![]()

#### Greggs plc Annual Report and Accounts 2025

#### THE RECIPE FOR SUCCESS

#### Greggs plc Annual Report and Accounts 2025

![]()

WELCOME

Our customers come back to Greggs again and again

because we offer them a delicious and exciting range

of great value products. Once again, their loyalty

has helped us to outperform our competitors in the

food-to-go market and generate record sales.

Our presence continues to grow. On average, we opened four

new shops a week in 2025, taking Greggs into new locations and

new communities across the UK. We now have more than 2,700

shops and are investing in our manufacturing sites and logistics

operations to ensure that we can supply up to 3,500 shops in

the future.

We will keep on innovating to make sure that we give our customers

what they want, where they want it, and at a price they can afford.

Roisin Currie

Chief Executive, 3 March 2026

Find out more about our financial performance on pages 57 to 61.

\*  Detailed calculations of alternative performance measures, not otherwise shown in the Accounts and related Notes, are shown on pages 175 to 177.

\*\*  Excluding exceptional items.

\*\*\*  Year-on-year growth in like-for-like sales in company-managed shops (excluding franchises) with more than one calendar year’s trading history.

TOTAL SALES

£2,151m

2024: £2,014m

DILUTED EARNINGS PER SHARE

\*\*

122.8p

2024: 137.5p

LIKE-FOR-LIKE (LFL) SALES

\*\*\*

2.4%

PRE-TAX PROFIT

\*\*

£171.9m

2024: £189.8m

COLLEAGUE PROFIT-SHARING

£20.2m

2024: £20.5m

TOTAL ORDINARY DIVIDEND

69.0p

2024: 69.0p

You can also read our

Annual Report online

at corporate.greggs.

co.uk/investors

## COOKING UP COOKING UP

## MORE SUCCESSMORE SUCCESS

#### FINANCIAL HIGHLIGHTS

\*

![]()

1Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### NON-FINANCIAL HIGHLIGHTS

Strategic Report

Financial highlights  IFC

Non-financial highlights    1

At a glance  2

Year in review  4

Chair’s Statement  8

Business model  10

Market review  12

Chief Executive’s Report  14

Our strategy  20

Our strategy in action  22

Key performance indicators  32

Our People  34

Sustainability Report  42

The Greggs Pledge  42

Task Force on Climate-related

Financial Disclosures  46

Financial review  57

Risk management  62

Viability statement  69

Directors’ Report

Board of Directors and Secretary  70

Governance Report  74

Our stakeholders  81

Audit Committee Report  88

Directors’ Remuneration Report  95

Statement of Directors’

Responsibilities 120

Accounts

Independent Auditor’s Report  121

Consolidated income statement  128

Consolidated statement of

comprehensive income  128

Balance sheets  129

Statements of changes in equity  130

Statements of cash flows  132

Notes to the accounts  134

Ten-year history    174

Alternative performance measures  175

Secretary and advisers  178

#### IN THIS REPORT

Find out more about

The Greggs Pledge on

pages 42 to 45 and at

www.greggs.com/

doing-good

\*  With the exception of hot drinks cups.

97%

renewable electricity

in all of our operations,

continuing our journey

to net zero.

Transitioned to using

Published our

1st

Responsible

Procurement Report,

setting a clear, transparent

supplier strategy.

Opened our

45th

Greggs Outlet, helping to

redistribute 45% of unsold

food to communities.

Branded packaging\* moved

to ‘more easily recyclable’

#### OPRL

standard.

![]()

2

### BETTER BETTER

### BUSINESS BUSINESS

### FOR EVERYONEFOR EVERYONE

#### To be the customers’

#### favourite for food-on-the-go

To make great tasting, freshly prepared

food and drink accessible to everyone

With ownership of our supply chain, multiple service channels for our customers

and more than 2,700 shops across the UK, we are in a unique position to make

great tasting, freshly prepared food and drink accessible to everyone. Our teams

across the business are dedicated to providing our customers with great tasting

food-on-the-go and the best experience, day in, day out.

AT A GLANCE

#### OUR PURPOSEOUR VISION

![]()

33

Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

We are a modern food-on-the-go retailer,

providing a wide menu of food and drink choices,

wherever and whenever our customers need us.

#### Manufacturing

In our manufacturing centres of excellence, we make great

tasting, freshly prepared food that our customers can trust.

#### Logistics

We move products from our manufacturing sites to

our shops ourselves, which helps us to keep our prices as

low as possible.

#### Our people

We have 33,000 amazing colleagues, working together to

provide our customers with the best experience, offering

fast and friendly service, day in, day out.

#### Customer channels

With more than 2,700 shops – including over 600 with

franchise partners – our grocery partnerships with Iceland

Foods and Tesco, delivery service and Click + Collect, we are

available to serve customers wherever, whenever and

however they choose.

#### Customer relationships

Through our Greggs App, we are building long-term

connections with our customers and rewarding their loyalty.

Our Customer Relationship Management (CRM) systems

allow us to talk to our customers on a one-to-one basis and

serve them personalised communication, with exclusive

offers and benefits for being an opted-in App customer.

#### Rewarding our colleagues

We know that our people are our most

valuable asset, so we make sure that our

colleagues are paid fairly, treated well, and

given the training and opportunities they

deserve. We believe all of our people should

share in our success. Every year, 10% of our

profit is shared among our colleagues.

Read more about our people and culture on

pages 34 to 41.

COLLEAGUE

PROFIT-SHARING

£20.2m

2024: £20.5m

Greggs has a proud reputation of giving back

and we are committed to doing the right

thing to help build stronger, healthier

communities and to lead positive change.

We donate to a wide range of charitable

causes, and every year, we give at least

1% of profits to our corporate charity,

The Greggs Foundation. Our donation,

along with support from our customers,

colleagues and partners, enabled the charity

to distribute £5.45 million in 2025 to schools

and charitable organisations in the UK.

Read more about The Greggs Pledge on

pages 42 to 45.

#### Giving back to the communities we serve

DONATED TO THE

GREGGS FOUNDATION

£3.4m

2024: £3.1m

#### Creating sustainable value for our shareholders

TOTAL ORDINARY DIVIDEND

69.0p

2024: 69.0p

We always strive to be a good corporate

citizen and to treat everyone – our colleagues,

customers, suppliers, partners and

shareholders – with fairness, consideration

and respect.

As well as supporting our communities by

providing thousands of fairly paid jobs and

supporting a number of charitable causes,

we are redoubling our efforts to make Greggs

a great place to work. We want to be an

inclusive employer that our colleagues

recommend to their friends.

We always set high standards for what we

purchase, with the aim of making things

better in our supply chain and working

collaboratively with our suppliers, so they

raise their game too.

Read more about our business model on

pages 10 and 11.

#### WHAT WE DO HOW WE CREATE VALUE FOR OUR STAKEHOLDERS

![]()

4

YEAR IN REVIEW

From raising funds for Children in Need

and The Greggs Foundation, to celebrating

award wins, opening new shops, our Chief

Executive Roisin being awarded a CBE,

launching exciting new products and

partnerships, and trialling innovative shop

formats – there’s been so much to

celebrate and be proud of.

YEAR IN REVIEW

#### Greggs crowned ‘Consumer

#### Choice’ winner at MCA

#### Hospitality Awards

We started the year on a high! Greggs proudly

took home the Consumer Choice Award at the

MCA Hospitality Awards. Judged on customer

satisfaction, recommendations and experience,

this accolade celebrates our unwavering

commitment to delivering quality and value

every single day.

### A YEAR OF A YEAR OF

### HIGHLIGHTSHIGHLIGHTS

#### SPRING 2025

#### Feeding Brighter

#### Futures launches

#### to support children

#### beyond breakfast

The Greggs Foundation unveiled Feeding

Brighter Futures, an evolution of its Breakfast

Club programme. This initiative now funds

breakfast, after-school and holiday provision

clubs, ensuring children have equal access to

food, learning and play.

#### SPRING 2025

![]()

5Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Serving up bold,

#### new flavours

Our first vegetarian rotational bake launched

to rave reviews! The Red Pepper, Feta &

Spinach Bake combined premium ingredients

and bold flavours, quickly becoming a

customer favourite. Rotational bakes let us

bring fresh, modern tastes to our core range

– proving Greggs really does have something

for everyone.

#### SPRING 2025

#### Roisin Currie honoured

#### with CBE

A proud moment for Greggs when our Chief

Executive, Roisin Currie, was appointed

Commander of the Order of the British Empire

(CBE) in the King’s Birthday Honours List,

recognising her exceptional contribution to

hospitality. Roisin dedicated the honour to our

33,000 colleagues who serve our customers

brilliantly every day.

#### Greggs goes global on

#### National Sausage Roll Day!

We unveiled the world’s first Greggs Sausage

Roll waxwork at Madame Tussauds London,

after research crowned it a top British cultural

icon. The event generated hundreds of media

stories worldwide, and public demand kept

the pastry masterpiece on display throughout

the summer months.

#### SUMMER 2025SUMMER 2025

![]()

6

YEAR IN REVIEW CONTINUEDYEAR IN REVIEW CONTINUED

#### Driving forward

#### sustainably

We opened our first Eco Drive-thru, trialling

innovative features to reduce environmental

impact – from sustainable building materials

to energy-saving initiatives. This marks

a bold step beyond our Eco-Shop concept.

#### Bag some joy with

#### Greggs at Tesco

We officially launched Greggs frozen range in

800 Tesco stores nationwide and online.

Customers can stock up on a variety of Greggs

goodies, including a twin pack of Steak Bakes

and a four pack of Sausage Rolls, ready to bake

at home, straight from the freezer.

#### Lunch got an upgrade

We introduced the ‘Big Deal’ meal offer,

giving customers even greater value and

choice with a three-part meal deal.

Combined with a refreshed sandwich range

and new protein-packed options, including

protein drinks and an egg pot – Greggs

remains the go-to for lunch.

#### Greggs hits 2,700 shop

#### milestone!

Our incredible shop development team opened an

average of four new shops a week throughout 2025.

With the support of our franchise partners, we hit

the 2,700 shop milestone, ensuring Greggs is

accessible to customers nationwide.

#### SUMMER 2025

#### AUTUMN 2025 AUTUMN 2025

#### AUTUMN 2025

![]()

7Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

7

#### Greggs raises the bar

#### with its first pop-up pub

We love to surprise and delight customers. In a new

collaboration with Fenwick, we opened The Golden

Flake Tavern – Greggs first pub. From carveries

and cocktails to puddings and pints (including two

limited-edition Greggs brews by Full Circle Brew Co.),

we proved our range is high-quality and full of flavour.

#### We brought the magic

#### of Wicked to Greggs

From shop transformations and limited-edition

travel cups to themed packaging and our new

Greggs App Quests, this partnership with Universal

Pictures UK delivered immersive experiences

across all channels – a truly wicked duet.

Over £1 million raised for

#### BBC Children in Need

Thanks to our customers and colleagues – every

Pudsey product, donation, and creative fundraiser

helped make life brighter for children and young

people across the UK.

#### Small but mighty!

We launched our first bitesize Greggs at

Sevenoaks railway station, offering a curated

range of bestsellers – from iconic savouries to

sweet treats and hot drinks. This agile format

can be delivered from a very small footprint,

enabling us to enter more high-footfall locations,

particularly travel hubs – many of which were

previously out of reach due to the size needed to

run a traditional Greggs shop format.

#### A major milestone

#### for growth

We successfully completed the external build

phase of both our new frozen logistics and

manufacturing facility in Derby and National

Distribution Centre in Kettering, ready to boost

supply chain capacity and support our

long-term expansion plans in 2026 and beyond.

#### AUTUMN 2025WINTER 2025WINTER 2025WINTER 2025WINTER 2025

![]()

8

CHAIR’S STATEMENT

Overview

Greggs benefits from a fantastic brand, strong market position

and a track record of innovating to adapt to changing customer

needs. These unique strengths helped us navigate a challenging

food-to-go market in 2025, increasing share and maintaining

the competitiveness of our offer despite the headwinds. The

financial outcome reflected these market headwinds but has

been well-managed and has not distracted the team from the

significant opportunities that lie ahead as we continue to

innovate and evolve our offer in line with consumer preferences

and leverage the benefits of our vertically-integrated model.

We also made good progress investing in the systems and

supply chain capacity that will help us to realise our ambition in

the years to come.

The Board’s agenda for the year reflected this growth context,

and the need to manage risk in a competitive and challenging

environment. Cyber security and our plans to manage the

business during a period of significant systems change were both

in focus, particularly given the well-publicised issues faced by

other retailers. Technological change continues to accelerate

and the Board received updates from management on the work

being undertaken to increase the organisation’s capability in

areas such as data analysis and the integration of AI into our

business processes.

As a food business, our processes for allergen management

continued to be an area of Board focus, given the material

risk associated with this. Strong progress has been made and

the Board received updates on this work and the further

measures being taken to ensure that protection for our

customers continues to advance and remains at the centre

of how we operate.

#### STRENGTH IN STRENGTH IN

#### A CHALLENGING A CHALLENGING

#### MARKETMARKET

#### Greggs outperformed a tough

market in 2025 and delivered the

#### continued strategic progress that

will support further growth in the

#### years ahead, demonstrating its

resilience. Our success is down to

#### the thousands of amazing people

who work in our business and the

#### energy they demonstrate every

day. We continue to be excited

#### by the many opportunities ahead

#### and our programme of investment

#### to support that ambition is

#### proceeding according to plan.

Matt Davies

Chair

![]()

9Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The Greggs Pledge is our way of articulating our approach to

responsible business. I’m incredibly proud of the progress that

Greggs has made over the past five years against its original

five-year commitments. Quite apart from being the right thing

to do, this progress enhances our reputation with customers,

makes us a more attractive employer to our colleagues, and

reduces risk of reputational damage to the brand.

Our people and values

The Board works hard to stay close to our colleagues across the

business in order to listen to their feedback and ensure that we

are aware of their ideas and concerns. Our people offer their

views freely and this openness, characteristic of the culture of

the business over so many years, is important in making sure that

Board members are cognisant of this in our deliberations.

The Board’s ‘listening’ activity involves Directors visiting shops,

supply sites and support teams, as well as attendance at forums

that help us to hear the impact of our plans on colleagues. This

helps the Board to question and support management and makes

us better equipped to make informed decisions.

The Board

The composition of the Board was unchanged during 2025. We

planned succession for Kate Ferry, who will retire from the Board

on 6 March 2026 and for Mohamed Elsarky, who steps down after

the Annual General Meeting (AGM) in May 2026. Both Kate and

Mohamed have made an exceptional contribution to Greggs.

Richard Smothers joined the Board on 1 February 2026 and will

assume the role of Chair of the Audit Committee following Kate’s

retirement. Richard brings extensive financial expertise in a listed

company environment and great experience in retail which will be

of significant benefit to the business.

Further details of the Board’s work are included in the

Governance and Committee sections of this Annual Report.

Dividend

At the time of the interim results in July 2025 the Board

declared an interim ordinary dividend of 19.0 pence per share

(2024: 19.0 pence per share). In line with our ordinary dividend

policy the Board intends to recommend at the AGM a final

dividend of 50.0 pence per share (2024: 50.0 pence per share),

giving a total ordinary dividend for the year of 69.0 pence per

share (2024: 69.0 pence per share).

Our capital allocation policy, as outlined in the Financial Review,

details our approach to distribution, and the methodology for

determining and returning any surplus cash to shareholders.

Looking ahead

Despite the challenging market conditions, the underlying

strengths of the business remain clear, and the breadth of

our appeal and value leadership have allowed us to continue to

outperform in a tough market. We expect consumer sentiment

to continue to be a headwind in 2026, but with a strong

competitive position and a clear opportunity for further

growth Greggs can weather these conditions and continue

to outperform the market.

Our investment plans are progressing well and will provide the

infrastructure with which to realise the significant growth

opportunity that lies ahead. At the same time, the Greggs team

continues to demonstrate its ability to navigate the short-term

challenges presented by the market. Our brand and financial

position remain strong and the Board remains confident in the

prospects for further profitable growth over the medium term.

Matt Davies

Chair

3 March 2026

19.0p

per share

interim ordinary

dividend

50.0p

per share

final dividend

![]()

10

#### Our purpose…

#### To make great tasting, freshly prepared food and drink accessible to everyone

BUSINESS MODEL

#### Our people…

33,000

amazing colleagues across our business

People are at the heart of everything we do. We have

over 33,000 amazing colleagues across our business,

in our shops, supply chain and central support teams,

and each and every one has an invaluable part to play

in our success.

Our colleagues work together to provide our

customers with the best experience every day. We

want to provide them with a great place to work,

where they feel valued, want to stay with us, and can

thrive and be the very best version of themselves.

#### …and continue to enhance our

#### offering and drive growth by…

#### …focus on our

#### core strategic pillars…

QUALITY

Great tasting,

#### freshly prepared

#### food and drink

SERVICE

#### Best customer

#### experience

VALUE

#### Competitive

#### supply chain

ENGAGE

#### First-class

#### support teams

1.   Broadening customer appeal and

#### driving loyalty

2.  Growing and developing the Greggs estate

3. Developing our digital channels

4. Expanding our evening trade

5.  Investing in our supply chain and

#### technology for a bigger business

Find out more about our strategy on pages 20 to 31.

![]()

11Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### Our vision…

#### To be the customers’ favourite for food-on-the-go

CUSTOMERS

No.1

Greggs is rated No.1 for value on the YouGov

BrandIndex 2025\*, within the quick-service

restaurant, coffee shop and delivery

services group.

We want our customers to have the best

experience with Greggs, wherever, whenever

and however they shop with us. And we want

them to visit us time and time again. So, we

have been working to expand and improve

our 2,700-strong shop estate, as well as our

grocery and delivery partnerships. We have

also been developing and enhancing our

digital channels to offer more value and

convenience to our customers via Click +

Collect and the Greggs App. Our App enables

us to communicate directly with our

customers and reward them for their loyalty.

\*  YouGov BrandIndex, circa 23,900 sample, UK 18+

Nat Rep Total Population – data collected 1 January

to 31 December 2025, Quick Service Restaurant,

coffee shop and delivery services sector.

COMMUNITIES

£5.4m

(2024: £5.4m)

Greggs believes in giving back to the

communities we serve. With our support,

The Greggs Foundation was able to distribute

£5.4 million to schools and charitable

organisations in the UK.

SUPPLIERS

91.6%

(2024: 93.8%)

We’re also a great brand to work with.

Over 90% of invoices were paid to

suppliers within the terms agreed.

COLLEAGUES

72%

(2024: 74%)

Greggs is a great place to work, with an

overall engagement score of 72% in the most

recent colleague engagement opinion survey.

The engagement score for our retail

colleagues was 71% which is 2 percentage

points higher than the retail benchmark.

SHAREHOLDERS

69.0p

(2024: 69.0p)

We provide value to our shareholders, with

a 69.0 pence ordinary dividend proposed in

line with our progressive dividend policy.

#### …delivering value for all our stakeholders…

#### …and helping

#### realise The GreggsPledge to build…

Find out more about how we engage with our stakeholders on pages 81 to 87.

#### Stronger, healthiercommunitiesA safer planetA better business

More about The Greggs Pledge on pages 42 to 45.

![]()

12

MARKET REVIEW

#### MACRO TRENDS

#### ADAPTING ADAPTING

#### TO CHANGETO CHANGE

At Greggs, we closely monitor evolving

macroeconomic and consumer trends to

anticipate challenges, mitigate risks and

seize new opportunities.

This proactive approach ensures we

remain resilient and relevant in a rapidly

changing environment.

Climate change and

#### extreme weather

Businesses play a critical role in reducing

carbon emissions and supporting the

transition to a low-carbon future.

Nature and

#### biodiversity

Human activity continues to

threaten biodiversity, with

deforestation and habitat loss

exacerbated by climate change.

#### Geopolitical

#### uncertainty

Global tensions and conflicts

create unpredictable operating

conditions.

#### Demographic

#### shifts

Demographic shifts such as an ageing

population, migration, and evolving household

structures are reshaping consumer

preferences and workforce dynamics.

#### Cyber

#### security

Cyber threats are intensifying,

increasing the risk to

operational systems and

sensitive data.

#### Retail crime

The rise in theft and anti-social

behaviour impacts profitability and

colleague safety.

#### Greggs response

We have assessed climate-related risks

and embedded them into our strategic risk

registers. Our Net Zero Steering Group is

driving action across all areas of the

business, challenging climate impact and

accelerating progress toward our goal of

achieving net zero by 2040 – ten years

ahead of the UK Government’s target.

Find out more in our TCFD Report on pages 46 to 56.

We’re committed to protecting

forests by sourcing only certified

sustainable commodities – covering

wood-based products, beef, palm oil

and soy. Through our partnership

with EcoVadis, we rigorously assess

supplier practices and drive

continuous improvement to ensure

responsible sourcing across our

supply chain.

We maintain resilience through

robust enterprise risk

management processes,

supported by diversified sourcing,

strong supplier relationships and

ongoing scenario planning. These

measures help us to understand

our potential exposure, mitigate

disruption, and ensure continuity

of supply across our operations in

an uncertain global environment.

We adapt our product range to meet

diverse lifestyles and dietary needs,

while implementing inclusive workplace

practices and flexible models to attract

and retain talent. Through continuous

insight and innovation, we stay ahead of

demographic trends to remain relevant

and competitive.

We treat cyber security

as a core business risk,

implementing technical,

operational and people-

focused controls. The

framework aligns with widely

recognised industry standards

and is subject to regular

reviews through formal

governance mechanisms.

![]()

13Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### MACRO TRENDS CONTINUED

#### CONSUMER TRENDS

\*  To find out more about NOVA classification please go to: https://www.food.gov.uk/safety-hygiene/ultra-processed-foods.

#### Healthy eating

Obesity and diet-related illness remain

major public health challenges.

Inflation and

#### cost of living

Economic pressures are reshaping consumer

behaviour and impacting affordability.

#### Greggs response

We commit to ensuring at least 30% of our range

qualifies as a healthier choice, expanding

options such as salads, yoghurt, fruit and

high-protein snacks including our new egg pot.

Reformulation efforts reduce sugar, salt, fat and

calories without compromising taste. Clear

nutritional information is provided in-store,

online, and via the Greggs App.

As a value-led business, we remain committed to

offering high quality, great tasting products, while

delivering exceptional value to customers who are

managing their budgets carefully.

#### Eco-conscious

#### consumers

Sustainability shapes purchasing decisions.

#### Ultra-processed

#### food

According to the Food Standards Agency, ultra-

processed food remains one of the key concerns

raised by consumers surveyed in its Consumer

Insights Tracker, with over three-quarters

expressing concern. These levels have remained

broadly stable since July 2023.

#### GLP-1 weight

#### management medications

The growing use of GLP-1 drugs for weight loss

is reshaping eating habits and reducing

demand for calorie-dense foods.

#### Greggs response

Our Eco-Shops serve as a test bed for energy,

waste and water-saving initiatives, with

elements now rolled out to over a third of our

estate. We redistribute unsold food daily

through our Outlet shops, charity partners and

Too Good To Go. Our branded packaging (with

the exception of hot drinks cups) is now the

‘more easily recyclable’ OPRL standard.

We adopt the NOVA\* classification and collaborate

with industry and government to improve nutritional

standards. While processing supports food safety

and affordability, we continue reformulating

products to enhance nutritional value.

We research these trends and innovate with

products that support satiety and balanced

nutrition, including items that are high in fibre,

plant-based and protein-rich.

Climate change and

#### extreme weather

Businesses play a critical role in reducing

carbon emissions and supporting the

transition to a low-carbon future.

Nature and

#### biodiversity

Human activity continues to

threaten biodiversity, with

deforestation and habitat loss

exacerbated by climate change.

#### Geopolitical

#### uncertainty

Global tensions and conflicts

create unpredictable operating

conditions.

#### Demographic

#### shifts

Demographic shifts such as an ageing

population, migration, and evolving household

structures are reshaping consumer

preferences and workforce dynamics.

#### Cyber

#### security

Cyber threats are intensifying,

increasing the risk to

operational systems and

sensitive data.

#### Retail crime

The rise in theft and anti-social

behaviour impacts profitability and

colleague safety.

#### Greggs response

We have assessed climate-related risks

and embedded them into our strategic risk

registers. Our Net Zero Steering Group is

driving action across all areas of the

business, challenging climate impact and

accelerating progress toward our goal of

achieving net zero by 2040 – ten years

ahead of the UK Government’s target.

Find out more in our TCFD Report on pages 46 to 56.

We’re committed to protecting

forests by sourcing only certified

sustainable commodities – covering

wood-based products, beef, palm oil

and soy. Through our partnership

with EcoVadis, we rigorously assess

supplier practices and drive

continuous improvement to ensure

responsible sourcing across our

supply chain.

We maintain resilience through

robust enterprise risk

management processes,

supported by diversified sourcing,

strong supplier relationships and

ongoing scenario planning. These

measures help us to understand

our potential exposure, mitigate

disruption, and ensure continuity

of supply across our operations in

an uncertain global environment.

We adapt our product range to meet

diverse lifestyles and dietary needs,

while implementing inclusive workplace

practices and flexible models to attract

and retain talent. Through continuous

insight and innovation, we stay ahead of

demographic trends to remain relevant

and competitive.

We treat cyber security

as a core business risk,

implementing technical,

operational and people-

focused controls. The

framework aligns with widely

recognised industry standards

and is subject to regular

reviews through formal

governance mechanisms.

We have strengthened our approach to

retail crime through enhanced physical

and digital security measures, including

the rollout of Auror technology across all

of our shops. This enables improved

incident reporting, data-led insight and

intelligence sharing, helping us to better

prevent and respond to theft and

anti-social behaviour. We continue to

invest in CCTV coverage and work closely

with law enforcement and industry

partners to share intelligence and best

practice. Together, these actions

support colleague safety, protect our

assets and maintain safe, welcoming

environments for customers.

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14

CHIEF EXECUTIVE’S REPORT

We are pleased with the Greggs brand’s resilience

against the backdrop of a tough environment for the

whole food-to-go market in 2025. We increased our

share of food-to-go market visits by 0.5 percentage

points to 8.6%, with gains across all dayparts, in a

market where visits shrank 3.1% (source: Circana,

12 months ended December 2025). Card spending

data also confirmed that we outperformed the wider

eating and drinking out-of-home market in the year to

December 2025.

We are seeing some emerging shifts in dietary preferences,

with certain consumers seeking greater choice in areas such as

increased protein, more fibre and smaller portions. We expect

this will be a developing trend and are confident in our ability to

evolve our range to appeal to those looking for different

nutritional profiles and portion sizes when eating out of home,

Our customers come back to

#### Greggs again and again because

we offer them a delicious and

#### exciting range of great value

products. Once again, their loyalty

#### has helped us to outperform our

#### competitors in challenging market

#### conditions, generating record

sales as we continue to expand

#### our range.

Roisin Currie

Chief Executive

building on our track record of responding to change and entering

new categories with value-based options. Our analysis of the

factors impacting sales performance suggests that pressure on

disposable incomes remains the key factor. We remain confident

that demand for convenient food-on-the-go as customers go

about their busy lives will continue to underpin the market.

In the year ahead we expect market conditions will remain

challenging for the consumer. We continue to stay focused on

value and are significantly ahead of our competitors on this

metric. Greggs value proposition makes it relatively resilient in

the face of cyclical pressure on consumers, and we will continue

to focus on this through strong cost control and structural

efficiency opportunities. At the same time we are successfully

increasing access to Greggs through the extension of our own

shop estate alongside partnerships with grocery, franchise and

delivery partners.

#### OUTPERFORMING OUTPERFORMING

#### IN CHALLENGING IN CHALLENGING

#### CONDITIONSCONDITIONS

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15Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Financial results

Total sales grew to £2,151 million in 2025 (2024: £2,014 million),

a 6.8% increase on 2024. Within this, company-managed shop

like-for-like sales were 2.4% higher than 2024 and like-for-like

‘system sales’ in franchised units rose by 4.3%.

Underlying operating profit was 4% lower than in the previous

year, due to increased fixed costs in respect of manufacturing,

logistics and technology capacity and the operating leverage

impact of lower like-for-like volumes. Underlying pre-tax profit for

the year decreased by 9.4% to £171.9 million (2024: £189.8 million),

with reduced interest income on cash deposits and a higher lease

interest charge as the estate grows and leases are renewed.

For further detail, see the Financial Review. Including exceptional

items, statutory profit before tax for the year decreased to

£167.4 million (2024: £203.9 million including an exceptional

gain of £14.1 million primarily related to the sale of a legacy

bakery site).

Operational progress in 2025

The fastest-growing brand in the food-to-go market

Keeping the brand at the front of people’s minds and giving them

good reasons to choose Greggs is a key focus, and in 2025 we

once again topped the YouGov Brand Index, ranking first for both

value and consideration, proving that consumers believe we are

getting it right.

Market share data (source: Circana, 12 months ended December

2025) highlights our success, with Greggs remaining the number

one brand at breakfast, number two at lunch, number three for

snacking and now number four for both the dinner market and

delivery channel. Greggs is an inclusive brand that appeals to a

mix of customers that broadly reflect the market as a whole.

Our investment in marketing to drive brand awareness and

performance continues, promoting our menu through out-of-

home poster campaigns, radio advertising, and paid social media.

These have been bolstered by witty brand activation campaigns,

including the launch of our first home furnishings collection,

which included beanbags and cushions in the shape of Greggs

Sausage Rolls and Steak Bakes. We were pleased to partner with

Fenwick – this time to deliver The Golden Flake Tavern pop-up,

where customers could enjoy their Greggs meal in a pub

atmosphere, complete with exclusive Greggs beers.

In November we partnered with Universal Pictures UK to launch

the ‘Wicked: For Good’ film. We held a day of special events in two

iconic shops – London Leicester Square and Manchester Trafford

Centre – to mark the film’s launch, inviting customers to follow the

Yellow Bake Road. We also created a ‘Greggs x Wicked Baked For

Good’ box for customers in our delivery channel.

A highlight of the year was the Greggs Sausage Roll establishing

its status as a British icon. Throughout the summer of 2025, a

wax effigy of our famous bake rested on a velvet cushion in

Madame Tussauds – the first time a food item has been honoured

in this way – reminding us of the very real affection that people

have for the Greggs brand.

Range evolution and value leadership

We continue to keep our menu fresh and relevant, introducing

new flavours and products. Examples in 2025 included the Red

Pepper, Feta & Spinach Bake, the Sweet & Spicy Chicken Oval

#### INNOVATION: BAKING

#### FRESH IDEAS

Over the past year, we’ve continued to innovate

and strengthen our position as the UK’s leading

value food-on-the-go brand. This has been driven

by focused investment in our menu, digital

capabilities, manufacturing expansion and new

ways of building the Greggs brand.

We’ve broadened our appeal through new products, from

the rapid growth of our iced drinks range, including our

new matcha options, to the success of our ‘TikTok famous’

Mac & Cheese.

Our new bitesize shop formats are helping us meet evolving

customer needs, and we’re creating even more reasons to

visit our shops across every part of the day.

We’re also investing in the future of our operations, with

major upgrades to our manufacturing and logistics network

that will give us the capacity, efficiency and resilience to

support long term growth.

At the same time, our brand continues to break new ground.

From high end, limited time concepts like The Golden Flake

Tavern to ongoing improvements in the Greggs App that

make us even more convenient, we’re always finding fresh

ways to engage customers while staying true to what makes

Greggs special: our high-quality, great-value products.

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16

CHIEF EXECUTIVE’S REPORT CONTINUED

Bite, the Tuna Crunch Roll, and expansion of our popular pizza

range with a new Tandoori Chicken option. Our innovation

pipeline reflected emerging dietary trends with the launch of

turmeric and ginger health shots, two protein shakes and a

convenient egg pot, broadening choice for customers looking for

quick, healthy, high-protein options.

Greggs has a track record of responding to changing dietary

needs and entering new categories with value-based options.

High-protein options such as chicken have been increasingly

popular in recent years and we have grown share of categories

such as coffee, breakfast, vegan-friendly options and iced drinks.

Most recently we added iced matcha lattes to our popular iced

drink range. Priced from just £3.00, they are the latest example of

Greggs embracing market trends whilst making products more

accessible to more people.

Increasing access to Greggs

Providing more convenient access to Greggs food and drink is

crucial to our success and continues to present a material growth

opportunity in the years ahead. Despite Greggs success over

many years, increasing the frequency of customer visits remains

a clear opportunity when compared with best in class for

food-to-go.

By bringing our shops to more catchments, introducing

convenient ways for customers to pick up Greggs favourites, and

offering services such as delivery we enable customers to shop

with us more frequently in a manner that suits their busy lives.

Increasingly this involves working in partnership with others to

extend access to Greggs beyond traditional locations, for

example roadsides, grocery retailers, and delivery partners.

In every case we are focused on ensuring that we generate

strong returns on the capital that we deploy.

As we grow our estate, we continually monitor customer

behaviour to ensure that new openings are not at risk of

cannibalising existing shop sales. Analysis of our Greggs App

customers continues to demonstrate that those who visit a new

shop increase the overall frequency with which they visit Greggs.

In 2025 53% of our new shop openings (excluding relocations)

were in areas with no other Greggs shop within a mile (2024: 60%

of new shop openings), with 2026 planned openings having a

similar profile. For openings in areas with existing access to

Greggs within a mile of the new shop, the transfer of sales from

existing shops across 2024 and 2025 averaged less than 5%. We

factor this into our rigorous new shop appraisal process to ensure

that increased access to Greggs improves catchment

performance and returns on investment.

Shop growth

In November 2025, we opened our 2,700

th

shop. Over the course

of 2025, we opened 121 net new shops, moved 50 existing shops

to better locations in the same area, and refitted 116 company-

managed shops and 47 franchise shops.

Our growing presence now extends well beyond the high street,

with over half of our new openings located in alternative sites

such as petrol forecourts, supermarkets, retail parks, hospitals

and university campuses. We remain focused on expanding our

presence in major transport hubs, opening new shops this year at

Manchester Airport and railway stations in Leeds and Dartford as

well as the western hall at St Pancras railway station in London.

2025 also saw the launch of our first ‘bitesize’ shop at Sevenoaks

railway station.

Some high-footfall locations offer less space than is needed for a

standard Greggs shop, so we are trialling the new ‘bitesize Greggs’

format that enables us to meet customer demand from a much

more compact unit. In 2025, we opened three bitesize shops,

each offering a focused range of customer favourites, and we

are now assessing the role this format can play in supporting

profitable future growth. In addition to the bitesize trial, we are

developing unattended retail solutions to serve additional

missions and further enhance returns.

In addition to identifying new sites, relocating existing shops is

an important part of our strategy to develop the Greggs estate.

During 2025, we closed shops in 50 locations to make way for a

better opportunity nearby or by expanding into a vacant unit next

door, allowing us to serve more customers and expand our offer

in that community. Relocating shops enables us to retain the

existing shop team whilst adding the space needed to serve more

customers. In these more traditional locations, typically in cities,

towns and suburbs, our customer base is already well established

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17Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

and further investment unlocks swift and profitable growth.

Since 2019 we have relocated circa 15% of our estate in these

traditional locations.

Greggs is a trusted brand offering a strong covenant to landlords

and franchise partners and this continues to generate attractive

opportunities in new locations. Our new shop pipeline is strong,

and we expect to deliver around 120 net openings in 2026, with

the emphasis of our growth being in locations where Greggs

continues to be underrepresented, such as retail parks, railway

stations, airports, roadsides and supermarkets.

Delivery

Home delivery makes up 6.8% of our sales mix (6.7% in 2024)

and Greggs is now ranked number four in the market for delivery

(source: Circana, 12 months ended December 2025). Three

quarters of our company-managed shops now accept orders

via Just Eat and Uber Eats. Delivery sales are incremental to

our walk-in business. The basket value of a delivery order tends

to be around three times that of a walk-in customer, so we

continue to look for ways to extend the reach of this offer with

the evening daypart remaining a key opportunity. In the overall

market, home delivery continues to grow and is at its most

popular in the evening daypart. This remains an opportunity

for Greggs as we adapt products to suit the delivery channel.

For example, more than 70% of our sales of pizza boxes are

made via our delivery partners.

The success of our delivery business relies upon slick processes,

and we are constantly searching for ways to reduce complexity

and simplify our operations. We are now investing in a platform to

better manage menu availability and improve the amount of time

our shops are online. We have also trialled courier estimated

arrival time functionality with Uber Eats so we can better

anticipate when food will be collected, allowing us to make up an

order so it is as fresh as possible.

Loyalty

The Greggs App remains very popular with our regular customers,

giving them a free product for every nine they buy. Another 1.7

million customers downloaded the App in 2025 and it is now

scanned in more than a quarter of company-managed

transactions (26.7%, up from 20.1% in the previous year). At the

peak in December 2025, the App was used by over 1.5 million

customers a week – over three times more than the December

peak in 2022.

In May, we introduced a personalised inbox, Baked for You, to the

Greggs App, giving us more space to promote new products and

deals. In November, we launched Greggs Quests to ‘gamify’ the

App user experience and provide more opportunities to drive

engagement and frequency of purchase by accelerating rewards

for customers if they complete their Quest. By completing Greggs

Quests, customers had the opportunity to win a range of prizes –

from products and gift cards to a trip to Reykjavik with Universal

Pictures as part of our Wicked partnership.

Evening growth

Around 2,000 Greggs shops are open beyond 5pm, and at least

half of these are open until 7pm. Evening sales represent 9.4% of

company-managed shop sales (2024: 9.0%) and remained our

fastest-growing daypart in 2025. We are now ranked number four

in the market for dinner visits (source: Circana, 12 months ended

December 2025) as we continue to take market share.

Most of our evening sales come from walk-in customers on

grab-and-go missions, with our iconic savouries and pizza

remaining the backbone of these visits. Alongside this, we’re

strengthening our offer for sit-in and delivery occasions by

providing hot, filling meal options. Products like Southern Fried

Chicken Goujons, Southern Fried Potato Wedges and Mozzarella

& Cheddar Bites are key drivers of like-for-like volume growth in

the evenings, and this year we expanded the range further with

Mac & Cheese. We’ve also continued to test and refine our pizza

offer, introducing a new small pizza box and a single slice pizza

box exclusively for delivery.

Product innovation will continue to be central to our evening

growth strategy.

Grocery retailing

Iceland Foods continues to be a key commercial partner, and in

2025 we added new pastries to the Greggs ‘Bake at Home’ range

and expanded the rotational programme of limited-edition

products. During the year we also launched elements of the range

with Tesco, and Greggs products are now available at 800 larger

Tesco stores and online. From January 2026 a subset of this

range became available in a further 1,900 Tesco Express stores.

Managing costs and capital investment

Managing costs closely is, and always has been, strategically

important to us as a value retailer. Our teams delivered structural

cost savings of £13.0 million in 2025, £4 million ahead of our

stretch target, alongside short-term tactical control to manage

labour and other key variable costs. This will remain a focus in

2026 and going forward as we explore further structural cost

efficiency opportunities to increase productivity and support

strong returns for shareholders.

Our plans to open new National Distribution Centres in Derby and

Kettering remain on time and are both on track to come in under

budget. At the Derby site, we will be ready to roll out upstream

robotic picking of frozen goods from mid-2026. The 23-acre site

will be fully operational by the end of 2026, including our first

production line on the site, adding capacity to both our

manufacturing and logistics operations. Our Kettering site will

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18

CHIEF EXECUTIVE’S REPORT CONTINUED

embrace increased levels of automation to enable upstream

picking of chilled and ambient goods, relieving pressure on our

existing Radial Distribution Centres. The site will be operational in

2027 and we have begun appointing key individuals to manage

this operation.

2025 was the peak of our capital investment programme and we

are now focused on completing and activating the new facilities

to utilise their capabilities. Free cash generation will increase

going forward as our investment requirements reduce materially.

This will improve returns as we move forward, leveraging the

investments we have made.

We continue to invest in upgrading our logistics infrastructure

and modernising our fleet of vehicles. During 2025, we purchased

more efficient double-deck trailers and introduced 25 urban

artics, both of which will take miles off the road. We now use the

renewable biofuel HVO at three sites, meaning that 28% of our

fuel usage has been switched to a renewable fuel source. Building

on this progress, we are exploring opportunities to expand HVO

usage across our Leeds and Kettering logistics sites in 2026,

aiming, where viable, to support increased adoption and further

reduce emissions. In addition, the introduction of real-time data

through vehicle telematics has enabled us to improve operational

efficiencies, cut emissions, and improve safety compliance and

driver performance.

During 2025 we successfully migrated our finance and

procurement team processes to the SAP S/4HANA platform,

strengthening the foundations for greater efficiency along with

data and insight capabilities across the business. We further

developed our use of Power BI and Microsoft AI tools to support

decision making. These developments are already helping us

unlock greater value from the vast volumes of data we manage.

For example, we’ve expanded the insight available to operational

teams with a single view of performance metrics across our

supply chain, and we now provide real-time sales updates to

shops so they can make intraday decisions on labour scheduling.

We’ve also introduced insight that helps teams understand how

operational choices affect queue times and service levels, and

we’re generating richer views of customer purchase behaviour

highlighting the positive impact of the Greggs App and our loyalty

scheme. We continue to experiment with ways to transform our

business using digital solutions. In 2025, we trialled self-service

ordering screens in a small number of shops, offering our

customers a convenient way to order and pay without queuing.

At our Head Office our support teams are benefiting from the

investment in CRM capability, with AI functionality being

developed to drive service standards and efficiencies. These

enhancements continue to strengthen our data and AI

capabilities and improve our ability to run efficient,

well-informed operations.

Looking after our people

We are proud to employ more than 33,000 people across the UK

in stable, fairly-paid jobs. In a wider environment of rising

unemployment, we are proud to be creating new jobs; in opening

121 net new shops we added over 1,200 colleagues to our team.

Everyone who works for Greggs benefits from a 50% colleague

discount on Greggs-branded products from the day they start

work. After three months with us, they can opt into our Sharesave

scheme, enabling them to buy Greggs shares at a discount, and

after six months they also become eligible for our longstanding

profit share scheme. Every year, 10% of the profits we generate

are divided between these colleagues and, at the end of March

2026, each will receive a share of £20.2 million.

We also offer a matched contribution pension scheme, of up to

7% of salary, for all colleagues. With our contribution, colleagues

can set aside the equivalent of 14% of every pay packet, helping

them to save for retirement.

We want to take good care of our people and, in spring 2025,

introduced a virtual GP service which enables them to speak to a

private doctor, at no cost to them. At a time when getting a

doctor’s appointment feels increasingly challenging, this service

removes some of the friction that can make it harder to seek

expert advice.

Our colleague inclusion networks empower our colleagues from

minority groups (and their allies) to come together to share their

experiences and provide guidance and feedback to the business.

We held our second Inclusion Conference to celebrate our

success stories and discuss ways we can improve further.

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19Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Giving back

In addition to paying taxes and providing stable employment to

tens of thousands of people across the country, we give back to

our communities through charitable support.

The Greggs Foundation

Every year, Greggs plc donates 1% of pre-tax profits to The

Greggs Foundation. We also work collaboratively to leverage the

ability of our Outlet shops to support their local community. In

2025, this support amounted to £3.4 million. Our colleagues and

customers give generously throughout the year, raising a further

£420,000 through donations at the till, our two Breakfast Club

appeal weeks and colleagues’ Give As You Earn donations.

Children in Need

2025 was our 19th year supporting BBC Children in Need. During

November, we raised over £1 million for the charity through shop

collections, merchandise, Pudsey Biscuits, and till donations.

Children’s Cancer North

We are long-time supporters of Children’s Cancer North’s annual

charity run, which takes place each May in Newcastle upon Tyne.

As well as providing funding towards the delivery of the event,

we put collection buckets in our shops in the North East and

increased local awareness of the event. We have raised almost

£9 million for the charity since we began supporting them back

in 1983.

The Greggs Pledge

We created The Greggs Pledge in 2021 to channel resources and

energy into the areas where we felt our business could make the

most difference to the wider world. We have spent the five years

since it was launched working to deliver ten bold commitments,

with the end of 2025 as our target delivery date. I am incredibly

proud of the progress that we have made.

We are now entering a new five-year cycle, with an evolved set

of commitments. As our approach to ESG and sustainability has

matured, our ambitions have grown; our new targets reflect that

and will require real focus and effort in the years ahead.

In some cases, a target that we set in 2021 has been delivered in

full. Typically, this means that the required change has been

embedded into ‘business as usual’ and will now be delivered by

existing processes. For example, our Eco-Shops are now fully

operational and are on-going test-beds for new, ‘greener’

equipment and technology, and any new item of packaging will

always be made from fully recyclable material.

Our priorities for the next five years are based around the same

three pillars: building stronger, healthier communities; making

our planet safer; and striving to be a better business. We are

focusing on empowering broader community action through The

Greggs Foundation’s Community Action Fund, maintaining our

climate ambition to reach Scope 2 net zero by 2030, and stay

firmly on track for full net zero across Scopes 1–3 by 2040, and

we are accelerating progress on our diversity agenda by building

a more diverse leadership pipeline.

Further detail on each of these pillars can be found in The Greggs

Pledge section of this Annual Report on pages 42 to 45.

A forward look

We expect that 2026 will be another tough year for the consumer

but are optimistic that inflationary pressure will ease a little,

providing some support to consumers and the food-to-go sector.

We will continue to open new Greggs shops, primarily in

catchments where we do not yet have a presence. Our flexible

formats and growing presence in areas such as petrol forecourts

and retail parks will continue to improve access to Greggs whilst

further diversifying our shop estate.

Our loyalty proposition will encourage customers to shop with us

more frequently and at different times of the day, supported by

continued evolution of our product range to suit different

dayparts and respond to dietary trends.

The key focus for management in the coming years will be

restoring the Company’s return on capital employed (‘ROCE’) back

to our target of around 20%. This will be supported by continued

action to drive like-for-like sales, deliver structural cost

reductions and develop additional income streams, alongside

opening more shops that deliver strong returns and leverage

the new supply chain capacity that we are building.

Current trading and outlook

We have a strong pipeline of new shop openings in 2026, primarily

in new catchments that drive strong returns, and our investment

in supply chain capacity is on track. Like-for-like sales in

company-managed shops have increased by 1.6% year-on-year

in the first nine weeks of 2026. Total sales increased by 6.3%

year-on-year as we continued to grow our shop estate and

benefited from the expansion of our grocery retail business,

with strong cost control supporting profit conversion and

year-on-year progression.

Our strong brand and robust balance sheet position us well and

management’s expectations for the year remain unchanged, with

profit before tax expected to be broadly in line with 2025 and any

year-on-year improvement contingent on a recovery in the

consumer backdrop. We expect to make profit progress in the

first half of 2026 due to the phasing of like-for-like cost inflation

across the year and will see an increase in fixed costs as we

commission the new Derby site, which will primarily impact the

second half.

I remain confident about the growth opportunities available to

Greggs and our ability to progress them.

Roisin Currie

Chief Executive

3 March 2026

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20

OUR STRATEGYOUR STRATEGY

#### ENSURING GROWTH ENSURING GROWTH

#### IN THE YEARS AHEADIN THE YEARS AHEAD

Our vision is to be the customers’ favourite for food-on-the-go. While recent years

have brought significant success, our journey is far from over. We have bold growth

ambitions and continue to learn, innovate and adapt to stay ahead in a dynamic market.

#### Great tasting, freshly

#### prepared food and drink

Nothing beats freshly baked, freshly prepared

food. With bold flavours, responsibly sourced

ingredients and consistent quality at

outstanding value, Greggs sets the standard

for food-on-the-go.

#### Competitive

#### supply chain

By owning our supply chain, we make our

delicious products and deliver them directly

to our shops – ensuring exceptional quality

and unbeatable value for our customers.

#### Best customer experience

Fast, friendly service is one of the biggest

reasons customers choose Greggs and delivering that

consistently under pressure is no small feat. Our shop

teams do an incredible job making every visit feel effortless.

Through the Greggs App, we’re building deeper connections

with customers, rewarding loyalty and creating a seamless

experience that keeps them coming back.

#### First-class support teams

We’ve made significant investments in systems

and technology that empower our support teams

to deliver exceptional service – both to colleagues and,

ultimately, to our customers. These tools streamline

processes, enhance collaboration and ensure every

interaction reflects the quality and efficiency Greggs

is known for.

#### Dedicated to Doing Good

Find out more in our

Sustainability Report

– The Greggs Pledge on

our corporate website:

corporate.greggs.co.uk

#### Stronger, healthier communities

We pledge to play our part in improving the

nation’s diet by helping to tackle obesity,

providing free breakfasts to schoolchildren and

giving surplus food to those who need it most.

#### Safer planet

We pledge to become a carbon-neutral,

zero-waste business.

#### Better business

We pledge to increase the diversity of our

workforce and to use our purchasing power

responsibly, with the aim of making things

better in our supply chain.

#### OUR CORE STRATEGIC PILLARS

#### THE GREGGS PLEDGE

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21Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

To reach our full potential in the

#### years ahead, our strategy is

focused on four key drivers of

#### growth and underpinned by

#### investment in our supply

#### chain and technology.

#### Broadening

#### customer appeal

#### and driving loyalty

1.

We’re continuing to strengthen Greggs position as the go-to brand for

food-on-the-go. Through bold brand activity and timely, targeted

communication via the Greggs App and website, we’re demonstrating how

Greggs can be the choice for more people, in more places, at any time of day.

Growing and

developing the

#### Greggs estate

2.

We have a strong pipeline of new shop openings and a significant opportunity

to enhance our estate through strategic relocations and modern refits. We’re

investing in our supply chain to build the capacity required to support up to

3,500 shops across the UK – ensuring we’re ready to deliver on our ambitious

expansion plans.

#### Developing

#### our digital

#### channels

3.

Our digital channels give us the ability to compete effectively throughout the

day. Delivery partnerships with Just Eat and Uber Eats extend our reach

beyond passing footfall, driving higher-value orders by serving multiple

customers at once. Meanwhile, Click + Collect lets customers browse the

menu, customise their order, and skip the queue – making Greggs even more

convenient and accessible.

#### Expanding

#### our evening

#### trade

4.

By offering extended trading hours in many of our shops, introducing exciting

new menu additions and leveraging both walk-in and digital channels, we have

a clear strategic opportunity to grow food-to-go sales in the evening market.

#### Investing in our supply chain and technology for a bigger business

Significant investment in manufacturing and logistics underpins our ambition, building the capacity to support up

to 3,500 shops across the UK. At the same time, we’re driving forward our digital capabilities and embedding a culture

of continuous improvement to enable smarter, more efficient operations as the business grows.

#### OUR KEY DRIVERS OF GROWTH

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2222

OUR STRATEGY IN ACTION

BROADENING CUSTOMER APPEAL AND DRIVING LOYALTY

### BROADENING BROADENING

### APPEAL. APPEAL.

### DRIVING LOYALTY.DRIVING LOYALTY.

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23Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

### BROADENING BROADENING

### APPEAL. APPEAL.

### DRIVING LOYALTY.DRIVING LOYALTY.

Following a challenging year for food-to-go

brands, we continued to be the UK’s leading

food-to-go brand based on YouGov BrandIndex

scores, ending the year as the No.1 brand in 7 out

of 16 YouGov categories – including retaining our

position as the No.1 considered food-to go brand

for the second year running.

With consumer spending continuing to come

under pressure, we remained the No.1 brand for

value and have proudly held this position

since 2010.

No.1

overall

For the 8th year

running in YouGov’s

BrandIndex\*

No.1

for Consideration

For the 2nd year\*

No.1

for Value

Extending our lead to

achieve 37.4 points\*

Serving customers throughout the day

To meet the food-to-go needs of UK consumers, we continued to

evolve our menu with new products being trialled and introduced to

the menu throughout 2025. We served up half a billion transactions,

with 1 in 3 adults in Great Britain enjoying a Greggs in 2025\*\*.

We retained our position as the UK’s No.1 food-to-go brand for

breakfast, helping start the day for millions of customers across

the country\*\*. We’ve made a significant investment in elevating our

lunchtime offering, strengthening both brand and menu appeal.

This included the launch of a refreshed sandwich range featuring

exciting additions such as the Cheese & Onion Roll and the Sweet &

Spicy Chicken Oval Bite. We also introduced standout innovations

such as the Red Pepper, Feta & Spinach Bake and Mac & Cheese –

bringing even more variety and flavour to our customers.

In September, we launched our new three-part ‘Big Deal’ offering

customers a wide range of choices. They can select any hot or

cold sandwich, salad, pasta or chicken goujons, add any drink,

then choose from a wide selection of sides including yoghurt, egg

pot, crisps, fruit pot and wedges.

We continued to keep the brand front of mind, investing across

audio-visual channels with our Greggs Gameshow ads as well as

the use of out-of-home, radio and paid social media to promote

our menu and support sales.

Our brand activations remained a central part of our strategy,

allowing us to execute and entertain in a way only Greggs can. In

June, the Greggs Sausage Roll became the first ever food item in

its own right to go on display at Madame Tussauds alongside

other British icons. Over the summer, we fed thousands of

festival goers across the country with our Greggs Van and

Double-decker Bus experience.

We launched The Golden Flake Tavern, a quintessentially British,

Greggs-inspired pop-up pub in partnership with Fenwick. It

served traditional pub fayre with a Greggs twist as well as our first

ever exclusive Greggs beers – produced by Full Circle Brew Co.

These brand activations all helped contribute to another strong

year for our brand health metrics, with Greggs being the most

considered food-to-go brand in the UK in 2025 for the second

year running\*.

Delivering added value and driving

visits through digital investment

During 2025 we continued to develop a range of data-driven and

digital workstreams, with a focus on how data and AI can inform

and shape our wider strategy. This includes improving how we

segment customers who participate in our loyalty scheme, a

precursor to building a system that can give better targeted and

more relevant offers.

We also continued with our investment in CRM and data

capabilities – adding new App features including Greggs Quests –

whilst using real-time customer behaviour to inform and adapt

our wider business strategy.

#### 2026 PLANS

Although the UK Government delayed the new

advertising regulations on Less Healthy Food until

January 2026, we adhered to the spirit of the legislation

from its planned introduction date of October 2025,

adapting our paid media strategy and content across

relevant channels. As we start to see the impact and

effect of the legislation, we will continue to adapt and

optimise our paid media strategy.

As part of our wider brand and marketing strategy,

we will continue to focus on earned media and brand

partnerships to ensure a fully integrated channel

approach. These help to drive sales and keep the

brand front of mind, while retaining the emotional

connection with customers of all ages and

backgrounds from across the UK.

\*  YouGov BrandIndex, circa 23,900 sample, UK 18+ Nat Rep Total Population

– data collected 1 January to 31 December 2025, Quick Service Restaurant,

coffee shop and delivery services sector.

\*\*  Source: Circana CREST & SnapMyEats 12 months ended December 2025.

![]()

2424

OUR STRATEGY IN ACTION

GROWING OUR ESTATE

### OPENING OPENING

### DOORS DOORS

### TO MORE TO MORE

### MOMENTS.MOMENTS.

![]()

25Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

### OPENING OPENING

### DOORS DOORS

### TO MORE TO MORE

### MOMENTS.MOMENTS.

New shop openings

We opened 121 net new shops during 2025, ending the year with

more than 2,700 Greggs shops across the UK.

