Greencore Group plc – Annual Report and Financial Statements 2024

Delivering

Excellence

Greencore Group plc

Annual Report and Financial Statements 2024

Greencore Group plc – Annual Report and Financial Statements 2024

Greencore Group plc Annual Report and Financial Statements 2024

Greencore Group plc

is a leading

manufacturer of

convenience foods

1Strategic Report | Directors’ Report | Financial Statements | Other Information

Strategic Report

Financial highlights 1

At a glance 2

Our strategic framework 6

Our business model 8

Chair’s statement 10

Chief Executive’s review 12

Market trends 14

Strategy 16

Sustainability 18

Task force on Climate-related

Financial Disclosures (‘TCFD’) 26

Our Key Performance Indicators 36

Operating and financial review 40

Risks and risk management 44

Group Executive Team 57

Directors’ Report

Chair’s introduction to corporate governance 60

Board of Directors 62

Board leadership, culture and company purpose 64

Board activities and engagement with stakeholders 66

Division of responsibilities 74

Composition, succession and evaluation 76

Report of the Nomination and

Governance Committee 78

Report of the Audit and Risk Committee 82

Report on Directors’ Remuneration 88

Report of the Sustainability Committee 104

Other statutory disclosures 106

Statement of Directors’ Responsibilities 111

Financial Statements

Independent Auditor’s Report 114

Group Income Statement 122

Group Statement of Comprehensive Income 123

Group Statement of Financial Position 124

Group Statement of Cash Flows 125

Group Statement of Changes in Equity 126

Notes to the Group Financial Statements 128

Company Statement of Financial Position 170

Company Statement of Changes in Equity 171

Notes to the Company Financial Statements 172

Other Information

Alternative Performance Measures 177

Corporate Information 183

Our FY24 Annual Report and Financial Statements

(this ‘Annual Report’) can be downloaded as a PDF

from this location:

www.greencore.com/investor-relations/results-centre

In this report:

Revenue

£1,807.1m

FY23: £1,913.7

Basic Earnings per Share

10.1p

F Y23: 7. 2p

Group Operating Profit

£84.3m

FY23: £66.0m

Adjusted Earnings per Share (‘EPS’)

12.7p

FY23: 9.3p

Adjusted Operating Profit

£97.5m

FY23: £76.3m

Free Cash Flow

£70.1m

FY23: £56.8m

Profit before taxation

£61.5m

FY23: £45.2m

Return on Invested Capital (‘ROIC’)

11.5%

FY23: 8.9%

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial

Reporting Standards (‘IFRS’) measures to monitor the performance of its operations and of the

Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures

are provided in the APMs section on page 177.

Certain statements made in this Annual

Report are forward-looking. These represent

expectations for the Group’s business,

and involve known and unknown risks and

uncertainties, many of which are beyond

the Group’s control. The Group has based

these forward-looking statements on current

expectations and projections about future events

based on information currently available to

the Group. These forward-looking statements

include all statements that are not historical facts

and may generally, but not always, be identified

by the use of words such as ‘will’, ‘aims’, ‘achieves’,

‘anticipates’, ‘continue’, ‘could’, ‘develop’, ‘should’,

‘expects’, ‘is expected to’, ‘may’, ‘maintain’, ‘grow’,

‘estimates’, ‘ensure’, ‘believes’, ‘intends’, ‘projects’,

‘sustain’, ‘targets’, or the negative thereof, or

similar future or conditional expressions.

By their nature, forward-looking statements

involve risk and uncertainty because they relate

to events and depend on circumstances that may

or may not occur in the future and reflect the

Group’s current expectations and assumptions as

to such future events and circumstances that may

not prove accurate. A number of material factors

could cause actual results and developments to

differ materially from those expressed or implied

by forward-looking statements. There may be

risks and uncertainties that the Group is unable

to predict at this time or that the Group currently

does not expect to have a material adverse effect

on its business. Accordingly, no assurance can be

given that any particular expectation will be met

and you should not place undue reliance on any

forward-looking statements. These forward-

looking statements are made as of the date of this

Annual Report. The Group expressly disclaims

any obligation to publicly update or review

these forward-looking statements other than

as required by law.

Financial highlights

2 Greencore Group plc Annual Report and Financial Statements 2024

At a glance

Protecting food safety

We source, store and prepare our

Great Food to the highest food safety

standards every day. Our customers and

their consumers can trust what we place

on the shelves.

Leading on taste

We work hard to innovate and improve

recipes and technologies to deliver

delicious taste.

Winning on quality

We care deeply about the experience

we deliver to consumers and take great

care in assuring food quality, from the

nutritional value, colour and texture

to the packaging it reaches them in.

Ros Wherry, Distribution team

Delivering for

our customers

We are proud to supply a wide range

of chilled, frozen and ambient foods

to some of the most successful retail

and food service customers in the UK.

We supply all of the major supermarkets in the

UK, and also supply convenience and travel

retail outlets, discounters, coffee shops, food

service and other retailers.

Our principal customers include:

Delivering

Great Food

3Strategic Report | Directors’ Report | Financial Statements | Other Information

Corporate

head office

Manufacturing sites

Distribution centres

and transport hubs

Distribution vehicles

618

Direct to store deliveries each day

10,500

Locations

Corporate head office

Manufacturing sites

Distribution centres

Transport hubs

Corporate services centre

Manufacturing

We operate 16 industry-leading manufacturing sites, comprising

of eight sandwich units, five chilled ready meal units, three salad

units, two sushi units, one chilled soup and sauces unit, one chilled

quiche unit, one ambient cooking sauce and pickles unit and

one Yorkshire Pudding unit.

Distribution

We have built a strong Direct to Store distribution operation

comprising over 618 vehicles, three regional distribution centres

and 14 transport hubs.

What we do and

where we operate

4 Greencore Group plc Annual Report and Financial Statements 2024

Delivering

consistent

high quality

every time

Strategic Report

At a glance 2

Our strategic framework 6

Our business model 8

Chair’s statement 10

Chief Executive’s review 12

Market trends 14

Strategy 16

Sustainability 18

Task force on Climate-related

Financial Disclosures (‘TCFD’) 26

Our Key Performance Indicators 36

Operating and financial review 40

Risks and risk management 44

Group Executive Team 57

Chair

Focus on delivering excellence

“I remain convinced that the Group has

a solid foundation and growth potential.”

Read more on page 18

People at the Core

Our people are central to

everything that we do. We

believe that we differentiate

ourselves through our

people and how we adapt

quickly to the changing

needs of our business.

Excellence

We strive for excellence in

everything we do and are

committed to continuously

improving our business to

drive efficiency and create

value for all stakeholders.

Great Food

We have a passion for

food and invest everyday

to provide our customers

with safe, great tasting,

high-quality and

innovative products.

Sustainability

We ensure sustainability

underpins all aspects of

our business; we source

with integrity, make with

care and feed with pride.

The Greencore Way describes who we are and how we

succeed. These principles help to guide our decision-

making across the organisation.

Feeding with Pride

By 2030, we will have increased our positive impact on

society through our products.

By making it easier for people to make informed food

choices, we can help reduce food’s negative impacts

on the planet and boost its positive impact on society.

Sourcing with Integrity

By 2030, we will source our priority ingredients from a

sustainable and fair supply chain.

By understanding the complexities of our supply chain

and its impacts, we are better positioned to reduce our

products’ environmental footprint and respect the human

rights of all involved.

8 Greencore Group plc Annual Report and Financial Statements 2024

Our business model

Delivering

better results

People

c.13,300

Ingredients

2,500

Manufacturing sites

Distribution fleet

618

Invested capital

c.£700m

Managing our risks

Like all organisations, we face a wide range of risks that could impede

the successful achievement of strategic objectives. We recognise that

effectively managing these risks is critical to our success.

We operate an Enterprise Risk Management framework that ensures

that risks are understood, evaluated, and mitigated in line with our

risk appetite and enables informed decision making. This is supported

by systematic oversight provided by the Risk Oversight Committee

and the Audit and Risk Committee, and a standard methodology.

Read more on sustainability:

Page 18

10 Greencore Group plc Annual Report and Financial Statements 2024

As I complete my second

year as Chair of Greencore,

I remain convinced that the

Group has a solid foundation

and growth potential. We

hold strong positions in our

categories, maintain enduring

relationships with the top UK

retailers, have well-invested

facilities, exceptional people,

and a robust balance sheet.

Introduction

In FY24, the Group continued to focus on

rebuilding its profitability, where we made

solid progress. Our re-entry into the FTSE

250 reflects this progress. However, as

I will outline, there is still more to do to

manage external challenges, further rebuild

profitability and drive our growth agenda.

Delivering excellence

In FY24, our total revenue decreased by

5.6% to £1,807.1m, as a result of strategic

decisions to exit low return contracts and

Chair’s statement

the sale of the edible oils business, Trilby

Trading Limited. While our Pro-Forma

revenue growth was -1.4%, our Like-for-Like

revenue growth was 3.4%, demonstrating

our ability to manage commercial returns

and grow with our customers. Adjusted

Operating Profit rose by 27.8% to £97.5m,

with Operating Profit increasing by 27.7%

to £84.3m.

I’m pleased with the Group’s strong

performance this year and would like to

thank our Chief Executive Officer, Dalton

Philips, and the entire management team

for delivering these results. Following

material changes over the past two years,

the refreshed management team is now fully

operational and focused on driving value for

the Group.

Our Commercial and Operational Excellence

programmes delivered well in FY24. The

Group maintained exceptional service levels

while strengthening customer relationships

through long-term partnerships, introducing

innovative products and winning significant

new business. Operationally, we continued

to embed our excellence programme,

driving more consistent application of best

practices across sites. The management

team also employed a returns-based

assessment across products, contracts,

categories, and sites, reinforcing our focus

on profitability and capital discipline.

This positive performance has strengthened

our financial position. We successfully

managed the Free Cash Flow generated by

the business, reducing Net Debt (pre-IFRS16)

to £148.1m and bringing leverage to 1.0x,

at the lower end of our medium-term target

range of 1.0 – 1.5x.

Stakeholder engagement

Throughout FY24, I continued to engage

with key stakeholders, including our major

shareholders. These discussions have been

insightful, providing valuable feedback for

the Board. More details on our stakeholder

engagement are available on pages 68 to 73.

Corporate governance

In February 2024, we welcomed Catherine

Gubbins as Executive Director and Chief

Financial Officer. Catherine has already

made a positive impact, and her wealth of

experience strengthens our leadership team.

I would also like to extend my gratitude to

Sly Bailey and John Amaechi, who stepped

Focus on

delivering

excellence

“I want to express our gratitude to

all our colleagues who contributed

to the Group’s strong performance.

The drive, focus and commitment of

our c.13,300 colleagues, alongside

the leadership of our management

team, were key to our success.”

Leslie Van de Walle

Board Chair

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards

(‘IFRS’) measures to monitor the performance of its operations and of the Group as a whole. These APMs along with

their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

Our Board, Dublin

11Strategic Report | Directors’ Report | Financial Statements | Other Information

Adjusted Operating Profit

£97.5m

Revenue

£1,807.1m

down from the Board in January 2024 after

nearly 11 and 3 years of service respectively.

Their contributions have been significant,

and we wish them all the best for the future.

Following these changes, Linda Hickey

assumed the role of Senior Independent

Director and Anne O’Leary took on the

position of Workforce Engagement Director.

The Board continues to evolve, reflecting

the Group’s needs, with refreshment of

Board Committees during FY24.

Shareholder returns

We are grateful to our shareholders and

other stakeholders for their continued

support. Our strong financial performance

in FY24 enabled us to continue returning

capital to shareholders. Between October

2023 and February 2024, over 15m ordinary

shares were repurchased, marking the

completion of the £50m capital return

programme announced in May 2022.

In May 2024, we committed to returning a

further £50m to shareholders over the next

12 months, beginning with a £30m share

buyback, which was extended by £10m in

August 2024 and was completed on the

11th November 2024. The Board is now

pleased to recommend a dividend of 2.0

pence per share. Given the Group’s strong

balance sheet, the Group is also launching

an additional £10m share buyback.

Naturally, we reserve the flexibility to adjust

our returns policy to best serve the strategic

objectives of the Group.

Conclusion

On behalf of the Board, I want to express

our gratitude to all our colleagues

who contributed to the Group’s strong

performance. The drive, focus, and

commitment of our c.13,300 colleagues,

alongside the leadership of our management

team, were key to our success.

While we have made significant progress,

there is more to be done to rebuild

profitability. As part of this, we recognise that

we face several challenges in the external

environment that will need to be addressed

in the coming year. In FY25, our focus will

be to further drive our Commercial and

Operational Excellence programmes and

continue progressing our Group-wide

technology transformation.

Looking ahead, the Group now anticipates

FY25 to be within the top half of the range of

current market expectations as we continue

to build the foundation for future growth.

Leslie Van de Walle

Board Chair

2 December 2024

12 Greencore Group plc Annual Report and Financial Statements 2024

Delivering

and building

momentum

“Even though I’m entering my third year

at Greencore, a day doesn’t go by that

I’m not impressed by what our teams

accomplish – delivering high-quality,

fresh food to consumers right across

the UK.”

Dalton Philips

Chief Executive Officer

Chief Executive’s review

It’s now been over two years since

I joined Greencore, and I’m proud

of the progress we’re making.

After some very challenging years,

we’ve stabilised the business and

started the journey to reset our

profitability. While there’s still

much more to do, the strides we’ve

made this year give me confidence

that we’re on the right path.

Introduction

I want to extend a huge thank you to our entire

team of c.13,300 colleagues for their hard work

and professionalism throughout FY24. I’m also

incredibly grateful to our suppliers, who provide us

with the materials to create these great products,

and to our customers, whose partnerships are so

critical to our success.

Even though I’m entering my third year at Greencore,

a day doesn’t go by that I’m not impressed by what

our teams accomplish – delivering high-quality,

fresh food to consumers right across the UK.

I’m also pleased to share that our leadership team is

now fully in place. Catherine Gubbins joined us as

Chief Financial Officer in February 2024, and she’s

already making a positive impact on the business.

Strong FY24 performance

In FY24, our financial performance continued to

improve. While our total revenue decreased to

£1,807m, this was largely due to our disposal of

Trilby Trading Limited at the end of FY23 and exiting

contracts with low returns. Our Like-for-Like revenue

grew by 3.4% and gross margin increased to 33.2%.

Adjusted Operating Profit increased 27.8% to £97.5m,

showing that we’re moving in the right direction.

Our financial position remains solid. We reduced

Net Debt (pre-IFRS 16) to £148.1m and brought Net

Debt:Adjusted EBITDA as measured under financing

agreements down to 1.0x, which is at the lower end

of our medium-term target range of 1.0 – 1.5x. As

highlighted in the Chair’s statement, this has allowed

us to maintain the flexibility to return capital to

shareholders.

Drivers of turnaround

I want to thank the entire team across the business

for working tirelessly to achieve this result.

1. The Group uses Alternative Performance Measures (‘APMs’)

which are non-International Financial Reporting Standards

(‘IFRS’) measures to monitor the performance of its operations

and of the Group as a whole. These APMs along with their

definitions and reconciliations to IFRS measures are provided

in the APMs section on page 177.

2. Kantar World Panel – 52 Weeks Ending 29 September 2024.

13Strategic Report | Directors’ Report | Financial Statements | Other Information

Commercially, we outpaced the market,

growing our Like-for-Like volume by 0.5%,

where the market declined 0.1%

. We had

particularly strong performance in the

sandwiches and ready meals categories.

This success was driven by a focus on new

product development, resulting in the launch

of more than 400 new products. At the same

time, we took actions to streamline the total

number of unique ingredients used in our

products, resulting in a reduction of 5% vs.

FY23.

We also strengthened our customer

relationships, securing multi-year contract

renewals and winning new business,

including a large ready meals contract at

our Kiveton site, onboarded in late Q4 FY24.

However, we also made difficult decisions,

such as closing our chilled soup and

sauce plant also located at Kiveton, with

production consolidated into our Bristol site.

While most colleagues were redeployed,

the closure did result in some redundancies.

I want to acknowledge the contribution of

those former colleagues to the business and

wish them all the best for the future.

Our Operational Excellence programme

has also made significant progress. Over

FY24, we delivered 843 individual initiatives

to reduce material waste, improve labour

and supply chain planning, and enhance

engineering practices across our network.

With a small, focused Operational Excellence

team, we’re systematically rolling out best

practices that will support our long-term

performance ambitions.

People at the Core

When I visit our sites, I’m always struck by

the passion and commitment of our people

– from our senior leaders to those on the

frontlines making great food every day. Our

colleagues are without a doubt our most

valuable asset, and they are central to our

competitive advantage.

This year, we made important strides in

engaging more deeply with our people. We

ran our People At The Core survey in FY24,

with 84% of colleagues participating. We

achieved a sustainable engagement score

of 81% representing a two percentage point

increase from our last survey in 2022. I’m

particularly encouraged by the improvements

in colleague communication and senior

leadership engagement, which rose by 9

and 6 percentage points respectively.

We’ve also made progress in fostering a

more inclusive and diverse workplace. From

leadership development initiatives to broader

representation targets, we’re committed

to being a company where everyone feels

empowered to bring their best selves to

work. There’s more to do, but I’m pleased

with the steps we’ve taken so far.

Focus on sustainability

Since FY21, we’ve been making progress

towards our Better Future Plan. While FY24

saw good progress, we know there’s more

to be done to drive the transformational

change needed to meet our targets. We

recognise the vital role that Greencore has to

play in creating a food system that works for

both people and the planet.

Our Plan Ownership Model, introduced

last year, assigns clear ownership of our

Better Future Plan across the business. In

FY24, each Plan Owner developed long-

term roadmaps, supported by short-term

action plans, to achieve our goals. Our

Group Executive Team has also gained a

deeper understanding of climate risks, and

has increased our engagement with all Plan

Owners, reflecting how central sustainability

has become to our agenda.

While we’re still early in the journey, I’m

encouraged by the momentum and

ownership within our business. We are

learning every step of the way and are

committed to reducing our environmental

impact, supporting better social outcomes,

and building long-term business resilience.

Strategic progress

Over the past year, we’ve stayed true to

our horizon strategy. Having stabilised the

business in FY23 (Horizon 1), we’ve focused

in FY24 on rebuilding profitability (Horizon

2), and while there’s more to be done, the

progress is clear. At the same time, we’ve

started laying the groundwork for future

growth (Horizon 3), through both organic

and inorganic opportunities.

In FY24, we also launched our Making

Business Easier transformation programme

aimed at improving our infrastructure for

data, processes, and technology. This

programme is focused on driving simplicity

and consistency of outcomes across the

business, and will deliver value through

over 40 initiatives over the coming years.

Looking forward

Looking ahead, I believe I speak for all our

colleagues when I say we’re optimistic

about Greencore’s future. While we will have

several external cost challenges to address

in FY25, our focus remains firmly on both

rebuilding profitability and creating long-

term growth opportunities. I truly believe

our best days are ahead, and I feel privileged

to be part of this incredible Company.

Finally, I want to once again thank my

colleagues, our customers, suppliers,

shareholders, and stakeholders for their

continued support throughout FY24.

Together, we’re building something great.

Dalton Philips

Chief Executive Officer

2 December 2024

“Adjusted Operating Profit increased 27.8%

to £97.5m, showing that we’re moving in the

right direction.”

Josh Ramsell at Tamworth

14 Greencore Group plc Annual Report and Financial Statements 2024

Market trends

We understand people, shoppers

and consumers

By tracking, measuring, and reporting on data and

insights, we gain both a top-down and bottom-

up perspective on the trends and themes that

affect our business and categories. We partner

with leading research agencies, utilising the

latest technology and robust methodologies

to maintain a deep understanding of

consumer and market dynamics.

Our team rigorously analyses various data

points, including end point-of-sale, loyalty,

and panel data, to understand detailed

shopper behaviour (the ‘what’). We then

enhance this analysis with our proprietary

quantitative and qualitative consumer

and shopper research to understand

sentiment and motivations (the ‘why’).

This comprehensive insight enables us to

develop effective category growth strategies

in collaboration with our customers.

We continually seek new ways to

better understand people

Our proprietary consumer community

‘Talking Taste’ enables us to get closer to

our shoppers and consumers than ever

before. We are in constant conversation

with our 1,000+ highly engaged community

members to understand more about

their lives, their priorities and the factors

impacting on their food decisions. This

ensures that we remain relevant in terms

of our product ranges and innovation.

The community platform’s best-in-class

integrated AI capability enables us to get to

deeper insights quicker, increasing the speed

of our decision making. We have partnered

with our community agency to push the

boundaries in terms of our research and

analysis by incorporating AI on a test and

learn basis.

We understand what drives

purchase behaviour

In addition to our online research

programme we use in-store and

ethnographic research to understand

people in the context of their own lives,

and how they make decisions in-the-

moment. We have used advanced eye-

tracking technology, accompanied shopping

trips, home visits and longitudinal interviews

to understand total decision pathways, both

in general and specific to our categories.

Shoppers are typically on autopilot when

buying food and we only have a short

window of opportunity to catch their

attention so our products need to be seen

on shelf. From our extensive research we

have developed a set of shopper-focused

guiding principles for each of our categories

and we work with our retail partners to

ensure we are giving our products and

categories the best chance of success.

We look to the future

We have worked extensively to understand

the consumer of the future. Our generational

research and insight enables us to build

a picture of how consumers needs and

expectations are evolving and how this

might translate to our product ranges

and store of the future.

We respond to evolving consumer

trends and preferences to ensure we

remain relevant

Reliance on convenient solutions, people

instinctively look to simplify life where they

can. Although this manifests itself differently

across people and households there are

some common areas shaping every food

choice (meal dynamics, food provision,

food planning, food value and food health).

Personal inhibitors to food preparation

include skills, time, space and money.

Convenient food solutions, in many forms,

help across all these challenges. Everyone

has their own learned short-cuts, and their

own set of priorities, and understanding

these, and how they interact, helps explain

why and how food choices are made and

which levers we can pull in-store to offer

more convenient solutions.

Convenient access to food is just as

important as convenient food solutions.

The UK’s food delivery landscape has

evolved significantly in recent years,

driven by changing consumer preferences,

technological innovation, and the ongoing

shift towards convenience. Routes to market

are evolving at pace with rapid grocery

delivery services (Q-Commerce), dark

kitchens, subscription and membership

platforms and apps which are using AI

to optimise efficiency and customer

experience. Customer expectations are

also increasing as they prioritise speed and

convenience alongside discounts, deals

and loyalty schemes.

Using insights

to drive our

business forward

We have a dedicated team of insight and category

professionals reviewing multiple sources of market,

shopper, and consumer intelligence daily to unlock

key insights. Here are just some of those insights.

15Strategic Report | Directors’ Report | Financial Statements | Other Information

Best-in-class insight and data partners

Time spent one-to-one with shoppers

in store and in their homes

100 hrs

Individual consumer video responses to

research questions

300+

Interviews conducted in-store

600+

Active and engaged online community

members

1,000+

Individual responses to multiple

community briefs

18,500+

Cost consciousness

In response to economic uncertainties,

consumers are increasingly focused on

affordability, with many opting to create

occasions in home as an affordable

alternative to eating out.

Savvy shopping has become ingrained

in consumer behaviour and value for

money remains a key consideration,

especially when it comes to grocery

shopping. When buying food to consume

out-of-home the mindset is slightly different.

People are often more open to treating,

opening up opportunities for the likes of

premium lunchtime meal deals.

Healthy Sustainable Diets

There is so much contradicting health

information available, and many find

it confusing and difficult to navigate.

Increasingly consumers are looking to

retailers and manufacturers to support,

guide and lead the way through making

our products healthier and reducing

their environmental impact. We have

a responsibility to use our influence

to drive positive system change and

improve food outcomes for consumers

and the wider society.

Healthy eating comes in many forms

and lacks consistency. Many just seek

an ‘indication’ of health more than an

‘actual’ measurement of health; picking

what works for them. Whilst health isn’t at

the forefront of decisions, it can feature

in many. By understanding people’s

underlying attitudes to health and how

they align with their actual decisions and

behaviour we can ensure our product

ranges meet their health needs and inspire

shoppers to make healthier and more

sustainable choices in store.

Treat opportunity

Treat occasions continue to play an

important role across our categories.

People will trade up and reallocate their

spend to occasions they feel are more

important. Weekends typically prompt

a change in food choice, either moving

towards or away from convenient foods,

whichever feels more of a treat. Product

ranges that fulfil these treat needs are

important for both at home and on-the-

go occasions, and the in-store delivery

of these occasions is critical.

James Macer at Wisbech

16 Greencore Group plc Annual Report and Financial Statements 2024

Strategy

Delivering

our strategy

We are one of the leading

convenience food businesses

in the UK. We have built this

position through long-term

partnerships with major UK

retailers in attractive product

categories, supported by

outstanding innovation and

manufacturing capability.

Our strategy is focused on accelerating

financial returns and delivering growth from

these partnerships, across three horizons:

Horizon 1: Stabilise

In FY23, we successfully stabilised the business after a

period of material external and internal disruption. This

was achieved through a series of commercial, operational

and cost control interventions, which we have previously

described (see our Annual Report for FY23).

Horizon 2: Rebuild

In FY24, we commenced Horizon 2, where our focus is

on rebuilding the profitability and returns of the Group.

We are pleased to have made progress towards this goal

and delivered strong year-on-year Adjusted Operating

Profit growth. We delivered this through returns-based

assessments in each of our categories, continued focus on

our Commercial and Operational Excellence programmes

and investment in foundational enablers. Yet, we recognise

that our job is not done, and we have more to do to rebuild

the business in FY25 and beyond.

Horizon 3: Grow

In parallel to Horizon 2, we also commenced Horizon 3

in FY24, which is focused on the pursuit of further growth

opportunities. Although we operate in categories which are

growing faster than the wider market, we have an ambition

to further strengthen the growth trajectory of the Group.

We will pursue this, through selective and disciplined

investment, to support growth both within our current

footprint, and by broadening our portfolio.

Rebuilding

performance

Having stabilised the

business, our focus is on

rebuilding the profitability

and returns of the Group.

Investing for

future growth

In parallel to our work on

rebuilding profitability,

we are focused on driving

sustainable long-term growth

in our business.

17Strategic Report | Directors’ Report | Financial Statements | Other Information

In FY24, we made progress towards our goal of rebuilding

the profitability and returns of the Group back to historic levels.

We delivered a strong year-over-year increase in profitability

and returns, with activity in three key areas.

The first area is around portfolio optimisation, and applying

a returns-based lens to each of the categories that we operate

in. In FY24, while we focused on further development of

outperforming categories, we also continued to focus on

categories previously identified as underperforming. In these

areas, we have taken conscious actions to restore profitability

and returns and will continue to do so. For example, in salads,

we exited a low-margin sub-category, and in doing so created

capacity for higher-margin product. In chilled soup and sauce,

we took the strategic decision to close our soup and sauce

facility on our Kiveton campus and consolidate production

into a stand-alone plant in Bristol.

The second area is focused on commercial and operational

excellence. In FY24, we continued to meaningfully step change

our capabilities in these areas, to create a replicable model to

drive profitability and returns in future years. In commercial,

we are focusing on excellence enhancements across the

entire lifecycle of consumer insight, product planning, selling

to customers and procurement. In operations, our excellence

programme is unpinned by deploying industry-wide best

practices across multiple pillars of our operating model. We’ve

implemented a model of site ‘lighthouses’, where individual sites

are piloting improvement programmes to drive quick wins, which

we then deploy as best practice learnings across the network.

The third area is process and technology transformation. This

is focused on continuing to improve our infrastructure for data,

systems, processes and technology, which will help to underpin

and improve the delivery of other elements of our operational

and commercial improvements. In FY24, we launched our

Making Business Easier transformation programme to address

this, which is now fully mobilised with a clearly defined roadmap

for the coming years.

As one of the UK’s leading convenience food players, we are well

positioned to outperform the market, given the categories that

we operate in. Over the 52 weeks to September 2024, Greencore

grew Like-for-Like volume by 0.5%, outperforming the market,

which declined by 0.1%

However, we recognise that we will need to evolve our portfolio

over time to include higher-growth markets, to help lay a

foundation for sustainable long-term growth. This will require

us to diversify our category, channel and market exposure over

time. We will approach any potential expansion in a disciplined

way, identifying high-growth areas, aligned to consumer and

customer trends, and choosing to invest in areas where we

have a right to win and there are natural synergies with our

existing business.

While some of this growth will be achieved through organic

means, we are also assessing inorganic investment opportunities.

In FY24, we have built our capability and network in this area and

are continuing to assess potential opportunities, against a set of

clearly defined investment criteria.

Our investments in growth will be enabled by the strong platform

and strategic flexibility that we are continuing to unlock as we

rebuild our profitability.

1. Kantar World Panel – 52 Weeks Ending 29 September

Tamworth Distribution Centre

18 Greencore Group plc Annual Report and Financial Statements 2024

Delivering a

better future

Sustainability

“Our

Better Future Plan

is a

transformative programme to ensure

long-term business success so

Greencore is continually evolving for

the better. FY25 will bring challenge,

opportunity, risk and reward. I am

proud of the network of sustainability

leaders we are building across the

business, and am confident we will

push the agenda in the ways needed

to advance into the ‘next chapter’ of

our sustainability journey.”

Fran Haycock

Head of Sustainability

Today’s food system is complex and

becoming increasingly fragile, and we

acknowledge our responsibilities within

our operations and across the value chain.

Our Better Future Plan reflects our response to risks

and opportunities within the food system. This is our

commitment to work for a future where our people and our

business thrive sustainably. It guides the way we operate,

supports the direction we take and inspires our strategy.

Alongside this, our business purpose underpins the actions

we take towards making a difference for everyone who

interacts with the business, from consumers and suppliers,

to those in the communities where we operate – whilst also

working to improve and preserve the health of the planet

we all share.

Greencore has an important role in helping to transform the

food system into one that works for both people and the

planet. By making products that are nutritious, affordable

and taste great, we can make it easier for people to make

choices that are good for their health and wellbeing,

support local communities, and reduce the impact of

food on the natural world.

Our Better Future Plan is made up of three interlocking

strategic pillars: Sourcing with Integrity, Making with Care,

and Feeding with Pride. Our People at the Core topics –

human rights in our direct operations, inclusion and

diversity, health and safety, and communities – underpin

these pillars, which are then supported by four foundation

topics that uphold the strategy and are fundamental to our

transformation process: Governance, Risk management,

Transparency, and Embedding.

The global sustainability landscape continues to evolve

at pace and we are evolving the strategy to ensure it is

representative of both the local and global challenges at

hand. Albeit an incredibly challenging and complex agenda,

we are committed to our Better Future Plan journey and are

preparing a more resilient business in these times of change.

Materiality

Greencore’s disclosures are focused on the issues most

material to our business activities. Greencore last undertook

a double materiality assessment in FY22 and will be

undertaking a more comprehensive double materiality

assessment in early FY25 in preparation for the Corporate

Sustainability Reporting Directive (‘CSRD’) disclosure required

in FY26. The outcomes of this assessment will then be used

to shape the future chapters of sustainability at Greencore.

Aligning with external frameworks

Greencore aligns disclosures in its standalone Sustainability

Report to international non-financial reporting standards

such as Global Reporting Initiative (‘GRI’). Headquartered

in Ireland, we are paying particular attention to the fast-

evolving European regulation. We are preparing to align

with the CSRD, including the EU Taxonomy, in addition to

the International Sustainability Standards Board and the

Transition Plan Taskforce (‘TPT’) Disclosure Framework, all

in FY26. As the mandatory disclosure landscape evolves and

strengthens, we will be reviewing how to most appropriately

balance our commitments between the voluntary and

mandatory asks of the business.

19Strategic Report | Directors’ Report | Financial Statements | Other Information

Responsible sourcing

We will continuously improve

the way we are sourcing our

goods and services, in an ethical,

environmentally sustainable and

socially conscious manner.

Human rights in our global

supply chains

We will operate within a global

supply chain where ethical conduct,

respect for human rights and the

wellbeing of worker rights are

paramount.

Human rights in our

direct operations

We will create a workplace

where ethical conduct,

respect for human rights, and

colleague wellbeing is central

to our direct operations.

Inclusion and diversity

We are committed to ensuring

everyone’s experience of

working with us is an inclusive

one, where our colleagues

can be themselves and fulfil

their potential.

Health and safety

We are committed to

reducing health and safety

risks, creating a safer

workplace, and promoting

health and wellbeing.

Communities

We will integrate into our

local communities by using

our products, services,

capabilities and passion to

benefit the communities

where we operate.

Net zero operations

We will build and operate a business

that uses less to generate more, and

creates both a circular and more

self-sufficient energy supply.

Food waste

We will halve food waste within our

operations and work with others to

minimise waste in our supply chain.

Water stewardship

We are committed to developing

water awareness throughout the

business and work towards a model

of water stewardship.

Healthy and sustainable diets

We are committed to positively

influencing the health of millions

by producing healthier, sustainable

options, and, making them more

available, accessible, affordable and

desirable.

Sustainable packaging

We will design lower environmental

impact packaging, making it easier

to recycle and eliminating single-

use plastics.

People at the Core

Foundations

Governance Risk management Transparency Embedding

Delivery plans Strategic ambition

By 2040, we will operate

(Scope 1 and 2) with

net zero emissions

Making

with Care

By 2030, we will source our

priority ingredients from a

sustainable and fair supply chain

Sourcing

with Integrity

By 2030, we will have increased

our positive impact on society

through our products

Feeding

with Pride

This year we made several adjustments to keep our strategy relevant to the changing world, the key

environmental and societal issues, and the expectations of stakeholders. Water stewardship now features

as its own topic in our Making with Care pillar to reflect the growing importance of and internal work on water

management this year. We moved communities from Making with Care to People at the Core to better align

with the topic’s people-focused objectives, and we renamed our agendas related to human rights to reflect the

importance of the different considerations and approaches in terms of human rights in our direct operations and

human rights in our global supply chains.

Our

Better Future Plan

pillars:

20 Greencore Group plc Annual Report and Financial Statements 2024

Sustainability continued

Year in review

Our work in FY24 has enabled us to take a significant step forward in our sustainability journey,

mobilising our teams around each of our topics and deepening our knowledge.

This year we turned our focus to data

maturity, strategy development and

preparing for incoming regulation on

sustainability reporting. We enhanced

our Group Sustainability team with more

specialist resource – sustainability reporting,

responsible sourcing and human rights – and

continued embedding our Plan Ownership

Model to help mobilise the business around

each of our topics.

Collaboration remains key to our

Sustainability Strategy, and achieving

our goals requires joint efforts with both

customers and suppliers. This year we

further enhanced the collaborative nature

of these relationships, whilst balancing

our primary focus in the short term on

optimising our own operations to deliver Key

Performance Indicator (‘KPI’) improvements.

Sustainability data

Meeting our commitments depends on

accurate, timely and robust data, which has

received significant focus from our Group

Executive Team, functional leaders and

the broader business. We placed greater

emphasis on gathering high-quality data

across all reportable sustainability metrics,

and drove business accountability of these

into the relevant teams.

Additionally, the Commercial function has

made significant strides with both healthy

and sustainable diets (‘HSD’) and sustainable

packaging data, enabling us to report on our

KPIs in both spaces for the first time this year,

and use the data to drive business decisions

and shape customer engagement. This data

changed our focus and action planning

towards our HSD Roadmap, with data now

informing decisions within our product

development cycles. We are one year into a

multi-year journey to achieving the level of

data maturity needed to meet our upcoming

regulatory reporting obligations. Continuous

strengthening of our data, systems, processes

and controls will be essential for guiding

decisions, meeting future reporting

requirements, and fully embedding

sustainability into our business.

Strategy development

Our Plan Owners have concentrated on

developing their respective multi-year

roadmaps across our 10 topics. The plans

were approved by the Group Executive

Team over the summer, and we now

have an evolving understanding of their

interdependencies and their impact on

the broader business agenda. In parallel,

our Sustainability, Risk and Strategy teams

focused on scoping how we integrate our

latest climate risk modelling work into both

our short and long-term strategic thinking.

Transparent disclosures

We are working to understand the

mandatory sustainability reporting landscape

and the disclosures we will need to make

in FY26 and beyond, particularly focusing

on the interoperability between different

standards to ensure that we have an

efficient and effective approach to

meet multiple requirements.

We have commenced preparations for our

CSRD disclosure following the strengthening

of the Sustainability team with expertise in

data, reporting and non-financial assurance.

We also spent time upskilling our Group

Executive Team and Board to ensure our

leaders understand the requirements of

this extensive reporting requirement.

Embedding

Our Plan Ownership Model has accelerated

progress over the past 12 months, with

further maturity of the model to happen in

the year ahead. Our Plan Owners are driving

change and momentum in their respective

areas through leadership on their strategies,

roadmaps and the deployment of these into the

relevant business teams. We are beginning to

see significant value from this ‘decentralisation’

of sustainability, moving sustainability

ownership and delivery into the business.

We have continued our investment in

upskilling the Group Executive Team, Plan

Owners and the broader business through

our commitment to the Future Food

Movement upskilling platform. In addition,

our quarterly sustainability webinars provide

an opportunity to update colleagues on

progress, our challenges, and what they

can do to support our ambition.

The Executive Ownership Model has

added significant value to the programme,

with strong leadership and accountability

from our Chief Operating Officer, Chief

Commercial Officer and Chief People

Officer. Our Chief Operating Officer is

overall executive sponsor of the Better

Future Plan. The Chief Strategy, Planning

and Development Officer is the executive

sponsor for the climate-related strategy

element of the Better Future Plan.

Climate risks and opportunities

Further understanding of the risks and

opportunities that climate change brings

to our business has also been a key focus.

This year we completed our second climate

risk assessment, which covered both

our UK manufacturing and distribution

property portfolio, as well as our ‘top 25’

spend categories across ingredient and

packaging procurement.

We are now working to integrate these

insights into our strategic planning,

procurement strategy, and business risk

and resilience framework, with primary

leadership of this sitting with our Risk

and Strategy teams, supported by the

Sustainability team.

See pages 26-35 for more information

about our risk assessment outputs and

broader climate disclosure.

Andy Parton – Chief Commercial Officer, Lee Finney –

Chief Operating Officer and Guy Dullage – Chief People Officer

21Strategic Report | Directors’ Report | Financial Statements | Other Information

Sourcing with Integrity

The impacts of our global food system are most significant at source where ingredients

are grown, animals reared and resources extracted.

This year our focus has been on supplier

engagement, using our influence to achieve

better outcomes for people and planet in

our value chain, with a primary focus on

deforestation-free soy, cage-free eggs, and

Scope 3 greenhouse gases (‘GHG’). Human

rights also remains central to our work,

including implementing a more structured

Human Rights Due Diligence (‘HRDD’)

framework, both within our own operations

and our global supply chains.

Responsible sourcing

Responsible sourcing is about how we

source ‘better’ ingredients – better for

the planet, for people and which remains

commercially viable. Our ambition is to

continuously improve the way we are

sourcing our goods and services, in an

ethical, environmentally sustainable

and socially conscious manner, working

collaboratively with suppliers and industry

to do so.

Progressing towards verified deforestation

and conversion-free (vDCF) soy is complex.

Most soy in our products is found in animal

feed (‘embedded soy’). As a UK Soy Manifesto

(‘UKSM’) signatory, we aim to source all soy

used in our products from vDCF sources by

the end of 2025. Our distance from the soy

purchase means our influence is limited, so we

rely heavily on the soy industry to help meet

our commitment. Despite this, we’ve engaged

extensively with our supply base, including

direct talks with the UK’s largest soy importer

and participation in the UKSM Embedded

Soy Working Group. The current percentage

of vDCF in our soy footprint is 6% with an

ambition of reaching 100%, presenting a

substantial challenge as the industry’s position

on vDCF soy continues to evolve.

Regarding our commitment to cage-free

eggs, we consider ourselves to be ‘cage-

free ready’ as we have contracts with

egg suppliers ready for this transition. We

have worked closely with both suppliers

and customers, achieving 65% cage-free

eggs in our ingredients. Through regular

engagement, we are progressing transition

discussions with all remaining customers.

Business understanding of what makes up

our Scope 3 emissions increased significantly

this year. We now have an initial view of the

decarbonisation opportunity forecasted

from some of our largest ingredient suppliers

and are working on our approach to validate

and incorporate these reductions into our

future footprints.

Human rights in our global supply chains

Identifying and managing human rights

risks in our global supply chains is central

to our sourcing and supplier engagement

strategy. Our newly refined Human Rights

in Global Supply Chains Plan, guided by

our HRDD framework, strengthens our

due diligence processes throughout our

global supply chain.

This year, we introduced a heat map in

our human rights risk assessment process

to better visualise and prioritise high-risk

ingredient categories, suppliers and locations.

This allows us to identify and focus our

enhanced due diligence efforts on suppliers

in high-risk areas, guiding our engagement

strategies and ensuring that our interventions

are targeted in addressing risks. This has

helped us identify key focus areas for action

in FY25, including rice and tomatoes.

Additionally, we have maintained ongoing

briefings and updates, both internally and

with our customers, which have significantly

increased awareness of human rights risks

and challenges across our supply chains.

Another essential component of this

year’s progress has been the development

of a comprehensive, bespoke training

programme with Stronger Together who

provide practical skills to equip businesses

to tackle modern day slavery, specifically

forced labour, human trafficking and other

hidden third-party exploitation of workers.

This initiative will empower Procurement

and Technical Subject Matter Expert

(‘SME’) teams to protect both Greencore

and our reputation, and help safeguard

vulnerable workers from abuse, through our

engagement with suppliers and the decisions

they make. The programme will be delivered

to colleagues in the early part of FY25.

Looking ahead

Responsible sourcing

• Engagement with our ‘top10’

ingredients suppliers (46%

of total Scope 3 footprint) to

understand and incorporate

the decarbonisation outcomes

from their activities into our

own footprint.

• Engage relevant customers

upfront to share their plans

and timelines for transitioning

on cage-free eggs and

deforestation-free soy so we

can best support their ambition.

Human rights in our global

supply chains

• Roll out Stronger Together

training across Procurement

and Technical SME teams to

strengthen our risk identification

and prevention processes.

• Continue to prioritise in-

depth reviews of high-risk

areas, further evolve our risk

assessment methodology,

and develop more effective

methods of monitoring and

reporting our findings.

22 Greencore Group plc Annual Report and Financial Statements 2024

Sustainability continued

Making with Care

We are committed to producing food in a way that is sustainable and responsible.

This means minimising our energy consumption, reducing food waste and conserving

precious resources such as water wherever possible.

Net zero

Energy

Energy is fundamental to operations within

Greencore. Our approach to energy focuses

on our Scope 1 (direct) and Scope 2 (from

purchased energy) emissions, with staggered

targets through to 2030. By 2030, we’re

committed to a 46.2% reduction in absolute

Scope 1 and 2 carbon emissions against a

FY19 baseline.

Our respective Energy and Fleet Roadmaps

cover the energy and related emissions from

our manufacturing operations, as well as our

logistics activities. Reducing our Scope 1 and

2 emissions has typically been a challenging

area for us, but after four year-on-year

increases in emissions, our approach –

underpinned by strong central engineering

leadership, governance and transparency –

is now having a positive impact, with this

year’s emissions stabilising and reducing

by 1.5% versus our FY19 baseline, as well

as achieving 5.4% absolute reduction

versus FY23.

Strong Group and functional leadership has

enabled us to further embed the energy

conversation into the business, and we have

refined our roadmap into a Strategic Energy

framework with six pillars: Reduce, Reuse,

Regenerate, Procure, Manage and Innovate.

These pillars now shape our work and

business focus.

Fleet

Greencore is committed to achieving ‘net

zero’ through zero emissions at the tailpipe

by 2040. Our logistics network represents

around 26% of our Scope 1 emissions.

Activities to reduce fleet-based emissions

have been successful, with the fleet-wide

deployment of Webfleet vehicle telematics

leading to an annual reduction of 1,500

tonnes of CO

e via more efficient fuel use.

This year we also acquired an electric vehicle

(‘EV’) to test in a live environment across

three different depots. Our trials indicate

that finding a viable alternative to our current

Light Commercial Vehicle (‘LCV’) fleet will

prove challenging at present in terms of

cost-effectiveness, range and payload. The

current available range is less than half of our

average route length outside of London, due

primarily to the electricity needed for the

refrigeration units. This is an industry-wide

challenge for any chilled delivery business

that completes high mileages per journey.

Food waste

We are committed to reducing food waste

across our operations though targeted

initiatives, such as improving equipment

efficiency, implementing advanced

tracking systems and partnering with

waste management innovators.

We are continuing to make progress against

our 2030 waste reduction target and have

exceeded our FY24 annual reduction target

of 7.52% of food waste as a percentage

of food handled, reaching 7.16%. Material

waste reduction plans in FY24 have delivered

£4.8m in savings, and we have reduced

5,600 tonnes of food waste since FY23.

Strong data continues to inform the actions

we take. Our new waste management

supplier will bring improved data availability

and quality, and significantly reduce the time

taken to get accurate data so the business

can focus more time on taking action.

Throughout the year, we have implemented

operational process improvements which

have reduced food going to waste as well as

saved money. These include reformulating

some of our products to use ingredients that

work well with our equipment, introducing

new procedures and providing additional

training and education to staff during

ingredient preparation, to reduce waste

at different stages of manufacturing.

Water stewardship

As a significant consumer of water through

our manufacturing operations, Greencore

has a responsibility to ensure both our

business, and our supply chains are

conscious of environmental impacts

on water resources.

We are committed to developing water

awareness throughout the business and to

making water stewardship a priority. This

year, water has become its own standalone

topic, with a dedicated roadmap within our

Better Future Plan, which is aligned with the

Waste and Resources Action Programme

(‘WRAP’) Water Roadmap. To embed

water stewardship, wider environmental

awareness and ownership, we have created

a programme ambassador, Roi (‘Reduce our

impact’) the penguin, to help colleagues

understand our environmental impacts,

including water use, and the actions they

can take.

Our absolute water usage has only

decreased by 1.8%, emphasising the

need to accelerate deployment of our

roadmap and enhance site-level upskilling

to achieve greater reductions. We expect

performance to improve in FY25 as a result

of our water audit programme to obtain

insights that will further inform the Water

Stewardship Roadmap.

Looking ahead

Net zero

• Net Zero Operations Roadmap

development for several sites,

a key step to mature both our

2030 Group decarbonisation

pathway and site-level approach

to carbon reduction.

• Improve fleet routing efficiency

and optimise Webfleet for

carbon savings. We will also

stay updated on new longer-

range EVs, road-testing them as

available, and closely monitor

industry developments.

Food waste

• Implement a Group-wide

waste recording and tracking

system across all sites to provide

better visibility for areas of

improvement.

• Drive proactive customer

engagement in food waste

reduction at our sites.

Water stewardship

• Continue the work that will

enable us to set a robust

external water reduction target.

• Drive forward our Roi campaign

and water audit programme to

embed behaviours that reduce

our water consumption.

23Strategic Report | Directors’ Report | Financial Statements | Other Information

Feeding with Pride

As one of the UK’s largest food manufacturers, we play a crucial role in producing food

products responsibly and sustainably, supporting both people and the planet.

We must take a collaborative and strategic

approach to creating new product

propositions and choices that meet

consumer needs. By working together with

customers and suppliers, we can deliver

industry leadership on topics such as healthy

and sustainable diets (HSD) and sustainable

packaging, whilst at the same time facilitate

a ‘triple win’ for people, planet and profit.

Healthy and sustainable diets

We are committed to positively influencing

the health of millions of people by making

healthier, sustainable options more available,

accessible, affordable and desirable. This

year, our Commercial team’s focus has been

on the health of our products, in line with the

broader industry focus.

Our Product Development and Technical

teams have completed fantastic work, building

a bespoke HSD database that gives us a clear

view of how ‘healthy’ the products in our

portfolio are at a stock keeping unit (‘SKU’),

channel and customer level. We can now

view information on the Nutrient Profiling

Model (‘NPM’) scores and the number of Red

Traffic Lights for all of our products. Over 70%

of our product portfolio is already classed as

‘healthier’ according to NPM guidance.

All customer innovation days now include

dedicated sections on HSD and collective

target setting. Each customer has their own

position on HSD, so we try to align and build

joint initiatives that support our respective

stances on the topic.

Animal protein remains a key ingredient

for many Greencore products and drives

a significant proportion of our Scope 3

footprint. We are working to reduce animal

protein in recipes, where we can substitute

with high-quality vegetables or plant-based

ingredients, maintain quality and appeal,

and where we have customer alignment to

the change. In conjunction with this, our

Procurement team are collaborating closely

with our large animal protein suppliers to

provide us with ‘better’ protein – a lower

environmental impact ingredient.

Strong topic leadership is essential to

navigate a complex and fast-evolving space.

In September, we brought in a new Head of

Innovation, to take the lead on both driving

the HSD Roadmap internally, helping to

mobilise our teams on specific projects,

and customer engagement.

We are keeping close to the wider industry

and government narrative on subjects

including ultra processed foods and

standardised mandatory reporting for the

food industry. Adjustments to our roadmap

will be made based on government policy

changes or findings from the House of Lords

Food, Diet and Obesity Committee.

Sustainable packaging

Packaging is a vital component of our

business. Our ambition continues with

the same focus on plastics reduction and

the need for circularity in line with the UK

Plastics Pact 2025.

We have made significant progress over the

last 12 months in our packaging technical

data collection process, bringing together

detailed information about the composition

of our packaging from our suppliers to

support delivery of our KPIs. This data now

provides a much clearer picture across our

organisation, highlights opportunities for

further improvements and helps us prepare

for future legislation and regulation.

For the first time, we are now able to report

against our three plastic packaging KPIs and

are pleased to report strong progress against

each as we approach the 2025 deadline.

99.96% of our primary plastic packaging by

weight purchased is reusable, recyclable or

compostable based on on-pack recycling

label (‘OPRL’) guidelines. We can also report

that 99.96% of problematic or unnecessary

single-use plastic has been eliminated from

our primary packaging.

This year, we have implemented several

innovations aimed at reducing the amount of

plastic in our packaging. These include ‘liner-

less’ labels which reduce waste and adhesive,

as well as increase shelf presence and quality

perception. We also developed a simple ‘one

touch’ plastic-free paper solution for one of

our largest customers’ gluten-free toasties –

a market first, allowing production, cooking

and serving in the same packaging to prevent

contamination and ensure product integrity.

Looking ahead

Healthy and sustainable diets

• Maintain our focus on data

quality, availability and

transparency, to support both

business decision-making and

external reporting.

• Evolve our strategic roadmap

to reflect a focus on positive

nutrition and look at areas

such as functional health

i.e. gut health.

• Continue to investigate, build

and collaborate on new recipes

to deliver against our targets.

Sustainable packaging

• Enhance the collaborative work

with suppliers and customers to

drive engagement and prioritise

shared ambitions.

• Continue to monitor

government policy that might be

introduced, amended or paused.

24 Greencore Group plc Annual Report and Financial Statements 2024

Sustainability continued

People at the Core

With approximately 13,300 colleagues and 1,600 agency staff and contractors

who are critical to the success of our business, People at the Core is at the centre

of The Greencore Way. In FY24, we enhanced our commitment to human rights,

inclusion and diversity, health and safety, and community engagement.

Our highlights include implementation

of a revised Human Rights Due Diligence

(‘HRDD’) Framework, employee Catalyst

Inclusion Groups focusing on gender,

ethnicity and age, and the launch of our

iCycle initiative to enhance colleague

engagement in safety practices. We also

partnered with others to donate almost

600,000 ready meals for the King’s

Coronation Food Project.

Health and safety

We are transforming our approach to

health and safety from a compliance-

focused culture to one that emphasises

accountability and risk ownership across the

organisation. Recognising the active role

all colleagues play in improving health and

safety, we built on our Hearts and Minds

programme by launching the iCycle initiative

– ‘I Care, I Connect, I Commit, I Check,’ –

which was launched to enhance colleague

engagement in safety practices using simple,

effective communication.

Our progress is evident in the continuous

reduction of accident frequency rates year-

on-year. In FY24, our Reporting of Injuries,

Diseases and Dangerous Occurrences

Regulations (‘RIDDOR’) Reportable Accident

Frequency Rate (‘RAFR’) stands at 0.18 down

from 0.26 in FY23.

Despite the reduction, we have pivoted our

focus to preventing all accidents by focusing

on high-risk activities. As part of this, we

have initiated a proactive programme of

critical risk audits and reporting of potential

serious harm incidents, ensuring reporting

and escalation of all incidents to capture

learning and drive a culture of continuous

improvement in our approach to health

and safety.

Human rights in our direct operations

Bringing more expertise into our Human

Rights team this year catalysed a refresh

of our strategy and roadmap. We reviewed

our existing activities and strengthened

our approach by implementing a more

structured HRDD framework, designed

to formalise and continually improve

Greencore’s due diligence processes,

enabling us to build on existing systems

while ensuring alignment with best practices

and upcoming legislation.

We have also introduced new Right to

Work (‘RTW’) checks as part of improved

Recruitment and HR systems and are

conducting new RTW training for site HR

teams to strengthen expertise. All our

manufacturing sites have completed both

the Sedex Self-Assessment Questionnaire

and achieved Stronger Together Business

Partner status. This means that key

representatives from each site have

completed specialised training equipping

them to implement ethical practices

and address risks of modern slavery and

exploitation at their respective sites.

Percentage of internal hires

40%

Percentage of female colleagues

39%

Male to female ratio at Board level

50:50

Line managers receiving hiring training

since June 2023

495

Site leadership team, Bow

25Strategic Report | Directors’ Report | Financial Statements | Other Information

We have also successfully piloted the

expansion of our Human Rights programme

into our Direct to Store warehousing and

logistics function. Our pilot site in Tamworth

underwent a successful third-party SMETA

audit (Sedex Members Ethical Trade Audit).

We will apply the learnings gained from this

pilot as we extend the programme across the

Direct to Store estate.

Inclusion and diversity

Our action plan continues to focus on being

inclusive in our approach to leadership,

providing a voice for colleagues, working

to attract diverse perspectives, creating

more opportunities for people to fulfil their

potential, and being transparent in our

approach. We believe that this creates a

culture where employees can thrive and as a

result, contribute to better business decisions.

Key activities have included expanding

our existing colleague Catalyst Group into

three Catalyst Inclusion Groups, focusing

on gender, ethnicity and age. Each group

is sponsored by a member of our Group

Executive Team and aims to amplify the

voices of underrepresented groups within

Greencore and inform leadership about

potential workplace barriers.

Policies affecting women, particularly

around parenthood, were enhanced based

on colleague insights. Additionally, we

voluntarily published our first combined

Gender and Ethnicity Pay Report earlier in

Gender diversity

Across the Group Male Female Other/Prefer not to say

FY24 60.36% 39.31% 0.33%

FY23 60.89% 39.08% 0.03%

No. of colleagues 8,029 5,230 44

At Board level Male Female Other/Prefer not to say

FY24 50% 50% 0%

FY23 56% 44% 0%

At Group Executive Team

level Male Female Other/Prefer not to say

FY24 86% 14% 0%

FY23 100% 0% 0%

At Group Executive Team

direct reports level (-1) Male Female Other/Prefer not to say

FY24 64% 36% 0%

FY23 51% 49% 0%

Across Group subsidiary

boards Male Female Other/Prefer not to say

FY24 72% 28% 0%

FY23 73% 27% 0%

2024. By the end of the financial year, 39%

of all colleagues were female.

The Board actively endorsed various

initiatives this year including leadership

education investments, adoption of broader

representation targets, and support initiatives

for women.

Leadership education was also a major

focus in the year, with training provided to

hiring managers on fair selection processes,

managing bias, and promoting balance

in hiring decisions. Since June 2023, 495

managers have been trained, exceeding the

target and covering over 62% of managers.

Communities

Food surplus donation continues to be a

central focus for our community engagement

efforts. We are committed to ensuring we

maximise the social benefit of any surplus

food that we have. This year 747 tonnes of

surplus food and 1.78m equivalent meals were

donated through redistribution programmes.

As part of our commitment to make sure no

good food goes to waste, and to support our

colleagues in the most direct way possible,

we are building on our existing staff shop

network. We already have shops or vending

machines that stock Greencore products

at many of our sites, and we are trialling a

solution to enhance this offering so more of

our colleagues have access to the great food

we produce across the network.

As we continue to become more efficient

in our operations, we will inevitably see a

decrease in the amount of surplus that we

can redistribute to good causes. However,

we are balancing this in a number of ways

such as signing up to the Coronation Food

Project so that we can continue to supply

planned manufactured food to support

those in need.

Alongside that, we have strengthened the

relationships with our core charity partners

– FareShare (including The Felix Project),

The Bread and Butter Thing, and The

Company Shop (including Community Shop)

– through measures such as introducing

our partners to new sites to explore ways of

working together to maximise food surplus

redistribution, and holding volunteering and

teambuilding days to help understand how

we can work together more effectively.

Looking ahead

Health and safety

• Continue our efforts to establish

a unified health, safety, and

environmental management

system which promotes a

consistent way of working

across the business.

Human rights in our direct

operations

• Run a programme of employee

engagement and awareness

raising activities including an

induction training refresh, a

wider workforce awareness

programme, and increased

worker voice forums.

Inclusion and diversity

• Continue focus on priority

areas of gender, ethnicity,

and age, measuring our

progress and paying particular

attention to understanding and

tackling biases.

Communities

• Further the scoping and design

of our employee volunteering

programme, scope our broader

roll-out of site shops, and

continue to evolve our

charity partnerships.

26 Greencore Group plc Annual Report and Financial Statements 2024

Task force on Climate-related

Financial Disclosures (‘TCFD’)

Introduction

As a food business with a global supply

chain, we recognise that climate change will

create additional physical and transition risks,

as well as opportunities.

We are committed to identifying, assessing

and responding effectively to these impacts

and have continued to embed our Plan

Ownership Model as part of our Better

Future Plan as outlined on page 19 which

has resulted in positive momentum across

the business with leadership taking delivery,

ownership and accountability for our

climate-related commitments.

This year we completed our second climate

risk assessment, which covered both our

UK manufacturing and distribution property

portfolio as well as our ‘top 25’ spend

categories across ingredient and packaging

procurement. Our Group Executive Team

and relevant function leaders reviewed the

assessment outputs to better understand

the climate-related risks facing our business

in the short, medium and long-term across

multiple climate scenarios.

Our 2025 progression of the above will

include:

• Evolving our decarbonisation plans in line

with the Transition Plan Taskforce (‘TPT’)

Disclosure framework;

• Creating a business action plan to address

the key insights from this year’s climate

risk assessment;

• Collaborating more closely with suppliers

providing high risk commodities, working

to develop joint action plans on

managing climate-related risk to our

supply chain; and

TCFD index

TCFD pillar and recommended disclosure

Consistency with

recommended

disclosure Reference

Governance

1. Describe the Board’s oversight of climate-related risks and opportunities Page 27

2. Describe management’s role in assessing and managing climate-related risks and opportunities

Page 28

Strategy

3. Describe the climate-related risks and opportunities the organisation has identified over the short,

medium, and long-term

Page 31 to 34

4. Describe the impact of climate-related risks and opportunities on the organisation’s business, strategy,

and financial planning

Page 28 to 29

5. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related

scenarios, including a 2°C or lower scenario

Page 30

Risk management

6. Describe the organisation’s processes for identifying and assessing climate-related risks Page 28

7. Describe the organisation’s processes for managing climate-related risks

Page 28

8. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into

the organisation’s overall risk management

Page 28

Metrics and targets

9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with

its strategy and risk management process

Pages 31 to 35

10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks

Pages 34 to 35

11. Describe the targets used by the organisation to manage climate-related risks and opportunities and

performance against targets

Pages 34 to 35

Greencore recognises the importance of measuring and reporting on climate-

related risks and opportunities for the benefit of the planet, our communities

and for the sustainable growth of our business.

• Enhancing the role of climate insight in

strategic decision-making – where we

source, where we manufacture and how

we grow.

Compliance statement

This disclosure (and the information available

at the locations referenced herein) has been

prepared in compliance with the Financial

Conduct Authority Listing Rule (LR 9.8.6R(8)),

consistent with the recommendations of

the TCFD. In preparing the disclosures, we

also considered the TCFD Supplemental

Guidance for Non-Financial Groups and

specifically the Agriculture, Food, and

Forest products group. This is reflected

in our approach to scenario analysis, our

consideration of physical risk exposure and

use of relevant metrics.

27Strategic Report | Directors’ Report | Financial Statements | Other Information

Greencore Group plc Board of Directors

Remuneration

Committee

Audit and Risk

Committee

Sustainability

Committee

Nomination and Governance

Committee

Sustainability Oversight Committee

Supports the Group’s Sustainability Strategy,

Better Future Plan, which includes climate-related

strategy and overall programme direction.

(Comprised of business leads from Finance,

Risk and Resilience, Commercial, Technical,

Company Secretarial and Strategy functions).

Risk Oversight Committee

Responsible for oversight of climate-related risks.

(Comprised of the Group Executive Team and the Director of

Internal Audit, Risk, Controls and Compliance).

Group Executive Team

(The Chief Strategy, Planning and Development Officer is the Executive member responsible for climate risk oversight).

Governance

Strong governance across the Group is

essential to helping us act on our climate-

related risk assessment and insight. The

Group’s well established governance structure

reflects our approach to climate governance,

to ensure we are making informed and

holistic decisions. The Group recognises that

active management and strong oversight of

our Better Future Plan will support climate-

related risk mitigation and lead to climate-

related opportunity identification.

Board Oversight

Greencore Group plc Board

The Board meets regularly (seven

times during FY24 with climate-related

topics covered twice) and has ultimate

accountability for the oversight of the Group’s

Sustainability Strategy (outlined on page 19),

delivery approach and climate-related risks

and opportunities. The Board approves major

capital expenditures for the Group and within

the capital approval documents, there are

assessments required to be completed by

relevant site teams of the impact of climate-

related issues. In addition, for the purposes

of annual budgets and strategic plans,

management sets out the capital expenditure

that relates to sustainability and/ or climate-

related expenditure for the purpose of the

presentations to the Board.

In FY24, the Board received a training session

focused on developing ESG regulation,

including climate-related risk. The Board

also received updates from the Sustainability

Committee which included progress updates

on the Group’s metrics and targets, updates

from the Audit and Risk Committee on

risk matters, as well as updates from the

Remuneration Committee on remuneration

incentives linked to the delivery of our

Sustainability Strategy objectives.

Remuneration Committee

The Remuneration Committee has

responsibility for continually reviewing

the appropriateness of the remuneration

framework and ensuring that specific

climate-related metrics have been

considered and included in the annual

incentive for the CEO, CFO and wider

Greencore colleagues for FY24. The FY24

Annual Bonus Plan targets included ESG

targets across energy, waste and food

reduction. For the FY25 remuneration

targets, in addition to the Annual Bonus Plan

targets that will incorporate ESG related

metrics, climate-related metrics have been

incorporated into the FY25 Performance

Share Plan to further integrate our

commitments to our climate-related targets.

The Remuneration Committee met three

times during FY24. Further information on the

activities of the Remuneration Committee

can be found on pages 88 to 103.

Nomination and Governance Committee

The Nomination and Governance

Committee is responsible for Board

succession planning and ensuring that

the Board has an appropriate mix of skills

to drive the Group’s strategy, including

its Sustainability Strategy, forward. The

Nomination and Governance Committee

met four times during FY24.

Sustainability Committee

The Sustainability Committee has delegated

responsibility for reviewing the Group’s

climate-related performance and for

providing progress updates on climate-

related matters to the Board, focused on

regulation and legislation and any risk to the

delivery of our strategy. The Sustainability

Committee met twice during FY24 and

received in year performance updates for our

climate-related metrics as well as broader

updates on areas such as governance

and risk management. The Sustainability

Committee is scheduled to meet three times

in FY25. The report on the activities of the

Sustainability Committee during FY24 is

included on page 104.

Audit and Risk Committee

The Audit and Risk Committee has

delegated responsibility for overseeing the

effectiveness of risk management processes

and controls, including the Principal Risks

(on pages 47 to 55 ) that are influenced by

the impacts of climate change.

The Audit and Risk Committee met four times

during FY24. During FY24, the Audit and Risk

Committee completed a comprehensive

review of emerging risks and determined

that the impact of climate change should be

identified as a new standalone emerging risk

for the Group. This is outlined in the Risks

and Risk Management section which starts

on page 44. The Audit and Risk Committee

also ensures financial reporting disclosures

of risks including climate-related risks are fair,

balanced and understandable. The report on

the activities of the Audit and Risk Committee

specific to climate-related risks is included on

page 82.

28 Greencore Group plc Annual Report and Financial Statements 2024

TCFD continued

Management’s role

The CEO has executive accountability for the

Group’s Sustainability Strategy and climate-

related risk, which includes climate-related

governance. The Group’s Chief Strategy,

Planning and Development Officer is the

executive member responsible for climate-

related risk oversight and has a significant

role to play in the Group’s plans for adapting

to climate-related risks. Each of the strategic

pillars – Sourcing with Integrity, Making with

Care and Feeding with Pride – also has an

executive responsible for its delivery. The

Group’s Chief Commercial Officer (‘CCO’)

is accountable for how we source our

ingredients (Sourcing with Integrity), the

portfolio of food and packaging we produce

(Feeding with Pride), our Scope 3 agenda and

overall supply chain resilience to climate. The

Group’s Chief Operating Officer (‘COO’) leads

on all our operational topics including energy,

water and food waste (Making with Care).

The Group Executive Team are kept informed

monthly to support the management of

our climate-related risk through review of

the progress of metrics and targets. During

FY24, the outcome of climate-related

scenario analysis was presented to the Group

Executive Team which provided insights into

climate-related risk over the short, medium

and long-term.

Climate-related risks are also reported to

and reviewed by the quarterly Risk Oversight

Committee (‘ROC’), which includes

the full Group Executive Team and the

Director of Internal Audit, Risk, Controls

and Compliance. During FY24, the ROC

concluded that climate-related risks should

be identified as an emerging risk for the

Group and will continue to monitor the

profile of this risk.

The management of climate-related risk is

also supported by the Group’s Sustainability

Oversight Committee (‘SOC’). Our SOC,

Climate-related risks and opportunities assessment process

Identify

The Group identifies potential climate change outcomes

based on different global response scenarios and resulting

weather change patterns. The different scenarios considered

by the Group are outlined on page 30.

The Group obtained the assistance of external experts to

assist in identifying emerging risks, potential regulations and

new developments that require further review by the Group.

The Group also uses the functional level risk registers to

identify more specific functional level climate-related risks.

Assess

The Group uses the outcome of the

scenario analysis to share insights

with management and the Board to

determine the potential impact on

the Group’s operations.

The Group also uses the

scenario analysis to estimate the

short, medium and long-term

financial impacts of each risk and

opportunity under each scenario.

Review and respond

The potential impacts are

reviewed by the Group’s

ROC and relevant site and

functional teams with actions

and responses to risks and

opportunities identified

agreed upon with the

Group’s management teams.

Read more on our Risks and Risk Management section on pages 44 to 55.

comprising leads from functions across the

business, has continued to support the Head

of Sustainability with programme direction

and key-decision making. This has helped

to improve cross-functional responsibility

and raise the profile of climate-related risk in

the business. The SOC outcomes feed into

the monthly Group Executive Team update

provided by the Head of Sustainability.

We are also working to upskill other business

leaders through delivery of workshops

and via our quarterly internal sustainability

webinars led by the Head of Sustainability

which have included updates from relevant

topic leaders on the current and emerging

risks of climate change to the Group.

