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REG - Hilton Food Grp Plc - Preliminary Results

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RNS Number : 7172Y  Hilton Food Group PLC  31 March 2026

 

31 March 2026

Hilton Food Group plc Preliminary Results and Strategic Update

for the 52 weeks ended 28 December 2025

·    Resilient performance from core businesses in 2025; adjusted profit
before tax (PBT)(3) including discontinued operations of £73.2m within
expected range, adjusted PBT from continuing operations(3) of £69.0m.

·    2026 outlook unchanged since January 2026 Trading Update; adjusted
PBT(3) expected to be in the range £60m to £65m.

·    Strategic review completed; future growth and investment focus on
core meat businesses; improvement plans being implemented for Seachill, Foppen
and Dalco, increasing strategic options.

Mark Allen OBE, Hilton Foods Executive Chairman:

"Our core retail meat offering is a resilient business. Despite continued raw
material inflation, the strength of our customer relationships and consistent
delivery has underpinned our performance. Inflation has more materially
impacted demand and profitability in Seachill. We continue to address
challenges in Foppen and Dalco. Overall, we remain confident in our outlook
for 2026.

"Our strategic review outlines a clear plan to focus the business on its core
capabilities and strengthens our confidence in delivering sustainable
long-term growth. We are executing improvement plans in Seachill, Foppen and
Dalco, businesses that have limited synergy with the Group's core
capabilities, to increase strategic optionality.

"Growth will be driven by our core meat and fresh prepared food businesses.
This is underpinned by well-invested facilities and long-term partnerships.
Our strategic investments in Canada and Saudi Arabia remain on schedule. These
are expected to contribute from 2027. Our strong balance sheet provides
capacity to invest for growth in a disciplined way. Importantly we remain
committed to our progressive dividend policy.

"Since becoming Executive Chair, I have been impressed by the commitment of
our people to deliver for our customers. With a clear strategy, and
strengthened leadership structure in place to execute this, I am excited about
the Company's future."

Financial summary

 

                                               2025               2024               Change
                                               52 weeks to        52 weeks to        Reported  Constant currency

                                               28 December 2025   29 December 2024

 Volume (tonnes) (1, 2)                        523,379            522,457            0.2%      0.2%
 Revenue from continuing operations (2)        £4,214.6m          £3,821.4m          10.3%     11.9%
 Adjusted operating profit (3)                 £99.3m             £104.7m            -5.2%     -4.4%
 Adjusted operating profit (cont ops) (2, 3)   £95.1m             £99.1m             -4.0%     -3.2%
 Adjusted profit before tax (3)                £73.2m             £76.1m             -3.8%
                                                                                               -2.8%
 Adjusted profit before tax (cont ops) (2, 3)  £69.0m             £70.5m             -2.1%     -1.0%
 Adjusted basic earnings per share (3)         56.0p              61.0p              -8.2%     -7.4%

 Statutory operating profit (cont ops) (2)     £90.2m             £94.9m             -5.0%
 Statutory profit before tax (cont ops) (2)    £56.1m             £57.4m             -2.3%
 Statutory basic earnings per share (EPS)      87.8p              43.7p              100.9%

 Free cash flow (3)                            £53.6m             £62.2m             -13.8%
 Net bank debt (3)                             £126.7m            £131.4m            -3.6%
 Return on Capital Employed (ROCE) (3)         20.1%              21.7%              -1.6ppt
 Full period dividend per share                35.0p              34.5p              1.4%

Notes

1    Volume includes 50% share of the Portuguese joint venture activities.

2    Excludes Fairfax Meadow, which following its sale in September 2025
has been classified as a discontinued operation. 2024 restated accordingly.

3    Hilton Foods uses Alternative Performance Measures (APMs) to monitor
the underlying performance of the Group which are detailed in note 18 and the
Glossary. Management considers that APMs, in addition to statutory metrics,
provide useful information on business performance which enables management to
monitor and manage the business day-to-day.

 

2025 performance

·   Volume increase of 0.2% reflecting resilient performance from core
retail meat and fresh prepared food against a highly inflationary backdrop,
offsetting volume impact of challenging conditions for Seachill (our UK
seafood business).

·   Revenue from continuing operations up 11.9% on a constant currency
basis reflecting the impact of high raw material inflation, most significantly
in the UK.

·   Adjusted profit before tax from continuing operations down 1.0% on a
constant currency basis, reflecting the impact of lower volumes on profit in
Seachill.

·   Statutory operating profit includes adjusting/exceptional costs of
£27.6m relating to the operating challenges caused by regulatory restrictions
on imports from our Foppen facility in Greece to the US. Total operating
profit, including discontinued operations, includes £66.5m gain on disposal
of Foods Connected and Fairfax Meadow.

·   Adjusted basic EPS down 7.4% on a constant currency basis, including an
increase in the tax rate to 30% which reflects a one-off true up of historic
capital allowances.

·   Free cash inflow of £53.6m (2024: £62.2m) includes impact of
inventory built in the UK in H1 to support seasonal demand, which partially
unwound in H2.

·   Net bank debt improved slightly to £126.7m (2024: £131.4m), with
period-end net bank debt to adjusted EBITDA unchanged at 0.9 times.

·   Proposed final dividend of 24.9p, taking the total dividend for 2025 to
35.0p (2024: 34.5p), reflecting the Board's commitment to a progressive
dividend policy and its confidence in the medium-term outlook.

·   Canada and Saudi Arabia projects remain on track; assessing plans to
invest up to £30m in Poland capacity expansion.

·   Contract extensions in Netherlands and Denmark, demonstrating strength
of existing customer relationships.

 

Strategic review completed

·   The strategic review has reinforced our conviction in the strength of
Hilton Foods' core meat operations. It has sharpened our thinking on where we
have genuine competitive advantage. The result is a clearer, more-focused
strategy built around three growth levers, disciplined capital allocation and
updated medium-term targets.

·   Hilton Foods is a high-quality international retailer partner with
structural strengths including long-term customer relationships and scalable
automated facilities.

·   Three levers to drive growth:

·    Maximise the core: Continue to benefit from our leadership position
in red meat, maintain structural advantages and drive efficiency and margin
improvement.

·    Enhance the mix:

o  Optimise the portfolio through improvement plans for Seachill, Foppen and
Dalco, businesses that have limited synergy with the Group's core
capabilities, to increase strategic optionality.

o  Scale value-added meat and fresh prepared foods in under-served markets
where we already have facilities and expand into higher margin categories.

·    Expand geographically: Replicate proven retailer partnership model
internationally, focusing on under-served and higher-growth markets and
scaling with anchor retail partners.

·   Refreshed capital allocation framework focused on disciplined
investment to enable sustainable growth and long-term value creation.

·    Maintain a strong balance sheet with 1-2x through cycle net bank
debt/adjusted EBITDA.

·    Core capital expenditure of between ~£45m-£55m per year.

·    Scope for incremental strategically aligned value-adding growth
investment to deliver step changes in capacity or geographic expansion.

·    Cash returns to shareholders underpinned by a continuing progressive
dividend policy.

·   Updated through-cycle medium-term targets.

·    Mid-single digit adjusted operating profit growth p.a. from existing
core operations and projects. Excludes benefit of any unidentified future
value-adding growth investments.

·    Cash conversion of ~100% on average.

·    Return on average capital employed of >20% through the cycle.

 

 

Current trading and outlook

2026 trading to date has been in line with our expectations, and we remain on
track to achieve 2026 adjusted profit before tax in the range £60m-£65m. The
expected reduction compared with 2025 largely reflects challenges in Seachill
and Foppen, while Dalco (our vegetarian and vegan business) is expected to
remain loss-making. We remain cautious on the broader inflationary environment
and mindful of potential impacts of the situation in the Middle East on our
activities. However, core volumes have held up well through the first quarter,
and we remain positive on the medium-term outlook.

Capital expenditure is expected to be around £100m in 2026, including core
capital expenditure in the range £50m-£55m, the remaining spend on our new
facility in Canada and the majority of the spend on our planned Poland
capacity expansion. We expect net bank debt to increase as a result, but to
remain well within our targeted net debt/adjusted EBITDA range of 1-2x.

We expect the Group effective adjusted tax rate to be around 28% in 2026 and
the average interest rate on borrowings to be around 5.5% in 2026, based on
current market rates.

Our confidence in the Group's longer-term prospects has been strengthened by
the clarity provided through our strategic review. While there are short-term
challenges, Hilton Foods' success is built on trusted partnerships,
operational excellence and disciplined execution. With a strengthened
leadership team and sharper strategic focus, we are well positioned to
navigate current headwinds and deliver sustainable long-term value for all
stakeholders.

A call for analysts and investors will be held on Tuesday 31 March at 08.30am
(UK time). For access to the live audio webcast, please register at the
following link:

 

https://eu01.l.antigena.com/l/kU1l2cdm66ryjBNi8r8SXHrBhaDmODPFbS9Hx5NYfKFCVWSV33Ztbgt1z1-zFYE-DCrX_zS~CJD4p8swEBEe4xkdjczFI8uNuvybpBUhRa6DjI5bydv7HEll0xxw56kV5xlpal2Lspk6zKoK~LMI4foDbzHw2WSqmWUX3hSY~qPNWLCW9eV
(https://eu01.l.antigena.com/l/kU1l2cdm66ryjBNi8r8SXHrBhaDmODPFbS9Hx5NYfKFCVWSV33Ztbgt1z1-zFYE-DCrX_zS~CJD4p8swEBEe4xkdjczFI8uNuvybpBUhRa6DjI5bydv7HEll0xxw56kV5xlpal2Lspk6zKoK~LMI4foDbzHw2WSqmWUX3hSY~qPNWLCW9eV)

 

Enquiries

 

Hilton Foods
 
Tel: +44 (0) 1480 387214

Mark Allen OBE, Executive Chair

Matt Osborne, Chief Financial Officer

Martyn Espley, Investor Relations Director

 

Headland Consultancy
Limited                               Tel: +44
(0) 20 3805 4822

Susanna
Voyle
Email: hiltonfood@headlandconsultancy.com

Will Smith

 

 

About Hilton Foods

Hilton Foods is the international red meat partner of choice, supplying
high-quality, affordable food products to the heart of the home in partnership
with leading grocery retailers. The Company delivers high-quality, affordable
and sustainable products through efficient, automated facilities, with a
strong focus on innovation and new product development.

We employ over 7,400 employees and operate 21 state-of-the-art facilities
(including JVs) and drive growth through maximising the core, enhancing the
mix and expanding geographically. We serve customers in 21 markets across
Europe, Asia Pacific and North America. Our business is built on long-term
partnerships with retailers, suppliers and colleagues which helps drive
international growth and create shared value.

 

Business Review

 

Overview

Against a backdrop of sustained input cost inflation, Hilton Foods delivered
resilient underlying performance from its core meat businesses in 2025. We saw
stable demand overall and seasonal peak trading was robust, highlighting the
strength of our customer partnerships. Overall volumes from continuing
operations were up 0.2%, and adjusted profit before tax from continuing
operations on a constant currency basis was down 1.0%, with the impact of high
input cost inflation on volumes and profit in Seachill (our UK seafood
business) only partially offset by underlying progress elsewhere in the Group.

Statutory profit before tax included significant costs related to the Foppen
smoked salmon business, with ongoing regulatory restrictions on exports from
Greece to the United States resulting in material stock write offs and
additional costs of delivery to customers. However, we were also able to
realise tangible value through active management of our portfolio, recognising
significant gains on disposal of Fairfax Meadow and a stake in our supply
chain software business, Foods Connected.

We remain cautious on the outlook for 2026. This reflects the continued
inflationary environment, potentially exacerbated by the current situation in
the Middle East, and the ongoing challenges we face in Foppen and Seachill.
However, we are positive about the future. We have well-invested facilities,
and long-term customer relationships and contracts with trusted partners. We
recently signed contract renewals with customers in the Netherlands and
Denmark. In addition, the development of our facilities in partnership with
new customers Walmart and NADEC, in Canada and Saudi Arabia respectively,
remain on schedule.

Our recently completed strategic review has reaffirmed the strength of our
operations and customer relationships. We are now executing improvement plans
in Seachill, Foppen and Dalco, businesses that have limited synergy with our
core capabilities, to increase strategic optionality. Our growth focus will be
on our core meat and fresh prepared food activities in markets where we
believe we have a competitive advantage. This sharper strategic focus,
alongside a continued disciplined approach to investment and shareholder
returns, leaves Hilton Foods well placed to deliver long-term sustainable
growth.

 

Regional performance

                   Revenue from continuing operations      Change                       Adjusted operating profit from continuing operations      Change

                   2025                2024                Reported  Constant currency  2025                         2024                         Reported  Constant currency
 UK & Ireland      £1,509.9m           £1,299.0m           16.2%     16.1%              £37.5m                       £45.3m                       -17.2%    -17.2%
 Europe            £1,154.7m           £1,059.0m           9.0%      6.6%               £43.0m                       £40.8m                       5.4%      3.3%
 APAC              £1,550.0m           £1,463.4m           5.9%      12.0%              £29.7m                       £29.8m                       -0.3%     5.5%

Excludes Fairfax Meadow, which following its sale in September 2025 has been
classified as a discontinued operation. 2024 restated accordingly.

UK and Ireland

This operating segment covers the Hilton Foods businesses and joint ventures
across the UK and Ireland, including meat processing facilities in the UK in
Huntingdon, seafood facilities in Grimsby, and a meat facility in Ireland in
Drogheda.

Total volumes, excluding from Fairfax Meadow which has been classified as a
discontinued operation, were down 3.8%. Within this, UK and Ireland meat
volumes were down 3.0%, remaining relatively robust against a backdrop of high
input cost inflation. The impact of raw material inflation was seen more
markedly in our UK seafood business, Seachill, where volumes were down 6.8%.
Reflecting the impact of input cost inflation on pricing, revenue from
continuing operations was up 16.2% on the prior period.

Total UK and Ireland adjusted operating profit from continuing operations was
down 17.2% to £37.5m (2024: £45.3m). With UK and Ireland meat profit
relatively flat, helped by a strong Christmas trading period, the main driver
of the reduction in profit was the impact of reduced volumes in Seachill. As a
result, Seachill was marginally loss-making at an adjusted operating profit
level in 2025. Total UK and Ireland adjusted operating profit margin fell to
2.5% (2024: 3.5%), reflecting the material reduction in Seachill adjusted
operating profit.

Europe

This operating segment covers the Group's meat, easier meals, seafood, vegan
and vegetarian businesses in Holland, Sweden, Denmark, Central Europe, Greece
and its joint venture in Portugal.

Volumes were up 0.2% compared to the prior period. Within this, volumes from
the Foppen smoked salmon business were stable, as we transitioned large parts
of production to our facility in the Netherlands due to the regulatory
restrictions on exports to the US from our facility in Greece. We continue to
work closely with the United States Food and Drug Administration (FDA) to
resolve the current disruption, having recently made an updated submission to
lift operating restrictions. However, we currently expect restrictions to
remain in place for at least the first half of 2026.

Volumes from our vegan and vegetarian business, Dalco, were up 8.5% reflecting
the realisation of new commercial opportunities. Core meat and easier meals
volumes were stable, with the impact of continued growth in fresh prepared
food and convenience categories in Central Europe and incremental new customer
volumes in Denmark offset by the impact of lower levels of promotional
activity in the Netherlands. As in the UK, input cost inflation impacted
pricing, and revenue on a constant current basis was up 6.6% on the prior
period (9.0% on a reported basis).

Total Europe adjusted operating profit of £43.0m was up 3.3% on a constant
currency basis compared to 2024 (5.4% on a reported basis). This largely
reflects reduced losses from Dalco due to the volume increase and a continued
focus on efficiency, having consolidated operations onto a single site in
2024. Further improvement plans for Dalco are in place, however the business
is currently loss making.

Total Europe adjusted operating profit margin of 3.7% was relatively stable on
the prior period (2024: 3.9%).

Foppen adjusted operating profit was broadly flat compared to 2024. However,
to maintain the supply of smoked salmon to strategic US customers, we incurred
additional costs from operating out of the Netherlands instead of Greece and
transporting by airfreight rather than ship. We also incurred stock write-offs
on smoked salmon that we could not export to the US. These costs totalled
£27.6m in 2025 and have been excluded from adjusted operating profit.

Having welcomed a new customer, Salling, to our facilities in Denmark in 2024
to utilise excess capacity, we have recently delivered contract renewals with
them and Coop. We have also now renewed our contract with Albert Heijn in the
Netherlands.

APAC

The Group operates three Australian processing facilities at Bunbury in
Western Australia, Melbourne and Brisbane, and a multi-protein food park
facility in Auckland, New Zealand.

Volume was up 3.0%, benefitting from product range expansions that supported
new multi-buy and promotional activity in the core meat category. Revenue was
up 12.0% on a constant currency basis (5.9% on a reported basis), reflecting
the re-emergence of inflation into raw material pricing.

Reflecting the volume growth, adjusted operating profit of £29.7m was up 5.5%
on a constant currency basis (down 0.3% on a reported basis) with adjusted
operating profit margins remaining relatively stable at 1.9% (2024: 2.0%).

 

2025 strategic and commercial progress

People and culture

We believe the work we do as a business is crucial for society and brings
value to all our stakeholders. None of this would be possible without the
people who run, manage and drive the business forward each and every day.
Ensuring the safety, wellbeing and fair treatment of everyone in our business
is at the centre of everything we do, fuelling our progress and shaping our
future, and their voices are crucial to the success of the business.

