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Building
a Stronger
Greencore
Greencore Group plc
Annual Report and
Financial Statements 2025
2025
Greencore Group plc – Annual Report and Financial Statements 2025
Greencore Annual Report and Financial Statements 2025
James Macer
Chef at Wisbech
Find out more at www.greencore.com
Greencore Group plc is a leading
manufacturer of convenience foods.
We are proud to supply a wide range
of chilled, frozen and ambient foods
to some of the most successful retail
and food service customers in the UK.
Sustainability
Our Better Future Plan has
continued to mature and embed
across the business, strengthening
the foundations we need to grow as
a resilient, future-fit organisation that
creates positive impact for people
and the planet.
In this Report
We are
Greencore
Read more on page 43
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
01
Revenue
£1,947.0m
FY24: £1,807.1m
Basic Earnings per Share
13.2p
FY24: 10.1p
Group Operating Profit
£101.1m
FY24: £84.3m
Adjusted Earnings per Share (‘EPS’)
18.6p
FY24: 12.7p
Adjusted Operating Profit
£125.7m
FY24: £97.5m
Free Cash Flow
£120.5m
FY24: £70.1m
Profit before taxation
£79.5m
FY24: £61.5m
Return on Invested Capital (‘ROIC’)
15.0%
FY24: 11.5%
Financial highlights
1
Our Strategy
Our strategy is focused on improving
financial returns and delivering growth
across each of our categories, and is
built on two pillars: ‘Strengthen our
Core’ and ‘Grow and Expand’.
Certain statements made in this Annual Report are forward-looking. These represent expectations
for the Group’s business, and involve known and unknown risks and uncertainties, many of which
are beyond the Group’s control. The Group has based these forward-looking statements on
current expectations and projections about future events based on information currently available
to the Group. These forward-looking statements include all statements that are not historical facts
and may generally, but not always, be identified by the use of words such as ‘will’, ‘aims’, ‘achieves’,
‘anticipates’, ‘continue’, ‘could’, ‘develop’, ‘should’, ‘expects’, ‘is expected to’, ‘may’, ‘maintain’,
‘grow’, ‘estimates’, ‘ensure’, ‘believes’, ‘intends’, ‘projects’, ‘sustain’, ‘targets’, or the negative thereof,
or similar future or conditional expressions.
At a glance 02
Strategic Report
Strategic framework 06
Chair’s statement 08
Chief Executive’s review 10
Business model 12
Market trends 14
Strategy 16
Key Performance Indicators 18
Operating and financial review 22
Managing our risks 26
Sustainability 42
Task force on Climate-related
Financial Disclosures (‘TCFD’) 52
Group Executive Team 66
Directors’ Report
Chair’s introduction to corporate governance 70
Board of Directors 72
Board leadership, culture and company purpose 74
Stakeholder engagement 76
Division of responsibilities 84
Composition, succession and evaluation 86
Report of the Nomination
and Governance Committee 88
Report of the Audit and Risk Committee 91
Report on Directors’ Remuneration 98
Report of the Sustainability Committee 122
Other statutory disclosures 124
Statement of Directors’ responsibilities 129
Financial Statements
Independent Auditor’s Report 132
Group Income Statement 140
Group Statement of Comprehensive Income 141
Group Statement of Financial Position 142
Group Statement of Cash Flows 143
Group Statement of Changes in Equity 144
Notes to the Group Financial Statements 146
Company Statement of Financial Position 189
Company Statement of Changes in Equity 190
Notes to the Company Financial Statements 191
Other Information
Alternative Performance Measures 196
Corporate Information 201
1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting
Standards (‘IFRS’) measures to monitor the performance of its operations and of the Group as a whole.
These APMs along with their definitions and reconciliations to IFRS measures are provided in the
APMs section on page 196.
Read more on page 16
Greencore Group plc (‘Greencore’
or the ‘Group’) Annual Report and
Financial Statements (this ‘Annual
Report’) for financial year ended
26 September 2025 (‘FY25’)
can be downloaded as a PDF
from this location:
www.greencore.com/investor-
relations/results-centre
02
Greencore Annual Report and Financial Statements 2025
36
locations across
the UK and Ireland
We supply all the major supermarkets
in the UK, as well as convenience and
travel retail outlets, discounters, coffee
shops, food service and other retailers.
Our principal customers include:
Protecting food safety
We source, store and prepare our
Great Food to the highest food safety
standards every day. Our customers
and their consumers can trust what
we place on the shelves.
Winning on quality
We care deeply about the experience
we deliver to consumers and take
great care in assuring food quality,
from the nutritional value, colour
and texture to the packaging it
reaches them in.
Delivering for
our customers
At a glance
Read more on page 20 Read more on page 48
03
Greencore Annual Report and Financial Statements 2025
Financial StatementsStrategic Report Directors’ Report
Delivering in
all weathers
Corporate
head office
distribution vehicles
across the UK
621
What we do and
where we operate
Manufacturing
We operate 16 industry-leading manufacturing
sites, and operations at these sites consist of
nine sandwich units, four chilled ready meal
units, three salad units, two sushi units, one
chilled soup and sauces unit, one chilled
quiche unit, one ambient cooking sauce and
pickles unit and one Yorkshire Pudding unit.
Distribution
We have built a strong Direct to Store
distribution operation comprising over
621 vehicles, three regional distribution
centres and 14 transport hubs.
Locations
Corporate head office
Manufacturing sites
Distribution centres
Transport hubs
Corporate services centre
04
Greencore Annual Report and Financial Statements 2025
Maple Bacon and
Vintage Cheddar Quiche
CEO’s review
Delivering excellence every day
“I am very proud
of my colleagues
across the Group for
another year of strong
performance.”
01
Read more on page 10
05
Strategic Report Directors’ Report Financial Statements
Greencore Annual Report and Financial Statements 2025
Strategic
Report
sandwiches and other
food to go items
764m
Strategic framework 06
Chair’s statement 08
Chief Executive’s review 10
Business model 12
Market trends 14
Strategy 16
Key Performance Indicators 18
Operating and financial review 22
Managing our risks 26
Sustainability 42
Task force on Climate-related
Financial Disclosures (‘TCFD’) 52
Group Executive Team 66
06
Greencore Annual Report and Financial Statements 2025
Salmon Poke Bowl
06
How it all
connects
This year we refreshed our
strategic framework, building
on our purpose and ambition
for the Group, to deploy and
embed the Greencore way
of winning.
Our strategy is focused on building a
strong growth portfolio in order for us
to achieve our ambition to lead the
way in convenience food. We do this
by implementing two pillars:
Strategic framework
“Making every day taste better” – These words
define who we are and inspire what we do.
Making: this is our call to action.
Manufacturing is at the heart of what we do.
Every day: we operate 24/7 throughout
the year and make a positive contribution
to the everyday lives of many people.
Taste: food is a core part of our DNA.
We are obsessed with making safe and
nutritious products that taste great.
Better: we constantly strive for better
in everything we do; in our products,
in our operations, with our people and
in the impact we have on our planet.
Our Purpose
Our Strategy
Strengthen our Core
• Do more with current customers
• Invest to get better
• Closely manage each part of the business
Grow and Expand
• Build new relationships
• Focus where we can win
• Selectively acquire other businesses
Read more on page 16
Read more on page 16
07
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Head Chefs
Jeremy Medley and
James Moulson
Pastrami Baguette
Our
Better Future Plan
is our
sustainability strategy and commitment
to improving the food system for both
people and the planet.
It has three corresponding strategic pillars: Sourcing
with Integrity, Making with Care and Feeding with Pride.
Each pillar comprises of an overarching ambition, key
focus areas and is underpinned by commitments by
which we operate.
DRIVEN BY:
Read more about our ‘Better Future Plan’ and our
sustainability approach in our Sustainability section.
Better Future Plan
The Greencore Way
Feeding with Pride
Sourcing with Integrity
Making with Care
The Greencore Way has always been our point
of difference, and our ‘differentiators’ have
evolved alongside our strategy to reinforce
the Greencore way of working.
Great Food
Create outstanding, quality
food that consumers love.
• Prioritise food safety
and quality
• Win through innovation
and taste
• Scale successful concepts
Delivery Excellence
Become the most efficient
manufacturer in our markets.
• Always strive for better
• Do things the right way
• Invest in technology
Lasting Partnerships
Be the most valued partner
to our customers, suppliers
and other stakeholders.
• Create win-win
opportunities
• Focus on the long-term
• Help each other grow
Sustainable Choices
Embed sustainability in
every choice we make.
• Source with integrity
• Make with care
• Feed with pride
People at the Core
Empower an ambitious, diverse and responsible team.
• Nurture a can-do, safe and inclusive culture
• Provide valued benefits and opportunities
• Build and prepare for success
Read more on page 45
Read more on page 48
Read more on page 46
Read more on page 42
08
Greencore Annual Report and Financial Statements 2025Greencore Annual Report and Financial Statements 2025
08
Leslie Van de Walle,
Board Chair
Adjusted Operating Profit
£125.7m
Revenue
£1,947.0m
Chair’s statement
Building
momentum
for the future
“Greencore is a business with excellent
fundamentals and further strong
growth potential. The Group has
executed well in both areas this year –
through financial performance in the
core business, as well as progressing
with our recommended acquisition
of Bakkavor Group plc.”
Introduction
During FY25, the Group shared a refreshed
strategic framework, underpinned by two
pillars of ‘Strengthen our Core’ and ‘Grow
and Expand’. We have progressed well on
both dimensions this year. With regards
to the former, the Group has continued
to deliver strong financial performance,
with profitability and returns back to pre-
pandemic levels. On the latter, I am pleased
that we have moved forward our growth
agenda by announcing and progressing
our recommended acquisition of Bakkavor
Group plc (‘Bakkavor’).
Strengthen our Core
This year, we laid out a new set of financial
targets to underpin our trajectory over the
medium-term, and we have begun to deliver
against these. Our revenue growth was 7.7%,
against a medium-term target of 3-5% – whilst
this is driven by manufactured volume growth
of 2.5%, it is also reflective of ongoing inflation
recovery measures. Adjusted Operating Margin
was 6.5%, 110bps higher than FY24.
One area which has been of particular focus
for me since I joined the Group has been
financial returns. We have now determined
Return on Invested Capital (‘ROIC’) as the
09
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
‘North Star’ metric by which we measure
performance. I was encouraged that we
achieved a 15.0% ROIC in FY25, up from
11.5% in the previous year. We have more
work to do to reach a point where every
part of the business is covering its cost of
capital, but we have made progress, owing to
disciplined portfolio and cost management.
This positive performance has strengthened
our financial position. We successfully
managed the Free Cash Flow generated by
the business, reducing Net Debt (pre-IFRS 16)
to £70.1m and bringing leverage to 0.4x.
Whilst we are mindful of headwinds ahead,
notably continued high levels of inflation,
our business is in a good place with the
required resilience to manage these
challenges. I would like to extend my thanks
to our Chief Executive Officer, Dalton Philips,
and the entire Greencore management
team for their delivery of these results.
Business performance is strong, and I see
significant room for further upside as we
continue to progress our Commercial
Excellence, Operational Excellence and cost
management agendas.
Grow and Expand
We were very pleased earlier this year to
announce the recommended acquisition
of Bakkavor, and that both Greencore and
Bakkavor shareholders voted in favour
of the acquisition at our respective
Extraordinary General Meetings that took
place in July. The Competition and Markets
Authority (‘CMA’) conducted a Phase 1
investigation in respect of the recommended
acquisition, and concluded that there was
no basis for competition concerns in relation
to approximately 99% of the revenues of
the combined group. Whilst this is positive
news which allows us to move forward, the
CMA did identify that there may be a risk
of a competition concern in the supply of
own-label chilled sauces. We are working
constructively with the CMA and Bakkavor
to come to a conclusion on this matter.
The rationale for the deal is so compelling
as these are two highly complementary
businesses, both of which have been
on a strong performance trajectory. The
combined business will be a true UK
convenience food champion, with greater
scale and resilience to better serve our
customers and end consumers.
The Board and I have worked closely with
management to ensure that there is a robust
value creation case for shareholders from
the deal. I am confident that there are clear
benefits for both sets of shareholders –
as post-completion, the current Bakkavor
shareholders will form part of the Greencore
shareholder base. These benefits include at
least £80m of cost synergies, an enhanced
financial profile delivering earnings accretion
in the first full financial year post-completion,
and strategic flexibility, with rapid deleveraging
and optionality around future capital allocation.
It must also be said that Bakkavor is a business
that we have always deeply respected at
Greencore. I would like to congratulate the
entire Bakkavor management team, notably
Chairman, Simon Burke, and Chief Executive
Officer, Mike Edwards, on their leadership of
the business. I greatly look forward to a new
chapter as a combined entity – including
welcoming Bakkavor’s founders Agust
Gudmundsson and Lydur Gudmundsson
onto our Board. The Gudmundssons bring a
wealth of experience, and their expertise and
guidance will be invaluable as we integrate
the two businesses, deliver synergies and
position for future growth.
Stakeholder engagement
Throughout FY25, I have continued to
engage with key stakeholders, including our
major shareholders, in order to hear their
views and share their feedback with the
Board. I was delighted to get the opportunity
to meet a wide range of industry analysts and
investors at the Group’s Capital Markets Day
which we held in London in February. More
details on our stakeholder engagement are
available on pages 76 to 83.
Shareholder returns
The Group remains committed to allocating
capital in a disciplined way to maximise
shareholder return. In November of last year,
we announced a £10m share buyback which
completed on 17 January 2025.
Last year, the Board reintroduced a dividend
of 2.0 pence per share. Given the continued
strong performance of the Group, the
Boardis now recommending a dividend
of 2.6 pence per share.
Conclusion
On behalf of the Board, I would like to
express our gratitude to all colleagues
for their contributions this year. Our
performance is the product of the focus
and dedication of our c.13,300 colleagues,
alongside the leadership of our management
team. We are now embarking on a new
chapter as a combined group with Bakkavor.
As we progress, we recognise the challenges
that we face in the external environment,
including persistent high inflation, and the
need to continue to build a resilient business
for the future.
Our focus in FY26 will be to execute on
both pillars of our strategic framework
– ‘Strengthen our Core’ and ‘Grow and
Expand’. On the former, we will remain
focused on driving Commercial and
Operational Excellence, as well as advancing
strategic initiatives including our technology
transformation programme and automation
agenda. Alongside this, pending the final
completion of the acquisition, we will
also progress the integration process with
Bakkavor and deliver on our committed
synergy targets. There is lots to do, but we
remain confident in our ability to continue
to deliver excellence in FY26.
Leslie Van de Walle
Board Chair
17 November 2025
10
Greencore Annual Report and Financial Statements 2025Greencore Annual Report and Financial Statements 2025
Dalton Philips,
Chief Executive Officer
Introduction
I would like to extend my sincere thanks to our
team of c.13,300 colleagues for their hard work
in FY25. Without you, it would not be possible to
deliver the strong performance that we have had
this year. I would also like to thank our suppliers
and customers for another year of strengthening
our partnerships, and enabling us to live our
purpose of ‘making every day taste better’.
Strong financial results
In FY25, Group revenue increased to £1,947.0m,
reflecting core volume growth and new business
wins. Group Operating Profit increased by
19.9% to £101.1m, and Adjusted Operating Profit
increased by 28.9% to £125.7m – a record level
of profitability for the Group. Adjusted Operating
Margin increased to 6.5%.
At our Capital Markets Day in February, we
highlighted the importance of Return on Invested
Capital (‘ROIC’) as a Key Performance Indicator.
This year, we improved ROIC by 350bps to 15.0%.
We also further strengthened our financial
position in FY25 – reducing Net Debt (pre-IFRS
16) to £70.1m and bringing leverage to 0.4x.
Commercial Excellence
We delivered manufactured volume growth of
2.5%, ahead of the overall grocery market of
0.7%. We continued to focus on innovation in
FY25 – launching 534 new products with our
customers. Some examples include a new pasta
sauce range, an elevated mac and cheese range
and a selection of limited edition sandwiches
and wraps.
We also won several new pieces of business
this year, notably across our food to go and
ambient grocery categories. Delivering great
food to consumers is why we do what we do,
and it has been fantastic to have more people
enjoying a widened range of products this year.
Delivering excellence
We remain focused on driving efficiencies in
cost management and Operational Excellence.
This year, inflationary pressures increased
Delivering
excellence
every day
“I am very proud of my colleagues
across the Group for another year of
strong performance. We have improved
our financial trajectory whilst further
developing our efficiency agendas
and investing for the future. While the
external market remains challenging,
we have the right foundations in place
to continue to deliver excellence for
our stakeholders.”
Chief Executive’s review
11
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
15.0%
Return on
Invested Capital
substantially– in labour due to National
Insurance and National Living Wage
increases, and in protein costs driven by
supply constraints. We’ve had positive
engagement with our customers on price
recovery, whilst maintaining disciplined cost
management to mitigate these headwinds.
We continued to roll out our Operational
Excellence framework, which applies a
diagnostic process to identify opportunities
for cost savings in our production processes.
We achieved a 4% improvement in units per
labour hour, a measure of productivity, and
have more opportunities to go after in the
coming years. In particular, we have made
good strides on building out our automation
Centre of Excellence and developing a
pipeline of future solutions, which we will
begin implementing from FY26.
I am particularly proud of two achievements
within the operational space. Firstly, we
achieved an average operational service
level of 99% in our manufacturing sites
– delivering on-time and in full for our
customers is of paramount importance.
Secondly, I am delighted that every one of
our sites and depots has been awarded the
top Brand Reputation Compliance Global
Standards (‘BRCGS’) food safety audit grade
of AA/AA+. This is a testament to the hard
work of our Operations and Technical teams.
People at the Core
I continue to be impressed by the efforts of
our colleagues in driving our business forward,
and have greatly enjoyed getting out into our
sites and meeting as many of them as possible
throughout this year.
Reducing our annual attrition rate is a key
focus – this has decreased from 24% in FY24
to 19% in FY25. We have many great people
at Greencore – we want to retain the best
talent and enable them to grow their careers
with us. Some of the key drivers in reducing
attrition have been the implementation
of best practice recruitment and induction
processes in all sites, a review of our site-
level communication processes, and analyses
on leaver profiles to identify trends.
Over the past year, we have continued to
strengthen our health, safety and wellbeing
framework. Our number one priority is
ensuring that our colleagues are safe and
well while at work. We continue to work
to reduce our accident frequency rate and
increase proactive reporting of potential
serious incidents, in order to build an open,
learning culture around health and safety.
We have enhanced support for colleague
wellbeing, expanding access to occupational
health services and mental health resources.
We have also delivered progress on our
Inclusion and Diversity Strategy. We’ve
worked hard on gender equity, with
investments in parenthood and menopause
policies at the forefront of our gender
action plans, as well as committing to the
Food Business Charter, seeking to improve
representation of women in the food and
drink sector. This year, we’ve also expanded
our work on ethnic representation –
culminating in the development of a three-
year plan of ethnicity-focused action.
Investing for the future
Alongside day-to-day delivery, it is critical
that we also make investments for the future.
We increased capital expenditure in FY25 to
reflect this – investing £43.4m, up 34.0% on
FY24, whilst maintaining a rigorous returns
focus. One key focus is our ‘Making Business
Easier’ transformation programme, which
will improve processes, technology and data.
The programme is now well established,
with quick wins achieved in FY25, as well as
progress on large multi-year initiatives such
as standardisation of manufacturing systems,
supply chain planning and Enterprise Resource
Planning (‘ERP’) system consolidation.
Delivering a Better Future
In sustainability, we continued to deliver
our Better Future Plan across Sourcing
with Integrity, Making with Care and
Feeding with Pride. I am pleased that we
achieved our in-year targets for Scope 1
and 2 carbon emissions and food waste
reduction. Initiatives which supported this
delivery include the roll-out of a fleet of
vehicles powered by Hydrotreated Vegetable
Oil, and the installation of solar panels at our
largest sandwich site. We recognise there
is more to do as we look ahead to our 2030
targets across Scope 1, 2 and 3; as well
as preparation for upcoming regulatory
reporting. However, I am encouraged
by our in-year progress and the positive
momentum within our business.
Strategic progress
Over the past few years, we have focused
on delivery of our three-horizon strategy, to
stabilise the business and rebuild profitability.
Following successful execution against this
strategy, we were pleased to announce
a new strategic framework at our Capital
Markets Day, with two pillars – ‘Strengthen
our Core’ and ‘Grow and Expand’. Our results
this year are the product of continued focus
on strengthening our core, whilst we have
also progressed our growth agenda through
our recommended acquisition of Bakkavor.
The combination of Greencore and Bakkavor
is a pivotal moment for our two businesses,
and brings huge opportunity. A combined
group gives us the ability to build deeper
partnerships with customers and suppliers,
a stronger balance sheet to manage
headwinds, and improved flexibility for
capital allocation options. Whilst we do not
underestimate the challenges that come
with combining two businesses of our size,
we are making good headway on integration
planning, and feel confident in our ability
to deliver our synergy targets. I personally
am hugely looking forward to welcoming
Bakkavor colleagues into our combined
business, including working closely
with Agust Gudmundsson and Lydur
Gudmundsson on our Board, and building
a shared culture and ambition for the future.
Looking forward
Whilst being mindful of external challenges,
most notably inflationary pressures, I believe
I speak on behalf of all my colleagues
when I say that we are optimistic about
Greencore’s future. Building on FY25, there
is much more to go after – including driving
innovation, accelerating automation plans
and advancing our People and Sustainability
strategies. Coming together with Bakkavor
will step-change our trajectory, and enable
us to truly deliver on our ambition to
‘lead the way in convenience food’. Most
importantly, the combined group will better
serve our key stakeholders – shareholders,
customers, suppliers, consumers, colleagues
and the communities in which we operate.
Finally, I would like to once again thank
our colleagues for all of their contributions
and hard work throughout FY25, and I look
forward to continuing to drive our business
forward together in FY26.
Dalton Philips
Chief Executive Officer
17 November 2025
12
Greencore Annual Report and Financial Statements 2025
Dragon Roll Sushi
We continue to deliver excellence across
the Group, while recognising that we
face risks in the execution of our strategy.
Understanding and managing those risks,
being decisive and effectively managing
stakeholders through the decision-making
process, are core elements of delivering
that excellence.
Delivering
better results
Business model
Managing our risks
Like all organisations, we face a wide
range of risks that could impede the
successful achievement of strategic
objectives. We recognise that
effectively managing these risks
is critical to our success.
We operate an Enterprise Risk
Management framework that ensures
that risks are understood, evaluated,
and mitigated in line with our risk
appetite and enables informed
decision-making. This is supported
by applying a standard methodology
and systematic oversight by the
Risk Oversight Committee and the
Audit and Risk Committee.
Read more on page 26
Stakeholder
management
Effective stakeholder management
helps us better understand the
impact of our decisions on all our
stakeholders, as well as their needs
and concerns and feedback from
such engagement is regularly
considered by the Board as part
of its decision-making process.
Read more on pages 76 to 83
13
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Greencore Annual Report and Financial Statements 2025
Chorizo Mac
and Cheese
Stakeholder value creation
For each of our stakeholders, we aim to add value by:
Our inputs
People
c.13,300
Ingredients
2,200
Manufacturing sites
16
Distribution fleet
621
Invested capital
c.£620m
Shareholders
Creating sustainable
value through disciplined
capital allocation.
Colleagues
Investing in career
development to shape career
opportunities to engage,
reward and retain our people.
Consumers
Addressing key consumer
demand drivers through
food innovation.
Customers
Providing best-in-class
customer outcomes
and satisfaction.
Suppliers
Partnering with suppliers
to achieve goals and drive
sustainable growth.
Community
Creating stronger and
healthier communities
through education and
food-focused engagement.
Read more about our Stakeholders on pages 76 to 83
14
Greencore Annual Report and Financial Statements 2025Greencore Annual Report and Financial Statements 2025
The Group’s dedicated team of consumer and shopper insight and
category professionals review multiple sources of market, shopper,
and consumer intelligence daily to unlock key insights which are used
to ensure we respond to evolving consumer trends and preferences.
we remain relevant. We are in constant
conversation with our community members
to understand more about their lives, their
priorities and the changing factors impacting
their food decisions.
The community platform’s best-in-class
integrated AI capability enables us to get to
deeper insights quicker, increasing the speed
of our decision-making. We have partnered
with our community agency to push the
boundaries in terms of our research and
analysis by incorporating AI on a test and
learn basis.
We understand what drives
purchase behaviour
In addition to our online research
programme, we use in-store and
ethnographic research to understand how
people make decisions in-the-moment.
We use advanced eye-tracking technology,
accompanied shopping trips, home visits,
longitudinal interviews and in-depth
discussion groups to understand total
decision pathways, both in general and
specific to our categories.
Shoppers are typically on autopilot when
buying food and we only have a short
window of opportunity to catch their
attention. From our extensive research we
have developed a set of shopper-focused
guiding principles for each of our categories,
and we work with our customers to ensure
we are giving our products and categories the
best chance of success in store.
We look to the future
At Greencore, we respond to evolving
consumer trends and preferences. Our
category drivers ensure we remain relevant
and focused.
We have worked extensively to understand
the consumer of the future. Our generational
research enables us to build a picture of
how consumers needs and expectations are
evolving and how this might translate to our
product ranges and stores of the future.
Cost consciousness
Despite recent signs of stability, inflation
remains high and is forecast to climb again,
leaving many UK households under ongoing
financial strain. In response to continuing
economic uncertainty, consumers are
increasingly focused on affordability, often
choosing to recreate occasions at home as a
more cost-effective alternative to eating out.
Savvy shopping has become deeply ingrained
in consumer behaviour as value for money
remains a key consideration, particularly in
the grocery channel.
However, when dining or purchasing food out
of home, the mindset shifts. Once consumers
have committed to the experience, they are
more open to treating themselves, creating
opportunities for premium and upgraded
offerings, such as premium lunchtime meal
deals or limited-edition treats.
Convenient solutions
People instinctively look to simplify life
where they can. Deciding what to eat can
feel like a constant chore and people want
help to make everyday eating easier. Our
products offer ease and flexibility and aim to
simplify decision-making while maximising
value and enjoyment.
We view convenience across the entire
consumer journey, from the shopping list
to the store to the kitchen, ensuring our
products and experiences make every stage
simpler. Our in-depth understanding of
shopper behaviour enables us to identify
meaningful changes that make shopping in-
store for our products easier, more intuitive
and more enjoyable.
Advancing our business with
insight-powered decisions
We understand people, shoppers
and consumers
Our expertise in interpreting diverse data
sets enables us to make informed, forward-
looking decisions. We leverage an extensive
range of data and insight sources to shape
our thinking and develop consumer-focused
strategies that drive growth. By continuously
monitoring and analysing the consumer and
shopper landscape, we generate unique
insights and identify emerging opportunities
to stay ahead.
Our team rigorously analyses multiple data
points, including end point-of-sale, loyalty,
and panel data, to understand shopper
behaviour (the ‘what’). We then enhance this
analysis with our proprietary consumer and
shopper research to understand sentiment
and motivations (the ‘why’).
We continually seek new ways
to better understand people
We partner with leading research agencies,
utilising the latest technology and robust
qualitative and quantitative methodologies
to get a deeper understanding of consumer
and market dynamics.
Our proprietary consumer community
‘Talking Taste’ enables us to get even closer
to our shoppers and consumers to ensure
100
hours spent
one-to-one with
shoppers in store
Market trends
15
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Greencore Annual Report and Financial Statements 2025
Directors’ Report
Masala
Cauliflower Soup
Thai Green Curry
Convenient access to food is now just as
important as convenient food itself, and our
channel-specific strategies are aligned to
how and where people want to shop. The
UK’s food delivery landscape has evolved
rapidly, driven by changing consumer
expectations, digital innovation, and the
ongoing shift towards convenience. Routes
to market are diversifying from rapid grocery
delivery (Q-Comm) and dark kitchens to
subscription and membership models, and
AI-powered apps that optimise efficiency and
elevate the customer experience.
Healthy sustainable choices
Awareness of health and nutrition is higher
than ever, but people tend to overstate
intentions when it comes to both health and
sustainability. Whilst health isn’t always at
the forefront of consumer decisions, it can
feature in many.
Health is difficult to navigate and increasingly
consumers are looking to retailers and
manufacturers for support and guidance. We
have a responsibility to use our influence to
drive positive system change and improve food
outcomes for consumers and the wider society.
Whilst the rise of GLP-1 (as defined on
page 42) usage is changing the way a small
proportion of people are eating, the core
focus needs to be on addressing the key UK
nutrient shortfalls (fibre, fruit and vegetable
consumption and protein variety) and making
healthy and sustainable food the easiest and
most attractive choice for shoppers.
Food experience
Taste remains the single biggest driver
of food choice. Younger generations are
motivated by both taste and a sense of
adventure; seeking bolder flavours, spicier
options, and inspiration from global cuisines.
Our categories play a key role in enabling
consumers to trial, adopt, and enjoy new
cuisines and food experiences.
Treat occasions continue to be a key driver
across our categories. Even in the current
economic climate consumers are willing to
trade up or reallocate their spend towards
moments and experiences that feel special
or rewarding. Product ranges that deliver on
these treat needs, whether at home or on the
go, are essential and enable us to compete
effectively with foodservice. The in-store
delivery of these occasions plays a critical
role in meeting these needs.
Enjoy together
Food remains a powerful social and
emotional connector. For many families the
evening meal remains one of the few times
that the household can come together.
Eating together doesn’t necessarily mean
eating the same thing. Modern households
need flexibility as well as connection, from
quick mid-week dinners to special weekend
occasions. Through innovative meal
solutions, sharable options and inspiring
convenience food, we aim to make eating
together easier and more enjoyable.
Our inputs
Best-in-class insight partners
12
Individual panel and data platforms
7
Online consumer community
members
650+
Large-scale bespoke research projects
with specialist agencies
3
Individual responses to quantitative
tracker surveys
10,000+
Minutes of video dialogue analysed
3,000+
Individual community research
briefs completed
160+
16
Greencore Annual Report and Financial Statements 2025
Dressed Chicken
Sandwich
This year, we evolved our 3 horizon strategy into an integrated strategic framework,
centred on the two pillars of ‘Strengthen our Core’ and ‘Grow and Expand’.
15%
ROIC
350 bps increase
in ROIC from
FY24 to FY25
Strategy
Strengthen our Core Grow and Expand
Delivering
our strategy
We are one of the leading convenience
food businesses in the UK, underpinned
by long-term partnerships with major UK
retailers in attractive product categories
and supported by outstanding innovation
and manufacturing capability.
Over the past three years, we have been guided by a clear strategy, set out over
three horizons, focused on accelerating financial returns, explicitly looking to
improve the Return On Invested Capital and drive profitable growth across each
of our categories. Execution against this strategy has been strong, with FY25
Operating Profit of £101.1m (FY24: £84.3m) and Adjusted Operating Profit of
£125.7m (FY24: £97.5m) considerably higher than pre-pandemic levels.
This integrated strategic framework, which was presented at the Group’s Capital Markets Day in February 2025, is designed to help focus our
resources and decision-making to continue to drive financial returns over the coming years, and underpins the medium-term financial targets
of the Group.
Lasting Partnerships
Greencore enjoys deep, enduring
partnerships with our customers,
with a focus on the long-term
and delivering daily for all the
leading UK food retailers
Great Food
High quality, tasty food, made
to the highest technical and
food safety standards, and with
a constant focus on innovation
to drive growth across our
product range
Sustainable Choices
What is good for the communities
we operate in and the planet
is good for Greencore, across
our environmental footprint,
healthy and sustainable diets
and human rights
People at the Core
Our people make and deliver 3.3 million products every day, and we strive to keep colleagues
engaged, motivated, representative of our communities and properly empowered
Delivery Excellence
Being the most efficient supplier
to our customers supports a
more resilient food supply chain,
enabled by our Making Business
Easier programme
Deploy and embed the Greencore way of winning
Build a strong growth portfolio
Our Purpose:
Making every day taste
Our Ambition:
To lead the way in convenience food
17
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
There has been continued focus on category
improvement driven by Commercial and
Operational Excellence. Process and
infrastructure improvements through Making
Business Easier are ongoing. In addition,
the announcement in May this year of the
recommended acquisition of Bakkavor
Group plc (‘Bakkavor’), which is expected
to complete in early 2026, is a significant
strategic development for the Group.
Portfolio and category optimisation has been
the foundational strategy of the Group over
the last couple of years. More specifically,
we have moved to managing the business
through the explicit lens of Return On
Invested Capital (‘ROIC’).
In FY22 more than half of our categories in
the Group had a negative ROIC. In FY25, all
categories have continued to improve their
ROIC and the four largest categories, among
others, had a ROIC in excess of the weighted
average cost of capital of the Group. This
has been delivered through multi-functional
teams tasked with identifying and delivering
multi-year plans with clear targets for
improvement to complement the granular
in year achievement of Commercial and
Operational Excellence.
Commercial Excellence is focused on a
range of enhancements and improvements
across the full life cycle of engagement with
our customers, with a clear organisational
structure to enable these. From Insight
(market and commercial strategy), through
Plan (product and portfolio planning),
Sell (sales cycle management) and Buy
(procurement excellence), Commercial
Excellence has brought a step change in how
we organise and deliver for our customers,
and has seen Greencore continue to
outperform the wider convenience food
market. In FY25, Greencore manufactured
volumes grew by 2.5% year-on-year, versus
market growth of 0.7%.
Operational Excellence is a framework that
we use to manage the efficiency of our
manufacturing and distribution network, with
a focus on granular process improvements
to enhance how we work. We use a forensic
diagnostic of the processes across the
Group to identify inefficiency and waste,
and deploy industry-wide best practices to
deliver cost savings and efficiencies. We use
a ‘lighthouse’ model whereby individual sites
pilot improvement plans and then share the
learnings across the full network.
Making Business Easier is our programme
to improve the Group’s infrastructure
around data, processes, systems and
technology. Historically, the Group had
developed in a federalised way with five
business units, and had never operated
in an integrated way from a systems and
processes perspective.
This changed in FY22 with the
implementation of a single, integrated
functional organisational model as part
of our Better Greencore transformation
programme. During FY24 we launched
Making Business Easier as a multi-year
change programme to deliver on the
opportunity this could bring. FY25 has
seen Making Business Easier become fully
mobilised with a clear multi-year roadmap
to support more efficient and effective
management of the Group, improved
processes, better data capture and analysis,
and underpin the ongoing delivery of
Commercial and Operational Excellence.
As we look further ahead, we recognise that
the Group will need to continue to evolve.
Today, our business is largely focused on
chilled food-to-go and is wholly centred
on the UK market. While there is some
potential to diversify the Group organically,
with food innovation as a driver for category
expansion, we will also need to invest in
inorganic opportunities. We consider this
across the three ‘C’s, of channel, category
and country – evolving the Group over time
to include higher growth markets in the UK
and potentially internationally.
In this context, the recommended acquisition
of Bakkavor announced earlier in the year
is a key development. This transaction
creates a UK convenience food champion,
combining businesses with complementary
categories across food-to-go and food-
for-later and enhanced capabilities across
a 36 factory network in the UK. The
combination will unlock significant value for
our customers and their shoppers, as well
as for shareholders. The cashflows of the
enlarged Group provide a very significant
platform for investment in growth and value
creation, although our immediate focus is
on completion of the transaction and on
integration planning which is well underway
to enable us to deliver on the significant
potential of the enlarged Group.
Our FY25 Progress
FY25 has been a year of significant progress for Greencore. We have rebuilt profitability materially above
pre-pandemic levels and improved the financial returns of the Group, with Operating Profit up 19.9% to
£101.1m and Adjusted Operating Profit up 28.9% in the year to £125.7m and Return On Invested Capital up
350bps to 15.0%.
Return On Invested Capital
>15%
Annual Revenue Growth
3-5%
Adjusted Operating Profit Margin
>7%
Free Cashflow Conversion
>55%
Target Leverage (Net Debt/
Adjusted EBITDA)
1.0-1.5x
Medium-term
financial targets
18
Greencore Annual Report and Financial Statements 2025Greencore Annual Report and Financial Statements 2025
FY25
FY24
FY25
FY24
Key Performance Indicators
We use our Key Performance
Indicators (‘KPIs’) to assess and
monitor the performance of the
Group and to measure our progress
against our strategic objectives.
Financial
Pro Forma Revenue Growth
+7.7%
FY24: -1.4%
Strategic relevance
The Group uses Pro Forma Revenue Growth
as it believes this provides an accurate guide
to underlying revenue performance. It is
central to our strategic framework.
FY25 performance
Pro Forma Revenue Growth increased
by 7.7% in FY25 driven by manufactured
volume growth of 2.5% and ongoing inflation
recovery measures. The Group are pleased
that this is ahead of the Group’s medium-
term target of 3-5% revenue growth.
Profitability
Strategic relevance
The Group uses Free Cash Flow to measure
the amount of underlying cash generation
and the cash available for distribution
and allocation.
FY25 performance
Free Cash Flow in FY25 was an inflow of
£120.5m compared to £70.1m in FY24. The
main driver of the increase is due to the
increased profitability of the Group in FY25
and the favourable inflow in working capital.
Free Cash Flow
£120.5m
FY24: 70.1m
Cash Flow
Our financial KPIs measure progress of our strategic priorities in
delivering profitability, returns and cash flow. In measuring this
progress, we also consider the relationship between each of
these measures.
All of the Group’s financial KPIs are non-IFRS measures or Alternative
Performance Measures (‘APMs’). The definitions, calculations and
reconciliations of all APMs (including these financial KPIs) to IFRS
are set out within the APMs section on pages 196 to 200.
Link to remuneration
The remuneration of Executive Directors is aligned closely with
financial and non-financial KPIs through the Company’s Performance
Share Plan (‘PSP’) and Annual Bonus Plan (‘ABP’). PSP awards granted
in FY25 were based on a scorecard of four measures comprising
ROIC, Adjusted EPS, Relative Total Shareholder Return (‘TSR’) and
Scope 1 and 2 carbon emission reduction. The financial element of
the ABP was linked to Adjusted Operating Profit (weighted 50%) and
Free Cash Flow (weighted 25%), with the remaining 25% linked to
strategic objectives selected each year to reflect our non-financial
KPIs and other short-term business priorities.
See Report on Directors’ Remuneration on page 98
19
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
Strategic relevance
The Group uses Adjusted Operating Profit
to measure the underlying and ongoing
operating performance of the Group as
a whole.
FY25 performance
Adjusted Operating Profit in FY25 was
£125.7m, an increase of £28.2m against
FY24, underpinned by the continued
effectiveness of the Group’s Commercial
and Operational Excellence initiatives
and disciplined cost management.
Strategic relevance
The Group uses Adjusted Operating Margin
to measure the underlying profitability and
operational efficiency of the Group.
FY25 performance
In FY25, Adjusted Operating Margin improved
by 110bps as a result of the continued
increase in the Group’s Adjusted Operating
Profit underpinned by disciplined cost
management and the effectiveness of
the Group’s Commercial and Operational
Excellence programmes. This marks
significant progress towards the Group’s
medium-term target of >7% Adjusted
Operating Margin.
Strategic relevance
The Group uses Adjusted EPS as a
key measure of the overall underlying
performance of the Group and returns
generated for each share.
FY25 performance
Adjusted EPS was 18.6 pence, representing
an increase of 5.9 pence against FY24 as
a result of an increase of £11.3m in profit
attributable to equity holders and a decrease
in the weighted average number of shares
in issue in FY25 to 435.1m due largely
to the full year impact of the FY24 share
buyback programme.
Adjusted Operating Profit
£125.7m
FY24: £97.5m
Adjusted Operating Margin
6.5%
FY24: 5.4%
Adjusted Earnings per Share (‘EPS’)
18.6p
FY24: 12.7p
Strategic relevance
The Group uses ROIC as a key measure
to determine what return is generated
from the Group’s capital employed, as well
as providing a baseline for the financial
assessment of potential new investments.
FY25 performance
The Group’s ROIC in FY25 was 15.0% which
was 350bps ahead of the FY24 measure of
11.5%. ROIC was positively impacted by the
increase in Adjusted Operating Profit and
decrease in the Group’s Net Debt. Average
invested capital decreased year-on-year
from £660.3m to £637.5m.
Strategic relevance
The Group has a target leverage of 1.0-1.5x
Net Debt to Adjusted EBITDA as measured
under financing agreements. The Group
monitors leverage as it provides insights into
risk, financing strategy and growth potential.
FY25 performance
The Group’s focus on cash management
during FY25 and improvement in underlying
performance has resulted in a reduction in
leverage to 0.4x which is below the Group’s
medium-term target of between 1.0-1.5x.
The Group’s Net Debt (excluding lease
liabilities) decreased from £148.1m in FY24
to £70.1m in FY25 and the Group’s Adjusted
EBITDA increased from £153.7m to £181.2m.
Return On Invested Capital (‘ROIC’)
15.0%
FY24: 11.5%
Leverage
0.4x
FY24: 1.0x
Strategic relevance
The Group uses Free Cash Flow
Conversion to measure how efficiently
profits from the overall underlying
performance of the Group are
transformed to cash available for
distribution and allocation.
FY25 performance
The Free Cash Flow Conversion metric
increased from 45.6% in FY24 to 66.5%
in FY25 consistent with Free Cash Flow.
This was due to increased operating cash
inflows in the financial year.
Free Cash Flow Conversion
66.5%
FY24: 45.6%
Returns
20
Greencore Annual Report and Financial Statements 2025
Our non-financial KPIs are designed to measure progress against the key drivers of our
purpose – People at the Core, Great Food, Delivery Excellence and Sustainable Choices
which lead to Lasting Partnerships.
Non-financial
People at the Core
Employee engagement
% Sustainable engagement in survey
84%
FY24: 81%
Strategic relevance
Our sustainable engagement score provides insight into how
committed our people are to our goals, how motivated they are to
contribute to our success and how likely they are to recommend
Greencore as an employer.
FY25 performance
The full People at the Core survey is completed by our colleagues
every 18 months. In the interim period, we issued a Pulse
Engagement survey. During FY25, a Pulse Engagement survey
was issued to certain sites and across all central functions asking
colleagues to share their thoughts on how we’ve progressed
on engagement action plans. We are pleased to report that the
sustainable engagement score has increased from 81% to 84%.
Employee attrition
% attrition
19%
FY24: 24%
Strategic relevance
Our colleagues in Greencore are a key driver for the continued
success of the business. Monitoring the rate of attrition is
important to the success of the Group as we want to ensure that
colleagues want to stay and grow their careers in Greencore.
FY25 performance
We are pleased that the rate of attrition has decreased
from 24% in FY24 to 19% in FY25. Some of the key drivers
in reducing attrition have been the implementation of best
practice recruitment and induction processes in all sites,
a review of our site level communication processes and
analysis on leaver profiles to identify trends.
Food safety
% BRCGS audits at AA/AA or AA/AA+ grades
100%
FY24: 100% BRCGS audits at AA/AA grades
Strategic relevance
Producing safe, authentic and excellent quality food is central
to everything we do. The Group utilises the Brand Reputation
Compliance Global Standards (the ‘BRCGS’) to measure food
safety levels, a standard that is recognised by the Global Food
Safety Initiative. Testing is carried out through audits on food
safety, quality and operational criteria at each of our sites.
FY25 performance
The Group is pleased that for FY25 all sites and depots achieved
the top BRCGS food safety audit grade of AA/AA+. The Group’s
performance of AA/AA+ is improved on FY24’s performance of
AA/AA and demonstrates the Group’s continued commitment to
ensuring that our food is produced to high quality standards and
this is a testament to the hard work of the Group’s Operations
and Technical teams.
Great Food
Key Performance Indicators continued
21
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Link to remuneration
The remuneration of Executive Directors is aligned closely with financial and non-financial KPIs through the Company’s Performance Share Plan
(‘PSP’) and Annual Bonus Plan (‘ABP’). PSP awards granted in FY25 were based on a scorecard of four measures comprising ROIC, Adjusted EPS,
Total Shareholder Return (‘TSR’) and Scope 1 and 2 carbon emission reduction. The financial element of the ABP was linked to Adjusted Operating
Profit (weighted 50%) and Free Cash Flow (weighted 25%), with the remaining 25% linked to strategic objectives selected each year to reflect our
non-financial KPIs and other short-term business priorities.
See Report on Directors’ Remuneration on page 98
Service
% products delivered on time and in full
99.0%
FY24: 99.2%
Strategic relevance
Building customer relationships underpins the Group’s strategic
priority to deepen customer relevance. An important component
of measuring this is our service level. We track our service level
by measuring the products we deliver to customers, on time and
in full.
FY25 performance
Delivering on-time and in-full for our customers is of paramount
importance to the Group are we are pleased that our operational
service levels remained consistently high at 99% in FY25.
Health and safety
Reportable Accident Frequency Rate (‘RAFR’)
per 100,000 hours
0.21
FY24: 0.18
Strategic relevance
We are committed to enhancing the health, safety and wellbeing
of our colleagues. We recognise this is critical to the success
of our business, and we work hard to understand risks to our
colleagues in order to build strategic, targeted and evidence-
based interventions.
FY25 performance
The Group’s RAFR increased slightly in FY25 versus FY24. This
increase was primarily due to a modest rise in lower severity
incidents. In response we have established dedicated working
groups to strengthen controls, enhance safeguards and share
best practice across sites.
Food waste
Food waste as a % of total food handled
6.92%
FY24: 7.16%
Strategic relevance
Managing food waste is a priority across our operations which we
address in multiple ways including prevention, redistribution, and
diversion to animal feed. Our actions on food waste drive progress
towards our commitment to halve our food waste (from an FY17
baseline) by 2030, in line with the UN Sustainable Development
Goal 12.3.
FY25 performance
This year we reduced food waste by another 6.92%, bringing us
to 27% of the way towards halving food waste as a percentage of
food handled by 2030.
Energy efficiency
Primary energy intensity ratio
(kWhp/tonne of production)
1,252
FY24: 1,324
Strategic relevance
Improving energy efficiency is an important part of reducing our
emissions and overall operational efficiency. Our science-based
targets define the pace and scale of change required to reduce our
emissions, and we continue to track our energy use per tonne of
production as a measure of energy efficiency.
FY25 performance
Performance improved, supported by a continued focus on
energy efficiency and tighter management of energy consumption,
enabled by expanded sub-metering coverage across sites. This was
complemented by investments in new technology, where we are
beginning to see reductions.
Delivery Excellence
Sustainable Choices
22
Greencore Annual Report and Financial Statements 2025
Operating review
1,2
Trading performance
Group Revenue increased by 7.7% to
£1,947.0m in FY25. The increase was driven
by net new business wins impact of 2.9%,
underlying volume and mix growth impact of
2.8% and inflation and pricing impacts of 2.0%.
Revenue in the Group’s Food to Go
categories (comprising sandwiches, salads,
sushi and chilled snacking) totalled £1,337.8m
and accounted for approximately 69%
of Group revenue. Revenue increased by
£93.2m following successful new business
wins, new product innovation and favourable
summer weather, as well as inflation and
pricing impacts. In particular, sandwiches and
sushi performed strongly across the period.
Revenue in the Group’s Other Convenience
categories (comprising chilled ready meals,
chilled soups and sauces, chilled quiche,
ambient sauces, pickles and frozen Yorkshire
Pudding categories) increased by £46.7m to
£609.2m in FY25. This increase was driven
by new business wins, particularly the large
ready meals contract won in FY24, and
inflation and pricing impacts.
The Group saw an increase in inflationary
pressures, particularly in labour due to
government-driven National Insurance and
National Living Wage increases, and protein
costs. We worked to offset these factors
through internal cost management and
positive engagement with our customers
on price recovery.
Adjusted Operating Profit increased by 28.9%
to £125.7m, resulting in margin increasing
110bps to 6.5%. The increase in Adjusted
Operating Profit was driven by volume
and mix, pricing and inflation recovery,
Operational Excellence and overheads
cost effectiveness, which effectively offset
the inflationary pressures. Pleasingly, this
performance represents strong progress
towards the Group’s medium-term financial
target of >7% Adjusted Operating Margin.
Group Cash Flow
The Group continued to carefully manage
cash flows and leverage in FY25 with
significant improvements in Group Cash Flow
performance reflecting the focus of the Group
on cash conversion during the year.
Free Cash Flow for FY25 was an inflow of
£120.5m and represented a 71.9% increase
on the prior year benefitting from a working
capital inflow of £27.6m (£8.0m outflow
in FY24) and the higher profitability of the
Group in FY25. Free Cash Flow Conversion
was 66.5%, an increase on the 45.6%
reported in FY24.
The Group’s Net Debt excluding lease
liabilities was £70.1m which represents
a £78.0m reduction compared to FY24.
The Group’s Net Debt: Adjusted EBITDA
leverage covenant as measured under
financing agreements was 0.4x, compared
to 1.0x at 27 September 2024 which is
below the Group’s medium-term target
of 1.0-1.5x – and provides flexibility given
the recommended acquisition of Bakkavor
Group plc (‘Bakkavor’).
Return On Invested Capital (‘ROIC’) increased
to 15.0% for FY25, compared to 11.5% for the
prior year. The year-on-year increase was
driven primarily by increased profitability
in the 12-month period. Average invested
capital decreased year-on-year from
£660.3m to £637.5m.
Strategic developments
In February, the Group shared a refreshed
strategic framework at its Capital Markets
Day. This framework was underpinned by
two pillars:
• Strengthening our core through our
Commercial and Operational Excellence
programmes, portfolio returns
management and a disciplined cost
management programme; and
• Growing and expanding through new
opportunities (including via M&A).
During FY25, the Group delivered strong
progress against these strategic priorities.
We were pleased to be able to do this while
achieving an average operational service
level of 99% in our manufacturing sites and
maintaining the highest quality standards,
with every one of our sites being awarded
the top Brand Reputation Compliance Global
Standards (‘BRCGS’) audit grade of AA/AA+.
Volume growth/
Commercial Excellence
We delivered manufactured volume growth
of 2.5% and underlying volume growth
(excluding new business wins) of 1.1%, ahead
of the wider grocery market growth of
0.7%
2
. Volume performance was particularly
strong in sandwiches and other food to go
categories. This volume performance was
partially enabled by favourable summer
weather and several key trends – including
opening of new convenience stores,
continued premiumisation and an ongoing
shift towards eating in versus eating out.
Innovation continued to be a key driver of
growth and we launched 534 new products
for our customers. These included a new
pasta sauce range, an elevated mac and
cheese range, an innovative takeaway range
of ready meals and a selection of limited
edition sandwiches and wraps – which
included a Japanese-inspired strawberry and
crème sandwich. Our customers continue to
value Greencore’s innovation capabilities and
we won several culinary awards during the
year – including at the Quality Food Awards
in November 2024.
From a customer perspective, the Group
successfully delivered new business during
the period, including the annualisation of
the large ready meals contract that was
onboarded at the Kiveton site in late Q4
FY24. New business was won in H1 25
across food to go and in ambient grocery,
which was successfully on-boarded into
the network across Q3 and Q4 FY25 and
will annualise into FY26.
Trading performance
FY25
£m
FY24
£m
Change
(As reported)
Group Revenue 1,947.0 1,807.1 +7.7%
Group Operating Profit 101.1 84.3 +19.9%
Adjusted Operating Profit 125.7 97.5 +28.9%
Adjusted Operating Margin 6.5% 5.4% +110bps
Group Profit Before Tax 79.5 61.5 +29.3%
1 The Group uses Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of its operations and of the Group as a whole. These APMs along with
their definitions and reconciliations to IFRS measures are provided in the APMs section on page 196.
2 Kantar grocery market performance for the 52-week period to 5 October 2025.
Operating and financial review
23
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Operational Excellence
The Group continued to deliver on its
Operational Excellence programme and
reduce waste and drive labour efficiency
across the network. In FY25, we achieved a
4% improvement in units per labour hour, a
measure of productivity. We also made good
strides in investing in automation, investing
£4m of capital expenditure in automation
during FY25 and also standing up our
automation Centre of Excellence. Separately,
we also started to stand up our logistics
Centre of Excellence, to help standardise and
streamline how we approach logistics across
the Group.
People at the Core
During FY25, the Group made progress
in improving its value proposition for
colleagues. The annual attrition rate
decreased from 24% in FY24 to 19% in FY25
– through improvements in recruitment and
induction processes, a review of our-site
communications processes and analyses on
leavers to identify trends. At the same time, the
Group also made progress in strengthening
its health, safety and wellbeing framework
and Inclusion and Diversity Strategy.
Investing for the future
The Group increased its capital expenditure
to £43.4m in FY25, up 34.0% on FY24. This
included strategic capital expenditure of
£13.8m (FY24: £6.2m).
At the same time, the Group progressed
its ‘Making Business Easier’ transformation
programme, which will improve processes,
technology and data. This programme is
now well established, with several quick wins
achieved in FY25, as well as progress on large
multi-year initiatives such as standardisation
of manufacturing systems, supply chain
planning and Enterprise Resource Planning
(‘ERP’) consolidation. The quick wins
achieved in FY25 included a rollout of an
automated invoice processing solution,
a capital expenditure approval tool and an
artificial-intelligence based negotiation tool.
The Group recognised a charge of £12.0m
in exceptional items in respect of the work
carried out in the financial year.
Better Future Plan
The Group continues to progress its Better
Future Plan across three areas: Sourcing with
Integrity, Making with Care and Feeding with
Pride. During FY25, we achieved our in-year
targets for Scope 1 and 2 carbon emissions
and food waste reduction. Initiatives that
supported this delivery included the roll-out
of 10 vehicles powered by Hydrotreated
Vegetable Oil (‘HVO’) and the installation of
solar panels at our largest sandwich site.
Recommended acquisition
of Bakkavor Group plc
In May 2025, the Group announced the
recommended acquisition of Bakkavor.
This combination will bring together two
complementary businesses, enabling
the Group to strengthen its customer
partnerships, enhance its innovation and
technical capabilities and build a stronger,
more resilient business. The transaction
received approval from Greencore and
Bakkavor shareholders in July 2025.
In October 2025, the Competition and
Markets Authority (‘CMA’) concluded its
Phase 1 review into the transaction and
identified no competition concerns related
to 99% of the revenues of the combined
group. They identified competition concerns
in the supply of own-label chilled sauces.
On 14 November 2025, Greencore signed
a binding agreement to sell its Bristol chilled
soups and sauces manufacturing site to a
third party to address the concerns raised by
the CMA. The disposal is subject to formal
CMA approval and represents a further step
towards completion of the acquisition of
Bakkavor Group plc. The Group continues to
expect the acquisition to close in early 2026,
subject to regulatory approval.
Group Cash Flow
FY25
£m
FY24
£m
Change (as
reported)
Free Cash Flow 120.5 70.1 +£50.4m
Free Cash Flow Conversion 66.5% 45.6% +2090bps
Net Debt (excluding lease liabilities) 70.1 148.1 -£78.0m
Net Debt: EBITDA as per financing agreements 0.4x 1.0x
ROIC 15.0% 11.5% +350bps
24
Greencore Annual Report and Financial Statements 2025
Financial review
1
Revenue and Operating Profit
Group Revenue in the period was £1,947.0m,
an increase of 7.7% compared to FY24, due
to an increase in volume year-on-year linked
to a combination of new business wins and
the recovery of inflation and pricing.
Group Operating Profit increased from
£84.3m in FY24 to £101.1m in FY25 as a result
of continued strong focus on improving
returns across our portfolio, ongoing
effectiveness of the Group’s Commercial
and Operational Excellence programmes
and disciplined cost management during
the financial year. Adjusted Operating Profit
was £125.7m compared to £97.5m in FY24.
Adjusted Operating Margin was 6.5%, 110bps
higher than FY24 which is moving closer
to the 7% medium-term ambition outlined
at our Capital Markets Day.
Net finance costs
The Group’s net interest cost was £21.6m
in FY25, a decrease of £1.2m versus FY24.
The decrease was driven by lower levels
of debt during FY25. The Group recognised
a £1.3m interest charge relating to the
interest payable on lease liabilities in the
financial year (FY24: £1.4m).
The Group’s non-cash finance charge
in FY25 was a net £1.4m (FY24: £0.9m).
The change in the fair value of derivatives
and related debt adjustments including
foreign exchange in the financial year was
a charge of £0.5m (FY24: £0.2m credit) and
the non-cash pension financing charge
of £0.7m was £0.3m lower than the FY24
charge of £1.0m.
Profit before taxation
The Group’s profit before taxation increased
from £61.5m in FY24 to £79.5m in FY25,
driven by higher Group Operating Profit
offset by higher exceptional items. Adjusted
Profit Before Tax in the financial year was
£106.3m compared to £75.5m in FY24,
the increase primarily driven by the strong
operating performance of the Group.
Taxation
The Group’s reported effective tax rate
in FY25 was 28% (FY24: 25%), while the
adjusted effective tax rate was 24%
(FY24: 22%). The adjusted effective tax rate
adjusts profit before tax for exceptional items
and derivative financial instruments.
The increase in the reported effective tax rate
reflects higher expenses which are non-
deductible including the expenses incurred
in connection with the recommended
acquisition of Bakkavor.
Exceptional items
The Group had a pre-tax exceptional charge
of £23.1m in FY25 (FY24: £10.2m), and an
after-tax charge of £20.6m (FY24: £9.4m),
comprised as follows:
Exceptional Items £m
Transformation costs (12.0)
Transaction-related costs (10.9)
Pension restructuring related costs (0.2)
Exceptional items (before tax) (23.1)
Tax on exceptional items 2.5
Exceptional items (after tax) (20.6)
In FY25, the Group continued progressing
the multi-year transformation programme,
‘Making Business Easier’, which is focused
on transforming the Group’s technology
infrastructure and end-to-end processes
to drive efficiencies in the way the Group
operates. The programme is expected to
last over a period of up to five years, with
a total estimated cash cost of up to £80m.
The Group recognised a charge of £12.0m
in exceptional items in respect of the work
carried out in the financial year. The Group
also incurred transaction related costs of
£10.9m in FY25 relating to the Group’s
recommended acquisition of Bakkavor.
A cost of £0.2m was recognised in relation
to an ongoing pension restructure.
Earnings per share
The Group’s basic earnings per share for FY25
was 13.2 pence compared to 10.1 pence in
FY24. This was driven by an £11.3m increase
in profit attributable to equity holders and a
decrease in the weighted average number
of shares in issue in FY25 to 435.1m (FY24:
459.8m) due largely to the full year impact of
the FY24 share buyback programme.
Adjusted Earnings were £81.1m in the
financial year, £22.7m ahead of FY24 largely
due to an increase in Adjusted Operating
Profit offset by an increase in tax costs.
Adjusted Earnings Per Share of 18.6 pence
compared to adjusted earnings per share of
12.7 pence in FY24.
Cash Flow and Net Debt
Group operating profit before exceptional
items was £123.2m, £28.7m higher than
the FY24 amount of £94.5m. The Group
recognised a net working capital inflow
of £27.6m (FY24: working capital outflow
of £8.0m). Maintenance Capital Expenditure
of £29.6m was recorded in the financial
year (FY24: £26.2m). The cash outflow in
respect of exceptional charges was £17.4m
(FY24: £5.3m).
Interest paid in the financial year was £18.2m
(FY24: £20.9m), including interest of £1.3m
on lease liabilities (FY24: £1.4m), a decrease
on FY24 reflecting lower borrowings
throughout FY25. The Group recognised
tax paid of £7.5m (FY24: £5.4m) in the
financial year driven by an increase in the tax
charge for the year in line with the Group’s
profit. Cash repayments on lease liabilities
remained in line with the prior year at £15.5m
(FY24: £15.7m). The Group’s cash funding for
defined benefit pension schemes was £11.3m
(FY24: £11.5m).
In FY25, the Group recorded Strategic Capital
Expenditure of £13.8m (FY24: £6.2m).
The Group made an equity dividend cash
payment in FY25 of £8.9m (FY24: £Nil).
Net share purchases of £18.5m were made
in FY25 reflecting the continuation of the
Group’s share buyback programme costing
£10.0m in FY25 and the purchase of shares
by the Employee Benefit Trust for the Group’s
employee share ownership scheme of
£9.8m, offset by the proceeds from the issue
of shares of £1.3m. This compared to net
share purchases of £59.7m in FY24.
The Group’s Net Debt excluding lease
liabilities at 26 September 2025 was £70.1m,
a decrease of £78m compared to the end of
FY24 amount of £148.1m.
1 The Group uses Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of its operations and of the Group as a whole. These APMs along with
their definitions and reconciliations to IFRS measures are provided in the APMs section on page 196.
Operational and financial review continued
25
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Greencore Annual Report and Financial Statements 2025
Financing
As at 26 September 2025, the Group had
total committed debt facilities of £415m with
a weighted average maturity of 3.6 years.
These facilities comprised:
• a £350.0m revolving credit bank facility
(RCF) with a maturity date of November
2029;
• a £50.0m bilateral bank facility with a
maturity date of January 2026; and
• £4.5m and $14.0m of outstanding Private
Placement Notes which are maturing in
June 2026.
At 26 September 2025, the Group had cash
and undrawn committed bank facilities of
£341.1m (FY24: £279.4m).
During FY25, the Group extended the
maturity of its £350.0m RCF by one year
to November 2029. Subsequent to the end
of the year the Group exercised its option
to extend the facility by a further one year
to November 2030.
In addition, the Group has secured £825.0m
in banking facilities in connection with the
recommended acquisition of Bakkavor,
with various maturities extending out to
November 2030.
Pensions
All of the Group’s legacy defined benefit
pension schemes are closed to future
accrual. The net pension deficit relating to
legacy defined pension schemes, before
related deferred tax, at 26 September 2025
was £5.0m, £9.8m lower than the position
at 27 September 2024. The net pension
deficit after related deferred tax was £2.7m
(FY24: £9.4m), comprising a net deficit on
UK schemes of £11.0m (FY24: £22.0m) and
a net surplus on Irish schemes of £8.3m
(FY24: £12.6m).
The decrease in the Group’s net pension
deficit was driven principally by contributions
paid by the Group offset by net actuarial
losses, particularly on the Irish scheme.
Separate to this IAS 19 Employee Benefits
valuation, the valuations and funding
obligations of the Group’s legacy defined
benefit pension schemes are assessed on
a triennial basis with the relevant trustees.
Full actuarial valuations were carried out
on the Irish and UK schemes at 31 March
2022 and 31 March 2023 respectively. The
UK defined benefit scheme achieved a fully
funded position on a triennial valuation basis
by the end of September 2025. Therefore,
in line with the agreement with the UK
scheme’s trustees, £9.8m of annual pension
contributions from the Group will cease
now that the fully funded position has
been achieved.
Return of value to shareholders
In FY25, we were pleased to pay a dividend
to our shareholders of 2.0 pence per share
and a share buyback of £10.0m. Due to
the continued strong performance of the
Group during the current year, we are now
pleased to announce a proposed dividend
of 2.6pence per share, which will be paid
subject to shareholder approval at our
Annual General Meeting.
Catherine Gubbins
Chief Financial Officer
17 November 2025
“FY25 was another successful year for
the Group with strong performance
across all key financial performance
indicators, underpinned by the
ongoing effectiveness of the Group’s
Commercial and Operational
Excellence programmes and
disciplined cost management.”
Catherine Gubbins
Chief Financial Officer, 17 November 2025
26
Greencore Annual Report and Financial Statements 2025
Governance
and assurance
Risk
process
Risk
strategy
Like all businesses, the Group faces a broad range of risks that could impact our
ability to successfully achieve our vision and strategy. We recognise that effective
risk management is critical to our success and have a Group Enterprise Risk
Management (‘ERM’) framework in place to support informed decision-making
and to ensure that such risks are understood, evaluated, prioritised and mitigated
in line with our risk appetite.
Managing our risks
Risk management strategy
The Group’s risk management strategy establishes our
commitments to:
• an ERM framework that enables us to be risk aware,
understand the risks we face, and make informed decisions;
• identifying, assessing and tracking risks that threaten the
achievement of the Group’s strategy and objectives, and
responding to them appropriately;
• appropriately embedding risk management in all areas
of our work;
• recognising that not all risk must be eliminated and
that some risk taking to support our ambitions may
be required;
• establishing a risk-aware culture to support informed
decision-making and ownership of risk throughout
the business;
• articulating a Statement of Risk Appetite to provide
direction and set boundaries on the amount or type of
risk that can be accepted throughout the business;
• producing insightful and value-add risk reporting;
• continually monitoring progress and evaluating the
effectiveness of our approach to risk management; and
• ensuring that all colleagues understand their
responsibilities in relation to ERM.
Risk management process
Our ERM framework is supported by a risk process and
methodology that incorporates a standardised toolkit across
a multi-stage cycle of activities:
2.
Risk identification
Using various tools and techniques to consider and
identify the risk events that could impede the successful
achievement of business objectives. Risks are assigned
owners and categorised according to their nature.
1.
Understanding the context
To inform our risk management cycle, a detailed
evaluation and understanding of the internal and
external risk context is undertaken to ensure the
relevance of our risk management activities.
3.
Risk assessment
Evaluating risk impacts and likelihoods in accordance
with standard criteria, to support prioritisation and
decision-making, and documenting the existing control
environment to assess effectiveness and identify gaps.
4.
Risk response
Planning and pursuing activities to reduce both the
likelihood of the risk materialising and its potential
impacts where the exposure is greater than the target
risk levels defined by our risk appetite.
5.
Monitoring, reporting and escalation
Regular risk monitoring to track progress, evaluate
control effectiveness, and consider changes in the
risks or risk landscape, suitable reporting to provide
assurance across the Group, and the escalation of
significant risks according to defined criteria.
6.
Communication and consultation
Ongoing communication and consultation to ensure
that risk management incorporates the views and
insights of a broad range of stakeholders.
Managing our risks
27
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
The Group continues to apply both top-down and bottom-up
approaches within its risk management framework to ensure
that the risk priorities of senior management are clearly defined,
monitored, managed and understood across the Group. This
approach also ensures comprehensive risk coverage and supports
risk-informed decision-making throughout the business.
Principal Risks – those considered most likely to significantly
impact the Group’s overarching objectives are identified by
the Group Executive Team. An Emerging Risks watchlist is also
maintained, monitoring those risks with a higher degree of
uncertainty with unclear but potentially far-reaching impacts.
Functional Risks – those relevant to functional responsibilities
and objectives – are identified and tracked across a range of risk
registers embedded within core business functions.
Principal, functional, and emerging risks are reported to and
reviewed by the Risk Oversight Committee (the ‘ROC’), which is
made up of the full Group Executive Team, the Director of Internal
Audit, Risk, Controls and Compliance and senior risk leads, and
meets quarterly. The remit of the ROC is to provide management
oversight of the suitability and effectiveness of the Group’s risk
management systems, including the risk management policy,
protocols and governance, sponsor and monitor the Group’s
principal risks, and direct risk management activities.
Overall accountability for reviewing and monitoring the
effectiveness of the Group’s risk management systems remains
with the Board, who also establishes the Group’s strategy and
risk appetite. The Board in part discharges these duties through
delegation to the Audit and Risk Committee (the ‘ARC’). The
ARC is responsible for overseeing and advising the Board on the
organisation’s risk exposures, risk management strategy, and
effectiveness of risk management systems.
The ERM framework is overseen by the Group Risk and Resilience
function, who provide the Group with risk management
methodology, training, support, advice and assurance over all
aspects of its risk management systems.
Governance and oversight
Principal risks
Group Risk and Resilience
Functional risks
Governance and oversightEmerging risks
Risk
Oversight
Committee
Audit and
Risk
Committee
Group
Board
28
Greencore Annual Report and Financial Statements 2025
More averse to risk More open to risk
Emerging risks
The Group uses a diverse range of sources to gather insights
on the risk landscape and perform horizon scanning to
identify relevant emerging risks and their potential impacts.
The emerging risks watchlist is reviewed periodically, at
minimum on an annual basis.
Current emerging risk areas include:
• Global geopolitics: Continued geopolitical tension
and volatility could result in significant disruption to our
supply chain and have major macroeconomic effects.
• Disruptive technology and misinformation: Advances
in technology, particularly with regards to artificial
intelligence capabilities, could represent significant
opportunities, but also material risk if we fail to embrace
the possibilities that it provides or fall behind competitors.
In addition, the spread of misinformation supported by
the use of generative AI platforms is increasing, which
could have reputational consequences.
• Impacts of climate change: The effects of climate
change include physical risks impacting our
manufacturing operations and our supply chain,
transitional risks with implications for consumer and
customer behaviours, and a need to adhere to an
evolving legal and regulatory landscape.
• Consumer preferences: Long-term structural changes
in consumer preferences driven by health-concerns,
climate-change, and broader societal, economic or
technological changes may result in significant changes
to demand for convenience food or decrease the
relevance of our current product portfolio.
• Evolving regulatory landscape: The regulatory and
legislative landscape remains dynamic and complex,
with changes that could have a significant impact on
our operating context.
These risk areas are kept under review throughout the year,
to evaluate whether such topics warrant escalation
as standalone principal risks and whether mitigation efforts
are sufficient.
Our risk appetite
The Group has a Statement of Risk Appetite designed to
support informed decision-making, improve consistency
across governance and assist in prioritisation.
At Greencore, our risk appetite is shaped by our commitments
to building profitability and growth for our stakeholders, our
passion for great food, pursuing operational and commercial
excellence, placing our people at our core, and having
a sustainable future underpinning all that we do.
We understand that taking calculated risks is essential for
growth and innovation, but that to do so, we must make
risk-informed decisions. Our preference is for reduced risk
and uncertainty, but we acknowledge that some risk may
be necessary and beneficial. We always strive to ensure
that risks are managed prudently but are willing to accept
risk where it can be carefully managed, measured and
monitored. Therefore, we may do things giving rise to risk
if the potential rewards outweigh the potential downsides.
There are some areas where the Group is willing to
take more risk than others and has defined risk appetite
statements accordingly.
The Group’s risk appetite is dynamic and will be updated
as necessary to reflect any significant changes in the context
in which it operates.
Managing our risks continued
Strategic
People and workplace
Operational delivery
Financial
Commercial,
customer and market
Leadership and talent
Operational integrity
Legal and compliance
29
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
1
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Position of risk indicates relative exposure severity,
with those closer to the centre being most severe.
Principal risks and uncertainties
The Group’s principal risks and uncertainties are influenced by our strategic
ambitions, the environment in which we operate, and our internal and
external operating context.
In FY25 we undertook a holistic review of our principal risks in the
context of our reframed strategic ambitions and ongoing business
priorities, resulting in several additions and revisions, whilst our
assessment of a number of risks has changed as a result of a changing
risk context.
The recommended acquisition of Bakkavor Group plc (‘Bakkavor’) may
result in a new risk associated with successfully integrating the two
businesses. In addition, as we step up our growth and transformation
ambitions more widely, we recognise the risks associated with
ensuring we have the right mindset, culture, talent and resource
planning to achieve these goals.
The Group is also aware of the evolving cyber-threat landscape and
acknowledges increased risk in this area, whilst an improving control
environment and increasing operational maturity has resulted in
a downwards trend in health and safety related risk.
The Group continues to monitor our risk environment closely and
is confident that our risk management systems and robust, agile
commercial and operational arrangements enable an effective
response to a changing risk context.
1
Competitive landscape
10
Legal and compliance
2
Growth in core categories
11
IT systems
3
Recommended acquisition of Bakkavor – integration
12
Sustainability
4
Growth and transformation readiness
13
Environmental impact
5
Supply chain disruption
14
Health and safety
6
Key customer relationships
15
Recruitment, retention and performance
7
Product contamination
16
Labour
8
Making Business Easier (‘MBE’) delivery
17
Operational Excellence
9
Cyber security
18
Resilience
30
Greencore Annual Report and Financial Statements 2025
Managing our risks continued
1
Competitive landscape
The Group operates in highly competitive
markets. Failure to identify and respond to
significant product innovations, technical
advances and/or the intensification of
competition in our markets and those of
our customers, could adversely affect the
Group’s results.
Progress in FY25
• Ongoing monitoring of sector trends
and competitor analysis and insights has
continued to support decision-making and
commercial propositions.
• Comprehensive market share analysis now
being conducted and reviewed weekly to
identify and act on any adverse trends.
• New category-level insights examines
competitor activity and product launches
in each segment, enhancing our
monitoring of competitive landscape.
Mitigations and controls
• Extensive nationwide production
and distribution network provides the
Group with a market-leading capacity
and capability.
• Collaborative customer relationships
and investment in innovation and new
product development, enables us to work
together with our customers to align our
product portfolio with evolving customer
and consumer needs.
• Agile production capabilities and
a broad product range enables the
Group to respond effectively and
quickly to changing customer needs.
• Comprehensive controls to ensure
consistent high-quality product.
• Ongoing competitor monitoring
and market insight gathering inform
decision-making.
• Regular analysis of syndicated market
data enables benchmarking of
performance across categories.
• Evaluation and benchmarking analysis
of competitor products.
2
Growth in core categories
The Group’s core product categories are in
mature and stable markets which may limit
volume and revenue growth opportunities.
Progress in FY25
• Volume growth in core categories,
ahead of market growth.
• Significant trajectory of new business
wins and category momentum late in
the financial year, generating momentum
for annualised impact.
• Established a strong pipeline of new
business opportunities to support
further growth.
• Able to mitigate impacts of volume
volatility resulting from a number of retail
customer cyber events.
• Cross-functional Insight and Strategy
meetings are now in place enabling
improved planning and commercial
decision-making.
Mitigations and controls
• Dedicated commercial strategy and
portfolio function ensures continuous
evaluation and alignment of the Group’s
portfolio strategy.
• Strong and collaborative customer
partnerships, with established joint
business plans and regular innovation
and product strategy discussions.
• Active innovation governance ensures
portfolio relevance and responsiveness
to market needs.
• Structured engagement and account
management to support strong existing
relationships with customers.
• Robust data and analytics capabilities
identify growth opportunities and support
structured business development
and negotiation.
• Integrated planning process enabling
holistic and longer-term planning,
allowing for better operations agility and
flexibility to meet emerging consumer
trends, and make informed category
and portfolio decisions.
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3
Recommended acquisition of Bakkavor – Integration
The recommended acquisition of Bakkavor
will require a complex integration of two
large businesses. Ineffective planning could
lead to an ineffective and unsuccessful
integration, impeding the delivery of
anticipated benefits.
Progress in FY25
• Integration Management Office
established and mobilised, supported by
external consultants, to plan and oversee
integration activity.
• Identification and mobilisation of key
personnel in both businesses to support
integration effort, initially in the planning
and development phases. This will broaden
out as we move into deployment and day 1
readiness implementation.
• Integration platforms established for
cross-cutting topics with experts (from
within and outside the businesses) leading
detailed planning and execution.
• Functional integration workstreams
established with experts leading detailed
planning and execution.
• Identification of synergy value potential
to meet targets, broken down to
functional level.
• Delivery roadmaps being built to deliver
synergies in the required timescales.
Mitigations and controls
• Dedicated integration programme with
clear leadership and accountability,
supported by cross-functional and cross-
business steering committee, coupled
with Group Executive Team oversight
and external consultant guidance.
• Integration Working Group established
which includes senior management from
both organisations, to provide strategic
oversight and alignment.
• Phased integration planning framework
developed and agreed, alongside formal
definition of focused strategic integration
platforms and workstreams.
• Robust modelling of synergy baselines,
targets and value drivers.
• Creation of integrated roadmap to deliver
value across the enlarged organisation.
4
Growth and transformation readiness
The Group has an ambitious growth,
transformation and expansion agenda.
Inadequate talent and resource planning
or ineffective cultural mindset may impede
the achievement of these goals and reduce
long-term Group performance.
Progress in FY25
• Cultural audit initiated to support
acquisition integration, providing insight
into cultural strengths and areas for
development.
• Strategic Workforce Planning established
and progressing, enabling improved
mapping of long-term resourcing needs.
• Data Academy launched to target
development of skillsets needed for
future business.
• Investment in targeted resourcing
and capabilities to support strategic
change initiatives.
• Talent calibration process extended to a
wider population, with clearer identification
of critical roles and individuals.
• HR platform launched, strengthening
people data, insights and reporting
capabilities.
Mitigations and controls
• Strategic Workforce Planning process
established to define and track capability,
talent and capacity needs now and in
the future.
• Robust employment brand and
organisational culture framework.
• Employee engagement and feedback
processes through People at the Core
and Pulse surveys.
• Group Executive Team sponsorship
of transformation initiatives and
growth strategies.
• HR strategy in place to provide long-term
roadmap for all things people related.
• Comprehensive talent calibration process
to evaluate and identify capability.
• Gender and ethnicity targets in variable
compensation.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
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Managing our risks continued
5
Supply chain disruption
The Group has established a broad supply
chain and maintains strong supplier
relationships. Nonetheless, external factors
ranging from crop failures, extreme weather,
natural disasters, and geopolitical conflict
may disrupt supply of some raw materials,
resulting in the potential for significant
shortages or increased costs, affecting the
ability to satisfy customer demand and
adversely impacting the Group’s financial
performance.
Progress in FY25
• Launched formal, cross-functional annual
‘Supply Chain Resilience’ review with
the Group Executive Team, to examine
multiple risk factors to our supply chain
resilience each year and any tactical or
strategic sourcing actions that could
improve resilience.
• Developed a multi-layered controlled
environment agriculture strategy for
all the Group’s leaf procurement to
improve availability resilience and reduce
contamination risk.
• Implemented changes to sourcing
strategies in a range of other products to
enhance supply reliability, whilst enhancing
monitoring and expanding supply
contingencies in other high-risk categories.
• Commenced tracking of disruption events
to inform future planning.
Mitigations and controls
• Formal processes in place to proactively
identify and respond to emerging supply risks.
• Ongoing assessment of geopolitical
events and agricultural conditions to
forecast potential supply constraints.
• Strong, cooperative relationships with
suppliers supported by continuous
dialogue on production and performance.
• Diverse supplier base across key
ingredients, with contingency
arrangements for high-risk areas.
• Formal supplier risk review process.
• Strategic sourcing plans for significant
proportion of raw materials spend,
evaluating risk across multiple dimensions.
• Flexible and responsive supply chain
capable of adapting to market changes.
• Formal technical concession process to
enable supply switch if required.
• Customer contracts include some
provisions for cost pass-through in the
event of supply-driven price increases.
6
Key customer relationships
Although the Group maintains a diverse
customer portfolio, any failure in price
competitiveness, customer service levels, or
product quality, could result in deterioration
in key relationships, the possible loss of key
customers and significant volumes, which
could adversely affect the Group’s financial
performance.
Progress in FY25
• Ongoing senior level engagement and
strong customer feedback on product
launches and service levels.
• Positive and proactive support on
customer cyber events.
• Some increased risk as the Group
and customers align on partnership
management following the Group’s
recommended acquisition of Bakkavor
is being monitored.
• Deployed a structured and balanced
approach to strategic decision-making
and price negotiations to maintain quality
of relationships.
• High service levels maintained through the
year (99%).
Mitigations and controls
• The Group’s market-leading capabilities,
capacity and expertise, with our nationwide
network and agility in production
and portfolio and close collaborative
relationships with our customers, ensures
that we maintain strong and mutually
beneficial customer relationships.
• Dedicated teams closely manage
customer relationships, providing early
visibility of emerging issues.
• Clear cost modelling and commodity
tracking offer customers visibility into
pricing rationale.
• Industry-leading standards in technical
capability and food safety.
• Robust service-level tracking and
governance in place to monitor
performance and pursue corrective
action promptly as needed.
• Multi-year contracts in place with some
key customers.
• Market surveillance programme to
identify emerging threats and inform
customer engagement strategies.
• Ongoing monitoring of customer
satisfaction and feedback through regular
account reviews, customer scorecards,
tender feedback and win/loss analysis.
• Store visits and intelligence reporting on
product, category and customer metrics
supports data-driven decision-making.
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7
Product contamination
The Group produces a significant
volume of food annually and there
are risks of product contamination
at a Greencore manufacturing facility
or one of our approved suppliers,
through either accidental or deliberate
means. This may lead to potential harm
to consumers and result in significant
financial, reputational, and/or legal impacts
on the Group. In addition, product recalls
and withdrawals would require significant
resource investment.
Progress in FY25
• Established protected crop strategy
to reduce risk of microbiological
contamination.
• Increased engagement with regulator.
• Developed an enhanced overarching
policy framework.
• Site-level ‘Technical Blueprint’ structure
developed and agreed to provide
consistency and standardisation.
• Launch of bespoke training for upskilling
colleagues on root-cause analysis.
• Progressed digitisation roadmap as part
of Making Business Easier programme.
• Appointment of new Chief Technical,
Sustainability, and Corporate Affairs Officer
providing enhanced level of oversight and
strategic leadership.
Mitigations and controls
• A dedicated Technical function, led by
food safety professionals and subject
matter experts, sets strategy, develops
policies, monitors regulatory and
industry changes, audits compliance,
and supports site-level teams.
• Active collaboration with sector
bodies and peers to share and adopt
best practices.
• Dedicated technical resource at each
manufacturing site.
• Best-practice site food safety quality
management systems in place with
industry standard policies, procedures
and control environments.
• A robust training programme ensures
ongoing excellence in food safety
awareness.
• Dedicated allergen management
systems, hygiene teams and
microbiological testing regimes
at all sites.
• Formal supplier approval processes,
supply chain mapping and horizon
scanning provide insight into emerging
risks and inform control and testing
requirements.
• Extensive assurance provided by rigorous
internal and external independent
monitoring and audits, including
unannounced regulator, third-party
consultant and customer site visits.
• Documented recall procedures, including
mock exercises and crisis response plans,
ensure readiness and resilience.
• Structured process for monitoring
changes in food safety legislation.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
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Managing our risks continued
8
Making Business Easier
delivery
The Group has embarked on a significant,
multi-year change programme Making
Business Easier to transform business
processes into fit-for-future ways of working
empowered by mature data capabilities and
technology solutions. Failure to deliver the
scope and scale of this change could reduce
long-term Group performance.
Progress in FY25
• Appointment of Transformation Director
to provide senior leadership of programme.
• Established a transformation office with
expertise in programme and project
management, change management,
and enterprise and data architecture.
• Appointed a strategic delivery partner
for development of data, integration
and analytics services.
• Designed and built the Group’s data and
integration platforms along with our
strategic enterprise data model.
• Launched the Greencore Data Academy
to increase data literacy and handling skills
across the Group.
• Delivered a number of priority projects,
including the Group’s first agentic artificial
intelligence tooling used to drive efficiency
within procurement.
• Strong progress through design phases
of the most complex, multi-year delivery
projects, selecting tools to enhance
demand forecasting, production planning,
manufacturing, and workforce management.
Mitigations and controls
• Robust governance structures in place
including project and programme
steering committees, Group Executive
Team, and as part of the Group’s
Integrated Business Planning processes.
• Clear and formal delivery frameworks,
including a gated project lifecycle
that ensures continual alignment with
the Group’s strategic objectives and
validation of business benefits.
• Dedicated Programme Management
Office (‘PMO’) team, driving best
practices, continual improvement and
consistency of delivery.
• Independent assurance of the
effectiveness of programme governance
through a range of audit and embedded
assurance activities with findings reported
at Board level.
• Experienced subject matter experts
assigned to lead change initiatives,
ensuring fit-for-purpose process and
system design.
• Support from external experts, providing
market insights and building capability
within Greencore’s teams.
• Project and programme-level risk
management framework with active
monitoring and mitigation planning.
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Cyber security
The cyber threat landscape is complex and
constantly evolving. In common with all
large organisations, the Group is exposed to
the risk of a cyber-attack that could threaten
the availability and integrity of its systems,
and the confidentiality of data. Such attacks
could cause significant business disruption
and cause financial and reputational damage
to the Group.
Progress in FY25
• The Group acknowledges an increasing
trend in this risk, driven by recent attacks
on major UK businesses, an evolving threat
landscape, and potential increased risk
associated with complexity introduced
as part of our recommended acquisition
of Bakkavor.
• Continual enhancement of security
tooling, procedures, and operating
constraints to support both ongoing
improvements and respond to emerging
risks, ensuring a robust security posture.
• Development of security improvement
programme for operational technology,
with dedicated lead.
• Response to industry cyber events with
implementation of enhanced controls and
refined third-party access protocols.
• Further awareness raising activities to equip
colleagues to identify and defend against
social engineering attacks.
• Continue to improve our maturity
associated with the management and
security of unstructured data.
• Assurance provided over security
improvements through both internal
and external validation.
Mitigations and controls
• Dedicated IT security function works in
partnership with leading cyber security
providers, supported by a 24/7/365
security operations centre and advanced
security tooling.
• Regular assessment of cyber security
controls aligned with global standards,
through expert audits, testing,
penetration tests and ‘red team’ exercises.
• Comprehensive policies, standards,
procedures and risk management
frameworks underpin the Group’s cyber
security posture.
• Mandatory security awareness training
and assessments for all users.
10
Legal and compliance
The Group’s activities are subject to
a complex and constantly evolving
regulatory landscape. Failure to comply
with regulations and to enforce an effective
internal control environment, may lead to
serious operational, financial, reputational
and/or legal risk.
Progress in FY25
• Designed and deployed a new policy
management framework to codify policy
structure, governance and accessibility.
• Comprehensive review and update of
the Group’s Code of Business Conduct
to establish standards and expectations
for integrity and compliance.
• Further compliance training across a range
of high-risk areas.
Mitigations and controls
• In-house and external specialists provide
interpretation of regulatory requirements
and offer guidance and consultation to
the business.
• A mature Internal Audit function delivers
risk-based assurance through an annual
audit plan.
• Dedicated second-line-of-defence
compliance teams operate across key risk
areas including food safety, health and
safety, finance and IT.
• Structured internal controls framework
supports financial governance
and assurance.
• Broad assurance and monitoring
provided across a range of regulatory
compliance areas, including assurance
received from third-party independent,
regulator and customer inspections
and audits.
• Access to legal updates, industry
publications, and professional bodies
ensures the Group remains informed
of evolving regulatory landscapes.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
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Managing our risks continued
11
IT systems
The Group relies heavily on information
technology to support the business. Any
loss or failure of the IT estate may disrupt
business operations and impact Group
performance.
Progress in FY25
• Ongoing progress with our Making
Business Easier technology transformation
programme, supporting us to introduce
modern, fit for purpose systems across
our business.
• Making Business Easier has also continued
to be an enabler for decommissioning
older legacy platforms.
• Progressed with various system upgrades
including migrating our user computer
base onto Windows 11.
• Continued IT lifecycle management to
oversee proactive asset management and
hardware replacements, with significant
progress made this year in areas of IT
network and hosting hardware upgrades.
Mitigations and controls
• Technology risks are qualified and
mitigated by a comprehensive suite of
general IT controls, aligned with industry
standards, and these controls are subject
to internal and external audit.
• Formal procedures govern hardware
lifecycle and asset management
to ensure operational integrity and
efficiency.
• Dedicated IT Operations Improvement
team focused on continual improvement
of the IT estate.
• Well-defined processes are in place to
identify, assess and mitigate IT-related risks.
• Comprehensive and formal business
partnering to identify priorities, evaluate
gaps and develop remediation roadmaps.
• Documented and structured IT disaster
recovery processes ensure resilience and
continuity in the event of disruption.
12
Sustainability
The Group’s ‘Better Future Plan’ is a key
part of the Group’s strategy and important
to its stakeholders. Successful delivery of
these commitments will need to involve new
ways of thinking and working commercially
and operationally, a significant investment
in resources and the prioritisation of
these ambitions. Failing to deliver on our
commitments could impact the future success
of the Group and cause reputational damage.
In addition, failure to effectively and
accurately meet sustainability reporting
compliance requirements may result
in penalties.
Progress in FY25
• Worked closely with customers and
suppliers to deliver 79% of our 100%
transition target to cage-free eggs.
• Good progress made on Scope 1 and 2
emissions reduction, achieving a 5.91%
absolute carbon reduction versus FY24.
• Continued to reduce our food waste as a
percentage of food handled to 6.92%, over
delivering against the path towards our
2030 target of 4.76%.
• Strengthened our processes and people
capability to protect the business from
modern slavery risk.
• Upskilled 90 commercial colleagues to
help drive our Healthy and Sustainable
Diets (‘HSD’) agenda.
• Received approval from the Science
Based Target initiative (‘SBTi’) for our
2030 Scope 3 Forestry, Land and
Agriculture (‘FLAG’) target.
• Appointment of new Chief Technical,
Sustainability, and Corporate Affairs Officer
providing enhanced level of oversight and
strategic leadership.
Mitigations and controls
• The Group’s sustainability agenda is
driven by the Greencore ‘Better Future
Plan’, built around three interconnected
pillars: Sourcing with Integrity, Making
with Care, and Feeding with Pride.
• Comprehensive programme
governance includes a Sustainability
Oversight Committee, regular Group
Executive Team reviews, a dedicated
Board-level Sustainability Committee,
and detailed and regular monitoring
of performance metrics.
• Clear ownership structures are in place
across the business, with delivery plans
assigned and sponsored by Group
Executive Team members.
• The Group’s carbon reduction goals are
underpinned by approved SBTi targets.
• High-level roadmaps have been
developed for each topic under
the Better Future Plan pillars, and
implementation is underway.
• Relationships with value-chain partners,
including some customers and suppliers,
targeting specific initiatives such as HSD.
• Sustainability is embedded within
the broader Group strategy and
transformation programmes, ensuring
alignment and long-term impact.
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Environmental impact
The Group has significant manufacturing
operations and an obligation to minimise
the impact of these activities on the
environment. Failure to sufficiently monitor
and manage operational activities to
minimise the environmental impacts
could lead to business disruption and
cause financial and reputational damage
to the Group.
Progress in FY25
• Further investment and delivery of capital
programmes to enhance wastewater
treatment processes.
• Ongoing stringent monitoring of
Environment Agency permit compliance.
• All manufacturing sites have undergone
third-party biannual environmental
compliance audits.
• Ongoing development and
implementation of environmental
processes, procedures and training
via the iSHEMS management system.
Mitigations and controls
• Named Directors of relevant Group
subsidiaries hold formal responsibility
for all environmental permits held by
the business.
• Group production sites are equipped with
dedicated environmental management
systems, including effluent treatment and
dissolved air flotation plants.
• Comprehensive in-house and third-party
monitoring programmes track waste
products and environmental impact.
• Internal testing standards and escalation
procedures are in place, including effluent
compliance monitoring and management.
14
Health and safety
The nature of the Group’s operations
exposes our colleagues to inherent risks,
with the workforce encountering potential
hazards on a daily basis. Ensuring the
health and safety of our colleagues is of
paramount importance at Greencore, but
without effective management, these risks
could result in accidents leading to harm
to individuals as well as reputational and
potential financial damage.
Progress in FY25
• Notwithstanding the small increase in
our Reportable Accident Frequency
Rate (‘RAFR’) compared to last year (see
page 50), overall an improving control
environment and increasing operational
maturity has seen this risk trend
downwards.
• Introduction of a new external audit model
that promotes transparency, shared risk
ownership, and constructive engagement.
• Deployed a centralised platform for audit
recommendations to improve visibility,
traceability, and proactive follow-up.
• Enhanced focus on reporting and
learning from Potential Serious Injuries
and Fatalities (‘PSIFs’).
• Performed site-level gap analysis against
updated Safety, Health and Environment
(‘SHE’) management system procedures.
• Focused tactical improvements across
electrical safety, workplace transport risk
management, and ammonia safety.
Mitigations and controls
• Strong Board and Group Executive Team
commitment to embedding a safety first
culture across all business activities.
• A central team of qualified and
competent SHE professionals provides
expert guidance, policy development,
and oversight.
• Comprehensive health and safety
processes, procedures and training
in place.
• Rigorous monitoring protocols
including annual health and safety audits
and operational physical inspections
provide assurance of ongoing control
and compliance.
• Key health and safety performance
indicators are maintained to monitor
effectiveness and drive continuous
improvement.
• A robust investigation process ensures
that incidents are analysed, and learnings
are shared to prevent recurrence.
• Active engagement with professional
bodies and industry networks supports
benchmarking, best practice sharing,
and adoption of emerging safety
technologies.
• Site emergency preparedness plans.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
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Managing our risks continued
15
Recruitment, retention and performance
The Group is embarking on a heightened
period of change. A failure to retain key
talent or successfully recruit required skillsets
may cause business disruption and impact
financial performance, and any distraction
caused by such change may impact
Group performance.
Progress in FY25
• Attrition rates reduced significantly
to historically low levels.
• Improved onboarding and induction
processes to enhance employee experience.
• Developed new exit interview approach
and closer site-level attrition monitoring.
• Strengthened early careers development
programmes, including graduate and
apprentice schemes, and launch of
Greencore degree qualifications.
• Ongoing strengthening of employer brand,
as a result of Group performance and
strategic direction, has improved ability
to both recruit and retain colleagues.
• High completion rates for performance
conversations, supporting stronger
talent development.
• Talent calibration process extended to a
wider population, with clearer identification
of critical roles and individuals.
• Renewed and enhanced occupational
health and wellbeing offer launched,
enhancing employee support processes.
• Targeted retention incentives to support
key talent retention.
• Focused communications and
engagement around organisational
change initiatives.
Mitigations and controls
• Structured variable compensation
framework, including annual bonuses
and long-term incentive plans such
as Performance Share Plans, to reward
performance and align employee
interests with business outcomes.
• Additional benefits contributing to
employee retention, including salary
sacrifice car scheme and site canteens.
• Retention plans for critical roles.
• Comprehensive succession planning to
identify, develop and retain high-potential
colleagues.
• Talent and development framework
provides a structured and consistent
approach to attracting, developing and
retaining talent across the organisation.
• Regular remuneration benchmarking
to ensure market competitiveness for
talent recruitment.
• Strategic workforce planning process
established to define and track capability,
talent, and capacity needs now and in
the future.
• Robust employment brand and
organisational culture framework.
• Employee engagement and feedback
processes through People at the Core
and Pulse surveys.
• Group Executive Team oversight of talent
and change-related risks via programme
governance structures.
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Labour
The Group is reliant on high volumes
of labour in its production processes.
A dynamic political, economic and social
external context, and the fast-paced
and variable labour needs of the Group,
could increase the costs of this labour
in unsustainable ways. This could have
operational, commercial and financial
impacts across the Group.
Progress in FY25
• Automation diagnostic and strategic
roadmap development supported by
external expert consultancy.
• Establishment of dedicated expert
resources to lead long-term
automation strategy.
• Continued reduction in attrition rates.
• Continued progress in Operational
Excellence delivery, driving material
efficiency benefits exceeding
budgeted targets.
• Progressed a range of automation
initiatives, and developed a comprehensive
project pipeline for FY26.
• Appointed dedicated Head of Automation
and recruitment for programme managers
underway to further drive this roadmap.
Mitigations and controls
• Effective use of agency workforce
enables agility and responsiveness to
frontline labour demands.
• Mature forecasting systems support
proactive and accurate labour planning.
• Deployment of automation in production
processes reduces reliance on labour
requirements.
• Development and training frameworks
assist in retention and productivity,
including Line Manager Framework.
• Regular wage benchmarking in place
to ensure competitive rates of pay.
• Comprehensive labour attrition rate
monitoring and reporting.
• Proactive and collaborative relationships
with trade unions support constructive
dialogue and workforce stability.
• A dispersed, diverse, broad national
manufacturing network provides agility to
rationalise and move production if required.
17
Operational Excellence
Operational Excellence underpins the
Group’s strategy and future success.
Failing to continue delivering this across all
operational and supporting activities could
impede delivery of the Group’s strategic
ambitions and impact future performance.
Progress in FY25
• Continued progress in project delivery,
driving material efficiency benefits to
bottom-line performance exceeding
budgeted targets.
• Programme continues to mature, with
a focus on building capabilities and
developing frameworks to systematise
approach and build broad business
capabilities.
• End-to-end diagnostic approach designed,
and training conducted with central team
and General Managers.
• Designed and built scope, components
and roadmaps for all pillars of Operational
Excellence framework.
• Assigned new dedicated PMO resource
focused on supporting the framework and
three-year roadmaps across the Group,
sites, and categories.
• Established cohesive and integrated
planning across Operational Excellence
pillars, automation, capital expenditure,
and large transformation programmes.
Mitigations and Controls
• Dedicated central function providing
expertise and oversight.
• Structured approach to continuous
improvement embedded within
budgeting and planning processes.
• Central dashboard and live governance
model monitors project delivery, risks
and financial impacts.
• Dashboards established to monitor
spend on overheads, labour, materials
and capital spend, as well as overall
organisation loss.
• Robust processes to align operational
delivery with financial reporting and profit
and loss impact.
• Manufacturing Excellence is delivered
through standardised processes, tools
and techniques to optimise labour usage
and waste product.
• Bespoke technologies support real-
time operational decisions to drive
performance against targets.
• Broad business-intelligence embedded
as part of operational delivery.
• Key areas of risk identified and business
improvement opportunities mapped.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
40
Greencore Annual Report and Financial Statements 2025
Managing our risks continued
18
Resilience
The external environment is increasingly
volatile and uncertain, and like all large,
complex businesses, the Group is exposed
to a range of potentially disruptive
influences, from geopolitics to climate
change and rapid advancements in
technology. A failure to effectively build
resilience into Group strategy and operations
may result in it being less equipped to
survive, innovate and thrive, in the face
of future risk.
Progress in FY25
• Tender completed for technology platform
to support enhanced operationalisation
of crisis plans and framework.
• Launched formal, cross-functional
annual ‘Supply Chain Resilience’ review
with Group Executive Team, to examine
multiple risk factors to our supply chain
resilience each year and any tactical or
strategic sourcing actions that could
improve resilience.
• Expanded scope of personnel trained
in crisis response protocols.
• Strengthened resilience planning in
relation to flood risk, with revalidation
of flood risk modelling across our sites,
a Group Executive Team deep-dive
resilience review at one of our higher
risk sites, and further detailed reviews
under consideration.
Mitigations and controls
• Centralised coordination of
resilience agenda through Risk
and Resilience function.
• Crisis management framework,
providing structured incident
management processes, roles and
responsibilities, and toolkit.
• Detailed manufacturing site business
continuity plans in place to ensure
operational resilience.
• Commercial and operational agility to
quickly respond to incidents, rationalise
product category, range and mix, or
adapt supply arrangements.
• Strong relationships with customers and
supply chain partners enable effective
coordination during periods of disruption.
• A dispersed and diverse national
manufacturing footprint provides
agility and flexibility to adapt operations
as needed.
Strategic link
Grow and Expand Lasting Partnerships Great Food Delivery Excellence Sustainable Choices People at the Core Strengthen our Core
Risk movement
NEW Risk increased Risk unchanged Risk decreased
41
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Going concern
The Directors, after making enquiries and having considered the
business activities of the Group, have a reasonable expectation that
the Group has adequate resources to continue operating as a going
concern for the foreseeable future.
In the current period, the Group’s performance has continued
to improve, which has driven a further reduction in net debt and
corresponding increase in headroom versus our available facilities,
with cash and undrawn committed bank facilities of £341.1m at
26 September 2025 (2024: £279.4m) and leverage (the ratio of Net
Debt to Adjusted EBITDA as measured under financing agreements)
decreasing to 0.4x (FY24: 1.0x). The Group continues to ensure
appropriate financing is available and during FY25, extended the
£350.0m revolving credit facility (‘RCF’) by one year to November
2029, and subsequent to the year-end, further extended the facility to
November 2030. As a result of the improved financial performance,
liquidity available to the Group and the strong trading relationships
with its customers and suppliers, the Directors believe that the Group
is well placed to manage its business risks successfully.
For the purpose of the going concern assessment, the Group have
used the latest internally approved forecasts and strategic plan as a
base case which takes into account the Group’s current position and
future prospects. The Group have used this to produce downside
and severe downside scenarios which consider the potential impact
of commercial risks materialising which would result in a decrease in
volume along with under delivery of targets set out under the Group’s
Commercial and Operational Excellence programmes and the impact
of under-recovery of inflation. The Group has also modelled the
potential impact of additional climate-related expenditure that may
be required if certain climate-related risks were to materialise. The
impact on revenue; profit; and cashflow are modelled, including the
consequential impact on working capital and bank covenants.
Based on the forecast cashflows, throughout the 24-month period
from the year end date, the Group is satisfied that it has sufficient
resources available and has adequate headroom to meet its covenant
requirements (as set out on page 172 within the Bank Borrowings
note to the Financial Statements) and if needed, the Group could
employ mitigants within its control, which would include a reduction
in non-business critical capital projects and other discretionary cash
flow items.
Given the recommended acquisition of Bakkavor Group plc
(‘Bakkavor’), we have also undertaken going concern analysis on
a combined group basis, using internally approved forecast and
strategic plans for Greencore and available information for Bakkavor.
As part of this transaction, we have obtained facilities of £825m
to fund the acquisition and therefore ensure sufficient liquidity on
completion. The acquisition facilities have maturities of between one
and five years. Based on the forecast cashflows, and ability to employ
mitigants within the combined group’s control, the Group is satisfied
that it has sufficient resources available and adequate headroom to
meet its covenant requirements.
As a result, the Directors believe that appropriate consideration has
been given to the existing Group and the potential impact of the
acquisition of Bakkavor in undertaking the going concern assessment.
The Group has sufficient liquidity to manage through a range of
different cashflow scenarios over the next 24 months from the year
end date. Accordingly, the Directors adopt the going concern basis
in preparing these Group Financial Statements.
Viability statement disclosure
In line with the Code Provision 31, the Directors have carried out
a review of the prospects of the current business and its ability
to meet its liabilities as they fall due over the medium-term. In
undertaking this review, the Directors concluded that a three-year
timeframe continues to be an appropriate period for this assessment
given that this is the key period of focus within the Group’s strategic
planning process and is a typical period for visibility of commercial
arrangements with the Group’s customers. The objectives of the
annual strategic planning process are to consider the key strategic
choices facing the Group and to build a consolidated financial model
with various scenarios taking into account the principal risks facing
the Group which may threaten the Group’s solvency, liquidity, cash
flow, future performance and business model. In the current year in
assessing viability, consideration has also been given to the impact
of the recommended acquisition of Bakkavor and its integration into
a combined group over the three-year timeframe as that represents
a key strategic acquisition for the Group.
Assumptions are built for the income statement with a flow through
to the financial position and cash flow. These are rigorously tested
by management and by the Directors. Sensitivity analysis is applied
to reflect the potential impact of some of the principal strategic
and commercial risks of the Group as described on pages 29 to
40 and also reflects potential impacts from climate-related risks
identified. These risks could affect the level of sales, profitability and
cash generation of the Group and the amount of capital required to
deliver them. Based on the results of this analysis, the Directors have
a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the three-year
period of their assessment.
Going concern and viability statement
42
Greencore Annual Report and Financial Statements 2025
Fran Haycock
Head of Sustainability
Our Better Future Plan
Greencore has an increasingly important role in helping to
transform the food system into one that works for both people
and the planet. By making products that are nutritious, affordable
and taste great, we can make it easier for consumers to make
choices that are good for their health and wellbeing, support local
communities, and reduce negative impacts on the planet.
Our Sustainability Strategy, Better Future Plan, reflects our
approach to sustainability and how we deliver on Sustainable
Choices – a key enabler for delivering our purpose, ambition and
strategy. Sustainable Choices means making a positive difference
for everyone who interacts with the business, from consumers
and suppliers to those in the communities where we operate,
whilst also working to improve and preserve the health of the
planet and those in it.
The external global landscape has evolved significantly in the last
year, bringing both momentum and challenge. The timing and
implementation of key regulations such as the EU Deforestation
Regulation and Corporate Sustainability Reporting Directive
(‘CSRD’), continue to evolve, adding complexity to long-term
planning and disclosure. Despite this, we remain committed to
our Better Future Plan journey and the critical role that sustainable
practices play in our business model now, and in the future.
Materiality
Greencore’s disclosures are focused on the issues considered
to be the most material to our business activities based on a
materiality assessment carried out in FY22. We will undertake
a more comprehensive Double Materiality Assessment in
FY26 in preparation for the Group’s CSRD disclosure in FY28.
The outcomes of this assessment will inform the evolution of
Greencore’s Sustainability Strategy and priorities.
Aligning with external frameworks
Greencore aligns its sustainability external disclosures to
international non-financial reporting standards such as the
Global Reporting Initiative and the Sustainability Accounting
Standards Board.
Headquartered in Ireland, we remain closely focused on the
rapidly developing European regulatory landscape. We are
preparing to align with the CSRD, including the EU Taxonomy
and the Corporate Sustainability Due Diligence Directive,
in FY28. We are also monitoring the proposed UK Sustainability
Reporting Standards, the timing and scope of which remain
under consultation. In addition, we plan to disclose in line
with the Transition Plan Taskforce Disclosure Framework over
the coming years.
As the mandatory disclosure landscape evolves and strengthens,
we will review how to most appropriately balance commitments
between the voluntary and mandatory reporting demands of
the business.
Delivering a
better future
The food system remains under immense pressure, both locally and
globally. This has only sharpened our focus on the topics that drive
businesses resilience, and with this comes a responsibility to think
and act differently to protect our business, and meet the expectations
of our stakeholders.
Collaboration remains key to our journey, and achieving our
goals requires joint effort with customers and suppliers, but also
development of new and lasting partnerships with other food systems
actors. Only together, will we create a more sustainable food system
that benefits people, the planet, and ensures long-term success.
“This year, we have seen sustainability
become the face of business risk and
resilience across the food industry,
where it is increasingly viewed as a
critical enabler for business continuity
and future success.
At the same time, the health agenda
has taken centre stage with many
interconnected topics – such as GLP-1*
medication and personalised nutrition,
starting to shape consumer demand
for healthier products. This provides a
great opportunity for Greencore to show
leadership, support our customers and
unlock business opportunity.”
Sustainability
* GLP-1 stands for Glucagon-Like Peptide-1, a hormone that plays a key role in
regulating blood sugar, appetite, and digestion. GLP-1 medication aids with both
weight loss and treatment of diabetes. The brand names of these medications include
Mounjaro, Wegovy and Ozempic.
43
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Our
Better Future Plan
Our Better Future Plan is made up of three interlocking strategic pillars that reflect our business model: Sourcing with Integrity,
Making with Care, and Feeding with Pride. People at the Core underpins these pillars, which are then supported by four
Foundations that uphold the strategy and are fundamental to meaningful progress.
Responsible Sourcing
We will work to identify and replace
harmful practices in our supply chain
and place increasing focus on practices
which regenerate and add value to our
environment and society.
Human Rights in our Global
Supply Chains
We will operate within a global supply
chain where ethical conduct, respect
for human rights and the wellbeing
of worker rights are paramount.
Human Rights in our
Direct Operations
We will create a workplace
where ethical conduct, respect
for human rights, and colleague
wellbeing is central to our
direct operations.
Inclusion and Diversity
We will ensure everyone’s
experience of working with us
is an inclusive one, where our
colleagues can be themselves
and fulfil their potential.
Health, Safety
and Wellbeing
We are committed to
reducing health and safety
risks, creating a safer
workplace, and promoting
health and wellbeing.
Communities
We will integrate into our
local communities by using
our products, services,
capabilities and passion to
benefit the communities
where we operate.
Governance
We are committed to strong
and effective governance of
the programme at all levels,
including commitment from the
Board, Group Executive Team
and senior leaders.
Risk Management
We will ensure risks to the
delivery of our ambition are
monitored and managed
effectively by integrating them
into our business Enterprise Risk
Management framework.
Transparency
We will continuously work
to improve the quality and
accessibility of our data to
ensure we are being transparent
through our disclosures.
Embedding
We will invest to ensure our
people and processes are set
up for strategic delivery through
clear communication, targeted
upskilling and updating key
business processes.
Net Zero Operations
We will build and operate a business that
uses less to generate more and creates
both a circular and more self-sufficient
energy supply.
Food Waste
We will halve food waste within our
operations and work with others to
minimise waste in our supply chain.
Water Stewardship
We are committed to reducing
our water use in manufacturing
and are working towards a model
of water stewardship.
Healthy and Sustainable Diets
We are committed to positively
influencing the health of millions by
producing healthier, more sustainable
options, and making them more
available, accessible, affordable
and desirable.
Sustainable Packaging
We will design lower environmental
impact packaging, making it easier to
recycle and reuse, whilst eliminating
single-use plastics.
People at the Core
Foundations
Making with Care
Manufacturing our products with a
focus on energy efficiency, waste
reduction and water stewardship
Sourcing with Integrity
Sourcing ethically, sustainably
and with respect for human rights
across our global supply chain
Feeding with Pride
Improving diets and reducing
our impact through healthier
and more sustainable products
44
Greencore Annual Report and Financial Statements 2025
Year in review
We have strengthened our foundations as we transform into a future-fit business that
drives positive impact for people and the planet.
The food system today is complex and
is becoming increasingly fragile, and we
recognise our responsibility to help create
a brighter and more equitable system.
This year, our Better Future Plan has
continued to mature and strengthen,
becoming more deeply embedded in how
we operate and collaborate across our
value chain. Our Plan Ownership model and
the business’s partnership with the Group
Sustainability team have been central to
driving progress, enabling us to advance
the majority of our internal Key Performance
Indicators (‘KPIs’), build momentum and
upskill hundreds of our colleagues.
Focus on 2025 commitments
Progress continued across key commitments
related to cage-free eggs, soy, and plastic
packaging. For cage-free eggs, 79% of our
volume has successfully transitioned, with
90–95% expected by the end of 2025.
100% of soy across our supply chain is
certified, although progress on verified
deforestation and conversion-free (‘vDCF’)
soy was modest, increasing to 8%, as achieving
vDCF requires industry enablement.
Performance against our plastic packaging
commitments is positive, although some
materials are still classified as non-recyclable,
limiting full recyclability.
Industry collaboration
Collaboration is central to our Better Future
Plan and achieving our goals requires joint
action with both customers and suppliers.
This year, we undertook a first-of-its-kind
initiative by partnering with four leading
UK food businesses to develop shared
sustainability maturity standards for suppliers.
This approach will enable our suppliers,
many of whom we have in common, to
work towards clear, consistent customer
expectations more efficiently.
Governance
Governance at all levels continues to
strengthen and remains fundamental to
the success of our programme. The Group
Executive Team has deepened its engagement,
reviewing two sustainability topics each month
alongside updates on emerging reporting
requirements, helping to ensure the business
remains prepared for future obligations.
Our Sustainable Business Management
Groups have also evolved, with the
introduction of a dedicated Group for
Human Rights in our Global Supply Chains.
This reflects the increasing importance of the
topic, and our commitment to understanding
and managing associated business and
customer risks with greater focus and
accountability. An overview of Sustainability
Committee activities is on page 122.
Risk management
Failure to deliver on our commitments or
reporting requirements is recognised as a
Principal Risk within the Group’s Enterprise
Risk Management (‘ERM’) framework, and is
monitored alongside other key business risks.
The Group’s risk management platform
enables effective capture of all sustainability
related risks, ensuring the right ownership,
clear actions and tracking, and escalation
as needed.
Transparency
Data
During FY25, we made important progress
towards further strengthening our data
foundations in preparation for future mandatory
reporting, by partnering with an independent
audit and advisory firm to enhance governance,
documentation and controls, initially focusing
on food waste and water.
This work reflects our commitment to robust,
reliable data, recognising its vital role in driving
meaningful change and supporting future
reporting in an evolving regulatory landscape.
Disclosures
Following the EU Omnibus process, which
changed the implementation timetable for
CSRD, our first reporting is now expected
in FY28 rather than FY26. This provides
additional preparation time, and underlines
the need to continue strengthening our data
governance and reporting capability.
Embedding
To drive progress, we need all our teams to play
their full part in delivery. This year we focused
on building capability across two core functions
– Commercial and Human Resources.
Over two, three-day workshops we upskilled
commercial colleagues from sales, category
and product development – a significant and
progressive milestone to help drive healthy
and sustainable diets within our customer
base. We also invested in the capability of key
HR and operational colleagues on human
rights, to strengthen site-level controls and
enable early issue identification.
Scope 3
In FY25, our Scope 3 emissions increased by
8.7% compared to FY24, 6.5% higher than our
FY19 baseline. This increase reflects changes
to our portfolio, volume growth and a
methodology change for upstream transport.
We progressed our work to understand
how supplier decarbonisation efforts can
be incorporated into our footprint through
supplier-specific emissions factors, an
important step towards reducing reported
emissions and a key area of focus for FY26.
To align with our Scope 3 2030 Science
Based Targets initiative (‘SBTi’) targets, a
reduction of just over 10% of our emissions
will be required each year to 2030. To
achieve our Scope 3 targets, the Group will
begin developing a Scope 3 climate transition
plan in FY26, starting with an assessment
of the necessary requirements and resources
to develop it.
The plan will consider the role that key levers,
such as supply chain decarbonisation and
portfolio and product shifts, could play in
our decarbonisation pathway, recognising
that the latter represent the most significant
levers for reduction, and are the most
challenging to realise. See page 63 for more
information on our Scope 3 targets including
our Forest, Land and Agriculture (‘FLAG’)
emissions target, which was validated by the
SBTi earlier this year.
Looking ahead
The journey towards a sustainable future
requires resilience, collaboration and
innovation. We are committed to pushing
boundaries, holding ourselves to account,
and working with our partners to find better
and different ways of growing our respective
businesses, whilst maintaining a focus
on sustainability.
Sustainability continued
45
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Sourcing with Integrity
The impacts of our global food system on people and the planet are often most
pronounced at source, where ingredients are grown, animals reared, resources
extracted, and products manufactured.
We continue to use our influence to achieve
better outcomes in our supply chain, with a
primary focus on deforestation-free soy and
cage-free eggs. Human rights remain central
to our work, as we continue to work within
our Human Rights Due Diligence (‘HRDD’)
framework, both within our own operations
and our global supply chains.
Responsible Sourcing
Responsible sourcing means purchasing
materials in an environmentally sustainable
and socially conscious way, and our work
to identify and replace harmful practices
in our supply chain is ongoing. We are also
placing increasing focus on practices which
regenerate and add value to our environment
and society. Working closely with suppliers,
customers and industry partners is key to
upholding and strengthening our standards.
Through regular engagement with our
customers, we have made good progress
towards our goal of 100% cage-free eggs,
achieving 79% in FY25. We are expecting
several more customers to transition before
the end of the year, so we expect to be
closer to our target by the end of December
2025. For our customers yet to commit to
transitioning, we remain ‘cage-free ready’,
meaning we have contracts in place with
our egg suppliers ready for this transition.
In calendar year 2024 we achieved 8% vDCF
soy and, for the first time, we purchased
regional credits to ensure 100% of our
soy footprint was under certification. We
purchase a very small amount of soy directly,
most is ‘embedded’ in ingredients such as
animal protein.
While we continue to play our part in driving
demand for vDCF soy in the UK, progress
towards our goal of 100% vDCF soy remains
challenging. Legislation will be essential to
support a market-wide transition and at
present, supply chain complexities remain a
significant barrier. As a result, we will not meet
our original 2025 target and are reviewing a
revised deadline for achieving 100% vDCF soy
that aligns with industry, our customers, and
is both realistic and achievable. Our policies
will be updated to reflect this change in FY26.
Despite these challenges, we continue
to engage extensively across our supply
base. This includes direct collaboration
with the UK’s largest soy importers, active
membership in the UK Soy Manifesto’s
Embedded Soy Working Group, and
participation in a Responsible Commodities
Facility project to support a traceability
exercise within our poultry supply chain.
Human Rights in our
Global Supply Chains
Identifying and managing Human Rights risks
in our global supply chains is central to our
sourcing and supplier engagement strategy.
Our Human Rights in Global Supply Chains
Plan, guided by our HRDD framework,
strengthens our due diligence processes
across our supply base.
We continued to use our risk assessment
heat map to visualise and prioritise high-
risk ingredient categories, suppliers and
locations. This allows us to focus our
engagement strategies on suppliers in high-
risk areas, ensuring that our interventions
are targeted in addressing risks.
Looking ahead
Responsible Sourcing
• Communicate a revised
deadline for achieving 100%
vDCF soy and continue to
collaborate with industry and
suppliers to increase availability
in the UK.
• Focus on strengthening
relationships with key strategic
suppliers, specifically our
highest Scope 3 contributors to
drive decarbonisation progress.
Human Rights in our Global
Supply Chains
• Continue to prioritise in-depth
reviews of high-risk areas,
guided by our risk assessment
heat map, and work with our
suppliers to:
– Strengthen our mitigation
approach to human rights
risks; and
– Develop more effective
methods for monitoring and
reporting our findings.
This year, we introduced an initial-stage
human rights risk check into our new
supplier and ingredient approval process,
based on supplier location and ingredient
category, enabling early identification of
potential risks.
Human rights risks and challenges remain
at the forefront of our supplier engagement
activities, supported by ongoing briefings
and updates both internally and with
our customers, which have significantly
increased awareness.
Additionally, our bespoke training
programme, delivered by our expert training
partner, Stronger Together, equips our
Procurement and Technical teams with the
skills and knowledge to conduct informed
and safe interactions with our suppliers,
helping us to protect both Greencore’s
reputation, and safeguard vulnerable workers
from abuse.
46
Greencore Annual Report and Financial Statements 2025
Making with Care
We are committed to producing food in a way that is sustainable and responsible.
This means optimising our energy consumption, reducing food waste and conserving
precious resources, such as water, wherever possible.
This year we advanced our Net Zero agenda
across manufacturing and logistics, making
progress on energy efficiency, on-site
generation and decarbonising our logistics
network. We continued to perform well
against our food waste reduction pathway
and built capability in water stewardship
through training, water mapping and
targeted investment.
Net Zero Operations
Manufacturing
Our manufacturing network of 16 sites relies
heavily on gas and electricity to produce
millions of products each week. Our Scope
1 and 2 carbon reduction activities focus
on lowering emissions from gas, electricity
and fluorinated gases (F-gases, used in our
refrigeration systems).
Reducing our Scope 1 and 2 emissions has
been a long-standing challenge, but our
efforts to address this across the Group, are
now delivering positive performance.
In FY25, we achieved an absolute CO₂e
reduction of 5.9% compared with FY24.
Higher production volumes and the UK’s
warmest summer on record increased overall
energy demand; however, we reduced
gas and electricity consumption through
ongoing efficiency measures. Updated 2025
UK Government emissions factors also
contributed to the overall reduction in
Scope 1 and 2 emissions.
Key initiatives included:
• Further expansion of sub-metering
coverage across our sites to better identify
inefficiencies and target energy reductions.
• Strengthening the focus on the link
between water and gas use, leading
to the identification of further energy-
saving opportunities.
• Investment in on-site solar at our Manton
Wood facility, which, although not
operational for the full year, generated
electricity equivalent to 5% of the site’s
total annual usage.
• Electrifying toastie ovens at our
Northampton site, enabling the
decommissioning of steam boilers.
We have seen a positive decrease
in gas since installation and are expecting
continued decreases.
We recognise that achieving our SBTi-aligned
target of a 46.2% absolute reduction in Scope 1
and 2 emissions by 2030 will require significant
continued effort and investment. Current
progress against this target is an absolute
reduction of 7.1% against an FY19 baseline.
The scale of investment needed to meet
our 2030 target is being assessed to ensure
effective planning and prioritisation across
manufacturing and logistics for optimal Group
performance. We have also partnered with
a specialist energy management advisor to
develop Net Zero Transition Plans for our
four ‘lighthouse’ sites through to 2040. These
sites account for 31% of our Scope 1 and 2
emissions, and the insights gained will be
applied across the wider Group. Together,
these elements will form the foundation for
developing a Group-wide climate transition
plan in FY26, beginning with an assessment of
the actions and resources needed to deliver it.
Logistics
Our logistics network is made up of 621
vehicles and represents around 26% of our
Scope 1 and 2 emissions. This year, routing
efficiencies and improved driver behaviour
using telematics all contributed towards our
reduced mileage and improved mile per
gallon performance. We also launched a
new fleet of vehicles, 10 of which are being
run on Hydrotreated Vegetable Oil (‘HVO’)*,
a direct replacement for diesel. This trial has
delivered a fuel performance equivalent to
that delivered by diesel and is responsible for
over 70% of the logistics reduction of 813
tCO
2
e in the year.
* We are aware of ongoing UK Government investigations
into the HVO diesel market, including concerns around
the potential mislabelling of virgin palm oil as waste
material. Our HVO provider has confirmed that all HVO
supplied to Greencore complies with all legal requirements
including the EU Renewable Energy Directive II, and the
UK Renewable Transport Fuel Obligation which safeguard
against high-risk or unsustainable feedstocks like virgin
palm oil.
Sustainability continued
47
Greencore Annual Report and Financial Statements 2025
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Food Waste
In the context of rising food poverty in the
UK and the environmental impact of wasted
food, Greencore and our partners continue to
drive improvements in practices and outcomes.
We continued to make good progress
towards our 2030 food waste reduction
target, achieving a further 6.92% reduction in
food waste as a percentage of food handled
this year. We are now 27% of the way to our
goal of halving food waste as a percentage
of food handled by 2030.
This year’s progress on food waste reduction
has been driven by site-led initiatives,
supported by training and education, to help
colleagues reduce food waste at different
stages of manufacturing.
Operational Excellence improvements,
delivered through over 200 workstreams
across our 16 sites, have strengthened
process control and supported reductions.
These continuous efforts, despite increased
manufacturing volumes, have both
contributed to cost savings as part of our
Operational Excellence programme, and
supported our wider sustainability goals.
Water Stewardship
The value of water has come into sharper
focus, driven by forecast price increases in
the UK, the Independent Water Commission’s
review of the sector in England and
Wales, and the impact of dry weather – all
highlighting the operational and financial
risks of water scarcity, and reinforcing the
need for responsible management.
Our absolute water usage decreased by 1.4%
(all sites and operations) compared to FY24.
This was driven by significant reductions at
several manufacturing sites and supported
by the cross-functional Water Stewardship
Group, which is accelerating the deployment
of best practice across the business.
Key investments in FY25 included:
• Built capability through the Water Literacy
Programme, enabling colleagues to
understand the value of water, water risks
and to identify reduction opportunities.
• Four colleagues completed water
stewardship training in FY25, with nine
more starting in FY26.
• Strengthened water management
through detailed mapping and
independent audits at high-consumption
sites, providing insight to prioritise
efficiency actions and shape our long-
term strategy.
• Upgraded effluent treatment plants
at three sites, with the programme
continuing across more sites over the
next three to four years.
Colleague awareness of water stewardship
has also been strengthened through internal
campaigns featuring our environmental
brand ambassador, Roi (Reduce our impact),
and through colleague participation in the
Waterwise Water Literacy training programme.
Our Making with Care agenda is now
embedded within the operational leadership
group and integrated into our wider
Operational Excellence programme. While
progress is being made, we recognise the
need to accelerate delivery, particularly in
reducing carbon and water impacts.
Looking ahead
Net Zero Operations
Energy
• Embed energy optimisation
actions identified from Net Zero
Transition Plans at ‘lighthouse’
sites into the three-year site
planning process.
• Develop a Group Scope 1
and 2 climate transition plan,
starting with an assessment
of the necessary requirements
and resources to develop it.
Logistics
• Explore further use of HVO
fuel where feasible.
• Pilot a new electric vehicle
capable of covering around
half of our current routes.
• Assess aerodynamic upgrades
to existing fleet to reduce
fuel consumption.
Food Waste
• Identify the highest impact Group
and site level initiatives, and focus
our cross functional expertise
to deliver these opportunities.
Water Stewardship
• Refocus internal resources
on water reduction and
resilience for the top six largest
consumption sites.
• Continue to drive water efficiency
and awareness initiatives, such as
the Roi campaign, across more
operational and distribution sites.
48
Greencore Annual Report and Financial Statements 2025
Feeding with Pride
As a leading food producer, we understand the important role we play in working with
our partners to make healthy and sustainable choices more accessible, affordable and
appealing for consumers.
We have continued to shape what it means
to transform into a future-fit business. As a
private label manufacturer, collaboration is
essential, with progress dependent on strong
customer and supplier partnerships, as well
as new innovative partnerships across the
wider food system.
Healthy and Sustainable Diets
Building on the progress made in FY24,
we have invested significantly in improving
the quality and availability of the data used
to monitor progress against our Nutrient
Profiling Model (‘NPM’) and Red Traffic
Light targets. We now have a reporting
dashboard for the Commercial teams to view
their customer specific data.
In FY25, we increased the number of products
meeting our healthier nutrition criteria (with
an NPM score <4 by sales volume), increasing
from 71% to 74% of our product portfolio
(against a 2030 target of 85%).
Our Red Traffic Light percentage decreased
slightly to 54% of products (from 55% in
FY24) that have no Red Traffic Lights on pack
(against a 2030 target of 60%).
We have built a strong pipeline of
reformulation projects through our reduce,
replace and remove initiatives, which are
expected to deliver a mix of positive NPM
reductions at category level as well as
decarbonisation benefits. We have continued
to reduce animal protein, where we can
substitute with high-quality vegetables or
plant-based ingredients, maintain quality
and appeal, and where we have customer
alignment to the change.
Key activities in FY25 included:
• Revised our Group Healthy and
Sustainable Diets (‘HSD’) strategy –
while reformulation, decarbonisation and
positive nutrition remain core priorities,
we also recognise the importance
of other levers to influence both our
customers and end-consumers.
• Invested in upskilling – we upskilled
commercial colleagues from sales, category
and product development teams on Net
Zero and other topics, strengthening our
ability to influence change.
• Introduced the Mondra platform –
after maturing our understanding of the
platform, we introduced Mondra to our
commercial teams to provide them with
insight into the approach to monitor,
improve and communicate product
environmental performance.
• Drove innovation – we explored new
ingredients, processes and technologies
with the potential to shift the dial on health
and sustainability in the longer term.
We recognise the vital role of strong
leadership in creating traction and driving
meaningful action, both within our business
and across the wider industry. In March
2025, our Chief Executive Officer, Dalton
Philips, joined the UK Government’s Food
Strategy Advisory Board, contributing to the
development of a national food strategy.
We welcome the collaborative and cross-
functional approach being taken through
this forum.
We remain committed to supporting
consumers in making healthier and
more sustainable choices, and have seen
increasing demand for functionally healthy
products. This area will continue to expand
and forms a key part of our development
pipeline for the years ahead. However, the
extent that we can deliver this, depends on
consumer uptake and retailer adoption.
Whilst many challenges remain, we are
confident that through collective effort and
continuous improvement, we can provide
great food that is accessible, affordable,
appealing and sustainable, to our customers
and consumers.
Sustainability continued
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Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Sustainable Packaging
Packaging is a vital component of our
business – it protects our products, preserves
shelf life, and helps to reduce food waste. Our
ambition remains firmly focused on reducing
plastic use, improving recyclability, and
supporting a more circular economy, in line
with the UK Packaging Pact.
We have made strong progress towards our
2025 plastic packaging targets. In FY25, 98.6%
of our primary plastic packaging by weight
was reusable, recyclable or compostable,
as defined by On-Pack Recycling Labelling
(‘OPRL’) guidelines. While some packaging
materials are currently classified as non-
recyclable under OPRL guidelines, we remain
committed to achieving full recyclability.
Progress has also been made on increasing
the average amount of recycled content
in our packaging which stands at 55.9%,
exceeding our 30% target. This was driven by
improved availability of recycled plastic used
in rigid pots, tubs and trays.
We achieved our single-use plastic target
by removing all plastic cutlery and black
plastic, eliminating 100% of problematic
or unnecessary single-use plastic from our
primary packaging.
This year, we started a series of sustainable
packaging initiatives, which we expect to have
a positive impact on our overall packaging
footprint as a business.
Key activities in FY25 included:
• Invested in converting rigid clear plastic
lids on chilled salads to light weight
lidding film.
• Used ‘linerless’ paper labels on some poke
bowl salads to cut use of plastic tamper
tabs – offering great shelf presence and
quality perception as well as reducing
label material.
• Switched glass jar pickle labels from
plastic to paper.
• Reduced the width and overall
carton board tonnage on chilled
ready meal sleeves.
The packaging landscape is complex and
rapidly evolving, with innovation, technology,
legislation and changing consumer
expectations, continually shaping both
Greencore’s and our customers’ priorities.
Looking ahead
Healthy and Sustainable Diets
• Drive delivery of customer
specific reformulation initiatives
focused on positive nutrition
and NPM score improvements.
• Revisit our metrics and
targets to reflect UK
Government ambition and
changing retailer strategies.
• Continue to onboard the
Mondra platform internally with
our commercial teams and with
relevant customers to support
product-level decarbonisation.
Sustainable Packaging
• Enhance collaboration with
suppliers to drive innovation
across existing and emerging
materials to deliver a step change
in approach and thinking.
• Support strategic packaging
initiatives that are right for
our customers, the planet
and Greencore’s ambitions
in this area.
• Agree a new set of packaging
targets as the UK Plastics
Pact 2025 draws to a close
and continue to monitor
government policy, legislation
and best practice to inform
future metrics.
50
Greencore Annual Report and Financial Statements 2025
Warrington
Line Operative
People at the Core
Our colleagues, agency staff and contractors are critical to the success of our business.
By keeping them safe, nurturing our talent and protecting those in our communities,
we put people at the centre of The Greencore Way.
Our approach to people considers several
different groups and spans a range of key
areas, all of which contribute to Greencore’s
business performance and reputation.
Health, safety and wellbeing
Over the past year we have strengthened
our health, safety and wellbeing framework,
delivering improvements that reduce risk
and reinforce accountability.
Building on the Hearts and Minds and iCycle
initiative (‘I Care, I Connect, I Commit, I Check)
to enhance colleague engagement in safety
practices, we have embedded greater
ownership of safety at all levels, underpinned
by clear standards, enhanced assurance over
health and safety compliance, and a strong
focus on critical risks.
Our targeted programmes have also
progressed in high-risk areas. Electrical safety
improvements have strengthened standards,
including our machinery isolation process.
Workplace transport risks have also been
reduced through reviews, infrastructure
changes and internal awareness campaigns.
This year, we further strengthened our
approach to colleague health and wellbeing,
reinforcing the support available to
colleagues. The Occupational Health team
improved case management efficiency,
enhanced access to early intervention, and
provided more guidance to managers. We
also enhanced our mental health support,
by increasing the visibility of wellbeing
resources, and embedding more robust
processes for managing complex cases.
These efforts help ensure colleagues
are supported in preventing ill-health
and achieving recovery, reinforcing our
commitment to a workplace where
everyone can thrive.
Our Reportable Accident Frequency Rate
increased slightly compared to last year,
from 0.18 to 0.21 per 100,000 hours.
This increase was primarily due to a modest
rise in lower-severity incidents such as slips,
trips and falls, and manual handling injuries.
All affected colleagues have fully recovered,
and no incidents were linked to critical
risks. However, this increase reinforces the
importance of maintaining focus on everyday
safety behaviours.
In response, we have established dedicated
working groups on slips, trips and falls,
manual handling, and electric pallet truck
safety to strengthen controls, enhance
safeguards, and share best practice across
sites. These initiatives demonstrate our
commitment to learning from incidents and
continuously strengthening safety across
our sites.
Human rights in our direct operations
Raising awareness and engagement in
human rights risks remained central to our
efforts in FY25, and under the leadership
of both the central Sustainability team and
our Plan Owner in Human Resources, we
significantly moved this agenda forward.
As part of internal awareness raising on
modern slavery and labour exploitation
risks, we developed a suite of materials
highlighting the key risks and warning signs,
including banners, posters, and videos,
and we refreshed our induction training.
At the Operations, Technology and
Sustainability (‘OTS’) leadership team
conference in August, our Human Rights
team led a session with support from a lived
experience modern slavery consultant. This
created an impactful opportunity for senior
leaders to engage directly with the realities
of exploitation and reinforce their role in
ensuring it remains a critical area of focus
for the business.
We updated our Human Rights Policy,
building on elements of our HRDD
framework, alongside a new Supplier
Code of Conduct providing further clarity
of expectations our suppliers – such as
labour, security and catering providers – are
expected to uphold, as well as best practices
we strongly encourage them to adopt.
Sustainability continued
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Greencore Annual Report and Financial Statements 2025
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To strengthen oversight of labour and
third-party service providers, we updated
our internal ethical audit programme,
placing greater emphasis on worker
testimony. To support this, we upskilled
52 colleagues from Human Resources,
Learning and Development, Talent
Acquisition and Technical, on speaking
directly with workers to help identify hidden
issues. We also continued the expansion
of our human rights programme into
our logistics network, with more audits
to follow in FY26.
Inclusion and Diversity
Our action plan continues to focus on
inclusive leadership, giving colleagues
a voice, attracting diverse perspectives,
creating opportunities for people to reach
their potential, and ensuring transparency.
We believe that this creates a culture
where colleagues can thrive and as a result,
contribute to better business decisions.
FY25 activities continued to focus on our
three priority areas of gender, ethnicity
and age. This included extensive colleague
engagement around how we can remove
barriers and improve the workplace for
underrepresented groups, leading to an
ethnicity-focused plan of action.
We continued to invest in improving the
environment for women, becoming founding
signatories of The Food Business Charter and
pledging to improve female representation.
We expanded policies to cover fertility and
child loss. Our investment in menopause
awareness continued and we trained 150
menopause champions to equip them with
the tools to engage colleagues at a local
level. In addition, our progress on gender
equity resulted in us being ranked as a top
UK employer in the Gender Equity Index by
Women in Work for the second consecutive
year. By the end of the financial year, 39% of
all colleagues were female.
We continued to leverage our colleague
catalysts groups with executive sponsorship
to support colleague-led engagement
activities around gender, age and ethnicity.
The Board endorsed and engaged in various
initiatives this year including leadership
education and colleague listening groups.
Leadership education continued to be a
major focus in the year. We successfully
met our target to train 800 of our hiring
managers on fair selection processes,
managing bias, and promoting balance in
hiring decisions. We also invested in Race
and Allyship education with The Diversity
Trust for our most senior leaders.
Communities
We continue to work closely with our
core charity partners FareShare, the Felix
Project, The Bread and Butter Thing and
The Company Shop (including Community
Shop), as well as charities local to our sites.
Redistributing our surplus food continued to
be a priority. While we are working to reduce
food waste through ongoing operational
improvements, when surplus does occur
we aim to make sure it goes to a good
cause wherever possible. This year we have
redistributed 413 tonnes of surplus food,
which is the equivalent of 984,201 meals.
We partnered with our customer Sainsbury’s
on the Coronation Food Project again
this year to produce one million meals for
FareShare. As part of Sainsbury’s work with
Comic Relief, 25p from every Sainsbury’s
Italian-style ready meal sold, helped fund the
production of the meals for FareShare, who
then distributed them through their network
of over 8,000 charities.
In our own network, we have continued to
expand our colleague shop concept, giving
colleagues the opportunity to buy heavily
discounted Greencore products across our
ranges in on-site shops. This remains a focus
for further development next year.
In partnership with Neighbourly, which
connects businesses looking to do more in
their local communities, with the UK’s largest
network of local charities and community
groups, we have committed to rolling out
a colleague volunteering programme. Two
trial sites and one central function (covering
around 1,200 colleagues in total), are
confirmed to take part, with the trial set to
begin in early FY26.
Looking ahead
Health, safety and wellbeing
• Maintain focus on critical risks,
including electrical safety,
workplace transport and
process safety.
• Further advance health and
wellbeing as the foundation
of a resilient, high-performing
organisation.
Human rights in our
direct operations
• Develop human rights training
for operational teams to
reinforce ethical compliance,
build confidence to raise
concerns, and strengthen
ownership of human rights
and modern slavery risks.
Inclusion and diversity
• Continue focus on priority
areas of gender, ethnicity and
age, measuring progress across
these areas.
• Provide ongoing education for
colleagues and leaders, and
deepen understanding of barriers
and biases.
Communities
• Trial our volunteering
programme across three
business areas (approximately
1,200 colleagues) and scope
wider business roll-out.
• Develop the colleague shop
programme with a view to
broadening the concept across
more of our sites.
Gender diversity metrics
Male Female
Other/Prefer
not to say
Across the Group
FY25 60.19% 39.40% 0.41%
FY24 60.36% 39.31% 0.33%
No. of colleagues (FY25) 8,002 5,238 55
At Board level
FY25 50% 50% 0%
FY24 50% 50% 0%
At Group Executive Team level
FY25 75% 25% 0%
FY24 86% 14% 0%
At Group Executive Team direct reports level (-1)
FY25 64% 36% 0%
FY24 64% 36% 0%
Across Group subsidiary boards
FY25 72% 28% 0%
FY24 72% 28% 0%
52
Greencore Annual Report and Financial Statements 2025Greencore Annual Report and Financial Statements 2025
Task Force on Climate-related
Financial Disclosures (‘TCFD’)
Greencore understands the importance of identifying, assessing and responding to climate-related
risks and opportunities to support sustainable business growth. While climate change is recognised in
the Group’s emerging risk watchlist and several principal risk disclosures, it also presents opportunities
through more sustainable practices and new commercial propositions.
Introduction
As a food business with operations in the UK
and a global supply chain, we recognise that
climate change will create additional physical
and transition risks, as well as opportunities
across our value chain. There are several risks
and opportunities associated with climate
change that are impacting the food industry.
In the near-term, an increasing frequency
and severity of extreme weather events,
including droughts, floods, and heatwaves,
are already directly impacting agricultural
yields and livestock health, and could also
increase disease risks and biodiversity loss.
Whilst our work in this area continues to
evolve, we have deepened our focus through
enhanced understanding and visibility of the
risks and opportunities presented by climate
change, alongside the development of action
plans to enhance business resilience.
We continue to strengthen our alignment with
the TCFD’s recommendations and further
embed climate-related risk and opportunity
management across the business. As such,
we anticipate that our disclosures will mature
and expand over time.
Summary of progress
A summary of our FY25 activities to both
mitigate climate-related risks and respond
to opportunities:
• Supply chain resilience review –
introduced an annual review at Group
Executive Team level to assess exposure
to climate-related risks and other
potential disruptions, such as geopolitical
events or regulatory change. The review
identifies areas of emerging vulnerability
and informs actions to strengthen supply
chain resilience.
• Flood risk planning – completed an
in-depth review at one of our highest-risk
sites, with plans to extend this process to
other high-risk manufacturing sites.
• Senior-level visibility and engagement–
conducted climate risk deep dives at both
the Audit and Risk Committee (‘ARC’) and
the Risk Oversight Committee (‘ROC’) to
strengthen oversight at Board and Group
Executive Team level.
• Operational resilience action planning –
developed measures to address identified
physical and transition risks, including
flood risk assessments, plant maintenance
and refrigeration upgrades.
• Strategic capex alignment – invested
£13.4m in projects with a sustainability or
climate change benefit. Of this amount,
£4.1m principally related to energy
projects and solar projects.
• Scope 3 supplier engagement –
established a long-term partnership with a
food sector carbon specialist to improve
the accuracy of supplier emissions data and
capture the impact of their decarbonisation
activities in our Scope 3 reporting.
Compliance statement
This disclosure (and the information available
at the locations referenced herein) has been
prepared in compliance with the Financial
Conduct Authority Listing Rule (LR 6.6.6R(8)),
consistent with the recommendations of
the TCFD.
In preparing the disclosures, we also
considered the TCFD Supplemental
Guidance for Non-Financial Groups and
specifically the Agriculture, Food, and
Forest products group. This is reflected
in our approach to scenario analysis, our
consideration of physical risk exposure
and use of metrics.
TCFD
53
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
TCFD index
TCFD pillar and recommended disclosure Page reference
Governance
1. Describe the Board’s oversight of climate-related risks and opportunities
53
2. Describe management’s role in assessing and managing climate-related risks and opportunities
54
Strategy
3. Describe the climate-related risks and opportunities the organisation has identified over the short-, medium-, and long-term
57 to 61
4. Describe the impact of climate-related risks and opportunities on the organisation’s business, strategy, and financial planning
57 to 61
5. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including
a 2°C or lower scenario
57 to 61
Risk management
6. Describe the organisation’s processes for identifying and assessing climate-related risks
62
7. Describe the organisation’s processes for managing climate-related risks
63
8. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s
overall risk management
62
Metrics and targets
9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and
risk management process
57 to 61
10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (‘GHG’) emissions and the related risks
63
11. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets
63 and 64
Governance
Strong governance across the Group is
essential to helping us act on our climate-
related risks and opportunities. The Group’s
well-established governance structure
supports informed business decision-
making related to climate change. The
Group recognises that management and
strong oversight of our Better Future Plan
will support climate-related risk adaptation
and mitigation and lead to climate-related
opportunity identification and realisation.
Board oversight
Greencore Group plc Board
The Board has overall accountability for
risk management, and climate-related risk
evaluation is embedded into the Group’s
Enterprise Risk Management (‘ERM’)
practices. Ultimate accountability for the
oversight of the Group’s Sustainability
Strategy also sits with the Board which
includes strategic delivery, and consideration
of climate-related risks and opportunities.
The Board delegates responsibility for these
areas to the Audit and Risk Committee
and Sustainability Committee respectively,
and receives summary updates from the
Committee meetings.
Sustainability Committee
The Sustainability Committee has delegated
responsibility for overseeing the Group’s
Better Future Plan. The Committee
provides oversight and counsel, ensuring
the sustainability agenda, which includes
climate-related considerations is led,
