Annual Report and

Financial Statements 2024

Trusted partner,

innovating every bite

Fuelled by insight, expertise and

apassion for food, we are dedicated

toreimagine the food industry.

Asatrusted partner, we collaborate

closely with our customers to deliver

award-winning innovation across

products and processes. And, by

innovating every bite, we’re driving

long-term, sustainable growth.

Read more about how we innovate

food and enhance lives on pages 14 to 19.

About us

Overview

Hilton Foods at a glance 02

A growth story 04

2024 overview 05

Strategic report

Chairman’s introduction 08

Chief Executive’s summary 10

Business Model 12

Our strategy 14

Performance and financial review 20

2024 Financial performance 22

Risk management and principal risks 24

Stakeholder engagement (Section 172) 32

Sustainability 37

Financial statements

Consolidated income statement 133

Consolidated statement of

comprehensive income

134

Consolidated and Company balance sheet 135

Consolidated and Company statement

of changes in equity

137

Consolidated and Company cash

flow statement

139

Notes to the financial statements 140

Glossary 186

Governance

Our Board 83

Governance at a glance 85

Board activities 87

Corporate governance statement 88

Director’s report 92

Report of the Audit Committee 94

Report of the Nomination Committee 97

Directors’ remuneration report 99

Statement of Directors’ responsibilities 123

Independent auditor’s report 124

Additional information

Registered office and advisors 188

Visit the Hilton Foods Website

Page

Contents

Page

132

Hilton Food Group PLC Annual Report and Financial Statements 2024 01Overview

Strategic report

Governance

Financial statements

Additional information

Hilton Foods at a glance

Our diversified food

and supply chain

services business…

7,500

people globally

markets served

internationally

£73.5m

capital investment in 2024

The five pillars of Hilton Foods

Meat

High quality,

efficiently processed,

expertly packed

Seafood

Responsibly

and sustainably

sourced

Vegan and vegetarian

Meat substitute

products ranging

from cutlets to kievs

Easier meals

Slow-cooked, ready

to cook or ready

to eat convenience

Supply chain services

Consultancy

in supply chain

logistics

high-performance

facilities

Hilton Food Group PLC Annual Report and Financial Statements 2024 02Overview

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Governance

Financial statements

Additional information

Hilton Foods at a glance

continued

…well placed to meet our

international consumer needs

Middle East

Saudi Arabia – JV launching H2 2026

Saudi Arabia

North America

Canada – launching early 2027

Canada

APAC

Australia

New Zealand

UK, Ireland and Europe

Ireland

United

Kingdom

Greece

Portugal

Sweden

Netherlands

Central Europe

Denmark

Hilton Food Group PLC Annual Report and Financial Statements 2024 03Overview

Strategic report

Governance

Financial statements

Additional information

A growth story

30 years of growth

and success

1994

Hilton Foods first factory

opens in Huntingdon, UK.

Our unique business model and competitive

advantage have been key drivers of our

growth, making Hilton Foods a trusted

partner, internationally. These strengths

have fuelled our expansion over the past

30 years and continue to position us for

future international growth and success.

£10m

Revenue

Colleagues

2027

Canada

goes live.

2000

First European

factory opens in

the Netherlands.

2002

First warehouse

automation.

2006

Expansion into

Central Europe.

2004

European

footprintexpands

with new facilities

inIreland

and Sweden.

2007

Hilton Foods floats

on the London

Stock Exchange.

Adoption of first

production line robotics

for crate loading.

2012

Our first robotic store

order picking system

isdesigned.

2013

Expansion

into the APAC

region through

a joint venture

with Woolworths

Australia.

2017

Joint venture

established with

Foods Connected.

Acquisition of

UK-based Seachill.

Enter the Portuguese

market via a joint

venture with Sonae.

2021

Enter the UK food service market

through acquisition of Fairfax Meadow.

Acquire 100% of the Dalco vegan

and vegetarian business.

Our first Food Park facility opens

inNew Zealand.

2011

Hilton Foods factory

opens in Denmark.

2015

Our second

Australian facility

opens in Victoria.

2019

Our third, automated Australian facility opens in Queensland.

Enter the fresh food market in Central Europe.

Joint venture with vegan and vegetarian business Dalco.

Expand into Sous Vide in the UK.

2020

Acquire 100% of the

Australian joint venture.

2022

Acquisition of Foppen smoked

salmon business.

Joint venture with automation

specialist Agito.

2023

New Food Park in

Sweden launches.

80% acquisition of Evolve 4

software business.

2016

Hilton Food

Solutions our

meat and fish

wholesaler

is established.

£4bn Revenue

2024

7,500 Colleagues

2025

Enter the Middle East

through joint venture

with NADEC.

Hilton Food Group PLC Annual Report and Financial Statements 2024 04Overview

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Governance

Financial statements

Additional information

2024 overview

Performance and

financial overview

Adjusted operating profit (£m)

024

104.7

023

95.0

022

71.1

021

73.6

020

67.0

024

131.4

023

139.7

022

211.6

021

84.6

020

122.2

Net bank debt (£m)

Revenue (£m)

024

3,988.3

023

3,989.5

022

3,847.6

021

3,302.0

020

2,774.0

£4.0bn

(2023: £4.0bn)

Group revenue up 1.9%

onaconstant currency basis,

underpinned by growth

across all regions

£104.7m

(2023: £95.0m)

Adjusted operating

profit up 11.9%

61.0p

(2023: 52.8p)

Adjusted basic earnings

per share up 15.5%

£183.8m

(2023: £216.1m)

Strong cash flow generated

fromoperations

£98.8m

(2023: £86.1m)

Operating profit up 14.8%

43.7p

(2023: 40.6p)

Basic earnings

per share up 7.6%

540,239t

(2023: 517,347t)

Volume growth of 4.4%

34.5p

(2023: 32.0p)

Proposed final dividend of

24.9p, taking total dividend

for 2024 to 34.5p

Read more in the Chairman’s

introduction on page 08.

Our team’s commitment

has driven strong

progress across our

strategic objectives,

fuelling growth

and new expansion

opportunities.”

Steve Murrells CBE

Group Chief Executive Officer

Hilton Food Group PLC Annual Report and Financial Statements 2024 05Overview

Strategic report

Governance

Financial statements

Additional information

Growing our

global footprint

▶ We will leverage our strengths in food

processing, innovation, quality, service

and value to accelerate growth.

▶ In 2024 we continued to expand our

international footprint through our

existing customer relationships and

developing new partnerships in Saudi

Arabia and Canada.

Building further expertise

as a supply chain partner

▶ Strengthening our role as a supply

chain expert enables us to positively

impact key stages throughout our food

supply chains.

▶ Throughout 2024 our Australian

and New Zealand businesses were

recognised as Woolworths Food

Supplier of the Year.

Expanding our

multi-category offer

▶ We are driving organic and

incremental growth through our

multi-category expertise in meat,

seafood, vegan and vegetarian,

easier meals and supply chain

service offerings.

▶ In 2024 we launched new seafood

andslow-cooked meat product ranges

through cross selling into our existing

international markets.

Leverage technology

as a driver of value

▶ We are leveraging technology,

including automation and specialist

food systems, to enhance efficiency,

reduce labour reliance and drive value

across the supply chain.

▶ In 2024 we continued to deploy a

strategic automation programme

across our UK businesses which

positions this region well to effectively

navigate the external environment.

Delivering against

our objectives

Sustainable Protein Plan highlightsStrategic highlights

2024 overview

continued

People

81%

colleague engagement

score in 2024 employee

engagement survey

100%

of our own

operations audited

40%

female representation

ambition by 2035

aligning with the Food

Business Charter

Read more on page 48.

score for Climate Change –

top 1.5% of businesses

-32%

reduction in

Scope 1 and 2 emissions

79%

renewable

electricity globally

1,692

tonnes of plastic

reduced in

our packaging

-47%

reduction in food

waste globally

91%

of our packaging

is now kerbside recyclable

in Australia

Read more on page 53. Read more on page 58.

Planet Product

Hilton Food Group PLC Annual Report and Financial Statements 2024 06Overview

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Additional information

From specialist butchery to

improving the taste and texture

of meat alternatives, we’re

developing innovative culinary

solutions that meet consumer

needs now and in the future.

Strategic report

Chairman’s introduction 08

Chief Executive’s summary 10

Business model 12

Our strategy 14

Performance and financial review 20

2024 Financial performance 22

Risk management and principal risks 24

Stakeholder engagement 32

Sustainability 37

Hilton Food Group PLC Annual Report and Financial Statements 2024 07

Overview

Strategic report

Governance

Financial statements

Additional information

Chairman’s introduction

Driving innovation to

enhance the food we produce

Robert Watson led the Hilton Foods Board

during 2024 before stepping down on

31 December 2024. I joined the Board on

1 October 2024, initially as a Non-Executive

Director before taking over as Board Chair

on 1 January 2025. I am delighted to have

joined this fantastic business, built over

30years by Robert and fellow founder Philip

Heffer, with great people and an excellent

leadership team.

Strategic progress

This business has strong foundations.

Our long-standing customer relationships,

global scale, and product and technology

expertise have enabled us to make continued

strategic progress – even in another

year marked by ongoing political and

economic uncertainties.

During the year, investments delivered

through our automation programme

have strengthened our long-term

operational resilience, unlocked capacity

and positioned us well to deliver on

future growth opportunities. We are also

creating new growth opportunities by

expanding our customer base through new

retail partnerships.

Our new Canadian facility is on track, with

operations expected to commence in early

2027. Meanwhile, the recently announced

NADEC joint venture, due to launch in the

second half of 2026, extends our global reach

into the Middle East, where we see exciting

long-term growth potential.

Group performance

In 2024, we achieved further volume growth,

delivering strong results through sustainable

growth. Our core meat business grew across

all regions, outperforming the market.

The performance of our seafood business

improved and was a significant contributor

to the improved profitability of the UK

and Ireland.

While ongoing market challenges continue

to impact our vegetarian and vegan

business, we have taken proactive measures

to streamline operations – including

consolidating to a single production site.

We remain confident in the category’s

long-term opportunities.

In 2024, we generated strong operating cash

flows, enabling further significant investment

in our facilities. These investments are

increasing capacity, improving operational

efficiency and allowing us to deliver

innovative solutions for our retailer partners.

We have a robust balance sheet operating

comfortably within our banking covenants.

We are well-positioned to continue to invest

to support our growth.

Our performance has been delivered by an

excellent team of people across the whole

Group and I would like to thank them for their

continued hard work and commitment.

Dividend policy

The Board is pleased to maintain a progressive

dividend policy and remains confident that

this continues to be appropriate. With the

I am delighted to be

joining a fantastic

business, with great

people and an excellent

leadership team.”

Mark Allen OBE

Chairman

proposed final dividend of 24.9p per ordinary

share, total dividends in respect of 2024

willbe 34.5p per ordinary share, an increase

of7.8% compared to last year.

Our Board, purpose and governance

The Hilton Foods Board is responsible

for the long-term success of the Group

and establishing its purpose, values and

strategy aligned with its desired culture.

Our purpose is to partner with leading retail

and food service customers to produce high

quality food products at scale. Our principle

of partnership extends to our suppliers,

colleagues and the communities in which

we operate. We enable success through

our passion for innovation, improving

supply chains, processes and packaging,

and continually developing our product

ranges to best meet consumer needs. As an

international food processor and supply chain

specialist, we create efficiency and flexibility,

delivering growth for stakeholders.

To achieve this, the Board has an appropriate

mix of skills, depth and diversity and

arange of practical business experience,

which is available to support and guide our

management teams across a wide range

ofcountries, continuing to address succession

planning and maintaining a talent pipeline.

We balance good governance with an agile,

entrepreneurial approach, considering

workforce and stakeholder interests in all

decisions. I would like to thank my colleagues

on the Board for their support, counsel

and expertise.

Hilton Food Group PLC Annual Report and Financial Statements 2024 08Overview

Strategic report

Governance

Financial statements

Additional information

Sustainability

Sustainability is written into the way we

work and is strategically aligned with our

customer’s priorities. Our 2025 Sustainable

Protein Plan targets reflect our ambition to

make proteins more sustainable, and we

are on track to achieve most of our original

targets, a year ahead of schedule.

In 2024 we published our inaugural Transition

Plan, setting out a road map to becoming

a net zero company by 2048, two years

ahead of our original target. The plan sets

out five areas where we see opportunities

for faster reductions in carbon emissions,

from reducing operational emissions,

through to lowering methane from livestock.

Our Transition Plan is one of the first of its

kind in the sector and demonstrates our

commitment to driving change.

We have made excellent progress in

improving all three of our Carbon Disclosure

Project scores from last year even as the bar

becomes more challenging. We scored an A

for climate, A- for forests and, in our first year

of disclosure, a B for water. This isafantastic

set of scores and puts us among top

businesses globally. We have also cut the

amount of food waste in our factories by 47%

since 2020 by harnessing our strengths in

technology and supply chain management

to innovate at every stage of the food chain.

By the end of 2025, we will be using 100%

renewable electricity across all our operations

in the UK and Europe.

Our scale, our partnerships and our supply

chain expertise gives us a vantage point

which helps us to deliver positive change,

shaping the future of food. The progress we

have made has been particularly notable in

light of rising prices and global instability over

the past few years. We continue to focus on

building impactful partnerships, to scale our

work and make aneven bigger difference

to the sustainability challenges we face as

a planet.

People and Culture

We believe the work we do as a business is

crucial for society and brings value to all our

stakeholders. None of this would be possible

without the people who run, manage and

drive the business forward each and every

day. Ensuring the safety, wellbeing and fair

treatment of everyone in our business is

at the centre of everything we do, fuelling

our progress and shaping our future, and

their voices are crucial to the success

ofthe business.

In 2024, we achieved a 47% reduction in

lost time incident severity rate as part of

our continued focus on safety through

creative campaigns that raise awareness

and encourage safe behavioural changes

at work. Through our annual engagement

survey, wellbeing, continued opportunities

for growth and inclusion came out as key

priorities. We have established robust internal

systems by integrating a core ethical labour

standard across all global manufacturing

sites, with all our sites successfully completing

SMETA audits in the year.

We also launched our online learning

management system at our UK sites,

offering employees flexible and accessible

opportunities for professional growth.

Robert Watson stepped down from the

Board after more than 20 years with the

business, initially as Chief Executive before

transitioning to Executive Chairman in 2018

and then Non-Executive Chairman in2021.

Robert’s contribution to Hilton Foods,

together with Philip Heffer, is immeasurable

and on behalf of all our people, customers

and investors I want to thank them for

everything that they have done to build this

business into what it is today.

Outlook and current trading

2025 trading has started well. While the

macro backdrop remains uncertain we are

confident that we can deliver further deliver

further earnings growth for the full year, in

line with market expectations. Beyond the

near-term, we are well placed for continued

success with a strong medium-term growth

pipeline and recently secured opportunities

in new geographies, underpinning our

expansion strategy and long-term vision.

Our business model and proposition

continue to prove attractive globally,

presenting further opportunities to expand

and strengthen our presence in key

markets. With our track record of disciplined

execution, financial stability and a pipeline

of strategic opportunities, we are confident

in our ability to create long-term value for

allour stakeholders.

Chairman’s introduction

continued

Annual General Meeting

This year’s Annual General Meeting (AGM)

willbe held at the Hilton Foods offices

at2–8The Interchange, Latham Road,

Huntingdon, Cambridgeshire PE29 6YE,

inan in-person physical meeting format

onTuesday, 20 May 2025, at noon. Please refer

to our website at www.hiltonfoods.com/

investors/agm/ for further guidance.

Mark Allen OBE

Chairman

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 09Overview

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Governance

Financial statements

Additional information

Chief Executive’s summary

Strong profit performance

and volume growth

Overview

In 2024, we delivered solid volume growth,

up 4.4%, across all regions, maintaining

strong momentum against all of our strategic

priorities. This performance was driven by our

core retail meat business – the foundation

of our portfolio – which outperformed

total market growth in every region.

Our seafood operations made significant

progress, delivering enhanced efficiency

and profitability. These improvements

are reflected in our financial results, with

adjusted PBT increasing by 17.1% at constant

currency and by 15.3% on a reported basis.

We are building a business that is

well-positioned for sustainable, long-term

success. We are a scale operator in the

international food industry, offering a highly

relevant, in-demand, product portfolio in

attractive growth markets. Our foundation

is built on long-term customer partnerships

that ensure stable and predictable demand

with a unique operating model and

deep industry expertise – enabling us to

successfully enter new markets and attract

new customers globally. This strategic

position is supported by strong financials

that give us the flexibility to pursue strategic

expansion while maintaining stability and

resilience in the core business.

Region performance

UK and Ireland

This operating segment covers the Hilton

Foods businesses and joint ventures across

the UK and Ireland, including our meat

processing facilities in the UK in Huntingdon,

seafood facilities in Grimsby, our foodservice

business Fairfax Meadow and our Republic

ofIreland meat facility in Drogheda.

The business delivered strong growth in

2024, with volumes increasing by 9.1% and

revenue increasing by 10.6% on a constant

currency basis (10.3% at actual FX rates).

Adjusted operating margins increased to 3.5%

(2023: 2.7%), driven by a strong performance

from the core meat businesses, with seafood

delivering as planned. This performance,

which included record Christmas volumes

across both meat and seafood, contributed

significantly to profit growth across our UK

and Ireland business.

Europe

This operating segment covers the Group’s

meat, easier meals, seafood, vegan and

vegetarian businesses and joint ventures in

Holland, Sweden, Denmark, Central Europe,

Greece and Portugal.

Volumes grew by 1.6%, with revenue

increasing by 3.2% on a constant currency

basis (1.3% at actual FX rates), reflecting

moderating inflationary pressures in meat.

Adjusted operating margins remained stable

at 3.9% (2023: 3.9%).

The vegan and vegetarian market continues

to face changing consumer demand patterns

that are creating structural headwinds.

We have recognised a £9.8m non-cash

impairment charge related to goodwill

acquired with our Dalco business reflecting

the impact of changes in conditions in the

vegan and vegetarian market. We have

responded by consolidating operations

onto a single site and adapting our

approach to address the evolving customer

trends, which are already yielding new

business opportunities.

We have welcomed a new complementary

customer to our facilities inDenmark to

utilise excess capacity, agreed to launch a

frozen burger range in Sweden with ICA

and continue to strengthen our partnership

with Żabka in Central Europe serving a new

market, Romania.

APAC

The Group operates three Australian

processing facilities (Bunbury in Western

Australia, Melbourne and Brisbane)

alongsideour multi-protein food park facility

in Auckland, New Zealand.

I’m incredibly proud of

our strong performance,

with core retail meat

volumes outpacing the

market. The people

at the heart of our

business have been

instrumental in driving

our success.”

Steve Murrells CBE

Group Chief Executive Officer

Revenue Change Adjusted operating profit Change

Region 2024 2023 Reported

Constant

currency 2024 2023 Reported

Constant

currency

UK & Ireland £1,465.9m £1,329.3m 10.3% 10.6% £50.9m £35.5m 43.4% 43.7%

Europe £1,059.0m £1,045.3m 1.3% 3.2% £40.8m £40.9m -0.2% 1.1%

APAC £1,463.4m £1,614.9m -9.4% -6.2% £29.8m £30.2m -1.3% 2.0%

Hilton Food Group PLC Annual Report and Financial Statements 2024 10Overview

Strategic report

Governance

Financial statements

Additional information

Volume growth remained strong at 4.0%,

demonstrating the continued strength

inour core meat category. Revenue declined

6.2% on a constant currency basis (9.4% at

actual FX rates) primarily due to significant

raw material price deflation, particularly in the

first half. In addition, adjusted operating profit

margins improved to 2.0% (2023: 1.9%), despite

the impact of lower interest cost recovery.

Our expertise in supply chain excellence

was recognised when we were named

Woolworths’ supplier of the year in Australia

and New Zealand.

Leading food manufacturer

withhighly relevant products

Hilton Foods is a business driven by a genuine

passion for food innovation. Our food and

innovation experts work collaboratively with

our customers to develop market-leading

ranges that meet evolving consumer

demands and drive volume growth across

allcategories and regions.

At Hilton Foods Australia, we have grown

sales through the relaunch of the barbecue

range including an improved burger range.

In the UK, we have successfully launched

an elevated premium at-home steak

restaurant experience while expanding our

premium Christmas food-to-order products.

Across Europe, we introduced premium tier

range extensions and ranges of healthier

hybrid mince, burger and meatball products

made from beef and poultry.

Throughout 2024, we have continued to

launch initiatives to reduce the use of plastic

in our packaging, which has resulted in

a 1,692 tonne reduction or offset of plastic

use and launched a first-to-market trial of

tray-to-tray packaging circularity in a limited

number ofstores in partnership with one of

our strategic packaging suppliers and Tesco.

Growing across international

markets with significant

expansionpotential

Hilton Foods has unique capabilities to

expand its product portfolio across regions

– selling more proteins and products to our

existing customers around the world. In 2024,

we successfully extended our UK-produced

value-added seafood range to New Zealand

to address the growing consumer demand

for convenient seafood products. We also

expanded into Romania through our Central

European facility by capitalising on our strong

partnerships with Ahold Delhaize and Żabka.

Our geographical expansion reached

asignificant milestone with the recently

announced joint venture with NADEC,

anew customer partnership in Saudi

Arabia – our first entry into the exciting

MiddleEast market, with an estimated

red meat market size of 25m tonnes per

annum. Our operations are scheduled

tocommence in H2 2026, and this venture

aligns with the Kingdom of Saudi Arabia’s

Vision 2030 initiatives that prioritise food

security and offers substantial long-term

growth potential. Our long-term partnership

with Walmart in Canada, where we will

provide comprehensive multi-protein

solutions whilst deploying our state-of-the-art

sorting capabilities, is on track for launch

inearly 2027.

While organic growth and geographical

expansion are our primary growth levers,

we will maintain a disciplined approach to

evaluating M&A opportunities that arise that

could offer strong returns and clear synergies.

Future-ready: consumer

driven supply chain innovation

anddigitaltransformation

Our industry-leading technology is a key

element of our competitive differentiation,

directly addressing critical macro challenges,

including rising labour costs and lower staff

availability, as well as growing demand for

supply chain traceability and transparency.

Through our advanced robotics and

cloud-based infrastructure, we deliver

exceptionally efficient supply chain solutions

that empower retailers to manage their full

end-to-end value chain, from specification

to product quality and production

mapping costs.

The Foods Connected platform strengthens

both our business and our customers’

supply chains by optimising data-led

decision-making that drives cost efficiency

and enables visibility of supply chain risks.

Our category experts continue to pioneer

innovations across our supply chains,

exploring alternative species in seafood and

optimising availability, price and quality

during seasonal peak periods.

Our integrated technology solutions

continue to enhance our core food business,

with significant improvements in complex

automation across our food processing

facilities through our joint venture with

Agito. This year, our UK strategic automation

programme delivered measurable

improvements, including end-of-line robotic

automation, which boosted efficiency and

reduced reliance on labour.

In addition to supporting our core food

business, each of our technology businesses

continues to make progress in unlocking

opportunities to commercialise their

products and services outside the Group.

The Sustainable Protein Plan

The Sustainable Protein Plan underpins

everything we do, and sustainability remains

a key strategic priority for our customers.

Our principle of operating through

partnership extends into sustainability where

we deliver positive change by collaborating

throughout the supply chain. This year,

wehave continued to make progress on

Chief Executive’s summary

continued

our commitments, with a reduction of 32%

inScope 1 and 2 emissions versus 2020 base,

achieving an A CDP score for climate change,

placing us in the top reporting businesses

and we published our inaugural Transition

Plan. We continue to raise our standards with

more ambitious science-based targets, in line

with a 1.5°C pathway, which were validated

in March 2024, and most recently were

founding signatories to the UK Food Business

Charter, committing to an ambition of 40%

female representation by 2035.

Looking forward

Hilton Foods has all the right attributes

todeliver long-term success. We havebuilt

abusiness that is acutely tuned to respond

toevolving consumer preferences and

market dynamics, enabling us to anticipate

demand and drive category growth.

Our competitive advantages are clear:

strength and longevity of partnerships,

industry-leading automation, genuine

sustainability leadership and a strong

track record of launching successful new

product offers.

The strength and the longevity of our

partnerships underpin everything that

wedo, providing stability within our

existing business that creates a strong

platform for growth – whether through

deeper collaboration with existing partners,

developing complementary relationships

orexpanding into new markets. Our financial

strength provides the flexibility to pursue

strategic expansion whilst maintaining our

focus on ensuring that the core business

remains strong and stable.

Steve Murrells CBE

Group Chief Executive Officer

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 11Overview

Strategic report

Governance

Financial statements

Additional information

We supplyWe deliverWe manufacture

Driving efficiency through

our specialisation model

We source We innovate

We source responsibly and in

partnership with our customers

from trusted suppliers. We utilise

high quality raw materials to

industry leading standards

and traceability.

High quality protein

Ingredients

Processing equipment

and resources

Packaging

Multi-category food products

Meat

Seafood

Vegan and

vegetarian

Easier meals

Supply chain services through

our businesses Greenchain

Solutions and Hilton Services

Supply chain services

20 international markets

Leading retailers and

foodservice providers

Brands

Co-manufactured

products in line with

their brand and needs.

Manufacturers

Supply chain services

including software and

automation solutions.

We integrate

We provide integrated supply chain services, including food processing, production, sortation and logistics.

These deliver efficiencies through our market leading technology and automation capability.

Read more on pages 14 to 19.

We process high quality proteins

and ingredients to create high

quality, relevant product ranges,

treating our customers’ brand

as our own through transparent,

open book models.

Food products are processed

in our well invested, highly

automated facilities. We

maximise efficiency through

our manufacturing excellence

programme and culture of

continuous improvement.

We innovate products, processes

and packaging to create exciting

new food products and

supply chain solutions, to

meet our customers and their

consumers’needs.

Our data-driven approach

provides us with market-leading

insight, which we use to drive

supply chain improvements

and innovation.

Business Model

Hilton Food Group PLC Annual Report and Financial Statements 2024 12Overview

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Our integrated supply chain services deliver

efficiencies through market leading technology

and automation capability

Full end-to-end supply chain

management solution for data

led decision making. Includes the

Foods Connected data insight

platform that supports trusted

and optimised supply chains.

Provides physical material

handling solutions and

automation control software.

Flexible factory-wide Enterprise

Resource Planning system.

Agnostic software solution

for control of production line

equipment with Omega, now

re-branded as Line Control.

Creating value for

all our stakeholders

Our competitive advantages

Outstanding food products Industry leading technology

International reach

Sustainable Protein Plan

Read more on page 19.

1 2

Hilton Food Group PLC Annual Report and Financial Statements 2024 14Overview

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Growth and

success through

partnership

Ambitious

Collaborative

Responsible

Innovative

Agile

Supply chain services

SeafoodMeat

Sharing

expertise

internationally

Expand our

multi-category offer

Grow

our global

footprint

Leverage

technology

as a driver

of value

Responsible

corporate

citizens

A focus on

development

and inclusion

Long-term

view of

partnership

Consumer-led

and customer-

focused

Build further

expertise as a supply

chain partner

Vegan and

vegetarian

Easier

meals

How we deliver

our strategy

Our strategy: Introduction

continued

Our Group strategy

is delivered across

the categories

and services we

operate in, and is

underpinned by

our core values

and principles.

Our values unite the diverse,

international cultures of our

business, ensuring that we

work together to deliver our

strategy, while our principles

articulate how we do what

we do, and how we will

achieve our objectives.

We approach all relationships with

the long-term in mind. We invest

long-term in our people, our

partnerships and our relationships

with key suppliers. This approach

improves outcomes for all involved.

We follow consumer trends closely,

developing ideas that help to keep

our customers ahead of the pack.

We focus on the strategies, needs

and challenges of our customers,

working closely with them to drive

sales and sustainable growth.

People who join Hilton Foods are

joining a welcoming culture that

believes in developing individuals

and their careers, regardless of

their backgrounds or beliefs.

Around the world, we seek out

talented, passionate and ambitious

people who want to stretch

themselves and their goals.

We are market leading experts in

the categories where we operate.

We enter new categories by

acquiring expert organisations with

a proven category focus. Where we

build success and expertise in one

market, we share this expertise

internationally, to the benefit of all

our customers.

We engage positively with the

concerns of the communities that

we serve. As an employer, we focus

on doing the right thing in terms

of inclusion, opportunity, decency

and fairness. We build transparent

supply chains, taking account of

sustainability, climate change, animal

welfare, waste, healthy eating and the

need for human dignity at work.

Hilton Food Group PLC Annual Report and Financial Statements 2024 15Overview

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Our strategy: Pillar 1

Growing our

globalfootprint

What this means

We will accelerate strategic growth by expanding our global footprint,

deepening partnerships with existing and new customers, and entering

high-potential geographies through joint ventures that offer promising

long-term growth opportunities. We will leverage our strengths in food

processing, innovation, quality, service and value, which in turn delivers

competitive advantage to our customers. This will be delivered through

our ability to enter local markets successfully and create highly automated

facilities that deliver exceptional product offerings.

Progress in 2024

▶ Hilton Foods Canada is set to launch in early 2027, in partnership

with Walmart.

▶ Hilton Foods Global is building customer relationships and expanding

in Asia, leveraging our product catalogue.

▶ We’ve extended our European reach to Romania with Żabka,

our convenience retail partner, already collaborating in Poland.

Looking forward

We continue to explore growth opportunities, using comprehensive

metrics to evaluate potential, ensuring long-term business success,

while meeting our financial hurdle rates for sustainable growth.

Developing new facilities

and product ranges for

WalmartCanada

Market context

Walmart is the fifth largest retailer in the

Canadian market offering a wide range of

products including groceries. With a strong

presence across the country, Walmart Canada

prioritises affordability, convenience and

customer satisfaction through both physical

stores and online services.

Our actions

We’ve conducted extensive Canadian

consumer research to deeply understand

their needs, enabling us to harness

innovation and develop the optimal product

range. Simultaneously, we have broken

ground on our new facility, while refining our

manufacturing lines, automation and store

order-picking services – all in partnership

with Walmart to deliver exceptional value

and meet evolving customer expectations,

supported by best practice from our existing

international footprint.

Outcomes

We remain on track for launch in early

2027. Our work throughout 2025 will deliver

innovative, consumer-driven products,

enhanced manufacturing capabilities,

and streamlined automation processes.

Crate washing and store order-picking

services will lead to improved supply chain

performance, exceptional product quality and

elevated customer satisfaction for Walmart

across the Canadian markets.

Canadian consumers

are seeking consistent

product quality,

new flavour and

format offerings, and

sustainable packaging

solutions, reflecting

their desire for

better choices and

environmental

responsibility.”

Sarah Adamson

Market, Strategy and

PlanningDirector

Overview

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Additional information Hilton Food Group PLC Annual Report and Financial Statements 2024 16

What this means

We will accelerate organic and incremental growth through our multi-category

expertise in meat, seafood, vegan and vegetarian, easier meals and supply

chain service offerings. By innovating within these categories, and closing white

space, we will strengthen customer relationships and expand market presence,

meet diverse consumer needs and elevate customers to premium products.

Progress in 2024

▶ Our UK seafood and New Zealand teams collaborated to introduce coated

fish and fishcakes, produced in Grimsby, to the New Zealand market, offering

consumers convenient mid-week meal solutions.

▶ Our UK and Ireland teams worked together to launch a tailored range

of slow-cooked meat products for the Irish market.

Looking forward

We continue to leverage our international network, culinary innovation

to maximise our existing facilities and multi-category expertise; trading

customers up, strengthening customer partnerships, growing market share

and strategically addressing untapped opportunities in key product categories.

Winning premium special

occasions: Elevating consumer

experiences at home

Market context

Through 2024 consumers have increasingly

been opting for special occasions at home

instead of dining out, driven by a focus on

managing their discretionary spending.

However, the desire to treat themselves

remains strong, creating a significant

opportunity for ultra-premium products in

the retail sector that deliver indulgence and

restaurant-quality experiences at home.

Our actions

Hilton Foods UK collaborated with Tesco to

launch the Steakhouse range in 150 stores,

delivering ultra-premium steak cuts and

slow-cooked options. Featuring salt dry aged

steaks, Aberdeen Angus sharing cuts and

30-day matured selections, the range offers

a complete steakhouse experience with

centre piece meats, butters, sauces and sides

– crafted in partnership with Tesco and other

strategic suppliers from concept all the way

through to commercial launch.

Outcomes

Consumers have responded overwhelmingly

positively to Tesco’s new Finest Steakhouse

proposition. The range, including dry-aged

steaks and gourmet sides, has enhanced

special at-home dining occasions, driving

strong engagement and supporting Tesco

to win new customers to their steak category

and growth year on year in market share.

Expanding our

multi-category offer

Tesco’s Steakhouse

proposition has

fulfilled new

premium meal

occasions, offering

consumers

restaurant-quality

meals at home,

elevating their dining

experience from

retailpurchases.”

Matt Lee

Regional CEO,

UK and Ireland

Our strategy: Pillar 2

Hilton Food Group PLC Annual Report and Financial Statements 2024 17Overview

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Our strategy: Pillar 3

What this means

Building deeper expertise as a supply chain partner allows us to positively

impact key stages in the food supply chain. It drives product innovation,

optimises end-to-end operations and reduces risks, while enhancing

availability, quality and cost. This approach helps us meet evolving consumer

demands, strengthen supply security, boost competitiveness and foster

long-term sustainable growth.

Progress in 2024

▶ End-to-end UK supply chain review improving availability and volume

salesin retail steaks.

▶ Strengthening upstream partnerships in seafood through spending

timeatsource with our strategic suppliers.

▶ Supported the development of a standardised carbon measurement

toolin seafood.

Looking forward

Building further expertise as a supply chain partner enhances collaboration,

drives efficiency, security of supply and strengthens relationships. This positions

the business for long-term success, ensuring sustainable growth and

market leadership.

Building further

expertise asa

supply chain partner

Improving availability,

service level, and product

range for Woolworths in

Australia and New Zealand.

Market context

In Australia, building further expertise as

asupply chain partner to Woolworths is crucial

for maintaining best-in-class service levels,

one of our key non-financial KPI’s.

In a deflationary market, end-to-end

supply chain leadership, and our ambition

for driving continuous improvement are

key to continuing to drive volume growth

and customer satisfaction. By optimising

availability, efficiency, innovative new product

launches and competitive promotions, we help

Woolworths win in their market.

Our actions

Over the past 12 months, we’ve worked closely

with Woolworths and Greenstock to enhance

product availability through better planning

and forecasting, and driven product

innovation, launching 49 new products

inAustralia with a focus on Summer BBQ.

Additionally, we’ve implemented productivity

initiatives in our processing facilities and

partnered with our packaging suppliers to

reduce plastic and increase recyclability of

meat trays, furthering our sustainability goals.

Outcomes

Hilton Foods APAC was proudly recognised

by Woolworths Australia and New Zealand as

the 2024 Protein Trade Partner of the Year in

both territories. The team was honoured for

driving efficiency and sustainability, enhancing

product availability, boosting productivity,

pioneering retail-first burger technology and

eliminating a significant volume of virgin

plastic in Australia. Their efforts also earned

them an Australasian Packaging Innovation &

Design Award (PIDA) for sustainable packaging.

Our collaborative

end-to-end project

withWoolworths has

significantly improved

raw material planning,

forecasting accuracy –

supporting offering

competitive promotions

and innovative new

product launches.”

Adele Davenall-Gabain

Commercial Director,

APACRegion

Hilton Food Group PLC Annual Report and Financial Statements 2024 18Overview

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Our strategy: Pillar 4

Foods Connected has

partnered with McDonald’s

to support the delivery of

their Brand Trust Digital

Transformation Programme

on Product

Specification

andFacility Auditing.

Market context

As consumer expectations evolve, quick-service

global restaurant brands are increasingly

focused on building greater transparency and

trust. To protect their brand reputation and

mitigate supply chain risks, food businesses

are looking toenhance end-to-end supply

chain transparency, communication and audit

compliance, ensuring alignment with brand and

industry standards and consumer expectations.

Our actions

We have configured our standard Foods

Connected platform modules to address

McDonald’s specific needs through collaborative

workshops with their Brand Trust Digital

Transformation Team, suppliers and auditors.

As we begin our partnership, we are rolling out

the product specification module and the facility

auditing solution in phases across their global

supply chain.

Outcomes

This contract highlights the industry’s need

forsupply chain digitalisation and reinforces our

platform as a leading solution. The modules we

are rolling out with McDonald’s focus on facility

auditing to ensure compliance and reduce risk,

and product specification management for

ingredients and finished products across all food

types. It also marks the beginning of a valuable

partnership between Foods Connected and

aglobal leader in quick-service restaurants.

What this means

We will leverage our technology stack – including cloud-based supply chain

software, automation, agnostic line interfacing and specialist food ERP systems

– to drive value both internally and externally. These technologies address critical

challenges in the food sector, presenting opportunities to commercialise our

solutions with non-competitive businesses, meeting broad market needs.

Progress in 2024

▶ Continued UK programme of end-of-line automation in Huntingdon and Grimsby

improving health and safety, reducing labour reliance and improving efficiency.

▶ Introduced automated white fish filleting and cutting to reduce our labour

reliance, replace declining skills availability and improve efficiency.

▶ Agito chosen as a supplier partner for a significant product in Australia with

Coca-Cola Europacific.

Looking forward

Digitalising the supply chain and automation are crucial for effective supply chain

management, mitigating labour inflation, improving efficiency, reducing waste

and enhancing sustainability. This remains a key focus for our food business and

anopportunity to commercialise our technology assets.

Leveraging technology

asadriver of value

Our goal is to

digitalise and simplify

the food industry for

customers through

world-class software,

insightful reporting,

and expertguidance.”

Roger McCracken

Co-founder and

CEOFoodsConnected

Hilton Food Group PLC Annual Report and Financial Statements 2024 19Overview

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Performance and financial review

Improved profit performance driven by

volume growth and market outperformance

This performance and

financial review covers

the Group’s financial

performance and position in

2024. Hilton Foods’ overall

financial performance saw

strong profit growth, driven

by strong volume growth in

our core retail meat category

and continued improvements

in our UK seafood business.

Cash flow generation

was strong, supporting

our ongoing investment

in facilities.

Basis of preparation

The Group is presenting its results for the

52-week period ended 29 December 2024,

with comparative information for the 52-week

period ended 31 December 2023. The Group’s

financial statements have been prepared in

accordance with UK-adopted International

Financial Reporting Standards (IFRS) and the

Companies Act 2006 applicable to companies

reporting under IFRS.

Hilton Foods uses Alternative Performance

Measures (APMs) to monitor the underlying

performance of the Group. Management

uses these APMs to monitor and manage

the business’s day-to-day performance

and, therefore, believes they provide useful

additional information to shareholders and

wider users of the financial statements.

Key performance indicators

How we measure our performance

againstour strategic objectives

The Board monitors a range of financial and

non-financial key performance indicators

(KPIs) to measure the Group’s performance

over time in building shareholder value and

achieving the Group’s strategic priorities.

The nine headline KPI metrics used by the

Board for this purpose, together with our

performance over the past two years, is set

out on the next page. In addition, a much

wider range of financial and operating

KPIs are continuously tracked at business

unit level.

Strong financial

performance in 2024

was supported by

product improvement,

premiumisation and

new ranges.”

Matt Osborne

Chief Financial Officer

024

540,239

023 517,347

022

513,816

021 492,588

020

460,259

+4.4%

olume (tonnes)

Hilton Food Group PLC Annual Report and Financial Statements 2024 20Overview

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Performance and financial review

continued

Revenue growth (%)

0.0% 2023: 3.7%

Year on year revenue growth expressed as a percentage.

The 2024 movement reflects volume growth offset by the

impact of fx rates and APAC raw material price deflation.

Adjusted operating profit margin (%)

2.6% 2023: 2.4%

Adjusted operating profit expressed as a percentage

of turnover. The improvement in 2024 mainly reflects

strongtrading in the UK and Ireland.

Net debt/EBITDA ratio (times)

0.9 2023: 1.0

Year-end net bank debt as a percentage of

adjusted EBITDA. The improvement in 2024 is due

to strong profit and cash generation.

Financial KPI Non-financial KPI

Adjusted operating profit margin

(pence per kg)

19.4p 2023: 18.4p

Adjusted operating profit per kilogram processed and

sold in pence. The increase in 2024 mainly reflects strong

trading in the UK and Ireland.

Adjusted earnings before interest, taxation,

depreciation and amortisation (EBITDA) (£m)

£152.6m 2023: £144.0m

Adjusted operating profit before depreciation and

amortisation. The increase in 2024 mainly reflects

higher profitability.

Return on capital employed (%)

21.7% 2023: 18.3%

Adjusted operating profit divided by average of opening

and closing capital employed representing total equity

adjusted for net bank cash/debt, leases, derivatives and

deferred tax. The increase in 2024 is primarily driven by

higher profitability.

Free cash flow (£m)

£62.2m 2023: £112.1m

IFRS cash inflow/(outflow) before minorities, dividends

and financing. The decrease in 2024 is primarily

attributable to reduced favourable working capital

movements and higher tax and capex expenditure.

Growth in sales volumes (%)

4.4% 2023: 0.7%

Year on year volume growth. There was volume growth

across all regions in 2024.

Customer service level (%)

98.4% 2023: 94.1%

Packs of product delivered as a percentage of the orders

placed. The customer service level remains best in class.

Hilton Food Group PLC Annual Report and Financial Statements 2024 21Overview

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Additional information

Group results

Volume and revenue

Volumes grew by 4.4% in the year reflecting

growth across all regions. Additional details

of volume growth by business segment are

set out in the Chief Executive’s summary.

Revenue increased 1.9% to £4.0bn on a

constant currency basis, although flat on

areported basis reflecting APAC raw material

price deflation.

Operating profit and margin

Adjusted operating profit, which excludes

adjusting items as set out in note 31, was

£104.7m (2023: £95.0m) and is 10.2% higher

than last year and 11.9% higher on a constant

currency basis reflecting strong trading in the

UK and Ireland. Adjusting items total £5.9m

net cost (2023: £8.9m net cost) and include

£13.2m of insurance proceeds received in

respect of the claim made in connection

with the fire at our Belgium facility in 2021,

reorganisation costs of £4.2m and a£9.8m

non-cash impairment of goodwill recognised.

After allowing for these adjusting items, IFRS

operating profit was £98.8m (2023: £86.1m).

The Group’s adjusted operating profit margin

in 2024 increased to 2.6% (2023: 2.4%) and

the adjusted operating profit per kilogram

of packed food sold increased to 19.4p

(2023: 18.4p).

Net finance costs

Adjusted net finance costs, excluding

non-underlying items and lease interest,

reduced slightly to £28.6m (2023: £28.9m).

Interest cover as a proportion of adjusted

EBITDA in 2024 increased to 5.3 times

(2023: 5.0 times). IFRS net finance costs were

£37.8m (2023: £37.5m).

Taxation

The adjusted taxation charge for the period

was £18.9m (2023: £17.2m). The effective

tax rate was 24.9% (2023: 26.0%). The IFRS

taxation charge was £19.4m (2023: £10.6m)

with an effective tax rate of 31.8% (2023: 21.9%).

2024 Financial performance

Net income

Adjusted net income, representing profit for

the year attributable to owners of the parent,

of £54.7m (2023: £47.2m) was 15.9% higher

than last year and 17.8% higher on aconstant

currency basis. IFRS net income was £39.3m

(2023: £36.4m).

Earnings per share

Adjusted basic earnings per share at 61.0p

(2023: 52.8p) was 15.5% higher than last year

and 17.4% on a constant currency basis.

IFRS basic earnings per share were 43.7p

(2023: 40.6p). Diluted earnings per share were

43.3p (2023: 40.2p).

Earnings before interest, taxation,

depreciation and amortisation (EBITDA)

Adjusted EBITDA, which is used by the Group

as an indicator of cash generation, increased

to £152.6m (2023: £144.0m).

Balance sheet, cash flow

andfunding

Return on capital employed (ROCE)

ROCE, calculated as adjusted operating

profit divided by the average of opening

and closing capital employed representing

total equity adjusted for net bank cash/debt,

leases, derivatives and deferred tax, was 21.7%

(2023: 18.3%).

Free cash flow and net debt position

Operating cash flow was again strong in 2024,

with cash flows from operating activities of

£183.8m (2023: £216.1m) reflecting higher

profits and reduced favourable working

capital movements. Free cash inflow, after

capital expenditure of £73.5m but before

cashflows from financing activities, was

£62.2m (2023: £112.1m) primarily attributable

to the reduced favourable working

capital movements and higher tax and

capex expenditure.

The Group’s closing net bank debt

(comprising borrowings less cash and

cash equivalents excluding lease liabilities),

reduced to £131.4m (2023: £139.7m) reflecting

bank borrowings of £243.3m net of cash

balances of £111.9m. Net debt including

lease liabilities was £337.4m (2023: £366.6m).

Year-end net bank debt as a ratio of adjusted

EBITDA reduced to 0.9 times (2023: 1.0 times).

At the end of 2024 the Group had undrawn

committed bank facilities under its

syndicated banking facilities of £108.0m

(2023: £108.7m). These banking facilities are

subject to covenants comprising three times

net bank debt to EBITDA and four times

EBITDA interest cover. There was comfortable

headroom under these covenants at the

end of the year for these metrics. The Group

also uses supply chain finance facilities

provided by its customers as a cost-effective

way of managing fluctuations in working

capital requirements.

The resilience of the Group has been assessed

by applying significant downside sensitivities

to the Group’s cash flow projections.

Allowing for these sensitivities and potential

mitigating actions, the Board is satisfied that

the Group has adequate headroom under

its existing committed facilities and will be

able to continue to operate well within its

banking covenants.

Dividends

The Group has maintained a progressive

dividend policy since flotation and has

recommended a final dividend of 24.9p

per ordinary share in respect of 2024. This,

together with the interim dividend of 9.6p

per ordinary share paid in November 2024,

represents an increase of 7.8% compared to

last year 32.0p per ordinary share. The final

dividend, if approved by shareholders, will be

paid on 27 June 2025 to shareholders on the

be ex-dividend on 29 May 2025.

Treasury management

Hilton Foods does not engage in any

speculative trading in financial instruments

and transacts only in relation to its underlying

business requirements. The Group’s treasury

policy is designed to ensure adequate

financial resources are made available as

required for the continuing development

and growth of its businesses, while taking

practical steps to reduce exposures to foreign

exchange, interest rate fluctuation, credit,

pricing and liquidity risks, as described below.

Foreign exchange rate movements

and country-specific risks

While the presentational currency of the

Group is Sterling, a significant proportion

of its earnings are generated in other

currencies, principally the Euro and Australian

Dollar. The earnings of the Group’s overseas

subsidiaries are translated into Sterling at

the average exchange rates for the year and

their assets and liabilities at the year-end

closing rates. Changes in relevant currency

parities are monitored on a continuing

basis, with the timing of the repatriation of

overseas profits by dividend payments and

the repayment of any intra group loans to

UK holding companies are made with due

regard to actual and forecast exchange

rate movements.

The Group’s policy is only to use forward

currency exchange rate contracts for the

purpose of mitigating commodity risk

occurring in the normal course of business.

At no time will the Group take positions

in derivative instruments for the purpose

of earning a stand-alone profit from such

instruments. The majority of Hilton Foods

overseas subsidiaries all have natural hedges

in place as they, for the most part, buy raw

materials, employ people, source services,

sell products and arrange funding in their

local currencies. As a result, Hilton Foods

main foreign exchange exposure is limited

Hilton Food Group PLC Annual Report and Financial Statements 2024 22Overview

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to its equity/major capital expenditure

investment in each overseas subsidiary

and its joint ventures, and in the translation

ofoverseas earnings.

The level of country-specific risk currently

remains material for many businesses, in

terms of the impact of macroeconomic

developments and commodity price

movements. The Group sells high quality

basic food products, for which there will

always be continuing demand, to successful

blue-chip retailers in developed countries.

Interest rate fluctuation risk

This risk stems from the fact that the interest

rates on the Group’s borrowings are variable,

being at set margins over SONIA and other

interbank rates which fluctuate over time.

The Board will continue reviewing hedging

costs and options as it is expected global

interest rates may increase materially beyond

current levels.

Customer credit and pricing risk

As Hilton Foods customers comprise a small

number of successful and credit worthy

major multiple retailers, the level of credit risk

is considered to be insignificant. Historically,

the incidence of bad debts has been

immaterial. Hilton Foods pricing is based

either on a cost plus, packing rate or volume

based reward basis with its customers.

Liquidity risk

Hilton Foods remains strongly cash

generative, has a robust balance sheet

and has committed banking facilities for

the medium term, sufficient to support

its existing business. All bank positions

are monitored on a daily basis and capital

expenditure above set levels, together with

decisions on intra group dividends, are all

approved at Board meetings. All long-term

debt is arranged centrally and is subject

toBoard approval.

2024 Financial performance

continued

Tax strategy

Hilton Foods is committed to paying the

right amount of tax at the right time,

complying with all relevant laws and

regulations, and recognising the importance

of the tax contributions that it makes in

the countries inwhich its profits originate.

We have a low-risk appetite toward tax

planning, with asimple corporate structure

based around our commercial operations.

We do not engage in planning schemes

or arrangements that could be considered

aggressive or artificial in nature. The Group’s

approach to transfer pricing is to ensure

that transactions reflect the underlying

commercial arrangements, and therefore the

use of transfer pricing to artificially avoid tax

is prohibited. We also fully endorse the aims

of the OECD/G20 Inclusive Framework on

Base Erosion and Profit Shifting (BEPS) and

its related package of Actions: www.oecd.org/

tax/beps/about/. Our tax strategy can be

found on our website: www.hiltonfoods.com/

investors/corporate-governance/

Going concern statement

The Directors have performed a detailed

assessment, including a review of the Group’s

budget for the 2025 financial year and its

longer term plans, including consideration

ofthe principal risks faced by the Group.

The resilience of the Group has been assessed

by applying significant downside sensitivities

to the Group’s cash flow projections and

a reverse stress test, flexing operating

profit to determine what circumstance

would be required to breach the two

financial covenants, net debt/EBITDA and

interest cover.

Allowing for these sensitivities and potential

mitigating actions, the Board is satisfied

that the Group is able to continue to operate

well within its banking covenants and

has adequate headroom under its new

committed facilities which do not expire

until January 2027. The Directors are satisfied

that the Company and the Group have

adequate resources to continue to operate

and meet its liabilities as they fall due for

the foreseeable future, a period considered

to be at least 12 months from the date of

signing these financial statements. For this

reason, the Directors continue to adopt

the going concern basis for preparing the

financial statements.

The Group’s net bank debt as at 29 December

2024 was £131.4m. It has access to undrawn

committed loan facilities of £108m which

have an expiry date of January 2027.

Future geographical expansion which is not

yet contracted, and which is not built into our

internal budgets and forecasts, may require

additional or extended banking facilities,

and such future geographical expansion

will depend on our ability to negotiate

appropriate additional or extended facilities,

as and when they are required.

The Group considers that the likelihood of

the reverse stress test scenario occurring

tobe remote. Internal budgets and forward

forecasts, which incorporate all reasonably

foreseeable changes in trading performance,

are regularly reviewed by the Board and

show that it will be able to operate within

its current banking facilities, taking into

account available cash balances, for the

foreseeable future.

Viability statement

In accordance with provision 31 of the

2018 UK Corporate Governance Code,

the Directors confirm that they have a

reasonable expectation that the Group will

continue to operate and meet its liabilities,

as they fall due, for the three years ending in

December 2027.

A period of three years has been chosen for

the purpose of this viability statement as it

is the key period of focus within the Group’s

strategic plan, which is based on the Group’s

current customers and does not incorporate

the benefits from any potential new contract

gains over this period.

The Directors’ assessment has been made

with reference to the Group’s current

position and strategy taking into account

the Group’s principal risks, including those

in relation to the changing geopolitical and

macroeconomic environment, and how these

are managed. The strategy and associated

principal risks, which the Directors review

at least annually, are incorporated in the

strategic plan and such related scenario

testing as is required. The strategic plan

makes reasoned assumptions in relation

to volume growth based on the position

of our customers and expected changes

in the macroeconomic environment and

retail market conditions, expected changes

in food raw material, packaging and other

costs, together with the anticipated level of

capital investment required to maintain our

facilities at state-of-the-art levels. The Group’s

current bank facilities expire in January 2027

and are expected to be renegotiated prior

to their expiry on comparable terms to the

existing arrangements.

Cautionary statement

This Strategic report contains forward looking

statements. Such statements are based on

current expectations and assumptions and

are subject to risk factors and uncertainties

which we believe are reasonable. Accordingly,

the Group’s actual future results may differ

materially from the results expressed or

implied in these forward-looking statements.

We do not undertake to update or revise

any forward-looking statements, whether

as a result of new information, futureevents

or otherwise.

Matt Osborne

Chief Financial Officer

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 23Overview

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Governance

Financial statements

Additional information

Risk management and principal risks

Risk management process

Board

Responsibility for risk management including the appropriate identification of risks and the

effective application of actions designed to mitigate those risks, resides with the Board.

The Board also sets the risk appetite and considers how best to minimise and control the

probability and potential impact of identified risks if they were to crystallise.

Lines of defence

– Business operations ‘Management Controls’

Local business units carry out effective risk management activities in order

to identify, monitor, mitigate and report on risks that impact on operations.

– Oversight and Key Assurance Functions

Key oversight and assurance functions ensure the effective management

of critical risks. This includes policies, procedures and training.

– Internal Audit and Consultants

Internal independent review over the completeness and effectiveness

of our internal controls and risk management systems.

– External Audit and Regulators

Third party and independent review of all business units.

Review of the viability and going concern of the business.

We believe that a successful risk management framework carefully balances risk

and reward, and applies reasoned judgement and consideration of potential likelihood

and impact in determining its principal risks.

Chairman

Chief Executive Officer

Non-Executive Directors

Chief Financial Officer

Appetite and

Attitude

Identification

Measurement

and Assessment

Management

and Mitigation

Monitoring,

Reporting and

Governance

Audit Committee

The Audit Committee reports to the Board on the substance of the risk assessment

and any changes to the nature, likelihood or materiality of those risks.

The Group Internal Audit and Risk Director presents at every Audit Committee

meeting on the internal controls and risk management systems.

Risk Management Committee

The Risk Management Committee reports regularly to the Audit Committee

on the risk assessment and any changes to the nature, likelihood or materiality

of those risks. The Risk Management Committee also considers the risk appetite

and reviews the progress and development of internal controls and their implementation

aligned to principal risks. The Chair of the Risk Management Committee also oversees

the scenario-based business continuity management exercises.

Business unit risk registers

Business units and functions manage and monitor their own key risks through

regular review, ensuring the risk registers and risk mitigations are accurate. The Group’s risk

by formal interviews with senior executives and Directors of the Group.

Group Internal Audit

and Risk Director

Representatives from

Executive Leadership Team

Key international leaders

across the business

Group Internal Audit and Risk Director Site Managing Directors

Our approach to

risk management

Hilton Food Group PLC Annual Report and Financial Statements 2024 24Overview

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Governance

Financial statements

Additional information

Risk management and principal risks

continued

Overview

Effective risk management

atHilton Foods is essential

tothe delivery of our strategic

objectives and aims to

safeguard the interests

ofall our stakeholders in an

increasingly complex world.

Our proactive approach

torisk management enables

the long-term sustainable

growth of all aspects of our

business and is integrated

into everything we do.

Risks and risk management

In accordance with provision 28 of the

2018 UK Corporate Governance Code, the

Directors confirm that they have carried

out a robust assessment of the emerging

and principal risks facing Hilton Foods

that might impede the achievement of

its strategic and operational objectives

or affect performance and cash position.

As a leading international food and supply

chain services provider in a fast-moving

environment, it is critical that Hilton Foods

identifies, assesses and prioritises its risks.

The result of this assessment is a statement

of principal risks together with a description

of the main controls and mitigations that

reduce the effect of those risks were they to

crystallise. This, together with the adoption

of appropriate mitigating actions, enables

us to monitor, minimise and control both

the probability and potential impact of

these risks.

How we manage risk

Hilton Foods takes a proactive approach

to risk management with well-developed

structures and a range of processes for

identifying, assessing, prioritising and

mitigating its key risks. The delivery of

our strategy depends on our ability to

make sound risk informed decisions.

The Internal Audit function provides

independent assurance that Hilton Foods

risk management, governance and internal

control processes are operating effectively.

The Audit Committee are regularly updated

on the risk-based assurance plan by the

Internal Audit function who maintain and

review processes for risk identification

and assessment, measurement, control,

monitoring and reporting. Risk exposure

is reviewed by the Audit Committee

twice a year. For more detail, please see:

Ourapproach to risk management.

Risk management process

andrisk appetite

The Board aims to balance a robust and

proportionate control environment with

the agility needed to pursue new business

opportunities. Despite these efforts, the

business will inevitably face certain risks and

uncertainties, as outlined below.

At Hilton Foods we nurture a culture where

everyone is required to be aware of the risks

facing the business and their responsibilities

for managing them. To support this, we

maintain and create an environment where

employees feel comfortable speaking

up. Our processes for identifying existing

and emerging risks and responding

collaboratively to them is managed by the

Internal Audit function.

