REG - Greencore Group PLC - FY25 Full Year Results Statement
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251118:nRSR8847Ha&default-theme=true
RNS Number : 8847H Greencore Group PLC 18 November 2025
FULL YEAR RESULTS STATEMENT
For the financial year ended 26 September 2025
18 November 2025
Strong FY25 performance with 29% growth in adjusted operating profit
Greencore Group plc ('Greencore' or the 'Group'), the FTSE 250 leading
manufacturer of convenience food in the UK, issues results for the 52-week
period ended 26 September 2025, reporting a strong performance across all key
financial measures. FY26 has started positively and the recommended
acquisition of Bakkavor Group plc is expected to complete in early 2026,
subject to regulatory approval.
SUMMARY FINANCIAL PERFORMANCE(1,2,3)
FY25 FY24 Change
£m £m
Group Revenue 1,947.0 1,807.1 +7.7%
Adjusted EBITDA 181.2 153.7 +17.9%
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 taxation 79.5 61.5 +29.3%
Basic EPS (pence) 13.2 10.1 +30.7%
Adjusted EPS (pence) 18.6 12.7 +46.5%
Total Proposed Dividend per Share (pence) 2.6 2.0 +30.0%
Group Exceptional Items (after tax) (20.6) (9.4) -£11.2m
Free Cash Flow 120.5 70.1 +£50.4m
Free Cash Flow Conversion 66.5% 45.6%
Net Debt (excluding lease liabilities) 70.1 148.1 -£78.0m
Net Debt: EBITDA as per financing agreements 0.4x 1.0x
Return on Invested Capital ("ROIC") 15.0% 11.5% +350bps
FINANCIAL HIGHLIGHTS(1,2)
· Strong performance across all key financial measures in FY25 and
progress against each medium-term financial target set at February 2025
Capital Markets Day
· Revenue increased 7.7% to £1,947.0m, driven by net new business wins
(2.9%), underlying volume growth and mix (2.8%) and inflation and pricing
impacts (2.0%)
· Adjusted Operating Profit increased by 28.9% and Adjusted Operating
Margin increased +110bps to 6.5%, supported by volume momentum and cost
management through the Group's excellence programmes
· Improved cash conversion to 66.5%, driven by improved working capital
management
· Improved balance sheet position with Net Debt (excluding leases) to
Adjusted EBITDA, as per financing agreements, reduced to 0.4x
· Return on Invested Capital ("ROIC") increased significantly by
+350bps to 15.0%, driven primarily by the increase in net adjusted operating
profit after tax
· Proposed FY25 dividend of 2.6 pence per share (FY24: 2.0 pence)
STRATEGIC AND OPERATIONAL HIGHLIGHTS(3,4)
· Overall manufactured volume growth of 2.5%, inclusive of new business
wins, and underlying volume growth of 1.1%, ahead of the wider grocery market
growth of 0.7%
· Outstanding operational service levels of 99%, which the Group
continues to deliver as it manages the complexity of daily fresh products
· Innovation continued to be an important contributor to growth, with
534 new products launched in FY25
· Continued delivery of productivity gains with the operational
excellence programme driving a productivity improvement of 4% on prior year,
alongside a continued investment in next generation automation
· Step up in investment in core business with capital investment
increasing to £43.4m, a 34% increase on prior year
· Progress against our Making Business Easier transformation programme,
with several initiatives enabling performance and improving process efficiency
___________________________________________________
__
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 are provided in the Appendix to
the Full Year Results Statement.
2. The financial year is the 52-week period ended 26 September 2025 with
comparatives for the 52-week period ended 27 September 2024.
3. Kantar grocery market performance for the 52-week period to 5(th) October
2025.
4. Productivity is measured by products units produced per labour hours
worked.
5. This statement is considered a profit forecast for the purposes of Rule 28
of the UK Takeover Code.
OUTLOOK
· Building on deep-customer partnerships, momentum going into FY26,
and the investments being made across the company, Greencore, as a stand-alone
business, is in a stronger position than ever before.
· Despite an uncertain UK economic environment and continued
inflationary pressures in protein and labour, Greencore continues to work hard
to mitigate these pressures as it has done in previous periods.
· Trading in early FY26 has started positively and we look forward
to another year of profitable growth for Greencore(5).
· The Group continues to progress its recommended acquisition of
Bakkavor Group plc. In October 2025, the Competition and Markets Authority
(CMA) concluded its Phase 1 review into the transaction and identified no
competition concerns related to c.99% of the revenues of the combined Group.
