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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

At Deliveroo our mission is to transform the way people shop and

eat, bringing the neighbourhood to their doors by connecting

consumers, restaurants, shops and riders.

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

STRATEGIC REPORT GOVERNANCE FINANCIALS

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

Governance Report continued

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

Governance Report continued

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

Governance Report continued

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

Governance Report continued

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

Governance Report continued

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

Governance Report continued

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

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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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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.

Audit and Risk Committee Report

98deliveroo plc Annual Report and Accounts 2024

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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.

105

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.

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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

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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.

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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.

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114deliveroo plc Annual Report and Accounts 2024

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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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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.

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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.

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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

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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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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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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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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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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

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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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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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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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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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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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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

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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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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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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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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

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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.

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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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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:

WILL SHU SCILLA GRIMBLE

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

12 March 2025 12 March 2025

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

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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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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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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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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 | 2,071.9 | 2,030.0
Cost of sales | | (1,305.0) | (1,303.6)
Gross profit | | 766.9 | 726.4
Administrative expenses | | (783.7) | (770.0)
Other operating income | | 10.6 | 5.9
Other operating expenses | | (6.2) | (6.0)
Operating loss | 7 | (12.4) | (43.7)
Finance income | 8 | 28.5 | 35.3
Finance costs | 9 | (3.9) | (2.5)
Profit/(loss) before tax | | 12.2 | (10.9)
Income tax charge | 10 | (12.3) | (7.6)
Loss for the year from continuing operations | | (0.1) | (18.5)
Discontinued operations | | |
Profit/(loss) for the year from discontinued | | |
operations | 11 | 3.0 | (13.3)
Profit/(loss) for the year attributable to owners | | |
of the Company | | 2.9 | (31.8)

| | 2024 | 2023
Profit/(loss) per share | Note | £ | £
From continuing operations | | |
– Basic | 13 | (0.00) | (0.01)
– Diluted | 13 | (0.00) | (0.01)
From continuing and discontinued operations | | |
– Basic | 13 | 0.00 | (0.02)
– Diluted | 13 | 0.00 | (0.02)
| | 2024 | 2023
| Note | £m | £m
Profit/(loss) for the year | | 2.9 | (31.8)
Other comprehensive expense | | |

Items that may be reclassified subsequently to

profit or loss:

Currency translation | | (1.5) | (6.8)

Total comprehensive income/(expense) for

the year

1.4

(38.6)

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

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GOVERNANCE FINANCIALS

| | 2024 | 2023
| Note | £m | £m
Non-current assets | | |
Property, plant and equipment | 14 | 28.2 | 39.0
Right-of-use assets | 15 | 44.3 | 55.2
Intangible assets | 16 | 67.2 | 67.8
Deferred tax assets | 17 | 3.1 | 1.8
Investments in financial assets | 18 | 2.9 | 2.9
Trade and other receivables | 19 | 9.9 | 14.1
Total non-current assets | | 155.6 | 180.8
Current assets | | |
Inventory | 20 | 13.3 | 14.8
Trade and other receivables | 19 | 109.7 | 147.6
Other treasury deposits | | 206.6 | 75.7
Cash and cash equivalents | 21 | 461.3 | 603.1
Total current assets | | 790.9 | 841.2
Total assets | | 946.5 | 1,022.0
Non-current liabilities | | |
Lease liabilities | 15 | (33.4) | (43.6)
Provisions | 22 | (11.6) | (69.1)
Total non-current liabilities | | (45.0) | (112.7)
Current liabilities | | |
Trade and other payables | 23 | (374.8) | (326.4)
Lease liabilities | 15 | (17.0) | (16.0)
Provisions | 22 | (70.4) | (58.1)
Total current liabilities | | (462.2) | (400.5)
Total liabilities | | (507.2) | (513.2)
Net assets | | 439.3 | 508.8

| | 2024 | 2023
| Note | £m | £m
Equity | | |
Share capital | 24 | 7.8 | 8.1
Own shares | 25 | (54.6) | (51.5)
Other reserves | 26 | 1.5 | 1.2
Merger reserve | | 1,288.5 | 1,288.5
Share option reserve | | 183.2 | 183.2
Accumulated losses | | (972.4) | (907.5)
Foreign currency translation losses | | (14.7) | (13.2)
Total equity | | 439.3 | 508.8

This statement should be read in conjunction with the notes to the consolidated financial

statements on pages 175 to 214.

The financial statements on pages 171 to 174 were approved and authorised for issue on behalf

of the Board of Directors on 12 March 2025 and were signed on its behalf by:

SCILLA GRIMBLE

DIRECTOR

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 | | 9.3 | (66.0) | – | 1,288.5 | 183.2 | (604.5) | (6.4) | 804.1
Loss for the year | | – | – | – | – | – | (31.8) | – | (31.8)
Other comprehensive expense | | – | – | – | – | – | – | (6.8) | (6.8)
Total comprehensive loss | | – | – | – | – | – | (31.8) | (6.8) | (38.6)
Share-based payment awards | 27 | – | – | – | – | – | 56.1 | – | 56.1
Own shares acquired during the year | 25 | – | (59.8) | – | – | – | – | – | (59.8)
Own shares utilised for share schemes | 25 | – | 23.5 | – | – | – | (23.5) | – | –
Shares bought back and cancelled | 25 | (1.2) | 50.8 | 1.2 | – | – | (303.8) | – | (253.0)
At 31 December 2023 | | 8.1 | (51.5) | 1.2 | 1,288.5 | 183.2 | (907.5) | (13.2) | 508.8
Profit for the year | | – | – | – | – | – | 2 . 9 | – | 2 . 9
Other comprehensive expense | | – | – | – | – | – | – | (1.5) | (1.5)
Total comprehensive profit/(loss) | | – | – | – | – | – | 2 . 9 | (1.5) | 1.4
Share-based payment awards | 27 | – | – | – | – | – | 49.1 | – | 49.1
Own shares acquired during the year | 25 | – | (120.0) | – | – | – | – | – | (120.0)
Own shares utilised for share schemes | 25 | – | 28.4 | – | – | – | (28.4) | – | –
Shares bought back and cancelled | 25 | (0.3) | 88.5 | 0.3 | – | – | (88.5) | – | –
At 31 December 2024 | | 7.8 | (54.6) | 1.5 | 1,288.5 | 183.2 | (972.4) | (14.7) | 439.3

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

GOVERNANCE FINANCIALS

STRATEGIC REPORT

GOVERNANCE FINANCIALS

| | 2024 | 2023
| Note | £m | £m
Cash flows from operating activities | | |
Net cash generated from operating activities | 28 | 148.5 | 23.2
Cash flows from investing activities | | |
Purchase of property, plant and equipment | 14 | (3.3) | (7.6)
Acquisition of intangible assets | 16 | (41.4) | (36.1)
Purchase of other treasury deposits | | (425.7) | (75.7)
Proceeds from disposal of other treasury deposits | | 293.6 | 50.5
Interest received | 8 | 27.2 | 31.7
Net cash used in investing activities | | (149.6) | (37.2)
Cash flows from financing activities | | |
Payment of lease liabilities | 15 | (16.1) | (15.4)
Interest on lease liabilities | 9 | (2.2) | (2.5)
Purchase of own shares | 25 | (120.0) | (59.8)
Purchase of own shares through tender offer | 25 | – | (253.0)
Net cash used in financing activities | | (138.3) | (330.7)
Net decrease in cash and cash equivalents | | (139.4) | (344.7)
Cash and cash equivalents at 1 January | | 603.1 | 949.1
Effect of foreign exchange rate changes | | (2.4) | (1.3)
Cash and cash equivalents at the end of the year | 21 | 461.3 | 603.1

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

174deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

Deliveroo plc (the ‘Company’) and its subsidiaries (together, the ‘Group’) is a public limited company incorporated and domiciled in the United Kingdom under the

Companies Act 2006 (Registration number 13227665).