supported and managed appropriately by the
Group Executive Team and senior leaders.
The Sustainability Committee met four
times during FY25 and received in-year
performance updates for our climate-related
metrics as well as broader strategic updates
on areas such as energy, water and Scope 3
as part of these meetings.
The Sustainability Committee challenges
management on their approach to meeting
climate-related targets including their
consideration of appropriate strategic
planning and resourcing. The report on the
activities of the Sustainability Committee
during FY25 is included on page 122.
Audit and Risk Committee
The Audit and Risk Committee (‘ARC’) has
delegated responsibility for overseeing the
effectiveness of risk management processes
and controls, including the principal risks that
are influenced by the impacts of climate
change, the most notable being that related
to Supply Chain Disruption and Resilience
(on pages 32 to 40).
During FY25, the ARC received a climate
risk deep-dive session which provided the
Committee with an overview of climate risk
insights, analysis, and mitigation activities,
which ensured that the Board were engaged
with and endorsed the approaches being
pursued. The ARC also ensures financial
reporting disclosures of risks including
climate-related risks are fair, balanced and
understandable. The report on the activities
of the ARC specific to climate-related risks
is included on page 92.
Remuneration Committee
The Remuneration Committee has
responsibility for reviewing the appropriateness
of the remuneration framework and ensuring
that specific climate-related metrics have
been considered and included in the annual
incentives for the Group Executive Team and
wider colleagues.
The FY25 Annual Bonus Plan included
targets related to Scope 1 and 2, water
and food waste reduction. Scope 1 and
2 carbon emissions reduction has also
been embedded in the FY25 Performance
Share Plan to strengthen the link between
executive performance and our climate-
related targets.
Further information on the activities of the
Remuneration Committee can be found on
pages 98 to 121.
54
Greencore Annual Report and Financial Statements 2025
Greencore Group plc Board of Directors
Remuneration
Committee
Audit and Risk
Committee
Sustainability
Committee
Nomination and Governance
Committee
Risk Oversight Committee Sustainability Oversight Committee
Group Executive Team
Nomination and Governance Committee
The Nomination and Governance Committee
is responsible for Board succession
planning and ensuring that the Board has an
appropriate mix of skills to drive the Group’s
strategy, including considerations related to
climate change.
Management’s role
Group Executive Team
Executive responsibility for strategic climate
risk and opportunity oversight resides with
the Group Chief Executive Officer and the
Chief Strategy, Planning and Development
Officer. Better Future Plan executive sponsors
are responsible for embedding climate
considerations into their respective functions
where relevant, and for advancing actions to
address climate-related risks and opportunities.
Risk Oversight Committee
Climate-risk is governed through a risk-
led approach, with oversight provided by
the Risk Oversight Committee (‘ROC’) and
reported to the Board via the ARC. The ROC,
made up of the Group Executive Team, the
Director Internal Audit, Risk, Controls and
Compliance, and senior risk leads, meet
quarterly to review and assess the Group’s
risk landscape.
Although not every ROC meeting will
explicitly consider climate-related issues,
they consolidate and review risk inputs
from across the business which incorporate
broader operational, market, and regulatory
factors that inherently capture many of the
downstream impacts of climate change.
Sustainability Oversight Committee
The Sustainability Oversight Committee
(‘SOC’), supports the Group’s Better Future
Plan on overall programme direction,
decisions, and risks and opportunities which
includes those related to climate change.
The SOC is comprised of business leads from
Finance, Risk and Resilience, Commercial,
Technical, Company Secretarial, IT and
Strategy functions.
Strategy
Climate-related risks, opportunities
and their impacts
Climate change is not always considered as a
discrete strategic theme. However, strategic
decisions take account of pressures such
as energy cost volatility, evolving customer
and retailer expectations, regulatory
developments and resource availability – all
of which are affected by a changing climate.
Risks and opportunities are prioritised based
on the materiality of their potential financial
impact on the Group and its value chain, as
well as the level of certainty around potential
consequences and the range of strategic
or operational responses available.
The Group recognises the impacts of a
changing climate as an integral part of its
strategic and operational context which is
considered alongside commercial, financial,
and operational drivers when the Board
evaluates strategic opportunities.
Transitioning to a low-carbon
economy
Progress against our science-based carbon
reduction targets is managed through our
Better Future Plan, primarily through the
approach taken to Net Zero Operations (see
page 46) and Scope 3 (see page 44).
Summary of risks and opportunities
The Group faces a range of climate-related
risks and opportunities summarised below,
that vary in nature and severity depending on
assumptions about different possible futures,
often over timeframes much longer than the
Group’s typical planning horizons.
Risks and opportunities are summarised and categorised below.
Risks
Availability and price of raw materials – reduced availability and/or increased cost of raw materials
P
T
Operations and infrastructure – disruption, damage, or loss of manufacturing and distribution sites
P
Consumer preferences – changes in consumer preferences reducing demand for existing product portfolio
P
T
Increased financial costs – carbon pricing and transition investment risks
T
Opportunities
Business resilience – embedding more sustainable business practices and efficient production processes
T
P
Physical – direct impacts of climate change on operations and
supply chains from changing weather patterns or extreme events
T
Transition – broader economic, policy, and market shifts linked to
the low-carbon transition
TCFD continued
55
Greencore Annual Report and Financial Statements 2025
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Climate scenarios and time horizons
Scenario analysis approach
In FY24, the Group conducted its second
climate scenario analysis in partnership with
external climate specialists. The analysis
included interviews with functional leads
and senior stakeholders from Finance,
Procurement, Commercial, and Operations,
alongside a review of industry guidance and
insights from climate and industry experts.
The scenarios are based on the Business
for Social Responsibility Climate Scenarios:
Food, Beverage, and Agriculture, which build
from the Network for Greening the Financial
System (‘NGFS’) scenarios. NGFS scenarios
are widely recognised and draw on robust
inputs, including the Intergovernmental
Panel on Climate Change (‘IPCC’) data, NGFS
publications, and government reports. Insights
from peer approaches were also incorporated,
and each scenario aligns with defined
Representative Concentration Pathways.
Scenario selection
Three scenarios were chosen to provide
a range of plausible and challenging futures
in line with TCFD recommendations.
Scenarios include an ambitious <2°C pathway
alongside higher warming cases, to inform
strategic understanding of potential business
impacts and the resilience of the business
under different climate and policy conditions.
Our scenario analysis considered both
qualitative and quantitative climate impacts,
as well as opportunities for future business
performance. This informed the Group’s
risk identification process and was applied
to the most significant climate-related risks
that management had identified through
a bottom-up review.
Scope of analysis
The analysis covered Greencore’s
manufacturing and logistics property portfolio
as well as the ‘top 25’ spend categories across
ingredient and packaging procurement. The
analysis assessed the potential unmitigated
impact on the Group and its supply chain
under each climate scenario.
Time horizons
To ensure a consistent approach to assessing
climate-related risks and opportunities, the
Group applies defined short-, medium-, and
long-term horizons.
Climate scenarios (in order of increasing likelihood)
Smooth Transition (less probable): Global action is taken quickly to cut emissions and
keep temperature rise well below 2°C, aiming for 1.5°C. Governments bring in policies early
and steadily tighten them, giving businesses time to adapt. Transition risks are higher in the
short-term, as suppliers and industries invest in low-carbon solutions, but physical climate
risks (like extreme weather) are much lower in the long-term.
Delayed Transition: Action to cut emissions is postponed until after 2030, then policies
are introduced suddenly and stringently to limit warming to around 2°C. This creates high
transition risks, with sharp changes to regulation and costs, while physical risks also rise due
to higher emissions in the meantime.
Hot House World (current trajectory): Little further action is taken beyond current policies,
leading to more than 3°C of warming. Transition risks are low because there is limited policy
change, but physical risks become severe, with major disruption to weather patterns, crop
yields and ecosystems.
Resilience assessment criteria
We use the following criteria to assess Greencore’s resilience under each of the above scenarios for the identified risks.
High: Financial pressures can be accurately forecast, planned for, and/or mitigated against within financial performance; operational infrastructure
can be adapted effectively to ensure resilience against the impacts of climate change; and commercial product portfolios can be adapted,
remain relevant, and maintain competitiveness.
Medium: Climate-related financial risks can be partially forecast and offset, but are unable to be fully integrated into financial planning;
some impacts on operational infrastructure can be risk assessed and mitigated, but this may be uneven, incomplete and reactive; and
some commercial adaptation of product portfolios is possible but this is not sustained and does not translate to retained or renewed
competitive advantage.
Low: Financial impacts are unable to be budgeted for or suitably evaluated in investment decisions, with cost shock exposure remaining;
operational infrastructure remains vulnerable to climate disruption with limited adaptation options; and ability to adapt commercial offering
to evolving consumer preferences is low, leading to reduced competitiveness and market relevance.
Time horizons are based on asset lifecycles,
strategic sustainability commitments,
2030 SBTi targets and our 2040 Net Zero
commitment, and are used alongside the
climate scenarios to evaluate how risks and
opportunities may evolve over time.
This provides a consistent basis for assessing
risks, opportunities, and mitigation priorities.
Most of the risks and opportunities we face
are possible or likely in each timeframe, albeit
to varying degrees of severity.
Climate scenarios and
time horizons identified
The analysis indicated that the most likely
risks would materialise in a Hot House World
scenario, which aligns most closely with
the existing policy environment. Greencore
therefore considers the Hot House World
scenario to be ‘business as usual’ and focuses
its risk response activities on the impact
of this pathway. The Smooth Transition
scenario represents an ambitious pathway
aligned with international climate goals but
is considered less probable based on the
current pace of global decarbonisation.
However, it has been retained in line with
TCFD guidance to model at least one below
2°C scenario.
Time horizons
S
Short-term (0–<5 years)
Aligned to typical capital expenditure
payback periods, useful life of assets linked
to our Better Future Plan commitments, and
the Group’s longer-term financing strategy.
M
Medium-term (5–<15 years)
Aligned to the useful life of plant and
machinery, Scope 1, 2 and 3 2030 SBTi
targets, and extending beyond immediate
planning cycles.
L
Long-term (15–25 years)
Aligned to the useful life of infrastructure
assets and the Group’s overall 2040
Net Zero commitment.
56
Greencore Annual Report and Financial Statements 2025
Exploration of climate impacts under each scenario
The Group has assessed how its key climate-related risks and opportunities may be affected under different climate scenarios. The table below
provides a qualitative view of how these impacts could materialise.
Smooth Transition (well below 2°C) Delayed Transition (2°C) Hot House World (over 3°C)
Risks
Availability and price of raw
materials – reduced availability and/
or increased cost of raw materials
Near-term costs rise as suppliers
invest in low-carbon production,
but long-term supply is more stable.
Some crop yield reduction and
harvest failures still likely due to
existing levels of warming.
Extreme weather disrupts crop
yields before adaptation is complete,
driving volatility in supply and prices.
Sudden policy shifts post-2030
cause sharp medium-term price
increases. Producers face pressure
to invest rapidly, passing on costs to
Greencore.
Severe climate impacts reduce
crop yields, leading to sustained
shortages and significant cost
inflation.
Operations and infrastructure–
disruption, damage, or loss
of manufacturing and
distribution sites
Enhanced building and asset
resilience standards, along with
resilience investments, increase
near-term costs, but long-term
physical risks from flooding and
sea-level rise, while still present,
are less severe.
More frequent flooding and
heatwaves cause site disruption
before adaptation is complete; later,
sharp policy changes raise costs and
investment requirements.
Severe and frequent flooding,
sea-level rise, and prolonged
heatwaves increase the likelihood
of site disruption, repair costs and
production losses. Some sites in
higher risk areas become untenable.
Consumer preferences – changes
in consumer preferences reducing
demand for Greencore’s existing
product portfolio
Demand may shift towards low-
carbon products more quickly,
requiring faster portfolio changes.
Risk is reduced through proactive
investment in healthy and
sustainable products and packaging.
Transition delays create uncertainty
in demand trends or more sudden
shifts, making portfolio planning
more difficult.
Consumer demand may shift
sharply if climate impacts intensify,
potentially reducing demand for
carbon-intensive products.
Increased financial costs –
carbon pricing and transition
investment risks
Carbon pricing and compliance
costs increase steadily, and
potentially materially, as
policies tighten.
Abrupt policy changes increase
costs significantly in the mid-term.
Direct financial costs from transition
policies are lower, but physical
damage and disruption drive higher
overall cost pressures.
Opportunities
Business resilience – embedding
more sustainable business practices
and efficient production processes
Efficiency gains from embedding
sustainable practices reduce costs
and support long-term resilience.
Investments in resilience and
adaptation may create efficiency
improvements and strengthen the
business against volatility, whilst
also positioning the Group ahead
of peers.
Strong resilience investments
protect operations and supply,
creating long-term value even under
severe climate conditions.
Climate risks and opportunities:
impacts and resilience of the Group
The Group’s climate risk and opportunity
assessment identified a range of potential
impacts – both positive and negative- that
could influence our operations, supply chain,
and markets over the short, medium, and
long-term. This section provides more detail
on these, the impacts to the business and the
extent of the Group’s resilience.
Detailed assumptions or quantified financial
estimates have not been disclosed under
each climate scenario, reflecting the inherent
uncertainty in modelling future climate-
related outcomes at the level of specific risks
and opportunities. The Group will continue
to review its approach as methodologies
develop, and industry practice evolves.
Financial impacts on the business
The Group determines the potential
financial impact of climate-related risks
and opportunities using thresholds based
on their potential impact on Adjusted
Operating Profit.
Impact Financial range
High
Greater than £10m
Medium
£5m to £10m
Low
Less than £5m
Although we are not yet in a position to link
these impacts to specific financial statement
lines, we recognise that providing further
clarity on the financial implications of
climate-related risks and opportunities would
enhance our disclosures. Over time, we will
continue to explore how best to develop
this approach as our internal capabilities
and scenario analysis mature.
The Group has assessed the potential
financial impacts of climate-related risks
and opportunities based on the timing of
when they are most likely to crystallise.
However, specific estimates of financial
impact by time horizon (short, medium and
long-term) have not been disclosed due
to the inherent uncertainty of modelling
long-term consumer, market and climate
dynamics. Further work will be undertaken
as methodologies develop, and industry
practice evolves.
TCFD continued
57
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Risks
Availability and price of raw materials
P
T
Reduced availability and/or increased cost of raw materials
Climate change will increase extreme weather and alter climate patterns, reducing crop and raw material yields. This may lead to supply
shortages and higher costs, further amplified by suppliers passing on expenses from low-carbon transitions.
Time horizon
S
M
L
This risk is expected to arise in the short to medium-term, as suppliers face transition costs and extreme weather affects commodity
yields. Over the long-term, the impact will depend on the global response to climate change: in orderly or delayed transition scenarios,
costs should stabilise and physical risks remain partly contained, while in a ‘Hot House World’ scenario, lower transition costs are offset
by increasing long-term physical impacts such as more severe weather events, reduced yields, and supply chain disruption.
Impact on the business, strategy and financial planning
Potential unmitigated financial impact: High
Analysis shows that flooding and drought pose a potentially high
financial impact on raw material costs across all time horizons and
scenarios if left unmitigated. Transition costs, such as suppliers
moving to lower-carbon and more resilient production methods
are also expected to increase and be passed through the value
chain, creating further upward pressure on raw material costs
if left unmitigated.
Observed impacts in FY25
Our strategic sourcing planning and agile supply chain meant that
we experienced no material supply shortages or price spikes that
impacted our ability to service customers or maintain margins.
Strategic and operational response
In FY25, the Group launched an annual ‘Supply Chain Resilience’
review with the Group Executive Team to assess risks and identify
sourcing actions to strengthen resilience. Climate disruption,
alongside other risks such as geopolitics and supplier finances, are
factored into strategic sourcing plans. Procurement, Sustainability,
and Risk and Resilience teams jointly review the Group’s highest-
risk commodities and propose mitigating actions, aligned with the
budget cycle to capture cost implications.
In addition, subject matter experts monitor commodity markets and
maintain strong supplier relationships, enabling rapid sourcing from
alternative suppliers. Mechanisms are also in place to pass increased
costs on to customers, helping to protect margins.
While these measures strengthen resilience, some residual risk
remains from external shocks, such as extreme weather events
or global supply shortages, which may not be fully mitigated.
In such scenarios, the Group will be dependent on alternative
sourcing arrangements and cost-pass through mechanisms
to protect profit margins.
Impact on financial planning
Financial planning processes incorporate measures to manage
cost volatility and margin pressures. Procurement budgeting and
forecasting cycles include assumptions for ongoing cost increases.
Established practices such as cost forecasting, alternative sourcing,
and supplier price agreements are embedded in the Group’s standard
financial discipline to support resilience and protect margins.
Related metrics and targets
The Group’s Procurement team assesses climate-related risks across
its 50 major ingredient and packaging categories to understand
potential impacts on availability and cost. We are considering the
development of external metrics, such as cost and price exposure
and supplier resilience to strengthen how we monitor and report
on supply chain climate risk in future years.
Link to Group strategy
Ensuring reliable and cost-effective access to raw materials is central
to the Group’s ability to deliver Great Food for customers and
maintain long-term competitiveness.
While the business does not typically label these challenges as
climate-related, our sourcing strategies already address, at least
in the short-term, the downstream effects of climate change, such
as crop variability, supply disruption and supplier cost pressures,
as part of good business practice.
Resilience under climate scenarios
Resilience assessment
Across all scenarios, material impacts on the availability and/or cost of raw materials are expected. The Group has considered how the risk
of reduced availability and increased cost of raw materials could manifest under different climate scenarios, and the extent to which existing
mitigation measures provide resilience.
Smooth Transition: High
Diversified sourcing and progression
towards sustainable practices support
resilience, though margins may tighten as
suppliers move to low-carbon methods.
Delayed Transition: Medium
Supplier diversification and investment
in low carbon production strengthen
resilience, though sharp cost increases
and supply volatility remain, with mid-term
physical risks potentially driving shortages
and price pressures.
Hot House World: Medium
Long-term adaptation of the product
portfolio, commodity mix, and strategic
sourcing arrangements, supported by cost
pass-through mechanisms, underpins
ongoing business model resilience.
58
Greencore Annual Report and Financial Statements 2025
Risks continued
Operations and infrastructure
P
Disruption, damage, or loss of manufacturing and distribution sites
A changing climate is likely to bring sea level rise, flooding, and other extreme weather events, which may damage manufacturing and
distribution sites. More frequent heatwaves could also strain refrigeration systems, disrupt operations and lead to product loss.
Time horizon
S
M
L
The risk of disruption, damage, or loss to manufacturing and distribution sites spans all time horizons. They may emerge in the
short-term and are expected to intensify over the medium to long-term, with some sites already identified as being vulnerable
to flooding and heatwave disruption.
Impact on the business, strategy and financial planning
Potential unmitigated financial impact: High
The most significant risks to sites arise from flooding, sea level rise,
and heatwaves impacting refrigeration. These events could lead
to major repair costs, investment in additional refrigeration, loss of
sales from extended manufacturing disruption and worst case, site
closures. Heatwave impacts may also cause raw material or product
losses and higher energy use.
If left unmitigated, the financial consequences could be material
across all scenarios, although increasing over time – with extended
site closures or production downtime resulting in revenue losses
equivalent to several weeks of output, alongside emergency repair
costs, product or material write-offs.
Observed impacts in FY25
We experienced no material loss or disruption to site operations
resulting from climate-related events in FY25.
Strategic and operational response
Flood risk assessment and business continuity
The Group has strengthened resilience at some of our high-risk
flood-exposed sites. At a high-risk site with a history of flooding,
the Group Executive Team reviewed the flood resilience plan
considering local defence strategies and site-level measures such
as elevating equipment and enhancing incident management. Flood
modelling for all sites has been revalidated following the latest UK
Government assessments, with further reviews under consideration.
Residual risk remains, as severe floods could still disrupt operations,
particularly as the timing of public investment in flood protection is
outside the Group’s control, potentially leading to temporary closures
or production disruption. Business continuity plans and insurance
help to mitigate against flooding and heatwave disruption*.
Site maintenance and capital investment
In FY25, the Group tendered a new refrigeration maintenance
contract to ensure reliable cooling. As part of regular capital
renewal, refrigeration plant requirements are evaluated against
climate and heatwave risk, and future-proofed where necessary.
Residual risk remains, as prolonged heatwaves could still overwhelm
systems, causing product loss, higher energy use, and operational
disruption. Comprehensive business interruption and property
insurance mitigate potential financial losses*.
Impact on financial planning
Maintenance and Strategic Capital Expenditure are incorporated
into the annual budget and reflected in financial metrics such as
Free Cash Flow, Free Cash Flow Conversion, Net Debt leverage and
Return on Invested Capital (‘ROIC’). These metrics support financial
forecasts and resilience assessments by accounting for the cost of
asset maintenance, protection and investment in new technology.
The Group also undertakes an annual reassessment of insurance
to maintain adequate cover over time*.
Related metrics and targets
The Group currently tracks operational resilience through
existing processes, including site flood risk assessments, incident
management plans, and capital investment in critical assets, rather
than specific climate-related metrics. The Group will explore
new indicators to quantify and monitor climate resilience more
systematically in future reporting cycles.
In FY25, the Group maintained excellent service levels above 99%
with no material impact on production.
Link to Group strategy
Maintaining resilient operations is essential to meeting customer
demand and delivering on Great Food and Lasting Partnerships.
While not framed as climate risks, investment in site resilience
and continuity planning is embedded in good business practice,
supporting uninterrupted production and asset and employee
protection, and underpins the Group’s financial performance.
* Subject to insurance policy terms, conditions and limits. Any claim will be assessed
on its specific circumstances with reference to the policy.
Resilience under climate scenarios
Resilience assessment
The Group has reasonable short-term resilience, supported by site incident planning, flood reviews, and refrigeration maintenance. However,
severe flooding or prolonged heatwaves could still exceed system capacity, and without continued mitigation, medium- to long-term
exposure remains significant.
Smooth Transition: High
Some near-term costs may arise from
investment in site resilience, but overall
disruption is less severe compared with
other scenarios.
Delayed Transition: Medium
Flooding and heatwave risks increase, and
site-level resilience measures such as flood
planning and refrigeration upgrades may
not fully prevent disruption, leading to more
frequent site interruptions and higher costs.
Hot House World: Medium
Severe flooding, storms and heatwaves
could exceed site resilience measures.
While ongoing improvements may not avert
disruption, they could mitigate impacts,
and long-term site portfolio evolution may
provide some renewed resilience.
TCFD continued
59
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Risks continued
Consumer preferences
P
T
Changes in consumer preferences reducing demand for Greencore’s existing product portfolio
As climate awareness grows, consumer demand for lower-carbon products may grow. Changing weather patterns and seasonal shifts may
also alter demand and sales cycles, while higher costs from yield loss or regulation could further impact Greencore’s portfolio.
Time horizon
M
L
This risk is most likely to crystallise in the medium-term and beyond, as climate awareness, government policy and retailer requirements
begin to shape consumer demand more directly.
Impact on the business, strategy and financial planning
Potential unmitigated financial impact: Medium
If not addressed or properly monitored, shifts in consumer
preferences could reduce demand for certain categories within
Greencore’s portfolio, leading to potential reduced sales volume,
revenue loss, customer dissatisfaction.
Observed impacts in FY25
No material changes in consumer demand specifically linked to
climate-related factors were observed in FY25. The Group continues
to monitor category performance, retailer requirements and
seasonal demand trends as potential early indicators of future shifts.
Strategic and operational response
Greencore manages exposure to changing consumer and retailer
preferences by:
• Introducing the Mondra platform to provide commercial teams
with insight into the approach to test product scenarios monitor,
improve and communicate product environmental performance.
• Monitoring market trends through ongoing research and analysis,
regularly reviewed by the Commercial leadership team and
Group Executive Team.
• Adapting production strategies and product innovation in close
collaboration with customers.
• Developing new products and formulations and considering the
recruitment of a nutritionist to enhance capability in healthy and
sustainable diet innovation.
These actions help reduce the risk of misalignment with consumer
preferences, though rapid or unexpected shifts in demand or retailer
ranges could still create revenue or margin pressure if the Group
is unable to adapt quickly enough.
This risk also presents an opportunity for Greencore. As consumers,
retailers, and policymakers place increasing focus on health and
climate, Greencore can innovate through reformulation and lower-
carbon product development, supporting a shift towards more
sustainable and lower-carbon diets and gaining a competitive edge
in emerging categories. However, the extent of this opportunity
depends on consumer uptake and retailer adoption.
Impact on financial planning
Early consideration is being given to how research, development
and innovation budgets, including internal and external expertise,
might support product reformulation and portfolio diversification
in response to changing consumer preferences and sustainability
goals. The impact of declining categories would also be considered
within budgeting, forecasting and strategic planning processes so
that potential financial impacts can then identified and managed.
Related metrics and targets
Targets related to packaging and product innovation:
• 100% of primary plastic packaging to be reusable, recyclable, or
compostable by 2025, in line with On-Pack Recycling Labelling
(‘OPRL’) guidance – packaging is a visible indicator of product
sustainability, progress in this area supports our ability to meet
rising expectations for low-impact products.
• 85% of products to be classed as ‘healthier’ (NPM score <4 by
sales volume) by 2030 – this reflects alignment with health and
policy trends shaping long-term demand, positioning lower-
carbon food choices as both a health and climate solution.
While the Nutrient Profiling Model (‘NPM’) metric is not directly
linked to the climate agenda, it serves as a proxy to address the
identified risk and upside opportunity. The Group will consider the
development of future indicators to monitor the mitigation of this
risk as part of a broader business update on our strategic response
to the Healthy and Sustainable Diets (‘HSD’) agenda.
Link to Group strategy
Links directly to the Feeding with Pride pillar of the Better Future
Plan, inclusive of our approach to HSD and Sustainable Packaging.
The pillar sets direction to evolve the portfolio over time towards
higher-growth markets and categories as preferences change,
working with our customers to deliver Great Food that meets
evolving demand and supports sustainable growth.
Resilience under climate scenarios
Resilience assessment
The Group has resilience due to its track-record of and ability to reformulate products, adapt product portfolios, and respond to changing
customer demand at pace. However, without continued investment in innovation, insights and upskilling of colleagues, the Group may be
more exposed to demand shifts in the medium to long-term.
Smooth Transition: High
Substantial change in consumer preferences
will likely be required in this scenario. Ongoing
innovation and portfolio evolution through
collaboration with customers provides strong
resilience to changing preferences.
Delayed Transition: Medium
More sudden shift in consumer preferences
owing to policy interventions. Greencore’s
ability to adapt provides some resilience,
but faster shifts could still create revenue
pressure as product portfolios are adapted.
Hot House World: Medium
In the absence of strong policy intervention,
consumer preferences are likely to shift more
gradually, but potentially in less predictable
ways as severe climate impacts and sustained
disruption influence demand changes.
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Greencore Annual Report and Financial Statements 2025
Risks continued
Increased financial costs
T
Carbon pricing and transition investment risks
Stricter climate policies and supplier decarbonisation efforts could raise costs and put pressure on margins. Achieving our 2040 Net Zero
commitment may also require earlier asset upgrades or replacements, increasing capital expenditure and affecting asset value.
Time horizon
S
M
L
The timing of this risk is highly dependent on the scenario. Under a Smooth Transition, stronger policy intervention and carbon pricing
could emerge in the short-term. In a Delayed Transition, these pressures are more likely to crystallise in the medium-term, while in a Hot
House World scenario, policy intervention is likely to be limited.
Impact on the business, strategy and financial planning
Potential unmitigated financial impact: High
In all climate scenarios, the Group has assumed increases in the cost
of electricity and gas, and recognises that significant investment
is needed to support our 2030 SBTi targets and 2040 Net Zero
commitment. If unmitigated, there is a potential for even higher
financial impacts on cost of sales and capital expenditure.
Observed impacts in FY25
No material financial impacts have been identified from carbon
pricing to date. Asset lifecycles are reviewed to assess future
implications for meeting the Group’s targets.
Strategic and operational response
The Group monitors policy and regulatory developments in the UK
and Ireland to anticipate changes in carbon pricing and emissions
standards, drawing on internal knowledge, external advisors,
regulatory updates, and through engagement with industry bodies.
In FY25, the Group developed several potential future scenarios
towards our 2030 SBTi targets which consider options for capital
expenditure and green energy procurement.
The capital expenditure process incorporates carbon-related
considerations to highlight investments in lower-emission
technology, and Net Zero Transition Plans continue to be developed
at site level to guide decarbonisation pathways. In FY25, the Group’s
capital additions for projects with a sustainability or climate change
benefit amounted to £13.4m (2024: £2.8m). Of this amount £4.1m
principally related to energy projects and solar projects, as disclosed
in Note 13 to the Group Financial Statements.
Despite these measures, uncertainty remains and sudden regulatory
changes or shifts in market expectations could still increase
operating and capital costs, potentially affecting margins, cash flow,
or asset valuations, and could slow progress towards the Group’s
2040 Net Zero commitment.
Impact on financial planning
Maintenance and Strategic Capital Expenditure are incorporated
into the annual budget and reflected in financial metrics such as
Free Cash Flow, Free Cash Flow Conversion, Net Debt leverage and
ROIC. Looking ahead, increased capital expenditure will be required
to support the decarbonisation of the business. The Group will
budget for any related costs in the event of further UK Government
action on carbon pricing.
Related metrics and targets
The Group has a science-based carbon emissions target of a 46.2%
reduction in absolute Scope 1 and 2 carbon emissions by 2030
against FY19 baseline of 89,606 tCO
2
e. Published metrics also
include energy consumption for fuel and electricity.
Future metrics may include the percentage of sites with Net
Zero Transition Plans in place and proportion of annual capital
expenditure linked to climate or Net Zero investments.
Link to Group strategy
This risk links directly to the Making with Care pillar of the
Better Future Plan, which embeds operational resilience and
decarbonisation into Group strategy.
Resilience under climate scenarios
Resilience assessment
Ongoing investment in low-carbon technologies and efficiency improvements is expected to reduce exposure and enhance resilience.
Smooth Transition: Medium
In this scenario, climate-related financial
risks can be partially forecast and offset,
but are unable to be fully integrated into
financial planning.
Delayed Transition: Low
Policy intervention and capital investment
needs will likely be material and potentially
sudden, with less time to spread costs.
Hot House World: Medium
Limited policy intervention and weak
carbon pricing reduce pressure for rapid
decarbonisation but increase exposure
to physical climate risks.
TCFD continued
61
Greencore Annual Report and Financial Statements 2025
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Opportunities
Business resilience
T
Embedding more sustainable business practices and efficient production processes
Embedding more sustainable practices and efficient operations can reduce exposure to carbon pricing and energy volatility while improving
competitiveness. Investment in efficient, climate-resilient assets, logistics, and refrigeration can lower costs, cut waste including food waste,
and enhance long-term resilience. Reducing our dependency on water through investments such as water recycling can bring further
opportunities to reduce costs over the longer term.
Time horizon
M
L
This opportunity is expected to be realised primarily in the medium to long-term, as the Group progresses towards its Making with Care
targets covering carbon, water and food waste, and efficiency investments begin to deliver measurable cost and carbon benefits, alongside
shorter-term savings. However, without targeted investment, the full value of this opportunity may not be captured.
Impact on the business, strategy and financial planning
Potential financial benefit: Medium
Improving energy efficiency, infrastructure resilience and production
efficiency through both investment and increased management
focus will lower production costs and protect revenues over time.
Investment in resilient infrastructure and efficiency programmes,
including water, energy and food waste reduction, can lower
overheads and protect revenues. Overall financial benefits are
expected to be medium to high, depending on uptake and delivery,
changing energy prices and the cost difference between green and
fossil fuel energy over time. These actions can also enhance revenue
potential through stronger reputation and competitiveness.
Observed impacts in FY25
All savings, including those linked to sustainable business practices,
are captured within the broader Operational Excellence programme,
although no material financial impacts have been identified
specifically from sustainable business practices this year.
Where benefits arise from capital investment, payback periods
are typically longer and will take time to be reflected in overall
financial performance.
Strategic and operational response
To strengthen long-term business resilience, the Group is continuing
to embed more sustainable practices and enhance operational
efficiency. A key area of focus is assessing how to reduce exposure
to energy volatility and carbon pricing through investments in lower-
emission technologies, renewable energy sources, and energy-
efficiency measures. Work is underway to develop Net Zero Transition
Plans for the higher usage sites, which will consider site-specific
decarbonisation pathways and the integration of climate resilience.
The Group is also reviewing operational practices and data to
identify opportunities to reduce waste, including food waste,
through improved equipment efficiency and enhanced monitoring.
New partnerships are being explored to work with waste specialists
to convert food waste into value streams, such as inputs for animal
feed or higher-value circular routes for human consumption, as an
alternative to disposal. Water stewardship has been identified as a
further opportunity area, with potential investments such as water
recycling systems under consideration to reduce dependency on
this critical resource over the longer term and ensure we have the
supply needed to maintain and grow the business.
Impact on financial planning
Increased capital investment will impact the Group’s short- and
medium-term planning, with related efficiency savings incorporated
into forecasts through existing Operational Excellence processes.
Related metrics and targets
The Group has internal remuneration-linked targets to reduce Scope
1 and 2 emissions, the amount of water withdrawn from external
sources, and food waste.
Our SBTi target of a 46.2% reduction in absolute Scope 1 and 2
carbon emissions by 2030 define the pace and scale of change
required. Published metrics also include energy consumption and
energy intensity ratios as a measure of efficiency.
The Group has an external target to reduce 50% of its food waste
as a percentage of food handled by 2030.
Link to Group strategy
This opportunity aligns with the Making with Care pillar of the Better
Future Plan, with activities to embed more sustainable business
practices to enhance overall business resilience.
Opportunity outlook under climate scenarios
Opportunity outlook
This strategic opportunity aims to enhance competitiveness, protect margins, and strengthen overall resilience, with potential for medium
to high financial benefits over time, subject to future investment and delivery.
Smooth Transition
Resilience is an enabler of commercial
advantage and those who act early
capture savings and strengthen customer
positioning. Early investment in efficiency
and low-carbon technology allows
the business to secure long-term cost
advantages before input prices (energy,
and water) rise more sharply.
Delayed Transition
Resilience safeguards production and
revenue continuity during volatile policy
and commodity swings, protecting margins
when competitors face penalties or
production interruptions.
Hot House World
Resilience drives business continuity and
the opportunity lies in being one of the few
businesses who are able to operate reliably
under sustained physical stress.
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Greencore Annual Report and Financial Statements 2025
Impact on the Financial Statements
Climate change impacts, both positive and negative, are inherently reflected in the Group’s financial information that is reported, and therefore
influence the Group’s Financial Statements. In FY25, these impacts were reflected in the following areas:
Area Climate-related considerations in FY25
Going concern and
viability statement
The Group considered whether there are any material uncertainties regarding its ability to continue as a going concern
as a result of climate-related risks. The short-term risks identified through scenario analysis were also incorporated into
the viability statement.
Fixed asset
impairment review
As part of the annual impairment review of fixed assets, the Group assessed whether any assets were impaired due to
changes in processes responding to climate change or from investment in alternative assets. During FY25, £Nil (FY24:
£0.1m) was recorded as impaired in connection with climate change.
Retirement benefit
obligations
For the IAS 19 assumptions underpinning retirement benefit obligations, the Group considered the impact of climate
change on demographic assumptions, particularly mortality assumptions. The assessment concluded that the Group’s
current view on long-term mortality improvements is not materially impacted by climate change.
Goodwill and
intangible assets
Each year, the Group reassesses the carrying value of goodwill and intangible assets with indefinite useful lives,
calculating value in use based on projected future cash flows. In FY25, the scenario analysis conducted in FY24 was used
to perform sensitivity analysis on these projections.
Risk management
Integrated approach for identifying and assessing climate-related risks
The Group recognises that identifying, assessing, and prioritising climate-related risks is critical to strengthening resilience, protecting long-term
value, and reducing the likelihood and impact of these risks materialising. The impact of climate change continues to be an emerging risk for the
Group as the effects of climate change are uncertain, but are likely to be varied, widespread, and affect all aspects of our business.
The Group follows an established process for identifying and managing risks, including those related to climate change, which is integrated
into its existing Group ERM framework. While opportunities are not yet assessed through a formal process, climate-related considerations are
indirectly reflected in broader strategic discussions and decision-making, alongside commercial, financial, and operational factors.
Climate risk identification
To identify risks, management use a combination of external scenario modelling, internal management expertise, and industry research, to evaluate
the ways in which the effects of climate change could disrupt the achievement of the Group’s objectives or otherwise impede performance.
At the Group level, the ROC, comprising the Group Executive Team and senior risk leads, meets quarterly to review and assess the Group’s risk
landscape, including climate-related risks. This is supported by functional risk identification, led by risk champions and risk advisors within each
business function, who compile, track, and monitor risks relevant to their operational areas.
Principal risks, defined as those most likely to have a significant impact on the Group’s objectives, are identified by the Group Executive Team and
then cascaded to the Group. Climate change is a key consideration that underpins the Group’s principal risks related to organisational resilience
and supply chain disruption, in addition to consumer preferences, changes in which are considered to be partly driven by climate change.
Climate-related risks identified at the functional risk level ultimately report up through to the Group level, facilitated by risk champions and risk
advisors within our business functions, who are responsible for guiding the risk identification and assessment processes and ensuring regular risk
reviews take place.
Climate-risk assessment
While the ERM framework considers risks over a typical three-year time horizon, the assessment of climate-related risks requires consideration
over extended timeframes to capture their potential to materialise beyond standard business planning cycles. For TCFD purposes, the Group
uses the extended horizon approach as set out on page 55 which are based on asset lifecycles, strategic sustainability commitments, 2030 SBTi
targets and our 2040 Net Zero commitment.
Risks identified through the FY24 scenario analysis were assessed for their potential impact on the Group’s value chain and operations, with
priority given to those most likely to materialise in the short to medium-term under a Hot House World scenario. Some of these risks may also
be systemic or strategically significant over the long-term, as they could affect multiple parts of the business or supply chain at the same time,
or have significant long-term implications, even if they are less likely to occur in the short-term.
The Group’s climate risk assessment is conducted through a combination of periodic modelling (scenario modelling is every two to three years),
annual risk reviews, and ad hoc assessments as a result of significant internal or external developments such as regulatory changes, or significant
supply disruptions. This considers a range of sources including internal operational data and subject matter expertise, supplier and partner input,
sector benchmarking, and regulatory updates, ensuring a comprehensive and forward-looking view of climate-related exposures. Climate risks
are monitored on an ongoing basis through established risk governance structures, including oversight by the ROC.
TCFD continued
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Greencore Annual Report and Financial Statements 2025
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Integrated approach for managing climate-related risks
Climate-related risks are managed through the Group’s ERM framework, with responsibility allocated to the relevant functions depending on the
nature of the risk, with oversight by the ROC. Functional risks and progress against mitigating actions are reviewed on a quarterly basis and any
significant matters identified as part of this review are escalated to the Group level for review by the ROC.
Climate change is not always treated as a discrete theme, but the Group considers related pressures, such as energy cost volatility, evolving
customer expectations, regulation and resource availability – all influenced by a changing climate. Mitigation is embedded across functions, with
the Group Executive Team ensuring procurement, operations, investment and product development reflect these risks. This integrated approach
supports risk monitoring, alignment with the Better Future Plan, and long-term resilience.
Metrics and targets
In addition to the metrics reported below, the FY25 Annual Bonus Plan included internal targets related to Scope 1 and 2, water and food
waste reductions. Scope 1 and 2 reduction has been embedded in the FY25 Performance Share Plan to strengthen the link between executive
performance and our climate-related targets. Refer to pages 112 to 121 of the Annual Report on Remuneration for more information. The Group
will continue to refine its metrics to measure and monitor performance against climate-related risks and opportunities as our disclosures evolve.
Annual Greenhouse Gas (‘GHG’) emissions (tonnes CO
2
e)
The Group’s GHG emissions across Scope 1, 2 and 3 are presented below as well as intensity measures.
Scope 1, 2 and 3 emissions FY25 FY24 Base FY19
Combustion of fuel and operation of facilities (Scope 1) † 65,092 66,739 60,952
Electricity, heat, steam and cooling purchased for own use (Scope 2) 18,138 21,719 28,654
Total gross Scope 1 and 2 emissions (tCO
2
e) ‡ 83,230 88,458 89,606
Green tariff (tCO
2
e from green energy certificates) § – – (28,624)
Total net Scope 1 and 2 emissions 83,230 88,458 60,982
Scope 3 FLAG-related emissions 713,056 646,313 661,104
Scope 3 Energy and Industry-related emissions 331,152 314,386 319,823
Total Scope 3 emissions ¶ 1,044,208 960,699 980,927
Total Scope 1, 2 and 3 GHG emissions 1,127,438 1,049,157 1,070,532
GHG intensity measures FY25 FY24 Base FY19
Revenue in £’000 1,947,008 1,807,133 1,446,100
Scope 1 and 2 kilogrammes CO
2
e/£1 revenue 0.043 0.049 0.062
Scope 3 tCO
2
e/tonne of raw material purchased * 2.55 2.33 2.18
† Immaterial increase in FY24 from 66,585 tCO
2
e to 66,739 tCO
2
e as a result of data improvements. Biogenic emissions are reported separately and are excluded from Scope 1 totals in
accordance with the GHG Protocol. FY25 biogenic emissions are 360 tCO
2
e.
‡ The Group’s Scope 1 and Scope 2 GHG emissions have been calculated using the GHG Protocol Corporate Accounting and Reporting Standard, and emissions factors from the Department
for Energy, Security and Net Zero using the UK Government GHG Conversion factors for company reporting (where factors have not been provided directly by a supplier). Immaterial increase
in FY24 from 88,304 to 88,458 as a result of data improvements related to Scope 1 emissions.
§ In the absence of any contractual instruments, such as renewable energy certificates or power purchase agreements, the Group’s market-based Scope 2 emissions are equivalent to its
location-based emissions.
¶ Scope 3 data scoping, collection and analysis has been performed in line with GHG Protocol Corporate Accounting and Reporting Standard. The key categories for Scope 3 included in
the footprint are Category 1 purchased goods and services (ingredients and packaging) and Category 4 emissions from upstream transport as these are the most material. Data has been
prepared using procurement data for ingredients and packaging purchased in addition to spend data for upstream transport from suppliers to Greencore’s manufacturing sites. Emissions
factor sources include Agribalyse 3.1 for ingredients emissions, EcoInvent 2024 for packaging emissions and UK Government emissions factors for Category 4 emissions. The methodology for
upstream transport emissions (4% of the total Scope 3 footprint) was updated in FY25 to a spend-based approach for simplification reasons, increasing total emissions by a c.10,000 tCO
2
e and
representing an estimated 1% increase in Scope 3 emissions for FY25. Prior year data has not been restated using the updated methodology as the impact is not considered material.
* The tonne of raw material purchased is based on the total weight of ingredients and packaging purchased.
GHG emissions targets
Performance against Greencore’s SBTi targets for Scope 1, 2 and 3 are provided below. In June 2025, the SBTi approved our Forest, Land and
Agriculture (‘FLAG’) greenhouse gas emissions target. Greencore now has two Scope 3 targets following SBTi validation in 2025. A FLAG-based
(covering agricultural and land-based emissions) and an energy and industry-based reduction target (covering fossil fuel and energy use). This
enables Greencore to focus on tailored strategies to address the unique challenges and opportunities within each area.
Scope 1, 2 and 3 science-based emissions reduction targets FY25 FY24 Base FY19
Scope 1 and 2: 46.2% reduction in absolute Scope 1 and 2 GHG emissions by 2030 against a
FY19 baseline of 89,606 tCO
2
e -7.1% -1.5% N/a
Scope 3 (FLAG): 33.3% reduction in absolute FLAG-related Scope 3 emissions against FY19
baseline of 661,104 tCO
2
e +10.3% -2.2% N/a
Scope 3 (Energy and Industry): 46.2% reduction in absolute Energy and Industry-related Scope
3 emissions against FY19 baseline of 319,823 tCO
2
e +5.3% -1.7% N/a
64
Greencore Annual Report and Financial Statements 2025
Additional metrics and targets
The below metrics and targets represent additional metrics and targets used by the Group to assess and manage certain of the Group’s
identified climate-related risks and opportunities and therefore have been included in the TCFD report. Our disclosures will continue to evolve,
incorporating comparable prior-year data where feasible.
Annual energy consumption
Metrics FY25 FY24 Baseline FY19
Fuel non-renewable (MWh)
Calculated as the total non-renewable fuel (natural gas, diesel, petrol, LPG and gas oil) used
across the manufacturing facilities 312,868 321,813 289,954
Fuel renewable (MWh)
Calculated as the total renewable fuel (bio-gas, hydrogenated vegetable oil and solar) used
across the manufacturing facilities 4,599 2,149 1,045
Total fuel consumption (MWh)
Total renewable and non-renewable fuel consumption used 317,467 323,962 290,999
Total electricity consumption (MWh)
Total electricity consumption used across the manufacturing facilities 102,755 104,894 108,012
Total energy consumption (MWh)
Total fuel and electricity consumption 420,222 428,856 399,011
Energy KPIs (for manufacturing only)
Metric FY25 FY24 Baseline FY19
Total primary energy consumption (MWhp) 477,016 487,811 467,617
Primary energy intensity ratio (kWhp/tonne of production) 1,252 1,324 1,235
Total primary energy consumption (MWhp) measures the full energy input, including conversion losses, required to power our operations.
Water metrics (for manufacturing only)
Metric FY25 FY24 Baseline FY23
Water withdrawal (megalitres) – manufacturing only* 2,642 2,675 2,717
Water intensity ratio (m3 water withdrawn/tonne of production) – manufacturing only 6.93 7.26 6.93
* Immaterial increases in FY24 from 2,669 megalitres to 2,675 megalitres as a result of data improvements (manufacturing only). Data for all sites and operations: FY25: 2,653, FY24: 2,690,
FY23: 2,717 megalitres.
Water withdrawal data is compiled using a defined data hierarchy, prioritising automated meter readings, followed by manual meter readings,
and supplemented by invoiced consumption where direct readings are unavailable.
Food waste
Target FY25 FY24 Baseline FY17
50% reduction in food waste (as % of total food handled) by 2030 against FY17 baseline of 9.52% 6.92% 7.16% 9.52%
Food waste data is calculated in line with the Food Loss and Waste Accounting and Reporting Standard and is based on collections data from
our third-party waste suppliers. This forms the basis of our commitment to halve our food waste (from an FY17 baseline) by 2030, in line with the
UN Sustainable Development Goal 12.3.
Plastic packaging
Target FY25 FY24 Baseline
100% of primary plastic packaging purchased is reusable, recyclable or
compostable based on On-Pack Recycling Labelling (‘OPRL’) guidance by 2025 98.62% 99.96% n/a
Our plastic packaging metric is based on procurement data for primary plastic packaging purchased, supplier material composition, and internal
expertise. Some packaging materials remain non-recyclable under OPRL guidelines due to necessary adhesives, such as self-adhesive labels and
ready meal lidding films.
Healthy and sustainable diets
Target FY25 FY24 Baseline
85% of products classified as healthier (Nutrient Profiling Model score <4 by sales volume) by 2030 74% 71% n/a
The healthy and sustainable diets target is based on sales and the nutritional information contained on product labels.
TCFD continued
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Greencore Annual Report and Financial Statements 2025
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Sustainability and other business-related policies, policy summaries and key document
This section provides an overview of our policies that guide sustainability and other business-related practices and across our operations and
supply chain, reflecting our commitment to both people and the planet. Our policies, policy summaries and key documents and can be found
on www.greencore.com.
Policy, policy summary or key document Description
Code of Business Conduct
Outlines the ethical standards and expectations for all colleagues, partners, and stakeholders.
Environmental Policy Statement
Sets out our commitment to managing our environmental impact including related to pollution,
water, energy and waste and complying with legislation.
Responsible Sourcing Policy
Sets out how Greencore approaches responsible sourcing across our entire supply chain.
It communicates our high-level expectations for all stakeholders in Greencore’s value chain,
both directly and indirectly involved in the sourcing, production, and distribution of our products.
Supplier Code of Conduct
Outlines the ethical and environmental standards that our suppliers are expected to uphold,
as well as best practices we strongly encourage them to adopt.
Community Policy
Outlines our commitments to investing in our local communities to help them thrive and applies
to all Greencore sites and colleagues across the business.
Inclusion and Diversity Policy
Outlines our commitment to maintaining a diverse and inclusive workforce at all levels across the
Group by treating all colleagues and potential colleagues equally, enabling them to thrive at work
by being themselves.
Board Diversity Policy
Outlines the Board’s commitment to ensuring that its composition is diverse and balanced, and
its approach when carrying out its duty of reviewing the Board composition.
Greencore Group Gender and Ethnicity
Pay Gap Report
Outlines our commitment to fair and equitable pay, which is guided by our reward principles,
the first of which is striving for fairness and consistency.
Development Policy summary
Outlines our commitment helping new colleagues join and settle in by offering a broad range
of educational routes to build skills and grow capability.
Menopause Policy summary
Outlines the key aspects of our approach to menopause.
Recruitment Policy summary
Outlines the key aspects of our approach to inclusive recruitment.
Young People Policy summary
Summarises some of our key policies and approaches, and how we best support colleagues
at Greencore.
Health and Wellbeing Policy summary
Greencore’s health and wellbeing policy focuses on providing a safe and healthy working
environment, supporting physical and mental health, and promoting a positive work-life balance.
Parenthood Policy
Explains how colleagues will be supported during various types of parental leave and sets out what
is considered an acceptable time away from work. It outlines the expectations of colleagues when
requesting or taking leave and clarifies which categories of leave are paid and which are unpaid.
Human Rights Policy
Affirms our commitment to respecting and promoting human rights across both our direct
operations and global supply chain. It establishes clear expectations for Greencore and our
suppliers to uphold human rights standards and take proactive steps to prevent abuses, such
as forced labour, child labour, unsafe working conditions, and other violations.
Modern Slavery and Human Trafficking
Transparency Statement
Affirms our commitment to promoting ethical conduct, safeguarding worker well-being and
rights, and effectively managing risks associated with labour practices and modern slavery
in both our own operations and our global supply chain. Regular training is also provided to
relevant colleagues.
Anti-Bribery and Corruption Policy
Statement
Affirms Greencore’s zero-tolerance policy for bribery and corruption. Bribery and corruption risks
are considered as part of the Internal Audit planning process and regular training is provided on
our Anti-Bribery and Corruption Policy, including gifts and hospitality to relevant colleagues.
Corporate Criminal Offence Policy
Greencore’s Corporate Criminal Offence Policy is part of Greencore’s commitment to prevent the
criminal facilitation of tax evasion. Regular training is also provided to relevant colleagues.
Speak Up Policy
Greencore’s whistleblowing process is referred to as Speak Up. Speak Up is the action a colleague
takes when reporting suspected wrongdoing at Greencore outside the normal management
channels. Training and awareness campaigns take place regularly throughout the year.
Supplementary Information
66
Greencore Annual Report and Financial Statements 2025
Group Executive Team
Group Executive Team
Nigel Smith
Chief Strategy, Planning and
Development Officer
Nigel is Chief Strategy, Planning and Development
Officer, with responsibility for development and
integration of Group strategy and our broader
change agenda.
He joined Greencore in 2017, and has held a variety
of roles supporting the strategic development of the
Group, before taking on executive leadership of strategy
since 2021. Prior to joining Greencore, Nigel worked
as a strategy consultant with McKinsey & Company,
and in multiple public policy positions within European
Union institutions.
Nigel is an alum of Trinity College Dublin, Sciences-Po
in Paris and the College d’Europe in Bruges. He has
also completed Executive Education at the UCD
Smurfit School.
Lee Finney
Chief Operating Officer
Lee joined Greencore in October 2022 as Chief
Operating Officer. He is the executive accountable
for technology and the end-to-end supply chain.
He has extensive experience in transforming the
operational performance of global businesses,
having held vice president, chief transformation
officer and chief supply officer roles in the UK,
Europe, North America and Australasia.
Lee has an MBA, was awarded the Advanced
Management Program, and has completed
executive programmes at MIT and Stanford, USA.
Dalton Philips
Chief Executive Officer
Dalton joined as Chief Executive Officer in September
2022 and has overall responsibility for running the
business, driving shareholder value and developing
strong relationships with stakeholders.
Dalton’s roles, prior to joining Greencore include chief
executive of daa plc, the global airports and travel retail
group, chief executive of Wm Morrison plc, then a FTSE
100 company and the UK’s fourth largest supermarket
chain, chief executive of luxury goods retailer Brown
Thomas Group, and chief operating officer of Canadian
retailer Loblaw Companies Limited.
Dalton also served as a senior advisor to the Boston
Consulting Group. He started his career with Jardine
Matheson followed by Walmart.
Catherine Gubbins
Chief Financial Officer
Catherine joined as Chief Financial Officer in February
2024 and is responsible for managing the financial
affairs of the Group and optimising its financial
performance. Catherine is also responsible for
internal audit and risk management as well as the
Group’s tax affairs.
Catherine joined Greencore from daa plc, having
worked there for nine years in various finance roles
including as director of finance and since March 2021,
as group chief financial officer.
Before moving to daa plc, Catherine spent 16 years as
a senior manager in assurance and business advisory
with PwC Ireland.
67
Greencore Annual Report and Financial Statements 2025
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Damien Moynagh
Group General Counsel and Company Secretary
Damien joined Greencore in November 2022 and is
responsible for leading Greencore’s Legal and Company
Secretariat functions.
With over 20 years’ experience as a corporate/M&A
lawyer and senior executive in Europe, the US and
Asia, Damien was most recently general counsel and
company secretary of FTSE 250 listed UDG Healthcare
plc (now Inizio), responsible for its legal, corporate
secretarial, risk, compliance, quality and sustainability
functions. Prior to this, Damien practiced at Freshfields
and Maples.
Educated at University College Dublin and Université
Toulouse Capitole, he has also completed executive
education programmes at Cambridge University and
Columbia University.
Ruth McDonald
Chief Technical, Sustainability
and Corporate Affairs Officer
Ruth joined Greencore in September 2025 and is
responsible for Greencore’s Technical, Sustainability
and Corporate Affairs functions.
With nearly 30 years’ technical experience with various
food manufacturers and retailers, Ruth was most recently
Corporate Services Director at Morrisons Supermarkets,
one of the UK’s leading retailers, where she was responsible
for sustainability, product safety, health and safety,
compliance, quality, business continuity/resilience
and security.
In addition to her core role, Ruth is an IGD board director
and trustee and a Fiin (Food Industry Information Network)
board member. Educated at University of Bradford
Business School, Ruth has a Postgraduate Certificate
in Business and Management.
Andy Parton
Chief Commercial Officer
Andy is Chief Commercial Officer, responsible for
setting and delivering the commercial strategy and
agenda. The role covers marketing, insights and category
management, product development and management,
sales and procurement.
Prior to this Andy was Business Director for our Food
to Go business. Andy joined Greencore in 2014 having
previously held senior commercial positions in Aldi
and PepsiCo.
Guy Dullage
Chief People Officer
Guy is Chief People Officer and is responsible for human
resources across the Group. Prior to this, Guy served as
HR Director of our Prepared Meals business.
Guy joined Greencore in 2015. Previously, he held
a variety of senior HR roles in the UK and Europe, with
the majority of his experience over this time within the
manufacturing sector. Guy has also held a number of
directorships, board and pension trustee roles during
his career. Guy became a fellow of the CIPD in 2014.
68
Greencore Annual Report and Financial Statements 2025
Directors’
Report
74%
of our products
classified as ‘healthier’
Chair’s introduction to corporate governance 70
Board of Directors 72
Board leadership, culture and company purpose 74
Stakeholder engagement 76
Division of responsibilities 84
Composition, succession and evaluation 86
Report of the Nomination and Governance Committee 88
Report of the Audit and Risk Committee 91
Report on Directors’ Remuneration 98
Report of the Sustainability Committee 122
Other statutory disclosures 124
Statement of Directors’ responsibilities 129
69
Greencore Annual Report and Financial Statements 2025
Directors’ ReportStrategic Report
69
Financial Statements
Key FY25
Board activities
02
Read more on page 77 and 78
70
Greencore Annual Report and Financial Statements 2025
Leslie Van de Walle
Board Chair
The Directors present their
report and Financial Statements
for the year ended 26 September
2025 (FY25’). The Directors’
Report (this ‘Report’) is
contained on pages 70 to 129.
This Report provides an
overview of the way in which
the Board and its Committees
operated in the past year,
highlights the primary areas
of focus and outlines the way
in which the principles of the
2018 UK Corporate Governance
Code (the ‘2018 Code’) were
implemented. The 2018 Code,
which is available on the
Financial Reporting Council’s
website, www.frc.org.uk,
continued to be the standard
against which we measured
ourselves in FY25.
Corporate governance in FY25
The Board has been focused on determining
the Group’s strategic direction, while
continuing to focus on overseeing the
Group’s core business. Improved corporate
governance processes have continued to
serve effective decision-making. The Board
and Committee evaluations for FY25 showed
further progress, particularly in the context
of the Board’s detailed work and focus on
the recommended acquisition of Bakkavor
Group plc (‘Bakkavor’). Further details on
these effectiveness reviews are on pages 86
and 87.
Stakeholder engagement allows the Board to
understand what matters to our stakeholder
groups, consider all relevant factors and
drive discussion in the boardroom. Further
information as to how the Board had regard
to key stakeholders is set out on pages 76
to 83.
The Board remained engaged with our
people through site visits gaining valuable
insights into morale and the needs and
the wants of our colleagues. The work of
Workforce Engagement Director, Anne
O’Leary, also continued during the year, with
further detail available on pages 82 and 83.
Priorities for FY26
The Board remains committed to delivering
value and creating a positive and sustainable
impact for all our stakeholders, in particular
by focusing on the Group’s medium- to
long-term strategic priorities.
As noted, the Board was diligent and focused
on its consideration of the recommended
acquisition of Bakkavor, which is anticipated
to close in early 2026. In addition to
welcoming Agust Gudmundsson and Lydur
Gudmundsson to the Board as part of the
acquisition, the Board is committed to
ensuring smooth integration and the delivery
of anticipated synergies and will work with the
Group Executive Team to promote the desired
organisational design and culture to support
continued growth and value creation for all
stakeholder groups into FY26 and beyond.
I would like to thank my Board colleagues
for their ongoing commitment and look
forward to further progress and delivery
of our objectives in FY26.
Leslie Van de Walle
Board Chair
17 November 2025
Continuing
to build strong
governance
“The Board has been focused on
maintaining momentum of strong
performance and resetting the
strategy for the Group.”
Chair’s introduction to corporate governance
71
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
50%50%
1
5
2
75%
25%
Board diversity as at 26 September 2025
Compliance with the UK Corporate Governance Code
The Company applied the principles of the 2018 UK Corporate
Governance Code (the ‘2018 Code’) for the financial year
26 September 2025.
The Board are pleased to report that the Group has complied with
all of the relevant provisions of the 2018 Code for the financial year
ended 26 September 2025.
The UK Corporate Governance Code 2024 (the ‘2024 Code’)
applies to the Group starting from the financial year commencing
27 September 2025 (‘FY26’) with the exception of Provision 29 of the
2024 Code which will apply from 26 September 2026 (‘FY27’). The
Board is familiar with the updated provisions of the 2024 Code and
believes that it is currently compliant with the applicable provisions.
Both the 2018 Code and the 2024 Code are available at www.frc.org.uk.
Number of scheduled Board meetings
in FY25
7
Number of unscheduled Board meetings
in FY25
5
Scheduled Board meeting attendance
in FY25
100%
Independence of the Board excluding the
Chair as at the end of FY25
71%
Final dividend for FY24
£8.9m
(2.00 pence per share)
Directors scheduled Board meeting attendance during FY25
1
Director
Number of
scheduled Board
meetings held
Number of
scheduled
Board meetings
attended
Catherine Gubbins 7 7
Linda Hickey 7 7
Alastair Murray 7 7
Anne O’Leary 7 7
Dalton Philips 7 7
Helen Rose 7 7
Harshitkumar (‘Hetal’) Shah 7 7
Leslie Van de Walle 7 7
1. Five additional unscheduled meetings were held throughout the year, predominantly to discuss the recommended
acquisition of Bakkavor. All unscheduled meetings related to the recommended acquisition of Bakkavor were attended
in full by all directors.
Executive Non-Executive
By role
1 – 3 years 4 – 6 years 7+ years
By tenure
By gender
Female Male
Read our Report of the Nomination and Governance Committee: pages 88 to 90
Further information on these governance matters can be
found as follows:
Board leadership, culture and company purpose:
See more on page 74
Division of responsibilities:
See more on page 84
Composition, succession and evaluation:
See more on page 86
Audit, risk and internal controls:
See more on page 91
Remuneration:
See more on page 98
72
Greencore Annual Report and Financial Statements 2025
72
Leslie Van de Walle, 69
Non-Executive Director
(Board Chair)
Linda Hickey, 63
Non-Executive Director
(Senior Independent
Director), BBS
Anne O’Leary, 58
Non-Executive Director
(Workforce Engagement
Director), CDir
Board of
Directors
Board Committees
Audit and Risk
Nomination and Governance
Remuneration
Sustainability
Committee Chair
Appointed as Non-Executive Director with effect from 1 February 2021. Appointed as Non-Executive Director with effect from 1 April 2023. Appointed as Group General Counsel and Company Secretary with effect from
7 November 2022.
Anne brings extensive experience across a variety of sectors including digital integrations,
data analytics, cultural change programmes, and strategic acquisitions and partnerships.
Anne previously served as chief executive officer of Vodafone Ireland for nine years before
joining Meta in her current role as vice president of the mid-market business division for
the EMEA region. Prior to this she acted as managing director of BT Ireland.
Anne sits on the board of Meta Platforms Ireland Limited and Whatsapp Ireland Limited.
Anne is also a board member of Ludgate, an Irish non-profit enterprise facilitating job
growth via digital technology and remote working hubs, and the Economic and Social
Research Institute. Anne previously served as a non-executive director of Vodacom
Group Ltd, as chair of Goal Global and as president of the Dublin Chamber of Commerce.
Anne was also previously a director of IBEC CLG for six years, a business and employer
association for organisations based in Ireland and served as its president in 2025.
Hetal has a strong record as a senior finance professional with significant experience
gained in large, international groups and has proven leadership credentials.
Hetal has held several finance roles in both publicly listed and private
organisations, including a 17-year career at Cadbury plc where he held finance
director roles spanning the UK, US, Asia and Africa, and where he was also
responsible for leading transformational projects across supply chain, finance,
IT and strategy in various locations. Hetal is currently serving as the director
of group finance at Belron International, a portfolio company of Clayton,
Dubilier & Rice. Hetal is also a member of Chapter Zero.
In addition to his financial experience, Hetal brings experience in corporate
strategy, M&A and operational improvements.
Damien brings over 20 years’ experience as a corporate lawyer and senior
executive across Europe, the US and Asia. Damien was responsible for the legal
and corporate secretarial functions, as well as the risk, sustainability, quality and
compliance functions, in his previous role as general counsel and company
secretary of FTSE 250 listed UDG Healthcare plc (now Inizio). Prior to this, Damien
acted as chief operating officer and general counsel at Sysnet Global Solutions
(now Viking Cloud), a fast-growing global technology business.
Damien trained and practiced as a corporate/M&A lawyer with Freshfields in
their London, Tokyo and New York offices before moving to Maples’ Dublin
office and has extensive experience advising global clients on public and private
large-scale multi-jurisdictional transactions. He has also completed executive
education programmes most recently at Cambridge University (in sustainability
management) and Columbia University (in leading strategic change).
Appointed as Non-Executive Director and Chair Designate on
1 December 2022. Leslie became Board Chair on 26 January 2023.
Appointed as Chief Executive Officer and Executive Director with effect from
26 September 2022.
Appointed as Chief Financial Officer and Executive Director with effect from
6 February 2024.
Leslie joined Greencore in December 2022 bringing a wealth of extensive leadership
and non-executive and chair experience across multiple sectors. Leslie has a deep
knowledge of the food industry having held previous positions at Danone, Cadbury,
Schweppes and United Biscuits, where he served as group chief executive officer.
Leslie has held multiple non-executive roles throughout his career including
currently serving as the chair of the Robert Walters Group and chair of their
nomination committee, having previously served as chair between 2012 and 2018.
He has held various non-executive roles and was previously chair of Euromoney
Institutional Investor plc and SIG plc, as well as deputy chair and a non-executive
director and chair of the nomination committee at Crest Nicholson Holdings plc,
a non-executive director of HSBC UK Bank plc and senior independent director
and chair of the remuneration committee of DCC plc.
Dalton joined Greencore on 26 September 2022. Dalton started his career with
Jardine Matheson followed by Walmart before moving into roles including chief
executive of daa plc, the global airports and travel retail group, chief executive
of Wm Morrison plc, then a FTSE 100 company and the UK’s fourth largest
supermarket chain, chief executive of luxury goods retailer Brown Thomas Group,
and chief operating officer of Canadian retailer Loblaw Companies Limited. Dalton
has also previously served as a senior advisor to the Boston Consulting Group.
Dalton is currently serving as a non-executive director of IBEC CLG.
Dalton has a BA from University College Dublin, an MBA from Harvard University,
and an honorary Doctorate of Management from Bradford University.
Catherine joined Greencore on 6 February 2024. Prior to joining Greencore,
Catherine served as group chief financial officer at daa plc, the global airports
and travel retail group, having held various finance roles for nine years including
as director of finance.
Catherine successfully led all finance, legal and procurement functions while at
daa plc. Prior to that Catherine spent 16 years as a senior manager in assurance
and business advisory with PwC Ireland, working with a broad range of the firm’s
most significant clients.
Catherine has a BA Law and Accounting from University of Limerick and a MAcc
from Smurfit Business School.
Appointed as Non-Executive Director with effect from 1 February 2021. Appointed as Non-Executive Director with effect from 1 February 2023. Appointed as Non-Executive Director with effect from 11 April 2018.
Linda brings extensive corporate experience and knowledge to the Board
having spent her executive career in stockbroking and investment banking.
Linda previously worked at NCB Stockbrokers and Merrill Lynch, before serving
as head of corporate broking at Goodbody Stockbrokers for 15 years.
Linda is a non-executive director of Cairn Homes plc where she is senior
independent director, remuneration committee chair and a member of the audit
and risk committee. She also serves as non-executive director and chair of the
audit and remuneration committees of Avolon. She is a member of the investment
committee of the Irish Strategic Investment Fund and has previously served as
chair of the Irish Blood Transfusion Service. Linda is a member of Chapter Zero.
Until May 2025, Linda served as non-executive director of Kingspan Group plc.
Alastair brings extensive food industry and financial experience having previously
held the role of chief financial officer and director of Premier Foods plc until
September 2019.
Alastair is a chartered management accountant having financial, property, and
IT experience across a number of listed companies including Premier Foods plc,
Dairy Crest plc and The Body Shop International plc. In addition to the above
Alastair has a proven track record in corporate strategy, restructuring and M&A.
Alastair is a non-executive director and chairs the audit and risk committee of
McBride plc, a British-based business manufacturing own brand household goods.
Alastair is also serving as an independent member of the audit and risk committee
for the Department for Education in England.
Helen brings significant operational, financial, risk and UK retail experience and
previously held senior finance roles at Dixons, Forte, Safeway and Lloyds Banking
Group over a 30-year executive career. Helen brings strong change leadership
and transformation experience gained from her roles as retail integration director
at Lloyds Banking Group and as chief operating officer at TSB Banking Group plc.
Helen’s previous experience extends to cyber security, risk matters and internal
controls. Helen is a non-executive director of WH Smith plc and deputy chair of
Compton Verney. Helen is also an executive coach and mentor.
Helen is a fellow of the Institute of Chartered Accountants in England and Wales,
having trained with Coopers & Lybrand. Helen is also a member of Chapter Zero.
Helen has been integral to the establishment of the Group’s Sustainability Committee.
Board of Directors
73
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Dalton Philips, 57
Chief Executive Officer
BA, MBA
Alastair Murray, 64
Non-Executive Director
MA, MBA, FCMA
Harshitkumar
(‘Hetal’) Shah, 53
Non-Executive Director
BS, CIMA
Catherine Gubbins, 50
Chief Financial Officer
BA Law & Acc, FCA, MAcc
Helen Rose, 60
Non-Executive Director
BSc, FCA
Damien Moynagh, 48
Group General Counsel
and Company Secretary
BCL, DEUE
Appointed as Non-Executive Director with effect from 1 February 2021. Appointed as Non-Executive Director with effect from 1 April 2023. Appointed as Group General Counsel and Company Secretary with effect from
7 November 2022.
Anne brings extensive experience across a variety of sectors including digital integrations,
data analytics, cultural change programmes, and strategic acquisitions and partnerships.
Anne previously served as chief executive officer of Vodafone Ireland for nine years before
joining Meta in her current role as vice president of the mid-market business division for
the EMEA region. Prior to this she acted as managing director of BT Ireland.
Anne sits on the board of Meta Platforms Ireland Limited and Whatsapp Ireland Limited.
Anne is also a board member of Ludgate, an Irish non-profit enterprise facilitating job
growth via digital technology and remote working hubs, and the Economic and Social
Research Institute. Anne previously served as a non-executive director of Vodacom
Group Ltd, as chair of Goal Global and as president of the Dublin Chamber of Commerce.
Anne was also previously a director of IBEC CLG for six years, a business and employer
association for organisations based in Ireland and served as its president in 2025.
Hetal has a strong record as a senior finance professional with significant experience
gained in large, international groups and has proven leadership credentials.
Hetal has held several finance roles in both publicly listed and private
organisations, including a 17-year career at Cadbury plc where he held finance
director roles spanning the UK, US, Asia and Africa, and where he was also
responsible for leading transformational projects across supply chain, finance,
IT and strategy in various locations. Hetal is currently serving as the director
of group finance at Belron International, a portfolio company of Clayton,
Dubilier & Rice. Hetal is also a member of Chapter Zero.
In addition to his financial experience, Hetal brings experience in corporate
strategy, M&A and operational improvements.
Damien brings over 20 years’ experience as a corporate lawyer and senior
executive across Europe, the US and Asia. Damien was responsible for the legal
and corporate secretarial functions, as well as the risk, sustainability, quality and
compliance functions, in his previous role as general counsel and company
secretary of FTSE 250 listed UDG Healthcare plc (now Inizio). Prior to this, Damien
acted as chief operating officer and general counsel at Sysnet Global Solutions
(now Viking Cloud), a fast-growing global technology business.
Damien trained and practiced as a corporate/M&A lawyer with Freshfields in
their London, Tokyo and New York offices before moving to Maples’ Dublin
office and has extensive experience advising global clients on public and private
large-scale multi-jurisdictional transactions. He has also completed executive
education programmes most recently at Cambridge University (in sustainability
management) and Columbia University (in leading strategic change).
Appointed as Non-Executive Director and Chair Designate on
1 December 2022. Leslie became Board Chair on 26 January 2023.
Appointed as Chief Executive Officer and Executive Director with effect from
26 September 2022.
Appointed as Chief Financial Officer and Executive Director with effect from
6 February 2024.
Leslie joined Greencore in December 2022 bringing a wealth of extensive leadership
and non-executive and chair experience across multiple sectors. Leslie has a deep
knowledge of the food industry having held previous positions at Danone, Cadbury,
Schweppes and United Biscuits, where he served as group chief executive officer.
Leslie has held multiple non-executive roles throughout his career including
currently serving as the chair of the Robert Walters Group and chair of their
nomination committee, having previously served as chair between 2012 and 2018.
He has held various non-executive roles and was previously chair of Euromoney
Institutional Investor plc and SIG plc, as well as deputy chair and a non-executive
director and chair of the nomination committee at Crest Nicholson Holdings plc,
a non-executive director of HSBC UK Bank plc and senior independent director
and chair of the remuneration committee of DCC plc.
Dalton joined Greencore on 26 September 2022. Dalton started his career with
Jardine Matheson followed by Walmart before moving into roles including chief
executive of daa plc, the global airports and travel retail group, chief executive
of Wm Morrison plc, then a FTSE 100 company and the UK’s fourth largest
supermarket chain, chief executive of luxury goods retailer Brown Thomas Group,
and chief operating officer of Canadian retailer Loblaw Companies Limited. Dalton
has also previously served as a senior advisor to the Boston Consulting Group.
Dalton is currently serving as a non-executive director of IBEC CLG.
Dalton has a BA from University College Dublin, an MBA from Harvard University,
and an honorary Doctorate of Management from Bradford University.
Catherine joined Greencore on 6 February 2024. Prior to joining Greencore,
Catherine served as group chief financial officer at daa plc, the global airports
and travel retail group, having held various finance roles for nine years including
as director of finance.
Catherine successfully led all finance, legal and procurement functions while at
daa plc. Prior to that Catherine spent 16 years as a senior manager in assurance
and business advisory with PwC Ireland, working with a broad range of the firm’s
most significant clients.
Catherine has a BA Law and Accounting from University of Limerick and a MAcc
from Smurfit Business School.
Appointed as Non-Executive Director with effect from 1 February 2021. Appointed as Non-Executive Director with effect from 1 February 2023. Appointed as Non-Executive Director with effect from 11 April 2018.
Linda brings extensive corporate experience and knowledge to the Board
having spent her executive career in stockbroking and investment banking.
Linda previously worked at NCB Stockbrokers and Merrill Lynch, before serving
as head of corporate broking at Goodbody Stockbrokers for 15 years.
Linda is a non-executive director of Cairn Homes plc where she is senior
independent director, remuneration committee chair and a member of the audit
and risk committee. She also serves as non-executive director and chair of the
audit and remuneration committees of Avolon. She is a member of the investment
committee of the Irish Strategic Investment Fund and has previously served as
chair of the Irish Blood Transfusion Service. Linda is a member of Chapter Zero.
Until May 2025, Linda served as non-executive director of Kingspan Group plc.
Alastair brings extensive food industry and financial experience having previously
held the role of chief financial officer and director of Premier Foods plc until
September 2019.
Alastair is a chartered management accountant having financial, property, and
IT experience across a number of listed companies including Premier Foods plc,
Dairy Crest plc and The Body Shop International plc. In addition to the above
Alastair has a proven track record in corporate strategy, restructuring and M&A.
Alastair is a non-executive director and chairs the audit and risk committee of
McBride plc, a British-based business manufacturing own brand household goods.
Alastair is also serving as an independent member of the audit and risk committee
for the Department for Education in England.
Helen brings significant operational, financial, risk and UK retail experience and
previously held senior finance roles at Dixons, Forte, Safeway and Lloyds Banking
Group over a 30-year executive career. Helen brings strong change leadership
and transformation experience gained from her roles as retail integration director
at Lloyds Banking Group and as chief operating officer at TSB Banking Group plc.
Helen’s previous experience extends to cyber security, risk matters and internal
controls. Helen is a non-executive director of WH Smith plc and deputy chair of
Compton Verney. Helen is also an executive coach and mentor.
Helen is a fellow of the Institute of Chartered Accountants in England and Wales,
having trained with Coopers & Lybrand. Helen is also a member of Chapter Zero.
Helen has been integral to the establishment of the Group’s Sustainability Committee.
74
Greencore Annual Report and Financial Statements 2025
Board leadership, culture and company purpose
The Board is ultimately responsible to
shareholders for the direction, management,
performance and long-term sustainable
success of the Group with key stakeholders in
mind. This includes setting the Group’s strategic
priorities and monitoring management’s
performance against these priorities, setting
the Group’s risk appetite and ensuring effective
controls are in place, monitoring compliance
with corporate governance principles and
upholding the purpose, culture, values and
ethics of the Company.
The strategy of the Group is set by the Board
and is subject to an in-depth annual review.
The Board is committed to the delivery of
the Group’s strategy as set out by the Group
Executive Team at the Capital Markets Day,
held in February 2025, which is focused on
building a strong growth portfolio in order for
the Group to deliver on its ambition to lead
the way in convenience food. Further details
on our integrated strategic framework are
set out on page 16 of our Strategic Report.
Our integrated strategic framework highlights
our purpose, ambition and how the
Greencore way of working will be deployed
and embedded to achieve our strategic aim.
In addition to this, the Board held a focused
strategy session in April 2025 to consider the
long-term strategic direction of the Group.
As part of these strategic discussions, the
Board considered the industry, market and
our key stakeholders.
As part of setting the Group’s strategic
direction, a fundamental part of the Board’s
role is establishing the Group’s cultural
direction and embedding the Group’s
purpose through decision-making.
The Board has aimed to establish a culture
that ensures stakeholder interests are at the
forefront of decision-making at every level
of the business, and is committed to actively
engaging with different stakeholders through
a combination of Board-level and business-
led interaction.
Read more on our engagement with
stakeholders during FY25 on pages 76 to 83,
including an overview of the key activities of
the Board for FY25.
Board leadership, culture and company purpose
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Audit and Risk
Committee
Read more on page 91
Nomination and
Governance Committee
Read more on page 88
Remuneration
Committee
Read more on page 98
Sustainability
Committee
Read more on page 122
Chief Executive Officer Chief Financial Officer
Board oversight
Management accountability
Group Executive Team
Read more on page 66
Board Committees
The Board
Read more on pages 72 and 73
How we are governed
How the Board operates
The Directors are responsible for the proper
stewardship of the Group’s affairs, both on
an individual and collective basis, and it is
the Board alone that has the authority and
responsibility for planning, directing and
controlling the activities of the Group.
There is an agreed procedure for Directors to
take independent legal advice at the expense
of the Company in the furtherance of their
duties as Directors of the Company.
In addition, the Directors are indemnified
for any legal action taken against them in
respect of matters pertaining to their duties
as Directors, subject always to the limitations
under Irish company law.
Matters reserved to the Board
There is an agreed list of matters reserved
for Board consideration which is formalised
in a Matters Reserved to the Board Policy.
This is reviewed annually and updated as
appropriate. The Matters Reserved to the
Board Policy was last reviewed in September
2025 and is available under the Investor
Relations section of the Group’s website,
www.greencore.com.
Conflicts of interest
Under the Board’s formal Conflicts of Interest
Policy, all Directors have a duty to avoid a
situation in which they have, or may have,
a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of
the Company while serving on the Board.
As such, at the beginning of every meeting all
Directors are asked to declare any conflicts.
Directors are not permitted to vote regarding
their own conflicts, if any. The Conflicts
of Interest Policy was last reviewed in
September 2025.
Board Committees
The Board has four principal Board
Committees to assist in the fulfilment of its
responsibilities, providing dedicated focus
on particular areas. Each Committee is
responsible for reviewing and overseeing
activities within its particular Terms of
Reference. The Chair of each Committee
provides a summary of the proceedings of
any Committee meetings held since the
previous Board meeting at each scheduled
meeting. Details of the various Committees’
members, together with their relevant
biographies are set out on pages 72 and 73
of this Report. Further details on the role of
the Committees and the work undertaken
by each Committee in the year under review
can be found on pages 88 to 123.
Sub-committees of the Board
In accordance with Matters Reserved to the
Board Policy and under delegated authority
by the Board, the Board may determine
that matters discussed and considered by it
may be finalised by way of sub-committee.
Any approvals granted through a Board
sub-committee, to the extent that the Board
has explicitly delegated this authority to the
sub-committee, are noted by the Board at
its following meeting.
Sub-committees of the Board facilitate the
streamlined consideration and approval of
specific projects or items which may require
additional or particular focus and attention
outside of the scheduled meetings.
During FY25, a sub-committee was formed
to consider and support the Board’s activities
in connection with the recommended
acquisition of Bakkavor. Sub-committees
also considered and approved trading
statements as well as the launch of a share
buyback programme during the year. Sub-
committees of the Board comprise of a
minimum of three Directors. Seven sub-
committee meetings were held during FY25.
Governance structure
76
Greencore Annual Report and Financial Statements 2025
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Stakeholder engagement
Stakeholder engagement
The Board recognises that its decisions and
actions influence all stakeholders, and that
a clear understanding of their needs and
priorities is essential to creating long-term
value and building a resilient, sustainable
business. To support this the Board places
strong emphasis on regular and meaningful
engagement with stakeholders, led by
those best positioned to address specific
groups or issues, with insights and outcomes
consistently brought into Board discussions.
The Board embraces that effective stakeholder
engagement is essential to understanding the
impact of its decisions, as well as the needs,
concerns and feedback of stakeholders –
even when not all interests can be fully met.
This insight is regularly considered in the
Board’s decision-making, underscoring the
importance of maintaining strong relationships
with the Group’s key stakeholders.
Shareholders and other stakeholders can
be confident that the contents of our
corporate reporting reflects the frameworks
for strategy, stakeholder engagement,
governance, risk management and culture
as established and overseen by the Board.
More information
The Group’s Code of Business Conduct
(available at www.greencore.com), which was
refreshed in FY25, sets out our fundamental
principles and values directly applicable
to our stakeholders. Sections relevant to
stakeholders are also cross-referenced
throughout this Annual Report.
Decision-making
Stakeholder engagement at Greencore, includes a combination of Board-level
and business-led interaction, and this is detailed across pages 76 to 83.
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Strategic Report Directors’ Report Financial Statements
The section below provides insight on how stakeholder views and inputs are
integrated into recurring agenda items at Board meetings and, as a result, how they
are factored into the key Board decisions taken and outcomes in FY25.
Key Board activities
Scheduled Board Meetings FY25
At each Board meeting, the Chief Executive
Officer (‘CEO’) provides a report on the
overall performance of the business. These
reports detail any substantial engagements
with our shareholders, customers,
suppliers, consumers, colleagues and the
communities in which we operate.
The Chief Financial Officer (‘CFO’)
provides a report on the financial
performance as well as updates, where
relevant, on debt holders and investor
relations at each scheduled Board meeting.
Updates are also received from each of
the Committee Chairs. Through business
reports, the Board focuses on key
commercial and operational briefs, which
include updates on relevant stakeholders.
The Board held a focused strategy session
in April 2025 to consider the medium and
long-term strategic direction of the Group.
As part of these strategic discussions, the
Board considered the industry, market and
the potential impact to stakeholders.
In addition to these matters, specific areas
of focus were considered by the Board in
FY25 as are set out in this section.
Total number of meetings held in FY25
33
Includes scheduled and unscheduled
Board, Board Committee and sub-
committee meetings
Site visits in FY25
6
There was a formal Board visit to the
Warrington site in March and informal visits
by Non-Executive Directors during the
year to other sites such as Boston, Park
Royal, Heathrow and Kiveton.
Strategy and corporate development
Set the medium and long-term Group
strategy during the Board’s standalone
strategy session in April 2025.
Devoted a significant amount of time and
resources considering and supporting the
recommended acquisition of Bakkavor
during the year.
Received regular updates on the progress of
strategic development, particularly in the run
up to, and following, the Group’s successful
Capital Markets Day, held in February 2025.
Continued to monitor and support the
incorporation of climate-related risks and
sustainability into the strategic planning of
the Group.
Received and considered regular M&A
updates (pipeline and progress) at each
Board meeting.
Continued to receive functional updates and
to focus on current portfolio and network
optimisation opportunities.
Operational and financial performance
Performance
and trading
Reviewed and considered the CEO and CFO
reports at each Board meeting, together with
commercial and operational updates, which
include Key Performance Indicators where
appropriate, from the Group Executive Team.
Reviewed and considered monthly reports,
including management accounts and details
of performance against budget.
Approved the FY24 Q4 Trading Update, the
FY24 Full Year Results Statement, FY25 Half
Year Results Statement and the FY25 Q1 and
Q3 Trading Updates.
Budgeting, financing
and capital management
Approved a further £10m share buyback
programme which was launched in
December 2024 and concluded in
January 2025.
Considered strategic objectives and
implications on long-term performance
and future capital investment and returns.
Received updates on the Making Business
Easier programme.
Approved an £825m external financing
facility to fund the cash element of the
recommended acquisition of Bakkavor.
Discussed, reviewed and approved the
Group’s budget for FY26.
Approved capital expenditure requests,
including an upgrade of a new line at Selby
and the lease of a new Leeds office.
Received updates on engagement with
debt holders.
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Greencore Annual Report and Financial Statements 2025
Governance and legal
Board succession
and Committee composition
Considered the composition of each
of the Board Committees against good
corporate governance practices.
Considered the addition of Agust
Gudmundsson and Lydur Gudmundsson
to the Board on completion of the
recommended acquisition of Bakkavor.
Board evaluation and operation
Oversaw effective Board and Committee
evaluations.
Implemented actions from previous
evaluation processes.
Set Board priorities for FY26.
Legal and regulatory
Received reports and training on and
discussed regulatory developments,
such as changes to the UK Corporate
Governance Code and the Listing Rules.
Received and considered legal and
regulatory advice and training in
connection with the recommended
acquisition of Bakkavor.
Received reports from each of the
Committee Chairs and the Workforce
Engagement Director on their activities,
receiving recommendations for approval,
as appropriate.
Reviewed and approved various Group
policies including, Tax Strategy and
Treasury Policy.
Stakeholder engagement
Shareholders
Held an in-person Annual General Meeting
(‘AGM’) on 30 January 2025.
Held an in-person Extraordinary General
Meeting (‘EGM’) on 4 July 2025, whereby
shareholders had the opportunity to approve
both the recommended acquisition of
Bakkavor and the associated allotment
of shares.
Received updates from the Chair on
shareholder engagements throughout the
year, including at the Group’s Capital Markets
Day in February 2025.
Received updates from the Investor
Relations team on meetings with the
Group’s shareholders following the Group’s
Capital Markets Day, the release of results
throughout the year and roadshows.
Received reports and feedback from brokers
and analysts.
Customers and suppliers
Received updates on customer
considerations on the recommended
acquisition of Bakkavor.
Received regular updates on business
opportunities with new and existing
customers.
Reviewed updates and considered supplier
relationships as part of the Group’s strategy
and operational discussions.
Colleagues
Reviewed employee engagement results,
from our Pulse survey which took place
in July 2025.
Received reports from the the Board’s
Workforce Engagement Director following
attendance at the Shine Awards and
meetings with colleagues, where findings
and recommendations were shared.
Received updates on the remuneration
framework applicable to the wider
workforce, together with reports from the
Remuneration Committee’s advisors on
external remuneration trends.
Engaged with members of management
and the wider workforce, during Board and
Committee meetings and during site visits,
getting the opportunity to engage with talent
from across the Group.
Received the CEO’s weekly video to
colleagues to keep informed of colleague
focused communications.
Local communities
Encouraged the Group’s involvement in
initiatives supporting the local communities
in which we operate.
Risk management
Received updates from the Risk Oversight
Committee (the ‘ROC’) and considered
functional risks, the Group’s principal risks
and uncertainties, and emerging risks.
Considered Group risk management
and approved the Group’s Statement
of Risk Appetite.
Received regular updates and considered
certain risk areas including cyber security,
IT, technical/food safety, operational safety,
health and environment.
Considered and approved the Group’s
viability statement and considered the
effectiveness of internal controls and the
risk management system.
Stakeholder engagement continued
Key Board activities continued
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Why engage with our shareholders?
• As owners of our business, engagement with
shareholders helps us understand their expectations
as regards key areas of interest.
• Key areas of focus include our financial and
operational performance, our strategy for sustainable
growth, capital allocation and corporate governance.
How we engage
• Held an in-person AGM in January 2025, and in-person
EGM in July 2025.
• Our Board Chair, the Group Executive Team and our
Investor Relations team engaged with a large number
of current and prospective shareholders during the
year, particularly at this year’s Capital Markets Day in
February 2025.
• The presentation of our annual and half year results
and the associated roadshows provided opportunities
for engagement.
• Members of the Group Executive Team and the
Investor Relations team met regularly with equity
investors, analysts and debt providers and reported
back to the Board.
• The Remuneration Chair reached out to major
shareholders (representing approximately 62% of
the Company’s issued share capital) to discuss the
proposed changes to the 2026 Remuneration Policy.
What outcomes were achieved?
• Reflecting on future planning requirements and
importantly, feedback received from shareholders,
the Board supported implementation of the Group’s
capital allocation policy.
• Capital Markets Day was attended by c.100 investors,
analysts and other participants. From the positive
feedback received the Board understands that
shareholders have a more detailed understanding of
the Group’s medium- and long-term strategy.
• Through the strong voting support received
at the 2025 EGM, the Board understands that
our shareholders are very supportive of the
recommended acquisition of Bakkavor.
• Consultation meetings were held with shareholders
and written feedback was received from shareholders
representing, c.58% of issued share capital in relation to
the proposed changes to the 2026 Remuneration Policy.
Why engage with our customers?
• We are in business to provide an important service
to our valued customers who rely on us to provide
quality products, on time and at a competitive price.
• Effective and consistent engagement helps us
understand both their needs and the needs of the
consumer which are continuously evolving.
• Key areas of focus include the development of valued
long-term, resilient partnerships, innovating together
to provide great-tasting, healthy and sustainable
choices manufactured to the highest technical and
food safety standards.
How we engage
• Engagement occurred at multiple levels, including
at Group Executive Team and Executive Director level.
• The Board received regular updates on customer
relationships, recent customer innovations and
industry trends.
• An in depth review of customers was discussed
at the annual strategy session in April 2025.
• Customer and industry feedback was regularly shared
with the Board, including as part of the CEO’s report.
• The Sustainability Committee received updates on
customer progress on key priorities, including, on
opportunities to progress our Healthy and Sustainable
Diets agenda.
What outcomes were achieved?
• Strong customer engagement helped create
meaningful opportunities for both Greencore and
our customers.
• The Board provided support to the Group Executive
Team in how to enhance opportunities and deepen
customer relationships.
• During FY25, through innovation with our valued
customers, the Group developed and launched
over 534 new products in response to existing and
emerging trends.
• At the same time, the Group also continued to work
with customers to streamline the number of raw
materials in our products.
• In FY25, the Board reviewed the contract
approvals process to ensure effective contract
governance was in place, with a view to fostering
stronger relationships.
Shareholders Customers
Read more on our Key Board Activities
and Report on Directors’ Remuneration
Read more in our Strategic Report
Key stakeholder groups
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Greencore Annual Report and Financial Statements 2025
Suppliers Consumers
Stakeholder engagement continued
Why engage with our suppliers?
• By working closely with our suppliers, we are able
to deepen our understanding of our supply chains,
unlocking efficiencies, building future resilience
and resolving issues collaboratively as they arise.
• Partnership with our suppliers is critical to ensure
we can manufacture and deliver on time, in full,
and to the highest quality.
• Engaging with suppliers is a key activity in the
enablement of our wider Sustainability Strategy and
multi-year supplier engagement strategy in relation
to our Sourcing with Integrity pillar, including the
implementation of our Responsible Sourcing Policy.
How we engage
• The Group Procurement team interacts daily with
suppliers, holding workshops as appropriate to drive
strategies for mutual benefit, sharing our strategy on
growth and sustainability, and requesting support as
required in relation to quality, volume and source.
• The Board was updated regularly on our key
supplier relationships.
• The Board also received updates relating to shared
challenges, (e.g. inflation, responsible sourcing,
energy targets and industry standards).
• During FY25, the Sustainability Committee has been
focused on sustainable sourcing and our 2025 targets
in cage-free eggs and deforestation-free soy.
• In FY25, the Audit and Risk Committee reviewed payment
practices reports of relevant UK Group subsidiaries.
What outcomes were achieved?
• During FY25, the Board approved the Group’s
Modern Slavery and Human Trafficking Transparency
Statement and Supplier Code of Conduct.
• In partnership with our suppliers, the Group delivered
79% transition to cage-free eggs and also made
progress towards transitioning our soy to more
sustainable sources.
• A new Responsible Sourcing Policy was also
developed which defines the Group’s priorities
and outlines our expectations of suppliers now
and in the future.
• In FY25, the Board reviewed the contract approvals
process to ensure effective contract governance was
in place, with a view to strengthen relationships.
Why engage with consumers?
• As the end user of our products, we understand that
consumers rely on us every single day.
• By engaging with consumers, we better understand
their changing behaviours and preferences, allowing
us to provide them with great-tasting, sustainable,
quality food to the highest technical and food
safety standards.
How we engage
• A significant amount of analysis and research on
the different food categories that we produce was
carried out.
• Focused research on how each category is
performing and the major trends in that category
from a consumer and marketplace perspective was
also carried out.
• During the year, our customers shared their insights
into end-consumers and market trends.
• Consumer and market insights were discussed at the
Board’s annual strategy session in April 2025.
• The Sustainability Committee reviewed market trends
including the impact of evolving consumer diets.
What outcomes were achieved?
• Knowledge from our customers and technological
innovation in research and data, helps us better
understand people, shoppers and consumers, their
preferences and what drives purchasing behaviour.
• The Board factored consumer and market insights
into discussions when setting the Group’s strategy.
• The insights allowed the Sustainability Committee
to reflect on whether any changes to the Group’s
Sustainability Strategy was required.
Read more in Market Trends Read more in our Strategic Report
Key stakeholder groups continued
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Colleagues Local communities
Why engage with our colleagues?
• Our greatest asset is our dedicated and experienced
workforce – they are the lifeblood of our business and the
anchor to the local communities in which we operate.
• Engaging with our colleagues has helped us understand
that they seek an open, diverse and safe workplace,
an environment enabling them to achieve their full
potential, and one where they are accepted and valued
for who they are, regardless of their background.
How we engage
• The Workforce Engagement Director drove high
colleague engagement from Board level during FY25,
and kept the Board apprised of engagements, findings
and recommendations.
• The Board received updates on inclusion and diversity
and the Group’s talent plan.
• The Board discussed strategic workforce planning.
• The Board was updated on the numerous regular
communication channels including weekly CEO
videos, the colleague app, Connect+, fortnightly
leadership calls and the quarterly leadership forum.
• Through numerous channels, the Group undertook
a significant number of engagement activities with
colleagues during FY25 including colleague forums
across our sites and our Pulse survey.
• The Group’s peer-to-peer listening service, Talk2Us,
also continues to offer colleagues a confidential
service colleagues can use for emotional and
social support.
What outcomes were achieved?
• The Board reviewed the Gender Pay Gap and
Ethnicity Report.
• The Board approved the Board Diversity Policy, which
reaffirms the Group’s commitment to maintain a
diverse and inclusive workforce at all levels across the
Group. The Board also supported the Group in driving
diversity leading to progress on our inclusion and
diversity strategy, and the development of an internal
three-year plan of ethnicity focused action.
• The Board approved capital expenditure relating
to a new Leeds office to foster an increase in
collaboration between colleagues.
• The Remuneration Committee approved a people
focused strategic objective be included as an Annual
Bonus Plan target for FY25.
Why engage with our local communities?
• As a major employer within the locations where we
operate, it is vital that we contribute positively to our
communities and respond to their evolving needs.
• Our ambition is to integrate into local communities by
using our products, services, capabilities and passion
to benefit the communities where we operate.
• Our Communities Pillar, part of our Better Future Plan
has three overarching areas of focus: surplus food
distribution, employee volunteering and charitable
giving, with this year’s focus on developing our
colleague volunteering programme and our continued
partnerships with food redistribution charities.
How we engage
• Strengthened the relationships with our core charity
partners – FareShare (including The Felix Project),
The Bread and Butter Thing, and The Company Shop
(including Community Shop) – through measures
such as introducing our partners to new sites to
explore ways of working together to maximise food
surplus redistribution and holding volunteering and
team building days to help understand how we can
work together more effectively.
• As part of our commitment to make sure no food
goes to waste, and to support our colleagues in the
most direct way possible, the Group progressed an
initiative focused on expanding our existing colleague
shop network.
• Sites are empowered to work with local good causes
that are meaningful to their colleagues, supplying surplus
food, fundraising and volunteering as appropriate.
• The Board was kept updated on community activities.
What outcomes were achieved?
• Despite a focus on reducing food waste, during FY25
the Group made over 400 tonnes (or nearly 985k
equivalent meals) of surplus food available to our
national and local charity partners.
• The Board supported the initiative to increase the
number of site shops for our colleagues.
• The Group scoped out a trial with Neighbourly
to roll out a colleague volunteering programme.
• Teamed up with Sainsbury’s as part of the Coronation
Food Project to produce one million meals to support
those in need via FareShare.
Read more from our Workforce Engagement
Director and in our Sustainability section
Read more in our Sustainability section
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Line Operatives
in Warrington
Stakeholder engagement continued
Workforce engagement
Greencore recognises that active engagement with our colleagues continues to be
vitally important as we navigate ongoing external challenges, develop and win new
business, refine working practices and seek to further improve retention.
During FY25, along with the assistance of
our Workforce Engagement Director, Anne
O’Leary, the Group continued its focus on
colleague engagement, including through:
• ‘Walk in my Shoes’ – where senior leaders
experience three days a year working
in frontline roles, and this year that
was expanded to include roles such
as IT support and the Finance Shared
Service Centre;
• delivering the ‘Shine Awards’, our
business-wide peer-to-peer recognition
programme which saw almost 800 teams
and individuals (frontline and office-
based) nominated for fantastic work and
behaviours, culminating in an afternoon
of celebration simultaneously broadcast
across every site;
• continued growth of our Grow with
Greencore offering, including courses
such as crucial conversations, personal
effectiveness, respect, and coaching and
mentoring modules tailored to the demands
of the coaching and mentoring pool;
• Reduce our Impact (‘Roi’) campaign
– embedding wider environmental
awareness and ownership through
our programme ambassador, ‘Roi’ the
penguin, helping colleagues understand
our environmental impacts and the
actions they can take to help us reduce
our consumption;
• People at the Core – a Pulse survey yielded
a strong 84% sustainable engagement
score across the target population
reflecting an increased feeling of
engagement from colleague groups across
all sites following the FY24 survey feedback;
• implementing key initiatives to help
ensure gender equity including the
introduction of menopause champions
(via three-hour workshops) and helping
managers to develop the skills and
confidence to support team members
around menopause;
• weekly communication videos from
our CEO to keep colleagues updated on
business performance and progress;
• our in-house online coaching and
mentoring portal;
• discounted ‘staff shops’ at several
sites; and
• continuation of our colleague forums
at both site and functional level.
Anne ensures that our colleagues’ voices are
heard in the boardroom and their interests
are taken into consideration when making
important decisions.
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Activities of the Workforce
Engagement Director
during FY25
Input to the plans and discussed output from our
successful FY24 People at the Core survey and a shorter
Pulse survey in FY25.
Hosted a cross-functional and a site-based colleague
forum to explore areas requiring celebration or further
attention in the engagement space.
Attended the Shine Awards celebration afternoon,
including speaking to the 500+ attendees about her
role and the importance of engagement activity to
a successful business.
Supported the enhancement of discounted products
being made available for colleagues.
Continued to review the Group’s recruitment, selection
and training processes.
Provided guidance on several colleague engagement areas
including inclusion and diversity and talent management.
Met regularly with the Chief People Officer to discuss
colleague training and development plans, organisational
changes, Inclusion and Diversity Strategy and new
communication initiatives.
Our plans to further
improve colleague
engagement
Launch of new Leeds office, with plans to encourage
further collaboration and ways of working together.
Implement more robust team briefing processes during
FY25 including regular Town Hall sessions at all sites.
Launch of an employee volunteering scheme to provide
colleagues with the opportunity to support local charities.
Provide opportunities for all colleagues to have
annual one-to-one development conversations
with their managers.
Provide clear and regular communication in relation
to the recommended acquisition of Bakkavor and the
integration of two cultures to ensure all colleagues
feel valued and recognised.
“In my role as Workforce Engagement Director,
I made it a priority to be visible and accessible
across all levels of the organisation. This
included attending the annual Shine Awards
and capturing the views and opinions
of different colleagues and teams by
hosting listening groups, site visits and
championing Pulse surveys. This enabled
me to keep the Board informed of wider
trends emerging across the business and
to help shape decisions that considered
employee perspectives.”
Anne O’Leary
Workforce Engagement Director
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Greencore Annual Report and Financial Statements 2025
Division of responsibilities
As set out on page 75 of this Annual Report, the Board is collectively responsible
for planning, directing and controlling the activities of the Group. The Board’s
responsibilities are set out in a formal Matters Reserved to the Board Policy. The Board
is currently made up of eight Directors: two Executive Directors and six Non-Executive
Directors, one of which is the Board Chair.
Time commitment
Each year, a schedule of regular meetings
to be held in the following calendar year
is agreed with each of the Directors. A list
of the Directors’ attendance at scheduled
meetings throughout the year can be found
on page 85. Additional Board meetings
are held on an ad hoc basis as required
throughout the year. It was notably the case
this year in the context of the recommended
acquisition of Bakkavor.
Board and Committee meetings normally
take place at the Group’s head office in
Dublin. Directors also attend the Group’s
sites where tours of the local facilities,
meetings with local colleagues and/or
customer visits are also incorporated into
the calendar.
Board papers are circulated electronically to
Directors in the week preceding the Board
meetings. The Board papers include the
minutes of the previous Board meetings
and, where appropriate, sub-committee
meetings. In addition, the Chair of each
Committee provides a verbal update on the
relevant Committee meeting’s proceedings
at the following meeting of the Board.
If a Director is unable to attend a Board
meeting, either in person or remotely, he or she
is encouraged to communicate his or her views
on any particular topic to the Board Chair,
the CEO, the Senior Independent Director or
the Group General Counsel and Company
Secretary, in advance of the meeting. These
views are then communicated at the Board
meeting on behalf of the absent Director.
In accordance with the Matters Reserved
to the Board Policy and under delegated
authority by the Board, the Board may
determine that matters discussed and
considered by it may be finalised by way
of sub-committee. Any approvals granted
through the Board sub-committee, to the
extent that the Board has explicitly delegated
this authority to the sub-committee, are
noted by the Board at its following meeting.
The membership of the sub-committees will
depend upon the purpose for which it was
established and will take into account the
skills and expertise necessary. During FY25,
and as noted on page 75, seven such sub-
committee meetings were held.
Board Chair
Leslie Van de Walle
Roles of the Board Chair and Chief Executive Officer (‘CEO’) are separate and distinct and there is a clear
division of responsibilities between the two roles. It is the role of the Board Chair to lead the Board and
ensure its overall effectiveness in directing the Company, whilst demonstrating objective judgement and
promoting a culture of openness and debate.
Chief Executive Officer
Dalton Philips
Reporting to the Board Chair, the CEO has overall responsibility for running the business, driving
shareholder value and developing strong relationships with stakeholders.
Chief Financial Officer
Catherine Gubbins
The Chief Financial Officer (‘CFO’) is primarily responsible for managing the financial affairs of the
Group and optimising its financial performance. The CFO is also responsible for internal audit and risk
management, as well as the Group’s tax affairs.
Non-Executive Directors
Linda Hickey
Alastair Murray
Anne O’Leary
Helen Rose
Harshitkumar (‘Hetal’) Shah
Leslie Van de Walle
The role of a Non-Executive Director includes providing entrepreneurial leadership, developing strategy,
scrutinising management performance and challenging management proposals in a clear and constructive
manner. Non-Executive Directors also utilise their skills, expertise and experience to contribute to the
development of the Group as a whole. Information on the time commitment expected from each Non-
Executive Director is set out below.
Senior Independent
Director
Linda Hickey
In accordance with best practice and the 2018 UK Corporate Governance Code, the Board has appointed
a Non-Executive Director as the ‘Senior Independent Director’. It is the role of the Senior Independent
Director to act as a confidential sounding board for the Board Chair and to serve as an intermediary for the
other Directors when necessary. The Senior Independent Director is available to shareholders, and other
stakeholders, if they have concerns which they have been unable to resolve through the normal channels of
Board Chair, CEO or CFO, or indeed where such contact through the aforementioned channels is deemed
inappropriate. Terms of Reference for the Senior Independent Director are approved by the Board and are
reviewed annually. A copy of the Terms of Reference for the Senior Independent Director can be found on
the Group’s website, www.greencore.com.
Group General Counsel
and Company Secretary
Damien Moynagh
The Group General Counsel and Company Secretary, whose appointment and removal is a matter for the
Board as a whole, is responsible for advising the Board on all governance matters and ensuring that Board
policies and procedures are followed. The Group General Counsel and Company Secretary is available to
each of the Directors for any advice or additional support they may require.
Workforce Engagement
Director
Anne O’Leary
The Board has designated a Non-Executive Director with the role of ensuring that the Board is kept informed of
the views and interests of the Group’s workforce. The Workforce Engagement Director ensures that the views and
interests of the workforce are considered in Board discussions where relevant and shall provide regular updates
to the Board on the learnings in relation to colleague engagement, culture and/or development initiatives.
85
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Health and Safety
colleagues at Selby
The Board held seven scheduled meetings and five unscheduled meetings during FY25. Attendance at scheduled Board and Committee
meetings held during the year was as follows:
Board
Audit and Risk
Committee
Nomination and
Governance
Committee
Remuneration
Committee
Sustainability
Committee
Scheduled meetings held during the year
1
7/7 4/4 3/3 3/3 4/4
Catherine Gubbins
2
7/7 – – – –
Linda Hickey 7/7 – 3/3 3/3 4/4
Alastair Murray 7/7 4/4 3/3 3/3 –
Anne O’Leary 7/7 – – 3/3 –
Dalton Philips
2
7/7 – – – –
Helen Rose 7/7 4/4 3/3 – 4/4
Harshitkumar (‘Hetal’) Shah 7/7 4/4 – – 4/4
Leslie Van De Walle 7/7 – 3/3 – –
1. Five additional unscheduled Board meetings were held throughout the year, predominantly to discuss the recommended acquisition of Bakkavor. All unscheduled meetings related to the
recommended acquisition of Bakkavor were attended in full by all directors.
2. While not members of the Committees, the Executive Directors attend and participate at Committee meetings by invitation, where appropriate.
Site Visit Policy
The Board has a formalised Site Visit Policy
for Non-Executive Directors. Under the Site
Visit Policy, Non-Executive Directors visit
certain sites, absent Executive Directors, in
order to meet local management teams,
members of the wider workforce, see
operations and experience the culture of
the business. During FY25, Non-Executive
Directors had the opportunity to visit our
sites including Boston, Park Royal, Heathrow,
Warrington and Kiveton during the year,
sharing their thoughts and experiences with
the Board following such visits.
External Appointment Policy
The Board has a formalised External
Appointment Policy (‘Appointment Policy’)
for Directors. The Appointment Policy
stipulates that in advance of any new
Board appointment, each potential new
Non-Executive Director will be provided
with information on the time commitment
expected for the role. The potential Non-
Executive Director is required to provide a
detailed overview of all other directorships
and other significant commitments
together with a broad indication of the time
commitment associated with such other
directorship(s) or significant commitment(s).
The proposed appointee must also confirm
that they have sufficient time to dedicate
to the role and meet their requirements
as a potential Non-Executive Director of
the Company.
Furthermore, all incumbent Directors
must seek the prior written approval of
the Board in advance of undertaking
any additional external appointments.
Before approving any additional external
appointment, the Board shall consider the
time commitment required for the role.
Each proposed external appointment
shall be reviewed independently.
In addition to the above, in accordance
with the Appointment Policy, Executive
Directors shall not normally be permitted
to take on more than one non-executive
directorship in a FTSE 100 company or
other significant appointment, however,
each proposed external appointment
shall be considered independently.
The Appointment Policy was last reviewed
by the Board in September 2025.
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Greencore Annual Report and Financial Statements 2025
125
75%25%
50%50%
Composition, succession and evaluation
Board composition and independence
During FY25, the Board consisted of six Non-
Executive Directors and two Executive Directors,
being the Chief Executive Officer (‘CEO’)
and the Chief Financial Officer (‘CFO’). The
biographical details of each of the Directors,
along with each of their individual dates of
appointment, are set out on pages 72 and 73.
The Board is comprised of highly skilled,
diverse and experienced individuals that
bring independent judgement to a number
of key areas for the Group including strategy,
performance, commercial, operations, culture,
sustainability, health and safety, data analytics,
leadership, ethics and regulation, diversity,
finance, risk and IT. This balance, together
with the robust processes and structures in
place, drives sustainable growth for the Group
while also ensuring the highest standards of
corporate governance are preserved.
In accordance with Board policy, the
independence of each Non-Executive
Director is considered by the Nomination
and Governance Committee prior to
appointment. Director independence
is reviewed annually and reassessed as
necessary. The Board has determined that
each of the Non-Executive Directors is
independent in character and judgement
and free from any business or other
relationship that could affect their judgement
and accordingly, at least half of the Board
(excluding the Board Chair), is considered
independent in accordance with Provision 11
of the 2018 UK Corporate Governance Code
(the ‘Code’).
The Nomination and Governance Committee
reviews Board and Committee composition
annually to ensure that there is effective
succession planning in place, that the Board
and the Committees are of the appropriate
size, structure and composition, with no one
individual or small group having the ability
to dominate decision-making. Given the
current composition of the Board, no undue
reliance is placed on any individual Non-
Executive Director and the Board is satisfied
that it is sufficiently independent in order to
operate effectively.
Board succession
As communicated previously, it is intended
that Agust Gudmundsson and Lydur
Gudmundsson, non-executive directors of
Bakkavor Group plc (‘Bakkavor’), will join the
Board upon completion of the recommended
acquisition of Bakkavor. It is anticipated that
this will occur in early 2026 and, at such
point, both Agust and Lydur will join as non-
independent, Non-Executive Directors and
we look forward to welcoming them to the
Board in due course.
The Board together with the Nomination and
Governance Committee will continue to keep
the composition of the Board under review
and actively consider Board renewal and
succession planning during FY26 to ensure
that it remains strongly positioned to support
and lead the Group into the future.
Further information in relation to Non-
Executive Director refreshment and
succession planning is contained in the
Report of the Nomination and Governance
Committee on pages 88 to 90.
Induction and development
New Non-Executive Directors are engaged
under the terms of a letter of appointment
(available upon request from the Group
General Counsel and Company Secretary)
and undertake a formal induction process
which includes dedicated time with
the Group Executive Team and senior
management, scheduled trips to business
operations together with briefing materials,
in each case tailored based on the experience
and background of the individual and the
requirements of the role.
All Directors visit the Group’s main operating
sites as part of their induction and are
encouraged to make at least one visit to other
sites every year. Such visits, including meetings
with local management and with members of
the wider workforce help Directors understand
the Group’s operations, through direct
experience of touring our facilities and meeting
our people. All Directors are also encouraged
to meet with the Group’s shareholders and
hear their views, with updates on these
interactions provided to the Board.
Each year, the Directors receive training on
governance-related matters and external
advisors are invited to attend Board meetings as
appropriate. In FY25, this included, for example,
training on corporate governance, market
abuse, directors’ duties and sustainability, but
also training relevant to the recommended
acquisition of Bakkavor such as training on
takeovers and the Listing Rules. Directors also
have access to online seminars and training
events to keep up-to-date on developments
in key areas. There is an established procedure
for Directors to take independent professional
advice in the furtherance of their duties,
should they consider this to be necessary.
Board evaluation
The Code specifies that the Board should
undertake a formal and rigorous annual
evaluation of its own performance and that of
its Committees and individual Directors. The
Board recognises the importance of ensuring
sustained improvement and enhancement
of its effectiveness and undertakes various
phases of evaluation to facilitate this, as well
as regularly reviewing its independence.
Each year, the Board conducts an evaluation
of its performance, led by the Board Chair.
Every third year, the evaluation is conducted
externally, by an independent third party.
Following the external evaluation conducted
in FY24, this year’s internal evaluation of
the Board was facilitated by the Company
Secretarial team.
In the FY24 Annual Report and Financial
Statements, a number of recommendations
to enhance the Board’s effectiveness were
outlined, During FY25, the Board gave due
regard to those recommendations and
considered the balance between the Group’s
medium- and long-term strategic objectives,
refinement of the Group’s culture and its
talent management strategy (as part of
succession planning and overall development
and performance).
The FY25 internal evaluation was conducted
by the Company Secretarial team and,
through an online questionnaire, the
operation, performance and effectiveness of
the Board, its Committees and its Chair were
reviewed. The findings of these evaluations
were shared with the Board as a whole. The
evaluation found that the Board was deeply
engaged, maintained strong relationships
and respect for management and operated
within a solid governance framework, and
concluded that the Board and its Committees
were operating effectively, with the skills and
composition for each scoring strongly.
Board diversity as at
26 September 2025
Female Male
By gender
Executive Non-Executive
By role
1 – 3 years 4 – 6 years 7+ years
By tenure
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Our Board,
Corporate head office,
Dublin
Furthermore, the evaluation considered the
Board’s performance, specifically in relation
to the recommended acquisition of Bakkavor,
concluding that there had been high levels of
engagement and the Board had collaborated
effectively, deploying resources efficiently,
and determined the information flow and
advisor input and support to have been
very strong.
Overall, the Board noted strong progress
against the agreed actions from the FY24
evaluation, with some additional focus on site
visits and succession planning recommended
for FY26. The Board also agreed that
integration, synergy realisation and talent
would be key objectives in FY26 upon the
completion of the recommended acquisition
of Bakkavor. The operation, performance and
effectiveness of the Board Committees was
also evaluated and subsequently included on
the agenda for each of the Committees. The
internal evaluations concluded that each of the
Board Committees was operating effectively.
Finally, the FY25 internal evaluations also
facilitated the annual evaluation of the Board
Chair’s performance and effectiveness on
behalf of the Senior Independent Director.
The evaluation confirmed that the Board
Chair’s performance remains strong, and the
Senior Independent Director discussed the
findings and the proposed areas for future
focus with the Board Chair.
The Board Chair held private discussions
with each of the Non-Executive Directors
regarding individual Director performance.
The outcome of these evaluations was
positive, noting that each Director continues
to contribute effectively.
Inclusion and diversity
During FY25, the Board was updated on the
progress made against the Group’s Inclusion
and Diversity Strategy and endorsed inclusion
initiatives taking place across the business.
These included, for example, continued focus
on our three priority areas of gender, ethnicity
and age with extensive colleague engagement
around how the Group can remove barriers and
improve the workplace for underrepresented
groups, leading to an ethnicity-focused plan
of action. The Group has also continued to
invest in improving the work environment for
females by becoming founding signatories of
The Food Business Charter and pledging to
improve female representation.
In addition, for FY26, inclusion and diversity
will remain an important goal in the collective
strategic objectives associated with the
Annual Bonus Plan.
The Nomination and Governance Committee
reviews the Board Diversity Policy annually,
monitoring progress on diversity and, where
appropriate, reports on the process used
in relation to any Board appointments.
Further information in relation to the Board
appointment process is set out on page 88.
The Board remains fully supportive of
the recommendations of the Hampton-
Alexander Review and the Parker Review in
respect of both gender and ethnic diversity
and aims to maintain Board representation
of at least 33% female gender diversity and at
least one director from an ethnic minority.
Detailed information in relation to inclusion
and diversity is set out on pages 51 of the
Strategic Report and 89 to 90 of the Report of
the Nomination and Governance Committee.
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Greencore Annual Report and Financial Statements 2025
Leslie Van de Walle,
On behalf of the Nomination
and Governance Committee
Dear Shareholder,
As Chair of the Nomination and Governance
Committee (the ‘Committee’), I am pleased
to present the report of the Committee for
the year ended 26 September 2025 (‘FY25’).
This report sets out the Committee’s main
areas of focus over the past financial year.
Role of the Committee
The Committee’s responsibilities are outlined
in its Terms of Reference, which can be
found at www.greencore.com. The Terms
of Reference were last reviewed in
September 2025 and no updates were
deemed necessary following the review.
Membership of the Committee
The Committee currently consists of three
independent Non-Executive Directors:
Linda Hickey, Alastair Murray, Helen Rose
and myself as Chair. Further details on the
Committee members’ skills, qualifications,
experience and expertise are set out on
pages 72 and 73.
Committee meetings
During FY25, the Committee held three
scheduled meetings and individual attendance
at these meetings is set out in the table above.
No Director attends discussions relating
to their own appointment. In addition to
the members of the Committee, the Chief
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY25
Leslie Van de Walle 1 February 2023 3/3
Linda Hickey 1 February 2023 3/3
Alastair Murray 1 February 2023 3/3
Helen Rose 1 February 2023 3/3
Executive Officer (‘CEO’) attends meetings
of the Committee when it is considered
appropriate for him to do so.
Board composition
The Committee, together with the Board,
keeps the composition of the Board
under review. The Committee oversees a
formal, rigorous and transparent process for
new Board appointments, taking into account
the Board’s skills, knowledge, experience
and diversity and will consider the attributes
required. It establishes a candidate profile
and, following a thorough interview process,
recommends appointments to the Board for
approval, when required.
Leslie Van de Walle
Dalton Philips
Linda Hickey
Alastair Murray
Anne O’Leary
Helen Rose
Harshitkumar
(Hetal) Shah
0 1 2 3 4 5
Tenure (years)
6 7 8 9
Catherine Gubbins
3
3
1.5
4.5
2.5
7.5
4.5
2.5
Date of next re-election – 29 January 2026.
Report of the
Nomination
and Governance
Committee
“A key focus for the Committee was
to review Board composition to
ensure it is aligned with the Group’s
future requirements.”
Report of the Nomination and Governance Committee
89
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
IT/Technology
Corporate Development (M&A)
Capital Markets
Financial Expertise
Sustainability/ESG
Relevant Industry (Food/Retail)
Enterprise Leadership
Other Board Experience
PLC Board Experience
2
1
3
0
1
1
1
2
0
4
5
3
6
5
5
5
4
6
During FY25, the Committee assessed the size,
structure, and composition of the Board and
its Committees. The assessment considered
Director tenure, current skills, diversity
and future requirements. The Committee
concluded that the Board and its Committees
continue to demonstrate a well-balanced
mix of expertise and experience.
Non-Executive Director changes
There were no Non-Executive Director
changes during FY25. As previously
communicated, it is proposed that Agust
Gudmundsson and Lydur Gudmundsson will
join the Board as non-independent Non-
Executive Directors upon completion of the
recommended acquisition of Bakkavor Group
plc (‘Bakkavor’). As founders of Bakkavor, both
will bring extensive experience not just of
the Bakkavor business but of the industry as
a whole and we very much look forward to
welcoming them to the Board in due course.
Re-election
The Company’s Articles of Association
provide that at every Annual General Meeting
(‘AGM’), each Director shall retire and seek
re-election. Under its Terms of Reference,
the Committee makes recommendations to
the Board concerning the annual re-election
of Directors. New Directors may be appointed
by the Board but are subject to election
by shareholders at the first AGM following
their appointment.
Letters of appointment of each of the current
Non-Executive Directors detail the terms of
appointment and Directors’ responsibilities and
also stipulate the time commitment required
from Directors. Copies of Directors’ letters of
appointment are available to shareholders for
inspection at the AGM and at the Company’s
registered office during normal office hours.
Succession planning
Succession planning for all Directors,
including the Executive Directors, is a
continuing cycle of work. To support the
Committee in assessing the Board’s skills,
experience and diversity, a skills matrix is
maintained and reviewed on an ongoing
basis. The matrix maps skills against the
Group’s strategic priorities to ensure Board
members possess the experience needed to
drive the Group’s longer-term strategy. It also
informs appointments by identifying areas
where additional expertise would strengthen
the Board. The Group’s inclusion and diversity
objectives were also considered as part of
the succession planning process which took
place during FY25.
As mentioned above, the Board look
forward to the proposed addition of Agust
Gudmundsson and Lydur Gudmundsson
and the depth of relevant industry experience
they will bring to the Board.
Directors’ induction and training
As noted on page 86, a comprehensive,
tailored induction programme has been
developed for newly-appointed Non-
Executive Directors, which includes dedicated
sessions with the Group Executive Team and
trips are also scheduled to our sites to spend
time in our business operations and meet our
colleagues. They are provided with detailed
background information including data and
analysis on the Group’s people, sustainability,
commercial, strategic, operational, financial,
governance, risk management and our capital
markets agenda.
As also noted on page 86, Directors receive
ongoing training, development, updates and
briefings on relevant legal, environmental,
social, governance, regulatory and financial
developments, including from the external
auditor and external advisors. The Directors
were consulted about their training
requirements early in the year and through
a questionnaire were asked what categories
they would like to receive additional training
on to supplement their existing skills and
experience. In light of the recommended
acquisition of Bakkavor, in June 2025 the
Board received extensive training in topics
such as Market Abuse Regulations (‘MAR’),
Disclosure and Transparency Rules (‘DTR’),
and the UK Listing Rules as well as others.
Corporate governance developments
During the year, the Committee monitored
compliance with the UK Corporate
Governance Code 2018.
The Committee continues to keep up to date
with corporate governance developments,
and in ensuring that Board and Committee
agendas are reflective of current issues.
Where appropriate, the Committee will seek
support of external advisors to enhance
learning. The UK Corporate Governance
Code 2024 (the ‘2024 Code’) applies to the
Group for the financial year commencing
27 September 2025 (‘FY26’) with the
exception of Provision 29 of the 2024 Code
which will apply from 26 September 2026
(‘FY27’). The Committee has reviewed the
changes to the 2024 Code, and understands
the importance of training in this area.
The Committee has developed a number of
policies and processes in order to enhance
corporate governance standards. Following
approval by the Board, these policies are
reviewed annually by the Committee,
updated where appropriate, and the updates
are submitted for approval by the Board.
The Committee views annual Board
evaluations as essential for improving
governance and enhancing decision-making.
As part of its corporate governance duty,
the Committee also reviewed the evaluation
processes for the Board and its Committees
General experience of Non-Executive Directors
No. of Directors with specific experience in this area No. of Directors that do not have specific experience in this area
90
Greencore Annual Report and Financial Statements 2025
during FY25 to ensure they remained
effective. Further information on the Board
evaluation process can be found on pages 86
and 87.
Inclusion and diversity
The Group’s Board Diversity Policy (the
‘Policy’) (available at www.greencore.com)
sets out the approach taken to ensure
Board appointments support and embrace
difference and nurture an inclusive Board
culture. In this context, diversity not only
encompasses gender, ethnic and social
ambitions/diversities, but also extends
further to differing experience, background,
intellectual and personal strengths. All Board
appointments are made on merit against
objective criteria, in the context of the
overall balance of skills, experience, expertise
and backgrounds that the Board needs to
remain effective. This ethos is integral to the
Nomination and Governance Committee’s
approach when carrying out its duty of
reviewing the Board composition.
With 50% female representation and one
director from an ethic minority, the current
composition of the Board satisfies the
requirements of the Policy. The Board
currently exceeds the recommendations of
the Hampton-Alexander Review with 50%
female representation and is also compliant
with the recommendations of the Parker
Review and Listing Rule requirements (as set
out above).
The Policy sets out the Group’s commitment
to maintain a diverse and inclusive workforce
at all levels across the Group. The Board
keeps updated with the progress of the
Inclusion and Diversity Strategy across the
business, and during FY25, approved the
insertion of ‘diversity’ within our People at the
Core differentiator, as part of the evolution
of the Greencore Way. The Greencore Way
is an integral part of our integrated strategic
framework (as set out on page 7). The
Board continues to drive diversity across
the business at all levels and approved the
voluntary disclosure of the Ethnicity Pay Gap
Report, alongside the Group’s Gender Pay
Gap Report. Given the diverse backgrounds,
the Board openly provide valuable insights
and constructive suggestions in how to
drive more inclusion and diversity. This is in
addition to the guidance provided by our
Workforce Engagement Director (for further
information, please see pages 82 and 83). For
the upcoming year, the Board will maintain
and review its diversity objectives, ensuring
alignment with stakeholder expectations
and the Group’s strategic requirements
while continuing to embed the Policy
across nomination and succession planning
processes. The Policy was last reviewed by
the Committee in September 2025 and no
updates were deemed necessary following
the review.
Diversity representation
The above tables set out information required
to be disclosed under Listing Rule 6.6.6. R(10)
as set out in Annex 1 of the Listing Rules as
at 26 September 2025. For the purposes of
these tables, ‘executive management’ is as
defined in the Listing Rules, as the executive
committee or most senior executive or
managerial body below the Board (or where
there is no such formal committee or body,
the most senior level of managers reporting
to the chief executive), including the company
secretary but excluding administrative and
support staff. For Greencore, this is the Group
Executive Team which includes the Group
General Counsel and Company Secretary.
Collection of data was done on the basis of
self-reporting from each Board member.
The Group gender diversity breakdown,
which is set out on page 51, shows the
gender mix across the organisation (including
senior management and their direct reports),
as at 26 September 2025.
Committee effectiveness
The FY25 evaluation of the operation,
performance and effectiveness of the
Committee was internally facilitated by
the Company Secretarial team through
an anonymous questionnaire, the findings
were then discussed with the Committee
members. The review confirmed that the
Committee continues to function effectively
and efficiently. The evaluation noted that the
Committee was cognisant of the importance
of their role in succession planning should
the recommended acquisition of Bakkavor
go ahead successfully.
Priorities for FY26
Looking ahead to FY26, the Committee
will remain focused on succession planning
and talent management, while continuing
to advance our inclusion and diversity
agenda, particularly in the context of
integrating Bakkavor. I would like to once
again express my gratitude to my colleagues
on the Committee for their ongoing
commitment to both the Board and
the Committee.
Leslie Van de Walle
On behalf of the Nomination
and Governance Committee
17 November 2025
Report of the Nomination and Governance Committee continued
Number of Board
members
Percentage of the
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 50% 2 6 75%
Women 4 50% 2 2 25%
Other – – – – –
Not specified/prefer not to say – – – – –
Number of Board
members
Percentage of the
Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups) 7 87.5% 4 8 100%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 1 12.5% – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
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Strategic Report Directors’ Report Financial Statements
Alastair Murray
On behalf of the Audit
and Risk Committee
Dear Shareholder,
On behalf of the Audit and Risk Committee
(the ‘Committee’) and the Board, I am pleased
to present the report of the Committee for
the year ended 26 September 2025 (‘FY25’).
This report describes how the Committee has
carried out its responsibilities during the year.
The Committee maintained its focus on
matters relevant to the Group’s financial
reporting, including the reflection of business
performance in the Financial Statements, the
assessment of key accounting judgements
and estimates and the continued quality
of related disclosures. At each Committee
meeting, updates on the system of internal
controls and risk management are provided.
Role of the Committee
The Committee’s role, authority, duties and
scope are set out in its Terms of Reference
which are available on the Governance
section of our website, www.greencore.com.
The Committee reviews the Terms of
Reference annually and any amendments
are presented to the Board for approval.
The Terms of Reference were last updated
in September 2025.
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY25
Alastair Murray 1 February 2023 4/4
Helen Rose 11 April 2018 4/4
Harshitkumar (‘Hetal’) Shah 1 April 2023 4/4
Membership of the Committee
The Committee is currently comprised
of three Non-Executive Directors, all of
whom are considered by the Board to be
independent and have financial experience.
The Committee has competence relevant
to the Company’s sector and further details
on the Committee members’ experience
and qualifications can be found in the
biographical details as set out on pages 72
and 73. In accordance with the Committee’s
Terms of Reference, the Group General
Counsel and Company Secretary or their
nominee acts as Secretary to the Committee.
Committee meetings
During FY25, the Committee held four
scheduled meetings and attendance of the
Committee members at these meetings is
outlined in the table above. The meetings of
the Committee are generally scheduled to
take place in advance of Board meetings.
This allows the Committee Chair to provide
the Board with a detailed update on the key
items discussed at the Committee meetings.
During FY25, regular attendees at Committee
meetings included the Chief Executive Officer
(‘CEO’) as well as the Chief Financial Officer
(‘CFO’), Group Financial Controller and
Director of Internal Audit, Risk, Controls and
Compliance. Representatives of the external
auditor, Deloitte Ireland LLP (‘Deloitte’), also
attended each scheduled meeting. In addition,
other individuals from the Group attended
Committee meetings and provided the
Committee with updates on certain key areas
of the business, as requested, including the
Chief Commercial Officer, Chief Operating
Officer, Director of Legal, Director of Health,
Safety and Environment and the Group
Technology Officer. In my capacity as Chair
of the Committee, I am available to all Board
members to discuss any audit or risk-related
issues they may have, either on a collective
Report of the
Audit and Risk
Committee
“The Committee continued to provide
oversight of the Group’s financial
reporting and evaluation of internal
controls and assessment of risks.”
Report of the Audit and Risk Committee
92
Greencore Annual Report and Financial Statements 2025
or individual basis. During FY25, I met with
the external auditor and the Director of
Internal Audit, Risk, Controls and Compliance
without management, on a regular basis. The
Director of Internal Audit, Risk, Controls and
Compliance whose appointment or removal
is subject to Committee approval, has direct
access to both myself and the Committee.
How the Committee has discharged
its responsibilities during FY25
The Committee has an extensive agenda
which focuses on monitoring the
effectiveness of risk management and the
integrity of the Group’s financial reporting,
that any judgements and estimates
made are appropriate, that the external
auditor is effective in its role and that
the Group has an effective internal
controls framework.
Risk
management
and internal
controls
The Committee supports the Board in its duty to review and monitor, on an ongoing basis, the effectiveness
of the Group’s system of internal controls and risk management.
In order to fulfil these duties, during the year under review, the Committee:
• received progress updates on the FY25 Internal Audit Plan which covered, amongst other areas, sustainability
and operational technology as well as Group procurement excellence;
• reviewed and approved the FY26 Internal Audit Plan which sets out the planned activities for the year ahead.
The FY26 plan is informed by principal and functional risk registers, the internal audit universe and discussions
with senior management;
• reviewed the Group Statement of Risk Appetite;
• received presentations on principal and emerging risks, including those relating to climate change, and
discussed, with senior management, the material internal controls and assurance processes which exist to
mitigate and manage these risks in accordance with the Board’s risk appetite;
• received regular reports from the Risk Oversight Committee (the ‘ROC’), which supports the Committee with
ongoing monitoring of the risk management process and is comprised of the Group Executive Team and the
Director of Internal Audit, Risk, Controls and Compliance;
• formally met with the Director of Internal Audit, Risk, Controls and Compliance, who provided reports on the
key audit findings, themes and key issues noted throughout the reviews and progress on closure of actions,
including any overdue actions;
• reviewed the Group’s Treasury Policy;
• received reports in relation to work completed by the Group’s Finance Internal Controls team, including the
effectiveness of relevant controls in place at the financial year end date and proposed focus areas for FY26 as
the Group continues to enhance financial-related controls; and
• reviewed a readiness assessment for the upcoming 2024 Corporate Governance Code in conjunction with
an external advisor.
In light of the above, the Committee continues to be satisfied that the Group’s internal controls environment
remains appropriate and effective and has reported this opinion to the Board.
Financial
reporting
The Committee reviewed the form and content of the Annual Report and Financial Statements, as well as the
half year and full year results statements including the key estimates and judgements made by management in
the preparation of the Financial Statements.
During FY25, the Committee:
• considered the FY24 Annual Report, FY24 Full Year Results Statement and the FY25 Half Year Results
Statement. The Committee reviewed and challenged management on the appropriateness of estimates and
judgements made in the preparation of the Financial Statements;
• reviewed the judgements made with respect to which items should be disclosed separately as exceptional
items in the Financial Statements to confirm that these were in line with policy;
• considered the Group’s tax compliance and tax strategy;
• reviewed papers on the Group’s significant accounting judgements and estimates;
• reviewed the Group’s accounting policies and management’s assessment of the impact of International
Financial Reporting Standards amendments effective during FY25 on the Financial Statements; and
• received updates from the Group’s Finance team with regard to the recommended plans for the integration
of Bakkavor Group plc (‘Bakkavor’).
During FY25, the work of the Committee principally fell under the following key areas:
Report of the Audit and Risk Committee continued
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Strategic Report Directors’ Report Financial Statements
External audit
The Committee reviewed the quality of the external audit and provided oversight in relation to the external
auditor’s relationship with the Group including agreeing the external auditor’s terms of engagement and
monitoring the independence and objectivity of the external auditor, Deloitte.
In November 2024, the Committee also discussed the FY24 external auditor’s report to the Committee with
Deloitte and considered their findings, conclusions and the recommendations arising from their work. It also
reviewed and agreed the Letter of Representation with the external auditor.
Progress on the implementation of the recommendations from the external auditor and updates to internal
controls formed part of the management reports to the Committee during FY25.
The Committee met with Deloitte in January, May and September 2025 to consider and challenge the scope
of the annual FY25 external audit plan, which was set taking into consideration the nature of risks to, and the
strategy of, the Group.
Directors’
compliance
statement
The Committee reviewed the appropriateness of the Directors’ Compliance Policy Statement and also
considered reports from senior management in respect of the compliance structures and arrangements in place
for the year under review to ensure the Company’s material compliance with its relevant obligations. Following
the review, the Committee confirmed to the Board that, in its opinion, the Company is in material compliance
with its relevant obligations.
Going concern
and viability
statement
The Committee’s role, as delegated by the Board, is to carry out an assessment of the adoption of the going
concern basis of accounting and report to the Board accordingly. The Committee challenged and scrutinised
management’s detailed assessment of the Group’s going concern model, including examining and challenging
the underlying assumptions and analysis presented in support of the going concern statement. Financial models
based on a number of scenarios which included under delivery of certain of the Group’s strategic plans were
considered by the Committee, in addition to the impact of the recommended acquisition of Bakkavor, and an
assessment of the borrowing facilities available. Further information is set out on pages 41, 146 and 191.
For the purpose of the viability statement, the Committee’s role, as delegated by the Board, is to review the
underlying processes and key assumptions underpinning the viability statement and report to the Board
accordingly. The Committee reviewed management’s work in assessing the Group’s current position and
potential risks facing the Group, including sensitivity analysis of risks having potential to impact on the Group’s
viability, including under-delivery of the Group’s strategic plans, the loss of a significant customer, near-
term climate-related risks, and the Group’s ability to meet its liabilities in the medium-term, as well as the
appropriateness of the Group’s choice of a three-year assessment period. In addition, in the current year, the
Group has also considered the impact of the recommended acquisition of Bakkavor on the viability of the Group.
Following this review, the Committee was satisfied that management had conducted a robust assessment of the
Group’s emerging and principal risks and recommended to the Board that it approve the viability statement, as
set out on page 41.
Monitoring the integrity of the FY25 Financial Statements, including significant judgements and formal announcements relating to the Group’s
financial performance:
• we reviewed the appropriateness of Group accounting principles, practices and policies and monitored changes to, and compliance with,
accounting standards;
• we reviewed the Half Year and Full Year Results Statements for FY25. Before recommending their release to the Board, we compared the
results to management accounts and budgets, focusing on key areas of judgement, and also discussed the statements with the external
auditor; and
• we reviewed, prior to making recommendations to the Board, the Annual Report and Financial Statements for the year ended 26 September 2025.
94
Greencore Annual Report and Financial Statements 2025
In undertaking our review, we challenged management and discussed with the external auditor the significant judgements and estimates that
had been applied. These were:
Goodwill
The Group had goodwill of £447.3m at 26 September 2025 as set out in Note 12 to the Group Financial
Statements.
Management’s judgement is required in testing the carrying value of goodwill for impairment when comparing
the value in use of the cash generating unit to its carrying value including goodwill. The value in use was
calculated using cash flow projections based on the Group’s approved budget and strategic plans which were
then projected out to perpetuity. The Committee considered the methodology applied and the key assumptions
used in the assessment, which included future profitability, terminal growth and discount rates and the
sensitivities performed on those assumptions. The Committee was satisfied that there was sufficient headroom
and that no impairment was required.
Accounting for
exceptional
items
The Group accounting policy sets out the items that the Group believes are appropriate to disclose separately
as exceptional items. Management’s judgement on whether an item should be classified as exceptional is
presented to the Committee as part of the papers provided to the Committee on significant judgements and
estimates. The Committee challenges management on the disclosure of items as exceptional from a qualitative
perspective and quantitative perspective. In FY25 the most significant items included costs related to the
recommended acquisition of Bakkavor, and costs associated with the ‘Making Business Easier’ programme, and
the Committee reviewed the composition of the costs identified as exceptional. The Committee was satisfied
that the costs that were identified as exceptional in FY25 are appropriate to be presented as exceptional in the
FY25 Financial Statements.
Taxation
Provisions for current and deferred taxation require judgement, including where the treatment of certain items
may be the subject of debate with tax authorities. The Committee received updates relating to both the half
year and FY25 accounting judgements and estimates around the Group’s tax profile, including Pillar 2 and
provisions and recoverability of deferred tax assets. The Committee considered the appropriateness of the
provisions and recoverability of deferred tax assets and the supporting information provided by management.
The Committee was satisfied that the accounting and disclosures relating to taxation are appropriate in the
FY25 Financial Statements.
Provisions
The Group has provisions for lease obligations, remediation and closure and other provisions for potential
litigation and warranty claims. The primary reason for the movement in the provisions was the increase in lease
dilapidations provision in FY25 relating to new leases entered into by the Group during FY25, and an updated
assessment completed by management of the estimated cost of reinstating the Group’s leasehold properties,
together with increases in litigation and warranty claims. The inputs into the provisions amount are subject
to judgement and therefore management included an analysis of provisions to the Committee as part of the
FY25 key judgements paper. Following discussions with management, the Committee was satisfied with the
completeness and classification of the provisions for FY25.
Greencore
Group plc
investment in
subsidiaries
(Company only)
The Company had an investment in subsidiary undertakings of £765.1m. While performance across the Group
improved significantly, it continues to be a key judgement due to reorganisations that occurred in certain
subsidiaries during FY25. Management performed a review of the recoverability of the Company’s investment
in subsidiaries by comparing the carrying value of its investments with its recoverable amount to determine
whether an impairment was required. On the basis of this analysis, the Committee was satisfied that an
impairment of £1.3m of the Company’s investment in subsidiaries was required and therefore, the Company’s
investment in subsidiary undertakings is reported as £763.8m for FY25.
Retirement
benefit
obligations
The Group had recorded net retirement obligations of £5.0m at 26 September 2025 as set out in Note 24 to the
Group Financial Statements. The Group continues to take steps to de-risk the retirement benefit obligations.
The calculation of, and accounting for, retirement benefit obligations involve assessments made in conjunction
with independent actuaries and are therefore subject to estimation. Management prepared an accounting paper
on the underlying assumptions and discussed them with the Committee. The Committee was satisfied that the
estimates made are appropriate at 26 September 2025.
Report of the Audit and Risk Committee continued
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Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Fair, balanced and
understandable assessment
Each year, in line with Provision 25 of the 2018
