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Annual Report and
Financial Statements
2025
Meals that
matter,
shaped
by us
Annual Report and
Financial Statements
Meals that
matter,
shaped
by us
Contents
01 10 75 133
Overview
Meals that matter, shaped by us 01
Hilton Foods at a glance 06
2025 overview 08
View our
2025 Annual
Report and
Financial
Statements
online.
Strategic Report
Executive Chair’s introduction 11
Business model 14
Our strategy 16
Performance and
financial review
23
Risk management
and principal risks
29
Stakeholder engagement
(Section 172)
37
Sustainability 42
Financial Statements
Consolidated income statement 134
Consolidated statement
of comprehensive income
135
Consolidated and Company
balance sheet
136
Consolidated and Company
statement of changes in equity
138
Consolidated and Company
cash flow statement
140
Notes to the financial
statements
142
Glossary 201
Registered office and advisors 202
Governance
Our Board 76
Governance at a glance 78
Board activities 80
Corporate governance
statement
82
Report of the Audit Committee 86
Report of the Nomination
Committee
90
Directors’ remuneration report 94
Directors’ report 119
Statement of Directors’
responsibilities
122
Independent auditor’s report 123
Meals that
matter,
shaped
by us
With international reach and local expertise,
we’re the reason quality food makes it to
tables around the world. You might not
see us on the label, but we’re behind the
consistency, quality and innovation that puts
products on the shelves of leading retailers
around the world. We’re a driving force
inthefood industry, delivering real value
for our customers. It’s work that matters –
essential, dynamic and full of purpose.
Overview Strategic Report Governance Financial Statements 01Hilton Food Group plc Annual Report & Financial Statements 2025
Find out more about our multi-category offer on page 19.
Hilton Foods are behind the meal on your table,
or in your neighbour’s fridge. We supply food to
millions through our retail partners, both near and far.
From operations to engineering, our people work
with care, dedication and determination. There’s
purpose behind every product, because great food
doesn’t happen by accident. It’s crafted, tested and
trusted – every day.
We’re delivering affordable choices by
innovating everyday products, combining
consumer insight, product development
expertise and efficient facilities. We’re making
quality food more accessible to every budget.
Food for millions,
shaped by us
02
quality food more accessible to every budget.
Hilton Food Group plc Annual Report & Financial Statements 2025 02Overview Strategic Report Governance Financial Statements
Quality you trust,
shaped by us
From warehouse operations to data analytics
to product innovation, our teams work
together with one shared goal: delivering
quality food to millions across every
country we serve.
Find out more about our people on page 22.
Each of our sites is powered by local talent
and team spirit, strengthened by our trusted
reputation as an international leader on an
exciting growth journey. The culture we’ve built
belongs to all of us, creating a company we’re
proud to be part of.
quality food to millions across every
Hilton Food Group plc Annual Report & Financial Statements 2025 03Overview Strategic Report Governance Financial Statements
Products for
all occasions,
shaped by us
We’re producing a broad range
of relevant products, from everyday
staples to special-occasion
favourites ensuring everyone
can enjoy food that fits their
needs, occasions and lifestyle.
Find out more about where we operate on page 07.
Our local facilities combine automation with craftsmanship,
creating everything from everyday essentials to special-
occasion favourites, all with quality and affordability at their
core. By staying close to consumer trends, we stay ready for
whatever customers need next.
Hilton Food Group plc Annual Report & Financial Statements 2025 04Overview Strategic Report Governance Financial Statements
We partner across the supply chain
to advance more sustainable food
production. Together, we’re shaping
a food system that supports people,
product and the planet for generations
to come.
Find out more about sustainability on page 42.
We’re breaking down silos and strengthening
how we communicate and deliver our sustainability
priorities across the business. At the foundation of our
approach are Partnerships, Standards, Transparency
and Governance, keeping our progress robust,
consistent and aligned with our long-term goals.
