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Premier Foods plc - Preliminary Results

Published 1 day ago78 minute read

15 May 2025

Premier Foods plc (the "Group" or the "Company")

Preliminary results for the 52 weeks ended 29 March 2025

Strong branded volume growth, Trading profit ahead of expectations and step up in dividend

Headline results* (£m)

FY24/25

FY23/24

change

Headline Revenue1

1,147.8

1,108.7

3.5%

Headline branded Revenue1

1,008.1

958.1

5.2%

Headline Trading profit2

187.8

177.2

6.0%

Adjusted profit before taxation5

169.3

155.6

8.8%

Adjusted earnings per share8 (pence)

14.5

13.5

7.3%

Net debt12

143.6

235.6

£92.0m lower

Statutory measures (£m)

FY24/25

FY23/24

change

Revenue (includes Charnwood & Knighton prior to exits)

1,149.0

1,137.5

1.0%

Profit before taxation

161.3

151.4

6.5%

Profit after taxation

124.9

112.5

11.0%

Basic earnings per share (pence)

14.3

13.0

10.0%

Dividend per share (pence)

2.8

1.728

62.0%

Alternative performance measures above are defined below and reconciled to statutory measures throughout.

* Headline results presented for both periods exclude effect of Charnwood & Knighton site closures; Headline revenue is stated at constant currency

Statutory measures include Charnwood & Knighton results prior to closure

Strong financial performance

·      Branded revenue1 up 5.2% due to strong branded volume growth; total headline revenue1 up 3.5%

·      Total Headline Grocery branded revenue1 up 4.6%, Sweet Treats branded revenue up 7.3%

·      Market share14 gains in both volume, up 80bps and value, up 21bps

·      Headline Trading profit ahead of expectations and up 6.0% versus prior year

·      Adjusted profit before taxation up 8.8% at £169.3m

·      Profit after taxation up 11.0%; basic earnings per share up 10.0% to 14.3 pence

·      Net debt £92.0m lower than last year and Net debt/EBITDA reduced to 0.7x

·      Agreed full pensions merger and removal of dividend match; on track to achieve full resolution by end of 2026

·      Dividend stepped up 62% to 2.8 pence, as previous match to pension scheme redeployed into dividend

Good progress on strategic priorities

·      UK branded revenue1 up 4.4%; volume-led from consistent execution of branded growth model

·      Capital investment increased by 26% to £41.4m, in line with strategy, driving efficiencies & capacity expansion

·      New categories revenue up 46% with good progress across all initiatives

·      International revenue up 23%9; double-digit revenue growth in all target regions

·      The Spice Tailor and FUEL10K both delivered double-digit revenue growth

Alex Whitehouse, Chief Executive Officer

"The business has delivered another strong year, with branded revenue growth up 5.2%, exceeding £1 billion, and driven by particularly good volumes which resulted in us taking further market share. With this strong branded performance, Trading profit grew 6% compared to last year, exceeding our previously raised expectations."

"Our premiumisation strategy continues to be highly relevant, reflecting the trend for consumers to trade up and treat themselves to ranges such as our Ambrosia Deluxe and Mr Kipling Signature Bites, both of which delivered very strong revenue growth this year. Our Nissin noodles again achieved double-digit sales growth, taking yet more market share and benefitted from the addition of big pots and Demae Ramen to the range."

"In addition to the strong financial performance, we have also made progress against all the pillars of our growth strategy; we significantly increased capital investment in our manufacturing sites this year, delivering improved efficiencies and providing the platform for future growth. Our revenue in new categories rose by 46%, led by Ambrosia porridge pots and we also grew our overseas businesses by 23%9. Additionally, and as we apply the benefits of our branded growth model, our acquired brands, The Spice Tailor and FUEL10K, both delivered double-digit sales growth this year and remain well-set for significant future growth."

"We have now reduced our leverage to below 1x adjusted EBITDA4, reflecting the strong cash generating capacity of our business and the suspension of pension deficit contribution payments. We are one step further towards the full resolution of the pension scheme and with the removal of the dividend match we are stepping up our distribution to shareholders this year with a 62% increase in the dividend."

"As we look ahead to the coming year, we expect revenue growth to be supported by a strong product innovation programme and our expectations for Trading profit growth are unchanged. In line with our capital allocation framework, we will continue to invest in projects to both increase efficiencies and automation and facilitate growth through product innovation and capacity while we also remain focused on pursuing M&A opportunities where we can add value to brands through the application of our branded growth model."

Subject to shareholder approval, the directors have proposed a final dividend of 2.8 pence per share in respect of the 52 weeks ended 29 March 2025 (FY23/24: 1.728p), payable on 25 July 2025 to shareholders on the register at the close of business on 27 June 2025. This represents a 62.0% increase in the dividend paid per share compared to FY23/24, is 54.7% ahead of adjusted earnings per share growth, and reflects redeployment of funds to shareholders following the removal of the dividend match to the Group's pension scheme. The ex-dividend date is 26 June 2025.

The Group expects revenue growth this year to be more equally balanced between volume and price/mix as it continues to leverage the strength of its Branded Growth Model. Additionally, it expects to deliver further progress against its strategic pillars this year, with expectations for Trading profit growth unchanged. In light of the Group's balance sheet and strong cash generation, the Group expects to increase capital investment again this year in order to deliver attractive returns while also continuing to actively explore M&A opportunities.

Enhanced capital allocation opportunities

The Group is highly cash generative and benefits from strong EBITDA margins in line with the global branded food sector.

In March 2024, the Group announced the suspension of pension deficit contribution payments, which historically has consumed a significant proportion of cash. This frees up increased free cash flow and presents enhanced options for the Group to accelerate its growth ambitions. The Group's priorities for capital allocation are unchanged and are summarised as follows:

1.  

Capital investment: To increase efficiency and automation at our manufacturing sites and facilitate innovation driven growth through new plant line investment.

2.  

M&A: Continue to pursue branded assets which would benefit from the application of the Group's branded growth model. We will maintain our financial discipline on M&A, applying a similar approach as to the recent acquisitions of The Spice Tailor and FUEL10K, with a focus on Return on Invested Capital.

3.  

Dividends: Expect to pay a progressive dividend, growing ahead of earnings, and have rebased the dividend following removal of the match to the pension scheme.

The Group's Net debt/EBITDA leverage target of 1.5x remains unchanged.

Environmental, Social and Governance (ESG)

The Group's 'Enriching Life Plan'17, encompasses the three strategic pillars of Product, Planet and People, with good progress reported in FY24/25 against each of these pillars. In Product, revenue from products with a high nutritional standard18 increased by 9% in the year, aided by reformulation of our FUEL10K Granola products, meaning the FUEL10K breakfast cereal range is now non-HFSS (non-high in fat, salt and sugar). Products in the portfolio which are now classified as having a regulated health or nutrition benefit and are of a high nutritional standard18 is now 45%, an increase on last year. Further strong progress was again made in the Planet pillar, with a 10% reduction in Scope 1 and 2 carbon emissions, reflecting a range of efficiency and investment programmes and the adoption of renewable energy. Over the last three years, the Group has reduced Scope 1 and 2 carbon emissions by 30%. In the People pillar, the Group's partnership with FareShare has facilitated the donation of over 1 million meals in a year for the first time, and increased 20% compared to last year. The proportion of women holding management grade roles is now 48%, up from 46.4% a year ago.

The Group's five pillar strategy drives growth and creates value, as outlined below.

Pillar

Strategy

Overview

FY24/25 Delivery/result

1.

Continue to grow the UK core business

Our Branded Growth Model leverages our leading category positions, launching new products to market driven by consumer trends, supporting our brands with sustained levels of marketing investment and fostering strong customer and retailer partnerships.

UK branded revenue growth of 4.4%1

2.

Supply chain investment

Investing in operational infrastructure to increase efficiency and productivity providing a virtuous cycle for brand investment. Also includes new kit to facilitate growth through our innovation strategy and enhances the safety and working conditions of our colleagues.

Capital investment £41.4m, up 26%

3.

Expand UK business into new categories

Leverage the strength of our brands, using our proven branded growth model to launch products in adjacent, food categories, outside the Group's core.

Revenue growth of 46%

4.

Build international businesses with critical mass

Building sustainable business units overseas with critical mass, applying brand building capabilities to deliver growth in target markets of Australia & New Zealand, North America and EMEA. Brands which currently drive this expansion are Mr Kipling, Sharwood's and The Spice Tailor.

Revenue growth of 23%9

5.

Inorganic opportunities

Branded acquisitions to drive significant value through the application of our branded growth model, while maintaining strict financial discipline.

The Spice Tailor and FUEL10K achieved double-digit revenue growth in FY24/25

A presentation to equity and bond investors and analysts will be webcast today at 9:00am BST.

To register for the webcast follow the link: www.premierfoods.co.uk/investors/investor-centre

A recording of the webcast will be available on the Company's website later in the day.

A factsheet providing an overview of the Preliminary results is available at:

www.premierfoods.co.uk/investors/results-centre

A Premier Foods image gallery is available using the following link:

www.premierfoods.co.uk/media/image-gallery/

As one of Britain's largest food producers, we're passionate about food and believe each and every day we have the opportunity to enrich life for everyone. Premier Foods employs over 4,000 people operating from 13 sites across the country, supplying a range of retail, wholesale, foodservice and other customers with our iconic brands which feature in millions of homes every day. 

Through some of the nation's best-loved brands, including Ambrosia, Batchelors, Bisto, Loyd Grossman, Mr Kipling, Oxo and Sharwood'swe're creating great tasting products that contribute to healthy and balanced diets, while committing to nurturing our people and our local communities, and going further in the pursuit of a healthier planet, in line with our Purpose of 'Enriching Life Through Food'.

Contacts:

Institutional investors and analysts:

Duncan Leggett, Chief Financial Officer

Richard Godden, Director of Investor Relations

Investor.relations@premierfoods.co.uk

Media enquiries:

Lisa Kavanagh, Director of Corporate Affairs

Headland      

Ed Young

+44 (0) 7884 666830

Jack Gault    

+44 (0) 7799 089357

- Ends -

This announcement may contain "forward-looking statements" that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "would", "should", "could", "will", "plans", "predicts" and "potential", as well as the negatives of these terms and other words of similar meaning. Any forward-looking statements in this announcement are made based upon Premier Foods' estimates, expectations and beliefs concerning future events affecting the Group and subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Premier Foods Group's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. Premier Foods cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. Premier Foods will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, London Stock Exchange and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

£m

FY24/25

FY23/24

% change

(@ actual rates)

% change

(@ constant currency)

Branded revenue1

1,008.1

958.1

5.1%

5.2%

Non-branded revenue1

139.7

150.6

(7.2%)

(7.2%)

Headline revenue1

1,147.8

1,108.7

3.4%

3.5%

Divisional contribution3

264.8

251.2

5.4%

-

Headline Trading profit2

187.8

177.2

6.0%

-

Headline Trading profit margin2

16.4%

16.0%

+0.4ppt

-

Adjusted EBITDA4

213.2

201.6

5.8%

-

Adjusted profit before taxation5

169.3

155.6

8.8%

-

Adjusted earnings per share8 (pence)

14.5

13.5

7.3%

-

Basic earnings per share (pence)

14.3

13.0

10.0%

-

Headline revenue1 in FY24/25 increased by 3.5% to £1,147.8m, driven by Branded revenue which grew by 5.2%. Divisional contribution was up 5.4% to £264.8m and headline Trading profit increased by 6.0% to £187.8m. Group and corporate costs were £77.0m (FY23/24: £74.0m), the movement largely due to general salary inflation and IT investment.