The address of its registered office is:

The River Building, Level 1 Cannon Bridge House, 1 Cousin Lane, London, EC4R 3TE, United Kingdom.

New and amended IFRS Standards that are effective for the current year

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 |

There was no material impact on the adoption of new standards during the year.

New and revised IFRS Standards in issue but not yet effective

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

With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any changes to the Group’s

accounting policies nor have any other material impact on the financial position or performance of the Group.

The impact of the change to IFRS 18 on the Group is currently being assessed and it is not yet practicable to quantify the effect on these consolidated financial

statements, however there is no impact on presentation for the Group in the current year. The Directors expect to apply IFRS 18 from its effective date.

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

Basis of preparation

The financial statements have been prepared in accordance with International

Financial Reporting Standards (‘IFRS’) and the International Financial Reporting

Standards Interpretations Committee (‘IFRIC’) interpretations as adopted by the

United Kingdom, and with those parts of the Companies Act 2006 applicable to

companies reporting under IFRS. The financial statements have been prepared

under the historical cost convention, except for certain financial instruments

measured at fair value. The financial reporting framework that has been applied

in the preparation of the Group financial statements is applicable law, and

United Kingdom adopted International Accounting Standards and IFRS as issued

by the International Accounting Standards Board (‘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).

The material accounting policy information that has been used in the preparation

of these consolidated financial statements is summarised below. These policies

have been consistently applied to all years presented.

Basis of consolidation

The consolidated financial statements of the Company incorporate the financial

statements of the Parent Company and entities controlled by the Parent

Company made up to 31 December each year. All transactions and balances

between Group companies are eliminated on consolidation, including unrealised

gains and losses on transactions between Group companies. Amounts reported

in the financial statements of subsidiaries have been adjusted where necessary

to ensure consistency with the accounting policies adopted by the Group.

Through 2024, the Group operated in the UK, Ireland, Hong Kong, Singapore, France,

Belgium, Italy, Kuwait, Qatar and the UAE. Legal entities have been incorporated

in each of these countries, as well as other countries where the business is not

operational but an entity has been incorporated for other reasons.

The following UK subsidiaries will take advantage of the audit exemption

set out within section 479A of the Companies Act 2006 for the year ended

31 December 2024. The undertakings listed below are 100% owned, either directly

or indirectly by Deliveroo plc.

Company name

Deliveroo HOP Ltd | 13478743
Deliveroo International Ltd | 11465966
Deliveroo SP Ltd | 10970586
Roorestaurant Ltd | 13944490
Roofoods Management 1 Ltd | 13787537

Discontinued operations

A discontinued operation is a component of the Group for which operations

and cash flows can be clearly separated from the rest of the Group and which

represents a major line of business or geographical area of operations.

Discontinued operations are excluded from the results of continuing

operations and are presented as a single amount as profit or loss after tax

from discontinued operations in the income statement. Comparatives are re-

presented accordingly.

Going concern

The Group’s profit for the financial year amounted to £2.9 million (2023: loss

of £31.8 million). The Group had net current assets of £328.7 million (2023:

£440.7 million) at year-end, including cash and cash equivalents and short-term

investments totalling £667.9 million (2023: £678.8 million) (statutory cash on the

balance sheet is disclosed as £461.3 million (2023: £603.1m)). The Group also

has access to a Revolving Credit Facility of £140 million (2023: £75 million and

€87.5 million), which will be available until 7 April 2027 with the ability to extend

for a further 24 months. This remains undrawn at the date of signing, and is

therefore available to draw down in full as required.

In assessing whether to adopt the going concern basis of accounting, the

Directors have considered whether there are any material uncertainties

surrounding the Group’s and Company’s ability to continue operating on

normal terms over a period of at least 12 months from the date of approval

of this report. Management has prepared detailed forecasts which have been

approved by the Board. Appropriate assumptions have been made in respect

of order growth and profitability, based on the estimated economic outlook

for an extended period to the end of June 2026. Appropriate sensitivities have

been applied in order to stress test the model, considering situations in which

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

future costs are substantially higher than forecast and future trading is less

than forecasted (as detailed in the viability statement). Management has also

considered available undrawn cash and overdraft facilities, which are not

included in our forecasts as we do not currently anticipate needing to draw on

these over the forecast period. We have been in compliance with associated

covenants throughout the year and do not intend to draw down on the facility in

the forecast period.

Based on this assessment, the Directors have a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities and obligations

as they fall due over the forecast period, and accordingly are satisfied that the

adoption of the going concern basis of preparation is appropriate.

In assessing going concern and viability, the Directors have also considered the

potential impact of principal risks and 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 page

57, there have been no material risks identified that could impact the Group’s

viability. In particular, the Directors have considered the impact of climate

change in respect of the following areas:

• going concern and viability assessment;

• new levies or taxes;

• incentive schemes; and

• assessment of carrying values of assets and investments as part of

impairment reviews.

Whilst there is no immediate to medium-term impact of climate change

assessed, the Board is cognisant of the changeable nature of climate change

risk and will ensure that it is taken into account when assessing the risks, and key

judgements and estimates in the preparation of the Group’s financial statements.

Foreign currency translation

Functional and presentation currency

The consolidated financial statements are presented in Great British Pounds

(‘GBP’), which is the functional currency of Deliveroo plc.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the

Group entity using the exchange rates prevailing at the dates of the transactions

(spot rates). Foreign exchange gains and losses resulting from the settlement of

such transactions and from the remeasurement of monetary items at year-end

exchange rates are recognised through profit or loss.

Non-monetary items are not retranslated at year-end and are measured

at historical cost (translated using the exchange rates at the date of the

transaction), except for non-monetary items measured at fair value which are

translated using the exchange rates at the date when fair value was determined.

Foreign operations

In the Group’s financial statements, all assets, liabilities and transactions of

Group entities with a functional currency other than GBP are translated into GBP

upon consolidation. The functional currency of the entities within the Group has

remained unchanged during the reporting period.

On consolidation, monetary assets and liabilities are translated into GBP at the

closing exchange rate as at the reporting date. Income and expenses have

been translated into GBP at an average exchange rate over the reporting period.

Exchange differences are charged/credited to other comprehensive income and

recognised in the currency translation reserve in equity.

Revenue

Revenue arises from commissions, consumer fees, partner sign-up fees, grocery

and retail items, packaging sales, sale of gift cards and advertising. Revenue

is measured at the fair value of the consideration received or receivable and

represents amounts received for goods and services provided in the normal

course of business, net of discounts, rebates, refunds, the delivery fee and

service fee portion of certain consumer credits utilised, VAT and other sales-

related taxes.

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

Commissions

The Group is considered to be an agent with respect to the food and beverage

ordered on the platform, as it is not materially subject to inventory risk or pricing

risk, but instead receives a commission as remuneration from merchants.

Payment for the food, beverages and other products is collected by the Group

from the end-consumer, and funds are remitted to the merchant, net of the

commission fee.

Revenue from commissions is earned and recognised at the point of order

fulfilment, when all performance obligations are fulfilled.

Consumer fees

Consumer fees are paid per order, as well as on a subscription basis for Deliveroo

Plus. Fees payable on an order-by-order basis are recognised at the point of

order fulfilment, when the performance obligation is fulfilled. Subscription fees

are recognised on a straight-line basis over the period of the subscription.

In situations where customers are dissatisfied with the quality of the service

provided, and the Group is at fault, customers may be offered a refund or

credit for future orders. Due to the nature of the service, refunds are typically

processed and recorded almost immediately as a deduction to revenue. Credit

for future orders is added to a customer’s account, and this is applied to

the next order. A corresponding adjustment to revenue is recognised for the

expected utilisation of credits in issue at the end of the financial year. This is

based on actual data in respect of available credit, as well as historical usage

patterns.

Partner sign-up fees

Sign-up fees are payable when a new partner joins Deliveroo. Fees comprise

set-up on the platform and payment for partner equipment, enabling partners

to receive orders. These fees are split, and the portion that relates to partner

equipment is recognised on receipt of the assets. The remainder is deferred

and recognised over the assumed life of the customer. Certain partners receive

rebates, and revenue is adjusted by the expected rebates which are realised on

a case-by-case basis.