In 2025, we launched Destination Zero, our Group-wide health and safety
programme to embed proactive behaviours and strengthen leadership engagement
across every site, aligned to our global framework. Monthly high-impact
activities engaged leaders beyond traditional safety teams, driving consistent
participation, improved hazard visibility, clearer expectations and measurable
safety behaviours. The programme strengthened cultural maturity and ownership,
reducing recurring risks and reinforcing stronger controls across the
business. This continued focus on health and safety was a factor in a 16%
reduction in the lost time injury frequency result in 2025 compared to 2024.

In January 2026, we announced a new organisational structure, with two newly
created Chief Operating Officer roles responsible for all our core meat and
fresh prepared food operations. We have also been focused on strengthening the
Group's leadership, through a combination of internal promotions and internal
hires, as we aim to put the right team in place to support the Group's
refreshed strategy.

Geographical expansion

In March 2025 we announced our first market entry into the Middle East,
creating a new customer partnership in the Kingdom of Saudi Arabia through a
joint venture with The National Agriculture Development Company (NADEC).

This long-term collaboration, initially for a period of 10 years, combines
Hilton Food's expertise in meat processing and packaging with NADEC's
extensive local cattle operations. The venture is aligned with the Kingdom of
Saudi Arabia's "Vision 2030" initiatives that prioritise food security, and it
offers substantial long-term growth potential. Hilton Foods owns 49% of the
joint venture, with its share of the initial investment expected to be
approximately £6.5m. In 2025 we continued to make good progress on
construction and range development, with product assortment and retail
packaging agreed. Operations are expected to commence in H2 2026.

We also continue to make progress in our long-term partnership with Walmart in
Canada, where we will provide comprehensive multi-protein solutions whilst
deploying state-of-the-art sorting capabilities at our new purpose-built
facility.

We have started the fit-out process of the facility, with our automation teams
having commenced work in the building. Product range development is also well
progressed. Total capital expenditure was £48.7m in 2025, taking total
capital spend as at the end of 2025 to £54.4m. The remainder of the total
capital expenditure is expected in 2026, with operations on track to launch
fully in early 2027. Returns remain on track to exceed our investment
thresholds, and we expect to see a first profit contribution from the project
in 2027.

Responding to market conditions

Against a backdrop of high raw material inflation, we are seeing customers
seek greater value and trading into products with lower weights or lower price
points, such as higher-fat mince. To address this challenge, we continue to
maintain a sharp focus on meeting evolving customer needs through both new
product development and the targeted reformulation of existing lines. In 2025,
this included accelerating the roll-out of mixed meat protein ranges,
incorporating lower-cost proteins such as pork and chicken into mince, burger
and meatball products in partnership with our retail partners across Europe
and APAC. It also included reformulating our fishcakes in the UK with
alternatively sourced white fish, launching hake in some tactical brands.
These initiatives highlight how we can adapt to market conditions while
delivering value, choice and growth for our customers and for Hilton Foods.

We also continue to focus on premiumisation of key ranges such as beef steaks,
for customers who might now choose to eat-in instead of going to a restaurant.
In the UK and APAC, we've expanded our premium range with Wagyu steaks,
burgers, and grass-fed beef, offering high-quality options that elevate the
dining experience. In Ireland and the Netherlands, we refreshed our barbeque
offer and extended our ranges featuring on-trend flavours and bought a level
of convenience through oven friendly foil trays.

Investing in our facilities and capabilities

 

We continue to invest to maintain state of the art facilities at levels
required to service our customers' growth, extend the range of products
supplied to those customers and deliver both first class service levels and
further increases in production efficiency. In 2025, capital expenditure on
maintenance and growth in existing facilities totalled £46.5m, including
projects to expand capacity in Ireland and install frozen burger lines in
Sweden.

We have identified fresh prepared foods in under-served markets as a
compelling growth opportunity for Hilton Foods, building on the success we
have had in Central Europe over the past few years. We have developed plans to
commence a project to materially increase capacity and upgrade facilities at
our facility in Poland, which would allow us to accelerate growth in fresh
prepared food categories. Incremental capital expenditure could be up to £30m
over the next two years, with returns expected to be consistent with our
refreshed capital allocation framework.

Simplifying the portfolio

In July 2025, the Group announced a strategic external investment from the
Apax Global Impact Fund into its Food Connected cloud-based supply chain
software platform. The Group disposed of its 65% interest in Foods Connected
for £21.8m in cash and £24.3m of equity instruments in Alimenta Topco Ltd
("Topco") and, following the transaction, Hilton Foods holds a 26.3% interest
in Topco, which is now accounted for as an associate. Partnering with an
experienced technology investor is expected to help accelerate growth in Foods
Connected, with the Group's supply chain continuing to benefit from its
technology. The transaction realised immediate value for the Group, with a
£35.5m adjusting/exceptional gain on disposal recognised in the period and
allows resources to be focused on areas of core strength.

In September 2025, the Group announced the sale of Fairfax Meadow, the UK's
leading meat supplier to the foodservice sector, to Sysco GB Ltd for cash
proceeds of £54.4m. The business was originally acquired in 2021 for £23.8m,
and the sale generated a 2025 adjusting/exceptional gain on disposal of
£31.0m. The transaction is an initial step towards re-focusing the business
on its core strengths and simplifying the Group.

Our Sustainable Protein Plan

Sustainability remains core to our business and a key strategic priority for
our customers. Our principle of operating through partnership extends into
sustainability, where we deliver positive change by collaborating throughout
the supply chain. This year we have continued to make progress on our
commitments, with a reduction of 36% in scope 1 and 2 emissions and 33% in
scope 3 emissions versus a 2020 base. We also retained our 'A' CDP score for
climate change. Our progress is supported by our Long-Term-Incentive Plan,
which includes measurable targets to ensure appropriate leadership focus.

Sustainability is embedded into every aspect of our operations, with a strong
culture of continuous improvement and innovation. Our Medium Mince Tray
Optimisation initiative in Australia is a good demonstration of this. Reducing
packaging dimensions and weight while increasing recycled content has
delivered reduced plastic usage, reduced shipping containers and truck
movements, freed up warehouse capacity, increased production efficiency and
enhanced on-shelf availability. These changes not only reduce costs and
emissions but also strengthen our customer partnerships and support our
commitment to delivering quality products more sustainably.

Having introduced the Sustainable Protein Plan in 2021, our focus as we move
to the next iteration is on evolution. We are building on what we have learned
over the past five years, reflecting the latest science and regulation. Our
updated Sustainable Protein Plan is built around two pillars, People and
Planet, with Product now integrated across both pillars. This simplifies our
sustainability strategy while amplifying its impact.

More detail on 2025 performance and the 2026 Sustainable Protein Plan will be
available in our 2025 Annual Report and the standalone Sustainability Report.

Strategic Update

The Group commenced a strategic review in 2025, which was completed in early
2026. This confirmed that Hilton Foods enters the next phase of its
development from a position of structural strength. The Group has long-term
partnerships with leading international retailers, a scaled and efficient red
meat platform with well invested facilities, and proven capability to enter
new markets through geographic expansion. The business model is also
intrinsically cash generative, and the Group has a strong balance sheet. Our
established sustainability credentials remain important to our customers.

We also recognise that markets are evolving and so must Hilton Foods. Demand
for red meat in developed markets is mature. Alongside this, there is
increasing retailer focus on supply security and efficiency, with margin pools
also shifting towards scaled, integrated suppliers. Our competitive advantages
will continue to allow us to compete effectively in these markets. However, we
expect higher levels of market growth in value-add fresh prepared food in a
number of markets where we already have facilities. We see this as an area of
significant potential for the Group.

Levers to drive growth

With this context, we have identified three levers of future growth:

·    Maximise the core:

o  Continue to benefit from our leadership position in red meat, maintain
structural advantages, and drive efficiency and margin improvement.

o  This is expected to deliver stable cash flow, continued margin resilience
and maintain a platform for growth.

·    Enhance the mix:

o  Optimise the portfolio through improvement plans for Seachill, Foppen and
Dalco, businesses that have limited synergy with the Group's core
capabilities, to increase strategic optionality.

o  Scale value-added meat and fresh prepared foods and expand into higher
margin categories.

o  This growth will come with higher margins, enable a faster pace of growth
and reduce our reliance on volume growth.

·    Expand geographically:

o  Replicate our proven retailer partnership model internationally, focus on
under-served and higher-growth markets, and scale with anchor retail partners.

o  This will enable a step change in growth, create greater geographic
diversification and allow us to benefit from the scalability of our platform.

This growth will be supported by the development of a more scalable global
operating model. We will preserve what differentiates us today, including our
unique partnership model and our sustainability credentials, but we have
material opportunities to benefit from our international scale. Over the
coming years we will move to integrated global and local sourcing, utilise
next-generation automated manufacturing, strengthen our digital and data
backbone, implement a streamlined organisational structure and introduce
incentive structures and KPIs aligned with long-term value creation.

Optimise the portfolio

We have now positioned Seachill, Foppen and Dalco under separate dedicated
leadership. These businesses all have limited synergies with the core
capabilities of the Group and face structural market challenges. In addition,
their recent financial performance has been volatile, reflecting higher direct
raw material exposure when compared to the core meat and fresh prepared food
businesses. Bringing them under dedicated leadership will allow increased
management focus on our core growth areas.

We are limiting future investment and executing improvement plans to increase
strategic optionality in all these businesses. In Seachill, our priorities are
operational recovery, cost reduction and product focus, which should allow us
to rebuild margins. In Foppen, we are addressing the challenges we experienced
in 2025 that are continuing into 2026. Having been transporting salmon by air
to the United States to meet customer demand over the second half of 2025 and
rebuild our stock pipeline, we have now resumed sea freight shipments. Our
focus remains on driving volume through best-in-class quality, customer
service, competitive pricing and continued innovation. In Dalco, we are
focused on winning new business in addition to continuing to drive operational
improvements.

Ultimately, actions we take regarding these businesses are aimed at reducing
volatility of earnings and delivering higher returns for the Group.

Capital allocation framework

As part of the strategy update, we have also refreshed our capital allocation
framework. It is underpinned by our desire to retain a strong balance sheet,
providing an adequate buffer against any market shocks and flexibility for
future investments. We expect net bank debt to adjusted EBITDA to remain in
the range 1-2x through the cycle.

We will continue to invest in our existing facilities, underpinning core
organic growth through improved automation and productivity and the
development of new product categories, in line with our strategy. We expect to
invest between £45m and £55m of capital expenditure in a typical year.

We will also look for opportunities to accelerate growth through incremental
investment, for example in new market entry or in material capacity expansion.
Any investment approved will be consistent with the Group's strategy and must
also demonstrate risk adjusted post-tax unlevered returns higher than the
Group's cost of capital and be in support of the Group's ROCE target of above
20%.

We continue to recognise the importance of cash returns to shareholders and
will maintain our progressive dividend policy, with an ambition to move the
dividend cover from earnings ratio towards 2x over time through adjusted
earnings per share growth. We will continue to seek attractive value-adding
investment opportunities in line with our strategy, with 2026 expected to be a
year of elevated capital expenditure as we complete the build of the facility
in Canada and our plans to commence capacity expansion in Poland. Beyond these
projects, should no attractive opportunities to accelerate growth exist over
the longer-term we would consider returning any surplus capital to
shareholders over time, alongside continuing with our ordinary dividend
payments.

Medium-term targets

We are targeting mid-single digit percentage growth in adjusted operating
profit per year on average over the medium-term from our existing core
operations, plus our projects in Canada and Saudi Arabia and from our planned
investment in Poland, driven in part by margin expansion as we move into
additional higher-value fresh prepared food categories. This target excludes
any contribution from Seachill, Foppen and Dalco. It also excludes the impact
of any future incremental capital expenditure beyond our existing ongoing or
planned projects to accelerate growth.

The business model is intrinsically cash generative, and we expect to deliver
cash conversion, being free cash flow as a proportion of net income, of 100%
each year on average, adjusted for the impact of any material incremental
growth investment.

We also continue to target a Group return on average capital employed (ROCE)
of more than 20%, based on our existing calculation methodology, recognising
that in years where we have material pre-productive capital it may temporarily
fall below 20%.

Investment case

Our updated strategy will create a simpler and more-focused Hilton Foods,
capable of delivering growing and more predictable adjusted earnings and
attractive shareholder returns. The Group has:

·      A resilient core meat and fresh prepared food business, with
structural advantages and proven execution ability.

·      A clear strategy to drive growth through maximising its core
competitive advantages, enhancing its product mix and expanding
geographically.

·      A disciplined capital allocation framework driving targeted
returns in excess of 20%.

·      Strong cash generation and sustainable profit growth potential.

·      A progressive dividend policy and compelling shareholder returns.

Hilton Foods is well placed to deliver in the next phase of its evolution, as
we aim to be "the international red meat partner of choice".

Financial review

 

Summary of Group Performance

Hilton Foods delivered broadly stable volume, with revenue from continuing
operations up 10.3% against an inflationary backdrop. Adjusted operating
profit from our core meat and fresh prepared food businesses was slightly up.
However, total adjusted profit before tax was down 3.8% to £73.2m, with lower
volumes due to high input cost inflation impacting our UK Seafood business in
particular.

Total profit before tax was up 46.9% to £89.6m. This includes material gains
on disposal related to the divestments of Fairfax Meadow and Foods Connected.
These were partially offset by the impact of material adjusting/exceptional
costs, with ongoing regulatory restrictions on exports from our Foppen
facility in Greece to the United States resulting in inventory write-offs and
additional costs associated with moving production to the Netherlands and
ensuring continuity of supply to customers.

Net bank debt improved slightly compared to the start of the period. This
included the impacts of working capital investment and elevated capital
expenditure levels as we continue with the build of our new facility in
Canada. These were offset by the impact of proceeds from the disposals of
Fairfax Meadow and a stake in Foods Connected, which also resulted in
significant adjusting/exceptional gains on disposal.

Basis of preparation

 

The Group is presenting its results for the 52 weeks period ended 28 December
2025, with comparative information for the 52 weeks period ended 29 December
2024. The Group's financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards (IFRS) and the
Companies Act 2006 applicable to companies reporting under IFRS.

Hilton Foods uses Alternative Performance Measures (APMs) to monitor the
underlying performance of the Group. Management uses these APMs to monitor and
manage the business's day-to-day performance and therefore believes they
provide useful additional information to shareholders and wider users of the
financial statements. A reconciliation of these APMs to the nearest IFRS
measures is presented in note 18.

 

2025 Financial performance

 

Group results

 

Volume and revenue

 

Total volumes from continuing operations increased by 0.2% in the period. This
reflects stable performance from core meat and fresh prepared foods in the UK
& Ireland and Europe, further growth in APAC and improved volumes in
Dalco. This more than offset the impact of lower volumes in UK Seafood.
Revenue from continuing operations of £4.2bn was up 10.3%, or 11.9% on a
constant currency basis, reflecting the impact of inflation on raw material
pricing in all our markets.

Additional details on regional volume, revenue and profits are provided in the
Business Review section.

Operating profit and margin

 

Total adjusted operating profit, which includes discontinued operations but
excludes adjusting items as set out in note 18, was £99.3m (2024: £104.7m),
down 4.4% on a constant currency basis and down 5.2% on a reported basis.
Adjusted operating profit from continuing operations (which excludes Fairfax
Meadow which was disposed of during the period) was £95.1m (2024: £99.1m),
down 3.2% on a constant currency basis and down 4.0% on a reported basis. This
reflects the challenges of inflation in the UK Seafood business, and a solid
performance from the core meat businesses.

Adjusting items including discontinued operations totalled £24.7m of profit
(2024: £5.9m of cost). These include a £66.5m gain on disposal related to
its sale of Fairfax Meadow and its 65% interest in Foods Connected,
restructuring and strategic project and transformation costs of £9.6m and
costs related to Foppen disruption of £27.6m. After allowing for these
adjusting items, and the impacts of lease accounting and amortisation of
acquired intangibles and fair value adjustments, total operating profit
including discontinued operations was £124.0m (2024: £98.8m). Operating
profit from continuing operations was £90.2m (2024: £94.9m)

Including discontinued operation, the Group's adjusted operating profit margin
in 2025 was 2.3% (2024: 2.6%) and the adjusted operating profit per kilogram
of packed food sold was 18.5p (2024: 19.4p).

Net finance costs

Adjusted net finance costs from continuing operations, excluding
adjusting/exceptional items and lease interest, reduced to £26.1m (2024:
£28.6m), largely reflecting lower market interest rates. Interest cover as a
proportion of adjusted EBITDA in 2025 increased to 5.6 times (2024: 5.3
times). Statutory net finance costs from continuing operations were £34.1m
(2024: £37.5m), which include £7.5m of IFRS16 leasing interest cost (2024:
£8.3m)

Taxation

The adjusted taxation charge for the period was £21.8m (2024: £18.9m),
resulting in an effective tax rate of 29.8% (2024: 24.9%). This increase is
largely due to the impact of a true-up of historic capital allowances. After
excluding the tax effect on adjusting items to profit before tax, the IFRS
statutory taxation charge from continuing operations was £8.6m (2024:
£18.2m).

