REG - Greencore Group PLC - Interim Results Statement
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RNS Number : 7812F Greencore Group PLC 27 May 2026
27 May 2026
15% growth in pro forma profit(1);
integration progressing well
Greencore Group plc ("Greencore" or the "Group"), the leading manufacturer of fresh convenience foods in the UK, today announces its combined unaudited results for the half year ended 27 March 2026 ("H1 26"), following the acquisition of Bakkavor Group plc on 16 January 2026.
Dalton Philips, Chief Executive Officer, said(1,2,3):
"We are proud to announce strong half year results for the new Greencore,
having acquired Bakkavor in mid-January. The combined business is in a great
place, and I remain incredibly excited for Greencore's future.
The business continued to grow profitably during the half, with 15% pro forma
adjusted operating profit growth and 3.2% pro forma revenue growth in the UK -
during what was a busy period with the Bakkavor acquisition and integration.
This performance is testament to the focus and dedication of every one of our
28,000 colleagues who create great food, day-in-day-out.
The integration of Bakkavor is progressing well and to plan - and we are
focused on bringing our 4,000-plus product portfolio and enhanced capabilities
to our customers. We are firmly on track to deliver our target of annual cost
synergies of at least £80m within three years post-acquisition.
While we continue to monitor macro developments and inflationary impacts from
the events in the Middle East, we remain confident in the short-term
mitigations we have in place and the outlook for the business. We expect to
deliver FY26 Adjusted Operating Profit in line with current market
expectations."
FINANCIAL PERFORMANCE(1,3)
( )
Performance Summary
£M, unless otherwise stated H1 26 H1 25 Change
Continuing operations (UK business only)
Pro Forma Revenue(1) 1,318.0 1,276.8 +3.2%
Pro Forma Adjusted Operating Profit(1) 73.3 63.6 +15.3%
Pro Forma Adjusted Operating Profit Margin(1) 5.6% 5.0% +60bps
Reported Revenue 1,318.0 922.0 +43.0%
Adjusted EBITDA 111.2 73.1 +52.1%
Adjusted Operating Profit 73.3 45.2 +62.2%
Operating (Loss)/Profit (13.4) 38.1 (135.2%)
Adjusted Return on Invested Capital ("Adjusted ROIC") % 10.8% 13.1% (230bps)
Return on Invested Capital ("ROIC") % 8.1% 13.1% (500bps)
Free Cash Flow (76.0) 37.8 (113.8)
Free Cash Flow Conversion %(4) 3.1% 78.6%
Total Group (UK and US)
Net Debt (excluding lease liabilities) (817.6) (136.2) (681.4)
Leverage ratio(5) 2.3x 0.8x +1.5x
Adjusted EPS (pence) 8.0 6.1 +31.1%
FINANCIAL HIGHLIGHTS
· Strong pro forma growth in the UK:
o Pro forma revenue(1) growth of 3.2% to £1,318m, driven by a positive
impact of volume and mix of 0.8% and inflation recovery and price of 2.4%.
o Pro forma adjusted operating profit(1) growth of 15.3% to £73.3m, driven
by good conversion, disciplined cost management and efficiency savings from
our operational excellence programme - with margin increasing by 60bps.
· Adjusted ROIC of 10.8%, adjusted for the goodwill arising from the
Bakkavor acquisition and reflecting the continued momentum in underlying
profit.
· Negative Free Cash Flow driven by timing of working capital
outflows and exceptional costs related to the acquisition and integration of
Bakkavor.
· Leverage(5) of 2.3x, below expected c.2.5x range following
completion.
· US business classed as a 'held for sale' asset(6). While the US
business continues to perform strongly, we are exploring a potential sale of
the business.
STRATEGIC & OPERATING HIGHLIGHTS
· Acquisition of Bakkavor completed on 16 January 2026, creating the
UK's leading manufacturer of fresh convenience foods, with enhanced
capabilities for customers and a highly complementary product portfolio.
· Volumes have held up well in a subdued market; with legacy
Greencore volume ahead of a flat wider grocery market(7), whilst legacy
Bakkavor UK volume declined, partially due to lapping of minor business exits
from last year.
· New business won across several categories, including first wins as
a combined business, which will be onboarded in Q3 and Q4 FY26.
· Continued emphasis on food innovation with 308 new products
launched throughout the period.
· Excellent customer service levels of >99%(8) throughout the
period, including the peak Christmas season and integration period.
· Integration of Bakkavor fully underway and progressing to plan.
People consultation process to reset structure now complete, with single
functional organisational design having gone live in mid-April.
· Firmly on track to deliver at least £80m in annual cost synergies,
in line with the previously stated timeframes(9).
OUTLOOK
· Trading in Q3 has remained robust, as we lap a strong 2025 summer
season.
· While the Group continues to monitor the events in the Middle East
and potential inflationary impacts, we remain resilient and confident in the
near-term mitigations we have in place(10).
· With a strong competitive position and enduring customer
relationships, the Group expects to deliver Adjusted Operating Profit in line
with current market expectations(2).
· The next update to the market will be a Q3 trading statement on 22
July 2026.
Presentation & Conference Call
A webcast and conference call for analysts and investors will take place at
8.30am on Wednesday 27 May 2026. Registration and dial in details are
available at www.greencore.com/investor-relations/
(http://www.greencore.com/investor-relations/) . The materials will be
available following the presentation.
Basis of Preparation
Details of the basis of preparation of the financial information within this
Interim Financial Report can be found in Note 1 to the attached financial
information.
1. Pro Forma reflects new Greencore: Greencore 6 months, Bakkavor UK 10 weeks
and Bristol up to date of disposal (both current and prior year). Pro Forma
profit relates to Pro Forma Adjusted Operating Profit.
2. Prior to this release, market expectations for FY26 Adjusted Operating
Profit was an average of £232m (range between £227m and £241m), inclusive
of the US - with the US business contributing approximately £10m in FY26.
This consensus was compiled by Greencore as of 22 May 2026, consisting of 9
analysts, with 3 analysts contributing to the US estimate.
3. 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 Interim Results Statement.
4. Free cash flow conversion over last twelve months.
5. Leverage ratio, per financing arrangements definition, being Adjusted Net
Debt: Adjusted EBITDA - refer to capital management section of Note 22 in the
2025 Annual Report.
6. The results of the US business has been presented as a separate line on
the income statement, please refer to Note 12 of the Interim Financial Report.
7. Compared to Kantar grocery market performance for the 24 weeks to 22
March 2026.
8. Measured as the number of on time and in full orders as a percentage of
total orders.
9. Approximately 50% of the annual run-rate cost synergies realised by
January 2027, 85% by January 2028 and 100% by January 2029.
10. The Group has c.75% of raw ingredient spend in joint models with
customers and has fully hedged gas and electricity requirements for FY26 and
majority for FY27.
11. Compared to Kantar grocery market performance for the 12 weeks to 22 March
2026.
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 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.
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
Greencore is the UK's leading fresh convenience food manufacturer. We bring
industry-leading innovation to create high-quality, fresh and convenient food
for customers and consumers.
We supply all major UK supermarkets, convenience and travel retail outlets,
discounters, coffee shops, foodservice providers, and other retailers. Our
portfolio spans products across all meal occasions, including Food for Now
categories such as sandwiches, salads, sushi and Food for Later categories
such as ready meals, pizza, breads and desserts.
In addition, our US operations produce fresh meals, breads, dips soups, sauces
and burritos out of manufacturing facilities in California, Texas and North
Carolina.
Headquartered in Dublin, Ireland, the combined entity generated approximately
£4 billion in pro forma revenue in FY25 and employs around 28,000 people.
For further information go to www.greencore.com (http://www.greencore.com) or
follow Greencore on social media.
OPERATING REVIEW
The Group delivered another strong performance in the first half of FY26, as
we continue to make progress against our strategy.
This set of interim results represents the first combined results for
Greencore after the strategic acquisition of Bakkavor - enhancing the Group's
portfolio, capabilities and footprint.
We remain focused on three things:
1. Deepening our lasting partnerships with customers and producing great
food
2. Driving excellence and cost management
3. Effectively integrating Bakkavor into the Group
1. Lasting Partnerships & Great Food
The Group continued to focus on deepening its customer relationships during H1
26. The market was subdued during H1 26, as consumer confidence and demand
were impacted by external factors - including apprehension in the lead up to
and following the Autumn budget, and prolonged inclement weather during the
second quarter.
Despite this background, volume performance was robust. Manufactured volume
growth in the legacy Greencore business was 0.3% for H1 26 - which outpaced a
flat grocery market over the same period(7). For the short ten-week period
since acquisition, volume declined in the legacy Bakkavor UK business by
(1.3%), partially due to lapping of minor business exits from last year,
against a grocery market decline of (0.2%)(11). In particular, sandwiches,
sushi and pizza all performed strongly over the period.
Throughout H1 26, the Group continued to win new business with customers.
Further new business was won in salads, sushi, ambient grocery, and desserts
and will begin to be onboarded into the network throughout Q3 and Q4. These
wins will support volume growth and will drive c.100 basis points of
annualised revenue growth - and also include the first wins as a combined
business. We continue to actively engage with our customers around
opportunities to broaden and deepen our partnerships.
The combined business launched 308 new products in H1 26. In partnership with
our customers, we continue to place significant emphasis on product innovation
to drive growth. These new products included an award-winning 'Yorkshire
Pudding' Christmas seasonal wrap, new ranges of summer dips and deli products,
and health-focused meals. We also remain focused on deepening our brand
relationships - during the period, we launched a new partnership with
Myprotein, a leading sports nutrition brand, introducing a new range of
protein-enriched salads and wraps.
2. Excellence and Cost Management
Across the combined Group, we continue to drive excellence and efficiency
programmes to manage costs. Both Greencore and Bakkavor had strong standalone
operational excellence programmes to drive standardisation, reduce waste and
optimise labour - which were fundamental to the pro forma Adjusted Operating
Profit increase in the period. For the combined Group, we had over 871
individual operational excellence and automation projects live in H1 26, which
have delivered benefits such as reduced energy consumption, increased yield
and labour savings. Looking forward, there is further opportunity from
deploying best practices across the enlarged network of sites.
In addition, the Group has continued to closely manage other aspects of the
cost base - including the standardisation of indirect procurement processes in
the legacy Greencore business. This project has moved ownership of indirect
procurement contracts from sites to our central procurement team, consolidated
our supplier base and created clearer policies and spend guardrails, resulting
in a significant saving for the Group. There will be further opportunity as we
explore extension of these best practices across the enlarged business.
