Annual Report and Accounts 2025
Set
ting
the table for growth
Our purpose
Contents
Overview
2025 highlights
01
Strategic report
At a glance
02
Our investment case
06
Chairman’s statement
08
Chief Executive’s review
10
Our products
12
Our markets
16
Our business model
20
Our strategy
22
Key performance indicators
26
Chief Financial Officer’s statement
28
ESG report
34
TCFD report
40
Non-financial and sustainability
information statement
46
Section 172 statement
48
Principal risks and uncertainties
50
Going concern
56
Viability statement
57
Governance
Corporate governance report
60
Board of Directors
64
Report of the Nomination Committee
66
Report of the Audit & Risk Committee
68
Remuneration Committee report
72
Related Party Transactions Committee report
82
Directors’ report
83
Statement of Directors’ responsibilities
in respect of the financial statements
85
Financial statements
Independent auditor’s report
to the members of Princes Group Plc
88
Consolidated income statement
94
Consolidated statement of comprehensive income
95
Consolidated statement of financial position
96
Company statement of financial position
98
Consolidated statement of changes in equity
100
Company statement of changes in equity
101
Consolidated cash flow statement
102
Notes to the financial statements
103
Additional information
Company information and contact details
146
Our purpose goes beyond the plate.
Making the
right choices never tasted so good
isn’t just
a tagline – it’s a promise. We are committed to
sourcing responsibly, reducing waste, and supporting
sustainable practices that protect our planet for
future generations. By combining quality with
integrity, we empower consumers to make choices
that feel right and taste even better.
See our investment case
–
pages 6 to 7
See our Chairman’s statement
–
pages 8 to 9
See our Business model
–
pages 20 to 21
01
Princes Group
Annual Report and Accounts 2025
Overview
| Strategic report | Governance | Financials | Additional information
01
Princes Group
Annual Report and Accounts 2025
Overview
| Strategic report | Governance | Financials | Additional information
2025 highlights
*
Financial highlights figures are presented on an unaudited pro forma basis. Please refer to Alternative Performance Measures (“APMs”)
as defined on page 31.
Pro forma Financial Results*
Revenues
£1.92bn
FY 2024 £2.05bn
Adjusted EBITDA
£149.5m
FY 2024 £122.3m
Adjusted EBITDA margin
7.8%
FY 2024 6.0%
Statutory Measures Financial Results
EBITDA
£145.5m
FY 2024 £101.5m
Profit after Taxation
£57.9m
FY 2024 £9.3m
Net Cash (Debt) Position
(excluding IFRS 16 lease liabilities)
£394.6m
FY 2024 £(366)m
Revenues
£1.87bn
FY 2024 £1.28bn
Adjusted EBITDA
£148.0m
FY 2024 £65.0m
Adjusted EBITDA margin
7.9%
FY 2024 5.1%
EBITDA
£144.0m
FY 2024 £56.9m
Profit (loss) after Taxation
£37.1m
FY 2024 £(8.3)m
Net Cash (Debt) Position
(excluding IFRS 16 lease liabilities)
£394.6m
FY 2024 £(366)m
02
Princes Group
Annual Report and Accounts 2025
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Strategic report
| Governance | Financials | Additional information
At a glance
at a glance
Princes
Who we are
We are a leading international food
and beverage group with strong positions
across both branded and customer
own-label products. We leverage our
scale and deep industrial expertise
to bridge the gap between global
supply chains and the everyday needs
of the consumer, serving our customers
through a diversified, resilient and
scalable business model.
What we do
Our portfolio spans five strategic
business units –
Foods, Fish, Italian,
Oils
and
Drinks
– providing everyday
food and drink solutions to consumers
across multiple categories, channels
and geographies.
Our “one-stop-shop” proposition
is highly valued by customers,
combining leading market share
positions with an ability to
scale into new categories
and geographies.
Revenue split by geography
†
United Kingdom
71%
Italy
4%
Germany
7%
Rest of World
18%
Serving approximately
8,000 customers
Exporting across more than
60 countries
Wher
e w
e serve
From our hubs in the United Kingdom and
Europe, we export products to more than
60 countries
and serve approximately
8,000 customers globally,
supported by
long-standing relationships with leading
retailers and partners.
Our customers are served through three core
channels. Revenue split by channel
†
:
Large food retailers
83%
Foodservice and
normal trade
6%
B2B partners
11%
†
Revenue split is based on 2025 pro forma figures.
03
Princes Group
Annual Report and Accounts 2025
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Princes Group by Numbers
Our purpose-driven approach framework
Purpose, Vision and Mission
Strategic imperatives to reach our 2030 ambition
Our Values that will underpin that ambition
Our Purpose
Making the right choices
never tasted so good
Customer First,
Always
Put consumers at the
head of everything
we do – delivering
safe, high-quality,
innovative products
while being easy to do
business with, so our
customers can thrive
and grow with us
Lead with integrity
and transparency
Be open, honest
and accountable in
everything we do,
ensuring trust with
our people, customers,
investors and partners
Invest wisely,
grow boldly
Be guided by our clear
strategic vision and
decisive leadership
to make smart
investments and
drive growth
Act with Purpose
Operate responsibly to
minimise our impact
on the planet
Perform with pride
Create a high-
performance culture
where colleagues feel
part of a community,
embrace shared values
and work together
towards a common
purpose
Unlocking our
Competitive Edge
Driving
Commercial Value
Leveraging our
Industrial Know-How
Driving a
Winning Culture
Operating Sustainably
& Ethically
Integrating &
Leveraging
Group Capabilities
Our Vis
ion
Bringing everyone together
to enjoy quality food and
drinks
Our Mis
sion
Proudly producing authentic
and affordable high-quality
store cupboard essentials
from across the world
2025 Revenue
£1.9bn
Manufacturing sites
23
across the UK, Europe & Mauritius
M&A transactions
>20
over the last 35 years
Employees
7,900
approximately
MSC-Certified Tuna
100%
achieved in 2025
Active SKUs
c.4,000
in 2025
Founded in
Liverpool
UK in 1880
Rated
UK #1
across several categories
04
Princes Group
Annual Report and Accounts 2025
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At a glance
continued
2015
2024
20
05
Edible Oils
Joint Venture
Formed Edible Oils Limited
(“EOL
”
) with Archer Daniels
Midland (“ADM
”
) to lead in
the Oils category.
2010
Polish
operations
Opened Polish office and
site to expand edible oils
into Europe.
201
1
Acquisition
of new Canned
operations
Acquired Crosse &
Blackwell and major
canning production sites,
Wisbech and Long Sutton.
2012
Foggia Factory
Acquisition
Established Europe’s largest
tomato processing plant in
Foggia, Southern Italy.
Expansion of Princes
Tuna Mauritius
Purchase of second tuna
processing factory in
Mauritius to increase global
fish processing capacity.
Acquisition
by NewPrinces Group
Milan-listed Newlat Food
S.p.A. (now NewPrinces
S.p.A.) acquires Princes
Group from Mitsubishi
Corporation, preparing the
Group for transition into its
next phase of growth.
18
80
1946
1915
1960
Founded
in Liverpool
Established as a canned
fish business by William
Muirhead Simpson and
Frank Roberts.
Lobster
exporter
Princes becomes the
world’s largest exporter
of lobsters.
First Canned
Food Factory
Commenced direct
manufacturing, marking the
transition to an industrial
producer.
European
Expansion
Opened operations in the
Netherlands, beginning our
international growth.
1989
Acquisition
by Mitsubishi
Corporation
Princes becomes
Mitsubishi’s European food
& beverage vehicle.
19
91
Soft Drinks
Entry
Acquired the Bradford site,
diversifying the Group into
the Soft Drinks category.
19
9
9
Acquisition of Princes
Tuna Mauritius
(“PTM”)
Vertical integration
for the Fish business
unit via Mauritian tuna
processing operations.
20
01
Acquisition of
Napolina
Acquired Napolina from
Unilever, boosting its
market-leading position in the
premium Italian category.
Our history
2025
Listing on the London Stock Exchange (“LSE”)
Princes Group lists on the Main Market of the London Stock
Exchange on 31 October 2025.
Acquired Symington’s, Princes France
SAS, Newlat GMBH and Pasta, Bakery
products and Speciality division from
NewPrinces S.p.A.
05
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Annual Report and Accounts 2025
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For more information on our brands and
licences, please visit
princesgroup.com
We own and operate
over 20 main brands across nine broad product
categories,
complemented by extensive customer own-label capabilities.
Our brands hold leading positions in the UK and other European markets,
supported by deep category expertise and continuous innovation.
Our brand portfoli
o
is a strategic asset
06
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Our investment case
Why Invest
Market Leadership
in Resilient Categories
Princes holds leading positions across
key food categories in its core markets,
consistently ranking #1 or #2 in
multiple segments
across both branded
and customer own brand (“COB”).
In the UK, we are category captains,
combining prominent branded
shares with strong COB positions
and ensuring we remain a “first-call”
partner for major retailers.
This leadership extends
internationally, with meaningful
market shares across Europe in
categories such as pasta, bread
substitutes and tinned fish.
A Dual-Track
Business Model
Our unique integration of branded
products and customer own brand
(“COB”) manufacturing provides a
competitive “hedge” that few peers
can match.
This dual-track model allows us
to capture consumer spend across
both premium and value segments
while significantly enhancing our
industrial cost-competitiveness.
By leveraging the large volumes of
our COB operations, we achieve
higher economies of scale across our
extensive manufacturing facilities. This
volume-driven approach optimises
overhead absorption and lowers unit
costs, providing an efficiency tailwind
that benefits our entire branded
portfolio and deepens our integration
into the retail supply chain.
Scalable European Platform
with Operating Leverage
Our vertically integrated model,
spanning global sourcing to in-
house, multi-site manufacturing, is
engineered for maximum efficiency
and agility. With
30% manufacturing
capacity headroom
already in place,
we are primed for organic growth
without the immediate requirement
for additional capital expenditure.
Our state-of-the-art facilities allow for
rapid product innovation in response
to evolving consumer trends, while
our procurement and operational
scale boost margins and drive
operational excellence.
1
2
3
Position across several
categories in the UK and Europe
#1 or #2
Branded and
customer own brand
>20 brands
Spare capacity
c.30%
in Princes Group?
07
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Annual Report and Accounts 2025
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High Cash Conversion
& Financial Discipline
Our business is built on a capital-
efficient model where disciplined
working capital management is a
core priority. In 2025, our
Pro forma
Free cash flow conversion exceeded
85%,
underscoring the high quality of
our earnings and the cash-generative
nature of our operations. This financial
strength provides the “strategic
oxygen” to reinvest in our facilities,
maintain balance sheet discipline,
and fund future growth initiatives
from a position of strength.
A Proven Track Record of
Accretive M&A Execution
Growth has been a constant in
our history, during which our
management team has completed
more than 20 acquisitions. Our
approach remains strictly selective,
focusing on targets that either
consolidate our category leadership,
expand our footprint, or bring new
industrial capabilities into our
infrastructure. By prioritising strategic
fit over simple volume, we ensure
that every transaction we undertake
is positioned to create tangible, long-
term value for the Group.
Management &
Family Ownership
Princes is led by an experienced
leadership team with a deep
understanding of the food and
beverage sector, supported by
independent Board members with a
complementary skill set spanning deep
industry, governance, and financial
knowledge to guarantee a best-in-
class governance framework. Our
governance structure is characterised
by the direct, day-to-day involvement
of our family shareholders within the
Group’s leadership. This integration
ensures an alignment between
management and shareholders,
effectively removing the conflict of
interest typically found in a “principal-
agent” situation among many listed
entities. This hands-on ownership
model fosters a culture of rigorous
financial discipline and a long-term
strategic focus, ensuring that every
operational decision is made in the
best interest of the Group’s long-term
value creation.
4
5
6
Cash conversion in 2025
86%
Acquisitions completed
20+
Non-family Board members
62.5%
08
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A year of strong delivery
“We are ahead of plan in delivering
our medium-term targets,
reflecting disciplined execution
and a resilient business model.”
The Group delivered outstanding results in
FY 2025. Pro forma* revenue of £1.92 billion
reflects a deliberate strategic shift: we exited
low-margin contracts to prioritise profitability
over volume. This resulted in pro forma gross
profit increasing 15% to £388 million and pro
forma gross profit Adjusted EBITDA reaching
£150 million, up 22% year on year. Adjusted
EBITDA margin expanded by 181 bps and net
profit reached £57.9 million – a more than
fivefold increase from £9.3 million in FY 2024
underscoring the earnings power of a leaner,
higher-quality revenue base.
Importantly, we are ahead of plan in
delivering our synergies and medium-term
targets, reflecting both the quality of the
underlying business and the effectiveness
of synergy execution across the Group.
This progress has been achieved while
maintaining a disciplined balance sheet
and a clear focus on returns.
Our listing has strengthened our financial
flexibility, with a £311 million net cash
position, enhancing our ability to pursue
opportunities that support sustainable
value creation for our shareholders.
Strategy and value creation
Princes operates in essential food and
beverage categories with resilient demand
characteristics. Our diversified portfolio –
spanning branded and customer own-label
products across multiple categories and
geographies – provides a strong foundation
for consistent performance.
Our strategy is deliberately balanced. Organic
growth remains an important pillar of our
strategy supported by innovation, customer
partnerships and operational efficiency. M&A
represents the cornerstone of our growth
model as we continue to pursue disciplined,
value-accretive acquisitions, leveraging our
proven integration capability, industrial
know-how and scalable operating platform.
Chairman’s statement
management team
A strong, highly seasoned
A landmark year for Princes,
marked by our successful
listing on the London Stock
Exchange and strong progress
against our long-term value
creation strategy.”
Angelo Mastrolia
–
Executive Chairman
2025 has been a landmark
year for Princes Group plc.
Our successful listing on
the London Stock Exchange
represents a significant
milestone in the Group’s
development and marks the
beginning of a new chapter
as a publicly listed company.
From the outset, our objective has been clear:
to create long-term value through disciplined
strategy, operational excellence and a balanced
approach to growth. The performance delivered
in 2025 demonstrates that this strategy is not
only working but accelerating.
Angelo Mastrolia
Executive Chairman
Results (£m)
Consolidated
year ended
December
2025
Unaudited
Consolidated
nine-month
period ended
December
2024
Unaudited
pro forma
year ended
December
2025
Unaudited
pro forma
year ended
December
2024
Revenue
1,872
1,275
1,919
2,053
EBITDA
144.0
56.9
145.5
101.5
Non-recurring items
4.0
8.1
4.0
20.8
Adjusted EBITDA
148.0
65.0
149.5
122.3
Profit/(Loss) after Taxation
37.1
(8.3)
57.9
9.3
Net Cash Position (excluding IFRS 16 lease liabilities)
394.6
(366)
394.6
(366)
09
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Annual Report and Accounts 2025
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“Princes is well positioned to
act as a consolidator in a
fragmented sector, with scale,
operational discipline and a proven
integration capability.”
The integration of Princes within the
NewPrinces Group has further strengthened
our capabilities. We are already seeing the
benefits of synergy activation, operational
leverage and procurement efficiencies, and
remain confident in delivering further value
over the medium term.
Positioned for opportunity
The current economic environment
continues to present challenges, but it
also creates opportunity.
Inflationary pressures, cost volatility and
the need for scale are driving consolidation
across the food and beverage sector. Well-
capitalised, operationally strong businesses
are best placed to succeed.
Princes is well positioned in this context.
Our proven ability to generate cash, with a
pro forma FCF conversion of 86% in 2025,
combined with our strong balance sheet
and impressive track record in executing
M&A, positions Princes Group as one of the
primary counterparts in the current M&A
landscape. We combine scale, flexibility
and a strong international footprint with
a clear capital allocation framework and a
disciplined approach to investment. Our
ambition is not growth for its own sake, but
growth that enhances returns, strengthens
the business and creates sustainable value.
Looking ahead
As we look forward, I am confident in the
strength of our platform and the clarity
of our strategy. We have delivered a step-
change in financial performance, built a
fortress balance sheet, and positioned
the Group to capitalise on consolidation
opportunities across our sector. We have
a strong leadership team, a resilient
operating model, and the financial
firepower to pursue our ambitions.
On behalf of the Board, I would like to
thank our colleagues for their exceptional
commitment during this transformational
year, and our shareholders for their
continued support. We enter the next
phase of our journey with confidence,
purpose, and momentum.
Angelo Mastrolia
Executive Chairman
24 April 2026
Revenue
£1.92bn
*
(2024: £2.05bn)
Gross profit
£388m
*
(2024: £338.4m)
*
On an unaudited pro forma basis; refer to APMs definitions on page 31.
10
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Chief Executive’s review
Simon Harrison
Chief Executive Officer
of Strategic Acceleration
A landmark year
Our flotation has provided the financial
firepower to pursue significant and
disciplined value creation through
M&A and continued investments.”
Simon Harrison
–
Chief Executive Officer
2025 has been a transformative year for
Princes Group. Our successful listing on
the London Stock Exchange was a catalyst
for accelerated delivery against our long-
term strategy. In our first months as a
listed company, we have demonstrated the
inherent resilience of our business model,
delivering exceptional momentum and a
robust financial performance characterised
by disciplined execution and structural
margin expansion.
We concluded the year with a strong net
cash position of £311 million. This balance
sheet strength provides us with significant
optionality and the “dry powder” required
to realise our growth ambitions.
Delivering beyond the plan
Our financial results in 2025 reflect a
relentless focus on high-quality earnings and
cash generation. Performance was broad-
based, fuelled by the enduring strength of
our brands and the essential, non-cyclical
nature of our portfolio.
The Group delivered meaningful profitability
improvements, with Pro forma Adjusted
EBITDA margin expanding by 181 basis
points. Our Italian business unit was
the standout performer, achieving an
exceptional 414 basis point margin
improvement to 10% margin, providing a
clear blueprint for operational excellence
across the Group. Furthermore, our
B2B partnership revenues grew by 9%,
underscoring the deep-rooted trust we have
built with our global commercial partners.
Crucially, we are currently tracking ahead of
our medium-term targets. This is not merely
a result of favourable market tailwinds, but a
direct outcome of rigorous cost management
and a renewed commercial strategy.
Organic growth and the
“UKM” advantage
Our international footprint and ability
to scale across geographies continue
to differentiate Princes from our peers.
However, our home market remains the
bedrock of our success. We are currently
executing a dual-track strategy: driving high-
growth international performance while
simultaneously deepening our presence in
the UK. 2025 was a year of honouring our
roots, a strategy that took life through our
‘Proudly Made in the UK’ (“UKM”) initiative.
This campaign is a reflection of our
integrated supply chain and our commitment
to local provenance – factors increasingly
valued by British consumers and retailers alike.
Our expansion in one of our main markets,
Germany – where we saw exceptional
growth driven by pasta sales – proves we
have great expertise to expand beyond our
core market, but our focus on the UK ensures
we remain the category leader on our own
doorstep. Our reputation as a partner of
choice in the UK was further reinforced this
year, being named M&S Supplier of the Year
by Ocado and receiving the Unitas Grocery
Supplier of the Year award.
“Our ‘Proudly Made in the UK’
campaign reinforces our position
as a national champion, aligning
our manufacturing excellence
with the values of the British
consumer.”
Investing in our Foundation:
operational excellence
Operational excellence is the engine of our
margin expansion. This year, we moved beyond
managing assets to strategically owning them.
By investing £82 million in the acquisition of
our Royal Liver Building headquarters and the
Symington’s Cross Green, Leeds facility, we
have fundamentally improved our cost base.
These strategic real estate investments are
expected to deliver annual rent savings of
approximately £2.5 million. When combined
with third-party tenant income, these
assets generate an impressive double-digit
investment yield of 11% and contribute
£3 million to our Free Cash Flow. This
is a clear example of our disciplined
capital allocation in action: transforming
operational costs into high-yield, cash-
generative assets.
Strategic capital allocation:
the M&A opportunity
Our capital allocation priority is clear:
disciplined, value-accretive growth. While
organic investment remains a pillar of our
strategy, our robust cash position and newly
listed status put us in a premier position to
act as a consolidator in a shifting market.
We are currently seeing a unique landscape
emerge as large multinational corporations
continue to rationalise their portfolios.
This is creating a pipeline of high-quality
assets that fit perfectly within the Princes
infrastructure. We are actively evaluating
M&A opportunities where we can leverage
our manufacturing scale and distribution
depth to unlock significant synergies. We
will remain disciplined, but we are ready
to move decisively when the right strategic
fit appears.
11
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Net cash
£311m
(£395m net cash excl. IFRS 16)
Capital raised at IPO
£400m
“With £311 million in net cash
and a clear M&A strategy,
we are perfectly positioned
to capitalise on the portfolio
reshaping currently taking
place across the market.”
Outlook: built for resilience
The external environment remains complex,
with persistent inflationary pressures and
macroeconomic shifts. However, Princes is
built for these conditions. Our diversified
portfolio provides a natural hedge, offering
the stability of staples alongside the growth
potential of our innovation pipeline.
We enter 2026 with confidence. Our
strategy is proven, our operating model
is lean, and our people are energised.
With a fortified balance sheet and an
improving margin profile, we have the
platform, the resources, and the team to
deliver sustainable, long-term value for
our shareholders.
I want to thank our colleagues for their
tireless commitment during this transition
year, and our investors for their continued
confidence in the Princes story.
Simon Harrison
Chief Executive Officer
24 April 2026
12
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Our products
across markets and products
Capturing
growth
We grow organically by strengthening our core and
expanding through global cross-selling. This framework
illustrates how we capture growth across markets
and products:
PRODUCT
NEW
EXISTING
NEW
EXISTING
MARKETS
Global
Cross-Selling
Growing
our Core
Global
Cross-Selling
13
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We deliver our organic growth strategy in our core markets through
six priority verticals, each with a clearly defined role:
Win in Italian products
Strengthen our leadership in core Italian
categories such as pasta, tomatoes
and olive oil, while expanding into
broader Italian meal occasions through
innovative product solutions that
combine authenticity with modern
consumer needs, thanks to our extensive
knowledge of Italian food products
and our manufacturing sites located
across Italy.
Diversify seafood
Broaden our ambient seafood portfolio
through the introduction of new species,
formats and clearer brand tiering to
address a wider range of consumer
occasions and price points.
Elevate edible oils
Expand the Napolina and Crisp’n’Dry
brands into new markets and adjacent
segments, including flavoured oils which
were launched this year, while developing
new formats and channels and leveraging
existing customer relationships,
particularly across Europe.
Drive drinks occasions
Expand our drinks portfolio by targeting
incremental consumption occasions and
evolving consumer preferences, with a
particular focus on health, functionality
and indulgence, including low-and
no-alcohol propositions.
Modernise ambient foods
Reposition ambient categories such
as pulses, soups and ready-to-eat
meals through improved packaging,
contemporary branding and product
innovation to increase relevance with
younger consumers.
Enter new categories
selectively
We leverage our in-house manufacturing
capabilities and technical expertise to
enter new categories such as infant
nutrition and free-from, supporting
incremental growth while maintaining
capital discipline.
1
4
2
5
3
6
Our Priority Verticals
14
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Our products
continued
Continued growth widening our branded
footprint into adjacent categories
Precision marketing driving penetration
Value growth
+15.7%
Global reach (people)
+15m
We achieved:
•
Category Disruption in Oils:
Our flavoured olive oil range,
launched in H1 2025, surpassed
£1m in value sales
within its
first year, becoming the
UK’s #1 branded flavoured olive oil
.
•
Flavour Boosters:
We identified a whitespace in the paste
category, launching a trio of flavoured tomato purées. The range
generated
£318k in its first six months,
proving the consumer
appetite for convenient, high-quality “shortcut” ingredients.
•
Strategic portfolio additions:
•
Napolina Polpa:
Launched to capture the “smooth and
rich” texture segment, catering to over 4 billion Italian
meal occasions in the UK.
•
Black Beans:
A strategic move into a private-label-
dominated segment, allowing retailers to drive
category value by encouraging shoppers to trade up
to a trusted brand.
Priority Vertical:
1
2
Napolina:
Napolina delivered an exceptional 2025, achieving
+15.7% value growth with double-digit gains across
every subcategory. This performance was underpinned
by a strategic focus on increasing household penetration
through wider distribution of core lines and high-impact
shopper activation.
We achieved:
•
Reach:
Over 15 million people.
•
Conversion:
48% of VOD viewers went on to purchase
the product.
•
Growth:
The brand has added
£3.4m
in value sales and
900k new shoppers
over the last two years.
Priority Vertical:
2
Crisp ‘n Dry:
Our 2025 Easter campaign demonstrated the power
of targeted, data-led media by focusing on a 12-week
Video on Demand (“VOD”) strategy aimed at “own-
label” oil shoppers aged 25–45.
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Modernising the core
Value, volume, and variety
Category volume increase
12%
Naked campaign annual reach
33m
We achieved:
•
Princes Jack Mackerel:
Cementing our leadership in the
mackerel category, we transitioned the range to
MSC
certification.
The new Jack Mackerel offers a lower-fat profile
and superior taste profile, meeting the modern consumer’s
health and sustainability criteria.
•
Crosse & Blackwell:
We expanded our flavour profile to align
with the UK’s “omnipresent” cuisines, launching
Mixed Bean
Chilli
(for sustained energy) and
Tomato & Red Pepper
to
offer a premium twist on the UK’s favourite soup flavour.
•
Naked “Ultimate” Range:
We moved the Naked brand
beyond its Asian roots into Italian and Mexican cuisines. The
“Ultimate” range features texture-toppers and sauce sachets
for personalisation, supported by a 360-degree campaign
reaching
33 million consumers annually.
Priority Vertical:
3
4
Princes, Crosse & Blackwell
and Naked:
We achieved:
•
The
“Crowd Pleaser”
: Recognising the needs of larger
households, we launched a family-sized can. With 50% of
standard 400g shoppers indicating an intent to trade up,
this SKU drives value and reduces household waste.
•
Small & Mighty Triple Pack:
Specifically designed for a
discrete shopper group that exclusively buys small cans,
providing better value and driving category revenue.
•
Pasta Range Expansion:
We successfully challenged the
category status quo with a three-SKU range (Spaghetti,
Loops, and Ravioli) covering
75% of the category’s core
volume.
Our promotional strategy is specifically designed
to disrupt “trade-down” behaviour by offering a premium
branded alternative at an accessible price point.
Priority Vertical:
3
Branston Beans:
Branston increased volume within the Beans and
Pasta category by 12% against the total category
decline of 4.2%.
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Our markets
and trends
Markets
We operate across a number of food and drink categories, segmented
into five broad business units which operate across different markets.
The Market
Our Foods business unit in the UK has an
addressable market of £12 billion, growing at
a CAGR of 3.4%. It covers a broad range of
ambient foods and meal solutions categories,
which are aligned with several key consumer
trends, providing healthy, convenient,
affordable food in sustainable packaging.
Our Position
In UK retail we own several brands across the
different subcategories who are positioned
number 1 or 2 by market share. We also
have a strong position in retail Customer
Own Brand (“COB”) as we are ranked either
number 1 or 2 in every key subcategory.
We also supply larger pack formats into
the foodservice channel and in some
subcategories we also operate as a
contract manufacturer (co-packer), which
are opportunities to bring in additional
revenue streams.
We are also present in the German, Italian
and French home baking and instant hot
snacks categories, primarily via our Minuto
brand as well as COB, where we see further
headroom for growth, such as expansion
into new categories.
The Market
Our Fish unit largely covers canned fish
and in the UK has an addressable market
of £584 million, growing at a CAGR of
0.6%. It is another market meeting trends
in convenience and health, particularly
the latter as it is a source of protein that
is nutrient-rich. We also have a branded
presence in Dutch and Austrian canned
fish markets.
Furthermore, our Fish unit includes a
chilled and frozen seafood division, which
imports and distributes frozen seafood to a
B2B customer base, which in turn sells the
finished products into retail, wholesale and
industrial channels.
Our Position
In UK retail, our Princes brand is number 2
in the total ambient fish retail market and
in 2025 we increased our market share.
We are also one of the leading retail COB
suppliers across all canned fish categories.
In addition to retail, we also supply larger
pack formats into foodservice and B2B
channels, where we see additional growth
opportunities from our strong sourcing
strategy and broader product offering,
including opportunities from our chilled
and frozen division, such as expanding
into additional species.
Outside of the UK we continued to
perform well in 2025, with Princes and
Statesman holding a combined 25% share
in the Netherlands and Vier Diamanten
holding a share of 42% in Austria.
The Market
In the UK our Italian Products unit covers
tomato-based products and dry pasta, an
aggregated addressable market of £657
million, growing at a CAGR of 5.3%, plus
additional products including olive oil and
pulses. Italian cuisine is one of the top
three international cuisines in the UK and
continues to see strong growth.
Outside of the UK, the business unit includes
a strong presence in the German dry pasta
market and in Italy we supply bakery
products and specialist products such
as free-from.
Our Position
Our Napolina brand is the leading Italian
Products brand in the UK, holding number 1
branded market share position in tomatoes,
pasta and pulses, plus number 2 position
in olive oil, and we see opportunities for
further growth, particularly via our exciting
innovation pipeline. We are also a leading
retail COB supplier across all Italian Product
categories, with ample opportunity for
growth, especially since the 2024 acquisition
and integration of Princes by NewPrinces
ensured we have a powerful Italian Products
manufacturing footprint.
Outside of the UK, in Germany our pasta
brands Delverde, Birkel and 3Glocken have
an aggregated market share of 16% and
we are active in COB. In Italy, our Delverde
brand is respectively the second and third
largest by market share in the crispbread and
rusk markets via two sub-brands, Crostino
Dorato and Granfetta, and we are again
active in COB, with opportunities to expand
in both countries.
Our business units
Fo
ods
Fish
Italian Produc
ts
UK Market value
£12bn
CAGR Growth
1
+3.4%
UK Market value
£584m
CAGR Growth
1
+0.6%
UK Market value
£657m
CAGR Growth
1
+5.3%
1.
CAGR data is 5 year data to May 2025.
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The Market
Our Drinks unit covers most soft drinks
categories in the UK, with a total
addressable market of £5.9 billion, growing
at a CAGR of 4.3%. However, we are
predominantly active in COB soft drinks,
which has a total addressable market of
£1.4 billion, growing at a CAGR of 4.5%.
Our Position
In a category where the branded arena is
dominated by large, multinational groups,
although we do own some brands playing
their own specific roles within different
categories, our main focus is as a trusted
manufacturing partner for retailers, which
sees us ranked number 1 or 2 in all key
soft drinks subcategories. In addition to
this, we are also a trusted manufacturing
partner on a co-pack basis to a number of
established branded operators.
The Market
Our Oils unit covers the edible oils market
and compound fats used in baking. In
the UK the addressable market is worth
£633 million, growing at a CAGR of 8.6%.
We are also present in the Polish market,
where we have a production site and the
Wielkopolski brand.
Our Position
We are the leading supplier of edible
oils in the UK retail market as we are the
largest COB supplier across seed, olive
and speciality oils and we are the largest
branded seed oil player by aggregated
market share (Crisp’n’Dry, Flora, Pura and
Mazola) with Napolina ranked number 2
in olive oil. We also own one of the leading
cooking oil and mayonnaise brands in
Poland in Wielkopolski.
In addition to retail, we also supply oils
into foodservice and B2B channels and
following recent investments this is an
area we see as a particular opportunity for
incremental growth, in addition to further
headroom in retail on both brand and COB.
1.
CAGR data is 5 year data to May 2025.
Drinks
Oils
UK Market value
£5.9bn
CAGR Growth
1
+4.3%
UK Market value
£633m
CAGR Growth
1
+8.6%
Spotlight
Co-Packing
As such, we work with several well-
known brands, including the likes of
Vimto and Cawston Press, and as we
continue to invest in our sites there will
be increased capacity and capability to
expand this part of our Drinks business.
Our three well-invested UK
soft drinks sites have extensive
capability and, allied to our
innovation and supply chain
expertise, ensure we are the
perfect partner for soft drinks
brand owners who are looking
for a manufacturing partner.
Links to Strategy pillars
Optim
ise
Grow
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Our markets
continued
trends
Key Consumer
We monitor key macro trends using data from agency partners who are established
industry experts and we adjust our product portfolio and strategy to align with the
key trends.
Trend
Our Progress
Price and Pres
sure
s
Consumers continue to be impacted by inflation and need to
manage their food expenditure accordingly.
•
Budget-conscious consumers are trading down into private label,
where we have a strong presence across all of our business units.
•
We have strengthened our relationships with the main players
in the discounter channel.
•
We have reinforced our Revenue Growth Management (“RGM”)
capability to fully optimise pricing and promotional strategies.
Health and Wel
lbeing
Consumers are increasingly aware of major health trends, such as
added protein and fibre, ultra processed foods (“UPFs”) and high
fat, salt or sugar (“HFSS”), and consciously seek out brands and
products that meet these needs.
•
UK HFSS legislation had a minimal impact on our business due
to the broadly healthy nature of our portfolio.
•
Our products meet a number of key health trends, e.g. in Foods
pulses are key sources of natural protein and fibre, and Fish is a
key protein that is also nutrient-rich.
•
Italian cuisine is recognised as a diet with strong health benefits
and we supply a full array of key ingredients.
•
Our Drinks unit constantly collaborates with customers on
reformulation to reduce sugar content.
Planet Action
Consumers insist on food suppliers meeting their expectations
on every aspect of sustainability.
•
In 2025 we achieved our target for 100% of our UK branded
tuna to be Marine Stewardship Council (“MSC”) certified.
•
We also moved our branded canned mackerel species to
Chilean Jack Mackerel, a 100% MSC certified source, at a time
when mackerel fishing in the traditional North Atlantic area is
increasingly threatened by overfishing.
•
In 2025 our near and long-term targets for Net Zero were
validated by the Science Based Targets Initiative.
•
We recently replaced shrink wrap with recyclable carboard
on Branston Baked Beans and Princes tuna multipacks.
Human Experience
(Indulgence and Convenience)
Consumers are value-conscious but also still want to selectively
treat themselves to more aspirational products made easy
for them.
•
We supply high-quality, premium ingredients for consumers
wanting to prepare restaurant-quality food at home.
•
We meet the convenience needs of consumers with easy-to-
prepare meal solutions for quick indulgence.
•
Our innovation programme in 2025 was tailored towards
premiumisation, with products such as Napolina Polpa
tomatoes and Naked Ultimate Ramen.
Some of these key macro trends include:
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The shift in retailers’
mindset
•
COB no longer seen as low-cost
alternatives
•
Evolution from private label to COB:
a premium innovation-led offer
•
Whilst price is still important,
retailers have now shifted their
focus on:
•
Product quality
•
Innovation
•
Service
1
Princes Group’s positioning
in the new approach
Ideally positioned to partners with
retailers given:
•
Extensive and high-quality
product portfolio
•
Proven innovation capabilities
•
Strong service levels
•
Competitive (but not low)
pricing model
2
Strategic
implication
•
Princes Group becoming a strong
strategic partner for leading retailers
•
Princes COB products outperforming
(in many cases) brands in both
quality and perception
3
COB (R)evolution
Spotlight
Customer Own Brand
(“COB”)
Retailers are increasingly focusing on
COB as a strategic imperative and a way
to differentiate from their competitors and
as a trusted supplier of COB products in
all categories, we often agree long-term,
strategic supply agreements with key
customers, supporting their individual
COB strategies.
In the UK, our strength in COB is borne
out by the fact that we are ranked either
number 1 or 2 across our five business units
in terms of volume supply to the UK COB
grocery retail market, with market share
above 50% in a number of key categories.
COB continues to grow across Europe,
both in absolute terms and as a share
of the total FMCG market. In key
European markets, COB’s share rose
from 39% to 42% in value terms and
from 47% to 50% in volume terms
in 2025, hitting the 50% volume
benchmark for the first time.
Links to Strategy pillars
Optim
ise
Grow
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Our business model
Large
infrastructure
and industrial
know-how
Strong and
long-standing
supply partnerships
Category captains
in customer own
label and branded
segments
O
N
E
–
S
T
O
P
–
S
H
O
P
O
N
E
–
S
T
O
P
–
S
H
O
P
Reliable supplier
of choice
Efficiently manage
production and deliveries
Monitor production needs
and quality standards
Active NPD pipeline
from extensive R&D
and production trials
Highly valued
by customers
Ability to scale into
new categories and
geographies
Key Capabilites
A Distinct Proposition
Princes is a pan-European Food & Beverage category captain with a structurally
advantaged operating model.
Operational Strengths
Our model is built upon three core
operational strengths that provide a
competitive moat:
•
Large Infrastructure and Industrial
Know-How:
We operate a vast
manufacturing footprint, including
23 production sites across six countries,
to deliver quality at significant scale.
•
Strong and Long-standing Supply
Partnerships:
Our vertical integration
and global sourcing networks (over
3,000 suppliers) ensure supply security
and consistency for our customers.
•
Category Captaincy:
We hold leading
positions across both branded and
customer own-label segments,
allowing us to influence and grow
entire categories.
Platform For Growth
The “One-Stop-Shop”
These capabilities allow us to offer a unique
value proposition to our retail, foodservice,
and B2B customers:
•
Reliable Supplier of Choice:
We are valued
for our ability to efficiently manage complex
production schedules and deliveries.
•
Rigorous Quality Standards:
We monitor
every stage of production to ensure safety,
innovation, and excellence.
•
Innovation:
Our active NPD pipeline,
supported by extensive R&D and production
trials, ensures our portfolio evolves with
consumer trends.
•
Scalability:
We have the ability to scale
our proven model into new categories
and geographies.
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Leading market
share positions
Long-term
multi-category
customer
relationships
Base for
further M&A
integration
Clear Outcomes
Delivering Long-Term Value
Our business model is engineered to
produce three main strategic outputs
for our stakeholders:
•
Leading Market Share Positions
in
core “store cupboard” essentials.
•
Long-Term Multi-Category
Relationships:
Deepening our
partnerships with global retailers
through a diversified product offering.
•
A Platform for Growth:
Providing a
robust base for further M&A integration
and organic expansion.
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Our strategy
our people, partners & planet
Making the righ
t choices for
Our strategy is designed to deliver sustainable, long-term growth as a leading European
food and beverage business. Following our successful listing on the London Stock
Exchange, our primary strategic focus is the acceleration of global scale through
selective and disciplined M&A. We are leveraging our IPO proceeds and robust net
cash position to target between £1 billion and £1.5 billion in revenue accretion by
acquiring complementary European businesses. This inorganic ambition is powered by
a structurally advantaged operating model that prioritises organic growth and cash
generation in the near term to fund our expansion and drive value for our shareholders.
Strategic Imperative:
Integrating & Leveraging Group Capabilities – Unlocking Our Competitive Edge
To expand the scale and reach of Princes Group through disciplined M&A, targeting complementary
European businesses that create synergies, extend our category positions and accelerate
long-term value creation.
2025 Progress
2026 Priorities
•
Continued evaluation of acquisition pipeline across priority European
F&B categories, with more than three key targets under live discussions
•
Delivered integration synergies ahead of schedule
•
Leveraged Group manufacturing and commercial capabilities to unlock
cross-market growth opportunities
•
Acquired significant real estate, including the Royal Liver Building and
Cross Green site (11% investment yield)
•
Identify new targets and progress M&A execution with existing
acquisition targets in complementary categories
•
Deepen cross-selling across all major markets to maximise utilisation
of Group assets
•
Further develop integration playbook to enhance synergy delivery
Grow
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Strategic Imperative:
Driving Commercial Value – Unlocking Our Competitive Edge
To grow market share through brand investment, product innovation and commercial excellence,
connecting with consumers across the categories where Princes Group has the right to lead.
2025 Progress
2026 Priorities
•
Advanced product innovation pipeline with new formats and
reformulations aligned to consumer trends
•
Strengthened retailer and B2B partnerships and in-store execution
across UK and key European markets
•
Invested in brand equity to drive consumer relevance and
category growth
•
Continue innovating across priority categories
•
Drive commercial value through improved pricing architecture
and promotional effectiveness
•
Expand brand presence in core and new markets
•
Strengthen branded product presence
Strategic Imperative:
Leveraging Our Industrial Know-How – Driving a Winning Culture
To maximise the efficiency and performance of our operations: structurally lowering costs,
improving service standards and building the culture and capabilities that underpin sustainable
competitive advantage.
2025 Progress
2026 Priorities
•
Stronger procurement approach and payment discipline have
delivered visible improvement in net working capital (£83.9 million
vs £155.9 million in 2024)
•
Generated £129m of underlying free cash flow, achieving 86%
FCF conversion
•
Delivered approximately £15 million synergies of the £30 million
identified
•
Continue to structurally lower costs across procurement, production
and logistics
•
Leverage flexible manufacturing footprint to improve responsiveness
and reduce waste
•
Drive further working capital improvements to enhance free cash flow
generation
Strategic Imperative:
Operating Sustainably & Ethically
To protect people and planet by embedding sustainability and ethical responsibility into
every aspect of how we operate – meeting the expectations of regulators, investors and
consumers while contributing to a better future.
2025 Progress
2026 Priorities
•
Advanced ESG reporting framework aligned to European regulatory
requirements
•
Attained 100% Marine Stewardship Council certified branded tuna
and moved supply to MSC Mackerel
•
Reinforced our commitment to be an inclusive employer of choice
by offering colleagues and candidates practical opportunities
(53 apprentices in fields including engineering, sales, finance and
data; two-year commercial graduate scheme with the 2023 cohort
all securing permanent roles; successful pilot of a 12-month, in-house
development programme called “Manufacturing Your Success”)
•
Fulfilled our wider community responsibilities by actively supporting
key partners and charities (achieved the GroceryAid Gold award for
the second consecutive year; continued to partner with the Diversity
and Inclusion in Grocery (“DIG”) partnership; partnered with One
Million Mentors to support students)
•
Reset and align environmental and social targets and policies across
enlarged Princes Group to encompass new entities
•
Improve ESG disclosures with ESRS and TCFD frameworks and further
embed actions and outputs into teams
•
Further embed food waste & disposal partner focus to reduce
operational costs and launch UK Charity Alliance Manufacturing project
•
Launch of an updated People Excellence Strategy 3.0 to encompass
the wider Princes Group
•
Launch an evolved and digital communication and learning platform
to better inform and connect with colleagues regardless of location or
role to ensure that colleagues can easily access the practical wellbeing
support available to them and their families
•
Expand our apprenticeship programme to include the launch of a new
AI apprenticeship
•
Continue to strengthen our position as an inclusive employer of choice
through targeted learning and development opportunities including
the Group-wide roll out of “Manufacturing Your Success”
•
Stay true to our wider community responsibilities with a retained focus
on key industry and charitable initiatives including GroceryAid and
One Million Mentors
Win
Optim
ise
Sustain
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Our strategy
continued
better future
Com
mitted
to a
At Princes, our commitment to sustainability is a fundamental driver of our long-term
value proposition. By aligning environmental stewardship with social responsibility,
we ensure our growth remains resilient, ethical, and positioned to meet the evolving
expectations of our global stakeholders.
Securing the future of our oceans
The longevity of our fish business is
inextricably linked to the health of global
marine ecosystems. In 2025, Princes Group
was honoured to be named the
MSC UK
Seafood Brand of the Year
for the second
consecutive year, a recognition of our
rigorous approach to responsible sourcing.
A landmark achievement this year
was reaching our target of
100% MSC
certification
for all Princes-branded tuna sold
in the UK and the Netherlands. This milestone
was delivered ahead of schedule in the Dutch
market, with strong support for the MSC
ecolabel by Dutch retailers and consumers.
Beyond tuna, we have taken proactive steps
to address the scientific evidence regarding
North-East Atlantic mackerel stocks. To
mitigate supply chain risk and protect
vulnerable resources, we successfully
transitioned to MSC-certified Jack Mackerel
from South America. Validated by extensive
consumer panels, this move ensures that
our sustainability pivots maintain the high
product quality and consumer trust that
define our brand. We continue to advocate
for industry-wide change through our active
membership in the North Atlantic Pelagic
Advocacy Group (“NAPA”).
Social sustainability:
investing in health and community
Our social purpose framework extends our
impact beyond the supply chain, focusing on
health, awareness, and the resilience of the
communities in which we operate.
In 2025, our leading Italian brand,
Napolina,
partnered with Asda to support
Breast Cancer
Awareness Month.
Through a limited-edition
pink rigatoni pack, we raised significant
visibility for the “Tickled Pink” campaign and
donated 10% of the purchase price per pack
to CoppaFeel! and Breast Cancer Now. This
initiative highlights how our brands can drive
tangible financial support for vital cancer
research and prevention.
This commitment to social value is further
mirrored within our own operations. Our
Liverpool headquarters, the Royal Liver
Building, hosted a dedicated
NHS blood
donation event.
The initiative mobilised our
workforce to secure 23 new donors and 26
appointments, a collective effort with the
potential to save or improve up to 78 lives.
These actions demonstrate how Princes
Group puts people at the centre of its
strategy, fostering a culture of solidarity
and local impact.
Investing in our heritage
To further strengthen our commitment
to our roots, in July 2025 we reached a
historic milestone with the acquisition of
our headquarters, the
Royal Liver Building
in Liverpool. By taking ownership of this
Grade I listed landmark, we have secured our
long-term presence in the city where Princes
was founded in 1880. This investment serves
as a clear signal of our confidence in the
UK economy and provides a permanent
“anchor” for our national manufacturing
network. Concurrently, we acquired the
Symington’s head office in Leeds, Cross
Green. Total investment for the two sites
amounted to
£82 million
. Noting, the Royal
Liver Building investment of £57 million
will generate annual
rental savings
of
£2.5 million
and an
investment yield of 11%
.
Real estate investments
£82m
Royal Liver Building Annual Yield
11%
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Spotlight
Pride in Princes: Honouring our Roots
UKM: championing British manufacturing
The UKM mark serves as a visible guarantee of the value
generated within our ten UK manufacturing sites. While we
maintain global supply chains to ensure year-round availability
and quality, the UKM label signifies the critical domestic
investment that underpins our operations:
•
Employment:
Our UK sites employ nearly 3,000 people,
providing stable, skilled roles within local communities.
•
Industrial scale:
The UKM logo is being integrated across
our diverse portfolio, including beverages, ready meals,
soups, and oils.
•
Economic contribution:
Princes Group contributes
significantly to the national economy, with an annual
spend of over
£590 million
with UK-based businesses.
•
Impact:
79% of consumers are more likely to purchase
a product when the UKM label is present, reinforcing our
position as a preferred partner for UK retailers.
Our research indicates that British provenance is a primary driver
of purchase intent, often carrying more weight with shoppers
than environmental messaging in isolation. By making our
UK-manufactured products immediately recognisable, we are
directly responding to this demand for transparency and local
economic support.
Links to Strategy pillars
Optim
ise
Grow
In 2025, we launched UKM – Proudly Made in the UK,
a strategic identity project designed to celebrate our
extensive British industrial footprint and deepen our
connection with the domestic consumer. More than just
a label, the UKM stamp represents our commitment to
national food security, regional employment, and the
resilience of the UK food sector.
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Financial KPIs
1
We monitor our growth and health
as a business, and our performance
against strategy, using the following
key performance indicators.
1.
KPI’s are based on pro forma measures
(refer to Alternative Performance Measures
(“APMs”) as defined on page 31).
Non-Financial KPIs
Key performance indicators
7.8%
6.0%
FY24
FY25
Adjusted EBITDA Margin
Why we measure it
Adjusted EBITDA margin measures our underlying operational
profitability, stripping out one-off and non-cash items. It is the
primary metric against which we assess margin improvement
progress.
Our progress
Margin expanded 181bps to 7.8% in 2025. Our medium-term
target is a 300bps expansion from FY 2024 levels, with a
long-term ambition of ~9% Adj. EBITDA margin.
7.8%
0.60p
0.13p
FY25
Earnings Per Share
Why we measure it
Earnings per share translates Group profitability into a per-share
metric, enabling shareholders to track the value being generated
on their investment over time.
Our progress
EPS increased to 60p from 13p, reflecting the material growth in net
profit. EPS will be a key metric going forward as we grow earnings
through both organic performance and value-accretive M&A.
0.60p
100%
75%
FY24
FY24
FY25
Why we measure it
To monitor progress against our voluntary sourcing commitments
and to provide transparent disclosure to customers and wider
seafood stakeholders.
Our performance
We are pleased to have achieved our 100% target by the end of
2025. We remain committed to maintaining this position through
responsible sourcing practices and ongoing engagement with
seafood industry bodies.