We continue to focus on broadening our presence beyond the

high street and over half of our shops are now in alternative

locations. Over the course of the year, we opened nine new

drive-thrus, six new supermarket shops and seven Outlet shops.

We also expanded our presence in UK transport hubs, opening

shops at Manchester Airport, and in railway stations in Leeds,

StPancras, Dartford and Sevenoaks.

We continued our expansion in Northern Ireland, opening eight

new shops in 2025 taking our total there to 28.

New shop format

We trialled a new shop format – bitesize Greggs – in three high-

footfall locations to test what we can achieve with a very small

footprint. This agile shop format will enable us to enter more

prime locations, particularly travel hubs, many of which were

previously out of reach due to the size needed to run a traditional

Greggs shop format.

The first bitesize shop opened in Sevenoaks railway station in

November. The unit is open seven days a week, creating nine new

jobs for the local area, and offers a tailored range of our best-

selling products. In December, we opened two more in Dartford

railway station and the designer discount outlet, Cheshire Oaks.

Upgrading our estate

Alongside expanding our presence, we want to make sure that

we are maximising the opportunities in our existing shops. We

continued our programme of refits, refreshing and upgrading

116 company-managed shops. Larger refits include the

Birmingham Bull Ring, Sheffield Meadowhall and Glasgow

Buchanan bus station.

We moved 50 shops to new locations which allowed us to better

serve our existing customer base. These included London

Ludgate Hill, Cardiff St Davids, Wandsworth Southside Shopping

Centre, Aberdeen Union Square and Bridgend McArthur Glen.

Grocery partnerships

We introduced our Bake at Home range in Iceland supermarkets

in 2011 and the relationship continues to flourish. During 2025, we

introduced new sweet pastries including Pain au Chocolat and All

Butter Croissants. We also offer a range of limited-edition

products that vary through the year, including the Spicy

Vegetable Curry Bake, Fajita Chicken Bake and the Festive Bake.

We launched a new partnership with Tesco in September 2025.

Our core range of Bake at Home Greggs products is now available

at 800 Tesco Extra stores and online. In January 2026, this

partnership was extended to a further 1,900 Tesco Express stores.

#### 2026 PLANS

The pipeline of new shop opportunities remains

strong, and we expect to open in the region of 120

net new shops in 2026, including drive-thrus, petrol

forecourts, roadsides, travel hubs, retail parks and

supermarket locations. We estimate that around a

third of these will be with our franchise partners.

We will also focus on providing bigger and better

shops to serve all channels by targeting around

35 relocations and 85 refits.

When we launched our current strategy

in 2021, we set an ambition to have more than

3,000 shops. Just a few years later, our ambition

has grown, and we are now readying the business

for more than 3,500 shops in the longer term.

121

Net new shops

opened in the year

64%

Proportion of new

company-managed

shops opened in 2025

beyond the high street

(e.g. supermarkets,

petrol forecourts,

roadsides, retail parks)

50

Relocations

completed

116

Refits completed

(company-managed

shops)

![]()

2626

OUR STRATEGY IN ACTION

DEVELOPING DIGITAL CHANNELS

CLICK. COLLECT.CLICK. COLLECT.

### CONVENIENCE.CONVENIENCE.

![]()

27Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

CLICK. COLLECT.CLICK. COLLECT.

### CONVENIENCE.CONVENIENCE.

Our digital presence continues to go from

strength to strength with record numbers of

customers choosing a delivery, downloading the

Greggs App, and skipping the queues in-shop by

using Click + Collect.

1,632

(2024: 1,556)

Shops have delivery

26.7%

(2024: 20.1%)

Of company-managed

shop transactions

accompanied

by an App scan

#### 2026 PLANS

Our key focus will be on excellent retail execution

through improved technology. By giving our people

the right tools to make their jobs easier, we can

free them up to concentrate on delivering

excellent service.

We plan to simplify shop operations by putting

all digital orders through a single screen,

standardising our processes and freeing up

space in our digital prep areas.

We will continue to explore the potential for

further growth of our home delivery service,

working with our partners to increase order

volume from existing sites, and adding new shops.

We will continue to innovate to make sure our

range is right for our delivery channel.

Delivery partnerships

We are now offering home delivery from more than 1,600 Greggs

shops around the country through our partnerships with Just Eat

and Uber Eats. The basket value of a delivery customer is around

three times that of a walk-in customer helping to drive sales

growth, with delivery now representing 6.8% of company-

managed sales (2024: 6.7%).

Throughout 2025, we boosted awareness of the Greggs delivery

service with strategic PR partnerships. In August, we partnered

with KFC for the ‘Pastry Meets Gravy’ cross promotion with Uber

Eats in four key cities. In November, we partnered with Universal

Pictures UK to promote the release of the second Wicked film with

a ‘Wicked: for Good’ Bake Box delivered by Just Eat in ten key cities.

Improving our processes

The success of our delivery business relies upon slick processes,

and we are constantly searching for ways to reduce complexity

and simplify our operations. We are now investing in a platform to

better manage menu availability and improve the amount of time

our shops are online. We have also trialled courier estimated

arrival time functionality with Uber Eats so we can better

anticipate when food will be collected (allowing us to make up an

order so it is as fresh as possible).

Rewarding loyalty with the Greggs App

In 2025, 26.7% of all company-managed shop transactions were

accompanied by an App scan (2024: 20.1%).

The App is our key opportunity for rewarding customer loyalty,

giving people a free product for every nine they buy. Once again,

we offered double stamps in January and June, helping to

drive lunchtime sales. Also in June, we enhanced our App

sign-up incentive to include iced drinks, helping us to engage

younger audiences.

The App enables us to give our customers unique access to

special products and events. This year, these opportunities

included free entry to Madame Tussauds and Thorpe Park, getting

early access to Greggs new homeware line, entry to The Golden

Flake Tavern in Fenwick and the opportunity to win tickets to LA

with Fanta and to Reykjavik with Universal Pictures UK.

In May 2025, we added new functionality including an in-App

inbox that allows us to show customers tailored communications

regardless of marketing opt-in status. During 2025, our Baked For

You messages received over six million clicks into the articles.

We also launched Greggs Quests to gamify the user experience and

provide more opportunity to win free Greggs and other exciting

prizes. The Quests are fun, time-limited challenges that encourage

more engagement with the App. We can run Quests as App-wide

campaigns or personalise them for particular customer segments,

helping to make them as relevant and engaging as possible.

![]()

2828

OUR STRATEGY IN ACTION

EXPANDING EVENING TRADE

EVENINGS, EVENINGS,

# ELEVATED.ELEVATED.

![]()

29Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Growth in the evening

In 2025, Greggs increased its share of visits across all dayparts,

including the important evening (post-5pm) time slot, where

share of visits increased to 2.9% (2024: 2.4%)\*.

Hot food

We know that many of our customers are looking for hot food in

the evening and our range of hot products continues to be

popular in this daypart. Items such as Southern Fried Chicken

Goujons, Southern Fried Potato Wedges and Mozzarella &

Cheddar Bites continue to drive like-for-like volume growth and

evening performance, consistently outperforming our

expectations, even during the warmer summer months.

New meal options have boosted this category further still.

Following a successful trial, we launched Mac & Cheese in early

2025, and it is now available in over 1,830 shops.

Pizza

Another success story is our Pizza Boxes, with 19% of sales

occurring in the evening. We offer pizza slices in boxes of two,

four or six slices and our customers can choose from nine

different flavours. We have run successful promotional bundle

deals on our delivery platforms and more than 70% of our total

Pizza Box sales are now via Uber Eats or Just Eat. We continued

to diversify our popular pizza range with the addition of the new

Tandoori Chicken topping in the autumn.

Home delivery

Home delivery is growing across all dayparts but it is growing

fastest in the evening. We now have more than 1,300 shops

offering a delivery service after 5pm (2024: 1,200) and continue

to explore how we can strengthen this proposition further.

#### 2026 PLANS

We continue to work on making sure that our

menu proposition reflects what our customers

want in the evenings, helping to make Greggs

mean more to more people.

Our Pizza Boxes are a key component of our

delivery offer in the evenings and we will test

new concepts to meet that demand.

With almost 2,000 Greggs shops staying open

after 5pm, the evening remains our fastest

growing daypart. We continue to develop our

evening menu proposition to make sure that we

are meeting our customers’ expectations,

whether they visit a shop or order a delivery.

19%

Pizza Box sales

occurring in

the evening

70+%

Pizza Box sales

via delivery

9.4%

(2024: 9.0%)

Evening sales as a percentage of

company-managed food sales

\*  Circana CREST, 12 months ended December 2025.

![]()

30

OUR STRATEGY IN ACTION

INVESTING IN OUR SUPPLY CHAIN AND TECHNOLOGY FOR A BIGGER BUSINESS

## SMARTER SMARTER

## SYSTEMS. SYSTEMS.

## STRONGER STRONGER

## SUPPLY.SUPPLY.

![]()

31Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Increasing production

Our supply chain team is the engine behind our shops, seamlessly

increasing production as demand grows and ever-ready to create

new products or flavours as customers’ tastes dictate. In 2025,

they supported the introduction of several new product lines –

including the Red Pepper, Feta & Spinach Bake, Lemon Meringue

Muffin and several new sandwich fillings – each requiring new

recipes and new processes.

We completed the final commissioning and expansion of our

latest savoury production line at Balliol Park, a key production site

for our bakes and rolls. The new equipment gives us the ability to

produce around four million more bakes per week, which was key

to managing record demand in the final quarter of the year.

We have embraced automation to enable us to produce more

units while maintaining the quality and consistent appearance

that our customers expect – all while reducing costs. We have

automated the production of cream cakes in Leeds, introduced a

new automated biscuit line in Penrith, and now use automated

topping of the seasonal savoury bakes at Balliol Park. The

introduction of ‘Pick by Voice’ into our warehouse operations has

improved both accuracy and efficiency.

Expanding our capacity

Building work at our new 23-acre manufacturing and logistics

facility in Derby is nearing completion, ready to begin operating

from mid-2026. As well as providing extra capacity for Yum Yum

production, it will have an automated warehouse system for

frozen goods allowing us to use robotic picking to increase the

efficiency and accuracy of stock deliveries to our shops.

We have now taken control of our new National Distribution

Centre in Kettering and are fitting it out ready for its launch in the

first quarter of 2027. We have begun labour planning and the

recruitment of key individuals who will run the new site.

Enhancing our logistics

We continue to invest in our logistics infrastructure to make

sure that we are using sustainable fuels, efficient vehicles and

useful telematics.

We now use renewable biofuel HVO at three sites, meaning that

28% of our fuel usage has been switched from fossil diesel to a

renewable biofuel. We are exploring opportunities to expand HVO

usage across our Leeds and Kettering sites in 2026.

We continue to invest in double-deck trailers and began purchasing

urban artics, both of which are helping us to reduce road miles. We

have expanded our use of the vehicle telematics system to

increase the operational efficiency of our fleet. We use real-time

data to inform route choice, improve fuel efficiency and confirm

that our drivers are complying with our safety standards.

Streamlining our IT systems

Our operations generate a great deal of data, and we want to

make the best possible use of it to streamline our processes,

improve our execution and drive our business forward.

Our mission is to reduce complexity by simplifying how our people

interact with data. The migration to SAP has been central to this

and we are now midway through moving our Enterprise Resource

Planning (ERP) software to SAP S/4HANA. Our finance and

procurement teams are now using the new system.

In the final quarter of 2025, we began an intensive

communications and training programme to equip our supply

teams with the knowledge and skills they will need to get the

maximum benefit from our Next Generation SAP programme.

We maintain a strong focus on managing cyber security as a key

business risk, using a mix of technical, operational and people

centric safeguards. Our approach is aligned with recognised

industry standards and is regularly reviewed through established

governance processes.

#### 2026 PLANS

The new site in Derby is planned to go live as a

frozen logistics hub in the second quarter of 2026.

The new Yum Yum line will be installed and

operational in the later part of 2026.

Our development programme at Kettering will

continue, ready to open in 2027.

We will continue to support the growth of the

business by ensuring that we have the capacity to

meet rising consumer demand. We are evolving

the operating model at our Radial Distribution

Centres to allow for cross-docking, meaning that

goods will be transferred between inbound and

outbound vehicles without being stored,

unlocking capacity at these sites.

The four strategic growth drivers outlined

previously can only succeed if we can meet the

demand they generate. Our production and

logistics capacity must expand in parallel, and

our technological systems and processes must

be streamlined and fit for purpose.

28%

(2024: 13%)

Of fleet now powered

with a renewable

biofuel, HVO

#### 4 million

Additional bakes

per week, due to

increased production

capacity at Balliol Park

![]()

32

£167.4

£171.9

£203.9

£189.8

£188.3

£167.7

£148.3

£148.3

£145.6

£145.6

2025

2023

2024

2022

2021

137.5p

122.8p

119.3p

149.6p

123.8p

139.2p

117.5p

117.5p

114.3p

114.3p

2025

2023

2024

2022

2021

51.7%

23.0%

19.6%

11.3%

6.8%

2025

2021

2022

2023

2024

52.4%

17.8%

13.7%

5.5%

2.4%

2025

2021

2022

2023

2024

KEY PERFORMANCE INDICATORS

TOTAL SALES GROWTH

6.8%

LIKE-FOR-LIKE SALES GROWTH

2.4%

PROFIT BEFORE TAX (£M)

£171.9m

DILUTED EARNINGS PER SHARE (PENCE)

122.8p

What this means

The percentage year-on-year change in total sales

for the Group.

What this means

Compares year-on-year cash sales in our

company-managed shops, with more than one

calendar year’s trading history. Like-for-like sales

growth includes selling price inflation and excludes

VAT. The impact of shop refits is included in

like-for-like sales growth. The calculation of these

figures can be found on page 175.

What this means

Reflects the performance of the Group before

taxation impacts and the underlying measure

excludes any exceptional items arising in the year.

What this means

Calculated by dividing profit attributable to

shareholders by the average number of dilutive

outstanding shares (as detailed in Note 9 to the

accounts). The underlying measure excludes any

exceptional items arising in the year.

Why this is important

This is a measure of the absolute growth of

the Group.

Why this is important

This measure provides valuable additional

information on the underlying sales performance of

the business and is a key measure used internally.

Why this is important

This is a measure of the absolute performance of

the Group.

Why this is important

This measure reflects the underlying earnings for

each share in the Company.

We use eight key financial performance indicators (KPIs) to monitor

the performance of the Group against our strategy. The definition

of these KPIs and our performance over the last five years is

detailed below.

All of the non-GAAP measures (other than

like-for-like sales growth) detailed can be

calculated from the GAAP measures included in

the Annual Accounts. All of the underlying

measures exclude the items detailed in Note 4

to the Accounts. Commentary on these KPIs is

contained within the Financial Review on pages

57 to 61:

Excluding exceptional items

Including exceptional items

![]()

33Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

16.0%

15.6%

20.3%

21.8%

21.1%

23.7%

21.0%

21.0%

23.0%

23.0%

2025

2023

2024

2022

2021

£57.4

£110.8

£199.8

£249.0

£287.5

2025

2021

2022

2023

2024

£236.5

£198 .8

£257.1

£261.9

£273.7

2025

2021

2022

2023

202

4\*

£268.6

£261.6

£265.3

£225.3

£145.8

2025

2021

2022

2023

2024

NET CASH INFLOW FROM OPERATING ACTIVITIES

AFTER LEASE PAYMENTS (£M)

£273.7m

RETURN ON CAPITAL EMPLOYED (ROCE)

16.0%

CAPITAL EXPENDITURE (£M)

£287.5m

LIQUIDITY (£M)

£145.8m

What this means

Operating profit adjusted for the impact of

non-cash items, working capital movements

and repayment of the principal on lease liabilities.

The calculation of these figures can be found on

page 176.

\*The 2024 net cash inflow from operating

activities has been restated as explained on

page 132.

What this means

Calculated by dividing profit before tax by the

average total assets less current liabilities for

the year. The underlying measure excludes

any exceptional items arising in the year. The

calculation of these figures can be found on

page 176.

What this means

The total amount incurred in the year on investment

in fixed assets.

What this means

This is calculated as cash and cash equivalents

plus undrawn committed facilities, taking into

account required minimum liquidity covenants.

Why this is important

This represents cash flows that could be used for

distribution of dividends or to fund our strategic

objectives and is reflective of the strong

cash-generative nature of the business.

Why this is important

This is a measure of the return generated on capital

invested by the Group and provides a guide to how

efficiently we are generating profit with the assets

used in the business.

Why this is important

This reflects the ongoing investment in the

business over time.

Why this is important

This measure provides useful information on the

Group’s net financial position, indicating its ability to

meet its short-term obligations, invest in the

business and return value to its shareholders by

way of dividend.

![]()

34

33,00033,000

ENERGISED,  ENERGISED,

### AMAZING AMAZING

### COLLEAGUESCOLLEAGUES

#### Our people are what makes Greggs successful.

As we continue to grow, keeping our culture and values

at the heart of what we do remains a priority. We want to

provide a great place to work, where our colleagues feel

valued, can be themselves and want to stay with

us – and where new people are excited to join us.

Our colleagues consistently tell us that Greggs feels like a special

place to work – and we know that nurturing this ‘secret sauce’

makes us a stronger, better business.

OUR PEOPLE

![]()

35Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### LISTENING TO LISTENING TO

#### OUR COLLEAGUESOUR COLLEAGUES

Union relationships

We have longstanding national recognition agreements with the

Bakers Food and Allied Workers Union (BFAWU) and the Union of Shop,

Distributive and Allied Workers (USDAW) in Scotland. We hold regular

meetings with the unions covering a variety of topics including trading

performance, strategic initiatives and annual pay negotiations.

During 2025 we held regular meetings through:

•  The Greggs Negotiating Committee which is attended by

the General Secretary of the BFAWU, a colleague representative

from USDAW and union representatives

from across our business.

•  Our Retail Partnership Forum and our Supply Partnership Forum

which meet to discuss operational issues across our shops and

supply sites.

•  More locally, every retail region and supply site has a Joint

Consultative Committee, where we discuss matters which are

relevant to that region or site.

These forums give colleagues opportunities to raise issues, provide

feedback and contribute to shaping the future of our business.

Listening to our colleagues is key to ensuring that everyone feels valued. Throughout 2025, we’ve

listened to our colleagues in a variety of ways, from our Your Opinion Matters survey which is our

formal colleague engagement survey, through to structured forums and informal listening groups.

#### Your Opinion Matters survey

Our 2025 colleague engagement survey received

responses from over 28,000 colleagues,

representing 88% of our workforce.

We achieved an overall engagement score of 72%;

whilst this was 2% lower than 2024, we continue

to outperform the UK retail benchmark by 2%.

73%

of colleagues said

they feel proud to

work for Greggs

73%

said they would

recommend Greggs as

a great place to work

#### A voice in the boardroom

The Board regularly engages with our

colleagues through their attendance at a

variety of listening groups, union meetings

and colleague networks as well as through

shop and supply site visits. This covers a

variety of topics including diversity and

inclusion, colleague engagement,

training and development, and

colleague wellbeing.

Find out how the Board has engaged with

all stakeholders on pages 81 to 87.

![]()

36

OUR PEOPLE CONTINUED

#### NURTURING AN NURTURING AN

#### INCLUSIVE GREGGSINCLUSIVE GREGGS

Our ambition is to create a workplace where

everyone feels they belong. In 2025, we were

re-accredited for the National Equality

Standard, building on our first accreditation

in 2022. We work to embrace diversity across

Greggs to ensure we are truly inclusive.

Colleague inclusion networks

Our three colleague-led networks continue to strengthen their

reach and influence:

•  REACH (ethnicity)

•  ENABLE (disability and neurodiversity)

•   PRIDE  (LGBTQ+)

Each network is supported by two Operating Board sponsors and

plays an important part in shaping our diversity and inclusion

priorities, delivering awareness events, supporting colleague

training and providing safe spaces for colleagues from minority

communities and allies.

In June 2025, we held our second annual Inclusion Conference,

attended by over 50 colleagues from across Greggs. We

celebrated our achievements, shared insights via a colleague

panel discussion and welcomed one of our franchise partners to

share with us their inclusion journey.

Representation and targets

We are proud of our reputation for bringing the best talent

through the business regardless of gender, and the fact that

61.7% of our total workforce is female. Women make up almost

half of the total management population at Greggs and hold

43.5% of our senior management roles.

We have great female representation on our Board too and have

achieved the external FTSE Women Leaders target of 40% by

2025. Our Women’s Development Network, launched in 2018,

continues to grow. In 2025 we had 38 women from our graded

management population taking part in the programme. The

network provides a dedicated space for high-potential female

colleagues to focus on their personal and professional

development, while also building strong cross-functional

relationships that support long-term career growth.

We remain committed to increasing ethnic diversity in our

management population. By the end of 2027, we want people

from an ethnic minority background to make up 6% of our senior

management, defined as our Operating Board and those in

management positions reporting directly to them. We defined

this target after reviewing data from the most recent census for

the North East of England (where the majority of our senior

management roles are located), as well as data on the ethnic

diversity of the UK retail sector, and the ethnic diversity of our

talent pipeline. When we consider our current representation at

senior management level, and the potential vacancy

opportunities, we feel this target is stretching but appropriate.

![]()

37Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Pay gap reporting

In April 2025, our mean gender pay gap was 8.89% and our

median gender pay gap was 2.24%.

Like many similar organisations, our gender pay gap is a

consequence of having more male colleagues in our most senior

roles, continuing to have more female colleagues in our hourly-

paid retail roles, and having more male colleagues in our

hourly-paid roles in supply operations, where roles are often

accompanied by shift premiums.

In April 2025, our mean ethnicity pay gap was 2.67% and our

median ethnicity pay gap was 1.30%.

Our ethnicity pay gap shows the difference in the average hourly

rate of pay of colleagues from an ethnic minority background

compared to that of white colleagues.

We’ve published our ethnicity pay gap data since 2023 and we have

built further on this to include our disability pay gap in our 2025 Pay

Gap Report.

In April 2025, our mean disability pay gap was 3.00% and our

median disability pay gap was -0.35%.

We are proud to be sharing our disability pay gap for 2025,

demonstrating our commitment to diversity and inclusion

at Greggs.

Please see our 2025 Pay Gap Report for further information.

Female Male

Ethnically

diverse

Board  4  5  1

Senior managers

1

27  31 2

Senior managers

2

63  83  8

Other managers  342 349  53

All colleagues  20,672  12,535  6,656

1  Defined as Operating Board Directors plus senior managers directly

reporting into an Operating Board Director.

2  All senior managers.

Notes:

•  Headcount figures as at 27 December 2025. 61.7% of total workforce is

female (20,672, of 33,493).

•  As an inclusive organisation, we recognise all gender identities and understand

that not all our colleagues will identify as male or female. There are 286

colleagues whose gender is recorded as ‘Other’, ‘Unknown’ or ‘Undeclared’

hence the total figure of 33,493 is not the sum of the female and male totals.

#### Achieving greater diversity

We recognise that we need to continue to work

hard to achieve greater ethnic diversity in our

management population, and into the most senior

roles in the business. As we have outlined, we are

fully committed to this through ensuring diversity

across our Career Pathway programmes and

providing mentoring opportunities.

GENDER BREAKDOWN OF TOTAL WORKFORCE IN 2025

Female 20,672

61.7%

37.4%

Male 12,535

Other/unknown/undeclared (0.9%)

#### Creating opportunity

#### through Fresh Start

Our Fresh Start programme proactively offers training

and work experience to people transitioning into work

who we would not ordinarily meet, including care

leavers, people who have been unemployed for a long

time, or those leaving the armed services or prison.

We provide employability workshops, mentoring,

mock interviews, supported placements and –

most importantly – sustainable job opportunities

to candidates.

Since launching the programme in 2013, we have

placed 369 Fresh Start candidates in permanent roles

– 17 of whom have since moved into a shop manager

role and in 2025 we’re delighted that a colleague who

joined us through the Fresh Start programme has

been successfully promoted to trainee area manager.

369

candidates in

permanent roles

17

shop

manager roles

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38

Developing our people remains central to

Greggs long-term success. As our business

continues to grow, so does our

responsibility to ensure colleagues have

the skills, confidence and opportunities they

need to build a rewarding career with us.

In 2025, we strengthened our approach to learning and development

across retail, supply and our management populations, and we

introduced two advancements in how we support career progression

through launching our new Talent Management System and Greggs

Competency Framework. We expanded our apprenticeship offering

to include food technology, procurement, digital capability and

leadership, and more than 20 new apprentices joined Greggs in 2025.

Retail development

In retail, our Future Shop Leaders and Future Area Leaders

programmes remained core to this success, supporting

colleagues to develop the people, operational and leadership

skills essential for progressing into management roles.

These programmes continue to underpin our retail succession plans

and ensure we can meet the needs of an expanding shop estate.

During 2025 we promoted 808 team members to shift managers,

85 shift managers to shop managers, four shop managers were

promoted into trainee area manager roles, and ten trainee area

managers were promoted to area manager.

Supply development

Supply colleagues participated in:

•  Striving for Excellence – A structured leadership development

programme that equips managers and supervisors with the

essential skills to lead safely, effectively and confidently, while

supporting business performance.

•  Journey to Excellence – A practical, hands-on development

programme that gives Team Leaders the confidence, tools

and behaviours needed to lead teams effectively, drive

operational standards, and support colleague development

from day one.

In 2025, 265 managers and supervisors completed development

programmes built around coaching, safety, team leadership and

communication.

In addition, to support the introduction of more automation on

our sites, we have trained colleagues in the safe operation of

Material Handling Equipment, ensuring safety and high

operational standards as our sites evolve.

#### DEVELOPING DEVELOPING

#### OUR PEOPLE OUR PEOPLE

OUR PEOPLE CONTINUED

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39Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### Our management teams

Our Career Pathways and Core Management

programmes have supported more than 500

colleagues, focusing on leadership, problem solving,

people management and strategic thinking. These

programmes continue to play a vital role in preparing

our leaders for the demands of a growing multi-

channel business, while supporting the development

of confident, capable managers who can nurture

our culture.

808

team members

promoted

to shift manager

in 2025

85

shift managers

promoted to shop

managers

Strengthening talent management

A key focus for 2025 was the introduction of our new Talent

Management System, a major step forward in how we identify,

support and progress talent across our management and

support colleagues. This new system provides visibility of

potential, supports succession planning and ensures

development conversations are consistent and meaningful.

It forms an important part of our future approach to building

strong internal pipelines and supporting colleagues to grow

their careers with us. Alongside this, we launched the Greggs

Competency Framework, giving colleagues and managers a

shared, practical understanding of the behaviours and skills

that matter most at Greggs.

In 2026, the framework will be rolled out beyond our management

and support colleagues to all colleagues across retail and supply.

We will also be embedding it through our recruitment processes

and across performance, development and leadership

programmes, helping colleagues gain clarity on what great

looks like and supporting managers to give effective,

consistent feedback.

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40

Wellbeing at work helps people feel

supported, stay healthy and perform at their

very best. When colleagues thrive we know

this supports colleague engagement,

reduces absences, supports retention

and helps create a healthier and more

resilient workforce.

We have partnered with Mind to deliver Mental Health Champion

training to our Balanced You Advocates. We have a suite of digital

learning modules designed to support both colleagues and line

managers to recognise signs and symptoms of mental ill health,

support open conversations and signpost to the available

support, all of which is supported by our mental health policy.

In 2025, in partnership with our ENABLE colleague network and

our Balanced You Advocates, we developed a Wellbeing Menu,

providing a summary of the wide variety of support available to

colleagues covering physical, mental and emotional wellbeing.

We encourage managers and colleagues to use our Wellness

Action Plan to provide a practical and proactive way to support

mental health at work.

Following the successful launch of our menopause policy and

online learning modules, we continue to support colleagues

through our virtual menopause cafés, providing a space to

connect, share and learn.

In our ‘Your Opinion Matters’ survey, 80% of our colleagues told us

that they are aware of the mental health support provided by

Greggs and know how to access it. In addition, 80% of colleagues

said their manager supports their wellbeing.

#### SUPPORTING OUR COLLEAGUES’ SUPPORTING OUR COLLEAGUES’

#### HEALTH AND WELLBEINGHEALTH AND WELLBEING

#### The Hub

The Hub, which all colleagues can access

through Microsoft Teams, includes our very

own Greggs newsfeed. We also use The Hub

to celebrate events and share colleague

stories as part of our wellbeing and inclusion

activity. Colleagues can access our people

policies through the Hub, including our

family leave policies and wellbeing policies,

including mental health and menopause.

OUR PEOPLE CONTINUED

#### Balanced You

Our health and wellbeing strategy – which we call ‘Balanced You’ –

promotes information and activity across the four pillars of

wellbeing: physical, mental, social and financial. Our Balanced

You Steering Group includes representation from across the

business at a senior level and is sponsored by an Operating Board

Director. Our Balanced You Advocates support colleagues by

sharing information and arranging activities focused around the

four pillars of wellbeing.

At Greggs, we are committed to providing access to mental,

physical and financial wellbeing support. We provide a Total

Wellbeing App available to all colleagues which includes access to

a 24/7 helpline, virtual GP appointments, mental health support,

physiotherapy, financial and legal support, personal training,

nutritional consultations and cancer support.

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41Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### REWARDING OUR REWARDING OUR

#### COLLEAGUESCOLLEAGUES

As well as focusing on physical and mental

wellbeing, we support our colleagues’

financial wellbeing through providing a

competitive total reward package.

products. Through our Total Wellbeing App, colleagues can

access high street and supermarket discounts to support them

with their everyday costs. To help our people in retail with the

cost of living, we continue to offer our ‘Magic Bag’ scheme, giving

colleagues big discounts on any unsold product at the end of

each trading day.

Paying our colleagues fairly

Every year, to determine the annual pay award, we undertake

negotiations with the relevant trade unions representing those

colleagues covered by a collective bargaining agreement.

Following the successful conclusion of the resulting ballot, our

retail, supply and support teams receive a pay increase which

has typically been effective from January each year.

Through our collective bargaining agreement with our unions

(BFAWU and USDAW), which covers 97% of our workforce, we

settled our pay award this year and agreed to change the

implementation date of our pay award to April moving forward.

To support this transition, in 2026, the agreed pay award for our

teams will be implemented in two stages – stage one in January

2026 and stage two in April 2026.

We have agreed a total increase in 2026 of 50 pence per hour

on all our hourly rates of pay. This ensures that we continue to

protect the pay differentials between our hourly paid roles. For

our colleagues on our lower rates of pay such as retail team

members and production and warehouse operatives (over 21,000

colleagues) this was the equivalent of a 4% increase on their base

rate of pay and for our hourly paid retail shift managers, this was

the equivalent of a 3.8% increase on their base rate of pay. For all

our salaried colleagues, including our shop managers, we agreed

a 3.2% increase, again implemented in two stages.

We continue to pay breaks for our front line colleagues across the

business in both retail and supply, supporting their wellbeing. We

are proud to be one of the few employers that continues to provide

paid breaks.

We pay our retail and supply colleagues weekly, which helps them

with budgeting and managing their bills on a week-to-week basis.

We do not offer zero-hours contracts, and we regularly review

worked hours, increasing contracts for colleagues where they

have consistently worked above their contract base and wish to

increase their contractual hours.

Supporting our colleagues to save for their future

To support colleagues to save for their future, we increased our

matched contribution rates for our Greggs pension in 2024 to 6%

and we extended this further to 7% from January 2025, meaning

that all our colleagues can now access up to 7% employer

contributions. With our top up, colleagues can set aside the

equivalent of 14% of every pay packet, helping them to save

for retirement.

Ensuring colleagues share in our success

Each year, 10% of profits is shared with colleagues who have at

least six months’ service. We believe that rewarding colleagues

for their contribution and allowing them to share in the success

of the business is critical to support our growth.

During 2025, we provided the opportunity for colleagues to

participate in colleague share ownership schemes through a

Sharesave scheme, giving them the opportunity to purchase

shares at a 20% discount and save for three years. We also have

a Share Incentive Plan (SIP) which coincides with the payment

of profit share to provide colleagues with the option to invest in

Greggs. We are committed to increasing colleague participation

in our share plans to support retention and engagement. Across

these schemes we now have 5,740 participants, which

represents 23.8% of the eligible colleague population.

Helping our colleagues make their money go further

All colleagues can access their colleague discount through the

Greggs App. Over 80% of colleagues now access their discount in

this way, enjoying 50% off Greggs products and 25% off branded

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42

#### 85+ YEARS 85+ YEARS

#### OF DOING OF DOING

#### GOODGOOD

#### At Greggs, we have long believed that being a successful

#### business goes hand in hand with doing the right thing.

From our earliest days supporting local

communities in the North East, that

commitment has shaped how we operate,

how we work with our partners, and how

we serve our customers.

In 2021, we brought this ambition together

through The Greggs Pledge – a set of ten

commitments focused on the areas where

we believed we could make the greatest

positive difference. Over the five years

that followed, colleagues, suppliers and

partners across our business worked with

energy and purpose to turn those

commitments into action.

Together, we have helped to build stronger

and healthier communities, supported

people to make more balanced choices,

reduced the environmental impact of our

operations and raised standards across

our supply chain. In many areas, these

ways of working are now embedded in

how we do business every day; in others,

our learning has enabled us to raise our

ambitions further.

We have delivered against the majority

of our commitments and, where targets

were not fully met, we are proud of the

progress made.

SUSTAINABILITY REPORT

1. Growing Greggs Breakfast Clubs

We have supported over 1,000 school Breakfast Clubs

feeding 79,500 children every school day.

2. Putting an end to food waste

We create 25% less food waste than in 2018 and continue to work

towards 100% of surplus food going to those most in need.

3. Supporting our communities

We have 45 Greggs Outlet shops providing affordable food in

areas of greatest need, with a share of profits given to local

community organisations.

4. Helping our customers to make healthier choices

Over 30% of the items on our shelves are healthier choices.

#### THE GREGGS PLEDGE 2021-2025

Achieved

Partially achieved

Still to be achieved

#### STRONGER

#### HEALTHIER

#### COMMUNITIES

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ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

5. Going carbon-neutral

We are on our way to achieving carbon neutrality by using 97%

renewable electricity across all of our operations. 47% of the

gas we use in our operations is greener gas.

6. Building the shops of the future

34% of our shops feature elements from our Eco-Shop

‘shop-of-the-future’ design.

7. Using less packaging

100% of Greggs own brand packaging is now ‘more

easily recycled’\*.

\* excluding hot drinks cups

8. Embracing diversity

Our workforce reflects the communities we serve.

9. Sourcing sustainably

We have a robust, responsible sourcing strategy in place and

will report annually on progress towards our targets.

10. Protecting animal welfare

We secured and maintained Tier 2 in the BBFAW Animal

Welfare standard.

#### SAFER

#### PLANET

#### BETTER

#### BUSINESS

![]()

44

#### GREGGS GREGGS

#### PLEDGE PLEDGE

#### EVOLUTIONEVOLUTION

Over the past five years, we have worked hard to deliver against ten ambitious

commitments and are proud of the progress made. We have set seven strong new

targets to drive even greater impact over the next five years.

Our approach to ESG and sustainability has matured significantly, and with that

maturity comes greater ambition. Our new targets reflect this evolution and will

demand continued focus and effort in the years ahead. Some of the goals we set in

2021 have now been fully achieved. In these cases, the changes have become part

of our everyday operations – for example – all new packaging is designed to be

easily recyclable.

In other areas, we are challenging ourselves to go further. While food waste is an

unavoidable reality of operating a ‘daily fresh’ business, we believe there is still

more we can redistribute, and we remain committed to pushing for improvement.

Similarly, although we have made significant progress on farm animal welfare

within our supply chain, we know there is more we can – and must do.

What remains constant are our three core pillars: build stronger, healthier

communities, make our planet safer and strive to be a better business.

SUSTAINABILITY REPORT CONTINUED

#### By the end of 2030…

#### THE GREGGS PLEDGE

#### 2026 – END OF 2030

1. Supporting our communities

We will support 150 local organisations

to take action that strengthens

their communities.

2026 target: We will support 100 local

organisations to take action that strengthens

their communities.

2. Helping our customers

#### to make healthier choices

We will report on the healthiness of our sales

and set a target for further improvement.

2026 target: We will have developed a

methodology for measuring the healthiness

of our food sales.

3. Putting an end to food waste

We will build on our strong track record of

redistributing unsold food and commit to

increasing this to at least 50%.

2026 target: We will introduce a ‘Fighting

Food Waste’ performance metric into our

operational KPIs. We will continue to open

Greggs Outlets in line with our plan.

#### STRONGER

#### HEALTHIER

#### COMMUNITIES

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ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### By the end of 2030… By the end of 2030…

#### SAFER

#### PLANET

4. Going carbon-neutral

We will be net zero for our Scope 2

emissions whilst maintaining our trajectory

for all three Scopes by 2040.

2026 target: We will reduce Scope 2

emissions as per our net zero trajectory.

#### BETTER

#### BUSINESS

5. Embracing diversity

Through our inclusive talent attraction,

recruitment and development approach,

we will build a diverse talent pipeline

and increase diversity across our

leadership populations.

2026 target: We will have reported our 2025

disability pay gap, as part of our Pay Gap

Report, ahead of legislation.

6. Protecting animal welfare

Continue to improve our animal welfare

practices to ensure we remain in a

leadership position amongst our peers.

2026 target: We will maintain a Tier 2 rating

as evidenced in the next Business Benchmark

for Farm Animal Welfare (BBFAW) report.

7. Sourcing sustainably

We will advance our sustainable

procurement approach by improving our

EcoVadis score by 25%.

2026 target:

We will improve our Sustainable

Procurement EcoVadis score by 5%.

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4646

SUSTAINABILITY REPORT CONTINUED

#### TASK FORCE ON TASK FORCE ON

#### CLIMATE-RELATED CLIMATE-RELATED

#### FINANCIAL FINANCIAL

#### DISCLOSURESDISCLOSURES

Introduction

The Task Force on Climate-related Financial Disclosures (TCFD)

and other climate-related disclosures made in this TCFD Report

form part of the Company’s Annual Report and Accounts for the 52

weeks ended 27 December 2025 and are consistent with the TCFD

recommendations and recommended disclosures. The following

pages show our activity to date and our plans and expectations for

the future, as required under Listing Rule 6.6.6 (8) and as consistent

with The Companies (Strategic Report) (Climate-related Financial

Disclosure) Regulations 2022. We are fully compliant with the

Listing Rule and for the first time have disclosed Scope 3 emissions

for the year on which we are reporting.

Greggs has clear ambitions, as detailed in The Greggs Pledge, to

be a net zero business by 2040 across Scopes 1, 2 and 3, and to

actively support the British Retail Consortium’s (BRC’s) Climate

Action Roadmap. The individual targets within this overall

ambition and their timeframes are discussed in further detail in

the metrics and targets section below.

In 2022, we set near-term science-based emissions reduction

targets based on a 1.5°C pathway, which were approved by the

Science Based Targets initiative (SBTi). These targets are:

•  To reduce absolute Scope 1 and 2 greenhouse gas (GHG)

emissions by 46.2% by 2030 from a 2019 base year; and

•  To reduce absolute Scope 3 GHG emissions from purchased

goods and services by 46.2% within the same timeframe.

We have since repeated our Scope 3 emissions modelling, with

the Carbon Trust providing independent assurance. To support

our Scope 3 emissions reduction ambition, we continue to engage

with the suppliers of our most carbon-intensive ingredients, e.g.

meat and dairy products, to assess their alignment with our net

zero target date and their approach to emissions reduction. Our

key requests to suppliers were that they:

•  Demonstrate a public commitment to achieving net zero, by

no later than 2050; and

•  Measure and publicly report their Scope 1, 2 and 3 emissions.

Greggs understands the significance of climate change and that we must reduce

our own impact and take action to mitigate against climate risk. We believe that

improved governance and reporting across all industries and sectors will

contribute to the reduction of carbon emissions and assist in the transition to a

low-carbon future. This TCFD Report describes our actions during 2025 and

demonstrates how we continue to refine our transition activity.

![]()

Audit Committee

The Board

Operating Board

Risk Committee Sustainability Committee

Net Zero Steering Group

Sustainability Reporting

Steering Group

47Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

As part of our journey to address climate-related risks and

opportunities, we have continued to engage with our supply chain

partners, offering support and guidance to help them align with

our requirements. This collaborative approach is critical to

reducing emissions across our value chain.

Following this exercise, we identified a number of potential

initiatives to further reduce Scope 3 emissions, which we are

actively evaluating, including a review of opportunities to benefit

from regenerative agricultural practices as a means to reduce

emissions and enhance resilience.

During the year, we also completed the first phase of developing

our long-term nature strategy in partnership with external

consultants. This work has provided clear visibility of our

nature-related dependencies, impacts, risks and opportunities

(DIRO), forming a foundation for the next phase, which will be

delivered in 2026. This strategy will underpin our approach to

integrating nature considerations into climate-related decision-

making and disclosures.

We have modelled the physical risks to our internal supply chain

sites based on moderate (i.e. 1.5°C temperature increase by 2040)

and high (4.4°C temperature rise by 2100) level impacts of climate

change. Outputs from this exercise continue to be reviewed and

updated to ensure risks to operations are mitigated.

We have also assessed the transition risks and opportunities

based on three potential future scenarios:

•  A disorderly transition.

•  Societal shift.

•  Agricultural impact.

The assessed risks and opportunities were presented to the

Company’s Risk Committee. Further detail has been included in the

Risk management section of this Annual Report on pages 62 to 69.

In 2023, following our remuneration policy review, the

Remuneration Committee agreed to include ESG performance

targets in the long-term incentive awards made to Executive

Directors and senior management for the three-year remuneration

policy period following this review. The Remuneration Committee

conducts regular reviews of all targets to confirm their alignment

with future business objectives. Further details of these conditions

Our climate governance structure

are given in both the metrics and targets section of this TCFD

Report, the Directors’ Remuneration Report on pages 95 to 119 and

Note 23 to the Accounts.

Governance

Board oversight of climate-related risks

and opportunities

Our climate governance structure is set out below.

The Board has overall responsibility for climate-related risks and

opportunities – our approach to climate change is governed at

the highest level within our organisation.

The Board was updated on progress during the year on climate

change matters, and there was regular reporting on our reduction

activities related to our Scopes 1, 2 and 3 emissions footprint.

We continue to appraise climate risks and opportunities with our

senior management to ensure ongoing climate knowledge and

support for our transition. The Board receives updates at each

meeting via the Audit Committee within the scope of our routine

risk reporting.

The Board will continue to oversee the development and delivery

of our transition plan in the coming years.

Management’s role in assessing and managing climate-

related risks and opportunities.

Our Chief Executive is ultimately responsible for our

sustainability strategy, which includes climate-related risks and

opportunities. Strategic progress against relevant targets and

commitments is reported to the Board.

Our Risk Committee, chaired by our Company Secretary (the

membership of which includes all our Operating Board members

supported by key functional heads, including our Heads of

Business Assurance and Sustainability) is responsible for the

ongoing assessment of climate-related risks and mitigating

actions. The Risk Committee meets four times a year and climate

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48

SUSTAINABILITY REPORT CONTINUED

change is a standing agenda item. Outputs from the Risk

Committee are reported into the Company’s Audit Committee.

The Risk Committee Chair also provides an update to the Board

following each meeting on key activity and discussions.

We continue to include ‘failure to respond effectively to climate-

related impacts on our business’ as a strategic risk within our

strategic risk register. During 2025, we continued to review and

update our physical and transition risks and will do so on an

ongoing basis to ensure the appropriate level of focus is applied.

Our Sustainability Committee is responsible for the delivery of

our climate change strategy. Chaired by our Company Secretary,

the membership of this Committee includes key members of our

Operating Board and is supported by the Head of Sustainability,

the wider sustainability team and relevant subject matter experts

from across the business.

Our Net Zero Steering Group is responsible for identifying and

proposing relevant actions to reduce carbon emissions. Chaired

by our Commercial Director, membership of this steering group

includes Operating Board members as well as senior

representatives from our finance, sustainability and procurement

teams. This group continues to drive our decarbonisation plan.

Once proposals are agreed by the Sustainability Committee, they

are formally included in business plans as well as in the personal

objectives of relevant senior managers. This ensures a business-

wide focus on delivering the required activity.

The Sustainability Reporting Steering Group is responsible

for all sustainability reporting. This group is chaired by our

Head of Sustainability and includes members of our finance,

sustainability, risk and corporate communications teams. It will

continue to support the ongoing development of our net zero

transition strategy in 2026.

Strategy

Climate-related risks and opportunities and their impact

We continue to strengthen our understanding of material

climate-related risks and opportunities that could impact our

business over the short, medium and long term. These risks fall

into two categories: physical risks and transition risks.

•  Physical risks may affect our operations and value chain

through extreme weather events such as flooding or droughts,

acute and chronic temperature changes and rising sea levels.

•  Transition risks arise from the shift to a low-carbon economy

and could include changes in consumer preferences, climate-

related regulation (e.g., carbon taxes), renewable energy

availability and the adoption of carbon reduction technologies.

Climate change also presents opportunities to enhance business

resilience and efficiency, create products with a reduced

environmental impact for our customers and invest in innovative

carbon reduction technologies.

We consider a material climate-related risk to be one that could

significantly affect or threaten the resilience of our operations,

strategy, or financial planning if not managed appropriately,

based on our assessment of likelihood and impact. This approach

aligns with our broader risk management framework, detailed in

the Risk management section on pages 62 to 69.

We have categorised the potential impacts of climate risk and

associated time horizons as follows, and consider all severe and

major impacts to be material:

Financial impact ranges

Impact Financial range

Severe >£20 million

Major £10 million – £20 million

Moderate £5 million – £10 million

Minor £1 million – £5 million

Insignificant <£1 million

We plan to refine these definitions further as part of our

transition plan development.

In June, we opened our second Eco-Shop, a new-build

drive-thru, as part of our commitment under The Greggs

Pledge to achieve net zero by 2040. Located in

Winchester, this site builds on the success of our

first Eco-Shop and continues to act as a testbed for

sustainable design and operational practices.

The concept is designed to reduce carbon emissions

through energy efficiency, renewable integration and

low-impact materials. At this latest site, rooftop solar

panels generate renewable electricity, reducing reliance on

grid power and lowering Scope 2 emissions. Intelligent

lighting systems, daylight harvesting and heat pump

technology further optimise energy use, while heat

recovery systems help maintain a balanced shop

environment with minimal energy demand. Circular design

principles have also been embedded, with recycled

cladding, outdoor furniture, and flooring that can be reused

or recycled at end of life. Water-saving initiatives, including

rainwater harvesting and sensor-controlled taps, support

resource efficiency and reduce indirect emissions.

To measure impact, we have partnered with ZED-UK to

undertake thermal modelling, energy optimisation, and

carbon life cycle assessments. Early modelling suggests

this shop could achieve up to a 25% reduction in energy

consumption compared to a standard format, equating to

an estimated annual saving of 3–4 tonnes of CO

2

e. Insights

from this site are being used to inform future property

standards and accelerate the roll out of proven low-carbon

solutions across our estate, helping us move closer to our

net zero ambition.

#### ECO-SHOP 2

#### NOW OPEN

#### CASE STUDY

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Time horizons

Time period Years Reason

Short 2026–2027 In line with our strategic business plan

Medium 2028–2030 In line with our near-term science-

based targets

Long 2031 onwards Reflecting long-term climate scenarios

Progress and scenario analysis

In 2023, the Sustainability Reporting Steering Group and Net

Zero Steering Group worked with external advisers to

deepen our understanding of climate-related risks. In 2025,

we have continued to embed these risks into our ERM

framework (see Risk management section on page 64).

Physical risks

We have modelled physical risks to our manufacturing and

distribution sites, office locations, and a sample of shops

under two scenarios, chosen as being the most relevant and

plausible to the business:

•  Moderate 1.5°C temperature increase by 2040.

•  High 4.4°C temperature increase by 2100.

This analysis used a narrative-based mixed-method approach

which included a detailed analysis of data published in climate

science literature and government resources, an analysis of

publicly available physical risk tools and a statistical analysis

of raw climate data outputs from the UK Climate Projections

2018 data. This approach was adopted due to a lack of

downscaled data for all scenarios, model disagreement and

uncertainties, and the high-level nature of input data for the

supply chain. Current findings suggest limited material

financial impact from physical risks in the short to medium

term, due to geographic diversification. However, these risks

remain under active monitoring.

Flood risk has been assessed in detail for sites with

above-average exposure, and additional mitigations are

under review. Climate risk is also a key consideration for

new site development.

#### ACCELERATING LOW-CARBON LOGISTICS

In 2025, we accelerated our transition to lower-carbon

transport solutions, by expanding the use of HVO across our

logistics network.

HVO is now deployed across our Enfield, Clydesmill and

Manchester logistics sites, taking us close to our 2025 target

of 30% HVO usage in our fleet. This transition represents a

significant step forward and is already delivering an

estimated saving of 7,155 tonnes of CO

2

e. Building on this

progress, we are exploring opportunities to expand HVO

usage across our Leeds and Kettering logistics sites in 2026,

aiming, where viable, to support increased adoption and

further reduce emissions.

Complementing our fuel strategy, we continue to invest in

fleet efficiency. The deployment of double-deck trailers has

increased, and in 2025 we introduced 25 urban artics,

essentially a shorter, more manoeuvrable version of a

standard artic, enhancing load capacity and reducing the

number of journeys required.

These measures directly support our commitment to

operational efficiency and emissions reduction.

Additionally, the roll out of vehicle telematics is delivering

significant benefits. Real-time visibility and data-driven

insights are enabling us to optimise routing, improve driver

performance and enhance fuel efficiency. This technology

also strengthens safety compliance and underpins our

ability to make informed decisions that reduce

environmental impact.

#### CASE STUDY

#### 7,155 tonnes

CO

2

e savings delivered in 2025

28%

HVO usage achieved in 2025

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50

Transition risks

We assessed transition risks and opportunities under three

potential future scenarios:

•  A disorderly transition: Strong global legislative action

driving widespread carbon pricing.

•  Societal shift: Significant consumer move to low-carbon

diets and circular economy principles.

•  Agricultural impact: Global climate effects disrupting

supply chains through extreme weather and

temperature changes.

Climate-related risks, mitigations and opportunities

Our scenario analysis and embedded risk management

processes (see Risk management section on pages 62 to

69) have identified key risks and opportunities set out on

pages 51 to 53 which inform our strategic planning and

investment decisions. These include:

•  Risks: Regulatory changes, supply chain disruption and

increased input costs.

•  Opportunities: Low-carbon product innovation, energy

efficiency, and investment in renewable technologies.

#### CLIMATE ACCOUNTABILITY

#### ACROSS OUR SUPPLY CHAIN

Recognising that most of our emissions lie within our value

chain, we have set clear expectations for suppliers who

contribute most to this footprint. We ask these suppliers to

report on two key climate measures:

•  Publish their Scope 1, 2 and 3 emissions footprint.

•  Commit to a net zero target date of no later than 2050.

To support this, we have established the Supplier Climate

Working Group and continue to monitor progress through

engagement sessions and quarterly reporting. We also measure

the proportion of our Scope 3 emissions covered by suppliers

meeting these requirements.

In 2025, we completed supplier engagement days with oil and

fats suppliers. Reporting has now been extended to packaging,

suppliers who provide goods and services we use internally, and

capital expenditure suppliers who provide long-term assets like

equipment, supported by quarterly in-house Scope 3 reporting

for food, drink and packaging categories.

We are pleased to report strong progress against our targets:

•  4% above our stretch target for suppliers publicly reporting

Scope 1, 2 and 3 emissions.

•  9% above our stretch target for suppliers committing to net

zero by 2050.

#### CASE STUDY

SUSTAINABILITY REPORT CONTINUED

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51Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Risk overview Impact  Mitigation  Time horizon Nature of risk

Related

scenario

Financial

impact,

assuming

mitigation

action taken

The impact of extreme

weather events on our

own operations and that

of our value chain.

We have assessed our own manufacturing and

distribution sites and identified six locations

with a low to medium risk of riverine flooding.

We have also identified three sites where there

is a low to medium risk of exposure to spells of

extreme heat. In addition, we have identified one

site with a risk of longer-term surface flooding.

The geographical diversity of our operations is a key mitigation.

We are working closely with our insurers and risk management team

to identify and implement flood risk mitigation measures in sites where

risks have been identified.

We continue to work with our engineering teams to ensure that

cooling and refrigeration systems are maintained and remain able

to operate in the event of extreme heat.

Short,

medium

and long

term

Physical Moderate

and high

Minor

Our global supply chain presents a supply

risk in the event of more frequent extreme

weather events, in terms of product quality,

availability and price volatility.

Our procurement team consider climate-related impacts during their

routine processes when selecting new suppliers and working with

existing ones.

We work with our key suppliers to develop more climate-resilient

ingredients as well as reviewing our sourcing regions.

In addition, we continue to invest in sustainable agricultural practices.

Short,

medium

and long

term

Physical Low,

moderate

and high

Moderate

Acute and chronic

changes in temperature.

Higher temperatures can impact food safety and

quality, particularly for perishable items. This can

lead to increased spoilage and food waste,

affecting both our bottom line and our

sustainability goals. Changes in climate

patterns can affect agricultural yields,

impacting the availability and cost of key

ingredients such as wheat, dairy and meat.

To address this, we have implemented advanced cooling systems and

temperature monitoring technologies across our shops and warehouses.

These systems ensure that our products are stored at optimal

temperatures, reducing the risk of spoilage and maintaining food

safety standards.

We are working with our key suppliers to develop more climate-resilient

ingredients as well as reviewing our sourcing regions. In addition, we

continue to invest in sustainable agricultural practices.

Medium

to long

term

Physical Moderate

and high

Minor

Physical impact on our

retail estate as a result

of rising sea levels.

Coastal shops and supply routes are increasingly

at risk from rising sea levels, which can lead to

flooding and erosion. This poses a long-term

threat to our operations in these areas.

Longer-term review of shop locations and relocation as and

when appropriate.

Inclusion of flood risk assessment in new shop development process.

Long

term

Physical High Minor

Changes to climate-related

regulations, including

the introduction of

carbon taxes.

Higher production costs would need to be

offset or passed on to consumers, potentially

impacting the value proposition of our products

with higher carbon footprints.

We have a varied product range including a number of plant-based

products which offers choice for consumers looking for lower-priced or

lower-carbon products.

Medium

to long

term

Transition Disorderly

transition

Moderate

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52

SUSTAINABILITY REPORT CONTINUED

Risk overview Impact  Mitigation  Time horizon Nature of risk

Related

scenario

Financial

impact,

assuming

mitigation

action taken

The reliance on animal

protein in our products

increases the financial risk

in the event of an animal

protein or carbon tax. Profit

margin may be eroded as a

result of moving to

low-carbon products.

Increased ingredient costs and margin

pressure, with potential implications

for pricing, competitiveness, and supply

chain resilience.

Continued product development into vegetarian and plant-based protein

products. Ongoing engagement with suppliers to identify lower-impact

meat protein ingredients.