Grocery and retail items

Revenue is recognised from the sale of groceries to retail customers. Groceries

are purchased by the business from supermarket partners. Revenue is measured

based on the consideration to which the Company expects to be entitled as per

the contract with the customer (i.e. the transaction price), which in practice is

equivalent to the sale price of the groceries.

Revenue is recognised when the control of the goods has been transferred,

being at the point the goods are delivered to the customer, after purchase

online. Payment of the transaction price is due immediately at the point the

customer purchases the goods.

Packaging sales

Revenue from the sale of packaging is recognised when the packaging has been

delivered, and performance obligations are fulfilled.

Advertising

Revenue arising from advertising services is recognised when Deliveroo’s

obligations under the advertising contract are fulfilled, being either when the

positioning is delivered, or clicks or actions are generated.

Sale of gift cards

Gift card sales are recorded as deferred revenue and subsequently recognised

as revenue as the gift card is redeemed in the future.

Plus loyalty arrangement – credit-back

Plus credit-back issued by Deliveroo when a customer makes restaurant

purchases are a separate performance obligation providing a material right to a

future discount. The total transaction price (sales price of services) is allocated

to the Plus credit-back and the service sold based on their relative standalone

selling prices, with the Plus credit-back standalone price based on the value

of the credit earned by the customer, adjusted for expected redemption rates

(breakage). The amount allocated to Plus credit-back is deferred as a contract

liability within trade and other payables. Revenue is recognised as the credit is

used by the customer.

Cost of sales

Expenses are recognised as cost of sales in the period in which they are incurred,

on an accruals basis. The largest element of cost of sales is the cost of delivery

from merchants to consumers.

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

178deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

Other operating income and other operating costs

Other operating income and costs are recognised in the period in which they are

incurred, on an accruals basis. The largest element of other operating income

and costs relates to the sale, and related cost, of equipment and clothing

provided to riders.

Administrative expenses

Expenses are recognised in the income statement in the period in which they

are incurred, on an accruals basis. The two largest elements of administrative

expenses are staff costs and sales and marketing costs. Within marketing costs,

we recognise the cost of new customer acquisition and customer retention

credits, net of the delivery fee associated with each credit used where this is

reasonable according to the specific facts and circumstances. Marketing costs

principally comprise the cost of marketing campaigns on various media. Such

costs are expensed as the campaign is delivered.

Finance income and expense

Interest income and expense are reported on an accruals basis using the

effective interest method.

Exceptional items

Exceptional items are separately identifiable income and expenditure arising

from activities or events outside the normal course of business, and which are

deemed material to the understanding of the accounts. They are items of income

or expense that are qualitatively or quantitatively material and are significant or

unusual in nature or amount.

Exceptional items include market exit costs, proposed ‘deal’ (mergers

and acquisitions-related) costs and other project costs, settlements and

professional fees in relation to legal and regulatory investigations and

restructuring costs.

Income taxes

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.

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 and joint ventures is not recognised if reversal of

these temporary differences can be controlled by the Group 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 Group’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 Group 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.

The Group has applied the temporary exemption, introduced in May 2023, from

the accounting requirements for deferred taxes in IAS 12, so that the Group

neither recognises nor discloses information about deferred tax assets and

liabilities related to Pillar Two income taxes.

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

Intangible assets

Initial recognition

CAPITALISED DEVELOPMENT COSTS

For internally developed customised software, expenditure on the research

phase of projects to develop new software for IT is recognised as an expense as

incurred.

Costs that are directly attributable to a project’s development phase are

recognised as intangible assets, provided they meet the following recognition

requirements:

• the development costs can be measured reliably;

• the project is technically and commercially feasible;

• the Group intends to, and has sufficient resources to, complete the project;

• the Group has the ability to use or sell the software; and

• the software will generate probable future economic benefits.

Development costs not meeting these criteria for capitalisation are expensed as

incurred.

For ‘Software as a Service’ (‘SaaS’) arrangements, we capitalise costs only relating

to the configuration and customisation of SaaS arrangements as intangible

assets where Deliveroo has control of the software.

Subsequent measurement

All intangible assets, including internally developed software, are accounted for

using the cost model whereby capitalised costs are amortised on a straight-line

basis over their estimated useful lives, as these assets are considered finite.

Residual values and useful lives are reviewed at each reporting date. The useful

life applied for all internally generated software is 10 years and for acquired

software is 10 years. Amortisation of intangible assets is recorded within

‘administrative expenses’ in the consolidated income statement.

Subsequent expenditure on maintenance of computer software is expensed as

incurred.

Goodwill

Goodwill is not amortised but is instead reviewed for impairment at least

annually. For the purpose of impairment testing, goodwill is allocated to each of

the Group’s cash-generating units expected to benefit from the synergies of the

combination.

Cash-generating units to which goodwill has been allocated are tested for

impairment annually, or more frequently when there is an indication that the unit

may be impaired. If the recoverable amount of the cash-generating unit is less

than the carrying amount, then the impairment loss is allocated first to reduce the

carrying amount of goodwill, and then to the other assets of the cash-generating

unit pro rata on the basis of the carrying amount of each asset in the unit.

Property, plant and equipment

Property, plant and equipment consists of leasehold improvements, driver,

restaurant and store equipment, IT and office equipment and assets under

construction.

Property, plant and equipment is initially recognised at acquisition cost, including

any costs directly attributable to bringing the assets to the location and

condition necessary for it to be capable of operating in the manner intended by

management.

Property, plant and equipment is subsequently measured at cost less

accumulated depreciation and impairment losses. Assets under construction are

not depreciated as they are not yet in use. Once construction is completed, the

assets are transferred to the relevant fixed asset category.

Depreciation is recognised on a straight-line basis to write down cost to

estimated residual value. The following useful lives are applied:

• leasehold improvements: the shorter of the lease term or 10 years;

• driver, restaurant and store equipment: 2-5 years; and

• IT and office equipment: 3 years.

Material residual value estimates and estimates of useful life are updated as

required and reviewed at least annually. Gains or losses arising on the disposal

of property, plant and equipment are determined as the difference between the

disposal proceeds and the carrying amount of the assets and are recognised

through profit or loss.

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

At each reporting date, the Group reviews the carrying amounts of its property,

plant and equipment to determine whether there is any indication of impairment.

If any such indication exists, the recoverable amount of the asset is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or

its cash-generating unit exceeds its recoverable amount. Impairment losses are

recognised in the income statement in those expense categories consistent

with the function of the impaired asset.

Inventory

Inventory has been valued using the first-in-first-out (‘FIFO’) method. Inventory

is stated at the lower of cost and net realisable value (‘NRV’). Cost includes

expenditure on bringing inventories to their current location and condition. NRV

represents the estimated selling price less all estimated costs of completion.

An inventory provision is recognised in situations where NRV is likely to be less

than cost. When calculating the provision, management considers the nature and

condition of the inventory together with any other conditions existing at the end

of the reporting period.

Provisions and contingent liabilities

Provisions are recognised when the Group has a present legal or constructive

obligation as a result of a past event; it is probable that an outflow of economic

resources will be required from the Group, and amounts can be estimated

reliably. Either the timing or the amount of the outflow will be uncertain.

Provisions are measured at the estimated cost required to settle the present

obligation, based on the most reliable evidence available at the reporting date,

including risks and uncertainties associated with the present obligation.

Provisions are discounted where the time-value of money is considered to be

material. No liability is recognised if an outflow of economic resources as a result

of present obligation is not probable. Such situations are disclosed as contingent

liabilities, unless the outflow of resources is remote, in which case no disclosure

is included.

Equity and reserves

Share capital represents the fair value of shares that have been issued. Any

transaction costs directly attributable to the issuing of new shares are deducted

from share premium, net of any related income tax benefits.