We also continue to invest in the future of the business, with two separate
technology transformation programmes ongoing. The 'Making Business Easier'
programme continues to progress on its objective of simplifying and
streamlining processes, technology and data. We have entered the testing phase
for several key initiatives (for example, end-to-end supply chain planning
solution), which will be implemented over the coming year. Alongside this, the
'Vision' programme to standardise the ERP system at legacy Bakkavor sites had
a successful rollout across two pizza sites in April. Whilst the two
programmes remain focused on delivering against their individual objectives,
work is ongoing to bring them together into one single integrated technology
transformation programme.
3. Effectively Integrate Bakkavor
Greencore completed the acquisition of Bakkavor on 16 January 2026, creating
the UK's leading fresh convenience food manufacturer. The combination brings
together two highly complementary businesses - broadening category reach, step
changing our innovation and technical potential and enhancing scale.
Planning for integration began in August 2025, with a dedicated team (the
'Integration Management Office') of Greencore and Bakkavor colleagues working
to develop detailed integration plans. This Integration Management Office
successfully managed "cut-over" on Day 1, ensuring no impact to customer and
operational delivery, whilst also welcoming 15,000 new colleagues to the
Group.
To provide continuity and stability, both businesses operated in parallel in
the immediate period post-acquisition. Since mid-April, the central business
structure has been reset, with a single functional organisation design and
operating model now in place. We have maintained our excellent levels of
customer service throughout H1 26, including the period since acquisition, at
over 99%(8).
The Group remains confident in the delivery of at least £80m of annual cost
synergies against our four key synergy areas - Organisation, Procurement,
Operational Excellence & Distribution and Operations Footprint. These
synergies are expected to be delivered in line with the previously stated
timeframes of approximately 50% of the annual run-rate cost synergies realised
by January 2027, 85% by January 2028 and 100% by January 2029. Some examples
of where synergy has already been delivered include the exit of central
functions colleagues following the business structure reset, the consolidation
of London corporate offices and removal of duplication across professional
advisors and central overheads (e.g. market and insight data).
As the Group is still in the process of integration, the Group intends to
disclose the combined Group's performance share plan targets in the FY26
Annual Report.
FINANCIAL REVIEW
Acquisition of Bakkavor Group
On 16 January 2026, the Group completed the acquisition of the Bakkavor Group
for total of £1.5bn. The Group are in the process of completing the fair
value exercise and recognised provisional goodwill of £733.7m and intangible
assets of £949.8m in connection with the acquisition. £928.8m of the
intangible assets relate to customer relationships which are being amortised
over 15 years with £11.6m charged to the income statement in H1 26. See
further detail in note 2 to the Interim Financial Report. As a result of the
acquisition, the Group has included additional APMs to explain the performance
of the enlarged Group with pro forma revenue and pro forma adjusted operating
profit included to explain the combined underlying performance year on year.
Pro forma(1) & Reported Revenue and Operating Profit
Pro forma(1) & reported revenue in the period was £1,318.0m with pro
forma revenue growth of 3.2% compared to H1 25, driven by the positive impact
of volume and mix of 0.8% and inflation recovery and price of 2.4%.
Pro forma(1) adjusted operating profit increased by 15.3%, while pro forma
adjusted operating profit margin improved by 60 basis points to 5.6% (Pro
forma(1) H1 25 adjusted operating profit margin: 5.0%).
Adjusted Operating Profit was £73.3m compared to £45.2m in H1 25. The
increase of £28.1m year on year was enhanced by the addition of the Bakkavor
Adjusted Operating Profit from the date of acquisition on 16 January 2026 and
driven by improved performance in the underlying business though strong cost
management, and the continued contribution of the commercial and operational
excellence programmes.
Group Operating Profit decreased from £38.1m in H1 25 to a loss of £13.4m in
H1 26 primarily as a result of the Bakkavor acquisition with increased
exceptional items relating to one-off transaction and integration costs of
£60.6m and an increase in amortisation of acquisition related intangibles to
£13.0m (H1 25: £1.5m) driven by the recognition of customer-relationship
intangibles. Group Operating Profit pre-exceptional items increased from
£43.7m to £60.3m.
Net finance costs
The Group's net finance costs amounted to £19.9m in H1 26 (H1 25: £11.4m).
The increase is primarily driven by increased net bank interest costs of
£17.8m (H1 25: £9.4m) from the Group's increase in borrowings following the
drawdown of the Group's financing facilities in January 2026 to fund the
acquisition. The Group also recognised a £1.9m interest charge relating to
the interest payable on lease liabilities in the period (H1 25: £0.9m) with
the increase relating to the enlarged leased asset portfolio of the Group
following the acquisition.
Profit before taxation
The Group's loss before taxation of £33.3m in H1 26 decreased from a profit
of £26.7m in H1 25. The decrease was driven by the impact of the acquisition
of Bakkavor with the recognition of one-off transaction related costs in
exceptional items, the amortisation of customer relationship intangibles and
higher interest costs arising from the drawdown of the acquisition financing
facilities. Adjusted Profit Before Tax in the period was £54.9m compared to
£34.8m in H1 25.
Taxation
The underlying adjusted Effective Tax Rate ('Adjusted ETR') is 24% (H1 25:
24%) when adjusted for the change in fair value of derivative financial
instruments and related debt adjustments, the amortisation of customer related
intangibles and exceptional items included in the half year period.
Exceptional items
The Group had a pre‐tax exceptional charge of £75.3m in H1 26, and an
after-tax charge of £66.8m, comprised as follows:
Exceptional Items £m
Acquisition and integration related costs (60.6)
Transformation costs (7.8)
Defined benefit pension scheme restructuring (6.9)
Exceptional items (before tax) (75.3)
Tax on exceptional items 8.5
Exceptional items (after tax) (66.8)
The acquisition and integration related costs relate to (i) professional fees
and transaction costs of £38.6m incurred in connection with the Group's
acquisition of Bakkavor that completed on 16 January 2026; (ii) integration
and synergy delivery related costs of £24.8m; and (iii) offset by a gain of
£2.8m relating to a sale of the Group's Bristol site which was sold on 12
January 2026.
The transformation costs of £7.8m relate to the costs incurred for the
progression of Greencore's Making Business Easier transformation programme and
the costs relating to the ongoing ERP system implementation in the legacy
Bakkavor estate.
The defined benefit pension scheme restructuring cost of £6.9m relates to the
wind-up of the Group's Irish defined benefit pension scheme following
agreement with the scheme trustees to proceed with the wind-up.
Earnings per share
The Group's basic earnings per share for H1 26 was (5.4) pence compared to 4.5
pence in H1 25. This was driven by a decrease in the Group's profit after tax
year on year primarily due to the one-off transaction and integration related
costs incurred and the amortisation charge for customer related intangibles
arising from the acquisition.
Adjusted Earnings Per Share, which is reflective of underlying operations, was
8.0 pence compared to 6.1 pence in H1 25.
Cash Flow and Net Debt
Key movements from a cash flow perspective related to the draw-down of the
external financing facilities of £818.8m that were obtained to fund the
Group's acquisition of Bakkavor in January 2026 with corresponding cash
outflows to complete the acquisition of £481.5m, net of cash acquired and
£239.5m used to repay the Group's bank borrowings in the period. The Group
had cash outflows relating to exceptional items which were predominantly
relating to acquisition and integration costs of £59.0m.
During the period, the Group disposed of its investment in its Bristol site
with £14.9m of net cash proceeds received on disposal at H1 FY26.
The Group's working capital movement was an outflow of £86.0m at H1 FY26 with
the movement primarily timing related.
£15.0m of share purchases were made by the Employee Benefit Trust for the
Group's employee share ownership scheme (H1 F25: £Nil). A cash dividend of
£11.5m was paid to equity-holders of the Company during the period (H1 25:
£8.9m).
The Group's Net Debt excluding lease liabilities at 27 March 2026 was
£817.6m, an increase of £681.4m compared to the end of H1 25 driven by the
drawdown of the acquisition financing facilities.
Financing
The Group had changes in its financing profile in the 6 months to 27 March
2026. In January 2026, the Group's net debt increased as we drew down on the
acquisition financing facilities to fund the cash consideration for the
Bakkavor acquisition and to fund the repayment of the existing Bakkavor
financing facilities. The Group also repaid the £50m bilateral bank facility
that matured in January 2026. As at 27 March 2026, the Group had total
committed debt facilities of £1,210.5m and a weighted average maturity of 4.2
years. These facilities comprised:
· A £350m revolving credit banking facility with a maturity date of
November 2030;
· £825m term loans with maturity dates of January 2027 (£175m),
November 2028 (£250m) and November 2030 (£400m);
· £4.5m and $14.0m of outstanding Private Placement Notes with a
maturity date of June 2026; and
· £20.5m of asset financing facilities with maturity dates from
August 2026 to August 2028.
At 27 March 2026 the Group had undrawn committed bank facilities of £330.0m.
Pensions
All of the Group's legacy defined benefit pension schemes are closed to future
accrual (with Greencore's pension scheme closed to accrual in December 2009
and the Bakkavor pension scheme closed to future accrual in 2011).
The Group engaged with the Trustees of the legacy Greencore Irish funded
legacy defined benefit scheme to initiate a plan to wind-up with a formal
agreement signed on 30 January 2026 with a wind-up date of 31 March 2026. As a
result of the agreement to wind-up the scheme, the Group eliminated its
obligations in relation to the scheme and derecognised the scheme assets and
liabilities from the Statement of Financial Position at 27 March 2026 giving
rise to a settlement loss of £6.9m (which includes £1.0m of costs). The
Group has recognised a receivable within trade and other receivables of £3.9m
being the expected amount receivable from the scheme. The trustees of the
Bakkavor pension scheme signed a buy-in contract with an insurance provider on
31 March 2026 to substantially reduce risk within the scheme.
FY26 Guidance
For FY26, the Group expects depreciation and amortisation of c.£100m
(excluding amortisation of acquisition related intangibles), amortisation of
acquisition related intangibles of c.£45m, exceptional items of c.£110m, net
finance costs of c.£65m, capital expenditure of c.£80m, cash tax of c.£25m,
an adjusted effective tax rate of c.23-25% and pension deficit contributions
and costs of c.£2m.