Risk management

The Group follows an established process for

identifying risks and opportunities including

those related to climate change.

During FY24, the Group completed a

comprehensive review led by the Group’s Risk

Team of its Principal Risks and Uncertainties

and its emerging risks which included

consideration of existing and emerging

regulatory requirements related to climate

change. The impact of climate change was

determined to be an emerging risk for the

Group and not a standalone Principal Risk

and Uncertainty. However, the impact of

climate change is currently reflected as

part of three Principal Risks: Organisational

Resilience which considers the resilience

of the Group’s strategy and operations to

external events such as climate change, Legal

and Compliance including consideration of

the impact of new laws and regulations which

includes the potential introduction of carbon

pricing, and Supply Chain Disruption which

considers the impact of external factors

including the impact of climate change on the

supply chain and availability of raw materials.

The Group has also identified Sustainability

as a Principal Risk which relates to the

Group’s management of ESG commitments

including greenhouse gas emissions. The

Group’s processes for identifying, assessing,

and managing climate-related risks are

detailed below. These processes, including

the prioritising and materiality determinations

made, follow the same process as the Group’s

overall risk management process outlined

on pages 44 to 55 of the Risks and Risk

Management section.

Strategy

In the formulation of our Group Strategy,

consideration is given to our Sustainability

Strategy, and our commitments and targets,

to ensure our longer-term business strategy

is an enabler for these ambitions. Climate-

related risk is considered in the context of

our overall strategy-setting process, with

particular consideration given to strategic

choices on ‘where to play’ (what customers,

categories and channels we have exposure

to) and ‘how to play’ (how we manage our

operations) will impact on delivery of our

climate commitments, and correspondingly,

the risks and opportunities that we expose the

business to in the context of ongoing climate

change. Risks and opportunities are prioritised

based on the potential financial impact that

they could have on the Group and our value

chain in the near term.

The Group manufactures our food products

in our dedicated manufacturing facilities

across the UK. These local operations mean

that we expect our business to be impacted

by both the physical and transitional impacts

of climate change in the UK. We have already

seen an example of the potential impact

from climate change on our operations as

a result of the extreme weather conditions

experienced during FY22 when over the

summer months, extreme heat placed

pressure on refrigeration and other

equipment. Although the financial impact

was immaterial, it resulted in the Group

having to make process changes to maintain

29Strategic Report | Directors’ Report | Financial Statements | Other Information

To determine the potential financial impact of climate-related risks and opportunities on the

business, the Group uses the following quantitative thresholds:

Impact Financial range

High Greater than £10 million

Medium £5 million to £10 million

Low Less than £5 million

To classify climate-related impacts on our business, we use three separate time horizons to

allow us to model the Group’s near-term and longer term vulnerability to various risks and

identify opportunities.

Time horizons

Short-term

0 – 5 years

Considers the Group’s typical capital expenditure pay-

back time, in addition to the useful life of assets relating to

the Group’s Better Future Plan commitments to source all

priority ingredients from a sustainable and fair supply chain

and to increase our positive impact on society through our

products. The time period also aligns to the Group’s longer

term financing strategy.

Medium-term

5 – 15 years

Aligns to the useful life of the Group’s plant and machinery

assets and the Group’s Scope 1 and 2 Net Zero targets and

enables the Group to assess the impact beyond the Group’s

immediate business planning and prepare for upcoming

risks and opportunities.

Long-term

15 – 25 years

Aligns to the useful life of infrastructure assets and the

Group’s Net Zero target and enables the Group to form a

long-term view of the potential impact of climate-related

risks and opportunities while still acting as a powerful driver

for strategic decision making.

Impact on the Financial Statements

In addition to the Group’s forecasts and strategic plan, climate change impacts already shape

the financial information that we report today and therefore have an impact on the Group’s

Financial Statements.

In the Group’s FY24 Financial Statements, the financial impact of climate change was

considered in the following areas:

Going concern and

viability statement

The Group considered whether there are any material uncertainties

regarding the Group’s ability to continue as a going concern as a

result of climate-related risks. The Group also incorporated the

short-term risks identified as part of the scenario analysis into the

viability statement.

Fixed asset

impairment review

As part of the Group’s annual impairment review of fixed assets, the

Group incorporates an assessment of whether there are any fixed

assets impaired as a result of changes in processes in response to

climate change or investment in alternative assets. During FY24,

£0.1m was recorded as impaired in connection with climate change.

Retirement benefit

obligations

For the purposes of the IAS 19 assumptions underpinning the Group’s

retirement benefit obligations, the impact of climate change on

demographic assumptions and in particular mortality assumptions

was considered. The assessment concluded that the Group’s

current view on long-term mortality improvements is not materially

impacted by climate change.

Goodwill and

intangible assets

On an annual basis, the Group reassesses the carrying value of

goodwill and intangible assets with indefinite useful lives. The Group

calculates the value in use of the projected future cash flows. The

Group used the scenario analysis completed during FY24 to perform

sensitivity analysis on the projected future cash flows.

uninterrupted production and the Group

investing in changes at local sites to improve

site resilience to extreme weather conditions.

In FY24, the Group made capital additions

relating to energy projects and refrigeration

upgrades amounting to £2.8m.

In addition to the local operations, in

common with other food manufacturers,

our business relies on a diverse range of raw

materials, ingredients and packaging items

and whilst some of this is locally sourced,

there are elements which are sourced

internationally. The use of international

supply chains means that the global effects

of climate change will also impact the

Group. During the year, we worked with

key management within the business

and external advisors to accelerate our

understanding of these risks to our business.

The climate-related risks and opportunities

the Group has identified over the short,

medium and long-term can be categorised

into five primary areas:

• The price and availability of raw materials

from the perspective of physical risk and

transition risk due to the potential for

increased cost of raw materials due to

yield loss and the potential for scarcity of

raw materials due to price fluctuations

caused by transition risks;

• Disruption to our supply chain and

manufacturing network;

• The financial impacts of policy

interventions such as carbon pricing and

the associated cost to transition to lower

emission technology (transition risks);

• The potential commercial opportunities

of changing consumer preferences and

low-carbon business practices; and

• The potential for more efficient use of

resources for distribution and production.

There are a number of strategic actions

that the Group are intending to progress to

respond to these risk exposures, including

implementing enhanced raw materials

risk analysis and reporting, supply chain

assurance and site business continuity

planning/incident management. In addition,

and more broadly, the Group is adopting a

resilience mindset, ensuring that climate risks

are considered and evaluated as part of long-

term strategic planning in line with our plans

to transition to a low carbon economy.

The Group completed scenario analysis

during FY24 (as outlined on page 30) to

understand the potential impacts and the

resilience of the business to the risks and

opportunities identified.

30 Greencore Group plc Annual Report and Financial Statements 2024

TCFD continued

Business resilience to climate-related risks and opportunities

Climate change could have a significant impact on the Group’s operations, as well as on the

Group’s external value chain such as suppliers and customers.

During FY24, the Group undertook analysis of three climate scenarios to refresh our insights

on the Group’s climate-related risk exposures. The Group focused the scenario analysis on

the most significant climate-related risks that management had identified on a bottom-up

basis. A summary of the scenarios is set out in the table below:

Smooth transition Delayed transition Hot house world

In this scenario, to

achieve Net Zero by 2050,

immediate action is taken to

curb emissions and to keep

a rise in the temperature to

at or below 1.5°C. Climate

policies are introduced early

and gradually become more

stringent, giving businesses

time to adapt. The early

introduction of policy is

stimulated by the growing

understanding of climate-

related risks. Physical risks

are significantly reduced as

GHG emissions are curbed

early on.

In this scenario, inaction

towards climate change

results in sudden action

and policies after 2030 to

limit temperature warming

to 2°C. Transition risks

are high and unexpected

as the reduced timeline

to limit global warming

results in rapid and stringent

implementation of policies.

Delayed action results in

high physical risks given

the positive relationship

between GHG emissions

and temperature that drives

climate change.

In this business-as-usual

scenario, no action is

taken to reduce GHG

emissions beyond currently

implemented policies.

Transition risks are low

and global efforts to half

significant global warming

are ineffective. With over 3°C

of temperature rise, critical

temperature thresholds are

exceeded, leading to severe

physical risks.

The analysis was conducted across the Group’s top 25 commodities which represent over

50% of total portfolio spend based on a combination of business critical commodities; high

procurement spends and/ or volume; and known or anticipated climate-related risks.

Analysis was also conducted on the Group’s manufacturing facilities to evaluate the impact

of potential weather events as a result of climate change including the impact of rising sea

levels, flood risk, heatwaves and increased pricing for greenhouse gas emissions.

The projections were utilised to evaluate the potential unmitigated impact on the Group and

its supply chain under each climate scenario. This comprehensive assessment has provided

the Group with valuable insights into the potential risks and impacts that the Group may face

due to climate change. By integrating this information into the Group’s risk management

and strategic decision making processes, the Group is better positioned to understand and

address climate-related risks and identify opportunities for climate-related opportunities.

The unmitigated financial impacts for each of the climate scenarios are included on the

next page. In all scenarios, the Group is satisfied that the Group’s strategy is resilient to be

able to mitigate the climate-related risks and opportunities identified.

Target reduction of Scope 1 and 2

emissions by 2030 by

46.2%

from an FY19 baseline of 89,606 tCO

Target reduction of FLAG-related

Scope 3 emissions by 2030 by

33.3%

from an FY19 baseline of 661,104 tCO

Target reduction of Energy and

Industry related Scope 3 emissions by

2030 by

46.2%

from an FY19 baseline of 319,823 tCO

The Group obtained a new

sustainability-linked Revolving Credit

Facility worth

£350m

1. These targets will be submitted to the SBTi

(Science Based Targets initiative) for validation

in December 2024.

31Strategic Report | Directors’ Report | Financial Statements | Other Information

Potential unmitigated

impact on the business

Greencore’s response as part

of our strategic planning

Related metrics and targets and

link to our strategy

Physical risks

Changes in the

availability, price

or quality of raw

materials

There is a risk that there

will be changes in the

availability, price or

quality of raw materials

as a result of more

extreme weather

events or chronic

climate change in

sourcing regions.

Time horizon

Our analysis shows that

the risk from flooding

and drought poses a high

financial impact in the cost

of raw materials due to yield

loss for the Group across all

scenarios in the short-term,

medium-term and long-term

where unmitigated.

The Group Procurement Team with the

support of the Group’s Risk and Resilience

Team are in the process of developing

a commodity level climate-related risk

tracking and reporting process which will

be monitored regularly to understand

evolving risk.

The Group is also using the scenario

analysis of those commodities identified

as being at risk of yield loss to understand

supplier resilience and mitigation plans.

Our actions include sourcing key

commodities from other suppliers

and researching alternative and/or

new raw materials to use as substitutes

of key materials to ensure resilience of

supply chain and business operations.

The Group’s commitment to reduce

food waste will also contribute to the

Group’s resilience.

As part of the Group’s Horizon 3

strategy and Sourcing with Integrity

pillar as part of our Better Future

Plan, the Group is targeting to

engage with our ‘top 10’ ingredients

suppliers in FY25 to understand and

incorporate the decarbonisation

outcomes from their activites into

our Scope 3 footprint.

Additional internal metric:

• 50% reduction in food waste

as a percentage of total food

handled against the FY17

baseline of 9.52% by 2030.

The Group’s progress on this metric

is included on page 35.

Supply chain

disruption

Potential that weather

events such as flooding,

drought and heat

waves cause disruption

to operations and

manufacturing facilities.

Time horizon

The most significant risk

to our sites comes from

flooding as a result of intense

localised rainfall and rising

sea levels. Several of the

Group’s manufacturing

facilities have been identified

as being at risk from rising

sea levels and flooding due

to their locations which poses

high financial impact due

to potential loss of sales due

to supply chain disruption

and projected costs to

rebuild properties.

The extreme weather

experienced during FY22

helped the Group to identify

processes and infrastructure

that may be vulnerable to

higher temperatures. In some

circumstances, process

changes were necessary

to maintain uninterrupted

production.

The Group is in the process of

undertaking a number of immediate

actions including undertaking a flood

risk assessment at a number of our

manufacturing facilities to include

advice on potential flood defence

investments. In addition, the Group’s

sites strengthened their extreme weather

protocols, including local site investments

such as refrigeration to improve site

resilience to higher temperatures.

The Group has the following targets

related to emissions which are

relevant to this risk:

• Reduce absolute FLAG-related

Scope 3 GHG emissions by

33.3% by 2030 from an FY19

baseline. Target includes

emissions and removals.

• Reduce absolute Energy and

Industry-related Scope 3 GHG

emissions by 46.2% by 2030

from an FY19 baseline.

• Reduce absolute Scope 1 and

2 GHG emissions by 46.2% by

2030 from an FY19 baseline.

The Group’s progress on these

metrics is included on page 34.

Time horizons:

Short term

Medium term

Long term

32 Greencore Group plc Annual Report and Financial Statements 2024

TCFD continued

Potential unmitigated

impact on the business

Greencore’s response as part

of our strategic planning

Related metrics and targets and

link to our strategy

Transition risks

Increased pricing of

GHG emissions

The introduction of

carbon-pricing, such as

a tax on emissions for

the agricultural industry,

could disrupt pricing

mechanisms and

increase the cost of the

Group’s raw materials

and hence overall

operating costs.

Time horizon

In each of the scenarios, it is

assumed that the full carbon

pricing impact would be

passed on to Greencore.

The Group’s analysis shows

the risk from increased

pricing of GHG emissions is

highest in a smooth transition

and delayed transition

scenario with potential for

a high financial impact for

operating costs in the short,

medium and long-term

where unmitigated.

The Group mitigates this risk by regularly

monitoring the regulatory and policy

requirements in Ireland and the UK

to identify changes in the regulatory

environment that could adversely impact

the Group’s energy requirements.

The Group continually reviews and

investigates alternative, lower carbon

energy sources including solar installation

at manufacturing sites.

The Group are focused on innovations

that reduce energy consumption and

materials in line with our Net Zero

commitments.

As part of the Group’s Sourcing

with Integrity pillar as part of our

Better Future Plan, the Group is

targeting to reduce Scope 1, 2 and

3 emissions.

To support the emissions targets,

the Group has also set related

metrics and targets for energy

consumption for fuel and

electricity.

The Group’s progress on these

metrics is included on pages 34

and 35.

Price and availability

of raw materials

Potential for increased

raw material costs and

scarcity of raw materials

due to price fluctuations

and instability caused by

transition risks.

Time horizon

In this analysis, the price

dynamic of the Group’s

top 25 commodities was

modelled to project the

potential increase in spend

as a result of climate

change, the extent to which

agricultural production

systems adapt to climate

change through investment,

technology and market forces

such as supply and demand.

The analysis showed short-

term price increases in a

smooth transition scenario

may lead to a high financial

impact for our cost of sales

for some of the Group’s

top 25 commodities with

medium financial impacts in

delayed and hot-house world

scenarios over the medium to

long-term.

The Group has a diverse product portfolio

and the top 25 raw materials are sourced

from a large number of suppliers across a

global supply chain.

The Group’s Sustainability Reporting

Lead monitors inbound regulation

and legislation so as to ensure that

business leadership can be informed

of any changes that may impact the

raw materials sourced.

In addition, the Group researches

alternative and/ or new materials to use

as substitutes for key materials to ensure

resilience of supply chain and business

operations. The Group‘s procurement

function are focused on monitoring the

availability of existing raw materials to

increase supply resilience.

As part of the Group’s Horizon 3

strategy and Sourcing with Integrity

pillar of our Better Future Plan,

the Group is targeting to engage

with our ‘top 10’ ingredients

suppliers in FY25 to understand and

incorporate the decarbonisation

outcomes from their activities into

our Scope 3 footprint.

The Group is also targeting

reductions in our Scope 1, Scope 2

and Scope 3 emissions.

The Group’s progress on these

metrics is included on pages 34

and 35.

Time horizons:

Short term

Medium term

Long term

33Strategic Report | Directors’ Report | Financial Statements | Other Information

Potential unmitigated

impact on the business

Greencore’s response as part

of our strategic planning

Related metrics and targets and

link to our strategy

Transition risks continued

Costs to transition

to lower emission

technology

To achieve net zero by

2050, businesses will

need to invest in lower

emissions technology.

Potential for significant

increased investment or

asset impairments being

needed.

Time horizon

In all climate scenarios, the

Group has assumed increases

in the cost of electricity and

gas and that investment will

be needed to support the

UK’s net zero ambitions.

The Group has assessed the

risk as low in all 3 scenarios

across the short to medium-

term with a potential for a

medium financial impact

in a delayed and smooth

transition due to the

increased investment needed

over the long-term.

The Group’s commitment to operate

Scope 1 and 2 with net zero emissions

by 2040 includes investment in low

energy and low carbon operations.

The Group already has processes in

place to mitigate any financial impacts

as the Group’s capital expenditure

process takes into consideration assets

with advancements in lower emissions

technology. The Group is in the process

of net zero roadmap development for

several of our sites to mature our Group

decarbonisation pathway.

The Group includes climate-related

considerations in its capital expenditure

process and the useful life of assets is

reviewed annually.

As part of the Group’s Sourcing

with Integrity pillar as part of our

Better Future Plan, the Group is

targeting to reduce Scope 1, 2 and

3 emissions.

To support the emissions targets,

the Group has also set related

metrics and targets for energy

consumption for fuel and

electricity.

The Group’s progress on these

metrics is included on pages 34

and 35.

Opportunities

Changes in consumer

preferences

There is potential

for changes in end

consumer demand

for products due to

changing weather

patterns.

Time horizon

The Group produces a

range of food to go and

other convenience food

products. Their purchase and

consumption is impacted

by weather as many of our

products have seasonal

demand patterns. Changes in

the climate will alter seasonal

patterns and therefore

may change the demand

pattern. This represents an

opportunity for the Group to

increase revenue, particularly

in the short and medium-

term with medium financial

impact to take advantage of

changing consumer demand

such as shifts towards

climate-friendly and healthier

diets and altering production

strategies to the benefit of

the Group.

The Group proactively monitors

consumer preferences and the impact

of weather on the food products we

manufacture with market research

regularly presented to the Group’s

Executive Team and Board to support

strategic decision making in new and

existing product development.

Animal protein remains a key ingredient

for many Greencore products and is a

significant proportion of our Scope 3

footprint. We are collaborating with our

large animal protein suppliers to provide

us with ‘better’ protein which will have a

lower environmental impact.

As part of the Group’s Feeding

with Pride pillar of our Better

Future Plan, the Group monitors

the performance of the following

metrics in relation to this

opportunity:

• 85% of products classified as

‘healthier’ by 2030.

• 50% reduction in food waste

by 2030.

The Group’s progress on these

metrics is outlined on page 35.

34 Greencore Group plc Annual Report and Financial Statements 2024

TCFD continued

Potential unmitigated

impact on the business

Greencore’s response as part

of our strategic planning

Related metrics and targets and

link to our strategy

Opportunities continued

Use of more

sustainable business

practices and efficient

production processes

There is an opportunity

for the Group to

benefit from resource

efficiency including

efficiency programmes

that reduce fuel needs

in a changing climate

and societal attitudes

that want more

sustainable business

practices (including use

of recycling, reduction

in food waste and more

sustainable packaging)

to be prioritised in

climate change action.

Time horizon

The main opportunity

identified for the Group is in

the short-term as the targets

that the Group has put in

place to reduce food waste

as part of the Group’s Better

Future Plan have the potential

to increase revenue with

medium financial impact if

customers choose Greencore

over peers and the potential

to decrease costs with

medium financial impact

such as on packaging tax

if targets are met.

In addition, improving the

energy efficiency of production

and investing in renewable

energy sources could lead

to lower costs of production,

lower carbon logistics and

reduced regulatory risk over

the medium-term.

Greencore’s Better Future Plan considers

how the business can leverage more

sustainable packaging and reduce food waste.

The Group has adopted multiple

workstreams to track food waste

including improving equipment efficiency

and implementing new tracking systems

to monitor food waste. We have also

partnered with a new waste management

supplier to find innovative ways to turn

food waste into revenue, such as selling

it for animal feed or brewing instead of

incurring costs through waste disposal.

During FY24, the Group put in place a clearly

defined Sustainable Packaging Roadmap.

The Group are clear on the importance

of circularity and investigating the

opportunities suitable for home composting

and packaging solutions that reduce food

waste and complement the Group’s Healthy

and Sustainable Diets Initiatives.

As part of the Group’s Feeding

with Pride pillar of our Better

Future Plan, the Group monitors

the performance of the following

metrics in relation to this

opportunity:

• 50% reduction in food waste.

• 100% of primary plastic

packaging reusable or recyclable

by 2025.

The Group’s progress on these

metrics and targets is outlined on

page 35.

Metrics and targets

The Group’s primary focus areas are our GHG emissions including reducing electricity and gas usage and fuel consumption which are linked to

our Net Zero ambitions. The Group’s GHG emissions result mainly from powering our sites, offices and operating our logistics fleet.

Annual greenhouse gas emissions (tonnes CO

The Group’s greenhouse gas emissions are presented below.

Metrics FY24 FY23 Baseline FY19

Combustion of fuel and operation of manufacturing facilities and fleet (Scope 1)

66,585

71,858 60,952

Electricity purchased for own use in our manufacturing facilities and offices (Scope 2)

21,719

21,508 28,654

Total gross Scope 1 and 2 emissions (tCO

e) * (A) 88,304 93,366 89,606

Green tariff (tCO

e from green energy certificates)

–

(1,761) (28,624)

Total net Scope 1 and 2 emissions 88,304 91,605 60,982

Scope 3 FLAG related emissions

646,313

645,918 661,104

Scope 3 Energy and Industry related emissions

314,386

323,961 319,823

Total Scope 3 emissions** (B) 960,699 969,879 980,927

Total Scope 1, 2 and 3 emissions (A + B) 1,049,003 1,063,245 1,070,532

GHG Intensity Measure:

Revenue (£’000)

1 ,807,133

1,913,696 1,446,100

Scope 1 and 2 (kilogrammes CO

e/ £1 revenue)

0.049

0.049 0.062

Scope 3 (tonnes CO

e/tonne of raw material purchased 2.29 2.23 2.18

* GHG emissions data for Scope 1 and 2 is calculated by reference to the core Group operations and offices in the UK and Ireland. The GHG emissions have been calculated using the GHG

Protocol Corporate Accounting and Reporting Standard, and emissions factors from the Department for Energy, Security and Net Zero (‘DESNZ’), using UK Government GHG Conversion

Factors for Company Reporting. Scope 1 and 2 absolute carbon emissions have an FY27 interim target set of 19% reduction versus FY24 performance which is reflected as a metric in the

Group’s FY25 Performance Share Plan.

** The FY19 baseline now excludes Trilby Trading Limited which was disposed of in September FY23. In addition, as a requirement of FLAG (Forest, Land and Agriculture) guidance, we have

re-based our FY19 Scope 3 footprint and recalculated prior-year footprints using the new FLAG emissions factors, which are the most up-to-date, granular and relevant emissions factors

currently available. We have also replaced our previous Science Based Targets initiative (‘SBTi’) target of a 42% reduction in Scope 3 GHG emissions per tonne of production by 2030

against the FY19 baseline of 1,579,836 tCO

e with two new absolute targets to align with the FLAG guidance. These will be submitted to SBTi for validation in December 2024. The data

scoping, collection and analysis has been performed in line with GHG Protocol Corporate Accounting and Reporting Standard. The key categories for Scope 3 included in the footprint

are Category 1 purchased goods and services (ingredients and packaging) and Category 4 emissions from upstream transport as these are considered to be the most material.

Previously stated Scope 3 emissions before rebaselining and recalculation in tCO

e: FY23: 1,400,093 (1.40mtCO

e), FY19 baseline: 1,579,836 (1.58mtCO

*** This metric has been updated in FY24 to provide more relevant performance information on Scope 3 intensity by tonne of raw material purchased rather than by product.

Time horizons:

Short term

Medium term

Long term

35Strategic Report | Directors’ Report | Financial Statements | Other Information

Targets FY24 FY23

Scope 1 and 2: 46.2% reduction in absolute Scope 1 and 2 GHG emissions by 2030 against a FY19

baseline of 89,606 tCO

-1.5%

4.2%

Scope 3 (FLAG): 33.3% reduction in absolute FLAG-related Scope 3 emissions against FY19 baseline

of 661,104 tCO

e by 2030. Target includes emissions and removals.

-2.2%

-2.3%

Scope 3 (Energy and Industry): 46.2% reduction in absolute Energy and Industry-related Scope 3

emissions against FY19 baseline of 319,823 tCO

e by 2030.

-1.7%

1.3%

Additional metrics and targets:

The below metrics and targets represent additional metrics and targets used by the Group to assess and manage certain of the Group’s

identified climate-related risks and opportunities and therefore have been included in the TCFD report.

Annual energy consumption:

Metric and target status FY24 FY23 Baseline FY19

Fuel non-renewable (MWh)

Calculated as the total non-renewable fuel (natural gas, diesel, petrol, LPG and gas oil) used across our

manufacturing facilities and offices

321,813

346,484 289,954

Fuel renewable (MWh)

Calculated as the total renewable fuel (bio-gas, hydrogenated vegetable oil and solar) used across

our manufacturing facilities and offices

2,149

2,248 1,045

Total fuel consumption (MWh)

Total renewable and non-renewable fuel consumption used across our manufacturing facilities

and offices

323,962

348,732 290,999

Total electricity consumption (MWh)

Total electricity consumption used across our manufacturing facilities and offices

104,894

103,781 108,012

Total energy consumption (MWh)

Total fuel and electricity consumption

428,856

452,513 399,011

Energy KPIs (for manufacturing only):

Metric and target status FY24 FY23 Baseline FY19

Total primary energy consumption (MWhp)

487,811

489,782 467,617

Energy intensity ratio (kWhp/ tonne of production)

1,324

1,250 1,235

Total primary energy consumption (MWhp) measures the full energy input, including conversion losses, required to power our operations.

Food waste

Target FY24 FY23 Baseline FY17

50% reduction in food waste measured as a % of total food handled by 2030 against

FY17 baseline of 9.52%

7.16%

7.99% 9.52%

Our food waste metric is calculated in line with the Food Loss and Waste Accounting and Reporting Standard and is based on collections data

from our third-party waste supplier in addition to estimates for food waste content in general waste and effluent.

The FY17 baseline is used for food waste due to reporting in line with the food industry collaborative programme, the UK Food Waste

Reduction Roadmap.

Plastic packaging

Target FY24 FY23 Baseline

100% of primary plastic packaging purchased is reuseable, recyclable or

compostable based on On Pack Recycling Labelling (OPRL) guidance by 2025

99.96%

n/a n/a

Our plastic packaging metric is based on procurement data for primary plastic packaging purchased, supplier material composition, and

packaging labels which state packaging is reusable, recyclable or compostable.

Healthy and sustainable diets

Target FY24 FY23 Baseline

85% of products classified as healthier (with a Nutrient Profiling Model score <4 by sales volume) by 2030

71%

n/a n/a

36 Greencore Group plc Annual Report and Financial Statements 2024

Our Key Performance Indicators

We use our Key Performance Indicators (‘KPIs’) to assess and monitor

the performance of the Group and to measure our progress against

our strategic objectives.

Our financial KPIs measure progress of our strategic priorities in delivering profitability, returns and

cashflow. In measuring this progress, we also consider the relationship between each of these measures.

All of the Group’s financial KPIs are non-IFRS measures or Alternative Performance Measures (‘APMs’).

The definitions, calculations and reconciliations of all APMs (including these financial KPIs) to IFRS

are set out within the APMs section on page 177.

Financial

Link to

remuneration

The remuneration of Executive Directors

is aligned closely with financial and non-

financial KPIs through the Company’s

Performance Share Plan (‘PSP’) and

Annual Bonus Plan (‘ABP’). PSP awards

granted in FY24 were based on a

scorecard of three equally-weighted

measures comprising Return on Invested

Capital (‘ROIC’) and Adjusted EPS,

alongside Total Shareholder Return

(‘TSR’). The financial element of the ABP

was linked to Adjusted Operating Profit

(weighted 50%) and Free Cash Flow

(weighted 25%), with the remaining 25%

linked to strategic objectives selected

each year to reflect our non-financial KPIs

and other short-term business priorities.

From FY25, PSP awards granted will

now also include an ESG measure to

reflect the Group’s focus on operating

a sustainable business.

See Report on Directors’

Remuneration: Page 88

“Our financial KPIs are used to assess and

monitor the performance of the Group so

that we can hold ourselves accountable to

our strategic objectives.”

Catherine Gubbins

Chief Financial Officer

2 December 2024

37Strategic Report | Directors’ Report | Financial Statements | Other Information

FY24

FY23

FY24

FY23

FY24

FY23

FY24

FY23

FY24

FY23

FY24

FY23

Pro Forma Revenue Growth

-1.4%

(FY23: +13.5%)

Strategic relevance

The Group uses Pro Forma Revenue Growth

as it believes this provides a more accurate

guide to underlying revenue performance.

It is central to our strategic framework.

FY24 performance

Pro Forma Revenue Growth declined by

1.4% in FY24 driven by a decrease in volume

year on year due to the proactive decision

to resign a number of low margin contracts

in the year.

Strategic relevance

The Group uses Adjusted Operating Profit

to measure the underlying and ongoing

operating performance of the Group as

a whole.

FY24 performance

Adjusted Operating Profit in FY24 was

£97.5m, an increase of £21.2m against

FY23, supported by the implementation

of commercial and operational initiatives.

Strategic relevance

The Group uses Adjusted EPS as a

key measure of the overall underlying

performance of the Group and returns

generated for each share.

FY24 performance

Adjusted EPS was 12.7 pence an increase

of 3.4 pence against FY23 as a result of an

improvement in Adjusted Operating Profit

and the continuation of the Group’s share

buyback programme.

Adjusted Operating Profit

£97.5m

(FY23: £76.3m)

Adjusted Earnings per Share (‘EPS’)

12.7p

(FY23: 9.3p)

Profitability

Strategic relevance

The Group uses Free Cash Flow to measure the

amount of underlying cash generation and the

cash available for distribution and allocation.

FY24 performance

Free Cash Flow in FY24 was an inflow of

£70.1m compared to £56.8m in FY23.

The main driver of the increase is due to the

increased profitability of the Group in FY24.

Strategic relevance

The Group uses ROIC as a key measure

to determine what return is generated

from the Group, as well as measuring

the financial quality of potential new

investments.

FY24 performance

The Group’s ROIC in FY24 was 11.5%

which was 260bps ahead of the FY23

measure of 8.9%. ROIC was positively

impacted by the increase in Adjusted

Operating Profit.

ROIC

11.5%

(FY23: 8.9%)

Free Cash Flow

£70.1m

(FY23: £56.8m)

Strategic relevance

The Group uses Free Cash Flow Conversion

to measure how efficiently profits from

the overall underlying performance of the

Group are transformed to cash available

for distribution and allocation.

FY24 performance

The Free Cash Flow Conversion metric

of 45.6% increased from 42.8% in FY23

consistent with Free Cash Flow. This was

due to increased operating cash inflows

in the financial year.

Free Cash Flow Conversion

45.6%

(FY23: 42.8%)

Returns Cash Flow

38 Greencore Group plc Annual Report and Financial Statements 2024

Our Key Performance Indicators continued

We use our KPIs to assess and monitor the performance of the Group and

to measure our progress against our strategic objectives. Our non-financial

KPIs are designed to measure progress against the key drivers of our purpose –

People at the Core, Sustainability, Excellence and Great Food.

Waste as % total food

handled

7.16%

(FY23: 7.99%)

Primary energy consumption

per tonne

1,324

kWp per tonne

(FY23: 1,250)

Food waste Energy

efficiency

Strategic relevance

Managing food waste is a top

priority across our operations.

We address this in multiple

ways including prevention,

redistribution, and use in animal

feed. This forms the basis of our

commitment to halve our food

waste (from an FY17 baseline)

by 2030, in line with the UN

Sustainable Development

Goal target.

FY24 performance

In FY24, our food waste,

measured as a percentage of

the product and ingredient

handled, was 7.16%. This is

a decrease from last year’s

performance at 7.99%, primarily

due to operational process

improvements that were made

during FY24 which include

reformulating ingredients and

providing additional training

and education to staff during

ingredient preparation stage.

Strategic relevance

Reducing GHG emissions

through intelligent energy use

will help us transition towards

a net zero future. We have

committed to science

based targets to help guide

us to succeed, and we are

continually monitoring

our use of energy to assess

our progress.

FY24 performance

In FY24, our total gross Scope

1 and 2 carbon emissions

decreased from the previous

year from 93,366 tonnes

to 88,304 tonnes, a 5.4%

decrease, and from our base

year of 89,606 tonnes a

decrease of 1.5%. However,

while we have made progress

in our absolute Scope 1

and Scope 2 emissions, we

have not decoupled energy

consumption from production

tonnage and therefore, our

primary energy consumption

per tonne has increased. We

are committed to addressing

this in FY25.

% Sustainable engagement

in survey

81%

(FY23: 79%)*

% Internal

progression rate

40%

(FY23: 41%)

Employee

engagement

Learning and

development

People at the Core Sustainability

Strategic relevance

Our sustainable engagement

score provides insight into how

committed our people are to

our goals, how motivated they

are to contribute to our success

and how likely they are to

recommend Greencore as

an employer.

FY24 performance

During FY24, the People at the

Core survey was conducted

across the business with

colleagues asked to share their

views on how the business

is performing from a people

perspective. We are pleased

to report that 84% of our

colleagues participated in the

survey and that the sustainable

engagement score increased

from 79% to 81% which is also

two percentage points higher

than the UK national norm

and equal to the UK high-

performing norm. The increase

reflects the focus of the Group

on enhancing communication

and development across the

business.

Strategic relevance

We aim to motivate and

support our people to take

on more responsibility and

ownership, we also recognise

and reward talent. The

internal progression rate is a

useful measure to assess this

development and is calculated

as the total number of roles

vacant in the year that were

filled by internal candidates.

FY24 performance

Despite a slight decline in

the internal hire ratio in FY24,

our Grow with Greencore

approach helps our people to

enrich their careers, providing

opportunities for growth and

progression, and to achieve

their potential.

Non-financial

* The Group previously used an internal Greencore benchmark to measure

sustainable engagement. For FY24 and going forward the Group is focused on using

a benchmark that can be benchmarked externally and therefore the comparative

has been updated to reflect this. The internal Greencore Engagement Index that had

previously been used has also improved by two percentage points from 76% to 78%.

39Strategic Report | Directors’ Report | Financial Statements | Other Information

Excellence Great Food

% products delivered on

time and in full

99.2%

(FY23: 98.5%)

% BRCGS audits at

AA/A grades

100%

(FY23: 100%)

Reportable Accident

Frequency Rate (‘RAFR’)

0.18

(per 100,000 hours)

(FY23: 0.26)

Award Winning Food

(FY23:n/a)

Service Food safetyHealth

and safety

Commercial

Strategic relevance

Building customer relationships

underpins the Group’s strategic

priority to deepen customer

relevance. An important

component of measuring this

is our service level. We track

our service level by measuring

the products we deliver to

customers, on time and in full,

compared to what they ordered

from us.

FY24 performance

Operational service levels in the

year improved from 98.5% to

99.2%, through working closely

with our customers and supply

partners to embed operational

improvements.

Strategic relevance

Producing safe, authentic

and excellent quality food is

central to everything we do.

The Group utilises the Brand

Reputation Compliance Global

Standards in food safety (the

‘BRCGS’) to measure food

safety levels, a standard that

is recognised by the Global

Food Safety Initiative. Testing

is carried out through audits

on food safety, quality and

operational criteria at each

of our sites.

FY24 performance

For the seventh consecutive

year, we met the highest level

of food safety performance,

with all 16 of our manufacturing

sites audited achieving AA or

A grades, the highest levels

attainable for announced

audits under BRCGS.

Strategic relevance

We are committed to

enhancing the health,

safety and wellbeing of our

colleagues. We recognise

this is critical to the success

of our business, and we work

hard to understand risks to

our colleagues in order to

build strategic, targeted and

evidence-based interventions.

We continually review and

measure the performance

of our compliance and

culture through monitoring

performance measures

and auditing that informs

Greencore leadership on

improvement programmes

for health and safety.

FY24 performance

Our RAFR has improved from

0.26 to 0.18 which reflects the

Group’s continued focus on

health and safety. See more

information on page 24.

Strategic relevance

Central to our commercial

success is the development

of great food to drive growth

and delight our customers

and consumers. Each year,

there are many prestigious

awards that are presented to

manufacturers by both retailers

and prestigious food bodies

that recognise excellence in

food. The development of great

food is central to our business

and these awards help solidify

and build upon our strategic

partnerships, drive innovation

and recognition for our

customers’ brands.

FY24 performance

During FY24, Greencore

received significant recognition

for its products and high-

quality customer relationships

in the form of 15 prestigious

awards. These awards cover

a broad spectrum of areas

including technical, innovation

and great food.

Link to remuneration

The remuneration of Executive Directors is aligned closely

with financial and non-financial KPIs through the Company’s

Performance Share Plan (‘PSP’) and Annual Bonus Plan (‘ABP’).

PSP awards granted in FY24 were based on a scorecard of three

equally-weighted measures comprising ROIC and Adjusted EPS,

alongside Total Shareholder Return (‘TSR’). The financial element

of the ABP was linked to Adjusted Operating Profit (weighted

50%) and Free Cash Flow (weighted 25%), with the remaining 25%

linked to strategic objectives selected each year to reflect

our non-financial KPIs and other short term business priorities.

From FY25, PSP awards granted will also include an ESG measure

to reflect the Group’s focus on sustainability.

See Report on Directors’ Remuneration: Page 88

1. New non-financial KPI, replacing the Advantage survey indicator previously

disclosed. We have determined that Award Winning Food is of greater strategic

relevance from a commercial perspective for the reasons outlined above.

40 Greencore Group plc Annual Report and Financial Statements 2024

Operating and financial review

Operating review

Trading performance

Group revenue decreased by 5.6% to

£1,807.1m in FY24. The decline was driven by

the disposal of Trilby Trading in September

2023, accounting for a decrease of 4.2% and

the proactive decision to exit a number of low

returning contracts during FY23 accounting

for a further 4.8% decline. This was partially

offset by the impact of inflation recovery

and price totalling 1.8% and a 1.6% benefit

from volume increases (a combination of

underlying growth and price mix). While

pro forma revenue showed a 1.4% decline,

Like-for-Like (‘LFL’) revenue, an additional

measure introduced in FY24, which considers

the impact of new business wins and losses,

increased by 3.4%.

Overall, Group Operating Profit in FY24

increased 27.7% to £84.3m and Adjusted

Operating Profit increased by 27.8% to

£97.5m. The improvement was driven by a

continuation of operational and commercial

initiatives during the financial year.

With the exception of labour costs, inflation

in the Group’s main cost components

has slowed and the majority incurred was

recovered or mitigated in the period, through

a range of mechanisms, including pass-

through of cost increases, cost reductions,

product and range reformulations, and

alternative sourcing. These mechanisms

benefited the Group’s gross margin

which increased 350bps to 33.2% in FY24.

Efficiency initiatives also supported the

offsetting, recovery and mitigation of labour,

fixed cost and other overhead cost inflation.

Labour costs will increase in FY25 with the

introduction of further national living wage

increases and national insurance changes

in the UK from April 2025 as announced

in the recent UK Budget. As a result of the

increase in national insurance charges, our

current estimate for FY25 is additional costs

of approximately £7.5m. We have a strong

track record of managing inflationary costs

– including annual increases in the national

living wage; contractual protections in place

across many of our contracts; and strong

customer relationships where negotiations

are necessary. We will work hard and plan

to offset the additional costs fully via further

efficiency initiatives alongside our usual

inflation recovery measures in FY25.

Revenue in the Group’s Food to Go categories

(comprising sandwiches, salads, sushi and

chilled snacking) totalled £1,244.6m and

accounted for approximately 69% of Group

revenue. Revenue decreased by £8.0m in

these categories, as LFL volume growth

(including mix), inflation recovery and

pricing impacts were offset by the proactive

decision to exit a number of low margin

contracts in FY23. LFL Revenue Growth

across the Food to Go category was 4.0%

in the period. The Group experienced LFL

volume growth of 1.4% across the Food to

Go sandwiches category, outperforming the

wider market

, however there were weaker

performances in the Food to Go salads and

the own label sushi categories.

The Group’s Other Convenience categories

comprise chilled ready meals, chilled soups

and sauces, chilled quiche, ambient sauces

and pickles, and frozen Yorkshire Pudding

categories. Revenue across these categories

decreased by 14.9% to £562.5m in FY24. The

decrease was driven by the disposal of the

Trilby Trading business and exiting low margin

contracts which offset LFL volume growth

(including mix), inflation recovery and pricing

impacts. Volumes increased 0.3% on a LFL

basis in the period. LFL Revenue Growth

across the Other Convenience category was

2.2% in the period. The Group achieved a

strong volume performance in the chilled

ready meals category, increasing 1.6% on a

LFL basis, outperforming the wider market

This was in addition to a strong LFL volume

performance across ambient sauces, chilled

soups and sauces, and frozen Yorkshire

Pudding categories.

The Group continued to carefully manage

cash flows and leverage in FY24, as Group

profit recovered, the seasonal working

capital profile was managed and the Group

continued ongoing investment to support

future growth.

Free Cash Flow for FY24 was an inflow of

£70.1m and represented a 23% increase on

the prior year as the higher profitability in

FY24 was offset by increases in financing and

tax costs. Free Cash Flow conversion was

45.6%, an increase on 42.8% in FY23.

The Group’s Net Debt at 27 September

2024 was £193.0m, a decrease of £6.0m

compared to 29 September 2023. Net Debt

excluding lease liabilities was £148.1m

down 4% on the prior year due to increased

profitability. The Group’s Net Debt: Adjusted

EBITDA leverage covenant as measured

under financing agreements was 1.0x,

compared to 1.2x at 29 September 2023.

As outlined in the financial review, the Group

successfully completed a refinancing of its

revolving credit facility (RCF) with a new

£350m RCF put in place in November 2023.

See page 43 for more details.

ROIC increased to 11.5% for FY24, compared

to 8.9% for the prior year. The year-on-year

increase was driven primarily by increased

profitability in the 12-month period. Average

invested capital decreased year-on-year

from £678.1m to £660.3m.

Strategic Developments

The Group delivered excellent progress

against its strategic priorities in FY24,

underpinned by close customer engagement

in a period that continued to be defined by

inflation and muted consumer confidence.

The Group’s priorities continue to be guided

by the strategic framework for recovery and

growth, with goals set across a three-horizon

framework as set out on pages 16 and 17.

Our horizon framework will guide the

prioritisation and sequencing of our long-

term strategic objectives.

The Group delivered year-on-year Like-

for-Like revenue growth of 3.4%, through a

combination of underlying volume growth,

in addition to price and mix impact, including

Trading performance

FY24

£m

FY23

£m

Change

(As reported)

Change

(Like-for-Like

Basis)

Revenue 1,807.1 1,913.7 -5.6% +3.4%

Group Operating Profit 84.3 66.0 +27.7% n/a

Adjusted Operating Profit 97.5 76.3 +27.8% n/a

Group Profit Before Tax 61.5 45.2 +36.1% n/a

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of its operations

and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

2. Kantar World Panel – 52 weeks ending 29 September.

41Strategic Report | Directors’ Report | Financial Statements | Other Information

the recovery of inflation. LFL volume growth of

0.5% represents a strong volume performance,

relative to the wider market performance

The Group maintained outstanding operational

service levels during the financial year,

working closely with our customers and supply

partners, with average service levels at 99.2%

in FY24 compared to 98.5% in FY23. In June

2024, the Group took the step of recalling a

number of products, in line with a number

of other food manufacturers as a result of an

outbreak of E.coli in the UK. The Group took

this precautionary step as we are committed to

the highest food safety and quality standards

for our customers and end consumers.

The Group has remained focused on

proactively managing commercial returns,

capacity management, maximising returns

and optimising use of our manufacturing

footprint. This has led to improved operational

efficiencies in FY24 across the manufacturing

footprint of the Group and an improvement

in the returns profile of the majority of sites.

We continue to review all sites to ensure they

are delivering, or are on a path to deliver, in

line with the Group’s expectations.

The consolidation of two soup manufacturing

sites was completed in FY24, with the closure

of soup production capacity at the Kiveton

facility and consolidation of soup production

at the Bristol site. Following the consolidation,

the Group secured a long term, reinvigorated

partnership with a major food retailer in the

soups category, which was delivered via high

quality innovation and consistency, supporting

the Group’s decision to consolidate into one

site for our soups category.

From a customer perspective, the Group

successfully won new business with existing

customers and added new customers to

its portfolio. The Group already operates

in the coffee shop and café channel but

successfully added a significant new

customer, the largest coffee shop operator in

the UK, securing a long-term supply position

in their critical food to go mission and

increasing our presence in this important and

growing channel. A new chilled ready meals

contract with an existing customer was

successfully onboarded at the Kiveton site in

Q4 FY24. The chilled ready meals category

is now expected to deliver improved

profitability and returns in FY25. In addition,

the Group has also onboarded a significant

customer across its Direct to Store network,

driving improved profitability and returns

across this category and has augmented

the Group’s overall sushi proposition with a

supply extension into a new category, Poke

Bowls for a premium food retailer, winning

the business on quality and innovation.

The Group’s grocery business at Selby

benefited from two significant commercial

developments, firstly, the complete overhaul

of one of its major client’s cooking sauce

range, for which the Group won supplier of

the year, and secondly, securing a long-term

supply partnership with a significant, fast-

growing retailer.

The Group launched a multi-year

programme in FY24, called Making Business

Easier, focused on bringing the Group’s IT

estate onto a single enterprise resource

planning platform and improving process

efficiency across the Group. An exceptional

charge of £4.0m was recognised in FY24

relating to the programme.

Despite a slowing inflationary environment,

the Group’s cost base had risen following

several years of high-cost inflation and

therefore new initiatives commenced in FY24

targeted at reducing the cost base to make

the business more efficient but ensuring

consistent high-quality and delivery of

products to customers.

Commercial and operational efficiencies to

support profitability and mitigate fixed cost

inflation in FY24 are outlined below.

A commercial excellence programme

combining profit enhancement activities

across volume, cost, pricing and product mix:

• new product development and

innovation which has enabled the Group

to drive volume and unlock value for both

Greencore and customers, with 421 new

SKUs launched in FY24; and

• action taken by the Group to streamline

the total number of unique ingredients

used in our products, resulting in a

reduction of 5% versus FY23 with

a continued focus on decreasing

complexity and cost, alongside driving

innovation and growth, while the Group

continued to nurture long term customer

relationships and be a supplier of choice

to the Group’s chosen partners.

A structured operational excellence

programme has been established across the

business aimed at deploying best practice

learnings throughout the network. This

has continued to deliver simplification and

standardisation across the Group, which

involves:

• wider diagnostic benchmarking of

the Group’s manufacturing facilities,

supporting identification of improvement

workstreams;

• implementation of four large pilot sites for

improvement activities, which continues

to develop, as we professionalise our

operational excellence approach and

expand this further into the remaining

manufacturing sites; and

• as part of our centre of excellence

model we have created a group logistics

improvement team, enhancing our

improvement agenda, alongside our

planning, technical and engineering teams.

Following on from this the Group will

continue to focus on commercial excellence,

operational excellence and continued tight

management of costs.

Colleagues

During FY24, we made progress in our

engagement with our colleagues. The

Group conducted our People at the Core

survey to understand our colleagues’ views

with an 84% participation rate. The Group

achieved an 81% sustainable engagement

score representing a two percentage

point increase from the last survey in 2022

and which is also two percentage points

ahead of the UK National norm. Colleague

communication and senior leadership

engagement scores increased by 9 and 6

percentage points respectively.

Better Future Plan

This year, the Group has sharpened its focus

on what it takes to transform into a future-fit

food business, that drives positive impact

for both people and the planet – the Better

Future Plan.

During FY24, the Group made several

adjustments to ensure its Better Future Plan

was more relevant to the changing external

landscape, key environmental and relevant

societal issues, and the expectations of

stakeholders. This included completing

multi-year roadmap development across

all ten of the Group’s strategic topics

and embedding our sustainability targets

further in the business through including

sustainability performance in the incentive

and reward framework.

Group cash flow and returns

FY24

£m

FY23

£m

Change

(as reported)

Free Cash Flow 70.1 56.8 +£13.3m

Net Debt 193.0 199.0 +£6.0m

Net Debt (excluding lease liabilities) 148.1 154.0 +£5.9m

ROIC 11.5% 8.9% +260bps

42 Greencore Group plc Annual Report and Financial Statements 2024

Financial review

Revenue and Operating Profit

Group revenue in the period was £1,807.1m,

a decrease of 5.6% compared to FY23, due to

a decrease in volume year on year linked to

the disposal of Trilby Trading Limited and the

proactive decision to resign a number of low

margin contracts in FY23. These decreases

were offset by the impact of the recovery

of inflation and pricing. Pro Forma Revenue

Growth declined by 1.4% when adjusting for

the disposal of Trilby Trading Limited, while

LFL Revenue Growth increased 3.4% when

adjusting for the impact of business wins

and losses.

Group Operating Profit increased from

£66.0m in FY23 to £84.3m in FY24 as a result

of continued strong focus on improving

returns across our portfolio, other commercial

initiatives and enhancing operational

efficiencies during the financial year. Adjusted

Operating Profit was £97.5m compared to

£76.3m in FY23. Adjusted Operating Margin

was 5.4%, 140bps higher than FY23.

Net finance costs

The Group’s net bank interest cost was

£22.8m in FY24, an increase of £2.0m

versus FY23. The increase was driven by

higher cost of debt during FY24. The Group

also recognised a £1.4m interest charge

relating to the interest payable on lease

liabilities in the financial year (FY23: £1.2m).

The Group’s non-cash finance charge in

FY24 was a net £0.9m (FY23: £2.7m). The

change in the fair value of derivatives and

related debt adjustments including foreign

exchange in the financial year was a £0.2m

credit (FY23: £1.4m charge) and the non-

cash pension financing charge of £1.0m was

£0.2m lower than the FY23 charge of £1.2m.

Profit before taxation

The Group’s Profit before taxation increased

from £45.2m in FY23 to £61.5m in FY24,

driven by higher Group Operating Profit offset

by higher exceptional items and finance costs.

Adjusted Profit Before Tax in the financial year

was £75.5m compared to £58.1m in FY23,

the increase primarily driven by the strong

operating performance of the Group.

Taxation

The Group’s reported effective tax rate

in FY24 was 25% (FY23: 21%), while the

adjusted effective tax rate was 22% (FY23:

21%). The adjusted effective tax rate adjusts

profit before tax for exceptional items and

derivative financial instruments. The increase

in the effective tax rate reflects the increase

in the UK corporation tax rate.

Exceptional items

The Group had a pre-tax exceptional charge

of £10.2m in FY24, and an after-tax charge of

£9.4m, comprised as follows:

Exceptional Items £m

Transformation costs (4.0)

Manufacturing site consolidation (6.0)

Non-core property related costs (0.2)

Exceptional items (before tax) (10.2)

Tax on exceptional items 0.8

Exceptional items (after tax) (9.4)

In FY24, the Group commenced a multi-year

transformation programme, Making Business

Easier, which is focused on transforming the

Group’s technology infrastructure and end-

to-end processes to drive efficiencies in the

way the Group operates. The programme

is expected to last for a period of up to five

years, which is currently estimated to have

a total cash cost of up to £80m. This is

comprised of a projected expense of up to

£50m to be recognised within exceptional

items and up to £30m of estimated capital

spend and software licensing costs. The

Group recognised a charge of £4.0m in

exceptional items in respect of the work

carried out in the financial year. The Group

also completed the consolidation of two

soup manufacturing sites during the financial

year resulting in the recognition of an

impairment of associated property, plant

and equipment of £5.0m and incurring

associated impairment of engineering

spares, redundancy and mothballing costs of

£1.0m. A net loss of £0.2m was recognised

on the disposal of an investment property.

Earnings per share

The Group’s basic earnings per share for

FY24 was 10.1 pence compared to 7.2 pence

in FY23. This was driven by a £10.4m increase

in profit attributable to equity holders and a

decrease in the weighted average number

of shares in issue in FY24 to 459.8m (FY23:

495.4m) due to the impact of the share

buyback programme.

Adjusted Earnings were £58.4m in the

financial year, £12.2m ahead of FY23 largely

due to an increase in Adjusted Operating

Profit offset by an increase in interest and tax

costs. Adjusted Earnings Per Share of 12.7

pence compared to adjusted earnings per

share of 9.3 pence in FY23.

Cash Flow and Net Debt

Adjusted EBITDA was £20.9m higher in FY24

at £153.7m. The Group recognised a net

working capital outflow of £8.0m (FY23:

working capital inflow of £2.2m). Maintenance

Capital Expenditure of £26.2m was recorded

in the financial year (FY23: £26.6m). The cash

outflow in respect of exceptional charges

was £5.3m (FY23: £10.9m).

Interest paid in the financial year was

£20.9m (FY23: £17.6m), including interest

of £1.4m on lease liabilities (FY23: £1.2m),

an increase on FY23 reflecting higher

interest costs on borrowings in FY24. The

Group recognised tax paid of £5.4m (FY23:

£2.7m) in the financial year driven by an

increase in the tax charge for the year in line

with an increase in the UK corporation tax

rate. Cash repayments on lease liabilities

remained in line with the prior year at £15.7m

(FY23: £15.6m). The Group’s cash funding

for defined benefit pension schemes was

£11.5m (FY23: £11.1m).

In FY24, the Group recorded Strategic Capital

Expenditure of £6.2m (FY23: £10.8m).

The Group did not make any equity dividend

cash payments in either financial year. The

Group made net share purchases of £59.7m

in FY24 reflecting the continuation of the

Group’s share buyback programme costing

£55.0m in FY24 and the purchase of shares

for the Group’s employee share ownership

scheme of £5.5m, offset by the proceeds

from the issue of shares of £0.8m. The share

buyback cashflow includes £5.6m which had

been transferred to the independent broker

in order to complete the share buyback,

which had yet to be transacted at year end

but has been fully utilised as of 11 November

2024. This compared to net share purchases

of £30.1m in FY23.

Operating and financial review continued

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of its operations

and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

43Strategic Report | Directors’ Report | Financial Statements | Other Information

In August 2024, the Group completed the

sale of an investment property in Ireland

for a final net cash consideration of £0.7m

(2023: £Nil).

The Group’s Net Debt excluding lease

liabilities at 27 September 2024 was £148.1m,

a decrease of £5.9m compared to the end

of FY23.

Financing

As at 27 September 2024, the Group had

total committed debt facilities of £429.9m

and a weighted average maturity of 3.7 years.

These facilities comprised:

• a £350.0m sustainability linked revolving

credit bank facility with a maturity date of

November 2028;

• a £50.0m bilateral bank facility with a

maturity date of January 2026; and

• £9.0m and $27.9m of outstanding Private

Placement Notes with maturities ranging

between June 2025 and June 2026.

At 27 September 2024 the Group had cash

and undrawn committed bank facilities of

£279.4m (FY23: £327.8m).

During FY24, the Group refinanced its debt

facilities with a new five year £350.0m

sustainability linked RCF, maturing in

November 2028 with the option of two

additional one-year extensions. The facility

also includes a £100m accordion option

which provides additional potential financing

facilities. This new facility replaces the

£340.0m RCF that was due to mature in

January 2026. A £45.0m term loan due to

mature in June 2024 was also repaid in full

as part of this debt restructuring.

Pensions

All of the Group’s legacy defined benefit

pension schemes are closed to future

accrual. The net pension deficit relating to

legacy defined pension schemes, before

related deferred tax, at 27 September 2024

was £14.8m, £5.3m lower than the position

at 29 September 2023. The net pension

deficit after related deferred tax was £9.4m

(FY23: £12.8m), comprising a net deficit on

UK schemes of £22.0m (FY23: £28.3m) and

a net surplus on Irish schemes of £12.6m

(FY23: £15.5m).

The decrease in the Group’s net pension

deficit was driven principally by contributions

paid by the Group offset by net actuarial

losses particularly on the Irish scheme. The

movement in the discount rate is driven by

the corporate bond rate.

Separate to this IAS 19 Employee Benefits

valuation, the valuations and funding

obligations of the Group’s legacy defined

benefit pension schemes are assessed on a

triennial basis with the relevant trustees. Full

actuarial valuations were carried out on the

Irish and UK schemes at 31 March 2022 and

31 March 2023 respectively. The UK defined

benefit scheme is expected to achieve a fully

funded position on a triennial valuation basis

by the end of September 2025. Following

discussions with the UK scheme’s trustees,

it has been agreed that £9.8m of annual

pension contributions from the Group

will cease when the fully funded position

is achieved. The Group has engaged with

the trustees of the UK scheme and, relative

to the liabilities on the triennial funding

basis the UK scheme is now 100% hedged

for movements in gilt yields, reducing the

Group’s exposure to risk. The Group has

also agreed with the trustees that these

contributions will cease sooner if the UK

scheme remains ahead of schedule.

Return of value to shareholders

In May 2024, the Group committed to

returning £50m to shareholders over the

next 12 months and completed £40m

of this return through share buyback by

11 November 2024. The Group is now

pleased to propose a dividend of 2.0 pence

per share and given the Group’s strong

balance sheet and confidence in the outlook,

an additional £10m share buyback.

Catherine Gubbins

Chief Financial Officer

2 December 2024

“Overall, Group Operating Profit in

FY24 increased 27.7% to £84.3m and

Adjusted Operating Profit increased

by 27.8% to £97.5m. The improvement

was driven by a continuation of

operational and commercial initiatives

during the financial year.”

Catherine Gubbins

Chief Financial Officer, 2 December 2024

44 Greencore Group plc Annual Report and Financial Statements 2024

Governance

and assurance

Risk

process

Risk

strategy

Risks and risk management

The Group recognises that, like all organisations, we face a wide range of risks that

could impede the successful achievement of our vision and strategic objectives,

and that effective risk management is critical to our success. A Group Enterprise

Risk Management (‘ERM’) Framework is in place to support informed decision-making

and to ensure that such risks are understood, evaluated, and mitigated.

Managing our risks

Risk management strategy Risk management process

The Group’s approach to risk management acknowledges

that effective risk management supports us in achieving

our strategy and delivering for our customers. The Board

has ultimate accountability for reviewing and monitoring

the effectiveness of our risk management systems and is

committed to:

• an ERM framework that enables us to be risk aware,

understand the risks we face, and make informed

decisions;

• identifying, assessing, and tracking risks that threaten

the achievement of the Group’s strategy and objectives,

and responding to them appropriately;

• appropriately embedding risk management in all areas

of our work;

• recognising that not all risk must be eliminated and

that some risk taking to support our ambitions may

be required;

• establishing a risk-aware culture to support informed

decision-making and ownership of risk throughout

the business;

• articulating a Statement of Risk Appetite to provide

direction and set boundaries on the amount or type

of risk that can be accepted throughout the business;

• producing insightful and value-add risk reporting;

• continually monitoring progress and evaluating the

effectiveness of our approach to risk management; and

• ensuring that all colleagues understand their

responsibilities in relation to ERM.

Our ERM framework is supported by a risk process and

methodology that incorporates a standardised toolkit

to support our four-stage process:

Stage 1: Risk identification involves using various tools

and techniques to consider and identify the risk events

that could impede the successful achievement of business

objectives. Risks are assigned owners and categorised

according to their nature.

Stage 2: Risk assessment involves evaluating risk impacts

and likelihoods in accordance with standard criteria,

to support prioritisation and decision-making, and

documenting the existing control environment to assess

effectiveness and identify gaps.

Stage 3: Risk response involves planning and pursuing

activities to reduce both the likelihood of the risk

materialising and its potential impacts where the

exposure is greater than the target risk levels defined

by our risk appetite.

Stage 4: Involves regular risk monitoring to track progress,

evaluate control effectiveness, and consider changes in

the risks or risk landscape, suitable reporting to provide

assurance across the Group, and the escalation of

significant risks according to defined criteria.

This cycle is underpinned by a detailed evaluation and

understanding of the internal and external risk context

to ensure relevance of risk management activities, and is

supported by ongoing communication and consultation

to ensure that it incorporates the views and insights of a

broad range of stakeholders.

45Strategic Report | Directors’ Report | Financial Statements | Other Information

Risk identification

Risk assessmentRisk response

Risk monitoring,

reporting and

escalation

Top down

Principal risks Emerging risks

Group Risk and Resilience

Risk Champions and Risk Advisors

HR Finance Commercial

Operations Strategy

Company

Secretarial

and Legal

Risk Oversight Committee Audit and Risk Committee Board

Ongoing

communication

and consultation

STAGE 1

STAGE 2

STAGE 4

STAGE 3

Bottom up

Functional risks

Risk process and methodology

Governance and assurance

The Group continues to operate a combined top-down and

bottom-up risk management framework to ensure that the

risk priorities of senior management are defined, tracked,

managed, and understood across the Group, and that there

is broad risk management coverage and risk-informed

decision-making across the business. Principal Risks,

defined as those most likely to have a significant impact

on Group-wide objectives, are identified by the Group

Executive Team.

• Management oversight of risk

management activities.

• Monitor Principal and Functional

risks.

• Direct risk mitigation activity in

line with strategy and risk appetite.

• Foster a risk-aware culture across

the Group.

• Board oversight of risk exposures

and risk management activities.

• Provide challenge to management

on risk management approaches.

• Advise Board on risk strategy.

• Review and monitor effectiveness

of risk management systems.

• Accountable for review and

monitoring of the effectiveness

of risk management systems.

• Define Group Strategy and

Risk Appetite.

Risk and Resilience

46 Greencore Group plc Annual Report and Financial Statements 2024

Risks and risk management continued

Principal risks and uncertainties

Governance and assurance

continued

Functional Risks are identified and tracked across a range

of risk registers embedded within core business functions.

These are risks relevant to functional responsibilities and

objectives. This process is supported by Risk Champions

and Risk Advisors within the function, who are responsible

for guiding the risk identification and assessment processes,

ensuring rigorous risk reviews take place, and providing

regular reporting to the Group Risk & Resilience function.

Principal, Functional, and Emerging Risks are reported to

and reviewed by the Risk Oversight Committee (the ‘ROC’),

which is made up of the full Group Executive Team and

Director of Internal Audit, Risk, Controls & Compliance,

and meets quarterly. The remit of the ROC is to provide

management oversight of the suitability and effectiveness

of the Group’s risk management systems, including the risk

management policy, protocols, and governance, sponsor

and monitor the Group’s principal risks, and direct risk

management activities.

Overall accountability for reviewing and monitoring the

effectiveness of the Group’s risk management systems

remains with the Board, who also establishes the Group’s

strategy and risk appetite. The Board in part discharges these

duties through delegation to the Audit and Risk Committee

(the ‘ARC’). The ARC is responsible for overseeing and

advising the Board on the organisation’s risk exposures,

risk management strategy, and effectiveness of risk

management systems.

The ERM framework is overseen by the Group Risk &

Resilience Function, who provide the Group with risk

management methodology, training, support, advice, and

assurance over all aspects of its risk management systems.

Emerging risks

As part of our overall risk assessment process, the Group

also captures and monitors Emerging Risks, defined as risks

that have a high degree of uncertainty, with unclear but

potentially far-reaching impacts.

The Group uses a diverse range of sources to gather

insights on the risk landscape and performs horizon

scanning, capturing relevant emerging risks and assessing

their potential impacts, and recording these in an Emerging

Risks Watchlist. The watchlist is reviewed periodically,

at minimum on an annual basis.

During FY24, a comprehensive review of emerging risks

was undertaken. Current emerging risk areas include:

• Impacts of Climate Change: The effects of climate

change are uncertain, but are likely to be varied,

widespread, and affect all aspects of our lives and

our business. There is the potential for physical risks

impacting our manufacturing operations and security

of our supply chain, transitional risks with implications

for consumer and customer behaviours, and a need to

adhere from an evolving legal and regulatory landscape.

• Consumer Preferences: Shifts in consumer preferences

driven by broader societal, economic, or technological

changes may result in fundamental changes to demand

for convenience food and decrease the relevance of our

current product portfolio.

• Global Geopolitics: Increasing geopolitical tensions

could result in widespread conflict or trade disputes,

which could cause significant disruption to our supply

chain, and have significant macroeconomic effects.

• Evolving Regulatory Landscape: There are a wide

array of regulatory and legislative landscape changes

that could have a significant impact on our operating

context, including further future policy intervention

on diets and health, trade policy and protectionism,

and developments in UK labour law.

• Disruptive Technology: Advances in technology,

particularly with regards to artificial intelligence (‘AI’)

capabilities, could be transformative across the food

manufacturing sector and wider economy. These

technological advancements could represent significant

opportunities, but also material risk if we fail to embrace

the possibilities that it provides or fall behind competitors.

These risk areas were kept under review throughout the

year, and are not currently determined to be escalated as

Principal Risks and Uncertainties.

In FY24, the Group has considered the need to evolve

the focus of risk management to incorporate a wider

perspective on business resilience, to assess those risk

events that may be remote, but are nonetheless plausible.

The Group recognises that whilst ERM is focused on

reducing the likelihood of risk events and mitigating their

impacts, risk events still nonetheless occur. The ability of

the Group to navigate through, survive and thrive despite

such events are rooted in our resilience.

As such, in FY24 the scope of the Group Risk Function was

broadened to encompass a wider perspective on business

resilience, to support the Group’s readiness to withstand

not only the known risks, but also the unforeseen. As part of

this, the function has oversight of a new incident response

framework and our climate risk management (see Task

force on Climate-related Financial Disclosures on page 26).

47Strategic Report | Directors’ Report | Financial Statements | Other Information

Strategic

Operations

People – Talent, culture

Financial

Commercial

Operational Excellence –

Product safety, cyber

security, sustainability

People – Safety, wellbeing,

equality, diversity and inclusion

Legal, regulatory

and compliance

More averse to risk More open to risk

Our risk appetite

The Group has a Statement of Risk Appetite designed to

support informed decision-making, improve consistency

across governance, and assist in prioritisation.

At Greencore, our risk appetite is shaped by our commitments

to building profitability and growth for our stakeholders, our

passion for great food, pursuing operational and commercial

excellence, placing our people at our core, and having a

sustainable future underpinning all that we do.

We understand that taking calculated risks is essential for growth

and innovation, but that to do so, we must make risk-informed

decisions. Our preference is for reduced risk and uncertainty,

but we acknowledge that some risk may be necessary and

beneficial. We always strive to ensure that risks are managed

prudently but are willing to accept risk where it can be carefully

managed, measured, and monitored. Therefore, we may do

things giving rise to risk if the potential rewards outweigh the

potential downsides.

There are some areas where the Group is willing to

take more risk than others and has defined risk appetite

statements accordingly.

The Group’s risk appetite is dynamic and will be updated as

necessary to reflect any significant changes in the context in

which it operates.

Principal risks and uncertainties

The Group’s principal risks and uncertainties continue to be

influenced by our internal and external context, our operating

environment, and business priorities.

In FY24 we undertook a review of commercial risks in the context

of our Horizon 2 and Horizon 3 strategic ambitions, resulting in the

addition of related risks to our principal risk profile.

Risks arising from labour market conditions have eased, and a

rigorous focus on costs has enabled us to remove related risks

from our principal risk profile. All such risks continue to be tracked

and monitored as part of our functional risk process.

Although we continue to operate a robust control environment, in

common with the wider food industry, there is increasing complexity

in the product contamination risk landscape. The increasing impact

of climate change, extreme weather events, enhanced laboratory

techniques and an evolving regulatory landscape requires us to

continually improve as we seek to maintain best practice.

