurants to
people’s doors. Whilst running the London-based company
takes up most of his time, Will still enjoys regularly delivering
food orders on his bike.
OTHER BOARD APPOINTMENTS
None
APPOINTED AS CFO
20 February 2023
NATIONALITY
UK
EXPERIENCE
Before joining Deliveroo, Scilla Grimble was the Chief
Financial Officer of Moneysupermarket Group plc. She was
previously Interim Chief Financial Officer at Marks & Spencer,
where she was also Director of Group Finance, and she
has held a range of senior finance and leadership roles at
Tesco. Scilla spent 10 years at UBS, where she was Managing
Director and Head Consumer and Retail Investment Banking
EMEA, and she began her career at PwC, where she qualified
as a chartered accountant.
OTHER BOARD APPOINTMENTS
• Taylor Wimpey – Non Executive Director, Chair of the
Audit Committee and member of the Nomination and
Governance Committees
KEY
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee Committee Chair
Board of Directors
80deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
PETER JACKSON
INDEPENDENT NON-EXECUTIVE
DIRECTOR
DAME KAREN JONES DBE
SENIOR INDEPENDENT NON-EXECUTIVE
DIRECTOR (‘SID’)
RICK MEDLOCK
INDEPENDENT NON-EXECUTIVE
DIRECTOR
A
N N
R A
N
APPOINTED
1 January 2022
NATIONALITY
UK
EXPERIENCE
Peter Jackson has extensive experience in leading global
digital consumer businesses. He is currently the Chief
Executive Officer of Flutter Entertainment plc, having been
appointed in 2018 following five years of experience as a
Non-Executive Director of Betfair and then Paddy Power
Betfair.
Peter was Chief Executive Officer of Worldpay UK (an
operating division of Worldpay Group plc) and Head of
Global Innovation at Banco Santander, as well as a Director
of Santander UK Group Holdings plc. Peter’s previous
experience also includes Chief Executive Officer of Travelex
and senior positions at Lloyds Banking Group.
OTHER BOARD APPOINTMENTS
• Flutter Entertainment plc – Chief Executive Officer
APPOINTED
1 June 2021
APPOINTED AS SID
1 January 2022
NATIONALITY
UK
EXPERIENCE
Karen Jones brings a wealth of experience in the
restaurant, food and hospitality sectors, including founding
Café Rouge and creating and leading the formation of the
Spirit Group. Karen also has strong experience in executive
remuneration having previously chaired the Remuneration
Committees of ASOS plc, Booker plc, Virgin Active and
Firmeinch ag.
OTHER BOARD APPOINTMENTS
• Whitbread PLC – Non-Executive Director and Member of
the Remuneration and Nomination Committees
• Hawksmoor – Chair
• Mowgli – Non-Executive Director
• Crown Estate – Non-Executive Director and Senior
Independent Director
JOINED
1 October 2020
APPOINTED TO DELIVEROO PLC
19 March 2021
NATIONALITY
UK
EXPERIENCE
Rick Medlock has had a highly successful career as a
CFO in the technology industry, working for a range of
International FTSE 100 and Nasdaq-listed businesses during
periods of high growth. He has held a number of CFO
positions throughout his career, including at NDS Group plc,
Inmarsat plc and Worldpay Group plc. He was also previously
Chair of BluJay Solutions. Rick brings a wealth of experience
as a former Non-Executive Director and Audit Committee
Chair of several technology-driven businesses, such as
Sophos Group plc, Edwards Vacuum and Thus plc.
Rick was also previously the Chair of Momondo Group, Chair
of the Audit Committee for LoveFilm UK Limited and Non-
Executive Director and Audit Committee Chair of Smith &
Nephew plc.
OTHER BOARD APPOINTMENTS
• Stanford Holdco Limited (t/a Ocorian) – Non-Executive
Director and Chair of the Audit Committee
• Alaska Topco Limited (t/a Nomentia) – Chair
• British Engineering Services Ltd – Chair
81deliveroo plc Annual Report and Accounts 2024
Board of Directors continued
KEY
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee Committee Chair
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
KEY
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee Committee Chair
DOMINIQUE REINICHE
INDEPENDENT NON-EXECUTIVE
DIRECTOR, DESIGNATED EMPLOYEE NED
SHOBIE RAMAKRISHNAN
INDEPENDENT NON-EXECUTIVE
DIRECTOR
TOM STAFFORD
NON-EXECUTIVE DIRECTOR
N R A N R
APPOINTED:
1 May 2021
NATIONALITY
French
EXPERIENCE
Dominique Reiniche has a wealth of operational experience
in Europe and International consumer marketing and
innovation experience. Dominique started her career with
Procter & Gamble AG before moving to Kraft Jacobs Suchard
AG (now Mondelez) as Director of Marketing and Strategy,
where she was also a member of the Executive Committee.
Dominique previously held a number of senior roles at
Coca-Cola Enterprises and at Coca-Cola Company, including
President – Western Europe, President – Europe, and Chair –
Europe. Dominique was previously a Non-Executive Director
of Peugeot-Citroen SA, Severn Trent plc and AXA SA.
OTHER BOARD APPOINTMENTS
• PayPal Europe – Non-Executive Director
• Verisure Holdings AB – Non-Executive Director
APPOINTED
1 January 2024
NATIONALITY
US
EXPERIENCE
Shobie is Chief Digital and Technology Officer at GSK plc.
She has over 20 years of experience driving business
success through the smart use of data and technology.
She currently leads the technology agenda at GSK using
technology as a differentiator to discover transformational
medicines, deliver growth and positive health outcomes for
patients. Before joining GSK, Shobie held senior technology
leadership roles in organisations, including AstraZeneca,
Salesforce, Genentech and Roche.
OTHER BOARD APPOINTMENTS
None
APPOINTED
19 March 2021
NATIONALITY
Irish
EXPERIENCE
Tom Stafford is co-founder and managing partner of DST
Global, the internet investment firm. The firm’s past and
current portfolio includes Facebook, Alibaba, JD.com,
Meituan, Airbnb, Nubank, Klarna, Robinhood, Doordash,
Checkout.com, Spotify and Farfetch.
OTHER BOARD APPOINTMENTS
• DST Global – Managing Partner
Board of Directors continued
82deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Key roles
Chair
There is a clear separation of responsibilities between the Chair, Claudia Arney, and the CEO,
Will Shu. The Chair is responsible for leading and managing the business of the Board and
is primarily focused on strategy, performance, value creation and accountability; setting
and sustaining the culture and purpose of the Company; and ensuring the Board’s overall
effectiveness, governance and director succession planning.
The Chair also ensures effective communication between the Board, management,
shareholders and the Company’s wider stakeholders. The Chair works collaboratively with the
CEO in constructively challenging and helping to develop proposals on strategy, setting the
Board agenda and ensuring that any actions agreed by the Board are effectively implemented.
Chief Executive Officer (‘CEO’)
Will Shu is responsible for developing, implementing and delivering the agreed strategy and
for the operational and strategic management of the Company. He is also responsible for
supporting Directors’ induction into the business by providing the necessary resources for
developing and updating their knowledge and capabilities concerning the Company, including
access to Company operations and members of the workforce.
Chief Financial Officer (‘CFO’)
Scilla Grimble is a member of the Executive Team reporting to the CEO. Her role is to support
the CEO in developing and implementing strategy and the development of business plans and
the Company’s annual budget in collaboration with the Board. Also to oversee our financial
statements and other financial matters. She leads the Finance, Tax, Treasury, Risk and Internal
Control and Company Secretariat teams, and oversees the Company’s relationship and
communications with the investment community.
Senior Independent Non-Executive Director (‘SID’)
The Senior Independent Non-Executive Director, Dame Karen Jones DBE, supports the Chair in
her role and leads the Non-Executive Directors in the oversight of the Chair. She is available
throughout the year, and when required, to meet with other NEDs to act as a sounding
board and raise any matters. The SID is also available as an additional point of contact for
shareholders.
Employee Non-Executive Director (‘Employee NED’)
The Employee Non-Executive Director, Dominique Reiniche, provides a mechanism for the Board
to engage with its employees and wider Employee Resource Groups to understand their views
and ensure these are considered as part of the Board’s overall decision-making processes.
Non-Executive Directors
The Non-Executive Directors provide constructive challenge and strategic guidance, offer
specialist advice and hold management to account. They monitor the performance and
delivery of the strategy within the risk parameters and control framework set by the Board.
The Company Secretary
The Company Secretary, Catherine Sukmonowski, acts as secretary to the Board and each of
the Committees. She is responsible for supporting the Chair, the Board and the Committee
Chairs in delivering the Company’s corporate governance agenda and ensuring that the Board
and its Committees have the policies, information, time and resources needed in order to
function effectively and efficiently. All Directors have access to the advice and services of the
Company Secretary.
DIVISION OF RESPONSIBILITIES
83deliveroo plc Annual Report and Accounts 2024
Governance Report continued
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
Board leadership
An effective Board
Our Board consists of a diverse group of highly skilled professionals who bring a wide array of
skills, perspectives and corporate experience to the boardroom (see page 85). This collective
expertise is important for supporting the long-term success of Deliveroo, benefiting both its
shareholders and broader stakeholders. The Board is responsible for leading and guiding the
strategic direction of the Company, whilst overseeing its implementation by management.
To enhance its effectiveness and ensure adequate focus on key issues, the Board has delegated
authority in specific areas to its principal Board Committees, as detailed on page 86. The activities
undertaken by the Board throughout the year are outlined on page 90. Additionally, the Board
oversees the Group’s operations within a defined framework of controls, enabling risk assessment
and management within established parameters. Further discussion on this can be found in the Risk
management and our principal risks section on page 67 and the viability statement on page 65.
The Executive Directors are tasked with ensuring that the policies and behaviours established
by the Board are effectively communicated and implemented throughout the organisation.
Should the Board have any concerns regarding behaviours or actions, it will seek assurance that
appropriate corrective measures are being implemented.
Composition and succession
Board composition
Our approach to Board succession planning emphasises maintaining the right balance of skills
and experience. All new appointments are recommended by the Nomination Committee and are
made based on merit, with a focus on ensuring a diverse and inclusive Board to effectively deliver
on our strategic and long-term growth ambitions. Our diversity and inclusion report under the FCA’s
Listing Rule requirements (LR 9.8.6(9)) can be found in the Nomination Committee Report section on
page 94. Information about the wider Company diversity, equity and inclusion strategy can be found
in our people section on page 44.
Appointment terms and election of Directors
All of our Directors have service agreements or letters of appointment and the details of their
terms are as set out in the Directors’ Remuneration Report. The Chair and Non-Executive Directors
are expected to devote necessary time to perform their duties properly. This is expected to be
approximately two-to-three days per week for the Chair and two days per month for the Non-
Executive Directors. The Chair and Committee Chairs may be required to spend additional time
over and above this to carry out their extra responsibilities. Any external appointments require
prior Chair approval, with consideration given to any potential impacts on their directorship with
the Company, including time commitments and potential conflicts of interest.
The service agreements and letters of appointment are available for inspection at the Company’s
registered office during normal business hours.
In compliance with the Code, members of the Board stand for election or re-election annually. In
recommending their election or re-election to shareholders, the Board considers, with the help
of the Nomination Committee, whether each of the Directors remains effective, committed to
their roles and with sufficient time to perform their duties. This includes a review of the Director’s
knowledge, skills, experience, performance, time commitment and contributions to the Board.
Based on the outcome of the Board Effectiveness Review including the Chair’s individual meetings
with Directors and taking into account Code considerations, the Board has confirmed it is
satisfied that each of the Directors proposed for re-election has the appropriate balance of skills,
experience, independence and knowledge to enable them to fully and effectively discharge their
duties and responsibilities as a Director of the Company.
External Executive Director appointments
It is recognised that non-executive directorships can provide a further level of experience for
Executives that can benefit the Company. As such, Executive Directors may usually take up one non-
executive directorship (broadly equivalent in terms of time commitment to a FTSE 350 non-executive
directorship role) subject to the Board’s approval, as long as there is no conflict of interest with their
role at Deliveroo. Will Shu, CEO, does not currently hold any non-executive board positions. Scilla Grimble,
CFO, is currently a Non-Executive Director and Chair of the Audit Committee of Taylor Wimpey plc.
Board and Committee scheduled meeting attendance for
the year ended 31 December 2024
Director Board Audit and Risk Nomination Remuneration
Directors as at 31 December 2024
Claudia Arney 8/8 N/A 4/4 N/A
Will Shu 8/8 N/A N/A N/A
Scilla Grimble 8/8 N/A N/A N/A
Dominique Reiniche
1
8/8 3/3 4/4 6/6
Dame Karen Jones DBE 8/8 N/A 4/4 6/6
Peter Jackson 8/8 6/6 4/4 N/A
Rick Medlock 8/8 6/6 4/4 6/6
Shobie Ramakrishnan
2
8/8 5/6 4/4 6/6
Tom Stafford 8/8 N/A N/A N/A
1
Dominique Reiniche stepped down from the Audit and Risk Committee effective 23 May 2024.
2
Shobie Ramakrishnan missed one Audit and Risk Committee meeting due to illness.
Governance Report continued
84deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Board skills, experience and knowledge
Board appointments
The Nomination Committee is responsible for regularly assessing the structure and composition
of the Board and its Committees to maintain a balance of skills, experience, independence and
knowledge, whilst promoting diversity. Succession planning takes place to ensure there is an
appropriate talent pipeline. This includes (as appropriate) the review of talent requirements, the
identification of any gaps, the development of any resulting role specifications, the appointment
of a search agency, the establishment of the search criteria and oversight of the search process.
The Committee recommends the preferred candidate to the Board for approval.
Board induction
On appointment, our Non-Executive Directors each receive a comprehensive induction tailored
to their experience, background and areas of focus. The induction programme is aimed at
ensuring that each new Director quickly becomes fully effective in their role with a comprehensive
understanding of the Group’s businesses, the main factors influencing operational and financial
performance, the role of the Board and its Committees, the corporate governance approach, and
the duties and responsibilities of being a Director of a publicly listed company.
During 2024, we implemented an induction programme for our new Non-Executive Director Shobie
Ramakrishnan. Her induction programme included:
• a detailed overview of our strategy and the operations of each key area of the business
through materials and meetings with key members of the Executive Team;
• information on her statutory duties as a director of public companies and the governance
structure for the Board and its Committees;
• meetings with the external auditor and advisers as appropriate; and
• the opportunity to visit key business sites.
Continuing professional development
Given the fast-paced nature of our business and the external environment, it is important for our
Executive and Non-Executive Directors to remain aware of recent and upcoming developments.
Occasionally, deep dive or training sessions are arranged for the Board. The sessions in FY2024
concentrated on the Company and Director obligations arising from the Company’s transfer to the
ESCC listing category and changes to the Code. Outside of Deliveroo, Directors also participate in
seminars and roundtable discussions related to their areas of responsibility or interest, including
those provided by our advisers.
The Directors have ongoing access to Senior Management expertise, receiving regular detailed
presentations on key areas of the business during meetings as well as one-to-one discussions
between meetings, the opportunity to visit our key business sites and regular updates on
key financial, people and other business matters on our Board information portal. Our General
Counsel, Company Secretary and advisers provide regular updates on regulatory and corporate
governance matters. Additionally, Directors have access to independent and professional advice
at the Company’s expense, should they determine that this is necessary to discharge their duties.
Directors’ interests
Directors have a statutory duty to avoid situations in which they may have interests that conflict
with those of the Company, unless that conflict is first authorised by the Board. As permitted
under the Companies Act 2006, the Company’s Articles allow Directors to authorise conflicts of
interest and, in accordance with its terms of reference, the Board has established a policy and set
of procedures for managing and, where appropriate, authorising actual or potential conflicts of
interest. This is monitored by the Nomination Committee.
BOARD SKILLS MATRIX AS AT 31 DECEMBER 2024
The matrix reflects those skills which the Board considers to be key to support the business. Board skills are reviewed as part of the Board Effectiveness Review.
Rider
1
Restaurant
13
Customer
34
Marketing
41
Tech/Cyber
34
Platforms
5
High Growth
51
International
51
Grocery/Retail
31
Operations
14
Finance/M&A
35
Board experience Board extensive experience
85deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
The Board
The Company is led by the Board of Directors who
are primarily responsible for setting the Group’s
strategy for delivering long-term sustainable value to
our shareholders and other stakeholders, providing
effective challenge to management concerning the
execution of the strategy and ensuring that the Group
maintains an effective risk management and internal
control system.
→ Board of Directors on page 80
→ Chair’s Letter on page 78
→ Our principal risks on page 67
→ The Section 172(1) statement on
page 42
→ Key Board activities during 2024
on page 90
Board reserved matters
The Board’s Terms of Reference provide that the Board must consider and approve the following:
• the Group’s purpose, values, general strategy and objectives including assessing and
monitoring the Group’s culture and its alignment with these;
• review of business performance relative to the Group’s business plans and budgets;
• major capital expenditure and changes to the Group’s corporate structure, including
significant acquisitions and disposals;
• financial reporting including major changes to accounting policies or practices;
• major changes to the capital structure including borrowings, tax and treasury
management and approval of share buybacks and dividends (if any);
• ensuring a framework of prudent and effective controls and establishing procedures to
manage risk and to oversee the internal control framework; and
• determining the nature and extent of the principal risks the Group is willing to take to
achieve its long-term strategic objectives (the Group’s ‘risk appetite’).
The Board Committees
The Board delegates a broad range of responsibilities to its Committees (the Audit and
Risk, Remuneration and Nomination Committees). It is therefore important that effective
links are maintained between the Committees and the Board. Each Committee has its own
terms of reference, which are reviewed annually, and the Board has access to the minutes
of Committee meetings as well as verbal updates to the Board following each meeting, and
otherwise where appropriate.
Nomination Committee
The purpose of the Committee is to ensure that the Board and its Committees have the
appropriate balance of skills, knowledge and experience, and that adequate succession plans
are in place for the Board and the Executive Team, including a diverse talent pipeline.
→ See more on page 94
Audit and Risk Committee
The purpose of the Committee is to monitor the integrity of the Group’s financial reporting,
ensure that an appropriate relationship is maintained with the external auditor and monitor
the effectiveness of the Group’s risk management systems and internal controls, including the
principal and emerging risks.
→ See more on page 98
Remuneration Committee
The purpose of the Committee is to establish the Group’s Remuneration Policy and ensure that
there is a clear link between performance and remuneration, including setting policies for
executives that promote the long-term sustainable success of the Group and are aligned with the
Group’s strategy.
→ See more on page 106
DELIVEROO’S GOVERNANCE FRAMEWORK
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86deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Executive Directors and Executive Team
The execution of the Group’s strategy and the day-to-day management
of the Company’s activities are delegated to the Executive Directors, who
are supported by the rest of the Executive Team.
In particular, the Executive Team is responsible for:
• furthering the strategy, business objectives and targets established
by the Board;
• approving the expenditure and other financial commitments within
its authority levels; and
• discussing, formulating and approving proposals to be considered by
the Board.
A culture of open dialogue and debate between the Board as a whole,
the Executive Directors and the Executive Team is actively encouraged.
Members of the Executive Team and other Senior Managers from across
the business are regularly invited to present at Board meetings and
to engage in debate on specific matters to provide deeper insights to
the Board. This is further supported through regular dialogue with, and
reports from, management to ensure that the Board is kept up to date on
key developments.
More information on the Executive Team including their biographies, is
available on the Group’s website at: https://corporate.deliveroo.co.uk.
87deliveroo plc Annual Report and Accounts 2024
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DELIVEROO’S GOVERNANCE FRAMEWORK
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
The Board sets the clear
tone from the top by
satisfying itself that
Deliveroo’s purpose,
culture and values are
aligned with its strategy.
Our Mission, Our Purpose
‘To transform the way our customers shop
and eat, bringing the neighbourhood to their
door by connecting consumers, restaurants,
shops and riders.’
Last year we broadened our Company
purpose to reflect our focus on delivering
more through the evolution of our business
into non-food retail. Our aim is to make the
big moments more memorable, the small
moments special, and the everyday moments
just that little bit better. More information on
our strategy is set out in the Strategy section
on page 18.
Culture
Our culture is central to the growth of our business, and we
strive to ensure it aligns with our purpose, strategy and values.
As the tone for the Company’s culture is set from the top, the
Board plays a crucial role in reinforcing this culture through its
decisions, strategy and conduct.
The Board actively monitors and assesses the culture of the
Group through regular management updates and by evaluating
cultural indicators such as: management’s approach to risk,
fraud and whistleblowing (‘Speak-Up’) reports, adherence to
the Group’s Code of Conduct, policies and procedures, and
key performance indicators (KPIs) including Peakon employee
feedback scores and staff retention. Additionally, the Board
receives valuable insights from the Employee NED on employee
engagement, feedback from wider stakeholders (as outlined
in the Stakeholder engagement section on page 38) and
independent assurance from the external auditor, the Internal
Audit function, and other advisers. These regular updates enable
the Board to identify trends over time, inform decision making,
and the ongoing assessment and monitoring of the Company’s
culture helps to drive standards across the business.
Embedding our culture and values across the organisation is a
priority of the Board and Executive Team, with a strong focus on
this during our recruitment processes, induction programmes
and performance reviews. The importance of culture is further
reinforced through the monthly Executive Team-led ‘firmwide’
meetings, which are open to all employees. Inclusivity also
remains a key focus, particularly through our ED&I initiatives, as
detailed in the people section on page 44.
To read more about how our Board assesses, monitors and
embeds culture see page 89.
Values
At Deliveroo, our values are fundamental to everything we
do. They shape our culture, drive our mindset and guide how
we operate as a business. These values set the standard for
how we engage with our customers, partners and each other,
influencing the decisions we make and the people we bring into
our team. They serve as a clear roadmap, helping us navigate
challenges and continuously strive for excellence. In essence,
they define who we are and what we stand for.
Live and breathe our marketplace
Play to win
Celebrate difference
Champion big and small innovations
Obsess about operational excellence
Be curious and intellectually honest
Governance Report
PURPOSE, CULTURE AND VALUES
88deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Company
values
Culture
review
Equity, Diversity
and Inclusion
Remuneration
and talent processes
Our values are integrated into organisational
processes (including recruitment,
induction and performance assessment) to
shape culture.
Insights and outcomes
The CEO, CFO and Executive Team members
host monthly ‘Firmwide’ events for employees
to provide updates on our business and
strategy and highlight achievements linked
to our values. The annual ‘Golden Wings’
awards celebrate employees in categories
aligned with our values.
During the year management performed a
culture assessment via a survey and face-to-
face focus employee group sessions.
Insights and outcomes
Employees reported that they like our
direct and resilient culture as well as the
collaboration and exposure to senior
leadership. The outcome of the culture
review was reported to the Board and several
initiatives are underway in 2025 to address
the feedback received.
The Board and the Nomination Committee
regularly monitors ED&I across the Company.
Insights and outcomes
We have improved the gender balance in our
leadership with improvements in the number
of women in senior technology and business
roles, reflecting our commitment to inclusive
hiring and talent development. During the
year we also expanded our ERGs to eight. ERG
membership grew by 65%, highlighting that
employees value these groups.
The Remuneration Committee reviews
the Group’s employee pay structures and
their alignment with our purpose, values
and strategy.
Insights and outcomes
This year, a key Committee focus was on
the new Remuneration Policy. Management
also improved recruitment, succession
planning and talent review processes,
which will remain a priority in 2025.
Employee
NED engagement
Employee
Value Proposition
Employee
feedback
Whistleblowing
reports
Dominique Reiniche, our Employee NED, assists
with providing insights to the Board on
employee matters. This includes engagement
with the People and ED&I teams, the review of
Peakon scores and other relevant activities.
Insights and outcomes
Dominique updated the Board on the year’s
activities, including employee satisfaction
and feedback on initiatives and events
impacting employees. The engagement plan
continues to evolve and more frequent Board
updates are expected in 2025.
During the year employees were consulted
on our EVP which will be refreshed and rolled
out in 2025.
Insights and outcomes
Feedback highlighted employees’
appreciation for impactful, innovative work,
opportunities for development, a diverse and
friendly environment, and pride in working for
a leading brand. The results were discussed
with the Board.
Regularly seeking open employee feedback
through our monthly Peakon survey helps to
identify and address employee engagement
issues in real time. Our Chief People Officer (CPO)
and Employee NED provide regular updates on
key outcomes from Peakon. During the year, the
CEO and CPO held listening sessions to obtain
employee feedback on anything top of mind for
them. The Board also receives a quarterly people
metrics dashboard, which updates on employee
engagement, ED&I and retention.
Insights and outcomes
Results, insights and recommendations
are discussed at Board and Remuneration
Committee meetings.
Our employee ‘Speak Up’ Policy encourages
openness in reporting misconduct. Speak
Up reports are promptly investigated and
addressed with necessary actions.
Insights and outcomes
The Audit and Risk Committee receives
regular updates on Speak Up reporting,
including any resulting investigations/
outcomes. These reports offer important
insights into workplace culture and any
employee concerns.
HOW THE BOARD MONITORS CULTURE
89deliveroo plc Annual Report and Accounts 2024
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GOVERNANCEGOVERNANCE FINANCIALSSTRATEGIC REPORT GOVERNANCE
The Board has been busy, having met
for eight scheduled board meetings,
including the annual review of the
Company’s strategy and France Board trip.
The Non-Executive Directors also met on a number of
occasions without management present. Board and
Committee attendance for regularly scheduled meetings
during 2024 is set out on page 84.
The Board recognises the impact our business and
behaviours have on our shareholders and other
stakeholders. Engaging with our stakeholders is a
crucial component of our success, and this activity is
integrated across various levels of the organisation.
During this period, the Board has been very mindful of our
stakeholders and the possible impacts of events on them.
More information on our key stakeholders is on page 38
and the Board’s consideration of our stakeholders in its
decision making is in our Section 172 (1) statement on
page 42.
Company strategy and performance Environmental, social and governance (‘ESG’)
• Received regular updates from the CEO and CFO at
each meeting detailing the performance of the
business against the strategic and financial goals
and the competitive/macroeconomic impacts on the
business.
• Received regular reports from the Executive Team on
global operations, key areas of the business/strategic
initiatives and competitor and external environment
context.
• Received regular reports from the General Counsel
on material litigation, regulatory and other matters
impacting the business.
• Approved plc share redesignation into one class of
ordinary shares following the Ordinary B Share class
conversion.
• Approved the Company’s broadened mission/
purpose.
• Approved new £140m Revolving Credit Facility.
• Approved capital allocation matters including the
approval of £30m Employee Benefit Trust (‘EBT’)
share buy back and £150m Company share buy back
programme.
• Annual Board strategy day to discuss/agree the
strategic objectives of the business.
• Approved the transfer to the Equity Shares
(Commercial Companies) category (leading to
admission to the FTSE UK Index Series).
• Board visit to Paris to obtain a deeper understanding
of the French business.
• Approved the long term financial plan and 2025
budget.
• Approved the exit from Hong Kong.
• Approved the Board objectives and the annual calendar
and workplan for the Board and Committees.
• Considered the outcome of the internal Board/
Committees Effectiveness Review.
• Reviewed and refreshed (as required) the Board/
Committee terms of reference.
• Received regular reports from the Chairs of the Audit and
Risk, Remuneration and Nomination Committees on the
work of those Committees.
• Received updates on the progress of the Group’s
ESG Pillars (as set out in the 2023 Annual Report) and
commitments to reduce our direct emissions and to
improve gender representation in our workforce (as
linked to our executive remuneration in relation to the
2024 PSP awards).
• Approved the plans and resolutions for the 2025 AGM.
• Considered Director interests and any potential conflicts
of interest.
• Received regular governance updates from the Company
Secretary.
• Received updates on the Government budget proposals
and Employment Rights Bill and considered the potential
impacts on the business and its stakeholders.
• Considered the new UK Listing Rule requirements that
the Company would be subject to following transition
to the ESCC Category (including Director. Executive Team
and Senior Management training). Approved/updated a
number of key policies and procedures.
• Engaged with the Company’s largest investor and proxy
voting agencies on the proposed Remuneration Policy to
be put to shareholders at the upcoming AGM in May 2025.
Governance Report continued
KEY ACTIVITIES OF THE BOARD DURING 2024
90deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
People, culture and risk Financial and investor updates
• Monitored the maintenance of the risk
management and internal control systems,
reviewed the Group’s principal risks and
approved its risk appetite, considered
upcoming Code changes.
• Approved the 2024 Gender Pay Gap Report and
Modern Slavery Statement.
• Considered Board and Executive Team
succession matters and approved changes to
Committee Composition.
• Considered the Board’s and organisation’s
gender and wider diversity, including
compliance with the FCA Listing Rule
requirements for wider diversity reporting in
our Annual Report.
• Updated on employee and Senior Management
feedback from organisational culture review
and planned/ongoing talent initiatives.
• Received updates from the Nomination
Committee, Chief People Officer and Employee
NED on people matters including culture,
retention, values, ED&I, gender pay and the
return to office policy.
• Received regular reports from the CFO at each meeting
detailing the financial performance and progress
against plans and analyst consensus.
• Considered and approved the financial statements
and announcements including the Annual Report
and preliminary, interim and quarterly results
announcements.
• Received regular investor relations updates from the
CFO, the Investor Relations team and the brokers on
the competitive landscape, investor engagement and
feedback, market reaction to announcements and
analysts’ views.
Wider stakeholders
• Considered rider earnings, benefits and conditions and
regulatory matters.
• Considered impacts of various matters on restaurant
and merchant partners and customers.
• Considered shareholder and proxy adviser views on
strategy, performance and executive remuneration.
• Considered the outcomes of the Chair and other
engagement with investors ahead of the 2024 AGM.
France – Board visit
In September 2024, the Board and Executive Team visited France,
one of the Company’s key markets. During the visit, the Board
focused on local strategic and operational initiatives and partner
priorities, and how these aligned with key priorities for the
Company, particularly growth.
The visit commenced with an engaging introduction to
the French market, delivered by the local leadership team.
This session included an in-depth exploration of customer
demographics and the food delivery market in France, providing
Board members with a comprehensive understanding of the
local market and its opportunities and challenges.
Following this, breakout sessions were organised for Board
members with a select group of grocery and restaurant
partners. These sessions were highly interactive and
informative, deepening the Board’s appreciation of the local
business environment, our partners’ focus and priorities, and
how we can work together better. The feedback from partners
was overwhelmingly positive, with many highlighting their
appreciation for the collaborative spirit and the unwavering
commitment to quality exhibited by the team.
The trip proved to be an insightful experience, offering
a valuable opportunity for Board members to immerse
themselves in the French business and to meet local
partners and the local Deliveroo team. The visit highlighted
the importance of understanding the priorities of our
local partners and the benefits of aligning cultural and
operational priorities to achieve our objectives, strengthening
connections with the local team and enhancing the Board’s
understanding of the French business operations.
KEY ACTIVITIES OF THE BOARD DURING 2024
91deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
In accordance with the Code, the Board conducts an annual review of its effectiveness to assess
and enhance its performance. This year we conducted an internally facilitated review of the
Board, Committees and Chair, which examined various aspects, including the Board’s performance,
composition and skills, the quality of Board interactions, the contribution of Board members
and the leadership provided by the Chair. The review also received feedback on progress on the
specific focus areas and actions identified in the previous year’s review.
Results
Overall feedback from the review confirmed that the Board, and each of the Committees,
are acting cohesively and effectively and have continued to improve ways of working. The
assessment of individual Director performance, including skills, time commitment, contribution
and independence, confirmed that each Director continues to make a positive contribution to the
Board and relevant Committees.
The themes arising from the review identified some opportunities for further improvement, which
will be incorporated into the Board and Committee plans for the coming year.
Chair performance
Led by the Senior Independent Director, the performance of the Chair was also assessed as part
of the internal review through a compilation of feedback from every Director on her performance.
The Chair is regarded by all as excellent and hardworking, who is both effective and professional.
She is highly disciplined and is a strong communicator both during and between meetings.
She has built good relationships with the Executive Team whilst maintaining her objectivity and
independence, which helps to ensure an effective link between the Board and the Executives. She
is also very effective in her engagement with investors.
Process
Step one Step two Step three
Questionnaire One-to-one
sessions
Outcomes
A questionnaire was
prepared by the Company
Secretary, in conjunction
with the Chair and
Committee Chairs, covering
key areas and, in particular
building on the outcome of
the previous year’s review
and focus during the year.
The questionnaire was
circulated to Board
members for their
written responses. This
was followed up with
one-to-one sessions
with the Chair to discuss
their views in more detail
and to discuss individual
performance. The Senior
Independent Director also
held one-to-one sessions
with Directors to discuss
the Chair’s performance.
The responses were
compiled and presented to
the Board and Committees
for discussion, and actions/
areas of focus for the
coming year were agreed.
The Board also agreed its
objectives for 2025.
Governance Report continued
ANNUAL BOARD AND COMMITTEE EFFECTIVENESS REVIEW
92deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
2024 REVIEW THEMES 2025 AREAS OF FOCUS
Board
Board composition and dynamics
• The Board functions effectively with a constructive and supportive culture.
The Board dynamic enables members to provide challenge, guidance and
feedback effectively, and all Board members actively participate and have
the opportunity to voice their opinions.
• The Board has the right composition with a good balance of experience,
skills and diversity.
• Keep Board skills and composition under review as needed.
Board ways of working
• The annual calendar and agendas are well structured and cover the right
topics. The quality and timeliness of papers is also good.
• There was good engagement with the Executive Team and other
stakeholders during the year. The France trip was noted as a highlight,
providing valuable insight into the French business and partners.
• Continue to monitor agendas to ensure there is sufficient time for in-depth
discussions on key matters.
• More agenda time to be focused on broader talent and culture matters.
Board focus and strategic priorities
• There was good progress on strategic and operational priorities. The Board
Strategy Day provided valuable insights into the business and future outlook,
showcasing the Executive Team.
• Continue to focus on key operational matters and execution of strategy.
• Enable more external perspectives (through speakers and updates)
particularly on the competitive landscape and tech innovations.
Audit and Risk
Committee
• The Committee is operating effectively with good review/constructive
challenge of management and the work of the external auditors. Good
progress on the agenda balance, improved papers and continued maturity
of risks and controls.
• Continue to focus on key risks and business controls particularly,
compliance with the new Code requirements.
Remuneration
Committee
• The Committee is operating effectively, with meetings and engagement
between meetings working well.
• Papers improved but a further focus on consistency.
Nomination
Committee
• The Committee is operating effectively with open and constructive dialogue. • Continued focus on talent management and succession plans for Board and
Senior Executives.
• More agenda time to be focused on broader talent and culture matters.
93
deliveroo plc Annual Report and Accounts 2024
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ANNUAL BOARD AND COMMITTEE EFFECTIVENESS REVIEW
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
COMMITTEE MEMBERS
1
Claudia Arney (Chair) Independent
Dominique Reiniche Independent
Dame Karen Jones DBE Independent
Peter Jackson Independent
Rick Medlock Independent
Shobie Ramakrishnan Independent
1
See page 84 for information on Committee attendance.
Focus areas for 2025
• Keep Board composition and succession under review.
• Continue to monitor Senior Management succession
and the talent development pipeline.
• Continue to assess ED&I performance across the
organisation.
Roles and responsibilities
• The regular review of the structure, size and
composition of the Board and its Committees, including
the proper balance of skills, experience, independence
and wider diversity, and to make recommendations on
this to the Board.
• Succession planning for Directors and the Executive
Team, with a view to ensuring continued strong
leadership of the business and execution of our
strategy, including oversight of the development of a
diverse pipeline for succession.
• Identifying and nominating candidates to fill board
vacancies, including managing the search process.
• Keeping under review potential Director conflicts
of interest disclosed to the Company, including
maintaining appropriate processes for the
management of such conflicts where necessary.
• Assessing Board skills and overseeing Board induction
training and evaluation.
• Overseeing the Company’s policy, objectives
and strategy on Board, Senior Management and
organisation ED&I.
The Committee’s Terms of Reference can be found at
https://corporate.deliveroo.co.uk.
CLAUDIA ARNEY
CHAIR,
NOMINATION COMMITTEE
As Nomination Committee Chair, I am pleased
to present the Committee’s report for the year
ended 31 December 2024.
Role and composition of
the Committee
The Committee’s role is key to ensuring that the Board maintains
a suitable balance of skills, experience, knowledge and diversity
to provide the strong leadership necessary to support the
Company in achieving long-term sustainable success. The
Committee is responsible for orderly succession planning for
the Board and its Committees, based on merit and objective
criteria and the Board’s Diversity Policy.
The Committee currently has six members, including myself as
Chair. The CEO, Chief People Officer and other Senior Management
attend Committee meetings by invitation.
We are fully compliant with the Code concerning the
composition of our Board and Committees. As required by the
Code, the Committee, aside from the Chair, is composed solely of
Independent Non-Executive Directors. The Company Secretary
acts as the Committee’s secretary.
The Committee is authorised to seek external legal or other
independent professional advice as it sees fit.
Nomination Committee Report
94deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Committee focus during the year
The Committee met formally four times during the year, with additional regular communications to
provide updates on various matters as needed. Meeting attendance can be found on page 94.
During the year, the Committee remained focused on Board composition, skills and diversity and
Executive Team and Senior Management succession plans, reflecting the Board’s responsibility to
ensure suitable succession plans are established. More detail is set out below.