100%
Princes branded tuna
Sourced from MSC-certified fisheries
27
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£128m (86% FCF)
11.6%
£166m (136% FCF)
5.7%
FY24
FY24
FY25
FY25
Underlying Free Cash Flow/FCF Conversion
Return on Capital Employed
Why we measure it
Underlying free cash flow (FCF) measures the cash generated by
the business after operating costs, working capital movements,
tax, financing and underlying capital expenditure. FCF conversion
measures the proportion of Adjusted EBITDA converted into cash,
demonstrating the quality and sustainability of our earnings. Strong
FCF provides the financial flexibility to invest in growth, fund M&A
and reduce leverage.
Our progress
Underlying FCF of £128m was generated in FY 2025, reflecting
disciplined working capital management and operational cash
conversion. FCF conversion of 86% reflects the cash-generative nature
of the business after underlying capex of £42m (excluding £82m of
real estate investments). This provides the internal funding capacity to
pursue our M&A strategy without over-reliance on external debt.
Why we measure it
Return on Capital Employed (ROCE) measures how effectively we
generate operating profit from the capital deployed in the business,
including both equity and debt. It is a key indicator of capital
discipline and value creation, and reflects the productivity of
our asset base over the medium term.
Our progress
ROCE improved significantly from 5.7% in FY 2024 to 11.6% in
FY 2025, reflecting the step-change in operating profitability driven
by margin expansion and the benefit of our restructured cost base.
We expect continued improvement as margins expand towards our
medium-term targets and acquired businesses are integrated.
£128m
11.6%
Net debt/EBITDA
Gearing ratio
Why we measure it
Net debt/EBITDA is a key leverage ratio measuring the Group’s total
net debt relative to its earnings capacity. It is widely used by lenders,
investors and rating agencies to assess financial risk and balance
sheet sustainability, and reflects our ability to service and reduce
debt from operating cash flows.
Our progress
The Group moved to a net cash position in FY 2025, ending the year
with net cash of £394.6m (excl. IFRS 16), compared to net debt/
EBITDA of 0.11x in FY 2024. This provides significant firepower to
pursue our consolidation strategy in the fragmented European
F&B market.
Why we measure it
The gearing ratio measures the proportion of the Group’s capital
structure financed by debt relative to equity. It is an indicator of
financial leverage and balance sheet risk, used by investors and
lenders to assess the Group’s long-term financial resilience and
capacity to absorb downturns.
Our progress
The Group is ungeared as at FY 2025, with a net cash position
(excl. IFRS 16) compared to a gearing ratio of 0.06x in FY 2024.
The move from net debt to net cash reflects the transformational
improvement in the Group’s financial profile, providing substantial
headroom and strategic flexibility going forward.
Net cash
2025: (2.64x) 2024: 0.11x
Net cash
2025: (0.37x) 2024: 0.06x
(33.85)%
(28)%
FY24
FY25
Why we measure it
To track and report our emissions performance in line with
stakeholder expectations, including customers for whom our
operations form part of their broader carbon footprint, and to
align with the requirements of the Science Based Targets initiative.
Our performance
We have delivered a significant reduction versus our 2022 baseline,
driven primarily by the transition to 100% renewable electricity
across our UK operations (Scope 2), improved data accuracy, and
portfolio changes including the divestment of the Princes dairy
trading business (Scope 3).
Why we measure it
To track progress against our 2030 reduction target, support
transparent reporting to key stakeholders including major customers
and WRAP, and identify priority areas for improvement across our
manufacturing operations.
Our performance
Progress continued in 2025, although at a more moderate pace.
Reducing food waste remains a key priority given its impact
on emissions, operational efficiency and social responsibility,
and we remain focused on delivering against our 2030 target.
SBTi-validated
(30)% 2024 Vs 2022
> (30)%
over the past five years
Net zero targets
Food waste
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Chief Financial Officer’s statement
Fabio Fazzari
Chief Financial Officer
FY 2025 was a year of exceptional financial
delivery for Princes Group plc. The
combination of disciplined execution, a
deliberate shift in revenue mix, and the
successful completion of our initial public
offering has produced a step-change in
the Group’s profitability, balance sheet
strength and financial flexibility.
Revenue and profitability
On a pro forma basis, group revenue for
CY2025 was £1.92 billion, a decrease of 6.5%,
versus 2024 like for like. This reduction was
driven by two factors: our strategic decision
to exit low-margin contracts and the impact
of commodity price deflation across several
categories. Statutory reported revenues
totalled £1.87 billion of the £1.92 billion of
pro forma revenues.
Despite the reduction, within the portfolio
revenue growth has been achieved across
the B2B partnerships channel of 9%. Drinks
increased by 2%, reaching £306 million
due to new business contracts. Along with
Germany delivering 6% growth, resulting in
£123 million, due to increased pasta volumes.
The quality of our revenue improved
significantly. On a pro forma basis, gross
profit rose 15% to £388 million, with gross
profit % improving 374 basis points to
20.2%. The improvement is also reflected
in the statutory measures.
This reflects procurement efficiencies,
operational improvements, the elimination
of margin-dilutive contracts, and the delivery
of £15 million of integration synergies, which
represents half of the £30 million total
synergy programme identified at the time
of the acquisitions.
Gross margin expanded despite significant GBP
weakness in Q4, underscoring the strength
of our pricing discipline. The flow-through to
earnings was powerful: pro forma adjusted
EBITDA grew 22% to £150 million, EBITDA
margin expanded 181 basis points to 7.8%,
which is also reflected in statutory measures.
On a pro forma basis, operating profit before
tax increased more than fourfold to £75 million
on a pro forma basis, driven by the margin
expansion and a £14 million reduction in
depreciation and amortisation to £71 million,
reflecting optimisation of our asset base.
Non-recurring items fell 80% from £21 million
to just £4 million, underscoring the improving
quality and sustainability of our earnings.
Net interest income benefitted from the pre-
IPO capitalisation of the shareholder loan and
substantial cash reserves, Pro forma profit
after tax rose fivefold to £57.9 million, and
earnings per share grew to £0.60 from £0.13.
Notably, on a statutory basis, earnings per
share grew substantially to £0.37 from a loss
of £0.11 per share.
Group results
The table below presents the Group’s key performance indicators, showing consolidated
results for the 12 months to 31 December 2025 compared to the nine months to 31 December
2024, alongside unaudited pro forma results reflecting a 12-month like-for-like consolidation
of the IPO perimeter. The IPO perimeter includes business combinations for Symingtons, the
pasta, bakery products and special product categories from NewPrinces S.p.A, Princes France
S.A.S., and Newlat GmbH.
and financial delivery
Strong performance
A transformational year – pro forma
Adjusted EBITDA
1
up 22% to £150 million,
net income up fivefold, and a swing from
£417 million of net debt to £311 million of
net cash. The financial profile of our Group
has fundamentally changed.”
Fabio Fazzari
–
Chief Financial Officer
Results (£m)
Consolidated
year ended
December
2025
Consolidated
nine-month
period ended
December
2024
Unaudited
pro forma
year ended
December
2025
Unaudited
pro forma
year ended
December
2024
Revenue
1,872
1,275
1,919
2,053
EBITDA
144.0
56.9
145.5
101.5
Non-recurring items
4.0
8.1
4.0
20.8
Adjusted EBITDA
148.0
65.0
149.5
122.3
Profit / (Loss) after Taxation
37.1
(8.3)
57.9
9.3
Net Cash/(Debt) Position
(excluding IFRS 16 lease
liabilities)
394.6
(366)
394.6
(366)
Unaudited pro forma, refer to APMs definitions on page 31.
1
On an unaudited pro forma basis; refer to
APMs definitions on page 31.
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Segment profitability
Margin expansion was broad-based across the portfolio. Italian Products and Oils were the
standout performers, driven by higher olive oil volumes, improved distribution economics and
favourable product mix. Fish was the only segment to see a decline in EBITDA, reflecting lower
volumes in Europe and lower average selling prices in the UK, partially offset by production
efficiency gains. This remains an area of active management focus heading into FY 2026.
Unaudited pro forma results by segment
Working capital improvement
Net working capital improved materially,
falling to £83 million from £155 million.
The cash conversion cycle shortened
significantly, driven primarily by a significant
extension in Days Payable Outstanding.
Our strategic focus on supplier payment
terms has delivered substantial results, with
DPO rising from 36 days in March 2024 and
54 days at the end of December 2024 to
93 days by December 2025 – atrajectory
that has contributed meaningfully to cash
generation since the change of ownership.
Inventory management remains an area of
focus. Days Inventory Outstanding increased
from 82 to 95 days, reflecting the build-up of
strategic stock positions in certain categories
and the usual seasonal pick-up in December
for some business units. We are actively
working to optimise inventory levels and
expect improvement in FY 2026.
Segment
FY 2025
Adjusted EBITDA
YoY Growth
FY 2025 Margin
Margin Δ
Foods
£67m
+11%
10.5
+152
Drinks
£16m
+28%
5.1
+106
Fish
£15m
-14%
4.4
-17
Italian Products
£35m
+54%
10.1
+414
Oils
£11m
+50%
3.8
+152
Balance sheet
The Group’s balance sheet underwent a fundamental transformation. This is reflected in the
Group’s transition from net debt of £417 million in 2024 to net cash of £311 million in 2025.
Cash, cash equivalents and amounts held in cash pooling totalled £585 million at year end –
representing more than 60% of current market capitalisation – while total financial debt was
reduced by 59% to £266 million.
Total shareholder equity grew to £1.08 billion from £241 million, reflecting IPO proceeds and
retained earnings, and now stands slightly above market capitalisation. The equity ratio more
than doubled to 56%, and the debt-to-assets ratio fell from 53% to just 14%
The strength of the balance sheet is reinforced by recent real estate investments that have
bolstered our asset base, with property, plant and equipment increasing to £447 million
from £385 million. Our pro forma current ratio of 2.0x and pro forma quick ratio of 1.3x
provide comfortable liquidity headroom.
*
Refer to APM’s for pro forma Adj EBITDA definition.
Metric
Year ended December 2025
Year ended December 2024
Net Cash/(Debt) Position
£311m net cash
(£395 excl. IFRS 16)
(£417m) net debt
Equity Ratio
56.4%
19.2%
Debt-to-Assets
14%
53%
Current Ratio
2.0x
1.25x
Quick Ratio
1.34x
0.68x
NFP/Adj EBITDA*
2.1x (net cash)
(3.4x) (net debt)
30
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Chief Financial Officer’s statement
continued
Outlook and capital allocation
With net cash of £395 million
2
and
Adjusted EBITDA
3
of £150 million,
we have the financial firepower
to pursue our £1.0–1.5 billion
incremental revenue ambition while
maintaining disciplined returns.
We are pleased to be ahead of plan in
delivering our medium-term financial targets.
The underlying business trend is in line with
market expectations, with some portfolio
optimisation effects still impacting the top
line in H1 while profitability improvement
continues its expected trajectory. Despite the
current uncertainty related to macroeconomic
conditions, we remain aligned with market
expectations and confirm our medium-term
guidance: revenue to surpass £3 billion, an
EBITDA margin improvement of 300 basis
points from FY 2024, and an underlying FCF
conversion rate above 60%.
Our capital allocation priorities are clear:
continued investment in organic growth,
innovation and operational capability;
selective, value-accretive M&A that
leverages our integration expertise and
scalable platform; and third, maintaining
balance sheet discipline and strong
cash conversion to support sustainable
shareholder returns.
The financial platform we have built
positions us exceptionally well for the next
phase of growth. Looking ahead, our focus
remains on delivering sustainable margin
expansion, strong cash conversion and
disciplined capital deployment, in support
of our ambition to deliver £1.0–1.5 billion of
incremental revenue over the medium term.
1
Pro forma figures in line with IPO perimeter.
2
Excluding IFRS 16 lease liabilities.
3
Unaudited pro forma basis, excluding restructuring costs and impairment charges.
Cash flow generation
Cash flow generation was strong throughout the year, supported by the quality of earnings.
Pro forma underlying cash flow from operations reached £129 million, while underlying free
cash flow was £128 million, representing an underlying FCF conversion rate of 86%. Capital
expenditure was well controlled at approximately 2% of sales, in line with our expected
range, excluding £82 million of real estate investments.
Cash Flow Generation
FY 2025
(Unaudited
Pro Forma)
1
Unaudited
Proforma 2024
EBITDA Adjusted
149.5
122.3
IFRS 16 Leasing
(21.7)
(8.9)
Net Financial Items
6.6
–
Minorities
(1.4)
(0.8)
Tax
(4.0)
(3.4)
Underlying Cash Flow From Operations
129.0
109.20
Change in Net Working Capital
41
71.8
Underlying CAPEX (*)
(42.0)
(15)
Underlying FCF (Pro Forma)
128.0
166.00
Underlying FCF Conversion
0.86
1.36
(*) Underlying CAPEX excludes t£82 m of Real Estate Investments.
Pro Forma figures include Princes France, Newlat GmbH and Symington’s on a 12-month basis.
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Alternative Performance Measures
The Board uses Alternative Performance Measures (APMs) to provide additional context on the Group’s financial performance and health,
alongside IFRS measures. APMs are not a substitute for IFRS measures and, as they are not defined under IFRS, may not be directly comparable
to similar measures used by other companies. Where relevant, APMs are adjusted to improve comparability across reporting periods.
Unaudited Pro
forma Basis
Revenues
IFRS Revenues on a like-for-like basis covering the full 12-month period January–December. The prior year comparative
combines 9 months of IFRS revenues for the financial year ended December 2024 with the 3 months January–March 2024
reported in the financial year ended March 2024.
Refer to table 1 for reconciliation of business combinations brought into pro forma revenue for 2025 and 2024.
See table 1
EBITDA
IFRS Earnings before interest, tax, depreciation and amortisation, excluding non-controlling interest. See note 3 in the financial
statements.
See note 3 in the financial statements
Adjusted
EBITDA
EBITDA adjusted to exclude non-recurring items, i.e. unusual, infrequent, one-off transactions (e.g. asset disposal gains/losses,
litigation settlements, restructuring costs, impairment charges) that distort underlying operational performance.
See table 2
Unaudited Pro
forma Basis
EBITDA
EBITDA calculated on the same like-for-like 12-month basis as pro forma revenues (see above), including contributions from
acquired entities and related intercompany eliminations, compared on the same basis for the prior year.
See table 1
Unaudited
Pro forma
Basis Adjusted
EBITDA
Adjusted EBITDA calculated on the same like-for-like 12-month basis as pro forma revenues (see above), including non-recurring
item adjustments.
See table 1
Net Cash/
(Debt) Position
(excluding
IFRS 16)
Cash and cash equivalents (including cash pooling) less current and non-current borrowings. Excludes current and non-current
lease liabilities (IFRS 16).
See table 3
Unaudited
Pro forma
Underlying
Free Cashflow
Proforma EBITDA adjusted for changes in working capital, capex, lease liabilities, tax and financing cash flows. The “underlying”
measure excludes £82m of capital expenditure relating to real estate investments in 2025.
See the cashflow generation table in the CFO statement.
Unaudited Pro
forma EPS
Pro forma Profit for the year attributable to the owners of the company divided by the weighted average numbers of shares.
See table 1
Equity Ratio
Total equity divided by total assets.
See consolidated statement of financial position
Debt to Assets
Total liabilities divided by total assets.
See consolidated statement of financial position
Current Ratio
Current assets divided by current liabilities.
See consolidated statement of financial position
Quick Ratio
Cash, cash equilavents and trade receivables, divided by current liabilities.
See consolidated statement of financial position
Return on
Capital
Employed
Pro forma operating profit plus non-recurring items divided by total equity less net cash position.
Underlying
Cap-ex
Capital expenditure excluding real estate investments.
Unaudited
Pro forma Profit
for the year
IFRS Profit for the year calculated on the same like-for-like basis as Proforma revenues (see above), including contributions
from acquired entities and related intercompany eliminations, including elimination of interest relating to capitalised loans,
compared on the same basis as prior year.
See table 1
32
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Table 1
2025 Pro forma Reconcilation
(£’000)
For the year
ended
31 December
2025
1 January 2025
to 31 October 2025
Pro forma
profit & loss
statement for
the year ended
31 December
2025
Pro forma
profit & loss
statement for
the year ended
31 December
2024
Princes Group
plc (statutory)
Newlat GmbH
Princes France
S.A.S.
I/C elimination
Revenue from contracts with customers
1,871,531
76,413
13,426
(42,050)
1,919,319
2,053,539
Gross Profit
380,603
10,482
(2,949)
–
388,136
338,382
Operating Profit
76,027
2,075
(3,077)
75,025
17,411
Profit (loss) for the year
37,148
1,577
(2,063)
21,296
57,958
9,267
Profit/(loss) for the year attributable to:
Owners of the Company
35,706
1,577
(2,063)
21,296
56,517
11,127
Non-controlling interests
1,442
–
1,442
(1,860)
37,148
1,577
(2,063)
21,296
57,959
9,267
No of Shares
96,803,741
70,000,000
Earnings per share
0.37
0.60
0.13
EBITDA
144,016
3,983
(2,547)
145,452
101,528
EBITDA MARGIN
7.70%
5.21%
(18.97)%
7.58%
4.94%
Non Recurring items
3,973
20,725
Adjusted EBITDA
149,425
122,253
2024 Pro forma Reconcilation
Consolidated
income
statement for
the Company
Company
Reorganisation
Newlat
Deutschland
Symington’s
Princes France
Pasta Bakery
and Speciality
Division
Intercompany
eliminations
Pro forma
(£’000)
Nine months
ended
31 December
2024
Three months
ended
31 March 2024
Year ended
31 December
2024
Year ended
31 December
2024
Year ended
31 December
2024
Year ended
31 December
2024
Year ended
31 December
2024
Year ended
31 December
2024
Revenue from contracts
with customers
1,275,223
428,376
93,215
111,667
20,564
170,822
(46,328)
2,053,539
Gross Profit
217,601
72,996
10,672
14,986
(1,511)
23,590
48
338,382
Operating Profit
18,371
(1,505)
98
548
(1,762)
1,661
–
17,411
Profit/(loss) for
the year
(8,254)
(6,754)
187
(275)
(1,081)
703
24,741
9,267
EBITDA
77,566
23,962
–
101,528
EBITDA margin
4.55%
6.05%
4.94%
Non recurring Items
20,725
Adjusted EBITDA
122,253
Chief Financial Officer’s statement
continued
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Table 2
Non Recurring items
Results (£’000)
Consolidated
year ended
31 December
2025
Consolidated
nine-month
period ended
31 December
2024
Unaudited Proforma
year ended
31 December
2025
Unaudited Proforma
year ended
31 December
2024
Pension Administration Costs
1,234
700
1,234
1,000
Restructuring Costs
789
3,464
789
8,283
Production Disruption
1,050
2,564
1,050
3,496
Other
900
1,402
900
7,946
Total
3,973
8,130
3,973
20,725
Table 3
Net Cash Position
31 December 2025
£’000
31 December 2024
£’000
Cash
Consolidated statement of financial position
485,198
241,610
Derivative financial instruments
Note 25 Derivative Financial Instruments
4
1,302
Cash Pooling
Note 21 Trade and other Receivables
98,568
Amounts owed by joints operations
Note 36 Related Party Transactions
921
Non current borrowings
Consolidated statement of financial position
(110,666)
(349,654)
Lease Liabilties
Consolidated statement of financial position
(60,833)
(41,025)
Lease Liabilties
Consolidated statement of financial position
(22,755)
(10,110)
Current borrowings
Consolidated statement of financial position
(71,762)
(259,231)
I/C other Payables
Note 23 Trade and Other Payables
(7,618)
Net Cash/(Debt) Position
311,057
(417,108)
Less Lease liabilties
(83,588)
(51,135)
Net Cash/(Debt) Position
(exlcuding IFRS 16)
394,645
(365,973)
34
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Bringing ev
eryon
e together
At Princes, we fully acknowledge and embrace
our environmental and social responsibility.
In 2025, we continued to invest in energy-efficient technologies at our
manufacturing sites, made meaningful progress towards our sustainability
targets, and prepared for evolving regulatory requirements. Particular
highlights have been the validation of our net-zero targets by the Science
Based Targets Initiative – a significant step forward in our climate
commitment – and fulfilling a decade-long journey to 100% of our
Princes-branded tuna being certified by the Marine Stewardship Council.
People remain at the core of everything we do. Our own colleagues drive
our success with their dedication and shared commitment to excellence
while in our supply chains we remain committed to ethical practices by
conducting robust due diligence and collaborating with competitors,
customers, and NGOs to address specific supply chain challenges.
2025 marks a notable milestone for Princes following our acquisition
in 2024 by NewPrinces S.p.A. (formerly Newlat Food S.p.A.). This has
significantly changed our UK and European manufacturing footprint
and introduced a range of new colleagues, suppliers and supply
chains to Princes Group. We will be focussing in 2026 on a
coordinated and pragmatic approach to environmental
and social governance across our expanded business.”
David McDiarmid
Corporate Relations Director
to enjoy quality and
sustainable food
and drink
Overview
Our ESG strategy provides a framework
for navigating the environmental, social,
and governance challenges facing both
our industry and the wider global food
system. It guides day-to-day and long-term
decision-making, supporting meaningful
collaboration with suppliers, customers,
colleagues, communities and our other
stakeholders. Through this approach, we
address material issues across our supply
chain and owned operations, ensuring
our actions reflect our commitment to
responsible, sustainable, and ethical
business practices.
By integrating ESG considerations alongside
compliance, risk management, and
corporate governance, we strengthen our
ability to make responsible, evidence-based
decisions as part of everyday business. This
approach reinforces our commitment to
ethical conduct, operational resilience, and
long-term value creation for all stakeholders.
Our sustainability strategy is organised
around three core pillars – People, Planet, and
Products – which sit above a series of cross
functional workstreams reflecting the areas
where we can create the greatest positive
impact. The following sections outline our
progress and priorities within each pillar,
demonstrating how these commitments
translate into measurable action and
long-term value for our stakeholders.
David McDiarmid
Corporate Relations
Director
ESG report
35
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Governance
Princes has established a comprehensive governance framework integrating sustainability into its corporate strategy and decision-
making processes. This structure is intended to ensure the effective oversight and responsible management of sustainability-related
impacts, risks and opportunities.
Audit Committee
Statutory Board
of Directors
ESG People Excellence
ESG Human Rights
ESG Climate Change Scope 1 & 2
ESG Sustainable Supply Chains
ESG Food Waste
ESG Circular Economy
ESG Nutrition
ESG Steering Committee
•
Statutory Board Members
•
Operating Board Members
•
Princes Corporate Relations Director
•
NewPrinces Risk Management
& Sustainability Director
Progress against our targets
Objective
Progress
People
Retention of CIPS Corporate Ethics Mark and all colleagues in
procurement roles complete annual assessment
Confirmed 100% for 2025 and CIPS Ethics mark retained
People
Southern Italian tomato growers to hold Global Gap GRASP
accreditation
Confirmed 100% for 2025
Planet
Energy & Industry Greenhouse Gas emissions reduction by
50.4% by 2032 (base 2022)
On target: Scope 1 & 2 emissions decreased ~5% 2025 vs 2022
mainly thanks to renewable energy procurement and on-site
photovoltaic generation at UK sites
Planet
Scope 3 emissions – reduce 36.4% by 2032
On target: ~15% drop in Scope 3 emissions due to better data
accuracy, divestment of diary products from prior owners and
remarkable increase of waste diverted from disposal
Planet
Reduce operational food waste by 50% by 2030 (base 2018)
On target: 30.65% reduction achieved end 2025
Planet
100% Marine Stewardship Council certified branded tuna
Achieved: at end December all branded tuna had already converted
to MSC or was contracted with suppliers
Planet
100% Verified Deforestation and Conversion Free (“vDCF”)
soy by 2025
Target postponed to 2026: along with the rest of the UK Soy
Manifesto membership we cannot confirm the vDCF status of
the soy embedded in the animal proteins and dairy we source
Planet
Operational waste reduction of 30% by 2030 (base 2018)
Ahead of target: 33.85% achieved
Planet
Food redistribution – ensure all unsold food and drinks is donated
to charity
Ongoing: 178 tonnes donated to FareShare UK in 2025
Products
Average 40% recycled content of the plastic in our consumer
products by end 2025
Behind target: 30% achieved
Products
All products “widely recyclable” by end 2025
Near miss to target: 97.12% achieved with outstanding area
of non recyclable pouches used for cooking sauces
■
Statutory Board Oversight
■
ESG Workstream People
■
ESG Workstream Planet
■
ESG Workstream Product
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ESG
Workstream
Ambition
People Excellence
Create a culture where colleagues grow and perform
at their best
Human Rights
Improve the lives of workers in our supply chain
People
ESG report
continued
We recognise that modern slavery is pernicious. No sector is immune, and no organisation can afford complacency. We remain
committed to identifying, preventing, and addressing risks of modern slavery across our supply chains.
Audits are an important tool for understanding
supplier performance and risk. These are
supplemented with targeted actions with
suppliers or supply chains, identified either via
our own risk assessment or engagement with
customers or collaborative bodies such as the
Ethical Trading Initiative (“ETI”) or the Food
Network for Ethical Trade (“FNET”).
In 2025 we reviewed our requirements
of suppliers in light of changing customer
requirements and with a view to practically
rolling this out across the expanded Princes
Group in 2026. This includes greater clarification
on audit requirements for specific sub-groups of
suppliers including labour agencies and ‘Tier 2’
suppliers
2
in high-risk countries.
We also reviewed our own risk assessment
encompassing latest guidance from customers
and ethical bodies. Onto this we overlay our own
information of commercial spend and criticality
to Princes.
In 2025 we again published our annual map
of Tier 1 suppliers
1
on our website in line with
best practice as a member of the Ethical
Trading Initiative. This includes information on
site locations, workforce composition, gender
representation, and the presence of active trade
unions or worker committees. The latest version
published includes suppliers of Symington’s and
we intend that future versions be widened to
include suppliers to new entities and sites added
to Princes Group during 2025.
In 2025 we commenced work on updating
our approach to seafood vessels exploring
alternatives to audit such as worker voice
technology and grievance mechanisms.
While we are not complacent, we do note that
most reported incidents on board tuna vessels
are on Longline fleets and we do not permit
the use of longlining for our products nor the
practice of at-sea transhipment.
In our Italian tomato supply chain we once
again confirmed that 100% of the growers we
sourced from held Global Gap GRASP (Global
Risk Assessment in Social Practice). GRASP is
a voluntary, farm-level add-on module to the
Integrated Farm Assurance (“IFA”) standard
that assesses social practices, including labour
rights, worker health/safety, and child labour
protection.
For more information on our approach to human
rights and ethical trading see our most recent
Modern Slavery Statement available on the
Company’s website.
We are committed to building a culture where everyone feels they belong, where every colleague is valued, and where shared
success is driven by shared values. People Excellence is brought to life through six clear pillars: Our Values, Our Performance,
Our Health & Wellbeing, Our Rewards, Our Community, and Our Journey. Together, these pillars guide how we support,
develop, and engage our colleagues.
Learning & Development
While our digital learning platform continues to
play a central role in this journey we continue to
offer in-person learning opportunities. In 2025
over 2,000 colleagues participated in our Coffee
Bites sessions—30-minute live webinars covering
topics such as empathy, imposter syndrome, and
effective feedback. We also support colleagues in
gaining new professional qualifications through
our Graduate and Apprenticeship programmes
and continued the rollout of our Manufacturing
Your Success programme, aimed at developing
both existing and emerging people leaders
across all UK manufacturing sites.
Diversity, Equity & Inclusion (“DEI”)
Our Colleague Resource Groups (“CRGs”) meet
regularly to strengthen collaboration, increase
visibility, and share ideas and best practice
across the Group.
Our CRGs continue to drive meaningful change.
In 2025 our Social Mobility CRG has continued
to partner with One Million Mentors to provide
one-to-one mentoring to sixth-form students,
welcoming them to our head office to explore
career pathways, meet our recruitment team,
and learn more about how our business operates.
We also published our Gender Pay Gap, publicly
available on the Company’s website.
Colleague Health & Safety
Princes operates an integrated Environmental,
Health and Safety (“EHS”) policy and
management system which, across the Group’s
established perimeter, has historically ensured
a high level of consistency, including alignment
with ISO 45001 and ISO 14001 standards.
To strengthen awareness of key risk areas, we
launched new mandatory EHS compliance
training for UK colleagues in 2025. This
includes modules on manual handling,
hazardous substances, and the importance
of permit-to-work and lock-out procedures,
complementing our existing face-to-face
EHS programmes.
Approach & Performance –
People Excellence
Approach & Performance –
Human Rights
1
Direct vendors with whom the Group has a direct contractual relationship.
2
Indirect providers that supply goods or services to the Group’s Tier 1 vendors.
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Our Planet commitments currently focus on tackling climate change, sourcing sustainably and reducing waste and we
are active individually and collaboratively to reduce the environmental impact and support the long-term resilience of the
food system.
Scopes 1, 2 and 3
We were delighted that in 2025, our Science
Based Targets (“SBTs”) for Net Zero — aligned
to a 1.5°C pathway — were formally validated.
These targets set out clear near-term and
long-term commitments across emissions from
our factories and the energy we source (Scopes
1&2) and the wider external impacts of our raw
materials, transport, waste, business travel, and
other investments (Scope 3).
SBTs require that sites in scope use 100%
renewable energy which all of our UK sites
attained in 2022 and we will focus on outlying
sites across Europe and Mauritius to match
this benchmark.
Remeasurement during 2025 of our 2024
footprint showed the benefit of renewables
in Scope 2 emissions reduction, while
simultaneously our Scope 1 increased due
to higher fuel consumption across our global
manufacturing estate. Our Scope 3 emissions
have reduced through a combination of
enhancement of the calculation methodology
and also divestment of some high-intensity
dairy business.
Sustainable sourcing
A key focus in 2025 was preparing for EU
Deforestation Regulation (“EUDR”), both to
ensure regulatory compliance and to respond
to the expectations and requirements of
our customers. While last-minute changes
by the European Union have delayed the
implementation of the Regulation, the Group
is proceeding with its implementation.
We remain committed to using only sustainable
Palm Oil and 99.95% of our use was at the
higher ‘segregated’ level of RSPO standards.
Soy is widely used in livestock farming,
aquaculture, and meat-free protein production.
We are fully committed to sourcing verified
Deforestation and Conversion Free (“vDCF”)
soy, ensuring that our supply chains across all
Princes Group entities and supply chains do
not contribute to the loss of forests or natural
habitats. As a member of the UK Soy Manifesto
(“UKSM”) we calculate and publish our annual
footprint which is c.8,000 tonnes and all found
embedded in our supply chain via the animal
protein or dairy ingredients we source. Progress
on confirming vDCF has been halted across
the entire industry in 2024-2025 as key soy
traders have withdrawn from the Amazon Soy
Moratorium. We continue to use our voice
individually and via the UKSM for positive
progress on this global issue and will continue
to seek vDCF soy confirmation from suppliers.
Approach & Performance –
Planet
Planet
ESG
Workstream
Ambition
Climate Changes
Scopes 1 & 2
Minimise the environmental impact of Princes operations to protect
our planet for future generations
Sustainable
Supply Chains
(including Scope 3)
To protect our planet for future generations and transition to a net
zero business. Ensure all raw materials are sourced sustainably or
responsibly, in line with third-party verification where possible
Food Waste
Accelerate progress to tackle global food waste from farm to fork,
through commitment to the Champions 12.3 coalition
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ESG report
continued
Seafood
We require all tuna suppliers to follow
International Seafood Sustainability Foundation
(“ISSF”) conservation measures and would
never knowingly accept fish linked to illegal,
unreported, or unregulated (“IUU”) activity.
We view the Marine Stewardship Council
(“MSC”) ecolabel as the gold standard for wild
caught sustainable fishing, driving transparency,
protecting fish stocks and building consumer
trust. For this reason, we prioritise sourcing
from MSC-certified fisheries or from fisheries
engaged in credible Fishery Improvement
Projects (“FIPs”) that are actively working
towards certification.
2025 has been a momentous year for us on
wild caught seafood and in particular MSC
certified seafood.
Seafood collaboration
Through an extensive programme of
collaboration with organisations and
stakeholders across the global seafood industry,
Princes is actively advancing sustainability
initiatives and contributing to the long-term
protection of ocean ecosystems. These include
the International Seafood Sustainability
Foundation, Global Tuna Alliance and the
North Atlantic Pelagic Advisory Group.
Approach & Performance –
Planet
continued
Planet
MSC and seafood
Tuna
In 2025, Princes reached a significant milestone,
achieving 100% Marine Stewardship Council
certified status for all our branded tuna.
Over the last decade, many global Fishery
Improvement Projects (“FIPs”) have
successfully transitioned to MSC assessment
and then certification. We recognised in 2021
the important role Princes can play as a leading
seafood brand buying certified sustainable
seafood and set a 100% target.
Reflecting our continued progress and
leadership, Princes was honoured to be named
UK Seafood Brand of the Year at the MSC
Awards in both 2024 and 2025.
Mackerel
Princes sources mackerel from the North-
East Atlantic (“NEA”) fishery which has been
experiencing overfishing at levels that threaten
long-term stock health. To date, no political
agreement has been reached between key coastal
states on Total Allowable Catches (“TACs”).
In response, Princes announced in September
2025 a transition in branded sourcing to a new
species, MSC-certified Jack Mackerel, sourced
from a Chilean fishery, supporting more
sustainable supply while reducing pressure
on overfished NEA stocks.
Food waste
At Princes, reducing food waste is both a moral and environmental priority. We are committed to a
50% reduction in food waste by 2030, and our own site-level targets. We are proud to have achieved
a 30% reduction over the past six years 2019-2025 at Group level, driven by continuous improvement
across our operational estate.
FareShare remains a leading force in the UK’s fight against food poverty and waste. They are a significant
partner to the UK food industries. In 2025 our partnership with FareShare enabled the redistribution of
178 tonnes of food, supporting 3,059 charities across the UK. This contribution provided the equivalent
of 424,000 meals and prevented 229 tonnes of CO₂ from being wasted, amplifying both our social
impact and our environmental commitment.
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Our product strategy reflects our commitment to sustainability, quality and nutrition. By reducing the environmental impact
of our packaging, supporting circular economy principles and offering products that contribute to healthy diets, we aim to
meet consumer needs responsibly while responding to evolving regulatory and societal expectations.
Circular economy
The environmental impact of our packaging is
a critical consideration for Princes. We continue
to operate in line with four key principles:
reduce, remove, recycle and responsibly source.
Our ambition is for all product packaging to be
widely recyclable, to use minimal materials, to
include recycled content where possible, and to
be sustainably sourced, without compromising
food safety or product quality. We work closely
with customers and suppliers to remain at the
forefront of packaging innovation and, in 2025,
attended the Global Reuse Summit to explore
opportunities in reusable systems, an emerging
area of innovation that has the potential
to become a long-term game changer for
the industry.
Across our drinks and oils portfolio in 2025 we
used 30% recycled PET (“rPET”) in all bottles
regardless of brand, with our Napolina Olive Oil
bottles being made from 100% recycled plastic.
We also reduced the weight of 330ml
aluminium cans by 0.5g, delivering an annual
saving of 53.5 tonnes of aluminium. A new
Round End Tab opener launched in summer
2025 which will deliver a further saving of
6.7 tonnes of aluminium per year.
Within the UK, 97% of the products we placed
onto the market were ‘widely recyclable’
for consumers, but our outlying area – non-
recyclable pouches – continues to present
a significant challenge due to food safety
requirements and current technology
limitations. However, we remain committed
to working with supply partners and customers
to find a solution.
As part of an expanded Group, in 2026 we will
consider new targets for recycled content and
recyclability and publish these in due course.
Nutrition
Our historical core product categories, fish,
pulses, vegetables, pasta, fruit, and seed and
olive oils, are all cornerstones of a healthy
and balanced diet. While recent UK legislation
restricting the placement and promotion
of high fat, salt or sugar (“HFSS”) foods has
affected much of the UK food industry, the
vast majority of our portfolio was unaffected
reflecting the broadly healthy nature of
our products.
Within our soft drinks business, none of our
current branded drinks contain added sugar.
Any sugar comes exclusively from naturally
occurring sugars in fruit ingredients.
We are monitoring proposed changes by the UK
Government to the Nutrient Profiling Model,
which could classify pure fruit juice as HFSS due
to its (natural) sugar content. Pure fruit juice is
currently the largest single contributor to “one
of five a day” portions of fruit and vegetables
across all age groups in the UK and we are
therefore concerned at the potential impact
of government proposals.
While we support initiatives to address
overconsumption and recognise concerns
related to dental health, we consider it
important to reflect the wider nutritional
context of such products. Any changes to
classification may have implications for
consumer perception and public health
messaging, and we will continue to engage
constructively with stakeholders as the
proposals develop.
We recognise concerns regarding Ultra
Processed Foods (“UPF”) however, we believe
it is important to acknowledge that not all UPFs
are the same and that many can play a valuable
role in a balanced and nutritious diet. Products
such as baked beans, mackerel in sauce and
soups are classified as UPFs, yet they provide
important nutrients including protein, fibre
and Omega-3-rich oils. Labelling these foods
as unhealthy solely on the basis of their UPF
classification overlooks their nutritional value
and risks misleading consumers.
We believe a more effective approach is one
that considers a food’s overall nutritional
profile, rather than focusing exclusively on its
level of processing or number of ingredients.
We therefore advocate for a more nuanced
understanding of food processing and continue
to support product innovation that enhances
the nutritional quality of convenient and
accessible food options.
In 2026 we will conduct a nutritional review of
all our products in light of our enhanced Group
and consider appropriate nutritional targets
and actions. We will also be undertaking an
initial roll out of on-pack ‘traffic light’ nutrition
labelling for consumers on selected brands and
roll this out across our entire UK portfolio in
due course.
Approach & Performance –
Products
Products
ESG
Workstream
Ambition
Circular Economy
Accelerate progress towards a circular economy through packaging
change and innovation throughout our global supply chains
Nutrition
Champion affordable, nutritious products that help families to
maintain a balanced diet
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TCFD report
risks and opportunities
Climate-related
1. Introduction and scope
Climate change represents one of the most significant long-term challenges facing the global food value chain. The increasing frequency and
severity of physical climate impacts, combined with the accelerating transition towards a lower-carbon economy, are already affecting the
stability of agricultural systems, the availability and cost of key inputs, and the resilience of global supply chains.
As a food manufacturing Group with a value chain that predominantly begins in climate-dependent agricultural activities and extends through
energy-intensive processing, packaging, logistics and consumer use, Princes is exposed to both physical and transition climate-related risks – having
the potential to affect raw material availability and quality, operational continuity, input costs, regulatory compliance and market dynamics
1
.
Over the coming decades, societal and policy responses to climate change will play a critical role in determining the scale and distribution
of these impacts. Against a backdrop of a world already approaching 1.5°C above pre-industrial levels, Princes recognises the importance of
understanding how different climate scenarios could influence its business model, strategy and long-term resilience, while also identifying
opportunities to support the transition of the food system towards a more sustainable and resilient future.
In response to these considerations and recognising the importance of transparent and decision-useful climate-related disclosures, Princes
has prepared this Task Force on Climate-related Financial Disclosures (“TCFD
”
) report – by reference of the Annex on Implementing the
Recommendations of the TCFD, including the supplemental guidance for non-financial groups and, specifically, the Agriculture, Food,
and Forest products group – in line with the UK climate-related financial disclosure requirements applicable to UK-listed companies.
The report is intended to provide stakeholders with a clear overview of the Group’s governance, strategy, risk management approach,
and metrics and targets in relation to climate-related risks and opportunities.
We set out below our climate-related financial disclosures consistent with all of the TCFD recommendations and recommended disclosures.
By this we mean the four TCFD recommendations and the 11 recommended disclosures set out in Figure 4 of Section C of the report entitled
“Recommendations of the Task Force on Climate-related Financial Disclosures” published in June 2017 by the TCFD.
TCFD index
Governance
a.
Describe the Board’s oversight of climate-related risks and opportunities
41
b.
Describe management’s role in assessing and managing climate-related risks and opportunities
41
Strategy
a.
Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term
43
b.
Describe the impact of climate-related risks and opportunities on the organisation’s business, strategy and financial planning
43
Risk Management
a.
Describe the organisation’s processes for identifying and assessing climate-related risks
41
b.
Describe the organisation’s processes for managing climate-related risks
41
c.
Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management
41
Metrics and Targets
a.
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management
process
44
b.
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions, and the related risks
44
c.
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets
44
This statement primarily relates to the financial year ended 31 December 2025. Where relevant, information from the Princes Group Plc –
Annual Report 2025 (hereafter “AR25
”
) is explicitly referenced.
To assess climate-related risks and opportunities, Princes carried out an analysis on its most economically significant and potentially exposed
assets. The analysis began with a review of the most significant owned and leased assets, including manufacturing sites, warehouses, and
offices across seven international markets – UK, Italy, Poland, Germany, France, the Netherlands and Mauritius. In line with the description
of the Group’s value chain (please refer to page 20 of the AR25), the scope of the assessment was extended to relevant upstream and
downstream elements.
1.
The Guardian, Biodiversity collapse threatens UK security, intelligence chiefs warn, 2026.
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2. Governance
In response to the increasing significance of Environmental, Social and Governance (“ESG
”
) considerations, Princes has established a
comprehensive governance framework integrating sustainability into its corporate strategy and decision-making processes. This structure
is intended to ensure the effective oversight and responsible management of sustainability-related impacts, risks and opportunities
(please refer to page 50 of the AR25).
Body
Key responsibilities related to climate and ESG
Reporting frequency and interaction
Statutory Board
of Directors
Overall oversight of climate-related and broader ESG matters;
ultimate responsibility for risk management and consideration
and of climate-related impacts, risks and opportunities
in strategic decisions, major investments and significant
transactions.
Receives updates through the AC at least every six
months and as required.
Audit Committee
(“AC”)
Supports the Board in overseeing the internal control and
risk management system, with particular attention to ESG
and climate-related risks and regulatory compliance; reviews
sustainability and climate-related reporting; monitors the
effectiveness of policies, actions, metrics and objectives.
Receives reports at least every six months from the ESG
Steering Committee and other control functions; reports
regularly to the Board of Directors.
ESG Steering
Committee
Coordinates and monitors ESG activities across the
Group; assesses and monitors climate-related and broader
ESG impacts and risks; supports the development and
implementation of ESG and climate-related policies; oversees
sustainability reporting and data collection, including climate-
related disclosures.
Reports to the AC on a yearly basis and on an ad hoc basis
as required; within the risk management presentation,
ESG topics are also addressed.
ESG Workstreams
(led by senior
management and
owned by Operating
Board members)
Thematic workstreams covering People Excellence, Human
Rights, Climate Change (Scopes 1 and 2), Sustainable Supply
Chains (including Scope 3), Food Waste, Circular Economy
and Nutrition; led and deputised by senior management
subject-matter experts and owned by an Operating Board
member; responsible for monitoring performance against
targets, identifying emerging risks and opportunities, and
implementing agreed actions.
Provide periodic updates to the ESG Steering Committee,
aligned with planning and reporting cycles, with
escalation of material issues as required.
3. Risk Management
Princes has adopted an Enterprise Risk Management (“ERM
”
) framework to safeguard its assets, finances and reputation, while enabling the
Group to balance risk and opportunity in an evolving business landscape. Supported by robust internal controls and a strong culture of risk
awareness, risk management is integral to achieving Princes’ strategic objectives and delivering long-term sustainable value (please refer to
page 20 of the AR25).
Princes took into account the assessments methodology and analyses carried out at wider Group level, including NewPrinces Group as the
major shareholder when performing its climate risk assessment. In particular, the ESRS Double Materiality Assessment and the Enterprise Risk
Management (“ERM
”
) processes developed by the Parent Company were considered, ensuring that these documents are closely interconnected
and developed through an integrated approach. Together, they ensure consistency, alignment and cross-referencing, providing a coherent view
of the Group’s risk profile, material impacts and financial exposures. This integrated framework enables consistent quantification, prioritisation
and management of climate-related risks alongside other strategic, operational and financial risks.
Continuous alignment between these processes is maintained over time, including in the context of the Group’s ongoing acquisitions.
This ensures that climate-related risks and NewPrinces Group’s ESRS
2
Impact, Risk and Opportunities (“IROs
”
) associated with newly acquired
companies are appropriately reflected within the ERM framework and related assessments, and that the scope of analysis remains consistent with
the evolving perimeter of the Group’s business metrics, supporting the identification and prioritisation of appropriate risk management measures.
2
The ESRS (European Sustainability Reporting Standards) are European standards adopted by the European Commission that define the content and structure of
sustainability reporting under the Corporate Sustainability Reporting Directive (CSRD), ensuring transparency, comparability and reliability of ESG information.
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TCFD report
continued
Process and methodology
Climate-related risks and opportunities are identified and assessed through a structured process involving relevant business functions and ESG
governance bodies, as described in the Governance section. The assessment considers both physical and transition climate-related risks and
opportunities, reflecting the Group’s exposure across its operations and value chain.
Risks classification
Physical risks
Those associated with the impact from climate change, arising from extreme events or progressive phenomena. These risks
may have economic and financial implications for companies (e.g. direct damage to assets), leading to increasing costs as the
frequency and severity of such events increase. They can be either acute (event-driven, including increased severity of extreme
weather events) or chronic (longer-term shifts in climate patterns).
Transition risks
and opportunities
Those associated with the transition to a lower-carbon economy, which may entail extensive policy, legal, technology, and
market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed,
and focus of these changes, transition risks may pose varying levels of financial and reputational risk to organisations.
The assessment was informed by a range of climate scenarios reflecting different potential pathways. Physical risk scenarios are based on
Representative Concentration Pathways (“RCPs
”
), while transition ones draw on International Energy Agency (“IEA
”
) pathways. These scenarios
support a forward-looking, qualitative assessment of potential impacts across the Group’s operations and value chain under different plausible
future conditions, rather than serving as precise quantitative forecasts.
Each risk was mapped for at least two climate scenarios and then assessed. As a result, a single risk may have different scores depending on the
scenario considered. Concerning transition risk and opportunities, the high-carbon (business-as-usual) assumes no stringent decarbonisation
policies, hence entails limited transition-related impacts for the purposes of this assessment.
Climate scenarios for physical risks
Climate scenarios for transition risks and opportunities
RCP 2.6 (Aggressive mitigation)
Low Carbon (<2°C)
RCP 4.5 (Strong mitigation)
Disorderly transition (2°C)
RCP 8.5 (Business as usual)
The identified climate-related risks and opportunities were assessed using the Group’s established ERM risk assessment methodology and scale,
considering both the severity and likelihood of occurrence. The time horizons over which impacts may materialise – short, medium and long
term – are aligned with those defined by ESRS 1, “General requirements”
3
. To determine which climate-related risks and opportunities could
have a material financial impact on the Group, Princes applies a structured quantitative assessment that evaluated each item across three key
dimensions: the magnitude of potential financial impact (severity), the likelihood of occurrence (probability), and the expected duration of the
impact over time. These dimensions were combined to generate an overall risk score, enabling the classification of climate-related risks into
three categories – low, medium or high – as well as their consistent comparison and prioritisation across the business.
Given the nature of the Princes’ value chain and its reliance on climate-dependent raw materials, the assessment also considered upstream
physical climate risks. The analysis focused on key macro-categories of purchased materials and prioritised those with the greatest economic
relevance, namely crops, fish and meat, for which the main relevant physical climate risks were identified. Packaging, while representing
a significant purchased category in absolute terms, was excluded from the analysis as it was assessed to be marginal in terms of exposure
to physical climate risks. The countries of origin associated with the selected categories were then analysed. As sourcing spans multiple
geographies and, given the current level of data granularity, a fully detailed alignment between purchasing locations and production areas is
not always feasible. Therefore, for this year, the assessment adopted a global-level analysis of the main physical climate risks affecting these
supply categories under different climate scenarios. Further refinement of the geographic alignment has been identified by Princes as an area
for methodological improvement in the coming years, as data availability continues to evolve.
Furthermore, the climate risk assessment is based on a combination of internal data, external data sources and management judgement. Key
assumptions relate to future climate outcomes, regulatory developments, market conditions and the availability and effectiveness of mitigation
and adaptation measures. Given the inherent uncertainty associated with climate change and long-term scenario analysis, data availability,
scenario uncertainty, and the evolving nature of climate science represent inherent limitations of the analysis. Insights from the scenario
analysis are used to assess the resilience of the Group’s strategy under different climate-related pathways and to inform risk management
actions, strategic planning and decision-making.
3
The time horizons considered in the report have been defined in compliance with ESRS 1, 6.4, par. 77. Specifically, the short term corresponds to the reporting
period in question, whereas medium and long-term time horizons are considered respectively between >1 and <5 years and >5 years from reporting year.