As we look to the year ahead, we will monitor closely the potential

risks posed to the Group by the UK and global macroeconomic

conditions, including fiscal policy and international trade conditions.

Such factors are monitored closely and we are confident that our

risk mitigation efforts and our robust and agile commercial and

operational arrangements enable an effective response to a dynamic

risk environment.

48 Greencore Group plc Annual Report and Financial Statements 2024

Strategic

Strategic Change

The Group has a refreshed multi-year strategy, and is developing longer-term plans to rebuild profitability (Horizon 2),

and secure long-term growth (Horizon 3). Failing to suitably deliver an ambitious strategic change agenda may reduce

long-term Group performance.

Changes in FY24

• The Group has made strong progress in FY24 in further developing

and progressing our strategic aims of rebuilding profitability (Horizon 2)

and securing long-term growth (Horizon 3).

• Strategic plans have been developed and approved by the Board and

implementation roadmaps for the major components of Horizon 2

have either been developed or are in development.

• Delivery is progressing in a number of key pillars, including Operational

Excellence and data, process and technology transformation; in

addition a focused pipeline of potential M&A targets to support our

Horizon 3 growth ambitions is being identified.

• The Group Strategy function has continued to develop and scale-up

to support these long-term strategic ambitions.

Mitigations and Controls

• The strategic plans for improving current core business

(Horizon 2) and investing in new areas of growth (Horizon 3)

have been agreed with the Board.

• Roadmap in development for implementation of the major

pillars of this strategy, each with a named Group Executive

Team sponsor.

• Formal and systematic links between medium-term ambitions

and our budgeting process, with periodic review of our

trajectory beyond the end of the current financial year.

• Central Strategy function in place to support development

and delivery of strategic plans, and ensure progress against

overall strategy.

Sustainability

The Group’s Better Future Plan, which provides a roadmap for our contribution to transforming the food system to have a

positive impact on people and the planet, is a key part of the Group’s strategy and important to its stakeholders. Successful

delivery of these commitments will need to involve new ways of thinking and working commercially and operationally,

a significant investment in resources and the prioritisation of these ambitions. Failing to deliver on our commitments could

impact the future success of the Group and cause reputational damage.

Changes in FY24

• The Group has stabilised and started to decarbonise towards our

2030 SBTi target, achieving a 5.4% reduction in absolute Scope 1

and Scope 2 emissions versus FY23 and a 1.5% decrease from our

FY19 baseline.

• High-level delivery roadmaps developed for all topic areas and

received Group Executive Team alignment and sign-off.

• We have further integrated sustainability as a key part of our

broader strategy ensuring future growth decisions are informed

by our ambition.

• We remain committed to providing clear visibility of our performance

and progress, continually enhancing our data quality and reporting

processes to uphold transparency.

• The Sustainability Team has been augmented with additional resources

dedicated to reporting and disclosure, responsible sourcing, and

energy optimisation.

• Customer and supplier collaboration continues to progress,

in particular relating to Healthy & Sustainable Diets and

Scope 3 emissions.

• We continue our commitment to colleague upskilling, with

particular focus on our Plan Owners and committee members.

• Completed renewed climate-risk modelling and developed a new

climate-risk governance structure.

Mitigations and Controls

• A clear sustainability strategy is in place through the

Greencore Better Future Plan, consisting of three

interlocking pillars: Sourcing with Integrity; Making

with Care; and Feeding with Pride.

• High-level delivery roadmaps have been developed for all

topic areas and received Group Executive Team alignment

and sign-off.

• Comprehensive programme governance in place, along

with detailed and regular monitoring of a wide array of

performance metrics. This includes a Sustainability Oversight

Committee, regular reviews by the Group Executive Team,

and a Sustainability Committee of the Board.

• Clear ownership and accountability structure across the

business including delivery plan ownership and Group

Executive Team sponsorship.

• Stakeholder relationships with key value chain groups

including customers and suppliers, including targeted

partnerships on Healthy & Sustainable Diets

• Sustainability agenda integrated with broader Group

strategy and transformation activities.

Risks and risk management continued

Principal risks and uncertainties continued

49Strategic Report | Directors’ Report | Financial Statements | Other Information

Strategic continued

Organisational Resilience

The external environment is increasingly volatile and uncertain, and like all large, complex businesses, the Group is exposed

to a range of potentially disruptive influences, from geopolitics to climate change and rapid advancements in technology.

A failure to effectively build resilience into Group strategy and operations may result in it being less equipped to survive,

innovate and thrive, in the face of future risk.

Changes in FY24

• The Group has developed and launched a formalised Group

Crisis Management framework, incorporating defined response

structures, roles and responsibilities, and toolkit.

• This framework was tested as part of the product recall in June 2024,

and a comprehensive lessons learned exercise was undertaken to

consider both good practice and opportunities for improvement. The

findings from this have been incorporated into a detailed action plan

for enhancing crisis management capabilities going forward.

• A climate-risk scenario modelling exercise has been completed,

and input into planning for long-term climate change resilience

planning. As part of this, a number of tactical and strategic actions

have been agreed, including enhanced review and monitoring of

supply chain resilience.

Mitigations and Controls

• Centralised coordination of the resilience agenda through

the Group Risk and Resilience function.

• New Group Crisis Management Framework, providing

structured incident management processes, roles and

responsibilities, and toolkit.

• Detailed manufacturing site business continuity plans.

• Commercial and operational agility to quickly respond to

incidents, rationalise product category, range, and mix,

or adapt supply arrangements.

• Close working relationships with our customers and supply

chains enables effective cooperation and collaboration in

times of disruption.

• A dispersed, diverse, and broad national manufacturing

network providing agility and flexibility.

People

High reliance on labour

The Group is reliant on high volumes of labour in its production processes. A dynamic political, economic and social external

context, and the fast-paced and variable labour needs of the Group, could increase the costs of this labour in unsustainable

ways. This could have operational, commercial, and financial impacts across the Group.

Changes in FY24

• The Group’s Operational Excellence programme has made significant

progress, and is delivering efficiency improvements across our

operations that enable more efficient labour deployment.

• Manufacturing capacity has increased at some sites and in some

categories as a result of unit-per-labour-hour increases and

greater efficiencies.

• Improved confidence in labour supply and availability.

• More flexible capital expenditure investment criteria approved

for labour efficiency initiatives.

• Ongoing exploration of innovative automation solutions with

specialist partners, considering off the shelf solutions, medium-term

opportunities using existing technologies, and longer-term innovation.

• Designs for increasing in-house expertise in relation to technology and

automation developed.

Mitigations and Controls

• Use of agency workforce to enable some flexibility in

labour-model and agility and responsiveness to frontline

labour needs.

• Mature labour forecasting processes and systems enable

effective planning of labour needs.

• Deployment of automation in production processes reduces

reliance on labour requirements.

• Development and training frameworks assist in retention

and productivity, including ‘Line Manager Framework’

• Regular wage benchmarking in place to ensure that

colleagues are paid fairly.

• Proactive and cooperative successful relationships with

Trade Unions.

• A dispersed, diverse, broad national manufacturing network

provides agility to rationalise and move production if required.

Risk movement

NEW Risk increased Risk unchanged Risk decreased

50 Greencore Group plc Annual Report and Financial Statements 2024

People continued

Health & Safety

The nature of the Group’s operations exposes our colleagues to inherent risks, with the workforce encountering potential

hazards on a daily basis. Ensuring the health and safety of our colleagues is of paramount importance at Greencore, but

without effective management, these risks could result in accidents leading to harm to individuals, as well as reputational and

potential financial damage.

Changes in FY24

• The Group remains committed to ensuring that the health and

safety of our people is our highest priority, and has established

formal senior management commitment to this.

• A new management system and associated guidance manual has

been published, outlining a standardised and consistent approach

across the Group.

• Improved prevention of serious injuries through focus on reporting

and investigation of incidents with the potential to cause serious injury

or fatalities.

• Commenced and made substantial progress with a critical risk audit

programme, and comprehensive remedial action planning in place.

• Enhanced training in key risk areas.

• Ongoing comprehensive audit, monitoring, and assurance continues

to be delivered and tracked.

• Improvements made to management of change risk.

Mitigations and Controls

• Strong Board and Group Executive Team commitment to

embedding a safety first culture across all business activities.

• Central function specialist, expert, qualified and competent

Safety, Health & Environment professionals providing

oversight, policy guidance, and monitoring.

• Comprehensive health and safety processes, procedures,

and training in place.

• Rigorous monitoring protocols including annual health and

safety audits and operational physical inspections provide

assurance of ongoing control and compliance.

• Maintenance of KPIs to provide insight into the effectiveness

of health and safety management.

• Robust incident investigation process to ensure risk controls

can be communicated for shared learnings to prevent

reoccurrence.

• Professional membership and liaison with industry bodies to

benchmark performance, best practice and technological

advancement in managing health and safety.

Commercial

Competitor activity

The Group operates in highly competitive markets. Failure to identify and respond to significant product innovations,

technical advances and/or the intensification of competition in our markets and those of our customers, could adversely

affect the Group’s results.

Changes in FY24

• The Group continues to monitor trends within the sector and invest

in competitor analysis and insights to inform decision-making and

commercial propositions.

• New category teams have been established and are actively

performing competitive-threat risk evaluation.

• We have also continued to develop clear portfolio strategies that will

allow us to drive our performance and growth in the coming years,

and lead the market as innovators in the face of agile competition.

• This will also enable us to be successful in developing products to

meet and exploit emerging consumer trends.

Mitigations and Controls

• Extensive nationwide production and distribution network

provides the Group with a market-leading capacity and

capability.

• Close cooperative relationships, together with investment

in innovation and new product development, enables us to

work together with our customers on our product portfolio

to meet customer and consumer needs.

• Agile production capabilities and a broad product range

enables the Group to respond effectively and quickly to

changing customer needs.

• Comprehensive controls are in place around quality of

product.

• Competitor activity monitoring and market insights to drive

informed decision-making.

Risks and risk management continued

Principal risks and uncertainties continued

51Strategic Report | Directors’ Report | Financial Statements | Other Information

Commercial continued

Key customer relationships

Although the Group maintains a diverse customer portfolio, any failure in price competitiveness, customer service levels, or

product quality, could result in deterioration in key relationships, the possible loss of key customers and significant volumes,

which could adversely affect the Group’s financial performance.

Changes in FY24

• Account management teams have continued to conduct frequent,

multi-level customer engagement meetings to review performance,

consider new opportunities, and provide early warning of any potential

issues.

• Service levels have remained excellent. In particular, significant year-

on-year improvements have been achieved in outbound service levels

in our ambient sauces, pickles and frozen Yorkshire Puddings facilities.

• Strategic customer plans have been developed, supported by a

mapping of sub-category customer risk and longer-term plans.

• Contractual reviews continue to take place as part of our Sales

Director’s monthly risk management processes.

• Refined cross-functional ways of working across our strategic

portfolios with a specific focus on driving growth.

Mitigations and Controls

• The Group’s market-leading capabilities, capacity, and

expertise, with our nationwide network and agility in

production and portfolio and close collaborative relationships

with our customers, ensures that we maintain strong and

mutually beneficial customer relationships.

• Account management teams closely manage and support

customer relationships, and can provide early warnings if

potential issues become apparent.

• Cost model transparency and commodity tracking provides

clarity of pricing rationale for customers.

• Robust technical and food safety capabilities and standards.

• Service level tracking and governance in place to monitor

performance and pursue corrective action promptly as

needed.

• Multi-year contracts renewed with key customers.

• Market surveillance programme to identify competitive

threats and capabilities which could precipitate customer

demands.

• Store visits and intelligence reporting on product, category

and customer performance supports performance

monitoring and informed decision-making.

Commercial growth

The Group has an ambition to significantly strengthen its growth trajectory in the coming years. Our core categories may

not recover to historic levels of growth, whilst our leading position in convenience food may limit the potential for significant

growth through share gain. As such, the Group recognises the need to evolve our portfolio over time to include higher growth

markets. A failure to innovate, diversify, or pursue suitable growth opportunities may impede the Group’s financial performance

and ability to achieve its growth ambitions.

Changes in FY24

• The Group has successfully continued to secure new business and

renew supply contracts across a range of areas and categories, and

continued to collaborate with major customers on product innovation

opportunities.

• Continued ongoing programme of Commercial Excellence which

seeks to effectively manage business complexity, optimising product

ranges and raw materials usage.

• Enhanced cross-function insight and strategy governance, to provide

longer-term views on commercial growth platforms.

• New Innovation capacity and capability to focus on new propositions

aligned with portfolio teams and manufacturing sites.

• New category teams have been established with a specific focus on

driving growth.

Mitigations and Controls

• Commercial Strategy and Portfolio function ensures ongoing

evaluation and management of the Group’s portfolio strategy.

• Collaborative relationships with customers, with established

joint business plans and regular innovation and strategy

meetings.

• Innovation function and leadership to ensure ongoing

relevance of portfolio.

• Strong existing relationships with customers, and ongoing

customer relationship management.

• Sole-supply relationships in a number of areas provides

secure category growth opportunities.

• Robust data and insight tracking to identify opportunities, and

structured business development and negotiation capabilities.

• Integrated planning process enabling holistic and longer-term

planning, allowing for better operations agility and flexibly

to meet emerging consumer trends, and make informed

category and portfolio decisions.

• Emerging capabilities and strategic planning for acquisitive

growth agenda.

Risk movement

NEW Risk increased Risk unchanged Risk decreased

52 Greencore Group plc Annual Report and Financial Statements 2024

Commercial continued

Supply Chain Disruption

The Group has established a broad supply chain and maintains strong supplier relationships. Nonetheless, external factors

ranging from crop failures, extreme weather, natural disasters, and geopolitical conflict may disrupt the supply of some

raw materials, resulting in the potential for significant shortages or increased costs, affecting the ability to satisfy customer

demand and adversely impacting the Group’s financial performance.

Changes in FY24

• Enhanced coverage of customer ‘cost-trackers’ to facilitate

pass-through of raw material price changes.

• Climate-related supply risk evaluation incorporated into strategic

sourcing plans to provide enhanced understanding and overview

of long-term risk.

• As part of this, a number of tactical and strategic actions have

been agreed, including enhanced review and monitoring of supply

chain resilience.

• Effective, agile, and dynamic response to several geopolitical

and crop-related shortages throughout the year, maintaining

supply and customer service levels.

Mitigations and Controls

• Formal structured horizon scanning process to identify and

respond to any emerging supply issues.

• Robust geopolitical monitoring and crop assessment

processes to additionally forecast supply constraints.

• Robust, collaborative, and cooperative supplier relationships,

with proactive ongoing dialogue on production and supply

performance.

• Significant mutli-supplier sourcing arrangements across

key ingredient supplies, and contingency supply formally

established for higher risk areas.

• Formal Supplier Risk Review process.

• Strategic Sourcing Plans for all key raw materials spend,

evaluating risk across multiple dimensions.

• Supply chain agility and ability to react to market availability.

• Formal Technical Function concession process to enable

supply switch if required.

• Customer contracts in place that provide some coverage of

cost pass-through where shortages lead to price increases.

Operational

IT systems

The Group relies heavily on information technology to support the business, which requires continuous investment and

innovation. Failure to successfully modernise and standardise the IT estate may lead to inefficient operations, ineffective

decision-making, and an inability to build and maintain competitive advantage, impacting Group performance.

Changes in FY24

• The Group’s Making Business Easier programme has been

mobilised. This strategy and its initiatives will accelerate a

significant reduction in the complexity of our IT estate and modernise

the underlying platforms.

• Enterprise Resource Planning (‘ERP’) upgraded and additional sites

migrated onto core platform; logistics delivery system and core HR

system re-platformed

onto cloud based strategic platforms.

• Asset management capabilities enhanced, with full lifecycle

management established.

Mitigations and Controls

• Existing IT systems enable the Group to successfully

deliver its operational requirements, and our IT department

ensure that systems are supported.

• Technology risks are qualified and mitigated by a

comprehensive suite of general IT controls, aligned with

industry standards, and these controls are subject to internal

and external audit.

• Executing on business agreed priorities for application

rationalisation through the Making Business Easier

programme.

• Hardware lifecycle, and asset management policies and

procedures in place.

• Continued investment within the IT function dedicating

resource for continual improvement of the IT estate.

• IT risk management processes are well established, including

second line and external assurance.

• Formal IT Disaster Recovery processes.

Risks and risk management continued

Principal risks and uncertainties continued

53Strategic Report | Directors’ Report | Financial Statements | Other Information

Operational continued

Cyber security

The cyber threat landscape is complex and constantly evolving. In common with all large organisations, the Group is exposed

to the risk of a cyber-attack that could threaten the availability and integrity of its systems, and the confidentiality of data.

Such attacks could cause significant business disruption and cause financial and reputational damage to the Group.

Changes in FY24

• Multi-factor-authentication mandated for access to systems.

• Enhanced automated response capabilities implemented,

including device and account isolation.

• Improved privileged access management for all privileged access

including third parties and enhanced incident response policies

and procedures.

• New governance and accountabilities for Operational

Technology risk oversight agreed, and security plan developed.

• Data retention policies have been delivered to remove unnecessary

personally identifiable data, and an approach to address

unstructured data has been developed.

• Data Loss Prevention and Data Classification tooling invested in

and being implemented

• All unsupported operating systems removed from servers.

Mitigations and Controls

• Dedicated IT Security team working in partnership with

industry-leading cyber security partners with a 24 x 7 x 365

Security Operations Centre and best-in-class security tooling.

• To seek assurance on our cyber security controls, which are

aligned with global standards, the IT department engage with

expert partners to conduct a rigorous schedule of audit and

testing, which includes regular penetration tests and

‘red team’ exercises.

• Comprehensive policies, standards, procedures, and risk

management frameworks.

• Mandatory security awareness training and assessments

for all users.

• Automated patching of operating systems to ensure speed,

efficiency, and completeness.

Environmental Impact

The Group has significant manufacturing operations and an obligation to minimise the impact of these activities on the

environment. Failure to sufficiently monitor and manage operational activities to minimise the environmental impacts could

lead to business disruption and cause financial and reputational damage to the Group.

Changes in FY24

• Investment in enhanced wastewater treatment processes and further

improvements in monitoring, testing, and escalation procedures have

reduced this risk exposure for the Group.

• Increased testing permits improved assessment of compliance.

• Ongoing stringent monitoring of Environment Agency permit

compliance.

Mitigations and Controls

• The Group continues to treat the mitigation of its

environmental impact as a priority.

• Defined accountabilities with named responsible Board Director

on all environmental permits and regulatory submissions.

• Dedicated infrastructure in Group production sites for

managing environmental impacts, including effluent treatment

plants, dissolved air flotation plants and separation tanks.

• Comprehensive in-house and third-party wastewater monitoring.

• In-house testing standards and escalation protocols, including

effluent compliance monitoring, management, and escalation.

Risk movement

NEW Risk increased Risk unchanged Risk decreased

54 Greencore Group plc Annual Report and Financial Statements 2024

Risks and risk management continued

Principal risks and uncertainties continued

Operational continued

Operational Excellence

Operational Excellence underpins the Group’s strategy and future success. Failure to continue delivering this across all

operational and supporting activities could impede delivery of the Group’s strategic ambitions and impact future performance.

Changes in FY24

• Strong delivery in FY24, together with the development of a more

systematised approach and more proactive diagnosis of opportunity

pipeline, has reduced the Group’s risk exposure in this area.

• Pillar-based framework developed covering all areas impacting directly

on efficiency throughout the enterprise value chain.

• Centre of excellence and rapid replication framework deployed.

• Expanded capacity and capability of central oversight function.

• Accelerated diagnostics for FY25, with significant majority of initiatives

identified.

• Proactive capital expenditure planning established to support initiative

deployments.

Mitigations and Controls

• The Group continues to recognise Operational Excellence as

a key enabler for future strategic success.

• Central function providing expertise and oversight.

• Systemised approach to Operation Excellence initiatives

developed and embedded into budgeting processes.

• Robust governance and insight to support effective oversight.

• Operational Excellence is delivered thorough simplification

and standardisation of processes, tools, and techniques to

optimise labour usage and waste product.

• Bespoke technology has been implemented to inform

real-time decision-making within production operations to

support performance target excellence.

• Broad business-intelligence embedded as part of operational delivery.

• Key areas of risk identified and business improvement

opportunities mapped.

Product contamination

The Group produces a significant volume of food annually and there are risks of product contamination at a Greencore

manufacturing facility or one of our approved suppliers, through either accidental or deliberate means. This may lead to

potential harm to consumers and result in significant financial, reputational, and/or legal impacts on the Group. In addition,

product recalls and withdrawals would require significant resource investment.

Changes in FY24

• The Group continues to operate industry-leading standards and

controls, and is proud of its consistently strong track record of the

highest level audit outcomes which have continued in FY24.

• In common with the wider food industry, there is increasing complexity

in the product contamination risk landscape as the increasing impact

of climate change, extreme weather events, enhanced laboratory

techniques and an evolving regulatory landscape are requiring us to

continually improve as we seek to maintain best practice.

• The Group is committed to continual improvement, and has delivered

enhanced training, new policy guidance on allergens and food safety

and quality, and continues to enhance supplier governance.

• Robust action plan developed to improve industry

coordination and cooperation, review key supply side risk

strategies, further enhance testing protocols, and refine

incident management protocols.

Mitigations and Controls

• Central, expert Technical function, led by Food Safety

professionals and subject matter experts who develop our

strategy, ensure the implementation of appropriate policies

and procedures across the Company, monitor changes

to relevant legal, regulatory, industry and customer

requirements, audit compliance, and support site

Technical teams.

• Close liaison with industry bodies and colleagues in the wider

food and drink sector to seek out and share best practice.

• Dedicated technical resource at each manufacturing site.

• Best-practice Site Food Safety Quality Management systems

in place with industry standard policies, procedures, and

control environments.

• A substantial training regime ensures ongoing excellence in

colleague awareness.

• Dedicated allergen management systems, hygiene teams,

and microbiological testing regimes at all sites.

• Comprehensive supplier and raw materials controls including

formal approval process, supply chain mapping, and formal

Horizon Scanning process established to generate insight

on industry trends, threat/supply issue intelligence, and to

ascertain any requirement for control or testing changes.

• Extensive assurance provided by rigorous internal and

external independent monitoring and audits, including

unannounced regulator, third-party consultant, and customer

site visits.

• Comprehensive and documented product recall procedures

in place, including mock recall exercises and crisis plans.

Risk movement

NEW Risk increased Risk unchanged Risk decreased

55Strategic Report | Directors’ Report | Financial Statements | Other Information

Operational continued

Legal and compliance

The Group’s activities are subject to a complex and constantly evolving regulatory landscape, and recognise that an effective

internal control and compliance environment will be an important factor in our success. Failure to comply with regulations and

to enforce an effective internal control environment may lead to serious operational, financial, reputational and/or legal risk.

Changes in FY24

• Established a dedicated central function to oversee and coordinate the

internal control and compliance environment.

• Designed a new Group Compliance Framework to promote alignment

in processes, consistency in approach to compliance governance, and

a more holistic assurance methodology.

• Developed a Controls and Compliance Roadmap, with an initial

focus on further enhancing policies and procedure manuals, and a

comprehensive training and communications plan.

• A Learning Management System has been identified and will

be used to assist with monitoring compliance.

• Plan to launch a Compliance and Controls Committee to govern this

area of risk.

Mitigations and Controls

• The Group remains committed to complying with all

industry-specific and wider regulatory requirements and

upholding the highest standards of corporate governance.

• In-house and external legal and regulatory compliance

expertise is in place to interpret regulatory requirements and

consult, guide, and advise the business as needed.

• Mature Internal Audit function providing independent

assurance across a risk-based annual audit plan.

• Second line of defence compliance functions in key risk areas,

including Food Safety, Health and Safety, Finance, Legal

and IT.

• Central Group Compliance and Controls function providing

oversight and coordination.

• Finance Internal Controls assurance framework.

• Broad assurance and monitoring provided across a range of

regulatory compliance areas, including assurance received

from third-party independent, regulator, and customer

inspections and audits.

56 Greencore Group plc Annual Report and Financial Statements 2024

Going concern

The Directors, after making enquiries, have a reasonable expectation

that the Group has adequate resources to continue operating as a

going concern for the foreseeable future.

In the current financial year, the Group’s performance has continued

to improve and this is further supported by the Group’s access to

liquidity which is underpinned by the successful refinancing of its

debt facilities with a new five year £350.0m sustainability linked

revolving credit facility (‘RCF’) obtained in November 2023 replacing

the £340.0m RCF that had been due to mature in January 2026.

The new facility matures in November 2028 with the option of two

additional one-year extensions. The Group therefore has retained

financial strength and flexibility, together with strong trading

relationships with its customers and suppliers. Consequently,

the Directors believe that the Group is well placed to manage

its business risks successfully.

For the purpose of the going concern assessment, the Group has

used the latest internally approved forecasts and strategic plan as

a base case which takes into account the Group’s current position

and future prospects. The Group has used this to produce downside

and severe downside scenarios which consider the potential impact

of commercial risks materialising which would result in a decrease

in volume along with under delivery of targets set out under the

Group’s commercial and operational initiatives and potential

expenditure that may arise due to near-term climate-related

risks identified as part of the Group’s scenario analysis completed

during FY24. The impact on revenue; profit; and cashflow are

modelled, including the consequential impact on working capital

and bank covenants.

Based on the forecast cashflows, throughout the 18-month period

from the year end date, the Group is satisfied that it has sufficient

resources available and has adequate headroom to meet covenant

requirements and if needed, the Group could employ mitigants

within its control, which would include a reduction in non-business

critical capital projects and other discretionary cash flow items.

As a result, the Directors believe the Group has sufficient liquidity

to manage through a range of different cashflow scenarios over

the next 18 months from the year end date. Accordingly, the

Directors adopt the going concern basis in preparing the Group

Financial Statements.

Viability statement disclosure

In line with the Code Provision 31, the Directors have carried out

a rigorous review of the prospects of the current business and

its ability to meet its liabilities as they fall due over a three-year

timeframe. In undertaking this review, the Directors concluded that

a three-year timeframe is an appropriate period for this assessment

given that this is the key period of focus within the Group’s strategic

planning process and is a typical period for visibility of commercial

arrangements with the Group’s customers. The objectives of the

annual strategic planning process are to consider the key strategic

choices facing the Group and to build a consolidated financial model

with various scenarios taking into account the principal risks facing

the Group which may threaten the Group’s solvency, liquidity, cash

flow, future performance and business model.

Assumptions are built for the income statement with a flow through

to the balance sheet and cash flow. These are rigorously tested by

management and by the Directors. Sensitivity analysis is applied to

reflect the potential impact of some of the principal strategic and

commercial risks of the Group as described on pages 49 to 52 and

also reflects potential impacts from climate-related risks identified

as part of the scenario analysis completed during FY24. These risks

could affect the level of sales, profitability and cash generation

of the Group and the amount of capital required to deliver them.

Based on the results of this analysis, the Directors have a reasonable

expectation that the Group will be able to continue in operation

and meet its liabilities as they fall due over the three year period

of their assessment.

Risks and risk management continued

Going concern and viability statement

57Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Executive Team

Leading by example

to deliver excellence

Dalton Philips

Chief Executive Officer

Dalton joined as Chief Executive

Officer in September 2022

and has overall responsibility

for running the business,

driving shareholder value and

developing strong relationships

with stakeholders. Dalton’s

roles, prior to joining Greencore

include chief executive of daa

plc, the global airports and travel

retail group, chief executive of

WmMorrison plc, then a FTSE

100 company and the UK’s fourth

largest supermarket chain, chief

executive of luxury goods retailer

Brown Thomas Group, and chief

operating officer of Canadian

retailer Loblaw Companies

Limited. Dalton also served as

a senior advisor to the Boston

Consulting Group.

He started his career with Jardine

Matheson followed by Walmart.

Andy Parton

Chief Commercial Officer

Andy is Chief Commercial Officer,

responsible for setting and delivering

the commercial strategy and agenda.

The role covers marketing, insights

and category management, product

development and management,

sales and procurement.

Prior to this Andy was Business

Director for our Food to Go business.

Andy joined Greencore in 2014 having

previously held senior commercial

positions in Aldi and PepsiCo.

Guy Dullage

Chief People Officer

Guy is Chief People Officer and is

responsible for human resources

across the Group. Prior to this,

Guy served as HR Director for

the Prepared Meals business.

Guy joined Greencore in 2015.

Previously, he held a variety of

senior HR roles in the UK and

Europe, with the majority of

his experience over this time

within the manufacturing sector.

Guy has also held a number of

directorships, board and pension

trustee roles during his career.

Guy became a fellow of the

CIPD in 2014.

Nigel Smith

Chief Strategy, Planning

and Development Officer

Nigel is Chief Strategy, Planning

and Development Officer, with

responsibility for development

and integration of Group strategy

and our broader change agenda.

He joined Greencore in 2017,

and has held a variety of

roles supporting the strategic

development of the Group, before

taking on executive leadership of

strategy since 2021. Prior to joining

Greencore, Nigel worked as a

strategy consultant with McKinsey

& Company, and in multiple public

policy positions within European

Union institutions.

Nigel is an alum of Trinity College

Dublin, Sciences-Po in Paris and the

College d’Europe in Bruges. He has

also completed Executive Education

at the UCD Smurfit School.

Lee Finney

Chief Operating Officer

Lee joined Greencore in October

2022 as Chief Operating Officer.

He is the executive accountable for

technology, sustainability, and the

end-to-end supply chain.

He has extensive experience in

transforming the operational

performance of global businesses,

having held vice president, chief

transformation officer and chief

supply officer roles in the UK, Europe,

North America and Australasia.

Lee has an MBA, was awarded

the Advanced Management

Program, and has completed

executive programmes at MIT

and Stanford, USA.

Catherine Gubbins

Chief Financial Officer

Catherine joined as Chief Financial

Officer in February 2024 and is

responsible for managing the

financial affairs of the Group and

optimising its financial performance.

Catherine is also responsible for

Internal Audit and risk management

as well as the Group’s tax affairs.

Catherine joined Greencore from

daa plc, having worked there for

nine years in various finance roles

including as Director of Finance and

since March 2021, as Group CFO.

Before moving to daa plc, Catherine

spent 16 years as a senior manager

in assurance and business advisory

with PwC Ireland.

Damien Moynagh

Group General Counsel and

Company Secretary

Damien joined Greencore in

November 2022 and is responsible

for leading Greencore’s Legal and

Company Secretariat functions.

With over 20 years’ experience as a

corporate/M&A lawyer and senior

executive in Europe, the US and Asia,

Damien was most recently general

counsel and company secretary of

FTSE 250 listed UDG Healthcare

plc (now Inizio), responsible for its

legal, corporate secretarial, risk,

compliance, quality and sustainability

functions. Prior to this, Damien

practiced at Freshfields and Maples.

Educated at University College

Dublin and Université Toulouse

Capitole, he has also completed

executive education programmes

at Cambridge University and

Columbia University.

58 Greencore Group plc Annual Report and Financial Statements 2024

152m

Salads made

every year

Our skilled chefs and product

development experts create

hundreds of new, great

tasting products each year.

59Strategic Report | Directors’ Report | Financial Statements | Other Information

Directors’ Report

Chair’s introduction to corporate governance 60

Board of Directors 62

Board leadership, culture and company purpose 64

Board activities and engagement with stakeholders 66

Division of responsibilities 74

Composition, succession and evaluation 76

Report of the Nomination and Governance Committee 78

Report of the Audit and Risk Committee 82

Report on Directors’ Remuneration 88

Report of the Sustainability Committee 104

Other statutory disclosures 106

Statement of Directors’ Responsibilities 111

What our Board delivered in FY24

Find out more on page 66

Delivering to our stakeholders

Find out more on page 68

Delivering

innovative

ways of

working

60 Greencore Group plc Annual Report and Financial Statements 2024

Chair’s introduction to corporate governance

The Directors present their

report and Financial Statements

for the year ended 27 September

2024. The Directors’ Report

(this ‘Report’) is contained on

pages 60 to 111.

The 2018 Corporate Governance Code (the

‘Code’), which is available on the Financial

Council’s website, www.frc.co.uk, continued

to be the standard against which we measured

ourselves in FY24. This letter explains how

the Group has applied the principles and

complied in full with the provisions of the Code

during the year. The Board is also cognisant

of upcoming changes as a result of the new

version of the Code and will seek to implement

these in due course.

Corporate governance in FY24

Following the substantial change to Board

membership in FY23 and as previously

announced, Sly Bailey and John Amaechi

stepped down as Non-Executive Directors

from the Board at the 2024 Annual General

Meeting. In February, we welcomed Catherine

Gubbins as Executive Director and Chief

Financial Officer (‘CFO’). Linda Hickey assumed

the role of Senior Independent Director and

the membership of the Board Committees

was also refreshed following these changes.

This is discussed further in the Report of the

Nomination and Governance Committee.

An external Board and Committee evaluation

for FY24 showed that good progress had been

made following implementation of outcomes

from the FY23 evaluation. With the Board and

Group Executive Team now largely settled,

the Board has been focused on consolidating

and maintaining the turnaround, developing

the Group’s medium-to long-term strategic

direction and focusing on people and talent

management. The Board has also maintained

its focus on streamlining corporate governance

initiatives and promoting effective decision-

making. Further details on the effectiveness

review are on page 76.

The work of our new Workforce Engagement

Director, Anne O’Leary, continued during the

year, with further detail available on pages

72 and 73, and Board engagement with our

people continued through site visits and

interaction with teams across the Group,

providing valuable insight into our business

and influencing discussions in the boardroom.

Priorities for FY25

The Board incorporates the Group’s purpose

‘Making every day taste better’ in its decision-

making process as it continues to strive for

better. Our objective remains unchanged –

it is to continue to deliver value and to

create a positive and sustainable impact

for all our stakeholders.

With stable foundations in place, the Board

remains focused on the Group’s medium-

to long-term strategic priorities, on working

with the Group Executive Team to articulate

and promote a desired culture reflecting the

evolution of the Group and on supporting

ongoing work on talent and succession to

ensure continued growth and value creation

for all stakeholder groups going into FY25

and beyond.

I would like to thank my Board colleagues for

their ongoing commitment and look forward

to further progress and delivery of our

objectives in FY25.

Leslie Van de Walle

Board Chair

2 December 2024

Building

on a solid

foundation

“After a year of stabilisation,

the Board has been focused

on supporting momentum

and making progress in

resetting the profitability

of the business.”

61Strategic Report | Directors’ Report | Financial Statements | Other Information

50%50%

12.5%

75%

25%

Board diversity as at 27 September 2024

Compliance with the UK Corporate Governance Code

The Company applied the principles of the 2018 UK Corporate

Governance Code (the ‘Code’) for the financial year ended

27 September 2024 (available from www.frc.org.uk).

The Board are pleased to report that the Group complied

with all of the relevant provisions of the Code for the financial

year ended 27 September 2024. Further information on these

governance matters can be found as follows:

Number of scheduled Board meetings

in FY24

Scheduled Board meeting attendance

in FY24

98%

Number of new Directors appointed

in FY24

Independence of the Board excluding

the Chair as at the end of FY24

75%

Directors and scheduled Board meeting attendance during FY24

Director

Number of

scheduled Board

meetings held

Board meetings

attended

Catherine Gubbins

5 5

Linda Hickey 7 7

Anne O’Leary 7 7

Alastair Murray 7 7

Dalton Philips 7 7

Helen Rose 7 7

Harshitkumar (‘Hetal’) Shah

7 6

Leslie Van de Walle 7 7

Former Directors who served during FY24

Director

Scheduled

Board meetings

held

Scheduled

Board meetings

attended

John Amaechi

1 1

Sly Bailey

1 1

1. Catherine Gubbins was appointed to the Board and as Chief Financial Officer on 6 February 2024.

2. Hetal Shah was unable to attend a Board meeting due to prior business commitments. Having received the papers, he

communicated his views on the business of the meeting to the Chair.

3. Sly Bailey and John Amaechi stepped down from the Board and as Non-Executive Directors following the conclusion

of the 2024 Annual General Meeting on 25 January 2024.

Executive Non-Executive

By role

<1 year 1 – 5 years 5 – 10 years

By tenure

By gender

Female Male

Read our Report of the Nomination and Governance Committee: Pages 78-81

Board leadership, culture

and company purpose:

See more on page 64

Division of responsibilities:

See more on page 74

Composition, succession

and evaluation:

See more on page 76

Audit, risk and internal controls:

See more on page 82

Remuneration:

See more on page 88

62 Greencore Group plc Annual Report and Financial Statements 2024

Our Board

Our Board of Directors

Leslie Van de Walle Dalton Philips

BA, MBA

Catherine Gubbins

BA Law & Acc, FCA

Linda Hickey

BBS

Alastair Murray

MA, MBA, FCMA

Helen Rose

BSc, FCA

Anne O’Leary

CDir

Harshitkumar

(‘Hetal’) Shah

BS, CIMA

Damien Moynagh

BCL, DEUE

Non-Executive

Director

(Board Chair)

(Aged 68)

Appointed as

Non-Executive Director

and Chair Designate

on 1 December 2022.

Leslie became Board Chair

on 26 January 2023.

Chief Executive

Officer

(Aged 56)

Appointed as

Chief Executive Officer

with effect from

26 September 2022.

Chief Financial Officer

(Aged 49)

Appointed as

Chief Financial Officer

and Director with effect

from 6 February 2024.

Non-Executive

Director

(Senior Independent

Director)

(Aged 62)

Appointed as

Non-Executive Director

with effect from

1 February 2021.

Non-Executive

Director

(Aged 63)

Appointed as

Non-Executive Director

with effect from

1 February 2023.

Non-Executive

Director

(Aged 59)

Appointed as

Non-Executive Director

with effect from

11 April 2018.

Non-Executive

Director

(Workforce

Engagement Director)

(Aged 57)

Appointed as

Non-Executive Director

with effect from

1 February 2021.

Non-Executive

Director

(Aged 52)

Appointed as

Non-Executive Director

with effect from

1 April 2023.

Group General

Counsel and

Company Secretary

(Aged 47)

Appointed as

Group General Counsel

and Company Secretary

with effect from

7 November 2022.

Leslie joined Greencore

in December 2022

bringing a wealth of

extensive leadership

and non-executive and

chair experience across

multiple sectors. Leslie

has a deep knowledge of

the food industry having

held previous positions

at Danone, Cadbury

Schweppes and United

Biscuits, where he served

as group chief executive

officer.

Leslie has held multiple

non-executive roles

throughout his career

including currently

serving as the chair

of the Robert Walters

Group and chair of their

nomination committee,

having previously served

as chair between 2012 and

2018. He has held various

non-executive roles and

was previously chair of

Euromoney Institutional

Investor plc and SIG plc,

as well as deputy chair

and a non-executive

director and chair of the

nomination committee at

Crest Nicholson Holdings

plc, a non-executive

director of HSBC UK Bank

plc and senior independent

director and chair of the

remuneration committee

of DCC plc.

Dalton joined Greencore on

26 September 2022. Dalton

started his career with

Jardine Matheson followed

by Walmart before moving

into roles including chief

executive of daa plc, the

global airports and travel

retail group, chief executive

of Wm Morrison plc, then

a FTSE 100 company and

the UK’s fourth largest

supermarket chain, chief

executive of luxury goods

retailer Brown Thomas

Group, and chief operating

officer of Canadian retailer

Loblaw Companies Limited.

Dalton has also previously

served as a senior advisor

to the Boston Consulting

Group.

Dalton is currently serving

as a non-executive director

of IBEC CLG.

Dalton has a BA from

University College Dublin,

an MBA from Harvard

University, and an honorary

Doctorate of Management

from Bradford University.

Catherine is an experienced

CFO with a strong track

record of successfully

leading all finance, legal

and procurement functions

while at daa plc. Catherine

joined Greencore from daa

plc, the global airports and

travel retail group, having

worked there for nine years

in various finance roles

including as Director of

Finance and since March

2021, as Group CFO.

Before moving to daa plc,

Catherine spent 16 years

as a senior manager in

assurance and business

advisory with PwC Ireland,

working with a broad

range of the firm’s most

significant clients.

Linda brings extensive

corporate experience and

knowledge to the Board

having spent her executive

career in stockbroking and

investment banking. Linda

previously worked at NCB

Stockbrokers and Merrill

Lynch, before serving as

head of corporate broking

at Goodbody Stockbrokers

for 15 years.

Linda is a non-executive

director of Kingspan

Group plc, a global leader

in insulation and building

envelope solutions, where

she serves as senior

independent director,

worker relations director,

chair of the remuneration

committee and a member

of the nominations

committee. Linda is also

a non-executive director

of Cairn Homes plc where

she is senior independent

director, remuneration

committee chair and a

member of the audit and

risk committee. She is also a

member of the investment

committee of the Irish

Strategic Investment Fund

and has previously served

as chair of the Irish Blood

Transfusion Service. Linda is

a member of Chapter Zero.

Alastair joined Greencore in

February 2023 and brings

extensive food industry and

financial experience having

previously held the role of

chief financial officer and

director of Premier Foods

plc until September 2019.

Alastair is a chartered

management accountant

having financial, property,

and IT experience across a

number of listed companies

including Premier Foods

plc, Dairy Crest plc and The

Body Shop International

plc. In addition to the

above Alastair has a proven

track record in corporate

strategy, restructuring

and M&A.

Alastair is a non-executive

director and chairs the

audit and risk committee of

McBride plc, a British-based

business manufacturing

own brand household

goods. Alastair is also

serving as an independent

member of the audit and

risk committee for the

Department for Education

in England.

Helen has significant

operational, financial, risk

and UK retail experience

and previously held senior

finance roles at Dixons,

Forte, Safeway and Lloyds

Banking Group over a 30-

year executive career.

Helen brings significant

change leadership and

transformation experience

gained from her roles as

retail integration director at

Lloyds Banking Group and

as chief operating officer at

TSB Banking Group plc.

Helen brings extensive

experience on cyber security,

risk matters and internal

controls, and her leadership

has driven the Group’s

sustainability agenda.

She has been integral to

the establishment of the

Sustainability Committee.

Helen is a non-executive

director of WH Smith plc and

deputy chair of Compton

Verney. Helen is also an

executive coach and mentor.

Helen is a fellow of the

Institute of Chartered

Accountants in England

and Wales, having trained

with Coopers & Lybrand.

Helen is also a member of

Chapter Zero.

Anne brings extensive

experience across a

variety of sectors including

digital integrations,

data analytics, cultural

change programmes,

and strategic acquisitions

and partnerships. Anne

previously served as

chief executive officer of

Vodafone Ireland for nine

years before joining Meta

in her current role as vice

president of the mid-market

business division for the

EMEA region. Prior to this

she acted as managing

director of BT Ireland.

Anne previously served as

a non-executive director of

Vodacom Group Ltd. She

also served as chair of Goal

Global and as president

of the Dublin Chamber

of Commerce. Anne is

currently a board member

of IBEC CLG, a business

and employer association

for organisations based in

Ireland and Ludgate, an

Irish non-profit enterprise

facilitating job growth via

digital technology and

remote working hubs, and

the Economic and Social

Research Institute, an Irish

research institute focusing

on the areas of sustainable

economic growth and

social progress.

Hetal joined Greencore

in April 2023. Hetal has a

strong record as a senior

finance professional with

significant experience

gained in large,

international groups and

has proven leadership

credentials.

Hetal has held several

finance roles in both

publicly listed and private

organisations, including a

17-year career at Cadbury

plc where he held finance

director roles spanning the

UK, US, Asia and Africa,

and where he was also

responsible for leading

transformational projects

across supply chain,

finance, IT and strategy

in various locations. Hetal

is currently serving as the

director of group finance

at Belron International,

a portfolio company of

Clayton, Dubilier & Rice.

Hetal is also a member of

Chapter Zero.

In addition to his financial

experience, Hetal brings

experience in corporate

strategy and M&A and

operational improvements.

Damien brings over 20

years’ experience as a

corporate lawyer and

senior executive across

Europe, the US and Asia.

Damien was responsible

for the legal and corporate

secretarial functions, as well

as the risk, sustainability,

quality and compliance

functions, in his previous

role as general counsel

and company secretary

of FTSE 250 listed UDG

Healthcare plc (now Inizio).

Prior to this, Damien acted

as chief operating officer

and general counsel at

Sysnet Global Solutions

(now Viking Cloud),

a fast-growing global

technology business.

Damien trained and

practiced as a corporate/

M&A lawyer with Freshfields

in their London, Tokyo and

New York offices before

moving to Maples’ Dublin

office and has extensive

experience advising global

clients on public and

private large-scale multi-

jurisdictional transactions.

He has also completed

executive education

programmes most recently

at Cambridge University (in

sustainability management)

and Columbia University (in

leading strategic change).

Committee membership

63Strategic Report | Directors’ Report | Financial Statements | Other Information

Leslie Van de Walle Dalton Philips

BA, MBA

Catherine Gubbins

BA Law & Acc, FCA

Linda Hickey

BBS

Alastair Murray

MA, MBA, FCMA

Helen Rose

BSc, FCA

Anne O’Leary

CDir

Harshitkumar

(‘Hetal’) Shah

BS, CIMA

Damien Moynagh

BCL, DEUE

Non-Executive

Director

(Board Chair)

(Aged 68)

Appointed as

Non-Executive Director

and Chair Designate

on 1 December 2022.

Leslie became Board Chair

on 26 January 2023.

Chief Executive

Officer

(Aged 56)

Appointed as

Chief Executive Officer

with effect from

26 September 2022.

Chief Financial Officer

(Aged 49)

Appointed as

Chief Financial Officer

and Director with effect

from 6 February 2024.

Non-Executive

Director

(Senior Independent

Director)

(Aged 62)

Appointed as

Non-Executive Director

with effect from

1 February 2021.

Non-Executive

Director

(Aged 63)

Appointed as

Non-Executive Director

with effect from

1 February 2023.

Non-Executive

Director

(Aged 59)

Appointed as

Non-Executive Director

with effect from

11 April 2018.

Non-Executive

Director

(Workforce

Engagement Director)

(Aged 57)

Appointed as

Non-Executive Director

with effect from

1 February 2021.

Non-Executive

Director

(Aged 52)

Appointed as

Non-Executive Director

with effect from

1 April 2023.

Group General

Counsel and

Company Secretary

(Aged 47)

Appointed as

Group General Counsel

and Company Secretary

with effect from

7 November 2022.

Leslie joined Greencore

in December 2022

bringing a wealth of

extensive leadership

and non-executive and

chair experience across

multiple sectors. Leslie

has a deep knowledge of

the food industry having

held previous positions

at Danone, Cadbury

Schweppes and United

Biscuits, where he served

as group chief executive

officer.

Leslie has held multiple

non-executive roles

throughout his career

including currently

serving as the chair

of the Robert Walters

Group and chair of their

nomination committee,

having previously served

as chair between 2012 and

2018. He has held various

non-executive roles and

was previously chair of

Euromoney Institutional

Investor plc and SIG plc,

as well as deputy chair

and a non-executive

director and chair of the

nomination committee at

Crest Nicholson Holdings

plc, a non-executive

director of HSBC UK Bank

plc and senior independent

director and chair of the

remuneration committee

of DCC plc.

Dalton joined Greencore on

26 September 2022. Dalton

started his career with

Jardine Matheson followed

by Walmart before moving

into roles including chief

executive of daa plc, the

global airports and travel

retail group, chief executive

of Wm Morrison plc, then

a FTSE 100 company and

the UK’s fourth largest

supermarket chain, chief

executive of luxury goods

retailer Brown Thomas

Group, and chief operating

officer of Canadian retailer

Loblaw Companies Limited.

Dalton has also previously

served as a senior advisor

to the Boston Consulting

Group.

Dalton is currently serving

as a non-executive director

of IBEC CLG.

Dalton has a BA from

University College Dublin,

an MBA from Harvard

University, and an honorary

Doctorate of Management

from Bradford University.

Catherine is an experienced

CFO with a strong track

record of successfully

leading all finance, legal

and procurement functions

while at daa plc. Catherine

joined Greencore from daa

plc, the global airports and

travel retail group, having

worked there for nine years

in various finance roles

including as Director of

Finance and since March

2021, as Group CFO.

Before moving to daa plc,

Catherine spent 16 years

as a senior manager in

assurance and business

advisory with PwC Ireland,

working with a broad

range of the firm’s most

significant clients.

Linda brings extensive

corporate experience and

knowledge to the Board

having spent her executive

career in stockbroking and

investment banking. Linda

previously worked at NCB

Stockbrokers and Merrill

Lynch, before serving as

head of corporate broking

at Goodbody Stockbrokers

for 15 years.

Linda is a non-executive

director of Kingspan

Group plc, a global leader

in insulation and building

envelope solutions, where

she serves as senior

independent director,

worker relations director,

chair of the remuneration

committee and a member

of the nominations

committee. Linda is also

a non-executive director

of Cairn Homes plc where

she is senior independent

director, remuneration

committee chair and a

member of the audit and

risk committee. She is also a

member of the investment

committee of the Irish

Strategic Investment Fund

and has previously served

as chair of the Irish Blood

Transfusion Service. Linda is

a member of Chapter Zero.

Alastair joined Greencore in

February 2023 and brings

extensive food industry and

financial experience having

previously held the role of

chief financial officer and

director of Premier Foods

plc until September 2019.

Alastair is a chartered

management accountant

having financial, property,

and IT experience across a

number of listed companies

including Premier Foods

plc, Dairy Crest plc and The

Body Shop International

plc. In addition to the

above Alastair has a proven

track record in corporate

strategy, restructuring

and M&A.

Alastair is a non-executive

director and chairs the

audit and risk committee of

McBride plc, a British-based

business manufacturing

own brand household

goods. Alastair is also

serving as an independent

member of the audit and

risk committee for the

Department for Education

in England.

Helen has significant

operational, financial, risk

and UK retail experience

and previously held senior

finance roles at Dixons,

Forte, Safeway and Lloyds

Banking Group over a 30-

year executive career.

Helen brings significant

change leadership and

transformation experience

gained from her roles as

retail integration director at

Lloyds Banking Group and

as chief operating officer at

TSB Banking Group plc.

Helen brings extensive

experience on cyber security,

risk matters and internal

controls, and her leadership

has driven the Group’s

sustainability agenda.

She has been integral to

the establishment of the

Sustainability Committee.

Helen is a non-executive

director of WH Smith plc and

deputy chair of Compton

Verney. Helen is also an

executive coach and mentor.

Helen is a fellow of the

Institute of Chartered

Accountants in England

and Wales, having trained

with Coopers & Lybrand.

Helen is also a member of

Chapter Zero.

Anne brings extensive

experience across a

variety of sectors including

digital integrations,

data analytics, cultural

change programmes,

and strategic acquisitions

and partnerships. Anne

previously served as

chief executive officer of

Vodafone Ireland for nine

years before joining Meta

in her current role as vice

president of the mid-market

business division for the

EMEA region. Prior to this

she acted as managing

director of BT Ireland.

Anne previously served as

a non-executive director of

Vodacom Group Ltd. She

also served as chair of Goal

Global and as president

of the Dublin Chamber

of Commerce. Anne is

currently a board member

of IBEC CLG, a business

and employer association

for organisations based in

Ireland and Ludgate, an

Irish non-profit enterprise

facilitating job growth via

digital technology and

remote working hubs, and

the Economic and Social

Research Institute, an Irish

research institute focusing

on the areas of sustainable

economic growth and

social progress.

Hetal joined Greencore

in April 2023. Hetal has a

strong record as a senior

finance professional with

significant experience

gained in large,

international groups and

has proven leadership

credentials.

Hetal has held several

finance roles in both

publicly listed and private

organisations, including a

17-year career at Cadbury

plc where he held finance

director roles spanning the

UK, US, Asia and Africa,

and where he was also

responsible for leading

transformational projects

across supply chain,

finance, IT and strategy

in various locations. Hetal

is currently serving as the

director of group finance

at Belron International,

a portfolio company of

Clayton, Dubilier & Rice.

Hetal is also a member of

Chapter Zero.

In addition to his financial

experience, Hetal brings

experience in corporate

strategy and M&A and

operational improvements.

Damien brings over 20

years’ experience as a

corporate lawyer and

senior executive across

Europe, the US and Asia.

Damien was responsible

for the legal and corporate

secretarial functions, as well

as the risk, sustainability,

quality and compliance

functions, in his previous

role as general counsel

and company secretary

of FTSE 250 listed UDG

Healthcare plc (now Inizio).

Prior to this, Damien acted

as chief operating officer

and general counsel at

Sysnet Global Solutions

(now Viking Cloud),

a fast-growing global

technology business.

Damien trained and

practiced as a corporate/

M&A lawyer with Freshfields

in their London, Tokyo and

New York offices before

moving to Maples’ Dublin

office and has extensive

experience advising global

clients on public and

private large-scale multi-

jurisdictional transactions.

He has also completed

executive education

programmes most recently

at Cambridge University (in

sustainability management)

and Columbia University (in

leading strategic change).

Committee membership

Board Committees

Audit and Risk

Nomination

and Governance

Remuneration

Sustainability

Committee Chair

64 Greencore Group plc Annual Report and Financial Statements 2024

Decision-

making

Our Board continued

The Board is ultimately responsible to

shareholders for the direction, management,

performance and long-term sustainable

success of the Group with key stakeholders

in mind. It sets the Group’s strategy and

objectives and oversees and monitors

internal controls, risk management,

principal risks, governance and viability

of the Group, ensuring that these are aligned

to the Group’s purpose and culture.

The strategy of the Group is set by the Board

and is subject to an in-depth annual review.

The Board is committed to the delivery of

the Group’s three horizon strategy: Horizon

1: stabilise the business, Horizon 2: rebuilding

profitability and returns; and Horizon 3:

developing our strong growth platform.

Our strategy is set out on pages 16 and 17.

An overview of the key activities of the Board

for FY24 is set out on pages 66 to 73.

Company purpose – Making every day

taste better

Our purpose sets a common goal

throughout the Group to always strive

for better. Every day, under the Board’s

leadership, our colleagues make a positive

contribution to the lives of many people,

including by providing convenient, nutritious

and tasty food for our customers and

consumers whilst sourcing responsibly.

Embedding the Group’s purpose through

decision-making is a fundamental part

of the Board’s role.

The Board understands this responsibility

as it works to ensure that the Group

has processes in place to look after our

colleagues and care for our communities

and the planet. Further information on the

Group’s purpose is set out on page 6 of the

Strategic Report.

Our stakeholders

The Board is committed to actively engaging

with and understanding the views of our

different stakeholders and taking their views

into consideration. The Board is mindful that

our actions and decisions impact all of the

Group’s stakeholders. Read more on our

engagement with stakeholders during FY24

on pages 66 to 73.

Decision-making

Board leadership, culture and company purpose

65Strategic Report | Directors’ Report | Financial Statements | Other Information

The Board

Audit and Risk

Committee

Read more on page 57

How we are governed

How the Board operates

The Directors are responsible for the proper

stewardship of the Group’s affairs, both on

an individual and collective basis, and it is

the Board alone that has the authority and

responsibility for planning, directing and

controlling the activities of the Group.

There is an agreed procedure for Directors

to take independent legal advice at the

expense of the Company in the furtherance

of their duties as Directors of the Company.

In addition, the Directors are indemnified

for any legal action taken against them in

respect of matters pertaining to their duties

as Directors, subject always to the limitations

under Irish company law.

Matters reserved for the Board

There is an agreed list of matters reserved

for Board consideration which is formalised

in a Matters Reserved for the Board Policy.

This is reviewed annually and updated as

appropriate. The Matters Reserved for the

Board Policy was last reviewed in September

2024 and is available under the Investor

Relations section of the Group’s website,

www.greencore.com.

Conflicts of interest

Under the Board’s formal Conflicts of

Interest Policy, all Directors have a duty

to avoid a situation in which they have, or

may have, a direct or indirect interest that

conflicts, or possibly may conflict, with the

interests of the Company while serving on

the Board. As such, at the beginning of every

meeting all Directors are asked to declare

any conflicts. Directors are not permitted to

vote regarding their own conflicts, if any. The

Conflicts of Interest Policy was last reviewed

in September 2024.

Board Committees

The Board has four principal Board

Committees to assist in the fulfilment of its

responsibilities, providing dedicated focus

on particular areas. Each Committee is

responsible for reviewing and overseeing

activities within its particular Terms of

Reference. The Chair of each Committee

provides a summary of the proceedings of

any Committee meetings held since the

previous Board meeting at each scheduled

meeting. Details of the various Committees’

members, together with their relevant

biographies are set out on pages 62 and 63

of this Report. Further details on the role of

the Committees and the work undertaken

by each Committee in the year under review

can be found on pages 78 to 105.

Sub-committees of the Board

Sub-committees of the Board facilitate the

streamlined consideration and approval of

specific projects or items which may require

additional or particular focus and attention

outside of the scheduled meetings. During

FY24, these sub-committees considered

and approved trading statements, the

launch of the share buyback programme

as well as extensions thereto and increases

to suspension price as required. Sub-

committees of the Board comprise of a

minimum of three Directors. Seven sub-

committee meetings were held during FY24.

Governance structure

66 Greencore Group plc Annual Report and Financial Statements 2024

Board activities and engagement with stakeholders

What the Board

did in FY24

Total number of meetings held

in FY24

Includes scheduled

and unscheduled Board,

Board Committee and

sub-committee meetings.

At each Board meeting, the Chief

Executive Officer (‘CEO’) provides a

report on the overall performance

of the business, while the Chief

Financial Officer (‘CFO’) provides a

report on the financial performance

and updates are received from each

of the Committee Chairs. Through

scheduled business reports, the

Board focuses on key commercial

and operational updates. In addition

to these matters and other recurring

agenda items, specific areas of

focus were considered by the Board

in FY24 as are set out in this section.

Site visits in FY24

There was a formal visit to the

Northampton site in March and

informal visits by Non-Executive

Directors during the year to other

sites such as Spalding, Boston

and Leeds.

Strategy and corporate development

Strategy

Group strategy and corporate

development was considered in detail

during the year, including during a

standalone Board strategy session in April.

Received regular updates on the progress

of strategic development, reframing

the future direction and the progress of

Horizon 2 and consideration of Horizon 3

for FY24 and beyond.

Continued to monitor and support the

incorporation of climate-related risks and

sustainability into the strategic planning

of the Group.

Corporate development

Continued to receive functional updates

and to focus on current portfolio and

network optimisation opportunities.

Following the Board’s strategy session

in April, began receiving and considering

M&A updates (pipeline and progress)

at each Board meeting.

Operational and financial performance

Performance

and trading

Reviewed and considered the CEO

and CFO reports at each Board

meeting, together with commercial

and operational updates from the

Group Executive Team.

Reviewed and considered monthly

reports, including management

accounts and details of performance

against budget.

Approved FY23 Full Year Results, FY24

Half Year Results and the FY24 Q1 and

Q3 Trading Updates.

Budgeting, financing

and capital management

Discussed, reviewed and approved the

Group’s budget for FY25. Considered

strategic objectives and implications on

long-term performance and future capital

investment and returns.

The Group purchased a total of

35,038,763 Ordinary Shares under

share buyback programmes that were

in operation during FY24. Following the

conclusion in February 2024 of the £50m

share buyback programme which had

been announced in May 2022, a further

£30m share buyback programme was

launched in May 2024 and extended

by a further £10m (to £40m in total) in

August 2024.

67Strategic Report | Directors’ Report | Financial Statements | Other Information

Having supported the Group’s turnaround in FY23 and into FY24,

the Board’s focus turned to supporting the Group Executive

Team’s work on strategy, in particular balancing focus on its

rebuild (Horizon 2) and growth (Horizon 3) imperatives.

Governance and legal

Board succession

and Committee composition

Supported the onboarding of

Catherine Gubbins as the new CFO.

Compared the composition of each of

the Board Committees against good

corporate governance practices and

implemented composition changes to

further support the current and future

needs of the Group.

Board evaluation and operation

Oversaw externally facilitated Board,

Committee and Chair evaluations and the

implementation of actions from previous

evaluation processes.

Received regular training on areas of

relevance such as Market Abuse Regulation

(‘MAR’), Corporate Criminal Offences,

directors’ duties and Takeover Rules.

Legal and regulatory

Received reports on and discussed

regulatory developments, such as

planned changes to the UK Corporate

Governance Code and the updated

Listing Rules.

Received reports from each of the

Committee Chairs and the Workforce

Engagement Director on their activities,

receiving recommendations for approval,

as appropriate.

Reviewed and approved the FY23 Annual

Report and Financial Statements, FY23

Full Year Results and the FY24 Half Year

Results announcements.

Reviewed and approved various Group

policies including, Tax Strategy and Policy,

Treasury Policy, and Code of Ethics and

Business Conduct.

Stakeholder engagement

Shareholders

Held an in-person Annual General

Meeting (‘AGM’) in the Maldron Hotel,

Dublin Airport, Ireland on 25 January

2024, meeting a number of attending

shareholders in person.

The Chair connected with the Group’s

largest shareholders and updated

the Board following meetings with

a number of these.

Received updates from the CEO and

the Investor Relations team following

meetings with the Group’s shareholders

following release of results, with the

Board receiving updates from these

meetings in addition to reports and

feedback from brokers and analysts.

Customers and suppliers

Received regular updates on business

opportunities with new and existing

customers.

Reviewed updates and considered supplier

relationships as part of the Group’s

strategy and operational discussions.

Colleagues

Reviewed employee engagement

results, such as the positive results from

our People at the Core survey which

took place in July 2024.

Represented by the Board’s Workforce

Engagement Director, meetings were

held with members of the workforce,

after which the Board received updates

on findings and recommendations.

Received updates on the remuneration

framework applicable to the wider

workforce, together with updates from

the Remuneration Committee’s external

advisers on remuneration trends.

Engaged with members of management

and the wider workforce, during Board

and Committee meetings and during

site visits, getting the opportunity to

see talent from across the Group.

Local communities

Supported the Group’s involvement

in initiatives supporting the local

communities in which we operate.

Risk management

Received updates from the Risk

Oversight Committee (the ‘ROC’) and

considered functional risks, the Group’s

principal risks and uncertainties, and

emerging risks.

Considered Group risk management

and approved the Group’s Statement

of Risk Appetite.

Received regular updates and

considered certain risk areas including

cyber security, IT, technical/food safety

and operational safety, health and

environment.

Considered and approved the Group’s

viability statement and, monitored

and considered the effectiveness

of internal controls and the risk

management system.

Our Board, Dublin

68 Greencore Group plc Annual Report and Financial Statements 2024

Board activities and engagement with stakeholders continued

Engaging with

our Stakeholders

Our purpose-led stakeholder engagement

It is vital that the Board nurtures trusted

relationships with the Group’s key stakeholders.

This strategic engagement enables the Board

to better understand their needs and priorities

in order to deliver value and build a better,

more resilient and sustainable business.

The Board’s stewardship of these key

relationships, is an acknowledgement that

the Group’s actions and decisions impact

all of our stakeholders and the Board is

therefore focused on ensuring that there is

regular engagement, carried out by those

most relevant to the stakeholder group

or issue, and that this is discussed and

considered in the boardroom.

Effective stakeholder engagement helps

us better understand the impact of our

decisions on all our stakeholders, as well

as their needs and concerns and feedback

from such engagement is regularly

considered by the Board as part of its

decision-making process.

The Board is also mindful that situations

will exist where not every stakeholder

interest can be addressed in full, however

stakeholder considerations continue

to be factored into decision-making

where possible.

Pages 69 to 71 set out examples of

the Board’s approach to stakeholder

engagement and some key decisions made

during FY24 following such engagement.

We also provide clear cross-referencing to

where more detailed information can be

found in this Annual Report. Shareholders

and other stakeholders can be confident

that the contents of our corporate reporting

reflect the frameworks for strategy,

stakeholder engagement, governance,

risk management and culture as established

and overseen by the Board.

More information

• Our 2024 Sustainability Report

further sets out how our purpose

and Sustainability Strategy are

interlinked with stakeholders in

mind and will be available on

www.greencore.com/sustainability/

sustainability-hub/ from

9 December 2024.

• Further information on our

Sustainability Strategy can be

found on pages 18 to 35 of this

Annual Report.

• The Group’s Code of Ethics and

Business Conduct (available on

www.greencore.com/sustainability/

our-responsibilities/) sets out

our fundamental principles and

values directly applicable to

our stakeholders.

69Strategic Report | Directors’ Report | Financial Statements | Other Information

Our stakeholders

ConsumersSuppliers Local

communities

Customers ColleaguesShareholders

Shareholders

Why engage with our shareholders?

• As owners of our business, engagement with shareholders helps

us understand their expectations as regards key areas of interest.

• Key areas of focus include our financial and operational

performance, our strategy for sustainable growth, capital

allocation and corporate governance.

How we engage

• In addition to regular communication channels (e.g. website and

social media channels) our Group Executive Team and Investor

Relations team meet regularly with equity investors and analysts.

• Attendance at our AGM and the presentation of our annual and

half year results and the associated roadshows also provide

opportunities for engagement.

• Our CEO, CFO and Investor Relations team provide investor

meeting updates and feedback to the Board.

• Our Board Chair, the Executive Directors and our Investor

Relations team engaged with a number of our shareholders

during the year and in person at the 2024 AGM.

What outcomes were achieved?

• Through our engagements, we understand that shareholders

remain focused on financial performance, sustainable growth

and capital allocation.

• The Board supported development of the Group’s capital

allocation policy, reflecting both its future planning requirements

but also importantly, feedback received from shareholders.

Read more on page 67

Customers

Why engage with our customers?

• We are in business to provide an important service to our valued

customers who rely on us to provide quality products sustainably,

on time and at a competitive price and engagement helps us

understand both their needs and the needs of the consumer.

• Key areas of focus include the development of valued long-

term partnerships, innovating together to provide great-tasting

sustainable quality food to the highest technical and food safety

standards.

How we engage

• We work closely with our customers daily to develop, improve and

refine our products and ensure quality and food safety, through

collaborative projects, market insights and innovation workshops

with existing and new products aligned to our healthy and

sustainable diets (‘HSD‘) strategy.

• This engagement occurs at multiple levels, including at senior

management and Executive Director level, and the Board receives

regular customer relationship and industry trend updates.

• The Board supports the Group as it identifies opportunities

to deepen these relationships and, through the Sustainability

Committee, is particularly focused on opportunities with

customers to progress our HSD agenda.

What outcomes were achieved?

• During FY24, we developed and launched a number of new

product ranges in response to existing and emerging trends.

• At the same time, we also worked with customers to streamline

the number of raw materials in our sites.

• Customer and industry feedback was regularly shared with the

Board, helping the Board understand and support customer

opportunities and potential issues as they arose.

Read more in our Strategic Report

70 Greencore Group plc Annual Report and Financial Statements 2024

Board activities and engagement with stakeholders continued

Suppliers

Why engage with our suppliers?

• By working closely with our suppliers, we better understand our

supply chain, helping us identify potential issues and opportunities

for the supplier, the Group and our customers.

• Engaging with suppliers is a key activity in implementing our wider

Sustainability Strategy.

How we engage

• Our procurement teams interact daily with suppliers, holding

workshops as appropriate to drive strategies for mutual benefit,

sharing our strategy on growth and sustainability, and requesting

support as required in relation to volume, quality and source.

• The Board is updated regularly on our key relationships and,

through its Sustainability Committee, is particularly focused on

sustainable sourcing and working with suppliers. We encourage

ethical sourcing and identify areas of our supply chain that may

be at risk from modern slavery and human rights abuses.