Adjusted profit before taxation increased by £13.7m, or 8.8% to £169.3m, while adjusted earnings per share grew by 7.3%. Basic earnings per share for FY24/25 rose 10.0% to 14.3p (FY23/24: 13.0p).

Statutory overview

£m

FY24/25

FY23/24

% change

Grocery

Branded revenue

773.3

740.4

4.5%

Non-branded revenue

76.9

110.0

(30.1%)

Total revenue

850.2

850.4

0.0%

Sweet Treats

Branded revenue

233.8

217.7

7.3%

Non-branded revenue

65.0

69.4

(6.3%)

Total revenue

298.8

287.1

4.0%

Group

Branded revenue

1,007.1

958.1

5.1%

Non-branded revenue

141.9

179.4

(20.9%)

Statutory revenue

1,149.0

1,137.5

1.0%

Profit before taxation

161.3

151.4

6.5%

Basic earnings per share (pence)

14.3

13.0

10.0%

The table above is presented including revenue from Knighton Foods.

Group revenue on a statutory basis was £1,149.0m, a 1.0% increase on FY23/24, as Branded revenue growth of 5.1% was partly offset by non-branded decline of 20.9%, principally due to contract exits associated with the closure of Charnwood/non-branded pizza bases. Grocery revenue of £850.2m was in line with the prior year with branded revenue up 4.5% and non-branded revenue 30.1% lower. Sweet Treats revenue increased 4.0% to £298.8m; commentary is provided in the Trading performance section below.

Trading performance

Grocery

£m

FY24/25

FY23/24

% change

(@ actual rates)

% change

(@ constant currency)

Branded revenue1

774.3

740.4

4.5%

4.6%

Non-branded revenue1

74.7

81.2

(8.0%)

(8.0%)

Total headline revenue1

849.0

821.6

3.2%

3.3%

Divisional contribution3

229.4

217.5

5.5%

-

Divisional contribution margin3

27.1%

26.5%

+0.6ppt

-

On a headline basis, Grocery branded revenue1 increased by 4.6% in the year to £774.3m, partially offset by an intentional reduction in non-branded revenue meaning total headline revenue1 grew by 3.3% to £849.0m. Total UK branded revenue growth was 4.4% this year; volume growth was broad based and consistent, up 8%, reflecting both continued delivery of the Group's branded growth model alongside sharper promotional price points compared to the prior year. The Group gained volume share and broadly held value share14 in its Grocery categories across the year, as its leading brands continue to demonstrate their strength and resilience in what has been a challenging consumer environment. Non-branded revenue declined as a result of contract exits and lower volumes. Divisional contribution increased by 5.5% to £229.4m this year, with margins of 27.1%, reflecting positive mix benefits from the stronger branded revenue performance.

The Group's well established model of generating value is through leveraging the strength of its market leading brands, launching insightful new products, investing in its brands through emotionally engaging advertising and building strategic retail partnerships with customers.

A broad range of new products were launched in the Grocery business during the year, including Sharwood's cooking sauce kits, Bisto sausage gravy and Loyd Grossman Pesto and Tomato & Mascarpone cooking sauces. The Ambrosia Deluxe range also continued to perform very well, growing 45%, tapping into the indulgence consumer trend, and benefitting from out of home media brand investment during the year.

Many of the Group's Grocery brands were advertised in the year using both television advertising but also increasingly leveraging a broader range of mediums including outdoor media and digital. Brands which used the former included Ambrosia, Sharwood's and FUEL10K. The Ambrosia media highlighted the increasingly successful Deluxe range which plays to the indulgence consumer trend while FUEL10K benefitted from advertising for the first time. Also new this year was the launch of a fresh new OXO family TV advertisement, highlighting how a young chef livens up a family meal with OXO Stock pots. Examples of brands which used digital media in the year include The Spice Tailor and FUEL10K.

The Group develops and maintains strategic and collaborative partnerships with customers to maximise category growth and deliver all year-round, highly visible, instore execution of its product portfolio. This year, the Group has been particularly successful in accelerating the levels of display in the breakfast category, as it leverages the high growth ranges of Ambrosia porridge pots alongside the broader FUEL10K product range, achieving impactful end of aisle displays. Meanwhile, Bisto teamed up with Wallace & Gromit with promotional on pack prizes to win. Additionally, distribution points20, a measure of shelf availability in major retailers, has increased again, with 501bps gain of distribution in Grocery categories in the second half of the year, meaning more of the Group's products are available in more stores.

Nissin noodles enjoyed another impressive year of volume-led revenue growth and in terms of revenue, it has now surpassed OXO in size. The Group began distribution of the Demae Ramen product range in the year, expanded the big pot range it launched last year and continued to gain market share, further extending its leadership of the authentic noodles category.

Revenue from expanding into new categories grew by 46% this year, with all initiatives growing strongly year on year. Ambrosia Porridge pots added a fifth flavour variant, Sweet Cinnamon, during the year and also expanded retailer distribution, with this expected to build further in FY25/26. It also benefitted from inclusion in mainstream Ambrosia TV brand advertising and market share15 of the category increased to 13%. Cape Herb & Spice increased availability of its range in major retailers and introduced new flavours such as Greek Style Lemon & Herb. Ice-cream increased sales as well, introducing a new Mr Kipling caramel tart flavour and has plans for further range extensions in the coming year.

Recently acquired brands The Spice Tailor and FUEL10K both delivered double-digit % revenue growth in FY24/25. The Spice Tailor extended further beyond its Indian cuisine heartland in the year, with the launch of Chinese kits including Spicy Kung Po and Fiery Szechuan and East Asian kits such as Japanese Teriyaki. Instore execution has been elevated this year, with The Spice Tailor displayed on end of aisle displays alongside the Sharwood's brand portfolio to deliver increased visibility and sales. Additionally, the brand has benefitted from digital media during the year. Activity for next year includes the launch of pad thai noodles and authentic poppadoms.

FUEL10K has delivered strong progress as a result of applying all elements of the Group's branded growth model in its first full year of ownership with the Group. The brand's Chocolate Granola became the leading Granola product in its category, brand investment included out of home media for the first time and instore display was significantly enhanced alongside Ambrosia porridge. There is a deep product innovation pipeline, which includes protein bowls, protein enriched noodle pots and high protein soups.

In the fourth quarter, Grocery headline revenue increased by 1.1%, with branded growth of 1.9% and non-branded revenue 7.4% lower. This run rate reflects the anniversary of commencing sharper promotional price activity, which delivered strong volume growth in the same quarter a year ago.

Sweet Treats

£m

FY24/25

FY23/24

% change

(@ actual rates)

% change

(@ constant currency)

Branded revenue

233.8

217.7

7.3%

7.3%

Non-branded revenue

65.0

69.4

(6.3%)

(6.3%)

Total headline revenue1

298.8

287.1

4.0%

4.0%

Divisional contribution3

35.4

33.7

5.0%

-

Divisional contribution margin3

11.9%

11.7%

0.2ppt

-

Sweet Treats branded headline revenue increased by 7.3% in the year, partially offset by non-branded revenue, so total headline revenue grew 4.0%. Divisional contribution increased to £35.4m in Sweet Treats, and margins increased slightly to 11.9%, a 20 basis point improvement on last year supported by strong volume growth. The Group delivered strong market share gains, as it continues to execute its proven branded growth model.

Branded volumes were strong throughout FY24/25, reflecting strong execution of the Branded growth model, alongside sharper promotional price points across both Mr Kipling and Cadbury cake. Mr Kipling's Signature premium ranges performed very well; Brownie Bites grew by 78%, best ever mince pies doubled revenue through expanded distribution and indulgent chocolate and caramel layer cakes were launched to market. This performance again demonstrates the premiumisation consumer trend seen in the UK market. In the second half of the year, Mr Kipling also introduced Birthday cake tarts and Strawberry & Cream tarts which have had a very strong start and Strawberry & Cream French Fancies. Brand investment for Mr Kipling increased in the year, with further television advertising featuring its 'Piano' advert, in addition to upweighted out of home media focused on communicating the premium Signature range.

Cadbury cake grew volumes and revenue consistently during FY24/25; Caramel Mini Rolls were launched in the second half which supported strong performance across the core range. During the year, the Group extended the licence it holds with Mondelēz Europe GmbH to manufacture and sell Cadbury cake and ambient desserts through to 2028.

Non-branded revenue declines were due to contract exits of French Fancies in the first half of the year, and Swiss Rolls in the second half and consumers switching to our brands.

In quarter four, Sweet Treats revenue increased by 5.3%, with branded revenue up 7.8% and non-branded revenue 12.5% lower.

International

Revenue overseas increased by 23%9 compared to last year. Over the last five years, the International business has more than doubled. In Australia and New Zealand, revenue grew in FY24/25, with Mr Kipling, Cadbury cake and Sharwood's cooking sauces all delivering growth through successful application of the Group's branded growth model. Mr Kipling TV advertising was expanded to an additional region utilising the popular 'Little Thief' advert during the year while The Spice Tailor benefitted from mainstream TV advertising for the first time in its history, airing in Australia in quarter four. The Spice Tailor also launched new products including Vietnamese Ginger Chicken and Spicy Butter Chicken while Sharwood's family sized cooking sauces contributed strongly to market share gains in the year. Additionally, and as the Group expands beyond its cake and cooking sauces heartland in this market, it established a presence with Paxo Gravy this year, delivering encouraging results in the second half.

North America revenue increased in the year, with a particularly strong performance in Canada. Mr Kipling slices are now available in 1,000 Canadian stores across four major retailers with Vanilla slices the strongest seller. Distribution of The Spice Tailor across both US and Canada is now 2,500 stores, an increase during the year, with further distribution planned for this and Sharwood's in FY25/26. Next year, the Mr Kipling brand will benefit from an updated pack design for the US and Canadian markets, which will accentuate the Britishness of the range.

Revenue in EMEA increased, reflecting new listings of The Spice Tailor range compared to the prior year, while Cadbury cake grew strongly in the Middle East due to the expansion of Cadbury Flake cake in the UAE and Kuwait. In the Netherlands, Batchelors launched core ranges Super Noodles and Pasta n Sauce.

Operating profit

Operating profit was £181.1m in the year, an increase of £3.4m compared to the prior year. Headline Trading profit2 increased by £10.6m to £187.8m, as described above, and brand amortisation of £20.5m was similar to FY23/24. Net interest on pensions and administrative expenses was a credit of £19.8m, £11.8m lower than FY23/24, due to an interest credit on the opening combined surplus of the pension scheme of £28.8m, partly offset by £9.0m of administrative expenses.  The interest credit was £8.4m lower than the prior year due to a lower opening combined surplus of the pension scheme. Non-trading items10 of £6.3m (FY23/24: £11.4m) were principally due to costs associated with the closure of the Knighton and Charnwood manufacturing sites.

Finance income and costs

Net finance cost was £19.8m in FY24/25, compared to £26.3m in the prior year. Net regular interest6 reduced by £3.1m to £18.5m, predominantly due to an increase in interest receivable on bank deposits of £2.4m, reflecting higher levels of cash held on deposit compared to the prior year. Interest on the Group's Senior secured notes of £11.6m were, as expected, in line with the prior year. Other finance costs payable was £2.2m lower compared to the prior year due to lower non-cash charges on the unwind of long-term provisions and remeasurement of contingent consideration related to acquisitions.