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4. Strategy
Princes Group recognises that climate change poses both risks and opportunities that may materially influence its strategic priorities, operating
model, and financial planning. In this context, the Group’s strategy aims at delivering sustainable long-term value creation by embedding ESG
considerations into strategic decision-making, combining it with organic growth, selective value-accretive acquisitions and the continued
activation of operational and commercial synergies.
Climate-related issues are progressively considered within the Group’s strategic and financial planning through the sustainability agenda and
existing governance and risk management frameworks. The Group is currently in a phase of integration, with climate-related strategies and plans
– beyond the Net Zero ambition – under development; therefore, the interaction with financial planning is not yet fully embedded in a holistic
and quantitative manner. As of today, climate-related risks and opportunities were assessed across short-, medium- and long-term horizons and
prioritised based on their potential financial impact, likelihood and duration. At this stage, impacts on Princes’ financial performance and financial
position were assessed, informed by cross-functional inputs across the Group, including expertise from Finance, Procurement, Logistics and
Operations, and considering potential effects on revenues, CapEx and OpEx. Climate-related scenario analysis has been conducted to support risk
identification and strategic awareness, while its use to directly inform detailed financial planning remains under development.
2025 Results
In 2025, Princes conducted an analysis to identify the main physical and transition climate-related risks affecting the Group. The key results
of the scenario analyses are presented below.
Changing temperature,
variability and heat stress
Heatwave and heat stress
Sea level rise
Scenario
RCP 8.5
RCP 4.5
RCP 8.5
RCP 8.5
Time horizon
Long and medium term
Long term
Long term
Impact on the Group
These physical risks affect all Princes’
upstream operations, particularly those
related to crop, fish, and animal-based
products. Long-term increases in
average temperatures and greater
temperature variability are expected
to alter crop growth conditions and
productivity, disrupt fish distribution
and availability due to ocean warming,
and increase temperature-driven
impacts on livestock productivity
and feed systems across key sourcing
regions. As a result, Princes may face
higher costs and increased volatility
in raw-material procurement, reduced
availability of commercially relevant
fish species, and greater supply and cost
variability for animal products driven by
impacts on livestock health, productivity,
and feed availability.
These physical risks affect the entire
value chain, as higher average
temperatures increase cooling and
refrigeration requirements across
facilities, logistics, and distribution,
creating sustained pressure on energy
consumption and operating costs.
Rising temperatures may also stress
cold-chain systems, increasing the risk
of operational disruption, product
spoilage, and logistics delays. As a
result, Princes may face higher capital
investment and maintenance costs for
adaptation measures.
This physical risk affects Princes’
manufacturing and warehouse
operations, with assets located in
Mauritius and the UK exposed to
sea-level rise. Projections indicate sea-
level rise above the global average in
some regions, amplifying storm-surge
flooding and chronic coastal inundation,
alongside increasing tidal impacts,
coastal flooding, and erosion affecting
low-lying sites. As a result, Princes may
face higher asset-related and insurance
costs, as well as increased capital
expenditure for coastal protection
measures, including the elevation,
reinforcement, or potential relocation
of critical assets due to the long-term
degradation of perimeter structures.
Coastal erosion
Precipitation and hydrological variability
Soil degradation and erosion
Scenario
RCP 8.5
RCP 8.5
RCP 8.5
Time horizon
Long term
Long term
Long term
Impact on the Group
This physical risk affects Princes’ own
manufacturing operations in Mauritius,
where stronger wave action, sea-level
rise, and storm-surge events increase
coastal erosion and threaten perimeter
areas, access roads, and external logistics
zones. As a result, Princes may face
higher operating costs, including asset
damage and insurance premiums, as
well as increased capital expenditure
for shoreline protection, reinforcement
works, seawalls, and land-stabilisation
measures.
This physical risk affects Princes’ own
operations, as high-emissions scenarios
indicate a very likely increase in heavy
precipitation, intensified hydrological
cycles, and more pronounced drought–
flood oscillations across most inhabited
regions. Increasing variability in rainfall
patterns and water availability may lead
to higher operational costs driven by
unstable hydrological conditions.
These physical risks affect Princes’
upstream operations, particularly those
related to crop- and animal-based
products. More frequent droughts,
extreme rainfall, and increasing climate
variability accelerate soil erosion and
long-term land degradation, reducing
crop yields, pasture quality, and feed crop
productivity. As a result, Princes may
face increased input costs and supply
disruptions driven by reduced availability
and higher prices of agricultural raw
materials and animal products across its
upstream supply chain.
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TCFD report
continued
Drought, wildfire, heatwave and water stress
Market
Policy and legal
Scenario
RCP 8.5
Low Carbon (<2°C)
Low Carbon (<2°C
Time horizon
Long term
Medium term
Medium term
Impact on the Group
These physical risks affect Princes’
upstream crop supply chain, as rising
temperatures and altered precipitation
patterns increase the frequency
and severity of droughts and create
conditions that heighten wildfire
risk. These impacts may reduce the
availability of key raw materials, such as
tomatoes, vegetables, and fruit-based
ingredients, leading to higher supply
costs and procurement volatility driven
by prolonged rainfall shortages and
wildfire-related disruptions.
This transition risk arises from shifting
consumer preferences towards
food products aligned with health,
convenience, and sustainability, with a
large majority of consumers expressing
concern about pesticide use and the
carbon footprint of food. Failure to meet
evolving expectations from retailers
and end-consumers for products
demonstrating a lower or positive
environmental impact may result in
revenue pressure and loss of market
share for Princes.
This transition risk arises from
increasingly stringent ESG and climate-
related disclosure requirements in the
EU and the UK, including mandatory
sustainability reporting aligned with
ESRS and climate-related financial
disclosures aligned with the TCFD
framework. Meeting these obligations
may require additional investment in
systems, data management, and internal
processes, resulting in higher compliance
and reporting costs, including those
related to emissions reporting.
Technology
Reputation
Scenario
Low Carbon (<2°C)
Low Carbon (<2°C)
Time horizon
Medium term
Medium term
Impact on the Group
Some Princes Group brands rely on cold-chain systems for
the storage and transport of specific products (e.g. fish and
dairy). Compliance with evolving climate-related regulations
and the transition to lower-emissions technologies – such as
the adoption of lower-GWP refrigerants and improvements in
cold-chain energy efficiency – may require additional capital
investments and lead to increased operating costs.
Reputational impact may arise from non-compliance with
environmental legal requirements within the supply chain
(e.g. overfishing or unsustainable farming practices). Princes
is exposed to reputational and commercial risks if such
requirements are not adequately met across its operation and
supply chain, potentially leading to negative reactions not
only from consumers but also from customers, investors,
and other stakeholders.
In addition to the actions described in other sections of the report (please refer to page 34 of the AR25) potential mitigation actions identified
for the near term include further integrating upstream physical climate risk assessments into procurement decision-making to identify supply
chain vulnerabilities, assess alternative sourcing options and balance the cost/benefit trade-offs of supply diversification; strengthening
engagement with key suppliers to support the adoption of climate-resilient production practices; and enhancing monitoring and early-warning
mechanisms to anticipate and manage climate-related supply disruptions.
5. Metrics and Targets
Princes uses a range of climate-related and sustainability metrics and targets to monitor its exposure to climate-related risks and opportunities,
track performance over time and support strategic decision-making. Metrics and targets, aligned with the Group’s strategic objectives, are
monitored on an annual basis and contribute to improving resource efficiency, supply chain resilience and emissions reduction over time
(please refer to page 35 of the AR25).
In 2024, Princes’ Science Based Targets aligned with a 1.5°C Net Zero pathway were validated, establishing both near-term and long-term
targets. These targets cover emissions from own operations and the energy purchased (Scopes 1 and 2), as well as emissions arising from
broader value-chain activities (Scope 3), including raw materials, transportation and waste.
Target
Metric
2022
(baseline)
2025
performance
Scope 1: -50.4% by 2032, -90% by 2050
Absolute GHG emissions (tCO₂e)
66,460
65,044
Scope 2: -50.4% by 2032, -90% by 2050
Absolute GHG emissions (tCO₂e)
41,672
42,643
Scope 3: -50.4% by 2032, -90% by 2050
Absolute GHG emissions (tCO₂e)
2,630,000
2,247,697
Renewable electricity for operations: 100% by 2030
Share of electricity sourced from renewable sources
40%
65.50%
Annual climate risk assessment and update
Completion of annual climate risk review
–
Completed
2025 Results
continued
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The table below summarises the Princes’s greenhouse gas emissions across Scopes 1, 2 and 3 for the reporting period, calculated in accordance
with the GHG Protocol and used to support monitoring performance and progress against the Group’s climate-related targets.
Emission Scope (tCO
2
eq)
2025
Scope 1
102,570.00
Scope 2 location-based
52,366.00
Scope 2 market-based
35,432.00
Scope 3
2,973,153.43
Category 1 – Purchased goods and services
2,785,615.20
Category 2 – Capital goods
10,168.16
Category 3 – Fuel- and energy-related activities
35,547.43
Category 4 – Upstream transportation and distribution
69,339.99
Category 5 – Waste generated in operations
792.70
Category 6 – Business travel
1,353.67
Category 7 – Employee commuting
6,713.05
Category 8 – Upstream leased assets
–
Category 9 – Downstream transportation and distribution
33,718.83
Category 10 – Processing of sold products
27,713.88
Category 11 – Use of sold products
–
Category 12 – End-of-life treatment of sold products
1,765.00
Category 13 – Downstream leased assets
425.51
Category 14 – Franchises
–
Category 15 – Investments
–
Total emissions (location-based)
3,128,089.43
Total emissions (market-based)
3,111,155.43
SECR – Streamlined Energy and Carbon Reporting
In this section, we provide an overview of FY 2025 and FY 2024 energy consumption, emissions, energy efficiency measures, and overall energy
performance in alignment with SECR guidelines. We outline key metrics in accordance with the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018.
SECR disclosure has been limited to the financial year 2025, in light of the significant changes which occurred to the Princes Group perimeter
during the year and its listing on the London Stock Exchange, which affect the comparability of data across reporting periods.
Current reporting year 2025
UK
Global
(offshore UK)
Emissions from activities for which the Company owns or controls including combustion
of fuel & operation of facilities (Scope 1 – tCO
2
e)
40,805.48
61,764.50
Emissions from purchase of electricity, heat, steam and cooling purchased for own use
(Scope 2, location-based – tCO
2
e)
25,605.15
26,760.94
Total gross Scope 1 & Scope 2 emissions (tCO
2
e)
66,410.63
88,525.44
Energy consumption used to calculate above emissions (kWh)
298,515.76
390,114.18
Intensity ratio (gross tCO
2
e Scope 1 + 2) / revenue in £’000
1.67*
Emissions from purchase of electricity, heat, steam and cooling purchased for own use
(Scope 2, market-based – tCO
2
e)
800.11
34,631.72
Total Scope 1 & Scope 2 emissions – market-based (tCO
2
e)
41,605.59
96,396.22
*
Statistic is consolidated across UK and Global.
Princes Group PLC operates as a food and drink manufacturing company with operations encompassing multiple sites across the United Kingdom,
Mauritius, Italy, Germany, Poland and France. Our emissions data includes all locations where we maintain operational control, including
manufacturing sites, distribution hubs, and corporate offices. Gas and electricity usage, prepared by Princes, has been collected using data from third-
party meter readings, while business mileage data has been collected from Princes’ employee expense system. Usage volumes have been calculated
through the UK Government’s greenhouse gas reporting conversion factors. Energy use is presented in Gross Calorific Value kWh (“kWh
”
) and
emissions are presented in Tonnes of CO
2
equivalent (“tCO
2
e
”
).
During FY 2025, our Operational Excellence environmental programme advanced a structured pipeline of initiatives aimed at reducing
energy use, cutting waste, and improving resource efficiency across multiple sites. Priority actions included waste reduction and process
optimisation (e.g., yield and variance improvements, stock-loss prevention), utilities efficiency (targeted reductions in electricity, gas and
water consumption, including recovery and reuse projects), and renewable/low-carbon measures such as solar panel installations and biogas
utilisation/heat recovery. Looking ahead, the programme continues with further site-based initiatives spanning energy demand reduction,
utilities optimisation, and packaging/material changes designed to lower lifecycle impacts. Progress will be tracked through operational KPIs
(e.g., energy and water consumption trends, project completion status, and performance against baselines) and will support SECR reporting
by linking delivered initiatives to changes in total energy consumption (kWh) and associated GHG emissions (tCO₂e).
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Non-financial and sustainability information statement
The table below is intended to set out where stakeholders can find information on key areas in accordance with the Non-Financial and
Sustainability Reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement as per
Companies Act 2006 414CA and 414CB
Section
Page reference
Relevant policies
Planet
1(a) environmental matters (including the impact
of the company’s business on the environment)
Planet
35, 37-38
•
Environmental, Health & Safety Policy
•
Sustainability Policy
•
Deforestation Policy
People
1(b) the company’s employees
People
36
•
Environmental, Health & Safety Policy
•
Sustainability Policy
•
Ethical Trade Policy
•
Modern Slavery Statement
•
Migrant & Contract Worker Policy
•
Code of Conduct
1(c) social matters
People
34, 36
1(d) respect for human rights
People
36
Anti-bribery and corruption
1(e) anti-corruption and anti-bribery matters
Corporate Governance Report
58
Anti Bribery Policy
Business model
2(a) a brief description of the company’s business
model
Our business model
20-21
Risk management
2(d) a description of the principal risks relating
to the matters mentioned in subsection
•
Our Approach to Risk
Management
•
Viability Statement
50-57
Risk Management Policy
Non-financial performance
2(e) a description of the non-financial key
performance indicators relevant to the
company’s business
•
Key performance indicators
•
ESG report
•
TCFD report
•
SECR
26-27
35
44-45
45
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Reporting requirement as per
Companies Act 2006 414CA and 414CB
Section
Page reference
Relevant policies
Climate-related financial disclosures as required by sections 414CA and 414CB of the Companies Act 2006
(a) description of the company’s governance
arrangements in relation to assessing and
managing climate-related risks and opportunities;
•
ESG report
•
TCFD report
35
41
See above under Environmental matters
(b) a description of how the company identifies,
assesses, and Manages climate-related risks
and opportunities;
41
50, 55
(c) a description of how processes for identifying,
assessing, and managing climate-related risks
are integrated into the company’s overall risk
management process;
41-43
50-51, 55
(d) a description of — (i) the principal climate-related
risks and opportunities arising in connection with the
company’s operations, and
43-44
(d) a description of — (ii) the time periods by
reference to which those risks and opportunities
are assessed;
42-44
(e) a description of the actual and potential
impacts of the principal climate-related risks and
opportunities on the company’s business model
and strategy;
43-44
(f) an analysis of the resilience of the company’s
business model and strategy, taking into
consideration different climate-related scenarios;
43-44
(g) a description of the targets used by the company
to manage climate-related risks and to realise
climate-related opportunities and of performance
against those targets; and
35
44
(h) a description of the key performance indicators
used to assess progress against targets used to
manage climate-related risks and realise climate-
related opportunities and of the calculations on
which those key performance indicators are based
44-45
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Section 172 statement
Enga
gin
g
In accordance with the requirements of Section 172(1) of the Companies Act 2006 (the “Act
”
), a director of a company must act in a way they
consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so,
have regard, amongst other matters to:
(a) the likely consequences of any decisions in the long term;
(b) the interests of the Company’s employees;
(c)
the need to foster the Company’s business relationships with suppliers, customers and others;
(d)
the impact of the Company’s operations on the community and the environment;
(e)
the reputation for a high standard of business conduct; and
(f) the need to act fairly as between members of the Company.
This Statement sets out how the Directors have had regard to those factors during the financial year ended 31 December 2025.
On these pages, we identify our key stakeholder groups and describe how their interests and concerns are considered by the Board.
The information spans FY 2025 and therefore covers most of the year that was overseen by the pre-IPO Directors as well as the Board
of the Company from November 2025.
The Board considers the Group’s key stakeholders to be:
Why do they matter?
How do we benefit them?
What matters to them?
How do we engage with them?
Our
shareholders
Having successfully
transitioned to public
ownership in November
2025, engaging with
shareholders will be
an important and
ongoing process.
We aim to provide long-term
capital growth by growing our
revenue and market share.
•
Financial
performance
•
Long-term value
•
Governance and
adherence to the
UK Corporate
Governance Code
•
The Investor Relations Director
is responsible for overall investor
engagement and will ensure that the
Board is aware of investor views.
•
Regular in-depth feedback on
investors is provided by the Company’s
corporate brokers.
•
Investor roadshows will be held
following the interim and full-year
financial results.
•
The Annual General Meeting will be
an opportunity for investors to ask
questions of the Board.
Our people
The Group’s culture has
evolved in recent years
in line with the ambition
to be an “Employer
of Choice”.
The Group was recognised
as one of the best
employers in the UK and
Europe in 2025 in the Food,
Drink, Alcohol & Tobacco
sectors (Financial Times,
Best Employers 2025).
Through the development
and implementation of the
Group’s People Excellence
Strategy, the business
has created a compelling
colleague value proposition
that has enabled colleague
retention and candidate
attraction to the business.
The Group had an employee
retention rate of 80% as
of 2024.
•
Inclusivity
•
Trust
•
Empowerment
•
Community
•
The Group is a member of various
diversity and inclusion organisations,
including One Million Mentors, Hidden
Disabilities and the LGBT Foundation,
supports the Women’s Empowerment
Principles and is a signatory to the Race
at Work Charter which asks businesses
to make a public commitment to
improving equality of opportunity
in the workplace.
•
There is engagement on a regular basis
with the Employees’ Workers Council
and trade unions on pay reviews and
other matters.
•
Louise George has been appointed
as the Company’s designated Non-
Executive Director for Workforce
Engagement in accordance with the
UK Corporate Governance Code.
•
Further details can be found in the
Environmental and Social Governance
(“ESG”) Report on page 34.
with our stakeholders
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Why do they matter?
How do we benefit them?
What matters to them?
How do we engage with them?
Our customers
and consumers
The Group strives to
drive consumer well-
being by selling healthy,
high-quality products at
affordable prices.
The Group seeks to
position itself as a global
leading provider of
“healthy food products”.
The Group is a leading
operator in the United
Kingdom and European food
and beverage sector. The
Group has leading positions in
both branded and customer
own brand products across its
five business units, being (i)
Foods; (ii) Fish; (iii) Italian; (iv)
Oils; and (v) Drinks.
The Group has strong and
long-standing relationships
with its key suppliers and is a
long-term, trusted partner of
choice for a diverse range of
blue-chip customers.
The Group exports its
products to more than 60
countries and has more than
8,000 customers globally.
•
Reliability
•
High-quality
products
•
Health and nutrition
•
Affordability
•
Long-term partnerships
•
Own label expertise
•
Innovation
•
Sustainability
Further details can be found in the
Strategic Report on pages 16 and 22.
Our suppliers
The Group has strong
and long-standing supply
partnerships, with a supply
network that stretches to
more than 3,000 direct
suppliers spanning more
than 50 countries. The
Group prides itself on
maintaining long-term
relationships with its
suppliers, with over 30 of
the Group’s top suppliers
having supplied products
to the Group for more than
20 years.
Long-term relationships
forged with key suppliers that
help to provide certainty of
prices paid for raw materials.
•
Supply chain
sustainability.
•
Certainty of
prices paid.
•
Regular meetings to agree contracts
and prices.
•
Proactive engagement with suppliers,
NGOs and other stakeholders to
improve sustainability and help protect
ocean ecosystems.
•
Regular supplier quality assessment
audits.
Further details can be found in the
Environmental and Social Governance
(“ESG”) Report on pages 34.
Community
and
environment
The Group acknowledges
its responsibility
to minimise its
environmental impact
and embed sustainability
across its business.
The Group acknowledges
that its people remain at
the core of everything we
do. Beyond our internal
engagement, the Group’s
focus extends to the
communities in which it
operates, where the Group
continually strives to act
as a responsible employer
and trusted partner.
The Group continues to
invest in energy-efficient
technologies at its
manufacturing sites, making
meaningful progress towards
its sustainability targets
and preparing for evolving
regulatory requirements.
The Group prioritises
efficiency and skills
development for its
workforce.
•
Environmental
stewardship.
•
Social responsibility.
Details can be found in the Environmental
and Social Governance (“ESG”) Report on
pages 34.
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The Board retains ultimate responsibility for risk
management and internal control. It oversees
the regular identification and monitoring of
strategic and emerging risks, supported by
annual risk workshops with senior leadership.
The Board sets the Group’s risk appetite and
approves policies that define acceptable risk
levels in line with strategic objectives.
A formal Risk Register captures principal risks,
key indicators, potential impacts and mitigation
plans, with clear executive ownership. Reviews
are conducted by the Audit and Risk Committee
and the Board.
Principal risks and uncertainties
Our Ap
proach
Effective risk management is integral to delivering our strategic objectives
and creating long-term sustainable value. Our framework is designed to
safeguard assets, financial performance and reputation, while enabling
informed decision-making in a dynamic operating environment.
to risk management
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Risk Management Framework
Risk identification is a continuous process
embedded across the Group, with registers
maintained at both Group and operational
levels to capture principal and emerging
risks. Each register is regularly reviewed to
assess both gross and residual risk, ensuring
that mitigation strategies remain effective.
Risks are evaluated using a five-by-five risk
scoring matrix that considers likelihood
and impact across financial performance,
operational continuity, regulatory
compliance and reputation. As a premium
listed company, we present our TCFD-
aligned climate disclosures and the required
UKLR 6.6.6 statement in the Strategic
Report. During the year, this matrix was
refreshed to confirm that thresholds remain
appropriate for the current risk environment.
The Risk and Internal Audit function provides
independent assurance over the effectiveness
of risk management and internal controls.
Findings are reported to management with
agreed actions tracked to completion. During
the year this work informed enhancements
processes and the planned upgrade of our risk
management system.
Governance roles
•
The Board holds ultimate responsibility
for risk management and internal
control, ensuring that risks are identified,
assessed and managed effectively across
the Group. It sets the overall risk appetite
and approves the Risk Management
Framework, policies and procedures.
•
The Audit and Risk Committee monitors
the effectiveness of risk management and
internal controls, reviewing reports from
management, Internal Audit and external
auditors, and reporting its conclusions to
the Board.
•
The Risk Management department
supports consistency, coordination
and reporting across the Group.
•
Internal Audit provides independent
assurance as the third line of defence.
Risk appetite
The Board reviews and sets the Group’s
risk appetite annually for each principal
risk, setting clear boundaries on acceptable
risk levels and guiding decision-making
in support of our strategic objectives. The
Group seeks to minimise exposure to risks
that could materially damage its reputation,
financial position or operational resilience,
while recognising that an appropriate level
of risk is inherent in pursuing strategic
growth. As a food producer, we maintain a
very low appetite for risks relating to food
safety and integrity, health and safety and
cyber security, with controls designed to
reduce risks to the lowest practicable level.
In contrast, a higher tolerance is accepted for
certain commercial and strategic risks, such
as reliance on key customers or investment
in growth initiatives, where returns are
considered proportionate and aligned
with strategy.
Risk appetite statements are aligned to
the Group’s risk scoring methodology and
have been refreshed during the year to
confirm ongoing relevance. Stakeholder
considerations informing risk appetite
and principal decisions are described in
the Section 172(1) Statement within the
Strategic Report.
Principal risks and uncertainties
The Group faces a range of risks and
uncertainties inherent in its operations. The
Board has undertaken a robust assessment
of the principal risks, including those that
could compromise the Group’s business
model, future performance, solvency or
liquidity. These principal risks, together
with mitigation strategies and alignment
to strategic priorities, are detailed in the
risk tables within the Annual Report.
The assessment reflects the increased
scale and complexity of the Group and
considers both external risks, arising from
market, economic and regulatory factors,
and internal operational risks. Other risks
are managed through the Group’s wider risk
assessment processes and are monitored
on an ongoing basis.
Our Viability Statement, including the
assessment period, assumptions and
conclusion, is set out in the Strategic Report.
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Emerging risks
In addition to managing current risks,
the Group actively monitors emerging risks
that could affect longer-term performance.
Emerging risks are identified through our
integrated top-down and bottom-up risk
assessment process, supported by horizon
scanning and insights from internal and
external sources. These risks are reviewed
periodically with the Audit and
Risk Committee.
During the year, several emerging risks
were highlighted and robust programme
governance and independent assurance have
been established to mitigate these risks. We
also maintain close observation of broader
macroeconomic and geopolitical factors due
to their potential impact on inflation, supply
chain stability and labour relations.
Climate change continues to pose significant
challenges to raw material availability and
quality, alongside evolving regulatory and
reporting requirements in sustainability.
Other emerging risks identified include the
rapid development of artificial intelligence
and animal health concerns. These risks
are assessed not only for potential threats
but also for opportunities, ensuring that
mitigation actions are documented and
implemented promptly to minimise exposure.
Internal control system
The Group’s internal control system is
designed to manage, rather than eliminate,
the risk of failing to achieve business
objectives and provides reasonable assurance
over control effectiveness. It is underpinned
by Group-wide policies, procedures, training
and monitoring, with clear accountability
held by management.
In preparation for Provision 29 of the UK
Corporate Governance Code, the Board
has approved a programme to define
our material controls, establish evidence
standards and conduct dry run testing to
support a future declaration of effectiveness.
The Group has an established internal
control environment. During the year,
this was strengthened through enhanced
assurance mapping for principal risks and
a Fraud Risk Management Assessment
aligned with legislative developments.
The Directors’ Going Concern statement
is presented in the notes to the financial
statements.
Food Safety & Quality
Risk Description
Mitigation & Governance
Trend
Food safety and product integrity are fundamental to the Group’s
brands, customer relationships and licence to operate. As a
manufacturer of branded and customer own-label products, the
Group is exposed to risks arising from contamination, quality failures,
labelling errors or non-compliance with food safety standards
across its operations or supply chain. Such incidents could result in
product recalls or withdrawals, regulatory action, loss of customer
confidence and reputational damage, with associated financial and
operational consequences.
In extreme cases, a significant food safety failure could lead to the
loss of preferred supplier status with key customers and have a
material adverse effect on the Group’s performance.
•
Rigorous Standards: Strict adherence to international quality
protocols and internal safety standards across all production sites.
•
Supply Chain Management: Robust sourcing processes and raw
material assessments to identify and neutralise contamination
risks at the entry point.
•
Audit & Inspection: Continuous oversight via regular internal
audits, third-party inspections, and annual customer-led factory
assessments.
•
Horizon Scanning: Active monitoring of the evolving regulatory
landscape in the UK and EEA to ensure early compliance with
stricter health, safety, and environmental laws.
•
Incident Response: Established protocols for rapid product
withdrawal and recall to minimise consumer exposure and
brand damage.
People & Workplace Safety
Risk Description
Mitigation & Governance
Trend
The Group’s performance depends on attracting, retaining and
safeguarding a skilled and engaged workforce across manufacturing,
technical and commercial functions, with a particular reliance on safe,
well-controlled manufacturing environments. The Group is exposed
to risks arising from occupational health and safety hazards, labour
availability, industrial relations and wage inflation. Failure to maintain
effective health and safety controls, training and supervision could
result in serious injury or ill health, regulatory enforcement action and
operational disruption, while workforce instability or industrial action
could further increase costs or constrain capacity.
Serious safety incidents or sustained workforce disruption could
adversely affect productivity, customer service and the Group’s
reputation with employees, customers and regulators, and may
result in increased scrutiny from enforcement authorities.
•
Safety-First Culture: Enforcing rigorous H&S standards and
training specifically tailored to industrial machinery. We utilise
active monitoring of accident rates and “near-miss” reporting
to drive continuous safety improvements.
•
Proactive Industrial Engagement: Maintaining open, management-
led dialogue with unions and the EWC to resolve disputes
promptly and ensure compliance with evolving post-Brexit
labour laws.
•
Strategic Talent Management: Implementing robust recruitment
and creating a stimulating, dynamic and continuously evolving
environment to mitigate turnover in key technical and commercial
roles.
•
Workforce Planning & Automation: Monitoring legislative changes
for early budgetary adjustment, alongside continuous investment
in automation to improve productivity and reduce manual
dependency in high-scarcity areas.
•
Liability Protection: Maintaining comprehensive employer’s
liability insurance and robust legal oversight to manage and
defend against potential personal injury or regulatory claims.
Principal risks and uncertainties
continued
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Supply Chain Integrity & Resilience
Risk Description
Mitigation & Governance
Trend
The Group relies on a complex, global supply chain to secure raw
materials, packaging and services that meet quality, ethical and
commercial requirements. Risks arise from supplier concentration,
operational disruption, geopolitical events, logistics constraints
and increased scrutiny of sourcing practices. Disruption to supply
or failures in supplier standards could reduce product availability,
increase input costs or affect service levels to customers.
Prolonged disruption or ethical non-compliance may weaken
customer confidence and place pressure on margins or volumes,
particularly in a competitive retail environment.
•
Inventory & Accreditation Management: Strategic stockpiling
of critical raw materials and proactive management of a “warm”
pipeline of pre-accredited alternative suppliers to ensure rapid
switching capacity.
•
Diversification & Strategic Sourcing: Maintaining a global network
of producers and implementing strict sourcing standards to meet
ESG expectations.
•
Resilience Planning: Continuity planning and cybersecurity
frameworks to minimise downtime from equipment failure,
natural disasters, or digital breaches.
•
Stakeholder & Crisis Management: Active “horizon scanning”
of digital media and proactive dialogue with NGOs and
regulators to address ethical concerns before they escalate
into public campaigns.
Operations & Asset Integrity
Risk Description
Mitigation & Governance
Trend
The Group’s manufacturing performance depends on the reliability
and resilience of its production assets, utilities and infrastructure.
The Group is exposed to risks from equipment failure, ageing or
specialist assets, utility interruption, cyber-physical incidents and
delays in maintenance or recovery following disruption. Operational
failures could lead to production downtime, increased costs and
service disruption.
If disruption is prolonged or affects critical sites, there is a risk of
lost sales, customer dissatisfaction and pressure on profitability.
•
Transfer Readiness & Capacity Mapping: Maintain SKU/format
transfer maps and playbooks, dual tooling where feasible, and the
documentation needed to accelerate external approval/assurance
steps when invoking cross-site transfers.
•
Utilities Resilience & Monitoring: Strengthen redundancy and
protection for critical services (e.g., backup/alternative feeds,
boiler/steam reliability, refrigeration contingency), with alarms,
load-shedding, and tested procedures for power-outage and
loss-of-site scenarios.
•
Asset Care & Readiness: Rigorous preventive/condition-based
maintenance, reliable CAFM data, and defined critical spares and
vendor SLAs, with monthly review of safety-critical backlog to cut
reactive downtime and shorten mean time to repair (“MTTR”).
•
Continuity & Recovery: Site Business Continuity Plans and
integrated crisis communications; support financial recovery with
appropriate business-interruption (“BI”)/property insurance and
prepared evidence bundles.
Customers, Brand & Market Dynamics
Risk Description
Mitigation & Governance
Trend
The Group operates in a highly competitive and concentrated
retail environment, with exposure to customer concentration,
pricing pressure, changing consumer preferences and the need to
maintain brand relevance. Failure to respond effectively to market
dynamics, maintain strong customer relationships or protect brand
and intellectual property could result in reduced revenues, margin
pressure or loss of market share.
Where volume loss or price recovery cannot be mitigated,
these pressures could adversely affect earnings and the Group’s
strategic position.
•
Strategic Partnership Integration: Deepening multi-category
relationships through annual Joint Business Planning (“JBP”) to
secure “preferred supplier” status and align on range changes.
•
Consumer-Led Innovation: Utilising market intelligence and
phased rollout strategies to ensure new products meet “health
and wellness” and “convenience” trends while minimising
capital risk.
•
Operational Efficiency & Flexibility: Continuous investment in
manufacturing to meet evolving customer packaging formats
and protect margins against low-cost competitors.
•
Active IP Portfolio Management: Vigilant monitoring of global
trademark applications and strict contractual safeguards to
protect trade secrets and brand equity.
•
Market & Digital Diversification: Expanding our presence
in Germany and Italy to reduce UK dependency, alongside
developing a robust digital strategy to capture shifting online
purchasing behaviours.
Trend Key: Stable
Increase
Decrease
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Macroeconomic & Geopolitical Volatility
Risk Description
Mitigation & Governance
Trend
The Group is exposed to macroeconomic and geopolitical factors
beyond its direct control, including inflation, commodity and energy
price volatility, geopolitical conflict, trade disruption and adverse
weather events. These factors may increase input and logistics costs,
disrupt supply chains or affect consumer demand in key markets.
Sustained cost inflation or reduced demand that cannot be recovered
through pricing, sourcing or efficiency measures could place pressure
on margins and cash generation.
•
Advanced Horizon Scanning: Continuous monitoring of global
commodity markets, political landscapes, and macroeconomic
indicators to inform procurement, logistics, and capital
allocation decisions.
•
Active Price Risk Management: Utilising a robust hedging
framework and forward contracts (12 to 18-month horizon),
particularly for wheat and energy, to provide price certainty
and protect margins.
•
Dynamic Sourcing & Resilience: Developing an agile, global
supplier network that allows for rapid shifts in procurement to
bypass conflict zones or regions affected by natural disasters.
•
Strategic Cost Pass-Through: Engaging in proactive dialogue with
retail partners to implement fair pricing adjustments in response
to verified input cost inflation.
•
Market & Category Diversification: Offering a broad range of
products across various price points (from budget to premium)
to buffer against localised economic downturns and changes in
consumer confidence.
Compliance, Legal & Ethics
Risk Description
Mitigation & Governance
Trend
The Group operates within a complex and evolving legal and
regulatory framework across multiple jurisdictions, including food
law, environmental regulation, employment law and corporate ethics
requirements. Failure to comply with applicable laws, regulations
or ethical standards could result in fines, sanctions, litigation,
operational restrictions or reputational damage.
In serious cases, regulatory enforcement or loss of licences or
approvals could disrupt operations and adversely affect the
Group’s performance and reputation.
•
Horizon Scanning & Regulatory Liaison: Proactive monitoring of
legislative shifts and maintaining transparent relationships with
government bodies and environmental agencies to ensure early
compliance and smooth permit renewals.
•
Comprehensive Ethics Framework: Rigorous internal policies,
mandatory training programmes, and whistleblowing channels
to prevent bribery, corruption, and money laundering.
•
Robust Quality & Audit Protocols: A dedicated compliance team
performing regular internal and third-party audits of food safety,
labelling, and supplier due diligence to ensure “audit readiness”
at all times.
•
Strategic Technical Investment: Ongoing capital allocation for
plant upgrades and environmental technologies to meet or
exceed heightened regulatory and safety standards.
•
Crisis Management & Legal Oversight: Maintaining specialist
legal counsel and crisis communication strategies to manage
litigation, product recalls, or public inquiries while protecting
the Group’s brand equity.
Cybersecurity & Technology
Risk Description
Mitigation & Governance
Trend
The Group increasingly relies on digital systems to support
manufacturing, logistics, commercial and corporate activities.
This creates exposure to cybersecurity threats, system failures,
third-party vulnerabilities and risks associated with system change
or integration. A cyber incident or prolonged system outage could
disrupt operations, compromise data or affect the Group’s ability
to serve customers.
A significant cyber-attack could result in operational disruption,
financial loss and loss of stakeholder trust, and in severe cases
may have a material impact on performance.
•
Defence-in-Depth: Employment of multi-layered physical
and software safeguards to protect data integrity and system
availability.
•
Monitoring & Response: Continuous monitoring of government
threat warnings and the maintenance of incident response plans
to ensure rapid recovery.
•
System Resilience: Regular testing of backup systems and the
implementation of safeguards against cross-contamination from
third-party system breaches.
•
Due Diligence: Inclusion of comprehensive IT and cybersecurity
assessments within the M&A due diligence process.
Principal risks and uncertainties
continued
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Climate-related Risks (Physical & Transition)
Risk Description
Mitigation & Governance
Trend
Climate-related physical and transition risks present growing
challenges to the Group’s operations and supply chain. The Group
is exposed to risks from extreme weather events, impacts on
agricultural supply, water availability, evolving environmental
regulation, carbon pricing and changing stakeholder expectations.
Failure to adapt to these risks could increase operating costs,
disrupt supply or constrain production.
Over time, these factors may place pressure on margins, asset
values and supply security if not effectively managed.
•
Resilient Sourcing: Diversifying the supplier base and geographic
sourcing regions to mitigate the impact of localised weather events.
•
Sustainability Commitments: Proactively monitoring emissions
and investing in energy-efficient technologies to align with – or
exceed – emerging regulatory requirements.
•
Scenario Analysis & KRIs: Conduct climate scenario analysis
(physical and transition) and monitor KRIs to inform planning and
impairment tests; integrate outputs into the annual impairment
cash flow modelling.
•
Inventory & Buffer Management: Strategic stockpiling and long-
term supply planning for high-risk commodities to hedge against
seasonal shortages.
•
Horizon Scanning: Continuous assessment of climate-related
legal developments to ensure early compliance with fuel and
emission standards.
•
Capital Investment: Allocating funds for facility upgrades to
improve structural resilience against extreme weather.
Mergers, Acquisitions & Integration
Risk Description
Mitigation & Governance
Trend
Mergers, acquisitions and integration are an important element
of the Group’s growth strategy and involve execution, valuation
and integration risks. The Group may be exposed to risks arising
from competitive acquisition markets, incomplete due diligence,
over-estimation of synergies or challenges integrating systems,
processes or cultures.
If acquisitions fail to perform as expected, this could lead to value
erosion, increased costs or impairment of goodwill, adversely
affecting returns.
•
Regulatory Compliance: Adherence to the LSE Listing Rules –
including LR 11 (Related Party Transactions), LR 10 (Significant
Transactions/class tests), and LR 8 (Sponsors) where
applicable – and the Companies Act to ensure transparency
and shareholder protection.
•
Board & DoA Controls: Material M&A/JV decisions follow Board
approval thresholds and the Delegation of Authority framework.
•
Rigorous Due Diligence: Implementation of a disciplined
assessment framework to evaluate targets against strict financial
and operational criteria before commitment.
•
Phased Integration: A structured approach to migrating acquired
functions into the Group’s existing platform to minimise
operational disruption.
Trend Key: Stable
Increase
Decrease
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Going concern
After making enquiries, the Board has
a strong 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 consolidated financial statements. The
forecast for the going concern assessment
period to 31 December 2027 has been
updated for the business’s best estimate
of cash flow in the period, as per the latest
trading forecasted business plan for the
period.
The Board’s treasury policies are in place to
maintain a strong capital base and manage
the Group’s balance sheet and liquidity to
ensure long-term financial stability. These
policies are the basis for investor, creditor
and market confidence and enable the
successful development of the business.
The Directors have reviewed the business’s
cash flow projections, together with the
availability of the committed borrowing
facilities, for a period of at least 18
months from the date of approval of
the Consolidated Financial Statements.
The Directors have also considered the
headroom against covenants under the
Group’s borrowing facilities.
The Directors have assessed the main
sources of financing, being the existing
sizeable liquid cash resources, and the
€100 million line of credit facility.
In reviewing the cash flow forecast for the
period, the Directors reviewed the trading
for all business segments, considering the
experience gained from events of the last
three years of trading and emerging trading
patterns. The Directors have a thorough
understanding of the risks, sensitivities and
judgements included in these elements of
the cash flow forecast.
As a downside scenario, the Directors
considered a situation in which inflationary
costs are not fully recovered through pricing,
there is an adverse movement in trading
volumes within the Group and severe IT
outages occur leading to a period of non-
operation across the production facilities.
This downside scenario was modelled
without taking any mitigating actions within
their control. Under this downside scenario
the Group forecasts liquidity throughout
the period.
The likelihood of these circumstances is
considered remote for three reasons. Firstly,
over such a period, management could
take substantial mitigating actions, such
as reviewing pricing, taking cost-cutting
measures and reducing capital investment.
Secondly, the Group has significant business
and asset diversification and would be able
to, if it were necessary, dispose of assets
and/or businesses to raise considerable
levels of funds. Thirdly, the Group sales
overall are stable, as the products sold are
cost-effective and generally not substituted
as they are cupboard store essentials.
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The Directors, in accordance with provision
31 of the UK Corporate Governance Code
2024, have assessed the viability of the
Group across the next two years.
The Directors considered the Group’s
profitability, cash flows and key financial
ratios over this period and the potential
impact that the principal risks and
uncertainties set out on pages 50 to 55
could have on future performance, solvency
or liquidity of the Group and its resilience to
threats to its viability posed by severe but
plausible scenarios. Building on the analysis
performed as part of the going concern
review, sensitivity analysis was applied to
these metrics and the projected cash flows
were stress tested against a severe but
plausible downside case.
These factors have also been carefully
assessed with consideration of the global
political environment and other political
and economic events, the retail market
and changes in costs including inflation.
The Directors considered the level of
performance that would cause the Group to
exhaust its available liquidity, the financial
implications of making any strategic
acquisitions, macroeconomic influences such
as fluctuations in commodity markets and
climate-related business risks. The impact
of potential mitigating actions under the
Group’s control were also considered in
this analysis.
While the principal risks considered all have
the potential to affect future performance,
none of them are considered individually or
collectively to threaten the viability of the
Company for the period of the assessment.
The Directors also considered the business
performance, nature of the Group’s activities
and the degree to which the business is
changing and evolving, as opportunities
continue to be created, as the Group is
part of the wider NewPrinces Group.
To report on the viability of the Group,
the Directors reviewed the overall funding
capacity and headroom available to
withstand severe but plausible events
and 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.
As part of our annual business planning
cycle, the Group has prepared a financial
model which forecasts the cashflows, using
the consolidated income statement and key
balance sheet and cashflow assumptions,
which also tracks covenant performance and
liquidity requirements of the Group.
A downside scenario that is severe but
plausible has been modelled taking account
of the potential financial impact of the
specific risks outlined above. The downside
scenario model showed that even without
taking any mitigating actions that would
be available to the Group if such a scenario
occurred, the Group would not breach the
financial covenants in its bank facilities
agreement and would have significant
liquidity headroom available.
Based on the results of this analysis, the
Directors consider that the Group will be
able to continue in operation and meet its
liabilities as they fall due over the forecasted
period to the end of December 2027.
The Strategic Report has been approved by
the Board of Directors and it is signed on its
behalf by
Simon Harrison
Chief Executive Officer
24 April 2026
Viability statement
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Governance
Corporate
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Contents
Corporate governance report
60
Board of Directors
64
Report of the Nomination Committee
66
Report of the Audit & Risk Committee
68
Remuneration Committee report
72
Related Party Transactions Committee report
82
Directors’ report
83
Statement of Directors’ responsibilities
in respect of the financial statements
85
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Corporate governance report
to our governance
report
Welcome
The highlights of 2025 were our
debut on the London Stock Exchange
in November and our entry into the
FTSE 250 index one month later.
As stated in the listing prospectus,
the Company is governed by the
2024 UK Corporate Governance Code
(“the Code”). A copy of the Code
can be obtained from the Financial
Reporting Council’s website, www.
frc.org.uk. The Company is compliant
with the majority of the Code, with
following exceptions:
What’s inside
Dear Shareholders
On behalf of the Board, I am pleased to present
our first Corporate Governance Report for the
year ended 31 December 2025.
Read more on
pages 64 to 65
Board leadership
Read more on
page 62
Division of responsibilities
Read more on
page 72
Remuneration
Read more on
page 68
Audit, risk and internal control
Angelo Mastrolia
Executive Chairman
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2024 UK Corporate Governance Code non-compliance
Code Provision
Reason for non-compliance and mitigating actions
(9)
The chair should be independent on
appointment within the meaning of
“independent” as defined in the Code.
Mr. Angelo Mastrolia was appointed the Executive Chairman of the Company on 30 July 2024.
It is the assessment of the Board that Mr. Mastrolia was not independent upon appointment when
assessed against the criteria set out in the Code, given his role as the Executive Chairman and indirect
controlling shareholder of the Major Shareholder. Mr. Mastrolia will remain as Executive Chairman
for as long as he is the indirect controlling shareholder of the Major Shareholder.
The Company has appointed three independent Non-Executive Directors to the Board, constituted a
Related Party Transaction Committee and put in place a Relationship Agreement between the Group
and the Major Shareholder, which the Directors consider provides the appropriate compensating
measures and governance, such that Mr. Mastrolia does not wield undue influence at the Board.
In addition, Mr. David Gosnell, an independent Non-Executive Director, has been appointed as the
Company’s Senior Independent Director to provide a sounding board for the Chairman and to serve
as an intermediary for the other Directors and shareholders.
(11)
At least half the board, excluding the
chair, should be non-executive directors
whom the board considers to be
independent.
The Board consists of five Executive Directors and three Non-Executive Directors. The Company
regards this as an appropriate Board structure and does not intend for this to change for the
foreseeable future.
The Company regards all of its Non-Executive Directors as independent Non-Executive Directors
within the meaning of “independent” as defined in the Code and free from any business or other
relationship which could materially interfere with the exercise of their independent judgement.
(15)
Full-time executive directors should not
take on more than one non-executive
directorship in a FTSE 100 company
or other significant appointments.
Mr. Angelo Mastrolia, the Executive Chairman of the Company, is also the Executive Chairman and
director of both the Major Shareholder and CLI, both of which are listed on Euronext Milan.
Mr. Giuseppe Mastrolia and Ms. Benedetta Mastrolia are also members of the boards of directors
of each of the Major Shareholder and CLI.
However, the Board presently believes that Mr. Angelo Mastrolia’s, Mr. Giuseppe Mastrolia’s and Ms.
Benedetta Mastrolia’s skills, strong sector relationships, knowledge and leadership enable them to
effectively perform all roles and will not be asking them to stand down from their other roles.
The Group has adopted, with effect from Admission, a schedule of matters reserved for decision
by the full Board, and the Board believes it has a culture of detailed review and robust challenge
on significant matters.
(32)
Before appointment as chair of
the remuneration committee, the
appointee should have served on
a remuneration committee for at
least 12 months.
At the time of appointment as Chair of the Remuneration Committee, Mrs. Louise George had only
served on the remuneration committee of Franchise Brands plc for ten months. However, at the time
this Annual Report has been published, Louise will have over 12 months experience and is managing
the Remuneration Committee well.
The Company has implemented internal procedures and measures
designed to ensure compliance by it, and other members of the
Group, with the UK Bribery Act and other applicable anti-bribery/
anti-corruption law and regulation.
Major Shareholder Relationship Agreement
NewPrinces S.p.A., as the Major Shareholder, holds over 82.74% of the
shares in the Company. On 22 October 2025, the Company, the Major
Shareholder and Mr. Angelo Mastrolia entered into a Relationship
Agreement which will regulate the ongoing relationship between
them. The Company considers, in light of its understanding of the
relationship between the Major Shareholder, Mr. Angelo Mastrolia and
their respective associates, that the Major Shareholder and Mr. Angelo
Mastrolia can procure the compliance of their respective associates
(as defined in the Listing Rules) with the Independence Provisions
(as defined below) included in the Relationship Agreement.
The principal purpose of the Relationship Agreement is to ensure
that the Company can carry on an independent business as its
main activity. The Relationship Agreement contains, among others,
undertakings from the Major Shareholder and Mr. Angelo Mastrolia
that: (i) transactions and agreements with either of them (and/or any
of their respective associates) will be conducted at arm’s length and
on normal commercial terms; (ii) neither of them nor any of their
respective associates will take any action that would have the effect
of preventing the Company from complying with its obligations under
the Listing Rules; and (iii) neither of them nor any of their respective
associates will propose or procure the proposal of a shareholder
resolution which is intended or appears to be intended to circumvent
the proper application of the Listing Rules (the “Independence
Provisions”). Furthermore, each of the Major Shareholder and
Mr. Angelo Mastrolia has agreed to procure the compliance of
its respective associates with the Independence Provisions.
Pursuant to the Relationship Agreement, for such time as the Major
Shareholder and its associates hold an interest in the Company
that is: (i) equal to or greater than 50% of the issued ordinary
share capital of the Company, they shall be entitled to appoint and
remove one Director as the Chairman of the Company, and must
exercise all voting rights in ordinary shares in which they have an
interest to procure that not less than three Directors at any time
are Independent Directors; (ii) less than 50% but not less than 30%
of the issued ordinary share capital of the Company, they shall be
entitled to nominate for appointment and remove (in aggregate)
three Directors to the Board, and (iii) less than 30% but not less than
15% of the issued ordinary share capital of the Company, they shall
be entitled to nominate for appointment and remove two Directors
to the Board.
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For such time as the Major Shareholder and its associates hold an
interest in the Company that is equal to or greater than 15% of the
issued ordinary share capital of the Company, they shall be entitled
to appoint to the Nomination Committee one nominee Director.