Other components of equity include the following:

• share premium – comprises the difference between the value of the shares

on issue and their nominal value;

• share options reserve – comprises equity-settled share-based remuneration;

• foreign currency translation reserve – comprises foreign currency

translation differences arising on the translation of financial statements of

the Group’s foreign entities into GBP;

• accumulated losses – comprises all current and prior period retained losses;

• 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 on the London Stock Exchange;

• own shares – comprises the shares of Deliveroo plc that are held in treasury

or by the Roofoods Ltd Employee Benefit Trust. Own shares are recorded at

cost and deducted from equity; and

• capital redemption reserve – represents the nominal value of shares bought

back and cancelled.

All transactions with owners of the Company are recorded separately within

equity.

Capital management

The Group’s capital structure consists solely of equity. The equity represents

funds raised from shareholders. The primary objective of the Group’s

management of equity is to ensure that it is able to finance the Group’s activities,

both now and in the future. To maintain an appropriate capital structure in order

to meet this objective, the Group may issue further shares to investors, make use

of external financing as required or adjust its dividend policy.

Details of capital held can be seen in the consolidated statement of financial

position and in note 24. The Group is not subject to any externally imposed capital

requirements.

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

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits,

money market funds, and other short-term (three months or less) highly liquid

investments that are readily convertible to a known amount of cash and are

subject to an insignificant risk of changes in value. Cash equivalents are held

for the purpose of meeting short-term cash commitments rather than for

investment or other purposes.

Other treasury deposits

Other treasury deposits comprise financial assets recognised on the

consolidated statement of financial position when the Group becomes a party

to the contractual provisions of the instrument. Other treasury deposits are

held at amortised cost and deposited for a period greater than three months.

These are treated as short-term investments within other receivables as they are

deposited for the term.

Trade and other receivables

Trade and other receivables include amounts due from corporate customers

and payment service providers for services provided in the normal course of

business, prepaid amounts, deposits, amounts due from related parties and

other amounts due from third parties. They are recognised as current assets

if collection is due in one year or less. If collection is due in over a year, they are

presented as non-current assets.

A provision for impairment of trade receivables is recognised when there is a

risk of non-recovery. An impairment analysis is performed at each reporting date

using a provision matrix to measure expected credit losses.

Leases

The Group as a lessee

The Group assesses whether a contract is or contains a lease at inception of the

contract. The Group recognises a right-of-use asset and a corresponding lease

liability with respect to all lease arrangements in which it is the lessee, except for

short-term leases (defined as leases with a lease term of 12 months or less) and

leases of low-value assets (such as tablets and personal computers, small items

of office furniture and telephones). For these leases, the Group recognises the

lease payments as an operating expense on a straight-line basis over the term

of the lease unless another systematic basis is more representative of the time

pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments

that are not paid at the commencement date, discounted by using the rate

implicit in the lease. If this rate cannot be readily determined, the lessee uses its

incremental borrowing rate. The incremental borrowing rate is determined by

reference to financing quotes available to the Group.

Lease payments included in the measurement of the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease

incentives receivable;

• variable lease payments that depend on an index or rate, initially measured

using the index or rate at the commencement date;

• the amount expected to be payable by the lessee under residual value

guarantees;

• the exercise price of purchase options, if the lessee is reasonably certain to

exercise the options; and

• payments of penalties for terminating the lease, if the lease term reflects the

exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of

financial position.

The lease liability is subsequently measured by increasing the carrying amount to

reflect interest on the lease liability (using the effective interest method) and by

reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment

to the related right-of-use asset) whenever:

• the lease term has changed or there is a significant event or change

in circumstances resulting in a change in the assessment of exercise

of a purchase option, in which case the lease liability is remeasured by

discounting the revised lease payments using a revised discount rate;

• the lease payments change due to changes in an index or rate or a change

in expected payment under a guaranteed residual value, in which case the

lease liability is remeasured by discounting the revised lease payments using

an unchanged discount rate (unless the lease payments change is due to

a change in a floating interest rate, in which case a revised discount rate is

used); and

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

• a lease contract is modified and the lease modification is not accounted

for as a separate lease, in which case the lease liability is remeasured

based on the lease term of the modified lease by discounting the revised

lease payments using a revised discount rate at the effective date of the

modification.

The Group did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding

lease liability, lease payments made at or before the commencement date, less

any lease incentives received and any initial direct costs. They are subsequently

measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a

leased asset, restore the site on which it is located or restore the underlying

asset to the condition required by the terms and conditions of the lease, a

provision is recognised and measured under IAS 37 ‘Provisions, Contingent

Liabilities and Contingent Assets’. To the extent that the costs relate to a right-of-

use asset, the costs are included in the related right-of-use asset, unless those

costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter of the lease term and the

useful life of the underlying right-of-use asset. If a lease transfers ownership of

the underlying right-of-use asset or the cost of the right-of-use asset reflects

that the Group expects to exercise a purchase option, the related right-of-use

asset is depreciated over the useful life of the underlying right-of-use asset. The

depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated

statement of financial position. The Group applies IAS 36 ‘Impairment of Assets’

to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss as required.

The Group used the practical expedient as a lessee not to separate non-lease

components, and instead account for any lease and associated non-lease

components as a single arrangement, as permitted by IFRS 16 ‘Leases’.

Employee benefits

Short-term employee benefits

Short-term employee benefits are those that are expected to be settled wholly

within 12 months after the end of the period in which the employees render

the related service. Examples of such benefits include wages and salaries and

non-monetary benefits. Short-term employee benefits are measured at the

undiscounted amounts expected to be paid when the liabilities are settled.

Long-term employee benefits

The Group operates defined contribution pension plans. Contributions to the

plans are charged to ‘administrative expenses’ in the period in which they relate.

Any contributions unpaid at the balance sheet date are included as an accrual at

that date. At 31 December 2024 there were £1.2 million of accrued contributions

(2023: £0.1 million).

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.

The Group 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 the equity instruments expected to vest differ 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.

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

Financial instruments

Financial assets and financial liabilities are recognised in the Group’s statement

of financial position when the Group becomes a party to the contractual

provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of

financial assets and financial liabilities (other than financial assets and financial

liabilities at fair value through profit or loss) are added to or deducted from the

fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition.

Transaction costs directly attributable to the acquisition of financial assets or

financial liabilities at fair value through profit or loss are recognised immediately

in the income statement.

Financial assets

Financial assets within the scope of IFRS 9 are measured at amortised cost, or fair

value through profit and loss (‘FVTPL’) depending on the nature of the item.

All recognised financial assets are measured subsequently in their entirety

at either amortised cost or fair value, depending on the classification of the

financial assets.

Investments

Investments in equity instruments are classified as at FVTPL. Financial assets at

FVTPL are measured at fair value at the end of each reporting period, with any fair

value gains or losses recognised in profit or loss to the extent they are not part

of a designated hedging relationship. The net gain or loss is recognised in profit

or loss.

Impairment of financial assets

In accordance with IFRS 9, the simplified approach to measuring expected credit

losses (‘ECL’), which permits the use of lifetime ECL on trade and other receivables,

has been applied.

Loss allowance for trade receivables due from corporate customers has

been measured at an amount equal to lifetime ECL. This is recorded within

‘administrative expenses’ in the income statement. The ECL is estimated by

reference to past default experience of these debtors. There has been no

change in the estimation techniques or significant assumptions made during the

current reporting period.

The expected credit losses on trade receivables are estimated using a provision

matrix based on the Group’s historical credit loss experience, adjusted for

factors that are specific to the debtors, general economic conditions and an

assessment of both the current as well as the forecast direction of conditions at

the reporting date, including time value of money where appropriate.