They identified competition concerns in the supply of own-label chilled
sauces. On 7 November 2025 the CMA accepted in principle the sale of
Greencore's Bristol chilled soups and sauces site as a proposed remedy in lieu
of a Phase 2 investigation.
· Greencore has signed a binding agreement to sell its Bristol site
to Compleat Food Group (Holdings) Limited. The disposal is subject to formal
CMA approval and represents a further step towards completion of the
acquisition, which the Group continues to expect to close in early 2026.
With the consent of Bakkavor Group plc, the UK Panel on Takeovers and Mergers
has confirmed that the foregoing statement in relation to FY26 Adjusted
Operating Profit (the "Profit Forecast") constitutes an ordinary course profit
forecast for the purposes of Note 2(b) to Rule 28.1 of the City Code on
Takeovers and Mergers (the "Takeover Code"), to which the requirements of Rule
28.1(c)(i) of the Takeover Code apply. The additional disclosures required by
the Takeover Code are set out in the Appendix to this announcement.
Dalton Philips, Greencore Chief Executive Officer, said
"Greencore delivered an outstanding performance in FY25, which is a credit to
our 13,300 colleagues and our partnership with customers and suppliers. We
reported strong growth against all key financial measures and have met our
medium-term ROIC target, established only nine months ago.
Momentum has continued into the new financial year and I'm excited for what's
to come in FY26, a year that also marks Greencore's 100th year in business. As
we celebrate that milestone, we will continue to invest into strengthening our
customer partnerships and managing our cost base closely.
The Bakkavor acquisition brings two great businesses together and creates real
value - for customers, consumers and our colleagues. We're already
collaborating closely with the Bakkavor team on integration planning and we
look forward to bringing the businesses together in early 2026."
Basis of preparation
The financial information included within this results statement is based on
the audited consolidated financial statements of Greencore Group plc. Details
of the basis of preparation can be found in Note 1 to the attached financial
information.
Forward‐looking statements
Certain statements made in this document are, or may be deemed to be,
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. The forward-looking
statements contained in this document include statements relating to the
financial condition, results of operations, business, viability and future
performance of the Group and certain of the Group's plans and objectives.
These forward-looking statements include all statements that do not relate
only to historical or current 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, but their absence does not mean
that a statement is not forward-looking.
By their nature, forward-looking statements are prospective and involve risk
and uncertainty because they relate to events and depend on circumstances that
may or may not occur in the future and reflect the Group's current
expectations and assumptions as to such future events and circumstances that
may not prove accurate. A number of material factors could cause actual
results and developments to differ materially from those expressed or implied
by forward-looking statements. There may be risks and uncertainties that the
Group is unable to predict at this time or that the Group currently does not
expect to have a material adverse effect on its business. You should not place
undue reliance on any forward-looking statements. These forward-looking
statements are made as of the date of this announcement. The Group expressly
disclaims any obligation to publicly update or review these forward-looking
statements, whether as a result of new information, future events or
otherwise, other than as required by law.
Presentation and Conference Call
A presentation of the results for analysts and institutional investors will
take place at 8.30am on 18 November 2025 at etc. Venues, 8 Fenchurch Place,
London EC3M 4PB. The presentation slides will be available on the Investor
Relations section on www.greencore.com.
This presentation can also be accessed live from the Investor Relations
section on www.greencore.com or alternatively via conference call.
Registration and dial in details are available at
www.greencore.com/investor-relations/
(http://www.greencore.com/investor-relations/)
For further information, please contact:
Dalton Philips Chief Executive Officer Tel: +353 (0) 1 605 1000
Catherine Gubbins Chief Financial Officer Tel: +353 (0) 1 605 1000
Colm Farrell Strategic Planning & IR Director Tel: +353 (0) 1 605 1000
Jonathan Neilan FTI Consulting Tel: +353 (0) 86 231 4135
Nick Hasell FTI Consulting Tel: +44 (0) 203 727 1340
About Greencore
We are a leading manufacturer of convenience food 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, and 200m bottles of cooking sauces, dips and table
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. We generated
revenues of £1.95bn in FY25 and employ c.13,300 people. We are headquartered
in Dublin, Ireland.
For further information go to www.greencore.com (http://www.greencore.com) or
follow Greencore on social media.