Identified risks are measured and assessed

for likelihood and impact allowing for the

correct risk responses to be developed.

Policies, procedures, controls and other

measures are put in place to mitigate risks.

We use a suite of preventative, detective and

corrective controls.

Risk ownership is assigned to key leaders.

This ownership is reviewed as part of

the ongoing risk management process.

Mitigation plans and controls are developed

collaboratively with the risk owner to ensure

effective management.

Not all the risks listed are within the Group’s

control and others may be unknown or

currently considered immaterial, but

could turn out to be material in the future.

These risks, together with our risk mitigation

strategies, should be considered in the

context of our risk management and internal

control framework, details of which are set

out in the Corporate governance statement.

It must be recognised that systems of internal

control are designed to manage rather than

completely eliminate any identified risks.

Current and emerging risks

Increasing geopolitical uncertainty

Geopolitical uncertainty and increasing levels

of active hostilities in multiple regions remain

a significant concern and increases the risk

impacting our supply chains and operations.

Disruption to energy markets, global shipping

and international trade, particularly in relation

to government tariff strategies, can also have

far-reaching impacts. However, our continued

review of mitigations enables us to maintain

resilience in our supply chains and operations.

The macroeconomic environment

Cost-of-living pressures and economic

uncertainty continue in much of the world,

with elevated inflation and interest rates not

expected to reduce as rapidly as previously

expected. As these trends continue and as

levels of inflation and interest rates further

ease, we expect consumer spending and

eating habits to recover but remain cautious.

We recognise the effect of higher interest

costs on all businesses and we continue to

focus on ways of reducing our exposure such

as the use of cash pooling and exploring

working capital financing.

Our continued focus on cost control,

innovation and factory efficiency, and the

implementation of automation and robotics

is enabling us to manage the inflationary

pressures the industry is currently facing.

Through our strong customer relationships

we are able to support consumers to navigate

through these challenging times.

Budgetary changes in the UK in relation

to National Insurance Contributions and

wage inflation in the UK and Ireland, Europe

and APAC regions are also factors being

mitigated through our 2025 budgets and

regional planning.

Changing regulatory landscape

Hilton Foods has a strong basis of

environmental, social and governance policies

and strategy. We recognise the potential

disruption from growing environmental

regulations and the resourcing requirements

to meet upcoming disclosure requirements.

We are actively enhancing our mitigations,

including third party risk management and

supply chain due diligence.

We continue to monitor international

regulatory and trade environments as they

evolve and amend processes and operations

as required, including as a result of the new

administration in the USA.

We work closely with our customers and

supply chains to adapt to further revisions to

border processes and trade agreements.

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Financial statements

Additional information

Cyber risk

Information systems and cyber security risk

continues to pose a threat to the Group and

remains a principal risk. We are aware that

specific sectors, including manufacturing

and logistics, are increasingly a focus of such

attacks. While the cyber security risk profile

for Hilton Foods has remained stable during

the year, we recognise the challenges and

opportunities that are emerging through

the development of artificial intelligence.

We continue to invest in our IT systems

toremain protected and match the

ever-increasing number and diversity of

external security threats.

The Board, through the Audit Committee,

receives key updates from the Group Internal

Audit and Risk Director, the Chief Information

Officer and Head of IT Security regarding our

risk mitigation activities focusing on both

the direct threat to our operations and the

wider supply chain, and the continued drive

on cyber risk awareness and training across

the Group.

The internal audit plan for 2024 included

specific reviews on IT access governance and

IT systems and cyber security resilience.

Hilton Foods fosters a digitally secure

culture through:

▶ Information Security and IT policies are in

place and are regularly reviewed. Our cyber

security strategy and actions are regularly

monitored by the Audit Committee and

the Board.

▶ Compulsory IT and cyber security training

is regularly run, including internal phishing

awareness campaigns, to validate that

learning is embedded throughout

the organisation.

▶ Regular employee communication and

engagement through cyber security

newsletters and email alerts to raise

awareness of emerging threats.

▶ A centrally governed IT function continually

monitors known and emerging threats

through dedicated platforms, and in turn,

considers the effectiveness of our incident

response plans to manage and eliminate

these risks. This includes maintaining

firewalls and threat detection and

response systems with regular penetration

testing performed.

▶ Expanding our IT response plans to

incorporate wider stakeholders and

continue to develop alignment to the

latest threats. Employees are encouraged

to log all security issues, facilitating

rapid response to emerging threats.

Easier reporting of suspected phishing

emails has been enabled through a

shortcut embedded in email software.

Movement of principal risks in 2024

The heat map shows the relative positioning

of our principal risks at the date of this

Annual Report.

Recognising that our growth into the

Canadian and Middle Eastern markets

requires us to prepare for potential new

compliance and resource requirements, as

well as the need for cultural alignment, we

have increased the rating for risks 4 and 9.

Due to the challenges and opportunities

that are emerging through the development

of Artificial Intelligence we have applied

upwards movement to risk 8.

Risk management and principal risks

continued

Principal risk

Macroeconomic and geopolitical environment

Customer success impacting growth potential

Customer diversity and dominance

Reliance on key personnel

Global supply base

Contamination within the supply chain

Business disruption

Information security, technology and cyber-security

Health and safety

Climate change

Likelihood

Impact

Hilton Food Group PLC Annual Report and Financial Statements 2024 26Overview

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Additional information

Risk management and principal risks

continued

Risk 1

No movement

Description

The progress of the Hilton Foods business is affected by the macroeconomic

andgeopolitical environment and levels of consumer spending.

Its potential impact

No business is immune to difficult economic climates. The macroeconomic and

geopolitical landscape, is placing extraordinary financial pressures on our supply chains,

operations, consumers and customers.

The risk of energy price volatility and the ongoing cost of living crisis is impacting

consumer spending and eating habits. As a result, our retail customers are under

immense pressure to deliver value and are sharing that pressure with supplier partners.

Risk mitigation measures and strategies adopted

Our strong growth model, based on successful diversification across different proteins,

and expanding as a technology-led supply chain partner is built on our ESG credentials

which underpin our business resilience.

We continue to broaden product ranges with our retail partners, maintaining a

single-minded focus on minimising unit packing costs, while continuing to deliver high

levels of product quality and integrity.

Hilton Foods is able to harness its innovative and agile approach with its class-leading

technology and systems to respond quickly and effectively to macroeconomic challenges

and opportunities.

We recognise the impact of increasing interest costs on all businesses and we continue

to focus on ways of reducing our exposure such as the use of cash pooling and exploring

working capital financing.

Risk 2

No movement

Description

Hilton Foods growth potential may be affected by the success of our customers and

thegrowth of their packed food sales.

Its potential impact

Hilton Foods products predominantly carry the brand labels of our customers so our sales

are dependent on the success of our customers and their consumer perception, which is

increasingly influenced by environmental, social and governance (ESG) considerations.

Risk mitigation measures and strategies adopted

Hilton Foods plays a very proactive role in enhancing its customers’ brand values, by

providing high quality, competitively priced products, high service levels, ongoing product

and packaging innovation and category management support. We recognise that quality

and traceability assurance are integral to our customers’ brands and we work closely

with customers to ensure rigorous quality assurance standards are met. Our customers

continually measure performance across a very wide range of parameters, including

delivery time, product specification, product traceability and accuracy of documentation.

We work closely with our customers to identify continuous opportunities across the supply

chain, including enhanced product presentation, extended shelf life and reduced wastage

at every stage in the supply chain.

Our ESG strategy underpins the growth of our product sectors for our customers and

supports them to reach their goals. Our ambitious 2025 Sustainable Protein Plan is in

partnership with our customers and suppliers as we engage in the key collaborative

initiatives that drive sustainability for our sectors and raise the bar together.

We have set stretching goals that drive impactful actions that become integrated into our

core business practices. Our data collection platform, Foods Connected, demonstrates

the assurance of standards across our supply chains, and allows us to measure progress

towards our 2025 targets.

The detail of our strategy, and its impact, are described within the Sustainability section

ofthis report.

Principal risks

The most significant business risks that Hilton Foods faces, together with the measures we have adopted to mitigate these risks, are outlined in the following tables. This is not intended to

constitute an exhaustive analysis of all risks faced by Hilton Foods, but rather to highlight those which are the most significant.

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Risk management and principal risks

continued

Risk 3

No movement

Description

Hilton Foods strategy focuses on a small number of customers who can exercise

significant buying power and influence when it comes to contractual renewal terms

at 1 to 15 year intervals.

Its potential impact

Although Hilton Foods has historically relied on a few, influential retailers for a larger part

of our revenue, this has diversified in recent years. The larger retail chains continue to focus

on strengthening their market share of protein products in the countries in which we

operate, creating an increasingly competitive retail environment. This has increased the

buying and negotiating power of our customers, which could enable them to seek better

terms over time.

During periods of unprecedented inflationary pressure, misalignment between

production costs and agreed operational packing rates may occur, potentially

impacting profitability.

Risk mitigation measures and strategies adopted

Hilton Foods is progressively widening its customer base, with the recent announcement

of a partnership with Walmart Canada bringing further diversification to the customer

portfolio. We maintain a high level of investment in state-of-the-art facilities, which

together with management’s continuous focus on reducing costs, allows us to operate

efficiently at high throughputs and price our products competitively.

Hilton Foods operates an entrepreneurial business structure, which enables us to work

very closely and flexibly with retail partners, in order to achieve high service levels in terms

of orders delivered, delivery times, compliance with product specifications and accuracy

ofdocumentation, all backed by an uncompromising focus on food safety, product

integrity and traceability assurance.

The Group maintains an ongoing focus on cost control, innovation and factory efficiency

tomanage inflationary pressures. Hilton Foods continues to evolve and respond to

changing market conditions.

The provision of added value services in distribution and logistics deepens the

relationships we have with our retailer partners. Our technology and services business

offers an industry-leading technology platform providing end-to-end supply chain and

integrated automation solutions. Investment in these services means that we are able

todevelop and maintain a technology advantage within our industry.

Risk 4

Upwards movement

Description

As Hilton Foods continues to grow, there is a risk that the people capabilities do not enable

the business to grow and change as is necessary. Recruiting, developing and engaging

our workforce is critical to executing our strategy and achieving business success. This risk

increases as the Group continues to expand through simultaneous growth projects with

aneed to ensure we have the right culture, skills, capability and capacity in our workforce

to execute the strategy.

Its potential impact

The Group may struggle to meet key strategic objectives and projects and grow in line

with the strategy of the business due to the following:

▶ Culture, diversity and employee engagement.

▶ Leadership development and talent management.

▶ Human capital management.

Risk mitigation measures and strategies adopted

The Group carefully manages its skilled resources including succession planning and

maintaining a talent pipeline. The Group is evolving its people capability balanced with

an appropriate management structure within the overall organisation. Hilton Foods

continues to invest in on-the-job training and career development, while recruiting

high quality new employees, as required to facilitate the Group’s ongoing growth.

Appointment of additional key resources and alignment of structures have supported the

enhancement of project management control and oversight. Control systems embedded

in project management enable the risks of growth to be appropriately highlighted and

managed. To underscore our efforts, we have active relationships with strong industry

experts across all areas of business growth.

In the current climate, strong partnership and proximity to our customers are

fundamental. Hilton Foods leadership continues to develop its organisational structures

toensure as close a relationship with our retail partners as possible.

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Additional information

Risk management and principal risks

continued

Risk 5

No movement

Description

Hilton Foods business strength is affected by our ability to maintain a wide and flexible

global food supply base operating at standards that can continuously achieve the

specifications set by ourselves and our customers. Increasing volatility within the

upstream supply chain places additional pressure on our ability to source raw material.

Its potential impact

Hilton Foods is reliant on its upstream suppliers to provide sufficient volume of products,

to the agreed specifications, on time. The Group has both local and global sourcing

models and efficient supply chain management is a key business attribute. Current or

future tariffs, quotas or trade barriers imposed by supplier countries and other global trade

developments, could materially affect the Group’s international procurement ability and,

therefore, potentially impact our ability to meet agreed customer service levels.

Risk mitigation measures and strategies adopted

Hilton Foods maintains a flexible global and local food supply base, which is progressively

widening as it expands and is continuously audited to ensure standards are maintained,

providing a wide range of options should supply disruptions occur.

We have also developed partnerships with key strategic suppliers who share our

commitment to quality, food safety, animal welfare and sustainability.

We engage with our suppliers through our supplier management platform, Foods

Connected, where we track supply chain compliance, internal quality procedures and

manage the buying, planning and selling of our raw materials. We are implementing a

third party risk management platform to flag potential risk exposures relating to financial

and political sanctions, cyber security and ethical and sustainability related risks. We also

use media monitoring and horizon scanning for real time awareness of emerging supply

chain risks to provide further assurance through strengthening supply chain robustness

and transparency.

Further detail on supplier engagement can be found in the Stakeholder

Engagement section.

Risk 6

No movement

Description

Contamination within the supply chain including outbreaks of disease and feed

contaminants affecting livestock and fish.

Its potential impact

This will potentially affect Hilton Foods ability to procure sufficient quantities of safe

raw material.

Risk mitigation measures and strategies adopted

Hilton Foods sources its food from a trusted raw material supply base, all components

of which meet stringent national, international and customer standards. We are

subject to demanding standards, which are independently monitored in every country

and reliable product traceability and high welfare standards from the farm to the

consumer are integral to our business model. Full traceability from source to packed

product is ensured across our suppliers, supported by a comprehensive ongoing audit

programme. Within our factories, Global Food Safety Initiative (GFSI) benchmarked

food safety standards and our own factory standard assessments ensure that the risk of

contamination throughout the processing, packing and distribution stages is mitigated.

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Additional information

Risk management and principal risks

continued

Risk 7

No movement

Description

Significant incidents such as fire, flood, pandemic, a breach of site security or interruption

of supply of key utilities could impact the Group’s business continuity.

Its potential impact

Such incidents could result in systems or manufacturing process stoppages with

consequent disruption and loss of efficiency, which could impact the Group’s sales.

Risk mitigation measures and strategies adopted

Hilton Foods has robust business continuity plans in place, including sister site support

protocols enabling other sites to step in with manufacturing and distribution of key

product lines where necessary. Continuity management systems and plans are suitably

maintained and adequately tested including building risk assessments and emergency

power solutions. Mitigation measures to ensure site security include prevention of

unauthorised access through biometrics and authentication measures, perimeter controls

and monitoring of access points. There are appropriate insurance arrangements in place

tomitigate against any associated financial loss.

Risk 8

Upwards movement

Description

Hilton Foods IT systems could be subject to cyber attacks, including ransomware and

fraudulent external email activity. Such attacks are rapidly increasing in frequency and

sophistication, especially with the progression of artificial intelligence.

Its potential impact

Hilton Foods operations are underpinned by a variety of IT systems. Loss or disruption

to those IT systems or extended times to recover data or functionality could disrupt our

operations and affect our sales and reputation.

Unauthorised access to systems, both within our own network and in our supply chains,

could lead to loss of sensitive information. The risk of cyber attack is exacerbated by

increasing geopolitical uncertainties.

Risk mitigation measures and strategies adopted

Our robust IT control framework, including our information security programme is

aligned with the National Institute of Standards and Technology (NIST) Cybersecurity

and ISO Frameworks. We proactively identify and assess vulnerabilities in our systems

through simulated attacks, annual penetration testing and weekly vulnerability scans.

Remediation procedures allow us to correct potential weaknesses promptly. Testing is

conducted by both internal staff and specialist external bodies. We continuously improve

our IT control framework, which is applied consistently throughout the business and

ensures that our defences remain resilient in the face of evolving cyber threats.

Our information security programme places a strong emphasis on incident reporting and

response. Employees are encouraged to promptly report any potential security incidents,

fostering a culture of transparency and accountability. In the event of an incident, our

response protocols enable us to swiftly and effectively contain, eradicate, and recover from

security breaches.

Cyber awareness training plays a vital role in empowering our workforce to recognise and

report potential incidents. Frequent testing and simulations help bolster the resilience

ofthe organisation.

The Board and Risk Management Committee are regularly updated on cyber security

risk and mitigations. IT risk is considered when assessing new ventures, new sites are

required to comply with our minimum standards and operating models. IT forms part

ofsite business continuity exercises, which test and help develop the capacity to respond

topossible crises or incidents. Regular IT security reviews ensure compliance with

expected levels of updates to applications, servers and data centres.

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Risk management and principal risks

continued

Risk 9

Upwards movement

Description

A significant breach of health and safety resulting in any harm to people from negligence

or management oversight. The complexity of this risk increases as the Group expands

both geographically and into new product groups.

Its potential impact

Failure to maintain appropriate health and safety across the Group could result in

significant harm or fatality leading to a reputational, regulatory and/or financial impact

onour business.

Risk mitigation measures and strategies adopted

The safety and health of our employees is the number one priority for the business.

Hilton Foods has established robust health and safety processes and procedures across

its operations, including a Group oversight function, which provides key guidance and

support necessary to strengthen monitoring, best practice and compliance. The Group

has also rolled out an enhanced standardised safety framework. Health and safety

performance is reviewed at every meeting by the Board. We are in the process of rolling

out a health and safety auditing platform to support the strengthening of our current

health and safety framework.

Risk 10

No movement

Description

Hilton Foods business and supply chain is affected by climate change risks comprising

both physical and transition risks. Physical risks include long-term rises in temperature

and sea levels as well as changes to the frequency and severity of extreme weather

events. Transition risks include policy changes, reputational impacts, and shifts in market

preferences and technology.

Its potential impact

Potential physical impacts from climate change could include a higher incidence of

extreme weather events such as flooding, drought and forest fires that could disrupt

our supply chains and potentially impact production capabilities, increase costs and add

complexity. Action taken by societies could reduce the severity of these impacts.

Governmental efforts to mitigate climate change may lead to policy and regulatory

changes as well as shifts in consumer demand. The potential transitional impacts include

additional costs of low greenhouse gas emission farming systems, and the potential of

carbon price regulation aimed at shifting consumers to lower-carbon foods, which may

reduce the profitability of some of our products. Additionally, is increased stakeholder

focus on climate change issues. Our reputation could be impacted if we are not active

in reducing the climate impacts of our operations and supply chains, resulting in lower

demand for our products.

Risk mitigation measures and strategies adopted

We continue to develop our approach to climate change risk mitigation. We have

submitted more ambitious science-based targets across Scope 1, 2 and 3 emissions

aligned to the 1.5°C pathway, to decarbonise our own operations and supply chains.

We have set energy and water efficiency targets for our sites and continue to engage

inglobal collaborative action for decarbonisation of our key raw materials. We have targets

in place to deliver net zero emissions from our operations and supply chain before 2050.

Shifts in consumer demand are an opportunity for growth in our portfolio of plant-based

and seafood products. Additionally, we are ensuring we have the flexibility to adapt our

supply chains over time to mitigate physical disruption.

We continue to review and develop our assessment of the key physical and transition risks

impacting our business in line with the Task Force on Climate-related Financial Disclosures

(TCFD) recommendations. Our full assessment of climate risks and opportunities in line

with the TCFD framework is described within the Sustainability section of this report.

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Stakeholder engagement (Section 172)

Our people are at the heart of our success and the delivery of our strategy. A business that

is built around people needs to help every colleague develop to the best of their potential.

Our people

Why we engage

Our people are at the heart of our

success and ensuring their health and

safety, wellbeing and fair treatment is

essential to the delivery of our strategy.

With over 7,500 employees across

20 markets, our business is built around

our people and helping every colleague

develop to the best of their potential.

Areas of focus for our stakeholders

▶ Health and safety

▶ Engagement

▶ Recognition and reward

▶ Opportunity for skills and

career development

▶ Wellbeing

▶ Equity and respect

Further detail on how we engage with our

peoplecan be found on pages 48 to 52.

Engagement: What we learned and our actions

▶ Health and Safety:

What we learned: A proactive approach to health and safety significantly reduces risks.

Our actions: We developed a Global Health and Safety framework to minimise risks and

raise awareness. We ran campaigns across the business to promote safe behaviour.

We have safety programmes at all sites to ensure a safe environment is maintained

at all times and working groups to deliver on health and safety initiatives such as the

development of an image-based safety guide for all our colleagues.

▶ Mental Health and Wellbeing:

What we learned: Maintaining employee wellbeing is crucial for a healthy and

supportive workplace.

Our actions: We enhanced access to mental health services across the company and

introduced mental health first aiders at every site. We ran initiatives like the ‘It’s OK not

to be OK’ campaign at Fairfax Meadow, to encourage openness around mental health.

Our Inclusion Network delivered webinars focused on discussing relevant issues, such

aswellbeing and reducing stress.

▶ Diversity and Inclusion:

What we learned: Creating an inclusive workplace helps everyone reach their full potential.

Our actions: In 2024, we rebranded our Inclusion Network to support more employees.

We also partnered with Meat Business Women to offer mentorship programmes and

workshops aimed at empowering women. As a result, in 2024, 34% of senior leadership

roleswere held by women, highlighting our commitment to professional growth for all.

▶ Training and Development:

What we learned: Continuous development leads to more engaged, skilled employees

whocan drive business success.

Our actions: We rolled out our Learning Academy, now available at multiple sites, providing

tailored development opportunities. We expanded our Manufacturing Excellence

Programme, which launched in Australia after strong results in 2024. TheEmerging Leaders

Programme nurtured 190 high-potential employees, with 51% of participants being women.

▶ Investing in the Next Generation:

What we learned: Fresh perspectives bring innovation and positive change.

Our actions: We launched the APAC Internship Programme in 2024, giving young talent

exposure to different departments. Building on this success, we are launching the Graduate

Scheme at our Huntingdon Head Office in September 2025 to develop the next generation

of leaders. We are building a more engaged, diverse, and capable workforce at Hilton Foods,

and we remain committed to continuous improvement in these areas.

How the Board has oversight

The Board understands its employees

are the driving force behind the

long-term sustainable success of Hilton

Foods. Sarah Perry is the designated

H&S champion for the Board and H&S

isdiscussed at every Board meeting first.

There are deep-dive reviews and the Board

members participate in H&S training.

The Directors engage with employees

tounderstand their priorities and concerns,

and to identify and develop talent within

the Group. The Board oversees the

continued investment and prioritisation

of employee training and development.

Angus Porter is the designated

Non-Executive Director for workforce

engagement. He works closely with

colleagues to oversee our employee

engagement practices and reports back

to the Board on his findings. He also has

regular meetings with our Chief People

and Culture Officer and is engaged

in the development of the employee

engagement survey.

All reports to our whistleblower service are

reviewed by the Board.

The Board travelled to our Hilton Foods

Sweden and Fairfax Meadow sites in 2024

where they had the opportunity to meet

with employees. Directors also participate

in the Hilton Foods Leadership conference.

Townhall meetings were held at all Hilton

Foods sites in 2024 and attended by

members of the Executive Leadership

Team to update colleagues on Group

strategy and provide engagement

opportunities through Q&A sessions.

Hilton Food Group PLC Annual Report and Financial Statements 2024 32Overview

Strategic report

Governance

Financial statements

Additional information

Stakeholder engagement (Section 172)

continued

Our communities

Why we engage

Our communities play a vital role within

our business. We believe in building a

fairer society and food system for all and

seek to be a good neighbour in all of

our locations.

Areas of focus for our stakeholders

▶ Sustainability

▶ Social value

▶ Opportunities and careers

forlocal people

More detail available in our Sustainability Report

on pages 37 to 81.

Engagement: What we learned and our actions

▶ Global Heart, Local Response:

What we learned: Different causes resonate with our colleagues, and contributing

to the community creates a sense of shared purpose.

Our actions: In 2024, we raised over £130,000 through global charitable initiatives and

fundraising efforts. We prioritise local charities that matter to our colleagues and the

communities they live in. For instance, our colleagues in Ireland collected goods during

Christmas to donate to local homeless centres and women’s refuges. This reflects our

commitment to making a positive impact wherever we operate.

▶ Reducing Waste and Supporting Local Communities:

What we learned: Addressing food waste is key to supporting both the environment and

local communities.

Our actions: Hilton Foods Seachill UK has partnered with The Rock Foundation, a local food

bank charity, to provide meals to those in need. So far, we have donated over 30,000 meals

for the Grimsby community.

▶ Engaging the Next Generation:

What we learned: Educating young people about healthy food options and the food sector

fosters future interest and awareness.

Our actions: At Hilton Foods Central Europe, we partnered with a local school to host

interactive cooking workshops. Through hands-on activities, students learned practical

cooking skills, explored nutritious meal options, and gained insights into food production.

The overwhelmingly positive feedback showed that we were able to inspire and educate

thenext generation about food and nutrition.

▶ Innovating Packaging to Tackle Waste:

What we learned: Packaging innovation plays a critical role in reducing food waste and

improving sustainability.

Our actions: In 2024, we collaborated with strategic partners to implement a circular

economy for packaging. We adopted Flowrap packaging over traditional MAP, reducing

plastic usage by over 70% and extending product shelf life. This innovation supports our

ongoing efforts to reduce waste and minimise our environmental footprint.

▶ Respecting Human Rights:

What we learned: Understanding and addressing human rights risks in our value chain is

ofthe upmost priority to Hilton Foods and is essential to supporting thriving communities.

Our actions: We remain aligned with the UN Guiding Principles on Business and Human

Rights. In 2024, we conducted a comprehensive human rights risk assessment through

detailed data collection and analysis, as outlined in the GRI section of the Sustainability

Report. We also reviewed and strengthened our modern slavery risk management practices

to ensure fair and respectful treatment of workers throughout our value chain.

How the Board has oversight

The Board has overseen the integration

of our Human Rights Policy into our

core business functions through the

implementation of Our Global Supplier

Social Responsibility Code of Conduct

Compliance Requirements.

The Directors participate in Human Rights

training to understand how best to support

our colleagues, communities and the

workers in our value chain. They also receive

updates on the outputs and progress from

our supply chain transparency platform

tomonitor labour standards.

The Board works to build relationships with

our communities and legitimate public

interest groups.

The Board is kept informed of our

engagement with our local communities

through regular updates from the

Sustainability Committee and from

local sites.

Hilton Food Group PLC Annual Report and Financial Statements 2024 33Overview

Strategic report

Governance

Financial statements

Additional information

Stakeholder engagement (Section 172)

continued

Our customers

and consumers

Why we engage

Our customers and consumers are at the

heart of our business and they expect us

to produce products of the highest food

safety and quality. We focus on helping

consumers make ethical and sustainable

choices for both their health and the

health of the planet.

Areas of focus for our stakeholders

▶ Product quality

▶ Product sustainability

▶ Social responsibility

▶ Healthy and balanced diets

See pages 40 to 42 for more detail

on our Sustainable Protein Plan.

Engagement: What we learned and our actions

▶ Product Innovation – Affordable, Healthy and Sustainable:

What we learned: Our consumers desire food that is affordable, healthy and sustainable,

without having to compromise on their expectations due to rising living costs.

Our actions: We focus on innovation to deliver cost-effective food options, enabling

consumers to make healthy, sustainable choices despite living costs. We benchmark all our

products against nutritional standards and have reformulated recipes to reduce salt and fat,

while increasing fibre content. In 2024, Hilton Foods Holland launched an affordable range

of blended chicken and beef mince products, which improved the NutriScore rating from D

to C, and reduced CO

emissions by 40% compared to traditional 100% beef products.

▶ Product Range and Quality:

What we learned: Through consumer insights, we discovered a growing trend in the

demand for slow-cooked products. Consumers are increasingly seeking convenient options

that provide a full-flavour experience without the time and effort typically associated with

traditional slow cooking methods.

Our actions: In response, our UK and Ireland teams worked together to create a range

ofslow-cooked meat products for the Irish market that cater to consumer preferences for

ease and flavour. In the UK, we collaborated with Tesco to launch the Steakhouse range

ofpremium, restaurant-quality products at home. The range has received positive feedback,

strengthening our relationship with Tesco and supporting them in winning new customers.

▶ Building Expertise to Drive Innovation and Optimise Operations:

What we learned: To make a positive impact at key stages in the food supply chain, we must

develop our expertise as a supply chain partner, focusing on driving product innovation,

optimising operations, and reducing risks.

Our actions: In 2024, we collaborated with Woolworths in Australia and New Zealand to

improve availability, service levels, and product range. This partnership resulted in the launch

of 49 new products, achieved through better planning, forecasting, and innovation. As a

result, Hilton Foods APAC received the Woolworths 2024 Meat and Seafood Trade Partners

ofthe Year award in both territories. We are now better positioned to meet the evolving

needs of our customers.

▶ Advancing Sustainability:

What we learned: Our customers and consumers are placing greater importance on

sustainability, and it is crucial that we align with these values to meet evolving expectations

and ensure long-term success.

Our actions: We are committed to having responsible, eco-friendly practices that meet

the expectations of our customers and consumers. In 2024, we improved water efficiency

across our factories by 10% compared to a 2020 baseline. We updated our science-based

targets and Group Transition Plan, outlining clear steps to achieve a 95% reduction in direct

emissions by 2030. Additionally, our Fairfax Meadow site introduced electric vans, marking

the first step towards electrifying our entire fleet.

How the Board has oversight

Understanding what is important to our

customers and consumers is essential to

our business strategy, so the Board receives

regular updates on market developments,

trends and opportunities. These are

reported to the Board by the Executive

Leadership Team through reports,

presentations and site visits.

The Board oversees Hilton Foods

commitment to integrity, health, and

sustainability, while ensuring that we

continue to meet the evolving needs of our

customers, consumers and the planet.

The Board also receives updates on

Hilton Foods customer and consumer

engagement on relating to sustainability

and risk management topics via the

Sustainability and Risk Committees.

Hilton Food Group PLC Annual Report and Financial Statements 2024 34Overview

Strategic report

Governance

Financial statements

Additional information

Stakeholder engagement (Section 172)

continued

Our suppliers

Why we engage

Our integrated food supply chain enables

us to deliver consumer and customer

expectations supported by the supply

of high quality, safe, sustainable and

innovative raw materials.

Areas of focus for our stakeholders

▶ Quality

▶ Continuous improvement

▶ Partnership

▶ Transparency and efficiency

Further details on how we engage with suppliers

can be found in the Sustainability report.

Engagement: What we learned and our actions

▶ Leveraging Data for Supply Chain Excellence:

What we learned: Data-driven insights are crucial for optimising the entire supply chain,

from farm to fork, and addressing key challenges effectively.

Our actions: Foods Connected, provides a software platform to map and assess supply chain

challenges, allowing us to work collaboratively across the value chain to manage supplier

performance and align with both our own and our customers’ priorities. Further projects are

planned to strengthen our supply chain operations and the sustainability of our value chain.

▶ Animal Welfare:

What we learned: Ensuring high standards of animal welfare is vital to maintaining trust

and meeting customer expectations for sustainable practices. We recognise the growing

scientific evidence that crustaceans are sentient and can experience pain and suffering.

Reflecting new learnings in animal welfare in our policies can only be achieved through

working collaboratively throughout our value chain.

Our actions: We are committed to upholding the highest animal welfare standards through

our Animal Welfare Policy, which is integral to our business values. We employ a team of

trained auditors who conduct audits of our supply base. We conduct bespoke animal welfare

training to ensure animal welfare practices are followed throughout the entire value chain.

In 2024, we developed and published a Crustacean Policy with the Aquatic Life Institute

recognising crustaceans as sentient beings, and we are working closely with our suppliers

toimplement, strengthening relationships with our suppliers who share our commitment

toethical and sustainable practices.

▶ Supplier Social Responsibility Code of Conduct

What we learned: We recognise the risk of third-party labour exploitation and the

importance of strengthening systems to prevent modern slavery in our supply chain.

We reinforced our commitment to integrating ethical labour standards across all aspects

of our business, particularly within our global supply chain. Our learnings highlighted

that effective human rights due diligence goes beyond just audits, it requires continuous

monitoring, deeper insights, and proactive engagement with suppliers.

Our actions: We aligned our Human Rights Policy with our Supplier Social Responsibility

Code of Conduct, ensuring due diligence is part of the supplier approval process. In 2024,

we conducted a saliency assessment to identify areas where we need to enhance our due

diligence efforts. Our ethical compliance process serves as the first step in our broader

human rights due diligence, emphasising the need to go beyond audits and take a proactive

approach to improving practices across our supply chain. We have now included human

rights and labour risks in our supplier approval process, and we use Sedex, an internationally

recognised platform, to monitor labour standards and gain insights into working conditions

at supplier sites.

How the Board has oversight

The Board and senior management

engage with our suppliers through our

established total partnership strategy.

We have regular dialogue with suppliers

onproduct quality and payment terms.

The Board and senior management

collaborate with suppliers to address

any concerns, to identify supply chain

risks and work together to find solutions,

mitigaterisks and demonstrate

best practice.

The Board is updated on supply chain

risks, initiatives and opportunities

through regional updates and reports

from the Risk Management and

Sustainability Committees.

Hilton Food Group PLC Annual Report and Financial Statements 2024 35Overview

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Governance

Financial statements

Additional information

Stakeholder engagement (Section 172)

continued

Our shareholders

Why we engage

We focus on building shareholder

relationships through our strategic

engagement plan, based on the principle

of continuous engagement, to help us

secure ongoing investment and support.

By clearly communicating our purpose,

strategy, performance and outlook, we

ensure shareholders are well-informed,

enabling them to make decisions based

on a thorough understanding of our

business and its direction. We share

factual, clear and balanced information to

foster transparency and trust.

Areas of focus for our stakeholders

▶ Business performance

▶ Forecast and outlook

▶ Strategy and strategic priorities

▶ Business model and value chain

▶ Expertise that delivers our

competitive advantage

▶ ESG

▶ Medium-term financial guardrails

and ambitions

▶ Strategic capital allocation

▶ Remuneration

The Board’s current assessment of the Group’s

position and prospects are set out in the Strategic

report on pages 07 to 81.

Engagement: What we learned and our actions

▶ Regulatory News, Press Releases and Reports

What we learned: Ongoing updates are vital for keeping our investors informed about

business performance, new partnerships and strategic initiatives.

Our actions: We update our shareholders in a number of ways including through trading

updates, regulatory news service announcements and relevant articles in the financial

press. These updates are actively used to inform investors on our business and financial

performance, as well as key strategic and governance developments.

▶ Annual and Interim Reports, and Investor Presentations

What we learned: Providing accessible, live investor presentations on annual and half-year

results is essential for fostering the transparency and engagement that our investors expect.

Our actions: We deliver twice-yearly investor presentations on our results, webcast live, with

recordings and supporting slides made available on our corporate website for easy access.

▶ Shareholder Engagement – Visits, Meetings and the AGM

What we learned: Face-to-face engagement opportunities, such as facility visits, Capital

Markets Events, investor conferences, the AGM and other complimentary engagement

activities are important for building stronger relationships with our shareholders and

ensuring open communication between the Board and stakeholders.

Our actions: In 2024, we attended a strategic programme of investor conferences, hosted

a capital markets breakfast event and hosted investors and analysts for one-to-one and

smaller group meetings at our facilities in the UK and Sweden. At these events we updated

shareholders and analysts on our progress versus our strategic priorities and outlook,

shared key business activities and welcomed a Q&A. These events also offered access to key

members of the wider leadership team. A further Capital Markets Event is planned for 2025.

At the AGM, we provide all shareholders with the opportunity to ask questions, with

all Directors and the Chair of each Board Committee in attendance to respond.

Following feedback from shareholders that they would like a more personal and interactive

AGM experience, our 2025 AGM will be held in person and all shareholders are encouraged

to register their attendance in advance so we can ensure to be able to accommodate them

on the day.

▶ Interface, Accessibility and Governance

What we learned: It is important for shareholders to have access to senior leadership roles

and clear governance channels to enable effective communication and engagement with

major shareholders.

Our actions: We have a senior role focused on investor relations, enabling direct

communication with shareholders. Committee Chairs, including the Remuneration

Committee Chair, meet with shareholders and analysts to address questions. The Company

Secretary is a key point of contact for shareholder communications, particularly around

governance and meetings. We also receive shareholder feedback via our brokers. In 2025,

wehave started to undertake an independent review of investor perception with a selection

of our current shareholders which will inform how we evolve our strategic approach in 2026.

How the Board has oversight

The Board fosters open communication

with shareholders. The CEO and CFO,

supported by the Investor Relations

Director, engage in regular discussions

with shareholders and analysts to review

the Group’s performance, future prospects,

and gather insights into shareholder views.

These insights are then communicated

back to the Board.

Shareholders and analysts have direct

access to the Board as requested

via face-to-face and video meetings

with the Executive Directors, where

they get the opportunity to discuss

strategy, governance, performance and

outlook. Alongside the Chair and Senior

Independent Director, they are committed

to listening to any concerns shareholders

may have, particularly if issues have not

been resolved in prior meetings or were

deemed inappropriate to address earlier.

The Board are updated on shareholder

engagement at every Board meeting.

Hilton Food Group PLC Annual Report and Financial Statements 2024 36Overview

Strategic report

Governance

Financial statements

Additional information

Our unique position at the

centre of the food value chain

means we can influence,

innovate and collaborate across

each stage of the supply chain

to drive sustainable change.

Sustainability

CEO introduction

Sustainability Committee Chair’s statement

Our 2025 Sustainability Protein Plan

at a glance

How we work through the value chain

Delivering net zero

Areas of the biggest impacts and risk

Materiality matrix

Governance

People

Planet

Product

TCFD

Non-financial disclosures

Hilton Food Group PLC Annual Report and Financial Statements 2024 37Overview

Strategic report

Governance

Financial statements

Additional information

The Hilton Foods

Transition Plan is one

of the first of its kind

in the sector and is

fully aligned with the

recommendations of

the UK Government’s

Taskforce.”

Steve Murrells CBE

Group Chief Executive Officer

CEO introduction to sustainability

Innovating through partnership to make

nutritious protein more sustainable

When I took on the role of Group Chief

Executive Officer two years ago, a big part of

the decision were the values of Hilton Foods.

I had known and worked with the team at

Hilton Foods for over 30 years before taking

on this position. What always impressed

me was the culture and ethos within the

Company, and the commitment to doing

theright thing.

A clear example of this is the Sustainable

Protein Plan. Lots of businesses talk about

sustainability, but with Hilton Foods, it is

written into the way we work. The Sustainable

Protein Plan covers every aspect of what we

do and how we operate. It is not just designed

to deliver stretching sustainability targets;

itisalso a reason why our customers choose

to work with us, and how we create shared

value with our partners across the world.

I am, therefore, very pleased to share this

report, setting out our progress during 2024.

As you will see, the work we do, and the

targets we have set, continue to reflect our

global ambition and our commitment to

the UN’s Sustainable Development Goals.

Our Plan goes much further than mitigating

risks; it is designed to leave a lasting and

positive impact – helping to make proteins

more affordable, accessible and sustainable

inevery sense of the word.

An excellent example of our approach is

reducing food waste. Almost 10 years ago,

we signed up to Champions 12.3 – a business

coalition dedicated to halving global

food waste by 2030. Since then, we have

innovated at every stage of the food chain.

In our factories, we have cut the amount

of food wasted by 47% since 2021. We are

also using our strengths in technology and

supply chain management to reduce waste,

ensuring more of the animal is consumed by

humans. For example, we are making sure

that when there is waste, it can be redirected

to the places that need it most, like The Rock

Foundation in Grimsby, one of the many food

donation banks we are partnered with. All of

this is hardwired into our commercial plans

and leadership behaviours, with targets for

reducing food waste written into the Hilton

Foods Long-Term Incentive Plan (LTIP).

In these ways and others, our scale, our

partnerships, and our supply chain expertise

give us a vantage point which helps us to

deliver positive change. The progress we have

made has been particularly notable in light

of rising prices and global instability over the

past few years.

We have now reached a point where we are

on track to achieve the majority of our original

targets, a year ahead of schedule. A big focus

of our work this year has, therefore, been

looking at how our strategy should develop

and how we can go further and do more.

Our decision to publish the inaugural Hilton

Foods Transition Plan was front and centre

of this ambition. As part of this plan, we have

published a road map to becoming a net

zero company by 2048 – two years ahead

of our original target. The plan sets out

five areas where we see opportunities for

faster reductions in carbon emissions, from

reducing operational emissions, through

tolowering methane from livestock. It builds

on the work we are already doing to tackle

climate change, as well as our latest science-

based targets, which were approved in

March 2024. The Transition Plan is one of

the first of its kind in the sector and is fully

aligned with the recommendations of the UK

Government’s Transition Plan Taskforce.

During the course of 2025, we will be setting

out the next chapter of the Sustainable

Protein Plan. It will reflect a changing

regulatory landscape. Across many of the

markets we operate in, the policies around

transparency and disclosure are expanding,

and we will make sure that our approach to

reporting is market-leading wherever we can.

We are deeply conscious of the scale of the

challenges facing the planet, and while we

are proud of the positive contribution we

make, we know that our efforts are just part

of the change needed to help make protein

more sustainable across the world. That is

why we build impactful partnerships, across

all areas of our plan, to scale our work and

make an even bigger difference to the big

sustainability challenges we face.

Steve Murrells CBE

Group Chief Executive Officer

Hilton Food Group PLC Annual Report and Financial Statements 2024 38Overview

Strategic report

Governance

Financial statements

Additional information

As we embark on this

crucial year, we do so

with determination

and collaboration,

striving to deliver

resultsthatmatter.”

Rebecca Shelley

Non-Executive Director and

Chair of Sustainability Committee

We are entering the final

year of the 2025 Sustainable

Protein Plan and our priority

now is to accelerate our

mission to help make protein

more sustainable. This report

paints a picture of the

progress that has been made,

and the targets that are being

delivered on, made possible

through the outstanding

contributions of many teams

within the business. It reflects

a business that does what

it says it will do and now

wemust speed up the action

to deliver lasting change.

As Chair of the Sustainability Committee,

myrole, and the role of my fellow Committee

members, is to ensure the next phase of the

Plan is well-governed, fairly measured, and

reflects the external environment. So, as we

develop our thinking, the Committee will

beapplying three tests of the new initiatives.

The first test is whether the Plan fully reflects

our external environment. Over the past

few years, we have lived through a period

of exceptional uncertainty, with pandemics,

wars and the impact of climate change felt

across our supply chain. We are also seeing

the legal landscape change significantly,

with new requirements on businesses to

become more sustainable. It is important

that our plans have the capacity to adapt

to external disruption, whilst also delivering

and complying with all relevant regulations

and laws.

The second test is about measurement and

incentives. Over the past few years, we have

given a lot of thought to the way that our

sustainability targets are embedded within

the business. In 2022, we wrote sustainability

targets into the Long Term Incentive Plan

for Hilton Foods. It will be important to apply

similar rigour and commercial grounding

to the next chapter of the Sustainable

Protein Plan.

This links to the third test: governance.

From the start, we made sure the Plan was

appropriately governed by a standalone

Committee with a Non-Executive Chair.

Over time, we have increased this scrutiny,

for example by ensuring that sustainability

features on the agenda of the Group Risk

Committee. We will continue this oversight

toensure that our work is both achievable

and demonstrates the right ambition.

As we carry out this work, my colleagues and

I will be engaging with external partners

to understand their views on how we work

together and where our focus should be. It is

important that we continue to bring external

perspectives into our thinking.

Rebecca Shelley

Chair, Group Sustainability Committee

Sustainability Committee Chair’s statement

Delivering on our 2025

Sustainable Protein Plan

Hilton Food Group PLC Annual Report and Financial Statements 2024 39Overview

Strategic report

Governance

Financial statements

Additional information

People

Pillar 2025 targets Status Progress

Valuing

people

Reduce Lost Time Incidents (LTIs) by 10% (against 2020 baseline across

Hilton Foods)

Behind Whilst we have not met our lost-time incidence target, we have made

significant progress in reducing the severity of incidents by 47%. Health and

safety is a key area of focus for 2025

Establish Global Wellbeing Framework to support employee wellbeing Achieved Established Group Wellbeing Framework in 2022

30% of all leadership roles filled by women Achieved 34% of women in leadership roles

Employee consultative forums or works councils at all Hilton Foods sites On track Employee consultative forums or works councils operational at 15 sites

Protecting

human

rights

Functioning governance structure in place Achieved Integration into key risk processes. Read more on governance structure

on page 47 and in the Human Rights section of our GRI Index in the

Sustainability Report

100% of Hilton Foods production facilities ethically audited Achieved 100% of Hilton Foods production sites have had a third party ethical audit

Train all Hilton Foods employees on human rights On track Training provided in 2024 to the Board and Executive Leadership Team and Site

Sustainability Leads. Human Rights training material has been developed for all

employees and will be integrated into our induction training in 2025

Modern slavery awareness training extended to all managerial colleagues On track Training materials in development to be accessible on our new online

learning system

100% of labour and service providers audited to Hilton Foods Agency

Labour Standard

On track Our Agency Labour Standard has launched across all sites, and all labour and

service providers independently audited as part of our SMETA roll out

100% of primary suppliers signed up to Hilton Foods Supplier Social Code

of Conduct

On track All Hilton Foods businesses have engaged their primary suppliers on

this requirement

100% of new primary suppliers screened using Hilton Foods Social Criteria On track Ethical screening integrated into new supplier approval for protein suppliers

100% of high-risk primary suppliers audited On track SMETA audits for high risk primary suppliers have been initiated

Developing

potential

All production colleagues offered the opportunity to participate in ‘work

conversations’ with their manager to discuss performance, development,

career aspirations, wellbeing, ideas and feedback

On track Work Conversations have been rolled out across all our sites

Development opportunities for all management talent identified as ready

forsuccession through annual review of leadership capability and succession

On track 294 colleagues participated in Manufacturing Excellence programme across

our UK and APAC sites

150 colleagues to go through leadership development programmes by 2025 Achieved

190 colleagues taken part in our Accelerated Development programmes

since 2019

Our 2025 Sustainability Protein Plan at a glance

Hilton Food Group PLC Annual Report and Financial Statements 2024 40Overview

Strategic report

Governance

Financial statements

Additional information

Planet

Our 2025 Sustainability Protein Plan at a glance

continued

Pillar 2025 targets Status Progress

Reducing

emissions

100% renewable electricity across all own operations in Europe

byendof2025and globally by 2027

On track 79% renewable electricity globally, 93% in Europe

100% achieved at all production sites in the UK

Achieve our science-based targets (SBTs) across Scope 1, 2 and 3 in line

withpublished timelines and publish updated ambitions by 2025

On track Updated our SBTs in line with 1.5

C and published Transition Plan

32% reduction in absolute Scope 1 and 2

18% reduction in absolute Scope 3

Intensity reduction of 15% in emissions of cattle in Europe by 2025

(alignedtothe ERBS Sustainability objectives)

On track Detailed Transition Plan focused on decarbonising our beef supply chains

Enhancing

animal

welfare

More than 90% of livestock from farms in assurance schemes On track Actively working with farm assurance schemes to improve standards,

moredetailinour Animal Welfare Statement

100% humane slaughter of animals across all our products

including aquaculture

On track 100% of animals in our supply chain are stunned prior to slaughter

Responsible antibiotic use throughout our supply chain On track Antibiotic use by our suppliers is recorded and monitored as part of farm

assurance schemes, further detailed in our Animal Welfare Statement

Nature

positive

Eliminate deforestation from the conversion of natural forests to agriculture

or livestock production in our supply chains

On track Preparing for compliance towards the EUDR, more detail in our 2025

Deforestation Statement

Maintain 100% of paper and board from certified sources On track All paper and board purchased is from a FSC or PEFC-certified chain of custody

Planning and reporting tools provided to all farmers to support

regenerative farming

On track Rolling out of Chirrup boxes across farms, an artificial intelligence tool

to measure biodiversity through bird song. Now verified as effective as

experienced ecologists for identifying birds

100% of seafood responsibly sourced to Hilton Foods standards (aligned to

the Sustainable Seafood Coalition code and PAS 1550), and openly reporting

supply chains through Ocean Disclosure Project

On track 86% of seafood responsibly sourced to Hilton Foods standards and 100%

ofseafoodreported through the Ocean Disclosure Project

Hilton Foods Seachill directly sourced wild caught seafood 100% certified

totheMSCstandard or equivalent (by 2025)

On track 98% of wild caught UK seafood in Hilton Foods Seachill was either MSC

certified or in a comprehensive Fishery Improvement Project

Hilton Food Group PLC Annual Report and Financial Statements 2024 41Overview

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Additional information

Our 2025 Sustainability Protein Plan at a glance

continued

Product

Pillar 2025 targets Status Progress

Balanced

healthy

diets

Double sales of plant-based, vegetarian and flexitarian products

(compared to a 2020 baseline)

On track 52% increase in sales of plant-based and vegetarian products compared

toa2020 baseline

Assess health and sustainability attributes of all Hilton Foods proteins

toprovide consumers with information on their role in healthy,

sustainable diets

Achieved All products have been benchmarked against nutritional criteria across Hilton

Foods, 65% of products across Europe scored A or B against Nutri-Score

nutritional criteria

Circular

packaging

Reduce direct packaging waste by 30% (compared to 2021 baseline) Achieved 36% reduction in equivalent site waste against 2021 baseline*

Drive demand for circular tray-to-tray recycling and actively prioritise

theuseof circular material

On track Tray-to-tray introduced at the majority of sites, 100% tray-to-tray trial at Hilton

Foods UK, circa 20% tray-to-tray content in majority of our European sites

All Hilton Foods retail packaging fully reusable, recyclable or compostable Behind 77% of total packaging is recyclable

Achieve minimum of 50% average recycled content across all

plastic packaging

Achieved Achieved 56% average recycled content across our plastic packaging

Reduce the weight of plastic packaging while ensuring it remains fit

for purpose

On track Introduction of flow wrap technology has reduced plastic packaging

weightby295 tonnes in 2024

Resource

efficiency

Improve energy efficiency in Hilton Foods production facilities by

atleast10%(compared to 2020 baseline)

Achieved Used less energy in every site during 2024 compared to 2023

10.2% reduction in total equivalent energy consumption, with 19.6% reduction

in thermal energy use*

Improve water efficiency in Hilton Foods production facilities by

atleast10%(compared to a 2020 baseline)

On track 9.5% reduction in total equivalent water consumption*

Halve Hilton Foods factory generated food waste by 2030 compared to 2019

(in line with the Champions 12.3 commitment to deliver UN SDG 12.3)

On track 47% reduction in food waste compared to a 2021 baseline

* Excludes new acquisitions since 2020, including Fairfax Meadow, Dalco and Foppen.

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How we work through the value chain

At Hilton Foods, we have a crucial position at the centre of the food value chain

with the freedom to influence and innovate across each stage of the supply chain.

Supply chain transparency

At Hilton Foods, our partnerships hold the

key to our impact. We have a crucial position

at the centre of the food value chain with the

freedom to influence and innovate across

each stage of the supply chain.

We partner with Foods Connected and

Evolve4 to maximise our efficiency and

provide end-to-end traceability of our

supply chain.

Foods Connected

Our partnership with Foods Connected

provides us with base traceability, tracking

the movement of products through

the supply chain. It also allows us to

communicate our commitments to suppliers,

adding a further level of visibility on:

1. Animal welfare

2. Human rights

3 Food safety and quality

4. Carbon emissions

5. Packaging recyclability

6. Sustainable sourcing

Evolve4

Our partnership with Evolve4, an ERP

software provider, gives actionable insights

into our production. Providing a system that

can increase productivity, reduce waste and

support personnel management.

We supplyWe deliverWe manufactureWe innovateWe source

Research partnerships

with universities,

industry bodies

and start-ups

Farm

Consumers

Renewable electricity

Production facilities

Research

into

alternative

proteins

Retailer

Delivering high-quality affordable products

across over 20 international markets.

Supply chain

workers

Feed

Aquaculture

farms

Fishing

vessels

Vegan and

vegetarian

Seafood

Meat

Easier

meals

Supply chain

services

Our

employees

Processing

facility

Upstream Own operations Downstream

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Delivering net zero

20242020 2030 2048

Emission reduction

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Milestones to date

Scope 1 & 2

▶ Taken delivery of first electric

delivery vans

▶ Implemented energy efficiency

programme ISO 50001 across 10 sites

▶ Phasing out CO

discharge mince

cooling across sites

▶ On site solar generation installed

atfive sites

▶ Renewable electricity contracts

inplaceat 15 sites

Scope 3

▶ Partnered with University of Lincoln

toresearch methods to reduce

emissions from digestion and manure

▶ Partnered with Future By Insects

todevelop carbon negative feed

▶ Installed EV charging at the majority

of Hilton sites

▶ 100% of palm oil, directly purchased

soy is certified deforestation-free

▶ 100% paper and board purchased

isfrom a FSC or PEFC-certified chain

of custody

▶ Development of tools,

changes to formulation and

implementation of new

technologies to deliver

lower-carbon products

▶ Provide supply chain

guidance to transition to net

zero machinery

▶ Industrial decarbonisation

inmaterial production sectors

▶ Implement livestock

farming practices

which actively enhance

carbon sequestration

▶ Introduce low

footprint fertiliser

▶ Partner with retailers and

suppliers to implement

renewable energy in their

farms and factories

▶ Support farmers to

implement best practice

genetics and animal health

▶ Partner with hauliers,

retailers and government

to decarbonise

vehicle powertrains

▶ Work with suppliers

tocommercialise enteric

emissions inhibitors

Scope 1 & 2

Scope 3

By 2030, we will

reduce absolute Scope

1 & 2 emissions by

95%

32%

Reduction in Scope 1 & 2

By 2048, we will be

net zero

and reduce

ourScope 3 by

45%

18%

Reduction in Scope 3

The following pages break down our roadmap to achieving

net zero by 2048, looking at the actions we’ve taken so far

and our upcoming projects, which ensure we meet this target.

Ongoing and future actions

Scope 1 & 2

▶ Implement ISO 50001

acrossall sites

▶ Deliver fluorinated gas phase

out programmes across

all sites

▶ Solar generation

implemented across our

global production sites

where appropriate

▶ Implement renewable

electricity globally by 2027

▶ Convert fleet to

zero-carbon alternatives

▶ Install heat pumps and

lower-carbon

cooking processes

Scope 3

▶ Improve packaging

toreduce food waste

inconsumer homes

▶ Continuous improvement

projects to reduce the

amount of virgin material

used in packaging

▶ We are committed to

phasingout deforestation

inour supply chain by the

end of 2025

▶ 50% reduction in food

waste globally

▶ Implement climate-related

clauses and reporting

requirements with suppliers

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Areas of the biggest impacts and risk

Material issues

The materiality matrix maps

the most crucial aspects of

sustainability by pinpointing

what matters most to our

business and the world

around us.

In 2024, we embarked on an in-depth

reassessment of our material topics and

implemented a double materiality scope,

tobetter understand our most material

impacts on people and/or the environment,

as well as the most material risks and

opportunities for our business.

Refreshed material topics, to be published

in the 2025 Annual Report, will be material

from an impact perspective, a financial

perspective, or both. Aligned to both

company-specific metrics and Hilton Foods’

Sustainable Protein Plangoing forward.

Whilst we are still in the double materiality

process, this Annual Report focuses on

our previously reported material topics.

These topics were determined through

consultation with internal and external

stakeholders, having recognised expertise

across our key risk areas (including NGOs,

consultancies, customers, retailers and

suppliers) to ensure a holistic and nuanced

understanding of the issues that matter most

to our business and stakeholders. The current

materiality matrix has been reviewed and

deemed still relevant for 2024.

Our current material topics of significance are:

Product safety, quality and integrity

The safety of our products is our first priority and everyone’s responsibility at Hilton Foods.

We ensure our factories adhere to rigorous quality standards and we are ever-vigilant

toensure we maintain these standards. As we continue to expand into new markets and

grow our customer base, this remains a growing risk for us.

Deforestation

Although 100% of our paper and board purchased is from a FSC or PEFC-certified chain of

custody and 100% palm oil and directly purchased soy we buy are certified as deforestation

free, we are still working to ensure our entire supply chain is deforestation free. We are

engaging with emerging legislation in the EU and have updated ambitions to align our

science-based targets to 1.5°C and contribute to the elimination of deforestation from our

supply chain.

Climate change

It is increasingly clear that the global food system contributes to climate change, so we

have further increased our internal focus on tackling climate change and mitigating

itseffects. While we are continuing to improve measurement of our impact both in our

operations and throughout the value chain, we are now very much into the delivery

ofthose targets with significant progress being made.

Human rights

Ensuring communities and workers across our value chain receive fair treatment and

are safeguarded is a moral, regulatory and strategic imperative. Around the world,

governments are introducing additional legislation to protect these rights; complying with,

and where possible exceeding these legal requirements, is a core part of the Sustainable

Protein Plan.

Health and safety

A safety-first culture is at the heart of our operations and we recognise that there are risks

for our colleagues who work across the sites. We have programmes at all site locations

toensure a safe environment is maintained at all times and through our audit programme,

we are working to mitigate any risks that occur and reduce lost time incidents.

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Materiality matrix

Importance to external stakeholder

Impact on our business

Talent development

and availability

Supporting our

communities

Antimicrobial

resistance

Effluent and general waste management

Food waste

across value chain

Ethical business

Transparent supply chains

Accessible, healthy and nutritious food

Responsible

neighbour

Contamination and

bioaccumulation

Emergence of more sustainable products

Responsible recruitment

Wellbeing, diversity and inclusion

Packaging

Biodiversity

Climate change

Deforestation

Product safety, quality and integrity

Human rights

Animal health and welfare

Sustainable management of fisheries,

aquaculture and agriculture

Energy and water

efficiency in factories

Health and safety

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Governance

Our plans for a better food

system require heads to come

together, across the business

at every level. We have built

a governance structure to

ensure sustainability is part

ofevery conversation and

that everyone has a part to

play in achieving our goals

and targets within our

Sustainable Protein Plan,

whilst ensuring accountability

and oversight at all levels

ofthebusiness.