Net income and earnings per share

Reflecting the above, Group adjusted profit after tax was £51.4m (2024:
£57.2m) and after accounting for non-controlling interests of £1.1m (2024:
£2.5m), adjusted net income, representing profit for the period attributable
to owners of the parent, was down 8.0% to £50.3m (2024: £54.7m). The
resulting adjusted basic earnings per share was 56.0p (2024: 61.0p).

Including the post-tax impact of adjusting items, statutory profit after tax
attributable to owners of the parent was £78.9m (2024: £39.3m). Statutory
basic earnings per share were 87.8p (2024: 43.7p) and diluted earnings per
share were 87.3p (2024: 43.3p).

Return on capital employed (ROCE)

ROCE, calculated as adjusted operating profit divided by the average of
opening and closing capital employed (representing total equity adjusted for
net bank cash/debt, leases, derivatives and deferred tax), was 20.1% (2024:
21.7%), predominantly reflecting the lower level of adjusted operating profit.

Cash flow, balance sheet and funding

Earnings before interest, taxation, depreciation and amortisation (EBITDA)

EBITDA including discontinued operations increased to £201.3m (2024:
£187.1m), reflecting the increase in total operating profit. Excluding the
impact of lease accounting and adjusting items, as reconciled in note 18,
adjusted EBITDA, which is used by the Group as an indicator of cash
generation, decreased slightly to £147.3m (2024: £152.6m), broadly in line
with the reduction in adjusted operating profit.

Free cash flow

Cash generated from operations reduced to £124.2m (2024: £183.8m),
reflecting the impact of working capital outflows due to the purchase of
additional inventory in the first half of the period to support peak seasonal
demand. Interest paid was slightly lower while capital expenditure increased
to £99.2m (2024: £74.6m) reflecting the expected ramp up of spend on the new
Canada facility. When also including proceeds from disposals of subsidiaries
and property, plant and equipment totalling £83.8m, free cash flow was
£53.6m (2024: £62.2m). After accounting for the cash impact of lease
accounting and adjusting items, adjusted free cash flow, which also excludes
capital expenditure on our Canada project, was £21.9m (2024: £45.4m), as
reconciled in note 18.

Net debt

When taking into account the lower adjusted free cash flow, capital
expenditure on our Canada project, slightly increased cash dividend payments,
increased adjusting/exceptional cash outflows and material cash proceeds from
divestments, the Group's closing net bank debt (comprising borrowings less
cash and cash equivalents excluding lease liabilities), fell slightly to
£126.7m (2024: £131.4m). This includes bank borrowings of £277.2m (2024:
£243.3m) net of cash balances of £150.5m (2024: £111.9m). Period-end net
bank debt as a ratio of adjusted EBITDA was unchanged at 0.9 times.

Net debt including lease liabilities was £324.8m (2024: £337.4m).

Financial position

At the end of 2025 the Group had undrawn committed bank facilities under its
syndicated banking facilities of £106.0m (2024: £108.0m). These banking
facilities were subject to covenants comprising three times net bank debt to
EBITDA and four times EBITDA interest cover. There was comfortable headroom
under these covenants at the end of the period for these metrics.

In February 2026, the Group completed the refinance of its bank facility
increasing the overall facilities to £450.0m across a single RCF, increasing
the Group's available headroom. The facility has an initial term of five years
with extension options available that enable extension over the following two
years. The Group also uses supply chain finance facilities provided by its
customers as a cost-effective way of managing fluctuations in working capital
requirements.

The resilience of the Group has been assessed by applying significant downside
sensitivities to the Group's cash flow projections. Allowing for these
sensitivities and potential mitigating actions, the Board is satisfied that
the Group has adequate headroom under its existing committed facilities and
will be able to continue to operate well within its banking covenants for the
foreseeable future.

Dividends

The Group has maintained a progressive dividend policy since flotation and has
recommended a final dividend of 24.9p per ordinary share in respect of 2025.
This, together with the interim dividend of 10.1p per ordinary share paid in
November 2025, represents a total dividend per ordinary share of 35.0p, an
increase of 1.4% compared to last year's 34.5p per ordinary share. The final
dividend, if approved by shareholders, will be paid on 26 June 2026 to
shareholders on the register on 29 May 2026 and the shares will trade
ex-dividend on 28 May 2026.

Key performance indicators

How we measure our performance against our strategic objectives

 

The Board monitors a range of financial and non-financial key performance
indicators (KPIs) to measure the Group's performance over time in building
shareholder value and achieving the Group's strategic priorities. The nine
headline KPI metrics used by the Board for this purpose, together with our
performance over the past two periods, is set out below:

                                                                             2025       2024       Definition, method of calculation and analysis

                                                                             52 weeks   52 weeks
 Financial KPIs
 Revenue growth (%)*                                                         10.3%      0.0%       Period on period revenue growth expressed as a percentage. The 2025 increase
                                                                                                   mainly reflects the impact of raw material price inflation in all our markets.
 Adjusted operating profit margin (%)*                                       2.3%       2.6%       Adjusted operating profit expressed as a percentage of turnover. The reduction
                                                                                                   in 2025 mainly reflects challenging market conditions for our UK seafood
                                                                                                   business.
 Adjusted operating profit margin (pence per kg)*                            18.2p      19.0p      Adjusted operating profit per kilogram processed and sold in pence. The
                                                                                                   reduction in 2025 mainly reflects the lower profitability of the Group.
 Adjusted earnings before interest, taxation, depreciation and amortisation  £142.6m    £146.4m    Adjusted operating profit before depreciation and amortisation. The reduction
 (EBITDA) (£m)*                                                                                    in 2025 mainly reflects the lower profitability of the Group.
 Return on capital employed (ROCE) (%)                                       20.1%      21.7%      Adjusted operating profit divided by average of opening and closing capital

                                                                                                 employed representing total equity adjusted for net bank cash/debt, leases,
                                                                                                   derivatives and deferred tax. The reduction in 2025 reflects lower adjusted
                                                                                                   operating profit.
 Free cash flow (£m)                                                         £53.6m     £62.3m     Statutory cash inflow/(outflow) before minorities, dividends and financing.

                                                                                                 The decrease in 2025 is primarily attributable to investment in working
                                                                                                   capital and higher capital expenditure relating to our new facility in Canada.
 Net debt / EBITDA ratio (times)                                             0.9        0.9        Period-end net bank debt as a percentage of adjusted EBITDA. The ratio
                                                                                                   remained unchanged in 2025 despite slightly lower EBITDA, with net bank debt
                                                                                                   broadly flat despite the decrease in free cash flow.
 Non-financial KPIs
 Growth in sales volumes (%)*                                                0.2%       4.4%       Period on period volume growth. Volumes were stable against an inflationary
                                                                                                   backdrop, with growth in meat volumes in most markets but a decline in seafood
                                                                                                   volumes.
 Customer service level (%)*                                                 98.6%      98.4%      Packs of product delivered as a % of the orders placed. The customer service
                                                                                                   level remains best in class.

*Excludes Fairfax Meadow, which following its sale in September 2025 has been
classified as a discontinued operation. 2024 restated accordingly.

 

In addition, a much wider range of financial and operating KPIs are
continuously tracked at business unit level.

 

Going concern statement

The Directors have performed a detailed assessment, including a review of the
Group's budget for the 2026 financial year and its longer-term plans,
including consideration of the principal risks faced by the Group.

The resilience of the Group has been assessed by applying significant downside
sensitivities to the Group's cash flow projections and a reverse stress test,
flexing operating profit to determine what circumstance would be required to
breach the two financial covenants, namely net bank debt/ adjusted EBITDA of
less than 3x and adjusted EBITDA/ interest of less than 3.5x (which under the
Group's new committed facilities has reduced from 4x).

Allowing for these sensitivities and potential mitigating actions, the Board
is satisfied that the Group is able to continue to operate well within its
banking covenants and has adequate headroom under its new committed facilities
which were signed in February 2026 and do not expire until at least February
2031. The Directors are satisfied that the Company and the Group have adequate
resources to continue to operate and meet its liabilities as they fall due for
the foreseeable future, a period considered to be at least 12 months from the
date of signing these financial statements. For this reason, the Directors
continue to adopt the going concern basis for preparing the financial
statements.

The Group's net bank debt as at 28 December 2025 was £126.7m. It had access
to undrawn committed loan facilities of £106.0m as at the end of 2025. If the
new facilities were in place at the end of 2025 the access to undrawn
committed loan facilities would have been higher.

Future capital expenditure on geographical expansion, which is not yet
contracted, and which is not built into our internal budgets and forecasts,
may require additional or extended banking facilities, and such future
geographical expansion will depend on our ability to negotiate appropriate
additional or extended facilities, as and when they are required.

The Group considers that the likelihood of the reverse stress test scenario
occurring to be remote. Internal budgets and forward forecasts, which
incorporate all reasonably foreseeable changes in trading performance, are
regularly reviewed by the Board and show that it will be able to operate
within its current banking facilities, taking into account available cash
balances, for the foreseeable future.

Viability statement

In accordance with provision 31 of the 2024 UK Corporate Governance Code, the
Directors confirm that they have a reasonable expectation that the Group will
continue to operate and meet its liabilities, as they fall due, for at least
the next three years.

A period of three years has been chosen for the purpose of this viability
statement as it is the key period of focus within the Group's strategic plan,
which is based on the Group's current customers and does not incorporate the
benefits from any potential new contract gains over this period.

The Directors' assessment has been made with reference to the Group's current
position and strategy taking into account the Group's principal risks,
including those in relation to the changing geopolitical and macroeconomic
environment, and how these are managed. The strategy and associated principal
risks, which the Directors review at least annually, are incorporated in the
strategic plan and such related scenario testing as is required. The strategic
plan makes reasoned assumptions in relation to volume growth based on the
position of our customers and expected changes in the macroeconomic
environment and retail market conditions, expected changes in food raw
material, packaging and other costs, together with the anticipated level of
capital investment required to maintain our facilities at state-of-the-art
levels.

Cautionary statement

This Strategic report contains forward-looking statements. Such statements are
based on current expectations and assumptions and are subject to risk factors
and uncertainties which we believe are reasonable. Accordingly, the Group's
actual future results may differ materially from the results expressed or
implied in these forward-looking statements. We do not undertake to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Matt Osborne

Chief Financial Officer

30 March 2026

Risk management and principal risks

 

Overview

Effective risk management at Hilton Foods is essential to the delivery of our
strategic objectives and aims to safeguard the interests of all our
stakeholders in an increasingly complex world. Our proactive approach to risk
management enables the long-term sustainable growth of all aspects of our
business and is integrated into everything we do. The delivery of our
strategy depends on our ability to make sound risk informed decisions.

Enhancements to Risk Management Practise in 2025

In 2024, The Financial Reporting Council (FRC) announced revisions to the UK
Corporate Governance Code (the Code) to enhance transparency and
accountability of risk management and internal controls.

A key update is to Provision 29, which requires the
Board to monitor and review the effectiveness of our risk management and
internal control framework and make an annual declaration regarding the
effectiveness of the material controls covering financial, operational,
compliance and reporting controls. These requirements apply to financial
periods beginning on or after 1 January 2026.

In 2025, we began a programme of work to enhance our risk
management and internal controls framework. This programme will ensure
the Board can effectively review, monitor and declare the effectiveness of
our risk management and internal control framework.

Aligned to our corporate plan, we remain focused on improving and
embedding consistent risk management processes across our operations.
During the year, we:

·      undertook a structured review led by the Executive team to
refresh the Group's principal risks, consolidating overlapping risks,
elevating those of increased significance, and introducing new risks where
required. The updated set of principal risks was agreed by the Executive team
and submitted to the Board for review and approval;

·      undertook a holistic review of our approach to risk
management; re-mapping principal, Group functional and operational
unit risks and internal controls;

·      conducted risk management workshops across the business to
develop risk registers and enhance awareness of risks and internal controls;

·      working with teams across the business to embed risk
management into day-to-day processes through informing, training and
engaging colleagues; and

·      revised and implemented an enhanced risk
control self-assessment and reporting processes. This
has strengthened how we identify, assess, manage and report
material risks and the effectiveness of our control environment in
readiness for Provision 29.

Through 2026, we will continue to embed our risk management and risk
appetite framework throughout the business to ensure our risk management and
internal control systems are robust and proportionate to the scale and
nature of our operations. This will include testing the effectiveness of our
material controls and developing robust remediation activities
where required. We remain committed to growing our business within our
risk appetite and seek to achieve an appropriate balance between risk
and opportunity. The programme we are implementing will enable us
to identify, review and test material controls, and explain if there are
deficiencies. It will also enable compliance with regulatory requirements
including Provision 29 when we report our 2026 financial results.

The Board continues to undertake regular assessments of the emerging and
principal risks facing Hilton Foods that might impede the achievement of its
strategic and operational objectives, including their possible likelihood,
impact and effectiveness of controls and mitigations.

 

 

How we manage risk

Our Risk Management Framework sets the foundation for effective risk
management in line with best practice and regulation. It ensures that risk
is effectively embedded in all strategic decisions, translated into
operational objectives and integrated into day-to-day business
processes. It also defines the governance structures that support how
we identify, assess, manage and monitor risk, supported by policies,
tools and assurance activities to provide an effective control environment
and drive the right risk culture.

The Risk Management Framework is underpinned by three major
components: Governance and oversight, Risk management processes and Risk
appetite.

Operational Governance & Oversight

The Board and Executive apply four distinct lines of defence to separate
risk management activities at the operational level.

Risk management process and culture

We apply a four-step Group-wide process to identify,
assess, manage and monitor risks across all operations. Each business area
is required to document its key risks, evaluate the effectiveness of related
controls and implement remediation plans where needed. The Internal Audit
& Risk function facilitates this process, ensuring emerging risks are
captured and that teams collaborate effectively to respond to them.

Risk ownership for significant and principal risks sits with the Executive
Leadership Team, who are accountable for ensuring these risks are
appropriately managed. Mitigation plans are developed jointly with risk owners
to ensure effective and proportionate controls.

At Hilton Foods we nurture a culture where everyone understands the risks
facing the business and their responsibility for managing them,
supported by an environment where the tone is set at the top
and colleagues feel comfortable speaking up and confident raising concerns
to enable early identification and response.

Risk appetite

The Board sets the Group's risk appetite, determining the level of risk
we are willing to accept to achieve our strategic objectives. Risk appetite
is reviewed annually, determining corrective actions for any
areas operating beyond the agreed risk tolerance. The Executive
Leadership Team is responsible for ensuring risks are managed within the
risk appetite, aligning decision making and resource allocation.

Following updates to our principal risks and changes in the external
environment, we are reviewing our risk appetite as part of our annual review
process to ensure continued alignment with our strategy.

Current and emerging risks

The macroeconomic environment and geopolitical uncertainty

The global macroeconomic environment for the food manufacturing sector is
increasingly volatile as the Middle East conflict creates new systemic risks.
While global inflation has moderated from peak levels, the escalation in the
region, including the current effective closure of the Strait of  Hormuz, has
reignited cost pressures, specifically through energy and raw material supply
shocks. Slower economic growth, compounded by higher inflation, may reduce the
likelihood of near-term interest rate cuts and increase cost pressures for
businesses.

Trade policy uncertainty, including higher tariff barriers, continues to
weigh on international trade flows and increase input cost volatility. At the
same time, uneven economic performance across regions is creating
unpredictable demand patterns for food products.

Our continued focus on cost control, innovation and factory efficiency, and
the implementation of automation and robotics is enabling us to manage the
inflationary pressures the industry is currently facing. Through our strong
customer relationships, we are able to support consumers to
navigate through these challenging times.

 

 

Cyber Risk

Information systems and cyber security continue to pose a significant threat
to the Group and remain a principal risk. Manufacturing
and logistics businesses are increasingly targeted by cyber-attacks. While
Hilton Foods' cyber risk exposure is under active management, we recognise the
evolving threat landscape, including emerging risks and opportunities
associated with developments in Artificial Intelligence.

We continue to invest in our IT systems, controls and capabilities to
protect the business against the increasing volume and sophistication of
security threats. The Board, through the Audit Committee, receives regular
updates on cyber and information security risk and mitigation activities from
the Group Internal Audit and Risk Director, the Group Chief Technology
Officer, the Head of IT Security, and the IT Risk and Compliance function.
These updates cover direct threats to operations, risks across our wider
supply chain and our programme of cyber awareness and training.

Hilton Foods fosters a digitally secure culture through:

·      maintaining information security and IT policies, reviewed
regularly, with strategy and key actions overseen through the Audit Committee
and Board;

·      mandatory security awareness training and phishing simulation
exercises;

·      regular communications to employees on emerging threats;

·      ongoing enhancement and testing of incident response, business
continuity, and disaster recovery arrangements to support operational
resilience;

·      centrally governed security monitoring and detection
capabilities, supported by vulnerability management, penetration testing and
remediation tracking; and

·      the introduction of an IT Risk and Compliance function in 2025 to
provide independent oversight of cyber and information security
risk, monitor completion of remediation actions, and support coordination
between IT, Internal Audit and operational teams.

Principal risks

The most significant business risks that Hilton Foods faces, together with the
measures we have adopted to mitigate these risks, are outlined in the
following tables. This is not intended to constitute an exhaustive analysis of
all risks faced by Hilton Foods, but rather to highlight those which are the
most significant.

A structured review of the principal risks was undertaken during 2025, as a
result the wording of some risks differs to those published in 2024.