The Relationship Agreement contains a non-compete obligation,
whereby the Major Shareholder and Mr. Angelo Mastrolia undertake
that, for so long as the Major Shareholder, Mr. Angelo Mastrolia and
their respective associates hold an interest in the Company that is
equal to or greater than 30% of the issued ordinary share capital of
the Company, each of them shall not and they shall procure that their
respective associates shall not, without the prior written consent
of the Company, operate, establish or acquire a business which
competes with the business of the Group as carried on as at the date
of this Prospectus (or which the Major Shareholder or Mr. Angelo
Mastrolia knew was reasonably being considered by the Group),
excluding any business whose principal operations and activities
are complementary to the food and beverage industry, and further
excluding any competing business which the Major Shareholder,
Mr. Angelo Mastrolia or any of their respective associates operates
or has established or has acquired (or agreed to acquire) as at the
date of the Relationship Agreement.
Subject to applicable law and regulation and certain confidentiality
obligations, the Major Shareholder and Mr. Angelo Mastrolia will
have the benefit of certain information rights for the purpose of,
inter alia
, their tax, accounting and other regulatory requirements
and obligations.
The Relationship Agreement will continue for so long as: (a)
the ordinary shares are listed on the equity shares (commercial
companies) category of the Official List and traded on the LSE’s
main market for listed securities; and (b) the Major Shareholder,
Mr. Angelo Mastrolia and their respective associates hold an interest
in 15% or more of the issued ordinary share capital of the Company.
The Directors believe that the terms of the Relationship Agreement
will enable the Group to carry on its business independently of the
Major Shareholder.
The Relationship Agreement is governed by the laws of England
and Wales.
The Company confirms that it has carried on its main activity
independently from its Major Shareholder.
Composition and independence of the Board
Changes to the Board during the financial year can be found on
page 83. As at 31 December 2025, the Board consisted of eight
Directors: the Executive Chairman, four Executive Directors and
three independent Non-Executive Directors.
Details of each Director’s experience and background are given in
their biographies on pages 64 to 65. Their skills and experience are
relevant and cover areas including food and beverages, financial
management and control, corporate governance, mergers and
acquisitions, communications and marketing.
Appointments to the Board and re-election
The Board has delegated the tasks of reviewing Board composition,
searching for appropriate candidates and making any Board or
Committee appointment recommendations to the Nomination
Committee. Further details on the role of the Nomination
Committee may be found on page 66.
All Directors will offer themselves for annual re-election at the AGM,
in accordance with best practice in corporate governance. The Board
considers all Directors to be effective and committed to their roles.
Stakeholders
The Board remains committed to understanding the needs of our
shareholders and the wider stakeholders and it always considers
how the Board’s decisions impact them in the longer term. In the
Section 172 Statement on pages 48 to 49 we explain who the key
stakeholders are and how the Directors engage with them.
Board meetings
The Board has established a schedule of meetings for 2026 with
additional meetings being convened when required.
Prior to IPO, the Board met a number of times to review, discuss and
agree the Company’s strategy and objectives, culture and structure.
Details of these areas can be found in the Company’s prospectus on
the Company’s website: www.princesgroupinvestors.com
Since the Company’s admission to trading on the Main Market of the
London Stock Exchange in November 2025, the Board has formally
met twice and the table below sets out the attendance record of
individual Directors:
Director
Board Meetings
Angelo Mastrolia
2/2
Simon Harrison
2/2
Fabio Fazzari
2/2
Giuseppe Mastrolia
2/2
Benedetta Mastrolia
2/2
David Gosnell
2/2
Linda Main
2/2
Louise George
2/2
Division of responsibilities
The Executive Chairman and Chief Executive have defined roles, and
the division of responsibilities have been documented and approved
by the Board on 5 November 2025. However, the Board notes that
overly prescribing the responsibilities of the Executive Chairman
and the Chief Executive may reduce its flexibility to act in
unforeseen circumstances.
In summary, however, the Executive Chairman leads the Board and is
responsible for its overall effectiveness in directing the Group, and the
Chief Executive is responsible for implementing the Group’s strategy
and for its operational performance.
Non-Executive Directors
Each of the Non-Executive Directors has entered into a letter of
appointment with the Company, which sets out the duties of the
Director and commitment expected. They are expected to commit at
least 2 days per annum to their role and are specifically tasked with:
•
bringing independent judgement to bear on issues put to
the Board;
•
applying their knowledge and experience in considering matters
such as strategy, Company performance, use of resources and
standards of conduct; and
•
ensuring high standards of financial probity and corporate
governance.
How the Board operates
The Board has a schedule of matters reserved that it is responsible
for, a summary of which is below:
•
annually approving the Group’s strategic plan and objectives for
the following year;
•
monitoring Group performance against budget and other
agreed objectives;
Corporate governance report
continued
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•
review the Company’s overall corporate governance
arrangements;
•
ensure the maintenance of a sound system of internal control
and risk management, and to monitor and review said system
at least annually;
•
relationships with shareholders and other major stakeholders;
•
appointment of principal professional advisers to the Group;
•
determine the financial and corporate structure of the Group
(including financing and dividend policy);
•
major investment and divestment decisions, including
acquisitions, and approving material contracts; and
•
approve changes to the structure of the Board and its Committees
following recommendations from the Nomination Committee.
The Board has delegated other matters, responsibilities and
authorities to its Board Committees, details of which are stated later
in this report. Anything falling outside of the schedule of matters
reserved or the Committees’ Terms of Reference falls within the
responsibility and authority of the Chief Executive, including all
executive management matters.
A Board schedule has been drafted for 2026, and it is anticipated that
an agenda and accompanying detailed papers, covering key business
and governance issues will be circulated to the Board a week in
advance of each Board meeting.
All Directors are expected to attend each meeting of the Board and
any Committees of which they are members, and to devote sufficient
time to the Company’s affairs to fulfil their duties as Directors. Where
Directors are unable to attend a meeting, they are encouraged
to submit any comments to be considered at the meeting to the
Chairman in advance to ensure that their views are recorded and
taken into account during the meeting.
Directors are encouraged to question and voice any concerns they
may have on any topic put to the Board for debate. The Board is
supported in its work by its Committees, which are responsible for
a variety of tasks delegated by the Board. There is also an Operating
Board composed of the Chief Executive Officer, Chief Financial
Officer and those members of the senior management team whose
responsibilities are to implement the decisions of the Board and
review the key business objectives and status of projects.
The main activities of the Board during the year
The Board has only held two Board meetings since Admission, which
were to approve specific matters, the first being the approval of the
lease agreement for the Latina factory site between NewPrinces
S.p.A. and Princes Italia S.p.A, and the second being to approve
the Q3 financial update.
Board Committees
The Board delegates certain responsibilities to its four main
Committees, so that it can operate efficiently and give an
appropriate level of attention and consideration to relevant matters.
The Company has an Audit & Risk Committee, a Remuneration
Committee, a Nomination Committee, and a Related Party
Transactions Committee, all of which operate within a scope and
remit defined by specific Terms of Reference determined by the
Board. Details of the operation of the Board Committees are set
out in their respective reports. All of the Board Committees are
authorised to obtain, at the Company’s expense, professional advice
on any matter within their Terms of Reference and to have access to
sufficient resources in order to carry out their duties. The Company
also has a Disclosure Committee which meets as and when required.
Board and Committee performance reviews
Given the Company was only admitted to trading on the Main Market
of the London Stock Exchange in November 2025, the Board and its
Committees have not yet had a full year of meeting together and
forging working relationships. Accordingly, while appreciating that
the UK Corporate Governance Code recommends annual evaluations,
I will review whether an evaluation of the Board and its Committees
will take place either in late 2026 at the earliest or during 2027 once
a full financial year has been addressed. I recognise that evaluations
will be undertaken by an external adviser every three years, however
the first two evaluations will be undertaken internally.
External advisers
The Board has appointed Peel Hunt LLP and BNP Paribas as Joint
Corporate Brokers and PricewaterhouseCoopers LLP as its auditor.
Prism Cosec Limited has been appointed as Company Secretary.
Conflicts of interest
The Company has a Conflicts of Interests policy that sets out how
business and personal conflicts for Directors of Princes Group plc and
its subsidiaries should be dealt with. It is incumbent on each Director to
disclose any conflict which may then be considered by the remaining
Directors as to whether that individual should be part of the decision-
making process or be asked to step out of the meeting accordingly.
Accountability
The Group has in place a system of internal financial controls
commensurate with its current size and activities, which is designed
to ensure that the possibility of misstatement or loss is kept to a
minimum. These procedures include the preparation of management
accounts, forecast variance analysis and other ad hoc reports. There
are clearly defined authority limits throughout the Group, including
matters reserved specifically for the Board.
Risk management and internal control
Risks throughout the Group are considered and reviewed on a regular
basis. Risks are identified and mitigating actions put into place as
appropriate. Principal risks identified are set out in the Strategic
report on pages 50 to 55. Internal control and risk management
procedures can only provide reasonable and not absolute assurance
against material misstatement. The internal control procedures were
in place throughout the financial year and up to the date of approval
of this report.
Financial and business reporting
The Board presents a fair, balanced and understandable assessment
of the Group’s position and prospects in all half-year, final and any
other ad hoc reports, and other information as may be required from
time to time. The Board receives a number of reports, including those
from the Audit & Risk Committee, to enable it to monitor and clearly
understand the Group’s financial position.
Annual General Meeting (“AGM”)
This year’s AGM will be held on 27 May 2026 at 9.30 a.m. The Notice
of Annual General Meeting is available on the Company’s website at
www.princesgroupinvestors.com. Separate resolutions are provided
on each issue so that they can be given proper consideration and all
shareholders are encouraged to submit their votes.
Angelo Mastrolia
Chairman
24 April 2026
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Board of Directors
The Board of Directors is responsible for the long-term success of the Group, providing
strategic direction, oversight and robust governance. It brings together deep industry
and financial expertise, complemented by the entrepreneurial spirit of the Group’s
family ownership, supporting agile decision-making and disciplined execution.
Angelo Mastrolia
Chairman
Simon Harrison
Chief Executive Officer
Fabio Fazzari
Chief Financial Officer
Giuseppe Mastrolia
Chief Commercial Officer
Mr. Angelo Mastrolia obtained a
surveyor’s diploma and attended law
school at the University of Salerno.
He started his entrepreneurial activity
in the 1980s in the dairy sector as
a manager in the family business
Piana del Sele Latteria S.p.A. After a
number of experiences in the leasing,
real estate and luxury yacht sectors,
since 2004 Mr. Angelo Mastrolia
has acquired several companies
in the food & beverage sector
through TMT Finance S.A. (currently
Newlat Group S.A.), acquiring inter
alia Industrie Alimentari Molisane
S.r.l. (owner of the Guacci brand),
Pezzullo, Corticella and, in 2008,
Newlat S.p.A. from Parmalat S.p.A.
Subsequently, Mr. Angelo Mastrolia
directed the continuing expansion and
consolidation of the Newlat Group
S.A. in the food & beverage sector
in Italy and abroad, also acquiring
the Birkel and 3Glocken brands in
Germany, the production plant in
Ozzano Taro (Parma), Delverde and,
in 2020, CLI. Furthermore, under the
mandate of Mr. Angelo Mastrolia,
Newlat expanded its activities with
the acquisition of Symington’s in
2021, of Princes France in 2023
and of the Company in 2024. Mr.
Mastrolia was appointed as a Director
of the Company on 30 July 2024. In
December 2025, he was appointed
Chairman of the boards of Princes
Retail S.p.A., Princes Finance S.p.A.,
G.S. S.p.A., and Princes Property S.p.A.
Mr. Simon Harrison obtained a
degree in Business Studies from
the University of Sheffield in
1992. Afterwards he joined Allied
Breweries on their Graduate
Training programme before moving
to the role of Account Director
in 1998 at marketing agencies
Kilvington Leith Marketing and
Momentum, which was part of
the McCann Erickson group. In
2001 he began a 20-year career
with Coca-Cola Enterprises (now
Coca-Cola Europacific Partners).
During that time, he held various
senior roles including Sales
Director and Marketing Director
before being appointed to the
role of Vice President Commercial
Development (UK) in 2018. He
joined the Group in 2021 as Chief
Commercial Officer before quickly
progressing to the role of Deputy
Managing Director and has been
the CEO of the Group since April
2024. Mr. Harrison was appointed
as a Director of the Company on
1 June 2023.
Mr. Fabio Fazzari holds a degree in
Economics and Management from
the University of Turin, obtained in
2002. He began his career in 2003
as a financial analyst at Banca
Sella, where he developed a strong
foundation in financial analysis and
capital markets.
In 2006, he joined Equita SIM,
a leading independent Italian
investment bank, where he spent
over 14 years as an equity analyst
specialising in the consumer
sector. During this time, he built
extensive expertise in financial
modelling, valuation and investor
engagement, covering a broad
range of listed companies and
gaining deep insight into market
dynamics across European
consumer industries.
In 2020, Fabio joined Newlat
Group S.A. as Group Finance
Director, playing a key role in
strengthening the Group’s financial
structure and supporting its growth
strategy, including M&A activity.
He was appointed to the Board
of Princes Group on 30 July 2024
and currently serves as Chief
Financial Officer. In this role, he
is responsible for the Group’s
financial strategy, reporting and
control functions, and supports the
execution of its long-term strategic
and capital allocation priorities.
Mr. Giuseppe Mastrolia obtained a
degree in law from the University
of Bologna in 2014. In 2008, he
joined Newlat Food S.p.A. (now
NewPrinces S.p.A.), becoming a
member of the Board of Directors
and he holds the position of Chief
Commercial Officer and Managing
Director (Sales & Marketing
responsibility). He also holds the
position of Geschäftsführer of
Newlat Deutschland. As of April
2020, he also holds the position
of Vice-Chairman of the Board of
Directors of CLI and as of August
2021, he holds the position of
Executive Chairman in Symington’s
Limited. Starting from 2022, he
holds the position of Managing
Director of Princes France, and
he was appointed as a Director of
the Company on 30 July 2024. In
December 2025, he was appointed
Vice-Chairman of the boards
of Princes Retail S.p.A., Princes
Finance S.p.A., G.S. S.p.A., and
Princes Property S.p.A.
Committee Membership
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Benedetta Mastrolia
Investor Relations Director
David Gosnell
Senior Independent Director
Linda Main
Independent
Non-Executive Director
Louise George
Independent
Non-Executive Director
Ms. Benedetta Mastrolia obtained
a Bachelor Degree in Economics
and Business from the University
of London in 2017 and a Master
in Corporate Finance at the Cass
Business School, City University
London, in 2018. In 2014, she
joined the Board of Directors of
Newlat Group S.A. In October
2019, she was appointed Investor
Relations Manager of Newlat Food
S.p.A. (now NewPrinces S.p.A.).
In April 2020 she joined the Board
of Directors of CLI and in August
2021 she became director of
Symington’s. Ms. Mastrolia was
appointed as a Director of the
Company on 30 July 2024. In
December 2025, she joined the
boards of Princes Retail S.p.A.,
Princes Finance S.p.A., and Princes
Property S.p.A.
Mr. David Gosnell is an experienced
director with expertise in
consumer-facing businesses.
Mr. Gosnell’s career includes more
than 20 years with Heinz Foods,
where he held various international
positions including Operations
Director for Heinz Europe and the
Global Purchasing Director for
Heinz. Mr. Gosnell also spent more
than 16 years with the global drinks
company Diageo where he was a
member of the Global Executive
Committee from 2008 until he
retired from Diageo in 2014. Mr.
Gosnell was a non-executive
director of Brambles plc between
2006 and 2019, was the Chairman
of Bushmills, an Irish Whiskey
distiller based in Northern Ireland,
between 2015 and 2020 and is
currently the Chairman of FTSE
250 company Coats Group plc.
Mr. Gosnell was awarded by the
Queen the honour to become an
Officer of Most Excellent Order
of the British Empire (“OBE") in
June 2018 to recognise his years of
committed business services to the
economy of Ireland.
Mrs. Linda Main is an experienced
non-executive director with
considerable expertise in corporate
governance structures and risk
across a wide range of businesses.
Mrs. Main is a Chartered
Accountant who retired from
KPMG LLP in September 2023 after
a long career leading their Capital
Markets Advisory Group. Mrs. Main
was also a member of the UK board
of KPMG where she chaired the
Risk Committee and sat on the
Audit Committee. Mrs. Main is a
non-executive director at Earnz Plc
and MHA Plc, and chairs the Audit
Committees at both companies.
Mrs. Main is also a director of
the Quoted Companies Alliance
which champions smaller quoted
companies and is a partner at Gara
Strategic Advisory, a firm advising
companies contemplating initial
public offerings.
Mrs. Louise George is a highly
regarded Chief Financial Officer
with over 20 years’ board level
service with quoted companies
including substantial experience
of corporate transactions and
corporate governance. Between
2014 and 2024, as CFO of Belvoir
Group PLC (now part of the
Property Franchise Group PLC),
she helped to take the business,
via a buy and build strategy, from
a single brand residential property
lettings specialist to a multi-brand
property franchise group of scale
providing a range of services.
Mrs. George is a Chartered
Accountant, having qualified
with Ernst & Young in 1991,
and a Chartered Governance
Professional. In January 2025 she
was appointed as a non-executive
director of Franchise Brands plc of
which she is also the Chair of its
Audit and Risk Committee.
Committee membership
Nomination Committee
Audit & Risk Committee
Remuneration Committee
Related Party Transactions Committee
Committee Chair
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Report of the Nomination Committee
Angelo Mastrolia
Chair of the Nomination
Committee
Dear shareholder
On behalf of the Board, I am pleased to present
the Company’s first Nomination Committee
(“the Committee”) report as a listed company.
As the Board was only formally constituted in
November 2025, the Committee has not yet had
cause to meet formally. My focus in this report,
therefore, will be on describing the role the
Committee will fulfil going forward.
Committee membership
Angelo Mastrolia, David Gosnell, Linda Main and Louise
George were members of the Nomination Committee
as at 31 December 2025. The Committee meets its
requirement to comprise at least three Directors,
with the majority of members being Independent
Non-Executive Directors.
The Committee must also meet at least twice a year
and otherwise as required.
Roles and responsibilities
The role of the Committee is set out in its Terms of
Reference, which were approved by the Board on
5 November 2025 and are available on the Company’s
website. The Committee is responsible for the following
key activities:
•
Regularly reviewing the structure, size and
composition of the Board
•
Ensuring plans are in place for orderly succession
to the Board and senior management
•
Monitoring compliance with the Company’s Board
Diversity Policy
•
Ensuring that appointments and succession plans
are based on merit and objective criteria
•
Making recommendations on the composition
of the Board Committees
•
Reviewing annually the time required from Non-
Executive Directors
•
Evaluating annually the performance of the Board,
its Committees, the Chair and individual Directors
•
Ensure that new Directors receive a satisfactory
and appropriate induction programme
•
Make recommendations to the Board on any
area within its remit where action or improvement
is needed
•
Report to the Board after each meeting on
all matters within the Committee’s duties
and responsibilities
Committee evaluation
As the Company only completed its IPO in November
2025, an evaluation of its performance and
effectiveness has not yet been undertaken.
Focus for 2026
Over the coming year, the Committee will review Board
and senior management succession planning and, if
relevant, the Board’s policy on diversity and inclusion.
AGM and Director reappointment
In accordance with the provisions of the Code, all
Directors will retire at the forthcoming AGM in May
and seek re-election. All Directors continue to devote
sufficient time to the Company to enable them to
discharge their duties in full.
Number of meetings during 2025
0
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Director skill sets
Food / Retail
Financial / M&A
Commercial /
Marketing
Investor
Relations
Risk / Corporate
Governance
Angelo Mastrolia
✔
✔
Simon Harrison
✔
✔
Fabio Fazzari
✔
✔
✔
Giuseppe Mastrolia
✔
✔
Benedetta Mastrolia
✔
✔
✔
David Gosnell
✔
✔
✔
✔
Linda Main
✔
✔
✔
Louise George
✔
✔
✔
Board and Executive Management gender and ethnicity metrics
The following set out the gender and ethnicity metrics for the Board and Executive Management as at 31 December 2025. For this purpose,
we have defined Executive Management as being members of the Operating Board who report directly into Simon Harrison as CEO. The current
composition of the Board does not meet the gender or ethnicity diversity targets as set by the UK Listing Rules. The Committee will consider
these diversities as part of its future evaluation process when appointing new members to the Board.
Number of
Board Members
% of
the Board
Number of
Executive
Management
% of Executive
Management
Gender
Men
5
62.5
6
100
Women
3
37.5
–
–
Ethnicity
White British or other White (incl. minority white groups)
8
100
6
100
All employees:
Senior Leadership:
Direct Reports of SLT:
Male
54%
Female
46%
Male
87%
Female
13%
Male
64%
Female
36%
Angelo Mastrolia
Chair of the Nomination Committee
24 April 2026
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Report of the Audit & Risk Committee
Linda Main
Chair of the Nomination
Committee
Dear shareholder
As Chair of the Audit and Risk Committee
(“the Committee”), I am pleased to present
the Committee’s first report as a listed
company for the year ended 31 December 2025.
The Committee was formally established by the
Board following completion of the listing process.
The Committee will fulfil a vital role in the Company’s
governance framework, providing valuable independent
challenge and oversight of the accounting, financial
reporting and internal control and risk management
processes.
Committee members and attendance
The Committee comprises three Independent
Non-Executive Directors namely Linda Main (Chair),
David Gosnell and Louise George. Both Linda and
Louise are considered by the Board to have recent
and relevant financial experience with competence
and both are Chartered Accountants.
The Committee held one meeting between the
completion of the Company’s IPO in November
and the end of the financial year, which was
attended by all Committee members.
Looking ahead, the Committee has arranged its
scheduled meetings to align with key dates in the
Company’s financial calendar and in accordance
with a structured forward planner, developed with
the Company Secretary. Currently the Committee is
planning to meet at least four times per annum and
otherwise as required.
The external auditor, PricewaterhouseCoopers LLP
(“PwC”), is invited to attend each meeting together
with the CEO, the CFO, the Company Secretary and
Group Head of Internal Audit. Other representatives
from the finance, legal and compliance functions may
be invited to attend and speak at the Committee
meetings. The Committee also plans to periodically
seek the views of the external auditor in the absence
of management.
Committee key activities in 2025
As a result of the timing of the completion of the
Company’s IPO in November, the Committee met on
one occasion prior to the end of the financial year. At its
first meeting, the Committee considered, discussed and
debated a range of topics summarised below:
•
update from PwC on the preliminary audit strategy
and scope of the full year audit; and
•
being briefed on the Company’s Internal Audit and
Risk Management process.
Committee Attendance
Linda Main
1
David Gosnell
1
Louise George
1
Number of meetings during 2025
1
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Role and responsibilities
The role of the Audit & Risk Committee is set out in its
Terms of Reference, which were approved by the Board
of the Company on 5 November 2025 and are available
on the Company’s website.
The duties of the Committee include assisting the
Board in discharging its responsibilities with regards to:
•
financial reporting;
•
external and internal audit and controls;
•
reviewing and approving the annual audit plan;
•
reviewing the content of the Annual Report and
Accounts and, where requested by the Board,
advising whether, taken as a whole, the Annual
Report and Accounts are fair, balanced and
understandable;
•
reviewing and monitoring the extent of the non-
audit work undertaken by the external auditor;
•
overseeing the relationship with the external
auditor and making recommendations to the
Board regarding their reappointment;
•
assessing the external auditor’s independence
and objectivity;
•
reviewing the Company’s financial control systems
that identify, assess, manage and monitor financial
risks and other internal risk management systems;
•
overseeing the implementation and maintenance
of the overall risk management framework and
systems; and
•
reviewing the adequacy and security of the
Company’s whistleblowing arrangements,
and procedures related to fraud, bribery
and money laundering.
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Financial reporting
A key element of the Committee’s role is to assist the Board in its oversight of the quality and integrity of the Company’s reporting and its
accounting policies and practices. In line with its Terms of Reference, the Committee will monitor the Company’s year-end reporting process
to ensure that the Company provides accurate and timely financial results and that appropriate accounting standards and judgements were
implemented effectively. In doing so, the Committee will receive and discuss reports from leadership, including reports on the Company’s
management of risk and internal controls, the Group’s long-term viability, going concern and the work undertaken to ensure the Annual
Report was fair, balanced and understandable.
Significant issues considered in relation to the financial statements
Significant issues and accounting judgements are identified by the Group’s finance team and the external auditor and are reviewed by
the Committee. The significant issues considered by the Committee and details of how they were addressed in respect of the year ended
31 December 2025 are set out in the table below:
Significant issue:
How this was addressed by the Committee:
Joint arrangements
Judgement has been made regarding the classification of the EOL joint
arrangement as a joint operation. A judgement has been made regarding
the classification of EOL product sales as a principal, ensuring proper
recognition and presentation in the financial statements.
The Committee has reviewed the rights and obligations relating to the
joint arrangement, including the legal form of the vehicle, the terms of
the contractual arrangement and other relevant facts.
Debt factoring
Management has reviewed the debt factoring arrangements to determine
if substantially all of the risks and rewards associated with trade receivables
had passed to the third-party financial institution.
Management considered the credit risk, late payment and interest risk
and qualitative analysis.
The Committee has reviewed the assumptions and consideration of the
transfer of the risks and rewards of the factored trade receivables.
Retirement benefit schemes
Measurement of the defined benefit pension scheme requires the
estimation of future changes in salaries, inflation, longevity of current
and deferred members and discount rates.
Actuarial valuations of the Group’s pension scheme obligations are
undertaken by independent qualified actuaries who also provide advice to
management on the assumptions to be used in preparing the accounting
valuations each year. Details of the assumptions made in the current and
previous year are disclosed in note 27 of the financial statements together
with the basis on which those assumptions have been made.
The Committee discussed with management the key judgements made
and were satisfied that the judgements were reasonable and considered
the adequacy of disclosures made in respect of the sensitivity to changes
in the key assumptions.
Deferred tax assets
Recognition of deferred tax in the financial statements is dependent
on subjective judgements regarding the ability of the Group to use
tax losses within the time limits imposed.
The Committee reviewed and challenged the non-recognition of deferred
tax assets at the balance sheet date. The Committee were satisfied that the
judgements were reasonable and the amounts recognised were appropriate.
Impairment of goodwill, intangibles, property, plant and equipment,
right-of-use assets and investments (Parent Company only)
Assessment for impairment involves comparing the book value of an
asset with its recoverable amount, being the higher of value in use and
fair value less costs of disposal. Value in use is determined with reference
to projected future cash flows discounted at an appropriate rate. Both
the cash flows and the discount rate involve a significant degree of
estimation uncertainty.
The Committee reviewed the results of the impairment testing and
the carrying value of certain of the Group’s assets. The results of the
impairment testing included management’s assumptions in respect of
cash flows, long-term growth rates and discount rates. The Committee also
considered sensitivities to changes in assumptions and related disclosure,
as required by IAS 36. The impairment testing is based on a number of key
assumptions that rely on management judgement and concluded that no
impairment was required in 2025 (2024: none). Further information is set
out in notes 13 and 14 of the financial statements.
Commercial arrangements
Commercial payments to customers in the form of rebates and
discounts represent significant balances in the income statement and
balance sheet. Calculations of these balances require management
assumptions and estimates, including volumes sold and the period
of the arrangements.
The Committee reviewed the assumptions and estimates and the level
of accruals and provisions.
Viability and going concern
The Board considered future performance and cash flows in its going
concern assessment, through to December 2027, and its viability
statement over the next three years. Management has undertaken a
detailed financial modelling exercise that has considered the impact
on profit, cash and working capital of a number of potential scenarios.
The Committee has reviewed and challenged the scenarios considered by
management and concluded that these, and the stress-testing scenarios
and assumptions, were appropriate and adequate.
Report of the Audit & Risk Committee
continued
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Fair, balanced and understandable
The Audit Committee supports the Board in ensuring that the Annual
Report taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy.
Having completed its assessment, the Committee is satisfied
that, taken as a whole, the Annual Report is fair, balanced and
understandable allowing the Committee to provide positive
assurance to the Board to assist it in making the statement
required by the Code.
Risk management and internal controls
Internal Audit, risk and internal control
A key role of the Committee is to provide oversight and support to
the Board with regard to the implementation and maintenance of
the overall risk management framework and systems. The Group’s
assessment of its principal risks and uncertainties is set out on
pages 50 to 55.
The Group has in place a comprehensive risk management and
internal control framework to protect the business from the material
risks which have been identified and managed by the Group’s Internal
Audit team. The team serves as an independent review function for
the Board and all levels of management. Its role is to understand the
Company’s key risks and to examine and evaluate the adequacy and
effectiveness of its systems of risk management and internal control.
Its responsibilities include reviewing, appraising and reporting on:
•
the adequacy and effectiveness of the Company’s systems of
operational controls, including outsourced services, financial
controls, and management controls and their operation;
•
the integrity of processes and systems, including those under
development, to help ensure that controls offer adequate
protection against error, fraud and loss;
•
the Company’s policies, standards and procedures including their
use and appropriateness; and
•
the operation of the Company’s corporate governance and risk
management arrangements.
In accordance with the requirements of the Code, the Committee
confirms it has reviewed the Group’s risk management and internal
control systems. No significant failings or weaknesses were identified
that may significantly impact the financial, operational and
compliance controls.
Forthcoming Competitive Audit Tender Process
In the previous ten years, the Company has not undertaken a formal
competitive tender process for its statutory audit services.
Following the Company’s admission to the FTSE 350 in December
2025, and in accordance with the Company’s obligations under the
“Statutory Audit Services for Large Companies Market Investigations
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014”, the Company will formally
tender its statutory audit services during the 2026 financial year,
for the completion of 2026 year end audit.
The Committee will oversee this tender process in conjunction
with the Company’s finance team.
The Company’s current audit firm, PricewaterhouseCoopers LLP, were
first appointed for the period ended 31 December 2024 and will be
eligible to be considered in the tender process.
An assessment of the effectiveness of the auditor will be undertaken
in 2026.
The Company will update the market in due course on the conclusion
of the tender process and full details of the tender process will be
included in the Committee’s report for the 2026 Annual Report.
Independence and objectivity
The Committee oversees the process for approving all non-audit work
undertaken by the external auditor to ensure the Company does not
impair or compromise its objectivity, effectiveness or independence
and that engagement satisfies all relevant ethical standards.
The Committee has approved a non-audit services policy which
clearly sets out those non-audit services that the auditor is able to
undertake on behalf of the Company. The policy is in line with the
recommendations set out in the UK Corporate Governance Code
2024. During FY 2025, the non-audit fee was £2.56 million which
was primarily related to the Company’s IPO.
During the period ended 31 December 2024 and up to 11 February 2025,
PricewaterhouseCoopers LLP provided a non-audit service in the
form of the licensing of a quarterly VAT e-filing tool, for a fee ranging
from £135 to £320 plus VAT for the company and three related
entities of the company. As the company was an “Other Entity of
Public Interest” throughout this period, the continued use of the
VAT e-filing tool was an impermissible service and has resulted in an
inadvertent breach of paragraphs 5.40 and 5.42 of the FRC Ethical
Standard 2019 and 2024. The Committee confirms that based on the
assessment of the breach, the nature and scope of the services and
the subsequent action taken, the provision of the services did not
affect the objectivity, effectiveness or independence in connection
with the audit for the period ended 31 December 2024 and
31 December 2025.
Policies
The Group has the following policies in place and during 2026 the
Committee will receive briefings and review the policies to ensure
that they provide the necessary controls and reporting procedures:
•
Anti-Bribery and Corruption
•
Whistleblowing and Fraud Prevention Procedures
Committee evaluation
As the Company only completed its IPO in November 2025, the
Committee has only existed for a short time and an evaluation
of its performance and effectiveness has not yet been undertaken.
Linda Main
Chair of the Audit & Risk Committee
24 April 2026
Dear shareholder
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Chair’s Introduction
Dear Shareholder,
As Chair of the Remuneration Committee (“the
Committee”), I am pleased to present the Committee’s
first report as a listed company for the year ended
31 December 2025. The Company was admitted to
the Main Market of the London Stock Exchange on
5 November 2025 and included as a constituent of
the FTSE 250 on 22 December 2025.
Committee Members and Attendance
The Committee comprises three Independent Non-
Executive Directors namely Louise George (Chair),
David Gosnell and Linda Main. The Committee held one
meeting between the completion of the Company’s
IPO in November and the end of the financial year,
which was attended by all Committee members. Going
forward, the Committee will meet formally at least
twice each year and otherwise as required.
Role and Responsibilities
The role of the Remuneration Committee is set out
in its terms of reference, which were approved by the
Board of the Company on 5 November 2025 and are
available on the Company’s website.
The duties of the Committee include assisting the Board
in discharging its responsibilities with regards to:
•
Setting the remuneration policy for all Executive
Directors and the Company’s chair, including
pension rights and compensation payments.
•
Recommending and monitoring the level and
structure of remuneration for senior management.
•
Reviewing the design of all share incentive plans for
approval by the Board and shareholders.
Committee key activities in 2025
At its only meeting, the Committee considered,
discussed and debated a range of topics including:
•
The appointment of a remuneration advisor.
•
The development of a formal remuneration policy.
•
The development of KPIs and bonus and share
incentive plans.
Number of meetings during 2025
1
Remuneration Committee report
Louise George
Chair of the Remuneration
Committee
Committee Attendance
Louise George
1
David Gosnell
1
Linda Main
1
On behalf of the Board, I am pleased to present
the Company’s first Remuneration Committee
(“the Committee”) report as a listed company
for the year ended 31 December 2025.
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Performance Context
This has been a year of substantial change and achievement across
the business. The IPO has been a key focus of the Company over
the last year. As described elsewhere in this document, the Group
performed strongly during the year, demonstrating continued
execution of its strategy focused on margin-accretive growth,
operational efficiency and disciplined portfolio management. As
anticipated, deflationary pricing conditions across several core
raw materials, consistent with the Group’s pass-through pricing
mechanics, and the deliberate rationalisation of lower-margin
contracts, impacted revenue.
Interim Remuneration Approach
As the Company listed during the financial year, no shareholder-
approved remuneration policy was in place during the reporting
period. Following the listing, the remuneration arrangements
have operated as expected. The listing prospectus stated that the
remuneration arrangements for the Directors would be reviewed
by the Remuneration Committee following Admission and that the
Company expected to adopt an incentive plan to align the interests
of management and shareholders in due course.
A formal policy, as stated in the following section, will be proposed
for shareholder approval at the 2026 AGM.
Work is still ongoing on certain aspects of the remuneration policy. In
particular, the policy does not provide for long term incentive awards
(other than a Save As you Earn Scheme to be put to shareholders at
the 2026 AGM) or include a shareholding guideline. The Committee
will continue to consider its Remuneration Policy during 2026,
including the introduction of a long-term incentive plan and a
shareholding guideline. The introduction of new share incentive plans
and changes to the Remuneration Policy will be put to shareholders
for approval as appropriate and required.
Remuneration decisions are guided by the principles of:
•
Attracting and retaining high calibre leadership.
•
Ensuring transparency and proportionality.
•
Aligning with shareholder interests.
In relation to UK Corporate Governance Code provision 41, an
explanation of the strategic rationale for executive directors’
remuneration policies, structures and performance metrics is set
out in the Policy section below. The Committee sees that executive
remuneration is appropriate in the light of the need to attract and
retain key executives. It has taken, and will continue to take, account
of internal and external measures including pay ratios and gaps.
Subject to approval of the Remuneration Policy, the Committee will
report next year on whether the policy has operated as intended
in terms of company performance and quantum, and, if not, what
changes are necessary. Information on engagement with shareholders
and employees is set out in the Policy section below. Subject to
approval of the Remuneration Policy, the Committee will report
next year on whether discretion has been applied to remuneration
outcomes and why.
Executive Remuneration in 2025
Simon Harrison, Chief Executive Officer, is the only Executive Director
who was employed by the Company and received remuneration from
the Company during 2025. His salary during 2025 was £418,950. No
formal annual bonus plan was in operation during 2025. Information
on Simon Harrison’s other remuneration during 2025 is set out later
in this report. Simon Harrison neither held nor was awarded any long-
term incentive awards during 2025.
During 2025, the other Executive Directors, Angelo Mastrolia,
Fabio Fazzari, Giuseppe Mastrolia and Benedetta Mastrolia, were
not employed by the Company and received no remuneration from
the Company. They had service agreements pursuant to their roles
with the major shareholder or Newlat Group S.A. and entered into
associated letters of appointment with the Company as executive
directors of the Company. These letters of appointment did not
provide for any remuneration from the Company for their services
as executive directors.
Remuneration in 2026
The CEO’s annual salary has not changed since IPO and from
1 January 2026 is £418,950. The annual salary effective 1 January
2026 of each of Angelo Mastrolia, Executive Chairman, Fabio Fazzari,
Chief Financial Officer and Giuseppe Mastrolia, Chief Commercial
Officer and Managing Director, is £221,000. The salary effective
1 January 2026 of Benedetta Mastrolia, Executive Director and
Investor Relations Director, is £156,000.
The Remuneration Committee will review the pension arrangements
of the Executive Directors during 2026 taking into account those
available to the majority of the UK workforce.
The Company will operate an Executive Bonus Scheme in 2026 as
outlined in the Policy Section below, subject to shareholder approval
of the Remuneration Policy. The maximum bonus opportunity is 50%
of salary.
The Company intends to adopt and implement a Company-wide UK
Save As You Earn Scheme during 2026.
The Company is currently considering what long-term incentive plan
will work best for the Executive Directors and Senior Managers in the
business. The implementation of any long-term incentive plan will be
subject to shareholder approval of a revised Remuneration Policy and
a new long term incentive plan.
Concluding remarks
The Committee as a whole remains committed to ensuring that
responsible decisions are made around pay. We welcome the views of
our shareholders and will aim to best represent these views wherever
possible in our proposals, while ensuring that our remuneration
packages remain fair and competitive. I look forward to your support
on both our Directors’ Remuneration Policy and our Directors’
Remuneration Report at the forthcoming AGM.
Louise George
Chair of the Remuneration Committee
24 April 2026
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Directors’ Remuneration Policy
The Company is still reviewing and setting some aspects of its remuneration policy as stated above. The policy set out below will be put to a
binding shareholder vote at the Company’s Annual General Meeting in May 2026 and will apply to payments made from the date of approval.
The information provided in this section of the Remuneration Report is not subject to audit.
Purpose
Operation
Maximum potential value
Performance conditions
Base Salary
Competitive fixed salary that
attracts and retains key individuals,
reflecting the Company’s current
scale and growth ambitions.
Reflects likely shareholder views
and set in context of peer data.
Appropriate differentials reflecting
seniority.
Paid in cash.
Salaries will be reviewed annually
in line with the financial year. Any
changes are effective 1 January.
Base salaries are set at appropriate
level, based on comparable sized
business and reflecting personal
and company performance.
Not applicable.
Pension
Supports recruitment and
retention of high calibre Executive
Directors.
Policy is to provide a contribution
to a defined contribution scheme
at a proportion of base salary.
Simon Harrison receives a cash
contribution in lieu of a payment
to the Company’s pension scheme.
He participates in a legacy scheme
whereby his pension contribution is
30% of a Scheme Specific Earnings
Cap (“SSEC”). From 1 April 2026,
the SSEC is £248,800 (so the
effective cash contribution is circa
17.8% of Simon’s base salary)
and this is increased each year on
1 April in line with the retail prices
index as in September of the
prior year.
The Remuneration Committee will
review the pension arrangements
of the Executive Directors during
2026 taking into account those
available to the majority of the UK
workforce.
For future UK Executive Director
appointments, they will join the
Company’s Defined Contribution
scheme and will only be eligible
to receive the same pension
contributions as all UK employees,
being five percent contribution
from the employee and 9.5 percent
contribution from the Company.
Alternatively, Executive Directors
may receive a cash equivalent.
The other Executive Directors,
based in Italy, do not currently
receive a pension contribution
from the Company due to tax
considerations.
Not applicable.
Benefits
Supports recruitment and
retention of high calibre Executive
Directors
Policy is to provide a range
of benefits that are market
competitive.
Car allowance, private medical
insurance and death in service
insurance. Other benefits may be
offered in line with market practice
if is considered appropriate to do so.
Not applicable.
Remuneration Committee report
continued
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Purpose
Operation
Maximum potential value
Performance conditions
All Employee Share Schemes such as Save As You Earn
To provide opportunities for the
Directors to voluntarily invest in
the Company on the same terms as
other UK employees.
Executive Directors are eligible to
participate in any UK all-employee
share plan operated by the
Company, in line with prevailing
HMRC guidelines (where relevant),
on a basis consistent with other
eligible employees.
In line with prevailing HMRC limits.
Not applicable.
Annual Bonus
Supports a performance-based
culture linking pay to performance.
Attractive and effective structured
annual bonus that supports
recruitment and retention.
Aligns with business performance
over the near term.
Annual cash bonus is based on
targets determined at the start
of each year. A bonus pool begins
to accrue once a minimum net
income level has been achieved.
Malus and clawback provisions
apply as detailed below.
50% of base salary.
Performance is measured through a
combination of “quantitative” and
“qualitative” financial, business,
operational and functional targets,
objectives and personal KPIs.
Personal performance is also
assessed against overall contribution
and alignment to the Company’s
Code of Conduct and Values.
The Committee has the discretion
to vary targets, workings and
weightings from year to year.
For commerciality reasons, these
targets will only be stated in the
following financial year’s annual
report once the performance
period has been completed.
LTIPs
Supports recruitment and
retention and aligns remuneration
and business performance and
shareholder interests over the long
term.
The Company is currently considering what incentive plan would be appropriate for the business.
Shareholding Requirement
The Company is currently considering whether Executive Directors should be required to build a holding of beneficially owned shares in the Company.
Further details will be provided in the FY 2026 Annual Report.
NED fees
Supports the appointment of high
calibre NEDs.
Base fee plus reasonable expenses.
Base fees NEDs are set with
reference to market rates.
Additional fees are paid for
additional responsibilities,
e.g. committee chair.
Not applicable.
Note that because the Company is not proposing a long-term incentive plan or policy, the notes below do not cover long term incentives.
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Remuneration Committee report
continued
Detailed provisions
The Remuneration Committee may make any remuneration payments
and payments for loss of office (including exercising any discretion
available to it in connection with such payments) notwithstanding
that they are not in line with the other terms of this Policy, where the
terms of the payment were agreed either: (i) before this Policy became
effective; or (ii) at a time when the relevant individual was not a
Director of the Company and the payment was not in consideration
for the individual becoming a Director of the Company.
The Remuneration Committee may make minor amendments to
the Policy to aid its operation or implementation without seeking
shareholder approvals (e.g. for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation)
provided that any such change is not to the material advantage
of the Director.
Performance measures and target setting
The annual bonus measures are reviewed and chosen to focus
executive rewards on delivery of key targets and objectives. The
Remuneration Committee sets targets taking into account external
forecasts, internal budgets and business priorities, and are designed
to be appropriately stretching. Targets and underpins may be set
which provide the Remuneration Committee judgement in assessing
the extent to which they have been met.
The Remuneration Committee may adjust the targets or the
calculation of performance measures and payment levels where
appropriate to do so, including to take account of events not
foreseen at the time the targets were set, to ensure they remain
a fair reflection of performance over the relevant period. When
considering performance outcomes, the Remuneration Committee
will look beyond formulaic results and consider the use of discretion
to ensure the outcomes align with the overall business or individual
performance and the wider stakeholder experience. While the
Remuneration Committee anticipates that any such discretion would
normally result in a reduction, the Remuneration Committee reserves
the right to make an upwards adjustment if considered appropriate.
Remuneration committee discretion
In line with market practice and the various scheme rules, the
Committee retains discretion relating to operating and administering
the annual bonus. This discretion includes, but is not limited to, the
matters below. The Annual Bonus Plan: the scheme participants; the
review, setting and weighting of annual performance targets; the
determination and calculation of any bonus payment; the timing
of any bonus payments; determination of the treatment of leavers
depending on the circumstances; determination of bonuses for new
joiners during the year depending on the circumstances; and the
determination of bonuses in the event of a change in control.
In line with the UK Corporate Governance Code, in respect of annual
bonus the Remuneration Committee may exercise its discretion to
override formulaic outcomes derived from performance conditions.
This may include, without limitation, to reflect overall corporate
performance, the experience of shareholders of the Company
in terms of value creation and if the business has suffered an
exceptional negative event.
Malus and clawback
Malus and clawback provisions may be operated at the discretion of
the Remuneration Committee in respect of the bonus.
The Remuneration Committee may, at its absolute discretion, reduce,
cancel or impose additional conditions on any bonus award prior to
payment if it determines that any of the following circumstances has
occurred: a material misstatement of the Company’s financial results;
material misconduct, negligence or serious underperformance by the
colleague; a material failure of risk management, internal controls or
regulatory compliance; the colleague having caused, or contributed
to, significant reputational damage to the Company; or an error
or inaccuracy in the calculation of the Bonus Award or associated
performance metrics.
For a period of up to three years following payment of any bonus
award, the Remuneration Committee may require the colleague to
repay or return all or part of such bonus award if: any of the malus
triggers are subsequently identified; or new information comes to
light which, had it been known at the time, would have resulted
in a reduced or cancelled bonus award. Clawback may be applied
using any lawful method, including but not limited to: repayment of
cash; or set off against future remuneration or awards (to the extent
permitted by law).
Directors Service Agreements and Letters of Appointment
Date of
appointment
Date of
agreement/
letter of
appointment
Notice from
Company
Notice from
individual
Executive Directors
Simon Harrison
01/04/2024
01/04/2024
12 months
12 months
Angelo Mastrolia
30/07/2024
01/01/2026
3 months
3 months
Fabio Fazzari
30/07/2024
01/01/2026
3 months
3 months
Giuseppe
Mastrolia
30/07/2024
01/01/2026
3 months
3 months
Benedetta
Mastrolia
30/07/2024
01/01/2026
3 months
3 months
Non-Executive Directors
David Gosnell
01/10/2025
01/10/2025
3 months
3 months
Louise George
01/10/2025
01/10/2025
3 months
3 months
Linda Main
01/10/2025
01/10/2025
3 months
3 months
The maximum notice period for an Executive Director is 12 months.
For 2025, each of Angelo Mastrolia, Fabio Fazzari, Giuseppe Mastrolia
and Benedetta Mastrolia had service agreements pursuant to their
roles with the NewPrinces S.p.A. or Newlat Group S.A. and had
entered into associated letters of appointment with the Company as
Executive Directors of the Company. Each letter of appointment was
terminable by either party on not less than 3 months’ prior written
notice. With effect from 1 January 2026, these Executive Directors
have entered into formal service agreements with the Company and
will be remunerated directly by the Company. Each of them will be on
three months’ notice, either from themself or from the Company.
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Policy on recruitment
When hiring a new Executive Director, the Committee will
consider the overall remuneration package with reference to the
Remuneration Policy set out in this report. Salary and annual bonus
levels will be set so as to be competitive with comparable roles
in companies in similar sectors, and also taking into account the
experience, seniority and the scope of responsibility of the appointee
coming into the role. New Executive Directors will be able to
participate in the annual bonus scheme on a pro-rated basis for the
portion of the financial year for which they are in post. New Executive
Directors may receive benefits and pension contributions in line with
the Company’s existing policy for New Executive Directors.
The maximum level of variable remuneration which may be granted
to a new recruit (excluding the value of any buy-out award) is in line
with the policy limits.
The approach in respect of compensation for forfeited remuneration
from a previous employer will be considered on a case-by-case
basis taking into account all relevant factors, such as the form
of compensation forfeited, performance achieved or likely to be
achieved, and the proportion of the performance period remaining.
If any compensation for forfeited remuneration is paid, it may be
awarded with non-standard performance conditions, or without
performance conditions and with a shorter vesting period and
without a holding period to reflect the profile of forfeited awards.
Any such arrangements would be disclosed in the following year’s
Annual Report. This discretion reflects that available to Main Market
companies under UK Listing Rule 9.3.2.
In the case of an internal appointment to an Executive Director role,
any variable pay element in respect of a prior non-Board role would
be allowed to pay out according to its terms. Discretion to vary from
the policy may also be exercised in the following circumstances:
(1) for a short-term/interim appointment; (2) where the Chair
or a Non-Executive Director is appointed for a short period; (3)
where an Executive Director is appointed mid-year, performance
conditions for annual bonus may be tailored for this or amounts
transferred pro-rata by month to the following year; (4) where an
Executive Director is hired from a location with different benefits
that the Remuneration Committee sees appropriate to buy out (but
not variable remuneration which is covered above); (5) relocation
expenses – one-off and/or ongoing including tax equalisation; and (6)
legal and similar expenses.