UK Corporate Governance Code (the ‘Code’)
and the Committee’s Terms of Reference,
the Committee is asked by the Board to
consider whether or not, in its opinion, the
Annual Report and Financial Statements are
fair, balanced and understandable (‘FBU’) and
whether or not it provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
There is an established process in place
to support the Committee in making this
assessment. The main elements of this
process are:
• an internal FBU group, comprising senior
management from Finance, Legal and
Strategy, considered the draft FY25
Annual Report and Financial Statements
focusing on a number of ‘key areas of
focus’, as outlined below;
• a sub-committee of the Board was
formed to complete reviews of the Annual
Report and Financial Statements;
• at the November meeting, the FBU group
reported its observations and conclusions,
including supporting evidence, to the
Committee; and
• the Committee considered the processes
and controls involved in preparing
the FY25 Annual Report and Financial
Statements and discussed the findings of
the FBU group, as well as the observations
of individual Committee members, and
the external auditor.
Following its review this year, the Committee
concluded that it was appropriate to confirm
to the Board that the FY25 Annual Report and
Financial Statements were fair, balanced and
understandable and provided the information
necessary for shareholders to assess the
Group’s position, performance, business
model and strategy. The FBU statement
appears on page 129 of the Directors’ Report.
The ‘key areas of focus’ included ensuring that:
• the overall message of the narrative
reporting is consistent with the
Financial Statements;
• the overall message of the narrative reporting
is appropriate, in the context of the industry
and the wider economic environment;
• the FY25 Annual Report and Financial
Statements are consistent with messages
already communicated to investors,
analysts and other stakeholders;
• the FY25 Annual Report and Financial
Statements, taken as a whole, are
internally consistent and understandable;
• the Chair’s statement and CEO’s review
included a balanced review of the Group’s
performance and prospects, and of the
industry and market as a whole;
• any summaries or highlights are balanced
and reflect the position of the Group
appropriately; and
• examples are of strategic importance and
do not over-emphasise immaterial matters.
Risk management and internal controls
The Board has overall responsibility for
monitoring and reviewing the effectiveness
of the Group’s system of internal controls
and risk management and determines our
strategic approach to risk. The Board’s
approach to risk management is set out in
the Managing our risks section of this Annual
Report on pages 26 to 40. The Committee
reviews the effectiveness of the system and
ensures that there is a process in place for
identifying, evaluating and managing the
significant risks to the achievement of the
Group’s strategic objectives.
Under Section 327(1)(b) of the Irish
Companies Act 2014 (the ‘Act’) and Provision
28 of the Code, the Directors are required to
give a description of the principal risks and
uncertainties which the Group faces. The
principal risks and uncertainties identified
are set out on pages 29 to 40 and form
part of the Directors’ Report. The principal
risks facing the Group include people
risks, operational risks, strategic risks and
commercial risks.
Whilst the Board as a whole is responsible
for the Group’s system of internal controls,
it has delegated responsibility for monitoring
the effectiveness of the Group’s risk
management and internal controls systems
to the Committee. The Committee has
conducted a review of the effectiveness of
the Group’s risk management and internal
controls systems, including those relating
to all material controls including financial,
operational and compliance controls, the
risk management system and the financial
reporting process. The Committee oversees
a risk-based internal audit programme,
including periodic audits of the risk processes
across the Group.
To monitor the effectiveness of the risk
management system, and satisfy itself that
the quality, experience and expertise of the
function is appropriate for the business of
the Group, the Committee also includes risk
deep-dives on its meeting agenda, covering
key risk areas across the Group, and receives
reports on the efficiency and effectiveness
of internal controls. Each of the individual
areas of the business and functional
management teams oversee the process
through which principal and emerging risks
and uncertainties relating to their part of the
business are identified.
During FY25, the Committee reviewed
reports from the ROC, which provide
oversight of the suitability and effectiveness
of the Group’s risk management systems,
including the risk management policy,
protocols and governance. In addition, the
ROC reviews and considers emerging risks
which may impact the Group in the future.
Risks identified and associated mitigating
controls are subject to review by the Board
and the Committee on a regular basis.
The process for identifying, evaluating and
managing risk has been in place throughout
FY25. This system of internal controls is
designed to manage and mitigate, rather
than eliminate, the risk of failure to achieve
business objectives. The internal controls
systems can only provide reasonable
assurance, rather than absolute assurance,
against material misstatement or loss.
Our internal controls and risk oversight
are monitored and continually improved
to ensure compliance with the Financial
Reporting Council Guidance on Risk
Management, Internal Controls and Related
Financial and Business Reporting.
In analysing and reviewing risks, the
Committee and the Board consider the:
• nature and extent of the risks, including
a robust assessment of the principal and
emerging risks facing the Group;
• extent and categories of risks regarded
as desirable or acceptable for the Group
to bear;
• likelihood of the risk concerned
materialising and the impact of associated
risks materialising as a consequence;
• Group’s ability to reduce the incidence
and impact on its business of risks that
do materialise;
• operation of the relevant controls and
controls processes;
• costs of operating particular controls
relative to the benefits in managing
related risks; and
• Group’s risk culture.
The key elements of the Group’s system
of internal controls are as follows:
• clearly defined organisation structures
and lines of authority, including
delegated authorities;
• corporate policies for financial reporting,
treasury and financial risk management,
information technology and cyber
security, project appraisal, capital
expenditure, health and safety, food safety
and corporate governance;
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Greencore Annual Report and Financial Statements 2025
• annual budgets and strategic business
plans for the Group, identifying key risks
and opportunities;
• monitoring of performance against
budgets and forecasts and reporting to
the Directors on a regular basis;
• the Internal Audit function which
independently reviews key business
processes and controls and their
effectiveness; and
• the Audit and Risk Committee, which
approves audit plans, monitors
performance against plans and deals with
significant control issues raised by internal
audit or the external auditor.
The preparation of financial reports is
managed by the Group Finance team.
The Group financial reporting process is
controlled using the Group accounting
policies and reporting systems. The Group
Finance team provides guidance on the
preparation of financial information.
Details of the Group’s hedging and financial
risk management policies are set out in Note
21 and 22 to the Group Financial Statements,
respectively. Details of the Group’s financial
Key Performance Indicators (‘KPIs’) are set out
on pages 18 and 19. These disclosures form
part of the Directors’ Report.
During the year, Finance Internal Controls
coordinated the Finance Internal Controls
Questionnaire, a self-assessment by senior
management on the effectiveness of key
controls. The purpose of this questionnaire
is for management to identify any controls
weaknesses, which are subsequently
addressed. The output of the Finance Internal
Controls Questionnaire is used to frame
the Finance Internal Control team’s plan for
FY26. In addition, an exercise to determine
the material and sub-material controls that
should be identified to comply with Provision
29 of the 2024 Corporate Governance Code
requirement was carried out during FY25.
The identified material controls will also
form part of the Finance Internal Control
FY26 plan.
Finally, the Directors, through the use of
appropriate procedures, systems and the
employment of competent personnel, have
ensured that measures are in place to secure
compliance with the Company’s obligation to
keep adequate accounting records, which are
kept electronically and are available to access
at the registered office of the Company.
Whistleblowing arrangements
Throughout the year, the Committee
reviewed the Group’s mechanisms for
colleagues and third parties to confidentially
and, if desired, anonymously report concerns
related to legal, regulatory, ethical, and
other risk-related issues. The Committee
received comprehensive reports detailing
all concerns raised, whether through the
Group’s whistleblowing hotline and website,
branded as ‘Speak Up!’, or via other direct
channels such as email correspondence
to the Company. The ‘Speak Up!’ hotline
is managed by an independent, external
provider, offering multilingual support and
round-the-clock availability, accessible 24/7
via phone at no cost or through a dedicated
web portal.
The Committee analysed the reported
concerns by examining various dimensions,
including location, nature of the concern,
investigative process, and outcomes of the
investigations. This review also considered
any corrective actions implemented to
strengthen internal controls or processes
based on lessons learned.
These arrangements are supported by the
Group’s Speak Up Policy and the Code of
Business Conduct. The Group continued
to build awareness of ‘Speak Up!’ during
FY25. Awareness efforts included distributing
‘Speak Up!’ posters across all Greencore sites,
sending targeted email communications
to managers, and delivering in-person
presentations to management teams in high-
risk areas. Furthermore, updates were made
to the contact website and all whistleblowing-
related materials, such as training content
and intranet resources, to align with the new
‘Speak Up!’ branding. New employees are also
introduced to the ‘Speak Up!’ framework as
part of their onboarding process.
The Group remains fully committed to
ensuring that all concerns raised are
thoroughly and appropriately investigated,
regardless of the reporting method used.
External audit
The Committee, on behalf of the Board,
is responsible for the relationship with the
external auditor and for monitoring the
effectiveness and quality of the external audit
process. The assessment of the external audit
forms an integral part of the Committee’s
activities. The Committee evaluates the
effectiveness of the external audit through
an assessment of external and internal
factors, taking into consideration the Group’s
business model and strategy, business
risks, and its perception of the reasonable
expectations of the Group’s stakeholders.
Following a formal audit tender process
conducted in FY17, Deloitte was appointed
as the Group’s external auditor and FY19 was
the first year of the Deloitte external audit.
Kevin Sheehan, led the Group audit since
FY21. The Committee would like to extend
our thanks to Kevin for his collaborative and
constructive approach during his tenure.
The lead partner for the audit of the Group’s
Financial Statements in respect of FY25 was
James Schmidt.
In November 2025, in advance of the
finalisation of the Group’s FY25 Annual
Report and Financial Statements, the
Committee received a report from Deloitte
on its key audit findings, including the key risk
areas and significant judgements. In addition,
the Committee considered the Letter of
Representation and the management letter
with the external auditor.
External audit effectiveness
During FY25, the Committee reviewed
and assessed the quality and effectiveness
of the FY25 external audit process based
on evidence obtained throughout the
financial year by reference to the scope
of the audit work undertaken, monitoring
performance against the agreed audit plan,
presentations to the Committee, feedback
from management involved in the audit
process, and separate review meetings held
without management. The Committee also
considered the experience and knowledge
of the external audit team and the results of
post-audit reviews with management and
the Committee.
Overall, the Committee remained satisfied
with the effectiveness of Deloitte based on
its expertise having considered the audit
team, their approach, lines of enquiry and
robust challenge. Following this review, the
Committee concluded that the external
audit was effective and was satisfied with the
level of services provided by Deloitte. The
Committee regularly meets with the external
auditor, absent management, to discuss any
issues that the external auditor may wish to
raise directly with the Committee.
Independence
To safeguard the external auditor’s
independence and objectivity, the
Committee takes into account the
information and assurances provided by
the external auditor confirming that all of
its network firms and engagement team
members are independent of the Group.
Two separate policies are in place to
safeguard the external auditor’s independence
and objectivity. One policy sets out
comprehensive procedures surrounding
the provision of non-audit services by the
external auditor. The procedures are also set
out in the Committee’s Terms of Reference.
In line with that policy, the Committee
reviewed the level of fees incurred during
FY25 for the provision of non-audit services.
Report of the Audit and Risk Committee continued
97
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
During FY25, Deloitte provided Independent
Person Reports in conjunction with Summary
Approval Procedures completed under the
Act by subsidiary companies in the Group
and provided reporting accountant services
in connection with the recommended
acquisition of Bakkavor, which is considered
in line with normal practices.
The external auditor’s fees for those non-
audit services equated to c.130% of the
overall external audit fee.
The Committee was satisfied that the work
was best handled by the external auditor
because of its knowledge of the Group
and the services provided did not give rise
to threats to independence. Appropriate
safeguards were put in place to mitigate
any threats to independence, primarily
self-interest threat and the related impact
on financial statements. Such safeguards
included, separate audit and advisory teams,
the work being managed by an independent
partner and a separate member firm. No
further non-audit services were provided
by Deloitte. See Note 13 to the Company
Financial Statements on page 195.
The second policy restricts the Group from
hiring key members of the external audit
team for a specified period of time post
their employment with the external auditor.
In addition, any offer to a former employee
of the audit firm must be pre-approved by
the Committee where the offer is made
in respect of a senior executive position.
Both policies are circulated to management
regularly and reviewed annually by the
Committee. No former employees of
Deloitte to whom the policies would apply
were hired by the Group during FY25.
Based on our review of the services provided,
and discussion with the lead audit partner,
the Committee is satisfied as to the external
auditor’s effectiveness, independence and
objectivity, and, accordingly, it is intended
that an advisory resolution will be put to the
shareholders at the forthcoming Annual General
Meeting in 2026 in relation to the continuation
in office of Deloitte as external auditor.
Committee effectiveness
During FY25, an internal evaluation of the
operation, performance and effectiveness
of the Committee was conducted by way
of one-to-one conversations between the
Committee Chair and each of the members,
supported by an analysis of how the
Committee was performing against key areas
of its Terms of Reference. The outcome of
the evaluation was reviewed and discussed
at a meeting of the Committee in September
2025. The review confirmed that the
Committee continues to operate effectively
and efficiently and has the skills and expertise
required to perform its role appropriately.
The Committee agreed to focus on the
implications of the recommended acquisition
of Bakkavor, as well as continuing to
challenge management appropriately.
I would like to extend my thanks to my
Committee colleagues for their work and
support during the year. The Committee will
continue to provide clear and meaningful
disclosures on its activities while actively
monitoring developments across the broader
regulatory landscape.
Alastair Murray
On behalf of the Audit and Risk Committee
17 November 2025
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Greencore Annual Report and Financial Statements 2025
Linda Hickey
On behalf of the
Remuneration Committee
Dear Shareholder,
On behalf of my colleagues on the
Remuneration Committee (the ‘Committee’)
and the Board, I am pleased to present
the Committee’s Report on Directors’
Remuneration (this ‘Report’) which comprises
the Annual Report on Remuneration for the
financial year ended 26 September 2025
(‘FY25’) and the proposed 2026 Remuneration
Policy (‘2026 Policy’).
FY25 has been a busy year for the Committee.
As well as ensuring that we continued to
implement our 2023 Remuneration Policy
(‘2023 Policy’) to reinforce delivery of our
business strategy and the achievement of
the Group’s medium-term priorities, the
Committee has been closely and actively
involved in the implications for remuneration
of Greencore’s recommended acquisition of
Bakkavor Group plc (‘Bakkavor’).
FY25 also marked the third year of the term
of our 2023 Policy. As an Irish incorporated
company listed on the London Stock
Exchange, Greencore is not bound by the
UK or EU Shareholder Rights Directive
II requirements relating to executive
remuneration. However, in keeping with our
past practice we seek to comply voluntarily
with these requirements, including to limit
the life of each Policy to a maximum of
three years. Therefore, we intend to seek
re-approval of the remuneration policy via
an advisory resolution at the 2026 Annual
General Meeting (‘AGM’), to which we are
proposing some changes as described below.
2026 Remuneration Policy
Background
Over the last three years, Greencore has
performed strongly. The business, led by
Dalton Philips and Catherine Gubbins, has
delivered significant Adjusted Operating Profit
growth (from £72.2m in FY22, to £76.3m
in FY23, £97.5m in FY24, and £125.7m in
FY25), and an improved Return on Invested
Capital (‘ROIC’) of 15% in FY25 (from 11.5% in
FY24, 8.9% in FY23 and 8.4% in FY22). These
results have underpinned the recovery in
the share price and Greencore’s Relative
Total Shareholder Return (‘TSR’) since
2023; over the last three financial years,
TSR has been 168.9%, far exceeding the
upper quartile TSR of our comparator group
(70.3% over the same period). At the same
time, Greencore has been investing in the
future, through its Making Business Easier
transformation programme and a continued
focus on product innovation and Operational
Excellence as enablers of further efficiencies
and success for stakeholders.
More recently, the business has also been
focused on the recommended acquisition of
Bakkavor. This was approved by Greencore
and Bakkavor shareholders in early July.
While completion remains subject to
regulatory approvals, the combination of two
complementary businesses across food for
now and food for later is expected to deliver
significant operating efficiencies, synergies
and economies of scale to further strengthen
the Group’s platform for growth.
Looking forward, the Committee believes it
is critical that the 2026 Policy is sufficiently
flexible to enable the Committee’s approach
to remuneration to keep pace with the
evolution of Greencore’s strategic objectives
over an important next chapter. The
acquisition of Bakkavor will also reshape
the scale, complexity and profile of the
Group; as a result, the markets in which we
compete for talent will also evolve to include
increasingly complex and larger organisations.
Therefore, our remuneration policy will need
to motivate and retain our well-regarded
and strong-performing team, incentivise and
reinforce success in a manner which aligns
the executive experience with those of all
stakeholders (internally and externally), but also
appropriately keep pace with the competitive
landscape as our talent markets change. We
believe our proposals, described below, are
Report on
Directors’
Remuneration
“Greencore has continued to outperform
expectations. We look ahead with
confidence at delivering our ambitions
for the benefit of all stakeholders,
underpinned by a remuneration
policy which reinforces success
and a performance culture of which
we are proud.”
Report on Directors’ Remuneration
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Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
aligned with these aims and on which we are
now seeking approval at the 2026 AGM.
2026 Policy proposals
The Committee concluded from its review
that the structure of the current remuneration
policy remains fit-for-purpose; it supports
delivery of the strategy, reflects governance
good practice, and enables the Committee
to structure packages that are appropriately
competitive in the context of its markets for
senior executive talent. As a result, we are
proposing no change to the 2023 Policy in
respect of fixed pay (i.e. base salary, pension
and benefits). We are also proposing to retain
a standard incentive framework comprising
the Annual Bonus Plan (‘ABP’) and a single
Performance Share Plan (‘PSP’).
While no changes are proposed to package
structure, the Committee is proposing
increases to the award opportunity limits
provided for in the 2023 Policy in respect
of the ABP and PSP. These have remained
unchanged since FY17 and, as Greencore
enters an important period of strategic
delivery and growth, the Committee believes
it would be appropriate to provide some
flexibility in the 2026 Policy to upweight
the emphasis of the package toward
variable pay and align even more closely the
interests of our well-regarded and strong-
performing Executive Directors with those
of shareholders. It is proposed that the
Policy limit for the maximum annual PSP
opportunity be increased from 200% to 250%
of salary. In addition, to help future-proof
the 2026 Policy, for the next three years it
is proposed to increase the maximum ABP
opportunity from 150% to 175% of salary,
although this additional ABP headroom is
expected to be first availed of (for the CEO
only) in FY27.
The Committee is also proposing to disapply
the mandatory deferral requirement of ABP
where an Executive Director has met their
shareholding requirement. The Committee
views bonus deferral as a means of aligning
the interests of shareholders and executives
over the medium-term, through exposure
to Greencore’s share price. However, once
an executive has acquired (through self-
purchases) or earned (through share-based
incentives) a significant total holding of
Greencore shares, the Committee considers
it to be appropriate to relax the mandatory
deferral requirement and instead allow the
bonus earned to be paid in cash. Noting
that deferral also provides a means to
recover incentives in the event of failure,
the Committee has reviewed Greencore’s
clawback provisions to ensure they remain
robust and enforceable. The Committee
has also reviewed the current shareholding
requirement and is proposing to modify
this to be set at 200% of salary (the current
level) or one-times the annual PSP award
opportunity, if higher. We believe this change
is appropriate, in line with market norms and
reflective of good practice.
The Committee will also keep the Policy
framework under review as we move forward,
to ensure it continues to effectively support
delivery of Greencore’s strategic objectives.
We will consult again if any subsequent
changes to the 2026 Policy (or material
revisions to its implementation) are proposed.
Alongside the renewal of the remuneration
policy at the AGM in January 2026, we
will also be seeking shareholder approval
to update the Rules of our PSP. The Rules
of our current PSP were last approved
by shareholders in 2023 and included an
individual award limit of 200% of salary. It is
intended that the revised Rules of the PSP will
be consistent with the existing Rules, save for
the change to the maximum individual award
limit and bringing the dilution limits into line
with recent revisions to investor guidelines.
Remuneration in FY26
Chief Executive Officer (‘CEO’)
As noted in our 2022 and 2023 Annual
Reports, Dalton’s base salary and incentive
opportunities were set on his appointment
to reflect the scale of Greencore at the
time. Over his tenure to date, Dalton’s
performance has been consistently strong
and his contribution to Greencore invaluable.
As the Board looks forward with confidence,
the Committee has resolved that Dalton’s
base salary should be brought back into line
with an appropriately competitive market
positioning, alongside the proposed increase
to the PSP opportunity explained above.
For FY26, Dalton’s remuneration package will
be as follows:
Base salary: €830,000 (+3.5% in line with
budgeted workforce increase,
+7.2% merit increase)
Pension: 8% of salary (no change)
ABP
opportunity:
150% of salary (no change)
PSP
opportunity:
250% of salary (FY25: 200%)
This package is set in the context of the
competitive range at sector comparators
(comprising constituents of the PSP TSR
comparator group) and other FTSE 250
companies of equivalent scale to Greencore
currently (i.e. excluding the impact of the
recommended acquisition of Bakkavor).
In the interests of transparency, the ongoing
appropriateness of Dalton’s package will be
kept under review during the 2026 Policy
term. To the extent merited by his continued
strong performance in the role (and of the
Group more generally), and to ensure the
remuneration opportunity appropriately
reflects Greencore’s increased scale and
complexity once Bakkavor is integrated, the
Committee envisages that further above-
inflation adjustments to Dalton’s salary will
be necessary in FY27 (and FY28, if needed)
in addition to the aforementioned increase
in ABP opportunity. Any further adjustments
will be implemented to ensure we continue
to meet our stated remuneration principle
of ‘alignment and fairness’ that applies to the
wider workforce as a whole.
Chief Financial Officer (‘CFO’)
Catherine Gubbins joined Greencore in
early 2024. As in the case of the CEO, the
CFO’s package was reset on Catherine’s
appointment, to reflect the scale and
complexity of the Group at the time but also
that this was Catherine’s first listed company
Director role. We indicated at the time that we
would keep the below-market positioning of
Catherine’s remuneration under review in the
context of her performance and development
in role. Catherine has established herself
within a short timeframe as a key enabler
of Greencore’s success, in the context of
which the Committee believes it is no longer
appropriate for her total remuneration
opportunity to remain so heavily discounted
relative to market norms, particularly
Catherine’s salary which is bottom quartile
relative to our primary market for talent for this
role (other FTSE 250 companies of equivalent
scale to Greencore currently). Therefore,
the Committee has approved the following
remuneration package for Catherine for FY26:
Base salary: €500,000 (+3.5% in line with
budgeted workforce increase,
+17% merit increase)
Pension: 8% of salary (no change)
ABP
opportunity:
150% of salary
(FY25: 120%)
PSP
opportunity:
200% of salary
(FY25: 150%)
Subject to continued performance in role,
the Committee will keep under review the
competitiveness of Catherine’s salary and
consider if a further adjustment in FY27 is
required to achieve an appropriate level of
ongoing market competitiveness.
Any decisions with respect to package
evolution in future years will be explained fully
in the relevant Directors’ Remuneration Report.
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Greencore Annual Report and Financial Statements 2025
FY26 ABP
The ABP opportunity for FY26 will continue
to be based 75% on financial performance
and 25% on collective strategic objectives.
The financial element will remain based
on a combination of Adjusted Operating
Profit (weighted 50%) and Free Cash Flow
(weighted 25%). For FY26, the collective
strategic objectives will reinforce, among
others, our Sustainability Strategy, our people
agenda as well as integration activities (to the
extent that the recommended acquisition
of Bakkavor completes during the year).
Performance for each element will be
measured over the full year. The targets
and the associated outturn will be disclosed
in the FY26 Annual Report on Remuneration,
in line with prior practice.
FY26 PSP
Vesting of the FY26 PSP opportunity will be
based on performance over a three-year
performance period against four measures,
consistent with awards made in FY25:
Adjusted Earning Per Share (‘EPS’) (weighted
32.5%), Relative TSR (30%), ROIC (32.5%) and
carbon emissions reduction (5%). At the time
of finalising this Report, in the context of
the anticipated completion of the Bakkavor
acquisition, the Committee has not finalised
the targets for the FY26 PSP cycle. These
will be disclosed in the RNS announcing the
awards which, subject to approval of the
2026 Policy by shareholders, are expected to
be made shortly following the 2026 AGM.
Shareholder engagement
The Committee Chair engaged with
shareholders on the proposals outlined above
to inform the Committee’s final decision-
making on the structure and implementation
of the revised policy. We wrote to
shareholders holding approximately 62%
of the Company’s issued share capital. The
Committee welcomes the feedback received
through this process and the indications
of support for the proposals. All feedback
was reviewed in detail ahead of finalising
the proposals that are now being put to a
shareholder vote at the AGM.
Incentive outcomes for FY25
FY25 ABP
The FY25 ABP was based 50% on Adjusted
Operating Profit, 25% on Free Cash Flow and
25% on collective strategic objectives. The
Group has delivered very strong financial
outturns in the year under review, exceeding
the maximum performance levels set at
the start of the year for each of Adjusted
Operating Profit and Free Cash Flow.
Executive Directors’ collective strategic
objectives focused on strategy, portfolio
execution and the Group’s multi-year
transformation programme Making Business
Easier, but also importantly the Group’s
key pillars of sustainability, talent, inclusion
and diversity. While some challenges were
experienced in relation to delivery against
certain of the sustainability objectives,
performance was considered to be strong
and the Committee assessed the overall ABP
payout of the collective strategic objectives
to be 90% of maximum.
FY23 PSP
The FY23 PSP awards were based on a
three-year performance assessment from
FY23 through FY25, measuring cumulative
Adjusted EPS, ROIC for FY25 (‘FY25 ROIC’)
and TSR relative to our sector peers (‘Relative
TSR’). The Committee was pleased to note
Greencore’s strong performance trajectory
over the performance period, which has
resulted in the FY23 PSP vesting in full.
Dalton Philips’ award remains subject to
a two-year post-vesting holding period
(Catherine Gubbins did not participate in this
cycle, having joined Greencore in FY24).
Non-Executive Director fees
In line with the wider Group, the Committee
agreed an inflationary increase of 3.5% for
the Board Chair’s fee for FY26. The Board
Chair and Executive Directors also agreed
an inflationary increase of 3.5% for Non-
Executive Director fees for FY26.
Concluding remarks
FY25 has been another year of very
strong performance and the Committee
commends the Group Executive Team on
its achievements in the year. Greencore
is well-placed to continue to deliver its
growth ambitions and create further value
for all stakeholders. The Committee believes
that its proposals for the 2026 Policy and
implementation in FY26 thereof achieve its
aim of ensuring that the reward framework
aligns pay with performance and supports
the long-term stability of the Group, for the
benefit of shareholders and stakeholders
alike, in a manner that is underpinned by our
core principles of fairness and alignment.
We hope we can count on your support for
our proposed approach for all resolutions at
the 2026 AGM. Finally, I would like to thank
my fellow members on the Committee
and the wider Board for their valuable
contribution to the remuneration agenda
during FY25.
Linda Hickey
On behalf of the Remuneration Committee
17 November 2025
Report on Directors’ Remuneration continued
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Strategic Report Directors’ Report Financial Statements
Remuneration at a glance
The purpose of this section is to provide an overview of the Group’s performance in FY25, as well as the remuneration received by our Executive
Directors. Full details can be found in the Annual Report on Remuneration on pages 112 to 121.
The Company is putting the 2026 Remuneration Policy (the ‘2026 Policy’) to an advisory shareholder vote at the AGM of the Company to be
held on 29 January 2026. If approved, the 2026 Policy will take effect from the date of the AGM and apply for a period of up to three years.
The 2026 Policy is set out on pages 103 to 111.
FY25 remuneration outcomes
FY25 Annual Bonus Plan (‘ABP’)
The annual bonus for FY25 was based on a financial element (weighted 75% of the bonus) and collective strategic objectives (weighted 25%
of the bonus). The maximum annual bonus opportunity in FY25 was 150% of basic salary for the CEO and 120% of basic salary for the CFO.
The financial performance targets and actual performance outcomes for FY25 are set out in the table below. Further details on the achievement
of collective strategic objectives are set out on pages 114 to 115.
Performance targets
Measure
Weighting
(% of total)
Threshold
(0% payout)
Target
(50% payout)
Stretch
(100% payout)
Actual FY25
outturn/
achievement Resulting bonus outcome
Adjusted Operating Profit 50% £102.9m £108.6m £120.0m £125.7m 50% out of 50%
Free Cash Flow 25% £78.8m £83.1m £91.9m £120.5m 25% out of 25%
Financial element 75% 75% out of 75%
Collective strategic objectives 25% See pages 114 and 115 for details 22.5% out of 25%
Discretion applied by the Committee n/a
CEO payout 97.5% out of 100%
(146.25% of salary)
CFO payout 97.5% out of 100%
(117% of salary)
FY23 Performance Share Plan (‘PSP’)
The FY23 PSP award was based 1/3rd on Adjusted EPS growth, 1/3rd on ROIC and 1/3rd on Relative TSR performance conditions. The performance
targets were exceeded and awards will vest in full. Target and actual outturns are set out in the table below.
Weighting
(% of award) Performance targets Actual outturn
Vesting
(% of element)
Cumulative EPS (FY23 + FY24 + FY25) 1/3rd 29.2p to 32.2p 40.6p 100%
FY25 ROIC 1/3rd 9.5% to 10.5% 15% 100%
Relative TSR vs. bespoke group of sector peers 1/3rd Median to upper quartile Above upper quartile 100%
Total 100%
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Greencore Annual Report and Financial Statements 2025
Implementation of the 2026 Remuneration Policy in FY26
Element of pay Implementation in FY26
Fixed remuneration
Base salary Dalton Philips: €830,000. As explained at the start of this Report, Dalton received an 11% salary
increase, comprising an inflationary increase aligned to that budgeted for the workforce (3.5%) and
a merit increase of 7.2%.
Catherine Gubbins: €500,000. As explained at the start of this Report, Catherine received a 21.1%
salary increase, comprising an inflationary increase aligned to that budgeted for the workforce (3.5%)
and a merit increase of 17.0%.
Pension In line with the 2026 Remuneration Policy, Dalton Philips and Catherine Gubbins will each continue to
receive a pension contribution of 8% of salary, which is in line with the pension contribution currently
available to the wider colleague base.
Benefits In line with Policy.
Variable pay
Annual Bonus Plan
(‘ABP’) and Deferred
Bonus Plan (‘DBP’)
For FY26, the maximum opportunity will be 150% of salary for both the CEO and CFO. The
performance measures for FY26 are: 50% Adjusted Operating Profit, 25% Free Cash Flow and 25%
collective strategic objectives. 50% of any bonus earned will be deferred into shares for three years
under the DBP, consistent with the 2026 Remuneration Policy (and unchanged from the 2023 Policy).
If an Executive Director meets their in-post shareholding guideline at the time of payment, future
bonuses will be paid entirely in cash.
Performance Share
Plan (‘PSP’)
For FY26, the maximum opportunity will be 250% and 200% of salary for the CEO and CFO respectively.
PSP awards will be based on three-year performance against four performance measures: Adjusted
EPS (32.5%), ROIC (32.5%), Relative TSR (30%), and Scope 1 and 2 carbon emissions reduction (5%).
PSP awards granted to Executive Directors are subject to a three-year performance period and an
additional two-year holding period. Vested awards may not be sold during the holding period except
to cover tax liabilities.
Shareholding requirement For FY26, will be increased to 250% of salary for the CEO (CFO: unchanged at 200%).
Safeguards and risk management Malus and clawback provisions apply to the ABP and the PSP both prior to vesting and for a period of
two years post-vesting. This enables the Company to withhold vesting of any awards and/or recover
sums paid or shares issued on the occurrence of specific trigger events, including but not limited
to misconduct, a material misstatement of the Company’s audited results, a material failure of risk
management, a material breach of health and safety regulations, or serious reputational damage.
Report on Directors’ Remuneration continued
Remuneration at a glance continued
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2026 Remuneration Policy
The 2026 Remuneration Policy (the ‘2026 Policy’) set out below will be put to an advisory shareholder vote and, subject to shareholder approval,
will become effective from the date of the AGM in 2026. The main aim of the 2026 Policy is to align the interests of Executive Directors with
the Group’s strategic priorities and the long-term creation of shareholder value. The 2026 Policy is intended to pay the Executive Directors
competitively and appropriately – without being excessive. When setting the 2026 Policy (and determining the approach to its implementation
for the Executive Directors), the Remuneration Committee (the ‘Committee’) took into account a number of factors, including the business
strategy, remuneration practices of other companies of similar size and scope, the stakeholder context (in particular remuneration practices
throughout the Group), and the regulatory and governance framework.
Remuneration principles
The following principles remain the Committee’s framework to guide remuneration decisions:
Principle In action
Alignment and fairness • enabling all employees to become shareholders;
• operating a Performance Share Plan (‘PSP’) for senior management personnel;
• to the extent possible, offering share plans to all eligible colleagues;
• operating shareholding guidelines (including for a period post-employment), bonus deferral and
a post-vesting holding period for Executive Directors’ PSP awards; and
• keeping shareholder value creation and the stakeholder context in sharp focus.
Pay-for-performance • linking variable remuneration to key pillars of success for Greencore;
• setting targets that are appropriately stretching and vesting levels that are reflective of the
shareholder experience;
• avoiding reward for mediocre performance; and
• ensuring personal and strategic objectives are defined, accurately assessed and clearly communicated.
Transparency and simplicity • communicating clearly and effectively all decisions to shareholders through shareholder engagement
and the Annual Report and Financial Statements; and
• using a simple incentive structure based on measures that are central to our strategy and business model.
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Executive Directors’ Remuneration Policy table
The table below sets out the elements and purpose of Executive Directors’ remuneration and how each element operates, as well as the
maximum opportunity of each element and any applicable performance measures. The 2026 Policy set out in this Report is largely unchanged
from that approved by shareholders in 2020 and 2023, save as explained in further detail in the introductory letter from the Remuneration
Committee Chair at the front of the Report on Directors’ Remuneration. Changes to the 2026 Policy for Executive Directors are italicised below.
Element of
remuneration Purpose and link to strategy Operation Maximum opportunity Performance measures
Base salary
To provide the basis of
a market-competitive
overall remuneration
package.
Base salaries are determined taking into
account a number of factors, including:
• individual responsibilities,
performance and experience;
• the role, skills and contribution of
individuals;
• practice at other companies of a
similar size and complexity;
• the pay arrangements throughout
the organisation; and
• the Company’s progress towards
its objectives.
Salaries are usually reviewed during
November of each year and any
increases will normally be effective
from the preceding 1 October.
However, the Committee reserves
the right to make salary increases
effective from any other time where
considered appropriate.
Whilst there is no maximum salary,
increases will normally be in line with
the average increase awarded to other
colleagues in the Group.
However, the Committee retains the
discretion to make increases above
this level in certain circumstances,
including, but not limited to:
• an increase in scope and/or
responsibility of a role;
• a new Executive Director being
moved to market competitive
positioning over time; and
• an existing Executive Director falling
below the appropriately competitive
market positioning.
Not applicable.
Pension
To provide
competitive
and appropriate
retirement plans.
Executive Directors are able to
participate in a defined contribution
pension scheme, as is available to the
majority of the Group’s workforce in
the relevant market and/or receive a
non-pensionable cash allowance.
The Company’s maximum
contribution/cash allowance for
Executive Directors is in line with the
pension contributions available to
the majority of the Group’s workforce.
This is currently 8% of salary.
Not applicable.
Benefits
To provide market
typical benefits to
ensure that the
overall remuneration
package is
competitive.
Executive Directors are eligible to
receive benefits, including but not
limited to, health insurance for the
individual and their immediate family
(or an agreed allowance with which to
arrange cover personally), life assurance
and permanent health insurance, and
a car allowance (or a company car and
payment of related expenses).
Other benefits may be provided at the
discretion of the Committee based on
individual circumstances and business
requirements, such as appropriate
relocation and expatriate allowances
and support.
The cost of benefit provision will
depend on the cost to the Company
of providing individual items and
the individual’s circumstances and
therefore there is no maximum value.
Not applicable.
Report on Directors’ Remuneration continued
2026 Remuneration Policy continued
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Element of
remuneration Purpose and link to strategy Operation Maximum opportunity Performance measures
Annual Bonus
Plan (‘ABP’)
To incentivise
and reward the
achievement of
annual financial and
non-financial targets,
in line with the
Company’s strategic
objectives.
The deferred element
strengthens the
alignment of the
interests of Executive
Directors and
shareholders while
an Executive Director
is building up a
holding to meet the
in-post shareholding
guideline.
Performance is assessed over the
relevant financial year.
The level of payment is determined
by the Committee after the year-end,
based on performance against targets
and any additional factors it deems
significant.
A proportion (normally 50% unless
the Committee determines otherwise)
of any bonus is paid in cash, with
the remainder deferred into a share
award under the Deferred Bonus
Plan. Once an Executive Director has
met their shareholding guideline, the
requirement to defer any element
of bonus above such shareholding
guideline shall cease to apply.
Cash bonuses are paid following
the year end.
Deferred Bonus Plan (‘DBP’)
The deferred shares will normally vest
three years after the grant of an award
(unless the Committee determines an
alternative vesting period is appropriate).
The vesting of deferred shares will
normally be subject to continued
employment.
Dividend equivalents may be awarded
in respect of the awards that vest.
The annual bonus is subject to malus
and clawback provisions as described
in the relevant section following this
Policy table.
The maximum annual bonus
opportunity is 175% of salary. The
bonus earned at threshold performance
is nil (unless the Committee determines
an alternative payout level, of up to 25%
of the award, is appropriate) with up to
50% of the award normally payable for
target performance. 100% of the award
is payable for maximum performance.
The bonus is
determined
based on financial
performance
metrics and
collective strategic
objectives.
Measures and
weightings will
be determined at
the start of each
performance year
to align with the
Group’s short-
term financial and
strategic priorities.
No more than
25% of the annual
bonus opportunity
will be based on
collective strategic
objectives.
The Committee
sets targets every
year to ensure
that they are
appropriately
stretching.
Further details,
including targets
attached to the
annual bonus
for the year
under review, are
provided in the
Annual Report on
Remuneration.
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Greencore Annual Report and Financial Statements 2025
Element of
remuneration Purpose and link to strategy Operation Maximum opportunity Performance measures
Performance
Share Plan
(‘PSP’)
To create alignment
between the interests
of Executive Directors
and shareholders
through the delivery
of rewards in
Company shares.
To incentivise
Executive Directors
to deliver long-term
shareholder value
creation and the
achievement of
targets aligned to
the success of the
strategy.
Awards of conditional shares, nil-cost
options, or forfeitable shares are made
annually, with vesting dependent on
the achievement of performance
conditions.
Awards normally vest based on
performance measured over a period
of three years or such other period
as the Committee may determine.
The Committee determines the extent
to which the performance measures
have been met. In adjudicating the final
vesting outcome, the Committee will
also consider the underlying business
performance, as well as the value
created for shareholders. The formulaic
vesting outcome may be adjusted
where, in the Committee’s opinion,
an adjustment is warranted.
An additional two-year holding
period applies to Executive Directors’
vested shares before they are
released to Executive Directors
on the fifth anniversary of the grant
date (or another date determined
by the Committee).
In respect of vested PSP awards that are
still subject to a holding period, awards
will normally be released at the end
of the holding period. However, the
Committee has discretion to determine
otherwise, taking into account the
circumstances at the time.
Dividend equivalents may be awarded
in respect of the awards that vest.
PSP awards are subject to malus and
clawback as described in the relevant
section following this Policy table.
The maximum annual award level is
250% of salary.
For threshold levels of performance, up
to 25% of the award vests, increasing
to 100% of the award for maximum
performance.
There is straight-line vesting between
these points.
Performance
measures are
selected to align
with the Group’s
longer-term
strategy.
The Committee
determines targets
for each cycle to
ensure that they
are appropriately
stretching and
represent value
creation for
shareholders,
whilst remaining
motivational for
management.
Further details,
including the
targets attached to
awards in respect
of each year, are
provided in the
Annual Report on
Remuneration.
All employee
share plans
To the extent
possible, enable
eligible employees to
become shareholders
in Greencore.
To the extent possible, the Executive
Directors are eligible to participate
in any tax-authority approved,
all employee share plans offered by
the Company on consistent terms
as other eligible employees in the
relevant jurisdiction.
In addition to existing employee share
plans (and other share plans applicable
to employees) of the Group, the Board
may introduce other employee share
plans from time to time in accordance
with applicable law.
To the extent possible, Executive
Directors are eligible to participate on
the same terms as offered to other
eligible employees; subject to the limits
set out in the relevant Irish or UK tax
legislation and/or revenue rules.
Not applicable.
Report on Directors’ Remuneration continued
2026 Remuneration Policy continued
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Executive Director shareholding guidelines and policy
The Committee continues to recognise the importance of Executive Directors aligning their interests with shareholders through building up
a significant shareholding in the Company. Shareholding guidelines are in place whereby all Executive Directors are required, under normal
circumstances, to acquire a holding of shares in the Company equal to at least 200% of salary, typically over a five-year period commencing on
the date of their appointment to the Board. From FY26, where an Executive Director’s annual PSP award opportunity exceeds 200% of salary,
the shareholding guideline will be increased and set in line with that award opportunity. Details of the Executive Directors’ current shareholdings
are provided in the Annual Report on Remuneration.
Executive Directors are also subject to a post-employment shareholding policy and will normally be expected to maintain a holding of
Greencore shares at a level equal to the lower of the in-post shareholding guideline or the individual’s actual shareholding for a period of two
years from the date the individual ceases to be a Director. For the purpose of this post-employment shareholding policy, the following shares
shall count towards the shareholding: vested DBP shares, unvested DBP shares (carried at an assumed net of tax number) and vested PSP shares
(including those subject to a holding period). For the avoidance of doubt, any shares purchased by an Executive Director in the open market shall
be excluded from this shareholding requirement.
The specific application of this shareholding policy will be at the Committee’s discretion.
Malus and clawback
The annual bonus (both the cash and deferred elements) and PSP awards are subject to malus and clawback provisions, i.e. forfeiture or
reduction of the deferred portion or recovery of paid amounts, in exceptional circumstances. Such circumstances include, but are not limited to,
serious misconduct, a material misstatement of the Company’s audited results, a material failure of risk management, a material breach of health
and safety regulations or serious reputational damage to any member of the Group.
Awards are subject to malus and clawback until the second anniversary of vesting. This timeframe reflects the period over which the Company’s
processes and systems are likely to uncover any of the listed trigger events.
Payments from previously agreed remuneration arrangements
The Committee reserves the right to make any remuneration payments and payments for loss of office (including the exercise of any discretion
available to it in connection with such payments), notwithstanding that they may not be in line with the 2026 Policy, but where the terms of
the payment were agreed either before the 2026 Policy came into effect or 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.
This does not apply to pension contributions for new appointments to the Board, which will be aligned with the pension contribution available
to the majority of the Group’s workforce on appointment to the Board. Details of any such payments will be set out in the Annual Report on
Remuneration as they arise.
Discretion
The Committee may make non-material amendments to the 2026 Policy (e.g. for regulatory, exchange control, tax or administrative purposes
or to take account of a change in legislation) without obtaining shareholder approval for that amendment.
The Committee has discretion to adjust the formulaic ABP and PSP vesting outcomes to ensure alignment of pay with performance, i.e. to
ensure the final outcome is a fair and true reflection of underlying business performance. The Committee also has discretion to vary the ABP
and PSP performance measures and weightings for each cycle, to reflect strategic priorities over the relevant performance period.
Awards granted under the ABP and the PSP:
• may be settled in cash;
• may incorporate the right to receive, in cash or shares, the value of dividends which would have been paid or allotted between grant and
vesting on the shares that vest. This may assume the reinvestment of those dividends in the Company’s shares on a cumulative basis; and
• may be adjusted in the event of a variation of the Company’s share capital or a demerger, delisting, special dividend, rights issue or other
event, which may, in the Committee’s opinion, affect the current or future value of awards. The Committee may amend or substitute
performance conditions applicable to an outstanding PSP award if an event (or events) occurs which causes the Committee to consider that
an amended or substituted performance condition would be more appropriate and would not be materially less difficult to satisfy than was
originally intended.
Selection of performance measures
The ABP is based on financial performance, as well as collective strategic objectives. The financial element is currently based on Adjusted
Operating Profit and Free Cash Flow. Adjusted Operating Profit and Free Cash Flow are both Group Key Performance Indicators (‘KPIs’) creating
direct alignment between incentives and delivery of the Group’s strategy. The achievement of key collective strategic (i.e. non-financial)
objectives is also considered important to drive the performance of the business over the longer term.
The PSP is currently based on Adjusted EPS, ROIC, Relative TSR and Scope 1 and 2 Emissions Reduction. The earnings measure incentivises
Executive Directors to grow earnings for shareholders over the long-term, whilst the return measure ensures that the growth is sustainable and
in the long-term interests of the Company and its shareholders. Relative TSR provides additional shareholder alignment and incentivises our
outperformance against relevant comparators. The inclusion of emissions reduction reinforces the Group’s long-term sustainability ambition
and targets in this important area.
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Greencore Annual Report and Financial Statements 2025
The current mix of annual and long-term measures is discussed in further detail in the Annual Report on Remuneration. Targets are set taking
into account a number of factors including internal and external forecasts and market practice.
The Committee keeps the performance measures, weightings and targets of both the ABP and PSP under review and reserves the right to adjust
these if they are no longer considered to be appropriate.
Remuneration arrangements throughout the Group
Remuneration arrangements throughout the Group are based on the same high-level remuneration principles as for the Executive Directors.
We believe that individuals should be rewarded based on their contribution to the Group and the success of the Group, and that reward should
be competitive in the market, without paying more than is necessary to recruit and retain individuals. Specific packages will differ, taking into
account the role, location, seniority and level of responsibility.
Senior management personnel participate in the ABP and the PSP based on broadly the same principles as those for the Executive Directors.
Other management personnel may be eligible to participate in share-based incentives to reflect competitive practice in relevant talent markets,
including structures not provided for in this Policy.
In addition, to the extent possible, eligible employees are entitled to join the Group’s all employee share plans (and other share plans applicable to
employees from time to time), which provide a means of saving and give employees the opportunity to become shareholders in the Company.
Non-Executive Directors’ remuneration policy
The remuneration policy for the Non-Executive Directors, including the Chair, is to pay fees necessary to attract Non-Executive Directors of the
calibre required, taking into consideration the size and complexity of the business and the time commitment of the role, without paying more
than is appropriate.
Details of the 2026 Policy are set out in the table below. To reflect typical market practice and ensure fees fairly reflect the time commitment of
an individual Non-Executive Director’s contribution, the Board Chair and Executive Directors are proposing to allow discretion to be applied to
remove the existing cap on the fees payable for undertaking multiple additional responsibilities, where appropriate.
Element of
remuneration Purpose and link to strategy Operation Maximum opportunity Performance measures
Fees To attract and retain
Non-Executive
Directors of the
highest calibre with
broad commercial
and other experience
relevant to the
Company.
Non-Executive Directors are paid a basic fee for
membership of the Board with additional fees being
paid for the role of the Board Chair, the Senior
Independent Director or Chair of a Board Committee,
to take into account the additional responsibilities
and workload required. Additional fees may also be
paid for other Board responsibilities or roles if this is
considered appropriate.
Fees are reviewed at appropriate intervals and are
set taking into account the level of responsibility,
relevant experience and specialist knowledge of each
Non- Executive Director and fees at other companies
of a similar size and complexity.
Fees are normally paid in cash.
The maximum annual
aggregate basic fee
for all Non-Executive
Directors is subject to
shareholder approval
as required under the
Company’s Articles of
Association, from time
to time.
Not applicable.
Incentive
arrangements
None of the Non-Executive Directors are eligible
to participate in any of the Group’s incentive
arrangements.
Not applicable. Not applicable.
Benefits Non-Executive Directors do not currently receive
any benefits; however, benefits may be provided
in the future if, in the view of the Board, this is
considered appropriate.
Travel and other reasonable expenses (including
fees incurred in obtaining professional advice in the
furtherance of their duties) incurred in the course of
performing their duties are reimbursed. The Company
may settle any tax due on benefits or taxable expenses.
Not applicable. Not applicable.
Report on Directors’ Remuneration continued
2026 Remuneration Policy continued
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Remuneration policy for new hires
The Group is committed to ensuring appropriate succession plans are in place, specifically in respect of Executive Directors and other senior
management. When considering the remuneration package of a potential new Executive Director, the Committee would seek to apply the
following principles:
• The Committee will ensure that the package is sufficient to attract the appropriate individual, having regard to the calibre, skills and
experience required, whilst being cognisant of not paying more than is necessary.
• The Committee’s policy is to set the remuneration package for a new Executive Director in accordance with the approved remuneration
policy at the time of the appointment.
• In addition, where an individual forfeits outstanding incentive payments and/or contractual rights at a previous employer as a result of their
appointment at the Group, the Committee may offer additional compensatory payments or awards (‘buy-out’) in such form as it considers
appropriate. In doing so, it will take into account all relevant factors including the form of awards, expected value and vesting timeframe of forfeited
opportunities. When determining such buy-out arrangements, the Committee’s intention would be that awards would generally be made on
a ‘like-for-like’ basis as those forfeited. In order to facilitate any such buy-out awards, the Committee may exercise the discretion available
under the Listing Rules to grant awards under an alternative structure to those set out in the policy without seeking prior shareholder approval.
• Where an Executive Director is required to relocate from their home location to take up their role, the Committee may provide reasonable
assistance with relocation in line with local market norms.
• In the event that an internal candidate is promoted to the Board, legacy terms and conditions (with the exception of pension entitlements,
which shall be aligned to those of the majority of the Group’s workforce) and any outstanding incentive awards will normally be honoured.
• The remuneration package for a newly appointed Non-Executive Director will normally be in line with the structure set out in the Non-
Executive Directors’ remuneration policy table on the previous page.
Remuneration opportunities in different performance scenarios
The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration opportunities in four
performance scenarios: minimum, on-target (i.e. in line with the Company’s expectations), maximum, and maximum plus 50% share price
appreciation, a scenario where 50% share price appreciation is included.
The potential remuneration opportunities are based on the proposed application of the 2026 Policy for the forthcoming financial year (FY26),
applied to the Executive Directors’ base salaries as at 1 October 2025.
Dalton Philips, CEO (€’000) Catherine Gubbins, CFO (€’000)
€959
€2,100
€4,279
€5,316
Minimum On-target Maximum Maximum+50%
0
1,000
2,000
3,000
4,000
5,000
6,000
24%
49%
59%
30%
29%
23%
100% 46% 22% 18%
Minimum On-target Maximum
Maximum+50%
€573
€1,198
€2,323
€2,823
0
1,000
500
1,500
2,000
2,500
3,000
100% 48%
21%
43%
53%
31%
32% 27%
25% 20%
Fixed pay Annual bonus Long-term incentive
The charts above exclude the effect of any Company share price appreciation except in the ‘maximum+50%’ scenario.
Assumptions:
Performance scenario Includes
Minimum
• Salary, pension and estimated benefits (‘fixed remuneration’)
• No bonus payout
• No vesting under the PSP
On-target
• Fixed remuneration
• 50% of maximum annual bonus payout (i.e. 75% of salary for the CEO, 75% for the CFO)
• 25% of maximum vesting under the PSP (i.e. 62.5% of salary for the CEO, 50% for the CFO)
Maximum
• Fixed remuneration
• 100% of maximum annual bonus payout (i.e. 150% of salary for the CEO, 150% for the CFO)
• 100% of maximum vesting under the PSP (i.e. 250% of salary for the CEO, 200% for the CFO)
Maximum+50%
• Fixed remuneration
• 100% of maximum annual bonus payout (i.e. 150% of salary for the CEO, 150% for the CFO)
• 100% of maximum vesting under the PSP, plus 50% share price appreciation
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Greencore Annual Report and Financial Statements 2025
Executive Director service contracts
Dalton Philips was appointed as Chief Executive Officer (‘CEO’) with effect from 26 September 2022 and has a service contract dated 13 May
2022 with an indefinite term, which is terminable by either the Company or Dalton Philips upon 12 and six months’ notice, respectively.
Catherine Gubbins was appointed as Chief Financial Officer (‘CFO’) with effect from 6 February 2024 and has a service contract dated
5 September 2023 with an indefinite term, which is terminable by either the Company or Catherine Gubbins upon a notice period of six months
in either case.
Policy on payments to Executive Directors leaving the Group
The Executive Directors’ service contracts make provision, at the Board’s discretion, for early termination involving payment of salary and
other emoluments in lieu of notice. When determining leaving arrangements for an Executive Director, the Committee takes into account any
contractual agreements including the provisions of any incentive arrangements, typical market practice and the performance and conduct
of the individual. The table below summarises how the awards under incentive plans are typically treated in specific circumstances, with the
final treatment remaining subject to the Committee’s discretion. When considering the use of discretion, the Committee reviews all potential
incentive outcomes to ensure that any application of discretion is fair both to shareholders and to participants.
Plan Scenario Timing and calculation of payment/vesting
Annual Bonus Plan
(‘ABP’)
All leavers (except for reasons set out below) No bonus is paid and deferred share awards will lapse.
Death The Committee may determine that an Executive
Director is eligible to receive a bonus for the year.
The Committee will determine the level of bonus taking into
account performance and the portion of the year served.
Outstanding deferred share awards will vest in full – or
to a lesser extent as determined by the Committee – on
the normal vesting date, although the Committee has
discretion to accelerate vesting.
Ill-health, injury, disability, redundancy, retirement, the
sale or transfer of their employing entity out of the
Group, or any other reason at the Committee’s absolute
discretion (‘good leaver’)
Change of control
1
The Committee will assess the most appropriate
treatment for the outstanding bonus period according to
the circumstances. Deferred share awards will vest in full.
Performance
Share Plan
(‘PSP’)
All leavers (except for reasons set out below) Awards lapse.
Death Awards will vest immediately to the extent determined by
the Committee, taking into account the extent to which
the performance conditions have been met and, if the
Committee so determines, the period of time elapsed
since grant.
Ill-health, injury, disability, redundancy, retirement, the
sale or transfer of their employing entity out of the
Group, or any other reason at the Committee’s absolute
discretion (‘good leaver’)
Awards will vest on the original vesting date, or, if the
Committee so determines, as soon as practicable after
the date of cessation. The extent to which awards
vest in these circumstances will be determined by the
Committee, taking into account the extent to which the
performance conditions have been satisfied, and, unless
the Committee determines otherwise, the period of time
from the date of grant up to the date of cessation.
Change of control
1
Awards vest immediately, subject to performance,
and will be pro-rated for time (based on the proportion
of the vesting period elapsed) unless the Committee
determines otherwise.
Alternatively, awards may be exchanged for new
equivalent awards in the acquirer where appropriate.
1. In the event of a merger, demerger, delisting, special dividend or other event which may, in the opinion of the Committee, affect the current or future value of the Company’s shares, the
Committee may allow awards to vest on the same basis as for a change of control.
In respect of vested PSP awards that are still subject to a holding period, awards will normally be released at the end of the holding period.
However, the Committee has discretion to determine otherwise, taking into account the circumstances at the time.
Report on Directors’ Remuneration continued
2026 Remuneration Policy continued
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Non-Executive Director Letters of Appointment
The Non-Executive Directors have Letters of Appointment, the terms of which recognise that their appointments are subject to the Company’s
Articles of Association and their services are at the direction of the shareholders.
All Non-Executive Directors submit themselves for election at the AGM following their appointment and, in line with the Company’s Articles of
Association and the UK Corporate Governance Code, each Director retires at each subsequent AGM and offers him or herself for re-election
as appropriate.
Non-Executive Directors are not entitled to any payment in lieu of notice.
The table below shows the appointment and expiry dates for the Non-Executive Directors:
Name Effective date of appointment Expiry of appointment
1,2
Linda Hickey 1 February 2021 29 January 2026
Alastair Murray 1 February 2023 29 January 2026
Anne O’Leary 1 February 2021 29 January 2026
Helen Rose 11 April 2018 29 January 2026
Harshitkumar (‘Hetal’) Shah 1 April 2023 29 January 2026
Leslie Van de Walle 1 December 2022 29 January 2026
1. In line with the Company’s Articles of Association and the UK Corporate Governance Code, each year at the AGM of the Company each Director retires, and where appropriate offers
himself or herself for re-election.
2. Should the date of the AGM change, the expiry date of the appointment will change accordingly.
Development and application of the Remuneration Policy
The Committee receives independent advice from its independent remuneration advisors, with independently sourced data to assist
the Committee in setting and applying the 2026 Policy. The CEO, CFO and Chief People Officer attend meetings upon invitation.
The Committee was mindful of managing any conflicts of interest in preparing the 2026 Policy and no individual was involved in determining
his/her own arrangements.
Consideration of wider employee views
In considering the remuneration arrangements for the Executive Directors, the Committee is mindful of the pay and employment arrangements
of the wider workforce. As detailed in the remuneration principles set out on page 103, the Committee also factors in alignment with culture,
particularly in the strategic goals set for Executive Directors, and the Committee receives regular updates from the CEO and Chief People Officer
on wider workforce matters. These include the Group-wide annual salary review process, changes in National Living Wages rates, benefits,
pension and variable pay arrangements for colleagues, and details of the all employee share schemes operated by the Company. Furthermore,
the Board places great value on listening to colleagues’ views and perspectives and has established multiple channels to ensure effective two-
way engagement with our wider colleague base. Anne O’Leary, our Workforce Engagement Director (and also a member of the Committee) has
designated responsibility for engaging with colleagues and bringing their voice into the boardroom. Anne attended our colleague forum in FY25
and, following the results of our FY25 ‘Pulse’ survey (which demonstrated improved engagement outcomes since the previous survey), has spent
time discussing the outcomes and opportunities for improvement that we heard from our colleagues at Board level. Regular senior leadership
calls also took place during FY25, allowing time for business updates and open Q&A sessions where remuneration and employment matters were
shared. This feedback was relayed to the Committee and taken into account – along with the feedback from engagement with other stakeholders
– when finalising the policy proposals being tabled for shareholder approval at the 2026 AGM.
In addition, employees are encouraged to become shareholders under the Company’s all employee share plans and once an employee
becomes a shareholder, he or she can vote on resolutions in respect of Directors’ remuneration (including the advisory shareholder vote on the
Group’s remuneration policy at least every three years or earlier if there is a proposed material change to the approved policy) along with any
other resolutions put before the AGM.
Consulting with our shareholders
The Committee is dedicated to ensuring open dialogue with shareholders in relation to remuneration. In advance of any proposal to amend the
Group’s remuneration policy (excluding any non-material changes), the Committee, led by the Committee Chair, will liaise with key shareholders
to discuss the proposed amendments and receive their feedback on these amendments to factor into the Committee’s decision-making. During
the year, the Committee Chair engaged with shareholders on the proposed 2026 Policy and communications were issued to shareholders holding
approximately 62% of the Company’s issued share capital. Consultation meetings were held with shareholders and feedback was received from
shareholders representing, c.58% of issued share capital. The Committee welcomed the feedback received through this process and the indications
of broad support for the proposed 2026 Policy. This was reviewed in detail by the Committee ahead of finalising the proposals that are now being
put to a shareholder vote at the AGM.
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Greencore Annual Report and Financial Statements 2025
Annual Report on Remuneration
The following section sets out our Annual Report on Remuneration, outlining decisions made by the Committee in relation to Directors’
remuneration in respect of FY25 and how the Committee intends to implement the proposed 2026 Remuneration Policy (the ‘2026 Policy’)
for FY26, subject to this Policy being approved by shareholders at the 2026 AGM.
The proposed 2026 Policy and this Annual Report on Remuneration will be subject to separate advisory shareholder votes at the AGM to be
held on 29 January 2026. The rules of the Performance Share Plan (‘PSP’) will also be subject to a shareholder vote, to approve changes that
will enable the Committee to implement the 2026 Policy in FY26 as described in this Report. Where information has been audited, this has been
stated. All other information in this Report is unaudited.
Role of the Committee
The Committee’s collective role includes ensuring that the Group’s remuneration arrangements are aligned with the Group’s strategic priorities.
The Terms of Reference of the Committee include the determination of the remuneration packages for Executive Directors, the General Counsel
and Company Secretary, and other members of the senior management team, as well as fees for the Board Chair. The Board Chair and the
Executive Directors determine the fees for the Non-Executive Directors.
The Terms of Reference for the Committee are reviewed annually, are updated as appropriate and are available under the Governance section
of the Group’s website, www.greencore.com.
Membership of the Committee
The Committee is currently comprised of three Non-Executive Directors, all of whom are considered by the Board to be independent:
Committee member Date appointed
Attendance at scheduled
Committee meetings
during FY25
Linda Hickey 1 February 2021 (appointed to the Committee and as Committee Chair on 1 February 2021) 3/3
Alastair Murray 25 January 2024 3/3
Anne O’Leary 21 June 2022 3/3
Collectively, the Committee has extensive experience on remuneration-related matters, gained both from their executive careers and/or from
their experience on remuneration and compensation committees of other companies. Further details on the Committee members’ qualifications
and experience are set out on pages 72 and 73. The Group General Counsel and Company Secretary or their nominee acts as Secretary to
the Committee. During the year, the CEO, CFO and Chief People Officer attended meetings at the invitation of the Committee and provided
information and support. No individual was present when their own remuneration was being discussed.
Committee effectiveness
As noted on page 86, a Committee review took place during the year by way of a questionnaire completed by each member, supported by an
analysis of how the Committee was performing against key areas of its Terms of Reference. The review confirmed that the Committee continues
to operate effectively and efficiently and has the skills and expertise required in order to perform its role appropriately. Looking forward, the
Committee remains focused on ensuring the remuneration frameworks are appropriate, bearing in mind the performance of the business and
recommended acquisition of Bakkavor Group plc.
Advisors
The Committee’s appointed independent advisors during the year were Ellason LLP (‘Ellason’). Ellason attends Committee meetings on an
ad hoc basis and provides advice on remuneration for Executive Directors, benchmarking analysis, and updates on market developments and
best practice. Ellason is a member of the Remuneration Consultants Group and adheres to its code of conduct. The Committee reviews the
performance of its advisors annually and is satisfied that Ellason provided independent and objective remuneration advice to the Committee,
noting that Ellason does not have any connections to Greencore or any individual Director. Services were provided on a time and materials basis.
The fees paid to Ellason in respect of work carried out for the Committee in the year under review amounted to £73,450. Ellason did not provide
any other services to the Group during the year.
Key activities during the year
During FY25, the Committee held three scheduled meetings and, as set out in the table above, Committee members attended all scheduled
meetings for which they were eligible to attend. The key activities and matters discussed at Committee meetings during FY25 included:
• reviewing the external remuneration landscape generally and considering best practice corporate governance;
• approval of opportunities/award levels and performance targets for the FY25 ABP and PSP awards;
• reviewing and approving performance and outturns under the FY24 ABP and the FY22 PSP;
• reviewing and approving the FY24 Report on Directors’ Remuneration;
• reviewing workforce remuneration structures, pensions and the salary review process;
• reviewing the remuneration policy and engaging shareholders on its proposals, ahead of submitting this to a shareholder vote at the 2026 AGM;
• reviewing the UK ShareSave Scheme’s activities, and receiving status updates on the availability of such schemes in Ireland; and
• reviewing the Committee’s Terms of Reference and the Committee’s effectiveness (including the internal evaluation of the Committee).
Report on Directors’ Remuneration continued
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Shareholder voting
The table below shows the voting outcome of the resolutions proposed at the 2025 AGM and 2023 AGM in relation to the FY24 Annual Report
on Remuneration and the 2023 Remuneration Policy, respectively.
Resolution For Against Total votes cast Votes withheld
FY24 Annual Report on Remuneration 99.33% 0.67% 240,544,504 6,941
2023 Remuneration Policy 96.55% 3.45% 308,087,335 61,402
Single figure of total remuneration for Executive Directors (audited)
The following table sets out the single figure of total remuneration for Executive Directors for FY25 and FY24.
Salary
(‘000)
Pension
(‘000)
Benefits
2
(‘000)
Total
fixed
(‘000)
Annual
bonus –
cash
3
(‘000)
Annual
bonus –
deferred
share
award
3
(‘000)
PSP
4
(‘000)
Total
variable
(‘000)
Total
remuneration
(‘000)
Total fixed vs.
Total
remuneration
Total variable
vs. Total
remuneration
Dalton Philips FY25 €748 €60 €55 €863 €547 €547 €4,539 €5,633 €6,496 13% 87%
FY24 €725 €58 €54 €837 €520 €520 – €1,040
€1,877 45% 55%
Catherine
Gubbins
1
FY25 €413 €33 €33 €479 €242 €242 – €484 €963 50% 50%
FY24 €261 €21 €61 €343 €150 €150 – €300
€643 53% 47%
1. Catherine Gubbins joined as Executive Director and CFO on 6 February 2024. Her FY24 remuneration relates to the period 6 February 2024 to 27 September 2024.
2. Ongoing benefits include car allowance as well as medical insurance.
3. Dalton Philips was awarded an annual bonus of 97.5% of the maximum opportunity for FY25, of which 50% is to be deferred in shares for three years. Catherine Gubbins was awarded an
annual bonus of 97.5% of the maximum opportunity for FY25, of which 50% is to be deferred in shares for three years. Due to an administrative error, the pro-rated bonus payable to
Catherine Gubbins in respect of FY24 was incorrectly calculated and reported last year. The figures reported in the table above, in respect of both the cash and deferred share elements,
have been corrected. The balance of the deferred share award due to Catherine will be awarded in December 2025 (and disclosed in next year’s report). In line with our principle of fairness,
the number of additional shares to be awarded will be calculated by reference to the share price at the time that these should have been awarded in December 2024, and the vesting date
aligned to the original DBP award (i.e. 9 December 2027).
4. As the share price on the date of vesting is currently unknown, the value shown above in respect of Dalton’s FY23 PSP award is estimated using the average share price between 1 July 2025 and
26 September 2025 of £2.46, converted into euro using the average exchange rate for FY25 of €1: £0.8456. The value shown above also reflects the value of dividends accrued over the vesting
period. Of the value shown above, c.72% is due to Greencore’s strong share price recovery since Dalton was appointed as CEO. Catherine Gubbins did not participate in the FY23 PSP grant.
Single figure of total remuneration for Non-Executive Directors (audited)
The following table sets out the single figure of total remuneration for Non-Executive Directors in FY25 and FY24.
Base fee Additional fees
1
Total fees
Linda Hickey (Senior Independent Director and Chair of the Remuneration
Committee)
1
FY25 €80,535 €16,500 €97,035
FY24 €78,000 €15,000 €93,000
Alastair Murray (Chair of the Audit and Risk Committee) FY25 €80,535 €16,500 €97,035
FY24 €78,000 €16,500 €94,500
Anne O’Leary FY25 €80,535 – €80,535
FY24 €78,000 – €78,000
Helen Rose (Chair of the Sustainability Committee) FY25 €80,535 €10,000 €90,535
FY24 €78,000 €10,000 €88,000
Harshitkumar (‘Hetal’) Shah FY25 €80,535 – €80,535
FY24 €78,000 – €78,000
Leslie Van de Walle (Board Chair and Chair of the Nomination
and Governance Committee)
1
FY25 €80,535 €177,590 €258,125
FY24 €78,000 €172,000 €250,000
1. As set out in the 2023 Remuneration Policy, if a Non-Executive Director holds two additional roles, the additional fee is capped at the higher additional fee. Therefore, in FY25 the additional
fee payable to Leslie Van de Walle, Board Chair, was capped at his Board Chair fee. Linda Hickey’s additional fee has been capped at her fee for acting as Senior Independent Director since
her appointment on 25 January 2024.
Notes to the single figure table (audited)
Base salary
The FY25 salaries were €748,046 for Dalton Philips and €413,000 for Catherine Gubbins.
Pension
Dalton Philips and Catherine Gubbins received a pension contribution equivalent to 8% of salary, which remains in line with the contribution
to the majority of the wider colleague base. Catherine Gubbins’ pension contribution was pro-rated for the period served in FY24.
FY25 Annual Bonus Plan (‘ABP’)
The maximum bonus opportunity for Dalton Philips and Catherine Gubbins in FY25 was 150% and 120% of salary respectively. The annual
bonus is based on the achievement of stretching short-term financial targets (75% of maximum bonus opportunity) as well as collective
strategic objectives (25% of maximum bonus opportunity). The mix of measures reflects the Committee’s aim of providing an appropriate
balance between incentivising the achievement of key financial targets and specific strategic objectives.
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Annual Report on Remuneration continued
Performance targets and outturns are set out below.
FY25 Group financial objectives (75% weighting)
Performance targets
1,2
Measure
Threshold
(0% payout)
Target
(50% payout)
Maximum
(100% payout)
Actual outturn/
achievement
% payout
of bonus
Adjusted Operating Profit (50%) £102.9m £108.6m £120.0m £125.7m 50%
Free Cash Flow (25%) £78.8m £83.1m £91.9m £120.5m 25%
1. There is a straight-line scale between threshold and target, and between target and maximum.
2. Adjusted Operating Profit and Free Cash Flow are Group KPIs referred to as Alternative Performance Measures (‘APMs’). APMs are non-IFRS measures and are used to monitor the
performance of the Group’s operations and of the Group as a whole. Definitions and reconciliations to IFRS measures are provided in the APMs section on page 196.
The financial targets were set at the start of the financial year and were considered to be stretching, taking into account budget and broker
forecasts, the likely headwinds posed by the inflationary environment and cost-of-living factors.
FY25 Collective strategic objectives (25% weighting)
The table below describes the objectives set and the Committee’s assessment of these:
Met?
Objective(s) set No Partly Fully Commentary
Environmental, social and governance ‘ESG’ (7.0%)
Achieve FY25 targets for Scope 1 and 2 carbon
emissions, water usage and food waste reduction,
whilst maintaining strong executive leadership
over the sustainability programme.
There was strong progress made across the Sustainability
Strategy in FY25, but there is more to do in order to reach our
2030 targets. Highlights from the year included:
• performance-based sustainability targets were partially met.
Scope 1 and 2 carbon emissions and food waste reduction
targets were achieved in full, whilst the water reduction target
was not achieved;
• delivery of FY25 capex programme with specific projects to
support energy reduction;
• continued high levels of internal engagement with the
Sustainability Strategy, including quarterly business-wide
webinars, monthly Group Executive Team review of the
sustainability roadmaps, and upskilling sessions; and
• appointment of a new Group Executive Team member with
executive-level oversight of the Sustainability Strategy.
Strategy and portfolio execution (6.0%)
Launch and execute against new strategic
framework of ‘Strengthen our Core’ and
‘Grow and Expand’.
The Group publicly launched the new strategic framework
at the Capital Markets Day in February, following which there
has been strong execution against both pillars. Highlights from
the year included:
• positive feedback from shareholders and industry analysts
following the Capital Markets Day event;
• continued portfolio management with a clear returns lens,
with trajectory reviewed regularly by the Group Executive
Team, and by the Board in dedicated strategy forums; and
• announcement and progression of the recommended
acquisition of Bakkavor Group plc, which would deliver
significant shareholder value, including initial integration
planning and identification of synergies.
Report on Directors’ Remuneration continued
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Met?
Objective(s) set No Partly Fully Commentary
‘Making Business Easier’ programme (6.0%)
Deliver first full year of the ‘Making Business
Easier’ programme, progressing on technology
roadmap whilst embedding the programme
in the organisation.
The ‘Making Business Easier’ programme was launched in FY24,
in order to improve processes, technology and data in the
Group. The programme remains on track to deliver benefits and
costs in line with the original business case, although there have
been some delays to roll-out of individual initiatives. Highlights
from the year included:
• delivery of ‘quick win’ projects, including an AI tool for
autonomous negotiations, a new capex approval tool and
automated invoice processing;
• larger initiatives moving from design and discover phase,
to selecting key technology partners and building execution
plans for roll-out; and
• establishment of central programme office, progress on
resourcing and building of change management capabilities
throughout the organisation.
'People at the Core' (6.0%)
Improve gender and ethnicity balance at top
leadership bands in line with agreed targets, whilst
also reducing attrition and evolving our values and
culture aspirations.
Keeping ‘People at the Core’ was an important priority for FY25,
and we continued to deliver in this area. Whilst there was good
progress across our broader Inclusion and Diversity Strategy,
gender and ethnicity targets for top leadership bands were not
fully achieved. There were, however, strong results in reducing
attrition, increasing engagement and organisational upskilling.
Highlights from the year included:
• 84% ‘sustainable engagement’ score achieved in FY25 ‘People
at the Core’ Pulse survey, in which approximately 30% of
colleagues were surveyed. This result is up from 81% in the
Group-wide survey in FY24;
• although targets were not fully met, there were improvements
in gender and ethnicity representation at the top three career
bands, supported by implementation of gender action plans
and development of a three-year plan of ethnicity-focused
action; and
• reduction of attrition rate from 24% to 19%, supported by site-
level action plans to improve induction and communications
processes.
Total achievement 22.5% out of 25%
Outcomes and discretion
The Committee carefully assessed performance against the strategic measures set. As a result of the performance outcomes and the extent
to which these objectives were delivered, the Committee determined that this element should pay out at 90% (i.e. 22.5% of the maximum
bonus opportunity).
Overall, the formulaic assessment of targets result in a bonus payout of 97.5% of maximum for the CEO and CFO. In accordance with the
2023 Remuneration Policy, 50% of the bonus payable will be deferred into shares under the DBP.
The Committee then reviewed this outcome in the context of the Group’s underlying performance and the stakeholder experience more
generally. In determining that the formulaic outcome was appropriate (and that no exercise of discretion was necessary to adjust the ABP payout
for these broader considerations), the Committee took into account Greencore’s strong operational and commercial performance against key
elements of its strategy during the year, together with the positive shareholder experience and the significant personal contributions by each
of the Executive Directors to establishing a solid platform for significant future value creation. The Committee concluded that the formulaic
outcome appropriately reflected that strong performance outcomes had been delivered, and that the right behaviours had been demonstrated
in doing so; not least alignment with our corporate values, and our remuneration principle of ‘pay-for-performance’.
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Long-term incentives
FY23 PSP awards
Dalton Philips received an award under the FY23 PSP as set out in the table below. As Catherine Gubbins joined the Board in FY24, she did not
participate in the FY23 PSP grants.
Executive Director Date of grant
Number of awards
granted
1
Share price on
date of grant
2
Face value
on grant Vesting date
Holding period
expiry
Dalton Philips 8 Dec 2022 1,548,767 £0.6818 £1,056k 8 Dec 2025 8 Dec 2027
1. Calculated based on FY23 salary and the award level as a percentage of salary which has been converted into a number of shares using an average share price and exchange rate for three
days commencing 29 November 2022. The exchange rate used was €1:£0.8620.
2. Average share price for the three days commencing 29 November 2022.
FY23 PSP awards were subject to Adjusted EPS, ROIC and Relative TSR performance targets measured over the period FY23 to FY25, using FY22
as the base year. Target and actual outturn have been as set out below.
Measure
Weighting
(% of award) Performance targets Actual outturn
Vesting
(% of element)
Cumulative Adjusted EPS (FY23 + FY24 + FY25) 1/3rd 29.2p to 32.2p 40.6p 100%
FY25 ROIC 1/3rd 9.5% to 10.5% 15% 100%
Relative TSR vs. bespoke group of sector peers
1
1/3rd Median to upper quartile Above upper quartile 100%
1. A.G. Barr; Bakkavor; Britvic; Carr’s (now Fevara); Cranswick; Devro; Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; and SSP Group.
Based on performance over the period 1 October 2022 to 26 September 2025, 100% of the FY23 PSP awards will vest on 8 December 2025
for Dalton Philips, subject to the PSP rules. The Committee reviewed the underlying financial performance of the business, as well as the value
added to shareholders, and considered that the formulaic vesting outcome was appropriate and does not represent a windfall gain. A mandatory
two-year holding period applies to vested PSP awards, which may not be sold during the holding period except to cover tax liabilities.
FY25 PSP awards
Dalton Philips and Catherine Gubbins received awards under the FY25 PSP as set out in the table below.
Executive Director Date of grant
Number of
awards granted
1
Share price on
date of grant
2
Face value
on grant
Awards as
% of salary Vesting date
Holding period
expiry
Dalton Philips 9 Dec 2024 566,230 £2.1917 £1,241k 200% 9 Dec 2027 9 Dec 2029
Catherine Gubbins 9 Dec 2024 234,464 £2.1917 £514k 150% 9 Dec 2027 9 Dec 2029
1. Calculated based on FY25 salary and the award level as a percentage of salary which has been converted into a number of shares using an average share price and exchange rate for three
days commencing 3 December 2024. The exchange rate used was €1:£0.8295.
2. Average share price for the three days commencing 3 December 2024.
The performance measures are Adjusted EPS, ROIC, Relative TSR, and Scope 1 and 2 carbon emissions reduction. Performance will be assessed
over the period FY25 to FY27. Full details of the performance targets are summarised below:
Measure
Weighting
(% of award)
Below threshold
(0% vesting)
Threshold
(25% vesting)
Maximum
(100% vesting)
Cumulative Adjusted EPS (FY25 + FY26 + FY27) 32.5% Below 42.7p 42.7p 47.4p
FY27 ROIC 32.5% Below 13.8% 13.8% 15.4%
Relative TSR vs. bespoke group of sector peers
1
30.0% Below median Median Upper quartile
Scope 1 and 2 carbon emissions reduction
(FY27 vs. FY24 baseline) 5.0% Less than 19.0% 19.0% 21.2%
1. Performance will be assessed over the period FY25 to FY27, relative to the following bespoke group of sector peers: A.G. Barr; Bakkavor; Britvic; C&C; Carr’s (now Fevara); Cranswick;
Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group; and Tate & Lyle.
As in previous years, the Committee will consider the underlying financial performance of the business as well as the value added to shareholders
in adjudicating the final PSP vesting level. The award will vest three years from the date of grant, subject to meeting the performance conditions
and continued employment, and a two-year holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting
and for a period of two years post-vesting, and vested awards may not be sold during the two-year holding period post-vesting except to cover
tax liabilities.
Report on Directors’ Remuneration continued
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Deferred Bonus Plan (‘DBP’) awards granted in FY25
The following DBP awards were made to Dalton Philips and Catherine Gubbins during FY25. The award relates to the bonus awarded for
performance during FY24.
Executive Director Date of grant
Number of
awards granted
1
Share price on
date of grant
2
Face value
on grant Vesting date
Dalton Philips 9 Dec 2024 196,809 £2.1917 £431k 9 Dec 2027
Catherine Gubbins 9 Dec 2024 50,707 £2.1917 £111k 9 Dec 2027
1. Calculated based on the euro value of 50% of the bonus earned for FY24, which has then been converted into a number of shares using an average share price of £2.1917 and exchange rate
€1:£0.8295 for the three days commencing 3 December 2024.
2. Average share price for the three days commencing 3 December 2024.
Payments for loss of office
No payments for loss of office were made during FY25.
Payment to past Directors
As previously disclosed, Emma Hynes stepped down as Executive Director and CFO on 31 May 2023, and left the Group on 28 January 2024.
Emma was treated as a ‘good leaver’ in respect of her outstanding PSP awards and retains an outstanding interest in the FY23 PSP award.
Following the assessment of the performance conditions attaching to this award, the time pro-rated interest will vest as to 100% in December
2025. The two-year post-vesting holding period continues to apply to vested PSP awards.
Implementation of the proposed 2026 Remuneration Policy in FY26
Executive Director remuneration in FY26
A summary of how the proposed 2026 Remuneration Policy will be implemented in FY26 is set out below.
Base salary
Following review, and as described in detail in the Chair’s introductory comments on pages 98 to 100, the Committee agreed that it would be
appropriate to adjust the salaries for Dalton Philips and Catherine Gubbins as set out in the table below. These salary levels reflect an inflationary
increase consistent with that budgeted for the wider workforce (3.5%) and additional merit increases as explained on page 99. These salaries are
effective from 1 October 2025.
The FY26 salaries are as follows:
Executive Director Salary from 1 October 2025 Salary from 1 October 2024 Percentage increase
Dalton Philips €830,000 €748,046 11.0%
Catherine Gubbins €500,000 €413,000 21.1%
Pension and benefits
Dalton Philips and Catherine Gubbins will continue to receive a pension contribution of 8% of salary, which is in line with the pension
contribution currently available to the majority of the wider colleague base.
Annual Bonus Plan (‘ABP’)
The ABP will be based 75% on stretching financial performance targets and 25% on collective strategic objectives.
The financial performance element will be split between Adjusted Operating Profit (weighted 50%) and Free Cash Flow (weighted 25%). The
targets for FY26 have been set based on full year performance and have been set with reference to budget as well as broker forecasts and other
external considerations. The targets for FY26 are considered commercially sensitive and will be disclosed in full on a retrospective basis in next
year’s Annual Report on Remuneration.
The remaining 25% of the bonus is based on collective strategic objectives to help ensure a continued focus on the short- and medium-term
objectives that are most critical to the successful delivery of the strategy and long-term sustainable performance of the Group, including
objectives specifically linked to sustainability, our people agenda and, to the extent that the recommended acquisition of Bakkavor is completed
in the year, integration milestones.
The outcomes of both the financial and non-financial KPIs will be considered by the Committee when determining the overall level of bonus
payable, and the Committee retains discretion to adjust the outcomes to take into account the wider stakeholder context.
As described earlier in this Report, the maximum opportunity for FY26 will be 150% of salary for Dalton Philips and Catherine Gubbins. A minimum
of half of any bonus will be deferred in shares, vesting after three years subject to continued employment. Both the cash bonus and deferred
share awards are subject to malus and clawback provisions. Subject to shareholder approval of the proposed 2026 Policy, if an Executive
Director meets their in-post shareholding requirement at the time of paying the FY26 bonus, the bonus will be paid entirely in cash.
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Long-term incentive
Subject to approval of the proposed 2026 Policy, Dalton Philips and Catherine Gubbins will receive awards in FY26 with face values of 250% and
200% of salary, respectively. The rationale for these award levels is described in detail on page 99.
The performance measures will continue to be Adjusted EPS (weighted 32.5%), ROIC (weighted 32.5%), Relative TSR (weighted 30%), and Scope
1 and 2 carbon emissions reduction (weighted 5%), as the Committee believes these to be the most appropriate measures for the next three-
year cycle of growth, returns in the business and meeting the Group’s long-term sustainability targets. Performance will be assessed over the
period FY26 to FY28. The Committee will also consider the underlying financial performance of the business (as well as the value added to
shareholders) in adjudicating the final overall PSP vesting level.
The award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a two-
year holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting and during the holding period. Vested
awards may not be sold during the two-year holding period post-vesting except to cover tax liabilities.
Non-Executive Director fees in FY26
Non-Executive Director fees are determined by the Board Chair and the Executive Directors, with the exception of the fee for the Board Chair,
which is determined by the Committee. The fees were reviewed in November 2025, with an increase of 3.5% agreed in relation to the basic fee
for Non-Executive Directors and the Board Chair’s basic fee and additional fee, with all other additional fees remaining unchanged. The Board
has also approved a proposal by the Board Chair and Executive Directors to disapply the cap on additional fees for individuals undertaking
multiple additional responsibilities where appropriate. The fees for the Non-Executive Directors will be kept under review. The full year equivalent
fees are set out in the table below:
FY26 FY25
Basic fee
Board Chair €83,354 €80,535
Non-Executive Director €83,354 €80,535
Additional fees
Board Chair €183,805 €177,590
Senior Independent Director €16,500 €16,500
Audit and Risk Committee Chair €16,500 €16,500
Remuneration Committee Chair €12,000 €12,000
Nomination and Governance Committee Chair €10,000 €10,000
Sustainability Committee Chair €10,000 €10,000
Relative importance of spend on pay
The table below illustrates shareholder distributions (i.e. dividends and share buybacks) and total employee pay for FY25 and FY24, and the year-
on-year change.
FY25
(£’000)
FY24
(£’000)
Percentage
change
Distribution to shareholders
1
24,500 49,400 -50%
Total employee pay 450,300 415,200 8%
1. The Group paid dividends totalling £8.9m to shareholders in FY25. Additionally, the Company purchased a total of 7,935,701 Ordinary Shares (FY24: 35,038,763) under the share buyback
programmes in operation during FY25. £5.6m had been transferred to the broker in relation to a share buyback programme in the previous financial year and was not transacted until FY25,
returning a total of approximately £18.9m in cash to shareholders (FY24: £49.4m).
Report on Directors’ Remuneration continued
119
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Performance graph and table
The graph below compares the Company’s TSR against the FTSE All-Share Index and the FTSE 250 Index over a period of ten financial years
up to 26 September 2025. It reflects the change in a hypothetical £100 holding in shares. The FTSE 250 Index has been used to be consistent
with the approach used in previous years and as the Company has been a constituent of this index for much of the period under review.
For completeness, the FTSE All-Share Index has been shown to provide an alternative reference point.
Total Shareholder Return
(Value of £100 invested on 25 September 2015)
£150
£50
£100
£250
£200
Sep
15
Sep
16
Sep
17
Sep
18
Sep
19
Sep
23
Sep
25
Sep
24
Sep
22
Sep
21
Sep
20
£0
Greencore FTSE 250 Index FTSE All-Share Index
The table below illustrates the CEO’s single figure of total remuneration over the same ten financial year period to 26 September 2025.
Chief Executive Officer
1
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Single figure (€’000) €3,131 €1,670 €1,414 €2,453 €1,120 €1,166 €935 €1,672 €1,877 €6,496
Annual bonus outcome 83% 22% 18% 35% 0% 0% n/a 82% 96% 97.5%
PSP vesting 79% 35% 0% 50% 0% 0% n/a n/a n/a 100%
1. FY16–FY21 relates to Patrick Coveney. For FY22 this represents remuneration paid to Patrick Coveney (until he resigned from the Company), Gary Kennedy in respect of his role as Executive
Chair and Dalton Philips (from appointment to the Board). Patrick Coveney, Gary Kennedy and Dalton Philips were not eligible to participate in the FY22 ABP and Patrick Coveney’s in-flight PSP
awards lapsed on his resignation from the Company (Gary Kennedy and Dalton Philips did not participate in the FY20 PSP). FY23 remuneration onwards reflects that received by Dalton Philips.
External appointments
We recognise the opportunities and benefits both to the Company and to the Executive Directors of their serving as Non-Executive Directors
of other companies. Executive Directors are generally permitted to take on one non-executive directorship with another publicly listed company
or other significant commitment subject to the approval of the Board. Any fees arising from these or other appointments will generally be
retained by the individual.
CEO pay ratio
The table below shows the ratio of CEO pay for FY25 comparing the single total figure of remuneration for Dalton Philips (converted into GBP
using the average exchange rate for FY25 of €1: £0.8456), to the full-time equivalent total reward of those colleagues whose pay is ranked at the
25th, 50th and 75th percentiles in our UK workforce.
The colleagues used to calculate the pay ratios were identified using our 2025 gender pay gap data (Option B). The colleagues at the 25th, 50th
and 75th percentiles were identified as at 5 April 2025 and their salary and total remuneration were calculated in respect of the 12 months ended
26 September 2025. This method is deemed the most appropriate methodology for the Group as it makes use of our gender pay data which
provided a readily available and robust dataset. The Committee is satisfied that these colleagues are representative of the relevant percentiles
across the organisation, as they represent the large majority of our UK workforce receiving basic pay, overtime, holiday pay and employers’
pension contributions. The resulting pay ratios are set out below:
Year Method 25th percentile 50th percentile 75th percentile
FY25 B 203:1 181:1 142:1
FY24 B 68:1 55:1 50:1
FY23 B 63:1 48:1 43:1
FY22 B 35:1 31:1 27:1
FY21 B 49:1 44:1 35:1
FY20 B 49:1 46:1 40:1
120
Greencore Annual Report and Financial Statements 2025
Annual Report on Remuneration continued
The table below provides the individual remuneration information in relation to our colleagues ranked at the 25th, 50th and 75th percentiles:
Year 25th percentile 50th percentile 75th percentile
FY25 Salary £25,515 £27,397 £35,240
Total pay and benefits £27,042 £30,336 £38,765
The Committee considers colleague pay levels and the resulting pay ratios as one of many reference points when reviewing executive
remuneration. The increase in CEO ratio reflects the positive outcome in the ABP as outlined on pages 114 to 115 and also that this year is the
first in which the CEO has been eligible for a PSP award to vest (and which will vest in full). The Committee expects the pay ratio going forward
to be driven by fluctuations year-on-year in the CEO single figure to reflect the outcomes of variable remuneration components, the value of
which is aligned to the sustainable, long-term success of the Company. However, the Committee will keep under review the evolution of the
pay ratio over future years in this context, to ensure it remains appropriate.
Outstanding share awards (audited)
Details of the Executive Directors’ existing share awards as at 26 September 2025 in the Company’s share schemes are set out in the table below:
Date of
grant
Number of
options/
awards at
start of year
Granted
during the
year
Vested/
exercised in
the year
1
Lapsed
during the
year
Number of
options/
awards at
year end
Market price
on date of
grant
Exercise
price
Earliest date
of exercise/
vesting
Expiry date/
holding
expiring
date
Dalton Philips
Deferred Bonus Plan
FY25 09.12.24 – 196,809 – – 196,809 £2.19 – 09.12.27 09.12.27
FY24 04.12.23 378,609 – – – 378,609 £0.98 – 04.12.26 04.12.26
Performance Share
Plan
FY25 09.12.24 – 566,230 – – 566,230 £2.19 – 09.12.27 09.12.29
FY24 04.12.23 1,113,693 – – – 1,113,693 £0.98 – 04.12.26 04.12.28
FY23 08.12.22 1,548,767 – – – 1,548,767 £0.68 – 08.12.25 08.12.27
Catherine Gubbins
Deferred Bonus Plan
FY25 09.12.24 – 50,707 – – 50,707 £2.19 – 09.12.27 09.12.27
Performance Share
Plan
FY25 09.12.24 – 234,464 – – 234,464 £2.19 – 09.12.27 09.12.29
FY24 22.03.24 458,085 – – – 458,085 £1.12 – 22.03.27 22.03.29
1. For the purpose of Section 305 of the Companies Act 2014, the aggregate gain on the exercise of awards during the year ended 26 September 2025 was £Nil (FY24: £Nil).
Statement of Directors’ shareholding and share interests (audited)
The Company has adopted Executive Director shareholding guidelines whereby all Executive Directors shall build a holding of shares in the
Company equal to at least 200% of base salary, typically over a five-year period commencing on the date of their appointment to the Board.
Executive Directors are also subject to a post-employment shareholding guideline. Executive Directors will normally be expected to maintain
a holding of Greencore shares at a level equal to the lower of the in-post shareholding guideline or the individual’s actual shareholding for a
period of two years from the date the individual ceases to be a Director. The specific application of this shareholding guideline will be at the
Committee’s discretion.
There are currently no shareholding guidelines in place for Non-Executive Directors, however, all Non-Executive Directors are encouraged to
hold shares in the Company.
The table on page 121 shows the beneficial interests of Directors on 27 September 2024 and 26 September 2025 (including the beneficial
interest of their spouses, civil partners, children and stepchildren) in the Ordinary Shares of the Company, as well as unvested awards.
Report on Directors’ Remuneration continued
121
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Ordinary Shares
Held at
27 Sept 2024
(or date of
appointment
if later)
Held at
26 Sept 2025
Shareholding
requirement
in FY25 as
% of salary
Shareholding
as % of salary
1
Shareholding
requirement
met
Scheme
interests
subject to
deferral/
holding
period
2
Scheme
interests
subject to
performance
conditions
3
Share options
unvested and
not subject to
performance
conditions
Executive Directors
Dalton Philips
4
195,000 195,000 200% 183% Building 575,418 3,228,690 Nil
Catherine Gubbins
4
– – 200% 17% Building 50,707 692,549 Nil
Non-Executive Directors
Linda Hickey 50,000 50,000 n/a n/a n/a n/a n/a n/a
Alastair Murray 70,000 70,000 n/a n/a n/a n/a n/a n/a
Anne O’Leary 50,000 50,000 n/a n/a n/a n/a n/a n/a
Helen Rose 98,550 98,550 n/a n/a n/a n/a n/a n/a
Harshitkumar (‘Hetal’) Shah 40,394 40,394 n/a n/a n/a n/a n/a n/a
Leslie Van de Walle 145,000 145,000 n/a n/a n/a n/a n/a n/a
Group General Counsel
and Company Secretary
Damien Moynagh 70,000 70,000 n/a n/a n/a n/a n/a n/a
1. Calculated based on FY25 salaries and the average share price between 1 July 2025 and 26 September 2025 of £2.46 which has then been converted into euro using the average exchange
rate for FY25 of €1: £0.8456.
2. Includes deferred share awards which are included in the value of the shareholding (on a net of tax basis where these are unvested) and vested shares subject to a holding period under the
PSP where applicable.
3. Includes unvested PSP shares.
4. Dalton Philips and Catherine Gubbins were appointed to the Board on 26 September 2022 and 6 February 2024, respectively. Executive Directors have a period of five years from Board
appointment to reach the shareholding guideline.
Between 26 September 2025 and the date of this Report there have been no changes in the Directors’ shareholdings.
None of the Directors had a material interest in any contract of significance, other than a service contract in the case of Executive Directors,
with the Company or any of its subsidiaries at any time during the period.
Share-based payments
The Group currently operates a ShareSave Scheme in the UK, which encourages eligible employees to save in order to buy shares in the
Company. The ShareSave Scheme provides a means of saving and gives UK colleagues the opportunity to become shareholders. Currently,
there are approximately 2,000 participants in the ShareSave Scheme. In January 2022, the Group awarded £250 worth of Greencore Group plc
shares to every colleague in the Company under a Share Incentive Plan (‘SIP’) (with the exception of Executive Directors). In January 2023, a
Restricted Share Plan (‘RSP’) was approved by shareholders at the AGM, in which certain senior colleagues are eligible to participate. The Group’s
Financial Statements recognise an Income Statement charge in accordance with IFRS 2 Share-based Payment in respect of options issued under
the ShareSave Scheme, and awards granted under the DBP, PSP, RSP and SIP. The related charge in respect of share-based payments issued to
Executive Directors totalled £1m (FY24: £0.8m) for the DBP and PSP and further detail is outlined in Note 29 to the Group Financial Statements.
Further detail in respect of all other share schemes is detailed in Note 6 to the Group Financial Statements.
Share awards and share options outstanding under the Company’s DBP, PSP, RSP and all employee plans at 26 September 2025 amounted to
34,279,443 Ordinary Shares (FY24: 33,858,938), made up as follows:
Number of
Ordinary Shares Price range
Normal vesting/
exercise dates
Deferred Bonus Plan 970,746 – 2025 – 2028
Performance Share Plan 14,576,788 – 2025 – 2028
ShareSave Scheme
1
: UK 16,710,750 £0.63 – £1.84 2025 – 2028
Share Incentive Plan 896,085 – 2025 – 2027
Restricted Share Plan 1,125,074 – 2025 – 2027
1. There are currently no options outstanding under the Irish ShareSave Scheme. The scheme is expected to be relaunched during FY26.
Funding of equity awards
Executive incentive arrangements are funded by a mix of newly issued shares and shares purchased in the market. Where shares are newly
issued, the Company to date has adhered to the practice of issuing a maximum of 5% of share capital in respect of discretionary schemes and
a maximum of 10% in respect of all share schemes in a rolling ten-year period. At 26 September 2025, there were 10,746,369 shares in the
Company’s share ownership trust (as at 27 September 2024: 9,460,555). Current shareholder dilution is c. 2.4% (27 September 2024: 2.1%).
122
Greencore Annual Report and Financial Statements 2025
Helen Rose
On behalf of the
Sustainability Committee
Dear Shareholder,
As Chair of the Sustainability Committee (the
‘Committee’), it is my pleasure to present
the Committee’s report for the financial year
ended 26 September 2025 (‘FY25’).
In FY25, the Committee continued to focus
on the progress of the Group’s Sustainability
Strategy. The Committee placed a large
emphasis on its responsible sourcing agenda,
in particular, on the Group’s progress towards
its cage-free eggs, deforestation-free soy and
responsible packaging targets.
The Committee held four scheduled meetings
during the reporting period. Individual
attendance at these meetings is set out in
the table above.
This report outlines how the Committee
discharged the responsibilities delegated to
it by the Board over the course of the period
and the key matters it considered in doing so.
Role of the Committee
The Committee’s role, authority, duties and
scope are set out in its Terms of Reference
which are available on the Governance
section of our website, www.greencore.com.
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY25
Helen Rose 1 February 2023 4/4
Linda Hickey 25 January 2024 4/4
Harshitkumar (‘Hetal’) Shah 25 January 2024 4/4
Key responsibilities include:
• considering the Group’s Sustainability
Strategy and its implementation, having
regard for key stakeholders;
• receiving regular reports from the Group’s
Sustainability Team and Plan Owners
in relation to the Group’s sustainability
objectives, procedures and performance;
• reviewing the alignment of the Group’s
Sustainability Strategy with the Group’s
overall business strategy;
• providing the Board with updates
identifying any significant trends or
developments generally in relation to
industry, governance and competition;
and
• reviewing the Group’s performance
against metrics and targets and the
Group’s readiness for upcoming reporting
regulations including the Corporate
Sustainability Reporting Directive (‘CSRD’).
Membership of the Committee
The Committee is comprised of three
Non-Executive Directors, all of whom are
considered by the Board to be independent.
They are all also members of Chapter Zero.
Membership of the Committee includes
Board members with solid experience across
a variety of industries, including food/retail.
As a whole, the Committee possesses
the skills and competence to enable it to
effectively discharge its responsibilities.
The Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer and Head of
Sustainability also attend the Committee, as
well as other Plan Owners and subject matter
experts, as required.
Report of the
Sustainability
Committee
“The Committee has a far-reaching
agenda with overall responsibility
for oversight of the Group’s
sustainability objectives and
performance including progress
towards our
Better Future Plan
.”
Report of the Sustainability Committee
123
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
How the Committee has discharged its responsibilities during FY25
Key area of focus
The Committee has a far-reaching agenda with overall responsibility for oversight of the Group’s sustainability objectives and performance
including progress towards our Better Future Plan. During FY25, the work of the Committee principally fell under the following key areas:
Monitoring performance
In reviewing progress on delivering our Sustainability Strategy we:
• reviewed progress against the Sustainability team’s key performance indicators;
• carried out focused reviews on progress of our 2025 commitments (cage-free eggs,
deforestation-free soy and responsible packaging);
• reviewed progress against sustainability related collective strategic objectives which form
part of the Annual Bonus Plan; and
• reviewed the capital expenditure plan for energy related projects.
Accelerating pace of delivery
When reviewing the capability of the Group to deliver on its strategy, the Committee:
• discussed progress on embedding the plan ownership model and the development of the
ten priority roadmaps;
• reviewed the progress reflected in the KPIs and considered the effectiveness of the strategic
framework; and
• discussed initiatives to further mature the Group’s processes and people capabilities.
Governance
To ensure the Committee remains effective we:
• reviewed the Terms of Reference of the Committee;
• undertook an internal evaluation of the Committee, the results of which considered the
Committee was operating effectively; and
• ensured that our decisions were guided by the needs and priorities of our stakeholders. For
more information, see our Stakeholder Engagement on pages 76 to 83.
Data quality and assurance
Increasingly our sustainability data needs to be as robust as our financial data. We remain
focused on improving our data quality and to this end we:
• reviewed the results of an internal audit into sustainability data quality and discussed
actions; and
• tracked progress on the ability to report all KPIs.
Reporting requirements
As legal and regulatory requirements continue to evolve at pace, we:
• considered plans to prepare for reporting under the CSRD framework for the adjusted
implementation deadline of FY28;
• reviewed and approved the 2024 Sustainability Report and Task Force on Climate-related
Financial Disclosures (‘TCFD’);
• reviewed the FY24 Modern Slavery and Human Trafficking Statement; and
• reviewed the Group’s TCFD disclosures applicable in FY25.
Future trends and training
In order to ensure we remain up to date, we:
• examined trends and developments in the food industry, with responsible sourcing in
particular receiving focus; and
• received updates on the scope and impact of the European Union Deforestation Regulation
(‘EUDR’) and continued to keep track of when it will become applicable for the Group.
Committee priorities for FY26
In FY26, the Committee will continue to
monitor the delivery of our priority roadmaps
and the Group’s progress on plans to comply
with CSRD in advance of our first reporting
in FY28, the implementation timeline of
the EUDR and any other new requirements
and standards. New trends emerging will
be monitored and we will focus on further
developing our understanding of how
climate could materially impact the business,
as well as opportunities that may arise.
Helen Rose
On behalf of the Sustainability Committee
17 November 2025
For more information, see our Sustainability section on page 42
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Greencore Annual Report and Financial Statements 2025
Principal activities, results and review of business
Greencore is a leading manufacturer of convenience foods in the UK and our purpose is to make every day taste better. To help us achieve
this we have a model called The Greencore Way, which is built on the differentiators of Lasting Partnerships, Great Food, Delivery Excellence,
Sustainable Choices and People at the Core. The Greencore Way describes both who we are and how we will succeed. We supply all of the
major supermarkets in the UK. We also supply convenience and travel retail outlets, discounters, coffee shops, foodservice and other retailers.
We have strong market positions in a range of categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled soups
and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire Puddings.
In FY25 we manufactured 764m sandwiches and other food to go products, 148m chilled ready meals, 200m jars of cooking sauces, dips and
table sauces, and 39m chilled soups and sauces. We carry out more than 9,900 direct to store deliveries each day. We have 16 world-class
manufacturing sites and 17 distribution centres in the UK, with industry-leading technology and supply chain capabilities. The Group employs
c.13,300 people and is headquartered in Dublin, Ireland. Greencore’s shares are listed on the main market of the London Stock Exchange and
are included in the FTSE 250.
The Group’s performance and development activity is summarised in the Operating Review and Financial Review set out on pages 22 to 25.
The Group Income Statement, which is set out on page 140, details the Group’s results for FY25. The Group reported Adjusted Operating Profit
for the year of £125.7m (FY24: £97.5m). Profit after tax for the financial year was £57.6m (FY24: £46.3m).
Dividends
A final ordinary dividend of 2.00 pence per share was paid on 6 February 2025 in respect of the year ended 27 September 2024. The Directors
are recommending a final ordinary dividend of 2.60 pence per share in respect of the year ended 26 September 2025. Subject to shareholder
approval, this dividend is to be paid on 5 February 2026 to shareholders who are on the Register of Members at 5.00pm on 9 January 2026.
Future developments
We are now embarking on a new chapter as a combined group with Bakkavor Group plc (‘Bakkavor’). As we progress, we recognise the
challenges that we face in the external environment, including persistent high inflation, and the need to continue to build a resilient business
for the future.
Our focus in FY26 will be to execute on both pillars of our strategic framework – ‘Strengthen our core’ and ‘Grow and Expand’. On the former,
we will remain focused on driving Commercial and Operational Excellence, as well as advancing strategic initiatives including our technology
transformation programme and automation agenda. Alongside this, pending the final completion of the acquisition, the Group will also progress
the integration process with Bakkavor and deliver on our committed synergy targets. There is lots to do, but we remain confident in our ability
to continue to deliver excellence in FY26.
Principal risks and uncertainties
Pursuant to Section 327(1)(b) of the Companies Act 2014, the 2018 UK Corporate Governance Code (the ‘Code’) and Disclosure and
Transparency Rule 4.1.8R(2), the principal risks and uncertainties that could affect the Group’s business are set out on pages 29 to 40 and
are deemed to be incorporated in this part of the Directors’ Report.
Principal subsidiaries
The principal subsidiary undertakings are listed in Note 30 to the Group Financial Statements.
Corporate governance
Greencore Group plc has applied the principles of the Code and complied with the provisions of the Code on a comply or explain basis for
the year ended 26 September 2025. The Group’s system of internal controls and the adoption of the going concern basis in the preparation of
the Group Financial Statements are set out on pages 41 and 146. The adoption of the going concern basis in the preparation of the Company
Financial Statements is set out on page 191.
As a company incorporated and registered in Ireland, Greencore Group plc is not subject to the UK executive remuneration requirements as set
out in the UK’s Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as updated. Greencore Group plc is
listed on the main market of the London Stock Exchange, and so it is not a ‘traded PLC’ for the purposes of Section 1110N of the Irish Companies
Act 2014. Nonetheless, in order to ensure transparency for all of our stakeholders, we have sought to comply with these requirements on
a voluntary basis in respect of the members of the Board to the extent possible under Irish law. The Report on Directors’ Remuneration is
contained on pages 98 to 121.
Task Force on Climate-related Financial Disclosures (‘TCFD’) reporting
The Company’s compliance with the TCFD recommendations and recommended disclosures pursuant to UK Listing Rule 6.6.6R(8) is set out on
pages 52 to 64.
Other Statutory Disclosures
125
Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
Non-financial information statement
Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations
2017 (‘Regulations’), the Group is required to report on certain non-financial information to provide an understanding of its development,
performance, position and the impact of its activities, relating to, at least, environmental matters, social matters, employee matters, respect for
human rights, and bribery and corruption. We have set out the location of the information required by the Regulations to be included in this
Annual Report in the table below. Each referenced section of the Annual Report is deemed to form part of this Directors’ Report.
In FY25, we designed and deployed a new internal Policy Management Framework to codify policy structure, governance, and accessibility.
This included a comprehensive review and update of the Group Code of Business Conduct to establish standards and expectations for integrity
and compliance. Greencore policies and policy summaries listed below are available on our website (www.greencore.com). In addition, the
Sustainability Hub also on our website, contains a wide range of information, including actions we take to manage our environmental and social
impact and look after our colleagues. Descriptions of the policies set out below can be found on page 65.
Reporting requirements Policies and programmes that govern our approach Location of information in this Annual Report
Environmental matters
• Code of Business Conduct
• Environmental Policy Statement
• Responsible Sourcing Policy
• Supplier Code of Conduct
Sustainability section (Making with Care, and
Responsible Sourcing > Sourcing with Integrity)
on pages 45 to 47
Non-financial KPIs on pages 20 and 21
TCFD Report on pages 52 to 64
Social and employee matters including
Inclusion and Diversity
• Code of Business Conduct
• Community Policy
• Inclusion and Diversity Policy
• Board Diversity Policy
• Greencore Group Gender and Ethnicity
Pay Gap Report
• Parenthood Policy
• Development Policy summary
• Menopause Policy summary
• Recruitment Policy summary
• Young People Policy summary
Sustainability section (People at the Core >
Communities, Health, Safety and Wellbeing,
Inclusion and Diversity) on pages 50 and 51
Whistleblowing
• Code of Business Conduct
• Whistleblowing and Speak Up Policy
Report of the Audit and Risk Committee on
page 96
Respect for human rights and the prevention
of modern slavery
• Code of Business Conduct
• Human Rights Policy
• Modern Slavery and Human Trafficking
Transparency Statement
• Supplier Code of Conduct
Sustainability section (Responsible Sourcing
> Human Rights in Global Supply Chains, and
People at the Core > Human Rights in our
Direct Operations) on pages 45 and 50
Bribery and corruption
• Code of Business Conduct
• Anti-Bribery and Corruption Policy
Statement
• Corporate Criminal Offence Policy
Sustainability and business-related policies on
page 65
Business model
– Business model on pages 12 and 13
Non-financial Key Performance Indicators
– Non-financial KPIs on pages 20 and 21
Principal risks
– Managing our risks section on pages 29 to 40
Shareholders’ meetings
The Company operates under the Irish Companies Act 2014 (‘Act’). The Act provides for two types of shareholder meetings: the Annual General
Meeting (‘AGM’), with all other general meetings being called an Extraordinary General Meeting (‘EGM’).
The Company must hold a general meeting each year as its AGM, in addition to any other general meetings held in that year. Not more than
15 months may elapse between the date of one AGM and the next. EGMs can also be convened at the request of members holding not less than
10% of the voting share capital of the Company. The notice period for an AGM or EGM to consider any special resolution (a resolution which
requires a 75% majority vote, not a simple majority) is 21 clear days. At the 2025 AGM, shareholders approved a resolution to allow the Company
to hold an EGM by giving at least 14 days clear notice for the purpose of considering an ordinary resolution.
No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two
members present in person or by proxy and entitled to vote shall be a quorum. Only those shareholders registered on the Company’s register
of members at the prescribed record date, being a date not more than 72 hours before the general meeting to which it relates, are entitled to
attend and vote at a general meeting.
126
Greencore Annual Report and Financial Statements 2025
Under the Act, ordinary resolutions may be passed by a majority of votes cast in favour, while special resolutions require a 75% majority of votes
cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies to
attend, speak and vote on their behalf. A proxy need not be a member of the Company. Resolutions are voted on by either a show of hands of
those shareholders attending in person or by proxy, or, if validly requested, by way of a poll.
The business of the Company is managed by the Directors who may exercise all the powers of the Company unless they are required to be
exercised by the Company in a general meeting. Matters reserved to shareholders in general meetings include the election of Directors, the
declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments
to the Articles of Association, measures to increase or reduce the ordinary share capital and the authority to issue shares.
Share capital
As at 27 September 2024, there were 449,385,547 Ordinary Shares in issue. In FY25, 1,504,471 (FY24; 725,468) Ordinary Shares were issued under
the Company’s ShareSave Schemes.
On 21 May 2024, the Company announced its intention to commence a share buyback programme with an aggregate value of up to £30m
which was extended by £10m, i.e. a maximum aggregate value of up to £40m, in August 2024. Between 28 September and 11 November 2024,
2,773,443 Ordinary Shares in the Company were repurchased on the London Stock Exchange for cancellation, completing the £40m share
buyback programme.
On 3 December 2024, the Company announced its intention to commence a new share buyback programme with an aggregate value of up
to £10m. Between 3 December 2024 and 17 January 2025, 5,162,258 Ordinary Shares in the Company were repurchased on the London Stock
Exchange for cancellation, completing the £10m share buyback programme.
The table below sets out the ordinary shares purchased under the share buyback programmes during FY25. See Note 25 to the Group Financial
Statements for further details.
Month
Total number of
share buyback
purchases
Weighted
average price
paid per share (£)
September 2024 71,279 1.8350
October 2024 951,664 1.8979
November 2024 1,750,500 2.0813
December 2024 2,530,008 2.0414
January 2025 2,632,250 1.8296
Total 7,935,701 1.9316
As at 26 September 2025, Greencore’s issued ordinary share capital consisted of 442,709,317 Ordinary Shares with voting rights.
One Special Share of €1.26 exists in the share capital of the Company. The Articles of Association provide that the Special Share may be held only
by, or transferred only to, the Minister for Agriculture, Food and the Marine or some other person appointed by the Minister. Under the Articles
of Association, the consent of the holder of the Special Share is required in the winding up of the Company. Many of the rights attached to the
Special Share were abolished in 2011.
Notice of general meetings and special business
The notice of the 2026 AGM, together with details of special business to be considered at the meeting, will be circulated to shareholders during
December 2025.
At the AGM held on 30 January 2025, amongst other resolutions passed:
• shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to make market purchases and overseas market
purchases of up to 10% of its own shares;
• shareholders gave the Directors authority to allot shares up to a maximum nominal amount equal to approximately 33% of the aggregate
nominal value of the issued ordinary share capital of the Company;
• shareholders passed a resolution to convene an EGM with at least 14 clear days notice;
• shareholders gave authority to Directors to disapply pre-emption rights; and
• shareholders gave authority to Directors to re-allot shares purchased by the Company and not cancelled as treasury shares.
At the EGM held on 4 July 2025:
• shareholders approved the recommended acquisition of Bakkavor by way of scheme of arrangement or a takeover offer; and
• shareholders gave the Directors authority to allot new Ordinary Shares fully paid up as consideration for the recommended acquisition.
At the forthcoming AGM scheduled to take place on 29 January 2026 (‘2026 AGM’), amongst other resolutions, Directors will seek:
• approval of the 2026 Remuneration Policy;
• authority to make market purchases or overseas market purchases of up to 10% of its own shares. If approved, any purchases will be made
only at price levels which the Directors consider to be in the best interests of the shareholders generally, taking into consideration the Group’s
overall financial position;
• approval to allot relevant shares up to an amount equal to approximately 33% of the aggregate nominal value of the issued ordinary share
capital of the Company;
Other Statutory Disclosures continued
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Strategic Report Directors’ Report Financial Statements
• authority to convene and EGM with at least 14 clear days notice;
• approval to disapply the statutory pre-emption rights relating to the issue of new equity for cash until the date of the AGM to be held in 2026,
or 29 April 2026, whichever is earlier; and
• authority to re-allot shares purchased by the Company and not cancelled as treasury shares. If the resolution is passed, the authority will
expire on the earlier date of the AGM in 2026 or 29 April 2026 and the minimum price at which treasury shares may be re-allotted shall be
set at the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or, in all other
cases, an amount equal to 95% of the then market price of such shares and the maximum price at which treasury shares may be re-allotted
shall be set at 120% of the then market price of such shares.
Memorandum and Articles of Association
The Company’s Memorandum and Articles of Association set out the objects and powers of the Company. The Articles of Association detail the
rights attaching to shares, the method by which the Company’s shares can be purchased or reissued, the provisions which apply to the holding
of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, re-election, duties and powers.
The Company’s Articles of Association may be amended by a special resolution passed by the shareholders at an AGM or EGM of the Company.
The Company’s Articles of Association were last amended at the 2021 EGM, and a copy can be obtained from the Company’s website,
www.greencore.com.
Directors’ interests in the Ordinary Shares at 26 September 2025
The interests of Directors and the Group General Counsel and Company Secretary in the shares of the Company are set out in the Report on
Directors’ Remuneration. The Directors and Group General Counsel and Company Secretary have no beneficial interests in any of the Group’s
subsidiary or associated undertakings.
Going concern and viability statement
The going concern and viability statements set out on page 41 are deemed to be incorporated in this section of the Directors’ Report.
Directors’ compliance statement
The Directors acknowledge that they are responsible for securing compliance by the Company of its relevant obligations as defined in the
Companies Act 2014 (‘Relevant Obligations’). The Directors confirm that there is a compliance policy statement in place setting out the
Company’s policies which, in the Directors’ opinion, are appropriate to ensure compliance with the Company’s Relevant Obligations. The
Directors also confirm that appropriate arrangements and structures are in place which, in the Directors’ opinion, are designed to secure
material compliance with the Company’s Relevant Obligations. For the year ended 26 September 2025, the Directors, conducted a review
of the arrangements and structures in place. In discharging their responsibilities under Section 225 of the Companies Act 2014, the Directors
relied on the advice of persons who the Directors believe have the requisite knowledge and experience to advise the Company on compliance
with its Relevant Obligations.
Directors for year ended 26 September 2025
The names of each of the current Directors and a short biographical note on each Director appear on pages 72 and 73.
In accordance with the Company’s Articles of Association and Provision 18 of the Code, each of the Directors individually retire at each AGM of
the Company and, where appropriate, submit themselves for re-election. No reappointment is automatic and all Directors who intend to submit
themselves for re-election are subject to a full and rigorous evaluation. One of the main purposes of the evaluation is to assess each Director’s
suitability for re-election. If a Director is not deemed to be effective in carrying out his or her required duties, the Board will not recommend
that Director for re-election. In line with the Code, in the year under review, each Director, and the Board as a whole, were subject to an internal
evaluation. Details of the Board evaluation can be found on pages 86 to 87. Following on from the evaluation, the Board Chair and Board are
pleased to recommend for re-election each of those Directors who intend to seek reappointment at the forthcoming AGM as they continue
to be effective and remain committed to their role on the Board.
Significant shareholdings
At 26 September 2025, the Company has been advised of the following notifiable interests in its ordinary share capital:
Shareholder
Notified
shareholding as
at 26 September
2025
Percentage of
total Ordinary
Shares in issue
Oasis Management Company Ltd. 57,439,647 13.00%
Blackrock, Inc. 31,084,752 7.88%
JP Morgan Asset Management Holdings Inc. 30,509,161 6.90%
Societe Generale 26,391,196 5.97%
FIL Limited 24,380,704 5.52%
UBS Group AG 23,199,864 5.24%
Brandes Investment Partners, L.P. 22,522,624 4.99%
Polaris Capital Management LLC 21,957,531 4.97%
Driehaus Capital Management LLC 13,282,322 3.00%
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Greencore Annual Report and Financial Statements 2025
At 14 November 2025, the Company has been advised of the following notifiable interests in its ordinary share capital:
Shareholder
Notified
shareholding as
at 14 November
2025
Percentage of
total Ordinary
Shares in issue
Oasis Management Company Ltd. 62,005,379 14.00%
Blackrock, Inc. 31,084,752 7.88%
JP Morgan Asset Management Holdings Inc. 30,509,161 6.90%
FIL Limited 28,598,378 6.46%
Societe Generale 26,391,196 5.97%
Brandes Investment Partners, L.P. 22,522,624 4.99%
Polaris Capital Management LLC 21,957,531 4.97%
HSBC Holdings plc 14,579,727 3.29%
Driehaus Capital Management LLC 13,282,322 3.00%
Other than these holdings, the Company has not been notified as at 7 November 2025 of any interest of 3% or more in its ordinary share capital.
Accounting records
The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to
maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources
to the Finance function. The accounting records of the Company are maintained electronically and are accessible at the Company’s registered
office address at Fourth Floor, Block Two, Dublin Airport Central, Dublin Airport, Swords, Dublin, K67 E2H3, Ireland.
Research and development
The Group continued its research and development programme in relation to its principal activities during the year under review. Further
information is contained in Note 3 to the Group Financial Statements.
Political contributions
The Company made no political contributions which are required to be disclosed under the Electoral Act, 1997 (as amended).
Audit and Risk Committee
The Company has an Audit and Risk Committee, the members of which are set out on page 91.
Auditor
Deloitte Ireland LLP (‘Deloitte’) were appointed as external auditor in January 2019. At the AGM of the Company on 30 January 2025, under
an advisory resolution, the shareholders approved the reappointment of Deloitte as external auditor for its seventh year. Under Irish legislation,
the Company’s external auditor is automatically reappointed each year at the AGM unless the meeting passes a resolution to appoint a different
auditor or provides that the existing external auditor shall not be reappointed or, alternatively, if the auditor expresses its unwillingness to
continue in office. At the 2026 AGM, the Company intends to once again put an advisory resolution before shareholders in respect of the
continuation in office of Deloitte as external auditor.
As required under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration of the
external auditor will be proposed at the 2026 AGM.
Disclosure of information to the auditor
Each of the Directors individually confirm that:
• insofar as they are aware, there is no relevant audit information of which the Company’s statutory auditor is unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information
and to establish that the Company’s statutory auditor is aware of such information.
The referenced sections are deemed to be incorporated within this Directors’ Report.
On behalf of the Board
Leslie Van de Walle Dalton Philips
Board Chair Director
Dublin
17 November 2025
Other Statutory Disclosures continued
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Greencore Annual Report and Financial Statements 2025
Strategic Report Directors’ Report Financial Statements
The Directors are responsible for preparing
the Annual Report and 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
are required to prepare the Group Financial
Statements in accordance with International
Financial Reporting Standards (‘IFRS’) as
adopted by the European Union (‘EU’) and
with those parts of the Irish Companies Act
2014 applicable to companies reporting
under IFRS. The Directors have elected to
prepare the Company Financial Statements
in accordance with FRS 101: Reduced
Disclosure Framework issued by the Financial
Reporting Council together with the
Companies Act 2014.
Under company law, Directors shall not
approve the Group and Company Financial
Statements unless they are satisfied that
they give a true and fair view of the assets,
liabilities and financial position of the Group
and Company respectively and of the
Group’s profit or loss for that financial year.
In preparing these Group and Company
Financial Statements, the Directors are
required to:
• select suitable accounting policies and
apply them consistently;
• make judgements and estimates that
are reasonable and prudent;
• state that the Group Financial Statements
have been prepared in accordance with
IFRS as adopted by the EU and as applied
in accordance with the Companies
Act 2014 and the Company Financial
Statements have been prepared in
accordance with FRS 101 together with
the Companies Act 2014;
• assess the Company and the Group’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern; and
• prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the Group
or Company will continue in business.
The Directors are also required by the
Companies Act 2014 and the Disclosure
Guidance and Transparency Rules of
the UK Financial Conduct Authority
(the ‘Transparency Rules’) to include a
management report containing a fair review
of the business and a description of the
principal risks and uncertainties facing
the Group.
The Directors are responsible for keeping
adequate accounting records which disclose
with reasonable accuracy at any time the
assets, liabilities, financial position and
profit or loss of the Group and Company
and which enable them to ensure that the
Financial Statements of the Group and
Company comply with the provisions of
the Companies Act 2014. The Directors are
also responsible for taking all reasonable
steps to ensure such records are kept by the
Group’s subsidiaries which enable them to
ensure that the Financial Statements of the
Group comply with the provisions of the
Companies Act 2014. They are responsible
for such internal controls 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
safeguarding the assets of the Company and
the Group, and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities. The Directors
are also responsible for preparing a Directors’
Report that complies with the requirements
of the Companies Act 2014.
Furthermore, the Directors are responsible for
the maintenance and integrity of corporate and
financial information included on the Group’s
website (www.greencore.com). Legislation
in Ireland concerning the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with the 2018 UK Corporate
Governance Code (the ‘Code’), the Directors
must provide an explanation of their
responsibility for preparing the Annual Report
and Financial Statements and state, having
taken all relevant matters into consideration,
whether they consider that the Annual Report
and Financial Statements, taken as a whole,
is fair, balanced and understandable and
provides shareholders with the information
necessary to assess the Group’s position,
performance, business model and strategy.
The Directors confirm that they have
complied with the above requirements
in preparing the Annual Report and
Financial Statements.
Responsibility statement in regard
to Annual Report
Each of the Directors, whose names and
functions are listed on pages 72 and 73 of
this Annual Report and Financial Statements,
confirm that, to the best of each person’s
knowledge and belief:
as required by the Transparency Rules:
• the Group Financial Statements, prepared
in accordance with IFRS as adopted
by the EU and the Company Financial
Statements prepared in accordance with
FRS 101: Reduced Disclosure Framework,
give a true and fair view of the assets,
liabilities, financial position of the Group
and Company at 26 September 2025 and
the profit of the Group for the financial
year then ended;
• the Directors’ Report contained in this
Annual Report and Financial Statements
includes a fair review of the development
and performance of the business and
the position of the Group and Company,
together with a description of the
principal risks and uncertainties that
they face; and
as required by the Code:
• this Annual Report and Financial
Statements, taken as a whole, is fair,
balanced and understandable and
provides the information necessary
for shareholders to assess the Group’s
position, performance, business model
and strategy.
On behalf of the Board
Leslie Van de Walle
Board Chair
Dalton Philips
Director
Dublin
17 November 2025
Statement of Directors’ Responsibilities
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Greencore Annual Report and Financial Statements 2025
deliveries to
stores every day
10k
Strategic Report Directors’ Report Financial Statements
131
Greencore Annual Report and Financial Statements 2025
Ros Wherry,
Distribution team
Independent Auditor’s Report 132
Group Income Statement 140
Group Statement of Comprehensive Income 141
Group Statement of Financial Position 142
Group Statement of Cash Flows 143
Group Statement of Changes in Equity 144
Notes to the Group Financial Statements 146
Company Statement of Financial Position 189
Company Statement of Changes in Equity 190
Notes to the Company Financial Statements 191
Financial
Statements
03
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Greencore Annual Report and Financial Statements 2025
Report on the audit of the financial statements
Opinion on the financial statements of Greencore Group plc (the ‘Company’)
In our opinion the Group and the Company financial statements:
• give a true and fair view of the assets, liabilities and financial position of the Group and the Company as at 26 September 2025 and of the
profit of the Group for the financial year then ended; and
• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements of the
Companies Act 2014.
The financial statements we have audited comprise:
The Group financial statements:
• the Group Income Statement;
• the Group Statement of Comprehensive Income;
• the Group Statement of Financial Position;
• the Group Statement of Cash Flows;
• the Group Statement of Changes in Equity; and
• the related notes 1 to 32, including material accounting policy information as set out in note 1.
The Company financial statements:
• the Company Statement of Financial Position;
• the Company Statement of Changes in Equity; and
• the related notes 1 to 13, including material accounting policy information as set out in note 1.
The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies Act 2014
and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (“the
relevant financial reporting framework”).
The relevant financial reporting framework that has been applied in the preparation of the Company financial statements is the Companies Act
2014 and FRS 101 “Reduced Disclosure Framework” issued by the Financial Reporting Council (“the relevant financial reporting framework”).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities
under those standards are described below in the “Auditor’s responsibilities for the audit of the financial statements” section of our report.
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), as applied to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent Auditor’s Report
to the members of Greencore Group plc
Strategic Report Directors’ Report Financial Statements
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Greencore Annual Report and Financial Statements 2025
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current financial year were:
• Impairment of Goodwill (Group only Key Audit Matter)
• Recoverability of Investments in Subsidiaries (Company only Key Audit Matter)
Within this report, any new key audit matters are identified with
and any key audit matters which are the same as the
prior year identified with
.
Materiality
The materiality that we used for the Group in the current financial year was £7.78m which was determined on the basis
of approximately 0.4% of revenue.
The materiality that we used for the Company in the current financial year was £3.3m which was determined on the
basis of approximately 1% of net assets.
Scoping
We followed a risk-based approach when performing our Group audit scoping. We determined the scope of our audit
by obtaining an understanding of the Group and its environment and assessing the risks of material misstatement at the
Group level.
Our audit scoping provides coverage of 98.5% of revenue and 93.9% of net assets in the current financial year.
Significant changes
in our approach
For Group materiality, we updated our basis for determining materiality from approximately 5% of profit before taxation
and exceptional items, used in the prior year to approximately 0.4% of revenue in the current financial year. This update
was reflective of the focus for the primary users of the financial statements, the future economic outlook, industry,
and the stability in the performance of the Group with revenue being considered a more appropriate indicator of the
Group’s performance.
Conclusions relating to going concern
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 and Company’s ability to continue to adopt the going concern basis of accounting included:
• We evaluated the design and determined the implementation of the relevant controls in place over the Directors’ review of the going concern
cash flow projections and various scenarios for a period of at least 12 months from the date of signing of the financial statements.
• We challenged the Directors’ assumptions used in their going concern assessment, the basis for their evaluation and inclusion of sensitivities
to incorporate the risks and uncertainties related to macro-economic factors such as supply chain disruption, labour challenges, inflationary
pressures, and climate risk on future trading.
• We have evaluated the Directors’ assessment of the risks and uncertainties related to macro-economic factors and the adequacy of
disclosures in relation to the specific risks these pose.
• We performed sensitivity analysis using alternative, reasonably possible assumptions and other market trading challenges such as inflation
and recessionary pressures. We compared outputs from the Group’s cash flow projections and from our sensitivity analysis to the Directors’
proforma covenant compliance calculations.
• We evaluated the completeness and accuracy of the relevant disclosures made in the financial statements by reference to the understanding
we had obtained of the Group and Company’s financial performance during 2025, our assessment of Directors’ cash flow projections and
our reading of the Group and Company’s financing agreements.
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 and 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.
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Greencore Annual Report and Financial Statements 2025
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of
the current financial year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team.
These matters 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.
Impairment of Goodwill (Group only Key Audit Matter)
Key audit matter description
As stated in note 12 (Goodwill and intangible assets), the Group held £447.3m (2024: £447.3m) of goodwill as at
26 September 2025 which represents 35% of the Group’s total assets. The accounting policies in relation to impairment
of goodwill are described in note 1 (Significant sources of estimation uncertainty) to the financial statements.
Directors’ judgement is required in identifying indicators of impairment, and estimation is required in
determining the recoverable amount of the Group’s cash generating unit (‘CGU’). There is a risk that an
impairment of goodwill has arisen which has not been appropriately identified. As a result, the balances could
be overstated on the Statement of Financial Position at year-end due to the use of inappropriate inputs and
assumptions within the impairment model, in particular the discount rate and the long-term growth rate.
When a review for impairment is carried out, the recoverable amount of the CGU is compared to its
carrying value. The recoverable amount is determined based on value in use calculations which rely on
Directors’ assumptions and estimates of future trading performance. These assumptions and estimates
may be impacted by the continuing risks and uncertainties arising from macro-economic factors such as
labour challenges, inflationary pressures, and climate risk, resulting in reduced headroom, and potentially
impairment in the carrying value of goodwill.
The key assumptions utilised by the Directors in the impairment review are the discount rate and long-term
growth rate. A small change in these specific assumptions could have a significant impact on the value in use
calculation, therefore, this matter required significant auditor attention and is considered a Key Audit Matter.
The Audit and Risk Committee’s discussion of goodwill is set out on page 94.
How the scope of our audit
responded to the key audit
matter
In order to address the Key Audit Matter, our procedures included the following:
We evaluated the design and determined the implementation of the relevant controls in place over the
Directors’ impairment review process in relation to this key audit matter.
We, in conjunction with our valuation specialists, evaluated the methodology applied by the Directors in
preparing the value in use calculations and the judgements applied in determining the CGU.
We challenged the underlying key assumptions within the Group’s impairment model, focusing on the
discount rates and long-term growth rate. We challenged the Group’s scenarios with reference to recent
performance, economic and industry forecasts and trend analysis including historic growth rates and market
available information.
We also challenged the appropriateness of the Directors’ cash flow projections by comparing them to historic
rates and Group strategic plans.
We assessed the reasonableness of related assumptions used in determining terminal values.
We developed an independent view of the key assumptions used in the model, in particular, the discount
rate and long-term growth rate, and benchmarked the rates used by Directors against market data and
comparable organisations. We also assessed any changes made to the impairment model when calculating
the headroom available.
We evaluated the Directors’ sensitivity analysis and performed our own sensitivity analysis on the key assumptions used.
We evaluated the completeness and accuracy of the disclosures in relation to goodwill and its impairment for
compliance with the requirements of the relevant financial reporting framework.
Key observations
Based on the procedures performed, we have determined the Directors’ assumptions used in the assessment
of the impairment of goodwill are reasonable.
Independent Auditor’s Report continued
to the members of Greencore Group plc
Strategic Report Directors’ Report Financial Statements
135
Greencore Annual Report and Financial Statements 2025
Recoverability of Investments in Subsidiaries (Company only Key Audit Matter)
Key audit matter description
As outlined in note 1 (Significant accounting judgements) and note 4 (Financial assets) to the Company
financial statements, the recoverable value of investments in subsidiaries is determined as being the higher
of the investment’s fair value less costs to sell and its value in use (‘VIU’), including judgment based on factors
including discount rate, long term growth rate, nature and prospects of such subsidiaries. Investments in
subsidiaries represent over 99% of total assets recorded on the Company Statement of Financial Position and
requires significant auditor attention.
Impairment to investments in subsidiaries is determined with reference to the individual subsidiary
undertaking’s recoverable value. Directors’ judgements around valuation of investments in subsidiaries are
considered significant judgements given the magnitude of the investments on the Company Statement
of Financial Position. With limited headroom, changes in judgements resulting in a reduced recoverable
amount could result in a significant impairment in the value of investments in subsidiaries.
Given the significant judgement involved in assessing the recoverable value of the investments in subsidiaries,
this matter requires significant auditor attention, and we have considered this to be a Key Audit Matter at the
Company level.
The Audit and Risk Committee’s discussion of Investments in Subsidiaries is set out on page 94.
How the scope of our audit
responded to the key audit
matter
In order to address the Key Audit Matter, our procedures included the following:
We evaluated the design and determined the implementation of the relevant controls in place over the
Directors’ impairment review process in relation to investments in subsidiaries.
We assessed the recoverable value of subsidiary undertakings for any objective indicators of impairment and
evaluated the accuracy of Directors’ calculations.
We evaluated whether the Directors used the most up to date financial information in their valuation models
and assessed the reasonableness of the assumptions made in determining the recoverable amount of the
investments in subsidiary undertakings.
We evaluated the completeness and accuracy of the disclosures in relation to investments in subsidiaries for
compliance with the requirements of the relevant financial reporting framework.
Key observations
Based on the procedures performed, no material matters were noted that impact our audit in respect of the
recoverability of investments in subsidiaries.
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to
express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the risks
described above, and we do not express an opinion on these individual matters.
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Our application of 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 Company financial statements
Materiality
£7.78m (2024: £3.2m) £3.3m (2024 £1.4m)
Basis for determining
materiality
Approximately 0.4% of revenue (2024: 5% of profit
before taxation and exceptional items)
Approximately 1% of net assets (2024: 0.5% of net assets)
Rationale for the
benchmark applied
We considered revenue to be the critical component
for determining materiality because the focus for
shareholders and debtholders as the primary users
of the financial statements is on the growth and
performance of the business of which revenue is
considered the most relevant factor.
For Group materiality, we updated our basis for
determining of materiality from 5% of profit before
taxation and exceptional items, used in the prior year
to 0.4% of revenue in the current year. This update
was reflective of the focus for the primary users of the
financial statements, the future economic outlook,
industry, and the stability in the performance of
the Group with revenue being considered a more
appropriate indicator of the Group’s performance.
We considered net assets to be the critical component
for determining materiality because the Company is
a non-trading company, which does not generate
revenues but incurs costs and holds significant
investment values in subsidiaries that are revenue-
generating. Net assets are deemed to be of most
relevance to the shareholders as the primary users
of the Company financial statements.
Group Materiality
£7.78m
Audit and Risk
Committee
reporting threshold
£0.389m
Revenue
£1
,947.0m
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 Company financial statements
Performance materiality
80% (2024: 80%) of Group materiality 80% (2024: 80%) of Company materiality
Basis and rationale
for determining
performance materiality
In determining performance materiality, we considered the following factors:
a. our understanding of the Group and Company, and their environment and the impact of various macro-
economic factors;
b. the financial performance of the Group and Company since last year;
c. risks identified in relation to potential labour shortages, the rising impact of interest rate and inflation affecting
the trading environment;
d. the nature, volume, and size of misstatements (corrected and uncorrected) in the previous audit; and
e. the likelihood of the prior year misstatements reoccurring in the current year audit.
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.389m (2024: £0.16m),
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.
Independent Auditor’s Report continued
to the members of Greencore Group plc
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Greencore Annual Report and Financial Statements 2025
An overview of the scope of our audit
We followed a risk-based approach when performing our Group audit scoping by obtaining an understanding of the Group and its environment,
Group-wide internal financial controls, identifying significant classes of transactions, account balances or disclosures and assessing the risks
of material misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work in
components which were subject to further audit procedures, where the extent of our testing was based on our assessment of the associated
risks of material misstatement at each individual component and component performance materialities.
Our audit work for all components was executed at levels of performance materiality applicable to each individual component which were lower
than the Group performance materiality and ranged from £2.64m to £5.29m.
At the Group level, we performed audit work over a number of centralised areas including but not limited to audit procedures over relevant
IT systems. We also tested the consolidation process and carried out analytical procedures the Group level to contribute to the overall audit
evidence that the Group financial statements are free from material misstatement and that audit risk for a significant class of transaction, account
balance or disclosure, has been reduced to an acceptably low level.
Team members working on component audit work were considered as part of the Group engagement team and therefore worked under the
direction and supervision of the engagement partners involved in the Group audit. Communications and meetings with component team
members were held throughout the audit for timely identification and resolution of issues.
Other information
The other information comprises the information included in the Annual Report and Financial Statements 2025, other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and
Financial Statements 2025. 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 audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, 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 and the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an 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 (Ireland) 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 IAASA’s website at: https://iaasa.ie/publications/
description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/. This description forms part of our auditor’s report.
138
Greencore Annual Report and Financial Statements 2025
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
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 and Company’s
remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit, General Counsel and Company Secretary, legal counsel and the Audit and Risk
Committee about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group and Company’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; and
• the matters discussed among the audit engagement team, including component audit teams and relevant internal specialists, including tax,
valuations, pensions and IT 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 area of revenue recognition (occurrence, accuracy and cut-off in relation to rebates and discounts). In
common with all audits under ISAs (Ireland), 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 framework that the Group and Company 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 Companies Act 2014, UK Corporate Governance Code 2018, London Stock
Exchange Listing Rules, Irish tax laws and UK tax laws.
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 and Company’s ability to operate or to avoid a material penalty. These included the Group’s food
safety and environmental regulations.
Audit response to risks identified
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws
and regulations.
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, internal audit, General Counsel and Company Secretary, legal counsel and the Audit and Risk Committee,
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 and reviewing internal audit reports;
• in addressing the presumed risk of fraud in revenue recognition (occurrence, accuracy and cut-off in relation to rebates and discounts),
our procedures included:
– obtaining an understanding of and assessing the design and determining the implementation of relevant controls in place over the various
selling and rebate arrangements within the Group;
– obtaining reconciliations showing the movements on rebates and overriders during the year. On a sample basis, we agreed a number of
rebates for the year back to agreements and where agreements were not finalised to supporting documentation;
– considering material adjustments and renegotiations which occurred during the year and considered the accounting treatment to ensure
compliance with the requirements of IFRS 15; 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 component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit.
Independent Auditor’s Report continued
to the members of Greencore Group plc
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139
Greencore Annual Report and Financial Statements 2025
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
• In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited.
• The Company Statement of Financial Position is in agreement with the accounting records.
• In our opinion the information given in the Directors’ report is consistent with the financial statements.
• In our opinion, those parts of the Directors’ report specified for our review, which does not include sustainability reporting when required by
Part 28 of the Companies Act 2014, have been prepared in accordance with the Companies Act 2014.
Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the Directors’ statement in relation to going concern, longer-term viability and the 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 the appropriateness of adopting the going concern basis of accounting and any material uncertainties
identified, set out on page 41;
• 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 41;
• the Directors’ statement on fair, balanced and understandable, set out on page 129;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the Annual
Report and Financial Statements 2025 that describe the principal risks and the procedures in place to identify emerging risks and an
explanation of how they are being managed or mitigated, set out on page 124;
• the section of the Annual Report and Financial Statements 2025 that describes the review of effectiveness of risk management and internal
control systems, set out on pages 95 and 96; and
• the section describing the work of the Audit and Risk committee, set out on pages 91 to 97.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Directors’ report as specified for our review.
The Companies Act 2014 requires us to report to you if, in our opinion, the Company has not provided the information required by Regulation
5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations
2017 (as amended). We have nothing to report in this regard.
We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the
disclosures of Directors’ remuneration and transactions specified by law are not made.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. 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.
James Schmidt
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
Deloitte & Touche House, 29 Earlsfort Terrace, Dublin 2
17 November 2025
Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in
particular on whether any changes may have occurred to the financial statements since first published. These matters are the responsibility
of the Directors but no control procedures can provide absolute assurance in this area.
Legislation in Ireland governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
140
Greencore Annual Report and Financial Statements 2025