OPERATING REVIEW(1,2,3)
Trading Performance
FY25 FY24 Change
£m £m (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%
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 growth and mix
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
costs 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 Profit Margin.
Group Cash Flow
FY25 FY24 Change (as reported)
£m £m
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
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.
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 programs, 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%(3). 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.
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 starting to stand 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 has 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 Group
plc ('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. The Group
continues to expect the acquisition to close in early 2026, subject to
regulatory approval.
FINANCIAL REVIEW(1,2)
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,
the ongoing effectiveness of the Group's Operational and Commercial 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 Group plc.
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)
Acquisition 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 £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 recommended
acquisition of Bakkavor Group plc. 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.
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 Group plc, 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 is achieved.
Return of value to shareholders
After the reintroduction of Greencore's dividend last year, the Board is
pleased to confirm its intention to continue paying a progressive dividend,
given the strong financial performance of the Group. The proposed FY25
dividend is 2.6 pence per share, which will be paid subject to shareholder
approval at our annual general meeting.
Dalton Philips
Chief Executive Officer
GROUP INCOME STATEMENT
For financial year ended 26 September 2025
2025* 2024*
Notes Pre- exceptional Exceptional Total Pre- exceptional Exceptional Total
(Note 3)
(Note 3)
£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 (505.0) (22.1) (527.1) (500.9) (10.2) (511.1)
Impairment of trade receivables (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 (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 4 1.1 - 1.1 1.0 - 1.0
Finance costs 4 (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 (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) 57.6 55.7 (9.4) 46.3
Earnings per share (pence)
Basic earnings per share 5 13.2 10.1
Diluted earnings per share 5 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 STATEMENT OF COMPREHENSIVE INCOME
for financial year ended 26 September 2025
2025 2024
£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 (1.3) (4.7)
Deferred tax on Group legacy defined benefit pension schemes (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 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 57.6 46.3
Total comprehensive income for the financial year attributable to the equity 56.4 38.9
holders
GROUP STATEMENT OF FINANCIAL POSITION Notes 2025 2024
£m
£m
at 26 September 2025
ASSETS
Non-current assets
Goodwill and intangible assets 6 452.8 456.1
Property, plant and equipment 6 299.3 300.7
Right-of-use assets 54.4 41.4
Investment property 3.7 3.5
Retirement benefit assets 8 10.4 15.3
Derivative financial instruments - -
Deferred tax assets 24.7 30.2
Total non-current assets 845.3 847.2
Current assets
Inventories 68.0 66.4
Trade and other receivables 276.9 232.6
Cash at bank and in hand 81.8 57.3
Derivative financial instruments 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 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 7 56.3 147.6
Lease liabilities 39.2 31.3
Other payables 1.9 2.2
Derivative financial instruments 0.1 0.9
Provisions 8.6 6.8
Retirement benefit obligations 8 15.4 30.1
Deferred tax liabilities 28.5 27.5
Total non-current liabilities 150.0 246.4
Current liabilities
Borrowings 7 95.6 57.8
Trade and other payables 509.8 431.0
Lease liabilities 16.6 13.6
Derivative financial instruments 0.8 0.6
Provisions 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
GROUP STATEMENT OF CASH FLOWS
for the financial year ended 26 September 2025
Notes 2025 2024
£m
£m
Profit before taxation 79.5 61.5
Finance income 4 (1.1) (1.0)
Finance costs 4 21.7 23.8
Exceptional items 3 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 59.4 57.0
assets
Amortisation and impairment of intangible assets 4.0 5.9
Employee share-based payment expense 5.8 5.7
Contributions to Group legacy defined benefit pension scheme 8 (11.3) (11.5)
Working capital movement 27.6 (8.0)
Net cash inflow from operating activities before exceptional items, interest 208.7 143.6
and tax
Cash outflow related to exceptional items (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 - 0.7
Net cash outflow from investing activities (43.4) (31.7)
Cash flow from financing activities
Proceeds from issue of shares 1.3 0.8
Ordinary shares purchased - own shares (9.8) (5.5)
Capital return via share buyback (10.0) (55.0)
Repayment of bank borrowings (27.0) (105.0)
Drawdown of bank borrowings - 97.3
Repayment of Private Placement Notes (14.8) (15.5)
Settlement of swaps on maturity of Private Placement Notes (0.8) (0.1)
Repayment of lease liabilities (15.5) (15.7)
Dividends paid to equity holders of the Company (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 the financial 14.4 32.8
year
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* 51.1 14.4
* Cash and cash equivalents and bank overdrafts is made up of cash at bank and
in hand of £81.8m (2024:£57.3m) and bank overdrafts of £30.7m (2024:
£42.9m).