Stronger supply
chains, shaped by us
05
We partner across the supply chain
to advance more sustainable food
production. Together, we’re shaping
a food system that supports people,
product and the planet for generations
and strengthening
how we communicate and deliver our sustainability
priorities across the business. At the foundation of our
approach are Partnerships, Standards, Transparency
and Governance, keeping our progress robust,
consistent and aligned with our long-term goals.
chains, shaped by us
Hilton Food Group plc Annual Report & Financial Statements 2025 05Overview Strategic Report Governance Financial Statements
Hilton Foods at a glance
Our diversified food and supply
chain services business
Vegan and vegetarian
Meat substitute products
ranging from cutlets to kievs
Easier meals
Slow-cooked, ready-to-cook
or ready-to-eat prepared foods
Supply chain services
Sortation and logistics services
Seafood
Responsibly and sustainably sourced
Meat
High quality, efficiently processed, expertly packed
Hilton Foods at a glance
Hilton Food Group plc Annual Report & Financial Statements 2025 06Overview Strategic Report Governance Financial Statements
Hilton Foods at a glance
continued
Delivering innovative solutions
from our global operations
Australia
New Zealand
Portugal
United Kingdom
Denmark
Sweden
Netherlands
Central Europe
Greece
Saudi Arabia
Ireland
Canada
full launch
early 2027
JV launching
H2 2026
£99.2m
capital investment
in 2025
21
markets served
internationally
7,400
people globally
21
facilities
Hilton Food Group plc Annual Report & Financial Statements 2025 07Overview Strategic Report Governance Financial Statements
2025 overview
Financial highlights
We delivered a resilient
financial performance
in2025, against a
backdrop of high raw
material cost inflation.”
Mark Allen OBE
Executive Chair
£4.2bn
*
(2024: £3.8bn)
Group revenue up 11.9%
onaconstant currency basis,
drivenby significant raw
material price inflation
£99.3m
(2024: £104.7m)
Adjusted operating
profit down 5.2%
£124.2m
(2024: £183.8m)
Cash flow
generated from
operations
56.0p
(2024: 61.0p)
Adjusted basic earnings
per share down 8.2%
523,379t
*
(2024: 522,457t)
Volume growth
of 0.2%
£90.2m
*
(2024: £94.9m)
Statutory operating
profitdown5.0%
35.0p
(2024: 34.5p)
Proposed final dividend
of 24.9p, taking total
dividend for 2025 to 35.0p
87.8p
(2024: 43.7p)
Basic earnings
per share up 100.9%
Adjusted operating profit (£m)
2
025
99.3
2
024
104.7
2
023
95.0
2
022
71.1
2
021
73.6
Net bank debt (£m)
2
025
126.7
2
024
131.4
2
023
139.7
2
022
211.6
2
021
84.6
Revenue
*
(£m)
2
025
4214.6
2
024
3821.4
2
023
3821.6
2
022
3689.5
2
021
3278.5
* Excludes Fairfax Meadow, following its sale in September 2025.
Hilton Food Group plc Annual Report & Financial Statements 2025 08Overview Strategic Report Governance Financial Statements
Growing our
global footprint
2
4
Expanding our
multi-category offer
Building further
expertise as a supply
chain partner
Leverage technology
as a driver of value
95%
of our primary
protein suppliers are
now human rights
risk assessed
Launch of
our global health
and safety strategy
82%
of high-risk suppliers
are now audited
to ethical standards
36%
reduction in Scope 1
and 2 emissions
A
score for
climate change
33%
reduction in Scope
3 emissions
People
Planet
Product
33%
reduction in
food waste
80%
renewable electricity
54%
recycled content in
all plastic packaging
▶ We leverage our strengths
in food processing, innovation,
quality, service and value to
accelerate growth.
▶ Through 2025, we made good
progress and remain on schedule
to launch our joint venture with
NADEC in Saudi Arabia and our
new facility in Canada.
▶ 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 2025, against a challenging
inflationary environment, we
developed new product ranges
focusing on consumer affordability
and strong value product offerings.
▶ Strengthening our role as a
supply chain expert enables
us to positively impact food
supply chains.
▶ In 2025, we safeguarded
product availability in white fish
and red meat for customers,
while accelerating emissions
reduction and more sustainable
packaging solutions.