Policy on payments for loss of office
The following sets out the Company’s policy in normal circumstances
with regard to exit payments for each remuneration element for
Executive Directors. The Group will pay any amounts it is required
to in accordance with or in settlement of a Director’s statutory
employment rights and in accordance with their service contract. A
Director’s service contract may be terminated without notice and
without any further payment or compensation, except for sums
accrued up to the date of termination, on the occurrence of certain
events such as serious dishonesty, gross misconduct, incompetence,
or wilful neglect of duty.
Basic salary: This will be paid over the contractual notice period.
However, the Company has the discretion to make a lump sum
payment for termination in lieu of notice.
Benefits and pension contributions: These will normally continue to
be provided over the notice period; however, the Company has the
discretion to make a lump sum payment on termination equal to the
value of the benefits payable during the notice period.
Annual bonus: If an employee ceases employment before the bonus
payment date, their entitlement to an annual bonus will generally
lapse. However, in the case of a “good leaver”, the Remuneration
Committee may exercise discretion to award a pro-rata bonus
based on the period worked and performance achieved before the
termination date. Any bonus payment to a good leaver is subject to
the usual performance conditions and Company discretion and may
not become payable until the normal payment date.
Consideration of employment conditions elsewhere in
the Company
The Committee considers the pay and conditions of employees
throughout the Group when determining the remuneration
arrangements for Directors although no direct comparison metrics
are applied. In particular, the Committee considers the relationship
between general changes to UK employees’ remuneration and
Executive Director reward. The Committee does not consult with
employees as part of the process of determining executive pay.
The Committee has not used comparison measurements but will
do in future.
Differences in Remuneration policy for employee’s vs
Executive Directors
The principles behind the Remuneration Policy for Executive
Directors are cascaded down through the Group. They aim to attract
and retain the best people and to focus their remuneration on the
delivery of long-term sustainable growth by using a mix of salary,
benefits, bonus. As a result, no element of the Executive Director
Remuneration Policy is operated exclusively for Executive Directors.
The annual bonus scheme for Executive Directors is largely the
same as that of the rest of the Executive Committee and other
senior employees. A pension scheme is operated for all permanent
employees. The contribution levels for new Executive Directors will
be aligned to those of the majority of other UK employees.
Statement of consideration of shareholder views
Looking forward, the Committee will consider Shareholder
views when evaluating and setting remuneration strategy. The
Company welcomes dialogue with its shareholders over matters
of remuneration. When significant changes or decisions are in
contemplation, the Chair of the Remuneration Committee may
consult major shareholders in advance.
The Committee engaged with the majority shareholder when drafting
the Remuneration Policy which is to be put to a shareholder vote
at the 2026 AGM. No views in respect of directors’ remuneration
expressed to the Company by other shareholders have been taken
into account in the formulation of the directors’ remuneration policy
at this point.
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Remuneration Committee report
continued
Simon Harrison (CEO)
Minimum
£–
£200,000
£400,000
£600,000
£800,000
Target
Maximum
Max +50%
SP appr
Salary, pension and car scheme
Bonus scheme
Fabio Fazzari (CFO)
Minimum
£–
£100,000
£200,000
£300,000
£400,000
Target
Maximum
Max +50%
SP appr
Salary
Bonus scheme
Giuseppe Mastrolia
Minimum
£–
£100,000
£200,000
£300,000
£400,000
Target
Maximum
Max +50%
SP appr
Salary
Bonus scheme
Angelo Mastrolia
Minimum
£–
£100,000
£200,000
£300,000
£400,000
Target
Maximum
Max +50%
SP appr
Salary
Bonus scheme
Benedetta Mastrolia
Minimum
£–
£100,000
£50,000
£150,000
£200,000
Target
Maximum
Max +50%
SP appr
Salary
Bonus scheme
£250,000
Illustrations of the Remuneration Policy
The charts below represent indications under four performance scenarios (“Minimum”, “Target”, “Maximum” and “Maximum assuming a 50%
share price appreciation” between award and vesting of a long term incentive – as required by the Directors’ Remuneration Regulations) of
the potential remuneration outcomes for each Executive Director resulting from the application of the 2026 base salaries to awards made in
accordance with the proposed policy. Note that the Company does not currently have any long-term incentive plan in place and as such no
amounts are included for long term incentives.
The scenario charts are based on the proposed policy award levels and are calculated on the same basis as the single figures of remuneration.
The pay scenarios are forward looking and only serve to illustrate the proposed policy.
Performance scenarios
Minimum
•
Fixed elements of remuneration only – base salary, benefits, pension for 2026
Target performance
•
Fixed elements as outlined above
•
50% of the maximum payout under annual bonus
Maximum
performance
•
Fixed elements as outlined above
•
100 % of the maximum payout under annual bonus
Maximum
performances plus
50% share price
growth
•
Fixed elements as outlined above
•
100% of maximum pay-out under annual bonus
100%
17%
83%
29%
71%
29%
71%
100%
100%
100%
20%
80%
20%
80%
20%
80%
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
33%
67%
100%
20%
80%
33%
67%
33%
67%
£504,843
£221,000
£221,000
£156,000
£221,000
£276,250
£276,250
£195,000
£276,250
£331,500
£331,500
£234,000
£331,500
£331,500
£331,500
£234,000
£331,500
£609,581
£714,318
£714,318
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Annual Remuneration Report
Single Total Figure Remuneration (audited information)
The following table sets out the total remuneration for Executive Directors for 2025.
Director
Annual
Salary and
fees
(£)
Benefits
(£)
Pension
Contributions
(1)
(£)
Total
Fixed Pay
Annual
Bonus
LTIP
(£)
Total
variable
Total pay
(£)
Total pay
FY 2024
(2)
(£)
Executive Directors
Simon Harrison
418,950
27,893
70,830
517,673
0
0
0
517,673
375,458
Non-Executive Directors
David Gosnell
15,000
15,000
–
Linda Main
15,000
15,000
–
Louise George
15,000
15,000
–
Notes:
1.
Mr Harrison receives a cash contribution in lieu of a payment to the Company’s pension scheme. Pension contribution is 30% of salary subject to scheme specific
cap. Accordingly, Mr Harrison’s pension contribution is restricted to £70,830.
2.
For a nine-month period from 1 April 2024 to 31 December 2024.
3.
In FY 2024, Mr Harrison’s pay consisted of £366,323 of salary and £9,135 of benefits.
Salary
The CEO’s salary for 2025 was £418,950.
Each of Angelo Mastrolia, Fabio Fazzari, Giuseppe Mastrolia and Benedetta Mastrolia had service agreements pursuant to their roles with the
NewPrinces S.p.A. or Newlat Group S.A. and had entered into associated letters of appointment with the Company as Executive Directors of
the Company. Accordingly, they did not receive any remuneration from the Company during 2025. For FY 2026 onwards, they will have service
contracts with the Company and will therefore receive remuneration from it.
Benefits (audited information)
The CEO’s benefits including ad hoc bonuses for the year totalled £27,893, comprising a company car benefit of £10,900 and private medical
insurance of £1,283. In lieu of a salary increase for 2025, a one-off payment of £9,426 was made. In addition, a one-off bonus of £3,142 was
awarded following completion of the IPO and a bonus of £3,142 will be paid in April 2026 based on 2025 EBITDA.
No formal annual bonus plan was in place during 2025, and no annual bonuses were awarded in respect of the period.
Long term incentives (audited information)
No LTIP or share incentive plans for Executive Directors were in place during the period. The Company is currently considering what incentive
plan will work best for the Executive Directors and Senior Managers in the business. Further details will be provided in the FY 2026 Annual
Report and, if required, shareholder approval sought at the 2027 Annual General Meeting.
Non-Executive Director Fees
The annual fees of the Non-Executive Directors effective from the date of admission are shown below.
Director
Base Fee
(£)
SID and Deputy
Chair Fee
(£)
Committee Chair
Fee
(£)
Total Fee
(£)
David Gosnell
50,000
10,000
–
60,000
Linda Main
50,000
–
10,000
60,000
Louise George
50,000
–
10,000
60,000
Payments to former Directors (audited information)
No payments were made to former Directors of the Company during the year.
Payments for loss of office (audited information)
No payments were made to Directors in relation to loss of office during the year. (2024: £400,000).
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Remuneration Committee report
continued
Directors’ Interest in Shares (audited information)
The interest of the Directors, and persons connected with them, as at 31 December 2025 in the ordinary shares of the Company are set out
below. There have been no changes in these holdings between 31 December 2025 and the date of this Annual Report.
Director
Held at 31 December 2025
Angelo Mastrolia
(1)
Benedetta Mastrolia
(1)
Giuseppe Mastrolia
(1)
213,976,937
Simon Harrison
–
Fabio Fazzari
–
David Gosnell
12,631
Linda Main
4,210
Louise George
12,631
Notes:
1.
Angelo Mastrolia holds shares indirectly through NewPrinces S.p.A. and Newlat Group S.A. Angelo, Benedetta and Giuseppe Mastrolia are deemed to be part of a
concert party. Neither Benedetta nor Giuseppe Mastrolia hold shares in their own right.
There are currently no requirements or guidelines for directors to hold shares in the Company. There are currently no long-term incentive
awards in place.
Performance graph and CEO remuneration table
The chart below compares the total shareholder return performance of the Company over the period from admission to 31 December 2025
to the performance of the FTSE 250. The FTSE 250 index has been chosen because the Company has been a member of this index in the year,
being included from 22 December 2025. The base point in the chart for the Company equates to the IPO offer price of £4.75 per share.
The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and long-term incentive vesting levels
as a percentage of maximum opportunity over this period.
Performance vs. FTSE 250 Index
Graph of Company share price and FTSE 250 index from 5 November 2025 to 31 December 2025.
105
100
95
5 November 2025
31 November 2025
December 2025
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Chief Executive Officer Historic remuneration
2025
CEO single figure of remuneration
£517,673
Annual bonus pay-out (as a % of max)
Not applicable – no formal annual bonus scheme in place
Long term incentive vesting (as % of max)
Not applicable
Annual percentage change in remuneration of Directors and employees
Simon Harrison was the only individual to serve as a Director in the nine-month financial period ended 31 December 2024 and the financial
year ended 31 December 2025. As the other Directors did not serve in both periods they have been excluded from this table but will be included
going forward. The change in the salaries, bonus and benefits compared to those of the wider workforce is set out below.
Salary/fees
2024 to 2025
Benefits
2024 to 2025
Annual Bonus
Executive Directors
Simon Harrison
0%
0%
Not applicable
Wider workforce
0.25%
0%
Not applicable
Note: Benefits above include company car and PMI. There was no formal Annual Bonus Scheme is place in 2024 or 2025.
In the table above, the wider workforce percentages are calculated by determining full-time equivalent (FTE) remuneration for all UK
employees for the 2025 financial year. Employees are then ranked based on the relevant categories of remuneration and the 50th percentile
in each is used as the comparative measure.
CEO Pay Ratio
Princes used the prescribed Option A methodology when calculating pay ratios. Option A was chosen as it is the most thorough calculation
methodology, and the one which provides most accuracy with regards to pay ratio reporting. Calculated on 17 March 2026, we determined
total full time equivalent (FTE) remuneration for all UK employees for the 2025 financial year (pay from 1 January 2025 to 31 December
2025 inclusive), including wages/salary, taxable benefits, annual bonus, any share based remuneration and employer pension contributions,
consistent with the CEO single total figure basis. We then ranked employees and identified the 25th, 50th (Median) and 75th percentiles to
calculate the CEO pay ratios, which are shown in the table below.
25th Percentile
pay ratio
50th Percentile
(median) pay ratio
75th Percentile
pay ratio
2025 Total remuneration
14:1
12:1
9:1
2025 Salary
14:1
11:1
8:1
CEO
£’000
25th Percentile pay
£’000
50th Percentile
(median) pay
£’000
75th Percentile pay
£’000
2025 Total remuneration
518
36
44
57
2025 Salary
419
31
40
52
This financial year marks the first time Princes has reported CEO pay ratios, following the Company’s IPO in October 2025.
The Committee has considered the pay data and is satisfied that the ratio is consistent with the Company’s wider policies on pay, reward and
progression.
Relative Importance of the Spend on Pay
The following table sets out the amounts paid in dividends and buy backs, and total remuneration paid to all employees.
2025
£m
Total expenditure on remuneration
244
Dividends payable to shareholders and share buy backs
0
Statement of voting at AGM
There is no historical voting to disclose on Directors’ remuneration as the 2026 AGM will be the Company’s first as a publicly listed company.
AGM voting outcomes will be disclosed in future reports.
Louise George
Chair of the Remuneration Committee
24 April 2026
Related Party Transactions Committee report
Dear shareholder
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Committee membership
The independent Non-Executive Directors are
the members of the Committee: David Gosnell,
Linda Main, and Louise George. David Gosnell is Chair.
Role and responsibilities
The role of the Committee is set out in its Terms of
Reference which were approved by the Board of the
Company on 5 November 2025 and are available on
the Company’s website.
The Committee is responsible for monitoring compliance
by Mr. Angelo Mastrolia, the Major Shareholder and any
Directors appointed by the Major Shareholder within the
terms of the Relationship Agreement, including considering
and, if thought fit, approving matters or transactions or
circumstances which constitute, may constitute, or have
the appearance of constituting, in the opinion of the
Committee, a conflict of interest between the interests of
any Shareholder Director and/or the Major Shareholder or
any of their respective associates on the one hand and any
member of the Group on the other hand.
The Committee is also responsible for ensuring
compliance with the provision of Chapter 8 of the Listing
Rules in respect of any transaction which constitutes or
may constitute a “related party transaction” under the
Listing Rules between Mr. Angelo Mastrolia, the Major
Shareholder or any of their associates on the one hand
and any member of the Group on the other hand.
2025 Focus
The Committee has only met once during 2025
to review a lease agreement for the Latina
factory site between NewPrinces S.p.A. and
Princes Italia S.p.A.
The Committee will meet as required during 2026.
David Gosnell
Chair
24 April 2026
On behalf of the Board, I am pleased to present
the Company’s first Related Party Transactions
Committee (“the Committee”) report as a listed
company for the year ended 31 December 2025.
Number of meetings during 2025
1
David Gosnell
Chair
Committee Attendance
David Gosnell
1
Linda Main
1
Louise George
1
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Directors’ report
Introduction
The Directors present their report for the financial year ended 31 December 2025. Information required to be part of the Directors’ Report
either by statute, by UKLR 6.6.6 or by the Disclosure and Transparency Regulations, can be found either in this Report or elsewhere in the
Annual Report, as indicated in the table below. All information located elsewhere in the Annual Report is incorporated into this Directors’
Report by reference:
Disclosure
Location
Environmental impact
Strategic Report – page 40
Greenhouse gas emissions
Strategic Report – page 45
Future business developments
Strategic Report – pages 20 to 24
Research and developmental activities
Strategic Report – page 34
Financial risk management objectives and policies
(including hedging policy and use of financial instruments)
Note 34 to the Financial Statements – pages 140 to 144
People, culture and employee engagement
Strategic Report – page 36
Section 172 statement
Strategic Report – pages 48 to 49
Directors’ responsibility statement
Page 85
Directors’ interests
Directors’ Remuneration Report – page 80
Details of long-term incentive schemes
Directors’ Remuneration Report – page 75
Directors
The Directors of the Company who were in office during the year were:
•
Angelo Mastrolia – Executive Chairman
•
Simon Harrison – Chief Executive Officer
•
Fabio Fazzari – Chief Financial Officer
•
Giuseppe Mastrolia – Chief Commercial Officer
•
Benedetta Mastrolia – Investor Relations Director
•
David Gosnell – Non-Executive Director and Senior Independent
Director (appointed 1 October 2025)
•
Louise George – Non-Executive Director (appointed 1 October 2025)
•
Linda Main – Non-Executive Director (appointed 1 October 2025)
The biographies of the Directors are set out on pages 64 and 65.
Between 31 December 2025 to the date of the approval of the
financial statements there have been no changes to the members
of the Board.
The powers of the Company’s Directors
The powers of the Directors are set out in the Articles of Association
(the “Articles”) and the Companies Act 2006 (the “Act”) and are
subject to any directions given by special resolution. The Directors
are responsible for the management of the Company’s business, for
which purpose they may exercise all the powers of the Company
whether relating to the management of the business or not. The
Directors may also, subject to the Articles, delegate any of their
powers, authorities and discretions as they see fit.
The Board is required by the Articles to consist of no fewer than two
Directors with no maximum number of Directors set. This number
may be varied by the passing of an Ordinary Resolution by the
Company.
Appointment and replacement of Directors
The rules governing the appointment and replacement of Directors
are set out in the Company’s Articles and are governed by the
Code, the Act and related legislation. Directors may be appointed
by ordinary resolution of the shareholders or by the Board. At each
Annual General Meeting (“AGM”), all Directors in office will offer
themselves for re-election.
Articles of Association
The Articles were adopted by the Board on 5 November 2025. As well
as setting out the rules governing the appointment and replacement
of Directors, the Articles also set out, amongst other matters,
the Directors’ general authority, rules on decision-making by the
Directors, as well as in full the powers of the Directors in relation to
issuing shares and buying back the Company’s own shares. A copy of
the Company’s Articles can be found on the Company’s website.
Directors interests
The number of ordinary shares of £0.10 of the Company in which the
Directors were beneficially interested as at 31 December 2025 are set
out in the Directors’ Remuneration Report on page 80.
Directors’ insurance and indemnities
The Company’s Articles provide, subject to the provisions of UK
legislation, an indemnity for Directors and Officers of the Company
and the Group in respect of liabilities they may incur in the discharge
of their duties or in the exercise of their powers.
Directors’ and Officers’ liability insurance cover is maintained by the
Company and is in place in respect of all the Company’s Directors at
the date of this Annual Report. The Company will review its level of
cover on an annual basis.
Results and dividends
The results for the year are set out in the Consolidated Income
Statement on page 94. The Directors are not proposing a final
dividend for the year ended 31 December 2025 (2024: £nil).
Political and charitable donations
The Company did not make any political donations during the year
(2024: £nil). The Company made charitable donations during the
year ended 31 December 2025 of £71,509 (2024: £29,000).
Share capital
Details of the Company’s share capital, including changes during
the year, are set out in note 32 to the Financial Statements. As at
31 December 2025, the Company’s issued share capital consisted
of 244,702,956 ordinary shares of £0.10 each. There have been no
changes to the Company’s issued share capital since the financial
period end.
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Major shareholders
The table below shows the interests in shares notified to the
Company in accordance with the Disclosure Guidance and
Transparency Rules as at 31 December 2025 and 8 April 2026 (being
the latest practicable date prior to publication of the Annual Report):
Name of shareholder
As at 31 December 2025
Number of
ordinary
shares of £0.10
each held
Percentage of
total voting
rights held
NewPrinces S.p.A.*
202,462,958
82.74%
Newlat Group SA*
11,513,979
4.71%
*
Each of these shareholders is controlled by the Chairman, Angelo Mastrolia.
Disabled employees
Applications for employment by disabled people are always fully
considered, bearing in mind the aptitudes of the applicant concerned.
In the event of members of staff becoming disabled, every effort is
made to ensure that their employment with the Group continues and
that appropriate training is arranged. It is the policy of the Group that
the training, career development and promotion of disabled colleagues,
should as far as possible, be identical to that of other colleagues.
Branches outside of the UK
The Company has no overseas branches.
Directors’ report
continued
2026 AGM
The 2026 Annual General Meeting will be held on 27 May 2026 at
9.30am. The Notice of Annual General Meeting is contained in a
separate letter from the Chairman accompanying this report giving
details of the business to be considered and explanatory notes for
each resolution. The Notice of Annual General Meeting will also be
available on the Company’s website.
Post balance sheet events
Other than as disclosed in note 38 of the financial statements,
there have been no material post balance sheet events involving
the Company or any of the Company’s subsidiaries as at the date
of this report.
By order of the Board
Prism Cosec Limited
Company Secretary
24 April 2026
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The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared the
Group financial statements in accordance with UK-adopted international
accounting standards and the Company financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101
“Reduced Disclosure Framework”, and applicable law).
Under Company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable UK-adopted international accounting
standards have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising FRS 101
have been followed for the Company financial statements,
subject to any material departures disclosed and explained
in the financial statements;
•
make judgements and accounting estimates that are reasonable
and prudent; and
•
prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will
continue in business.
The Directors are responsible for safeguarding the assets of the
Group and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and Company and enable
them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of
the Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed in the
Board of Directors section confirm that, to the best of their knowledge:
•
the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards,
give a true and fair view of the assets, liabilities, financial position
and profit of the Group;
•
the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the Company; and
•
the Strategic Report and Directors’ Report includes a fair review
of the development and performance of the business and the
position of the Group and Company, together with a description
of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’
report is approved:
•
so far as the Director is aware, there is no relevant audit
information of which the Group’s and Company’s auditors are
unaware; and
•
they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s
auditors are aware of that information.
By order of the Board
Simon Harrison
Fabio Fazzari
Chief Executive Officer
Chief Financial Officer
24 April 2026
Statement of Directors’ responsibilities in respect of the financial statements
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statements
Fina
ncial
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Contents
Independent auditor’s report to the
members of Princes Group Plc
88
Consolidated income statement
94
Consolidated statement of comprehensive income
95
Consolidated statement of financial position
96
Company statement of financial position
98
Consolidated statement of changes in equity
100
Company statement of changes in equity
101
Consolidated cash flow statement
102
Notes to the financial statements
103
Additional information
Company Information and contact details
146
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Report on the audit
of the financial statements
Opinion
In our opinion:
•
Princes Group Plc’s group financial statements and company
financial statements (the “financial statements”) give a true and
fair view of the state of the group’s and of the company’s affairs
as at 31 December 2025 and of the group’s profit and the group’s
cash flows for the year then ended;
•
the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards
as applied in accordance with the provisions of the Companies
Act 2006;
•
the company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, including FRS
101 “Reduced Disclosure Framework”, and applicable law); and
•
the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual
report and accounts (the “Annual Report”), which comprise:
•
the Consolidated statement of financial position as at
31 December 2025;
•
the Company statement of financial position as at
31 December 2025;
•
the Consolidated income statement for the year then ended;
•
the Consolidated statement of comprehensive income for the
year then ended;
•
the Consolidated statement of changes in equity for the
year then ended;
•
the Company statement of changes in equity for the
year then ended;
•
the Consolidated cashflow statement for the year then ended; and
•
the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit &
Risk Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’
responsibilities for the audit of the financial statements section of
our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
During the period ended 31 December 2024 and up to 11 February 2025,
PricewaterhouseCoopers LLP provided a non-audit service in the
form of the licensing of a quarterly VAT e-filing tool, for a fee ranging
from £135 to £320 plus VAT for the company and three related
entities of the company. As the company was an “Other Entity of
Public Interest” throughout this period, the continued use of the
VAT e-filing tool was an impermissible service and has resulted in an
inadvertent breach of paragraphs 5.40 and 5.42 of the FRC Ethical
Standard 2019 and 2024.
Independent auditors’ report to the members of Princes Group Plc
We confirm that based on our assessment of the breach, the nature
and scope of these services and the subsequent action taken, the
provision of the services did not affect our professional judgements
in connection with our audit of the period ended 31 December 2024
and 31 December 2025 and we remained objective and independent.
Other than the matter referred to above, and to the best of our
knowledge and belief, we declare that no non-audit services
prohibited by the FRC’s Ethical Standard as applicable to Listed Public
Interest entities or Other Entities of Public Interest, were provided to
the company and we have fulfilled our other ethical responsibilities in
accordance with these requirements
Other than those disclosed in Audit & Risk Committee report, we
have provided no non-audit services to the company in the period
under audit.
Our audit approach
Overview
Audit scope
•
Princes Group plc is a global manufacturer of foods and beverages
headquartered in Liverpool, England. Since 31 July 2024 it has
been owned by the Italian group, NewPrinces S.P.A, and was
listed on the London Stock Exchange in October 2025. Our audit
focused on the entities contributing materially to the financial
position of the group as of year ended 31st December 2025.
This included three components we identified, in our view, that
required an audit of all financial information, consisting of Princes
Group Plc, Princes Tuna Mauritius Limited and NPIA. Four other
components required an audit of specific line items or further
audit procedures due to their contribution towards specific
financial statement line items. We also scoped in all consolidation
entries at year end, given the materiality of these balances. PwC
UK completed the work over three components, PwC component
teams audited four components and external component auditors
completed the work over one component. Work performed
centrally and by component teams accounted for 94% of group
revenue, which is our benchmark for determining materiality.
Key audit matters
•
Business combinations under common control (group and parent)
•
Defined benefit pension plan liabilities (group and parent)
Materiality
•
Overall group materiality: £9,357,000 based on 0.5% of total
group revenue.
•
Overall company materiality: £5,705,000 based on 0.5% of
company total revenue.
•
Performance materiality: £7,017,750 (group) and £4,278,750
(company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements.
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Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, 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, and any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
As a result of this being the first period in which the group has been listed, key audit matters have been included for the first time this year.
This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
Business combinations under common control (group and parent)
Refer to note 37 in the notes to the financial statements.
On 1 January 2025, the group entered into an agreement with
NewPrinces S.p.A subsidiary Symington’s Limited which gave the group
the right to conduct and operate the Symington’s business for a two-
year term. The agreement gives the group the right to use Symington’s
contractual and employment relationships as well as the tangible and
intangible assets which are required to carry out the business. Subsequent
to this, the group acquired all of the share capital of the entity.
On 1 January 2025, the group entered into an agreement with
NewPrinces S.p.A for its Pasta, Bakery Products and Special Product
category business which gave the group the right to conduct and operate
this business for a two-year term, which was subsequently extended
to a five year term. The agreement gives the group the right to use
the business’ contractual and employment relationships as well as
the tangible assets which are required to carry out the business. Share
acquisitions were also carried out during the year with New Princes S.p.A
for it’s France S.A.S and Newlat GmbH businesses. Princes France S.A.S
specialises in the manufacture of Bakery Products whilst Newlat GmbH
expands the group’s pasta operations in Europe.
The accounting for the initial agreement and subsequent share
acquisition for each of the businesses, is reflected in the group’s accounts
as a business combination under common control using predecessor
accounting with assets and liabilities recognised at their existing carrying
values from NewPrinces S.p.A accounts (the Group’s highest level of
consolidation). No new goodwill has been recognised, with any difference
between the carrying amounts and consideration being recognised in
equity.
We performed the following procedures:
•
Obtained the underlying agreements and management’s assessment
that the transactions should be accounted for as business
combinations under common control rather than acquisitions
under IFRS 3;
•
Assessed the appropriateness of this accounting treatment, including
the use of predecessor accounting to recognise the assets and
liabilities at their existing carrying values;
•
Agreed the consideration to the agreements and subsequent payment;
•
Obtained analysis of the net assets and agreed balances to supporting
documentation on a sample basis; and,
•
Determined that the difference between the consideration and net
assets acquired was appropriately recognised in equity.
Based on our work performed, we concluded that it was appropriate to
account for these transactions as business combinations under common
control using predecessor accounting.
Defined benefit pension plan liabilities (group and parent)
Refer to note 27 in the notes to the financial statements.
The company has a defined benefit pension plan net surplus of
£0.9million (2024: £1.1 million). A major constituent of this net surplus
is the value attributed to the gross liabilities of the pension scheme.
The valuation of these gross liabilities of £122.3 million (2024: £125.3
million) requires significant judgement and expertise primarily in respect
of the key actuarial assumptions used. These assumptions include both
financial assumptions, e.g. the discount rate and inflation, but also
key demographic assumptions, e.g. mortality rates. Modest changes
in a number of these key assumptions can have a material impact on
the calculation of the liability and therefore a significant effect on the
financial position of the Group and the company albeit the impact would
be mitigated by the pension scheme insurance assets.
We performed the following procedures:
•
Obtained the external actuary’s report used in valuing the scheme’s
liabilities;
•
Using our experience of the valuation of similar schemes, and our
own pension specialists, we challenged a number of the key inputs
in the report and evaluated the methodologies adopted by the
actuary in forming the valuation consistent with industry practice
and our expectations;
•
Agreed the key financial assumptions used within the valuation of the
scheme’s liabilities, including the discount and inflation rates, to our
internally developed benchmarks;
•
Further we considered the appropriateness and reasonableness
of the approach taken to setting the mortality assumptions; and
•
Reviewed the related disclosures within the financial statements for
reasonableness and to determine if they are consistent with relevant
accounting standards.
Based on our work performed, we concluded that the actuarial
assumptions used in calculating the pension liability were within an
acceptable range and appropriate disclosures have been made in the
financial statements.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the group and the
company, the accounting processes and controls, and the industry
in which they operate.
The group consists of UK and international operating entities.
The engagement team has reviewed the legal and organisational
structure of the group along with its financial reporting processes
& controls and identified 12 components in addition to the year end
consolidation adjustments. We have allocated overall materiality
based upon each component’s contribution to group revenue,
before year end adjustments.
Princes Group Plc was deemed significant due to size and therefore
subject to full scope audit by the group team. Two other components,
NPIA and Princes Tuna Mauritius are material contributors to most
financial statement areas and were also subject to full scope audits
conducted by component teams. Consolidation adjustments have
been fully scoped in as significant due to risk given these are manual
adjustments posted by management.
Four other components required an audit of specific line items or
further audit procedures due to their contribution towards specific
financial statement line items. The group audit team supervised the
direction and execution of the audit procedures performed by the
component teams.
Princes France, Princes Holding Rotterdam B.V, and WYIEM have
been deemed inconsequential components as all line items are,
individually and in aggregate immaterial at group level. Work
performed centrally and by component teams on ‘in-scope’
components accounted for 94% of group gross revenue.
The impact of climate risk on our audit
As noted in the group’s strategic report, Princes are conscious of their
environmental impact and have targets in place to reduce emissions
and waste in manufacturing, and ensure supply chains are ethical and
sustainable. As a food manufacturer, Princes is exposed to climate-
related risks– having the potential to affect raw material availability
and quality, operational continuity, input costs, and regulatory
compliance. Princes have prepared a Task Force on Climate-related
Financial Disclosures (TCFD) report, intended to provide stakeholders
with a clear overview of the group’s governance, strategy, and risk
management approach, in relation to climate-related risks and
opportunities. During planning, we made enquiries of management to
understand the process they have adopted to assess the extent of the
potential impact of climate risk on the group’s financial statements.
The group is vulnerable to changes in prices, availability and quality
of raw materials and utilities as a result of climate change and related
regulations. This is a principal risk impacting both expenditure in the
current year and its impact on potential future cash flows. We have
considered these factors during planning and our audit work and our
procedures did not identify any material impact on our audit for the
year ended 31 December 2025. We expect that the estimated financial
impacts of climate change will be reassessed prospectively and that
climate change disclosures will evolve as understanding of the actual
and potential impacts are established with greater certainty.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group
Financial statements – company
Overall materiality
£9,357,000.
£5,705,000.
How we determined it
0.5% of total group revenue
0.5% of company total revenue
Rationale for benchmark applied
Given recent volatility in profitability alongside the
low margin nature of the business, relying on a profit
based metric would not accurately reflect the business’s
economic scale. Revenue offers a more consistent basis for
evaluating financial performance and is a key performance
indicator, prominently featured and commented on within
financial reports. We applied our professional judgement
to determine a benchmark of 0.5%.
Given recent volatility in profitability alongside the
low margin nature of the business, relying on a profit
based metric would not accurately reflect the business’s
economic scale. Revenue offers a more consistent basis for
evaluating financial performance and is a key performance
indicator, prominently featured and commented on within
financial reports. We applied our professional judgement
to determine a benchmark of 0.5%.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of
materiality allocated across components was between £2,620,000 and £6,890,000. Certain components were audited to a local statutory
audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our
performance materiality was 75% of overall materiality, amounting to £7,017,750 for the group financial statements and £4,278,750 for the
company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount in the middle of our normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above £467,850
(group audit) and £285,250 (company audit) as well as misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Independent auditors’ report to the members of Princes Group Plc
continued
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Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the
company’s ability to continue to adopt the going concern basis of
accounting included:
•
We obtained management’s going concern assessment supporting
their conclusions with respect to the going concern basis of
preparation of the financial statements;
•
We evaluated the historical accuracy of the budgeting process to
assess the reliability of the data;
•
We evaluated management’s base case forecast and downside
scenarios, and challenged the adequacy and appropriateness of
the underlying assumptions;
•
In conjunction with the above we have also reviewed management’s
analysis of both liquidity, including the group’s available financing
and maturity profile, and covenant compliance to satisfy ourselves
that no breaches are anticipated over the period of assessment;
•
We reviewed management accounts for the financial period to
date and checked that these were consistent with the starting
point of management’s forecasts, and supported the key
assumptions included in the assessment; and
•
We assessed the disclosures made in respect of going concern
included 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
and the 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 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.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the group’s and the
company’s ability to continue as a going concern.
In relation to the directors’ 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.
Reporting on other information
The other information comprises all of the information in the Annual
Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this report, any
form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify
an apparent material inconsistency or material misstatement, we
are required to perform procedures to conclude whether there is
a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also
considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic report and Directors’
Report for the year ended 31 December 2025 is consistent with
the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and
company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic
report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Committee Report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the company’s compliance
with the provisions of the UK Corporate Governance Code specified for
our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the
Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement, included within the Corporate Governance
report is materially consistent with the financial statements and our
knowledge obtained during the audit, and we have nothing material
to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
•
The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
•
The directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis
of accounting in preparing them, and their identification of any
material uncertainties to the group’s and company’s ability to
continue to do so over a period of at least twelve months from the
date of approval of the financial statements;
•
The directors’ explanation as to their assessment of the group’s
and company’s prospects, the period this assessment covers and
why the period is appropriate; and
•
The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period
of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability
of the group and company was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’
process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate Governance
Code; and considering whether the statement is consistent with the
financial statements and our knowledge and understanding of the group
and company and their environment obtained in the course of the audit.
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In addition, based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the group’s and company’s position, performance, business model
and strategy;
•
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
•
The section of the Annual Report describing the work of the
Audit & Risk Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review by
the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’ responsibilities
in respect of the financial statements, the directors are responsible
for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control
as they 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 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 company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ 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
auditors’ 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.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud,
is detailed below.
Based on our understanding of the group and industry, we identified
that the principal risks of non-compliance with laws and regulations
related to corporation tax legislation and the Companies Act 2006,
and we considered the extent to which non-compliance might
have a material effect on the financial statements. We evaluated
management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were
related to management bias in accounting estimates and posting
inappropriate journal entries given the inherent incentives and
pressures of management to present positive financial performance.
The group engagement team shared this risk assessment with the
component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component
auditors included:
•
Review of Board minutes, discussions with management and Audit
& Risk Committee including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud;
•
Identifying and testing journal entries, in particular any journal
entries posted with unusual account combinations impacting
financial results;
•
Challenging assumptions and judgements made by management
in their significant accounting estimates;
•
Incorporating an element of unpredictability into our audit
procedures; and,
•
Evaluation of management’s controls designed to prevent and
detect fraudulent financial reporting;
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We
will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which
the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’
report.
Use of this report
This report, including the opinions, has been prepared for and only for
the company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly agreed by our
prior consent in writing.
Independent auditors’ report to the members of Princes Group Plc
continued
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Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
•
we have not obtained all the information and explanations we
require for our audit; or
•
adequate accounting records have not been kept by the company,
or returns adequate for our audit have not been received from
branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are
not made; or
•
the company financial statements and the part of the
Remuneration Committee Report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year
ended 31 December 2024. Our uninterrupted engagement covers
two financial years. The company was a public interest entity for 2
months of those financial years.
Other matters
The group financial statements for the period ended 31 December
2024, forming the corresponding figures of the group financial
statements for the year ended 31 December 2025, are unaudited.
The company is required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under
the structured digital format required by DTR 4.1.15R – 4.1.18R and
filed on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether
the structured digital format annual financial report has been
prepared in accordance with those requirements.
Jonathan Greenaway (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
24 April 2026
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Consolidated income statement
As at 31 December 2025
Notes
Year ended
31 December
2025
£’000
Unaudited
nine-month
period ended
31 December
2024
£’000
Revenue from contracts with customers
2
Cost of sales
(1,490,928 )
(1,057,622 )
Gross profit
Distribution costs
(97,716 )
(63,795 )
Administrative expenses
(208,672 )
(135,532 )
Other income
5
Share of results of associates
18
Operating profit
4
Finance income
9
Finance costs
9
(37,889 )
(24,190 )
Profit/(Loss) before income tax
(5,779 )
Income tax expense
10
(18,253 )
(2,475 )
Profit/(Loss) for the year/period
(8,254 )
Profit/(Loss) for the year/period attributable to:
Owners of the Company
(7,450 )
Non-controlling interests
(804 )
(8,254 )
Earnings/(Loss) per share attributable to the ordinary equity holders of the Company (in £):
Basis earnings per share
11
£0.37
£(0.11 )
Diluted earnings per share
11
£0.37
£(0.11 )
All revenue and operating profits relate solely to the Group’s continuing operations.
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Consolidated statement of comprehensive income
As at 31 December 2025
Notes
Year ended
31 December
2025
£’000
Unaudited
nine-month
period ended
31 December
2024
£’000
Profit/(Loss) for the year
(8,254 )
Other comprehensive income/(expense):
Items that will not be reclassified subsequently to profit or loss:
Actuarial gains/(losses) on post-employment benefit obligations
27
(1,225 )
Tax relating to items that will not be reclassified subsequently
10
(198 )
(977 )
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(3,524 )
Fair value gain/(loss) arising on hedging instruments
25
(35 )
Tax relating to items that may be reclassified subsequently
10
(400 )
(3,462 )
Total other comprehensive income/(expense)
(4,439 )
Total comprehensive income/(expense) for the year/period
(12,693 )
Total comprehensive income/(expense) attributable to:
Owners of the Company
(10,833 )
Non-controlling interests
(1,860 )
(12,693 )
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Notes
31 December
2025
£’000
Unaudited
31 December
2024
£’000
Non-current assets
Goodwill
13
Intangible assets
13
Property, plant and equipment
14
Investment property
15
Right-of-use assets
16
Interests in associates
18
Deferred tax assets
28
Retirement benefit surplus
27
Current assets
Inventories
20
Trade and other receivables
21
Current tax assets
Cash and cash equivalents
22
Derivative financial instruments
25
Total assets
Current liabilities
Trade and other payables
23
(507,981 )
(320,244 )
Current tax liabilities
(4,110 )
(45 )
Lease liabilities
26
(22,755 )
(10,110 )
Borrowings
24
(71,762 )
(259,231 )
Derivative financial instruments
25
(2,902 )
Deferred income
29
(96 )
(96 )
(606,704 )
(592,628 )
Non-current liabilities
Borrowings
24
(110,666 )
(349,654 )
Retirement benefit deficit
27
(7,099 )
(3,864 )
Deferred tax liabilities
28
(44,407 )
(22,302 )
Lease liabilities
26
(60,833 )
(41,025 )
Provisions
30
(1,021 )
Deferred income
29
(1,639 )
(1,477 )
(224,644 )
(419,343 )
Total liabilities
(831,348 )
(1,011,971 )
Net assets
Consolidated statement of financial position
As at 31 December 2025
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Notes
31 December
2025
£’000
Unaudited
31 December
2024
£’000
Equity
Share capital
32
Share premium
32
Capital redemption reserve
Equity reserve
(5,665 )
(5,665 )
Hedging reserve
(1,197 )
Translation reserve
(769 )
Other reserve
(33,971 )
Retained earnings
Equity attributable to owners of the Company
Non-controlling interest
33
Total equity
The financial statements on pages 94 to 145 were approved by the Board of Directors and authorised for issue on 24 April 2026.
Signed on behalf of the Board of Directors:
Fabio Fazzari
Chief Financial Officer
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Notes
31 December
2025
£’000
31 December
2024
£’000
Non-current assets
Goodwill
13
34,592
34,592
Intangible assets
13
28,861
30,098
Property, plant and equipment
14
350,051
325,087
Investment property
15
49,138
–
Right-of-use assets
16
47,316
41,524
Interests in associates
1,045
1,045
Trade and other receivables
21
78,534
74,626
Investments in subsidiaries
17
151,423
29,104
Retirement benefit surplus
27
912
1,081
741,872
537,157
Current assets
Inventories
20
219,609
227,304
Current tax assets
396
256
Trade and other receivables
21
247,011
142,264
Cash and cash equivalents
22
401,594
229,052
Derivative financial instruments
25
4
1,306
868,614
600,182
Total assets
1,610,486
1,137,339
Current liabilities
Trade and other payables
23
(336,547)
(284,429)
Current tax liabilities
(3,459)
–
Lease liabilities
26
(9,669)
(8,331)
Borrowings
24
(48,281)
(258,501)
Deferred income
29
(96)
–
Derivative financial instruments
25
–
(2,902)
(398,052)
(554,163)
Non-current liabilities
Borrowings
24
(109,868)
(349,654)
Deferred tax liabilities
10
(32,431)
(21,673)
Lease liabilities
26
(43,941)
(36,042)
Deferred income
29
(1,389)
–
Provisions
30
–
(1,021)
(187,629)
(408,390)
Total liabilities
(585,681)
(962,553)
Net assets
1,024,805
174,786
Company statement of financial position
As at 31 December 2025
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Notes
31 December
2025
£’000
31 December
2024
£’000
Equity
Share capital
32
24,470
7,000
Share premium
32
806,229
–
Capital redemption reserve
5,400
5,400
Equity reserve
(5,665)
(5,665)
Hedging reserve
3
(1,197)
Retained earnings
194,368
169,248
Total equity
1,024,805
174,786
The Parent Company reported a profit after tax for the year ended 31 December 2025 of £24,490,000 (2024: £4,342,000).
The financial statements on pages 94 to 145 were approved by the Board of Directors and authorised for issue on 24 April 2026.
Signed on behalf of the Board of Directors:
Fabio Fazzari
Chief Financial Officer
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Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Equity
reserve
£’000
Hedging
reserve
£’000
Translation
reserve
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
£’000
Non-
controlling
interest
£’000
Total
equity
£’000
Balance at 1 April 2024
(5,665 )
(1,259 )
Loss for the year
(7,450 )
(7,450 )
(804 )
(8,254 )
Other comprehensive
income/(expense) for
the year
(2,564 )
(881 )
(3,383 )
(1,056 )
(4,439 )
Total comprehensive
income/(expense) for
the year
(2,564 )
(8,331 )
(10,833 )
(1,860 ) (12,693 )
Dividends
(22,735 )
(22,735 )
(1,268 )
(24,003 )
Balance at 31 December
2024 (unaudited)
(5,665 )
(1,197 )
(769 )
Profit for the year
Other comprehensive
income/(expense) for
the year
(84 )
Total comprehensive
income for the year
Issue of new shares
IPO costs
(6,140 )
(6,140 )
(6,140 )
Equity impact of business
combinations under
common control
(33,971 )
(33,971 )
(33,971 )
Balance at 31 December
2025
(5,665 )
(33,971 )
The share premium reserve relates to the premium arising on the issue of new shares in the year. Costs associated with the initial public offering
of £6.1 million have been deducted from the share premium reserve.
The capital redemption reserve was created on the redemption of share capital.
The equity reserve relates to the Company increasing its holding in Napolina Limited from 76% to 100% on 12 August 2013.
The hedging reserve relates to the gains and losses arising on the effective portion of hedging instruments carried out at fair value in a
qualifying cash flow hedge.
The translation reserve represents the gains and losses arising on retranslating the net assets of overseas operations into sterling.
The other reserve relates to the equity impact of accounting for the common control acquisitions of Newlat GmbH, Princes France S.A.S and
Symington’s Ltd which occurred in the year.
The retained earnings are all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
The non-controlling interest relates to minority interests in Princes Tuna (Mauritius) Limited, Indico Canning Limited and West Yorkshire
Industrial Estates (Management) Limited.
Consolidated statement of changes in equity
For the year ended 31 December 2025
101
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Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Equity
reserve
£’000
Hedging
reserve
£’000
Retained
earnings
£’000
Total
£’000
At 1 April 2024
7,000
–
5,400
(5,665)
(1,553)
196,996
202,178
Loss for the year
–
–
–
–
–
(4,342)
(4,342)
Other comprehensive expense
for the year
–
–
–
–
356
(671)
(315)
Total comprehensive expense
for the year
–
–
–
–
356
(5,013)
(4,657)
Dividends
–
–
–
–
–
(22,735)
(22,735)
At 31 December 2024
7,000
–
5,400
(5,665)
(1,197)
169,248
174,786
Profit for the year
–
–
–
–
–
24,490
24,490
Other comprehensive expense
for the year
–
–
–
–
1,200
630
1,830
Total comprehensive expense
for the year
–
–
–
–
1,200
25,120
26,320
Issue of new shares
17,470
812,369
–
–
–
–
829,839
Transaction costs for IPO
–
(6,140)
–
–
–
–
(6,140)
At 31 December 2025
24,470
806,229
5,400
(5,665)
3
194,368
1,024,805
The share premium reserve relates to the premium arising on the issue of new shares in the year. Costs associated with the initial public
offering of £6.1 million have been deducted from the share premium reserve.
The capital redemption reserve was created on the redemption of share capital.
The equity reserve relates to the adjustment to the fair value of the brand acquired through the Company increasing its holding in Napolina
Limited from 76% to 100% on 12 August 2013.
The hedging reserve relates to the gains and losses arising on the effective portion of hedging instruments carried out at fair value in a
qualifying cash flow hedge.
The retained earnings are all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
Company statement of changes in equity
For the year ended 31 December 2025
102
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Notes
Year ended
31 December
2025
£’000
Unaudited
nine-month
period ended
31 December
2024
£’000
Cash flows from operating activities
Profit/(Loss) for the year
(8,254 )
Adjustments for:
Share of profit of associates
18
(121 )
(97 )
Income tax expense
10
Finance costs
9
Finance income
9
(17,263 )
(40 )
Exchange losses
4
Depreciation of property, plant and equipment / right-of-use assets
14/15/16
Loss on disposal of property, plant and equipment
4
Amortisation of intangible fixed assets
13
Release of long-term provisions
30
(1,021 )
Operating cash flows before movements in working capital
(Increase)/Decrease in inventories
20
(54,814 )
(Increase)/Decrease in receivables
21
(38,851 )
Increase in payables
23
Cash generated by operations
Income taxes paid
(4,107 )
(3,405 )
Interest paid
(13,368 )
(24,190 )
Interest received
Net cash inflow from operating activities
Cash flows from investing activities
Acquisitions, net of cash
(53,249 )
Dividends from associates
18
Movement on cash-pooling arrangements with parent
(98,574 )
Payments for purchase of intangible assets
13
(504 )
(618 )
Payments for purchase of property, plant and equipment
14
(74,552 )
(15,905 )
Proceeds from sale of property, plant and equipment
Payments for purchases of investment properties
15
(49,634 )
Net cash outflows from investing activities
(275,733 )
(15,534 )
Cash flows from financing activities
Dividends paid to owners of the Company
12
(22,735 )
Dividends paid to non-controlling interests in subsidiaries
33
(1,268 )
Proceeds from issue of new shares
32
Costs relating to Initial Public Offering
(6,140 )
Proceeds from loans and borrowings
24
Repayment of borrowings
24
(506,278 )
Repayment of factored receivables
24
(195,595 )
Repayment of lease liabilities
26
(19,744 )
(8,987 )
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
22
(54,759 )
Exchange differences on cash
(3,863 )
Cash and cash equivalents at end of year
22
Consolidated cash flow statement
For the year ended 31 December 2025
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103
Notes to the financial statements
For the year ended 31 December 2025
a public company limited by shares incorporated and domiciled in
the United Kingdon England and Wales under the
Companies Act 2006. The address of the registered office is Royal
the Company re-registered as a public limited company (plc)
under Section 90 of the Companies Act 2006.
On 17 June 2024, a purchase and sale agreement was entered into
with Mitsubishi Corporation as seller, pursuant to which Newlat Food
S.p.A. (now NewPrinces S.p.A.
the Company for a net cash consideration of GBP 1. The purchase was
then finalised at the end of July. The agreement stipulated that Newlat
Food S.p.A. must provide the necessary financial resources to enable
the Company to repay its outstanding loan to Mitsubishi Corporation.
The transaction was financed through a €200 million loan from
Newlat Food S.p.A. and a €300 million loan that was provided by
a pool of leading international banks.
On 30 July 2024, all of the conditions stipulated in the agreement for
the acquisition of the Company were fulfilled and therefore Newlat
Food S.p.A. acquired the entire share capital of the Company.