 Short Title                                         Risk description and impact                                                      Summary of risk mitigation
 Competitiveness and External Environment            Our ineffective response to macroeconomic and geopolitical shocks,               ·      We actively manage inflationary pressures through close
                                                     fluctuations in consumer spending and reliance on customers who can exercise     monitoring of interest costs, disciplined cost control, continuous innovation,
                                                     significant buying power when it comes to contractual renewal terms              and improved factory efficiency.
                                                     could impact the future growth of the Group. Upwards movement reflects the

                                                     intensification of hostilities in the Middle East prior to publishing of this    ·      Financing strategies are maintained to support operational
                                                     report.                                                                          requirements and preserve financial stability should these risks materialise.

                                                                                                                                      ·      A structured cost-out programme is implemented and
                                                                                                                                      closely monitored to deliver targeted cost reductions and sustainable
                                                                                                                                      efficiency gains.

                                                                                                                                      ·      Risk exposure is further reduced through diversification across
                                                                                                                                      multiple proteins and product ranges in partnership with key retail
                                                                                                                                      customers.
 Health & Safety and Security                        A serious health, safety or security incident involving our people, customers    ·      Dedicated safety teams are in place at every site to provide
                                                     or third parties could result in injury, operational disruption, legal           expert health and safety support and guidance.
                                                     liabilities and reputational damage.

                                                                                                                                      ·      Safety performance is monitored and reported regularly, with
                                                                                                                                      monthly reports provided to Executive Management and the Board.

                                                                                                                                      ·      A global risk assessment framework ensures key health and safety
                                                                                                                                      risks are identified and effectively controlled.

                                                                                                                                      ·      A formal safety alert process enables lessons learned from
                                                                                                                                      incidents to be shared promptly across all sites.

                                                                                                                                      ·      Site security is maintained through controlled access measures,
                                                                                                                                      including biometrics, authentication systems, perimeter controls,
                                                                                                                                      and monitored entry points.
 Technology and Cyber Threats                        Failure to protect our digital systems from cyber-attack, data loss or system    ·      We operate a continuous vulnerability management programme,
                                                     outage could disrupt operations, expose sensitive information and damage         including weekly scanning, annual penetration testing, and simulated
                                                     stakeholder confidence.                                                          cyber-attack exercises.

                                                                                                                                      ·      Formal incident response plans and escalation protocols are in
                                                                                                                                      place to enable rapid containment, remediation, and recovery from security
                                                                                                                                      incidents.

                                                                                                                                      ·      All employees complete mandatory cybersecurity awareness
                                                                                                                                      training, reinforced through phishing simulations.

                                                                                                                                      ·      Regular patching and security updates are applied across
                                                                                                                                      applications, infrastructure, and cloud services.

                                                                                                                                      ·      Identity and access management controls, including multi-factor
                                                                                                                                      authentication and least privilege access, are enforced across the
                                                                                                                                      organisation.

                                                                                                                                      ·      Ongoing assurance is provided through IT security reviews,
                                                                                                                                      internal audits, and external assessments to validate control effectiveness
                                                                                                                                      and identify improvement opportunities.

                                                                                                                                      ·      Third party cyber risk is managed through supplier security due
                                                                                                                                      diligence, and cyber risk management monitoring that continuously assesses the
                                                                                                                                      security posture of suppliers and external partners
 People                                              Our ability to attract, retain and develop the right talent and leadership       ·      We are strengthening workforce planning and capability management

                                                   capability remains critical to delivering the Group's transformation agenda      through the implementation of a globally standardised framework, improved HR
                                                     and long-term growth.                                                            data integration, and the introduction of a Group-wide skills taxonomy to
                                                                                                                                      enhance visibility of capability gaps and inform targeted workforce decisions.

                                                                                                                                      ·      We are enhancing leadership pipeline and succession planning by
                                                                                                                                      defining coverage expectations for critical roles, introducing consistent
                                                                                                                                      assessment criteria, and establishing regular Group-level reviews supported by
                                                                                                                                      targeted leadership development investment.

                                                                                                                                      ·      We are improving reward competitiveness and market positioning
                                                                                                                                      through the implementation of a global job architecture and grading framework,
                                                                                                                                      supported by regular external benchmarking and strengthened governance over
                                                                                                                                      reward decision-making.

                                                                                                                                      ·      We are embedding a Group-wide culture and behavioural framework,
                                                                                                                                      aligned to the 2030 strategy, with integration into core people processes and
                                                                                                                                      the introduction of measurement and reporting to monitor engagement,
                                                                                                                                      retention, and behavioural alignment.

 Supply Chain and Operational Resilience             Disruption to supply chain continuity, from supplier insolvency or unethical     ·      We maintain a flexible global and local supply base to ensure

                                                   supplier practices, contamination, disease outbreak, logistics failure and       resilience and alternative sourcing options during supply disruptions.
                                                     /or our ability to recover operations following a disruptive event could

                                                     affect product availability, service to customers and financial performance.     ·      Strategic partnerships with key suppliers are based on shared
                                                                                                                                      commitments to quality, food safety, animal welfare and sustainability.

                                                                                                                                      ·      Supply chain compliance, quality procedures,
                                                                                                                                      and procurement is managed through a supplier management platform.

                                                                                                                                      ·      Third party risks are monitored to provide continuous due
                                                                                                                                      diligence and alerts on sanctions, cybersecurity, ethics, sustainability and
                                                                                                                                      fraud risks.

                                                                                                                                      ·      Full product traceability is maintained, supported by a
                                                                                                                                      comprehensive audit programme and high animal welfare standards.

                                                                                                                                      ·      Our factories are benchmarked against Global Food Safety
                                                                                                                                      Initiative standards. Regular assessments mitigate
                                                                                                                                      contamination across processing, packing and distribution.

                                                                                                                                      ·      The business continuity programme is being reviewed to understand
                                                                                                                                      how this can be enhanced to deliver stronger business resilience into the
                                                                                                                                      future.

                                                                                                                                      ·      Appropriate insurance is maintained to mitigate financial
                                                                                                                                      impacts from supply chain disruption.
 Climate Change & Sustainability                     Failure to adapt operations and supply chains to physical and transition risks   ·      Our 2025 Sustainable Protein Plan sets out clear commitments

                                                   arising from climate change and maintain a commercially viable and               across people, planet, and product.
                                                     sustainable business could adversely impact our business prospects, erode

                                                     stakeholder confidence and damage our reputation.                                ·      Science‑based emissions reduction targets aligned to the 1.5°C
                                                                                                                                      pathway have been established across Scope 1, 2, and 3 to decarbonise our
                                                                                                                                      operations and supply chain.

                                                                                                                                      ·      We have defined energy and water efficiency targets for all sites
                                                                                                                                      and actively participate in global initiatives to support the
                                                                                                                                      decarbonisation of key raw materials.

                                                                                                                                      ·      We are committed to achieving net zero emissions across our
                                                                                                                                      operations and supply chain before 2050.

                                                                                                                                      ·      Climate‑related risks and opportunities are assessed in line
                                                                                                                                      with the TCFD framework, with CDP reporting in place. 2025 Sustainable
                                                                                                                                      Protein Plan includes people, planet and product
 Strategic Change                                    Failure to deliver the Group's major transformation programmes, including new    ·      All major strategic initiatives operate within a formal Group

                                                   factories, digital enablement, and operating-model redesign could lead to        transformation governance framework. Programmes must align to strategic
                                                     business disruption, cost overruns and failure to realise strategic              priorities, have defined executive sponsors and approved business cases before
                                                     benefits.                                                                        mobilisation.

                                                                                                                                      ·      Major initiatives follow appropriate programme management
                                                                                                                                      standards including stage-gates, delivery milestones, risk registers and
                                                                                                                                      escalation thresholds to ensure effective delivery and control of cost, scope
                                                                                                                                      and timelines.

                                                                                                                                      ·      All strategic programmes require approved business cases with
                                                                                                                                      defined financial benefits. Delivery against cost, investment and benefit
                                                                                                                                      targets is monitored through Finance oversight and reported through portfolio
                                                                                                                                      governance.

                                                                                                                                      ·      Programme level risks are identified, monitored and escalated
                                                                                                                                      through the Group risk management framework, ensuring that emerging delivery
                                                                                                                                      risks are addressed promptly and reported through executive governance
                                                                                                                                      structures.
 Legal & Regulatory Compliance and Governance        Non-compliance with applicable laws, regulation and governance in                ·      Group-level governance and compliance policies are reviewed and
                                                     the jurisdictions in which the Group operates could result in fines,             approved annually, alongside an annual assessment of compliance with the UK
                                                     operational restrictions, loss of licence to operate and reputational            Corporate Governance Code.
                                                     damage.

                                                                                                                                      ·      Corporate filings are completed accurately and on time in
                                                                                                                                      accordance with regulatory requirements.

                                                                                                                                      ·      Controls over inside information ensure compliance with the UK
                                                                                                                                      Market Abuse Regulation and the Listing Rules, supported by policies and
                                                                                                                                      procedures to prevent unlawful disclosure or misuse.

                                                                                                                                      ·      Regulatory developments and best practice are monitored through
                                                                                                                                      horizon scanning and engagement with external legal advisers, with relevant
                                                                                                                                      updates communicated to the Board and business.

                                                                                                                                      ·      Clear Board and Committee governance structures are maintained,
                                                                                                                                      including regular review of Matters Reserved for the Board, Terms of Reference
                                                                                                                                      and delegated authorities.

                                                                                                                                      ·      Our Human Rights Policy aligns with the International Labour
                                                                                                                                      Organisation's Declaration on Fundamental Principles and Rights at Work and
                                                                                                                                      the Ethical Trade Initiative Base Code.

                                                                                                                                      ·      A Supply Chain Social Responsibility Policy sets expectations
                                                                                                                                      for the ethical treatment of workers across the supply chain.
 Funding and Liquidity                               Failure to maintain adequate funding, liquidity, cash flow generation or         ·      The Board monitors a balanced set of financial and

                                                   meet banking covenant requirements could restrict our ability to meet            non‑financial KPIs to assess performance against strategic objectives and
                                                     obligations and invest in growth with potential for reputational damage          long‑term shareholder value, including Free Cash Flow, Net Debt/EBITDA, and
                                                     and ultimately default.                                                          facilities headroom.

                                                                                                                                      ·      Annual budgeting, forecasting, and long‑term strategic planning
                                                                                                                                      processes are in place to assess funding requirements and cashflow
                                                                                                                                      sustainability.

                                                                                                                                      ·      Capital investment proposals are subject to appropriate
                                                                                                                                      approval and funding review in line with delegated authority thresholds.

                                                                                                                                      ·      A formal delegation of authority framework was introduced in 2025
                                                                                                                                      that governs financial decision‑making and approval processes.

                                                                                                                                      ·      Cash balances, banking facilities and available headroom
                                                                                                                                      are monitored regularly to maintain adequate liquidity.

                                                                                                                                      ·      Covenant compliance is monitored on an ongoing basis, with
                                                                                                                                      covenant calculations and certificates reviewed in accordance with facility
                                                                                                                                      requirements.

                                                                                                                                      ·      Liquidity adequacy is reviewed to ensure the Group can meet its
                                                                                                                                      funding and financial obligations as they fall due.

                                                                                                                                      ·      The Board retains delegated authority to approve and execute
                                                                                                                                      new banking facilities.
 Customer diversity and dominance                    Hilton Foods strategy focuses on a small number of customers who can exercise    ·      We continue to widen and diversify our customer base by

                                                   significant buying power and influence when it comes to contractual renewal      strengthening existing partnerships and securing new customers.
                                                     could impact the profitability of the Group.

                                                                                ·      An entrepreneurial operating model enables flexible collaboration
                                                                                                                                      with retail partners, supporting high service levels and responsiveness.

                                                                                                                                      ·      COOs monitor business effectiveness to secure long‑term
                                                                                                                                      customer relationships, grow core accounts, deliver innovation, and pursue new
                                                                                                                                      markets and categories.

                                                                                                                                      ·      Executive and regional leadership monitor commercial
                                                                                                                                      performance to support long‑term customer partnerships, growth, innovation,
                                                                                                                                      and entry into new markets.

                                                                                                                                      ·      Long‑term customer agreements support revenue stability, high
                                                                                                                                      service levels, and strong food safety, integrity, and traceability.

                                                                                                                                      ·      Ongoing investment in facilities, technology, cost control and
                                                                                                                                      factory efficiency maintains competitiveness and mitigates inflationary
                                                                                                                                      pressures.

                                                                                                                                      ·      Formal period‑end performance reviews assess variances and
                                                                                                                                      agree actions, supported by continuous engagement between regional teams and
                                                                                                                                      sites.

 

Note: References in this preliminary announcement to the Strategic report, the
Corporate and social responsibility report, the Directors' report and the
Corporate Governance statement are to reports which will be available in the
Company's full published accounts.

 

Statement of Directors Responsibilities

We confirm that to the best of our knowledge:

 ▶ The financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole.

 ▶ The Strategic report contained in the Annual Report and Accounts, from
which this narrative is extracted, includes a fair review of the development
and performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.

We consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.

The Statement of Directors' responsibilities has been approved by the Board
and is signed on its behalf by:

 

Mark Allen
OBE
Matt Osborne

Executive Chair
 
Chief Financial Officer

 

Consolidated statement of comprehensive income

 

                                                                                  2025       2024*
                                                                                  52 weeks   52 weeks
                                                                            Note  £'m        £'m
 Continuing operations
 Revenue                                                                    3     4,214.6    3,821.4
 Cost of sales                                                                    (3,778.0)  (3,388.7)
 Gross profit                                                                     436.6      432.7
 Distribution costs                                                               (45.8)     (42.1)
 Administrative expenses                                                          (336.5)    (296.1)
 Gain from disposal of subsidiary                                                 35.5       -
 Share of profit in joint ventures                                                0.4        0.4
 Operating profit                                                                 90.2       94.9
 Finance income                                                             4     1.1        1.7
 Finance costs                                                              4     (35.2)     (39.2)
 Finance costs - net                                                              (34.1)     (37.5)
 Profit before income tax                                                         56.1       57.4
 Income tax expense                                                         5     (8.6)      (18.2)
 Profit for the period                                                            47.5       39.2

 Discontinued operations
 Profit for the period from discontinued operations                               32.5       2.4
 Profit for the period                                                            80.0       41.6

 Attributable to:
 Owners of the parent                                                             78.9       39.3
 Non-controlling interests                                                        1.1        2.3
                                                                                  80.0       41.6
 Earnings per share attributable to owners of the parent during the period
 From continuing operations:
 Basic (pence)                                                              6     51.6       41.1
 Diluted (pence)                                                            6     51.3       40.7
 From continuing and discontinued operations:
 Basic (pence)                                                              6     87.8       43.7
 Diluted (pence)                                                            6     87.3       43.3
 *The prior period has been restated to reflect the classification of FFM as a
 discontinued operation in the current period.

 

                                                                              2025      2024
                                                                              52 weeks  52 weeks
                                                                              £'m       £'m
 Profit for the period                                                        80.0      41.6
 Other comprehensive income/(expense)
 Items that may be subsequently reclassified to the income statement
 Exchange differences on translation of foreign operations                    10.4      (9.4)

 Gain/(loss) on cash flow hedges                                              6.3       (7.8)
 Less: Cumulative (gain)/loss arising on hedging instruments reclassified to  (2.6)     1.4
 profit or loss
 Tax on cash flow hedges reserves                                             (1.0)     1.6
                                                                              2.7       (4.8)
 Other comprehensive income/(expense) for the year net of tax                 13.1      (14.2)
 Total comprehensive income for the year                                      93.1      27.4

 Total comprehensive income attributable to:
 Owners of the parent                                                         91.7      25.4
 Non-controlling interests                                                    1.4       2.0
                                                                              93.1      27.4

 The notes are an integral part of these Company and consolidated financial
 statements.

Consolidated and Company Balance sheets

                                                                                Group     Company
                                                                      2025      2024      2025      2024
                                              Notes                   52 weeks  52 weeks  52 weeks  52 weeks
 Assets
 Non-current assets
 Property, plant and equipment                8                       330.5     329.7     -         -
 Intangible assets                            9                       116.0     141.0     -         -
 Right-of-use assets                          10                      163.8     172.8     -         -
 Investment in joint ventures and associates                          37.2      12.1      257.0     256.7
 Trade and other receivables                                          21.9      -         -         -
 Deferred tax assets                                                  26.0      17.0      -         -
                                                                      695.4     672.6     257.0     256.7
 Current assets
 Inventories                                                          240.9     197.7     -         -
 Trade and other receivables                                          265.1     253.7     10.3      8.7
 Current tax assets                                                   0.8       0.4       -         -
 Derivative financial assets                                          1.7       0.1       -         -
 Cash and cash equivalents                                            150.5     111.9     -         -
                                                                      659.0     563.8     10.3      8.7
 Total assets                                                         1,354.4   1,236.4   267.3     265.4

 Equity
 Equity attributable to owners of the parent
 Ordinary shares                                                      9.0       9.0       9.0       9.0
 Share premium                                                        144.9     144.9     144.9     144.9
 Employee share schemes reserve                                       9.1       9.0       9.2       8.9
 Foreign currency translation reserve                                 (2.0)     (12.1)    -         -
 Cashflow hedging reserve                                             5.3       2.6       -         -
 Other reserves                                                       (30.8)    (30.8)    71.0      71.0
 Retained earnings                                                    230.4     184.0     33.2      31.6
                                                                      365.9     306.6     267.3     265.4
 Non-controlling interests                                            6.3       10.2      -         -
 Total equity                                                         372.2     316.8     267.3     265.4

 Liabilities
 Non-current liabilities
 Borrowings                                   12                      194.7     213.8     -         -
 Lease liabilities                            10                      181.0     189.1     -         -
 Deferred tax liabilities                                             4.8       9.6       -         -
                                                                      380.5     412.5     -         -
 Current liabilities
 Borrowings                                   12                      82.5      29.5      -         -
 Lease liabilities                            10                      17.1      16.9      -         -
 Trade and other payables                                             496.7     451.8     -         -
 Derivative financial liabilities                                     1.0       3.1       -         -
 Current tax liabilities                                              4.4       5.8       -         -
                                                                      601.7     507.1     -         -
 Total liabilities                                                    982.2     919.6     -         -
 Total equity and liabilities                                         1,354.4   1,236.4   267.3     265.4

 Profit for the period attributable to Hilton Group plc in the consolidated
 income statement amounted to £33.1m (2024: £31.8m).