▶ We are leveraging automation
and specialist food systems to
enhance efficiency, reduce labour
reliance and drive value across
the value chain.
▶ In 2025, we realised value through
external investment in Foods
Connected, while we are also
commencing roll-out of a new
ERP system.
Delivering against our objectives
1
3
Read more on page 18.
Read more on page 19.
Read more on page 20. Read more on page 21.
2025 overview
continued
Strategic highlights Sustainable Protein Plan highlights
Hilton Food Group plc Annual Report & Financial Statements 2025 09Overview Strategic Report Governance Financial Statements
Executive Chair’s introduction 11
Business model 14
Our strategy 16
Performance and financial review 23
Risk management and principal risks 29
Stakeholder engagement (Section 172) 37
Sustainability 42
Strategic
Report
Overview Strategic Report Governance Financial Statements Hilton Food Group plc Annual Report & Financial Statements 2025 10
Executive Chair’s introduction
Building on our strengths
to deliver meals that matter
A year in review
Against a backdrop of sustained input
cost inflation, Hilton Foods delivered
resilient underlying performance from
its core meat businesses in 2025. We saw
stable demand overall and seasonal peak
trading was robust, highlighting the
strength of our customer partnerships
Revenue from continuing operations
was up 10.3% reflecting the inflationary
environment and adjusted profit before
tax from continuing operations was
down 1.0% on a constant currency basis.
We continued to navigate external
pressures with focus and discipline,
although market conditions for our UK
seafood business Seachill, our smoked
salmon business, Foppen and our
vegetarian business, Dalco remain
challenging. Specific to Foppen,
regulatory restrictions on smoked salmon
exports from Greece to the United
States resulted in material exceptional
items. These related to incremental costs
of maintaining supply to our customers
and a write-off of inventory.
We have now delivered successful
contract renewals in the Netherlands and
Denmark, and the development of our
new facilities in Canada and Saudi Arabia
remain on schedule.
We also realised tangible value through
active portfolio management. We sold
down an interest in the supply chain
software business, Foods Connected,
crystallising value, while retaining a
minority interest to benefit from future
growth. In addition, the sale of Fairfax
Meadow, the UK’s leading meat supplier
to the food service sector, further
streamlined the Group and sharpened
our focus on our core retail operations.
Strategic review
The case studies shared within this report
reflect the ongoing strategy in 2025 and
are also consistent with the conclusions
from our detailed strategic review to
determine our focus from 2026 to 2030.
Its completion in early 2026 marked an
important milestone and importantly,
it reaffirmed the strength and
defensibility of our core retail meat
business as the foundation of our
performance. The review also clarified
where our future growth focus and
capital will be concentrated, with the
identification of clear opportunities
for margin-enhancing growth in fresh
prepared food categories in under-served
international markets. This includes
initial plans to expand our facilities in
Central Europe, alongside continued
geographical expansion.
This growth will be underpinned by
a reinforced disciplined capital allocation
framework. Investment will be prioritised
in areas aligned to our core capabilities,
as we seek to drive operational efficiency
and deliver selective market expansion.
To support delivery of our strategy,
a new organisational structure and
strengthened leadership team is in place.
This includes the creation of two Chief
Operating Officer roles focused on our
core meat and fresh prepared food
businesses in the newly formed East and
West regions. Those businesses that have
limited synergy with our core capabilities,
specifically Seachill, Foppen and Dalco,
will sit outside this structure and all have
concentrated improvement plans to
increase our strategic optionality.
The outcomes of the review and our
strengthened leadership structure
provide a clear roadmap to guide
performance, investment decisions and
sustainable value creation through 2026
and beyond.
Hilton Foods delivered
resilient underlying
performance in 2025
and the outcomes of our
strategic review will result
in a sharper focus on our
core strengths.”
Mark Allen OBE
Executive Chair
Hilton Food Group plc Annual Report & Financial Statements 2025 11Overview Strategic Report Governance Financial Statements
Executive Chair’s introduction
continued
Capital allocation framework
and medium-term targets
Our capital allocation framework remains
disciplined and aligned to long-term
value creation. We will continue to
prioritise investment in our core meat
and fresh prepared food activities to
improve operational efficiency and
expand capacity where required.