Board succession, skills and expertise
Shobie Ramakrishnan joined the Board as Non-Executive Director on 1 January 2024. Shobie was
appointed following a formal search process led by Egon Zehnder, which we detailed in last year’s
annual report. Shobie has been a great addition to the Board, particularly in relation to her tech
and cyber expertise which is an area of continued focus for the Board. Shobie spent significant
time with the Board, Executive Team members and other senior leaders to learn about the
Company’s strategy and operations, enabling her to contribute effectively to board discussions.
With the appointment of Shobie to the Board and as a member of the Audit and Risk and
Remuneration Committees, the Committee took the opportunity to consider the balance of
Committee membership. Dominique Reiniche stepped down from the Audit and Risk Committee
on 23 May 2024, and Rick Medlock stepped down from the Remuneration Committee on
31 December 2024. The Committee continues to keep both Board and Committee composition
under review.
Under the current terms of their appointment, our Non-Executive Directors hold office for a
term of three years which may be extended for further three-year periods subject to continuing
satisfactory performance and annual re-election at our AGM. Earlier in the year the Committee
recommended the extension for a further three-year term of service for the following
Non-Executive Directors: Claudia Arney, Dame Karen Jones DBE, Rick Medlock, Dominique Reiniche,
Peter Jackson and Thomas Stafford. Taking into consideration the relevant Code requirements, the
Committee was satisfied that each of these Directors continue to be effective and approved their
continued service.
We conducted an internally facilitated Board/Committee Effectiveness review, which concluded
that the Committee had operated effectively during the year (further details can be found on
page 92). Following the review, the Committee remains satisfied with the individual skills, relevant
experience, contributions and time commitment of each of our Non-Executive Directors, taking
into account their external appointments and interests. The Board is therefore recommending the
election or re-election of all continuing Directors at this year’s AGM.
Board and wider diversity
The Board believes that its perspective and approach can be greatly enhanced through diversity
of age, gender, nationality, ethnicity, sexual orientation, socio-economic backgrounds, cognitive
and personal strengths, tenure and relevant experience. We recognise that the delivery of our
strategy requires the promotion of a high-performing culture, characterised by a diverse and
inclusive Board. The Board is committed to diversity, monitoring its performance against the Board
Diversity Policy, and striving to meet FCA targets on board diversity. The Committee also monitors
the diversity of the Executive Team and wider Senior Management and the talent pipeline.
Set out on page 44 is the detailed report on our gender and ethnic diversity representation for
our Board and Executive Management, as well as our approach to data collection, which is based
on self-reporting. I am pleased to share that our Board composition exceeded the FCA’s gender
diversity targets, with 55.6% of our Directors being women, including our Chair, Chief Financial
Officer, and Senior Independent Director positions being held by female directors.
The Board is also committed to supporting the efforts of the Executive Team on ED&I matters.
There are a number of initiatives underway to promote diversity within Deliveroo as set out in the
People section on page 44. There is a particular focus on increasing opportunities for women
to move into more senior roles in the organisation (particularly in tech) with gender diversity
a specific target under our PSP awards since 2023 (see the Directors’ Remuneration Report on
page 106).
Looking forward
Given the importance of Board and Senior Management succession planning and the monitoring
of diversity to the long-term success of the Company, the Committee will continue to dedicate
significant time and focus to these topics in 2025.
I would like to thank the members of the Committee for their continued commitment throughout
the year, for the open discussions during our meetings, and for their valuable contributions that
support our efforts.
CLAUDIA ARNEY
CHAIR, NOMINATION COMMITTEE
12 March 2025
95
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GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
Reporting on our diversity
Set out on page 97 is the detailed report on our gender and ethnic diversity representation for
our Board and Executive Management, as well as our approach to data collection which is based
on self-reporting. The table on the next page provides our Board and Executive Management
diversity data as at 31 December 2024, our chosen reference date, which has been prepared in
accordance with UK Listing Rule 6.6.6.
For our Board gender diversity, three of the four senior positions on the Board (Chair, CFO and SID)
are held by a woman and 55.6% of the Board of Directors are women. No Directors reported that
they are from an ethnic minority background, with four Directors not specifying/confirming they
prefer not to say.
For Executive Management (which includes our Executive Team and our Company Secretary),
44.4% of our leadership was male versus 55.6% female. For ethnic diversity, Executive Management
comprised 78% white, 11% ethnic minority and 11% not specified/prefer not to say.
There are a number of ongoing initiatives to establish equity and promote diversity within
Deliveroo as set out in the People section on page 44.
Compliance with LR 6.6.6R (9)
FCA Board diversity targets
Board performance as at
31 December 2024
At least 40% of the Board are women. 55.6% of our Board are women.
At least one senior board position (Chair, CEO, CFO
or Senior Independent Director) is a woman.
Each of our Chair, CFO and Senior
Independent Director are women.
At least one member of the Board should be
from an ethnic minority background, excluding
white ethnic groups.
No Directors reported that they are
from an ethnic minority background,
with four Directors not specifying/
confirming they prefer not to say.
Board Diversity Policy applies to the Board
and its Committees and covers aspects such
as ethnicity, sexual orientation, disability and
socio-economic background (in addition to
the previous requirements of age, gender or
educational and professional backgrounds).
Our Board Diversity Policy covers
these requirements.
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96deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Reporting table on sex/gender representation (as at 31 December 2024)
Number
of board
members
Percentage
on the board
Number of senior
positions on the
board (CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 44.4% 1 4 44.4%
Women 5 55.6% 3 5 55.6%
Other categories 0 0.0% 0 0 0.0%
Not specified/preferred not to say 0 0.0% 0 0 0.0%
Reporting table on ethnicity representation (as at 31 December 2024)
Number
of board
members
Percentage
on 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 55.6% 3 7 78%
Mixed/Multiple ethnic groups 0 0.0% 0 0 0.0%
Asian/Asian British 0 0.0% 0 0 0.0%
Black/African/Caribbean/Black British 0 0.0% 0 0 0.0%
Other ethnic groups 0 0.0% 0 1 11%
Not specified/prefer not to say 4 44.4% 1 1 11%
Data collection approach
At the Board level, as part of our annual year-end verification process, Directors voluntarily
self-disclosed their gender and ethnicity. These self-disclosures were used for the review against
diversity targets.
At the Executive Management level, we use data collected as part of wider employee diversity
reporting. Where data can be legally collected, all leaders and employees at Deliveroo are invited
to voluntarily self-report across gender and ethnicity in our human resources information
system (‘Workday’). This data is pulled in aggregate for the Executive Management Team to
remain anonymous. It is made clear to employees that their self-reporting is completely voluntary
and confidential.
97
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GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
COMMITTEE MEMBERS
1,2
Rick Medlock Independent
Peter Jackson Independent
Shobie Ramakrishnan Independent
1
Dominique Reiniche stepped down from the Committee on
23 May 2024.
2
See page 84 for information on Committee attendance.
Focus areas for 2025
• Maintain oversight of the governance of financial
and control matters including continuous
improvement plans.
• Continue to monitor the development and progress of
TCFD reporting.
• Continue to focus on the principal risks to the business
and our risk and internal control framework ahead of
the implementation of the new Code.
Roles and responsibilities
• Monitoring the integrity of the Group’s financial
statements and announcements relating to the
Group’s financial performance, including the review of
significant financial reporting judgements.
• Consideration of the Group’s viability statement and
going concern assessment.
• Advising on whether the Annual Report, taken as a whole,
is fair, balanced and understandable.
• Assessing the effectiveness of the external audit
process and quality, the independence of the external
auditor, and negotiating and approving the terms of
engagement and fees.
• Approving the policy on the engagement of the external
auditor to supply non-audit services and approving
such services and audit tendering.
• Reviewing our whistleblowing procedures (known
internally as ‘Speak Up’) and monitoring investigation
outcomes and follow-up actions.
• Monitoring and reviewing the effectiveness of the
Group’s internal audit function, and the effectiveness
of the Group’s risk management and internal control
processes.
• Advising the Board on the Group’s overall risk appetite,
tolerance and strategy and on the current risk
exposures and future risk strategy.
• Reporting to the Board on how the Committee has
discharged its responsibilities.
The Committee’s Terms of Reference can be found at
https://corporate.deliveroo.co.uk.
RICK MEDLOCK
CHAIR,
AUDIT AND RISK COMMITTEE
As Audit and Risk Committee Chair, I am pleased
to present the Committee’s report for the year
ended 31 December 2024.
Role and composition of
the Committee
The Committee currently has three members including me as
Chair. The Chief Financial Officer and other senior management,
including the VP Finance, VP Assurance and Chief Technology
Officer attend Committee meetings by invitation. The Company
Secretary is secretary to the Committee. Dominique Reiniche
stepped down from the Committee during the year and I would
like to thank her for her support and contribution.
The Committee plays a vital role in assisting the Board by
providing independent challenge and oversight of the integrity
of our financial and non-financial reporting, risk management
and internal controls for the benefit of our shareholders. It is
also responsible for reviewing compliance matters and the work
of both the internal audit function and the external auditor.
We are fully compliant with the Code concerning the
composition of the Committee. The Committee is composed
solely of independent Non-Executive Directors, and all
Committee members have past employment experience in
either finance or accounting, or senior management roles and
have knowledge of financial reporting, the tech sector and/
or international businesses. As Chair of the Committee, I have
previously held a number of CFO positions and I am a qualified
chartered accountant. Further details of the Committee
members’ experience can be found in their biographies on
page 80.
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98deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Committee focus during the year
The Committee met formally six times during the year, with meetings timed to coincide with key
dates in the Group’s financial reporting and audit cycle. The Committee also met separately with
the external auditor and VP Assurance. As Committee Chair I also hold regular private sessions with
the Chief Financial Officer, and senior members of the Finance and Legal teams, and the Company
Secretary, to ensure that open and informal lines of communication exist should they wish to
raise any concerns outside of formal meetings. Additional communications were provided to the
Committee on other various matters as needed. Meeting attendance can be found on page 84.
The Committee has had a busy agenda during FY2024. At each meeting, the Committee reviewed
reports on the activities of the internal audit, risk and compliance functions, which included
the outcomes of internal audits, project assurance reviews, as well as any investigation and
whistleblowing reports. The Committee also monitored the Company’s financial reporting and
risk management processes, the Group’s control environment, the work performed by external
auditors, and any significant legal claims and regulatory matters impacting financial reporting.
Some key areas of discussion during the year included the following.
• The Company’s readiness for the implementation of the new Code requirements, particularly
Provision 29 relating to Board monitoring of the Company’s internal control and risk
management framework, which will apply with effect from our 2026 financial year.
• The review of cyber and data security, IT general controls and resilience processes including
platform security risks and business continuity plans.
In accordance with the Code requirements, the Committee conducted an internally facilitated
review of its performance during the year. The review concluded that the Committee remains
effective, whilst also identifying minor areas for improvement. Further details can be found on
page 92.
Corporate reporting
The Committee was pleased to advise the Board that it had concluded that the FY2024 Annual
Report and Accounts are fair, balanced and understandable. The Report includes the requisite
information for our shareholders to evaluate the Company’s position, prospects, business model
and strategy. Further details on the review process can be found on page 105.
Looking forward
Looking forward, the Committee will concentrate on several priority areas, including key risks
and the ongoing development of the Group’s internal control environment, particularly to ensure
readiness for the new Code Provision 29.
The rest of this report outlines the Committee’s work and matters addressed throughout the
year. It should be read alongside the Independent Auditor’s Report from page 158 and the Group’s
financial statements from page 171. This includes the significant accounting matters and issues
relating to the financial statements, which the Committee assessed, detailed on page 101.
RICK MEDLOCK
CHAIR, AUDIT AND RISK COMMITTEE
12 March 2025
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Main activities during 2024 and following the year-end
The table below provides a detailed overview of the Committee’s activities for the financial year until 31 December 2024 and following the year-end.
Financial and
narrative reporting
• Received regular updates on Group accounting processes and policies, including progress updates related to projects to automate financial reporting
processes and data flows and updates to new judgemental areas.
• Reviewed FY2023 audit/Annual Report processes and recommendations in the external auditor’s management letter, and monitoring of the agreed actions.
• Considered if any additional reporting requirements would apply to the FY2024 Annual Report following the transition to the Equity Shares Commercial
Companies Category.
• Reviewed financial reporting matters, including the approval of market announcements for the interim results and the preliminary 2024 year-end results, as well
as the review and recommendation for approval of the 2024 Annual Report.
• Reviewed plans and process for the preparation of the 2024 Annual Report, including Code and regulatory requirements, timelines, verification and resource.
Risk management
and internal control
• Reviewed the adequacy and effectiveness of the Group’s risk management systems and internal control processes through evaluating: the risk management
framework; the Group risk register; internal audit reports; and business and financial control updates.
• Reviewed preparedness for the new Code requirements particularly, in relation to internal controls.
• Reviewed the Company’s principal risks, including the risk appetite proposal for recommendation to the Board.
• Reviewed information and cyber security, IT general controls and resilience processes, platform security risks, business continuity plans and user access
controls.
• Review and recommendation to the Board of the Group’s insurance programmes, including Directors’ and Officers’ Liability, and Cyber and Corporate Insurances.
Internal audit
• Reviewed the effectiveness of the internal audit function and re-approval of the Internal Audit Charter.
• Reviewed and approved the Internal Audit Plan for FY2025.
• Reviewed reports on internal audit findings and progress on delivery of management actions.
Relationship with
the external auditor
• Reviewed papers from the external auditor detailing the status of their work against the plan and findings and conclusions in respect of their opinion covering
the reporting period.
• Considered and approved the external audit plan for FY2024.
• Assessed the effectiveness of the external audit process and the performance, continued objectivity and independence of the external auditor.
• Reviewed fees for permitted non-audit services, along with the review of the Non-Audit Services Policy and processes.
• Considered and approved the reappointment of Deloitte as external auditor for FY2025.
Governance,
compliance,
whistleblowing
and fraud
• Received an update on the new Code.
• Received an update on non-financial reporting.
• Reviewed progress of financial integrity assurance, business continuity management and embedding of the risk and controls matrix.
• Received regular updates on tax and treasury matters including transfer pricing.
• Reviewed and approved new and/or amended policies including the Treasury Policy and Investment Policy.
• Review of business integrity measures (including the Speak Up process) and other legal and compliance matters including monitoring investigation outcomes
and any appropriate follow-up actions.
• Reviewed and approved amended Committee Terms of Reference.
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Financial reporting and significant financial judgements
The Annual Report seeks to provide the information necessary to enable an assessment of the Company’s position and performance, business model, strategy and principal risks. The Committee
assists the Board with the effective discharge of its responsibilities for financial reporting, and for ensuring that appropriate accounting policies have been adopted and that management has made
appropriate estimates and judgements. In preparing the financial statements for the period, there were a number of areas that required the exercise of a high degree of judgement. These areas have
been discussed with the external auditor to ensure the Group reaches appropriate conclusions and provides the required level of disclosure. The significant issues considered by the Committee in
respect of the Annual Report are set out below.
Significant matters for the year
Significant matters for the year ended
31 December 2024 How the Committee addressed these matters
Provisions and contingent
liabilities
• The Group is subject to various legal and regulatory investigations and challenges across its jurisdictions. Judgement is applied in assessing
each matter on a case-by-case basis, with reference to the criteria set out in IAS 37 Provisions, contingent liabilities and contingent assets
and all the available information in relation to each case, including the existence of an obligation, scope of any claims and the likelihood of any
associated economic outflow, the availability of reliable data for the quantification of any economic outflow, is reviewed to determine whether a
provision or a contingent liability is indicated, and if so the measurement of the amount.
• The Committee discussed the key judgements underpinning the calculation of provisions and contingent liabilities, and the assessment as
to whether an outflow was “probable” or “likely”, in light of the overall risk landscape. The Committee concluded that the judgements made
by management were reasonable, and was satisfied with the associated disclosures. See note 22 and note 32 of the consolidated financial
statements.
Valuation of investment in
subsidiary
• The carrying value of the investment that Deliveroo plc holds in its wholly owned subsidiary, Roofoods Ltd is £3.2 billion (2023: £3.2 billion).
The market capitalisation of the Group at year end was below the carrying value of the investment, constituting an indicator of impairment.
Judgement is exercised when assessing whether the investment value should be impaired. Management prepared a discounted cash flow to
estimate the future cash flows of the Roofoods Group, based on the long-term financial plan, a long-term growth rate, and a discount rate.
• The impairment model is sensitive to a change in any of these key assumptions, individually and in combination. The Committee considered the
key assumptions used in evaluating the recoverable amount of the investment in the subsidiary and the associated sensitivity analysis prepared
by management. The Committee concluded that the assumptions underpinning the discounted cash flow were reasonable and was satisfied
with the related disclosure. See note 7 of the Parent Company financial statements on page 215.
Going concern and viability
statement reporting
• The Committee discussed the Group’s considerations in assessing the appropriateness of adopting the going concern basis of accounting
and considered the financial statement disclosures in respect of adopting the going concern basis in preparing the financial information. The
Committee concluded that adopting the going concern basis and the disclosures given were appropriate. See page 176 to 177.
• The Committee discussed the key assumptions used in evaluating the long-term viability of the Group, the time period for the viability statement
and the stress testing used as a basis for conducting the overall assessment. See page 65.
Capitalised development costs
• Judgement is exercised in identifying the development projects which meet the recognition criteria set out in IAS 38 Intangible assets.
Management has continued to evolve the process of capitalised development costs, making improvements to the way projects are identified
and measured.
• The Committee considered management’s judgements and estimates related to the valuation and recognition of development assets and
reviewed the relevant disclosure. The Committee concurred with management’s judgements and estimates and was satisfied with the
disclosures. See note 3 on page 179.
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Internal audit
Role and independence
The role of the Internal Audit function is to provide independent and objective assurance that
the Company’s risk management and internal control systems are well designed and operate
effectively. The VP Assurance reports functionally to the Committee and administratively to the
Chief Finance Officer. The purpose, scope, independence and authority of internal audit is defined
within its Charter, which is approved annually by the Committee. The Internal Audit function has
unrestricted access to, and communication and interaction directly with, the Committee and the
Board, including in private meetings without management present. The function also liaises with
the external auditor, discussing relevant aspects of their respective activities, which, ultimately
supports the assurance provided to the Committee and the Board.
The Internal Audit and Risk team and the Risk, Compliance and Control team are combined under
a single leader, the VP Assurance. This enables a more integrated, effective and efficient delivery
of risk and assurance activities to drive quicker and more sustainable improvements to risk
management and internal control. The following helps to achieve the independence objectives of
the function:
• the VP Assurance reports separately on the activities of the Risk and Internal Audit teams to
the Audit and Risk Committee and the Board;
• in any instances where the work of Internal Audit audits the activities of the Risk, Compliance &
Control team, an independent senior leader at the same level as the VP Assurance is assigned
to perform quality assurance of the audit work performed;
• the responsibilities of Internal Audit are set out in the Internal Audit Charter which are
considered and approved by the Committee on an annual basis; and
• the effectiveness of the Internal Audit Function is reviewed annually in accordance with the
Internal Audit Charter.
Internal audit plan and actions
The function uses an enterprise-wide risk assessment to provide a risk-based audit plan for the
approval of the Committee. Engagements are selected to provide coverage across the highest-
rated principal risks and to address requests from management, the Committee and the Board.
At each Committee meeting, an update on the activities of Internal Audit is provided. This includes
an update on progress against the Internal Audit Plan, findings arising from audits conducted
and the tracking of remedial actions. The Committee routinely meets independently with the VP
Assurance to discuss the results of the audits performed and to consider any additional insights
obtained on the risk management and control environment across the organisation.
Internal Audit effectiveness
We have undertaken an internal review of the effectiveness of the Internal Audit function in
accordance with the Internal Audit Charter, the Committee’s Terms of Reference, and the Internal
Audit Code of Practice. The review concluded that the Internal Audit Function was operating
effectively, and the responses emphasised the team’s independence, objectivity, and professional
judgement.
Following the review, the Committee considers that the Internal Audit function is effective and
provides appropriate assurance on the controls in place to manage the principal risks facing
the Group.
Internal controls and risk management
The Board is ultimately responsible for the Group’s system of internal controls and risk
management and it discharges its duties in this area by:
• determining the nature and extent of the principal risks it is willing to accept in achieving the
Group’s strategic objectives (the Board’s risk appetite); and
• challenging management’s implementation of effective systems of risk identification,
assessment and mitigation.
The Committee is responsible for reviewing the effectiveness of the Group’s internal control
framework and risk management arrangements. The system of internal control is designed to
manage rather than eliminate the risk of not achieving business objectives, and can only provide
reasonable, and not absolute, assurance against material misstatement or loss. This process
complies with the Guidance on Risk Management, Internal Control and Related Financial and
Business Reporting issued by the FRC. It also accords with the provisions of the Code.
Risk management
Details of the Group’s risk management process and the management and mitigation of principal
risks together with the Group’s viability statement can be found on page 65.
The Board, through the Committee, has carried out a robust assessment of the principal and
emerging risks facing the Group and agreed the nature and extent of the principal risks it is
willing to accept in delivering the Group’s strategy (the Board’s risk appetite). It has considered
the effectiveness of the system of internal controls in operation across the Group for the period
covered by the Annual Report and up to the date of its approval by the Board. This review covered
the Company’s key controls, including financial, operational and compliance controls and risk
management arrangements. Throughout 2024, the Company has continued to mature its systems
of internal control to deliver planned improvements and in response to issues that have arisen or in
response to audit findings. Further work is planned during 2025 to continue to further strengthen
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the Company’s systems of internal control, in particular in preparation for the requirements
of Provision 29 of the new Code. With a view to this new requirement, the Company has already
initiated a programme of work to identify, document and assess the effectiveness of material
controls across its principal risk categories. This project is well advanced and we anticipate having
completed a dry-run for the assessment of material controls in 2025.
During FY2024, the Risk, Control and Compliance team, with the help of risk owners, continued
embedding the risk management and internal control framework and reported to the Committee
regularly on the status of agreed enhancements to key controls, as well as the remediation of
any control deficiencies identified. The Group continues to develop its ‘three lines of defence’
assurance model with the objective of embedding effective risk management and control
throughout the business and providing assurance to the Board and the Committee of the
effectiveness of internal control and risk management across the organisation.
Line 1 Line 2 Line 3
Management Internal compliance
and support functions
Internal Audit
Senior Management and
staff who carry out the
day-to-day operations
own the direct
management of specific
risks in their area of
the business. They are
also responsible for the
effective operation of
controls to mitigate the
risks, and ensure any
challenges in existing
risks of the emergence
of new risks are
identified and controls
are updated accordingly.
A number of second-line
functions, such as Compliance,
Information Security, Legal
and Group Risk, play a role in
the second line to drive risk
management culture, set
out controls and compliance
roadmaps, and provide subject
matter guidance to first-line
management. They also report
on the status of risks and
progress on improvements to
risk management for their risk
areas to the Executive Risk and
Audit and Risk Committees.
The Internal Audit team
performs the testing of
key controls as planned
and agrees with the Audit
and Risk Committee to
provide assurance that
they are designed and
operating effectively.
The team also provides
recommendations
and support to drive
continuous improvement
in the management of
risk and internal controls.
A summary of the key risk management activities undertaken by the Group is included in the Risk
Management and our Principal risks section on page 67 and the viability statement on page 65.
More information on the three lines of defence model can be found in the Risk management and
our principal risks section on page 68.
Internal controls
Our internal control framework is built upon established entity-level controls, which include
mandatory training (as appropriate) in relation to the Group’s key corporate policies. The Group
defines its processes and ways of working through documented standards and procedures,
which guide the way the Group operates.
There are established procedures for the delegation of authority to ensure that decisions are
made at an appropriate level within the business, dependent on either the magnitude or nature
of the decision. This includes the Matters Reserved for the Board and our internal Delegated
Authority Policy.
Access to our IT systems and applications is designed to be provided subject to access
provisioning processes with the principle of ‘least privilege’, as appropriate, to enable an individual
to perform their role and to enforce an appropriate segregation of duties within business
processes.
On joining the Group, all employees are required to confirm that they have read and understood
the key corporate policies, as well as other policies and standards that specifically relate to
their role. Employees are also subject to ongoing training on key policies to reinforce essential
compliance messages.
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External audit
The Committee is responsible for recommending the appointment, reappointment and removal
of the external auditor, as well as ensuring its effectiveness and independence. The Committee
also assesses the qualifications, expertise, resources and independence of the external auditor
and the effectiveness of the audit process. Each year, the Committee reviews the auditor’s
appointment, considers its effectiveness and independence, and provides a recommendation to
the Board and shareholders for their reappointment.
During the period, the Committee approved the terms of engagement with Deloitte for FY2024, the
external audit plan and the proposed audit fee. In line with the Committee’s Terms of Reference
and the Code, the Committee reviewed the effectiveness of the audit process. This evaluation
covered the audit’s quality, the experience of the audit partners, the handling of key judgements,
the auditor’s responses to the Committee’s enquiries, and the level of challenge the auditor
demonstrated in its work and interactions with management. The Committee also reviewed the
external auditor’s performance concerning audits of overseas subsidiaries. Auditor independence
and objectivity were assessed, including the nature of other work performed for the Group.
Based on this assessment and considering the auditor’s continued objectivity, independence and
effectiveness, the Committee believes it is in the best interests of the Company’s shareholders for
Deloitte LLP to continue as the external auditor for the upcoming financial year.
Deloitte was first appointed as auditor of the Group in FY2018, and was reappointed at our AGM
held on 23 May 2024. During the year, Mark Lee-Amies retired and so stepped down as external
audit engagement partner and Mark Tolley stepped into the role. The Company will continue to
monitor auditor tenure, and put the external audit contract out to public tender at least every 10
years, and will seek the rotation of the audit partner in line with regulation. The Committee is also
satisfied that the Company is in compliance with the Statutory Audit Services for Large Companies
Market Investigation Order 2014 (Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) for the financial year under review.
Non-audit services
The Committee recognises that the independence of the external auditor is an essential part of
the audit framework and the assurance that it provides. In line with the FRC’s Ethical Standard,
the Committee has adopted a policy that sets out a framework for determining whether it is
appropriate to engage the Group’s auditor for non-audit services and for pre-approving non-audit
fees. The overall objective of the policy is to ensure that the provision of non-audit services does
not impair the external auditor’s independence or objectivity. The total value of non-audit services
that can be billed by the external auditor will normally be restricted by a cap set at 70% of the
average audit fees for the preceding three years, as defined by the FRC.
The policy sets out the nature of non-audit services for which the auditor may be engaged, as
long as the Committee is satisfied that the safeguards proposed by the auditor are sufficient to
mitigate any real or perceived threats to their objectivity or independence. The following annual
limits and approvals will apply to non-audit fees subject always to the review and approval in
aggregate, twice-annually of any non-audit projects approved by the VP Finance or the CFO, where:
• in any one financial year, the VP Finance has the authority to approve projects, which, in
aggregate, do not exceed £100k, in anticipated or approved fees;
• in aggregate, anticipated and approved non-audit fees in any one financial year exceed £100k,
but are less than £250k, the project(s) must be approved by the CFO; and
• in aggregate, the anticipated and approved fees in any financial year exceed £250k, the
project(s) must be approved by the Committee, in advance of any formal commission.
During FY2024, the external auditor was not engaged to provide permitted non-audit services
(FY2023: nil). Details of fees to the external auditor during the financial year can be found in note
29 to the financial statements.
Audit and Risk Committee Report continued
104deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Financial reporting
Management is responsible for establishing and maintaining adequate internal controls over
financial reporting. These are designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external reporting purposes.
The financial reporting internal control system covers the financial reporting process and the
Group’s process for preparing consolidated accounts. It includes policies and procedures,
which require:
• the maintenance of records, which, in reasonable detail, accurately and fairly reflect
transactions including the acquisition and disposal of assets;
• reasonable assurance that transactions are recorded as necessary to permit the
preparation of the financial statements in accordance with International Financial Reporting
Standards; and
• reasonable assurance regarding the prevention or timely detection of unauthorised use of
the Group’s assets.
There are also specific disclosure controls and procedures around the approval of the Group’s
financial statements.
Whistleblowing (known internally as ‘Speak Up’)
Our whistleblowing platform – supported by our Speak Up Policy – provides an important channel
for employees and other parties to report any concerns regarding suspected misconduct. The
policy is accessible to all employees via the intranet. We regularly reinforce our zero tolerance to
retaliation through communications with employees and encourage colleagues to raise issues,
either in person or confidentially via our digital platform or hotlines, should they wish to do so.
Case management is overseen by the Ethics and Compliance team and reports are independently
investigated by subject matter experts as appropriate.
The Committee receives regular reports on investigation outcomes as well as bi-annual reports
of trends arising from Speak Up investigations. These reports provide the Committee with
perspective on workplace culture and common employee concerns. The Committee assists
the Board in ensuring that effective arrangements remain in place for the proportionate and
independent investigation of such matters as well as appropriate follow-up action, with the
findings reported to the Board as necessary.
Fair, balanced and understandable assurance framework
The Board recognises its duty to ensure that the Annual Report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the
Group’s position and performance, business model and strategy.
Annually, in accordance with the Code and the Committee’s Terms of Reference, the Committee
evaluates and recommends to the Board whether the Annual Report is fair, balanced and
understandable, and whether it offers the necessary information for shareholders to evaluate
the Group’s position and performance, business model and strategy. A well-established process
supports the Committee in making this assessment and recommendation. A similar process is
followed for the Group’s half-yearly financial report.
At its meeting on 10 March 2025, the Committee conducted an assessment on the basis of the
assurance framework set out below, and received confirmation from management that the
assurance framework had been adhered to for the preparation of the 2024 Annual Report.
The key elements of the assurance framework for the assessment are:
• the process by which the Annual Report was prepared, including detailed project planning and
a comprehensive review process;
• a review of the drafting and verification processes and drafts of the Annual Report and
Accounts by the Annual Report Working Group;
• comprehensive reviews undertaken by the Executive Directors, members of the Executive
Team and other members of Senior Management to consider content accuracy, regulatory
compliance, messaging and balance;
• a review of the Annual Report by the Audit and Risk Committee placing reliance on the
experience of the Committee members;
• reports prepared by Senior Management regarding critical accounting judgements and key
financial areas; and
• discussions with, and reports prepared by, the external auditor.
The Committee recommended to the Board that, taken as a whole, the 2024 Annual Report and
Accounts (which the Board subsequently approved) is fair, balanced and understandable and
provides the necessary information for shareholders to assess the Group and Company’s position
and performance, business model and strategy. As such, the ‘fair, balanced and understandable’
statement could be given on behalf of the Directors. The Board’s confirmation is set out on
page 157.
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deliveroo plc Annual Report and Accounts 2024
Audit and Risk Committee Report continued
GOVERNANCE FINANCIALSGOVERNANCE
STRATEGIC REPORT
COMMITTEE MEMBERS
1
Dame Karen Jones DBE (Chair) Independent
Rick Medlock
2
Independent
Shobie Ramakrishnan Independent
Dominique Reiniche Independent
1
See page 84 of the Governance Report for information on
attendance.
2
Rick Medlock stepped down from the Committee on
31 December 2024.
The Remuneration Committee (the ‘Committee’) comprised
four independent Non-Executive Directors during the
financial year. The Company Secretary attended all
meetings of the Committee. During his time in post, the
Interim Chief People Officer attended all meetings of the
Committee. The Chief People Officer and Director of Reward
were both appointed during the year and attended all
Committee meetings from their date of appointment. The
Board Chair, CEO, CFO and other members of the Senior
Management team attended for all or part of a Committee
meeting as appropriate. The Committee’s full terms of
reference are available on Deliveroo’s corporate website at:
https://corporate.deliveroo.co.uk.
Focus areas for 2025
• Further consultation with major shareholders on the
New Policy as may be required ahead of its presentation
to shareholders at the 2025 AGM.
• Determine the outturn of the FY2024 annual bonus and
2022 PSP.
• Set the FY2025 annual bonus and PSP structure,
including appropriate measures and targets.
• Review the employee total reward philosophy
including the reward strategy against the backdrop of
developments in market practice.
• Continue to reinforce the link between Executive
pay, ESG commitments and the key short and long
term strategies of Deliveroo including driving growth,
optimising returns and building capital efficiency.
Roles and responsibilities
• Determine the Policy for the Remuneration of the
Company’s Chair, Executive Directors, Company Secretary
and other members of the senior Executive Team.
• Determine the individual remuneration packages of the
Board Chair, Executive Directors, Company Secretary and
senior Executive Team, within the approved Policy while
taking into account market benchmarks and trends in
the UK Corporate Governance environment.
• Review the application of the Policy, and the implications of
doing so, on an ongoing basis and make recommendations
to the Board on appropriate changes if required.
• Appoint remuneration consultants to advise if required.
• Oversee employee pay practices, including the operation
of the Group’s employee share schemes, ensuring that
incentives remain appropriate and allow us to attract,
retain and motivate the talent necessary to support our
strategic objectives.
DAME KAREN JONES DBE
CHAIR, REMUNERATION
COMMITTEE
Key sections of this report
Section Page
Chair’s annual statement
107
Remuneration at a glance
113
Proposed 2025 Directors’
Remuneration Policy
117
Link between incentives and
strategy
138
Annual Report on
Remuneration
140
Fairness, diversity and
employee considerations
147
Other disclosures
151
Directors’ Remuneration Report
106deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
As Chair of the Remuneration Committee, I am pleased to present
our Directors’ Remuneration Report covering the financial year to
31 December 2024.
The focus of the Committee during the year has been on the attraction, retention and motivation
of talent across the organisation, whilst ensuring that our remuneration framework aligns with
our strategy and reinforces Deliveroo’s values and culture. Our executive talent is the key to our
success and, as there is strong competition for our talent from both UK and global companies,
retention, alignment and motivation remain a high priority for the Committee. Further details on
the work of the Committee during the year are set out below.
Rick Medlock stepped down from the Committee on 31 December 2024. Rick has been a member
of the Committee since IPO, and I would like to thank him for his valuable work and insights during
this time.
Overview of our Company performance and strategic
progress in 2024
During 2024, we continued to make significant progress on profitability through the execution of
our strategy, despite a challenging growth environment. In addition to achieving the milestones of
profit and positive free cash flow, we grew adjusted EBITDA by 52% year-on-year to £129.6 million
(2023: £85m), representing a margin (as a % of GTV) of 1.7%. The Board believes that there is a
significant opportunity ahead of us.
Our financial progress has been characterised by our strong growth in new verticals; as our on-
demand grocery offering continued to grow strongly during the year, now representing 16% of
Group GTV in H2 2024.
We also furthered our commitment to developing our consumer value proposition, focusing on
improving customer experience by maintaining price integrity and aiming for a flawless delivery
experience. Monthly active users (MACs) and average order frequency (AOF), both increased by
1%, despite inflationary pressures faced by consumers. This demonstrated some improvement in
market conditions and positive consumer responses to our CVP initiatives.
For 2025, our mission and strategy remain unchanged, meaning that many focus areas for 2025
are consistent with those in 2024. This is reflected in our remuneration framework for 2025 which
retains performance elements which are important to the growth of Deliveroo, with targeted
changes proposed in our New Policy to ensure Executive Team alignment with shareholders.
2025 Directors’ Remuneration Policy – targeted changes
During 2024 we reviewed the Directors’ Remuneration Policy and sought feedback from
our shareholders and proxy advisers. We will be seeking shareholder approval for the 2025
Remuneration Policy (the ‘New Policy’) at our 2025 AGM being held in May 2025. The current
Directors’ Remuneration Policy (the ‘Current Policy’) was approved at the 2022 AGM with 96.24%
votes in favour. It was developed prior to IPO, with input from investors and stakeholders to ensure
that our reward structures are competitive and flexible enough to attract and retain key talent in
a global marketplace, whilst remaining acceptable to UK shareholders and in line with corporate
governance best practice.
Following the review, we believe that the majority of the Current Policy remains fit for purpose and
will be carried over. Given business and external environment changes over the past three years,
we believe that targeted changes are required for us to continue to recruit, retain and motivate
the top executive talent required to meet our strategic objectives, especially when it comes to
the highly competitive marketplace for skilled tech and data talent.
This shift in context is set out below:
• Broader stock market factors differ from when the Policy was first determined: for example,
the change in Deliveroo’s market capitalisation since IPO and the Company’s transfer to the
ESCC listing category and subsequent admission to the FTSE250 at the end of December 2024.
• The strategy of the business has evolved to balance strong growth whilst maintaining
profitability and cash flow generation.
• Due to stock market fluctuation, there have been consistent challenges in setting credible
3-year absolute TSR targets.
These factors have created challenges for Executives in building up their shareholdings and,
thus, aligning their interests with those of our shareholders. Therefore, we are proposing a small
number of targeted changes to the Current Policy with the aim of addressing these issues.
Key changes to the Remuneration Policy for 2025
We plan to retain the overall structure of the Current Policy comprising base salary, pension,
benefits, annual bonus with deferral, and a performance share plan. To reflect changes in the
external environment and to better support our strategy, we are proposing the following targeted
changes to the Policy, effective from FY2025.
REMUNERATION COMMITTEE CHAIR’S ANNUAL STATEMENT
107deliveroo plc Annual Report and Accounts 2024
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
1. Material reduction in Performance Share Plan (PSP) award level
A reduction of the maximum PSP opportunity from 600% to 400% of salary to reflect Deliveroo’s
position in the stock market.
2. Improved alignment between PSP and Strategy
For FY2025 the PSP performance measures will focus on a single Total Shareholder Return (TSR)
metric of Relative TSR in comparison with the FTSE 250, and we have allocated a portion of the PSP
to the achievement of strategic measures with a particular focus on growth.