Further detail on our sustainability governance

structure can be found in our TCFD report

on page 63. Our combined TCFD and

TNFD report can be found in our standalone

Sustainability Report.

In 2022, we announced specific sustainability

targets in the Hilton Foods Long-Term

Incentive Plan (LTIP) as part of our ambition

to embed sustainability within our business

strategy. Last year, we further developed the

LTIPs to have an increased weighting around

our People pillar. To ensure leadership are

held accountable, we introduced quantifiable

people metrics to drive progress across all

three pillars of our strategy.

More detail on our ESG embedded LTIPs can be

found on page 101.

How is sustainability

embedded in our business?

Board

Set the ambition for long-term sustainability programme, embedding this in the business culture.

Risk Management Committee

Reviews and monitors the climate-related financial disclosures

and reports to the Board on sustainability-related risks.

Audit Committee

Coordinates risk management activities throughout the Group.

Sustainability Committee

Oversees the delivery of our long-term social and environmental

strategy. Manages the direction and implementation of the

Sustainable Protein Plan.

Executive Leadership Team

Agree and oversee delivery of targets.

Find out more about the Executive Team: www.hiltonfoods.com/who-we-are/executive-leadership-team

Senior Management Team

Set global strategy and oversee Group and local implementation plans.

Responsible for sustainability projects & reporting Integrate sustainability strategy into their areas of responsibility

Chairman

Managing Directors

Group Sustainability Team

Site Sustainability Leads

People & Culture

Procurement

Group Internal Audit & Risk Director

Representatives from Executive Leadership Team

Director of Sustainability & Human Rights

Key international leaders across the business

Non-Executive Directors

Commercial Functions

Chief Financial Officer

Director of Sustainability

& Human Rights

Chief Executive Officer

Head of Departments

Non-Executive Directors

Non-Executive Director

Representatives from Executive Leadership Team

Director of Sustainability & Human Rights

Key international leaders across the business

Quality

Operations

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Sustainability

People

We believe the work we do

as a business is crucial for

society and brings value to

all our stakeholders, from

consumers through to farmers

andproducers.

But none of this value would be possible without the people who drive

Hilton Foods forward each and every day. Ensuring the safety, wellbeing

and fair treatment of everyone in our business is at the centre of

everything we do, fuelling our progress and shaping our future.

Alignment with the UN SDGs

5.5 Ensure women’s full and effective participation and equal

opportunities for leadership at all levels of decision making

in political, economic and public life

8.8 Protect labour rights and promote safe and secure

working environments for all workers, including migrant

workers, in particular women migrants, and those in

precarious employment

Ensuring that every

worker in the Hilton

Foods supply chain

is treated fairly, paid

properly, and protected

from exploitation

is a cornerstone of

responsible business.

Slave-Free Alliance is

proud to support Hilton

Foods’ work on this.”

Robin Trenbath

Senior Advisor, Slave-Free Alliance

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People

Valuing our people

People are at the core of

Hilton Foods’ strategy; they

are the essential element

of all our operations and

businesses. With over

7,500 employees across 10

countries, their innovation,

collaboration and care enable

us to deliver exceptional

products to global customers

every day.

The health, safety and wellbeing of our

colleagues are our core priority. However,

this year, we are reporting a 47% increase in

Lost Time Incidents against our 2020 baseline.

Measuring against the unprecedented year

of 2020, where our factories and offices had

less people on site, is challenging. However,

it is our duty to robustly address this increase,

and we have put in place mitigations across

all our manufacturing sites. Health and safety

is a key focus area for 2025. It is important

tonote, however, that our Lost Time Incident

Severity Rate, has decreased by 47%.

2025 targets

Reduce Lost Time Incidents (LTIs)

by 10% (against 2020 baseline

across Hilton Foods)

Establish Global Wellbeing Framework

to support employee wellbeing

30% of all leadership roles filled

by women

Employee consultative forums or works

councils at all Hilton Foods sites

34%

women in leadership roles

47%

reduction in Lost Time

Incident Severity Rate

In 2024, we expanded access to mental

health services and enhanced support for

wellbeing initiatives with mental health first

aiders at every site and campaigns like ‘It’s OK

not to be OK’ at our Fairfax Meadow sites.

Diverse and inclusive teams are key to

achieving our growth plans. As ongoing

strategic partners for Meat Business Women,

the platform supports women throughout

their careers in the industry, providing

mentorship programmes and workshops,

ensuring women have the tools they need

tothrive professionally.

An ongoing focus of this year has been our

impact on local communities. Our sites

have shown remarkable care and initiative,

fundraising for national and regional charities,

such as the Samaritans. Hilton Foods

Ireland collected goods over Christmas

todonate to their local homeless centre and

women’s refuge.

Learnings from the last year

The voices of our employees are crucial

tothe success of the business. Our annual

engagement survey collected 6,414

colleagues’ responses. Wellbeing, continued

opportunities for growth and inclusion came

out as key priorities.

Harnessing these insights, sites are able

tobring about targeted positive change

toour employees from expanding access

tomental health services to the launch of our

Inclusion Network.

Looking ahead

We are focused on empowering colleagues

to share their ideas and thoughts, using

processes such as our engagement

survey and employee forums to suggest

positive changes. We are always looking at

innovative ways to encourage a safe working

environment that supports employee

wellbeing. In 2025, we are looking into stress

management and intervention, diving deeper

into the impact of stress so that we can

ensure the healthy minds of every employee

at Hilton Foods.

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Additional information

People

2025 targets

Functioning governance structure

in place

Train all Hilton Foods employees on

human rights

Modern slavery awareness training

extended to all managerial colleagues

100% of labour and service providers

audited to Hilton Foods Agency

Labour Standards

100% of primary suppliers signed up to

Hilton Foods Supplier Code of Conduct

100% of new primary suppliers screened

using Hilton Foods Social Criteria

100% of high risk primary

suppliers audited

Ensuring respect for human

rights standards across both

our own operations and

our global supply chains

is central to Hilton Foods'

mission. Just as we value

the contributions of our

employees, we embed what

it means to operate as an

ethical business at every level.

Informed by Principle 15 of the UN Guiding

Principles on Business and Human Rights,

which states that companies must ‘know

and show’ their respect for human rights,

wehave committed to internationally agreed

standards. From ethical sourcing of raw

materials to safeguarding fair practices across

our supply chains.

At Hilton Foods, we protect the rights of

workers within our business and supply

chains by ensuring fair remuneration,

supporting freedom of association and

collective bargaining, upholding high

health and safety standards, fostering

discrimination-free workplaces and ensuring

access to effective grievance mechanisms.

We have integrated our Human Rights Policy

into core business functions through our

global Supplier Social Responsibility Code

of Conduct and Compliance Requirements.

This has led to a globally aligned appraisal

of human rights and labour risks linked to

our supplier approval process. In 2024, we

improved these processes by gathering data

to identify our salient human rights risks,

ensuring our human rights due diligence is

as effective as possible. This is further detailed

in our GRI Human Rights disclosures in our

Sustainability Report. As part of this process,

we conducted a comprehensive review

of our current practices, challenges, and

opportunities to strengthen our approach

to human rights and modern slavery risk

management across our business.

Learnings from the year

Ongoing geopolitical turbulence continues

to challenge the protection of human

rights in our sector, with third-party labour

exploitation continuing to be a risk in

many regions where we operate. In 2024,

we strengthened our efforts to detect and

prevent modern slavery and exploitation

within our operations. Our strategy included

establishing robust internal systems by

integrating a core ethical labour standard

across all global manufacturing sites, with

all our sites successfully completing SMETA

audits in 2024, the world’s most recognised

ethical labour standard. It is important to us

that we hold ourselves and our supply chain

to the same standard.

Looking ahead

We continue to work to create a risk

management system sensitive to evolving

risks, which also incorporates worker

feedback. In 2025, we will further develop

our human rights due diligence, focusing

on supplier collaboration and worker

engagement to address emerging risks.

By evolving our risk management systems

and ensuring they are sensitive to global

challenges, we aim to continuously improve

working conditions in the food sector.

Protecting human rights

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People

Protecting human rights continued

100% of Hilton Foods

manufacturing sites

ethically audited

As a major employer, ensuring all workers

are treated with dignity and respect, in

safe and fair workplaces, is a fundamental

priority. Since the launch of our Group

Human Rights Policy in 2021, where we

committed to the core conventions of the

International Labour Organisation and the

Ethical Trading Initiative’s (ETI) Base Code,

we have been working towards a mechanism

to demonstrate both our compliance to our

own standard and methodology to support

continuous improvement.

All our manufacturing sites have now been

audited against the ETI Base Code using

the SMETA methodology. SMETA, one of the

world’s leading ethical audit frameworks,

comprehensively covers labour standards,

health and safety, environmental practices,

and business ethics. This achievement

underscores our commitment to enabling a

fair and safe workplace.

Implementing an ethical audit standard

across our own business has helped us

understand areas of improvement. It has

validated worker contracts, hours and pay

across all levels of our workforce, including

employees, security services, agency workers,

canteen and cleaning staff. Crucially, despite

the variations in labour laws across our global

operations, we now maintain a consistent,

golden thread of standards that all workers at

Hilton Foods’ sites can expect and rely upon.

The SMETA audit process also includes

interviews with a diverse range of workers

from each site, offering them a platform to

candidly share their experiences with an

impartial third party. This has been invaluable

for our senior leadership teams across our

sites, who have engaged wholeheartedly

with implementing their feedback,

taking proactive steps to implement

necessary changes.

We will continue to run ethical audits as a core

element of our human rights programme,

ensuring our commitments are met with

rigour and transparency.

2021

launch of our Group

Human Rights Policy

100%

of Hilton Foods

manufacturing sites

are ethically audited

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People

2025 targets

All production colleagues offered the

opportunity to participate in ‘work

conversations’ with their manager

todiscuss performance, development,

career aspirations, wellbeing, ideas

and feedback

Development opportunities for all

management talent identified as ready

for succession through annual review

ofleadership capability and succession

150 colleagues to go through leadership

development programmes by 2025

At Hilton Foods, we believe

that a business built around

people must empower every

colleague to reach their full

potential. Supporting career

growth and skill development

is fundamental to our

shared success.

In 2024, we launched our online learning

management system at our UK sites,

offering employees flexible and accessible

opportunities for professional growth. This will

be rolled out across all our businesses in 2025

allowing us to drive our culture of continuous

improvement across the many areas in which

our employees work.

We expanded our Manufacturing Excellence

programme, with over 58 global participants

in 2024, the highest participation levels

to date. This initiative not only enhances

knowledge sharing but also builds

confidence, fosters collaboration, and delivers

practical solutions across our workforce.

We also expanded our Emerging and

Exploring Leaders programme, with over

103 participants in 2024, 51% of whom were

women. More on both programmes can be

read in our Sustainability Report.

190

colleagues have taken

part in our Accelerated

Development Programmes

801

graduates and apprentices

66,566

total hours of

training completed

These efforts reflect our commitment

to nurturing talent, championing career

development and ensuring every colleague

feels valued as part of our team. By investing

in our people, we continue to drive progress

against our strategy and build a stronger,

more innovative business.

Learnings from the year

As we continue to grow, we are building

robust systems to recognise and develop

internal talent. The successful launch of our

online learning management system in key

regions has provided access to a wide range

of training, supporting improved skillsets

inmanagement, organisation and delivery

of projects. In 2025, we are excited to expand

this rollout, with a focus on delivering training

centred around key sustainability topics.

Looking ahead

We are launching our first graduate

scheme at our Huntingdon headquarters

in September 2025. Previously, we have

welcomed apprentices and interns but are

excited to take this next step in encouraging

young talent into our business. The next

generation give a unique perspective that

will support and drive our business forward.

We are dedicated to creating opportunities

for everyone at Hilton Foods to enhance their

skills, advance their careers and feel valued

within our team.

Developing potential

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The new Transition Plan

details the actions the

business will take to

achieve these targets,

covering operations,

products and

services, policies and

financialplanning.”

Sarah George

Edie Content Editor

onourTransitionPlan

Sustainability

Planet

Our commitment to protecting

the planet begins with our goal

of achieving net zero emissions

by 2048, but it extends far

beyond that.

We strive to build a truly sustainable food system by raising standards

in every area, from animal welfare to the responsible stewardship of

land and sea. The opportunity to create meaningful impact drives this

pillar of our Sustainable Protein Plan, guiding us to act responsibly and

push boundaries.

Alignment with the UN SDGs

2.4 By 2030, ensure sustainable food production systems

and implement resilient agricultural practices that

increase productivity and production, that help maintain

ecosystems

14.4 By 2020, effectively regulate harvesting and end

overfishing, illegal, unreported and unregulated fishing

and destructive fishing practices and implement

science-based management plans

15.2 By 2020, promote the implementation of sustainable

management of all types of forests, halt deforestation,

restore degraded forests and substantially increase

afforestation and reforestation globally

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Planet

2025 targets

100% renewable electricity across all our

own operations in Europe by end of 2025

and globally by 2027

Achieve our science-based targets

across Scope 1, 2 and 3 and publish

updated ambitions

Intensity reduction of 15% in emissions

of cattle in Europe by 2025 (aligned

to the European Roundtable

for Beef Sustainability’s (ERBS)

sustainability objectives)

Building a resilient, net zero

business is at the core of

our strategy. Ensuring we

deliver this goal requires

dynamic collaboration across

our business and with the

wider industry to ensure

enduring decarbonisation.

This is why, in 2024, we launched our updated

science-based targets and our first Group

Transition Plan. This lays out our plan for

delivering a 95% reduction in direct emissions

by 2030 and reducing our supply chain

emissions by 45% on a journey to reaching

net zero by 2048. Our leadership position was

recognised this year as we received an A for

our CDP Climate disclosure.

On sites we have continued to implement

our decarbonisation programme. Our Fairfax

Meadow site welcomed the first electric vans

as part of a programme to electrify our entire

fleet. We also switched on a new 1.8 MW solar

panel array at our Truganina plant, and Hilton

Foods Holland was the most recent site to

switch to 100% renewable electricity, with our

remaining European sites set to join them in

2025. Across the Group, we have continued

to implement ISO 50001 energy efficiency

standard across our sites and have initiated

a programme to phase down our use of

fluorinated gases in refrigeration.

32%

reduction in

Scope 1 & 2emissions

18%

reduction in

Scope3emissions

79%

renewable electricity

globally

We are also collaborating across the value

chain to deliver on our Scope 3 ambitions.

In 2024, we continue to partner with Seafish

and other processors to develop and align

on the use of the Seafood Carbon Emissions

Profiling Tool (SCEPT), as well as projects

with farms to increase use of byproducts and

install renewable electricity.

Learnings from the year

In our Transition Plan, we shared the detail

behind our Scope 3 emissions, arguably

the most challenging area for emissions

reduction for food companies. Category 1

Purchased Goods and Services accounts for

98.6% of Scope 3, and within that beef is most

material to our footprint. Improving animal

genetics and health to increase animal

productivity is among the most effective

approaches to greenhouse gas mitigation.

Partnership with farmers to deliver this will

be crucial to the mitigation of our associated

emissions from livestock.

Looking forward

The diffuse nature of farming and fishing,

with many small-scale producers, can make

engagement challenging, so partnership

will be essential. This will include supporting

suppliers to deliver the best practices on

food waste and energy efficiency, which

we have implemented in our own factories,

scaling projects like Chirrup from pilot phase

to full implementation and working across

the industry, through initiatives like the UK

Seafood Federation and the ERBS, toembed

enduring decarbonisation across our

supply chain.

Reducing emissions

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Planet

Reducing emissions continued

Leading in sustainable

proteins – the launch

of our Transition Plan

As part of our journey to becoming a net

zero company, we published our first Group

Transition Plan in November, 2024. This plan

is our commitment to a sustainable future,

developed by our expert in-house team in

collaboration with suppliers, customers and

academia. Our Transition Plan details the

actions we will take across the food system to

achieve our ambitious science-based targets,

while increasing resilience throughout our

value chain. To ensure the deliverability of

our near-term targets, all measures through

to 2030 are fully deliverable with existing

commercially available technologies.

As part of the Transition Plan, we have

developed site-level decarbonisation plans,

which will enable us to cut emissions from

our own operations by 95% by 2030. We now

have in place programmes to advance

efficiency, implement leading production

technology, phase out the use of fluorinated

refrigerants and implement renewable

electricity across our manufacturing sites.

Achieving our Scope 3 targets requires close

collaboration with partners to reduce product

footprints and strengthen the resilience of

the global food system. We have developed

credible roadmaps to decarbonise key

ingredient supply chains and are actively

working with partners to implement

them. This effort complements expanded

programmes to minimise packaging use and

reduce food waste across our value chain.

95%

reduction in Scope 1 & 2

emissions by 2030

2048

is when we will reach

net zero

Hilton Foods is proud to be one of the

first food companies to release a Group

Transition Plan aligned with the Transition

Plan Taskforce’s recommendations, now

the internationally adopted benchmark.

This milestone builds on our data-driven

decarbonisation journey. Starting with

a clear baseline, we have established a

robust roadmap to ensure targeted and

effective delivery.

Our Transition Plan will evolve over time,

with periodic updates to reflect progress and

refine our approach as we advance towards

asustainable future.

Read more about our plan to reach net zero on the

Hilton Foods website.

There is huge opportunity

for collaboration across

the industry to create

positive change with

our partners and

communities to benefit

our ecosystems.”

Steve Murrells CBE

Group Chief Executive Officer

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2025 targets

More than 90% of livestock from farms

inassurance schemes

100% humane slaughter of

animals across all our products

including aquaculture

Responsible antibiotic use throughout

our supply chain

Ensuring high animal

welfare standards is integral

to our business, enabling

us to meet our customers’

expectations for high

quality, sustainably reared

livestock and aquaculture.

Together with our retailer

partners, suppliers and

farmers we are committed

to the development and

implementation of high

welfare standards for

livestock and farmed fish

across our global supply

chains, from breeding and

rearing to transportation

and slaughter.

As a global business, we aim to share

learnings across the different markets in

which we operate, using our influence

to drive progressive improvements in

animal welfare that meet and exceed

legal requirements.

To achieve our ambitions, we continue

to develop the knowledge and skill set of

our own auditors. We work in partnership

with industry and expert bodies to identify

and prioritise areas for research and

implementation of innovations in animal

care. We are members of the Board of the

European Roundtable for Sustainable Beef

(ERBS) production and now hold the chair

for the ERBS Technical Working Group.

Through this group, we have ambitious

animal health and welfare targets to ensure

that animals in beef production across

Europe are provided with an environment in

which they can thrive.

Learnings from the year

We recognise the role that our business

can play, given our cross species and

global reach, in improving animal welfare.

In 2024, we published our first Crustacean

Policy, recognising crustaceans as sentient

beings. We also saw an improvement in the

percentage of livestock suppliers achieving

a green rating in their animal welfare audits.

This continues to demonstrate the value of

Hilton Foods’ animal welfare audits on driving

animal welfare improvements across our

global supply chain.

Looking forward

As our business grows, so does our

knowledge of animal welfare, we will

continue working towards increasing the

percentage of animals sourced from certified

farm animal welfare assurance schemes,

and where possible, utilising higher welfare

schemes. As our suppliers continue to report

animal welfare outcome measurements, we

will explore how we can benchmark this data

and provide insights to further drive animal

welfare improvements within the supply

chain as part of a more sustainable food

production system.

Enhancing animal welfare

70%

of our suppliers achieved

agreen rating in our animal

welfare audits

100%

of animals in our supply

chain are stunned prior

to slaughter

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2025 targets

Eliminate deforestation from the

conversion of natural forests to

agriculture or livestock production

in our supply chains

Maintain 100% of paper and board

fromcertified sources

Planning and reporting tools

provided to all farmers to support

regenerative farming

100% of seafood responsibly sourced

toHilton Foods standards (aligned to the

Sustainable Seafood Coalition code and

PAS 1550), and openly reporting supply

chains through Ocean Disclosure Project

Hilton Seachill directly sourced wild

caught seafood 100% certified to the

MSC standard or equivalent (by 2025)

The unprecedented loss of

nature is a major contributor

to climate change, and

in the same instance,

climate change is making

it increasingly difficult

for nature to recover. As a

business, we want to move

beyond protecting the natural

environment to ensure that

we provide valuable nature

positive contributions. We are

committed to halting and

reversing this nature loss and

supporting the long-term

recovery of nature, while

maintaining people’s access

to sustainable proteins.

We want to enhance the diversity of

nature within our farming and production

ecosystems. To achieve these aims we

continue to develop our understanding

and map our own impact on biodiversity

with support from the University of Lincoln.

We have continued our work with 2025

Earthshot Prize nominee, Chirrup, as they

aim to develop a scalable tool for monitoring

biodiversity. We have also continued

tosupport the Ocean Disclosure Project

through the sharing of supply chain data.

This greater transparency in sourcing will

drive improvements in, and reduce the

environmental impact of, seafood production.

Learnings from the year

Despite the delay in the implementation of

the EU Deforestation Regulations (EUDR),

we remain committed to achieving a

deforestation-free supply chain. The process

of preparing for the EUDR has supported

the roll-out of a system that highlights areas

of greater risk, ensuring we have the correct

due diligence to demonstrate sustainable

sourcing. We continue to collaborate with

partners through the UK Soy Manifesto to

ensure that all physical shipments of soy to

the UK are deforestation and conversion free

by the end of 2025.

Looking forward

2024 saw the successful validation of

Chirrup’s birdsong bioacoustics technology

reinforcing the role that birdsong can play

as a method for monitoring biodiversity.

We are looking forward in 2025 to

supporting the wider rollout of the Chirrup

technology, allowing farmers to establish

a baseline of their biodiversity and provide

insights to support them in their nature

positive initiatives.

In addition, we will look to provide leadership

to the industry as we aim to support farmers

through a Hilton Foods farmer engagement

programme. This will build on existing

work to support farms in their transition to

regenerative processes; enhancing soil and

water resources, increasing biodiversity and

having a positive impact on nature.

Nature positive

100%

paper and board purchased

is from a FSC or PEFC-

certified chain of custody

100%

certified deforestation-free

soy in salmon feed and

directly purchased soy

100%

of seafood reported through

the Ocean Disclosure Project

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Sustainability

Product

Producing affordable proteins

that put people and planet at

the centre of the innovation

process, from product

development and packaging

tothe efficiency of our factories.

Every piece plays an important part in ensuring we can deliver

high-quality proteins to your plate.

Alignment with the UN SDGs

7.2 By 2030, increase substantially the share of renewable

energy in the global energy mix

12.3 By 2030, halve per capita global food waste at the

retailand consumer levels and reduce food losses

alongproduction and supply chains, including

post-harvest losses

12.5 By 2030, substantially reduce waste generation

throughprevention, reduction, recycling and reuse

Innovation plays a

crucial role in the

development of

our products. This

includes sustainability

innovation, for example

in partnership Tesco,

and Hilton Foods

have trialled the

development of trays

from 100% recycled

packaging.”

Kené Umeasiegbu

Responsible Sourcing Director

Tesco

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2025 targets

Double sales of plant-based, vegetarian

and flexitarian products (compared

to a 2020 baseline)

Assess health and sustainability

attributes of all Hilton Foods proteins

to provide consumers with information

on their role in healthy, sustainable diets

Providing sustainable,

affordable and healthy food

is at the very heart of the

Sustainable Protein Plan.

Ensuring households have

the facts they need to make

informed choices on their

diets, aligned to their values.

As part of our commitment to providing

consumers with choice, understanding the

nutritional value of our products and having

the data to both inform future product

development and consumers, has been

a key focus of this year. We benchmarked

our products’ nutritional value for all our

European sites, with 65% of our products

receiving A or B Nutri-Score nutritional

values. This benchmarking process is being

extended across our entire business to

provide a comprehensive overview of our

products. More detail on this project is in our

Sustainability Report.

With 71% of consumers prioritising both

sustainability and health in their purchasing

habits (source: Mintel), these remain at

the forefront of our strategic decisions.

Through in-depth consumer insights

research, we can identify emerging

trends and adapt our offerings to meet

them. For example, to support the rising

popularity of the slow-cooked category we

have developed a range of products that

give consumers the eating experience of

alonger cooking process, without having

to dedicate the time and energy use at

home. This insight-driven approach ensures

we remain attuned to shifting preferences,

while delivering sustainable, affordable and

accessible choices for all.

Learnings from the year

76% of consumers feel the effects of climate

change (source: GlobalScan), but the

cost-of-living crisis has had a significant

impact on consumer’s ability to make

sustainable choices, often having to sacrifice

for more affordable ones. With affordability

acting as a continuous barrier for consumers,

we are using our data-driven approach to

explore how we can create products that

reduce cost both at retail and when cooking

at home. We are also diversifying our portfolio

to include proteins with lower emissions such

as seafood and flexitarian products.

Looking forward

We will continue to use insights to drive new

product innovation, in addition to continuing

to upskill our colleagues and customers

to enable them to educate consumers

on the nutritional benefits of red meat in

the diet. We are delivering our transition

to more sustainable beef, lamb, pork and

seafood as outlined in our Transition Plan.

Working tirelessly to find solutions at all

stages of farming and manufacturing, so that

consumers don’t have to compromise.

65%

of products across our

European sites have

anAorBNutri-Score

52%

increase in sales of

plant-based and

vegetarianproducts

Balanced healthy diets

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2025 targets

Reduce direct packaging waste by 30%

(compared to 2020 baseline)

Drive demand for circular tray-to-tray

recycling and actively prioritise the use

of circular material

All Hilton Foods retail packaging fully

reusable, recyclable or compostable

Achieve minimum of 50% average

recycled content across all

plastic packaging

Reduce the weight of plastic packaging,

while ensuring it remains fit for purpose

Packaging is an essential

part of our business, it

guarantees the safety of the

product, while prolonging

shelf-life. But, it is also a key

focus for consumers, with

54% saying packaging is the

most appealing sustainability

claim.* Whilst packaging

is required to ensure food

safety, we are committed

to reducing its use and

working towards a fully

circular packaging system,

reducing the amount of virgin

material we use and reducing

food waste throughout our

value chain.

As part of our continued efforts towards a

fully circular system, we successfully launched

the first trial of 100% recycled tray packaging

with Tesco and Klöckner Pentaplast (kp).

Using kp’s Tray2Tray® technology, we

produced 100% recycled PET (rPET) food trays

made from recovered tray material.

We continue to innovate through

collaboration with our strategic partners.

Flow wrap has been rolled out to sites across

Europe, reducing plastic packaging by up

to 70%. In addition, we have continued to

roll out moisture retaining trays that allow

us to phase out the use of soaker pads and

improve recyclability.

We are going further to also take packaging

out of natural environments that are being

polluted. We are partnering to produce

packaging from plastic recovered from the

seashore. Since we began in 2022, we have

removed over 446 tonnes of plastic from

the environment.

Learnings from the year

In food manufacturing, balancing

sustainability with practicality in packaging

is a constant challenge. The lack of national

recycling infrastructure limits the effects

of even the most innovative packaging

solutions. Through collaboration across

industries, governments and communities

to align efforts, we can improve recycling

infrastructure and drive systemic change.

Our commitment to the UK, Australian and

Canadian Plastic Pacts is an example of this.

Providing an industry-wide commitment

to100% of plastic packaging being reusable,

recyclable or compostable and 30% recycled

content in packaging.

295

tonnes of plastic saved in

2024 by moving to flow wrap

446

tonnes of plastic recovered

from the ocean since 2022

56%

average recycled content

in plastic packaging

Circular packaging

* Source: Mintel.

Looking forward

We are thrilled about the strides we are

making in sustainable packaging, including

trialling trays using 100% recycled PET trays.

This milestone reflects our commitment

to innovation and reducing environmental

impact. Looking ahead, we are eager to

continue driving change through cutting-

edge solutions, expanding circular packaging

systems, and collaborating to address

global challenges.

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Circular packaging continued

100% Tray-to-Tray recycling

atHilton Foods UK

There are a number of reasons to transition

to a circular packaging system. It reduces

waste by reusing materials and redirecting

them from landfill in addition to reducing

the energy required to make new plastic.

It is also pushing us to find innovate solutions

to reduce plastic use. Most importantly, a

circular system is needed to build towards

amore sustainable future.

At Hilton Foods UK, we partnered with

Klöckner Pentaplast (kp) Tray2Tray

and

Tesco to pilot a ground-breaking project

to recycle trays into new food-safe trays.

Tesco’s mince was packed in trays made

entirely from recycled PET tray and sealed

with kp FlexiLid

, a film containing 30%

recycled content.

This project aimed to challenge the recycling

infrastructure and demonstrate that

100% of a recycled tray can be efficiently

processed back into food-grade trays to

be used again and again. With one million

tonnes of PET trays produced annually in

the EU, only 5% are recycled back into food

packaging. By establishing a dedicated

supply stream for recycled PET tray, this

initiative has the potential to significantly

increase that percentage, creating a stronger

circular economy.

This trailblazing effort marks a significant

point in our journey to actively prioritise

the use of circular material and discourage

plastic going to landfill.

This achievement exemplifies

the power of collaboration with

our customers and suppliers

to deliver market-leading

innovation to the shelves.

Through these strong,

long-standing partnerships,

we remain dedicated to

creating cutting-edge solutions

that align with the goals of

our Sustainable Protein Plan

and our customers ambitions,

while upholding the highest

standards of quality and

product shelf life for their

consumers.”

Andrea Jex

Procurement Director atHiltonFoods

100%

recycled food trays into

new food-safe trays

30%

recycled content

in kp FlexiLid

©Klöckner Pentaplast

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2025 targets

Improve energy efficiency in Hilton Foods

facilities by at least 10%

(compared to a 2020 baseline)

Improve water efficiency in Hilton Foods

facilities by at least 10%

(compared to a 2020 baseline)

Halve Hilton Foods factory generated

food waste by 2030 compared to 2019

(in line with Champions 12.3 commitment

to deliver UN SDG 12.3)

The most cost-effective

way for any business to

reduce its environmental

and social impact is to make

better use of resources.

That is why we continue our

laser focus on efficiency,

both in our factories and

our supply chains. We are

constantly innovating to find

new markets for food that

was historically considered

waste and optimise our use

of energy, water and other

resources, without reducing

product quality.

Our team of engineers are constantly driving

continuous improvement across the business,

with 10 of our sites now certified to ISO 50001.

One of the benefits of being a global business

is the range of expertise we have within

the team with the ability to test innovative

solutions in one of our facilities before rolling

them out globally. Many of our sites now

run yields in excess of 95% and every site

is now using less energy than they were in

2020, with some having delivered reductions

ofmore than 70%.

Our expansion into supply chain

management, automation and factory

design, through Greenchain Solutions,

allows us to support supply chain partners

toimplement the learning we have

developed in our own facilities, so they can

reduce emissions in their facilities.

Learnings from the year

The biggest challenge in resource efficiency

is in costing the less tangible benefits of

resource efficiency. Upgrading to more

efficient technologies or practices often has

benefits in reduced maintenance, increased

reliability and reduced insurance costs, all of

which bring financial benefit to the business,

as well as using less energy, water and

materials. Well-implemented, some can even

become revenue generators, allowing us to

buffer demand to the grid or creating a new

market for a product we previously viewed

as waste. Understanding the multifaceted

benefits of these opportunities will allow us

to accelerate resource efficiency and reduce

costs, while ensuring we deliver on our

decarbonisation goals.

Looking forward

In 2025, we will complete the roll out of

site-level decarbonisation plans at all sites,

accelerating existing programmes to phase

down the use of fluorinated gases on our

sites, deliver ISO 50001 across sites and

decarbonise heat generation at an asset level,

all whilst reducing the amount of energy,

water and materials we use.

10.2%

reduction in energy use

since 2020*

9.5%

improvement in water

efficiency since 2020*

47%

reduction in food waste

since 2021

Resource efficiency

* Excludes new acquisitions since 2020,

including Fairfax Meadow, Dalco and Foppen.

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TCFD

2025 climate disclosures

Introduction

We recognise that, while climate change

presents major challenges to the food sector,

meeting those challenges also presents

opportunities for our business. Hilton Foods

is committed to assessing how these

risks impact our business and responding

accordingly. In the last year, we have started

to analyse the nature-related risks to our

business (published in the TNFD section

of our Sustainability Report), updated our

science-based targets and released our

Group Transition Plan.

In line with the requirement for mandatory

climate-related disclosures arising from the

Companies (Strategic Report)

(Climate-related Financial Disclosure)

Regulations 2022, as well as FCA Listing

Rule 6.6.6R, we have provided information

tostakeholders on the potential

climate-related risks and opportunities

for our business to enable them to make

informed decisions. We set out in the

following sections our climate-related

financial disclosures consistent with all of the

TCFD recommendations and recommended

disclosures as detailed in ‘Recommendations

of the Task Force on Climate-related Financial

Disclosures’, 2017, including the appropriate

annexes and supporting guidance. Details on

the 11 recommended disclosures can be

found on the following pages, in addition to

details of where climate-related disclosures

outlined in Section 414CB of the Companies

Act 2006 are located in the below table.

Recommendation Recommended disclosures Reference CA 414CB

Governance

Disclose the organisation’s governance around

climate-related risks and opportunities.

Describe the Board’s oversight of climate-related risks and opportunities Page 64 (a)

Describe management’s role in assessing and managing climate-related risks and opportunities Page 64 (a)

Strategy

Disclose the actual and potential impacts of

climate-related risks and opportunities on the

organisation’s businesses, strategy, and financial

planning where such information is material.

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

andlong-term

Page 66 (d)

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

financial planning

Page 66 (e)

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

including a 2°C or lower scenario

Page 67 (f)

Risk Management

Disclose how the organisation identifies,

assesses, and manages climate-related risks.

Describe the organisation’s processes for identifying and assessing climate-related risks Page 65 (b)

Describe the organisation’s processes for managing climate-related risks Page 65 (b)

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

organisation’s overall risk management

Page 65 (c)

Metrics and Targets

Disclose the metrics and targets used to assess

and manage relevant climate-related risks

and opportunities where such information

ismaterial.

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

strategy and risk management process

Page 75 (h)

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks Page 75 (h)

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

against targets

Page 75 (g)

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Governance

Our climate change governance structure

isset out on page 47.

Board oversight of climate risks and

opportunities

The Board, led by our Chair Mark Allen,

isresponsible for the long-term success

ofthe Group and has ultimate responsibility

for climate-related risks and opportunities.

The Board meets no less than eight times

a year and provides rigorous challenge

to management on progress against

sustainability and wider business targets

and goals.

This year, the Board approved our detailed

Group Transition Plan, Sustainability Report

and initial proposals for ongoing sustainability

strategy, as well as a scheme to improve

employee’s access to electric vehicles

and projects to increase the reusability

ofsecondary packaging across the Group.

Our climate KPIs, goals and objectives, as

detailed as follows, form part of the Board

agenda when appropriate through their

oversight of the Sustainable Protein Plan.

Climate-related issues form part of the

Board’s consideration of major strategy

decisions, significant projects and wider

business planning.

The Board also ensures the Group maintains

an effective risk management and internal

control system, including over climate-

related risks and opportunities. This includes

the use of audit and assurance resources.

The Board, via the Audit Committee, has an

ongoing review process for principal risks,

including climate change (see page 31). This is

supported by an in-depth annual assessment.

The Board delegates certain sustainability

matters to principal committees: the

Sustainability Committee has oversight

ofclimate-related strategy, while the Audit

Committee supports the Board in relation

to climate-related risks. Individual Board

members have experience relevant to climate

risk management, including financial, supply

chain, sustainability and general governance

roles across a range of industry sectors

including global retailers and their suppliers

(see Board of Directors biographies on our

website). In addition, the Board receive

training on the Group’s climate challenge, key

and upcoming legislation, regulatory trends

and how we are responding as a business on

an annual basis.

Sustainability Committee

From a strategic perspective, climate-related

issues are discussed within the Sustainability

Committee, which is chaired by Non-

Executive Director, Rebecca Shelley who

has substantial sustainability experience,

which helps to inform Board discussions.

Rebecca led Tesco’s sustainability strategy

and delivery programme internationally

for four years and was responsible for

sustainability programmes for financial

services companies including Prudential plc.

In her Non-Executive roles on other boards,

she chairs the Liontrust Asset Management

Sustainability Committee and is a member of

the Conduit Re Sustainability Committee.

The Committee meets at least three times

per year and monitors the progress and

performance of the Group’s sustainability

strategy (the Sustainable Protein Plan),

key initiatives for reducing the business’

climate footprint throughout our value

chain, as outlined in our Transition Plan,

and our performance in reducing our

overall environmental impact. The Chair

ofthe Sustainability Committee reports any

updates at each Board meeting as part of the

standard agenda for each meeting.

The Committee also reviews our reported

KPI’s as outlined in the ‘Metrics and targets’

section, through our KPI monitoring

system, which tracks Group-level metrics,

such as emissions, energy and water

use. The Committee Chair informs the

Board of our strategy and progress every

three months.

The Committee also reviews our reported

KPIs as outlined in Metrics and Targets below,

through our KPI monitoring system, which

tracks Group-level metrics, such as emissions,

energy, and water use.

Management’s role in assessing and

managing climate and nature-related

risksand opportunities

Our Chief Executive, Steve Murrells, is a

permanent member of the Sustainability

Committee and has ultimate management

responsibility for climate-related targets,

commitments and policies. Steve has

extensive sustainability experience having

been responsible for sustainability strategy

in his previous roles as CEO of Co-op Group

and Co-op Retail. At the Co-op Group, he

campaigned on climate change issues

including serving as a panel member

at COP26 and Chair of the British Retail

Consortium’s Climate Action Roadmap

steering group.

As part of our commitment to sustainability,

Steve leads our positive response to

addressing climate-related risk and

opportunities. Day-to-day governance of

climate-related issues are delegated

to the Executive Leadership Team, which

oversees the strategy to meet our

climate-related targets, monitors the progress

of our transition to a net zero business

and aligns our product portfolio to shifts

in demand.

The Sustainability Team, led by the Chief

Quality and Sustainability Officer, is

responsible for identification and mitigation

of climate risk, across both our operations

and supply chains. This team oversees

carbon reduction projects in partnership

with customers, suppliers and wider industry.

Members of the team hold governance roles

within industry collaborative forums, due to

the transient nature of these roles they are

outlined on our website.

The Executive Leadership Team also

monitor progress against a project plan

and KPI tracker specific to each site.

Climate-related issues are monitored by the

Group Sustainability Team and mitigation

strategies are developed for approval by the

Executive Leadership Team and reported by

the Group Sustainability and Human Rights

Director to the Sustainability Committee.

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Processes by which management is

informed about climate-related issues

In addition to the previous information flow,

management is also advised by our internal

experts in areas such as energy procurement,

sustainable agriculture and supply chain.

Management is involved in national, regional

and global associations and forums, providing

scientific information on relevant risks and

mitigations and research with universities.

More detail on our collaboration may be

found in our standalone Sustainability Report.

Management conduct regular horizon

scanning activities to monitor climate and

nature-related risks and opportunities.

This informs the ongoing review of Group

environment policies, which cover

climate-related topics. This is in addition

toour annual sustainability materiality

process detailed further on page 45.

The business also has specific controls in

place in purchasing to ensure compliance

with our ambitions. We have implemented

a requirement for capital goods purchasing

to conduct a simplified lifecycle assessment

of the project, focused on climate impacts,

and have internal guidelines requiring

additional sign-off for the purchase of fossil

fuel-consuming equipment or equipment

containing fluorinated gases. We are

also phasing climate-related clauses into

contracts with key suppliers. Selected senior

colleagues, as well as those in key commercial

roles, receive training on climate change.

Additionally, a risk assessment is conducted

for all protein suppliers on the SEDEX

platform, with high-risk suppliers required

to conduct a SMETA audit. This includes

an evaluation of their environmental

management processes.

Risk management

Audit and Risk Management Committees

Climate-related risks are identified,

monitored and their mitigation strategies are

reviewed within the Internal Audit and Risk

management function, which ensures the

full integration of climate-related risks into

the Group’s risk management framework.

The Group Internal Audit and Risk Director

executes a key role, supported by the

Chief Quality and Sustainability Officer, in

ensuring that management are identifying,

mitigating, monitoring and reporting

on all key risks, including those linked to

climate change. Our human rights-related

risks also include any relevant impacts and

dependencies on indigenous communities

or local communities. The Risk Management

Committee considers the risk appetite and

reviews the progress and development of

internal controls and their implementation.

They then assess the effectiveness of these

activities independently to report to the

Audit Committee and Board. The Audit

Committee determines risk categorisation

and mitigation measures before final Board

approval. The Risk Management Committee

and the Audit Committee both meet four

times per year respectively, and climate

change is discussed and monitored at all

Audit Committee meetings as one of our

principal risks.

Our processes to identify, assess and monitor

climate and nature-related risks

The assessment of climate-related risks

is a collaborative effort across business

functions and allows for consideration of a

risk’s timescale and magnitude of potential

impacts. This process determines the

categorisation of principal and emerging

risks for final approval by the Board.

The magnitude of climate-related risks,

opportunities, impacts and dependencies are

assessed using the criteria on the following

page. This was slightly revised in 2024 to align

with the upcoming Corporate Sustainability

Reporting Directive (CSRD).

Hilton Foods considers climate-related

risks and opportunities in all physical and

transition risk categories. We consider current

and emerging climate-related risks in our

operations, upstream and downstream

supply chain. Existing and proposed

legislation and regulatory requirements are

continually monitored to determine changing

compliance requirements, such as controls

on emissions, deforestation commodities

or product environmental labelling.

In combination, this information helps in

determining how management prioritise

resources in managing the most material

climate-related risks.

Risks are subject to continual refinement and

quantification over time, which assists in any

required incorporation of climate-related risks

into the Group’s overall budgeting, strategy

and financial statements. A comprehensive

re-evaluation of the Company’s

climate-related risks was carried out as part

of the development of our double materiality

matrix to be published next year.

External stakeholders were

surveyedor interviewed for their

views on sustainability matters

(derived from ESRS 1 topics, as well

as Hilton Foods’ specific topics).

Internal subject-matter experts

identified a comprehensive list of

impacts, risks and opportunities

(IROs), considering the full scope of

sustainability matters at all levels of

Hilton Foods’ value chain.

Hilton Foods’ CSRD working

group have considered a

combination of internal and

external input when looking at

the double materiality matrix

and deciding the threshold

for reporting.

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Climate Climate-related risk assessment

We assess the relative magnitude of

climate-related risks and opportunities

using the below scale. This is specific to

climate-related risks and distinct from the

quantifiable indicators used to define our

principal risks. This scale accommodates the

significant potential impact of climate-related

risks on the Group, differentiates between

various high-risk climate issues

that would otherwise be equally weighted

under our principal risk matrix, and better

reflects their importance relative to other

Group risks. Risks are assessed prior to

mitigation due to limitations in available

data and to enable us to monitor the

proportionality of mitigations, however

financial assessment of the residual risks

include relevant mitigations to enable us

toevaluate the residual risks.

Risk Opportunity Impact

Very

high

▶ Possible failure of the business and unable to achieve

corporate objectives

▶ Loss of ability to operate

▶ Very significant fines or criminal proceedings

▶ International press coverage and irrevocably

tarnishedreputation

▶ Very significant

financial gains

▶ Widely observed

success of the business

▶ Could have international

press coverage and

thriving reputation

High ▶ Significant impact

▶ Cast significant doubt on the ability to

meet objectives

▶ Significant adverse regulatory judgement and/

or fines

▶ National press coverage and tarnished reputation

▶ Significant

financial gains

▶ Positive outlook for

future of the business

▶ Could have national

press coverage

Medium ▶ Considerable issue but short-term

▶ Only relatively minor concern about longer term

business prospects

▶ Larger fines and written judgements

▶ Public awareness but limited long-term impact

on reputation

▶ Significant

financial gains

▶ Positive outlook for

future of the business

▶ Could have national

press coverage

Low ▶ Disruption to activities but limited to the

immediateterm

▶ No longer term impact on ability to achieve objectives

▶ Small fines or written warnings

▶ Customer aware but no press coverage

▶ Small positive

financial impact

▶ Limited

public awareness

▶ No impact

on reputation

Minimal ▶ Inconvenience, but no impact on ability to

achieve objectives

▶ Regulator is aware but no impact

▶ Not in the public domain

▶ Minimal positive

financial impact

▶ No public awareness

▶ No impact on ability to

achieve objectives

Strategy

Approach

Hilton Foods recognises that the need

to act on climate change presents both

risks and opportunities to our business.

The management or development of these

has been factored into our Transition Plan

and wider sustainability strategy through

the Sustainable Protein Plan. The Group

isimpacted by both physical and transition

risks which are outlined in detail as follows.

Climate change has been a principal risk

for the Group since 2020 and we are in the

process of evaluating the salience of nature

as a risk.

For the purposes of this disclosure, we have

used the following time-horizons for our

climate risk analysis. The short-term horizon

covers our immediate in-year actions, the

medium-term horizon includes our

near-term business strategy and the

long-term time horizon encompasses our

actions that contribute to achieving our net

zero strategy, our asset life and sufficient time

period for climate-related risks to manifest.

Certain climate-related risks are unlikely

tomaterialise before the medium or

long-term horizon or may have a high degree

of unpredictability both in occurrence and

severity (e.g. major cyclones).

Time horizon From (years) To (years)

Short 0 1

Medium 1 5

Long +5

Our approach to climate scenario analysis

In accordance with the TCFD

recommendations, we have reviewed the

behaviour of certain risks under different

climate outcomes to help inform our strategy

and financial planning, this is laid out in

our Transition Plan and the Physical Risk

section of this report. We used three primary

public scenarios to better understand our

exposure to climate change transition risks

and opportunities, in addition to three

Intergovernmental Panel on Climate Change

(IPCC) scenarios to model the behaviour

of physical hazards. The time horizons for

scenario analysis extend beyond our overall

risk time horizons and are derived from the

modelling software used to assess behaviour

of risk under different SSP/RCP scenarios.

Use of these time frames allows for more

comprehensive evaluation of potential risks

given their greater likelihood to materialise in

the longer term.

Scenarios have been supplemented

with additional internal and external

sources specific to each risk to inform our

assumptions. Scenario analysis involves

assumptions and limitations such as:

▶ Impacts are considered in the context

ofthe current business structure, financial

performance and prices

▶ Impacts are modelled to occur in a linear

fashion, when in practice dramatic

climate-related impacts may occur

suddenly after tipping points are breached

▶ The analysis considers each risk and

scenario in isolation, when in practice,

climate-related risks may occur in parallel

as part of a wider set of global impacts

▶ Energy system modelling was conducted

on the basis of national average projections

▶ The Evaluate and Assess analysis parts were

conducted by applying a weighting system

to intermediary risk slices, representing

projections of natural factors at specified

years with data availability varying by factor

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▶ The weights were determined using a

decay function based on the Net Present

Value (NPV) discount factor, reflecting

risk tolerance.

▶ For a medium-risk tolerance, higher weight

was assigned to risks in the near future,

while a low-risk tolerance extended more

consideration to risks, which are more likely

to occur further in the future.

Our overall assessment indicates that the

business remains resilient to climate-related

risks across all three scenarios. This resilience

is attributed to our awareness of these risks,

the flexibility of our business model, and our

existing and planned mitigation strategies

as outlined in our Transition Plan. We have

conducted some initial quantification of

the impact our climate-related risks and

opportunities may have on the Group, using

all available data and relevant modelling

where appropriate. However, whilst this

work is ongoing as part of our wider double

materiality assessment, we have decided not

to publish quantification details atthis stage

due to the very high levels of assumption

involved and the potential tomislead

stakeholders. We will continue to refine

our financial impact analysis, relevant to

Strategy(b) with aview to updating the

disclosures in the nextreporting cycle.

Our Transition Plan is fully integrated

and its execution is part of our ongoing

business strategy, and this will evolve as we

integrate further modelling into our strategy.

When evaluating risk time horizons in

scenario modelling we align to the weighted

average cost of capital for the disclosure year.

Scenario Source

Change in global

mean surface

temperature

(°C) by 2100 Notes

Net Zero Emissions

by 2050 Scenario

(NZE)/RCP2.6/SSP 1

IEA

IPCC

1.5°C Greenhouse gas (GHG) emissions are strongly

reduced, resulting in a trajectory consistent

with limiting the temperature increase

to less than 1.5°C in 2100 compared to the

pre-industrial period. This provides a below

2°Cscenario.

Stated Policies

(STEPS)/RCP4.5/

SSP 2

IEA

IPCC

2.5°C A combination of physical and transition risk

impacts as temperatures rise by around 2.5°C

by 2100 with 50% probability. This scenario is

used as it represents a base case scenario with

the trajectory implied by today’s policy settings.

RCP8.5/SSP 5 IPCC 4.1–4.8°C GHG emissions continue to grow unmitigated,

leading to a best estimate global average

temperature rise of 4.3°C by 2100. This scenario

is included for its extreme physical climate

risk impacts, consistent with likely climate

anomalies over an extended timeframe.

Physical risks

We have conducted a number of

assessments of the physical risks to our

business in previous years. These were largely

conducted by external parties working in

partnership with our internal Risk, Finance

and Sustainability Teams. In 2025, we have

brought this capability in house, allowing

us to better integrate this work with our

strategic functions. Our 2025 assessments

will build upon our TCFD work from previous

years and expand to look at nature risks in

some areas.

North Atlantic

In our 2024 TCFD, we examined the physical

risks in our North Atlantic seafood supply

chain in response to record temperatures,

both on an annual and acute basis, in

that region. We have built upon this by

conducting a species-level assessment to

understand how climate change is likely

to impact the ideal sea temperatures for

spawning (for wild capture) and growing

(for both aquaculture and wild capture)

inthose existing supply areas.

We assessed temperature-related risks and

opportunities for whitefish populations across

key areas in the North Atlantic. The analysis

used 2040, 2060 and 2100 scenarios under

SSP 1–2.6, SSP 2–4.5 and SSP 5–8.5.

Key factors considered included fish habitat

areas, habitat depths and temperature ranges

for spawning and feeding. Given projected

temperature increases under the 2060 SSP

2–4.5 scenario, the analysis indicated a high

likelihood of stress on whitefish populations.

This stress could drive habitat shifts to deeper

waters or less affected areas meaning seafood

operations would have to adjust accordingly.

Fishing vessels may need to adjust their

fishing areas or explore alternative depths,

with a wider industry move towards

aquaculture to maintain supply. Such shifts

may demand investments in new equipment

and strategies to align with changing

ecological conditions. Increased species

diversity and greater use of aquaculture in

our product range presents an opportunity to

address this challenge.

An additional opportunity was identified in

the southern hemisphere, where reductions

in ocean temperatures due to planetary

precession cycles may enhance fishing

conditions. Regions such as the southern

coasts of New Zealand, Australia, Africa and

the Americas could become increasingly

viable for whitefish operations, offering a

sustainable solution to Northern challenges.

In the future, we will expand this work

to better understand the nature-related

impacts, dependencies, opportunities and

risks associated with our seafood value chain.

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Beef supply chains

In 2023, we conducted a limited assessment

of climate risks in our Australian beef supply

chain. Further details of this can be found

in the 2022 Annual Report, page 76. In 2025,

we expanded our focus to include nature

and climate risks in our beef supply chains

in the UK, Ireland and Australia. A detailed

geospatial assessment of the climate-related

biodiversity opportunities and risks was

conducted by our specialist in-house team.

To estimate our impact on biodiversity,

we used the Bioscope tool. This showed

that approximately 97% of our in-scope

biodiversity impact is concentrated in

Australia, mainly due to land use for beef

production. We examined various factors

to highlight where these impacts were

most significant, such as deforestation,

regions with a high forest integrity and areas

experiencing rapid biodiversity loss.

In Australia, the most sensitive areas were

linked to places facing rapid biodiversity

decline and regions experiencing high

water stress, which has been exacerbated

by the impact of climate change. In the UK

and Ireland, the most sensitive areas were

primarily protected areas and regions with

high physical water risks, highlighting key

environmental challenges in these regions.

While we are still developing the tools to

address these issues through cross-sector

collaboration, this work will enhance

our long-term supply chain resilience by

informing our purchasing decisions and

business continuity plans.

This assessment has also strengthened our

plans for transitioning to a net-zero beef

supply chain. It has shown us where the

system is vulnerable and where

nature-based solutions can support a resilient

and sustainable beef sector. This will guide

the development of our nature strategy,

aligning it with our transition plan and

broader environmental goals.

In the coming years, we will expand our

assessments to encompass additional

species and regions. More details on our

nature-related risks can be found in our

Sustainability Report.

Physical risk and opportunity tables

1. Extreme weather or chronic climate impacts on upstream supply chains

Risk/Opportunity Risk

Type Rising mean temperatures

Area Upstream

Primary potential

financial impact

Disruptions in local supply, regional availability and/or pricingvolatility

Description Extreme weather and chronic climate change may impact the supply

of crop products or have a detrimental impact on livestock production

in our supply chain through degradation of pasture, volatility in the

supply of animal feed or water, and physical heat stress. For example,

under SSP1 it is expected 21.3% of our Australian beef supply chain

tobe experiencing severe heat stress, 22.6% under SSP2 and 31.7%

under SSP5. This considers a net present value aligned to wider

financial risk modelling.

Sudden regional shocks may increase volatility in food prices in

international markets. The impact on beef and whitefish supply chains

is discussed in more detail in this year’s report. The impact on salmon

value chains is discussed in the 2023 Annual Report and further

information on our beef supply chains can be found in our 2022

Annual Report.

Time horizon Short term Medium term Long term

Impact under SSP1 Low–Medium Low–Medium Low–Medium

Impact under SSP2 Low–Medium Low–Medium Low–Medium

Impact under SSP5 Medium Medium Medium

Areas impacted Global

Response Long-term regional impacts resulting from climate change would

beindustry wide and not specific to the Group.

We maintain flexibility in regional and global supply chains, and have

reduced exposure to local disruptions in comparison to peers as we

are not integrated at the farm level. A large proportion of the Group’s

purchased meat products are sourced from Northern Europe, where we

consider climate effects to be manageable admitting some adaptation

to changes in precipitation patterns and warming temperatures.

In Australia, livestock production will continue to make a significant

contribution to food supply globally and for intensive production

systems, adaptation strategies are already being implemented.

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2. Risk of rising sea levels to Grimsby and Netherlands sites

Risk/Opportunity Risk

Type Rising sea levels

Area Own operations

Primary potential

financial impact

Disruption to production, increased insurance premiums, loss

of inventory

Description Seven coastal or low-lying sites are determined to be at high or

extreme risk from rising sea levels and coastal storm surge under our

base case scenario (SSP1) by 2100, representing approximately a third

of our total estate. Sites in the Netherlands are in the highest risk zone

under all time horizons, but the level of national flood protections

is high. The risk score at our Grimsby sites is projected to increase

from medium to high under baseline and severe climate scenarios,

which highlights risk of flood-related property damage, destruction

ofproducts, and increased insurance premiums.

Time horizon Short term Medium term Long term

Impact under SSP1 Low Low High–Very High

Impact under SSP2 Low Low High–Very High

Impact under SSP5 Low Low High–Very High

Areas impacted UK, Netherlands

Response Netherlands sites have very strong standards of regional flood

protection. Specifically, our Oosterhout and Zaandam sites are

protected against a 1-in-2,000, and 1-in-10,000-year flood respectively.

While the standard of protection is lower at our Grimsby and Harderwijk

sites, we note that climate-related coastal flooding events are a long-

term risk. We anticipate continuous planned investment by the Dutch

Government onreinforcement of flood protections. Likewise, bodies

such as the UK Environment Agency oversee flood defences on the

port of Grimsby, such as concrete wave walls installed between 2013

and 2016. Given the proximity to population centres and critical national

infrastructure, we expect this level of investment to be maintained,

soquantification of unmitigated risks is likely to be misleading.

Physical risk and opportunity tables continued

TCFD

continued

3. Storm risk to production facilities

Risk/Opportunity Risk

Type Physical (Severe Weather)

Area Own operations

Primary potential

financial impact

Disruption to production, increased insurance premiums, destruction

of protections

Description Flooding in February 2023 in New Zealand has raised awareness of the

potential risk to our facilities from storms and flooding. At present, our

Auckland facility is categorised as being at medium exposure to flash

floods, and our modelling suggests increases in maximum five-day

precipitation at the site by 11% and 14% under 1.5°C (SSP1) and 2.6°C

(SSP2) scenarios respectively (by 2030). When measuring wind speed

severity, the site will remain at a low exposure (142–184km/h) to tropical

cyclones, and medium exposure (121–160km/h) to extratropical cyclones

under all future time horizons and scenarios.

In addition, the Brisbane metropolitan area is prone to flash flooding

and is under very high precipitation stress in all future time horizons

and scenarios. While our modelling does not indicate a direct

impact to our Brisbane facility, severe river flooding may impact local

infrastructure, transport links and employees, affecting the normal

operation of the site.