|  |  | 2025* |  |  | 2024* |
|  | Pre – | Exceptional |  | Pre – | Exceptional |
|  | exceptional | (Note 7) | Total | exceptional | (Note 7) | Total
| Notes | £m | £m | £m | £m | £m | £m
Revenue | 2 | 1,947 .0 | – | 1,947 .0 | 1,807 .1 | – | 1,807 .1
Cost of sales |  | (1,314 .5) | – | (1,314.5) | (1,207 .5) | – | (1,207 .5)
Gross profit |  | 632.5 | – | 632.5 | 599 .6 | – | 599. 6
Operating costs before acquisition-related amortisation | 3 | (505.0) | (22.1) | (527 .1) | (500. 9) | (10.2) | (511.1)
Impairment of trade receivables | 22 | (1.8) | – | (1. 8) | (1.2) | – | (1.2)
Group operating profit/(loss) before acquisition related |  |  |  |  |  |  |
amortisation |  | 125.7 | (22.1) | 103.6 | 97 .5 | (10.2) | 87 .3
Amortisation of acquisition-related intangibles | 12 | (2.5) | – | (2.5) | (3. 0) | – | (3. 0)
Group operating profit/(loss) |  | 123.2 | (22.1) | 101.1 | 94.5 | (10.2) | 84.3
Finance income | 8 | 1.1 | – | 1.1 | 1.0 | – | 1.0
Finance costs | 8 | (21.7) | (1.0) | (22.7) | (23.8) | – | (23.8)
Profit/(loss) before taxation |  | 102.6 | (23.1) | 79.5 | 71.7 | (10.2) | 61.5
Taxation | 9 | (24. 4) | 2.5 | (21.9) | (16.0) | 0.8 | (15.2)
Profit/(loss) for the financial year attributable to the equity holders |  | 78.2 | (20. 6) | 5 7. 6 | 55.7 | (9. 4) | 46.3
Earnings per share (pence) |  |  |  |  |  |  |
Basic earnings per share | 10 |  |  | 13.2 |  |  | 10.1
Diluted earnings per share | 10 |  |  | 12.6 |  |  | 9. 9