The inclusion of strategic measures is to allow for greater alignment of Executives with our
strategic goals and to reward performance outcomes, which are the direct result of executive
input and performance. The Committee believes that this will lead to greater long term value
creation for shareholders and adheres to the principle of paying for performance. By tracking
Relative TSR over time, we assess the effectiveness of our strategic decisions versus our peers
and ensures alignment with our shareholders. More details on the PSP measures and weightings
are set out in the table below and on page 109.
FY2025 PSP performance measures
Adjusted EBITDA
(30%)
To reinforce the Company’s focus on progress around financial
performance and aligning with our drive towards sustainable long-
term profitability.
Relative TSR
(30%)
To reflect shareholder returns and align the interests of Executives
with those of our shareholders.
Strategic
measures (30%)
To focus on the key strategic growth levers which can support
the execution of our strategy through financial and non-financial
measures.
The strategic measures for FY2025 will be growth in New Verticals
customers and Ad Revenue as a % of GTV.
ESG (10%)
Retaining the focus on reduction in Scopes 1 and 2 greenhouse gas
emissions and representation of women in Management. This aligns
with our clear and robust sustainability strategy and the six pillars
of activity which matter most to our stakeholders.
3. One-Off RSP award to the CFO, Scilla Grimble
A key focus for the Committee is to ensure that overall remuneration packages allow us to retain
and motivate the talent needed to achieve our strategic objectives, in a way which ensures
long-term shareholder alignment.
Scilla Grimble was appointed to the Board as Chief Financial Officer in February 2023 and has
proven to be an exceptional leader and member of the Executive Team. Scilla has led the
delivery of financial and operational business performance at speed, whilst setting us up for
future success. Under Scilla’s leadership, Deliveroo has hit key financial milestones in achieving
profitability and positive free cash flow during the year. It is critical for the delivery of our strategy
that we retain Scilla over the coming period.
The Committee believes that Scilla’s exceptional personal performance and contribution over this
period has not been reflected in the outcome of her equity awards. Her first PSP awards granted
in 2023 are expected to lapse in full as a result of the challenging trading and market conditions,
which have driven performance below the stretching thresholds for those awards. The Committee
also noted that a restricted share award had not been granted to Scilla on appointment, despite
our Policy at the time allowing such an award up to a value of 750% of salary.
This creates a misalignment with our shareholders, with Scilla now not expected to receive a
significant equity vesting until at least 2026. It also results in a clear misalignment with other
members of the Executive team who experienced vesting over this period as a result of receiving
part of their equity in restricted shares.
After careful consideration of the above, the Committee is now proposing that Scilla be granted
a one-off restricted share award (‘RSP’) under the new Policy. The award will have a value of 300%
of salary, with terms in line with best practice, including a vesting period of three years followed
by a two year holding period, and an underpin. Key aspects in support of these parameters are as
follows:
• Using an RSP award allows us to support long-term retention in a simple way which optimises
direct and immediate shareholder alignment (in a way which other options, such as increasing
salary or cash bonuses, would not).
• The award size of 300% of salary acknowledges the impending reduction in the normal annual
PSP award size under the new Policy from 600% to 400% of salary, as discussed above. At three
quarters of the new PSP award level, it ensures that over half of Scilla’s total equity award for
2025 will remain performance-linked. It is also less than half of the maximum 750% of salary
RSP award available under the Policy in recruitment scenarios.
• As a RSP aimed at long-term retention, no performance conditions will apply. However, in
line with good practice, an underpin will ensure that there are no payments for failure.
Directors’ Remuneration Report continued
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108deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
The underpin will comprise a holistic view of the Company by taking account of the
following areas:
• the financial health of the Company;
• progress against our key strategic pillars which support Deliveroo’s ongoing growth; and
• consideration of the broader stakeholder experience of our employees and the three-
sided marketplace.
A consideration of these factors will guide the Committee when determining whether any
discretion needs to be applied to the vesting of awards. In the case of significant failure on the
part of the Company or the individual, vesting may be reduced, including to nil.
The Committee is aware that one-off retention awards are relatively unusual for Executive
Directors in the UK market. We discussed the award with our major shareholders as part of our
engagement programme detailed below, and the feedback we received helped to shape the final
proposals. We are also committed to making no further one-off RSP grants to either of our current
Executive Directors during the next Policy period.
4. Other Policy changes
In addition to the above targeted changes, we are also proposing the following.
• CEO participation: The CEO, Will Shu, will participate in the annual bonus and PSP on the same
terms as the CFO from 2025. It was agreed that the CEO would not participate in the incentive
arrangements during the first cycle of the Policy primarily, as he received a significant one-off
award of RSUs on IPO. As these RSUs will have vested fully by April 2028, the Committee has
determined that it is appropriate for the CEO to participate to ensure a market competitive
remuneration package.
• Bonus deferral: The Policy on bonus deferral will be amended. Whilst 50% of any annual bonus
earned will continue to be deferred into shares for three years, this will reduce to 25% deferral
once an Executive has achieved their minimum shareholding requirement. This is intended to
support the delivery of competitive cash compensation where the shareholding requirement
has been met. Will has significant shareholding as a founder. His deferral condition will be the
same as for the CFO, Scilla Grimble, in each year. As Scilla has not yet met the in-employment
shareholding guideline, 50% of any bonus earned by both Will and Scilla in respect of FY2025
will be delivered in cash and 50% will be delivered as equity (DSP) deferred for three years,
subject to continued service.
• Minimum shareholding requirement: This requirement will be reduced from 800% of salary
to 400% of salary. This reflects the reduction in annual PSP maximum opportunity whilst
retaining a market leading level of shareholding requirement. The five-year period to meet the
shareholding requirement will remain.
5. Engagement on the New Policy
I engaged with our major shareholders, representing approximately 52% of the Company’s issued
share capital and with certain proxy advisers, through written correspondence and meetings.
Whilst views on the proposed New Policy naturally vary across the stakeholder group, I was
pleased that, whilst views naturally vary across the stakeholder group, a sizeable majority of those
who we engaged with were broadly supportive of the rationale for the changes, noting that the
proposals are fair and well considered. This valuable feedback we received was discussed with
the Committee and was factored into the Committee’s consideration of the New Policy.
The Committee believes that the targeted changes provide a balanced approach to remuneration
and will ensure that Deliveroo has the necessary tools to attract, retain and motivate our
Executives to support our strategic and financial goals over the next three-year period. I would
like to thank those who took part in the consultation.
The planned implementation of the New Policy in 2025 is further detailed below and in the ‘At a
Glance’ section on page 113. The full Directors’ Remuneration Policy is set out on page 117.
Executive Remuneration
Annual bonus outcome for FY2024
The only Executive Director participating in the FY2024 bonus is the CFO, Scilla Grimble. The
formulaic outcome for her bonus was 47.5 % of her maximum opportunity of 180%. She earned a
bonus of £440,325 for FY2024, half of which will be deferred into shares for three years.
When assessing the annual bonus outcome, the Committee considered several factors, including
progress against the Board-approved plan and budget and the wider stakeholder experience
during FY2024. It was determined there was no need for discretion to be exercised to adjust the
formulaic outcome.
Overall, 6.2% GTV growth was achieved in the year, despite some market headwinds in France and
Hong Kong. The adjusted EBITDA outcome of £129.6 million versus a target of £125.0 million reflects
performance above target for the year. During 2024 we continued to drive efficiencies in our cost
base. The service metrics were selected with the specific purpose of improving the customer
experience. Performance reflected progress in both addressing cancellations and rejections, as
well as order inaccuracy.
PSP awards vesting in FY2024
The 2021 PSP awards granted in May 2021 to the former CFO and other members of the Executive
Team, were due to vest on 15 May 2024. The performance period of the awards was from
31 March 2021 to 31 March 2024, with the start price taken as the share price of £3.90 as at
IPO. Vesting was based on the ranking of Deliveroo’s TSR relative to the TSR performance of the
109
deliveroo plc Annual Report and Accounts 2024
Directors’ Remuneration Report continued
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constituents of the FTSE 100 at grant, as well as the absolute TSR performance (as set out on
page 143), with both conditions needing to reach threshold for vesting. For the satisfaction of
the absolute TSR growth condition, the share price had to reach £5.19. As this share price was not
achieved in the appropriate time period, the awards lapsed in full. The full TSR matrix is disclosed
in the Directors’ Remuneration Report on page 143. The Committee determined that there was
no need to apply any discretion to the vesting outcome in the year and the Remuneration Policy
operated as intended. Note that neither of the current Executive Directors have awards under the
2021 PSP.
Implementation of the New Policy for FY2025
If approved by shareholders at the AGM, the New Policy will apply for three years from 2025.
Base salary and fees
Salary increases of 2% (rounded to the nearest £’000) were awarded to both Executive Directors
effective 1 January 2025. Salaries for FY2025 are:
CEO Will Shu: £630,000; and CFO Scilla Grimble £525,000.
The fee for the Board Chair and the base fee for the Non-Executive Directors were also increased
by 2% (rounded to the nearest £’000), effective 1 January 2025. No increases were made to
additional fees for the Non-Executive Directors. Fees for FY2025 are: Board Chair fee: £446,000; and
NED Base fee: £95,000.
These increases are below the average increase being awarded to the wider employee population
of c.3.2%.
Annual bonus
Will Shu will participate in variable pay structures from 2025. The maximum bonus opportunity for
Will Shu and Scilla Grimble in the year is 180% of salary (unchanged for Scilla in the New Policy). Half
of any bonus earned will be delivered in cash, with the remaining half granted in Company shares
and deferred for three years subject to continued employment. This will reduce to a 25% deferral
once an Executive has achieved their minimum shareholding requirement. Given his significant
shareholding as founder, the position for Will Shu is that the percentage of his bonus to be
deferred will be the same as the percentage for Scilla Grimble’s each year.
For FY2025, the annual bonus will continue to incorporate GTV growth and adjusted EBITDA
measures, equally weighted at 45% each, and a measure based on growth of Plus MACs (monthly
active customers) measure with a 10% weighting which directly aligns with our strategy to
improve retention and engagement. The Committee is satisfied that the structure of the bonus
continues to be relevant and fit for purpose, and the measures selected support our key focus
areas for the upcoming year. The targets for the annual bonus are considered commercially
sensitive and so will be disclosed in full in next year’s Annual Report.
PSP award
For FY2025, Scilla and Will will be granted a PSP award of 400% of salary, as per the proposed
maximum opportunity of awards under the New Policy.
Performance under the PSP award will be assessed using four independent categories: adjusted
EBITDA (30%), Relative TSR (30%), strategic measures (30%) and ESG (10%). The inclusion of strategic
measures is aimed to ensure that the delivery of outcomes is aligned to Deliveroo’s strategic goals
such as developing new verticals over the long term. Such outcomes are more closely impacted
by executive performance, thereby strengthening the link between pay and performance and
Executives and shareholders. The Committee believes that this will lead to greater long-term value
creation for shareholders and adheres to the principle of paying for exceptional performance.
The strategic measures chosen for the FY2025 PSP are centered on accelerating growth in
our new verticals and expanding revenue opportunities while supporting our customer value
proposition. Market performance-based Relative TSR will continue to have a significant weighting
of 30% maintaining alignment between Shareholders and the Executives. Maintaining the inclusion
of an adjusted EBITDA metric is appropriate as it reinforces our drive towards sustainable long-
term profitability, clearly aligns with our business strategy, and incentivises management as an
area more directly within their control. Lastly, the Committee remains committed to fostering a
direct link between Executive pay and our long-term ESG Strategy. Building on our progress made
in the last year we have set more ambitious reduction targets under the PSP, with 25% reduction
compared to our 2022 emissions baseline at threshold performance, and a 35% reduction vs
baseline at maximum. We have maintained the scope of the representation of women metric for
the FY2025 PSP beyond senior levels to include L4+ and set more ambitious representation targets
than the previous year’s grant, focusing on delivering more against our representation targets.
The awards have maintained the underpin on technology roles to help deliver enhanced progress
against our targets for a historically underrepresented area in the business. More details on this
are included later in this letter.
The Committee considered the PSP measures against Deliveroo’s mission and long-term strategy
and concluded that the measures would incentivise the delivery of our strategy and goals.
Further details on the implementation of the New Policy for FY2025 can be found on page 145.
Directors’ Remuneration Report continued
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110deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Other key focus areas for the Committee
Support for the Committee
The Committee is pleased to welcome new Chief People Officer (‘CPO’), Laura Hagan, who joined the
Executive Team on 2 September 2024. Laura is a highly experienced HR leader, having joined from
UK founder-led business Gymshark. Laura previously held Chief HR Officer roles at Tate and Lyle,
and Dyson. The Committee is appreciative of the efforts and support of Tony Murphy who acted as
Interim CPO during the past year.
Deliveroo’s employee total reward philosophy
The Committee is responsible for decisions on Executive compensation. However, the Committee
also reviews the remuneration arrangements and employment conditions of the wider
organisation and takes these into account when considering Executive remuneration. Our
team members are the driving force behind our strong performance and the execution of our
strategy, and so we remain committed to ensuring that they are paid competitively and fairly. The
Committee considers employee reward decisions, ensuring that pay and incentive programmes
align with Deliveroo’s business strategy and support our values.
During 2024, the Committee continued to review the total reward philosophy. We considered the
approach to equity grants and adopted a more targeted approach to employee equity, grounded
in our talent strategy principles and taking into account our objectives, costs and the impact
on overall dilution. Our approach continues to provide a flexible remuneration framework for the
organisation and has informed and supported effective new senior hires in key positions since its
adoption at the end of 2022.
The Committee monitors the dilutive effect of share-based compensation and acknowledges
the importance of the prudent management of the dilution of shareholder capital. The more
targeted approach to our total reward philosophy, along with the Company’s EBT share purchase
programme, has had a positive impact on limiting the effects of dilution. Our more targeted
approach ensures that senior staff, with an impact on delivering against our growth strategy and
driving value are incentivised through equity based incentives. The Committee will continue to
keep this under review, taking into account the Investment Association guidance, last updated at
the end of 2024.
Employee engagement
The Board is committed to fostering a productive, ongoing dialogue with employees to help
us understand and take into account their concerns, and to help create an environment
where Deliveroo is a great place to work for all. To ensure employees have the opportunity to
provide feedback on the direction of changes within the organisation and employee matters,
the Committee and the Board utilise various channels to understand workforce engagement,
including reports they receive from the dedicated Employee NED, Dominique Reineche, and
regular updates from the Chief People Officer. More information regarding our engagement with
employees and other key stakeholders can be found in the Stakeholder statement on page 38 and
within the People section on page 44.
Delivering progress against our ESG strategic pillars
Deliveroo supports the ongoing importance of ESG and the impact it has on our marketplace
communities, employees, partners, riders and other stakeholders. The Sustainability review on
page 50 sets out the good progress made during 2024 against our six key pillars of focus under
our Sustainability Strategy.
The Committee has remained committed to strengthening the link between Executive pay
and delivery against its sustainability targets. The Committee has done so by setting robust
performance targets against which progress is measurable. The Committee maintained the
inclusion of Scope 1 and Scope 2 emissions reduction targets as part of the 2024 PSP and are
pleased with the reduction of 21.1% achieved during 2024 compared to the previous year, with a
23.2% decrease vs the 2022 baseline. During the year, Deliveroo pursued these targets by investing
in energy-saving capital improvements in carbon intensive markets, targeting increased carbon
efficiency across Editions kitchens and invested in e-bike partnerships in more markets. For the
2025 PSP we will continue to target execution against our Scope 1 and Scope 2 targets through
buying green energy, and improving carbon efficiency in all of our key marketplaces.
The 2024 PSP grants also included targets of increasing female representation across the
business at levels 4 and above (mid-senior management), with an underpin on technical roles
to address historic imbalances in representation which also reflect the external market.
Representation targets have been applied across all talent pipelines. For the 2025 PSP, we are
retaining these targets to increase female representation to continue our progress in building a
gender-balanced workforce that more closely reflects the wider population.
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REMUNERATION COMMITTEE CHAIR’S ANNUAL STATEMENT
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Looking to the future
The Committee continues to support the Group’s strategic priorities by carefully balancing the implementation of
the Remuneration Policy, whilst also monitoring market conditions. We are committed to equipping Deliveroo with
the necessary tools to attract, retain and motivate talented Executives to achieve our ambitious plans in a highly
competitive global marketplace, whilst also considering the implications for the Company and our shareholders.
I look forward to your support for this Directors’ Remuneration Report and for the New Policy, which will be subject to
shareholder vote at our AGM in May 2025.
Should you wish to discuss any aspect of this Remuneration Report, I would be happy to hear from you. You can reach
me via the Company Secretary, Catherine Sukmonowski. I will also be present at the Company’s AGM in May 2025 to
provide further clarification and answer any questions you may have.
On behalf of the Committee and the Board.
DAME KAREN JONES DBE
CHAIR, REMUNERATION COMMITTEE
12 March 2025
Directors’ Remuneration Report continued
REMUNERATION COMMITTEE CHAIR’S ANNUAL STATEMENT
112deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Key activities for the Committee during FY2024
• Review and refine the Directors’ Remuneration Policy (‘Policy’) and consultation with major shareholders on the proposed
changes to the Policy to be presented for a shareholder vote at the 2025 AGM.
• Determine the outturn of the FY2023 annual bonus and FY2021 PSP.
• Set the FY2024 annual bonus and PSP structure, including appropriate measures and targets.
• Oversee the ongoing implementation of the wider employee total reward philosophy.
• Monitor developments in market practice.
• Oversee employee pay arrangements, including engagement on pay, and use them as context for setting executive pay.
• Continue to reinforce the link between Executive pay, ESG commitments and the key short and long-term strategies of
Deliveroo including driving growth, optimising returns and building capital efficiency.
Implementation of Executive Director remuneration in FY2024
Fixed pay and shareholding
Base salary
With effect from
1 January 2024: 3% Increase,
below the average increase
of the wider workforce
of c.4%
Will Shu (CEO): £618,000
Scilla Grimble (CFO): £515,000
Pension
All Executive Directors are entitled to receive
contribution to the Group pension plan, receive cash
in lieu of pension or a combination of the two up to a
maximum of 5% of base salary.
Will Shu (CEO) elected to receive a combination of
pension contributions and cash in lieu of pension to a
total of 5% adjusted for Employer NI contributions.
Scilla Grimble (CFO) received cash contributions in lieu
of pension to the value of 5% of base salary.
Benefits
These included Private Medical Insurance, tax
advice, and any other benefits in kind received
in the year.
Will Shu (CEO): £71,392
Scilla Grimble (CFO): £3,571
Shareholding requirements
Executive Directors are currently required to build a
shareholding equal to 800% of salary.
Shareholding (as a % of salary) as at 31 Dec 2024:
Will Shu (CEO): 23857%
Scilla Grimble (CFO): 73%*
* Shares which count under the guideline have been
calculated in line with the Investment Association (IA) latest
recommendations in the 2024 Principles of Remuneration
The ex-CFO, Adam Miller, is required to hold the lower
of 800% salary or existing shareholding for two years
from his leaving date, until 17 February 2025. As at
31 December 2024, Adam’s holding was equal to c.329%
of his salary on leaving.
REMUNERATION AT A GLANCE
113deliveroo plc Annual Report and Accounts 2024
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Annual bonus
Maximum opportunity
(% of salary)
Will Shu (CEO): n/a
Scilla Grimble (CFO): 180%
*
Will Shu did not participate
in the annual bonus
arrangements in 2024.
Outcome
(% of maximum opportunity)
Will Shu (CEO): n/a
Scilla Grimble (CFO): 47.5%
£ value
Will Shu (CEO): n/a
Scilla Grimble (CFO): £440,325
50% of Scilla Grimble’s bonus will be deferred into
shares under the DSP for three years.
Performance measure Weight
Actual
Outcome
GTV growth 45% 16.6%
Adj. EBITDA 45% 27.7%
Service-improvement
in customer service
outcomes 10% 3.2%
100% 47.5%
50% delivered in cash and 50% delivered as equity
deferred for three years from grant, subject to
continued service.
Malus and clawback provisions apply.
Actual
Outcome
Formulaic
Outcome
Weight
45%
45%
10%
16.6%
27.7%
3.2%
16.6%
27.7%
3.2%
GTV growth Adj. EBITDA
Service improvement
Equity Awards (includes PSP and RSP)
Awarded in FY2024
(% of salary)
Will Shu (CEO): n/a
Scilla Grimble (CFO): 500%
* Will Shu did not participate in
the PSP arrangements in 2024.
5%
30%
5%
30%
30%
Absolute TSR Rel. TSR Adj. EBITDA
Reduce Scope 1 and 2 emissions
Representation of women at level 4+
PSP vesting in FY2024
The performance period set for the 2021 PSP
ended on 31 March 2024 with performance
conditions not being met. Awards therefore
lapsed in full on 15 May 2024.
Will Shu does not participate in PSP
arrangements under the Current Policy.
Scilla Grimble was not employed at the time
the awards were made and, therefore, no PSP
awards vested for her in FY2024.
Adam Miller, the previous CFO, held 451, 291
shares under the 2021 PSP after pro-ration. The
award lapsed in full.
Other awards vesting in FY2024
Scilla received a buy-out RSP award of 129,932 options
upon joining, which vested on 31 March 2024.
Directors’ Remuneration Report continued
REMUNERATION AT A GLANCE
114deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Intended Policy implementation for FY2025
Fixed pay and shareholding
Base salary
With effect 1 January 2025:
2% Increase
Will Shu (CEO): £630,000
Scilla Grimble (CFO): £525,000
The average increase of the
wider workforce is c.3.2%
Pension
All Executive Directors are entitled to receive
contributions to the Group pension plan, cash in
lieu of pension or a combination of the two up to a
maximum of 5% of base salary.
Benefits
Include Private medical insurance, tax
advice, Deliveroo Plus subscription (free to all
employees) and any other benefits in kind paid
in the year.
Shareholding requirements
Executive Directors will be required to build an in-
employment shareholding equal to 400% of salary.
The lower of existing shareholding or 400% of salary will
be held for two years post-cessation.
Annual bonus
Maximum opportunity
(% of salary)
Will Shu will be included in
annual bonus arrangements
with effect from
1 January 2025.
Will Shu (CEO): 180%
Scilla Grimble (CFO): 180%
Performance measures
45%
45%
10%
GTV Growth Adj. EBITDA Growth in Plus
FY2025 will include growth of Plus MACs. Annual bonus
targets for FY2025 are commercially sensitive and will be
disclosed in full in the 2025 Directors’ Remuneration Report.
Will has significant shareholding as a founder. His deferral condition will be the same as for the CFO,
Scilla Grimble, in each year. As Scilla has not yet met the in-employment shareholding guideline, 50% of
any bonus earned by both Will and Scilla in respect of FY2025 will be delivered in cash and 50% will be
delivered as equity (DSP) deferred for three years, subject to continued service.
Malus and clawback provisions apply.
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REMUNERATION AT A GLANCE
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
PSP award
Face value
(% of salary)
Will Shu will be included in
the PSP with effect from
1 January 2025.
Will Shu (CEO): 400%
Scilla Grimble (CFO): 400%
Performance measures
30%
5%
30%
15%
15%
5%
Adj. EBITDA
Relative TSR vs FTSE 250
Ad revenue as a % of GTV
Growth in new verticals customers
ESG: Reduction in Scopes 1 and 2 emissions
ESG: Representation of women at level 4+
Details of the performance conditions that will apply to the FY2025 PSP awards are set out in the
table below:
Measure Weighting
Ranges
Threshold
(25% of max
vesting)
Target
(50% of max
vesting)
Maximum
(100% of max
vesting)
Relative TSR 30% 50th percentile
Straight line
vesting
between
threshold and
maximum 80th percentile
Adjusted EBITDA 30% To be disclosed at vesting
Strategic
Measures
Ad Revenue as a
% of GTV 15% 2.0% 2.2% 2.4%
Growth in New
Verticals customers 15% 9% 13% 17%
ESG
element
Reduction in scopes 1
and 2 greenhouse gas
emissions 5%
25% reduction
compared to
2022 baseline
Straight line
vesting
between
threshold and
maximum
35% reduction
compared to
2022 baseline
Representation of
women at L4+ 5%
42% women
(with an
underpin
of 27% in
Tech) 44% women
One-Off RSP award to the CFO, Scilla Grimble
Face value
(% of salary)
Scilla Grimble (CFO): 300%
Awards will vest after three-years and will be subject to a two-year holding period.
No performance conditions will be attached.
Awards will be subject to a performance underpin.
Directors’ Remuneration Report continued
REMUNERATION AT A GLANCE
116deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
This section contains Deliveroo’s proposed Directors’ Remuneration Policy (the ‘Policy’) that will
govern the Group’s future remuneration payments. The Policy is intended to apply for three years
if approved, taking effect following Deliveroo’s 2025 Annual General Meeting (‘AGM’). The Policy has
been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008 as amended, and the provisions of the current UK Corporate
Governance Code and the Listing Rules. The Board delegated its responsibility to the Committee to
establish the Policy on the remuneration of the Executive Directors and the Board Chair. The Board
has established the Policy on the remuneration of the other Non-Executive Directors.
The Committee sets the Policy for Executive Directors and other senior Executives, aligning the
Company’s immediate and long-term strategic objectives and the interests of our shareholders.
The Committee monitors the variable pay arrangements to take account of risk levels, ensuring an
emphasis on long-term and sustainable performance. The Committee oversees the operation of
employee pay practices, including the operation of the Group’s employee share schemes, ensuring
that incentives for employees support the culture, values and talent strategy of the Company.
In order to manage conflicts of interest, no Director or employee participates in discussions
pertaining to their own remuneration. The Committee reviews the performance of its external
advisers on an annual basis to ensure that the advice provided is independent of any support
provided to management.
The previous Policy, approved at the 2022 AGM, was the first Policy Deliveroo adopted following IPO.
As such, an extensive review was undertaken to ensure that the Policy remains appropriate in a UK
corporate governance context, and flexible enough to allow the Company to compete for talent
globally. The Committee believes that whilst the Policy generally remains fit for purpose and in line
with UK Corporate Governance Code best practice, given the business and external environment
changes over the past three years, some changes are required to specific elements of the Policy
to best service the Company’s current context and strategy. The proposed Policy continues to
reflect Deliveroo’s remuneration principles.
In developing the Policy, the Committee has remained mindful that Executive pay is an area of
interest to the public and to our stakeholder base, which includes employees, restaurant and
grocery partners, customers, riders, wider communities and shareholders). As such, remuneration
practices must be clear and transparent. The Committee has sought to ensure that full
transparency is provided. The key changes to the Policy are summarised in the Chair’s annual
statement.
Development of the Policy
Deliveroo’s remuneration framework is underpinned by a core set of principles designed to ensure that remuneration achieves the following objectives cascaded through the business:
Objective Rationale
Competition for
talent
A key component of our strategy is to innovate and invest to develop our employee value proposition (‘EVP’) to build a durable competitive advantage. This is critically
dependent on having the right people to achieve this. We continue to compete for skilled talent with well-established online food delivery companies, new market entrants,
other online platforms and technology companies, as well as emerging competition from the likes of grocers and large restaurant chains. We also compete with other public
companies in attracting talent with the right broader skills to support our organisation as it evolves.
In response to this, the remuneration framework is flexible and competitive by providing for a significant weighting on variable remuneration for our Executive Directors.
This is consistent with the leveraged pay models offered by many of our competitors, whilst still ensuring that our overall incentive levels are capped. The Policy also
provides flexibility to enable the use of restricted shares in exceptional recruitment circumstances to reflect remuneration practices adopted by our global competitors
for talent but with the proviso that we will not overpay for talent.
The remuneration framework has been reviewed to ensure its continued appropriateness in supporting our strategy going forward and to deliver an enhanced
shareholder experience, to reflect the UK market practice and align to our ambitious talent strategy.
Attract, retain
and motivate
senior Executives
It is critical to the Group’s success that we attract, retain and motivate talented and experienced senior Executives to execute our strategy and to innovate, grow and
scale our business in the best interests of our shareholders and wider stakeholders.
The remuneration framework is designed to do both by providing highly competitive long-term performance-based rewards, which serve as a retention and motivational
tool, as well ensuring alignment between senior Executives and shareholders.
DIRECTORS’ REMUNERATION POLICY
117deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Objective Rationale
Pay for
exceptional
performance
The remuneration framework is designed to ensure that there is a clear link between remuneration outcomes, exceptional business performance and the generation of
long-term sustainable value.
As the overall remuneration structure is weighted towards long-term incentives, this ensures that there is strong alignment between the interests of Executives,
shareholders and wider stakeholders. Both the annual bonus and long-term incentive awards are subject to stretching performance targets linked to the annual
business plan and longer-term strategy.
Acceptability
in the UK listed
company
environment
We are mindful that we are a UK listed company and so the key ongoing components of the executive remuneration structure under the Policy align with that followed by
the majority of FTSE companies. The Policy terms comply fully with the UK Corporate Governance Code.
Policy for Executive Directors
The following table summarises each element of the Policy for the Executive Directors, explaining how each element operates and links to the Group’s strategy.
Base salary
Purpose
To provide a base level of remuneration to attract, retain and motivate Executive Directors with the necessary experience and expertise to deliver the Group’s strategy.
Operation
Salaries are set on appointment and will be reviewed annually; any changes are normally effective from the beginning of the financial year. Where there is a change in
position of responsibility, or if the Committee deems it appropriate, an out-of-cycle review may be undertaken.
When determining base salary levels, the Committee will consider factors, including:
• remuneration practices within the Group;
• change in scope, role and responsibilities;
• the performance of the Group;
• the experience of the Director;
• the economic environment; and
• when the Committee determines a benchmarking exercise is appropriate, salaries within the ranges paid by the companies that the Committee believes are
appropriate comparators for the Group.
Maximum
potential value
There is no maximum limit. Any increase to Executive Directors’ salaries will generally be no higher than the average increase for the UK employees. However, a higher
increase may be proposed in the event of a role change or promotion, or in other exceptional circumstances.
Individuals who are recruited or promoted to the Board may, on occasion, have their salaries set below the targeted policy level until they become established in their
role. In such cases, subsequent increases may be higher than the general increases for the general employee population until target salary positioning is achieved.
Performance
metrics
n/a
DIRECTORS’ REMUNERATION POLICY
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118deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Pension
Purpose
To provide market competitive retirement benefits.
Operation
Executive Directors may be entitled to a contribution to the Group’s defined contribution pension plan, a cash payment in lieu of pension (subject to normal statutory
deductions), or a combination of pension contributions and cash in lieu of pension.
Maximum
potential value
Executive Directors are currently eligible to participate in the Group-wide defined contribution pension plan on the same terms as the majority of UK employees.
The maximum value is either currently 5% of salary or cash in lieu paid at the same rate. If there are any changes to the contribution rates for the majority of the UK
employee population, this will also apply to current and future Executive Directors.
For Executive Directors based outside of the UK, local pension arrangements will apply.
Performance
metrics
n/a
Benefits
Purpose
To provide market competitive benefits which help to recruit and retain Executive Directors.
Operation
Executive Directors receive benefits which include, but are not limited to, private health cover, UK and home country personal tax advice, free Deliveroo Plus subscription
(which is available to all employees) and the occasional use of corporate private security, from time to time, as necessary.
Other market standard benefits, including, but not limited to, one-off relocation allowances or expatriate benefits, may be provided, as deemed appropriate by the
Committee. Different benefits may apply in the context of the Executive Director’s location.
Maximum
potential value
Benefits are set at a level appropriate to the individual’s role and circumstances. The maximum opportunity will depend on the type of benefit and cost of its provision,
which will vary according to the market and individual circumstances.
Performance
metrics
n/a
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Annual bonus
Purpose
To incentivise and reward the delivery of challenging annual financial and operational targets in support of the delivery of the Board-approved budget.
Operation
The annual bonus is subject to performance measures approved by the Committee for the financial year. At the end of the performance period, which lasts for one
financial year, the Committee assesses the extent to which the performance targets have been achieved and approves the final outcome.
If an Executive Director has not met the shareholding guideline (see page 144), one-half of the bonus earned will be paid in cash and the remainder will be provided as
a deferred award of shares under the Deliveroo incentive Plan (DIP) (the DSP award), which vest after three years subject to continued services. No further performance
conditions will apply to DSP awards.
In the event that the Executive Director has met the shareholding guideline (see page 144), three quarters of the bonus earned will be paid in cash and the remainder
will be provided as a deferred award of shares under the Deliveroo incentive plan (the DSP award), which will vest after three years subject to continued services. No
further performance conditions will apply to DSP awards.
Participants may be entitled to dividends or dividend equivalents (where applicable) on DSP awards representing the dividends paid during the vesting period.
Malus and clawback provisions apply as set out on page 125.
Maximum
potential value
The maximum bonus opportunity is 180% of salary for Executive Directors.
For threshold performance, 25% of the maximum opportunity will pay out. For on-target performance, 50% of the maximum opportunity will pay out. There will be no
payout if threshold performance is not achieved.
Performance
metrics
The annual bonus will be based on stretching financial, strategic and operational measures with the majority of the bonus (at least 50%) being linked to financial
measures.
The Committee may amend the measures used each year in line with the Group’s general business strategy and may vary weightings from year to year.
The Committee will have the discretion to adjust bonus outcomes if it believes the outcome is not a fair and accurate reflection of the business performance, the
individual’s personal performance and/or such other factors as the Committee may consider appropriate, including, but not limited to, share price performance. The
exercise of this discretion may result in a movement in the amount of bonus earned resulting from the application of performance measures.
In exceptional circumstances, where the Committee believes the original measures and/or targets are no longer appropriate, the Committee has discretion to amend
performance measures and targets during the year.
Any adjustments or discretion applied by the Committee will be fully disclosed in the following year’s Remuneration Report.
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Restricted Share Plan Award (RSP)
Purpose
To provide Scilla Grimble with an exceptional one-off award. A key focus for the Committee is to ensure that overall remuneration packages allow us to retain and
motivate the talent needed to achieve our strategic objectives, in a way which ensures long-term shareholder alignment. Scilla Grimble was appointed to the Board
as Chief Financial Officer in February 2023 and has proven to be an exceptional leader and member of the Executive Team. Scilla has led the delivery of financial and
operational business performance at speed, whilst setting us up for future success. Under Scilla’s leadership, Deliveroo has hit key financial milestones in achieving
profitability and positive free cash flow during the year. The Committee believes that Scilla’s exceptional personal performance and contribution over this period has not
been reflected in the outcome of her equity awards.
Note: it is only intended that a single exceptional RSP award is made to the CFO, Scilla Grimble in 2025. The Committee does not intend to make further restricted
shareawards to current Executive Directors for the duration of the Policy. The Committee may deem it appropriate to make awards under the RSP in the recruitment of
Executive Directors.
Operation
The award will be made under the Deliveroo Incentive Plan (DIP). Under the DIP, the Committee may award Executive Directors restricted shares.
This RSP award will vest three years from the date of grant, and vesting will be subject to an underpin and continued service.
A two-year holding period will apply following the three-year vesting period for this award, during which the CFO may not normally dispose of their vested shares except
such numbers as is necessary to pay tax and social security contributions arising in respect of the award.
Scilla Grimble may be entitled to dividends or dividend equivalents (where applicable) on the shares representing the dividends paid during the vesting and holding
period.
Malus and clawback provisions apply as set out on page 125.
Maximum
potential value
The grant of this award will be 300% of salary.
Performance
metrics
The award will have a vesting period of three years followed by a two year holding period. As an RSP aimed at long-term retention, no performance conditions will apply.
However, an underpin will ensure that there are no payments for failure.
The underpin will comprise a holistic view of the Company by taking account of the following areas:
• the financial health of the Company;
• progress against our key strategic pillars which support Deliveroo’s ongoing growth; and
• consideration of the broader stakeholder experience of our employees and the three-sided marketplace.
A consideration of these factors will guide the Committee when determining whether any discretion needs to be applied to the vesting of awards. In the case of
significant failure on the part of the Company or the individual, vesting may be reduced, including to nil.
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Long-term incentive plan (PSP)
Purpose
To reward and incentivise the delivery of long-term performance and shareholder value creation linked to the business strategy.
Operation
Long-term incentive awards are made under the Deliveroo Incentive Plan (DIP). Under the DIP, the Committee may award Executive Directors annual grants of share
awards, which are subject to performance conditions (PSP awards). PSP awards may be in the form of conditional awards or nil or nominal cost options.
PSP awards will normally vest three years from the date of grant and vesting will be subject to continued service and the achievement of stretching performance
measures. A two-year holding period will apply following the three-year vesting period for PSP awards granted to the Executive Directors, during which the Executive
Directors may not normally dispose of their vested shares, except such numbers as is necessary to pay tax and social security contributions arising in respect of their
PSP awards.
Participants may be entitled to dividends of dividend equivalents (where applicable) on the shares representing the dividends paid during the vesting and holding
period.
Malus and clawback provisions apply as set out on page 125.
Maximum
potential value
The normal annual maximum grant level of PSP awards for Executive Directors will be 400% of salary. The maximum annual value of the PSP awards in exceptional
circumstances will be up to 750% of salary and this will only apply in the case of recruitment of an Executive Director (discussed further on page 127).
For threshold performance, no more than 25% of the PSP award will vest. For on-target performance, 50% of the maximum opportunity will vest. The award will lapse if
threshold performance is not achieved.