Principal risks and uncertainties
The Directors continue to assess the principal risks and uncertainties of the
Group on a frequent basis. The principal risks and uncertainties faced by the
business at 26 September 2025 are described in detail in the Risk Management
section of the Annual Report and Financial Statements for the year ended 26
September 2025 issued on 18 November 2025, a copy of which is available on the
Group's website.
A description of the principal risks and uncertainties as at 27 March 2026,
for the remaining six months of the FY26 financial year based on conditions as
at the half year date, are set out in the Appendix to the Interim Financial
Report.
Responsibility Statement
Each of the Directors of Greencore Group plc confirm that, to the best of each
person's knowledge and belief as required by the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority ('FCA'):
· The Financial Statements have been prepared in accordance with IAS
34 Interim Financial Reporting as adopted by the European Union;
· The Interim Management Report includes a fair review of important
events that have occurred during the first six months of the financial year,
and their impact on the condensed financial statements, and also contains a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· The Interim Management Report includes a fair review of the related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last Annual Report that could
have a material effect on the financial position or performance of the Group
in the first six months of the current financial year.
Dalton Philips Catherine Gubbins
Chief Executive Officer Chief Financial Officer
Date: 27 May 2026 Date: 27 May 2026
INTERIM FINANCIAL REPORT
For the half year ended 27 March 2026
CONDENSED GROUP INCOME STATEMENT
for the half year ended 27 March 2026
Half year ended 27 March 2026 Half year ended 28 March 2025
(Unaudited) (Unaudited)
Notes Pre- exceptional Exceptional Total Pre- exceptional Exceptional Total
(Note 5)
(Note 5)
£m £m £m £m £m £m
Revenue 3 1,318.0 - 1,318.0 922.0 - 922.0
Cost of sales (892.0) - (892.0) (620.7) - (620.7)
Gross profit 426.0 - 426.0 301.3 - 301.3
Operating costs before acquisition-related amortisation
(353.6) (73.7) (427.3) (255.1) (5.6) (260.7)
Reversal/(impairment) of trade receivables 0.9 - 0.9 (1.0) - (1.0)
Group operating profit before acquisition related amortisation
73.3 (73.7) (0.4) 45.2 (5.6) 39.6
Amortisation of acquisition related intangibles
(13.0) - (13.0) (1.5) - (1.5)
Group operating profit/(loss) 60.3 (73.7) (13.4) 43.7 (5.6) 38.1
Finance income 6 1.0 - 1.0 0.5 - 0.5
Finance costs (19.3) (1.6) (20.9) (11.9) - (11.9)
Profit/(loss) before taxation 42.0 (75.3) (33.3) 32.3 (5.6) 26.7
Taxation 7 (10.0) 8.5 (1.5) (7.8) 0.9 (6.9)
Profit/(loss) from continuing operations 32.0 (66.8) (34.8) 24.5 (4.7) 19.8
Discontinued operations
Profit from discontinued operations, net of tax 12 4.0 - 4.0 - - -
Profit/(loss) for the financial period 36.0 (66.8) (30.8) 24.5 (4.7) 19.8
Earnings/(loss) per share (pence)
Basic earnings per share 9 (5.4) 4.5
Diluted earnings per share 9 (5.4) 4.4
Earnings/(loss) per share from continuing operations (pence)
Basic earnings per share 9 (6.1) 4.5
Diluted earnings per share 9 (6.1) 4.4
CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
for the half year ended 27 March 2026
Half year ended Half year ended
27 March 2026 28 March 2025
(Unaudited) (Unaudited)
£m £m
Total comprehensive income for the financial period
Items that will not be reclassified to profit or loss:
Actuarial loss on Group legacy defined benefit pension schemes (1.5) (2.9)
Tax on Group legacy defined benefit pension schemes 0.8 0.2
(0.7) (2.7)
Items that may subsequently be reclassified to profit or loss:
Currency translation adjustment 0.8 0.1
Cash flow hedges:
Fair value movement taken to equity 8.0 0.3
Tax on derivative fair value movement (2.0) -
Transferred to Income Statement for financial period - (0.2)
6.8 0.2
Other comprehensive income/(loss) for the financial period 6.1 (2.5)
(Loss)/profit for the financial period (30.8) 19.8
Total comprehensive income for the financial period attributable to equity (24.7) 17.3
holders
Total comprehensive income for the financial period attributable to equity
holders from:
Continuing operations (28.7) 17.3
Discontinued operations (Note 12) 4.0 -
(24.7) 17.3
CONDENSED GROUP STATEMENT OF FINANCIAL POSITION
as at 27 March 2026
March September
2026 2025
(Unaudited) (Audited)
Notes £m £m
ASSETS
Non-current assets
Goodwill 10 1,181.0 447.3
Intangible assets 11 943.0 5.5
Property, plant and equipment 11 617.6 299.3
Right-of-use assets 11 115.8 54.4
Investment property 3.7 3.7
Retirement benefit assets 19 10.6 10.4
Derivative financial instruments 16 7.9 -
Trade and other receivables 0.1 -
Deferred tax assets 2.5 24.7
Total non-current assets 2,882.2 845.3
Current assets
Inventories 122.0 68.0
Trade and other receivables 420.1 276.9
Derivative financial instruments 16 0.3 0.1
Current tax receivable 16.7 0.6
Cash and cash equivalents 14 197.7 81.8
Assets held for sale 12 182.4 -
Total current assets 939.2 427.4
Total assets 3,821.4 1,272.7
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital 13 8.0 4.4
Share premium 13 1,079.4 91.8
Other reserves 13 120.1 113.1
Retained earnings 226.5 282.7
Total equity 1,434.0 492.0
LIABILITIES
Non-current liabilities
Borrowings 15 679.0 56.3
Lease liabilities 97.4 39.2
Other payables 1.9 1.9
Derivative financial instruments 16 - 0.1
Provisions 18 21.3 8.6
Retirement benefit obligations 19 12.1 15.4
Deferred tax liabilities 301.5 28.5
Total non-current liabilities 1,113.2 150.0
Current liabilities
Borrowings 15 347.4 95.6
Trade and other payables 829.8 509.8
Lease liabilities 23.8 16.6
Derivative financial instruments 16 1.3 0.8
Provisions 18 14.4 3.7
Current tax payable 1.4 4.2
Liabilities directly associated with the assets held for sale 12 56.1 -
Total current liabilities 1,274.2 630.7
Total liabilities 2,387.4 780.7
Total equity and liabilities 3,821.4 1,272.7
CONDENSED GROUP STATEMENT OF CASH FLOWS
for the half year ended 27 March 2026
Half year ended Half year
27 March 2026 ended
28 March 2025
Notes (Unaudited) (Unaudited)
£m £m
(Loss)/profit before taxation (continuing operations) (33.3) 26.7
Finance income 6 (1.0) (0.5)
Finance costs (excluding exceptional finance costs) 6 19.3 11.9
Exceptional items 5 75.3 5.6
Group operating profit before exceptional items 60.3 43.7
Depreciation & impairment of property, plant & equipment & 11 36.9 27.6
right-of-use assets
Amortisation of intangible assets 11 14.3 2.2
Employee share-based payment expense 5.4 3.3
Contributions to Group legacy defined benefit pension schemes, net of fees (1.1) (6.9)
Operating cash from discontinued operations 1.7 -
Working capital movement (86.0) 4.1
Other movements (5.9) -
Net cash inflow from operating activities before exceptional items, interest,
and tax
25.6 74.0
Cash outflow related to exceptional items 5 (59.0) (5.8)
Interest paid (including lease liability interest) (10.1) (9.9)
Tax paid (5.5) (1.5)
Net cash (outflow)/inflow from operating activities (49.0) 56.8
Cash flow from investing activities
Purchase of investment, net of cash acquired (481.5) -
Disposal of investment 14.9 -
Purchase of property, plant and equipment 11 (20.0) (17.9)
Purchase of intangible assets 11 (1.0) (0.5)
Net cash outflow from investing activities (487.6) (18.4)
Cash flow from financing activities
Proceeds from issue of shares 13 0.6 0.4
Ordinary shares purchased - own shares 13 (15.0) -
Capital return via share buyback - (10.0)
Repayment of bank borrowings (239.5) (5.5)
Drawdown of bank borrowings 818.8 -
Repayment of lease liabilities (10.8) (6.9)
Dividends paid to equity holders of the company 8 (11.5) (8.9)
Net cash inflow/(outflow) from financing activities 542.6 (30.9)
Net increase in cash and cash equivalents and bank overdrafts 6.0 7.5
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 51.1 14.4
period
Translation adjustment - -
Net increase in cash and cash equivalents and bank overdrafts from continuing 4.3 7.5
operations
Net increase in cash and cash equivalents and bank overdrafts presented within 1.7 -
Assets held for sale
Cash and cash equivalents and bank overdrafts at end of the financial period 14 57.1 21.9
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY
for the half year ended 27 March 2026
Share Share premium Other reserves Retained earnings Total
capital equity
£m £m £m £m £m
At 26 September 2025 4.4 91.8 113.1 282.7 492.0
Total comprehensive income for the financial period
Actuarial loss on Group legacy defined benefit pension schemes
- - - (1.5) (1.5)
Tax on Group legacy defined benefit pension schemes - - - 0.8 0.8
Currency translation adjustment - - 0.8 - 0.8
Tax on derivative fair value movement - - - (2.0) (2.0)
Cash flow hedge fair value movement taken to equity - - 8.0 - 8.0
Cash flow hedge transferred to Income Statement - - - - -
Loss for the financial period - - - (30.8) (30.8)
Total comprehensive income for the financial period - - 8.8 (33.5) (24.7)
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense - - 5.4 - 5.4
Replacement share-based payment awards, net of taxes (note 2)
- - 0.9 - 0.9
Exercise, lapse or forfeit of share-based payments - 0.6 (4.0) 4.0 0.6
Tax on share-based payments - - (2.5) (2.5)
Shares acquired by Employee Benefit Trust - - (16.8) - (16.8)
Issue of ordinary shares relating to business combinations 3.6 987.0 - - 990.6
Transfer to retained earnings on grant of shares to beneficiaries of the
Employee Benefit Trust
- - 12.7 (12.7) -
Dividends (note 8) - - - (11.5) (11.5)
Total transactions with equity holders of the Company 3.6 987.6 (1.8) (22.7) 966.7
At 27 March 2026 8.0 1,079.4 120.1 226.5 1,434.0
Share Share premium Other reserves Retained earnings Total
capital 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 period
Actuarial loss on Group legacy defined benefit pension schemes
- - - (2.9) (2.9)
Tax on Group legacy defined benefit pension schemes - - - 0.2 0.2
Currency translation adjustment - - 0.1 - 0.1
Cash flow hedge fair value movement taken to equity - - 0.3 - 0.3
Cash flow hedge transferred to Income Statement - - (0.2) - (0.2)
Profit for the financial period - - - 19.8 19.8
Total comprehensive income for the financial period - - 0.2 17.1 17.3
Transactions with equity holders of the Company
contributions and distributions
Employee share-based payment expense - - 3.3 - 3.3
Exercise, lapse or forfeit of share-based payments 0.0 0.4 (1.3) 1.3 0.4
Shares acquired by Employee Benefit Trust - - (0.1) 0.1 -
Transfer to Retained Earnings on grant of shares to beneficiaries of the
Employee Benefit Trust
- - 1.2 (1.2) -
Capital return via share buyback (0.1) - 0.1 (10.0) (10.0)
Dividends - - - (8.9) (8.9)
Total transactions with equity holders of the Company (0.1) 0.4 3.2 (18.7) (15.2)