* The financial year is the 52 week period ended 26 September 2025 with comparatives for the 52 week period ended 27 September 2024.
Group Income Statement
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
141
Greencore Annual Report and Financial Statements 2025
Group Statement of Comprehensive Income
financial year ended 26 September 2025

|  | 2025 | 2024
| Notes | £m | £m
Other comprehensive income for the financial year |  |  |
Items that will not be reclassified to profit or loss: |  |  |
Actuarial loss on Group legacy defined benefit pension schemes | 5 | (1.3) | (4. 7)
Tax on Group legacy defined benefit pension schemes | 9 | (0.5) | 1.3
|  | (1.8) | (3. 4)
Items that may subsequently be reclassified to profit or loss: |  |  |
Currency translation adjustment |  | 0.5 | (0.3)
Cash flow hedges: |  |  |
fair value movement taken to equity |  | 0.9 | (0.8)
tax on derivative fair value movement | 9 | 0.1 | –
transferred to Income Statement for the financial year |  | (0.9) | (2.9)
|  | 0.6 | (4.0)
Other comprehensive income for the financial year |  | (1.2) | (7 . 4)
Profit for the financial year |  | 5 7. 6 | 46.3
Total comprehensive income for the financial year attributable to equity holders |  | 56.4 | 38. 9

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Greencore Annual Report and Financial Statements 2025