Performance
metrics
Vesting of PSP awards will be based on challenging performance targets, which will relate to financial, strategic and/or operational measures linked to the Group’s
business plan and shareholder returns. The majority of the award (at least 50%) will be linked to financial measures. The Committee will review and set measures,
weightings and targets before each grant to ensure they remain appropriate.
The Committee may change the balance of the measures, or use different measures for subsequent awards, as appropriate.
In exceptional circumstances, where the Committee believes the original measures, targets and/or weightings are no longer appropriate, the Committee retains
discretion to amend performance measures, targets and/or the weightings attached to performance measures part-way through a performance period.
The Committee will have the discretion to adjust PSP award outcomes if it believes that the outcome is not a fair and accurate reflection of the business’ performance,
the individual’s personal performance and/or such other factors as the Committee may consider appropriate, including, but not limited to, share price performance. The
exercise of this discretion may result in a movement in the amount of PSP award earned resulting from the application of the performance measures.
The treatment of PSP awards will be determined in accordance with the DIP rules and any adjustments or discretion applied by the Committee will be fully disclosed in
the following year’s Directors’ Remuneration Report.
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All-employee share plans
Purpose
To encourage a wider sense of share ownership and ‘skin in the game’ across all employees, including the Executive Directors, and create further alignment with
shareholders’ interests.
Operation
Executive Directors may participate in all-employee schemes operated by the Group on the same basis as other eligible employees. Currently, the all-employee
schemes that have been established are the Deliveroo Share Incentive Plan (SIP) and the Deliveroo Sharesave Plan (the ‘Sharesave’). Both plans are designed to meet the
requirements of tax-advantaged UK all-employee plans and allow participants to acquire shares in a tax-efficient manner.*
The SIP allows participants to buy and/or be awarded free shares. The Sharesave allows participants to enter into a savings contract to buy shares under a linked option.
The Group may also operate other International all-employee share schemes for employees outside the United Kingdom.
*Note: the SIP and Sharesave were established on Admission but, as at the date this Policy is being submitted for approval, they have not yet been operated.
Maximum
potential value
The limits applicable to the SIP and the Sharesave are in line with those allowed under the relevant rules and the relevant tax legislation. The Board may determine
that different limits shall apply in the future should the relevant legislation change in this respect and may determine that different limits apply for international all-
employee schemes.
Performance
metrics
n/a
123
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DIRECTORS’ REMUNERATION POLICY
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Shareholding requirements
Purpose
To align the interests of Executive Directors with shareholders over a long-term period. Requirements remain in place after departure from the Group, thereby ensuring
Executive Directors are committed to the Group’s future success.
Operation
In-employment requirement
During employment, Executive Directors are required to build and maintain a minimum shareholding of 400% of their base salary. The minimum shareholding requirement
is to be built up over a five-year period and then subsequently maintained during employment.
Executive Directors are expected to retain all of the net of tax number of shares they receive through the PSP awards and the DSP awards until the shareholding
requirement has been met. Progress towards the requirement will be reviewed by the Committee on an annual basis.
Post-employment requirement
Executive Directors are required to hold shares after cessation of employment to the full value of the shareholding requirement (or the existing shareholding if lower
at the time) for a period of two years. The post-employment shareholding requirement applies to all awards made after the approval of the Policy by the Company’s
shareholders at the May 2022 AGM. Shares purchased by Executive Directors using their own funds is not included in the post-employment shareholding requirement.
Maximum
potential value
In-employment requirement
The shareholding requirement for Executive Directors is 400% of base salary. The Committee retains the discretion to adopt a lower shareholding requirement for new
Executive Directors.
Post-employment requirement
Executive Directors will be expected to retain the lower of: (i) the shares held at cessation of employment, and (ii) the number of shares to the value of 400% of salary for
a period of two years. In the case of newly appointed Executive Directors, the Committee may impose a lower shareholding requirement.
Performance
metrics
n/a
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124deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Notes to the Policy table
Discretions retained by the Committee in operating the
incentive plans
The Committee operates the Group’s incentive plans according to their respective rules and in
accordance with applicable tax legislation and Listing Rules where relevant. To ensure efficient
operation and administration of these plans, the Committee may apply certain discretions.
These include, but are not limited to:
• determining the participants in the plans;
• determining the timing of grants and/or payments;
• determining the size of grants and/or payments (within the limits set out in the Policy table);
• determining the appropriate choice of measures, weightings and targets for the incentive
plans from year to year, including any use of discretion to reduce the outcome, as appropriate;
• determining ‘good leaver’ status and the extent of vesting and/or payment under the
incentive plans;
• determining the extent of vesting of awards under the share-based plans in the event of a
change of control; and
• making any appropriate adjustments required in certain circumstances (e.g. rights issues,
corporate restructuring events, variation of capital and special dividends).
The Committee may also amend the Group’s incentive plans in accordance with the rules of those
plans and establish plans for overseas employees based on those plans.
The Committee retains discretion to vary, substitute or waive the performance conditions
applying to outstanding awards in exceptional circumstances if an event occurs that causes
the Committee to consider that the original condition would no longer operate as intended. Any
amendment to the performance conditions can be made, provided the Committee considers the
amendment is reasonable, within Policy constraints and, except in the case of waiver, produces
a fairer measure of performance and is not materially less difficult to satisfy than the original
conditions would have been but for the event in question.
Malus and clawback
In line with UK Corporate Governance Code best practice, malus and clawback provisions will apply
to the annual bonus plan, DSP awards, PSP awards and restricted share awards (‘RSP awards’). The
following periods apply:
• Annual bonus (cash awards): malus will apply up to the bonus payment and clawback will
apply for a period of two years after bonus payment.
• Annual bonus (DSP awards): clawback will apply during the period of three years following the
payment of the bonus to which the DSP award relates.
• PSP awards: malus will apply during the vesting period and up to the date of vesting and
clawback will apply for a period of two years post-vesting.
• RSP awards: malus will apply during the vesting period and up to the date of vesting and
clawback will apply for a period of two years post-vesting.
The Committee also has the discretion to extend the duration of the period in the event such an
event is suspected, to sufficiently investigate the case. Recovery can be satisfied through the
form of reduction in outstanding deferred shares, adjusting total vesting outcomes, reduction
of net bonus payment and cash repayments. The recovery period of the annual bonus cash
award combines to cover a three-year total period, which the Committee sees as sufficient time
to assess the incidence of the below events. The clawback period for the bonus shares and PSP
awards align with the bonus deferral period, and the PSP holding periods respectively.
Malus and clawback provisions may be applied in the
following circumstances:
• Where there is discovery of a material misstatement resulting in an adjustment in the
historical audited accounts of the Company or any Group company;
• Where an annual bonus award or PSP or RSP award was granted, or performance was
assessed, based on an error or inaccurate or misleading information;
• Where an action or conduct of a participant amounts to fraud or gross misconduct;
• Where events or the behaviour of a participant have led to censure of the Company or Group
by a regulatory authority or cause significant detrimental reputational damages; and/or
• Material failure of risk management and/or controls or corporate failure.
The Committee reviews and discloses, where required, whether it has exercised malus or
clawback during the year.
125
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DIRECTORS’ REMUNERATION POLICY
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Choice of performance measures and targets
Each year, the Committee will select the most appropriate performance measures and the
respective targets for the annual bonus and PSP awards. The measures selected will be in support
of the Group’s strategy and key performance indicators.
Measures will be financial, strategic and operational with respective targets for each measure set
by the Committee each year in conjunction with the Board, which will be aligned with key business
goals determined at the start of each financial year.
The Committee sets targets for the performance measures each financial year, which support
value creation for all stakeholders, taking into account market conditions, the business plan, the
Group’s KPIs and other circumstances, as appropriate.
Statement of consideration of shareholder views
Following the Committee’s comprehensive review, the Group engaged with major shareholders as
well as the Investment Association, Institutional Shareholder Services and Glass Lewis regarding
this Policy, and welcomes a continued dialogue with its shareholders and proxy advisers.
If the Committee was to consider changes to the Policy, it would be subject to prior consultation
with major shareholders, as appropriate.
Difference in Policy across the Group
The Group provides competitive pay packages to all employees, and most are also eligible for
incentive payments linked to the achievement of stretching performance targets. This reward
philosophy is cascaded throughout the business and refined so that more senior employees
receive a higher percentage of their total target package as at-risk pay.
In view of the greater potential remuneration, the Executive Directors have a greater proportion
of their pay at ‘risk’ and are subject to deferral and holding periods. The Committee takes into
account general employee remuneration and related policies, and the alignment of incentives and
rewards with culture when setting and operating the Policy for Executive Directors’ remuneration.
Whilst employees have not been explicitly consulted on the Policy, it is made available on our
website. The main principles of the Policy, alongside a dedicated page of how it is cascaded
through the organisation, is available on our intranet.
The Committee continues to oversee the overall employee total reward approach, and receives
regular updates on any changes to the wider Group’s Remuneration Policy, to ensure that the
reward framework is applied appropriately across the organisation. The Committee considers the
remuneration of the wider workforce and takes this into account when making pay decisions. The
Committee has overseen the implementation of our refreshed employee total reward philosophy,
as well as an enhancement of the overall employee value proposition (EVP). Our team members are
the driving force behind the strong performance of our strategy, and so we remain committed
to ensuring they are paid competitively and in a fair manner. The purpose of the employee total
reward philosophy and EVP are to ensure that employees are justly rewarded for contributing to,
and aligning with, the culture which drives business success.
Our recent focus has been to refine the approach to equity grants to employees. We have been
transitioning our approach from one aligned to the technology sector, where it is common
practice for equity ownership to be widespread among employees of all levels, to one that is
more closely aligned to UK listed company market practice, whereby equity is a remuneration
tool reserved for more senior employees and certain critical roles. The Committee will continue
to monitor and support the evolution of the reward approach and its links to the EVP, and will
continue to take steps to ensure consistent principles are applied to the pay and reward
framework.
Legacy incentives
The Committee reserves the right to make any remuneration payments and payments for loss
of office (including exercising any discretions available to it in connection with such payments)
notwithstanding that they are not in line with the 2025 Remuneration Policy where the terms of
the payment were agreed (i) before the 2025 Remuneration Policy came into effect, provided
that the terms of the payment were consistent with the shareholder-approved directors’
remuneration policy in force at the time they were agreed; or (ii) at a time when the relevant
individual was not a director of the Company and, in the opinion of the Committee, the payment
was not in consideration for the individual becoming a director of the Company. For these
purposes ‘payments’ includes the Committee satisfying awards of variable remuneration and,
in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award
is granted. The Committee reserves the right to make minor amendments to the Policy, for
regulatory, exchange control, tax or administrative purposes or to take account of a change in
legislation, without seeking shareholder approval.
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126deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Executive Director total remuneration by
performance scenario
The composition and value of the Executive Directors’ remuneration packages at below threshold
(minimum), target and maximum performance scenarios are set out in the charts below. The CEO,
Will Shu, will participate in the annual bonus and PSP under the New Policy.
CEO – Will Shu CFO – Scilla Grimble
Fixed remuneration Annual bonus PSP awards
Share price growth
1
Minimum performance is equivalent to fixed remuneration which consists of base salary (as at
1 January 2025) + pension contribution to all UK employees (5% of salary) + benefits (as per the single
figure table)
2
Target performance consists of fixed remuneration + target annual bonus (50% of maximum opportunity) +
target PSP award opportunity (50% of maximum opportunity with no share price appreciation).
3
Maximum performance consists of fixed remuneration + maximum annual bonus (100% of maximum
opportunity) + maximum PSP award opportunity (100% of maximum opportunity with no share price
appreciation).
4
Maximum performance (with share price appreciation) consists of fixed remuneration + maximum annual
bonus (100% of maximum opportunity) + maximum PSP award opportunity (100% of maximum opportunity
with an assumed 50% share price appreciation but no dividend equivalents).
5
The CFO’s scenario chart is representative of the on-going remuneration package under the Remuneration
Policy. Therefore, the chart excludes the one-off award under the Restricted Share Plan with a face value of
300% of salary proposed in 2025.
Recruitment policy
The Committee’s principle is that the remuneration of any new recruit will be assessed in line
with the same principles set out above for Executive Directors. The Committee is mindful that it
wishes to avoid paying more than it considers necessary to secure a preferred candidate of the
appropriate calibre and with the experience needed for the role.
For external appointments, the Group recognises that it may need to provide compensation
for forfeited awards or other elements of pay from the individual’s previous employer (‘buy out
awards’). To the extent possible, the design of buy out awards will be made on a broadly like-for-
like basis, taking into account the value of any incentives that will be forfeited on cessation of an
Executive Director’s previous employment, the performance conditions attached to the vesting of
the forfeited incentives, the timing of vesting and the likelihood of vesting.
The maximum level of PSP awards that may be offered to an Executive Director in the year of
recruitment will be up to 750% of base salary. This can be used together with a one-off RSP award
of up to 750% of salary in the year of recruitment. The Committee retains flexibility to use these
exceptional one-off limits to support the remuneration principles around hiring talent in a highly
competitive global marketplace where levels of variable pay can be significantly higher. However,
the Committee will only use this flexibility when it is considered to be in the best interests of the
Company and its shareholders. The exceptional limits will typically be applied on a one-off basis
for a new recruit and in future years the individual will be granted the normal PSP award maximum
under the Policy (400% of salary).
Maximum
(with 50%
share price
appreciation)
MaximumTargetMinimumMaximum
(with 50%
share price
appreciation)
MaximumTargetMinimum
13.1%
20.1%
44.6%
22.3%
16.8%
25.8%
57.4%
28.8%
22.1%
49.1%
100%
£5,652
£4,392
£2,565
£738
11.9%
20.3%
45.2%
22.6%
15.4%
26.3%
58.3%
26.7%
22.7%
50.5%
100%
£4,650
£3,600
£2,077
£555
127deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
The recruitment policy is summarised below:
Remuneration element Details
Salary
Base salary would be set at an appropriate level considering the factors mentioned previously in the Policy table above.
Pension and
benefits
Benefits and pension will be set in line with the Policy.
Annual bonus
Joiners may normally receive a pro-rated annual bonus award based on their employment as a proportion of the financial year and targets may be different to those
set for other Executive Directors.
PSP awards
PSP award grants will be set in line with the Policy. In exceptional circumstances, the Committee retains the flexibility to grant a maximum PSP award up to 750% of
salary in the year of recruitment (see page 127).
RSP awards
In exceptional circumstances, the Committee retains the flexibility to grant a one-off RSP award of up to 750% of salary in the year of recruitment (see page 127).
Buy-out awards
The Group recognises that it may need to grant buy-out awards. To the extent possible, the design of buy-out awards will be made on a broadly like-for-like basis,
taking into account the value of any incentives that will be forfeited on cessation of an Executive Director’s previous employment, the performance conditions
attached to the vesting of the forfeited incentives, the timing of vesting and the likelihood of vesting. For the avoidance of doubt, any buy-out awards are not subject
to individual limits.
Relocation
If an Executive Director needs to relocate in order to take up the role, the Group may pay to cover the costs of relocation including (but not limited to) actual
relocation costs, immigration-related costs, temporary accommodation and travel expenses.
Internal
appointment to
the Board
When existing employees are promoted to the Board, the Policy will apply from the point where they are appointed to the Board and not retrospectively. In addition,
any existing awards will be honoured and form part of ongoing remuneration arrangements.
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128deliveroo plc Annual Report and Accounts 2024
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RSP awards (used in recruitment scenarios only)
Purpose
To reward and incentivise the delivery of long-term performance and shareholder value creation.
Operation
In the case of recruitment scenarios only, under the DIP, the Committee may award new Executive Directors a one-off RSP award to support the remuneration
principles around hiring talent in a highly competitive global marketplace.
RSP awards to Executive Directors will normally vest on the third anniversary of grant date. A further two-year holding period will apply during which the Executive
Directors may not normally dispose of their vested shares except as is necessary to pay tax and social security contributions arising in respect of their RSP awards.
Participants may be entitled to dividends or dividend equivalents (where applicable) on the shares representing the dividends paid during the vesting period and, if
applicable, any holding period.
If an RSP award were to be granted, then details of the RSP award would be shared with shareholders upon the Executive Director’s appointment and details would be
set out in the Annual Report on Remuneration.
Malus and clawback provisions apply as set out on page 125.
Maximum
potential value
The maximum opportunity for RSP awards to Executive Directors will be up to 750% of salary.
Performance
metrics
RSP awards are subject to continued employment. No further performance conditions would ordinarily be required for the vesting of RSP awards. The Committee may
apply a discretionary business performance underpin, to be determined by the Committee at grant.
The Committee will have the discretion to adjust RSP award outcomes if it believes the outcome is not a fair and accurate reflection of the business’s performance,
the individual’s personal performance and/or such other factors as the Committee may consider appropriate, including, but not limited to, share price performance.
The exercise of this discretion may result in a movement in the amount of RSP award earned.
The treatment of RSP awards will be determined in accordance with the DIP rules and any adjustments or discretion applied by the Committee will be fully disclosed in
the following year’s Directors’ Remuneration Report.
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GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Policy on payment for departure from office
On termination of an Executive Director’s service contract, the Committee will take into account the departing Director’s duty to mitigate his/her loss when determining the amount of compensation.
The Committee’s policy is described below and will be implemented taking into account any statutory payments it is required to make, the contractual entitlements, the specific circumstances
for the departure and the interests of shareholders. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal
obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director’s office or
employment. In addition, the Committee reserves the right to make payment of any other benefits in connection with stepping down from the Board (for example, outplacement counselling costs and
disbursements (such as legal costs) if considered to be appropriate and/or necessary and dependent on the specific circumstances for the departure.
Remuneration element Policy
Fixed pay (salary,
pension and
benefits)
Executive Directors may be required to work during the notice period or may be placed on garden leave or provided with pay in lieu of notice if not required to work
the full notice period.
Under each of the Executive Directors’ service agreements, the Group, at its discretion, will be entitled to terminate an Executive Director’s service agreement with
immediate effect by payment in lieu of notice, equal to: (i) the basic annual salary that would have been payable during the notice period, and (ii) the cost that would
have been incurred by the Company in providing the Executive Director with the contractual benefits, which the Executive Director would have been entitled to
receive during the notice period (the notice period for Executive Directors is set out on page 139.
Annual bonus
(cash awards)
The Committee will consider whether a departing Executive Director should receive a cash bonus in respect of the financial year in which, and/or immediately
preceding which, the termination occurs, pro-rated to reflect the period of the performance year completed at the date of termination.
Good leaver reason (definition set out on page 135)
Performance conditions will be measured at the bonus measurement date. Any cash award will normally be pro-rated for the period worked during the
financial year.
Other reason
If the termination is for any other reason, no bonus will be payable for the year of cessation.
Discretions
The Committee retains the right:
• to determine that an Executive Director should be treated as a good leaver and receive a bonus for the year of cessation; it is the Committee’s intention to use
this discretion only in circumstances where there is an appropriate business case, which will be explained in full to shareholders;
• to determine whether to pro-rate the bonus for time; the Committee’s normal policy is to pro-rate for time. It is the Committee’s intention only to use discretion
not to pro-rate in circumstances where there is an appropriate business case, based on the circumstances of the Executive Director’s departure. Use of
discretion will be explained in full to shareholders; and
• to determine that the bonus would be paid at the same time as for the other Executive Directors and, if the Executive Director has left employment by that date,
it may be paid solely in cash.
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Remuneration element Policy
Annual bonus (DSP
awards)
The Committee will consider whether a departing Executive Director should receive a DSP award in respect of the financial year in which, and/or immediately
preceding which, the termination occurs.
Good leaver reason (definition set out on page 135)
All inflight DSP awards will normally vest at the normal vesting date.
Other reason
Unvested DSP awards and unexercised nil or nominal cost DSP options will lapse.
Discretions
The Committee retains the right:
• to determine that the Executive Director should be treated as a good leaver such that DSP awards continue to be capable of vesting; it is the Committee
intention to use this discretion only in circumstances where there is an appropriate business case, which will be explained in full to shareholders;
• to determine whether to pro-rate for time; the Committee’s normal policy is not to pro-rate awards based on the proportion of the vesting period which has
elapsed to the date of cessation. In circumstances where there is an appropriate business case based on the circumstances of the Executive Director’s
departure, the Committee may use discretion and pro-rate. Use of discretion will be explained in full to shareholders; and
• to determine whether DSP awards should vest at the end of the original vesting period or at the date of cessation (including settling the DSP awards on
cessation in cash as permitted under the DIP if it is more practicable to do so); the Committee will make this determination depending on the reason for
cessation and any applicable tax considerations.
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DIRECTORS’ REMUNERATION POLICY
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Remuneration element Policy
PSP awards
The Committee will consider the extent to which PSP awards held by the Executive Director should lapse or vest. Any determination by the Committee will be in
accordance with the rules of the DIP.
Good leaver reason (definition set out on page 135)
PSP awards granted will continue to vest at the normal vesting date and be subject to performance assessment at the end of the performance period as normal.
Any PSP awards that vest will normally be pro-rated for time served during the vesting period.
Other reason
Unvested PSP awards and unexercised nil or nominal cost PSP options granted will lapse.
Discretions
The Committee retains the right:
• to determine that the Executive Director should be treated as a good leaver such that PSP awards continue to be capable of vesting; it is the Committee’s
intention to use this discretion only in circumstances where there is an appropriate business case, which will be explained in full to shareholders;
• to allow PSP awards to vest, and to measure the level of performance, at the date of cessation. The Committee will make this determination depending on the
reason for cessation;
• to determine whether to pro-rate PSP awards for time. The Committee’s normal policy is to pro-rate PSP awards based on the proportion of the vesting period,
which has elapsed to the date of cessation unless the Committee decides otherwise. In circumstances where there is an appropriate business case based
on the circumstances of the Executive Director’s departure, the Committee may use discretion and not pro-rate. Use of discretion will be explained in full to
shareholders; and
• to determine whether the holding period will apply, including whether in full or in part.
PSP awards in a
holding period
Where cessation of employment occurs during any holding period, the holding period will normally continue to apply to vested PSP award shares as normal. However,
the Committee retains discretion to allow the shares to be released when cessation of employment occurs in certain exceptional circumstances.
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Remuneration element Policy
RSP awards and
buy-out awards
Where cessation of employment occurs in relation to an Executive Director who has been granted an RSP award or a buy-out award, the treatment would be in line
with the terms of the RSP award as governed by the DIP rules.
Good leaver reason (definition set out on page 135)
RSP awards granted would typically continue to vest until notification date, and participants would be allowed to exercise vested awards within six months of
notification.
Other reason
Unvested nominal cost options under the RSP granted will lapse.
Discretions
The Committee retains the right:
• to determine that the Executive Director should be treated as a good leaver such that RSP awards continue to be capable of vesting; it is the Committee’s
intention to use this discretion only in circumstances where there is an appropriate business case, which will be explained in full to shareholders;
• to allow PSP awards to vest, and to measure the level of performance, at the date of cessation. The Committee will make this determination depending on the
reason for cessation; and
• to determine whether to pro-rate RSP awards for time. The Committee’s normal policy is to pro-rate RSP awards based on the proportion of the vesting period,
which has elapsed to the date of cessation unless the Committee decides otherwise. In circumstances where there is an appropriate business case based
on the circumstances of the Executive Director’s departure, the Committee may use discretion and not pro-rate. Use of discretion will be explained in full to
shareholders.
All-employee share
plans
The treatment of awards under any all-employee share plan, including awards under the SIP and options under Sharesave, are governed by the rules of those plans
and applicable tax legislation.
Post-employment
shareholding
requirement
Executive Directors are required to hold shares after cessation of employment to the full value of the shareholding requirement (or the existing shareholding if
lower at the time) for a period of two years. The post-employment shareholding requirement will apply to all awards made after shareholder approval of the Policy.
Shares purchased by Executive Directors using their own funds will not be included in the post-employment shareholding requirement.
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GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Change of control
The following treatment will apply on a change of control of the Company as set out in the relevant plan rules.
Remuneration element Policy
Annual bonus: cash
awards
In the event of a change of control, cash awards under the annual bonus plan will be payable early and will be pro-rated for time and performance to the date of the
change of control.
The Committee has discretion regarding whether to pro-rate the bonus for time; the Committee’s normal policy is that it will pro-rate the bonus for time. In
circumstances where there is an appropriate business case, the Committee may use discretion and not pro-rate.
Annual bonus:
deferred share
awards
In the event of a change of control, inflight DSP awards will vest. The proportion of the DSP awards which vest shall be determined by the Committee in its absolute
discretion, taking into account such factors as the Committee may consider relevant, including, but not limited to, the period of time the DSP awards has been held
by the participant.
The Committee has discretion regarding whether to pro-rate the awards for time. The Committee will make this determination depending on the circumstances of
the change of control.
If there is a change of control event resulting in a new person or company acquiring control of the Company, the Committee may (with the consent of the acquiring
company) decide that DSP awards will not vest but that the unvested portion of the DSP awards will be replaced by equivalent new awards over shares in the new
acquiring company.
PSP awards
In the event of a change of control, inflight PSP awards will vest pro-rated for time and performance. The holding period will not apply on change of control.
The proportion of the PSP awards which vest shall be determined by the Committee in its absolute discretion, taking into account such factors as the Committee
may consider relevant, including, but not limited to, the period of time the PSP award has been held by the participant and having regard to any applicable
performance conditions.
The Committee has discretion regarding whether to pro-rate, the PSP awards for time. In circumstances where there is an appropriate business case, the Committee
may use discretion and not prorate.
If there is a change of control event resulting in a new person or company acquiring control of the Company, the Committee may (with the consent of the acquiring
company) decide that PSP awards will not vest but that the unvested portion of the PSP awards will be replaced by equivalent new awards over shares in the new
acquiring company.
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134deliveroo plc Annual Report and Accounts 2024
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Remuneration element Policy
RSP awards
In the event of a change of control, inflight RSP awards will vest. The proportion of the RSP awards that vest shall be determined by the Committee in its absolute
discretion, taking into account such factors as the Committee may consider relevant, including, but not limited to, the period of time the RSP awards have been held
by the participant.
The Committee has discretion regarding whether to pro-rate the RSP awards for time. The Committee will make this determination depending on the circumstances
of the change of control.
If there is a change of control event resulting in a new person or company acquiring control of the Company, the Committee may (with the consent of the acquiring
company) decide that RSP awards will not vest but that the unvested portion of the RSP awards will be replaced by equivalent new awards over shares in the new
acquiring company.
Buy-out awards
Where cessation of employment occurs in relation to a new Executive Director who has been granted a buy-out award, the treatment would be in line with the terms
of the buy-out award as governed by the DIP rules.
Awards under the SIP
and options under
Sharesave
The treatment of awards under any all-employee share plan, including awards under the SIP and options under the Sharesave, are governed by the rules of those
plans and applicable tax legislation.
Definition of a good leaver under the DIP
Definition
Good leaver
The Executive Director will be treated as a good leaver if employment ceases due to any of the following circumstances:
• death;
• ill health;
• injury;
• disability;
• redundancy;
• retirement with the agreement of their employer; or
• being employed by a company which ceases to be a Group company, or being employed in an undertaking that is transferred to a person who is not a Group
company.
The Committee may also determine that an Executive Director is treated as a good leaver in other circumstances determined at its discretion.
135
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GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Policy table for the Chair and Non-Executive Directors
The Chair and Non-Executive Directors will receive an annual cash fee for their services, with additional fees for Committee Chairs. Fee levels have been set to ensure the attraction of appropriate levels
of experience required and to reflect the sector in which the Group operates. Any relevant legacy pre-Admission share arrangements for the Chair and/or Non-Executive Directors will continue to be
paid on their existing terms post-Admission.
Chair and Non-Executive Director fees
Purpose
To provide an appropriate fee level to attract and retain the Chair and Non-Executive Directors and to appropriately recognise their responsibilities and time
commitment.
Operation
Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent Director and a Chair of Board Committees (or to reflect other
additional responsibilities and/or additional/unforeseen time commitments). The Chair of the Board receives an all-inclusive fee. Neither the Chair of the Board nor
the Non-Executive Directors will participate in any incentive plans.
Maximum potential
value
The Chair’s fees are determined by the Committee whilst that of the other Non-Executive Directors is determined by the Chair and the Executive Directors.
The fees for the Non-Executive Directors and Chair are set taking into account the time commitment of the role and market rates in comparable companies. The
fees are normally reviewed annually (but not necessarily increased). The Group retains the flexibility to pay fees for the membership of Committees and for any
additional Board duties.
In general, fee level increases will be in line with the rise in salaries for the rest of the Group’s employees. The Group will reimburse any reasonable expenses
incurred, including, travel expenses (and related tax if applicable).
Fees for a new Chair or Non-Executive Directors will be in line with the Policy and the fees provided for the former Chair or other Non-Executive Directors.
Page 146 sets out details of the current fee levels for the Non-Executive Directors.
Performance metrics
n/a
Directors’ Remuneration Report continued
DIRECTORS’ REMUNERATION POLICY
136deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Alignment with Provision 40 of the UK Corporate Governance Code
Provision 40 (as stated in the Code) How the Policy aligns
Clarity
Remuneration arrangements should be
transparent and promote effective engagement
with shareholders and the workforce.
The Policy is simple and designed to support long-term, sustainable performance. The Policy clearly sets out the performance conditions that will be
used for the annual bonus and long-term incentive plans, as well as the maximum potential value of the elements of remuneration and the areas in which
discretion can be applied throughout the Policy.
The terms of the Policy are in line with UK Corporate Governance Code best practice. As a result, it is well understood by participants, employees and
shareholders alike.
The Committee proactively seeks engagement with shareholders, has processes and mechanisms in place to engage with employees on remuneration
matters and is regularly updated on employee pay and benefits across the Group.
Simplicity
Remuneration structures should avoid complexity
and their rationale and operation should be easy
to understand.
Deliveroo’s remuneration structure comprises fixed and variable remuneration through the use of market standard annual bonus and long-term incentive
structures. The performance conditions for variable elements are reviewed regularly to ensure alignment with strategy and are clearly communicated to,
and understood by, participants.
Risk
Remuneration arrangements should ensure
reputational and other risks from excessive
rewards, and behavioural risks that can arise
from target-based incentive plans, are identified
and mitigated.
The majority of the Executive Directors’ total remuneration is weighted to the long term and is provided in shares, and a shareholding requirement is
in place (both in employment and post-cessation). These features ensure clear shareholder alignment and discourage unnecessary risk taking. Whilst
long-term incentive opportunity levels are competitive relative to UK companies of comparable size, significant rewards will be earned only if challenging
long-term performance targets are met.
The Committee also retains discretion to override formulaic outcomes for incentive plans. Malus and clawback provisions mitigate behavioural risks
by enabling payments to be reduced or reclaimed in specific circumstances. A description of discretions retained by the Committee in operating the
incentive plans can be found in the notes to the Policy.
Predictability
The range of possible values of rewards to
individual Directors and any other limits or
discretions should be identified and explained at
the time of approving the Policy.
The Policy sets out the maximum potential value for each element of remuneration subject to the achievement of performance conditions. The potential
total remuneration outcomes are easily quantifiable and are set out in the illustrations provided in the Policy. The Group’s share plans are subject to
previous dilution limits set by the Investment Association (‘IA’) in respect of all share plans (10% in any rolling 10-year period). Executive share plans are
also subject to a 5% limit in any 10-year holding period. The Committee notes that the IA has removed the recommended limit for Executives in its latest
Principles of Remuneration, but no changes to the Plan Rules have been proposed under the New Policy.
Proportionality
The link between individual awards, the delivery of
strategy and the long-term performance of the
Company should be clear. Outcomes should not
reward poor performance.
Remuneration is appropriately balanced between fixed and variable pay. The annual bonus and long-term incentive plan reward the successful
implementation of the Group’s strategy over the short and long term. The annual bonus aligns with the delivery of our annual budget commitments and,
through deferral, ensures that a substantial amount of the bonus remains aligned with long-term creation of value for shareholders. Under the long-term
incentives, stretching targets ensure payments are made only for strong corporate performance and the successful execution of our strategy. The
Committee will have discretion to override formulaic outcomes to ensure that remuneration appropriately reflects overall performance.
Alignment to culture
Incentive schemes should drive behaviours
consistent with the Company’s purpose, values
and strategy.
The annual bonus and long-term incentives plans are measured against performance measures, which underpin the Group’s culture and strategy. The
weighting towards long-term remuneration emphasises the Group’s long-term sustainable performance, which is a vital part of Deliveroo’s culture.
Performance measures under the incentive plans will also evolve to ensure they appropriately reflect the Group’s ESG strategy. The PSP incorporates a
component relating to long-term ESG targets, as well as delivery against strategic objectives.
137deliveroo plc Annual Report and Accounts 2024
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DIRECTORS’ REMUNERATION POLICY
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
How our incentive plan framework under the New Policy supports our business strategy
Our principles and remuneration framework are geared to ensure our success in building long-term value for shareholders. We keep our framework under review to ensure it reflects the changing
macroeconomic environment in which we operate and our strategic goals. The implementation of the Current Policy in 2024 and planned changes under the New Policy for 2025 are intended to ensure
continued alignment of the remuneration structure with our strategy and goals. Our strategy is set out in more detail on page 18.
Against this backdrop, to incentivise and reward the delivery of exceptional performance over the short and longer term, the Committee considers carefully the performance measures for the annual
bonus and PSP awards based on our strategy, including the Group’s key performance indicators (‘KPIs’). Our KPIs are set out in detail on page 22, including a detailed description of each KPI.
Incentives under
the New Policy Performance measures Why does this measure support our mission and strategy?
2025 annual
bonus
GTV growth
(45% weighting)
GTV is closely aligned to our growth strategy and focuses our Executive Team on our objectives of building the best value proposition in
our markets, establishing long-term relationships with customers and merchants, and increasing market penetration. It is a widely used
shareholder measure for understanding the total value spent by consumers in our marketplace.
Adjusted EBITDA
(45% weighting)
Adjusted EBITDA is an important profitability measure that we adopt in our business operations, amongst other measures and key performance
indicators. It is an indicator of the underlying trading performance of the Group and is used, amongst other measures, to evaluate operations
from a profitability perspective and our progress towards our profitability targets. Its weighting is maintained to reinforce the Company’s
focus on progress around financial performance and aligning with our drive towards sustainable long-term profitability.
Key Focus Area: Year-
on-year Growth of
Plus
(10% weighting)
The proposed key focus area is the growth of Plus MACs. The refreshed Plus programme launched in 2024 and is our premium service through
which customers receive free delivery and exclusive deals, designed to improve retention and engagement. It is one of the 2025 Company
Initiatives and supports the strategic objective of becoming a Plus-first business in 2026.
2025 PSP
awards
Relative TSR
(30% weighting)
Relative TSR measures the total return generated for shareholders through capital appreciation and dividends (if applicable). It reflects the
market assessment of the shareholder value created and expected to be created in the future, this aligning our long-term interests with those
of shareholders.
Adjusted EBITDA
(30% weighting)
Adjusted EBITDA aligns with how our investors value free cash flow and the guidance we have been providing. It has a strong link to our multi-
year sustainable profitability ambitions.
Strategic measures
(30% weighting)
The inclusion of strategic measures is aimed to ensure that the delivery of outcomes which align to Deliveroo’s strategic goals such as the
growth of new verticals over the long term are sufficiently included in the incentives. Such outcomes are more closely impacted by executive
performance; strengthening the link between pay and performance and Executives and shareholders.
ESG element
(10% weighting)
ESG measures ensure the incentive drives the achievement of our long-term sustainability goals reflected in Executive remuneration.
The inclusion of ESG measures is intended to act as a lever for the effective implementation of sustainable practices, demonstrating to
shareholders our commitment to the wider sustainability agenda of the Company, and incentivising executives to proactively manage ESG
commitments.
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DIRECTORS’ REMUNERATION POLICY
138deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Other features of our incentive framework that support
our strategy
Focus on performance-based pay
A high proportion of Executive Team remuneration is linked to variable, performance-based pay
and, in particular, long-term incentives. This approach is cascaded further down the organisation
to employees, where performance-related pay in the form of bonus and long term incentives
(where applicable) as a percentage of total pay increases with seniority.
Long-term performance alignment
PSP awards vest after a three-year performance period and are subject to a further two-year
holding period. Deferred shares under the bonus are released three years after being granted,
subject to continued employment.
Shareholding requirements
Aligning reward with shareholder interests enables our most critical talent to act and think as
owners. Executive Directors are required to have significant shareholdings in the Company.
Approach to performance target setting
The Committee has developed a process for setting stretching targets to ensure that the
annual bonus and PSP awards support long-term sustainable outcomes in the best interests of
shareholders and wider stakeholders. Performance targets are set by taking into account the
following: the Board approved budget and plan, the long-term business strategy, consensus
forecasts, historical performance, and external market and trading conditions. The Committee
ensures that the performance targets are suitably stretching so that exceptional reward is
earned only for exceptional performance.
Service agreements and letters of appointment
Copies of the service contracts of the Executive Directors and the letters of appointment of the
Non-Executive Directors are available for inspection at the Company’s registered office during
normal business hours.
Executive Directors
The Executive Directors have a service contract requiring 12 months’ notice of termination from
the Group and six months’ notice from the Executive Director. The Committee may, in exceptional
circumstances arising on recruitment, allow a longer period, which would, in any event, reduce to
the normal (12 months from the Group and six months from the individual) notice period following
the first year of employment.