Following the acquisition, the Company changed its financial year
end from 31 March to 31 December, to align with the Newlat Group,
resulting in a shortened previous reporting period of nine months.
During the financial year, the Company completed a number of
business combinations that are summarised below with further
details included in note 37.
On 1 January the Group entered into an agreement with NewPrinces
S.p.A. subsidiary Symington’s Limited which gave the Group the right
to conduct and operate the Symington’s business for a two-year term.
Symington’s specialises in the production and sale of instant noodle
products. The agreement gives the Group the right to use Symington’s
contractual and employment relationships as well as the tangible and
intangible assets which are required to carry out the business. Subsequent
to this, the Group acquired all of the share capital of the entity.
On the same date, the Group entered into an agreement with
NewPrinces S.p.A. for its Pasta, Bakery Products and Special Product
category business which gave the Group the right to conduct and
operate this business for a two-year term, which was subsequently
extended to five years. The agreement gives the Group the right to
use the business’ contractual and employment relationships as well
as the tangible assets which are required to carry out the business.
Share acquisitions were also carried out during the year with
NewPrinces S.p.A. for its France S.A.S and Newlat GmbH businesses.
Princes France S.A.S specialises in the manufacture of Bakery Products
whilst Newlat GmbH expands the Group’s pasta operations in Europe.
The accounting for the initial agreement and subsequent share
acquisition for each of the businesses, is reflected in the Group’s
accounts as a business combination under common control using
predecessor accounting with assets and liabilities recognised at
their existing carrying values from NewPrinces S.p.A. accounts.
No new goodwill has been recognised, with any difference between
the carrying amounts and consideration being recognised in equity.
On 31 October 2025, the Company listed on the London Stock
Exchange Main Market and issued a further 174,702,956 ordinary
shares upon IPO. The shares were issued at a price of £4.75 in
exchange for total consideration of £829,839,000 consisting
of both cash and the settlement of loans that were due to the Parent
Company. The issue of the new shares resulted in £17,470,000 of new
share capital and £812,369,000 of new share premium. Further details
are provided in note 32.
The comparatives for the Consolidated financial statements are
stated as unaudited as for the nine months ended 31 December 2024,
as the Company took the exemption, under Section 400 of the
Companies Act 2006, from the requirement to prepare Consolidated
financial statements. The comparatives for the Consolidated financial
statements align with the Historical Financial Information (“HFI") –
included within Section IX of the Princes Group plc listing prospectus,
issued on 22 October 2025 in line with the requirements of PRM 1.4.1
of the FCA handbook – with the following exceptions:
•
Overdrafts are now correctly presented with Cash and cash
equivalents in the cash flow statement, resulting in changes
versus the HFI of: a reduction in ‘Repayment of borrowings’
of £54.4 million; an increase in the ‘Net increase in cash and
cash equivalents’ of £54.4 million; a reduction in ‘Cash and
cash equivalents at beginning of the year’ of £64.1 million and
a decrease to ‘Cash and cash equivalents at end of year’ of
£9.8 million.
•
Reclassification within the Trade and other payables disclosure
resulting in changes versus the HFI of: a reduction in ‘Trade
Payables’ of £42.7 million; an increase in ‘Other taxes and
social security’ of £3.2 million and an increase in ‘Accruals’
The financial statements include consolidated information for the
Group consisting of Princes Group plc (formerly Princes Ltd) and
its subsidiaries (“Consolidated financial statements”) and Company
information for Princes Group plc (formerly Princes Ltd) only
(“Company financial statements”). The financial statements cover
the following periods:
•
12 months ended and as at 31 December 2025 ; and
•
9 months ended and as at 31 December 2024.
The financial statements consist of the consolidated income
statement, the consolidated statement of comprehensive income,
the consolidated statement of financial position, the consolidated
statement of changes in equity, the consolidated statement of cash
flows, the Company statement of financial position, the Company
statement of changes in equity, and the corresponding notes.
The Consolidated financial statements have been prepared in
accordance with UK-adopted International Accounting Standards
(“UK-IFRS”).
The Company financial statements have been prepared in accordance
with FRS 101 Reduced Disclosure Framework and the Companies Act
2006. In preparing the Company financial statements, the Company
applies the recognition, measurement and disclosure requirements
of UK-adopted International Accounting Standards.
As permitted by section 408(4) of the Companies Act 2006, a
separate income statement for the Company is not included in these
financial statements.
These financial statements are presented in pounds sterling because
that is the currency of the primary economic environment in which
the Group operates. Foreign operations are included in accordance
with the accounting policies.
All amounts disclosed in the financial statements and notes have
been rounded to the nearest thousand of pounds sterling unless
otherwise stated.
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104
Notes to the financial statements
continued
1. Material accounting policies
continued
Basis of preparation
continued
FRS 101 allows a qualifying entity exemption from certain disclosures
otherwise required under UK-IFRS. The Company has taken advantage
of the following exemptions on the basis that equivalent disclosures
are included in the accompanying consolidated financial statements.
•
The requirements of IFRS 7, Financial Instruments: Disclosures in
line with FRS 101.8.d
•
The requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to
63 of IAS 7, Statement of Cash Flows in line with FRS 101.8.h(i)
•
The requirements of paragraphs 44F, 44G, 44H(a), 44H(b)(i),
44H(b)(iii) and 44H(c) of IAS 7, Statement of Cash Flows in line
with FRS 101.8.h(ii)
•
The requirements of paragraphs 17 and 18A of IAS 24, Related
Party Disclosures in line with FRS 101.8.j
The financial statements have been prepared on the historical cost
basis, except for the revaluation of financial instruments (including
derivative instruments) and defined benefit pension plans that
are measured at fair values at the end of each reporting period,
as explained in the accounting policy below.
Historical cost is generally based on the fair value of the consideration
given in exchange for the assets. The principal accounting policies
adopted are set out below and are applied consistently throughout the
financial statements, other than where new policies have been adopted.
Fair value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that
price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the
Group takes into account the characteristics of the asset or liability
if market participants would take those characteristics into account
when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these
consolidated financial statements is determined on such a basis. In
addition, for financial reporting purposes, fair value measurements
are categorised into Level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the
significance of the inputs to the fair value measurement in its
entirety, which are described as follows:
•
Level 1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the
measurement date;
•
Level 2 inputs are inputs, other than quoted prices included within
Level 1, that are observable for the asset or liability, either directly
or indirectly; and
•
Level 3 inputs are unobservable inputs for the asset or liability.
The layout adopted for the consolidated statement of financial
position provides for the separation of assets and liabilities between
current and non-current.
An asset is classified as current when:
•
it is assumed that this activity is carried out, or is owned for sale
or consumption, in the normal course of the operating cycle;
•
it is held primarily for the purpose of trading;
•
it is assumed that it will be realised within 12 months of the
reporting date;
•
it consists of cash and cash equivalents (unless it is prohibited
to exchange it or use it to settle a liability for at least 12 months
from the reporting date).
All other assets are classified as non-current. In particular, IAS 1
includes property, plant and equipment, intangible assets and
long-term financial assets as non-current assets.
A liability is classified as current when:
•
it is expected to be extinguished in the normal operating cycle;
•
it is held primarily for the purpose of trading;
•
it will be extinguished within 12 months of the reporting date;
•
there is no unconditional right to defer its settlement for at
least 12 months from the reporting date.
Covenants of a liability that could, at the discretion of the
counterparty, result in its extinction through the issue of equity
instruments do not affect its classification.
The consolidated statement of other comprehensive income includes
the result for the year and, with the same categories, income and
expenses that, according to IFRSs, are directly recognised under equity.
The consolidated statement of changes in equity includes, in addition
to the total gains or losses for the period, the amounts of transactions
with shareholders and movements in reserves during the year.
In the consolidated statement of cash flows, the financial flows from
operating activities are presented using the indirect method, under
which the profit or loss for the year is adjusted by the effects of
non-monetary operations, by any deferral or provision of previous or
future operating inflows or outflows, and by elements of revenue or
costs related to financial flows deriving from investment activities or
In the current year, the following new and revised Standards and
Interpretations have been adopted and have affected the amounts
reported in these financial statements. The following standards
and interpretations have come into effect during the current year
or prior period. The adoption of these amendments has not had any
material impact on the disclosures or amounts reported in these
financial statements.
Amendments to IAS 21 |
Lack of exchangeability |
(Effective 1 January 2025) |
and Interpretations which have not been applied in these financial
statements were in issue but not yet effective.
Amendments to IFRS 7 and IFRS 9 |
Amendment to the classification |
(Effective 1 January 2026) |
and measurement of financial |
instruments |
|
IFRS 18 (Effective 1 January 2027) |
Presentation and Disclosure |
in Financial Statements |
|
IFRS 19 (Effective 1 January 2027) |
Subsidiaries without Public |
Accountability: Disclosures |
The Group’s assessment of the impact of these new standards and
amendments is set out below.
Amendments to the Classification and Measurement of Financial
Instruments – Amendments to IFRS 9 and IFRS 7 (effective for
annual periods beginning on or after 1 January 2026)
On 30 May 2024, the IASB issued targeted amendments to IFRS 9
and IFRS 7 to respond to recent questions arising in practice, and to
include new requirements not only for financial institutions but also
for corporate entities. These amendments:
•
clarify the date of recognition and derecognition of some financial
assets and liabilities, with a new exception for some financial
liabilities settled through an electronic cash transfer system;
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105
•
clarify and add further guidance for assessing whether a financial asset
meets the solely payments of principal and interest (“SPPI”) criterion;
•
add new disclosures for certain instruments with contractual terms
that can change cash flows (such as some financial instruments
with features linked to the achievement of environment, social
and governance targets); and
•
update the disclosures for equity instruments designated at fair
value through other comprehensive income (“FVOCI”).
The Group does not expect these amendments to have a material
impact on its operations or future financial statements.
IFRS 18 Presentation and Disclosure in Financial
Statements (effective for annual periods beginning on
or after 1 January 2027)
IFRS 18 will replace IAS 1 Presentation of Financial Statements,
introducing new requirements that will help to achieve comparability
of the financial performance of similar entities and provide more
relevant information and transparency to users. Even though IFRS
18 will not impact the recognition or measurement of items in the
financial statements, its impacts on presentation and disclosure are
expected to be pervasive, in particular those related to the statement
of financial performance and providing management-defined
performance measures within the financial statements.
The Group will apply the new standard from its mandatory effective
date of 1 January 2027. Management is currently assessing the
detailed implications of applying the new standard on the Group.
From the high-level preliminary assessment performed, the following
potential impacts have been identified:
•
Although the adoption of IFRS 18 will have no impact on the
Group’s net profit, the Group expects that grouping items of
income and expenses in the consolidated income statement into
the new categories will impact how operating profit is calculated
and reported.
The line items presented on the primary financial statements
might change as a result of the application of the concept of ‘useful
structured summary’ and the enhanced principles on aggregation
and disaggregation.
•
The Group does not expect there to be a significant change in the
information that is currently disclosed in the notes because the
requirement to disclose material information remains unchanged;
however, the way in which the information is grouped might
change as a result of the aggregation/disaggregation principles.
In addition, there will be significant new disclosures required for:
a) management-defined performance measures;
b)
a break-down of the nature of expenses for line items
presented by function in the operating category of the
consolidated income statement – this break-down is only
required for certain nature expenses; and
c)
for the first annual period of application of IFRS 18, a
reconciliation for each line item in the consolidated income
statement between the restated amounts presented by
applying IFRS 18 and the amounts previously presented
applying IAS 1.
•
From a cash flow statement perspective, there will be changes to
how interest received and interest paid are presented. Interest paid
will be presented as financing cash flows and interest received as
investing cash flows, which is a change from current presentation
as part of operating cash flows.
IFRS 19 Subsidiaries without Public Accountability:
Disclosures (effective for annual periods beginning on
or after 1 January 2027)
Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of
parent entities that report under IFRS Accounting Standards to apply
reduced disclosure requirements. The Group does not expect this standard
Subsidiaries are all entities over which the Group has control. The
Group controls an entity where the Group 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 to direct the activities
of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date when control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated, unless the transaction provides evidence
of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in subsidiaries are identified separately
from the Group’s equity therein. Those interests of non-controlling
shareholders that present ownership interests entitling their holders
to a proportionate share of net assets upon liquidation may initially be
measured at fair value or at the non-controlling interests’ proportionate
share of the fair value of the acquiree’s identifiable net assets. The
choice of measurement is made on an acquisition-by-acquisition basis.
Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the
non-controlling interests’ share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even
Associates are all entities over which the Group has significant
influence but not control or joint control. Significant influence is the
power to participate in the financial and operating policy decisions of
the investee but is not control or joint control over those policies.
Investments in associates are accounted for using the equity method
of accounting after initially being recognised at cost. Under the equity
method of accounting, the investments are initially recognised at
cost and adjusted thereafter to recognise the Group’s share of the
post-acquisition profits or losses of the investee in profit or loss,
and the Group’s share of movements in other comprehensive income
of the investee in other comprehensive income. Dividends received
or receivable from associates are recognised as a reduction in the
carrying amount of the investment.
Unrealised gains on transactions between the Group and its associates
are eliminated to the extent of the Group’s interest in these entities.
Unrealised losses are also eliminated, unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies
of equity-accounted investees have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Equity-accounted investments are assessed for impairment indicators
annually. Where an impairment indicator is identified, the carrying
amount of equity-accounted investments is tested for impairment
to ensure that the carrying value does not exceed its recoverable
amount. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs
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Notes to the financial statements
continued
1. Material accounting policies
continued
Basis of consolidation
continued
The Group recognises its direct right to the assets, liabilities, revenues
and expenses of joint operations and its share of any jointly held
or incurred assets, liabilities, revenues and expenses. These have
been incorporated in the financial statements under the appropriate
headings. The Group is party to a joint arrangement with Edible Oils
Limited (“EOL”). In accordance with IFRS 11 Joint Arrangements, the
classification of a joint arrangement as either a joint operation or a joint
venture depends on the rights and obligations of the parties involved.
The Group has assessed the nature of its rights and obligations under
the arrangement. The joint arrangement agreement in relation to EOL
requires unanimous consent from all parties for all relevant activities.
The arrangement is structured through a separate vehicle. Although
EOL has ability to sell output to third parties, 100% of EOL’s output is
purchased by the Group which indicates that the Group has rights to
substantially all the economic benefits of the assets and obligations
for the liabilities of EOL.
The Group has considered the legal form of the vehicle, the terms
of the contractual arrangement, and other relevant facts and
circumstances to determine the arrangement should be accounted for
as a joint operation classification. Accordingly, the Group recognises
its proportional share of the jointly held assets, liabilities, revenues
(iv) Subsequent investments
Changes in the Group’s interests in subsidiaries that do not result
in a loss of control are accounted for as equity transactions. The
carrying amount of the Group’s interests and the non-controlling
interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any difference between the amount by which
the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and
attributed to the owners of the Company.
After making enquiries, the Board has 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 consolidated financial
statements. The forecast for the going concern assessment period to
31 December 2027 has been updated for the business’s best estimate
of cash flow in the period, as per the latest trading forecasted business
plan for the period.
The Board’s treasury policies are in place to maintain a strong
capital base and manage the Group’s balance sheet and liquidity to
ensure long-term financial stability. These policies are the basis for
investor, creditor and market confidence and enable the successful
development of the business.
The Directors have reviewed the business’ cash flow projections,
together with the availability of the committed borrowing facilities,
for a period of at least 18 months from the date of approval of
the Consolidated Financial Statements. The Directors have also
considered the headroom against covenants under the Group’s
borrowing facilities.
The Directors have assessed the main sources of financing, being the
existing liquid cash resources, and the €100 million line of credit facility.
In reviewing the cash flow forecast for the period, the Directors
reviewed the trading for all business segments, considering the
experience gained from events of the last three years of trading
and emerging trading patterns. The Directors have a thorough
understanding of the risks, sensitivities and judgements included
in these elements of the cash flow forecast.
As a downside scenario, the Directors considered a situation in
which inflationary costs are not fully recovered through pricing,
there is an adverse movement in trading volumes within the Group
and severe IT outages occur leading to a period of non-operation
across the production facilities. This downside scenario was modelled
without taking any mitigating actions within their control. Under
this downside scenario the Group forecasts liquidity throughout the
period. The likelihood of these circumstances is considered remote
for two reasons. Firstly, over such a period, management could take
substantial mitigating actions, such as reviewing pricing, taking
cost-cutting measures and reducing capital investment. Secondly, the
Group has significant business and asset diversification and would be
able to, if it were necessary, dispose of assets and/or businesses to
The acquisition method of accounting is used to account for all
business combinations in the scope of IFRS 3, regardless of whether
equity instruments or other assets are acquired. The consideration for
each acquisition is measured at the aggregate of the fair values (at
the date of exchange) of assets given, liabilities incurred or assumed,
equity instruments issued by the Group in exchange for control of
the acquiree, the fair value of any asset or liability resulting from
a contingent consideration arrangement and the fair value of any
pre-existing equity interest in the subsidiary. Acquisition-related costs
are recognised in the consolidated income statement as incurred.
The acquiree’s identifiable assets, liabilities and contingent liabilities
assumed in a business combination are recognised at their fair value
at the acquisition date, except that: deferred tax assets or liabilities
and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with IAS 12 Income Taxes and
IAS 19 Employee Benefits respectively.
Common control transactions
During the period the business made purchases of Princes France
S.A.S, Newlat GmbH and Symington’s Ltd. All acquisitions were
previously owned by the Parent Company of the Group and therefore
made on a common control basis. The Group chose to apply the
predecessor method of accounting such that:
•
Assets and liabilities transferred are recognised at their existing
carrying amounts from the consolidated accounts that represent
the highest level at which the transferring entity is consolidated.
•
No new goodwill is recognised; any difference between the
consideration paid and the carrying amounts of the net assets
acquired is recognised directly in equity;
•
Transaction costs are expensed as incurred;
•
The Group accounts for such combinations prospectively from the
date of transfer.
Goodwill arising in a business combination is recognised as an asset
at the date that control is acquired (the acquisition date). Goodwill
is measured as the excess of the sum of the consideration transferred,
the amount of any non-controlling interest in the acquiree and the fair
value of the acquirer’s previously held equity interest (if any) in the
entity over the net of the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed.
Goodwill is not amortised but is tested for impairment annually, or
more frequently if events or changes in circumstances indicate that it
might be impaired, and is carried at cost less accumulated impairment
losses. For the purpose of impairment testing, goodwill is allocated to
each of the Group’s cash-generating units that are expected to benefit
from the business combination in which the goodwill arose. The units
are identified at the lowest level at which goodwill is monitored
for internal management purposes. Cash-generating units to which
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goodwill has been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash-generating unit is less
than the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro rata on the basis of
the carrying amount of each asset in the unit. An impairment loss
Investments within the Company accounts are stated at cost less
any provision for impairment in their value. The carrying value of
investments is reviewed at each reporting date to determine if there
Revenues from contracts with customers
The Group operates one principal area of activity, that of the
importation, manufacture and distribution of food and drink products.
Revenue is recognised when control of the goods has transferred to
the customer, which is at the time of delivery under the terms of the
contract. The performance obligation is fulfilled when the customer
obtains full discretion over the use of the goods, the risk and rewards
of ownership have passed, and there are no unfulfilled obligations that
could affect customer acceptance, which is at the time of delivery.
Revenue is measured at the transaction price expected to be received,
net of trade discounts, rebates, returns, allowances and value added
tax. Transaction price per case is pre-agreed per the price list with any
discount related to an individual customer-run promotion agreed in
advance. Long-term discounts and rebates are part of a commercial
arrangement, and the Group uses historical experience and actual or
forecast sales to estimate the level of discount or rebate.
The total revenue from contracts with customers of Edible Oils Limited
(“EOL”) are included within revenue. All of Edible Oils Limited sales are to
the Company, who then sell on to third-party customers. The Company
is primarily responsible for fulfilling the contract to the customer
and therefore controls the goods. The Company is considered the
principal in the contractual arrangements with EOL and the customer
and therefore recognises 100% of the revenue from contracts with
customers. In reaching this conclusion, management has evaluated the
contractual terms, including rights and obligations, alongside inventory
risk, pricing discretion (both of which rest solely with the Company), and
the Company’s direct engagement with end-customers. These factors
collectively support the assessment that the Company acts as principal
in these arrangements. For details of accounting policy for transactions
with EOL, refer to paragraph ‘Basis of consolidation – joint operations’.
Sales rebates and discounts
Sales-related discounts comprise:
•
Long-term discounts and rebates, which are sales incentives to
customers to encourage them to purchase increased volumes
and are related to total volumes purchased and sales growth.
•
Short-term promotional discounts, which are directly related
to promotions run by customers.
Sales rebates and discount accruals are treated as a reduction in
the transaction price and are established at the time of sale based
on management’s best estimate of the amounts necessary to meet
claims by the Group’s customers in respect of these rebates and
discounts and are reviewed for appropriateness at each reporting
date. Accruals are made for each individual promotion or rebate
arrangement and are based on the type and length of promotion and
nature of customer agreement. At the time an accrual is made the
nature and timing of the promotion is typically known. Accumulated
experience is used to estimate and provide for rebates and discounts
and revenue is only recognised to the extent that it is highly probable
that a material reversal will not occur. As there is no right to enforce
Operating segments are reported in a manner consistent with the
internal reporting provided to the Chief Operating Decision Maker
(“CODM”). The CODM is responsible for allocating resources and
assessing performance of the operating segments. See note 3 for
Dividend income from investments is recognised when the
shareholders’ rights to receive payment have been established
(provided that it is probable that the economic benefits will flow
to the Group and the amount of revenue can be measured reliably).
The Group as lessee
The Group assesses whether a contract is or contains a lease, at
inception of the contract. The Group recognises a right-of-use
asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short-term leases
(defined as leases with a lease term of 12 months or less) and
leases of low-value assets (such as small items of office furniture
and telephones). For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis over
the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits
from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted
by using the rate implicit in the lease. If this rate cannot be readily
determined, the Group uses its incremental borrowing rate.
For all classes of assets, non-lease components, i.e. service elements,
will be separated from the lease components and thereby not form
part of the right-of-use asset and financial lease liability recognised
in the consolidated statement of financial position.
Lease payments included in the measurement of the lease
liability comprise:
•
Fixed lease payments (including in-substance fixed payments),
less any lease incentives receivable;
•
Variable lease payments that depend on an index or rate, initially
measured using the index or rate at the commencement date;
•
The amount expected to be payable by the lessee under residual
value guarantees;
•
The exercise price of purchase options, if the lessee is reasonably
certain to exercise the options;
•
Lease payments to be made under an extension option if the Group
is reasonably certain to exercise the option; and
•
Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option. The right-of-use assets
comprise the initial measurement of the corresponding lease
liability, lease payments made at or before the commencement
day, less any lease incentives received and any initial direct
costs. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
The Group recognises a provision for dilapidations in accordance
with IAS 37 where it has a present obligation under a lease contract
to restore a leased property to its original condition at the end of the
lease term. This obligation is typically incurred at the commencement
of the lease, when the Group signs the lease agreement and assumes
responsibility for the restoration. The provision is measured at the
present value of the expected costs to settle the obligation.
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Notes to the financial statements
continued
1. Material accounting policies
continued
Leases
continued
Right-of-use assets are depreciated over the shorter of lease term
and useful life of the underlying asset.
If a lease transfers ownership of the underlying asset or the cost of
the right-of-use asset reflects that the Group expects to exercise a
purchase option, the related right-of-use asset is depreciated over
the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The Group applies IAS 36 to determine whether a right-of-use asset is
impaired and accounts for any identified impairment loss as described
in the ‘Property, Plant and Equipment’ policy.
Variable rents that do not depend on an index or rate are not included
in the measurement of the lease liability and the right-of-use asset.
The related payments are recognised as an expense in the period in
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”).
The financial statements are presented in pound sterling, which is
the Company’s functional and presentation currency.
In preparing the financial statements, transactions in currencies
other than the entity’s functional currency (foreign currencies) are
recognised at the rates of exchange prevailing on the dates of the
transactions. At each consolidated statement of financial position
date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing at that date. Non-
monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in the consolidated income
statement in the period in which they arise except for exchange
differences on transactions entered into to hedge certain foreign
currency risks (see below under ‘Financial instruments – hedge
accounting’).
For the purpose of presenting consolidated financial statements, the
assets and liabilities of the Group’s foreign operations are translated at
exchange rates prevailing on the consolidated statement of financial
position date. Income and expense items are translated at the average
exchange rates for the period. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in equity
(attributed to non-controlling interests as appropriate).
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate. The Group has elected to treat
goodwill and fair value adjustments arising on acquisitions before the
For the purpose of the cash flow statement, cash and cash equivalents
comprise bank and cash balances, deposits held at call with banks and
financial institutions with original maturities of three months or less
that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. In the consolidated
statement of financial position, bank overdrafts are included in current
Issue costs are capitalised and amortised over the period of the
borrowings. Interest expense is recognised in the consolidated
Research expenditure and development expenditure that do not meet
the criteria for capitalisation are recognised as an expense as incurred.
Operating profit
Operating profit is stated after the share of results of associates but
before finance costs.
Payments to defined contribution retirement benefit schemes are
charged as an expense as they fall due. Payments made to state-
managed retirement benefit schemes are dealt with as payments to
defined contribution schemes where the Group’s obligations under
the schemes are equivalent to those arising in a defined contribution
retirement benefit scheme.
For defined benefit retirement benefit schemes, the cost of providing
benefits is determined using the Projected Unit Credit Method, with
actuarial valuations being carried out at the end of each reporting
period. Remeasurement comprising actuarial gains and losses and
the return on scheme assets (excluding interest) are recognised
immediately in the consolidated statement of financial position with
a charge or credit to the statement of comprehensive income in the
period in which they occur. Remeasurement recorded in the statement
of comprehensive income is not recycled. Usual practice in the UK is
for the remeasurement, included in the statement of comprehensive
income, to be taken to retained earnings but this is not a requirement
of the standard. Past service cost is recognised in profit or loss in the
period of scheme amendment. Net interest is calculated by applying
a discount rate to the net defined benefit liability or asset.
Defined benefit costs are split into three categories:
•
current and past service cost;
•
net-interest expense or income; and
•
remeasurement.
The Group presents the first component of defined benefit costs
within administrative expenses (see note 27) in its consolidated
income statement. Net interest expense or income is recognised
within finance costs. The retirement benefit obligation recognised
in the consolidated statement of financial position represents the
deficit or surplus in the Group’s defined benefit schemes. Any surplus
resulting from this calculation is limited to the present value of any
economic benefits available in the form of refunds from the schemes
The income tax expense or credit for the period is the tax payable on
the current period’s taxable income, based on the applicable income
tax rate, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
Current tax
The current income tax charge is calculated on the basis of the tax
laws enacted or substantively enacted at the end of the reporting
period in the countries where the Company and its subsidiaries
operate and generate taxable income. The current tax is based on
taxable profit for the year. Taxable profit differs from profit before
tax as reported in the consolidated income statement because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Group’s liability for current tax is calculated using
tax rates that have been enacted or substantively enacted by the
consolidated statement of financial position date.
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Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial information and the corresponding tax bases used
in the computation of taxable profit and is accounted for using the
consolidated statement of financial position liability method. Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from
the initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting
profit. Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
consolidated statement of financial position date and reduced to the
extent that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply
in the period when the liability is settled, or the asset is realised based
on tax laws and rates that have been enacted or substantively enacted
at the consolidated statement of financial position date. Deferred tax
is charged or credited in the consolidated income statement, except
when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other
comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax
Land and buildings held for use in the production or supply of goods or
services, or for administrative purposes, are stated in the consolidated
statement of financial position at cost less accumulated depreciation
and any recognised impairment losses.
Properties in the course of construction for production, supply or
administrative purposes, or for purposes not yet determined, are
carried at cost, less any recognised impairment loss. Cost includes
professional fees and, for qualifying assets, borrowing costs capitalised
in accordance with the Group’s accounting policy. Depreciation of
these assets, on the same basis as other property assets, commences
when the assets are ready for their intended use.
Fixtures and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is recognised so as to write off the cost or valuation of
assets (other than land and properties under construction) less their
residual values over their useful lives, using the straight-line method,
on the following bases:
Land and Buildings: |
|
Freehold buildings – over 33-50 years |
|
Leasehold land & buildings – over 50 years or period of lease, if less |
|
Plant, Machinery & Equipment: |
|
Plant, machinery & equipment – over 2-30 years |
|
Vehicles – over 2-10 years |
The gain or loss arising on the disposal or scrappage of an asset is
determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the profit and loss.
There were no material gains or losses on disposal during the year
Investment property, which is property held to earn rentals and/or for
capital appreciation, is stated at cost less accumulated depreciation
and any recognised impairment losses.
Depreciation is assessed on a straight-line basis, over the asset’s useful
Intangible assets acquired in a business combination and recognised
separately from goodwill are initially recognised at their fair value
at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a
business combination with finite useful lives are reported at cost
less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised over their useful life of 15 years.
Intangible assets acquired in a business combination with indefinite
useful lives are carried at cost less accumulated impairment losses.
Intangible assets identified as having indefinite useful lives are
influenced by the nature of the business and the lifespan of the
products sold to which the intangible assets relate.
Brands and licences with finite useful lives are measured initially at
purchase cost and are amortised on a straight-line basis over their
estimated useful lives. Brands and licences with indefinite useful lives
The carrying values of the Group’s non-financial assets, other than
inventories and deferred tax assets, are reviewed at least annually to
determine whether there is an indication of impairment. For goodwill,
the recoverable amount is estimated each year at the same time.
Assets that are subject to amortisation are assessed for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
Where an indication of impairment exists, the recoverable amount is
estimated based on the greater of its value in use and its fair value less
costs to sell.
The Group reviews its identified CGUs for the purposes of testing
goodwill on an annual basis, taking into consideration whether assets
generate independent cash inflows. The recoverable amounts of CGUs
are determined based on the higher of fair value less costs of disposal
and value in use calculations. These calculations require the use of
estimates. Impairment losses are recognised in the statement of
profit or loss in the period in which they occur.
For the purpose of impairment testing, assets that cannot be tested
individually are grouped together into the smallest group of assets
that generate cash inflows from continuing use that are largely
Inventories are stated at the lower of cost and net realisable value.
Where appropriate, cost includes production and other attributable
overhead expenses as described in IAS 2 Inventories. Cost is calculated
by reference to the invoiced value of supplies and attributable costs
of bringing the inventory to its present location and condition. Net
realisable value is the estimated selling price in the ordinary course of
business less estimated costs of completion and the estimated costs
necessary to make the sale.
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Notes to the financial statements
continued
1. Material accounting policies
continued
Inventories
continued
Engineering spares and traded finished goods are held on a first-in,
first-out (“FIFO”) basis. Raw materials, packaging and manufactured
finished goods are recorded at standard cost.
All inventories are reduced to net realisable value where this is lower
than cost.
A provision is made for slow-moving, obsolete and defective inventory
where appropriate.
Inventories include engineering stock within raw materials which
relates to spare parts for plant and machinery. Upon utilisation for
repairs and maintenance the engineering stock is capitalised into
Financial assets and financial liabilities are recognised in the Group’s
statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Initially, these are measured at fair value. For financial instruments not
at fair value through profit or loss, transaction costs are added to or
deducted from the fair value upon initial recognition. For those at fair
value through profit or loss, transaction costs directly attributable are
Financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the time frame established
by regulation or convention in the marketplace. Financial assets are
subsequently measured in their entirety at either amortised cost or
fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured
subsequently at amortised cost:
•
The financial asset is held within a business model whose
objective is to hold financial assets in order to collect contractual
cash flows; and
•
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured
subsequently at fair value through other comprehensive income
(“FVTOCI”):
•
The financial asset is held within a business model whose objective
is achieved by both collecting contractual cash flows and selling
the financial assets; and
•
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair
value through profit or loss (“FVTPL”).
Despite the foregoing, the Group may make the following irrevocable
election/designation at initial recognition of a financial asset:
•
The Group may irrevocably elect to present subsequent changes in
fair value of an equity investment in other comprehensive income
if certain criteria are met; and
•
The Group may irrevocably designate a debt investment that
meets the amortised cost or FVTOCI criteria as measured at
FVTPL if doing so eliminates or significantly reduces an
accounting mismatch.
(i) Amortised cost and effective interest method
The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating interest income
over the relevant period.
For financial assets other than purchased or originated credit-
impaired financial assets (i.e. assets that are credit-impaired on
initial recognition), the effective interest rate is the rate that exactly
discounts estimated future cash receipts (including all fees and points
paid or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) excluding
expected losses, through the expected life of the debt instrument, or,
where appropriate, a shorter period, to the gross carrying amount of
the debt instrument on initial recognition. For purchased or originated
credit-impaired financial assets, a credit-adjusted effective interest
rate is calculated by discounting the estimated future cash flows,
including expected credit losses, to the amortised cost of the debt
instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the
financial asset is measured at initial recognition minus the principal
repayments, plus the cumulative amortisation using the effective
interest method of any difference between the initial amount and the
maturity amount, adjusted for any loss allowance. The gross carrying
amount of a financial asset is the amortised cost of a financial asset
before adjusting for any loss allowance.
Interest income is recognised using the effective interest method for
debt instruments measured subsequently at amortised cost and at
FVTOCI. For financial assets other than purchased or originated credit-
impaired financial assets, interest income is calculated by applying
the effective interest rate to the gross carrying amount of a financial
asset, except for financial assets that have subsequently become
credit-impaired (see below).
For financial assets that have subsequently become credit-impaired,
interest income is recognised by applying the effective interest rate to
the amortised cost of the financial asset. If, in subsequent reporting
periods, the credit risk on the credit-impaired financial instruments
improves so that the financial asset is no longer credit-impaired,
interest income is recognised by applying the effective interest rate
to the gross carrying amount of the financial asset.
For purchased or originated credit-impaired financial assets, the Group
recognises interest income by applying the credit-adjusted effective
interest rate to the amortised cost of the financial asset from initial
recognition. The calculation does not revert to the gross basis even if
the credit risk of the financial asset subsequently improves so that the
financial asset is no longer credit-impaired.
Interest income is recognised in the consolidated income statement
and is included within finance income.
Financial assets that do not meet the criteria for being measured at
amortised cost or FVTOCI are measured at FVTPL. Specifically:
•
Investments in equity instruments are classified as at FVTPL, unless
the Group designates an equity investment that is neither held
for trading nor a contingent consideration arising from a business
combination as at FVTOCI on initial recognition.
•
Debt instruments that do not meet the amortised cost criteria
or the FVTOCI criteria are classified as at FVTPL. In addition,
debt instruments that meet either the amortised cost criteria or
the FVTOCI criteria may be designated as at FVTPL upon initial
recognition if such designation eliminates or significantly reduces
a measurement or recognition inconsistency (so called “accounting
mismatch”) that would arise from measuring assets or liabilities or
recognising the gains and losses on them on different bases. The
Group has not designated any debt instruments as at FVTPL.
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Financial assets at FVTPL are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in the
consolidated income statement to the extent they are not part of a
designated hedging relationship (see hedge accounting policy). The
net gain or loss recognised in the consolidated income statement
includes any dividend or interest earned on the financial asset and
is included in the ‘other gains and losses’ line item. Fair value is
The carrying amount of financial assets that are denominated in a
foreign currency is determined in that foreign currency and translated
at the spot rate at the end of each reporting period. Specifically:
•
For financial assets measured at amortised cost that are not part
of a designated hedging relationship, exchange differences are
recognised in the consolidated income statement in the ‘other
gains and losses’ line item;
•
For debt instruments measured at FVTOCI that are not part of
a designated hedging relationship, exchange differences on the
amortised cost of the debt instrument are recognised in the
consolidated income statement in the ‘other gains and losses’
line item. Other exchange differences are recognised in other
comprehensive income in the investment’s revaluation reserve;
•
For financial assets measured at FVTPL that are not part of
a designated hedging relationship, exchange differences are
recognised in the consolidated income statement in the ‘other
gains and losses’ line item; and
•
For equity instruments measured at FVTOCI, exchange differences
are recognised in other comprehensive income in the investments
revaluation reserve.
See hedge accounting policy regarding the recognition of exchange
differences where the foreign currency risk component of a financial
asset is designated as a hedging instrument for a hedge of foreign
The Group recognises a loss allowance for expected credit losses on
trade and other receivables. The amount of expected credit losses is
updated at each reporting date to reflect changes in credit risk since
initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL for trade receivables and
lease receivables. The expected credit losses on these financial assets
are estimated using a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are specific to the
debtors, general economic conditions and an assessment of both the
current as well as the forecast direction of conditions at the reporting
date, including the time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime ECL
when there has been significant increase in credit risk since initial
recognition. However, if the credit risk on the financial instrument
has not increased significantly since initial recognition, the Group
measures the loss allowance for that financial instrument at an
amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result
from all possible default events over the expected life of a financial
instrument. In contrast, 12-month ECL represents the portion of
lifetime ECL that is expected to result from default events on a
financial instrument that is possible within 12 months after the
reporting date.
(i) Significant increase in credit risk
In evaluating credit risk changes since initial recognition, the Company
compares the default risk of a financial instrument at the reporting
date versus its initial recognition. This involves analysing both
quantitative and qualitative data, including historical and forward-
looking information that is accessible without undue cost or effort.
Forward-looking insights are drawn from industry forecasts, economic
reports, and other credible sources affecting the Company’s debtors.
In particular, the following information is taken into account
when assessing whether credit risk has increased significantly since
initial recognition:
•
An actual or expected significant deterioration in the financial
instrument’s external (if available) or internal credit rating;
•
Significant deterioration in external market indicators of credit
risk for a particular financial instrument, e.g. a significant increase
in the credit spread, the credit default swap prices for the debtor,
or the length of time or the extent to which the fair value of a
financial asset has been less than its amortised cost;
•
Existing or forecast adverse changes in business, financial or
economic conditions that are expected to cause a significant
decrease in the debtor’s ability to meet its debt obligations;
•
An actual or expected significant deterioration in the operating
results of the debtor;
•
Significant increases in credit risk on other financial instruments
of the same debtor;
•
An actual or expected significant adverse change in the regulatory,
economic, or technological environment of the debtor that
results in a significant decrease in the debtor’s ability to meet
its debt obligations.
Irrespective of the outcome of the above assessment, the Group
presumes that the credit risk on a financial asset has increased
significantly since initial recognition when contractual payments are
more than 30 days past due, unless the Group has reasonable and
supportable information that demonstrates otherwise.
Despite the foregoing, the Group assumes that the credit risk on
a financial instrument has not increased significantly since initial
recognition if the financial instrument is determined to have low
credit risk at the reporting date. A financial instrument is determined
to have low credit risk if:
(1) The financial instrument has a low risk of default;
(2)
The debtor has a strong capacity to meet its contractual cash flow
obligations in the near term; and
(3)
Adverse changes in economic and business conditions in the
longer term may, but will not necessarily, reduce the ability of the
borrower to fulfil its contractual cash flow obligations.
Princes Group
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Financials
| Additional information
112
Notes to the financial statements
continued
1. Material accounting policies
continued
Impairment of financial assets
continued
The Group considers a financial asset to have low credit risk when the
asset has external credit rating of ‘investment grade’ in accordance
with the globally understood definition or, if an external rating is not
available, the asset has an internal rating of ‘performing’. Performing
means that the counterparty has a strong financial position and there
are no past due amounts.
For financial guarantee contracts, the date that the Group becomes
a party to the irrevocable commitment is considered to be the date
of initial recognition for the purposes of assessing the financial
instrument for impairment. In assessing whether there has been
a significant increase in the credit risk since initial recognition of a
financial guarantee contract, the Group considers the changes in the
risk that the specified debtor will default on the contract.
The Group regularly monitors the effectiveness of the criteria used
to identify whether there has been a significant increase in credit risk
and revises them as appropriate to ensure that the criteria are capable
of identifying significant increase in credit risk before the amount
becomes past due.
(ii) Definition of default
The Group considers the following as constituting an event of default
for internal credit risk management purposes as historical experience
indicates that financial assets that meet either of the following criteria
are generally not recoverable:
•
When there is a breach of financial covenants by the debtor; or
•
Information developed internally or obtained from external
sources indicates that the debtor is unlikely to pay its creditors,
including the Group, in full (without taking into account any
collateral held by the Group).
Irrespective of the above analysis, the Group considers that default
has occurred when a financial asset is more than 90 days past due
unless the Group has reasonable and supportable information to
demonstrate that a more lagging default criterion is more appropriate.
(iii) Write-off policy
The Group writes off a financial asset when there is information
indicating that the debtor is in severe financial difficulty and there
is no realistic prospect of recovery, e.g. when the debtor has been
placed under liquidation or has entered into bankruptcy proceedings.
Financial assets written off may still be subject to enforcement
activities under the Group’s recovery procedures, taking into account
legal advice where appropriate. Any recoveries made are recognised
in the consolidated income statement.
(iv) Measurement and recognition of expected credit losses
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss provision
for trade and other receivables. To measure expected credit losses,
gross trade receivables are assessed regularly by each business unit
with reference to considerations such as the current status of the
relationship with the customer, the geographical location of each
customer and days past due.
Expected losses are determined based on the historical experience
of write-offs compared to the level of trade receivables. These
historical loss expectations are adjusted for current and forward-
looking information on macroeconomic factors affecting the
Group’s customers, such as inflation, interest rates and
The Group derecognises a financial asset only when the contractual
rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers
nor retains substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts
it may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities
or as equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest
in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Group are recognised at the proceeds
received net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised
and deducted directly in equity. No gain or loss is recognised in
the consolidated income statement on the purchase, sale, issue or
cancellation of the Company’s own equity instruments.
All financial liabilities are measured subsequently at amortised cost
using the effective interest method or at FVTPL.
The effective interest method is a method of calculating the amortised
cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability, or (where appropriate) a shorter
For financial liabilities that are denominated in a foreign currency
and are measured at amortised cost at the end of each reporting
period, the foreign exchange gains and losses are determined based
on the amortised cost of the instruments. These foreign exchange
gains and losses are recognised in the ‘other gains and losses’ line
item in the consolidated income statement for financial liabilities
that are not part of a designated hedging relationship. For those
which are designated as a hedging instrument for a hedge of foreign
currency risk foreign exchange gains and losses are recognised in other
comprehensive income and accumulated in a separate component
of equity.
The fair value of financial liabilities denominated in a foreign currency
is determined in that foreign currency and translated at the spot rate
at the end of the reporting period. For financial liabilities that are
measured as at FVTPL, the foreign exchange component forms part
of the fair value gains or losses and is recognised in the consolidated
income statement for financial liabilities that are not part of a
Princes Group
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113
The Group derecognises financial liabilities when, and only when,
the Group’s obligations are discharged, cancelled or have expired.
The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised
in the consolidated income statement.
When the Group exchanges with the existing lender one debt
instrument into another one with substantially different terms,
such exchange is accounted for as an extinguishment of the original
The Group enters into a variety of derivative financial instruments to
manage its exposure to interest rate and foreign exchange rate risk,
including foreign exchange forward contracts, interest rate swaps and
currency swaps. Further details of derivative financial instruments are
disclosed in note 25.
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently remeasured to their fair
value at each reporting date. The resulting gain or loss is recognised in
the consolidated income statement immediately unless the derivative
is designated and effective as a hedging instrument, in which event
the timing of the recognition in the consolidated income statement
depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset
whereas a derivative with a negative fair value is recognised as a
financial liability. Derivatives are not offset in the financial statements
unless the Group has both legal right and intention to offset. A
derivative is presented as a non-current asset or a non-current liability
if the remaining maturity of the instrument is more than 12 months
and it is not expected to be realised or settled within 12 months.
The Group designates its derivative hedging instruments in respect
of foreign currency risk. Hedges of foreign exchange risk on firm
commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents
the relationship between the hedging instrument and the hedged
item, along with its risk management objectives and its strategy for
undertaking various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group documents whether
the hedging instrument is effective in offsetting changes in cash flows
of the hedged item attributable to the hedged risk, which is when
the hedging relationships meet all of the following hedge
effectiveness requirements:
•
There is an economic relationship between the hedged item and
the hedging instrument;
•
The effect of credit risk does not dominate the value changes that
result from that economic relationship; and
•
The hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the Group
actually hedges and the quantity of the hedging instrument that
the Group actually uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness
requirement relating to the hedge ratio but the risk management
objective for that designated hedging relationship remains the same,
the Group adjusts the hedge ratio of the hedging relationship (i.e.
rebalances the hedge) so that it meets the qualifying criteria again.
The Group designates the full change in the fair value of a forward
contract (i.e. including the forward elements) as the hedging instrument
for all of its hedging relationships involving forward contracts.
The Group designates only the intrinsic value of option contracts
as a hedged item, i.e. excluding the time value of the option. The
changes in the fair value of the aligned time value of the option are
recognised in other comprehensive income and accumulated in the
cost of hedging reserve. If the hedged item is transaction-related, the
time value is reclassified to the consolidated income statement when
the hedged item affects the consolidated income statement. If the
hedged item is time-period related, then the amount accumulated
in the cost of hedging reserve is reclassified to the consolidated
income statement on a rational basis – the Group applies straight-line
amortisation. Those reclassified amounts are recognised in the
consolidated income statement in the same line as the hedged
item. If the hedged item is a non-financial item, then the amount
accumulated in the cost of hedging reserve is removed directly from
equity and included in the initial carrying amount of the recognised
non-financial item. Furthermore, if the Group expects that some
or all of the loss accumulated in cost of hedging reserve will not be
recovered in the future, that amount is immediately reclassified to
the consolidated income statement.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that
are designated and qualify as cash flow hedges is recognised in other
comprehensive income. In the event that there is an ineffective
portion, the gain or loss relating to the ineffective portion is
recognised immediately in the consolidated income statement,
and is included in the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and
accumulated in equity are reclassified to the consolidated income
statement in the periods when the hedged item is recognised in the
consolidated income statement, in the same line of the consolidated
income statement as the recognised hedged item. However, when
the forecast transaction that is hedged results in the recognition of
a non-financial asset or a non-financial liability, the gains and losses
previously accumulated in equity are transferred from equity and
included in the initial measurement of the cost of the non-financial
asset or non-financial liability. This transfer does not affect other
comprehensive income. Furthermore, if the Group expects that some
or all of the loss accumulated in the cash flow hedging reserve will not
be recovered in the future, that amount is immediately reclassified to
the consolidated income statement.
The Group discontinues hedge accounting only when the hedging
relationship (or a part thereof) ceases to meet the qualifying criteria
(after rebalancing, if applicable). This includes instances when the
hedging instrument expires or is sold, terminated or exercised. The
discontinuation is accounted for prospectively. Any gain or loss
recognised in other comprehensive income and accumulated in
the cash flow hedge reserve at that time remains in equity and is
reclassified to the consolidated income statement when the forecast
transaction occurs. When a forecast transaction is no longer expected
to occur, the gain or loss accumulated in the cash flow hedge reserve
Provisions are recognised when the Group has a present obligation
(legal or constructive) as a result of a past event, it is probable that
the Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding
the obligation. Where a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the
present value of those cash flows.
Princes Group
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114
Notes to the financial statements
continued
1. Material accounting policies
continued
Provisions
continued
When some or all of the economic benefits required to settle a
provision are expected to be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that reimbursement will be
A final dividend is recognised when it is declared by the Company
in general meeting or by the members passing a written resolution.
In the case of an interim dividend authorised under common articles
of association, this will normally be when the dividend is paid.
Accordingly, if an interim dividend is announced before the end of the
reporting period but not paid until the next reporting period, this will
not result in a liability at the reporting date.
Dividends received are recognised in the consolidated income
statement according to the accrual’s principle, i.e. in the year in which
the related right to receive them emerges, following the shareholders’
resolution to distribute dividends from the investee company.
Distributed dividends are shown as changes in equity in the year in
Critical accounting judgements
In the application of the Group’s accounting policies, which are
described above, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets
and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical
experience and other factors that are relevant. Actual results may
differ from these estimates.
The estimates and assumptions are continuously reviewed, with any
revisions being recognised in the period of the change if it affects only
that period, or in both the current and future periods if applicable.
Joint arrangements
Judgement has been made regarding the classification of the EOL joint
arrangement as a joint operation in accordance with IFRS 11; see basis
of consolidation for further detail.
In accordance with IFRS 15, a judgement has been made regarding
the classification of EOL product sales as a principal, ensuring proper
recognition and presentation in the financial statements; see the
revenue recognition accounting policy for further details.
Non-recognition of deferred tax asset
In accordance with IAS 12, no deferred tax asset has been recognised
on unrelieved tax losses and other deductible temporary differences
materially relating to our Italian entity (PIA), as the management
do not consider it probable that there will be future taxable profits
against which they can be utilised; see note 28.