The Group completed the signing of a new five year £227.5m revolving credit facility (RCF) during the year replacing its previous £175m facility. The new agreement is on improved terms, attracting a margin19 of 2.0% above SONIA. Since 29 March 2025, the RCF has been increased to £282.5m, exercising an accordian option on the facility.

Taxation

The tax charge for the year was £36.4m (FY23/24: £38.9m) and largely reflected profit before taxation at the UK domestic income tax rate of 25% of £40.3m, partly offset by adjustments to prior year periods of £3.1m and losses not previously recognised now recognised of £2.2m. The Group is able to offset a proportion of cash tax payable through available brought forward losses. Following the suspension of pension deficit contributions effective 1 April 2024, which were allowable for tax, cash tax payable is expected to be approximately £10m next year.

Earnings per share

£m

FY24/25

FY23/24

% change

Operating profit

181.1

177.7

1.9%

Net finance cost

(19.8)

(26.3)

24.7%

Profit before taxation

161.3

151.4

6.5%

Taxation

(36.4)

(38.9)

6.4%

Profit after taxation

124.9

112.5

11.0%

Average shares in issue (million)

874.4

862.4

1.4%

Basic Earnings per share (pence)

14.3

13.0

10.0%

The Group reported profit before taxation of £161.3m in FY24/25, a 6.5% increase on the prior year. Profit after taxation was £124.9m, up £12.4m and basic earnings per share was 14.3 pence, an increase of 10.0%.

Cash flow

Net debt as at 29 March 2025 was £143.6m, a reduction of £92.0m compared to the prior year. Net debt / Headline adjusted EBITDA reduced from 1.2x to 0.7x during the year, as Headline adjusted EBITDA4 increased by £11.6m, from £201.6m to £213.2m.

Headline Trading profit in the year was £187.8m, as described above. Depreciation plus software amortisation was £25.4m in the year, so Adjusted EBITDA4 was £213.2m, 5.8% higher than FY24/25. A £10.0m outflow of working capital21, was similar to the prior year, and due to slightly lower trade creditors. Pension payments were £9.2m, of which administration costs including government levies were £6.5m and £2.7m being the last monthly payment of deficit contributions to the pension scheme (relating to March 2024), prior to suspension. A dividend match payment to the Group's pension schemes of £5.0m was also made in the year. Non-trading items were £7.7m and related to payments associated with closure of the Knighton and Charnwood manufacturing sites.

On a statutory basis, cash generated from operating activities was £158.1m (FY23/24: £121.7m) after deducting  finance costs paid of £26.6m (FY23/24: £23.9m), of which £3.8m was transaction costs related to the new Revolving Credit Facility and finance income received of £6.0m (FY23/24: £3.6m). Taxation paid of £9.9m in the period was an increase of £5.5m compared to the prior year, principally due to the suspension of pension deficit contributions which were allowable for tax.

Cash used in investing activities was £41.4m (FY23/24: £62.1m). Capital investment (which represents purchases of property, plant and equipment and purchases of intangible assets) increased from £32.8m in the prior year to £41.4m in the current year. The prior year also included £29.3m relating to the acquisition of FUEL10K. As part of the Group's strategy to invest in manufacturing infrastructure in order to unlock margin to invest in driving branded growth, it has a number of opportunities to invest in the business at attractive returns to both increase efficiency and automation and facilitate growth through product innovation. With pension deficit payments now suspended, the Group is allocating more funds to capital investment which will provide the fuel to deliver further branded growth. During the year, it installed an innovative energy efficient process to manufacture icing on certain cake products, which increases line efficiency and also reduces carbon emissions and also upgraded a Bisto packing line, delivering efficiency gains and enhanced pack weight control. In FY25/26, the Group expects to increase its capital investment further, to around £50m, which will include projects such as expanding capacity to facilitate further growth from products manufactured at its desserts site and an additional and larger solar panel installation at another cake site.

Cash used in financing activities was £27.5m in the year (FY23/24: £20.7m) which included a £14.9m dividend payment to shareholders (FY23/24: £12.4m) and £9.9m purchase of shares to satisfy share awards (FY23/24: £6.3m). As at 29 March 2025, the Group held cash and bank deposits of £191.5m and its £227.5m revolving credit facility was undrawn.

Pensions

The Pension scheme has continued to make strong progress, benefiting from a successful investment strategy for both the RHM and Premier Foods sections since the segregated merger of the scheme in June 2020. As previously announced, deficit contribution payments to the pension scheme Trustee were suspended with effect from 1 April 2024.

Furthermore, the RHM and Premier Foods sections of the pension scheme were legally merged with effect from 29 March 2025. Post merger, the scheme investment strategies are now being managed as one, and the disclosure of assets and liabilities recorded as one total scheme, as outlined in the table below. Additionally, the dividend match mechanism, whereby the pension scheme received a proportion of cash whenever a cash dividend was paid to shareholders, has been removed.

The results of the triennial valuation, at 31 March 2025, will be announced when concluded. A full resolution of the pension scheme, where the scheme is fully de-risked, is forecast to take place by the end of 2026.

Pensions accounting valuation (£m)

29 March 2025

30 March 2024

Change

Fair value of plan assets

3,212.8

3,565.0

(352.2)

Present value of defined benefit obligation

(2,564.1)

(2,963.5)

399.4

Surplus

648.7

601.5

47.2

The Group's pension scheme reported a surplus of £648.7m as at 29 March 2025, an increase of £47.2m compared to the prior year. Asset values fell by £352.2m or 9.9%, while the value of liabilities decreased by £399.4m, or 13.5%. The reduction in value of Government bonds was the main contributor of the reduction in asset values in the year and as an associated point, the applicable discount rate used to value liabilities was higher at 5.75% (FY23/24: 4.80%) reflecting the hedging strategy employed by the scheme. The RPI inflation rate assumption used was slightly lower at 3.05% (FY23/24: 3.15%).

Administration costs associated with running the pension schemes are expected to be £6-8m in FY25/26.

Principal risks and uncertainties

Strong risk management is key to delivery of the Group's strategic objectives. It has an established risk management process, with the Executive Leadership Team performing a formal robust assessment of the principal risks bi-annually which is reviewed by the Board and Audit Committee. Risks are monitored at a segment and functional level throughout the year considering both internal and external factors.  The Group's principal risks will be disclosed in the annual report and accounts for the financial period ended 29 March 2025. The major strategic and operational risks are summarised under the headings of Macroeconomic and geopolitical instability, Impact of Government legislation on our products, Market and retailer actions, Supply chain interruption, Legal compliance, Climate risk, Technology and cyber, Product portfolio, People, M&A activity and Food safety.  

Alex Whitehouse      

Duncan Leggett

Chief Executive Officer                 

Chief Financial Officer

The Company's Preliminary results are presented for the 52 weeks ended 29 March 2025 and the comparative period, 52 weeks ended 30 March 2024. All references to the 'year', unless otherwise stated, are for the 52 weeks ended 29 March 2025 and the comparative period, 52 weeks ended 30 March 2024.

All references to the 'quarter', unless otherwise stated, are for the 13 weeks ended 29 March 2025 and the comparative period, 13 weeks ended 30 March 2024.

Full year and Quarter 4 Revenue

Full year revenue

(£m)

FY24/25

Statutory revenue

Charnwood

Headline revenue1

Headline revenue1

(constant currency)

Headline revenue

% change vs prior year

Headline revenue

% change at constant currency

Grocery

Branded

773.3

-

773.3

774.3

4.5%

4.6%

Non-branded

76.9

(2.2)

74.7

74.7

(8.0%)

(8.0%)

Total

850.2

(2.2)

848.0

849.0

3.2%

3.3%

Sweet Treats

Branded

233.8

-

233.8

233.8

7.3%

7.3%

Non-branded

65.0

-

65.0

65.0

(6.3%)

(6.3%)

Total

298.8

-

298.8

298.8

4.0%

4.0%

Group

Branded

1,007.1

-

1,007.1

1,008.1

5.1%

5.2%

Non-branded

141.9

(2.2)

139.7

139.7

(7.2%)

(7.2%)

Total

1,149.0

(2.2)

1,146.8

1,147.8

3.4%

3.5%

Quarter 4 revenue

(£m)

FY24/25

Statutory revenue

Charnwood

Headline revenue1

Headline revenue1

(constant currency)

Headline revenue

% change vs prior year

Headline revenue

% change at constant currency

Grocery

Branded

201.9

-

201.9

202.2

1.8%

1.9%

Non-branded

17.4

-

17.4

17.3

(7.4%)

(7.4%)

Total

219.3

-

219.3

219.5

1.0%

1.1%

Sweet Treats

Branded

61.6

-

61.6

61.6

7.8%

7.8%

Non-branded

7.1

-

7.1

7.1

(12.5%)

(12.5%)

Total

68.7

-

68.7

68.7

5.3%

5.3%

Group

Branded

263.5

-

263.5

263.8

3.1%

3.2%

Non-branded

24.5

-

24.5

24.4

(9.0%)

(9.0%)

Total

288.0

-

288.0

288.2

2.0%

2.1%

Headline adjusted EBITDA to Operating profit reconciliation (£m)

FY24/25

FY23/24

Headline adjusted EBITDA4

213.2

201.6

Depreciation

(19.6)

(19.5)

Software amortisation11

(5.8)

(4.9)

Headline Trading profit

187.8

177.2

Charnwood

0.0

2.3

Amortisation of brand assets

(20.5)

(20.9)

Fair value movements on foreign exchange & derivative contracts

0.3

(1.1)

Net finance income on pensions and administrative expenses

19.8

31.6

Non-trading items:

Impairment of fixed assets

-

(4.2)

Restructuring costs

(1.2)

(5.3)

Other non-trading items

(5.1)

(1.9)

Operating profit

181.1

177.7

Finance income and costs (£m)

FY24/25

FY23/24

Change

Finance costs payable on senior secured notes

11.6

11.5

(0.1)

Bank debt interest - net22

5.0

8.3

3.3

16.6

19.8

3.2

Amortisation of debt issuance costs

1.9

1.8

(0.1)

Net regular interest6

18.5

21.6

3.1

Other finance costs payable

3.0

5.2

2.2

Write off of financing costs

1.4

-

(1.4)

Other finance income

(3.1)

(0.5)

2.6

Net finance cost

19.8

26.3

6.5

Adjusted earnings per share (£m)

FY24/25

FY23/24

Change

Headline Trading profit

187.8

177.2

6.0%

Less: Net regular interest6

(18.5)

(21.6)

14.5%

Adjusted profit before taxation

169.3

155.6

8.8%

Less: Notional tax (25%)

(42.3)

(38.9)

(8.8%)

Adjusted profit after taxation7

127.0

116.7

8.8%

Average shares in issue (millions)

874.4

862.4

1.4%

Adjusted earnings per share (pence)8

14.5p

13.5p

7.3%

Net debt (£m)

Net debt12 at 30 March 2024

235.6

Movement in cash

(89.2)

Movement in debt issuance costs

(0.5)

Movement in lease creditor

(2.3)

Net debt at 29 March 2025

143.6

Adjusted EBITDA

213.2

Net debt / Adjusted EBITDA

0.7x

Free cash flow (£m)

FY24/25

FY23/24

 

Headline Trading profit

187.8

177.2

Charnwood

0.0

2.3

Depreciation & software amortisation

25.4

24.4

Other non-cash items

4.6

6.6

Capital investment

(41.4)

(32.8)

Working capital21

(10.0)

(9.0)

Operating cash flow16

166.4

168.7

Interest paid

(16.8)

(20.3)

Pension contributions

(9.2)

(38.7)

Free cash flow13

140.3

109.7

Non-trading items

(7.7)

(14.4)

Purchase of shares to satisfy share awards net of proceeds from share issue

(9.9)

(6.0)

Re-financing fees

(3.8)

(0.5)

Taxation paid

(9.9)

(4.4)

Dividend paid

(14.9)

(12.4)

Additional employer contributions (pensions match)

(5.0)

(3.8)

Acquisition of subsidiaries, net of cash acquired

0.0

(29.3)

Movement in cash

89.2

38.9

Proceeds from borrowings

-

-

Net increase in cash and cash equivalents

89.2

38.9

As previously disclosed, the following table outlines the basis on which the Group reported Headline revenue, Trading profit and adjusted earnings per share for FY23/24. This includes acquisitions but excludes Revenue and Trading profit from the Charnwood site which closed in FY24/25. In FY23/24, all Charnwood revenue was reported in Grocery - Non-branded.