At 28 March 2025 4.4 90.9 119.7 237.3 452.3
OTHER RESERVES
Share-based Own Un-denominated capital reserve Hedging reserve Foreign currency translation reserve Total
payment Shares
reserve
£m £m £m £m £m £m
At 26 September 2025 11.1 (18.0) 121.3 (0.2) (1.1) 113.1
Total comprehensive income for the financial period
Currency translation adjustment - - - - 0.8 0.8
Cash flow hedge fair value movement taken to equity
- - - 8.0 - 8.0
Cash flow hedge transferred to Income Statement - - - - - -
Total comprehensive income for the financial period
- - - 8.0 0.8 8.8
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense 5.4 - - - - 5.4
Exercise, lapse or forfeit of share-based payments (4.0) - - - - (4.0)
Replacement share-based payment awards (note 2) 0.9 - - - - 0.9
Shares acquired by Employee Benefit Trust - (16.8) - - - (16.8)
Transfer to retained earnings on grant of shares to beneficiaries of the
Employee Benefit Trust
- 12.7 - - - 12.7
Total transactions with equity holders of the Company 2.3 (4.1) - - - (1.8)
At 27 March 2026 13.4 (22.1) 121.3 7.8 (0.3) 120.1
Share-based Own Undenominated capital reserve Hedging reserve Foreign currency translation reserve Total
payment Shares
reserve
£m £m £m £m £m £m
At 28 September 2024 7.5 (10.6) 121.2 (0.2) (1.6) 116.3
Total comprehensive income for the financial period
Currency translation adjustment - - - - 0.1 0.1
Cash flow hedge fair value movement taken to equity
- - - 0.3 - 0.3
Cash flow hedge transferred to Income Statement - - - (0.2) - (0.2)
Total comprehensive income for the financial period - - - 0.1 0.1 0.2
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense 3.3 - - - - 3.3
Exercise, lapse or forfeit of share-based payments (1.3) - - - - (1.3)
Share acquired by Employee Benefit Trust - (0.1) - - - (0.1)
Transfer to Retained Earnings on grant of shares to beneficiaries of the
Employee Benefit Trust
- 1.2 - - - 1.2
Capital return via share buyback - - 0.1 - - 0.1
Total transactions with equity holders of the Company 2.0 1.1 0.1 - - 3.2
At 28 March 2025 9.5 (9.5) 121.3 (0.1) (1.5) 119.7
NOTES TO THE CONDENSED GROUP FINANCIAL STATEMENTS
1. Basis of preparation
The Condensed Group Financial Statements of Greencore Group plc (the 'Group'),
which are presented in sterling and expressed in millions, unless otherwise
indicated, have been prepared as at, and for the 26 week period ended, 27
March 2026, and have been prepared in accordance with the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority ('FCA') and IAS 34
Interim Financial Reporting as adopted by the European Union.
These Condensed Group Financial Statements do not comprise statutory accounts
within the meaning of Section 340 of the Irish Companies Act 2014. These
Condensed Group Financial Statements for the half year ended 27 March 2026 and
the comparative amounts for the half year ended 28 March 2025 are unaudited
and have not been reviewed by the Group's auditor. The condensed financial
information for the year ended 26 September 2025 represents an abbreviated
version of the Group Financial Statements for that year. Those financial
statements, upon which the auditor issued an unqualified audit report have
been filed with the Companies Registration Office.
Going concern
The directors have considered the appropriateness of adopting the going
concern basis in preparing the interim financial statements for a period of at
least 18 months from the 27 March 2026 (the "period of assessment").
There has been a significant change in the composition of the Group following
the completion of the acquisition of the Bakkavor Group plc and therefore the
directors have considered a range of factors in completing the going concern
assessment for H1 FY26.
The assessment has included consideration of the financial performance of the
Group in the period since completion, the available cash resources, borrowing
facilities and related covenant requirements which taken together, provide
confidence that the Group will be able to meet its obligations as they fall
due. In addition, the directors have considered the Group's financial risk
management policies as described in the FY25 Annual Report and the factors
that could potentially impact operating performance and future growth of the
enlarged group as outlined in the Principal risks and uncertainties included
on pages 34 and 35 of this Interim Financial Report, and incorporated
sensitivity analysis to understand the potential impact if risks were to
materialise.
Based on the work completed, the directors believe that the Group is well
placed to manage these risks successfully and therefore have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the period of assessment. The Group therefore considers
it appropriate to adopt the going concern basis in preparing its interim
Condensed Group Financial Statements.
Accounting policies
The accounting policies and methods of computation adopted in the preparation
of the Condensed Group Financial Statements are consistent with those applied
in the Annual Report for the financial year ended 26 September 2025 and are as
set out in those financial statements.
The following changes to IFRS became effective for the Group during the
financial period but did not result in material changes to the Condensed Group
Financial Statements:
· Lack of Exchangeability - Amendments to IAS21
The Group has not applied new standards, amendments and interpretations to
existing standards that have been issued but are not yet effective. The Group
is currently in the process of reviewing the potential impact of those
amendments.
Reclassification
To provide more relevant information, the Group has presented Goodwill and
Intangible Assets as separate line items on the face of the Condensed Group
Statement of Financial Position. This change reflects the increased
materiality of these balances following the acquisition of Bakkavor Group plc
(note 2). Comparative figures have been re-presented.
Significant Accounting Estimates and Judgements
The preparation of the Condensed Group Financial Statements requires
management to make certain estimates, assumptions and judgements that affect
the application of accounting policies and the reported amount of assets,
liabilities, income and expenses. Estimates and underlying assumptions are
reviewed on an ongoing basis. Changes in accounting estimates may be necessary
if there are changes in circumstances on which the estimate was based or as a
result of new information or more experience. Such changes are reflected in
the period in which the estimate was revised. In preparing the Condensed Group
Financial Statements, the material judgements made by management in applying
the Group's accounting policies and the key sources of estimation uncertainty
were the same as those applied to the Consolidated Financial Statements for
the 52 weeks ended 26 September 2025, except for the following material
updates:
Key judgement and estimate applied in acquisition accounting
Business combinations are accounted for using the acquisition method which
requires that the assets and liabilities assumed are recorded at their
respective fair values at the date of acquisition. The application of this
method requires certain estimates and assumptions particularly concerning the
determination of the fair values of the acquired assets and liabilities
assumed at the date of acquisition. Greencore acquired Bakkavor Group plc on
16 January 2026, and therefore the Group are in the process of determining the
fair values of the assets acquired and liabilities assumed as required by IFRS
3 which are provisional in the Interim Financial Report. The Group has 12
months to finalise the fair values of these assets and liabilities as
permitted by IFRS 3.
For intangible assets recognised on acquisition, the Group bases valuations on
expected future cash flows. This method employs a discounted cash flow
analysis using the present value of the estimated after-tax cash flows
expected to be generated from the purchased intangible asset using risk
adjusted discount rates and revenue forecasts as appropriate. The period of
expected cash flows is based on the expected useful life of the intangible
asset acquired. The Group engages a specialist valuation expert to assist with
this process where appropriate.
As a result of the acquisition of Bakkavor, the Group has recognised customer
relationship intangible assets of £928.8m. The key estimate applied relates
to the valuation of these customer relationships which requires the Group to
apply significant estimates including customer attrition rates, discount
rates, long-term growth rate and contributory asset charges. Significant
judgement was also applied in determining the useful economic life.
Key judgement applied in classifying the US operations as an asset held for
sale
The key judgement applied relates to the classification of the US operations
as an asset held for sale. IFRS 3 sets out the criteria for a disposal group
to be classified as held for sale. The Group classified the assets and
liabilities of its US operations as 'held for sale' on acquisition on the
basis that it expects the sale to complete within one year of the acquisition
date. The Group have made the judgement that they expect to be able to
complete the sale within one year based on the current status of the sale
process.
2. Business Combinations and Asset held for sale
Acquisition of Bakkavor Group plc
On 16 January 2026, the Group acquired 100% of the ordinary shares of Bakkavor
Group plc ('Bakkavor'), for consideration of £1.5bn. The acquisition brings
together two highly complementary businesses - broadening category reach,
enhancing our innovation and technical capabilities for customers and
enhancing scale to drive efficiency and growth.
From the date of acquisition to 27 March 2026, Bakkavor contributed revenue of
£358.4m and a loss of £2.1m from continuing operations and £44.8m of
revenue and £4.0m of profit after tax recognised within discontinued
operations. If the acquisition had occurred on 27 September 2025, management
estimates that the consolidated revenue from continuing activities would have
been £1,911.6m, and a consolidated loss of £66.3m would have been incurred
after taking into account exceptional costs and amortisation of acquisition
related intangibles in the six-month period. In determining these amounts,
management has assumed that the provisional fair value adjustments that arose
on the date of acquisition would have been the same if the acquisition had
occurred on 27 September 2025.
Consideration
£m
Cash 506.9
Equity instruments (360,231,087 ordinary shares of Greencore Group plc) (A) 990.6
Replacement of share awards (including employer taxes) (B) 1.0
Total consideration 1,498.5
(A) The fair value of the ordinary shares issued was based on the listed share
price of the Group at 15 January 2026 of £2.75.