Time horizon Short term Medium term Long term

Impact under SSP1 Medium–High Medium–High Medium–High

Impact under SSP2 Medium–High Medium–High Medium–High

Impact under SSP5 High High High

Areas impacted Auckland, Brisbane

Response While we project increased precipitation at our Auckland and Brisbane

facilities, such storms are challenging to model given their infrequency,

high degree of random variability and complex interrelation of

underlying small-scale physical processes. We will continue to

proactively monitor projected changes to this risk and our business

continuity plans at the site. In addition, the Auckland and Brisbane

sites have substantial disaster preparedness plans, which can be

enacted in the event of physical hazards including storms.

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Physical risk and opportunity tables continued

4. Drought impacting production facilities

Risk/Opportunity Risk

Type

Changes in precipitation patterns, rising mean temperatures, water

supply

Area Own operations

Primary potential

financial impact

Disruption to production

Description Several sites, most notably those in Australia (Truganina and Bunbury),

Portugal (SoHi) and Greece (Preveza), operate in locations where

water scarcity is a present reality, and where the risk is expected to rise

under all scenarios, with more infrequent precipitation events and

increased annual maximum temperatures under all scenarios. Analysis

indicates our Truganina (7.0% fresh water usage), SOHi (5.2%), Bunbury

(2.6%) and Preveza (6.5%) facilities are at high or very high exposure to

increased drought stress under warming scenarios.

Time horizon Short term Medium term Long term

Impact under SSP1 Medium Medium Medium

Impact under SSP2 Medium Medium Medium

Impact under SSP5 Medium Medium Medium

Areas impacted Truganina, Bunbury, Preveza, SoHi

Response Water scarcity is already a feature of operating in Australia, and

we are focused on improving the efficiency of water use on site;

this year installing rainwater capture, treatment and use, and

cleaning optimization at all four sites across Australia and New

Zealand. Additionally, individual states have well developed drought

preparedness plans and comprehensive water grids.

Our Preveza and SoHi facilities have access to both municipal and

groundwater sources, allowing them to manage periodsofshortage

from the municipal network without compromising hygiene. This

already occurs at peak season fortourism in Preveza.

In the event of severe drought conditions, we have strong relationships

with all relevant authorities to minimise impactsand have the ability at

Truganina to connect tankers tosupply water.

5. Decline in availability of wild capture species due to the impacts of climate change

Risk/Opportunity Risk

Type Impacts on the state of species, rising mean temperatures

Area Upstream

Primary potential

financial impact

Fall in stock/volume available, damage to trophic structure, increased

cost of ingredients

Description In June 2023, temperatures in the Northeast Atlantic peaked at 1.6°C

above preindustrial average, double any historic anomaly. Research

suggests that rising water temperatures and changes to global

weather patterns may impact seafood growth rates in the North

Atlantic. Rising sea temperatures are likely to result in altered salinity,

pH and nutrient availability, which can impact fish growth rates. This

is likely to impact aquaculture, wild capture for aquaculture feed and

wild capture for human consumption. The impact on salmon value

chains is discussed in the 2023 Annual Report.

Additionally, overfishing and inadequate management of seafood stocks

is likely to have a compounding effect in certain geographies as climate

change causes greater fluctuations in sustainable catching levels.

Time horizon Short term Medium term Long term

Impact under SSP1 Low Low Medium

Impact under SSP2 Low Low Medium–High

Impact under SSP5 Low Medium High

Areas impacted North Atlantic, Canada

Response The dependence of yields in aquaculture on water conditions means

the seafood industry has a well-established understanding of potential

impacts of changing conditions and undertakes proactive research

and planning in order to respond. This includes genetic selection

adapt to new conditions, alternative farming techniques and taking

preventative actions.

Novel feeds, such as those derived from algae and insects, are being

used in our supply chain to reduce the dependence on wild capture

fish in aquaculture feed.

By increasing species diversity in our product development and allowing

for flexible production capacity, we are better equipped to respond to

climate- and nature- related challenges in wild capture fisheries.

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6. Improved yields of ingredients due to warmer temperatures or increased rainfall

and higher yields

Risk/Opportunity Opportunity

Type Changes in precipitation patterns, rising mean temperatures

Area Upstream

Primary potential

financial impact

Lower costs for ingredients

Description Our climatic modelling suggests that it is likely areas of Northern

Europe will become more productive for agriculture due to increased

temperatures or increased rainfall, or in some cases a combination of

both. The trend of warming in the last 20 years in the UK and Ireland

for example has led to increased rainfall and warmer temperatures

further leading to an increase in Net Difference Vegetation Index

(NDVI), used to model biomass volume and quality. This is likely to

increase the availability of key feed crops for livestock, increasing

growth rates and reducing costs to farmers and duly reducing

ingredient costs.

Modelling suggests the region is not likely to reach a tipping point

towards negative outcomes before 2100 under any modelled scenarios,

however this does not consider the compounding impacts of extreme

anomalies.

This is likely to increase the availability of key feed crops for livestock,

increasing growth rates and reducing costs to farmers and duly

reducing ingredient costs.

Time horizon Short term Medium term Long term

Impact under SSP1 Low Medium Medium

Impact under SSP2 Low Medium Medium

Impact under SSP5 Low Medium Medium

Areas impacted Northern Europe, Canada

Response We constantly evaluate our supply chains to ensure their resilience and

secure the most competitive pricing in line withour supplier guidance.

Physical risk and opportunity tables continued Transition risks

Hilton Foods released our detailed Transition

Plan in November 2024, one of the first

inthe food sector aligned to the Transition

Plan Taskforce (TPT) with a global scope.

This details our roadmap to achieve our

Science Based Targets, ensuring we

strengthen the resilience of our entire value

chain. All measures in the plan, up to 2030,

are achievable using current, commercially

available technologies.

As we developed our Group Transition

Plan the business’ interaction with nature

was carefully considered throughout, both

as an enabler of decarbonisation and a

dependency. Nature-based-solutions,

such as improving soil carbon, managing

manure decomposition, silvopasture and

multitrophic aquaculture are considered in

our decarbonisation strategies.

Core to our Transition Plan is strengthening

the resilience of our supply chain to reduce

the impact of the physical impacts on

climate change. Many of the nature-based

solutions mentioned therein will help

make our systems more resilient, while the

genetic and health improvements detailed

in the Transition Plan will enable our

livestock to better adapt to adverse weather.

Interventions which improve management of

fertiliser and manure, as well as adjustments

to the food basket, will also improve

system resilience.

Delivery of our Group Transition Plan

requires working closely with partners in

our value chain, across industry and with

local communities. This collaboration will

have both positive and negative impacts on

stakeholders. We are conducting detailed

work to understand human rights risks in

our Transition Plan and in 2025 we will be

conducting research with the University of

Lincoln to study these issues further.

The likely impact of transition risks and

opportunities have not been analysed on a

scenario basis due to the level of uncertainty

projecting policies robustly into the future.

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1. Changing consumer purchasing preferences to lower emission alternatives

Risk/Opportunity Risk

Type Market

Area Downstream

Primary potential

financial impact

Reduced revenues of higher emission foods

Description There is a risk that we fail to take full advantage of changing

purchasing preferences for lower-emission proteins, resulting in

loss of market share and reduced revenues.

Time horizon Short–medium

Impact Medium

Areas impacted Developed markets

Response Our mitigation strategy includes creating a diversified portfolio

of proteins that aligns with consumer demand including

expanding our seafood and plant-based offerings, as well as

achieving significant reductions in the emission intensity

of beef and lamb supplied to Hilton Foods. In addition, we

are diversifying our business model, including through our

Greenchain Solutions platform.

We are working to reduce the footprint of our higher carbon

products. Our Transition Plan provides a credible roadmap for

reducing the footprint of red meat. We are now in the delivery

phase, collaborating with value chain partners to implement it.

Further details can be found in our Group Transition Plan.

Transition risk and opportunity tables

2. Carbon pricing introduced to incentivise purchase of lower-carbon foods

Risk/Opportunity Risk

Type Emerging regulation

Area Downstream

Primary potential

financial impact

Price increases of higher emission products affecting balance of

consumer demand

Description If product pricing is adjusted to reflect its carbon footprint

there may be a reduction in consumer demand, leading to

reduced profits from foods where the footprints have not been

mitigated. Modelling suggests that beef and lamb products

would receive the largest increase in pricing, with some

regional variation. This is detailed in our 2021 Annual Report.

Time horizon Medium–long

Impact Medium

Areas impacted Global

Response Our Transition Plan sets us apart as leaders in decarbonisation.

To progress our objective for reducing emissions intensity by

2025, we have engaged in leadership of collaborative action

to address the footprint of cattle farming with the European

Round Table in Beef Sustainability (ERBS) and the UK Cattle

Sustainability Platform (UKCSP). Further details can be found in

our Group Transition Plan.

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TCFD

continued

3. Reliance on third parties for achievement of emissions targets

Risk/Opportunity Risk

Type Market and reputation

Area Upstream/own operations

Primary potential

financial impact

Higher costs, higher cost of capital

Description Delivery against the Group’s net zero plan is in part reliant on

third parties, and beyond 2030, it is dependent on technologies

that are not yet fully available. Upstream, we are not integrated

at the farm level so rely on farmers and other stakeholders to

drive reductions of beef-related emissions.

Reductions to Scope 2 emissions may be constrained by rates

of grid decarbonisation and the ability of local grids to support

renewable energy tariffs.

Time horizon Long

Impact High

Areas impacted Global

Response Seek to influence third parties’ decarbonisation, through

working collaboratively with retailers and engaging with

governmental, farm assurance and industry bodies to shape

supply chain decarbonisation policy. Continue to work with

Foods Connected to develop the tools to effectively monitor

and accelerate this transition and we are involved in academic

research to better understand our upstream emissions.

As described in our Transition Plan, we are beginning to

introduce climate clauses into contracts, and are developing

data reporting requirements for suppliers. This is supported

by our work to promote supply chain sustainability, including

implementing renewable energy in our Vietnamese seafood

supply chain.

Transition risk and opportunity tables continued

4. Decarbonisation of our operations including food and packaging waste, energy,

andwater efficiency

Risk/Opportunity Opportunity

Type Energy source, resource efficiency

Area Own operations

Primary potential

financial impact

Reduced cost and lower price volatility from self-generation,

reduced energy use, packaging and water efficiency

Description In our operations, electrification, energy efficiencies, investment

in self-generation (solar/wind) and long-term contracts for

renewable electricity sources may reduce outgoing costs,

improve resilience, and mitigate against the cost of future

carbon pricing.

Improved packaging recyclability, reducing plastic content and

reductions in weight may result in lower packaging costs and

less waste.

Time horizon Short–medium

Impact Medium–high

Areas impacted Global

Response See key emissions reduction drivers. Further details can be

found in our Group Transition Plan.

We continue to seek grants and subsidies to facilitate facility

upgrades as they become increasingly available.

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TCFD

continued

5. Expand offering of supply chain systems, automation

Risk/Opportunity Opportunity

Type Products and services

Area Upstream

Primary potential

financial impact

Increased revenue

Description By leveraging our IT and automation solutions for supply chain

management, we have an opportunity to add a strategic

growth driver in the sale of technology and services to other

companies to enable them to become more efficient and

reduce operating emissions.

Through Greenchain Solutions, an industry-leading technology

platform providing end-to-end supply chain solutions,

the Group is at the forefront of technology and physical

architecture design, which improves internal logistics.

Time horizon Medium

Impact High

Areas impacted Global

Response We continue to work with customers and suppliers to

incentivise uptake of our technology and supply chain

solutions. We can also lead in environmental data collection

and traceability across multi-tier supply chains and capitalise on

growing requirements for transparency across value chains to

prevent negative environmental impacts.

Transition risk and opportunity tables continued

6. Meeting consumer demand for foods with demonstrably lower footprints

Risk/Opportunity Opportunity

Type Markets

Area Downstream

Primary potential

financial impact

Increased revenues from sales of profitable low

climate-impactproducts



Description Demand is growing for a balanced portfolio of meat and

fish products that have significantly reduced environmental

impacts. Overall protein demand is expected to grow in the

coming decades, presenting a significant opportunity for

increased revenue if we successfully anticipate changing

consumer preferences and meet that demand with lower

footprint products.

Time horizon Medium

Impact Medium

Areas impacted Global

Response Our Transition Plan offers a credible path to reduce the carbon

footprint of our products, particularly beef, and in recent years,

we have diversified our portfolio into a wider range of proteins.

As we do not farm or slaughter animals, our infrastructure can

react quickly to emerging consumer behaviour. Hilton Foods

is well-placed to respond to consumer preferences through

the adaptability of our factories and operations, allowing us to

quickly upscale production of lower-carbon products such as

fish or plant-based as required.

In addition, our investment in Cellular Agriculture, a leading UK

cultured meat technology venture, offers the opportunity to

further diversify our future product portfolio.

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TCFD

continued

Metrics and targets

Physical risks

andopportunities Metrics & targets

1. Extreme weather

orchronic

climate impacts

onupstream

supplychains

Supply chain conditions are monitored at a Group level through our

in-house spatial modelling capability and ongoing market analysis.

2. Risk of rising

sealevels to

Grimsbyand

Netherlands sites.

Local flood defence capability is monitored at a site level.

3. Storm risk

toproduction

facilities

Local weather conditions are monitored at a site level and

appropriate business continuity plans are in place.

4. Drought

impacting

production

facilities

We have a target to improve water efficiency in Hilton Foods

production facilities by at least 10% (compared to a 2020 baseline).

We monitor total water withdrawals by source as well as the

percentage withdrawn from high risk areas. This is further detailed in

our standalone Sustainability Report and CDP.

5. Decline in

availabilityof wild

capture species

dueto the impacts

ofclimate change

We have a target for 100% of seafood to be responsibly sourced to

Hilton Foods standards (aligned to the Sustainable Seafood Coalition

code and PAS 1550) and 100% of directly sourced wild caught seafood

to our UK facility to be sourced to MSC standard. This is further

disclosed to the Ocean Disclosure Project and performance against

these targets can be found on page 57.

6. Improved yields

ofingredients

due towarmer

temperatures or

increased rainfall

andhigher yields

Supply chain conditions are monitored at a Group level through our

in-house spacial modelling capability and ongoing market analysis.

Transition risks

andopportunities Metrics & targets

1. Changing consumer

purchasing

preferences to lower

emission alternatives

Hilton Foods has outlined Science Based Targets covering our key

product commodities, and have a target to double sales of plant-

based, vegetarian, and flexitarian products compared to a 2020

baseline. Performance against these targets is detailed on page 59.

This risk is additionally monitored through external ESG ratings.

2. Changing consumer

purchasing

preferences to lower

emission alternatives

Our Science Based Targets and Transition Plan are aligned to the

Paris Agreement’s goal to keep global temperature rise to 1.5°C above

pre-industrial levels, which is likely to be the highest level of ambition

to which carbon pricing regimes are aligned. These are further

detailed in the Metrics section.

3. Reliance on

third parties for

achievement of

emissions targets

Our Science Based Targets and Transition Plan are in place to

support our supply chain in the delivery of these goals. These are

detailed below.

4. Decarbonisation

of our operations

including food and

packaging waste,

energy, and water

efficiency

To deliver our Transition Plan, we have established decarbonisation

programmes at all sites. Our associated targets are to improve

energy efficiency in our facilities by at least 10% by the end of 2025

compared to 2020 levels, and to use 100% renewable electricity

across all our operations in Europe by the end of 2025, and globally

by 2027. Details of our progress is detailed on page 54 of the report.

5. Expand offering of

supply chain systems,

automation

N/A

6. Meeting consumer

demand for foods

with demonstrably

lower footprints

As part of the delivery of our Transition Plan, Hilton Foods has

outlined Science Based Targets to reduce the emissions of our key

product commodities. This is detailed on page 54.

Climate-related metrics

Hilton Foods reports carbon dioxide

equivalent (CO

e) emissions across a100-

year timescale (GWP100) aligned to the

IPCC’s sixth Assessment Report and the

recommendations of the Greenhouse Gas

Protocol and the Science Based Target

initiative. Our emissions are reported across

Scope 1 and 2 (both location and market-

based) and all relevant Scope 3 categories.

Since 2020, our emissions data has been

independently verified by GEP Environmental

(now Arthian) across all three Scopes to a

‘limited level of assurance’, which is in line

with ISO 14064:3.

In addition, we report on GHG emissions

intensity, total consumption of electricity,

energy intensity, renewable electricity,

gas and water, as well as emissions from

fluorinated gases.

When calculating our Scope 1, 2 and 3

emissions we take an equity share approach

and use the most appropriate public data

forour supply chains combined with supplier

specific emission factors where available.

In 2023 we added Agito, Sphere, Cellular

Agriculture and Evolve4 to our reporting

boundary, including backward calculations.

Foppen has been included since our

acquisition in 2022, just as Fairfax Meadow

and Dalco were added in 2021.

There were no acquisitions in 2024 sothe

boundary has remained unchanged,

however some equity shares have been

adjusted, including the divestment of Sphere.

This report includes backward calculated

emissions across Scope 1, 2 and 3 allowing

for consistent comparison within the

report. Original calculations can be found

inprior reports.

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TCFD

continued

At Hilton Foods, we are constantly improving

how we measure and report our Scope 3

emissions. In 2021, we moved from a financial

accounting approach to an inventory

approach and in 2022, we further refined

this to use more regional and supply chain

specific data. This has led to a change in our

estimated emissions compared to what was

reported in prior years. In 2024, there has

been no major change to methodology, with

the exception of ‘Category 02. Capital Goods’

and ‘05. Waste’. For Category 02 we have

transitioned from a financial accounting

approach using the WRI tool, which has

been retired, and from 2024 will use an

inventory-based approach. Emissions from

IT purchases are calculated by allocating the

number of units to the appropriate lifecycle

assessment data for similar equipment, while

other capital purchases are allocated to an

appropriate emission factor, calculated from

actual purchased equipment derived from

the equipment purchased. Emissions from

waste are now entirely based on actual

measured disposal data, rather than some

elements being based on extrapolation.

Homeworking and use phase emissions have

been reported separately as these are indirect

Scope 3 emissions outside the boundary of

our Science Based Targets.

In 2024, 73.7% of our combined market-

based Scope 1 and 2 and 5.4% of our Scope

3 footprint was calculated using primary

emissions factor data, with an additional 8.3%

of Scope 1 and 2 emissions calculated from

intrinsic emissions factors. We are working

to increase this percentage. This year, we

launched the Seafood Emission Profiling Tool

with Seafish and the UK Seafood Federation

with our supply chain, this is detailed further

in our standalone Sustainability Report.

We are also working as part of the DEFRA

Food Data Transparency Partnership to

define clear methodologies for our other

supply chains. This will improve our visibility of

the supply chain’s work to reduce emissions.

We will also be reporting an estimate of our

Scope 3 emissions by greenhouse gas for the

last five years to better understand future

warming impacts. These are not included

in the verification of our Scope 3 by Arthian.

We have piloted the use of an internal carbon

price but this is not yet widely used within

the business.

Hilton Foods is actively involved in projects

to enhance how the food sector measures

its climate footprint. We are doing this

through our engagement with the Seafood

Carbon Collaboration and Seafish, as well as

by sponsoring a DPhil at Oxford University.

Our goal is to integrate these improved

measurement methods into our decision-

making processes.

To assess the impact on Land-Use and

Land-Use Change (LULUCF) within the

supply chain, we examined ecosystems

supporting cattle grazing using MODIS

2022 land classification data. Additionally,

WRI agricultural-linked deforestation data

from 2020 onwards was analysed to gauge

the deforestation impact of our operations.

Further information on our deforestation

metrics can be found in our Deforestation

Statement. Full detail of our purchasing

of high-risk natural commodities will be

included in our CDP disclosure later in

the year.

In 2022, we announced sustainability targets

would form part of the Hilton Foods Long-

Term Incentive Plan (LTIP) as part of our

ambition to embed sustainability within

our business strategy. Since then we have

refined our targets to align more closely

with our Sustainable Protein Plan, 10% of the

metrics in our LTIP directly align with our

climate ambitions, covering our Scope 1, 2

and 3 emissions respectively. Further to this,

the target to have 100% of high-risk suppliers

with a SMETA audit includes evaluation of

environmental risks. This is further detailed in

the Directors Remuneration report, page 116.

Our specialist internal team monitor multiple

metrics to assess our physical risk exposure,

to ensure business resilience. To evaluate

dependencies and impacts on water we

used WRI Aqueduct’s physical risks data.

Coastal and riverine flooding risks of varying

intensities were also assessed using historical

and forecasted data, providing a detailed

understanding of potential water-related

vulnerabilities. On land, we also monitor

areas of rapid intactness decline, regions

with a high Biodiversity Integrity Index and

net change in the Normalised Difference

Vegetation Index (NDVI) to identify where

ecosystem services are influenced by

climate change.

We are developing modelling capability

to effectively monitor risks in marine

environments. The primary metric used to

evaluate this is sea temperature at relevant

species depths.

Climate-related targets

In order to align with updated guidance and

the ambition of the Paris Agreement, Hilton

Foods revised its science-based targets

in 2024.

The business commits to reach net zero

greenhouse gas emissions across the value

chain by 2048.

In the near term, Hilton Foods commits

to reduce absolute energy and industrial

Scope 1 and 2 GHG emissions by 95% by

2030 from a2020 base year. Hilton Foods

also commits to reduce absolute energy

and industrial Scope 3 GHG emissions

from purchased goods and services, waste

generated in operations and downstream

transportation and distribution by 45% within

the same timeframe. Hilton Foods commits

to reduce absolute Scope 3 GHG emissions

from forestry, land use and agriculture

(FLAG) by 45% by 2030 from a2020 base

year. This target includes FLAG emissions

and removals. Additionally, Hilton Foods

also commits to no deforestation across its

primary deforestation-linked commodities,

with a target date of 31December, 2025.

In the long term, Hilton Foods commits

to reduce absolute energy and industrial

Scope 1 and 2 GHG emissions by 98% by

2048 from a 2020 base year. Hilton Foods

also commits to reduce absolute energy and

industrial Scope 3 emissions by 90% within

the same timeframe. Hilton Foods commits

to reduce absolute Scope 3 FLAG GHG

emissions by 100% by 2048 from a 2020 base

year. This target includes FLAG emissions

and removals.

To ensure we meet these targets, we

have developed a Group Transition Plan

summarised on page 44 and available in full

on our website. This includes detailed site-

level decarbonisation plans for each of our

operations and commodity-level trajectories,

which have been developed by our team in

collaboration with our customers, suppliers

and specialists. All our climate-related goals

and objectives, detailed above, are monitored

as KPIs through the year and are reported to,

and reviewed by, the Board.

We have incorporated nature-based-

solutions and nature restoration into the

development of our Climate Transition Plan

to ensure it builds long-term resilience and

are working to further integrate nature

into our Transition Plan. As part of our

Sustainable Protein Plan, Hilton Foods has

set nature-related targets within our Nature

Positive goal to maintain business resilience

in line with the physical risks evaluated in

this report. These are detailed on pages

41 to 42, monitored throughout the year

and scrutinised by the Board through their

assessment of the Sustainable Protein Plan.

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Non-financial disclosures

Carbon footprint (tCO

2024 2023 2022 2021 2020 (SBT base year)

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total

Scope 1 – Total 5,075 8,420 13,495 6,485 11,109 17,594 6,437 11,105 17,542 6,093 14,015 20,108 6,283 12,739 19,022

Scope 1 – Emissions from refrigerants 1,194 3,078 4,272 1,129 2,947 4,071 1,537 1,638 3,175 493 1,748 2,241 848 249 1,097

Scope 2 – Location-based 8,313 43,902 52,214 8,199 52,147 60,346 6,603 47,941 54,544 8,754 56,004 64,758 8,915 66,815 75,730

Scope 2 – Market-based 2 31,199 37,846 2 48,285 48,286 7 41,661 41,669 1,185 47,088 48,273 1,474 55,083 56,557

Scope 3

– 01. Purchased goods and services 2,460,125 9,485,460 11,945,585 2,764,584 9,914,777 12,679,362 3,138,700 9,423,085 12,561,785 3,011,947 10,199,534 13,229,866 3,653,411 10,720,381 14,373,792

– 02. Capital goods 514 1,043 1,557 1,257 2,321 3,578 2,253 7,582 9,835 2,004 5,950 7,954 3,578 102,644 106,221

– 03. Fuel and energy-related activities 3,237 14,061 17,298 1,755 13,541 15,296 3,134 13,824 16,958 3,275 12,955 16,230 4,066 13,132 17,198

– 04. Upstream transportation and distribution 3,502 37,812 41,313 2,823 39,510 42,333 3,526 33,426 36,952 2,478 75,189 77,666 3,040 75,673 78,713

– 05. Waste 205 1,781 1,986 2,118 2,565 4,684 2,764 7,581 10,345 18,004 11,195 29,199 6,062 6,970 13,032

– 06. Business travel 1,429 485 1,915 697 620 1,317 322 609 931 39 141 180 2 3 5

– 07. Employee commuting 838 1,727 2,565 784 1,723 2,506 1,354 1,985 3,339 898 1,425 2,323 917 1,081 1,998

– 08. Upstream leased assets Out of Scope Out of Scope

– 09. Downstream transportation and distribution 3,115 45,795 48,910 3,655 13,741 17,396 3,961 15,302 19,263 5,734 117,057 122,791 5,478 121,520 126,999

– 10. Processing of sold products Out of Scope Out of Scope

– 11. Use of sold products Out of Scope Out of Scope

– 12. End–of–life treatment of sold products 6,746 15,521 22,267 5,490 20,786 26,276 7,384 54,651 62,035 6,357 17,032 23,389 6,432 23,471 29,904

– 13. Downstream leased assets Out of Scope Out of Scope

– 14. Franchises Out of Scope Out of Scope

– 15. Investments Out of Scope Out of Scope

Scope 3 – Total

2,479,712 9,603,685 12,083,397 2,783,163 10,009,584 12,792,747 3,163,399 9,558,044 12,721,442 3,050,736 10,440,477 13,491,213 3,682,986 11,064,876 14,747,862

Scope 3 – Upstream 2,469,850 9,542,369 12,012,219 2,774,018 9,975,057 12,749,076 3,152,054 9,488,091 12,640,145 3,038,645 10,306,388 13,363,418 3,671,076 10,919,884 14,590,960

– Downstream 9,862 61,315 71,177 9,145 34,526 43,671 11,345 69,953 81,297 12,091 134,089 146,180 11,911 144,991 156,903

Scope 3 – Forestry, Land Use and Agriculture (FLAG) 2,335,628 9,046,599 11,382,227 2,624,001 9,453,007 12,077,008 2,948,178 9,019,435 11,967,613 2,818,439 9,691,354 12,509,803 3,500,553 10,312,633 13,813,186

– Non–FLAG 144,084 557,085 701,169 159,162 556,577 715,739 215,221 538,609 753,829 232,297 749,113 999,795 182,433 752,243 934,677

Total Scope 1, 2 & 3 – Location-based 2,493,099 9,656,006 12,149,105 2,797,847 10,072,840 12,870,688 3,176,439 9,644,804 12,823,803 3,073,704 10,594,760 13,686,849 3,706,682 11,249,351 14,974,419

Total Scope 1, 2 & 3 – Market-based 2,484,789 9,649,948 12,123,737 2,789,650 10,068,977 12,858,628 3,169,843 9,638,524 12,810,927 3,066,135 10,585,844 13,670,364 3,699,241 11,237,619 14,955,246

Intensity ratio Scope 1 & 2 – Market-based

(tCO

e per tonne product) 0.04 0.11 0.10 0.09 0.11 0.11 0.10 0.14 0.13 0.03 0.19 0.12 0.03 0.12 0.10

Intensity ratio Scope 1 & 2 – Market-based

(kg CO

e per square metre) 0.04 0.12 0.10 0.06 0.15 0.13

Notes:

Our calculation model is aligned to ISO 14044 and the Greenhouse Gas Protocol. For more information, see the Metrics and Targets section of our TCFD Report on page 75.

1 Scope 3 total includes direct emissions only, in line with the Science Based Targets initiative.

2 Base year: 2020, as this was the first year detailed data was available. An assessment was conducted at sites where data was available for prior years to understand the impact of COVID-19,

but it was determined that there was no significant anomaly.

3 Restatements in prior year figures are due to printing errors. The effect is not material.

Hilton Food Group PLC Annual Report and Financial Statements 2024 77Overview

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Energy (kWh)

2024 2023 2022 2021 2020

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total UK

Global

(excl. UK) Total

Renewable fuel consumption 16,905 32,866 49,771 19,515 51,435 70,950 – – – – – – – – –

Non–renewable fuel consumption 12,395,347 38,304,097 51,699,444 35,347,841 52,873,940 88,221,781 24,103,086 43,371,368 67,474,454 21,122,071 29,639,383 50,761,453 21,332,658 32,199,827 53,532,485

– Transport Fuel 831,857 124,073 955,930 17,588,170 3,404,391 20,992,561 8,417,671 4,456,096 12,873,767 5,584,948 1,044,790 6,629,737 – – –

– LPG 114,816 2,902,169 3,016,985 283,632 12,342,448 12,626,080 172,210 6,461,190 6,633,400 – 3,717,606 3,717,606 – 1,981,079 1,981,079

– Natural Gas 12,448,674 35,277,855 47,726,529 17,476,039 37,127,101 54,603,140 15,513,205 32,454,081 47,967,286 15,537,123 24,876,987 40,414,110 21,332,658 30,218,747 51,551,406

Total fuel consumption 13,412,252 38,336,963 51,749,215 35,367,356 52,925,375 88,292,731 24,103,086 43,371,368 67,474,454 35,367,356 35,367,356 35,367,356 21,332,658 32,199,827 53,532,485

Renewable electricity consumption 40,543,649 83,570,660 124,114,309 39,998,107 73,683,564 113,681,670 34,120,813 56,669,613 90,790,426 38,510,862 35,573,856 74,084,718 243,000 25,984,033 26,227,033

% renewable electricity

consumption 100% 71% 79% 100% 59% 69% 100% 50% 62% 91% 36% 52%

Non–renewable electricity

consumption 8,085 33,442,748 33,450,833 9,587 50,738,088 50,747,675 10,554 56,041,891 56,052,445 3,784,729 63,979,808 67,764,537 37,526,233 71,445,071 108,971,304

Total electricity consumption 40,551,734 117,013,407 157,565,142 40,007,694 124,421,651 164,429,345 34,131,367 112,711,505 146,842,871 42,295,591 99,553,665 141,849,256 37,769,233 97,429,104 135,198,337

– Grid purchased 40,277,278 112,427,044 152,704,323

– Solar generation on site 274,456 4,586,363 4,860,819 231,758 4,178,221 4,409,979 303,297 2,667,753 2,971,050 223,291 2,926,408 3,149,699 243,000 2,260,000 2,503,000

– % of electricity from local

generation 1% 4% 3% 1% 3% 3% 1% 2% 2% 1% 3% 2% 1% 2% 2%

Renewable other energy

consumption

– 4,471,381 4,471,381 – 6,500,348 6,500,348 – 5,345,664 5,345,664 – – – – – –

Non-renewable other energy

consumption

– 996,297 996,297 – 1,288,804 1,288,804 – 2,000,553 2,000,553 – 7,106,611 7,106,611 – 1,392,196 1,392,196

Total other energy consumption – 5,467,678 5,467,678 – 7,789,152 7,789,152 – 7,346,217 7,346,217 – 7,106,611 7,106,611 – 1,392,196 1,392,196

Total renewable energy

consumption 40,560,554 88,074,907 128,635,461 39,998,107 80,183,912 120,182,019 34,120,813 62,015,277 96,136,090 38,510,862 35,573,856 74,084,718 243,000 25,984,033 26,227,033

Total non–renewable energy

consumption 13,403,432 72,743,142 86,146,574 35,357,428 104,900,831 140,258,260 24,113,640 101,413,813 125,527,452 24,906,799 100,725,802 125,632,601 58,858,891 105,037,094 163,895,985

Total energy consumption 53,963,986 160,818,049 214,782,035 75,355,535 185,084,743 260,440,278 58,234,453 163,429,090 221,663,542 63,417,662 136,299,658 199,717,320 59,101,892 131,021,126 190,123,018

Energy consumption (kWh used

pertonneof volume produced) 421 366 378 522 414 440 487 451 460 293 513 405 447 397 411

Notes:

1 Other energy consumption includes district heat. We do not consume or sell any cooling or steam, nor do we sell electricity or heat.

2 After 2021, residual non-renewable electricity consumption in the UK is at JV offices only.

Non-financial disclosures

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 78Overview

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Water withdrawal, by country (ML)

2024 2023 2022 2021 2020

439 333 391 290 330

Ireland 26 22 27 39 45

The Netherlands

187 269 285 173 165

Sweden 70 59 57 62 58

Denmark 42 48 48 45 46

Poland 106 101 98 89 96

Greece

89 143 97 – –

Portugal

36 36 32 29 32

Australia 262 271 254 265 249

New Zealand 62 102 106 21 –

Other

– – – – –

Total Withdrawal 1,318 1,383 1,395 1,014 1,021

Intensity (megalitres per tonne of product produced) 2.32 2.34 2.90 2.03

Notes:

All water withdrawal is freshwater (≤1,000 mg/L Total Dissolved Solids).

Reporting units have changed from m

in 2023, to ML in 2024.

1 Inclusion of Fairfax Meadow sites from 2022. Due to water meter failure, 2022 2023, and much of 2024 usage at Laforey Road is based on estimated billing.

2 Inclusion of 100% of Dalco from 2021 and Foppen from 2022.

3 Inclusion of Foppen from 2022.

4 Adjusted to JV holding.

5 International sales offices.

6 We have made a slight restatement to the reported 2023 figure for Greece, due to improved metering of water withdrawals. There is no material effect of this restatement.

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Strategic report

Governance

Financial statements

Additional information

Workforce

2024 2023 2022 2021 2020

Male Female

Other/not

disclosed Total Male Female Total Male Female Total Male Female Total Male Female Total

Board 4 3 – 7 4 3 7 4 3 7 5 2 7 5 2 7

57% 43% – 57% 43% 57% 43% 71% 29% 71% 29%

Executive Management 6 3 – 9 9 3 12 9 3 12 7 3 10 8 2 10

67% 33% – 75% 25% 75% 25% 70% 30% 80% 20%

Senior Leadership

34 20 – 54 38 24 62 28 13 41 28 11 39 47 11 58

63% 37% – 64% 36% 68% 32% 72% 28% 81% 19%

Senior Management

250 128 – 378 217 120 337 234 111 345

66% 34% – 64% 36% 68% 32%

Women in leadership 34% 36% 32%

Employees – UK & Ireland 2,045 1,257 1 3,303

– Europe 1,538 1,042 – 2,580

– APAC 982 953 32 1,967

– Other 3 3 – 6

– Total 4,568 3,255 33 7,856 4,091 2,960 7,051 4,358 2,879 7,237 3,395 2,386 5,781 3,185 2,206 5,391

58% 41% 0.4% 58% 42% 60% 40% 59% 41% 59% 41%

% of employees covered by collective

bargainingagreements 36% 23% 26% 41% 33%

Total staff turnover 19% 26% 30% 25% 17%

Notes:

1 Senior Leadership is defined in line with the FTSE Women Leaders Index, direct reports to Executive Leadership Team.

2 Senior Management is defined in line with Hilton Foods Sustainable Protein Plan (SSP) “30% of women in leadership” target. This is defined as all those who identify as women as FunctionalLead, Head of Department or Job Level 5.

Non-financial disclosures

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 80Overview

Strategic report

Governance

Financial statements

Additional information

Non-financial disclosures

continued

Health and safety

2024 2023 2022 2021 2020

% Change

(2024 vs 2023)

% Change

(2024 vs 2020)

Hours Worked 11,816,124 10,966,423 10,238,356 9,559,280 9,143,579 8% 29%

First Aid Incidents 618 694 645 586 677 (11%) (9%)

Lost Time Incidents

128 115 138 138 87 11% 47%

Lost Time Incident Frequency Rate

11 10 13 14 10 3% 14%

Number of Days Lost 1,496 2,787 4,867 3,514 2,198 (46%) (32%)

Lost Time Incident Severity Rate

127 254 475 368 240 (50%) (47%)

Non Injury Incidents/Hazards 6,644 9,302 6,046 5,191 4,993 (29%) 33%

Fatality Rate – – – – –

Notes:

1 The definition use of a “lost time incident” is when the injured person does not attend work for the start of their next shift not including the day of the incident.

2 Lost-time incident rates cover 100% of Hilton Foods employees. This number excludes contractors.

This year, we are reporting a 47% increase in our Lost Time Incidents (LTIs) compared to 2020. Due to COVID-19, reduced capacity and social distancing, 2020 represents an anomaly year for

LTIs. However, the health and safety of our employees is our core priority. Since 2020, we have been implementing a new Safety Framework, driving significant improvements in the accuracy

and reporting quality of our data. To further contextualise the year of 2020 within our health and safety reporting, we are additionally reporting on the five-year median of our LTIs. Under this

additional measure, we are at the median of the past five years. 2024 also has the lowest lost time incident severity rate over the past five years.

All Hilton Foods manufacturing sites have comprehensive health and safety action plans, working to improve the safety of our sites and wellbeing of our staff. Current initiatives include:

asustained campaign to reduce the total number of incidents, developing a behaviour-based safety programme, and designing a new pictorial Safety Guide that is image based to be issued

toall Hilton Foods employees mitigating issues around language and literacy.

Lost Time Incidents over a five-year period

First Aid

Incidents

Lost Time

Incidents

Lost Time

Incident

Frequency

Rate

Number of

DaysLost

Lost Time

Incident

Severity Rate

Non Injury

Incidents/

Hazards

5-year Median 645 128 11 2,787 254 6,046

% Change in 2024 (vs. 5-year Median) (4%) 0% 0% (46%) (50%) 10%

Approval of the Strategic report

Pages 8 to 81 of this Annual report

comprises a Strategic report which

has been drawn up and presented in

accordance with applicable English

company law, in particular Chapter 4A of

the Companies Act 2006, and the liabilities

of directors in connection with this report

shall be subject to the limitations and

restrictions provided by such law.

It should be noted that the Strategic

report has been prepared for the Group

as a whole, and therefore gives greater

emphasis to the Company and its

subsidiaries when viewed in its entirety.

Approved by order of the Board of Directors

Neil George

Company Secretary

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 81Overview

Strategic report

Governance

Financial statements

Additional information

Governance

Our Board 83

Governance at a glance 85

Board activities 87

Corporate governance statement 88

Directors’ report 92

Report of the Audit Committee 94

Report of the Nomination Committee 97

Directors’ remuneration report 99

Statement of Directors’ responsibilities 123

Independent auditor’s report 124

We’re working closely with our

foodservice and retail customers,

drawing on our deep insight and

experience to deliver products

our customers desire, through

our highly efficient facilities as

the partner of choice.

Hilton Food Group PLC Annual Report and Financial Statements 2024 82Overview

Strategic report

Governance

Financial statements

Additional information

Our Board

Mark Allen OBE

Non-Executive Chairman

Tenure: New

Independent: Yes

Biography: Mark joined Hilton Foods as a

Non-Executive Director on 1 October 2024

and was appointed Chairman of the Board

on 1 January 2025.

Mark is also Chair of the Nomination Committee.

Key skills and competencies: Mark has

significant public company, consumer goods

and food sector experience and was awarded

an OBE in the 2019 New Year’s Honours list for

services to the UK’s dairy sector.

Current external appointments:

AGBarr plc Chair.

Previous experience: CEO at Dairy Crest

Group, Non-Executive Director at Halo Foods,

Warburtons, Dairy UK, Howden Joinery Group

and Norcros, where he was Chair.

Steve Murrells CBE

Chief Executive Officer

Tenure: 2 years

Independent: No

Biography: Steve joined Hilton Foods as Chief

Executive Officer in 2023.

Key skills and competencies: An exceptional

business leader with a wealth of experience

in the retail and food supply chain sectors in

large national and multinational businesses.

Steve was appointed CBE for services to the

food supply chain.

Current external appointments:

Non-Executive Director at Noble Foods and

aTrustee on the Royal Countryside Fund.

Previous experience: CEO at Co-op, CEOat

Tulip and senior positions at Tesco and

Sainsbury’s.

Matt Osborne

Chief Financial Officer

Tenure: 3 years

Independent: No

Biography: Matt joined Hilton Foods in 2018

and from 2018 to 2022 served as the Hilton

Foods Group Financial Controller. He was

promoted to Chief Financial Officer in

May 2022.

Key skills and competencies: Matt is a

chartered accountant and has a degree

in chemistry. He brings a wealth of hands-

on experience in UK listed businesses and

deep operational and financial insight into

Hilton Foods.

Current external appointments: None.

Previous experience: Matt trained with

Grant Thornton and joined Greene King

in 2007 reaching the position of Group

Financial Controller.

Neil George

Company Secretary

Biography: Neil joined Hilton Foods in 2007

as Group Financial Controller and Company

Secretary. He began his career in finance

qualifying as a Chartered Accountant

having trained within a regional practice.

Since moving into industry, he has worked

in finance and company secretarial roles

across a variety of international publicly

listed manufacturing businesses including

in the packaging machinery and medical

device sectors.

Audit Committee

Remuneration Committee

Nomination Committee

Executive Sustainability Committee

Committee Chair

Hilton Food Group PLC Annual Report and Financial Statements 2024 83Overview

Strategic report

Governance

Financial statements

Additional information

Angus Porter

Non-Executive Director

Tenure: 6 years

Independent: Yes

Biography: Angus joined Hilton Foods as an

independent Non-Executive Director in 2018.

He was the Senior Independent Director

during 2024 and is the designated NED for

workforce engagement.

Key skills and competencies: Angus’

extensive knowledge and experience in

public companies and the food and retail

sectors are valuable to the decisions of the

Board. He has an MA in natural sciences and

PhD from the University of Cambridge.

Current external appointments:

Non-Executive Co-Chairman of Direct Wines

Ltd. and Non-Executive Director at McColl’s

Retail Group plc.

Previous experience: Angus has held

numerous executive and non-executive roles

including Mars, BT, Abbey National and WPP.

He was Chief Executive of the Professional

Cricketers’ Association, Non-Executive

Director and Senior Independent Director

ofPunch Taverns plc, Non-Executive Director

of TDC A/S (Denmark).

Rebecca Shelley

Non-Executive Director

Tenure: 5 years

Independent: Yes

Biography: Rebecca joined Hilton Foods

in 2020 as an independent Non-Executive

Director. She is Chair of the Remuneration

and executive Sustainability Committees.

Key skills and competencies: Rebecca

has held market-facing investor relations

and corporate communications roles at a

number of listed companies. She has a BA

(Hons) in Philosophy and Literature from

the University of Warwick and an MBA in

International Business and Marketing from

Cass Business School.

Current external appointments:

Non-Executive Director at Sabre Insurance

Group plc, Liontrust Asset Management plc

and Conduit Holdings Limited.

Previous experience: Rebecca was Group

Communications Director and a member of

the Executive Committee at Tesco plc and

Global Corporate Affairs Director at TP ICAP

plc. Other roles include Norwich Union plc,

Prudential plc and as a partner at Brunswick

LLP. She was also on the Board of the British

Retail Consortium, a Trustee of the Institute

of Grocery Distribution and formerly Non-

Executive Director at Arraco Global Markets Ltd.

Patricia Dimond

Non-Executive Director and

Senior Independent Director

Tenure: 3 years

Independent: Yes

Biography: Patricia joined Hilton Foods in

2022 as an independent Non-Executive

Director. She is Chair of the Audit Committee

and from 1 March 2025 was appointed as the

Senior Independent Director.

Key skills and competencies: Patricia

qualified as a Chartered Accountant

working with Deloitte in Canada and the

UK, is a CFA charter holder and holds an

MBA from IMD Switzerland with a 30 year

international career in consumer, retail and

financial markets.

Current external appointments:

Non-Executive Director and Chair of Audit

at Foresight VCT plc, Aberforth Smaller

Companies Trust plc, where she is also Senior

Independent Director. She is a Trustee of the

Booker Prize Foundation.

Previous experience: Executive roles with

Storehouse, Mothercare and Value Retail plc,

a management consultant with McKinsey

& Co and formerly Non-Executive Director

at LXi REIT plc. She is formally a trustee of

the English National Opera and National

Academy for Social Prescribing.

Sarah Perry

Non-Executive Director

Tenure: 1 year

Independent: Yes

Biography: Sarah joined Hilton Foods in 2023

as an independent Non-Executive Director.

Key skills and competencies:

Sarah has 30 years supply chain and logistics

experience, with a strong focus on health and

safety excellence and driving efficiency.

Current external appointments:

Vice President for integrated supply chains

at Carlsberg Marston’s Brewing Company Ltd,

a director of Carlsberg UK Holdings Ltd and

a director of various companies involved with

their SDE Innserve joint venture business

with Heineken.

Previous experience: Senior executive

operations and logistics roles at Coca-Cola

European Partners plc, Oxford University

Press and DHL UK.

Audit Committee

Remuneration Committee

Nomination Committee

Executive Sustainability Committee

Committee Chair

Our Board

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 84Overview

Strategic report

Governance

Financial statements

Additional information

Governance at a glance

Growth and success

through partnership

Through the creation of efficient, innovative and responsible

food manufacturing and supply chain solutions with the

ambition to be the international food and supply chain

services partner of choice.

Highlights

Successful transition of Mark Allen

to Chair

Female Board representation above

the40% FCA target

Continuing low level of whistleblowing

reports

Internal Board evaluation in 2024

024

43%57%

023 43%

022

43%

021 29%

020

29%

57%

71%

Board gender balance

Male

Female

Board composition

Chair and Non-Executive Director tenure

n years

Mark Allen

New

ngus Porter

becca Shelley

atricia Dimond

rah Perry

94%

(2023: 91%)

of employees contributed

to the annual engagement

survey in 2024

57%

(2023: 57%)

Independent

Non-Executive Directors

onthe Board

43%

(2023: 43%)

Board female

representation

Read more on page 94.

Board

Leads the Group’s governance structure and is collectively responsible for promoting the long-term sustainable success of the Group.

Sets and approves the strategy and key policies and monitors progress towards achieving these objectives.

Board Committees

The Board has delegated certain responsibilities to formal Board subcommittees

Remuneration Committee

Nomination Committee

Executive Leadership Team

Implementation of the agreed strategy and budget and the day-to-day management of the Group’s operations is delegated to the Executive Leadership Team, led by the Group CEO.

Executive Committees

The Executive Team has delegated certain responsibilities to executive subcommittees, including:

Risk Management Committee Reports to the Audit Committee.

Sustainability Committee Chaired by an Independent Non-Executive Director.

Chairman

Leads the Board.

Responsible for

ensuring the Board’s

overall effectiveness in

directing the Company.

Ensures Board meeting

agendas are aligned with

the business strategy, in

collaboration with the CEO

and Company Secretary.

Promotes a culture

of openness

and debate.

Chief Executive Officer

Responsible for the

day-to-day management

of the business. Develops

the strategic direction

andpromotes our culture

and values.

Independent

Non-Executive Directors

Responsible for holding

management and Executive

Directors to account against

the agreed performance

objectives. They apply

independent judgement,

expertise and oversight to

critically challenge

management and to support

strategy development.

They scrutinise the

robustness and effectiveness

of financial controls and risk

management processes.

Company Secretary

Responsible for advising

the Board on all

governance matters and

ensuring compliance

with Board procedures.

Supports the Chairman in

ensuring that the Directors

receive timely, accurate

and clear information.

All Directors have access

to the advice of the

Company Secretary.

Chief Financial Officer

Responsible for all

financial related activities

including risk, treasury,

and finance strategy.

In collaboration with the

CEO, oversees strategic

planning, deal analysis

and negotiations, and

investor relations.

Senior Independent

Director

Works closely with

the Chair, acting as a

sounding board and

as an intermediary for

the other Directors

and shareholders.

Available for shareholders

to raise concerns that

normal channels have

failed to resolve.

Read more on page 99.Read more on page 97.

Hilton Food Group PLC Annual Report and Financial Statements 2024 86Overview

Strategic report

Governance

Financial statements

Additional information

Board activities

Our activities – 2024 overview

▶ The Board monitored

progress of the Walmart

Canada project.

▶ Various capital allocation

projects were reviewed

and approved, including

to expand capacity of our

Hilton Foods Ireland site

and to implement flow wrap

burger automation in Hilton

Foods Holland.

▶ Ongoing support and

oversight for the

development of our

international trading plan.

▶ Monitoring the restructure

of our vegan and

vegetarian business.

▶ Health and safety

performance was monitored

through regular updates

and deep-dive reviews.

▶ Reports of whistleblowing

investigations were reviewed

by the Board.

▶ Progress against

recommendations from

the 2022 external Board

evaluation was monitored

through 2024.

▶ An internal evaluation

process was conducted.

▶ In-depth review of the Hilton

Foods sustainability strategy

and progress against the

targets in our Sustainable

Protein Plan.

▶ The Board received training

on the Group’s Sustainable

Protein Plan, key and

upcoming legislation,

climate change trends and

how we are responding as

abusiness.

▶ Our ESG disclosure and

ratings performance

wereconsidered.

▶ Financial performance

versus budget and previous

year performance was

reviewed at regular intervals

throughout the year.

▶ Review and approval of the

2025 budget.

▶ The Board closely monitored

the Dalco turnaround plan

through 2024.

▶ Operational performance

was monitored through

regular updates from the

Executive Leadership Team.

▶ Reports received from

the Board Committee

Chairswere reviewed.

▶ The Board considered

succession planning

and future leadership

requirements.

▶ Targets for the proportion of

women in senior positions

were reviewed, as was

gender pay gap data.

▶ Approved the appointment

of Mark Allen as a

Non-Executive Director

andChair Designate.

▶ Goals and priorities for the

Executive Leadership Team

were reviewed.

▶ Results of the 2024

Employee Engagement

Survey were reviewed.

Strategic oversight Risk, audit & governance Sustainability Business performance Talent development

January

Board approves

the full year

trading update.

September

Board approves the

2024 interim results.

Mark Allen OBE

appointed as a

Non-Executive

Director and

Chair designate.

February

The Board, with the

Audit Committee,

conducted a review

of risk management

and internal audit.

March

Board approves

expansion of the

Hilton Foods Ireland

facility.

Review of internal

and external

communication

strategies.

Gender pay gap

is assessed.

April

Board approves the

2023 full-year results.

Review of Hilton

Foods Cyber Security

Framework and

cyber incident

response process.

May

The AGM trading

update was reviewed

by the Board.

Hybrid AGM held

from the Hilton

Foods offices in

Huntingdon, UK.

ESG performance

update and review

of progress against

sustainability targets.

July

Final dividend

of 23.0p paid

to shareholders.

Board visits our

Fairfax Meadow

foodservice facility in

Derby, UK.

October

Board visit to

our Hilton Foods

Sweden facility.

Review of

financing strategies.

Approves purchase of

remaining shares in

Hilton Food Solutions

to increase the Group

shareholding to 100%.

December

2024 interim

dividend of 9.6p paid

to shareholders.

Foods Connected

strategic vision

and investment

strategy reviewed.

Hilton Food Group PLC Annual Report and Financial Statements 2024 87

Overview

Strategic report

Governance

Financial statements

Additional information

Corporate governance statement

2024 Overview

The Hilton Foods Board

isresponsible for the

long-term success of the

Group and establishing

its purpose, values and

strategy aligned with

itsdesired culture.

Company purpose, values and culture

Our purpose is to create efficiency and

flexibility in the food supply chain without

compromising quality through innovative

and sustainable food manufacturing and

supply chain solutions, with the ambition

to be the first choice partner for food

retailers seeking excellence, insight and

growth. The Hilton Foods model of ‘growth

through total partnership’ creates value for

its stakeholders as well as contributing to

wider society.

Our core values guide us in delivering a

sustainable future for all our stakeholders.

We have five key values:

▶ Collaborative – Working together across

functions and geographies is core to our

DNA. We collaborate internally, as well

as with our network of external partners,

advisors and suppliers to deliver rigorous

solutions that work.

▶ Innovative – Our innovative approach keeps

us ahead of our competitors and fuels our

own, and our partners’, growth.

▶ Agile – We take it as a given that the world,

the market and the needs of customers,

consumers and our people are constantly

changing. We therefore build facilities,

systems and processes with agility top of

mind. We react quickly to change to keep

us, and our partners, ahead of the pack.

▶ Ambitious – We set challenging goals for

ourselves as individuals and for the services

that we offer our customers. And we

achieve these goals together.

▶ Responsible – We believe that all

businesses should be a force for good in

their communities and beyond. We care

about each other, about the planet and

about the generations yet to come.

These values are integral to our strategic

compass, which navigates us. Our strong

values-based culture supports us in achieving

good governance.

At Hilton Foods we believe that our culture

is reflected in every aspect of our business.

Our culture is global, modern, vibrant,

diverse and with a passion for food, service

and growth. We believe that our employees

are the driving force behind our success.

Their commitment is at the centre of

everything we do, fuelling our progress and

shaping our future. The Board understands

its employees are the driving force behind the

long-term sustainable success of Hilton Foods

and so proactively assesses and monitors

culture through the annual employee

engagement survey, direct engagement with

employees and continued focus on employee

training and investment. More information

on how we embed our values-based culture

is available in the Stakeholder Engagement

section of the Strategic report.

The Board aims to enhance shareholder

value by providing entrepreneurial leadership

for the Group, while ensuring there is an

appropriate framework of checks and

balances in place.

Further information including our business

model can be found on pages 12 and 13.

Governance code and compliance

We evaluate our governance against

principles and provisions contained in the

2018 UK Corporate Governance Code (Code)

issued by the Financial Reporting Council,

which can be obtained from www.frc.org.uk/

corporate/ukcgcode.cfm. This Corporate

governance statement together with the

Board Committee reports and the Directors’

remuneration report on pages 94 to 122

detail, how the Board applies the principles

ofgood governance and best practice as set

out in this Code.

The Directors consider that the Company

has complied with the provisions of the

Code during 2024 except for two provisions

relating to Hilton’s former Chairman who

served throughout 2024, and stepped

down from the Board at the end of the year.

Robert Watson is one of the Hilton Foods

founders, joining the Board as Chief Executive

in 2002. In 2018 he transitioned to Executive

Chairman and from 1 January 2021 moved

into a non-executive capacity. Provision 9

of the Code states that a Chair should be

independent on appointment and that a

Chief Executive should not go on to become

Chair of the same company although the

Code does recognise that this can happen

inexceptional circumstances.

Additionally, Provision 19 of the Code

states that the Chair should not remain

in post beyond nine years from the date

of their first appointment to the Board.

While Robert’s situation does not comply

with these provisions, the Directors are of the

strong view that there are valid exceptional

circumstances, which are in the best interests

of the Company and its stakeholders and

these are detailed on page 89.

The Board

Board responsibilities

The Board has specific powers reserved to it

contained in a schedule of matters reserved

for decision by the Board. These powers

include changes to capital structure,

acquisitions and disposals, major trading

agreements, major capital expenditure

projects, dividends, treasury and risk

management policies, approval of budgets

and financial reports, and the giving of any

guarantees or letters of comfort. The Board

also has responsibility for setting policy and

monitoring matters including financial

and risk control, health and safety policy,

management succession and planning and

environmental issues.

There is a clear written division of

responsibilities between the Chairman and

the Chief Executive, agreed by the Board, split

between running the Board and the business.

They maintain a close working relationship,

speaking regularly between Board meetings

to ensure a full understanding of evolving

issues and to facilitate swift decision making.

Hilton Food Group PLC Annual Report and Financial Statements 2024 88Overview

Strategic report

Governance

Financial statements

Additional information

Corporate governance statement

continued

Membership

At the date of this report, the Board consists

of the Chairman, two Executive Directors

and four Non-Executive Directors whose

names, responsibilities, brief biographies

and membership of Board Committees are

set out on pages 83 to 84. The Directors

bring strong judgement and expertise to

the Board’s deliberations and with diversity

achieves a balance of skills and experience

appropriate for the requirements of

the business.

Mark Allen joined the Board as a

Non-Executive Director 1 October 2024, and

on 1 January 2025, was appointed as Board

Chair replacing Robert Watson who stepped

down from the Board on 31 December 2024.

All Directors are reappointed annually

under the Company’s Articles and for FTSE

350 companies under the Code. All new

Directors are subject to reappointment by

shareholders at the first opportunity following

their appointment.

Chairman

Robert Watson is one of the Hilton Foods

founders, and as such, has an intimate

knowledge of the business as well as having

relationships with key decision makers at

supermarket retailing businesses around

the world. He held senior Hilton Foods Board

positions since 2002 and during that time

guided the Group to significant continuous

and sustainable growth, including a

successful flotation in 2007. This success is

illustrated by the graph on page 119, which

charts Hilton Foods total shareholder return

over the past 10 years showing average

compound annual growth of 12.0%, which

compares with 5.0% achieved by the FTSE

250 Index. A further indicator of Hilton Foods

enduring success is the average compound

annual growth in Hilton Foods adjusted

operating profit which, over the 18 years since

flotation, is 11.3%.

Robert joined Hilton Foods, initially as Chief

Executive, transitioning during 2018 to

Executive Chairman and in 2021 he moved

into a Non-Executive capacity. This transition

path had been discussed with our major

shareholders over a number of years to

ensure both openness and transparency

and to gauge their views. They had been

supportive of these changes.