• Our Board also receive updates relating to shared challenges,

(e.g. inflation and responsible sourcing), and, importantly, through

the Audit and Risk Committee, monitor payment terms to ensure

these are fair and reasonable.

What outcomes were achieved?

• A key pillar to the Group’s Sustainability Strategy is Sourcing

with Integrity and the Group’s Sustainability Committee has

reiterated the Group’s intention to be an ethical business,

sourcing its priority ingredients from a fairer and more

sustainable supply chain.

• During FY24, the Board also approved the Group’s Modern

Slavery and Human Trafficking Transparency Statement.

Read more on page 14

71Strategic Report | Directors’ Report | Financial Statements | Other Information

Colleagues

Why engage with our colleagues?

• Our greatest asset is our dedicated and experienced workforce –

they are the lifeblood of our business and the anchor to the local

communities in which we operate.

• Engaging with our colleagues has helped us understand that

they seek an open, diverse and safe workplace, an environment

enabling them to achieve their full potential, and one where

they are accepted and valued for who they are, regardless

of their background.

How we engage

• Through numerous channels, the Group undertakes a significant

number of engagement activities with colleagues each year

including colleague forums across our sites, our anonymous

People at the Core survey and regular Pulse Engagement Surveys.

• Through these activities, the Board and management gain

valuable insights from colleagues expressing their views, both

positive and negative. Colleagues’ views about where they work

are obtained from the People at the Core survey results, whereas

the colleague forums provide opportunities for ‘two-way’

dialogue with senior leaders in the business.

• The Board is regularly updated on the numerous regular

communication channels including weekly CEO videos, the

colleague app, Connect+, fortnightly leadership calls and the

quarterly leadership forum. Our peer-to-peer listening service,

Talk2Us, also continues to offer colleagues a confidential service

they can use for emotional and social support.

What outcomes were achieved?

• In addition to people and engagement updates provided in the

CEO’s report at each Board meeting, the Board’s Workforce

Engagement Director also met with colleagues and provided

the Board with valuable feedback which management have been

able to act upon. Read more on pages 72 to 73.

• Recognising the importance of a diverse and inclusive workplace,

the Board approved the Board Diversity Policy, ensuring its

alignment with the Group Inclusion and Diversity Policy, and

performance here will again form part of the CEO’s’ personal and

strategic objectives for the FY25 Annual Bonus Plan.

Read more on pages 72 and 73

Local communities

Why engage with our local communities?

• As a major employer within the areas where we operate, it is vital

that we contribute positively to our communities and respond to

their evolving needs.

• Our ambition is to integrate into local communities by using

our products, services, capabilities and passion to benefit the

communities where we operate.

• Our strategy has three key pillars focused on food surplus

distribution, volunteering and charitable giving, with this year’s

focus being on food surplus distribution.

How we engage

• Strengthened the relationships with our core charity partners

– FareShare (including The Felix Project), The Bread and Butter

Thing, and The Company Shop (including Community Shop) –

through measures such as introducing our partners to new sites

to explore ways of working together to maximise food surplus

redistribution and holding volunteering and teambuilding days to

help understand how we can work together more effectively.

• As part of our commitment to make sure no food goes to waste,

and to support our colleagues in the most direct way possible,

we have also progressed an initiative focused on expanding our

existing colleague shop network.

• We signed up to the Coronation Food Project to supply planned

manufactured food to support those in need via FareShare.

• Sites are empowered to work with local good causes that

are meaningful to their colleagues, supplying surplus food,

fundraising and volunteering as appropriate.

What outcomes were achieved?

• Despite a focus on improving food waste, during FY24 we made

747 tonnes (or 1,780,000 equivalent meals) of surplus food

available to our national and local charity partners.

• We increased the number of site shops for our colleagues.

• We supplied almost 600,000 ready meals to those in need via

the Coronation Food Project by partnering with Sainsbury’s

and FareShare (this was over and above the food surplus

redistribution).

Read more on page 25

By better understanding stakeholder priorities

and fostering these relationships, the Board delivers

value and helps build a better, more resilient and

sustainable business.

72 Greencore Group plc Annual Report and Financial Statements 2024

Board activities and engagement with stakeholders continued

Engaging with our

stakeholders

Greencore recognises that active engagement with our colleagues

continues to be vitally important as we navigate ongoing external

challenges, develop and win new business, refine working practices

and seek to further improve retention.

During FY24, along with the assistance of

our Workforce Engagement Director, Anne

O’Leary, the Group continued its focus on

colleague engagement, including through:

• ‘Walk in my Shoes’ – a programme which

sees our top 80 leaders spend one day a

quarter working in frontline roles;

• our new people management system,

People XD, which further enhances key

processes and helps to streamline and

standardise work;

• Reduce our Impact (‘Roi’) – to embed

wider environmental awareness and

ownership we created a programme

ambassador, ‘Roi’ the penguin, to help

colleagues understand our environmental

impacts and the actions they can take to

help us reduce our consumption;

• People at the Core survey – A total of

5 questions were asked about food safety

and quality with an overall score of 88%

achieved. 95% of colleagues who were

asked these questions stated that they

understood how their role impacts on

food safety and quality and that they

know what to do if they see a food safety

or quality issue;

• weekly communication videos from our

CEO to keep colleagues updated on

business performance and progress;

• our in-house online coaching and

mentoring portal;

• discounted ‘staff shops’ at several sites;

and

• continuation of our colleague forums at

both site and functional level.

Anne ensures that our colleagues’ voices are

heard in the boardroom and their interests

are taken into consideration when making

important decisions.

Line operatives, Atherstone

“Listening groups

provide a unique space

where voices are truly

listened to, creating a

sense of respect, and

understanding... When

leaders, such as Anne,

take time to listen to

employees, regardless

of their position or title,

it sends a powerful

message that every

voice matters. So,

I’d like to say thank

you to Anne for

taking the time to

chat with us – we all

really appreciated the

opportunity.”

Olivia Uttley, Technical Degree

Apprentice and attendee of Manton

Wood listening group

Autumn 2024

73Strategic Report | Directors’ Report | Financial Statements | Other Information

Activities of the Workforce

Engagement Director

during FY24

Input to the plans and discussed output from our

successful FY24 People at the Core survey.

Hosted two listening groups with our cross-functional

salaried colleague forum members and a cross-section

of colleagues from our Manton Wood site and provided

feedback to the Board.

Continued to review the Group’s recruitment, selection

and training processes.

Reported to the Board on several colleague engagement

areas including inclusion and diversity and talent

management.

Met with the Chief People Officer to discuss colleague

training and development plans, organisational

changes, Inclusion and Diversity Strategy and new

communication initiatives.

Our plans to further

improve colleague

engagement

Continued expansion of our ‘staff shop’ concept to

ensure as many colleagues as possible get access to

discounted products.

Relaunch our colleague app, Connect +, to ensure it is

best utilised to enhance engagement.

Implement more robust team briefing processes during

FY25 including regular Town Hall sessions at all sites.

Launch of an employee volunteering scheme to provide

colleagues with the opportunity to support local

charities.

Provide opportunities for all colleagues to have annual

one-to-one development conversations with their

managers.

Review the focus we put on The Greencore Way to

support our growth journey.

“To fulfil my role as Workforce Engagement

Director I need to have a true understanding

of the views and interests of the whole

workforce. One of the best ways to do this

has been spending time speaking directly to

Greencore colleagues. By talking to them I

can provide the Board with regular updates

on colleague engagement, culture and

development initiatives.”

Anne O’Leary

Workforce Engagement Director

74 Greencore Group plc Annual Report and Financial Statements 2024

Division of responsibilities

As set out on page 65 of this Annual Report, the Board is collectively responsible for planning,

directing and controlling the activities of the Group. The Board’s responsibilities are set out in a

formal Matters Reserved for the Board Policy. The Board is currently made up of eight Directors:

two Executive Directors and six Non-Executive Directors, one of which is the Board Chair.

Time commitment

Each year, a schedule of regular meetings

to be held in the following calendar year

is agreed with each of the Directors. A list

of the Directors’ attendance at scheduled

meetings throughout the year can be found

on page 75. Additional Board meetings

are held on an ad hoc basis as required

throughout the year.

Board and Committee meetings normally

take place at the Group’s head office in

Dublin. Directors also attend the Group’s sites

where tours of the local facilities, meetings

with local colleagues and/or customer visits

are also incorporated into the calendar.

Board papers are circulated electronically to

Directors in the week preceding the Board

meetings. The Board papers include the

minutes of the previous Board meetings and,

where appropriate, Committee meetings.

In addition, the Chair of each Committee

provides a verbal update on the relevant

Committee meeting’s proceedings at the

following meeting of the Board.

If a Director is unable to attend a Board

meeting, either in person or remotely,

he or she is encouraged to communicate

his or her views on any particular topic

to the Board Chair, the CEO, the Senior

Independent Director or the Group General

Board Chair

Leslie Van de Walle

Roles of the Board Chair and Chief Executive Officer (‘CEO’) are separate and distinct and there is a clear

division of responsibilities between the two roles. It is the role of the Board Chair to lead the Board and

ensure its overall effectiveness in directing the Group, whilst demonstrating objective judgement

and promoting a culture of openness and debate.

Chief Executive Officer

Dalton Philips

Reporting to the Board Chair, the CEO has overall responsibility for running the business, driving

shareholder value and developing strong relationships with stakeholders.

Chief Financial Officer

Catherine Gubbins

The CFO is primarily responsible for managing the financial affairs of the Group and optimising its

financial performance. The CFO is also responsible for Internal Audit and risk management, as well

as the Group’s tax affairs.

Non-Executive Directors

Linda Hickey

Alastair Murray

Anne O’Leary

Helen Rose

Harshitkumar (‘Hetal’) Shah

Leslie Van de Walle

The role of a Non-Executive Director includes providing entrepreneurial leadership, developing

strategy, scrutinising management performance and challenging management proposals in a clear

and constructive manner. Non-Executive Directors also utilise their skills, expertise and experience to

contribute to the development of the Group as a whole. Information on the time commitment expected

from each Non-Executive Director is set out below.

Senior Independent

Director

Linda Hickey

In accordance with best practice and the 2018 UK Corporate Governance Code, the Board has appointed

a Non-Executive Director as the ‘Senior Independent Director’. It is the role of the Senior Independent

Director to act as a confidential sounding board for the Board Chair and to serve as an intermediary for the

other Directors when necessary. The Senior Independent Director is available to shareholders, and other

stakeholders, if they have concerns which they have been unable to resolve through the normal channels

of Board Chair, CEO or CFO, or indeed where such contact through the aforementioned channels is

deemed inappropriate. Terms of Reference for the Senior Independent Director are approved by the Board,

are reviewed annually and a copy can be found on the Group’s website, www.greencore.com/investor-

relations/governance/.

Group General Counsel

and Company Secretary

Damien Moynagh

The Group General Counsel and Company Secretary, whose appointment and removal is a matter for

the Board as a whole, is responsible for advising the Board on all governance matters and ensuring that

Board policies and procedures are followed. The Group General Counsel and Company Secretary is

available to each of the Directors for any advice or additional support they may require.

Workforce Engagement

Director

Anne O’Leary

The Board has designated a Non-Executive Director with the role of ensuring that the Board is kept

informed of the views and interests of the Group’s workforce. The Workforce Engagement Director

ensures that the views and interests of the workforce are considered in Board discussions where relevant

and shall provide regular updates to the Board on the learnings in relation to colleague engagement,

culture and/or development initiatives.

Counsel and Company Secretary, in advance

of the meeting. These views are then

communicated at the Board meeting on

behalf of the absent Director.

In addition to the Board and its Committees,

where appropriate, the Board also

establishes sub-committees in order to deal

with any additional items of business which

arise throughout the year. The membership

of the sub-committees will depend upon

the purpose for which it was established and

will take into account the skills and expertise

necessary. During FY24, and as noted on

page 65, seven such unscheduled sub-

committee meetings were held.

75Strategic Report | Directors’ Report | Financial Statements | Other Information

The Board held seven scheduled meetings during FY24. Attendance at scheduled Board and Committee meetings held during the year was

as follows:

Board

Audit and Risk

Committee

Nomination and

Governance

Committee

Remuneration

Committee

Sustainability

Committee

Scheduled meetings held during the year 7 4 4 3 2

John Amaechi

1/1 – – 1/1 1/1

Sly Bailey

1,2

1/1 – 1/2 1/1 0/1

Linda Hickey 7/7 2/2 4/4 3/3 1/1

Alastair Murray 7/7 4/4 4/4 2/2 1/1

Anne O’Leary 7/7 1/2 – 3/3 –

Dalton Philips

7/7 – – – –

Helen Rose 7/7 4/4 4/4 – 2/2

Harshitkumar (‘Hetal’) Shah

6/7 3/4 – – 1/1

Leslie Van de Walle 7/7 – 4/4 – –

Catherine Gubbins

4,5

5/5 – – – –

1. Sly Bailey was unable to attend a Nomination and Governance Committee meeting due to travel disruption and a Sustainability Committee meeting due to prior business

commitments. Having received the papers, she communicated her views on the business of each meeting to the Chairs in advance.

2. Sly Bailey and John Amaechi stepped down from the Board and as Non-Executive Directors following the conclusion of the 2024 AGM on 25 January 2024.

3. Hetal Shah was unable to attend a Board and Committee meeting due to prior business commitments. Having received the papers, he communicated his views on the business of the

meetings to the Chairs in advance.

4. Catherine Gubbins was appointed to the Board and as Chief Financial Officer on 6 February 2024.

5. While not members of the Committees, the Executive Directors attend and participate at all Committee meetings by invitation.

Site Visit Policy

The Board has a formalised Site Visit Policy for

Non-Executive Directors. Under the Site Visit

Policy, Non-Executive Directors visit certain

sites, absent Executive Directors, in order to

meet local management teams, members

of the wider workforce, see operations and

experience the culture of the business. During

FY24, Non-Executive Directors had the

opportunity to visit our sites including Boston,

Spalding and Northampton during the year,

sharing their thoughts and experiences with

the Board following such visits.

External Appointment Policy

The Board has a formalised External

Appointment Policy (‘Appointment Policy’)

for Directors. The Appointment Policy

stipulates that in advance of any new

Board appointment, each potential new

Non-Executive Director will be provided

with information on the time commitment

expected for the role. The potential Non-

Executive Director is required to provide a

detailed overview of all other directorships and

other significant commitments together with

a broad indication of the time commitment

associated with such other directorship(s)

or significant commitment(s). The proposed

appointee must also confirm that they have

sufficient time to dedicate to the role and

meet their requirements as a potential Non-

Executive Director of the Company.

Furthermore, all incumbent Directors must

seek the prior written approval of the Board

in advance of undertaking any additional

external appointments. Before approving

any additional external appointment, the

Board shall consider the time commitment

required for the role. Each proposed external

appointment shall be reviewed independently.

In addition to the above, in accordance with

the Appointment Policy, Executive Directors

shall not normally be permitted to take on

more than one non-executive directorship

in a FTSE 100 company or other significant

appointment, however, each proposed

external appointment shall be considered

independently.

The Appointment Policy was reviewed in FY24

and minor amendments were approved by

the Board.

Jayne Fulton, Consett

76 Greencore Group plc Annual Report and Financial Statements 2024

Composition, succession and evaluation

Board composition and independence

The Board consists of six Non-Executive

Directors and two Executive Directors, being

the CEO and the CFO. The biographical

details of each of the Directors, along with

each of their individual dates of appointment,

are set out on pages 62 and 63.

We believe that the Board’s composition gives

us the necessary balance of diversity, skills,

independence, understanding, expertise and

experience in key areas relevant to the Group

including strategy, performance, commercial,

operations, culture, sustainability, health and

safety, data analytics, leadership, ethics and

regulation, diversity, finance, risk and IT. This

balance, together with the robust processes and

structures in place, ensures that we continue

to lead the Group to deliver long-term and

sustainable growth for all of our stakeholders

and that the highest standards of corporate

governance are preserved.

In accordance with Board policy, the

independence of each Non-Executive

Director is considered by the Nomination

and Governance Committee prior to

appointment and independence is reviewed

annually and reassessed as necessary.

The Board has determined that each of the

Non-Executive Directors is independent

in character and judgement and free from

any business or other relationship that could

affect their judgement and accordingly,

at least half of the Board (excluding the

Board Chair), is considered independent in

accordance with Provision 11 of the Code.

The Nomination and Governance

Committee reviews Board and Committee

composition annually to ensure that there is

effective succession planning in place, that

the Board and the Committees are of the

appropriate size, structure and composition,

with no one individual or small group having

the ability to dominate decision-making.

Given the current composition of the Board,

no undue reliance is placed on any individual

Non- Executive Director and the Board is

satisfied that it is sufficiently independent

in order to operate effectively.

Board succession and changes

to the Board

At the conclusion of the AGM on 25 January

2024, Sly Bailey and John Amaechi

retired from their roles as Non-Executive

Directors. Sly also stepped down as Senior

Independent Director and Workforce

Engagement Director, with Linda Hickey

assuming the role of Senior Independent

Director, and Anne O’Leary succeeding Sly in

the role of Workforce Engagement Director.

Committee composition was also reviewed

and updated following the AGM.

As previously announced, Catherine Gubbins

took up her role as Executive Director and

CFO of the Group in February 2024.

The Board together with the Nomination

and Governance Committee keeps the

composition of the Board under review

and will continue to actively consider Board

renewal and succession planning during

FY25 to ensure that it remains strongly

positioned to support and lead the Group

into the future.

Further information in relation to Non-

Executive Director refreshment and

succession planning is contained in the

Report of the Nomination and Governance

Committee on pages 78 to 81.

Induction and development

New Non-Executive Directors are engaged

under the terms of a letter of appointment

(available upon request from the General

Counsel and Company Secretary) and

undertake a formal induction process which

includes dedicated time with the Group

Executive Team and senior management,

scheduled trips to business operations

together with briefing materials, in each

case tailored based on experience and

background of the individual and the

requirements of the role.

All Directors visit the Group’s main operating

sites as part of their induction and are

encouraged to make at least one visit to

other sites every year. Such visits, including

meetings with local management and

with members of the wider workforce

help Directors understand the Group’s

operations, through direct experience of

touring our facilities and meeting our people.

All Directors are also encouraged to hear

the views of and meet with the Group’s

shareholders and analysts and the Chair

updates the Board on such interactions also.

Each year, the Directors receive training on

governance-related matters and external

advisers are invited to attend Board meetings

as appropriate. In FY24, this included, for

example, training on corporate governance,

market abuse, directors’ duties, sustainability,

cyber security and tax, while Directors also

have access to online seminars and training

events to keep up-to-date on developments

in key areas. There is an established

procedure for Directors to take independent

professional advice in the furtherance of

their duties, should they consider this to

be necessary.

Board diversity as at

27 September 2024

50%50%

Female Male

By gender

75%25%

Executive Non-Executive

By role

75%12.5% 12.5%

<1 year 1 – 5 years 5 – 10 years

By tenure

Board evaluation

As prescribed by the Code, the Board

undertakes a formal and rigorous annual

evaluation of its own performance and that

of its Committees and individual Directors.

The Board recognises the importance of

sustained improvement and enhancement

of its effectiveness undertaking various

phases of evaluation to facilitate this, as well

as regularly reviewing its independence.

Each year, the Board conducts an internal

evaluation of its performance, led by the

Board Chair. Every third year, including in

FY24, the evaluation is conducted externally,

by an independent third party, with Nasdaq

conducting this year’s externally facilitated

evaluation. Nasdaq provides Board portal

and shareholder analysis services and is

not otherwise connected to the Group or

any Director.

In the FY23 Annual Report and Financial

Statements, recommendations to enhance

the Board’s effectiveness were included,

with the Board prioritising for FY24, the

Group’s medium-and long-term strategic

objectives, its talent management strategy

(as part of succession planning and overall

development and performance) together

with supporting the successful onboarding

of the new CFO.

The FY24 external evaluation was conducted

by Nasdaq, who reviewed the operation,

performance and effectiveness of the Board

and its Committees through questionnaires

and one-to-one interviews and the provision

of a report that is provided to the Board as

a whole. The evaluation concluded that the

77Strategic Report | Directors’ Report | Financial Statements | Other Information

Board was effective, both in terms of skills

and composition, and working well. Nasdaq

further concluded that the Board was highly

engaged and committed to improvement,

having strong relationships with management

and a robust governance framework.

The results of the review, including Board

members’ comments in each area, as well

as focus areas to enhance the Board’s

effectiveness, were reviewed by the Board,

following which the Board agreed to:

• balance its focus on nearer-term tactical

improvements and longer-term strategic

thinking;

• focus on culture, reflecting the evolution

of the Group; and

• support the ongoing work in developing a

succession planning framework.

A review of the operation, performance

and effectiveness of the Board Committees

was also conducted by Nasdaq in FY24 and

a performance evaluation discussion was

included on the agenda for each of the

Committees, supported by an analysis of how

each Committee was performing against key

issue areas and its Terms of Reference. Nasdaq

and each of the Board Committees concluded

each was operating effectively. Nasdaq also

facilitated the annual evaluation of the Board

Chair’s performance and effectiveness on

behalf of the Senior Independent Director. The

outcome of the evaluation was positive, and

the Senior Independent Director discussed the

findings and the proposed areas for further

focus in FY25 with the Board Chair.

The Board Chair held private discussions

with each of the Non- Executive Directors

regarding individual Director performance.

The outcome of these evaluations was

positive, noting that each Director continues

to contribute effectively.

Inclusion and diversity

The Group’s Board Diversity Policy (available

on www.greencore.com/about-us/inclusion-

diversity/) sets out the approach taken to

ensure Board appointments support and

embrace difference and nurture an inclusive

Board culture. In this context, diversity

not only encompasses gender, ethnic and

social ambitions/diversities, but also extends

further to differing experience, background,

intellectual and personal strengths. All Board

appointments are made on merit against

objective criteria, in the context of the overall

balance of skills, experience, expertise

and backgrounds that the Board needs to

remain effective. This ethos is integral to the

Nomination and Governance Committee’s

approach when carrying out its duty of

reviewing the Board composition. The Board

is fully supportive of the recommendations

of the Hampton-Alexander Review and the

Parker Review in respect of both gender and

ethnic diversity and aims to maintain Board

representation of at least 33% female gender

diversity. It is worth noting that during FY24

the Group exceeded the target of the FTSE

Women Leaders Review by achieving over

40% of female representation appointed

to the Board with female representation

currently at 50%.

During FY24, the Board was updated on the

progress made against the Group’s Inclusion

and Diversity Strategy and endorsed

inclusion initiatives taking place across the

business. These included, for example,

progress reports on the Group’s investment

in race and ethnicity education for our senior

leaders, the expansion of our colleague

catalyst groups (employee resource groups),

progress against representation targets

for our Group Executive Team and the

acceleration of our ‘Licence to Recruit’

investment for our hiring managers. In

addition, for FY25, inclusion and diversity

will remain an important goal in the CEO’s

strategic objectives. The Nomination

and Governance Committee reviews the

Board Diversity Policy annually, monitoring

progress on diversity and, where appropriate,

reports on the process used in relation to any

Board appointments.

Detailed information in relation to the Board

appointment process for FY24 is set out on

page 79.

Our Board, Dublin

78 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Nomination and Governance Committee

“In FY24, the Committee focused

on both supporting the onboarding

of the new CFO while turning its

attention to the Group’s people

and talent management strategy.”

Dear Shareholder,

As Chair of the Nomination and Governance

Committee (the ‘Committee’), it is my

pleasure to present my report as Committee

Chair for the year ended 27 September 2024.

This report sets out the Committee’s main

areas of focus over the past financial year.

Activities of the Committee

During the year ended 27 September 2024

(‘FY24’), the Committee held four scheduled

meetings and individual attendance at these

meetings is set out in the table opposite.

The Committee also coordinated this year’s

externally facilitated Board, Committee and

Chair evaluation and supported the new

CFO’s onboarding.

Role of the Committee

The Committee’s responsibilities are outlined

in its Terms of Reference, which can be

found at www.https://www.greencore.

com/investor-relations/governance/. Key

responsibilities include regularly reviewing

the structure, size and composition

(including the balance of skills, knowledge,

experience, independence and diversity)

requirements of the Board and each of its

Committees, making recommendations with

regard to any proposed changes, monitoring

the tenure of Directors and ensuring plans

are in place for orderly succession to

Board and senior management positions,

and reviewing corporate governance

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY24

Leslie Van de Walle 1 February 2023 4/4

Sly Bailey

1,2

28 January 2014 1/2

Linda Hickey 1 February 2023 4/4

Alastair Murray 1 February 2023 4/4

Helen Rose 1 February 2023 4/4

1. Sly Bailey was unable to attend a Committee meeting due to travel disruption. Having received the papers, she

communicated her views on the business of each meeting to the Chair in advance.

2. Sly Bailey retired from the Committee on 25 January 2024, following the conclusion of the 2024 AGM.

developments and ensuring the Group

remains compliant with all applicable

rules. The Committee reviews and refers

any proposed amendments to its Terms of

Reference to the Board for approval annually.

The Terms of Reference were last updated in

September 2024.

Membership of the Committee

The Committee currently consists of four

Non-Executive Directors: Linda Hickey,

Alastair Murray, Helen Rose and myself, all

of whom are considered to be independent.

Further details on the Committee members’

skills, qualifications, experience and expertise

are set out on pages 62 and 63. No Director

attends discussions relating to their own

appointment. In addition to members of the

Committee, the Chief Executive Officer (‘CEO’)

attends meetings of the Committee when it is

considered appropriate for him to do so.

Committee effectiveness

The FY24 review of the operation,

performance and effectiveness of both the

Board and the Committee was externally-

facilitated by Nasdaq through a questionnaire

and one-to-one discussions and the

provision of a report to the Board and each

committee. The review confirmed that the

Committee continues to operate effectively

and efficiently in terms of composition and

recent changes to the Board and Committees

determined that both the Board and the

Committee has the appropriate mixture

of skills, diversity and experience required

in order to perform its role appropriately.

In FY25, the Committee will focus on

monitoring and assessing the Group’s culture,

succession planning and talent management,

in each case to ensure alignment with Group

values, strategy and the promotion of long-

term sustainable growth.

Report of the

Nomination and

Governance

Committee

79Strategic Report | Directors’ Report | Financial Statements | Other Information

Other Board Experience

Remuneration

Digital

Mergers and Acquisitions

Capital Markets

Financial Expertise

Sustainability/ESG

Relevant Industry (Food/Retail)

PLC Board Experience

Enterprise Leadership

Board composition

The Committee, together with the Board

keeps the composition of the Board under

review, and, in FY24, considered Board size,

renewal, and succession planning to ensure

that it remains strongly positioned to support

and lead the Group into the future.

Leslie Van de Walle

Dalton Philips

Linda Hickey

Alastair Murray

Anne O’Leary

Helen Rose

Harshitkumar

(Hetal) Shah

0 1 2 3 4 5

Tenure (years)

6 7 8 9

Catherine Gubbins

0.5

3.5

1.5

6.5

3.5

1.5

Date of next election/re-election – 30 January 2025.

The Committee ensures a formal, rigorous

and transparent process is in place for new

Board appointments, taking into account

the skills, knowledge, experience and

diversity on the Board and will consider

the attributes required. It will agree a profile

and, following a thorough interview process,

will recommend appointments to the Board

for approval.

Chief Financial Officer appointment

Catherine Gubbins was appointed as CFO

of the Group in February 2024.

Non-Executive Director changes

Sly Bailey and John Amaechi stepped down

from the Board at the conclusion of the AGM

in January 2024. Following Sly’s retirement,

Linda Hickey assumed the role of Senior

Independent Director and Anne O’Leary

assumed the role of Workforce Engagement

Director from the conclusion of the AGM.

Letters of appointment of each of the

Non-Executive Directors detail the terms of

appointment and Directors’ responsibilities,

and also stipulate the time commitment

required from Directors. Copies of Directors’

letters of appointment are available to

shareholders for inspection at the AGM and

at the Company’s registered office during

normal office hours.

Re-election

The Company’s Articles of Association

provide that at every AGM, each Director

shall retire and seek re-election. Under its

Terms of Reference, the Committee makes

recommendations to the Board concerning

the annual re-election of Directors. New

Directors may be appointed by the Board

but are subject to election by shareholders

at the first AGM following their appointment.

Catherine Gubbins will seek first election by

shareholders at the 2025 AGM.

Committee composition

In early 2024, the Committee reviewed

the size, structure and composition of

the Board Committees and Board roles.

Considerations included reviewing Director

tenure on the Board and as noted above,

upcoming retirements as well as Board

Committee requirements. The Committee

made recommendations to the Board

taking into account the requirements of the

Committees’ Terms of Reference, as well

as the provisions of the Code. Following

approval by the Board, changes to Board

roles and Committee composition were

announced on 25 January 2024. Later during

FY24, the Committee further evaluated the

current position and was confident that the

Board and Committees had the right balance

of skills and experience.

Succession planning

Succession planning for all Directors,

including the Executive Directors, is an

ongoing cycle of work. As part of our

succession planning, the Committee

considers the current skills, experience and

tenure of the Directors and the Group’s

inclusion and diversity objectives and

assesses future needs against the longer-

term strategy of the Group.

Although the Board has recently undergone

significant changes, composition and

succession are regularly reviewed. In

particular, Executive Director succession was

reviewed by the Committee in September

2024, and the Non-Executive Directors in

November 2024, and the Group’s diversity

and inclusion objectives are considered as

part of this process.

Directors’ induction and training

As noted on page 76, a comprehensive,

tailored induction programme is developed

for newly-appointed Non-Executive

Directors, which includes dedicated

time with the Group Executive Team and

senior management, and scheduled trips

to our sites to spend time in our business

operations and meet our colleagues. They

are provided with detailed background

information including data and analysis

on the Group’s people, sustainability,

commercial, strategic, operational, financial,

governance, risk management and our

capital markets agenda. As also noted on

page 76, Directors receive ongoing training,

development, updates and briefings on

General experience of Non-Executive Directors

No. of Directors with specific experience in this area No. of Directors that do not have specific experience in this area

80 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Nomination and Governance Committee continued

relevant legal, environmental, social,

governance, regulatory and financial

developments, including from the

external auditor and external advisers.

Corporate governance developments

The Committee continues to keep up to date

with corporate governance developments,

and in ensuring that Board and Committee

agendas are reflective of current issues.

In addition to regular training such as

directors’ duties, market abuse and corporate

governance, the Board and Committee

agendas included training and update

sessions on new developments in relation to

the UK Listing Rules, the new UK Corporate

Governance Code and the incoming

Corporate Sustainability Reporting Directive

and related sustainability developments.

The Committee understands the significance

of such changes and, as noted above, where

appropriate will enlist the support of external

advisers to support such learning.

The Code continues to apply to the Group,

however an updated version of the Code,

the UK Corporate Governance Code 2024

(the ‘2024 Code’), will apply from 1 January

2025 with FY26 reporting requirements

to comply with the provisions of the 2024

Code. The Committee has developed

a number of policies and processes in

order to enhance corporate governance

standards. Following approval by the Board,

these policies are reviewed annually by the

Committee, updated where appropriate,

and approved by the Board.

Diversity representation

as at 27 September 2024

The following tables set out the information

required to be disclosed under Listing

Rule 6.6.6R(10) as set out in Annex 1 to UK

Listing Rule 6, as at 27 September 2024.

For the purposes of these tables, Group

Executive is as defined in the Listing Rules,

i.e. the executive committee or most senior

executive or managerial body below the

Board (or where there is no such formal

committee or body, the most senior level of

managers reporting to the chief executive),

including the company secretary but

excluding administrative and support staff.

For Greencore, this is the Group Executive

Team which includes the Group General

Counsel and Company Secretary. Collection

of data was done on the basis of self-

reporting from each Board member.

Line Operatives, Heathrow

81Strategic Report | Directors’ Report | Financial Statements | Other Information

As at 27 September 2024, 50% of the Board members were female. The Company has also

met the requirement to have at least one Board member from an ethnic minority background

and at least one of the senior positions held by a female.

The Group gender diversity breakdown, which is also set out on page 25, shows

the gender mix across the organisation as at 27 September 2024.

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and Chair)

Number

in Group

Executive

Percentage

of Group

Executive

Male 4 50% 2 6 86%

Female 4 50% 2 1 14%

Other – – – – –

Not specified/

prefer not to say – – – – –

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

(CEO, CFO,

SID and Chair)

Number

in Group

Executive

Percentage

of Group

Executive

White (Irish/British)

or other White

(including minority-

white groups) 7 87. 5% 4 7 100%

Mixed/Multiple ethnic

groups – – – – –

Asian/Asian British 1 12.5% – – –

Black/African/

Caribbean/Black

British – – – – –

Other ethnic group,

including Arab – – – – –

Not specified/

prefer not to say – – – – –

Inclusion and diversity

We strongly believe that diversity throughout

the Group and at Board level is a driver of

business success and overall Group strategy,

and the Board was updated during the

year on progress in relation to the Group’s

Inclusion and Diversity Strategy.

The Committee reviewed the Board

Diversity Policy and the Board’s gender

and ethnicity diversity disclosures,

including those relevant under Listing

Rule 6.6.6R(10) as set out above. The

Board Diversity Policy is available under

the Governance section of our website

(www.greencore.com/investor-relations/

governance/policies/) and in line with

this policy, the Committee ensured

appointments to our Board and its

Committees contributed to the Group-

wide inclusion and diversity ambitions.

Following the appointment of Catherine

Gubbins to the Board as CFO and Executive

Director during FY24, we have further

exceeded the recommendations of the

Hampton-Alexander Review, with 50%

female representation currently on the

Board, and are also in compliance with the

recommendations of the Parker Review and

the new Listing Rule requirements.

The Committee is proud of the progress in

this area and is committed to maintaining

balanced representation on the Board.

This is of fundamental importance as we

embed our recently developed Inclusion

and Diversity Strategy across the Group.

Looking to FY25, the Committee will remain

focused on driving our inclusion and diversity

agenda, as well as continuing to focus on

succession and talent management.

Finally, I would like to once again express

my gratitude to my colleagues on the

Committee for their ongoing commitment

to both the Board and the Committee.

Leslie Van de Walle

On behalf of the Nomination and

Governance Committee

2 December 2024

82 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Audit and Risk Committee

Dear Shareholder,

On behalf of the Audit and Risk Committee

(the ‘Committee’) and the Board, I am pleased

to present the report of the Committee for

the year ended 27 September 2024 (‘FY24’).

This report describes how the Committee

has carried out its responsibilities during

the year.

The Committee continued to focus on

the issues relevant to the Group’s financial

reporting, considering how business

performance is reflected in financial

reporting, assessing key accounting

judgements and estimates, and ensuring the

ongoing quality of the related disclosures.

The Committee receives updates on

the system of internal controls and risk

management at every meeting.

Role of the Committee

The Committee’s role, authority, duties and

scope are set out in its Terms of Reference

which are available on the Governance section

of our website, www.greencore.com/investor-

relations/governance/. The Committee

reviews the Terms of Reference annually

and any amendments are presented to the

Board for approval. The Terms of Reference

were last reviewed in September 2024.

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY24

Alastair Murray 1 February 2023 4/4

Linda Hickey

1 February 2021 2/2

Anne O’Leary

1,2

1 February 2021 1/2

Helen Rose 11 April 2018 4/4

Harshitkumar (‘Hetal’) Shah

1 April 2023 3/4

1. Linda Hickey and Anne O’Leary stepped down from the Committee on 25 January 2024.

2. Anne O’Leary was unable to attend the meeting on 24 January 2024 due to prior commitments and provided input to

the Chair of the Committee in advance.

3. Hetal Shah was unable to attend the meeting on 24 January 2024 due to prior commitments and provided input to the

Chair of the Committee in advance.

The Committee is currently comprised

of three Non-Executive Directors, all of

whom are considered by the Board to be

independent. On 25 January 2024, Linda

Hickey and Anne O’Leary stepped down

from the Committee and I wish to thank

them both for their commitment and

contribution to the Committee.

The Committee has competence relevant

to the Company’s sector and further details

on the Committee members’ experience

and qualifications can be found in the

biographical details as set out on pages 62

and 63.

In accordance with the Committee’s Terms

of Reference, the Group General Counsel

and Company Secretary or their nominee

acts as Secretary to the Committee.

Committee meetings

During FY24, the Committee held four

scheduled meetings and attendance of the

Committee members at these meetings is

outlined in the table above. The meetings

of the Committee are generally scheduled

to take place in advance of Board meetings.

This allows the Committee Chair to provide

the Board with a detailed update on the key

items discussed at the Committee meetings.

Report of the

Audit and Risk

Committee

“The Committee continued to focus

on the issues relevant to the Group’s

financial reporting, considering how

business performance is reflected

in financial reporting, assessing

key accounting judgements and

estimates, and ensuring the ongoing

quality of the related disclosures.”

83Strategic Report | Directors’ Report | Financial Statements | Other Information

During FY24, regular attendees at

Committee meetings included the CEO as

well as the CFO, the Interim CFO, the Group

Financial Controller and Director of Internal

Audit, Risk, Controls and Compliance.

Representatives of the external auditor,

Deloitte Ireland LLP (‘Deloitte’), also attended

each scheduled meeting. In addition,

other individuals from the Group attended

Committee meetings and provided the

Committee with updates on certain key

areas of the business, as requested, including

the Chief Commercial Officer, Chief People

Officer, Chief Operating Officer, Group Legal

Director, the Director of Health, Safety and

Environment, the Group Technology Officer

and the Group Technical and Sustainability

Director. In my capacity as Chair of the

Committee, I am available to all Board

members to discuss any audit-or risk-related

issues they may have, either on a collective

or individual basis. During FY24, I met with

the external auditor and the Director of

Internal Audit, Risk, Controls and Compliance

without management, on a regular basis. The

Director of Internal Audit, Risk, Controls and

Compliance whose appointment or removal

is subject to Committee approval, has direct

access to both myself and the Committee.

How the Committee has discharged

its responsibilities during FY24

Key areas of focus

The Committee has an extensive agenda

which focuses on monitoring the

effectiveness of risk management and

the integrity of the Group’s financial and

sustainability-related reporting (including

TCFD), that any judgements and estimates

made are appropriate, that the external

auditor is effective in its role and that the

Group has an effective internal controls

framework. During FY24, the work of

the Committee principally fell under the

following key areas:

Risk

management

and internal

controls

The Committee supports the Board in its duty to review and monitor, on an ongoing basis, the effectiveness of the

Group’s system of internal controls and risk management.

In order to fulfil these duties, during the year under review, the Committee:

• received progress updates on the FY24 Internal Audit Plan which covered, amongst other areas, HR shared

services, sustainability and operational technology as well as indirect procurement;

• reviewed and approved the FY25 Internal Audit Plan which sets out the planned activities for the year ahead.

The FY25 plan is informed by principal and functional risk registers, the internal audit universe and discussions

with senior management;

• reviewed the Group Statement of Risk Appetite;

• received presentations on principal and emerging risks, including those relating to climate change, and

discussed, with senior management, the material internal controls and assurance processes which exist to

mitigate and manage these risks in accordance with the Board’s risk appetite;

• received regular reports from the Risk Oversight Committee (‘ROC’), which supports the Committee with

ongoing monitoring of the risk management process and is comprised of the Group Executive Team and the

Director of Internal Audit, Risk, Controls and Compliance;

• formally met with the Director of Internal Audit, Risk, Controls and Compliance, who provided reports on the

key audit findings, themes and key issues noted throughout the reviews and progress on closure of actions

including any overdue actions;

• reviewed the Group’s Treasury Policy; and

• received reports in relation to work completed by the Group’s Finance Internal Controls team and proposed

focus areas for FY25 as the Group continues to enhance financial-related controls.

In light of the above, the Committee continues to be satisfied that the Group’s internal controls environment

remains appropriate and effective and has reported this opinion to the Board.

Financial

reporting

The Committee reviewed the form and content of the Annual Report and Financial Statements, as well as the half year

and full year results statements including the key estimates and judgements made by management in the preparation

of the Financial Statements.

During FY24, the Committee:

• considered the FY23 Annual Report, FY23 Full Year Results Statement and the FY24 Half-Year Results Statement.

The Committee reviewed and challenged management on the appropriateness of estimates and judgements

made in the preparation of the Financial Statements;

• reviewed the judgements made with respect to which items should be disclosed separately as exceptional items

in the Financial Statements to confirm that these were in line with policy;

• considered the Group’s tax compliance and tax strategy;

• reviewed papers on the Group’s significant accounting judgements and estimates; and

• reviewed the Group’s accounting policies and management’s assessment of the impact of International Financial

Reporting Standards (‘IFRS’) amendments effective during FY24 on the Financial Statements and the potential

impact of upcoming amendments to IFRS and impact of Pillar 2 on the Group.

84 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Audit and Risk Committee continued

External audit

The Committee reviewed the quality of the external audit and provided oversight in relation to the external auditor’s

relationship with the Group including agreeing the external auditor’s terms of engagement and monitoring the

independence and objectivity of the external auditor, Deloitte.

In November 2023, the Committee also discussed the FY23 external auditor’s report to the Committee with Deloitte,

considering their findings, conclusions and the recommendations arising from their work. It also reviewed and agreed

the Letter of Representation with the external auditor.

Progress on the implementation of the recommendations from the external auditor and updates to internal controls

formed part of the management reports to the Committee during FY24.

The Committee met with Deloitte in January, May and September 2024 to consider and challenge the scope of the

annual FY24 external audit plan, which was set taking into consideration the nature of risks to, and the strategy of,

the Group.

Directors’

compliance

statement

The Committee reviewed the appropriateness of the Directors’ Compliance Policy Statement and also considered

reports from senior management in respect of the compliance structures and arrangements in place for the year

under review to ensure the Company’s material compliance with its relevant obligations. Following the review,

as well as a review of the report from the Internal Audit function in respect of the compliance structures and

arrangements, the Committee confirmed to the Board that, in its opinion, the Company is in material compliance

with its relevant obligations.

Going concern

and viability

statement

The Committee’s role, as delegated by the Board, is to carry out an assessment of the adoption of the going

concern basis of accounting and report to the Board accordingly. The Committee challenged and scrutinised

management’s detailed assessment of the Group’s going concern model, including examining and challenging the

underlying assumptions and analysis presented in support of the going concern statement. Financial models based

on a number of scenarios which included under-delivery of certain of the Group’s strategic plans were considered

by the Committee along with an assessment of the borrowing facilities available. Further information is set out on

pages 56 and 128.

For the purpose of the viability statement, the Committee’s role, as delegated by the Board, is to review the

underlying processes and key assumptions underpinning the viability statement and report to the Board

accordingly. The Committee reviewed management’s work in assessing the Group’s current position and

potential risks facing the Group, including sensitivity analysis of risks having potential to impact on the Group’s

viability, including further under-delivery of the Group’s strategic plans, the loss of a significant customer, and

near-term climate-related risks, and the Group’s ability to meet its liabilities in the medium-term, as well as the

appropriateness of the Group’s choice of a three-year assessment period. Following this review, the Committee

was satisfied that management had conducted a robust assessment of the Group’s emerging and principal risks

and recommended to the Board that it approve the viability statement, as set out on page 56.

Monitoring the integrity of the FY24 Financial Statements including significant judgements and formal announcements relating to the Group’s

financial performance:

• we reviewed the appropriateness of Group accounting principles, practices and policies and monitored changes to, and compliance with,

accounting standards;

• we reviewed the Half Year and Full Year Results Statements for FY24. Before recommending their release to the Board, we compared the

results to management accounts and budgets, focusing on key areas of judgement, and also discussed the statements with the external

auditor; and

• we reviewed, prior to making recommendations to the Board, the Annual Report and Financial Statements for the year ended

27 September 2024.

In undertaking our review, we challenged management and discussed with the external auditor the significant judgements and estimates that

had been applied. These were:

Goodwill

The Group had goodwill of £447.3m at 27 September 2024 as set out in Note 12 to the Group Financial Statements.

Management’s judgement is required in testing the carrying value of goodwill for impairment when comparing

the value in use of the cash generating unit to the carrying value. The value in use was calculated using cashflow

projections based on the Group’s approved budget and strategic plans which were then projected out to

perpetuity. The Committee considered the methodology applied and the key assumptions used in the assessment,

which included future profitability, terminal growth and discount rates and the sensitivities performed on those

assumptions. The Committee was satisfied that there was sufficient headroom and that no impairment was required.

85Strategic Report | Directors’ Report | Financial Statements | Other Information

Accounting

for exceptional

items

The Group accounting policy sets out the items that the Group believes are appropriate to disclose separately as

exceptional items. Management’s judgement on whether an item should be classified as exceptional is presented

to the Committee as part of the papers provided to the Committee on significant judgements and estimates. The

Committee challenges management on the disclosure of items as exceptional from a qualitative perspective and

quantitative perspective. From a quantitative perspective, this now also includes a de minimus threshold that the

Committee has set to challenge whether it is appropriate for a new amount to be disclosed as exceptional. In FY24,

management presented £0.2m relating to a disposal of non-core property as exceptional which was below the

de minimus threshold. However, a revaluation of the property was recorded in exceptional in the prior year and

therefore, it was appropriate to present the disposal as exceptional in FY24 also for consistency purposes in line

with the Group’s accounting policy for exceptional items. The Committee was satisfied that the costs that were

identified as exceptional in FY24 are appropriate to be presented as exceptional in the FY24 Financial Statements.

Taxation

Provisions for current and deferred taxation require judgement, including where the treatment of certain items

may be the subject of debate with tax authorities. The Committee received updates relating to both the half-

year and FY24 accounting judgements and estimates around the Group’s tax profile, including Pillar 2, provisions

and recoverability of deferred tax assets. The Committee considered the appropriateness of the provisions and

recoverability of deferred tax assets and the supporting information provided by management. The Committee was

satisfied that the accounting and disclosures relating to taxation are appropriate in the FY24 Financial Statements.

Provisions

The Group has provisions for lease obligations, remediation and closure, reorganisation and other provisions

for potential litigation and warranty claims. The primary reason for the movement in the provisions was the

utilisation of the remediation and reorganisation provisions through settlement in FY24. Following discussions with

management, the Committee was satisfied with the completeness and classification of the provisions for FY24.

Greencore

Group plc

investment in

subsidiaries

(Company only)

The Company has an investment in subsidiary undertakings of £765.1m. While performance across the Group

improved significantly, it continues to be a key judgement due to reorganisations that occurred in certain

subsidiaries during FY24. Management performed a review of the recoverability of the Company’s investment in

subsidiaries by performing the carrying value of its investments with its recoverable amount to determine whether

an impairment was required. On the basis of this analysis, the Committee was satisfied that no impairment of the

Company’s investment in subsidiaries was required.

Retirement

benefit

obligations

The Group had recorded net retirement obligations of £14.8m at 27 September 2024 as set out in Note 24 to the

Group Financial Statements. While the Group has taken steps to de-risk the retirement benefit obligations, the

calculation of, and accounting for, retirement benefit obligations involve assessments made in conjunction with

independent actuaries and are therefore subject to estimation. Management prepared an accounting paper on the

underlying assumptions and discussed them with the Committee. The Committee was satisfied that the estimates

made are appropriate at 27 September 2024.

In FY23, following input from management,

the Committee determined it to be

appropriate that going concern no longer

be considered a significant judgement, and

the Committee remained comfortable with

this position during FY24 as a result of the

Group’s continuing improved performance,

future forecasts and the new £350m

revolving credit facility.

Fair, balanced and understandable

assessment

Each year, in line with Provision 25 of the 2018

UK Corporate Governance Code (the ‘Code’)

and the Committee’s Terms of Reference,

the Committee is asked by the Board to

consider whether or not, in its opinion, the

Annual Report and Financial Statements are

fair, balanced and understandable (‘FBU’) and

whether or not it provides the information

necessary for shareholders to assess the

Group’s position and performance, business

model and strategy.

There is an established process in place

to support the Committee in making this

assessment. The main elements of this

process are:

• an internal FBU Group comprising senior

management from Finance, Legal and

Strategy considered the draft FY24 Annual

Report and Financial Statements focusing

on a number of ‘key areas of focus’ as

outlined below;

• a sub-committee of the Board was

formed to complete reviews of the

Annual Report and Financial Statements;

• at the November meeting, the FBU

Group reported its observations and

conclusions, including supporting

evidence, to the Committee; and

• the Committee considered the processes

and controls involved in preparing

the FY24 Annual Report and Financial

Statements and discussed the findings

of the FBU Group, as well as the

observations of individual Committee

members, and the external auditor.

Following its review this year, the Committee

concluded that it was appropriate to confirm

to the Board that the FY24 Annual Report

and Financial Statements were fair, balanced

and understandable and provided the

information necessary for shareholders to

assess the Group’s position, performance,

business model and strategy. The FBU

statement appears on page 111 of the

Directors’ Report.

The ‘key areas of focus’ included ensuring

that:

• the overall message of the narrative

reporting is consistent with the Financial

Statements;

• the overall message of the narrative

reporting is appropriate, in the context

of the industry and the wider economic

environment;

• the FY24 Annual Report and Financial

Statements are consistent with messages

already communicated to investors,

analysts and other stakeholders;

• the FY24 Annual Report and Financial

Statements, taken as a whole, are

internally consistent and understandable;

• the Chair’s statement and CEO’s review

included a balanced review of the Group’s

performance and prospects, and of the

industry and market as a whole;

• any summaries or highlights are balanced

and reflect the position of the Group

appropriately; and

• examples are of strategic importance

and do not over-emphasise immaterial

matters.

86 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Audit and Risk Committee continued

Risk management and internal controls

The Board has overall responsibility for

monitoring and reviewing the effectiveness

of the Group’s system of internal controls

and risk management and determines our

strategic approach to risk. The Board’s

approach to risk management is set out in

the Risks and risk management section of

this Annual Report on pages 44 to 55. The

Committee reviews the effectiveness of the

system and ensures that there is a process in

place for identifying, evaluating and managing

the significant risks to the achievement of the

Group’s strategic objectives.

Under Irish company law (Section 327(1)-(b)

of the Companies Act 2014) and Provision

28 of the Code, the Directors are required to

give a description of the principal risks and

uncertainties which the Group faces. The

principal risks and uncertainties identified

are set out on pages 44 to 55 and form

part of the Directors’ Report. The principal

risks facing the Group include people

risks, operational risks, strategic risks and

commercial risks.

Whilst the Board as a whole is responsible

for the Group’s system of internal controls,

it has delegated responsibility for monitoring

the effectiveness of the Group’s risk

management and internal controls systems

to the Committee. The Committee has

conducted a review of the effectiveness of

the Group’s risk management and internal

controls systems, including those relating

to all material controls including financial,

operational and compliance controls, the

risk management system and the financial

reporting process. The Committee oversees

a risk-based Internal Audit programme,

including periodic audits of the risk

processes across the Group.

To monitor the effectiveness of the risk

management system, and satisfy itself that

the quality, experience and expertise of the

function is appropriate for the business of

the Group, the Committee also includes risk

deep-dives on its meeting agenda, covering

key risk areas across the Group, and receives

reports on the efficiency and effectiveness

of internal controls. Each of the individual

areas of the business and functional

management teams oversee the process

through which principal and emerging risks

and uncertainties relating to their part of the

business are identified.

During FY24, the Committee reviewed

reports from the ROC, which provide

oversight of the suitability and effectiveness

of the Group’s risk management systems,

including the risk management policy,

protocols and governance. In addition, the

ROC reviews and considers emerging risks

which may impact the Group in the future.

Risks identified and associated mitigating

controls are subject to review by the Board

and the Committee on a regular basis.

The process for identifying, evaluating and

managing risk has been in place throughout

FY24. This system of internal controls is

designed to manage and mitigate, rather

than eliminate, the risk of failure to achieve

business objectives. The internal controls

systems can only provide reasonable

assurance, rather than absolute assurance,

against material misstatement or loss.

Our internal controls and risk oversight

are monitored and continually improved to

ensure their compliance with the Financial

Reporting Council Guidance on Risk

Management, Internal Controls and Related

Financial and Business Reporting.

In analysing and reviewing risks, the

Committee and the Board consider the:

• nature and extent of the risks, including

a robust assessment of the principal and

emerging risks facing the Group;

• extent and categories of risks regarded

as desirable or acceptable for the Group

to bear;

• likelihood of the risk concerned

materialising and the impact of associated

risks materialising as a consequence;

• Group’s ability to reduce the incidence

and impact on its business of risks that

do materialise;

• operation of the relevant controls and

controls processes;

• costs of operating particular controls

relative to the benefits in managing

related risks; and

• Group’s risk culture.

The key elements of the Group’s system of

internal controls are as follows:

• clearly defined organisation structures

and lines of authority, including delegated

authorities;

• corporate policies for financial reporting,

treasury and financial risk management,

information technology and cyber

security, project appraisal, capital

expenditure, health and safety, food

safety and corporate governance;

• annual budgets and strategic business

plans for the Group, identifying key risks

and opportunities;

• monitoring of performance against

budgets and forecasts and reporting

to the Directors on a regular basis;

• the Internal Audit function which

independently reviews key business

processes and controls and their

effectiveness; and

• the Audit and Risk Committee, which

approves audit plans, monitors

performance against plans and deals with

significant control issues raised by Internal

Audit or the external auditor.

The preparation of financial reports is

managed by the Group Finance team.

The Group financial reporting process is

controlled using the Group accounting

policies and reporting systems. The Group

Finance team provides guidance on the

preparation of financial information.

Details of the Group’s hedging and financial

risk management policies are set out in Note

21 and 22 to the Group Financial Statements,

respectively. Details of the Group’s financial

Key Performance Indicators (‘KPIs’) are set out

on pages 36 and 37. These disclosures form

part of the Directors’ Report.

During the year, Finance Internal Controls

coordinated the Finance Internal Controls

Questionnaire, a self-assessment by senior

management on the effectiveness of key

controls. The purpose of this questionnaire

is for management to identify any controls

weaknesses, which are subsequently

addressed. This year’s self-assessment

focused particularly on internal controls over

financial reporting and the awareness of

senior management of policies in operation

within the Group. The results of the Finance

Internal Controls Questionnaire is used as

one of the inputs into the Finance Internal

Control team’s plan for FY25, alongside a

Group Risk and Control Matrix and results

from FY24 areas of focus.

Finally, the Directors, through the use of

appropriate procedures, systems and the

employment of competent personnel, have

ensured that measures are in place to secure

compliance with the Company’s obligation to

keep adequate accounting records, which are

kept at the registered office of the Company.

Whistleblowing arrangements

Throughout the year, the Committee

reviewed the Group’s mechanisms for

colleagues and third parties to confidentially

and, if desired, anonymously report concerns

related to legal, regulatory, ethical, and

other risk-related issues. The Committee

received comprehensive reports detailing

all concerns raised, whether through the

Group’s whistleblowing hotline and website,

branded as ‘Speak Up!’, or via other direct

channels such as email correspondence

to the Company. The ‘Speak Up!’ hotline

is managed by an independent, external

provider, offering multilingual support and

round-the-clock availability, accessible 24/7

via phone at no cost or through a dedicated

web portal.

87Strategic Report | Directors’ Report | Financial Statements | Other Information

The Committee analysed the reported

concerns by examining various dimensions,

including location, nature of the concern,

investigative process, and outcomes of the

investigations. This review also considered

any corrective actions implemented to

strengthen internal controls or processes

based on lessons learned.

These arrangements are supported by the

Group’s Speak Up Policy and the Code

of Ethics and Business Conduct. Over

the past year, enhancements were made

to internal reporting mechanisms and

procedures. Awareness efforts included

distributing ‘Speak Up!’ posters across

all Greencore sites, sending targeted

email communications to managers,

and delivering in-person presentations

to management teams in high-risk areas.

Furthermore, updates were made to the

contact website and all whistleblowing-

related materials, such as training content

and intranet resources, to align with the new

‘Speak Up!’ branding. New employees are

also introduced to the ‘Speak Up!’ framework

as part of their onboarding process.

The Group remains fully committed to

ensuring that all concerns raised are

thoroughly and appropriately investigated,

regardless of the reporting method used.

External audit

The Committee, on behalf of the Board,

is responsible for the relationship with the

external auditor and for monitoring the

effectiveness and quality of the external

audit process. The assessment of the

external audit forms an integral part of the

Committee’s activities. The Committee

evaluates the effectiveness of the external

audit through an assessment of external and

internal factors, taking into consideration

the Group’s business model and strategy,

business risks, and its perception of the

reasonable expectations of the Group’s

stakeholders. Following a formal audit tender

process conducted in FY17, Deloitte was

appointed as the Group’s external auditor

and FY19 was the first year of the Deloitte

external audit. The lead partner for the

audit of the Group’s Financial Statements in

respect of FY24 is Kevin Sheehan who has

held this role since FY21.

In November 2024, in advance of the

finalisation of the Group’s FY24 Annual

Report and Financial Statements, the

Committee received a report from Deloitte

on its key audit findings, including the

key risk areas and significant judgements.

In addition, the Committee considered

the Letter of Representation and the

management letter with the external auditor.

Effectiveness

During FY24, the Committee reviewed and

assessed the quality and effectiveness of

the FY23 external audit process based on

evidence obtained throughout the financial

year by reference to the scope of the audit

work undertaken, monitoring performance

against the agreed audit plan, presentations to

the Committee, feedback from management

involved in the audit process, and separate

review meetings held without management.

The Committee also considered the

experience and knowledge of the external

audit team and the results of post-audit reviews

with management and the Committee.

Overall, the Committee remained satisfied

with the effectiveness of Deloitte based on

its expertise having considered the audit

team, their approach, lines of enquiry and

robust challenge. Following this review, the

Committee concluded that the external

audit was effective and was satisfied with the

level of services provided by Deloitte. The

Committee regularly meets with the external

auditor, absent management, to discuss any

issues the external auditor may wish to raise

directly with the Committee.

Independence

To safeguard the external auditor’s

independence and objectivity, the

Committee takes into account the

information and assurances provided by

the external auditor confirming that all of

its network firms and engagement team

members are independent of the Group. Two

separate policies are in place to safeguard

the external auditor’s independence

and objectivity. One policy sets out

comprehensive procedures surrounding

the provision of non-audit services by the

external auditor. The procedures are also set

out in the Committee’s Terms of Reference.

In line with that policy, the Committee

reviewed the level of fees incurred during

FY24 for the provision of non-audit services.

During FY24, Deloitte provided limited

sustainability assurance services on green

loan KPI targets. Deloitte also provided

Independent Person Reports in conjunction

with Summary Approval Procedures

completed under the Irish Companies Act

2014 by subsidiary companies in the Group.

The external auditor’s fees for those non-

audit services equated to c.4% of the overall

external audit fee.

The Committee was satisfied that the work

was best handled by the external auditor

because of its knowledge of the Group and

the services provided did not give rise to

threats to independence. No further non-

audit services were provided by Deloitte.

See Note 13 to the Company Financial

Statements on page 176.

The second policy restricts the Group from

hiring key members of the external audit

team for a specified period of time post

their employment with the external auditor.

In addition, any offer to a former employee

of the audit firm must be pre-approved by

the Committee where the offer is made

in respect of a senior executive position.

Both policies are circulated to management

regularly and reviewed annually by the

Committee. No former employees of

Deloitte to whom the policies would apply

were hired by the Group during FY24.

Based on our review of the services provided,

and discussion with the lead audit partner,

the Committee is satisfied as to the external

auditor’s effectiveness, independence and

objectivity, and, accordingly, it is intended

that an advisory resolution will be put

to the shareholders at the forthcoming

Annual General Meeting in 2025 in relation

to the continuation in office of Deloitte as

external auditor.

Committee effectiveness

During FY24, an external evaluation of the

operation, performance and effectiveness

of the Committee was facilitated by Nasdaq.

The evaluation was conducted by way of

one-to-one conversations between the

Committee Chair and each of the members,

supported by an analysis of how the

Committee was performing against key areas

of its Terms of Reference. The outcome of

the external evaluation was reviewed and

discussed at a meeting of the Committee

in September 2024. The review confirmed

that the Committee continues to operate

effectively and efficiently and has the skills

and expertise required to perform its role

appropriately. The Committee agreed

to continue its focus on risk matters and

internal controls for FY25 as well as Making

Business Easier in recognition of the scope

and importance of the project.

I would like to extend my thanks to my

Committee colleagues for their work and

support during the year. The Committee will

continue to provide quality disclosures on

its activities.

Alastair Murray

On behalf of the Audit and Risk Committee

2 December 2024

88 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration

Dear Shareholder,

On behalf of my colleagues on the

Remuneration Committee (the ‘Committee’)

and the Board, I am pleased to present

the Committee’s Report on Directors’

Remuneration which comprises the Annual

Report on Remuneration for the financial

year ended 27 September 2024 (‘FY24’) and

our Remuneration at a Glance section on

pages 90 to 93.

Our Remuneration Policy (the ‘Policy’) is not

reproduced in this report but can be found

on our website at www.greencore.com/

investor-relations/governance/. While the

UK Directors’ Remuneration Reporting

Regulations (the ‘Regulations’) do not apply

to Greencore, we make disclosures in the

interests of good governance. In accordance

with the three-year timeframe set out in the

Regulations, the Policy was put forward and

approved by 96.55% of our shareholders at

our January 2023 AGM by way of an advisory

vote and will apply for three years.

Following a significant amount of change in

FY23, in FY24 we welcomed the arrival of our

new CFO, Catherine Gubbins, to the Group.

I previously noted that with the refocus on

the UK market and our core businesses, it

was appropriate to reset Executive Director

remuneration to reflect the changed

operations of the Group, with Chair, CEO

and CFO remuneration subsequently set

at reduced levels versus their respective

predecessors. The Committee reserves

the ability to reconsider Executive Director

remuneration in light of changes to its

operations, scale and market capitalisation

in particular. Such decisions will be

transparently disclosed to shareholders.

We also note that the Policy will be up for

review during FY25. We plan to consider

its suitability in light of such changes to the

Group and consult with our shareholders

and other stakeholders before putting

it forward for approval at the January

2026 AGM.

Executive Director changes in FY24

On 6 February, Catherine Gubbins joined

the Group as Executive Director and CFO.

Catherine’s annual base salary was set

at €400,000 on appointment. For FY24,

Catherine was eligible to receive a pension

contribution of 8% of salary, in line with the

pension contribution currently available to

the majority of the wider colleague base.

Catherine was also eligible to receive a

performance-related bonus of up to 120% of

salary, a FY24 PSP award with a face value of

150% of salary (within the Policy maximum

of 200% of salary) and received a buy-out

award to cover bonus forfeited on leaving

her previous employer.

Overall performance and context

Dalton Philips, together with Catherine

Gubbins and the rest of the Group Executive

Team, have delivered a very strong

performance in FY24, notwithstanding the

continued inflationary and challenging

cost environment for consumers and other

stakeholders. In evaluating remuneration

outcomes, the Committee was pleased to

note the improved shareholder experience.

Remuneration in FY24

Annual Bonus Plan (‘ABP’)

The FY24 ABP was based 50% on Adjusted

Operating Profit (‘AOP’), 25% on Free Cash

Flow (‘FCF’) and 25% on collective strategic

objectives. Notwithstanding the challenging

operating environment coming out of FY23

and heading into FY24, with the carryover of

high inflation levels and poor weather, the

Group delivered both a very strong Adjusted

Operating Profit and Free Cash Flow outturn,

exceeding the maximum performance levels

set at the start of the year.

Executive Directors’ collective strategic

objectives focused on strategy, portfolio

execution and the launch of the Group’s

multi-year transformation programme

Making Business Easier, but also importantly

the Group’s key pillars of sustainability,

talent, inclusion and diversity. While some

challenges were experienced in relation to

delivery against certain of the sustainability

objectives, performance was considered to

be strong and the Committee assessed the

overall ABP payout for Dalton Philips and

Catherine Gubbins to be 95.7% of maximum.

As noted last year, Catherine Gubbins’ ABP

award will be pro-rated for time served in

FY24 and further details are set out on pages

95 to 97.

Report on

Directors’

Remuneration

“While acknowledging the challenging

environment in which the Group has

operated, the Committee commends

the Group Executive Team on its very

strong performance during the year.”

89Strategic Report | Directors’ Report | Financial Statements | Other Information

Performance Share Plan (‘PSP’)

The FY22 PSP awards were based on a

three-year performance assessment from

FY22 through FY24, measuring cumulative

Adjusted Earnings per Share (‘Adjusted

EPS’), Return on Invested Capital for FY24

(‘FY24 ROIC’) and Total Shareholder Return

relative to our sector peers (‘Relative TSR’).

While the Adjusted EPS target was not met,

the FY24 ROIC target was partially met,

and furthermore, the Group placed in the

top quartile on the Relative TSR measure,

resulting in an overall vesting outcome of

50.3% of maximum.

Remuneration in FY25

As noted above, the Committee considers

the Policy approved by shareholders at the

2023 AGM to be appropriate in supporting

the Group’s strategy this year. In considering

Executive Director remuneration for FY25,

the Committee remained mindful of the

broader context (including external market

conditions and the Group’s operating

environment) in addition to the Group’s

internal pay policies and practices. With one

eye on the renewal of the Policy from FY26,

the Committee will consult with stakeholders

and propose such changes as it considers

appropriate to ensure the renewed Policy

remains aligned with shareholders’ interests

and reflects not only evolving best practice

and regulatory developments but also

changes to the scale and operations of

the Group.

Salary

Following a review of relevant market data,

we have agreed an increase in salary for

the CEO and CFO of 3.25%. This increase

is effective from 1 October 2024 and will

be lower than the average increase to be

awarded across the wider workforce which

will be determined in January 2025.

Annual Bonus Plan

The ABP opportunity remains unchanged

at 150% of salary for the CEO and 120% of

salary for the CFO. The financial element

of the ABP (75% of the opportunity) will

remain based on a combination of Adjusted

Operating Profit (weighted 50%) and

Free Cash Flow (weighted 25%), with the

remaining 25% of the opportunity linked to

collective strategic objectives. For FY25, this

element will continue to include objectives

linked to our Sustainability Strategy and

inclusion and diversity. Performance for each

element will be measured over the full year.

The targets and the associated outturn will

be disclosed in the FY25 Annual Report on

Remuneration, in line with prior practice.

Performance Share Plan

The Committee has considered and

determined that an increase to the CEO’s

FY25 PSP award opportunity (from 175% to

200% of salary) is appropriate. This increase

reflects the CEO’s strong contribution since

joining Greencore. It also is within the Policy

maximum and strengthens the alignment of

CEO remuneration to the long-term interests

of shareholders. The FY25 PSP opportunity

remains unchanged at 150% of salary for the

CFO. Vesting will be based on performance

over the three-year performance period

against four measures in each case. The

measures employed for the FY24 awards,

i.e. Adjusted EPS, Relative TSR (against our

tailored comparator group), and ROIC will

be retained, however a modest weighting on

carbon reduction has also been introduced

for the first time. The targets for the FY25

award are disclosed on page 100.

Pension

Pension contributions, at 8% of base salary

for the Executive Directors, remain in line

with rates available to the majority of the

wider workforce.

Concluding remarks

Following the significant changes during

FY23, FY24 has been a year of very strong

performance against a challenging

environment and the Committee commends

the Group Executive Team on its performance

during the year.

The Committee believes that its approach to

remuneration in FY24 and for FY25 supports

the continued objective of driving the

Group’s performance while recognising the

wider stakeholder experience, and I hope

our efforts will be reflected in your support at

the 2025 AGM. As noted, with our Policy due

for renewal during FY26, we look forward to

engaging with stakeholders in relation to this

in due course.

Finally, I would like to thank my fellow

members on the Committee and the wider

Board for their valuable contribution to the

remuneration agenda during FY24.