Medium

to long

term

Transition Disorderly

transition

Moderate

Failure to respond to

changes in consumer

behaviour, driven by a

rise in average national

temperatures and

leading to an increase

in the need for more

sustainable products.

Inability to meet significant increased

consumer demand for more sustainable

or weather-appropriate products may

lead to loss of sales and/or missed growth

opportunities as customers switch to

products that meet their needs.

We are already developing our range to offer vegetarian and plant-based

options. Our reputation for being a responsible business provides a solid

platform from which to communicate our message.

Medium

to long

term

Transition Societal

shift

Moderate

The ongoing availability

of sufficient amounts of

renewable energy as

demand increases.

The energy dependency of our shop and

supply chain operations may cause issues

in the event of energy rationing/energy

availability challenges.

We continue to focus on improving the energy efficiency of our

operations and monitoring developments in low-emission technologies.

We have invested in self-generation to cover base loads in our

supply sites.

Medium

to long

term

Transition Disorderly

transition

Moderate

Failure to adopt changes in

technologies designed to

support improvements in

relation to climate change

mitigation, carbon

reduction and

sustainability impacts.

The need to adopt new technologies

to reduce emissions and improve

sustainability can be costly

and complex.

Investment in energy-efficient equipment, renewable energy sources

and sustainable packaging solutions. To ease this transition, we are

investing in research and development, collaborating with technology

providers and piloting new technologies. This approach allows us to stay

at the forefront of technological advancements and ensure that we are

adopting the most effective solutions.

Our Eco-Shop allows us to trial the effectiveness of new technology

in shops.

Short to

medium

term

Transition Societal

shift

Moderate

Climate and carbon

management strategy

is poorly developed,

implemented or

communicated.

Our approach to climate change results

in an inability to attract new colleagues.

To attract new talent, we emphasise our commitment to sustainability,

which is integrated throughout the organisation and reflects our

proactive stance on tackling climate change. This commitment is

featured in our recruitment processes.

Medium

to long

term

Transition Disorderly

transition

and

Societal

shift

Minor

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53Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Risk overview Impact  Mitigation  Time horizon Nature of risk

Related

scenario

Financial

impact,

assuming

mitigation

action taken

Failure to deliver effective

implementation of

ESG strategy.

Failure to deliver an effective ESG

strategy results in damage to investor

relations and damage to reputation

resulting in erosion of brand.

The sustainability team conducts ongoing reviews of investor ESG ratings

to monitor performance and identify improvement opportunities.

We report against key ESG rating indices to maintain accountability

and demonstrate progress. To ensure alignment with customer

expectations, we run bi-annual insight surveys across our core and

wider food-on-the-go customer base, with findings presented to the

Sustainability Committee for strategic consideration and action.

Short,

medium

and long

term

Physical

and

Transition

All Minor

Opportunities

We have identified the following climate-related opportunities:

Consumer behaviours

•  We constantly review the market for changes in consumer

behaviour and have good insight into consumer trends which

allows us to be agile in our future product development.

•  Our reputation for offering great value and alternatives to

animal protein products puts us in a good place to evolve our

offer in line with demand.

•  Leading in sustainability can differentiate us from

competitors, enhancing brand value and customer loyalty. We

continue to show leadership in sustainability through visible

and impactful initiatives, helping to continue to build a strong

and loyal customer base.

Energy efficiency

•  Implementing energy-saving measures, such as energy-

efficient appliances, and renewable energy sources, can

further reduce operational costs and emissions.

•  We continue to monitor developments in technologies that

support improvements in efficiency.

Value chain resilience

•  Collaborating with suppliers to improve sustainability

practices, such as reducing emissions and enhancing

resource efficiency, can strengthen our supply chain and

reduce risk.

•  We continue to work closely with our key strategic suppliers to

identify potential improvement opportunities.

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54

Resilience

Although our scenario analysis will be repeated in future years,

we are continuing to discuss the issues already highlighted at the

highest levels of the organisation. For example, when examining the

results of our physical climate risk assessment, the outcomes have

pointed to climate risks in certain parts of the world where some of

our suppliers are based, such as Indonesia, Thailand and Brazil. As a

consequence of this, we continue to engage with suppliers in these

areas, to understand their adaptation/mitigation plans. We also

engage with investors through ESG briefings, customers via

sustainability campaigns, and employees through internal climate

awareness programmes.

The Transition Plan Taskforce (TPT) published guidance in 2023 on

how to develop credible and robust climate transition plans. We are

in the process of developing our transition plan, in line with the TPT

guidance. To date we have established a clear transition programme

for Scopes 1 and 2 and continue to review Scope 3 reduction

opportunities. We also continue to monitor the development

of the International Sustainability Standards Board disclosure

standards and their potential adoption by UK regulatory bodies.

Risk management

Identifying and assessing climate-related risks

We have an established risk process for the whole business, as

described in the Risk management section on pages 62 to 69.

Climate-related risks are integrated into our ERM process, so that

all our risks are identified, assessed and managed consistently.

Managing climate-related risks

Climate-related risk evaluation forms part of the Risk Committee’s

activity and is now included as a standing agenda item.

Integration of climate-related risks into overall

risk management

As above, we treat our climate-related risks in the same way as all

other risks and manage them in line with our ERM framework.

SUSTAINABILITY REPORT CONTINUED

Date award

granted Performance condition

% of award

subject to

this condition

Measurement

period

Vesting

date

May 2023 Based on the absolute reduction in Scope 1 and 2 emissions over the three-

year vesting period in line with the reductions required to meet our science-

based targets by 2035 from a 2022 base.

10% 2023-2025 May 2026

March 2024 A Scope 3 metric based on encouraging suppliers to improve public reporting

of their net zero commitments and to commit publicly to a net zero date.

10% 2024-2026 March 2027

March 2025 Based on the absolute reduction in Scope 1 and 2 emissions over the three-

year vesting period.

10% 2025-2027 March 2028

remuneration policy period following this review. Details of the

ESG condition for each award are given in the table above.

GHG emissions and the related risks

We report on our Scope 1 and 2 GHG emissions each year and

during the year we have updated our processes for collecting and

verifying our Scope 3 emissions data which has allowed us to

include the Scope 3 emissions for 2025 in the GHG data disclosed

at the end of this report. The detailed disclosures and methodology

can be found in the following section titled ‘Our carbon footprint’.

In 2024 we modelled our Scope 3 emissions for 2023 using the

GHG Protocol Corporate Standard, World Resources Institute

guidance for the land sector as the basis for our calculation. The

calculations were reviewed and verified by the Carbon Trust. Our

2023 TCFD Report contains more detail on the methodology that

we adopt for modelling Scope 3 emissions and how we apply it.

Targets used to manage climate-related risks and

opportunities and performance against targets

As part of our strategy to manage climate-related risks, we have

committed to becoming a net zero carbon business by 2040 in

line with the BRC Climate Action Roadmap:

•  Scope 2: Net zero by 2030.

•  Scope 1: Net zero by 2035.

•  Scope 3: Net zero by 2040.

As noted above we have also set science-based targets to give us

a clearly defined pathway to emissions reduction that is aligned

to climate science. The commitment to the BRC’s roadmap is a

By integrating climate-related risks into our overall risk

management framework, we ensure that they are appropriately

managed and mitigated. The Sustainability Reporting Steering

Group reviews these risks at least every six months and provides

updates to the Risk Committee, providing oversight of our climate

strategy. This approach ensures that we remain resilient and

responsive to the evolving climate landscape.

Metrics and targets

Metrics used to assess climate-related risks

and opportunities

We have reported on our Scope 1 and 2 GHG emissions in our

Annual Report each year since 2013 and have set out our

emissions reduction targets. We now report this data internally on

a monthly basis and in more granular detail which we use to

monitor performance against our reduction targets. In 2023 our

near-term science-based targets were approved by the SBTi. Our

environmental management system is certificated to ISO

14001:2015 and we disclose our emissions through the CDP.

We regularly report on the proportion of Scope 1 and 2 energy

which comes from renewable sources and set targets each year

that align with our science-based targets.

In 2023, following our remuneration policy review, the

Remuneration Committee agreed to include ESG performance

targets in the long-term incentive awards made to Executive

Directors and senior management for the three-year

![]()

55Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

more ambitious target – we always strive to achieve the more

stretching target.

In 2022, we set near-term science-based emissions reduction

targets based on a 1.5°C pathway which were approved by the

SBTi in 2023. These targets are:

•  To reduce absolute Scope 1 and 2 GHG emissions by 46.2% by

2030 from a 2019 base year; and

•  To reduce absolute Scope 3 GHG emissions from purchased

goods and services by 46.2% within the same timeframe.

Performance against these science-based targets is our primary

metric at present although we are introducing additional metrics

and targets. The data is presented in the Streamlined Energy and

Market-based Scopes 1 and 2 absolute emissions

2019 2020

2021 2022 2023 2024 2025

Actual emissions (tCO

2

e)

Science-based target (tCO

2

e)

Intensity metric (tCO

2

e per £m turnover)

Absolute emissions (tCO

2

e)

Intensity (tCO

2

e per £m turnover)

0

10,000

20,000

30,000

40,000

50,000

40

35

30

25

15

20

10

5

0

Carbon Reporting section below. Progress against the 2019

science-based target baseline for Scopes 1 and 2 is shown in the

graph to the left, along with the intensity measure.

We measure and report regularly on the proportion of Scope 1 and

2 energy that comes from renewable sources. Our targets for

2025 were that:

•  100% of the electricity that we buy comes from renewable

sources, which was achieved.

We have some shops where we are not responsible for

purchasing the electricity and in those situations we are

encouraging our landlords to change to renewable electricity.

•  60% of the gas we use is from renewable sources, an increase

from 30% in 2024.

Following our external audit, the verified figure for 2025

was 47.1%. While this fell short of our target, the variance

reflects updated supplier data rather than a change in our

operational approach.

•  We would trial HVO in our logistics fleet as an alternative to

diesel, supporting our target for 30% HVO usage.

During 2025, we introduced HVO at three logistics sites, going

beyond the scope of a single-depot trial. This expansion

contributed to meaningful emissions reductions and helped

mitigate the impact of the shortfall in renewable gas.

We continue to report Scope 1 and 2 footprints in our monthly

reporting pack and, on a quarterly basis, we review the proportion

of suppliers meeting our public reporting target. This ensures our

senior management has ongoing visibility of the delivery of our

reduction strategy.

Long-term incentive awards made to Executive Directors and senior

management included ESG performance targets as noted on the

previous page.

In 2026 we will continue to consider and develop quantitative

metrics and targets for material climate-related risks and

opportunities and incorporate these into our business plan.

Next steps for Greggs

In 2026 we will continue to deliver reductions in line with our

science-based emissions reduction targets for our Scope 1 and 2

emissions while also delivering the third year of our supplier

engagement programme to support our Scope 3 emissions

reduction. We will review our scenario analysis process to

ensure we identify any additional physical or transition risks or

opportunities. In addition, we will continue the development

of our net zero transition plan, in line with the TPT framework

and guidance.

Our carbon footprint

We disclose our GHG emissions through CDP. We continue to

drive efficiencies to further reduce our carbon footprint as we

work towards our net zero ambition. In 2025, we reduced our

gross location-based intensity (tonnes per £million turnover)

impact by 15.6% (compared to 2024, or 51.3% compared to 2019).

Our market-based carbon footprint for the 2025 financial year

was 38,567 tonnes of carbon dioxide and equivalent gases (CO

2

e)

(2024: 41,710 tonnes of CO

2

e), with an intensity of 17.93 tonnes of

CO

2

e per £million turnover (2024: 20.71 tonnes of CO

2

e per

£million turnover), which reflects our efforts in generating and

purchasing low-carbon energy.

Global GHG emissions data

In line with the Companies Act 2006 (Strategic Report and

Directors Report) Regulations 2013, we are reporting our GHG

emissions as part of our annual Strategic Report. Our GHG

reporting year is the same as our financial year, from 29 December

2024 to 27 December 2025. We have reported on all the emission

sources which we deem ourselves to be responsible for, as

required under those Regulations. These sources fall within our

operational control and financial boundaries and include

emissions from manufacturing, retail and distribution sites and

the operation of our distribution fleet, all of which are wholly based

in the UK. We do not have responsibility for any emission sources

that are outside of our operational control. The methodology used

to calculate our emissions is based on the GHG Protocol Corporate

13.4%

2025 reduction in gross

market-based intensity impact

(tonnes CO

2

e per £m turnover)

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56

SUSTAINABILITY REPORT CONTINUED

Accounting and Reporting Standard, Defra Environmental

Reporting Guidelines and ISO 14064-3: 2019 – Greenhouse gases

Part 3 – Specification with guidance for the verification and

validation of GHG statements.

Dual emissions reporting

Overall emissions have been presented to reflect location

and market-based methodologies, affecting both Scope 1 and

Scope 2 emissions.

Streamlined Energy and Carbon Reporting

In line with Streamlined Energy and Carbon Reporting

requirements, we have also reported on the underlying energy used

to calculate our GHG emissions.

Where original data was provided in litres of diesel, gas oil or petrol it

has been converted to kWh. The reporting boundary has been

determined by operational control, whereby all emissions have been

included within scope, i.e. Scope 1 and Scope 2.

Energy efficiency initiatives

Greggs is committed to reducing the energy consumption and the

carbon impact from its operations. We have set our target of net

zero carbon emissions across the organisation by 2040 and have

put in place a plan aligned to the BRC’s Climate Action Roadmap.

We have moved to renewable electricity sources across

approximately 97% of our estate. In 2025 we maintained the use of

biogas as a replacement for natural gas at 47.1% (2024: 60%). This is

covered by Renewable Gas Guarantee of Origin certificates. As the

GHG Protocol does not recognise any differentiation between

natural gas and biogas, the data reported in the table below makes

no allowance for this. Using the UK Environmental Reporting

Guidelines rather than the GHG Protocol would result in a reduction

in Scope 1 emissions of 4,480 tonnes of CO

2

e (2024: 5,845 tonnes of

CO

2

e), using market-based emissions calculations. We have rolled

out energy efficient selectors into a significant number of shops,

reducing our Scope 1 emissions due to refrigeration to 4,239 tonnes

of CO

2

e (2024: 5,536 tonnes of CO

2

e), a 23.4% improvement. We

continue to investigate other renewable energy sources for our

remaining Scope 1 emissions.

#### GHG emissions

Location-based (tCO

2

e)

Market-based (tCO

2

e)

UK underlying energy consumption (kWh)

Emission source 2025 2024 2019 2025 2024 2019 2025 2024 2019

Scope 1  Combustion of fuel and operation of facilities,

including refrigerants 34,014  37,708  38,668 34,014 37,708  38,668 157,861,066 151,398,269  141,717,583

Scope 2  Electricity purchased for own use (including

photovoltaic-generated and green tariff) 52,441 58,237  57,294 4,553  4,002  2,909 297,319,431 281,789,412  224,154,292

Total Scopes 1 and 2 CO

2

e emissions 86,455 95,945  95,962 38,567 41,710  41,577 455,180,497 433,187,681  365,871,875

Scopes 1 and 2 intensity measure Tonnes of CO

2

e per £m turnover  40.19 47.63  82.54 17.93 20.71  35.76

Percentage change year-on-year  (15.62%) (13.42%)

Scope 3 CO

2

e emissions 880,091 913,769  522,453 880,091 913,769  522,453

We have been awarded the Carbon Trust Route to Net Zero Standard in recognition of our work on carbon efficiency and reduction, and our environmental management system is certificated to ISO 14001:2015.

In addition, we disclose our GHG emissions through CDP.

In 2025 we measured both our 2025 and 2024 value chain

emissions with the Carbon Trust and found that Scope 3 emissions

account for 95.8% (2024: 95.6%) of all market-based emissions with

emissions from Scope 3 purchased goods and services (products)

having the biggest impact. We have set near-term company-wide

emissions reduction targets in line with climate science which

have been approved by the SBTi.

We continue to focus our internal teams on energy efficiency and

carbon reduction programmes. Since the opening of our first

Eco-Shop in 2022, 34% of our overall estate now has Eco-Shop

initiatives in place. We continue to replace high Global Warming

Potential (GWP) refrigerants in refrigeration and air conditioning

systems with lower GWP refrigerants, and all new refrigeration

equipment uses low GWP refrigeration gas as a specification

requirement. We have successfully trialled electric refrigeration

units on our delivery fleet, replacing diesel powered refrigeration

and we continue to replace existing units with this technology.

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57Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

FINANCIAL REVIEW

2025

£m

2024

£m Variance

Revenue 2,151.2 2,014.4 +6.8%

Underlying operating profit 187.5 195.3 -4.0%

Finance income 1.8 8.1 -77.8%

Finance expense (17.4) (13.6) +27.9%

Underlying profit before tax 171.9 189.8 -9.4%

Cost of prior year VAT correction (4.5) –

Exceptional income – 14.1

Profit before tax 167.4 203.9 -17.9%

Income tax (45.2) (50.5) -10.5%

Profit after tax 122.2 153.4 -20.3%

Underlying diluted earnings

per share 122.8p 137.5p -10.7%

Underlying return on capital

employed 16.0% 20.3%

Sales

Total Group sales for the 52 weeks ended 27 December 2025 grew

by 6.8% to £2,151 million (2024: £2,014 million). Growth was

delivered through both new shop openings and like-for-like sales

growth in existing shops. Company-managed like-for-like sales

grew by 2.4% in the year, whilst like-for-like ‘system sales’ in

franchised units rose by 4.3%. Total Group revenue reflects sales

from company-managed shops, which include delivery sales, and

sales through the business-to-business channel to our franchise

and grocery retail partners.

Reporting like-for-like sales (sales in shops with more than one

calendar year’s trading history) is a key alternative performance

measure for Greggs, as it shows underlying sales performance

excluding the impact of new shop openings and closures. In 2025

like-for-like sales growth was limited by challenging market

conditions and particularly impacted by prolonged high

temperatures experienced in June and July. The performance of

shops managed by franchise partners proved more resilient to

market conditions, being primarily focused on roadside locations.

Despite challenging market conditions in

2025, Greggs delivered further sales

growth through new shop openings, the

development of further partnerships that

improve access to the brand and continued

progress in the evening daypart and

delivery channel. Subdued consumer

confidence impacted trading but the

Company’s growth strategy remains intact,

with work progressing to develop

additional income streams and accelerate

cost efficiencies. This, along with the

leveraging of new logistics capacity, will

support the medium-term plan to restore

returns in line with our historic targets.

Richard Hutton

Chief Financial Officer

#### FINANCIAL FINANCIAL

#### REVIEWREVIEW

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58

FINANCIAL REVIEW CONTINUED

Investment and returns

2025 was the peak year of our investment in capital expenditure

as we developed the logistics infrastructure that will support the

next phase of growth. When complete, we will have the logistics

capacity to support a network of 3,500 shops in the medium term

and the flexibility to extend this further if appropriate.

As we have previously guided, the development and

commissioning of these sites will bring additional operating and

financing costs in the short term, which will subsequently be

leveraged as the new facilities allow us to open further profitable

new shops.

Greggs targets a ROCE of around 20% and this remains one of our

key objectives. The impact of our investments on margin and

capital employed remains in line with our plans but the operating

conditions in the market at present have presented an additional

headwind. In 2025 underlying ROCE was 16.0%, reflecting this

headwind and the planned increase in capital employed (2024:

20.3% underlying). The ratio will reduce further in 2026 as the

costs, including the impact of the increase in employer’s National

Insurance contributions from April 2025, and rising costs of food

and packaging. Energy costs marginally increased and our shop

occupancy cost ratio (shop costs such as rent, rates and service

charges as a percentage of sales) was stable.

Looking forward we expect like-for-like costs to be less

inflationary in 2026, with overall input cost inflation of around 3%.

Employment cost inflation will again be the biggest driver of

higher costs, but at a lower level than seen in recent years,

reflecting changes to the National Living Wage. We currently

have good levels of forward cover for commodity costs, with

100% of our electricity requirements fixed for the year and

forward purchase agreements in place representing circa four

months of our food and packaging needs.

Offering great value to customers is key to our strategic purpose,

and we leverage our scale and vertical integration to keep costs

low. We have a rolling programme of cost-saving initiatives with

the aim of mitigating as much cost pressure as possible and in

2025 this delivered £13.0 million of savings (2024: £10.6 million).

Through the programme we look to leverage the benefits of our

vertical integration in manufacturing and logistics operations,

completing end-to-end process reviews to optimise the way that

we procure and utilise resources. The strength of our financial

covenant, coupled with our scale, helps us secure the best

possible procurement rates.

To the extent that we cannot mitigate cost inflation through

savings, we recover it through careful pricing activity, whilst

ensuring that we protect our reputation for offering great value,

great quality products. We continually compare our prices with

the market across a range of products and ensure that our

relative price proposition remains strong, and at a strong

discount compared to other food-to-go specialists. Our prices

are comparable to the grocery sector, however, our food and

drink offering is freshly prepared in shops each day. Our analysis

of Greggs prices against the market demonstrates that this value

position has been maintained and improved through the cycle of

cost inflation seen in the market over recent years.

Profit for the year

Underlying operating profit (profit before net finance charges,

exceptional items and tax) was £187.5 million in 2025 (2024:

£195.3 million) and underlying profit before tax (profit before

exceptional items and tax) was £171.9 million (2024: £189.8

million). Underlying operating profit margin was 8.7% in 2025

(2024: 9.7%). After exceptional items profit before taxation was

£167.4 million in 2025 (2024: £203.9 million after exceptional

income). The year-on-year profit position reflected challenging

market conditions, compounded by the spell of particularly hot

weather that had a material impact on footfall and consumer

behaviour. Profit before tax included the one-off impact of

accounting for £4.5 million related to previous years’ VAT costs.

The net exceptional gain of £14.1 million in 2024 primarily related

to the sale of a legacy supply chain site.

The business experienced overall like-for-like cost inflation of

around 5.5% in 2025. This was primarily driven by employment

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59Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

We expect the effective tax rate for 2026 to be around 26.0% and

going forward the effective rate is expected to remain around one

percentage point above the headline corporation tax rate. This is

principally explained by expenditure for which no tax relief is

available, as outlined above.

Earnings per share, cash inflow per share and dividend

Underlying diluted earnings per share in 2025 were 122.8 pence

(2024: 137.5 pence per share). Including exceptional items diluted

earnings per share were 119.3 pence (2024: 149.6 pence per share

including net exceptional income). Diluted operating cash inflow

per share grew by 4.6% in 2025 to 267.1 pence (2024: 255.4 pence).

The Board recommends a final ordinary dividend of 50.0 pence

per share (2024: 50.0 pence per share). Together with the interim

dividend of 19.0 pence per share (2024: 19.0 pence per share) paid

in October 2025, this makes a total ordinary dividend for the year

of 69.0 pence per share (2024: 69.0 pence per share). The Board

recommends maintaining the ordinary dividend through this

investment phase, before returning to an ordinary dividend that is

Taxation

The Group has a simple corporate structure, carries out its

business entirely in the UK and all taxes are paid here.

We aim to act with integrity and transparency in respect

of our taxation obligations.

The Group’s overall effective tax rate on profit in 2025, including

the impact of exceptional items, was 27.0% (2024: 24.8%) whilst

the underlying effective rate for the year was 26.8% (2024:

25.7%). The headline rate for the year was 25.0% (2024: 25.0%).

The overall effective tax rate was higher than the headline rate

due to expenditure for which no tax relief is available, such as

depreciation on properties acquired before the introduction of

structures and buildings tax allowances, and acquisition costs

relating to new shops, as well as the reduction in the Company’s

share price during the year, which results in a lower deduction

available on share option exercises.

new distribution facilities in Derby and Kettering are brought into

use. Thereafter we expect ROCE to stabilise in 2027 before

recovering from 2028 onwards, driven by:

•  Our shop opening programme, adding attractive new locations

with strong returns that utilise the capacity we are creating to

reach customers more frequently.

•  Continued relocation of a proportion of our traditional shop

estate to stronger locations, improving their returns on capital.

•  A disciplined approach to capital allocation with a material

reduction in the Company’s requirement for capital

expenditure, starting in 2026 as discussed below.

•  Further structural cost efficiency opportunities increasing

productivity.

•  Wider market performance and the generation of additional

income streams as we capitalise on the appeal of the

Company’s brand, infrastructure and products.

This activity is designed to recover the Company’s ROCE toward

the 20% target. The pace of this will clearly be affected by market

conditions but we believe that Greggs is well placed to weather

the short-term pressures whilst also benefiting as the consumer

environment improves.

Financing charges

We earned £1.8 million (2024: £8.1 million) of finance income on

cash deposits during the year as we deployed cash to support our

investment in logistics capacity, and incurred finance expenses

of £18.1 million (2024: £13.6 million) which comprised £16.7 million

(2024: £13.0 million) in respect of the IFRS 16 interest charge on

lease liabilities and an aggregate £1.4 million (2024: £0.6 million)

of charges under the Company’s revolving credit facility (RCF),

interest on the defined benefit pension liability, foreign exchange

losses and a provision of £0.7 million in respect of interest

payable on the historic sales tax correction.

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60

Depreciation and amortisation on property, plant and equipment

and intangibles in the year was £95.4 million (2024: £80.8 million).

A further £65.2 million (2024: £59.2 million) of depreciation was

charged in respect of right-of-use assets on capitalised leases.

2025 was the peak year of our capital investment programme

and, as previously communicated, expenditure will reduce

materially from this point. Our shop opening and relocation plans

mean that we will invest in circa 135 new company-managed

shops in 2026 and refurbish around 45 existing company-

managed shops. In our retail estate we continue to target a 25%

cash return on investment on new shops and typically exceed this

level after two to three years as shops mature. Our acquisition

strategy is targeting shops that have higher than average sales

and returns and, being mainly in new catchments, do not impact

on the sales of other shops in the estate.

Overall, we expect capital expenditure in 2026 to be around

£200 million in line with previous guidance. From 2027 onwards

we currently expect capital expenditure to reduce further to a

range of £150-170 million. At these levels the Company’s strong

operating cash generation creates material capacity for

cash returns.

Working capital

We ended the year with Group net current liabilities of

£151.8 million (2024: £67.3 million) as our cash and cash

equivalents balance was deployed in line with our capital

investment plans. The stock balance was stable and debtor levels

increased primarily due to sales growth. The net current liabilities

position reflects supplier funding as we receive payment from

company-managed shop customers ahead of paying suppliers on

standard terms.

Pension scheme

The Company’s closed defined benefit pension scheme has a

bulk annuity ‘buy-in’ policy with Aviva, which provides regular

payments to the scheme Trustee to fund pension payments.

covered two times by underlying diluted earnings per share. This

is in line with our progressive ordinary dividend policy, which aims

to increase the dividend in line with growth in underlying earnings

per share.

Subject to the approval of shareholders at the AGM, the final

ordinary dividend will be paid on 29 May 2026 to shareholders on

the register at 1 May 2026.

Balance sheet

Capital expenditure

We invested a total of £287.5 million in capital expenditure during

2025 (2024: £249.0 million). Retail estate expenditure was lower

year-on-year due to a reduction in the number of company-

managed shop openings, relocations and refurbishments. Supply

chain capital expenditure increased as we purchased the land for

our chilled and ambient National Distribution Centre in Kettering

and progressed the build of that site, whilst also continuing the

fit-out of our new frozen National Distribution Centre in Derby. IT

investment increased as we progressed the upgrading of our ERP

system to SAP S/4HANA.

FINANCIAL REVIEW CONTINUED

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61Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Our approach to capital allocation can be described as a series

of priorities:

1.  Invest to adequately maintain the business in order to

support its continued success. In normal circumstances we

expect maintenance capital expenditure to be around 5% of

revenue. The level of maintenance capital expenditure will

reduce following the significant investment in the new sites in

Derby and Kettering.

2.  Maintain a strong balance sheet. Reflecting the inherent

gearing in the Group’s leaseholds and working capital we aim,

in normal circumstances, to maintain a year-end net cash

position of circa 3% of revenue in order to allow for seasonality

in the working capital cycle and to protect the interests of

all creditors.

3.  Deliver an attractive ordinary dividend to shareholders. We

continue to target a progressive ordinary dividend, normally

around two times covered by underlying profit after taxation.

4.  Selectively invest to grow. We will continue to invest in

opportunities that deliver attractive returns, including the

expansion of our estate and to support the generation of

additional income streams where relevant.

5.  Return surplus cash to shareholders. Where net cash on the

balance sheet exceeds our minimum requirement, taking into

account that reserved for growth investments, we expect to

return cash to shareholders by way of either special dividends

or share buybacks.

Looking forward

The significant investments we are making to support further

profitable growth create short-term ROCE and margin headwinds

as we bring important new sites into our supply chain in a period

where underlying trading has seen pressure from market

operating conditions. Our investment in additional capacity will

enable Greggs to realise the medium-term opportunity to grow its

estate and expand into new channels, whilst also progressing

opportunities to develop additional income streams and

accelerate structural cost savings. In doing so, we remain

focused on driving strong returns on capital, with consequential

benefits for all our stakeholders.

Richard Hutton

Chief Financial Officer

3 March 2026

This significantly reduces the Company’s exposure to the funding

risks associated with its defined benefit pension liabilities. As a

result, the scheme is in a net liability position of £0.3 million

(2024: £0.4 million net liability), reflecting the largely derisked

position that it now benefits from.

Cash flow and capital structure

The net cash inflow from operating activities after lease

payments in the year was £273.7 million (2024: £261.9 million).

The strength of cash generation reflected the growth in cash

profits, excluding non-cash depreciation and amortisation

charges. At the end of the year the Group had net cash and cash

equivalents of £45.8 million (2024: £125.3 million), representing

£70.8 million of cash and cash equivalents, offset by £25 million

drawn on the Company’s RCF.

Our RCF is committed until June 2028, with a further one-year

extension option. The facility provides liquidity of £100 million in

committed funds. Taking this into account, total available liquidity

at the end of 2025 was £145.8 million (2024: £225.3 million).

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62

RISK MANAGEMENT

#### OUR APPROACH TO OUR APPROACH TO

#### RISK MANAGEMENTRISK MANAGEMENT

Effective risk management is a key part of our

strategic thinking and supports our business

operations in the delivery of our objectives.

Having a robust risk management process

in place also helps the Board to comply with

its obligations as set out in the UK Corporate

Governance Code 2024 (the ‘Code’).

Risk management and internal control

Risk management is a key step in our business processes,

supporting our decision making and the delivery of our strategy.

Risks cannot be avoided, but good risk management ensures that

they are mitigated to an acceptable level, in line with our agreed risk

appetite. Managing our risks helps us to protect our colleagues,

ourcustomers and our reputation.

Our risk management approach

Our core risk management process remains consistent with prior

years – this is now well established and embedded. There have

been no significant changes, though we do continue to develop

and improve our framework.

Identify: Risks are identified from both ‘top-down’ and ‘bottom-

up’ by the groups set out on page 63. We hold workshops with the

relevant teams to record and update risks at a functional level.

More significant risks are recorded in our strategic risk register

and are the responsibility of the Risk Committee. New and

emerging risks are considered at least quarterly.

Assess: We describe each risk in our registers and allocate an

owner. We record the key controls for each risk and assess their

effectiveness. The likelihood and impact of each risk arising is

then determined, both before and after the introduction of

mitigating controls. Each of our functional heads is responsible

for their own risk register, which is produced in a manner

consistent with the strategic register. Functional risk registers

are reviewed at least twice per year.

Respond: Each risk owner is responsible for ensuring that

appropriate mitigating controls remain in place, as well as

identifying actions to further mitigate risk where necessary

(for example, if the risk is outside our appetite level).

Monitor and report: The Risk Committee (all members of our

Operating Board plus key heads of business functions) meets at

least quarterly. We conduct a formal review of our key strategic

risks at least twice a year, with input and update from each of the

risk owners. Our business assurance team provides support to

the process and also provides an independent opinion on the

effectiveness of controls within the internal audit programme.

Anupdate on the risk process is provided to each Audit

Committee meeting, with an annual update to the Board.

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63Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Roles and responsibilities

The various roles within the risk management process are set out below:

Role Key activities/responsibilities

Direction and

oversight

The Board

•  Confirms the effectiveness of our material controls in line with Code requirements.

•  Ultimately accountable for ensuring that risks are identified and appropriately managed.

•  Approves the risk appetite and other policies.

•  Provides oversight of assurance for risk management.

•  Ensures an appropriate risk culture is embedded through the ‘tone at the top’.

Audit

Committee

•  Monitors the Greggs risk management and internal control approach and undertakes

a review of its effectiveness on behalf of the Board.

•  Challenges the principal risks disclosure.

Ownership and

monitoring

Risk

Committee

•  Undertakes proactive risk management reviews and ensures risk mitigation measures

are put in place to manage significant risks appropriately.

•  Reviews current risks and controls and the need for additional actions.

•  Agrees and monitors actions to mitigate risks.

•  Discusses new and emerging risks.

•  Makes decisions on business cases for additional risk treatment options.

Operating

Board

•  Owns and manages significant risks, which are reviewed and validated bi-annually.

•  Escalates any functional risks.

•  Identifies risks which may prevent the achievement of objectives.

Day-to-day

risk

management

Risk and

process

owners

•  Responsible for managing any assigned risks. This will include:

– Ensuring that risks are assessed on a regular basis and within Greggs risk appetite.

– Putting in place adequate levels of controls.

– Enhancing controls where required.

•  Ensures compliance with policies and procedures.

Assurance  Risk

Management

Team

•  Responsible for the overall risk management framework and proposing amendments/

developments to the Risk Committee.

•  Manages the corporate risk register.

•  Provides support to Greggs business areas and individual risk owners to enable them

toeffectively manage risks.

•  Reviews information provided by the risk owners.

Independent

overview

Internal Audit

Team

•  Provides independent assurance on the effectiveness of risk management and

internal controls.

•  Challenges current risk management practices to confirm their adequacy.

Developments in 2025

The Risk Committee met four times during the year. The focus of

meetings outside standing agenda items has been on material

controls and contingency plans for business-critical activities.

Wehave continued to include break-out sessions to allow an

opportunity for focused debate and discussion.

Our one page ‘risk dashboard’ developed last year remains a key

part of our risk communication process. As well as providing

amonthly summary of key issues to the Operating Board, the

content is now also shared with the heads of function via our

dedicated SharePoint site and presented to the Board via the

Company Secretary’s report.

Having conducted an externally-facilitated fraud risk review last

year, the output is now reviewed by the relevant risk owners in

line with all other risks. However, we also considered broader

fraud risk as the breakout topic in our October Risk Committee

meeting. Existing fraud risks were considered by the Committee,

to identify any omissions. Our fraud risk assessment policy and

procedure will continue to be subject to informal review until the

next formal review takes place in January 2027.

As part of our climate-related risk discussions, we identified a

number of opportunities linked to our management of climate

risks. A small working group was set up to consider whether the

recording of such opportunities should form part of our standard

risk management approach. At this stage, it was agreed that

opportunity recording should remain limited to climate risks. We

will consider a wider roll out in time, if there is a demonstrable

benefit to doing so.

Our ERM policy and procedure have been reviewed and updated

to reflect the above changes. Both documents have been

reviewed and approved by the Risk Committee at its January

meeting, in line with our normal governance process.

64

RISK MANAGEMENT CONTINUED

Although we continue to refine our methodology, we are

confident that the process in place during 2025 was sufficiently

robust to ensure that our risks were being appropriately managed.

Having defined our risk appetite for the first time in 2024, we have

made changes to our methodology in 2025, to make the model a

better fit to the business. Our original appetite was measured on

a five-point scale. However, this proved to be inconsistent with

how the ERM framework operates in practice. Following further

consultation, we have agreed a change to a three-point scale.

We have also amended our risk assessment heat map to a

three-point scale for consistency.

We have maintained a ‘low’ overall risk appetite, driven by a strong

commitment to safety, compliance and long-term sustainability.

Although we allocated a separate risk appetite to each of our risk

types, a rating of ‘low’ was agreed for all ten.

Material controls

Identifying and documenting our material risks and associated

controls has been a key area of focus for us this year, and this has

been included on the agenda at all of our Risk Committee and

Audit Committee meetings.

For each material control, we have identified and documented

our assurance sources, along with relevant evidence of the

control being operational. Our business assurance team has then

audited the stated sources of evidence to assess compliance at

the end of 2025. The Audit Committee has confirmed that it is

satisfied with the level of assurance provided.

The Audit Committee will receive bi-annual updates on our

material controls during 2026. This will ensure that the Board is

able to comply with the requirements of the Code at the end of

the current financial year, and confirm the effectiveness of the

material controls.

Climate risks

Our climate-related risks are integrated within our risk

management process and are captured within our strategic and

functional registers. Our Sustainability Reporting Steering Group

has responsibility for ensuring that risks and opportunities are

considered and recorded in a consistent way. Further details can

be found in our TCFD Report on pages 46 to 56.

We remain of the view that our strategic risk of ‘a failure to

effectively respond to climate-related impacts on our business’

does not constitute a principal risk within the time horizon of our

current plans.

Emerging risks

We formally review and discuss any emerging risks as part of our

quarterly Risk Committee’s rolling agenda. Many of these risks are

identified during ongoing discussions across the business. This

helps to anticipate and prepare for any changes.

Various sources of information are used to ensure this is as

complete as possible, including:

•  Horizon scanning by subject matter experts throughout the

business, with issues identified being recorded in our monthly

risk dashboard for consideration by the Operating Board;

•  Engaging with senior colleagues in the business to discuss any

areas of concern within their remit;

•  Monitoring customer and consumer trends both internally and

externally; and

•  Taking input from our advisers and other specialists with

whom we work.

Examples of emerging and escalating risks identified during the

year include IT outages (including those suffered by our key

suppliers), geopolitical impacts, increasing use of AI and

economic conditions.

Emerging risks continue to be reported to the Board each quarter.

Changes to principal risk disclosures

A principal risk is one which can seriously affect our performance,

future prospects or reputation, taking into account the potential

impact and likelihood of occurrence. Not all of our strategic risks

are considered to be principal risks, only those which could have

a significant impact on our ongoing viability within the timeframe

of our strategic plan. Principal risks are discussed and monitored

at least quarterly, through the mechanisms set out above.

Following the definition of our material risks (as described above),

we have reflected on our principal risk disclosure, and agreed that

we should include a financial risk relating to access to liquidity.

This would be in the context of a material reduction in solvency

without prior warning, rather than a gradual decline over a period

of time.

The risk relating to internal business interruption has decreased,

as we consider the impact of any such issue has been reduced by

our mitigating actions. We recognise that the overall level of

cyber risk in the market has increased, although we continue to

take significant steps to improve our controls and strengthen our

resilience. All other principal risks remain unchanged in their

assessed level of net risk.

The following table sets out the principal risks, shows the

movement during the year, and describes the impact and key

mitigations. The list is not in priority order, and does not include

all the risks which we face. Other risks which are not included

here could also have a negative impact on the business, including

those which are not presently known to us and those which are

considered less material. The position described below is a

summary at the time of publishing this report.

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65Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Risk and description Impact Key mitigations Strategic pillars Movement

OPERATIONAL

#### BUSINESS

#### INTERRUPTION EVENT

We could suffer a significant reduction in

product availability as a result of the total

loss of capacity at a key production facility.

We would potentially be unable to

supply our customers with our full

range of products for a period of

time. This would primarily impact

our own customers, including those

of our franchise partners, but also

potentially our grocery retail sales.

– We have contingency plans in place for our sites, which are

reviewed and tested periodically. Key product lines are

prioritised in the event of any issues.

– We are continuing to roll out a standardised Business

Continuity Management approach across our supply sites.

– Our diversified product range provides alternatives for our

customers in the event of items being unavailable.

– Flexibility and spare capacity within our network enables us to

continue our operations at other sites. We also monitor surplus

capacity across the market.

– We liaise regularly with insurers and our broker, particularly

when designing new sites or improving existing premises. This

ensures that our facilities meet the expected standards.

1

2

3

4

5

FOOD SAFETY/STRATEGIC

#### SUPPLY CHAIN

#### DISRUPTION

Supply from a key third party could be

interrupted. This could be a result of

issues such as external business

interruption, geopolitical instability,

or a food safety concern.

A prolonged outage or other

significant issue at one of our key

suppliers or within their supply

chain could impact on our ability

to produce some of our range,

or otherwise affect our ability

to operate.

– We avoid single source supply for key ingredients as far as

possible, with risk mitigations plans in place where necessary.

– Stock holdings of ingredients and key equipment provides

contingency in the event of an interruption to supply.

– If we suffer any significant interruptions, we are quick and agile

in our response to find alternatives. These processes are

regularly tested by our teams.

– Relationships with suppliers are managed centrally by our

procurement teams, including a risk assessment process.

– Governance processes and supplier audits confirm compliance

with our standards.

1

2

3

4

5

#### Principal risks and uncertainties

#### STRATEGIC PILLARS

1

Great tasting, freshly prepared food and drink

2

Best customer experience

3

Competitive supply chain

4

First-class support teams

5

The Greggs Pledge

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66

RISK MANAGEMENT CONTINUED

#### STRATEGIC PILLARS

1

Great tasting, freshly prepared food and drink

2

Best customer experience

3

Competitive supply chain

4

First-class support teams

5

The Greggs Pledge

Risk and description Impact Key mitigations Strategic pillars Movement

INFORMATION SECURITY

#### CYBER/DATA

#### SECURITY INCIDENT

Our IT infrastructure may be affected by a

cyber incident, resulting in a data breach, or

the confidentiality/integrity of our data

being impacted.

We could suffer a significant loss of

data, resulting in litigation and fines.

Data may be unavailable or lost,

making it difficult for us to operate.

– We work with third parties who provide expertise and support,

ensuring that our controls are appropriate. This includes a

Security Operations Centre monitoring our networks around

the clock, along with regular penetration testing.

– Our technical measures are constantly reviewed and

updated in line with changing requirements and recognised

information security control sets. This is confirmed by various

external assessments.

– We train and test our colleagues to improve awareness

and strengthen our detection and prevention, including

phishing simulations.

2

3

4

OPERATIONAL

#### PROLONGED SYSTEM

#### DOWNTIME/INTERRUPTION

Our reliance on technology means that

system interruptions and cyber incidents

are potentially more disruptive, with a more

significant impact on business operations.

IT products and services which are

needed to support our operations

and business-critical activities

may be lost for a prolonged period.

This could lead to extended

business disruption.

– We work with external partners to ensure we have access to

specialist support and expertise.

– We monitor the external environment, taking learnings

from other organisations and enhancing our controls and

response accordingly.

– We continue to move towards more cloud-based solutions

across our operations, which increases resilience within

our network.

– We have identified our most critical business activities and

have an ongoing programme which continually improves our

business continuity and disaster recovery capability.

2

3

4

STRATEGIC

#### DETERIORATION OF

#### RELATIONSHIP WITH

#### KEY PARTNER

Our strategy and goals may not be fully

aligned with those of our partners in

franchise, grocery retail or delivery.

This would limit our ability to offer

our service in locations where our

customers want us to be.

Performance could be affected,

with targets not being met.

This in turn could damage our

brand reputation.

– We work with a number of respected partners, avoiding undue

reliance on any one individual organisation.

– Contracts and service level agreements are in place. Ongoing

performance is measured and robust action taken promptly

ifour standards are not met.

– Regular dialogue at a senior level ensures an alignment of

goals, and early identification of any issues.

1

2

3

4

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67Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Risk and description Impact Key mitigations Strategic pillars Movement

OPERATIONAL

#### ABILITY TO ATTRACT/

#### RETAIN/MOTIVATE PEOPLE

We may be unable to attract and

retain the right talent within Greggs to

maintain our culture and operate as our

customers expect.

We may be unable to continue to

deliver our existing product range

and service standards.

Higher staff turnover creates a

need for additional recruitment,

in turn increasing workload and

training requirements.

Ultimately, we may be unable to

grow the business in line with

our strategy.

– We recognise that our people are a key asset to the business.

We offer competitive packages, comprehensive training and

development opportunities, as well as additional benefits.

– Colleagues have a range of ways to communicate their ideas

for improvement, including our annual opinion survey and

listening groups. This helps to maintain positive relations and

an open culture.

– Efficient recruitment processes leveraging technology allow

us to fill vacancies quickly and effectively.

1

2

3

4

5

REPUTATIONAL

#### BRAND REPUTATION

There is greater risk of damage to our brand

reputation by internal or external sources

as our brand profile grows.

Customers could lose their trust in

the brand, impacting on our ability

to deliver our strategy.

Shareholder value could be reduced.

– Policies and guiding principles are in place to control our use of

the brand.

– Our colleagues are given training, advice and guidance on

dealing with customers and other contacts.

– We have a robust well-established crisis management process

in place, which we test regularly. This is supported by

appropriate third parties (such as corporate communication

agency and insurers) where specialist advice is required.

2

3

FOOD SAFETY

#### SIGNIFICANT FOOD

#### SAFETY INCIDENT/

#### PRODUCT QUALITY ISSUE

We may produce and/or sell products which

are unsafe, or not of the appropriate quality.

This could be a result of incorrect labelling

of allergens, product contamination, or a

failure to comply with procedures.

There could be harm to our

customers or colleagues.

Our brand reputation could be

significantly impacted, which in

turn would affect our sales

performance. We could also be

exposed to significant fines.

– External suppliers of products with a food safety risk must

comply with our manufacturing standard.

– Robust food safety management systems and policies are in

place, independently assured by our Primary Authority.

– Our teams are trained in accordance with our policies, across

all levels of the business.

– Audits are undertaken by our internal teams, and external

bodies, with a focus on Food Safety compliance. These cover

both production and retail processes. Our manufacturing sites

are independently accredited by a third party.

– Allergen guides are available to our customers.

1

2

3

4

5

![]()

68

Risk and description Impact Key mitigations Strategic pillars Movement

GOVERNANCE, LEGAL AND REGULATORY

#### CHANGES IN THE

#### REGULATORY LANDSCAPE

New regulatory requirements could be

implemented, driven by environmental,

health or other concerns.

We may need to take action such as

introducing new products to our

range, or changing our approach to

advertising or promotions. Without

an ability to respond quickly, we

could lose market share, or face

regulatory action.

– Our teams undertake regular horizon scanning activities,

and we receive advisory information across all

professional disciplines.

– We put appropriate policies and procedures in place to manage

key risk areas.

– We monitor upcoming legislative changes through Trade

Associations and government bodies.

– Participating in industry forums gives us an opportunity to

influence decision making.

1

2

3

4

FINANCIAL

#### FINANCIAL LIQUIDITY

The business may not be able to access the

liquidity facilities required to deliver on

its plans.

Investment plans may have to be

delayed in order to prioritise our

financial commitments to our

employees, suppliers and

property providers.

– We have discretion over our uncommitted investment plans

and can reduce capital expenditure in the short term to

improve liquidity.

– Credit customers are vetted before being approved and then

their payment performance is regularly monitored to ensure

compliance with agreed terms.

– A committed RCF is in place, with significant undrawn capacity.

– Treasury policies control access to finance and security limits

for cash deposits.

– Reporting and approval controls provide management and the

Board with visibility of the current financial position of the

business and its medium-term liquidity expectations.

1

2

3

4

New Risk

#### STRATEGIC PILLARS

1

Great tasting, freshly prepared food and drink

2

Best customer experience

3

Competitive supply chain

4

First-class support teams

5

The Greggs Pledge

RISK MANAGEMENT CONTINUED

![]()

69Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

VIABILITY STATEMENT

The Directors have assessed the Group’s prospects and viability

taking into account its current position, plans and principal risks.

In carrying out its assessment the Board has reviewed the

three-year operational and financial plans to 2028. This is the

period over which the Board reviews management’s business

planning and sets performance targets, and therefore the Board

believes that this remains the most appropriate timeframe over

which to make the viability assessment.

The Directors have carried out a robust assessment of the

principal risks facing the Group, including those that would

threaten its business model, future performance, solvency

or liquidity.

The principal risks to which the Group is exposed ultimately affect

the ability of its shops to trade successfully, either due to reduced

demand or because of operational interruptions, including those

to its internal supply chain. A significant loss of sales is

particularly damaging given the Group’s vertical integration in that

the cost of the internal supply chain cannot be reduced quickly.

Scenarios were modelled to stress test the Group’s financial

resilience to the impact arising from occurrence of the following

principal risks:

1.  Pandemic threat – the risk that trade is significantly subdued

as a result of lockdown rules, with the Group continuing to

trade as an essential retailer selling food, which was permitted

during the Covid-19 pandemic. This subdues walk-in trade

through the lockdown period and as the economy recovers (a

circa 30% reduction in overall Group sales through a three-

month lockdown in the final quarter of 2026, with a phased

recovery through 2027). Delivery sales and ‘Bake at Home’

sales through the Group’s grocery retail relationships with

Iceland Foods and Tesco are assumed to be most resilient.

This forward scenario assumes no Government support given

it is assumed that we will trade through the period.

2.  A brand-damaging food scare resulting in a significant

one-year sales reduction (circa 25% sales reduction for initial

six months) followed by gradual recovery of confidence. In

making assumptions the Directors considered real examples

of companies in the food sector that had experienced

such issues.

3.  Operational disruption impacting product availability, resulting

from either the loss of supply of savoury products from Balliol

Park or loss of key IT systems.

In each case the Directors reviewed the mitigating actions that

would be necessary to protect the Group’s liquidity.

These included:

•  The temporary suspension of dividend payments in order

to preserve cash for operational use;

•  Restriction of capital expenditure whilst protecting

essential infrastructure maintenance and commitments

to strategic investments;

•  Drawing on existing committed financing facilities; and

•  Calling on the Group’s insurance arrangements on the

occurrence of an insured risk.

The scenarios tested were capable of being managed within the

Group’s existing committed financing facilities with no forecast

breaches of lending covenants. The Group has sufficient existing

and committed financing facilities to manage in a situation where

multiple principal risk scenarios occur concurrently. If this were

not the case, the Directors believe that the borrowing capacity of

the Group would be sufficient to allow it access to temporary

additional facilities. Although the Group has sufficient existing

and committed financing facilities to manage in a situation where

multiple principal risk scenarios occur concurrently, the

simulation showed a breach of loan covenants in 2027, but the

directors consider the likelihood of this to be remote. Given the

Group’s relationship with lenders, and the actions of banks

through the Covid-19 pandemic, the Directors believe it is

reasonable to conclude that a waiver would be secured.

Based on the results of the analysis, the Directors have a

reasonable expectation that the Group will be able to continue

inoperation and meet its liabilities as they fall due over the

three-year period of their detailed assessment.

The Strategic Report was approved by the Board on 3 March 2026.

Signed on behalf of the Board.

Roisin Currie

Chief Executive

3 March 2026

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70

BOARD OF DIRECTORS AND SECRETARY

#### MATT DAVIES

Chair

#### ROISIN CURRIE

Chief Executive

#### RICHARD HUTTON

Chief Financial Officer

Matt is a widely experienced retailer and was previously the CEO

of Tesco UK and ROI, before which he held CEO positions at Pets

at Home and Halfords. As a Non-Executive Director, Matt chaired

N Brown Group plc and was on the Board of Dunelm Group plc.

Roisin was appointed Chief Executive in 2022, having previously

been Retail and Property Director. Prior to joining Greggs in 2010,

Roisin worked at Asda where she held various roles, including

People Director, with responsibility for the organisation’s retail and

distribution operations.

Richard qualified as a Chartered Accountant with KPMG and

gained career experience with Procter & Gamble before joining

Greggs in 1998.

Appointed since

2 August 2022

Appointed since

1 February 2022

Appointed since

13 March 2006

Independent

Yes

Independent

No

Independent

No

Committee membership

Chair of the Nominations Committee.

External appointments

Chair of AutoTrader and a number of private equity-owned

businesses and is an Operating Partner at Advent International.

Committee membership

None.

External appointments

Chair of the Employers Forum For Reducing Re-offending and

Trustee of Duke of Edinburgh Award Scheme. Non-Executive

Director of Howden Joinery Group Plc. Advisory role on the Food

Strategy Advisory Board.

Committee membership

None.

External appointments

Trustee Director of Business in the Community.

Trustee of The Greggs Foundation.

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71Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### MOHAMED ELSARKY

Non-Executive Director

#### KATE FERRY

Non-Executive Director

#### NIGEL MILLS

Senior Independent Non-Executive Director

Mohamed is currently the Group Chief Executive Officer of The

Unifrutti Group and is an experienced international food

manufacturing executive who has held senior positions in Kelloggs,

Danone and Godiva Chocolatier. Mohamed has previously held

Non-Executive Director positions including at Nomad Foods,

a company listed on the New York Stock Exchange.

Mohamed is the designated Non-Executive Director for

colleague engagement.

Kate is currently Chief Financial Officer at Burberry Group plc. Prior

to joining Burberry Group, Kate was Chief Financial Officer of

McLaren Group and TalkTalk Group, and has previously held

positions on the Dixons Carphone plc (now Currys plc) Executive

Committee. Kate began her career in audit with

PricewaterhouseCoopers.

Nigel has extensive expertise in financial markets, investors and

governance, having been Chief Executive at Hoare Govett and Chair of

Corporate Broking at Citi Group, advising a wide range of companies

including a significant number within the consumer sector.

Appointed since

21 June 2021

Appointed since

1 June 2019

Appointed since

7 March 2023

Independent

Yes

Independent

Yes

Independent

Yes

Committee membership

Member of the Audit, Remuneration and Nominations Committees.

External appointments

Unifrutti Group CEO, Executive Chairman at the Nu Company GmbH

and Senior Adviser at Bain Partners.

Committee membership

Chair of the Audit Committee. Member of the Remuneration and

Nominations Committees.

External appointments

CFO Burberry Group plc and Chair of the Audit Committee at British

Olympic Committee Foundation.

Committee membership

Member of the Audit, Remuneration and Nominations Committees.

External appointments

Senior Independent Non-Executive Director at John Wood Group PLC.

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72

BOARD OF DIRECTORS AND SECRETARY CONTINUED

#### TAMARA ROGERS

Non-Executive Director

#### RICHARD SMOTHERS

Non-Executive Director

#### LYNNE WEEDALL

Non-Executive Director

Tamara is the former Global Chief Marketing Officer at Haleon plc,

having joined GSK Consumer Healthcare in 2018 as Region Head EMEA.

Prior to that, Tamara spent 25 years at Unilever holding leadership

positions including EVP Region Head Personal Care North America

and EVP Global Deodorants Category.

Richard served as Chief Financial Officer of Greene King for seven

years until his retirement in early 2025. Prior to that, he was Chief

Financial Officer at Mothercare plc, Director of Group Finance for

Rexam plc and held senior finance roles both in the UK and

internationally at Tesco plc.

Lynne has built her executive career within the retail industry, where

from 2015 to 2019, she served as Group People and Culture Director

for Selfridges Group. Before joining Selfridges Group, she was Group

Director of Human Resources at Dixons Carphone plc (now Currys

plc), and previously held senior leadership roles at other large

organisations such as Whitbread.

Lynne has previously served as Non-Executive Director and

Remuneration Committee Chair at Greene King and has also served

in the same role at William Hill plc.

Appointed since

1 June 2024

Appointed since

1 February 2026

Appointed since

17 May 2022

Independent

Yes

Independent

Yes

Independent

Yes

Committee membership

Member of the Audit, Remuneration and Nominations Committees.