We will also look to invest in selective
geographic expansion to accelerate
growth, using our investment in Canada
as a framework, all while maintaining an
appropriately prudent balance sheet.
The Board also remain committed to
a progressive dividend policy. The Group
has recommended a 2025 final dividend
of 24.9p per ordinary share, which
together with the interim dividend
of 10.1p results in a 1.4% increase in
the full-period dividend per ordinary
share to 35.0p.
We expect our refreshed strategy
to deliver mid-single-digit adjusted
operating profit growth from our existing
core operations per year on average,
in addition to cash conversion of 100% on
average and average return on capital
employed greater than 20%.
Sustainability
Sustainability remains integral to our
strategy and a key customer priority.
We work closely with our customers
and collaborate across the supply chain
to strengthen responsible sourcing,
enhance operational efficiency and
reduce waste, embedding sustainable
practices throughout our value chain.
As we conclude our 2025 Sustainable
Protein Plan, we have taken the
opportunity to evolve and simplify our
sustainability framework to increase
clarity, accountability and impact.
Our refreshed approach is built around
two core pillars of People and Planet
reflecting a more holistic model that fully
integrates our product ambitions within
these priorities.
This evolution simplifies how we
set priorities, measure progress and
communicate our commitments,
while ensuring we deliver meaningful,
long-term impact for our stakeholders.
People, culture and leadership
Our 2025 performance reflects
the dedication, resilience and
adaptability of our colleagues across
all geographies. In a period marked
by sustained inflationary pressures,
operational disruption and evolving
customer demands, our teams
responded with professionalism,
agility and a clear focus on delivery.
Hilton Food Group plc Annual Report & Financial Statements 2025 12Overview Strategic Report Governance Financial Statements
During the period, Steve Murrells CBE
stepped down as Group Chief Executive
Officer. As part of this transition, and to
support delivery of our strategic priorities,
we have now strengthened our senior
leadership structure. Further detail on
this transition and my role as Executive
Chair can be found on page 91 in the
Governance section of this report. I was
delighted to welcome Samy Zekhout and
Melanie Chambers into their expanded
roles as Chief Operating Officers.
Their operational expertise, alongside
the broader Executive Leadership Team,
strengthens accountability, execution
and alignment across the Group.
The Board is confident that this enhanced
leadership capability and focus
positions us to address current
challenges decisively, while capturing
future growth opportunities.
Executive Chair’s introduction
continued
We remain committed to developing
talent, deepening succession and
fostering a culture of accountability
and continuous improvement.
Outlook
We continue to operate against an
environment of persistent input cost
pressures, although performance from
our core meat and fresh prepared food
businesses has remained resilient in
the early part of 2026. The impacts have
continued to be felt more keenly in our
European fish businesses. In addition,
we expect ongoing restrictions on
salmon exports from Greece to the
United States to remain in place for
at least the first half of 2026.
Against an uncertain backdrop, we are
delivering transformation and profit
improvement initiatives across the Group
to enhance resilience and returns.
Our confidence in the Group’s longer-
term prospects has been strengthened
by the clarity provided through our
strategic review. While there are short-
term challenges, Hilton Foods’ success is
built on trusted partnerships, operational
excellence and disciplined execution.
With a strengthened leadership team
and sharper strategic focus, we are
well positioned to navigate current
headwinds and deliver sustainable
long-term value for all stakeholders.
Mark Allen OBE
Executive Chair
30 March 2026
35.0p
2025 full period dividend
per ordinary share
1.4%
Increase in full
period dividend per
ordinary share
Against an uncertain backdrop, we are
delivering transformation and profit
improvement initiatives across the Group
to enhance resilience and returns.
Our confidence in the Group’s longer-
term prospects has been strengthened
by the clarity provided through our
strategic review. While there are short-
term challenges, Hilton Foods’ success is
built on trusted partnerships, operational
excellence and disciplined execution.
With a strengthened leadership team
and sharper strategic focus, we are
well positioned to navigate current
headwinds and deliver sustainable
long-term value for all stakeholders.