Executive Director*
Date of
appointment to role
Date of
current contract
Notice from
the Group
Notice from
the individual
Will Shu 1 February 2013** 22 March 2021 12 months 6 months
Scilla Grimble 20 February 2023*** 19 June 2022 12 months 6 months
* Executive Directors’ service contracts do not contain an expiry date, but are subject to a 12-month notice
period from the Group as detailed in the table above.
** This is the date on which Will Shu was appointed as CEO. Will Shu was appointed to the Deliveroo plc Board on
19 March 2021.
*** This is the date on which Scilla Grimble was appointed to the Deliveroo plc Board.
External appointments
Executive Directors are permitted to accept external, Non-Executive appointments with the prior
approval of the Board, where such appointments are not considered to have an adverse impact
on their role within the Group. Will Shu does not have any external appointments. Scilla Grimble
serves as a Non-Executive Director of Taylor Wimpey plc, where she is Chair of the Audit Committee
and a member of the Nomination and Governance Committees.
Non-Executive Directors’ (NED’s) terms of appointment
The NEDs do not have service contracts with the Group but instead have letters of appointment,
which set out their duties and responsibilities. The date of appointment for each NED is shown in
the table below:
Non-Executive Director*
Date of
appointment**
Date of current letter
of appointment
Notice from
the Group
Notice from
the individual
Claudia Arney 19 March 2021 19 March 2021 6 months 6 months
Rick Medlock 19 March 2021 19 March 2021 3 months 3 months
Tom Stafford 19 March 2021 19 March 2021 3 months 1 months
Dame Karen Jones DBE 1 June 2021 1 June 2021 3 months 3 months
Dominique Reiniche 1 May 2021 1 May 2021 3 months 3 months
Peter Jackson 1 January 2022 1 January 2022 3 months 3 months
Shobie Ramakrishnan 1 January 2024 1 January 2024 3 months 3 months
* Non-Executive Director appointment letters do not have an expiry date, with Directors holding office on a
rolling three-year term basis.
** Represents the date on which the Non-Executive Director joined the Deliveroo plc Board.
139deliveroo plc Annual Report and Accounts 2024
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DIRECTORS’ REMUNERATION POLICY
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Statutory single total figure of remuneration for each Executive Director (audited)
The table below sets out the total single figure of remuneration and breakdown for the Executive Directors for FY2024 and FY2023, respectively.
Executive Director single total figure of remuneration
Director
£’000 Year
Salary
£’000
Taxable Benefits
1
£’000
Pension
2
£’000
Total fixed
£’000
Annual Bonus
£’000
PSP awards Vested
4
£’000
Other
5,7
£’000
Total variable
£’000
Total single figure
£’000
Will Shu (CEO) 2024 618.0 71.4 30.1 719.5 – – – – 719.5
2023 600.0 51.9 22.8 674.7 – – – – 674.7
Scilla Grimble (CFO)
6
2024 515.0 3.6 25.8 544.3 440.3
3
– – 440.3 984.7
2023 430.1 2.0 21.5 453.6 394.1 – 627.4 1,021.5 1,475.1
1
The value of benefits is based on the cost to the Company. Benefits include private health insurance, life assurance and the provision of tax advice. The CEO, Will Shu, received higher benefits as a result of tax advice received in
FY2024.
2
Executive Directors are eligible to participate in the Company defined contribution scheme or to receive a monthly supplement in lieu of company contributions. In FY2024, the CEO elected to receive a combination of
contributions to the Deliveroo pension scheme and cash in lieu, which came to an aggregate amount of 4.9% of base salary. On appointment, the CFO elected to receive cash in lieu of the 5% company pension contribution she
is entitled to. For 2024, the CFO has continued to receive cash in lieu of pension to the full allowance of 5% of salary.
3
Scilla Grimble’s annual bonus for FY2024 was awarded at 47.5% of the maximum opportunity, leading to a bonus award of £440,325. 50% of the bonus was paid in cash and 50% was deferred into shares.
4
No vesting under the 2021 PSP award occurred in the period ended 31 December 2024.
5
The CEO participated in pre-Admission legacy incentives. Vesting under these incentives is not required to be reported under the single total figure of remuneration for FY2023 or FY2024. Further details on these incentives are
set out on page 142.
6
Scilla Grimble joined Deliveroo and the Board on 20 February 2023. Her salary, benefits and pension disclosed in respect of 2023 represent emoluments for her time on the Board.
7
In FY2023 the CFO received a buy-out award in respect of the 2021 LTIP she forfeited when leaving her previous employer. The buy-out award assumed a vesting of 30.8% of max and 129,932 shares were converted with no
further performance conditions, using a share price of £0.9074, to the value of £117,900. A two-year holding period will apply after vesting on 31 March 2024, in line with the Policy. The CFO also received a buy-out award in
respect of the FY2022 bonus forfeited when she left her previous employer. The cash portion of the bonus was calculated by reference to Scilla’s 2022 salary at Moneysupermarket.com, her maximum bonus opportunity of 135%
of salary, and the performance achieved by the CEO (86.8% of maximum). The total FY2022 bonus outcome for the buy-out was £509,499, two-thirds of which were paid in cash and one-third deferred into shares per the original
terms of the award set by the previous employer. The deferred shares will vest for three years.
Annual bonus outcome for FY2024 (audited)
The CFO had a maximum bonus opportunity of 180% of salary. The CEO did not participate in the annual bonus. The Committee undertook a robust review of the formulaic outcome for FY2024 and
considered a range of reference points as part of its review, including the outcomes relative to the Board-approved budget and plan, Deliveroo’s progress against its long-term strategic plans, the
wider stakeholder experience during FY2024, and the inputs and efforts of the CFO during the year. It was determined that no discretion should be exercised to the formulaic outcome.
Bonus element
Threshold
(25% payable)
Target
(50% payable)
Maximum
(100% payable) Weighting Actual
£ outcome as a
% of maximum £ outcome
Gross Transaction Value (GTV) growth
1
3.3% 9.3% 15.3% 45% 6.2% 16.6%
Adjusted EBITDA
2
(£m) £105m £125m £145m 45% £129.6m 27.7%
Service Metric: Customer
service outcomes
Cancellations and Rejections (5.0)% (17.5)% (29.0)% 5% (11.5)% 1.9%
Order Inaccuracy (5.0)% (10.0)% (15.0)% 5% (5.0)% 1.3%
Outcome for the CFO 47.5% 440.3
1
Year-on-year growth in constant currency.
2
Measured on a statutory basis, using the plan rather than reported FX rates.
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140deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
The GTV growth had an outcome of 6.2% versus a target of 9.3%, this was achieved despite some market headwinds in France and Hong Kong.
The adjusted EBITDA outcome of £129.6 million versus a target of £125.0 million reflects performance above target for the year. During 2024, we continued to drive efficiencies in our cost base.
The service metrics were selected with the specific purpose of improving the customer experience. Performance reflected progress in both addressing cancellations and rejections, as well as order
inaccuracy, with an 11.5% reduction in cancellations and rejections leading to a payout between threshold and target performance. The reduction in order inaccuracies was aligned to threshold
performance with a 5% reduction in order inaccuracy across the Group.
50% of the earned bonus for FY2024 will be paid to the CFO in cash and 50% will be deferred into shares vesting after three years as prescribed by the Policy and set out below.
PSP awards vesting in FY2024 (audited)
In FY2021, a conditional share award under the PSP award was granted to former CFO Adam Miller. The award was subject to highly stretching performance conditions based on Deliveroo’s TSR relative to
the constituents of the FTSE 100 at grant as well as the absolute TSR performance as shown in the matrix below. Due to the setup of the matrix, both conditions needed to reach the threshold for the
award to achieve any vesting. The start price for awards was the share price of £3.90 taken at IPO.
Performance was measured over a three-year period ending 31 March 2024.
TSR Matrix (% of max payout of TSR element)
Relative TSR
Targets expressed
as share price< Median Median (threshold) 65 percentile (target) ≥Upper quartile
Absolute TSR growth (p.a.)
<10% p.a. 0% 0% 0% 0% <£5.19
10% (threshold) 0% 25% 45% 65% £5.19
15% (target) 0% 45% 63.75% 82.5% £5.93
≥ 20% (max) 0% 65% 82.5% 100% ≥£6.74
The average monthly share price at the end of the period £1.16, below the implied threshold of £5.19 to require satisfaction for the absolute TSR growth condition, and, therefore, the awards lapsed in
full. The awards lapsed on the 15 May 2024.
Share Scheme interests awarded in FY2024
Deferred share plan awards granted in FY2024
On 25 March 2024, a time-vesting equity award in respect of the bonus earned for FY2023 was granted to the CFO, Scilla Grimble. The CEO, Will Shu, did not participate in the FY2023 bonus.
Director
Annual bonus
award (% of
maximum)
% of annual bonus
to be deferred into
shares)
Vesting
period
Performance
period
Number of
conditional
shares awarded
Face value of
award
Share price used to
determine number of
shares granted
1
Scilla Grimble (CFO)
1
50.6% 50%
25 March 2024–
24 March 2027
No
performance
conditions 171,241 £197,047 1.1507
1
The share price represents a 30-day average prior to the date of grant.
141deliveroo plc Annual Report and Accounts 2024
ANNUAL REPORT ON REMUNERATION
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
PSP award granted in FY2024 (audited)
In FY2024, a PSP conditional share award was granted to the CFO, Scilla Grimble. The CEO does not participate in the PSP award under the Current Policy.
Director
Basis of
award (% of
salary)
Percentage payable
at threshold (% of
maximum)
Performance
period
Number of
conditional
shares awarded
Face value of
award
Share price used to
determine number of
shares granted
1
Scilla Grimble (CFO)
1
500% 25%
31 December 2023–
31 December 2026 2,237,768 £2,574,999.63 1.1507
1
The share price represents a 30-day average share price to the date of grant.
The performance targets for the FY2024 PSP award, granted to the CFO on 25 March 2024, are set out below:
Measure Threshold (25% of max) Target (see below) Maximum (100% of max)
Relative TSR performance against the FTSE 100 50th percentile
Straight-line vesting between threshold and
maximum 80th percentile
Absolute TSR per annum from 1 January 2024 15% p.a. growth 20% p.a. growth 25% p.a. growth
Adjusted EBITDA To be disclosed at vesting
ESG component
Reduction in Scopes 1 and 2
greenhouse gas emissions (2022
baselines 2022 SECR disclosure) 20% reduction compared to baseline
Straight-line vesting between threshold
and maximum
30% reduction compared to baseline
Representation of women at Level 4+
baseline at 31 December 2024 41% women (underpin of 27% in tech roles) 42%
The TSR performance measures will be measured from a base share price over the month of December 2023 to 31 December 2026, to align performance periods with the financial and non-financial
metrics. This is an adjustment from the approach used for the 2022 and 2023 awards, where the performance period aligned with the vesting period. Payouts occur on a straight-line basis between
each of the performance points, and targets have been set that are challenging and support Deliveroo’s ongoing business expectations.
The Committee retains its right to exercise discretion on the level of vesting if the overall corporate performance and the shareholder experience during the performance period do not warrant a
formulaic level of vesting against the two shareholder return measures. The Committee will further review the awards on vesting to ensure that participants do not benefit from windfall gains.
Pre-Admission RSU awards (audited)
Many members of our Senior Management hold equity incentives that were in place prior to Admission to ensure ongoing retention, incentivisation and alignment with shareholder interests. For the
CEO, this includes pre-existing RSUs, which are subject to time-based vesting only. These RSUs relate to pre-Admission incentives and are not part of the Group’s ongoing remuneration arrangements.
Full information about these awards, and about the CEO’s Special pre-Admission one-off RSU award, can be found in the 2021 Directors’ Remuneration report.
ANNUAL REPORT ON REMUNERATION
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142deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Performance graph against the FTSE 100
Deliveroo shares began conditional trading on the London Stock Exchange on 31 March 2021. The chart
below shows the TSR performance of £100 invested in Deliveroo from 31 March 2021 (using the offer
price of £3.90 per share) to 31 December 2024 against the FTSE 100. The FTSE 100 was chosen as the
comparator index for the Group, given the comparable market capitalisation at the time of Admission.
0
30
60
90
120
150
Dec 24Dec 23Dec 22Dec 21Mar 21
Deliveroo FTSE 100 Index
Chief Executive Officer’s historical remuneration
The annual remuneration for the CEO from the date of incorporation on 25 February 2021 to
31 December 2024 is shown in the table below. In future reports, the table will build up towards
10 years’ worth of historical data. Although the pre-Admission one-off RSU award to the CEO was
included in the FY2021 single total figure of remuneration, given the one-off nature of this award,
and to enable a more meaningful comparison, we have presented total remuneration on both a
reported basis and excluding the one-off RSU award.
Year ended 31 December FY2021 FY2022 FY2023 FY2024
CEO Will Shu Will Shu Will Shu Will Shu
Total remuneration (£’000) (reported) 106,181.5 625.5 674.7 719.5
Total remuneration (£’000) (excluding
one-off RSU award) 542.2 625.5 674.7 719.5
Annual bonus (% of maximum)
1
––– –
Vesting of PSP awards (% of maximum)
2
––– –
1
The CEO did not participate in the annual bonus for FY2021, FY2022, FY2023 or FY2024.
2
Not applicable as the CEO did not participate in the PSP awards for FY2021, FY2022 or FY2023 or FY2024.
Single total figure of remuneration for each Non-Executive
Director (audited)
The tables below set out the total remuneration and breakdown for the Non-Executive Directors
for FY2023 and FY2024, respectively.
Non-Executive Directors’ remuneration
All figures shown in £’000 Year
Fees
£’000
Taxable benefits
1
£’000
Total remuneration
£’000
Claudia Arney 2024 438.0 – 438.0
2023 425.0 – 425.0
Dominique Reiniche 2024 113.0 – 113.0
2023 110.0 – 110.0
Dame Karen Jones DBE 2024 163.0 – 163.0
2023 160.0 – 160.0
Peter Jackson 2024 93.0 – 93.0
2023 90.0 – 90.0
Rick Medlock 2024 128.0 – 128.0
2023 125.0 – 125.0
Shobie Ramakrishnan
2
2024 93.0 – 93.0
2023 n/a – n/a
Tom Stafford
3
2024 –– –
2023 – – –
1
There were no taxable benefits paid to Non-Executive Directors during the year.
2
Shobie Ramakrishnan was appointed to the Board effective 1 January 2024.
3
Tom Stafford waived all fees and benefits for FY2023 and FY2024.
143deliveroo plc Annual Report and Accounts 2024
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Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Statement of Directors’ shareholdings and share interests (audited)
The table below summarises the current shareholdings of Directors and the shareholding requirements under which Executive Directors are expected, under the Current Policy, to build and maintain
a minimum shareholding of 800% of salary in the Company. The CEO has met the minimum requirement. The CFO, Scilla Grimble, has five years from her appointment on 20 February 2023 to satisfy the
requirement. In addition, Executive Directors are required to hold shares after cessation of employment to the full value of the shareholding requirement (or the existing shareholding if lower at the
time) for a period of two years.
Director
Shareholding
requirement
as a % of
salary
Shares
actually
owned
1,5,6
Vested shares
not yet
exercised
Unvested
shares subject
to continued
service
2
Unvested
shares
subject to
performance
3
Value of shares held
subject to shareholding
requirement as % of
salary
4
Estimated value of shares
held subject to shareholding
requirement as at 31 Dec 2024
(£'000)
Estimated change
at +50% share
price change
(£’000)
Executive Directors
Will Shu (CEO) 800% 95,762,495 – 15,358,200 – 23857% 147,437 221,156
Scilla Grimble (CFO) 800% – 129,932 366,653 5,896,797 73% 373 560
Non-Executive Directors
5
Claudia Arney n/a 618,800 n/a n/a n/a n/a n/a n/a
Dominique Reiniche n/a 51,282 n/a n/a n/a n/a n/a n/a
Dame Karen Jones DBE n/a 51,282 n/a n/a n/a n/a n/a n/a
Peter Jackson n/a 8,000 n/a n/a n/a n/a n/a n/a
Rick Medlock n/a 235,800 n/a n/a n/a n/a n/a n/a
Shobie Ramakrishnan n/a 0 n/a n/a n/a n/a n/a n/a
Tom Stafford n/a 0 n/a n/a n/a n/a n/a n/a
1
Represents actual shares owned at 31 December 2024. On 7 April 2024, all issued and outstanding Class B Ordinary Shares, which were held by Will Shu, were automatically converted into Class A Ordinary Shares. Following this
conversion only one class of share is in issue, being Ordinary Shares of 0.005 each. He is also a founder shareholder and as a result has a relatively high shareholding. All other Directors (with shareholdings disclosed) own
Ordinary Shares.
2
Represents unvested RSU awards made pre IPO and/or annual bonus deferred share awards (if applicable), all of which are calculated on a net of tax basis.
3
Represents the PSP awards, which are subject to ongoing performance conditions (if applicable).
4
Shareholding requirement is calculated in line with the recommendations by 2024 Principles of Remuneration by the Investment Association, including: a) shares held outright; and, if applicable b) vested but unexercied shares
i.e. PSP shares in the two-year holding period; (where b) is calculated on net of tax basis). It is calculated with reference to the closing share price of £1.419 at 31 December 2024 and the year-end salaries of the Executive
Directors. Values are not calculated for Non-Executive Directors as they are not subject to shareholding requirements.
5
In connection with their appointments as Directors of the Company, the Chair and certain Non-Executive Directors were offered the opportunity to acquire Ordinary Shares in Roofoods Ltd (‘Roofoods Shares’) and receive a
matching award of Roofoods Shares. The Chair and certain Non-Executive Directors each took up this opportunity and the matching awards were granted with effect from 4 February 2021. Under the terms of the awards, the
Chair and some of the Non-Executive Directors subscribed for Roofoods Shares at their nominal value.
6
As at 12 March 2025 interests were unchanged.
Payments to past Directors/payments for loss of office (unaudited)
Former CFO, Adam Miller, stepped down as Chief Financial Officer, his notice period ended on 30 June 2023. Adam participated in the 2021 PSP which lapsed in full on 15 May 2024. Adam also received an
award under the 2022 PSP which was pro-rated, which vests in April 2025 will be included in the 2025 Annual report.
ANNUAL REPORT ON REMUNERATION
Directors’ Remuneration Report continued
144deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Statement of implementation of the Policy for FY2025
If approved at the AGM, the New Policy will apply for three years. The CEO will participate in both the annual bonus and Performance Share Plan under the New Policy.
The Committee intends to implement the New Policy as follows:
Element Summary and implementation for FY2025
Salary
A 2% increase to the salaries for Executive Directors has been awarded, effective 1 January 2025. The increase is below the average of the workforce increase of c.3.2%. The
salaries are:
CEO: £630,000
CFO: £525,000
Pension
The CEO and incoming CFO are entitled to receive a pension contribution to the Group pension plan, receive cash in lieu of pension or a combination of the two up to a
maximum of 5% of salary of base salary.
Benefits
Normal benefit provisions apply and include private health cover, life assurance, UK and home country personal tax advice.
Annual bonus
Maximum annual bonus for Executive Directors is 180% of salary.
If the participant has not met the shareholding guideline, 50% of total bonus is paid in cash and the
remaining 50% is paid in the form of DSP awards.
If the participant has met the shareholding guideline, 75% of total bonus is paid in cash and the remaining
25% is paid in the form of DSP awards deferred for three years.
Will Shu’s deferral treatment will match that of Scilla Grimble. Given Scilla Grimble has not yet met her
shareholding guideline, 50% of the bonus will be paid in cash and 50% will be deferred into shares.
Pay-out ranges are (as a percentage of maximum opportunity):
• Threshold performance: 25%
• On-target performance: 50%
• Maximum performance: 100%
There is straight-line vesting between these points.
The performance measures and their weighting as a percentage
of maximum opportunity will be:
• % Growth in GTV: 45%
• Adjusted EBITDA: 45%
• Growth of Plus MACs: 10%
Actual performance targets are not disclosed as they are
considered to be commercially sensitive. Full disclosure will be
published in the FY2025 Directors’ Remuneration Report. Malus and
clawback provisions apply.
One-off RSP
award for
CFO
The Committee intends to grant a one-off award of restricted shares with a face value of 300% of salary to the CFO Scilla Grimble.
Scilla Grimble was appointed to the Board as Chief Financial Officer (‘CFO’) in February 2023 and has proven to be an exceptional leader and member of the Executive Team.
Scilla has led the delivery of financial and operational business performance at speed, whilst setting us up for future success. After careful consideration, the Committee
is proposing that Scilla be granted a one-off restricted share award (‘RSP’) under the new Policy. The award will have a value of 300% of salary, with terms in line with best
practice.
This RSP award will vest three years from the date of grant and vesting will be subject to a business performance underpin and continued service. A two-year holding period
will apply following the three-year vesting period for this award, during which the CFO may not normally dispose of their vested shares except such numbers as may be
necessary to pay tax and social security contributions arising in respect of the award.
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deliveroo plc Annual Report and Accounts 2024
ANNUAL REPORT ON REMUNERATION
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Element Summary and implementation for FY2025
PSP award
For 2025, it is intended that an award of 400% of salary will be made to the CEO and CFO subject to
performance conditions.
PSP awards are subject to the achievement of performance conditions, measured over the period
1 January 2025 to 31 December 2027. A further two-year holding period applies to vested shares.
Vesting of the PSP award will be based on a relative TSR measure with a 30% weighting, an adjusted EBITDA
measure with a 30% weighting, strategic measures with a 30% weighting and two ESG measures with a
combined 10% weighting. Targets are set out below.
Measure Weighting
Ranges
Threshold
(25% of max
vesting)
Target
(50% of max
vesting)
Maximum
(100% of max
vesting)
Relative TSR 30% 50th percentile
Straight line
vesting
between
threshold and
maximum 80th percentile
Adjusted EBITDA 30% To be disclosed at vesting
Strategic
Measures
Ad Revenue as a
% of GTV 15% 2.0% 2.2% 2.4%
Growth in New
Verticals customers 15% 9% 13% 17%
ESG
element
Reduction in scopes 1
and 2 greenhouse gas
emissions 5%
25% reduction
compared to
2022 baseline
Straight line
vesting
between
threshold and
maximum
35% reduction
compared to
2022 baseline
Representation of
women at L4+ 5%
42% women
(with an
underpin of 27%
in Tech) 44% women
Ad Revenue as a % of GTV will be measured in FY2027. Growth in
New Verticals customers will be measured using active customer
numbers over the three years of the performance period.
For the reduction in the Scopes 1 and 2 GHG emissions target, the
Committee will be using 2022’s market-based SECR disclosure
(see page 42 of the 2022 Annual Report) as the baseline against
which performance will be measured in 2027. Reduction in Scope 2
emissions will be considered on a market basis for the purpose of
this target, building on the progress since 2022.
The target addressing the representation of women applies to
mid and senior levels of the organisation, defined as Level 4 and
above. In formulating our target, we used a snapshot of data from
December 2024 headcount as the baseline – with 41% of mid and
senior roles across the Company held by women (27% in tech roles).
Payout for levels of performance are as follows (as a percentage of
maximum opportunity):
• Threshold performance: 25%
• Target performance: 50%
• Maximum performance: 100%
For relative TSR and the two ESG measures, payout is on a straight-
line basis from threshold to maximum.
Malus and clawback provisions apply.
Shareholding
requirement
During employment, Executive Directors are expected to build and maintain a minimum shareholding of 400% of salary. Executive Directors are expected to retain the net of
tax number of shares they receive through awards until the shareholding requirement has been met.
Post-employment, Executive Directors are required to hold shares after cessation of employment to the full value of the shareholding requirement (or the existing
shareholding if lower at the time of leaving employment) for a period of two years.
Non-
Executive
Director fees
Non-Executive Directors are paid a base fee and additional fees for acting as Senior Independent
Director and Chair of Board Committees (or to reflect other additional responsibilities and/or additional/
unforeseen time commitments). The Chair of the Board receives an all-inclusive fee. The Chair fee and
the Non-Executive Director base fees have been increased by 2% (rounded to the nearest thousand), to
remain competitive with the FTSE 250. There have been no increases to the additional fee levels.
• Chair fee: £446,000
• Non-Executive Director base fee: £95,000
• Senior Independent Director fee: £35,000
• Committee Chair fee: £35,000
• Employee Engagement Non-Executive Director fee: £20,000
ANNUAL REPORT ON REMUNERATION
Directors’ Remuneration Report continued
146deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Overview of the Committee’s process
The Committee has focused on the pursuit of high standards of corporate governance and notes
the Company’s recent transfer to the equity shares (commercial companies) category on the
London Stock Exchange. Since IPO, Deliveroo has applied the UK Corporate Governance Code. In
accordance with the Code and, in particular, Provision 41, the Committee maintains an oversight
of employee pay, policies and incentives and considers whether remuneration is appropriate in
the context of the wider organisation, including through consideration of internal and external
measures, pay ratios and pay gaps. The Committee is also committed to ensuring that the reward
framework is applied appropriately across the organisation with a particular focus on Executive
Directors and Executive Committee members.
During 2024, the Committee continued to apply the total reward philosophy to better support
our business strategy and reflect market conditions. As a result, we continued to implement
a more targeted approach to employee equity ownership that is grounded in talent strategy
principles, and also takes into account our objectives, costs and the impact on overall dilution.
The Company remains committed to providing competitive pay to all of our employees to ensure
that we attract, retain and motivate talent capable of delivering Deliveroo’s ambitious strategy.
Given the market within which the Company operates, and the need to continue managing dilution
of shareholder capital effectively, our more targeted approach ensures that available equity is
allocated appropriately and with maximum impact. The Committee will continue to monitor and
support the evolution of our reward approach. Further detail on our wider reward framework is
provided below.
The Committee recognises that employee hiring and retention are tied to the full Employee Value
Proposition. In applying our total reward approach, we considered our evolving talent strategy and
EVP along with regular updates from the Chief People Officer regarding recruitment and reward
matters across the Company. For more information about our approach to the holistic employee
experience through our Employee Value Proposition, and how we have enhanced it during the
past year, please see the People section on page 44.
As stated in the Chair’s letter, matters relating to our riders, who are a vital part of the three-sided
marketplace, are considered by the Board given their strategic importance to our business.
As they are not employees, riders do not fall within the remit of the Committee. For further
information on riders, please see our Business Model on page 16, Stakeholder engagement on
page 38 and Sustainability review on page 50.
Cascade of pay and incentives for employees
The Committee takes steps to ensure that consistent principles are applied to the pay and reward
framework for employees across the organisation. The table across summarises Deliveroo’s key
remuneration elements.
Remuneration
element Details
Salary
Salaries are set to reflect the market value of the role and to aid
recruitment and retention. The Committee is kept informed on the peer
groups used for benchmarking salary bands as well as target positioning
for salaries across different functions.
Benefits
The Group provides benefits to all employees and these align with local
market norms and regulatory requirements.
Pension
Pension contributions in the UK are up to 5% of salary for all employees.
Outside the UK, we comply with local regulatory requirements.
Annual
bonus
The majority of our employees share in the success of the Group by
participating in either the annual bonus scheme or a commercial bonus
scheme. The annual Company bonus takes into account both individual
performance as well as Company performance, and the commercial bonus is
tied to individual and team KPIs that directly contribute to Company success.
RSP awards
Employees above a certain seniority level receive equity awards on
appointment and then additional performance-based awards as part of the
annual performance cycle. We have been revising our approach from one
aligned to the technology sector, where it is common practice for equity
ownership to be widespread among employees of all levels, to one that is
more closely aligned to UK listed company market practice, whereby equity
is a remuneration tool reserved for more senior employees and certain roles
deemed critical, where the greatest impact is made.
PSP awards
PSP awards are provided to our senior Executives and reinforce the delivery of
long-term creation of value for our shareholders and wider stakeholders. The
retention of shares by Senior Executives post-vesting ensures further long-
term alignment. Measures and targets are consistent between participants.
Shareholding
requirement
Supports the alignment of Executive Director interests with shareholders.
The Executive Directors will have a 400% of salary shareholding guideline
under the New Policy, and a slightly lower guideline applies for other
Executive Team members.
FAIRNESS, DIVERSITY AND WIDER EMPLOYEE CONSIDERATIONS
147deliveroo plc Annual Report and Accounts 2024
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Wider employee engagement
In our Corporate Governance Report on page 76, we explain how the Board engages with
Deliveroo’s employees, and how important this engagement is to our culture and performance as
an organisation. The Committee takes into account general employee remuneration and related
policies, and the alignment of incentives and rewards with culture when setting and operating
the Policy for Executive Directors’ remuneration. The Committee also receives regular updates
from the Chief People Officer on any changes to the wider Group Remuneration Policy. Dominique
Reiniche, our Designated Employee Non-Executive Director, updates the Board on employee
engagement matters. More information on the approach to employee engagement is set out in
the Stakeholder engagement on page 38 and the People section on page 44.
The performance measures set for short and long-term incentives underpin the Group’s
performance-driven culture and strategy. We publish the Core Principles of Remuneration and
the Policy, as well as the cascade of pay and incentives for employees on our Intranet so that
employees can access this information and raise questions should they wish.
Shareholder engagement
The Committee Chair engaged with our major shareholders and proxy advisers on the proposed
New Remuneration Policy, through written correspondence and meetings. The valuable feedback
we received was discussed with the Committee, and was factored into the Committee’s
consideration of the New Policy. Whilst views naturally vary across the stakeholder group, a
sizeable majority of those who engaged with us were broadly supportive of the rationale for the
changes, noting that the proposals are fair and well considered. The Committee believes that the
targeted changes provide a balanced approach to remuneration and will ensure that Deliveroo
has the necessary tools to attract, retain, and motivate our Executives to support our strategic
and financial goals over the next three-year period. The Committee is very appreciative of our
shareholders’ engagement.
Diversity and equal opportunities
We are dedicated to furthering a company culture that fosters inclusivity, and where gender
equality and fairness are at the heart of our practices and policies. The Committee acknowledges
the need to continue improving Deliveroo’s Gender Pay Gap and to achieve a better balance within
the Company. Deliveroo’s 2023/24 Gender Pay Gap (GPG) is as follows (reported for employees of
Roofoods Ltd only per relevant UK Government regulations):
Roofoods Ltd All UK employees
• Mean GPG: 15.7% • Mean GPG: 11.9%
• Median GPG: 25.8% • Median GPG: 22.1%
• Mean bonus gap: 27.6% • Mean Bonus Gap: 27.5%
• Median bonus gap: 32.6% • Median Bonus Gap: 32.5%
Our objective is to promote sustainable change through a multi-year action plan, spearheaded by
the Executive Team. To learn more about this, please refer to the People section on page 44. As a
technology company, we are cognisant of the broader systemic issue of female representation in
the industry and aspire to be part of the solution. As a signatory to the Tech Talent Charter (‘TTC’),
we are committed to driving greater inclusion and diversity in technology roles.
In the last year, the equity, diversity and inclusion (ED&I) team continued its focus on how to
enable an inviting and balanced culture for Deliveroo’s underrepresented talent, empowered
by data-informed solutions as well as improvements to the design and impact of our employee
experience. Some of the highlights are included below:
• As at December 2024, women represented 42% of senior positions, specifically those at level 7
and above, up from 40% in 2023, with notable increases in technology (29% to 31%).
• Our efforts have been recognised by Women in Work, featuring Deliveroo in their WiW100
Gender Equity Measure. This recognition underscores our commitment to improving gender
equity in all areas, including Board representation, pay gaps and parental policy transparency.
• Deliveroo was awarded in the ‘Best Use of Employee Voice’ category at the Engage Awards.
Our Gender Equity ERG earned recognition for fostering candid, trust-based conversations to
understand the challenges women face in achieving leadership roles in tech and inform our
gender equity initiatives.
FAIRNESS, DIVERSITY AND WIDER EMPLOYEE CONSIDERATIONS
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148deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Change in the Directors’ remuneration compared with employees’
The table below sets out how the change in reported remuneration for each Director between FY2022 and FY2024 compared to the change in average pay for employees of Roofoods Ltd, where the
majority of our UK colleagues are employed.
FY2024 FY2023 FY2022
Salary
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Salary
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Salary
1
(% change)
Benefits
2
(% change)
Bonus
3
(% change)
Executive Directors 3.0 58.1 -3 nil 234.8 n/a nil 49.6 -60.1
Will Shu 3.0 37.6 n/a nil 234.8 n/a nil 2.6 n/a
Scilla Grimble4 3.0 78.6 -3 n/a n/a n/a n/a n/a n/a
Non-Executive Directors 3.0 nil n/a nil nil n/a 14.3 nil n/a
Claudia Arney 3.0 nil n/a nil nil n/a nil nil n/a
Dominique Reiniche7 3.0 nil n/a nil nil n/a nil nil n/a
Dame Karen Jones DBE7 3.0 nil n/a nil nil n/a 28.0 nil n/a
Peter Jackson7 3.0 nil n/a nil nil n/a n/a nil n/a
Rick Medlock7 3.0 nil n/a nil nil n/a nil nil n/a
Tom Stafford5 n/a n/a n/a n/a n/a n/a n/a n/a n/a
Shobie Ramakrishnan6 n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average pay for all employees 3.7 15.2 -2.7 3.1 8.0 6.3 6.7 17.8 10.5
1
The table reports on full-time equivalent figures for Executive and Non-Executive Directors.
2
The benefits increase for the Executive Directors in FY2024 is reflective of the higher fees paid in respect of tax advice paid on behalf of CEO Will Shu. The range benefits offered to Executive Directors have not changed in FY2024
versus FY2023. There were no taxable benefits paid to Non-Executive Directors during the year.
3
The year-on-year bonus decrease in FY2024 is reflective of the bonus outcome in FY2024 versus FY2023. Will Shu does not participate in the annual bonus for the duration of the Current Policy. Non-Executive Directors do not
participate in the annual bonus.
4
Scilla Grimble joined the Board on 20 February 2023. The year-on-year change in remuneration is annualised to allow for a like-for like comparison.
5
Tom Stafford waived all fees and benefits in FY2023 and FY2024.
6
Shobie Ramakrishnan was appointed to the Board on 1 January 2024.
7
The Non-Executive Director fee increase applied only to their base fee. Some Non-Executive Directors receive additional fees for acting as Senior Independent Director and Chair of Board Committees (or to reflect other
additional responsibilities and/or additional/unforeseen time commitments. More information on Non-Executive Directors fees are set out on page 146.
The relevant regulations prescribe that the above comparison should include all employees of the Parent Company. However, since there are no individuals employed by Deliveroo plc, a representative
comparison has, instead, been formulated using all UK-based employees of Roofoods Ltd as the basis for this calculation. The average change for employees has been calculated on a full-time
equivalent basis, by reference to pay received for FY2023 and FY2024 (excluding any restricted shares vesting). The change to the level of taxable benefits has been driven by an increase in the
company contributions to medical coverage for employees and a higher average take-up of benefits in FY2024 compared to FY2023. The increase in the percentage change to the average bonus paid
to all employees is driven by the relative performance levels as well as the change in salaries and headcount between FY2023 and FY2024.
149
deliveroo plc Annual Report and Accounts 2024
FAIRNESS, DIVERSITY AND WIDER EMPLOYEE CONSIDERATIONS
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
CEO pay ratio
The table below sets out the Company’s CEO pay ratio disclosure. The data shows how the CEO’s
single figure of remuneration (as taken from the single figure remuneration table) compares with
the single figure of remuneration for full-time equivalent UK employees, ranked at the 25th, 50th
and 75th percentiles of total pay.
We have chosen Option A under the Regulations for the calculation as it takes into consideration
the full-time equivalent basis of all UK employees and provides a representative result of
employee pay conditions across the Company. This option was selected as it was considered
to be the most efficient and robust approach in respect of gathering the required data and, in
particular, was considered to be the most accurate way of identifying the best equivalents of the
25th, 50th and 75th percentiles.
The FY2024 data for employees was calculated by reference to full-time equivalent salary, pension,
benefits and equity plan data, and the annual bonus amounts for employees have been taken
on an estimated basis. Total pay and benefits for all have been calculated as at financial year-
end in accordance with the single figure methodology and are based on full-time equivalent
salaries, pension and benefits. We have not omitted any pay elements from the calculation. The
data for the CEO is the single figure of remuneration for FY2024 as taken from the single figure
remuneration table.
Year Methodology
1
25th
percentile
ratio
50th
percentile
ratio
75th
percentile
ratio
FY2024 (reported total single figure) Option A 19:1 11:1 7:1
FY2023 (reported total single figure) Option A 17:1 9:1 6:1
FY2022 (reported total single figure) Option A 16:1 8:1 5:1
FY2021
2
(excluding CEO’s one-off RSU award) Option A 15:1 7:1 4:1
FY2021
2
(reported total single figure) Option A 3,031:1 1,327:1 778:1
1
Total pay for employees includes equity received in the form of restricted share awards as this is part of the
ongoing remuneration structure for employees.
2
The median CEO pay ratio outcomes for FY2021 were largely driven by the one-off RSU award granted to our
CEO in FY2021, which was inherently different to the structure of restricted shares for our employees. We have
therefore set out the CEO pay ratio on the basis of reported FY2021 single figure as well as reported FY2021
single figure excluding the one-off IPO RSU award to the CEO.
The table below sets out the salary and total pay and benefit details for the CEO and the
employees at the 25th, 50th and 75th percentiles for FY2024.