Robert was instrumental in Hilton Foods

success over a prolonged period and the

Board believes that he demonstrated

objective judgement in the best interests

of the Group. The 2022 external Board

evaluation supported the Board’s view that,

under Robert’s leadership, Hilton Foods grew

to be a successful FTSE 250 company.

While Robert could not be designated as

independent under the Code, the Board

believes that, since moving to Non-Executive

Chairman, he distinguished himself by

critically scrutinising decisions purely on

the basis of his extensive knowledge of the

Group, its history, the industry in which it

operates and its stakeholders. He showed

that he was able to chair and monitor the

Group without prejudice and was impartial in

his judgement and voting behaviour. He was

also supported in this by a strong Senior

Independent Director.

In view of the above, the Board believes

that, in 2024, there continued to be valid

exceptional circumstances envisaged by the

Code, which were in the best interests of the

Group and its stakeholders, for Robert to be

the Hilton Foods Chairman. At the end of

the year, Robert stepped down as a Hilton

Director and Chairman. He was replaced by

Mark Allen who has no previous connection

with the business and was thus independent

on appointment.

Number

of Board

members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage

of executive

management

Table for reporting on gender identity or sex

Men 4 57.1% 4 9 75.0%

Women 3 42.9% – 3 25.0%

Table for reporting on ethnic background

White British or other

White (including

minority-White groups) 7 100.0% 4 11 91.7%

Mixed/Multiple

EthnicGroups – – – – –

Asian/Asian British – – – 1 8.3%

Black/African/

Caribbean/Black British – – – – –

Other ethnic group – – – – –

Not specified/

prefernotto say – – – – –

Non-Executive Directors

The Non-Executive Directors, excluding the

Chairman in 2024 but including the Senior

Independent Director, were considered to be

independent as none of the circumstances

detailed in the UK Corporate Governance

Code apply and no other relevant

circumstances apply, all having served on

the Board for eight years or less. While all

the Non-Executive Directors hold other

directorships outside of Hilton Foods, it is

considered that they are all able to devote

sufficient time to meet their Hilton Foods

Board responsibilities. The Non-Executive

Directors do not participate in any of the

Group’s pension arrangements or in any of

the Group’s bonus or share option schemes.

The Non-Executive Directors met during the

year specifically to scrutinise the performance

of the executive management. A further

meeting was held without the Chairman

present to assess his performance.

Shareholder engagement

The Chairman seeks regular engagement

with major shareholders in order to

understand their views on governance

and performance against the strategy.

Board Committee Chairs seek engagement

with shareholders on significant matters

related to their areas of responsibility.

Angus Porter, the Senior Independent

Director, is available to shareholders as an

alternative to the Chairman, CEO and CFO.

Following all conversations or meetings he

reports any relevant findings to the Board.

Board balance and diversity

Tables for reporting on gender identity or sex

and ethnic background as at 29 December

2024 are set out below. The data was

collected on a voluntary basis via self-

reporting methods including questionnaires.

Hilton Food Group PLC Annual Report and Financial Statements 2024 89Overview

Strategic report

Governance

Financial statements

Additional information

Corporate governance statement

continued

The Hilton Foods policy and commitment is

to promote diversity on its Board, Executive

Committee and its direct reports including

implementing FCA targets for female

representation and persons of colour.

Further diversity information on Executive

Committee direct reports and all employees

can be found on page 80.

During the year, the balance of independent

Non-Executive Directors on the Board was

57.1% and female representation on the Board

was 42.9%, thereby meeting the Board female

FCA target. On 1 February 2025, Patricia

Dimond became the Senior Independent

Director. Other FCA targets relating to senior

positions on the Board held by women and

Board positions held by those from a minority

ethnic background have not yet been met.

It is a key ambition of the Board to achieve

greater diversity in its composition and it is

recognised that there is still work to be done.

We believe that broadening our diversity

will not only strengthen our governance

but also enhance our ability to innovate and

serve our customer base more effectively.

The Board is fully committed to giving strong

consideration to candidates of diverse ethnic

backgrounds. The UK Corporate Governance

Code allows Non-Executive Directors to serve

for up to years, and on this basis, the next

change will be due in 2027. This means that

achieving greater diversity on the Board is

not something that can be resolved quickly;

rather, it is a long-term strategic endeavour.

We believe that this approach will ensure that

any changes made are sustainable and in the

best interests of the business.

Directors’ conflicts of interest

Under the Companies Act 2006, the Group’s

Directors have an obligation to avoid any

situation where they have a conflict of

interest. The Group has in place procedures

that require all Directors to notify the Group

of any conflicts of interest and, for any such

conflicts of interest to be authorised by

non-interested Directors, which is permitted

under the Company’s Articles. The Board

considers that the Directors’ powers of

authorisation of conflicts have operated

effectively and that the procedures set

out above have been followed properly.

No conflicts of interest during 2024

were identified.

Information and support provided

toBoardmembers

Members of the Board and its Committees

are given appropriate documentation in

advance of each Board and Committee

meeting. For regular Board meetings these

include, a detailed period report on current

and forecast trading, with comparisons

against both budget and prior years. For all

meetings appropriate explanatory papers are

circulated well in advance on matters, which

the Board or Committee will be required to

approve or provide responses.

The Board operates both formally through

Board and Committee meetings and

informally through regular contact between

Directors. To assist them in carrying out

their responsibilities, the Directors have,

in addition to full and timely access to all

relevant information from management

in advance of Board meetings, the right to

obtain independent professional advice at

the Company’s expense and the advice and

services of the Company Secretary to enable

them to perform their duties as Directors.

The Company Secretary is responsible to

the Board, through the Chairman, for all

governance matters. The appointment

and removal of the Company Secretary is

determined by the Board as a whole.

Attendance at Board meetings

The Board meets not less than eight times

a year to direct and control the strategy

and operating performance of the Group.

Hilton Foods is satisfied with the time

commitment of our Directors, none of whom

have excessive external commitments, as

demonstrated in the high level of attendance

at Board and Committee meetings and the

actions of the Board detailed on page 87 and

in the Stakeholder Engagement section on

pages 32 to 36. The following table sets out

the Board meeting attendance by Board

members together with the percentage

attended. Attendance at Board Committee

meetings is set out in each Committee report.

Number

attended

Percentage

attended

Robert Watson 9 100%

Steve Murrells 9 100%

Matt Osborne 9 100%

Angus Porter 9 100%

Rebecca Shelley 9 100%

Patricia Dimond 9 100%

Sarah Perry

7 78%

Mark Allen (appointed

1October 2024) 3 100%

Sarah Perry’s absence from one meeting during

theyear was due to a family bereavement.

Other governance

Training

Training is available to the Board to develop

their knowledge and understanding of the

business and to enable them to perform

their duties as Directors. Regular updates on

regulatory, governance and legal matters is

provided as part of the Board pack prior to

each meeting and where relevant throughout

the year. The Directors have access to the

Board portal, which is used as a source

of reference materials including a range

of articles and reports on relevant topics.

Expert internal and external speakers deliver

tailored training as required.

During the year, the Board received specialist

sessions on ESG matters including the

upcoming Corporate Sustainability Reporting

Directive and IFRS sustainability disclosure

standards, changes to the UK Corporate

Governance Code, cyber security, climate

change and human rights.

The Board visited our Hilton Foods Sweden

facilities in Västerås, Sweden and Fairfax

Meadow facility in Derby, UK, which included

factory tours, meetings with colleagues and

an opportunity to discuss future strategy in

their respective sectors and regions.

Performance evaluation

The last external performance evaluation

of the Board took place in 2022. The next

external evaluation is scheduled for 2025,

inline with our three-year rolling evaluation

process. The 2024 internal evaluation

focused on ‘What we do’ and ‘How we do it’

whereby each Director completed ashort

questionnaire with the opportunity to

add comments. This feedback identified

core strengths to be protected and also

priority areas for development. The general

assessment was that the Board and Board

Committees are working well with areas

fordevelopment including giving the

Non-Executive Directors more opportunities

to informally hear the views of the workforce

and maintaining the right mix of expertise,

perspectives and personalities, both for now

and the future.

Hilton Food Group PLC Annual Report and Financial Statements 2024 90Overview

Strategic report

Governance

Financial statements

Additional information

Corporate governance statement

continued

Annual General Meeting

Our 2025 AGM will revert to an in-person

only physical meeting format at which

shareholders will be asked to vote on 19

resolutions dealing with key governance

matters, including the reappointment

of all Directors, approval of the Directors’

remuneration report and Remuneration

Policy, and the reappointment of the

external auditors.

Risk management and internal control

The Board of Directors has overall

responsibility for the Group’s systems

of internal control including financial,

operational and compliance controls and risk

management, which operate to safeguard

the shareholders’ investments and the

Group’s assets, and for reviewing their

continuing effectiveness. Such an internal

control system can only provide reasonable

and not absolute assurance against material

misstatement or loss as it is designed to

manage rather than eliminate risk and failure

to meet business objectives.

The Board has carried out a robust

assessment of the principal and emerging

risks facing the Company, including

those that would threaten its business

model, future performance, solvency or

liquidity, which are summarised in the Risk

management section on pages 24 to 31.

The Group operates within a clearly defined

organisational structure with established

responsibilities, authorities and reporting lines

to the Board. The organisational structure

is designed to plan, execute, monitor and

control the Group’s objectives effectively and

ensure internal control becomes integral to all

the Group’s operations. The Board confirms

that the Group’s internal risk-based control

systems have been fully operative up to the

date of the Annual Report being approved,

key ongoing processes and features of which

are set out as follows:

▶ appropriate mechanisms to identify and

evaluate business risk;

▶ a Group Internal Audit function, which

is involved in the review and testing of

the internal control systems and of key

risks across the Group in accordance with

an annual programme agreed with the

Audit Committee;

▶ a strong control environment;

▶ an information and communication

process; and

▶ a monitoring system and regular Board

reviews for effectiveness.

The Group’s planning and financial reporting

procedures include detailed budgets and a

three-year strategic plan, which are approved

by the Board. Periodic management

accounts report performance compared

tothe budget and, additionally, forecasts

are updated through the year.

These management accounts together

with half-yearly and annual accounts are

reviewed. All financial information published

by the Group is approved by the Board and

Audit Committee.

The Chief Financial Officer and Group

Financial Controller are responsible for

overseeing the Group’s internal controls.

The management of the Group’s businesses

has identified the key business risks within

its operations. These have been reviewed and

discussed through the Risk Management

Committee and by the Audit Committee,

and their financial implications and the

effectiveness of the control processes in place

to mitigate these risks have been assessed.

The Board has reviewed a summary of these

findings and this, together with its direct

involvement in the strategies of the business,

investment appraisal and budgeting

processes, has enabled the Board to report

on the effectiveness of the Group’s internal

control systems.

Whistleblowing policy

Hilton Foods is committed to a free and

open culture in dealings between its officers,

employees, customers, suppliers and all

people with whom the Group engages in

business relations. We seek to conduct our

business honestly and with integrity at all

times. The Board has, therefore, established

a whistleblowing policy, which covers all

our employees and operations so that any

suspected business misconduct can be

reported via a 24/7/365 telephone and

web-based reporting service available

in all local languages. The policy allows

anonymised reporting and that reports are

treated confidentially. More information

onthis policy can be found on our website.

The Board receives reports on any

communications reported via this

mechanism and regularly reviews the

whistleblowing arrangements. During the

year, eight whistleblowing reports were

received and investigated, all relating to

human resource matters. Of the grievances

raised, six related to work relations and

unfair treatment and two to bullying

and harassment.

Anti-bribery and anti-corruption policy

Hilton Foods has a zero-tolerance approach

to bribery and corruption and, accordingly,

the Board has established an anti-bribery and

anti-corruption policy. The recently updated

policy, which is available in local languages,

covers all our employees and operations and

also applies to third parties such as suppliers,

contractors and other business partners.

The policy defines and prohibits bribes and

facilitation payments and covers all corporate

hospitality including gifts, entertaining

and charitable donations, which must be

authorised. The Hilton Foods gift policy was

updated in 2023. Hilton Foods does not make

contributions to political parties. Training was

reviewed in 2024 and includes guidance on

gifts and hospitality, dealing with third parties

and best practice. It is provided to all relevant

colleagues including those in leadership,

finance, commercial and procurement

roles and is repeated annually to maintain

awareness of these policies and processes.

Preventing the facilitation of tax

evasionpolicy

Hilton Foods has a zero-tolerance approach

to preventing the facilitation of tax evasion,

either by Hilton Foods employees, our

associates, our representatives or third

parties. In 2023, the Board established a

dedicated policy that upholds our zero

tolerance to preventing tax evasion in

all the jurisdictions in which we operate.

The policy defines our governance, guiding

principles, risk assessment process, risk-based

prevention and due diligence procedures.

It also confirms our top-level commitment,

led by the Board and Audit Committee to

preventing the facilitation of tax evasion.

Mandatory training was rolled out in 2024.

By order of the Board

Neil George

Company Secretary

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 91Overview

Strategic report

Governance

Financial statements

Additional information

The Directors present their

report, together with the

audited consolidated financial

statements for the 52 weeks

ended 29 December 2024.

Reference to other relevant

information incorporated into

this report is below.

Strategic report

The Strategic report on pages 7 to 81 sets out

the development and performance of the

Group’s business during the financial year,

the position of the Group at the end of the

year, future developments and a description

of the principal risks and uncertainties facing

the Group. The Group’s financial instruments

risk management objectives and policy are

discussed in the treasury risk management

policies section of the Performance and

financial review on page 22.

This Strategic report also includes the

Sustainability report on pages 37 to 81, which

contains details of the Group’s employment

practices and greenhouse gas emissions.

A statement, which sets out how the

Directors have had regard to the matters

under Section 172 of the Companies Act 2006,

is also included in the Strategic report.

Corporate governance and

otherstatutory disclosures

The Corporate governance statement,

Board Committee reports and Directors’

remuneration report on pages 88 to 122

includes information required by DTR 7.2.

Details of Hilton Foods Long Term Incentive

Plan (LTIP) is included in the Directors’

Remuneration Report on pages 99 to 122.

The Hilton Food Group plc Employee Benefit

Trust, which operates in connection with

that Plan, elected to waive its right to receive

dividends on shares held by it. During the

year, the value of dividends waived was

£14,714 (2023: £36,102). There is no further

information required to be disclosed under

LR 9.8.4R.

Non-financial and sustainability

information statement

The following table sets out where

stakeholders can find further information

relating to non-financial matters including

on the key areas of disclosure required by

sections 414CA and 414CB of the Companies

Act. The Companies (Strategic Report)

(Climate-related Financial Disclosure)

Regulations 2022 amend these sections of

the Companies Act 2006, to require inclusion

of climate disclosures in the Annual Report.

We believe these have been addressed within

this year’s climate-related disclosures on

page63.

Directors’ report

Information requirement Where to read more Page

Business model and future

developments Our business model 12 to 13

Principal risks Risk management and principal risks 24 to 31

Financial risk management Performance and financial review 20 to 23

Non-financial KPIs Key performance indicators 21

Environment Sustainability report 37 to 81

Employees 80

Human rights 37 to 81

Social matters 37 to 81

Anti-bribery and corruption Corporate governance statement 88 to 91

Principal activities

The Group is the international food and

supply chain services partner of choice.

Results and dividends

The profit before income tax is £61.0m

(2023: £48.6m).

An interim dividend of 9.6p per ordinary share

was paid in November 2024. The Directors

recommend the payment of a final dividend

for the period, which is not reflected in these

financial statements, of 24.9p per ordinary

share totalling £22.4m, which, together

with the interim dividend, represents 34.5p

per ordinary share for the year. Subject to

approval at the Annual General Meeting, the

final dividend will be paid on 27 June 2025

to members on the register at the close of

business on 30 May 2025. Shares will be ex

dividend on 29 May 2025.

Directors and their interests

The Directors of the Company in office

throughout 2024, together with their

biographical details, are set out on pages 83

to 84. All the Directors served for the whole of

the year under review except Mark Allen who

joined the Board on 1 October 2024. Details of

Directors’ interests in shares are provided in the

Directors’ remuneration report on page 117.

Directors are subject to reappointment at

the Company’s AGM following the year in

which they are appointed. Under its Articles,

all Directors will retire and stand for election

or re-election, as appropriate, at each Annual

General Meeting.

Directors’ indemnities

As permitted by law and its Articles of

Association, the Company has in place

appropriate directors’ and officers’ liability

insurance cover during the year and up to

thedate of signing this report.

2024 Directors’ report

Hilton Food Group PLC Annual Report and Financial Statements 2024 92Overview

Strategic report

Governance

Financial statements

Additional information

Substantial shareholdings

As at the date of this report, the Company isaware, or has been notified of, the following

interests of 3% or more of the voting rights ofthe Company:

Number of

ordinary shares

Percentage of issued

share capital Nature of holding

Aberdeen 6,154,416 6.85% Indirect

Blackrock 4,679,741 5.21% Indirect

Vanguard Asset Management 4,421,370 4.92% Indirect

Quantum Partners LP 4,400,273 4.90% Indirect

P. Heffer 4,262,155 4.74% Direct

Montanaro Investment Managers 3,925,000 4.37% Indirect

Janus Henderson 3,094,810 3.45% Indirect

Aberforth Partners 2,985,561 3.32% Indirect

R. Heffer 2,872,352 3.20% Direct

Liontrust Asset Management 2,736,853 3.05% Direct

Directors’ report

continued

There are robust safeguard controls in place

to monitor transactions between major

shareholders of the Company. These include

share register analysis on at least a quarterly

basis and weekly share transaction reporting.

As a policy, Hilton Foods does not have any

devices which would limit the ability to

perform a takeover of Hilton Food Group plc.

This includes devices which would limit share

ownership and/or issue new capital for the

purpose of limiting or stopping a takeover.

Political donations

No donations for political purposes

were made during the year (2023: £nil).

The practice of making political donations

would require authority from shareholders

and Hilton Foods has never sought

such authority.

Employment of people with

disabilities

We are building a more engaged, diverse,

and capable workforce at Hilton Foods where

all individuals have equal opportunity to

succeed. Job applications from people

with disabilities are always fully and fairly

considered, including their individual skills

and capabilities. If an employee becomes

disabled during their employment with

Hilton Foods, wherever possible measures are

taken to ensure their employment continues.

We offer equal opportunities for training,

career advancement, and promotion to

individuals with disabilities.

Share capital and control

The following information is given pursuant

to Section 992 of the Companies Act 2006:

▶ The Company has one class of share being

ordinary shares of 10p each, which have

no special rights. The holders of ordinary

shares rank equally and are entitled to

receive dividends and return of capital as

declared, and to vote at general meetings.

With minor exceptions, there are no

restrictions on transfers of ordinary shares.

▶ There are no restrictions on voting rights

ofordinary shares.

▶ Rights over ordinary shares issued under

employee share schemes are exercisable

directly by the employees. The Company is

not aware of any agreements between

shareholders that may result in restrictions

on the transfer of its shares or on voting rights.

▶ The Company may appoint or remove

aDirector by an ordinary resolution of the

shareholders. Additionally, the Board may

appoint a Director who must retire from

office at the following Annual General

Meeting, and if eligible, then stand for

re-election. The Company’s Articles may

be amended by a special resolution of

the shareholders.

▶ The Directors have general powers to

manage the business and affairs of the

Company. Additionally, the following

specific authorities were passed as

resolutions at the Company’s Annual

General Meeting held on 20 May 2024:

– Directors have authority to resolve

that the Company shall purchase

upto 10% of its own shares subject

tocertain conditions.

– Directors have authority, within limits,

to exercise the powers of the Company

to allot shares and limited authority to

disapply shareholder pre-emption rights.

Both these authorities expire on the earlier

of the date of 20 August 2025 or the next

Annual General Meeting at which renewal

of these authorities will be sought.

▶ The Company has significant long-term

supply agreements with customers,

which the customer may terminate in the

event that ownership of the Company,

following a takeover, passes to a third party,

which is not reasonably acceptable to

that customer. There are no agreements

between the Company and its Directors

oremployees providing for compensation

for loss of office or employment that occurs

because of a takeover bid.

The Companies Act 2006 also allows

that Hilton Food Group plc shareholders

representing at least 5% of paid-up capital

with voting rights of the Company can

require that the Directors call a general

meeting to include the text of a resolution

that may properly be moved at that meeting.

Additionally, shareholders have the right

under the Company’s Articles to vote on

resolutions to reappoint every Director

annually at each Annual General Meeting.

Directors’ statement as to

disclosure of information to auditors

The Directors who were members of the

Board at the time of approving the Directors’

report are listed on pages 83 and 84.

Having made enquiries of fellow Directors

and the Company’s auditors, each of these

Directors confirm that:

▶ to the best of each Director’s knowledge

and belief, there is no information relevant

to the audit of which the Company’s

auditors are unaware; and

▶ each Director has taken all the steps a

Director might reasonably be expected

to have taken to be aware of any relevant

audit information and to establish that

the Company’s auditors are aware of

that information.

Independent auditors

Deloitte LLP have expressed their willingness

to continue in office and a resolution

proposing their reappointment will be

submitted at the Annual General Meeting.

Annual General Meeting

The Notice convening the Annual General

Meeting can be found in the separate Notice

of Annual General Meeting accompanying

this Annual Report and financial statements,

and can also be found on the Company’s

website at www.hiltonfoods.com/investors/

shareholder-information/.

By order of the Board

Neil George

Company Secretary

7 April 2025

Hilton Food Group PLC Annual Report and Financial Statements 2024 93Overview

Strategic report

Governance

Financial statements

Additional information

Report of the Audit Committee

Chair’s introduction

I am pleased to report on

the activities of the Audit

Committee for the 52 weeks

ended 29 December 2024.

Role of the Committee

The Audit Committee is established by

the Board of Directors. Terms of Reference

formalise the roles, tasks and responsibilities

of the Committee to comply with the

UK Corporate Governance Code and to

achieve best practice. The Committee

Terms of Reference are available and can

be found on the Company’s website at

www.hiltonfoods.com.

The Committee meets no less than three

times per year.

Membership of the Committee

Members of the Committee are appointed

by the Board on the recommendation of

the Nomination Committee. In 2024, the

Committee comprised the independent

Non-Executive Directors Patricia Dimond

(Chair), Angus Porter, Rebecca Shelley, Sarah

Perry and Mark Allen (from 1 October 2024

to 31 December 2024). The Committee is

comprised 100% of independent

-Executive Directors. Other individuals such

as the Chair, Chief Executive Officer, Chief

Financial Officer, Group Internal Audit and

Risk Director, Group Financial Controller and

the external auditors are invited to attend

meetings as appropriate.

I have recent and relevant financial experience

and, together with other Committee

members, have a wide experience of the

food industry and commerce in general.

The external auditors and the Group Internal

Audit and Risk Director have the opportunity

for direct access to the Committee without

the Executive Directors being present.

Responsibilities of the Committee

The main responsibilities of the Audit

Committee, which are contained in the UK

Corporate Governance Code and also in the

Committee’s Terms of Reference are the

reviewing and monitoring of:

▶ the integrity of the financial statements of

the Company, any formal announcements

relating to the Company’s financial

performance and significant financial

reporting judgements contained in them;

▶ the Annual Report and financial

statements, and to determine whether

taken as a whole, are fair, balanced

and understandable, and provide the

information necessary for shareholders

to assess the Company’s position and

performance, business model and strategy;

▶ the Company’s internal financial controls

and internal control and risk management

systems and their effectiveness;

▶ the work completed, and the effectiveness

of, the Company’s internal audit function;

Key areas of

focusincluded

cybersecurity, an

impairment review

and the internal

controlsprogramme.”

Patricia Dimond

Chair

Highlights

Oversight of successful transition to

Deloitte LLP as external auditors

Review of cyber security risk

mitigation activities

Monitoring implementation of

enhancements to the Internal Control

Framework ahead of Provision 29 of the

UK Corporate Governance Code

Dalco impairment review

Attendance at meetings

of the Audit Committee

Number

attended

Percentage

attended

Patricia Dimond 5 100%

Angus Porter 5 100%

Rebecca Shelley 5 100%

Sarah Perry

4 80%

Mark Allen

(appointed

1October 2024) 1 100%

Sarah Perry’s absence from one meeting

during the year was due to a family bereavement.

Hilton Food Group PLC Annual Report and Financial Statements 2024 94Overview

Strategic report

Governance

Financial statements

Additional information

▶ the scope and effectiveness of the external

auditors including recommendations to

the Board regarding the appointment,

reappointment and removal of the

external auditors, and approval of their

remuneration and terms of engagement;

▶ the external auditor’s independence

and objectivity including the policy on

engagement of the external auditors

to supply non-audit services, giving

consideration to the impact this may have

on their independence;

▶ the effectiveness of the external audit

process, taking into consideration

relevant UK professional and regulatory

requirements; and

▶ the adequacy of the Company’s whistle

blowing, anti-bribery and anti-facilitation

oftax evasion arrangements.

As part of its responsibilities, the Committee

meets with the external auditors and the

Group Internal Audit and Risk Director at least

once a year without management present.

In addition, it reports to the Board on how it

has discharged its responsibilities.

How the Committee has discharged

its responsibilities

During 2024, the Committee met five times

at appropriate intervals in the financial

reporting and audit cycles. The work of the

Committee during the year focused on the

key areas set out as follows.

Monitoring the integrity of the

financial statements including

significant judgments

The Committee reviewed the half and

full year financial reports including the

application of accounting policies, estimates

and judgements in their preparation and, the

clarity and completeness of the disclosures.

The Committee also held discussions with

management and the external auditors and

reviewed supporting papers in respect of

these matters.

The key areas of focus and significant issues

considered during the year were:

▶ exceptional items including a reorganisation

cost of £4.2m recognised for ongoing

efficiency and restructuring programmes;

▶ implementation of a new model for

monitoring goodwill at a segmental level;

▶ an impairment review was conducted

at the half year in response to structural

changes in the vegan and vegetarian

market, indicating that no impairment was

required at this stage. A further review was

conducted at the year end which identified

an impairment of £9.8m on the value of

Dalco’s goodwill. Other acquired intangible

assets were reviewed for impairment with

no impairments identified;

▶ a review of the control environment across

the business including financial controls

and IT systems and access controls;

▶ regular updates on upcoming changes

in governance and financial reporting

requirements, including Provision 29

introduced into the 2024 UK Corporate

Governance Code relating to risk

management and internal control

frameworks, and the disclosure

requirements relating to the Corporate

Sustainability Reporting Directive;

▶ settlement of the insurance claim and

ongoing impacts relating to the fire at

Hilton’s facility in Belgium during 2021 and

the related disclosures;

▶ disclosure requirements under the

Task Force on Climate-related Financial

Disclosure (TCFD) framework including

the reasonableness of the metrics and

targets outlined in the Annual Report.

The Committee was satisfied with the

disclosures made (see pages 63 to 76); and

▶ the impact of potential sensitivities on

the Group’s cash flow. The Committee

concurred that the statements made in

relation to going concern and the Group’s

viability were appropriate.

The Committee was satisfied that the

Annual Report and financial statements

were, taken as a whole, considered to be fair,

balanced and understandable and provide

the information necessary for shareholders to

assess the Group and Company’s position and

performance, business model and strategy.

The Committee reviewed a paper prepared by

the Chief Financial Officer relating to going

concern and the Group’s longer-term viability

and concluded that the Group should be

considered as a going concern. The proposed

disclosures relating to the Group’s longer-

term viability were agreed.

Thereafter, the Committee recommended

that the Board approve these financial

reports for publication and that the letter

of representation to the external auditors

be signed.

Internal audit, risk management

and internal controls

During the year, the Group Internal Audit

and Risk Director reported to the Committee

on the delivery of the Internal Audit Plan

and the work performed across key areas.

The 2024 Internal Audit Plan focused on IT

access and resilience, key financial controls,

risk management and advisory support.

The Committee received regular updates

on the progress of the Internal Controls

programme, which included a review of

existing controls, a gap analysis of operational

and compliance processes with the

implementation of required mitigations.

The Committee monitored the progress of

enhancements to the internal controls in

readiness for compliance with Provision 29

of the 2024 UK Corporate Governance Code,

relating to internal controls. The Committee

noted the findings from this and other

assurance work carried out and agreed

the Internal Audit Plan for the year ahead.

A review of the effectiveness of the Internal

Audit process was conducted, and the scope

and resourcing of the function reviewed.

The Committee was satisfied that the internal

audit function had been effective in its work

during the year.

Hilton Foods continues to identify cyber

security as a principal risk. We recognise the

ever-increasing threats in this area, and as

such, have extensive mitigation plans inplace.

During 2024, the Committee received cyber

security updates from the Group Internal

Audit and Risk Director, the Chief Information

Officer and Head of IT Security regarding risk

mitigation activities and the development

of the cyber risk awareness and training

programme. The internal audit plan for

2024 included specific reviews on IT access

governance and cyber security resilience.

The Committee monitored progress against

our cyber security roadmap.

Report of the Audit Committee

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 95Overview

Strategic report

Governance

Financial statements

Additional information

The Committee received regular updates on

risk management including changes to the

assessments of risks and consideration of

emerging risks. The Committee also reviewed

the work done by the Risk Management

Committee. The principal risks were reviewed

at every Audit Committee meeting and

updated as required. Key risk areas reviewed

included geopolitical and macroeconomic

risks, management of property and site

security risk, strategic capital project

management, data governance and cyber

risk. The Committee reviewed Hilton’s current

risk appetite and attitude with regards to

the principal risks. At the end of the year, the

Committee considered a report from the

Group Internal Audit and Risk Director on the

effectiveness of the risk management and

internal control framework. Based on the

report, and the work done by Internal Audit

during the year, the Committee concluded

that the Group’s internal control and risk

management frameworks were operating

effectively and reported accordingly to

the Board.

The Committee also received updates on any

alleged bribery and fraud in the business

at every meeting together with individual

updates as required to be able to be satisfied

that the arrangements are adequate.

Any whistleblowing reports received are

reviewed at Board level.

External audit

The Committee oversees the relationship

with, and the performance of, the external

independent auditors. UK law sets the

maximum duration for an audit firm to

conduct the statutory audit of a public

interest entity as 10 years, although it can

be extended up to 20 years where a public

tendering process is conducted every 10 years.

The Committee has complied with the

Competition and Markets Authority ‘The

Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of

Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014’.

In 2022, Deloitte LLP (Deloitte) was selected

to replace PricewaterhouseCoopers LLP as

external auditors following a public audit

tender process. Deloitte shadowed the work

of the existing external auditors during the

FY 2023 audit and were formally appointed as

the Group’s external auditors for the FY 2024

audit at the 2024 Annual General Meeting.

The current audit partner, Lee Welham,

took over responsibility for the audit in

2024. In accordance with Deloitte’s policy,

the lead partner is rotated every five

years to ensure continued objectivity and

independence, Lee is scheduled to rotate

in 2029. The engagement partners on key

components are also required to rotate every

five years.

During the year, meetings were held with

the external auditors before the audit to

agree their audit plan and fees and after their

half-year review and year-end audit work to

discuss their key findings. The Committee

considered issues raised by Deloitte in their

audit management letter ensuring that they

were discussed locally with an action plan

to resolve.

Deloitte annually confirm their compliance

with UK regulatory and professional

requirements including ethical standards

and that their objectivity is not compromised.

Their work is subject to independent audit

engagement quality control processes.

Potential independence threats through the

provision of non-audit services are mitigated

through various safeguards.

After the 2023 audit, the Committee

reviewed the effectiveness of the external

audit including PwC’s performance and

concluded that the audit was effective, with

PwC demonstrating independence and

satisfactory performance. To support in the

evaluation process of the external auditors,

a questionnaire is circulated to key internal

stakeholders, as identified by their level

of interaction with the external auditors,

and the collected data is compiled into a

scorecard to assess the auditors’ strengths

and weaknesses.

Non-audit services and fees

Hilton Foods policy on the use of the external

auditors for non-audit services, designed to

preserve the independence of the external

auditors, was reviewed and updated during

the year. This policy categorises non-audit

services into (i) continuing services, which

theCommittee permits the external auditors

to undertake subject to a price cap;

(ii) irregular or significant services requiring

Committee approval on a case-by-case basis;

and (iii) non-permitted services.

The level of non-audit fees was reviewed.

In 2024, the fees were £168,000 (including

£130,000 for work in connection with the

half-year review), which represent 10% of

audit fees in the year compared with a 70%

cap and an average of 9% over three years.

Excluding items required by EU or national

legislation, the three year average of non-

audit fees was 2% of audit fees. Further details

of audit and non-audit costs can be found in

note 6 on page 155. The Committee believes

that the level of non-audit fees does not affect

the independence of the external auditors.

Other

The Anti-bribery and anti-corruption and

Prevention of the facilitation of tax evasion

policies were reviewed during the annual

cycle. Meetings were held with both the

external and internal auditors without

management present.

Conclusion

The Committee considers that the work

performed as detailed demonstrates that the

Committee continues to operate effectively

and discharges its responsibilities.

I will be available to shareholders at the

forthcoming Annual General Meeting to

respond to any questions relating to the work

of the Committee.

Patricia Dimond

Chair

7 April 2025

Report of the Audit Committee

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 96Overview

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Governance

Financial statements

Additional information

Report of the Nomination Committee

Chair’s introduction

I am pleased to report on the

activities of the Nomination

Committee for the 52 weeks

ended 29 December 2024.

Role of the Committee

The Nomination Committee is established

by the Board of Directors to lead the

process for Board appointments. Terms of

Reference formalise the roles, tasks and

responsibilities of the Committee to comply

with the UK Corporate Governance Code

and to achieve best practice. The Committee

Terms of Reference are available and can

be found on the Company’s website at

www.hiltonfoods.com.

The Committee meets on an as

required basis.

Membership of the Committee

The Committee is chaired by the Chairman

ofthe Board. The independent Non-Executive

Directors are the other members of the

Committee who, therefore, comprise a

majority of at least 80%. Mark Allen joined

the Committee following his appointment as

a Non-Executive Director on 1 October 2024,

and from 1 January 2025, became its Chair

when Robert Watson stepped down.

Responsibilities of the Committee

The main responsibilities of the Nomination

Committee, which are contained in the UK

Corporate Governance Code and also in the

Committee’s Terms of Reference are:

▶ to review the structure, size and

composition of the Board and its

Committees, which should have

acombination of skills, experience

and knowledge;

▶ to promote diversity of gender, social

and ethnic backgrounds, cognitive

andpersonal strengths;

▶ to give consideration to succession

planning for Directors and other senior

executives and identify appropriate

candidates for the approval of the Board;

▶ to make recommendations to the Board

with regard to any changes and oversee

new appointments to the Board;

▶ to review the results of the Board

performance evaluation relating to the

composition of the Board; and

▶ to review the time requirements

ofNon-Executive Directors.

The Committee

considered the

continuing evolution

and composition of the

Board with particular

focus on the Board

Chair position.”

Mark Allen

Chair

Highlights

Board Chair succession plan completed

with the appointment of Mark Allen

Further consideration given to size

anddiversity of the Board

Attendance at meetings

of the Nomination Committee

Number

attended

Percentage

attended

Robert Watson 2 100%

Angus Porter 2 100%

Rebecca Shelley 2 100%

Patricia Dimond 2 100%

Sarah Perry 2 100%

Hilton Food Group PLC Annual Report and Financial Statements 2024 97Overview

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Financial statements

Additional information

How the Committee has

dischargesits responsibilities

During 2024, the Committee met twice

and considered a range of topics including

resource, succession planning and reviewing

time commitments.

The Committee considered the continuing

evolution and composition of the Board in

order to maintain a strong, well-balanced and

diverse Board with particular focus in the year

on the Board Chair position.

The Committee noted the intention of

Robert Watson to step down from the

Board, after more than 20 years with the

business, anticipated to be by the end of

2024. A process to find his replacement

commenced led by the Senior Independent

Director, supported by two independent

Non-Executive Directors and the CEO.

This was considered to be an important

appointment as there would no longer be a

founder on the board, at a key point in the

Group’s evolution, with the new Chair playing

a critical role in shaping and managing

the culture of the Boardroom, challenging

managements’ thinking, promoting open

and constructive debate and supporting

the organisation through the next exciting

phase of development. Required previous

experience included:

▶ extensive current or previous

Non-Executive Director experience, ideally

as Chair, on the Board of an international

publicly listed business of appropriate scale

and complexity;

▶ exposure to automation, technology-led

supply chain operations and FMCG

(preferably food or drink);

▶ successful M&A activity;

▶ a track record of adding real commercial

value and demonstrating impartiality,

objectivity and independence;

▶ pragmatism, commerciality and

financial astuteness;

▶ a track record of excellent stakeholder

management; and

▶ evidence of successfully developing

relationships and mentoring other

directors and/or executives in their roles.

Additionally, personal qualities include

possessing the necessary gravitas, credibility

and sound judgement, being an excellent

communicator, networker, and ambassador

and the ability to attract and retain the best

non-executives for the Board and know

how to mould them into a team to get the

maximum value from each member.

A search was conducted by Sam Allen

Associates who have no other connections

with the Company or individual Directors.

A long list of candidates was produced

from which four candidates meeting

the criteria were selected for interviews.

The Committee also considered the diversity

of the Board, including gender, and also

difference in thinking as well as the ability

to inspire confidence among the Hilton

Foods shareholders including founders.

The Committee agreed that Mark Allen

was the right successor to Robert and

recommended that he be offered the Board

Chair position. Mark was initially appointed as

a Non-Executive Director on 1 October 2024.

An induction programme was arranged for

Mark including multiple site visits as well

as having a three-month handover period

with Robert ensuring a smooth transition.

Robert stepped down from the Board on

31 December 2024, replaced as Board Chair

by Mark, although is staying within the

business in an advisory capacity.

After these changes, the balance of the

Board’s independence was maintained

at 57% and Board gender diversity

maintained at 43%, above the FCA target.

Additionally, Patricia Dimond became the

Senior Independent Director with effect

from 1 March 2025. It is a key ambition of

the Board to achieve greater diversity in

its composition and it is recognised that

there is still work to be done. We believe

that broadening our diversity will not only

strengthen our governance but also enhance

our ability to innovate and serve our customer

base more effectively. The Board is fully

committed to giving strong consideration

tocandidates of diverse ethnic backgrounds.

The UK Corporate Governance Code allows

Non-Executive Directors to serve for up

to nine years and, accordingly, the next

enforced change will be no later than 2027.

Additionally, the size of the Board remains

under review. The Committee is committed,

and is proactively working towards achieving

greater diversity at the earliest opportunity.

We believe that this approach will ensure

that any changes made are sustainable and

in the best interests of the business.

Hilton Foods is an inclusive business and

we ensure that we give equal access to

all opportunities. Our approach supports

diversity, which is overseen by the Committee.

The gender balance of those in senior

management and their direct reports

continues to improve, increasing from

33.3% in 2023 to 34.7% in 2024. We continue

to develop management structures to

promote our talent pipeline as part of a

succession planning process covering the

Directors and senior management positions

to enable, where possible, recruitment of

vacant positions from internal candidates.

Accordingly, processes are in place to assess

the current management population against

criteria for larger management roles they

could potentially fill in the future and put

in place individual development plans.

Given the growth in business categories

and geographies, the Committee continues

to monitor the planning of resource

implications. The Chairman has discussions

with each Director to review and agree their

training and development needs.

Conclusion

The Committee considers that the work

performed, as detailed, demonstrates that the

Committee continues to operate effectively

and discharges its responsibilities.

I will be available to shareholders at the

forthcoming Annual General Meeting to

respond to any questions relating to the work

of the Committee.

On behalf of the Nomination Committee

Mark Allen

Chair

7 April 2025

Report of the Nomination Committee

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 98Overview

Strategic report

Governance

Financial statements

Additional information

Directors’ remuneration report

Remuneration

at a glance

2024 outcomes 2025 salaries/fees

Remuneration report and policy

Adjusted profit before tax

£76.1m

4% ahead of the budget target

Adjusted free cash flow

£45.4m

6% behind of the budget target

LTIP overall

vesting outcome

8.56%

of maximum

Bonus overall outcome

124.1%

(max 150%)

CEO

105.0%

(max 125%)

CFO

Threshold Outcome Maximum

100%

80%

60%

40%

20%

PBT Free cash flow Strategic objectives

20%

92%

100%

100% 100%

20%

31%

100%

Bonus overall outcome

100%

80%

60%

40%

20%

EPS TSR ESG

10%

100%

10%

57%

100%

10%

100%

LTIP overall vesting outcome

£850k

CEO 2025 salary of £850k, removal of travel

allowance following shareholder feedback

>96%

Remuneration Report 2024 AGM vote

>96%in favour

225%

New Remuneration Policy to be put to 2025

AGM – LTIP potential increase for CEO from

175% to 225% and CFO from 150% to 175%

£418k

CFO 2025 salary increase to £418k

£230k

New Chair from 1 January 2025 with

feeof£230k

Fixed pay £

984,000

Annual bonus £

977,000

LTIP £

otal

1,961,000

2024 Executive

rectors’ total

emuneration

Fixed pay £406,

000

Annual bonus £

388,000

LTIP £19,

000

otal

813,000

CFO

CEO

Hilton Food Group PLC Annual Report and Financial Statements 2024 99Overview

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Governance

Financial statements

Additional information

Performance objectives

in 2024 related to

shareholder value

growth, business

success, project

delivery, fit for future

and culture.”

Rebecca Shelley

Chair

Directors’ remuneration report

continued

Annual statement

Dear shareholder,

I am pleased to present the

Directors’ remuneration

report for the 52 weeks

ended 29 December

2024. This report sets out

the Company’s policy on

Directors’ remuneration

as well as information

on remuneration paid to

Directors during the year.

The report complies with the requirements

of The Large and Medium-sized Companies

and Groups (Accounts and Reports)

(Amendment) Regulations 2013 and has been

prepared in line with the provisions of the

2018 UK Corporate Governance Code (the

Code) and the Financial Conduct Authority

Listing Rules (the Listing Rules).

2024 saw continued volume growth across

the Group. Our UK seafood business

continued to recover although there are

challenges impacting our vegetarian/vegan

business and we continue with preparation

to build our new facility in Canada, which is

due to open in 2027.

The size and complexity of Hilton Foods

increased further during 2024 including

a focus on the Asian market growth

opportunity and unlocking the multi-category

offer potential, commercialising our Foods

Connected, Evolve4 and Line Control tech

stack businesses, developing the Cellular

Agriculture lab-grown meat business

and delivering the ESG agenda including

our Sustainable Protein Plan and Group

Transition Plan.

Performance and 2024

payoutcomes

Hilton Foods has continued to make

significant strategic progress, increasing in

both size and complexity. Trading volumes

increased with the continued recovery in the

UK seafood business, although there were

challenges in the vegetarian and vegan Dalco

business. The overall financial result for 2024

was good with adjusted pre-tax profit ending

4% above the budget target and a further

recovery in the share price.

The financial element of the annual bonus

was based on the Group’s underlying

adjusted profit before tax and adjusted

free cash flow. The actual performance was

adjusted profit before tax of £76.1m and

adjusted free cash flow of £45.4m, resulting

in awards for the CEO and CFO of 104.1% and

85.0% of salary respectively for the financial

element of the bonus.

The personal element of the bonus for

the Executive Directors was based on

performance objectives set in respect of

delivering shareholder value and platform for

growth, achieving Dalco recovery, overseeing

new projects, enabling a fit for future

business and continuously improving culture.

Following the Committee’s assessment of

these targets, the CEO and CFO earned

maximum annual bonuses (20% of salary)

for the personal element of the annual

bonus. The Committee’s assessment of the

performance of the Executive Directors

isdetailed on pages 113 to 115.

The LTIP award granted in 2022 is due to

vest in 2025 based on 60% EPS, 25% relative

TSR and 15% ESG metrics. Following the end

of the three-year performance period to

29 December 2024, EPS growth was below

the threshold target and relative TSR was

below median and, therefore, there will be no

vesting in respect of these metrics. There will

be 57% vesting in respect of the ESG metrics

and, accordingly, the overall vesting in May

2025 for the 2022 LTIP awards will be 8.56%.

The remuneration policy operated as

intended in terms of Company performance

and quantum, and no changes were

therefore considered to be necessary and

no discretion was exercised. There were

no payments to Directors during the year

outside of the approved Policy.

Chair recruitment

It was anticipated that Robert Watson would

step down from his role as Board Chair

by theend of 2024. Following a thorough

process to find his successor, we were

delighted to appoint Mark Allen initially as

aNon-Executive Director from 1 October 2024

with an annual fee of £58k, and then as Board

Chair from 1 January 2025 with a fee of £230k.

Hilton Food Group PLC Annual Report and Financial Statements 2024 100Overview

Strategic report

Governance

Financial statements

Additional information

Directors’ remuneration report

continued

Policy review

Following a review of the Remuneration

Policy, which was reaching the end of its

three-year life, the Committee concluded that

the existing approach to Executive Director

remuneration (i.e. fixed pay in addition to

an annual bonus and an annual grant of

performance-based long-term incentives)

remains broadly appropriate. However,

since the last Policy review circa three years

ago, Hilton Foods has continued to make

significant strategic progress, increasing in

both size and complexity. The continuing

growth of, and challenges faced by, the

business include:

▶ building a new facility in a new country,

Canada, with a new retailer partner,

Walmart due to open in 2027;

▶ continuing to grow the business’s

international footprint through managing

a pipeline of potential new opportunities,

including focusing on the Asian market

growth opportunity and unlocking the

multi-category offer potential;

▶ building further expertise as a supply chain

partner and commercialising the tech

stack comprising Foods Connected, Evolve

4 (acquired 2023), Agito JV (invested in

2023) and Omega line control businesses;

▶ developing the Cellular Agriculture

lab-grown meat business (first investment

in 2022);

▶ managing a challenging structural market

reset in our vegan and vegetarian market

and optimising into a single operating site;

and

▶ delivering the ESG agenda including

Hilton’s Sustainable Protein Plan and

Transition Plan.

Reflecting the above, shareholder feedback

received since our last AGM and as our

CFO continues to grow into the role, we

are proposing three changes to the Policy

and its implementation for 2025 being: (i) a

change to the CEO’s fixed pay in response

to shareholder feedback received in the run

up to the 2024 AGM; (ii) an increase to the

CEO’s LTIP provision to ensure the package

appropriately retains and incentivises him

and reflects the size and complexity of Hilton

Foods; and (iii) to continue to move the CFO’s

package towards market levels. Reflecting the

proposals, which are explained in detail

below, one change will be required to the

individual limits contained in both the Policy

and LTIP rules. In reaching its conclusions,

the Committee carried out a benchmarking

exercise with regard to the CEO and CFO

packages against the sector and FTSE

250 more generally.

CEO remuneration

Two changes are being proposed in

respect of Steve Murrells’ remuneration

being: (i) the removal of the separate travel

allowance, which was part of his recruitment

arrangements; and (ii) an increase to Steve’s

annual LTIP award from 175% to 225% of salary

as explained below.

(i) Travel allowance

Steve Murrells was appointed CEO in July

2023 and to secure the appointment, Hilton

Foods was required to match his previous

base salary of £750k and offer a £100k travel

allowance (increased by 5% from 1 January

2025 to £787.5k and £105k respectively in

line with the workforce) to recognise the

disturbance to his family life given his home

in the North West of England. Annual bonus

potential (150% of salary) and annual LTIP

awards (175% of salary) were set at levels

consistent with that offered to our previous

CEO, Philip Heffer.

However, while our major shareholders were

very supportive of Steve’s recruitment, there

was a strong preference from some of our

major shareholders to consolidate the travel

allowance into salary on a cost neutral basis

going forward.

As such, from 1 January 2025, Steve’s salary

was increased from £787.5k to £850k and the

travel allowance was removed. The partial

consolidation of £62.5k of the £105k travel

allowance into salary was cost neutral from

an on-target and total remuneration basis.

Steve’s benefits going forward will be limited

to private healthcare, the provision of a

company car, driver and fuel.

(ii) LTIP potential

The Committee wishes to increase Steve’s

LTIP award from 175% to 225% of salary to

ensure that:

▶ Steve remains appropriately retained and

aligned to the delivery of the Company’s

long-term strategy. Since Steve’s

appointment, it has become clear that

the market for executives of his calibre

is extremely competitive, both in sector

and more broadly, and the Remuneration

Committee is keen to reflect this;

▶ LTIP provision appropriately reflects the

size and complexity of Hilton Foods, noting

that award levels have not been increased

since 2018, notwithstanding the significant

increase in revenues, market capitalisation,

numbers of employees, production

sites and countries operated as detailed

above;and

▶ packages are appropriately weighted to the

long-term performance of Hilton Foods.

No changes will be made to Steve’s

shareholding guideline which, at 300%

of salary, is considered to be sector and

market leading.

Subject to shareholder approval, the

Committee intends to grant Steve his

normal 175% of salary LTIP in the 42-day

window following the announcement of

preliminary results, with the additional

50% of salary granted immediately after

the 2025 AGM on the same terms as the

main award (i.e. performance metrics,

targets, vesting date and share price used

to determine the number of shares under

award). Subsequent awards from 2026

onwards will be granted to Steve at 225% of

salary in the 42-day window following the

announcement of 2025 preliminary results,

and annually thereafter.

Following the partial consolidation of the

travel allowance and increase to the annual

LTIP award, Steve’s package will sit around

the upper quartile of the FTSE 250 as a result

of an upper quartile salary, median bonus

potential and between median and upper

quartile LTIP potential. This upper quartile

package, which is skewed towards

longer-term performance, is considered

appropriate for an upper quartile CEO

(noting Steve’s significant Board and sector

experience and his performance in the role)

at Hilton Foods (noting the Company’s size,

complexity and geographical spread as

detailed above).

While the Committee recognises that this

is a significant increase to Steve’s total

remuneration package, the additional

amounts will be subject to the delivery of

long-term performance and amounts will not

be realisable for at least five years from grant.

Hilton Food Group PLC Annual Report and Financial Statements 2024 101Overview

Strategic report

Governance

Financial statements

Additional information

Directors’ remuneration report

continued

CFO remuneration

Matt Osborne was promoted to the Board as

CFO in May 2022 on a remuneration package

well below FTSE 250 market levels, albeit the

Committee’s intention, as communicated in

recent Directors’ Remuneration Reports, is

to move the package towards market as his

experience in the role grows.

Matt was originally appointed on a base

salary of £270k, which was increased to

£320k from 1 January 2023, with a 100% of

salary maximum bonus and a 100% of salary

LTIP albeit Matt’s salary, bonus and LTIP

awards were increased to £370k, 125% of

salary and 150% of salary respectively from

1 January 2024.

Consistent with Matt’s increasing experience

and recognising his performance in the

role, the Committee wishes to continue to

move Matt’s package closer to market levels

for 2025. As such, the Committee increased

his base salary from £370k to £418k from

1 January 2025 and, noting the proposed

change to the CEO’s LTIP awards, intends

toincrease Matt’s LTIP award level from 150%

of salary to 175% of salary for 2025 onwards.

While the Committee recognises that

this is a significant increase to Matt’s total

remuneration package: (i) this has been well

signalled since his promotion to the Board;

and (ii) the package is now aligned to that of

his predecessor at the point he stepped down

from the Board over two years ago.

Following the increase to salary and LTIP

potential, Matt’s package will remain in the

lower quartile of the FTSE 250 as a result

of a lower quartile salary, lower quartile

bonus potential and median LTIP award.

Notwithstanding the size, complexity and

geographical spread of Hilton Foods as

detailed above, this lower quartile positioning,

albeit with a skew to the longer term, is

considered appropriate at the current

time as Matt continues to gain Board

level experience.

2025 implementation

Noting the proposed change to the Policy

and its implementation detailed above, a

summary of how the Committee intends

to operate the Policy during 2025 is set

out below.

Base salaries

As noted, Steve’s salary was increased from

£788k to £850k and his travel allowance

was removed and Matt Osborne’s salary was

increased from £370k to £418k taking him to

the same base salary as for his predecessor

in 2022. Both of these increases, which were

effective 1 January 2025, are inclusive of a

cost-of-living increase, which was set at 3.5%

for the broader UK team.

Pension and benefits

Pension provision will continue to be offered

at 7% of salary in line with the broader UK

workforce. Following the removal of the travel

allowance, Steve Murrells’ benefits will be

limited to private healthcare, the provision of

a company car, driver and fuel. Benefits for

Matt Osborne comprise private healthcare,

the provision of a company car and fuel.

Variable pay

Maximum annual bonus potential for Steve

Murrells and Matt Osborne will remain at

150% of salary and 125% of salary respectively

for 2025. Performance targets will comprise

personal and strategic objectives for 20%

ofsalary with remainder subject to financial

metrics including adjusted profit before tax

(80%weighting) and adjusted free cash flow

(20% weighting). As the financial targets,

which are set with reference to the 2025

budget, and the personal and strategic

targets are considered commercially

sensitive, the Committee will disclose the

targets on aretrospective basis in next year’s

report. One-third of any bonus awarded over

50% ofsalary will be deferred into Hilton

shares fortwo years.

As noted, the 2025 LTIP awards will increase

to 225% of salary for Steve Murrells (subject

toRemuneration Policy approval at AGM) and

175% of salary for Matt Osborne with vesting,

once again, determined by stretching EPS

(60% weighting), relative TSR (25% weighting)

and ESG targets (15% weighting).

For EPS, 10% of this part of an award (noting

that the majority of the FTSE 250 sets

threshold vesting at 25%) will vest where

EPS exceeds 72.3p (equating to 6.3% per

annum annual growth) increasing to full

vesting for this part of an award where EPS

exceeds 82.8p (equating to 11.2% per annum

annual growth) measured over the three

financial years commencing with the year

of grant. The full vesting target represents

considerable stretch given market demands.

In respect of the TSR targets, 10% of this

part of an award (noting that the majority of

the FTSE 250 sets threshold vesting at 25%)

will vest for median performance against

the constituents of the FTSE 250 (excluding

investment trusts), increasing pro-rata to full

vesting for this part of an award for upper

quartile performance. There will be three

ESG metrics, with 10% threshold vesting,

asdetailed in the table below.

In addition, no part of this award may vest

unless the Committee is satisfied with the

underlying performance of the Company.

Non-Executive Director fees

The Committee approved fees for Mark Allen

of £230k from 1 January 2025, a decrease

from the previous Chair. The Board Chair and

Executive Directors agreed an increase in

independent Non-Executive Director fees in

line with the UK general workforce for 2025.

Activities of the Committee

The Committee’s main activities during 2024

are summarised below and full details are set

out in the relevant sections of this report.

▶ Agreeing the Executive Director

remuneration package increases for 2025

and a review of salary increases for the

wider workforce.

▶ Agreeing annual bonus award levels for

2023 and setting the targets for 2024.

▶ Reviewing the EPS performance targets

and vesting levels for the 2021 LTIP awards,

which vested in 2024.

▶ Approving fees for the incoming

Board Chair.

▶ Approving the LTIP awards granted in 2024.

▶ Approving the issue of the Sharesave

scheme for 2024.

▶ Approving an incentive proposal in relation

to the tech stack businesses.

▶ Reviewing the CEO pay ratio and gender

pay gap disclosures.

▶ Performing an annual evaluation of the

Committee’s performance and reviewing

its Terms of Reference.

2025 LTIP ESG metrics

Threshold vesting over

the three-year period

Maximum vesting over

the three-year period

Scope 1 and 2 emissions 36.9% reduction 64.9% reduction

Scope 3 emissions 11.3% reduction 14.0% reduction

Women in leadership roles 10.0% increase 23.0% increase

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Directors’ remuneration report

continued

In addition, the Committee considered how

the Remuneration Policy and practices are

consistent with the six factors set out in

Provision 40 of the Code:

Clarity – Our Policy (current and proposed)

is understood by our senior executive team

and has been clearly articulated to our

shareholders and representative bodies.

This includes appropriate two-way dialogue

with staff, and consideration of their views in

respect of remuneration within the Group.

Simplicity – The Committee is mindful of the

need to avoid overly complex remuneration

structures, which can be misunderstood and

deliver unintended outcomes. Therefore, a

key objective of the Committee is to ensure

that our executive remuneration policies and

practices are straightforward to communicate

and operate.

Risk – Our policy (current and proposed) has

been designed to ensure that inappropriate

risk taking is discouraged and will not be

rewarded through: (i) the balanced use of

annual and long-term pay, which employ

a blend of financial, non-financial and

shareholder return targets; (ii) the significant

role played by equity in our incentive plans;

and (iii) malus/clawback provisions.

Predictability – Our incentive plans are

subject to individual caps, with our share

plans also subject to market standard

dilution limits.

Proportionality – There is a clear link between

individual awards, delivery of strategy and

our long-term performance. In addition,

thesignificant role played by

performance-related pay, together with

thestructure of the Executive Directors’

service contracts, ensures that poor

performance is not rewarded.

Alignment to culture – Our executive pay

policies are aligned to our culture through

the use of non-financial metrics in our

incentive arrangements.

Workforce engagement

There is appropriate two-way dialogue with

staff, and consideration of their views in

respect of remuneration within the Group.

We ensure that this dialogue is carried out

in a variety of ways including engagement

surveys to ensure we anonymously receive

feedback. Every site has either an employee

focus group or collective bargaining is in

place where we engage across the year on

a number of topics including remuneration

with the aim of considering views and

amending practice where appropriate.