 The notes are an integral part of these Company and consolidated financial
 statements.

 

M. Allen OBE                        M.
Osborne

Director
Director

 

Hilton Food Group plc - Registered number: 06165540

 

Consolidated and Company Statement of changes in equity

 

                                                                                       Attributable to owners of the parent
                                                                                       Ordinary shares  Share premium  Employee share schemes reserve  Foreign currency translation reserve  Cash flow hedge reserve  Other reserves  Retained earnings  Total   Non-controlling interests  Total         equity
 Group                                                               Note              £'m              £'m            £'m                             £'m                                   £'m                      £'m             £'m                £'m     £'m                        £'m
 Balance at 1 January 2024                                                             9.0              144.9          6.8                             (3.0)                                 7.4                      (30.8)          176.0              310.3   11.2                       321.5
 Profit for the period                                                                 -                -              -                               -                                     -                        -               39.3               39.3    2.3                        41.6
 Other comprehensive (expense)/income
 Currency translation differences                                                      -                -              -                               (9.1)                                 -                        -               -                  (9.1)   (0.3)                      (9.4)
 (Loss) on cash flow hedging                                                           -                -              -                               -                                     (7.8)                    -               -                  (7.8)   -                          (7.8)
 Loss arising on hedging instruments reclassified to profit or loss                    -                -              -                               -                                     1.4                      -               -                  1.4     -                          1.4
 Tax on cash flow hedge reserves                                                       -                -              -                               -                                     1.6                      -               -                  1.6     -                          1.6
 Total comprehensive (loss)/income for the period                                      -                -              -                               (9.1)                                 (4.8)                    -               39.3               25.4    2.0                        27.4
 Transactions with non-controlling interest                                            -                -              -                               -                                     -                        -               (2.1)              (2.1)   (0.1)                      (2.2)
 Employee share schemes - value of employee services                                   -                -              2.0                             -                                     -                        -               -                  2.0     -                          2.0
 Tax on employee share schemes                                                         -                -              0.2                             -                                     -                        -               -                  0.2     -                          0.2
 Dividends paid                                                      7                 -                -              -                               -                                     -                        -               (29.2)             (29.2)  (2.9)                      (32.1)
 Total transactions with owners                                                        -                -              2.2                             -                                     -                        -               (31.3)             (29.1)  (3.0)                      (32.1)
 Balance at 29 December 2024                                                           9.0              144.9          9.0                             (12.1)                                2.6                      (30.8)          184.0              306.6   10.2                       316.8

 Profit for the period                                                                 -                -              -                               -                                     -                        -               78.9               78.9    1.1                        80.0
 Currency translation differences                                                      -                -              -                               10.1                                  -                        -               -                  10.1    0.3                        10.4
 Gain on cash flow hedging                                                             -                -              -                               -                                     6.3                      -               -                  6.3     -                          6.3
 Gain arising on hedging instruments reclassified to profit or loss                    -                -              -                               -                                     (2.6)                    -               -                  (2.6)   -                          (2.6)
 Tax on cash flow hedge reserves                                                       -                -              -                               -                                     (1.0)                    -               -                  (1.0)   -                          (1.0)
 Total comprehensive income for the period                                             -                -              -                               10.1                                  2.7                      -               78.9               91.7    1.4                        93.1
 Transactions with non-controlling interests                                           -                -              -                               -                                     -                        -               -                  -       (3.9)                      (3.9)
 Employee share schemes - value of employee services                                   -                -              0.3                             -                                     -                        -               -                  0.3     -                          0.3
 Tax on employee share schemes                                                         -                -              (0.2)                           -                                     -                        -               -                  (0.2)   -                          (0.2)
 Other equity movement                                                                 -                -              -                               -                                     -                        -               (1.0)              (1.0)   -                          (1.0)
 Dividends paid                                                      7                 -                -              -                               -                                     -                        -               (31.5)             (31.5)  (1.4)                      (32.9)
 Total transactions with owners                                                        -                -              0.1                             -                                     -                        -               (32.5)             (32.4)  (5.3)                      (37.7)
 Balance at 28 December 2025                                                           9.0              144.9          9.1                             (2.0)                                 5.3                      (30.8)          230.4              365.9   6.3                        372.2

 Company
 Balance at 1 January 2024                                                             9.0              144.9          6.9                             -                                     -                        71.0            29.0               260.8   -                          260.8
 Profit for the period                                                                 -                -              -                               -                                     -                        -               31.8               31.8    -                          31.8
 Total comprehensive income for the period                                             -                -              -                               -                                     -                        -               31.8               31.8    -                          31.8
 Employee share schemes - value of employee services                                   -                -              2.0                             -                                     -                        -               -                  2.0     -                          2.0
 Dividends paid                                                      7                 -                -              -                               -                                     -                        -               (29.2)             (29.2)  -                          (29.2)
 Total transactions with owners                                                        -                -              2.0                             -                                     -                        -               (29.2)             (27.2)  -                          (27.2)
 Balance at 29 December 2024                                                           9.0              144.9          8.9                             -                                     -                        71.0            31.6               265.4   -                          265.4

 Profit for the period                                                                 -                -              -                               -                                     -                        -               33.1               33.1    -                          33.1
 Total comprehensive income for the period                                             -                -              -                               -                                     -                        -               33.1               33.1    -                          33.1
 Employee share schemes - value of employee services                                   -                -              0.3                             -                                     -                        -               -                  0.3     -                          0.3
 Dividends paid                                                      7                 -                -              -                               -                                     -                        -               (31.5)             (31.5)  -                          (31.5)
 Total transactions with owners                                                        -                -              0.3                             -                                     -                        -               (31.5)             (31.2)  -                          (31.2)
 Balance at 28 December 2025                                                           9.0              144.9          9.2                             -                                     -                        71.0            33.2               267.3   -                          267.3

 Other reserves comprise the reverse acquisition reserve and merger reserve.

 

The notes are an integral part of these Company and consolidated financial
statements.

Consolidated and Company Cash flow statements

 

                                                                             Group     Company
                                                                   2025      2024      2025      2024
                                                                   52 weeks  52 weeks  52 weeks  52 weeks
                                                            Notes  £'m       £'m       £'m       £'m
 Cash flows from operating activities
 Cash generated from operations                             14     124.2     183.8     -         -
 Interest paid                                                     (35.5)    (39.6)    -         -
 Income tax paid                                                   (20.5)    (19.7)    -         -
 Net cash generated from operating activities                      68.2      124.5     -         -

 Cash flows from investing activities
 Acquisition of joint ventures and associates                      (1.1)     (4.4)     -         -
 Cash payments to acquire leasehold property                       (19.1)    -         -         -
 Disposal of subsidiary, net of cash disposed               13     16.6      -         -         -
 Disposal of discontinued operations, net of cash disposed  13     53.5      -         -         -
 Purchases of property, plant and equipment                        (69.7)    (68.0)    -         -
 Proceeds from sale of property, plant and equipment               13.7      1.1       -         -
 Purchases of intangible assets                                    (10.4)    (6.6)     -         -
 Interest received                                                 1.2       1.8       -         -
 Dividends received                                                -         -         33.1      31.8
 Dividends received from joint venture                             0.7       0.6       -         -
 Insurance proceeds for property, plant, and equipment             -         13.2      -         -
 Net cash (used in)/generated from investing activities            (14.6)    (62.3)    33.1      31.8

 Cash flows from financing activities
 Proceeds from borrowings                                          49.2      10.4      -         -
 Repayments of borrowings                                          (15.3)    (31.4)    -         -
 Payment of lease liability                                        (19.0)    (17.3)    -         -
 Transaction with non-controlling interests                        -         (2.2)     -         -
 Repayment of inter-company loan                                   -         -         (1.6)     (3.0)
 Dividends paid to owners of the parent                            (31.5)    (29.2)    (31.5)    (29.2)
 Dividends paid to non-controlling interests                       (1.4)     (2.9)     -         -
 Net cash used in financing activities                             (18.0)    (72.6)    (33.1)    (32.2)

 Net increase/(decrease) in cash and cash equivalents              35.6      (10.4)    -         (0.4)
 Cash and cash equivalents at beginning of the year                111.9     126.7     -         0.4
 Exchange gain/(losses) on cash and cash equivalents        15     3.0       (4.4)     -         -
 Cash and cash equivalents at end of the year                      150.5     111.9     -         -

 Net cash flows attributable to the operating, investing, and financing
 activities of discontinued operations are disclosed in note 11.

 The notes are an integral part of these Company and consolidated financial
 statements.

Notes to the financial statements

 

1 General information

Hilton Food Group plc ('the Company') and its subsidiaries (together 'the
Group') is leading international multi-protein food business supplying major
international food retailers in twenty-one countries in United Kingdom and
Ireland, Europe, Asia Pacific, and North America. The Company's subsidiaries
are listed in a note to the full consolidated financial statements.

The Company is a public company limited by shares incorporated and domiciled
in the UK and registered in England. The address of the registered office is
2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29 6YE. The
registered number of the Company is 06165540.

The Company is listed on the London Stock Exchange with its equity categorised
as Equity shares (commercial companies).

The financial period represents the 52 weeks to 28 December 2025 (prior
financial period 52 weeks to 29 December 2024).

This preliminary announcement was approved for issue on 30 March 2026.

2 Summary of significant accounting policies

The accounting policies are consistent with those of the annual financial
statements for the period ended 29 December 2024.

Basis of preparation

The consolidated and Company financial statements of the ultimate Parent
Company, Hilton Food Group plc, have been prepared under the historical cost
convention except for certain financial assets and liabilities measured at
fair value and in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and UK-adopted
International Accounting Standards.

The financial statements are presented in Sterling, and all values are rounded
to the nearest million (£'m) except when otherwise indicated.

The financial information included in this preliminary announcement does not
constitute statutory accounts of the Group for the years ended 28 December
2025 and 29 December 2024 but is derived from those accounts. Statutory
accounts for 2024 have been delivered to the Registrar of Companies and those
for 2025 will be delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts; their reports were (i) unqualified,
(ii) did not include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report, and (iii) did
not contain a statement under section 498(2) or (3) of the Companies Act 2006.

Restatement of Prior Period Comparatives

The Group has represented certain prior period comparative amounts to reflect
the classification of Fairfax Meadow Europe Limited ("FFM") as a discontinued
operation in the current period. In accordance with IFRS 5 Non-current Assets
Held for Sale and Discontinued Operations, the results of the discontinued
operation have been removed from continuing operations and presented
separately. The affected notes have been updated accordingly.

3 Segment information

Management have determined the operating segments based on the reports
reviewed by the Group Directors that are used to make strategic decisions.

The Executive Directors have considered the business from both a geographic
and product perspective.

From a geographic perspective, the Executive Directors consider that the Group
has four operating segments each led by a regional CEO: i) UK & Ireland
which comprises the Group's operations in United Kingdom, Republic of Ireland
and Canada; ii) Europe which includes the Group's operations in the
Netherlands, Sweden, Denmark, Central Europe and Portugal; iii) APAC
comprising the Group's operations in Australia and New Zealand; and iv)
Central costs.

From a product perspective the Executive Directors consider that the Group has
only one identifiable product, wholesaling of food protein products including
meat, fish and vegetarian products. The Executive Directors consider that no
further segmentation is appropriate, as all of the Group's operations are
subject to similar risks and returns and exhibit similar long term financial
performance.

Fairfax Meadow Europe Limited's operations were disposed of during the period
and were therefore discontinued in the current period. The segment information
in this note presents certain information for these discontinued operations,
and the impact is described in more detail in note 11.

 The segment information provided to the Executive Directors for the reportable
 segments is as follows:
                                                                UK & Ireland      Europe   APAC     Central costs           UK & Ireland      Europe   APAC     Central costs
                                                                                  2025              2024
                                                                                  Total             Total
 Group                                                          £'m               £'m      £'m      £'m            £'m      £'m               £'m      £'m      £'m            £'m
 Total revenue                                                  1,679.1           1,156.2  1,552.5  -              4,387.8  1,505.2           1,060.9  1,463.4  -              4,029.5
 Inter-co revenue                                               (37.5)            (1.5)    (2.5)    -              (41.5)   (39.3)            (1.9)    -        -              (41.2)
 Third party revenue                                            1,641.6           1,154.7  1,550.0  -              4,346.3  1,465.9           1,059.0  1,463.4  -              3,988.3
 Third party revenue from discontinued operation                (131.7)           -        -        -              (131.7)  (166.9)           -        -        -              (166.9)
 Third party revenue from continuing operations                 1,509.9           1,154.7  1,550.0  -              4,214.6  1,299.0           1,059.0  1,463.4  -              3,821.4
 Adjusted operating profit/(loss) segment result (see note 18)  41.7              43.0     29.7     (15.1)         99.3     50.9              40.8     29.8     (16.8)         104.7
 Share of loss from Alimenta Topco                              (0.7)             -        -        -              (0.7)    -                 -        -        -              -
 Amortisation of acquired intangibles                           (4.4)             (4.3)    -        -              (8.7)    (5.1)             (4.4)    -        -              (9.5)
 Adjusting/exceptional items                                    (0.8)             (30.5)   (0.2)    60.8           29.3     (1.0)             0.5      -        (0.1)          (0.6)
 Impact of IFRS 16                                              1.0               0.7      3.1      -              4.8      (0.3)             1.0      3.5      -              4.2
 Operating profit/(loss) segment result                         36.8              8.9      32.6     45.7           124.0    44.5              37.9     33.3     (16.9)         98.8

 Operating profit from discontinued operation                   (2.8)             -        -        (31.0)         (33.8)   (3.9)             -        -        -              (3.9)
 Operating profit/(loss) from continuing operations             34.0              8.9      32.6     14.7           90.2     40.6              37.9     33.3     (16.9)         94.9

 Finance income                                                 0.2               0.7      0.3      -              1.2      -                 1.1      0.7      -              1.8
 Finance costs                                                  (9.5)             (7.5)    (9.6)    (9.0)          (35.6)   (8.3)             (12.1)   (12.4)   (6.8)          (39.6)
 Income tax (expense)/credit                                    (9.1)             0.7      (8.0)    6.8            (9.6)    (8.9)             (9.2)    (7.2)    5.9            (19.4)
 Profit/(loss) for the period                                   18.4              2.8      15.3     43.5           80.0     27.3              17.7     14.4     (17.8)         41.6
 Profit from discontinued operation                             (1.5)             -        -        (31.0)         (32.5)   (2.4)             -        -        -              (2.4)
 Profit/(loss) from continuing operations                       16.9              2.8      15.3     12.5           47.5     24.9              17.7     14.4     (17.8)         39.2

 Depreciation, amortisation and impairment                      23.6              24.3     28.7     0.7            77.3     24.4              32.4     31.0     0.5            88.3
 Additions to non-current assets                                54.0              13.8     8.1      4.3            80.2     40.3              24.9     8.1      1.2            74.5

 Segment assets                                                 513.3             358.6    364.7    82.4           1,319.0  456.9             343.5    371.4    47.2           1,219.0
 Current tax assets                                                                                                0.8                                                         0.4
 Deferred tax assets                                                                                               26.0                                                        17.0
 Total assets                                                                                                      1,345.8                                                     1,236.4

 Segment liabilities                                            245.8             190.1    312.9    215.6          964.4    209.0             178.9    325.1    191.2          904.2
 Current tax liabilities                                                                                           4.4                                                         5.8
 Deferred tax liabilities                                                                                          4.8                                                         9.6
 Total liabilities                                                                                                 973.6                                                       919.6

 

Sales between segments are carried out at arm's length.

The Executive Directors assess the performance of each operating segment based
on its operating profit before adjusting/exceptional items and amortisation of
acquired intangibles and also before the impact of IFRS 16 (see note 18).
Operating profit is measured in a manner consistent with that in the
consolidated income statement.

The amounts provided to the Executive Directors with respect to total assets
and liabilities are measured in a manner consistent with that of the financial
statements. The assets are allocated based on the operations of the segment
and their physical location. The liabilities are allocated based on the
operations of the segment.

The Group has five principal customers (comprising groups of entities known to
be under common control), Tesco, Ahold Delhaize, Coop Danmark, ICA Gruppen and
Woolworths. These customers are located in the United Kingdom, Netherlands,
Belgium, Republic of Ireland, Sweden, Denmark and Central Europe including
Poland, Czech Republic, Hungary, Slovakia, Latvia, Lithuania and Estonia and
APAC.