Group results ex Charnwood & Knighton(£m)

FY23/24

Revenue

Quarter 1

Quarter 2

Quarter 3

Quarter 4

Full Year

Statutory revenue

235.9

258.2

356.3

287.1

1,137.5

Less: Knighton

(4.8)

(4.9)

(3.6)

(1.6)

(14.9)

Headline revenue (FY23/24 basis)

231.1

253.3

352.7

285.5

1,122.6

Less: Charnwood

(3.9)

(3.8)

(3.1)

(3.1)

(13.9)

Headline revenue (FY24/25 basis)

227.2

249.5

349.6

282.4

1,108.7

Trading profit (£m) to adjusted eps (p)

Half 1

Half 2

Full Year

Trading profit as reported

67.5

112.0

179.5

Less: Charnwood

(0.9)

(1.4)

(2.3)

Headline Trading profit (FY24/25 basis)

66.6

110.6

177.2

Net regular interest

(10.6)

(11.0)

(21.6)

Adjusted profit before taxation

56.0

99.6

155.6

Adjusted profit after taxation at 25%

42.0

74.7

116.7

Adjusted earnings per share (pence)

4.9p

8.6p

13.5p

Notes and definitions of alternative performance measures

The Company uses a number of alternative performance measures to measure and assess the financial performance of the business. The directors believe that these alternative performance measures assist in providing additional useful information on the underlying trends, performance and position of the Group. These alternative performance measures are used by the Group for reporting and planning purposes and it considers them to be helpful indicators for investors to assist them in assessing the strategic progress of the Group.

1.  

Headline revenue, including Grocery, UK or International branded revenue is stated on a constant currency basis, while the non-branded revenue is not impacted by the foreign currency movements. The constant currency calculation is made by adjusting the current year's sales to the same exchange rate as the prior year to give a like for like comparison. Headline revenue and non-branded revenue excludes Charnwood & Knighton and is reconciled in appendices.

2.  

The Group uses Trading profit to review overall Group profitability. Trading profit is defined as profit/(loss) before taxation, before net finance costs, amortisation of brand assets, non-trading items (see note 10), fair value movements on foreign exchange and other derivative contracts, net interest on pensions and administration expenses. Headline Trading profit excludes Trading profit generated by Charnwood in the prior year, Charnwood contributing nil Trading profit in the current year and Knighton contributing nil Trading profit in both current and prior year. Headline Trading profit margin is calculated by dividing Headline Trading profit at actual rate by Headline Revenue at actual rate.

3.  

Divisional contribution refers to Gross profit less selling, marketing and distribution costs directly attributable to the relevant business segment. Headline Divisional contribution excludes Divisional contribution generated by Charnwood in the prior year, Charnwood contributing nil Divisional contribution in the current year and Knighton contributing nil Divisional contribution in both current and prior year. Headline Divisional contribution margin is calculated by dividing Headline Divisional contribution at actual rate by Headline Revenue at actual rate.

4.  

Headline Adjusted EBITDA is Headline Trading profit as defined in (2) above excluding depreciation and software amortisation. Adjusted EBITDA, mentioned elsewhere, is Trading profit as defined in (2) above excluding depreciation and software amortisation. There is no difference between Adjusted EBITDA and Headline Adjusted EBITDA.

5.  

Adjusted profit before taxation is Headline Trading profit as defined in (2) above less net regular interest as defined in (6) below.

6.  

Net regular interest is defined as net finance cost after excluding write-off of financing costs,  other finance costs payable and other finance income.

7.  

Adjusted profit after taxation is Adjusted profit before taxation as defined in (5) above less a notional tax charge of 25.0%.

8.  

References to Adjusted earnings per share are on a non-diluted basis and is calculated using Adjusted profit after taxation as defined in (7) above divided by the weighted average of the number of shares of 874.4 million for the 52 weeks ended 29 March 2025 (52 weeks ended 30 March 2024: 862.4 million).

9.  

International sales remove the impact of foreign currency fluctuations and adjusts prior year sales to ensure comparability in geographic market destinations. The constant currency calculation is made by adjusting the current year's sales to the same exchange rate as the prior year to give a like for like comparison. The constant currency adjustment is calculated by applying a blended rate. International sales exclude sales to Republic of Ireland.

£m

Reported

Adjustment

Constant currency

FY24/25

51.3

0.2

51.5

FY23/24

41.9

N/A

41.9

Growth %

22.3%

N/A

22.9%

1.  

Non-trading items have been presented separately throughout the financial statements for the 52 weeks ended 29 March 2025. These are items that management believes require separate disclosure by virtue of their nature in order that the users of the financial statements obtain a clear and consistent view of the Group's underlying trading performance. In identifying non-trading items, management have applied judgement including whether i) the item is related to underlying trading of the Group; and/or ii) how often the item is expected to occur.

2.  

Software amortisation is the annual charge related to the amortisation of the Group's software assets during the period.

3.  

Net debt is defined as total borrowings, less cash and cash equivalents and less capitalised debt issuance costs.

4.  

Free cash flow is Net increase in cash and cash equivalents excluding proceeds from borrowings, less dividend paid, additional employer contributions, re-financing fees, Purchase of shares to satisfy share awards net of proceeds from share issue, taxation paid, acquisitions of subsidiaries net of cash acquired and non-trading items.

5.  

Circana, 52 weeks ended 29 March 2025.

6.  

Circana, 24 weeks ended 29 March 2025.

7.  

Operating cash flow is Free cash flow as defined in (13) excluding interest paid and pension contributions.

8.  

Further details of progress on the Group's Enriching Life Plan will be provided in the forthcoming publication of the 2025 Annual Report.

9.  

Defined as scoring less than 4 on UK Government's Nutrient Profiling Model

10.

The Revolving Credit Facility attracts a margin on a ratchet grid according to latest reported Net debt/EBITDA

11.

Circana, 26 weeks ended 29 March 2025.

12.

Working capital is the cash movement from the opening to closing balance sheet position for inventory, trade and other receivables, trade and other payables and provisions; it also includes outflows related to the principle element of leases and is adjusted to exclude non-cash movements in non-trading items.

13.

Bank debt interest - net represents finance costs payable on bank loans and overdrafts minus finance income receivable on bank deposits.

14.

Throughout this report references to the 'year' refer to the Group's 52 week financial period.

Additional notes:

·     

The directors believe that users of the financial statements are most interested in underlying trading performance and cash generation of the Group. As such intangible brand asset amortisation is excluded from Trading profit because it is a non-cash item.

·     

Group & corporate costs refer to group and corporate expenses which are not directly attributable to a reported segment and are disclosed at total Group level.

·     

In line with Accounting Principles, the International operating segment, the results of which are aggregated within the Grocery reported segment, are not required to be separately disclosed for reporting purposes.

Consolidated statement of profit or loss

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

Note

£m

£m

Revenue

3

              1,149.0

         1,137.5

Cost of sales

              (709.7)

           (705.2)

Gross profit

                 439.3

            432.3

Selling, marketing and distribution costs

              (174.5)

           (178.8)

Administrative costs

                (83.7)

             (75.8)

Operating profit

3

                 181.1

            177.7

Finance cost

4

                (28.9)

             (30.4)

Finance income

4

                    9.1

               4.1

Profit before taxation

                 161.3

            151.4

Taxation

5

                 (36.4)

             (38.9)

Profit for the period attributable to owners of the parent

                 124.9

            112.5

Earnings per share (pence)

Basic

6

14.3

13.0

Diluted

6

14.1

12.7

Consolidated statement of comprehensive income

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

Note

£m

£m

Profit for the period

                124.9

112.5

Other comprehensive income / (expense), net of tax

Items that will never be reclassified to profit or loss

Remeasurements of defined benefit schemes

7

13.6

(237.7)

Deferred tax (charge) / credit on pensions movements

5

(4.0)

50.6

Current tax credit on pension movements

5

                    0.4

               8.4

Items that are or may be reclassified subsequently to profit or loss

Exchange differences on translation

(0.4)

(0.5)

Other comprehensive income / (expense), net of tax

9.6

(179.2)

Total comprehensive income / (expense) attributable to owners of the parent

134.5

(66.7)

Consolidated balance sheet

As at

As at

29 March 2025

30 March 2024

Note

£m

£m

ASSETS:

  Non-current assets

  Property, plant and equipment

            204.3

          190.4

  Goodwill

            702.7

          702.7

  Other intangible assets

            271.2

          289.6

  Deferred tax assets

    5

              16.7

             22.4

  Net retirement benefit assets

7

           648.7

          810.0

         1,843.6

       2,015.1

  Current assets

  Inventories

            101.5

             98.9

  Trade and other receivables

            115.0

          115.7

  Cash and cash equivalents

9

            191.5

          102.3

  Derivative financial instruments

               0.1

                 -  

            408.1

          316.9

Total assets

         2,251.7

       2,332.0

LIABILITIES:

  Current liabilities

  Trade and other payables

          (260.1)

       (264.6)

  Financial liabilities

     - derivative financial instruments

9

             (0.6)

           (0.8)

  Lease liabilities

              (1.9)

           (2.7)

  Provisions for liabilities and charges

              (6.7)

           (9.8)

  Current income tax liabilities

5

                    -  

           (0.4)

  Other liabilities

             (1.0)

                 -  

          (270.3)

        (278.3)

  Non-current liabilities

  Long-term borrowings

10

         (325.2)

        (325.7)

  Lease liabilities

              (8.0)

           (9.5)

  Net retirement benefit obligations

                   -  

        (208.5)

  Provisions for liabilities and charges

             (7.3)

           (7.3)

  Deferred tax liabilities

5

         (178.3)

       (152.9)

  Other liabilities

            (20.6)

          (22.9)

         (539.4)

       (726.8)

Total liabilities

        (809.7)

     (1,005.1)

Net assets

        1,442.0

        1,326.9

EQUITY:

  Capital and reserves

  Share capital

              86.9

             86.9

  Share premium

               2.7

               2.7

  Merger reserve

           351.7

          351.7

  Other reserves

             (9.3)

           (9.3)

  Retained earnings

         1,010.0

          894.9

Total equity

         1,442.0

       1,326.9

Consolidated statement of cash flows

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

Note

£m

£m

Cash generated from operations

8

            188.6

            146.4

Finance costs paid¹

            (26.6)

            (23.9)

Finance income received

                6.0

               3.6

Taxation paid

              (9.9)

              (4.4)

Cash generated from operating activities

             158.1

            121.7

Acquisition of subsidiaries, net of cash acquired

                     -  

            (29.3)

Purchases of property, plant and equipment

            (33.5)

            (24.7)

Purchases of intangible assets

              (7.9)

              (8.1)

Cash used in investing activities

             (41.4)

            (62.1)

Principal element of lease payments

               (2.7)

              (1.8)

Financing fees

                     -  

              (0.5)

Dividends paid

11

         (14.9)

            (12.4)

Purchase of shares to satisfy share awards

              (9.9)

              (6.3)

Proceeds from share issue

                     -  

               0.3

Cash used in financing activities

             (27.5)

            (20.7)

Net increase in cash and cash equivalents

              89.2

             38.9

Cash and cash equivalents at beginning of period

            102.3

             63.4

Cash and cash equivalents at end of period

8

             191.5

            102.3

¹ Payments in the current period include £3.8m of costs related to the refinancing of the revolving credit facility. See note 10 for further details.