Hilton Food Group plc Annual Report & Financial Statements 2025 13Overview Strategic Report Governance Financial Statements
Business model
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
21 international markets
Leading retailers
Brands
Co-manufactured
products in line with
their brand and needs.
Manufacturers
Supply chain services
including enhanced services
for our food customers such
as store order picking and
other services.
We provide integrated supply chain services, including food processing, production and sortation.
These deliver efficiencies through our market leading technology and automation capability.
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.
We integrate
Hilton Food Group plc Annual Report & Financial Statements 2025 14Overview Strategic Report Governance Financial Statements
Business model
continued
Creating value for
all our stakeholders
Investment in supply chain
services deliver efficiencies
and end-to-end supply
chain optimisation
End-to-end supply
chain management
software for food
safety, compliance,
procurement and CSR.
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.
Our competitive advantages
Well-invested,
efficient facilities
Expanding
international reach
Sustainable
Protein Plan
The value we create
Our consumers
54%
of our packaging is now
recycled, helping consumers
make more sustainable
product choices
Our people
80%
colleague safety index score,
improved period on period
following the launch of our
safety culture Destination
Zero campaign
Our investors
1.4%
dividend increase
Our environment
33%
reduction in Scope 3
emissions
Our customers
£99.2m
strategic investment in our
core business and production
capacity to support growing
customer demand
Our suppliers
95%
of our primary protein
suppliers are now human
rights risk assessed
Our communities
GOLD
award from Grocery Aid
for our support of their
fantastic charity
Read more about our
stakeholders on pages
37 to 41.
Quality, relevant
food products
Read more on page 21.
Read more on page 18.
Read more on pages
46 to 48.
Read more on page 19.
Hilton Food Group plc Annual Report & Financial Statements 2025 15Overview Strategic Report Governance Financial Statements
We aim to achieve long-term, sustainable customer andshareholder value through our strategic objectives.
Growth and success
through partnership
Our strategy: Introduction
1 2 43
Our purpose is to deliver growth
and success through partnership.
This defines our actions, informs
our decisions, and guides the
delivery of our strategy.
We partner with leading retail
and foodservice customers to
produce high quality food products
at scale that consumers desire.
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 weuse, and are continually
developing our product ranges
tobest meet consumer needs.
We deliver growth through creating
efficiency and flexibility in the food
supply chain as an international
food processor and a supply chain
service specialist.
Our strategy continues to support our customers’ brands and their development through our unique category
offer in their local markets. This approach, combined with a strong reputation, well invested modern facilities
and a robust balance sheet, has generated growth over many years.
Our purpose Our strategy
2025 strtegic objectives
Expanding our
multi-category offer
Read more on page 19.
Building further
expertise as a supply
chain partner
Read more on page 20.
Growing our global
footprint
Read more on page 18.
Leveraging technology
asa driver of value
Read more on page 21.
Hilton Food Group plc Annual Report & Financial Statements 2025 16Overview Strategic Report Governance Financial Statements
Growth and
success through
partnership
Ambitious
Collaborative
Responsible
Innovative
Agile
S
t
r
a
t
e
g
i
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Supply chain services
SeafoodMeat
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s
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a
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a
b
l
e
P
r
o
t
e
i
n
P
l
a
n
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
P
e
o
p
l
e
P
l
a
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t
P
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o
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t
Vegan and
vegetarian
Easier
meals
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.
We are market leading experts in
the categories where we operate.
We enter new categories by
acquiring expert organisations
with a proven category focus.
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.
How we deliver
our strategy
Our strategy: Introduction
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 17Overview Strategic Report Governance Financial Statements
What this means
We will drive strategic growth by expanding our global footprint,
strengthening partnerships with existing and new customers, and
entering high-potential markets via joint ventures offering long-term
opportunities. Leveraging our strengths in food processing, innovation,
quality, service and value, we will create competitive advantage for
customers. Success comes from entering local markets effectively and
establishing highly automated facilities that deliver exceptional, high
quality product offerings worldwide.