External appointments

Former Chair of Global Self-Care Federation and Global Chief

Marketing Officer at Haleon plc.

Committee membership

Chair of the Audit Committee from 6 March 2026. Member of the

Remuneration and Nominations Committees.

External appointments

Non-Executive Director of Greene King and Non-Executive Director

and Chair of the Audit and Risk Committee at RM plc.

Committee membership

Chair of the Remuneration Committee. Member of the Audit and

Nominations Committees.

External appointments

Senior Independent Non-Executive Director and Remuneration

Committee Chair at Dr. Martens plc and Non-Executive Director and

Chair of the Remuneration and Nominations Committees at Softcat

plc. Non-Executive Director of Stagecoach Limited. Member of The

King’s Trust Council.

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73Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

73Greggs plc  Annual Report and Accounts 2025

#### SARAH DICKSON

Company Secretary and General Counsel

Sarah joined the Company on 9 December 2024 from Marks &

Spencer plc, where she was Deputy General Counsel and Data

Protection Officer. Sarah is a lawyer by profession, having previously

held other senior legal roles at Asda. Sarah is also a Chartered

Governance Institute-qualified Secretary.

Appointed since

19 December 2024

Independent

n/a

External appointments

n/a

#### Stakeholder

#### engagement

We’re committed to listening, learning and

staying closely connected with the people

who matter most to Greggs. From regular

shop, manufacturing and logistics visits,

to conversations with customers,

suppliers, investors and colleagues, our

Executive Directors stay hands-on and

deeply engaged. Alongside this, our Board

members take part in dedicated colleague

listening sessions and events throughout

the year to make sure every voice helps

shape our decisions and long-term success.

Explore how we build and maintain these

relationships on pages 81 to 87.

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74

GOVERNANCE REPORT

Dear Shareholder

I’m delighted to introduce the governance section of our 2025

Annual Report.

Board changes in 2025

During 2025, there were no changes to the Board. Richard

Smothers joined the Board on 1 February 2026 and he takes over

as Chair of the Audit Committee on 6 March 2026. We are

delighted that Richard has joined our business. He has significant

financial expertise in a listed company environment and strong

experience in the retail sector which will be of great benefit to us

in the coming years.

Kate Ferry and Mohamed Elsarky will both retire from the Board in

2026, Kate on 6 March 2026 and Mohamed following the AGM on

13 May 2026. Thank you to both Directors for their long service

and valuable contributions to Greggs. They will always be great

friends to our business.

The Greggs Pledge

This year marked the conclusion of our initial Greggs Pledge – our

sustainability strategy launched in 2021. I am really proud of what

we have achieved as a business in the last five years, with the

following achievements being particularly noteworthy:

•  We’ve made significant progress toward our sustainability

goals, continuing to reduce our operational carbon footprint

through renewable electricity and the transition to HVO as a

diesel replacement for our transport fleet.

•  Although slightly below our five-year target, we more than doubled

the number of Greggs Outlets to 45. Outlets not only help us to

redistribute unsold food by selling it at a big discount to

customers, we also donate a portion of the profits to good

causes, aimed at supporting the communities Greggs serves.

•  We’ve transformed our packaging approach, with all branded

items, except hot cups which remain a focus, now carrying the

widely recognised OPRL ‘more easily recyclable’ labels to help

customers to recycle more effectively.

•  We published our first Responsible Procurement Report,

setting out a clear strategy for working with suppliers and our

wider value chain in a responsible and transparent way.

Despite our progress, we know there is so much more to do and so

we have spent the last year working on our new set of commitments.

The evolved ‘The Greggs Pledge’ report is available to view on

pages 44 and 45.

Governance and reporting

Throughout the year, we held our regular schedule of seven formal

Board meetings, convening at the Head Office in Newcastle, some

of our supply chain sites and in London. Through our external

evaluation in 2024 and our internal evaluation in 2025, we continue

to seek to improve as a Board and have implemented a number of

changes to enhance our Board processes and meeting outcomes.

Further details can be found on page 75.

Our Non-Executive Directors are encouraged to spend time

across our shops, manufacturing and logistic sites, and central

offices to give visibility of the Board as best we can in the time

available. We have reinforced the effectiveness of these visits by

creating a Non-Executive Director engagement tracker. This is an

online tool to record Non-Executive Director stakeholder activity

and keep a log of any actions for the Company as a result of

Non-Executive Director visits.

In September 2025, the Board conducted a visit to the newly

completed facility at Derby. The construction phase has concluded,

and the building has been officially transferred to Greggs. Further

details regarding this visit can be found on pages 86 and 87 of this

Annual Report. The Derby site features numerous impressive

elements, including an advanced refrigeration system, which

reflects our commitment to reducing carbon emissions. This

system includes comprehensive heat recovery capabilities,

capturing waste heat that is stored and subsequently redistributed

throughout the building. The recovered heat is used for both hot

water systems and general facility heating, resulting in lower

energy costs and contributing to our broader sustainability initiatives.

A summary of the Board’s activities and major decisions made

during the year is provided on pages 76 and 77.

Following a thorough review of the Principles and Provisions of

the new UK Corporate Governance Code 2024 in effect during

2025, I’m pleased to confirm that we have been compliant with all

of the Provisions throughout the year, and further details are set

out below. Our Section 172 statement on page 81 also shows how

the Directors have fulfilled their wider stakeholder duties during

the year.

Finally, I am pleased to announce that our AGM will be held in

Newcastle on Wednesday, 13 May 2026. We encourage all

shareholders to attend this great event, which offers an excellent

opportunity to engage with members of the Board and Operating

Board. As always, a lunch will follow, featuring both classic Greggs

selections and new tasty products too. Stakeholders are welcome

to contact us with any questions or comments.

Matt Davies

Chair

3 March 2026

#### CHAIR’S INTRODUCTIONCHAIR’S INTRODUCTION

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75Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

As a commercial company listed on the

London Stock Exchange, Greggs is required

under the FCA UK Listing Rules to comply

with the Provisions of the Financial Reporting

Council’s (FRC’s) UK Corporate Governance

Code (the ‘Code’)\* or otherwise explain its

reasons for non-compliance.

For the financial year ended 27 December

2025, the Company has complied with the

provisions of the Code.

Board composition and succession

The Board ordinarily consists of a Non-Executive Chair, five

independent Non-Executive Directors and two Executive

Directors (Chief Executive and Chief Financial Officer). On

1 February 2026, Richard Smothers was appointed to the Board as

an independent Non-Executive Director. Richard’s details can be

found on page 72 of this Annual Report and information about the

process used for his appointment is set out on page 76. Kate Ferry

will step down from the Board on 6 March 2026 and Mohamed

Elsarky will do so following the AGM on 13 May 2026.

Following their appointment, every new Director engages in a

thorough induction programme coordinated by the Company

Secretary, encompassing visits to shops and manufacturing and

logistics operations, as well as meetings with senior

management. Richard Smothers is presently undertaking his

induction programme at Greggs.

As at 27 December 2025, 50% of the Board were women.

As at 3 March 2026, following Richard’s appointment to the Board

on 1 February 2026, 44.4% of the Board are women. One senior

position (as defined by UKLR 6.6.6(9)), that of Chief Executive, is

held by a woman and one Non-Executive Director comes from an

ethnic background. Further details outlining our commitment to

diversity and inclusion, which also incorporates the Board’s

approach to diversity and inclusion at Board level are provided in

the ‘Our People’ section of this Annual Report on pages 34 to 41.

The Board’s governance philosophy is that all of the Non-Executive

Directors should be independent (as defined in Provision 10 of the

Code). The Board reviews the independence of the Non-Executive

Directors each year to ensure that they continue to be

independent. The latest review was undertaken in February 2026

when it was confirmed that each of the current Non-Executive

Directors is still considered to be independent. Another element

of the Board’s governance philosophy is the inclusion of all

Non-Executive Directors on every Board Committee. This

established practice continues to serve the Board effectively, as it

ensures that each Non-Executive Director is directly involved in

the activities of all Committees.

Board reviews

Following the externally facilitated Board performance review

conducted at the close of 2024, the Board developed an action

plan and enacted the following measures throughout 2025:

•  The Board planner was restructured into four principal categories

– Strategy and Growth, Operational Matters, Board Governance,

and Committees – to enable a more intentional and balanced

allocation of time during Board meetings. Updates to the agenda

format, planning approach, and scheduling were also

implemented to ensure the Board gives due attention to strategic

priorities while maintaining oversight of operational matters.

•  Board packs were streamlined with a more systematic

structure to enhance efficiency, improve transparency and

enable a deeper understanding of strategic initiatives.

•  Reporting processes were redesigned to provide the Board

with enhanced visibility into progress towards key strategic

milestones, supported by clearly defined KPIs.

•  The frequency of meetings between the Chief Executive and

individual Non-Executive Directors, as well as between the

Chair and each Non-Executive Director, has been increased.

An internal Board evaluation was conducted in November 2025

using the online BoardClic programme. The results showed that

the Board’s performance exceeded the BoardClic benchmark.

Several valuable insights were identified during the review and

subsequently presented at the January 2026 Board meeting.

Consequently, forthcoming Board agendas will incorporate new

discussion topics including: Diversity and Inclusion, Operating

Board Succession, and Sustainability. Updates will also be made to

the Board skills matrix.

Division of Board responsibilities

There is a written statement of the split of responsibilities

between the Chair and the Chief Executive, and this is available on

the corporate website at corporate.greggs.co.uk. Matt Davies was

considered as independent on his appointment in 2022.

There is also a written statement of the responsibilities of the

Senior Independent Non-Executive Director on the corporate

website at corporate.greggs.co.uk. Nigel Mills has been in the role

since 2023, and spends formal time with the Non-Executive

Directors without the Chair being present at least once per year.

At these sessions, the Non-Executive Directors consider the

Chair’s performance, which is then fed back by Nigel to the Chair.

Throughout 2025, Matt Davies met with each of the Non-

Executive Directors – as a group and individually. Such meetings

provide opportunities for them to voice any concerns and share

perspectives. In addition, the Chair regularly engages with

Executive Directors and Operating Board members. Typically, the

Board agenda concludes with a short reflection period. During this

time, Directors assess the topics discussed at the meeting,

identify prospective areas for future consideration and highlight

issues that require additional review.

The Board operates through three principal Committees: the

Audit, Remuneration and Nominations Committees. The terms of

reference for each of the Committees were reviewed and

readopted by the Board in November 2025. These terms of

reference are available to review on the corporate website.

\*  A copy can be found on the website of the Financial Reporting Council www.frc.org.uk

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76

GOVERNANCE REPORT CONTINUED

Comprehensive information regarding each Committee’s activities

can be found in the Audit Committee Report (pages 88 to 94), the

Directors’ Remuneration Report (pages 95 to 119), and the

Nominations Committee update (below).

The Board generally schedules seven meetings each year, including

an annual formal strategy meeting, and then meets as required. Board

and Committee meeting attendance is set out in the following table:

Name Board

Audit

Committee

Remuneration

Committee

Nominations

Committee

Matt Davies 7/7 – – 2/2

Roisin Currie 7/7 – – –

Richard Hutton 7/7 – – –

Mohamed Elsarky\* 6/7 3/4 4/5 1/2

Kate Ferry\*\* 6/7 4/4 5/5 2/2

Lynne Weedall 7/7 4/4 5/5 2/2

Nigel Mills 7/7 4/4 5/5 2/2

Tamara Rogers\*\* 6/7 3/4 4/5 2/2

\*  Mohamed Elsarky missed one Board session due to a family bereavement.

\*\*  Tamara Rogers and Kate Ferry both missed one Board session due to

pre-existing commitments.

Nominations Committee update

The Nominations Committee is chaired by the Board Chair. The

Chief Executive attends Nominations Committee meetings

regularly, while the Chief Financial Officer and People Director

participate when invited to do so.

The Committee’s primary responsibility is to ensure that

comprehensive succession plans are in place for both the Board

and the Operating Board. Succession planning is reviewed

annually by the Committee as a dedicated agenda item, with the

Chief Executive and People Director presenting tailored strategies

for each Operating Board Director position. In 2025, an Operating

Board appointment was made following the creation of the new

position of Strategy and Implementation Director. The Chief

Executive provided the Board with regular progress updates

regarding this appointment, who was selected through an external

recruitment process.

In August 2025, the Company announced its intention to appoint

Robert Moorhead to the Board as Non-Executive Director and

Chair of the Audit Committee, succeeding Kate Ferry who had

noted her intention to retire from the Board. Following an

announcement by WHSmith plc on 19 November 2025 concerning

the findings of an independent review regarding its results for the

year ended 31 August 2025, Robert withdrew his candidacy before

he was formally appointed to the Board.

Following a new search in December 2025, the Nominations

Committee completed the process for the appointment of a new

Non-Executive Director and Chair of the Audit Committee. The

search process was supported by Spencer Stuart, who acted as

recruitment adviser to both the Board and the Nominations

Committee. Spencer Stuart maintains no affiliations with the

Company or any of its Directors outside of this role. The

appointment process encompassed a comprehensive review of

the Board’s existing skills and potential gaps, the development of

a detailed role profile, candidate assessment conducted by

Spencer Stuart, several meetings between candidates and Board

members, and the collection of both formal and informal

references. Following the recommendation of the Nominations

Committee, the Board formally appointed Richard Smothers to

the Board with effect from 1 February 2026.

As outlined in the process above, the Nominations Committee

utilises a skills matrix to evaluate both the essential and desirable

attributes of prospective Non-Executive Directors. In addition, the

Committee considers any existing commitments that candidates

may have and requires confirmation that they can devote the

necessary time to their role at Greggs; this commitment is

subsequently formalised in the letter of appointment.

The Nominations Committee has considered the contribution of

each of the Directors and has confirmed to the Board its

recommendation that all Directors including the Chair should be

reappointed at the AGM in May 2026, with the exception of Kate

Ferry and Mohamed Elsarky who are both intending to retire from

the Board.

Board activity in the year

The Board made a number of key decisions across the year,

which included:

Meeting Key discussion Why this was discussed

January Approval of 2025

budget

Governance approval to

ensure that resources are

being allocated to the

correct strategic priorities.

February Review of data and

AI strategy

To provide oversight of the

ongoing evaluation of

efficiency improvement

initiatives and leveraging

data to deepen customer

insights.

Update on grocery

retailing plans

Reviewed proposal to

extend grocery retailing as

part of our business plan.

Approve release of

preliminary results

and approval of the

2024 Annual Report

and Accounts

Governance approval.

Approval of dividend Governance approval.

Colleague and

stakeholder

engagement

To review our engagement

plans for the year.

May AGM preparation  Review of shareholder

sentiment prior to the AGM.

Update on supply

chain initiatives

Progress report and

discussion about the

construction of Derby and

Kettering facilities.

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77Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

June Annual strategy

meeting

Comprehensive progress

reports from the business

on key strategic initiatives,

allowing the Board to

challenge and shape the

overall direction of the

strategy and identify the

key strategic priorities with

the Operating Board.

July Approve release of

interim results

Governance approval.

September People and

succession strategy

Ongoing review of our

people strategy.

SAP update To ensure the successful

implementation of a key

business system.

Supply chain

overview

Board visit to new Derby

facility.

November  CRM update Discussion on key

marketing initiatives,

implementation and

success rates.

Data and AI session Ongoing evaluation of

efficiency improvement

initiatives and leveraging

data to deepen customer

insights.

Supply chain

progress

Progress report and

discussion on construction

of Derby and Kettering

supply chain facilities and

the ongoing strategy for

supply chain.

The Board and culture

The Board regularly and thoroughly monitors Greggs corporate

culture through various means, including the involvement of our

Non-Executive Directors – particularly Mohammed Elsarky, who

has served as the designated Non-Executive Director for

workforce engagement – as well as regular reports from the

Chief Executive detailing scores and action plans derived from

the annual ‘Your Opinion Matters’ colleague engagement survey.

The Board supports the anti-harassment and other training

programmes and colleague inclusion networks designed to

build an inclusive culture at Greggs.

The relaunch of the competency framework in 2025 was

accompanied by comprehensive training for all graded

management and support teams at Greggs. The new

competencies will be extended to all colleagues across retail and

supply throughout 2026. Additionally, plans are underway to

further enhance Greggs whistleblowing procedures during 2026.

Further details regarding the ways in which Greggs culture is

cultivated and developed can be found in the ‘Our people’ section

on pages 34 to 41.

Diversity and inclusion

The Board as a whole, rather than the Nominations Committee,

monitors the gender balance in the Company.

The required disclosures are set out on page 37 and are

incorporated by reference into the Directors’ Report. The section

entitled ‘Our people’ contains information about our colleague

inclusion networks, team development, and engagement activity.

The Board’s approach to diversity is consistent with the

Company’s wider diversity policy which is set out in the

‘Our people’ section on pages 34 to 41.

Other disclosures

Directors and their interests

The names of the Directors in office during the year, together

with their relevant interests in the share capital of the Company

during the year ended 27 December 2025, are set out in the

Directors’ Remuneration Report on pages 95 to 119. Details of the

Directors’ share options are set out in the Directors’

Remuneration Report on page 115.

Directors’ indemnities and conflicts

As at the date of this Annual Report, indemnities are in force

under which the Company has agreed to indemnify the Directors,

to the extent permitted by law, in respect of losses arising out of,

or in connection with, the execution of their duties, powers or

responsibilities as Directors of the Company. The indemnities do

not apply in situations where the relevant Director has been guilty

of fraud or wilful misconduct.

Under the authority granted to them in the Company’s articles of

association, the Board has considered carefully any situation

declared by any Director pursuant to which they have or might

have a conflict of interest and, where it considers it appropriate

to do so, has authorised the continuation of that situation. At

each Board meeting, a Schedule of Potential Conflicts of Interest

is reviewed and Directors are asked to declare any new or

changed interests. In exercising their authority, the Directors

have had regard to their statutory and other duties to the

Company. All Directors have access to the Company Secretary as

and when required.

Substantial shareholdings

At 27 December 2025 and 3 March 2026, the only notified

holdings of substantial voting rights in respect of the issued share

capital of the Company (which may have altered since the date of

such notification, without any requirement for the Company to

have been informed) were:

Shareholder Number of shares held Percentage of issued share capital

J.P. Morgan

Securities plc 5,268,899 5.15%

Silchester

International

Investors LLP 5,112,962 5.00%

78

GOVERNANCE REPORT CONTINUED

Additional information

•  Future business developments: Details of future business

development activities can be found throughout the Strategic

Report on pages 1 to 69.

•  Financial risk management: Details of our financial risk

management policies and objectives can be found in Note 2 to

the accounts.

•  The information set out within the Governance Report on

pages 74 to 80 forms part of the Directors’ Report.

•  GHG emissions: All disclosures concerning the Group’s GHG

emissions (as required to be disclosed under the Companies

Act 2006 (Strategic Report and Directors’ Report) Regulations

2013) are contained in the TCFD Report on pages 46 to 56.

•  Dividends: Details of the dividends declared and paid are given

in Note 25 to the accounts.

•  Stakeholder engagement: Details of the Group’s engagement

with colleagues, suppliers, customers and others in a

business relationship with Greggs and the effect of that

regard on the principal decisions taken by Greggs are given

on pages 81 to 87.

Non-financial and sustainability information statement

Respect for human rights

The Greggs approach to human rights is that everyone has the

right to live and work with dignity and respect. This commitment

extends not only to colleagues but also to those colleagues of

suppliers and business partners. There is a zero tolerance

approach to slavery, forced labour, or human trafficking in any form

– whether within Greggs own operations or across the supply chain,

both in the UK and overseas. The Board is dedicated to taking

proactive steps to ensure these practices have no place in Greggs

business or across the supply chain. To reinforce this commitment,

the Board publishes a dedicated Modern Slavery Statement

and a Responsible Procurement Report, which can be found at:

corporate.greggs.co.uk/investors/corporate-governance.

Anti-corruption and anti-bribery matters

Greggs maintains a comprehensive anti-bribery and corruption

policy that applies to all colleagues. This policy strictly prohibits

the offering, giving, soliciting or acceptance of any bribe, in any

form, by any individual or entity acting on behalf of Greggs for the

purpose of securing undue advantage.

Colleagues

Greggs acknowledges the rights of all colleagues to freedom of

association and collective bargaining. While there is no formal

policy in place specifically addressing freedom of association, the

Company actively encourages all colleagues across supply sites,

shops and offices to join and participate in trade unions.

Business ethics

A dedicated business ethics policy outlines the standards

of ethical conduct expected from every Greggs colleague.

Graded managers and all members of the procurement team

are required to formally confirm their adherence to this policy

on an annual basis.

Whistleblowing

The whistleblowing policy at Greggs fosters an atmosphere in

which colleagues can report concerns without fear of reprisal.

All disclosures are managed confidentially, and independent

investigations are conducted when appropriate. The Chair

of the Audit Committee serves as the primary point of contact

for matters that cannot be resolved through standard

management channels.

Environmental matters

The mandatory climate-related information required by sections

414CA and 414CB of the Companies Act 2006 is included within

the Strategic Report on pages 1 to 69 and the Directors’ Report on

pages 70 to 120.

Authority to purchase shares

At the AGM on 21 May 2025, the shareholders passed a resolution

authorising the purchase by the Company of its own shares to a

maximum of 10,100,000 ordinary shares of 2 pence each (being

no more than 10% of the issued share capital of the Company).

That authority had not been used as at 27 December 2025 and

remains in force until the conclusion of the AGM in 2026 or

20 August 2026, whichever is the earlier. It is the Board’s intention

to seek approval at the 2026 AGM for the renewal of this authority.

Share capital structure and restrictions

•  The Company has one class of share in issue being ordinary

shares of 2 pence each. As at 3 March 2026, there were

102,255,675 such ordinary shares in issue. There are no shares

in the Company that grant the holder special rights with regard

to the control of the Company.

•  At general meetings of the Company, on a show of hands,

every shareholder present in person or by proxy has one vote

only and, in the case of a poll, every shareholder present in

person or by proxy has one vote for every share in the capital

of the Company held.

•  The Company’s articles of association set out the

circumstances in which shares may become disenfranchised.

No shareholder is entitled, unless the Directors otherwise

determine, in respect of any share held, to be present or vote

at a general meeting either personally or by proxy (or to

exercise any other right in relation to meetings of the

Company) in respect of that share in certain circumstances if

any call or other sum is payable and remains unpaid, if the

shareholder is in default in complying with a duly-served

notice under section 793(1) of the Companies Act 2006 or if

any shareholder has failed to reply to a duly-served notice

requiring them to provide a written statement stating they are

the beneficial owner of the shares.

![]()

79Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

•  A notice convening a general meeting can contain a statement

that a shareholder is not entitled to attend and vote at a

general meeting unless their name is entered on the register

of members of the Company at a specific time (not more than

48 hours before the meeting) and if a shareholder’s name is

not so entered, they are not entitled to attend and vote.

•  Under the Company’s articles of association, the Directors

may, in their absolute discretion, refuse to register the

transfer of a share in certified form in certain circumstances

where the Company has a lien on the share (provided that the

Directors do not exercise their discretion so as to prevent

dealings in partly-paid shares from taking place on an open

and proper basis), where a shareholder has failed to reply to a

duly-served notice under section 793(1) Companies Act 2006

or if a transfer of a share is in favour of more than four persons

jointly. In addition, the Directors may decline to recognise any

instrument of transfer unless it is in respect of only one class

of share and is deposited at the address at which the register

of members of the Company is held (or at such other place as

the Directors may determine) accompanied by the relevant

share certificate(s) and such other evidence as the Directors

may reasonably require to show the right of the transferor to

make the transfer. In respect of shares held in uncertificated

form, the Directors may only refuse to register transfers in

accordance with the Uncertificated Securities Regulations

2001 (as amended from time to time).

•  Under the Company’s code on dealings in securities in the

Company, persons discharging managerial responsibilities

and some other senior executives may in certain

circumstances be restricted as to when they can transfer

shares in the Company.

•  There are no agreements between shareholders known to the

Company, which may result in restrictions on the transfer of

shares or on voting rights.

•  Where, under a colleague share plan operated by the Company,

participants are the beneficial owners of shares but not the

registered owner, the voting rights are normally exercised by

the registered owner at the direction of the participant.

•  The Company’s articles of association may only be amended

by special resolution at a general meeting of the shareholders.

•  The Company’s articles of association set out how Directors are

appointed and replaced. Directors can be appointed by the Board

or by the shareholders in a general meeting. At each AGM, any

Director appointed by the Board since the last AGM must retire

from office but is eligible for election by the shareholders.

Furthermore, the Board has resolved that, in line with the UK

Corporate Governance Code 2024 (the ‘Code’), all the Directors will

be subject to annual re-election by shareholders. Under the

Companies Act 2006 and the Company’s articles of association, a

Director can be removed from office by the shareholders in a

general meeting.

•  The Company’s articles of association set out the powers of

the Directors. The business of the Company is to be managed

by the Directors who may exercise all the powers of the

Company and do on behalf of the Company all such acts as

may be exercised and done by the Company and are not by any

relevant statutes or the Company’s articles of association

required to be exercised or done by the Company in a general

meeting, subject to the provisions of any relevant statutes and

the Company’s articles of association and to such regulations

as may be prescribed by the Company by special resolution.

•  Under the Companies Act 2006 and the Company’s articles of

association, the Directors’ powers include the power to allot

and buy back shares in the Company. At each AGM, resolutions

are proposed, granting and setting limits on these powers.

•  The Company is not party to any significant agreements which

take effect, alter or terminate upon a change in control of the

Company, following a takeover bid.

•  There are no agreements between the Company and its

Directors or colleagues providing for compensation for loss of

office or employment (whether through resignation, purported

redundancy or otherwise) that occurs because of a takeover bid.

However, provisions in the colleague share plans operated by the

Company may allow options to be exercised on a takeover.

The table below shows where (if applicable) to locate information

required to be disclosed under Rule 6.6.1R of the UK Listing

Rules (UKLR).

(a) A statement of the amount of interest capitalised

by the group during the period under review with

an indication of the amount and treatment of any

related tax relief.

Referenced in

Note 11 to the

accounts

(b) Various financial information if the company has

published unaudited financial information as

required by UKLR 6.2.23R.

n/a

(c) Details of long-term incentive schemes where the

only participant is a director and where the

scheme is to facilitate recruitment or retention.

n/a

(d) Details of any director’s waiver of, or agreement to

waive, any emoluments or future emoluments.

n/a

(e) Specified details of any allotments for cash of

equity securities otherwise than to the holders of

the company’s equity shares in proportion to their

holding and which has not been specifically

authorised by the company’s shareholders

(including information for any unlisted major

subsidiary undertaking of the company).

n/a

(f) Where the company is a subsidiary undertaking,

details of a parent undertaking’s participation in

any placing made during the period under review.

n/a

(g) Details of any contract of significance of the

company or a subsidiary in which a director is/was

materially interested or to which a controlling

shareholder was a party.

n/a

(h) Subject to certain exceptions, details of any

contract for the provision of services to the

company or subsidiaries by a controlling

shareholder.

n/a

(i) Details of any arrangement where a shareholder

has waived or agreed to waive any current or future

dividends (subject to an exception for waivers of

less than 1% of total value of dividend).

n/a

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80

GOVERNANCE REPORT CONTINUED

(j) Controlling Shareholder: A statement by the board

that the company continues to comply with the

requirements in UKLR 6.2.3R (that the company

can carry on its business independently from a

controlling shareholder) or if the company has

ceased to comply, a statement that the FCA has

been notified and a summary of the background

and reasons for non-compliance.

Where an independent director declines to

support a statement made by the company under

the Listing Rules about the controlling

shareholder, a statement recording this fact.

n/a

n/a

Accountability, audit and going concern

Ensuring that the Annual Report is fair, balanced

and understandable

The Board acknowledges its responsibility to present a fair,

balanced and understandable assessment of the Company’s

position and prospects. In order to assist the Board to comply

with the requirements within the Code, each year the Audit

Committee is requested to undertake an assessment of the

Annual Report and to make a recommendation to the Board. This

request has been enshrined within the Audit Committee’s terms

of reference, which are available at corporate.greggs.co.uk/

investors/corporate-governance.

The actions undertaken by the Audit Committee in confirming its

advice to the Board include the consideration of a detailed review

that has been undertaken by the Head of Business Assurance and

reviewing the Annual Report as a whole to confirm that it presents

a fair, balanced and understandable assessment. In considering

the advice of the Audit Committee, and having reviewed the

Annual Report including the contents of the Strategic Report,

together with the statutory accounts themselves, the Board duly

considers the Annual Report and Accounts, taken as a whole, is

fair, balanced and understandable, and provides the necessary

information for shareholders to assess the Company’s

performance, business model and strategy.

Directors’ responsibilities

A statement of Directors’ responsibilities in respect of the

preparation of accounts is given on page 120. A statement of

auditor’s responsibilities is given in the report of the auditor on

pages 121 to 127.

Going concern and viability

After making enquiries, the Directors have a reasonable

expectation that the Group has adequate resources to continue in

operational existence for the foreseeable future. For this reason,

they continue to adopt the going concern basis in preparing the

accounts (see ‘Basis of preparation’ in the notes to the accounts

on page 134). The Board’s viability statement made in accordance

with Code Provision 31 can be found on page 69.

Political donations

Greggs maintains a strict policy prohibiting political donations

or contributions, whether financial or in-kind, by the Company.

Accordingly, no political donations were made during the year.

Disclosure of information to the auditor

Each of the Directors who held office at the date of approval of

this Directors’ Report confirms that, so far as they are individually

aware, there is no relevant audit information of which the

Company’s auditor is unaware and that they have taken all the

steps that they ought to have taken as a Director to make

themselves aware of any relevant audit information and to

establish that the Company’s auditor is aware of that information.

By order of the Board

Sarah Dickson

Company Secretary

3 March 2026

Greggs plc (CRN 502851)

Greggs House, Quorum Business Park,

Newcastle upon Tyne,

NE12 8BU

![]()

81Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

81Greggs plc  Annual Report and Accounts 2025

OUR STAKEHOLDERS

The views of our stakeholders and our

Company purpose remain front of mind

whenever the Board has decisions to make.

Maintaining strong stakeholder relationships is a key

responsibility of the Executive Directors. The Chief Executive

regularly engages with customers, conducts ‘top-to-top’ meetings

with key suppliers, and dedicates significant time to visiting shops

and manufacturing and logistics sites to communicate directly

with colleagues. The Chief Financial Officer oversees interactions

with current and prospective investors – often accompanied by

the Chief Executive – and also manages partnerships with banking

institutions. Both the Chief Executive and Chief Financial Officer

provide the Board with updates on any noteworthy stakeholder

engagements, including those involving colleagues, customers,

shareholders and banks.

Working closely with the People Director, Mohamed Elsarky – who

has been our Non-Executive Director responsible for colleague

engagement – develops an annual programme of events to

encourage direct engagement between Board members and

Greggs colleagues. This programme includes listening sessions,

attendance at the annual management conference, as well as

both formal and informal visits to our shops and manufacturing

and logistics sites.

#### SECTION 172 SECTION 172

#### STATEMENTSTATEMENT

This section 172 statement describes how the

Directors individually and collectively have performed

their duties to promote the long-term success of the

Company for the benefit of its members as a whole

during the year.

![]()

82

#### CUSTOMERS COLLEAGUES SUPPLIERS SHAREHOLDERS LENDERS COMMUNITIES

How and why we engage

As our CRM systems continue to evolve, our capacity to

understand customer sentiment toward Greggs has significantly

improved, enhancing the value of customer insights at the

boardroom level. These insights are delivered through

comprehensive reports and presentations prepared by the

customer team, alongside regular updates from the Chief

Executive regarding brand health and market share performance.

By engaging with customers in our retail locations, via our

customer care and insight teams, and through digital platforms,

we’re constantly listening and learning so we can understand how

to best serve our customers.

How and why we engage

There are currently around 33,000 Greggs colleagues, many of

them on a part-time basis to fit around their family lives. Our

culture and values remain central to attracting people to come

and work with us, and we are proud to refer to our colleagues as

our ‘secret sauce’. The ‘Our people’ section of this Annual Report

(pages 34 to 41) outlines how we engage with our colleagues. It

also provides information about our engagement with various

colleague groups, such as diversity and inclusion networks,

recognised unions, talent development initiatives, and other

engagements conducted by the Board.

How and why we engage

As a manufacturer, distributor and retailer of food, we source an

extensive variety of products ranging from proteins and salad

ingredients to commercial vehicles, company uniforms, and

various services such as shop fit-out contractors, property

consultants, marketing support and factory construction.

Building and sustaining strong relationships with our suppliers is

essential; we facilitate this through regular meetings,

collaborative projects and site visits.

How and why we engage

Our shareholders are the owners of the business, and we have

obligations to keep them apprised of significant developments.

One of the ways we do this is through our regular reporting

schedule and meetings with institutional shareholders across the

year, conducted mainly by the Chief Executive, Chief Financial

Officer and Head of Investor Relations.

We hold an ‘in-person’ AGM after which Directors mix with

attendees over a Greggs lunch. Shareholders are also given the

opportunity to engage with the respective Committee Chairs at

this meeting to discuss any matters of significance that they

want to raise. Our AGMs are well attended, and resolutions put to

the 2025 AGM were all approved by more than 95% of

shareholders voting.

How and why we engage

During the pandemic in 2020, it became clear that it would

be appropriate and prudent to have in place a formal bank

facility, and a RCF of £100 million was put in place.

That facility was refinanced during 2024. There was a

drawdown on the facility during 2025 during our peak level

of capital investment. As part of the ongoing relationship

with the commercial banks involved, the finance team provide

regular performance and covenant compliance updates

to banking partners.

How and why we engage

Supporting the communities in which we operate is fundamental

to The Greggs Pledge. Members of those communities include

colleagues who work in our shops and manufacturing centres,

and of course our customers. In areas where support is needed,

we are setting up Greggs Outlets, which sell surplus food at

discounted prices. There are now 45 such Outlets. Other support

includes sharing a percentage of profits from the Outlets with

local community projects focused on improving social mobility

and tackling food poverty. We are proud to support The Greggs

Foundation, a grant-giving organisation aiming to improve the

health and wellbeing of people living in the communities in which

we operate. We also use our shops nationwide to collect donations

on behalf of Children in Need, the Disasters Emergency

Committee, and the Royal British Legion Poppy Appeal.

1

2

4

5 1

3

4

5 1

2

3

4

5 2

4

5 1

2

3

4

5 1

5

Impact on Board decisions

With subdued consumer confidence and customers continuing

to manage their budgets carefully, understanding how customers

react to price rises has had a significant impact in ensuring our

exceptional value for money offering remains at the forefront of

decision making.

Impact on Board decisions

The recruitment and retention of talented individuals is integral

to our growth strategy. As we continue to expand our retail

presence, strong collaboration across our retail and people

teams remains essential for effective workforce planning and

recruitment initiatives. Our new supply chain facilities in Derby

and Kettering are resulting in the creation of additional

employment opportunities within these regions. The

Remuneration Committee has sight of the Greggs reward

framework, providing strategic support to the Operating Board

to ensure our continued ability to attract and retain

high-calibre colleagues.

Details of the review and improvement in some of our colleague

policies are given in the Directors’ Remuneration Report.

Impact on Board decisions

In order to ensure we manage our food ingredient suppliers as

efficiently as possible, we use systems and processes to assist

our engagement. We now use the Trace One system, which is

helping streamline our new product and product life cycle

management processes, whilst providing accurate allergen

information to customers more efficiently.

Impact on Board decisions

The Chief Financial Officer leads on the Board’s engagement with

institutional investors and analysts, has regular interaction with

existing and potential investors, and reports to the Board on the

key points that arise from those meetings. At each Board

meeting, a register of the top shareholdings is tabled, including

movements of buyers and sellers. Following the preliminary and

interim results roadshows, the Board receives feedback from

investors and analysts on Company performance and levels of

engagement. During the year, the Chair has met with a number

of significant shareholders, where topics under discussion

have ranged from Board succession to risk management

and sustainability.

Impact on Board decisions

Whilst the Company continues to be cash generative,

nevertheless it keeps in place a RCF of £100 million, which was

partially utilised during the year. The Board agreed that the first

extension option under the facility be invoked during the year to

extend the termination date to 2028.

Impact on Board decisions

Knowing that there are so many communities in need of our

support drives the Board to continue donating 1% of profits

to The Greggs Foundation – the donation for 2025 alone was

£3.4 million. In November 2025, over £1 million was raised for

Children in Need. Recognising that food allergens are a significant

and growing consumer issue, the Board approved further

donations to the Natasha Allergy Research Foundation,

contributing to important work in determining the causes

and prevention of food allergies.

OUR STAKEHOLDERS CONTINUED

#### STRATEGIC PILLARS

1

Great tasting, freshly prepared food and drink

2

Best customer experience

3

Competitive supply chain

4

First-class support teams

5

The Greggs Pledge

![]()

83Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### CUSTOMERS COLLEAGUES SUPPLIERS SHAREHOLDERS LENDERS COMMUNITIES

How and why we engage

As our CRM systems continue to evolve, our capacity to

understand customer sentiment toward Greggs has significantly

improved, enhancing the value of customer insights at the

boardroom level. These insights are delivered through

comprehensive reports and presentations prepared by the

customer team, alongside regular updates from the Chief

Executive regarding brand health and market share performance.

By engaging with customers in our retail locations, via our

customer care and insight teams, and through digital platforms,

we’re constantly listening and learning so we can understand how

to best serve our customers.

How and why we engage

There are currently around 33,000 Greggs colleagues, many of

them on a part-time basis to fit around their family lives. Our

culture and values remain central to attracting people to come

and work with us, and we are proud to refer to our colleagues as

our ‘secret sauce’. The ‘Our people’ section of this Annual Report

(pages 34 to 41) outlines how we engage with our colleagues. It

also provides information about our engagement with various

colleague groups, such as diversity and inclusion networks,

recognised unions, talent development initiatives, and other

engagements conducted by the Board.

How and why we engage

As a manufacturer, distributor and retailer of food, we source an

extensive variety of products ranging from proteins and salad

ingredients to commercial vehicles, company uniforms, and

various services such as shop fit-out contractors, property

consultants, marketing support and factory construction.

Building and sustaining strong relationships with our suppliers is

essential; we facilitate this through regular meetings,

collaborative projects and site visits.

How and why we engage

Our shareholders are the owners of the business, and we have

obligations to keep them apprised of significant developments.

One of the ways we do this is through our regular reporting

schedule and meetings with institutional shareholders across the

year, conducted mainly by the Chief Executive, Chief Financial

Officer and Head of Investor Relations.

We hold an ‘in-person’ AGM after which Directors mix with

attendees over a Greggs lunch. Shareholders are also given the

opportunity to engage with the respective Committee Chairs at

this meeting to discuss any matters of significance that they

want to raise. Our AGMs are well attended, and resolutions put to

the 2025 AGM were all approved by more than 95% of

shareholders voting.

How and why we engage

During the pandemic in 2020, it became clear that it would

be appropriate and prudent to have in place a formal bank

facility, and a RCF of £100 million was put in place.

That facility was refinanced during 2024. There was a

drawdown on the facility during 2025 during our peak level

of capital investment. As part of the ongoing relationship

with the commercial banks involved, the finance team provide

regular performance and covenant compliance updates

to banking partners.

How and why we engage

Supporting the communities in which we operate is fundamental

to The Greggs Pledge. Members of those communities include

colleagues who work in our shops and manufacturing centres,

and of course our customers. In areas where support is needed,

we are setting up Greggs Outlets, which sell surplus food at

discounted prices. There are now 45 such Outlets. Other support

includes sharing a percentage of profits from the Outlets with

local community projects focused on improving social mobility

and tackling food poverty. We are proud to support The Greggs

Foundation, a grant-giving organisation aiming to improve the

health and wellbeing of people living in the communities in which

we operate. We also use our shops nationwide to collect donations

on behalf of Children in Need, the Disasters Emergency

Committee, and the Royal British Legion Poppy Appeal.

1

2

4

5 1

3

4

5 1

2

3

4

5 2

4

5 1

2

3

4

5 1

5

Impact on Board decisions

With subdued consumer confidence and customers continuing

to manage their budgets carefully, understanding how customers

react to price rises has had a significant impact in ensuring our

exceptional value for money offering remains at the forefront of

decision making.

Impact on Board decisions

The recruitment and retention of talented individuals is integral

to our growth strategy. As we continue to expand our retail

presence, strong collaboration across our retail and people

teams remains essential for effective workforce planning and

recruitment initiatives. Our new supply chain facilities in Derby

and Kettering are resulting in the creation of additional

employment opportunities within these regions. The

Remuneration Committee has sight of the Greggs reward

framework, providing strategic support to the Operating Board

to ensure our continued ability to attract and retain

high-calibre colleagues.

Details of the review and improvement in some of our colleague

policies are given in the Directors’ Remuneration Report.

Impact on Board decisions

In order to ensure we manage our food ingredient suppliers as

efficiently as possible, we use systems and processes to assist

our engagement. We now use the Trace One system, which is

helping streamline our new product and product life cycle

management processes, whilst providing accurate allergen

information to customers more efficiently.

Impact on Board decisions

The Chief Financial Officer leads on the Board’s engagement with

institutional investors and analysts, has regular interaction with

existing and potential investors, and reports to the Board on the

key points that arise from those meetings. At each Board

meeting, a register of the top shareholdings is tabled, including

movements of buyers and sellers. Following the preliminary and

interim results roadshows, the Board receives feedback from

investors and analysts on Company performance and levels of

engagement. During the year, the Chair has met with a number

of significant shareholders, where topics under discussion

have ranged from Board succession to risk management

and sustainability.

Impact on Board decisions

Whilst the Company continues to be cash generative,

nevertheless it keeps in place a RCF of £100 million, which was

partially utilised during the year. The Board agreed that the first

extension option under the facility be invoked during the year to

extend the termination date to 2028.

Impact on Board decisions

Knowing that there are so many communities in need of our

support drives the Board to continue donating 1% of profits

to The Greggs Foundation – the donation for 2025 alone was

£3.4 million. In November 2025, over £1 million was raised for

Children in Need. Recognising that food allergens are a significant

and growing consumer issue, the Board approved further

donations to the Natasha Allergy Research Foundation,

contributing to important work in determining the causes

and prevention of food allergies.

![]()

84

#### COLLEAGUES

Participation in Greggs Negotiating

Committee Meetings

Participation in listening sessions

with Retail Operations Managers and

manufacturing team members

Reviewing findings from the

‘Your Opinion Matters’ survey

(see more on page 35)

Conducting visits to shops and

manufacturing and logistic sites to

engage with colleagues

OUR STAKEHOLDERS CONTINUED

Below, by stakeholder, are some examples of the activities undertaken by the Board, or relevant information that was presented to them.

#### CUSTOMERS

Market insight presentations

Pricing strategy review and impact

of inflation

Attendance at a menu tasting session

with our category and food

development teams

Presentations from the

customer insight team

#### SHAREHOLDERS

Declaration of dividends

Annual General Meeting

Share register monitoring and

development of an engagement plan

Investor relations strategy review

and the allocation of resource

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85Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Colleague engagement

Board engagement

There have been a number of engagement events across the

year when Board members had the opportunity to meet with

colleagues. These have included visits to shops and

manufacturing and logistic sites. You can read more about

the Board visit to Derby on the following pages.

Mohamed Elsarky has been the Non-Executive Director

responsible for colleague engagement, and in that role he has

worked with the People Director to plan engagement activities for

the Board. These have included visiting supply sites across the

country, and meeting with retail and supply colleagues.

Union recognition and engagement

Details of engagement with recognised unions are set out in the

‘Our people’ section of this Annual Report, on pages 34 to 41.

Rewarding the workforce

In 2026, the Board was again delighted to continue its long

tradition of sharing 10% of profits with colleagues, enabling them

to share in our success. Payments to qualifying colleagues will be

made in late March 2026. For more information about how we

reward our colleagues, please read the ‘Our people’ section of this

Annual Report on pages 34 to 41.

Shareholders

The Chair takes responsibility for ensuring that key

shareholders are aware of, and supportive of, the Board’s

approach to governance.

Regular engagement with shareholders and the analyst

community is primarily managed by the Chief Executive and Chief

Financial Officer, especially during the release of preliminary and

interim results. Outside of these periods, the Chief Financial

Officer maintains ongoing communication with investors,

providing updates on Company performance and strategic

direction. After major announcements, anonymised shareholder

feedback is submitted to the Board by UBS and Investec, the

Company’s appointed brokers, while Hudson Sandler, acting as

financial communications consultant, supplies both press and

analyst responses. In the event of significant matters within

their areas of responsibility, Committee Chairs will liaise directly

with shareholders.

Post-employment shareholding

Provision 36 of the UK Corporate Governance Code 2024 requires

the Remuneration Committee to develop a formal policy for

post-employment shareholdings. At the AGM in May 2023,

shareholders approved a new remuneration policy setting out the

post-employment holding requirement, which applies to all

Executive Directors at the level of the shareholding guideline

prior to departure or the actual shareholding on departure if

lower. Full details can be seen in the Directors’ Remuneration

Report on pages 95 to 119.

Other stakeholder considerations

Greggs is committed to acting fairly towards all stakeholders of

the Company. Details regarding the environmental impact of the

Company’s operations are provided in The Greggs Pledge section

and in our TCFD Report (pages 42 to 56). The business conduct

policy is available on our website.

Roisin Currie

Chief Executive

3 March 2026

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8686

OUR STAKEHOLDERS CONTINUED

#### A NEW HUB A NEW HUB

#### FOR GROWTHFOR GROWTH

In September 2025, the Board held its

meeting at our new Derby site. The visit gave

members their first chance to see the scale

and potential of this purpose-built facility,

which will play a central role in supporting

Greggs long-term growth.

The decision to invest in Derby forms part of our wider strategy to

expand our manufacturing and logistics network in line with our

ambition to serve up to 3,500 shops across the UK. The site will

provide significant extra capacity across our frozen sweet and

savoury products, strengthen the resilience of our network, and

create space for future innovation. It also supports our plan to build

a more efficient and sustainable supply chain for the years ahead.

#### BOARD VISIT TO THE NEW DERBY SITE

#### SEPTEMBER 2025

OUR AMBITION

3,500

shops served across the UK

14,000

pallet spaces at Derby site

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87Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

On arrival, the Board was welcomed by Simon Long, Head of

Manufacturing and Martin Miller, Head of Engineering, who

introduced the site to them and outlined the development journey

from initial ground breaking in early 2024, through to handover.

The facility was still not due to be handed over to Greggs for

another ten weeks and Board members were particularly

impressed to see office areas already up and running, thanks to

colleagues who had worked at pace to prepare the site.

The tour highlighted the advanced automation that will support

Derby’s future operations. The facility includes a large frozen

goods storage system with around 14,000 pallet spaces, served

by automated cranes and shuttles that move products efficiently

through the building. Pallets are checked and transported

automatically from production lines or inbound docks before

being placed into storage.

Shop orders will also be fulfilled using automated technology.

Nine robotic picking cells work together to pick trays for individual

shops, which are then grouped and moved directly to outbound

loading docks. The system is designed to keep running even if one

area needs to pause, helping ensure reliability and continuity. This

investment will also reduce the amount of work we outsource and

supports the ongoing modernisation of our logistics fleet and

planning capability.

#### “The decision to invest in Derby

#### forms part of our wider strategy

#### to expand our manufacturing

#### and logistics network in line

#### with our ambition to serve up

#### to 3,500 shops across the UK.”

Sustainability has been built into the site from the start. Derby

includes a shared Energy Centre that recycles heat from

refrigeration, as well as rainwater harvesting, rooftop solar panels

and electric vehicle charging points. Automation brings further

environmental benefits by improving energy efficiency, reducing

waste and using less land than a traditional warehouse. It also

reduces the need for colleagues to work in very cold environments.

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88

AUDIT COMMITTEE REPORT

#### AUDIT COMMITTEE REPORTAUDIT COMMITTEE REPORT

Dear Shareholder

I am pleased to present the Committee’s report for the 52 weeks

ended 27 December 2025.

The Committee plays an important part in the Company’s

governance framework providing independent oversight and

robust challenge on the integrity of financial reporting (inclusive

of the financial statements and any formal announcements

regarding the Company’s financial performance), quality and

effectiveness of internal and external audit, risk management and

the system of internal control.

In this report, I aim to share some of the Committee’s discussions

from the year, providing insight regarding the role of the

Committee, the main matters considered by it during the year and

the conclusions drawn. The Committee meets formally at key

times within the reporting calendar and the agendas for its

meetings are designed to cover all significant areas of risk over

the course of the year and to provide oversight and challenge to

the key financial judgements, controls and processes that

operate within the Company.

During 2025, in addition to its regular oversight responsibilities,

the Committee has:

•  Continued planning for the introduction of the new

requirement introduced in the UK Corporate Governance Code

2024 (the ‘Code’) for an annual report declaration on the

effectiveness of material controls from 2026. The Committee

has reviewed the risk and internal control framework and

established the elements that should be considered material

controls. An assurance framework over these controls has

been substantially developed and verified during the year.

•  Continued to oversee the development of the Company’s

approach to risk management, including a specific focus on

generative AI, cyber security and data governance.

•  Overseen the upgrade of the Company’s accounting system as

part of the transition to an updated ERP system, SAP

S/4HANA. The finance and procurement module was

successfully implemented during 2025.

•  Agreed and implemented a fraud risk assessment policy

and procedure.

The Committee continues to keep its activities under review in

the light of the Government’s audit and governance reform

agenda. Key priorities for the Committee during 2026 will be:

•  Further work implementing and testing the assurance

framework over material controls that will enable the Board to

meet the reporting requirements of the Code as they come

into force from 2026.

•  Continuing to oversee the transition to an updated ERP

system, SAP S/4HANA, following the successful

implementation of the initial phase during 2025.

•  Continued governance with a strengthened focus on controls

over generative AI, cyber security and data governance as

their increased use and fast-changing nature continues to

present new risks for the Company.

•  Monitoring management’s preparations for new climate

reporting frameworks/standards, including the anticipated

introduction of the two UK Sustainability Reporting Standards

and overseeing the quality and reliability of the underlying data

and reported metrics.

•  Commissioning an external review of the effectiveness of the

internal audit function, to be carried out during the year. This

will give the Committee an independent view on the audit

provision delivered by the business assurance team, and

ensure it remains effective, credible and fit for the future.

Overall, I am satisfied that the activities of the Committee enable

it to gain a good understanding of the key matters impacting the

Company during the year along with oversight of the governance

over and operation of its key controls, and ultimately to draw the

conclusions set out in the following report.

As announced in December 2025, I step down from the Board and

as Chair of the Audit Committee on 6 March 2026. Serving in this

role has been a privilege, and I am proud of the Committee’s work

in overseeing financial reporting integrity, risk management and

internal controls. I would like to thank my fellow Committee

members, management and our external auditors for their

support and collaboration throughout my tenure. I hand over the

role of Audit Committee Chair to Richard Smothers who joined

the Board on 1 February 2026 and I am confident that the

Committee will continue to uphold the highest standards of

governance under his leadership.

Kate Ferry

Chair of the Audit Committee

3 March 2026

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89Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Composition

In 2025, the Audit Committee has been comprised of

the following:

Kate Ferry (Chair)

Mohamed Elsarky

Lynne Weedall

Nigel Mills

Tamara Rogers

Richard Smothers (from 1 February 2026)

It is the practice of the Company for all independent Non-

Executive Directors to serve as members of the Audit

Committee.

Training is provided for any new members of the Audit Committee

by way of a thorough induction process which includes access to

the external auditor, the Head of Business Assurance and

relevant members of management.

The Committee provides independent and robust challenge to

management and our internal and external auditors, ensures

there are effective and high-quality controls in place and that

appropriate judgements are taken, with a particular focus on

matters that involve either a high degree of judgement and/or are

significant to the accounts.

The Directors’ biographies on pages 70 to 72 detail the Committee

members’ previous experience and demonstrate that they have

experience individually in a range of disciplines relevant to

Greggs’ business. The Board considers that Kate Ferry and

Richard Smothers have recent and relevant financial experience.

Role and responsibilities

The terms of reference of the Committee were refreshed in 2024

and can be accessed at: http://corporate.greggs.co.uk/investors/

corporate-governance.

The key responsibilities of the Audit Committee are:

•  Ensuring that the accounting and financial policies and

practices of the Company are proper and effective;

•  Assisting the Board in fulfilling its oversight responsibilities

by monitoring the integrity of the accounts and information

published by the Company, and reviewing and challenging

significant financial judgements contained in them;

•  Advising the Board on whether it believes the Annual Report

and Accounts, taken as a whole, is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Company’s position and

performance, business model and strategy;

•  Reviewing the internal financial controls and the Group’s

approach to risk management;

•  Overseeing whistleblowing arrangements;

•  Monitoring compliance with the Listing Rules and the

recommendations of the Code;

•  Overseeing the Company’s internal auditors and reviewing the

effectiveness and objectivity of the audit process;

•  Overseeing the Company’s external auditors, reviewing their

independence and objectivity and monitoring the

effectiveness of the audit process;

•  Developing and implementing policy on the external auditor’s

provision of non-audit services; and

•  Reporting to the Board on how it has discharged

its responsibilities.

Meetings during the year

The Audit Committee met four times during the year. Details of

Committee members’ attendance are given on page 76. Detailed

papers are prepared and circulated in advance of Committee

meetings by both management (including internal audit) and the

external auditor, thereby allowing informed discussions,

challenge and decision making to take place at meetings.

The Committee normally invites the Company Chair, the

Executive Directors, the Head of Business Assurance and the

external auditor to attend its meetings. Time is set aside

bi-annually for discussion with the external auditor and with the

Head of Business Assurance, in each case in the absence of all

Executive Directors. The Committee also has access to the

Company’s management team and to its auditor and can seek

further professional advice, at the Company’s cost, if required.

The Chair has regular contact with the Chief Financial Officer,

and internal and external auditors, in addition to scheduled

Committee meetings to ensure that emerging issues are

addressed. They also have access to an audit partner

independent of the partner responsible for the audit.

Financial reporting

In 2025 the Audit Committee reviewed the 2024 preliminary

results announcement and Annual Report, the 2025 interim

results, and reports from the external auditor on the outcome

of their reviews and audits.

During the year, and up to the date of this report, the Committee

considered key accounting issues and judgements and related

disclosures in the Group’s accounts. The significant areas

of judgement considered by the Committee in relation to the

accounts for the 52 weeks ended 27 December 2025 are

as follows:

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90

AUDIT COMMITTEE REPORT CONTINUED

Area of focus Action taken

Impairment of shop assets

Property, plant and equipment and right-of-use assets are reviewed for impairment if events or changes in

circumstances indicate that the carrying value may not be recoverable. When a review for impairment is conducted

the recoverable amount is estimated based on either value-in-use calculations or fair value less costs of disposal.

Value-in-use calculations are based on management’s estimate of future cash flows generated by the assets and an

appropriate discount rate. Consideration is also given to whether the impairment assessments made in prior years

remain appropriate based on the latest expectations in respect of recoverable amount. Where it is concluded that the

impairment has reduced, a reversal of the impairment is recorded to the carrying value that would have been

recognised if the original impairment had not occurred, net of depreciation that would have been charged.