Debt factoring
In determining the appropriate accounting treatment for the Group’s
debt factoring arrangements, judgement was applied in assessing
whether substantially all risks and rewards associated with the
transferred trade receivables had passed to the third-party
financial institution as required by IFRS 9. The following aspects
were considered:
•
Credit Risk: The risk of default by customers transferring to the
factor was evaluated. Under the non-recourse agreement, the
financial institution assumes responsibility for credit losses,
meaning the Group no longer bears the risk of customer non-
payment except for rare cases of fraud or breach of warranty.
•
Late Payment and Interest Risk: An assessment was performed
on the extent to which the risk associated with delayed payment
and the associated time value of money had been transferred.
The factor is entitled to payment from the Group within specified
periods following customer settlement. Any residual late payment
risk retained by the Group was determined to be immaterial, given
the quality and profile of the debtor portfolio.
•
Qualitative Variability Analysis: A qualitative review of the nature
and frequency of risk outcomes both before and after transfer was
performed, considering debtor characteristics, previous payment
history, and contractual protections.
•
Quantitative Variability Analysis: A quantitative assessment
incorporating scenario modelling of credit loss rates and payment
delays was performed, calculating the expected variability in cash
flows associated with the receivables. This analysis indicated that
over 90% of the risks and rewards had been transferred to the
factor, which was deemed sufficient to support derecognition.
Based on these assessments, it was concluded that the Group had
transferred substantially all risks and rewards of ownership of
the receivables to the financial institution, in line with IFRS 9. The
receivables were derecognised from the consolidated statement of
financial position, with no corresponding liability recognised within
borrowings. Amounts collected from customers after transfer, but
before payment to the factor, were classified as short-term financial
liabilities. During the month of December, the Company collected
amounts from customers totalling £20.9 million, relating
to receivables previously assigned to the factor. In accordance
with IFRS 9, these amounts have been reclassified as short-term
financial liabilities.
This is a change from the prior year where based on the terms of the
debt factoring arrangement, the risks and rewards of ownership of
the receivables had not transferred to the financial institution so the
receivables were not derecognised from the consolidated statement
of financial position and the corresponding liability was recognised
within borrowings.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources
of estimation uncertainty at the statement of financial position date,
that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial
year, are discussed below.
The measurement of the defined benefit pension scheme requires the
estimation of future changes in salaries, inflation, longevity of current
and deferred members and the selection of a suitable discount rate, as
set out in note 27. The Group engages with Mercer, a global professional
services company whose specialisms include actuarial advice, to support
the process of establishing reasonable bases for all of these estimates,
to ensure they are appropriate to the Group’s particular circumstances.
An analysis of the Group’s revenue is as follows:
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Continuing operations |
||
Revenues from contracts with customers |
1,871,531 |
1,275,223 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
115
The operating segment is a part of the Group that undertakes business activities that generate revenue and costs, whose operating results are
periodically reviewed by the Chairman, in his role as Chief Operating Decision Maker (“CODM”), for the purpose of taking decisions on the
resources to be allocated to the segment and evaluating results, and for which financial information is available.
IFRS 8—Operating Segments defines an operating segment as a component:
•
That engages in business activities from which it may earn revenues and incur expenses.
•
Whose operating results are reviewed regularly by the entity’s chief operating decision maker.
•
For which discrete financial information is available.
For the purposes of IFRS 8, the Group’s activity is identifiable in the following business segments: Foods, Fish, Italian, Oils, and Drinks.
Food: The Group supplies a large variety of foods such as baked beans, soups, ready meals, peas and pulses through the large food retailer and
foodservice sales channels, which are predominantly manufactured in the UK.
Fish: The Group supplies ambient tuna, mackerel, salmon and other fish in the UK and the EEA. The business unit is primarily served through the
two production facilities in Mauritius.
Italian: The Group supplies canned tomatoes, branded pasta, pulses and oil products through the large food retailer, which are primarily
manufactured in Italy.
Oils: The Group’s Oils business unit consists of a joint arrangement with Archer Daniels Midland (UK) Limited called Edible Oils Limited,
established in 2005. The Oils business unit predominantly operates out of the Group’s production facilities located in the UK, along with
a facility in Poland. Products supplied are seed, olive and speciality oils, and compound fats.
Drinks: The Group’s Drinks business unit supplies a range of customer own brand juices, squash and carbonates, operating out of three
production facilities in the UK.
The Chairman uses a measure of earnings before interest, tax, depreciation and amortisation to assess the performance of the operating
segments. The Chairman also receives monthly information about the segments’ revenue disclosed below.
The following table provides a breakdown of revenue from contracts with customers by business unit as monitored by management.
Year ended 31 December 2025
Foods |
Fish |
Italian |
Oils |
Drinks |
Other |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Total Revenue |
623,181 |
350,992 |
309,844 |
281,495 |
306,019 |
– |
1,871,531 |
Cost of sales |
466,210 |
295,165 |
242,510 |
257,930 |
227,090 |
2,023 |
1,490,928 |
Distribution costs |
31,273 |
12,915 |
20,326 |
4,961 |
27,549 |
692 |
97,716 |
Administrative expenses |
81,578 |
29,599 |
30,942 |
9,633 |
51,573 |
5,347 |
208,672 |
Other operating income |
– |
– |
– |
– |
– |
(1,691) |
(1,691) |
Share of net (profit) of associates |
– |
(121) |
– |
– |
– |
– |
(121) |
Operating profit |
44,120 |
13,434 |
16,066 |
8,971 |
(193) |
(6,371) |
76,027 |
Net finance costs |
82 |
– |
212 |
(253) |
– |
20,585 |
20,626 |
Profit/(loss) before income tax |
44,038 |
13,434 |
15,854 |
9,224 |
(193) |
(26,956) |
55,401 |
Non-controlling interest adjustment (i) |
– |
(4,657) |
– |
– |
– |
– |
(4,657) |
Depreciation, amortisation and finance costs |
25,358 |
6,613 |
14,516 |
1,581 |
15,952 |
29,252 |
93,272 |
EBITDA |
69,396 |
15,390 |
30,370 |
10,805 |
15,759 |
2,296 |
144,016 |
Unaudited nine months ended 31 December 2024
Foods |
Fish |
Italian |
Oils |
Drinks |
Other |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Total Revenue |
401,602 |
295,855 |
114,890 |
233,581 |
229,295 |
– |
1,275,223 |
Cost of sales |
316,088 |
253,014 |
96,350 |
218,473 |
174,301 |
(604) |
1,057,622 |
Distribution costs |
17,872 |
12,288 |
6,308 |
4,265 |
22,718 |
344 |
63,795 |
Administrative expenses |
44,384 |
23,038 |
14,557 |
5,601 |
34,878 |
13,074 |
135,532 |
Other operating income |
– |
– |
– |
– |
– |
– |
– |
Share of net (profit) of associates |
– |
(97) |
– |
– |
– |
– |
(97) |
Operating profit |
23,258 |
7,612 |
(2,325) |
5,242 |
(2,602) |
(12,814) |
18,371 |
Net finance (income)/cost |
– |
– |
– |
(94) |
– |
24,244 |
24,150 |
Profit/(loss) before income tax |
23,258 |
7,612 |
(2,325) |
5,336 |
(2,602) |
(37,058) |
(5,779) |
Non-controlling interest adjustment (i) |
– |
(1,545) |
– |
– |
– |
– |
(1,545) |
Depreciation, amortisation and finance costs |
13,937 |
3,808 |
5,640 |
1,290 |
10,945 |
28,563 |
64,183 |
EBITDA |
37,195 |
9,875 |
3,315 |
6,626 |
8,343 |
(8,495) |
56,859 |
(i)
Non-controlling interest adjustment is required to reconcile profit before income tax reported in the income statement to the measure used by the CODM when
assessing performance. This is because the measure of EBITDA used by the CODM is exclusive of non-controlling interest.
Princes Group
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| Additional information
116
Notes to the financial statements
continued
3. Segmental reporting
continued
The following table provides a breakdown of revenue from continuing
operations in the geographical area as monitored by management:
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
UK | 1,365,914 | 1,004,152 |
Italy | 85,187 | 18,806 |
Germany | 89,061 | 25,653 |
Spain | 70,948 | 66,499 |
Poland | 66,427 | 44,687 |
Scandinavia | 32,264 | 30,614 |
Other Countries | 161,730 | 84,812 |
1,871,531 | 1,275,223 |
The following table provides a breakdown of revenue from continuing
operations by distribution channel as monitored by management:
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Large food retailers | 1,574,939 | 1,053,862 |
B2B partners | 172,188 | 104,935 |
Food services | 124,404 | 116,426 |
1,871,531 | 1,275,223 |
Operating profit for the year has been arrived at after charging/(crediting):
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Depreciation of property, plant and | ||
equipment | 46,629 | 30,671 |
Depreciation of right-of-use assets | 21,733 | 7,539 |
Depreciation of investment property | 496 | – |
Profit on disposal of fixed assets and | ||
right-of-use assets | 515 | 511 |
Research and development costs | 2,664 | 2,119 |
Amortisation of other intangible fixed assets | 3,789 | 1,072 |
Royalties payable | 1,091 | 821 |
Net foreign exchange (gains) | (272) | (6) |
Cost of inventories recognised as an expense | 1,438,377 | 1,052,829 |
Write downs of inventories recognised as an | ||
expense | 5,707 | 5,845 |
Employee benefit expenses | 244,333 | 129,206 |
The auditor’s remuneration for audit and other services is disclosed in
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Rental income | 1,691 | – |
Employee benefit expenses (including Directors) comprise:
Group | ||
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Wages and salaries | 197,461 | 108,985 |
Social security costs | 28,003 | 11,295 |
Other pension costs | 18,869 | 8,926 |
244,333 | 129,206 | |
The average monthly number of employees during the year, including
Directors, was:
Group | ||
Unaudited | ||
nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
No. | No. | |
Office management | 1,544 | 1,448 |
Manufacturing, warehousing and | ||
transport | 5,801 | 4,950 |
7,345 | 6,398 | |
Temporary sub-contracted agency staff | 507 | 429 |
7,852 | 6,827 | |
Included within wages and salaries are costs in respect of temporary
sub-contracted agency employees of the Group: £3,420,000 (2024:
The remuneration of the Directors, who are considered the key
management personnel of the Company, is set out below in
aggregate for each of the categories specified in IAS 24 ‘Related Party
Disclosures’.
Nine-month | ||
Year ended | period ended | |
31 December | 31 December | |
2025 | 2024 | |
Group and Company | £’000 | £’000 |
Short-term employee benefits | 563 | 884 |
No. | No. | |
Directors to whom retirement benefits are | ||
accruing for qualifying services in respect | ||
of defined benefit pension schemes | – | – |
The emoluments of the highest paid Director in the year were
£517,673 (nine months ended 31 December 2024: £375,458).
Further information can be obtained in the Directors’ remuneration
report.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
117
7. Directors’ remuneration
continued
The financial statements for the year ended 31 December 2024 have
been restated to correct the disclosure of the emoluments of the
highest paid director. This was previously reported as £366,000 and
The analysis of the auditor’s remuneration is as follows:
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Fees payable to the Company’s auditor |
||
and their associates for the audit of the |
||
Company’s financial statements |
1,273 |
565 |
Fees payable to the Company’s auditor |
||
and their associates for other services to |
||
the Group: |
||
– The audit of the Company’s subsidiaries |
333 |
362 |
Total audit fees |
1,606 |
927 |
Fees payable to the Company’s auditor for |
||
other services to the Group pursuant to |
||
legislation: |
||
– Other assurance services |
2,569 |
1 |
Total non-audit fees |
2,569 |
1 |
Other assurance services relate to Reporting Accountant services
| Group |
||
Unaudited |
||
nine-month |
||
| Year ended |
period ended |
|
| 31 December |
31 December |
|
| 2025 |
2024 |
|
| £’000 |
£’000 |
|
Finance income: |
||
Interest income on defined benefit |
||
pension schemes |
32 |
40 |
Interest income from parent undertakings |
946 |
– |
Interest income on deposits |
12,804 |
– |
Other interest income |
3,481 |
– |
17,263 |
40 |
|
Finance costs: |
||
Interest on defined benefit pension |
||
schemes |
(318) |
– |
Interest on loans and overdrafts |
(11,686) |
(1,128) |
Interest on lease liabilities |
(2,438) |
(961) |
Interest on loans from parent |
||
undertakings |
(23,175) |
(22,101) |
Other interest expense |
(272) |
– |
(37,889) |
(24,190) |
|
Net finance income and costs |
(20,626) |
(24,150) |
a) Analysis of tax expense in the year/period:
Group |
||
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Current tax: |
||
UK corporation tax on profits for the year |
7,609 |
2,815 |
Adjustments in respect of previous years |
(752) |
– |
6,857 |
2,815 |
|
Foreign tax |
1,315 |
687 |
Total current tax |
8,172 |
3,502 |
Deferred tax: |
||
Origination and reversal of timing |
||
differences |
7,304 |
(1,027) |
Adjustments in respect of prior years |
2,777 |
– |
Total deferred tax |
10,081 |
(1,027) |
Total tax expense for the year/period |
||
(note 10b) |
18,253 |
2,475 |
b) Factors affecting tax charge for the year/period
Group |
||
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Profit/(loss) on ordinary activities |
||
before tax |
55,401 |
(5,779) |
Tax at the UK corporation tax rate |
||
of 25% (2024: 25%) |
13,850 |
(1,445) |
Effects of: |
||
Tax effect of expenses not deductible |
4,115 |
2,932 |
Adjustments to tax charge in respect of |
||
previous periods |
2,026 |
102 |
Tax effect of utilisation of tax losses not |
||
previously recognised |
(817) |
443 |
Change in unrecognised deferred tax |
||
assets |
– |
263 |
Effect of different tax rates of subsidiaries |
||
operating in other jurisdictions |
(921) |
180 |
Income tax for the year (note 10 (a)) |
18,253 |
2,475 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
118
Notes to the financial statements
continued
10. Income tax expense
continued
b) Factors affecting tax charge for the year/period
continued
In addition to the amount charged to the consolidated income
statement, the following amounts relating to tax have been
recognised in other comprehensive income:
Group |
||
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Deferred tax relating to items that will |
||
not be reclassified to profit or loss |
198 |
248 |
Tax relating to items that may be |
||
reclassified to profit or loss |
400 |
97 |
598 |
345 |
|
The Group has unused tax losses of £113,999,139 (31 December 2024:
£102,292,000) available for offset against future profits. No deferred
tax asset has been recognised in respect of these losses as it is not
considered probable that there will be future taxable profits available.
All losses may be carried forward indefinitely.
Global minimum top-up tax
Pillar Two legislation has been enacted or substantively enacted in
certain jurisdictions in which the Group operates and the Group is in
the scope of this legislation. The legislation is effective for the Group’s
financial year beginning 1 January 2024. Management has performed
an assessment of the Group’s potential exposure to Pillar Two income
taxes, based on the qualifying Country-by-Country Report (“CbCR”)
data for the Group. Based on this assessment, most jurisdictions benefit
from the transitional safe harbour rules due to the application of the
de minimis test, simplified ETR test or routine profits test or have no
locally enacted domestic top-up tax. Income tax expense recognised in
the consolidated statement of profit or loss in 2025 related to Pillar Two
income taxes is therefore £nil (2024: not applicable). The Group has
applied the exception to recognising and disclosing information about
The calculation of earnings per ordinary share is based on earnings
after tax attributable to equity shareholders of the Company and the
weighted average number of ordinary shares in issue during the year.
The calculation of the basic and diluted earnings per share is based on
the following data:
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£ |
£ |
|
Earnings/(Loss) |
||
Earnings/(Loss) for the purposes of |
||
earnings per share being net profit |
||
attributable to owners of the parent |
||
entity |
35,705,934 |
(7,450,000) |
Number of shares |
||
Weighted average number of ordinary |
||
shares for the purposes of basic and |
||
diluted earnings per share |
96,803,741 |
70,000,000 |
Basic and diluted earnings per share |
£0.37 |
(£0.11) |
There are no potential ordinary shares that could be dilutive or anti-
dilutive to the earnings per share measure. The weighted average
number of shares used to calculate the earnings per share for the nine
months ended 31 December 2024 has been adjusted retrospectively,
in line with IAS 33, for the subdivision of shares that reduced the
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Amounts recognised as distributions |
||
to equity holders in the period: |
||
Interim dividend for the nine-month |
||
period ended 31 December 2024 of |
||
324.8p per ordinary share |
– |
22,735 |
Final dividend for the year ended |
||
31 December 2025: nil (nine-month |
||
period ended 31 December 2024: nil) |
– |
– |
– |
22,735 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
119
Group
Goodwill |
Brands |
Licences |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
||||
At 31 March 2024 |
45,496 |
25,023 |
32,802 |
103,321 |
Additions |
– |
– |
617 |
617 |
At 31 December 2024 (unaudited) |
45,496 |
25,023 |
33,419 |
103,938 |
Additions |
7,697 |
41,756 |
141 |
49,594 |
At 31 December 2025 |
53,193 |
66,779 |
33,560 |
153,532 |
Amortisation and impairment: |
||||
At 31 March 2024 |
11,778 |
– |
25,168 |
36,946 |
Charge for the year |
– |
– |
1,072 |
1,072 |
At 31 December 2024 (unaudited) |
11,778 |
– |
26,240 |
38,018 |
Charge for the year |
– |
2,127 |
1,662 |
3,789 |
At 31 December 2025 |
11,778 |
2,127 |
27,902 |
41,807 |
Carrying values: |
||||
At 31 March 2024 |
33,718 |
25,023 |
7,634 |
66,375 |
At 31 December 2024 (unaudited) |
33,718 |
25,023 |
7,179 |
65,920 |
At 31 December 2025 |
41,415 |
64,652 |
5,658 |
111,725 |
Additions during the year ended 31 December 2025 include amounts acquired through business combinations; see note 37. Assets acquired
include £7.7 million of goodwill and £41.8 million of brands.
The following table shows the categories of brands that make up the total amount capitalised within intangible assets:
Canning |
Napolina |
Oils |
Symingtons |
Newlat |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Carrying value: |
||||||
At 31 March 2024 |
11,555 |
7,293 |
6,175 |
– |
– |
25,023 |
At 31 December 2024 |
11,555 |
7,293 |
6,175 |
– |
– |
25,023 |
At 31 December 2025 |
11,555 |
7,293 |
6,175 |
23,177 |
16,452 |
64,652 |
Indefinite |
Amortised |
Total |
|
£’000 |
£’000 |
£’000 |
|
Carrying value: |
|||
At 31 December 2024 |
25,023 |
– |
25,023 |
At 31 December 2025 |
41,475 |
23,177 |
64,652 |
The Group determines that certain brands have an indefinite useful life based on the longevity of the brand.
Amortised brands are written down over their 15-year lives.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
120
Notes to the financial statements
continued
13. Intangible assets
continued
Company
Goodwill |
Brands |
Licences |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
||||
At 31 March 2024 |
45,742 |
25,023 |
27,715 |
98,480 |
Additions |
– |
– |
772 |
772 |
At 31 December 2024 |
45,742 |
25,023 |
28,487 |
99,252 |
Additions |
– |
– |
425 |
425 |
At 31 December 2025 |
45,742 |
25,023 |
28,912 |
99,677 |
Amortisation and impairment: |
||||
At 31 March 2024 |
11,150 |
– |
22,184 |
33,334 |
Charge for the year |
– |
– |
1,228 |
1,228 |
At 31 December 2024 |
11,150 |
– |
23,412 |
34,562 |
Charge for the year |
– |
– |
1,662 |
1,662 |
At 31 December 2025 |
11,150 |
– |
25,074 |
36,224 |
Carrying values: |
||||
At 31 March 2024 |
34,592 |
25,023 |
5,531 |
65,146 |
At 31 December 2024 |
34,592 |
25,023 |
5,075 |
64,690 |
At 31 December 2025 |
34,592 |
25,023 |
3,838 |
63,453 |
The following table shows the individual brands that make up the total amount capitalised within intangible assets:
Company
Canning |
Napolina |
Oils |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost and carrying value: |
||||
At 31 March 2024 |
11,555 |
7,293 |
6,175 |
25,023 |
At 31 December 2024 |
11,555 |
7,293 |
6,175 |
25,023 |
At 31 December 2025 |
11,555 |
7,293 |
6,175 |
25,023 |
Impairment
As at 31 December 2025, the consolidated statement of financial position included goodwill of £41.4 million (2024: £33.7 million) and
indefinite life brands of £41.5 million (2024: £25.0 million). Goodwill has been generated from business combinations that have previously
taken place. Goodwill and brands are allocated to the Group’s CGUs as follows:
Goodwill |
Indefinite life brands |
||||||
Primary |
Discount rate |
Discount rate |
31 December |
31 December |
31 December |
31 December |
|
reporting |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
CGUs |
segment |
% |
% |
£’000 |
£’000 |
£’000 |
£’000 |
Napolina |
Italian |
7.9 |
8.4 |
7,369 |
7,369 |
7,293 |
7,293 |
Canning |
Foods |
7.3 |
7.6 |
25,928 |
25,928 |
11,555 |
11,555 |
Wielkopolski |
Oils |
7.6 |
7.9 |
421 |
421 |
– |
– |
UK Oils |
Oils |
7.5 |
7.6 |
– |
– |
6,175 |
6,175 |
Symington’s |
Foods |
7.3 |
– |
7,697 |
– |
– |
– |
Newlat GmbH |
Italian |
7.1 |
– |
– |
– |
16,452 |
– |
41,415 |
33,718 |
41,475 |
25,023 |
||||
Goodwill or indefinite life intangible assets must be assessed for impairment annually, or more frequently if events or circumstances indicate
that the carrying value may not be recoverable.
The carrying value of goodwill and indefinite life intangible assets is generally assessed by reference to their value in use reflecting the projected
cash flows of each of the CGUs. These projections are based on the most recent budget, which has been approved by the Board and reflects
management’s expectations of sales growth, operating costs and margin, based on past experience and external sources of information. Cash
flow projections using management’s most recent budget are extrapolated for a period of five years based on forecast.
Long-term growth rates used to extrapolate cash flow projections beyond the initial five-year period reflect the growth rate for the products,
industries and countries in which the relevant CGU operates.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
121
13. Intangible assets
continued
The long-term growth rates beyond the initial budgeted cash flows applied in the value in use calculations for goodwill allocated to significant
CGUs were 1.5% – 2% (2024: 1.5% – 2%).
The key assumptions in the most recent annual budget on which the cash flow projections are based relate to growth rates and expected
changes in volumes, selling prices and direct costs.
The cash flow projections have been discounted using a post-tax weighted average cost of capital for each business, adjusted for country,
industry and market risk. Inflation assumptions used to calculate discount rates are aligned with those used in the cash flow projections.
The discount rates used are between 7.3% and 7.9% (2024: between 7.5% and 8.4%).
Sensitivity to changes in key assumptions
Impairment testing is dependent on management’s estimates and judgements, particularly as they relate to the forecasting of future cash flows,
the discount rates selected and expected long-term growth rates. For each of the Group’s significant CGUs, recoverable amount exceeded the
Group
Assets in the |
Plant, |
|||
course of |
Land and |
machinery & |
||
construction |
buildings |
equipment |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
||||
At 31 March 2024 |
10,675 |
213,549 |
577,750 |
801,974 |
Additions |
14,912 |
601 |
392 |
15,905 |
Transfers |
(16,074) |
4,163 |
11,911 |
– |
Disposals |
(676) |
(26) |
(1,370) |
(2,072) |
Exchange differences |
(112) |
(2,267) |
(4,499) |
(6,878) |
At 31 December 2024 (unaudited) |
8,725 |
216,020 |
584,184 |
808,929 |
Additions |
31,209 |
33,738 |
9,605 |
74,552 |
Acquisitions |
5,423 |
13,911 |
10,633 |
29,967 |
Transfers |
(20,806) |
732 |
20,074 |
– |
Disposals |
– |
(57) |
(1,511) |
(1,568) |
Exchange differences |
186 |
3,803 |
7,338 |
11,327 |
At 31 December 2025 |
24,737 |
268,147 |
630,323 |
923,207 |
Accumulated depreciation and impairment: |
||||
At 31 March 2024 |
– |
80,972 |
317,554 |
398,526 |
Charge for the year |
– |
4,789 |
25,882 |
30,671 |
Disposals |
– |
(25) |
(1,435) |
(1,460) |
Exchange differences |
– |
(921) |
(3,153) |
(4,074) |
At 31 December 2024 (unaudited) |
– |
84,815 |
338,848 |
423,663 |
Charge for the year |
– |
6,492 |
40,137 |
46,629 |
Disposals |
– |
(32) |
(1,425) |
(1,457) |
Exchange differences |
– |
1,626 |
5,434 |
7,060 |
At 31 December 2025 |
– |
92,901 |
382,994 |
475,895 |
Carrying values: |
||||
At 31 March 2024 |
10,675 |
132,577 |
260,196 |
403,448 |
At 31 December 2024 (unaudited) |
8,725 |
131,205 |
245,336 |
385,266 |
At 31 December 2025 |
24,737 |
175,246 |
247,329 |
447,312 |
In addition to the impairment reviews completed on cash-generating units with goodwill and intangible assets (see note 13), management have
considered whether any other indicators of impairment are present. An impairment charge of £nil was identified in the year (nine-month period
ended 31 December 2024: £nil).
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
122
Notes to the financial statements
continued
14. Property, plant and equipment
continued
Company
Assets in the |
Plant, |
|||
course of |
Land and |
machinery & |
||
construction |
buildings |
equipment |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
||||
At 31 March 2024 |
5,067 |
132,561 |
408,361 |
545,989 |
Additions |
14,551 |
583 |
13 |
15,147 |
Transfers |
(16,076) |
4,163 |
11,913 |
– |
Disposals |
(250) |
(25) |
(1,102) |
(1,377) |
At 31 December 2024 |
3,292 |
137,282 |
419,185 |
559,759 |
Additions |
21,883 |
33,898 |
3,127 |
58,908 |
Transfers |
(20,807) |
710 |
20,097 |
– |
Disposals |
– |
(28) |
(1,185) |
(1,213) |
At 31 December 2025 |
4,368 |
171,862 |
441,224 |
617,454 |
Accumulated depreciation and impairment: |
||||
At 31 March 2024 |
– |
34,569 |
177,174 |
211,743 |
Charge for the year |
– |
3,446 |
20,745 |
24,191 |
Disposals |
– |
(25) |
(1,237) |
(1,262) |
At 31 December 2024 |
– |
37,990 |
196,682 |
234,672 |
Charge for the year |
– |
4,547 |
28,290 |
32,837 |
Transfers |
– |
– |
996 |
996 |
Disposals |
– |
(3) |
(1,099) |
(1,102) |
At 31 December 2025 |
– |
42,534 |
224,869 |
267,403 |
Carrying values: |
||||
At 31 March 2024 |
5,067 |
97,992 |
231,187 |
334,246 |
At 31 December 2024 |
3,292 |
99,292 |
222,503 |
325,087 |
At 31 December 2025 |
4,368 |
129,328 |
216,355 |
350,051 |
Group and Company
Investment |
|
property |
|
£’000 |
|
Cost: |
|
At 31 December 2024 (unaudited) |
– |
Additions |
49,634 |
At 31 December 2025 |
49,634 |
Accumulated depreciation: |
|
At 31 December 2024 (unaudited) |
– |
Charge for the year |
496 |
At 31 December 2025 |
496 |
Carrying values: |
|
At 31 December 2024 (unaudited) |
– |
At 31 December 2025 |
49,138 |
In the opinion of the Directors the fair value of the Company’s investment property at 31 December 2025 is not materially different to the book
value. This has been arrived at on the basis that the property was purchased during 2025 and the cost reflects the open market value of the
property purchased. There are no restrictions on the realisability of investment property.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
123
15. Investment property
continued
Amounts recognised in profit or loss for investment properties:
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Rental income |
1,691 |
– |
Direct operating expenses from investment property |
827 |
– |
Group
Plant, |
|||||
Land and |
machinery & |
||||
buildings |
equipment |
Vehicles |
Other |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
|||||
At 31 March 2024 |
60,376 |
35,463 |
1,992 |
– |
97,831 |
Additions |
53 |
1,732 |
481 |
– |
2,266 |
Disposals |
(481) |
(2,847) |
(485) |
– |
(3,813) |
Exchange differences |
(265) |
(126) |
(32) |
– |
(423) |
At 31 December 2024 (unaudited) |
59,683 |
34,222 |
1,956 |
– |
95,861 |
Additions |
14,549 |
11,783 |
62 |
26,561 |
52,955 |
Disposals |
(4,418) |
(12,618) |
(283) |
– |
(17,319) |
Exchange differences |
423 |
193 |
69 |
– |
685 |
At 31 December 2025 |
70,237 |
33,580 |
1,804 |
26,561 |
132,182 |
Accumulated depreciation: |
|||||
At 31 March 2024 |
21,470 |
21,149 |
1,272 |
– |
43,891 |
Charge for the year |
3,771 |
3,460 |
308 |
– |
7,539 |
Disposals |
(481) |
(2,820) |
(439) |
– |
(3,740) |
Exchange differences |
123 |
101 |
17 |
– |
241 |
At 31 December 2024 (unaudited) |
24,883 |
21,890 |
1,158 |
– |
47,931 |
Charge for the year |
7,214 |
8,697 |
402 |
5,420 |
21,733 |
Disposals |
(4,229) |
(7,076) |
(229) |
– |
(11,534) |
Exchange differences |
215 |
107 |
27 |
– |
349 |
At 31 December 2025 |
28,083 |
23,618 |
1,358 |
5,420 |
58,479 |
Carrying values: |
|||||
At 31 March 2024 |
38,906 |
14,314 |
720 |
– |
53,940 |
At 31 December 2024 (unaudited) |
34,800 |
12,332 |
798 |
– |
47,930 |
At 31 December 2025 |
42,154 |
9,962 |
446 |
21,141 |
73,703 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
124
Notes to the financial statements
continued
16. Right-of-use assets
continued
Company
Plant, |
||||
Land and |
machinery & |
|||
buildings |
equipment |
Vehicles |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cost: |
||||
At 31 March 2024 |
50,716 |
27,035 |
852 |
78,603 |
Additions |
49 |
476 |
– |
525 |
Disposals |
– |
(901) |
(246) |
(1,147) |
At 31 December 2024 |
50,765 |
26,610 |
606 |
77,981 |
Additions |
5,747 |
17,807 |
23 |
23,577 |
Disposals |
(4,417) |
(11,634) |
(100) |
(16,151) |
At 31 December 2025 |
52,095 |
32,783 |
529 |
85,407 |
Accumulated depreciation: |
||||
At 31 March 2024 |
16,587 |
14,164 |
592 |
31,343 |
Charge for the year |
3,111 |
3,011 |
118 |
6,240 |
Disposals |
– |
(894) |
(232) |
(1,126) |
At 31 December 2024 |
19,698 |
16,281 |
478 |
36,457 |
Charge for the year |
4,376 |
7,373 |
109 |
11,858 |
Disposals |
(4,229) |
(5,887) |
(108) |
(10,224) |
At 31 December 2025 |
19,845 |
17,767 |
479 |
38,091 |
Carrying values: |
||||
At 31 March 2024 |
34,129 |
12,871 |
260 |
47,260 |
At 31 December 2024 |
31,067 |
10,329 |
128 |
41,524 |
At 31 December 2025 |
32,250 |
15,016 |
50 |
47,316 |
Company
Subsidiary |
|
undertakings |
|
£’000 |
|
Cost: |
|
At 31 December 2024 (unaudited) |
270,678 |
Additions |
122,966 |
Disposals |
(647) |
At 31 December 2025 |
392,997 |
Provisions for impairment |
|
At 31 December 2024 (unaudited) |
(241,574) |
Additions |
– |
At 31 December 2025 |
(241,574) |
Carrying values: |
|
At 31 December 2024 (unaudited) |
29,104 |
At 31 December 2025 |
151,423 |
Additions relate to the business combinations for Symington’s Limited, Princes France and Newlat GmbH. See note 37 for further details.
The Directors have carefully evaluated the recoverability of the Company’s investments by considering various factors, including the financial
health and performance of the investee companies, projected future cash flows and market conditions. The Directors also reviewed any
indicators of impairment such as significant changes in industry trends or economic conditions that could adversely affect the underlying
value of the investments. This conclusion is supported by the strength of the investee companies’ balance sheets, the positive outlook in their
respective markets, and the absence of any events or conditions that would suggest impairment of these assets.
Princes Group
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| Additional information
125
17. Investments in subsidiaries
continued
The subsidiary undertakings of Princes Limited, all of which have been included in these consolidated financial statements, are as follows:
Proportion |
|||||
of ownership |
|||||
interests and |
|||||
Subsidiary undertakings |
Registered No. |
Place of business and registered office |
Ordinary holding |
voting rights held |
Nature of business |
Princes Tuna (Mauritius) |
– |
PO Box 131, New Trunk Road, Riche Terre, |
Direct |
51% |
Processing & packaging |
Ltd |
Port Louis, Republic of Mauritius |
of tuna fish |
|||
Symington’s Limited |
02528254 |
Thorne Farm Business Park, Pontefract Lane, |
Direct |
100% |
Distribution of food |
Leeds, West Yorkshire, United Kingdom, LS9 0DN |
products |
||||
Princes Food B.V |
– |
Boompjes 40, PO Box 19157, 3001 BD, |
Direct |
100% |
Distribution of food |
Rotterdam, Holland |
products |
||||
Princes Holding |
– |
Boompjes 40, PO Box 19157, 3001 BD, |
Direct |
100% |
Trademark Holding |
(Rotterdam) B.V |
Rotterdam, Holland |
||||
Princes Italia S.p.A. |
– |
Srl Localita Incoronata Zona ASI 71122 Foggia |
Direct |
100% |
Production of ambient |
(FG), Italy |
tomato and pulse |
||||
products |
|||||
West Yorkshire |
01570526 |
Royal Liver Building, Pier Head, Liverpool, L3 1NX |
Direct |
56% |
Estate management |
Industrial Estates |
|||||
Management Ltd |
|||||
Indico Canning Ltd |
– |
Marine Road, Port Louis, Republic of Mauritius |
Indirect |
68% |
Processing & packaging |
Princes France S.A.S |
– |
951 Rue Denis Papin, 54710 Ludres, France |
Direct |
100% |
Distribution of food |
products |
|||||
Newlat GmbH |
– |
Franzosentrasse 9, Mannheim, Germany |
Direct |
100% |
Production of pasta |
products |
No impairment was recognised against any of the respective investments during the financial period.
New investments were recognised in respect of Princes Frances S.A.S, Newlat GmbH and Symington’s Ltd because of the common control
The following entities have been included in the consolidated financial statements using the equity method (material associates):
Proportion |
|||||
of ownership |
|||||
interests and |
|||||
Country of |
Ordinary |
voting rights |
|||
Name of associate |
Place of business and registered office |
incorporation |
holding |
held |
Nature of business |
Marine Biotechnology |
IBL House, Caudan, Port Louis, |
Mauritius |
Indirect |
33% |
Processing of fish meal |
Products Limited |
Republic of Mauritius |
||||
Cawston Press Limited |
Timsons Business Centre, Bath Road, |
United |
Indirect |
8% |
Wholesale of fruit and vegetable |
Kettering, Northants, England, |
Kingdom |
juices, mineral water and soft drinks |
|||
NN16 8NQ |
The Company has a carrying value of the investment in Cawston Press Ltd of £1,045,200.
The associates are accounted for using the equity method in these consolidated financial statements as set out in the Group accounting
policies. The shareholding relates to ordinary shares.
The summarised financial information represents amounts in accordance with IFRS, adjusted by the Group for equity accounting purposes.
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Aggregate carrying amount of the Group’s interest in associates at 31 December 2024/31 March 2024 |
8,252 |
9,248 |
The Group’s share of profit from continuing operations |
121 |
97 |
Exchange differences |
(479) |
(143) |
The Group’s share of total comprehensive income |
(358) |
(46) |
Dividends received |
(780) |
(950) |
Aggregate carrying amount of the Group’s interest in associates at 31 December |
7,114 |
8,252 |
Princes Group
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| Additional information
126
Notes to the financial statements
continued
The Group has a 50% (2024: 50%) interest in a joint operation, Edible Oils Limited. All of the Group’s shareholding relates to ordinary shares. The
principal activity of Edible Oils Limited is the processing of edible oils. The activities of the joint operation are strategic to the Group’s activities.
Edible Oils Limited is incorporated in England and Wales, with a registered office and principal place of business at Royal Liver Building,
Pier Head, Liverpool, L3 1NX. The control of Edible Oils Limited is shared with Archer Daniels Midland (UK) Limited.
Summarised statement of financial position:
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Current assets |
98,478 |
69,096 |
Non-current assets |
54,269 |
56,674 |
Current liabilities |
(41,766) |
(29,145) |
Non-current liabilities |
(7,552) |
(6,172) |
Net assets (100%) |
103,429 |
90,453 |
Group share of net assets (50%) |
51,715 |
45,227 |
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Revenues |
295,536 |
250,077 |
Profit for the year (continuing operations) |
11,678 |
6,454 |
Total comprehensive income for the year (continuing operations) |
12,976 |
6,608 |
Group share of total comprehensive income (50%) |
6,488 |
3,304 |
Dividends paid to Group from joint venture |
– |
5,000 |
The above profit for the year includes the following:
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Depreciation and amortisation |
3,194 |
2,769 |
Interest (income)/expense |
(745) |
(343) |
Income tax |
5,503 |
4,217 |
The joint arrangement had no other contingent liabilities or capital commitments as at 31 December 2025 (2024: same). Edible Oils Limited
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Raw materials and consumables |
111,042 |
99,148 |
59,181 |
71,494 |
Finished goods and goods for resale |
305,042 |
249,076 |
166,253 |
158,210 |
Inventory provision |
(12,320) |
(6,041) |
(5,825) |
(2,400) |
403,764 |
342,183 |
219,609 |
227,304 |
|
The cost of inventories recognised as an expense during the year by the Group was £1,438,377,000 (2024: £1,052,829,000). For the Company
the cost of inventories recognised as an expense during the year was £1,050,333,987 (2024: £830,259,000).
Inventories of £nil (2024: £nil) are expected to be recovered after more than 12 months. The carrying value of inventories is not materially
Princes Group
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Overview | Strategic report | Governance |
Financials
| Additional information
127
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Amounts owed by subsidiary undertakings |
– |
– |
78,534 |
74,626 |
The amounts owed by subsidiary undertakings are classified as non-current assets in line with the repayment being due at the end of the loan
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade receivables |
178,224 |
129,173 |
93,159 |
88,711 |
Amounts owed by parent undertakings |
98,574 |
– |
98,568 |
– |
Amounts owed by subsidiary undertakings |
– |
– |
32,205 |
35,106 |
Amounts owed by related parties |
1,546 |
2,277 |
199 |
2,753 |
Other receivables |
31,584 |
12,236 |
9,369 |
4,813 |
Prepayments |
14,469 |
13,345 |
13,511 |
10,881 |
324,397 |
157,031 |
247,011 |
142,264 |
|
The company financial statements for the year ended 31 December 2024 have been restated to reclassify amounts between categories of Trade
and other receivables. The impact of the reclassification is to reduce Trade receivables by £0.6m, increase Amounts owed to related parties by
£2.7m and reduce Other receivables by £2.1m. There is no impact to the primary statements.
The following information relates to centralised treasury arrangements: between NewPrinces S.p.A. and Princes Group plc (formerly Princes
Ltd); between NewPrinces S.p.A. and Princes Italia S.p.A.; between NewPrinces Group plc (formerly Princes Ltd) and Princes France S.A.S; and
between NewPrinces Group plc (formerly Princes Ltd) and Newlat GmbH.
During the prior year, NewPrinces S.p.A. (the “Pool Leader”) entered into two separate agreements with Unicredit Corporate Banking S.p.A.
with the objective of establishing centralised treasury arrangements with Princes Group plc (formerly Princes Ltd) and Princes Italia S.p.A. for
Euro and GBP accounts.
Based on such agreements, all transactions and movements on each of the current accounts held by Princes Group plc (formerly Princes Ltd)
and Princes Italia S.p.A. flowed through the current accounts held in the name of the Pool Leader identified in each agreement (the “Master
Accounts”), in such a way that the end of day balances on the Princes Group plc (formerly Princes Ltd) and Princes Italia S.p.A. accounts were
transferred to the Master Accounts, with the respective transaction value dates, and therefore zeroed daily.
The reciprocal debtor and the creditor positions of the subsidiaries and the Pool Leader were represented by the end of day balances (reflecting
all movements) on the accounts of the subsidiary, which were then transferred to the Master Accounts. Positive end of day balances on
subsidiary bank accounts were transferred to the Master Accounts, while in the case of negative balances, the Pool Leader credited a sum of an
equal amount to the bank account of the subsidiary in question. As a result of such respective debits and credits, the bank balances of Princes
Group plc (formerly Princes Ltd) and Princes Italia S.p.A. were almost always equal to zero.
In accordance with the relevant agreement Princes Group plc (formerly Princes Ltd) and Princes Italia S.p.A. have access to credit facilities
granted by their respective banks, based on guarantees provided by the Pool Leader. In the absence of such guarantees, the companies can still
access credit lines with the Pool Leader taking on the role of broker for a specific commission.
Interest income and expense in respect of such centralised treasury arrangements are calculated at three-month Euribor plus a spread of 1%.
At the period end the balance due from the Pool Leader to the Group and Company was £98,568,000 (2024: £nil). This is included within
amounts owed by parent undertaking above.
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. The average credit period taken on sales
of goods at 31 December 2025 is 30 days, and at 31 December 2024 it is 41 days. Intercompany receivables are repayable on demand.
Therefore, all trade receivables are classified as current assets. Trade receivables are recognised initially at the amount of consideration that
is unconditional.
Due to the short-term nature of the current receivables, their carrying amount is a reasonable approximation of their fair value.
During the year ended 31 December 2025, the Group is party to a receivable factoring arrangement with a third-party financial institution. Under
the terms of the agreement, the Group transferred trade receivables in exchange for immediate cash proceeds. The arrangement is non-recourse
with the default risk on the receivables transferring to the financial institution. The only risk that remains with the Group is that of late payment.
Princes Group
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| Additional information
128
Notes to the financial statements
continued
21. Trade and other receivables
continued
As a result, outstanding receivables are derecognised in accordance with IFRS 9 Financial Instruments, and no corresponding liability has been
recognised within borrowings on the consolidated statement of financial position. During the month of December, the Company collected
amounts from customers totalling £20.9 million, relating to receivables previously assigned to the factor. In accordance with the applicable
accounting standards, these amounts have been reclassified as short-term financial liabilities.
The factoring arrangement is used as part of the Group’s working capital and liquidity management strategy. The related finance costs have
been recognised in the finance costs in the consolidated income statement.
The carrying amounts of the trade receivables as at the year-end included in receivables which are subject to a factoring arrangement are
as follows:
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Transferred receivables |
106,316 |
196,241 |
106,316 |
196,241 |
Associated debt factoring facility |
100,000 |
195,595 |
100,000 |
195,595 |
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all
receivables. To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics and the days
past due. The expected loss rates are based on the payment profiles of sales, and the corresponding historical credit losses experienced.
Based on the above, there is an expected credit loss provision of £148,000 recognised for trade and other receivables as of 31 December 2025
(31 December 2024: £nil). The Group and Company do not recognise an expected credit loss provision for intercompany receivables on the
basis that this would be negligible.
The other receivables amount mainly relates to non-specific amounts, the largest of which is recoverable VAT.
The following table shows the ageing of gross trade receivables from customers:
Group |
||
Unaudited |
||
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
0-30 days |
161,940 |
120,961 |
31-60 days |
4,982 |
8,475 |
61-90 days |
2,188 |
240 |
91+ days |
9,262 |
127 |
Total |
178,372 |
129,803 |
The Group does not consider it necessary to charge interest, seek collateral or credit enhancements to secure any of its trade receivables due
to their short-term nature and collection history. The Group does not consider that it is exposed to any significant credit risk and therefore the
carrying amounts of trade receivables represents the expected recoverable amounts and there is no further credit risk exposure. Moreover, the
Cash and cash equivalents comprise deposits with banks and financial institutions, and bank and cash balances. These include deposits with
an original maturity of three months or less that are readily convertible to known amounts of cash and are subject to an insignificant risk of
changes in value. In the consolidated statement of financial position, bank overdrafts are included in current borrowings.
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash at bank |
142,815 |
21,215 |
59,223 |
19,651 |
Cash at hand |
13 |
1 |
1 |
1 |
Demand deposits |
342,370 |
220,394 |
342,370 |
209,400 |
485,198 |
241,610 |
401,594 |
229,052 |
|
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
129
22. Cash and cash equivalents
continued
Reconciliation of cash balance to cash flow statement:
Unaudited |
||
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Cash per consolidated statement of financial position |
485,198 |
241,610 |
Overdrafts classified as cash equivalents per IAS 7 |
(18,882) |
(9,784) |
Cash per consolidated statement of cash flows |
466,316 |
231,826 |
Group |
Company |
|||
Unaudited |
(Restated) |
|||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade payables |
335,900 |
248,109 |
214,192 |
177,426 |
Other payables and accruals |
111,578 |
61,429 |
55,034 |
44,411 |
Other taxes and social security costs |
5,287 |
6,158 |
5,287 |
6,158 |
Amounts due to parent undertakings |
34,085 |
– |
– |
12,591 |
Amounts due to subsidiary undertakings |
– |
– |
56,640 |
43,843 |
Amounts due to related parties |
21,131 |
4,548 |
5,394 |
– |
Total trade and other payables |
507,981 |
320,244 |
336,547 |
284,429 |
The financial statements for the year ended 31 December 2024 have been restated to correct the classification of trade and other payables in
the prior period. This restatement impacts note 23 of the financial statements only and has been corrected by restating the affected line items
for the comparative period. Amounts due to related parties has been reduced by £43.2 million, trade payables has increased by £0.5 million
and other payables and accruals has increased by £42.7 million.
Trade payables and accruals principally comprise of amounts outstanding for trade purchases and ongoing costs. The average credit period
taken for trade purchases at 31 December 2025 is 50 days (2024: 50 days). Transactions with Group companies are conducted under the same
terms and conditions applied to external customers. In particular, payment terms and procedures for payables from related parties are aligned
with those established for third-party suppliers, ensuring consistency, transparency, and adherence to standard commercial practices.
No interest is incurred against trade payables and the balances are unsecured.
The carrying amounts of trade and other payables are considered to be reasonable approximations of their fair values, due to their
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Unsecured borrowings at amortised cost |
||||
Bank overdrafts |
18,881 |
9,784 |
– |
9,054 |
External debt |
92,658 |
– |
87,260 |
– |
Amounts due to parent undertakings |
– |
403,506 |
– |
403,506 |
Total unsecured borrowings |
111,539 |
413,290 |
87,260 |
412,560 |
Secured borrowings at amortised cost |
||||
Debt factoring |
20,889 |
195,595 |
20,889 |
195,595 |
Bank loans |
50,000 |
– |
50,000 |
– |
Total secured borrowings |
70,889 |
195,595 |
70,889 |
195,595 |
Total borrowings |
182,428 |
608,885 |
158,149 |
608,155 |
Amount due for settlement within 12 months |
71,762 |
259,231 |
48,281 |
258,501 |
Amount due for settlement after 12 months |
110,666 |
349,654 |
109,868 |
349,654 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
130
Notes to the financial statements
continued
24. Borrowings
continued
Analysis of borrowings by currency:
| Group | ||||
Sterling | Euros | Other* | Total | |
£’000 | £’000 | £’000 | £’000 | |
At 31 December 2025 | ||||
Bank overdrafts | – | 18,882 | – | 18,882 |
Factoring | 20,889 | – | – | 20,889 |
External debt | 50,161 | 92,497 | – | 142,658 |
71,050 | 111,379 | – | 182,429 | |
At 31 December 2024 (unaudited) | ||||
Bank overdrafts | 3,421 | 6,227 | 136 | 9,784 |
Factoring | 195,595 | – | – | 195,595 |
Amounts due to parent undertakings | 298,200 | 105,306 | – | 403,506 |
497,216 | 111,533 | 136 | 608,885 | |
| Company | ||||
Sterling | Euros | Other* | Total | |
£’000 | £’000 | £’000 | £’000 | |
At 31 December 2025 | ||||
Factoring | 20,889 | – | – | 20,889 |
External loans | 50,000 | 87,260 | – | 137,260 |
70,889 | 87,260 | – | 158,149 | |
At 31 December 2024 (unaudited) | ||||
Bank overdrafts | 2,691 | 6,227 | 136 | 9,054 |
Factoring | 195,595 | – | – | 195,595 |
Amounts due to parent undertakings and other Group companies | 298,200 | 105,306 | – | 403,506 |
496,486 | 111,533 | 136 | 608,155 | |
*
Other currencies comprise Polish Zloty and US Dollar balances.