Notes to the financial information for the financial year ended 26 September
2025
1. Basis of preparation
The financial information presented in this full year results statement
represents financial information that has been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards (IFRS) and IFRS Interpretations Committee interpretations adopted by
the European Union (EU). The financial information does not include all the
information required for a complete set of financial statements prepared in
accordance with EU IFRS, however selected explanatory notes are included to
explain events and transactions that are significant to an understanding of
the changes in the Group's financial position and performance during the
financial year ended 26 September 2025.
The financial information is based on the information included in the audited
Consolidated Financial Statements of Greencore Group plc for the financial
year ended 26 September 2025 ('FY25 Annual Report'). Full details of the basis
of preparation of the Group Financial Statements for the financial year ended
26 September 2025 are included in Note 1 of the FY25 Annual Report.
The auditors have reported on the financial statements for the year ended 26
September 2025 and their report, which is contained within the FY25 Annual
Report, was unqualified. The FY25 Annual Report will be filed with the
Companies Registration Office. The financial information for the year ended 27
September 2024 represents an abbreviated version of the Group's statutory
financial statements on which an unqualified audit report was issued and which
is contained within the Group's Annual Report and Financial Statements for
year ended 27 September 2024 ('FY24 Annual Report'). The FY24 Annual Report
has been filed with the Companies Registration Office.
The financial information is presented in GBP, which is the functional
currency of the Company and presentation currency of the Group, rounded to the
nearest million.
Going Concern
The Directors, after making enquiries, 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
one-year extension of the Group's £350m RCF debt facility 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 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
forecasts 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 the
Bakkavor Group plc 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.
2. Segment Information
Convenience Foods is the Group's operating segment, which represents its
reporting segment. The segment incorporates convenience food including
sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled
soups and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire
Puddings.
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).
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.
2025 2024
£m
£m
Revenue for Convenience Foods
Food to go categories 1,337.8 1,244.6
Other convenience categories 609.2 562.5
Total revenue 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.
3. 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 (expense)/income (D) - (0.2)
Defined benefit pension schemes 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 (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 5 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 have efficiencies in the way the
entire group operates.
(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 4). The transaction is expected to complete 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.
4. Finance income and finance costs
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 (19.0) (21.5)
other financing costs
Interest on lease obligations (1.3) (1.4)
Net pension financing charge (0.7) (1.0)
Unwind of discount on liabilities (0.2) (0.1)
Change in fair value of derivatives and related debt adjustment 0.4 0.5
Foreign exchange on inter-company and external balances where hedge accounting (0.9) (0.3)
is not applied
Total finance costs before exceptional items (21.7) (23.8)
Finance costs relating to the recommended acquisition of Bakkavor Group plc (1.0) -
Total finance costs including exceptional items (22.7) (23.8)
5. Earnings per Ordinary Share
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 independent 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 independent 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).
Numerator for earnings per share calculations 2025 2024
£m
£m
Profit attributable to equity holders of the Company 57.6 46.3
Denominator for basic 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
Dilutive effect of share options 20,326 10,205
Weighted average number of Ordinary Shares for diluted earnings per share 455,462 470,044
2025 2024
pence
pence
Basic earnings per Ordinary Share 13.2 10.1
Diluted earnings per Ordinary Share 12.6 9.9
6. Impairment of goodwill, intangible assets and property, plant and equipment
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).
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 a replacement of
assets to align with the Group's net zero targets. The Group recognised an
impairment of £5.3m (2024: £3.1m) following such reviews being carried out.
7. Borrowings and cash and cash equivalents and bank overdrafts
2025 2024
£m £m
Bank overdrafts (30.7) (42.9)
Bank borrowings (106.3) (132.6)
Private placement notes (14.9) (29.9)
Total borrowings (151.9) (205.4)
Cash at bank and in hand 81.8 57.3
Total borrowings and cash and cash equivalents (70.1) (148.1)
Total borrowings and cash and cash equivalents is used by the Group for the
purpose of calculating leverage under the Group's financing agreements.
Bank Borrowings
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. 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.
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 early 2026, subject to
regulatory approval. At 26 September 2025, the loan facilities of £825.0m
remained undrawn.