Linda Hickey

On behalf of the Remuneration Committee

2 December 2024

Business performance

highlights

• Group reported revenue of

£1,807.1m with LFL volume

growth of 0.5%.

• Adjusted Operating Profit up

27.8% to £97.5m with Adjusted

Operating Margin of 5.4%.

• Adjusted EPS of 12.7 pence, a 37%

increase on prior year.

• In FY24, the Group had returned

a further €49.4m to shareholders

up to 27 September 2024 in the

form of a share buyback.

Our delivery vans

90 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

The purpose of this section is to provide an overview of the Group’s performance in FY24, as well as the remuneration received by our

Executive Directors. Full details can be found in the Annual Report on Remuneration on pages 94 to 103.

Remuneration principles

The following principles are drawn from Provision 40 of the 2018 UK Corporate Governance Code (the ‘Code’) and remain the Committee’s

framework to guide remuneration decisions:

Principle/Provision 40 pillar In action

Alignment and fairness

– alignment to culture

• Linking variable remuneration to key pillars of success for Greencore;

• Applying the same high-level remuneration principles consistently to all colleagues across the Group;

• To the extent possible, offering share plans to all eligible colleagues;

• Operating shareholding guidelines (including for a period post-employment), bonus deferral and a

post-vesting holding period for Executive Directors’ PSP awards to ensure alignment with shareholders

and long-term performance; and

• Keeping shareholder value creation and the stakeholder context in sharp focus.

Pay-for-performance

– risk

– predictability

– proportionality

• Setting targets that are appropriately stretching and vesting levels that are reflective of the shareholder

experience;

• Avoiding reward for mediocre performance and ensuring the opportunity is clearly defined and

disclosed; and

• Ensuring strategic objectives are defined, align to both the Group’s strategy and risk appetite, are

accurately assessed and clearly communicated.

Transparency and simplicity

– clarity

– simplicity

• Communicating clearly and effectively all decisions to shareholders through shareholder engagement

in the Annual Report on Remuneration; and

• Using a simple incentive structure based on measures that are central to our strategy and business

model.

FY24 remuneration outcomes

FY24 Annual Bonus Plan

The annual bonus for FY24 was based on a financial element (weighted 75% of the bonus) and collective strategic objectives (weighted 25% of

the bonus). The maximum annual bonus opportunity in FY24 was 150% of basic salary for the CEO and 120% of basic salary for the CFO.

The financial performance targets and actual performance outcomes for FY24 are set out in the table below. Further details on the

achievement of collective strategic objectives are set out on pages 96 to 97.

Performance targets

Measure

Weighting

(% of total)

Threshold

(0% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual FY24

outturn/

achievement

Resulting bonus

outcome

Adjusted Operating Profit 50% £82.8m £87.4m £96.6m £97.5m 50% out of 50%

Free Cash Flow 25% £54.4m £57.6m £63.6m £70.1m 25% out of 25%

Financial element 75% 75% out of 75%

Collective strategic objectives 25% See pages 96 and 97 for details 20.7% out of 25%

Discretion applied by the Committee n/a

CEO payout 95.7% out of 100%

(143.6% of salary)

CFO payout

95.7% out of 100%

(114.8% of salary)

1. Catherine joined the Group in February 2024 and accordingly, her bonus payment has been pro-rated for time served.

FY22 Performance Share Plan (‘PSP’)

The FY22 PSP award was based on a three year performance assessment measuring Adjusted EPS, FY24 ROIC and Relative TSR from the grant

date of 6 December 2021. Over the period the Adjusted EPS target was not met, while the FY24 ROIC was partially met. Relative TSR was

assessed to be in the top quartile, resulting in 50.3% of the FY22 PSP award vesting. Dalton Philips and Catherine Gubbins did not participate

in the FY22 PSP, having joined the Group more recently.

Remuneration at a glance

91Strategic Report | Directors’ Report | Financial Statements | Other Information

Implementation of the 2023 Remuneration Policy in FY25

Element of pay Implementation for FY25

Fixed remuneration

Base salary Dalton Philips: €748,046 (a 3.25% increase).

Catherine Gubbins: €413,000 (a 3.25% increase).

Pension In line with the Policy, Dalton Philips and Catherine Gubbins will each

receive a pension contribution of 8% of salary, which is in line with the

pension contribution currently available to the majority of the wider

colleague base.

Benefits In line with the Policy.

Variable pay

Annual Bonus Plan and Deferred Bonus Plan (‘DBP’) 150% of salary for the CEO and 120% of salary for the CFO. The

performance measures for FY25 are: 50% Adjusted Operating Profit,

25% Free Cash Flow and 25% collective strategic objectives. 50% of

any bonus earned will be deferred into shares for three years under the

DBP, consistent with the Policy.

Performance Share Plan CEO – 200% salary

CFO – 150% salary

PSP awards will be based on three-year performance against four

performance measures: Cumulative Adjusted EPS (32.5%), ROIC

(32.5%), Relative TSR versus a bespoke group of sector peers (30%), and

Scope 1 and 2 Carbon Emissions Reduction (5%). PSP awards granted

to Executive Directors are subject to a three-year performance period

and an additional two-year holding period. Vested awards may not be

sold during the holding period except to cover tax liabilities.

Safeguards and risk management Malus and clawback provisions apply to the ABP and the PSP both prior

to vesting and for a period of two years post-vesting. This enables the

Company to withhold payment/vesting of any sums and/or recover

sums paid on the occurrence of specific trigger events, including but

not limited to misconduct, a material misstatement of the Company’s

audited results, a material failure of risk management, a material breach

of health and safety regulations, or serious reputational damage.

Remuneration opportunities in different performance scenarios

The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration opportunities in four

performance scenarios: minimum, on-target (i.e. in line with the Company’s expectations), maximum, and maximum plus 50% share price

appreciation, a scenario where 50% share price appreciation is included in the valuation of the PSP.

The potential remuneration opportunities are based on the 2023 Remuneration Policy, applied to the Executive Directors’ base salaries as at

1 October 2024 (or on appointment, if later).

Dalton Philips, CEO (€’000) Catherine Gubbins, CFO (€’000)

Minimum On-target Maximum Maximum+50%

€862

€1,797

€3,480

€4,228

1,000

500

1,500

2,000

2,500

3,500

3,000

4,500

4,000

100% 48%

21%

43%

53%

31%

32% 27%

25% 20%

€479

€882

€1,594

€1,904

Minimum On-target Maximum

Maximum+50%

500

1,000

1,500

2,000

2,500

3,000

18%

39%

49%

28%

31%

26%

100% 54% 30% 25%

Fixed pay Annual bonus Long-term incentive

The charts above exclude the effect of any Company share price appreciation except in the ‘maximum +50%’ scenario.

92 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

Remuneration at a glance continued

Assumptions

Performance scenario Includes

Minimum Salary, pension and benefits (‘fixed remuneration’)

No bonus payout

No vesting under the PSP

On-target Fixed remuneration

50% of maximum annual bonus payout (i.e. 75% and 60% of salary for

the CEO and CFO respectively)

25% of maximum vesting under the PSP (i.e. 50% and 37.5% of salary

for the CEO and CFO respectively)

Maximum Fixed remuneration

100% of maximum annual bonus payout (i.e. 150% and 120% of salary

for the CEO and CFO respectively)

100% of maximum vesting under the PSP (i.e. 200% and 150% of salary

for the CEO and CFO respectively)

Maximum +50% Fixed remuneration

100% of maximum annual bonus payout

100% of maximum vesting under the PSP, plus 50% share price

appreciation

Executive Director service contracts and policy on payments to Executive Directors leaving the Group

Dalton Philips’ service contract extends for an indefinite term, though is terminable by either the Company or Dalton upon 12 and six

months’ notice, respectively. The service contract of Catherine Gubbins extends for an indefinite term and may be terminated by either the

Company or Catherine upon a notice period of six months in either case. The service contracts make provision, at the Board’s discretion, for

early termination involving payment of salary and other emoluments in lieu of notice. Effective dates of current Executive Director service

contracts/commencement of role are as follows:

Executive Director Date of contract/commencement of current role

Dalton Philips 13 May 2022/26 September 2022

Catherine Gubbins 5 September 2023/6 February 2024

Full details on the Company’s policy on payment for Executive Directors leaving the Group is set out on pages 92 and 93 of the FY22 Annual

Report and Financial Statements.

Non-Executive Director letters of appointment

The Non-Executive Directors have letters of appointment, the terms of which recognise that their appointments are subject to the Company’s

Articles of Association and their services are at the direction of the shareholders. All Non-Executive Directors submit themselves for election

at the AGM following their appointment and, in line with the Company’s Articles of Association and the Code, each Director retires at each

subsequent AGM and offers himself or herself for re-election as appropriate.

Non-Executive Directors are not entitled to any payment in lieu of notice. The letters of appointment are available for shareholders to view at

the Company’s registered office during normal office hours.

The table below shows the appointment and expiry dates for the Non-Executive Directors:

Name Effective date of appointment Expiry of appointment

1,2

Linda Hickey 1 February 2021 30 January 2025

Alastair Murray 1 February 2023 30 January 2025

Anne O’Leary 1 February 2021 30 January 2025

Helen Rose 11 April 2018 30 January 2025

Harshitkumar (‘Hetal’) Shah 1 April 2023 30 January 2025

Leslie Van de Walle 1 December 2022 30 January 2025

1. In line with the Company’s Articles of Association and the Code, each year at the AGM of the Company each Director retires, and where appropriate offers himself or herself

for re-election.

2. Should the date of the AGM change, the expiry date of the appointment will change accordingly.

93Strategic Report | Directors’ Report | Financial Statements | Other Information

Consideration of wider employee views

In considering the remuneration arrangements for the Executive Directors, including base salary increases, the Committee is mindful

of the pay and employment arrangements of the wider workforce. As detailed in the remuneration principles set out above on page 90,

the Committee also factors in alignment with culture, particularly in the strategic goals set for Executive Directors, and the Committee

receives regular updates from the CEO and Chief People Officer on wider workforce matters. These include the Group-wide annual salary

review process, changes in National Living Wages rates, benefit, pension and variable pay arrangements for colleagues, and details of the

all-employee share schemes operated by the Company. Furthermore, the Board places great value on listening to colleagues’ views and

perspectives and has established multiple channels to ensure effective two-way engagement with our wider colleague base. Anne O’Leary,

our Workforce Engagement Director (and also a member of the Committee) has designated responsibility for engaging with colleagues and

bringing their voice into the boardroom. Anne has attended our colleague forum in FY24 and, following the results of our FY24 ‘People at the

Core’ survey (which demonstrated improved engagement outcomes since the previous survey), has spent time discussing the outcomes and

opportunities for improvement that we heard from our colleagues at Board level. Regular senior leadership calls also took place during FY24,

allowing time for business updates and open Q&A sessions where remuneration and employment matters were shared.

Consulting with shareholders

The Committee engaged with shareholders and proxy advisory firms when setting the framework for the 2023 Remuneration Policy and was

pleased by the strong support received at the 2023 and 2024 AGMs. Whilst no formal engagement activities took place in the current financial

year by the Committee, the Committee continues to respond to enquiries from shareholders as they arise and ensures open dialogue with

shareholders. The Committee will consult with shareholders during FY25 in connection with the next policy review, and we would anticipate

the next policy being put forward for approval at the 2026 AGM.

94 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

The following section sets out our Annual Report on Remuneration (‘Report’), outlining decisions made by the Committee in relation to

Directors’ remuneration in respect of FY24 and how the Committee intends to apply the 2023 Remuneration Policy (‘Policy’) for FY25.

The 2023 Remuneration Policy was approved by shareholders at the Company’s AGM on 26 January 2023 and this Annual Report on

Remuneration will be subject to an advisory shareholder vote at the AGM to be held on 30 January 2025. Where information has been

audited, this has been stated. All other information in this Report is unaudited.

Role of the Committee

The Committee’s collective role includes ensuring that the Group’s remuneration arrangements are aligned with the Group’s strategic

priorities. The Terms of Reference of the Committee include the determination of the remuneration packages for Executive Directors, the

General Counsel and Company Secretary, and other members of the senior management team, as well as fees for the Board Chair. The Board

Chair and the Executive Directors determine the fees for the Non-Executive Directors.

The Terms of Reference for the Committee are reviewed annually, are updated as appropriate and are available under the Governance section

of the Group’s website, www.greencore.com.

Committee membership

The Committee is currently comprised of three Non-Executive Directors, all of whom are considered by the Board to be independent:

Committee member Date appointed

Attendance at scheduled

Committee meetings

during FY24

Linda Hickey 1 February 2021 (appointed to the Committee and as Committee Chair on 1 February 2021) 3/3

John Amaechi 1 February 2023 (stepped down from the Committee on 25 January 2024) 1/1

Sly Bailey 1 February 2023 (stepped down from the Committee on 25 January 2024) 1/1

Alastair Murray 25 January 2024 2/2

Anne O’Leary 21 June 2022 3/3

John Amaechi and Sly Bailey stepped down from the Board and the Committee on 25 January 2024, with Alastair Murray joining the

Committee on that date. I would like to take this opportunity to thank Sly and John for their valuable contributions to the Committee.

Collectively, the Committee has extensive experience on remuneration-related matters, gained both from their executive careers and/or

from their experience on remuneration and compensation committees of other companies. Further details on the Committee members’

qualifications and experience are set out on pages 62 and 63. The General Counsel and Company Secretary or their nominee acts as

Secretary to the Committee. During the year, the CEO, CFO and Chief People Officer attended meetings at the invitation of the Committee

and provided information and support. No individual was present when their own remuneration was being discussed.

Committee effectiveness

A Committee review was undertaken as part of this year’s external evaluation conducted by Nasdaq. The Committee Chair and each of the

members followed up with one-to-one conversations discussing Nasdaq’s analysis of how the Committee was performing against key areas

of its Terms of Reference. The review confirmed that the Committee continues to operate effectively and efficiently and has the skills and

expertise required in order to perform its role appropriately.

Advisors

The Committee’s appointed independent advisors during the year were Ellason LLP (‘Ellason’). Ellason attends Committee meetings on an ad

hoc basis and provides advice on remuneration for Executive Directors, benchmarking analysis, and updates on market developments and

best practice. Ellason is a member of the Remuneration Consultants Group and adheres to its code of conduct. The Committee reviews the

performance of its advisors annually and is satisfied that Ellason provided independent and objective remuneration advice to the Committee,

noting that Ellason does not have any connections to Greencore or any individual Director. Services were provided on a time and materials

basis. The fees paid to Ellason in respect of work carried out for the Committee in the year under review amounted to £35,200. Ellason did

not provide any other services to the Group during the year.

Key activities during the year

During FY24, the Committee held three scheduled meetings and, as set out in the table above, Committee members attended all scheduled

meetings for which they were eligible to attend. The key activities and matters discussed at Committee meetings during FY24 included:

• reviewing the external remuneration landscape generally and considering best practice corporate governance;

• approval of opportunities/award levels and performance targets for the FY24 ABP and PSP awards;

• reviewing and approving performance and outturns under the FY23 ABP and Tranche 3 of the FY21 PSP (which lapsed in full during FY24);

• reviewing and approving the FY23 Report on Directors’ Remuneration;

• approving the remuneration arrangements for the incoming CFO;

• reviewing workforce remuneration structures, pensions and the salary review process;

Annual Report on Remuneration

95Strategic Report | Directors’ Report | Financial Statements | Other Information

• reviewing the UK ShareSave Scheme’s activities, and receiving status updates on the availability of such schemes in Ireland;

• incorporating environmental, social and governance (‘ESG’) objectives appropriately in the remuneration framework; and

• reviewing the Committee’s Terms of Reference and the Committee’s effectiveness (including the external evaluation of the Committee).

Shareholder voting

The table below shows the voting outcome of the resolutions proposed at the 2024 AGM and 2023 AGM in relation to the FY23 Annual Report

on Remuneration and the 2023 Remuneration Policy, respectively.

Resolution For Against Total votes cast Votes withheld

FY23 Annual Report on Remuneration 98.75% 1.25% 289,621,217 10,683

2023 Remuneration Policy 96.55% 3.45% 308,087,335 61,402

Single figure of total remuneration for Executive Directors (audited)

The following table sets out the single figure of total remuneration for Executive Directors for FY24 and FY23.

Salary

(‘000)

Pension

(‘000)

Benefits

(‘000)

Total

fixed

(‘000)

Annual

bonus

– cash

(‘000)

Annual

bonus –

deferred

award

(‘000)

PSP

(‘000)

Total

variable

(‘000)

Total

remuneration

(‘000)

Total fixed

vs. Total

remuneration

Total variable

vs. Total

remuneration

Dalton Philips FY24 €725 €58 €54 €837 €520 €520 – €1,040 €1,877 45% 55%

FY23 €700 €56 €54 €810 €431 €431 – €862

€1,672 48% 52%

Catherine

Gubbins

FY24 €261 €21 €61 €343 €134 €134 – €268

€611 56% 44%

FY23 – – – – – – – – – – –

1. Catherine Gubbins joined as Executive Director and CFO on 6 February 2024. Her FY24 remuneration relates to the period 6 February 2024 to 27 September 2024.

2. Benefits include car allowance as well as medical insurance. In the case of Catherine Gubbins, it includes the €40,000 one-off payment as disclosed in the FY23 Annual Report, in

recognition of the annual bonus forfeited on leaving her previous employer.

3. Dalton Philips was awarded an annual bonus of 95.7% of the maximum opportunity for FY24, of which 50% is to be deferred in shares for three years. Catherine Gubbins was awarded

an annual bonus of 95.7% of the maximum opportunity for FY24, pro-rated for time served and of which 50% is to be deferred in shares for three years.

4. Neither Dalton Philips nor Catherine Gubbins participated in the FY22 PSP grant.

Single figure of total remuneration for Non-Executive Directors (audited)

The following table sets out the single figure of total remuneration for Non-Executive Directors in FY24 and FY23.

Base fee Additional fees

Total fees

John Amaechi

FY24 €25,200 – €25,200

FY23 €78,000 – €78,000

Sly Bailey (Senior Independent Director)

1,2

FY24 €25,200 €5,331 €30,531

FY23 €78,000 €16,500 €94,500

Linda Hickey (Senior Independent Director and Chair of the Remuneration

Committee)

FY24 €78,000 €15,000 €93,000

FY23 €78,000 €12,000 €90,000

Alastair Murray (Chair of the Audit and Risk Committee) FY24 €78,000 €16,500 €94,500

FY23 €52,000 €11,000 €63,000

Anne O’Leary FY24 €78,000 – €78,000

FY23 €78,000 – €78,000

Helen Rose (Chair of the Sustainability Committee) FY24 €78,000 €10,000 €88,000

FY23 €78,000 €6,666 €84,666

Harshitkumar (Hetal) Shah FY24 €78,000 – €78,000

FY23 €39,000 – €39,000

Leslie Van de Walle (Board Chair and Chair of the Nomination

and Governance Committee)

FY24 €78,000 €172,000 €250,000

FY23 €65,000 €143,333 €208,333

1. John Amaechi and Sly Bailey stepped down from the Board and as Non-Executive Directors on 25 January 2024. John and Sly’s FY24 fees relate to the period from 1 October 2023 to

25 January 2024.

2. As set out in the 2023 Remuneration Policy, if a Non-Executive Director holds two additional roles, the additional fee is capped at the higher additional fee. Therefore, in FY24 the

additional fee payable to Leslie Van de Walle, Board Chair, was capped at his Board Chair fee. Sly Bailey’s FY24 fees relate to the period from 1 October 2023 through to the date she

stepped down from the Board and as Non-Executive Director on 25 January 2024. Until such date, Sly Bailey’s additional fee was capped at her fee for acting as Senior Independent

Director. Linda Hickey’s additional fee has been capped at her fee for acting as Senior Independent Director since her appointment on 25 January 2024.

96 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

Notes to the single figure table (audited)

Base salary

The FY24 salaries were €724,500 for Dalton Philips and €400,000 for Catherine Gubbins (which was pro-rated for the period Catherine joined

on 6 February 2024 to the end of FY24).

Pension

Dalton Philips and Catherine Gubbins received a pension contribution equivalent to 8% of salary, which remains in line with the contribution

to the majority of the wider colleague base. Catherine Gubbins’ pension contribution was pro-rated for the period served.

FY24 Annual Bonus Plan (‘ABP’)

The maximum bonus opportunity for Dalton Philips and Catherine Gubbins in FY24 was 150% and 120% of salary respectively. The annual

bonus is based on the achievement of stretching short-term financial targets (75% of maximum bonus opportunity) as well as collective

strategic objectives (25% of maximum bonus opportunity). The mix of measures reflects the Committee’s aim of providing an appropriate

balance between incentivising the achievement of key financial targets and specific strategic objectives.

Performance targets and outturns are set out below.

Group financial objectives FY24 (75% weighting)

Performance targets

1,2

Measure

Threshold

(0% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual outturn/

achievement

% payout of

bonus

Adjusted Operating Profit (50%) £82.8m £87.4m £96.6m £97.5m 100%

Free Cash Flow (25%) £54.4m £57.6m £63.6m £70.1m 100%

1. There is a straight-line scale between threshold and target, and between target and maximum.

2. Adjusted Operating Profit and Free Cash Flow are Group KPIs referred to as Alternative Performance Measures (‘APMs’). APMs are non-IFRS measures and are used to monitor the

performance of the Group’s operations and of the Group as a whole. Definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

The financial targets were set at the start of the financial year and were considered to be stretching, taking into account budget and broker

forecasts, the likely headwinds posed by the inflationary environment and cost-of-living factors.

FY24 Collective strategic objectives (25% weighting)

The table below describes the objectives set and the Committee’s assessment of these:

Met?

Objective(s) set No Partly Fully Commentary

Environmental, social and governance – ‘ESG’

(7.5%)

Achieve our FY24 phased ESG targets across

energy, water and food waste reduction,

consistent with our objectives and our 2030

sustainability targets.

Our performance-based sustainability targets were partially met

– the food waste reduction target was achieved in full, whilst

the energy and water use targets were not achieved. However,

there was significant progress made across the sustainability

programme in FY24. Key achievements included:

• Embedding of sustainability ownership into the business, with

multi-year roadmaps developed across our Better Future Plan

pillars (see page 19).

• Achieving significant improvement in sustainability data

across the business, enabling improved reporting and

governance.

• High levels of engagement from the Group Executive Team,

to drive progress forward, through sponsorship, monthly

roadmap reviews and upskilling sessions.

• Increased levels of capex allocated to energy projects.

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97Strategic Report | Directors’ Report | Financial Statements | Other Information

Met?

Objective(s) set No Partly Fully Commentary

Strategy and portfolio execution (7.5%)

Translate our top-down aspiration for improving

profitability and returns into bottom-up multi-

year plans that will deliver on our aspiration.

This objective was achieved in full, with multi-year plans

developed and launched for each category of the business to

deliver against financial aspirations in ‘Horizon 2’. In parallel,

a clear direction for longer-term growth under ‘Horizon 3’ has

also been set, with key stakeholders engaged successfully.

Key achievements included:

• In-year delivery against tailored and quantitative

improvement plans set for specific categories.

• Board strategy sessions to ensure alignment on overarching

ambition and category plans.

• Establishment of a cross-functional working team structure

and regular cadence of Executive engagement to ensure

progress is being delivered.

Making Business Easier programme (5.0%)

Establish a clear 3-5 year technology roadmap to

deliver improved efficiencies and effectiveness of

our business processes.

The Making Business Easier programme progressed from a

conceptual launch to the execution stage over the course

of FY24. This objective was partly achieved as the 3-5 year

roadmap was developed; however, further work is required to

fully embed the programme and a process ownership culture

within the organisation. Key achievements included:

• Alignment on a clear direction for fit-for-purpose technology

architecture and data structure.

• Development of the 3-5 year roadmap, with underlying

initiatives identified and prioritised.

• Resourcing against highest-priority initiatives, with execution

beginning in FY24.

• Creation of a suitable and comprehensive governance

framework, with key stakeholders identified and engaged

in the programme.

People at the Core (5.0%)

Ensure there is a clear and robust vision of our

people performance, talent and succession

plans. Actively monitor and reduce our colleague

turnover. Continue to track and progress our

diversity and inclusion milestones regarding

diversity, ethnicity and age.

Significant progress was made on the talent, diversity & inclusion

agenda during FY24. However, this objective was achieved only

in part, as gender-based targets at senior leadership levels were

not fully achieved. Key achievements included:

• 81% ‘sustainable engagement’ score achieved in FY24

Group wide ‘People at the Core’ survey. This represents a 5

percentage point increase versus the FY22 score. It is also 2

percentage points ahead of the UK National norm for other

businesses whose colleague survey is also handled externally

by Willis Towers Watson.

• Training of line managers in bias and ethical recruitment well

exceeded targets set for participation.

• Robust annual talent review completed and presented to the

Board, with development plans agreed for high-potential

colleagues.

• Employee turnover reduced to below target.

• Good progress towards diversity and inclusion milestones.

Total achievement 20.7% out of 25%

98 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

Outcomes and discretion

The Committee carefully assessed performance against the strategic measures set. As a result of the performance outcomes and the extent

to which these objectives were delivered, the Committee determined that this element should pay out at 82.7% (i.e. 20.7% of the maximum

bonus opportunity).

Overall, the formulaic assessment of targets result in a bonus payout of 95.7% of maximum for the CEO and CFO. In accordance with the

Policy, 50% of the bonus payable will be deferred into shares under the DBP.

The Committee then reviewed this outcome in the context of the Group’s underlying performance and the stakeholder experience more

generally. In determining that the formulaic outcome was appropriate (and that no exercise of discretion was necessary to adjust the ABP

payout for these broader considerations), the Committee took into account Greencore’s strong operational and commercial performance

against key elements of its strategy during the year, together with the positive shareholder experience. The Committee concluded that the

formulaic outcome appropriately reflected that good performance outcomes had been delivered, and that the right behaviours had been

demonstrated in doing so; not least alignment with our corporate values, and our remuneration principles of ‘pay-for-performance’.

Long-term incentives

FY21 (Tranche 3) and FY22 PSP awards

As Dalton Philips joined the Board at the end of FY22 and Catherine Gubbins in FY24, neither participated in the FY21 or FY22 PSP grants. The

FY21 PSP was split into three tranches and linked to absolute TSR performance. The third and final tranche of the FY21 PSP lapsed in January

2024. The FY22 PSP was based 1/3rd on cumulative Adjusted EPS (33-41p); 1/3rd on FY24 ROIC (10.7-13.0%) and 1/3rd on Relative TSR against

a bespoke group of sector peers (median to upper quartile). Cumulative Adjusted EPS over the three year performance period for the FY22 PSP

was 31.2 pence, FY24 ROIC was 11.5% and Greencore’s TSR was top quartile relative to the peer group. Overall, these performance outcomes

result in 50.3% of the FY22 PSP vesting to eligible participants.

FY24 PSP awards

Dalton Philips and Catherine Gubbins received awards under the FY24 PSP as set out in the table below.

Executive Director Date of grant

Number of

awards granted

Share price on

date of grant

Face value on

grant

Awards as % of

annualised salary Vesting date Holding period expiry

Dalton Philips 4 Dec 2023 1,113,693 £0.9835 £1,095k 175% 4 Dec 2026 4 Dec 2028

Catherine Gubbins 22 Mar 2024 458,085 £1.1187 £512k 150% 22 Mar 2027 22 Mar 2029

1. Calculated based on FY24 salary and the award level as a percentage of salary which has been converted into a number of shares using an average share price and exchange rate

for three days commencing 28 November 2023 in the case of Dalton Philips, and 18 March 2024 in the case of Catherine Gubbins. The exchange rate used for Dalton Philips was

€1:£0.8639. The exchange rate used for Catherine Gubbins was €1:£0.8541.

2. Average share price for the three days commencing 28 November 2023 for Dalton Philips and 18 March 2024 for Catherine Gubbins.

The performance measures are Adjusted EPS, ROIC and Relative TSR. Performance will be assessed over the period FY24 to FY26. Full details

of the performance targets are summarised below:

Measure

Weighting

(% of award)

Below threshold

(0% vesting)

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative Adjusted EPS (FY24 + FY25 + FY26) 1/3rd Below 32.8p 32.8p 36.5p

FY26 ROIC 1/3rd Below 11.8% 11.8% 13.7%

Relative TSR vs. bespoke group of sector peers

1/3rd Below median Median Upper quartile

1. A.G. Barr; Bakkavor; Britvic; C&C; Carr’s; Cranswick; Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group; and Tate & Lyle.

As in previous years, the Committee will consider the underlying financial performance of the business as well as the value added to

shareholders in adjudicating the final PSP vesting level.

In setting the Adjusted EPS and ROIC ranges, the Committee remained mindful about setting targets to be stretching (to reinforce alignment

with stakeholder interests and incentivise outperformance) as well as relevant and motivational in the context of the prevailing external market

environment. As in previous years, the Committee will review vesting levels at the conclusion of the performance period to ensure they reflect

the underlying performance of the business, the value added to shareholders and to avoid any undue windfall gains for participants. The

award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a two-year

holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting and for a period of two years post-

vesting, and vested awards may not be sold during the two-year holding period post-vesting except to cover tax liabilities.

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99Strategic Report | Directors’ Report | Financial Statements | Other Information

Deferred Bonus Plan (‘DBP’) awards granted in FY24

The following deferred bonus shares were awarded to Dalton Philips during FY24. The award relates to the bonus awarded for performance

during FY23.

Executive Director Date of grant

Number of

awards granted

Share price on

date of grant

Face value

on grant Vesting date

Dalton Philips 4 December 2023 378,609 £0.9835 £372k 4 December 2026

1. Calculated based on the euro value of 50% of the bonus earned for FY23, which has then been converted into a number of shares using an average share price of £0.9835 and

exchange rate €1:£0.8639 for the three days commencing 28 November 2023.

2. Average share price for the three days commencing 28 November 2023.

Payments for loss of office

No payments for loss of office were made during FY24.

Payment to past Directors

As previously disclosed, Emma Hynes stepped down as Executive Director and CFO on 31 May 2023, and left the Group on 28 January

2024. For the period of FY24 until her departure, Emma continued to receive salary, benefits and pension payments for the duration of her

contractual notice period in line with the 2023 Remuneration Policy (which totalled €259,564). Emma was treated as a good leaver in respect

of her outstanding PSP awards. The final tranche of the FY21 PSP lapsed in January 2024. As set out on page 98, the FY22 PSP will vest at

50.3%, equivalent to 168,923 shares after a pro-rata reduction to reflect time served. Emma retains an outstanding interest in the FY23 PSP

award, which will vest subject to performance in December 2025, again pro-rated for time served. The two-year post-vesting holding period

continues to apply to vested PSP awards. Please see page 101 of the FY23 Annual Report and Financial Statements for further details.

Implementation of the 2023 Remuneration Policy in FY25

Executive Director remuneration in FY25

A summary of how the 2023 Remuneration Policy will be implemented in FY25 is set out below.

Base salary

Following review, the Committee agreed that it would be appropriate to award a 3.25% salary increase to Dalton Philips and Catherine

Gubbins. This increase is effective from 1 October 2024 and will be lower than the average increase to be awarded across the wider workforce

(which will be determined in January 2025).

The FY25 salaries are as follows:

Executive Director Salary from 1 October 2024 Salary from 1 October 2023 Percentage increase

Dalton Philips €748,046 €724,500 3.25%

Catherine Gubbins €413,000 €400,000

3.25%

1. Salary was effective from the formal date of appointment to the Board on 6 February 2024.

Pension and benefits

Dalton Philips and Catherine Gubbins will receive a pension contribution of 8% of salary, which is in line with the pension contribution

currently available to the majority of the wider colleague base.

Annual Bonus Plan

The ABP will be based 75% on stretching financial performance targets and 25% on collective strategic objectives.

The financial performance element will be split between Adjusted Operating Profit (weighted 50%) and Free Cash Flow (weighted 25%). The

targets for FY25 have been set based on full year performance and have been set with reference to budget as well as broker forecasts and

other external considerations. The targets for FY25 are considered commercially sensitive and will be disclosed in full on a retrospective basis

in next year’s Annual Report on Remuneration.

The remaining 25% of the bonus is based on collective strategic objectives to help ensure a continued focus on the short-and medium-term

objectives that are most critical to the successful delivery of the strategy and long-term sustainable performance of the Group, including

objectives specifically linked to sustainability and inclusion and diversity.

The outcomes of both the financial and non-financial KPIs will be considered by the Committee when determining the overall level of bonus

payable, and the Committee retains discretion to adjust the outcomes to take into account the wider stakeholder context.

The maximum opportunity for FY25 remains unchanged at 150% of salary for Dalton Philips and 120% for Catherine Gubbins. A minimum of

half of any bonus will be deferred in shares, vesting after three years subject to continued employment. Both the cash bonus and deferred

share awards are subject to malus and clawback provisions.

100 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

Long-term incentive

Dalton Philips and Catherine Gubbins will receive awards in FY25 at 200% and 150% of salary, respectively. The performance measures will

continue to be Adjusted EPS, ROIC, Relative TSR, and additionally, from FY25, Scope 1 and 2 Carbon Emissions Reduction, as the Committee

believes these to be the most appropriate measures for the next three-year cycle of growth, returns in the business and meeting the Group’s

long-term sustainability targets. Performance will be assessed over the period FY25 to FY27. The Committee will also consider the underlying

financial performance of the business (as well as the value added to shareholders) in adjudicating the final overall PSP vesting level.

Measure

Weighting

(% of award)

Below threshold

(0% vesting)

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative Adjusted EPS (FY25 + FY26 + FY27) 32.5% Below 42.7p 42.7p 47.4p

FY27 ROIC 32.5% Below 13.8% 13.8% 15.4%

Relative TSR vs. bespoke group of sector peers

30.0% Below median Median Upper quartile

Scope 1 and 2 Carbon Emissions Reduction

(FY27 vs. FY24 baseline) 5.0% Less than 19.0% 19.0% 21.2%

1. Performance will be assessed over the period FY25 to FY27, relative to the following bespoke group of sector peers: A.G. Barr; Bakkavor; Britvic; C&C; Carr’s; Cranswick; Glanbia;

Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group; and Tate & Lyle.

The award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a

two-year holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting and during the holding period.

Vested awards may not be sold during the two-year holding period post-vesting except to cover tax liabilities.

Non-Executive Director fees in FY25

Non-Executive Director fees are determined by the Board Chair and the Executive Directors, with the exception of the fee for the Board

Chair, which is determined by the Committee. Basic fees shall not exceed the limit as set out in the Articles of Association and approved by

shareholders. The fees were reviewed in November 2024, having been last reviewed in 2021 (for Non-Executive Directors) and 2022 (for

the Board Chair), with an increase of 3.25% agreed in relation to the basic fee for Non-Executive Directors, the Board Chair’s basic fee and

additional fee, but all other additional fees remaining unchanged. The full year equivalent fees are set out in the table below:

FY24 FY23

Basic fee

Board Chair €80,535 €78,000

Non-Executive Director €80,535 €78,000

Additional fees

Board Chair €17 7,590 €172,000

Senior Independent Director €16,500 €16,500

Audit and Risk Committee Chair €16,500 €16,500

Remuneration Committee Chair €12,000 €12,000

Nomination and Governance Committee Chair €10,000 €10,000

Sustainability Committee Chair €10,000 €10,000

Relative importance of spend on pay

The table below illustrates shareholder distributions (i.e. dividends and share buybacks) and total employee pay for FY24 and FY23, and the

year-on-year change.

FY24

(£’000)

FY23

(£’000)

Percentage

change

Distribution to shareholders

49,400 26,200 88.5%

Total employee pay 415,200 398,600 4.2%

1. The Group did not pay dividends to shareholders in FY24. During FY24, the Company purchased a total of 35,038,763 Ordinary Shares (FY23: 33,382,718) under the share buyback

programmes in operation during FY24, returning a total of approximately £49.4m in cash to shareholders (FY23: £26.2m).

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101Strategic Report | Directors’ Report | Financial Statements | Other Information

Historical TSR performance and remuneration outcomes for the CEO

The graph below compares the Company’s TSR against the FTSE All-Share Index and the FTSE 250 Index over a period of 10 financial years

up to 27 September 2024. It reflects the change in a hypothetical £100 holding in shares. The FTSE 250 Index has been used to be consistent

with the approach used in previous years and as the Company has been a constituent of this index for much of the period under review. For

completeness, the FTSE All-Share Index has been shown to provide an alternative reference point.

£150

£50

£100

£200

Sep

£0

Greencore FTSE 250 Index FTSE All-Share Index

The table below illustrates the CEO’s single figure of total remuneration over the same ten financial year period to 27 September 2024.

Chief Executive Officer

FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24

Single figure (€’000) €5,038 €3,131 €1,670 €1,414 €2,453 €1,120 €1,166 €935 €1,672 €1,877

Annual bonus outcome 73% 83% 22% 18% 35% 0% 0% n/a 82% 96%

PSP vesting 92% 79% 35% 0% 50% 0% 0% n/a n/a n/a

1. FY15–FY21 relates to Patrick Coveney. For FY22 this represents remuneration paid to Patrick Coveney (until he resigned from the Company), Gary Kennedy in respect of his role as

Executive Chair and Dalton Philips (from appointment to the Board). Patrick Coveney, Gary Kennedy and Dalton Philips were not eligible to participate in the FY22 ABP and Patrick

Coveney’s in-flight PSP awards lapsed on his resignation from the Company (Gary Kennedy and Dalton Philips did not participate in the FY20 PSP). FY23 and FY24 remuneration

reflects that received by Dalton Philips.

External appointments

We recognise the opportunities and benefits both to the Company and to the Executive Directors of their serving as Non-Executive Directors

of other companies. Executive Directors are generally permitted to take on one non-executive directorship with another publicly listed

company or other significant commitment subject to the approval of the Board. Any fees arising from these or other appointments will

generally be retained by the individual.

CEO pay ratio

The table below shows the ratio of CEO pay for FY24 comparing the single total figure of remuneration for Dalton Philips (converted into GBP

using the average exchange rate for FY24 of €1: £0.8551), to the full-time equivalent total reward of those colleagues whose pay is ranked at

the 25th, 50th and 75th percentiles in our UK workforce.

The colleagues used to calculate the pay ratios were identified using our 2024 gender pay gap data (Option B). The colleagues at the 25th,

50th and 75th percentiles were identified as at 5 April 2024 and their salary and total remuneration were calculated in respect of the 12 months

ended 27 September 2024. This method is deemed the most appropriate methodology for the Group as it makes use of our gender pay data

which provided a readily available and robust dataset. The Committee is satisfied that these colleagues are representative of the relevant

percentiles across the organisation, as they represent the large majority of our UK workforce receiving basic pay, overtime, holiday pay and

employers’ pension contributions. The resulting pay ratios are set out on page 102:

Year Method 25th percentile 50th percentile 75th percentile

FY24 B 68:1 55:1 50:1

FY23 B 63:1 48:1 43:1

FY22 B 35:1 31:1 27:1

FY21 B 49:1 44:1 35:1

FY20 B 49:1 46:1 40:1

102 Greencore Group plc Annual Report and Financial Statements 2024

Report on Directors’ Remuneration continued

The table below provides the individual remuneration information in relation to our colleagues ranked at the 25th, 50th and 75th percentiles:

Year 25th percentile 50th percentile 75th percentile

FY24 Salary £22,857 £27,104 £31,541

Total pay and benefits £23,547 £29,041 £31,947

The Committee considers colleague pay levels and the resulting pay ratios as one of many reference points when reviewing executive

remuneration. The increase in CEO ratio reflects the positive outcome in the ABP as outlined on pages 96 to 97. The Committee expects the

pay ratio going forward to be driven by fluctuations year-on-year in the CEO single figure to reflect the outcomes of variable remuneration

components, the value of which is aligned to the sustainable, long-term success of the Company. However, the Committee will keep under

review the evolution of the pay ratio over future years in this context, to ensure it remains appropriate.

Outstanding share awards (audited)

Details of the Executive Directors’ existing share awards as at 27 September 2024 in the Company’s share schemes are set out in the table

below:

Date of grant

Number of

options/

awards at

start of year

Granted

during the

year

Vested/

exercised in

the year

Lapsed

during the

year

Number of

options/

awards at

year end

Market price

on date of

grant

Exercise

price

Earliest date

of exercise/

vesting

Expiry date/

holding

expiring

date

Dalton Philips

Deferred Bonus Plan

FY24 04.12.2023 – 378,609 – – 378,609 £0.98 – 04.12.26 04.12.26

Performance Share

Plan

FY24 04.12.2023 – 1,113,693 – – 1,113,693 £0.98 – 04.12.26 04.12.28

FY23 08.12.2022 1,548,767 – – – 1,548,767 £0.68 – 08.12.25 08.12.27

Catherine Gubbins

Performance Share

Plan

FY24 22.03.2024 – 458,085 – – 458,085 £1.12 – 22.03.27 22.03.29

1. For the purpose of Section 305 of the Companies Act 2014, the aggregate gain on the exercise of awards during the year ended 27 September 2024 was £Nil (FY23: £332,005 for a

past Director).

Statement of Directors’ shareholding and share interests (audited)

The Company has adopted Executive Director shareholding guidelines whereby all Executive Directors shall build a holding of shares in the

Company equal to 200% of base salary, typically over a five-year period commencing on the date of their appointment to the Board.

As referred to in the 2023 Policy, with effect from January 2020, Executive Directors are also subject to a post-employment shareholding

guideline. Executive Directors will normally be expected to maintain a holding of Greencore shares at a level equal to the lower of the in-post

shareholding guideline or the individual’s actual shareholding for a period of two years from the date the individual ceases to be a Director.

The specific application of this shareholding guideline will be at the Committee’s discretion.

There are currently no shareholding guidelines in place for Non-Executive Directors, however, all Non-Executive Directors are encouraged to

hold shares in the Company.

The table on page 103 shows the beneficial interests of Directors on 29 September 2023 and 27 September 2024 (including the beneficial

interest of their spouses, civil partners, children and stepchildren) in the Ordinary Shares of the Company, as well as unvested awards.

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103Strategic Report | Directors’ Report | Financial Statements | Other Information

Ordinary Shares

Held at

29 Sept 2023

(or date of

appointment

if later)

Held at

27 Sept 2024

(or date of

departure

if earlier)

Shareholding

requirement

as %

of salary

Shareholding

as %

of salary

Shareholding

requirement

met

Scheme

interests

subject to

deferral/

holding

period

Scheme

interests

subject to

performance

conditions

options

unvested

and not

subject to

performance

conditions

Executive Directors

Dalton Philips

195,000 195,000 200% 109% Building 378,609 2,662,460 Nil

Catherine Gubbins

n/a – 200% 0% Building – 458,085 Nil

Non-Executive Directors

John Amaechi – – n/a n/a n/a n/a n/a n/a

Sly Bailey 64,504 64,504 n/a n/a n/a n/a n/a n/a

Linda Hickey – 50,000 n/a n/a n/a n/a n/a n/a

Alastair Murray – 70,000 n/a n/a n/a n/a n/a n/a

Anne O’Leary – 50,000 n/a n/a n/a n/a n/a n/a

Helen Rose 98,550 98,550 n/a n/a n/a n/a n/a n/a

Harshitkumar (‘Hetal’) Shah – 40,394 n/a n/a n/a n/a n/a n/a

Leslie Van de Walle 145,000 145,000 n/a n/a n/a n/a n/a n/a

Group General Counsel

and Company Secretary

Damien Moynagh 70,000 70,000 n/a n/a n/a n/a n/a n/a

1. Calculated based on FY24 salaries and the average share price between 1 July 2024 and 27 September 2024 of £1.7893 which has then been converted into euro using the average

exchange rate for FY24 of €1: £1.1695.

2. Includes deferred share awards which are included in the value of the shareholding (on a net of tax basis where these are unvested) and vested shares subject to a holding period under

the PSP where applicable.

3. Includes unvested PSP shares.

4. Dalton Philips and Catherine Gubbins were appointed to the Board on 26 September 2022 and 6 February 2024 respectively. Executive Directors have a period of five years from Board

appointment to reach the shareholding guideline.

Between 27 September 2024 and the date of this Report there have been no changes in the Directors’ shareholdings.

None of the Directors had a material interest in any contract of significance, other than a service contract in the case of Executive Directors,

with the Company or any of its subsidiaries at any time during the period.

Share-based payments

The Group operates a ShareSave Scheme in both Ireland and in the UK, which encourages eligible employees to save in order to buy shares

in the Company. The UK ShareSave Scheme provides a means of saving and gives UK colleagues the opportunity to become shareholders.

Currently, there are approximately 1,500 participants in the UK scheme. In January 2022, the Group awarded £250 worth of Greencore Group

plc shares to every colleague in the Company under a Share Incentive Plan (‘SIP’) (with the exception of Executive Directors). In January 2023,

a Restricted Share Plan (‘RSP’) was approved by shareholders at the AGM, in which certain senior colleagues are eligible to participate. The

Group’s Financial Statements recognise an Income Statement charge in accordance with IFRS 2 Share-based Payment in respect of options

issued under the ShareSave Scheme, and awards granted under the DBP, PSP, RSP and SIP. The related charge in respect of share-based

payments issued to Executive Directors totalled £0.8m (FY23: £0.6m) for the DBP and PSP and further detail is outlined in Note 30 to the

Group Financial Statements. Further detail in respect of all other share schemes is detailed in Note 6 to the Group Financial Statements.

Share awards and share options outstanding under the Company’s DBP, PSP, RSP and all employee plans at 27 September 2024 amounted to

33,858,938 Ordinary Shares (FY23: 33,159,582), made up as follows:

Number of

Ordinary Shares Price range

Normal vesting/

exercise dates

Deferred Bonus Plan 882,740 – 2024-2027

Performance Share Plan 13,910,859 – 2024-2027

ShareSave Scheme

: UK 16,004,775 £0.63-£1.36 2024-2027

Share Incentive Plan 1,471,816 – 2025-2027

Restricted Share Plan 1,588,748 – 2024-2026

1. There are currently no options outstanding under the Irish ShareSave Scheme but a scheme will be relaunched during FY25 following the announcement that Allied Irish Bank plc will

assume the role of savings carrier in relation to such schemes.

Funding of equity awards

Executive incentive arrangements are funded by a mix of newly issued shares and shares purchased in the market. Where shares are newly

issued, the Company adheres to the practice of issuing a maximum of 5% of share capital in respect of discretionary schemes and a maximum

of 10% in respect of all share schemes in a rolling 10 year period. At 27 September 2024, there were 9,460,555 shares in the Company’s share

ownership trust (as at 29 September 2023: 7,025,137). Current shareholder dilution is c.2.1% (29 September 2023: 1.5%).

104 Greencore Group plc Annual Report and Financial Statements 2024

Report of the Sustainability Committee

Dear Shareholder,

As Chair of the Sustainability Committee (the

‘Committee’), it is my pleasure to present

the Committee’s report for the financial year

ended 27 September 2024 (‘FY24’).

The Committee is responsible for overseeing

the Group’s Sustainability Strategy and the

performance against short-and longer-term

plans as well as providing progress updates

on sustainability matters to the Board.

The Committee held two scheduled

meetings during the reporting period.

Individual attendance at these meetings

is set out in the table above.

This report outlines how the Committee

discharged the responsibilities delegated

to it by the Board over the course of the

period and the key matters it considered

in doing so.

Role of the Committee

The Committee’s role, authority, duties and

scope are set out in its Terms of Reference

which are available on the Governance

section of our website, www.greencore.com.

Key responsibilities include:

• considering the Group’s Sustainability

Strategy and its implementation, having

regard for key stakeholders;

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY24

Helen Rose 1 February 2023 2/2

Alastair Murray

1 February 2023 1/1

Linda Hickey 25 January 2024 1/1

Harshitkumar (‘Hetal’) Shah 25 January 2024 1/1

John Amaechi

1 February 2023 1/1

Sly Bailey

1 February 2023 0/1

1. John Amaechi, Sly Bailey and Alastair Murray stepped down from the Committee following the conclusion of the

2024 AGM.

• receiving regular reports from the Group’s

Sustainability team and Plan Owners

in relation to the Group’s sustainability

objectives, procedures and performance;

• reviewing the alignment of the Group’s

Sustainability Strategy with the Group’s

overall business strategy;

• providing the Board with updates

identifying any significant trends or

developments generally in relation to

industry, governance and competition;

and

• reviewing the Group’s performance

against metrics and targets and the

Group’s readiness for upcoming reporting

regulations including the Corporate

Sustainability Reporting Directive (‘CSRD’).

Membership of the Committee

The Committee is comprised of three

Non-Executive Directors, all of whom are

considered by the Board to be independent.

They are all also members of Chapter Zero.

The CEO, CFO, Chief Operating Officer

and Head of Sustainability also attend the

Committee, as well as other Plan Owners,

as required.

Membership of the Committee includes

Board members with solid experience

across the food/retail industry, and relevant

experience across a variety of industries. As

a whole, the Committee possesses the skills

and competence to enable it to effectively

discharge its responsibilities.

Report of the

Sustainability

Committee

“The Committee is focused on

fostering accountability for

execution of our

Better Future Plan

promoting shared responsibility

across the business and advancing

resilience against evolving

challenges.”

105Strategic Report | Directors’ Report | Financial Statements | Other Information

Committee priorities for FY25

Much of the Committee’s time in 2024 was

occupied with embedding the ownership

and delivery model and on ensuring our

foundations in areas like data quality and

risk management are robust. In 2025 our

attention will progress to supporting the

accelerated delivery of our priority road

maps in collaboration with our customers

and suppliers. Recognising the importance

and scale of the sustainability agenda, the

Committee will increase the number of

scheduled meetings. We will continue to

monitor progress on plans to comply with

CSRD and any other new requirements

and standards, including oversight of

compliance with the new 2024 UK Corporate

Governance Code.

New trends emerging will be monitored

and we will focus on further developing

our understanding of how climate could

materially impact the business, as well as

the opportunities that may arise.

Helen Rose

On behalf of the Sustainability Committee

2 December 2024

For more information, see our

Sustainability section: page 18

Read more in our 2024

Sustainability Report, available on

www.greencore.com

How the Committee has discharged its responsibilities during FY24

Key area of focus

The Committee has a far-reaching agenda with overall responsibility for oversight of the Group’s sustainability objectives and performance

including progress towards our transformative Better Future Plan. During the year, the Committee was responsible for providing guidance and

supervision of the ongoing implementation of the Group’s Sustainability Strategy. We covered a number of areas including, but not limited to:

Monitoring performance

In reviewing progress on delivering our strategy we:

• reviewed progress against all KPIs;

• carried out a focused review on progress of our 2025 commitments; and

• reviewed progress against executive performance objectives.

Accelerating pace of delivery

When reviewing the capability of the Group to deliver on its strategy, the Committee:

• considered and debated progress on embedding the plan ownership model and the

development of the 10 priority roadmaps;

• discussed the next steps required to develop the roadmaps into detailed transition plans;

and

• reviewed communication and training plans to deepen knowledge and awareness across

the Group.

Governance

To ensure the Committee remains effective we:

• annually review the terms of reference of the Committee. This year the review resulted in

amendments to the Terms of Reference of both the Committee and the Audit and Risk

Committee, in particular, to reflect shared responsibilities in relation to sustainability-

related risks, controls and disclosures; and

• undertook an external evaluation of the Board and its Committees, the results of which

considered the Committee was operating effectively.

Data quality and assurance

Increasingly our sustainability data needs to be similarly robust to our financial data. We remain

focused on improving our data quality and to this end we:

• considered the results of an internal audit into sustainability data quality and tracked actions

identified to completion; and

• tracked progress on the ability to report all KPIs including those previously not reported due

to data quality issues.

Reporting requirements

As legal and regulatory requirements continue to evolve at pace, we:

• considered plans to prepare for reporting under the CSRD framework ensuring necessary

resources were in place;

• reviewed and approved the 2023 Sustainability Report and TCFD disclosures; and

• reviewed and tracked proposals by Deloitte for the improvements to our TCFD disclosures.

Applicable in FY24.

Future trends and training

In order to ensure we remain up to date, we:

• examined trends and developments in the food industry, with climate risk in particular

receiving focus; and

• undertook external training in relation to the Transition Plan Taskforce Disclosure

Framework, considering key components of a credible transition plan, including reviewing

the specific guidance for the food and beverage industry.

106 Greencore Group plc Annual Report and Financial Statements 2024

Other statutory disclosures

Principal activities, results and review of business

Greencore is a leading manufacturer of convenience foods in the UK and our purpose is to make every day taste better. We supply all of the

major supermarkets in the UK. We also supply convenience and travel retail outlets, discounters, coffee shops, food service and other retailers.

We have strong market positions in a range of categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled

soups and sauces, chilled quiche, ambient sauces and pickles, and frozen Yorkshire Puddings.

In FY24 we manufactured 748m sandwiches and other food to go products, 125m chilled ready meals, 204m jars of cooking sauces, dips and

table sauces, and 42m chilled soups and sauces. We carry out more than 10,500 direct to store deliveries each day. We have 16 manufacturing

sites in the UK, with industry-leading technology and supply chain capabilities. The Group employs c.13,300 people and is headquartered in

Dublin, Ireland. Greencore’s shares are listed on the London Stock Exchange and are included in the FTSE 250.

The Group’s performance and development activity is summarised in the Operating and financial review set out on pages 40 to 43.

The Group Income Statement, which is set out on page 122, details the Group’s results for FY24. The Group reported Adjusted Operating

Profit for the year of £97.5m (FY23: £76.3m). Profit after tax for the financial year was £46.3m (FY23: £35.9m).

Dividends

The Directors are proposing a final dividend of 2.0 pence per share. Subject to shareholder approval at the Company’s AGM, the proposed

final dividend of 2.0 pence per share will be paid on 6 February 2025 to ordinary shareholders on the Company’s register at 5.00 p.m. on

10 January 2025.

Future developments

While we have made significant progress, there is more to be done to rebuild profitability. As part of this, we recognise that we face several

challenges in the external environment that will need to be addressed in the coming year. In FY25, our focus will be to further drive our

commercial and operational excellence programmes and continue progressing our Groupwide technology transformation.

Principal risks and uncertainties

Pursuant to Section 327(1)(b) of the Companies Act 2014, the 2018 UK Corporate Governance Code (the ‘Code’) and DTR 4.1.8R(2), the principal

risks and uncertainties that could affect the Group’s business are set out on pages 47 to 55 and are deemed to be incorporated in this part of the

Directors’ Report.

Principal subsidiaries

The principal subsidiary undertakings are listed in Note 31 to the Group Financial Statements.

Anti-Bribery and corruption

Greencore is committed to the highest standards of honesty and integrity. The Group has a zero-tolerance approach to any form of bribery

or corruption. We provide training on our Anti-Bribery and Corruption Policy, our Gifts and Hospitality Policy, our Corporate Criminal Offence

Policy and our Code of Ethics and Business Conduct Policy, all of which are available internally on our intranet. Bribery and corruption risks are

considered as part of the Internal Audit planning process. Our Anti-Bribery and Corruption Policy Statement and Corporate Criminal Offence

Policy are available on www.greencore.com.

Corporate governance

Statements by the Directors relating to the Group’s application of corporate governance principles, compliance with the principles and

provisions of the Code is set out on pages 60 and 61. The Group’s system of internal controls and the adoption of the going concern basis

in the preparation of the Group Financial Statements are set out on pages 82 to 87.

Greencore Group plc has applied the principles of the Code and complied with the provisions of the Code on a comply or explain basis for

the year ended 27 September 2024.

Greencore Group plc is registered in Ireland and, as an Irish incorporated company, it is not subject to the UK executive remuneration

requirements as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as updated.

Greencore Group plc is listed on the main market of the London Stock Exchange, and so it is not a ‘traded PLC’ for the purposes of Section

1110N of the Companies Act 2014. Nonetheless, in order to ensure transparency for all of our stakeholders, we have sought to comply

with these requirements on a voluntary basis in respect of the members of the Board to the extent possible under Irish law. The Report on

Directors’ Remuneration is contained on pages 88 to 103.

Task force on Climate-related Financial Disclosures (‘TCFD’) reporting

The Company’s compliance with the TCFD recommendations and recommended disclosures pursuant to UK Listing Rule 9.8.6R is set out on

pages 26 to 35.

Non-financial information statement

Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations

2017 (‘Regulations’), the Group is required to report on certain non-financial information to provide an understanding of its development,

performance, position and the impact of its activities, relating to, at least, environmental matters, social matters, employee matters, respect for

human rights, and bribery and corruption. We have set out the location of the information required by the Regulations to be included in this

Annual Report in the table on the next page. Each referenced section of the Annual Report is deemed to form part of this Directors’ Report.

107Strategic Report | Directors’ Report | Financial Statements | Other Information

Reporting requirements Policies and programmes that govern our approach Location of information in this Annual Report

Environmental matters

• Code of Ethics and Business Conduct

• Responsible Sourcing of Soy Policy

• Responsible Sourcing Code of Conduct Policy

Other statutory disclosures on page 106

Sustainability section on pages 18 to 35

Non-financial KPIs on pages 38 and 39

Communities

• Code of Ethics and Business Conduct

• Community Policy

• Environmental Health and Safety Policy

Other statutory disclosures on page 106

Sustainability section on page 25

Social and employee matters

• Code of Business Practice

• Code of Ethics and Business Conduct

• Whistleblowing and Speak Up Policy

Sustainability section on pages 24 and 25

Other statutory disclosures on page 106

Human rights

• Code of Ethics and Business Conduct

• Human Rights Policy

• Modern Slavery and Human Trafficking

Transparency Statement

Other statutory disclosures on page 106

Sustainability section on pages 21 to 25

Anti-bribery and corruption

• Anti-Bribery and Corruption Policy Statement

• Code of Ethics and Business Conduct

• Corporate Criminal Offence Policy

• Gifts and Hospitality Policy

Other statutory disclosures on page 106

Prevention of modern slavery

• Code of Ethics and Business Conduct

• Modern Slavery and Human Trafficking

Transparency Statement

Other statutory disclosures on page 106

Sustainability section on pages 21 to 25

Diversity

• Group Inclusion and Diversity Policy

• Board Diversity Policy

• Code of Ethics and Business Conduct

Sustainability section on pages 24 and 25

Report of the Nomination and Governance

Committee on page 81

Other statutory disclosures on page 106

Whistleblowing

• Code of Ethics and Business Conduct

• Whistleblowing and Speak Up Policy

Report of the Audit and Risk Committee on

pages 86 and 87

Other statutory disclosures on page 106

Business model

– Business model on pages 8 and 9

Non-financial Key Performance Indicators

– Non-financial KPIs on pages 38 and 39

Principal risks

– Risk and risk management section on

pages 48 to 55

In addition to the information required by the Regulations, the Group publishes a comprehensive Sustainability Report annually which details

our Sustainability Strategy, environmental and governance responsibilities and commitment to social matters. The 2024 Sustainability Report

will be released and available to view on our website www.greencore.com from 9 December 2024.

Shareholders’ meetings

The Company operates under the Irish Companies Act 2014 (‘Act’). The Act provides for two types of shareholder meetings: the Annual

General Meeting (‘AGM’), with all other general meetings being called an Extraordinary General Meeting (‘EGM’).

The Company must hold a general meeting each year as its AGM, in addition to any other general meetings held in that year. Not more than

15 months may elapse between the date of one AGM and the next. EGMs can also be convened at the request of members holding not less

than 5% of the voting share capital of the Company. The notice period for an AGM and an EGM to consider any special resolution (a resolution

which requires a 75% majority vote, not a simple majority) is 21 days.

A member or a group of members holding at least 3% of the issued share capital of the Company which carries voting rights has the right

to put an item on the agenda of an AGM, provided the member(s) exercise(s) that right within the prescribed time period, or to table a draft

resolution for an item on the agenda of a general meeting.

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two

members present in person or by proxy and entitled to vote shall be a quorum. Only those shareholders registered on the Company’s register

of members at the prescribed record date, being a date not more than 72 hours before the general meeting to which it relates, are entitled to

attend and vote at a general meeting.

Under the Act, ordinary resolutions may be passed by a majority of votes cast in favour, while special resolutions require a 75% majority of

votes cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies

to attend, speak and vote on their behalf. A proxy need not be a member of the Company. Resolutions are voted on by either a show of hands

of those shareholders attending in person or by proxy, or, if validly requested, by way of a poll.

108 Greencore Group plc Annual Report and Financial Statements 2024

Other statutory disclosures continued

The business of the Company is managed by the Directors who may exercise all the powers of the Company unless they are required to be

exercised by the Company in a general meeting. Matters reserved to shareholders in general meetings include the election of Directors, the

declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments to

the Articles of Association, measures to increase or reduce the ordinary share capital and the authority to issue shares.

Notice of general meetings and special business

The notice of the 2025 AGM, together with details of special business to be considered at the meeting, will be circulated to shareholders

during December 2024.

Share capital

As at 29 September 2023, there were 483,453,842 Ordinary Shares in issue. In FY24, 725,468 (FY23; nil) Ordinary Shares were issued under the

Company’s ShareSave Schemes.

On 24 May 2022, the Company announced its intention to recommence value return of up to £50m over the following two years consistent

with the Group’s capital management policy. Between 10 October 2023 and 22 February 2024, 15,438,604 Ordinary Shares in the Company

were repurchased on the London Stock Exchange for cancellation, completing the £50m share buyback programme.

On 21 May 2024, the Company announced its intention to commence a new share buyback programme (‘Programme’) with an aggregate

value of up to £30m which was extended by £10m, i.e. a maximum aggregate value of up to £40m, in August 2024.

The table below sets out the ordinary shares purchased under the share buyback programmes during FY24. See Note 25 to the Consolidated

Financial Statements for further details.

Month

Total number

of share buyback

purchases

Weighted

average price

paid per share (£)

October 2023 2,822,259 0.8789

November 2023 2,484,747 0.9557

December 2023 1,752,609 0.9721

January 2024 4,131,694 0.9980

February 2024 4,247,295 1.0166

May 2024 938,698 1.6779

June 2024 5,207,630 1.6773

July 2024 7,333,139 1.7813

August 2024 3,315,910 1.7655

September 2024 2,804,782 1.8228

Total 35,038,763 1.4081

As at 27 September 2024, Greencore’s issued ordinary share capital consisted of 449,385,547 Ordinary Shares with voting rights.

In the current financial year, the Company purchased 35,038,763 Ordinary Shares with voting rights for a total cost of £49.4m. Of these

purchases, 245,000 were cancelled post financial year end. Between 28 September 2024 and 11 November 2024, the Company purchased

and cancelled 2,773,443 Ordinary Shares under the Programme, returning £5.6m to shareholders.

One Special Share of €1.26 exists in the share capital of the Company. The Articles of Association provide that the Special Share may be

held only by, or transferred only to, the Minister for Agriculture, Food and the Marine or some other person appointed by the Minister. Under

the Articles of Association, the consent of the holder of the Special Share is required in the winding up of the Company. Many of the rights

attached to the Special Share were abolished in 2011.

At the AGM held on 25 January 2024, amongst other resolutions passed:

• shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to make market purchases and overseas

market purchases of up to 10% of its own shares;

• shareholders gave the Directors authority to allot shares up to a maximum nominal amount equal to approximately 33% of the aggregate

nominal value of the issued ordinary share capital of the Company;

• shareholders gave authority to Directors to disapply pre-emption rights; and

• shareholders gave authority to Directors to re-allot shares purchased by the Company and not cancelled as treasury shares.

At the forthcoming AGM scheduled to take place on 30 January 2025 (‘2025 AGM’), amongst other resolutions, Directors will seek:

• authority to make market purchases or overseas market purchases of up to 10% of its own shares. If approved, any purchases will be made

only at price levels which the Directors consider to be in the best interests of the shareholders generally, taking into consideration the

Group’s overall financial position;

• approval to declare a final dividend for the year ended 27 September 2024 of 2.0 pence for each Ordinary Share in the capital of the Company;

• approval to allot relevant shares up to an amount equal to approximately 33% of the aggregate nominal value of the issued ordinary share

capital of the Company;

• approval to disapply the statutory pre-emption provisions relating to the issue of new equity for cash until the date of the AGM to be held in

2026, or 30 April 2026, whichever is earlier; and

109Strategic Report | Directors’ Report | Financial Statements | Other Information

• authority to re-allot shares purchased by the Company and not cancelled as treasury shares. If the resolution is passed, the authority will

expire on the earlier date of the AGM in 2026 or 30 April 2026 and the minimum price at which treasury shares may be re-allotted shall be

set at the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or, in all other

cases, an amount equal to 95% of the then market price of such shares and the maximum price at which treasury shares may be re-allotted

shall be set at 120% of the then market price of such shares.

Memorandum and Articles of Association

The Company’s Memorandum and Articles of Association set out the objects and powers of the Company. The Articles of Association detail

the rights attaching to shares, the method by which the Company’s shares can be purchased or reissued, the provisions which apply to the

holding of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, re-election, duties

and powers. The Company’s Articles of Association may be amended by a special resolution passed by the shareholders at an AGM or EGM of

the Company. The Company’s Articles of Association were last amended at the 2021 EGM, and a copy can be obtained from the Company’s

website, www.greencore.com.

Directors’ interests in the Ordinary Shares at 27 September 2024

The interests of Directors and Group General Counsel and Company Secretary in the shares of the Company are set out in the Report on

Directors’ Remuneration. The Directors and Group General Counsel and Company Secretary have no beneficial interests in any of the Group’s

subsidiary or associated undertakings.

Going concern and viability statement

The going concern and viability statements set out on page 56 are deemed to be incorporated in this section of the Directors’ Report.

Directors’ compliance statement

The Directors acknowledge that they are responsible for securing compliance by the Company of its relevant obligations as defined in the

Companies Act 2014 (‘Relevant Obligations’). The Directors further confirm that there is a compliance policy statement in place setting out

the Company’s policies which, in the Directors’ opinion, are appropriate to ensure compliance with the Company’s Relevant Obligations.

The Directors also confirm that appropriate arrangements and structures are in place which, in the Directors’ opinion, are designed to secure

material compliance with the Company’s Relevant Obligations. For the year ended 27 September 2024, the Directors, with the assistance of

Internal Audit, conducted a review of the arrangements and structures in place. In discharging their responsibilities under Section 225 of the

Companies Act 2014, the Directors relied on the advice of persons who the Directors believe have the requisite knowledge and experience to

advise the Company on compliance with its Relevant Obligations.

Directors for year ended 27 September 2024

The names of each of the current Directors and a short biographical note on each Director appear on pages 62 and 63.

At the conclusion of the AGM on 25 January 2024, Sly Bailey retired from her role as Senior Independent Director and Workforce Engagement

Director, John Amaechi also retired from his role as Non-Executive Director. On 6 February 2024 Catherine Gubbins joined the Board as

Executive Director and Chief Financial Officer.

In accordance with the Company’s Articles of Association and Provision 18 of the Code, each of the Directors individually retire at each AGM

of the Company and, where appropriate, submit themselves for re-election. No reappointment is automatic and all Directors who intend

to submit themselves for re-election are subject to a full and rigorous evaluation. One of the main purposes of the evaluation is to assess

each Director’s suitability for re-election. If a Director is not deemed to be effective in carrying out his or her required duties, the Board will

not recommend that Director for re-election. In line with the Code, in the year under review, each Director, and the Board as a whole, were

subject to an external evaluation. Details of the Board evaluation can be found on pages 76 to 77. Following on from the evaluation, the Board

Chair and Board are pleased to recommend for re-election each of those Directors who intend to seek reappointment at the forthcoming

AGM as they continue to be effective and remain committed to their role on the Board.