At 31 December 2025
Amount due to parent undertakings and other Group companies
Amount due to parent undertakings and other Group companies during the year included loans by NewPrinces S.p.A. Details are included below:
•
a loan agreement for a total amount of £336,000,000, entered into on 30 July 2024 between Princes Group plc (formerly Princes Ltd)
and NewPrinces S.p.A. The agreement provided for the payment of half-yearly interest at six-month SONIA plus a spread of 3% and the
repayment of principal in half-yearly instalments during the period up to and no later than 31 July 2029; and
•
a loan agreement for a total amount of €136,000,000, entered into on 30 July 2024 between Princes Group plc (formerly Princes Ltd)
and NewPrinces S.p.A. The agreement provided for the payment of half-yearly interest at six-month Euribor plus a spread of 3% and the
repayment of principal in half-yearly instalments during the period up to and no later than 31 July 2029.
During the year the balance of these loans was capitalised.
Bank overdrafts
Historically bank borrowings have been made against short-term or overdraft facilities, all at commercial rates of interest. Bank overdrafts
are repayable on demand.
External loans
During the period, Princes Group plc (formerly Princes Ltd) purchased the Royal Liver Building, in Liverpool, and Cross Green facility, in Leeds.
Purchases were funded by a five-year long-term secured loan of £50 million provided by HSBC and existing cash on hand. Repayments are
made annually, and interest is calculated quarterly based on the Bank of England bank rate plus a spread of 1.75%.
During the period, the Group signed a new five-year unsecured credit facility agreement with a limit of €100 million. Repayments are made
in ten biannual instalments and interest is calculated based on six-month Euribor plus a spread of 150 base points.
Under these financing arrangements, the Group is required to meet covenant tests, which are calculated and tested biannually at the half year
and full year. The Group has complied with these tests at 31 December 2025 which is the first biannual point since the loans were secured.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
131
24. Borrowings
continued
Changes in liabilities arising from financing activities
Unaudited |
Non-cash changes |
||||||
31 December |
31 December |
||||||
2024 |
Financing |
Foreign |
Capitalisation |
2025 |
|||
Group |
£’000 |
cash flows (i) |
New leases |
exchange |
of loans |
Other (ii) |
£’000 |
Bank loans |
– |
137,340 |
– |
– |
– |
5,318 |
142,658 |
Bank overdrafts |
9,784 |
9,097 |
– |
– |
– |
– |
18,881 |
Amounts due to parent undertakings |
|||||||
and other Group companies |
403,506 |
– |
– |
6,657 |
(410,163) |
– |
– |
Factoring |
195,595 |
(195,595) |
– |
– |
– |
20,889 |
20,889 |
Lease liabilities |
51,135 |
(19,744) |
52,879 |
335 |
– |
(1,017) |
83,588 |
Total |
660,020 |
266,016 |
|||||
| Non-cash changes |
||||||
Unaudited |
||||||
31 March |
31 December |
|||||
2024 |
Financing |
Foreign |
2024 |
|||
Company |
£’000 |
cash flows (i) |
New leases |
exchange |
Other (ii) |
£’000 |
Bank loans |
1,219 |
(1,219) |
– |
– |
– |
– |
Bank overdrafts |
58,047 |
(48,263) |
– |
– |
– |
9,784 |
Amounts due to parent undertakings |
||||||
and other Group companies |
500,765 |
(97,709) |
– |
450 |
– |
403,506 |
Factoring |
– |
195,595 |
– |
– |
– |
195,595 |
Lease liabilities |
57,568 |
(8,987) |
2,369 |
185 |
– |
51,135 |
Total |
617,599 |
660,020 |
||||
(i)
The cash flows make up the net amount of proceeds from borrowings and repayments of borrowings in the statement of cash flows. Note – bank overdrafts are
included within Cash & cash equivalents in the cash flow statement. See note 22 for further details.
Current |
Non-current |
|||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
Group and Company |
£’000 |
£’000 |
£’000 |
£’000 |
Derivative financial assets |
||||
Derivatives that are designated and effective as hedging instruments carried at fair |
||||
value: |
||||
– Forward foreign currency contracts |
4 |
1,306 |
– |
– |
Total derivative financial assets |
4 |
1,306 |
– |
– |
Derivative financial liabilities |
||||
Derivatives that are designated and effective as hedging instruments carried at fair |
||||
value: |
||||
– Forward foreign currency contracts |
– |
(2,902) |
– |
– |
Total derivative financial liabilities |
– |
(2,902) |
– |
– |
Forward foreign currency contracts are valued using quoted forward exchange rates and yield curves derived from quoted interest rates
matching maturities of the contracts.
Foreign exchange risk arises when the Group enters into transactions denominated in a currency other than its functional currency.
Princes Group
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| Additional information
132
Notes to the financial statements
continued
Lease liabilities are recognised in the balance sheet as follows:
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Current liabilities |
22,755 |
10,110 |
9,669 |
8,331 |
Non-current liabilities |
60,833 |
41,025 |
43,941 |
36,042 |
83,588 |
51,135 |
53,610 |
44,373 |
|
Amounts recognised in profit and loss
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Depreciation expense on right-of-use assets |
21,733 |
7,539 |
11,858 |
6,240 |
Interest expense on lease liabilities |
2,438 |
961 |
1,737 |
844 |
24,171 |
8,500 |
13,595 |
7,084 |
|
Lease payments include rentals payable by the Group for certain of its office properties, plant and equipment and vehicles. The lease terms vary
in duration from 1 to 15 years and are all priced at prevailing market rates.
In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a
termination option, are considered. Extension options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or terminated).
The Group had no expenses related to low-value or short-term leases included in the profit and loss for the year ending 31 December 2025
(2024: same).
The Group does not have any sub-lease agreements, variable lease payment terms, committed but not yet commenced leases that have not
been reflected in lease liabilities or short-term lease commitments at 31 December 2025.
The total cash outflow for leases in the year for the Group was £22,181,813 (nine-month period ended 31 December 2024: £9,928,000).
The total cash outflow for leases in the year for the Company was £12,497,561 (nine-month period ended 31 December 2024: £8,052,000).
Operating leases – lessor
Property rental income earned during the year was £1,691,000 (nine months ended 31 December 2024: £nil).
The investment properties are leased to tenants under operating leases, with rentals payable monthly. Lease income from operating leases
where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Lease payments for some contracts include
CPI increases, but there are no other variable lease payments that depend on an index or rate.
Minimum lease payments receivable on leases of investment properties are as follows:
Unaudited |
||
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Not later than one year |
3,705 |
– |
1-2 years |
3,702 |
– |
2-3 years |
2,743 |
– |
3-4 years |
2,056 |
– |
4-5 years |
1,423 |
– |
After five years |
– |
– |
13,629 |
– |
Defined benefit plans
The Group operates several defined benefit pension schemes, which are funded by the payment of contributions to independently administered
trust funds. The assets of these schemes are held separately from those of the Group. The trustees of the pension funds are required by law
to act in the interest of the funds and of all relevant stakeholders in the schemes. The trustees of the funds are responsible for the investment
policy with regards to the assets of the funds. The pension cost figures included in the financial statements relating to the pension schemes are
stated in accordance with IAS 19 – Employee Benefits. The schemes provide final salary-based benefits to the members.
Princes Group
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133
27. Retirement benefit schemes
continued
The principal pension schemes operated by the Group are the Princes Pension Schemes, which are operated by the Princes Group plc (formerly
Princes Ltd). Princes Tuna (Mauritius) Limited, a subsidiary undertaking, operates a defined benefit scheme and retirement gratuities scheme
which has an overall deficit of £3,376,000 (2024: £3,864,000). Princes Industrie Alimentari Srl, a subsidiary undertaking, obtained a defined
benefit scheme through the business combination with NewPrinces S.p.A. (detailed in note 37) which has an overall deficit at year end of
£3,387,000 (2024: £nil). Newlat GmbH operates a defined benefit pension scheme that is insignificant to the Group.
The pension costs are determined with the advice of independent qualified actuaries on the basis of triennial valuations using the attained
age method.
The schemes expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk. These risks, over time,
will affect the schemes’ total cost and will depend on a number of factors, including the amount of benefits the scheme pays, the number of
people who paid benefits, the period of time over which benefits are paid, plan expenses and the amount earned on any assets invested to
pay benefits. These amounts and other variables are uncertain and unknowable at the valuation date and therefore summary information,
estimates, or simplifications of estimates are used to carry out valuations.
The valuation used for IAS 19 purposes has been based on the most recent actuarial valuations and updated by the scheme actuaries to take
account of the requirements of IAS 19 in order to assess the liabilities of the schemes at 31 December 2025 and 31 December 2024. Scheme
assets are stated at their market values at the respective statement of financial position dates.
The pension schemes follow a low-risk investment strategy with the majority of assets insured through the Aviva buy-in that occurred in
February 2024.
The principal assumptions used for the purposes of the actuarial valuations in jurisdictions with pension schemes are shown below.
United Kingdom | Mauritius | Italy | ||||
31 December | 31 December | 31 December | 31 December | 31 December | 31 December | |
Group | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
Key assumptions: | ||||||
Discount rate | 5.70% | 5.60% | 5.75% | 5.00% | 3.70% | n/a |
Expected rate salary increase | n/a | n/a | 3.70% | 3.20% | 2.25% | n/a |
Average longevity at retirement age for pensioners | ||||||
retiring today (years)* | ||||||
– Male | 22.4 | 22.1 | 19.50 | 19.50 | 22.5 | n/a |
– Female | 24.5 | 24.4 | 24.20 | 24.20 | 23.4 | n/a |
Average longevity at retirement age for pensioners | ||||||
retiring in 20 years (years)* | ||||||
– Male | 23.8 | 23.5 | 19.5 | 19.5 | 22.5 | n/a |
– Female | 26.0 | 25.9 | 24.20 | 24.20 | 23.4 | n/a |
Expected rate of increase in pensions in payment | 2.58% | 2.67% | 0.00% | 0.00% | n/a | n/a |
Expected rate of increase in deferred pensions | 2.90% | 3.10% | 0.00% | 0.00% | n/a | n/a |
Inflation assumption – RPI | 3.20% | 3.40% | 3.20% | 2.70% | 2.25% | n/a |
31 December | 31 December | |
Company | 2025 | 2024 |
Key assumptions: | ||
Discount rate | 5.70% | 5.60% |
Expected rate salary increase | n/a | n/a |
Average longevity at retirement age for pensioners retiring today (years)* | ||
– Male | 22.35 | 21.00 |
– Female | 24.45 | 23.60 |
Average longevity at retirement age for pensioners retiring in 20 years (years)* | ||
– Male | 23.75 | 22.50 |
– Female | 25.95 | 25.30 |
Expected rate of increase in pensions in payment | 2.58% | 2.69% |
Expected rate of increase in deferred pensions | 2.90% | 3.10% |
Inflation assumption – RPI | 3.20% | 3.40% |
*
Longevity assumptions:
Investigations have been carried out within the past three years into the mortality experience of the Group’s defined benefit schemes. These investigations
concluded that the current mortality assumptions include sufficient allowance for future improvements in mortality rates. The assumed life expectations on
retirement at age 65, using weighted average life expectancy for mortality tables, are disclosed above.
Princes Group
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| Additional information
134
Notes to the financial statements
continued
27. Retirement benefit schemes
continued
Amounts recognised, in the consolidated income statement and
Company income statement respectively, in respect of these
defined benefit schemes, are as follows:
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Current service cost | 546 | 402 |
Net interest income | 286 | (40) |
Expenses and insurance premiums | 1,234 | 960 |
Total costs recognised in the income | ||
statement | 2,066 | 1,322 |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Current service cost | – | – |
Net interest income | (32) | (90) |
Expenses and insurance premiums | 1,234 | 960 |
Total costs recognised in the income | ||
statement | 1,202 | 870 |
The current service costs have been included in the income statement
as administrative expenses. The net interest income has been included
within net finance costs (see note 9).
Amounts recognised, in the consolidated statement of comprehensive
income and Company statement of comprehensive income
respectively, are as follows:
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
The return on plan assets | (1,476) | (7,863) |
Changes in assumptions underlying the | ||
present value of scheme liabilities | 2,236 | 6,638 |
Remeasurement of the net defined | ||
benefit asset | 760 | (1,225) |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
The return on plan assets | (1,556) | (8,072) |
Changes in assumptions underlying the | ||
present value of scheme liabilities | 2,400 | 7,177 |
Remeasurement of the net defined | ||
benefit asset | 844 | (895) |
The amount included, in the consolidated statement of financial
position and Company statement of financial position respectively,
arising from the Group’s obligations in respect of the defined benefit
retirement benefit schemes is as follows:
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Present value of defined benefit | ||
obligations | (133,770) | (133,213) |
Fair value of plan assets | 127,583 | 130,430 |
Net (liability)/asset arising from the | ||
defined benefit obligation | (6,187) | (2,783) |
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Retirement benefit surplus | 912 | 1,081 |
Retirement benefit obligations | (7,099) | (3,864) |
Net (liability)/asset arising from the | ||
defined benefit obligation | (6,187) | (2,783) |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Present value of defined benefit | ||
obligations | (122,343) | (125,275) |
Fair value of plan assets | 123,255 | 126,356 |
Net (liability)/asset arising from the | ||
defined benefit obligation | 912 | 1,081 |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Retirement benefit surplus | 912 | 1,081 |
Retirement benefit obligations | – | – |
Net (liability)/asset arising from the | ||
defined benefit obligation | 912 | 1,081 |
Princes Group
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| Additional information
135
27. Retirement benefit schemes
continued
Movements in the present value of defined benefit obligations were
as follows:
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Opening defined benefit obligation | 133,213 | 139,978 |
Defined benefit obligations obtained | ||
from business acquisitions | 3,928 | – |
Current service costs | 546 | 402 |
Interest cost | 7,323 | 5,259 |
Contributions from scheme members | 3 | 4 |
Actuarial gains and losses | (2,236) | (6,638) |
Benefits paid | (8,660) | (5,753) |
Provisions | 77 | – |
Exchange difference on foreign scheme | (424) | (39) |
Closing defined benefit obligation | 133,770 | 133,213 |
Of the actuarial gains and losses, this is split as follows:
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Changes in demographic assumptions | 275 | (1,135) |
Changes in financial assumptions | (3,587) | (8,672) |
Experience adjustments | 1,076 | 3,169 |
Actuarial gains and losses | (2,236) | (6,638) |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Opening defined benefit obligation | 125,275 | 132,672 |
Interest cost | 6,809 | 4,986 |
Actuarial gains and losses | (2,400) | (7,177) |
Benefits paid | (7,341) | (5,206) |
Closing defined benefit obligation | 122,343 | 125,275 |
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Changes in demographic assumptions | 291 | (1,135) |
Changes in financial assumptions | (3,143) | (8,692) |
Experience adjustments | 452 | 2,650 |
Actuarial gains and losses | (2,400) | (7,177) |
Movements in the fair value of scheme assets were as follows:
Group
Unaudited | ||
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Opening fair value of plan assets | 130,430 | 139,004 |
Interest income | 7,049 | 5,219 |
The return on plan assets (excluding | ||
amounts included in net interest income) | (1,476) | (7,863) |
Employer contributions | 1,457 | 812 |
Member contributions | 3 | 4 |
Benefits paid | (8,429) | (5,753) |
Administrative expenses paid from plan | ||
assets | (1,234) | (960) |
Exchange difference | (217) | (33) |
Closing fair value of plan assets | 127,583 | 130,430 |
Company
31 December | 31 December | |
2025 | 2024 | |
£’000 | £’000 | |
Opening fair value of plan assets | 126,356 | 135,376 |
Interest income | 6,841 | 5,076 |
The return on plan assets (excluding | ||
amounts included in net interest income) | (1,556) | (8,072) |
Employer contributions | 189 | 142 |
Benefits paid | (7,341) | (5,206) |
Administrative expenses paid from plan | ||
assets | (1,234) | (960) |
Closing fair value of plan assets | 123,255 | 126,35 6 |
Princes Group
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| Additional information
136
Notes to the financial statements
continued
27. Retirement benefit schemes
continued
The major categories and fair values of plan assets at the end of the reporting period for each category are as follows:
Group
| As at 31 December 2025 |
As at 31 December 2024 (unaudited) |
|||||
Level 1 |
Levels 2 & 3 |
Total |
Level 1 |
Levels 2 & 3 |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash and equivalents |
4,002 |
– |
4,002 |
4,381 |
– |
4,381 |
Equity instruments: |
||||||
– Shares for a particular country or region |
2,127 |
– |
2,127 |
1,195 |
– |
1,195 |
Debt instruments: |
||||||
– Bond for a particular country or region |
1,660 |
1,084 |
2,744 |
1,685 |
698 |
2,383 |
– Other |
– |
– |
– |
– |
1,260 |
1,260 |
Insured assets |
– |
118,710 |
118,710 |
– |
121,211 |
121,211 |
Total |
7,789 |
119,794 |
127,583 |
7,261 |
123,169 |
130,430 |
Company
| As at 31 December 2025 |
As at 31 December |
|||||
Level 1 |
Levels 2 & 3 |
Total |
Level 1 |
Levels 2 & 3 |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash and equivalents |
2,885 |
– |
2,885 |
3,482 |
– |
3,482 |
Equity instruments: |
– |
– |
– |
– |
– |
– |
Debt instruments: |
||||||
– Bond for a particular country or region |
1,660 |
– |
1,660 |
1,662 |
– |
1,662 |
Insured assets |
– |
118,710 |
118,710 |
– |
121,212 |
121,212 |
Total |
4,545 |
118,710 |
123,255 |
5,144 |
121,212 |
126,356 |
Life insurance relates to the Group entering into a buy-in scheme with Aviva which took place on 8 February 2024 in the Princes Pension
Scheme relating to the UK pension plans.
Significant actuarial assumptions for the determination of the funded status are discount rate, rate of inflation, expected salary increase and
mortality. The sensitivity analysis, set out in the table below, has been determined based on reasonably possible changes of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant, and is performed for pension schemes
that are material to the Group.
Group assumption |
Change in assumption |
Net impact on scheme liabilities |
Discount rate |
Decrease by 0.5% |
Increase by £8,262,000 (2024: Increase by £8,781,000) |
Rate of inflation |
Increase by 0.5% |
Increase by £7,037,000 (2024: Increase by £7,617,000) |
Life expectancy |
-1 year age rating |
Increase by £3,348,000 (2024: Increase by £3,760,000) |
Company assumption |
Change in assumption |
Net impact on scheme liabilities |
Discount rate |
Decrease by 0.5% |
Increase by £8,262,000 (2024: Increase by £8,781,000) |
Rate of inflation |
Increase by 0.5% |
Increase by £7,037,000 (2024: Increase by £7,617,000) |
Life expectancy |
-1 year age rating |
Increase by £3,348,000 (2024: Increase by £3,760,000) |
The duration used to set discount rate in years was 14.0-15.0 years (2024: 14.0-15.8 years).
Pension scheme contingent liabilities
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court ruled that amendments to the Virgin Media pension
scheme were invalid due to incorrect actuarial confirmation. This decision was upheld by the Court of Appeal on 25 July 2024. This ruling may
affect similar schemes that were contracted-out on a salary-related basis and which made amendments between April 1997 and April 2016.
There is still further uncertainty with the potential for overriding Government legislation to be introduced.
Recognising the need for clarity around scheme liabilities and member benefits, in June 2025, the Department for Work & Pensions (“DWP”)
announced that the Government will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial
confirmation that historic benefit changes met the necessary standards. Draft legislation has been put forward in Government amendments to the
Pension Schemes Bill, but this is still subject to change and the Bill will not be enacted until at least spring 2026. This announcement, alongside
other factors, means the Group does not expect the Virgin Media ruling to give rise to any additional liabilities within its pension schemes.
Other retirement benefit plans
Contributions payable during the year in respect of defined contribution schemes and included in the consolidated income statement were
Princes Group
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| Additional information
137
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior
reporting period.
Group
Accelerated |
Revaluation |
Retirement |
||
tax |
of financial |
benefit |
||
depreciation |
assets |
obligations |
Total |
|
Deferred tax assets |
£’000 |
£’000 |
£’000 |
£’000 |
At 31 March 2024 |
2,262 |
556 |
– |
2,818 |
Charge to profit or loss |
(443) |
– |
– |
(443) |
Exchange differences |
(57) |
– |
– |
(57) |
Adjustments in respect of previous years |
(203) |
(556) |
– |
(759) |
At 31 December 2024 (unaudited) |
1,559 |
– |
– |
1,559 |
Charge to profit or loss |
1,641 |
– |
– |
1,641 |
Exchange differences |
82 |
– |
– |
82 |
Other differences |
(26) |
– |
– |
(26) |
At 31 December 2025 |
3,256 |
– |
– |
3,256 |
Accelerated |
Revaluation |
Retirement |
||
tax |
of financial |
benefit |
||
depreciation |
assets |
obligations |
Total |
|
Deferred tax liabilities |
£’000 |
£’000 |
£’000 |
£’000 |
At 31 March 2024 |
24,514 |
29 |
397 |
24,940 |
Charge to profit or loss |
(1,844) |
– |
(182) |
(2,026) |
Charge to other comprehensive income |
– |
71 |
(248) |
(177) |
Exchange differences |
(30) |
– |
– |
(30) |
Other differences |
(202) |
– |
– |
(202) |
Adjustments in respect of previous years |
353 |
(556) |
– |
(203) |
At 31 December 2024 (unaudited) |
22,791 |
(456) |
(33) |
22,302 |
Charge to profit or loss |
9,212 |
– |
(268) |
8,944 |
Charge to other comprehensive income |
– |
400 |
198 |
598 |
Exchange differences |
46 |
– |
– |
46 |
Other differences |
9,740 |
– |
– |
9,740 |
Adjustments in respect of previous years |
2,777 |
– |
– |
2,777 |
At 31 December 2025 |
44,566 |
(56) |
(103) |
44,407 |
Company
Accelerated |
Revaluation |
Retirement |
||
tax |
of financial |
benefit |
||
depreciation |
assets |
obligations |
Total |
|
Deferred tax liabilities |
£’000 |
£’000 |
£’000 |
£’000 |
At 31 March 2024 |
22,635 |
(490) |
652 |
22,797 |
Charge to profit or loss |
(1,293) |
608 |
(182) |
(867) |
Charge to other comprehensive income |
– |
120 |
(224) |
(104) |
Other differences |
(153) |
– |
– |
(153) |
At 31 December 2024 |
21,189 |
238 |
246 |
21,673 |
Charge to profit or loss |
8,275 |
(608) |
(268) |
7,399 |
Charge to other comprehensive income |
– |
400 |
219 |
619 |
Other differences |
(36) |
– |
– |
(36) |
Adjustments in respect of previous years |
2,776 |
– |
– |
2,776 |
At 31 December 2025 |
32,204 |
30 |
197 |
32,431 |
Princes Group
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Financials
| Additional information
138
Notes to the financial statements
continued
28. Deferred tax
continued
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the
deferred tax balances (after offset) for financial reporting purposes:
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Deferred tax assets |
3,256 |
1,559 |
– |
– |
Deferred tax liabilities |
(44,407) |
(22,302) |
(32,431) |
(21,673) |
(41,151) |
(20,743) |
(32,431) |
(21,673) |
|
Deferred tax assets have been recognised because it is considered probable that future taxable income will be generated, against which
deferred tax assets can be realised.
The Group has unused tax losses of £113,999,139 (2024: £102,292,000) available for offset against future profits. No deferred tax asset has
been recognised in respect of the losses as it is not considered probable that there will be future taxable profits available. All losses may be
Group |
Company |
|||
Unaudited |
||||
nine-month |
Nine-month |
|||
Year ended |
period ended |
Year ended |
period ended |
|
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Deferred lease income |
1,479 |
1,567 |
1,479 |
– |
Other deferred income |
256 |
6 |
6 |
– |
1,735 |
1,573 |
1,485 |
– |
|
Current |
96 |
96 |
96 |
– |
Non-current |
1,639 |
1,477 |
1,389 |
– |
1,735 |
1,573 |
1,485 |
– |
|
Group and Company
Leasehold |
||
dilapidations |
Total |
|
£’000 |
£’000 |
|
At 31 March 2024 |
971 |
971 |
Additional provision in the year |
50 |
50 |
At 31 December 2024 (unaudited) |
1,021 |
1,021 |
Provision release in year |
(1,021) |
(1,021) |
At 31 December 2025 |
– |
– |
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance
with the lease terms. The cost is recognised as depreciation of leasehold improvements over the remaining term of the lease.
Group |
Company |
|||
Unaudited |
||||
31 December |
31 December |
31 December |
31 December |
|
2025 |
2024 |
2025 |
2024 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Amounts contracted but not provided for |
4,716 |
2,709 |
2,709 |
2,676 |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
139
As of 31 December 2024 (unaudited) |
£’000 |
Authorised: |
|
29,600,000 ordinary shares of £1 each |
29,600 |
Issued and fully paid: |
|
7,000,000 ordinary shares of £1 each |
7,000 |
As of 31 December 2025 (unaudited) |
|
Authorised: |
|
296,000,000 ordinary shares of £0.10 each |
29,600 |
Issued and fully paid: |
|
244,702,956 ordinary shares of £0.10 each |
24,470 |
During the period the Company completed a sub-division of existing
shares that reduced the nominal value of each share from £1 to £0.10
on 25 October 2025.
On 31 October 2025 the Company listed on the London Stock
Exchange and issued a further 174,702,956 ordinary shares upon
IPO. The shares were issued at a price of £4.75 in exchange for total
consideration of £829,839,000 consisting of both cash and the
settlement of loans that were due to the parent company. The issue
of the new shares resulted in £17,470,000 of new share capital and
£812,369,000 of new share premium. Transaction costs of £6,140,000
were capitalised against share premium.
The capitalisation of £429,699,000 of parent loans upon IPO
resulted in £9,046,295 of the new share capital and £420,652,705
of associated share premium.
The Company has one class of ordinary shares which carry no right
The non-controlling interest relates to minority interests in Princes
Tuna (Mauritius) Limited, Indico Canning Limited & West Yorkshire
Industrial Estates (Management) Limited.
Summarised financial information in respect of each of the Group’s
subsidiaries that has material non-controlling interests is set out
below. The summarised financial information below represents
amounts before intra-group eliminations.
Princes Tuna |
|
Mauritius |
|
£’000 |
|
At 31 March 2024 |
(39,208) |
Total comprehensive expense |
1,010 |
Dividends paid |
1,268 |
Retranslation of subsidiary undertakings’ net assets |
850 |
At 31 December 2024 (unaudited) |
(36,080) |
Total comprehensive income |
(1,588) |
Dividends paid |
– |
Retranslation of subsidiary undertakings’ net assets |
(1,873) |
At 31 December 2025 |
(39,541) |
Unaudited |
||
nine-month |
||
Year ended |
period ended |
|
31 December |
31 December |
|
2025 |
2024 |
|
Princes Tuna Mauritius Limited |
£’000 |
£’000 |
Current assets |
93,400 |
84,892 |
Non-current assets |
37,055 |
36,792 |
Current liabilities |
(44,783) |
(43,229) |
Non-current liabilities |
(3,880) |
(4,663) |
Total equity |
81,792 |
73,792 |
Accumulated NCI |
39,541 |
36,080 |
Revenue |
189,970 |
161,812 |
Profit/(Loss) for the year |
2,888 |
(1,185) |
Total comprehensive income attributable |
||
to owners of the Company |
3,602 |
(1,051) |
Total comprehensive income attributable |
||
to non-controlling interests |
3,461 |
(1,009) |
Total comprehensive income/(expense) |
||
for the year |
7,063 |
(2,060) |
Classes and categories of financial instruments and their
fair values
The following table combines information about:
•
Classes of financial instruments based on their nature and
characteristics;
•
The carrying amounts of financial instruments;
•
Fair values of financial instruments (except financial instruments
when carrying amount approximates their fair value); and
•
Fair value hierarchy levels of financial assets and financial liabilities
for which fair value was disclosed.
Fair value hierarchy Levels 1 to 3 are based on the degree to which the
fair value is observable:
Level 1: Fair values measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Fair value measurements are those derived from inputs other
than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices; and
Level 3: Fair values measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
140
Notes to the financial statements
continued
34. Financial instruments
continued
Group
Amortised | |||
cost | FVTPL | Total | |
Financial assets | £’000 | £’000 | £’000 |
Cash and cash equivalents | 485,198 | – | 485,198 |
Investments in associates | 7,114 | – | 7,114 |
Trade and other receivables | 309,928 | – | 309,928 |
Derivative financial instruments (Level 2) | – | 4 | 4 |
At 31 December 2025 | 802,240 | 4 | 802,244 |
Cash and cash equivalents | 241,610 | – | 241,610 |
Investments | 8,252 | – | 8,252 |
Trade and other receivables | 143,686 | – | 143,686 |
Derivative financial instruments (Level 2) | – | 1,306 | 1,306 |
At 31 December 2024 (unaudited) | 393,548 | 1,306 | 394,854 |
Amortised | |||
cost | FVTPL | Total | |
Financial liabilities | £’000 | £’000 | £’000 |
Trade and other payables | (507,981) | – | (507,981) |
Lease liabilities | (83,588) | – | (83,588) |
Current borrowings | (71,762) | – | (71,762) |
Non-current borrowings | (110,666) | – | (110,666) |
At 31 December 2025 | (773,997) | – | (773,997) |
Trade and other payables | (320,244) | – | (320,244) |
Current borrowings | (259,231) | – | (259,231) |
Non-current borrowings | (349,654) | – | (349,654) |
Derivative financial instruments (Level 2) | – | (2,902) | (2,902) |
At 31 December 2024 (unaudited) | (929,129) | (2,902) | (932,031) |
The fair value of loans and receivables approximates to their carrying value due to the short-term nature of the receivables. Fair values for the
derivative financial instruments have been determined as Level 2 under IFRS 7 ‘Financial Instruments: Disclosures’.
The fair value of other financial liabilities at amortised cost approximates to their carrying value. The trade and other payables approximate
to their fair value due to the short-term nature of the payables. There have been no changes to fair values as a result of a change in credit risk
of the Group or the Group’s customers.
Fair value of the Group’s financial assets and financial liabilities are measured at fair value on a recurring basis.
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following
table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation
technique(s) and inputs used).
Relationship of | ||||
Significant | unobservable | |||
Financial assets/ | Fair value | unobservable | inputs to fair | |
financial liabilities | hierarchy | Valuation technique(s) and key input(s) | input(s) | value |
Foreign | Level 2 | Discounted cash flow. Future cash flows are estimated based on forward | Not applicable | Not applicable |
currency | exchange rates (from observable forward exchange rates at the end of the | |||
forward | reporting period) and contract forward rates, discounted at a rate that reflects | |||
contracts | the credit risk of various counterparties. |
There were no transfers between Level 1 and 2 during the current or prior year.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
141
34. Financial instruments
continued
Foreign currency risk management
Foreign currency risk management occurs at a transactional level on revenues and purchases in foreign currencies and at a translational
level in relation to the translation of overseas operations; consequently exposures to exchange rate fluctuations arise. Exchange rate
exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The Group’s main foreign exchange risk is to the Euro and US Dollar.
The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.
Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are
as follows:
Liabilities | Assets | |||
Unaudited | Unaudited | |||
31 December | 31 December | 31 December | 31 December | |
2025 | 2024 | 2025 | 2024 | |
£’000 | £’000 | £’000 | £’000 | |
Euro | (93,150) | (85,405) | 10,513 | 584 |
US Dollar | (30,664) | (37,636) | 7,438 | 10,211 |
Others | – | – | 60 | 214 |
(123,814) | (123,041) | 18,011 | 11,009 | |
Foreign currency sensitivity analysis
The Group is mainly exposed to the currency of Euros and the currency of US Dollars.
The following table details the Group’s sensitivity to a 1% increase and decrease in sterling against relevant foreign currencies, which is the
sensitivity rate which represents management’s assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in
foreign currency rates. No adjustment has been made for the compensating impact of open forward foreign exchange contracts or for the
reduction in tax.
Impact on equity | ||||
Decrease by 1% | Increase by 1% | |||
Unaudited | Unaudited | |||
31 December | 31 December | 31 December | 31 December | |
2025 | 2024 | 2025 | 2024 | |
Currency | £’000 | £’000 | £’000 | £’000 |
Euro | (831) | (857) | 815 | 839 |
US Dollar | (235) | (275) | 231 | 273 |
Others | 1 | 2 | (1) | (2) |
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
142
Notes to the financial statements
continued
34. Financial instruments
continued
Foreign exchange forward contracts
It is the policy of the Group to enter into forward foreign exchange contracts to cover all foreign currency payments and receipts. The Group enters
into forward foreign currency exchange contracts to manage the risk associated with sales and purchases from the date that contracts are agreed.
The following tables detail the foreign currency forward contracts outstanding at the end of the reporting period, as well as information
regarding their related hedged items. Foreign currency forward contract assets and liabilities are presented in the line ‘derivative financial
instruments’ (either as assets or as liabilities) within the statement of financial position (see note 25 for further details):
Notional value: |
Notional value: |
Notional value: |
Notional value: |
|||||||
Foreign currency |
Local currency (GBP) |
Local currency (EUR) |
Local currency (PLN) |
Fair value |
||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited |
Unaudited |
||||||
31 |
31 |
31 |
31 |
31 |
31 |
31 |
31 |
31 |
31 |
|
December |
December |
December |
December |
December |
December |
December |
December |
December |
December |
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
Group |
(‘000) |
(‘000) |
£’000 |
£’000 |
€’000 |
€’000 |
PLN ‘000 |
PLN ‘000 |
£’000 |
£’000 |
Cash flow hedges |
||||||||||
Buy (USD) |
||||||||||
Less than 12 months |
– |
75,720 |
– |
48,450 |
– |
13,165 |
– |
– |
– |
977 |
Sell (USD) |
||||||||||
Less than 12 months |
– |
12,225 |
– |
5,238 |
– |
5,166 |
– |
– |
– |
(226) |
Buy (EUR) |
||||||||||
Less than 12 months |
371 |
106,465 |
– |
89,361 |
– |
– |
– |
3,660 |
4 |
(1,470) |
Sell (EUR) |
||||||||||
Less than 12 months |
– |
83,971 |
– |
94,778 |
– |
– |
– |
17,827 |
– |
(877) |
Buy (PLN) |
||||||||||
Less than 12 months |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
Sell (PLN) |
||||||||||
Less than 12 months |
– |
107 |
– |
53 |
– |
– |
– |
– |
– |
1 |
4 |
(1,595) |
|||||||||
The amounts taken into the cash flow hedge reserve and taken out are as follows:
Foreign exchange risk |
||
Unaudited |
||
31 December |
31 December |
|
2025 |
2024 |
|
£’000 |
£’000 |
|
Balance at 1 January 2025 |
(1,197) |
(1,259) |
Gain/(Loss) arising on changes in fair value of hedging instruments during the period |
1,600 |
(35) |
Income tax related to gains/(losses) recognised in other comprehensive income during the period |
(400) |
97 |
Balance at 31 December 2025 |
3 |
(1,197) |
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are
The Group is exposed to a number of financial risks such as access to and cost of funding, interest rate exposure, currency exposure and working
capital management. The Group seeks to minimise and mitigate against these risks where possible and does this by constantly monitoring
and using a range of measures including derivative financial instruments. Use of financial instruments is governed by Group policies which are
approved by the Board. The treasury function does not operate as a profit centre, makes no speculative transactions and only enters into or
trades financial instruments to manage specific exposures.
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group
enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency risk, including:
•
Interest rate swaps and caps to mitigate the risk of rising interest rates.
•
Forward foreign exchange contracts to hedge the exchange rate risk arising on revenues and purchases in foreign currencies.
•
Market risk exposures are supplemented by sensitivity analysis. There has been no change to the Group’s exposure to market risks or the
manner in which it manages and measures the risk.
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
143
34. Financial instruments
continued
Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at variable interest rates, hence borrowings are sensitive
to changes in interest rates.
The Group has invested in operations outside of the United Kingdom and also buys and sells goods and services denominated in currencies
other than sterling. As a result, the value of the Group’s non-sterling revenues, purchases, financial assets and liabilities and cash flows can
be affected by movements in exchange rates in general and in the US Dollar and Euro rates in particular. The Group’s transactional currency
exposure arises from sales or purchases in currencies other than its functional currency. The Group treasury policy requires its operating units
to use forward currency contracts to minimise the currency exposures. Forward currency contracts must be in the same currency as the hedged
item. The Group is exposed to foreign currency risk with its transactions dominated in foreign currencies. Exchange rate exposures are managed
within approved policies set out by the Board of Directors. At 31 December 2025, the Group had hedge contracts for its foreign currency
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations of the loans and receivables
at amortised cost held in the consolidated statement of financial position.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with good credit ratings
assigned by international credit rating agencies. Group policy dictates that Group deposits are shared between banks to spread the risk.
Currently Group deposits are shared between banks that are counterparties in the Group’s secured committed bank facilities.
Processes are in place to manage receivables and overdue debt and to ensure that appropriate action is taken to resolve issues on a timely basis.
Credit control operating procedures are in place to review all new customers. Existing customers are reviewed as management become aware
of changes of circumstances for specific customers. The amounts presented in the consolidated statement of financial position take account of
appropriate allowance for doubtful trade receivables, specific customer risk and assessment of the current economic environment. The carrying
amount of financial assets recorded in the financial information, which is net of impairment losses, represents the Group’s maximum exposure
to credit risk.
Moreover, the Group has credit insurance policies with leading companies in the sector in order to mitigate the risk associated with the solvency
of customers.
In order to minimise credit risk, the Group has developed and maintained credit risk gradings to categorise exposures according to their degree
of risk of default. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of
transactions concluded is spread amongst approved counterparties.
The Group’s current credit risk grading framework comprises the following categories:
Category |
Description |
Basis for recognising expected credit losses |
Performing |
The counterparty has a low risk of default and does not have any past due amounts |
12-month ECL |
Doubtful |
Amount is > 30 days past due or there has been a significant increase in credit risk since |
Lifetime ECL, not credit-impaired |
initial recognition |
||
In default |
Amount is > 90 days past due or there is evidence indicating the asset is credit-impaired |
Lifetime ECL, credit-impaired |
Write-off |
There is evidence indicating that the debtor is in severe financial difficulty and the Group |
Amount is written off |
has no realistic prospect of recovery |
The tables below detail the credit quality of the Group’s financial assets, contract assets and financial guarantee contracts, as well as the
Group’s maximum exposure to credit risk by credit risk rating grades.
Net carrying |
|||||
External credit |
Internal credit |
amount (i) |
|||
Group |
Note |
rating |
rating |
12-month or lifetime ECL? |
£’000 |
Amounts owed by parent undertakings |
21 |
N/a |
Performing |
Lifetime ECL (not credit-impaired) |
98,574 |
Trade receivables |
21 |
N/a |
(i) |
Lifetime ECL (simplified approach) |
178,224 |
At 31 December 2025 |
276,798 |
Net carrying | |||||
External credit | Internal credit | amount (i) | |||
Group | Note | rating | rating | 12-month or lifetime ECL? | £’000 |
Amounts owed by parent undertakings | 21 | N/a | Performing | Lifetime ECL (not credit-impaired) | – |
Trade receivables | 21 | N/a | (i) | Lifetime ECL (simplified approach) | 129,173 |
At 31 December 2024 (unaudited) | 129,173 |
(i)
For trade receivables, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. The Group determines the expected
credit loss on these items by using a provision matrix. During the period loss allowances of £148,000 were recognised against receivables (2024: £nil).
The carrying amount of the Group’s financial assets at FVTPL as disclosed in note 25 best represents their respective maximum exposure to
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
144
Notes to the financial statements
continued
34. Financial instruments
continued
Commodity risk management
The Group acquires substantial amounts of raw materials for its operations, including navy beans, tuna, and rapeseed oil. The Group is exposed
to commodity price and supply risks for these raw materials. The Group takes action to reduce overall material costs and exposure to price
fluctuations by sourcing raw materials from suppliers all over the world, thereby decreasing geographic risk. The Group also frequently tenders
to benchmark market prices.
Capital risk management
The Group manages its capital to ensure that it will be able to continue as going concern while maximising the return to shareholders through
the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged.
The capital structure of the Group consists of net debt (borrowings disclosed in note 1.19 after deducting cash and bank balances) and equity
of the Group (comprising issued capital, other reserves, retained earnings and non-controlling interests) as disclosed in the consolidated
statement of changes in equity).
The Group is not subject to any externally imposed capital requirements.
The Group’s Board of Directors review the capital structure on a regular basis. As part of this review, the Board considers the cost of capital
and the risks associated with each class of capital.
Liquidity risk refers to the risk that the Group may not be able to fund the day-to-day running of the Group. The Group manages liquidity risk
by monitoring actual and forecast cash flows to ensure that adequate liquidity is available to meet the maturity profiles of financial liabilities.
The Group also monitors the drawdown of borrowings against the available banking facilities and reviews the level of reserves. Liquidity risk
management ensures sufficient borrowings funding is available for the Group’s day-to-day needs. Group policy is to maintain reasonable
Maturity profile of financial liabilities
The following table illustrates the Group’s remaining contractual maturity for its financial liabilities when they fall due.
Less than |
1 – 5 |
5+ |
||
1 year |
years |
years |
Total |
|
Group |
£’000 |
£’000 |
£’000 |
£’000 |
Trade and other payables |
506,271 |
1,710 |
– |
507,981 |
Lease liabilities |
29,216 |
60,041 |
11,809 |
101,066 |
Factoring facilities non-recourse |
20,889 |
– |
– |
20,889 |
Borrowings |
55,495 |
94,456 |
28,348 |
178,299 |
At 31 December 2025 |
611,871 |
156,207 |
40,157 |
808,235 |
Less than |
1 – 5 |
5+ |
||
1 year |
years |
years |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade and other payables |
320,244 |
– |
– |
320,244 |
Lease liabilities |
14,802 |
33,038 |
16,679 |
64,519 |
Factoring facilities non-recourse |
195,595 |
– |
– |
195,595 |
Shareholder loans |
53,852 |
349,654 |
– |
403,506 |
Borrowings |
9,784 |
– |
– |
9,784 |
Derivative financial instruments |
2,902 |
– |
– |
2,902 |
At 31 December 2024 (unaudited) |
597,179 |
382,692 |
16,679 |
996,550 |
The Group may from time to time, and in the normal course of business, be subject to claims from customers and counterparties. The Group
regularly reviews all of these claims to determine any possible financial loss to the Group. No provision was considered necessary in the
financial information.
The Group has issued general indemnities in the normal course of business; however, none are considered material for disclosure in the
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance |
Financials
| Additional information
145
The Group has a controlling relationship with its immediate parent
company, NewPrinces S.p.A. and its ultimate parent company,
Newlat Group SA. The Group has a related party relationship with
its associates and joint ventures and with its Directors. In the course
of normal operations, related party transactions entered into by the
Group have been contracted on an arm’s length basis.
The following is a description of material transactions currently in
force to which the Company or its subsidiaries have been a party.
The transactions entered into with related parties (hereafter “Related
Party Transactions”), identified in accordance with the criteria defined
in IAS 24 Related Party Disclosures, are mainly of a business and
financial nature and entered into under normal market conditions.
Unaudited |
||
2025 |
2024 |
|
£000 |
£000 |
|
Sales to parent company |
– |
252 |
Sales to associates |
7,049 |
5,949 |
Sales to joint operations |
9,653 |
4,711 |
Sales to companies under control of |
||
controlling entity |
1,426 |
1,313 |
Purchases from joint operations |
291,240 |
246,474 |
Purchases from companies under control |
||
of controlling entity |
3,102 |
3,699 |
Finance costs with parent company |
24,856 |
14,270 |
Amounts owed by parent undertakings |
98,574 |
5,174 |
Amounts owed by associates |
566 |
774 |
Amounts owed by joint operations |
921 |
– |
Amounts owed by companies under |
||
control of controlling entity |
59 |
483 |
Amount due to parent undertakings |
36,666 |
403,506 |
Amounts due to joint operations |
21,131 |
4,065 |
Amounts due to companies under control |
||
of controlling entity |
– |
483 |
Description of our principal related party transactions
During the year the related party loans of £429,699,000 were
On 1 January the Group entered into an agreement with NewPrinces
S.p.A. subsidiary Symington’s Limited which gave the Group the right
to conduct and operate the Symington’s business for a two-year term.
Symington’s specialises in the production and sale of instant noodle
products. The agreement gives the Group the right to use Symington’s
contractual and employment relationships as well as the tangible
and intangible assets which are required to carry out the business.
Subsequent to this, the Group acquired all of the share capital of
the entity.
On the same date, the Group entered into an agreement with
NewPrinces S.p.A. for its Pasta, Bakery Products and Special Product
category business which gave the Group the right to conduct and
operate this business for a two-year term, which was subsequently
extended to a five-year term. The agreement gives the Group the right
to use the business’ contractual and employment relationships as well
as the tangible assets which are required to carry out the business.
Share acquisitions were also carried out during the year with
NewPrinces S.p.A. for its Princes France S.A.S. and Newlat GmbH
businesses. Princes France S.A.S specialises in the manufacture of
Bakery Products whilst Newlat GmbH expands the Group’s pasta
operations in Europe.
The accounting for the initial agreement and subsequent share
acquisition for each of the businesses, is reflected in the Group’s
accounts as a business combination under common control using
predecessor accounting with assets and liabilities recognised at
their existing carrying values from NewPrinces S.p.A. accounts.
No new goodwill has been recognised, with any difference between
the carrying amounts and consideration being recognised in equity.
Consideration was £122.9 million for net assets acquired of
£88.9 million, with the excess of £34.0 million credited to equity.
Cash of £71 million was acquired with the businesses, giving net cash
On 1 January 2026, Plasmon Srl (company acquired by the majority
shareholder NewPrinces from Kraft Heinz Italy as part of the acquisition
of the Plasmon, Nipiol, Bi-Aglut, Aprotein, and Dieterba brands and
Latina’s plant) transferred the business to Princes Italia S.p.A.
Subsequent to the year-end closing as of 31 December 2025,
the international geopolitical environment has continued to be
characterised by significant elements of uncertainty, also in relation
to the conflict and tensions in the Middle East, with particular
reference to the situation in Iran. These dynamics could have effects
on international markets, particularly on energy and raw materials,
with possible repercussions on inflationary trends and companies’
operating costs.
As of the date of preparation of this Annual Financial Report, there
are no direct or immediately quantifiable impacts on the economic,
equity, and financial position of the Company and the Group.
However, management continues to closely monitor the evolution
of the geopolitical and macroeconomic environment in order to
promptly assess any indirect effects that may arise during the financial
year, particularly in terms of increased procurement costs, energy
The smallest group of which the Company is a member and for which
consolidated financial statements are drawn up is that headed by
this Company.
The Company’s immediate parent undertaking is the NewPrinces
S.p.A., a company incorporated in Italy, which is also the parent
undertaking of the larger Group of which the Company is a member.
The ultimate controlling party is Mr Angelo Mastrolia. Copies of
the Group financial statements are available to the public from the
following address, which is the registered office: Via J.F. Kennedy, 16,
146
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance | Financials |
Additional information
Registered Office of the Company
Royal Liver Building
Pier Head
Liverpool
L3 1NX
Registered Number
02328824 (England and Wales)
Website
www.princesgroup.com
Company Secretary
Prism Cosec Limited
Registrar
For all enquiries about shareholders’ holdings, transfer and
registration of shares, and changes of name and address,
contact the Company’s registrars, Equiniti:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 3HH
Joint Corporate Brokers
Peel Hunt LLP
BNP Paribas, London Branch
100 Liverpool Street
10 Harewood Avenue
London
London
EC2M 2AT
NW1 6AA
Statutory Auditor
PricewaterhouseCoopers LLP
1 Hardman Square
Manchester
M3 3EB
Legal Adviser
Paul Hastings (Europe) LLP
100 Bishopsgate
London
EC2N 4AG
Company information and contact details
147
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance | Financials |
Additional information
Notes
148
Princes Group
Annual Report and Accounts 2025
Overview | Strategic report | Governance | Financials |
Additional information
Notes
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Princes Group
Princes Group plc
Royal Liver Building
Pier Head
Liverpool
L3 1NX
princesgroup.com