FY2024
Pay data
Salary
£’000
Total pay
1
and benefits
£’000
CEO (reported) 618.0 719.5
UK employee 25th percentile 32.0 37.6
UK employee 50th percentile 60.0 68.2
UK employee 75th percentile 92.9 100.3
1
Total pay for employees includes equity received in the form of awards under the restricted share plan as
this is part of the ongoing remuneration structure for employees.
The Committee notes that the marked decrease in the median CEO pay ratio since the ratio
reported for FY2021, when his one-off incentive was included in the single figure table. Moreover,
the CEO does not participate in the annual bonus and PSP awards for the duration of the Current
Policy. Therefore, the ratio of 1:11 reflecting median employee total pay and benefits, compared
to the total single figure number for the CEO, is an accurate representation of total pay received
in FY2024. The Committee notes that FY2024 reflects a slight increase which is reflective of a slight
change in the composition of our workforce in the UK. The Committee reviews information about
employee pay, reward and progression policies of the Group and is comfortable that the median
pay ratio is consistent with these policies and the need to ensure the Group can attract the best
talent to achieve its strategic objectives.
Relative importance of spend on pay
The table below shows the expenditure of the Company on staff costs against dividends paid to
shareholders in 2024 and 2023.
Relative importance of spend on pay FY2024 £m FY2023 £m % change
Employee costs
1
358.4 370.2 -3.19
Dividends – – –
Share buyback 120.0 312.8 -61.64
1
Employee costs as taken from note 27 to the financial statements.
FAIRNESS, DIVERSITY AND WIDER EMPLOYEE CONSIDERATIONS
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150deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Fees paid to advisers in the year
PwC advised the Committee on all aspects of remuneration during the year after being
formally appointed by the Remuneration Committee as adviser in 2021. PwC is a member of the
Remuneration Consultants Group and the voluntary code of conduct of that body is designed to
ensure objective and independent advice is given to remuneration committees. Other PwC teams
provide certain non-audit services to the Company in areas of tax and consulting. The Committee
is satisfied that no conflicts of interest exist in the provision of these services and that the advice
provided is independent and objective. Fees of £265,850 were paid to PwC during the financial
year in respect of remuneration advice received. Fees were determined via a combination of fixed
fees and time and expenses.
The Committee receives support from Laura Hagan (Chief People Officer), Catherine Sukmonowski
(Group Company Secretary) and Julia Clement (Reward Director),
Statement of shareholding voting
The current Policy was approved by shareholders at the Annual General Meeting (AGM) on
20 May 2022 with 96.24% votes FOR.
At the AGM on 23 May 2024, shareholders were asked to vote on the 2024 Directors’ Remuneration
Report and the resolution received a significant vote in favour. The Committee is grateful for the
support of our shareholders.
The votes received for the Directors’ Remuneration Report at the 2024 AGM, as well as the binding
Remuneration Policy vote in 2022 were as follows:
Resolution
Votes
FOR
FOR (% of
shares voted)
Votes
AGAINST
AGAINST (% of
shares voted)
Votes
Withheld
To approve the Directors
Remuneration Report
(2024 AGM) 851,084,425 99.64 3,056,198 0.36 65,859
To approve the Directors’
Remuneration Policy
(2022 AGM) 2,658,210,587 96.24 103,818,401 3.76 26,103,084
The 2022 AGM took place prior to a tender offer, share buybacks and the conversion of all
Class B Ordinary shares.
This Directors’ Report on Remuneration has been prepared in accordance with Schedule 8 to The
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as
amended), the revised provisions of the Code and the Listing Rules. This report was reviewed and
approved by the Remuneration Committee.
The Directors’ Remuneration has been signed by the Chair of the Remuneration Committee Dame
Karen Jones on behalf of the Board of Directors.
DAME KAREN JONES DBE
REMUNERATION COMMITTEE CHAIR
12 March 2025
151
deliveroo plc Annual Report and Accounts 2024
OTHER DISCLOSURES
Directors’ Remuneration Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
The Directors of Deliveroo plc (the ‘Company’) present their
Annual Report together with the audited consolidated
financial statements for the year-ended 31 December 2024.
The Directors’ Report, prepared in accordance with the
requirements of the Companies Act 2006 and the UK Listing
Authority’s Listing Rules (‘LR’), and Disclosure and Transparency
Rules, comprises the Governance Report (pages 76 to 151),
the Directors’ Report (pages 152 to 156) and the Shareholder
Information section at the back of this report. Other
information that is relevant to the Directors’ Report, and which
is incorporated by reference into the Directors’ Report, is set
out in the table on page 156.
Strategic Report
Deliveroo plc is required by the Companies Act 2006 to prepare
a Strategic Report that includes a fair review of the Company’s
business, the development and performance of the Company’s
business during the period, the position of the Company at the
end of the year ended 31 December 2024, and a description
of the principal risks and uncertainties faced by the Company.
The Strategic Report on pages 02 to 75 is incorporated by
reference and shall be deemed to form part of this Directors’
Report.
Results and dividend
Loss for the year from continuing operations amounted
to £(0.1) million (2023: £(18.5) million). Profit for the year
attributable to the owners of the Company amounted to
£2.9 million (2023: £(31.8) million). A review of the Group’s
consolidated results is set out from page 171.
No dividend has been declared or paid in the current or
comparative periods. Given the early stage of maturity of the
online food category, Deliveroo remains focused on investing
to maximise long-term free cash flow per share, believing that
this is the best way to drive long-term shareholder value. The
dividend policy will be reviewed on an ongoing basis, but the
Company does not expect to declare or pay any dividends for
the foreseeable future. Consequently, the Directors do not
recommend the payment of a dividend for FY2024.
The Board
Board of Directors and their interests
Details of the Directors who held office at the end of the year
(and up to the date of the signing of this report) and their
biographical details are set out on pages 80 to 82 and also on
our website at https://corporate.deliveroo.co.uk. Changes to
the Board during the year, and up to the date of this report,
are set out on page 78. The Directors’ interests in the Ordinary
Shares and options of the Company are disclosed within the
Directors’ Remuneration Report on page 144.
Powers of Directors
The business of the Company is managed by the Directors
who may exercise all the powers of the Company, subject
to the Articles, any relevant legislation and any directions
given by the Company, by passing a special resolution at a
general meeting. In particular, the Directors may exercise all
the powers of the Company to borrow money, issue shares,
appoint and remove directors and recommend and declare
dividends.
Appointment and retirement of Directors
The Board may, from time to time, appoint one or more
Directors. Any such Director shall hold office only until the
next AGM and shall then be subject to reappointment by the
Company’s shareholders. It is the current intention that at
the Company’s forthcoming AGM, all continuing Executive and
Non-Executive Directors will retire and offer themselves for
reappointment in compliance with the Code.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which they
have, or may have, interests that conflict with those of Deliveroo,
unless that conflict is first authorised by the Board. The Company
has in place procedures for managing conflicts of interest. The
Articles also contain provisions to allow the Board to authorise
potential conflicts of interest so that a Director is not in breach
of his or her duty under company law. Should a Director become
aware that he or she has an interest, directly or indirectly, in
an existing or proposed transaction with Deliveroo, he or she
should notify the Board in line with the Articles. Directors have
a continuing duty to update any changes to their conflicts of
interest.
Directors’ insurance and indemnities
The Company maintained Directors’ and Officers’ liability
insurance cover throughout the period, providing appropriate
cover for legal action brought against the Directors. The
Directors are also able to obtain independent professional
advice at the Company’s expense, as necessary, in their
capacity as Directors. The Company has entered into deeds of
indemnity with each Director, which provide that the Company
shall indemnify the Directors to the fullest extent permitted by
law, in respect of all losses arising out of, or in connection with,
the execution of their powers, duties and responsibilities as
Directors of the Company or any of its subsidiaries.
Employees
Diversity and equal opportunities
Deliveroo’s objective is to have a diverse workforce
and inclusive culture, and our long-term aim is that the
composition of our workforce should reflect that of the
communities within which we operate. We fundamentally
believe it is right to give all people the opportunity to
contribute and succeed at Deliveroo. We believe that
individuals should be treated on their merits and that any
employment-related decisions should be based on objective
job-related criteria, such as aptitude, performance and
skills. Read more about our approach to equity, diversity and
inclusion in our People section on page 44.
Directors’ Report
152deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Employment policies and employment of
individuals with disabilities
The Executive Team reviews and approves key policies and
practices which could impact on our employees or influence
their behaviours, to ensure they support the Group’s purpose
and reflect our values. The Board approves the Remuneration
Policy for the Executive Directors, via the Remuneration
Committee, and has oversight of the wider employee
remuneration practices (for further information see page 111).
Our policies are readily accessible to employees through
our intranet and new hires are required to confirm their
understanding of these policies during onboarding. Our
Code of Conduct – known as the ‘Roo Way’ – reflects our
commitment to conduct business in accordance with our
Company values, to act with integrity and to offer the best
experience to our marketplace. To ensure the Code of Conduct
and all other policies are effectively embedded in our business
practices, we communicate regularly with staff to highlight
the key messages and notify them of any material changes.
We also operate a training programme designed to reinforce
essential compliance messages.
The Company in particular, has in place a number of policies
covering important issues including diversity, equity
and inclusion, equal opportunities and wellbeing. We are
committed to creating an environment in which our people
can be proud to work and which offers them opportunities
to excel. To do this, we are an equal opportunity employer.
Subject to local laws, all qualified job applicants will receive
consideration for employment without regard to their race,
religion or belief (or lack thereof), sex, gender reassignment,
sexual orientation, marriage and civil partnership, pregnancy
and maternity, disability or age. We take all reasonable steps
to ensure equality of opportunity in recruitment, as well as
in training and development opportunities and conditions
and terms of work and pay. Persons with disabilities are
given full and fair consideration for available roles and we
are committed to providing reasonable adjustments for
individuals with disabilities throughout our job application
process and their career with the Company. We place a
responsibility on our employees to comply with these policies.
Employee communication and engagement
Management regularly communicates and engages with
employees and provides them with information on matters
relevant to them as employees. This supports employees’
collective understanding of the financial and economic
factors that affect the performance of the Company as well as
other matters that may impact employees (such as diversity,
equity and inclusion initiatives) and provides the Company with
an insight into employee views, which can then be taken into
account. Details on how the Board and Senior Management
have communicated and engaged with employees, whilst
taking into account their interests in decision making during
the year, can be found in the Section 172 (1) statement on
page 42, in Stakeholder engagement on page 38 and in the
People section on page 44.
The Company recognises the importance of employee share
ownership and incentivises employee involvement in the
Company’s performance through the award of share options
to certain employees. Further details of the Company’s share
schemes are set out in the Directors’ Remuneration Report on
page 106.
Shares
Share capital
In October 2024, we transferred our listing category on the
London Stock Exchange to the main market ESCC Category.
The Board believes that the transfer will bring a number of
benefits to the Company and our shareholders, including:
providing an appropriate platform for the continued growth of
the Company with the opportunity to further raise our profile
and visibility, additional formal regulatory protections for
investors, and inclusion in the FTSE UK Index Series, which was
confirmed in December 2024.
Details of the issued share capital, together with details
of movements in the issued share capital of the Company
during the year, are shown in note 24. This is incorporated by
reference and deemed to be part of this report.
On 7 April 2024, pursuant to Article 60 of the Company’s Articles
of Association, all of the Company’s issued and outstanding
B Ordinary Shares of £0.005 automatically converted into A
Ordinary Shares of £0.005 each. Following the Conversion, the
Company redesignated its issued and outstanding A Ordinary
Shares into one class of shares, being Ordinary Shares of
£0.005 each. Each Ordinary Share has the same rights and
are subject to the same restrictions as those which were
attached to each A Ordinary Share immediately prior to the
redesignation.
During the year, and as announced on 9 August 2024, the
Company commenced a share purchase programme to
purchase Ordinary Shares of 0.5p each in the capital of the
Company of up to a maximum consideration of £150 million. As
at 31 December 2024, the Company has purchased 61,077,956
shares at a value of £89.4 million. 59,991,098 shares were
cancelled on 31 December 2024 and all remaining shares
purchased under the Programme will be cancelled in 2025.
In March 2024, the Group’s EBT also purchased £30m of Ordinary
Shares (22,626,940) for use in the Company’s employee share
schemes.
As at 31 December 2024, the Company’s issued share capital
consisted of 1,566,668,921 Ordinary Shares of £0.005, each
carrying one vote, with 773,288 shares held in treasury.
Employee Benefit Trust (EBT)
From time to time, shares are held by a trustee in order to
satisfy employee entitlements to shares under the Group’s
share schemes. The shares held by the EBT do not have any
special rights with regard to control of the Group. Whilst these
shares are held on trust, their rights are not exercisable
directly by the relevant colleagues. The current arrangements
concerning the EBT and their shareholdings in the Company
are set out in note 25 to the Consolidated Financial Statements.
153
deliveroo plc Annual Report and Accounts 2024
Directors’ Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Substantial interests
The table below shows the notifications of major voting interests in the Company’s shares as at 31 December 2024 in accordance
with the FCA’s Disclosure and Transparency Rules (DTR 5). All notifications made to the Company under ‘DTR 5’ are published on a
Regulatory Information Service and are available on the Deliveroo website.
The table below shows the holdings in the Company’s issued share capital, which had been notified to the Company pursuant to
Chapter 5 of the DTR:
31 December 2024 12 March 2025
Shareholder
% of total
voting rights* Shares held
% of total
voting rights * Shares held
Amazon.com NV Investment Holdings LLC 13.24% 215,286,288 14.00% 215,286,288
Morgan Stanley** 7.38% 115,805,958 6.85% 106,192,187
William Shu 6.09% 95,762,495 6.09% 95,762,495
Fidelity International Limited 5.79% 88,136,711 5.79% 88,136,711
DST Global V, L.P. 5.14% 81,569,876 5.14% 81,569,876
Sachem Head Capital Management LP 4.90% 79,760,000 5.70% 88,970,000
FMR LLC 4.86% 73,957,194 4.86% 73,957,194
Ocorian Limited as trustee of the Roofoods Ltd Employee
Benefit Trust 3.98% 60,792,610 3.98% 60,792,610
Greenoaks Capital Partners LLC 3.45% 52,645,465 3.45% 52,645,465
* Percentages are shown as a percentage of the Company’s total voting rights as at the date the Company was notified of the change in holding.
** Trading account of Morgan Stanley.
The Company
Articles of Association
The Articles set out the internal regulation of the Company and cover such matters as the rights of shareholders, the
appointment or removal of Directors and the conduct of the Board and general meetings. Copies are available from the Company
Secretary. The Articles may only be amended by a special resolution at a General Meeting of the Shareholders.
Branches
The Group, through various subsidiaries, has established branches in Spain and the UAE.
Financial instruments
Details of the Group’s use of financial instruments, together with information on our financial risk management objectives and
policies, hedging policies and exposure to financial risks, can be found in note 30 of the consolidated financial statements.
Going concern
The Company’s Going Concern Statement for the Group and the
Company is set out on page 176 of the financial statements
and are incorporated by reference and shall be deemed to be
part of this report.
In assessing going concern and viability, the Directors have
considered the impact of climate change risks. Whilst no
material risks have been identified in the short to medium
term that are expected to have an impact on the Group’s
cash flow forecasts (including those used for impairment
assessment), the Directors will continue to monitor the risks,
with particular reference to those that might impact the going
concern assumption or viability assessment.
Independent auditor and disclosure of
information to the auditor
Each person who is a Director at the date of approval of this
report and the financial statements confirms that:
i. such Director has 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 auditor is aware of that information; and
ii. so far as each Director is aware, there is no relevant audit
information of which the Group’s auditor is unaware.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Deloitte LLP has expressed its willingness to continue in office
as auditor and a resolution to reappoint it will be proposed at
the forthcoming Annual General Meeting.
Post-balance sheet events
Information on events after the reporting period is provided in
note 33 to the Financial Statements.
Directors’ Report continued
154deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
Political donations and expenditure
Deliveroo has a policy of not making political donations
or incurring political expenditure in respect of political
organisations, within the normal meaning of those
expressions.
However, these terms are broadly defined in legislation and
may cover activity that forms part of normal relationships,
which are accepted as a way of engaging with stakeholders
and opinion formers to ensure that companies’ issues
and concerns are considered and addressed. In line with
Deliveroo’s policy, any activities of this nature carried out by
Deliveroo, including engagement with bodies associated with,
but not formally part of, political parties, are not designed to
support any political party or candidate or to influence public
support for a particular party or candidate.
In 2023, the Company committed £6,000 to sponsor a Gala
Dinner hosted by SME4Labour. Payment of the commitment
was made in 2024.
Under UK law, there is a prohibition against making political
donations without authorisation of a company’s shareholders
in a general meeting. The Company’s approach in prior
years and reflecting the practice of many other companies,
shareholder approval will be sought at our 2025 AGM as a
precautionary measure, for donations and/or expenditure that
may be construed as political by the wide definition of such
terms under the Act.
Related party transactions
Company processes are in place to ensure that all related
party transactions involving Directors, or their closely
associated persons, are conducted on an arm’s length basis
and are properly recorded and disclosed where appropriate.
Research and development
Expenditure on the research phase of projects to develop new
customised software for our app is recognised as an expense
as incurred. Costs that are directly attributable to a project’s
development phase are recognised as intangible assets.
During the year, development costs of £59.1 million have been
capitalised (2023: £36.1 million).
Significant contracts and change of control
The following significant agreements, which were in force at
31 December 2024, take effect, alter or terminate on a change
of control of the Company:
• Revolving credit facility: On 22 March 2024, the Company
entered into a new revolving credit facility agreement
(‘RCF’) for £140 million for general working capital purposes
of the Group.
The Company does not have agreements with any Director or
employee that would provide compensation for loss of office
or employment resulting from a change of control on takeover
or merger.
There are provisions that the Company’s share plans, which
could result in options or awards vesting or becoming
exercisable on a change of control.
Subsidiaries and principal activities
The Company is the holding company of the Deliveroo Group of
companies, the principal activities of which are described in
this Annual Report. The Group’s subsidiaries and their locations
are set out on pages 221 to 222 of the financial statements.
Tax strategy
The Group is committed to complying with its statutory
obligations in relation to the payment of tax, including
full disclosure of all relevant facts to the appropriate tax
authorities. In managing its tax affairs, the Group recognises
its responsibilities as a taxpayer and the need to protect
the corporate reputation inherent in the brand. Further
information on the Group’s tax strategy is available on the
Company’s website.
The Board has ultimate responsibility for the Group’s tax
strategy, although the day-to-day management rests with
the Executive Team. The CFO has ultimate responsibility for tax
matters. The VP Finance is the named Senior Accounting Officer
of the Group. The CFO, and other Senior Management personnel,
advise the Board on the tax affairs and risks to the Group.
Environmental disclosures
TCFD
The Company’s compliance with the TCFD recommendations
and recommended disclosures pursuant to UK LR 6.6.6R can be
found on pages 57 to 64 of the Strategic Report.
Greenhouse gas emissions and
energy consumption
Details of the Company’s greenhouse gas emissions, energy
consumption, energy efficiency action and Group disclosures
required by the Streamlined Energy and Carbon Reporting
(‘SECR’) regime can be found on pages 55 to 56 of the
Strategic Report.
The Strategic Report and the Directors’ Report were approved
by the Board on 12 March 2025.
By order of the Board:
CATHERINE SUKMONOWSKI
COMPANY SECRETARY
12 March 2025
Registered office address: The River Building, Level 1, Cannon
Bridge House, 1 Cousin Lane, London, United Kingdom EC4R 3TE
Registered in England and Wales. Registered number 13227665
155
deliveroo plc Annual Report and Accounts 2024
Directors’ Report continued
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
Required disclosures under LR 6.6.1R
The information to be included in the 2024 Annual Report under LR 6.6.1R, where applicable, can
be located as set out below:
Interest capitalised by the Group n/a
Unaudited financial information n/a
Long-term incentive schemes → See page 138
Directors’ waivers of emoluments → See page 149
Directors’ waivers of future emoluments n/a
Allotment for cash on equity shares (issuer) n/a
Allotment for cash on equity shares (major subsidiaries) n/a
Listed company is a subsidiary of another company n/a
Contracts of significance involving a Director n/a
Contracts of significance involving a controlling shareholder n/a
Waivers of dividends n/a
Waivers of future dividends n/a
Agreement with a controlling shareholder n/a
Other information that is relevant to this report, and which is incorporated by reference is also
listed below:
Board of Directors during the 2024 financial year → See page 80
Directors’ service contracts and letters of appointment → See page 139
Directors’ share interests → See page 144
Events arising after the reporting period → See page 154
Future developments of the business of the Group → See page 18
Greenhouse gas emissions, energy consumption and energy efficiency → See page 55
Non-Financial and Sustainability Information statement → See page 66
Section 172 (1) statement → See page 42
Stakeholder engagement → See page 38
TCFD disclosures → See page 57
Directors’ Report continued
156deliveroo plc Annual Report and Accounts 2024
FINANCIALSSTRATEGIC REPORT GOVERNANCE
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors have prepared the Group and the Company financial
statements in accordance with UK-adopted International
Accounting Standards in conformity with the requirements of
the Companies Act 2006 and IFRS. The financial statements also
comply with IFRS as issued by the IASB. The Directors have also
chosen to prepare the Parent Company financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice and (United Kingdom Accounting Standards
and applicable law), including FRS 102. The Financial Reporting
Standard applicable in the UK and Republic of Ireland.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Parent
Company and of their profit or loss for that period. In preparing
each of the Group and Parent Company financial statements,
the Directors are required to:
• provide additional disclosures when compliance with the
specific requirements of the financial reporting framework
is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the
entity’s financial position and financial performance;
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable, relevant, reliable and prudent;
• for the Group financial statements, state whether
International Accounting Standards, in conformity with the
requirements of the Companies Act 2006 and IFRS, have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• for the Parent Company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the Parent Company financial statements;
• assess the Group and Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but
to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent
Company’s transactions and disclose, with reasonable accuracy,
at any time, the financial position of the Parent Company and
enable them to ensure that the financial statements comply
with the Companies Act 2006. They are 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, and have general
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on
pages 80 to 82, confirm that, to the best of their knowledge:
• the consolidated financial statements, prepared in
accordance with International Accounting Standards,
in conformity with the requirements of the Companies
Act 2006 and IFRS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company
and the undertakings included in the consolidation taken as
a whole;
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face; and
• they consider 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 position and performance, business model and
strategy.
These statements were approved by the Board on
12 March 2025 and signed on its behalf by:
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
Directors’ Responsibilities statement
157deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALSGOVERNANCESTRATEGIC REPORT
In our opinion:
• the financial statements of Deliveroo plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of
the parent company’s affairs as at 31 December 2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and IFRS
Accounting Standards as issued by the International Accounting Standards Board (IASB);
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,
including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement and statement of comprehensive income;
• the consolidated statement of financial position;
• the consolidated statement of changes in equity;
• the consolidated statement of cash flows;
• the parent company balance sheet;
• the parent company statement of changes in equity; and
• the notes 1 to 33 to the consolidated financial statements and notes 1 to 13 to the parent company financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law, United Kingdom adopted international
accounting standards and IFRS Accounting Standards as issued by the IASB. The financial reporting framework that has been applied in the preparation of the parent
company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK
and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are
further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services provided to the Group and parent company for the year are disclosed in note 29 to the
financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
2.
Basis for opinion
1.
Opinion
Independent Auditor’s Report to the members of Deliveroo plc
Report on the audit of the financial statements
158deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Key audit matters
The key audit matters that we identified in the current year were:
• Rider classification: Uncertain legal and tax positions
• Valuation of investment in subsidiaries
Materiality
The materiality that we used for the Group financial statements was £16.6m which was determined on the basis of 0.8% of
revenue.
Scoping
Our audit scope covers 99% of the Group’s revenue, 98% of the Group’s cost of sales, and 94% of the Group’s total assets.
Significant changes
in our approach
We identified a new key audit matter in relation to valuation of investments in subsidiaries in the parent company balance sheet
in the year. The market capitalisation of the Group at year-end was below the carrying value of the parent company’s investment
in subsidiaries and therefore judgement is required as to whether the investment carrying value should be impaired or previous
impairments reversed.
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.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
• understanding the detailed steps of the forecasting process, including relevant controls around the preparation of the going concern forecast and the strategic
plan, through enquiries with management and inspection of underlying models;
• assessing the arithmetic accuracy of the models used to prepare the Group’s base case forecast and related scenarios;
• assessing the availability of the funds held by the Group against the cash flow needs of the Group;
• reviewing the Group’s facility agreements to understand principal terms and the related financial covenants;
• challenging the directors on the appropriateness of the key assumptions in their going concern assessment, including:
• assessing key assumptions underpinning the Group’s forecast with reference to external data where possible;
• comparing and assessing the historical accuracy of forecasts against previous performance;
• assessing management’s sensitivity scenario analysis and linkage to the Group’s principal risks disclosed on page 70 to 75 of the Annual Report.
• assessing the appropriateness of the disclosures concerning going concern.
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 parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the reporting on how the Group has 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.
3.
Summary of our
audit approach
4.
Conclusions
relating to going
concern
159deliveroo plc Annual Report and Accounts 2024
Independent Auditor’s Report to the members of Deliveroo plc continued
To the members of Deliveroo plc
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included 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 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.
5.1. Rider classification: Uncertain legal and tax positions
Key audit matter
description
Riders for the Group are considered to be self-employed, other than in countries where they are engaged by an agency.
As regulators and legislatures consider the on-demand economy, companies operating in the gig economy will be subject
to regulatory scrutiny and possible investigations. The directors’ view, taking into account consultation with independent
employment law experts in each territory where there is challenge, is that the underlying facts and circumstances support the
positions taken in the respective territories. However, this is an area of significant judgement and open to challenge while the
law and the political landscape is evolving. The legal status of the Group’s riders potentially has implications for taxation, VAT, and
pension payments.
The Group is subject to various legal and regulatory investigations and challenges across the territories it operates in. Judgement
is applied in assessing each matter on a case by case basis, with reference to the criteria set out in IAS 37 “Provisions, contingent
liabilities and contingent assets”. During the year, developments in a number of cases have led the directors to reassess the most
likely outcome of these cases, and consequently to update the amounts provided for. This has resulted in the reduction of some
provisions, including due to where settlements have been made in the period, offset by the recognition of additional amounts
related to other updated or new matters elsewhere.
Given the uncertainty and potential challenge in the respective territories, we identified the accounting for legal and tax
provisions in respect of rider classification as a key audit matter.
For jurisdictions where provisions and contingent liabilities require greatest judgement, we identified that there was a potential
for management bias.
The Group recognised legal provisions of £70.4 million (2023: £113.9 million) (see note 22) and disclosed contingent liabilities of
£6.1 million (2023: £9.3 million), with additional contingent liabilities in relation to a regulatory challenge for which the Group has
assessed a range from £125 million to £160 million representing the directors’ best estimate in the event of a potential adverse
outcome (see note 32).
See note 3 of the consolidated financial statements for further detail on the accounting policies for the recognition of provisions
and contingent liabilities and see page 101 of the Audit and Risk Committee report.
5.
Key audit matters
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How the scope
of our audit
responded to the
key audit matter
In responding to the identified key audit matter, we completed the following audit procedures:
• obtained an understanding of the relevant controls over the Group’s assessment of legal compliance and determination of
provisions and contingent liabilities in respect of these matters;
• made enquiries of individuals across the Group who have responsibility for understanding and evaluating the political
landscape and risk within each country;
• conducted inquiries with the Group’s legal counsel and their external legal advisors to assess the current position of all
existing legal and tax investigations and claims and any potential new matters which may exist;
• challenged the directors’ judgements and assumptions in relation to the recognition of a provision or contingent liability
for each legal or tax matter identified. Our work incorporated our own employment tax and legal in-country specialists
in designing our audit approach and we evaluated the entity’s judgements against our expectation of the quantum and
likelihood of liabilities, including consideration of any contradictory evidence;
• performed a review of the historical legal provisions, to assess whether positions are consistently applied from the prior year
and evaluated any potential changes in position;
• searched and monitored online information sources for events of potential audit interest through the use of analytics
tools; and
• assessed the adequacy of the disclosures made in relation to rider classification in the Group’s financial statements.
Key observations
Based on our audit procedures we were satisfied with the judgements taken by the entity and that the resulting provisions
and contingent liabilities are reasonable, including the related disclosures.
5.
Key audit matters
continued
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5.2. Valuation of investment in subsidiaries
Key audit matter
description
The carrying value of the parent company investment in subsidiaries is £3,225.4m (2023: £3,225.4m), which represents over 78%
of the total assets recorded on the company balance sheet. The market capitalisation of the Group at year-end was below the
carrying value of the parent company’s investment in subsidiaries. Judgement is therefore required as to whether the investment
value should be impaired or previous impairments reversed.
The directors prepare an impairment review of the carrying value of the parent company investment in subsidiaries and
determine the recoverable amount based on its estimated value-in-use. There are key inputs into the impairment review such as
the estimated future cash flows of the Group, based on the five year long-term financial plan, long-term growth rate, and discount
rate which reflect the judgement of the directors. The impairment model is sensitive to a change in any of these key assumptions,
individually and in combination and changes could result in a material impairment in the value of the investment in subsidiary.
Given the significant judgement involved in assessing the recoverable amount of the investment in subsidiary, we have considered
this to be a key audit matter at the parent company level.
Refer to notes 2 and 7 in the parent company financial statements for further detail on the accounting policy applied, the
assessment undertaken and sensitivity disclosures.
How the scope
of our audit
responded to the
key audit matter
In responding to the identified key audit matter, we completed the following audit procedures:
• obtained an understanding of the relevant controls in relation to the entity’s setting of the discount rate, long term financial
plan forecasts, long-term growth rate, and review of the overall impairment model;
• assessed the mechanical accuracy of the impairment model and the methodology applied in determining the value in use
compared with the requirements of FRS 102 Section 27 Impairment of assets;
• with the involvement of our valuation specialists, assessed whether the discount rate and long-term growth rate used in the
entity’s impairment model are appropriate;
• assessed the key inputs and assumptions within the entity’s forecasts and impairment model, considering the wider
business environment, taking into account both corroborative and contradictory evidence and assessed the sufficiency and
appropriateness of evidence obtained;
• considered the consistency of the entity’s forecasts with other areas of the audit, including going concern;
• assessed the entity’s sensitivity analysis in relation to the key assumptions used in the cash flow forecasts; and
• evaluated the appropriateness of the disclosures regarding the parent company investment in subsidiaries in notes 2 and 7 of
the parent company financial statements.
Key observations
Based on the audit procedures performed, we are satisfied that the carrying value of the parent company investment in
subsidiaries and related disclosures are appropriate.
5.
Key audit matters
continued
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6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality
£16.6 million (2023: £16.2 million) £14.9 million (2023: £14.6 million)
Basis for
determining
materiality
We determined materiality based on 0.8% (2023: 0.8%) of
revenue.
Parent company materiality is determined based on 1.0% (2023:
1.0%) of net assets and capped at 90% (2023: 90%) of Group
materiality.
Rationale for the
benchmark applied
We determined materiality based on revenue given the
importance of this as a measure of overall performance of
the Group.
The parent company’s principal activity is to hold investments
in other Group companies. As a result, we considered net
assets to be the most relevant benchmark on which to base
materiality.
Revenue
£2,072m
Group materiality
£16.6m
Component materiality range
£4.3m to £9.7m
Revenue
Group materiality
Audit Committee reporting threshold
£0.8m
6.
Our application of
materiality
163deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALS
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the
materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality
65% (2023: 65%) of Group materiality 65% (2023: 65%) of parent company materiality
Basis and rationale
for determining
performance materiality
We determined performance materiality with reference to factors such as the quality of the control environment and the
historical error rate.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £828,000 (2023: £810,000), as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters
that we identified when assessing the overall presentation of the financial statements.
7.1. Identification and scoping of components
Our scoping of the Group audit followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence to address the
risks of material misstatement of the Group financial statements.
The Group is headquartered in the UK with operations in 10 countries as at FY24 year-end, the largest being the UK. Based on our understanding of the Group and
its business environment, the Group’s system of internal control at the entity level, the existence of centralised processes, applications and any relevant internal
audit results, we selected 10 components of the Group which were subject to audit procedures. Component performance materiality for these components ranged
between £4.3m to £9.7m.
Two components were scoped in for audits of entire financial information and 8 components were scoped in for audit procedures on one or more classes of
transactions, account balance or disclosures. Together they represent 99% of the Group’s revenue (2023: 99%), 98% of cost of sales (2023: 99%), and 94% of the
Group’s total assets (2023: 92%).
At a Group level, we also performed audit procedures on the consolidation process and performed analytical procedures on components and other account
balances that were not subject to audit procedures.
All entities are currently managed in the UK and all audit work relevant to the Group audit was conducted by the Group audit team.
7.
An overview of the
scope of our audit
6.
Our application of
materiality
continued
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7.2. Our consideration of the control environment
In order to evaluate business cycle controls, we performed walkthrough procedures and obtained an understanding of relevant controls over key cycles, including,
financial reporting, uncertain legal and tax positions, valuation of investment in subsidiaries, and order to cash to understand whether controls were effectively
designed to address the related risk. We also tested certain relevant controls within the order to cash process to determine whether the controls had operated
effectively in the financial year.
We performed an independent risk assessment of the systems used to support business processes and reporting to determine those which are of greatest
relevance to the Group’s financial reporting. We involved IT specialists to test the general IT controls (“GITCs”) over key financial reporting systems, relevant automated
controls within those systems, covering controls surrounding access security and change management, as well as testing over relevant interfaces and automated
controls.
Where control improvements were identified, these were reported to management and the Audit and Risk Committee.
7.3. Our consideration of climate-related risks
As noted on page 64 the Group has assessed the risk and opportunities relevant to climate change and whilst the Group has not identified a separate principal risk in
relation to the potential risk of climate change, it is incorporated into several existing principal risks.
We obtained an understanding of the entity’s process for considering the impact of climate-related risks at both a Group and operating company level. We evaluated
these risks to assess whether they were complete and consistent with our understanding of the entity and our wider risk assessment procedures.
As disclosed in note 3, management concluded that there was no material impact arising from climate change on the financial statements. Our procedures to
address the identified risks included considering their impact on the financial statements overall, including the application of individual accounting standards.
We further reconciled the disclosures made to underlying supporting evidence. We assessed the TCFD recommended disclosures within the Annual Report and
considered whether they are materially consistent with the financial statements and our knowledge obtained in the audit.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors
are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
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 course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. 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 in this regard.
8.
Other information
7.
An overview of the
scope of our audit
continued
165
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GOVERNANCE FINANCIALS
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the parent company’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group
or the parent company or to cease operations, or have no realistic alternative but to do so.
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 auditor’s 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.
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 auditor’s report.
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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered
the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for
directors’ remuneration, bonus levels and performance targets;
• the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
• results of our enquiries of management, internal audit, external legal counsel, the directors and the Audit and Risk Committee about their own identification and
assessment of the risks of irregularities, including those that are specific to the Group’s sector;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
9.
Responsibilities
of directors
10.
Auditor’s
responsibilities
for the audit of
the financial
statements
11.
Extent to which
the audit was
considered
capable of
detecting
irregularities,
including fraud
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• the matters discussed among the audit engagement team and relevant internal specialists, including legal, tax, IT, forensic and industry specialists regarding how
and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential
for fraud in the following area: uncertain legal and tax positions related to rider classification. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had
a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context
included the UK Companies Act, the UK Listing Rules, local employment and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified the following key audit matter related to the potential risk of fraud or non-compliance with laws and regulations:
uncertain legal and tax positions related to rider classification. The key audit matters section of our report explains the matter in more detail and also describes the
specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations
described as having a direct effect on the financial statements;
• enquiring of management, the directors, the Audit and Risk Committee and in-house and external legal counsel concerning actual and potential litigation and
claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports, and reviewing correspondence with relevant regulatory
authorities; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing
whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
11.
Extent to which
the audit was
considered
capable of
detecting
irregularities,
including fraud
continued
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GOVERNANCE FINANCIALS
Report on other legal and regulatory requirements
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent
with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit, we have not
identified any material misstatements in the strategic report or the directors’ report.
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified for our review.
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 with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified
set out on pages 176 and 177;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on
page 65;
• the directors’ statement on fair, balanced and understandable set out on page 105;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 69;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 67; and
• the section describing the work of the Audit and Risk Committee set out on page 98.
12.
Opinions on
other matters
prescribed by the
Companies Act
2006
13.
Corporate
Governance
Statement
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14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited
by us; or
• the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the
directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed by the Board of Directors on 7 December 2018 to audit the financial statements
for the year ended 31 December 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and
reappointments of the firm is seven years, covering the years ended 31 December 2018 to 31 December 2024.
15.2. Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with ISAs (UK).
14.
Matters on which
we are required
to report by
exception
15.
Other matters
which we are
required to
address
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GOVERNANCE FINANCIALS
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part
of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report
provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
MARK TOLLEY FCA (SENIOR STATUTORY AUDITOR)
FOR AND ON BEHALF OF DELOITTE LLP
Statutory Auditor
Reading
12 March 2025
16.
Use of our report
1
Include this word when the Electronic Format Annual Financial Report will be issued after the audit report.