Consolidated statement of changes in equity

Note

Share capital

Share premium

Merger reserve

Other reserves

Retained earnings1

Total equity

£m

£m

£m

£m

£m

£m

At 2 April 2023

86.8

2.5

351.7

(9.3)

974.3

1,406.0

Profit for the period

112.5

112.5

Remeasurements of defined benefit schemes

7

-

-

(237.7)

(237.7)

Deferred tax credit

      5

-

-

50.6

50.6

Current tax credit

5

8.4

8.4

Exchange differences on translation

-

-

-

(0.5)

(0.5)

Other comprehensive expense

(179.2)

(179.2)

Total comprehensive expense

(66.7)

(66.7)

Shares issued

0.1

0.2

0.3

Share-based payments

4.4

4.4

Purchase of shares to satisfy share awards

(6.3)

(6.3)

Deferred tax movements on share-based payments

5

1.6

1.6

Dividends

11

(12.4)

(12.4)

At 30 March 2024

86.9

2.7

351.7

(9.3)

894.9

1,326.9

At 31 March 2024

86.9

2.7

351.7

(9.3)

894.9

1,326.9

Profit for the period

       124.9

124.9

Remeasurements of defined benefit schemes

7

-

-

13.6

13.6

Deferred tax charge

5

-

-

(4.0)

(4.0)

Current tax credit

5

0.4

0.4

Exchange differences on translation

-

-

-

(0.4)

(0.4)

Other comprehensive income

9.6

9.6

Total comprehensive income

134.5

134.5

Share-based payments

           4.6

4.6

Purchase of shares to satisfy share awards

(9.9)

(9.9)

Deferred tax movements on share-based payments

5

0.8

0.8

Dividends

11

(14.9)

(14.9)

At 29 March 2025

86.9

2.7

351.7

(9.3)

1,010.0

1,442.0

1Included in Retained earnings at 29 March 2025 is £4.3m in relation to cumulative translation losses (2024: £3.9m loss, 2023: £3.4m loss). 

The financial information included in this preliminary announcement does not constitute the Company's statutory accounts for the 52 weeks ended 29 March 2025 and for the 52 weeks ended 30 March 2024, but is derived from those accounts. Statutory accounts for the 52 weeks ended 30 March 2024 have been delivered to the registrar of companies, and those for 52 weeks ended 29 March 2025 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention to by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The consolidated financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards.

Basis for preparation of financial statements on a going concern basis

The Group's revolving credit facility includes net debt/EBITDA and EBITDA/interest covenants as detailed in note 10. In the event these covenants are not met then the Group would be in breach of its financing agreement and, as would be the case in any covenant breach, the banking syndicate could withdraw funding to the Group. The Group was compliant with its covenant tests as at 28 September 2024 and 29 March 2025.​

Having undertaken a robust assessment of the Group's forecasts with specific consideration to the trading performance of the Group, cashflows and covenant compliance, the directors have a reasonable expectation that the Group is able to operate within the level of its current facilities, meet the required covenant tests and has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. The Group therefore continues to adopt the going concern basis in preparing its financial information for the reasons set out below: ​

At 29 March 2025 the Group had total assets less current liabilities of £1,981.4m (2024: £2,053.7m), net current assets of £137.8m (2024: £38.6m) and net assets of £1,442.0m (2024: £1,326.9m).Liquidity as at that date was £436.0m, made up of cash and cash equivalents, and undrawn committed credit facilities of £227.5m expiring in July 2029. At the time of the approval of this report, the cash and liquidity position of the Group has not changed significantly. Further details of the financing arrangements are included in note 10.​

The directors have rigorously reviewed all key risk assumptions in their Going Concern assessment considering both internal and external factors. Applying judgement, the global political environment, increasing costs including inflation, climate change, risk of cyber-attack and the retail market are the assumptions modelled by the directors in the severe but plausible downside case impacting future financial performance, cash flows and covenant compliance, that cover a period of at least 12 months from the date of approval of the financial statements. ​

Whilst the downside case is deemed severe but plausible, it is considered by the directors to be a robust stress test of going concern, having an adverse impact on revenue, margin and cash flow. Should circumstances mean there is further downside, whilst not deemed plausible, the directors, in response have identified mitigating actions within their control, that would reduce costs, optimise cashflow and liquidity. Amongst these are the following actions: reducing capital expenditure, reducing marketing spend and delaying or cancelling discretionary spend. The directors have assumed no significant structural changes to the business will be needed in any of the assumptions modelled. None of the assumptions modelled are sufficiently material to prevent the Group from continuing as a going concern.​

The directors, after reviewing financial forecasts and financing arrangements, have a reasonable expectation that the Group has adequate resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of this report. Accordingly, the directors are satisfied that it is appropriate to continue to adopt the going concern basis (in accordance with the guidance 'Guidance on the Going Concern Basis of Accounting and Related Reporting' issued by the FRC) in preparing its consolidated financial information.

Climate change

The Group has considered the impact of both physical and transitional climate change risks on the financial statements of the Group, the Group does not consider there to be a material impact on the valuation of the Group's assets or liabilities, including useful economic life of property, plant and equipment, or on any material accounting estimates or judgements. The Group will continue to monitor the impact on valuations of assets and liabilities as government policy evolves and our modelling in this area moves forward.

The impact of climate change has been considered in the projected cash flows used for impairment testing

2.   Material Estimates and judgements

The following are areas of particular significance to the Group's financial statements and may include the use of estimates. Results may differ from actual amounts.

Material accounting estimates

The following are considered to be the key estimates within the financial statements:

The present value of the Group's defined benefit pension obligations depends on a number of actuarial assumptions. The primary assumptions used include the discount rate applicable to scheme liabilities, the long-term rate of inflation and estimates of the mortality applicable to scheme members. Each of the underlying assumptions is set out in more detail in note 7.

At each reporting date, and on a continuous basis, the Group reviews the macro-economic, Company and scheme-specific factors influencing each of these assumptions, using professional advice, in order to record the Group's ongoing commitment and obligation to defined benefit schemes in accordance with IAS 19 (Revised).

Plan assets of the defined benefit schemes include a number of assets for which quoted prices are not available. At each reporting date, the Group determines the fair value of these assets with reference to most recently available asset statements from fund managers.

Where pensions asset valuations were not available at the reporting date, as is usual practice, valuations at 31 December 2024 are rolled forward for cash movements to the end of March 2025 to estimate the valuations for these assets. This approach is principally relevant for Private equity, Property assets, Illiquid credits and Global credits. Management have reviewed the individual investments, disclosed the value asset where a lagged valuation is reported with a sensitivity and making clear that these valuations are subject to estimation uncertainty.

Impairment reviews in respect of goodwill are performed at least annually and more regularly if there is an indicator of impairment. Impairment reviews in respect of intangible assets are performed when an event indicates that an impairment review is necessary. Examples of such triggering events include a significant planned restructuring, a major change in market conditions or technology, expectations of future operating losses, or a material reduction in cash flows. In performing its impairment analysis, the Group takes into consideration these indicators including the difference between its market capitalisation and net assets.

The Group has considered the impact of the assumptions used on the calculations and has conducted sensitivity analysis on the value in use calculations of the CGUs carrying values for the purposes of testing goodwill.

2.3 Commercial arrangements

Sales rebates and discounts are accrued on each relevant promotion or customer agreement and are charged to the statement of profit or loss at the time of the relevant promotional buy-in as a deduction from revenue. Accruals for each individual promotion or rebate arrangement are based on the type and length of promotion and nature of customer agreement. At the time an accrual is made, the nature, funding level and timing of the promotion is typically known. Areas of estimation are sales volume/activity, phasing and the amount of product sold on promotion.

For short-term promotions, the Group performs a true up of estimates where necessary on a monthly basis, using real-time customer sales information where possible and finally on receipt of a customer claim, which typically follows one to two months after the end of a promotion. For longer-term discounts and rebates the Group uses actual and forecast sales to estimate the level of rebate. These accruals are updated monthly based on latest actual and forecast sales. If the Commercial accruals balance moved by 5.0% in either direction, this would have an impact of £3.6m. (2024: £3.7m)

2.4 Estimated values of acquired intangible assets on acquisitions

Acquired brands that are controlled through custody or legal rights and that could be sold separately from the rest of the business are capitalised, where fair value can be reliably measured. On acquisition, an intangible asset relating to the brand is recognised as a fair value adjustment to the opening balance sheet. The brand asset is valued using a relief from royalty approach. The key assumptions underpinning the brand asset valuation are the revenue projections, discount rates and royalty rates. Applying different assumptions could result in a materially different brand intangible asset and a corresponding increase or decrease in the value of the residual goodwill recognised.

Judgements

The following are considered to be the key judgements within the financial statements:

Non-trading items have been presented separately throughout the financial statements. These are items that management believes require separate disclosure by virtue of their nature in order that the users of the financial statements obtain a clear and consistent view of the Group's underlying trading performance. In identifying non-trading items, management have applied judgement including whether i) the item is related to underlying trading of the Group; and/or ii) how often the item is expected to occur.

IFRS 8 requires operating segments to be determined based on the Group's internal reporting to the Chief Operating Decision Maker ('CODM'). The CODM has been determined to be the Executive Leadership Team as it is primarily responsible for the allocation of resources to segments and the assessment of performance of the segments.

The Group's operating segments are defined as 'Grocery', 'Sweet Treats', and 'International'. The CODM reviews the performance by operating segment. The Grocery segment primarily sells savoury ambient food products, and the Sweet Treats segment sells primarily sweet ambient food products. Sales to Ireland were previously included in the International operating segment; following an internal reorganisation these sales are included as part of the Grocery operating segment from 1 April 2024. The International segment has been aggregated within the Grocery segment for reporting purposes as revenue is below 10.0% of the Group's total revenue and the segment is considered to have similar characteristics to that of Grocery as identified in IFRS 8. There has been no change to the reported segments during the year.

The CODM uses Divisional contribution as the key measure of the segments' results. Divisional contribution is defined as gross profit after selling, marketing and distribution costs. Divisional contribution is a consistent measure within the Group and reflects the segments' underlying trading performance for the period under evaluation. Gross profit is used as part of the Group segment performance reviews, whilst this is material in the context of the financial statements, the gross profit split between segments is broadly proportionate to that of divisional contribution. As a result, Gross profit presented by segment would not influence the decisions of the financial statement users.

The Group uses trading profit to review overall Group profitability. Trading profit is defined as pre-tax profit/loss before net finance costs, amortisation of intangible assets, fair value movements on foreign exchange and other derivative contracts, net pensions finance income and administrative expenses, and any material items that require separate disclosure by virtue of their nature in order that users of the financial statements obtain a clear and consistent view of the Group's underlying trading performance.