The amount of expected credit losses is updated at each reporting date to

reflect changes in credit risk since initial recognition.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to

the cash flows from the asset expire, or when it transfers the financial asset and

substantially all the risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the risks and rewards of

ownership and continues to control the transferred asset, the Group recognises

its retained interest in the asset and an associated liability for amounts it

may have to pay. If the Group retains substantially all the risks and rewards of

ownership of a transferred financial asset, the Group continues to recognise the

financial asset and also recognises a collateralised borrowing for the proceeds

received.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as

equity in accordance with the substance of the contractual arrangements and

the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the

assets of an entity after deducting all of its liabilities. Equity instruments issued

by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Group’s own equity instruments is recognised and deducted

directly in equity. No gain or loss is recognised in the income statement on the

purchase, sale, issue or cancellation of the Group’s own equity instruments.

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

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the

effective interest method.

Trade and other payables

Trade and other payables include obligations to pay for goods and services

acquired in the normal course of business, amounts outstanding on purchases

and other amounts due to third parties, including restaurants. Trade and other

payables are considered to be short-term, non-interest bearing, have no security

attached and recognised as current liabilities if payment is due in one year or

less. If payment is due in over a year, they are presented as non-current liabilities.

The carrying value of trade and other payables is considered to be a reasonable

approximation of fair value.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and

measured at amortised cost at the end of each reporting period, the foreign

exchange gains and losses are determined based on the amortised cost of the

instruments. These foreign exchange gains and losses are recognised in the

‘finance income’ or ‘finance cost’ line items in the income statement, respectively,

for financial liabilities that are not part of a designated hedging relationship.

The fair value of financial liabilities denominated in a foreign currency is

determined in that foreign currency and translated at the spot rate at the end

of the reporting period. For financial liabilities that are measured as at FVTPL, the

foreign exchange component forms part of the fair value gains or losses and is

recognised in the income statement for financial liabilities that are not part of a

designated hedging relationship.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s

obligations are discharged, cancelled or have expired. The difference between

the carrying amount of the financial liability derecognised and the consideration

paid and payable is recognised in the income statement.

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

When preparing the financial statements, management has made a number

of estimates and assumptions regarding the future and has made some

significant judgements in applying the Group’s accounting policies. Accounting

estimates are reviewed on an ongoing basis, and revisions to such estimates

are recognised in the current and future periods as applicable. Although these

estimates and associated assumptions are based on management’s best

knowledge of current events and circumstances, actual results may differ.

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.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation

uncertainty at the reporting date that may have a significant risk of causing a

material adjustment to the carrying amounts of assets and liabilities within the

next financial year, are discussed below:

Provisions and contingent liabilities

The independent contractor status of riders, which applies in most of the

jurisdictions in which we operate, has been and is likely to continue to be the

subject of challenge in certain markets, including some of our key markets. We

have been and are involved in legal proceedings, under which the independent

contractor status of our riders is under review. The recognition of legal

provisions, note 22, and associated contingent liabilities, note 32, arising from

such matters involves management estimates of the present value of the

potential costs required to settle obligations. Provisions are calculated based

on the information available at the time of signing these accounts. Key inputs

to the calculations of such provisions include the likelihood of receiving claims,

the scope of those claims, the likelihood of making payments, an assessment

of the time-value of money and the risks specific to each potential obligation.

A change in the assessment of these assumptions could materially change the

measurement of a provision or contingent liability. In rare circumstances, where

there are too many variables, the Directors may conclude it is not possible to

estimate a contingent liability and disclose the fact. It is expected that the

resolutions to these matters may extend over several years.

Critical accounting judgements

The following are the critical judgements, apart from those involving estimations

(which are dealt with separately above), that the Directors have made in the

process of applying the Group’s accounting policies and that have the most

significant effect on the amounts recognised in the financial statements.

Provisions and contingent liabilities

The recognition of a provision requires judgement as to the likelihood of

economic outflow. Where the Group has a possible obligation as a result of a

past event, it will disclose a contingent liability. Changes to circumstances or

the assessed likelihood of success or the quantification of the amount that the

Company would rationally be willing to pay to settle the obligation may result in

a contingent liability becoming a provision, or the remeasurement of a provision,

and such judgements are reviewed in accordance with the recognition criteria

set out in IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ on

a regular basis. See notes 22 and 32 for detail of the amounts provided and

disclosed as a contingent liability.

Discontinued operations

IFRS 5 ‘Discontinued Operations’, states that a discontinued operation comprises

a component of an entity that either has been disposed of, or is classified as held

for sale and represents a separate major line of business, or geographical area of

operations.

The Directors concluded that Deliveroo Netherlands BV and Deliveroo Australia Pty

Ltd (both exited in 2022) comprised separate entities and separate geographical

areas of operations for which the results of those businesses were quantitatively

and qualitatively significant. As such, the Netherlands and Australia businesses

were classified as discontinued operations in accordance with IFRS 5.

4.

Critical

accounting

judgements

and key sources

of estimation

uncertainty

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

186deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

Information reported to the Chief Operating Decision Maker (‘CODM’), or the Board, 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 UK and Ireland). ‘UK and Ireland’ and

‘International’ are reportable segments with the ‘International’ segment comprising eight operating segments (France, Italy, Belgium, Hong Kong, Singapore, UAE, Kuwait

and Qatar).

All operating segments primarily generate revenue through the operation of an on-demand food platform and have similar economic characteristics. As such,all

‘International’ operating segments have been aggregated as one reportable segment under IFRS 8 ‘Operating Segments’.

The CODM primarily uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA, see below) to assess the performance of

the operating segments.

In the presentation of segment information, the heading ‘Other’, which is not a reportable operating segment, is included to facilitate the reconciliation of segmental

revenue and adjusted EBITDA with the Group’s revenue and adjusted EBITDA. ‘Other’ primarily represents head office and Group services.

Finance income and costs are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of

the Group.

Prior to 2023, the Netherlands, Australia and Spain operations were discontinued. The segment information reported on the next pages does not include any amounts

for these discontinued operations, which are described in more detail in note 11.

The following is an analysis of the Group’s revenue and results by reportable segment:

| 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

* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.

5.

Segment

information

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)

* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.

No single customer contributed 10% or more to the Group’s revenue in either 2024 or 2023.

Revenues presented by reporting segment are in respect of transactions with external customers only.

The measurement of assets and liabilities by reportable segment is not included in this note disclosure as this information is not regularly reviewed by the CODM for

decision-making purposes.

Geographical information

The Group’s non-current assets, excluding trade and other receivables, investments in financial assets and deferred tax assets, split by geographical location are

detailed below:

| 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.

Operating loss for the year from continuing and discontinued operations is stated after charging:

| 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 | –

Staff costs are shown gross of capitalised development costs.

During the year, the Group incurred £59.1 million of research and development costs (2023: £69.5 million).

6.

Revenue

7.

Operating loss

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 | 2023
| £m | £m
Bank interest | 28.5 | 34.2
Net foreign exchange gains | – | 1.1
Total finance income | 28.5 | 35.3

| 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

The standard rate of corporation tax applied to reported loss in the UK is 25% (2023: 23.5%). Taxation for other jurisdictions is calculated at the prevailing rates in the

respective jurisdictions.

8.

Finance income

9.

Finance costs

10.

Income tax charge

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

The Group ceased trading in the Netherlands and Australia in 2022 and Spain in 2021 and during 2024 and 2023 only non-trading items in relation to these markets

were incurred and recorded as discontinued operations.

The results of the discontinued operations, which have been included in the consolidated income statement, were as follows:

| 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)

The following have been recognised as exceptional items where there is separately identifiable income and expenditure arising from activities or events outside the

normal course of business. These are qualitatively or quantitatively material in the year and are deemed material to the understanding of the accounts. Exceptional

items for the current and prior year include market exit costs, settlements and professional fees in relation to legal and regulatory investigations, and other project

costs. 2023 also included restructuring costs.

| 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)

* Alternative performance measure (‘APM’), refer to glossary on page 230 for further details.

11.

Discontinued

operations

12.

Exceptional items

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

192deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

The calculation of the basic and diluted loss per share is based on the following data.

| 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)

There was an immaterial difference between basic and diluted earnings per share for the 12 months ended 31 December 2024 due to the quantum of the profit.