An example of this is in Hilton Foods

UK where the workforce were clear that

being rewarded if great performance was

achieved was important to them. As a result,

we introduced a bonus scheme for every

employee that rewards with a payout of up to

3% of salary if the factory meets production

efficiency goals, while meeting our site

profitability and quality targets.

Use of discretion

Under the Code and its Terms of Reference,

the Committee has the right to exercise

independent judgement and discretion in its

assessment of Directors’ remuneration, taking

account of the performance of the Company,

Directors’ individual performances and wider

circumstances. The Committee was satisfied

that no discretion needed to be exercised in

respect of the policy or its operation for the

52weeks ended 29 December 2024.

Looking ahead

The Remuneration Committee is committed

to ensuring that the Policy and its

implementation remains compliant with

prevailing legislative requirements, and is

aligned with evolving best practice, while

continuing to take account of our overarching

remuneration philosophy and delivering

value to shareholders.

Transparency and equality of pay across all

grades, gender and geographies remains a

key focus of the business and is a regular item

on the Committee’s agenda.

Shareholder consultation

andAGMapprovals

During the year, I wrote to major shareholders

ahead of publication of our 2023 Annual

Report and 2024 AGM updating them on a

number of decisions made by the Committee

in respect of the Executive Directors, and

again following the Committee’s conclusions

from a review of Directors’ remuneration in

advance of drafting the new Remuneration

Policy. Following strong levels of shareholder

support during consultation, no changes

were made to the proposals and the

new Policy will be proposed as a binding

resolution for approval by shareholders at

our forthcoming 2025 AGM, together with an

advisory resolution in respect of the Directors’

remuneration report (excluding the Policy).

Thank you to those major shareholders for

their engagement in this process. I hope

we continue to receive significant levels of

shareholder support in respect of our Annual

Report at our forthcoming AGM.

Rebecca Shelley

Chair of the Remuneration Committee

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Directors’ remuneration report

continued

Directors’ Remuneration Policy

This part of the remuneration report sets out

our proposed Remuneration Policy, which

will be proposed as a resolution subject to a

binding shareholder vote at the Company’s

2025 Annual General Meeting.

As detailed in the Annual Statement, only one

change is being proposed in respect of the

increase in the LTIP potential from 175% to

225% of salary.

The new Policy takes into account the

provisions of the 2024 UK Corporate

Governance Code and other good practice

guidelines from institutional shareholders

and shareholder bodies. Subject to approval

by shareholders, it will become effective from

the 2025 AGM date and shall be in place for

the next three-year period, unless a new

policy is presented to shareholders before

then. All payments to Directors during the

policy period will be consistent with the

approved Policy.

Policy scope

The Policy applies to the Board Chair,

Executive Directors and Non-Executive

Directors.

Overview of Remuneration Policy

The Committee considers that the Group’s

remuneration policies should encourage a

strong performance culture and emphasise

long-term shareholder value creation in order

to be aligned with shareholders’ interests.

The Policy, developed following a

comprehensive remuneration review, has the

following objectives:

▶ to develop a remuneration structure

which supports the Company's strong

performance culture and our key objective

of creating long-term shareholder value;

▶ to enable the Company to recruit and

retain executives with the capability to lead

the Company on its ambitious growth path;

▶ to ensure our remuneration structures are

transparent and easily understood both

internally and externally;

▶ to align the interests of all our stakeholders:

the Hilton Foods team, our customers, the

communities and environment in which

we operate and our shareholders; and

▶ to reflect principles of best practice.

Remuneration Policy table

The following table summarises all elements

of pay, which make up the total remuneration

opportunity for Directors, and details how

each element is operated and links to the

Company's strategy.

Element Purpose and link to strategy Operation Maximum opportunity

Base salary To recruit and reward

executives of a suitable

calibre for the role and

duties required

Normally reviewed annually by the Committee with effect from 1 January, taking account of Company

size and structural changes, performance, individual performance, changes in responsibility and levels

ofincrease for the broader employee population.

Reference is also made to levels within relevant FTSE and industry comparators on a periodic basis,

although this is only one factor that is taken into account when determining pay levels and increases.

The Committee considers the impact of any base salary increase on the total remunerationpackage.

Pay levels throughout the organisation are also taken into account in order to ensure adequate provision

for timely succession.

Normally capped by the increases

made to the general workforce.

On occasion it may be appropriate

for a new Director to be positioned

on a below market base salary

but then to provide above market

increases as the executive gains

experience in the role.

Benefits To provide market

competitive benefits

to ensure the retention

ofemployees

The Company typically provides:

▶ company car and fuel;

▶ private healthcare; and

▶ other ancillary benefits, including relocation expenses (as required).

Any reasonable business-related expenses (including tax thereon) may be reimbursed.

Executive Directors are eligible for other benefits, which are introduced for the wider workforce on broadly

similar terms.

The value of traditional benefits is

based on the cost to the Company

and is notpredetermined.

Relocation expenses or benefits will

take into account the nature of the

relocation and will be provided on

afair and reasonable basis.

Pension To provide adequate

retirement benefits

Employer contributions are made to money purchase pension schemes or in certain circumstances a

salary supplement may be paid in lieu of such pension contributions.

Up to 7% of base salary aligned with

the broader UK workforce.

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Element Purpose and link to strategy Operation Maximum opportunity

Annual

bonus

To encourage and reward

delivery of the Company’s

short-term financial and/or

strategic objectives

The Committee will review performance metrics at the start of the year. Performance criteria will

bealigned to the Company’s strategic objectives at that time.

The majority of the bonus will be linked to challenging financial metrics, which will typically include

ameasure of profit. Strategic or other individual targets may be used to determine a minority of the

bonusoutcome.

For financial measures, typically a sliding scale of targets will be set. Where operated, no more than 20%

ofthat element shall be payable for threshold performance. It may not be possible to set sliding scale

targets for individual or strategic measures but full disclosure on the objectives and performance against

these will be provided on a retrospective basis.

One third of any bonus over 50% of salary will be deferred into shares for two years.

Dividend equivalents may be paid on the value of dividends paid during the vesting period

onany deferred bonus shares. The payment will be in the form of additional shares and may

assumereinvestment.

Bonuses are subject to malus and claw-back provisions in circumstances of misstatement, error or gross

misconduct, reputational damage and insolvency/corporate failure.

Up to 150% of base salary.

Long-term

incentives

To encourage and

reward delivery of the

Company’s medium-term

objectives. To provide

a way of building up a

meaningful shareholding

in the Company and

providing alignment with

shareholders’ interests

Under its Long Term Incentive Plan (LTIP) Hilton makes annual awards of conditional shares or nil cost

options to selected senior executives.

Awards vest subject to continued employment and satisfaction of challenging performance conditions

measured over three years to be satisfied by the issue of new shares or through purchasing shares in the

market.

The performance measures will be based on financial (e.g. EPS), share-price related (e.g. relative TSR) and,

when appropriate, strategic and/or ESG performance targets.

Performance targets will be determined at the date of grant with up to 10% vesting at threshold

performance. The Committee may introduce new, or reweight existing, performance measures so that

they are aligned with the Company’s strategic objectives at the start of each performanceperiod.

Awards are subject to malus and claw-back provisions for three years following vesting in circumstances

ofmaterial misstatement, error or misconduct, reputational damage and insolvency/corporate failure.

A two-year post-vesting holding period will operate for LTIP awards granted to Executive Directors.

Dividend equivalents may be paid on the value of dividends paid during the vesting period or any holding

period (if applicable). The payment may be in the form of additional shares and may assumereinvestment.

Up to 225% of base salary.

All-employee

shareschemes

To encourage employee

share ownership and

thereby increase

their alignment

withshareholders

All employees are eligible to join any permissible all-employee scheme. Executive Directors will be

eligibleto participate in any all-employee share plan operated by the Company on the same terms

asother eligible employees.

Under Hilton’s Sharesave Scheme (HMRC-approved for the UK), regular savings over three years is

followedby a six month period to exercise the options granted.

No performance conditions attach to options granted under the scheme.

The maximum level of participation

is subject to the limits imposed by

HMRC from time to time (or a lower

cap set by the Company).

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Element Purpose and link to strategy Operation Maximum opportunity

Shareholding

guidelines

To further align Executive

Directors’ interests with

those of long-term

shareholders and other

stakeholders

Executive Directors are expected to build a holding in the Company’s shares equal to a minimum value of

300% of base salary for the Chief Executive Officer and 200% of base salary for all other Executive Directors.

To the extent that this guideline has not been achieved, executives are normally required to retain 50%

ofany vested share awards (after the sale to meet tax obligations). Shareholdings for new executive Board

members can be built over a five year period.

N/A

Post-cessation

guidelines

100% of the relevant in-employment guideline for two years post-cessation. N/A

Non-Executive

Director fees

To attract and retain a

high-calibre Non-Executive

Chair and Non-Executive

Directors by offering

a market competitive

feelevel

The Non-Executive Directors receive fees for carrying out their duties.

Fees are reviewed annually. A base fee is augmented for Committee Chairs or membership to take into

account the additional time commitment and responsibilities associated with those Committees. Neither

the Chairman nor the Non-Executive Directors are eligible for any performance-related remuneration.

Non-Executive Director remuneration is determined by the Board Chair and the Executive Directors. The

Board Chair’s remuneration is determined by the Remuneration Committee. If there is a temporary, yet

material increase, in the time commitments for Non-Executive Directors, the Board may pay extra fees

ona pro-rata basis to recognise the additional workload.

Additional fees may be payable in relation to extra responsibilities undertaken such as chairing a Board

Committee and/or a Senior Independent Director role or being a member of a Committee.

Any reasonable business-related expenses (including tax thereon) can be reimbursed if determined

to be a taxable benefit.

As for the Executive Directors, there

is no prescribed maximum annual

increase, although it will normally

align to the workforce pay increase.

Any increases to fee levels will

take into account the general

salary increase for the broader UK

employee population, the level

of time commitment required

toundertake the role and the level

offees paid in the general market.

Notes:

1 As Hilton Foods operates in a number of geographies, remuneration practices vary across the Group. However, employee remuneration policies are based on the same broad principles and the Remuneration Policy for the Executive

Directors is designed with regard to the policy for employees as a whole. For example, the Committee takes into account the general base salary increase for the broader UK employee population when determining the annual salary

review for the Executive Directors. There are some differences in the structure of the Remuneration Policy for the Executive Directors and other senior employees, which the Remuneration Committee believes are necessary to reflect

the different levels of responsibility of employees across the Company. The key differences in Remuneration Policy between the Executive Directors and employees across the Group are the increased emphasis on performance-related

pay and the inclusion of a share-based Long Term Incentive Plan for Executive Directors. There is a lower aggregate incentive quantum at below executive level with levels driven by market comparatives and the impact of the role.

Long-term incentives are not provided outside of the most senior executives as they are reserved for those viewed as having the greatest potential to influence Group levels of performance.

2 Long-term incentive and Sharesave schemes are operated in accordance with their respective Scheme and other rules under which the Committee has some discretion relating to their administration, which is consistent with market

practice. Under the LTIP such discretion covers:

– participation;

– the timing of the grant of award and/or payment;

– treatment of awards in the event of good leavers (including determination of good leaver status), death and intervening events (including variations in capital and change of control), which address vesting date, exercise period

andreduction in number of vesting options;

– minor alterations to benefit the plan administration, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment;

– where an event has occurred such that it would be appropriate to amend the performance condition so long as the altered performance condition is not materially less difficult to satisfy; and

– adjusting the long-term incentive vesting outcome if the level of vesting is not considered to be commensurate with performance over the period. The Committee, in using its discretion, would act fairly and reasonably and would

seek to consult with shareholders prior to the use of any upwards discretion.

3 The Remuneration Committee retains the right to exercise discretion to override formulaic outcomes and ensure that the level of bonus and/or LTIPs payable is appropriate. It may also use its judgement to adjust outcomes to

ensure that any payments made reflect overall Company performance and stakeholder experiences more generally. Where discretion is exercised, the rationale for this discretion will be fully disclosed to shareholders in the relevant

annual report.

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Directors’ remuneration report

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Other Policy information

Element Description

Non-UK based

Directorsand foreign

currency translation

Directors may be employed who are based outside of the UK and, therefore, subject to the employment laws and accepted practice for that country, which may

be different to those in the UK. The Committee will ensure that any future overseas-based Directors are remunerated on an equivalent basis as in the UK albeit

that it may be necessary to satisfy local statutory requirements.

Approach

to recruitment

The remuneration package for a new Executive Director would be set in accordance with the terms of the Company’s approved Remuneration Policy in force

at the time of appointment. For the appointment of a new Board Chair or Non-Executive Director, the fee arrangement would be set in accordance with the

approved Remuneration Policy in force at that time.

The salary for a new Executive Director shall take into account the experience and calibre of the individual and the market rate required for recruiting them.

Theinitial salary may be set below the normal market rate, with phased increases over the first few years as the Executive Director gains experience in their new

role. Pension provision will be workforce aligned.

Depending on the timing of the appointment, the Committee may deem it appropriate to set different annual bonus performance criteria for the remainder of

the first performance year of appointment. The bonus would be pro-rated to reflect the portion of the year in employment. In addition, an LTIP award can be made

shortly following an appointment (providing that the Company is not in a closed period). The maximum bonus and LTIP grant level will be in accordance with the

maxima outlined in the policy table.

If an individual is forfeiting remuneration from their previous employer, the Committee may offer additional cash and/or share-based elements when it considers

these to be in the best interests of the Company and its shareholders. Such payments would reflect, and be limited to, remuneration relinquished when leaving

the former employer and would reflect (as far as possible) the nature and time horizons attaching to that remuneration and the impact of any performance

conditions. The aim of any such award would be to ensure that so far as possible, the expected value and structure of the award will be no more generous than the

amount being forfeited. Shareholders will be informed of any such payments in the remuneration report.

For an internal Executive Director appointment, any variable pay element awarded in respect of the prior role will be allowed to pay out according to its terms.

In addition, any other ongoing remuneration obligations existing prior to appointment may continue.

For external and internal Executive Director appointments the Committee has the discretion to pay ongoing relocation costs for a reasonable period, as well as

one-off payments (assuming they are fair and reasonable).

Any share-based awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary, awards may be granted

outside of these plans as permitted under the Listing Rules.

Payment for

loss of office

Payments for loss of office are made in accordance with the terms of the Directors’ service contracts as below.

On termination, no bonus is payable unless the Committee determines good leaver circumstances apply where, subject to performance conditions, a pro-rata

bonus may be payable at the Company’s discretion.

LTIP awards will generally lapse on cessation, although they may be capable of vesting in certain good leaver situations. For good leavers, outstanding share

awards may vest at the original vesting date, or on the date of cessation if the Committee decides, subject to time pro-rating and the performance conditions

being satisfied.

In accordance with its Terms of Reference, the Committee ensures that contractual terms on termination, and any payments made, are fair to the individual, and

the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised. The Committee may pay reasonable outplacement and legal fees

where considered appropriate. In addition, the Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination of

employment, where considered in the best interests of the Company.

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Element Description

Consideration of

shareholderviews

The Committee is always interested in shareholder views and is committed to an open dialogue. Accordingly, the Committee will seek to engage with major

shareholders on any proposed significant changes to its remuneration policies or in the event of a significant exercise of discretion. The Committee considers

shareholder feedback received in relation to each AGM alongside views expressed during the year. In addition, we engage actively with our largest shareholders

and consider the range of views expressed.

Consideration of

employment conditions

elsewhere in the Group

The Committee takes into account the general employment reward packages of employees across the Group when setting policy for Executive Director

remuneration and is kept informed of changes in pay across the Group. Non-Executive Directors engage with employees on a number of areas including

Group-wide remuneration. These discussions ensure that all employees’ views are taken on board.

Director service contract and other relevant information

Provision Executive Directors Non-Executive Directors

Term Steve Murrells appointed on 3 July 2023 with no fixed term.

Matt Osborne appointed on 24 May 2022 with no fixed term.

Angus Porter – from 1 July 2018

Rebecca Shelley – from 1 April 2020

Patricia Dimond – from 1 April 2022

Sarah Perry – from 4 December 2023

Mark Allen – from 1 October 2024

Re-election at AGM Annually under the Company’s Articles and for FTSE 350 companies under the UK Corporate

Governance Code

Annually under the Company’s Articles and for FTSE 350

companies under the UK Corporate Governance Code.

Notice period Up to 12 months for both the Company and the Director. The service contract policy for new

appointments will be on similar terms as existing Directors

Six months for both the Company and the Director.

Termination payment/

payments in lieu of notice

Up to 12 months’ salary in lieu of notice.

If a claim is made against the Company in relation to a termination (e.g. for unfair dismissal),

theCommittee retains the right to make an appropriate payment in settlement of such claims

as considered in the best interests of the Company. Additional payments in connection with any

statutory entitlements (e.g. in relation to redundancy) may be made as required.

None

Change of control There are no enhanced terms in relation to a change of control. There are no enhanced terms in relation to a change of control.

External appointments External appointments can be held and earnings retained from such appointments with the

Company’s permission.

N/A

Inspection

Executive Director service agreements and Non-Executive Director appointment letters are available for inspection at the Company’s registered office.

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Illustration of future application of remuneration policy

The chart below illustrates 2025 Executive Directors’ remuneration at different levels of performance under the Remuneration Policy.

Notes:

1 Fixed elements of pay comprise salary and fees, benefits and pension. Salary and fees include known increases and benefits are included at 2024 levels adjusted for known changes. Pension is included at 7%.

2 One year targets represent the annual bonus. The minimum scenario assumes no bonus on the basis that threshold is not reached, the on-target scenario assumes 50% of the maximum and the maximum scenario assumes the full

bonus is awarded (150% of salary bonus for the CEO and 125% of salary for the CFO).

3 Multiple year targets comprise long-term incentives. The minimum scenario assumes that threshold performance is not reached with no awards vesting, the on-target scenario is based on 50% of the awards vesting and the maximum

scenario reflects the maximum performance with 100% of the awards vesting (225% of salary bonus for the CEO and 175% of salary for the CFO).

4 The basis of the calculation of the share price appreciation is that the share price embedded in the calculation for the “maximum” bar chart is assumed to increase by 50% across the performance period.

Minimum 100% 944

On-target

37%

Maxium

23%

19%

25%

31%

25%

38% 2,537

46% 4,131

56% 5,087

Max with 50%

share price growth

Minimum 100% 457

On-target

42%

Maxium

26%

22%

34%

43% 1,711

53% 2,077

24% 1,084

31%

25%

Max with 50%

share price growth

0 1,000 2,000 3,000 4,000 5,000

6,000

Fixed

One year targets

Multiple year targets

Steve Murrells

Matt Osborne

2025 Director remuneration illustration £’000

0 1,000 2,000 3,000 4,000 5,000

6,000

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Role of the Committee

Remuneration Policy is delegated by the Board to the Remuneration Committee established by the Board of Directors. Terms of Reference formalise the roles, tasks and responsibilities of the

Committee to comply with the Code and to achieve best practice. The Committee’s Terms of Reference are available and can be found on the Company’s website at www.hiltonfoods.com.

The Committee meets at least twice per year.

Membership of the Committee

Members of the Committee are appointed by the Board on the recommendation of the Nomination Committee and in consultation with the Chair of the Remuneration Committee. In 2024,

theCommittee comprised the independent Non-Executive Directors Rebecca Shelley (Committee Chair), Angus Porter, Patricia Dimond, Sarah Perry and Mark Allen (from 1 October 2024).

Other individuals such as the Board Chair, Chief Executive and external advisors may be invited by the Committee to attend meetings as and when required. The Company Secretary is in

attendance at all meetings.

Responsibilities of the Committee

The main responsibilities of the Remuneration Committee which are contained in the Code and in the Committee’s Terms of Reference, are:

▶ setting the Remuneration Policy and agreeing payments for the Company’s Non-Executive Chair, the Executive Directors and Executive Leadership Team;

▶ approving the design of, and determining the targets for, any performance-related pay schemes operated by the Company and approving the aggregate annual payments made under

such schemes;

▶ reviewing the design of all share incentive plans for approval by the Board and shareholders; and

▶ reviewing all elements of workforce remuneration and associated policies.

Attendance at meetings of the Remuneration Committee

Number attended Percentage attended

Rebecca Shelley 4 100%

Angus Porter 4 100%

Patricia Dimond 4 100%

Sarah Perry

3 75%

Mark Allen (appointed 1October 2024) 2 100%

Note:

1 Sarah Perry’s absence from one meeting during the year was due to a family bereavement.

External advisors

The Committee recognise the complexity and technical nature of remuneration issues and have therefore appointed independent experts, FIT Remuneration Consultants LLP, on remuneration

matters. FIT’s fees, on a time and expense basis, for advice provided to the Remuneration Committee during the year were £42,160 (excluding VAT) which included advising on the new

Remuneration Policy. FIT does not provide any other services to the Group and the Committee is satisfied that it provides independent and objective remuneration advice. FIT is a signatory

tothe Code of Conduct for Remuneration Consultants in the UK, details of which can be found on the Remuneration Consultants Group’s website at www.remunerationconsultantsgroup.com.

Share scheme dilution limits

The Company applies established good governance restrictions over the issue of new shares under all its share schemes of 10% in 10 years and 5% in 10 years for discretionary schemes.

As at 29 December 2024, the headroom available under these limits was 1.3% and 0% respectively.

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Statement of voting at Annual General Meeting

The following table shows the voting results in respect of the 2023 Directors’ remuneration report (other than the Directors’ Remuneration Policy) approved at the 2024 AGM and the Directors’

Remuneration Policy, which was last approved by shareholders at the 2022 AGM:

Approve Directors’

remuneration report

Approve Directors’

remuneration policy

AGM year 2024 2022

Resolution type Advisory Binding

Votes for 53,368,817 76,038,800

% 96.45% 99.05%

Votes against 1,966,853 733,039

% 3.55% 0.95%

Votes withheld 4,403,131 3,750

Single total figure table of remuneration

The remuneration of individual Directors is set out below.

52 weeks to 29 December 2024

Salary and

fees (note 1)

£’000

Benefits

(note 2)

£’000

Pension

(note 3)

£’000

Total

fixed pay

£’000

Annual bonus

(note 4)

£’000

Long-term

incentive

(note 5)

£’000

Total

variable pay

£’000

Total

£’000

Executive Directors

Steve Murrells 788 141 55 984 977 – 977 1,961

Matt Osborne 370 10 26 406 388 19 407 813

Non-Executive Directors

Robert Watson 294 – – 294 – – – 294

Angus Porter 68 – – 68 – – – 68

Rebecca Shelley 80 – – 80 – – – 80

Patricia Dimond 70 – – 70 – – – 70

Sarah Perry 58 – – 58 – – – 58

Mark Allen (appointed 1 October 2024) 15 – – 15 – – – 15

Total 1,743 151 81 1,975 1,365 19 1,384 3,359

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Directors’ remuneration report

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52 weeks to 31 December 2023

Salary and

fees (note 1)

£’000

Benefits

(note 2)

£’000

Pension

(note 3)

£’000

Total

fixed pay

£’000

Annual bonus

(note 4)

£’000

Long-term

incentive

(note 5)

£’000

Total

variable pay

£’000

Total

£’000

Executive Directors

Steve Murrells 375 52 26 453 470 – 470 923

Matt Osborne 320 16 22 358 277 – 277 635

Non-Executive Directors

Robert Watson 280 – – 280 – – – 280

Angus Porter 58 – – 58 – – – 58

Rebecca Shelley 58 – – 58 – – – 58

Patricia Dimond 64 – – 64 – – – 64

Sarah Perry 4 – – 4 – – – 4

Former Directors

Philip Heffer 310 2 22 334 388 – 388 722

Christine Cross 59 – – 59 – – – 59

Total 1,528 70 70 1,668 1,135 – 1,135 2,803

Notes:

1. Salary and fees

Reflects salaries/fees paid to Directors in respect of 2024 (with 2023 comparatives). In 2024, Non-Executive Directors were paid a basic fee of £58,000 with additional fees of £12,000 paid for

chairing Audit and Remuneration Committees and £10,000 for chairing the Sustainability Committee, and for the role of Senior Independent Director combined with the designated NED for

workforce engagement.

2. Benefits

Benefits provided comprised CEO travel allowance (totalling £105k), company car, driver, fuel and private healthcare.

3. Pension

Payments were made during 2024 to money purchase pension schemes (£26k) or in lieu as a salary supplement (£55k) at the rate of 7% of salary for all Executive Directors.

Hilton Food Group PLC Annual Report and Financial Statements 2024 112Overview

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Directors’ remuneration report

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4. Annual bonus

The 2024 annual bonus had two elements. The financial element bonus was based on adjusted profit before tax and free cash flow performance against a sliding scale of targets. A strategic

element bonus was available based on achievement of personal objectives. No bonus is paid the profit financial metrics achieves threshold performance. The bonus outcome for 2024 for all

Executive Directors is summarised below.

Bonus element Metric Weighting Threshold performance Target performance Maximum stretch target 2024 achieved

Financial Adjusted profit before tax 80% £65.8m £73.1m £76.8m £76.1m

Adjusted free cash flow 20% £43.7m £48.5m £50.9m £45.4m

% of base salary CEO / CFO 20% / 20% 75% / 50% 130% / 105% 104.1% / 85.0%

Strategic personal % of base salary CEO / CFO 20% / 20% 20.0% / 20.0%

Total % of base salary CEO / CFO 150% / 125% 124.1% / 105.0%

To be paid in cash 99.4% / 86.7%

To be deferred into Hilton shares for two years subject to continued employment 24.7% / 18.3%

The Executive Directors were set a number of different personal and strategic objectives individually tailored to their role and the needs of the business in the year now under review.

The achievements against these objectives were considered carefully by the Committee. A summary of these objectives and achievements for the Executive Directors is set out below together

with the assessment and overall outcome.

Steve Murrells

Objectives Detailed targets Weighting % Remuneration Committee assessment

1. Deliver shareholder value and

platformfor growth

▶ Deliver the 2024 budget

▶ Deliver a Greenchain investor day that builds investorrelationships

▶ Re-set 2025 growth strategy for 2028 to recover and grow PBTand margin

alongside revenue

▶ Lead the implementation of a dynamic marketing and communications

ESGstrategy

Met in full ▶ Executed a number of initiatives to build a platform

of growth and renew confidence in the Hilton Foods

model with its shareholders

▶ Achieved a better balance to the share register with

threenew holders

▶ Executed clearer, transparent comms supported

by site visits, professionalised our presentations

including participating in breakfast meetings

▶ A transition and comms plan to hit improved SBTIs

onsustainability

▶ Increased in number of European shareholders

2. Achieve Dalco recovery and set

Foppenup for success

▶ Ensure service, quality and budget targets are met and exceeded

▶ Conduct strategic view of both businesses to set up for long-term success

▶ Improve on employee engagement scores in Dalco and Foppen

Met in full ▶ Made available additional resources to support the

recovery plan

▶ Started conversations with potential partners

▶ Built relationships at a senior level with key customer

▶ Visited the Dalco site a significant number of times

togive confidence to the team

▶ Resolved a significant problem with a major customer

▶ Undertook business reviews across both Foppen

operating sites

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Objectives Detailed targets Weighting % Remuneration Committee assessment

3. Oversee delivery plans for new projects ▶ Deliver to budget, timelines and customer satisfaction

▶ Ensure the teams have the resources to deliver

▶ Support customer relationship management at the highest levels during

project delivery

Met in full ▶ All milestones achieved on Canada project in

first planning year including facility secured

andbusinesscase

▶ Solid progress made throughout the year on

otherprojects

4. Enable a fit-for-future business ▶ Drive delivery of regional and central cost out programmes

▶ Improve financial and operational performance through simplified KPIs

▶ Ensure robust succession plans and improved talent pipelines

Met in full ▶ Delivered on consensus profit number despite

significant Dalco challenges

▶ Shared our 2030 vision with the Board

▶ Started to give middle managers bigger opportunities

▶ Started the conversation on a plan to restructure

and rightsize the business

5. Continuously improve culture ▶ Ensure the implementation of an effective internal communications

strategy and framework

▶ Embody the ELT ways of working Charter by being connected and supportive

to ELT colleagues and setting the right climate for leaders across Hilton Foods

measured through 360-degreefeedback

▶ Lead the continuous improvement of colleague engagement

Met in full ▶ Engagement results continue to improve across

the Group

▶ Signed off the internal communication strategy

thathas landed well in its first year

▶ Started work on developing the leadership

capability of the ELT, which included measuring

theprogress of how they each lead their teams

today, how they problem solve and how they

improve coming together through a 360-degree

process. Results showed considerable improvement

year on year

Outcome of strategic personal objectives, Remuneration Committee assessment: 20% of salary achieved from a total of 20%.

Matt Osborne

Objectives Detailed targets Weighting % Remuneration Committee assessment

1. Continue step-change in investor

relations driving positive market

sentiment in line with Board and

GroupCEO expectations

▶ Maintain positive relationships with investors and analysts

▶ Coordinate capital markets event providing deep dive into Greenchain/other

areas of business as agreed

▶ Active engagement with potential US and/or European investors through

targeted roadshow(s) by end of Q3

Met in full ▶ Positive dialogue with investors and analysts with

extremely good feedback from brokers, analysts

and investors

▶ Positive engagement with new investors throughout

the year

▶ European investor introductions and non-holder

breakfast timetabled supported by brokers

▶ Concerted efforts to increase profile of business

through attendance at broker investor conferences

Steve Murrells continued

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Objectives Detailed targets Weighting % Remuneration Committee assessment

2. Ensure effective, sustainable funding

of core business and support to

geographic expansion that meets

the 2024 business plan requirements

without compromising the long-term

strategy

▶ Deliver incremental CAD financing for Canda project, while maintaining

Group headroom

▶ Progress funding for potential new projects

▶ Build plan for inclusion of ESG links in incremental financing and

re-financing of existing facilities

▶ Deliver step change in working capital visibility and management

with more effective reporting and targeted in-year improvements

Met in full ▶ Finance strategy presented to the Board with overall

support for the approach proposed

▶ Positive initial engagement with local Canadian

partner bank alongside positive feedback from

existing keylenders

▶ UK lease financing facility utilised in the UK

3. Provide greater stakeholder insight

and understanding through enhanced

financial reporting and planning that

enables improved decision making

in line with Board and Group CEO

expectations

▶ KPIs – replace current weekly KPI with more focused insightful measures

▶ Enhance current monthly accounts pack to provide greater insight and

understanding for Board and ELT users

▶ Delivery of updated, flexible, 5 year planning model

Met in full ▶ Finance reports improved with additional

commentary and insight provided

▶ KPIs reports streamlined and simplified to provide

more focused measures. Plan to transition to PowerBI

report underway

▶ Strategy plan updated to include more flexibility

andability to scenario plan

▶ Significant work underway regarding roll-out of

future tech ERP

▶ Systemised statutory consolidation tool being trialled

before full implementation

4. Build the financial leadership team

to create and implement the finance

strategy ensuring one-team ways

of working and robust local delivery

in line with the Board and Group

CEOsexpectations

▶ Deliver meaningful progress in key areas of finance strategy comprising

capital allocation, cash management and working capital, KPIs and one

finance team

▶ FY 2025 Budget process – lead more effective budget process with early

resolution of Group/internal charges

Met in full ▶ Finance leadership team in place to focus on

driving change, process improvements and

resolvingchallenges

▶ Good progress on capital allocation

prioritisation project

▶ Cash management forecasting processes

being enhanced

▶ Good focus across the regions on reporting including

more efficient preparation of flash reports

▶ Budget process underway with early start on

rechargework

5. Embody the ELT ways of working

Charterby being connected and

supportive to ELT colleagues and

settingthe right climate for leaders

across Hilton Foods measured

throughthe agreed 360-degree

feedback process

▶ Show alignment as a collective

▶ Agree on the messages and decisions made in the room and commit

tooutcomes as a team

▶ Support other ELT team members

▶ Collaborate and always assume positive intent

Met in full ▶ Diarised regular check ins with regional CEOs to

ensure awareness of challenges and provide or offer

support as required. Regularly check in with other ELT

members and act as sounding board as needed

Outcome of strategic personal objectives, Remuneration Committee assessment: 20% of salary achieved from a total of 20%.

Matt Osborne continued

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Directors’ remuneration report

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5. Long term incentive plan

Awards were granted in 2021 under the Long Term Incentive Plan, which are due to vest in 2025, subject to performance conditions covering the three financial years 2022–2024 with a 60%

weighting given to an EPS metric, a 25% weighting to a TSR metric and a 15% weighting to various ESG metrics. The share price at the date the awards were granted was £12.04. The long-term

incentive vesting outcome is summarised below.

EPS metric Threshold performance Maximum performance 2024 achieved

2022–24 adjusted basic EPS % annual growth 5% 12% -0.6%

Vesting % 10% 100% 0.0%

TSR metric Threshold performance Maximum performance 2024 achieved

2022–24 adjusted basic EPS % annual growth Median Upper quartile 81st out of 156 constituents

Vesting % 10% 100% 0.0%

ESG metric Threshold performance Maximum performance 2024 achieved

2022–24 Scope 1 & 2 (5% weighting) 6.5% reduction 43.9% reduction 31.9% reduction

2022–24 Recycled packaging (5% weighting) 11.7% increase 28.3% increase 7.0% increase

2022–24 Food waste (5% weighting) 15.0% reduction 30.0% reduction 47.0% reduction

Vesting % 10% 100% 57.1%

The overall vesting is 8.56%, which is not affected by any assumptions over acquisitions.

Director

Awards granted

No.

Awards expected to vest 8.56%

No.

2024 Q4 average share

price£9.025

£’000

Amount attributable to share

price appreciation

£’000

Matt Osborne 24,033 2,057 19 (6)

6. Payments to past directors

There were no payments made to former directors in 2024 for services as directors.

7. Payments for loss of office

There were no payments for loss of office made in 2024.

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Directors’ remuneration report

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Director shareholding and share interests

Details of Director shareholdings and changes in outstanding share awards were as follows:

Director Type

At 31

December

2023

Granted

(note4) Exercised Lapsed

At 29

December

2024

Exercise price

(pence)

Earliest

exercise

date

Latest

exercise

date Notes

Robert Watson Shares 2,042,292 2,042,292 1

Nil cost options 24,241 3,634 (27,875) – – nil 21.05.22 21.05.29 3

Total nil cost options 24,241 3,634 (27,875) – –

Steve Murrells Shares 28,781 39,576 1

Nil cost options 182,039 – – – 182,039 nil 15.05.26 15.05.33 3(b)

Nil cost options – 148,026 – – 148,026 nil 13.05.27 13.05.34 3(c)

Total nil cost options 182,039 148,026 – – 330,065

Matt Osborne Shares 5,171 7,684 1

Share options 2,678 – – – 2,678 672.00 01.08.26 01.02.27 2

Total share options 2,678 – – – 2,678

Nil cost options – 221 (221) – – nil 21.05.22 21.05.29 3

Nil cost options 4,492 – – (4,492) – nil 11.05.24 11.05.31 3

Nil cost options 24,033 – – – 24,033 nil 16.05.25 16.05.32 3(a)

Nil cost options 55,479 – – – 55,479 nil 15.05.26 15.05.33 3(b)

Nil cost options – 59,613 – – 59,613 nil 13.05.27 13.05.34 3(c)

Total nil cost options 84,004 59,834 (221) (4,492) 139,125 1

Angus Porter Shares 2,877 2,877 1

Rebecca Shelley Shares 3,281 3,376 1

Patricia Dimond Shares 19,188 21,518 1

Sarah Perry Shares – 536 1

Mark Allen Shares – – 1

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Notes

1. All shares are beneficially owned with the exception of 1,246,917 shares held by various family trusts of which Robert Watson is a trustee. There have been no changes in the interests

ofcurrent Directors between 29 December 2024 and the date of this report.

The Company’s Remuneration Policy includes a shareholding guideline such that Executive Directors are expected to build a holding in the Company’s shares at least equal to a minimum

value as a percentage of base salary. At 29 December 2024, the guideline and actual share holdings were as follows:

Director

Guideline minimum

holding value

as a % of salary

Actual holding

value as a % of salary Guideline met?

Steve Murrells 300% 46% On track

Matt Osborne 200% 19% On track

In accordance with the Remuneration Policy, Steve Murrells and Matt Osborne will retain at least 50% of any vested share awards (after the sale to meet tax obligations) to build up their

shareholdings over a period of no more than five years to meet the guideline.

2. Share options granted under Hilton’s all employee Sharesave Scheme.

3. Nil cost options granted under the Long Term Incentive Plan, which are subject to the performance conditions and compound earnings per share growth below on a sliding scale over the

performance period.

Grant year Performance basis Performance period Threshold vesting

Compound annual growth at

thresholdvesting Maximum vesting

Compound annual growth at

maximumvesting

(a) 2022 EPS 60% 2022–2024 10% 5% 100% 12%

TSR 25% Median Upper quartile

ESG – Scope 1 & 2 energy 5% 6.5% reduction over period 43.9% reduction over period

ESG – Recycled packaging 5% 11.7% increase over period 28.3% increase over period

ESG – Food waste 5% 15.0% reduction over period 30.0% reduction over period

(b) 2023 EPS 60% 2023–2025 10% 11% 100% 17%

TSR 25% Median Upper quartile

ESG – Scope 1 & 2 energy 5% 35% reduction over period 52% reduction over period

ESG – Scope 3 energy 5% 21% increase over period 33% increase over period

ESG – People gender, inclusion and

human rights metrics 5% Various Various

TSR 25% Median Upper quartile

ESG – Scope 1 & 2 energy 5% 43% reduction over period 53% reduction over period

ESG – Scope 3 energy 5% 16% reduction over period 19% reduction over period

ESG – Supplier audit and people gender

and survey metrics 5% Various Various

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4. Grant of LTIP nil cost option awards in the year were as follows:

Director Face value

Number of shares under

2024 LTIP award Proportion of salary Share price date Closing share price

Steve Murrells £1,378,125 148,026 175% 10 May 2024 931p

Matt Osborne £555,000 59,613 150% 10 May 2024 931p

Additionally, Robert Watson and Matt Osborne were granted 3,634 and 221 dividend equivalent options respectively, relating to their 2019 grant.

5. LTIP nil cost options exercised in the year occurred when the share price was 875.5p and 931p.

Further information – not subject to audit

Statement of implementation of Remuneration Policy in the 2025 financial year

Details of the Committee’s intended approach to the implementation of the policy for 2025 is set out in the annual statement.

TSR performance graph

The graph below shows the Total Shareholder Return performance (TSR) (share price movements plus reinvested dividends) of the Company compared against the FTSE 250 Index covering

the 10 years from 2015 to 2024. The FTSE 250 Index (excluding Investment Trusts) is, in the opinion of the Directors, the most appropriate index against which the TSR of the Company should be

measured as it is a broad equity index of which Hilton Food Group plc is a constituent.

Total return index (rebased 31/12/2013 = 100)

350

300

250

200

150

100

201920182017201620152014 2020 2021 2022 2023 2024

Hilton Food Group

FTSE 250 (ex IT)

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Directors’ remuneration report

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Chief Executive Officer remuneration 10-year trend

Director 2015 2016 2017 2018

2019 2020 2021 2022 2023

2024

Total remuneration (£'000) 784 1,235 1,570 1,627 1,562 1,765 1,686 631 1,645 1,961

Annual bonus (as a percentage of the maximum) 60% 69% 80% 78% 100% 100% 68% 0% 84% 83%

Long-term incentive vesting (as a percentage of themaximum) 0% 61% 73% 88% 66% 100% 70% 0% 0% N/A

Notes:

1 Robert Watson was CEO until 30 June 2018 when Philip Heffer was appointed as CEO. Data for the 2018 year comprises the remuneration of Robert Watson from 1 January 2018 to 30 June 2018 and that of Philip Heffer from 1 July 2018

to30 December 2018.

2 Philip Heffer was CEO from 30 June 2018 until 4 July 2023 when the current CEO Steve Murrells was appointed. Data for the 2023 year comprises the remuneration of Philip Heffer from 1 January 2023 to 3 July 2023 and that of Steve

Murrells from 3 July 2023 to 31 December 2023.

Director remuneration percentage change

Executive Directors Non-Executive Directors

Company average

Steve

Murrells

Matt

Osborne

Robert

Watson

Angus

Porter

Rebecca

Shelley

Patricia

Dimond

Sarah

Perry

Appointed

1 July 2023

Appointed

24 May 2022

Appointed 1

July 2018

Appointed

1 April 2020

Appointed

1 April 2022

Appointed

4 December

2023

2024 percentage increase over 2023

Salary/fees % change 5.1% 5.0% 15.6% 5.0% 17.2% 37.9% 9.4% 3.6%

Benefits % change 36.5% 34.5% -36.5% N/A N/A N/A N/A N/A

Annual bonus % change 12.0% 5.4% 29.7% N/A N/A N/A N/A N/A

2023 percentage increase over 2022

Salary/fees % change 7.4%

N/A

18.5% 3.6% 3.6% 3.6% 3.6% N/A

Benefits % change 19.3%

N/A

38.4% N/A N/A N/A N/A N/A

Annual bonus % change 100.0% N/A 100.0% N/A N/A N/A N/A N/A

2022 percentage increase over 2021

Salary/fees % change 4.6%

N/A N/A

2.0% 2.0% 2.0% N/A N/A

Benefits % change -28.7%

N/A N/A

N/A N/A N/A N/A N/A

Annual bonus % change -100.0% N/A N/A N/A N/A N/A N/A N/A

2021 percentage increase over 2020

Salary/fees % change -1.0% N/A N/A -33.3% 7.9% 7.9% N/A N/A

Benefits % change -23.1% N/A N/A -100.0% N/A N/A N/A N/A

Annual bonus % change -43.0% N/A N/A -100.0% N/A N/A N/A N/A

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Directors’ remuneration report

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Executive Directors Non-Executive Directors

Company average

Steve

Murrells

Matt

Osborne

Robert

Watson

Angus

Porter

Rebecca

Shelley

Patricia

Dimond

Sarah

Perry

2020 percentage increase over 2019

Salary/fees % change 2.8% N/A N/A 2.0% 2.0% N/A N/A N/A

Benefits % change -1.9% N/A N/A 21.9% N/A N/A N/A N/A

Annual bonus % change 4.5% N/A N/A 2.0% N/A N/A N/A N/A

Notes:

1 The percentage changes for leavers are based on annualised numbers.

2 Robert Watson was an Executive Director in 2020 moving to a Non-Executive role from 2021 onwards.

3 Rebecca Shelley was appointed in 2020. Matt Osborne and Patricia Dimond were appointed in 2022. Steve Murrells and Sarah Perry were appointed in 2023.

4 The table above excludes Mark Allen who joined the Board during 2024.

CEO pay ratio

Year Method 25th percentile pay ratio Median – 50th percentile pay ratio 75th percentile pay ratio

2019 Option B 83 79 51

2020 Option B 87 78 48

2021 Option B 73 65 48

2022 Option B 30 25 16

2023 Option B 66 59 48

2024 Option B 78 65 53

Option B was adopted so that it could be linked with other reward-based activity collecting similar information. This information, comprising basic pay since the majority of employees do not

receive benefits or annual bonuses, as at 5 April 2024 was used as a starting point to identify those UK employees as the best equivalents of P25, P50 and P75. There was no reliance on estimates

or judgements. The information for these employees was then updated as at 31 December 2024 to represent total pay and benefits for the 2024 financial year.

CEO

£’000

25th percentile employee

£’000

50th percentile employee

£’000

75th percentile employee

£’000

Salary component 788 25 29 36

Total pay and benefits 1,961 25 30 37

The CEO’s remuneration is weighted more heavily towards variable pay than that of the wider workforce so that it is aligned with the Group performance. This will inevitably cause the pay ratios

to fluctuate over time. Pay ratios for the year increased mainly due to the appointment of a new CEO in mid-2023 on a higher salary than his predecessor.

The Committee has considered the pay data for the three employees identified and believes that it fairly reflects pay at the relevant quartiles among the UK workforce. The Committee

is satisfied that the median pay ratio for the year is consistent with the pay, reward and progression policies for the Group’s UK employees who have the same pay and reward policies

and opportunities.

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Additional information

Gender pay gap

We report information about the difference in average pay for its male and female employees as required by gender pay gap legislation. Gender pay gap metrics are submitted by the Group’s

three main UK employing entities. The headline gender pay metric is the difference in the median hourly pay received by men and women. These metrics are set out on the following page,

which generally show an improving trend and compare favourably with the UK average.

Year Hilton Foods UK Hilton Seafood UK Fairfax Meadow UK average

2024 5.0% 5.2% 3.8%

2023 8.9% 11.8% 4.0% 14.2%

2022 4.6% 4.0% 4.0% 14.4%

2021 9.8% 11.1% 0.0% 15.1%

Note:

A positive % metric favours men and a negative % metric favours women.

We recognise that the food manufacturing industry, particularly in meat and fish processing, has traditionally had lower female representation. Addressing this remains an important focus for

us, and we continue to take meaningful action to close the gender pay gap and drive long-term change. Hilton’s mean gap has remained stable. There is an increase in female representation in

the lower and upper middle bands, but women remain underrepresented in the upper quartile, where higher-paid roles are concentrated.

Over the past year, we have strengthened our focus on inclusion and developing diverse talent remains a priority. Our 2024 accelerated development programmes achieved a near-equal

gender split, with 51% female and 49% male participants, which ensures that female talent is well represented in our leadership pipeline, helping to drive greater gender balance in senior roles.

To further support career growth, we have expanded our ongoing partnership with Meat Business Women to offer unlimited memberships for all colleagues. This provides access to networking,

mentoring, and development opportunities, reinforcing our commitment to attracting, developing, and retaining diverse talent across the industry. These are just some of the steps we are

taking to create a more inclusive Hilton Foods and improve gender balance across our business. While we are proud of our progress, we know there is more to do. We will continue challenging

barriers, driving positive change, and ensuring that all our people have the support, opportunities, and environment they need to succeed.

For more information, and to view the full metrics, see the gender pay gap portal or our website www.hiltonfoods.com.

Relative importance of spend on pay

The following table sets out for the comparison total spend on pay with dividends.

Year

2024

£’m

2023

£’m % change

Staff costs (note 8 to the financial statements) 302.0 268.6 12%

Dividends payable 31.0 28.7 8%

Note:

Dividends payable comprises any interim dividends paid in respect of the year plus the final dividend proposed for the year but not yet paid.

On behalf of the Board

Rebecca Shelley

Chair of the Remuneration Committee

7 April 2025

Directors’ remuneration report

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 122Overview

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Additional information

Statement of Directors’ responsibilities

Directors’ responsibilities in

respect of the Annual Report

andfinancialstatements

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

lawand regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law, the Directors

have prepared the Group and Company

financial statements in accordance withUK-

adopted international accounting standards.

Under company law, the Directors must not

approve the financial statements unless they

are satisfied that they give a true and fair view

of the state of affairs of the Group and the

Company and the profit or loss of the Group

for that period. In preparing these financial

statements, the Directors are required to:

▶ select suitable accounting policies and

then apply them consistently;

▶ state whether applicable UK-adopted

international accounting standards have

been followed, subject to any material

departures disclosed and explained in the

financial statements;

▶ make judgements and accounting

estimates that are reasonable and

prudent;and

▶ prepare the financial statements on

the going concern basis, unless it is

inappropriate to presume that the Group

and the Company will continue in business.

They are also responsible for safeguarding

the assets of the Group and Company and

hence for taking reasonable steps for the

prevention and detection of fraud and

other irregularities.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Group’s

and the Company’s transactions, and which

disclose with reasonable accuracy at any

time the financial position of the Group and

Company and to enable them to ensure that

the financial statements and the Directors’

remuneration report comply with the

Companies Act 2006.

The Directors are responsible for the

maintenance and integrity of the Company’s

website. Legislation in the United Kingdom

governing the preparation and dissemination

of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual

Report and financial statements, taken as a

whole, is fair, balanced and understandable

and provide the information necessary for

shareholders to assess the Group’s and

Company’s position and performance,

business model and strategy.

Mark Allen OBE

Chairman

Matt Osborne

Chief Financial Officer

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Independent auditor’s report to the members of Hilton Food Group PLC

Report on the audit of the financial statements

1. Opinion

In our opinion:

▶ the financial statements Hilton Food Group Plc (the ‘parent company’) and its

subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the

parent company’s affairs as at 29 December 2024 and of the Group’s profit for the 52

week period then ended;

▶ the Group financial statements have been properly prepared in accordance with United

Kingdom adopted international accounting standards;

▶ the parent company financial statements have been properly prepared in accordance

with United Kingdom adopted international accounting standards and as applied

in accordance with the provisions of the Companies Act 2006; and

▶ the financial statements have been prepared in accordance with the requirements

of the Companies Act 2006.

We have audited the financial statements

which comprise:

▶ the consolidated income statement;

▶ the consolidated statement of

comprehensive income;

▶ the consolidated and parent company

balance sheets;

▶ the consolidated and parent company

statements of changes in equity;

▶ the consolidated and parent company

cashflow statements; and

▶ the related notes 1 to 31.

The financial reporting framework that

has been applied in their preparation is

applicable law and United Kingdom adopted

international accounting standards and,

as regards the parent company financial

statements, as applied in accordance with the

provisions of the Companies Act 2006.

2. Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities

under those standards are further described

in the auditor’s responsibilities for the audit of

the financial statements section of our report.

We are independent of the Group and the

parent company in accordance with the

ethical requirements that are relevant to our

audit of the financial statements in the UK,

including the Financial Reporting Council’s

(the ‘FRC’s’) Ethical Standard as applied to

listed public interest entities, and we have

fulfilled our other ethical responsibilities

in accordance with these requirements.

We confirm that we have not provided

any non-audit services prohibited by the

FRC’s Ethical Standard to the Group or the

parent company.

We believe that the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:

▶ Revenue recognition

▶ Carrying value of goodwill for the Dalco cash generating unit (‘CGU’)

Materiality

The materiality that we used for the Group financial statements was

£2,900,000 which was determined on the basis of 5% of profit before

tax excluding other adjusting/exceptional items.

Scoping

The scope of the Group audit includes an audit of component’s

entire financial information for the primary UK and Austrialian

trading company, together with the parent company. In addition,

audit procedures were performed over specified balances within ten

other components of the Group. These combined contribute 84% of

revenue, 82% of absolute profit before tax, and 82% of net assets.

Significant changes

in approach in

comparison with the

predecessor auditor

Based on our risk assessment, we have concluded that accounting

for the impact of the Belgium fire and carrying value of investments

(parent company) are no longer key audit matters. We have identified

revenue recognition as a key audit matter in the current year due

to the significant allocation of resource and audit effort involved,

and our identified presumed fraud risk over non-standard manual

revenue adjustments.

4. Conclusions relating

togoing concern

In auditing the financial statements, we have

concluded that the directors’ use of the going

concern basis of accounting in the preparation

of the financial statements is appropriate.

Our evaluation of the directors’ assessment of

the Group’s and parent company’s ability to

continue to adopt the going concern basis of

accounting included:

▶ Testing the arithmetic accuracy of

management’s models, including

agreement to the most recent board

approved budgets and forecasts

▶ Challenging the assumptions used in the

forecasts by:

– Reading analyst reports, industry

data and other external information

and comparing these with

management estimates;

– Comparing forecast revenue with

the Group current volumes and

historical performance;

– Evaluating potential macro-

economic impacts on the forecasts

as a consequence of the current geo-

political environment;

– Assessing the sensitivity of the

headroom to key assumptions used in

management’s forecasts;

– Considering if any additional facts or

information have become available since

the date of management’s assessment.

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Independent auditor’s report to the members of Hilton Food Group PLC

continued

5.1. Revenue Recognition

Key audit

matter description

The Group recognised revenue of £3,988m (2023: £3,989m) predominantly through the sale of goods accounted for under IFRS 15 Revenue from Contracts with Customers.

Given the disaggregated nature of the Group, the range of products, customers and markets spanning across numerous countries, understanding the revenue recognition

process and the control environment underpinned our central risk assessment and the basis for our planned audit procedures.

Due to the large number of revenue transactions recognised across multiple businesses, this is an area which requires a significant allocation of resources and effort

in the audit.

Our work on revenue was split across two main populations: ‘standard’ revenue transactions to recognise billing and shipment of goods at point of sale, and ‘non-standard’

manual revenue adjustments, which was identified as the presumed risk of fraud in revenue and relates to any other manual postings made to adjust invoiced sales.

The accounting policy for revenue is described in Note 2, and further information on the split of revenue by geography and principal customer can be found in Note 5.

How the scope of our

auditresponded to the

keyaudit matter

Our audit response to the key audit matter included:

▶ Understanding the revenue accounting cycle and relevant systems involved in processing the transactions;

▶ Obtaining an understanding of relevant controls across the Group relating to the revenue cycle;

▶ Collaborating with data and analytics specialists to build bespoke analytics for transactions recorded within specific in scope components throughout the

year. The analytics reconciled underlying transaction data and revenue recognised to external orders and cash received, identifying outliers in the revenue

population for further investigation;

▶ Testing the accuracy and completeness of the data utilised in the analytics, as well as the transactions recorded, through agreeing a sample to

supporting documentation;

▶ For the components not subject to bespoke analytics, testing a sample of revenue entries and agreeing to relevant supporting documentation to evaluate

appropriateness of revenue recognition;

▶ Testing a sample of non-standard manual journal entries to revenue in response to our significant risk, to understand the nature of the entry and its business

rationale. We evaluated whether the transaction is unusual or one-off, or could indicate a potentially fraudulent entry, and obtained supporting evidence to test

the entries posted; and

▶ Assessing the appropriateness of the related disclosures.

Key observations

From the procedures performed above, we concluded that revenue is appropriately recognised in the year.

▶ Evaluating the historical accuracy of

forecasts prepared by management

▶ Assessing the Group’s financing

arrangements, including bank covenant

compliance and management’s sensitivity

analysis on bank covenant headroom; and,

▶ Evaluating the going concern disclosures

inthe financial statements.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events or conditions

that, individually or collectively, may cast

significant doubt on the Group’s and parent

company’s ability to continue as a going

concern for a period of at least twelve months

from when the financial statements are

authorised for issue.

In relation to the reporting on how the Group

has applied the UK Corporate Governance

Code, we have nothing material to add or

draw attention to in relation to the directors’

statement in the financial statements

about whether the directors considered it

appropriate to adopt the going concern basis

of accounting.

Our responsibilities and the responsibilities

ofthe directors with respect to going concern

are described in the relevant sections of

this report.

5. Key audit matters

Key audit matters are those matters that,

inour professional judgement, were of most

significance in our audit of the financial

statements of the current period and include

the most significant assessed risks of material

misstatement (whether or not due to fraud)

that we identified. These matters included

those which had the greatest effect on:

the overall audit strategy; the allocation

ofresources in the audit; and directing the

efforts of the engagement team.

These matters were addressed in the context

of our audit of the financial statements as

awhole, and in forming our opinion thereon,

and we do not provide a separate opinion

onthese matters.

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continued

5.2. Carrying Value of Goodwill for the Dalco CGU

Key audit

matter description

The Group holds £73.0m (2023: £83.8m) of goodwill. The value of Goodwill for Dalco has been written down to £nil in the current year after recognising an

impairment for the total value of £9.8m (2023: £10.2m). Management performs an impairment review of the carrying value of the cash generating unit (‘CGU’)

on an annual basis in line with the requirements of IAS 36 Impairment of Assets (‘IAS 36’). The impairment assessment involves judgement in determining the

recoverable amount of the Dalco CGU using a discounted cash flow model to estimate value in use, and assess whether the carrying value is recoverable.

Dalco has faced performance challenges in the past two years due to a decline in the market for plant–based prepared foods. The key assumptions in the

impairment model include forecast sales volumes, profit margins, the discount rate and long term growth rate. Due to the level of sensitivity and estimation

uncertainty in the areas of key judgement, this was an area of significant audit focus in the current year and we identified it as a key audit matter.

Refer to Note 2 for the Group’s goodwill accounting policy, to the key sources of estimation uncertainty disclosed in Note 4, as well as the goodwill disclosure in

Note 14. The audit committee’s considerations over goodwill impairment have been detailed as a significant issue on page 163.

How the scope of our

auditresponded to the

keyaudit matter

Our audit response to the key audit matter included:

▶ Obtaining an understanding of the goodwill impairment assessment process, key assumptions and data inputs, and identifying and assessing the

relevant controls.

▶ With the involvement of our valuation specialist evaluating management’s discount rate and long-term growth rate through development of independent

expected ranges;

▶ Assessing the impairment model for mathematical accuracy and compliance with the requirements of IAS 36;

▶ Challenging forecasted revenue and expenditure cashflows used in the impairment model, including growth rate assumptions, with reference to historic and

external market data;

▶ Assessing margins in the model for consistency with the revenue trends and challenging any forecast improvements to margins by obtaining evidence to

support how these will be achieved, including with reference to industry and external market data;

▶ Assessing the historical accuracy of management’s forecasting and performing sensitivity analysis to assess the impact of changes in key assumptions to the

outcome of the model; and

▶ Evaluating management’s disclosures relating to the impairment of Dalco goodwill in the financial statements.