Revenues in the period ended 29 March 2025, from the Group's four principal customers, which individually represent over 10.0% of total Group revenue, are £308.3m, £155.7m, £133.3m and £113.5m (2024: £289.9m, £156.5m, £127.9m and £109.6m). These revenues relate to both the Grocery and Sweet Treats reportable segments.

The segment results for the period ended 29 March 2025, for the period ended 30 March 2024 and the reconciliation of the segment measures to the respective statutory items included in the consolidated financial statements are as follows:

52 weeks ended 29 March 2025

52 weeks ended 30 March 2024

Grocery

Sweet
Treats

Total

Grocery

Sweet
Treats

Total

£m

£m

£m

£m

£m

£m

External revenues

     850.2

   298.8

   1,149.0

                850.4

               287.1

1,137.5

Divisional contribution

     229.4

     35.4

      264.8

                219.8

                  33.7

   253.5

Group and corporate costs

       (77.0)

   (74.0)

Trading profit

      187.8

   179.5

Amortisation of brand assets

       (20.5)

   (20.9)

Fair value movements on foreign exchange and other derivative contracts1

           0.3

     (1.1)

Net finance income on pensions and administrative expenses

        19.8

    31.6

Non-trading items:

- Impairment of fixed assets2

             -  

     (4.2)

- Restructuring costs³

        (1.1)

     (5.3)

- Other non-trading items4

        (5.2)

     (1.9)

Operating profit

      181.1

   177.7

Finance cost

       (28.9)

   (30.4)

Finance income

      9.1

     4.1

Profit before taxation

      161.3

  151.4

1The gain of £0.3m (2024: loss of £1.1m) reflects changes in fair value rate during the current period and movement in nominal value of the instruments held at 29 March 2025 from the 30 March 2024 position.

2 Impairment of fixed assets in the prior period related to the closure of the Knighton and Charnwood sites.

3 Restructuring costs in the current period relate primarily to organisational changes to support a new planning system implementation. Restructuring costs in the prior period includes £3.7m, which relates to the closure of the Knighton site with the remainder relating to the closure of the Charnwood site.

4Other non-trading items in the current and prior period primarily relates to the closure of the Knighton and Charnwood sites.

Inter-segment transfers or transactions are entered into under the same terms and conditions that would be available to unrelated third parties.

The Group primarily supplies the UK market, although it also supplies certain products to other countries in Europe and the rest of the world. The following table provides an analysis of the Group's revenue, which is allocated on the basis of geographical market destination, and an analysis of the Group's non-current assets by geographical location.

Revenue

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

 United Kingdom

              1,071.8

1,067.1

 Other Europe

                   32.9

34.9

 Rest of world

                   44.3

35.5

 Total

             1,149.0

1,137.5

Non-current assets

As at

As at

29 March 2025

30 March 2024

£m

£m

 United Kingdom

             1,178.2

1,182.7

Non-current assets exclude deferred tax assets and net retirement benefit assets.

4.   Finance income and costs

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Finance costs payable on bank loans and overdrafts

(11.0)

(11.9)

Finance costs payable on senior secured notes

(11.6)

(11.5)

Other finance costs payable1

(3.0)

(5.2)

Amortisation of debt issuance costs

(1.9)

(1.8)

Write off of financing costs2

(1.4)

-

Total finance cost

(28.9)

(30.4)

Finance income receivable on bank deposits

6.0

3.6

Other finance income3

3.1

0.5

Total finance income

9.1

4.1

Net finance cost

(19.8)

(26.3)

1Included in other finance costs payable is £0.7m charge (2024: £0.8m charge) relating to non-cash finance costs on lease liabilities under IFRS 16 and £2.3m (2024: £4.4m) relating to the unwind of the Group's long-term provisions.

2 Relates to the refinancing of the revolving credit facility in the current period.

3 Other finance income includes both the unwind of the discount of the Group's long-term provisions and remeasurement of contingent consideration related to Group acquisitions.

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Current tax

   -  Current period

             (10.0)

                  (14.6)

   -  Prior periods

                   1.5

                  0.6

Deferred tax

   -  Current period

              (29.5)

                  (24.9)

   -  Prior periods

                   1.6

                         -  

Income tax charge

               (36.4)

                  (38.9)

Tax relating to items recorded in other comprehensive income / (expense) included:

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Current tax credit on pension movements

                     0.4

                  8.4

Deferred tax (charge) / credit on pension movements

                  (4.0)

                50.6

                  (3.6)

                59.0

The applicable rate of corporation tax for the period is 25.0%. The UK deferred taxes at 29 March 2025 and 30 March 2024 have been measured using this enacted rate.

The tax charge for the period differs from the standard rate of corporation tax in the United Kingdom of 25.0% (2024: 25.0%). The reasons for this are explained below:

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Profit before taxation

161.3

151.4

Tax charge at the domestic income tax rate of 25.0% (2024: 25.0%)

(40.3)

(37.9)

Tax effect of:

Non-taxable items

(1.4)

(2.6)

Losses not previously recognised

2.2

-

Acquisitions

-

1.0

Adjustments to prior periods

3.1

0.6

Income tax charge

(36.4)

(38.9)

Losses of £2.2m has been recognised (movement between unrecognised and recognised) for the 52 weeks ended 29 March 2025.  In the prior year £nil was recognised. Corporation tax losses are not recognised where future recoverability is uncertain.

The adjustments to prior periods of £3.1m (2024: £0.6m) relates primarily to the changes in prior period capital allowances, utilisation of losses and RDEC (Research and Development expenditure credit) following verifications in submitted returns.

The Group is in scope of the Pillar Two legislation and has performed an assessment of the Group's potential exposure to Pillar Two income taxes. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent country-by-country reporting prepared for the Group and based on this assessment, the Group will not have any material potential exposure to Pillar Two top-up taxes.

Deferred tax

Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset/(liability) arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.

2025

2024

£m

£m

At 31 March 2024 / 2 April 2023

               (130.5)

       (155.5)

Business combinations

                       -  

           (2.3)

Charged to the statement of profit or loss

                 (27.9)

         (24.9)

(Charged)/credited to other comprehensive income

                   (4.0)

           50.6

Credited to equity

                    0.8

            1.6

At 29 March 2025 / 30 March 2024

               (161.6)

       (130.5)

The Group has not recognised £0.3m of deferred tax assets (2024: £2.5m not recognised) relating to international corporation tax losses as future recoverability is considered uncertain. In addition, the Group has not recognised a tax asset of £67.8m (2024: £67.8m) relating to Advanced Corporation Tax ('ACT') and £75.8m (2024: £75.8m) relating to capital losses. Under current legislation these can generally be carried forward indefinitely.

Deferred tax liabilities

Intangibles

Retirement benefit obligation

Leases

Other

Total

£m

£m

£m

£m

£m

At 2 April 2023

(68.3)

(187.9)

(0.8)

(1.3)

(258.3)

Acquisition of FUEL10K Limited

(3.6)

-

-

-

(3.6)

Current period credit/(charge)

1.7

(10.0)

0.4

1.0

(6.9)

Credited to other comprehensive income

-

50.6

-

-

50.6

At 30 March 2024

(70.2)

(147.3)

(0.4)

(0.3)

(218.2)

At 31 March 2024

(70.2)

(147.3)

(0.4)

(0.3)

(218.2)

Current period credit/(charge)

1.6

(8.0)

-

-

(6.4)

Charged to other comprehensive income

-

(4.0)

-

-

(4.0)

At 29 March 2025

(68.6)

(159.3)

(0.4)

(0.3)

(228.6)

Deferred tax assets

Accelerated tax depreciation

Share-based payments

Losses

Other

Total

£m

£m

£m

£m

£m

At 2 April 2023

40.2

3.9

55.8

2.9

102.8

Acquisition of FUEL10K Limited

-

-

1.3

-

1.3

Current period (charge)/credit

(11.3)

1.0

(7.4)

(0.3)

(18.0)

Credited to equity

-

1.6

-

-

1.6

Prior period credit/(charge)

-   To statement of profit or loss

0.1

-

0.7

(0.8)

-

At 30 March 2024

29.0

6.5

50.4

1.8

87.7

At 31 March 2024

29.0

6.5

50.4

1.8

87.7

Current period (charge)/credit

(14.7)

0.3

(8.4)

(0.3)

(23.1)

Credited to equity

-

-

-

-

-

Prior period (charge)/credit

-

-   To statement of profit or loss

(0.6)

-

2.2

-

1.6

-   To equity

-

0.8

-

-

0.8

At 29 March 2025

13.7

7.6

44.2

1.5

67.0

Deferred tax asset on losses and accelerated tax depreciation

£m

As at 29 March 2025

16.7

As at 30 March 2024

22.4

Net deferred tax liability

£m

As at 29 March 2025

(178.3)

As at 30 March 2024

(152.9)

Where there is a legal right of offset and an intention to settle as such, deferred tax assets and liabilities may be presented on a net basis. This is the case for most of the Group's deferred tax balances except non-trading losses of £16.7m (2024: £22.4m). The remainder of deferred tax assets have, therefore, been offset in the tables above. Substantial elements of the Group's deferred tax assets and liabilities, primarily relating to the defined benefit pension obligation, are greater than one year in nature.

Basic earnings per share has been calculated by dividing the profit attributable to owners of the parent of £124.9m (2024: £112.5m profit) by the weighted average number of ordinary shares of the Company. 

Weighted average shares

2025

2024

Number (m)

Number (m)

Weighted average number of ordinary shares for the purpose of basic earnings per share

874.4

862.4

Effect of dilutive potential ordinary shares:

-   Share options

10.8

21.1

Weighted average number of ordinary shares for the purpose of diluted earnings per share

885.2

883.5

Contingently issuable shares are included in the calculation for the weighted average number of ordinary shares used for basic earnings per share.

Earnings per share calculation

52 weeks ended 29 March 2025

52 weeks ended 30 March 2024

Basic

Dilutive effect of share options

Diluted

Basic

Dilutive effect of share options

Diluted

 Profit after tax (£m)

124.9

124.9

112.5

112.5

 Weighted average number of shares (m)

874.4

10.8

885.2

862.4

21.1

883.5

 Earnings per share (pence)

14.3

(0.2)

14.1

13.0

(0.3)

12.7

Dilutive effect of share options

The dilutive effect of share options is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The only dilutive potential ordinary shares of the Company are share options and share awards. A calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the share awards and the subscription rights attached to the outstanding share options. 

No adjustment is made to the profit or loss in calculating basic and diluted earnings per share.

Adjusted earnings per share ('Adjusted EPS')

Adjusted earnings per share is defined as trading profit less net regular interest, less a notional tax charge at 25.0% (2024: 25.0%) divided by the weighted average number of ordinary shares of the Company.

Net regular interest is defined as net finance cost after excluding other finance cost and other finance income.

Trading profit and Adjusted EPS have been reported as the directors believe these assist in providing additional useful information on the underlying trends, performance and position of the Group.