(B) In accordance with the terms of the acquisition agreement, the Group
replaced share-based awards held by Bakkavor employees with equivalent
awards in Greencore Group plc.
Acquisition - related costs
The Group incurred acquisition costs of £38.6m associated with the completion
of the acquisition (note 5). These costs have been included in exceptional
costs in the condensed group income statement.
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amount of assets acquired, and
liabilities assumed at date of acquisition. The fair values of the assets and
liabilities are measured on a provisional basis. The fair value exercise is
continuing and will be completed within 12 months of the acquisition date.
£m
The provisional fair values as date of acquisition were:
Intangible assets(1) 949.8
Property, plant and equipment 338.5
Right of use assets 68.0
Non-current receivables 15.5
Inventories 62.9
Trade and other receivables 176.9
Held for sale asset 176.2
Cash and cash equivalents 16.0
Borrowings (171.8)
Derivatives (0.2)
Deferred tax liabilities (292.9)
Trade and other payables (421.5)
Provisions(2) (25.2)
Liabilities directly associated with the held for sale asset (54.7)
Lease liabilities (72.7)
Total identifiable assets 764.8
(1) As part of the acquisition the group recognised customer relationship
intangible assets of £928.8m and software intangibles of £21.0m. The
customer relationship intangible is being amortised on a straight-line basis
over an estimated useful life of 15 years.
(2) Provisions assumed included provisions for lease dilapidations of £24.8m,
measured on a provisional basis.
Goodwill
£m
Goodwill was recognised as follows:
Total consideration transferred 1,498.5
Less: fair value of identifiable net assets (764.8)
Goodwill 733.7
The goodwill is attributable to the benefits expected to be received from the
assembled workforce and synergies in integrating the Company into the Group.
None of the goodwill is expected to be tax deductible.
Disposal of Bristol site
On 12 January 2026, the Group disposed of its Bristol chilled soups and sauces
manufacturing site for a total consideration of £17.6m. The disposal did not
represent a major line of business and is therefore not classified as a
discontinued operation. The gain on disposal of £2.8m is recognised in the
Condensed Group Income Statement within Exceptional items (note 5). The net
cash inflow in the period was £14.9m.
3. 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
CODM has been identified as the Board of Directors.
The segment incorporates convenience food categories. During the period, the
Group acquired Bakkavor Group plc (note 2). The acquired operations have been
integrated into the convenience foods segment. As at H1 26, the segmental
disclosures reflect the information currently provided to the CODM as required
by IFRS 8. The Group continues to assess operating segments in accordance with
IFRS 8 and expects to finalise its operating segment structure in the second
half of the financial year.
Convenience Foods
Half year Half year
2026 2025
£m £m
Revenue 1,318.0 922.0
Group operating profit before exceptional items and amortisation of 73.3 45.2
acquisition related intangible assets
Amortisation of acquisition-related intangible assets (13.0) (1.5)
Group operating profit before exceptional items 60.3 43.7
Finance income 1.0 0.5
Finance costs (19.3) (11.9)
Exceptional items (75.3) (5.6)
Taxation (1.5) (6.9)
(Loss)/profit for the financial period from continuing operations (34.8) 19.8
The following table disaggregates revenue by product categories in the
Convenience Foods reporting segment. Revenue categories have been aggregated
based on similar economic characteristics, including similar customer bases,
consumption patterns and product profiles:
Half year 2026 Half year 2025
£m £m
Revenue for Convenience Foods
Food for Now 730.8 611.4
Food for Later 587.2 310.6
Total revenue 1,318.0 922.0
Food for Now categories comprise convenience and ready-to-eat products
including salads, sandwiches, sushi and Direct to Store distribution, while
Food for Later categories include ready meals, desserts, pizza, ambient
grocery, chilled dips, bread, soups and sauces, quiche, and Yorkshire
puddings.
During the period, following the acquisition, 'Food to Go' has been renamed
'Food for Now' and 'Other convenience Foods' has been renamed 'Food for Later'
to better describe its product categories.
Information on the Group's US business which has been presented as 'held for
sale' is included in note 12.
4. Seasonality
The Group's convenience foods segment is seasonal in nature with the Group's
business being weighted towards the second half of the year. This weighting is
primarily driven by weather and seasonal buying patterns.
5. Exceptional Items
Half Year 2026 Half Year
2025
£m £m
Acquisition and integration related costs (a) (60.6) -
Transformation costs (b) (7.8) (5.6)
Defined benefit pension scheme restructuring (c) (6.9) -
Total exceptional items before taxation (75.3) (5.6)
Tax credit on exceptional items 8.5 0.9
Total exceptional items (66.8) (4.7)
(a) Acquisition and integration related costs
During the period, the Group recognised total acquisition and integration
related costs of £60.6m which is attributed to (i) £38.6m associated with
professional fees and transaction costs to complete the Bakkavor acquisition,
which includes £1.6m in finance costs, relating to commitment fees payable
prior to drawdown of the £825m facility (note 6); (ii) £24.8m of integration
and synergy delivery related costs; and (iii) a gain on sale of £2.8m in
connection with the disposal of its Bristol chilled soups and sauces
manufacturing site (note 2).
(b) Transformation costs
Transformation costs primarily relate to the Group's multi-year transformation
programme, Making Business Easier, which commenced during FY24. In the current
financial period, the Group recognised a charge of £6.8m in costs related to
progressing this programme (H1 25: £5.6m). In addition, £1.0m of costs were
incurred relating to the ongoing ERP system implementation in the legacy
Bakkavor estate.
(c) Defined benefit pension scheme restructuring
During the current financial period, the Group incurred a charge of £6.9m
(settlement loss of £5.9m plus £1.0m fees) relating to the wind up of its
Irish funded legacy defined benefit scheme (note 19).
Cash Flow on Exceptional Items
The total net cash outflow during the period in respect of exceptional charges
was £59.0m (H1 25: £5.8m), of which £6.3m was in respect of prior year
exceptional charges. (H1 25: 0.9m).
6. Finance income and finance costs
Half year Half year
2026
2025
£m £m
Finance income
Interest on bank deposits 1.0 0.5
Total finance income 1.0 0.5
Finance costs
Finance costs on borrowings and other financing costs (17.2) (9.9)
Interest on lease obligations (1.9) (0.9)
Net pension financing charge (0.1) (0.4)
Unwind of discount (0.3) (0.1)
Change in fair value of derivative financial instruments and related debt (0.3) (0.5)
adjustments
Foreign exchange on inter-company and external balances where hedge accounting 0.5 (0.1)
is not applied
Total finance costs (19.3) (11.9)
Finance costs relating to the acquisition of Bakkavor (Note 5) (1.6) -
Total finance costs including exceptional items (20.9) (11.9)
7. Taxation
Interim period tax is accrued using the tax rate that is estimated to be
applicable to expected total earnings in the financial year based on tax rates
that were enacted or substantively enacted for the period to September 2026.
The charge for the period includes £10.0m on profits before exceptional
costs, which is offset by a tax credit for exceptional costs of £8.5m, giving
an overall charge of £1.5m for the half year period.
The adjusted effective tax rate from continuing operations ('adjusted ETR')
applicable for the period ended 27 March 2026 is 24% (H1 25: 24%) when
adjusted for the change in fair value of derivative financial instruments and
related debt instruments, amortisation of acquisition related intangibles and
exceptional items.
The tax forecasts are based on the rates chargeable in each jurisdiction in
which the Group operates during the period. The Group does not anticipate a
material Pillar Two top up tax being payable in respect of the year ended 25
September 2026.
8. Dividends paid
A final dividend of 2.6 pence per share amounting to £11.5m was paid in
respect of the year ended 26 September 2025.
9. Earnings per Ordinary share
The calculation of earnings per Ordinary share is based on earnings after tax
and the weighted average number of Ordinary shares in issue during the period.
For diluted earnings per share, the weighted average number of Ordinary shares
in issue is adjusted to assume conversion of all potentially dilutive Ordinary
shares.
Numerator for earnings per share calculations
Half year Half year
2026
2025
£m £m
(Loss)/profit from continuing operations (34.8) 19.8
Profit from discontinued operations 4.0 -
(Loss)/profit attributable to equity holders of the Company (30.8) 19.8
Denominator for earnings per share calculations
Half year Half year
2026
2025
'000 '000
Shares in issue at the beginning of the period 442,709 449,386
Effect of shares held by Employee Benefit Trust (7,478) (8,749)
Effect of share buyback and cancellation in the period - (4,902)
Effect of shares issued in the period 132,907 267
Weighted average number of Ordinary Shares in issue during the financial 568,138 436,002
period
Dilutive effect of share options 14,211 12,055
Weighted average number of Ordinary Shares for diluted earnings per share 582,349 448,057
A total of 10,988,579 (March 2025: 13,062,470) 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 27 March 2026.
Earnings per Ordinary share calculations
Half year Half year Half year Half year
2026
2026
2026
2025
Continuing operations Discontinued operations Total Total
Pence Pence Pence pence
Earnings per Ordinary share (6.1) 0.7 (5.4) 4.5
Diluted earnings per Ordinary share* (6.1) 0.7 (5.4) 4.4
*Potential Ordinary shares are treated as diluted only when they decrease
earning per share or increase loss per share
10. Goodwill
Half Year
2026
£m
Balance as 26 September 2025 447.3
Acquisition of Bakkavor (note 2) 733.7
At 27 March 2026 1,181.0
There were no impairment indicators of goodwill at 27 March 2026.
11. Intangible assets, Property, plant and equipment, Right-of-use
assets and Capital expenditure commitments
Intangible assets, Property, plant and equipment, Right-of-use assets all
increased significantly during the period arising from the acquisition of the
Bakkavor (note 2).
Intangible assets
During the six-month period to 27 March 2026, intangible assets increased by
£937.5m to £943.0m. The increase primarily related to intangible assets
arising on the acquisition of the Bakkavor Group of £949.8m (note 2), with a
further £2.0m relating to separate intangible asset additions. Amortisation
charges in the period were £14.3m with £13.0m relating to the amortisation
of acquisition related intangible assets (H1 25: £1.5m) and £1.3m relating
to the amortisation of computer software and other intangibles (H1 25:
£0.9m).