There was no difference between basic and diluted loss per share for the year ended 31 December 2023 since the effect of all potentially dilutive shares outstanding

was anti-dilutive. Total outstanding share awards as at the year ended 31 December 2024 and 31 December 2023 are set out in note 27.3 Employee benefits, Share-

based payments.

13.

Profit/(loss) per

share

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

Group

| | | Driver, | |
| | | restaurant | |
| Leasehold | IT and office | and store | Assets under |
| improvements | equipment | equipment | construction | Total
| £m | £m | £m | £m | £m
Cost | | | | |
At 1 January 2023 | 54.5 | 10.6 | 22.5 | 4.8 | 92.4
Additions | 1.4 | 1.4 | 1.3 | 3.5 | 7.6
Disposals | (4.5) | (0.1) | (1.2) | (0.6) | (6.4 )
Transfers between categories | 5.8 | 0.9 | 0.7 | (7.4) | –
Currency translation | (1.1) | (0.1) | (0.4) | – | (1.6 )
At 31 December 2023 | 56.1 | 12.7 | 22.9 | 0.3 | 92.0
Additions | 1.9 | 0.3 | 0.8 | 0.4 | 3.4
Disposals | (0.2) | – | (0.2) | – | (0.4 )
Transfers between categories | 0.6 | – | 0.1 | (0.7) | –
Currency translation | (0.2) | – | (0.1) | – | (0.3 )
At 31 December 2024 | 58.2 | 13.0 | 23.5 | – | 94.7
Accumulated depreciation | | | | |
At 1 January 2023 | (23.7) | (8.1) | (11.3) | – | (43.1 )
Charge for year | (7.8) | (1.4) | (3.8) | – | (13.0 )
Disposals | 1.4 | 0.1 | 0.9 | – | 2.4
Currency translations | 0.5 | – | 0.2 | – | 0.7
At 31 December 2023 | (29.6) | (9.4) | (14.0) | – | (53.0 )
Charge for the year | (7.3) | (1.8) | (3.3) | – | (12.4 )
Impairment | (1.3) | – | – | – | (1.3 )
Disposals | – | – | 0.1 | – | 0.1
Currency translation | – | – | 0.1 | – | 0.1
At 31 December 2024 | (38.2) | (11.2) | (17.1) | – | (66.5 )
Net book value | | | | |
At 31 December 2024 | 20.0 | 1.8 | 6.4 | – | 28.2
At 31 December 2023 | 26.5 | 3.3 | 8.9 | 0.3 | 39.0

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

15.

Leases

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

Total cash outflow for leases in 2024 was £18.3 million (2023: £17.9 million) for

the Group.

The Group holds a number of property leases in association with the Editions and

Hop businesses, together with leases for office spaces. Contracts vary in length

from less than 12 months up to 15 years.

| 2024 | 2023
Lease liabilities | £m | £m
Current | 17.0 | 16.0
Non-current | 33.4 | 43.6
Total | 50.4 | 59.6

The carrying amount of the lease liabilities and movements during the period are

as follows:

| 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

Goodwill was recognised on the acquisition of assets from Omakase Inc. It has been allocated to the cash-generating unit (‘CGU’) ‘Roofoods Ltd’. The recoverable

amount of the group of CGUs is determined from value-in-use calculations. The key assumptions in these calculations comprise discount rates, growth rates, pricing

fluctuations and changes to direct costs. These assumptions are consistent with available external information sources. Discount rates are estimated rates that

reflect current market assessments of the time-value of money. The discount rate used was 12.5% (2023: 14%). A terminal growth rate of 2.5% (2023: 2.5%) was used to

extrapolate cash flows beyond the forecast period.

For the purpose of the goodwill impairment review, management prepares cash flow forecasts for a period of five years. Thereafter a growth rate is applied that does

not exceed the long-term average growth rate for the industry and geography. There is no reasonably possible change in any key assumptions that would cause the

carrying amount to exceed the recoverable amount.

Capitalised development expenditure relates to costs associated with projects to internally develop the platform.

16.

Intangible assets

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

* This amount includes tax attributable to discontinued operations.

All deferred tax liabilities are expected to be settled more than 12 months after the reporting period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate

to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The Group has recognised

a deferred tax liability in relation to temporary differences on intangible fixed assets, and a corresponding deferred tax asset in respect of temporary differences

relating to fixed asset temporary differences and share-based payments.

17.

Deferred tax

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

198deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

The recognition of deferred tax assets is based on the Group’s forecast of future operating results which is adjusted for significant permanent differences and

specific limits to the use of any unused tax loss or credit. The Group has unrecognised tax losses of £1,387.4m (2023: £1,555.5m) available for offset against future

taxable profits. A significant portion of the unrecognised tax losses arise in the UK where there is no expiry for utilisation. There are also unrecognised temporary

differences of £98.1m (2023: £82.9m) across other items including fixed assets and share-based payments. In 2024, the Group made an operating loss of £12.4m.

Hence, no deferred tax asset has been recognised in relation to these tax losses. As the Group moves to profitability, some portion of the losses may become

recognisable in the next few years.

| 2024 | 2023
Financial assets measured at FVTPL | £m | £m
Shares | 2.9 | 2.9
Total investments in financial assets | 2.9 | 2.9

The Group holds 10% of the Ordinary Share capital of OrderGrid Holdings Inc, an entity involved in e-commerce fulfilment solutions. The Directors of the Group do not

consider that the Group is able to exercise significant influence over OrderGrid Holdings Inc, with no involvement in the day-to-day operations of that entity. The fair

value of the investment was £2.9 million (2023: £2.9 million).

| 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

The net carrying value of receivables is considered a reasonable approximation of fair value. Long-term other receivables relate to rental deposits for leased property

not due for at least 12 months and bank guarantees disclosed in note 32.

No customer accounts for more than 5% of the total trade receivables balance in either 2024 or 2023.

In accordance with IFRS 9 the simplified approach to measuring expected credit losses (‘ECL’), which permits the use of lifetime ECL on trade receivables, has been

applied.

18.

Investments in

financial assets

19.

Trade and other

receivables

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

For trade receivables due from our payment service providers and other receivables the ECL is £nil (2023: £nil). The following table details the risk profile of trade

receivables for the Group:

| 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

* Lifetime ECL is calculated net of trade receivables from payment service providers of £42.4 million (2023: £74.7 million).

The expected credit losses on trade receivables are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors

that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting

date, including time-value of money where appropriate.

The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition. Concentration of credit risk with

respect to trade receivables is minimal due to the broad customer base across regions.

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable mentioned above.

The loss allowances for trade receivables and contract assets as at 31 December reconcile to the opening loss allowances as follows:

| 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

At a Group level, the cost of inventories recognised as an expense in the year is £57.2 million (2023: £45.8 million). Of this, £51.5 million (2023: £39.9 million) is included

within ‘cost of sales’ with £8.4 million (2023: £9.1 million) relating to restaurant equipment. £2.9 million (2023: £2.5 million) relating to rider clothing and equipment is

within ‘other operating expenses’ in the consolidated income statement. The write-down of inventory to net realisable value recognised as an expense in the year is

£2.8 million (2023: £3.4 million). This is recorded within ‘administrative expenses’ in the consolidated income statement.

| 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

All funds held are available on demand.

20.

Inventory

21.

Cash and cash

equivalents

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

2024

| | 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

The movement in the provisions during the year is reconciled below:

| 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

The Group remains involved in a number of ongoing legal and regulatory proceedings with third parties. The amounts provided in the legal provision represent our

best estimate of associated economic outflows based on the status of proceedings at the time of approval of these financial statements, and are based on current

claims from regulators, even where we dispute the amounts claimed. The majority of the provision released in 2024 related to discontinued operations.

During the period, we settled some of our longer standing matters, and accordingly we have utilised certain associated provisions, partially offset by the recognition

of additional amounts for other existing matters elsewhere.