Management do not consider that there is a global indicator of impairment across the Group’s asset base. Where

indicators of impairments exist for specific cash-generating units (CGUs), with each individual shop considered its

own CGU, then an impairment review was performed to calculate the recoverable value using the assumptions set

out in the basis of preparation on page 135.

As a result of this review, a net impairment charge of £6.9 million has been recognised in 2025 (2024:£5.0 million)

resulting in an impairment provision of £13.9 million being retained at 27 December 2025 in respect of shop fittings

and right-of-use assets for 167 shops, of which £7.0 million relates to fixtures and fittings and £6.9 million relates to

right-of-use assets.

The sensitivities of the assumptions on this amount are also set out on page 136.

The Committee reviewed and concurred with management’s assessment that there

is no global indicator of impairment and that the company-managed shops should be

assessed on an individual basis for impairment where there are indicators of

impairment for that CGU.

It has reviewed the assumptions made and the resulting impairment charges and has

concluded that the principles and judgements applied were appropriate.

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91Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Area of focus Action taken

Fair, balanced and understandable

The Committee is responsible for advising the Board on whether it believes the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable.

The Committee received a report from the Head of Business Assurance, who is not

involved in the preparation of the Annual Report and Accounts and who conducted

an independent review of it. The following factors were considered during the course

of this review:

•  Ensuring that all the statements are consistent with one another;

•  Verifying that figures in the narrative sections are consistent with the relevant

financial detail;

•  Identifying any duplication of information;

•  Confirming that ‘bad news’ is included, as well as ‘good news’; and

•  Highlighting any inappropriate use of technical language or jargon.

The Audit Committee considered the feedback from this report alongside its own

review of the Annual Report and Accounts when making its recommendation to the

Board regarding fair, balanced and understandable.

Going concern

The accounts continue to be prepared on a going concern basis.

Information provided by the Chief Financial Officer regarding future financial plans,

risks and liquidity was presented to the Committee to enable it to determine whether

the going concern basis of accounting remained appropriate.

The Committee reviewed and challenged the assumptions used and concluded

that the Board is able to make the going concern statement on page 80 of the

Directors’ Report.

Viability

The Board is required to consider the period over which it is able to conclude that the Company will remain viable,

having taken into account severe but plausible risks and risk combinations.

The Committee reviewed the process undertaken by management to support and

allow the Directors to assess the Group’s long-term prospects and make its viability

statement. The Committee considered and provided input into the determination of

which of the Group’s principal risks and combinations thereof might have an impact

on the Group’s liquidity and solvency.

The Committee reviewed the results of management’s scenario modelling and the

stress testing of these models. It also reviewed and challenged the assumptions

used and concluded that the Board is able to make the viability statement on page 69

of the Strategic Report.

92

AUDIT COMMITTEE REPORT CONTINUED

The Committee also considered other key accounting issues and related disclosures in the Group’s

accounts as follows:

•  Whether the principles and judgements applied when management recognise the obligation to

make lease payments under IFRS 16 remain appropriate;

•  Whether the treatment and disclosure of material items of income or expense in the year is

appropriate, together with the FRC’s guidance on the subject;

•  Whether the assumptions made in valuing the defined benefit pension scheme liabilities remain

appropriate, including consideration of the discount rate, inflation rates and mortality rates;

•  Whether any changes in accounting policy were required following changes in the business

or in legislation;

•  Whether the Company’s tax policy remains appropriate;

•  The impact of changes in accounting standards and their relevance, if any, to the Company;

•  Whether the Company has considered the FRC’s key disclosure expectations; and

•  Reports from the Company Secretary and Chief Financial Officer which assess the Company’s

compliance with the Listing Rules.

Sustainability reporting

The Committee plays a key role in the governance of climate-related reporting, including overseeing

the process adopted in relation to identification of the Company’s climate-related risks and

opportunities and the associated reporting of the Company’s TCFD disclosures which are set out on

pages 46 to 56. The Committee continues to monitor developments in sustainability reporting and

will consider the requirements of the two new standards issued by the International Sustainability

Standards Board once the UK’s endorsement and adoption of these standards is clear. It will also

oversee the ongoing development of the Company’s transition plan.

External audit

The Committee has followed the Audit Committees and External Audit: Minimum Standard.

Assessing external audit effectiveness

The Audit Committee discussed and agreed the scope of the audit with the external auditor and

agreed their fees in respect of the audit.

The Committee reviewed the effectiveness of the external audit in line with the FRC’s ‘Practice aid for

audit committees’ (December 2019). It sought feedback from senior management, by way of a

detailed questionnaire, in respect of the effectiveness of the audit process.

The Committee also considered the effectiveness of the audit through the reporting from and

communications with the auditor and an assessment of the auditor’s approach to key areas of

judgement and any errors identified during the course of the audit.

The Committee concluded that the audit was effective and that the relationship with and

effectiveness of the external auditor be kept under review.

Appointing the auditor and safeguards on non-audit services

The Committee’s policy on auditor appointment is to consider annually whether to conduct an audit

tender for audit quality or independence reasons. During 2020 the Audit Committee conducted a full

tender exercise for the appointment of a new auditor which resulted in the appointment of RSM UK

Audit LLP (RSM) as auditor at the AGM in May 2021.

It is the responsibility of the Committee to monitor the independence and objectivity of the

external auditor (including the impact of any non-audit work undertaken by it) and its suitability

for reappointment.

The Company has a formal policy to ensure that the provision of non-audit services by the external

auditor for non-audit work does not compromise the auditor’s independence or objectivity. It

monitors the level and type of non-audit fees on an annual basis and ensures that the overall level

of non-audit fees remains in line with current ethical guidance governing the accounting profession.

The Audit Committee favours a presumption that non-audit work will be awarded to a firm other

than the audit firm unless there is a good reason to use the auditor. An annual base plan for non-

audit fees paid to the external auditor is agreed in advance by the Audit Committee. Expenditure in

accordance with this plan can then be committed without further referral to the Audit Committee.

Expenditure that is not included in the agreed plan is subject to strict authority limits and is reviewed

by the Committee.

All use of the external auditor for non-audit work must be reported to and approved by the

Committee. In circumstances where non-audit fees are significant relative to the audit fee an

explanation would be provided in the subsequent Audit Committee Report. In addition, the Audit

Committee ensures that the external auditor has its own policies and is subject to professional

standards designed to safeguard their independence as auditor.

The Audit Committee has reviewed whether, and is satisfied that, the Company’s current auditor,

RSM, continues to be objective and independent of the Company. The Committee has approved RSM

to provide non-audit services during 2025 in respect of the review of turnover certificates as

required by certain shop landlords. Fees of £16,500 were billed during the year for turnover

certificate reviews, which represents 4.6% of the audit fee for the year.

During the year the Committee agreed an additional fee of £10,000 in respect of the 2024 audit

resulting from some non-recurring testing required for that audit.

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93Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Appointment of auditor

In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of

RSM UK Audit LLP will be proposed at the forthcoming AGM. The length of their tenure as external

auditor is five years.

Risk management and internal control

Internal control framework

Greggs has an internal control environment designed to protect the business, its customers and

our colleagues from the risks that it faces. Management is responsible for establishing and

maintaining adequate internal controls and the Audit Committee has responsibility for ensuring

the effectiveness of these controls.

The Head of Business Assurance provides an update on Greggs’ internal control environment at

every Audit Committee meeting, from both risk management and internal audit perspectives.

This frequency of reporting ensures timely escalation of any key issues. Whilst the Committee is

updated on all internal audit activity, any reports concluding only limited assurance are considered

in greater detail. When required, the Operating Board member responsible for the area being audited

will attend the Committee meeting to provide a summary of any actions taken or planned in

response. This gives Committee members assurance that any control weaknesses identified are

being addressed.

As required by the revision to the Code, the Audit Committee continues to work towards being able

to declare the effectiveness of all of our material controls, which is a requirement from 1 January

2026. We have defined all of our material controls and identified the relevant assurance sources,

confirming that these are suitably robust.

The Committee considers the matters described above to be the main features of the Group’s

internal control and risk management systems in relation to the financial reporting process for the

undertakings included in the consolidation as a whole. The Committee has reviewed the Company’s

internal control environment and is satisfied that procedures are in place to ensure that assets are

well protected, authority levels for expenditure are clear, segregation of duties exists and

performance is regularly monitored. Processes are in place to ensure that key controls are being

operated and compliance with these processes is the subject of inspection by the internal audit

team within the business assurance function, and subsequent review and oversight by the

Audit Committee.

Whistleblowing

The Company’s whistleblowing policy is available to all employees via our ‘People Hub’, an electronic

repository of all relevant colleague information. Posters are displayed in our shops, supply sites and

offices. Colleagues are guided regarding how to raise a concern in strict confidence, and the

process incorporates three escalation levels.

Our Audit Committee Chair is the ultimate contact and resolution point for this process, and

received a small number of contacts during the year. All issues raised were thoroughly investigated

and successfully resolved.

Risk management process

The Audit Committee receives an update on risk management at each of its meetings. An annual

report provides detail on the overall process to identify, evaluate, monitor and manage risk. This

allows the Committee to meet its obligation to oversee the effectiveness of risk management,

and to confirm to the Board that arrangements remain appropriate.

The risk management process is explained in more detail on pages 62 to 69.The Committee has

reviewed the risk management process and is satisfied that appropriate arrangements are in place

to ensure that existing risks are properly managed across the business and that processes are in

place to identify and consider any new and emerging risks in a timely manner.

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94

During the year, the Audit Committee’s activities and discussions have included the following:

Area of focus  Action taken

Financial reporting All judgemental areas in the accounts are considered by the Committee,

to provide independent challenge to the process.

TCFD The Committee considered and agreed the proposed statement regarding

TCFD disclosure requirements.

Cyber risk and

information security

Cyber risk and information security is considered at all Audit Committee

meetings, with an update on activity from a risk management perspective.

This ensures a focus on cyber resilience and an awareness of any changes

in levels of risk.

Risk management The Audit Committee has received updates on the continued development

of the Company’s approach to risk management, including discussions on

risk appetite and engagement with the wider business.

Business conduct

policy

As a key control over governance, the Committee received assurance that

senior colleagues within Greggs complied with the requirements of our

business conduct policy throughout the year, mitigating risks associated

with bribery, fraud and inappropriate behaviour.

New and emerging

risks

New and emerging risks are raised as they arise, and are then discussed

by members of the Risk Committee at its next meeting. Any significant

matters are escalated to the Audit Committee for further discussion via

the Risk Committee Chair’s report.

Review of principal

risks and

uncertainties

The Risk Committee discussed and developed the content of the statement

of principal risks and uncertainties, based on our strategic risk register.

This was subsequently considered, challenged and approved by the Audit

Committee. The statement can be found on pages 65 to 68.

Viability and going

concern status

As part of the annual reporting process, the Committee has reviewed and

agreed the viability statement and the various scenarios modelled within it,

ensuring effective assessment and disclosure.

Effectiveness of

internal and external

audit

The Committee has reviewed the work and output of the internal audit

function during the year. The function’s effectiveness throughout the year is

formally considered on an annual basis within the year end processes.

An annual review of the external audit is also conducted.

Internal audit

The work of the internal audit function is set out in more detail within the Risk management section

on pages 62 to 69 of this Annual Report. The function is led by the Head of Business Assurance,

supported by a team of 31 auditors. The majority of the audit resource is focused within the retail

estate, including our franchise shops, providing the Audit Committee with assurance that the

required controls for safe operation are in place and operating effectively in all shops.

An annual audit plan is presented each year to the Audit Committee for approval, setting out how

the resource will be allocated across the business. Progress against this plan is monitored at

subsequent meetings. The effectiveness of the team and its level of resource are reviewed by the

Committee annually, including a consideration of outputs, and feedback received from the areas

of the business that have been audited.

Committee effectiveness

As noted in the Governance Report on page 75, there was an externally facilitated evaluation

of the Board and its Committees during 2024. The evaluation for 2025 was therefore conducted

internally using an online tool which generated a report specifically relating to the Audit Committee.

The Committee has considered the results of this evaluation and is satisfied that it is

operating effectively.

Kate Ferry

Chair of the Audit Committee

3 March 2026

AUDIT COMMITTEE REPORT CONTINUED

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95Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

#### DIRECTORS’ REMUNERATION REPORTDIRECTORS’ REMUNERATION REPORT

Dear Shareholder

On behalf of the Remuneration Committee (the ‘Committee’), I am

pleased to present our Directors’ Remuneration Report for 2025

(the ‘Report’).

The Committee has always had a transparent approach to

remuneration at Greggs. A key focus continues to be workforce

fairness and the pay arrangements and support provided to our

colleagues across the business. Our people are at the heart of our

business and what makes us successful. Supporting our

colleagues and protecting our culture, alongside our shareholders’

and wider stakeholders’ interests, remains our priority. Our Report

aims to be clear, simple and easy-to-read, providing explanations

and rationale for our decision making in the context of Company

performance, the longer-term Company strategy (including ESG

priorities) and pay arrangements for the wider workforce.

The Report is made up of three key sections:

•  My annual Chair’s letter.

•  Our new Directors’ remuneration policy, which will operate for

the three years commencing with the 2026 financial year. This

new policy will be tabled at our AGM on 13 May 2026 to be

formally agreed by shareholders by way of a binding vote.

•  Our Annual Remuneration Report, split into sections that

set out:

A. How our policy links to Company strategy and reward

across the wider workforce;

B. Remuneration Committee activity for the 52 weeks ended

27 December 2025;

C. How Directors’ remuneration will be implemented in 2026 in

line with our new proposed three-year policy; and

D. How our remuneration policy was implemented in 2025.

This is an audited section of the Report outlining the

remuneration of the Executive and Non-Executive

Directors during the 52 weeks ended 27 December 2025.

The Annual Remuneration Report, together with this Chair’s

letter, will be subject to an advisory shareholder vote at the

2026 AGM.

Remuneration policy

Our remuneration policy for Executive Directors consists of the

following elements:

•  Fixed pay – base salary, pension and benefits; and

•  Variable pay – annual bonus (paid in both cash and deferred

shares) and Performance Share Plan (PSP) measuring

long-term performance and delivered in shares.

New three-year remuneration policy

During 2025, the Committee undertook an extensive review of our

current policy, taking into account the remuneration for the wider

workforce, the views of our shareholders and the sensitivities

around Directors’ remuneration. The Committee also considered

our historical approach to pay in that we have always acted with

restraint on executive remuneration. Pay outcomes have been

strongly linked to overall business performance, aligned to the

broader employee experience and we have had a history of strong

shareholder support for our remuneration policy and practices.

Following this review and the feedback received from major

shareholders during a consultation exercise, outlined below are

the proposed changes to the remuneration policy, which we

believe continue to be restrained but are also appropriate for the

next three-year policy period. The policy is fully compliant with the

UK Corporate Governance Code 2024 (the ‘Code’) and the

Remuneration Principles published by the Investment Association.

We are introducing some additional flexibility as outlined in this

letter in terms of incentive opportunities to ensure they reflect the

size, scale and complexity of the business, the competitive market

we operate in and the policy is future proofed as we continue to

grow and evolve.

Proposed policy approach

As Greggs has scaled as a business, we have worked hard to

ensure that we are now in a position where we pay at a broadly

mid-market level across the entire business. However, we have

not moved our Executive Directors’ packages at the same pace as,

particularly over the last few years, we have been mindful of

supporting our workforce through cost-of-living challenges and

therefore focused more on front line colleague remuneration.

With the size of business that Greggs is now, and having

completed the work to ensure colleague remuneration is

competitive, we are increasingly uncomfortable with paying the

Executive Directors markedly below a mid-market level and feel

that now is the right time to address this in part.

For the Executive Directors, the gap to a mid-market position is

across all aspects of the remuneration package, including salary,

bonus and long-term incentive (PSP). The Committee is committed

to addressing the salary shortfall in due course but considers that

now is not the right time. In addition, with the exception of some

additional flexibility to cover exceptional circumstances, we do not

propose to make fundamental changes to the limits in the current

policy which were approved by shareholders in 2023. Instead, for

this new policy period, to provide the right level of incentive to

accelerate our business performance, to recognise the excellent

personal performance from our Executive Directors and to ensure

we are addressing the below-market positioning in the right way,

we are increasing the bonus and PSP award opportunities (as a

percentage of salary) for the Executive Directors for 2026 to the

maximum levels set out in the 2023 policy. This will bring both

percentages to a mid-market level (albeit still referenced off a

below-market salary) after many years during which incentives

have been set at levels well below the market norm. We will keep

the salary positioning under review over the policy period.

DIRECTORS’ REMUNERATION REPORT

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96

The stated bonus maximum in the policy will remain at 150% of

base salary. The maximum bonus opportunity for 2026 will be at

this level which represents an increase from the 125% limit we

have applied in recent years under the 2023 policy. Separately, the

maximum amount of bonus payable for threshold performance

under the policy will remain at 25% of the bonus opportunity. For

2026, we will apply this 25% level in the bonus design. In previous

years, the threshold payout level has been set at 10% of maximum,

but this is below-market and further compounds the issues with

the lack of competitiveness of the overall package.

The maximum PSP award size as set out in the policy remains

unchanged at 200% of salary for the Chief Executive, and 175% of

salary for the Chief Financial Officer. We will grant PSP awards at

these levels in 2026, which represents a change in our past

practice of granting at 150% of salary. We remain committed to

setting suitably stretching performance targets for our incentive

plans and have a good track record of doing so. We will ensure we

remain mindful of the link between shareholder experience and

colleague alignment with incentive plan outcomes.

To ensure our policy is future proofed and includes the flexibility to

encompass the business growth strategy, market developments

and, in particular succession planning, we are adding headroom

into the new policy to allow the maximum bonus level to be

increased up to 200% of salary and the PSP award size to be up to

250% of salary. This additional headroom for the bonus and PSP

would only be used in exceptional circumstances, for example, to

provide flexibility for succession planning, as circumstances

dictate. This is viewed as a suitable approach for managing events

that may occur over the lifetime of the policy, and we will provide a

full explanation at the time of any circumstances which warrant

the use of these special provisions.

Market positioning before and after policy changes

CFOCEO

Sector Peer

Group

Market Cap

Group

Sector Peer

Group

Market Cap

Group

£3,000

£2,500

£2,000

£1,500

£1,000

Total target remuneration £’000

Upper quartile

Lower quartile

Proposed

Current

Median

As one of several reference points we have used relevant market

benchmark data to support the proposals. The chart above shows

the total target remuneration compared to companies of a similar

size. It also shows how the total target remuneration remains well

below the market median currently. The chart includes data from

two peer data sets: (1) a sector group of other listed food

producers and retailers of a similar size to Greggs, and (2) a wider

pan-sector group of other UK-listed companies of a similar size

to Greggs.

Shareholder consultation

We have a long history of consulting major shareholders on changes

to the Directors’ remuneration policy and its implementation, and

this year was no different. Before making the final decisions on the

new policy, we embarked on a significant consultation exercise,

seeking the views of shareholders representing approximately 45%

of the issued share capital. We also included the major investor

representative bodies and proxy advisers in our engagement. We

received some very helpful feedback and comments from those

consulted, with the majority sympathetic to our desire to ensure

that pay levels for the Executive Directors appropriately reflect their

experience, performance and responsibilities running a company of

the size and scale of Greggs. There was support for our proposals to

increase remuneration levels through the incentive schemes rather

than changes to fixed pay currently, with an understandable focus

on ensuring that we operate our plans with performance conditions

which are linked to the business strategy and which incorporate

appropriate stretch. Following the consultation exercise, the

Committee reflected on all comments received, made the

amendment of adding TSR as a PSP metric and decided to proceed

with taking forward the other proposed changes to the 2026 AGM.

Consideration of the wider workforce

Our colleagues are central to our continued financial success and

with this in mind, the Committee carefully monitors and reviews

the effectiveness of the Directors’ remuneration policy and its

impact on and alignment with the remuneration policies in the

wider workforce. To support decisions on the development of the

new remuneration policy and Executive Directors’ pay, the

Committee is provided with information detailing the pay and

benefits of the wider workforce which gives additional context for

its decision making. As well as specific sessions held with

colleagues to discuss the work of the Committee, our current

remuneration policy and how reward is structured across the

business, members of the Committee have engaged with

colleagues through our various forums and listening groups

throughout 2025 to continue to understand the colleague

experience at Greggs.

The Committee is pleased to see the significant support provided

to the wider workforce in the last three years both across base

pay awards, as well as supporting additional benefits for our

teams such as paid breaks and profit share. In the last three years

the total base pay increase for our wider workforce has been

18.5%, and, in reaction to colleague feedback, we have increased

our matched pension contributions from 4% to 7% thereby

aligning the pension offering for all colleagues across Greggs,

significantly enhanced our family leave policies, increased the

level of colleague discount by 10% and, in order to further

encourage colleague share ownership in the business, we

reduced the eligibility criteria to three months service to

participate in our all-colleague share schemes with around 15%

of our eligible colleagues participating.

DIRECTORS’ REMUNERATION REPORT CONTINUED

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97Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

For 2026, we continue to face significant headwinds as a

business as we address the impact of continued increases to the

National Living Wage as well as the cost implications of the

Employment Rights Bill. Through our collective bargaining

agreement with our unions, which covers 98% of our workforce,

we settled our pay award this year and agreed to change the

implementation date of the pay award to April. To support this

transition, in 2026, the agreed pay award for our teams will be

implemented in two stages – stage one in January 2026 and

stage two in April 2026. We have agreed a total increase of 50

pence per hour on all our hourly rates of pay with 15 pence per

hour being applied from 4 January 2026 and an additional 35

pence per hour being applied from 29 March 2026. This ensures

that we continue to protect the pay differentials between our

hourly paid roles. For our colleagues on lower rates of pay such as

retail team members and production and warehouse operatives

(over 21,000 colleagues) this was the equivalent of a 4% increase

on their base rate of pay and for our hourly paid retail shift

managers this was the equivalent of a 3.8% increase on their

base rate of pay. For all our salaried colleagues, including our

shop managers we agreed a 3.2% increase, again implemented in

two stages, with 1.2% applied from 1 January 2026 and an

additional 2% awarded from 1 April 2026.

Unlike many other similar companies, we also continue to pay

breaks to our front line colleagues in both retail and supply which,

as they tell us, supports their wellbeing.

Our graded management team’s pay review has also moved to

April 2026 and will be in April moving forward. As part of this

transition, they were awarded an increase of 3.2% implemented

in two stages with 1.2% applied from 1 January 2026 and an

additional 2% awarded from 1 April 2026

Finally, one of the unique aspects of Greggs remuneration approach

continues to be profit share – 10% of all our profits are shared with

eligible colleagues. We are delighted to say that the profit share

payment this year will see over 27,000 colleagues benefiting from

this additional payment that will be made in March 2026.

Business performance in 2025 and incentive outcomes

Greggs navigated a challenging market in 2025, increasing

market share and maintaining the competitiveness of its offer

despite the headwinds. The financial outcome reflected those

headwinds but has been well managed and has not distracted the

team from the significant opportunities that lie ahead. In 2025 we

delivered further sales growth through new shop openings and

the development of further partnerships to improve access to the

brand. Subdued consumer confidence impacted margins, but our

growth strategy remains intact, focusing on developing additional

income streams and accelerating cost efficiencies, building on

those made in 2025. Underlying operating profit was 4% lower

than in the previous year, the result of increased fixed costs in

respect of manufacturing, logistics and technology capacity and

the operating leverage impact of lower like-for-like volumes.

Bonus 2025

As disclosed last year, the annual bonus scheme for 2025 was set

up with performance targets based on profit (50%), sales (20%)

and strategic objectives (30%). We set very stretching target

ranges which were designed to ensure that bonus payments

would only be made for superior levels of performance. This

included profit targets designed to incentivise profitable growth,

sales targets to deliver like-for-like growth and separate

objectives linked to driving forward our strategic growth plans in

the areas of cost savings, evening sales, basket size, digital

transactions and the implementation of our SAP IT system

upgrade programme to the SAP S/4HANA platform.

As noted above, in what has been a challenging year for the

business, a number of these measures did not meet the trigger

level of payout and consequently the overall performance

resulted in a bonus payout of 18.3% of the maximum. The

Committee recognises that the targets were stretching in tough

market conditions and noted that market share gains were made.

The Committee carefully reviewed management’s performance

against these targets, taking the full business and market context

and stakeholder experience into account and determined that

this level of payout was appropriate with no need to apply

discretion. Please refer to pages 113 and 114 in the Report for a full

breakdown of the bonus.

PSP awards vesting for the performance period 2023-25

The three-year performance period for the PSP awards made in

May 2023 and due to vest in May 2026 ended on 27 December 2025.

45% of these awards was based on average annual growth in

earnings per share (EPS) in the three financial years commencing

FY2023, with a further 45% based on the average ROCE over the

three financial years commencing FY2023. A final 10% was based

on targets related to a significant reduction to our Scope 1 and 2

CO

2

emissions. In the event, there has been no payout under the

EPS element of the plan and a small payout at 17.1% under the

ROCE element of the plan. The ESG element paid out at 10%,

giving a total vesting performance of 27.1% for the total award.

The Committee has reviewed this outcome in the context of

wider business performance and stakeholder experience over the

performance period and is very comfortable that vesting is

justified at this level with no need to apply discretion to adjust

the outcome. We will also apply dividend equivalent payments to

the vested PSP awards in line with standard market practice

(which our current policy and PSP rules permit but which have not

been applied to date).

The incentive schemes include malus and clawback provisions.

The Committee was not required to operate these provisions

during 2025.

Approach for 2026

As we move ahead with our growth plans, we continue to focus

on the strategic pillars of our business model and the four key

growth drivers to reach our potential in the years ahead,

underpinned by The Greggs Pledge. Our remuneration approach

continues to align with this strategy. While continuing to act

with restraint in remuneration matters, we believe we have a

new policy and incentive plans that strike the right balance of

setting stretching but achievable targets. We ensure we set

98

targets that drive the right decisions for the business, support

the wider workforce and shareholders, and, at the same time,

motivate our management teams and therefore enable the

retention and recruitment of senior talent. We ensure that the

targets set for our Executive Directors (across both bonus and

long-term incentive schemes) flow through to our graded

management teams eligible for these schemes to ensure we

have total alignment across the organisation and all teams are

working towards the same goals.

Salaries and fees

We have once again reviewed carefully the approach taken with

the wider workforce when considering the approach to salary for

the Executive Directors for the year ahead. As noted above, over

64% of our workforce has received a pay increase in 2026 of 4%

with 86% receiving 3.7% or more. As outlined earlier, moving

forward our pay awards will now take place in April and to support

this transition for our wider workforce this pay increase has been

implemented in two stages for 2026.

Subsequently the Committee reviewed the pay award of both the

Executive Directors and Operating Board and agreed that the

awards should be in line with the increase awarded to our salaried

colleagues across the wider workforce of 3.2%. This (and future

pay awards) will be implemented from April and unlike our wider

workforce we will not be awarding an interim increase in January

2026 for our Executive Directors and Operating Board. Following

the full remuneration policy review, and only when the time is

right, we will consider increasing the base salary levels for the

Chief Executive and Chief Financial Officer closer to a mid-

market level. Considering the tight cost controls within the

business, we do not propose any salary increases for FY2026

above the workforce average increase and believe that the

increase to incentive opportunities will be a better way to

increase (potential) remuneration in the short term.

A consistent approach was taken in relation to the fees and

timing of implementation, for the Board Chair and other

Non-Executive Directors’ fees, which will also be increased by

3.2% as of April 2026.

Annual bonus

The maximum bonus opportunity for the Chief Executive and the

Chief Financial Officer will increase to 150% of salary. In addition,

as outlined above, the amount payable for threshold performance

under the bonus scheme will increase from 10% to 25%

of maximum.

The current performance measures – profit (50%), sales (20%) and

strategic objectives (30%) – remain appropriate and no changes are

proposed to these weightings. Profit and sales are critically

important to Greggs and are measures that are closely monitored

by the market as indicators of the financial health of the business.

The strategic objectives consist of separate elements with 10%

based on business efficiency/cost savings, 10% based on a

customer satisfaction metric and 10% based on the next phase

of implementation of our SAP IT system upgrade programme.

The use of these measures reflects our desire to incentivise and

reward progress on achieving our strategic goals and meeting key

business objectives.

Targets for these measures have been set in line with the

business’s annual financial budget and the rolling strategic

business plan and are stretching. Due to commercial sensitivities

they are not disclosed within this Report but will be disclosed

retrospectively in next year’s Report.

PSP

For the FY2026 PSP award, the Chief Executive will receive an

award at a level of 200% of salary and the Chief Financial Officer

will receive an award of 175% of salary. We are comfortable that

these grant levels are appropriate given the current below-

market salary positioning, in light of the stretching targets that

have been set, and considering the year-on-year movement in

share price since last year’s grant, but we will review the award

level in light of the prevailing share price at the time of grant. In

any event, consistent with last year, we will review the share price

on vesting and the Committee may exercise discretion to scale

back if any increase in share price is caused by exceptional

macro-economic factors rather than Greggs’ own performance.

The Committee has considered carefully the performance

conditions to apply. We will keep both EPS and ROCE, each at

40% of the award. These measures have been used for several

years and are well understood by participants, by investors and by

the wider market as good indicators of long-term financial

performance. ROCE will also be key as we look to incentivise a

strong return on our recent investments in the business. We will

also add a performance condition based on Greggs Total

Shareholder Return (TSR) for 20% of the award, requiring

outperfomance against the companies comprising the FTSE 250

Index (excluding Investment Trusts, Financial Services and Mining

sectors) which will ensure that an element of the award is directly

focused on the delivery of superior stock market returns. We

have removed the ESG element for this award, to focus on

financial and stock market performance, but it remains for the

two awards granted in 2024 and 2025, covering performance

periods to the end of 2027 and our ESG performance remains a

core part of our overall strategy and performance focus.

We have set stretching performance conditions for the award.

The target range for EPS is a significant increase to the range set

last year, aligned to our ambitious plan for profit growth. Similarly,

there has been significant Committee focus on the range for

ROCE, ensuring that this progressively improves over the three

years to 2028 as we come through an investment phase in the

business. Full details of the measures and target ranges are

outlined in the relevant section of this Remuneration Report.

Any awards which vest will be subject to the usual two-year

post-vesting holding period.

DIRECTORS’ REMUNERATION REPORT CONTINUED

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99Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Shareholder engagement

We continue to welcome feedback from our shareholders as their

views inform our thinking on remuneration matters, in particular

when evaluating and setting the remuneration policy and its

implementation. The Committee is committed to continue

consulting with key shareholders and would like to take the

opportunity to thank those shareholders with whom we

consulted through this year, on the development of our new

policy, for their feedback and guidance.

AGM

We trust that you will find this Report transparent, clear and

informative. The Committee has remained focused on ensuring

that executive remuneration is closely aligned to the delivery of

Greggs business strategy whilst continuing to take account of the

stakeholder experience, best practice and the wider workforce.

I look forward to receiving your support at this year’s AGM with

regards to the new remuneration policy and the Annual Report on

Remuneration. There will also be a separate AGM resolution

amending the PSP rules to provide for the higher individual award

limits. If you would like to contact me directly to discuss any

aspect of this Report then please email me at

investorrelations@greggs.co.uk.

Lynne Weedall

Chair of the Remuneration Committee

3 March 2026

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100

#### Directors’ remuneration policy

This section of our Report describes our Directors’ remuneration policy, which applies to all Executive and Non-Executive Directors. It explains the purpose and the operation of each element of the

remuneration package and explains how Executive Directors are incentivised to achieve sustainable long-term growth and value to best serve the interests of the Company, its shareholders, its colleagues

and other stakeholders. Payments to Directors (including payments for loss of office) can only be made if they are consistent with the terms of the approved policy.

The policy has been prepared in line with the relevant legislation for UK companies. It will be presented to shareholders for approval by way of a binding vote at the AGM on 13 May 2026. Subject to shareholder

approval, the policy will formally apply from the date of the AGM. Our current intention is that the policy will remain in place for three years. The policy replaces that approved at the AGM in May 2023.

The policy for the remuneration of the Executive and Non-Executive Directors is set out in the tables below, with notes explaining the changes from the policy approved in 2023.

Executive Directors

Element  Purpose and strategy  Operation Maximum opportunity

Base salary To attract and retain high-calibre

individuals in order to promote the

long-term success of the business.

Normally reviewed and set annually.

Benchmarked periodically by the Committee against the remuneration levels for executives in

similar roles in companies of a comparable size. Individual performance and contribution are

recognised in setting salary levels.

Salaries are paid monthly in cash.

No maximum limit is prescribed. Key

reference points for salary increases are

market and economic conditions and, in

line with our values, the approach to

colleague pay throughout the organisation.

Change to policy – No change to policy

Benefits To support a competitive

remuneration package in

the marketplace.

Benefits include provision of a company car (or cash in lieu), private medical health care, life

assurance and permanent health insurance. We regularly review our benefits package across our

wider workforce to ensure this remain competitive and appropriate.

No maximum limit is prescribed,

particularly as the cost of providing insured

benefits fluctuates over time. However, the

Committee monitors on an annual basis the

overall cost of the benefit provision.

Change to policy – No change to policy

Pension  To ensure that pension contributions

are aligned to the rate applying to the

majority of the workforce over time.

Executive Directors can elect to either:

•  Participate in the Company defined contribution pension scheme (up to a cap). Above the cap

Executive Directors receive a salary supplement; or

•  Take cash in lieu of this contribution paid as a supplement to their salary on a monthly basis.

The Executive Directors are able to make this choice on an annual basis.

The pension contributions rate of all

Executive Directors is aligned to the rate

applying to the majority of the workforce.

Change to policy – No change to policy

DIRECTORS’ REMUNERATION REPORT CONTINUED

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101Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Element  Purpose and strategy  Operation Maximum opportunity

Annual bonus

(including profit

share)

To incentivise achievement of annual

targets and objectives, consistent

with the short to medium-term

strategic needs of the business, so

as to encourage sustainable growth

in the Company’s operating profits.

The bonus will be based on a mix of business KPIs, with a majority based on financial measures.

Targets for each metric are set in advance by the Committee, in line with business

planning objectives.

Each Executive Director is entitled to participate in the Company’s profit-sharing scheme

available to all colleagues. The value of this is then deducted from their annual bonus and is

subject to the individual cap.

The Committee will use appropriate underpins for any non-profit based element of the annual

bonus such that payment under these elements may be scaled back (potentially to zero), at the

discretion of the Committee, if the operating profit performance for the year is judged to be

running significantly below that required for the achievement of the long-term strategy.

The Committee will be able to adjust the formula-driven outcome from any bonus plan if, in the

judgement of the Committee, this does not reflect broader Company performance or the

shareholder experience, or the payment level is otherwise inappropriate.

Any bonus paid in excess of 50% of the maximum will be payable in shares, which (after any sales

to pay tax and other statutory deductions) must be held in the Greggs Employee Benefit Trust for

two years after receipt.

The dividends payable on deferred bonus shares are paid to the individual as they fall due.

Recovery and withholding provisions allow the Company to recoup annual bonus payments within

three years in the event of misstatement of results, error, misconduct, reputational damage or

corporate failure where this has led to an overpayment in the view of the Committee. There is a

flexible mechanism which allows the Company to withhold outstanding deferred or future

remuneration or recover the overpayment direct from the individual concerned.

150% of base salary for all Executive

Directors (200% of base salary in

exceptional circumstances).

On target performance delivers no

more than 50% of the maximum.

No more than 25% of the bonus

opportunity is payable under each

element for threshold performance.

Change to policy – We are proposing to increase the maximum bonus limit to 200% of base salary for the Chief Executive and other Executive Directors. This additional headroom under the bonus

would only be used in exceptional circumstances during the life of the policy, for example, to provide flexibility for succession planning, as circumstances dictate.

The current (2023) policy provides for the maximum bonus potential of 150% of base salary for Executive Directors – there are no proposed changes to this policy limit other than the exceptional

circumstances proviso as set out above. However, the Committee has agreed that moving forward it will operate the annual bonus for the CEO and CFO at this maximum limit of 150%. This compares

with our practice to date of limiting bonuses to 125% of base salary.

The current (2023) policy states that the threshold payment level is no more than 25% of the maximum. This remains unchanged in the new policy, but the Committee intends to change its approach

such that when implementing the policy, it will apply 25%, consistent with market practice. Previously, the threshold payment level was in practice set at 10% of maximum.

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102

Element  Purpose and strategy  Operation Maximum opportunity

Performance

Share Plan (PSP)

To incentivise long-term value

creation, retention of our talent and

ensure alignment of Executive

Directors’ and shareholders’ interests.

Awards are normally granted under the PSP annually at the discretion of the Committee.

Performance conditions will be based on long-term KPIs, with a majority weighting on financial

measures with targets being set for each metric which reflect the strategic plan and business

outlook over the respective performance period.

Performance will be measured over a three-year period with an additional mandatory holding

period of two years for the vested shares (net of tax and other deductions).

A PSP award holder may be entitled to a dividend equivalent payment in respect of any vested shares.

The Committee will be able to adjust the formula-driven outcome from the PSP if, in the

judgement of the Committee, this does not reflect broader Company performance or the

shareholder experience, or the vesting level is otherwise inappropriate.

Recovery and withholding provisions allow the Company to recoup vested PSP awards within

three years in the event of misstatement of performance, error, misconduct, reputational

damage or corporate failure where this has led to an overpayment in the view of the Committee.

There is a flexible mechanism which allows the Company to withhold outstanding deferred or

future remuneration, or recover the overpayment directly from the individual concerned.

200% of base salary for the Chief Executive

and 175% of base salary for other Executive

Directors (250% of base salary in

exceptional circumstances).

Threshold vesting at 25% of the maximum.

Change to policy – We are proposing to increase the maximum PSP award level up to 250% of base salary for all Executive Directors. This additional headroom under the PSP would only be used in

exceptional circumstances during the life of the policy, for example, to provide flexibility for succession planning, as circumstances dictate.

The current (2023) policy provides for the maximum PSP potential of 200% of base salary for the Chief Executive and 175% for other Executive Directors – there are no proposed changes to this

policy limit, other than the exceptional circumstances proviso as set out above. However, the Committee has agreed that moving forward it will operate the annual PSP opportunity at these normal

levels, i.e. 200% of base salary for the Chief Executive and 175% for the Chief Financial Officer. Awards to date have typically been 150% for both Directors.

We will also apply dividend equivalent payments to the vested PSP awards in line with standard market practice (which our current policy and PSP rules permit but which have not been applied

to date).

All-colleague

share schemes

(SAYE and SIP)

To encourage colleagues at all levels

within the Company to understand

better and so participate in the

growth in value of the Company.

No performance conditions have been attached to awards granted pursuant to the Company’s

SAYE and SIP schemes, which are available for all eligible colleagues.

Executive Directors may participate

alongside eligible colleagues to the extent

permitted by HMRC limits.

Change to policy – No change to policy

DIRECTORS’ REMUNERATION REPORT CONTINUED

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103Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Element  Purpose and strategy  Operation Maximum opportunity

Share retention

guidelines

To further align the interests

of Executive Directors to those

of shareholders.

Executive Directors are required to build up a shareholding of 200% of base salary. Where an

Executive Director has not reached the required level, 50% of the shares vesting from incentive

schemes must be held until this requirement has been met.

This is achieved through vested awards granted via the PSP and deferred bonus shares.

For all Executive Directors there is a two-year post-employment holding requirement at the lower

of the level of the shareholding guideline immediately prior to departure or the actual

shareholding at departure.

n/a

Change to policy – No change to policy

Non-Executive Directors

Element  Purpose and strategy  Operation Maximum opportunity

Chair and

Non-Executive

Directors’ fees

To attract and retain a high-quality

and experienced Non-Executive

Chair and Directors.

The Chair is paid an all-encompassing fee.

Non-Executive Directors are paid a basic fee and the Chairs of the Board Committees, the

Senior Independent Director and the Non-Executive Director responsible for colleague

engagement are paid an additional fee to reflect their additional responsibilities.

These fees are usually reviewed and set annually. Additional fees may be paid where there is a

material increase in the time commitments or responsibilities required of Non-Executive

Directors or following a review of market rates.

Non-Executive Directors are not eligible for pension scheme membership, bonus or incentive

arrangements.

They are entitled to reimbursement of reasonable business expenses and tax thereon. They

may also receive limited travel or accommodation-related benefits in connection with their role

as a Director.

There is no prescribed maximum.

Change to policy – No change to policy

104

Choice of performance measures and policy discretion

The remuneration policy provides the Remuneration Committee with the flexibility to choose

appropriate performance conditions for the annual bonus scheme and for PSP awards, subject to

the constraints set out in the table above. The choice of metrics will depend upon the strategic

focus for the Company at the time decisions around the awards are taken. The specific measures

and the targets used to assess performance will be disclosed in the Directors’ Remuneration Report

on an annual basis. For further information, please see the section titled ‘How our remuneration links

to strategy and reward across the wider workforce’ on pages 107 and 108.

The Committee will operate incentive plans in accordance with their respective rules, the Listing

Rules and HMRC limits where relevant. The Committee, consistent with market practice, retains

discretion over a number of areas relating to the operation and administration of certain plan rules.

These include (but are not limited to) the following:

•  Who participates;

•  The timing of the grant of award and/or payment;

•  The size of an award (up to plan/policy limits) and/or a payment;

•  Discretion relating to the measurement of performance in the event of a change of control

or reconstruction;

•  Determination of a good leaver (in addition to any specified categories) for incentive plan

purposes and the treatment of leavers; and

•  Adjustments required in certain circumstances (rights issues, corporate restructuring and

special dividends), and the ability to adjust, but not waive, existing performance conditions for

exceptional events so that they can still fulfil their original purpose.

Malus and clawback

The rules of the annual bonus scheme and the PSP include malus and clawback provisions which

can operate in certain specific circumstances at the discretion of the Remuneration Committee.

The provisions may be invoked in the event of the following:

•  A material misstatement of financial results.

•  An error in the calculation of the achievement of a performance condition.

•  Serious misconduct that would warrant summary dismissal.

•  Action which results in serious reputational damage or corporate failure.

There is a three-year period following the payment of an annual bonus or vesting date of a PSP

award during which the clawback provisions can be operated by the Committee. This three-year

period is considered to provide an appropriately long-term window for the identification of any

matters which would warrant clawback of awards to be considered.

Difference in remuneration policy across the Group and consideration of employment

conditions elsewhere in the Group

The remuneration policy for the Executive Directors is designed having regard to the policy for

colleagues across the business as a whole and wider workforce remuneration and related policies.

Further information is provided in the section titled ‘How our remuneration links to strategy and

reward across the wider workforce’ on pages 107 and 108.

Statement of consideration of shareholder views

When setting the remuneration policy and determining its implementation, the Committee takes

into account the views of shareholders, their representative bodies and other interested parties

such as proxy advisers. The Committee regularly consults major shareholders on proposed changes

to the policy, and did so during 2025 in respect of the new proposed remuneration policy. The

Committee considered comments received from shareholders before finalising the terms of the

new proposed policy.

Legacy arrangements

In approving this policy, authority is given to the Company to honour any commitments entered into

with current or former Directors.

Policy on recruitment remuneration

The Committee will set a new Executive Director’s remuneration package in line with the Company’s

approved policy at the time of appointment. In arriving at a total package and in considering the

quantum for each element of that package, the Committee will take into account the skills and

experience of the candidate, the market rate for a candidate of that experience as well as the

importance of securing the best available candidate.

Annual bonus and PSP awards will not exceed the policy maxima (not including any arrangements to

replace forfeited pay). Participation in the annual bonus plan will normally be pro-rated for the year of

joining. The Committee may make one-off additional cash and/or share-based awards as it deems

appropriate, and if the circumstances so demand, to take account of pay forfeited by an Executive

Director on leaving a previous employer. Awards to replace pay forfeited would, where possible,

reflect the nature of awards forfeited in terms of delivery mechanism (cash or shares), time

horizons, attributed expected value and performance conditions. Other payments may be made in

relation to relocation expenses and other incidental expenses as appropriate. Any buyout awards

would be made under existing arrangements where possible or as permitted under the Listing Rules.

In the case of an internal appointment, any variable pay element awarded in respect of the prior role

would be allowed to pay out according to its terms and any other ongoing remuneration obligations

existing prior to appointment would continue.

DIRECTORS’ REMUNERATION REPORT CONTINUED

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105Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

In line with our remuneration policy, all new Executive Directors will have their pension contribution

aligned to the rate applying to the majority of the workforce.

For the appointment of a new Chair or Non-Executive Director, the fee arrangement would be set in

accordance with the approved remuneration policy at that time.

Service contracts and policy on cessation

Executive Directors’ service contracts contain the following remuneration-related aspects:

Provision Detailed terms

Remuneration •  Salary, pension and benefits;

•  Company car or cash allowance;

•  Private medical health care for the Director;

•  Permanent health insurance;

•  Participation in annual bonus and profit share (subject to scheme rules);

•  Participation in long-term incentive schemes or similar arrangements (subject

to scheme rules); and

•  Life assurance.

Notice period •  The Chief Executive’s service contract is terminable on 12 months’ notice

served by either the Company or the Director;

•  The Chief Financial Officer’s service contract is terminable on 12 months’

notice served by the Company or by six months’ notice served by the Director;

and

•  Any future Executive Directors’ service contracts would have a notice period

of up to 12 months served by either party.

Termination

payment

•  Payment in lieu of notice equal to any unexpired notice of termination given by

either party; and

•  Payment in lieu shall not include:

–  Any bonus payment;

–  Any payment in respect of benefits which the Director would have been

entitled to receive; and

–  Any payment in respect of any holiday entitlement that would have accrued

during the period for which the payment in lieu is made.

Details of the circumstances in which the Committee has the ability to exercise

discretion with regards to termination payments are set out below.

Under their service contracts, if notice is served the Executive Directors are entitled to salary,

pension contributions and benefits for their notice period save where a payment in lieu is to be

made. The Company would seek to ensure that any payment is mitigated by use of phased payments

and offset against earnings elsewhere in the event that an Executive Director finds alternative

employment during their notice period. There are no contractual provisions in force other than

those set out above that impact any termination payment.

Areas where the Committee can exercise discretion with regards to termination payments are set

out below:

•  Any right to annual bonus in the year of departure would lapse unless the individual is leaving in

good-leaver circumstances, in which case a bonus may be payable pro-rated for that part of the

year worked;

•  Deferred bonus shares must normally be retained in trust until the end of their two-year holding

period, but may be released early in exceptional circumstances, such as ill-health;

•  Any unvested awards held under the PSP will lapse at cessation, unless the individual is leaving in

good-leaver circumstances (defined under the plan as death, injury, ill-health, disability,

redundancy, retirement, their office or employment being with either a Company which ceases to

be a Group member or relating to a business or part of a business which is transferred to a person

who is not a Group member, a change of control or any other reason the Committee so decides).

In these circumstances, unvested awards will normally vest at the normal vesting date (other

than on death or where the Committee decides they should vest at cessation) subject to

performance conditions being met and scaling back in respect of actual service as a proportion

of the total vesting period (unless the Committee decides that scaling back is inappropriate).

Vested awards will normally be subject to the mandatory two-year holding period although the

Committee will have discretion to waive this in exceptional circumstances; and

•  The Committee may agree to payment of disbursements such as legal costs and outplacement

services if appropriate and depending on the circumstances of cessation.

The table below sets out the details of the Executive Directors’ service contracts:

Director Date of contract

Roisin Currie 1 February 2022

Richard Hutton 7 April 2006

The service contracts are available for inspection during normal business hours at the Company’s

registered office, and are available for inspection at the AGM.

Expected value of the proposed annual remuneration package for Executive Directors

The following charts indicate the level of remuneration payable to Executive Directors in 2026 based

on policy at minimum remuneration, remuneration in line with ‘on target’ Company performance, and

the maximum remuneration available.

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106

Chief Executive – Roisin Currie

£3,500,000

£4,000,000

£3,000,000

PSP

£2,000,000

£2,500,000

£1,500,000

£1,000,000

£500,000

£0

Bonus

Minimum

100%

£759,254

£1,968,680

£3,178,106

£3,869,207

39% 24% 20%

26%

33% 27%

35%

43%

53%

On target Stretch 50%

share price

appreciation

Fixed

remuneration

Minimum On target Stretch

50% share price

appreciation

Fixed remuneration:

– Salary £691,101 £691,101 £691,101 £691,101

– Pension £48,377 £48,377 £48,377 £48,377

– Benefits £19,776 £19,776 £19,776 £19,776

Bonus – £518,325 £1,036,651 £1,036,651

Performance Share Plan – £691,101 £1,382,201 £2,073,302

Total £759,254 £1,968,680 £3,178,106 £3,869,207

Assumptions used in the charts:

•  Base salary levels as at 1 January 2026 and incorporating increase due to take effect on

1 April 2026.

•  Pension at the wider workforce rate (currently 7%).

•  The value of taxable benefits is based on the cost of supplying the benefits at the agreed level.

Chief Financial Officer – Richard Hutton

£2,500,000

£2,000,000

PSP

£1,500,000

£1,000,000

£500,000

£0

Bonus

Minimum

100%

£497,067

£1,233,217

£1,969,368

£2,365,757

40% 25% 21%

28%

35%

29%

32%

40%

50%

On target Stretch 50%

share price

appreciation

Fixed

remuneration

Minimum On target Stretch

50% share price

appreciation

Fixed remuneration:

– Salary £453,016 £453,016 £453,016 £453,016

– Pension £31,711 £31,711 £31,711 £31,711

– Benefits £12,340 £12,340 £12,340 £12,340

Bonus – £339,762 £679,524 £679,524

Performance Share Plan – £396,388 £792,777 £1,189,166

Total £497,067 £1,233,217 £1,969,368 £2,365,757

Bonus

•  Minimum remuneration – assumes no award is earned under the annual bonus plan.

•  On target remuneration – the annual bonus plan assumes the target level is reached for each of

the elements, resulting in a payout of 50% of the maximum.

•  Stretch remuneration – assumes satisfaction of all performance conditions for all elements

under the annual bonus plan and therefore full payout.

PSP element is calculated as award percentage of base salary multiplied by the relevant vesting

percentage. Share price movement and dividend accrual have been excluded, other than in the

50% share price appreciation model.

•  Minimum remuneration – assumes no vesting is achieved under the PSP.

•  On target remuneration – assumes 50% vesting is achieved.

•  Stretch remuneration – assumes 100% vesting is achieved.

DIRECTORS’ REMUNERATION REPORT CONTINUED

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107Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Terms of appointment of Non-Executive Directors

Non-Executive Directors are appointed subject to the Company’s articles of association,

retiring and seeking election at the first AGM after appointment.

Thereafter, every Director will be subject to annual re-election by shareholders. The Nominations

Committee advises the Board as to whether Directors should be nominated for re-election.

Non-Executive Directors are not entitled to compensation for early termination of their

appointments prior to the date on which they would next be due to offer themselves for election

or re-election, or if not reappointed at such time.

The letters of appointment for the Non-Executive Directors are available for inspection during

normal business hours at the Company’s registered office, and are available for inspection

at the AGM.

The following table shows the effective date of appointment for each Non-Executive Director:

Non-Executive Director Original date of appointment

Matt Davies  2 August 2022

Kate Ferry  1 June 2019

Mohamed Elsarky 21 June 2021

Lynne Weedall  17 May 2022

Nigel Mills 7 March 2023

Tamara Rogers  1 June 2024

Richard Smothers 1 February 2026

All Non-Executive Directors are appointed for an initial term of three years unless terminated earlier

by either party giving to the other party three months’ written notice.

A. How our remuneration links to strategy and reward across the wider workforce

Link to strategy

Growth drivers Strategic pillars and key drivers

of growth

The Greggs

Pledge

Remuneration at Greggs is

intended to incentivise

sustainable and profitable

business growth. This is

reflected in key metrics in

the variable pay incentive

plans including operating

profit, like-for-like sales,

cost savings, EPS and ROCE.

Delivery against the four strategic

pillars – ‘Great tasting, freshly

prepared food and drink’, ‘Best

customer experience’, ‘Competitive

supply chain’ and ‘First-class support

teams’ – is incentivised as appropriate

by strategic metrics in the annual

bonus scheme, for example, business

efficiency/cost savings, customer

satisfaction and key strategic

project deliverables.

Our commitment

to deliver these

goals is supported

with the inclusion

of ESG targets in

the incentive

schemes, such as

carbon reduction

targets.

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108

DIRECTORS’ REMUNERATION REPORT CONTINUED

Reward across the wider workforce

The remuneration policy for the Executive Directors is designed having regard to the policy for

colleagues across the Group as a whole and wider workforce remuneration and related policies.

There are differences in salary levels and in the levels of potential reward depending upon

seniority and responsibility, although a key reference point for Executive Director salary

increases is the average base pay increase across the general workforce.

We share 10% of our profits annually with our colleagues across the business, and everyone is

eligible to participate in this profit-sharing scheme after six months’ service.

Share incentive schemes and bonus participation extends below Board level, with the same

structure in place for both bonus and PSP for senior management colleagues and a bonus

scheme for graded management. Both the PSP and management bonus schemes are aligned

to those of the Executive Directors and are subject to the same performance targets and

measures. A higher proportion of the Executive Directors’ remuneration package is delivered

through performance-related incentive schemes, much of which is in share-based form, which

provides a good link to long-term Company performance and the shareholder experience.

All colleagues with three months’ service or more may participate in the Sharesave scheme

(SAYE) (where colleagues can save to purchase shares at the end of a three-year period

at a 20% discount to the price at the date of grant) and in the SIP (where colleagues can

purchase shares from pre-tax salary subject to HMRC limits). These schemes are

generally offered annually.

All colleagues, irrelevant of level have the same matched pension contribution rate which is set

at 7% of salary.

Compliance with the UK Corporate Governance Code

The Directors’ remuneration policy is fully compliant with the relevant factors set out in

the Code:

Clarity We are open and transparent in our approach to remuneration

taking into account the experience of our colleagues,

shareholders and stakeholders. We regularly engage with

stakeholders on remuneration matters.

Simplicity Our remuneration policy is simple and consistent in

its approach. Senior management share option and

management bonus schemes are aligned to those of

the Executive Directors and are subject to the same

performance criteria.

Predictability Our remuneration policy clearly outlines the details of

maximum opportunity levels for each component of pay.

Incentive levels vary depending on the level of performance

against specific metrics. The typical award levels and

potential pay-outs are disclosed in the remuneration policy

and it is demonstrated in each year’s Remuneration Report

how outcomes are aligned with performance and strategy.

Proportionality, risk and

alignment to culture

Pay outcomes are dependent upon performance linked to our

business strategy and growth plans, as well as taking into

account our wider workforce remuneration and specific

Greggs culture. This ensures a significant proportion of pay is

delivered in shares to provide alignment with investors and

incorporates other best practice features in line with the

Code and investor guidelines.

The use of annual bonus deferral and PSP holding periods

provides a clear link to the ongoing performance of the

business and therefore alignment with shareholders.

The Committee has the discretion to apply malus and

clawback in both the annual bonus and PSP.