Property, plant and equipment
During the six-month period to 27 March 2026, property plant and equipment
increased by £318.3m. This increase related to property, plant and equipment
acquired as a result of the acquisition of the Bakkavor £338.5m with £18.4m
of underlying capital expenditure in the period. The increase in capital
expenditure was offset by depreciation of £26.8m, impairment charges of
£0.3m and assets disposed of in connection with the sale of the Bristol site.
Right-of-use assets
During the six-month period to 27 March 2026, right-of-use assets increased by
£61.4m. This increase was driven by leases acquired as a result of the
acquisition of the Bakkavor with £68.0m of right of use assets recognised,
with a £5.3m relating to further additions in the period. This increase was
offset by depreciation charges of £9.8m and disposals of £2.1m.
Capital expenditure commitments
At 27 March 2026, the Group had capital expenditure commitments that had been
contracted but not yet provided for amounting to £16.1m (H1 25: £12.2m).
12. Asset held for sale
The Group has presented the US operations as held for sale.
The result for the US operations is presented as a profit from discontinued
operations net of tax and amounted to £4.0m. The profit before tax was £5.5m
with tax of £1.5m.
As at 27 March 2026, the US operations comprised assets of £182.4m, and
liabilities of £56.1m, detailed as follows.
£m
Goodwill 46.7
Intangible assets 0.3
Property, plant and equipment and right-of use assets 76.6
Cash 11.1
Inventory 11.0
Deferred tax 16.6
Trade and other receivables 20.1
Assets 182.4
Trade and other payables (29.2)
Lease liabilities (20.4)
Provisions (6.5)
Liabilities directly associated with the assets held for sale (56.1)
13. Equity share capital
Share capital and share premium
Issued capital as at 27 March 2026 amounted to £8.0m (26 September 2025:
£4.4m). In the half year to 27 March 2026, 360,231,087 ordinary shares were
issued in connection with the acquisition of Bakkavor Group plc, with a
nominal value of £3.6m and share premium of £987.0m.
593,391 shares (H1 25: 416,297) granted under the Group's ShareSave scheme
were exercised with a nominal value of £0.006m (H1 25: £0.004m) and share
premium of £0.6m (H1 25: £0.4m).
Own share reserve
Pursuant to the terms of the Employee Benefit Trust 6,632,111 shares were
purchased during the half year ended 27 March 2026 for a cash cost of £16.7m,
of which £1.7m had been transferred in the prior period but had not been
transacted.
Pursuant to the Annual Bonus Plan, Restricted Share Plan and the Performance
Share Plan the Trustees of the plans utilised dividend income of £0.1m to
acquire 19,414 shares in Greencore. During the period, 7,322,485 shares with a
cash cost of £12.7m were transferred to beneficiaries of the Annual Bonus
Plan, Restricted Share Plan, Employee Share Incentive Plan and the Performance
Share Plan.
In the prior financial half year period, pursuant to the Annual Bonus Plan,
Restricted Share Plan and the Performance Share Plan the Trustees of the plans
utilised dividend income of £0.1m to acquire 47,205 shares. During H1 25,
1,454,350 shares with a cash cost of £1.2m were transferred to beneficiaries
of the Annual Bonus Plan, Restricted Share Plan, Employee Share Incentive Plan
and the Performance Share Plan.
14. Cash and cash equivalents and bank overdrafts
For the purposes of the Condensed Group Statement of Cash Flows, cash and cash
equivalents and bank overdrafts are presented net as follows:
March September 2025 March
2026
2025
£m £m £m
Cash at bank and in hand 197.7 81.8 87.9
Bank overdraft (Note 15) (151.7) (30.7) (66.0)
Cash held within Group classified as held for sale (note 12) 11.1 - -
Total cash and cash equivalents and bank overdrafts 57.1 51.1 21.9
15. Borrowings
March September 2025 March
2026
2025
£m £m £m
Current
Bank overdrafts (151.7) (30.7) (66.0)
Bank borrowings (173.8) (50.0) (49.9)
Asset financing (6.9) - -
Private placement notes (15.0) (14.9) (15.3)
Total current borrowings (347.4) (95.6) (131.2)
Non-current
Bank borrowings (665.4) (56.3) (77.6)
Asset financing (13.6) - -
Private placement notes - - (15.3)
Total non-current borrowings (679.0) (56.3) (92.9)
Total borrowings (1,026.4) (151.9) (224.1)
The maturity profile of the Group's borrowings is as follows:
March September 2025 March
2026
2025
£m £m £m
Less than 1 year (347.4) (95.6) (131.2)
Between 1 and 2 years (13.6) - (15.3)
Between 2 and 5 years (665.4) (56.3) (77.6)
(1,026.4) (151.9) (224.1)
Bank borrowings
The Group's bank borrowings had maturities ranging from January 2027 to
November 2030. The Group has £330.0m (September 2025: £290.0m) of undrawn
committed bank facilities in respect of which all conditions precedent had
been met.
Uncommitted facilities undrawn at 27 March 2026 amounted to £5.0m (September
2025: £5.0m).
Private placement notes
The Private placement notes comprised of £15.0m (denominated as $14.0m and
£4.5m) at 27 March 2026 (September 2025: £14.9m, denominated as $14.0m and
£4.5m). These were issued as fixed rate debt in June 2016 ($55.9m and
£18.0m) with a final maturity date in June 2026 and therefore are presented
as current liabilities.
In December of 2018, the Group entered into cross-currency interest rate 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.
Drawn and undrawn borrowings facilities
The table below sets out the split between drawn and undrawn borrowings
amounts as at 27 March 2026:
Maturity dates Net borrowings Mar-26 Undrawn committed bank facilities Total facilities available
£m £m £m
Bank Borrowings* Jan-27 - Nov-30 (845.0) (330.0) (1,175.0)
Asset financing Aug 26 - Aug-28 (20.5) - (20.5)
Private Placement Notes* Jun-26 (15.0) - (15.0)
Total (880.5) (330.0) (1,210.5)
*excludes capitalised finance fees
Fair Value of financial instruments at amortised cost
The table below sets out the carrying amount and fair value of the borrowings.
It is considered that the carrying amounts of other financial assets and
financial liabilities recognised at amortised cost in the condensed
consolidated interim financial statements approximate their fair values:
March 2026 September 2025 March 2025
Carrying amount Fair Carrying amount Fair Carrying amount Fair
Value Value Value
£m £m £m £m £m £m
Bank borrowings** (839.2) (841.7) (106.3) (106.3) (127.5) (127.4)
Asset financing (20.5) (20.5) - - - -
Private Placement Notes (15.0) (15.0) (14.9) (14.9) (30.6) (30.3)
**excludes bank overdrafts
16. Derivative financial instruments
Derivative financial instruments recognised as assets and liabilities in the
statement of financial position as follows:
March 2026 September 2025 March 2025
£m £m £m
Non-current
Assets carried at fair value
Interest rate swaps - cash flow hedges 7.9 - -
7.9 - -
Current
Assets carried at fair value
Interest rate swaps - not designated as cash flow hedges - 0.1 -
Forward foreign exchange contracts - not designated as hedges 0.3 - -
0.3 0.1 -
Non-current
Liabilities carried at fair value
Interest rate swaps - cash flow hedges - (0.1) -
Cross-currency swaps - cash flow hedges - - (0.2)
- (0.1) (0.2)
Current
Liabilities carried at fair value
Interest rate swaps - cash flow hedges - (0.1) (0.2)
Forward foreign exchange contracts - not designated as hedges (0.7) - -
Cross-currency swaps - cash flow hedges (0.6) (0.7) (0.3)
(1.3) (0.8) (0.5)
Total 6.9 (0.8) (0.7)
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.
The valuation of derivatives is based on level 2 of the fair value hierarchy.
Relying on inputs, other than unadjusted quoted prices that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
17. Supplier Finance Arrangements
During the half year, the group entered into a supplier finance arrangement
and, following the Bakkavor acquisition, continued to operate an existing
supplier finance arrangement in place within Bakkavor. At 27 March 2026,
suppliers have drawn down £41.5m of the amount available from the finance
providers. Suppliers who are part of the arrangement have payment dates of
between 90 and 120 days and the arrangements offer the suppliers the option to
receive early payment for a financing fee. The Group settles the invoice in
full with the finance provider on the due date. The balance of £41.5m is
classified as trade payables, and the related payments as cash flows from
operating activities, since the original obligation to the supplier remains
and has not been replaced with a new obligation to the bank.
18. Provisions
Half year
March 2026
£m
At beginning of financial period 12.3
Acquisition of Bakkavor (note 2) 25.2
Utilised in financial period (0.4)
Released in the financial period (1.5)
Unwind of discount to present value in the financial period 0.1
At end of period 35.7
March September
2026 2025
£m £m
Analysed as:
Non-current liabilities 21.3 8.6
Current liabilities 14.4 3.7
35.7 12.3
19. Retirement benefit obligations
The Group operates defined contribution pension schemes in all of its main
operating locations. The Group also has legacy defined benefit schemes, as
described below.
Legacy defined benefit pension schemes
Greencore
Throughout the period, Greencore 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 defined benefit schemes were closed to
future accrual on 31 December 2009.
During 2025, the Group engaged with the Trustees to initiate a plan to wind up
its Irish funded legacy defined benefit scheme, and a formal agreement was
signed on 30 January 2026, with a wind-up date of 31 March 2026. As a result
of the signing of the irrevocable agreement to wind-up the scheme, the Group
eliminated its obligations in relation to the scheme and derecognised the
scheme assets and liabilities from the Statement of Financial Position at 27
March 2026. This gave rise to a settlement loss of £5.9m plus £1.0m fees and
the recognition of a receivable within trade and other receivables of £3.9m
being the expected amount receivable from the scheme.
Bakkavor scheme
The Bakkavor Pension Scheme ("the Pension Scheme"), which is a funded defined
benefit scheme that provides benefits on a final salary basis, was closed to
future accrual in March 2011. Following a detailed process that included the
agreement of a price lock portfolio on 9 February 2026, the Trustees of the
Pension Scheme signed a buy-in contract with an insurance provider to
substantially reduce risk within the scheme. The buy-in impacted the
recognition of the present value of the economic benefits available to the
Group and therefore has been reflected in the measurement of the scheme assets
at 27 March 2026 with £10.6m of a retirement benefit asset recognised.