Significant shareholdings

At 27 September 2024, the Company has been advised of the following notifiable interests in its ordinary share capital:

Shareholder

Notified

shareholding as

at 27 September

2024

Percentage of

total Ordinary

Shares in issue

Oasis Management Company Ltd. 46,167,228 10.27

Polaris Capital Management LLC 45,528,206 10.13

Rubric Capital Management LP 27,415,831 6.10

UBS Group AG 23,253,620 5.17

Brandes Investment Partners, L.P. 22,522,624 5.01

The Goldman Sachs Group 17,720,511 3.94

FIL Limited 14,211,129 3.16

BlackRock 14,063,902 3.13

At 26 November 2024, the Company has been advised of the following notifiable interests in its ordinary share capital:

110 Greencore Group plc Annual Report and Financial Statements 2024

Other statutory disclosures

Shareholder

Notified

shareholding as

at 26 November

2024

Percentage of

total Ordinary

Shares in issue

Oasis Management Company Ltd. 49,566,947 11.10

Polaris Capital Management LLC 45,528,206 10.19

Rubric Capital Management LP 27,415,831 6.14

UBS Group AG 24,159,670 5.41

Brandes Investment Partners, L.P. 22,522,624 5.04

The Goldman Sachs Group 18,911,304 4.23

FIL Limited 14,211,129 3.18

Blackrock 14,063,902 3.15

Other than these holdings, the Company has not been notified as at 26 November 2024 of any interest of 3% or more in its ordinary share capital.

Accounting records

The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to

maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate

resources to the Finance function. The accounting records of the Company are maintained at the Company’s registered office address

at Fourth Floor, Block Two, Dublin Airport Central, Dublin Airport, Swords, Dublin, K67 E2H3, Ireland.

Research and development

The Group continued its research and development programme in relation to its principal activities during the year under review. Further

information is contained in Note 3 to the Group Financial Statements.

Political contributions

The Company made no political contributions which are required to be disclosed under the Electoral Act, 1997 (as amended).

Audit and Risk Committee

The Company has an Audit and Risk Committee, the members of which are set out on page 82.

Auditor

Deloitte Ireland LLP (‘Deloitte’) were appointed as external auditor in January 2019. At the AGM of the Company on 25 January 2024, under an

advisory resolution, the shareholders approved the reappointment of Deloitte as external auditor for its sixth year. Under Irish legislation, the

Company’s external auditor is automatically reappointed each year at the AGM unless the meeting passes a resolution to appoint a different

auditor or provides that the existing external auditor shall not be reappointed or, alternatively, if the auditor expresses its unwillingness to

continue in office. At the 2025 AGM, the Company intends to once again put an advisory resolution before shareholders in respect of the

continuation in office of Deloitte as external auditor.

As required under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration of the

external auditor will be proposed at the 2025 AGM.

Disclosure of information to the auditor

Each of the Directors individually confirm that:

• insofar as they are aware, there is no relevant audit information of which the Company’s statutory auditor is 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 Company’s statutory auditor is aware of such information.

The referenced sections are deemed to be incorporated within this Directors’ Report.

On behalf of the Board

Leslie Van de Walle Dalton Philips

Board Chair Director

Dublin

2 December 2024

111Strategic Report | Directors’ Report | Financial Statements | Other Information

Statement of Directors’ Responsibilities

The Directors are responsible for preparing

the Annual Report and Financial Statements

in accordance with applicable law and

regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law the Directors

are required to prepare the Group Financial

Statements in accordance with International

Financial Reporting Standards (‘IFRS’) as

adopted by the European Union (‘EU’) and

with those parts of the Companies Act

2014 applicable to companies reporting

under IFRS. The Directors have elected to

prepare the Company Financial Statements

in accordance with FRS 101: Reduced

Disclosure Framework issued by the Financial

Reporting Council together with the

Companies Act 2014.

Under company law, Directors shall not

approve the Group and Company Financial

Statements unless they are satisfied that

they give a true and fair view of the assets,

liabilities and financial position of the Group

and Company respectively and of the

Group’s profit or loss for that financial year.

In preparing these Group and Company

Financial Statements, the Directors are

required to:

• select suitable accounting policies and

apply them consistently;

• make judgements and estimates that are

reasonable and prudent;

• state that the Group Financial Statements

have been prepared in accordance with

IFRS as adopted by the EU and as applied

in accordance with the Companies

Act 2014 and the Company Financial

Statements have been prepared in

accordance with FRS 101 together with

the Companies Act 2014;

• assess the Company and the Group’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern; and

• prepare the financial statements on

the going concern basis, unless it is

inappropriate to presume that the Group

or Company will continue in business.

The Directors are also required by the

Disclosure Guidance and Transparency

Rules of the UK Financial Conduct Authority

(the ‘Transparency Rules’) to include a

management report containing a fair review

of the business and a description of the

principal risks and uncertainties facing

the Group.

The Directors are responsible for keeping

adequate accounting records which disclose

with reasonable accuracy at any time the

assets, liabilities, financial position and

profit or loss of the Group and Company

and which enable them to ensure that the

Financial Statements of the Group and

Company comply with the provisions of

the Companies Act 2014. The Directors are

also responsible for taking all reasonable

steps to ensure such records are kept by the

Group’s subsidiaries which enable them to

ensure that the Financial Statements of the

Group comply with the provisions of the

Companies Act 2014. They are responsible

for such internal controls as they determine

is necessary to enable the preparation of

Financial Statements that are free from

material misstatement, whether due to fraud

or error, and have general responsibility for

safeguarding the assets of the Company and

the Group, and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities. The Directors

are also responsible for preparing a Directors’

Report that complies with the requirements

of the Companies Act 2014.

Furthermore, the Directors are responsible

for the maintenance and integrity of

corporate and financial information

included on the Group’s website

(www.greencore.com). Legislation in

Ireland concerning the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

In accordance with the 2018 UK Corporate

Governance Code (the ‘Code’), the Directors

must provide an explanation of their

responsibility for preparing the Annual

Report and Financial Statements and

state, having taken all relevant matters into

consideration, whether they consider that

the Annual Report and Financial Statements,

taken as a whole, is fair, balanced and

understandable and provides shareholders

with the information necessary to assess

the Group’s position, performance, business

model and strategy.

The Directors confirm that they have

complied with the above requirements

in preparing the Annual Report and

Financial Statements.

Responsibility statement in regard

to Annual Report

Each of the Directors, whose names and

functions are listed on pages 62 and 63 of

this Annual Report and Financial Statements,

confirm that, to the best of each person’s

knowledge and belief:

as required by the Transparency Rules:

• the Group Financial Statements, prepared

in accordance with IFRS as adopted

by the EU and the Company Financial

Statements prepared in accordance with

FRS 101: Reduced Disclosure Framework,

give a true and fair view of the assets,

liabilities, financial position of the Group

and Company at 27 September 2024

and the profit of the Group for the year

then ended;

• the Directors’ Report contained in this

Annual Report and Financial Statements

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 they

face; and

as required by the Code:

• this Annual Report and Financial

Statements, taken as a whole, is fair,

balanced and understandable and

provides the information necessary

for shareholders to assess the Group’s

position, performance, business model

and strategy.

On behalf of the Board

Leslie Van de Walle

Board Chair

Dalton Philips

Director

Dublin

2 December 2024

112 Greencore Group plc Annual Report and Financial Statements 2024

Focusing on

delivering

growth

every year

Financial Statements

Independent Auditor’s Report 114

Group Income Statement 122

Group Statement of Comprehensive Income 123

Group Statement of Financial Position 124

Group Statement of Cash Flows 125

Group Statement of Changes in Equity 126

Notes to the Group Financial Statements 128

Company Statement of Financial Position 170

Company Statement of Changes in Equity 171

Notes to the Company Financial Statements 172

Other Information

Alternative Performance Measures 177

Corporate Information 183

Revenue

£1,807.1m

FY23: £1,913.7m

Adjusted Operating Profit

£97.5m

FY23: £76.3m

Profit before taxation

£61.5m

FY23: £45.2m

113Strategic Report | Directors’ Report | Financial Statements | Other Information

We have over...

1,600

products

across...

categories

We care deeply about the experience we deliver

to consumers and take great care in assuring

food quality, from the nutritional value, colour

and texture to the packaging it reaches them in.

114 Greencore Group plc Annual Report and Financial Statements 2024

Independent Auditor’s Report

to the members of Greencore Group plc

Report on the audit of the financial statements

Opinion on the financial statements of Greencore Group plc (the ‘company’)

In our opinion the Group and the Company financial statements:

• give a true and fair view of the assets, liabilities and financial position of the Group and the Company as at 27 September 2024 and of the

profit of the Group for the financial year then ended; and

• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements of the

Companies Act 2014.

The financial statements we have audited comprise:

The Group financial statements:

• the Group Income Statement;

• the Group Statement of Comprehensive Income;

• the Group Statement of Financial Position;

• the Group Statement of Cash Flows;

• the Group Statement of Changes in Equity; and

• the related notes 1 to 33, including material accounting policy information as set out in Note 1.

The Company financial statements:

• the Company Statement of Financial Position;

• the Company Statement of Changes in Equity; and

• the related notes 1 to 13, including material accounting policy information as set out in Note 1.

The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies Act

2014 and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union

(‘IFRS’) (‘the relevant financial reporting framework’).

The relevant financial reporting framework that has been applied in the preparation of the Company financial statements is the Companies

Act 2014 and FRS 101 ‘Reduced Disclosure Framework’ issued by the Financial Reporting Council (‘the relevant financial reporting framework’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities

under those standards are described below in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report.

We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial

statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority, as applied to listed

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

115Strategic Report | Directors’ Report | Financial Statements | Other Information

Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:

• Impairment of Goodwill.

• Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter).

Within this report, any new key audit matters are identified with

and any key audit matters which are the same as

the prior year identified with

Materiality

The materiality that we used for the Group in the current year was £3.2m which was determined on the basis of Profit

before tax and exceptional items representing approximately 5% of this benchmark (2023: £3m, representing 0.7% of

Net Assets).

The materiality that we used for the Company in the current year was £1.4m which was determined on the basis of

Net Assets representing 0.5% of this benchmark. (2023: £1.65m, representing 0.5% of Net Assets).

Scoping

We determined the scope of our Group audit by obtaining an understanding of the Group and its environment and

assessing the risks of material misstatement at the Group level.

Our audit scoping provides coverage of 100% of revenue, and 99.89% of net assets (2023: of 100% of revenue, and

99.89% of net assets).

Significant changes

in our approach

For Group materiality, we updated our basis of materiality from 0.7% of Net Assets to 5% of profit before taxation

and exceptional items based on our assessment of what the users of the financial statements determine as material,

the future economic outlook and the stability in the performance of the Group, resulting in profit before taxation

and exceptional items being a more appropriate indicator of the Group’s performance. This is also the benchmark

traditionally considered for listed entities.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation

of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting

included:

• We evaluated the design and determined the implementation of the relevant controls in place over the Directors’ review of the going

concern cash flow projections and various scenarios.

• We challenged the Directors’ assumptions used in their going concern assessment, the basis for their evaluation and inclusion of

sensitivities to incorporate the risks and uncertainties related to macro-economic factors such as supply chain disruption, labour

challenges, inflationary pressures, and climate risk on future trading.

• We have evaluated the Directors’ assessment of the risks and uncertainties related to macro-economic factors and the adequacy of

disclosures in relation to the specific risks these pose.

• We performed sensitivity analysis using alternative, reasonably possible assumptions and other market trading challenges such as inflation

and recessionary pressures. We compared outputs from the Group’s cash flow projections and from our sensitivity analysis to the

Directors’ proforma covenant compliance calculations.

• We evaluated the completeness and accuracy of the disclosures made in the Basis of Preparation Note 1 by reference to the understanding

we had obtained of the Group’s financial performance during 2024, our assessment of Directors’ cash flow projections and our reading of

the Group’s financing agreements.

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 and Company’s ability to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for issue.

In relation to the reporting on how the Group has 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.

116 Greencore Group plc Annual Report and Financial Statements 2024

Independent Auditor’s Report continued

to the members of Greencore Group plc

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of

the current financial year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of

the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Impairment of Goodwill

Key Audit Matter description

As stated in Note 12 (Goodwill and intangible assets), the Group held £447.3m (2023: £447.3m) of goodwill as

at 27 September 2024 which represents 37% of the Group’s total assets. The accounting policies in relation to

Goodwill are described in Note 1 (Significant sources of estimation uncertainty) to the financial statements.

Directors’ judgement is required in identifying indicators of impairment, and estimation is required in determining

the recoverable amount of the Group’s cash generating unit (‘CGU’). There is a risk that an impairment of

goodwill has arisen which has not been appropriately identified. As a result, the balances could be overstated

on the Statement of Financial Position at year-end due to the use of inappropriate inputs and assumptions

within the impairment model, in particular the discount rate and the long-term growth rate. This risk relates

to the Group’s Convenience Foods UK CGU as it accounts for 100% of the Group’s goodwill balance.

When a review for impairment is carried out, the recoverable amount of the CGU is compared to its carrying

value. The recoverable amount is determined based on value in use calculations which rely on Directors’

assumptions and estimates of future trading performance. These assumptions and estimates may be

impacted by the continuing risks and uncertainties arising from macro-economic factors such as labour

challenges, inflationary pressures, climate risk and potentially rising interest rates, resulting in reduced

headroom, and potentially impairment in the carrying value of goodwill.

The key assumptions utilised by the Directors in the impairment review are the discount rate and long-term

growth rate. A small change in these specific assumptions could have a significant impact on the value in use

calculation, therefore this is considered a Key Audit Matter.

The Audit and Risk Committee’s discussion of goodwill is set out on page 84.

How the scope of our audit

responded to the key audit

matter

In order to address the Key Audit Matter, our procedures included the following:

We evaluated the design and determined the implementation of the relevant controls in place over the

Directors’ impairment review process.

We, in conjunction with our valuation specialists, evaluated the methodology applied by the Directors in

preparing the value in use calculations and the judgements applied in determining the CGU.

We challenged the underlying key assumptions within the Group’s impairment model, focusing on the discount

rates and long-term growth rate. We challenged the Group’s scenarios with reference to recent performance,

economic and industry forecasts and trend analysis including historic growth rates and market available information.

We also challenged the appropriateness of the Directors’ cash flow projections by comparing them to

historic rates and Group strategic plans.

We assessed the reasonableness of related assumptions used in determining terminal values.

We developed an independent view of the key assumptions used in the model, in particular, the Group

discount rate and long-term growth rate, and benchmarked the rates used by Directors against market

data and comparable organisations. We also assessed any changes made to the impairment model when

calculating the headroom available.

We evaluated the Directors’ sensitivity analysis and performed our own sensitivity analysis on the key

assumptions used.

We evaluated the completeness and accuracy of the disclosures in relation to goodwill and whether they

meet the requirements of the relevant accounting standards.

Key observations

Based on the procedures performed, we have determined the Directors’ assumptions used in the

assessment of the impairment of goodwill are reasonable.

117Strategic Report | Directors’ Report | Financial Statements | Other Information

Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter)

Key audit matter description

As outlined in Note 1 (Significant accounting judgements) and Note 4 (Financial assets) to the Company

financial statements, the recoverable value of the investment in subsidiary undertakings is determined

either based on the total net assets of the subsidiary or a Value in Use (‘VIU’) calculation adjusted to derive

equity value using cash flow projections, long-term growth rate and discount rates. Investment in subsidiary

undertakings is significant and represents over 98% of total assets recorded on the Company Statement of

Financial Position.

Impairments in subsidiary undertakings are determined with reference to the individual subsidiary

undertakings’ recoverable value. Directors’ judgements around valuation of investments in subsidiaries are

considered significant judgements given the magnitude of the investments on the Company Statement

of Financial Position. With limited headroom, changes in judgements resulting in a reduced recoverable

amount could result in a significant impairment in the value of investments in subsidiary undertakings.

Given the significant judgement involved in assessing the recoverable value of the investments held in

subsidiary undertakings, we have considered this to be a Key Audit Matter at the Company level.

The Audit and Risk Committee’s discussion of Investment in Subsidiaries is set out on page 85.

How the scope of our

audit responded to the

key audit matter

In order to address the Key Audit Matter, our procedures included the following:

We evaluated the design and determined the implementation of the relevant controls in place over the

Directors’ impairment review process.

We assessed the recoverable value of subsidiary undertakings for any objective indicators of impairment

and evaluated the accuracy of Directors’ calculations.

We evaluated whether the Directors used the most up to date financial information in their valuation

models and assessed the reasonableness of the assumptions made in determining the recoverable amount

of the investments in subsidiary undertakings.

Key observations

We have no observations that impact on our audit in respect of the recoverability of investment in

subsidiary undertakings.

Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to

express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the

risks described above, and we do not express an opinion on these individual matters.

118 Greencore Group plc Annual Report and Financial Statements 2024

Independent Auditor’s Report continued

to the members of Greencore Group plc

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a

reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in

evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality

£3.2m (2023: £3.0m) £1.40m (2023 £1.65m)

Basis for determining

materiality

Approximately 5% of profit before taxation and

exceptional items (‘PBT&E’) (2023: 0.7% of Net Assets)

Approximately 0.5% of Net Assets (2023: 0.5% of Net

Assets)

Rationale for the

benchmark applied

We have considered profit before taxation and

exceptional items to be the critical component

for determining materiality because it is the most

important measure for the users of the Group’s financial

statements as a measure of profitability and the impact

of exceptional items is excluded to avoid distortion of

the critical component on an annual basis. For Group

materiality, we updated our basis of materiality from

0.7% of Net Assets to 5% of profit before taxation and

exceptional items based on our assessment of what the

users of the financial statements determine as material,

the future economic outlook and the stability in the

performance of the Group, resulting in profit before

taxation and exceptional items being a more appropriate

indicator of the Group’s performance. This is also the

benchmark traditionally considered for listed entities.

We considered Net Assets to be the critical component

for determining materiality because the Company

is a non-trading company, which does not generate

revenues but incurs costs and holds significant

investment values in subsidiaries that are revenue-

generating. Net Assets are of most relevance to the

users of the financial statements.

PBT

Materiality

Group Materiality

£3.2m

Audit and Risk

Committee

reporting threshold

£0.16m

PBT&

£71.7m

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected

misstatements exceed the materiality for the financial statements as a whole.

Group financial statements Parent company financial statements

Performance materiality

80% (2023: 80%) of Group materiality 80% (2023: 80%) of Company materiality

Basis and rationale

for determining

performance materiality

In determining performance materiality, we considered the following factors:

a. our understanding of the entity and its environment and the impact of various macro-economic factors,

b. the financial performance of the Group and Company since last year,

c. risks identified in relation to potential labour shortages, the rising impact of interest rate and inflation affecting

the trading environment,

d. the nature, volume, and size of misstatements (corrected and uncorrected) in the previous audit,

e. the likelihood of the prior year misstatements reoccurring in the current year audit.

We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.16m (2023: £0.15m),

as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk

Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

We determined the scope of our Group audit by obtaining an understanding of the Group and its environment, including Group-wide

controls, and assessing the risks of material misstatement at the Group level. In determining our audit scope, we considered the changes

in the Group structure and based on that assessment, we focused our Group audit scope primarily on the audit of 6 trading components

which were subject to a full scope audit and 13 non-trading, investment holding or financing components which were subject to specified

audit procedures where the extent of our testing was based on our assessment of the associated risks of material misstatement and of the

materiality of the component operations to the Group. The remaining components of the Group were subject to analytical procedures.

119Strategic Report | Directors’ Report | Financial Statements | Other Information

These components were selected based on the level of coverage achieved and to provide an appropriate basis for undertaking audit work

to address the risks of material misstatement identified. Our audit work for all components was executed at levels of materiality applicable to

each individual component which were lower than Group materiality and ranged from £1.28m to £2.72m.

At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were

no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to a full audit.

100%

9.9%

0.1%

90.0%

Net Assets

Full Scope Audits

Specified Audit

Procedures

Analytical Procedures

Full Scope Audits

Specified Audit

Procedures

Analytical Procedures

Revenue

Revenue Net Assets

Full Scope Audits 100% 90.0%

Specified Audit Procedures 0% 9.9%

Analytical Procedures 0% 0.1%

During the year, the Group audit team, while adopting a hybrid approach of in-person and virtual meetings, attended planning meetings at

a number of significant and non-significant components in all key locations. In addition to attending planning meetings, we sent detailed

instructions to our component audit teams, included them in our team briefings, discussed their risk assessment, attended client planning and

closing meetings, and reviewed their audit working papers.

Other information

The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements

and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial

Statements.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in 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 in this regard.

Responsibilities of Directors

As explained more fully in the Statement of Director’s Responsibilities, the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such internal

control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group 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 and the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) 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.

A further description of our responsibilities for the audit of the financial statements is located on IAASA’s website at:

https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.

This description forms part of our auditor’s report.

120 Greencore Group plc Annual Report and Financial Statements 2024

Independent Auditor’s Report continued

to the members of Greencore Group plc

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and

regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the Group and Company’s

remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;

• results of our enquiries of management, legal department, General Counsel and Corporate Secretary and the Audit and Risk Committee

about their own identification and assessment of the risks of irregularities;

• any matters we identified having obtained and reviewed the Group and Company’s documentation of their policies and procedures

relating to:

– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

• the matters discussed among the audit engagement team, component audit teams and relevant internal specialists, including tax,

valuations, pensions and IT, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified

the greatest potential for fraud in area of revenue recognition (occurrence, accuracy and cut-off of rebates and discounts). In common with all

audits under ISAs (Ireland), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the Group and Company operates in, focusing on provisions

of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements.

The key laws and regulations we considered in this context included the Companies Act 2014, UK Corporate Governance Code 2018, London

Stock Exchange Listing Rules, Irish tax laws and UK tax laws.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance

with which may be fundamental to the Group and Company’s ability to operate or to avoid a material penalty. These included the Group’s

food safety and environmental regulations.

Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws

and regulations.

Our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant

laws and regulations described as having a direct effect on the financial statements;

• enquiring of management, the Audit and Risk Committee and in-house and external legal counsel concerning actual and potential

litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due

to fraud;

• reading minutes of meetings of those charged with governance and reviewing internal audit reports.

• in addressing the presumed risk of fraud in revenue recognition (rebates and discounts), our procedures included:

– obtaining an understanding of and assessing the design and determining the implementation of relevant controls in place over the

various selling and rebate arrangements within the Group;

– obtaining reconciliations showing the movements on rebates and discounts during the year. On a sample basis, we agreed a number

of rebates and discounts for the year to customer agreements and assessed whether there were any material one off or unusual

transactions during the year;

– considering material adjustments and renegotiations which occurred during the year and reviewed the accounting treatment to ensure

compliance with the requirements of IFRS 15.

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the

business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including

internal specialists and component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

121Strategic Report | Directors’ Report | Financial Statements | Other Information

Report on other legal and regulatory requirements

Opinion on other matters prescribed by the Companies Act 2014

Based solely on the work undertaken in the course of the audit, we report that:

• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

• In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited.

• The Company Statement of Financial Position is in agreement with the accounting records.

• In our opinion the information given in the Directors’ report is consistent with the financial statements and the Directors’ report has been

prepared in accordance with the Companies Act 2014.

Corporate Governance Statement

The Listing Rules and ISAs (Ireland) require us to review the Directors’ statement in relation to going concern, longer-term viability and the

part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code

specified for our review.

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 with regards the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified, set out on page 56;

• the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is

appropriate, set out on page 56;

• the Directors’ statement on fair, balanced and understandable, set out on page 111;

• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the Annual

Report and Financial Statements that describe the principal risks and the procedures in place to identify emerging risks and an explanation

of how they are being managed or mitigated, set out on page 106;

• the section of the Annual Report and Financial Statements that describes the review of effectiveness of risk management and internal

control systems, set out on page 86; and

• the section describing the work of the Audit and Risk committee, set out on page 82 to page 87.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have

not identified material misstatements in the Directors’ report.

We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the

disclosures of Directors’ remuneration and transactions specified by law are not made.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work

has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company

and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Kevin Sheehan

For and on behalf of Deloitte Ireland LLP

Chartered Accountants and Statutory Audit Firm

Deloitte & Touche House, Earlsfort Terrace, Dublin 2

Date: 2 December 2024

Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in

particular on whether any changes may have occurred to the financial statements since first published. These matters are the responsibility of

the directors but no control procedures can provide absolute assurance in this area.

Legislation in Ireland governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

122 Greencore Group plc Annual Report and Financial Statements 2024

			2024*			2023*
		Pre-			Pre-
		exceptional	Exceptional	Total	exceptional	Exceptional	Total
	Notes	£m	(Note 7)	£m	£m	(Note 7)	£m
Revenue	2	1 ,8 0 7. 1	–	1 , 8 07. 1	1 ,91 3 .7	–	1 ,91 3 .7
Cost of sales		(1 , 2 07. 5)	–	(1 , 2 07. 5)	(1,344. 9)	–	(1,344 . 9)
Gross profit		599.6	–	599.6	568.8	–	568.8
Operating costs before acquisition-related
amortisation	3	(50 0.9)	(10. 2)	(511 . 1)	(491 .4)	(6 .7)	(49 8 .1)
Impairment of trade receivables	22	(1 . 2)	–	(1 . 2)	(1 .1)	–	(1 .1)
Group operating profit/(loss) before acquisition
related amortisation		97. 5	(10.2)	8 7. 3	76. 3	(6 .7)	69. 6
Amortisation of acquisition-related intangibles		(3 .0)	–	(3.0)	(3 .6)	–	(3.6)
Group operating profit/(loss)		94.5	(10. 2)	84. 3	72 .7	(6 .7)	66.0
Finance income	8	1 .0	–	1 .0	0.7	–	0.7
Finance costs	8	(2 3.8)	–	(23. 8)	(21 . 5)	–	(21 .5)
Profit/(loss) before taxation		71 .7	(10. 2)	61 . 5	51 .9	(6 .7)	45. 2
Taxation	9	(16.0)	0.8	(15 .2)	(10. 5)	1.2	(9. 3)
Profit/(loss) for the financial year attributable to the equity holders		55.7	(9.4)	46. 3	41 .4	(5 .5)	3 5.9
Earnings per share (pence)
Basic earnings per share	10			10. 1			7. 2
Diluted earnings per share	10			9.9			7. 2

* The financial year is the 52 week period ended 27 September 2024 with comparatives for the 52 week period ended 29 September 2023.

Group Income Statement

financial year ended 27 September 2024

123Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Statement of Comprehensive Income

financial year ended 27 September 2024

		2024	2023
	Notes	£m	£m
Other comprehensive income for the financial year
Items that will not be reclassified to profit or loss:
Actuarial loss on Group legacy defined benefit pension schemes	5	(4. 7)	(9. 2)
Tax on Group legacy defined benefit pension schemes	9	1. 3	(0.6)
		(3. 4)	(9. 8)
Items that may subsequently be reclassified to profit or loss:
Currency translation adjustment		(0. 3)	(0. 5)
Translation reserve transferred to Income Statement on disposal of subsidiary		–	(0.6)
Cash flow hedges:
fair value movement taken to equity		(0.8)	(3.1)
transferred to Income Statement for the financial year		(2 .9)	(1 . 5)
		(4. 0)	(5 .7)
Other comprehensive income for the financial year		(7. 4)	(1 5 .5)
Profit for the financial year		46. 3	35 .9
Total comprehensive income for the financial year attributable to equity holders		38.9	20.4

124 Greencore Group plc Annual Report and Financial Statements 2024

		2024	2023
	Notes	£m	£m
ASSETS
Non-current assets
Goodwill and intangible assets	12	456 .1	4 61 .1
Property, plant and equipment	13	300.7	31 5 .5
Right-of-use assets	14	41 .4	41 .0
Investment property	15	3.5	4.6
Retirement benefit assets	24	15.3	18 .4
Derivative financial instruments	21	–	3.7
Deferred tax assets	9	30. 2	28.8
Trade and other receivables		–	0. 1
Total non-current assets		84 7 .2	873 . 2
Current assets
Inventories	16	66.4	72. 9
Trade and other receivables	17	232 .6	2 34.2
Cash and cash equivalents	19	5 7. 3	1 16 . 5
Derivative financial instruments	21	0. 5	0 .9
Current tax receivable		0.7	–
Total current assets		3 5 7. 5	424 . 5
Total assets		1 ,204 .7	1 , 29 7. 7
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital	25	4.5	4.8
Share premium		90.5	89.7
Other reserves		116. 3	120 .8
Retained Earnings		238.9	24 4 . 5
Total equity		450. 2	459. 8
LIABILITIES
Non-current liabilities
Borrowings	20	1 4 7. 6	1 25.8
Lease liabilities	14	31 . 3	3 0.7
Other payables	18	2.2	2.4
Derivative financial instruments	21	0.9	–
Provisions	23	6.8	6 .9
Retirement benefit obligations	24	30. 1	38. 5
Deferred tax liabilities	9	2 7. 5	15. 2
Total non-current liabilities		246 .4	2 19. 5
Current liabilities
Borrowings	20	5 7. 8	14 4. 7
Trade and other payables	18	431 . 0	44 6.0
Lease liabilities	14	1 3.6	14. 3
Derivative financial instruments	21	0.6	–
Provisions	23	1 .9	3 .0
Current tax payable		3.2	10.4
Total current liabilities		508. 1	61 8.4
Total liabilities		754 .5	8 3 7. 9
Total equity and liabilities		1 ,204 .7	1 , 2 97. 7

On behalf of the Board

Leslie Van De Walle Catherine Gubbins

Director Director

Group Statement of Financial Position

at 27 September 2024

125Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Statement of Cash Flows

financial year ended 27 September 2024

		2024	2023
	Notes	£m	£m
Profit before taxation		61 .5	45 .2
Finance income	8	(1 .0)	(0.7)
Finance costs	8	23.8	21 .5
Exceptional items	7	10. 2	6 .7
Group operating profit before exceptional items		94.5	72.7
Depreciation and impairment of property, plant and equipment and right-of-use assets	13, 14	5 7. 0	56.8
Amortisation and impairment of intangible assets	12	5.9	6.3
Employee share-based payment expense		5.7	3 .3
Contributions to Group legacy defined benefit pension scheme	24	(11 . 5)	(1 1 .1)
Working capital movement	26	(8.0)	2.2
Net cash inflow from operating activities before exceptional items, interest and tax		143 .6	130. 2
Cash outflow related to exceptional items	7	(5.3)	(10 .9)
Interest paid (including lease liability interest)		(20.9)	(1 7. 6)
Tax paid		(5. 4)	(2.7)
Net cash inflow from operating activities		112 .0	99. 0
Cash flow from investing activities
Purchase of property, plant and equipment		(31 . 5)	(36.0)
Purchase of intangible assets		(0.9)	(1 .4)
Disposal of investment property	15	0.7	–
Disposal of undertakings	28	–	6.1
Net cash outflow from investing activities		(31 .7)	(31 . 3)
Cash flow from financing activities
Proceeds from issue of shares	25	0.8	–
Ordinary Shares purchased – own shares	25	(5. 5)	(3.9)
Capital return via share buyback	25	(55 .0)	(26. 2)
Repayment of bank borrowings	22	(105.0)	(20.2)
Drawdown of bank borrowings	22	97. 3	–
Repayment of Private Placement Notes	22	(1 5. 5)	(1 5. 5)
Settlement of swaps on maturity of Private Placement Notes		(0. 1)	(0. 1)
Repayment of lease liabilities	14	(1 5.7)	(15.6)
Net cash outflow from financing activities		(98.7)	(81 . 5)
Net decrease in cash and cash equivalents and bank overdrafts		(18. 4)	(13.8)
Reconciliation of opening to closing cash and cash equivalents and bank overdrafts
Cash and cash equivalents and bank overdrafts at beginning of the financial year	19	32 . 8	46 .7
Translation adjustment		0.0	(0. 1)
Net decrease in cash and cash equivalents and bank overdrafts		(18 .4)	(13.8)
Cash and cash equivalents and bank overdrafts at end of the financial year	19	14.4	32.8

126 Greencore Group plc Annual Report and Financial Statements 2024

	Share	Share	Other	Retained	Total
	capital	premium	reserves	earnings	equity
	£m	£m	£m	£m	£m
At 29 September 2023	4.8	8 9.7	120. 8	244 . 5	4 59. 8
Total comprehensive income for the financial year
Actuarial gain on Group legacy defined benefit pension schemes	–	–	–	(4 .7)	(4 .7)
Tax on Group legacy defined benefit pension schemes	–	–	–	1 . 3	1 . 3
Currency translation adjustment	–	–	(0. 3)	–	(0 .3)
Cash flow hedge fair value movement taken to equity	–	–	(0.8)	–	(0. 8)
Cash flow hedge transferred to Income Statement	–	–	(2 .9)	–	(2 . 9)
Profit for the financial year	–	–	–	46 .3	46. 3
Total comprehensive income for the financial year	–	–	(4 .0)	42 .9	38.9
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payments expense	–	–	5.7	–	5.7
Tax on employee share-based payments	–	–	–	5.5	5.5
Exercise, lapse or forfeit of share-based payments	–	0. 8	(2 . 3)	2 .3	0.8
Shares acquired by Employee Benefit Trust (A)	–	–	(5 .5)	–	(5. 5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee
Benefit Trust (B)	–	–	1 . 3	(1 .3)	–
Capital return via share buyback (C)	(0. 3)	–	0. 3	(55.0)	(55.0)
Total transactions with equity holders of the Company	(0. 3)	0.8	(0 .5)	(48 . 5)	(4 8 . 5)
At 27 September 2024	4.5	9 0.5	116. 3	238.9	450. 2

	Share	Share	Other	Retained	Total
	capital	premium	reserves	earnings	equity
	£m	£m	£m	£m	£m
At 30 September 2022	5.2	89.7	1 2 7. 8	24 2 .9	465 .6
Total comprehensive income for the financial year
Actuarial gain on Group legacy defined benefit pension schemes	–	–	–	(9. 2)	(9. 2)
Tax on Group legacy defined benefit pension schemes	–	–	–	(0.6)	(0.6)
Currency translation adjustment	–	–	(0. 5)	–	(0. 5)
Translation reserve transferred to Income Statement on disposal of subsidiary	–	–	(0.6)	–	(0.6)
Cash flow hedge fair value movement taken to equity	–	–	(3. 1)	–	(3.1)
Cash flow hedge transferred to Income Statement	–	–	(1 . 5)	–	(1 .5)
Profit for the financial year	–	–	–	35 .9	35 .9
Total comprehensive income for the financial year	–	–	(5.7)	26 . 1	20.4
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payments expense	–	–	3.6	–	3.6
Tax on employee share-based payments	–	–	–	0. 3	0.3
Exercise, lapse or forfeit of share-based payments	–	–	(3. 3)	3.3	–
Shares acquired by Employee Benefit Trust (A)	–	–	(3 .9)	–	(3 .9)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee
Benefit Trust (B)			1 .9	(1 .9)	–
Capital return via share buyback (C)	(0.4)	–	0.4	(26. 2)	(26.2)
Total transactions with equity holders of the Company	(0.4)	–	(1. 3)	(24 . 5)	(26.2)
At 29 September 2023	4.8	8 9.7	1 20. 8	24 4 . 5	459. 8

Group Statement of Changes In Equity

financial year ended 27 September 2024

127Strategic Report | Directors’ Report | Financial Statements | Other Information

Other reserves

	Share-				Foreign
	based		Undenominated		currency
	payment	Own	capital	Hedging	translation
	reserve (D)	shares (E)	reserve (F)	reserve (G)	reserve (H)	Total
	£m	£m	£m	£m	£m	£m
At 29 September 2023	4.1	(6 .4)	120.9	3.5	(1 . 3)	1 20.8
Total comprehensive income for the financial year
Currency translation adjustment	–	–	–	–	(0. 3)	(0. 3)
Cash flow hedge fair value movement taken to equity	–	–	–	(0. 8)	–	(0. 8)
Cash flow hedge transferred to Income Statement	–	–	–	(2 .9)	–	(2 . 9)
Total recognised income and expense for the financial year	–	–	–	(3.7)	(0. 3)	(4. 0)
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payments expense	5.7	–	–	–	–	5.7
Exercise, lapse or forfeit of share based payments	(2 .3)	–	–	–	–	(2 . 3)
Shares acquired by Employee Benefit Trust (A)	–	(5 .5)	–	–	–	(5 . 5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B)	–	1 . 3	–	–	–	1 .3
Capital return via share buyback (C)	–	–	0. 3	–	–	0.3
Total transactions with equity holders of the Company	3.4	(4 . 2)	0.3	–	–	(0. 5)
At 27 September 2024	7. 5	(10.6)	1 21 .2	(0. 2)	(1 .6)	1 16. 3

	Share-				Foreign
	based		Undenominated		currency
	payment	Own	capital	Hedging	translation	Total
	reserve (D)	shares (E)	reserve ((F)	reserve (G)	reserve (H)	£m
At 30 September 2022	3.8	(4 .4)	1 20. 5	8. 1	(0. 2)	1 27. 8
Total comprehensive income for the financial year
Currency translation adjustment	–	–	–	–	(0.5)	(0. 5)
Translation reserve transferred to Income Statement on disposal
of subsidiary	–	–	–	–	(0.6)	(0.6)
Cash flow hedge fair value movement taken to equity	–	–	–	(3. 1)	–	(3.1)
Cash flow hedge transferred to Income Statement	–	–	–	(1 .5)	–	(1. 5)
Total recognised income and expense for the financial year	–	–	–	(4. 6)	(1 .1)	(5 .7)
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payments expense	3 .6	–	–	–	–	3 .6
Exercise, lapse or forfeit of share based payements	(3.3)	–	–	–	–	(3. 3)
Shares acquired by Employee Benefit Trust (A)	–	(3 .9)	–	–	–	(3 .9)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B)	–	1 .9	–	–	–	1 .9
Capital return via share buyback (C)	–	–	0.4	–	–	0.4
Total transactions with equity holders of the Company	0. 3	(2.0)	0.4	–	–	(1 . 3)
At 29 September 2023	4.1	(6 .4)	12 0.9	3.5	(1. 3)	1 20. 8

(A) Pursuant to the terms of the Employee Benefit Trust 4,152,708 shares (2023: 5,688,856) were purchased during the financial year ended 27 September 2024 for a cash cost of £5 .5m

(2023: £3 .9m). Further details are set out in Note 25.

(B) During the financial year 1,717,280 (2023: 1,540,738) shares with a nominal value at the date of transfer of £0 .017m (2023: £0.0 15m) at a cost of £1 . 3m (2023: £1.9m) were transferred

to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restricted Share Plan. Further details are set out in Note 25.

(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 34,793,763 Ordinary Shares (2023: 33,382,718) as part of the share buyback

programme. Further details are set out in Note 25.

(D) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave

Scheme, the Employee Share Incentive Plan and the Restricted Share Plan.

(E) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s

employee share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6.

(F) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of

Greencore Group plc on conversion to the euro.

(G) The hedging reserve represents the effective portion of gains or losses on hedging instruments from the application of cash flow hedge accounting for which the underlying hedged

transaction is not impacting profit or loss. The cumulative deferred gain or loss on the hedging instrument is reclassified to profit or loss only when the hedged transaction is no longer

expected to occur.

(H) The foreign currency translation reserve reflects the exchange difference arising from the translation of the net investments in foreign operations and on borrowings and other

currency instruments designated as hedges of such investments which are taken to equity. When a foreign operation is sold, exchange differences that are recorded in equity are

recognised in the Group Income Statement as part of the gain or loss on sale.

128 Greencore Group plc Annual Report and Financial Statements 2024

Notes to the Group Financial Statements

Financial year ended 27 September 2024

1. Group Statement of accounting policies

General information

Greencore Group plc (‘the Company’), registered number 170116, together with its subsidiaries (‘the Group’) is a manufacturer of convenience

foods in the UK. The Company is a public limited company incorporated and domiciled in the Republic of Ireland and the Company’s shares

are publicly traded on the London Stock Exchange. The address of its registered office is Fourth Floor, Block 2, Dublin Airport Central, Dublin

Airport, K67 E2H3, Ireland .

Statement of compliance

The Group Financial Statements of Greencore Group plc have been prepared in accordance with International Financial Reporting Standards

(‘IFRS’) and their interpretations approved by the International Accounting Standards Board (‘IASB’) as adopted by the European Union (‘EU’)

and those parts of the Companies Act 2014, applicable to companies reporting under IFRS. The material accounting policies adopted by the

Group are set out below.

Basis of preparation

The Group Financial Statements, which are presented in sterling and rounded to the nearest million (unless otherwise stated), have been

prepared on a going concern basis under the historical cost convention, except where assets and liabilities are stated at fair value in

accordance with relevant accounting policies.

The accounting policies applied in the preparation of the Group Financial Statements for the financial year ended 27 September 2024 have

been applied consistently by the Group and have been consistently applied to all financial years presented, unless otherwise stated.

The Group Financial Statements are prepared to the Friday nearest to 30 September. Accordingly, these Financial Statements are prepared

for the 52-week period ended 27 September 2024 (‘financial year’). Comparatives are for the 52-week period ended 29 September 2023.

The Statement of Financial Position has been prepared as at 27 September 2024 and comparatives prepared as at 29 September 2023.

Going concern

The Directors, after making enquiries, have a reasonable expectation that the Group has adequate resources to continue operating as a going

concern for the foreseeable future.

In the current financial year, the Group’s performance has continued to improve and this is further supported by the Group’s access to liquidity

which is underpinned by the successful refinancing of its debt facilities with a new five year £350.0m sustainability linked revolving credit

facility (‘RCF’) obtained in November 2023 replacing the £340.0m RCF that had been due to mature in January 2026. The new facility matures

in November 2028 with the option of two additional one-year extensions.

While the Group is in a net current liability position of £150.6m (2023: £193.9m) at 27 September 2024, the Group has retained financial

strength and flexibility, with cash and undrawn committed bank facilities of £279.4m at 27 September 2024 (2023: £327.8m). As a result of the

improved financial performance, liquidity available to the Group and the Group’s strong trading relationships with customers and suppliers,

the Directors believe that the Group is well placed to manage its business risks successfully.

For the purpose of the going concern assessment, the Group has used the latest internally approved forecasts and strategic plan as a base

case which takes into account the Group’s current position and future prospects. The Group has used this to produce downside and severe

downside scenarios which consider the potential impact of commercial risks materialising which would result in a decrease in volume along

with under delivery of targets set out under the Group’s commercial and operational initiatives and potential expenditure that may arise due

to near term climate-related risks identified as part of the Group’s scenario analysis completed during FY24. The impact on revenue; profit;

and cashflow are modelled, including the consequential impact on working capital and bank covenants.

Based on the forecast cashflows, throughout the 18-month period from the year end date, the Group is satisfied that it has sufficient

resources available and has adequate headroom to meet covenant thresholds (as set out on page 154 within the Bank Borrowings section)

and if needed, the Group could employ mitigants within its control, which would include a reduction in non-business critical capital projects

and other discretionary cash flow items.

As a result, the Directors believe the Group has sufficient liquidity to manage through a range of different cashflow scenarios over the next 18

months from the year end date. Accordingly, the Directors adopt the going concern basis in preparing these Group Financial Statements.

Significant accounting judgements and significant sources of estimation uncertainty

The preparation of the Group Financial Statements in accordance with IFRS requires management to make certain estimates, assumptions and

judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates

and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the

circumstances on which the estimate was based or as a result of new information or more experience. Such changes are recognised in the

financial year in which the estimate is revised. Therefore, although these estimates are based on management’s best estimate of the amount,

event or actions, actual results ultimately may differ from those estimates.

129Strategic Report | Directors’ Report | Financial Statements | Other Information

The Group has considered the impact of climate change on the Financial Statements in the going concern assessment and goodwill

impairment testing, as climate-related expenditure is recorded in the underlying budget and strategic plan (page 149). The Group has

also considered the impact of climate change on the impairment of non-financial assets (Notes 12 and 13) and as part of the assumptions

underpinning the retirement benefit obligations (Note 24).

Significant accounting judgements

Below are the significant accounting judgements, apart from those involving estimations (which are dealt with separately below), that are

exercised in applying the Group accounting policies.

Disclosure of items as exceptional items (Note 7)

The Group consider that items of income or expense which by virtue of their quantitative scale and/or qualitative nature should be disclosed

separately if the Group Financial Statements are to fairly present the financial performance of the Group. The Group label these items

collectively as ‘exceptional items’.

Determining which transactions are to be considered exceptional in nature is often a subjective matter, therefore the Group consider this to

be a significant judgement. However, circumstances that the Group believe would give rise to exceptional items for separate disclosure are

outlined in the exceptional accounting policy on page 136.

All exceptional items are included on the appropriate Income Statement line item to which they relate. In addition, for clarity, separate

disclosure is made of all items in one column on the face of the Group Income Statement.

Taxation (Note 9)

Provisions for current and deferred taxes require judgement in areas where the treatment of certain items may be the subject of debate with

tax authorities. The Group provide for current and deferred taxes using the method that best predicts the resolution of the uncertainty. The

Group is required to consider the range of possible outcomes for a number of transactions and/or calculations across all the jurisdictions

where the Group is subject to income taxes and to provide for current and deferred taxes accordingly, applying either the ‘expected value

method’ or the ‘most likely method’ for each uncertainty dependent on the method that we expect to better predict the resolution of the

uncertainty in each case. The Group consider this to be a judgemental area, due to the increasing complexity and a period of significant

change in tax legislation.

Recognition of deferred tax assets requires consideration of the value of those assets and the likelihood that those assets will be utilised in

the foreseeable future. The recognition relies on the availability of sound and relatively detailed forecast information regarding the future

performance of the business which has the legal right to utilise the deferred tax assets. The Group performed its assessment of the recovery

of deferred tax assets at 27 September 2024, taking into account the Group’s actual and historic performance, the impact of tax legislation

enacted at the reporting date and the detailed financial forecasts and budgets for the business covering the periods over which the assets are

expected to be utilised.

Provisions (Note 23)

The recognition of provisions is a significant judgement in the preparation of the Group Financial Statements due to the uncertainty around

the timing or amount for which the provision will be settled. The Group recognises provisions for property dilapidation, remediation or

closure costs and other items such as restructuring or legal provisions. Provisions are recognised when the Group has a legal or constructive

obligation and judgement is required relating to the level of provision required at the reporting date to satisfy the obligation. These liabilities

recognised in the Group Financial Statements require judgement, as to the level of provision to be recognised, based on the information

available to management at the time of determination of the liability. Provisions are reassessed at each reporting date. The Group holds £8.7m

of provisions at 27 September 2024 (2023: £9.9m).

Significant sources of estimation uncertainty

The Group’s significant estimates are those with a significant risk of resulting in a material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

Impairment of goodwill (Note 12)

The Group has capitalised goodwill of £447.3m at 27 September 2024 (2023: £447.3m). Goodwill is required to be tested for impairment at

least annually or more frequently if changes in circumstances or the occurrence of events indicating potential impairment exist.

The Group considers the impairment of goodwill to be a significant estimate for FY24 due to the subjectivity of the assumptions used.

The Group uses the present value of future cash flows to determine the recoverable amount. In calculating the value in use, management

assessment and estimation is required in forecasting cash flows of Cash Generating Units (‘CGUs’), in determining terminal growth values and

in setting an appropriate discount rate. Sensitivities to changes in assumptions are detailed in Note 12.

130 Greencore Group plc Annual Report and Financial Statements 2024

1. Group Statement of accounting policies continued

Significant sources of estimation uncertainty continued

Post-retirement benefits (Note 24)

The Group has identified post-retirement benefits as a significant source of estimation uncertainty in the preparation of the Group Financial

Statements for FY24. While the Group has de-risked the retirement benefit obligation through restructures in previous periods, there is still

significant estimates used in the estimation of, and accounting for, retirement benefit obligations in conjunction with independent actuaries.

These involve estimating the actuarial assumptions including mortality rates of members, increase in pension payments and inflation-linked

increases to certain obligations and discount rates used in estimating the present value of the schemes assets and liabilities.

Details of the financial position of the post-retirement benefit schemes and the sensitivity of assumptions are set out in Note 24.

New standards and interpretations

The following changes to IFRS became effective or were adopted by the Group during the financial year but did not result in material changes

to the Group’s Consolidated Financial Statements:

• IFRS 17 Insurance Contracts including amendments to IFRS 17

• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosures of Accounting Policies

• Amendments to IAS 8 Definition of Accounting Estimates

• Amendments to IAS 12 Deferred tax related to assets and liabilities arising from a single transaction

• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12**

New and amended standards and interpretations not yet mandatorily effective

The Group has not applied certain new standards, amendments and interpretations to existing standards which are not yet mandatorily

effective:

• Amendment to IFRS 16 Lease Liability in Sale and Leaseback

• Amendment to IAS 1 Classification of Liabilities as Current or Non-current

• Amendments to IAS 1 Non-current Liabilities with Covenants

• Amendments to IAS 21 Lack of Exchangeability

• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures*

• IFRS 18 Presentation and Disclosure in Financial Statements*

• Annual Improvements Volume 11*

• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)*

* The above standards/amendments have not yet been endorsed by the EU.

** The exception included in the above amendment was first applied in the FY23 Financial Statements in line with IFRS requirements. Please see Note 9 for further information.

Basis of consolidation

The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings.

Subsidiaries

Subsidiary undertakings are included in the Group Financial Statements from the date on which control over the operating and financial

policies is obtained and cease to be consolidated from the date on which control is transferred out of the Group. The Group controls an entity

when it has power over the entity, is exposed, or has the rights to, variable returns from its involvement with the entity and has the ability to

affect those returns through its power over the entity. The Group reassess whether or not it controls an investee if facts and circumstances

indicate that there are changes to one or more of the elements of control. All intra-Group transactions, balances and unrealised gains on

transactions between Group undertakings are eliminated on consolidation. Unrealised losses are also eliminated, except where they provide

evidence of impairment.

Revenue recognition

The Group’s revenue is primarily derived from the manufacture of convenience food products and all revenue relates to revenue from

contracts with customers. The Group’s customer contracts typically include one performance obligation (being the delivery of the related

product), with revenue recognised when the performance obligation is satisfied.

Revenue is measured based on the consideration specified in a contract with a customer and represents the transaction price of the sale of

goods and rendering of services to external customers, net of value added tax and rebates in the ordinary course of the Group’s activities.

Many of the Group’s revenue contracts include an element of variable consideration, such as trade discounts, namely in the form of

rebate arrangements or other incentives to customers. The arrangements can take the form of volume and fixed rebates, marketing fund

contributions, promotional fund contributions or lump sum incentives. The Group recognises revenue, net of such incentives in the period

in which the arrangement applies, only when it is highly probable a significant reversal in the cumulative amount of revenue will not occur.

Volume-based rebates are calculated based on the Group’s estimate of rebates expected to be paid to customers using the ‘most likely

amount’ in line with IFRS 15 Revenue from Contracts with Customers requirements, whereas fixed rebates are accounted for as a reduction

in revenue over the life of the contract.

Revenue is recognised at a point in time, when control of the goods or services are transferred to the customer, which is determined to be

either when the goods are dispatched or received by the customer, depending on individual contracts.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

131Strategic Report | Directors’ Report | Financial Statements | Other Information

Supplier rebates

The Group enters into rebate arrangements with its suppliers, which are volume related. These supplier rebates received are recognised as a

deduction from cost of sales, based on the entitlement that has been earned up to the reporting date, for each relevant supplier arrangement.

Property, plant and equipment

Freehold land and capital work in progress are stated at cost less impairment, if any. All other property, plant and equipment are shown at

cost less depreciation and any impairments. The cost of all property, plant and equipment comprises its purchase price and any directly

attributable costs.

Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful

life using the straight-line method over the following periods:

• Freehold and long leasehold buildings 25–50 years

• Plant and machinery 3–25 years

• Fixtures and fittings 3–25 years

Useful lives and residual values are reassessed annually.

Subsequent costs incurred relating to specific assets are included in an asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured

reliably. All other costs are charged to the profit or loss during the financial period in which they are incurred.

The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that

the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written

down to their recoverable amount.

The recoverable amount of property, plant and equipment is the greater of fair value less costs of disposal and value in use. In assessing value

in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments

of the time value of money and the risks specific to the asset. Impairment losses are recognised in profit or loss.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no

longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss

is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot

exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in

prior years. Such reversal is recognised in profit or loss. Following the recognition or reversal of an impairment loss, the depreciation charge

applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over

the remaining useful life.

Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying amount

at the date of sale.

Leases

The Group leases various properties, motor vehicles and equipment. Rental contracts are typically made for fixed periods but may have

extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A right-of-use asset and lease liability are recognised

at commencement for contracts containing a lease, with the exception of leases with a term of 12 months or less or leases where the

underlying asset is of low value. For those leases, the Group recognises the lease payments as an operating expense on a straight-line basis

over the term of the lease unless another more systematic basis is more representative of the time pattern in which the economic benefits

from the leased assets are consumed by the Group.

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 interest rate implicit in the lease or if this rate cannot be readily determined, the incremental borrowing rate. Lease payments include

fixed payments, payments for an optional renewal period and termination option payments. The lease term is the non-cancellable period for

which the Group have the right to use an underlying asset, together with (i) periods covered by an option to extend the lease if the Group is

reasonably certain to exercise that option, and (ii) periods covered by an option to terminate the lease if the Group is reasonably certain not

to exercise that option. The Group has applied judgement to determine the lease term for lease contracts that include renewal options and

break clauses.

Following initial recognition, the lease liability is measured at amortised cost using the effective interest method. It is remeasured when there

is a change in future minimum lease payments or when the Group changes its assessment of whether it is reasonably certain to exercise an

option within a contract.

132 Greencore Group plc Annual Report and Financial Statements 2024

1. Group Statement of accounting policies continued

Leases continued

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the asset

less any lease incentives received. After lease commencement, the Group measures right-of-use assets using a cost model, reflecting cost less

accumulated depreciation and impairment. The right-of-use asset is depreciated using the straight-line method from the commencement

date to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise

of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in

which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate unless the lease

payments change is due to a change in a floating interest rate, in which case a revised discount rate is used; or

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is

remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the

effective date of the modification.

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,

and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the

identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets

acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree

and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a

bargain purchase gain.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwill is allocated to

Cash Generating Unit’s (‘CGU’s) expected to benefit from the combination’s synergies. Goodwill is tested annually for impairment or more

frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately

in profit or loss.

Acquisition-related intangibles

An intangible asset, which is an identifiable non-monetary asset without physical substance, is capitalised separately from goodwill as part

of a business combination to the extent that it is probable that the expected future economic benefits attributable to the asset will accrue

to the Group and that its fair value can be measured reliably. The asset is determined to be identifiable when it is separable (i.e. capable of

being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset

or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the

Group or from other rights and obligations.

Subsequent to initial recognition, the acquisition-related intangible assets acquired as part of a business combination, are carried at cost

less any accumulated amortisation and any accumulated impairment losses. The carrying amounts of intangible assets with finite lives are

reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances

indicate that the carrying values may not be recoverable. Any impairment charge is taken to profit or loss.

The amortisation of intangible assets is calculated to write off the carrying amount of intangible assets with finite lives over their useful lives on

a straight-line basis on the assumption of zero residual value. Customer-related intangible assets are amortised over periods ranging from one

to seven years.

The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s estimate of the

period over which economic benefit will be derived from the asset. The remaining useful life of intangible assets with finite lives are reviewed

at the end of each reporting period and revised where appropriate to reflect the period over which the Group will receive the economic

benefit from use.

Computer software

Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associated with developing

and upgrading computer software programs are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. There is a

full assessment carried out to ensure the computer software does not qualify as software as a service and should be expensed to the profit or

loss in the financial year.

Following initial recognition, computer software is carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation is charged to profit or loss during its expected useful life using the straight-line method over the following periods:

• Computer software 3–7 years

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

133Strategic Report | Directors’ Report | Financial Statements | Other Information

The carrying amount of computer software assets are reviewed for indicators of impairment at each reporting date and are subject to

impairment testing when events or changes in circumstances indicate the carrying value may not be recoverable.

Investment property

Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprises its purchase price and

any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off

the cost, less residual value, on a straight-line basis over the expected life of each property. Freehold land is not depreciated.

An impairment to investment property is recognised when the carrying value of the asset exceeds the recoverable value. The recoverable

value is determined as the higher of the fair value less costs of disposal and the asset’s value in use. Fair value is determined by the Directors,

assisted by external property valuers.

Rental income arising on investment property is accounted for as an operating lease in line with the requirements of IFRS 16 Leases and is

recognised within other operating income.

In relation to the recognition of income on the disposal of property, income is recognised when there is an unconditional exchange of

contracts, or when all necessary terms and conditions have been fulfilled.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no

longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss

is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot

exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in

prior years. Such reversal is recognised in profit or loss.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out or weighted average as

appropriate. Cost includes raw materials, direct labour expenses, cost of conversion and related production and other overheads net of

supplier rebates.

Net realisable value is the estimated selling price, in the ordinary course of business, less all costs necessary to make the sale.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an

outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the

amount of the obligation.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the

class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same

class of obligation may be small.

Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when

the reimbursement is virtually certain. The expense relating to any provision is recognised in the Group Income Statement net of any

reimbursement.

A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of

the obligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of

economic benefits is probable.

Finance income and finance costs

Finance income comprises interest income on funds invested and the unwind of discount on assets. Interest income is recognised in profit or

loss as it accrues, using the effective interest method.

Finance costs comprises interest expense on borrowings, negative interest, if any, on bank deposits, unwind of discount on liabilities, interest

on lease obligations, interest on the net defined benefit pension scheme liabilities, changes in fair value of hedging instruments and other

derivatives that are recognised in profit or loss, foreign exchange on inter-company balances and external balances where hedge accounting

is not applied. All borrowing costs are recognised in profit or loss using the effective interest method.

Financial instruments

Cash and cash equivalents and bank overdrafts

Cash and cash equivalents are initially recognised at fair value and subsequently carried at amortised cost. Cash and cash equivalents include

cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts of

cash. These are subject to insignificant risk of changes in value and have an original maturity of three months or less.

134 Greencore Group plc Annual Report and Financial Statements 2024

1. Group Statement of accounting policies continued

Financial instruments continued

Cash and cash equivalents and bank overdrafts continued

The Group operates a cash pooling facility which allows subsidiaries of the Group to drawdown on cash from the pool, where the Group

has sufficient cash balances. The cash pooling arrangement operated by the Group includes a legal right of offset, however, it does not meet

the requirements for offsetting in accordance with IAS 32 Financial Instruments: Presentation and as such bank overdrafts are presented

separately to cash on the Group Statement of Financial Position.

Trade and other receivables

Trade and other receivables are initially recognised at transaction price and subsequently carried at amortised cost, net of allowance for

expected credit loss.

Trade receivables are derecognised when the Group no longer controls the contractual rights to those receivables. This is normally the case

when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all the credit

risks and control of the receivable has transferred.

Trade and other payables

Trade and other payables are initially recorded at fair value and subsequently at amortised cost.

Borrowings

All loans and borrowings are initially recognised at fair value less any directly attributable transaction costs. After initial recognition, loans and

borrowings are subsequently measured at amortised cost using the effective interest method.

Borrowings are derecognised when the Group’s obligations specified in the contracts expire, are discharged or cancelled.

When the Group modifies the terms of its debt facilities, it determines if the modification is a substantial or non-substantial modification.

A substantial change is attributable to a change in contractual cashflows of more than 10%, resulting in a derecognition of the existing facilities

and recognition of a new facility. A non-substantial modification to facilities results in the recognition of a modification gain or loss in the

Income Statement. A modification gain or loss is determined by recalculating the gross carrying value of the borrowings by discounting

the new contractual cash flows using the original effective interest rate. The transaction cost associated with modifying the terms of the

borrowings are spread forward by the adjusted effective interest rate.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least

12 months after the reporting date. Accrued interest is recorded in accruals within current liabilities.

Derivative financial instruments

The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative financial

instruments, such as forward foreign exchange contracts, cross-currency swaps and interest rate swap agreements, to hedge these exposures.

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

remeasured at fair value.

Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative instruments which are

held for trading and are not designated as effective hedging instruments are classified as a current asset or liability (as appropriate) regardless

of maturity if the Group expects that they may be settled within 12 months of the reporting date. All other derivative instruments that are

not designated as effective hedging instruments are classified by reference to their maturity date. The full fair value of a hedging derivative

is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or

liability if the maturity of the hedged item is less than 12 months.

The fair value of derivative instruments is determined by using valuation techniques. The Group uses its judgement to select the most

appropriate valuation methods and makes assumptions that are mainly based on observable market conditions existing at the reporting date.

For those derivatives designated as hedges and for which hedge accounting is sought, the hedging relationship is documented at its inception.

This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge

effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective in offsetting changes in

fair values or cash flows of hedged items.

For the purposes of hedge accounting, derivatives are classified as:

• Fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability; or

• Cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a

recognised asset or liability, or a highly probable forecast transaction; or

• Net investment hedges, when hedging the exposure to foreign currency differences between the functional currency of a foreign

operation and the functional currency of the parent.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

135Strategic Report | Directors’ Report | Financial Statements | Other Information

Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the income

statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because

they are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes.

The hedges that the Group has in place are cash flow hedges and the treatment is set out below:

Cash flow hedge

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly

probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised within equity in the

hedging reserve, with the ineffective portion being reported in the income statement as finance income or finance costs. When a highly

probable forecast transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from the

hedging reserve in equity and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and

losses that had previously been recognised within equity in the hedging reserve are transferred to the income statement as the cash flows of

the hedged item impact profit or loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge

accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised within equity in the hedging reserve is

kept in the hedging reserve until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative

gain or loss recognised within equity in the hedging reserve is transferred immediately to the income statement as finance costs.

Taxation

The charge/credit for the financial year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates

to items recognised in the Group Statement of Comprehensive Income or directly in equity, in which case the tax is also recognised in the

Group Statement of Comprehensive Income or directly in equity, respectively.

Current tax payable represents the expected tax payable on the taxable income for the financial year, using tax rates and tax laws enacted or

substantively enacted at the reporting date, along with any adjustment to tax payable in respect of previous years.

The Group provides in full for deferred tax assets and liabilities (using the liability method), arising from temporary differences between the tax

base of assets and liabilities and their carrying amounts in the Group Financial Statements except where they arise from the initial recognition

of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable

profit or loss and does not give rise to equal taxable and deductible temporary differences on a transaction that is not a business combination.

Such differences result in an obligation to pay more tax or a right to pay less tax in future periods. A deferred tax asset is only recognised where

it is probable that future taxable profits will be available against which the temporary differences giving rise to the asset can be utilised.

Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are enacted or substantively enacted at

the reporting date.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal

of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

The Group is subject to income taxes in a number of jurisdictions. Judgement is required in determining the Group’s provision for income taxes.

There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Group recognises liabilities for tax uncertainties based on estimates of whether additional taxes will be due. Where the final tax outcome

of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax

provisions in the period in which such determination is made. Once it has been concluded that a liability needs to be recognised, the liability

is measured based on either (i) the most likely amount or (ii) the expected value depending on which method the Group expects to better

predict the resolution of the uncertainty. The assessment is based on the judgement of tax professionals within the Group supported by

previous experience in respect of such activities and in certain cases based on specialist independent advice.

Employee benefits

Defined benefit pension plans

All of the legacy defined benefit pension schemes have been closed to future accrual since 31 December 2009. The cost of providing

benefits under the Group’s defined benefit pension plans is determined separately for each plan, using the projected unit credit method,

by professionally qualified actuaries and arrived at using actuarial assumptions based on market expectations at the reporting date. These

valuations attribute entitlement benefits to the current and prior periods to determine current service costs and the present value of defined

benefit pension obligations.

Remeasurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognised immediately

in the Group Statement of Financial Position with a corresponding debit or credit to retained earnings through the Group Statement of

Comprehensive Income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

136 Greencore Group plc Annual Report and Financial Statements 2024

1. Group Statement of accounting policies continued

Employee benefits continued

Defined benefit pension plans continued

Past service costs are recognised in profit or loss on the earlier of:

• The date of the plan amendment or curtailment; and

• The date that the Group recognises restructuring-related costs.

Net interest is calculated by applying the discount rate to the net defined benefit pension liability or asset.

When a settlement (eliminating all obligations for defined benefits already accrued) or a curtailment (reducing future obligations as a result

of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are

remeasured using current actuarial assumptions and the resultant gain or loss is recognised in profit or loss during the period in which the

settlement or curtailment occurs.

The Group seeks ways to reduce its liabilities through various restructuring activities. When a qualifying insurance policy is purchased for the

scheme liabilities, this is treated as a plan asset and the fair value of the insurance policy is determined to be the present value of the related

obligations. A settlement will only arise in winding up a scheme, when the Group enters into a transaction that eliminates all further legal or

constructive obligations for part or all the benefits provided under a defined benefit plan.

The defined benefit pension asset or liability in the Group Statement of Financial Position comprises the total, for each plan, of the present

value of the defined benefit pension obligation (using a discount rate based on high-quality corporate bonds) less the fair value of plan assets

out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities

is the published bid price. For unquoted securities, the most recent publicly available information is used to calculate the fair value, which

may differ from the financial year end date. The value of a net pension benefit asset is the present value of any economic benefit the Group

reasonably expects to recover by way of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to

the plan.

Employee share-based payments

The Group grants equity settled share-based payments to employees (through the Performance Share Plan, the Annual Bonus Plan, Employee

ShareSave Scheme, Employee Share Incentive Plan and Restricted Share Plan). The fair value of these is determined at the date of grant and is

expensed to profit or loss with a corresponding increase in equity which is spread over the vesting period. The fair value is determined using

an appropriate valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting

conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its

estimates of the number of options or awards that are expected to vest, recognising any adjustment in profit or loss, with a corresponding

adjustment to equity.

To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is

provided on the basis of the difference between the market price of the underlying equity as at the date of grant and the exercise price of the

option.

As a result, the deferred tax impact of share options will not directly correlate with the expense reported in profit or loss. To the extent that

the deductible difference exceeds the cumulative charge to the Group Income Statement, it is recorded in equity. When the exercise of share

options results in the issuance of shares, the proceeds received are credited to the share capital and share premium accounts.

Research and development

Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when

all the conditions set out in IAS 38 Intangible Assets are met.

Exceptional items

The Group has adopted an income statement format that seeks to highlight exceptional items within the Group’s results for the financial year.

Judgement is used by the Group in assessing the particular items which by virtue of their quantitative scale and/or qualitative nature should

be disclosed as exceptional items. Such items may include, but are not limited to, significant reorganisation programmes, profits or losses

on termination of operations, significant impairments of assets, transaction and integration costs related to acquisition activity, transaction

costs related to disposal activity and litigation costs and settlement. Exceptional items are included in a separate column within the Income

Statement caption to which they relate and are separately disclosed in the Notes to the Group Financial Statements. Where an item that has

been classified as exceptional spans more than one reporting period such as a multi-year restructuring programme, it will also be presented as

exceptional in the following period for consistency of presentation. The Group separately presents the cash paid for exceptional items in the

Group Statement of Cash Flows and the tax impact in the exceptional note disclosure.

Share capital

Ordinary Shares

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction

from equity, net of tax, from the proceeds.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

137Strategic Report | Directors’ Report | Financial Statements | Other Information

Own Share Reserve

The Own Share Reserve relates to Ordinary Shares in the Company, which are held in trust. The shares held in trust are granted to the

beneficiaries of the Group’s employee share award schemes when the relevant conditions of the schemes are satisfied, with a transfer

between the own share reserve and retained earnings when the transfer occurs.