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109Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

B. Remuneration Committee activity for the 52 weeks ended 27 December 2025

Meetings during the year

The Remuneration Committee met four times during the year. Details of the Committee members’

attendance are given on page 76.

All members are considered to be independent for the purpose of the Code. The Company Secretary

acts as Secretary to the Committee.

Role and responsibilities

Responsibility is delegated to the Remuneration Committee to ensure that an effective

remuneration policy is in place for the Chief Executive, other Executive Directors, the Chair and

senior management, whilst reviewing and taking into account wider workforce remuneration and

the Company’s values and culture. It is the Committee’s role to establish a remuneration policy that

promotes both long-term shareholdings by Executive Directors and ensures alignment of policies

and practices to support business strategy, promote the long-term sustainable success of the

business and meet shareholder expectations.

Summary of Committee activity during 2025

Details of some of the activities the Committee has undertaken have been summarised below:

•  Developed the new proposed three-year remuneration policy;

•  Consulted with shareholders on the new remuneration policy;

•  Reviewed all colleague remuneration and the 2026 pay award for colleagues;

•  Discussed and agreed Directors’ and Operating Board salaries for 2026;

•  Agreed the targets for the 2026 bonus;

•  Agreed the targets for the 2026 PSP award;

•  Discussed the 2025 bonus outturn and 2023 PSP award vesting in the context of the original

performance targets set, as well as the wider socio-economic environment and the experience

of the wider workforce;

•  Considered a one-off impact of the accounting for FY2025 of £4.5million that relates to previous

years’ sales tax costs and concluded that any adjustment to remuneration was not necessary;

•   Discussed and approved the move from the Executive Share Option Scheme to PSP for our senior

management team’s long-term incentive scheme;

•  Approved grants under the PSP to Executive Directors, the Operating Board and senior managers

below Executive Director and Operating Board level including the use of TSR as a metric for the

next three year policy period;

•   Approved the all-colleague SAYE and SIP schemes for the year ahead;

•   Discussed and agreed the fees for the Chair;

•   Reviewed Executive Directors’ and Operating Board shareholdings in the Company, in the context

of shareholding guidelines; and

•   Attended colleague forums to understand wider workforce views.

Structure and content of the Remuneration Report

The Remuneration Report has been prepared in accordance with the provisions of the relevant

remuneration reporting regulations (the ‘Regulations’). It also meets the requirements of the FCA’s

UK Listing Rules.

The Regulations also require our auditor to report to shareholders on the audited information within

this Remuneration Report and to state whether, in their opinion, the relevant sections have been

prepared in accordance with the Companies Act 2006 and the Regulations. The auditor’s opinion is

set out on pages 121 to 127 and we have indicated appropriately the audited sections of this

Remuneration Report.

Remuneration advice

The Chief Executive along with Sarah Dickson (Company Secretary and General Counsel) and Emma

Walton (People Director) are normally invited to attend Committee meetings in order to provide

advice and support to the Committee. The Chief Financial Officer attends where required. During

the year Korn Ferry (which has no other connection to the Company or any individual Director)

provided remuneration advice to the Committee. Korn Ferry was appointed by the Committee in

2017 following an informal tender process.

Korn Ferry is a signatory to the Remuneration Consultants’ Code of Conduct in relation to executive

remuneration consulting in the UK.

The Committee reviewed the operating processes in place at Korn Ferry and is satisfied that the

advice it receives is objective and independent. Fees paid to Korn Ferry during the year were £64,778

plus VAT.

AGM voting outcomes

The Directors’ Remuneration Report was the subject of an advisory vote at the 2024 AGM and the

results are outlined below.

Approve the Remuneration Report

Total number

of votes

% of

votes cast

For  66,594,022 98.75%

Against 842,295 1.25%

Total votes cast (excluding votes withheld) 67,436,317 100.00%

Votes withheld 4,091,777

Total votes cast (including votes withheld) 71,528,094

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110

DIRECTORS’ REMUNERATION REPORT CONTINUED

Shareholders were asked to approve the remuneration policy at the 2023 AGM and the results are

outlined below:

Approve the remuneration policy

Total number

of votes

% of

votes cast

For 72,411,666 97.89%

Against 1,564,590 2.11%

Total votes cast (excluding votes withheld) 73,976,256 100.00%

Votes withheld 67,008

Total votes cast (including votes withheld) 74,043,264

C. How our remuneration policy will be implemented in 2026 – Executive Directors

The section below summarises the implementation of our remuneration policy for 2026.

Base salary 2026

The annual base salaries for the Executive Directors were reviewed to take effect from 1 April 2026;

increases and current salaries are outlined below:

Director

Salary

1 January 2025 and

1 January 2026

Salary

1 April 2026 % increase

Roisin Currie (Chief Executive) £674,903 £696,500 3.2%

Richard Hutton (Chief Financial Officer) £442,398 £456,555 3.2%

The Committee is comfortable the increase for the Executive Directors is appropriate, in that it is

proportionally lower than the wider workforce. The Executive Directors’ salaries are below the

mid-market position and the Committee plans to address this in due course, having proposed

improvements to the annual bonus and long-term PSP opportunities for 2026.

Pension contribution 2026

The pension contributions for the Executive Directors are aligned with the rate for the majority of

the workforce which is 7% of salary. The contributions for 2026 are paid as a cash supplement in lieu

of pension.

Annual bonus 2026

The annual bonus opportunity for 2026 is outlined below:

Chief Executive Maximum opportunity of 150% of base salary. Bonus in excess of 50%

of maximum will be payable in shares deferred for two years.

Chief Financial Officer Maximum opportunity of 150% of base salary. Bonus in excess of 50%

of maximum will be payable in shares deferred for two years.

The annual bonus is based on performance against a range of financial and strategic performance

measures. This range of metrics measures achievement of the Company’s key business objectives.

The Committee reviews the KPIs each year and varies them as appropriate to reflect the priorities

for the business in the year ahead. Where appropriate a sliding scale of targets is set for each KPI to

encourage continuous improvement or sustained high performance, with a maximum of 25% bonus

paid out for threshold performance for the profit and sales elements.

Targets are normally set at the start of the year by the Committee using the outturn and

performance in the previous year, as well as the business plan, to determine appropriately stretching

sliding scales. Bonus targets for the forthcoming year are considered to be commercially sensitive.

Retrospective disclosure of the targets and performance against them will be made in next year’s

Annual Report on Remuneration.

The bonus metrics are:

Measure Profit Sales Strategic objectives

Weighting  50% of total 20% of total 30% of total

Detail and link to

strategy

Reflects the operating

profit of the Group

(excluding exceptional

items) before tax. This will

be informed by the budget

and will be suitably

stretching.

Based on company-

managed shop like-for-

like sales excluding any

additional shops opened

during the bonus year.

Outlined below.

The strategic objectives for each bonus cycle are based on measures which will provide a strong link

to strategy and our four key growth drivers.

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111Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

For the 2026 bonus there will be three strategic objectives. They are:

•  10% based on business efficiency/cost savings;

•  10% based on customer satisfaction metric; and

•   10% based on the next phase of implementation of our SAP IT system upgrade programme

to the S/4HANA platform.

Following a review of performance by the Committee, any payment under the non-profit based

element of the bonus may be scaled back (potentially to zero) at the discretion of the Committee in

the event that the profit performance for the year is judged to be running significantly below that

required for the achievement of the long-term strategy.

PSP award 2026

For the FY2026 PSP award, the Chief Executive will receive an award at a level of 200% of salary

and the Chief Financial Officer will receive an award of 175% of salary. We will also apply dividend

equivalent payments to the vested PSP awards in line with standard market practice (which our

current policy and PSP rules permit but which have not been applied to date).

A provision has been added to the award that will require the Committee to review the value of the

award on vesting. If, at that time, the Committee considers that there has been a windfall gain for

Directors, the Committee may scale back the number of shares vesting to what it considers to be a

more appropriate value.

Chief Executive  200% of base salary

Chief Financial Officer  175% of base salary

The PSP awards for the Executive Directors are normally granted in the period following the

announcement of the financial results for the prior year.

For the awards in FY2026 we will have three performance measures. We will keep both EPS and

ROCE, each at 40% of the award, with 20% based on relative Total Shareholder Return (TSR).

In looking at the EPS and ROCE metrics this year, the Committee considered carefully the current

strategic business plan and business outlook. Across the three-year period of this award, managing

return on capital continues to be key as we seek to secure the benefits of the investments being

made across our supply chain and make progress towards a longer-term ROCE target of 20%. In

2026 we expect our ROCE ratio to reduce further as the new distribution facility in Derby is brought

into use. Thereafter we expect ROCE to stabilise in 2027 before starting to recover from 2028

onward. Given this profile, and the importance of incentivising an improvement at the end of the

period, the ROCE element of the 2026 PSP award will be measured on the 2028 ROCE outcome.

In the context of this investment phase, for the 2026 awards the target ranges will be as follows:

•  The EPS performance condition will require average annual growth in EPS over the performance

period to be between 3% and 8%;

•  The ROCE condition will require ROCE for the final year of the performance period (i.e. for 2028) to

be between 15.5% and 17.5%; and

•  Relative TSR requiring outperformance against the companies comprising the FTSE 250 Index

(excluding Investment Trusts, Financial Services and Mining sectors).

The Committee is satisfied that the EPS and ROCE target ranges are appropriately stretching and

are equivalently demanding as the targets set for prior years’ awards. For all three performance

measures, 25% of an award will vest on achieving threshold performance and thereafter straight-

line sliding scales will apply until stretch performance is achieved. The performance period of this

award will be 2026 to 2028.

A holding period is attached to vested PSP awards, requiring the vested shares to be held (net of tax

and other deductions) for a further two years.

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112

DIRECTORS’ REMUNERATION REPORT CONTINUED

How our remuneration policy will be implemented in 2026 – Non-Executive Directors

In order to ensure that no Director is involved in deciding their own remuneration, the fees payable to

Non-Executive Directors are set, after consultation with the Chair, by a Committee of the Board

consisting only of the Executive Directors. The fees payable to the Chair are set by the

Remuneration Committee.

The Non-Executive Directors are paid an annual base fee and additional responsibility fees for the

role of Senior Independent Director (SID), for chairing a Board Committee or for being the Non-

Executive Director resposible for colleague engagement.

These fees are usually reviewed and set annually. The fees will be increased by 3.2% on 1 April 2026

in line with the base salary increase agreed for Executive Directors and similarly the fee for the Chair

will be increased by 3.2% on 1 April 2026.

Details of the fees being paid to Non-Executive Directors in 2026 are set out below:

Name Position

Base fee from

1 January 2026

to 31 March

2026

Annual

additional fee

from 1 January

2026 to

31 March 2026

Base fee from

1 April 2026

Annual

additional fee

from 1 April

2026

Total fee

payable

2026

Matt Davies Board Chair  £270,394 – £279,046 – £276,883

Kate Ferry \* Chair of the Audit

Committee

£59,200 £13,498 £61,094 £13,930 £12,946

Mohamed

Elsarky\*\*

Non-Executive

Director responsible

for colleague

engagement

£59,200 £5,408 £61,094 £5,581 £24,007

Lynne Weedall  Chair of the

Remuneration

Committee

£59,200 £13,498 £61,094 £13,930 £74,443

Nigel Mills Non-Executive

Director and SID

£59,200 £13,498 £61,094 £13,930 £74,443

Tamara Rogers Non-Executive

Director

£59,200 – £61,094 – £60,621

Richard

Smothers \*

Non-Executive

Director

£59,200 £13,498 £61,094 £13,930 £66,762

\*  Richard Smothers joined the Board on 1 February 2026. Kate Ferry will retire from the Board on 6 March 2026 at which point Richard

Smothers will assume the role of Chair of the Audit Committee.

\*\*  Mohamed Elsarky will retire from the Board on 13 May 2026.

These fees may be subject to change during the year based on any change in responsibility or time

commitment or to ensure they remain in line with market rates.

D. How our remuneration policy was implemented in 2025

Total Executive Director remuneration payable for 2025 (audited)

The following table presents the remuneration payable for 2025 (showing the equivalent figures

for 2024) for the Executive Directors.

Salary

£

Pension contribution

(including salary in lieu)

£

Taxable benefits

3

£

Total fixed

remuneration

£

Annual incentives

(including profit share)

£

Performance Share

Plan

1

£

Total variable

remuneration

£

Total remuneration

£

Roisin Currie

2025 674,903 45,962 19,776 740,641 154,384 147,827 302,211 1,042,852

2024 652,080 37,912 18,703 708,695 432,003 490,037

2

913,040 1,621,735

Richard Hutton

2025 442,398 29,686 12,340 484,424 101,199 96,900 198,099 682,523

2024 427,438 24,434 12,314 464,186 283,178 279,758

2

562,936 1,027,122

1  The values of the PSP award granted in 2023, due to vest on 18 May 2026 are based on the level of vesting (27.1%) and the average share

price over the final three months of the 2025 financial year (£16.20). The amount attributable to share price depreciation is (£104,186)

for Roisin Currie and (£68,294) for Richard Hutton. Figures will be trued up in the 2026 Remuneration Report to reflect the share price

at the vesting date.

2  The value shown in the 2024 Report for PSP (which related to the 2022 PSP award that vested in 2025), was based on the average

share price over the three months prior to the 2024 year end (£27.88). The value has now been updated for the actual price on vesting

on 18 May 2025 of £20.38 for Roisin Currie and on 28 March 2025 of £17.75 for Richard Hutton; total remuneration figures have also

been updated. The values were decreased by £180,338 for Roisin Currie and £159,659 for Richard Hutton.

3  Taxable benefits relate to cash-in-lieu of a company car, private medical health care and travel expenses paid.

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113Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Fees for Non-Executive Directors (audited)

The fees for Non-Executive Directors were as follows:

2025 2024

Matt Davies £270,394 £261,250

Kate Ferry £72,698 £70,240

Mohamed Elsarky £64,608 £62,423

Lynne Weedall £72,698 £70,240

Nigel Mills £72,698 £70,240

Tamara Rogers

1

£59,200 £33,366

1  Tamara Rogers joined the Board on 1 June 2024.

Annual bonus 2025 (audited)

The table below outlines the bonus performance conditions in respect of the 2025 bonus scheme.

Measure Strategic objective Weighting Entry Target Stretch Actual %

Profit (£) To deliver target

operating profit

before tax (excluding

exceptional items

and property profits)

50% £191.3m  £201.3m  £211.3m £187.2m

1

0.0%

Sales (%) Like-for-like sales

performance

20% 2.8%  4.8%  6.8% 2.4%  0.0%

Strategic (£) Cost savings 10% £5.0m £7.0m  £9.0m  £13.0m 10.0%

Strategic (£m) Evening sales 5% £175.2m £178.8m £182.3m £177.1m 1.6%

Strategic (£m) Growth in average

basket size

2

5% £5.0m £16.0m £21.0m £2.6m 0.0%

Strategic Increase in digital

transactions

2

5% 1.0% 4.0% 7.0% 6.5% 4.7%

Strategic SAP S/4HANA

upgrade milestones

2

5% 1 3 5 2 2.0%

Total weighting based

on balanced scorecard

100% 18.3%

1  The actual result is calculated as operating profit before exceptional items of £187.5 million (see page 128) less property profits

of £0.3 million.

2  Further details on these strategic targets are set out below.

Basket size (5%)

Metric Entry Target Maximum

Improve basket size

versus the 2025

expected level

Drive an additional

£5 million of sales

above the 2025

expected level

Drive an additional

£16 million of sales

above the 2025

expected level

Drive an additional

£21 million of sales

above the 2025

expected level

10% 50% 100%

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114

DIRECTORS’ REMUNERATION REPORT CONTINUED

Increase in digital transactions (5%)

Metric Entry Maximum

Percentage increase of

average transactions

involving Greggs App

scan across the full

year 2025 against 2024

average transactions

figure of 19.5%

+1% increase of

average transactions

across the year

(increase to 20.5%)

sliding scale to… +7% increase of

average transactions

across the year

(increase to 26.5%)

SAP S/4HANA upgrade milestones (5%)

The metrics were structured as five independent activities each earning 1% of this element of the bonus.

If one element is achieved 1% will be earned up to a maximum of 5% if all five elements are achieved.

Metric Milestone Milestone Milestone Milestone Milestone

Successful

delivery of

milestones by

31 December

2025

Finance running

successfully on

new SAP solution

Procurement

running

successfully

on new SAP

solution

Retail

Forecasting and

Replenishment

Pilot complete

and over 50%

of shops

running new

SAP solution

Supply

Integrated

Planning

live and

operational

Manufacturing

solution

delivered,

tested and

ready to go live

in at least one

supply site in

January 2026

20% 20% 20% 20% 20%

Bonus achieved for 2025

As % of maximum

Roisin Currie 18.3%

Richard Hutton 18.3%

The remuneration policy provides that the proportion of the bonus in excess of 50% of the maximum

(pro rata) will be payable in shares, deferred for two years. Since the bonus for 2025 is less than 50%

of the maximum, in this instance this does not apply.

Details of the shares awarded in 2025 for the 2024 bonus year are outlined below. These were

awarded on 25 March 2025 and will be released on 25 March 2027.

Number of shares awarded

Roisin Currie 721

Richard Hutton 472

Performance Share Plan award for performance in 2023 to 2025 (audited)

The PSP award granted in 2023 measured three performance targets to be achieved by the end of

2025. The performance targets that were set, together with the performance achieved are set out in

the table below.

Metric Condition Threshold target Stretch target Actual % vesting

EPS (45%) Average annual growth

in EPS over the

performance period

4.0%

(11.25% vesting)

9.0%

(45% vesting)

1.4% 0.0%

ROCE (45%) Average ROCE over the

performance period

18.7%

(11.25% vesting)

21.2%

(45% vesting)

19.1% 17.1%

ESG (10%) Reduction in Scope 1

and 2 carbon

emissions\*over the

performance period

46,922 tonnes

CO

2

e

(2.5% vesting)

36,867 tonnes

CO

2

e

(10% vesting)

34,087

tonnes

CO

2

e

10.0%

Total vesting 27.1%

\*  measured using the UK Environmental Reporting Guidelines

The Committee considered the vesting outcome in the context of overall Company performance,

the shareholder experience and the wider stakeholder experience over the performance period. The

Committee was satisfied that the vesting outcome was an appropriate reflection of wider business

performance and the experience of all stakeholders (including shareholders). Accordingly, the

Committee did not exercise any discretion to reduce the level of vesting.

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115Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The table below sets out the number of shares which will vest for each Executive Director under the

2023 PSP award. All awards were granted as nil-cost options.

Executive Director Date of grant Date of vesting

Number of

shares

awarded Vesting %

Number of

shares

vesting

Expected

total vesting

1

Roisin Currie  18 May 2023 18 May 2026 33,669 27.1% 9,124 £147,827

Richard Hutton  18 May 2023 18 May 2026 22,070 27.1% 5,981 £96,900

1  Calculated using average share price over the final three months of the 2025 financial year (£16.20).

Performance Share Plan awards granted in 2025 (audited)

PSP awards granted during 2025 are as follows:

Executive Type of award

Basis of award

granted

Share price

and date of

grant

Number of

shares over

which award

was granted

Face value

of award

Percentage of

face value that

would vest at

threshold

performance

Vesting

performance

measurement

period

Roisin Currie

Nil-cost

options

150% of

salary

£18.14

(24 March

2025)

55,807 £1,012,339

25%

Financial

year 2027

Richard Hutton 150% of

salary

£18.14

(24 March

2025)

36,582 £663,597

For the 2025 grant there are three independent performance targets applying to the awards.

Two of the performance targets each account for 45% of the award and one performance target

accounts for 10% of the award:

•  45% is subject to a performance target based on the Company’s average annual growth in EPS

over a performance period of three financial years commencing with the financial year 2025

being between 2% and 5%.

•  45% is subject to a performance target based on the Company’s average ROCE over a

performance period of three financial years commencing with the financial year 2025 to be in the

range 16.1% to 18.5%.

•  10% of the award is subject to a reduction in absolute Scope 1 and 2 CO

2

emissions over the

performance period in line with our net zero target (based on the underpin of no increase in

absolute emissions at the end of 2027).

– 25% of this element is awarded if absolute Scope 1 and 2 CO

2

e emissions are maintained at

2024 levels (41,710 tCO

2

e) despite business growth; rising on a sliding scale to:

– 100% of this element is awarded if absolute Scope 1 and 2 CO

2

e emissions are reduced in line

with the 2035 net zero target (30,164 tCO

2

e).

For each metric, 25% of the award will vest on achieving threshold performance and thereafter

straight-line sliding scales will apply until stretch performance is achieved. A holding period will

apply to vested PSP awards requiring the vested shares to be held (net of tax) for a further two years.

Outstanding share awards (audited)

The following table sets out details of the PSP and savings-related share options held by, or granted

to, the Executive Directors who served during the year:

At 29 December 2024

number

Granted number

Exercised number

Lapsed number

At 27 December 2025

number

Exercise price

Date of grant

Market price of each

share at date of grant

Date from which

exercisable

Expiry date

Scheme

Roisin

Currie

36,014 – – 11,969 24,045 £nil May 22 £21.68 May 25 May 32 PSP

33,669 – – – 33,669 £nil May 23 £27.62 May 26 May 33 PSP

35,260 – – – 35,260 £nil Mar 24 £27.74 Mar 27 Mar 34 PSP

– 55,807 – – 55,807 £nil Mar 25 £18.14 Mar 28 Mar 35 PSP

91 – – 91 – £19.68 Apr 22 Jun 25 Nov 25 SAYE

94 – – – 94 £21.06 May 23 Jun 26 Nov 26 SAYE

98 – – – 98 £22.50 May 24 Jun 27 Nov 27 SAYE

– 154 – – 154 £14.30 May 25 Jun 28 Nov 28 SAYE

105,226 55,961 – 12,060 149,127

Richard

Hutton

23,607 – 15,769¹ 7,838 – £nil Mar 22 £21.68 Mar 25 Mar 32 PSP

22,070 – – 22,070 £nil May 23 £27.62 May 26 May 33 PSP

23,113 – – – 23,113 £nil Mar 24 £27.74 Mar 27 Mar 34 PSP

– 36,582 – – 36,582 £nil Mar 25 £18.14 Mar 28 Mar 35 PSP

91 – – 91 – £19.68 Apr 22 Jun 25 Nov 25 SAYE

94 – – – 94 £21.06 May 23 Jun 26 Nov 26 SAYE

98 – – – 98 £22.50 May 24 Jun 27 Nov 27 SAYE

– 154 – – 154 £14.30 May 25 Jun 28 Nov 28 SAYE

69,073 36,736 15,769 7,929 82,111

1  The market value on the date of exercise was £15.71 and the resultant gain on exercise was £247,731.

Options granted under the all-colleague SAYE scheme are not subject to performance conditions.

All PSP options are subject to performance conditions as detailed elsewhere in this Report.

The mid-market price of ordinary shares in the Company as at 27 December 2025 was £16.83. The

highest and lowest mid-market prices of ordinary shares during the financial year were £28.32 and

£14.18 respectively.

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116

DIRECTORS’ REMUNERATION REPORT CONTINUED

Legacy defined benefit pension scheme (audited)

The following table sets out the change in each Director’s accrued pension in the Company’s defined

benefit pension scheme during the year and their accrued benefits in the scheme at the year end:

Executive Director Date of birth

Date service

commenced

Accrued

annual

pension

entitlement

as at

28 December

2024

1

£

Accrued

annual

pension

entitlement

as at

27 December

2025

£

Increase in

accrued

pension

entitlement

for the year

£

Increase in

accrued

pension

entitlement

for the year

net of

inflation of

1.598%

2

£

Transfer

value of

increase in

accrued

pension

entitlement

for the year

£

Richard Hutton 3 Jun 68 1 Jan 98 29,099 29,599 –  –  –

1  The pension entitlement shown is that which would be paid annually on retirement based on service to the end of the year, but

excluding any statutory increases which would be due after the year end.

2  The inflation rate of 1.598% shown in the table above is that published by the Secretary of State for Work and Pensions in accordance

with Schedule 3 of the Pensions Schemes Act 1993.

Cash equivalent

transfer value as at

28 December 2024

£

Cash equivalent

transfer value as at

27 December 2025

£

Increase in the

cash equivalent

transfer value

since 29 December

2024

£

Richard Hutton 440,415 392,540 –

Cash equivalent transfer values have been calculated in accordance with Actuaries Guidance Note GN11 and the increase is stated net of

contributions made by the Director. The transfer values disclosed above do not represent a sum paid or payable to the individual Director.

Instead they represent a potential liability of the pension scheme.

The main features of the defined benefit pension scheme are:

•  Pension at normal retirement age of 1/60th of member’s final pensionable salary for each complete year and a proportionate amount

for each additional complete month of service from the date of joining the scheme until 5 April 2008 when the scheme was closed to

future accrual;

•  Choice of giving up part of the pension in exchange for a tax-free cash sum subject to a limit of 25% of the total value of the member’s

benefits under the scheme;

•   Pension payable in the event of ill-health;

•   Spouse’s pension on death; and

•   Normal retirement at age 65.

Chief Executive pay compared to performance

The graph below shows a comparison of the total shareholder return for the Company’s shares for

each of the last ten financial years against the total shareholder return for the companies comprised

in the FTSE 250 Index (excluding Investment Trusts).

This index has been chosen for this comparison because it includes companies of broadly similar

size to the Company.

Total shareholder return (£)

Greggs

27 Dec

2025

2 Jan

2016

31 Dec

2016

30 Dec

2017

1 Jan

2022

2 Jan

2021

29 Dec

2018

28 Dec

2019

28 Dec

2024

30 Dec

2023

31 Dec

2022

0

200

300

100

FTSE 250 Index (excluding Investment Trusts)

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117Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Remuneration outcomes for Chief Executive over last ten years

The table below shows the total remuneration figure for the Chief Executive over the same ten-year period as the graph above. The total remuneration figure includes the annual bonus, pension and PSP/

option awards which vested based on performance in those years.

2016 2017 2018 2019 2020 2021

2022

Roger Whiteside

2022

Roisin Currie

1

2023 2024 2025

Total remuneration £2,147,229 £1,689,265  £1,737,953 £2,540,966 £649,319 £1,839,679 £1,064,204 £1,238,214 £1,758,359 £1,621,735 £1,042,852

Bonus (% of max potential) 86.7% 64.3% 59.2% 97.7% 0.0% 99.7% 75.4% 75.4% 84.8% 53.0% 18.3%

PSP/options (% max potential) 100% 100% 80.2% 100% 0.0% 50% 75% 75% 100% 66.8% 27.1%

1  Reflects pay in the Chief Executive role during 2022.

Directors’ shareholding and share interests (audited)

Details of the shareholdings of each Executive Director and their connected persons as at

27 December 2025 and their interests in shares are detailed below with the percentage holding

calculated using the share price at that date. As stated in the Directors’ remuneration policy,

Executive Directors are required to build a shareholding equivalent in value to 200% of basic salary.

Director

Beneficially

owned at

27 December

2025

Beneficially

owned at

28 December

2024

Outstanding

PSP awards

(nil cost

options)

Vested PSP

awards not

exercised

Outstanding

SAYE awards

%

shareholding

achieved at

28 December

2025

2

Roisin Currie 30,198 29,424 124,736 24,045 346 107.1

Richard Hutton 70,908 62,105 81,765 – 346 269.8

Kate Ferry 562 562 – – – n/a

Mohamed Elsarky – – – – – n/a

Lynne Weedall 1,000 1,000 – – – n/a

Matt Davies 3,249 2,000 – – – n/a

Nigel Mills 925 – – – – n/a

Tamara Rogers

1

– – – – – n/a

1  Tamara Rogers was appointed to the Board on 1 June 2024.

2  Percentage shareholding is calculated taking into account the value of beneficially owned shares and the net of tax value of vested

PSP awards not exercised.

There have been no changes since 27 December 2025 in the Directors’ interests noted above.

Further details of outstanding share awards are given on page 115.

External directorships

Executive Directors may take up one Non-Executive Directorship outside of the Company subject to

the Board’s approval and provided that such an appointment is not likely to lead to a conflict of

interest. It is recognised that this can support a Director’s development and enhance experience as

well as benefit the Company. Executive Directors will be entitled to retain the fees of such an

appointment. Roisin Currie is a Non-Executive Director of Howden Joinery Group Plc.

Relative importance of spend on pay

The Committee is aware of the importance of pay across the business and the table below shows

the expenditure and percentage change in the overall spend on all colleague costs compared to

other key financial indicators.

2025

£m

2024

£m

% increase/

(decrease)

All colleague costs 755.9 686.6 10.1%

Dividends paid

1

70.3 106.8 (34.2%)

1  2024 dividends include a special dividend of 40.0p.

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118

DIRECTORS’ REMUNERATION REPORT CONTINUED

Percentage change in remuneration of all Directors

The table below sets out the percentage change in remuneration for all Directors (Executive and Non-Executive) compared to the wider workforce.

2025 2024 2023 2022 2021 2020

Salary

% change

Benefits

% change

Bonus

% change

Salary

% change

Benefits

% change

Bonus

% change

Salary

% change

Benefits

% change

Bonus

% change

Salary

% change

Benefits

% change

Bonus

% change

Salary

% change

Benefits

% change

Bonus

% change

Salary

1

% change

Benefits

% change

Bonus

% change

Roisin Currie 3.5% 5.7% (37.0%) 4.5% (24.5%) (34.7%) 4.0% 32.4% 50.1% n/a

2

n/a n/a n/a n/a n/a n/a n/a n/a

Richard Hutton 3.5% 0.2% (37.0%) 4.5% (0.1%) (34.7%) 4.0% 1.7% 17.0% 3.5% 27.4% (2.2%) 21.6% (9.0%) 100.0% (3.3%) (13.6%) (100.0%)

Matt Davies 3.5% n/a n/a 4.5% n/a n/a 0.0%  n/a n/a n/a

2

n/a n/a n/a n/a n/a n/a n/a n/a

Kate Ferry 3.5% n/a n/a 4.5% n/a n/a 4.6% n/a n/a 5.3% n/a n/a 10.9% n/a n/a (8.3%) n/a n/a

Lynne Weedall 3.5% n/a n/a 4.5% n/a n/a 4.6% n/a n/a n/a

2

n/a n/a n/a n/a n/a n/a n/a n/a

Mohamed Elsarky 3.5% n/a n/a 7.9% n/a n/a 9.9%

5

n/a n/a 3.5% n/a n/a n/a

2

n/a n/a n/a n/a n/a

Nigel Mills 3.5% n/a n/a 4.9% n/a n/a n/a

2

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Tamara Rogers 3.5% n/a n/a n/a

2

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

All colleagues 10.1%

3

(2.8%) (34.7%)

4

15.8%

3

(5.7%) (31.8 %)

4

9.4%

3

(6.8%) 9.4%

4

5.8%

3

(15.8%) (24.3%)

4

1.9%

3

(1.2%) 100%

4

4.1%

3

3.2% (100%)

4

1  For the period of 1 April 2020 to 31 August 2020 the salaries of the Executive Directors and Non-Executive Directors were voluntarily

reduced by 20%.

2  In order to provide a meaningful comparison, no annual change is shown for the year in which a Director was appointed and the

percentage change figures for the following year have been calculated on a full-year equivalent value.

3  For the purpose of salary the wider workforce is defined as all colleagues.

4  For the purpose of bonus the wider workforce is defined as management colleagues who are entitled to receive a bonus.

5  Mohamed Elsarky was appointed as Non-Executive Director responsible for colleague engagement during 2023 and therefore received

an additional payment for this role for part of the year.

Chief Executive pay ratio reporting

The adjacent tables outline the ratio of the Chief Executive’s single figure of total remuneration for

2025 expressed as a multiple of total remuneration for UK colleagues.

The three ratios are calculated by reference to the colleagues at the 25th, 50th and 75th percentile.

We additionally disclose the total pay and benefits and base salary of the colleagues used to

calculate the ratios.

In time, the table below will build to represent ten years of data:

Financial year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2025 Option B 37:1 36:1 32:1

2024 Option B 69:1 68:1 63:1

2023 Option B 69:1 64:1 61:1

2022 Option B 90:1 84:1 80:1

2021 Option B 99:1 98:1 68:1

2020 Option B 30:1 30:1 28:1

2019 Option B 132:1 126:1 108:1

The 25th, median and 75th percentile data were calculated as at 4 February 2026. Full-year pay data

for the 2025 financial year has been used to calculate the ratios.

Disclosure of colleague data used to calculate the ratios 25th percentile  Median  75th percentile

Total pay and benefits £27,399 £28,810 £32,553

Base salary £26,910 £27,689 £31,250

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119Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The following adjustments have been made in order to calculate the figures above:

•   We have used the assumption of a 40-hour week in order to calculate the hourly rate for the Chief

Executive from the single total remuneration figure.

•   As the hours our colleagues work vary week-to-week we have converted their hourly rate of pay

into the equivalent 40-hour week in order that this is directly comparable with the hourly rate for

the Chief Executive.

•   For the 2022 figure for the Chief Executive we used a combined calculation for Roisin Currie and

Roger Whiteside, based on the number of days each served as Chief Executive in 2022.

Of the three options set out in the legislation for calculating the Chief Executive pay ratio, we are

using Option B – which uses Gender Pay Gap (GPG) data – to calculate the pay ratio. We believe the

steady nature of our workforce ensures that the representative group remains the same as those

individuals who are identified through the GPG reporting process. The individuals represented at the

25th, median and 75th percentile are all colleagues within our front line retail and supply operations.

The nature of our workforce and demographics are such that we have over 95% of our colleagues

working in our front-line operations – be that in retail or in our supply chain.

Our pay reflects the key markets in which we operate and we also support our colleagues with

additional benefits such as profit share, paid breaks, colleague discount and discounted SAYE

participation. As previously outlined in this Report, a key focus continues to be workforce fairness

and the pay arrangements (negotiated through a collective bargaining agreement with unions that

covers 98% of our workforce) and support provided to our colleagues across the business. Our

people are what makes our business successful and protecting our culture alongside our

shareholders’ and wider stakeholders’ interests remains our priority.

We have once again reviewed carefully the approach taken with the wider workforce when

considering the approach to salary for the Executive Directors for the year ahead. As noted earlier in

the Remuneration Report, over 64% of our workforce has received a pay increase in 2026 of 4% with

86% receiving 3.7% or more. As outlined earlier, our pay award will now be implemented in April and

to support this transition in 2026, this pay increase was implemented in two stages across January

and April.

As in previous years, the Committee reviewed the pay award of both the Executive Directors and

Operating Board and agreed that the awards should be aligned to that of our salaried colleagues

across the wider workforce of 3.2%. However the Committee did not award an interim increase in

January 2026 for our Executive Directors and Operating Board.

As such and as required in the regulations, we confirm our belief that the median pay ratio for

the year is consistent with the Company’s wider pay, reward and progression policies affecting

our colleagues.

This Report was approved by the Board on 3 March 2026.

Signed on behalf of the Board.

Lynne Weedall

Chair of the Remuneration Committee

3 March 2026

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120

#### STATEMENT OF DIRECTORS’ STATEMENT OF DIRECTORS’

#### RESPONSIBILITIESRESPONSIBILITIES

The Directors are responsible for preparing

the Strategic Report and the Directors’

Report, the Directors’ Remuneration Report

and the Accounts in accordance with

applicable law and regulations.

Company law requires the Directors to prepare Group and Parent

Company accounts for each financial year. The Directors have

elected under company law and are required under the Listing

Rules of the Financial Conduct Authority to prepare the Group

accounts in accordance with UK-adopted International

Accounting Standards. The Directors have elected under

company law to prepare the Company accounts in accordance

with UK-adopted International Accounting Standards.

The Group and Parent Company accounts are required by law and

UK-adopted International Accounting Standards to present fairly

the financial position of the Group and the Parent Company and

the financial performance of the Group; the Companies Act 2006

provides in relation to such accounts that references in the

relevant part of that Act to accounts giving a true and fair view

are references to their achieving a fair presentation.

Under company law the Directors must not approve the accounts

unless they are satisfied that they give a true and fair view of the

state of affairs of the Group and the Parent Company and of the

profit or loss of the Group for that period.

In preparing each of the Group and Parent Company accounts,

the Directors are required to:

a.  Select suitable accounting policies and then apply

them consistently;

b.  Make judgements and accounting estimates that are

reasonable and prudent;

c.  State whether they have been prepared in accordance with

UK-adopted International Accounting Standards; and

d.  Prepare the accounts on the going concern basis unless it is

inappropriate to presume that the Group and the Parent

Company will continue in business.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group’s and

the Parent Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Group and the

Parent Company and enable them to ensure that the Accounts

and the Directors’ Remuneration Report comply with the

Companies Act 2006. They are also responsible for safeguarding

the assets of the Group and the Parent Company and hence for

taking reasonable steps for the prevention and detection of fraud

and other irregularities.

Directors’ statement pursuant to the Disclosure and

Transparency Rules

Each of the Directors, whose names and functions are listed

in the Directors’ Report confirm that, to the best of each

person’s knowledge:

a.  The accounts, prepared in accordance with the applicable set

of accounting standards, give a true and fair view of the

assets, liabilities, financial position and profit of the Parent

Company and the undertakings included in the consolidation

taken as a whole; and

b.  The Strategic Report and the Directors’ Report contained in

the Annual Report include a fair review of the development

and performance of the business and the position of the

Company and the undertakings included in the consolidation

taken as a whole, together with a description of the principal

risks and uncertainties that they face.

The Directors are responsible for the maintenance and integrity

of the corporate and financial information included on the

Greggs plc website.

Legislation in the United Kingdom governing the preparation

and dissemination of accounts may differ from legislation in

other jurisdictions.

Roisin Currie    Richard Hutton

Chief Executive    Chief Financial Officer

3 March 2026    3 March 2026

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

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121Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREGGS PLC

Opinion

We have audited the financial statements of Greggs plc (the ‘Parent Company’) and its subsidiaries

(the ‘Group’) for the 52 week period ended 27 December 2025 which comprise the Consolidated

income statement, the Consolidated statement of comprehensive income, Balance sheets,

Statements of changes in equity, Statements of cash flows and notes to the financial statements,

including significant accounting policies. The financial reporting framework that has been applied

in the preparation of the Group financial statements is applicable law and UK-adopted International

Accounting Standards. The financial reporting framework that has been applied in the preparation

of the Parent Company financial statements is applicable law and UK-adopted International

Accounting Standards and, as regards the Parent Company financial statements, as applied in

accordance with the provisions of the Companies Act 2006.

In our opinion:

•  the financial statements give a true and fair view of the state of the Group’s and of the Parent

Company’s affairs as at 27 December 2025 and of the Group’s profit for the 52 week period

then ended;

•  the Group financial statements have been properly prepared in accordance with UK-adopted

International Accounting Standards;

•  the Parent Company financial statements have been properly prepared in accordance with UK-

adopted International Accounting Standards and as applied in accordance with the Companies

Act 2006; and

•  the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We are independent

of the Group and Parent Company in accordance with the ethical requirements that are relevant to

our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to

listed public interest entities and we have fulfilled our other ethical responsibilities in accordance

with these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matter Group & Parent Company

•  Recoverability of shop-based assets

Materiality Group

•  Overall materiality: £8.01 million (2024: £9.25 million)

•  Performance materiality: £5.60 million (2024: £6.94 million)

Parent Company

•  Overall materiality: £8.00 million (2024: £9 million)

•  Performance materiality: £5.60 million (2024: £6.75 million)

Scope Our audit procedures covered 100% of revenue, 100% of total assets,

and 100% of profit before tax.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the Group and Parent Company financial statements of the current period and include

the most significant assessed risks of material misstatement (whether or not due to fraud) we

identified, including those which had the greatest effect on the overall audit strategy, the allocation

of resources in the audit and directing the efforts of the engagement team. These matters were

addressed in the context of our audit of the Group and Parent Company financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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122

Recoverability of shop-based assets

Key audit matter

description

Refer to pages 135 and 136 – Basis of preparation (Key estimates and judgements)

Refer to page 140 – Accounting policies (m)

Refer to Note 11 – Leases

Refer to Note 12 – Property, plant and equipment

As at 27 December 2025 Greggs operated over 2,700 shops, of which around 2,100 were company-managed shops (the ‘shops’) and the remainder were franchised units.

The Group therefore has a significant portfolio of assets, comprising right-of-use assets and property, plant & equipment for these shops as well as supply facilities and other

central assets. As at 27 December 2025 the Group held right-of-use assets of £413.0 million (2024: £387.2 million) and property, plant and equipment of £832.1 million (2024:

£664.7 million).

While the Group as a whole continues to trade profitably there is a risk that the carrying value of certain shop-based assets may not be supported by the performance of the

associated cash-generating-unit (‘CGU’). In the year ending 27 December 2025, the Group’s asset base has grown due to a significant capital programme, while the Group has

faced more challenging trading conditions.

Under IAS 36 Impairment of Assets management must perform an assessment at each reporting date as to whether any indicators of impairment exist. Both internal and

external factors are considered. This is considered at the individual CGU level and additionally a collective assessment is performed for all CGUs within the Group. The Group

determines each shop to be a CGU.

An impairment review has been performed for every CGU, with the recoverable amount of the assets determined with reference to the value-in-use of the associated shop.

An additional review is then performed for all CGUs on a group basis. The impairment review resulted in the recognition of an impairment charge of £3.0 million (2024: £2.1

million) against right-of-use assets and £3.9 million (2024: £2.9 million) against property, plant and equipment

A significant amount of management judgement and estimation is involved in determining the value-in-use of a shop, with the key assumptions including:

•  The risk-adjusted forecast cashflows of each CGU;

•  The period over which future cashflows have been forecast;

•  The discount rate; and

•  The allocation of central costs and assets to individual and grouped CGUs.

The asset impairment model is complex and is prepared using spreadsheets which increases the scope for error. The exercise involves a high level of management

judgement and is therefore deemed to be a significant risk with a high degree of estimation uncertainty.

Due to the factors explained above, we have identified the assessment of recoverability of shop-based assets and the related financial statement disclosures as a key

audit matter.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREGGS PLC CONTINUED

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123Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

How the matter was

addressed in the audit

Our audit work relating to the recoverability of shop-based assets included, but was not limited to:

1.  Assessing the appropriateness of underlying assumptions applied in the value-in-use calculation in the context of current and future performance of the underlying

assets in line with IAS 36, including considering discount rates, growth rates, lease terms and the impact of cost inflation on future cashflows;

2.  Critically challenging whether the assumptions in management’s forecasts appear realistic, achievable and consistent with other internal and external evidence, including

market and industry data;

3.  Performing sensitivity analysis to assess the level of headroom in the impairment calculations in order to identify the most sensitive assumptions on which we should

focus our work;

4.  Challenging key inputs such as the discount rate and long-term growth rates, utilising our valuation experts as appropriate;

5.  Making enquiries of key management personnel outside of the finance function to seek corroborative or contradictory evidence around the assumptions used in the model;

6.  Assessing the accuracy of historical forecasts and taking account of previous deviation rates as a basis for our sensitivity analysis;

7.  Checking for consistency of the forecast information used and sensitivities applied in respect of the impairment of assets to other areas considered as part of the audit

which rely on similar information and assumptions, including the assessment of going concern;

8.  Challenging management’s allocation of central costs within their forecast models;

9.  Assessing the integrity of the complex financial model used in the impairment assessment, utilising our internal modelling specialists;

10. Critically assessing management’s forecast cashflows in light of post year end performance of the portfolio; and

11. Critically evaluating the adequacy of disclosures made in respect of key estimates and judgements used in impairment reviews.

Key observations As a result of the audit work performed, as described above, we consider management’s conclusions in relation to recoverability of shop-based assets and the associated

disclosure in the financial statements to be appropriate.

The Audit Committee have also identified this as a key accounting judgement within their report on page 90.

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124

An overview of the scope of our audit

The Group consists of the Parent Company and nine subsidiaries all of which are located in the UK

and are dormant or non-trading. The Group audit team audited the only significant component being

the Parent Company.

In doing so the coverage achieved by our audit procedures was 100% of group revenue, total assets

and profit before tax.

The impact of climate change on the audit

In planning our audit, we considered the potential impact of the possible risks arising from

climate change on the Group’s and the Parent Company’s financial statements and obtained an

understanding of how management identifies and responds to climate-related risks. Further

information on management’s risk assessment, progress and commitments is provided in the

Group’s climate-related risk disclosures on pages 46 to 56 of the Annual Report.

We performed risk assessment procedures including making enquiries of management, reading

board minutes and applying our knowledge of the Group and the Parent Company and the sector

within which they operate, to assess the potential impact on the financial statements.

Taking account of the nature of the business, the extent of the headroom in impairment testing, and

useful economic lives of tangible and intangible assets to changing regulation, weather patterns

or business activities, we have not assessed climate-related risk to be significant to our audit. The

impact on our key audit matter was not deemed to be significant.

In accordance with our obligations with regards to other information, we have read the Group’s

climate-related risk disclosures on pages 46 to 56 of the Annual Report and in doing so have

considered whether those disclosures are materially inconsistent with the financial statements

or our knowledge obtained during the course of the audit, or otherwise appear to be materially

misstated.

We have not been engaged to provide assurance over the accuracy of the climate-related risk

disclosures set out on pages 46 to 56 in the Annual Report.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREGGS PLC CONTINUED

Our application of materiality

When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of

misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the

misstatements. Based on our professional judgement, we determined materiality as follows:

Group Parent company

Overall materiality  £8.01 million (2024: £9.25 million)  £8.00 million (2024: £9.00 million)

Basis for determining overall materiality 4.8% (2024: 4.9%) of profit before tax 4.8% (2024: 4.7%) of profit before tax

Rationale for benchmark applied  Profit before tax is the primary measure used by the shareholders in assessing

the performance of the Group

Profit before tax is the primary measure used by the shareholders in assessing

the performance of the Company

Performance materiality  £5.60 million (2024: £6.94 million) £5.60 million (2024: £6.75 million)

Basis for determining

performance materiality

70% (2024: 75%) of overall materiality 70% (2024: 75%) of overall materiality

Reporting of misstatements

to the Audit Committee

Misstatements in excess of £400,000 and misstatements below that threshold

that, in our view, warranted reporting on qualitative grounds.

Misstatements in excess of £400,000 and misstatements below that threshold

that, in our view, warranted reporting on qualitative grounds.

Performance materiality is the application of materiality at the individual account or balance level and is set at an amount to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds materiality. We determine performance materiality based on our risk assessments and applying our professional judgement.

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125Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of

the Directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going

concern basis of accounting included:

1.  Assessing the forward-looking assumptions used by management in their assessment

of going concern;

2.  Corroborating the key assumptions and inputs to supporting evidence, including terms of the

financing arrangements in place;

3.  Challenging management’s assumptions including performing downside sensitivities in respect

of key assumptions;

4.  Considering the adequacy of management’s scenario analysis and contingency plans;

5.  Checking the integrity and mechanism of the forecast model provided by management, utilising

our internal modelling specialists;

6.  Obtaining evidence that the forecasts have been authorised by the board;

7.  Assessing the historical accuracy of forecasting and using previous deviation rates as a basis for

our sensitivity analysis;

8.  Recalculating management’s covenant calculations for the current year and forecast period to

assess if there is a risk of non-compliance; and

9.  Evaluating the adequacy of going concern related disclosures in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the Group’s or the

Parent Company’s ability to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In relation to the entity reporting on how they have applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the Directors’ statement in the

financial statements about whether the Directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the

financial statements and our Auditor’s Report thereon. The Directors are responsible for the other

information contained within the Annual Report. Our opinion on the financial statements does not

cover the other information and, except to the extent otherwise explicitly stated in our report, we do

not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this

gives rise to a material misstatement in the financial statements themselves. If, based on the work

we have performed, we conclude that there is a material misstatement of this other information, we

are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly

prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

•  the information given in the Strategic Report and the Directors’ Report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

•  the Strategic Report and the Directors’ Report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and their

environment obtained in the course of the audit, we have not identified material misstatements in

the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act

2006 requires us to report to you if, in our opinion:

•  adequate accounting records have not been kept by the Parent Company, or returns adequate for

our audit have not been received from branches not visited by us; or

•  the Parent Company financial statements and the part of the Directors’ Remuneration Report to

be audited are not in agreement with the accounting records and returns; or

•  certain disclosures of Directors’ remuneration specified by law are not made; or

•  we have not received all the information and explanations we require for our audit.

Corporate governance statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and

that part of the Corporate Governance Statement relating to the Parent Company’s compliance with

the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

126

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Corporate Governance Statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

•  Directors’ statement with regards the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 80;

•  Directors’ explanation as to their assessment of the Group’s prospects, the period this

assessment covers and why the period is appropriate set out on page 69;

•  Directors’ statement on whether it has a reasonable expectation that the Group will be able to

continue in operation and meets its liabilities set out on page 69;

•  Directors’ statement on fair, balanced and understandable set out on page 80;

•  Board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks set out on page 64;

•  Section of the Annual Report that describes the review of effectiveness of risk management and

internal control systems set out on pages 93 and 94; and,

•  Section describing the work of the audit committee set out on pages 88 to 94.

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement set out on page 120, the Directors

are responsible for the preparation of the financial statements and for being satisfied that they give

a true and fair view, and for such internal control as the Directors determine is necessary to enable

the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and

the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the Directors

either intend to liquidate the Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s

Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

The extent to which the audit was considered capable of detecting irregularities,

including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our

audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and

regulations that have a direct effect on the determination of material amounts and disclosures in

the financial statements, to perform audit procedures to help identify instances of non-compliance

with other laws and regulations that may have a material effect on the financial statements, and

to respond appropriately to identified or suspected non-compliance with laws and regulations

identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material

misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit

evidence regarding the assessed risks of material misstatement due to fraud through designing

and implementing appropriate responses and to respond appropriately to fraud or suspected fraud

identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with

governance, to ensure that the entity’s operations are conducted in accordance with the provisions

of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including

fraud, the Group audit engagement team:

•  obtained an understanding of the nature of the industry and sector, including the legal and

regulatory framework that the Group and Parent Company operate in and how the Group and

Parent Company are complying with the legal and regulatory framework;

•  inquired of management, and those charged with governance, about their own identification

and assessment of the risks of irregularities, including any known actual, suspected or alleged

instances of fraud;

•  discussed matters about non-compliance with laws and regulations and how fraud might occur

including assessment of how and where the financial statements may be susceptible to fraud,

having obtained an understanding of the overall control environment.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREGGS PLC CONTINUED

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127Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The most significant laws and regulations were determined as follows:

Legislation / Regulation Additional audit procedures performed by the Group audit engagement team included:

IFRS/UK-adopted IAS,

and Companies Act 2006

•  Review of the financial statement disclosures and testing to

supporting documentation;

•  Completion of disclosure checklists to identify areas

of non-compliance.

Tax compliance

regulations

•  Inspection and review of tax computations prepared by management;

•  Inspection of correspondence with local tax authorities; and

•  Input from a tax specialist was obtained regarding complex and

significant matters, with particular focus on indirect taxes.

Distributable profits

legislation

•  Assessment of compliance as part of our audit work relating

to reserves.

Pension legislation  •  Assessment of extent of compliance as part of our audit work relating

to defined benefit pensions.

Food Safety/Health and

Safety/Employment/

General Data Protection

Regulation

•  Inquiry of management and Directors.

•  Inspection of correspondence with legal advisors and regulators

(where applicable).

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk Audit procedures performed by the audit engagement team:

Revenue recognition –

cut off

•  Testing a sample of transactions recognised in the period

immediately pre and post-year-end for each significant revenue

stream, ensuring that revenue was recognised in the correct

accounting period in line with the Group’s accounting policy.

Management override of

controls

•  Testing the appropriateness of journal entries and other

adjustments;

•  Assessing whether the judgements made in making accounting

estimates are indicative of a potential bias; and

•  Evaluating the business rationale of any significant transactions that

are unusual or outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located

on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities.

This description forms part of our Auditor’s Report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the shareholders on

14 May 2021 to audit the financial statements for the year ending 1 January 2022 and subsequent

financial periods.

The period of total uninterrupted consecutive appointments is five years, covering the periods

ending 1 January 2022 to 27 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group

or the Parent Company and we remain independent of the Group and the Parent Company in

conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee in accordance with

ISAs (UK).

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of

Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state

to the Company’s members those matters we are required to state to them in an Auditor’s Report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

In due course, as required by the Financial Conduct Authority (FCA) Disclosure Guidance and

Transparency Rules, these financial statements will form part of the Annual Financial Report

prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the National

Storage Mechanism of the UK FCA. This Auditor’s Report provides no assurance over whether the

Annual Financial Report has been prepared in XHTML format.