The Group had £341.1m (2024: £279.4m) of undrawn committed bank facilities
in respect of which all conditions precedent had been met. Uncommitted
facilities undrawn at 26 September 2025 amounted to £5.0m (2024: £5.0m).
Private Placement Notes
The Group's outstanding 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 Private Placement Notes in
June 2025 (2024: $14.0m and £4.5m repaid in June 2024).
In December 2018, the Group entered into cross-currency swap arrangements for
the US$ 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.
8. Retirement Benefit Obligations
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'). These are all closed to future accrual. Scheme
assets are held in separate Trustee administered funds. The Group continues to
seek ways to reduce its liabilities through various restructuring initiatives
in co-operation with the respective board of Trustees for the schemes.
In consultation with the independent actuaries to the schemes, the valuation
of pension obligations has been updated to reflect current market discount
rates, rates of increase in salaries, pension payments and inflation, current
market values of investments and actual investment returns.
The Group's retirement benefit obligations moved from a net liability of
£14.8m at 27 September 2024 to a net liability of £5.0m at 26 September
2025. This reduction in the net liability position is mainly driven by
contributions paid by the Group of £12.4m (2024: £12.4m).
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.
The financial position of the schemes was as follows:
2025 2024
UK Irish schemes Total UK Irish schemes Total
£m
£m
£m
£m
schemes schemes
£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/(liability) 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 period end.
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.
9. Dividends Paid and Proposed
During FY25 £8.9m was paid in respect of the final dividend of 2.0 pence for
the financial year ended 27 September 2024.
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.
10. 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.
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.
11. Information
Copies of the Annual Report and Group Financial Statements are available for
download from the Group's website at www.greencore.com.
(http://www.greencore.com/)
The financial information contained in this announcement does not constitute
the full statutory financial statements of Greencore Group plc (the 'Company')
and is presented as an abbreviated version thereof.
APPENDIX: ALTERNATIVE PERFORMANCE MEASURES
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 during FY25
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.
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
Group 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
Other convenience categories
Food to go categories
Group revenue - % increase from FY24 to FY25 7.5% 8.3%
Pro Forma Revenue Growth FY25(%) 7.5% 8.3%
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
Group 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
Other convenience categories
Food to go categories
Group 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 2024
£m
£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.
((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.
The following table sets out the calculation of Adjusted PBT:
2025 2024
£m
£m
Profit before taxation 79.5 61.5
Exceptional items 23.1 10.2
Pension finance items 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 certain external
balances where hedge accounting is not applied and the movement in the fair
value of derivative financial instruments and related debt adjustments.
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, excluding Ordinary
Shares purchased by Greencore and held in trust in respect of the Annual Bonus
Plan, Performance Share Plan, Employee Share Incentive Plan and Restricted
Share Plan. Adjusted EPS described as an APM here is Adjusted Basic EPS.
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 2024
£m
£m
Profit attributable to equity holders 57.6 46.3
Exceptional items (net of tax) 20.6 9.4
FX on inter-company and external balances where hedge accounting is not 0.9 0.3
applied
Movement in fair value of derivative financial instruments and related debt (0.4) (0.5)
adjustment
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 2024
'000 '000
Weighted average number of ordinary shares in issue during the financial year 435,136 459,839
2025 2024
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.
The following table sets forth the breakdown of the Group's purchase of
property, plant and equipment and purchase of intangible assets between
Strategic Capital Expenditure and Maintenance Capital Expenditure:
2025 2024
£m
£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, disposal of investment property and adjusting for
dividends paid to non-controlling interests.
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 and Free Cash Flow Conversion:
2025 2024
£m
£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 Cash Translation and non-cash adjustments At
27 September 2024 Flow 26 September 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 Cash Translation and non-cash adjustments At
29 September 2023 flow 27 September 2024
£m £m £m £m
Cash and cash equivalents and bank overdrafts 32.8 (18.4) 0.0 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 plus share of profit of associates before tax, 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 2024
£m
£m
Adjusted Operating Profit 125.7 97.5
Taxation at the adjusted effective tax rate ((A)) (30.2) (21.5)
Group NOPAT 95.5 76.0
2025 2024
£m
£m
Invested Capital
Total assets 1,272.7 1,204.7
Total liabilities (780.7) (754.5)
Net Debt 125.9 193.0
Derivatives not designated as fair value hedges 0.8 1.0
Retirement benefit obligation (net of deferred tax asset) 2.7 9.4
Invested Capital for the Group((B)) 621.4 653.6
Average Invested Capital for ROIC calculation for the Group 637.5 660.3
ROIC (%) for the Group 15.0% 11.5%
((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 £667.0 in 2023.