|  | 2025 | 2024
| Notes | £m | £m
ASSETS |  |  |
Non-current assets |  |  |
Goodwill and intangible assets | 12 | 452.8 | 456.1
Property, plant and equipment | 13 | 299.3 | 300. 7
Right-of-use assets | 14 | 5 4.4 | 41. 4
Investment property | 15 | 3.7 | 3.5
Retirement benefit assets | 24 | 1 0.4 | 15.3
Derivative financial instruments | 21 | – | –
Deferred tax assets | 9 | 24.7 | 30.2
Total non-current assets |  | 845.3 | 847 .2
Current assets |  |  |
Inventories | 16 | 68.0 | 6 6 .4
Trade and other receivables | 17 | 276.9 | 232.6
Cash at bank and in hand | 19 | 81.8 | 57 .3
Derivative financial instruments | 21 | 0.1 | 0.5
Current tax receivable |  | 0.6 | 0.7
Total current assets |  | 427 . 4 | 357 .5
Total assets |  | 1,272.7 | 1,204.7
EQUITY |  |  |
Capital and reserves attributable to equity holders of the Company |  |  |
Share capital | 25 | 4.4 | 4.5
Share premium |  | 91.8 | 90.5
Other reserves |  | 113.1 | 116.3
Retained earnings |  | 282.7 | 238. 9
Total equity |  | 492.0 | 450.2
LIABILITIES |  |  |
Non-current liabilities |  |  |
Borrowings | 20 | 56.3 | 1 4 7. 6
Lease liabilities | 14 | 39.2 | 31.3
Other payables | 18 | 1.9 | 2.2
Derivative financial instruments | 21 | 0.1 | 0.9
Provisions | 23 | 8.6 | 6.8
Retirement benefit obligations | 24 | 1 5.4 | 30.1
Deferred tax liabilities | 9 | 28.5 | 27 .5
Total non-current liabilities |  | 150.0 | 2 4 6 .4
Current liabilities |  |  |
Borrowings | 20 | 95.6 | 5 7. 8
Trade and other payables | 18 | 509.8 | 431.0
Lease liabilities | 14 | 16.6 | 13 .6
Derivative financial instruments | 21 | 0.8 | 0.6
Provisions | 23 | 3.7 | 1.9
Current tax payable |  | 4.2 | 3.2
Total current liabilities |  | 630 .7 | 508.1
Total liabilities |  | 780.7 | 754.5
Total equity and liabilities |  | 1,272.7 | 1,204.7

On behalf of the Board
Leslie Van De Walle Catherine Gubbins
Director Director
Group Statement of Financial Position
at 26 September 2025
Strategic Report Directors’ Report Financial Statements
143
Greencore Annual Report and Financial Statements 2025
Group Statement of Cash Flows
financial year ended 26 September 2025

|  | 2025 | 2024
| Notes | £m | £m
Profit before taxation |  | 79.5 | 61.5
Finance income | 8 | (1.1) | (1.0)
Finance costs | 8 | 21.7 | 23.8
Exceptional items | 7 | 23.1 | 10.2
Group operating profit before exceptional items |  | 123.2 | 94.5
Depreciation and impairment of property, plant and equipment and right-of-use assets | 13, 14 | 5 9.4 | 5 7. 0
Amortisation and impairment of intangible assets | 12 | 4.0 | 5.9
Employee share-based payment expense |  | 5.8 | 5.7
Contributions to Group legacy defined benefit pension scheme | 24 | (11.3) | (11.5)
Working capital movement | 26 | 2 7. 6 | (8. 0)
Net cash inflow from operating activities before exceptional items, interest and tax |  | 208.7 | 14 3.6
Cash outflow related to exceptional items | 7 | (17 . 4) | (5.3)
Interest paid (including lease liability interest) |  | (18.2) | (20. 9)
Tax paid |  | (7 .5) | (5. 4)
Net cash inflow from operating activities |  | 165.6 | 112.0
Cash flow from investing activities |  |  |
Purchase of property, plant and equipment |  | (42.7) | (31.5)
Purchase of intangible assets |  | (0.7) | (0. 9)
Disposal of investment property | 15 | – | 0.7
Net cash outflow from investing activities |  | (43.4) | (31.7)
Cash flow from financing activities |  |  |
Proceeds from issue of shares | 25 | 1.3 | 0.8
Ordinary Shares purchased – own shares | 25 | (9.8) | (5.5)
Capital return via share buyback | 25 | (10.0) | (55. 0)
Repayment of bank borrowings | 22 | (27 .0) | (105. 0)
Drawdown of bank borrowings | 22 | – | 97 .3
Repayment of Private Placement Notes | 22 | (14.8) | (15.5)
Settlement of swaps on maturity of Private Placement Notes | 22 | (0.8) | (0.1)
Repayment of lease liabilities | 14 | (15.5) | (15.7)
Dividends paid to equity holders of the Company | 11 | (8.9) | –
Net cash outflow from financing activities |  | (85.5) | (98.7)
Net increase/(decrease) in cash and cash equivalents and bank overdrafts |  | 36.7 | (18. 4)
Reconciliation of opening to closing cash and cash equivalents and bank overdrafts |  |  |
Cash and cash equivalents and bank overdrafts at beginning of financial year | 19 | 14.4 | 32.8
Increase/(decrease) in cash and cash equivalents and bank overdrafts |  | 36.7 | (18. 4)
Cash and cash equivalents and bank overdrafts at end of the financial year | 19 | 51.1 | 1 4 .4

144
Greencore Annual Report and Financial Statements 2025

| Share | Share | Other | Retained | Total
| capital | premium | reserves | earnings | equity
| £m | £m | £m | £m | £m
At 27 September 2024 | 4.5 | 90.5 | 116.3 | 238.9 | 450.2
Total comprehensive income for the financial year |  |  |  |  |
Actuarial loss on Group legacy defined benefit pension schemes | – | – | – | (1.3) | (1.3)
Tax on Group legacy defined benefit pension schemes | – | – | – | (0.5) | (0.5)
Tax on derivative fair value movement | – | – | – | 0.1 | 0.1
Currency translation adjustment | – | – | 0.5 | – | 0. 5
Cash flow hedge fair value movement taken to equity | – | – | 0. 9 | – | 0.9
Cash flow hedge transferred to Income Statement | – | – | (0.9) | – | (0.9)
Profit for the financial year | – | – | – | 5 7. 6 | 5 7.6
Total comprehensive income for the financial year | – | – | 0.5 | 55.9 | 56.4
Transactions with equity holders of the Company |  |  |  |  |
Contributions and distributions |  |  |  |  |
Employee share-based payments expense | – | – | 5.8 | – | 5.8
Tax on employee share-based payments | – | – | – | 7. 0 | 7. 0
Exercise, lapse or forfeit of share-based payments | – | 1.3 | (2.2) | 2.2 | 1.3
Shares acquired by Employee Benefit Trust (A) | – | – | (9.8) | – | (9.8)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee |  |  |  |  |
Benefit Trust (B) | – | – | 2 .4 | (2. 4) | –
Capital return via share buyback (C) | (0.1) | – | 0. 1 | (10.0) | (10. 0)
Dividends | – | – | – | (8.9) | (8.9)
Total transactions with equity holders of the Company | (0.1) | 1.3 | (3.7) | (12.1) | (14.6)
At 26 September 2025 | 4.4 | 91.8 | 113.1 | 282.7 | 492.0

| Share | Share | Other | Retained |
| capital | premium | reserves | earnings | Total
| £m | £m | £m | £m | £m
At 29 September 2023 | 4.8 | 8 9. 7 | 120.8 | 244 .5 | 459.8
Total comprehensive income for the financial year |  |  |  |  |
Actuarial loss on Group legacy defined benefit pension schemes | – | – | – | (4.7) | (4 .7)
Tax on Group legacy defined benefit pension schemes | – | – | – | 1.3 | 1.3
Currency translation adjustment | – | – | (0.3) | – | (0.3)
Cash flow hedge fair value movement taken to equity | – | – | (0 .8) | – | (0. 8)
Cash flow hedge transferred to Income Statement | – | – | (2.9) | – | (2.9)
Profit for the financial year | – | – | – | 46.3 | 46.3
Total comprehensive income for the financial year | – | – | (4. 0) | 42.9 | 38.9
Transactions with equity holders of the Company |  |  |  |  |
Contributions and distributions |  |  |  |  |
Employee share-based payments expense | – | – | 5.7 | – | 5.7
Tax on employee share-based payments | – | – | – | 5.5 | 5.5
Exercise, lapse or forfeit of share-based payments | – | 0.8 | (2.3) | 2.3 | 0.8
Shares acquired by Employee Benefit Trust (A) | – | – | (5.5) | – | (5.5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee |  |  |  |  |
Benefit Trust (B) | – | – | 1.3 | (1.3) | –
Capital return via share buyback (C) | (0.3) | – | 0.3 | (55.0) | (55.0)
Total transactions with equity holders of the Company | (0.3) | 0. 8 | (0.5) | (48.5) | (48 .5)
At 27 September 2024 | 4. 5 | 90 .5 | 116.3 | 238.9 | 450.2

Group Statement of Changes in Equity
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
145
Greencore Annual Report and Financial Statements 2025
Other reserves

| Share- |  |  |  | Foreign |
| based |  | Undenominated |  | currency |
| payment | Own | capital | Hedging | translation |
| reserve (D) | shares (E) | reserve (F) | reserve (G) | reserve (H) | Total
| £m | £m | £m | £m | £m | £m
At 27 September 2024 | 7. 5 | (10. 6) | 121.2 | (0.2) | (1.6) | 116.3
Total comprehensive income for the financial year |  |  |  |  |  |
Currency translation adjustment | – | – | – | – | 0.5 | 0.5
Cash flow hedge fair value movement taken to equity | – | – | – | 0.9 | – | 0.9
Cash flow hedge transferred to Income Statement | – | – | – | (0.9) | – | (0.9)
Total recognised income and expense for the financial year | – | – | – | – | 0. 5 | 0.5
Transactions with equity holders of the Company |  |  |  |  |  |
Contributions and distributions |  |  |  |  |  |
Employee share-based payments expense | 5.8 | – | – | – | – | 5.8
Exercise, lapse or forfeit of share-based payments | (2.2) | – | – | – | – | (2.2)
Shares acquired by Employee Benefit Trust (A) | – | (9.8) | – | – | – | (9.8)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B) | – | 2 .4 | – | – | – | 2 .4
Capital return via share buyback (C) | – | – | 0.1 | – | – | 0. 1
Total transactions with equity holders of the Company | 3.6 | (7 .4) | 0.1 | – | – | (3.7)
At 26 September 2025 | 11.1 | (18.0) | 121.3 | (0.2) | (1.1) | 113.1

| Share- |  |  |  | Foreign |
| based |  | Undenominated |  | currency |
| payment | Own | capital | Hedging | translation |
| reserve (D) | shares (E) | reserve (F) | reserve (G) | reserve (H) | Total
| £m | £m | £m | £m | £m | £m
At 29 September 2023 | 4.1 | (6. 4) | 120.9 | 3.5 | (1.3) | 120 .8
Total comprehensive income for the financial year |  |  |  |  |  |
Currency translation adjustment | – | – | – | – | (0.3) | (0 .3)
Cash flow hedge fair value movement taken to equity | – | – | – | (0.8) | – | (0.8)
Cash flow hedge transferred to Income Statement | – | – | – | (2.9) | – | (2.9)
Total recognised income and expense for the financial year | – | – | – | (3.7) | (0.3) | (4. 0)
Transactions with equity holders of the Company |  |  |  |  |  |
Contributions and distributions |  |  |  |  |  |
Employee share-based payments expense | 5.7 | – | – | – | – | 5.7
Exercise, lapse or forfeit of share based payments | (2.3) | – | – | – | – | (2.3)
Shares acquired by Employee Benefit Trust (A) | – | (5.5) | – | – | – | (5.5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B) | – | 1.3 | – | – | – | 1.3
Capital return via share buyback (C) | – | – | 0. 3 | – | – | 0. 3
Total transactions with equity holders of the Company | 3 .4 | (4.2) | 0. 3 | – | – | (0.5)
At 27 September 2024 | 7. 5 | (10 .6) | 121.2 | (0.2) | (1.6) | 116.3

(A) Pursuant to the terms of the Employee Benefit Trust 4,163,788 shares (2024: 4,152,708) were purchased during the financial year ended 26 September 2025 for a cash cost of £9 .8m
(2024: £5.5m). Further details are set out in Note 25.
(B) During the financial year 2,877,974 (2024: 1,717,280) shares with a nominal value at the date of transfer of £0.029m (2024: £0.017m) and a cost of £2. 4m (2024: £1.3m) were transferred
to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restricted Share Plan. Further details are set out in Note 25.
(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 7,935,701 Ordinary Shares (2024: 34,793,763) as part of the share buyback programme.
245,000 Ordinary Shares had been repurchased in the previous financial year and cancelled in FY25. Further details are set out in Note 25.
(D) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave Scheme,
the Employee Share Incentive Plan and the Restricted Share Plan.
(E) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s employee
share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6.
(F) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of Greencore
Group plc on conversion to the euro.
(G) The hedging reserve represents the effective portion of gains or losses on hedging instruments from the application of cash flow hedge accounting for which the underlying hedged
transaction is not impacting profit or loss. The cumulative deferred gain or loss on the hedging instrument is reclassified to profit or loss only when the hedged transaction is no longer
expected to occur.
(H) The foreign currency translation reserve reflects the exchange difference arising from the translation of the net investments in foreign operations. When a foreign operation is sold,
exchange differences that are recorded in equity are recognised in the Group Income Statement as part of the gain or loss on sale.
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1. Group statement of accounting policies
General information
Greencore Group plc (‘the Company’), registered number 170116, together with its subsidiaries (‘the Group’) is a manufacturer of convenience
foods in the UK. The Company is a public limited company incorporated and domiciled in the Republic of Ireland and the Company’s shares are
publicly traded on the London Stock Exchange. The address of its registered office is Fourth Floor, Block 2, Dublin Airport Central, Dublin Airport,
K67 E2H3, Ireland.
Statement of compliance
The Group Financial Statements of Greencore Group plc have been prepared in accordance with International Financial Reporting Standards
(‘IFRS’) and their interpretations approved by the International Accounting Standards Board (‘IASB’) as adopted by the European Union (‘EU’) and
those parts of the Companies Act 2014, applicable to companies reporting under IFRS.
Basis of preparation
The Group Financial Statements, which are presented in sterling and rounded to the nearest million (unless otherwise stated), have been
prepared on a going concern basis under the historical cost convention, except where assets and liabilities are stated at fair value in accordance
with relevant accounting policies.
The Group Financial Statements are prepared to the Friday nearest to 30 September. Accordingly, these Financial Statements are prepared
for the 52-week period ended 26 September 2025 (‘financial year’). Comparatives are for the 52-week period ended 27 September 2024.
The Statement of Financial Position has been prepared as at 26 September 2025 and comparatives prepared as at 27 September 2024.
The accounting policies applied in the preparation of the Group Financial Statements for the financial year ended 26 September 2025 have
been applied consistently by the Group and have been consistently applied to all financial years presented, unless otherwise stated. The material
accounting policy information adopted by the Group is set out below.
Going concern
The Directors, after making enquiries and having considered the business activities of the Group, have a reasonable expectation that the Group
has adequate resources to continue operating as a going concern for the foreseeable future.
In the current period, the Group’s performance has continued to improve, which has driven a further reduction in net debt and corresponding
increase in headroom versus our available facilities, with cash and undrawn committed bank facilities of £341.1m at 26 September 2025 (2024:
£279.4m) and leverage (the ratio of Net Debt to Adjusted EBITDA as measured under financing agreements) decreasing to 0.4x (FY24: 1.0x).
The Group continues to ensure appropriate financing is available and during FY25, extended the £350.0m revolving credit facility (‘RCF’) by one
year to November 2029. Subsequent to the year end, a further one year extension was agreed, extending the maturity date to November 2030.
As a result of the improved financial performance, liquidity available to the Group and the strong trading relationships with its customers and
suppliers, the Directors believe that the Group is well placed to manage its business risks successfully.
For the purpose of the going concern assessment, the Group have used the latest internally approved forecasts and strategic plan as a base case
which takes into account the Group’s current position and future prospects. The Group have used this to produce downside and severe downside
scenarios which consider the potential impact of commercial risks materialising which would result in a decrease in volume along with under delivery
of targets set out under the Group’s Commercial and Operational Excellence programmes and the impact of under-recovery of inflation. The
Group has also modelled the potential impact of additional climate-related expenditure that may be required if certain climate related risks were to
materialise. The impact on revenue; profit; and cashflow are modelled, including the consequential impact on working capital and bank covenants.
Based on the forecast cashflows, throughout the 24-month period from the year end date, the Group is satisfied that it has sufficient resources
available and has adequate headroom to meet its covenant requirements (as set out on page 172 within the Bank Borrowings section) and if
needed, the Group could employ mitigants within its control, which would include a reduction in non-business critical capital projects and other
discretionary cash flow items.
Given the impending Bakkavor acquisition, we have also undertaken going concern analysis on a combined group basis, using internally
approved forecast and strategic plans for Greencore and available information for Bakkavor. As part of this transaction, we have obtained
facilities of £825.0m to fund the acquisition and therefore, ensure sufficient liquidity on completion. The acquisition facilities have maturities of
between one and five years. Based on the forecast cashflows, and ability to employ mitigants within the combined group’s control, the Group
is satisfied that it has sufficient resources available and adequate headroom to meet its covenant requirements.
As a result, the Directors believe that appropriate consideration has been given to the existing Group and the potential impact of the acquisition
of Bakkavor in undertaking the going concern assessment. The Group has sufficient liquidity to manage through a range of different cashflow
scenarios over the next 24 months from the year end date. Accordingly, the Directors adopt the going concern basis in preparing these Group
Financial Statements.
Significant accounting judgements and significant sources of estimation uncertainty
The preparation of the Group Financial Statements in accordance with IFRS requires management to make certain estimates, assumptions and
judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates
Notes to the Group Financial Statements
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
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and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the
circumstances on which the estimate was based or as a result of new information or more experience. Such changes are recognised in the
financial year in which the estimate is revised. Therefore, although these estimates are based on management’s best estimate of the amount,
event or actions, actual results ultimately may differ from those estimates.
The Group has considered the impact of climate change on the Financial Statements in the going concern assessment and goodwill impairment
testing, as climate-related expenditure is recorded in the underlying budget and strategic plan. The Group has also considered the impact of
climate change on the impairment of non-financial assets (Notes 12 and 13) and as part of the assumptions underpinning the retirement benefit
obligations (Note 24).
Significant accounting judgements
Below are the significant accounting judgements, apart from those involving estimations (which are dealt with separately below), that are
exercised in applying the Group accounting policies.
Disclosure of items as exceptional items (Note 7)
The Group consider that items of income or expense which by virtue of their quantitative scale and/or qualitative nature should be disclosed
separately if the Group Financial Statements are to fairly present the financial performance of the Group. The Group label these items collectively
as ‘exceptional items’.
Determining which transactions are to be considered exceptional in nature is often a subjective matter, therefore the Group consider this to be a
significant judgement. However, circumstances that the Group believe would give rise to exceptional items for separate disclosure are outlined
in the exceptional accounting policy on page 155.
All exceptional items are included on the appropriate Income Statement line item to which they relate. In addition, for clarity, separate disclosure
is made of all items in one column on the face of the Group Income Statement.
Taxation (Note 9)
Provisions for current and deferred taxes require judgement in areas where the treatment of certain items may be the subject of debate with tax
authorities. The Group provide for current and deferred taxes using the method that best predicts the resolution of the uncertainty. The Group
is required to consider the range of possible outcomes for a number of transactions and/or calculations across all the jurisdictions where the
Group is subject to income taxes and to provide for current and deferred taxes accordingly, applying either the ‘expected value method’ or the
‘most likely method’ for each uncertainty dependent on the method that we expect to better predict the resolution of the uncertainty in each
case. The Group consider this to be a judgemental area, due to the increasing complexity and significant changes in tax legislation.
Recognition of deferred tax assets requires consideration of the value of those assets and the likelihood that those assets will be utilised in
the foreseeable future. The recognition relies on the availability of sound and relatively detailed forecast information regarding the future
performance of the business which has the legal right to utilise the deferred tax assets.
Provisions (Note 23)
The recognition of provisions is a significant judgement in the preparation of the Group Financial Statements due to the uncertainty around
the timing or amount for which the provision will be settled. The Group recognises provisions for property dilapidation, remediation or closure
costs and other items such as restructuring or legal provisions. Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. These obligations recognised in the Group Financial Statements require judgement, as to the level
of provision to be recognised, based on the information available to management at the time of determination of the liability and the timing of
when these obligations will be settled, which can span over a number of years. Provisions are reassessed at each reporting date. In the current
financial year, the Group assessed the level of provisions in place and determined that additional provisions were required in respect of lease
dilapidations and litigation claims. This resulted in an increase to provisions of £3.6m during the current financial year. The Group holds £12.3m
of provisions at 26 September 2025 (2024: £8.7m).
Significant sources of estimation uncertainty
The Group’s significant estimates are those with a significant risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Estimates are continually reviewed and assessed on an ongoing basis and are considered with reference to historical experience and future
projections, including expectations of future events that are believed to be reasonable and relevant to the circumstances. The Group makes
estimates and assumptions concerning the future and the resulting accounting estimates may not equal the related actual results. Revisions
to estimates are recognised prospectively.
Impairment of goodwill (Note 12)
The Group has capitalised goodwill of £447.3m at 26 September 2025 (2024: £447.3m). Goodwill is required to be tested for impairment at least
annually or more frequently if changes in circumstances or the occurrence of events indicating potential impairment exist.
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1. Group statement of accounting policies continued
Significant sources of estimation uncertainty continued
Impairment of goodwill (Note 12)
The Group considers the impairment of goodwill to be a significant estimate for FY25 due to the subjectivity of the assumptions used.
The Group uses the present value of future cash flows to determine the recoverable amount. In calculating the value in use, management
assessment and estimation is required in forecasting cash flows of Cash Generating Units (‘CGUs’), in determining terminal growth values and in
setting an appropriate discount rate. Sensitivities to changes in assumptions, including the potentially monetary impacts of climate-related risks
are detailed in Note 12.
Post-retirement benefits (Note 24)
The Group has identified post-retirement benefits as a significant source of estimation uncertainty in the preparation of the Group Financial
Statements for FY25. While the Group has de-risked the retirement benefit obligation through restructures in previous periods, there is still
significant estimates used in the estimation of, and accounting for, retirement benefit obligations in conjunction with independent actuaries.
These involve estimating the actuarial assumptions including mortality rates of members, increase in pension payments and inflation-linked
increases to certain obligations and discount rates used in estimating the present value of the schemes assets and liabilities, these include
expectations around climate change and its impact on mortality rates, particularly future mortality rates.
Details of the financial position of the post-retirement benefit schemes and the sensitivity of assumptions are set out in Note 24.
New standards and interpretations
The following changes to IFRS became effective or were adopted by the Group during the financial year but did not result in material changes
to the Group’s Consolidated Financial Statements:
• Amendments to IFRS 16 Lease Liability in Sale and Leaseback Arrangements
• Amendment to IAS 1 Classification of Liabilities as Current or Non-current
• Amendment to IAS 1 Classification of Liabilities as Current or Non-current – Deferral of Effective Date
• Amendment to IAS 1 Non-current Liabilities with Covenants
• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
New and amended standards and interpretations not yet mandatorily effective
The Group has not applied certain new standards, amendments and interpretations to existing standards which are not yet mandatorily effective:
• Amendments to IAS 21 Lack of Exchangeability
• Annual Improvements Volume 11
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
• Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
• IFRS 19 Subsidiaries without Public Accountability: Disclosures*
• IFRS 18 Presentation and Disclosure in Financial Statements*
* The above standards/amendments have not yet been endorsed by the EU.
Basis of consolidation
The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings.
Subsidiaries
Subsidiary undertakings are included in the Group Financial Statements from the date on which control over the operating and financial policies is
obtained and cease to be consolidated from the date on which control is transferred out of the Group. The Group controls an entity when it has
power over the entity, is exposed to, or has rights, to variable returns from its involvement with the entity; and has the ability to use its power over
the entity to affect the amount of the returns. The Group reassess whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the elements of control. All intra-group transactions, balances and unrealised gains on transactions between
Group undertakings are eliminated on consolidation. Unrealised losses are also eliminated, except where they provide evidence of impairment.
Revenue recognition
The Group’s revenue is primarily derived from the manufacture of convenience food products and all revenue relates to revenue from contracts
with customers. The Group’s customer contracts typically include one performance obligation (being the delivery of the related product), with
revenue recognised when the performance obligation is satisfied.
Revenue is measured based on the consideration specified in a contract with a customer and represents the transaction price of the sale of
goods and rendering of services to external customers, net of value added tax and rebates in the ordinary course of the Group’s activities.
Many of the Group’s revenue contracts include an element of variable consideration, such as trade discounts, namely in the form of rebate
arrangements or other incentives to customers. The arrangements can take the form of volume and fixed rebates, marketing fund contributions,
promotional fund contributions or lump sum incentives. The Group recognises revenue, net of such incentives in the period in which the
arrangement applies, only when it is highly probable a significant reversal in the cumulative amount of revenue will not occur. Volume-based
rebates are calculated based on the Group’s estimate of rebates expected to be paid to customers using the ‘most likely amount’ in line with
IFRS 15 Revenue from Contracts with Customers requirements, whereas fixed rebates are accounted for as a reduction in revenue over the life
of the contract.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Revenue is recognised at a point in time, when control of the goods is transferred to the customer, which is determined to be either when the
goods are dispatched or received by the customer, depending on individual contracts.
Supplier rebates
The Group enters into rebate arrangements with its suppliers, which are volume related. These supplier rebates are earned in line with the
relevant supplier rebate agreement in the financial year and are recognised as a deduction from cost of sales, based on the entitlement that has
been earned up to the reporting date, for each relevant supplier arrangement.
Property, plant and equipment
Freehold land and capital work in progress are stated at cost less impairment, if any. All other property, plant and equipment are shown at cost less
depreciation and any impairments. The cost of all property, plant and equipment comprises its purchase price and any directly attributable costs.
Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful
life using the straight-line method over the following periods:
• Freehold and long leasehold buildings 25–50 years
• Plant and machinery 3–25 years
• Fixtures and fittings 3–25 years
Useful lives and residual values are reassessed annually.
Subsequent costs incurred relating to specific assets are included in an asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other costs are charged to the profit or loss during the financial period in which they are incurred.
The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the
carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written down
to their recoverable amount.
The recoverable amount of property, plant and equipment is the greater of fair value less costs of disposal and value in use. In assessing value in
use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. Impairment losses are recognised in profit or loss.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer
exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed
the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss. Following the recognition or reversal of an impairment loss, the depreciation charge applicable to
the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over the remaining
useful life.
Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying amount
at the date of sale.
Leases
The Group leases various properties, motor vehicles and equipment. Rental contracts are typically made for fixed periods but may have
extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A right-of-use asset and lease liability are recognised at
commencement for contracts containing a lease, with the exception of leases with a term of 12 months or less or leases where the underlying
asset is of low value. For those leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of
the lease unless another more systematic basis is more representative of the time pattern in which the economic benefits from the leased assets
are consumed by the Group.
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 interest rate implicit in the lease or if this rate cannot be readily determined, the incremental borrowing rate. Lease payments include fixed
payments, payments for an optional renewal period and termination option payments. The lease term is the non-cancellable period for which
the Group have the right to use an underlying asset, together with (i) periods covered by an option to extend the lease if the Group is reasonably
certain to exercise that option, and (ii) periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that
option. The Group has applied judgement to determine the lease term for lease contracts that include renewal options and break clauses.
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1. Group statement of accounting policies continued
Leases continued
Following initial recognition, the lease liability is measured at amortised cost using the effective interest method.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the asset
less any lease incentives received. After lease commencement, the Group measures right-of-use assets using a cost model, reflecting cost less
accumulated depreciation and impairment. The right-of-use asset is depreciated using the straight-line method from the commencement date
to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.
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
cases 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; or
• 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.
Goodwill
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,
and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree
and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a
bargain purchase gain.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwill is allocated to CGUs
expected to benefit from the combination’s synergies. Goodwill is tested annually for impairment or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately in profit or loss.
Acquisition-related intangibles
An intangible asset, which is an identifiable non-monetary asset without physical substance, is capitalised separately from goodwill as part of
a business combination to the extent that it is probable that the expected future economic benefits attributable to the asset will accrue to the
Group and that its fair value can be measured reliably. The asset is determined to be identifiable when it is separable (i.e. capable of being divided
from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability) or
when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the Group or from
other rights and obligations.
Subsequent to initial recognition, the acquisition-related intangible assets acquired as part of a business combination, are carried at cost less any
accumulated amortisation and any accumulated impairment losses. The carrying amounts of intangible assets with finite lives are reviewed for
indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the
carrying values may not be recoverable. Any impairment charge is taken to profit or loss.
The amortisation of intangible assets is calculated to write off the carrying amount of intangible assets with finite lives over their useful lives on
a straight-line basis on the assumption of zero residual value. Customer-related intangible assets are amortised over periods ranging from one
to seven years.
The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s estimate of the
period over which economic benefit will be derived from the asset. The remaining useful life of intangible assets with finite lives are reviewed at
the end of each reporting period and revised where appropriate to reflect the period over which the Group will receive the economic benefit
from use.
Computer software
Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associated with developing
and upgrading computer software programs are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. There is a
full assessment carried out to ensure the computer software does not qualify as software as a service and should be expensed to the profit or
loss in the financial year.
Following initial recognition, computer software is carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is charged to profit or loss during its expected useful life using the straight-line method over the following periods:
• Computer software 3–7 years
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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The carrying amount of computer software assets are reviewed for indicators of impairment at each reporting date and are subject to
impairment testing when events or changes in circumstances indicate the carrying value may not be recoverable.
Investment property
Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprises its purchase price and
any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off the
cost, less residual value, on a straight-line basis over the expected life of each property. Freehold land is not depreciated.
An impairment to investment property is recognised when the carrying value of the asset exceeds the recoverable value. The recoverable value
is determined as the higher of the fair value less costs of disposal and the asset’s value in use. Fair value is determined by the Directors, assisted
by external property valuers.
Rental income arising on investment property is accounted for as an operating lease in line with the requirements of IFRS 16 Leases and is
recognised within other operating income.
In relation to the recognition of income on the disposal of property, income is recognised when there is an unconditional exchange of contracts,
or when all necessary terms and conditions have been fulfilled.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer
exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed
the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss.
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out or weighted average as appropriate.
Cost includes raw materials, direct labour expenses, cost of conversion and related production and other overheads net of supplier rebates.
Net realisable value is the estimated selling price, in the ordinary course of business, less all costs necessary to make the sale.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount
of the obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the
class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same
class of obligation may be small.
Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating to any provision is recognised in the Group Income Statement net of any reimbursement.
A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of the
obligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of economic
benefits is probable.
Finance income and finance costs
Finance income comprises interest income on funds invested. Interest income is recognised in profit or loss as it accrues, using the effective
interest method.
Finance costs comprise interest expense on borrowings, unwind of discount on liabilities, interest on lease obligations, interest on the net
defined benefit pension scheme liabilities, changes in fair value of hedging instruments and other derivatives that are recognised in profit or loss,
foreign exchange on inter-company balances and external balances where hedge accounting is not applied. All borrowing costs are recognised
in profit or loss using the effective interest method.
Financial instruments
Cash and cash equivalents and bank overdrafts
Cash and cash equivalents are initially recognised at fair value and subsequently carried at amortised cost. Cash and cash equivalents include
cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts
of cash. These are subject to insignificant risk of changes in value and have an original maturity of three months or less.
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1. Group statement of accounting policies continued
Financial instruments continued
Cash and cash equivalents and bank overdrafts continued
The Group operates a cash pooling facility which allows subsidiaries of the Group to drawdown on cash from the pool, where the Group has
sufficient cash balances. The cash pooling arrangement operated by the Group includes a legal right of offset, however, it does not meet the
requirements for offsetting in accordance with IAS 32 Financial Instruments: Presentation and as such bank overdrafts are presented separately
to cash on the Group Statement of Financial Position.
Trade and other receivables
Trade and other receivables are initially recognised at transaction price and subsequently carried at amortised cost, net of allowance for
expected credit loss.
The Group applies the simplified approach permitted by IFRS 9 Financial Instruments to measure expected credit losses for trade receivables,
which requires expected lifetime losses to be recognised from initial recognition. In determining the expected credit losses, the loss rates
are determined based on historical payment profiles of sales and the corresponding historical credit loss experience for key customers. The
historical loss rates are adjusted to reflect current and forward economic factors if there is evidence to suggest these factors will affect the ability
of the customer to settle receivables.
Trade receivables are derecognised when the Group no longer controls the contractual rights to those receivables. This is normally the case
when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all the credit
risks and control of the receivable has transferred.
Trade and other payables
Trade and other payables are initially recorded at fair value and subsequently at amortised cost.
Borrowings
All loans and borrowings are initially recognised at fair value less any directly attributable transaction costs. After initial recognition, loans and
borrowings are subsequently measured at amortised cost using the effective interest method.
Borrowings are derecognised when the Group’s obligations specified in the contracts expire, are discharged or cancelled.
When the Group modifies the terms of its debt facilities, it determines if the modification is a substantial or non-substantial modification. It is
assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid
net of any fees received and discounted using the original effective interest rate is at least 10 per cent different from the discounted present value
of the remaining cash flows of the original financial liability. A non-substantial modification to facilities results in the recognition of a modification
gain or loss in the Income Statement. A modification gain or loss is determined by recalculating the gross carrying value of the borrowings by
discounting the new contractual cash flows using the original effective interest rate and comparing this to the original facility contractual cash
flows. The qualifying transaction costs associated with modifying the terms of the borrowings are spread forward by the adjusted effective
interest rate.
The classification of liabilities, including borrowings, as current or non-current is based on rights that are in existence at the end of the reporting
period, unaffected by expectations about whether the Group will exercise any right to defer settlement of a liability. Rights are in existence if
covenants are complied with at the end of the reporting period.
Derivative financial instruments
The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative
financial instruments, such as forward foreign exchange contracts, cross-currency swaps and interest rate swap agreements, to hedge
these exposures.
Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured at fair value.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative instruments which are
held for trading and are not designated as effective hedging instruments are classified as a current asset or liability (as appropriate) regardless
of maturity if the Group expects that they may be settled within 12 months of the reporting date. All other derivative instruments that are
not designated as effective hedging instruments are classified by reference to their maturity date. The full fair value of a hedging derivative is
classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or liability
if the maturity of the hedged item is less than 12 months.
The fair value of derivative instruments is determined by using valuation techniques. The Group uses its judgement to select the most
appropriate valuation methods and makes assumptions that are mainly based on observable market conditions existing at the reporting date.
For those derivatives designated as hedges and for which hedge accounting is sought, the hedging relationship is documented at its inception.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge
effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective in offsetting changes in fair
values or cash flows of hedged items.
For the purposes of hedge accounting, derivatives are classified as:
• fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability;
• cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a
recognised asset or liability, or a highly probable forecast transaction; or
• net investment hedges, when hedging the exposure to foreign currency differences between the functional currency of a foreign operation
and the functional currency of the parent
Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the Income
Statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because they
are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes.
The hedges that the Group has in place are cash flow hedges and the treatment is set out below:
Cash flow hedge
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly
probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised within equity in the hedging
reserve, with the ineffective portion being reported in the Income Statement as finance income or finance costs. When a highly probable forecast
transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from the hedging reserve in equity
and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and losses that had previously been
recognised within equity in the hedging reserve are transferred to the Income Statement as the cash flows of the hedged item impact profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge
accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised within equity in the hedging reserve is kept
in the hedging reserve until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative gain
or loss recognised within equity in the hedging reserve is transferred immediately to the Income Statement as finance costs.
Taxation
The charge/credit for the financial year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates
to items recognised in the Group Statement of Comprehensive Income or directly in equity, in which case the tax is also recognised in the Group
Statement of Comprehensive Income or directly in equity, respectively.
Current tax payable represents the expected tax payable on the taxable income for the financial year, using tax rates and tax laws enacted
or substantively enacted at the reporting date, along with any adjustment to tax payable in respect of previous years.
The Group provides in full for deferred tax assets and liabilities (using the liability method), arising from temporary differences between the tax
base of assets and liabilities and their carrying amounts in the Group Financial Statements except where they arise from the initial recognition
of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable profit
or loss and does not give rise to equal taxable and deductible temporary differences on a transaction that is not a business combination. Such
differences result in an obligation to pay more tax or a right to pay less tax in future periods. A deferred tax asset is only recognised where it is
probable that future taxable profits will be available against which the temporary differences giving rise to the asset can be utilised.
Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are enacted or substantively enacted
at the reporting date.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the
temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group is subject to income taxes in a number of jurisdictions. Judgement is required in determining the Group’s provision for income taxes.
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The
Group recognises liabilities for tax uncertainties based on estimates of whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the
period in which such determination is made. Once it has been concluded that a liability needs to be recognised, the liability is measured based
on either (i) the most likely amount or (ii) the expected value depending on which method the Group expects to better predict the resolution of
the uncertainty. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in respect
of such activities and in certain cases based on specialist independent advice.
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Greencore Annual Report and Financial Statements 2025
1. Group statement of accounting policies continued
Employee benefits
Defined benefit pension plans
All of the legacy defined benefit pension schemes have been closed to future accrual since 31 December 2009. The cost of providing benefits
under the Group’s defined benefit pension plans is determined separately for each plan, using the projected unit credit method, by professionally
qualified actuaries and arrived at using actuarial assumptions based on market expectations at the reporting date. These valuations attribute
entitlement benefits to the current and prior periods to determine current service costs and the present value of defined benefit pension obligations.
Remeasurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognised immediately
in the Group Statement of Financial Position with a corresponding debit or credit to retained earnings through the Group Statement of
Comprehensive Income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• the date of the plan amendment or curtailment; and
• the date that the Group recognises restructuring-related costs.
Net interest is calculated by applying the discount rate to the net defined benefit pension liability or asset.
When a settlement (eliminating all obligations for defined benefits already accrued) or a curtailment (reducing future obligations as a result of a
material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are remeasured
using current actuarial assumptions and the resultant gain or loss is recognised in profit or loss during the period in which the settlement or
curtailment occurs.
The Group seeks ways to reduce its liabilities through various restructuring activities. When a qualifying insurance policy is purchased for the
scheme liabilities, this is treated as a plan asset and the fair value of the insurance policy is determined to be the present value of the related
obligations. A settlement will only arise in winding up a scheme, when the Group enters into a transaction that eliminates all further legal or
constructive obligations for part or all the benefits provided under a defined benefit plan.
The defined benefit pension asset or liability in the Group Statement of Financial Position comprises the total, for each plan, of the present
value of the defined benefit pension obligation (using a discount rate based on high-quality corporate bonds) less the fair value of plan assets
out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the
published bid price. For unquoted securities, the most recent publicly available information is used to calculate the fair value, which may differ
from the financial year end date. The value of a net pension benefit asset is the present value of any economic benefit the Group reasonably
expects to recover by way of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to the plan.
Defined contribution pension plans
The group operates defined contribution retirement benefit plans for all qualifying employees. The assets of the plans are held separately from
those of the group in funds under the control of trustees.
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them
to the contributions.
Employee share-based payments
The Group grants equity settled share-based payments to employees (through the Performance Share Plan, the Annual Bonus Plan, Employee
ShareSave Scheme, Employee Share Incentive Plan and Restricted Share Plan). The fair value of these is determined at the date of grant and
is expensed to profit or loss with a corresponding increase in equity which is spread over the vesting period. The fair value is determined using
an appropriate valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting
conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its
estimates of the number of options or awards that are expected to vest, recognising any adjustment in profit or loss, with a corresponding
adjustment to equity.
To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is provided
on the basis of the difference between the market price of the underlying equity as at the date of grant and the exercise price of the option.
As a result, the deferred tax impact of share options will not directly correlate with the expense reported in profit or loss. To the extent that
the deductible difference exceeds the cumulative charge to the Group Income Statement, it is recorded in equity. When the exercise of share
options results in the issuance of shares, the proceeds received are credited to the share capital and share premium accounts.
Government grants
Government grants for the acquisition of assets are recognised at their fair value when there is reasonable assurance that the grant will be
received and any conditions attached to them have been fulfilled. The grant is held on the Statement of Financial Position as a deferred credit
and released to the Group Income Statement over the periods necessary to match the related depreciation charges, or other expenses of the
asset, as they are incurred.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
Research and development
Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when
all the conditions set out in IAS 38 Intangible Assets are met.
Exceptional items
The Group has adopted an income statement format that seeks to highlight exceptional items within the Group’s results for the financial year.
Judgement is used by the Group in assessing the particular items which by virtue of their quantitative scale and/or qualitative nature should
be disclosed as exceptional items. Such items may include, but are not limited to, significant reorganisation programmes, profits or losses on
termination of operations, significant impairments of assets, transaction and integration costs related to acquisition activity, transaction costs
related to disposal activity and litigation costs and settlement. Exceptional items are included in a separate column within the Income Statement
caption to which they relate and are separately disclosed in the Notes to the Group Financial Statements. Where an item that has been classified
as exceptional spans more than one reporting period such as a multi-year restructuring programme, it will also be presented as exceptional in
the following period for consistency of presentation. The Group separately presents the cash paid for exceptional items in the Group Statement
of Cash Flows and the tax impact in the exceptional note disclosure.
Share capital
Ordinary Shares
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction
from equity, net of tax, from the proceeds.
Own Share Reserve
The Own Share Reserve relates to Ordinary Shares in the Company, which are held in trust. The shares held in trust are granted to the
beneficiaries of the Group’s employee share award schemes when the relevant conditions of the schemes are satisfied, with a transfer between
the own share reserve and retained earnings when the transfer occurs.
2. Segment information
Convenience Foods is the Group’s operating segment, which represents its reporting segment. This reflects the Group’s organisational structure
and the nature of the financial information reported to and assessed by the Chief Operating Decision Maker (‘CODM’) as defined by IFRS 8
Operating Segments. The identification of this reporting segment did not require significant management judgement. Manufacturing can and
does shift between our sites, and, in the main the client base is interchangeable between sites, hence we operate as one segment. The CODM
has been identified as the Group’s Board of Directors. All information, including revenue, expenses, assets and liabilities, is monitored and
managed on a consolidated group-wide basis. Revenue is disaggregated by product categories to meet the requirements of IFRS 15 Revenue
from Contracts with Customers.