2. Segment information

Convenience Foods is the Group’s operating segment, which represents its reporting segment. This reflects the Group’s organisational

structure and the nature of the financial information reported to and assessed by the Chief Operating Decision Maker (‘CODM’) as defined by

IFRS 8 Operating Segments. The CODM has been identified as the Group’s Board of Directors.

The segment incorporates convenience food categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled

soups and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire Puddings.

Up to 29 September 2023, the segment included an Irish ingredients trading business, Trilby Trading Limited, which was disposed of by the

Group on that date. The Irish ingredients trading business is therefore included in the prior financial year segment information and contributed

revenue of £80.1m and profit of £2.6m for the financial year ending 29 September 2023.

	Convenience Foods
	2024	2023
	£m	£m
Revenue	1,807. 1	1,913.7
Group operating profit before exceptional items and amortisation of acquisition-related intangible assets	97.5	76.3
Amortisation of acquisition-related intangible assets	(3.0)	(3.6)
Group operating profit before exceptional items	94.5	72.7
Finance income	1.0	0.7
Finance costs	(23.8)	(21.5)
Exceptional items	(10.2)	(6.7)
Taxation	(15.2)	(9.3)
Profit for the financial year	46.3	35.9

The following table disaggregates revenue by product categories in the Convenience Foods reporting. All income in the Group has been

recognised at a point in time and not over time. The Group’s revenue by geography is included on page 138.

	2024	2023
	£m	£m
Revenue for Convenience Foods
Food to go categories	1,244.6	1,252.6
Other convenience categories	562.5	661.1
Total revenue	1,807. 1	1,913.7

Food to go categories includes sandwiches, salads, sushi and chilled snacking while the other convenience categories include chilled ready

meals, chilled soups and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire Puddings.

Revenue earned individually from four customers in Convenience Foods of £348.5m, £295.1m, £285.9m and £188.5m respectively represents

more than 10% of the Group’s revenue (2023: Revenue earned individually from three customers in Convenience Foods of £348.3m, £280.7m

and £274.8m respectively represents more than 10% of the Group’s revenue).

Segment assets and liabilities

All assets and liabilities are allocated to the Convenience Foods segment. As such, an analysis of assets and liabilities has not been included in

this disclosure.

Other segment information

		Convenience Foods
	2024	2023
	£m	£m
Capital additions*	32.7	37.8
Right-of-use asset additions	16.1	13.3
Depreciation of property plant and equipment and right-of-use assets	53.9	53.8
Amortisation of computer software and other intangibles (computer software and other intangible assets)	2.3	2.7
Amortisation of acquisition related intangible assets – Customer related	3.0	3.6
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets)	801.7	822.3

138 Greencore Group plc Annual Report and Financial Statements 2024

2. Segment information continued

Geographic analysis

	Ireland			UK		Convenience Foods
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Revenue	–	80.1	1 ,807.1	1,833.6	1,807. 1	1,913.7
Capital additions*	1.2	–	31.5	37.8	32.7	37.8
Right-of-use asset additions	2.5	0.3	13.6	13.0	16.1	13.3
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets)	7.0	5.2	794.7	817.1	801.7	822.3

* This denotes capital additions for property, plant and equipment and computer software and other intangibles.

3. Operating costs before acquisition related amortisation

	2024	2023
	£m	£m
Employee costs	242.4	224.6
Factory, utility and overhead costs	67. 3	76.8
Distribution costs	57. 2	66.2
Other administrative costs**	43.3	37.6
Professional fees	14.5	11.5
Depreciation of property, plant and equipment	38.5	37.5
Depreciation of right-of-use assets	15.4	16.3
Amortisation of intangible assets	2.3	2.7
Lease rentals for low value and short term leases	7.0	6.4
Research and development costs	7.7	6.7
Impairment of property, plant and equipment	3.1	3.0
Impairment of intangibles	0.6	–
Other operating costs	1.7	2.8
Rental income from investment properties	(0.1)	(0.1)
Other operating income	–	(0.6)
Total operating costs before acquisition-related amortisation and exceptional items	500.9	491.4
Exceptional charge (Note 7)	10.2	6.7
Total operating costs before acquisition-related amortisation	511.1	498. 1

** Other administrative costs include insurance, IT and sundry administrative expenses.

4. Result for the financial year

The result for the Group for the financial year has been arrived at after charging the following amounts:

	2024	2023
	£m	£m
Directors’ remuneration
Emoluments and fees	2.1	2.4
Pension costs – defined contribution plans	0.1	0.1
Gain on share awards under short term incentive schemes	–	0.3
Compensation for loss of office	–	0.4
Total	2.2	3.2

During the current financial year, there were amounts accruing for two of the Directors under defined contribution pension schemes (2023: two).

	2024	2023
	£’000	£’000
Auditor’s remuneration
Audit of the Group Financial Statements	930	882
Other assurance services	90	72
Tax advisory services	–	–
Other non-audit services	–	–
Total	1,020	954

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

139 Strategic Report | Directors’ Report | Financial Statements | Other Information

5. Employment

The average monthly number of persons (including Executive Directors) employed by the Group during the financial year was:

	2024	2023
	Number	Number
Production	9,335	9,890
Distribution	1,566	1,553
Administration	2,528	2,559
	13,429	14,002

The staff costs for the financial year for the above employees were:

	2024	2023
	£m	£m
Wages and salaries	415.2	398.6
Social insurance costs	38.4	35.6
Employee share-based payment expense (Note 6)	5.7	3.6
Termination costs	0.6	6.2
Pension costs – defined contribution plans (Note 24)	16.3	15.5
	476.2	459.5
Legacy defined benefit interest cost (Note 24)	1.0	1.2
	477.2	460.7

Total staff costs recognised in the Group profit or loss were £475.6m (2023: £459.7m) while £1.6m of staff costs were capitalised during the

financial year (2023: £1.0m).

Actuarial loss on Group legacy defined benefit schemes recognised in the Group Statement of Other Comprehensive Income:

	2024	2023
	£m	£m
Return on plan assets (Note 24)	16.0	(36.0)
Actuarial (loss)/gain arising on scheme liabilities (Note 24)	(20.7)	26.8
Total loss taken directly to equity	(4.7)	(9.2)

6. Share-based payments

The Group operates a number of employee share award schemes which are equity settled share-based payments. A recognised valuation

methodology as set out in IFRS 2 Share-based payments is employed to determine the fair value of awards granted. The relevant valuation

methodology is described in the following sections for each share scheme. The charge incurred relating to these awards is recognised within

operating costs, unless specified as an exceptional item. Details of each of the employee share schemes operated by the Group are set out

below.

Annual Bonus Plan

Members of the Group Executive team and certain senior management participate in the Annual Bonus Plan as outlined in the Report on

Directors’ Remuneration. In accordance with this plan, a deferred share award equal to a proportion of the cash bonus is awarded to the

participating executives. The number of shares is calculated at market value on the date of allocation, to be held by a Trustee for the benefit

of individual participants without any additional performance conditions other than three years of service. The shares vest after three years

but are forfeit should an executive voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions.

The charge recognised in the Group Income Statement was £0.5m (2023: £0.9m) all recognised within operating costs (2023: £0.6m

recognised within operating costs and £0.3m within exceptional items).

The share price on the grant date, for awards granted in December 2023 was £0.98 (December 2022: £0.68).

On 1 December 2023 and 1 December 2022 respectively, 689,409 and 766,481 awards were granted to members of the Group Executive

Team and certain senior management under the Annual Bonus Plan.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

	2024	2023
	Number	Number
	outstanding	outstanding
At beginning of financial year	594,032	1,319,090
Granted	689,409	766,481
Vested	(400,701)	(1,491,539)
At end of financial year	882,740	594,032
Exercisable at end of financial year	–	–

140 Greencore Group plc Annual Report and Financial Statements 2024

6. Share-based payments continued

Annual Bonus Plan continued

Awards will be granted to members of the Group Executive Team of the Group under the Annual Bonus Plan in respect of the financial year

ended 27 September 2024. A charge amounting to £0.2m (2023: £0.1m) relating to awards to Executive Directors has been included in the

Group Income Statement in respect of the estimated 2024 charge. The total fair value of the awards will be taken as a charge to the Group

Income Statement over the vesting period of the awards.

Performance Share Plan

Certain employees participate in a long-term incentive scheme, the Performance Share Plan. In accordance with the scheme rules,

participants are awarded an allotment of shares which will vest over three years subject to vesting conditions based on growth in Adjusted

Earnings per Share, Return on Invested Capital and relative Total Shareholder Return (‘TSR’). An additional two-year future service period will

apply to Executive Directors’ vested shares before they are released.

The number of shares granted is calculated based on the market value on the date of allocation. Share awards are forfeited should a

participating employee voluntarily leave the Group prior to the vesting date, subject to normal ‘good leaver’ provisions. The fair value of the

award has attributed a value to each vesting condition. The relative TSR is fair valued using a Monte Carlo simulation as described further in

this note. A charge amounting to £2.2m (2023: £0.6m) was included in the Group Income Statement in the year ended 27 September 2024

relating to these awards for all Performance Share Plan awards granted from December 2021 onwards.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

	2024	2023
	Number	Number
	outstanding	outstanding
At beginning of financial year	10,752,522	6,089,094
Granted	5,336,843	8,749,839
Expired	(1,237,012)	(1,642,783)
Forfeited	(941,494)	(2,443,628)
At end of financial year	13,910,859	10,752,522
Exercisable at end of financial year	–	–

ShareSave Schemes

The Group operates savings-related share option schemes where options are granted at a discount of between 20% and 25% of the market

price at the date of invitation over a three year savings contract. Options are exercisable during the six month period following completion of

the savings contract. The charge recognised in the Group Income Statement in respect of these options was £0.9m (2023: £1.1m). Grant date

fair value was arrived at by applying a trinomial model, which is a lattice option-pricing model.

During the financial year ended 27 September 2024, ShareSave Scheme options were granted 2,851,819 shares in the UK only, which will

ordinarily be exercisable at an exercise price of £1.36 per share, during the period 1 September 2027 to 28 February 2028. The weighted

average fair value of options granted during the financial year ended 27 September 2024 was £0.29.

During the financial year ended 29 September 2023, ShareSave Scheme options were granted 12,209,146 shares in the UK only, which will

ordinarily be exercisable at an exercise price of £0.63 per share, during the period 1 September 2026 to 28 February 2027. The weighted

average fair value of share options granted during the year ended 29 September 2023 was £0.14.

Number and weighted average exercise price for the UK ShareSave Scheme (expressed in sterling)

The following table sets out the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options

during the financial year under the UK ShareSave Scheme:

	2024		2023
		Weighted		Weighted
		average exercise		average exercise
	Number	price	Number	price
	outstanding	£	outstanding	£
At beginning of financial year	17,288,527	0.75	13,506,159	1.04
Granted	2,851,819	1.36	12,209,146	0.63
Exercised	(710,342)	1.06	–	–
Expired	(330,580)	1.03	(653,706)	1.56
Forfeited	(3,094,649)	0.96	(7,773,072)	0.99
At end of financial year	16,004,775	0.80	17,288,527	0.75
Exercisable at end of financial year	544,148	1.06	1,713,484	1.14

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

141Strategic Report | Directors’ Report | Financial Statements | Other Information

Range of exercise prices for the UK ShareSave Scheme (expressed in sterling)

			Weighted		Weighted
		Weighted	average exercise		average exercise
	Number	average contract	price	Number	price
	outstanding	life years	£	exercisable	£
At 27 September 2024
£0.01-£1.00	12,673,180	2.16	0.67	–	–
£1.01-£2.00	3,331,595	2.79	1.31	544,148	1.06
	16,004,775	2.29	0.80	544,148	1.06
At 29 September 2023
£0.01-£1.00	14,053,982	3.13	0.67	–	–
£1.01-£2.00	3,234,545	0.74	1.10	1,713,484	1.14
	17,288,527	2.68	0.75	1,713,484	1.14

Number and weighted average exercise prices for the Irish ShareSave Scheme (expressed in euro)

The following table sets out the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during

the financial year under the Irish ShareSave Scheme:

	2024		2023
		Weighted		Weighted
		average exercise		average exercise
	Number	price	Number	price
	outstanding	€	outstanding	€
At beginning of financial year	62,016	1.19	81,376	1.26
Exercised	(15,126)	1.19
Expired	(62,016)	1.19	(10,285)	1.75
Forfeited	–	–	(9,075)	1.19
At end of financial year	–	–	62,016	1.19
Exercisable at end of financial year	–	–	62,016	1.19

Range of exercise prices for the Irish ShareSave Scheme (expressed in euro)

			Weighted		Weighted
		Weighted	average exercise		average exercise
	Number	average contract	price	Number	price
	outstanding	life years	€	exercisable	€
At 27 September 2024
€1.01-€2.00	–	–	–	–	–
	–	–	–	–	–
At 29 September 2023
€1.01-€2.00	62,016	0.26	1.19	62,016	1.19
	62,016	0.26	1.19	62,016	1.19

Employee Share Incentive Plan

The Group operates an Employee Share Incentive Plan for all UK employees. This was a once off grant of share awards in January 2022 and

the number of shares was calculated at market value on the date of allocation, and was to be held by a Trustee for the benefit of individual

participants without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit

should an employee voluntarily leave the Group within the three year time period, subject to normal ‘good leaver’ provisions. The charge

recognised in the Group Income Statement was £0.8m (2023: £0.5m).

The share price on the grant date, for awards granted in January 2022 was £1.35.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

	2024	2023
	Number	Number
	outstanding	outstanding
At beginning of financial year	1,838,712	1,911,392
Exercised	(54,832)	(46,920)
Forfeited	(312,064)	(25,760)
At end of financial year	1,471,816	1,838,712
Exercisable at end of financial year	–	–

142 Greencore Group plc Annual Report and Financial Statements 2024

6. Share-based payments continued

Restricted Share Plan

In 2023, the Group launched a Restricted Share Plan to assist with the recruitment and retention of employees in the UK and Ireland below the

Group Executive Team level. The number of shares granted is calculated at the market value on the date of allocation, without any additional

performance conditions other than continuous service for a period of one year and two years, with 50% of the awards vesting one year

after the grant date, and the remainder vesting after two years. There are no holding periods applicable after the vesting date. The charge

recognised in the Group Income Statement was £1.3m (2023: £0.5m).

In December 2023, 162,682 shares were awarded when the share price as £0.98, in March 2024 a further 134,083 shares were awarded when

the share price was £1.12 and in July 2024 a further 30,206 shares were awarded when the share price was £1.66.

In June 2023, 2,506,236 shares were awarded when the share price was £0.80, and a further 117,537 shares were awarded in September 2023

when the share price was £0.77.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan

	2024	2023
	Number	Number
	outstanding	outstanding
At beginning of financial year	2,623,773	–
Granted	326,971	2,623,773
Vested	(1,261,747)	–
Forfeited	(100,249)	–
At end of financial year	1,588,748	2,623,773
Exercisable at end of financial year	–	–

Weighted average assumptions used to value the share schemes

Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan

The fair value of awards granted under the Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan is equal to the share

price on the grant date.

Performance Share Plan

All vesting conditions relating to the awards will be equally weighted when assessing the fair value at grant date. The relative TSR component

has been valued using a Monte Carlo simulation model which also incorporates the relative volatility of the identified peer group with whom

the Group are compared to assess the relative TSR vesting condition. The following table shows the weighted average assumptions used to

fair value the equity settled awards granted.

	FY24	FY23
	PSP TSR	PSP TSR
Dividend yield (%)	0.00%	4.43%
Expected volatility (%)	35.72%	41.26%
Risk-free interest rate (%)	3.98%	3.16%
Expected life of option (years)	3	3
Share price at grant (£)	£0.98	£0.63
Fair value (£)	£0.77	£0.27

ShareSave Schemes

The ShareSave Schemes equity settled options are also valued at the fair value on grant date and are calculated by applying a trinomial model.

The following table shows the weighted average assumptions used to fair value the equity settled options granted.

	2024	UK	2023	UK
		ShareSave		ShareSave
Dividend yield (%)		2.69%		5.96%
Expected volatility (%)		34.89%		42.24%
Risk-free interest rate (%)		4.09%		5.23%
Employee failure-to-save rate (p.a.) (%)		20.63%		20.63%
Expected life of option (years)		3		3
Share price at grant (£)		£1.77		£0.84
Exercise price (£)		£1.36		£0.63
Fair value (£)		£0.29		£0.14

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

143Strategic Report | Directors’ Report | Financial Statements | Other Information

The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the

relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.

The range of the Company’s share price during the year was £0.68 – £1.89 (2023: £0.61 – £0.92). The average share price during the 2024

financial year was £1.31 (2023: £0.77).

7. Exceptional items

Exceptional items are those which, as set out in our accounting policy, are disclosed separately by virtue of their nature or amount. Such items

are included within the Group Income Statement caption to which they relate.

The Group reports the following exceptional items:

	2024	2023
	£m	£m
Transformation costs (A)	(4.0)	–
Manufacturing site consolidation (B)	(6.0)	–
Non-core property-related (expense)/income (C)	(0.2)	0.2
Profit on disposal of trading business (D)	–	0.1
Reorganisation costs (E)	–	(8.9)
Defined benefit pension schemes restructuring (F)	–	(0.4)
Release of legacy business liability (G)	–	1.7
Reversal of Impairment (H)	–	0.6
Total exceptional items before taxation	(10.2)	(6.7)
Tax credit on exceptional items	0.8	1.2
Total exceptional items	(9.4)	(5.5)

(A) Transformation costs

During the current financial year, the Group has commenced a multi-year transformation programme, Making Business Easier, which is

expected to take place over a period of up to five years, with a total estimated cash cost of up to £80m. This is comprised of a projected

expense of up to £50m to be recognised within exceptional items and up to £30m of estimated capital spend and software licensing costs.

The programme is focused on transforming the Group’s technology infrastructure and end-to-end processes to drive efficiencies in the way

the entire Group operates. In the current financial year, the Group recognised a charge of £4.0m in relation to this (FY23: £nil).

(B) Manufacturing site consolidation

The Group consolidated two soup manufacturing sites during the financial year which resulted in the closure of soup production capacity at

the Kiveton facility and consolidation of soup production at the Bristol site. As a result, the Group has recognised costs associated with closing

the Kiveton facility, incurring an exceptional charge of £6.0m of which £5.0m relates to impairment of Property, Plant and Equipment and

£1.0m associated with impairment of engineering spares, redundancy costs and mothballing costs.

In the current financial year, the Group has disposed of an investment property in Ireland and recognised a net loss on disposal of £0.2m.

In the prior financial year, the Group recognised a reversal of an impairment and an increase to a remediation provision in relation to non-core

properties.

(D) Profit on disposal of trading business

In the prior financial year, the Group disposed of its interest in Trilby Trading Limited with a profit of £0.1m recognised on disposal.

(E) Reorganisation costs

In the prior financial year, the Group recognised a reorganisation charge of £8.9m in relation to its Better Greencore programme which

concluded in FY23 and therefore there is no cost relating to that programme in the current financial year.

(F) Defined benefit pension schemes restructuring

In the prior financial year, the Group incurred a charge of £0.4m in relation to restructuring costs associated with its legacy defined benefit

schemes in Ireland. There were no further defined benefit scheme restructurings or related costs in the current financial year.

(G) Release of legacy business liability

In the prior financial year, the Group released £1.7m of a liability relating to legacy business disposals which the Group is satisfied are not

probable to be paid. The full liability was released in the prior financial year thus no further movements were recognised in the current

financial year.

(H) Reversal of Impairment

In the prior financial year, the Group recognised a reversal of impairment of £0.6m relating to manufacturing assets that had been brought

back into use. No further indicators for reversals of impairment were identified in the current financial year.

144 Greencore Group plc Annual Report and Financial Statements 2024

7. Exceptional items continued

Cash flow on exceptional items

The total net cash outflow during the financial year in respect of exceptional charges was £5.3m (2023: £10.9m), of which £1.7m was in

respect of prior year exceptional charges. The net income from the disposal of the investment property of £0.7m (2023: £nil) has been

recognised separately on the Group Statement of Cash Flows within investing activities.

8. Finance costs and finance income

	2024	2023
	£m	£m
Finance Income
Interest on bank deposits	1.0	0.7
Total finance income	1.0	0.7
Finance Costs
Finance costs on interest bearing cash and cash equivalents, borrowings and other financing costs	(21.5)	(17.6)
Interest on lease obligations (Note 14)	(1.4)	(1.2)
Net pension financing charge (Note 24)	(1.0)	(1.2)
Unwind of discount on liabilities	(0.1)	(0.1)
Change in fair value of derivative financial instruments and related debt adjustments	0.5	(1.2)
Foreign exchange on inter-company and external balances where hedge accounting is not applied	(0.3)	(0.2)
Total finance costs	(23.8)	(21.5)
Recognised Directly in Equity
Currency translation adjustment	(0.3)	(0.5)
Effective portion of changes in fair value of cash flow hedges	(0.8)	(3.1)
	(1.1)	(3.6)

There were no interest costs capitalised in the financial year (2023: £nil).

9. Taxation

	2024	2023
	£m	£m
Current tax
Overseas tax charge	8.3	7.6
Adjustment in respect of prior financial years	(9.7)	(1.4)
Total current tax (credit)/charge (pre-exceptional)	(1.4)	6.2
Deferred tax
Origination and reversal of temporary differences	9.5	6.0
Legacy defined benefit pension obligations	3.2	2.7
Effect of tax rate change	–	0.8
Employee share-based payments	(0.6)	(0.8)
Adjustment in respect of prior financial years	5.3	(4.4)
Total deferred tax charge (pre-exceptional)	17.4	4.3
Income tax expense (pre-exceptional)	16.0	10.5
Tax on exceptional items
Tax credit on exceptional items	(0.8)	(1.2)
Total tax charge for the financial year	15.2	9.3
Tax relating to items taken directly to equity
Deferred tax relating to items taken directly to equity
Actuarial loss on Group legacy defined benefit pension schemes	(1.3)	0.6
Employee share-based payments	(5.5)	(0.3)
Total deferred tax in equity for the financial year	(6.8)	0.3

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

145Strategic Report | Directors’ Report | Financial Statements | Other Information

Reconciliation of total tax charge

The tax charge for the financial year can be reconciled to the profit per the Group Income Statement as follows:

	2024	2023
	£m	£m
Profit for the financial year	46.3	35.9
Adjusted For:
Tax charge for the financial year	15.2	9.3
Profit before tax	61.5	45.2
Tax charge at Irish corporation tax rate of 12.5% (2023: 12.5%)	7.7	5.7
Effects of:
Expenses not deductible for tax purposes	4.6	2.2
Differences in effective tax rates on overseas earnings	7.0	4.6
Effect of deferred tax asset not recognised	0.3	–
Effect of trading losses not recognised	–	1.8
Effect of rate change in the UK	–	0.8
Adjustment in respect of prior financial years	(4.4)	(5.8)
Total tax charge for the financial year	15.2	9.3

The net prior year adjustment for FY24 is a credit of £4.4m (FY23: £5.8m credit). The adjustment in FY24 includes a credit in current tax of

£9.7m as a result of finalising capital allowance claims. This credit is offset by a debit of £5.3m in deferred tax as the tax value of assets is

reduced below the accounts value following the capital allowance claims.

Deferred taxation

The Group’s deferred tax assets and liabilities are analysed as follows:

	Property,	Acquisition-	Retirement		Employee
	plant and	related	benefit	Tax	share-based
	equipment	intangibles	obligations	losses	payment	Other	Total
	£m	£m	£m	£m	£m	£m	£m
Year ended 27 September 2024
At 29 September 2023	(8.3)	(1.7)	7.3	12.4	1.2	2.7	13.6
Income Statement credit/(charge)	(14.8)	0.7	(3.2)	(1.3)	0.9	0.3	(17.4)
Tax recorded in equity	–	–	1.3	–	5.5	–	6.8
Tax transferred from deferred tax to current tax payable	–	–	–	–	(0.3)	–	(0.3)
At 27 September 2024	(23.1)	(1.0)	5.4	11.1	7. 3	3.0	2.7
Deferred tax assets (deductible temporary differences)	1.3	–	7.3	11.1	7.3	3.2	30.2
Deferred tax liabilities (taxable temporary differences)	(24.4)	(1.0)	(1.9)	–	–	(0.2)	(27.5)
Net deferred tax asset/(liability)	(23.1)	(1.0)	5.4	11.1	7. 3	3.0	2.7

	Property,	Acquisition	Retirement		Employee
	plant and	related	benefit	Tax	share-based
	equipment	intangibles	obligations	losses	payment	Other	Total
	£m	£m	£m	£m	£m	£m	£m
Year ended 29 September 2023
At 30 September 2022	(11.3)	(2.7)	9.9	18.9	0.5	2.9	18.2
Income Statement credit/(charge)	3.0	1.0	(2.0)	(6.5)	0.4	(0.2)	(4.3)
Tax recorded in equity	–	–	(0.6)	–	0.3	–	(0.3)
At 29 September 2023	(8.3)	(1.7)	7.3	12.4	1.2	2.7	13.6
Deferred tax assets (deductible temporary differences)	2.8	–	9.6	12.4	1.2	2.8	28.8
Deferred tax liabilities (taxable temporary differences)	(11.1)	(1.7)	(2.3)	–	–	(0.1)	(15.2)
Net deferred tax asset/(liability)	(8.3)	(1.7)	7.3	12.4	1.2	2.7	13.6

The Group performed its assessment of the recoverability of deferred tax assets at 27 September 2024 taking into account the Group’s actual

historic performance, the impact of tax legislation enacted at the reporting date and the detailed financial forecasts for the business covering

the periods over which the assets are expected to be utilised. The Group is satisfied based on this assessment and sensitivities completed that

the £30.2m (2023: £28.8m) of deferred tax assets are recoverable.

146 Greencore Group plc Annual Report and Financial Statements 2024

9. Taxation continued

Deferred taxation continued

The group has not provided deferred tax in relation to temporary differences of approximately £300m (2023: £300m) applicable to

investments in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable

that the temporary differences will not reverse in the foreseeable future. No provision has been provided in respect of deferred tax relating to

unremitted earnings of subsidiaries as there is no commitment to remit earnings.

No deferred tax asset is recognised in respect of certain tax losses and other attributes incurred by the Group on the grounds that there is

insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in the

future, these assets may be recovered. The unrecognised deferred tax asset at 27 September 2024 was £57.1m (2023: £54.7m) which has been

calculated based on the tax rate applicable to the jurisdiction to which the losses relate and has been translated to the Group presentation

currency at the closing rate on 27 September 2024.

The total gross unrecognised trading tax losses are £137.6m (2023: £153.8m). There is not an expiry date for these losses in any jurisdiction.

The unrecognised deferred tax asset on these losses amounts to £34.4m (2023: £32.6m).

The total gross unrecognised capital tax losses are £54.3m (2023: £54.7m). These capital losses will not expire in any jurisdiction. The

unrecognised deferred tax asset on these losses amounts to £14.2m (2023: £14.3m)

Recognition of deferred tax assets is a key judgement in the Group Financial Statements as disclosed in Note 1.

Factors that may impact future tax charges and other disclosures

As part of the Organisation for Economic Co-operation and Development (‘OECD’)/G20 Base Erosion and Profit Shifting (‘BEPS’) project, the

OECD has introduced Pillar Two model rules. Pillar Two legislation was enacted in Ireland, the jurisdiction in which Greencore Group plc is

incorporated, and came into effect within Finance (No. 2) Act 2023 (the ‘Finance Act’). The Finance Act closely follows the EU Minimum Tax

Directive and OECD Guidance released to date. The Pillar Two rules apply a 15% effective tax rate on profits and the Group is within the scope

of these rules from 28 September 2024.

Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the

exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided

in the amendments to IAS 12 issued in May 2023. Under the legislation, the Group is liable to pay a top-up tax for the difference between the

Global Anti-base Erosion Rules (‘GloBE’) effective tax rate per jurisdiction and the 15% minimum rate.

The Group has performed an assessment of their potential exposure to Pillar Two income taxes under Irish legislation. This assessment is

based on a combination of prior year country-by-country reporting, current year results and consideration of the likely results for FY25. Based

on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15% or will meet the

financial thresholds required to apply the transitional safe harbour rules which will exempt the Group from applying the full Pillar Two rules in

those territories. However, in Ireland the transitional safe harbour relief may not apply as the Pillar 2 effective tax rate is close to 15%. Based on

current financial projections, the Group does not expect a material exposure to Pillar Two income taxes in Ireland.

10. Earnings per Ordinary Share

Basic earnings per Ordinary Share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average

number of Ordinary Shares in issue during the financial year, excluding Ordinary Shares purchased by the Company and held in trust in

respect of the Annual Bonus Plan, the Performance Share Plan, the Employee Share Incentive Plan and the Restricted Share Plan.

Diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume

conversion of all dilutive potential Ordinary Shares.

Adjusted Basic Earnings per Share is calculated as Adjusted Earnings divided by the weighted average number of Ordinary Shares in issue

during the financial year. The numerator for Adjusted Basic Earnings per Share is calculated as profit attributable to equity holders of the

Company adjusted to exclude exceptional items (net of tax), the effect of foreign exchange (‘FX’) on inter-company and certain external

balances where hedge accounting is not applied, the movement in the fair value of all derivative financial instruments and related debt

adjustments, the amortisation of acquisition-related intangible assets (net of tax) and the effect of interest expense relating to legacy defined

benefit pension liabilities (net of tax).

In the current year, the Group repurchased 34,793,763 Ordinary Shares (2023: 33,382,718) in the Company, by way of a share buyback, costing

£49.4m (2023: £26.2m). These shares were immediately cancelled. The effect of this on the weighted average number of ordinary shares was a

decrease of 15,225,225 shares (2023: 16,134,894). The Group had committed to a share buyback of £40m in H2 FY24 and by 27 September 2024

had transferred all funds to the independent broker in order to complete the share buyback but £5.6m of the total was yet to be transacted. These

funds have been fully utilised to complete the £40m share buyback as of 11 November 2024. These shares have not been included in the earnings

per share calculations below.

The total Ordinary Shares in issue at 27 September 2024 was 449,385,547 (2023: 483,453,842).

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

147Strategic Report | Directors’ Report | Financial Statements | Other Information

Numerator for earnings per share and Adjusted Earnings per Share calculations

	2024	2023
	£m	£m
Profit attributable to equity holders of the Company (numerator for earnings per share calculations)	46.3	35.9
Exceptional items (net of tax)	9.4	5.5
Movement on fair value of derivative financial instruments and related debt adjustments	(0.5)	1.2
FX effect on inter-company and external balances where hedge accounting is not applied	0.3	0.2
Amortisation of acquisition related intangible assets (net of tax)	2.2	2.7
Pension financing (net of tax)	0.7	0.7
Numerator for adjusted earnings per share calculations	58.4	46.2

Denominator for basic earnings per share and adjusted earnings per share calculations

	2024	2023
	‘000	‘000
Shares in issue at the beginning of the financial year	483,454	516,837
Effect of share buyback and cancellation in the financial year	(15,225)	(16,135)
Effect of shares held by Employee Benefit Trust	(8,400)	(5,330)
Effect of shares issued during the financial year	10	–
Weighted average number of Ordinary Shares in issue during the financial year	459,839	495,372

Denominator for diluted earnings per share calculations

Employee Performance Share Plan awards, which are performance based, are treated as contingently issuable shares, because their issue is

contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable Ordinary

Shares are excluded from the computation of diluted earnings per Ordinary Share where the conditions governing exercisability have not been

satisfied as at the end of the reporting period.

A total of 13,285,306 (2023: 20,252,989) unvested shares were excluded from the diluted earnings per share calculation as they were either

antidilutive or contingently issuable Ordinary Shares which had not satisfied the performance conditions attaching at the end of the 2024

financial year.

A reconciliation of the weighted average number of Ordinary Shares used for the purpose of calculating the diluted earnings per share

amounts is as follows:

	2024	2023
	‘000	‘000
Weighted average number of Ordinary Shares in issue during the financial year	459,839	495,372
Dilutive effect of share awards and options	10,205	1,165
Weighted average number of Ordinary Shares for diluted earnings per share	470,044	496,537

Earnings per share calculations

	2024	2023
	Total	Total
	pence	pence
Basic earnings per Ordinary Share	10.1	7.2
Adjusted earnings per Ordinary Share	12.7	9.3
Diluted earnings per Ordinary Share	9.9	7.2

11. Dividends Paid and Proposed

There were no dividends paid in the current or prior year. The Directors have proposed a final dividend for the financial year ended

27 September 2024 of 2.00 pence per Ordinary Share, totalling £9.0m. The proposed final dividend will be payable on 6 February 2025 to

shareholders on the Register of Members on 10 January 2025.

In the current financial year, the next phase of the value return to shareholders completed with a further £49.4m value (2023: £26.2m)

returned up to 27 September 2024 in the form of a share buyback. A further £5.6m had been transferred to the independent broker engaged

to complete the share buyback pre year end. As of 11 November 2024, the £5.6m was utilised to repurchase shares which were subsequently

cancelled. This completed £55.0m of tranches of the share buyback programme, £15m of which related to the £50m programme announced

in May 2022 and £40m related to the programme announced in May 2024 and extended in August 2024.

148 Greencore Group plc Annual Report and Financial Statements 2024

12. Goodwill and intangible assets

		Acquisition-
		related	Computer
		intangible assets	software
		– Customer	and other
	Goodwill	related	intangibles	Total
	£m	£m	£m	£m
Financial year ended 27 September 2024
At 29 September 2023	447. 3	7.5	6.3	461.1
Additions	–	–	0.9	0.9
Impairment	–	–	(0.6)	(0.6)
Amortisation charge	–	(3.0)	(2.3)	(5.3)
At 27 September 2024	447.3	4.5	4.3	456.1
Financial year ended 27 September 2024
Cost	457.9	52.3	20.3	530.5
Accumulated impairment/amortisation	(10.6)	(47.8)	(16.0)	(74.4)
At 27 September 2024	447.3	4.5	4.3	456.1

		Acquisition
		related	Computer
		intangible assets	software
		– Customer	and other
	Goodwill	related	intangibles	Total
	£m	£m	£m	£m
Financial year ended 29 September 2023
At 30 September 2022	449.4	11.1	7.6	468.1
Additions	–	–	1.4	1.4
Amortisation charge	–	(3.6)	(2.7)	(6.3)
Disposal of undertakings	(2.0)	–	–	(2.0)
Currency translation adjustment	(0.1)	–	–	(0.1)
At 29 September 2023	447.3	7. 5	6.3	461.1
Financial year ended 29 September 2023
Cost	457.9	52.3	18.5	528.7
Accumulated impairment/amortisation	(10.6)	(44.8)	(12.2)	(67.6)
At 29 September 2023	447.3	7. 5	6.3	461.1

Goodwill and impairment testing

Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units (‘CGUs’) that are expected to benefit from

that business combination. The Group has allocated goodwill to its only CGU, Convenience Foods UK.

The CGU represents the lowest level within the Group at which the associated goodwill is assessed for internal management purposes and

is not larger than the operating segment determined in accordance with IFRS 8 Operating Segments. The carrying value of the Convenience

Foods UK goodwill at the financial year end is £447.3m (2023: £447.3m).

The Group performed an impairment test on the carrying value of goodwill of £447.3m (2023: £447.3m) at 27 September 2024 using a value in

use model to determine the recoverable amount. The recoverable amount had significant headroom above the carrying value and therefore,

no impairment was recorded (2023: £Nil).

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

149Strategic Report | Directors’ Report | Financial Statements | Other Information

Key assumptions

The recoverable amount of goodwill allocated to the Convenience Foods UK CGU is based on a value in use calculation with the key

assumptions set out in the table below.

The Group’s assessment of Goodwill involves inputs and assumptions that require estimation including; cash flow projections, long term

growth rate and discount rate, as a result, the Group has identified the assumptions underpinning value in use calculations as an area of

significant estimation uncertainty.

Key assumptions	Basis for determining values assigned to key assumptions
Cash flow projections	The cash flow projections are based on the 2025 budget, which has been approved by the Board,
	and a four-year strategic plan, which specifically excludes incremental profits and other cash flows
	stemming from any potential future acquisitions or future operational restructuring.
	In preparing the 2025 budget and the 2026 – 2029 strategic plan cash flow projections, the Group
	has utilised industry experience with changes in selling prices and direct costs based on past practices
	and expectations of future changes in the market. Future cash flows also take account of cost inflation,
	price recovery and growth in future volumes. The cash flows include an assumption on maintenance
	capital expenditure required by the business over the future projected period.
	The impact of expenditure relating to the Group’s near-term strategy as part of our Better Future
	Plan including investments in effluent treatment, capital expenditure to assist in our carbon emission
	reduction targets, and impairment considerations on transition of the Group’s distribution fleet to
	electric vehicles and alternative fuels have been considered as part of the goodwill impairment testing
	process through cash flow projections.
Long-term growth rate	A long-term growth rate of 2% (2023: 2%) has been used in extrapolating the cashflows beyond the
	budget and strategic plan period to perpetuity. This growth rate does not exceed the long-term
	average growth rate for industries in which the CGU operates.
Discount rate	The pre-tax discount rate has decreased in the current financial year for the Convenience Foods UK
	CGU, from 13% at 29 September 2023 to 12% at 27 September 2024. The pre-tax discount rates are
	based on the Group’s weighted average cost of capital, calculated using the Capital Asset Pricing
	Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take
	account where the CGU derives its cash flows.

Applying these techniques, no impairment charge arose in 2024 (2023: £Nil).

Sensitivity analysis

The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of the CGU

using the following sensitivity assumptions: 1% increase in the discount rate; nil terminal value growth and a reduced EBITDA to allow for

the potential monetary impacts of climate-related risks identified as part of the scenario analysis completed during FY24, including rising

commodity costs and changing temperatures increasing the cost of doing business for the Group. There were no CGU impairments identified

as a result of the applied sensitivity analysis in 2024.

150 Greencore Group plc Annual Report and Financial Statements 2024

13. Property, plant and equipment

	Land and	Plant and	Fixtures and	Capital work in
	buildings	machinery	fittings	progress	Total
	£m	£m	£m	£m	£m
Year ended 27 September 2024
At 29 September 2023	156.2	128.0	12.4	18.9	315.5
Additions	–	1.9	1.2	28.7	31.8
Depreciation charge	(11.9)	(22.6)	(4.0)	–	(38.5)
Impairments	(1.1)	(5.8)	(0.2)	(1.0)	(8.1)
Reclassifications	4.4	21.2	6.2	(31.8)	–
At 27 September 2024	147.6	122.7	15.6	14.8	300.7
Year ended 27 September 2024
Cost	255.2	315.9	52.9	14.8	638.8
Accumulated depreciation	(107.6)	(193.2)	(37.3)	–	(338.1)
At 27 September 2024	147.6	122.7	15.6	14.8	300.7
Year ended 29 September 2023
At 30 September 2022	158.5	134.5	12.7	13.7	319.4
Additions	0.2	1.0	1.4	33.8	36.4
Depreciation charge	(11.6)	(21.8)	(4.1)	–	(37.5)
Impairments	(0.6)	(1.9)	(0.2)	(0.3)	(3.0)
Reversal of Impairment	0.4	0.2	–	–	0.6
Reclassifications	9.7	16.0	2.6	(28.3)	–
Disposal of undertakings	(0.4)	–	–	–	(0.4)
At 29 September 2023	156.2	128.0	12.4	18.9	315.5
Year ended 29 September 2023
Cost	266.4	332.2	50.7	18.9	668.2
Accumulated depreciation	(110.2)	(204.2)	(38.3)	–	(352.7)
At 29 September 2023	156.2	128.0	12.4	18.9	315.5

There are £Nil (2023: £Nil) restrictions on title, and property, plant and equipment pledged as security for liabilities.

Capital work in progress relates to buildings and plant and machinery under construction which the Group expect will be brought into use

within 12-24 months.

The Group keeps all assets under review on an ongoing basis to identify any impairments to be recognised as a result of obsolescence due

to either a change in production methods rendering certain assets idle or impairment due to replacement of assets to align with the Group’s

net zero targets. The Group recognised an impairment charge of £3.1m (2023: £3.0m) following these reviews being carried out. This was

charged to operating costs in the Group Income Statement in both the current and the prior financial year. £0.1m of the total impairment

charge related to the Group’s climate-related strategy (2023: £Nil).

During the financial year, capital additions for sustainability and climate change related projects amounted to £2.8m (2023: £Nil), principally

related to energy projects and refrigeration upgrades.

As disclosed in Note 7, the Group consolidated two soup manufacturing sites during the financial year, and an impairment charge of £5.0m

relating to property, plant and machinery was recognised within exceptional costs.

During the prior financial year, the Group recognised the reversal of impairment of £0.6m (2024: £Nil) in relation to certain facilities which had

reopened in the year. In addition, the Group disposed of its investment in Trilby Trading Limited and as such £0.4m of land and buildings was

disposed of .

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

151Strategic Report | Directors’ Report | Financial Statements | Other Information

14. Leases

The movement in the Group’s right-of-use assets during the financial year is as follows:

	Land and	Plant and	Motor
	Buildings	Machinery	Vehicles	Total
	£m	£m	£m	£m
Financial year ended 27 September 2024
At 29 September 2023	29.8	6.2	5.0	41.0
Additions	7.3	2.2	6.6	16.1
Disposals	–	(0.2)	(0.1)	(0.3)
Depreciation charge for the financial year	(7.7)	(3.2)	(4.5)	(15.4)
Right-of-use assets at 27 September 2024	29.4	5.0	7.0	41.4

	Land and	Plant and	Motor
	Buildings	Machinery	Vehicles	Total
	£m	£m	£m	£m
Financial year ended 29 September 2023
At 30 September 2022	29.3	7.6	7.5	44.4
Additions	7.3	1.9	4.1	13.3
Disposals	–	(0.1)	(0.3)	(0.4)
Depreciation charge for the financial year	(6.8)	(3.2)	(6.3)	(16.3)
Right-of-use assets at 29 September 2023	29.8	6.2	5.0	41.0

The movement in the Group’s lease liabilities during the financial year is as follows:

	2024	2023
	£m	£m
At beginning of financial year	45.0	48.0
Additions	15.9	13.0
Disposals	(0.3)	(0.4)
Payments for lease liabilities	(15.7)	(15.6)
Payments for lease interest	(1.4)	(1.2)
Lease interest charge	1.4	1.2
At end of financial year	44.9	45.0

An analysis of the maturity profile of the discounted lease liabilities arising from the Group’s leasing activities is as follows:

	2024	2023
	£m	£m
Within one year	13.6	14.3
Between one and five years	28.2	25.9
Over 5 years	3.1	4.8
Total	44.9	45.0
Analysed as:
Current liabilities	13.6	14.3
Non-current liabilities	31.3	30.7
Total	44.9	45.0

The Group avails of the exemption from capitalising lease costs for short-term leases and low-value assets where the relevant criteria are met.

The following lease costs have been charged to the Group Income Statement on a straight-line basis:

	2024	2023
	£m	£m
Short-term leases	6.8	6.3
Leases of low-value assets	0.2	0.1
Total	7.0	6.4

152 Greencore Group plc Annual Report and Financial Statements 2024

14. Leases continued

The total cash outflow for lease payments during the financial year was as follows:

	2024	2023
	£m	£m
Cash outflow for short-term leases and leases of low value assets	7.0	6.4
Lease payments relating to capitalised right-of-use leased assets	15.7	15.6
Interest payments relating to lease obligations	1.4	1.2
Total	24.1	23.2

15. Investment property

	2024	2023
	£m	£m
At beginning of the financial year	4.6	3.1
Disposal	(0.9)	–
Reversal of impairment	–	1.6
Currency translation adjustment	(0.2)	(0.1)
At end of financial year	3.5	4.6
Analysed as:
Cost	3.5	4.6
Accumulated depreciation	–	–
At end of financial year	3.5	4.6

The majority of the Group’s investment property is land and therefore is not depreciated. The carrying value of the Group’s investment

properties at 27 September 2024 was £3.5m (2023: £4.6m). During the financial year, the Group disposed of an investment property in Ireland

with a carrying value of £0.9m for £0.7m.

Valuations were carried out on the properties by the Group using external independent valuers and was arrived at by reference to location,

market conditions and status of planning applications. In addition, the Group have been in negotiation with third-party market participants

to purchase some of the land in the Irish investment property portfolio. As the market prices are equal to or exceed the carrying value of the

properties, the Group have considered it unnecessary to adjust the carrying value of the Investment Property in line with the requirements of

IAS 36 Impairment of Assets.

The fair values of investment properties require Level 3 inputs to determine a fair value measurement.

An increase or decrease in the price per hectare of 5% would result in a 5% or £0.2m increase or decrease in the fair value of the land (2023:

£0.2m).

16. Inventories

	2024	2023
	£m	£m
Raw materials and consumables	38.5	39.8
Work in progress	0.5	0.3
Finished goods and goods for resale	27.4	32.8
	66.4	72.9
None of the above carrying amounts have been pledged as security for liabilities entered into by the Group.
Inventory recognised within cost of sales	893.3	1,032.3

The amount recognised as an expense for a reduction in the carrying value of inventory from cost to net realisable value was £6.5m

(2023: £6.9m).

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

153 Strategic Report | Directors’ Report | Financial Statements | Other Information

17. Trade and other receivables

	2024	2023
	£m	£m
Current
Trade receivables	174.1	170.6
Other receivables	35.0	40.3
Prepayments	13.6	12.9
VAT	9.8	10.3
Contract costs	0.1	0.1
Total	232.6	234.2

The fair value of current receivables approximates book value due to their size and short-term nature.

Approximately £36.0m (2023: £36.0m) of the Group’s trade receivables are secured against pension liabilities. See Note 24 for further details.

The Group’s exposure to credit and currency risk and expected credit losses related to trade and other receivables is set out in Note 22.

18. Trade and other payables

	2024	2023
	£m	£m
Current
Trade payables	297.8	316.3
Employment related taxes	9.1	9.7
Other payables and accrued expenses*	124.1	120.0
Current trade and other payables	431.0	446.0
Non-current
Other payables	2.2	2.4
Total trade and other payables	433.2	448.4

* Other payables and accrued expenses are made up of £113.8m (2023: £110.4m) of accrued expenses and £10.3m (2023: £9.6m) of accrued wages and salaries.

The fair value of trade and other payables approximates book value due to their short-term nature.

The Group’s exposure to liquidity and currency risk is disclosed in Note 22.

19. Cash and cash equivalents and bank overdrafts

	2024	2023
	£m	£m
Cash at bank and in hand	57. 3	116.5

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between

one day and one month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit

rates. The fair value of cash and cash equivalents equals the carrying amount.

For the purposes of the Group Statement of Cash Flows, cash and cash equivalents and bank overdrafts are presented net as follows:

	2024	2023
	£m	£m
Cash at bank and in hand	57. 3	116.5
Bank overdraft (Note 20)	(42.9)	(83.7)
Total cash and cash equivalents and bank overdrafts	14.4	32.8

154 Greencore Group plc Annual Report and Financial Statements 2024

20. Borrowings

	2024	2023
	£m	£m
Current
Bank overdrafts	42.9	83.7
Bank borrowings	–	45.0
Private placement notes	14.9	16.0
Total current borrowings	57.8	144.7
Non-current
Bank borrowings	132.6	94.0
Private placement notes	15.0	31.8
Total non-current borrowings	147.6	125.8
Total borrowings	205.4	270.5

The maturity of borrowings is as follows:

	2024	2023
	£m	£m
Less than 1 year	57.8	144.7
Between 1 and 2 years	64.8	16.0
Between 2 and 5 years	82.8	109.8
	205.4	270.5

The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the financial year end date are as

follows:

	2024	2023
	£m	£m
6 months or less	–	139.0
1 – 5 years	162.5	47.8
	162.5	186.8

The average difference between the margin and base rate that the Group paid on its financing facilities in the year ended 27 September 2024

was 1.91% (2023: 1.80%).

Bank overdrafts are part of the Group cash pooling arrangement and therefore are not exposed to interest rate changes.

Bank borrowings

The Group’s bank borrowings are denominated in sterling. At 27 September 2024, interest is set at commercial rates based on a spread above

SONIA.

The Group’s bank borrowings, net of finance fees amounted to £132.6m at 27 September 2024 (September 2023: £139.0m) with maturities

ranging from January 2026 to November 2028. Interest is charged at SONIA (or equivalent benchmark rates) plus an agreed margin.

In November 2023, the Group refinanced its debt facilities with a new five year £350m sustainability linked revolving credit facility (‘RCF’),

maturing in November 2028 with the option of two additional one year extensions. This new facility replaces the £340m RCF that was due

to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt restructuring. This was

treated as a substantial modification of the borrowings and as such the Group derecognised the original facilities and a recognised the

new facility and associated fees. As part of this transaction, the Group recognised a repayment of £105.0m of bank borrowings, being the

repayment of the £45m term loan and £60m outstanding on the £340m RCF facility.

The majority of the Group borrowings are subject to primary financial covenants calculated in accordance with lenders’ facility agreements

which exclude the impact of IFRS 16; Leases:

• Maximum Leverage Ratio: Adjusted Net Debt : Consolidated Adjusted EBITDA – 3.50 : 1; and

• Minimum Interest Coverage Ratio: Consolidated Adjusted EBITDA: Consolidated Net Interest Payable – 3 : 1

The Group is fully compliant with the covenant requirements, for more information refer to Note 22 (page 161).

Under the terms of this new facility, the Group is required to report on three Sustainability Performance Targets; Scope 1 emissions, Scope 2

emissions and Reportable Accident Frequency Rate (‘RAFR’).These metrics are linked to the Group’s sustainability targets and the performance

relative to the targets will result in a correlating adjustment to the interest rate margin payable on this facility.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

155Strategic Report | Directors’ Report | Financial Statements | Other Information

Private placement notes

The Group’s outstanding private placement notes net of finance fees amounted to £29.9m (denominated as $28.0m and £9.0m) at

27 September 2024 (2023: £47.8m, denominated as $41.9m and £13.5m). These were issued as fixed rate debt in June 2016 ($55.9m and

£18m) with maturities ranging between June 2023 and June 2026. The Group repaid $14.0m and £4.5m private placement notes in June

2024 (2023: $14.0m and £4.5m repaid in June 2023).

In December 2018, the Group entered into cross-currency interest rate swap arrangements for the original debt of $55.9m of private

placement notes, to swap from fixed rate US dollar to fixed rate sterling. The fixed rate US dollar to fixed rate sterling swaps are designated as

cash flow hedges.

Guarantees

The Group’s financing facilities are secured by guarantees from Greencore Group plc and cross-guarantees from various companies within

the Group. The Group has complied with the financial covenants of its borrowing facilities during 2024 and 2023.

Interest rate profile

The interest rate profile of cash and cash equivalents and bank overdrafts, and borrowings at 27 September 2024 was as follows:

	US dollar	Euro	Sterling	Total
	£m	£m	£m	£m
Floating rate net debt	–	0.4	(78.6)	(78.2)
Fixed rate net debt	(20.9)	–	(49.0)	(69.9)
Total	(20.9)	0.4	(127.6)	(148.1)

The interest rate profile of cash and cash equivalents and bank overdrafts, and borrowings at 29 September 2023 was as follows:

	US dollar	Euro	Sterling	Total
	£m	£m	£m	£m
Floating rate net debt	0.1	5.2	(21.5)	(16.2)
Fixed rate net debt	(34.3)	–	(103.5)	(1 37.8)
Total	(34.2)	5.2	(125.0)	(154.0)

21. Derivative financial instruments

Derivative financial instruments recognised as assets and liabilities in the Statement of Financial Position are analysed as follows:

		2024
	Assets	Liabilities	Net
	£m	£m	£m
Current
Cross-currency interest rate swaps – cash flow hedges	–	(0.5)	(0.5)
Interest rate swaps – not designated as cash flow hedges	0.5	–	0.5
Forward foreign exchange contracts – not designated as hedges	–	(0.1)	(0.1)
	0.5	(0.6)	(0.1)
Non-current
Cross-currency interest rate swaps – cash flow hedges	–	(0.4)	(0.4)
Interest rate swaps – cash flow hedges	–	(0.5)	(0.5)
	–	(0.9)	(0.9)
Total	0.5	(1.5)	(1.0)

156 Greencore Group plc Annual Report and Financial Statements 2024

21. Derivative financial instruments continued

		2023
	Assets	Liabilities	Net
	£m	£m	£m
Current
Cross-currency interest rate swaps – cash flow hedges	0.4	–	0.4
Interest rate swaps – cash flow hedges	0.5	–	0.5
Forward foreign exchange contracts – not designated as hedges	–	(0.0)	(0.0)
	0.9	(0.0)	0.9
Non-current
Cross-currency interest rate swaps – cash flow hedges	1.2	–	1.2
Interest rate swaps – cash flow hedges	2.5	–	2.5
	3.7	–	3.7
Total	4.6	(0.0)	4.6

Derivative instruments which are held for trading and are not designated as effective hedging instruments are classified as a current asset or

liability (as appropriate) regardless of maturity if the Group expects that they may be settled within 12 months of the year end date. Derivative

instruments that are designated as effective hedging instruments are classified as a current or non-current asset or liability by reference to the

maturity of the hedged item.

Cross-currency interest rate swaps

The Group utilises cross-currency interest rate swaps to convert fixed rate US dollar private placement notes into fixed rate sterling liabilities.

Interest rate swaps

The Group utilises interest rate swaps to convert floating rate sterling into fixed rate debt liabilities.

The total value of sterling interest rate swaps at 27 September 2024 was £105.0m (2023: £90.0m), inclusive of £40.0m (2023: £90.0m) of

principal amount of the Group’s borrowings which are converted to fixed rate debt liabilities, £20.0m (2023: £Nil) of forward starting interest

rate swaps and £45.0m (2023: £Nil) of interest rate swaps that are not designated as cash flow hedges. A further £20.0m of forward rate swap

agreements were entered into, in October 2024.

The fixed interest rates on these instruments varied from 4.180% to 4.622% (2023: 0.504% to 0.660%) and they will mature in February 2026

and October 2026.

As part of the refinancing of debt facilities described in Note 20, the £340m RCF due to mature in January 2026 was repaid. As a result of this

transaction, £45.0m of interest rate swaps which had been linked to this facility and which remained in place changed designation to interest

rate swaps – not designated as cash flow hedges. As a result, the hedged transaction was no longer anticipated to occur, and the cumulative

amount recognised within equity was transferred to the income statement, furthermore, all subsequent gain or loss movements on these

instruments was recognised in the Group Income Statement. The fixed interest rates on these instruments varied from 0.612% to 0.660%

(2023: 0.504% to 0.660%) and they matured post financial year end.

Forward foreign exchange contracts

The notional principal amounts of outstanding forward foreign exchange contracts at 27 September 2024 total £2.1m (2023: £9.6m). No

outstanding forward foreign exchange contracts are designated as cash flow hedges as at 27 September 2024 (2023: £Nil).

22. Financial risk management and financial instruments

Financial risk management objectives and policies

The Group’s activities expose it to a variety of financial risks that include interest rate risk, foreign currency risk, liquidity risk, credit risk and

price risk. These financial risks are actively managed by the Group’s Treasury and Procurement functions under strict policies and guidelines

approved by the Board of Directors. The Group’s Treasury function actively monitors market conditions with a view to minimising the

exposure of the Group to changing market factors while at the same time minimising the volatility of the funding costs of the Group. The

Group uses derivative financial instruments such as interest rate cross-currency swaps, interest rate swaps and forward foreign currency

contracts to manage the financial risks associated with the underlying business activities of the Group.

Financial instruments that are carried at fair value, use different valuation methods. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2: 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).

Level 3: Inputs for the asset or liability that are not observable market data (unobservable inputs).

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

157Strategic Report | Directors’ Report | Financial Statements | Other Information

The fair value of the financial liabilities held at amortised cost and the financial liabilities in fair value hedges are classified within Level 2 of

the fair value hierarchy and have been calculated by discounting the expected future cash flows at prevailing interest rates and by applying

financial year end exchange rates.

				2024
					Financial
			Fair value		liabilities at
		Loans and	through	Cash flow	amortised	Carrying
	Fair value	receivables	profit or loss	hedges	cost	value	Fair value
	hierarchy	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	Level 1	57. 3	–	–	–	57.3	57. 3
Bank overdrafts	Level 1	–	–	–	(42.9)	(42.9)	(42.9)
Derivative financial instruments	Level 2	–	0.4	(1.4)	–	(1.0)	(1.0)
Bank borrowings	Level 2	–	–	–	(132.6)	(132.6)	(132.6)
Private Placement Notes	Level 2	–	–	–	(29.9)	(29.9)	(29.5)

				2023
					Financial
			Fair value		liabilities at
		Loans and	through	Cash flow	amortised	Carrying
	Fair value	receivables	profit or loss	hedges	cost	value	Fair value
	hierarchy	£m	£m	£m	£m	£m	£m
Cash and cash equivalents	Level 1	116.5	–	–	–	116.5	116.5
Bank overdrafts	Level 1	–	–	–	(83.7)	(83.7)	(83.7)
Derivative financial instruments	Level 2	–	(0.0)	4.6	–	4.6	4.6
Bank borrowings	Level 2	–	–	–	(139.0)	(139.0)	(138.9)
Private Placement Notes	Level 2	–	–	–	(47.8)	(47.8)	(45.9)

The carrying value of trade and other receivables and trade and other payables are considered a reasonable approximation of fair value and

therefore have not been included in the tables above.

During the current and prior financial year, there were no transfers between the different levels identified above.

Interest rate risk

The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents and bank

overdrafts and derivative financial instruments. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This

is managed by reviewing the debt profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to

manage the level of floating interest rate exposure.

The Group holds private placement notes in US dollars which have been swapped to sterling using cross currency interest rate swaps.

Sensitivity analysis for floating rate debt

The full year impact of both an upward and downward movement in each applicable interest rate and interest rate curve by 100 basis points

(assuming all the other variables remain constant) is shown below.

	On profit after tax		On equity
	2024	2023	2024	2023
	£m	£m	£m	£m
Effect of a downward movement of 100 basis points	0.5	0.5	(0.4)	0.0
Effect of an upward movement of 100 basis points	(0.5)	(0.5)	0.4	(0.0)

negative = cost, positive = gain

158 Greencore Group plc Annual Report and Financial Statements 2024

22. Financial risk management and financial instruments continued

Foreign currency risk

The Group is exposed to currency risk on sales and purchases in certain businesses that are denominated in currencies other than the

functional currency of the entity concerned. The Group utilises foreign currency contracts to economically hedge foreign exchange

exposures arising from these transactions. The Group has been actively working on reducing these risks by negotiating contracts with

customers and suppliers in Sterling.

The Group’s trading entity exposures to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at

the year end date were as follows (excluding derivative financial instruments):

		2024			2023
	Euro	US dollars	Sterling	Euro	US dollars	Sterling
Denominated in:	£m	£m	£m	£m	£m	£m
Trade receivables and other receivables	–	–	–	0.3	–	–
Trade payables and other payables	(0.8)	–	–	(5.2)	–	–
Cash and cash equivalents and bank overdrafts	–	–	–	5.1	0.1	–
Gross balance sheet exposure	(0.8)	–	–	0.2	0.1	–

Sensitivity analysis for primary foreign currency risk

A 10% strengthening of the sterling exchange rate against the euro exchange rates in respect of the translation of amounts not denominated in

the functional currency of relevant entities into the functional currency would impact profit after tax and equity by the amount shown below.

This assumes that all other variables remain constant. A 10% weakening of the sterling exchange rate against the euro exchange rates would

have an equal and opposite effect.

	On Profit after tax		On Equity
	2024	2023	2024	2023
	£m	£m	£m	£m
Impact of 10% strengthening of sterling vs. euro gain	0.4	0.8	1.4	4.5

Currency profile

The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 27 September 2024

was as follows:

	US dollar	Euro	Sterling	Total
	£m	£m	£m	£m
Cash and cash equivalents and bank overdrafts	–	0.4	14.0	14.4
Current borrowings (excluding bank overdrafts)	(10.4)	–	(4.5)	(14.9)
Non-current borrowings	(10.5)	–	(137.1)	(147.6)
Other derivative financial instruments	–	–	(1.0)	(1.0)
Total	(20.9)	0.4	(128.6)	(149.1)

The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 29 September 2023

was as follows:

	US dollar	Euro	Sterling	Total
	£m	£m	£m	£m
Cash and cash equivalents and bank overdrafts	0.1	5.2	27.5	32.8
Current borrowings (excluding bank overdrafts)	(11.4)	–	(49.6)	(61.0)
Non-current borrowings	(22.9)	–	(102.9)	(125.8)
Other derivative financial instruments	–	–	4.6	4.6
Total	(34.2)	5.2	(120.4)	(149.4)

Liquidity risk

The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place

to meet foreseeable peak borrowing requirements with an appropriate level of additional headroom. A prudent approach to liquidity risk

management is taken by the Group by spreading the maturities of its debt using long-term financing. The Group’s Treasury function actively

monitors the current and future funding requirements of the business on a daily basis. Excess funds are placed on short-term deposit for up to

one month whilst ensuring that sufficient cash is available on demand to meet expected operational requirements.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

159Strategic Report | Directors’ Report | Financial Statements | Other Information

The following are the carrying amounts and contractual liabilities of financial liabilities (including interest payments):

	Carrying	Contractual	Period 1-6	Period 6-12	Period 1-5	Period > 5
	amount	amount	months	months	years	years
27 September 2024	£m	£m	£m	£m	£m	£m
Non-derivative financial instruments
Bank overdrafts	(42.9)	(42.9)	(42.9)	–	–	–
Bank borrowings	(132.6)	(159.2)	(4.3)	(4.0)	(150.9)	–
Private Placement Notes	(29.9)	(31.5)	(0.7)	(15.4)	(15.4)	–
Lease liabilities	(44.9)	(47.5)	(8.0)	(6.2)	(30.0)	(3.3)
Trade and other payables	(424.1)	(424.1)	(421.9)	–	(2.2)	–
Derivative Financial Instruments
Interest rate swaps – cash flow hedges	(0.5)
Inflow/(outflow)		(0.2)	0.1	(0.1)	(0.2)	–
Interest rate swaps – not designated as cash flow hedges	0.5
Inflow		0.2	0.2	–	–	–
Cross-currency interest rate swaps – cash flow hedges	(0.9)
Inflow		22.1	0.5	10.8	10.8	–
(Outflow)		(23.2)	(0.4)	(11.4)	(11.4)	–
Forward foreign exchange contracts	(0.1)
Inflow		2.0	1.8	0.2	–	–
(Outflow)		(2.1)	(2.0)	(0.1)	–	–

	Carrying	Contractual	Period 1-6	Period 6-12	Period 1-5	Period > 5
	amount	amount	months	months	years	years
29 September 2023	£m	£m	£m	£m	£m	£m
Non-Derivative Financial Instruments
Bank overdrafts	(83.7)	(83.7)	(83.7)	–	–	–
Bank borrowings	(139.0)	(158.1)	(5.0)	(49.3)	(103.8)	–
Private Placement Notes	(47.8)	(51.6)	(1.1)	(16.8)	(33.7)	–
Lease liabilities	(45.0)	(45.8)	(9.5)	(3.9)	(28.0)	(4.4)
Trade and other payables	(438.7)	(438.7)	(436.3)	–	(2.4)	–
Derivative Financial Instruments
Interest rate swaps – cash flow hedges	3.0
Inflow		2.5	1.3	1.1	0.1	–
Cross-currency interest rate swaps – cash flow hedges	1.6
Inflow		37.2	0.8	12.1	24.3	–
(Outflow)		(35.6)	(0.6)	(11.6)	(23.4)	–
Forward foreign exchange contracts	(0.0)
Inflow		9.6	9.6	–	–	–
(Outflow)		(9.6)	(9.6)	–	–	–

Credit risk

Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the

balance sheet. Risk is monitored both centrally and locally.

The Group derives a significant proportion of its revenue from sales to a limited number of major customers (see revenue for key customers

in Note 2). Sales to individual customers can be of significant value and the failure of any such customer to honour its debts could materially

impact the Group’s results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly

reviewing the credit history and rating of all significant customers and reviewing outstanding balances for indicators of impairment. There

have been no significant changes to the Group’s credit risk parameters or to the composition of the Group’s trade receivables during the

financial year.

The Group also manages credit risk in the UK through the use of a receivables purchase arrangement. Under the terms of this agreement the

Group has transferred substantially all of the credit risk and control of the receivables, which are subject to this agreement, and accordingly,

£47.0m (2023: £56.9m) has been derecognised at financial year end. The impact on the Group’s Statement of Cash Flows is recognised in

working capital movements within operating activities. The interest charge on this purchasing arrangement is payable monthly and charged

at SONIA (or equivalent benchmark rates) plus an agreed margin.

In addition, the Group operates trade receivable factoring arrangements with two of its larger customers. These arrangements allow the

Group to choose to factor the receivable before the sales are contractually due from the customer. These are non-recourse arrangements

and therefore amounts are derecognised from trade receivables. At 27 September 2024, £46.9m (2023: £39.3m) was drawn under these

factoring facilities. The Group presents the factoring arrangements as part of the movement in working capital he Group Statement of Cash

Flows. The interest charge on this factoring arrangement is payable monthly and charged at SONIA (or equivalent benchmark rates) plus an

agreed margin .

160 Greencore Group plc Annual Report and Financial Statements 2024

22. Financial risk management and financial instruments continued

Credit risk continued

The aged analysis of trade receivables for the year ended 27 September 2024 and 29 September 2023 is summarised in the table below.

	2024	2023
	£m	£m
Receivable within 1 months of the balance sheet date	172.2	167.6
Receivable between 1 and 3 months of the balance sheet date	0.7	1.5
Receivable greater than 3 months of the balance sheet date	1.2	1.5
Total trade receivables	174.1	170.6

Trade receivables are in general receivable within 90 days of the invoice date, are unsecured and are not interest bearing. The figures disclosed

above are stated net of allowances for impairment.

The Group applies the simplified approach to providing for expected credit losses (‘ECL’) set out in IFRS 9 Financial Instruments, which

requires expected lifetime losses to be recognised from initial recognition of the trade receivables. The Group uses an allowance matrix to

measure the ECL of trade receivables based on its credit loss rates. Expected loss rates are based on historical payment profiles of sales and

the corresponding historical credit loss experience for key customers. The historical loss rates are adjusted to reflect current and forward

economic factors if there is evidence to suggest these factors will affect the ability of the customer to settle receivables.

The movements in the allowance for impairment of trade receivables are as follows:

	2024	2023
	£m	£m
At the beginning of the financial year	(3.4)	(3.4)
Charge to the income statement	(1.2)	(1.1)
Written off during the financial year	0.6	0.7
Recovered during the financial year	–	0.1
Disposal of undertaking	–	0.3
At end of financial year	(4.0)	(3.4)

The Group has completed an assessment of ECL on other receivables balances using market default risk probabilities for key customers and

has concluded that this would be immaterial (2023: £Nil).

Cash and cash equivalents and bank overdrafts

Exposure to credit risk on cash and derivative financial instruments is actively monitored by the Group’s Treasury function. Risk of counterparty

default arising on cash and cash equivalents and bank overdrafts is controlled by dealing with high-quality institutions and by policy, limiting

the amount of credit exposure to any one bank or institution. The Group transacts with a variety of high credit quality financial institutions

for the purpose of placing deposits. The Group actively monitors its credit exposure to each counterparty to ensure compliance with the

counterparty risk limits of the Board-approved Treasury Policy. As a result, the Group has identified the associated credit risk as low, and no

credit loss is expected.