Mark Harwood (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

1 St. James’ Gate

Newcastle upon Tyne

NE1 4AD

3 March 2026

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128

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2025 | 2025 |  | 2024 | 2024 |  |
|  |  | Excluding | Exceptional items | 2025 | Excluding | Exceptional items | 2024 |
|  |  | exceptional items | (see Note 4) | Total | exceptional items | (see Note 4) | Total |
|  | Note | £m | £m | £m | £m | £m | £m |
| Revenue | 1 | 2,151.2 | – | 2,151.2 | 2, 014.4 | – | 2,0 14.4 |
| Cost of sales |  | (829.1) | – | (829.1) | (770.8) | – | (770.8) |
| Gross profit |  | 1,322.1 | – | 1,322.1 | 1,243.6 | – | 1,243.6 |
| Distribution and selling costs |  | (1,036.3) | – | (1, 036.3) | (950.4) | 0.3 | (950.1) |
| Administrative expenses |  | (98.3) | (3.8) | (102.1) | (97 .9) | – | (97 .9) |
| Other income |  | – | – | – | – | 13.8 | 13.8 |
| Operating profit |  | 187 .5 | (3.8) | 183.7 | 195.3 | 14.1 | 209.4 |
| Finance income | 6 | 1.8 | – | 1.8 | 8.1 | – | 8.1 |
| Finance expense | 6 | (17 .4) | (0.7) | (18.1) | (13.6) | – | (13.6) |
| Profit before tax | 3–6 | 171.9 | (4.5) | 167 .4 | 189.8 | 14.1 | 203.9 |
| Income tax | 8 | (46.1) | 0.9 | (45.2) | (48.8) | (1.7) | (50.5) |
| Profit for the financial year attributable to equity holders of the Parent |  | 125.8 | (3.6) | 122.2 | 14 1. 0 | 12.4 | 153.4 |
| Basic earnings per share | 9 | 12 3.5p | (3.5p) | 120.0p | 138.5p | 12.2p | 150.7p |
| Diluted earnings per share | 9 | 122.8p | (3.5p) | 1 19.3p | 137 .5p | 12.1p | 149.6p |

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 52 WEEKS ENDED 27 DECEMBER 2025 (2024: 52 WEEKS ENDED 28 DECEMBER 2024)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Note | £m | £m |
| Profit for the financial year |  | 122.2 | 153.4 |
| Other comprehensive income |  |  |  |
| Items that will not be reclassified to profit or loss: |  |  |  |
| Remeasurements on defined benefit pension plans | 22 | 0.1 | (11.9) |
| Tax on remeasurements on defined benefit pension plans | 8 | – | 0.9 |
| Other comprehensive income for the financial year, net of income tax |  | 0.1 | (11.0) |
| Total comprehensive income for the financial year |  | 122.3 | 142.4 |

CONSOLIDATED INCOME STATEMENT

FOR THE 52 WEEKS ENDED 27 DECEMBER 2025 (2024: 52 WEEKS ENDED 28 DECEMBER 2024)

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129Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Group |  | Parent Company |  |
|  |  | 2025 | 2024 | 2025 | 2024 |
|  | Note | £m | £m | £m | £m |
| ASSETS |  |  |  |  |  |
| Non-current assets |  |  |  |  |  |
| Intangible assets | 10 | 43.0 | 24.9 | 43.0 | 24.9 |
| Property, plant and equipment | 12 | 832.1 | 664.7 | 832.7 | 665.3 |
| Right-of-use assets | 11 | 4 13.0 | 387.2 | 413.0 | 387.2 |
| Investments | 13 | – | – | 5.0 | 5.0 |
| Current assets |  | 1,288.1 | 1, 076.8 | 1,293.7 | 1,082.4 |
| Inventories | 15 | 55.7 | 55.2 | 55.7 | 55.2 |
| Trade and other receivables | 16 | 69.4 | 62.4 | 69.4 | 62.4 |
| Cash and cash equivalents | 17 | 70.8 | 125.3 | 70.8 | 125.3 |
|  |  | 195.9 | 242.9 | 195.9 | 242.9 |
| Total assets |  | 1,484.0 | 1,319.7 | 1,489.6 | 1,325.3 |
| LIABILITIES |  |  |  |  |  |
| Current liabilities |  |  |  |  |  |
| Trade and other payables | 18 | (272.8) | (243.9) | (280.5) | (251.6) |
| Current tax liabilities | 19 | (2.1) | (9.1) | (2.1) | (9.1) |
| Lease liabilities | 11 | (62.5) | (53.8) | (62.5) | (53.8) |
| Short-term provisions | 24 | (10.3) | (3.4) | (10.3) | (3.4) |
| Non-current liabilities |  | (347 .7) | (310.2) | (355.4) | (317.9) |
| Borrowings | 20 | (25. 0) | – | (25.0) | – |
| Other payables | 21 | (1.4) | (1.8) | (1.4) | (1.8) |
| Lease liabilities | 11 | (387 .3) | (361.3) | (387.3) | (361.3) |
| Deferred tax liability | 14 | (93.7) | (72.6) | (93.1) | (72.0) |
| Long-term provisions | 24 | (3.4) | (2.9) | (3.4) | (2.9) |
| Defined benefit pension liability | 22 | (0.3) | (0.4) | (0.3) | (0.4) |
|  |  | (511.1) | (439. 0) | (510.5) | (438.4) |
| Total liabilities |  | (858.8) | (749.2) | (865.9) | (756.3) |
| Net assets |  | 625.2 | 570.5 | 623.7 | 569.0 |
| EQUITY |  |  |  |  |  |
| Capital and reserves |  |  |  |  |  |
| Issued capital | 25 | 2 .0 | 2 .0 | 2.0 | 2.0 |
| Share premium account | 25 | 25.1 | 25.1 | 25.1 | 25.1 |
| Capital redemption reserve | 25 | 0.4 | 0.4 | 0.4 | 0.4 |
| Retained earnings |  | 597 .7 | 543.0 | 596.2 | 541.5 |
| Total equity attributable to equity holders of the Parent |  | 625.2 | 570.5 | 623.7 | 569.0 |

Of the Group profit for the year, £122.2 million (2024: £153.4 million) is dealt with in the accounts of the Parent Company.

The accounts on pages 128 to 173 were approved and authorised for issue by the Board of Directors on 3 March 2026 and were signed on its behalf by:

Roisin Currie  Richard Hutton

Company Registered Number 502851

BALANCE SHEETS

AT 27 DECEMBER 2025 (2024: 28 DECEMBER 2024)

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130

Group

52 weeks ended 28 December 2024

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Attributable to equity holders of the Company |  |  |
|  |  |  |  | Capital |  |  |
|  |  | Issued | Share | redemption | Retained |  |
|  |  | capital | premium | reserve | earnings | Total |
|  | Note | £m | £m | £m | £m | £m |
| Balance at 31 December 2023 |  | 2 .0 | 25.1 | 0.4 | 503.4 | 530.9 |
| Total comprehensive income for the year |  |  |  |  |  |  |
| Profit for the financial year |  | – | – | – | 153.4 | 153.4 |
| Other comprehensive income |  | – | – | – | (11.0) | (11.0) |
| Total comprehensive income for the year |  | – | – | – | 142.4 | 142.4 |
| Transactions with owners, recorded directly in equity |  |  |  |  |  |  |
| Purchase of own shares | 25 | – | – | – | (5.0) | (5.0) |
| Sale of own shares | 25 | – | – | – | 4.7 | 4.7 |
| Share-based payment transactions | 23 | – | – | – | 4.5 | 4.5 |
| Dividends to equity holders | 25 | – | – | – | (106.8) | (106.8) |
| Tax items taken directly to equity | 8 | – | – | – | (0.2) | (0.2) |
| Total transactions with owners |  | – | – | – | (102.8) | (102.8) |
| Balance at 28 December 2024 |  | 2 .0 | 25.1 | 0.4 | 543.0 | 570.5 |

52 weeks ended 27 December 2025

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Attributable to equity holders of the Company |  |  |
|  |  |  |  | Capital |  |  |
|  |  | Issued | Share | redemption | Retained |  |
|  |  | capital | premium | reserve | earnings | Total |
|  | Note | £m | £m | £m | £m | £m |
| Balance at 29 December 2024 |  | 2.0 | 25.1 | 0.4 | 543.0 | 570.5 |
| Total comprehensive income for the year |  |  |  |  |  |  |
| Profit for the financial year |  | – | – | – | 122.2 | 122.2 |
| Other comprehensive income |  | – | – | – | 0.1 | 0.1 |
| Total comprehensive income for the year |  | – | – | – | 122.3 | 122.3 |
| Transactions with owners, recorded directly in equity |  |  |  |  |  |  |
| Sale of own shares | 25 | – | – | – | 1.6 | 1.6 |
| Share-based payment transactions | 23 | – | – | – | 1.5 | 1.5 |
| Dividends to equity holders | 25 | – | – | – | (70.3) | (70.3) |
| Tax items taken directly to equity | 8 | – | – | – | (0.4) | (0.4) |
| Total transactions with owners |  | – | – | – | (67 .6) | (67 .6) |
| Balance at 27 December 2025 |  | 2.0 | 25.1 | 0.4 | 597 .7 | 625.2 |

STATEMENTS OF CHANGES IN EQUITY

FOR THE 52 WEEKS ENDED 27 DECEMBER 2025 (2024: 52 WEEKS ENDED 28 DECEMBER 2024)

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131Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Parent Company

52 weeks ended 28 December 2024

Attributable to equity holders of the Company

Note

Issued

capital

£m

Share

premium

£m

Capital

redemption

reserve

£m

Retained

earnings

£m

Total

£m

Balance at 31 December 2023 2.0  25.1  0.4  501.9 529.4

Total comprehensive income for the year

Profit for the financial year 7 –  –  –  153.4  153.4

Other comprehensive income –  –  –  (11.0) (11.0)

Total comprehensive income for the year –  –  –  142.4  142.4

Transactions with owners, recorded directly in equity

Purchase of own shares 25 –  –  –  (5.0) (5.0)

Sale of own shares 25 –  –  –  4.7 4.7

Share-based payment transactions 23 –  –  –  4.5  4.5

Dividends to equity holders 25 –  –  –  (106.8) (106.8)

Tax items taken directly to equity 8 –  –  –  (0.2) (0.2)

Total transactions with owners –  –  –  (102.8)  (102.8)

Balance at 28 December 2024 2.0  25.1  0.4  541.5 569.0

52 weeks ended 27 December 2025

Attributable to equity holders of the Company

Note

Issued

capital

£m

Share

premium

£m

Capital

redemption

reserve

£m

Retained

earnings

£m

Total

£m

Balance at 29 December 2024 2.0  25.1  0.4  541.5 569.0

Total comprehensive income for the year

Profit for the financial year 7 –  –  –  122.2 122.2

Other comprehensive income –  –  –  0.1 0.1

Total comprehensive income for the year –  –  –  122.3 122.3

Transactions with owners, recorded directly in equity

Sale of own shares 25 –  –  –  1.6 1.6

Share-based payment transactions 23 –  –  –  1.5 1.5

Dividends to equity holders 25 –  –  –  (70.3) (70.3)

Tax items taken directly to equity 8 –  –  –  (0.4) (0.4)

Total transactions with owners –  –  –  (67.6) (67.6)

Balance at 27 December 2025 2.0  25.1  0.4  596.2 623.7

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132

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | Group and Parent Company |  |
|  |  |  | 2024 |
|  |  | 2025 | Restated |
|  | Note | £m | £m |
| Operating activities |  |  |  |
| Cash generated from operations |  | 383.7 | 352.6 |
| Income tax paid |  | (31.5) | (27 .7) |
| Interest received |  | 2.1 | 7. 7 |
| Interest paid on lease liabilities | 6 | (16.7) | (13.0) |
| Interest paid on borrowings and other related charges | 6 | (0.6) | (1.0) |
| Net cash inflow from operating activities |  | 337 .0 | 318.6 |
| Investing activities |  |  |  |
| Acquisition of property, plant and equipment |  | (263.3) | (230. 0) |
| Acquisition of intangible assets |  | (22.1) | (10.9) |
| Proceeds from sale of property, plant and equipment |  | 0.9 | 16.1 |
| Net cash outflow from investing activities |  | (284.5) | (224.8) |
| Financing activities |  |  |  |
| Proceeds from borrowing | 20 | 40. 0 | – |
| Repayment of borrowing | 20 | (15. 0) | – |
| Sale of own shares |  | 1.6 | 4.7 |
| Purchase of own shares |  | – | (5.0) |
| Dividends paid |  | (70.3) | (106.8) |
| Repayment of principal on lease liabilities |  | (63.3) | (56.7) |
| Net cash outflow from financing activities |  | (107 .0) | (163.8) |
| Net decrease in cash and cash equivalents |  | (54.5) | (70.0) |
| Cash and cash equivalents at the start of the year | 17 | 125.3 | 195.3 |
| Cash and cash equivalents at the end of the year | 17 | 70.8 | 125.3 |

There has been a voluntary change in accounting policy whereby interest received has been included as an operating activity instead of an investing activity, which the Group considers better reflects the

nature of the cash inflows. The prior year total for net cash inflow from operating activities has been increased by £7.7 million with a corresponding decrease in net cash outflow from investing activities.

There is no change to the net decrease in cash and cash equivalents in 2024.

STATEMENTS OF CASH FLOWS

FOR THE 52 WEEKS ENDED 27 DECEMBER 2025 (2024: 52 WEEKS ENDED 28 DECEMBER 2024)

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133Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Statements of cash flows – cash generated from operations

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | Group and Parent Company |  |
|  |  | 2025 | 2024 |
|  | Note | £m | £m |
| Profit for the financial year |  | 122.2 | 153.4 |
| Amortisation | 10 | 4.7 | 4.2 |
| Depreciation – property, plant and equipment | 12 | 90.7 | 76.6 |
| Depreciation – right-of-use assets | 11 | 65.2 | 59.2 |
| Net impairment charge – property, plant and equipment | 12 | 3.9 | 2.9 |
| Impairment charge – right-of-use assets | 11 | 3 .0 | 2.1 |
| Loss/(profit) on sale of property, plant and equipment | 3 | 1.7 | (11.8) |
| Release of government grants | 3 | (0.5) | (0.5) |
| Share-based payment expenses | 23 | 1.5 | 4.5 |
| Finance income | 6 | (1.8) | (8.1) |
| Finance expense | 6 | 18.1 | 13.6 |
| Income tax expense | 8 | 45.2 | 50.5 |
| Increase in inventories |  | (0.4) | (6.4) |
| Increase in receivables |  | (7 .4) | (8.1) |
| Increase in payables |  | 31.6 | 24.9 |
| Increase in provisions |  | 6.0 | 0.1 |
| Defined benefit pension scheme special contribution | 22 | – | (4.5) |
| Cash generated from operations |  | 383.7 | 352.6 |

134

Significant accounting policies

Greggs plc (the ‘Company’) is a company incorporated and domiciled in the UK. The Group accounts consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). The results of

the associate are not consolidated on the grounds of materiality. The Parent Company accounts present information about the Company as a separate entity and not about its Group.

The accounts were authorised for issue by the Directors on 3 March 2026.

(a)  Statement of compliance

The Group and Parent Company accounts have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to

companies reporting under those standards.

(b)  Basis of preparation

The accounts are presented in pounds sterling, rounded to the nearest £0.1 million unless otherwise stated, and are prepared on the historical cost basis except for the defined benefit pension liability,

which is recognised as the fair value of the plan assets less the present value of the defined benefit obligation.

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Directors’ Report and Strategic Report on pages 1 to 120. The

financial position of the Group, its cash flows and liquidity position are described in the Financial Review on pages 57 to 61. In addition, Note 2 to the accounts includes: the Group’s objectives, policies and

processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The accounting policies set out below have been applied consistently throughout the Group and to all years presented in these consolidated accounts except if mentioned otherwise. From 29 December

2024, the following amendments were adopted by the Group:

•  Lease liability in sale and leaseback – Amendments to IFRS 16.

•  Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 17.

The adoption of these standards did not have a material effect on the accounts.

Going concern

The Directors have considered the adoption of the going concern basis of preparation for these accounts in the context of recent trading performance, macroeconomic conditions and the trading outlook

of the Group. At the end of the reporting period the Group had available liquidity totalling £145.8 million, comprised of cash and cash equivalents of £70.8 million (including a £25.0 million drawdown on the

revolving credit facility (RCF)) plus the undrawn element of the RCF of £75.0 million, which is committed to June 2028 with a further one-year extension option. The RCF includes financial covenants that

the Group must comply with related to maximum leverage and a minimum fixed charge cover. How these covenants are measured and the required ratios are set out in Note 2.

The Directors have reviewed cash flow forecasts prepared for the period up to December 2027 as well as covenant compliance for that period. In reviewing the cash flow forecasts the Directors considered

the current trading performance of the Group and the likely capital expenditure and working capital requirements of its growth plans.

After reviewing these cash flow forecasts and making enquiries, the Directors are confident that the Company and the Group will have sufficient funds to continue to meet their liabilities as they fall due for

at least 12 months from the date of approval of the accounts. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Accounts.

NOTES TO THE ACCOUNTS

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135Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Consideration of climate risk matters

The Group continues to assess the impact of climate risk matters on many aspects of the business, including climate-related scenario analysis as required by the Task Force on Climate-related Financial

Disclosures. Building on this scenario analysis, consideration has been given to the impact of climate-related risk on management judgements and estimates, and compliance with existing accounting

requirements. Any incurred costs and investments associated with our sustainability strategy are reflected in the Group’s accounts. The impact of climate-related risk matters is not expected to be

material to these consolidated accounts, the Group going concern assessments to December 2027, or the viability of the Group over the next three years.

Key estimates and judgements

The preparation of financial information in conformity with UK-adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported

amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which

the estimate is revised if the revision affects only that year, or in the year of revision and future years if the revision affects both current and future years.

Impairment (estimation)

Property, plant and equipment and right-of-use assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. For example, shop fittings

and right-of-use assets may be impaired if sales in that shop fall. When a review for impairment is conducted the recoverable amount is estimated based on the higher of the value-in-use calculations or fair

value less costs of disposal. Value-in-use calculations are based on management’s estimates of future cash flows generated by the assets and an appropriate discount rate. Consideration is also given to

whether the impairment assessments made in prior years remain appropriate based on the latest expectations in respect of recoverable amounts. Where it is concluded that the impairment has reduced, a

reversal of the impairment is recorded to the carrying value that would have been recognised if the original impairment had not occurred, net of depreciation that would have been charged.

The Group has traded profitably throughout 2025; however volumes have been under pressure from reduced consumer spending impacting the wider food-to-go market. The volume pressure and

increased fixed costs related to manufacturing, logistics and technology capacity have resulted in profit before tax excluding exceptionals reducing by 9.4% to £171.9 million. Despite this fall in profits

the Group remains highly cash generative with the net cash inflow from operating activities after lease payments increasing to £273.7 million (2024: £261.9 million). As such there is not considered to

be a global indicator of impairment across the Group’s asset base. Where indicators of impairment exist for specific cash-generating units (CGUs), with each individual shop considered a CGU, then an

impairment review has been performed to calculate the recoverable value. The Group as a whole (comprising both company-managed shops and business-to-business) is also considered a group of CGUs

for impairment testing purposes.

For those shops with indications of impairment, the value-in-use has been calculated using the following assumptions:

•  Like-for-like sales for shops with more than two years trade has been assumed to grow at a rate of 2.4% for year one of the period of the impairment review, reducing to 1.5% for years two and three,

before increasing to 3.0% in years four and five as volumes are assumed to recover. No growth has been assumed for year six onwards;

•  Earnings before interest, tax, depreciation, amortisation and rent (EBITDAR) is used as a proxy for net cash flow excluding rental payments;

•  In valuing individual shop CGUs, central overheads have been allocated to the CGUs to the extent that management consider them to be directly attributable or capable of being reasonably allocated

with reference to shop sales, in order to assess recoverability of those shop assets. The group of CGUs as described above is then assessed for impairment considering all overheads of the business,

including those not allocated to individual shop CGUs;

•  The discount rate is based on the Group’s pre-tax cost of capital and at 27 December 2025 was 9.5% (28 December 2024: 10.0%); and

•  Cash flows are forecast up to the probable end date of the lease. Where considered appropriate, based on the estimated useful lives of fixtures and fittings within the CGU, cash flows may be included

for periods beyond the lease probable end date (to a maximum of five years in total).

On the basis of these assumptions, a net impairment charge of £6.9 million has been recognised during the current year (2024: £5.0 million), of which £3.9 million relates to fixtures and fittings and £3.0

million relates to right-of-use asset. The total impairment provision as at 27 December 2025 is £13.9 million (2024: £9.5 million) in respect of 167 shops (2024: 109 shops), of which £7.0 million relates to

fixtures and fittings and £6.9 million relates to right-of-use assets.

136

Significant accounting policies continued

(b)  Basis of preparation continued

Change in Accounting Estimate

During 2025 the value-in-use calculations have been updated to reflect the latest assessment of overhead allocations alongside updating the other inputs detailed above. The revised approach to allocating

overheads (retail, supply chain and corporate overheads) between individual shop CGUs and the group of CGUs better aligns to the Group’s assessment of central overheads, reflective of the ongoing

investment in the central estate, a growing business-to-business segment, overheads incurred in respect of growing the company-managed estate and overheads related to exploring other growth

opportunities. If the previous method of allocating overheads had been applied to the value-in-use calculations for 2025, the impairment charge in 2025 would be higher by £8.9 million; however the

approach taken in 2025 is considered a more appropriate basis for the reasons outlined above. If the 2025 methodology for overhead allocation had been applied to the prior year value-in-use calculations,

whilst leaving all other inputs to the calculations unchanged, the impact on the 2024 impairment charge would have been immaterial.

Given the uncertainties in the impairment model, the sensitivities of these assumptions on the impairment calculation have been tested:

•  A 1% increase in the discount rate would result in an increased impairment of £1.0 million, with an additional three shops impaired. A 1% decrease in the discount rate would result in a reduced

impairment of £1.0 million, with six fewer shops impaired.

•  A 5% increase in the year one like-for-like assumption would result in a reduced impairment of £4.7 million with 35 fewer shops impaired. A 5% decrease in the year one like-for-like assumption would

result in an increased provision of £6.5 million with an additional 37 shops impaired.

Determining the rate used to discount property lease payments (judgement)

At the commencement date of property leases the lease liability is calculated by discounting the lease payments. The discount rate used should be the interest rate implicit in the lease. However, if that

rate cannot be readily determined, which is generally the case for property leases, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the

funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. As the Group had no suitable external borrowings

from which to determine that rate, judgement is required to determine the incremental borrowing rate to be used. Given the volume of lease events and for simplicity, at the start of each month a risk-free

rate is obtained, linked to the length of the lease and an adjustment is then made to reflect credit risk. This rate is applied to new leases and modifications arising in that month. During the year discount

rates in the range 5.2% to 6.3% (2024: 5.1% to 6.1%) were used. Small changes in the discount rate would have an immaterial impact on the accounts. A 0.1% change in the discount rate used for each lease

is estimated to adjust the total liabilities by circa £2.3 million.

Determining the lease term of property leases (judgement)

At the commencement date of property leases, and based on previous experience, the Group normally determines the lease term to be the full term of the lease, assuming that any option to break or

extend the lease is unlikely to be exercised and it is not reasonably certain that the Group will continue in occupation for any period beyond the lease term. Leases are regularly reviewed and will be revalued

if it becomes reasonably certain, as a result of trading performance and/or further investment in the property, that a break clause or option to extend the lease will be exercised.

The leases typically run for a period of 10 or 15 years. In England and Wales, the majority of the Group’s property leases are protected by the Landlord and Tenant Act 1954 (LTA) which affords protection to

the lessee at the end of an existing lease term.

Judgement is required in respect of those property leases where the current lease term has expired but the Group has not yet renewed the lease. Where the Group believes renewal to be reasonably

certain and the lease is protected by the LTA it will be treated as having been renewed at the date of termination of the previous lease term and on the same terms as the previous lease. Where renewal

is not considered to be reasonably certain the leases are included with a lease term which reflects the anticipated notice period under relevant legislation. The lease will be revalued when it is renewed

to take account of the new terms. As at 27 December 2025 the financial effect of applying this judgement, recognising lease liabilities outside of the contractual term, was an increase of £37.5 million

(28 December 2024: £27.0 million).

NOTES TO THE ACCOUNTS CONTINUED

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137Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Post-retirement benefits – defined benefit obligation (estimation)

The determination of the defined benefit obligation of the Group’s defined benefit pension scheme depends on the selection of certain assumptions with significant estimation uncertainty including

the discount rate, inflation rate, mortality rates and commutation. Differences arising from actual experience or future changes in assumptions will be reflected in future years. The key assumptions,

sensitivities and carrying amounts for 2025 are given in Note 22.

(c)  Basis of consolidation

The consolidated accounts include the results of Greggs plc and its subsidiary undertakings for the 52 weeks ended 27 December 2025. The comparative period is the 52 weeks ended 28 December 2024.

(i) Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. The accounts of subsidiaries are included in the consolidated accounts from the date on which control commences until the date on which control ceases.

(ii)  Transactions eliminated on consolidation

Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated accounts.

(d)  Exceptional items

Exceptional items are defined as items of income and expenditure which are material and/or unusual in nature and which are considered to be of such significance that they require separate disclosure on

the face of the income statement. Any future movements on items previously classified as exceptional will also be classified as exceptional .

(e)  Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet

date are translated at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange

rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the income statement.

(f)  Intangible assets

The Group’s only intangible assets relate to computer software and licences. These are initially recognised as the cost of acquisition, including any internal and external implementation and development

costs related to the software. Costs associated with internally generated software are recognised as an intangible asset only if they can be separately identified, it is probable that the asset will generate

future economic benefits which exceed one year, and the cost can be measured reliably. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the

specific asset to which it relates. All other expenditure is recognised in the income statement as incurred.

Intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised in the income statement on a straight-line basis over the estimated

useful lives of intangible assets from the date that they are available for use. The estimated useful lives are five to ten years.

Assets in the course of development are recategorised and amortisation commences when the assets are available for use in the manner intended by management.

138

Significant accounting policies continued

(g) Leases

(i)  Lease recognition

At inception of a contract the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period

of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

(ii)  Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less accumulated depreciation and impairment losses and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, adjusted for any lease payments made at or before the commencement date, less any

lease incentives received. Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term on a straight-line basis. Right-of-use assets are subject to, and reviewed regularly

for, impairment. Depreciation on right-of-use assets is included in cost of sales, selling and distribution costs or administrative expenses in the consolidated income statement as appropriate.

(iii)  Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of the lease payments to be made over the lease term. Lease payments include fixed

payments less any lease incentives receivable and variable lease payments that depend on an index or rate. Any variable lease payments that do not depend on an index or rate are recognised as an expense

in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

Generally the Group uses its incremental borrowing rate as the discount rate. When there are no external borrowings, judgement is required to determine an approximation, calculated based on UK

Government gilt rates of an appropriate duration and adjusted by an indicative credit premium.

After the commencement date, the lease liability is increased to reflect the accretion of interest and reduced for lease payments made. In addition, the carrying amount of lease liabilities is remeasured if

there is a modification, a change in the lease term or a change in the fixed lease payments. The remeasured lease liability (and corresponding right-of-use asset) is calculated using a revised discount rate,

based upon a revised incremental borrowing rate at the time of the change. Interest charges are included in finance expense in the income statement unless capitalised in accordance with accounting

policy (h).

(iv)  Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery and equipment that have a lease term of less than 12 months and leases of low-value

assets. Lease payments relating to short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

(v)  Variable lease payments

Some property leases contain variable payment terms that are linked to sales generated from a shop. For individual shops, up to 100% of lease payments are on the basis of variable payment terms. These

payments are recognised in the income statement in the period in which the condition that triggers them occurs.

(h)  Property, plant and equipment

(i)  Owned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (see accounting policy (m)). The cost of self-constructed assets

includes the cost of materials and direct labour. Lease interest costs incurred on lease liabilities and depreciation of right-of-use assets are recognised as part of the cost of an asset where they are directly

attributable to the acquisition or construction of that asset.

NOTES TO THE ACCOUNTS CONTINUED

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139Greggs plc  Annual Report and Accounts 2025

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(ii)  Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the

component will flow to the Group, and its cost can be measured reliably. The carrying value of the replaced component is derecognised. The costs of the day-to-day servicing of property, plant and

equipment are recognised in the income statement as incurred.

(iii) Depreciation

Depreciation is provided so as to write off the cost (less residual value) of each item of property, plant and equipment during its expected useful life using the straight-line method over the following periods:

Freehold and long leasehold buildings    20 to 40 years

Short leasehold improvements    10 years or length of lease if shorter

Plant and equipment      3 to 20 years

Fixtures and fittings      3 to 10 years

Freehold land is not depreciated.

Depreciation methods, useful lives and residual values (if not insignificant) are reassessed annually.

(iv)  Assets in the course of construction

These assets are recategorised and depreciation commences when the assets are available for use in the manner intended by management.

(v)  Investment properties

Certain properties included within land and buildings include floors which are not occupied by the Group and are therefore rented out on short-term residential leases to generate rental income. Investment

properties are accounted for using the cost model and, given the immaterial value of the elements held to generate rental income, they have not been separately presented from property, plant and

equipment within the accounts. The fair value of these residential rental units is not considered to be material and therefore no separate fair value disclosures have been provided.

(i) Investments

Non-current investments comprise investments in subsidiaries and associates which are carried at cost less impairment.

Current investments comprise fixed-term, fixed-rate bank deposits where the term is greater than three months.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling

expenses. The cost of inventories includes expenditure incurred in acquiring the inventories and direct production labour costs.

(k)  Cash and cash equivalents

Cash and cash equivalents comprises cash at bank, in hand, debit and credit card receivables and call deposits with an original maturity of three months or less. Bank overdrafts that are repayable on

demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

140

Significant accounting policies continued

(l) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs, and subsequently measured at amortised cost using the effective interest method. Where borrowing costs are directly attributable

to a qualifying asset they are capitalised as part of that asset and amortised over the estimated useful life of the asset. All other borrowing costs are expensed as incurred.

(m)  Impairment of non-financial assets

The carrying amounts of the Group and Company’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of

impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment reviews are carried out on an individual shop basis.

An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in

prior years are assessed at each reporting date and reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that

the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognised.

(n)  Assets held for sale

Assets that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets are

remeasured in accordance with the Group and Company’s accounting policies. Thereafter, generally, the assets are measured at the lower of their carrying amount and fair value less cost to sell. Once

classified as held for sale, assets are no longer depreciated or amortised.

(o)  Share capital and reserves

(i)  Repurchase of share capital

When share capital recognised as equity is repurchased for cancellation, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity in the capital

redemption reserve. Repurchased shares that are held in the employee share ownership plan are classified as treasury shares and are presented as a deduction from total equity.

(ii) Dividends

Dividends are recognised as a liability when the Company has an obligation to pay and the dividend is no longer at the Company’s discretion.

(p)  Employee share ownership plan

The Group and Parent Company accounts include the assets and related liabilities of the Greggs Employee Benefit Trust (EBT). In both the Group and Parent Company accounts the treasury shares held by

the EBT are stated at cost and deducted from total equity.

(q)  Employee benefits

(i)  Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay

this amount as a result of past service provided by the employee and the obligation can be measured reliably.

(ii)  Defined contribution pension plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement when they are due.

NOTES TO THE ACCOUNTS CONTINUED

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141Greggs plc  Annual Report and Accounts 2025

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(iii)  Defined benefit pension plans

The Company’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and

prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets (at bid price) is deducted. The Company determines the net interest on the net defined benefit

asset/liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit asset/liability.

The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA, that have maturity dates approximating to the terms of the Company’s obligations and that are

denominated in the currency in which the benefits are expected to be paid.

Remeasurements arising from defined benefit pension plans comprise actuarial gains and losses and the return on plan assets (excluding interest). The Company recognises them immediately in other

comprehensive income and all other expenses related to defined benefit pension plans in employee benefit expenses in the income statement.

When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment, is recognised immediately in

profit or loss when the plan amendment or curtailment occurs.

The calculation of the defined benefit obligation is performed by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognised asset

is limited to the present value of benefits available in the form of any future refunds from the plan (net of tax) or reductions in future contributions and takes into account the adverse effect of any minimum

funding requirements in accordance with IFRIC 14.

(iv)  Share-based payment transactions

The share option programme allows Group employees to acquire shares in the Company. The fair value of share options granted is recognised as an employee expense with a corresponding increase in

equity. The fair value is measured at grant date, using an appropriate model, taking into account the terms and conditions upon which the share options were granted, and is spread over the period during

which the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is

only due to share prices not achieving the threshold for vesting.

(v)  Termination benefits

Termination benefits are expensed at the earlier of the date at which the Group can no longer withdraw the offer of these benefits and the date at which the Group recognises costs for a restructuring. If

benefits are not expected to be settled wholly within 12 months of the reporting date they are discounted.

(r) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be

required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the

risks specific to the liability unless the impact of discounting is immaterial.

(i) Restructuring

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future

operating costs are not provided for.

142

Significant accounting policies continued

(r) Provisions continued

(ii)  Onerous contracts

Provisions for onerous contracts are recognised when the Group believes that the unavoidable costs of meeting the contract obligations exceed the economic benefits expected to be received under the

contract. At this point and before a provision is established the Group recognises any impairment loss on the associated assets.

(iii) Dilapidations

Shops

The Group provides for shop property dilapidations, where appropriate, based on the future expected repair costs required to restore the Group’s leased shops to their fair condition at the end of their

respective lease terms, where it is considered a reliable estimate can be made and it is probable that the Group will be required to settle the obligation. Based on the Group’s experience it is not considered

probable at lease inception that it will be required to make any payment in respect of dilapidations. Therefore a provision is only recognised when circumstances suggest that there will be such a requirement.

Other leased properties

The Group provides for property dilapidations on other leased properties, where appropriate, based on the future expected repair costs required to restore these properties to their fair condition at the

end of their respective lease terms. An estimate of these future expected repair costs is assessed at lease inception and recognised as part of the cost of the asset when a reliable estimate can be made

and depreciated over the life of the related asset. Where the amount or timing of the obligation is of such a nature that the impact of discounting is considered material to the provision, then the provision

is initially recognised as the present value of expected future cash flows using a pre-tax discount rate reflecting current market assessments of the time value of money. The unwinding of the discount is

recognised within finance costs.

(s) Revenue

(i)  Retail sales

Revenue from the sale of goods is recognised as income when the customer receives the product, which coincides with the receipt of cash or card payment. Revenue is measured net of discounts,

promotions and value added taxation. Revenue from delivery services is included in retail sales and recognised on delivery.

(ii)  Franchise sales

Franchise sales are recognised when goods are delivered to franchisees. Additional franchise royalty fee income, generally calculated as a percentage of gross sales income, is recognised in line with the

franchisees’ product sales in accordance with the relevant agreement. Pre-opening capital fit-out costs are recharged to the franchisee and represent a key performance obligation of the overall franchise

sales agreement. These recharges are recognised as income on completion of the related fit-out. Sales are invoiced to franchisees on credit terms of less than three months.

(iii)  Wholesale sales

Wholesale sales are recognised when goods are delivered to customers.

(iv)  Loyalty programme

The Group operates a loyalty programme where customers are entitled to a free product after a set number of purchases. A proportion of the consideration received during the period in which the

entitlement is earned is deferred so that the revenue is recognised evenly across all of the linked transactions, including the redemption of the reward. An estimate of the likelihood of redemption is

included when assessing the amount of revenue to be deferred, based on historic experience of actual redemptions.

(v)  Gift cards/promotional vouchers

Amounts received for gift cards or promotional vouchers are initially deferred. They are recognised as revenue when the Group has fulfilled its obligation to supply products when the card or voucher is

redeemed or when it is no longer probable that these amounts will be redeemed.

NOTES TO THE ACCOUNTS CONTINUED

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143Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

(t)  Expenses classification

Operating expenses are presented in the income statement in the following categories:

Cost of sales

Cost of sales includes all costs directly attributable to the production of goods sold by the Group. These costs include:

•  Direct materials – ingredients, packaging and finished products produced or bought in to sell to customers, net of any supplier rebates earned.

•  Direct labour – wages and salaries of colleagues directly involved in production.

•  Manufacturing overheads – indirect costs such as utility costs, maintenance and depreciation of production sites and plant and equipment.

Distribution and selling costs

Distribution and selling costs include all costs of operating our logistics and retail operations and include:

•  Logistics costs – vehicle costs including depreciation, fuel, warehousing, wages and salaries.

•  Shop costs – wages and salaries, property costs, utilities, cleaning and maintenance, and depreciation of shop fixtures, fittings and equipment.

•  Marketing and advertising costs.

Administrative expenses

Administrative expenses are the costs of central and support functions and include:

•  Wages and salaries of central and support teams.

•  Insurance.

•  IT costs, including software depreciation and amortisation.

•  Professional fees.

(u)  Government grants

Government grants are recognised in the balance sheet initially as deferred income when there is a reasonable assurance that they will be received and that the Group will comply with the conditions

attaching to them. Grants that compensate the Group for expenses incurred are recognised net of the related expenses in the income statement on a systematic basis in the same periods in which the

expenses are incurred. Grants that compensate the Group for the cost of an asset are recognised in the income statement over the useful life of the asset.

(v)  Finance income and expense

Interest income or expense is recognised using the effective interest method.

(w)  Income tax

Income tax comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised

in equity.

Current tax is the expected tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous

years. The amount of current tax payable is the best estimate of the tax amount expected to be paid that reflects uncertainty related to income taxes, if any. Taxable profit differs from profit as reported in

the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible.

144

Significant accounting policies continued

(w)  Income tax continued

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts used in the calculation of taxable profit. It is accounted for using the balance sheet liability method. The amount of deferred tax recognised is based on the expected manner of realisation

or settlement of the carrying amounts of assets and liabilities, using tax rates that are expected to apply when the temporary differences reverse, based on rates enacted or substantively enacted at the

balance sheet date. When the recovery of the carrying amount of an asset gives rise to multiple tax consequences which are not subject to the same income tax laws, separate temporary differences are

identified, and the deferred tax on these is accounted for separately, including assessment of the recoverability of any deferred tax assets that arise.

Deferred tax is not recognised on temporary differences arising on the initial recognition of assets or liabilities in transactions that are not business combinations and that, at the time of the transaction,

affect neither accounting profit nor taxable profit, provided those transactions do not give rise to equal taxable and deductible temporary differences. Transactions that do give rise to equal taxable and

deductible temporary differences fall outside this exemption and deferred tax is recognised accordingly.

Deferred tax is also not recognised on temporary differences associated with investments in subsidiaries where the Group controls the timing of the reversal and it is probable the temporary differences

will not reverse in the foreseeable future.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting

date and are reduced to the extent that it is no longer probable that the related deferred tax benefit will be realised.

(x)  Trade and other receivables

Trade receivables are recognised initially at the amount of consideration that is unconditional. They are subsequently measured at amortised cost using the effective interest method, less loss allowance.

(y)  Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within

45 days of recognition.

(z)  Research and development

The Company continuously strives to improve its products and processes through technical and other innovation. Such expenditure is typically expensed to the income statement when the related

intellectual property is not capable of being formalised or expected to generate an economic benefit to the Group in the future.

(aa)  New standards and amendments not yet adopted

The following new standards and amendments which will be relevant to the Group have not been applied in these accounts:

•  IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures.

•  Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective date 1 January 2026).

•  IFRS 18 Presentation and Disclosure in Financial Statements (effective date 1 January 2027).

The adoption of the new standards and amendments is not expected to have a material effect on the accounts, with the possible exception of IFRS 18, the impact of which is currently being evaluated.

NOTES TO THE ACCOUNTS CONTINUED

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145Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

1.  Segmental analysis

The Executive Directors are considered to be the ‘chief operating decision maker’ of the Group in the context of the IFRS 8 definition. In addition to its company-managed retail activities, the Group

generates revenues from its business-to-business channel which includes franchise and wholesale activities. Both channels were categorised as reportable segments for the purposes of IFRS 8.

Company-managed retail activities – the Group sells a consistent range of fresh bakery goods, sandwiches and drinks in its own shops or via delivery. Sales are made to the general public on a cash basis.

All results arise in the UK.

Business-to-business channel – the Group sells products to franchise and wholesale partners for sale in their own outlets as well as charging a licence fee to franchise partners. These sales and fees are

invoiced to the partners on a credit basis. All results arise in the UK.

All revenue in 2025 and 2024 was recognised at a point in time.

The Executive Directors regularly review the revenues and trading profit of each segment. They receive information on overheads, assets and liabilities on an aggregated basis consistent with the

Group accounts.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 2025 | 2025 |  | 2024 | 2024 |  |
|  | Retail company- | Business-to- | 2025 | Retail company- | Business-to- | 2024 |
|  | managed shops | business | Total | managed shops | business | Total |
|  | £m | £m | £m | £m | £m | £m |
| Revenue | 1,897.2 | 254.0 | 2,151.2 | 1,781.7 | 232.7 | 2,014.4 |
| Cost of sales | (581.6) | (135.0) | (716.6) | (533.0) | (127.0) | (660.0) |
| Gross profit | 1,315.6 | 119.0 | 1,434.6 | 1,248.7 | 105.7 | 1,354.4 |
| Supply costs | (203.1) | (50.3) | (253.4) | (191.4) | (48.5) | (239.9) |
| Retail costs | (861.1) | (2.2) | (863.3) | (780.0) | (1.7) | (781.7) |
| Trading profit | 251.4 | 66.5 | 317.9 | 277.3 | 55.5 | 332.8 |
| Overheads including profit share |  |  | (146.8) |  |  | (150.4) |
| Add back lease interest |  |  | 16.4 |  |  | 12.9 |
| Operating profit before exceptional items |  |  | 187.5 |  |  | 195.3 |
| Finance income |  |  | 1.8 |  |  | 8.1 |
| Finance expense (excluding exceptional items) |  |  | (17.4) |  |  | (13.6) |
| Profit before tax (excluding exceptional items) |  |  | 171.9 |  |  | 189.8 |
| Exceptional items (see Note 4) |  |  | (4.5) |  |  | 14.1 |
| Profit before tax |  |  | 167.4 |  |  | 203.9 |

146

2.  Financial risk management

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Retail sales represent a large proportion of the Group’s sales and present no credit risk as they are made for cash or card payments. The Group does offer credit terms on sales to its wholesale and franchise

customers. In such cases the Group operates effective credit control procedures in order to minimise exposure to overdue debts.

Counterparty risk is also considered low. All of the Group’s surplus cash is held with highly-rated banks as specifically approved by the Board, in line with Group policy. Other receivables generally relate to

sundry balances due from third parties, including in respect of supplier rebates. Credit risk is considered low as amounts are generally recoverable within 30 days.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group usually operates with net current liabilities and is therefore reliant on the continued performance of the retail portfolio to meet its short-term liabilities. Short and medium-term cash forecasting

is used to manage liquidity risk. These forecasts are used to ensure the Group has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.

During 2024 the Group arranged a new £100 million syndicated revolving credit facility (RCF) with maturity in June 2027 with two one-year extension options, one of which was exercised during 2025 such

that the maturity date is now in June 2028. £25 million was owing under this facility at 27 December 2025 (2024: undrawn). The covenants comprise: leverage (calculated as the ratio of total net borrowings

to EBITDA) does not exceed 3:1; and fixed charge cover (calculated as the ratio of EBITDAR to net rent and interest payable) cannot be below 1.75:1. All covenants were complied with as at 27 December 2025.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments.

Other than for the defined benefit pension scheme, market risk is not significant and therefore sensitivity analysis would not be meaningful. Sensitivity analysis for the defined benefit pension scheme is

given in Note 22.

Currency risk

The Group has no regular material transactions in foreign currency although there are occasional purchases, mainly of capital items, denominated in foreign currency. Whilst certain costs such as

electricity and wheat can be influenced by movements in the US dollar, actual contracts are priced in sterling. In respect of those key costs which are volatile, such as electricity and flour, the price may be

fixed for a period of time in line with Group policy. All such contracts are for the Group’s own expected usage and therefore not considered to be derivative contracts as defined by IFRS 9.

Interest rate risk

Interest rate risk is the risk that movement in the interbank offered rates increase causing finance costs to increase. The Group’s interest rate risk arises from its RCF.

Equity price risk

The Group has no significant equity investments other than in its subsidiaries and associate.

NOTES TO THE ACCOUNTS CONTINUED

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147Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Capital management

The Group’s capital management objectives are:

•  To ensure the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

•  To provide an adequate return to shareholders by pricing products and delivering services commensurate with the level of risk.

To meet these objectives the Group reviews the budgets, forecasts, profitability and cash flows on a regular basis to ensure there is sufficient capital to meet the needs of the Group.

The capital structure of the Group consists of shareholders’ equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources

and borrowings.

The Board reserves the option to purchase its own shares in the market dependent on market prices and surplus cash levels. The trustees of the Greggs Employee Benefit Trust also purchase shares for

future satisfaction of employee share options.

Financial instruments

Group and Parent Company

All of the Group’s surplus cash or cash equivalents is invested as cash placed on deposit or fixed-term deposits.

The Group’s treasury policy has as its principal objective the achievement of the maximum rate of return on cash balances whilst maintaining an acceptable level of risk. Other than mentioned below there

are no financial instruments, derivatives or commodity contracts used.

Financial assets and liabilities

A financial asset is measured at amortised cost if it meets both of the following conditions:

•  It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•  Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Group’s main financial assets comprise cash and cash equivalents and fixed-term deposits. Other financial assets include trade and other receivables arising from the Group’s activities. These financial

assets all meet the conditions to be recognised at amortised cost.

The Group’s financial liabilities comprise trade and other payables, lease liabilities and borrowings arising from the £25.0 million drawdown on the RCF. These financial liabilities are measured at amortised

cost. Other than these items, the Group had no additional financial liabilities as at 27 December 2025 (2024: £nil).

Fair values

The fair value of the Group’s financial assets and liabilities is not materially different from their carrying values. Financial assets and liabilities comprise principally of trade and other receivables and trade

and other payables and the only interest-bearing balances are the bank deposits and borrowings which attract interest at variable rates.

Interest rate, credit and foreign currency risk

The Group has not entered into any hedging transactions during the current and prior year and considers interest rate, credit and foreign currency risks not to be significant.

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148

3.  Profit before tax

Profit before tax is stated after charging/(crediting):

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2024 | 2024 |  |
|  | 2025 | Excluding | Exceptional items | 2024 |
|  | Total | exceptional items | (see Note 4) | Total |
|  | £m | £m | £m | £m |
| Amortisation of intangible assets | 4.7 | 4.2 | – | 4.2 |
| Depreciation of owned property, plant and equipment | 90.7 | 76.6 | – | 76.6 |
| Depreciation of right-of-use assets | 65.2 | 59.2 | – | 59.2 |
| Net impairment of owned property, plant and equipment | 3.9 | 2.9 | – | 2.9 |
| Net impairment of right-of-use assets | 3.0 | 2.1 | – | 2.1 |
| Loss/(profit) on disposal of property, plant and equipment | 1.7 | 2.0 | (13.8) | (11.8) |
| Release of government grants | (0.5) | (0.5) | – | (0.5) |

Auditor’s remuneration for the audit of these accounts amounted to £355,495 (2024: £314,405) and for other assurance services £16,500 (2024: £24,450). Amounts paid to the Company’s auditor in respect

of services to the Company, other than the audit of the Company’s accounts, have not been disclosed as the information is required instead to be presented on a consolidated basis.

4.  Exceptional items

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Redundancy/dilapidations provisions no longer required | – | 0.3 |
| Profit on disposal of Twickenham bakery site (net of fees) | – | 13.8 |
| Prior year VAT underpayment | (4.5) | – |
|  | (4.5) | 14.1 |

In 2025 the exceptional item relates to a VAT error which has resulted in an underpayment of VAT for the current and prior years. The amount that relates to prior years is £4.5 million and this includes

£0.7 million in respect of interest on the underpaid amount. There has been no cash settlement of this item to date – the full amount is included as a provision (see Note 24).

In 2024, the disposal of the Twickenham bakery site resulted in sales proceeds (net of associated fees) of £14.9 million being received during the year whilst the release of provisions no longer required was

a non-cash movement.

5.  Personnel expenses

The average number of persons employed by the Group and Parent Company (including Directors) during the year was as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | Number | Number |
| Management | 853 | 789 |
| Administration | 515 | 512 |
| Production | 3,889 | 3,747 |
| Shop | 28,026 | 27,210 |
|  | 33,283 | 32,258 |

NOTES TO THE ACCOUNTS CONTINUED

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149Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The aggregate costs of these persons were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2025 | 2024 |
|  | Note | £m | £m |
| Wages and salaries |  | 650.0 | 599.5 |
| Compulsory social security contributions |  | 64.5 | 46.9 |
| Pension costs – defined contribution plans | 22 | 40.8 | 35.5 |
| Equity-settled transactions (including compulsory social security contributions) | 23 | 1.1 | 4.9 |
|  |  | 756.4 | 686.8 |

In addition to wages and salaries, the total amount accrued under the Group’s employee profit sharing scheme is contained within the main cost categories as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Cost of sales | 5.3 | 5.3 |
| Distribution and selling costs | 12.4 | 12.7 |
| Administrative expenses | 2.5 | 2.5 |
| Amount shared with employees | 20.2 | 20.5 |
| Compulsory social security contributions | 2.0 | 2.3 |
|  | 22.2 | 22.8 |

For the purposes of IAS 24 Related Party Disclosures, key management personnel comprises the Directors and the members of the Operating Board and their remuneration was as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Salaries and fees | 3.7 | 3.5 |
| Taxable benefits | 0.1 | 0.1 |
| Annual bonus (including profit share) paid during the year in respect of the prior year | 1.3 | 2.2 |
| Post-retirement benefits | 0.2 | 0.2 |
| Equity-settled transactions | (0.6) | 2.2 |
|  | 4.7 | 8.2 |

The following amounts are disclosed in accordance with Schedule 5 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008.

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Aggregate Directors’ remuneration | 2.1 | 2.8 |
| Aggregate amount of gains on exercise of share options | 0.3 | 1.9 |
|  | 2.4 | 4.7 |

During the year the number of Directors in the defined contribution pension scheme was two (2024: two) and in the defined benefit pension scheme was one (2024: one). No contributions were made to

the pensions schemes in 2025 (2024: £nil).

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150

6.  Finance income and expense

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | 2025 | 2025 |  |  |
|  |  | Excluding | Exceptional items | 2025 |  |
|  |  | exceptional items | (see Note 4) | Total | 2024 |
|  | Note | £m | £m | £m | £m |
| Finance income |  |  |  |  |  |
| Interest income on cash balances |  | 1.8 | – | 1.8 | 8.1 |
| Total finance income |  | 1.8 | – | 1.8 | 8.1 |
| Finance expense |  |  |  |  |  |
| Interest expense on borrowings and other related charges | 20 | (0.6) | (0.7) | (1.3) | (0.9) |
| Foreign exchange loss |  | (0.1) | – | (0.1) | (0.1) |
| Interest on lease liabilities | 11 | (16.7) | – | (16.7) | (13.0) |
| Net interest on defined benefit pension liability | 22 | – | – | – | 0.4 |
| Total finance expense |  | (17.4) | (0.7) | (18.1) | (13.6) |
| Net finance expense |  | (15.6) | (0.7) | (16.3) | (5.5) |

7.  Profit attributable to Greggs plc

Of the Group profit for the year, £122.2 million (2024: £153.4 million) is dealt with in the accounts of the Parent Company. The Company has taken advantage of the exemption permitted by s408 of the

Companies Act 2006 from presenting its own income statement.

8.  Income tax expense

Recognised in the income statement

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 2025 | 2025 |  | 2024 | 2024 |  |
|  | Excluding | Exceptional items | 2025 | Excluding | Exceptional items | 2024 |
|  | exceptional items | (see Note 4) | Total | exceptional items | (see Note 4) | Total |
|  | £m | £m | £m | £m | £m | £m |
| Current tax |  |  |  |  |  |  |
| Current year | 27.3 | (0.9) | 26.4 | 26.3 | – | 26.3 |
| Adjustment for prior years | (1.6) | – | (1.6) | 7.1 | – | 7.1 |
|  | 25.7 | (0.9) | 24.8 | 33.4 | – | 33.4 |
| Deferred tax |  |  |  |  |  |  |
| Origination and reversal of temporary differences | 18.9 | – | 18.9 | 22.3 | 1.7 | 24.0 |
| Adjustment for prior years | 1.5 | – | 1.5 | (6.9) | – | (6.9) |
|  | 20.4 | – | 20.4 | 15.4 | 1.7 | 17.1 |
| Total income tax expense in income statement | 46.1 | (0.9) | 45.2 | 48.8 | 1.7 | 50.5 |

NOTES TO THE ACCOUNTS CONTINUED

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151Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Reconciliation of effective tax rate

The tables below explain the differences between the expected tax expense calculated at the UK statutory rate of 25% (2024: 25%) and the actual tax expense for each year for both the total tax expense

and the underlying tax expense, excluding the effect of exceptional items.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2025 |  |  |  | 2024 |  |  |
|  | 2025 | Excluding |  | 2025 | 2024 | Excluding |  | 2024 |
|  | Excluding | exceptional items | 2025 | Total | Excluding | exceptional items | 2024 | Total |
|  | exceptional items | £m | Total | £m | exceptional items | £m | Total | £m |
| Profit before tax |  | 171.9 |  | 167.4 |  | 189.8 |  | 203.9 |
| Income tax using the domestic corporation tax rate | 25.0% | 43.0 | 25.0% | 41.9 | 25.0% | 47.5 | 25.0% | 51.0 |
| Items not taxable for tax purposes | 1.2% | 2.1 | 1.4% | 2.3 | – | – | (0.9%) | (1.8) |
| Non-tax-deductible depreciation | 0.7% | 1.1 | 0.7% | 1.1 | 0.6% | 1.1 | 0.6% | 1.1 |
| Adjustment for prior years | (0.1%) | (0.1) | (0.1%) | (0.1) | 0.1% | 0.2 | 0.1% | 0.2 |
| Total income tax expense in income statement | 26.8% | 46.1 | 27.0% | 45.2 | 25.7% | 48.8 | 24.8% | 50.5 |

Tax recognised in other comprehensive income or directly in equity

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2025 | 2025 | 2025 | 2024 |
|  | Current tax | Deferred tax | Total | Total |
|  | £m | £m | £m | £m |
| Debit/(credit): |  |  |  |  |
| Relating to equity-settled transactions | – | 0.4 | 0.4 | 0.2 |
| Relating to defined benefit pension plans – remeasurement losses | (0.3) | 0.3 | – | (0.9) |
|  | (0.3) | 0.7 | 0.4 | (0.7) |

The deferred tax movements in both the current and prior years relating to equity-settled transactions are in respect of share-based payments and arise as a result of fluctuations in share price in the year

and the stage of maturity of existing schemes.

The current and deferred tax movements in both the current and prior years relating to defined benefit pension plans are in respect of plan remeasurements accounted for in other comprehensive income

and special contributions made to the scheme.

During 2023 legislation was enacted to implement the Organisation for Economic Co-operation and Development Base Erosion and Profit Shifting Pillar Two income inclusion rule in the UK, which applies

to accounting periods that begin on or after 31 December 2023. Although the Group has turnover in excess of the Pillar Two threshold, all trade is carried out through a single UK-based trading company and

there is no ‘top-up’ tax requirement arising from this new regime in respect of 2025.

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152

9.  Earnings per share

Basic earnings per share

Basic earnings per share for the 52 weeks ended 27 December 2025 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during

the 52 weeks ended 27 December 2025 as calculated below.

Diluted earnings per share

Diluted earnings per share for the 52 weeks ended 27 December 2025 is calculated by dividing profit attributable to ordinary shareholders by the weighted average number of ordinary shares, adjusted for

the effects of all dilutive potential ordinary shares (which comprise share options granted to employees) in issue during the 52 weeks ended 27 December 2025 as calculated below.

Profit attributable to ordinary shareholders

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | 2025 | 2025 |  | 2024 | 2024 |  |
|  | Excluding | Exceptional items | 2025 | Excluding | Exceptional items | 2024 |
|  | exceptional items | (see Note 4) | Total | exceptional items | (see Note 4) | Total |
|  | £m | £m | £m | £m | £m | £m |
| Profit for the financial year attributable to equity holders of the Parent | 125.8 | (3.6) | 122.2 | 141.0 | 12.4 | 153.4 |
| Basic earnings per share | 123.5p | (3.5p) | 120.0p | 138.5p | 12.2p | 150.7p |
| Diluted earnings per share | 122.8p | (3.5p) | 119.3p | 137.5p | 12.1p | 149.6p |

Weighted average number of ordinary shares

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | Number | Number |
| Issued ordinary shares at start of year | 102,255,675 | 102,255,675 |
| Effect of own shares held | (366,219) | (480,247) |
| Weighted average number of ordinary shares during the year | 101,889,456 | 101,775,428 |
| Effect of share options in issue | 593,439 | 782,816 |
| Weighted average number of ordinary shares (diluted) during the year | 102,482,895 | 102,558,244 |

NOTES TO THE ACCOUNTS CONTINUED

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153Greggs plc  Annual Report and Accounts 2025

ACCOUNTS DIRECTORS’ REPORT STRATEGIC REPORT

10.  Intangible assets

Group and Parent Company

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | Assets under |  |
|  | Software | development | Total |
|  | £m | £m | £m |
| Cost |  |  |  |
| Balance at 31 December 2023 | 42.0 | 5.3 | 47.3 |
| Additions | 3.8 | 7.0 | 10.8 |
| Transfers | 0.2 | (0.2) | – |
| Balance at 28 December 2024 | 46.0 | 12.1 | 58.1 |
| Balance at 29 December 2024 | 46.0 | 12.1 | 58.1 |
| Additions | 3.4 | 19.4 | 22.8 |
| Transfers | 6.6 | (6.6) | – |
| Balance at 27 December 2025 | 56.0 | 24.9 | 80.9 |
| Amortisation |  |  |  |
| Balance at 31 December 2023 | 29.0 | – | 29.0 |
| Amortisation charge for the year | 4.2 | – | 4.2 |
| Balance at 28 December 2024 | 33.2 | – | 33.2 |
| Balance at 29 December 2024 | 33.2 | – | 33.2 |
| Amortisation charge for the year | 4.7 | – | 4.7 |
| Balance at 27 December 2025 | 37.9 | – | 37.9 |
| Carrying amounts |  |  |  |
| At 31 December 2023 | 13.0 | 5.3 | 18.3 |
| At 28 December 2024 | 12.8 | 12.1 | 24.9 |
| At 29 December 2024 | 12.8 | 12.1 | 24.9 |
| At 27 December 2025 | 18.1 | 24.9 | 43.0 |

All amortisation is charged to administrative expenses in the income statement.