| Convenience Foods |
| 2025 | 2024
| £m | £m
Revenue | 1,947.0 | 1,807.1
Group operating profit before exceptional items and amortisation of acquisition-related intangible assets | 125.7 | 97.5
Amortisation of acquisition-related intangible assets | (2.5) | (3.0)
Group operating profit before exceptional items | 123.2 | 94.5
Finance income | 1.1 | 1.0
Finance costs | (21.7) | (23.8)
Exceptional items | (23.1) | (10.2)
Taxation | (21.9) | (15.2)
Profit for the financial year | 57.6 | 46.3

The following table disaggregates revenue by product categories in the Convenience Foods reporting segment. All income in the Group has
been recognised at a point in time and not over time. The Group’s revenue by geography is set out on page 156.

| 2025 | 2024
| £m | £m
Revenue |  |
Food to go categories | 1,337.8 | 1,244.6
Other convenience categories | 609.2 | 562.5
Total revenue for Convenience Foods | 1,947.0 | 1,807.1

Food to go categories includes short shelf life products, including, sandwiches, salads, sushi and chilled snacking while the other convenience
categories are products which have a longer shelf life, including chilled ready meals, chilled soups and sauces, chilled quiche, ambient sauces,
pickles and frozen Yorkshire Puddings.
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Greencore Annual Report and Financial Statements 2025
2. Segment information continued
Revenue earned individually from five customers in Convenience Foods of £346.3m, £321.1m, £298.4m, £233.2m and £199.4m respectively each
represents more than 10% of the Group’s revenue (2024: Revenue earned individually from four customers in Convenience Foods of £348.5m,
£295.1m, £285.9m and £188.5m respectively each represents more than 10% of the Group’s revenue).
Segment Assets and Liabilities
All assets and liabilities are allocated to the Convenience Foods segment. As such, an analysis of assets and liabilities has not been included in
this disclosure.
Other segment information

| Convenience Foods |
| 2025 | 2024
| £m | £m
Capital additions* | 43.1 | 32.7
Right-of-use asset additions | 29.0 | 16.1
Depreciation of property, plant and equipment and right-of-use assets | 54.1 | 53.9
Amortisation of computer software and other intangibles | 1.4 | 2.3
Amortisation of acquisition related intangible assets – Customer related | 2.5 | 3.0
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets) | 810.2 | 801.7

Geographic analysis

| Ireland |  |  | UK |  | Convenience Foods
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m | £m | £m
Revenue | – | – | 1,947.0 | 1,807.1 | 1,947.0 | 1,807.1
Capital additions* | – | 1.2 | 43.1 | 31.5 | 43.1 | 32.7
Right-of-use asset additions | – | 2.5 | 29.0 | 13.6 | 29.0 | 16.1
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets) | 6.8 | 7.0 | 803.4 | 794.7 | 810.2 | 801.7

* This denotes capital additions for property, plant and equipment and software and other intangibles.
3. Operating costs before acquisition related amortisation

| 2025 | 2024
| £m | £m
Employee costs | 251.7 | 242.4
Factory utility and overhead costs | 67.1 | 67.3
Distribution costs | 55.0 | 57.2
Other administrative costs** | 36.7 | 43.3
Professional fees | 16.6 | 14.5
Depreciation of property, plant and equipment (Note 4) | 38.5 | 38.5
Depreciation of right-of-use assets (Note 4) | 15.6 | 15.4
Amortisation of intangible assets | 1.4 | 2.3
Lease rentals for low value and short-term leases (Note 4) | 7.5 | 7.0
Research and development costs | 8.9 | 7.7
Impairment of property, plant and equipment | 5.3 | 3.1
Impairment of intangibles | 0.1 | 0.6
Other operating costs | 0.6 | 1.7
Rental income from investment properties | – | (0.1)
Total operating costs before acquisition-related amortisation and exceptional items | 505.0 | 500.9
Exceptional charge (Note 7) | 22.1 | 10.2
Total operating costs before acquisition-related amortisation | 527.1 | 511.1

** Other administrative costs include insurance, IT and sundry administrative expenses.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
4. Result for the financial year
The result for the Group for the financial year has been arrived at after charging the following amounts:

| 2025 | 2024
| £m | £m
Depreciation: |  |
Property, plant and equipment | 38.5 | 38.5
Right-of-use assets | 15.6 | 15.4
| 54.1 | 53.9
Amortisation of intangible assets (Note 12) | 3.9 | 5.3
Lease rentals charge for low value and short-term leases (Note 14) | 7.5 | 7.0
| 2025 | 2024
| £m | £m
Directors’ remuneration |  |
Emoluments and fees | 2.3 | 2.1
Pension costs – defined contribution plans | 0.1 | 0.1
Total | 2.4 | 2.2

During the current financial year, there were amounts accruing for two of the Directors under defined contribution pension schemes (2024: two).
The aggregate gain of awards that vested in the year for key management personnel was £0.4m (2024:NIL).

| 2025 | 2024
| £’000 | £’000
Auditor’s remuneration |  |
Audit of the Group Financial Statements | 1,010 | 930
Other assurance services | – | 90
Tax advisory services | – | –
Other non-audit services* | 1,311 | –
Total | 2,321 | 1,020

* In FY25 other non-audit services primarily relate to the services provided by Deloitte in connection with the recommended acquisition of Bakkavor Group plc. The services provided are
‘permitted services’ and, in line with general market practice, it was determined by the Audit Committee that the Group Auditor was best positioned to provide those services.
5. Employment
The average monthly number of persons (including Executive Directors) employed by the Group during the financial year was:

| 2025 | 2024
| Number | Number
Production | 9,262 | 9,335
Distribution | 1,583 | 1,566
Administration | 2,536 | 2,528
| 13,381 | 13,429

The staff costs for the financial year for the above employees were:

| 2025 | 2024
| £m | £m
Wages and salaries | 450.3 | 415.2
Social insurance costs | 47.8 | 38.4
Employee share-based payment expense (Note 6) | 5.8 | 5.7
Termination costs | 0.9 | 0.6
Pension costs – defined contribution plans (Note 24) | 18.1 | 16.3
| 522.9 | 476.2
Legacy defined benefit interest cost (Note 24) | 0.7 | 1.0
| 523.6 | 477.2

Total staff costs recognised in the Group profit or loss were £522.5m (2024: £475.6m) while £1.1m of staff costs were capitalised during the
financial year (2024: £1.6m).
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Greencore Annual Report and Financial Statements 2025
5. Employment continued
Actuarial loss on Group legacy defined benefit schemes recognised in the Group Statement of Other Comprehensive Income:

| 2025 | 2024
| £m | £m
Return on plan assets (Note 24) | (28.1) | 16.0
Actuarial gain/(loss) arising on scheme liabilities (Note 24) | 26.8 | (20.7)
Total loss taken directly to equity | (1.3) | (4.7)

6. Share-based payments
The Group operates a number of employee share award schemes, all of which are equity settled share-based payment transactions. A recognised
valuation methodology as set out in IFRS 2 Share-based Payments is employed to determine the fair value of awards granted. The relevant
valuation methodology is described in the following sections for each share scheme. The charge incurred relating to these awards is recognised
within operating costs, unless specified as an exceptional item. Details of each of the employee share schemes operated by the Group are set
out below.
Annual Bonus Plan
Members of the Group Executive Team and certain senior management participate in the Annual Bonus Plan as outlined in the Report on
Directors’ Remuneration. In accordance with this plan, a deferred share award equal to a proportion of the cash bonus is awarded to the
participating executives. The number of shares is calculated at market value on the date of allocation, to be held by a Trustee for the benefit
of individual participants without any additional performance conditions other than three years of service. The shares vest after three years
but are forfeit should an executive voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions.
The charge recognised in the Group Income Statement was £0.5m (2024: £0.5m) all recognised within operating costs for both the current
and prior financial years.
On 2 December 2024 and 1 December 2023, 247,516 and 689,409 respectively, awards were granted to senior executives of the Group under
the Annual Bonus Plan. The share price on the grant date, for awards granted in December 2024 was £2.19 (December 2023: £0.98).
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2025 | 2024
| Number | Number
| outstanding | outstanding
At beginning of financial year | 882,740 | 594,032
Granted | 247,516 | 689,409
Vested | (159,510) | (400,701)
At end of financial year | 970,746 | 882,740
Exercisable at end of financial year | – | –

Awards will be granted to members of the Group Executive Team and certain senior management of the Group under the Annual Bonus Plan
in respect of the financial year ended 26 September 2025. A charge amounting to £0.2m (2024: £0.2m) relating to awards to Executive Directors
has been included in the Group Income Statement in respect of the estimated 2025 award. The total fair value of the awards will be taken as a
charge to the Group Income Statement over the vesting period of the awards.
Performance Share Plan
Certain employees participate in a long-term incentive scheme, the Performance Share Plan. In accordance with the scheme rules, participants
are awarded an allotment of shares which will vest over three years subject to vesting conditions based on growth in Adjusted Earnings per
Share, Return on Invested Capital and relative Total Shareholder Return (‘TSR’). An additional two-year future service period will apply to
Executive Directors’ vested shares before they are released.
The number of shares granted is calculated based on the market value on the date of allocation. Share awards are forfeited should a participating
employee voluntarily leave the Group prior to the vesting date, subject to normal ‘good leaver’ provisions. The fair value of the award has
attributed a value to each vesting condition. The relative TSR is fair valued using a Monte Carlo simulation as described further in this note.
A charge amounting to £3.0m (2024: £2.2m) was included in the Group Income Statement in the year ended 26 September 2025 relating to
these awards for all Performance Share Plan awards granted from December 2021 onwards.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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159
Greencore Annual Report and Financial Statements 2025
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2025 | 2024
| Number | Number
| outstanding | outstanding
At beginning of financial year | 13,910,859 | 10,752,522
Granted | 2,749,971 | 5,336,843
Exercised | (869,670) | –
Expired | – | (1,237,012)
Forfeited | (338,336) | (941,494)
Lapsed | (876,036) | –
At end of financial year | 14,576,788 | 13,910,859
Exercisable at end of financial year | – | –

ShareSave Schemes
The Group operates savings-related share option schemes where options are granted at a discount of between 20% and 25% of the market price
at the date of invitation over a three-year savings contract. Options are exercisable during the six-month period following completion of the
savings contract. The charge recognised in the Group Income Statement in respect of these options was £1.0m (2024: £0.9m). Grant date fair
value was arrived at by applying a trinomial model, which is a lattice option-pricing model.
During the financial year ended 26 September 2025, ShareSave Scheme options were granted over 3,305,952 shares in the UK only, which will
ordinarily be exercisable at an exercise price of £1.84 per share, during the period 1 September 2028 to 28 February 2029. The weighted average
fair value of share awards granted during the financial year ended 26 September 2025 was £0.41.
During the financial year ended 27 September 2024, ShareSave Scheme options were granted over 2,851,819 shares in the UK only, which will
ordinarily be exercisable at an exercise price of £1.36 per share, during the period 1 September 2027 to 28 February 2028. The weighted average
fair value of options granted during the financial year ended 27 September 2024 was £0.29.
Number and weighted average exercise price for the UK ShareSave Scheme (expressed in sterling)
The following table sets out the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options during
the financial year under the UK ShareSave Scheme:

| 2025 |  | 2024 |
|  | Weighted |  | Weighted
|  | average exercise |  | average exercise
| Number | price | Number | price
| outstanding | £ | outstanding | £
At beginning of financial year | 16,004,775 | 0.80 | 17,288,527 | 0.75
Granted | 3,305,952 | 1.84 | 2,851,819 | 1.36
Exercised | (1,504,471) | 0.94 | (710,342) | 1.06
Expired | (44,382) | 0.94 | (330,580) | 1.03
Forfeited | (1,051,124) | 1.03 | (3,094,649) | 0.96
At end of financial year | 16,710,750 | 0.98 | 16,004,775 | 0.80
Exercisable at end of financial year | 587,991 | 0.91 | 544,148 | 1.06

Range of exercise prices for the UK ShareSave Scheme (expressed in sterling)

|  | Weighted | Weighted |  | Weighted
|  | average contract | average exercise |  | average exercise
| Number | life | price | Number | price
| outstanding | years | £ | exercisable | £
At 26 September 2025 |  |  |  |  |
£0.01-£1.00 | 11,053,612 | 1.24 | 0.64 | 587,991 | 0.91
£1.01-£2.00 | 5,657,138 | 2.85 | 1.63 | – | –
| 16,710,750 | 1.79 | 0.98 | 587,991 | 0.91
At 27 September 2024 |  |  |  |  |
£0.01-£1.00 | 12,673,180 | 2.16 | 0.67 | – | –
£1.01-£2.00 | 3,331,595 | 2.79 | 1.31 | 544,148 | 1.06
| 16,004,775 | 2.29 | 0.80 | 544,148 | 1.06

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Greencore Annual Report and Financial Statements 2025
6. Share-based payments continued
ShareSave Schemes continued
Number and weighted average exercise prices for the Irish ShareSave Scheme (expressed in euro)
There were no grants under the Irish ShareSave Scheme during the financial years ended 26 September 2025 or 27 September 2024.
The following table sets out the number and weighted average exercise prices (expressed in euro) of, and movements in, share options
during the prior financial year under the Irish ShareSave Scheme:

| 2024 |
|  | Weighted
|  | average exercise
| Number | price
| outstanding | €
At beginning of financial year | 62,016 | 1.19
Exercised | (15,126) | 1.19
Expired | (46,890) | 1.19
At end of financial year | – | –
Exercisable at end of financial year | – | –

Employee Share Incentive Plan
The Group operates an Employee Share Incentive Plan for all UK employees. This was a once off grant of share awards in January 2022 and
the number of shares was calculated at market value on the date of allocation, to be held by a trustee for the benefit of individual participants
without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit should an
employee voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions. The charge recognised
in the Group Income Statement was £0.3m (2024: £0.8m).
The share price on the grant date, for awards granted in January 2022 was £1.35.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2025 | 2024
| Number | Number
| outstanding | outstanding
At beginning of financial year | 1,471,816 | 1,838,712
Exercised | (507,283) | (54,832)
Forfeited | (68,448) | (312,064)
At end of financial year | 896,085 | 1,471,816
Exercisable at end of financial year | 896,085 | –

Restricted Share Plan
In 2023, the Group launched a Restricted Share Plan to assist with the recruitment and retention of employees in the UK and Ireland below the
Group Executive Team level. The number of shares granted is calculated at the market value on the date of allocation, without any additional
performance conditions other than continuous service for a period of one year and two years, with 50% of the awards vesting one year after
the grant date, and the remainder vesting after two years. There are no holding periods applicable after the vesting date. The charge recognised
in the Group Income Statement was £1.0m (2024: £1.3m).
In January 2025 88,971 shares were awarded when the share price was £1.74 and in July 2025 a further 872,616 shares were awarded when the
share price was £2.75.
In December 2023 162,682 shares were awarded when the share price was £0.98, in March 2024 a further 134,083 shares were awarded when
the share price was £1.12 and in July 2024 a further 30,206 shares were awarded when the share price was £1.66.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2025 | 2024
| Number | Number
| outstanding | outstanding
At beginning of financial year | 1,588,748 | 2,623,773
Granted | 961,587 | 326,971
Vested | (1,331,276) | (1,261,747)
Forfeited | (93,985) | (100,249)
At end of financial year | 1,125,074 | 1,588,748
Exercisable at end of financial year | – | –

Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
161
Greencore Annual Report and Financial Statements 2025
Weighted average assumptions used to value the share schemes
Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan
The fair value of awards granted under the Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan is equal to the share
price on the grant date.
Performance Share Plan
All vesting conditions relating to the awards will be equally weighted when assessing the fair value at grant date. The TSR component has been
valued using a Monte Carlo simulation model which also incorporates the relative volatility of the identified peer group with whom the Group are
compared to assess the TSR vesting condition. The following table shows the weighted average assumptions used to fair value the equity settled
awards granted.

| FY25 | FY24
| PSP TSR | PSP TSR
Expected volatility (%) | 33.9%–34.0% | 35.72%
Risk-free interest rate (%) | 4.02%–4.34% | 3.98%
Expected life of option (years) | 3–5 | 3
Share price at grant (£) | £1.74–£2.09 | £0.98
Fair value (£) | £0.93–£1.27 | £0.77

ShareSave Schemes
The UK ShareSave Scheme’s equity settled options are also valued at the fair value on grant date and are calculated by applying a trinomial model.
The following table shows the weighted average assumptions used to fair value the equity settled options granted.

| 2025 | 2024
| UK | UK
| ShareSave | ShareSave
Dividend yield (%) | 1.42% | 2.69%
Expected volatility (%) | 35.36% | 34.89%
Risk-free interest rate (%) | 3.87% | 4.09%
Employee failure-to-save rate (p.a.) (%) | 20.63% | 20.63%
Expected life of option (years) | 3 | 3
Share price at grant (£) | £2.34 | £1.77
Exercise price (£) | £1.84 | £1.36
Fair value (£) | £0.41 | £0.29

The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the
relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.
The range of the Company’s share price during the year was £1.63–£2.81 (2024: £0.68–£1.89). The average share price during the 2025 financial
year was £2.11 (2024: £1.31).
7. Exceptional items
Exceptional items are those which, as set out in our accounting policy, are disclosed separately by virtue of their nature or amount. Such items
are included within the Group Income Statement caption to which they relate.
The Group reports the following exceptional items:

|  | 2025 | 2024
|  | £m | £m
Transformation costs | (A) | (12.0) | (4.0)
Acquisition related costs | (B) | (10.9) | –
Manufacturing site consolidation | (C) | – | (6.0)
Non core property-related income/(expense) | (D) | – | (0.2)
Defined benefit pension scheme restructuring | (E) | (0.2) | –
Total exceptional items before taxation |  | (23.1) | (10.2)
Tax credit on exceptional items |  | 2.5 | 0.8
Total exceptional items after taxation |  | (20.6) | (9.4)

(A) Transformation costs
Transformation costs relate to a multi-year transformation programme Making Business Easier, which commenced in the prior financial year.
In the current financial year, the Group recognised a charge of £12.0m for costs related to progressing this programme, these costs included
consultancy costs and internal labour costs (2024: £4.0m). The programme is expected to take place over a period of up to five years from 2024,
with a total estimated cash cost of £80m. The programme is focused on transforming the Group’s technology infrastructure and end-to-end
processes to drive efficiencies in the way the entire Group operates.
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Greencore Annual Report and Financial Statements 2025
7. Exceptional items continued
(B) Acquisition related costs
During the financial year, the Group recognised £10.9m of costs associated with the recommended acquisition of Bakkavor Group plc,
which includes £1.0m in finance costs (Note 8). The transaction is expected to complete in in early 2026, subject to regulatory approval.
(C) Manufacturing site consolidation
In the prior financial year the Group consolidated two soup manufacturing sites which resulted in the closure of soup production capacity at the
Kiveton facility and consolidation of soup production at the Bristol site. As a result of this exercise, the Group recognised an asset impairment,
incurring an exceptional charge of £6.0m.
(D) Non core property-related (expense)/income
In the prior financial year, the Group disposed of an investment property in Ireland and recognised a loss on disposal of £0.2m.
(E) Defined benefit pension scheme restructuring
During the current financial year, the Group incurred a charge of £0.2m in relating to restructuring costs associated with its legacy defined
benefit schemes (2024: £Nil).
Cash flow on exceptional items
The total net cash outflow during the financial year in respect of exceptional charges was £17.4m (2024: £5.3m), of which £2.0m was in respect
of prior year exceptional charges. In the prior financial year cash inflow from the disposal of the investment property of £0.7m was recognised
separately on the Group Statement of Cash Flows within investing activities.
8. Finance costs and finance income

| 2025 | 2024
| £m | £m
Finance income |  |
Interest on bank deposits | 1.1 | 1.0
Total finance income | 1.1 | 1.0
Finance costs |  |
Finance costs on interest bearing cash and cash equivalents, borrowings and other financing costs | (19.0) | (21.5)
Interest on lease obligations (Note 14) | (1.3) | (1.4)
Net pension financing charge (Note 24) | (0.7) | (1.0)
Unwind of discount on liabilities (Note 23) | (0.2) | (0.1)
Change in fair value of derivative financial instruments | 0.4 | 0.5
Foreign exchange on inter-company and external balances where hedge accounting is not applied | (0.9) | (0.3)
Total finance costs before exceptional items | (21.7) | (23.8)
Finance costs relating to the recommended acquisition of Bakkavor Group plc (Note 7) | (1.0) | –
Total finance costs including exceptional items | (22.7) | (23.8)
Recognised directly in equity |  |
Currency translation adjustment | 0.5 | (0.3)
Effective portion of changes in fair value of cash flow hedges | 0.9 | (0.8)
| 1.4 | (1.1)

There were no interest costs capitalised in the financial year (2024: £Nil).
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
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Greencore Annual Report and Financial Statements 2025
9. Taxation

| 2025 | 2024
| £m | £m
Current tax |  |
Irish corporation tax charge | 2.7 | –
Overseas tax charge | 10.4 | 8.3
Adjustment in respect of prior financial years | (0.8) | (9.7)
Total current tax charge/(credit) (pre-exceptional) | 12.3 | (1.4)
Deferred tax |  |
Origination and reversal of temporary differences | 11.5 | 9.5
Legacy defined benefit pension obligations | 2.6 | 3.2
Employee share-based payments | (0.5) | (0.6)
Adjustment in respect of prior financial years | (1.5) | 5.3
Total deferred tax charge (pre-exceptional) | 12.1 | 17.4
Income tax expense (pre-exceptional) | 24.4 | 16.0
Tax on exceptional items |  |
Current tax credit on exceptional items | (2.5) | (0.8)
Total tax charge for the financial year | 21.9 | 15.2
Tax relating to items recognised in other comprehensive income and equity |  |
Deferred tax relating to items recognised in other comprehensive income |  |
Actuarial loss on Group legacy defined benefit pension schemes | 0.5 | (1.3)
Derivative fair value movement | (0.1) | –
Total deferred tax in other comprehensive income for the financial year | 0.4 | (1.3)

In addition, tax of £7.0m in relation to employee share-based payments was taken directly to equity in the financial year (2024 £5.5m).
Reconciliation of total tax charge
The tax charge for the financial year can be reconciled to the profit per the Group Income Statement as follows:

| 2025 | 2024
| £m | £m
Profit for the financial year | 57.6 | 46.3
Adjusted for: |  |
Tax charge for the financial year | 21.9 | 15.2
Profit before taxation | 79.5 | 61.5
Tax charge at Irish corporation tax rate of 12.5% (2024: 12.5%) | 9.9 | 7.7
Effects of: |  |
Expenses not deductible for tax purposes | 6.3 | 4.6
Differences in effective tax rates on overseas earnings | 9.9 | 7.0
Recognition of previously unrecognised deferred tax | (1.9) | 0.3
Adjustment in respect of prior financial years | (2.3) | (4.4)
Total tax charge for the financial year | 21.9 | 15.2

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Greencore Annual Report and Financial Statements 2025
9. Taxation continued
Deferred taxation
The Group’s deferred tax assets and liabilities are analysed as follows:

| Property, | Acquisition- | Retirement |  | Employee |  |
| plant and | related | benefit | Tax | share-based |  |
| equipment | intangibles | obligations | losses | payment | Other | Total
| £m | £m | £m | £m | £m | £m | £m
Financial year ended 26 September 2025 |  |  |  |  |  |  |
At 27 September 2024 | (23.1) | (1.0) | 5.4 | 11.1 | 7.3 | 3.0 | 2.7
Income Statement credit/(charge) | (2.5) | 0.5 | (2.6) | (8.2) | 0.6 | 0.1 | (12.1)
Tax recognised in other comprehensive income | – | – | (0.5) | – | – | 0.1 | (0.4)
Tax recognised directly in equity | – | – | – | – | 7.0 | – | 7.0
Tax transferred from deferred tax to current tax creditor | – | – | – | – | (1.0) | – | (1.0)
At 26 September 2025 | (25.6) | (0.5) | 2.3 | 2.9 | 13.9 | 3.2 | (3.8)
Deferred tax assets (deductible temporary differences) | 0.7 | – | 3.7 | 2.9 | 13.9 | 3.5 | 24.7
Deferred tax liabilities (taxable temporary differences) | (26.3) | (0.5) | (1.4) | – | – | (0.3) | (28.5)
Net deferred tax asset/(liability) | (25.6) | (0.5) | 2.3 | 2.9 | 13.9 | 3.2 | (3.8)

| Property, | Acquisition- | Retirement |  | Employee |  |
| plant and | related | benefit | Tax | share-based |  |
| equipment | intangibles | obligations | losses | payment | Other | Total
| £m | £m | £m | £m | £m | £m | £m
Financial year ended 27 September 2024 |  |  |  |  |  |  |
At 29 September 2023 | (8.3) | (1.7) | 7.3 | 12.4 | 1.2 | 2.7 | 13.6
Income Statement credit/(charge) | (14.8) | 0.7 | (3.2) | (1.3) | 0.9 | 0.3 | (17.4)
Tax recognised in other comprehensive income | – | – | 1.3 | – | – | – | 1.3
Tax recognised directly in equity | – | – | – | – | 5.5 | – | 5.5
Tax transferred from deferred tax to current tax creditor | – | – | – | – | (0.3) | – | (0.3)
At 27 September 2024 | (23.1) | (1.0) | 5.4 | 11.1 | 7.3 | 3.0 | 2.7
Deferred tax assets (deductible temporary differences) | 1.3 | – | 7.3 | 11.1 | 7.3 | 3.2 | 30.2
Deferred tax liabilities (taxable temporary differences) | (24.4) | (1.0) | (1.9) | – | – | (0.2) | (27.5)
Net deferred tax asset/(liability) | (23.1) | (1.0) | 5.4 | 11.1 | 7.3 | 3.0 | 2.7

The Group performed its assessment of the recoverability of deferred tax assets at 26 September 2025 taking into account the Group’s actual
historic performance, the impact of tax legislation enacted at the reporting date and the detailed financial forecasts for the business covering
the periods over which the assets are expected to be utilised. The Group is satisfied based on this assessment and sensitivities completed that
the £24.7m (2024: £30.2m) of deferred tax assets are recoverable.
Unrecognised deferred tax liabilities
The Group has not provided deferred tax in relation to temporary differences of approximately £310m (2024: £300m) applicable to investments
in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable that the
temporary differences will not reverse in the foreseeable future. No provision has been made in respect of deferred tax relating to unremitted
earnings of subsidiaries as there is no commitment to remit earnings.
Unrecognised deferred tax assets
No deferred tax asset is recognised in respect of certain tax losses and other attributes incurred by the Group on the grounds that there is
insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in the
future, these assets may be recovered. The unrecognised deferred tax asset at 26 September 2025 was £55.4m (2024: £57.1m) which has been
calculated based on the tax rate applicable to the jurisdiction to which the losses relate and has been translated to the Group presentation
currency at the closing rate on 26 September 2025.
Tax losses carried forward
The total gross unrecognised trading tax losses are £137.6m (2024: £137.6m). There is not an expiry date for these losses in any jurisdiction.
The unrecognised deferred tax asset on these losses amounts to £34.4m (2024: £34.4m).
The total gross unrecognised capital tax losses are £53.7m (2024: £54.3m). These capital losses will not expire in any jurisdiction. The unrecognised
deferred tax asset on these losses amounts to £14.0m (2024: £14.2m).
Recognition of deferred tax assets is a key judgement in the Group Financial Statements as disclosed in Note 1.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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165
Greencore Annual Report and Financial Statements 2025
Factors that may impact future tax charges and other disclosures
As part of the Organisation for Economic Co-operation and Development (OECD)/G20 Base Erosion and Profit Shifting (BEPS) project, the
OECD has introduced Pillar Two model rules. Pillar Two legislation was enacted in Ireland, the jurisdiction in which Greencore Group plc is
incorporated, and came into effect within Finance (No. 2) Act 2023 (the ‘Finance Act’) for accounting periods starting on or after 31 December
2023. Therefore the period to September 2025 is the first accounting period to which these rules apply for the Group. The Finance Act closely
follows the EU Minimum Tax Directive and OECD Guidance released to date and introduces a top-up tax for the difference between the Global
Anti-base Erosion Rules (GLoBE) effective tax rate per jurisdiction and the 15% minimum rate.
The Group has assessed the impact of the OECD’s Pillar Two GLoBE rules and, for the current reporting period, the Group will not be subject
to top-up taxes under these rules in Ireland or other jurisdictions in which it operates. The Group qualifies for the transitional safe harbour
exemptions in all jurisdictions therefore no top-up taxes will be due.
10. Earnings per Ordinary Share
Basic earnings per ordinary Share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Ordinary Shares in issue during the financial year, excluding Ordinary Shares purchased by the Company and held in trust in respect
of the Annual Bonus Plan, the Performance Share Plan, the Employee Share Incentive Plan and the Restricted Share Plan.
Diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume
conversion of all dilutive potential Ordinary Shares.
Adjusted Basic Earnings per Share is calculated as Adjusted Earnings divided by the weighted average number of Ordinary Shares in issue during
the financial year. The numerator for Adjusted Basic Earnings per Share is calculated as profit attributable to equity holders of the Company
adjusted to exclude exceptional items (net of tax), the effect of foreign exchange (‘FX’) on inter-company and certain external balances where
hedge accounting is not applied, the movement in the fair value of all derivative financial instruments, the amortisation of acquisition-related
intangible assets (net of tax) and the effect of interest expense relating to legacy defined benefit pension liabilities (net of tax).
In the current year, the Group repurchased 7,935,701 Ordinary Shares (2024: 34,793,763 ) in the Company by way of a share buyback. 245,000
Ordinary Shares had been repurchased in the previous financial year and cancelled in FY25, therefore the total amount of repurchased shares
that were cancelled in the current year was 8,180,701, costing £15.6m (2024: £49.4m). Of the £15.6m, £5.6m had been transferred to the
broker to complete the share buyback in the previous financial year but had not been transacted at year end. In FY25 an additional £10.0m
was transferred to the broker and these funds were fully transacted in the current financial year to complete the share buyback programme.
The effect of this on the weighted average number of ordinary shares was a decrease of 6,532,251 shares (2024: 15,225,225).
The total Ordinary Shares in issue at 26 September 2025 was 442,709,317 (2024: 449,385,547).
Numerator for earnings per share and Adjusted Earnings per Share calculations

| 2025 | 2024
| £m | £m
Profit attributable to equity holders of the Company (numerator for earnings per share calculations) | 57.6 | 46.3
Exceptional items (net of tax) | 20.6 | 9.4
Movement on fair value of derivative financial instruments | (0.4) | (0.5)
FX effect on inter-company and external balances where hedge accounting is not applied | 0.9 | 0.3
Amortisation of acquisition related intangible assets (net of tax) | 1.9 | 2.2
Pension financing (net of tax) | 0.5 | 0.7
Numerator for Adjusted Earnings per Share calculations | 81.1 | 58.4

Denominator for basic earnings per share and Adjusted Earnings per Share calculations

| 2025 | 2024
| ‘000 | ‘000
Shares in issue at the beginning of the financial year | 449,386 | 483,454
Effect of share buyback and cancellation in the financial year | (6,532) | (15,225)
Effect of shares held by Employee Benefit Trust | (8,129) | (8,400)
Effect of shares issued during the financial year | 411 | 10
Weighted average number of Ordinary Shares in issue during the financial year | 435,136 | 459,839

Denominator for diluted earnings per share calculations
Employee Performance Share Plan awards, which are performance based, are treated as contingently issuable shares, because their issue is
contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable Ordinary
Shares are excluded from the computation of diluted earnings per Ordinary Share where the conditions governing exercisability have not been
satisfied as at the end of the reporting period.
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Greencore Annual Report and Financial Statements 2025
10. Earnings per Ordinary Share continued
Denominator for diluted earnings per share calculations continued
A total of 6,431,369 (2024: 13,285,306) unvested shares were excluded from the diluted earnings per share calculation as they were either
antidilutive or contingently issuable Ordinary Shares which had not satisfied the performance conditions attaching at the end of the 2025
financial year.
A reconciliation of the weighted average number of Ordinary Shares used for the purpose of calculating the diluted earnings per share amounts
is as follows:

| 2025 | 2024
| ‘000 | ‘000
Weighted average number of Ordinary Shares in issue during the financial year | 435,136 | 459,839
Dilutive effect of share options | 20,326 | 10,205
Weighted average number of Ordinary Shares for diluted earnings per share | 455,462 | 470,044

Earnings per share calculations

| 2025 | 2024
| Total | Total
| pence | pence
Basic earnings per Ordinary Share | 13.2 | 10.1
Adjusted earnings per Ordinary Share | 18.6 | 12.7
Diluted earnings per Ordinary Share | 12.6 | 9.9

11. Dividends paid and proposed

| 2025 | 2024
| £m | £m
Amounts recognised as distributions to equity holders in the financial year: |  |
Equity dividends on Ordinary Shares: |  |
Final dividend of 2.00 pence for the financial year ended 27 September 2024 (2024: Nil pence) | 8.9 | –
Total | 8.9 | –

The Directors have proposed a final dividend for the financial year ended 26 September 2025 of 2.6 pence per ordinary share. Subject to
shareholder approval, this dividend is to be paid on 5 February 2026 to shareholders who are on the Register of Members at 5.00pm on
9 January 2026.
12. Goodwill and intangible assets

|  | Acquisition |  |
|  | related | Computer |
|  | intangible assets | software |
|  | –Customer | and other |
| Goodwill | related | intangibles | Total
| £m | £m | £m | £m
Financial year ended 26 September 2025 |  |  |  |
At 27 September 2024 | 447.3 | 4.5 | 4.3 | 456.1
Additions | – | – | 0.7 | 0.7
Impairment | – | – | (0.1) | (0.1)
Amortisation charge | – | (2.5) | (1.4) | (3.9)
At 26 September 2025 | 447.3 | 2.0 | 3.5 | 452.8
Financial year ended 26 September 2025 |  |  |  |
Cost | 457.9 | 52.3 | 20.2 | 530.4
Accumulated impairment/amortisation | (10.6) | (50.3) | (16.7) | (77.6)
At 26 September 2025 | 447.3 | 2.0 | 3.5 | 452.8

Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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167
Greencore Annual Report and Financial Statements 2025

|  | Acquisition |  |
|  | related | Computer |
|  | intangible assets | software |
|  | –Customer | and other |
| Goodwill | related | intangibles | Total
| £m | £m | £m | £m
Financial year ended 27 September 2024 |  |  |  |
At 29 September 2023 | 447.3 | 7.5 | 6.3 | 461.1
Additions | – | – | 0.9 | 0.9
Impairment | – | – | (0.6) | (0.6)
Amortisation charge | – | (3.0) | (2.3) | (5.3)
At 27 September 2024 | 447.3 | 4.5 | 4.3 | 456.1
Financial year ended 27 September 2024 |  |  |  |
Cost | 457.9 | 52.3 | 20.3 | 530.5
Accumulated impairment/amortisation | (10.6) | (47.8) | (16.0) | (74.4)
At 27 September 2024 | 447.3 | 4.5 | 4.3 | 456.1

Goodwill and impairment testing
Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units (‘CGUs’) that are expected to benefit from
that business combination. The Group has allocated goodwill to its only CGU, Convenience Foods UK which is the smallest group of assets
generating largely independent cash flows, as defined by IAS 36 Impairment of Assets.
The CGU represents the lowest level within the Group at which goodwill is monitored for internal management purposes and is not larger than
the operating segment determined in accordance with IFRS 8 Operating Segments. The carrying value of the Convenience Foods UK goodwill
at the financial year end is £447.3m (2024: £447.3m).
The Group performed an impairment test on the carrying value of goodwill of £447.3m (2024: £447.3m) at 26 September 2025 using a value in
use model to determine the recoverable amount of the CGU. The recoverable amount had significant headroom above the carrying value and
therefore, no impairment was recorded (2024: £Nil).
Key assumptions
The key assumptions used in the value in use model are set out in the table below.
The Group’s assessment of Goodwill involves inputs and assumptions that require estimation, including; cash flow projections, long-term
growth rate and discount rate. As a result, the Group has identified the assumptions underpinning value in use calculations as an area of
significant estimation uncertainty.

Key assumptions | Basis for determining values assigned to key assumptions
Cash flow projections | The cash flow projections are based on the 2026 budget and four-year strategic plan, which has been
| approved by the Board, and specifically excludes incremental profits and other cash flows stemming
| from any potential future acquisitions or future operational restructuring.
| In preparing the 2026 budget and the 2027–2030 strategic plan cash flow projections, the Group has
| utilised industry experience, with changes in selling prices and direct costs based on past practices and
| expectations of future changes in the market. Future cash flows also take account of cost inflation, price
| recovery and growth in future volumes. The cash flows include an assumption on maintenance capital
| expenditure required by the business over the future projected period.
| The impact of expenditure relating to the Group’s near-term strategy as part of our Better Future
| Plan, including investments in effluent treatment, capital expenditure to assist in our carbon emission
| reduction targets, and impairment considerations on transition of the Group’s distribution fleet to
| electric vehicles and alternative fuels, have been considered as part of the goodwill impairment testing
| process through cash flow projections.
Long-term growth rate | A long-term growth rate of 2% (2024: 2%) has been used in extrapolating the cash flows beyond the
| budget and strategic plan period to perpetuity. This growth rate does not exceed the long-term average
| growth rate for the industry in which the CGU operates.
Discount rate | The pre-tax discount rate for the Convenience Foods UK CGU is 12% in the current financial year (2024:
| 12%). The pre-tax discount rates are based on the Group’s post tax weighted average cost of capital
| (using an iterative method), calculated using the Capital Asset Pricing Model adjusted for the Group’s
| specific beta coefficient together with a country risk premium to take account where the CGU derives
| its cash flows.

Applying these techniques, no impairment charge arose in 2025 (2024: £Nil).
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Greencore Annual Report and Financial Statements 2025
12. Goodwill and intangible assets continued
Sensitivity analysis
The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of the CGU using
the following sensitivity assumptions which management deem to be reasonably possible changes in the underlying assumptions: 1% increase in
the discount rate; nil terminal value growth; and a reduced EBITDA to allow for the potential monetary impacts of climate-related risks identified
as part of the scenario analysis completed during FY25, including rising commodity costs and changing temperatures increasing the cost of
doing business for the Group. Each sensitivity was applied independently, there were no CGU impairments identified as a result of the applied
sensitivity analysis in 2025.
13. Property, plant and equipment

| Land and | Plant and | Fixtures and | Capital work in |
| buildings | machinery | fittings | progress | Total
| £m | £m | £m | £m | £m
Financial year ended 26 September 2025 |  |  |  |  |
At 27 September 2024 | 147.6 | 122.7 | 15.6 | 14.8 | 300.7
Additions | 0.2 | 3.7 | 0.1 | 38.4 | 42.4
Depreciation charge | (11.2) | (23.8) | (3.5) | – | (38.5)
Impairments | (0.8) | (2.1) | (1.0) | (1.4) | (5.3)
Reclassifications | 3.5 | 26.1 | 5.7 | (35.3) | –
At 26 September 2025 | 139.3 | 126.6 | 16.9 | 16.5 | 299.3
Financial year ended 26 September 2025 |  |  |  |  |
Cost | 251.6 | 324.8 | 55.4 | 16.5 | 648.3
Accumulated depreciation and impairment | (112.3) | (198.2) | (38.5) | – | (349.0)
At 26 September 2025 | 139.3 | 126.6 | 16.9 | 16.5 | 299.3
Financial year ended 27 September 2024 |  |  |  |  |
At 29 September 2023 | 156.2 | 128.0 | 12.4 | 18.9 | 315.5
Additions | – | 1.9 | 1.2 | 28.7 | 31.8
Depreciation charge | (11.9) | (22.6) | (4.0) | – | (38.5)
Impairments | (1.1) | (5.8) | (0.2) | (1.0) | (8.1)
Reclassifications | 4.4 | 21.2 | 6.2 | (31.8) | –
At 27 September 2024 | 147.6 | 122.7 | 15.6 | 14.8 | 300.7
Financial year ended 27 September 2024 |  |  |  |  |
Cost | 255.2 | 315.9 | 52.9 | 14.8 | 638.8
Accumulated depreciation and impairment | (107.6) | (193.2) | (37.3) | – | (338.1)
At 27 September 2024 | 147.6 | 122.7 | 15.6 | 14.8 | 300.7

Properties with a carrying value of £14.2m (2024: £14.4m) are secured against pension liabilities. See Note 24 for further details.
Capital work in progress relates to buildings and plant and machinery under construction which the Group expect will be brought into use
within 12-24 months.
The Group keeps all assets under review on an ongoing basis to identify any impairments to be recognised as a result of obsolescence due to
either a change in production methods rendering certain assets idle or impairment due to replacement of assets to align with the Group’s net
zero targets. The Group recognised an impairment charge of £5.3m (2024: £3.1m) following these reviews being carried out. This was charged
to operating costs in the Group Income Statement in both the current and the prior financial year. There was no impairment charge related
to the Group’s climate-related strategy in the current financial year (2024: £0.1m).
During the financial year, capital additions for projects with a sustainability or climate change benefit amounted to £13.4m (2024: £2.8m). Of this
amount £4.1m principally related to energy projects and solar projects.
As disclosed in Note 7, during the prior financial year, the Group consolidated two soup manufacturing sites, and an impairment charge of £5.0m
relating to property, plant and machinery was recognised within exceptional costs (2025: £Nil).
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
14. Right-of-use assets and lease liabilities
The movement in the Group’s right-of-use assets during the financial year is as follows:

| Land and | Plant and | Motor |
| buildings | machinery | vehicles | Total
| £m | £m | £m | £m
Financial year ended 26 September 2025 |  |  |  |
At 27 September 2024 | 29.4 | 5.0 | 7.0 | 41.4
Additions | 18.0 | 3.2 | 7.8 | 29.0
Disposals | (0.2) | (0.2) | – | (0.4)
Depreciation charge | (8.3) | (2.7) | (4.6) | (15.6)
At 26 September 2025 | 38.9 | 5.3 | 10.2 | 54.4

| Land and | Plant and | Motor |
| buildings | machinery | vehicles | Total
| £m | £m | £m | £m
Financial year ended 27 September 2024 |  |  |  |
At 29 September 2023 | 29.8 | 6.2 | 5.0 | 41.0
Additions | 7.3 | 2.2 | 6.6 | 16.1
Disposals | – | (0.2) | (0.1) | (0.3)
Depreciation charge | (7.7) | (3.2) | (4.5) | (15.4)
At 27 September 2024 | 29.4 | 5.0 | 7.0 | 41.4

The movement in the Group’s lease liabilities during the financial year is as follows:

| 2025 | 2024
| £m | £m
At beginning of financial year | 44.9 | 45.0
Additions | 26.8 | 15.9
Disposals | (0.4) | (0.3)
Lease payments relating to capitalised right-of-use leased assets | (15.5) | (15.7)
Interest payments relating to lease obligations | (1.3) | (1.4)
Lease interest charge | 1.3 | 1.4
At end of financial year | 55.8 | 44.9

An analysis of the maturity profile of the discounted lease liabilities arising from the Group’s leasing activities is as follows

| 2025 | 2024
| £m | £m
Within one year | 16.6 | 13.6
Between one and five years | 31.0 | 28.2
Over five years | 8.2 | 3.1
Total | 55.8 | 44.9
Analysed as: |  |
Current liabilities | 16.6 | 13.6
Non-current liabilities | 39.2 | 31.3
Total | 55.8 | 44.9

The Group avails of the exemption from capitalising lease costs for short-term leases and low-value assets where the relevant criteria are met.
The following lease costs have been charged to the Group Income Statement on a straight-line basis:

| 2025 | 2024
| £m | £m
Short-term leases | 7.2 | 6.8
Leases of low-value assets | 0.3 | 0.2
Total | 7.5 | 7.0

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Greencore Annual Report and Financial Statements 2025
14. Right-of-use assets and lease liabilities continued
The total cash outflow for lease payments during the financial year was as follows:

| 2025 | 2024
| £m | £m
Cash outflow for short-term leases and leases of low value | 7.5 | 7.0
Lease payments relating to capitalised right-of-use leased assets | 15.5 | 15.7
Interest payments relating to lease obligations | 1.3 | 1.4
Total | 24.3 | 24.1

15. Investment property

| 2025 | 2024
| £m | £m
At beginning of the financial year | 3.5 | 4.6
Disposal | – | (0.9)
Currency translation adjustment | 0.2 | (0.2)
At end of financial year | 3.7 | 3.5
Analysed as: |  |
Cost | 3.7 | 3.5
Accumulated depreciation | – | –
At end of financial year | 3.7 | 3.5

The Group’s investment property is land and therefore is not depreciated. The carrying value of the Group’s investment properties at
26 September 2025 was £3.7m (2024: £3.5m).
The carrying value of the investment properties have been considered with reference to ongoing negotiations with third-party market
participants to purchase some of the land in the Irish investment property portfolio. As the market prices are equal to or exceed the carrying
value of the properties, the Group have considered it unnecessary to adjust the carrying value of the investment property in line with the
requirements of IAS 36 Impairment of Assets.
The fair values of investment properties require Level 3 inputs to determine a fair value measurement.
An increase or decrease in the price per hectare of 5% would result in a 5% or £0.2m increase or decrease in the fair value of the land. (2024: £0.2m).
16. Inventories

| 2025 | 2024
| £m | £m
Raw materials and consumables | 41.9 | 38.5
Work in progress | 0.5 | 0.5
Finished goods and goods for resale | 25.6 | 27.4
| 68.0 | 66.4

None of the above carrying amounts have been pledged as security for liabilities entered into by the Group.

| 2025 | 2024
| £m | £m
Inventory recognised within cost of sales | 970.6 | 893.3

The amount recognised as an expense for a reduction in the carrying value of inventory from cost to net realisable value was £6.6m (2024: £6.5m).
There is no material difference between the book value and replacement cost of inventories.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
17. Trade and other receivables

| 2025 | 2024
| £m | £m
Current |  |
Trade receivables | 207.8 | 174.1
Other receivables | 44.8 | 35.0
Prepayments | 14.1 | 13.6
VAT | 10.2 | 9.8
Contract costs | – | 0.1
Total | 276.9 | 232.6

The fair value of current receivables approximates book value due to their short-term nature.
Approximately £36.0m (2024: £36.0m) of the Group’s trade and other receivables are secured against pension liabilities. See Note 24 for further details.
The Group’s exposure to credit and currency risk and impairment losses related to trade and other receivables is set out in Note 22.
18. Trade and other payables

| 2025 | 2024
| £m | £m
Current |  |
Trade payables | 324.1 | 297.8
Employment related taxes | 10.6 | 9.1
Other payables and accrued expenses* | 175.1 | 124.1
Current trade and other payables | 509.8 | 431.0
Non-current |  |
Other payables | 1.9 | 2.2
Total trade and other payables | 511.7 | 433.2

* Other payables and accrued expenses are made up of £164.7m (2024: £113.8m) of accrued expenses and £10.4m (2024: £10.3m) of accrued wages and salaries.
The fair value of trade and other payables approximates book value due to their short-term nature.
The Group’s exposure to liquidity and currency risk is disclosed in Note 22.
19. Cash and cash equivalents and bank overdrafts

| 2025 | 2024
| £m | £m
Cash at bank and in hand | 81.8 | 57.3

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between one
day and one month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.
The fair value of cash and cash equivalents equals the carrying amount.
For the purposes of the Group Statement of Cash Flows, cash and cash equivalents and bank overdrafts are presented net as follows:

| 2025 | 2024
| £m | £m
Cash at bank and in hand | 81.8 | 57.3
Bank overdraft (Note 20) | (30.7) | (42.9)
Total cash and cash equivalents and bank overdrafts | 51.1 | 14.4

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Greencore Annual Report and Financial Statements 2025
20. Borrowings

| 2025 | 2024
| £m | £m
Current |  |
Bank overdrafts | 30.7 | 42.9
Bank borrowings | 50.0 | –
Private placement notes | 14.9 | 14.9
Total current borrowings | 95.6 | 57.8
Non-current |  |
Bank borrowings | 56.3 | 132.6
Private placement notes | – | 15.0
Total non-current borrowings | 56.3 | 147.6
Total borrowings | 151.9 | 205.4

The maturity of borrowings is as follows:

| 2025 | 2024
| £m | £m
Less than 1 year | 95.6 | 57.8
Between 1 and 2 years | – | 64.8
Between 2 and 5 years | 56.3 | 82.8
| 151.9 | 205.4

The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the financial year end date are as follows:

| 2025 | 2024
| £m | £m
6 months or less | 50.0 | –
1–5 years | 71.2 | 162.5
| 121.2 | 162.5

The average margin over base rate that the Group paid on its financing facilities in the financial year ended 26 September 2025 was 1.87%
(2024: 1.91%).
Bank overdrafts are part of the Group cash pooling arrangement and therefore are not exposed to interest rate changes while the Group
is in a cash positive position.
Bank borrowings
The bank borrowings are denominated in sterling. Interest is set at commercial rates based on a spread above SONIA.
The bank borrowings, net of finance fees amounted to £106.3m at 26 September 2025 (September 2024: £132.6m) with maturities ranging from
January 2026 to November 2029.
In connection with the recommended acquisition of Bakkavor Group plc and under the terms of Rule 24.8 of the Irish Takeover Rules, the Group
secured funding of £825.0m of new committed facilities in order to finance the cash element of this acquisition, which is expected to complete
in FY26. At 26 September 2025, the loan facilities of £825.0m remained undrawn.
The majority of the borrowings are subject to primary financial covenants calculated in accordance with lenders’ facility agreements which
exclude the impact of IFRS 16 Leases:
• Maximum Leverage Ratio: Net Debt:Consolidated Adjusted EBITDA – 3.50:1
• Minimum Interest Coverage Ratio: Consolidated Adjusted EBITDA:Consolidated Net Interest Payable – 3:1
The Group is fully compliant with the covenant requirements and given the level of headroom under each covenant there is no expectation
that they will be breached in future periods; for more information refer to Note 22.
During the financial year, the Group and its syndicate of lenders agreed to amend terms under the revolving credit facility to remove the
reporting requirements on sustainability performance targets.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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173
Greencore Annual Report and Financial Statements 2025
Private Placement Notes
The Private Placement Notes net of finance fees amounted to £14.9m (denominated as $14.0m and £4.5m) at 26 September 2025 (2024:
£29.9m, denominated as $28.0m and £9.0m). These were issued as fixed rate debt in June 2016 ($55.9m and £18m) with maturities ranging
between June 2023 and June 2026. The Group repaid $14.0m and £4.5m of Private Placement Notes in June 2025 (2024: $14.0m and £4.5m
repaid in June 2024).
In December 2018, the Group entered into cross-currency swap arrangements for the original debt of $55.9m of Private Placement Notes,
to swap from fixed rate US dollar to fixed rate sterling. The fixed rate US dollar to fixed rate sterling swaps are designated as cash flow hedges.
The borrowings under the Private Placement Notes are subject to primary financial covenants calculated in accordance with the Note Purchase
Agreement which excludes the impact of IFRS 16 Leases:
• Maximum Leverage Ratio: Net Debt:Consolidated Adjusted EBITDA – 3.50:1
• Minimum Interest Coverage Ratio: Consolidated Adjusted EBITDA:Consolidated Net Interest Payable – 3:
The Group is fully compliant with the covenant requirements and given the level of headroom under each covenant there is no expectation that
they will be breached in future periods, for more information refer to Note 22.
Guarantees
The Group’s financing facilities are secured by guarantees from Greencore Group plc and cross-guarantees from various companies within the
Group. The Group has complied with the financial covenants of its borrowing facilities during 2025 and 2024.
21. Derivative financial instruments
Derivative financial instruments recognised as assets and liabilities in the Statement of Financial Position are analysed as follows:

|  | 2025 |
| Assets | Liabilities | Net
| £m | £m | £m
Current |  |  |
Cross-currency swaps – cash flow hedges | – | (0.7) | (0.7)
Interest rate swaps – cash flow hedges | – | (0.1) | (0.1)
Forward foreign exchange contracts – not designated as hedges | 0.1 | – | 0.1
| 0.1 | (0.8) | (0.7)
Non-current |  |  |
Interest rate swaps – cash flow hedges | – | (0.1) | (0.1)
Interest rate swaps – not designated as cash flow hedges | – | – | –
| – | (0.1) | (0.1)
Total | 0.1 | (0.9) | (0.8)

|  | 2024 |
| Assets | Liabilities | Net
| £m | £m | £m
Current |  |  |
Cross-currency swaps – cash flow hedges | – | (0.5) | (0.5)
Interest rate swaps – not designated as cash flow hedges | 0.5 | – | 0.5
Forward foreign exchange contracts–not designated as hedges | – | (0.1) | (0.1)
| 0.5 | (0.6) | (0.1)
Non-current |  |  |
Cross-currency swaps – cash flow hedges | – | (0.4) | (0.4)
Interest rate swaps – cash flow hedges | – | (0.5) | (0.5)
| – | (0.9) | (0.9)
Total | 0.5 | (1.5) | (1.0)

Derivative instruments which are held for trading and are not designated as effective hedging instruments are classified as a current asset or
liability (as appropriate) regardless of maturity if the Group expects that they may be settled within 12 months of the year end date. Derivative
instruments that are designated as effective hedging instruments are classified as a current or non-current asset or liability by reference to the
maturity of the hedged item.
Cross-currency swaps
The Group utilises cross-currency swaps to convert fixed rate US dollar private placement notes into fixed rate sterling liabilities.
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Greencore Annual Report and Financial Statements 2025
21. Derivative financial instruments continued
Interest rate swaps
The Group utilises interest rate swaps to convert floating rate sterling into fixed rate debt liabilities.
The total value of sterling interest rate swaps (in place) at 26 September 2025 was £60.0m all of which are designated as hedges of the
Group’s borrowing.
The total value of sterling interest rate swaps (in place) at 27 September 2024 was £105.0m, inclusive of £40.0m of principal amount of
the Group’s borrowings which are swapped, £20.0m of forward starting interest rate swaps and £45.0m of interest rate swaps that are not
designated as cash flow hedges.
The fixed interest rates on these instruments varied from 4.180% to 4.622% (2024: 4.180% to 4.622%) and they will mature between February
and October 2026.
Forward foreign exchange contracts
The notional principal amounts of outstanding forward foreign exchange contracts at 26 September 2025 total £4.7m (2024: £2.1m).
No outstanding forward foreign exchange contracts are designated as cash flow hedges as at 26 September 2025 (2024: £Nil).
22. Financial risk management and financial instruments
Financial risk management objectives and policies
The Group’s activities expose it to a variety of financial risks that include interest rate risk, foreign currency risk, liquidity risk, credit risk and price
risk. These financial risks are actively managed by the Group’s Treasury and Procurement functions under strict policies and guidelines approved
by the Board of Directors. The Group’s Treasury function actively monitors market conditions with a view to minimising the exposure of the
Group to changing market factors while at the same time minimising the volatility of the funding costs of the Group. The Group uses derivative
financial instruments such as cross-currency swaps, interest rate swaps and forward foreign exchange contracts to manage the financial risks
associated with the underlying business activities of the Group.
Fair value of financial instruments
The following table shows the carrying amounts and fair values of financial assets and financial liabilities including their levels in the fair value
hierarchy. The different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not observable market data (unobservable inputs).
The fair value of the items classified within Level 2 of the fair value hierarchy have been calculated by discounting the expected future cash flows
at prevailing interest rate and by applying financial year end exchange rates.

|  |  |  | 2025 |  |  |
|  |  |  |  | Financial |  |
|  |  | Fair value |  | liabilities at |  |
|  | Loans and | through | Cash flow | amortised | Carrying |
| Fair value | receivables | profit or loss | hedges | cost | value | Fair value
| hierarchy | £m | £m | £m | £m | £m | £m
Financial assets |  |  |  |  |  |  |
Cash at bank and cash in hand | Level 1 | 81.8 | – | – | – | 81.8 | 81.8
Derivative financial instruments | Level 2 | – | 0.1 | – | – | 0.1 | 0.1
Financial liabilities |  |  |  |  |  | – |
Bank overdrafts | Level 1 | – | – | – | (30.7) | (30.7) | (30.7)
Derivative financial instruments | Level 2 | – | – | (0.9) | – | (0.9) | (0.9)
Bank borrowings | Level 2 | – | – | – | (106.3) | (106.3) | (106.3)
Private Placement Notes | Level 2 | – | – | – | (14.9) | (14.9) | (14.9)

Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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175
Greencore Annual Report and Financial Statements 2025

|  |  |  | 2024 |  |  |
|  |  |  |  | Financial |  |
|  |  | Fair value |  | liabilities at |  |
|  | Loans and | through | Cash flow | amortised | Carrying |
| Fair value | receivables | profit or loss | hedges | cost | value | Fair value
| hierarchy | £m | £m | £m | £m | £m | £m
Financial assets |  |  |  |  |  |  |
Cash at bank and cash in hand | Level 1 | 57.3 | – | – | – | 57.3 | 57.3
Derivative financial instruments | Level 2 | – | 0.5 | – | – | 0.5 | 0.5
Financial liabilities |  |  |  |  |  |  |
Bank overdrafts | Level 1 | – | – | – | (42.9) | (42.9) | (42.9)
Derivative financial instruments | Level 2 | – | 0.4 | (1.4) | – | (1.0) | (1.0)
Bank borrowings | Level 2 | – | – | – | (132.6) | (132.6) | (132.6)
Private Placement Notes | Level 2 | – | – | – | (29.9) | (29.9) | (29.9)

The carrying value of trade and other receivables and trade and other payables are considered a reasonable approximation of fair value and
therefore have not been included in the tables above.
During the current and prior financial year, there were no transfers between the different levels identified above.
Interest rate risk
The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents, bank
overdrafts and derivative financial instruments. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This is
managed by reviewing the debt profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to
manage the level of floating interest rate exposure.
The Group holds private placement notes in US dollars which have been swapped to sterling using cross-currency swaps.
Interest rate profile
The interest rate profile of cash and cash equivalents and borrowings at 26 September 2025 was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Floating rate cash and cash equivalents | 0.1 | 0.6 | 81.1 | 81.8
Floating rate borrowings | – | – | (79.2) | (79.2)
Fixed rate net debt | (10.4) | – | (62.3) | (72.7)
Net debt excluding lease liabilities | (10.3) | 0.6 | (60.4) | (70.1)

The interest rate profile of cash and cash equivalents and borrowings at 27 September 2024 was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Floating rate cash and cash equivalents | – | 0.4 | 56.9 | 57.3
Floating rate borrowings | – | – | (135.5) | (135.5)
Fixed rate net debt | (20.9) | – | (49.0) | (69.9)
Net debt excluding lease liabilities | (20.9) | 0.4 | (127.6) | (148.1)

Sensitivity analysis for floating rate debt
The full year impact of both an upward and downward movement in each applicable interest rate and interest rate curve by 100 basis points
(assuming all the other variables remain constant) is shown below.

| On profit after tax |  | On equity |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Effect of a downward movement of 100 basis points | 0.5 | 0.5 | 0.1 | (0.4)
Effect of an upward movement of 100 basis points | (0.5) | (0.5) | (0.1) | 0.4

negative = cost, positive = gain
Foreign currency risk
The Group is exposed to currency risk on sales and purchases in certain businesses that are denominated in currencies other than the functional
currency of the entity concerned. The Group utilises foreign currency contracts to economically hedge foreign exchange exposures arising
from these transactions. The Group has been actively working on reducing these risks by negotiating contracts with customers and suppliers
in sterling.
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Greencore Annual Report and Financial Statements 2025
22. Financial risk management and financial instruments continued
Foreign currency risk continued
The Group’s trading entity exposures to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at
the year end date were as follows (excluding derivative financial instruments):

|  | 2025 |  |  | 2024 |
| Euro | US dollar | Sterling | Euro | US dollar | Sterling
Denominated in: | £m | £m | £m | £m | £m | £m
Trade receivables and other receivables | – | – | – | – | – | –
Trade payables and other payables | (1.0) | (0.0) | – | (0.8) | – | –
Cash and cash equivalents and bank overdrafts | 0.6 | 0.1 | – | – | – | –
Gross balance sheet exposure | (0.4) | 0.1 | – | (0.8) | – | –

Sensitivity analysis for primary foreign currency risk
A 10% strengthening of the sterling exchange rate against the euro exchange rates in respect of the translation of amounts not denominated
in the functional currency of relevant entities into the functional currency would impact profit after tax and equity by the amount shown below.
This assumes that all other variables remain constant. A 10% weakening of the sterling exchange rate against the euro exchange rates would
have an equal and opposite effect.

| On Profit after tax |  | On Equity |
| 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m
Impact of 10% strengthening of sterling vs. euro gain/(loss) | – | 0.4 | 0.9 | 1.4