Of the total cash and cash equivalents and bank overdrafts at 27 September 2024 and 29 September 2023, the cash was predominantly held

by financial institutions with minimum short-term ratings of A-1 (Standard and Poor’s) or P-1 (Moody’s). The Group accordingly does not

expect any loss in relation to its cash and cash equivalents and bank overdrafts at 27 September 2024.

Price risk

The Group purchases a variety of commodities which can be subject to significant price volatility. The price risk on these commodities is

managed by the Group’s procurement function by closely monitoring markets. The Group’s policy is to minimise its exposure to volatility

by adopting an appropriate forward purchase strategy which is supported through providing regular forward price forecasts to the business.

This forecast enables the Group to both predict and manage inflation.

Reconciliation of movements of liabilities to cash flows arising from financing activities

The reconciliation from opening to closing for the financial year ended 27 September 2024 is as follows:

	At		Foreign	Other and	Other	At
	29 September	Financing	currency	non-cash	operating cash	27 September
	2023	cash flows	translation	movements	movements	2024
	£m	£m	£m	£m	£m	£m
Bank borrowings	(139.0)	7.7	–	(1.3)	–	(132.6)
Private Placement Notes	(47.8)	15.5	2.4	–	–	(29.9)
Lease liabilities	(45.0)	15.7	–	(17.0)	1.4	(44.9)
Total changes in liabilities arising from financing activities	(231.8)	38.9	2.4	(18.3)	1.4	(207.4)

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

161Strategic Report | Directors’ Report | Financial Statements | Other Information

During the current financial year, the Group refinanced its debt facilities with a new five-year sustainability linked Revolving Credit Facility

(‘RCF’). This resulted in the repayment of a £45m term loan and £60m of the £340m RCF, offsetting these repayments was a net drawdown

of £97.3m on the RCF facility. While the overall maturity of the RCF facility is greater than three months, drawdowns and repayments are

presented as net cashflows as they are determined to be short term in nature, given that they occur in line with the business needs on a

transactional basis.

The reconciliation of opening to closing for the prior financial year ended 29 September 2023 is as follows:

	At		Foreign	Other and	Other	At
	30 September	Financing	currency	non-cash	operating cash	29 September
	2022	cash flows	translation	movements	movements	2023
	£m	£m	£m	£m	£m	£m
Bank borrowings	(158.8)	20.2	–	(0.4)	–	(139.0)
Private Placement Notes	(67.9)	15.5	4.6	–	–	(47.8)
Lease liabilities	(48.0)	15.6	–	(13.8)	1.2	(45.0)
Total changes in liabilities arising from financing activities	(274.7)	51.3	4.6	(14.2)	1.2	(231.8)

In relation to cash flows from financing activities that relate to equity, there were a number of share capital movements. Issue of share capital

decreased by £0.3m (2023: £0.4m) in the financial year due to the share buyback programme. £55.0m (2023: £26.2m) of a cash outflow has

been recognised within retained earnings with respect to the share buyback programme, this includes £5.6m which was transferred to an

independent broker to complete the share buyback programme which had yet to be transacted at year end. In the financial year, £5.5m (2023:

£3.9m) of own shares were purchased and put into trust. These have been recognised within the own share reserve. £0.8m was received for

the issue of new shares in the financial year (2023: £nil) which has been recognised in share capital and share premium.

Capital management

The Group manages its capital to ensure that entities in the Group will be able to trade on a going concern basis while maximising the return

to stakeholders through the optimisation of the debt and equity balance. The change in debt capital structure in the year is set out in the

Alternative Performance Measures and the change in equity is set out in Note 25. Invested capital is defined as the sum of all current and non-

current assets (including intangibles), less current and non-current liabilities with the exception of debt items, derivative financial instruments

and retirement benefit obligations. The invested capital of the Group at 27 September 2024 is £653.6m (2023: £667.0m). The Group monitors

the Return on Invested Capital of the Group as a Key Performance Indicator; the calculation is set out in the Alternative Performance Measures

on page 177.

At 27 September 2024, the Group’s Leverage Ratio (Adjusted Net Debt:Adjusted EBITDA) was 1.0x (2023: 1.2x) and the Group’s Interest

Coverage Ratio (Adjusted EBITA:Adjusted Consolidated Net Interest Payable) was 7.9 (2023: 7.7) both of which are compliant with the Group’s

financing covenants. Adjusted Net Debt is calculated to exclude lease liabilities recognised as a result of the adoption of IFRS 16 Leases.

Adjusted EBITDA is calculated in line with the lenders’ covenant definitions, which is EBITDA adjusted for exceptional items, and other

recurring items as defined by the covenant definition which include share-based payment charges, and the net impact of lease charges

recognised as a result of the adoption of IFRS 16 Leases, as outlined in the Alternative Performance Measures on page 177. Adjusted Net

Interest payable is calculated in line with the lenders’ covenant which is interest costs net of income, fees and other non-cash related

interest items.

23. Provisions

	Lease	Remediation
	dilapidations	and closure	Reorganisation	Other	Total
	£m	£m	£m	£m	£m
Year ended 27 September 2024
At 29 September 2023	5.2	2.3	0.4	2.0	9.9
Provided in financial year	0.2	–	–	0.5	0.7
Utilised in financial year	(0.1)	(0.7)	(0.4)	(0.1)	(1.3)
Released in financial year	(0.2)	–	–	(0.4)	(0.6)
Unwind of discount to present value in the financial year	–	0.1	–	–	0.1
Currency translation adjustment	–	(0.1)	–	–	(0.1)
At 27 September 2024	5.1	1.6	–	2.0	8.7

Analysed as:

	2024	2023
	£m	£m
Non-current liabilities	6.8	6.9
Current liabilities	1.9	3.0
	8.7	9.9

162 Greencore Group plc Annual Report and Financial Statements 2024

23. Provisions continued

Leases dilapidations

Lease dilapidations consist of provisions for leasehold dilapidations in respect of certain leases, relating to the estimated cost of reinstating

leasehold premises to their original condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated

that these will be payable within ten years.

Remediation and closure

Remediation and closure obligations were established to cover either a statutory, contractual or constructive obligation of the Group.

The majority of the obligation will unwind in one to five years.

Reorganisation

Reorganisation provisions consist of provisions for personnel exit costs arising from the Group’s Better Greencore change programme.

The provision was utilised in full during the financial year.

Other

Other provisions consist of potential litigation and warranty claims. It is currently anticipated that these provisions will unwind in one to five

years.

24. Retirement benefit obligations

The Group operates defined contribution pension schemes in all of its main operating locations. The Group also has legacy defined benefit

pension schemes, which were closed to future accrual on 31 December 2009.

Defined contribution pension schemes

The total cost charged to income of £16.3m (2023: £15.5m) represents employer contributions payable to the defined contribution pension

schemes at rates specified in the rules of the schemes. At 27 September 2024, £2.2m (2023: £2.2m) was included in other accruals in respect

of defined contribution pension accruals.

Legacy defined benefit and defined benefit commitment pension schemes

The Group operates one legacy defined benefit pension scheme and one legacy defined benefit commitment in Ireland (the ‘Irish schemes’)

and one legacy defined benefit pension scheme and one legacy defined benefit commitment in the UK (the ‘UK schemes’) (collectively the

‘schemes’). The Projected Unit Credit actuarial cost method has been employed in determining the present value of the defined benefit

pension obligation, the related current service cost and, where applicable, past service cost.

All of the legacy defined benefit pension schemes are closed to future accrual. Scheme assets are held in separate Trustee administered

funds. These plans have broadly similar regulatory frameworks. Responsibility for governance of the plans, including investment decisions and

contribution schedules, lies with the Company and the respective boards of Trustees.

The Group’s cash contributions to its pension schemes are generally determined by reference to actuarial valuations undertaken by the

schemes’ actuaries at intervals not exceeding three years and not by the provisions of IAS 19 Employee Benefits. These funding valuations can

differ materially from the requirements of IAS 19. In particular the discount rate used to determine the value of liabilities under IAS 19 Employee

Benefits is determined by reference to the yield at the year end date on high grade corporate bonds of comparable duration to the liabilities.

In contrast the discount rate used in the ongoing valuation is generally determined by reference to the yield on the scheme’s current and

projected future investment portfolio.

Where a funding valuation reveals a deficit in a scheme, the Group will generally agree a schedule of contributions with the Trustees designed

to address the deficit over an agreed future time horizon. Full actuarial valuations were carried out on the Irish scheme and the UK scheme

at 31 March 2022 and 31 March 2023 respectively. All of the schemes are operating under the terms of current funding proposals agreed

with relevant pension authorities. The UK legacy defined benefit pension scheme is expected to achieve a fully funded position on a triennial

funding valuation basis by the end of September 2025. Following discussions with the UK scheme’s Trustees, it has been agreed that £9.8m of

annual pension contributions from the Group will cease when the fully funded position is achieved. In FY25, the Group expects to pay c.£12m

in contributions.

In the prior financial year, the Trustees of the Irish legacy defined benefit scheme entered into an annuity buy-in transaction to purchase an

insurance policy for the pensioner liabilities, representing approximately 80% of the liabilities of the scheme at that time. This has the benefit

of de-risking the future of the scheme. The insurance policy is treated as a plan asset and the fair value of the policy is determined to be the

present value of the related obligations. At the completion of the buy-in of the insurance policy, the Group recognised an actuarial loss in

equity reflecting the change in the value of the plan assets to match the related obligation.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

163Strategic Report | Directors’ Report | Financial Statements | Other Information

Legacy defined benefit assets and liabilities

		2024			2023
	UK	Irish		UK	Irish
	Schemes	Schemes	Total	Schemes	Schemes	Total
	£m	£m	£m	£m	£m	£m
Fair value of plan assets	181.0	140.0	321.0	159.4	145.4	304.8
Present value of scheme liabilities	(210.4)	(125.4)	(335.8)	(197.2)	(127.7)	(324.9)
(Deficit)/surplus in schemes	(29.4)	14.6	(14.8)	(37.8)	17.7	(20.1)
Deferred tax asset/(liability) (Note 9)	7.4	(2.0)	5.4	9.5	(2.2)	7.3
Net (liability)/asset at end of financial year	(22.0)	12.6	(9.4)	(28.3)	15.5	(12.8)
Presented as:
Retirement benefit asset*	–	15.3	15.3	–	18.4	18.4
Retirement benefit obligation	(29.4)	(0.7)	(30.1)	(37.8)	(0.7)	(38.5)

* The value of a net pension benefit asset is the value of any amount the Group reasonably expects to recover by way of refund of surplus from the remaining assets of a plan at the end

of the plan’s life.

The International Financial Reporting Standards Interpretations Committee (‘IFRIC 14’) clarifies how the asset ceiling should be applied,

particularly how it interacts with local minimum funding rules. The Group has determined that it has an unconditional right to a refund of

surplus assets if the schemes are run off until the last member dies.

Movement in the fair value of plan assets

	2024	2023
	£m	£m
Change in fair value of plan assets
Fair value of plan assets at beginning of financial year	304.8	339.0
Interest income on plan assets	15.2	15.0
Actuarial gain/(loss)	16.0	(36.0)
Administrative expenses paid from plan assets	(0.9)	(1.3)
Employer contributions	12.4	12.4
Benefit payments	(21.2)	(22.1)
Effect of exchange rate changes	(5.3)	(2.2)
Fair value of plan assets at end of financial year	321.0	304.8

Movement in the present value of legacy defined benefit obligations

	2024	2023
	£m	£m
Change in present value of scheme liabilities
Benefit obligation at beginning of financial year	324.9	359.3
Interest expense	16.2	16.2
Actuarial loss/(gain) on financial assumptions	19.8	(19.9)
Actuarial loss/(gain) on experience	2.2	(1.8)
Actuarial gain on demographic assumptions	(1.3)	(5.1)
Benefit payments	(21.2)	(22.1)
Effect of exchange rate changes	(4.8)	(1.7)
Present value of scheme liabilities at end of financial year	335.8	324.9

Risks and assumptions

The legacy defined employee benefit plans expose the Group to a number of risks, the most significant of which are:

Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform this

yield this will create a deficit. The plans hold assets which, though expected to outperform corporate bonds in the long term, create volatility

and risk in the short term. The allocation to assets is monitored to ensure that it remains appropriate given the plans’ long-term objectives.

164 Greencore Group plc Annual Report and Financial Statements 2024

24. Retirement benefit obligations continued

Risks and assumptions continued

Discount rates: The discount rates employed in determining the present value of the schemes’ liabilities are determined by reference to

market yields at the financial year end date on high-quality corporate bonds of a currency and term consistent with the currency and term

of the associated post-employment benefit obligations. Changes in discount rates impact the quantum of the liabilities.

Inflation risk: Some of the Group’s pension obligations are linked to inflation; higher inflation will lead to higher liabilities (although in most

cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The assumed rate of future inflation

is derived from the relative yields of index-linked and fixed interest government bonds priced as of 27 September 2024 in the UK. The Irish

inflation assumption has been set based on market expectations at the reporting date which included consideration of the yield on long-term

Irish Government bonds.

Longevity risk: In the majority of cases, the Group’s legacy defined benefit pension schemes provide benefits for the life of the member,

so increases in life expectancy will therefore give rise to higher liabilities.

Climate Change: The impact of climate change on mortality rates, particularly future mortality rates, has been considered and it has been

concluded that there is no impact in the current financial year. This will continue to be kept under review.

The size of the obligation is sensitive to judgemental actuarial assumptions. These include demographic assumptions covering mortality,

economic assumptions covering price inflation and benefit increases, together with the discount rate.

The principal actuarial assumptions are as follows:

	UK Schemes		Irish Schemes
	2024	2023	2024	2023
Rate of increase in pension payments*	2.95%	3.05%	1.00%	1.50%
Discount rate	5.05%	5.60%	3.38%	4.50%
Inflation rate**	3.15%	3.30%	1.90%	2.50%

* The rate of increase in pension payments applies to the majority of the liability base, however there are certain categories within the Group’s Irish schemes that have an entitlement to

pension indexation.

** The assumption for Retail Price Index (‘RPI’) and Consumer Price Index (‘CPI’) are derived from the Harmonised Index of Consumer Prices (‘HICP’) and relative yields of index-linked

and fixed interest government bonds.

Assumptions regarding future mortality experience are set based on information from published statistics and experience in all geographic

regions and are selected to reflect the characteristics and experience of the membership of the relevant plans. In relation to the UK, this has

been done by reflecting the characteristics of the membership using the demographic tables from S3PA YoB with CMI 2021 model for future

improvements in mortality. The average life expectancy, in years, of a pensioner retiring at 65 is as follows:

	UK Schemes		Irish Schemes
	2024	2023	2024	2023
	years	years	years	years
Male	21	22	23	23
Female	23	24	24	24

Sensitivity of pension liability to judgemental assumptions

				Impact on Scheme Liabilities
		UK Schemes	Irish Schemes	Total 2024	Total 2023
Assumption	Change in assumption	£m	£m	£m	£m
Discount rate	Decrease by 0.5%	14.7	6.1	20.8	19.8
Discount rate	Increase by 0.5%	(13.2)	(5.6)	(18.8)	(17.9)
Rate of inflation	Decrease by 0.5%	(10.9)	(1.8)	(12.7)	(11.4)
Rate of inflation	Increase by 0.5%	11.8	1.9	13.7	12.9
Rate of mortality	Members assumed to live 1 year longer	5.2	5.4	10.6	10.2

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

165Strategic Report | Directors’ Report | Financial Statements | Other Information

Sensitivity of pension scheme assets to yield movements

				Impact on Scheme Assets
		UK Schemes	Irish Schemes	Total 2024	Total 2023
Assumption	Change in assumption	£m	£m	£m	£m
Change in bond yields	Decrease by 0.5%	13.0	6.3	19.3	17.7

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. The sensitivity analysis

intends to provide assistance in understanding the sensitivity of the valuation of pension liabilities to market movements on discount rates,

inflation rates and mortality assumptions for scheme beneficiaries and in understanding the sensitivity of the valuation of pension assets to

market movements on bond yields.

Hedging strategy

The Trustees invest the funds in a range of assets with the objective of maximising the fund return with a view to containing the cost of funding

the scheme whilst at the same time maintaining an acceptable risk profile. In assessing the risk profile the Trustees take account of the nature

and duration of the liabilities.

Plan assets are comprised as follows:

		2024			2023
	Quoted	Unquoted	Total	Quoted	Unquoted	Total
	£m	£m	£m	£m	£m	£m
Cash	1.4	–	1.4	2.5	–	2.5
Debt instruments	50.4	–	50.4	50.5	–	50.5
Derivative financial instruments	140.6	–	140.6	122.9	–	122.9
Investment funds*	11.4	28.1	39.5	10.8	25.6	36.4
Insurance contract*	–	89.1	89.1	–	92.5	92.5
Fair value of plan assets	203.8	117.2	321.0	186.7	118.1	304.8

* Where a plan asset has been classified as unquoted, this is where a quoted market price in an active market is not available at the financial year end.

The primary UK Scheme has Liability Driven Investment (‘LDI’) for 78% (2023: 75%) of the UK funds which aims to hedge 100% (relative to

assets) of the interest rate and inflation risk in the scheme. The hedging strategy is designed to reduce the schemes’ exposure to changes in

interest rates and inflation expectations, therefore, reducing funding level risk and volatility. The Trustees review investment strategy regularly.

There is no LDI for the Irish Scheme (2023: nil).

The Trustees of the primary scheme in Ireland, Greencore Group Pension Scheme (‘GGPS’) entered into a legally binding annuity contract in

November 2022 with an insurance company. This annuity policy covered all pensions in payment at that date. As the transaction was a ‘buy in’

annuity contract the obligations to meet pension payments remain with the GGPS, therefore, the pension members covered under the policy

remain a liability of the Scheme. The annuity contract covers c.80% of the GGPS liabilities at the time of the buy-in commencement date

and provides an exact match for the pension members cash flows secured, i.e. a perfect interest rate, inflation and longevity hedge. The only

remaining risk borne by GGPS in respect of these liabilities is the counterparty risk to the insurer and the remaining assets are held in cash and

bonds with a view to limit interest and inflation risk in respect of the deferred population.

The hedging on the UK schemes is provided via pooled fund manager funds which have specified limits on leverage.

Maturity analysis

The expected maturity analysis is set out in the table below:

	UK Schemes %	Irish Schemes %	Total % of
	of benefits	of benefits	benefits
Expected benefit payments:
Within 5 years	11%	28%	17%
Between 6 and 10 years	13%	22%	17%
Between 11 and 15 years	15%	17%	16%
Between 16 and 20 years	14%	12%	13%
Between 21 and 25 years	13%	8%	11%
Over 25 years	34%	13%	26%

The weighted average duration of the UK and Irish legacy defined benefit obligations are 13 years (2023: 14 years) and 10 years (2023: 10 years)

respectively.

166 Greencore Group plc Annual Report and Financial Statements 2024

24. Retirement benefit obligations continued

Greencore Group Pension Scheme contingent asset

Up until February 2024, the primary scheme in Ireland, GGPS, had a mortgage and charge relating to certain property assets of the Group for

use as a contingent asset which had a carrying value of £4.6m in FY23. Under the terms of the mortgage and charge, if a disposal of those

property assets occurred and met certain requirements, the GGPS was entitled to a portion of the sale proceeds. The maximum amount

recoverable by the Trustees of the GGPS under the mortgage and charge was the amount required for the GGPS to meet the minimum

funding standard under the Pension Acts 1990-2009. On 23 February 2024, the Trustees of the GGPS released the charge on the property

assets.

Pension funding partnership

In 2013, the Group entered into arrangements with the Greencore UK Legacy Defined Benefit Scheme (‘the UK Scheme’) to address £40.0m

of the actuarial deficit in the UK Scheme. The substance of this arrangement is to reduce the cash funding which would otherwise be required

based on the latest actuarial valuation, whilst improving the security of the UK Scheme members’ benefits.

On 10 May 2013, the Group made a contribution to the UK Scheme of £32.8m. On the same day, the UK Scheme’s Trustees invested £32.8m

in Greencore Convenience Foods Limited Partnership (‘SLP’) as a limited partner. SLP was established by Greencore Prepared Meals Limited,

a wholly owned subsidiary of the Group, to hold properties of the Group and loan notes issued by Greencore Convenience Foods I Limited

Liability Partnership (‘LLP’). LLP was established by SLP and holds certain trade receivables of the Group. As at 27 September 2024, SLP held

properties with a carrying value of £14.4m (2023: £14.8m) and trade receivables with a carrying value of £36.0m (2023: £36.0m) in the Group

Financial Statements. The properties are leased to other Group undertakings. As a partner in the SLP, the UK Scheme is entitled to a semi-

annual share of the profits of SLP until 2029.

These partnerships are controlled by the Group, and as such, they are fully consolidated as wholly owned subsidiaries in accordance

with IFRS 10 Consolidated Financial Statements. Under IAS 19 Employee Benefits, the investment held by the UK Scheme in SLP, does not

represent a plan asset for the purposes of the Group’s financial statements. Accordingly, the Scheme’s deficit position presented in the Group

Financial Statements does not reflect the investment in SLP held by the UK Scheme. Distributions from SLP to the UK Scheme are treated as

contributions by employers in the Group Financial Statements on a cash basis.

25. Share capital

		2024	2023
Authorised		£m	£m
1,000,000,000	Ordinary Shares of £0.01 each	10.0	10.0
500,000,000	Deferred Shares of €0.01 each	4.3	4.3
300,000,000	Deferred Shares of €0.62 each	160.1	160.1
1 Special Rights Preference Share of €1.26 (A)		–	–
		174.4	174.4

		2024	2023
Issued and fully paid		£m	£m
449,385,547	(2023: 483,453,842) Ordinary Shares of £0.01 each	4.5	4.8
1 Special Rights Preference Share of €1.26 (A)		–	–
		4.5	4.8

	2024	2023
Reconciliation of movements on Equity Share Capital	£’000	£’000
Share capital, at beginning of financial year	4,824	5,158
Exercise of share options (B)	7	–
Share buyback and cancellation of share (C)	(348)	(334)
Share capital, at end of financial year	4,483	4,824

(A) There is one Special Share of €1.26 in the capital of the Company. The Articles of Association provide that the Special Share may be held only by, or transferred only to, the Minister for

Agriculture, Food and the Marine or some other person appointed by the Minister. In 2011, many of the rights attaching to the Special Share were abolished.

(B) 725,468 share options (2023: nil) granted under the ShareSave Scheme were exercised at a nominal value of £0.007m (2023: £nil). See Note 6.

(C) 34,793,763 Ordinary Shares in the Company were repurchased in the current year and immediately cancelled (2023: 33,382,718). The shares which had a nominal value £0.348m

(2023: £0.334m) were purchased for £49.4m (2023: £26.2m).

All shares, with the exception of the Special Rights Preference Share, carry equal voting rights and rank for dividends to the extent to which the

total amount payable in each share is paid up.

Prior consent of the holder of the Special Share is required in the event that there is a proposal for the voluntary winding up or dissolution

of the Company or if there is any proposed sale, transfer or disposal of the Company’s subsidiary, Irish Sugar Designated Activity Company.

The holder of the Special Share is only entitled to a repayment of the capital paid up on the Special Share (€1.26) and has no further right to

participate in the profits of the Company or any entitlement to dividend.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

167Strategic Report | Directors’ Report | Financial Statements | Other Information

Share buyback

In the current year, the Group repurchased 34,793,763 Ordinary Shares (2023: 33,382,718) in the Company, by way of a share buyback, costing

£49.4m (2023: £26.2m). These shares were immediately cancelled. The Group had committed to a share buyback of £40m in H2 FY24 and by

27 September 2024 had transferred all funds to the independent broker in order to complete the share buyback but £5.6m of the total amount

had yet to be transacted. These funds have been fully utilised to complete the £40m share buyback as of 11 November 2024.

Own share reserve:

		Number of shares		Nominal value of share		Total own share reserve
	2024		2023	2024	2023	2024	2023
	Number		Number	£	£	£m	£m
At beginning of financial year	7,025,1 27	2,	87 7,009	0.071	0.029	6.4	4.4
Shares acquired by Employee Benefit Trust	4,152,708		5,688,856	0.041	0.057	5.5	3.9
Transferred to beneficiaries of the share scheme	(1,717,280)		(1,540,738)	(0.017)	(0.015)	(1.3)	(1.9)
At end of financial year	9,460,555		7,025,127	0.095	0.071	10.6	6.4

At 27 September 2024, 2.1% of issued share capital is held in this reserve (29 September 2023: 1.5%).

26. Working capital movement

The following represents the Group’s working capital movement:

	2024	2023
	£m	£m
Inventories	6.5	(9.6)
Trade and other receivables	1.5	2.7
Trade and other payables	(16.0)	9.1
	(8.0)	2.2

27. Capital expenditure commitments

The table below includes the capital commitments for the Group as at 27 September 2024 and 29 September 2023:

	2024	2023
	£m	£m
Capital expenditure that has been contracted but not been provided for	9.9	9.1
Capital expenditure that has been authorised by the Directors but not yet contracted	6.1	7.2
	16.0	16.3

At September 2024, £5.5m (2023: £Nil) of total capital expenditure commitments relate to sustainability and climate-related expenditure.

28. Disposal of undertakings

Trilby Trading Limited

In the prior year, the Group completed the sale of its investment in Trilby Trading Limited, an importer and distributor of edible oils and fats for

the food processing industry, operating out of Ireland.

Effect of disposal on the financial statements

	2023
	£m
Total assets and liabilities disposed of	(10.8)
Net consideration and disposal related costs	10.3
Translation reserve transferred to Income Statement on disposal of subsidiary	0.6
Profit on disposal	0.1

Reconciliation of consideration to cash received

	2023
	£m
Net consideration received on completion	11.2
Cash and cash equivalents disposed of	(5.1)
Net cash inflow arising on disposal	6.1

168 Greencore Group plc Annual Report and Financial Statements 2024

29. Contingencies

The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course

of business of the Company and other Group undertakings. The Company treats these guarantee contracts as contingent liabilities until

such time as it becomes probable that a payment will be required under such guarantees. Expected credit loss allowance in relation to these

guarantees is not material.

Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities of certain subsidiary undertakings

in Ireland for the financial year ended 27 September 2024 and as a result, such subsidiary undertakings have been exempted from the filing

provisions of Companies Act 2014. See Note 31 for the list of these subsidiary entities.

Greencore have two letters of credit (‘LoCs’) in place to satisfy our insurers’ collateral requirements for Employer’s Liability and Motor Self-

insured Programs for an amount of £4.9m (2023: £5.5m). The insurers are responsible for paying out where a claim occurs but recover

amounts quarterly from the Group. The LoCs will reduce the insurers’ credit exposure during the period between the claim payout, if any,

and subsequent recovery from the Group.

30. Related party disclosures

The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain

to the existence of subsidiaries and transactions with these entities entered into by the Group, as well as the identification and compensation

of key management personnel, as addressed in greater detail below.

Subsidiaries

The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its

subsidiaries. A listing of the principal subsidiaries is provided in Note 31 of the Group Financial Statements.

Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries, are eliminated in the preparation of

the Group Financial Statements in accordance with IFRS 10 Consolidated Financial Statements.

Key management personnel

For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term ‘Key Management Personnel’ (i.e. those persons

having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the Board of Directors

which manages the business and affairs of the Group.

Key management personnel compensation was as follows:

	2024	2023
	£m	£m
Salaries and other short-term employee benefits	2.1	2.8
Post-employment benefits – defined contribution costs	0.1	0.1
Share-based payments*	0.8	0.6
	3.0	3.5

* This is the Income Statement charge for the year which represents the fair value of the share-based payments, relating to Executive Directors. Details of the Group’s share-based

payments and the basis of calculation are set out in Note 6. This differs from the amount included in the single total figure for remuneration included in the Directors’ Report which is

not an IFRS metric.

Notes to the Group Financial Statements continued

Financial year ended 27 September 2024

169Strategic Report | Directors’ Report | Financial Statements | Other Information

31. Principal subsidiary undertakings

Name of undertaking	Nature of business	Percentage share	Registered office
Greencore Advances Designated Activity Company (A)(C)	Finance Company	100	4th Floor, Block 2, Dublin Airport
			Central, Dublin Airport, K67 E2H3,
			Ireland
Greencore Beechwood Limited (A)(D)	Holding Company	100	Greencore Manton Wood,
			Retford Road, Manton Wood
			Enterprise Park, Worksop S80 2RS
Greencore Convenience Foods Limited Partnership (B)(D)	Pension Funding	100	1 George Square, Glasgow,
			United Kingdom, G2 1AL
Greencore Convenience Foods I Limited Liability	Pension Funding	100	Greencore Manton Wood, Retford
Partnership (B)(D)			Road, Manton Wood Enterprise
			Park, Worksop, England, S80 2RS
Greencore Developments Designated	Property Company	100	4th Floor, Block 2, Dublin Airport
Activity Company (A)(C)			Central, Dublin Airport, K67 E2H3,
			Ireland
Greencore Finance Designated Activity Company (A)(C)	Finance Company	100	4th Floor, Block 2, Dublin Airport
			Central, Dublin Airport, K67 E2H3,
			Ireland
Greencore Foods Limited (A)(D)	Holding and Management	100	Greencore Manton Wood,
	Services Company		Retford Road, Manton Wood
			Enterprise Park, Worksop S80 2RS
Greencore Food to Go Limited (A)(D)	Food Processor	100	Greencore Manton Wood,
			Retford Road, Manton Wood
			Enterprise Park, Worksop S80 2RS
Greencore Funding Limited (A)(E)	Finance Company	100	IFC 5, St. Helier, Jersey, JE1 1ST
Greencore Grocery Limited (A)(D)	Food Processor	100	Greencore Manton Wood,
			Retford Road, Manton Wood
			Enterprise Park, Worksop S80 2RS
Greencore Prepared Meals Limited (A)(D)	Food Processor	100	Greencore Manton Wood,
			Retford Road, Manton Wood
			Enterprise Park, Worksop S80 2RS
Greencore UK Holdings Limited (A)(D)	Holding Company	100	Greencore Manton Wood, Retford
			Road, Manton Wood Enterprise
			Park, Worksop S80 2RS
Hazlewood Foods Limited (A)(D)	Holding Company	100	Greencore Manton Wood, Retford,
			Road Manton, Wood Enterprise
			Park, Worksop S80 2RS
Irish Sugar Designated Activity Company (A)(C)		General Trading Company 100	4th Floor, Block 2, Dublin Airport
			Central, Dublin Airport, K67 E2H3,
			Ireland

(A) These companies are all ultimately held 100% by Greencore Group plc. Each of the shares held are Ordinary shares.

(B) These companies are partnerships and the interests held represents interests in member capital.

(C) These companies are registered in Ireland and are availing of the exemption as set out in s.357 of the Companies Act 2014.

(D) These companies are registered in the UK.

(E) This company is registered in Jersey.

32. Subsequent events

The Group announced in May 2024 that they were committed to returning £50m to shareholders over the next 12 months. £40m of the return

was completed through share buyback by November 2024 and the Directors are now proposing a final dividend for the financial year ended

27 September 2024 of 2.0 pence per Ordinary Share. Due to the strong balance sheet, the Group is also launching a £10m share buyback.

33. Board approval

The Group Financial Statements, together with the Company Financial Statements, for the financial year ended 27 September 2024 were

approved by the Board of Directors and authorised for issue on 2 December 2024.

170 Greencore Group plc Annual Report and Financial Statements 2024

Notes

2024

£m

2023

£m

ASSETS

Non-current assets

Intangible assets 0.1 0.2

Property, plant and equipment 2 1.1 0.1

Right-of-use assets 3 2.3 0.3

Financial assets 4 765.1 765.1

Deferred tax asset 5 1.3 –

Total non-current assets 769.9 765.7

Current assets

Trade and other receivables 6 3.8 3.4

Cash and cash equivalents 4.7 0.2

Total current assets 8.5 3.6

Total assets 778.4 769.3

EQUITY

Capital and reserves

Share capital 9 4.5 4.8

Share premium 90.5 89.7

Undenominated capital reserve 121.2 120.9

Other reserves (3.1) (2.3)

Retained earnings 79.7 118.9

Total equity 292.8 332.0

LIABILITIES

Non-current liabilities

Lease liabilities 3 2.0 –

Provisions 7 1.3 1.1

Total non-current liabilities 3.3 1.1

Current liabilities

Bank overdraft – 46.2

Lease liabilities 3 0.4 0.2

Trade and other payables 8 481.0 388.9

Provisions 7 0.9 0.9

Total current liabilities 482.3 436.2

Total liabilities 485.6 437.3

Total equity and liabilities 778.4 769.3

Company only profit for the year was £14.3m (2023: loss of £5.6m).

On behalf of the Board.

Leslie Van De Walle Catherine Gubbins

Director Director

Company Statement of Financial Position

at 27 September 2024

171Strategic Report | Directors’ Report | Financial Statements | Other Information

capital

£m

premium

£m

Undenominated

capital reserve

(D)

£m

Share-

based

payment

reserve

(E)

£m

Own share

reserve

(F)

£m

Retained

Earnings

£m

Total equity

£m

At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0

Total comprehensive income for the financial year

Profit for the financial year – – – – – 14.3 14.3

Total comprehensive income for the financial year – – – – – 14.3 14.3

Transactions with equity holders of the Company

Contributions and distributions

Employee share-based payment expense

– – – 5.7 – – 5.7

Tax on share-based payments

– – – – – 0.5 0.5

Exercise, forfeit or lapse of share-based payments

– 0.8 – (2.3) – 2.3 0.8

Shares acquired by Employee Benefit Trust

(A)

– – – – (5.5) – (5.5)

Transfer to retained earnings on grant of shares to

beneficiaries of the Employee Benefit Trust

(B)

– – – – 1.3 (1.3) –

Capital return via share buyback

(C)

(0.3) – 0.3 – – (55.0) (55.0)

Total transactions with equity holders of the

Company (0.3) 0.8 0.3 3.4 (4.2) (53.5) (53.5)

At 27 September 2024 4.5 90.5 121.2 7.5 (10.6) 79.7 292.8

capital

£m

premium

£m

Undenominated

capital reserve

(D)

£m

Share-

based

payment

reserve

(E)

£m

Own share

reserve

(F)

£m

Retained

Earnings

£m

Total equity

£m

At 30 September 2022 5.2 89.7 120.5 3.8 (4.4) 149.3 364.1

Total comprehensive income for the financial year

Loss for the financial year – – – – – (5.6) (5.6)

Total comprehensive income for the financial year – – – – – (5.6) (5.6)

Transactions with equity holders of the Company

Contributions and distributions

Employee share-based payment expense – – – 3.6 – – 3.6

Exercise, forfeit or lapse of share-based payments – – – (3.3) – 3.3 –

Shares acquired by Employee Benefit Trust

(A)

– – – – (3.9) – (3.9)

Transfer to retained earnings on grant of shares to

beneficiaries of the Employee Benefit Trust

(B)

– – – – 1.9 (1.9) –

Capital return via share buyback

(C)

(0.4) – 0.4 – – (26.2) (26.2)

Total transactions with equity holders of the

Company (0.4) – 0.4 0.3 (2.0) (24.8) (26.5)

At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0

(A) Pursuant to the terms of the Employee Benefit Trust 4,152,708 shares (2023: 5,688,856) were purchased during the financial year ended 27 September 2024 for a cash cost of £5.5m

(2023: £3.9m). Further details are set out in Note 25 of the Group Financial Statements.

(B) During the financial year 1,717,280 (2023: 1,540,738) shares with a nominal value at the date of transfer of £0.017m (2023: £0.015m) at a cost of £1.3m (2023: £1.9m) were transferred

to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restricted Share Plan. Further details are set out in Note 25 of the Group Financial Statements.

(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 34,793,763 Ordinary Shares (2023: 33,382,718) as part of the share buyback

programme. Further details are set out in Note 25 of the Group Financial Statements.

(D) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of

Greencore Group plc on conversion to the euro.

(E) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave

Scheme, the Employee Share Incentive Plan and the Restricted Share Plan. Further information in relation to these share-based payments schemes is set out in Note 6 of the Group

Financial Statements.

(F) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s

employee share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6 of

the Group Financial Statements.

Company Statement of Changes in Equity

financial year ended 27 September 2024

172 Greencore Group plc Annual Report and Financial Statements 2024

1. Company only Statement of material accounting policies

Basis of preparation

The Company only Financial Statements of Greencore Group plc (‘the Company’) were prepared under the historical cost convention, in

accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In preparing these Financial Statements, the

Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards endorsed by the

EU but makes amendments where necessary in order to comply with the Companies Act 2014 and has set out below where advantage of the

FRS 101 disclosure exemptions has been taken.

In these Company Financial Statements, the Company has applied the exemptions available under FRS 101 in respect of the following

disclosures:

• A Cash Flow Statement and related notes;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• Comparative period reconciliations for tangible fixed assets;

• The application of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of Key Management Personnel.

As the Consolidated Financial Statements of the Group are prepared in accordance with IFRS as endorsed by the EU and include the

equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:

• Certain disclosures required by IFRS 2 Share Based Payments;

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instruments: Disclosures;

• Certain disclosures required by IFRS 16 Leases;

• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12.

The material accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these

Financial Statements. The Company applies consistent accounting policies for measurement and recognition purposes under FRS 101 to those

applied by the Group. To the extent that an accounting policy is relevant to both Group and the Company Financial Statements, please refer

to the Group Financial Statements for disclosure of the relevant accounting policy. The Company Financial Statements have been prepared in

sterling and are rounded to the nearest million.

Significant accounting judgements

Interest in subsidiary undertakings

The Company considered the judgements made in determining whether there is an impairment in the interest in subsidiary undertakings to

be its significant accounting judgement. The reason it has been identified as a significant judgement is because of the number of subsidiaries

throughout the Group and the inputs into the assessment are subjective. The Company compares the carrying value of the investment with its

recoverable amount, with the recoverable amount being the higher of the investment’s fair value less costs to sell and its value in use (‘VIU’).

A VIU is calculated as the present value of expected future cash flows from the Cash Generating Unit (‘CGU’) as set out in the Group goodwill

impairment testing in Note 12 to the Group Financial Statements and adjusted to derive its entity value. This is compared to the carrying value

of the subsidiary to consider whether an impairment is required.

Applying this technique, the Company has not recognised an impairment in the financial year (2023: £1.5m).

Going concern

Notwithstanding the fact that the Company is in a net current liability position of £473.8m (FY23: £432.6m), the Directors, after making

enquiries and considering the scenario analysis that was performed as part of the Group’s going concern assessment, have a reasonable

expectation that the Company has adequate resources to continue operating as a going concern for the foreseeable future, being a period

of 18 months from the financial year end date. The Company’s funding facilities are managed centrally by the Group and the Directors have

taken steps to ensure adequate liquidity is available to the Company from future cashflows generated by the Company and Group. The

Directors are satisfied that financing could be obtained from other Greencore Group companies if required. As the Company participates in

Group funding arrangements with the Group’s external bankers and as part of these arrangements, the Company, along with other members

of the Greencore Group, has provided guarantees in relation to the payment of borrowings of the Group from several banks, the performance

of Greencore Group is also important in determining the appropriateness of the going concern of the Company. Accordingly, the financial

statements of the Company are prepared on a going concern basis.

Profit or loss

The profit attributable to equity shareholders dealt with in the Company Financial Statements was £14.3m (2023: loss of £5.6m).

In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual Income

Statement to the Annual General Meeting and from filing it with the Registrar of Companies.

Notes to the Company Financial Statements

financial year ended 27 September 2024

173Strategic Report | Directors’ Report | Financial Statements | Other Information

Financial assets

Investments in subsidiaries are held at cost less impairment. The Company assesses investments for impairment whenever events or changes

in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the

Company makes an estimate of its recoverable amount. When the carrying amount of an investment exceeds its recoverable amount, the

investment is considered impaired and is written down to its recoverable amount.

Trade and other receivables

Trade and other receivables, which primarily comprise intercompany receivables, are initially recognised at their transaction value and

subsequently carried at amortised cost, net of allowance for expected credit loss (‘ECL’).

The Company’s intercompany receivables at 27 September 2024 amounted to £1.0m (2023: £2.0m). There is no material ECL in respect of

intercompany receivables as at 27 September 2024 or 29 September 2023.

Trade and other payables

Trade and other payables are initially recorded at their fair value and subsequently carried at amortised cost.

Intra-group guarantees

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the

Company accounts for these as a contingent liability until such time as it becomes probable that a payment will be required under such

guarantees. There is no material ECL in respect of intra-group guarantees as at 27 September 2024 or 29 September 2023.

2. Property, plant & equipment

Fixtures &

Fittings

£m

Total

£m

At 29 September 2023 0.1 0.1

Additions 1.2 1.2

Depreciation (0.2) (0.2)

At 27 September 2024 1.1 1.1

Cost 1.2 1.2

Accumulated depreciation (0.1) (0.1)

1.1 1.1

3. Leases

The movement in the Company’s right-of-use assets during the financial year is as follows:

Land &

Buildings

£m

Total

£m

At 29 September 2023 0.3 0.3

Additions 2.5 2.5

Depreciation (0.5) (0.5)

At 27 September 2024 2.3 2.3

The movement in the Company’s lease liabilities during the financial year is as follows:

2024

£m

2023

£m

At beginning of financial year (0.2) (0.5)

Additions (2.3) –

Payments for lease liabilities 0.1 0.3

Payments for lease interest 0.1 0.1

Lease interest charge (0.1) (0.1)

At end of financial year (2.4) (0.2)

174 Greencore Group plc Annual Report and Financial Statements 2024

3. Leases continued

An analysis of the maturity profile of the discounted lease liabilities arising from the Company’s leasing activities is as follows;

2024

£m

2023

£m

Within one year (0.4) (0.2)

Between one and five years (1.0) –

Over five years (1.0) –

Total (2.4) (0.2)

4. Financial assets

2024

£m

2023

£m

Interest in subsidiary undertakings

At beginning of financial year 765.1 766.6

Impairment loss – (1.5)

At 27 September 2024 765.1 765.1

At 27 September 2024, the recoverable value of investment in subsidiaries was assessed for impairment in line with the guidance under IAS 36

Impairment of Assets.

The recoverable value of the interest in subsidiary undertakings has been determined either based on the total net assets of the subsidiary or a

VIU calculation adjusted to derive equity value using cash flow projections, long-term growth rate and discount rates as set out below:

(I) Cash flow projections

The cash flow projections are based on the FY25 budget, which has been approved by the Board, and a four-year strategic plan, which

specifically excludes incremental profits and other cash flows stemming from any potential future acquisitions or future operational restructuring.

The cash flows involved estimation to determine the appropriate level of expected cash flows over the five-year forecast period and these were

subject to review and validation at a number of levels of governance.

(ii) Long-term growth rate

A long-term growth rate of 2% has been used in extrapolating the cash flows beyond the budget and strategic plan period to perpetuity.

The growth rate does not exceed the long-term average growth rate for industries in which the Convenience Foods UK CGU operates.

(iii) Discount rate

The discount rate applied is based on the pre-tax weighted average cost of capital for the Group, calculated using the Capital Asset Pricing

Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take account where the CGU derives its

cashflows.

Applying these techniques, no impairment was recorded (2023: £1.5m).

The principal holding subsidiaries directly held by the Company are Greencore Holdings Designated Activity Company (100% ownership of

which 74% is held directly by the Company and 26% indirectly in Ordinary Shares) and Greencore Holdings (Ireland) Limited (100% ownership

of Ordinary Shares) which are all incorporated in Ireland. Irish Sugar Designated Activity Company, incorporated in Ireland, is the Company’s

principal general trading subsidiary in Ireland and the Company holds 100% ownership of Ordinary Shares.

5. Deferred tax asset

2024

£m

2023

£m

Deferred tax asset

At the beginning of the financial year – –

Income Statement credit 0.8 –

Tax recorded in equity 0.5 –

1.3 –

The deferred tax asset is provided at 12.5% and relates to future tax deductions for trading losses (£0.2m), short term timing differences

(£0.4m) and share based payments (£0.7m).

Notes to the Company Financial Statements continued

financial year ended 27 September 2024

175Strategic Report | Directors’ Report | Financial Statements | Other Information

6. Trade and other receivables

2024

£m

2023

£m

Amounts falling due within one year

Amounts owed by subsidiary undertakings* 1.0 2.0

Other debtors 2.6 1.1

Prepayments and accrued income 0.2 0.3

3.8 3.4

* Amounts due from subsidiary undertakings are classified as current and are repayable on demand.

7. Provisions

Leases

£m

Other

£m

Total

£m

At 29 September 2023 0.3 1.7 2.0

Provided in financial year 0.2 0.5 0.7

Utilised in the financial year (0.1) (0.1) (0.2)

Released in financial year (0.2) (0.1) (0.3)

At 27 September 2024 0.2 2.0 2.2

Analysed as:

2024

£m

2023

£m

Non-current liabilities 1.3 1.1

Current liabilities 0.9 0.9

2.2 2.0

Lease provisions consist of provisions for leasehold dilapidations, relating to the estimated cost of reinstating the premises to their original

condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated this will paid within ten years. Other

provisions consist of potential litigation and warranty claims, which are expected to unwind in one to five years.

8. Trade and other payables

2024

£m

2023

£m

Amounts falling due within one year

Amounts owed to subsidiary undertakings* 467.6 379.2

Trade and other creditors 0.7 1.3

Corporation tax payable 0.4 –

Accruals 12.3 8.4

481.0 388.9

* Amounts due to subsidiary undertakings are classified as current and are payable on demand.

9. Share capital

Details in respect of called-up share capital are presented in Note 25 of the Group Financial Statements.

10. Employee benefits

The Company operates a defined contribution pension scheme. The Company also participates in a legacy defined benefit pension scheme

operated by a subsidiary company, Irish Sugar DAC, which was closed to future accrual on 31 December 2009.

Defined benefit pension scheme

A fellow Group company, Irish Sugar DAC, operates a funded defined benefit pension scheme for its employees, including certain employees

of the Company. The scheme assets are held in separate Trustee administered funds.

This scheme had a net surplus at 27 September 2024 of £15.3m (2023: £18.4m) as measured on a IAS 19 Employee Benefits basis. The

contribution for the financial year was £Nil (2023: £Nil). At year end, £Nil (2023: £Nil) was included in other accruals in respect of amounts

owed to the scheme. A full actuarial valuation was carried out at 31 March 2022.

Disclosures in relation to this and all other Group legacy defined benefit pension schemes are given in Note 24 to the Group Financial

Statements.

Defined contribution pension scheme

The Company also contributes to a defined contribution scheme for its employees. At year end, £Nil (2023: £Nil) was included in other

accruals in respect of amounts owed to the scheme.

176 Greencore Group plc Annual Report and Financial Statements 2024

10. Employee benefits continued

Head count

The average number of persons employed by the Company (excluding Non-Executive Directors) was 25 (2023: 21) and the staff costs for the

year for those employees were:

Staff costs

2024

£m

2023

£m

Wages and salaries 5.4 3.8

Social insurance costs 0.6 0.3

Employee share-based payment expense 1.3 0.8

Pension costs – defined contribution plans 0.2 0.2

7.5 5.1

No employee costs were capitalised in the year (2023: £nil).

11. Share-based payments

The Company grants share awards and options under various share option plans as detailed in the Directors Report and Note 6 to the Group

Financial Statements. A charge of £1.3m (2023: £0.8m) was recognised in the Income Statement of the Company in respect of the employees

of the Company. All disclosures relating to the plans are given in Note 6 to the Group Financial Statements.

12. Guarantees and commitments

Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities and commitments of certain

subsidiary undertakings in Ireland for the financial year ended 27 September 2024. See Note 31 to the Group Financial Statements for the list of

the principal subsidiary entities that are availing of this guarantee. Expected credit loss allowance in relation to these guarantees is not material.

The Company has guaranteed the indebtedness of other companies within the Group, the Company accounts for these as a contingent

liability until such time as it becomes probable that a payment will be required under such guarantees. There is no material ECL in respect

of intra-group guarantees as at 27 September 2024 or 29 September 2023.

13. Statutory information

Directors’ remuneration is disclosed in the Report on Directors’ Remuneration on pages 88 to 103 and in Note 4 to the Group Financial

Statements.

Auditor’s remuneration for the year was as follows:

2024

£’000

2023

£’000

Audit of the Company Financial Statements 50.0 47.0

Other assurance services 930.0 882.0

Tax advisory services – –

Other non-audit services 40.0 25.0

Notes to the Company Financial Statements continued

financial year ended 27 September 2024

177Strategic Report | Directors’ Report | Financial Statements | Other Information

The Group uses the following Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of

the Group as a whole: Pro Forma Revenue Growth, Like-for-Like Revenue Growth, Adjusted EBITDA, Adjusted Operating Profit, Adjusted

Operating Margin, Adjusted Profit Before Tax (‘PBT’), Adjusted Earnings, Adjusted Earnings per Share (‘EPS’), Maintenance and Strategic Capital

Expenditure, Free Cash Flow, Free Cash Flow Conversion, Net Debt, Net Debt excluding lease liabilities and Return on Invested Capital (‘ROIC’).

The Group views these APMs as useful for providing historical information to help investors evaluate the performance of the underlying

business and are measures commonly used by certain investors and security analysts for evaluating the performance of the Group. In addition,

the Group uses certain APMs which reflect the underlying performance of the business on the basis that this provides a focus on the core

business performance of the Group. The APMs are not part of the IFRS Group Financial Statements and are accordingly not audited.

Changes to APMs in the financial year

The Group has introduced an additional APM in 2024, Like-for-Like Revenue Growth, to complement the existing APM, Pro Forma Revenue

Growth. Like-for-Like Revenue Growth is calculated by adjusting Group revenue for the impact of net business wins and losses, acquisitions,

divestments, differences in trading period lengths and other non-recurring items. The Group considers Like-for-Like Revenue Growth to

provide a useful insight to the underlying performance of the Group’s revenue performance in FY24 due to a proactive management of

commercial returns, which resulted in the exit of a number of sub-optimal contracts. Therefore, the Group has included Like-for-Like Revenue

Growth as an APM to provide greater clarity on the revenue performance of the Group, following the disposal of Trilby Trading Limited in

September 2023 and proactive management of commercial returns.

The Group has updated the wording for the definition of Maintenance and Strategic Capital Expenditure to provide further clarity on the

classification of sustainability related capital expenditure and automation related capital expenditure which are planned to be incurred by

the Group going forward. There was no impact on the FY23 classification of Maintenance and Strategic Capital Expenditure as a result of the

update to the definitions.

Summarised below are the Group’s APMs for the financial years presented:

2024 2023

Pro Forma Revenue Growth (1.4%) 13.5%

Like-for-Like Revenue Growth 3.4% n/a

Adjusted Operating Profit £97.5m £76.3m

Adjusted Operating Margin 5.4% 4.0%

Adjusted EBITDA £153.7m £132.8m

Adjusted Profit Before Tax £75.5m £58.1m

Adjusted Earnings £58.4m £46.2m

Adjusted Basic Earnings per Share 12.7p 9.3p

Strategic Capital Expenditure £6.2m £10.8m

Maintenance Capital Expenditure £26.2m £26.6m

Free Cash Flow £70.1m £56.8m

Free Cash Flow Conversion 45.6% 42.8%

Net Debt (£193.0m) (£199.0m)

Net Debt excluding lease liabilities (£148.1m) (£154.0m)

Return on Invested Capital 11.5% 8.9%

Pro Forma Revenue Growth

The Group uses Pro Forma Revenue Growth as a supplemental measure of its revenue performance. The Group views Pro Forma Revenue

Growth as providing a guide to underlying revenue performance and is calculated by adjusting Group revenue for the impact of acquisitions,

disposals, foreign currency, differences in trading period lengths and other non-recurring items in each reporting period.

Pro Forma Revenue Growth FY24 (%)

Pro Forma Revenue Growth adjusts Group revenue in FY23 to reflect the disposal of Trilby Trading Limited, which completed in September 2023.

2024

Group

Revenue

Group revenue – % decrease from FY23 to FY24 (5.6%)

Impact of disposals 4.2%

Pro Forma Revenue Growth FY24 (%) (1.4%)

Alternative Performance Measures

178 Greencore Group plc Annual Report and Financial Statements 2024

The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories:

2024

Food to go

categories

Other

convenience

categories

Group revenue – % decrease from FY23 to FY24 (0.6%) (14.9%)

Impact of disposals – 11.7%

Pro Forma Revenue Growth FY24 (%) (0.6%) (3.2%)

Pro Forma Revenue Growth FY23 (%)

Pro Forma Revenue Growth adjusts Group revenue in FY23 and FY22 to reflect the disposal of Trilby Trading Limited, which completed in

FY23. In addition, FY22 revenue has been adjusted for the additional trading week that was included:

2023

Group

Revenue

Group revenue – % increase from FY22 to FY23 10.0%

Impact of disposals 1.0%

Impact of additional trading week 2.5%

Pro Forma Revenue Growth FY23 (%) 13.5%

The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories

2023

Food to go

categories %

Other

convenience

categories %

Group revenue – % increase from FY22 to FY23 7.9% 14.3%

Impact of disposals – 4.2%

Impact of additional trading week 2.2% 3.1%

Pro Forma Revenue Growth FY23 (%) 10.1% 21.6%

Like-for-Like Revenue Growth

Like-for-Like Revenue Growth is a new APM used by the Group to measure the underlying performance of its revenue. As a result of the

Group’s focus on management of commercial returns, Like-for-Like Revenue Growth is defined by the Group as total revenue adjusted for

the impact of net business wins and losses, acquisitions, divestments, differences in trading periods and other non-recurring items in each

reporting period.

Like-for-Like Revenue Growth FY24 (%)

The following table sets forth a reconciliation of the information used to calculate Like-for-Like Revenue Growth for the Group:

2024

Group

Revenue

Group revenue – % decrease from FY23 to FY24 (5.6%)

Impact of disposals 4.2%

Impact of net business wins and losses 4.8%

Like-for-Like Revenue Growth FY24 (%) 3.4%

The table below shows the Like-for-Like Revenue Growth split by Food to Go categories and Other convenience categories:

2024

Food to go

categories

Other

convenience

categories

Group revenue – % decrease from FY23 to FY24 (0.6%) (14.9%)

Impact of disposals – 11.7%

Impact of net business wins and losses 4.6% 5.4%

Like-for-Like Revenue Growth FY24 (%) 4.0% 2.2%

Alternative Performance Measures continued

179Strategic Report | Directors’ Report | Financial Statements | Other Information

Like-for-Like Revenue Growth FY23 (%)

The following table sets forth a reconciliation of the information used to calculate Like-for-Like Revenue Growth for the Group:

2023

Group

Revenue

Group revenue – % increase from FY22 to FY23 10.0%

Impact of disposals 1.0%

Impact of net business wins and losses (1.6%)

Impact of additional trading week 2.5%

Like-for-Like Revenue Growth FY23 (%) 11.9%

The table below shows the Like-for-Like Revenue Growth split by Food to Go categories and Other convenience categories:

2023

Food to go

categories

Other

convenience

categories

Group revenue – % increase from FY22 to FY23 7.9% 14.3%

Impact of disposals – 4.2%

Impact of net business wins and losses (1.1%) (1.6%)

Impact of additional trading week 2.2% 3.1%

Like-for-Like Revenue Growth FY23 (%) 9.0% 20.0%

Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin

Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin are used by the Group to measure the underlying and ongoing

operating performance of the Group.

The Group calculates Adjusted Operating Profit as operating profit before amortisation of acquisition-related intangibles and exceptional

items. Adjusted EBITDA is calculated as Adjusted Operating Profit plus depreciation and amortisation of intangible assets. Adjusted Operating

Margin is calculated as Adjusted Operating Profit divided by Group revenue.

The following table sets forth a reconciliation from the Group’s Profit for the financial year to Adjusted Operating Profit, Adjusted EBITDA and

Adjusted Operating Margin:

2024

£m

2023

£m

Profit for the financial year 46.3 35.9

Taxation

(A)

15.2 9.3

Exceptional items 10.2 6.7

Net finance costs

(B)

22.8 20.8

Amortisation of acquisition related intangibles 3.0 3.6

Adjusted Operating Profit 97.5 76.3

Depreciation and amortisation

(c)

56.2 56.5

Adjusted EBITDA 153.7 132.8

Adjusted Operating Margin (%) 5.4% 4.0%

(A) Includes tax credit on exceptional items of £0.8m (2023: £1.2m).

(B) Finance costs less finance income.

Adjusted Profit Before Tax (‘PBT’)

Adjusted PBT is used as a measure by the Group to measure overall performance before associated tax charge and other specific items.

The Group calculates Adjusted PBT as profit before taxation, excluding tax on share of profit of associate and before exceptional items,

pension finance items, amortisation of acquisition-related intangibles, foreign exchange (‘FX’) on inter-company and external balances,

where hedge accounting is not applied, and the movement in the fair value of derivative financial instruments and related debt adjustments.

180 Greencore Group plc Annual Report and Financial Statements 2024

Alternative Performance Measures continued

The following table sets out the calculation of Adjusted PBT:

2024

£m

2023

£m

Profit before taxation 61.5 45.2

Exceptional items 10.2 6.7

Pension finance items 1.0 1.2

Amortisation of acquisition related intangibles 3.0 3.6

FX and fair value movements

(A)

(0.2) 1.4

Adjusted Profit Before Tax 75.5 58.1

(A) Foreign exchange on inter-company and external balances where hedge accounting is not applied and the movement in the fair value of derivative financial instruments and related

debt adjustments.

Adjusted Basic Earnings per Share (‘EPS’)

The Group uses Adjusted Earnings and Adjusted EPS as key measures of the overall underlying performance of the Group and returns

generated for each share.

Adjusted Earnings is calculated as profit attributable to equity holders (as shown on the Group Income Statement) adjusted to exclude

exceptional items (net of tax), the effect of foreign exchange (FX) on inter-company and external balances where hedge accounting is not

applied, the movement in the fair value of all derivative financial instruments and related debt adjustments, the amortisation of acquisition

related intangible assets (net of tax) and the interest expense relating to legacy defined benefit pension liabilities (net of tax). Adjusted EPS

is calculated by dividing Adjusted Earnings by the weighted average number of Ordinary Shares in issue during the financial year, excluding

Ordinary Shares purchased by Greencore and held in trust in respect of the Annual Bonus Plan, Performance Share Plan, Employee Share

Incentive Plan and Restricted Share Plan. Adjusted EPS described as an APM here is Adjusted Basic EPS.

The following table sets forth a reconciliation of the Group’s profit attributable to equity holders of the Group to its Adjusted Earnings for the

financial years indicated:

2024

£m

2023

£m

Profit attributable to equity holders 46.3 35.9

Exceptional items (net of tax) 9.4 5.5

FX effect on inter-company and external balances where hedge accounting is not applied 0.3 0.2

Movement in fair value of derivative financial instruments and related debt adjustments (0.5) 1.2

Amortisation of acquisition related intangible assets (net of tax) 2.2 2.7

Pension financing (net of tax) 0.7 0.7

Adjusted Earnings 58.4 46.2

2024

‘000

2023

‘000

Weighted average number of Ordinary Shares in issue during the financial year 459,839 495,372

Pence Pence

Adjusted Basic Earnings Per Share 12.7 9.3

Capital expenditure

Maintenance Capital Expenditure

The Group defines Maintenance Capital Expenditure as the expenditure required to maintain/replace existing assets with a high proportion

of expired useful life. This expenditure does not attract new customers or create the capacity for a bigger business. It enables the Group to

keep operating at current throughput rates but also keep pace with regulatory and environmental changes as well as complying with new

requirements from existing customers. This includes expenditure on sustainability related initiatives which replace existing assets.

Strategic Capital Expenditure

The Group defines Strategic Capital Expenditure as the expenditure required to facilitate growth and generate additional returns for the Group.

This is generally expansionary expenditure beyond what is necessary to maintain the Group’s current competitive position and enables the

Group to service new customers and/or contracts or to enter into new categories or manufacturing competencies including automation

related capital expenditure.

181Strategic Report | Directors’ Report | Financial Statements | Other Information

The following table sets forth the breakdown of the Group’s purchase of property, plant and equipment and purchase of intangible assets

between Strategic Capital Expenditure and Maintenance Capital Expenditure:

2024

£m

2023

£m

Purchase of property, plant and equipment 31.5 36.0

Purchase of intangible assets 0.9 1.4

Net cash outflow from capital expenditure 32.4 37.4

Strategic Capital Expenditure 6.2 10.8

Maintenance Capital Expenditure 26.2 26.6

Net cash outflow from capital expenditure 32.4 37.4

Free Cash Flow and Free Cash Flow Conversion

The Group uses Free Cash Flow to measure the amount of underlying cash generation and the cash available for distribution and allocation.

The Group calculates the Free Cash Flow as the net cash inflow from operating and investing activities before Strategic Capital Expenditure,

acquisition and disposal of undertakings, disposal of investment property and adjusting for dividends paid to non-controlling interests.

The Group calculates Free Cash Flow Conversion as Free Cash Flow divided by Adjusted EBITDA.

The following table sets forth a reconciliation from the Group’s net cash inflow from operating activities and net cash outflow from investing

activities to Free Cash Flow Conversion:

2024

£m

2023

£m

Net cash inflow from operating activities 112.0 99.0

Net cash outflow from investing activities (31.7) (31.3)

Net cash inflow from operating and investing activities 80.3 67.7

Strategic Capital Expenditure 6.2 10.8

Repayment of lease liabilities (15.7) (15.6)

Disposal of investment property (0.7) –

Disposal of undertakings – (6.1)

Free Cash Flow 70.1 56.8

Adjusted EBITDA 153.7 132.8

Free Cash Flow Conversion 45.6% 42.8%

Net Debt and Net Debt excluding lease liabilities

Net Debt is used by the Group to measure overall cash generation of the Group and to identify cash available to reduce borrowings. Net Debt

comprises current and non-current borrowings less net cash and cash equivalents and bank overdrafts.

Net Debt excluding lease liabilities is a measure used by the Group to measure Net Debt excluding the impact of IFRS 16 Leases. Net Debt

excluding lease liabilities is used for the purpose of calculating leverage under the Group’s financing agreements.

The reconciliation of opening to closing Net Debt for the financial year ended 27 September 2024 is as follows:

29 September

2023

£m

Cash flow

£m

Translation

and non-cash

adjustments

£m

24 September

2024

£m

Cash and cash equivalents and bank overdrafts 32.8 (18.4) 0.0 14.4

Bank borrowings (139.0) 7.7 (1.3) (132.6)

Private Placement Notes (47.8) 15.5 2.4 (29.9)

Net debt excluding lease liabilities (154.0) 4.8 1.1 (148.1)

Lease liabilities (45.0) 17. 1 (17.0) (44.9)

Net Debt (199.0) 21.9 (15.9) (193.0)

182 Greencore Group plc Annual Report and Financial Statements 2024

The reconciliation of opening to closing Net Debt for the financial year ended 29 September 2023 is as follows:

30 September

2022

£m

Cash flow

£m

Translation

and non-cash

adjustments

£m

29 September

2023

£m

Cash and cash equivalents and bank overdrafts 46.7 (13.8) (0.1) 32.8

Bank borrowings (158.8) 20.2 (0.4) (139.0)

Private Placement Notes (67.9) 15.5 4.6 (47.8)

Net debt excluding lease liabilities (180.0) 21.9 4.1 (154.0)

Lease liabilities (48.0) 16.8 (13.8) (45.0)

Net Debt (228.0) 38.7 (9.7) (199.0)

Return on Invested Capital (‘ROIC’)

The Group uses ROIC as a key measure to determine returns for the Group and as a key measure to determine potential new investments.

The Group uses invested capital as a basis for this calculation as it reflects the tangible and intangible assets the Group has added through its

capital investment programme, the intangible assets the Group has added through acquisition, as well as the working capital requirements

of the business. Invested capital is calculated as net assets (total assets less total liabilities) excluding Net Debt, the carrying value of derivative

financial instruments not designated as fair value hedges, and retirement benefit obligations (net of deferred tax assets). Average invested

capital is calculated by adding the invested capital from the opening and closing Statement of Financial Position and dividing by two.

The Group calculates ROIC as Net Adjusted Operating Profit After Tax (‘NOPAT’) divided by average invested capital. NOPAT is calculated as

Adjusted Operating Profit plus share of profit of associates before tax, less tax at the effective rate in the Group Income Statement which is

adjusted for the change in fair value of derivative financial instruments and related debt instruments and exceptional items.

The following table sets out the calculation of NOPAT and invested capital used in the calculation of ROIC:

2024

£m

2023

£m

Adjusted Operating Profit 97.5 76.3

Taxation at the adjusted effective tax rate

(A)

(21.5) (16.0)

Group NOPAT 76.0

60.3

2024

£m

2023

£m

Invested capital

Total assets 1,204.7 1 ,297.7

Total liabilities (754.5) (837.9)

Net Debt 193.0 199.0

Derivative financial instruments not designated as fair value hedges 1.0 (4.6)

Retirement benefit obligation (net of deferred tax asset) 9.4 12.8

Invested capital for the Group 653.6 667.0

Average invested capital for ROIC calculation for Group

(B)

660.3 678.1

ROIC for the Group 11.5% 8.9%

(A) The adjusted effective tax rates for the Group for the financial year ended 27 September 2024 and 29 September 2023 were 22% and 21%, respectively.

(B) The invested capital for the Group was £689.2m in 2022.

Alternative Performance Measures continued

183Strategic Report | Directors’ Report | Financial Statements | Other Information

Corporate Information

Greencore Group plc (the ‘Group’, the ‘Company’ or ‘Greencore’) is an Irish incorporated company registered under number 170116.

Its Ordinary Shares are quoted on the London Stock Exchange (Symbol: GNC). Greencore has a Level 1 American Depositary Receipts

programme (Symbol: GNCGY).

Financial calendar

Annual General Meeting 30 January 2025

FY25 H1 Results 27 May 2025

FY25 financial year end 26 September 2025

FY25 Full Year Results 2 December 2025

Advisors and registered office

Group General Counsel

and Company Secretary

Damien Moynagh

Registered Office

4th Floor, Block Two

Dublin Airport Central

Dublin Airport

Swords

Dublin

K67 E2H3

Ireland

Auditor

Deloitte Ireland LLP

Earlsfort Terrace

Dublin 2

D02 AY28

Ireland

Registrar and

Transfer Office

Computershare Investor

Services (Ireland) Limited

3100 Lake Drive

Citywest Business Campus

Dublin 24

D24 AK82

Ireland

Solicitors

Arthur Cox LLP

Ten Earlsfort Terrace

Dublin 2

D02 T380

Ireland

Eversheds Sutherland

Bridgewater Place

Water Lane

Leeds

LS11 5DR

United Kingdom

Stockbrokers

Goodbody Stockbrokers

Ballsbridge Business Park

Ballsbridge

Dublin 4

D04 YW83

Ireland

HSBC Bank plc

8 Canada Square

London

E14 5HQ

United Kingdom

Shore Capital

Cassini House

57 St James’s Street

London

SW1A 1LD

United Kingdom

American Depositary Receipts

BNY Mellon

101 Barclay Street

22nd Floor – West

New York NY 10286

United States

Website

www.greencore.com

Follow Greencore on X

@GreencoreGroup

and on Instagram

@greencore_group

184 Greencore Group plc Annual Report and Financial Statements 2024

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Greencore Group plc

Fourth Floor, Block Two, Dublin Airport Central,

Dublin Airport, Co. Dublin, K67 E2H3, Ireland Tel: +353 (0)1 605 1000

Greencore Group plc – Annual Report and Financial Statements 2024