 

 Analysis of revenues from external customers and non-current assets from
 continuing operations are as follows:
                                       Revenues from external customers      Non-current assets excluding deferred tax assets
                                       2025               2024*              2025                             2024*
 Group                                 £'m                £'m                £'m                              £'m
 Analysis by geographical area
 United Kingdom - country of domicile  1,344.0            1,193.9            281.5                            253.4
 Netherlands                           538.0              492.6              96.6                             99.2
 Belgium                               -                  14.3               -                                0.1
 Sweden                                298.2              271.2              24.0                             22.4
 Republic of Ireland                   163.8              100.6              25.7                             14.7
 Denmark                               147.6              126.2              15.4                             15.3
 Central Europe                        173.0              159.5              23.7                             22.1
 APAC                                  1,550.0            1,463.1            202.4                            228.4
                                       4,214.6            3,821.4            669.3                            655.6
 Analysis by principal customer
 Customer 1                            1,415.7            1,211.3
 Customer 2                            407.3              356.2
 Customer 3                            297.6              268.2
 Customer 4                            144.8              119.4
 Customer 5                            1,375.9            1,291.7
 Other                                 573.3              574.6
                                       4,214.6            3,821.4
 *The prior period has been restated to reflect the classification of FFM as a
 discontinued operation in the current period.
 4 Finance income and finance costs
                                                                                               2025                          2024*
 Group                                                                                         £'m                           £'m
 Finance income
 Interest income on short term bank deposits                                                   0.9                           1.4
 Other interest income                                                                         0.2                           0.3
 Finance income                                                                                1.1                           1.7
 Finance costs
 Interest expense on bank borrowings                                                           (19.0)                        (18.9)
 Less: amounts included in the costs of qualifying assets                                      1.7                           -
                                                                                               (17.3)                        (18.9)
 Interest on lease liabilities                                                                 (7.5)                         (8.3)
 Interest expense on customer-provided supply chain financing                                  (9.0)                         (9.6)
 Other interest expense                                                                        (1.4)                         (2.4)
 Finance costs                                                                                 (35.2)                        (39.2)
 Finance costs - net                                                                           (34.1)                        (37.5)
 *The prior period has been restated to reflect the classification of FFM as a
 discontinued operation in the current period.

 

 5 Income tax expense
                                                             2025    2024*
 Group                                                       £'m     £'m
 Current income tax
 Current tax on profits for the period                       17.0    21.2
 Adjustments to current tax in respect of previous periods   2.5     (0.8)
 Total current tax                                           19.5    20.4
 Deferred income tax
 Origination and reversal of temporary differences           (10.5)  (1.9)
 Adjustments to deferred tax in respect of previous periods  (0.4)   (0.3)
 Total deferred tax (credit)                                 (10.9)  (2.2)
 Income tax expense                                          8.6     18.2
 *The prior period has been restated to reflect the classification of FFM as a
 discontinued operation in the current period.

 

Deferred tax charged directly to equity during the period in respect of
employee share schemes amounted to (£0.2m) (2024: credit £0.2m).

Deferred tax charged directly to the statement of other comprehensive income
during the period in respect of cash flow hedges amounted to (£1.0m) (2024:
charge £1.6m).

No tax charge or credit arose on the disposal of subsidiaries.

Factors affecting future tax charges

The Group operates in numerous tax jurisdictions around the world and is
subject to factors that may affect future tax charges including transfer
pricing, tax rate changes and tax legislation changes.

The Group has applied the exception from the accounting requirements for
deferred taxes as per IAS 12 - paragraph 88. Accordingly, the Group neither
recognises nor discloses information about deferred tax assets and liabilities
related to Pillar Two income taxes.

On 20 June 2023, the government of the United Kingdom, where the parent
company is incorporated, enacted the Pillar Two income taxes legislation. The
Group is within the scope of Pillar Two with effect from 1 January 2024 under
UK legislation. Pillar Two legislation has also been enacted in other
jurisdictions where the Group operates and may affect computation of top-up
taxes for those markets. Under the legislation, the Group is required to pay
top-up tax on profits that are taxed at an effective tax rate of less than 15
per cent.

The Group's current tax expense/(income) related to Pillar Two income taxes is
£nil (2024: £nil).

The tax on the Group's profit before income tax differs from the theoretical
amount that would arise using the standard rate of UK Corporation Tax of 25%
(2024: 25%) applied to profits of the consolidated entities as follows:

                                                                                2025    2024
                                                                                £'m     £'m
 Profit before income tax on continuing operations                              56.1    57.4
 Profit before income tax on discontinued operation                             33.5    3.6
 Profit before income tax                                                       89.6    61.0
 Tax calculated at the standard rate of UK Corporation Tax 25.0% (2024: 25.0%)  22.4    15.3
 Effects of:
 Expense not deductible                                                         0.4     2.0
 Joint venture results received                                                 (0.1)   (0.1)
 Adjustments to tax in respect of previous periods                              2.1     (1.0)
 Profits taxed at rates other than 25.0% (2024: 25.0%)                          0.1     0.1
 Capital gains                                                                  0.1     -
 Impact of change in tax rates                                                  -       0.2
 Non-taxable income/expense                                                     (17.2)  -
 Double tax relief                                                              0.1     0.1
 Tax deduction arising from exercise of employee options                        (0.1)   -
 Derecognition of deferred tax assets                                           -       2.3
 Non-recognition of current year losses                                         0.2     -
 Tax losses for which no deferred income tax asset was recognised               0.6     -
 Deferred tax on share based payment                                            0.6     0.2
 Non-qualifying depreciation                                                    0.4     0.3
 Income tax expense                                                             9.6     19.4
 Income tax expense for discontinued operation                                  (1.0)   (1.2)
 Income tax expense for continuing operations                                   8.6     18.2

 Adjustments to tax in respect of prior periods have resulted from changes in
 assumptions in respect of deductible expenses and the application of capital
 allowances.

 

6 Earnings per share

 

Basic earnings per share are calculated by dividing the profit attributable to
owners of the parent by the weighted average number of ordinary shares in
issue during the period.

Diluted earnings per share are calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Group has outstanding share options for which a
calculation is done to determine the number of shares that could have been
acquired at fair value (determined as the average annual market share price of
the Group's shares) based on the monetary value of the subscription rights
attached to outstanding share options. The number of shares calculated as
above is compared with the number of shares that would have been issued
assuming the exercise of the share options.

 

                                                                                              2025            2024
 Group                                                                                 Basic  Diluted  Basic  Diluted
 Profit from continuing operations attributable to owners of the parent    (£'m)       46.4   46.4     36.9   36.9
 Profit from discontinued operations attributable to owners of the parent  (£'m)       32.5   32.5     2.4    2.4
 Profit attributable to owners of the parent                               (£'m)       78.9   78.9     39.3   39.3
 Weighted average number of ordinary shares in issue                       (millions)  89.9   89.9     89.7   89.7
 Adjustment for share options                                              (millions)  -      0.5      -      0.9
 Adjusted weighted average number of ordinary shares                       (millions)  89.9   90.4     89.7   90.6
 Basic and diluted earnings per share from continuing operations           (pence)     51.6   51.3     41.1   40.7
 Basic and diluted earnings per share from discontinued operations         (pence)     36.2   36.0     2.6    2.6
 Basic and diluted earnings per share                                      (pence)     87.8   87.3     43.7   43.3

 

 

 7 Dividends
                                                                                 2025  2024
 Group and Company                                                               £'m   £'m
 Final dividend in respect of 2024 paid 24.9p per ordinary share (2024: 23.0p)   22.4  20.6
 Interim dividend in respect of 2025 paid 10.1p per ordinary share (2024: 9.6p)  9.1   8.6
 Total dividends paid                                                            31.5  29.2

 

The Directors propose a final dividend of 24.9p (2024: 24.9p) per share
payable on 26 June 2026 to shareholders who are on the register at 29 May
2026. This dividend totalling £22.4m (2024: £22.4m) has not been included as
a liability in these consolidated financial statements in accordance with IAS
10: Events after the reporting period.

The Hilton Food Group plc Employee Benefit Trust, which operates in connection
with that Plan, elected to waive it's right to receive dividends on shares
held by it. During the period, the value of dividends waived was £18,164
(2024: £14,714).

 8 Property, plant and equipment
                                          Land and buildings (including leasehold improvements)     Plant and machinery            Fixtures and fittings             Motor vehicles           Asset under construction      Total
 Group                                    £'m                                                       £'m                            £'m                               £'m                      £'m                           £'m
 Cost
 At 1 January 2024                        149.3                                                     544.8                          36.0                              1.1                      34.4                          765.6
 Exchange adjustments                     (3.3)                                                     (26.1)                         (1.9)                             -                        0.9                           (30.4)
 Additions                                15.6                                                      10.5                           1.2                               0.1                      40.6                          68.0
 Transfers                                1.7                                                       29.0                           5.2                               -                        (36.0)                        (0.1)
 Disposals                                (5.2)                                                     (14.5)                         (0.5)                             (0.2)                    -                             (20.4)
 At 29 December 2024                      158.1                                                     543.7                          40.0                              1.0                      39.9                          782.7
 Accumulated depreciation and impairment
 At 1 January 2024                        57.1                                                      361.6                          22.2                              0.6                      -                             441.5
 Exchange adjustments                     (1.1)                                                     (14.3)                         (0.9)                             -                        -                             (16.3)
 Charge for the period                    7.4                                                       35.5                           4.1                               0.1                      -                             47.1
 Impairment                               -                                                         (0.4)                          -                                 -                        0.4                           -
 Transfers                                -                                                         1.8                            (1.8)                             -                        -                             -
 Disposals                                (5.1)                                                     (13.7)                         (0.4)                             (0.1)                    -                             (19.3)
 At 29 December 2024                      58.3                                                      370.5                          23.2                              0.6                      0.4                           453.0
 Net book value
 At 1 January 2024                        92.2                                                      183.2                          13.8                              0.5                      34.4                          324.1
 At 29 December 2024                      99.8                                                      173.2                          16.8                              0.4                      39.5                          329.7

 Cost
 At 30 December 2024                      158.1                                                     543.7                          40.0                              1.0                      39.9                          782.7
 Exchange adjustments                     3.7                                                       12.3                           2.2                               0.1                      0.6                           18.9
 Additions                                6.8                                                       4.2                            0.9                               0.1                      57.8                          69.8
 Transfers                                -                                                         -                              -                                 -                        (1.5)                         (1.5)
 Reclassification*                        11.1                                                      31.2                           3.5                               0.4                      (32.9)                        13.3
 Disposals                                (18.6)                                                    (34.7)                         (1.8)                             (0.1)                    (2.7)                         (57.9)
 At 28 December 2025                      161.1                                                     556.7                          44.8                              1.5                      61.2                          825.3
 Accumulated depreciation and impairment
 At 30 December 2024                      58.3                                                      370.5                          23.2                              0.6                      0.4                           453.0
 Exchange adjustments                     1.3                                                       10.5                           1.2                               0.1                      -                             13.1
 Charge for the period                    6.6                                                       36.5                           3.9                               0.1                      -                             47.1
 Impairment                               -                                                         0.1                            -                                 -                        -                             0.1
 Reclassification*                        7.4                                                       (0.5)                          5.9                               0.5                      -                             13.3
 Disposals                                (2.0)                                                     (28.1)                         (1.6)                             (0.1)                    -                             (31.8)
 At 28 December 2025                      71.6                                                      389.0                          32.6                              1.2                      0.4                           494.8
 Net book value
 At 30 December 2024                      99.8                                                      173.2                          16.8                              0.4                      39.5                          329.7
 At 28 December 2025                      89.5                                                      167.7                          12.2                              0.3                      60.8                          330.5
 *During the period, reclassification was made between cost and accumulated
 depreciation and impairment of £13.3m which had no impact on net book value.
 9 Intangible assets
                                                                       Computer software                        Brand and customer relationships      Asset under construction      Goodwill                 Total
 Cost
 At 1 January 2024                                                     25.4                                     79.2                                  4.6                           83.8                     193.0
 Exchange adjustments                                                  (1.1)                                    (0.7)                                 -                             (0.5)                    (2.3)
 Additions                                                             2.6                                      -                                     3.9                           -                        6.5
 Transfers                                                             1.2                                      -                                     (0.6)                         (0.5)                    0.1
 At 29 December 2024                                                   28.1                                     78.5                                  7.9                           82.8                     197.3
 Accumulated amortisation and impairment
 At 1 January 2024                                                     12.2                                     24.7                                  -                             -                        36.9
 Exchange adjustments                                                  (0.8)                                    (0.2)                                 -                             -                        (1.0)
 Charge for the period                                                 2.5                                      8.1                                   -                             -                        10.6
 Impairment                                                            -                                        -                                     -                             9.8                      9.8
 At 29 December 2024                                                   13.9                                     32.6                                  -                             9.8                      56.3
 Net book value
 At 1 January 2024                                                     13.2                                     54.5                                  4.6                           83.8                     156.1
 At 29 December 2024                                                   14.2                                     45.9                                  7.9                           73.0                     141.0

 Cost
 At 30 December 2024                                                   28.1                                     78.5                                  7.9                           82.8                     197.3
 Exchange adjustments                                                  0.5                                      2.2                                   -                             1.0                      3.7
 Additions                                                             3.2                                      -                                     7.2                           -                        10.4
 Transfers                                                             1.5                                      -                                     -                             -                        1.5
 Reclassification*                                                     1.4                                      -                                     (1.3)                         -                        0.1
 Disposals                                                             (13.6)                                   (18.7)                                (0.5)                         (7.0)                    (39.8)
 At 28 December 2025                                                   21.1                                     62.0                                  13.3                          76.8                     173.2
 Accumulated amortisation and impairment
 At 30 December 2024                                                   13.9                                     32.6                                  -                             9.8                      56.3
 Exchange adjustments                                                  0.4                                      1.0                                   -                             -                        1.4
 Charge for the period                                                 2.1                                      7.4                                   -                             -                        9.5
 Reclassification*                                                     0.1                                      -                                     -                             -                        0.1
 Disposals                                                             (2.1)                                    (8.0)                                 -                             -                        (10.1)
 At 28 December 2025                                                   14.4                                     33.0                                  -                             9.8                      57.2
 Net book value
 At 30 December 2024                                                   14.2                                     45.9                                  7.9                           73.0                     141.0
 At 28 December 2025                                                   6.7                                      29.0                                  13.3                          67.0                     116.0
 *During the period, reclassification was made between cost and accumulated
 amortisation and impairment of £0.1m which had no impact on net book value.

 

Goodwill Impairment Testing

The goodwill generated as a result of major acquisitions represents the
premium paid in excess of the fair value of all net assets, including
intangible assets, identified at the point of acquisition. The carrying value
of goodwill includes a premium paid in order to secure shareholder agreement
to the business combination, that is less than the value that the Directors
believed could be added to the acquired businesses.

The Group tests goodwill annually for impairment, or more frequently where
indicators of impairment arise. In accordance with IAS 36 Impairment of
Assets, recoverable amounts are assessed at the CGU or group‑of‑CGUs
level. Recoverable amount is determined using value‑in‑use ("VIU"),
calculated through a discounted cash flow model. For each CGU tested, the
calculated recoverable amount exceeded its carrying value and no impairment
was identified.

The Dalco CGU's goodwill was fully written down in 2024; however, the Group
identified indicators of impairment during the period and therefore performed
an impairment assessment, in respect of the carrying value of its other
non-current assets, in accordance with IAS 36.

The key assumptions applied in the VIU calculations for all CGUs are the
revenue growth rates and the pre‑tax discount rates. Revenue growth and
profit before tax are based on a one‑year Board‑approved budget and
longer‑term five‑year forecasts, which reflect past performance and
expected changes in sales prices, volumes, business mix and margins.

For the Dalco CGU, these projected cash flows are further risk‑adjusted to
reflect the specific uncertainties relating to this segment. Discount rates
are benchmarked against externally sourced WACC data.

Cash flows beyond the five‑year period are extrapolated using terminal
growth rates derived from external benchmarks and long‑term inflation
expectations.

Cash flows are discounted at a pre-tax discount rate of 12.02% (UK &
Ireland, FY24: 11.9%), 12.8% (Europe, FY24: 12.1%) and 11.2% (Dalco, FY24:
12.1%)  with a growth rate of 0.7%-2.0% ( UK & Ireland, FY24: 1.5% -
2.8%), 0.8% - 2.0% (Europe, FY24: 1.1% - 2.0%) and 2.0%-7.5% (Dalco, FY24:
2.0% - 35.5%) used to extrapolate cash flows. No sensitivity analysis has been
undertaken for the UK&I or Europe Segments as there is no reasonably
possible change in key assumptions that could result in an impairment.

The Group performed a sensitivity analysis, as of 28 December 2025, for each
of the key assumptions used in Dalco CGU, including an increase of 1% in the
discount rate used and a decrease of 5% in the volume growth rate, which Group
considers to be reasonably possible changes. None of these reasonably possible
scenarios would result in an impairment in the carrying value of the assets in
the Dalco CGU.