Currency profile
The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 26 September 2025
was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | 0.1 | 0.6 | 50.4 | 51.1
Current borrowings | (10.4) | – | (54.5) | (64.9)
Non-current borrowings | – | – | (56.3) | (56.3)
Derivative financial instruments* | 10.4 | – | (11.2) | (0.8)
Total | 0.1 | 0.6 | (71.6) | (70.9)

* Includes the impact of the cross currency swap
The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 27 September 2024
was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | – | 0.4 | 14.0 | 14.4
Current borrowings | (10.4) | – | (4.5) | (14.9)
Non-current borrowings | (10.5) | – | (137.1) | (147.6)
Derivative financial instruments* | 20.9 | – | (21.9) | (1.0)
Total | – | 0.4 | (149.5) | (149.1)

* Includes the impact of the cross currency swap
Liquidity risk
The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place to meet
foreseeable peak borrowing requirements with an appropriate level of additional headroom. A prudent approach to liquidity risk management
is taken by the Group by spreading the maturities of its debt using long-term financing. The Group’s Treasury function actively monitors the
current and future funding requirements of the business on a daily basis. Excess funds are placed on short-term deposit for up to one month
whilst ensuring that sufficient cash is available on demand to meet expected operational requirements.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
177
Greencore Annual Report and Financial Statements 2025
The following are the carrying amounts and contractual liabilities of financial liabilities (including interest payments):

| Carrying | Contractual | Period | Period | Period | Period
| amount | amount | 1-6 months | 6-12 months | 1-5 years | > 5 years
26 September 2025 | £m | £m | £m | £m | £m | £m
Non-derivative financial instruments |  |  |  |  |  |
Bank overdrafts | (30.7) | (30.7) | (30.7) | – | – | –
Bank borrowings | (106.3) | (125.0) | (52.6) | (1.7) | (70.7) | –
Private Placement Notes | (14.9) | (15.4) | (0.3) | (15.1) | – | –
Lease liabilities | (55.8) | (61.9) | (9.1) | (8.5) | (35.2) | (9.1)
Trade and other payables | (501.1) | (501.1) | (499.2) | – | (1.9) | –
Derivative financial instruments |  |  |  |  |  |
Interest rate swaps – cash flow hedges | (0.2) |  |  |  |  |
(Outflow) |  | (0.2) | (0.1) | (0.1) | – | –
Cross-currency swaps – cash flow hedges | (0.7) |  |  |  |  |
Inflow |  | 10.8 | 0.2 | 10.6 | – | –
(Outflow) |  | (11.4) | (0.2) | (11.2) | – | –
Forward foreign exchange contracts | 0.1 |  |  |  |  |
Inflow |  | 4.7 | 4.7 | – | – | –
(Outflow) |  | (4.7) | (4.7) | – | – | –

| Carrying | Contractual | Period | Period | Period | Period
| amount | amount | 1-6 months | 6-12 months | 1-5 years | >5 years
27 September 2024 | £m | £m | £m | £m | £m | £m
Non-derivative financial instruments |  |  |  |  |  |
Bank overdrafts | (42.9) | (42.9) | (42.9) | – | – | –
Bank borrowings | (132.6) | (159.2) | (4.3) | (4.0) | (150.9) | –
Private Placement Notes | (29.9) | (31.5) | (0.7) | (15.4) | (15.4) | –
Lease liabilities | (44.9) | (47.5) | (8.0) | (6.2) | (30.0) | (3.3)
Trade and other payables | (424.1) | (424.1) | (421.9) | – | (2.2) | –
Derivative financial instruments |  |  |  |  |  |
Interest rate swaps – cash flow hedges | (0.5) |  |  |  |  |
Inflow/(outflow) |  | (0.2) | 0.1 | (0.1) | (0.2) | –
Interest rate swaps – not designated as cash flow hedges | 0.5 |  |  |  |  |
Inflow/(outflow) |  | 0.2 | 0.2 | – | – | –
Cross-currency swaps – cash flow hedges | (0.9) |  |  |  |  |
Inflow |  | 22.1 | 0.5 | 10.8 | 10.8 | –
(Outflow) |  | (23.2) | (0.4) | (11.4) | (11.4) | –
Forward foreign exchange contracts | (0.1) |  |  |  |  |
Inflow |  | 2.0 | 1.8 | 0.2 | – | –
(Outflow) |  | (2.1) | (2.0) | (0.1) | – | –

Credit risk
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the
balance sheet. Risk is monitored both centrally and locally.
The Group’s maximum exposure to credit risk at 26 September 2025 is represented by the carrying amounts of the financial instruments
recognised in the Statement of Financial position namely, cash and cash equivalents (Note 19), trade and other receivables (Note 17) and
derivative financial assets (Note 21).
Cash and cash equivalents
Exposure to credit risk on cash and derivative financial instruments is actively monitored by the Group’s Treasury function. Risk of counterparty
default arising on cash and cash equivalents is controlled by dealing with high-quality institutions and by policy, limiting the amount of credit
exposure to any one bank or institution. The Group transacts with a variety of high credit quality financial institutions for the purpose of placing
deposits. The Group actively monitors its credit exposure to each counterparty to ensure compliance with the counterparty risk limits of the
Board-approved Treasury Policy. As a result, the Group has identified the associated credit risk as low, and no credit loss is expected.
Of the total cash and cash equivalents at 26 September 2025 and 27 September 2024, the cash was predominantly held by financial institutions
with minimum short-term ratings of A-1 (Standard and Poor’s) or P-1 (Moody’s). The Group accordingly does not expect any loss in relation to its
cash and cash equivalents and bank overdrafts at 26 September 2025.
Trade and other receivables
The Group derives a significant proportion of its revenue from sales to a limited number of major customers (see revenue for key customers in
Note 2). Sales to individual customers can be of significant value and the failure of any such customer to honour its debts could materially impact
the Group’s results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly reviewing
the credit history and rating of all significant customers and reviewing outstanding balances for indicators of impairment. There have been no
significant changes to the Group’s credit risk parameters or to the composition of the Group’s trade receivables during the financial year.
178
Greencore Annual Report and Financial Statements 2025
22. Financial risk management and financial instruments continued
Trade and other receivables continued
The Group also manages credit risk in the UK through the use of a receivables purchase arrangement. Under the terms of this agreement the
Group has transferred substantially all of the credit risk and control of the receivables which are subject to this agreement, and accordingly,
£46.6m (2024: £47.0m) has been derecognised at financial year end. The impact in the Group Statement of Cash Flows is recognised in working
capital movements within operating activities. The interest charge on this purchasing arrangement is payable monthly and charged at SONIA (or
equivalent benchmark rates) plus an agreed margin.
In addition, the Group operates trade receivable factoring arrangements with two of its larger customers. These arrangements allow the Group
to choose to factor the receivable before the payments are contractually due from the customer. These are non-recourse arrangements and
therefore amounts are derecognised from trade receivables. At 26 September 2025, £42.4m (2024: £46.9m) was drawn under these factoring
facilities. The Group presents the factoring arrangements as part of the movement in working capital in the Group Statement of Cash Flows. The
interest charge on this factoring arrangement is calculated at point of payment and charged at SONIA (or equivalent benchmark rates) plus an
agreed margin.
The aged analysis of trade receivables for the year ended 26 September 2025 and 27 September 2024 is summarised in the table below.

| 2025 | 2024
| £m | £m
Receivable within 1 month of the balance sheet date | 205.4 | 172.2
Receivable between 1 and 3 months of the balance sheet date | 1.1 | 0.7
Receivable greater than 3 months of the balance sheet date | 1.3 | 1.2
Total trade receivables | 207.8 | 174.1

Trade receivables are in general receivable within 90 days of the invoice date, are unsecured and are not interest bearing. The figures disclosed
above are stated net of allowances for impairment.
The Group applies the simplified approach to providing for expected credit losses (‘ECL’) set out in IFRS 9 Financial Instruments, which requires
expected lifetime losses to be recognised from initial recognition of the trade receivables. The Group uses an allowance matrix to measure
the ECL of trade receivables based on its credit loss rates. Expected loss rates are based on historical payment profiles of sales and the
corresponding historical credit loss experience for key customers. The historical loss rates are adjusted to reflect current and forward economic
factors if there is evidence to suggest these factors will affect the ability of the customer to settle receivables.
The movements in the allowance for impairment of trade receivables are as follows:

| 2025 | 2024
| £m | £m
At the beginning of the financial year | (4.0) | (3.4)
Charge to the Income Statement | (1.8) | (1.2)
Written off during the financial year | 0.3 | 0.6
At end of financial year | (5.5) | (4.0)

The Group has completed an assessment of ECL on other receivables balances using market default risk probabilities for key customers and has
concluded that this would be immaterial (2024: £Nil).
Derivative financial instruments
Exposure to credit risk on derivative financial instruments is actively monitored by the Group’s Treasury function. Risk of counterparty default
arising on derivatives is controlled by dealing with high-quality institutions and by policy, limiting the amount of credit exposure to any one bank
or institution.
Price risk
The Group purchases a variety of commodities which can be subject to significant price volatility. The price risk on these commodities is
managed by the Group’s procurement function who monitor markets closely. The Group’s policy is to minimise its exposure to volatility
by adopting an appropriate forward purchase strategy which is supported through providing regular forward price forecasts to the business.
This forecast enables the Group to both predict and manage inflation.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
179
Greencore Annual Report and Financial Statements 2025
Reconciliation of movements of liabilities to cash flows arising from financing activities
The reconciliation from opening to closing for the financial year ended 26 September 2025 is as follows:

| At |  |  | Other and |  | At
| 27 September | Financing | Foreign currency | non-cash | Other operating | 26 September
| 2024 | cash flows | translation | movements | cash movements | 2025
| £m | £m | £m | £m | £m | £m
Bank borrowings | (132.6) | 27.0 | – | (0.7) | – | (106.3)
Private Placement Notes | (29.9) | 14.8 | 0.2 | – | – | (14.9)
Lease liabilities | (44.9) | 15.5 | – | (27.7) | 1.3 | (55.8)
Total changes in liabilities arising from financing activities | (207.4) | 57.3 | 0.2 | (28.4) | 1.3 | (177.0)

The reconciliation of opening to closing for the prior financial year ended 27 September 2024 is as follows:

| At |  |  | Other and |  | At
| 29 September | Financing | Foreign currency | non-cash | Other operating | 27 September
| 2023 | cash flows | translation | movements | cash movements | 2024
| £m | £m | £m | £m | £m | £m
Bank borrowings | (139.0) | 7.7 | – | (1.3) | – | (132.6)
Private Placement Notes | (47.8) | 15.5 | 2.4 | – | – | (29.9)
Lease liabilities | (45.0) | 15.7 | – | (17.0) | 1.4 | (44.9)
Total changes in liabilities arising from financing activities | (231.8) | 38.9 | 2.4 | (18.3) | 1.4 | (207.4)

While the overall maturity of the £350m revolving credit facility is greater than three months, drawdowns and repayments are presented as net
cashflows as they are determined to be short-term in nature, given that they occur in line with the business needs on a transactional basis.
In relation to cash flows from financing activities that relate to equity, there were a number of share capital movements. £1.4m was received
for the issue of new shares in the financial year (2024: £0.8m) which has been recognised in share capital and share premium. £10.0m was
expended on the share buyback programme (2024: £55.0m). In the current financial year, £9.8m (2024: £5.5m) of own shares were purchased
and placed into trust. This does not include £1.7m transferred to the Trust for the purchase of shares that had not been completed at
26 September 2025. These have been recognised within the own share reserve. Dividends of £8.9m were paid to equity holders of the company
(2024: £Nil).
Capital management
The Group manages its capital to ensure that entities in the Group will be able to trade on a going concern basis while maximising the return to
stakeholders through the optimisation of the debt and equity balance. The change in debt capital structure in the year is set out below and the
change in equity is set out in the Group Statement of changes in equity. Invested capital is defined as the sum of all current and non-current
assets (including intangibles), less current and non-current liabilities with the exception of debt items, derivative financial instruments and
retirement benefit obligations. The invested capital of the Group at 26 September 2025 is £621.4m (2024: £653.6m). The Group monitors the
Return on Invested Capital of the Group as a Key Performance Indicator; the calculation is set out below.
At 26 September 2025, the Group’s Leverage Ratio (Adjusted Net Debt:Adjusted EBITDA) was 0.4x (2024: 1.0x) and the Group’s Interest Coverage
Ratio (Adjusted EBITDA:Adjusted Consolidated Net Interest Payable) was 9.7 (2024: 7.9) both of which are compliant with the Group’s financing
covenants. Adjusted Net Debt is calculated to exclude lease liabilities recognised as a result of the adoption of IFRS 16 Leases. Adjusted EBITDA is
calculated in line with the lenders’ covenant definitions, which is EBITDA adjusted for exceptional items, and other recurring items as defined by
the covenant definition which include share-based payment charges, and the net impact of lease charges recognised as a result of the adoption
of IFRS 16 Leases, as outlined in the section on Alternative Performance Measures. Adjusted Net Interest Payable is calculated in line with the
lenders’ covenant which is interest costs net of income, fees and other non-cash related interest items.

| 2025 | 2024 | 2023
| £m | £m | £m
Invested capital |  |  |
Total assets | 1,272.7 | 1,204.7 | 1,297.7
Total liabilities | (780.7) | (754.5) | (837.9)
Net Debt (Note 20, including lease liabilities) | 125.9 | 193.0 | 199.0
Derivative financial instruments not designated as fair value hedges (Note 21) | 0.8 | 1.0 | (4.6)
Retirement benefit obligation (net of deferred tax asset) (Note 24) | 2.7 | 9.4 | 12.8
Invested capital for the Group | 621.4 | 653.6 | 667.0

Net Debt and Net Debt excluding lease liabilities
Net Debt is used by the Group to measure overall cash generation of the Group and to identify cash available to reduce borrowings. Net Debt
comprises current and non-current borrowings less net cash and cash equivalents and bank overdrafts.
180
Greencore Annual Report and Financial Statements 2025
22. Financial risk management and financial instruments continued
Net Debt and Net Debt excluding lease liabilities continued
Net Debt excluding lease liabilities is a measure used by the Group to measure Net Debt excluding the impact of IFRS 16 Leases. Net Debt
excluding lease liabilities is used for the purpose of calculating leverage under the Group’s financing agreements.
The reconciliation of opening to closing Net Debt for the financial year ended 26 September 2025 is as follows:

| At |  | Translation and | At
| 27 September |  | non-cash | 26 September
| 2024 | Cash flow | adjustments | 2025
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | 14.4 | 36.7 | – | 51.1
Bank borrowings | (132.6) | 27.0 | (0.7) | (106.3)
Private Placement Notes | (29.9) | 14.8 | 0.2 | (14.9)
Net Debt excluding lease liabilities | (148.1) | 78.5 | (0.5) | (70.1)
Lease liabilities | (44.9) | 16.8 | (27.7) | (55.8)
Net Debt | (193.0) | 95.3 | (28.2) | (125.9)

The reconciliation of opening to closing Net Debt for the financial year ended 27 September 2024 is as follows:

| At |  | Translation and | At
| 29 September |  | non-cash | 27 September
| 2023 | Cash flow | adjustments | 2024
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | 32.8 | (18.4) | – | 14.4
Bank borrowings | (139.0) | 7.7 | (1.3) | (132.6)
Private Placement Notes | (47.8) | 15.5 | 2.4 | (29.9)
Net Debt excluding lease liabilities | (154.0) | 4.8 | 1.1 | (148.1)
Lease liabilities | (45.0) | 17.1 | (17.0) | (44.9)
Net Debt | (199.0) | 21.9 | (15.9) | (193.0)

23. Provisions

| Lease | Remediation |  |
| dilapidations | and closure | Other | Total
| £m | £m | £m | £m
Financial year ended 26 September 2025 |  |  |  |
At 27 September 2024 | 5.1 | 1.6 | 2.0 | 8.7
Provided in financial year | 2.2 | – | 2.3 | 4.5
Utilised in financial year | – | (0.5) | – | (0.5)
Released in financial year | – | (0.4) | (0.2) | (0.6)
Unwind of discount to present value in the financial year | – | 0.2 | – | 0.2
Currency translation adjustment | – | – | – | –
At 26 September 2025 | 7.3 | 0.9 | 4.1 | 12.3

Analysed as:

| 2025 | 2024
| £m | £m
Non-current liabilities | 8.6 | 6.8
Current liabilities | 3.7 | 1.9
| 12.3 | 8.7

Leases dilapidations
Lease dilapidations consist of provisions for leasehold dilapidations in respect of certain leases, relating to the estimated cost of reinstating
leasehold premises to their original condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated
that these will be payable within ten years.
Remediation and closure
Remediation and closure obligations were established to cover either a statutory, contractual or constructive obligation of the Group.
The majority of the obligation will unwind in one to five years.
Other
Other provisions consist of potential litigation and warranty claims. It is currently anticipated that these provisions will unwind in one to five years.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
181
Greencore Annual Report and Financial Statements 2025
24. Retirement benefit obligations
The Group operates defined contribution pension schemes in all of its main operating locations. The Group also has legacy defined benefit
pension schemes, which were closed to future accrual on 31 December 2009.
Defined contribution pension schemes
The total cost charged to income of £18.1m (2024: £16.3m) represents employer contributions payable to the defined contribution pension
schemes at rates specified in the rules of the schemes. At 26 September 2025, £2.3m (2024: £2.2m) was included in other accruals in respect
of defined contribution pension accruals.
Legacy funded defined benefit and unfunded defined benefit commitment pension schemes
Throughout FY25 the Group has operated one legacy funded defined benefit pension scheme and one legacy unfunded defined benefit
commitment in Ireland (the ‘Irish schemes’) and one legacy funded defined benefit pension scheme and one legacy unfunded defined benefit
commitment in the UK (the ‘UK schemes’) (collectively the ‘schemes’). The Projected Unit Credit actuarial cost method has been employed in
determining the present value of the defined benefit pension obligation, the related current service cost and, where applicable, past service cost.
All of the legacy defined benefit pension schemes are closed to future accrual. Scheme assets in the funded schemes are held in separate
Trustee administered funds. These plans have broadly similar regulatory frameworks. Responsibility for governance of the plans, including
investment decisions and contribution schedules, lies with the Company and the respective boards of Trustees.
The Group’s cash contributions to its pension schemes are determined by reference to actuarial valuations undertaken by the schemes’ actuaries
at intervals not exceeding three years. These funding valuations can differ materially from the requirements of IAS 19. In particular the discount
rate used to determine the value of liabilities under IAS 19 Employee Benefits is determined by reference to the yield at the year end date on
high-grade corporate bonds of comparable duration to the liabilities. In contrast the discount rate used in the ongoing valuation is generally
determined by reference to the yield on the scheme’s current and projected future investment portfolio.
Where a funding valuation reveals a deficit in a scheme, the Group will agree a schedule of contributions with the Trustees designed to address
the deficit over an agreed future time horizon. Full actuarial valuations were carried out on the Irish scheme and the UK scheme at 31 March 2022
and 31 March 2023 respectively. All of the schemes are operating under the terms of current funding proposals agreed with relevant pension
authorities. In the current financial year, the UK legacy defined benefit pension scheme achieved a fully funded position on a triennial funding
valuation basis. Now that the fully funded position is achieved the previously agreed supplementary annual pension contributions of £9.8m will
cease. In FY26, the Group expects to pay c.£2m in contributions.
Legacy defined benefit assets and liabilities

|  | 2025 |  |  | 2024 |
|  | Irish |  | UK | Irish |
| UK Schemes | Schemes | Total | Schemes | Schemes | Total
| £m | £m | £m | £m | £m | £m
Fair value of plan assets | 171.7 | 124.5 | 296.2 | 181.0 | 140.0 | 321.0
Present value of scheme liabilities | (186.4) | (114.8) | (301.2) | (210.4) | (125.4) | (335.8)
(Deficit)/surplus in schemes | (14.7) | 9.7 | (5.0) | (29.4) | 14.6 | (14.8)
Deferred tax asset (Note 9) | 3.7 | (1.4) | 2.3 | 7.4 | (2.0) | 5.4
Net (liability)/asset at end of financial year | (11.0) | 8.3 | (2.7) | (22.0) | 12.6 | (9.4)
Presented as: |  |  |  |  |  |
Retirement benefit asset* | – | 10.4 | 10.4 | – | 15.3 | 15.3
Retirement benefit obligation-funded schemes | (14.3) | – | (14.3) | (29.0) | – | (29.0)
Retirement benefit obligation-unfunded scheme | (0.4) | (0.7) | (1.1) | (0.4) | (0.7) | (1.1)

* The value of the net pension benefit asset represents the value of any amount the Group reasonably expects to recover by way of refund of surplus from the remaining assets of the plan
at the end of the plan’s life, based on the assumptions at the end of the financial year.
The International Financial Reporting Standards Interpretations Committee (‘IFRIC 14’) clarifies how the asset ceiling should be applied,
particularly how it interacts with local minimum funding rules. The Group had determined that it had an unconditional right to a refund of
surplus assets if the scheme was to run off until the last member dies.
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Greencore Annual Report and Financial Statements 2025
24. Retirement benefit obligations continued
Movement in the fair value of plan assets

| 2025 | 2024
| £m | £m
Change in fair value of plan assets |  |
Fair value of plan assets at beginning of financial year | 321.0 | 304.8
Interest income on plan assets | 13.8 | 15.2
Actuarial (loss)/gain | (28.1) | 16.0
Administrative expenses paid from plan assets | (1.1) | (0.9)
Employer contributions | 12.4 | 12.4
Benefit payments | (27.7) | (21.2)
Effect of exchange rate changes | 5.9 | (5.3)
Fair value of plan assets at end of financial year | 296.2 | 321.0

Movement in the present value of legacy defined benefit obligations

| 2025 | 2024
| £m | £m
Change in present value of scheme liabilities |  |
Benefit obligation at beginning of financial year | 335.8 | 324.9
Interest expense | 14.5 | 16.2
Actuarial (gain)/loss on financial assumptions | (26.2) | 19.8
Actuarial (gain)/loss on experience | (0.6) | 2.2
Actuarial gain on demographic assumptions | – | (1.3)
Benefit payments | (27.7) | (21.2)
Effect of exchange rate changes | 5.4 | (4.8)
Present value of scheme liabilities at end of financial year | 301.2 | 335.8

Risks and assumptions
The legacy defined employee benefit plans expose the Group to a number of risks, the most significant of which are:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform this
yield this will create a deficit. The plans hold assets which, though expected to outperform corporate bonds in the long-term, create volatility
and risk in the short-term. The allocation of assets is monitored to ensure that it remains appropriate given the plans’ long-term objectives.
Discount rates: The discount rates employed in determining the present value of the schemes’ liabilities are determined by reference to market
yields at the financial year end date on high-quality corporate bonds of a currency and term consistent with the currency and term of the
associated post-employment benefit obligations. Changes in discount rates impact the quantum of the liabilities.
Inflation risk: Some of the Group’s pension obligations are linked to inflation; higher inflation will lead to higher liabilities (although in most cases,
caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The assumed rate of future inflation is derived
from the relative yields of index-linked and fixed interest government bonds priced as of 26 September 2025 in the UK. The Irish inflation assumption
has been set based on market expectations at the reporting date which included consideration of the yield on long-term Irish Government bonds.
Longevity risk: In the majority of cases, the Group’s legacy defined benefit pension schemes provide benefits for the life of the member,
so increases in life expectancy will therefore give rise to higher liabilities.
Climate change: The impact of climate change on mortality rates, particularly future mortality rates, has been considered and it has been
concluded that there is no impact in the current financial year. This will continue to be kept under review.
The defined benefit obligation is sensitive to judgemental actuarial assumptions. These include demographic assumptions covering mortality,
economic assumptions covering price inflation and benefit increases, together with the discount rate.
The principal actuarial assumptions are as follows:

| UK Schemes |  | Irish Schemes |
| 2025 | 2024 | 2025 | 2024
Rate of increase in pension payments* | 2.85% | 2.95% | 1.50% | 1.00%
Discount rate | 6.00% | 5.05% | 3.80% | 3.38%
Inflation rate** | 3.00% | 3.15% | 1.90% | 1.90%

* The rate of increase in pension payments applies to the majority of the liability base, however there are certain categories within the Group’s Irish schemes that have an entitlement to pension indexation.
** The assumption for Retail Price Index (‘RPI’) and Consumer Price Index (‘CPI’) are derived from the Harmonised Index of Consumer Prices (‘HICP’) and relative yields of index-linked and fixed
interest government bonds.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
183
Greencore Annual Report and Financial Statements 2025
Assumptions regarding future mortality experience are set based on information from published statistics and experience in all geographic
regions and are selected to reflect the characteristics and experience of the membership of the relevant plans. In relation to the UK, this has
been done by reflecting the characteristics of the membership using the demographic tables from S3PA YoB with CMI 2021 model for future
improvements in mortality. The average life expectancy, in years, of a pensioner retiring at 65 is as follows:

| UK Schemes |  | Irish Schemes |
| 2025 | 2024 | 2025 | 2024
| years | years | years | years
Male | 20.8 | 20.8 | 22.7 | 22.7
Female | 23.1 | 23.1 | 24.5 | 24.4

Sensitivity of pension liability to judgemental assumptions

|  |  |  | Impact on Scheme Liabilities |
|  |  |  | Total | Total
|  | UK Schemes | Irish Schemes | 2025 | 2024
Assumption | Change in assumption | £m | £m | £m | £m
Discount rate | Decrease by 0.5% | 11.7 | 5.1 | 16.8 | 20.8
Discount rate | Increase by 0.5% | (10.6) | (4.8) | (15.4) | (18.8)
Rate of inflation | Decrease by 0.5% | (8.9) | (1.0) | (9.9) | (12.7)
Rate of inflation | Increase by 0.5% | 9.5 | 1.1 | 10.6 | 13.7
Rate of mortality | Members assumed to live 1 year longer | 4.3 | 5.1 | 9.4 | 10.6

Sensitivity of pension scheme assets to yield movements

|  |  | Impact on Scheme Assets |  |
|  |  |  | Total | Total
|  | UK Schemes | Irish Schemes | 2025 | 2024
Assumption | Change in assumption | £m | £m | £m | £m
Change in bond yields | Decrease by 0.5% | 10.4 | 5.3 | 15.7 | 19.3

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. The sensitivity analysis intends
to provide assistance in understanding the sensitivity of the valuation of pension liabilities to market movements on discount rates, inflation rates
and mortality assumptions for scheme beneficiaries and in understanding the sensitivity of the valuation of pension assets to market movements
on bond yields.
Hedging strategy
The Trustees invest the funds in a range of assets with the objective of maximising the fund return with a view to containing the cost of funding
the scheme whilst at the same time maintaining an acceptable risk profile. In assessing the risk profile the Trustees take account of the nature
and duration of the liabilities.
Plan assets are comprised as follows:

|  | 2025 |  |  | 2024 |
| Quoted | Unquoted | Total | Quoted | Unquoted | Total
| £m | £m | £m | £m | £m | £m
Cash | 2.2 | – | 2.2 | 1.4 | – | 1.4
Debt instruments | 42.2 | – | 42.2 | 50.4 | – | 50.4
Derivative financial instruments | 129.6 | – | 129.6 | 140.6 | – | 140.6
Investment funds* | 11.8 | 28.9 | 40.7 | 11.4 | 28.1 | 39.5
Insurance contract* | – | 81.5 | 81.5 | – | 89.1 | 89.1
Fair value of plan assets | 185.8 | 110.4 | 296.2 | 203.8 | 117.2 | 321.0

* Where a plan asset has been classified as unquoted, this is where a quoted market price in an active market is not available at the financial year end.
The primary UK Scheme has Liability Driven Investment (‘LDI’) for 75% (2024: 78%) of the UK funds which aims to hedge 100% (relative to assets)
of the interest rate and inflation risk in the scheme . The hedging strategy is designed to reduce the schemes’ exposure to changes in interest
rates and inflation expectations, therefore, reducing funding level risk and volatility. The Trustees review investment strategy regularly. There is no
LDI for the Irish Scheme (2024: nil).
The hedging on the UK schemes is provided via pooled fund manager funds which have specified limits on leverage.
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Greencore Annual Report and Financial Statements 2025
24. Retirement benefit obligations continued
Maturity analysis
The expected maturity analysis is set out in the table below:

| UK Schemes | Irish Schemes | Total % of
| % of benefits | % of benefits | benefits
Expected benefit payments: |  |  |
Within 5 years | 12% | 28% | 18%
Between 6 and 10 years | 14% | 23% | 17%
Between 11 and 15 years | 15% | 17% | 16%
Between 16 and 20 years | 14% | 12% | 13%
Between 21 and 25 years | 13% | 8% | 11%
Over 25 years | 32% | 12% | 25%

The weighted average duration of the UK and Irish legacy defined benefit obligations are 12 years (2024: 13 years) and 9 years (2024: 10 years)
respectively.
Pension funding partnership
In 2013, the Group entered into arrangements with the Greencore UK Legacy Defined Benefit Scheme (‘the UK Scheme’) to address £40.0m
of the actuarial deficit in the UK Scheme. The substance of this arrangement is to reduce the cash funding which would otherwise be required
based on the latest actuarial valuation, whilst improving the security of the UK Scheme members’ benefits.
On 10 May 2013, the Group made a contribution to the UK Scheme of £32.8m. On the same day, the UK Scheme’s Trustees invested £32.8m
in Greencore Convenience Foods Limited Partnership (‘SLP’) as a limited partner. SLP was established by Greencore Prepared Meals Limited,
a wholly owned subsidiary of the Group, to hold properties of the Group and loan notes issued by Greencore Convenience Foods I Limited
Liability Partnership (‘LLP’). LLP was established by SLP and holds certain trade receivables of the Group. As at 26 September 2025, SLP held
properties with a carrying value of £14.2m (2024: £14.4m) and trade receivables with a carrying value of £36.0m (2024: £36.0m) in the Group
Financial Statements. The properties are leased to other Group undertakings. As a partner in the SLP, the UK Scheme is entitled to a semi-annual
share of the profits of SLP until 2029.
These partnerships are controlled by the Group, and as such, they are fully consolidated as wholly owned subsidiaries in accordance
with IFRS 10 Consolidated Financial Statements. Under IAS 19 Employee Benefits, the investment held by the UK Scheme in SLP, does not
represent a plan asset for the purposes of the Group’s financial statements. Accordingly, the Scheme’s deficit position presented in the Group
Financial Statements does not reflect the investment in SLP held by the UK Scheme. Distributions from SLP to the UK Scheme are treated as
contributions by employers in the Group Financial Statements on a cash basis.
25. Share capital

|  | 2025 | 2024
Authorised |  | £m | £m
1,000,000,000 | Ordinary Shares of £0.01 each | 10.0 | 10.0
500,000,000 | Deferred Shares of €0.01 each | 4.3 | 4.3
300,000,000 | Deferred Shares of €0.62 each | 160.1 | 160.1
1 Special Rights Preference Share of €1.26 (A) |  | – | –
|  | 174.4 | 174.4

|  | 2025 | 2024
Issued and fully paid |  | £m | £m
442,709,317 | (2024: 449,385,547) Ordinary Shares of £0.01 each | 4.4 | 4.5
1 Special Rights Preference Share of €1.26 (A) |  | – | –
|  | 4.4 | 4.5

| 2025 | 2024 | 2025 | 2024
Reconciliation of movements on Equity Share Capital | millions | millions | £m | £m
Share capital, at beginning of financial year | 449.4 | 483.5 | 4.5 | 4.8
Exercise of share options (B) | 1.5 | 0.7 | – | –
Share buy back and cancellation of shares (C) | (8.2) | (34.8) | (0.1) | (0.3)
Share capital, at end of financial year | 442.7 | 449.4 | 4.4 | 4.5

(A) There is one Special Share of €1.26 in the capital of the Company. The Articles of Association provide that the Special Share may be held only by, or transferred only to, the Minister for
Agriculture, Food and the Marine or some other person appointed by the Minister. In 2011, many of the rights attaching to the Special Share were abolished.
(B) 1,504,471 shares (2024: 725,468 ) issued at a nominal value of £0.015m (2024: £0.007m) under the ShareSave Scheme. See Note 6.
(C) 7,935,701 Ordinary Shares in the Company were repurchased in the current year and immediately cancelled (2024: 34,793,763). 245,000 Ordinary Shares had been repurchased in the
previous financial year and cancelled in FY25, therefore the total amount of repurchased shares that were cancelled in the current year was 8,180,701. The shares repurchased in the current
year, which had a nominal value £0.082m (2024: £0.348m), were purchased for £15.6m (2024: £49.4m), of which £5.6m had been transferred to a broker in the prior financial year but had
not been transacted .
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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185
Greencore Annual Report and Financial Statements 2025
All shares, with the exception of the Special Rights Preference Share, carry equal voting rights and rank for dividends to the extent to which the
total amount payable in each share is paid up.
Prior consent of the holder of the Special Share is required in the event that there is a proposal for the voluntary winding up or dissolution of the
Company or if there is any proposed sale, transfer or disposal of the Company’s subsidiary, Irish Sugar Designated Activity Company. The holder
of the Special Share is only entitled to a repayment of the capital paid up on the Special Share (€1.26) and has no further right to participate in the
profits of the Company or any entitlement to dividend.
Own Share Reserve:

| Number of shares |  | Nominal value of share |  | Total Own Share Reserve |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
| Number | Number | £ | £ | £m | £m
At beginning of financial year | 9,460,555 | 7,025,127 | 0.095 | 0.071 | 10.6 | 6.4
Shares acquired by Employee Benefit Trust | 4,163,788 | 4,152,708 | 0.042 | 0.041 | 9.8 | 5.5
Transferred to beneficiaries of the share scheme | (2,877,974) | (1,717,280) | (0.029) | (0.017) | (2.4) | (1.3)
At end of financial year | 10,746,369 | 9,460,555 | 0.108 | 0.095 | 18.0 | 10.6

At 26 September 2025, 2.4% of share capital is held in this reserve (27 September 2024: 2.1%).
26. Working capital movement
The following represents the Group’s working capital movement:

| 2025 | 2024
| £m | £m
Inventories | (1.6) | 6.5
Trade and other receivables | (44.9) | 1.5
Trade and other payables | 74.1 | (16.0)
| 27.6 | (8.0)

27. Capital expenditure commitments
The table below includes the capital commitments for the Group as at 26 September 2025 and 27 September 2024:

| 2025 | 2024
| £m | £m
Capital expenditure that has been contracted but not been provided for | 8.4 | 9.9
Capital expenditure that has been authorised by the Directors but not yet contracted | 3.7 | 6.1
| 12.1 | 16.0

At 26 September 2025, £0.4m (2024: £5.5m) of total capital commitments relate to projects with a sustainability and climate-related benefit.
28. Contingencies
The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course of
business of the Company and other Group undertakings. The Company treats these guarantee contracts as contingent liabilities until such time
as it becomes probable that a payment will be required under such guarantees. Expected credit loss allowance in relation to these guarantees is
not material.
Pursuant to the provisions of Section 357 of the Companies Act 2014, the Company has guaranteed the commitments of the following Irish
subsidiaries and, as a result, these companies will be exempted from the filing provisions of Sections 347 and 348 of the Companies Act 2014:
Greencore Advances Designated Activity Company, Greencore Developments Designated Activity Company, Greencore Eastwood Limited,
Greencore Finance Designated Activity Company, Greencore Group Pension Trustee Designated Activity Company, Greencore Holdings Ireland
Limited, Greencore Holdings Designated Activity Company, Greencore Northwood (Ireland) Limited, Irish Sugar Designated Activity Company
and Strawhall Avenue Property Management Company Limited by Guarantee.
Greencore Group plc have two letters of credit (‘LoCs’) in place to satisfy our insurers’ collateral requirements for Employer’s Liability and Motor
self-insured programs for an amount of £4.2m (2024: £4.9m). The insurers are responsible for paying out where a claim occurs but recover
amounts quarterly from the Group. The LoCs will reduce the insurers’ credit exposure during the period between the claim payout, if any, and
subsequent recovery from the Group.
During the financial year, the Company announced the recommended acquisition of Bakkavor Group plc. As part of this transaction, the Group
will be required to pay consultancy fees of approximately £20m upon completion of the acquisition. Accordingly, as at 26 September 2025, this
commitment is a contingent liability and provision may not be made for the fees until the acquisition is completed, when the contingent liability
becomes probable the related costs will be recognised within Exceptional Items.
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Greencore Annual Report and Financial Statements 2025
29. Related party disclosures
The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain
to the existence of subsidiaries and transactions with these entities entered into by the Group, as well as the identification and compensation
of key management personnel, as addressed in greater detail below.
Subsidiaries
The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its
subsidiaries. A listing of the principal subsidiaries is provided in Note 30 of the Group Financial Statements.
Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries, are eliminated in the preparation
of the Group Financial Statements in accordance with IFRS 10 Consolidated Financial Statements.
Key management personnel
For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term ‘Key Management Personnel’ (i.e. those persons
having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the Board of Directors
which manages the business and affairs of the Group.
Key management personnel compensation was as follows:

| 2025 | 2024
| £m | £m
Salaries and other short-term employee benefits | 2.3 | 2.1
Post-employment benefits-defined contribution costs | 0.1 | 0.1
Share-based payments* | 1.0 | 0.8
| 3.4 | 3.0

* This is the Income Statement charge for the year which represents the fair value of the share-based payments, relating to Executive Directors. Details of the Group’s share-based payments and the
basis of calculation are set out in Note 6. This differs from the amount included in the single total figure for remuneration included in the Directors’ Report which is not an IFRS metric .
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
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187
Greencore Annual Report and Financial Statements 2025
30. Principal subsidiary undertakings

Name of undertaking | Nature of business | Percentage share | Registered office
Greencore Advances Designated Activity Company (A)(C) | Finance Company | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Beechwood Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Convenience Foods Limited Partnership (B)(D) | Pension Funding | 100 | 1 George Square, Glasgow,
|  |  | United Kingdom, G2 1AL
Greencore Convenience Foods I LLP (B)(D) | Pension Funding | 100 | Greencore Manton Wood
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Developments Designated Activity Company (A)(C) Property Company |  | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Finance Designated Activity Company (A)(C) | Finance Company | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Foods Limited (A)(D) | Holding and Management | 100 | Greencore Manton Wood,
| Services Company |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Food to Go Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Funding Limited (A)(E) | Finance Company | 100 | IFC 5, St. Helier, Jersey JE1 1ST
Greencore Grocery Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Prepared Meals Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore UK Holdings Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Hazlewood Foods Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood,
|  |  | Enterprise Park, Worksop S80 2RS
Irish Sugar Designated Activity Company (A)(C) | General Trading Company | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland

(A) These companies are all ultimately held 100% by Greencore Group plc. Each of the shares held are Ordinary Shares.
(B) These companies are partnerships and the interests held represents interests in member capital.
(C) These companies are registered in Ireland and are availing of the exemption as set out in s.357 of the Companies Act 2014.
(D) These companies are registered in the UK.
(E) This company is registered in Jersey.
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Greencore Annual Report and Financial Statements 2025
31. Subsequent events
On 15 May 2025, the Boards of Greencore Group plc and Bakkavor Group plc announced that they had agreed the terms of a recommended
acquisition of Bakkavor Group plc (‘Bakkavor’). Approval for the transaction was received from both Greencore and Bakkavor shareholders in July 2025.
In October 2025, the Competition and Markets Authority (CMA) concluded its Phase 1 review into the transaction and identified no competition
concerns related to 99% of the revenues of the combined Group. They identified competition concerns in the supply of own-label chilled sauces.
On 14 November 2025, Greencore signed a binding agreement to sell its Bristol chilled soups and sauces manufacturing site to a third party to
address the concerns raised by the CMA. The disposal is subject to formal CMA approval and represents a further step towards completion of the
acquisition of Bakkavor Group plc. The Group continues to expect the acquisition to close in early 2026, subject to regulatory approval.
Greencore has agreed to acquire Bakkavor through a cash and share offer valued at £1.2 billion. On completion, Bakkavor Shareholders will be
entitled to receive, in respect of each Bakkavor share held by them: 0.604 Greencore shares and 85 pence in cash, with potential for further value
if there is a sale of Bakkavor’s US business. Details of expenses incurred and committed in connection with the transaction are set out in Note 7
Exceptional items and Note 28 Contingencies.
Furthermore, the Directors are proposing a final dividend for the financial year ended 26 September 2025 of 2.6 pence per ordinary share.
Additionally, subsequent to the year end, a one-year extension of the Group’s £350m RCF debt facility was agreed, extending the maturity date
to November 2030.
32. Board approval
The Group Financial Statements, together with the Company Financial Statements, for the financial year ended 26 September 2025 were
approved by the Board of Directors and authorised for issue on 17 November 2025.
Notes to the Group Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
189
Greencore Annual Report and Financial Statements 2025
Company Statement of Financial Position
at 26 September 2025
Notes
2025
£m
2024
£m
ASSETS
Non-current assets
Intangible assets 0.1 0.1
Property, plant and equipment 2 1.0 1.1
Right-of-use assets 3 2.0 2.3
Financial assets 4 763.8 765.1
Deferred tax asset 5 1.7 1.3
Total non-current assets 768.6 769.9
Current assets
Trade and other receivables 6 4.7 3.8
Cash and cash equivalents 0.3 4.7
Total current assets 5.0 8.5
Total assets 773.6 778.4
EQUITY
Capital and reserves
Share capital 9 4.4 4.5
Share premium 91.8 90.5
Undenominated capital reserve 121.3 121.2
Other reserves (6.9) (3.1)
Retained earnings 117.7 79.7
Total equity 328.3 292.8
LIABILITIES
Non-current liabilities
Lease liabilities 3 2.1 2.0
Provisions 7 1.3 1.3
Total non-current liabilities 3.4 3.3
Current liabilities
Bank overdraft 6.6 –
Lease liabilities 3 0.2 0.4
Trade and other payables 8 432.6 481.0
Provisions 7 2.5 0.9
Total current liabilities 441.9 482.3
Total liabilities 445.3 485.6
Total equity and liabilities 773.6 778.4
Company only profit for the year was £56.3m (2024: £14.3m profit).
Leslie Van De Walle Catherine Gubbins
Director Director
190
Greencore Annual Report and Financial Statements 2025
Share
capital
£m
Share
premium
£m
Undenominated
capital
reserve
(D)
£m
Share-
based
payment
reserve
(E)
£m
Own share
reserve
(F)
£m
Retained
earnings
£m
Total equity
£m
At 27 September 2024 4.5 90.5 121.2 7.5 (10.6) 79.7 292.8
Total comprehensive income for the financial year
Profit for the financial year – – – – – 56.3 56.3
Total comprehensive income for the financial year – – – – – 56.3 56.3
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense – – – 5.8 – – 5.8
Tax on employee share-based payments – – – – – 0.8 0.8
Exercise, forfeit or lapse of share-based payments – 1.3 – (2.2) – 2.2 1.3
Shares acquired by Employee Benefit Trust
(A)
– – – – (9.8) – (9.8)
Transfer to retained earnings on grant of shares to
beneficiaries of the Employee Benefit Trust
(B)
– – – – 2.4 (2.4) –
Dividends paid (8.9) (8.9)
Capital return via share buyback
(C)
(0.1) – 0.1 – – (10.0) (10.0)
Total transactions with equity holders of the
Company (0.1) 1.3 0.1 3.6 (7.4) (18.3) (20.8)
At 26 September 2025 4.4 91.8 121.3 11.1 (18.0) 117.7 328.3
Share
capital
£m
Share
premium
£m
Undenominated
capital
reserve
(D)
£m
Share-based
payment
reserve
(E)
£m
Own share
reserve
(F)
£m
Retained
Earnings
£m
Total equity
£m
At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0
Total comprehensive income for the financial year
Profit for the financial year – – – – – 14.3 14.3
Total comprehensive income for the financial year – – – – – 14.3 14.3
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense – – – 5.7 – – 5.7
Tax on share-based payments – – – – – 0.5 0.5
Exercise, forfeit or lapse of share-based payments 0.8 – (2.3) – 2.3 0.8
Shares acquired by Employee Benefit Trust
(A)
– – – – (5.5) – (5.5)
Transfer to retained earnings on grant of shares to
beneficiaries of the Employee Benefit Trust
(B)
– – – – 1.3 (1.3) –
Capital return via share buyback
(C)
(0.3) – 0.3 – – (55.0) (55.0)
Total transactions with equity holders of the
Company (0.3) 0.8 0.3 3.4 (4.2) (53.5) (53.5)
At 27 September 2024 4.5 90.5 121.2 7.5 (10.6) 79.7 292.8
(A) Pursuant to the terms of the Employee Benefit Trust 4,163,788 shares (2024: 4,152,708) were purchased during the financial year ended 26 September 2025 for a cash cost of £9.8m
(2024: £5.5m). Further details are set out in Note 25 to the Group Financial Statements.
(B) During the financial year 2,877,974 (2024: 1,717,280) shares with a nominal value at the date of transfer of £0.029m (2024: £0.017m) and a cost of £2.4m (2024: £1.3m) were transferred
to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restrictive Share Plan. Further details are set out in Note 25 of the Group Financial Statements.
(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 7,935,701 Ordinary Shares (2024: 34,793,763) as part of the share buyback programme.
245,000 Ordinary Shares had been repurchased in the previous financial year and cancelled in FY25. Further details are set out in Note 25.
(D) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of Greencore
Group plc on conversion to the euro.
(E) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave Scheme, the
Employee Share Incentive Plan and the Restricted Share Plan. Further information in relation to these share-based payments schemes is set out in Note 6 to the Group Financial Statements.
(F) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s employee
share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6 of the Group
Financial Statements.
Company Statement of Changes in Equity
financial year ended 26 September 2025
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191
Greencore Annual Report and Financial Statements 2025
1. Company only statement of accounting policies
Basis of preparation
The Company only Financial Statements of Greencore Group plc (‘the Company’) were prepared under the historical cost convention,
in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In preparing these Financial Statements,
the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards endorsed
by the EU but makes amendments where necessary in order to comply with the Companies Act 2014 and FRS 101 and has set out below
where advantage of the FRS 101 disclosure exemptions has been taken.
In these Company Financial Statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• A Cash Flow Statement and related notes;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• The application of new but not yet effective IFRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
As the Consolidated Financial Statements of the Group are prepared in accordance with IFRS as endorsed by the EU and include the equivalent
disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
• Certain disclosures required by IFRS 2 Share Based Payments;
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instruments: Disclosures;
• Certain disclosures required by IFRS 16 Leases; and
• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12.
The material accounting policy information set out below has, unless otherwise stated, been applied consistently to all periods presented in
these Financial Statements. The Company applies consistent accounting policies for measurement and recognition purposes under FRS 101 to
those applied by the Group. To the extent that an accounting policy is relevant to both the Group and the Company Financial Statements, please
refer to the Group Financial Statements for disclosure of the relevant accounting policy. The Company Financial Statements have been prepared
in sterling and are rounded to the nearest million.
Significant accounting judgements
Interest in subsidiary undertakings
The Company considered the assumptions made in determining whether there is an impairment in the interest in subsidiary undertakings to be
its significant accounting judgement. The reason it has been identified as a significant judgement is because the inputs into the assessment are
subjective, with assumptions made regarding long-term growth rate, discount rate, etc. In addition, the Company’s subsidiaries have different
activities, including acting as holding companies and financing companies, and therefore the prospects of the subsidiaries are also considered by
management when undertaking the impairment assessment. The Company compares the carrying value of the investment with its recoverable
amount, with the recoverable amount being the higher of the investment’s fair value less costs to sell and its value in use (‘VIU’).
A VIU is calculated as the present value of expected future cash flows from the Cash Generating Unit (‘CGU’) as set out in the Group goodwill
impairment testing in Note 12 to the Group Financial Statements. This VIU of the CGU forms the basis of the calculation of the VIU for each
subsidiary. This is compared to the carrying value of the subsidiary to consider whether an impairment is required.
Applying this method, the Company has recognised an impairment of £1.3m in the financial year (2024: £Nil).
Going concern
Notwithstanding the fact that the Company is in a net current liability position of £436.9m (FY24: £473.8m), the Directors, after making enquiries
and considering the scenario analysis that was performed as part of the Group’s going concern assessment, have a reasonable expectation that
the Company has adequate resources to continue operating as a going concern for the foreseeable future, being a period of 24-months from
the year-end date. The Company’s funding facilities are managed centrally by the Group and the Directors have taken steps to ensure adequate
liquidity is available to the Company from future cashflows generated by the Company and Group. The Directors are satisfied that financing
could be obtained from other Greencore Group companies if required. As the Company participates in Group funding arrangements with the
Group’s external bankers and as part of these arrangements, the Company, along with other members of the Greencore Group, has provided
guarantees in relation to the payment of borrowings of the Group from several banks, the performance of Greencore Group is also important in
determining the appropriateness of the going concern of the Company. Accordingly, the Financial Statements of the Company are prepared on
a going concern basis.
Profit or loss
The profit attributable to equity shareholders dealt with in the Company Financial Statements was £56.3m (2024: profit of £14.3m).
In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual Income
Statement to the Annual General Meeting and from filing it with the Registrar of Companies.
Notes to the Company Financial Statements
financial year ended 26 September 2025
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Greencore Annual Report and Financial Statements 2025
1. Company only statement of accounting policies continued
Financial assets
Investments in subsidiaries are held at cost less impairment. The Company assesses investments for impairment whenever events or changes
in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the
Company makes an estimate of its recoverable amount. When the carrying amount of an investment exceeds its recoverable amount, the
investment is considered impaired and is written down to its recoverable amount.
Trade and other receivables
Trade and other receivables, which primarily comprise intercompany receivables, are initially recognised at their transaction value and
subsequently carried at amortised cost, net of allowance for expected credit loss (‘ECL’).
The Company’s intercompany receivables at 26 September 2025 amounted to £0.4m (2024: £1.0m). There is no material ECL in respect
of intercompany receivables as at 26 September 2025 or 27 September 2024.
Trade and other payables
Trade and other payables are initially recorded at their fair value and subsequently carried at amortised cost.
Intra-group guarantees
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer
of an asset, are measured subsequently at the higher of:
• the amount of the loss allowance determined in accordance with IFRS 9.
• the amount recognised initially less, where appropriate, cumulative amortisation recognised.
There is no material loss expected in respect of intra-group guarantees as at 26 September 2025 or 27 September 2024.
2. Property, plant and equipment
Fixtures &
Fittings
£m
Total
£m
At 27 September 2024 1.1 1.1
Depreciation (0.1) (0.1)
At 26 September 2025 1.0 1.0
Cost 1.2 1.2
Accumulated depreciation (0.2) (0.2)
1.0 1.0
There are £Nil (2024: £Nil) restrictions on title, and property, plant and equipment pledged as security for liabilities.
3. Leases
The movement in the Company’s right-of-use assets during the financial year is as follows:
Land &
Buildings
£m
Total
£m
At 27 September 2024 2.3 2.3
Depreciation (0.3) (0.3)
At 26 September 2025 2.0 2.0
The movement in the Company’s lease liabilities during the financial year is as follows:
2025
£m
2024
£m
At beginning of financial year (2.4) (0.2)
Additions – (2.3)
Payments for lease liabilities 0.1 0.1
Payments for lease interest 0.1 0.1
Lease interest charge (0.1) (0.1)
At end of financial year (2.3) (2.4)
Notes to the Company Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
193
Greencore Annual Report and Financial Statements 2025
An analysis of the maturity profile of the discounted lease liabilities arising from the Company’s leasing activities is as follows;
2025
£m
2024
£m
Within one year (0.2) (0.4)
Between one and five years (1.0) (1.0)
Over five years (1.1) (1.0)
Total (2.3) (2.4)
4. Financial assets
2025
£m
2024
£m
Interest in subsidiary undertakings
At beginning of financial year 765.1 765.1
Impairment loss (1.3) –
At 26 September 2025 763.8 765.1
At 26 September 2025, the recoverable value of investment in subsidiaries was assessed for impairment in line with the requirements of IAS 36
Impairment of Assets.
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. If an indicator of
impairment exists, The recoverable value of the interest in subsidiary undertakings is determined based on a Value in Use (‘VIU’) calculation using
cash flow projections, long-term growth rate and discount rates as set out below:
(I) Cash flow projections
The cash flow projections are based on the Group’s FY26 budget, which has been approved by the Board, and a four-year strategic plan,
which specifically excludes incremental profits and other cash flows stemming from any potential future acquisitions or future operational
restructuring. The cash flows involved estimation to determine the appropriate level of expected cash flows over the five-year forecast period
and these were subject to review and validation at a number of levels of governance.
(ii) Long-term growth rate
A long-term growth rate of 2% has been used in extrapolating the cash flows beyond the budget and strategic plan period to perpetuity.
(iii) Discount rate
The discount rate applied is based on the pre-tax weighted average cost of capital for the Group, calculated using the Capital Asset Pricing
Model adjusted where necessary to take account the risks within an individual subsidiary.
The Company recognised an impairment loss of £1.3m (2024: £Nil).
The principal holding subsidiaries directly held by the Company are Greencore Holdings Designated Activity Company (100% ownership of
which 74% is held directly by the Company and 26% indirectly in Ordinary Shares) and Greencore Holdings (Ireland) Limited (100% ownership
of Ordinary Shares) which are all incorporated in Ireland. Irish Sugar Designated Activity Company, incorporated in Ireland, is the Company’s
principal general trading subsidiary in Ireland and the Company holds 100% ownership of Ordinary Shares.
5. Deferred tax asset
2025
£m
2024
£m
Deferred tax asset
At the beginning of the financial year 1.3 –
Income Statement (charge)/credit (0.4) 0.8
Tax recorded in equity 0.8 0.5
1.7 1.3
The deferred tax asset is provided at 12.5% (2024: 12.5%) and relates largely to future tax deductions for short-term timing differences of £0.5m
(2024: £0.4m) shared-based payments £1.2m (2024: £0.7m) and trading losses of £0.0m (2024: £0.2m).
194
Greencore Annual Report and Financial Statements 2025
6. Trade and other receivables
2025
£m
2024
£m
Amounts falling due within one year
Amounts owed by subsidiary undertakings* 0.4 1.0
Other debtors 2.2 2.6
Prepayments and accrued income 2.1 0.2
4.7 3.8
* Amounts due from subsidiary undertakings are classified as current and are repayable on demand.
7. Provisions
Leases
£m
Other
£m
Total
£m
At 27 September 2024 0.2 2.0 2.2
Provided in financial year – 1.8 1.8
Utilised in the financial year – – –
Released in financial year – (0.2) (0.2)
At 26 September 2025 0.2 3.6 3.8
Analysed as:
2025
£m
2024
£m
Non-current liabilities 1.3 1.3
Current liabilities 2.5 0.9
3.8 2.2
Lease provisions consist of provisions for leasehold dilapidations, relating to the estimated cost of reinstating the premises to their original
condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated this will be paid within nine years.
Other provisions consist of potential litigation and warranty claims, which are expected to unwind in one to five years.
8. Trade and other payables
2025
£m
2024
£m
Amounts falling due within one year
Amounts owed to subsidiary undertakings* 412.7 467.6
Trade and other creditors 1.4 0.7
Corporation tax payable 0.5 0.4
Accruals 18.0 12.3
432.6 481.0
* Amounts due to subsidiary undertakings are classified as current and are repayable on demand.
9. Share capital
Details in respect of called-up share capital are presented in Note 25 of the Group Financial Statements.
10. Employee benefits
The Company operates a defined contribution pension scheme. The Company also participates in a legacy defined benefit pension scheme
operated by a subsidiary company, Irish Sugar DAC, which was closed to future accrual on 31 December 2009. See Note 24 to the Group
Financial Statements for further information.
Defined benefit pension scheme
A fellow Group company, Irish Sugar DAC, operates a funded defined benefit pension scheme for its employees, including certain employees
of the Company. The scheme assets are held in separate Trustee administered funds.
This scheme had a net surplus at 26 September 2025 of £10.4m (2024: £15.3m) as measured on a IAS 19 Employee Benefits basis. The contribution
for the financial year was £Nil (2024: £Nil). At year end, £Nil (2024: £Nil) was included in other accruals in respect of amounts owed to the scheme.
A full actuarial valuation was carried out at 31 March 2022.
Disclosures in relation to this and all other Group legacy defined benefit pension schemes are given in Note 24 to the Group Financial Statements.
Notes to the Company Financial Statements continued
financial year ended 26 September 2025
Strategic Report Directors’ Report Financial Statements
195
Greencore Annual Report and Financial Statements 2025
Defined contribution pension scheme
The Company also contributes to a defined contribution scheme for its employees. At year end, £Nil (2024: £Nil) was included in other accruals
in respect of amounts owed to the scheme.
Headcount
The average number of persons employed by the Company (excluding Non-Executive Directors) was 25 (2024: 25) and the staff costs for the
year for those employees were:
Staff costs
2025
£m
2024
£m
Wages and salaries 6.5 5.4
Social insurance costs 0.8 0.6
Employee share-based payment expense 1.7 1.3
Pension costs-defined contribution plans 0.2 0.2
9.2 7.5
No employee costs were capitalised in the year (2024: £Nil)
11. Share-based payments
The Company grants share awards and options under various share option plans as detailed in the Directors’ Report and Note 6 to the Group
Financial Statements. A charge of £1.7m (2024: £1.3m) was recognised in the Income Statement of the Company in respect of the employees
of the Company. All disclosures relating to the plans are given in Note 6 to the Group Financial Statements.
12. Guarantees and commitments
Pursuant to the provisions of Section 357 of the Companies Act 2014, the Company has guaranteed the commitments of the following Irish
subsidiaries and, as a result, these companies will be exempted from the filing provisions of Sections 347 and 348 of the Companies Act 2014:
Greencore Advances Designated Activity Company, Greencore Developments Designated Activity Company, Greencore Eastwood Limited,
Greencore Finance Designated Activity Company, Greencore Group Pension Trustee Designated Activity Company, Greencore Holdings Ireland
Limited, Greencore Holdings Designated Activity Company, Greencore Northwood (Ireland) Limited, Irish Sugar Designated Activity Company
and Strawhall Avenue Property Management Company Limited by Guarantee.
The Company has guaranteed the indebtedness of other companies within the Group, the Company accounts for these at fair value. Financial
guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer of an
asset, are measured subsequently at the higher of:
• the amount of the loss allowance determined in accordance with IFRS 9.
• the amount recognised initially less, where appropriate, cumulative amortisation recognised.
There is no material loss expected in respect of intra-group guarantees as at 26 September 2025 or 27 September 2024.
During the financial year, the Company announced the recommended acquisition of Bakkavor Group plc. As part of this transaction, the
Company will be required to pay consultancy fees of approximately £20m upon completion of the acquisition. Accordingly, as at 26 September
2025, this commitment is a contingent liability and provision may not be made for the fees until the acquisition is completed, when the
contingent liability becomes probable the related costs will be recognised within Exceptional Items.
13. Statutory information
Directors’ remuneration is disclosed in Note 4 of the Group Financial Statements.
Auditor’s remuneration for the financial year was as follows:
2025
£’000
2024
£’000
Audit of the Company Financial Statements 50.0 50.0
Other assurance services 960.0 930.0
Other non-audit services 1,311.0 40.0
196
Greencore Annual Report and Financial Statements 2025
Alternative Performance Measures
The Group uses the following Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of the
Group as a whole: Pro Forma Revenue Growth, Adjusted EBITDA, Adjusted Operating Profit, Adjusted Operating Margin, Adjusted Profit Before
Tax (‘PBT’), Adjusted Earnings, Adjusted Earnings per Share (‘EPS’), Maintenance and Strategic Capital Expenditure, Free Cash Flow, Free Cash
Flow Conversion, Net Debt, Net Debt excluding lease liabilities and Return on Invested Capital (‘ROIC’).
The Group views these APMs as useful for providing historical information to help investors evaluate the performance of the underlying business
and are measures commonly used by certain investors and security analysts for evaluating the performance of the Group. In addition, the
Group uses certain APMs which reflect the underlying performance of the business on the basis that this provides a focus on the core business
performance of the Group. The APMs are not part of the IFRS Group Financial Statements and are accordingly not audited.
Changes to APMs in the financial year
The Group had previously utilised an additional revenue APM, Like-for-Like Revenue Growth, to complement the existing APM, Pro Forma
Revenue Growth. The Group had considered Like-for-Like Revenue Growth to provide a useful insight to the underlying performance of the
Group’s revenue performance in the prior financial year due to a proactive management of commercial returns, which resulted in the exit
of a number of sub-optimal contracts. The Group no longer utilises the Like-for-Like Revenue Growth APM as the impact of those revenue
adjustments has now stabilised.
Summarised below are the Group’s APMs for the financial years presented:
2025 2024
Pro Forma Revenue Growth 7.7% (1.4%)
Adjusted Operating Profit £125.7m £97.5m
Adjusted Operating Margin 6.5% 5.4%
Adjusted EBITDA £181.2m £153.7m
Adjusted Profit Before Tax £106.3m £75.5m
Adjusted Earnings £81.1m £58.4m
Adjusted Basic Earnings per Share 18.6p 12.7p
Strategic Capital Expenditure £13.8m £6.2m
Maintenance Capital Expenditure £29.6m £26.2m
Free Cash Flow £120.5m £70.1m
Free Cash Flow Conversion 66.5% 45.6%
Net Debt (£125.9m) (£193.0m)
Net Debt excluding lease liabilities (£70.1m) (£148.1m)
Return on Invested Capital 15.0% 11.5%
Pro Forma Revenue Growth
The Group uses Pro Forma Revenue Growth as a supplemental measure of its revenue performance. The Group views Pro Forma Revenue
Growth as providing a guide to underlying revenue performance and is calculated by adjusting Group revenue for the impact of acquisitions,
disposals, foreign currency, differences in trading period lengths and other non-recurring items in each reporting period.
Pro Forma Revenue Growth FY25 (%)
For the 2025 financial year Pro Forma Revenue Growth is equal to reported revenue as there were no adjusting events occurring in the current
or prior financial period.
2025
Group
Revenue
Reported revenue – % increase from FY24 to FY25 7.7%
Pro Forma Revenue Growth FY25 (%) 7.7%
The table below shows the Pro Forma Revenue split by food to go categories and other convenience categories.
2025
Food to go
categories
%
Other
convenience
categories
%
Reported revenue – % increase from FY24 to FY25 7.5% 8.3%
Pro Forma Revenue Growth FY25 (%) 7.5% 8.3%
Strategic Report Directors’ Report Financial Statements
197
Greencore Annual Report and Financial Statements 2025
Pro Forma Revenue Growth FY24 (%)
Pro Forma Revenue Growth adjusts Group revenue in FY23 to reflect the disposal of Trilby Trading Limited, which completed in September 2023.
2024
Group
Revenue
Reported revenue – % increase from FY23 to FY24 (5.6%)
Impact of disposals 4.2%
Pro Forma Revenue Growth FY24 (%) (1.4%)
The table below shows the Pro Forma Revenue split by food to go categories and other convenience categories.
2024
Food to go
categories
Other
convenience
categories
Reported revenue – % increase from FY23 to FY24 (0.6%) (14.9%)
Impact of disposals – 11.7%
Pro Forma Revenue Growth FY24 (%) (0.6%) (3.2%)
Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin
Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin are used by the Group to measure the underlying and ongoing
operating performance of the Group.
The Group calculates Adjusted Operating Profit as operating profit before amortisation of acquisition-related intangibles and exceptional items.
Adjusted EBITDA is calculated as Adjusted Operating Profit plus depreciation and amortisation of intangible assets. Adjusted Operating Margin
is calculated as Adjusted Operating Profit divided by Group revenue.
The following table sets forth a reconciliation from the Group’s profit for the financial year to Adjusted Operating Profit, Adjusted EBITDA and
Adjusted Operating Margin:
2025
£m
2024
£m
Profit for the financial year 57.6 46.3
Taxation
(A)
21.9 15.2
Exceptional items 23.1 10.2
Net finance costs
(B)
20.6 22.8
Amortisation of acquisition related intangibles 2.5 3.0
Adjusted Operating Profit 125.7 97.5
Depreciation and amortisation
(C)
55.5 56.2
Adjusted EBITDA 181.2 153.7
Adjusted Operating Margin (%) 6.5% 5.4%
(A) Includes tax credit on exceptional items of £2.5m (2024: £0.8m).
(B) Finance costs less finance income, excludes finance costs recognised within exceptional items of £1.0m (2024: £Nil)
(C) Excludes amortisation of acquisition related intangibles.
Adjusted Profit Before Tax (‘PBT’)
Adjusted PBT is used by the Group to measure overall performance before associated tax charge and other specific items.
The Group calculates Adjusted PBT as profit before taxation, excluding exceptional items, pension finance items, amortisation of acquisition-
related intangibles, foreign exchange (‘FX’) on inter-company and external balances, where hedge accounting is not applied, and the movement
in the fair value of derivative financial instruments.
198
Greencore Annual Report and Financial Statements 2025
Alternative Performance Measures continued
The following table sets out the calculation of Adjusted PBT:
2025
£m
2024
£m
Profit before taxation 79.5 61.5
Exceptional items 23.1 10.2
Pension finance items (Note 8) 0.7 1.0
Amortisation of acquisition related intangibles 2.5 3.0
FX and fair value movements
(A)
0.5 (0.2)
Adjusted Profit Before Tax 106.3 75.5
(A) Foreign exchange on inter-company and external balances where hedge accounting is not applied and the movement in the fair value of derivative financial instruments.
Adjusted Basic Earnings per Share (‘EPS’)
The Group uses Adjusted Earnings and Adjusted EPS as key measures of the overall underlying performance of the Group and returns generated
for each share.
Adjusted Earnings is calculated as profit attributable to equity holders (as shown on the Group Income Statement) adjusted to exclude
exceptional items (net of tax), the effect of foreign exchange (‘FX’) on inter-company and external balances where hedge accounting is not
applied, the movement in the fair value of all derivative financial instruments, the amortisation of acquisition related intangible assets (net of tax)
and the interest expense relating to legacy defined benefit pension liabilities (net of tax). Adjusted EPS is calculated by dividing Adjusted Earnings
by the weighted average number of Ordinary Shares in issue during the financial year (Note 10).
The following table sets forth a reconciliation of the Group’s profit attributable to equity holders of the Group to its Adjusted Earnings for the
financial years indicated:
2025
£m
2024
£m
Profit attributable to equity holders 57.6 46.3
Exceptional items (net of tax) 20.6 9.4
FX effect on inter-company and external balances where hedge accounting is not applied 0.9 0.3
Movement in fair value of derivative financial instruments (0.4) (0.5)
Amortisation of acquisition related intangible assets (net of tax) 1.9 2.2
Pension financing (net of tax) 0.5 0.7
Adjusted Earnings 81.1 58.4
2025
‘000
2024
‘000
Weighted average number of Ordinary Shares in issue during the financial year (Note 10) 435,136 459,839
Pence Pence
Adjusted Basic Earnings Per Share 18.6 12.7
Capital expenditure
Maintenance Capital Expenditure
The Group defines Maintenance Capital Expenditure as the expenditure required to maintain/replace existing assets with a high proportion
of expired useful life. This expenditure does not attract new customers or create the capacity for a bigger business. It enables the Group to
keep operating at current throughput rates but also keep pace with regulatory and environmental changes as well as complying with new
requirements from existing customers. This includes expenditure on sustainability related initiatives which replace existing assets.
Strategic Capital Expenditure
The Group defines Strategic Capital Expenditure as the expenditure required to facilitate growth and generate additional returns for the Group.
This is generally expansionary expenditure beyond what is necessary to maintain the Group’s current competitive position and enables the
Group to service new customers and/or contracts or to enter into new categories or manufacturing competencies including automation related
capital expenditure.
Strategic Report Directors’ Report Financial Statements
199
Greencore Annual Report and Financial Statements 2025
The following table sets forth the breakdown of the Group’s cash flows relating to the purchase of property, plant and equipment and purchase
of intangible assets between Strategic Capital Expenditure and Maintenance Capital Expenditure:
2025
£m
2024
£m
Purchase of property, plant and equipment 42.7 31.5
Purchase of intangible assets 0.7 0.9
Net cash outflow from capital expenditure 43.4 32.4
Strategic Capital Expenditure 13.8 6.2
Maintenance Capital Expenditure 29.6 26.2
Net cash outflow from capital expenditure 43.4 32.4
Free Cash Flow and Free Cash Flow Conversion
The Group uses Free Cash Flow to measure the amount of underlying cash generation and the cash available for distribution and allocation.
The Group calculates the Free Cash Flow as the net cash inflow from operating and investing activities before Strategic Capital Expenditure,
acquisition and disposal of undertakings and disposal of investment property.
The Group calculates Free Cash Flow Conversion as Free Cash Flow divided by Adjusted EBITDA.
The following table sets forth a reconciliation from the Group’s net cash inflow from operating activities and net cash outflow from investing
activities to Free Cash Flow Conversion:
2025
£m
2024
£m
Net cash inflow from operating activities 165.6 112.0
Net cash outflow from investing activities (43.4) (31.7)
Net cash inflow from operating and investing activities 122.2 80.3
Strategic Capital Expenditure 13.8 6.2
Repayment of lease liabilities (15.5) (15.7)
Disposal of investment property – (0.7)
Free Cash Flow 120.5 70.1
Adjusted EBITDA 181.2 153.7
Free Cash Flow Conversion 66.5% 45.6%
Net Debt and Net Debt excluding lease liabilities
Net Debt is used by the Group to measure overall cash generation of the Group and to identify cash available to reduce borrowings. Net Debt
comprises current and non-current borrowings less net cash and cash equivalents and bank overdrafts.
Net Debt excluding lease liabilities is a measure used by the Group to measure Net Debt excluding the impact of IFRS 16 Leases. Net Debt
excluding lease liabilities is used for the purpose of calculating leverage under the Group’s financing agreements.
The reconciliation of opening to closing Net Debt for the financial year ended 26 September 2025 is as follows:
At
27 September
2024
£m
Cash flow
£m
Translation and
non-cash
adjustments
£m
At
26 September
2025
£m
Cash and cash equivalents and bank overdrafts 14.4 36.7 – 51.1
Bank borrowings (132.6) 27.0 (0.7) (106.3)
Private Placement Notes (29.9) 14.8 0.2 (14.9)
Net Debt excluding lease liabilities (148.1) 78.5 (0.5) (70.1)
Lease liabilities (44.9) 16.8 (27.7) (55.8)
Net Debt (193.0) 95.3 (28.2) (125.9)
200
Greencore Annual Report and Financial Statements 2025
Alternative Performance Measures continued
The reconciliation of opening to closing Net Debt for the financial year ended 27 September 2024 is as follows:
At
29 September
2023
£m
Cash flow
£m
Translation and
non-cash
adjustments
£m
At
27 September
2024
£m
Cash and cash equivalents and bank overdrafts 32.8 (18.4) – 14.4
Bank borrowings (139.0) 7.7 (1.3) (132.6)
Private Placement Notes (47.8) 15.5 2.4 (29.9)
Net Debt excluding lease liabilities (154.0) 4.8 1.1 (148.1)
Lease liabilities (45.0) 17.1 (17.0) (44.9)
Net Debt (199.0) 21.9 (15.9) (193.0)
Return on Invested Capital (‘ROIC’)
The Group uses ROIC as a key measure to determine returns for the Group and as a key measure to determine potential new investments.
The Group uses invested capital as a basis for this calculation as it reflects the tangible and intangible assets the Group has added through its
capital investment programme, the intangible assets the Group has added through acquisition, as well as the working capital requirements
of the business. Invested capital is calculated as net assets (total assets less total liabilities) excluding Net Debt, the carrying value of derivative
financial instruments not designated as fair value hedges, and retirement benefit obligations (net of deferred tax assets). Average invested capital
is calculated by adding the invested capital from the opening and closing Statement of Financial Position and dividing by two.
The Group calculates ROIC as Net Adjusted Operating Profit After Tax (‘NOPAT’) divided by average invested capital. NOPAT is calculated as
Adjusted Operating Profit less tax at the effective rate in the Group Income Statement which is adjusted for the change in fair value of derivative
financial instruments and related debt instruments and exceptional items.
The following table sets out the calculation of NOPAT and invested capital used in the calculation of ROIC:
2025
£m
2024
£m
2023
£m
Adjusted Operating Profit 125.7 97.5 76.3
Taxation at the adjusted effective tax rate
(A)
(30.2) (21.5) (16.0)
Group NOPAT 95.5 76.0 60.3
2025
£m
2024
£m
2023
£m
Invested capital
Total assets 1,272.7 1,204.7 1,297.7
Total liabilities (780.7) (754.5) (837.9)
Net Debt 125.9 193.0 199.0
Derivative financial instruments not designated as fair value hedges 0.8 1.0 (4.6)
Retirement benefit obligation (net of deferred tax asset) 2.7 9.4 12.8
Invested capital for the Group
(B)
621.4 653.6 667.0
Average invested capital for ROIC calculation for Group 637.5 660.3 678.1
ROIC for the Group 15.0% 11.5% 8.9%
(A) The adjusted effective tax rates for the Group for the financial year ended 26 September 2025 and 27 September 2024 were 24% and 22%, respectively.
(B) The invested capital for the Group was £667.0m in 2023.
Corporate Information
Greencore Group plc (the ‘Group’, the ‘Company’ or ‘Greencore’) is an Irish incorporated company registered under number 170116.
Its Ordinary Shares are quoted on the London Stock Exchange (Symbol: GNC). Greencore has a Level 1 American Depositary Receipts
programme (Symbol: GNCGY).
Financial calendar
Annual General Meeting 29 January 2026
FY26 H1 Results Late May 2026
FY26 Financial Year End 25 September 2026
FY26 Full Year Results Early December 2026
Advisors and registered office
Group General Counsel
and Company Secretary
Damien Moynagh
Registered Office
4th Floor, Block Two
Dublin Airport Central
Dublin Airport
Swords
Dublin
K67 E2H3
Ireland
Auditor
Deloitte Ireland LLP
Earlsfort Terrace
Dublin 2
D02 AY28
Ireland
Registrar and
Transfer Office
Computershare Investor
Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Solicitors
Arthur Cox LLP
Ten Earlsfort Terrace
Dublin 2
D02 T380
Ireland
Eversheds Sutherland
Bridgewater Place
Water Lane
Leeds
LS11 5DR
United Kingdom
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
United Kingdom
Stockbrokers
Goodbody Stockbrokers
Ballsbridge Business Park
Ballsbridge
Dublin 4
D04 YW83
Ireland
Deutsche Numis
Deutsche Bank AG
45 Gresham Street
London
EC2V 7BF
United Kingdom
Shore Capital
Cassini House
57 St James’s Street
London
SW1A 1LD
United Kingdom
American Depositary Receipts
BNY Mellon
101 Barclay Street
22nd Floor – West
New York NY 10286
United States
Website
www.greencore.com
Follow Greencore on X
@GreencoreGroup
and on Instagram
@greencore_group
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Greencore Group plc
Fourth Floor, Block Two, Dublin Airport Central,
Dublin Airport, Co. Dublin, K67 E2H3, Ireland Tel: +353 (0)1 605 1000
Greencore Group plc – Annual Report and Financial Statements 2025