Key observations

From the work performed above we are satisfied that the value in use determined in the goodwill impairment assessment for Dalco is an appropriate

estimate of the future performance of the business. Management’s key assumptions outlined above fall within a reasonable range. As a result of this estimate

management have determined it is appropriate to recognise an impairment charge against the carrying value of the goodwill in Dalco, which we have

concluded is appropriate. We note the model remains sensitive to reasonably possible changes in the assumptions which could change the outcome of the

impairment review. We consider management’s disclosure of this estimation uncertainty in Note 14 to be appropriate.

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6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that

makes it probable that the economic decisions of a reasonably knowledgeable person would

be changed or influenced. We use materiality both in planning the scope of our audit work

and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

Group financial statements

Parent company

financial statements

Materiality £2,900,000 (2023: £2,493,000) £2,900,000 (2023: £2,539,000)

Basis for

determining

materiality

5% of profit before tax excluding

other adjusting/exceptional items

(see Note 30)

(2023: 5% of three year average profit

before tax and exceptional items)

Parent company materiality

equates to 1% of net assets

and has been capped at 100%

of Group materiality. For any

balances that are relevant for

Group reporting, we have applied

a component performance

materiality of £1,015,000.

(2023: 1% of total assets, however,

capped at £200,000 for Group

reporting)

Rationale for the

benchmarkapplied

We have considered the users of the

financial statements when selecting

the appropriate benchmark.

Earnings-based metrics tend to be

of more interest to the analyst and

investor-based communities.

A key focus of shareholders is profit

before tax excluding the impact

ofnon-recurring items.

We have used net assets in

determining materiality as it

reflects the nature of the parent

company as a holding company

and its contribution to the Group

performance.

PBT excluding

other adjusting/

exceptional

items £61.6m

Group

Component performance

materiality range

£1.0m to £1.5m

Audit Committee reporting

threshold £0.15m

PBT excluding other adjusting/exceptional items

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability

that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the

financial statements as a whole.

Group financial statements

Parent company

financialstatements

Performance materiality 70% of Group materiality

(2023: 75% of Group

materiality)

70% of parent company

materiality

(2023: 75% of capped

component materiality)

Basis and rationale for

determining performance

materiality

In determining performance materiality, we considered

our understanding of the Group and our risk assessment,

including our assessment of the Group’s overall control

environment. We also considered the value and number of

corrected and uncorrected misstatements in the prior year

identified by the previous auditor, as well as the likelihood of

these recurring in the current year.

6.3. Error reporting threshold

We agreed with the Audit Committee

that we would report to the Committee

all audit differences in excess of £145,000

(2023: £120,000) as well as differences

below that threshold that, in our view,

warranted reporting on qualitative grounds.

We also report to the Audit Committee on

disclosure matters that we identified when

assessing the overall presentation of the

financial statements.

7. An overview of the scope

ofouraudit

7.1. Identification and scoping

of components

Our Group audit was scoped by obtaining

an understanding of the Group and its

environment, including Group-wide

controls, and assessing the risks of material

misstatement at the Group level.

Based on that assessment, we focused

our Group audit scope primarily on the

audit work at 13 components based on the

relative sizes of the components. Three of

these components were subject to an audit

of the entire financial information, with

the remaining ten components subject

tospecified account balance procedures.

Our audit work on the components was

executed at levels of performance materiality

applicable to each individual entity which

were lower than Group performance

materiality and ranged from £1,015,000 to

£1,522,500. Our components subject to audit

procedures represent 84% of the Group’s

revenue, 82% of the Group’s profit before tax

and 82% of net assets.

At the Group entity level, we also tested

the consolidation process, goodwill, leases

and share based payments. Additionally,

we carried out analytical procedures to

confirm our conclusion that there were

nosignificant risks of material misstatement

of the aggregated financial information of the

remaining components not subject to further

audit procedures.

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7.2.Our consideration of the

controlenvironment

Our controls approach was principally

designed to inform our risk assessment,

to allow us to obtain an understanding of

relevant controls in order to address the

risks of material misstatement. This included

controls relating to revenue recognition,

goodwill, and the consolidation and financial

reporting processes. The Group operates

a range of IT systems which underpin the

financial reporting process. These vary by

geography. We obtained an understanding of

the general IT controls associated with those

financially relevant systems. In the current

year, we did not seek to place reliance on

controls for the purpose of our audit.

Our audit identified a number of control

deficiencies. The nature of these control

deficiencies primarily related to the

recognition of deferred taxes; management

review controls; and user access and

segregation of duties within IT systems.

Any findings or observations identified

through understanding the controls have

been reported to the Audit Committee, as

noted in the Audit Committee’s statement

in the annual report on pages 94 to 96,

together with recommendations for

improvement. Where control deficiencies

were identified during the course of the

audit, we reconsidered our risk assessment

and the nature, timing and extend of our

audit procedures.

Independent auditor’s report to the members of Hilton Food Group PLC

continued

Audit of the entire financial information

52%

Specified audit procedures

32%

Review at group level

16%

Revenue

Audit of the entire financial information

49%

Specified audit procedures

33%

Review at group level

18%

Profit before tax

Audit of the entire financial information

26%

Specified audit procedures

56%

Review at group level

18%

Net assets

7.3. Our consideration

of climate-related risks

Climate change and the transition to a low

carbon economy (‘climate change’) were

considered in our audit where they have

the potential to directly or indirectly impact

key judgements and estimates within the

financial statements. The Group continues

to develop its assessment of the potential

impacts of climate change, as explained in

the Chief Executive Officer’s review within

the strategic report on page 11. The key

judgements and estimates included in the

financial statements incorporate actions

and strategies, to the extent they have been

approved and can be reliably estimated in

accordance with the Group’s accounting

policies. Management has concluded there

to be no material impact arising from

climate change on the judgements and

estimates made in the financial statements

as noted in Note 4. With the involvement

of our ESG specialists, we assessed this

disclosure by performing inquiries with

management and independent industry

research, and we did not identify any climate

related material risks of misstatement.

We also considered whether information

included in the climate related disclosures in

the Annual Report were materially consistent

with our understanding of the business and

the financial statements.

7.4.Working with other auditors

The Group audit was conducted by the UK

Group audit team supported by component

teams in Australia, Holland, Poland, and

Sweden. The component auditors performed

their work under the direction and

supervision of the Group audit team.

The planned programme which we designed

as part of our involvement in the component

auditors’ work was delivered over the

course of the group audit. The extent of our

involvement which commenced from the

planning phase included:

▶ Setting the scope of the component

auditors’ work and assessment of the

component auditors’ independence;

▶ Designing the audit procedures for all

higher and significant risks areas to be

addressed by the component auditors and

issuing Group audit instructions detailing

the nature and form of the reporting

required by the Group engagement team;

▶ Holding frequent calls and meetings

(including in person meetings) with

the component audit teams led by

the Group engagement partner.

Providing direction on enquiries made by

the component auditors through online

and telephone conversations;

▶ Reviewing of each component auditor’s

engagement file by a senior member of

the Group audit team.

▶ Attending local component audit close

meetings virtually or in-person;

▶ Partner led visits to Australia, Holland

and Poland.

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continued

8. Other information

The other information comprises the

information included in the annual report,

other than the financial statements and

our auditor’s report thereon. The directors

are responsible for the other information

contained within the annual report.

Our opinion on the financial statements does

not cover the other information and, except

to the extent otherwise explicitly stated in

our report, we do not express any form of

assurance conclusion thereon.

Our responsibility is to read the other

information and, in doing so, consider

whether the other information is materially

inconsistent with the financial statements

or our knowledge obtained in the course

of the audit, or otherwise appears to be

materially misstated.

If we identify such material inconsistencies

or apparent material misstatements, we

are required to determine whether this

gives rise to a material misstatement in the

financial statements themselves. If, based on

the work we have performed, we conclude

that there is a material misstatement of this

other information, we are required to report

that fact.

We have nothing to report in respect

ofthese matters.

9. Responsibilities of directors

As explained more fully in the directors’

responsibilities statement, the directors

are responsible for the preparation of the

financial statements and for being satisfied

that they give a true and fair view, and

for such internal control as the directors

determine is necessary to enable the

preparation of financial statements that are

free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, the

directors are responsible for assessing the

Group’s and the parent company’s ability

to continue as a going concern, disclosing

as applicable, matters related to going

concern and using the going concern basis of

accounting unless the directors either intend

to liquidate the Group or the parent company

or to cease operations, or have no realistic

alternative but to do so.

10. Auditor’s responsibilities for the

audit of the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from material

misstatement, whether due to fraud or

error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance

is a high level of assurance, but is not a

guarantee that an audit conducted in

accordance with ISAs (UK) will always detect

a material misstatement when it exists.

Misstatements can arise from fraud or error

and are considered material if, individually

or in the aggregate, they could reasonably

be expected to influence the economic

decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities

for the audit of the financial statements

is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our

auditor’s report.

11. Extent to which the audit was

considered capable of detecting

irregularities, including fraud

Irregularities, including fraud, are instances

of non-compliance with laws and regulations.

We design procedures in line with our

responsibilities, outlined above, to detect

material misstatements in respect of

irregularities, including fraud. The extent

to which our procedures are capable of

detecting irregularities, including fraud is

detailed below.

11.1. Identifying and assessing potential

risksrelated to irregularities

In identifying and assessing risks of material

misstatement in respect of irregularities,

including fraud and non-compliance

with laws and regulations, we considered

the following:

▶ the nature of the industry and sector,

control environment and business

performance including the design of the

Group’s remuneration policies, key drivers

for directors’ remuneration, bonus levels

and performance targets;

▶ The Group’s own assessment of the risks

that irregularities may occur either as a

result of fraud or error that was approved

by the board on 1 April 2025;

▶ results of our enquiries of management,

internal audit, the directors and the audit

committee about their own identification

and assessment of the risks of irregularities,

including those that are specific to the

Group’s sector;

▶ any matters we identified having obtained

and reviewed the Group’s documentation

of their policies and procedures relating to:

– identifying, evaluating and complying

with laws and regulations and whether

they were aware of any instances of non-

compliance;

– detecting and responding to the risks of

fraud and whether they have knowledge

of any actual, suspected or alleged fraud;

– the internal controls established to

mitigate risks of fraud or non-compliance

with laws and regulations;

▶ the matters discussed among the audit

engagement team including component

audit teams and relevant internal

specialists, including tax, valuations,

financial instruments and IT specialists

regarding how and where fraud might

occur in the financial statements and any

potential indicators of fraud.

As a result of these procedures, we

considered the opportunities and incentives

that may exist within the organisation for

fraud and identified the greatest potential

for fraud in the following area: revenue

recognition relating to ‘non-standard’ manual

revenue adjustments. In common with all

audits under ISAs (UK), we are also required

to perform specific procedures to respond

tothe risk of management override.

We also obtained an understanding of the

legal and regulatory framework that the

Group operates in, focusing on provisions

of those laws and regulations that had a

direct effect on the determination of material

amounts and disclosures in the financial

statements. The key laws and regulations

we considered in this context included the

UK Companies Act, UK Listing Rules, and

tax legislation.

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In addition, we considered provisions of other

laws and regulations that do not have a

direct effect on the financial statements but

compliance with which may be fundamental

to the Group’s ability to operate or to avoid a

material penalty.

11.2. Audit response to risks identified

As a result of performing the above, we

identified revenue recognition as a key

audit matter related to the potential risk of

fraud. The key audit matters section of our

report explains the matter in more detail

and also describes the specific procedures

we performed in response to that key

audit matter.

In addition to the above, our procedures

to respond to risks identified included

the following:

▶ reviewing the financial statement

disclosures and testing to supporting

documentation to assess compliance with

provisions of relevant laws and regulations

described as having a direct effect on the

financial statements;

▶ enquiring of management, the audit

committee and legal counsel concerning

actual and potential litigation and claims;

▶ performing analytical procedures to

identify any unusual or unexpected

relationships that may indicate risks of

material misstatement due to fraud;

▶ reading minutes of meetings of those

charged with governance, reviewing

internal audit reports and reviewing

correspondence with HMRC;

▶ in addressing the risk of fraud through

management override of controls, testing

the appropriateness of journal entries and

other adjustments; assessing whether the

judgements made in making accounting

estimates are indicative of a potential bias;

and evaluating the business rationale

of any significant transactions that are

unusual or outside the normal course

of business.

We also communicated relevant identified

laws and regulations and potential fraud risks

to all engagement team members including

internal specialists and component audit

teams, and remained alert to any indications

of fraud or non-compliance with laws and

regulations throughout the audit.

Report on other legal and

regulatory requirements

12. Opinions on other matters

prescribed by the Companies

Act2006

In our opinion the part of the directors’

remuneration report to be audited has

been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work

undertaken in the course of the audit:

▶ the information given in the strategic

report and the directors’ report for the

financial year for which the financial

statements are prepared is consistent

with the financial statements; and

▶ the strategic report and the

directors’ report have been prepared

in accordance with applicable

legal requirements.

In the light of the knowledge and

understanding of the Group and the

parent company and their environment

obtained in the course of the audit,

we have not identified any material

misstatements in the strategic report or

the directors’ report.

13. Corporate Governance

Statement

The Listing Rules require us to review the

directors’ statement in relation to going

concern, longer-term viability and that part

of the Corporate Governance Statement

relating to the Group’s compliance with the

provisions of the UK Corporate Governance

Code specified for our review.

Based on the work undertaken as part

of our audit, we have concluded that

each of the following elements of the

Corporate Governance Statement is

materially consistent with the financial

statements and our knowledge obtained

during the audit:

▶ the directors’ statement with regards

to the appropriateness of adopting the

going concern basis of accounting and

any material uncertainties identified

set out on page 23;

▶ the directors’ explanation as to its

assessment of the Group’s prospects,

the period this assessment covers and

why the period is appropriate set out

on page 23;

▶ the directors’ statement on fair,

balanced and understandable set out

on page 123;

▶ the board’s confirmation that it has

carried out a robust assessment of the

emerging and principal risks set out on

page 25;

▶ the section of the annual report that

describes the review of effectiveness of

risk management and internal control

systems set out on page 95; and

▶ the section describing the work of the

audit committee set out on page 94.

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Independent auditor’s report to the members of Hilton Food Group PLC

continued

14. Matters on which we are

required to report by exception

14.1. Adequacy of explanations received

andaccounting records

Under the Companies Act 2006 we are

required to report to you if, in our opinion:

▶ we have not received all the information

and explanations we require for our audit;

▶ adequate accounting records have not

been kept by the parent company, or

returns adequate for our audit have not

been received from branches not visited

byus; or

▶ the parent company financial statements

are not in agreement with the accounting

records and returns.

We have nothing to report in respect

ofthese matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also

required to report if in our opinion certain

disclosures of directors’ remuneration have

not been made or the part of the directors’

remuneration report to be audited is not

in agreement with the accounting records

and returns.

We have nothing to report in respect

ofthese matters.

15. Other matters which we are

required to address

15.1. Auditor tenure

Following the recommendation of the

Audit Committee, we were appointed by

the board on 20 May 2024 to audit the

financial statements for the year ending

29 December 2024 and subsequent financial

periods. The period of total uninterrupted

engagement including previous renewals

and reappointments of the firm is 1 year,

covering the year ending 29 December

2024 only.

15.2. Consistency of the audit report with the

additional report to the audit committee

Our audit opinion is consistent with the

additional report to the audit committee we

are required to provide in accordance with

ISAs (UK).

16. Use of our report

This report is made solely to the company’s

members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken

so that we might state to the company’s

members those matters we are required

to state to them in an auditor’s report and

for no other purpose. To the fullest extent

permitted by law, we do not accept or

assume responsibility to anyone other than

the company and the company’s members

as a body, for our audit work, for this report,

orfor the opinions we have formed.

As required by the Financial Conduct

Authority (FCA) Disclosure Guidance and

Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,

these financial statements will form part

of the Electronic Format Annual Financial

Report filed on the National Storage

Mechanism of the FCA in accordance with

DTR 4.1.15R – DTR 4.1.18R. This auditor’s report

provides no assurance over whether the

Electronic Format Annual Financial Report

has been prepared in compliance with DTR

4.1.15R – DTR 4.1.18R.

Lee Welham (Senior statutory auditor)

For and on behalf of Deloitte LLP

Cambridge, United Kingdom

7 April 2025

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Financial statements

Consolidated income statement 133

Consolidated statement of

comprehensive income

134

Consolidated and Company balance sheet 135

Consolidated and Company statement

of changes in equity

137

Consolidated and Company cash

flow statement

139

Notes to the financial statements 140

Glossary 186

We’re taking innovation

to reality on our factory

floors, using automation

to create some of the most

technologically advanced food

production sites in the world.

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Consolidated income statement

for the 52 weeks ended 29 December 2024

		2024	2023
		52 weeks	52 weeks
	Note	£’m	£’m
Continuing operations
Revenue	5	3,988 .3	3,989.5
Cost of sales	7	(3,531.4)	(3,559.2)
Gross profit		456.9	430. 3
Distribution costs	7	(48.3)	(47. 7)
Administrative expenses	7	(310.2)	(297 .1)
Share of profit in joint ventures and associates	16	0.4	0.6
Operating profit		98.8	86.1
Finance Income	9	1.8	0.6
Finance costs	9	(39.6)	(38 .1)
Finance costs – net		(37 .8)	(37 .5)
Profit before income tax		61.0	48.6
Income tax expense	10	(19.4)	(10.6)
Profit for the period		41.6	38 .0
Attributable to:
Owners of the parent		39. 3	36 .4
Non–controlling interests		2.3	1.6
		 41. 6	38.0
Earnings per share attributable to owners of the parent during the period
Basic (pence)	11	4 3.7	40.6
Diluted (pence)	11	43.3	40. 2



The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

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Consolidated statement of comprehensive income

for the 52 weeks ended 29 December 2024

	2024	2023
	52 weeks	52 weeks
	£’m	£’m
Profit for the period	41.6	38.0
Other comprehensive (expense)/income
Items that may be subsequently reclassified to the income statement
Exchange differences on translation of foreign operations	(9.4)	(0.7)
(Loss)/gain on cash flow hedges during the period	(6.2)	6 .7
Less: Cumulative loss/(gain) arising on hedging instruments reclassified to profit or loss	1.4	–
	(4 .8)	6.7
Other comprehensive (expense)/income for the period net of tax	(14. 2)	6.0
Total comprehensive income for the period	2 7. 4	44 .0
Total comprehensive income attributable to:
Owners of the parent	25.4	42 .4
Non–controlling interests	2.0	1.6
	 2 7. 4	44 .0



The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

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Consolidated and Company balance sheet

as at 29 December 2024

		Group			Company
					2023	2 January 2023
		2024	2023	2024	Restated*	Restated*
	Note	£’m	£’m	£’m	£’m	£’m
Assets
Non-current assets
Property, plant and equipment	13	329.7	324 . 1	–	–	–
Intangible assets	14	141.0	156.1	–	–	–
Lease: right of use assets	15	172.8	194 .1	–	–	–
Investments	16	12 .1	7. 9	256.7	254.7	252.9
Deferred income tax assets	22	1 7. 0	19.1	–	–	–
		672 .6	701. 3	256.7	254.7	252.9
Current assets
Inventories	17	1 9 7. 7	179.8	–	–	–
Trade and other receivables	18	253.7	2 7 7. 8	8.7	5.7	5.7
Current tax assets		0.4	–	–	–	–
Derivative financial assets	30	0.1	3.6	–	–	–
Cash and cash equivalents	19	111.9	12 6.7	–	0.4	0.4
		563.8	587 .9	8.7	6.1	6.1
Total assets		1,236.4	1,289.2	265.4	260.8	259.0

The balance sheet continues to the next page.

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Consolidated and Company balance sheet continued

as at 29 December 2024

		Group			Company
					2023	2 January 2023
		2024	2023	2024	Restated*	Restated*
	Note	£’m	£’m	£’m	£’m	£’m
Equity
Equity attributable to owners of the parent
Ordinary shares	23	9.0	9.0	9.0	9.0	9.0
Share premium		144.9	144 .9	144.9	144.9	144.9
Employee share schemes reserve		9.0	6.8	8.9	6.9	5.1
Foreign currency translation reserve		(12.1)	(3.0)	–	–	–
Cashflow hedging reserve		2.6	7.4	–	–	–
Other reserves		(30.8)	(30.8)	71.0	71.0	71.0
Retained earnings		184.0	176 .0	31.6	29.0	29.0
		306.6	310.3	265.4	260.8	259.0
Non-controlling interests		10.2	11.2	–	–	–
Total equity		316.8	321.5	265.4	260.8	259.0
Liabilities
Non-current liabilities
Borrowings	20	213.8	2 3 7. 8	–	–	–
Lease liabilities	15	189. 1	211.6	–	–	–
Deferred income tax liabilities	22	9.6	14 .7	–	–	–
		412.5	464.1	–	–	–
Current liabilities
Borrowings	20	29.5	2 8.6	–	–	–
Lease liabilities	15	16.9	15.3	–	–	–
Trade and other payables	21	451.8	458.8	–	–	–
Derivative financial liabilities	30	3.1	0.2	–	–	–
Current tax liabilities		5.8	0.7	–	–	–
		5 0 7. 1	503.6	–	–	–
Total liabilities		9 19.6	9 67. 7	–	–	–
Total equity and liabilities		1,236.4	1,289.2	265.4	260.8	259.0

* The comparative information has been restated as a result of prior year shared based payments discussed in note 2.

The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

The financial statements on pages 133 to 186 were approved by the Board on 7 April 2025 and were signed on its behalf by:

Steve Murrells CBE Matt Osborne

Director Director

Hilton Food Group plc – Registered number: 06165540

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Consolidated and Company statement of changes in equity

for the 52 weeks ended 29 December 2024

						Attributable to owners of the parent
				Employee	Foreign
				share	currency	Cash				Non-
		Share	Share	schemes	translation	flow hedge	Other	Retained		controlling	Total
		capital	premium	reserve	reserve	reserve	reserves	earnings	Total	interests	equity
Group	Note	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Balance at 1 January 2023		9.0	144.9	5.0	(2.4)	0. 8	(30.8)	167 .9	294.4	11.0	305.4
Profit for the period		–	–	–	–	–	–	3 6.4	3 6.4	1.6	3 8.0
Other comprehensive (expense)/income
Currency translation differences		–	–	–	(0.6)	–	–	–	(0.6)	(0 .1)	(0.7)
Gain on cash flow hedging		–	–	–	–	6.6	–	–	6.6	0.1	6 .7
Total comprehensive income for the period		–	–	–	(0.6)	6.6	–	36 .4	42.4	1.6	44.0
Transactions with non-controlling interests		–	–	–	–	–	–	–	–	0.1	0.1
Employee share schemes – value of employee services	8	–	–	1. 8	–	–	–	–	1.8	–	1. 8
Dividends paid	12	–	–	–	–	–	–	(28 .3)	(28.3)	(1.5)	(29.8)
Total transactions with owners		–	–	1.8	–	–	–	(28.3)	(26.5)	(1.4)	(27 .9)
Balance at 31 December 2023		9.0	144.9	6.8	(3.0)	7. 4	(30.8)	1 76 .0	310.3	11.2	321.5
Profit for the period		–	–	–	–	–	–	39. 3	3 9.3	2.3	41 .6
Other comprehensive (expense)/income
Currency translation differences		–	–	–	(9.1)	–	–	–	(9.1)	(0.3)	(9.4)
(Loss) on cash flow hedging		–	–	–	–	(7 .8)	–	–	(7.8)	–	(7 .8)
Loss arising on hedging instruments reclassified to profit or loss		–	–	–	–	1.4	–	–	1.4	–	1.4
Tax on cash flow hedge reserves		–	–	–	–	1.6	–	–	1 .6	–	1 .6
Total comprehensive income for the period		–	–	–	(9.1)	(4 . 8)	–	3 9.3	25.4	2 .0	2 7. 4
Transactions with non-controlling interests		–	–	–	–	–	–	(2.1)	(2.1)	(0.1)	(2. 2)
Employee share schemes – value of employee services	8	–	–	2.0	–	–	–	–	2 .0	–	2.0
Tax on employee share schemes		–	–	0.2	–	–	–	–	0. 2	–	0. 2
Dividends paid	12	–	–	–	–	–	–	(29.2)	(29.2)	(2.9)	(32.1)
Total transactions with owners		–	–	2.2	–	–	–	(31.3)	(29.1)	(3.0)	(32 .1)
Balance at 29 December 2024		9.0	144.9	9.0	(12.1)	2.6	(30.8)	184 .0	306.6	10. 2	316.8

The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

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Consolidated and Company statement of changes in equity continued

for the 52 weeks ended 29 December 2024

Attributable to owners of the parent

Company Note

capital

£’m

premium

£’m

Employee

schemes

reserve

£’m

Foreign

currency

translation

reserve

£’m

Cash

flow hedge

reserve

£’m

Other

reserves

£’m

Retained

earnings

£’m

Total

£’m

Non-

controlling

interests

£’m

Total

equity

£’m

Balance at 1 January 2023 9.0 144.9 – – – 71.0 29.0 253.9 – 253.9

Adjustment in respect of employee share schemes 2 – – 5.1 – – – – 5.1 – 5.1

Balance at 1 January 2023 – Restated 9.0 144.9 5.1 – – 71.0 29.0 259.0 – 259.0

Profit for the period – – – – – – 28.3 28.3 – 28.3

Total comprehensive income for the year – – – – – – 28.3 28.3 – 28.3

Adjustment in respect of employee share schemes 2 – – 1.8 – – – – 1.8 – 1.8

Dividends paid 12 – – – – – – (28.3) (28.3) – (28.3)

Total transactions with owners – – 1.8 – – – (28.3) (26.5) – (26.5)

Balance at 31 December 2023 – Restated 9.0 144.9 6.9 – – 71.0 29.0 260.8 – 260.8

Profit for the period – – – – – – 31.8 31.8 – 31.8

Total comprehensive income for the period – – – – – – 31.8 31.8 – 31.8

Employee share schemes – value of employee services – – 2.0 – – – – 2.0 – 2.0

Dividends paid 12 – – – – – – (29.2) (29.2) – (29.2)

Total transactions with owners – – 2.0 – – – (29.2) (27.2) – (27.2)

Balance at 29 December 2024 9.0 144.9 8.9 – – 71.0 31.6 265.4 – 265.4

The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

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Consolidated and Company cash flow statement

for the 52 weeks ended 29 December 2024

		Group		Company
		2024	2023	2024	2023
		52 weeks	52 weeks	52 weeks	52 weeks
	Note	£’m	£’m	£’m	£’m
Cash flows from operating activities
Cash generated from operations	25	183.8	216.1	–	–
Interest paid		(39.6)	(38.1)	–	–
Income tax paid		(19.7)	(11.1)	–	–
Net cash generated from operating activities		12 4.5	166.9	–	–
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired		–	(0.4)	–	–
Acquisition of investments		(4 .4)	(1.7)	–	–
Issue of inter-company loan		–	–	–	0.2
Repayment of inter-company loan		–	–	(3.0)	–
Purchases of property, plant and equipment		(68.0)	(55.4)	–	–
Proceeds from sale of property, plant and equipment		1.1	0. 9	–	–
Purchases of intangible assets		(6.6)	(4 . 2)	–	–
Interest received		1.8	0.6	–	–
Dividends received		–	–	31.8	28.3
Dividends received from joint venture		0.6	0.5	–	–
Insurance proceeds for property, plant, and equipment		13.2	4.9	–	–
Net cash (used in)/generated from investing activities		(62.3)	(54. 8)	28.8	28.5
Cash flows from financing activities
Proceeds from borrowings	26	10. 4	11.4	–	–
Repayments of borrowings		(31.4)	(38.3)	–	–
Payment on lease liability		(17.3)	(14.6)	–	–
Transaction with non-controlling interests		(2.2)	–	–
Dividends paid to owners of the parent	12	(29.2)	(28.3)	(29.2)	(28.3)
Dividends paid to non-controlling interests		(2.9)	(1.5)	–	–
Net cash (used in) financing activities		(72.6)	(71.3)	(29.2)	(28.3)
Net (decrease)/increase in cash and cash equivalents		(10.4)	40. 8	(0.4)	0.2
Cash and cash equivalents at beginning of the period	19	126 .7	8 7. 2	0.4	0.2
Exchange losses on cash and cash equivalents	26	(4 .4)	(1.3)	–	–
Cash and cash equivalents at end of the period	19	111.9	12 6.7	–	0.4

The notes on pages 140 to 185 are an integral part of these consolidated financial statements.

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Notes to the financial statements

1 General information

Hilton Food Group plc (‘the Company’) and its subsidiaries (together ‘the Group’) is a leading specialist international food packing business supplying major international food retailers

in 14 European countries, Australia and New Zealand. The Company’s subsidiaries are listed in note 16.

The Company is a public company limited by shares incorporated and domiciled in the UK and registered in England. The address of the registered office is 2–8 The Interchange, Latham Road,

Huntingdon, Cambridgeshire PE29 6YE. The registered number of the Company is 06165540.

The Company maintains a Premium Listing on the London Stock Exchange.

The financial period represents the 52 weeks to 29 December 2024 (prior financial period 52 weeks to 31 December 2023).

These consolidated financial statements were approved for issue on 7 April 2025.

The Company has taken advantage of the exemption in Section 408 Companies Act 2006 not to publish its individual income statement, statement of comprehensive income and related notes.

Profit for the period in the income statement of Hilton Food Group plc amounted to £31.8m (2023: £28.3m).

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all of the periods

presented, unless otherwise stated.

Basis of preparation

The consolidated and company financial statements of Hilton Food Group plc have been prepared under the historical cost convention except for certain financial assets and liabilities measured

at fair value and in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and UK-adopted International Accounting Standards.

The consolidated and Company financial statements have been prepared on the going concern basis. The reasons why the Directors consider this basis to be appropriate are set out in the

Performance and financial review on page 20 to 21.

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

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process

of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated

financial statements are disclosed in note 4.

Basis of consolidation

These consolidated financial statements comprise the financial statements of Hilton Food Group plc (‘the Company’), its subsidiaries and its share of profit in joint ventures, together,

(‘the Group’) drawn up to 29 December 2024. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. For those

subsidiaries that normally use a calendar reporting date, the differences in numbers have been considered immaterial to the results and, as it was impracticable to adjust the reporting date,

the additional financial information as of 29 December 2024 was not separately prepared.

(i) Subsidiaries

Subsidiaries are all entities over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with

the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the

Company. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated, unless the transaction provides

evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement

of changes in equity and balance sheet respectively.

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Notes to the financial statements

continued

2 Summary of significant accounting policies continued

(ii) Joint ventures

Joint ventures are all entities over which the Group exercises joint control and has an interest in the net assets of that entity. Interests in joint ventures are accounted for using the equity

method, after initially being recognised at cost in the consolidated balance sheet.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the

investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from joint

ventures are recognised as a reduction in the carrying amount of the investment.

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also

eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure

consistency with the policies adopted by the Group.

Restatement of prior year share-based payments

During the period, a review of the Company accounting for share-based payments identified that, at the HFG plc entity level, the entries for share-based payments provided by the Group to

employees of subsidiary businesses had not been appropriately reflected. Previously, share-based payment costs were recognised only at the consolidated level and not at the HFG plc level.

Specifically, these costs were not recorded as investments with a corresponding credit to a share-based payment reserve, as required under IFRS 2.

As a result of this review, the following adjustments have been made to the plc-only financial statements:

Prior year adjustment: The Company balance sheet has recorded a prior year adjustment. This adjustment involves the recognition of an investment in Hilton Foods Limited of £6.8m, with

a corresponding credit made to the share-based payment reserve.

In-year adjustment (2024): In addition, during 2024, an in-year investment of £2.0m (2023: £1.8m) has been recognised in respect of the fair value of share-based payments provided

to employees.

These adjustments ensure that the financial statements of the Company accounts accurately reflect the economic substance of share-based payments and are accounting the results

correctly under IFRS. There were no other changes in the accounting treatment of share-based payments during the period.

The following table summarises the impact of the prior period adjustment on the financial statements:

	2024	2023	2 January 2023
Company	£’m	£’m	£’m
Statement of financial position (extract)
Investments	8.9	6.9	5.1
Increase in net assets	8.9	6.9	5.1

The Balance sheet and Statements of change in equity for the Company only has been adjusted to reflect the changes.

International Financial Reporting Standards

(a) New standards, amendments and interpretations effective in 2024

The Group has applied the following amendments for the first time for their annual reporting period commencing 1 January 2024:

▶ Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures titled Supplier Finance Arrangements;

▶ Amendments to IAS 1 Classification of Liabilities as Current or Non-current;

▶ Amendments to IAS 1 Presentation of Financial Statements – Non-current Liabilities with Covenants; and

▶ Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback.

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

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Notes to the financial statements

continued

2 Summary of significant accounting policies continued

(b) New standard, amendments and interpretations issued but not yet effective

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the reporting period ended 29 December 2024

and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting

periods or on foreseeable future transactions.

Group leasing activities and accounting treatment

The Group’s leases relate to property leases for a number of food processing facilities, leases of plant and equipment and leases of motor vehicles. Lease terms are negotiated on an

individual basis.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the

repayment of the lease liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance

of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The depreciation is being charged to

administration and cost of sales expenses in the Group’s income statement.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

▶ fixed payments (including in-substance fixed payments), less any lease incentives receivable;

▶ variable lease payments that are based on an index or a rate;

▶ the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and,

▶ payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee

would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right-of-use assets are measured at cost comprising the following:

▶ the amount of the initial measurement of lease liability;

▶ any lease payments made at or before the commencement date less any lease incentives received; and

▶ any initial direct costs.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term

of 12 months or less. Low-value assets comprise IT equipment and small items of office equipment.

Extension and termination options

Extension and termination options are included in a number of property leases across the Group. The majority of extension and termination options held are exercisable only by the Group

and not by the respective lessor.

Revenue recognition

The Group sources raw material food proteins often in conjunction with its customers. The raw materials are then processed, packed and delivered to customers. Revenue is recognised at

a point in time when control of the products has transferred, that is when the products have been delivered to the customer’s specified location or have been collected by the customer from

the Group’s facilities. At that point, the customers have obtained all the benefits of the products and have full discretion over the channel and price to sell the products, and the Group has no

unfulfilled obligation that could affect the customers’ acceptance of the products. Delivery occurs when the products have been shipped to the specific location or have been collected by the

customer, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance

provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

The products are sold with discounts and rebates, which are based on contractual arrangements. Revenue from these sales is recognised based on the price specified in the contract, net of the

estimated discounts and rebate. Accumulated experience is used to estimate and provide for the discounts and rebates, using the expected value method, and revenue is only recognised to the

extent that it is highly probable that a significant reversal will not occur. A receivable/payable is recognised for expected rebates and discounts are deducted from the amount receivable from

the customer.

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Notes to the financial statements

continued

2 Summary of significant accounting policies continued

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible

for allocating resources and assessing performance of operating segments, has been identified as the Group’s Executive Directors.

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates

(‘the functional currency’). The consolidated financial statements are presented in Sterling, which is the Company’s functional and the Group’s presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting

from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the

income statement.

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

▶ assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

▶ income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates

prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

▶ all resulting currency translation differences are recognised in other comprehensive income and disclosed as a separate component of equity in a foreign currency translation reserve.

The profit and loss of designated cash flow hedges goes through OCI and cash flow hedging reserve.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Business combinations

Business combinations are accounted for using the acquisition method.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred to the former owners of the acquired

businesses, the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing

equity interest in the subsidiary at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over

the (b) fair value of the identifiable net assets acquired is recorded as goodwill.

If control of a subsidiary is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition

date. Any gains or losses arising from such remeasurement are recognised in profit or loss. Transactions with non-controlling interests that result in changes to the ownership interest of

a subsidiary do not result in a fair value re-measurement but are instead accounting for as adjustments to equity attributed to the owners of the parent.

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Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Historical cost includes expenditure that is directly attributable to the

acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits

associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance

are charged to the income statement during the financial period in which they are incurred.

Depreciation is calculated using the straight-line method to allocate the cost of property, plant and equipment to their residual values over their estimated useful economic lives, as follows:

	Annual rate
Buildings (including leasehold improvements)	4–14%
Plant and machinery	12.5–33%
Fixtures and fittings	14–33%
Motor vehicles	25%

Land is not depreciated. Assets in the course of construction are not depreciated until commissioned.

The residual value and useful economic lives of property, plant and equipment are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying value is written down

to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. These impairment losses are recognised in the income statement. Following the

recognition of an impairment loss, the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual

value, over the remaining useful economic life.

Intangible assets

(a) Goodwill

Goodwill on acquisitions of subsidiaries and purchase of non-controlling interests is included in ‘intangible assets’, tested annually for impairment and carried at cost less accumulated

impairment losses. All business units acquired in the period are also tested for goodwill. Goodwill represents the excess of the cost of the acquisition or purchase over the fair value of the Group’s

share of the net identifiable assets of the acquired subsidiary or non-controlling interest at the date of acquisition (See note 14).

(b) Other intangibles

Other intangibles include acquired software licences, customer relationships and brands, and are stated at cost or acquisition fair value less accumulated amortisation. Software licenses

are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Amortisation is charged on a straight-line basis over the assets’ useful economic lives

of 3 to 22 years.

Investments

Investments in subsidiary undertakings and joint ventures are carried at cost less provision for impairment.

Impairment of non-financial assets

Assets that have an indefinite useful economic life, for example goodwill, are not subject to amortisation and are tested annually for impairment.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment

loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell, and value

in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units). Non-financial assets other

than goodwill that have suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

Notes to the financial statements

continued

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Financial assets

(a) Classification

The Group classifies its financial assets at amortised cost only if both of the following criteria are met:

▶ the asset is held within a business model whose objective is to collect the contractual cash flows; and

▶ the contractual terms give rise to cash flows that are solely payments of principal and interest.

These items are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater

than 12 months after the end of the reporting period. These are classified as non-current assets. Such assets include, ‘trade and other receivables’, and ‘cash and cash equivalents’ in the

balance sheet.

(b) Recognition and measurement

Purchases and sales of financial assets are recognised on trade date being the date on which the Group commits to purchase or sell the asset. Trade receivables that do not contain a significant

financing component are initially recognised at their transaction price. All other financial assets, including cash and cash equivalents, are initially recognised at fair value in accordance with

IFRS 9. These assets are held with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset

are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical

ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables.

Once the expected credit loss has been determined, this is deducted from the carrying value of the asset and recognised in the consolidated income statement.

Derivative financial instruments and hedging activities

The Group’s policy is only to use forward currency exchange rate contracts for the purpose of mitigating currency risk occurring in the normal course of business. At no time will the Group take

positions in derivative instruments for the purpose of earning a stand-alone profit from such instruments.

A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The method of recognising the resulting

gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates each hedge as either: (a) fair value

hedge; or (b) cash flow hedge.

Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in profit or loss when the changes arise.

The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategies

for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated as hedging

instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items.

The carrying amount of a derivative designated as a hedge is presented as a non-current asset or liability if the remaining expected life of the hedged item is more than 12 months,

and as a current asset or liability if the remaining expected life of the hedged item is less than 12 months. The fair value of a trading derivative is presented as a current asset or liability.

(a) Fair value hedge

The Group has entered into currency forwards that are fair value hedges for currency risk arising from its firm commitments for purchases and sales denominated in foreign currencies (‘hedged

item’). The fair value changes on the hedged item resulting from currency risk are recognised in profit or loss. The fair value changes on the effective portion of currency forwards designated as

fair value hedges are recognised in profit or loss within the same line item as the fair value changes from the hedged item. The fair value changes on the ineffective portion of currency forwards

are recognised separately in profit or loss. There are no fair value hedges in place in the current and prior year.

Notes to the financial statements

continued

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(b) Cash flow hedge

(i) Currency forwards

The Group has entered into currency forwards that qualify as cash flow hedges against highly probable forecasted transactions in foreign currencies. The fair value changes on the effective

portion of the currency forwards designated as cash flow hedges are recognised in the hedging reserve and transferred to the profit or loss when the hedged forecast transactions

are recognised.

The fair value changes on the ineffective portion are recognised immediately in profit or loss. When a forecasted transaction is no longer expected to occur, the gains and losses that were

previously recognised in the hedging reserve are reclassified to profit or loss immediately.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is either determined on the first-in, first-out basis, weighted average cost or by the ‘retail method’ depending on the

subsidiary. The ‘retail method’ computes cost on the basis of selling price less the appropriate trading margin. Cost comprises material costs, direct wages and other direct production costs

together with a proportion of production overheads relevant to the stage of completion of work in progress and finished goods and excludes borrowing costs. Net realisable value represents

the estimated selling price less costs to completion and appropriate selling and distribution costs. Provision is made, where necessary, for slow moving, obsolete and defective inventories.

Trade and other receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less they are classified as

current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair

value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance. Details about the Group’s impairment policies and the calculation of the loss

allowance are provided in note 18.

The Group applies the IFRS 9 simplified approach to measuring expected credit loss which uses a lifetime expected loss allowance for all trade receivables and contract assets.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and short term deposits with an original maturity of three months or less. Bank overdrafts are shown on the balance sheet within

borrowings in current liabilities.

Share capital and reserves

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

The share premium and employee share schemes reserve represents the premium on new shares issued in connection with, and the fair value of, share options outstanding under the Group’s

share schemes respectively.

The foreign currency translation reserve represents the cumulative currency differences arising on the translation of the Group’s overseas subsidiaries.

The merger and reverse acquisition reserves arose during 2007 following the restructuring of the Group.

Trade and other payables

Trade payables represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities

if payment is due within one year. If not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Notes to the financial statements

continued

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Borrowings

All borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds

(net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case,

the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment

for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Group has a right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs directly attributable to an acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. All other borrowing costs are recognised

in the income statement in the period in which they are incurred.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge represents the expected tax payable or recoverable on the taxable profit for the period using tax laws enacted or substantively enacted at the balance sheet date.

Deferred income tax is recognised, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated

financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at

the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted

by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group

and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets

and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on

a net basis.

Employment benefits

(a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period

in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid

when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Notes to the financial statements

continued

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2 Summary of significant accounting policies continued

(b) Pensions and other post-employment benefits

The Group operates defined contribution schemes for certain employees in the UK, Ireland, the Netherlands, Belgium, Denmark, Australia and New Zealand. The Group contributes to a state

administered money purchase scheme in Poland. The Group pays contributions to publicly or privately administered pension insurance plans and has no further payment obligations once the

contributions have been made. The contributions are recognised as an employee benefit expense when they are due.

In the Netherlands and Sweden, the Group contributes to industry-wide pension schemes for its employees. Although having some defined benefit features, the Group’s liability to these

schemes is limited to the fixed contributions which are recognised as an expense when they are due. Accordingly the Group has accounted for these schemes as defined contribution schemes.

Share-based payments

The Group operates a number of share-based compensation plans that have been accounted for as equity settled schemes. The fair value of the employee services received in exchange for the

grant of options is recognised as an expense with a corresponding adjustment to equity. The total amount to be expensed over the vesting period is determined by reference to the fair value

of the options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected

to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest based on non-market vesting conditions. It recognises the impact of the

revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. All adjustments to equity are recognised as a separate component of equity in an

employee share scheme reserve. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share

capital (nominal value) and share premium.

Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the consolidated financial statements in the period in which the dividends are approved by the

Company’s shareholders.

Alternative performance measure

The Group’s performance is assessed using a number of alternative performance measures (APMs).

The Group’s alternative performance measures are presented before other adjusting/exceptional items, amortisation of certain intangible assets and depreciation of fair value adjustments made

to property, plant and equipment acquired through business combinations and the impact of IFRS 16 – Leases.

The measures are presented on this basis, as management believe they provide useful additional information about the Group’s performance and aids a more effective comparison of the

underlying Group’s trading performance from one period to the next.

Other adjusting/exceptional items are not defined under IFRS. However, the Group classifies other adjusting/exceptional items as those that are separately identifiable by virtue of their size,

nature or expected frequency and that therefore warrant separate presentation.

As detailed in note 31, during the period to 29 December 2024, the Group has recognised other adjusting/exceptional items in respect of costs associated with the fire at its facility in

Belgium, and re-organisation programs in the UK and Netherlands. The operating profit reconciliations between statutory and adjusted measures used by the Group is presented in note 31.

Presentation of these other adjusting/exceptional items and the reconciliations between adjusted and statutory measures is not intended to be a substitute for, or intended to promote, the

adjusted measures above statutory measures.

Notes to the financial statements

continued

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3 Financial risk management

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk including price risk, foreign exchange risk and cash flow interest rate risk, credit risk and liquidity risk. The Group

has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring the foregoing risks.

(a) Market risk

(i) Price risk

The Group is not exposed to equity securities price risk as it holds no listed or other equity investments. The Group is exposed to commodity price risk which is significantly mitigated through

its customer agreements, which are on a cost plus or agreed packing rate basis.

(ii) Foreign exchange risk

The Group is exposed to foreign exchange risk in the normal course of business in its overseas operations, principally on transactions in Euros, Swedish Krona, Danish Krone, Polish Zloty,

US Dollar, Canadian Dollar, Australian Dollar and New Zealand Dollar although such risk is mitigated as natural hedges exist in each operation through matching local currency cash flows.

The Group regularly monitors foreign exchange exposure and is exposed to foreign exchange risk where some of its sales and purchases are denominated in US Dollar. The policy is to hedge

material foreign exchange risk associated with highly probable forecast transactions with its key US customers and purchases from key suppliers in NOK based on firm commitments and

monetary items denominated in foreign currencies.

The group applies hedge accounting to account for forward contracts which are entered into to mitigate foreign currency risk. In the current year, no costs in relation to hedge ineffectiveness

have been recognised in the statement of profit or loss. The amount reclassified to inventory from the cash flow hedge reserve in the current year is £0.1m. The amount reclassified from the

cash flow hedge reserve due to the hedged item affecting the statement of profit or loss is £1.4m on a net basis, of which £1.9m relates to losses on hedges of forecast purchases, and £0.5m

relates to gains on hedges of forecast sales.

(iii) Cash flow interest rate risk

The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.

(iv) Sensitivity analysis

	2024		2023
	Income statement	Equity	Income statement	Equity
Group	£’m	£’m	£’m	£’m
Annual effect of a change in Group-wide interest rates by -0.5%	1.1	1.1	1.5	1.5
Annual effect of a change in Group-wide interest rates by +0.5%	(1.1)	(1.1)	(1.5)	(1.5)
Annual effect of a change in exchange rates to the GBP £ by +10%	4.8	19.6	4.3	24.4
Annual effect of a change in exchange rates to the GBP £ by -10%	(3.9)	(16.0)	(3.5)	(20.0)

Interest rate sensitivity analysis has been performed on borrowings to illustrate the impact on Group profits and equity if interest rates increased/decreased by. This analysis assumes the

liabilities outstanding at the period end were outstanding for the whole period. A 50 basis points increase, or decrease has been used as this is management’s assessment of reasonably possible

changes in interest rates.

A sensitivity analysis has been performed on the financial assets and liabilities to a sensitivity of 10% increase/decrease in the exchange rates. A 10% increase/decrease has been used as it

represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary

items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit/equity where Sterling strengthens

10% against the relevant currency.

Notes to the financial statements

continued

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(b) Credit risk

The Group is exposed to credit risk in respect of credit exposures to its retail customer partners and banking arrangements. The majority of the Group’s customers are comprised of blue chip

international supermarket retailers and the Group has implemented policies that require appropriate credit checks on potential customers before sales are made and in relation to its banking

partners. The credit risk is concentrated in the 5 principal customers in note 5. The Group’s cash and cash equivalent holdings are maintained with investment-grade banks. The Group’s

maximum exposure to credit risk is £253.5m (2023: £268.4m) as stated in note 30.

The Group monitors regular cash forecasts to ensure that it has sufficient cash to meet operational needs whilst maintaining sufficient headroom on its undrawn committed borrowing facilities

and without breaching its banking covenants. The Group held significant cash and cash equivalents of £111.9m (2023: £126.7m) and maintains a mix of long-term and short-term debt finance.

The Group’s financial liabilities measured at the contractual undiscounted cash flows mature as follows:

		2024				2023
		Derivative		Trade and		Derivative		Trade and
	Borrowings	financial liabilities	Leases	other payables	Borrowings	financial liabilities	Leases	other payables
Group	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Less than one year	29.5	3.1	24.5	440.6	28.6	0.2	22.9	448.8
Between one and two years	26.0	–	22.9	–	32.1	–	22.7	–
Between two and five years	187.8	–	58.1	–	26.6	–	57.8	–
Over five years	–	–	164.4	–	179.1	–	198.4	–
Total	243.3	3.1	269.9	440.6	266.4	0.2	301.8	448.8

Capital risk management

The Group’s and Company’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits

for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets

to reduce debt.

The Group monitors capital on the basis of a gearing ratio. This ratio is calculated as net bank debt as per note 26 divided by EBITDA as shown in note 31. Net bank debt is calculated as total

borrowings (including “current and non-current borrowings” as shown on the consolidated balance sheet) less cash and cash equivalents. EBITDA is calculated as operating profit less interest,

tax, depreciation and amortisation, excluding the impact of IFRS 16. The total Net Debt to Equity of the Group was 106% as at the period end (2023: 114%).

Fair value estimation

The carrying value of trade receivables (less impairment provisions), trade payables, cash and cash equivalents, borrowings are assumed to approximate their fair values. The fair value of

derivative financial assets and liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for

similar financial instruments. The Directors consider that there is a single level of fair value measurement hierarchy for disclosure purposes. The fair value was of these derivative financial assets

and liabilities is classified as Level 2 in the fair value hierarchy.

Notes to the financial statements

continued

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4 Critical accounting judgements and key estimation uncertainties

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under

the circumstances.

Critical accounting judgements

(a) Long-term supply contracts

On adoption of IFRS 16, the Group elected not to reassess whether a contract is or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date,

the Group relied on its assessments made applying IAS 17 and IFRIC 4 “Determining whether an Arrangement contains a Lease”.

Some of Hilton’s long-term supply contracts are on a cost plus basis. These cost plus arrangements typically contain benchmarking clauses which allow our customers to obtain competitive

pricing or to source supply from a competitor. Additional product inputs and packaging are traded in active markets, which are monitored by our customers and furthermore product selling

prices are updated on a frequent basis, thereby resulting in pricing that is, in substance, market price. On this basis, the criteria in IFRIC 4 for determining whether these agreements contained

a lease were not met.

Under IFRS 16, the assessment of whether a contract is or contains a lease will be determined based on whether the contract conveys the right to control the use of an identified asset for

a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of an asset judgement is required in the assessment of a customer’s right to:

▶ obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use; and

▶ direct the use of the identified asset.

A number of the Group’s supply contracts are fulfilled through dedicated manufacturing facilities and therefore, customers will obtain a significant proportion of the economic benefits from

their use. The Group considers that future Long-Term Supply contracts should not be assessed as containing leases, as the Group considers that it retains the right to direct the use of the

identified assets.

In making this assessment, the Group has considered that the Group controls the raw materials including the timing and amount of purchases and has discretion as to how and when such

materials are processed to fulfil customer orders. Therefore, the Group obtains the economic benefits from processing the inventory, has the right to direct the use of the identified assets and

the customer rights are limited to placing orders. This consideration is particularly judgmental given orders are typically produced on a real-time basis. However, it is the Group’s view that this

real-time production is inherent in the context of producing perishable goods with a short shelf life and not indicative of the customer having the right to control the use of the facilities.

Notes to the financial statements

continued

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Key estimation uncertainties

(a) Goodwill impairment

Goodwill is reviewed for impairment at least on an annual basis. Details of the tests and carrying value of the assets are shown in note 14. An impairment review requires an estimation of the

recoverable amount of the cash-generating units to which the goodwill is allocated using either value-in-use or fair value less costs of disposal calculations. Value-in-use calculations require

assumptions to be made regarding the expected future cash flows from the cash generating unit and choice of a suitable discount rate in order to calculate the present value of those cash

flows. Fair value less costs of disposal calculations can be based on transaction prices observed in the market for comparable assets or if these are not available using a discounted cash flow

model, requiring assumptions in respect of cash flows and suitable after-tax discount rates to be made. If the actual cash flows are lower than estimated, future impairments may be necessary.

Sensitivities are applied to the key assumptions used in the impairment assessment as explained in note 14. No sensitivity analysis has been undertaken for the UK&I or Europe groups of CGUs

as there is no reasonably possible change in key assumptions that could result in an impairment. An Impairment was identified in respect of the Dalco CGU and sensitivities were carried out

and disclosed.

(b) Climate Risk

During the current period climate related risks have not had a material impact on the financial statements or any of the critical accounting judgements.

5 Segment information

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

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

From a geographic perspective, the Executive Directors consider that the Group has four operating segments: i) UK & Ireland, which comprises the Group’s operations in United Kingdom

and Republic of Ireland; ii) Europe, which includes the Group’s operations in the Netherlands, Sweden, Denmark, Central Europe and Portugal; iii) APAC comprising the Group’s operations

in Australia and New Zealand; and iv) Central costs.

From a product perspective, the Executive Directors consider that the Group has only one identifiable product, wholesaling of food protein products including meat, fish and vegetarian.

The Executive Directors consider that no further segmentation is appropriate, as all of the Group’s operations are subject to similar risks and returns and exhibit similar long-term

financial performance.

Notes to the financial statements

continued

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5 Segment information continued

The segment information provided to the Executive Directors for the reportable segments is as follows:

			2024					2023
	UK and Ireland	Europe	APAC	Central costs	Total	UK and Ireland	Europe	APAC	Central costs	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
Total revenue	1,505.2	1,060.9	1,463.4	–	4,029.5	1,389.1	1,061.4	1,614.9	–	4,065.4
Inter-co revenue	(39.3)	(1.9)	–	–	(41.2)	(59.8)	(16.1)	–	–	(75.9)
Third-party revenue	1,465.9	1,059.0	1,463.4	–	3,988.3	1,329.3	1,045.3	1,614.9	–	3,989.5
Adjusted operating profit/(loss) segment
result (see note 31)	50.9	40.8	29.8	(16.8)	104.7	35.5	40.9	30.2	(11.6)	95.0
Amortisation of acquired intangibles	(5.1)	(4.4)	–	–	(9.5)	(5.1)	(4.4)	–	–	(9.5)
Adjusting/exceptional items	(1.0)	0.5	–	(0.1)	(0.6)	(1.8)	(2.0)	–	(0.1)	(3.9)
Impact of IFRS 16	(0.3)	1.0	3.5	–	4.2	0.6	0.6	3.3	–	4.5
Operating profit/(loss) segment result	44.5	37.9	33.3	(16.9)	98.8	29.2	35.1	33.5	(11.7)	86.1
Finance income	–	1.1	0.7	–	1.8	0.1	0.1	0.4	–	0.6
Finance costs	(8.3)	(12.1)	(12.4)	(6.8)	(39.6)	(9.2)	(10.5)	(13.8)	(4.6)	(38.1)
Income tax (expense)/credit	(8.9)	(9.2)	(7.2)	5.9	(19.4)	(2.7)	(4.8)	(6.1)	3.0	(10.6)
Profit/(loss) for the period	27.3	17.7	14.4	(17.8)	41.6	17.4	19.9	14.0	(13.3)	38.0
Depreciation, amortisation and impairment	24.4	32.4	31.0	0.5	88.3	23.3	19.6	36.0	0.5	79.4
Additions to non-current assets	40.3	24.9	8.1	1.2	74.5	29.6	21.1	8.3	0.7	59.7
Segment assets	456.9	343.5	371.4	47.2	1,219.0	404.8	397.5	431.7	36.1	1,270.1
Current income tax assets					0.4					–
Deferred income tax assets					17.0					19.1
Total assets					1,236.4					1,289.2
Segment liabilities	209.0	178.9	325.1	191.2	904.2	187.2	199.9	380.6	184.6	952.3
Current income tax liabilities					5.8					0.7
Deferred income tax liabilities					9.6					14.7
Total liabilities					919.6					967.7

Notes to the financial statements

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5 Segment information continued

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

The Executive Directors assess the performance of each operating segment based on its operating profit before adjusting/exceptional items and amortisation of acquired intangibles and also

before the impact of IFRS 16 (see note 31). Operating profit is measured in a manner consistent with that in the income statement.

The amounts provided to the Executive Directors with respect to total assets and liabilities are measured in a manner consistent with that of the financial statements. The assets are allocated

based on the operations of the segment and their physical location. The liabilities are allocated based on the operations of the segment.

The Group has five principal customers (comprising groups of entities known to be under common control), Tesco, Ahold Delhaize, Coop Danmark, ICA Gruppen and Woolworths.

These customers are located in the United Kingdom, Netherlands, Belgium, Republic of Ireland, Sweden, Denmark and Central Europe including Poland, Czech Republic, Hungary, Slovakia,

Latvia, Lithuania and Estonia, and APAC.