 

 10 Leases

 (i) Amounts recognised in the consolidated balance sheet
 The consolidated balance sheet includes the following amounts relating to
 leases:

 Lease: right-of-use assets                                                   Land & Buildings                       Equipment                  Vehicles  Total
 Group                                                                        £'m                                    £'m                        £'m       £'m
 Opening net book amount as at 1 January 2024                                 185.5                                  7.2                        1.4       194.1
 Exchange Adjustments                                                         (13.6)                                 (0.2)                      (0.1)     (13.9)
 Additions                                                                    8.8                                    4.7                        1.4       14.9
 Remeasurements, reclassification and scope changes                           1.8                                    0.9                        0.2       2.9
 Depreciation                                                                 (16.7)                                 (3.3)                      (0.8)     (20.8)
 Disposals                                                                    (3.9)                                  (0.4)                      (0.1)     (4.4)
 Closing net book amount as at 29 December 2024                               161.9                                  8.9                        2.0       172.8

 Exchange Adjustments                                                         (1.6)                                  0.2                        0.1       (1.3)
 Additions                                                                    13.5                                   2.2                        1.5       17.2
 Remeasurements, reclassification and scope changes                           1.1                                    0.6                        0.1       1.8
 Depreciation                                                                 (15.9)                                 (3.5)                      (1.2)     (20.6)
 Disposals                                                                    (3.0)                                  (2.8)                      (0.3)     (6.1)
 Closing net book amount as at 28 December 2025                               156.0                                  5.6                        2.2       163.8

 Lease liabilities                                                                                                                              2025      2024
 Group                                                                                                                                          £'m       £'m
 Current                                                                                                                                        17.1      16.9
 Non-current                                                                                                                                    181.0     189.1
                                                                                                                                                198.1     206.0

 Maturity analysis - contractual undiscounted cash flows                                                                                        2025      2024
 Group                                                                                                                                          £'m       £'m
 Less than one year                                                                                                                             24.3      24.5
 One to five years                                                                                                                              77.7      81.0
 More than five years                                                                                                                           157.9     164.4
 Total lease liabilities                                                                                                                        259.9     269.9

 (ii) Amounts recognised in the consolidated income statement
 The consolidated income statement shows the following amounts related to
 leases:

 Depreciation charge on right-of-use assets                                                                                                     2025      2024
 Group                                                                                                                                          £'m       £'m
 Land and Buildings                                                                                                                             15.9      16.7
 Equipment                                                                                                                                      3.5       3.3
 Vehicles                                                                                                                                       1.2       0.8
                                                                                                                                                20.6      20.8

 Interest expenses including discontinued operations (included in finance                                                                       7.8       8.6
 costs)

 Expenses relating to short-term leases (included in costs of goods sold and                                                                    -         0.1
 administrative expenses)

 The total cash outflow for leases in 2025 was £25.7m (2024: £25.9m).

 In 2024, Hilton Foods Canada Inc. entered into a 20‑year lease for a factory
 building. As the lease had not commenced by the period end, no lease liability
 or right-of-use asset was recognised as at 28 December 2025.

 In addition, the Group has paid prepaid rent of £19.1m, which is presented
 within trade and other receivables disclosed in a note to the full
 consolidated financial statements. This amount will be reclassified to
 right-of-use assets when the lease commences.

 The Group's aggregate future cash outflows under this agreement consist of
 annual lease payments of £5.9 million, subject to an annual increase based on
 CPI but not more than 2.25%.

 Variable Lease Payments
 Leases with liabilities recognised of £10.1m (2024: £8.6m), accounting for
 5.0% (2024: 4.2%) of total lease liabilities, are subject to five yearly RPI
 linked rent reviews. These rent reviews are subject to a minimum collar, the
 impact of which is included in the calculation of lease liabilities and a
 maximum cap. If the impact of these variable lease payments had been
 recognised, applying index levels as at 29 December 2025, lease liabilities
 would have increased by £6.3m (2024: £5.0m).

 In addition, leases with liabilities recognised totalling £1.3m (2024:
 £2.8m), accounting for 0.6% (2024: 1.3%) of total lease liabilities, are
 subject to annual CPI linked rent increases.

11 Discontinued operations

On 28 September 2025, the Group completed the disposal of Fairfax Meadow
Europe Limited ("FFM"). The disposal formed part of the Group's strategic
review to align its operations more closely with its core strengths.

Details of the assets and liabilities disposed of, and the calculation of the
profit on disposal, are disclosed in note 13.

The results of the discontinued operations, which have been included in the
profit for the period, were as follows:

                                                     Period ended 28 September 2025  Period ended 29 December 2024
 Group                                               £'m                             £'m
 Revenue                                             131.7                           166.9
 Expenses                                            (129.2)                         (163.3)
 Profit before tax                                   2.5                             3.6
 Attributable tax expense                            (1.0)                           (1.2)
 Profit from discontinued operations                 1.5                             2.4
 Gain on disposal of discontinued operations         31.0                            -
 Attributable tax expense                            -                               -
 Net profit attributable to discontinued operations  32.5                            2.4

 Cash flows from discontinued operations
 Net cash from operating activities                  1.3                             1.4
 Net cash (used in) from investing activities        (1.0)                           (6.1)
 Net cash (used in) from financing activities        (0.1)                           (1.1)

 

A gain of £31.0m arose on the disposal of FFM, being the difference between
the proceeds of disposal and the carrying amount of its subsidiary's net
assets.

 

 12 Borrowings
                                2025   2024
 Group                          £'m    £'m
 Current
 Bank overdraft                 11.7   4.0
 Bank borrowings                46.3   25.5
 Supplier finance arrangements  24.5   -
                                82.5   29.5
 Non-current
 Bank borrowings                194.7  213.8
 Total borrowings               277.2  243.3

 Due to the frequent re-pricing dates of the Group's loans, the fair value of
 current and non-current borrowings is approximate to their carrying amount.
 The carrying amounts of the Group's borrowings are denominated in the
 following currencies:
                                2025   2024
 Currency                       £'m    £'m
 UK Pound                       177.7  146.3
 Euro                           54.7   28.8
 Polish Zloty                   3.1    5.0
 Australian Dollar              35.3   51.1
 New Zealand Dollar             6.4    12.1
                                277.2  243.3

 

Bank borrowings are repayable in quarterly instalments from 2025 - 2027 with
interest charged at SONIA (or equivalent benchmark rates) plus 1.95% - 2.10%.
Bank borrowings are subject to joint and several guarantees from each active
Group undertaking.

The Group remains within its bank facility covenants: For 2025, Group net
debt: EBITDA covenant is at 0.9x giving headroom of 2.1x and interest cover is
5.6x, giving a headroom of 1.6x. Undrawn, committed, banking facilities, at
the 2025 full period end totalled £106.0m (2024: £108.0m).

In February 2026, the Group completed the refinance of its bank facility
increasing the overall facilities to £450.0m across a single RCF, increasing
the available headroom. The facility has an initial term of 5 years with
extension options available that enable extension over the following two
years.

The undiscounted contractual maturity profile of the Group's borrowings is
described in a note to the full consolidated financial statements.

Supplier finance arrangements

During the period, the Group entered into a supplier finance arrangement with
a single settlement bank. Under the arrangement, the bank pays participating
suppliers on the original due date of approved invoices, and the Group pays
the bank 30 days later. At 28 December 2025, the carrying amount of
liabilities subject to the arrangement was £24.5m, all of which is related to
invoices for which suppliers had already been paid by the settlement bank. The
arrangement is unsecured, no guarantees or security have been provided by the
Group, and related cash outflows are classified within financing activities.
No comparative amounts are presented as the arrangement did not exist in the
prior period. These liabilities are presented within current borrowings.

The Group does not face a significant liquidity risk as a result of its
supplier finance arrangements given the limited amount of liabilities subject
to supplier finance arrangements and the Group's access to other sources of
finance on similar terms.

Group net debt is analysed as per note 15.

 

13 Disposal of subsidiaries

During the period, the Group disposed of two subsidiaries:

Foods Connected Limited ("FCL")

On 18 September 2025, the Group disposed of its 65% interest in FCL to
Alimenta Bidco Ltd ("Bidco") for a total consideration comprising of £21.8m
cash and £24.3m of equity instruments in Alimenta Topco Ltd ("Topco"),
resulting from same-day issuance and conversion of rollover loan notes. The
disposal was structured as a single transaction involving a series of put and
call options exercises within the Alimenta Group.

Following the disposal of FCL, the Group holds an investment in Topco
representing 24.0% of the ordinary equity and 26.3% on a fully diluted basis,
together with board representation and voting rights, and ultimately
indirectly retains a 26.3% interest in the FCL business. The Group therefore
exercises significant influence and accounts for the investment as an
associate using the equity method, disclosed in a note to the full
consolidated financial statements.

Fairfax Meadow Europe Limited ("FFM")

On 28 September 2025, the Group disposed of its 100% interest in FFM for gross
cash consideration of £54.4m.

The impact of FFM on the Group's results in the current and prior years is
disclosed in note 11.

The gain on disposal of FFM is included in the profit for the period from
discontinued operations (see note 11).

The assets and liabilities derecognised at the date of disposal for both FFM
and FCL were as follows:

                                                                                Foods Connected Ltd  Fairfax Meadow Europe Limited
 Disposal of subsidiaries                                                       £'m                  £'m
 Property, plant and equipment                                                  0.1                  9.9
 Intangible assets                                                              16.1                 6.6
 Right-of-use assets                                                            0.2                  5.7
 Inventories                                                                    -                    12.8
 Trade and other receivables                                                    2.9                  16.0
 Current tax assets                                                             0.4                  -
 Cash and cash equivalents                                                      0.1                  0.3
 Lease liabilities                                                              (0.2)                (6.0)
 Provisions                                                                     -                    (1.1)
 Deferred tax liability                                                         (1.2)                (2.7)
 Current tax liability                                                          -                    (2.3)
 Trade payables                                                                 (12.3)               (20.1)
 Attributable goodwill                                                          3.3                  3.7
 Non-controlling interest                                                       (3.9)                -
 Net assets disposed of                                                         5.5                  22.8
 Gain on disposal                                                               35.5                 31.0
 Total consideration, net of transaction costs                                  41.0                 53.8

 Satisfied by:
 Cash and cash equivalents, net of transaction costs                            16.7                 53.8
 Non-cash consideration                                                         24.3                 -
 Total consideration transferred                                                41.0                 53.8

 Cash flows from disposal:
 Consideration received in cash and cash equivalents, net of transaction costs  16.7                 53.8
 Less: cash and cash equivalents disposed of                                    (0.1)                (0.3)
                                                                                16.6                 53.5

 

There were no disposals of subsidiaries made in 2024.

 

 14 Cash generated from operations
                                                                                                                                           2025                    2024
 Group                                                                                                                                     £'m                     £'m
 Profit before income tax
 Continuing operations                                                                                                                     56.1                    57.4
 Discontinued operations                                                                                                                   33.5                    3.6
 Profit before income tax including discontinued operations                                                                                89.6                    61.0
 Finance costs - net                                                                                                                       34.4                    37.8
 Operating profit including discontinued operations                                                                                        124.0                   98.8
 Adjustments for non-cash items:
 Share of post-tax profits of joint venture                                                                                                (0.4)                   (0.4)
 Depreciation of property, plant and equipment                                                                                             47.1                    47.1
 Depreciation of leased assets                                                                                                             20.6                    20.8
 Impairment of intangible asset                                                                                                            -                       9.8
 Insurance proceeds adjustments for property, plant, and equipment                                                                         -                       (13.2)
 Amortisation of intangible assets                                                                                                         9.5                     10.6
 Gain on disposal of subsidiaries                                                                                                          (66.5)                  -
 Loss on disposal of property, plant and equipment                                                                                         2.4                     0.1
 Adjustment in respect of employee share schemes                                                                                           0.4                     2.0
 Movement in inventories                                                                                                                   (52.2)                  (18.0)
 Movement in trade and other receivables                                                                                                   (33.8)                  24.2
 Movement in trade and other payables                                                                                                      63.8                    (7.0)
 Net exchange differences                                                                                                                  9.3                     9.0
 Cash generated from operations                                                                                                            124.2                   183.8

 The Company has no operating cash flows.
 15 Analysis and movement in net debt

 This section sets out an analysis of net debt and the movements in net debt
 for each of the periods presented.

                                                                                                                           2025                        2024
 Group                                                                                                                     £'m                         £'m
 Cash and cash equivalents                                                                                                 150.5                       111.9
 Borrowings (including overdrafts)                                                                                         (277.2)                     (243.3)
 Net bank debt                                                                                                             (126.7)                     (131.4)

 Lease liabilities                                                                                                         (198.1)                     (206.0)
 Net debt                                                                                                                  (324.8)                     (337.4)

                       Cash/other financial assets  Borrowings           (including overdrafts)            Net bank debt   Lease liabilities           Net debt
 01 January 2024       126.7                        (266.4)                                                (139.7)         (226.9)                     (366.6)
 Cash flows            (10.4)                       21.0                                                   10.6            17.5                        28.1
 Lease additions       -                            -                                                      -               (13.4)                      (13.4)
 Exchange adjustments  (4.4)                        2.1                                                    (2.3)           16.8                        14.5
 29 December 2024      111.9                        (243.3)                                                (131.4)         (206.0)                     (337.4)

 Cash flows            35.6                         (36.1)                                                 (0.5)           19.0                        18.5
 Lease additions       -                            -                                                      -               (17.2)                      (17.2)
 Exchange adjustments  3.0                          2.2                                                    5.2             6.1                         11.3
 28 December 2025      150.5                        (277.2)                                                (126.7)         (198.1)                     (324.8)

 

16 Post balance sheet events

In February 2026, the Group completed the refinancing of its banking
facilities, increasing total committed facilities to £450.0m from £408.0m
previously (which comprised a £290.0m RCF and £118.0m term loans). The new
structure consolidates these into a single multicurrency revolving credit
facility, removing term loan amortisation and enhancing liquidity and
flexibility. The facility has a five-year term with two one-year extension
options. Financial covenants remain broadly consistent.

 

17 Related party transactions and ultimate controlling party

 

The companies noted below are all deemed to be related parties by way of
common Directors.

Sales and purchases made on an arm's length basis on normal credit terms to
related parties during the period were as follows:

 Group                                                                                                                                                       2025                       2024
 Sales                                                                                                                                                       £'m                        £'m
 Sohi Meat Solutions Distribuicao de Carnes SA - fees for services                                                                                           2.2                        3.7
 Sohi Meat Solutions Distribuicao de Carnes SA - recharge of joint venture                                                                                   0.6                        0.7
 costs

 Group                                                                                                                                                       2025                       2024
 Purchases                                                                                                                                                   £'m                        £'m
 Agito Holdings Limited                                                                                                                                      26.6                       9.2

 Amounts owing from related parties at the period end were as follows:
                                                                                                                                                             Owed from related parties
                                                                                                                                                             2025                       2024
 Group                                                                                                                                                       £'m                        £'m
 Agito Holdings Limited                                                                                                                                      2.6                        3.0
 Sohi Meat Solutions Distribuicao de Carnes SA                                                                                                               2.1                        3.9
 NADEC Hilton Limited                                                                                                                                        0.5                        -
 Cellular Agriculture Ltd                                                                                                                                    5.1                        -
                                                                                                                                                             10.3                       6.9

 Amounts owing to related parties at the period end were as follows:
                                                                                                                                                             Owed to related parties
                                                                                                                                                             2025                       2024
 Group                                                                                                                                                       £'m                        £'m
 Agito Holdings Limited                                                                                                                                      0.5                        1.0
 Sohi Meat Solutions Distribuicao de Carnes SA                                                                                                               -                          0.5
                                                                                                                                                             0.5                        1.5

 Amounts owed from and to related parties are unsecured, interest free and
 repayable on demand.
 18 Alternative Performance Measures

 The Group's performance is assessed using a number of alternative performance
 measures (APMs) that are not required or defined under IFRS.

 The Group considers adjusted results to be an important measure used to
 monitor how the Group is performing as they achieve consistency and
 comparability between reporting periods and management believe they provide
 useful additional information about the Group's performance and trends to
 stakeholders.

 These measures are consistent with those used internally and are considered
 important to understanding the financial performance and financial health of
 the Group.

 The Group's alternative performance measures are presented before other
 adjusting/exceptional items, amortisation of certain intangible assets and
 depreciation of fair value adjustments made to property, plant and equipment
 acquired through business combinations and the impact of IFRS 16 - Leases.