Provisions remain for certain ongoing regulatory challenges, including in markets that we have exited and we continue to participate in ongoing discussions with

relevant authorities as part of official processes. While it is difficult at this time to quantify the probable economic outflow in the event of an adverse outcome,

the provision represents our best estimate of the most likely outcome, based on the information available to us at this time and taking into account the range of

potential outcomes currently apparent. We will continue to refine our assessment as further information is available.

Further to the amounts provided above, the challenges of the new on-demand economy mean that, like other companies in this industry, some subsidiary companies

may eventually be subject to further inspections or litigation of the same nature in the future. The Group would assess any such future challenges on a case-by-case

basis. We continue to defend ourselves robustly against challenges of this nature, but we recognise that there are jurisdictions which may seek to regulate the on-

22.

Provisions

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

202deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

demand economy and as a result the risk may be heightened. The Directors are confident in the operating model and practices, and will take all reasonable steps to

defend its position if so challenged. In addition, the Group is engaged with relevant stakeholders to seek to bring greater certainty and flexibility for individuals who

work within the on-demand economy.

In addition to proceedings where management has assessed there to be a probable economic outflow and for which a corresponding provision has been made,

there are certain in-country proceedings where management has assessed that an economic outflow is possible but not probable at this time. These are disclosed

as contingent liabilities and are discussed in note 32.

The Group is required to perform dilapidation repairs to restore properties to agreed specifications prior to the properties being vacated at the end of their lease

term. These amounts are based on estimates of repair and restoration costs at a future date and therefore a degree of uncertainty exists over the future outflows,

given that these are subject to repair and restoration cost price fluctuations and the extent of repairs to be completed. £7.3m of the provision is expected to be

utilised by 2030 and the remainder by 2037.

| 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

Trade and other payables are considered to be short-term, non-interest-bearing and have no security attached. The carrying value of trade and other payables is

considered to be a reasonable approximation of fair value.

23.

Trade and other

payables

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

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 the redesignation.

The Company issued 2,320,600 (2023: 1,392,200) new shares at a nominal value of £0.005 (2023: £0.005) per share to settle previous share awards to non-employees.

See note 25 for information regarding shares bought back and cancelled during the current and prior year.

| 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

The own shares reserve represents the cost of Deliveroo plc shares purchased from the market. Shares are either held in treasury to be cancelled or by the Roofoods

Ltd Employee Benefit Trust (‘EBT’) to satisfy options under the Group’s share options plans. The number of Ordinary Shares held in treasury at 31 December 2024 was

1,086,858 (2023: nil) and held by the EBT at 31 December 2024 was 47,962,908 (2023: 56,869,699).

During the year, the Group completed a share purchase programme that was announced on 27 March 2024 to purchase Ordinary Shares of 0.5p each in the capital of

the Company. Under the programme 22.6 million shares were purchased for £30 million, including transaction costs of £0.2 million and held by the EBT.

The Group utilised 31.5 million (2023: 27.2 million) shares from the EBT at a cost of £28.4 million (2023: £23.5m) to settle share schemes.

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 26).

24.

Share capital

25.

Own shares

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

204deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

During 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 26).

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 26).

| 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

The capital redemption reserve represents the nominal value of all shares bought back and cancelled (see note 25).

27.1 Employee benefits cost

| 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

Total employee benefits include discontinued operations and are shown gross of capitalised development costs.

25.

Own shares

continued

26.

Other reserves

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

27.2 Average monthly employee numbers

| 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 | 3,760 | 3,807

No distinction is made between full-time and part-time employees in the above analysis.

27.3 Share-based payments

The Company operates share schemes for all employees of the Group. The terms of the main current schemes from which the Group’s employees benefit are set

out below.

Post-IPO Employee Share Plans

Since the Company’s admission on the London Stock Exchange on 7 April 2021, the Company has operated new share incentive plans, under the umbrella of the

Deliveroo Incentive Plan (‘DIP’). These include the Restricted Share Plan Awards, Deferred Share Bonus Plan Award and the Performance Share Plan (‘PSP’) awards.

(i) Restricted Share Plan: Nominal Cost options

These are share options that are granted to employees since the IPO. They provide an award holder the right to acquire Deliveroo Ordinary Shares upon exercising

the option at a nominal cost of £0.005 per share. Under the rules of the Deliveroo Incentive Plan, the options vest subject to the award holder remaining employed

with Deliveroo at the relevant vesting dates. Typically, awards granted under this scheme vest over four years, with a one-year cliff. Options which remain

unexercised after a period of 10 years from the date of grant will expire. Unvested options are forfeited when the employee hands in notice or receives notice to

leave the Group before the options vest.

(ii) Restricted Share Plan: Conditional Share Awards (US Sub-plan)

Conditional Share Awards (sometimes referred to as RSUs or restricted stock units) are awards that are granted following the IPO, and are only applicable to US

taxpayers. They provide the award holder the right to acquire Ordinary Shares upon vesting/settlement of the award. The grant is ‘restricted’ as the award must

vest, and the award holder must remain employed at the time of vesting before they can receive the underlying Ordinary Shares. Award holders are required to

pay the nominal value of £0.005 per share at the time the award vests. Typically, awards granted under this scheme vest over four years, with a one-year cliff.

Unvested awards are forfeited when the employee hands in notice or receives notice to leave the Group before the conditional shares vest.

(iii) Restricted Share Plan: Conditional Share Awards (French Sub-plan)

Conditional Share Awards (France) are awards that are granted since the IPO, and are only applicable to employees based in France. They provide the award holder

the right to acquire Ordinary Shares upon vesting/settlement of the award. The grant is ‘restricted’ as the award must vest, and the award holder must remain

employed at the time of vesting before they can receive the underlying Ordinary Shares. Award holders are required to pay the nominal value of £0.005 per share

at the time the award vests. Awards granted under this scheme vest over four years, with a two-year cliff. Unvested awards are forfeited if the employee hands in

notice or receives notice to leave the Group before the conditional shares vest.

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

(iv) Performance Share Plan: Nominal Cost Options

These are long-term incentive awards which take the form of annual grants of share awards subject to performance conditions, which are granted to a subset of

employees. Awards are made in the form of nominal cost options or conditional share award – US sub-plan only. These awards are not available to French nationals.

They provide an award holder the right to acquire Deliveroo Ordinary Shares upon exercising the option at a nominal cost of £0.005 per share. The options vest subject

to the achievement of certain performance criteria, and the award holder remaining employed with Deliveroo at the relevant vesting dates. Awards granted under

this scheme vest following a three-year cliff, and are subject to an additional two-year holding period. Options which remain unexercised after a period of 10 years

from the date of grant will expire. Unvested options are forfeited if the employee hands in notice or receives notice to leave the Group before the options vest. Malus

and Clawback provisions apply to the PSP.

(v) Performance Share Plan: Conditional Share Awards (US)

These are long-term incentive awards which take the form of annual grants of share awards subject to performance conditions, which are granted to a subset of

employees following the IPO made in the form of conditional share awards and are only applicable to US taxpayers. They provide the award holder the right to acquire

Ordinary Shares upon vesting/settlement of the award. The awards vest subject to the achievement of certain performance criteria, and the award holder remaining

employed with Deliveroo at the relevant vesting dates. Awards granted under this scheme vest following a three-year cliff, and are subject to an additional two-year

holding period. Award holders are required to pay the nominal value of £0.005 per share at the time the award vests. Unvested awards are forfeited if the employee

hands in notice or receives notice to leave the Group before the shares vest. Malus and Clawback provisions apply to the PSP.

(vi) Deferred Share Bonus Plan (‘DSP’)

These are awards that form part of the annual bonus for the Executive Team. One-half of the bonus earned will be paid in cash and the remainder is provided as a

deferred award of shares that vest after three years subject to continued service. Awards are made in the form of nominal cost options or conditional share award

– US sub-plan only. These awards are not available to French nationals. DSP awards give eligible employees a right to acquire Deliveroo Ordinary Shares at the nominal

cost of £0.005 per share at the time the award vests. Unvested awards will normally lapse if the employee hands in notice or receives notice to leave the Group before

the shares vest. Malus and Clawback provisions apply to the DSP.