Analysis of revenues from external customers and non-current assets are as follows:

	Revenues from		Non-current assets excluding
	external customers		deferred tax assets
	2024	2023	2024	2023
Group	£’m	£’m	£’m	£’m
Analysis by geographical area
United Kingdom – country of domicile	1,360.8	1,265.3	253.4	223.0
Netherlands	492.6	475.8	99.2	117.8
Belgium	14.3	19.0	0.1	0.1
Sweden	271.2	245.2	22.4	24.4
Republic of Ireland	100.6	89.1	14.7	5.2
Denmark	126.2	123.1	15.3	16.2
Central Europe	159.5	154.7	22.1	23.7
APAC	1,463.1	1,617.3	228.4	271.8
	3,988.3	3,989.5	655.6	682.2
Group
Analysis by principal customer
Customer 1	1,211.3	1,107.3
Customer 2	356.2	337.8
Customer 3	268.2	243.5
Customer 4	119.4	120.8
Customer 5	1,291.7	1,447.5
Other	741.5	732.6
	3,988.3	3,989.5

Notes to the financial statements

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6 Auditor’s remuneration

Services provided by the Group’s auditors and their associates

During the period the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors and their associates:

	2024	2023
Group	£’m	£’m
Fees payable to the Group’s auditors for the audit of the parent Group and consolidated financial statements	0.5	0.3
Fees payable to the Group’s auditors and their associates for other services:
▶The audit of the Group’s subsidiaries pursuant to legislation	1.2	0.9
▶Other services pursuant to legislation	0.1	0.1
Total fees payable to the Group’s auditors and their associates	1.8	1.3

7 Expenses by nature

	2024	2023
Group	£’m	£’m
Changes in inventories of finished goods and goods for resale	8.3	7.1
Raw materials and consumables used	3,199.0	3,240.1
Employee benefit expense (note 8)	302.0	268.6
Depreciation, amortisation and impairment – owned assets	67.5	60.4
Depreciation and amortisation – leased assets	20.8	19.0
Repairs and maintenance expenditure on property, plant and equipment	36.9	33.2
Transportation expenses	46.1	46.3
Foreign exchange (gain)	–	(0.3)
Other expenses	209.3	229.6
Total cost of sales, distribution costs and administrative expenses	3,889.9	3,904.0
Cost of sales	3,531.4	3,559.2
Distribution costs	48.3	47.7
Administrative expenses	310.2	297.1
Total cost of sales, distribution costs and administrative expenses	3,889.9	3,904.0

Notes to the financial statements

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8 Employee benefit expense

	2024	2023
Group	£’m	£’m
Staff costs during the period
Wages and salaries	262.9	235.4
Social security costs	21.7	18.3
Share options granted to Directors and employees	2.0	1.8
Pension costs – defined contribution plan	15.4	13.1
	302.0	268.6

	2024	2023
Group	Number	Number
Average number of monthly persons employed (including Executive Directors) during the period by activity
Production	5,510	5,165
Administration	1,485	1,411
	6,995	6,576

	2024	2023
Group	£’m	£’m
Key management compensation (including Directors)
Salaries and short-term employee benefits, including termination benefits	14.6	12.1
Post-employment benefits	0.2	0.3
Share-based payments	2.2	2.1
	17.0	14.5

	2024	2023
Group	£’m	£’m
Directors’ emoluments
Aggregate emoluments	3.2	2.7
Group contribution to money purchase pension scheme	0.1	0.1
	3.3	2.8

Further details of Directors’ emoluments and share interests, including the highest paid Director, are given in the Directors’ remuneration report.

The Company has no employees and Directors do not receive emoluments from the Company. Employee expenses of the Company amounted to £nil (2023: £nil).

Notes to the financial statements

continued

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9 Finance income and finance costs

	2024	2023
Group	£’m	£’m
Finance income
Interest income on short-term bank deposits	1.4	0.6
Other interest income	0.4	–
Finance income	1.8	0.6
Finance costs
Bank borrowings	(18.9)	(20.1)
Interest on lease liabilities	(8.6)	(8.6)
Customer provided supply chain finance interest	(9.6)	(8.2)
Other interest expense	(2.5)	(1.2)
Finance costs	(39.6)	(38.1)
Finance costs – net	(37.8)	(37.5)

10 Income tax expense

	2024	2023
Group	£’m	£’m
Current income tax
Current tax on profits for the period	22.5	17.1
Adjustments to tax in respect of previous periods	(0.7)	(0.2)
Total current tax	21.8	16.9
Deferred income tax
Origination and reversal of temporary differences	(2.1)	(5.8)
Adjustments to tax in respect of previous periods	(0.3)	(0.5)
Total deferred tax	(2.4)	(6.3)
Income tax expense	19.4	10.6

Deferred tax charged directly to equity during the period in respect of employee share schemes amounted to £0.2m (2023: charge £0.03m).

Deferred tax charged directly to the statement of other comprehensive income during the period in respect of cash flow hedges amounted to £1.6m (2023: charge £nil).

Factors affecting future tax charges

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

legislation changes.

The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor

discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.

On 20 June 2023, the government of the United Kingdom, where the parent company is incorporated, enacted the Pillar Two income taxes legislation. The Group is within the scope of Pillar Two

with effect from 1 January 2024 under UK legislation. Pillar Two legislation has also been enacted in other jurisdictions where the Group operates and may affect computation of top-up taxes

for those markets. Under the legislation, the Group is required to pay top-up tax on profits that are taxed at an effective tax rate of less than 15 per cent.

Notes to the financial statements

continued

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Notes to the financial statements

continued

10 Income tax expense continued

The Group’s current tax expense (income) related to Pillar Two income taxes is £nil.

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the standard rate of UK Corporation Tax of 25% (2023: 23.5%) applied to profits of the

consolidated entities as follows:

	2024	2023
	£’m	£’m
Profit before income tax	61.0	48.6
Tax calculated at the standard rate of UK Corporation Tax 25.0% (2023: 23.5%)	15.3	11.4
Effects of:
Expense/(income) not deductible/(taxable)	2.0	(0.2)
Joint venture results received	(0.1)	(0.1)
Adjustments to tax in respect of previous periods	(1.0)	(0.7)
Profits taxed at rates other than 25.0% (2023: 23.5%)	0.1	1.3
Impact of change in tax rates	0.2	–
Double tax relief	0.1	–
Derecognition/(recognition) of deferred tax assets	2.3	0.6
Deferred tax recognised in reserves	0.2	–
Non-qualifying depreciation	0.3	(1.7)
Income tax expense	19.4	10.6

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

11 Earnings per share

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

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has

share options for which a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Group’s

shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that

would have been issued assuming the exercise of the share options.

		2024		2023
Group		Basic	Diluted	Basic	Diluted
Profit attributable to owners of the parent	(£’m)	39.3	39.3	36.4	36.4
Weighted average number of ordinary shares in issue	(millions)	89.7	89.7	89.5	89.5
Adjustment for share options	(millions)	–	0.9	–	0.9
Adjusted weighted average number of ordinary shares	(millions)	89.7	90.6	89.5	90.4
Basic and diluted earnings per share	(pence)	43.7	43.3	40.6	40.2

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12 Dividends

	2024	2023
Group and Company	£’m	£’m
Final dividend in respect of 2023 paid 23.0p per ordinary share (2023: 22.6p)	20.6	20.2
Interim dividend in respect of 2024 paid 9.6p per ordinary share (2023: 9.0p)	8.6	8.1
Total dividends paid	29.2	28.3

The Directors propose a final dividend of 24.9p (2023: 23.0p) per share payable on 27 June 2025 to shareholders who are on the register at 30 May 2025. This dividend totalling £22.4m

(2023: £20.6m) has not been included as a liability in these consolidated financial statements in accordance with IAS 10: Events after the reporting period.

Dividends paid to non-controlling interests in the period totalled £2.9m (2023: £1.5m).

13 Property, plant and equipment

	Land and buildings
	(including leasehold				Asset under
	improvements)	Plant and machinery	Fixtures and fittings	Motor vehicles	construction	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m
Cost
Restated at 1 January 2023*	147.3	580.5	30.1	1.1	–	759.0
Exchange adjustments	(0.5)	(12.6)	(0.3)	–	–	(13.4)
Additions	3.0	51.8	0.5	0.1	–	55.4
Transfer	0.4	(43.9)	7.6	–	34.4	(1.5)
Disposals	(0.9)	(31.0)	(1.9)	(0.1)	–	(33.9)
Restated at 31 December 2023*	149.3	544.8	36.0	1.1	34.4	765.6
Accumulated depreciation and impairment
Restated at 1 January 2023*	51.5	358.3	21.0	0.6	–	431.4
Exchange adjustments	(0.6)	(5.5)	(0.2)	–	–	(6.3)
Charge for the period	7.0	37.3	3.3	0.1	–	47.7
Impairment	–	1.2	–	–	–	1.2
Disposals	(0.8)	(29.7)	(1.9)	(0.1)	–	(32.5)
Restated at 31 December 2023*	57.1	361.6	22.2	0.6	–	441.5
Net book value
Restated at 1 January 2023*	95.8	222.2	9.1	0.5	–	327.6
Restated at 31 December 2023*	92.2	183.2	13.8	0.5	34.4	324.1

Notes to the financial statements

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Notes to the financial statements

continued

13 Property, plant and equipment continued

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

* The prior year amounts as at 1 January 2024 have been restated for both cost and accumulated depreciation to take account of errors identified and to disclose assets under construction

as a separate category. There is no prior year impact on net book value.

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14 Intangible assets

		Brand and customer	Asset under
	Computer software	relationships	construction	Goodwill	Total
Group	£’m	£’m	£’m	£’m	£’m
Cost
Restated at 1 January 2023*	24.7	78.9	–	82.5	186.1
Exchange adjustments	(0.4)	–	–	–	(0.4)
Acquisition	–	0.3	–	1.3	1.6
Additions	4.2	–	–	–	4.2
Transfers	(3.1)	–	4.6	–	1.5
Restated at 31 December 2023*	25.4	79.2	4.6	83.8	193.0
Accumulated amortisation and impairment
Restated at 1 January 2023*	9.2	16.4	–	–	25.6
Exchange adjustments	(0.2)	–	–	–	(0.2)
Charge for the period	2.5	8.3	–	–	10.8
Impairment	0.7	–	–	–	0.7
Restated at 31 December 2023*	12.2	24.7	–	–	36.9
Net book value
Restated at 1 January 2023*	15.5	62.5	–	82.5	160.5
Restated at 31 December 2023*	13.2	54.5	4.6	83.8	156.1

Notes to the financial statements

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		Brand and customer	Asset under
	Computer software	relationships	construction	Goodwill	Total
Group	£’m	£’m	£’m	£’m	£’m
Cost
Restated at 1 January 2024*	25.4	79.2	4.6	83.8	193.0
Exchange adjustments	(1.1)	(0.7)	–	(0.5)	(2.3)
Additions	2.6	–	3.9	–	6.5
Transfers	1.2	–	(0.6)	(0.5)	0.1
At 29 December 2024	28.1	78.5	7.9	82.8	197.3
Accumulated amortisation and impairment
Restated at 1 January 2024*	12.2	24.7	–	–	36.9
Exchange adjustments	(0.8)	(0.2)	–	–	(1.0)
Charge for the period	2.5	8.1	–	–	10.6
Impairment	–	–	–	9.8	9.8
At 29 December 2024	13.9	32.6	–	9.8	56.3
Net book value
At 29 December 2024	14.2	45.9	7.9	73.0	141.0

* The prior year amounts as at 1 January 2024 have been restated for both cost and accumulated amortisation to take account of errors identified and to disclose assets under construction

as a separate category. There is no prior year impact on net book value.

Adjusted amortisation charges are included within administrative expenses in the income statement.

Notes to the financial statements

continued

14 Intangible assets continued

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14 Intangible assets continued

Goodwill impairment testing

The goodwill generated as a result of major acquisitions represents the premium paid in excess of the fair value of all net assets, including intangible assets, identified at the point of acquisition.

The carrying value of goodwill includes a premium paid in order to secure shareholder agreement to the business combination, that is less than the value that the Directors believed could be

added to the acquired businesses.

In the prior year goodwill was monitored for impairment at the cash generating unit (“CGU”) level. During the current year, in order to better align with the way the Board monitors the

performance of the group, goodwill has been monitored at the level of a group of CGUs consistent with the operating segments in the business. This excludes the Dalco CGU which has

continued to be monitored separately due to the distinct market and customer model under which it operates.

Goodwill by segment includes UK&I £55.1m and Europe £17.6m (excluding Dalco). Goodwill for the Dalco CGU has been reduced to nil in the current period.

The Group tests goodwill annually or more frequently if there are indications that goodwill might be impaired. In accordance with IAS 36: Impairment of Assets, the Group assesses goodwill

based on the recoverable amount of the CGU, or group of CGUs. Recoverable amount was calculated based on value-in-use, which is estimated using a discounted cash flow model. For each

group of CGUs tested at a segment level the calculated recoverable amounts exceeded their carrying value and no impairment was indicated. For the Dalco CGU, the recoverable amount was

lower than the carrying value, resulting in an impairment charge of £9.8m recognised for the full value of the goodwill.

The key assumptions used in the calculations are projected EBITDA, the pre-tax and post-tax discount rates and the growth rates used to extrapolate cash flows beyond the projected period.

EBITDA and profit before tax are based on one-year budgets approved by the Board and longer term, five year, projections based on past experience adjusted to take account of the impact

of expected changes to sales prices, volumes, business mix and margin. Cash flows are discounted at a pre-tax discount rate of 11.9%-12.1% (2023: 9.3%-13.4%) depending on the segment with a

growth rate of 1.5%-2% (2023: 2%-8%) used to extrapolate cash flows. Discount rates and growth rates are calculated with reference to external benchmarks and where relevant past experience.

Goodwill Impairment

An impairment loss of £9.8 million has been recognised in 2024 on the goodwill allocated to Dalco, following a comprehensive review of the asset’s recoverable amount. Under IAS

36 – Impairment of Assets, the company compares the carrying amount of goodwill with its recoverable amount, defined as the higher of fair value less costs to sell or value in use.

Detailed impairment testing indicated that the estimated future cash flows from the related assets no longer support the previously recorded value when calculated at value in use.

The impairment to goodwill is primarily driven by changes in market conditions in the vegan and vegetarian market and an ongoing reorganisation of the business which has necessitated a

reassessment of operational strategies and cost structures.

Prior to recognising this impairment loss, the carrying amount of goodwill was £9.8 million. Following the impairment, the entire goodwill has been written off, ensuring that the balance sheet

accurately reflects the fair value of the company’s assets.

The impairment test involved significant management judgment and the application of key assumptions such as a pre-tax discount rate of 12.1% (2023: 9.3%), and a long-term growth rate of 2%

(2023: 2%).

Sensitivity to changes in assumptions

No sensitivity analysis has been undertaken for the UK&I or Europe Segments as there is no reasonably possible change in key assumptions that could result in an impairment.

Sensitivity analysis has been carried out on Dalco and a reasonably possible change in key assumptions in isolation or in combination may lead to an increase in the impairment. A change in the

pre-tax discount rate from 12.1% to 12.6% would result in an increase in the impairment charge of £1.3m. A change in the long-term growth rate from 2% to 1% would result in an increase in the

impairment charge of £1.7m. A 5% reduction in volume growth rates, and total cash flows, would result in an increase in the impairment charge of £6.9m and £1.3m respectively. Any additional

impairment charge arising would be allocated to the other assets within the Dalco CGU on a pro rata basis.

Notes to the financial statements

continued

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15 Leases

Amounts recognised in the balance sheet

The balance sheet includes the following amounts relating to leases:

Lease: right of use assets

	Land and buildings	Equipment	Vehicles	Total
Group	£’m	£’m	£’m	£’m
Opening net book amount as at 1 January 2023	206.3	7.8	2.5	216.6
Exchange adjustments	(9.7)	(0.1)	–	(9.8)
Additions	–	4.1	1.0	5.1
Reclassification	4.0	(2.6)	(1.4)	–
Remeasurements, reclassification and scope changes	1.0	0.2	–	1.2
Depreciation	(16.1)	(2.2)	(0.7)	(19.0)
Closing net book amount at 31 December 2023	185.5	7.2	1.4	194.1
Exchange adjustments	(13.6)	(0.2)	(0.1)	(13.9)
Additions	8.8	4.7	1.4	14.9
Remeasurements, reclassification and scope changes	1.8	0.9	0.2	2.9
Depreciation	(16.7)	(3.3)	(0.8)	(20.8)
Disposals	(3.9)	(0.4)	(0.1)	(4.4)
Closing net book amount at 29 December 2024	161.9	8.9	2.0	172.8

Lease liabilities

	2024	2023
Group	£’m	£’m
Current	16.9	15.3
Non-current	189.1	211.6
	206.0	226.9

Maturity analysis – contractual undiscounted cash flows

	2024	2023
Group	£’m	£’m
Less than one year	24.5	22.9
One to five years	81.0	80.5
More than five years	164.4	198.4
Total lease liabilities	269.9	301.8

Notes to the financial statements

continued

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Amounts recognised in the consolidated income statement

The income statement shows the following amounts related to leases:

Depreciation charge on right-of-use assets

	2024	2023
Group	£’m	£’m
Buildings	16.7	16.1
Plant and equipment	3.3	2.2
Vehicles	0.8	0.7
	20.8	19.0
Interest expenses (included in finance costs)	8.6	8.5
Expenses relating to short-term leases (included in costs of goods sold and administrative expenses)	0.1	1.1

The total cash outflow for leases in 2024 was £25.9m (2023: £22.7m).

Variable lease payments

Leases with liabilities recognised of £8.6m (2023: £9.0m), accounting for 4.2% (2023: 3.7%) of total lease liabilities, are subject to five yearly RPI-linked rent reviews. These rent reviews are subject

to a minimum collar, the impact of which is included in the calculation of lease liabilities and a maximum cap. If the impact of these variable lease payments had been recognised, applying

index levels as at 30 December 2024, lease liabilities would have increased by 2024: £5.0m (2023: £5.6m).

In addition, leases with liabilities recognised totalling £2.8m (2023: £3.6m), accounting for 1.3% (2023: 1.5%) of total lease liabilities, are subject to annual CPI linked rent increases. If the impact

of these variable lease payments had been recognised, applying index levels as at 29 December 2024, lease liabilities would have increased by £0.0m (2023: £0.3m).

Notes to the financial statements

continued

15 Leases continued

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16 Investments

Investments

The Group uses the equity method of accounting for its interest in joint ventures and associates. The aggregate movement in the Group’s investments in joint ventures and associates is

as follows:

		2024			2023
	Joint Ventures	Associates	Total	Joint Ventures	Associates	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m
At the beginning of the period	4.4	3.5	7.9	4.4	1.8	6.2
Acquisitions	–	4.4	4.4	–	1.7	1.7
Profit for the period	0.4	–	0.4	0.6	–	0.6
Dividends received	(0.6)	–	(0.6)	(0.5)	–	(0.5)
Effect of movements in foreign exchange	–	–	–	(0.1)	–	(0.1)
At the end of the period	4.2	7.9	12.1	4.4	3.5	7.9

Where relevant, management accounts for the joint venture have been used to include the results up to 29 December 2024. The Group’s share of the net assets, income and expenses of the

joint ventures and associates are detailed below:

All interests in subsidiaries are in the ordinary equity shares of those companies except for Agito Group Pty Limited indicated by * where we hold ordinary and preference shares.

Set out below are the joint ventures and associates of the Group as at 29 December 2024. Unless otherwise stated there has been no change to the holding since 31 December 2023.

	Ownership percentage
Name	(Voting rights and equity shares)	Address
Joint venture
Australia
Agito Group Pty Limited*	50	C/O Brealey Quill Kenny, Market City Commercial Centre (Mp24), Unit 6, 280 Bannister Road,
		Canning Vale, Western Australia, 6155
Ireland
Agito Global Limited	50	Floor 3, Block 3, Miesian Plaza, Dublin 2, Dublin, D02 Y754
Portugal
Agito Global, Unipessoal LDA	50	nº 249 - 1º, Avenida da Liberdade, Lisboa Concelho, Santo António, Lisboa 1250 143
Sohi Meat Solutions – Distribuicao de Carnes SA	50	Zona Industrial de Santarem – Quinta de Mocho District, Santarem, 2005 002 Varzea
UK
Agito Global Limited	50	First Floor Offices, Unit 6b, Vantage Park, Huntingdon PE29 6SR
Agito Holdings Limited	50	2–8 Interchange, Latham Road, Huntingdon PE29 6YE
Associates
UK
A Turner and Sons Sausage Limited (2023: 16.25%)	25	205	North Lane, Aldershot, Hampshire GU12 4SY
Cellular Agriculture Ltd (2023: 29.23%)	38.94	Felin Y Glyn, Pontnewydd, Llanelli SA15 5TL

Notes to the financial statements

continued

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As noted below, during the period the Group acquired an additional 9.71% interest in Cellular Agriculture Ltd for consideration of £4.4m. In addition, the Group sold its 50% interest in Sphere

Design Limited for a consideration of £100.

The tables below provide summarised financial information for those joint ventures that are material to the Group. The information disclosed reflects the amounts presented in the financial

statements of the relevant joint ventures and not the Group’s share of those amounts.

Sohi Meat Solutions

	2024	2023
Summarised balance sheet	£’m	£’m
Current assets
Cash and cash equivalents	0.2	0.2
Other current assets	51.8	50.6
Total current assets	52.0	50.8
Non-current assets	14.6	18.7
Total current liabilities	(58.8)	(59.3)
Total non-current liabilities	(2.2)	(4.7)
Net assets	5.6	5.5
Reconciliation to carrying amounts
Opening net assets	5.5	5.3
Profit for the period	1.4	1.2
Dividends paid	(1.1)	(0.9)
Exchange adjustments	(0.2)	(0.1)
Closing net assets	5.6	5.5
Group’s share – %	50.0	50.0
Group’s share – £m	2.8	2.8

	2024	2023
Summarised statement of comprehensive income	£’m	£’m
Revenue	369.5	354.9
Depreciation and amortisation	(4.8)	(4.7)
Net finance costs	(1.7)	(1.5)
Income tax expense	(0.2)	(0.3)
Profit for the period	1.4	1.2
Dividends received from joint venture entity	0.6	0.5

Notes to the financial statements

continued

16 Investments continued

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The Group also has an interest in one other joint venture.

	2024	2023
Other joint ventures:	£’m	£’m
Aggregate carrying amount of other joint venture	1.4	1.7
Aggregate Group share of profit for the year	(0.3)	–

Non-controlling interests

Set out below is summarised financial information for Hilton Foods Holland BV, the only Group subsidiary with a non-controlling interest that is considered to be material to the Group.

The amounts disclosed are before inter-company eliminations.

Hilton Foods Holland BV

	2024	2023
Summarised balance sheet	£’m	£’m
Current assets	77.5	87.8
Current liabilities	(58.0)	(64.7)
Current net assets	19.5	23.1
Non-current assets	10.7	7.0
Non-current liabilities	(0.3)	(0.6)
Non-current net assets	10.4	6.4
Net assets	29.9	29.5
Accumulated non-controlling interests	6.0	5.9

	2024	2023
Summarised statement of comprehensive income	£’m	£’m
Revenue	349.9	345.0
Profit for the period	7.6	7.6
Other comprehensive income	1.3	0.7
Total comprehensive income	8.9	8.3
Profit allocated to non-controlling interests	1.5	1.5
Dividends paid to non-controlling interests	1.2	1.2

	2024	2023
Summarised cash flows	£’m	£’m
Cash flows from operating activities	5.4	12.3
Cash flows from investing activities	(3.7)	(2.2)
Cash flows from financing activities	(5.9)	(6.1)
Impact of foreign exchange	(0.7)	(0.3)
Net increase/(decrease) in cash and cash equivalents	(4.9)	3.7

Notes to the financial statements

continued

16 Investments continued

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Notes to the financial statements

continued

Transactions with non-controlling interests

On 25 October 2024, the Group acquired an additional 35% of the issues shares of Hilton Food Solutions Limited for £2.2m. Immediately prior to the purchase, the carrying amount of the existing

35% non-controlling interest in Hilton Food Solutions Limited was £0.1m. The Group recognised a decrease in non-controlling interests of £0.1m and a decrease in equity attributable to owners

of the parent of £2.1m. The effect on the equity attributable to the owners of Hilton Food Solutions Limited during the year is summarised as follows:

	2024	2023
Company	£’m	£’m
Carrying amount of non-controlling interests acquired	0.1	–
Consideration paid to non-controlling interests	(2.2)	–
Excess of consideration paid recognised in the transaction with non-controlling interests reserve within equity	(2.1)	–

Investments in subsidiaries

Investments in subsidiary undertakings are recorded at cost, which is the fair value of consideration paid.

		2023
	2024	Restated
Company	£’m	£’m
At the beginning of the period	254.7	252.9
Additions	2.0	1.8
At 31 December 2023 and 29 December 2024	256.7	254.7

16 Investments continued

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Notes to the financial statements

continued

16 Investments continued

Name	Address
Directly Held
Hilton Foods Limited	Carson McDowell LLP, Murray House, Murray
	Street, Belfast BT1 6DN, UK
Indirectly Held
Australia
Hilton Foods Australia Pty Limited	267	Dohertys Road, Truganina, VIC 3029
Hilton Foods Global (Australia) Pty Limited
Foods Connected Australia	Moore Stephens, 62–64, Burwood Road,
Pty Limited (65%)	Burwood, NSW 2134
Belgium
Hilton Foods Belgium BV	Guldensporenpark 120, Stratenplan, 9820
	Merelbeke
Canada
Foppen Seafood Canada Inc	Suite 1000,	Brunswick House, 44, Chipman Hill,
	Saint John, New Brunswick, E2L 2A9
Hilton Foods Canada Inc	199, Bay Street, 5300 Commerce Court West,
	Toronto, Ontario, M5L 1B9
China
Hong Kong Fu-Peng Co Limited	Room 1001,	10/F Boss Commercial Centre,
	28, Ferry Street, Kowloon, Hong Kong
Shanghai Fu Peng Food Trading Co Limited	Room 710, Tower A, Building 2, 555, Lansong
	Road, Pudong New Area, Shanghai
Denmark
Hilton Foods Danmark A/S	Brunagervej 2, Kolt 8361 Hasselager

The subsidiary undertakings of the Group are as follows for 31 December 2023 and 29 December 2024, unless otherwise stated.

▶ A full list of related undertakings, comprising subsidiaries and joint ventures, is set out below.

▶ All are 100% owned directly or indirectly by the Group except where percentage ownership is indicated otherwise.

▶ All interests in subsidiaries are in the ordinary equity shares of those companies.

▶ The proportion of voting rights aligns with the interest in the ordinary equity shares of 100%, except for Hilton Meats Holland Limited and Hilton Foods Holland BV indicated by **, where th e

Group owns 80% of the Company but retains 100% of the voting rights.

▶ All subsidiary undertakings are included in the consolidation. The Company’s voting rights in its subsidiary undertakings are the same as its effective interest in its subsidiary undertakings

unless otherwise stated.

Name	Address
Indirectly Held
Greece
Olympic Eel & Salmon Industry SA	Industrial Area of Preveza, Preveza 481 00
Ireland
Hilton Foods (Ireland) Limited	Termonfeckin Road, Drogheda, Co Louth
Netherlands
Dalco Food BV	Everdenberg 50, Oosterhout, 4902 TT
Foppen Eel & Salmon BV	82, Fahrenheitstraat, Harderwijk, 3846 CC
Hilton Seafood Holland BV
(formerly Dutch Seafood Company BV)
Foppen Groep BV	24–26, Daltonstraat, Harderwijk, 3846 BX
Paling En Zalmfileerderij J. Foppen Jzn. BV
Hilton Food Solutions Holland BV (2023: 65%)	Grote Tocht 31, 1507 CG Zaandam
Hilton Foods Holland BV (80%)**
Hilton Logistics BV
New Zealand
Hilton Foods New Zealand Limited	11 Puaki Drive, Wiri, Auckland 2104
Hilton Foods Global (NZ) Limited
Poland
Hilton Foods Ltd Sp zo o	Ul Strefowa 31, 43–100 Tychy
Sweden
Hilton Foods Sverige AB	Saltangsvagen 53, 721 32 Vasteras

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Notes to the financial statements

continued

Name	Address
Indirectly Held
UK
Coldwater Seafood UK Limited	2–8 Interchange, Latham Road,
	Huntingdon PE29 6YE
Evolve 4 Group Limited (80%)
Evolve 4 Limited (80%)
Evolve 4 Solutions Limited (80%)
Fairfax Meadow Europe Limited
Fairfax Meadow Limited
(formerly Fairfax London Limited)
Greenchain Solutions Limited
Hilton Foods Asia Pacific Limited
Hilton Seafood UK Limited
Hilton Services Limited
Hilton Food Solutions Limited (2023: 65%)
Hilton Foods Trading Limited
Icelandic UK Limited
Seachill Limited
Seachill UK Limited trading as Hilton
Seafood UK
SV Cuisine Limited (Struck off 18 March 2025)
Hilton Foods Limited	Carson McDowell LLP, Murray House,
	Murray Street, Belfast BT1 6DN
Hilton Foods UK Limited
Foods Connected Ltd (65%)	City Factory, 100 Patrick Street, Lower Ground
	Floor, Londonderry BT48 7EL
Hilton Food Group (Europe) Limited	St George's Building 3rd Floor, 37–41 High
	Street, Belfast BT1 2AB
Hilton Food.com Limited
Hilton Meats Holland Limited (80%)**

Name	Address
Indirectly Held
USA
Foods Connected America Inc (65%)	National Registered Agents Inc, 1209 Orange
	Street, Wilmington, New Castle County,
	Delaware 19081
Foppen USA Inc	United Corporate Services Inc, 800 North State
	Street Suite 304, Dover, Delaware 19901
All subsidiary undertakings are included in the consolidation. The Company’s voting rights in its subsidiary undertakings are the same as its effective interest in its subsidiary undertakings
unless otherwise stated.

16 Investments continued

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17 Inventories

	2024	2023
Group	£’m	£’m
Raw materials and consumables	141.8	128.9
Finished goods and goods for resale	55.9	50.9
	197.7	179.8

The cost of inventories recognised as an expense and included in cost of sales amounted to £3,199.0m (2023: £3,240.1m). The Group charged £2.9m in respect of inventory write-downs

(2023: £1.5m). The amount charged has been included in cost of sales in the income statement.

18 Trade and other receivables

	Group		Company
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Trade receivables	194.1	219.8	–	–
Less: allowance for impairment of trade receivables	(0.8)	(0.9)	–	–
Trade receivables – net	193.3	218.9	–	–
Amounts owed by Group undertakings	–	–	8.7	5.7
Amounts owed by related parties (see note 29)	6.9	4.1	–	–
Other receivables	35.2	41.8	–	–
Prepayments	18.3	13.0	–	–
	253.7	277.8	8.7	5.7

Amounts owed by Group undertakings to the Company are unsecured, interest free and repayable on demand.

Majority of balances in other receivables are VAT receivables.

The carrying amounts of trade and other receivables are denominated in the following currencies:

	Group		Company
	2024	2023	2024	2023
Currency	£’m	£’m	£’m	£’m
UK Pound	34.4	80.8	8.7	5.7
Euro	92.3	66.5	–	–
Swedish Krona	15.8	26.1	–	–
Danish Krone	8.6	18.1	–	–
Polish Zloty	7.0	6.5	–	–
Australian Dollar	67.6	58.1	–	–
New Zealand Dollar	13.8	15.0	–	–
US Dollar	12.6	5.7	–	–
Chinese Renminbi	1.6	1.0	–	–
	253.7	277.8	8.7	5.7

Notes to the financial statements

continued

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18 Trade and other receivables continued

The Group have performed an assessment of the expected credit losses across the portfolio of trade receivables and contract assets. In determining the expected credit loss, the Group has given

due consideration to the historic credit losses arising in prior periods and of current and forward looking information on macroeconomic factors affecting the ability of the customers to settle

the receivables.

To measure the expected credit loss, trade receivables has been grouped based on shared credit risk characteristics and the days past due. The Group has concluded that the expected credit

loss results in an allowance being recognised of £0.8m (2023: £0.9m).

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor

has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.

Impairment losses on receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same

line item.

Amounts due from Group undertakings are stated at amortised cost including a provision for expected credit losses. For the purpose of impairment assessment, amounts due from group

undertakings are considered low credit risk and therefore, the Company measures the provision at an amount equal to 12-month expected credit losses. Impairment provision is not material

to the financial statements. The subsidiaries are solvent/covered by the Group’s liquidity arrangements, as detailed in note 20. We have considered the impairment of amounts owed to related

parties and they are immaterial. The Group has undrawn committed loan facilities of £108m (2023: £109m) which run to January 2027.

Amounts due from related parties have been reviewed for impairment and the amounts in relation to related parties are immaterial.

The group considers the following as constituting and event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either

of the following criteria are generally not recoverable.

▶ When there is a breach of financial covenants by the debtor

▶ Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the group, in full (without taking into account any

collateral held by the group).

Movements on the allowance for impairment of trade receivables are as follows:

	2024	2023
Group	£’m	£’m
At the beginning of the period	0.9	1.1
Acquisition	–	0.1
Allowance for receivables impairment	0.1	0.4
Receivables impairment released	(0.1)	(0.7)
Receivables written off during the period as uncollectable	(0.2)	–
Exchange differences	0.1	–
At the end of period	0.8	0.9

19 Cash and cash equivalents

	Group		Company
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Cash at bank and on hand	111.9	126.7	–	0.4

Notes to the financial statements

continued

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20 Borrowings

	2024	2023
Group	£’m	£’m
Current
Bank overdraft	4.0	2.8
Bank borrowings	25.5	25.8
	29.5	28.6
Non-current
Bank borrowings	213.8	237.8
Total borrowings	243.3	266.4

Due to the frequent re-pricing dates of the Group’s loans, the fair value of current and non-current borrowings is approximate to their carrying amount.

The carrying amounts of the Group’s borrowings are denominated in the following currencies:

	2024	2023
Currency	£’m	£’m
UK Pound	146.3	83.2
Euro	28.8	82.6
Polish Zloty	5.0	7.8
Australian Dollar	51.1	73.5
New Zealand Dollar	12.1	19.3
	243.3	266.4

Bank borrowings are repayable in quarterly instalments from 2025 – 2027 with interest charged at SONIA (or equivalent benchmark rates) plus 1.95% - 2.10%. Bank borrowings are subject to joint

and several guarantees from each active Group undertaking.

The Group has undrawn committed loan facilities of £108m (2023: £109m) which run to January 2027. The Group has modelled a reasonably possible downside scenario against future cash

forecasts and throughout this scenario the Group would not breach any of the revised financial covenants and would not require any additional sources of financing.

The undiscounted contractual maturity profile of the Group’s borrowings is described in note 3.

Group net debt is analysed as per note 26.

21 Trade and other payables

	Group		Company
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Trade payables	370.4	376.6	–	–
Amounts owed to related parties (see note 29)	1.5	0.5	–	–
Social security and other taxes	11.3	10.0	–	–
Accruals	68.6	71.7	–	–
	451.8	458.8	–	–

The fair value of trade and other payables are the same as their carrying value.

Notes to the financial statements

continued

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22 Deferred income tax

	Accelerated				Share-				Other
	capital	Revenue		General	based		IFRS 16	Acquired	timing
	allowances	in capital	Pension	provisions	payments	Losses	Leases	assets	differences	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m	£’m
At 1 January 2023	6.3	–	–	–	–	–	6.8	(15.9)	0.7	(2.1)
Exchange differences	–	–	–	–	–	–	(0.4)	–	0.6	0.2
Income statement credit	0.8	–	–	–	–	–	2.9	2.7	(0.1)	6.3
At 31 December 2023	7.1	–	–	–	–	–	9.3	(13.2)	1.2	4.4
Exchange differences	–	(0.2)	(0.1)	(0.2)	–	(0.2)	(0.4)	–	(0.1)	(1.2)
Income statement credit/(charged)	(1.4)	0.5	0.1	(1.2)	0.4	0.4	0.9	2.4	0.3	2.4
Tax charged to other comprehensive income	–	–	–	–	–	–	–	–	1.6	1.6
Tax charged to equity	–	–	–	–	0.2	–	–	–	–	0.2
Reclassification	(13.5)	1.9	0.3	3.0	1.1	8.9	(0.3)	(2.3)	0.9	–
At 29 December 2024	(7.8)	2.2	0.3	1.6	1.7	9.1	9.5	(13.1)	3.9	7.4

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the

same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for financial

reporting purposes:

The reclassification shows updates made to the presentation of deferred tax by category following a more granular review.

	2024	2023
Group	£’m	£’m
Deferred tax liabilities	(9.6)	(14.7)
Deferred tax assets	17.0	19.1
	7.4	4.4

Other timing differences principally relate to deferred tax on cash flow hedges. The deferred income tax liability above includes £2.4m (2023: £1.0m) which is estimated to reverse within

12 months. The deferred income tax asset above includes £3.2m (2023: £nil) to reverse within 12 months.

At the reporting date, the group has unused tax losses of £54.8m (2023: £55.3m) available for offset against future profits. A deferred tax asset has been recognised in respect of £35.1m

(2023: £33.6m) of such losses. No deferred tax asset has been recognised in respect of the remaining £19.7m (2023: £21.7m) as it is not considered probable that there will be future taxable profits

available. The unused losses may be carried forward indefinitely.

23 Ordinary shares

		Group		Company
	Number of
	shares	2024	2023	2024	2023
	(thousands)	£’m	£’m	£’m	£’m
Authorised, issued and fully paid ordinary shares of 10p each At 1 January 2024/2 January 2023	89,602	9.0	9.0	9.0	9.0
Issue of new shares relating to employee incentive schemes	225	–	–	–	–
At 29 December 2024/31 December 2023	89,827	9.0	9.0	9.0	9.0

All ordinary shares of 10p each have equal rights in respect of voting, receipt of dividends and repayment of capital.

Notes to the financial statements

continued

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24 Share-based payment

All-employee Sharesave scheme

These schemes are open to all eligible employees of the Group (including the Executive Directors) who make regular savings over a three year period. The exercise price of the granted options

is equal to the market price of the shares on the date of the grant. The options are exercisable starting three years from the grant date and must be exercised within six months thereafter.

No performance conditions are attached to the options granted under the scheme.

Long Term Incentive Plan (LTIP)

Under the Group’s Long Term Incentive Plan, nil cost share options are granted to Executive Directors and to selected senior employees. The options are exercisable starting three years

from the grant date subject to the Group achievement of performance targets comprising minimum earnings per share (EPS) compound growth target and total shareholder return (TSR).

Awards granted during the period introduced three new ESG performance metrics.

Awards will vest on a sliding scale, with 10% vesting at threshold and 100% vesting at maximum, as follows:

Performance basis	Threshold vesting	Maximum vesting
EPS	5–11% compound per year	12–17% compound per year
TSR – performance against the constituents of the FTSE 250 (excluding investment trusts)	Median	Upper quartile
ESG – Scope 1 and 2 energy	6.5–35% reduction over period	43.9–52% reduction over period
ESG – Scope 3 energy	21% reduction over period	33% reduction over period
ESG – Recycled packaging	11.7% increase over period	28.3% increase over period
ESG – Food waste	15.0% reduction over period	30.0% reduction over period
ESG – People gender, inclusion and human rights	Various	Various

The options have a contractual option term of 10 years. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

Movements in the number of share options outstanding and their related weighted exercise price are as follows:

		Sharesave		Long-term incentive
	Options	Exercise price	Options	Exercise price
Group	(’000)	(pence)	(’000)	(pence)
At 1 January 2023	505	1,174.95	1,579	–
Granted	743	672.00	769	–
Exercised	–	–	(97)	–
Lapsed	(358)	1,068.40	(393)	–
At 31 December 2023	890	797.99	1,858	–
Granted	603	728.00	818	–
Exercised	–	–	(270)	–
Lapsed	(227)	929.04	(368)	–
At 29 December 2024	1,266	741.25	2,038	–

Notes to the financial statements

continued

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24 Share-based payment continued

Share options outstanding at the end of the period have the following expiry date and exercise prices:

						Number of options
Group			Exercise price		2024	2023
Expiry date	Type of scheme	Status	(pence)		(‘000)	(‘000)
February 2024	Sharesave	Exercisable	1228.00		–	68
February 2025	Sharesave	Exercisable	1200.00		52	63
February 2026	Sharesave	Not exercisable	1204	.00	54	77
February 2027	Sharesave	Not exercisable		672.00	600	682
February 2028	Sharesave	Not exercisable		728.00	560	–
April 2025	Long Term Incentive Plan	Exercisable		nil cost	–	55
April 2026	Long Term Incentive Plan	Exercisable		nil cost	7	61
April 2027	Long Term Incentive Plan	Exercisable		nil cost	19	53
May/July 2028	Long Term Incentive Plan	Exercisable		nil cost	43	84
May 2029	Long Term Incentive Plan	Exercisable		nil cost	114	172
May 2031	Long Term Incentive Plan	Exercisable		nil cost	6	344
May 2032	Long Term Incentive Plan	Not exercisable		nil cost	326	341
May 2033	Long Term Incentive Plan	Not exercisable		nil cost	736	748
May 2034	Long Term Incentive Plan	Not exercisable		nil cost	787	–
Total					3,304	2,748

The fair value of options granted during 2024 determined using the Black–Scholes valuation model ranged from 714p to 739p per option. The significant inputs into the model were the exercise

price shown above, volatility of 36% based on a comparison of similar listed companies, dividend yield of 3.95%, an expected option life of 3.0 years, and an annual risk-free interest rate of

3.66–3.85%. See note 8 for the total expense recognised in the income statement for share options granted to Directors and employees.

Notes to the financial statements

continued

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25 Cash generated from operations

	2024	2023
Group	£’m	£’m
Profit before income tax	61.0	48.6
Finance costs – net	37.8	37.5
Operating profit	98.8	86.1
Adjustments for non-cash items:
Share of post-tax profits of joint venture	(0.4)	(0.6)
Depreciation of property, plant and equipment	47.1	47.7
Depreciation of leased assets	20.8	19.0
Impairment of property, plant and equipment	–	1.2
Impairment of intangible asset	9.8	0.7
Insurance proceeds adjustments for property, plant, and equipment	(13.2)	(4.9)
Amortisation of intangible assets	10.6	10.8
Gain on disposal of fixed assets	0.1	(0.1)
Adjustment in respect of employee share schemes	2.0	1.9
Changes in working capital:
Inventories	(18.0)	22.8
Trade and other receivables	24.2	(14.9)
Trade and other payables	(7.0)	46.4
Net exchange differences	9.0	–
Cash generated from operations	183.8	216.1

The Company has no operating cash flows.

Notes to the financial statements

continued

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26 Analysis and movement in net debt

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

	2024	2023
Group	£’m	£’m
Cash and cash equivalents	111.9	126.7
Borrowings (including overdrafts)	(243.3)	(266.4)
Net bank debt	(131.4)	(139.7)
Lease liabilities	(206.0)	(226.9)
Net debt	(337.4)	(366.6)

	Cash/other	Borrowings
	financial assets	(including overdrafts)	Net bank debt	Lease liabilities	Net debt
Net debt reconciliation	£’m	£’m	£’m	£’m	£’m
At 1 January 2023	87.2	(298.8)	(211.6)	(246.2)	(457.8)
Cash flows	40.8	26.9	67.7	14.6	82.3
Lease additions	–	–	–	(5.1)	(5.1)
Exchange adjustments	(1.3)	5.5	4.2	9.8	14.0
At 31 December 2023	126.7	(266.4)	(139.7)	(226.9)	(366.6)
Cash flows	(10.4)	21.0	10.6	17.5	28.1
Lease additions	–	–	–	(13.4)	(13.4)
Exchange adjustments	(4.4)	2.1	(2.3)	16.8	14.5
At 29 December 2024	111.9	(243.3)	(131.4)	(206.0)	(337.4)

27 Commitments

Capital commitments

Capital expenditure contracted for, at the balance sheet date, but not yet incurred is as follows:

	Group		Company
	2024	2023	2024	2023
	£’m	£’m	£’m	£’m
Property, plant and equipment	14.7	7.0	–	–

In addition, the Group has a bank guarantee of £3.7m in place as a security for its lease commitments in New Zealand effective up to 2024, with the guarantee expiring in 2046.

Notes to the financial statements

continued

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28 Post balance sheet events

On 6 March 2025, Hilton Food Group plc announced it had entered into a 10-year joint venture with The National Agricultural Development Company (NADEC) in Saudi Arabia, marking its entry

into the Middle East. Hilton Foods will hold a 49% stake and invest approximately £6.5 million (49% of SAR 60 million) in developing new meat processing and packing facilities.

29 Related party transactions and ultimate controlling party

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

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

	2024	2023
Group Sales	£’m	£’m
Sohi Meat Solutions Distribuicao de Carnes SA – fee for services	3.7	3.4
Sohi Meat Solutions Distribuicao de Carnes SA – recharge of joint venture costs	0.7	0.5
Agito Holdings Limited	–	0.2

	2024	2023
Group Purchases	£’m	£’m
Agito Holdings Limited	9.2	6.2

Amounts owing from related parties at the year-end were as follows:

	Owed from related parties
	2024	2023
Group	£’m	£’m
Agito Holdings Limited	3.0	1.9
Sohi Meat Solutions Distribuicao de Carnes SA	3.9	1.6
Sphere Design Limited	–	0.2
Cellular Agriculture Ltd	–	0.4
	6.9	4.1

Amounts owing to related parties at the year-end were as follows:

	Owed to related parties
	2024	2023
Group	£’m	£’m
Agito Holdings Limited	1.0	0.4
Sohi Meat Solutions Distribuicao de Carnes SA	0.5	0.1
	1.5	0.5

Notes to the financial statements

continued

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30 Financial instruments by category

The accounting policies for financial instruments

		2024			2023
	Financial Assets at	Financial Assets at		Financial Assets	Financial Assets at
	Fair Value	Amortised Cost	Total	at Fair Value	Amortised Cost	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m
Assets
Cash and cash equivalents	–	111.9	111.9	–	126.7	126.7
Derivative financial assets	0.1	–	0.1	3.6	–	3.6
Trade and other receivables	–	235.4	235.4	–	264.8	264.8
	0.1	347.3	347.4	3.6	391.5	395.1

			2024			2023
	Financial Liabilities at	Financial Liabilities at		Financial Assets	Financial Liabilities at
	Fair Value	Amortised Cost	Total	at Fair Value	Amortised Cost	Total
Group	£’m	£’m	£’m	£’m	£’m	£’m
Liabilities
Trade and other payables	–	440.6	440.6	–	448.8	448.8
Derivative financial liabilities	3.1	–	3.1	0.2	–	0.2
Borrowings	–	243.3	243.3	–	266.4	266.4
Lease liabilities	–	206.0	206.0	–	226.9	226.9
	3.1	889.9	893.0	0.2	942.1	942.3

Amounts owed to the Company by Group undertakings of £8.6m (2023: £5.7m) are classified as change measures to APMs short-term loan.

31 Alternative Performance Measures

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

The Group considers adjusted results to be an important measure used to monitor how the Group is performing as they achieve consistency and comparability between reporting periods and

management believe they provide useful additional information about the Group’s performance and trends to stakeholders.

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

The Group’s alternative performance measures are presented before other adjusting/exceptional items, amortisation of certain intangible assets and depreciation of fair value adjustments made

to property, plant and equipment acquired through business combinations and the impact of IFRS 16 – Leases.

Adjusted performance measures are reconciled to unadjusted IFRS results on the face of the income statement below with other APMs used by the Group defined in the subsequent glossary.

Notes to the financial statements

continued

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31 Alternative Performance Measures continued

	52 weeks ended	52 weeks ended
	29 December 2024	31 December 2023
	£’m	£’m
Operating profit	98.8	86.1
Add back IFRS 16 depreciation	20.6	18.9
Less: IAS 17 lease accounting	(24.8)	(23.4)
Add back: Amortisation of acquired intangibles and fair value adjustments	9.5	9.5
Other adjusting/exceptional items:
Costs related to the Belgium fire 1	(0.6)	7.7
Insurance proceeds 2	(13.2)	(9.8)
Restructuring costs 3	4.2	4.0
Impairment 4	10.2	2.0
Adjusting items	5.9	8.9
Adjusted operating profit	104.7	95.0
Profit before tax	61.0	48.6
Adjustment to operating profit as above	5.9	8.9
Add back: IFRS 16 interest	8.6	8.5
Other adjusting/exceptional items:
Costs relating to the Belgium fire 1	0.6	–
Adjusting items	15.1	17.4
Adjusted PBT	76.1	66.0
Profit attributable to share holders	39.3	36.4
Adjustments to PBT	15.1	17.4
Tax effect of adjustments to PBT	0.5	(6.6)
Impact on non-controlling interest of adjustments to PBT	(0.2)	–
Adjusting items	15.4	10.8
Adjusted profit attributable to members of the parent	54.7	47.2
Adjusted earnings per share
Basic	61.0	52.8
Diluted	60.4	52.2

Notes to the financial statements

continued

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31 Alternative Performance Measures continued

	52 weeks ended	52 weeks ended
	29 December 2024	31 December 2023
	£’m	£’m
Operating profit	98.8	86.1
Add back: Depreciation, amortisation and impairment	88.3	79.4
EBITDA	187.1	165.5
Add back: IFRS 16 lease accounting	(0.1)	–
Less: IAS 17 lease accounting	(24.8)	(23.4)
Other adjusting/exceptional items:
Costs related to the Belgium fire 1	(0.6)	7.7
Insurance proceeds 2	(13.2)	(9.8)
Restructuring costs 3	4.2	4.0
Adjusting items	(34.5)	(21.5)
Adjusted EBITDA	152.6	144.0

	52 weeks ended	52 weeks ended
	29 December 2024	31 December 2023
	£’m	£’m
Net cash generated from operating activities	124.5	166.9
Net cash used in investing activities	(62.3)	(54.8)
Free cash flow	62.2	112.1
Add back:
Other investments	4.4	2.1
Dividends received from joint venture	(0.6)	(0.5)
Belgium fire	(0.6)	7.7
Belgium fire interest	0.6	–
Insurance proceeds	(13.2)	(9.8)
Restructuring costs	4.2	4.0
Less IAS 17 lease accounting	(24.8)	(23.4)
IFRS 16 interest	8.6	8.5
IFRS 16 working capital adjustment	(1.1)	–
Adjusting items	(22.5)	(11.4)
	39.7	100.7
Add back: Canada growth capex	5.7	–
Adjusted free cash flow	45.4	100.7

Notes to the financial statements

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31 Alternative Performance Measures continued

Segmental operating profit reconciles to adjusted segmental operating profit as follows:

	UK&I	Europe	APAC	Central	Total
52 weeks end 29 December 2024	£’m	£’m	£’m	£’m	£’m
Operating profit	44.5	37.9	33.3	(16.9)	98.8
Add back IFRS 16 depreciation	3.5	6.5	10.5	0.1	20.6
Less: IAS 17 lease accounting	(3.2)	(7.5)	(14.0)	(0.1)	(24.8)
Add back: Amortisation of acquired intangibles and fair value adjustments	5.1	4.4	–	–	9.5
Other adjusting/exceptional items:
Costs related to the Belgium fire 1	–	(0.6)	–	–	(0.6)
Insurance proceeds 2	–	(13.2)	–	–	(13.2)
Restructuring costs 3	1.0	3.1	–	0.1	4.2
Impairment 4	–	10.2	–	–	10.2
Adjusting items	6.4	2.9	(3.5)	0.1	5.9
Adjusted operating profit	50.9	40.8	29.8	(16.8)	104.7
	UK&I	Europe	APAC	Central	Total
52 weeks end 31 December 2023	£’m	£’m	£’m	£’m	£’m
Operating profit	29.2	35.1	33.5	(11.7)	86.1
Add back IFRS 16 depreciation	3.2	4.1	11.5	0.1	18.9
Less: IAS 17 lease accounting	(3.8)	(4.7)	(14.8)	(0.1)	(23.4)
Add back: Amortisation of acquired intangibles and fair value adjustments	5.1	4.4	–	–	9.5
Costs related to the Belgium fire 1	–	7.7	–	–	7.7
Insurance proceeds 2	–	(9.8)	–	–	(9.8)
Restructuring costs 3	1.8	2.1	–	0.1	4.0
Dalco Impairment 4	–	2.0	–	–	2.0
Adjusting items	6.3	5.8	(3.3)	0.1	8.9
Adjusted operating profit	35.5	40.9	30.2	(11.6)	95.0

Notes to the financial statements

continued

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31 Alternative Performance Measures continued

Other adjusting/exceptional items

Notes:

Costs related to the Belgium fire

In June 2021, the Group’s facility in Belgium suffered an extensive fire. A provision was established to account for the anticipated costs in customer settlements and related costs. Following the

resolution of the outstanding balance, a surplus of £0.6 million has been recognised. This amount is classified as an adjusting/exceptional item, consistent with the original treatment.

Legal claims have been made against the Group in connection with the fire; however, at the year end, the Group considers the likelihood of incurring financial liabilities as a result of them

is remote following consultation with our solicitors.

Insurance Proceeds

In December 2023, the Group received an interim insurance payment of £9.8m related to the fire insurance claim. A final insurance payment of £13.2m was received in July 2024

in respect of property damage and business interruption, making the entire insurance proceeds received £23m. An exceptional tax of £4.9m charge has been recognised in respect to the

insurance proceeds.

Restructuring Costs

During the period, other adjusting/exceptional restructuring costs of £4.2m (2023: £4.0m) have been recognised by the Group. These costs resulted from ongoing efficiency, inventory

write-off and restructuring programs resulting in redundancies at a number of facilities operated by the Group. An exceptional tax credit of £0.8m has been recognised in respect of these costs.

An exceptional tax credit of £1.2m has been recognised in respect of the reorganisation costs.

Impairment

An impairment loss of £9.8m on goodwill has been recognised in 2024 reflecting a reduction in the recoverable amount of the related assets. The reduction in goodwill is primarily due to

changes in market conditions and the impact of the ongoing reorganisation of the business, which have affected the expected future cash flows. Following this impairment, the carrying value

of goodwill has been reduced from £9.8m to £3.4m. The adjustment has been made in line with the requirements of IAS 36 – Impairment of Assets, ensuring that the balance sheet reflects the

accurate and fair value of the Group’s assets.

An additional impairment value of £0.4m (2023: £1.2m) has been taken in respect of property, plant and equipment.

Notes to the financial statements

continued

Hilton Food Group PLC Annual Report and Financial Statements 2024 185Overview

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Alternative Performance Measures

In the reporting of financial information, the Group uses certain measures that are not required under IFRS. These additional measures (commonly referred to as APMs) provide additional

information on the performance of the business and trends to stakeholders. These measures are consistent with those used internally and are considered important to understanding the

financial performance and financial health of the Group. APMs are considered to be an important measure to monitor how the businesses are performing because this provides a meaningful

comparison of how the business is managed and measured on a day-to-day basis and achieves consistency and comparability between reporting periods.

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

APM Definition and purpose

Constant currency The Group uses GBP based constant currency models to measure performance. These are calculated by applying 2024 52 weeks average exchange

rates to local currency reported results for the current and prior periods. This gives a GBP denominated Income Statement which excludes any

variances attributable to foreign exchange rate movements.

Free cash flow Free cash flow represents cash generated from operating activities less cash flows from investing activities.

This measure provides additional useful information in respect of cash generation and is consistent with how business performance is

measured internally.

Adjusted free cash flow Adjusted free cash flow represents cash generated from operating activities less cash flows from investing activities excluding other adjusting/

exceptional items, amortisation of certain intangible assets and depreciation of fair value adjustments made to property, plant and equipment

acquired through business combinations and the impact of IFRS 16 – leases.

Net bank debt Net bank debt represents borrowings excluding lease liabilities less cash equivalents.

Net bank debt is one measure that could be used to indicate the strength of the Group’s balance sheet position and is a useful measure of the

indebtedness of the Group.

Adjusted net finance costs Adjusted net finance costs represents finance costs excluding exceptional items and lease interest.

Net finance costs is borrowing costs and other costs that are incurred in connection with the borrowing of funds less interest received from banks for

the deposit of funds.

Adjusted taxation charge Taxation charge excluding adjusting items. Adjusting measures are reconciled to statutory measures by removing adjusting items, the nature of

which are disclosed in note 31.

Effective adjusted tax rate The income tax charge for the Group excluding adjusting tax items, and the tax impact of adjusting items, divided by adjusted profit before tax.

This measure is a useful indicator of the ongoing tax rate for the Group.

Return on capital employed (ROCE) Annualised 12 month adjusted operating profit divided by average opening and closing capital employed representing total equity adjusted for net

bank cash/debt, leases, derivatives and deferred tax.

Glossary

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We’re leveraging cutting-edge

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across the supply chain to deliver

end-to-end efficiencies and drive

continuous improvement.

Additional

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Registered office and advisors

Registered office:

2–8 The Interchange

Latham Road

Huntingdon

Cambridgeshire

PE29 6YE

Advisors:

Corporate brokers

Deutsche Numis

45 Gresham Street

London

EC2V 7BF

Shore Capital and Corporate Limited &

ShoreCapital Stockbrokers Limited

Cassini House

57 St James’s Street

London

SW1A 1LD

Legal advisor:

Taylor Wessing LLP

5 New Street Square

London

EC4A 3TW

Independent auditors:

Deloitte LLP

1 Station Square

Cambridge

CB1 2GA

Registrar:

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Financial Public Relations:

Headland Consultancy Limited

3rd Floor (North East)

One New Change

London

EC4M 9AF

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