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Trading profit (note 3)

                187.8

179.5

Less net regular interest

(18.5)

(21.6)

Adjusted profit before taxation

                 169.3

157.9

Notional tax at 25.0% (2024: 25.0%)

(42.3)

(39.5)

Adjusted profit after taxation

                 127.0

118.4

Average shares in issue (m)

                874.4

862.4

Adjusted basic EPS (pence)

                   14.5

13.7

Dilutive effect of share options

(0.2)

(0.3)

Adjusted dilutive EPS (pence)

                   14.3

13.4

Net regular interest

Net finance cost

(19.8)

(26.3)

Exclude other finance cost

                     3.0

                   5.2

Exclude write-off of financing costs

                     1.4

-

Exclude other finance income

(3.1)

(0.5)

Net regular interest

(18.5)

(21.6)

7.   Retirement benefit schemes

Defined benefit schemes

The Group operates a number of defined benefit schemes under which current and former employees have built up an entitlement to pension benefits on their retirement. These are as follows:

§

The RHM Pension Scheme

§

Premier Grocery Products Ireland Pension Scheme ('PGPIPS')

§

Premier Foods Ireland Pension Scheme

§

Chivers 1987 Pension Scheme

The Premier Foods Pension Scheme and the Premier Grocery Products Pension Scheme were merged with the RHM Pension Scheme in 2020 on a "segregated" basis as three sections in the RHM Pension Scheme - the RHM Section, the Premier Foods Section and the Premier Grocery Products Section - each with its own separate pool of assets and its own liabilities.

With effect from 29 March 2025, the RHM Pension Scheme was "desegregated" with the liabilities of all three sections now paid from a single pool of assets (the 'desegregation').  As a result the following disclosures are presented on a combined basis.

The exchange rates used to translate the overseas euro-based schemes are £1.00 = €1.1903 (2024: £1.00 = €1.1587 for the average rate during the period, and £1.00 = €1.1956 (2024: £1.00 = €1.1699) for the closing position at period-end.

All defined benefit schemes are held separately from the Company under Trusts. Trustees are appointed to operate the schemes in accordance with their respective governing documents and pensions law. The schemes meet the legal requirement for member nominated trustees' representation on the trustee boards. Trustee directors undertake regular training and development to ensure that they are equipped appropriately to carry out the role. In addition, each trustee board has appointed professional advisors to give them the specialist expertise they need to support them in the areas of investment, funding, legal, covenant and administration.

The trustee boards generally meet at least four times a year to conduct their business. To support these meetings, certain aspects of the schemes' operation are delegated to give specialist focus (e.g. investment, administration and compliance) to committees for which further meetings are held as appropriate throughout the year. These committees regularly report to the full trustee boards.

The schemes invest through investment managers appointed by the trustees in a broad range of assets to support the security and funding of their pension obligations. Asset classes used include government bonds, private equity, absolute return products, swaps, infrastructure, illiquid credits and global credits.

The scheme assets do not include any of the Group's own financial instruments, nor any property occupied by, or other assets used by, the Group.  The RHM Pension Scheme currently holds a security over the assets of the Group, which ranks pari passu with the banks and bondholders in the event of insolvency, up to a cap.

The schemes incorporate a Liability Driven Investment (LDI) strategy to more closely match the assets with changes in value of liabilities. The RHM Pension Scheme uses assets including interest rate and inflation swaps, index-linked bonds and infrastructure in its LDI strategy.

In setting the investment strategy, the primary concern for the trustee of the RHM Pension Scheme is to act in the best financial interests of all beneficiaries, seeking the best return that is consistent with a prudent and appropriate level of risk. This includes the risk that environmental, social and governance factors, including climate change, negatively impact the value of investments held if not understood and evaluated properly. The trustee considers this risk by taking advice from its investment advisors when choosing asset classes, selecting managers, and monitoring performance.

The main risks to which the Group is exposed in relation to the funded pension schemes are as follows:

·     

Liquidity risk -The RHM Pension Scheme is currently in surplus, but subsequent valuations could reveal a deficit. As such, this could have an adverse impact on the financial position of the Group. The Group continues to monitor the pension risks closely working with the trustees to ensure a collaborative approach.

·     

Mortality risk - the assumptions adopted make allowance for future improvements in life expectancy. However, if life expectancy improves at a faster rate than assumed, this would result in greater payments from the schemes and consequently, increases in the schemes liabilities. The trustees review the mortality assumption on a regular basis to minimise the risk of using an inappropriate assumption.

·     

Yield risk - a fall in government bond yields will increase the schemes liabilities and certain of the assets. However, the liabilities may grow by more in monetary terms, thus increasing the deficit in the scheme.

·     

Inflation risk - the majority of the schemes liabilities increase in line with inflation and so if inflation is greater than expected, the liabilities will increase.

·     

Investment risk - the risk that investments do not perform in line with expectations.

The exposure to the yield and inflation risks described above can be hedged by investing in assets that move in the same direction as the liabilities in the event of a fall in yields, or a rise in inflation. The RHM Pension Scheme as a whole invests directly in interest rate and inflation swaps to protect from fluctuations in interest rates and inflation and so has largely hedged inflation and interest rate exposure to the extent of its funding level. 

The liabilities of the schemes are approximately 35.0% in respect of former active members who have yet to retire and approximately 65.0% in respect of pensioner members already in receipt of benefits.

The weighted average duration of the pension liabilities in the RHM Pension Scheme is 13.0 years.

All pension schemes are closed to future accrual.

At the balance sheet date, the combined principal accounting valuation assumptions were as follows:

At 29 March 2025

At 30 March 2024

Discount rate

5.75%

4.80%

Inflation - RPI

3.05%

3.15%

Inflation - CPI

2.65%

2.75%

Future pension increases

-       RPI (min 0.0% and max 5.0%) 

2.80%

2.90%

-       CPI (min 3.0% and max 5.0%)

3.50%

3.55%

For the smaller overseas schemes, the discount rate used was 3.7% (2024: 3.3%) and future pension increases were 1.8% (2024: 2.1%).

At 29 March 2025 and 30 March 2024, the discount rate was derived based on a bond yield curve expanded to also include bonds rated AA by one credit agency (and which might, for example, be rated A or AAA by other agencies).

The Group continued to set RPI inflation in line with the market break-even expectations less an inflation risk premium. The inflation risk premium of 0.3% (2024: 0.3%), reflects an allowance for additional market distortions caused by the RPI reform proposals.

The Group has set the CPI assumption by assuming it is 0.9% p.a. lower than RPI pre 2030 (2024: 0.9% lower pre 2030), reflecting UKSA's stated intention to make no changes before 2030, and 0.1% lower than RPI post 2030 (2024: 0.1% lower post 2030), this being our expectation of the long-term average difference between CPI and CPI-H. Using this approach, the assumed difference between the RPI and CPI is an average of 0.4% (2024: 0.4%) p.a.

The assumptions take into account the timing of the expected future cashflows from the pension schemes.

The mortality assumptions are based on the latest standard mortality tables at the reporting date. The directors have considered the impact of the recent Covid-19 pandemic on the mortality assumptions and consider that use of the updated Continuous Mortality Improvement ('CMI') 2023 projections for the future improvement assumption is a reasonable approach.

The life expectancy assumptions are as follows

At 29 March 2025

At 30 March 2024

Male pensioner, currently aged 65

85.0

84.6 - 86.3

Female pensioner, currently aged 65

87.3

87.0 - 88.1

Male non-pensioner, currently aged 45

86.1

85.8 - 87.2

Female non-pensioner, currently aged 45

89.0

88.8 - 89.5

A sensitivity analysis on the principal assumptions used to measure the scheme liabilities at the period is as follows:

Change in assumption

Impact on scheme liabilities

Discount rate

Increase/decrease by 0.1%

Decrease/increase by £31.2m/£31.8m

Inflation

Increase/decrease by 0.1%

Increase/decrease by £14.0m/£13.9m

Assumed life expectancy at age 60 (rate of mortality)

Increase/decrease by 1 year

Increase/decrease by £88.9m/£91.8m

The sensitivity information has been derived using projected cash flows for the schemes valued using the relevant assumptions and membership profile as at 29 March 2025. Extrapolation of these results beyond the sensitivity figures shown may not be appropriate.

Following the desegregation the disclosure of assets and liabilities are presented in total for the current and prior periods as outlined in the tables below.

As at 29 March 2025

As at 30 March 2024

Total

% of total

Total

% of total

£m

£m

Assets with a quoted price in an active market:

Government bonds

951.0

29.6

1,235.4

34.6

Cash

47.7

1.5

41.3

1.2

Assets without a quoted price in an active market:

Global equities

1.8

0.1

2.1

0.1

Government bonds

31.7

1.0

34.1

1.0

Corporate bonds

10.8

0.3

11.4

0.3

Global property

382.5

11.9

448.6

12.5

Absolute return products

227.8

7.1

244.6

6.9

Infrastructure funds

383.9

11.9

378.5

10.5

Interest rate swaps

224.5

7.0

241.6

6.8

Inflation swaps

19.3

0.6

24.0

0.7

Private equity

334.9

10.4

365.5

10.3

LDI

7.1

0.2

7.2

0.2

Global credit

304.0

9.5

181.2

5.1

Illiquid credit

186.9

5.8

263.3

7.4

Cash

4.0

0.1

4.2

0.1

Other

94.9

3.0

82.0

2.3

Fair value of scheme assets

3,212.8

100%

3,565.0

100%

For assets without a quoted price in an active market, fair value is determined with reference to net asset value statements provided by third parties.

Pension assets have been reported using either 28 March 2025 valuations where daily valuations are available or 31 March 2025 valuations for monthly valued funds. As is usual practice for pensions assets where valuations at these dates were not available, the most recent valuations (predominantly at 31 December 2024) have been rolled forward for cash movements to 29 March 2025 and recognised as lagged valuations. This is considered by management the most appropriate estimate of valuations for these assets using the information available at the time. At 29 March 2025, the financial statements include £399.0m of assets (2024: £363.8m) using lagged valuations and were these lagged valuations to move by 1.0% there would be a £4.0m (2024: £3.6m) impact on the fair value of scheme assets. This approach is principally relevant for Private Equity, Property Assets, Illiquid Credits and Global Credits asset categories. Pension assets valuations are subject to estimation uncertainty due to market volatility, which could result in a material movement in asset values over the next 12 months.  The amounts recognised in the balance sheet arising from the Group's obligations in respect of its defined benefit schemes are as follows:

As at 29 March 2025

As at 30 March 2024

£m

£m

Present value of defined benefit obligation

(2,564.1)

(2,963.5)

Fair value of plan assets

3,212.8

3,565.0

Surplus in schemes

648.7

601.5

The aggregate surplus of £601.5m has increased to a surplus of £648.7m in the current period. This increase of £47.2m (2024: £164.0m decrease) is primarily due to higher net interest income on scheme assets and remeasurement gains on scheme liabilities more than offsetting remeasurement losses on scheme assets. Further details are provided later in this note.

Changes in the present value of the defined benefit obligation were as follows:

As at 29 March 2025

As at 30 March 2024

£m

£m

Defined benefit obligation at 31 March 2024 / 2 April 2023

(2,963.5)

(3,027.3)

Finance cost

(136.7)

(139.7)

Remeasurement gain

352.4

16.6

Exchange differences

0.9

1.4

Benefits paid

182.8

185.5

Defined benefit obligation at 29 March 2025 / 30 March 2024

(2,564.1)

(2,963.5)

Changes in the fair value of plan assets were as follows:

As at 29 March 2025

As at 30 March 2024

£m

£m

Fair value of scheme assets at 31 March 2024 /  2 April 2023

3,565.0

3,792.8

Finance income on scheme assets

165.5

176.9

Remeasurement losses

(338.8)

(254.3)

Administrative costs

(9.0)

(5.6)

Contributions by employer

9.2

38.7

Additional employer contribution1

5.0

3.8

Exchange differences

(1.3)

(1.8)

Benefits paid

(182.8)

(185.5)

Fair value of scheme assets at 29 March 2025 / 30 March 2024

3,212.8

3,565.0

1 Contribution by the Group to the Premier schemes prior to de-sectionalisation due to the payment of dividends during the year.