Progress in 2025
Our multifunctional teams are working closely with customer contacts
and suppliers in Canada and Saudi Arabia to ensure facilities are
operational on schedule. At the same time, we are developing best-fit
product ranges and packaging tailored to local consumer needs, with
concepts progressing through rigorous new product development trials
and validation processes.
Looking forward
We remain on track to launch in Saudi Arabia in H2 2026 and to launch
in Canada in early 2027, while exploring further sustainable expansion.
Growing our
globalfootprint
Through collaboration
with local experts,
we’ve crafted an offer
that combines the
right range, quality,
and freshness,
communicated through
clear, compelling
packaging and
messaging.”
Sarah Adamson
Market, Strategy
and Planning Director
Launch in Canada in
2027
Link to our values
Working closely with NADEC, we are
co-developing retail-ready pre-packed
product ranges for their brand and customers,
addressing diverse consumer needs.
This collaboration strengthens our joint
capabilities, enhances market insight, and
positions both businesses to capture
long-term growth opportunities, while
delivering innovative, locally relevant solutions.
Expanding into Saudi Arabia
Our multifunctional teams are working closely with customer contacts
and suppliers in Canada and Saudi Arabia to ensure facilities are
operational on schedule. At the same time, we are developing best-fit
product ranges and packaging tailored to local consumer needs, with
concepts progressing through rigorous new product development trials
and validation processes.
Looking forward
We remain on track to launch in Saudi Arabia in H2 2026 and to launch
in Canada in early 2027, while exploring further sustainable expansion.
Our strategy: Pillar 1
Hilton Food Group plc Annual Report & Financial Statements 2025 18Overview Strategic Report Governance Financial Statements
Expanding our
multi-category offer
What this means
We will drive growth by leveraging our multi-category
expertise and existing range architecture to innovate, close
white space, strengthen customer relationships, expand
market presence, meet consumer needs and elevate products.
Progress in 2025
In 2025, we focused on maintaining product affordability for
customers and consumers. We assessed the future of each
category to identify long-term value, re-architected ranges,
and launched mixed-protein reformed products. The new
products included mince, burgers, meatballs and sausages
across European markets facing high beef inflation, supporting
value, customers, and competitiveness.
Looking forward
Our strategic review reinforced the resilience and competitive
strength of our core retail meat business as the engine of
performance. It also sharpened our capital allocation priorities,
targeting margin-accretive growth in underpenetrated fresh
food categories across international markets, including our
Central European facilities.
This investment
strengthens our Central
European platform,
expands fresh food
capacity, and delivers
disciplined, margin-
accretive growth aligned
with our long-term
strategic priorities.”
Melanie Chambers
COO East
Link to our values
Following our strategic review, we
identified fresh foods in underdeveloped
markets as a compelling margin-accretive
growth opportunity. We are, therefore,
investing in our Polish facilities to expand
capacity in ready meals and fresh
ready-to-eat categories. Serving Central
Europe, this investment enhances
efficiency, strengthens competitive
positioning, and delivers attractive
returns within our disciplined capital
allocation framework.
Expanding capacity
infresh foods
Our strategy: Pillar 2
Overview Strategic Report Governance Financial Statements Hilton Food Group plc Annual Report & Financial Statements 2025 19
Our strategy: Pillar 3
Building further
expertise as a supply
chain partner
What this means
By deepening our supply chain expertise, we influence critical food
chain stages, drive innovation, optimise operations, and mitigate risks.
Enhancing availability, quality and cost, we meet evolving consumer
demands, strengthen supply security, boost competitiveness and
deliver sustainable, long-term growth.
Progress in 2025
This year, we strengthened our expertise as a supply chain partner by
developing alternative sourcing locations for key white fish species and
launching steak ranges leveraging imported beef to enhance availability
and value. Through end-to-end collaboration, we also advanced
packaging improvements and progress in our sustainability targets
across our supply chain network.
Looking forward
Building further on our supply chain expertise, we will continue
shaping key food chain stages, driving innovation, and optimising
operations. With growing emphasis on supply security and
global sourcing, we aim to enhance availability, quality and
cost-efficiency across all markets, meeting evolving
consumer needs, while supporting
sustainable, long-term growth.