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

Pre-IPO Employee Share Plans

(Awards ceased to be made to employees under these plans after 31 March 2021).

The Group maintains the following, equity-settled share-based payment schemes for employees:

• Unapproved option scheme

• French free share plan

• Restricted Stock Units (RSUs)

Where plans are substantially similar, they are disclosed in aggregate below. The following table sets out the movement in share awards during the year:

| | 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 | |

The weighted average share price for share options exercised during the year was £1.36 (2023: £1.12).

The share options outstanding as at 31 December 2024 had a weighted average remaining contractual life of 6.9 years (2023: 7.4 years) and the range of exercise

prices was £0.00-£0.08 (2023: £0.00-£0.08).

In addition to the totals above, there are 618,800 non-employee share options outstanding at 31 December 2024 (2023: 2,939,400).

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

The fair value of employee share options granted was determined using a Black-

Scholes model, taking into account the terms and conditions under which the

options were granted. The following table lists the principal assumptions used in

the valuation:

| 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

The underlying expected volatility was determined by reference to historical data

of a peer group of similar companies’ shares.

Employee share awards (France and US) are accounted for using the intrinsic

value method with the key assumptions as follows:

| 2024 | 2023
Grant price | £0.01 | £0.01
Weighted average market price | £1.30 | £0.93
Attrition rate | 16% | 26%

The performance share plans are valued using the Monte Carlo method with the

assumptions as follows:

| 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%

The underlying expected volatility was determined by reference to historical data

of a peer group of similar companies’ shares.

In total the charge shown in the table in note 27.1 relating to the equity-settled

share-based payment plan has been included within ‘administrative expenses’ in

the income statement, and credited to equity.

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

(i) Includes operating profit from discontinued operations of £3.9m

28.1 Reconciliation of liabilities from financing activities

| 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

28.

Reconciliation

of cash used in

operations

29.

Auditor’s

remuneration

| 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

Audit-related assurance services relate to the interim review.

The Parent Company incurred £0.4m (2023: £0.4m) in relation to UK statutory audit fees for the year.

Notes to the consolidated financial statements continued

For the year ended 31 December 2024

210deliveroo plc Annual Report and Accounts 2024

STRATEGIC REPORT FINANCIALSGOVERNANCE

30.1 Categories of financial instruments

| 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)

* This balance excludes social security, corporation tax, deferred revenue and pension

liability.

The carrying value of the financial instruments is considered to be a reasonable

approximation of fair value.

30.2 Risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments, the

most significant of which are market risk, credit risk and liquidity risk. The Group’s

risk management is co-ordinated at its headquarters, in close co-operation with

the Board, and focuses on actively securing the Group’s short to medium-term

cash flows by minimising the exposure to financial markets.

The Group does not actively engage in the trading of financial assets for

speculative purposes. The most significant financial risks to which the Group is

exposed are described on page 101.

30.3 Market risk

The Group is exposed to market risk through its use of financial instruments, and

specifically to currency risk, which result from both its operating and investing

activities.

Foreign currency sensitivity

Most of the Group’s transactions are carried out in GBP. Exposures to currency

exchange rates arise from the Group’s overseas sales and purchases, which are

primarily denominated in US Dollars, Euros, Hong Kong Dollars, Singapore Dollars,

United Arab Emirates Dirhams and Qatari Riyals as well as funds held in US Dollars.

To mitigate the Group’s exposure to foreign currency risk, non-Sterling cash flows

are monitored in accordance with the Group’s risk management policies.

The carrying amounts of the Group’s cash balances held in foreign currency at

the reporting date were as follows:

| 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

30.

Financial

instruments

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

The following table illustrates the sensitivity of exchange rate movements

in regard to the Group’s financial assets and liabilities, all other things being

equal. It assumes a +/- 10% change of the exchange rates for the year ended

31 December.

| | | 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 | –

The Group’s sensitivity to fluctuations in foreign currencies is the result of

holdings in foreign currency and the growth of overseas entities. The sensitivity

performed is a reasonable approximation of possible future changes. Exposures

to foreign exchange rates vary during the year depending on the volume of

overseas transactions. Nonetheless, the analysis above is considered to be

representative of the Group’s exposure to currency risk.

30.4 Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation

to the Group. The Group’s maximum exposure to credit risk is limited to the

carrying amount of financial assets recognised at the reporting date, as

summarised below:

| 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

The Group continuously monitors defaults of customers and other

counterparties and incorporates this information into its credit risk controls.

Where available at reasonable cost, external credit ratings and/or reports on

customers and other counterparties are obtained and used. The Group’s policy is

to deal only with creditworthy counterparties.

In respect of trade and other receivables, the Group is not exposed to any

significant credit risk in relation to any single counterparty or any group of

counterparties having similar characteristics. The Group holds no financial assets

that are past due as at the end of the reporting date but not impaired.

The credit risk for cash and cash equivalents and other treasury deposits is

considered negligible, since the counterparties are reputable with investment

grade AAA to A- external credit ratings.

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

30.5 Liquidity risk

Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by forecasting cash inflows and outflows due in

day-to-day business.

The Group’s objective is to maintain cash to meet its liquidity requirements. This objective was met for the reporting periods by keeping all cash as readily available.

Funding for long-term liquidity needs is additionally secured by the ability to sell long-term financial assets.

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. The

Group’s existing cash resources and trade receivables are considered sufficient for the current cash outflow requirements.

On 22 March 2024 the Group entered into a new revolving credit facility agreement (‘RCF’) for £140 million for general working capital purposes of the Group. The key

terms of the new RCF include: (i) Roofoods Ltd as borrower; (ii) an initial term of 36 months which can be extended by up to 24 months; (iii) provision of information

covenants and financial covenants; and (iv) the provision of guarantees by certain Group Companies in respect of certain obligations under the RCF. To date, no

drawdowns have been made pursuant to the RCF.

The Group’s financial liabilities measured at amortised cost are all made up of trade and other payables (excluding social security, corporation tax, deferred revenue

and pension liability). They have contractual maturities as follows:

| 2024 | 2023
| £m | £m
Within one year | (285.0) | (256.7)
Total | (285.0) | (256.7)

The above amounts reflect the contractual undiscounted cash flows, which are in line with the carrying values of the liabilities at the reporting date.

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

Transactions with key management personnel

| 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

The on-demand economy remains relatively new and is therefore subject to scrutiny and operators across markets may at times be subject to regulatory inspections

and investigations that could result in economic outflow. Certain companies in the Group are currently subject to such investigations regarding elements of our

operating model. Whilst we defend ourselves robustly in such cases, we recognise the inherent uncertainty connected to regulatory inspections and investigations.

Should we be unsuccessful in defending our model, the total economic outflow in relation to the quantifiable contingent liabilities is estimated to be £6.1 million

(2023: £9.3million). This includes potential outflows arising from ongoing proceedings in a number of markets, including those that we have exited.

In addition, the Company may be subject to potential future investigations and it is difficult at this time to quantify the likely potential economic outflow that could

arise. We are engaging with relevant authorities and will continue to refine our assessment. At the time of signing of the financial statements, we have assessed a

range of economic outflows representing our best estimate in the event of a potential adverse outcome, which could range from £125 million to £160 million (2023:

£125 million to £160 million).

The Directors will review the amounts of such contingent liabilities as necessary throughout the duration of all relevant proceedings and revise amounts accordingly

as and when new information is available.

The Group has issued guarantees totalling £0.3 million (2023: £0.7 million). Of this, £0.0 million (2023: £0.1 million) relates to guarantees provided to tax authorities. The

remainder primarily relates to office rental guarantees.

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.

31.

Related party

transactions

32.

Contingent

liabilities and

guarantees

33.

Events after the

financial period

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