Defined benefit schemes
The Projected Unit Credit actuarial cost method has been employed in
determining the present value of the defined benefit pension obligation and,
where applicable, the current service cost, past service cost and settlement
loss.
The defined benefit pension schemes are closed to future accrual. Scheme
assets in the funded scheme 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 respective boards of Trustees and/or the Company.
In consultation with the independent actuaries to the schemes, the valuation
of pension obligations have 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
£5.0m at 26 September 2025 to a net liability of £1.5m at 27 March 2026.
This movement was primarily driven by: - the derecognition of the Irish legacy
funded defined benefit scheme £9.8m; the recognition of the Bakkavor funded
scheme £15.3m; an actuarial loss of £1.5m, offset by contributions paid to
the UK schemes.
The principal actuarial assumptions are as follows:
March September
2026
2025
UK Ireland UK Ireland
Rate of increase in pension payments * 3.10% 1.50% 2.85% 1.50%
Discount rate 6.20% 4.20% 6.00% 3.80%
Inflation rate ** 3.30% 2.20% 3.00% 1.90%
* The pension 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 assumptions 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.
The financial position of the schemes was as follows:
March 2026 September 2025
UK Irish Schemes Total UK Irish Schemes Total
Schemes
Schemes
£m £m £m £m £m £m
Fair value of plan assets 332.6 - 332.6 171.7 124.5 296.2
Present value of scheme liabilities (333.4) (0.7) (334.1) (186.4) (114.8) (301.2)
(Deficit)/surplus in schemes (0.8) (0.7) (1.5) (14.7) 9.7 (5.0)
Deferred tax asset/(liability) 0.2 0.1 0.3 3.7 (1.4) 2.3
Net (liability)/asset at end of the period (0.6) (0.6) (1.2) (11.0) 8.3 (2.7)
Presented as:
Retirement benefit asset *** 10.6 - 10.6 - 10.4 10.4
Retirement benefit obligation (11.4) (0.7) (12.1) (14.7) (0.7) (15.4)
*** The value of a net pension benefit asset is the value of any amount the
Group reasonably expects to recover by way of refund of surplus from the
remaining assets of a plan at the end of the plan's life.
During the period, the Group put a financial instrument in the amount of
£4.5m in place in favour of the Trustees of Greencore's legacy Irish defined
benefit pension scheme.
20. Contingencies
Greencore Group plc (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. These
guarantee contracts are treated 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.
The Group from time to time, and in the normal course of business provide
letters of credit ('LoCs'), of which £4.6m were in place at 27 March 2026
(September 2025: £4.2m).
21. Related party transactions
On 16 January 2026, Greencore completed the acquisition of Bakkavor (note 2)
which resulted in the identification of a number of new related parties of the
Group since the FY25 Annual Report as follows:
(i) From the date of completion of the acquisition, Bakkavor and
its subsidiaries became subsidiaries and therefore related parties of the
Greencore Group. Transactions between Bakkavor and Greencore and their
subsidiaries are eliminated on consolidation from the date of acquisition and
therefore do not have a material impact on the financial position or
performance of the Group in the period ended 27 March 2026.
(ii) The Group's board of directors and key management personnel
also changed with Agust Gudmundsson and Lydur Gudmundson, who were existing
directors of Bakkavor, both joining the Board of Directors of Greencore Group
plc.
Other than as described above, there have been no material changes to related
parties or material transactions with related parties in the six-month period.
22. Information
Copies of the Interim Financial Report are available for download from the
Group's website at www.greencore.com.
APPENDIX: ALTERNATIVE PERFORMANCE MEASURES
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. The Group has presented its UK operations as continuing operations in
the Condensed Group Income Statement. The following APMs are presented on a
continuing operations basis: Pro Forma Revenue Growth, Adjusted EBITDA,
Adjusted Operating Profit and Adjusted Operating Margin, Pro Forma Adjusted
Operating Profit Growth and Margin, Adjusted Profit before Tax ('Adjusted
PBT'), Free Cash Flow, Free Cash Flow Conversion, Return on Invested Capital
('ROIC'), and Adjusted Return on Invested Capital ('ROIC'). Adjusted Basic
Earnings per Share, Maintenance and Strategic Capital Expenditure, Net Debt,
Net Debt excluding lease liabilities are presented on a total Group basis.
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.
CHANGES IN APMs IN THE FINANCIAL PERIOD
The Bakkavor acquisition took place on 16 January 2026, and the disposal of
the Bristol site occurred on 12 January 2026. The Group have included Pro
Forma Adjusted Operating Profit Growth and Pro Forma Adjusted Operating Profit
Margin as new APMs to provide a useful insight to the performance of the
enlarged Group following the acquisition of Bakkavor and disposal of Bristol
and so that consistent comparisons can be made year- on- year.
The Group has grown substantially in the half year through the acquisition on
Bakkavor. The Group have included Adjusted 'ROIC' to exclude the Goodwill
arising from the acquisition of Bakkavor. The inclusion of goodwill inflates
the invested capital base. By excluding the goodwill, the Group can provide
clarity on the underlying return generated by the business.
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 half year FY26
For comparison purposes half year 2025 Group Revenue is adjusted in the tables
below to include Bakkavor for an equivalent period in H1 2025 and exclude
Bristol as if it was disposed on 12 January 2025.
Half year 2026 Group Revenue Half year 2025 Half year 2025 Group Revenue Growth
Group Revenue
Half year 2026 Group Revenue Growth
£m £m % %
Reported revenue 1,318.0 922.0 43.0% 6.5%
Adjustments
Impact of acquisition - 365.0
Impact of disposal - (10.2)
Pro Forma Revenue Growth (%) 1,318.0 1,276.8 3.2% 6.5%
PRO FORMA REVENUE GROWTH
The table below shows the Pro Forma Revenue Growth split by Food for Now and
Food for Later:
Half year Half year
2026 2025
Food for Now Food for Later Food for Now Food for Later
categories
categories
categories categories
£m £m £m £m
Reported revenue 730.8 587.2 611.4 310.6
Pro Forma adjustments to H1 FY25
Impact of acquisition - - 82.7 282.3
Impact of disposal - - - (10.2)
Pro Forma Revenue 730.8 587.2 694.1 582.7
Reported Revenue Growth (%) 19.5% 89.1%
Pro Forma Revenue Growth (%) 5.3% 0.8%
During the period, following the acquisition, 'Food to Go' has been renamed
'Food for Now' and 'Other convenience Foods' has been renamed 'Food for Later'
to better describe its product categories.
Pro Forma Revenue Growth half year FY25
For half year FY25 Pro Forma Revenue Growth is equal to the reported revenue
growth of 6.5%, as there were no adjusting events occurring in the prior
financial period. Category growth was 5.6% for Food for Now and 8.1% for Food
for Later.
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 from
continuing operations. 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 from continuing operations.
The following table sets forth a reconciliation from the Group's Profit from
continuing operations for the financial period to Adjusted Operating Profit,
Adjusted EBITDA and Adjusted Operating Margin.
Half year 2026 Half Year
2025
£m £m
(Loss)/ Profit for the financial period-continuing operations (34.8) 19.8
Taxation ((A)) 1.5 6.9
Net finance costs ((B)) 19.9 11.4
Group Operating Profit (13.4) 38.1
Exceptional items (excluding finance costs) 73.7 5.6
Amortisation of acquisition-related intangibles 13.0 1.5
Adjusted Operating Profit 73.3 45.2
Depreciation and amortisation ((C)) 37.9 27.9
Adjusted EBITDA 111.2 73.1
Adjusted Operating Margin (%) 5.6% 4.9%
(A) Includes tax credit on exceptional items of £8.5m (H1 25: £0.9m)
(B) Finance costs less finance income
(C) Excludes amortisation of acquisition-related intangibles
PRO FORMA ADJUSTED OPERATING PROFIT GROWTH AND ADJUSTED OPERATING MARGIN
For comparison purposes half year 2025 Group operating profit is adjusted in
the tables below to include Bakkavor for an equivalent period in H1 2025 and
exclude Bristol as if it was disposed of on 12 January 2025.
Half Year Half year 2025
2026
£m £m
Adjusted Operating Profit 73.3 45.2
Impact of acquisition - 19.6
Impact of disposal - (1.2)
Pro Forma Adjusted Operating Profit 73.3 63.6
Pro Forma Adjusted Operating Margin (%) 5.6% 5.0%
Growth in Pro Forma Adjusted Operating Profit (%) 15.3%
ADJUSTED PROFIT BEFORE TAX
Adjusted Profit Before Tax ('Adjusted PBT') is used as a measure by the Group
to measure overall performance before associated tax and other specific items.
The Group calculates Adjusted PBT as profit before taxation, and before
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 on the fair value of
derivative financial instruments and related debt adjustments.
The following table sets out the calculation of Adjusted PBT:
Half year Half year
2026
2025
£m £m
(Loss)/ Profit before taxation - continuing operations (33.3) 26.7
Exceptional items 75.3 5.6
Pension finance items 0.1 0.4
Amortisation of acquisition-related intangibles 13.0 1.5
FX and fair value movements ((A)) (0.2) 0.6
Adjusted Profit Before Tax 54.9 34.8
(A) FX on inter-company and 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's 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 and related debt
adjustments, 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 period, 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 Company to its Adjusted Earnings for the
financial periods indicated.
Half year Half year
2025
2024
£m £m
(Loss)/ Profit attributable to equity holders of the Company (30.8) 19.8
Exceptional items (net of tax) 66.8 4.7
FX effect on inter-company and external balances where hedge accounting is not (0.5) 0.1
applied
Movement in fair value of derivative financial instruments and related debt 0.3 0.5
adjustments
Amortisation of acquisition related intangible assets (net of tax) 9.8 1.1
Pension financing (net of tax) 0.1 0.3
Adjusted Earnings 45.7 26.5
Half year Half year
2026
2025
'000 '000
Weighted average number of ordinary shares in issue during the financial
period
568,138 436,002
Pence Pence
Adjusted Basic Earnings Per Share 8.0 6.1
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 cash outflow for
the purchase of property, plant and equipment and purchase of intangible
assets between Strategic Capital Expenditure and Maintenance Capital
Expenditure:
Half year 2026 Half year 2025
£m £m
Purchase of property, plant and equipment 20.0 17.9
Purchase of intangible assets 1.0 0.5
Net cash outflow from capital expenditure 21.0 18.4
Strategic Capital Expenditure 6.5 6.3
Maintenance Capital Expenditure 14.5 12.1
Net cash outflow from capital expenditure 21.0 18.4
FREE CASH FLOW
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/outflow from
operating and investing activities before Strategic Capital Expenditure,
acquisition and disposal of undertakings and adjusting for lease payments.