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| 2024 | 2023 | ||
| Note | £m | £m | |
| Continuing operations | |||
Revenue | 6 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Other operating income | |||
Other operating expenses | ( | ( | |
Operating loss | 7 | ( | ( |
Finance income | 8 | ||
Finance costs | 9 | ( | ( |
Profit/(loss) before tax | ( | ||
Income tax charge | 10 | ( | ( |
Loss for the year from continuing operations | ( | ( | |
| Discontinued operations | |||
| Profit/(loss) for the year from discontinued | |||
operations | 11 | ( | |
| Profit/(loss) for the year attributable to owners | |||
of the Company | ( |
| 2024 | 2023 | ||
Profit/(loss) per share | Note | £ | £ |
| From continuing operations | |||
– Basic | 13 | ( | ( |
– Diluted | 13 | ( | ( |
| From continuing and discontinued operations | |||
– Basic | 13 | ( | |
– Diluted | 13 | ( | |
| 2024 | 2023 | ||
| Note | £m | £m | |
Profit/(loss) for the year | ( | ||
| Other comprehensive expense | |||
Items that may be reclassified subsequently to profit or loss: | |||
Currency translation | ( | ( | |
Total comprehensive income/(expense) for the year | ( |
This statement should be read in conjunction with the notes to the consolidated financial
statements on pages 175 to 214.
Consolidated income statement and statement of comprehensive profit
For the year ended 31 December 2024
171deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALS
| 2024 | 2023 | ||
| Note | £m | £m | |
| Non-current assets | |||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Intangible assets | 16 | ||
Deferred tax assets | 17 | ||
Investments in financial assets | 18 | ||
Trade and other receivables | 19 | ||
Total non-current assets | |||
| Current assets | |||
Inventory | 20 | ||
Trade and other receivables | 19 | ||
Other treasury deposits | |||
Cash and cash equivalents | 21 | ||
Total current assets | |||
Total assets | |||
| Non-current liabilities | |||
Lease liabilities | 15 | ( | ( |
Provisions | 22 | ( | ( |
Total non-current liabilities | ( | ( | |
| Current liabilities | |||
Trade and other payables | 23 | ( | ( |
Lease liabilities | 15 | ( | ( |
Provisions | 22 | ( | ( |
Total current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets |
| 2024 | 2023 | ||
| Note | £m | £m | |
| Equity | |||
Share capital | 24 | ||
Own shares | 25 | ( | ( |
Other reserves | 26 | ||
Merger reserve | |||
Share option reserve | |||
Accumulated losses | ( | ( | |
Foreign currency translation losses | ( | ( | |
Total equity |
This statement should be read in conjunction with the notes to the consolidated financial
statements on pages 175 to 214.
Consolidated statement of financial position
As at 31 December 2024
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| Foreign | |||||||||
| Share | Own | Other | Share | currency | |||||
| capital | shares | reserves | Merger | option | Accumulated | translation | |||
| (note 24) | (note 25) | (note 26) | reserve | reserve | losses | reserve | Total | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2023 | ( | ( | ( | ||||||
Loss for the year | ( | ( | |||||||
Other comprehensive expense | ( | ( | |||||||
Total comprehensive loss | ( | ( | ( | ||||||
Share-based payment awards | 27 | ||||||||
Own shares acquired during the year | 25 | ( | ( | ||||||
Own shares utilised for share schemes | 25 | ( | |||||||
Shares bought back and cancelled | 25 | ( | ( | ( | |||||
At 31 December 2023 | ( | ( | ( | ||||||
Profit for the year | |||||||||
Other comprehensive expense | ( | ( | |||||||
Total comprehensive profit/(loss) | ( | ||||||||
Share-based payment awards | 27 | ||||||||
Own shares acquired during the year | 25 | ( | ( | ||||||
Own shares utilised for share schemes | 25 | ( | |||||||
Shares bought back and cancelled | 25 | ( | ( | ||||||
| At | ( | ( | ( |
This statement should be read in conjunction with the notes to the consolidated financial statements on pages 175 to 214.
Consolidated statement of changes in equity
For the year ended 31 December 2024
173deliveroo plc Annual Report and Accounts 2024
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GOVERNANCE FINANCIALS
| 2024 | 2023 | ||
| Note | £m | £m | |
| Cash flows from operating activities | |||
Net cash generated from operating activities | 28 | ||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | 14 | ( | ( |
Acquisition of intangible assets | 16 | ( | ( |
Purchase of other treasury deposits | ( | ( | |
Proceeds from disposal of other treasury deposits | |||
Interest received | 8 | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Payment of lease liabilities | 15 | ( | ( |
Interest on lease liabilities | 9 | ( | ( |
Purchase of own shares | 25 | ( | ( |
Purchase of own shares through tender offer | 25 | ( | |
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at 1 January | |||
Effect of foreign exchange rate changes | ( | ( | |
Cash and cash equivalents at the end of the year | 21 |
This statement should be read in conjunction with the notes to the consolidated financial
statements on pages 175 to 214.
Consolidated statement of cash flows
For the year ended 31 December 2024
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Amendments to IFRS 16 | Lease liability in a sale and leaseback | Effective for annual periods beginning on or after 1 January 2024 |
Amendments to IAS 7 and IFRS 7 | Supplier finance arrangements | Effective for annual periods beginning on or after 1 January 2024 |
Amendments to IAS 1 | Non-current liabilities with covenants | Effective for annual periods beginning on or after 1 January 2024 |
| IFRS S1 General Requirements for | IFRS S1 General requirements for disclosure of sustainability- | Effective for annual periods beginning on or after 1 January 2024 |
| Disclosure of Sustainability-related | related financial information | |
| Financial Information | ||
IFRS S2 – Climate-related Disclosures | IFRS S2 – Climate-related disclosures | Effective for annual periods beginning on or after 1 January 2024 |
Amendments to IAS 1 | Classification of liabilities as current or non-current | Effective for annual periods beginning on or after 1 January 2024 |
Amendments to IAS 1 | Classification of liabilities as current or non-current – | Effective for annual periods beginning on or after 1 January 2024 |
| deferral of effective date |
| At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not | ||
| yet effective: | ||
Amendments to the SASB Standards | Amendments to the SASB standards to enhance their | Effective for annual periods beginning on or after 1 January 2025 |
| international applicability | ||
Amendments to IAS 21 | The effects of changes in foreign exchange rates: lack of | Effective for annual periods beginning on or after 1 January 2025 |
| exchangeability | ||
Amendments to IFRS 9 and IFRS 7 | Amendments to the classification and measurement of | Effective for annual periods beginning on or after 1 January 2026 |
| financial instruments | ||
| Annual improvements to IFRS | Annual improvements to IFRS accounting standards – | Effective for annual periods beginning on or after 1 January 2026 |
| Accounting Standards – Volume 11 | Volume 11 | |
IFRS 18 | Presentation and disclosures in financial statements | Effective for annual periods beginning on or after 1 January 2027 |
IFRS 19 | Subsidiaries without public accountability: disclosures | Effective for annual periods beginning on or after 1 January 2027 |
1.
General
information
2.
Application of
new and revised
International
Financial
Reporting
Standards (‘IFRS’)
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
175deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Deliveroo HOP Ltd | 13478743 |
Deliveroo International Ltd | 11465966 |
Deliveroo SP Ltd | 10970586 |
Roorestaurant Ltd | 13944490 |
Roofoods Management 1 Ltd | 13787537 |
3.
Summary of
accounting
policies
Notes to the consolidated financial statements
For the year ended 31 December 2024
176deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
3.
Summary of
accounting
policies
continued
177
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
3.
Summary of
accounting
policies
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
178deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
3.
Summary of
accounting
policies
continued
179
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
3.
Summary of
accounting
policies
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
180deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
3.
Summary of
accounting
policies
continued
181
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
3.
Summary of
accounting
policies
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
182deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
3.
Summary of
accounting
policies
continued
183
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
3.
Summary of
accounting
policies
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
184deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
3.
Summary of
accounting
policies
continued
185
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
186deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| UK and | Segments | ||||
| Ireland | International | total | Other | Total | |
| 2024 | £m | £m | £m | £m | £m |
Total revenue | 1,254.4 | 817.5 | 2,071.9 | – | 2,071.9 |
Cost of sales | (769.9) | (535.1) | (1,305.0) | – | (1,305.0) |
Administrative expenses | (217.7) | (178.1) | (395.8) | (245.9) | (641.7) |
Other operating income | 9.5 | 1.1 | 10.6 | – | 10.6 |
Other operating expenses | (2.4) | (3.8) | (6.2) | – | (6.2) |
Adjusted EBITDA* | 273.9 | 101.6 | 375.5 | (245.9) | 129.6 |
Share-based payments charge and national insurance on share options | – | – | – | (56.3) | (56.3) |
Impairments | (0.1) | (1.5) | (1.6) | – | (1.6) |
Exceptional items* | – | – | – | (12.4) | (12.4) |
Depreciation and amortisation | (71.7) | ||||
Finance income | 28.5 | ||||
Finance costs | (3.9) | ||||
Profit before tax | 12.2 | ||||
Income tax charge | (12.3) | ||||
Profit for the year from discontinued operations | 3.0 | ||||
Profit after tax and discontinued operations | 2.9 |
187deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| UK and | Segments | ||||
| Ireland | International | total | Other | Total | |
| 2023 | £m | £m | £m | £m | £m |
Total revenue | 1,209.0 | 821.0 | 2,030.0 | – | 2,030.0 |
Cost of sales | (751.5) | (552.1) | (1,303.6) | – | (1,303.6) |
Other operating income | 5.1 | 0.8 | 5.9 | – | 5.9 |
Administrative expenses | (208.1) | (185.7) | (393.8) | (247.1) | (640.9) |
Other operating expenses | (1.9) | (4.1) | (6.0) | – | (6.0) |
Adjusted EBITDA* | 252.6 | 79.9 | 332.5 | (247.1) | 85.4 |
Share-based payments charge and national insurance on share options | – | – | – | (64.3) | (64.3) |
Impairments | (2.4) | (2.6) | (5.0) | – | (5.0) |
Exceptional items* | – | – | – | 14.1 | 14.1 |
Depreciation and amortisation | (73.9) | ||||
Finance income | 35.3 | ||||
Finance costs | (2.5) | ||||
Loss before tax | (10.9) | ||||
Income tax charge | (7.6) | ||||
Loss for the year from discontinued operations | (13.3) | ||||
Loss after tax and discontinued operations | (31.8) |
| 2024 | 2023 | |
| Non-current assets | £m | £m |
| UK and Ireland | 114.4 | 128.1 |
| International | 25.3 | 33.9 |
Total non-current assets | 139.7 | 162.0 |
5.
Segment
information
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
188deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
The Group’s revenue is analysed as follows:
| 2024 | 2023 | |
| £m | £m | |
UK and Ireland | 1,254.4 | 1,209.0 |
International | 817.5 | 821.0 |
Total revenue | 2,071.9 | 2,030.0 |
| 2024 | 2023 | |
| £m | £m | |
Point in time | 2,009.4 | 1,967.6 |
Over time | 62.5 | 62.4 |
Total revenue | 2,071.9 | 2,030.0 |
Contract balances are immaterial to the Group and therefore no disclosure is provided. There have been no significant changes to the contract balances in the
current financial year.
| 2024 | 2023 | |
| £m | £m | |
Depreciation of plant, property and equipment (see note 14) | 12.4 | 13.0 |
Depreciation of right-of-use assets (see note 15) | 17.2 | 19.9 |
Amortisation expense (see note 16) | 42.1 | 41.0 |
Loss on disposal of property, plant and equipment (see note 14) | 0.3 | 4.0 |
Auditor's remuneration (see note 29) | 2.4 | 2.2 |
Sales and marketing costs | 187.5 | 185.8 |
Staff costs (see note 27) | 358.4 | 370.2 |
Exceptional items (see note 12) | 8.5 | (0.8) |
Impairment of right-of-use assets (see note 15) | 0.3 | 1.7 |
Impairment of property, plant and equipment (see note 14) | 1.3 | – |
6.
Revenue
189deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | ||
| 2024 | 2023 | |
| £m | £m | |
Interest expense on lease liabilities | 2.2 | 2.5 |
Net foreign exchange losses | 1.7 | – |
Total finance costs | 3.9 | 2.5 |
| 2024 | 2023 | |
| £m | £m | |
Current tax charge for the year | 8.7 | 7.2 |
Current tax charge/(credit) relating to prior year adjustment | 4.9 | (1.6) |
Deferred tax credit relating to the current year | (0.5) | (0.2) |
Deferred tax (credit)/charge relating to prior year adjustment | (0.8) | 2.2 |
Total tax charge | 12.3 | 7.6 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
190deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
The reconciliation between the tax expense and the product of accounting profit/(loss) multiplied by the domestic tax rate for the years ended 31 December 2024
and 2023 is as follows:
| 2024 | 2023 | |
| £m | £m | |
Profit/(loss) before tax | 12.2 | (10.9) |
Profit/(loss) before tax multiplied by the tax rate of 10.66% (2023: 32.24%) | 1.3 | 3.5 |
Losses not recognised | 2.8 | 4.7 |
Recognition of tax losses – deferred tax | – | 0.1 |
Permanent differences | 7.2 | (1.0) |
Non-taxable income | (0.3) | (8.3) |
Movement in other unrecognised temporary differences | (3.2) | 6.5 |
Adjustment in respect of prior years | 4.9 | (1.5) |
Effect of changes in tax rates | – | (0.5) |
Other taxes | – | 1.9 |
Global Minimum Top-up taxes | 0.4 | – |
Deferred tax – prior-year adjustment | (0.8) | 2.2 |
Total tax charge | 12.3 | 7.6 |
In the UK, a corporation rate of 25% (effective 1 April 2023) was substantively enacted on 24 May 2021.
The Group operates across a number of different jurisdictions, which results in various cross-border transactions arising between Group companies. In line with
Organisation for Economic Co-operation and Development (‘OECD’) guidelines, the Group bases its transfer pricing policy on the ‘arm’s length principle’. In certain
situations, different tax authorities may seek to attribute further profit to activities being undertaken in their jurisdiction which could lead to double taxation, which
the Group will seek to mitigate if it arises.
In December 2021, the OECD released a draft legislative framework for the minimum global tax scheme under the Pillar Two workstream, that is expected to be used by
individual jurisdictions that signed the agreement to amend their local tax laws.
On 20 June 2023, the government of the UK, where the ultimate parent company of the Group is incorporated, substantively enacted the Pillar Two income taxes
legislation, effective for accounting periods beginning on 1 January 2024. Under the legislation, the parent company is required to pay, in the UK, a top-up tax on
profits of its subsidiaries that are taxed at an effective rate of less than 15% under the Pillar Two tax calculation. In addition, local legislation has been substantively
enacted in other territories in which the Group operates, where domestic minimum top-up taxes have been introduced.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes based on the 2023 country-by-country reporting and the 2024 financial
information for the constituent entities in the Group. Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, the
Group has recognised a Pillar Two current tax expense of £0.4m relating to territories which are not subject to transitional safe harbour reliefs.
The Group continues to follow Pillar Two legislative developments as further countries in which the Group operates consult on and enact Pillar Two model rules, and
evaluate the potential future impact on its consolidated results of operations, financial position and cash flows.
10.
Income tax
expense
continued
191
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | |
| £m | £m | |
Revenue | – | – |
Income/(expense) | 3.9 | (13.3) |
Profit/(loss) before tax | 3.9 | (13.3) |
Attributable tax expense | (0.9) | – |
Net profit/(loss) attributable to discontinued operations (attributable to the owners of the Company) | 3.0 | (13.3) |
| 2024 | 2023 | |
| £m | £m | |
Legal and regulatory costs | 12.4 | (20.0) |
Restructuring costs | – | 5.9 |
Total exceptional items* from continuing operations | 12.4 | (14.1) |
From discontinued operations | (3.9) | 13.3 |
Total exceptional items* | 8.5 | (0.8) |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
192deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| Profit/(loss) | £m | £m |
Loss for the year from continuing operations | (0.1) | (18.5) |
Profit/(loss) for the year from continuing and discontinued operations | 2.9 | (31.8) |
| 2024 | 2023 | |
| Number of shares | No. | No. |
Weighted average number of ordinary shares outstanding | 1,617,592,456 | 1,731,467,458 |
| 2024 | 2023 | |
| From continuing operations | £ | £ |
| Loss per share | ||
| – Basic | (0.00) | (0.01) |
– Diluted | (0.00) | (0.01) |
| From continuing and discontinued operations | ||
| Profit/(loss) per share | ||
– Basic | 0.00 | (0.02) |
– Diluted | 0.00 | (0.02) |
193deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
14.
Property, plant
and equipment
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
194deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| Buildings | Equipment | Total | |
| Right-of-use assets | £m | £m | £m |
| Cost | |||
At 1 January 2023 | 108.0 | 0.9 | 108.9 |
Additions | 6.1 | – | 6.1 |
Disposals | (6.8) | – | (6.8) |
Impairment | (2.0) | – | (2.0) |
Currency translation | (2.1) | (0.1) | (2.2) |
At 31 December 2023 | 103.2 | 0.8 | 104.0 |
Additions | 10.3 | – | 10.3 |
Disposals | (7.6) | (0.8) | (8.4) |
Currency translation | (0.9) | – | (0.9) |
At 31 December 2024 | 105.0 | – | 105.0 |
| Accumulated depreciation | |||
At 1 January 2023 | (34.7) | (0.7) | (35.4) |
Depreciation charge for the year | (19.7) | (0.2) | (19.9) |
Disposals | 5.4 | – | 5.4 |
Impairment | 0.3 | – | 0.3 |
Currency translation | 0.7 | 0.1 | 0.8 |
At 31 December 2023 | (48.0) | (0.8) | (48.8) |
Depreciation charge for the year | (17.2) | – | (17.2) |
Disposals | 4.6 | 0.8 | 5.4 |
Impairment | (0.3) | – | (0.3) |
Currency translation | 0.2 | – | 0.2 |
At 31 December 2024 | (60.7) | – | (60.7) |
| Carrying amount | |||
At 31 December 2024 | 44.3 | – | 44.3 |
At 31 December 2023 | 55.2 | – | 55.2 |
195deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | |
| Amounts recognised in profit and loss | £m | £m |
Depreciation expense on right-of-use assets | 17.2 | 19.9 |
Interest expense on lease liabilities | 2.2 | 2.5 |
Expense relating to short-term leases | 0.7 | 1.9 |
| 2024 | 2023 | |
| Lease liabilities | £m | £m |
Current | 17.0 | 16.0 |
Non-current | 33.4 | 43.6 |
Total | 50.4 | 59.6 |
| Buildings | Equipment | Total | |
| £m | £m | £m | |
At 1 January 2023 | 73.6 | 0.2 | 73.8 |
Additions | 6.1 | – | 6.1 |
Disposals | (3.0) | – | (3.0) |
Accretion of interest | 2.5 | – | 2.5 |
Payments | (17.7) | (0.2) | (17.9) |
Currency translation | (1.9) | – | (1.9) |
At 31 December 2023 | 59.6 | – | 59.6 |
Additions | 9.2 | – | 9.2 |
Disposals | (2.0) | – | (2.0) |
Accretion of interest | 2.2 | – | 2.2 |
Payments | (18.3) | – | (18.3) |
Currency translation | (0.3) | – | (0.3) |
At 31 December 2024 | 50.4 | – | 50.4 |
| 2024 | 2023 | |
| Maturity analysis | £m | £m |
Year 1 | 17.8 | 17.2 |
Year 2 | 14.0 | 13.8 |
Year 3 | 10.5 | 11.7 |
Year 4 | 5.0 | 10.4 |
Year 5 | 3.2 | 5.4 |
Onwards | 3.9 | 7.4 |
Total cash flow | 54.4 | 65.9 |
Less interest | (4.0) | (6.3) |
Total | 50.4 | 59.6 |
15.
Leases
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
196deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| Capitalised | ||||
| Acquired | development | |||
| Goodwill | software | expenditure | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 January 2023 | 4.9 | 10.0 | 154.8 | 169.7 |
Additions | – | – | 36.1 | 36.1 |
Disposals | – | (0.1) | – | (0.1) |
Currency translation | – | (0.1) | – | (0.1) |
At 31 December 2023 | 4.9 | 9.8 | 190.9 | 205.6 |
Additions | – | – | 41.4 | 41.4 |
Currency translation | – | – | – | – |
At 31 December 2024 | 4.9 | 9.8 | 232.3 | 247.0 |
| Accumulated amortisation | ||||
At 1 January 2023 | – | (5.8) | (91.0) | (96.8) |
Amortisation charge for the year | – | (3.9) | (37.1) | (41.0) |
Currency translation | – | (0.1) | 0.1 | – |
At 31 December 2023 | – | (9.8) | (128.0) | (137.8) |
Amortisation charge for the year | – | – | (42.1) | (42.1) |
Currency translation | – | – | 0.1 | 0.1 |
At 31 December 2024 | – | (9.8) | (170.0) | (179.8) |
| Net book value | ||||
At 31 December 2024 | 4.9 | – | 62.3 | 67.2 |
At 31 December 2023 | 4.9 | – | 62.9 | 67.8 |
197deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | |
| £m | £m | |
| Deferred tax assets | ||
Deferred tax liabilities relating to fixed asset temporary differences | (4.1) | – |
Deferred tax assets relating to tax losses | 0.7 | 1.0 |
Deferred tax assets relating to share-based payments | 4.9 | – |
Deferred tax assets relating to other temporary differences | 1.6 | 0.8 |
Net deferred tax assets | 3.1 | 1.8 |
| Foreign | |||||
| 1 January | Recognised | Recognised | exchange | 31 December | |
| 2024 | in income* | in equity | differences | 2024 | |
| £m | £m | £m | £m | £m | |
Fixed asset temporary differences | – | (4.1) | – | – | (4.1) |
Tax value of loss carry-forwards utilised | 1.0 | (0.3) | – | – | 0.7 |
Share-based payments | – | 4.9 | – | – | 4.9 |
Other temporary differences | 0.8 | 0.8 | – | – | 1.6 |
Net deferred tax assets | 1.8 | 1.3 | – | – | 3.1 |
| Foreign | |||||
| 1 January | Recognised | Recognised | exchange | 31 December | |
| 2023 | in income* | in equity | differences | 2023 | |
| £m | £m | £m | £m | £m | |
Fixed asset temporary differences | 0.8 | (0.8) | – | – | – |
Tax value of loss carry-forwards utilised | 2.5 | (1.5) | – | – | 1.0 |
Other temporary differences | 0 . 8 | – | – | – | 0 . 8 |
Net deferred tax assets | 4.1 | (2.3) | – | – | 1.8 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
198deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| Financial assets measured at FVTPL | £m | £m |
Shares | 2.9 | 2.9 |
Total investments in financial assets | 2.9 | 2.9 |
Current | Non-current | |||
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
Trade receivables | 63.8 | 99.4 | – | – |
Lifetime ECL | (2.6) | (4.1) | – | – |
Net trade receivables | 61.2 | 95.3 | – | – |
Prepayments | 25.5 | 27.3 | – | – |
Other receivables | 14.7 | 19.3 | 9.9 | 14.1 |
Corporation tax receivable | 8.3 | 5.7 | – | – |
Total receivables | 109.7 | 147.6 | 9.9 | 14.1 |
17.
Deferred tax
continued
199
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| Not past due | <30 days | 31-60 days | 61-90 days | >90 days | Total | |
| 2024 | £m | £m | £m | £m | £m | £m |
Estimated credit loss rate % | 4% | 7% | 25% | 20% | 35% | |
Estimated gross carrying amount at default | 56.3 | 1.4 | 0.4 | 0.5 | 5.2 | 63.8 |
Lifetime ECL* | (0.5) | (0.1) | (0.1) | (0.1) | (1.8) | (2.6) |
Total | 55.8 | 1.3 | 0.3 | 0.4 | 3.4 | 61.2 |
| Not past due | <30 days | 31-60 days | 61-90 days | >90 days | Total | |
| 2023 | £m | £m | £m | £m | £m | £m |
Estimated credit loss rate % | 3% | 7% | 13% | 17% | 55% | |
Estimated gross carrying amount at default | 88.2 | 3.0 | 0.8 | 1.8 | 5.6 | 99.4 |
Lifetime ECL* | (0.4) | (0.2) | (0.1) | (0.3) | (3.1) | (4.1) |
Total | 87.8 | 2.8 | 0.7 | 1.5 | 2.5 | 95.3 |
| 2024 | 2023 | |
| £m | £m | |
Opening loss allowance as at 1 January | (4.1) | (4.0) |
Receivables written off during the year as uncollectible | 1.7 | 1.0 |
Unused amount reversed | (0.2) | (1.1) |
Closing loss allowance at 31 December | (2.6) | (4.1) |
19.
Trade and other
receivables
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
200deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| £m | £m | |
Restaurant equipment | 1.6 | 2.1 |
Rider clothing and equipment | 10.0 | 11.4 |
Food and packaging | 1.7 | 1.3 |
Total inventories | 13.3 | 14.8 |
| 2024 | 2023 | |
| £m | £m | |
Cash at bank | 98.2 | 107.5 |
Money market fund | 291.1 | 240.5 |
Short-term deposits | 72.0 | 255.1 |
Total cash and cash equivalents | 461.3 | 603.1 |
201deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2023 | ||
| £m | £m | |
Legal provision | 70.4 | 113.9 |
Dilapidations | 11.6 | 13.3 |
Total provisions | 82.0 | 127.2 |
| 2024 | 2023 | |
| Legal Provision | £m | £m |
Current | 70.4 | 58.1 |
Non-current | – | 55.8 |
Total | 70.4 | 113.9 |
| Legal | ||
| provisions | Dilapidations | |
| £m | £m | |
At 1 January 2024 | 113.9 | 13.3 |
Foreign currency translation | (4.6) | – |
Additional amounts provided for | 15.8 | 1.2 |
Amounts utilised | (49.2) | (1.2) |
Amounts released | (5.5) | (1.7) |
At 31 December 2024 | 70.4 | 11.6 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
202deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| £m | £m | |
Trade payables | 35.1 | 16.0 |
Accruals and deferred income | 123.5 | 137.1 |
Other tax and social security payables | 81.9 | 61.6 |
Other payables | 23.4 | 26.1 |
Amounts due to restaurants | 110.9 | 82.8 |
Corporation tax payable | – | 2.8 |
Total payables | 374.8 | 326.4 |
22.
Provisions
continued
203
deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | 2024 | 2023 | |
| Shares issued and fully paid: | shares | shares | £ | £ |
Ordinary | 1,566,668,921 | – | 7,833,345 | – |
Ordinary A | – | 1,521,831,251 | – | 7,609,156 |
Ordinary B | – | 102,508,168 | – | 512,541 |
Total shares issued | 1,566,668,921 | 1,624,339,419 | 7,833,345 | 8,121,697 |
| 2024 | 2023 | |
| £m | £m | |
Balance at 1 January | 51.5 | 66.0 |
Acquired during the year | 120.0 | 59.8 |
Bought back and cancelled | (88.5) | (50.8) |
Exercise of share options | (28.4) | (23.5) |
Balance at 31 December | 54.6 | 51.5 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
204deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| Capital redemption reserve | £m | £m |
At 1 January | 1.2 | – |
Shares cancelled during the year | 0.3 | 1.2 |
At 31 December | 1.5 | 1.2 |
| 2024 | 2023 | |
| £m | £m | |
| Wages and salaries | 259.1 | 262.7 |
Social security costs | 40.3 | 41.1 |
Contributions to defined contribution plans | 9.9 | 10.3 |
Share-based payment charge | 49.1 | 56.1 |
Total employee benefits | 358.4 | 370.2 |
25.
Own shares
continued
27.
Employee
benefits
205deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | |
| No. | No. | |
Sales, marketing and operations | 2,250 | 2,263 |
Technology | 1,049 | 1,062 |
Administration | 439 | 449 |
Directors and global management | 22 | 33 |
Total employee numbers | 3,807 |
27.
Employee
benefits
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
206deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
27.
Employee
benefits
continued
207
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| Employee | Weighted | ||||
| share awards | average | ||||
| Employee | (France and | Performance | exercise | ||
| share options | US) | share plans | Total | price (£) | |
Outstanding at 31 December 2022 | 114,754,960 | 62,588,184 | 16,724,678 | 194,067,822 | 0.02 |
Granted | 5,910,792 | 4,022,324 | 16,520,993 | 26,454,109 | 0.01 |
Forfeited | (15,312,719) | (5,256,959) | (6,232,096) | (26,801,774) | 0.01 |
Exercised | (19,220,819) | (14,948,119) | – | (34,168,938) | 0.02 |
Outstanding at 31 December 2023 | 86,132,214 | 46,405,430 | 27,013,575 | 159,551,219 | 0.01 |
Granted | 12,130,626 | 3,703,272 | 11,142,667 | 26,976,565 | 0.01 |
Forfeited | (10,230,293) | (13,752,686) | (5,382,777) | (29,365,756) | 0.00 |
Exercised | (19,903,287) | (11,634,023) | – | (31,537,310) | 0.02 |
Outstanding at 31 December 2024 | 68,129,260 | 24,721,993 | 32,773,465 | 125,624,718 | 0.01 |
Exercisable at 31 December 2024 | 37,114,118 | 325 | – | 37,114,443 | 0.04 |
Exercisable at 31 December 2023 | 39,692,123 | 756 | – | 39,692,879 | 0.04 |
Exercisable at 31 December 2022 | 31,049,260 | 230 | – | 31,049,490 | 0.07 |
Valuation method | Black-Scholes | Intrinsic value | Monte Carlo |
27.
Employee
benefits
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
208deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
2024 | 2023 | |
Vesting period | 1 year – | 1 month – |
| 4 years | 4 years | |
Volatility | 48.0% | 55.1% |
Option life | 10 years | 9.9 years |
Risk-free investment rate | 3.695% | 8.825% |
Weighted average share price | £1.32 | £0.96 |
Weighted average exercise price grant date | £0.01 | £0.00 |
2024 | 2023 | |
Grant price | £0.01 | £0.01 |
Weighted average market price | £1.30 | £0.93 |
Attrition rate | 16% | 26% |
2024 | 2023 | |
Exercise price | £0.005 | £0.005 |
Volatility | 48.0% | 55.1% |
Expected life | 3 years | 3 years |
Risk-free investment rate | 3.7840% | 3.3556% |
Dividend yield | 0% | 0% |
27.
Employee
benefits
continued
209
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 2024 | 2023 | |
| £m | £m | |
| Cash flows from operating activities | ||
Operating loss for the year (i) | (8.5) | (56.7) |
Depreciation and amortisation | 71.7 | 73.9 |
Loss/(profit) on disposal of leases | 1.0 | (1.5) |
Loss on disposal of property, plant and equipment | 0.3 | 4.0 |
Impairment on property, plant and equipment | 1.3 | – |
Impairment of right-of-use assets | 0.3 | 1.7 |
Share-based payments charge | 49.1 | 56.1 |
Decrease in inventories | 1.5 | 4.6 |
Decrease/(increase) in trade and other receivables | 44.2 | (29.6) |
Increase/(decrease) in trade and other payables | 41.2 | (6.2) |
Decrease in dilapidation provision | (2.8) | (0.8) |
Decrease in legal provisions | (43.5) | (14.1) |
Corporation tax paid | (7.0) | (4.3) |
Net foreign exchange differences | (0.3) | (3.9) |
Net cash generated from operating activities | 148.5 | 23.2 |
| Lease | |
| Liabilities | |
| £m | |
At 1 January 2023 | 73.8 |
Cash flow | (17.9) |
Other non-cash movements | 5.6 |
Currency translation | (1.9) |
At 31 December 2023 | 59.6 |
Cash flow | (18.3) |
Other non-cash movements | 9.4 |
Currency translation | (0.3) |
At 31 December 2024 | 50.4 |
| 2024 | 2023 | |
| £m | £m | |
Remuneration for the audit | 2.3 | 2.1 |
Audit-related assurance services | 0.1 | 0.1 |
Total auditor’s remuneration | 2.4 | 2.2 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
210deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| £m | £m | |
| Financial assets at amortised cost | ||
| Trade and other receivables (excluding | ||
prepayments and corporation tax) | 85.8 | 128.7 |
Other treasury deposits | 206.6 | 75.7 |
Cash and cash equivalents | 170.2 | 362.6 |
Total | 462.6 | 567.0 |
| 2024 | 2023 | |
| £m | £m | |
| Financial assets at FVTPL | ||
Money market funds | 291.1 | 240.5 |
Shares | 2.9 | 2.9 |
Total | 294.0 | 243.4 |
| 2024 | 2023 | |
| £m | £m | |
| Financial liabilities at amortised cost | ||
Trade and other payables* | (285.0) | (256.7) |
Total | (285.0) | (256.7) |
| 2024 | 2023 | |
| £m | £m | |
USD | 21.4 | 1.6 |
EUR | 197.8 | 160.7 |
AUD | – | 0.1 |
HKD | 10.8 | 14.9 |
SGD | 10.0 | 7.4 |
KWD | 7.8 | 5.4 |
AED | 31.0 | 37.9 |
INR | 1.3 | 0.4 |
QAR | 3.6 | 2.5 |
PLN | 0.3 | 0.4 |
211deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| Cash increase/(decrease) | ||||
| 10% | 10% | 10% | 10% | |
| strengthening | strengthening | weakening | weakening | |
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
USD | (2.0) | (0.3) | 2.3 | – |
EUR | (17.7) | (14.5) | 22.3 | 18.0 |
A U D | – | – | – | – |
HKD | (0.9) | (1.3) | 1.3 | 1.7 |
SGD | (0.9) | (0.7) | 1.1 | 0.8 |
KWD | (0.6) | (0.5) | 1.0 | 0.6 |
AED | (2.8) | (3.4) | 3.5 | 4.2 |
INR | (0.1) | – | 0.1 | 0.1 |
QAR | (0.4) | (0.3) | 0.3 | 0.2 |
PLN | – | (0.1) | 0.1 | – |
| 2024 | 2023 | |
| £m | £m | |
| Trade and other receivables (excluding | ||
prepayments, corporation tax and deposits) | 85.8 | 128.7 |
Other treasury deposits | 206.6 | 75.7 |
Cash and cash equivalents | 461.3 | 603.1 |
Total financial assets | 753.7 | 807.5 |
30.
Financial
instruments
continued
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
212deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
| 2024 | 2023 | |
| £m | £m | |
Within one year | (285.0) | (256.7) |
Total | (285.0) | (256.7) |
30.
Financial
instruments
continued
213
deliveroo plc Annual Report and Accounts 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
| 31 December | 31 December | |
| 2024 | 2023 | |
| £m | £m | |
Wages and salaries | 6.6 | 10.8 |
Post-retirement benefits | 0.1 | 0.2 |
Termination payments | 0.3 | 0.4 |
Share-based payments charge | 11.0 | 19.2 |
Total remuneration | 18.0 | 30.6 |
Notes to the consolidated financial statements continued
For the year ended 31 December 2024
214deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Note
2024
£m
2023
£m
Fixed assets
Investments 7 3,225.4 3,225.4
Intercompany loan 3 695.7 772.4
3,921.1 3,997.8
Current assets
Debtors 4 192.2 194.6
Cash and cash equivalents 5 0.4 –
192.6 194.6
Current liabilities
Creditors 6
(0.5) (2.7)
Net current assets 192.1 191.9
Total assets less current liabilities 4,113.2 4,189.7
Net Assets 4,113.2 4,189.7
Capital and reserves
Called up share capital 8 7.8 8.1
Own shares 9 (1.5) –
Other reserves 10 1.5 1.2
Merger reserve 3,218.0 3,218.0
Profit and loss account 887.4 962.4
Shareholders’ funds 4,113.2 4,189.7
As permitted by Section 408 of the Companies Act 2006, the Company’s statement of profit or loss has not been included in these financial statements. The Company recorded a profit for the year to
31 December 2024 of £24.8 million (2023: profit of £17.7 million).
Approved and authorised by the Board on 12 March 2025 and signed on its behalf by:
SCILLA GRIMBLE
DIRECTOR
Parent Company balance sheet
As at 31 December 2024
(Registration number: 13227665)
215deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Note
Share
capital
£m
Note 8
Own
shares
£m
Note 9
Other
reserves
£m
Note 10
Merger
reserve
£m
Profit and
loss
account
£m
Total
£m
At 1 January 2023 9.3 – – 3,218.0 1,192.4 4,419.7
Profit for the year and comprehensive income ––––17.7 17.7
Share-based payment awards ––––56.1 56.1
Own shares acquired during the year 9 – (50.8) – – – (50.8)
Shares bought back and cancelled 9 (1.2) 50.8 1.2 – (303.8) (253.0)
At 31 December 2023 8.1 – 1.2 3,218.0 962.4 4,189.7
Profit for the year and comprehensive income ––––24.8 24.8
Share-based payment awards ––––65.6 65.6
Own shares acquired during the year 9 – (166.9) – – – (166.9)
Shares bought back and cancelled 9 (0.3) 88.5 0.3 – (88.5) –
Own shares utilised for share schemes 9 – 76.9 – – (76.9) –
At 31 December 2024 7.8 (1.5) 1.5 3,218.0 887.4 4,113.2
Parent Company statement of changes in equity
For the year ended 31 December 2024
216deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
The Company is a public company limited by share capital, incorporated in England and Wales.
The Company’s principal activity is that of a holding company.
The address of its registered office is:
The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the
periods presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of
Ireland’.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
Amounts are presented in GBP and to the nearest million pounds (to one decimal place) unless otherwise noted.