APPENDIX: RULE 28 OF THE TAKEOVER CODE
The following statement is considered a profit forecast for the purposes of
Rule 28 of the UK Takeover Code:
Trading in early FY26 has started positively and we look forward to another
year of profitable growth for Greencore (the "Profit Forecast").
With the consent of Bakkavor Group plc, the UK Panel on Takeovers and Mergers
has confirmed that the Profit Forecast constitutes an ordinary course profit
forecast for the purposes of Note 2(b) to Rule 28.1 of the Takeover Code, to
which the requirements of Rule 28.1(c)(i) of the Takeover Code apply.
Directors' confirmation
The directors of Greencore confirm that the Profit Forecast has been properly
compiled on the basis of the assumptions set out below and that the basis of
accounting used is consistent with the Group's existing accounting policies.
Basis of preparation
The Profit Forecast is based on the Group's current internal unaudited
forecasts for FY26. The Profit Forecast has been compiled on the basis of the
assumptions set out below. The basis of the accounting policies used in the
Profit Forecast is consistent with the existing accounting policies of the
Group, which uses 'Alternative Performance Measures' or other
non-International Financial Reporting Standards measures and then reconciles
such measures to International Financial Reporting Standards as approved by
the International Accounting Standards Board and adopted by the European
Union.
Assumptions
The Profit Forecast has been prepared on the basis referred to above and
subject to the principal assumptions set out below. The Profit Forecast is
inherently uncertain and there can be no guarantee that any of the assumptions
listed below will occur and/or if they do, their effect on the Group's results
of operations, financial condition or financial performance may be material.
The Profit Forecast should be read in this context and construed accordingly.
The directors of Greencore have made the following assumptions in respect of
FY26:
(i) Assumptions within Greencore's control or influence
· no material change to the existing strategy or operation of the
Group's business;
· no material change to the expected realisation of launch and
commercialisation of new products or achievement of sustainability goals;
· no material deterioration in the Group's relationships with
customers, suppliers or partners, and no material adverse change to the
Group's ability to meet customer, supplier and partner needs and expectations
based on current practice;
· no material unplanned capital expenditure, asset disposals,
merger and acquisition or divestment activity conducted by or affecting the
Group (other than the recommended acquisition for Bakkavor Group plc); and
· no material change in dividend or capital policies of the Group.
(ii) Assumptions outside of Greencore's control or influence
· no material change to existing prevailing macroeconomic,
political, fiscal/inflationary, international trade or social conditions or
stability during FY26 in the markets or regions in which the Group operates;
· no material change in legislation, taxation or regulatory
requirements impacting the Group's operations, expenditure or its accounting
policies;
· no material adverse change to the Group's business model or
market environment before the end of FY26 (including in relation to customer
demand or competitive environment, including regarding the Group's market
share and product demand rates);
· no material adverse change to the Group's commercial
relationships or product service levels, and no material adverse events that
will have a significant impact on the Group's major customers or suppliers;
· no material disruption or delays to international transport
networks or adverse changes in supply chain costs to the Group;
· no material change in the Group's existing debt arrangements
(other than in connection with the recommended acquisition for Bakkavor Group
plc by the Group as announced today) or ability to access external finance and
refinance existing debt upon maturity;
· no material litigation or regulatory investigations, and no
material unexpected developments in any existing litigation or regulatory
investigation, each in relation to any of the Group's operations, products or
services;
· no material adverse events that would have a significant impact
on the Group including climate change, adverse weather events or information
technology/cyber infrastructure disruption; and
· there will be no material change in the control of the Group.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UBSKRVRUAAAA
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Greencore
See all newsREG - L&G – Asset Mgmt. Ld Greencore Group PLC - Form 8.3 - Greencore Group plc
AnnouncementREG - Barclays PLC Greencore Group PLC - Form 8.3 GREENCORE GROUP PLC
AnnouncementREG - Jefferies Intl Ltd Greencore Group PLC - Form 8.3 Greencore Group plc
AnnouncementREG - BNP Paribas London Greencore Group PLC - Form 8.3 - Greencore Group plc
AnnouncementREG - Competition and Mkts - Merger Update: Greencore Group/Bakkavor Group
Announcement