The following table sets forth a reconciliation from the Group's net cash
outflow from operating and investing activities to Free Cash Flow:
Half year 2026 Half year 2025
£m £m
Net cash (outflow)/inflow from operating activities (49.0) 56.8
Net cash outflow from investing activities (487.6) (18.4)
Net cash inflow within Asset held for sale (1.7) -
Net cash (outflow)/inflow from operating and investing activities (538.3) 38.4
Purchase of Investment, net of cash acquired 481.5 -
Disposal of Investment (14.9) -
Strategic Capital Expenditure 6.5 6.3
Repayment of lease liabilities (10.8) (6.9)
Free Cash Flow (76.0) 37.8
FREE CASH FLOW CONVERSION
The Group uses Free Cash Flow Conversion to measure the Group's ability to
convert operating profits into free cash flow.
The Group calculates Free Cash Flow Conversion as Free Cash Flow divided by
Adjusted EBITDA. This is calculated on a 12- month basis. The following table
sets out the calculation of Free Cash Flow Conversion:
12 months to 12 months to
March 2026
March 2025
£m £m
Free Cash Flow ((A)) 6.7 134.4
Adjusted EBITDA ((B)) 219.3 170.9
Free Cash Flow Conversion (%) ((C)) 3.1% 78.6%
(A) Free Cash Flow inflow for H2 25 and H2 24 was £82.7m and £96.6m
respectively
(B) Adjusted EBITDA for H2 25 and H2 24 was £108.1m and £97.8m
respectively
(C) Free Cash Flow Conversion at 26 September 2025 was 66.5%
NET DEBT AND NET DEBT EXCLUDING LEASE LIABILITIES
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 following table sets out the calculation of Net Debt and Net Debt
excluding lease liabilities:
March September March
2026
2025
2025
£m £m £m
Cash and cash equivalents and bank overdrafts 57.1 51.1 21.9
Bank borrowings (839.2) (106.3) (127.5)
Asset financing (20.5) - -
Private placement notes (15.0) (14.9) (30.6)
Net debt excluding lease liabilities (817.6) (70.1) (136.2)
Lease liabilities (121.2) (55.8) (51.7)
Lease liabilities recognised within asset held for sale (note 12) (20.4) - -
Net Debt (959.2) (125.9) (187.9)
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, net assets presented as held for sale, 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 adjusted 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 tables sets forth the calculation of net operating profit after
tax ('NOPAT') and invested capital used in the calculation of ROIC for the
financial periods ending 27 March 2026 and 28 March 2025.
12 months to 12 months to
March 2026
March 2025
£m £m
Adjusted Operating Profit 153.8 114.4
Taxation at the effective tax rate ((A)) (36.9) (26.0)
Group NOPAT 116.9 88.4
Half year Half year
2026
2025
£m
£m
Invested Capital
Total assets 3,821.4 1,225.1
Total liabilities (2,387.4) (772.8)
Net Debt ((B)) 949.9 187.9
Net assets held for sale (note 12) (126.3) -
Derivative financial instruments not designated as fair value hedges (6.9) 0.7
Retirement benefit obligation (net of deferred tax asset) 1.2 7.2
Invested Capital for the Group ((C)) 2,251.9 648.1
Average Invested Capital for ROIC calculation for the Group 1,450.0 677.2
ROIC (%) for the Group ((D)) 8.1% 13.1%
(A) The adjusted effective tax rates for the financial period ended 27
March 2026 and 26 September 2025, were 24% and 24% respectively
(B) Net Debt excludes the net debt and lease liabilities associated with
the net assets held for sale as they are presented within the net assets held
for sale line above.
(C) The invested capital for the Group in March 2024 was £706.2m
(D) ROIC at 26 September 2025 was 15.0%
ADJUSTED RETURN ON INVESTED CAPITAL - ADJUSTED ('ROIC')
The Group has grown substantially in the half year through the acquisition on
Bakkavor. By excluding the goodwill, the Group can reflect the underlying
return generated by the business. Adjusted Invested Capital is calculated as
net assets (total assets less total liabilities) excluding the carrying amount
of Goodwill from the Bakkavor acquisition, Net Debt, net assets presented as
held for sale, the carrying value of derivatives 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 Adjusted ROIC as Net Adjusted Operating Profit After Tax
('NOPAT') divided by average invested capital, adjusted to remove goodwill
acquired in the period. 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 forth the calculation of net operating profit after
tax ('NOPAT') and adjusted invested capital used in the calculation of ROIC
for the financial periods ending 27 March 2026 and 28 March 2025.
Half year Half year
2026
2025
£m
£m
Invested Capital for the Group 2,251.9 648.1
Goodwill (733.7) -
Adjusted invested Capital for the Group 1,518.2 648.1
Adjusted average Invested Capital for ROIC calculation for the Group 1,083.2 677.2
Adjusted ROIC (%) for the Group 10.8% 13.1%
APPENDIX: PRINCIPAL RISKS AND UNCERTAINTIES
The Group has a mature and embedded Enterprise Risk Management (ERM)
framework, which continues to be further strengthened. A comprehensive and
robust risk strategy, process, and governance structure supports the Group's
risk culture, delivers value-add insights, and enables risk-informed
decision-making.
The Group's Principal Risks and Uncertainties are formally reviewed by the
Executive Risk Oversight Committee and reported to the Audit and Risk
Committee. The Group risk profile is dynamic and has been reviewed following
the completion of the acquisition of Bakkavor.
The Group acknowledges increasing volatility and uncertainty in the external
landscape and monitors this external context closely. The Group is confident
that strong and agile commercial and operational arrangements provide
effective mitigation and resilience to such challenges.
Principal risks and uncertainties faced by the Group are summarised below. New
and updated risks are AI Adoption, Strategic Growth, Delivery of Change and
Transformation, Supply Chain Resilience, Operational Transformation and
Culture and Capability.
Strategic
Strategic Growth: The Group has an ambitious growth ambition. Market
conditions, evolving consumer preferences, or insufficient opportunity and
execution capability for future M&A, may constrain the Group's ability to
deliver such growth, which could reduce long-term Group prospects and
performance.
Integration: Integrating the Bakkavor business into the Group is a complex and
multi-dimensional programme. Ineffective planning, phasing, or execution could
lead to an unsuccessful integration, impeding the delivery of anticipated
benefits or disrupting ongoing business performance.
Sustainability: The Group's 'Better Future Plan' is a key part of the Group's
strategy and is important to its stakeholders. The Group will need to renew
the sustainability strategy for the combined business in the context of
evolving regulatory requirements and the need for aligned governance and data,
whilst simultaneously maintaining momentum in delivery against our ambitions.
Failing to deliver on our commitments could impact the future success of the
Group and cause reputational damage.
Delivery of Change and Transformation: Successful delivery of major
transformation programmes, including Making Business Easier and Project
Vision, remains critical to improving systems, processes and ways of working.
Insufficient capability, capacity, change management, or governance may result
in a failure to successfully deliver the scope, scale and ambition of major
transformation initiatives, which could reduce long term Group performance.
AI Adoption: The Group recognises both the risk and opportunity associated
with AI adoption across its operations and value chain. Uncontrolled or
insufficiently governed adoption of AI tools may expose the Group to
heightened security risk, whilst a failure to harness AI effectively across
the value chain may constrain transformation benefits and leave the Group at a
competitive disadvantage relative to peers.
Commercial
Competitor activity: 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.
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 the possible loss of key customers and
significant volumes, which could adversely affect the Group's financial
performance.
Supply Chain Resilience: The Group maintains a broad supply base and strong
supplier relationships. Nonetheless, increasing geopolitical instability,
climate volatility and extreme weather events, together with growing reliance
on agricultural supply chains, may undermine the long-term resilience and
security of key raw material supply. This could result in the potential for
significant shortages or increased costs, affecting the ability to satisfy
customer demand and adversely impacting the Group's financial performance.
Operational
Cyber Security: The cyber threat landscape is complex and constantly evolving.
In common with all large organisations with a significant digital footprint,
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.
IT Systems Stability: The Group relies heavily on information technology to
support the business. Failure to maintain stable and resilient IT systems may
lead to system outages and business interruption. This could disrupt critical
operations, impact customer service, and result in financial loss and
reputational damage to the Group.
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.
Operational Transformation: The Group operates a large, complex, and diverse
manufacturing footprint, with a reliance on a large workforce across its
production processes, and recognises the need to continually evolve and
transform its operational network to supports it strategy and to remain
efficient. A failure to effectively deliver transformation at the scale and
pace required could result in reduced competitiveness and profitability, and
constraints on the delivery of the Group's strategic and financial objectives,
with potential adverse impacts on customer service and relationships.
Environment: Inadequate management and monitoring of the impact of the Group's
significant manufacturing operations on the environment may, directly or
indirectly, result in environmental harm such as pollution, waste, water
contamination, or biodiversity loss, which could lead to business disruption
and cause financial and reputational damage to the Group.
People
Recruitment, Retention & Performance: The Group recognises that its people
are its greatest asset. Through a period of heightened change, a failure to
retain key talent, maintain broader employee engagement, or successfully
recruit required skillsets may lead to knowledge loss, skills gaps, reduced
operational capacity and potential business disruption.
Culture and Capability: The Group recognises that continued growth and
transformation depend on the evolution of its culture and workforce
capabilities. Failure to establish and sustain the culture, skills and talent
required for the future may impede the successful delivery of the Group's
growth and expansion ambitions and the effective transformation of the
business.
Health and Safety: The nature of the Group's operations expose colleagues to
inherent risk, requiring robust management and controls systems. and as such
making strong health and safety management essential. Ensuring the health and
safety of our colleagues is of paramount importance at Greencore, but without
effective management, robust monitoring, an effective culture of safety, and
continuous improvement, these risks could result in accidents leading to harm
to individuals as well as reputational and potential financial damage.
Legal and Compliance
Regulatory Compliance: The Group's activities are subject to a complex and
constantly evolving regulatory landscape. Failure to comply with such
regulations and to enforce an effective internal control environment, may lead
to serious operational, financial, reputational and/or legal risk.
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