The reconciliation of the net defined benefit surplus over the period is as follows:

As at 29 March 2025

As at 30 March 2024

£m

£m

Surplus in schemes at 31 March 2024 / 2 April 2023

601.5

765.5

Amount recognised in profit or loss

19.8

31.6

Remeasurements recognised in other comprehensive income

13.6

(237.7)

Contributions by employer

9.2

38.7

Additional employer contribution1

5.0

3.8

Exchange differences recognised in other comprehensive income

(0.4)

(0.4)

Surplus in schemes at 29 March 2025 / 30 March 2024

648.7

601.5

Remeasurements recognised in the consolidated statement of comprehensive income are as follows:

52 weeks ended 29 March 2025

52 weeks ended 30 March 2024

Total

Total

£m

£m

Remeasurement gain on scheme liabilities

352.4

16.6

Remeasurement loss on scheme assets

(338.8)

(254.3)

Net remeasurement gain/(loss) for the period

13.6

(237.7)

The actual return on scheme assets was a £173.3m loss (2024: £77.4m loss), which is £338.8m less (2024: £254.3m less) than the finance income on scheme assets of £165.5m (2024: £176.9m).

The remeasurement gain on liabilities of £352.4m (2024: £16.6m gain) comprises a gain due to changes in financial assumptions of £344.0m (2024: £6.9m gain), a gain due to member experience of £1.9m (2024: £21.2m loss) and a gain due to demographic assumptions of £6.5m (2024: £30.9m gain).

The Group expects to contribute £7.0m annually to its defined benefit schemes in relation to expenses and government levies up in the 52 weeks to 28 March 2026.  An agreement has been reached with the RHM Pension Scheme Trustee to suspend deficit contributions payments from 1 April 2024, as a result of this agreement, the Group has entered into a Letter of Credit in favour of the Scheme, equal to the suspended deficit contributions.

Following the merger and subsequent de-sectionalisation, the Group has concluded that there is no change currently to the surplus recognition so the asset has not been restricted and no additional liability has been recognised.

The Virgin Media Limited v NTL Pension Trustees II Limited decision, handed down by the High Court on 16 June 2023, considered the implications of Section 37 of the Pension Schemes Act 1993. Section 37 of the Pension Schemes Act 1993 only allowed the rules of contracted-out schemes in respect to benefits, to be altered where certain requirements were met. Following an appeal on 25 July 2024, the Court of Appeal upheld the High Court's decision, that the statutory actuarial confirmation was required, and without this, alterations to schemes were void. There is also potential for legislative intervention following industry lobbying efforts that may retrospectively validate certain rule amendments.

The Trustee has begun the process of assessing amendments to identify any matters that might indicate a material risk of non-compliance with Section 37 of the Pension Schemes Act 1993.  At the date of signing none had been identified.

The total amounts recognised in the consolidated statement of profit or loss are as follows:

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Period ended 29 March 2025 / 30 March 2024

Operating profit

Administrative costs

(9.0)

(5.6)

Net finance credit

28.8

37.2

Total credit

19.8

31.6

A number of companies in the Group operate defined contribution schemes, including provisions to comply with auto enrolment requirements laid down by law. In addition, a number of schemes providing life assurance benefits only are operated. The total expense recognised in the statement of profit or loss of £10.8m (2024: £10.2m) represents contributions payable to the schemes by the Group at rates specified in the rules of the schemes. 

8.   Notes to the cash flow statement

Reconciliation of profit before taxation to cash flows from operations

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Profit before taxation

                161.3

151.4

Net finance cost

                  19.8

26.3

Operating profit

                181.1

177.7

Depreciation of property, plant and equipment

                  19.6

19.5

Amortisation of intangible assets

                  26.3

25.8

Impairment of non-current assets¹

                     -  

                   6.2

Net gain on disposal of non-current assets

                   (0.2)

(0.2)

Fair value movements on foreign exchange and other derivative contracts

                   (0.3)

1.1

Net finance income on pensions and administrative expenses

                 (19.8)

                (31.6)

Equity-settled employee incentive schemes

                    4.6

4.4

Increase in inventories

                   (2.6)

(7.5)

Decrease/(increase) in trade and other receivables

                    2.3

(16.9)

(Decrease)/increase for other payables and provisions

                   (8.2)

10.4

Additional employer contribution²

                   (5.0)

(3.8)

Contribution to defined benefit pension schemes

                   (9.2)

(38.7)

Cash generated from operations

                188.6

146.4

¹ Impairment of non-current assets in the prior year primarily relates to the closure of the Knighton and Charnwood sites.

²Contribution by the Group to the Premier sections (prior to the de-sectionalisation) due to the payment of dividends during the year.

Reconciliation of cash and cash equivalents to net borrowings

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Net inflow of cash and cash equivalents

89.2

38.9

Movement in lease liabilities

2.3

1.1

Debt issuance costs in the period

3.8

0.5

Other non-cash movements

(3.3)

(1.8)

Decrease in borrowings net of cash

92.0

38.7

Total net borrowings at beginning of period

(235.6)

(274.3)

Total net borrowings at end of period

(143.6)

(235.6)

Analysis of movement in borrowings

As at
31 March 2024

Cash flows

Non-cash finance costs

Other
non-cash movements

As at
29 March 2025

£m

£m

£m

£m

£m

Cash and bank deposits

             102.3

        89.2

             -  

                 -  

             191.5

Net cash and cash equivalents

             102.3

        89.2

             -  

                 -  

             191.5

Borrowings - Senior Secured Fixed Rate Notes maturing October 2026

          (330.0)

             -  

             -  

                 -  

            (330.0)

Lease liabilities³

            (12.2)

          3.4

         (0.7)

            (0.4)

                (9.9)

Gross borrowings net of cash1

          (239.9)

        92.6

         (0.7)

            (0.4)

            (148.4)

Debt issuance costs2

                 4.3

          3.8

         (1.9)

            (1.4)

                 4.8

Total net borrowings1

          (235.6)

        96.4

         (2.6)

            (1.8)

            (143.6)

1 . Borrowings exclude derivative financial instruments

2 The non-cash finance costs movement in debt issuance costs relates to the amortisation of capitalised borrowing costs and other non-cash movements relates to the write off of previously capitalised borrowing costs.

³ The non-cash finance costs relate to IFRS16 interest.

Cash outflows of £3.4m (2024: £2.6m) in relation to repayments of lease liabilities have been included in the consolidated statement of cash flows, including £0.7m included in finance costs paid within cash flows from operating activities.

The Group has the following cash pooling arrangements in sterling, euros and US dollars, where both the Group and the bank have a legal right of offset.

As at 29 March 2025

As at 30 March 2024

£m

£m

Offset asset

Offset liability

Net offset asset

Offset asset

Offset liability

Net offset asset

Cash, cash equivalents and bank overdrafts

2.0

           -  

2.0

16.0

(12.5)

3.5

The following table shows the carrying amounts (which approximate to fair value except as noted below) of the Group's financial assets and financial liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Set out below is a summary of methods and assumptions used to value each category of financial instrument.

As at 29 March 2025

As at 30 March 2024

Carrying amount

Fair
value

Carrying amount

Fair
value

£m

£m

£m

£m

Financial assets at amortised cost:

Trade and other receivables

                61.2

                 61.2

              72.7

        72.7

Cash and cash equivalents

              191.5

               191.5

           102.3

      102.3

Financial assets at fair value through profit or loss:

Trade and other receivables

                14.1

                 14.1

                7.8

           7.8

Derivative financial instruments 

- Forward foreign currency exchange contracts 

                  0.1

                   0.1

                  -  

             -  

Financial liabilities at fair value through profit or loss:

Derivative financial instruments

- Forward foreign currency exchange contracts

                 (0.6)

                 (0.6)

            (0.8)

        (0.8)

Other financial liabilities at fair value through profit or loss:

- Deferred contingent consideration

               (18.8)

               (18.8)

          (19.1)

       (19.1)

Financial liabilities at amortised cost:

Trade and other payables

             (250.0)

             (250.0)

         (255.8)

    (255.8)

The following table presents the Group's assets and liabilities that are measured at fair value using the following fair value measurement hierarchy:

·     

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

·     

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

·     

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

As at 29 March 2025

As at 30 March 2024

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

£m

£m

£m

£m

£m

£m

Financial assets at fair value through profit or loss:

Trade and other receivables

-

11.7

2.4

-

4.9

2.9

Derivative financial instruments

- Forward foreign currency exchange contracts

-

0.1

-

-

-

-

Financial liabilities at fair value through

profit or loss:

Derivative financial instruments 

- Forward foreign currency exchange contracts

-

(0.6)

-

-

(0.8)

-

Other financial liabilities at fair value through

profit or loss:

-Deferred contingent consideration

-

-

(18.8)

-

-

(19.1)

Financial liabilities at amortised cost:

Senior secured notes

(325.0)

-

-

(315.0)

-

-

10.  Bank and other borrowings

As at

As at

29 March 2025

30 March 2024

£m

£m

Current:

Lease liabilities

             (1.9)

                (2.7)

Total borrowings due within one year

               (1.9)

                  (2.7)

Non-current:

Transaction costs1

                4.8

                   4.3

Senior secured notes

            (330.0)

               (330.0)

            (325.2)

               (325.7)

Lease liabilities

               (8.0)

                  (9.5)

Total borrowings due after more than one year

            (333.2)

               (335.2)

Total bank and other borrowings

            (335.1)

               (337.9)

1Included in transaction costs is £3.2m (2024: £1.6m) relating to the revolving credit facility.

Secured senior credit facility - revolving

During the period, the Group signed a new five-year revolving credit facility (RCF) agreement with an increased facility limit of £227.5m (prior facility £175.0m). Transactions costs of £3.8m were capitalised in relation to this extension. The RCF attracts a leverage-based margin of between 1.8% and 3.5% above SONIA.

The covenant package attached to the revolving credit facility is:

Net debt/ EBITDA1

Net debt / Interest1

2025 FY

3.50x

3.00x

2026 FY

3.50x

3.00x

1Net debt, EBITDA and Interest are as defined under the revolving credit facility agreement.

Senior secured notes

The senior secured notes are listed on the Irish GEM Stock Exchange. The notes totalling £330m mature in October 2026 and attract an interest rate of 3.5%.

The following dividends were declared and paid during the period:

52 weeks ended

52 weeks ended

29 March 2025

30 March 2024

£m

£m

Ordinary final of 1.728 pence per ordinary share (2024: 1.44 pence)

                    14.9

                  12.4

After the balance sheet date, a final dividend for the period ended 29 March 2025 of 2.80 pence per qualifying ordinary share (2024: 1.728 pence) was proposed for approval at the Annual General Meeting on 17 July 2025 and will be payable on 25 July 2025. Dividend distributions are recognised as a liability in the period in which the dividends are approved by Group's shareholders.

The Group has capital expenditure on property, plant and equipment contracted for at the end of the reporting period but not yet incurred at 29 March 2025 of £15.3m (2024: £17.3m).

There were no material contingent liabilities at 29 March 2025 (2024: none).

14.  Related party transactions

There has been no material change to transactions with related parties during the period.  

On 15 May 2025, the directors have proposed a final dividend of 2.80 pence for the period ended 29 March 2025 for approval at the Annual General Meeting. See note 11 for more details.

On 15 May 2025 the Group announced the Revolving Credit Facility had been increased to £282.5m, exercising an accordian option within the facility agreement.

Origin:
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