By taking an end-to-end
supply chain lens, we
leverage our position
to create shared value,
delivering meaningful
benefits for partners
both upstream and
downstream.”
Mario Jacobs
MD Hilton Foods ANZ
Reducing our environmental
footprint in Australia
consumer needs, while supporting
sustainable, long-term growth.
Hilton Foods Australia’s leadership in optimising
mince tray sizes shows how targeted local
actions can deliver end-to-end supply chain
benefits. By reducing packaging dimensions
and material usage while increasing recycled
plastic content, we help consumers choose
products that use less plastic and have a lower
environmental footprint across the entire
supply chain – from tray supplier to retail shelf.
This approach enhances product availability,
supports a circular economy, and advances our
commitment to more sustainable protein.
Link to our values
Overview Strategic Report Governance Financial Statements 20Hilton Food Group plc Annual Report & Financial Statements 2025
Our strategy: Pillar 4
What this means
We will leverage our technology stack including cloud supply chain
software, automation, line-agnostic interfaces, and specialist food ERP
to create internal and external value. By addressing critical food sector
challenges, we unlock opportunities to commercialise solutions with
non-competitive partners, expand market reach and meet evolving
industry needs.
Progress in 2025
We continue to leverage technology as a driver of value, highlighted
by external investment in Foods Connected, realising the strength and
value created within that platform. Alongside advancing automation,
we have commenced deployment of a new global ERP system,
launching in Canada before phased implementation across the
wider business.
Looking forward
Digitalising the supply chain and deploying automation will continue
to be central to efficient operations, reducing waste, managing labour
costs, and enhancing sustainability. Building on the success of Foods
Connected, we will continue to expand and unlock the value created
from our technology venture assets.
Leveraging technology
asadriver of value
Link to our values
As part of our strategy to drive value through
technology, we divested the majority of our share
in Foods Connected, our cloud-based supply
chain platform. This realises embedded value,
accelerates growth, and strengthens digital
supply chain solutions, while retaining a
significant stake to unlock further commercial
opportunities and reinforce our competitive
advantage. Following the transaction,
Hilton Foods owns 26.3% of the business.
Realising value built
in Foods Connected
This strategic investment
strengthens Foods
Connected, enhancing
value for customers,
supporting our core food
business, and enabling
growth. I look forward to
advancing the platform
with the Apax team.”
Pat Tracey
Chief Technology
Officer & Tech
Ventures Director
Overview Strategic Report Governance Financial Statements Hilton Food Group plc Annual Report & Financial Statements 2025 2121
Our strategy: People
Our People Strategy focuses on three priorities that support the
Group’s transformation agenda and long-term performance:
Growing
together
Great people
in every role
We are strengthening leadership capability,
succession pipelines and critical skills
to ensure we have the talent required
to support the Group’s future growth.
This includes developing our leaders,
building capability in key areas and
creating clearer career pathways across
the organisation.
Working
smarter
Driving effective,
efficient, high-
performance
We are simplifying how we operate
to improve clarity, accountability and
effectiveness. Through more consistent
organisational structures, clearer
performance expectations and better use
of data and technology, we are enabling
teams to focus on the activities that deliver
the greatest value.
Caring for
what counts
Creating a
safe, engaging,
inclusive
workspace
We are committed to maintaining a safe
and inclusive working environment where
people feel respected, supported and
able to perform at their best. This includes
maintaining high standards of health and
safety, fairness, wellbeing and inclusion,
while reinforcing a culture of accountability,
collaboration and continuous improvement.
Together, these priorities support the Group’s transformation agenda
by strengthening organisational capability, improving execution
discipline and enabling more consistent performance across
the business.
Our focus is simple: build
the capability we need,
simplify how we work and
create an environment
where people can
perform safely and at
their best. By growing
our people, working
smarter together and
caring for what matters,
we are strengthening the
foundations required to
deliver our strategy.”
Lizzie Downes
Chief People and
Transformation Officer
During the period we established our first
Group-wide People Strategy, providing a clear
framework for strengthening organisational
capability and supporting delivery of the
Group’s long-term strategy.