 Adjusted performance measures are reconciled to unadjusted IFRS results on the
 face of the income statement below with other APMs used by the Group defined
 in the subsequent glossary.
                                                                               52 weeks ended                                                   52 weeks ended
                                                                               28 December                                                      29 December
                                                                                                                               2025                                                                   2024
                                                                                                                               £'m                                                                    £'m
                                                                               Continuing operations  Discontinued operations  Total            Continuing operations     Discontinued operations     Total

 Revenue                                                                       4,214.6                131.7                    4,346.3          3,821                     166.9                       3,988.3

 Operating profit                                                              90.2                   33.8                     124.0            95                        3.9                         98.8
 Add back: IFRS 16 depreciation and impairment                                 19.4                   1.2                      20.6             19.0                      1.6                         20.6
 Less: IAS 17 lease accounting                                                 (24.1)                 (1.3)                    (25.4)           (22.8)                    (2.0)                       (24.8)
 Add back: Amortisation of acquired intangibles and fair value adjustments     7.4                    1.3                      8.7              7.7                       1.8                         9.5
 Add back: Share of loss from Alimenta(1)                                      0.7                    -                        0.7              -                         -                           -
 Other adjusting/exceptional items:
 Gain on disposal of subsidiaries(2)                                           (35.5)                 (31.0)                   (66.5)           -                         -                           -
 Foppen inventory write-off and operational disruption(3)                      27.6                   -                        27.6             -                         -                           -
 Strategic project and transformation costs(4)                                 4.6                    -                        4.6              -                         -                           -
 Restructuring costs(5)                                                        4.8                    0.2                      5.0              3.9                       0.3                         4.2
 Costs related to the Belgium fire                                             -                      -                        -                (0.6)                     -                           (0.6)
 Insurance proceeds                                                            -                      -                        -                (13.2)                    -                           (13.2)
 Impairment                                                                    -                      -                        -                10.2                      -                           10.2
 Adjusting/exceptional items                                                   4.9                    (29.6)                   (24.7)           4.2                       1.7                         5.9
 Adjusted operating profit                                                     95.1                   4.2                      99.3             99.1                      5.6                         104.7

 Profit before income tax                                                      56.1                   33.5                     89.6             57.4                      3.6                         61.0
 Adjustment to operating profit as above                                       4.9                    (29.6)                   (24.7)           4.2                       1.7                         5.9
 Add back: IFRS 16 interest                                                    7.5                    0.3                      7.8              8.3                       0.3                         8.6
 Other adjusting/exceptional items:
 Foppen inventory write-off and operational disruption(3)                      0.5                    -                        0.5              -                         -                           -
 Costs relating to the Belgium fire                                            -                      -                        -                0.6                       -                           0.6
 Adjusting/exceptional items                                                   12.9                   (29.3)                   (16.4)           13.1                      2.0                         15.1
 Adjusted PBT                                                                  69.0                   4.2                      73.2             70.5                      5.6                         76.1

 Profit attributable to shareholders                                           46.4                   32.5                     78.9             36.9                      2.4                         39.3
 Adjustments to PBT                                                            12.9                   (29.3)                   (16.4)           13.1                      2.0                         15.1
 Tax effect of adjustments to PBT                                              (11.9)                 (0.3)                    (12.2)           1.0                       (0.5)                       0.5
 Impact on non-controlling interest of adjustments to PBT                      -                      -                        -                (0.2)                     -                           (0.2)
 Adjusting/exceptional items                                                   1.0                    (29.6)                   (28.6)           13.9                      1.5                         15.4
 Adjusted profit attributable to members of the parent                         47.4                   2.9                      50.3             50.8                      3.9                         54.7

 Adjusted earnings per share
 Basic                                                                         52.7                   3.2                      56.0             56.6                      4.3                         61.0
 Diluted                                                                       52.4                   3.2                      55.7             56.1                      4.3                         60.4

 

                                                                                                            52 weeks ended                                            52 weeks ended
                                                                                                            28 December                                               29 December
                                                                                                                                     2025                                                      2024
                                                                                                                                     £'m                                                       £'m
                                                                                     Continuing operations  Discontinued operations  Total     Continuing operations  Discontinued operations  Total

 Operating profit                                                                    90.2                   33.8                     124.0     94.9                   3.9                      98.8
 Add back: Depreciation, amortisation and impairment from continuing operations      74.4                   2.9                      77.3      84.3                   4.0                      88.3
 EBITDA                                                                              164.6                  36.7                     201.3     179                    7.9                      187.1
 Add back: IFRS 16 lease accounting                                                  -                      -                        -         (0.1)                  -                        (0.1)
 Less: IAS 17 lease accounting                                                       (24.1)                 (1.3)                    (25.4)    (22.8)                 (2.0)                    (24.8)
 Add back: Share of loss from Alimenta(1)                                            0.7                    -                        0.7       -                      -                        -
 Other adjusting/exceptional items:
 Profit from disposal of a subsidiaries(2)                                           (35.5)                 (31.0)                   (66.5)    -                      -                        -
 Foppen inventory write-off and operational disruption(3)                            27.6                   -                        27.6      -                      -                        -
 Strategic project and transformation costs(4)                                       4.6                    -                        4.6       -                      -                        -
 Restructuring costs(5)                                                              4.8                    0.2                      5.0       3.9                    0.3                      4.2
 Costs related to the Belgium fire                                                   -                      -                        -         (0.6)                  -                        (0.6)
 Insurance proceeds                                                                  -                      -                        -         (13.2)                 -                        (13.2)
 Adjusting/exceptional items                                                         (21.9)                 (32.1)                   (54.0)    (32.8)                 (1.7)                    (34.5)
 Adjusted EBITDA                                                                     142.7                  4.6                      147.3     146.4                  6.2                      152.6

 

                                                                 52 weeks ended  52 weeks ended
                                                                 28 December     29 December
                                                                 2025            2024
                                                                 £'m             £'m
 Net cash generated from operating activities                    68.2            124.5
 Net cash used in investing activities                           (14.6)          (62.3)
 Free cash flow                                                  53.6            62.2
 Add back:
 Cash on disposal of discontinued operation                      (53.5)          -
 Cash on disposal of subsidiary                                  (16.6)          -
 Cash on disposal of PPE                                         (9.7)           -
 Other investments                                               -               4.4
 Dividends received from joint venture                           (0.7)           (0.6)
 Belgium fire                                                    -               (0.6)
 Belgium fire interest                                           -               0.6
 Insurance proceeds                                              -               (13.2)
 Foppen inventory write-off and operational disruption           9.3             -
 Strategic project and transformation costs                      4.6             -
 Restructuring costs                                             5.0             4.2
 Less: IAS 17 lease accounting                                   (25.5)          (24.8)
 IFRS 16 interest                                                7.8             8.6
 IFRS 16 working capital adjustment                              (1.1)           (1.1)
 Adjusting/exceptional items                                     (80.4)          (22.5)
                                                                 (26.8)          39.7
 Add back: Canada growth capex                                   29.6            5.7
 Add back: Canada payment to acquire leasehold property          19.1            -
 Adjusted free cash flow                                         21.9            45.4

                                                                 52 weeks ended  52 weeks ended
                                                                 28 December     29 December
                                                                 2025            2024
                                                                 £'m             £'m
 Total equity                                                    372.2           316.8
 Add back:
 Net debt                                                        126.7           131.4
 Lease liabilities                                               198.1           206.0
 Right-of-use assets                                             (163.8)         (172.8)
 Deferred tax, net                                               (21.2)          (7.4)
 Derivatives financial assets, net                               (0.7)           3.0
 Capital employed                                                511.3           477.0
 Average capital employed                                        494.2           481.6
 Adjusted operating profit                                       99.3            104.7
 Return on capital employed (%)                                  20.1            21.7

 

 Segmental operating profit/(loss) reconciles to adjusted segmental operating
 profit/(loss) as follows:

                                                                                        UK&I      Europe  APAC    Central  Total
 52 weeks ended 28 December 2025                                                        £'m       £'m     £'m     £'m      £'m
 Operating profit                                                                       34.0      8.9     32.6    14.7     90.2
 Operating profit from discontinued operation                                           2.8       -       -       31.0     33.8
 Total operating profit                                                                 36.8      8.9     32.6    45.7     124.0

 Operating profit                                                                       34.0      8.9     32.6    14.7     90.2
 Add back: IFRS 16 depreciation and impairment                                          2.2       7.2     9.7     0.3      19.4
 Less: IAS 17 lease accounting                                                          (3.1)     (7.9)   (12.8)  (0.3)    (24.1)
 Add back: Amortisation of acquired intangibles and fair value adjustments              3.1       4.3     -       -        7.4
 Share of loss from Alimenta(1)                                                         0.7       -       -       -        0.7
 Other adjusting/exceptional items:
 Gain on disposal of subsidiaries(2)                                                    -         -       -       (35.5)   (35.5)
 Foppen inventory write-off and operational disruption(3)                               -         27.6    -       -        27.6
 Strategic project and transformation costs(4)                                          -         1.5     0.2     2.9      4.6
 Restructuring costs(5)                                                                 0.6       1.4     -       2.8      4.8
 Adjusting/exceptional items from continuing operations                                 3.5       34.1    (2.9)   (29.8)   4.9

 Adjusted operating profit/(loss) from continuing operations                            37.5      43.0    29.7    (15.1)   95.1

 Adjusted operating profit from discontinued operations                                 4.2       -       -       -        4.2

 Adjusted total operating profit/(loss)                                                 41.7      43.0    29.7    (15.1)   99.3

                                                                                        UK&I      Europe  APAC    Central  Total
 52 weeks ended 29 December 2024                                                        £'m       £'m     £'m     £'m      £'m
 Operating profit                                                                       40.6      37.9    33.3    (16.9)   94.9
 Operating profit from discontinued operation                                           3.9       -       -       -        3.9
 Total operating profit                                                                 44.5      37.9    33.3    (16.9)   98.8

 Operating profit                                                                       40.6      37.9    33.3    (16.9)   94.9
 Add back: IFRS 16 depreciation                                                         1.9       6.5     10.5    0.1      19.0
 Less: IAS 17 lease accounting                                                          (1.2)     (7.5)   (14.0)  (0.1)    (22.8)
 Add back: Amortisation of acquired intangibles and fair value adjustments              3.3       4.4     -       -        7.7
 Costs related to the Belgium fire                                                      -         (0.6)   -       -        (0.6)
 Insurance proceeds                                                                     -         (13.2)  -       -        (13.2)
 Restructuring costs                                                                    0.7       3.1     -       0.1      3.9
 Impairment                                                                             -         10.2    -       -        10.2
 Adjusting/exceptional items from continuing operations                                 4.7       2.9     (3.5)   0.1      4.2

 Adjusted operating profit/(loss) from continuing operations                            45.3      40.8    29.8    (16.8)   99.1

 Adjusted operating profit from discontinued operations                                 5.6       -       -       -        5.6

 Adjusted total operating profit/(loss)                                                 50.9      40.8    29.8    (16.8)   104.7

 

(1)Share of loss of Alimenta

This represents the Group's share of losses recognised in the period in
Alimenta Topco Limited ("Alimenta"), its associate. The loss relates primarily
to the acquisition of Foods Connected Limited ("FCL") by Alimenta and the
associated immediate post completion effects. These items are
adjusting/exceptional and transaction specific, are not reflective of the
underlying performance of the Group's continuing operations and have therefore
been adjusted for within the Group's Alternative Performance Measures.

 

Other adjusting/exceptional items

 

(2)Gain on Disposal of Subsidiaries

 

i)              Foods Connected Limited

 

During the period, as part of a transaction to secure external investment into
FCL, the Group completed the disposal of FCL.

 

The Group disposed of its 65% interest in Foods Connected, receiving total
consideration comprising £21.8 million in cash and £24.3 million in equity
instruments in the acquiring entity with the Group ultimately retaining, an
indirect, 26.3% interest in Foods Connected. Transaction costs of £5.1
million were incurred on the disposal, resulting in net consideration of
£41.0 million The transaction resulted in a gain on disposal £35.5 million,
recognised as an adjusting/exceptional item within its alternative performance
measures.

 

ii)             Fairfax Meadow Europe Limited ("FFM")

 

During the period, the Group completed the disposal of FFM which formed part
of the Group's strategic review to focus on core protein and technology
capabilities. The Group disposed of its entire 100% interest in FFM for gross
cash consideration of £54.4 million. Transaction costs of £0.6 million were
incurred on the disposal, resulting in net consideration of £53.8 million.
The transaction resulted in a gain on disposal of £31.0 million, recognised
as an adjusting/exceptional item within its alternative performance measure.

 

These gains on disposal of subsidiaries are considered to be an
adjusting/exceptional item due to their size, nature, and one-off occurrence,
and because it relates to strategic divestments outside the Group's normal
trading activities.

 

(3)Foppen Inventory Write-off and Operational Disruption

 

During the period, the Group recognised £28.1m (2024: £nil) of
adjusting/exceptional items in respect of a contamination and related
regulatory event within the Group's Hilton Seafood Holland B.v. which trades
under the name of Foppen.

 

Following the identification of Listeria monocytogenes in certain products,
enhanced regulatory controls in the United States led to shipment suspensions
and restrictions on the release or re-entry of inventory. In order to maintain
continuity of supply to key customers, certain production activities were
temporarily relocated from Greece to the Netherlands. Management concluded
that a significant portion of affected inventory had no recoverable value and
that material incremental costs were incurred in managing the disruption.

 

The charge comprises:

 

·      £18.4m relating to the impairment of inventory subject to
regulatory restriction or destruction and associated directly attributable
costs

·      £3.9m of production inefficiencies and site-related costs
arising from the temporary relocation of production from Greece to the
Netherlands

·      £5.8m of other incremental costs, comprising £3.6m of
additional freight and logistics costs (including air freight and sea
freight), £1.2m of incremental regulatory-driven testing and quality
assurance expenditure, £0.5m of additional financing costs arising from
extended inventory holding periods, and £0.5m of temporary mitigation
measures and external advisory support incurred as a direct consequence of the
event.

 

The Group has separately disclosed these amounts as adjusting/exceptional
items due to their size, nature and incidence. The costs arise from a discrete
contamination and regulatory intervention, are unusual in scale, and are not
considered reflective of the Group's underlying trading performance. The
charges are included within profit before income tax in the statutory
consolidated income statement and are excluded from adjusted operating profit
as defined within the Group's Alternative Performance Measures.

 

(4)Strategic Projects and Transformation Costs

 

i)              Strategic Projects

 

The Group incurred £1.7m (2024: £nil) of adjusting/exceptional costs
relating to two strategic investment initiatives that did not progress. These
included internal labour and associated expenses on development work for a
potential customer project, as well as the write off of project costs linked
to planned facility investments that will no longer proceed, partly offset by
compensation receivable from a strategic partner.

 

ii)             Transformation Costs

 

During the period, the Group commenced an organisation wide transformation
programme designed to strengthen operational capability and ensure long term
competitiveness. The program is a multi-year change initiative focused on
redesigning ways of working, improving connectivity across OpCos, removing
inefficiencies, and enabling the Group to operate as a more integrated, agile
organisation.

 

The programme supports the Group's strategic ambitions, including enhanced
growth, margin improvement, and simplification of core processes. Costs of
£2.9 million (2024: £nil) were recognised as adjusting/exceptional items in
the period, reflecting non-recurring expenditure on programme design, change
management activities, external support, and transitional operating costs.
These costs are considered adjusting/exceptional due to the scale and
transformational nature of the initiative, which sits outside the Group's
normal operating activities.

 

(5)Reorganisation/Restructuring Costs

During the period, other adjusting/exceptional reorganisation costs of £5.0m
(2024: £4.2m) have been recognised by the Group. These costs consist of
ongoing efficiency and restructuring programs resulting in redundancies at a
number of facilities operated by the Group.

Glossary

 

Alternative Performance Measures

 

In the reporting of financial information, the Group uses certain measures
that are not required under IFRS. These additional measures (commonly referred
to as APMs) provide additional information on the performance of the business
and trends to stakeholders. These measures are consistent with those used
internally and are considered important to understanding the financial
performance and financial health of the Group. APMs are considered to be an
important measure to monitor how the businesses are performing because this
provides a meaningful comparison of how the business is managed and measured
on a day-to-day basis and achieves consistency and comparability between
reporting periods.

 

These APMs may not be directly comparable with similarly titled measures
reported by other companies and they are not intended to be a substitute for,
or superior to, IFRS measures.

 

 APM                                Definition and purpose
 Constant currency                  The Group uses GBP based constant currency models to measure performance.
                                    These are calculated by applying 2025 52 weeks average exchange rates to local
                                    currency reported results for the current and prior periods. This gives a GBP
                                    denominated Consolidated Income Statement which excludes any variances
                                    attributable to foreign exchange rate movements.
 Free cash flow                     Free cash flow represents cash generated from operating activities less cash
                                    flows from investing activities.
                                    This measure provides additional useful information in respect of cash
                                    generation and is consistent with how business performance is measured
                                    internally.
 Adjusted free cash flow            Adjusted free cash flow represents cash generated from operating activities
                                    less cash flows from investing activities excluding other
                                    adjusting/exceptional items, amortisation of certain intangible assets and
                                    depreciation of fair value adjustments made to property, plant and equipment
                                    acquired through business combinations and the impact of IFRS 16 - leases.
 Net bank debt                      Net bank debt represents borrowings excluding lease liabilities less cash
                                    equivalents.
                                    Net bank debt is one measure that could be used to indicate the strength of
                                    the Group's Balance Sheet position and is a useful measure of the indebtedness
                                    of the Group.
 Adjusted net finance costs         Adjusted net finance costs represents finance costs excluding
                                    adjusting/exceptional items and lease interest.
                                    Net finance costs is borrowing costs and other costs that are incurred in
                                    connection with the borrowing of funds less interest received from banks for
                                    the deposit of funds.
 Adjusted taxation charge           Taxation charge excluding adjusting/exceptional items. Adjusting measures are
                                    reconciled to statutory measures by removing adjusting items, the nature of
                                    which are disclosed in note 18.
 Effective adjusted tax rate        The income tax charge for the Group excluding adjusting tax items, and the tax
                                    impact of adjusting/exceptional items, divided by adjusted profit before tax.
                                    This measure is a useful indicator of the ongoing tax rate for the Group.
 Return on capital employed (ROCE)  Annualised 12 month adjusted operating profit divided by average opening and
                                    closing capital employed representing total equity adjusted for net bank
                                    cash/debt, leases, derivatives and deferred tax.

 

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