Summary of disclosure exemptions
The Company is a qualifying entity for the purposes of FRS 102 and has taken advantage of the following disclosure exemptions permitted by FRS 102:
• the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation, paragraph 3.17(d); and
• the requirements of Section 11 Financial Instruments, paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), and 11.48(c); and
• the requirements of Section 26 Share-based payments, paragraph 26.18(b), 26.19, 26.21 and 26.23; and
• the requirements of Section 29 Income tax. paragraphs 29.28(b) and 29.29; and
• the requirements of Section 33 Related Party Disclosures, paragraph 33.7.
Going concern
These financial statements have been prepared on the going concern basis, which assumes continuity of normal business activity and the realisation of assets and
the settlement of liabilities in the ordinary course of business.
At the reporting date, the Company’s current assets exceed its current liabilities by £192.1 million (2023: £191.9 million) and it has net assets of £4,113.2 million (2023:
£4,189.7 million).
Tax
Any tax expense or credit recognised in the income statement is based on the results for the period as adjusted for items which are disallowed or not taxed. It is
based on tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.
1.
General
information
Notes to the financial statements
For the year ended 31 December 2024
217deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Deferred income tax is calculated using the liability method in respect of
temporary differences between the carrying amounts of assets and liabilities
and their tax bases. Deferred tax on temporary differences associated with
investments in subsidiaries is not recognised if reversal of these temporary
differences can be controlled by the Company and it is probable that reversal will
not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates
that are expected to apply to their respective period of realisation, provided they
are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will
be able to be utilised against future taxable income, based on the Company’s
forecast of future operating results which is adjusted for significant non-taxable
income and expenses and specific limits to the use of any unused tax loss or
credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Company has a right
and intention to set off current tax assets and liabilities from the same taxation
authority.
Changes in deferred tax assets or liabilities are recognised as a component of
tax income or expense in profit or loss, except where they relate to items that are
recognised in other comprehensive income or directly in equity, in which case
the related deferred tax is also recognised in other comprehensive income or
equity respectively.
Investments
Investments in subsidiaries are stated at cost less cumulative impairment losses.
The carrying values of investments are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication
exists, an impairment loss is recognised if the carrying amount of an asset
exceeds its estimated recoverable value.
The Company also considers the relationship between its market capitalisation
and the carrying value of its investments, when reviewing for indicators of
impairment.
Cash at bank
Cash and cash equivalents comprises cash on hand and demand deposits,
together with other short-term, highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an insignificant
risk of changes in value.
Debtors
Debtors include amounts due from Group companies and other amounts due
from third parties. They are recognised as fixed assets if intended for use on a
continuing basis, and as current assets if not intended for such use.
Intercompany loan
Intercompany loans are amounts due from Group Companies. They are
recognised as fixed assets when the repayment is due more than 12 months
from the balance sheet date and as current assets when the repayment is due
within 12 months of the balance sheet date.
At each reporting date financial assets measured at amortised cost are assessed
for objective evidence of impairment. If an asset is impaired, the impairment
loss is the difference between the carrying amount and the present value of the
estimated cash flows discounted at the asset’s original effective interest rate.
The impairment loss is recognised in the profit and loss statement.
Creditors
Creditors include amounts due to Group Companies and other amounts due
to third parties. They are recognised as amounts falling due within one year
if payment is due in one year or less. If payment is due in over a year, they are
presented as amounts falling due after more than one year.
Share capital
Share capital represents the nominal value of shares that have been issued. Any
transaction costs directly attributable to the issuing of new shares are deducted
from share capital, net of any related income tax benefits.
Other components of equity include the following:
• profit and loss account – comprises accumulated profit/(loss);
• merger reserve – comprises the difference between the fair value of
Roofoods Ltd as at 6 April 2021 and the nominal value of shares acquired by
Deliveroo plc as part of the share-for-share exchange which took place prior
to the Company’s admission to the London Stock Exchange;
2.
Accounting
policies
continued
Notes to the financial statements continued
For the year ended 31 December 2024
218deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
2.
Accounting
policies
continued
• own shares – comprises the shares of Deliveroo plc that are held in treasury.
Own shares are recorded at cost and deducted from equity; and
• other reserves – represents the nominal value of shares bought back and
cancelled.
Share-based payments
The Group operates share-based compensation plans for employees. Equity
instruments granted are measured at fair value of the equity instrument at
grant date. This is recognised as an expense in the statement of comprehensive
income, with a corresponding credit to equity. The expense is allocated over the
vesting period, based on the best available estimate of the number of equity
instruments expected to vest.
Vesting conditions may have market or non-market criteria, and are included in
assumptions about the number of equity instruments that are expected to vest.
Estimates are subsequently revised if there is any indication that the number of
equity instruments expected to vest differs from previous estimates, and taking
into account the number of equity instruments which have been cancelled,
modified or forfeited in the period.
It recognises the impact of the revision to original estimates, if any, in the
statement of comprehensive income with a corresponding adjustment to equity.
Any cumulative adjustment prior to vesting is recognised in the current period.
No adjustment is made to any expense recognised in prior periods, if equity
instruments expected to vest differs from previous estimates. Upon exercise
of equity instruments the proceeds received net of any directly attributable
transaction costs are allocated to share capital and share premium.
The Group maintains an Employee Benefit Trust (‘EBT’) which holds shares on
behalf of the Company, which can be used to settle obligations under employee
share-based compensation plans.
Critical accounting judgements and key sources of
estimation uncertainty
In the application of the Company’s accounting policies, which are described
above, management is required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both current and future
periods.
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting period that may have a significant risk of causing
material adjustments to the carrying amounts of assets and liabilities within the
next financial year, are discussed below.
Key sources of estimation uncertainty
Impairment of investments in subsidiary undertakings and
intercompany receivables
The carrying value of the investment in the Company’s wholly owned subsidiaries
and intercompany receivables is reviewed for impairment on an annual basis. The
recoverable amount is determined based on a value-in-use calculation derived
from the Group’s Long-Term Plan, approved by the Board. The assessment of the
recoverable amount requires the determination of appropriate assumptions,
which comprise key sources of estimation uncertainty. The principal assumptions
relate to the performance of the Group over the forecast period (including the
GTV compound annual growth rate (‘CAGR’)), the long-term growth rate applied
beyond the forecast period, and the discount factor (which is derived from the
Group’s weighted average cost of capital (‘WACC’)). Estimation uncertainty arises
due to changing economic and market factors, and fluctuations in forecasted
revenue and cost growth. See note 7 for further details on the assumptions and
associated sensitivities.
The Company’s financial risk is managed as part of the Group’s strategy and
policies as discussed in note 30 of the Group financial statements.
Critical accounting judgements
In the course of preparing the financial statements, no judgements have been
made in the process of applying the Company’s accounting policies.
219
deliveroo plc Annual Report and Accounts 2024
Notes to the financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
2024
£m
2023
£m
Intercompany loan – Roofoods Ltd 695.7 772.4
Amounts falling due within one year
2024
£m
2023
£m
Amounts owed by Group companies 191.7 192.1
Other debtors 0.5 0.4
Prepayments – 2.1
Total debtors 192.2 194.6
Amounts owed by Group companies are unsecured, repayable on demand and do not bear interest.
2024
£m
2023
£m
Cash and short-term deposits 0.4 –
Amounts falling due within one year
2024
£m
2023
£m
Trade creditors 0.1 1.9
Accruals 0.4 0.8
Total creditors 0.5 2.7
2024
£m
2023
£m
Investments 3,225.4 3,225.4
Deliveroo plc directly owns 100% of Roofoods Limited.
4.
Debtors
5.
Cash and cash
equivalents
6.
Creditors
3.
Intercompany
loan
Notes to the financial statements continued
For the year ended 31 December 2024
220deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
7.
Investments
continued
Impairment of investments in subsidiary undertakings
The Company evaluates its investments in subsidiary undertakings annually for any indicators of impairment or impairment reversal. The Company considers the
relationship between its market capitalisation and the carrying value of its investments, among other factors, when reviewing for indicators of impairment. As at
31 December 2024 the market capitalisation of the Group was below the carrying value of its investment in Roofoods Ltd, indicating a potential impairment. An
impairment review of the Company’s investments in subsidiaries and intercompany receivables was undertaken.
The carrying value of the investment in Roofoods Ltd was the result of decisions taken during the restructuring exercise alongside the IPO, when the new Parent
Company, Deliveroo plc, was incorporated and acquired the Roofoods Group. The current carrying value is subsequent to a £697.0 million impairment recognised as at
31 December 2022.
The recoverable amount of the investment in and receivables from Roofoods Ltd of £4,112.8 million has been determined based on a value-in-use calculation, based
on the Group’s Long-Term Plan. Principal assumptions include GTV CAGR used for the forecast period of 12% (2023: 14%), terminal growth rate (‘TGR’) of 2.5% (2023: 2.5%),
and WACC of 12.5% (2023: 14%).
Management has concluded that the recoverable amount supports the carrying value of £4,112.8 million (2023: £4,189.9 million). Management has performed a
sensitivity analysis on the inputs which are reported sources of estimation uncertainty (see note 2). A reasonably possible change in the discount rate of an increase
of 1.0%-points or 1.5%-points, and a decrease of 0.5%-points in TGR supports the carrying value and would not result in an impairment (2023: no impairment). A
2%-point reduction (2023: 2%-point reduction) in GTV CAGR over the period of the Long-Term Plan would result in an impairment charge of £129.6 million (2023:
£408.0m).
Details of undertakings
Investments in subsidiaries of the Company consist of the following, all of which are included in the Group consolidated results for the year:
Undertaking Registered office Holding
Proportion of
Ordinary Shares
directly held
Roofoods Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Deliveroo Belgium SARL WeWork, 31 Rue du Commerce, 1000 Bruxelles, Belgium Ordinary 100%
Deliveroo Consulting and
Trading LLC
5th floor Workinton M7, Building 17, Zone 3, Msheireb Downtown, Street 950, Doha, Qatar Ordinary 100%
Deliveroo DMCC Unit No 123, DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, Dubai,United Arab Emirates Ordinary 100%
Deliveroo Editions DMCC Unit C05, Swiss Tower, Plot No. JLT-PH2-Y3A, Jumeirah Lakes Towers, Dubai, United Arab Emirates Ordinary 100%
Deliveroo France SAS 36 rue Lafayette, Paris, 75009, France Ordinary 100%
Deliveroo Germany GmbH* c/o Cormoran GmbH, Am Zirkus 2, 10117, Berlin, Germany Ordinary 100%
Deliveroo Hong Kong Limited* 3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong Ordinary 100%
Deliveroo Hop DMCC Unit No: R-04 Gold Crest View, Plot No: JLT-PH2-V2A, Jumeirah Lakes Towers, Dubai, United Arab Emirates Ordinary 100%
Delivery Hop Italy SRL Via Carlo Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo Hop Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Deliveroo Hop Trading LLC Plot Number 674/289 – Control Tower Retail – R#4 PO Box 24980, Dubai, United Arab Emirates Ordinary 100%
221
deliveroo plc Annual Report and Accounts 2024
Notes to the financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
7.
Investments
continued
Undertaking Registered office Holding
Proportion
of Ordinary
Shares
directly held
Deliveroo International Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Deliveroo Ireland Limited 2 Dublin Landings, North Dock, Dublin 1, Ireland Ordinary 100%
Deliveroo Italy SRL Via Carlo Bo, 11 20143 Milano, Italy Ordinary 100%
Deliveroo LLC No 15, 5th Floor Workinton M7, Building 17, Zone 3, Street 950, Mshelreb Downtown, Doha, Qatar Ordinary 100%
Deliveroo Netherlands BV** Raamplein 1, 1016 XK Amsterdam, Netherlands Ordinary 100%
Deliveroo Singapore Pte Ltd 77, Raffles Place, Robinson Road, #13-00 Robinson 77, 068896, Singapore Ordinary 100%
Deliveroo SP Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Deliveroo sp. z o.o. ul. Aleje Ujazdowskie, nr 41, Warszawa, 00-540, Poland Ordinary 100%
Roofoods (USA) Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, United States of America Ordinary 100%
Roofoods Editions Kitchen
Center LLC
Shop 07, Majestic Tower, Business Bay, Dubai, United Arab Emirates Ordinary 100%
Roofoods Food Delivery LLC Unit 3201-3204, API Trio Towers, Commercial Tower, Sheikh Zyed Road, Barsha First, United Arab Emirates Ordinary 100%
Roofoods Management 1 Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Roofoods Management 2 Ltd 1-2 Victoria Buildings, Haddington Road, Dublin 4, Dublin, D04 XN32, Ireland Ordinary 100%
Roofoods Private Limited Unit 1, 2nd floor (ARGUS Block), Sattva Knowledge City, Plot No 2 in Phase 1, Survey No. 83/1 of Raidurg Village,
Serilingampally Mandal, Ranga Reddy District, Hydrebad, Telangana, 500081, India
Ordinary 100%
Roofoods Restaurant LLC Unit L116, Plot No. P20, World Trade Center Mall, Abu Dhabi Island, Abu Dhabi, United Arab Emirates Ordinary 49%
Roofoods Spain S.L.U*** Calle Velazquez 64, 4th floor, Madrid, 28001, Spain Ordinary 100%
Roorestaurant Ltd The River Building – Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom Ordinary 100%
Deliveroo Editions Food
Preparation Management
Company SPC
West Abu Fatira Al-Herafia, Block 1, Plot 513, Street 25, Zayed Al Otaibi building, Floor 1, Mubarak Al-Kabeer,
Kuwait City, Kuwait
–0%
Deliveroo Management
Limited
Unit GD-PB-04-05-OF-07, Level 5, Gate District Precinct Building 04, Dubai International Financial Centre,
Dubai, United Arab Emirates
–0%
Editions SPC Ltd Unit 06, 07, Level 13, Currency House, Tower 2, Dubai International Financial Centre, Dubai, 506615,
United Arab Emirates
–0%
New Skies General
Trading SPC
Qibla, Block 9, Plot 7, Ahmed Al-Jaber Street, Abdullah Al Yousifi building, Floor M2, Unit 11, Kuwait City, Kuwait 0%
New Skies SPV Limited Suite 510, 11th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United
Arab Emirates, United Arab Emirates
–0%
Roofoods Consumer
Products Delivery Gulf SPC
Al Mirqab, Al Soor Street, Burj AlShaya, Floor 10, Unit 20, Kuwait City, Kuwait, Kuwait – 0%
* In the process of liquidation
** Ceased trading in 2022
*** Liquidated 23 May 2024
Notes to the financial statements continued
For the year ended 31 December 2024
222deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Shares issued, allotted and fully paid
2024
Shares
2023
Shares
2024
£
2023
£
Ordinary 1,566,668,921 – 7,833,345 –
Ordinary A
– 1,521,831,251 – 7,609,156
Ordinary B – 102,508,168 – 512,541
Total shares issued 1,566,668,921 1,624,339,419 7,833,345 8,121,697
All shares have a nominal value of £0.005.
On 7 April 2024, pursuant to Article 60 of the Company’s Articles of Association, all of the 102,508,168 issued and outstanding B Ordinary Shares automatically converted
into A Ordinary Shares (‘the B Share Conversion’). Following the B Share Conversion, the Company redesignated its issued and outstanding A Ordinary Shares to one
class of shares, known as Ordinary Shares. Each Ordinary Share has the same rights and are subject to the same restrictions as those which were attached to each A
Ordinary Share immediately prior to redesignation.
The Company issued 2,320,600 (2023: 1,392,200) new shares at a nominal value of £0.005 per share to settle previous share awards made to non-employees.
See note 9 for information regarding shares bought back and cancelled during the current and prior year.
8.
Share capital
223deliveroo plc Annual Report and Accounts 2024
Notes to the financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
2024
£m
2023
£m
Balance at 1 January – –
Acquired in the year 166.9 50.8
Bought back and cancelled (88.5) (50.8)
Own shares utilised for shares schemes (76.9) –
Balance at 31 December 1.5 –
The own shares reserve represents the cost of Deliveroo plc shares purchased and cancelled or utilised for share schemes during the year. Shares are purchased
from the market and from the Group’s Employee Benefit Trust (‘EBT’). The number of Ordinary Shares held in treasury at 31 December 2024 was 1,086,858 (2023: nil).
On 9 August 2024, the Company commenced a share purchase programme to purchase Ordinary Shares of 0.5p each in the capital of the Company of up to a
maximum consideration of £150 million. The Company purchased 61.1 million Ordinary Shares for £90.0 million including transaction costs of £0.6 million. 60 million of
these shares were cancelled during the year at a cost of £88.5 million and a nominal value of £0.3 million, recorded in the capital redemption reserve (see note 10).
The Company also purchased 58.8 million (2023: nil) shares from the Employee Benefit Trust for £76.9 million (2023: £nil) which were utilised to settle share schemes.
In the prior year, the Company completed a share buyback programme, buying 44.7 million Ordinary Shares for £50.8 million, including transaction costs of £0.8 million.
All of the shares were cancelled during the prior year and had a nominal value of £0.2 million, recorded in the capital redemption reserve (see note 10).
During the prior year, the Company completed a tender offer to purchase 192.3 million Ordinary Shares at a price of 130p per share, for a total cost of £253.0 million,
including transaction costs of £3.0 million. The shares acquired under the tender offer were immediately cancelled and had a nominal value of £1.0 million, recorded in
the capital redemption reserve (see note 10).
Capital redemption reserve
2024
£m
2023
£m
Balance at 1 January 1.2 –
Shares bought back and cancelled 0.3 1.2
Balance at 31 December 1.5 1.2
The capital redemption reserve represents the nominal value of all shares bought back and cancelled (see note 9).
10.
Other reserves
9.
Own shares
Notes to the financial statements continued
For the year ended 31 December 2024
224deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
The standard rate of corporation tax applied to reported profit in the UK is 25% (2023: 23.5%).
The current tax charge for the year ended 31 December 2024 is £nil (2023: £nil).
The Finance (No. 2) Act, which was enacted in July 2023, including clauses for OECD BEPS Pillar 2 implementation in the UK, has no further material or negative impacts
on the Company’s current or deferred tax.
These Parent Company financial statements are consolidated in the Group financial statements of Deliveroo plc, which are available from
https://corporate.deliveroo.co.uk.
Subsequent to the year end the Company repurchased a further 39,622,645 ordinary shares at a cost of £53.5 million as part of the share buy back programme
commenced in August 2024.
On 10 March 2025, the Group announced the exit of its Hong Kong operations through the sale of certain assets and the closure of other assets. This decision had no
material impact on the consolidated financial statements for the year ended 31 December 2024.
On 12 March 2025, the Board approved a share buy back programme of up to £100m. These shares will subsequently be cancelled. Our existing AGM authority permits
the repurchase of up to 10% of our issued share capital in a year. The completion of the new share buyback will be subject to the reapproval of the AGM authority in
May 2025.
11
Taxation
12
Parent and
ultimate parent
undertaking
13.
Events after the
reporting period
225deliveroo plc Annual Report and Accounts 2024
Notes to the financial statements continued
For the year ended 31 December 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
£m unless stated
2020
£m
2021
£m
2022
£m
2023
£m
2024
£m
Orders (m) 173.7 284.1 299.2 290.2 296.0
GTV per order* (£) 22.9 22.2 22.9 24.3 25.1
GTV* 3,978.8 6,304.6 6,848.1 7,062.0 7,433.5
Revenue 1,163.0 1,735.0 1,974.7 2,030.0 2,071.9
Cost of sales (815.3) (1,239.9) (1,331.5) (1,303.6) (1,305.0)
Gross profit 347.7 495.1 643.2 726.4 766.9
Marketing and overheads* (358.5) (595.1) (688.2) (641.0) (637.3)
Adjusted EBITDA* (10.8) (100.0) (45.0) 85.4 129.6
YoY % change – constant
currency*
Orders 51% 73% 5% (3)%
2%
GTV per order* 6% (2)% 2% 6% 4%
GTV* 62% 70% 7% 3% 6%
% of GTV
Revenue* 29.2% 27.5% 28.8% 28.7% 27.9%
Gross profit* 8.7% 7.9% 9.4% 10.3% 10.3%
Marketing and overheads* (9.0)% (9.4)% (10.0)% (9.1)% (8.6)%
Adjusted EBITDA* (0.3)% (1.6)% (0.7)% 1.2% 1.7%
Selected metrics: consolidated
income statement
Adjusted EBITDA* (10.8) (100.0) (45.0) 85.4 129.6
Depreciation and amortisation (34.4) (42.0) (61.4) (73.9) (71.7)
Share-based payments charge
and accrued national insurance
on share options (73.2) (109.5) (68.8) (64.3) (56.3)
Profit / (loss) for the period
attributable to owners of the
Company^ (226.4) (330.5) (294.1) (31.8) 2.9
Selected metrics: consolidated
statement of cash flows
Net cash generated from
operating activities^ 7.4 (171.5) (144.2) 23.2 148.5
Purchase of property, plant and
equipment^ (5.8) (21.4) (30.1) (7.6)
(3.3)
Acquisition of intangible assets^ (20.5) (34.6) (50.3) (36.1) (41.4)
Net cash*^ 379.1 1,290.9 999.6 678.8 667.9
Free cash flow* (29.8) (238.7) (243.1) (38.4) 85.5
* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.
Deliveroo ceased operations in Spain in November 2021 and in Australia and the Netherlands in November 2022.
In accordance with IFRS 5, Australia and the Netherlands have been classified as discontinued operations in 2023
and 2022. Results for 2021 have been restated (results for 2020 have not been restated).
Spain has been classified as a discontinued operation in 2023, 2022 and 2021. Results for 2020 have been
restated.
In this summary, all figures are for continuing operations in the period, except for those marked with a triangle
(^), which are for continuing and discontinued operations in the period.
Five-year financial summary
226deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
AI
Artificial Intelligence.
Annual General Meeting (‘AGM’)
Meeting of shareholders of the Company held each year to
consider ordinary and special business as provided in the
Notice of AGM.
Annual Report or Report
2024 Deliveroo Annual Report and Accounts. This document.
APM’s
Alternative Performance Measures, as detailed on page 230.
Articles
The Articles of Association of Deliveroo plc.
Average order frequency (‘AOF’)
The average number of orders placed by active consumers in
a month.
Board
The Board of Directors of Deliveroo plc.
CAGR
Compound annual growth rate.
CEO
Chief Executive Officer and Founder, Will Shu .
CFO
Chief Financial Officer, Scilla Grimble.
CIBSE
Chartered Institution of Building Services Engineers.
The Company, the Group, Deliveroo, we, our or us
We use these terms to refer to either Deliveroo plc itself or
certain of its subsidiaries, depending on context.
Consolidated financial statements
Financial statements that include the results and financial
position of the Company and its subsidiaries together as if they
were a single entity.
DEFRA
Department for Environment, Food and Rural Affairs.
Deliveroo Hop or Hop
Deliveroo-operated rapid grocery delivery service.
Directors or Executive Directors or Non-Executive
Directors (‘NEDs’)
The Directors, Executive Directors and Non-Executive Directors
of the Company. Collectively the Board.
DSP awards
Deferred share plan awards granted as part of the annual bonus
under the Deliveroo plc Incentive Plan.
Earnings per share (‘EPS’)
Profit/(loss) for the year attributable to equity shareholders of
the Company allocated to each Ordinary Share.
ED&I
Equity, diversity and inclusion.
Editions
Deliveroo’s delivery-only kitchens, which offer opportunities for
restaurants to expand to new areas and increase choice in local
neighbourhoods for consumers.
Employee Benefit Trust (‘EBT’)
The Trust set up by Deliveroo to hold shares on behalf of its
employees in relation to its employee share schemes.
Employee engagement
Deliveroo uses the Peakon employee engagement survey tool,
asking for monthly employee feedback on a wide range of
topics.
Employee resource groups (‘ERG’)
Employee resource groups, which currently include: Disability,
Neurodiversity and Mental Health, Family and Carers, Gender
Equity, Women in Tech, Black In Roo, Racial Equity, LGBTQ+
(Deloveroo) and Wellbeing.
ESCC/Equity Shares (Commercial Companies)
category
The Equity Shares (Commercial Companies) (‘ESCC’) category is a
listing category on the London Stock Exchange (‘LSE’) for UK equity
shares in commercial companies.
ESG
Environmental, Social and Governance.
EVP
Employee Value Proposition.
Executive Directors
The CEO and CFO of the Group.
Executive Management
Deliveroo’s Executive Directors, the Executive Team and the
Company Secretary, as defined by the FCA and Listing Rules
6.6.6R(9).
Executive Team
Deliveroo’s Executive Directors and the Executive Team (as
detailed on the Deliveroo website) is the formal committee
reporting to the Chief Executive Officer.
FRC
Financial Reporting Council.
Financial year
The year ended 31 December.
FMCG
Fast-moving consumer goods.
Glossary
227deliveroo plc Annual Report and Accounts 2024
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Geographical segments
The Company operates in two segments: the UK and Ireland
(‘UKI’) segment and the International segment, comprising the
remainder of the Company’s markets.
Gross profit
Gross profit is calculated as revenue less costs of sales, which
primarily comprises rider costs and credit card fees.
Hyperlocal
The localised nature of Deliveroo’s business.
IAS
International Accounting Standards as issued by the IASB.
IASB
International Accounting Standards Board.
IFRS
International Financial Reporting Standards as issued by the IASB
as adopted by the EU.
IPO
Initial Public Offering. Deliveroo became a public listed company
following Admission on 7 April 2021.
KPI
Key performance indicator.
Monthly active consumers (‘MACs’)
The monthly active consumers is the number of individual
consumer accounts that have placed an order on our platform
in a given month.
OMDNR
Order Marked Delivered, Not Received.
Plus
Deliveroo’s consumer subscription programme that unlocks a
range of benefits including unlimited free delivery for a fixed
monthly fee.
PSP awards
Performance Share Plan awards. Long-term Incentive Plan
awards with performance conditions, issued under the
Deliveroo plc Incentive Plan.
Remuneration Policy
The Directors’ Remuneration Policy (approved by shareholders
at the 2022 AGM). The New Directors’ Remuneration Policy (‘New
Policy’) will be put forward for shareholder approval at the
2025 AGM.
Restricted Stock Units (‘RSUs’)
Restricted Stock Unit awards issued pre-IPO.
Risk appetite
The nature and extent of the principal risks Deliveroo is willing to
take to achieve its long-term strategic objectives.
RSP awards
Restricted Share Plan awards under the Deliveroo plc
Incentive Plan.
ROAS
Return on advertising spend.
Scope 1 emissions
Scope 1 emissions are direct greenhouse gas emissions
that occur from sources that are owned or controlled
by the Company.
Scope 2 emissions
Scope 2 emissions are greenhouse gas emissions from the
generation of purchased electricity consumed by the Company.
Scope 3 emissions
Scope 3 emissions are indirect greenhouse gas emissions as
a consequence of the operations of the Company, but are not
owned or controlled by the Company.
Senior Managers or Senior Management
Individuals in our organisational structure, who are ‘Level 8’ or
above, excluding the Executive Directors.
Shares
Ordinary Shares of £0.005 each, of the Company, with each
having the rights set out in the Articles.
Shareholders
The holders of shares in the capital of the Company.
SID
Senior Independent Director.
Signature
Deliveroo’s white-label offering, enabling restaurant partners
to create a direct channel to consumers for delivery, while
leveraging Deliveroo’s technology platform, logistics network
and consumer care to facilitate that delivery.
Subsidiary or subsidiaries
A Company or other entity(ies) that is/are controlled by Deliveroo.
TAM
Total Addressable Market.
Glossary continued
228deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Task Force on Climate-related Financial Disclosures
(‘TCFD’)
The TCFD is a body established in 2015. Its role is to develop
recommendations for more informed investment and enable
stakeholders to better understand the concentrations of
carbon-related assets in the financial sector and the financial
system’s exposures to climate-related risk.
TCFD recommendations or recommended
disclosures
The 11 recommended disclosures set out in the June 2017 TCFD
report entitled ‘Recommendations of the Task Force on Climate-
related Financial Disclosures’.
tCO
2
e
Tonnes (‘t’) of carbon dioxide (‘CO
2
’) equivalent (‘e’).
The three sides of the marketplace
Consumers, Riders and Merchants.
The UK Corporate Governance Code (the ‘Code’)
Guidance issued by the Financial Reporting Council in 2018, on
how companies should be governed, applicable to UK listed
companies in respect of reporting periods starting on, or after,
1 January 2019.
The new UK Corporate Governance Code
(the ‘new Code’)
The updated Code issued in 2024 and applicable to UK listed
companies in respect of reporting periods starting on, or after,
1 January 2024.
TSR
Total shareholder return.
VP
Vice President.
229
deliveroo plc Annual Report and Accounts 2024
Glossary continued
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
The Group assesses performance using alternative performance measures (‘APMs’), which are
not defined under IFRS. Definitions of measures and reconciliations to amounts presented in the
financial statements are set out below.
Financial measures
Metric Definition and purpose
Reconciliation
to GAAP measure
ADJUSTED EBITDA Adjusted EBITDA represents profit/loss for the year
before income tax charge/credit, finance costs,
finance income, depreciation and amortisation,
exceptional costs, exceptional income, and share-
based payments charge and accrued National
Insurance on share options. Adjusted EBITDA is
considered to be a measure of the underlying
trading performance of the Group and is used,
among other measures, to evaluate operations
from a profitability perspective, to develop
budgets and to measure performance against
those budgets. EBITDA less capital expenditure and
capitalised development costs is used as a further
measure of underlying operating profitability of the
business.
See below for
reconciliation
ADJUSTED EBITDA
MARGIN (AS % OF
GTV)
The adjusted EBITDA margin is defined as adjusted
EBITDA divided by GTV. It is used, among other
metrics, as a measure of operating profitability.
See definition for
calculation
method
CONSTANT
CURRENCY
Constant currency adjusts for period-to-period
local currency fluctuations. The Group uses
constant currency information because the
Directors believe it allows the Group to assess
consumer behaviour on a like-for-like basis to
better understand the underlying trends in the
business.
See definition for
calculation
method
Metric Definition and purpose
Reconciliation
to GAAP measure
EXCEPTIONAL ITEMS
(INCOME/COSTS)
Exceptional income and exceptional costs are
items where there is separately identifiable income
and expenditure arising from activities or events
outside the normal course of business and are
deemed material to the understanding of the
Group’s accounts.
See note 12
for further
information
FREE CASH FLOW Free cash flow is defined as net cash used in
operating activities less: purchase of property,
plant and equipment; acquisition of intangible
assets; payment of lease liabilities; and interest on
lease liabilities. It is used, among other metrics, as a
measure of cash inflow or outflow from the Group’s
operating and investing activities.
See below for
reconciliation
GROSS PROFIT
MARGIN (AS % OF
GTV)
Gross profit margin (as % of GTV) is defined as
gross profit divided by GTV. It is considered a good
measure of profitability at a transactional level.
See definition for
calculation
method
GROSS TRANSACTION
VALUE (‘GTV’)
GTV comprises the total value of consumer
baskets (net of discounts) and consumer fees,
excluding those from our Signature offering, and is
represented including VAT and other sales-related
taxes but excluding any discretionary tips.
See definition for
calculation
method
GROSS TRANSACTION
VALUE PER ORDER
Gross transaction value per order (or GTV per order)
is defined as the total gross transaction value
divided by the total number of orders. GTV per order
is used as a measure for understanding the total
value spent by consumers on our marketplace on a
unit basis.
See definition for
calculation
method
Glossary – Alternative Performance Measures
230deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Metric Definition and purpose
Reconciliation
to GAAP measure
MARKETING AND
OVERHEADS
Marketing and overheads represent the difference
between gross profit and adjusted EBITDA. For the
purposes of assessing and managing performance,
Deliveroo’s fixed cost base has been split into
two major categories: marketing and overheads.
Marketing costs are a combination of both
brand-building activities and activities focused on
in-period acquisition. Overheads consist of staff
costs, the non-capitalised portion of costs relating
to information technology and other administrative
expenses.
See below for
reconciliation
STAFF AND OTHER
PEOPLE COSTS
Staff costs and expenses relating to contractors,
outsourced services and other ancillary
people costs.
See below for
reconciliation
MARKETING AND
OVERHEADS AS %
OF GTV
Marketing and overheads as % of GTV is defined
as marketing and overheads divided by GTV. It
is considered a good measure of the Group’s
operating efficiency.
See definition for
calculation
method
NET CASH/NET DEBT Net cash/net debt is used to total the Group’s cash,
cash equivalents and other treasury deposits less
debt (excluding leases). Treasury deposits are not
available within three months, and therefore are
not considered ‘cash and cash equivalents’ but
comprise funds on deposit for a longer period.
See below for
reconciliation
REVENUE TAKE RATE
(AS % OF GTV)
Revenue take rate is revenue divided by GTV. It is
a widely used measure for understanding the
proportion of total value spent by consumers on
our marketplace that is captured by Deliveroo.
See definition for
calculation
method
Metric Definition and purpose
Reconciliation
to GAAP measure
SEGMENT ADJUSTED
EBITDA
Information reported to the Chief Operating
Decision Maker (‘CODM’), for the purposes of
resource allocation and assessment of segment
performance, focuses on a geographical split of the
Group between ‘UK and Ireland’ and ‘International’
(being overseas jurisdictions other than the UK and
Ireland). The CODM primarily uses segment adjusted
EBITDA to assess the performance of the operating
segments.
See note 5
for further
information
Non-financial measures
Metric Definition
ORDERS Orders represents the total number of orders delivered from our
platform, including from our Marketplace and Signature offering, over
the period of measurement.
MONTHLY ACTIVE
CONSUMERS
Monthly active consumers (‘MAC’s) is the number of individual consumer
accounts that have placed an order on our platform in a given month.
231
deliveroo plc Annual Report and Accounts 2024
Glossary – Alternative Performance Measures continued
GOVERNANCE FINANCIALS
STRATEGIC REPORT
GOVERNANCE FINANCIALS
Reconciliation to the financial statements
2024
£m
2023
£m
Operating loss (12.4) (43.7)
Depreciation and amortisation 71.7 73.9
Impairments 1.6 5.0
EBITDA 60.9 35.2
Share-based payments charge and accrued National Insurance
on share options 56.3 64.3
Exceptional items* 12.4 (14.1)
Adjusted EBITDA* 129.6 85.4
Marketing and overheads* 637.3 641.0
Gross profit 766.9 726.4
Free cash flow
2024
£m
2023
£m
Net cash generated from operating activities 148.5 23.2
Purchase of property, plant and equipment (3.3) (7.6)
Acquisition of intangible assets (41.4) (36.1)
Payments of lease liabilities (16.1) (15.4)
Interest on lease liabilities (2.2) (2.5)
Free cash flow* 85.5 (38.4)
Exceptional items 47.8 20.2
Free cash flow before exceptional items* 133.3 (18.2)
2024
£m
2023
£m
Staff costs 358.4 370.2
Other Staff related admin costs 65.4 56.1
Share based payments charge and accrued National Insurance
on share options (56.3) (64.3)
Staff costs and other people costs 367.5 362.0
Net cash/(debt)
2024
£m
2023
£m
Cash and cash equivalents 461.3 603.1
Other treasury deposits 206.6 75.7
Less Debt – –
Net cash 667.9 678.8
* Alternative performance measure (‘APM’), refer to the glossary on page 230 for further details.
Glossary – Alternative Performance Measures continued
232deliveroo plc Annual Report and Accounts 2024
STRATEGIC REPORT FINANCIALSGOVERNANCE
Registered office
The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane,
London, EC4R 3TE, united Kingdom.
Managing your shares and
shareholder communications
The Company’s share register is maintained by our registrar,
Equiniti. Shareholders with queries relating to their shareholding
should contact Equiniti directly using one of the methods
listed below:
EQUINITI LIMITED
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Online: shareview.co.uk
Website: www.equiniti.com
Use the QR code to register for FREE at www.shareview.co.uk
Shareholders can manage their holdings online or elect
to receive shareholder documentation/communication
in electronic form by registering at www.shareview.co.uk.
Shareholders who have elected to receive electronic
communication but require a paper copy of any of the
Company’s shareholder documentation, or wish to change their
instructions, should contact Equiniti directly using one of the
methods listed above.
Annual General Meeting (‘AGM’)
The Board currently intends to hold the AGM in May 2025. The
arrangements for the Company’s 2025 AGM and details of the
resolutions to be proposed, together with explanatory notes,
will be set out in the Notice of AGM to be published on the
Company’s website.
Independent auditor
DELOITTE LLP
1 New Street Square, London, EC4A 3HQ.
Corporate website
You can access the corporate website at
https://corporate.deliveroo.co.uk. The corporate website
provides useful information, including Annual Reports,
results announcements and share price data, as well as
background information about the Company and current
issues. Shareholders are encouraged to sign up to receive email
notification of results and press announcements as they are
released by registering at https://corporate.deliveroo.co.uk.
Share price information
The latest Deliveroo plc share price can be found on our website
at https://corporate.deliveroo.co.uk.
ShareGift
Shareholders who only have a small number of shares whose
valuation makes it uneconomical to sell them may wish to
consider donating them to charity through ShareGift, the
independent charity share donation scheme (registered
charity no. 1052686). Further information may be obtained from
ShareGift on 020 7930 3737 or at www.sharegift.org.
Shareholder fraud
Fraud is on the increase and many shareholders are targeted
every year. If you have any reason to believe that you may have
been the target of a fraud, or attempted fraud, in relation to
your shareholding, please contact Equiniti immediately.
Company and shareholder information
deliveroo plc Annual Report and Accounts 2024
Deliveroo plc
The River Building
Level 1
Cannon Bridge House
1 Cousin Lane
London EC4R 3TE
corporate.deliveroo.co.uk