Assets under development relate to software projects arising from the investment in an upgraded Enterprise Resource Planning system.

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154

11. Leases

Amounts recognised in the balance sheets

The balance sheets include the following amounts relating to leases:

Group and Parent Company

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Right-of-use assets |  |  |
| Land and buildings | 402.1 | 377.3 |
| Plant and equipment | 10.9 | 9.9 |
|  | 413.0 | 387.2 |

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Lease liabilities |  |  |
| Current | 62.5 | 53.8 |
| Non-current | 387.3 | 361.3 |
|  | 449.8 | 415.1 |

The remaining maturities of the lease liabilities, which are gross and undiscounted, are as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Less than one year | 79.1 | 71.1 |
| One to two years | 75.1 | 69.2 |
| Two to three years | 66.9 | 61.7 |
| Three to four years | 59.2 | 54.2 |
| Four to five years | 51.8 | 46.5 |
| Five to ten years | 171.0 | 149.6 |
| Ten to twenty years | 65.0 | 62.5 |
| More than twenty years | 14.2 | 18.2 |
| Total undiscounted lease liability | 582.3 | 533.0 |

Additions to right-of-use assets during the 52 weeks ended 27 December 2025 as a result of entering into new leases (either as a result of acquiring new shops/supply sites or completing a lease renewal for

an existing property) were £74.8 million (2024: £143.8 million).

In addition a net increase of £20.3 million to right-of-use assets has been recognised during the 52 weeks ended 27 December 2025 as a result of lease modifications and assumptions relating to lease term

once a lease has become expired (2024: net increase of £8.4 million). A further £0.7 million has been recognised as an addition to right-of-use assets in 2025 (2024: £nil) as an estimate of the present value

of the restoration costs at the new Derby facility following works undertaken during the year (see Note 24).

NOTES TO THE ACCOUNTS CONTINUED

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155Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Amounts recognised in the income statement

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Depreciation charge on right-of-use assets |  |  |
| Land and buildings | 61.8 | 56.8 |
| Plant and equipment | 3.4 | 2.4 |
|  | 65.2 | 59.2 |
| Impairment charge on right-of-use assets – land and buildings | 4.9 | 4.9 |
| Impairment release on right-of-use assets – land and buildings | (1.9) | (2.8) |
| Interest expense (included in finance expense) | 16.7 | 13.0 |
| Expense included for short-term leases (included in cost of sales and administrative expenses) | 0.1 | 0.1 |
| Expense related to lease of low-value assets that are not shown above as short-term leases (included in administrative expenses) | 0.3 | 0.3 |
| Expense related to variable lease payments not included in lease liabilities (included in distribution and selling costs) | 11.8 | 11.4 |

The net impairment charge is charged to distribution and selling costs in the income statement and arises due to changes in the trading performance of the shops.

The total cash outflow in 2025 for which a lease liability has been recognised in accordance with IFRS 16 was £80.0 million (2024: £70.1 million) and for other lease payments where no lease liability has

been recognised was £12.2 million (2024: £11.8 million). In addition, £1.9 million of lease depreciation (2024: £0.3 million) and £2.9 million of interest on lease liabilities (2024: £0.4 million) was capitalised to

property, plant and equipment.

Variable lease payments relate wholly to lease payments that are linked to sales generated from a shop. As of 27 December 2025, there were 166 shops trading with such agreements (2024: 146 shops). For

an individual shop, up to 100% of lease payments are on the basis of variable payment terms. Variable payments for the 166 shops are estimated to be c.£13.5 million in 2026, but this will vary based on the

trading performance of individual shops.

The components of the movement in the total lease liability were as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Opening total liability | 415.1 | 319.6 |
| Additions in respect of new leases | 74.8 | 143.8 |
| Lease modifications | 20.3 | 8.4 |
| Interest on lease liabilities recognised in the income statement | 16.7 | 13.0 |
| Interest on lease liabilities capitalised to property, plant and equipment | 2.9 | 0.4 |
| Rental payments (including interest paid on lease liabilities within operating activities) | (80.0) | (70.1) |
| Closing total liability | 449.8 | 415.1 |

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156

12.  Property, plant and equipment

Group

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Plant and | Fixtures and | Assets under |  |
|  | Land and buildings | equipment | fittings | construction | Total |
|  | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |
| Balance at 31 December 2023 | 192.1 | 221.8 | 473.5 | 66.8 | 954.2 |
| Additions | 11.2 | 25.7 | 124.4 | 76.9 | 238.2 |
| Disposals | (3.8) | (3.6) | (42.9) | – | (50.3) |
| Transfers | 56.7 | 4.6 | 0.2 | (61.5) | – |
| Balance at 28 December 2024 | 256.2 | 248.5 | 555.2 | 82.2 | 1,142.1 |
| Balance at 29 December 2024 | 256.2 | 248.5 | 555.2 | 82.2 | 1,142.1 |
| Additions | 2.6 | 22.2 | 118.5 | 121.4 | 264.7 |
| Disposals and adjustments | (0.5) | (2.2) | (12.9) | – | (15.6) |
| Balance at 27 December 2025 | 258.3 | 268.5 | 660.8 | 203.6 | 1,391.2 |
| Depreciation |  |  |  |  |  |
| Balance at 31 December 2023 | 67.3 | 122.8 | 253.8 | – | 443.9 |
| Depreciation charge for the year | 8.1 | 22.0 | 46.5 | – | 76.6 |
| Impairment charge for the year | – | – | 4.1 | – | 4.1 |
| Impairment release for the year | – | – | (1.2) | – | (1.2) |
| Disposals | (2.0) | (3.5) | (40.5) | – | (46.0) |
| Balance at 28 December 2024 | 73.4 | 141.3 | 262.7 | – | 477.4 |
| Balance at 29 December 2024 | 73.4 | 141.3 | 262.7 | – | 477.4 |
| Depreciation charge for the year | 9.7 | 23.5 | 57.5 | – | 90.7 |
| Impairment charge for the year | – | – | 5.5 | – | 5.5 |
| Impairment release for the year | – | – | (1.6) | – | (1.6) |
| Disposals and adjustments | (0.4) | (2.2) | (10.3) | – | (12.9) |
| Balance at 27 December 2025 | 82.7 | 162.6 | 313.8 | – | 559.1 |
| Carrying amounts |  |  |  |  |  |
| At 31 December 2023 | 124.8 | 99.0 | 219.7 | 66.8 | 510.3 |
| At 28 December 2024 | 182.8 | 107.2 | 292.5 | 82.2 | 664.7 |
| At 29 December 2024 | 182.8 | 107.2 | 292.5 | 82.2 | 664.7 |
| At 27 December 2025 | 175.6 | 105.9 | 347.0 | 203.6 | 832.1 |

Assets under construction at 27 December 2025 relate to the building of new logistics/manufacturing facilities in Derby and Kettering.

In 2025, disposals and adjustments include the removal of historic balances within both cost and accumulated depreciation for fixtures and fittings following review of the Group and Parent’s fixed asset

register. These adjustments reduce both the cost and accumulated depreciation on disposals by £31.2 million and consequently these adjustments do not impact the net carrying amount of any

asset category.

NOTES TO THE ACCOUNTS CONTINUED

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157Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable and provision is made where necessary. The method and assumptions

used in these calculations, together with the associated sensitivities and reasons for impairment, are set out in the basis of preparation – key estimates and judgements on page 135 and 136. Any

impairment charge/(reversal) is charged/(credited) to distribution and selling costs in the income statement.

Parent Company

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Plant and | Fixtures and | Assets under |  |
|  | Land and buildings | equipment | fittings | construction | Total |
|  | £m | £m | £m | £m | £m |
| Cost |  |  |  |  |  |
| Balance at 31 December 2023 | 192.6 | 222.3 | 474.0 | 66.8 | 955.7 |
| Additions | 11.2 | 25.7 | 124.4 | 76.9 | 238.2 |
| Disposals | (3.8) | (3.6) | (42.9) | – | (50.3) |
| Transfers | 56.7 | 4.6 | 0.2 | (61.5) | – |
| Balance at 28 December 2024 | 256.7 | 249.0 | 555.7 | 82.2 | 1,143.6 |
| Balance at 29 December 2024 | 256.7 | 249.0 | 555.7 | 82.2 | 1,143.6 |
| Additions | 2.6 | 22.2 | 118.5 | 121.4 | 264.7 |
| Disposals and adjustments | (0.5) | (2.2) | (12.9) | – | (15.6) |
| Balance at 27 December 2025 | 258.8 | 269.0 | 661.3 | 203.6 | 1,392.7 |
| Depreciation |  |  |  |  |  |
| Balance at 31 December 2023 | 67.6 | 123.0 | 254.2 | – | 444.8 |
| Depreciation charge for the year | 8.1 | 22.0 | 46.5 | – | 76.6 |
| Impairment charge for the year | – | – | 4.1 | – | 4.1 |
| Impairment release for the year | – | – | (1.2) | – | (1.2) |
| Disposals | (2.0) | (3.5) | (40.5) | – | (46.0) |
| Balance at 28 December 2024 | 73.7 | 141.5 | 263.1 | – | 478.3 |
| Balance at 29 December 2024 | 73.7 | 141.5 | 263.1 | – | 478.3 |
| Depreciation charge for the year | 9.7 | 23.5 | 57.5 | – | 90.7 |
| Impairment charge for the year | – | – | 5.5 | – | 5.5 |
| Impairment release for the year | – | – | (1.6) | – | (1.6) |
| Disposals and adjustments | (0.4) | (2.2) | (10.3) | – | (12.9) |
| Balance at 27 December 2025 | 83.0 | 162.8 | 314.2 | – | 560.0 |
| Carrying amounts |  |  |  |  |  |
| At 31 December 2023 | 125.0 | 99.3 | 219.8 | 66.8 | 510.9 |
| At 28 December 2024 | 183.0 | 107.5 | 292.6 | 82.2 | 665.3 |
| At 29 December 2024 | 183.0 | 107.5 | 292.6 | 82.2 | 665.3 |
| At 27 December 2025 | 175.8 | 106.2 | 347.1 | 203.6 | 832.7 |

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158

12.  Property, plant and equipment continued

Land and buildings

The carrying amount of land and buildings comprises:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Group |  | Parent Company |  |
|  | 2025 | 2024 | 2025 | 2024 |
|  | £m | £m | £m | £m |
| Freehold land | 11.6 | 11.6 | 11.6 | 11.6 |
| Freehold property | 162.9 | 169.7 | 163.1 | 169.9 |
| Long leasehold property | 0.2 | 0.3 | 0.2 | 0.3 |
| Short leasehold improvements | 0.9 | 1.2 | 0.9 | 1.2 |
|  | 175.6 | 182.8 | 175.8 | 183.0 |

13. Investments

Non-current investments

Parent Company

|  |  |
| --- | --- |
|  | Shares in |
|  | subsidiary |
|  | undertakings |
|  | £m |
| Cost |  |
| Balance at 31 December 2023, 29 December 2024 and 27 December 2025 | 5.8 |
| Impairment |  |
| Balance at 31 December 2023, 29 December 2024 and 27 December 2025 | 0.8 |
| Carrying amount |  |
| Balance at 31 December 2023, 28 December 2024, 29 December 2024 and 27 December 2025 | 5.0 |

The undertakings in which the Company’s interest at the year end is more than 20% are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Proportion of |
|  |  | Address of | voting rights and |
|  | Principal activity | registered office | shares held |
| Charles Bragg (Bakers) Limited | Non-trading | 1 | 100% |
| Greggs (Leasing) Limited | Dormant | 1 | 100% |
| Thurston Parfitt Limited | Non-trading | 1 | 100% |
| Greggs Properties Limited | Non-trading | 1 | 100% |
| Olivers (UK) Limited | Dormant | 2 | 100% |
| Olivers (UK) Development Limited\* | Non-trading | 2 | 100% |
| Birketts Holdings Limited | Dormant | 1 | 100% |
| J.R. Birkett and Sons Limited\* | Non-trading | 1 | 100% |
| Greggs Trustees Limited | Trustees | 1 | 100% |
| Solstice Zone A Management Company Limited | Non-trading | 3 | 28% |

\*  Held indirectly.

1  Greggs House, Quorum Business Park, Newcastle upon Tyne NE12 8BU.

2  Clydesmill Bakery, 75 Westburn Drive, Clydesmill Estate, Cambuslang, Glasgow G72 7NA.

3  The Abbey, Preston Road, Yeovil, Somerset BA20 2EN.

NOTES TO THE ACCOUNTS CONTINUED

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159Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Solstice Zone A Management Company Limited was not consolidated on the grounds of materiality in either the current or prior year.

The Company’s subsidiary undertakings listed above were all entitled to exemption, under subsections (1) and (2) of s480 of the Companies Act 2006 relating to dormant companies, from the requirement to

have their accounts audited.

14.  Deferred tax assets and liabilities

Group

Deferred tax assets and liabilities are attributable to the following:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Assets |  | Liabilities |  | Net |  |
|  | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
|  | £m | £m | £m | £m | £m | £m |
| Property, plant and equipment | – | – | (95.5) | (76.7) | (95.5) | (76.7) |
| Employee benefits | 0.7 | 3.2 | – | – | 0.7 | 3.2 |
| Short-term temporary differences | 1.1 | 0.9 | – | – | 1.1 | 0.9 |
| Tax assets/(liabilities) | 1.8 | 4.1 | (95.5) | (76.7) | (93.7) | (72.6) |

The Group and Parent Company has a deferred tax asset of £8.4 million relating to buildings which previously qualified for industrial buildings allowance that is unrecognised at 27 December 2025, as it is

not considered to be recoverable (28 December 2024: £8.4 million).

The movements in temporary differences during the 52 weeks ended 28 December 2024 were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Balance at |  |  | Balance at |
|  | 31 December | Recognised in | Recognised in | 28 December |
|  | 2023 | income |  | equity  2024 |
|  | £m | £m | £m | £m |
| Property, plant and equipment | (61.5) | (15.2) | – | (76.7) |
| Employee benefits | 4.8 | (0.8) | (0.8) | 3.2 |
| Short-term temporary differences | 0.7 | 0.2 | – | 0.9 |
| Unused tax losses | 1.3 | (1.3) | – | – |
|  | (54.7) | (17.1) | (0.8) | (72.6) |

The movements in temporary differences during the 52 weeks ended 27 December 2025 were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Balance at |  |  | Balance at |
|  | 29 December | Recognised in | Recognised in | 27 December |
|  | 2024 | income |  | equity  2025 |
|  | £m | £m | £m | £m |
| Property, plant and equipment | (76.7) | (18.8) | – | (95.5) |
| Employee benefits | 3.2 | (1.8) | (0.7) | 0.7 |
| Short-term temporary differences | 0.9 | 0.2 | – | 1.1 |
|  | (72.6) | (20.4) | (0.7) | (93.7) |

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160

14.  Deferred tax assets and liabilities continued

Parent Company

Deferred tax assets and liabilities are attributable to the following:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Assets |  | Liabilities |  | Net |  |
|  | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
|  | £m | £m | £m | £m | £m | £m |
| Property, plant and equipment | – | – | (94.9) | (76.1) | (94.9) | (76.1) |
| Employee benefits | 0.7 | 3.2 | – | – | 0.7 | 3.2 |
| Short-term temporary differences | 1.1 | 0.9 | – | – | 1.1 | 0.9 |
| Tax assets/(liabilities) | 1.8 | 4.1 | (94.9) | (76.1) | (93.1) | (72.0) |

The movements in temporary differences during the 52 weeks ended 28 December 2024 were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Balance at |  |  | Balance at |
|  | 31 December | Recognised in | Recognised in | 28 December |
|  | 2023 | income |  | equity  2024 |
|  | £m | £m | £m | £m |
| Property, plant and equipment | (60.9) | (15.2) | – | (76.1) |
| Employee benefits | 4.8 | (0.8) | (0.8) | 3.2 |
| Short-term temporary differences | 0.7 | 0.2 | – | 0.9 |
| Unused tax losses | 1.3 | (1.3) | – | – |
|  | (54.1) | (17.1) | (0.8) | (72.0) |

The movements in temporary differences during the 52 weeks ended 27 December 2025 were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Balance at |  |  | Balance at |
|  | 29 December | Recognised in | Recognised in | 27 December |
|  | 2024 | income |  | equity  2025 |
|  | £m | £m | £m | £m |
| Property, plant and equipment | (76.1) | (18.8) | – | (94.9) |
| Employee benefits | 3.2 | (1.8) | (0.7) | 0.7 |
| Short-term temporary differences | 0.9 | 0.2 | – | 1.1 |
|  | (72.0) | (20.4) | (0.7) | (93.1) |

NOTES TO THE ACCOUNTS CONTINUED

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161Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

15. Inventories

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Raw materials and consumables | 37.3 | 38.6 |
| Work in progress | 18.4 | 16.6 |
|  | 55.7 | 55.2 |

Inventory recognised as an expense during the year was £670.9 million (2024: £613.2 million). The write-down of inventories that was recognised as an expense in the period was £58.3 million

(2024: £49.3 million). There was no reversal of write-down of inventories in the current or prior year.

16.  Trade and other receivables

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Trade receivables | 42.3 | 35.0 |
| Other receivables | 10.5 | 13.8 |
| Prepayments | 16.6 | 13.6 |
|  | 69.4 | 62.4 |

At 27 December 2025 and 28 December 2024 the allowance for expected credit losses (ECLs) on financial assets is not material.

The ageing of trade receivables at the balance sheet date was:

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Not past due date | 38.7 | 30.6 |
| Past due 1-30 days | 3.2 | 3.9 |
| Past due 31-90 days | 0.2 | 0.2 |
| Past due over 90 days | 0.2 | 0.3 |
|  | 42.3 | 35.0 |

The Group believes that all amounts that are past due by more than 30 days that have an immaterial allowance for ECLs are still collectable in full based on historical payment behaviour and extensive

analysis of customer credit risk. Based on the Group’s monitoring of customer credit risk, the Group believes that no significant allowance for ECLs is necessary in respect of trade receivables not past due.

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162

17.  Cash and cash equivalents

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Cash | 70.8 | 59.0 |
| Call deposits with an original maturity of three months or less | – | 66.3 |
|  | 70.8 | 125.3 |

18.  Trade and other payables

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Group |  | Parent Company |  |
|  | 2025 | 2024 | 2025 | 2024 |
|  | £m | £m | £m | £m |
| Trade payables – capital | 20.0 | 22.7 | 20.0 | 22.7 |
| Trade payables – other | 123.4 | 97.8 | 123.4 | 97.8 |
| Amounts owed to subsidiary undertakings | – | – | 7.7 | 7.7 |
| Other taxes and social security | 12.5 | 10.3 | 12.5 | 10.3 |
| Other payables | 55.0 | 63.0 | 55.0 | 63.0 |
| Accruals | 40.0 | 33.5 | 40.0 | 33.5 |
| Deferred income | 21.4 | 16.1 | 21.4 | 16.1 |
| Deferred government grants | 0.5 | 0.5 | 0.5 | 0.5 |
|  | 272.8 | 243.9 | 280.5 | 251.6 |

The amounts owed to subsidiary undertakings are repayable on demand.

Other payables includes £22.8 million (2024: £25.7 million) for performance-related remuneration.

19.  Current tax

The current tax liability of £2.1 million in the Group and the Parent Company (2024: Group and Parent Company £9.1 million) represents the estimated amount of income taxes payable in respect of current

and prior years.

20. Borrowings

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Non-current |  |  |
| Revolving credit facility | 25.0 | – |
| Total non-current | 25.0 | – |
| Total borrowings | 25.0 | – |

NOTES TO THE ACCOUNTS CONTINUED

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163Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

During 2024 the Group arranged a new £100 million syndicated revolving credit facility (‘RCF’) with maturity in June 2027 with two one-year extension options, one of which was exercised during 2025 such

that the maturity date is now in June 2028. The Group has the right to roll this facility over beyond 12 months and has therefore classified it as non-current.

The RCF is a committed facility available for general corporate purposes. Interest on the RCF is charged with a variable margin of between 1% and 2% (depending on the Group leverage) over compounded

daily SONIA. The covenants comprise: leverage (calculated as the ratio of total net borrowings to EBITDA) does not exceed 3:1; and fixed charge cover (calculated as the ratio of EBITDAR to net rent and

interest payable) cannot be below 1.75:1. All covenants were complied with as at 27 December 2025.

Movements in borrowings during the year were as follows:

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| At start of year | – | – |
| RCF drawdown | 40.0 | – |
| Interest expense | 0.6 | – |
| RCF repayments including interest | (15.6) | – |
| At end of year | 25.0 | – |

21.  Non-current liabilities – other payables

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Deferred government grants | 1.4 | 1.8 |

The Group has been awarded five government grants relating to the extension of existing facilities and construction of new facilities. The grants, which have all been recognised as deferred income, are

being amortised over the weighted average of the useful lives of the assets they have been used to acquire.

22.  Employee benefits – Pensions

Scheme background

The Company sponsors a funded final salary defined benefit pension plan (the ‘scheme’) for qualifying employees. The scheme was closed to future accrual in 2008 and all remaining employees who are still

members of the scheme are now members of the Company’s defined contribution scheme.

The scheme is administered by a trustee company (the ‘Trustee’) which is legally separate from the Company. The directors of the trustee company are composed of representatives of both the employer

and employees and are required by law to act in the interest of all relevant beneficiaries and are responsible for the investment policy with regard to the assets plus the day-to-day administration of

the benefits.

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164

22.  Employee benefits – Pensions continued

Scheme background continued

UK legislation requires that pension schemes are funded prudently. The last funding valuation of the scheme was carried out by a qualified actuary as at 5 April 2023 and showed a deficit. The Company

made a special contribution to the scheme in April 2024 of £4.5 million which facilitated the purchase in May 2024 of a bulk annuity ‘buy-in’ policy with Aviva covering all scheme members. This policy

provides regular payments to the Trustee to fund future pension payments and significantly reduces the Company’s exposure to the funding risks associated with its defined benefit pension liabilities. In

2024 the Company agreed a new schedule of contributions with the scheme which sets out the circumstances when further contributions to the scheme may be required, rather than a specific amount

to be paid. Any call for further funds may arise from the guaranteed minimum pension equalisation exercise which the scheme is currently undertaking, following the judgment in the Lloyds Banking Group

case. Current indications are that the timing is uncertain and this would not be a material amount.

Profile of the scheme

The defined benefit pension obligation includes benefits for deferred members and current pensioners.

At 27 December 2025, the scheme had no active members (2024: nil), 289 deferred members (2024: 317) and 339 pensioners (2024: 312).

The scheme duration is an indicator of the weighted average time until benefit payments are made. For the scheme as a whole, the duration is approximately 11 years (2024: 12 years).

Investment strategy

The assets of the scheme comprise the bulk annuity buy-in policy with Aviva purchased in 2024 together with a small amount of residual cash as detailed below. The prime objective of the scheme is to

provide pension and lump sum benefits for members on their retirement and/or benefits on death, before or after retirement, for their dependants, on a defined benefits basis. Under the policy, Aviva

makes monthly payments to the Trustee to cover the insured member benefits and the scheme liabilities have been substantially secured.

Risks to the scheme

The purchase during 2024 of the bulk annuity policy substantially secured the scheme’s liabilities. All members covered by the policy continue to be members of the scheme, and the Trustee continues

to have ultimate responsibility for the payment of benefits to these members. The purchase of the policy has introduced some concentration and illiquidity risk (as the policy cannot be readily sold) and

exposes the scheme to a degree of insurance provider risk, i.e. the risk that Aviva fails to meet their obligations to the scheme and its members. The Trustee expects the insurance provider risk to be

addressed through the supervisory regime applicable to insurance companies within the UK.

Defined benefit pension liability

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Defined benefit obligation | (78.0) | (80.5) |
| Fair value of plan assets | 77.7 | 80.1 |
| Net defined benefit pension liability | (0.3) | (0.4) |

No IFRIC 14 adjustment is required in either the current or prior year, as the scheme shows a net deficit before and after consideration of minimum funding requirements.

NOTES TO THE ACCOUNTS CONTINUED

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165Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Liability for defined benefit pension obligations

Changes in the present value of the defined benefit pension obligation are as follows:

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Opening defined benefit pension obligation | 80.5 | 82.8 |
| Interest cost | 4.3 | 3.6 |
| Remeasurement losses/(gains): |  |  |
| – changes in mortality assumptions | – | 1.4 |
| – changes in financial assumptions | (1.8) | (8.6) |
| – experience | 0.5 | 5.7 |
| Benefits paid | (5.5) | (4.4) |
| Closing defined benefit pension obligation | 78.0 | 80.5 |

Changes in the fair value of plan assets are as follows:

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Opening fair value of plan assets | 80.1 | 95.4 |
| Net interest on plan assets | 4.3 | 4.3 |
| Remeasurement losses | (1.2) | (19.7) |
| Company special contribution | – | 4.5 |
| Benefits paid | (5.5) | (4.4) |
| Closing fair value of plan assets | 77.7 | 80.1 |

The costs charged in the income statement are as follows:

|  |  |  |
| --- | --- | --- |
|  | Group |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Interest income on net defined pension liability | – | 0.7 |
| Associated movement in IFRIC 14 adjustment | – | (0.3) |
| Net interest income | – | 0.4 |

The amounts recognised in other comprehensive income are as follows:

|  |  |  |
| --- | --- | --- |
|  | Group |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Remeasurement losses on defined benefit pension plans | 0.1 | (18.2) |
| Associated movement in IFRIC 14 adjustment | – | 6.3 |
| Net remeasurement losses on defined benefit pension plans | 0.1 | (11.9) |

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166

22.  Employee benefits – Pensions continued

Liability for defined benefit pension obligations continued

The fair value of the plan assets is as follows:

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
|  | £m | £m |
| Bulk annuity policy – UK | 77.3 | 79.3 |
| Cash and cash equivalents/other | 0.4 | 0.8 |
|  | 77.7 | 80.1 |

Principal actuarial assumptions (expressed as weighted averages):

|  |  |  |
| --- | --- | --- |
|  | Group and Parent Company |  |
|  | 2025 | 2024 |
| Discount rate | 5.55% | 5.50% |
| Future salary increases | n/a | n/a |
| Future pension increases | 1.80%-2.50% | 1.90%-2.80% |
| Rate of price inflation (RPI) | 2.90% | 3.15% |
| Rate of price inflation (CPI) | 2.50% | 2.75% |

In November 2020 the Government announced that RPI is to be aligned with CPIH (CPI with owner occupiers’ costs) from 2030. As a result the RPI assumption has been updated along with the assumed

future gap between RPI and CPI.

Mortality assumption

Mortality in retirement is assumed to be in line with the S3PMA (males) and S3PFA (females) tables, with 95% scaling, together with future mortality improvements in line with the CMI 2024 core model. The

CMI 2024 model incorporates an overlay to reflect the pattern of excess mortality during the Covid-19 pandemic, with a half-life parameter of 1.0, an ‘A’ parameter of 0.25% and a long-term improvement rate

of 1.25% per annum. Under these assumptions, pensioners aged 65 now are expected to live for a further 22.4 years (2024: 22.0 years) if they are male and 23.7 years (2024: 23.3 years) if they are female.

Members currently aged 45 are expected to live for a further 24.7 years (2024: 24.5 years) from age 65 if they are male and for a further 26.1 years (2024: 25.9 years) from age 65 if they are female.

The sensitivities regarding the principal assumptions used to measure the scheme liabilities as at 27 December 2025 are set out below:

|  |  |  |
| --- | --- | --- |
|  | Change in assumption | Impact on scheme liabilities |
| Discount rate | 0.5% increase | Decrease of £4.0m |
| Inflation | 0.5% decrease | Decrease of £2.6m |
| Mortality rates | 1-year increase | Increase of £3.1m |

The other demographic assumptions have been set having regard to latest trends in the scheme.

The Group is aware of a UK High Court legal ruling in June 2023 between Virgin Media Limited and NTL Pension Trustees II Limited which decided that certain historic rule amendments were invalid if they

were not accompanied by the actuarial certifications. The ruling was subject to appeal and in July 2024 the Court of Appeal confirmed the 2023 UK High Court legal ruling. The Group is considering, with the

scheme Trustee, the impact of this ruling. An initial review of scheme rule amendments has not shown any immediate concerns and the Group will continue to monitor any developments. As the outcome

of any impact is unknown, no adjustments have been made in these accounts.

NOTES TO THE ACCOUNTS CONTINUED

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167Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Defined contribution plans

The Company also operates defined contribution schemes for other eligible employees. The assets of the schemes are held separately from those of the Group. The pension cost represents contributions

payable by the Group and amounted to £40.8 million (2024: £35.5 million) in the year. At 27 December 2025 regular monthly employee and employer contributions of £3.9 million were not paid over to the

schemes (27 December 2024: £3.4 million). These amounts were paid to the schemes in January.

23. Share-based payments – Group and Parent Company

The Group has established a Savings-Related Share Option Scheme, an Executive Share Option Scheme and a Performance Share Plan.

The terms and conditions of the grants for these schemes are as follows, whereby all options are settled by physical delivery of shares:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Number of shares |  |  |
|  | Date of grant | Employees entitled | Exercise price | granted | Vesting conditions | Contractual life |
| Executive Share Option Scheme 18 | March 2015 | Senior employees | £10.22 | 298,045 | Three years’ service and EPS growth of 1%-7% over RPI on average over those | 10 years |
|  |  |  |  |  | three years |  |
| Executive Share Option Scheme 19 | April 2016 | Senior employees | £10.88 | 235,857 | Three years’ service and EPS growth of 2%-8% over RPI on average over | 10 years |
|  |  |  |  |  | those three years |  |
| Executive Share Option Scheme 20 | April 2017 | Senior employees | £10.33 | 246,219 | Three years’ service and EPS growth of 5%-11% on average over those three | 10 years |
|  |  |  |  |  | years |  |
| Performance Share Plan 10 | April 2019 | Senior executives | £nil | 128,534 | Three years’ service, EPS average annual growth of 5%-11% over those three | 10 years |
|  |  |  |  |  | years and average annual ROCE of 24%-28% over those three years |  |
| Executive Share Option Scheme 22 | April 2019 | Senior employees | £18.30 | 140,913 | Three years’ service, EPS average annual growth of 5%-11% over those three | 10 years |
|  |  |  |  |  | years and average annual ROCE of 24%-28% over those three years |  |
| Executive Share Option Scheme 23 | November 2020 Senior employees | | £17.20 | 121,202 | Three years’ service, EPS performance in FY2022, ROCE performance in | 10 years |
|  |  |  |  |  | FY2022 and two strategic objectives |  |
| Savings-Related Share Option Scheme 22 | April 2021 | All employees | £16.72 | 291,979 | Three years’ service | 3.5 years |
| Performance Share Plan 12 | April 2021 | Senior executives | £nil | 120,022 | Three years’ service, EPS performance in FY2023, ROCE performance in | 10 years |
|  |  |  |  |  | FY2023 |  |
| Performance Share Plan 12 (retained) | April 2021 | Senior executives | £nil | 29,512 | Three years’ service | 10 years |
| Executive Share Option Scheme 24 | April 2021 | Senior employees | £22.63 | 120,994 | Three years’ service, EPS performance in FY2023, ROCE performance in | 10 years |
|  |  |  |  |  | FY2023 |  |
| Savings-Related Share Option Scheme 23 | April 2022 | All employees | £19.68 | 265,209 | Three years’ service | 3.5 years |
| Performance Share Plan 13 | March 2022 | Senior executives | £nil | 91,305 | Three years’ service, EPS average annual growth of 3%-8% over those three | 10 years |
|  |  |  |  |  | years and average annual ROCE of 19.6%-22.6% over those three years |  |
| Performance Share Plan 13a | May 2022 | Senior executives | £nil | 36,014 | Three years’ service, EPS average annual growth of 3%-8% over those three | 10 years |
|  |  |  |  |  | years and average annual ROCE of 19.6%-22.6% over those three years |  |

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168

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | Number of shares |  |  |  |
|  | Date of grant | Employees entitled | Exercise price | granted | Vesting conditions |  | Contractual life |
| Executive Share Option Scheme 25 | March 2022 | Senior employees | £24.31 | 118,357 | Three years’ service, EPS average annual growth of 3%-8% over those three |  | 10 years |
|  |  |  |  |  | years and average annual ROCE of 19.6%-22.6% over those three years |  |  |
| Savings-Related Share Option Scheme 24 | May 2023 | All employees | £21.06 | 268,478 | Three years’ service |  | 3.5 years |
| Performance Share Plan 14 | May 2023 | Senior executives | £nil | 109,583 | Three years’ service, EPS average annual growth of 4%-9% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 18.7%-21.2% over those three years and a CO |  |  |
|  |  |  |  |  | 2 |  |  |
|  |  |  |  |  | emissions reduction target |  |  |
| Executive Share Option Scheme 26 | May 2023 | Senior employees | £27.92 | 130,075 | Three years’ service, EPS average annual growth of 4%-9% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 18.7%-21.2% over those three years and a CO |  |  |
|  |  |  |  |  | 2 |  |  |
|  |  |  |  |  | emissions reduction target |  |  |
| Performance Share Plan 15 | March 2024 | Senior executives | £nil | 114,763 | Three years’ service, EPS average annual growth of 5%-10% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 18.4%-20.8% over those three years and a |  |  |
|  |  |  |  |  | Scope 3 CO | emissions target |  |
|  |  |  |  |  | 2 |  |  |
| Executive Share Option Scheme 27 | March 2024 | Senior employees | £28.29 | 148,587 | Three years’ service, EPS average annual growth of 5%-10% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 18.4%-20.8% over those three years and a |  |  |
|  |  |  |  |  | Scope 3 CO | emissions target |  |
|  |  |  |  |  | 2 |  |  |
| Savings-Related Share Option Scheme 25 | May 2024 | All employees | £22.50 | 340,160 | Three years’ service |  | 3.5 years |
| Performance Share Plan 15a (retained) | December 2024 Senior executive | | £nil | 2,000 | One year’s service |  | 1 year |
| Performance Share Plan 15b (retained) | December 2024 Senior executive | | £nil | 2,000 | Two years’ service |  | 2 years |
| Performance Share Plan 16 | March 2025 | Senior executives | £nil | 184,511 | Three years’ service, EPS average annual growth of 2%-5% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 16.1%-18.5% over those three years and a CO |  |  |
|  |  |  |  |  | 2 |  |  |
|  |  |  |  |  | emissions target |  |  |
| Executive Share Option Scheme 28 | March 2025 | Senior employees | £18.12 | 183,130 | Three years’ service, EPS average annual growth of 2%-5% over those three |  | 10 years |
|  |  |  |  |  | years, average annual ROCE of 16.1%-18.5% over those three years and a CO |  |  |
|  |  |  |  |  | 2 |  |  |
|  |  |  |  |  | emissions target |  |  |
| Savings-Related Share Option Scheme 26 | May 2025 | All employees | £14.30 | 517,172 | Three years’ service |  | 3.5 years |
| Performance Share Plan 16a (retained) | January 2025 | Senior executive | £nil | 3,000 | Three year’s service |  | 3 years |
| Performance Share Plan 16b (retained) | February 2025 | Senior executive | £nil | 1,500 | One year’s service |  | 1 year |
| Performance Share Plan 16c (retained) | February 2025 | Senior executive | £nil | 1,500 | Two years’ service |  | 2 years |

NOTES TO THE ACCOUNTS CONTINUED

23. Share-based payments – Group and Parent Company continued

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169Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

The number and weighted average exercise price of share options is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2025 |  | 2024 |
|  | Weighted average |  | Weighted average |  |
|  | exercise price | Number of options | exercise price | Number of options |
| Outstanding at the beginning of the year | £17.70 | 1,716,618 | £14.60 | 1,680,816 |
| Forfeited during the year | £18.29 | (388,038) | £24.77 | (55,906) |
| Exercised during the year | £12.08 | (135,887) | £9.04 | (516,902) |
| Granted during the year | £12.03 | 890,813 | £19.56 | 608,610 |
| Outstanding at the end of the year | £15.53 | 2,083,506 | £17.70 | 1,716,618 |
| Exercisable at the end of the year | £17.05 | 271,067 | £17.53 | 206,449 |

No options expired during the period covered by the above tables. The options outstanding at 27 December 2025 have an exercise price in the range of £nil to £28.29 (2024: £nil to £28.29) and have a

weighted average contractual life of 5.0 years (2024: 5.0 years). The options exercised during the year had a weighted average market value of £19.33 (2024: £28.24).

The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured

based on the Black-Scholes model. The fair value per option granted and the assumptions used in these calculations are as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  | 2025 |  |  |  |  | 2024 |  |  |
|  |  |  | Savings-Related | Performance | Performance | Performance |  |  | Savings-Related | Performance | Performance |
|  | Performance | Executive Share | Share Option | Share Plan 16a | Share Plan | Share Plan | Performance | Executive Share | Share Option | Share Plan | Share Plan |
|  | Share Plan 16 | Option Scheme 28 | Scheme 26 | (retained) | 16b (retained) | 16c (retained) | Share Plan 15 | Option Scheme 27 | Scheme 25 | 15a (retained) | 15b (retained) |
|  | March 2025 | March 2025 | May 2025 | January 2025 | February 2025 | February 2025 | March 2024 | March 2024 | May 2024 | December 2024 | December 2024 |
| Fair value at grant date | £16.18 | £3.48 | £5.28 | £25.87 | £20.42 | £19.76 | £26.49 | £6.12 | £8.65 | £27.19 | £26.59 |
| Share price | £18.14 | £18.14 | £18.57 | £27.86 | £21.10 | £21.10 | £28.29 | £28.29 | £28.12 | £27.80 | £27.80 |
| Exercise price | £nil | £18.14 | £14.30 | £nil | £nil | £nil | £nil | £28.29 | £22.50 | £nil | £nil |
| Expected volatility | 30.94% | 30.94% | 30.85% | 28.69% | 30.96% | 30.96% | 30.52% | 30.52% | 29.99% | 28.66% | 28.66% |
| Option life | 3 years | 3 years | 3 years | 3 years | 1 year | 2 years | 3 years | 3 years | 3 years | 1 year | 2 years |
| Expected dividend yield | 3.80% | 3.80% | 3.72% | 2.48% | 3.27% | 3.27% | 2.19% | 2.19% | 2.20% | 2.23% | 2.23% |
| Risk-free rate | 4.14% | 4.14% | 3.68% | 4.23% | 4.00% | 4.05% | 4.07% | 4.07% | 4.47% | 4.32% | 4.26% |

The expected volatility is based on historical volatility, adjusted for any expected changes to future volatility due to publicly available information. The historical volatility is calculated using a weekly rolling

share price for the three-year period immediately prior to the option grant date.

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170

23. Share-based payments – Group and Parent Company continued

The costs charged to the income statement relating to share-based payments were as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| Share options granted in 2021 | – | 0.4 |
| Share options granted in 2022 | 0.3 | 1.2 |
| Share options granted in 2023 | (0.1) | 1.7 |
| Share options granted in 2024 | 0.4 | 1.2 |
| Share options granted in 2025 | 0.9 | – |
|  | 1.5 | 4.5 |
| Social security contributions | (0.4) | 0.4 |
| Total expense recognised as employee costs | 1.1 | 4.9 |

24. Provisions

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | 2024 | 2024 |
|  | Dilapidations | National Insurance | Other | Total | Dilapidations | National Insurance | Redundancy | Other | Total |
|  | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance at start of the year | 5.1 | 0.9 | 0.3 | 6.3 | 4.1 | 1.3 | 0.1 | 0.7 | 6.2 |
| Additional provision in the year |  |  |  |  |  |  |  |  |  |
| – Ordinary provisions | 2.7 | 0.1 | 2.3 | 5.1 | 2.8 | 0.5 | – | 0.1 | 3.4 |
| – Exceptional provisions | – | – | 4.5 | 4.5 | – | – | – | – | – |
| Utilised in the year | (1.1) | (0.2) | (0.1) | (1.4) | (1.0) | (0.9) | – | (0.2) | (2.1) |
| Provisions reversed during the year |  |  |  |  |  |  |  |  |  |
| – Ordinary provisions | (0.3) | (0.5) | – | (0.8) | (0.6) | – | – | (0.3) | (0.9) |
| – Exceptional provisions (Note 4) | – | – | – | – | (0.2) | – | (0.1) | – | (0.3) |
| Balance at end of the year | 6.4 | 0.3 | 7.0 | 13.7 | 5.1 | 0.9 | – | 0.3 | 6.3 |
| Included in current liabilities | 3.1 | 0.2 | 7.0 | 10.3 | 2.7 | 0.6 | – | 0.1 | 3.4 |
| Included in non-current liabilities | 3.3 | 0.1 | – | 3.4 | 2.4 | 0.3 | – | 0.2 | 2.9 |
|  | 6.4 | 0.3 | 7.0 | 13.7 | 5.1 | 0.9 | – | 0.3 | 6.3 |

The provisions at the end of the year relate to ordinary or exceptional activity as follows:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ordinary | 6.4 | 0.3 | 2.5 | 9.2 | 5.1 | 0.9 | – | 0.3 | 6.3 |
| Exceptional | – | – | 4.5 | 4.5 | – | – | – | – | – |
|  | 6.4 | 0.3 | 7.0 | 13.7 | 5.1 | 0.9 | – | 0.3 | 6.3 |

Dilapidation provisions have been made based on the future expected repair costs required to restore the Group’s leased properties to their fair condition at the end of their respective lease terms, where it is

considered a reliable estimate can be made and it is probable that the Group will be required to settle the obligation. Based on the Group’s experience in respect of shops it is not considered probable at lease

inception that it will be required to make any payment in respect of dilapidations. Therefore a provision is only recognised in respect of shops when circumstances suggest that there will be such a requirement.

NOTES TO THE ACCOUNTS CONTINUED

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171Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

For other leased properties, an estimate of these future expected repair costs is assessed at lease inception and recognised as part of the cost of the asset when a reliable estimate can be made.

National Insurance costs are provided in respect of future share options exercises.

Other provisions are in respect of:

i.  onerous costs relating to closed shops where the lease has not yet expired.

ii.  £6.8 million in respect of a historic VAT error which has resulted in an underpayment of VAT for the current and prior years (£2.3 million in respect of the current year and £4.5 million in respect of prior

years (see Note 4)). This amount includes £0.7 million in respect of interest on the underpaid amount and is expected to be settled in 2026.

The majority of all of the provisions are expected to be utilised between one and four years such that the impact of discounting would not be material, except for £0.7 million relating to a dilapidations

provision made at the end of 2025, being the present value of the estimated restoration costs at the new Derby facility following works undertaken during the current year.

25. Capital and reserves

Share capital

|  |  |  |
| --- | --- | --- |
|  | Ordinary shares |  |
|  | 2025 | 2024 |
|  | Number | Number |
| In issue and fully paid at start of year – ordinary shares of 2p | 102,255,675 | 102,255,675 |

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Share premium account

The share premium reserve relates to the proceeds received in excess of the nominal value of shares issued, net of any transaction costs.

Capital redemption reserve

The capital redemption reserve relates to the nominal value of issued share capital bought back by the Company and cancelled.

Own shares held

Deducted from retained earnings is £61.7 million (2024: £63.3 million) in respect of own shares held by the Greggs Employee Benefit Trust (EBT). The EBT, which was established during 1988 to act as a

repository of issued Company shares, holds 300,661 shares (2024: 436,548 shares) with a market value at 27 December 2025 of £5.1 million (2024: £12.1 million) which have not vested unconditionally in

colleagues. During the year the EBT purchased nil (2024: 177,898) shares for an aggregate consideration of £nil (2024: £5.0 million) and sold 135,807 (2024: 516,902) shares for an aggregate consideration

of £1.6 million (2024: £4.7 million).

The shares held by the Greggs EBT can be purchased either by employees on the exercise of an option under the Greggs Executive Share Option Schemes, Greggs Savings-Related Share Option Scheme

and Greggs Performance Share Plan or by the trustees of the Greggs Employee Share Scheme. The trustees have elected to waive the dividends payable on these shares.

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172

25. Capital and reserves continued

Dividends

The following tables analyse dividends when paid and the year to which they relate:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | Per share | Per share |
|  | pence | pence |
| 2023 final dividend | – | 46.0p |
| 2023 special dividend | – | 40.0p |
| 2024 interim dividend | – | 19.0p |
| 2024 final dividend | 50.0p | – |
| 2025 interim dividend | 19.0p | – |
|  | 69.0p | 105.0p |

The proposed final dividend in respect of 2025 amounts to 50.0 pence (£50.9 million). This dividend is not included as a liability in these accounts.

Dividends paid during the year are as follows:

|  |  |  |
| --- | --- | --- |
|  | 2025 | 2024 |
|  | £m | £m |
| 2023 final dividend | – | 46.8 |
| 2023 special dividend | – | 40.7 |
| 2024 interim dividend | – | 19.3 |
| 2024 final dividend | 50.9 | – |
| 2025 interim dividend | 19.4 | – |
|  | 70.3 | 106.8 |

26.  Capital commitments

During the 52 weeks ended 27 December 2025, the Group entered into contracts to purchase property, plant and equipment and intangible assets for £84.0 million (2024: £100.5 million) all of which is

expected to be settled in 2026 and 2027.

NOTES TO THE ACCOUNTS CONTINUED

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173Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

27.  Related parties

Identity of related parties

The Group has a related party relationship with its subsidiaries (see Note 13), Directors and executive officers, and pension schemes.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | Amounts owed to related parties |  | Amounts owed by related parties |
|  | 2025 | 2024 | 2025 | 2024 |
|  | £m | £m | £m | £m |
| Dormant subsidiaries | 7.7 | 7.7 | – | – |

The Greggs Foundation is also a related party and during the year the Company made a donation to The Greggs Foundation of £3.4 million (2024: £3.1 million), as well as passing on £1.4 million (2024: £1.4

million) from customers, raised from donations, the sale of carrier bags, and a contribution from sales of designated charity products. The Greggs Foundation holds 281,000 shares (2024: 281,000 shares) in

Greggs plc and Richard Hutton, a Director of Greggs plc, is a trustee of The Greggs Foundation.

Transactions with key management personnel

Details of Directors’ shareholdings, share options, emoluments, pension benefits and other non-cash benefits can be found in the Directors’ Remuneration Report on pages 95 to 119.

Summary information on remuneration of key management personnel is included in Note 5.

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174

2016 2017 2018 2019

2,3

2020

1

2021

1

2022 2023 2024 2025

Turnover (£m) 894.2 960.0 1,029.3 1,167.9 811.3  1,229.7  1,512.8  1,809.6 2,014.4 2,151.2

Total sales growth/(decline) (%) 7.0% 7.4% 7.2% 13.5% (30.5%) 51.6% 23.0% 19.6% 11.3% 6.8%

Company-managed shop like-for-like sales growth/(decline) (%) 4.2% 3.7% 2.9% 9.2% (36.2%) 52.4% 17.8% 13.7% 5.5% 2.4%

Operating profit/(loss) excluding exceptional items (£m)  80.3 82.2 89.8 114.8 (7.0) 153.2 154.4 171.7 195.3 187.5

Profit/(loss) before tax excluding exceptional items (£m) 80.3 81.8 89.8 114.2 (12.9) 145.6  148.3  167.7 189.8 171.9

Profit/(loss) before tax margin excluding exceptional items (%) 9.0% 8.5% 8.7% 9.8% (1.59%) 11.8% 9.8% 9.3% 9.4% 8.0%

Pre-tax exceptional (charge)/gain (£m) (5.2) (9.9) (7.2) (5.9) (0.8) – – 20.6 14.1 (4.5)

Profit/(loss) on ordinary activities including exceptional items and before tax (£m) 75.1 71.9 82.6 108.3 (13.7) 145.6  148.3  188.3 203.9 167.4

Diluted earnings/(loss) per share excluding exceptional items (pence) 60.8 63.5 70.3 89.7 (12.9) 114.3  117.5 123.8 137.5 122.8

Ordinary dividend per share declared (pence)  31.0 32.3 35.7 11.9 – 57.0  59.0 62.0 69.0 69.0

Special dividend per share declared (pence) – – – 35.0 – 40.0 – 40.0 – –

Total shareholder return (%) (23.8%) 47.5% (7.4%) 84.7% (22.0%) 87.3% (26.8%) 13.5% 10.6% (36.8%)

Capital expenditure (£m) 80.4 70.4 73.0 86.0 58.7  57.4  110.8  199.8 249.0 287.5

Return on capital employed (excluding exceptional items) (%) 28.1% 26.9% 27.4% 20.0% (2.4%) 23.0% 21.0% 21.1% 20.3% 16.0%

Number of shops in operation at year end 1,764 1,854 1,953 2,050 2,078 2,181  2,328 2,473 2,618 2,739

1  2020 was a 53-week year, impacting on total sales growth for that year and the year immediately following.

2  IFRS 16 Leases was implemented at the start of the financial year using the modified retrospective approach. Prior year comparatives have not been restated.

3  The final dividend declared in respect of 2019 was cancelled as a cash preservation measure during the Covid-19 crisis.

All of the non-GAAP measures detailed above can be calculated from the GAAP measures included in the annual accounts with the exception of those detailed on pages 175 to 177.

TEN-YEAR HISTORY

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175Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Calculation of alternative performance measures

In monitoring and assessing the Group’s performance, the Directors use a number of Alternative Performance Measures (APMs) which are not defined by IFRS. These measures provide additional insight

into the underlying performance of the business by excluding items that are material and / or unusual in nature or non-recurring, and which could otherwise distort period-on-period comparisons.

APMs should be considered alongside the IFRS measures and may not be directly comparable with those used by other companies.

Like-for-like sales growth – compares year-on-year cash sales in our company-managed shops, with more than one calendar year’s trading history and is calculated as follows:

2025

£m

2024

£m

Current year like-for-like sales 1,679.0 1,564.0

Prior year like-for-like sales 1,639.7 1,483.1

Growth in like-for-like sales 39.3 80.9

Like-for-like sales growth percentage 2.4% 5.5%

Like-for-like sales can be reconciled to total revenue as follows:

2025

£m

2024

£m

Like-for-like sales in company-managed shops 1,679.0 1,564.0

Non-like-for-like sales in company-managed shops 218.2 217.7

Total revenue in retail company-managed shops 1,897.2 1,781.7

Business to business sales 254.0 232.7

Total revenue 2,151.2 2,014.4

Franchise like-for-like system sales growth – compares year-on-year cash sales in our franchised shops, with more than one calendar year’s trading history and is calculated as follows:

2025

£m

2024

£m

Current year franchise like-for-like sales 325.6 280.1

Prior year franchise like-for-like sales 312.2 260.8

Growth in franchise like-for-like sales 13.4 19.3

Franchise like-for-like sales growth percentage 4.3% 7.4%

Franchise system sales are different from revenue. They are the sales made in our franchised shops whereas the Company’s revenue from business-to-business sales comprises sales of products to

franchise and wholesale partners together with the licence fee charged to franchise partners.

ALTERNATIVE PERFORMANCE MEASURES

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176

ALTERNATIVE PERFORMANCE MEASURES CONTINUED

Calculation of alternative performance measures continued

Return on capital employed – calculated by dividing profit before tax by the average total assets less current liabilities for the year.

2025

Underlying

£m

2025

Including

exceptional items

(see Note 4)

£m

2024

Underlying

£m

2024

Including

exceptional items

(see Note 4)

£m

Profit before tax 171.9 167.4 189.8  203.9

Capital employed:

Opening 1,009.5  1,009.5  857.2 857.2

Closing 1,136.3 1,136.3 1,009.5  1,009.5

Average 1,072.9 1,072.9 933.4  933.4

Return on capital employed 16.0% 15.6% 20.3% 21.8%

Net cash inflow from operating activities after lease payments – calculated by deducting the repayment of principal of lease liabilities from net cash flow from operating activities.

2025

£m

2024

Restated

£m

Net cash inflow from operating activities 337.0 318.6

Repayment of principal of lease liabilities (63.3) (56.7)

Net cash inflow from operating activities after lease payments 273.7 261.9

The 2024 net cash inflow from operating activities has been restated as explained on page 132.

Diluted operating cash inflow per share – calculated as net cash inflow from operating activities after lease payments (see above) divided by the diluted weighted average number of ordinary shares during

the year.

2025 2024

Net cash inflow from operating activities after lease payments  £273.7m £261.9m

Weighted average number of ordinary shares (diluted) during the year 102,482,895 102,558,244

Diluted operating cash inflow per share  267.1p 255.4p

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177Greggs plc  Annual Report and Accounts 2025

ACCOUNTSDIRECTORS’ REPORTSTRATEGIC REPORT

Net cash and cash equivalents – calculated by deducting borrowings from cash and cash equivalents.

2025

£m

2024

£m

Cash and cash equivalents 70.8 125.3

Borrowings (25.0) –

Net cash and cash equivalents 45.8 125.3

Liquidity – calculated by adding cash and cash equivalents to the undrawn amount of the RCF facility.

2025

£m

2024

£m

Cash and cash equivalents 70.8 125.3

Undrawn RCF 75.0 100.0

Total liquidity 145.8 225.3

178

SECRETARY AND ADVISERS

Secretary

Sarah Dickson

Registered Office

Greggs House

Quorum Business Park

Newcastle upon Tyne

NE12 8BU

Registered number

502851

Bankers

Barclays Bank plc

Barclays House

5 St Ann’s Street

Quayside

Newcastle upon Tyne

NE1 3DX

Auditor

RSM UK Audit LLP

1 St James’ Gate

Newcastle upon Tyne

NE1 4AD

Stockbrokers

UBS

5 Broadgate Circle

London

EC2M 2QS

Investec

2 Gresham Street

London

EC2V 7QP

Solicitors

Linklaters LLP

One Silk Street

London

EC2Y 8HQ

Registrars

MUFG Corporate Markets

10th Floor

Central Square

28 Wellington Street

Leeds

LS1 4DL

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#### Greggs plc Annual Report and Accounts 2025