As the business continues to evolve, consistent
ways of working, strong leadership capability
and clear accountabilities are increasingly
important to enable effective execution globally.
Building the capability,
ways of working and culture
to support consistent
performance across the Group
important to enable effective execution globally.
Our people strategy builds leadership,
skills and culture to deliver for customers
and create sustainable shareholder value.”
Mark Allen OBE
Executive Chair
Hilton Food Group plc Annual Report & Financial Statements 2025 22Overview Strategic Report Governance Financial Statements
Performance and financial review
Resilient performance from core meat businesses
with profit impacted by seafood challenges
Summary of Group
financialperformance
Hilton Foods delivered
broadly stable volume, with
revenue from continuing
operations up 10.3% against
an inflationary backdrop.
Adjusted operating profit
from our core meat and fresh
prepared food businesses
was slightly up. However,
total adjusted profit before
tax was down 3.8% to £73.2m,
with lower volumes due
to high input cost inflation
impacting our UK seafood
business in particular.
Total profit before tax was up 46.9% to
£89.6m. This includes material gains on
disposal related to the divestments of
Fairfax Meadow and Foods Connected.
These were partially offset by the impact
of material adjusting/exceptional costs,
with ongoing regulatory restrictions
on exports from our Foppen facility in
Greece to the United States resulting
in inventory write-offs and additional
costs associated with moving production
to the Netherlands and ensuring
continuity of supply to customers.
Net bank debt improved slightly
compared to the start of the period.
This included the impacts of working
capital investment and elevated capital
expenditure levels as we continue with
the build of our new facility in Canada.
These were offset by the impact of
proceeds from the disposals of Fairfax
Meadow and a stake in Foods Connected,
which also resulted in significant
adjusting/exceptional gains on disposal.
We delivered solid
performance in 2025,
demonstrating the
resilience of our core
meat business model.”
Matt Osborne
Chief Financial Officer
Basis of preparation
The Group is presenting its results for
the 52 weeks period ended 28 December
2025, with comparative information for
the 52 weeks period ended 29 December
2024. 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. A reconciliation of these
APMs to the nearest IFRS measures
is presented in note 34.
impacting our UK seafood
business in particular.
2025 Financial performance
Revenue from
continuing operations Change
Adjusted operating profit
from continuing operations Change
2025 2024 Reported
Constant
currency 2025 2024 Reported
Constant
currency
UK & Ireland £1,509.9m £1,299.0m 16.2% 16.1% £37.5m £45.3m (17.2)% (17.2)%
Europe £1,154.7m £1,059.0m 9.0% 6.6% £43.0m £40.8m 5.4% 3.3%
APAC £1,550.0m £1,463.4m 5.9% 12.0% £29.7m £29.8m (0.3)% 5.5%
Central costs – – – – £(15.1)m £(16.8)m – –
Group £4,214.6m £3,821.4m 10.3% 11.9% £95.1m £99.1m (4.0)% (3.2)%
Hilton Food Group plc Annual Report & Financial Statements 2025 23Overview Strategic Report Governance Financial Statements
Performance and financial review
continued
Revenue growth* (%)
10.3% 2024: 0.0%
Period on period revenue growth expressed
asapercentage. The 2025 increase mainly reflects
the impact of raw material price inflation in all
our markets.
Adjusted operating profit margin*
(pence per kg)
18.2p 2024: 19.0p
Adjusted operating profit per kilogram processed
and sold in pence. The reduction in 2025 mainly
reflects the lower profitability of the Group.
Net debt/EBITDA ratio (times)
0.9 2024: 0.9
Period-end net bank debt as a percentage of
adjusted EBITDA. The ratio remained unchanged
in 2025 despite slightly lower EBITDA, with net
bank debt broadly flat despite the decrease in free
cash flow.
Adjusted operating profit margin* (%)
2.3% 2024: 2.6%
Adjusted operating profit expressed as a
percentageof turnover. The reductionin2025
mainlyreflectschallenging market conditions
forour UK seafood business.
Adjusted earnings before interest,
taxation, depreciation and
amortisation (EBITDA)* (£m)
£142.6m 2024: £146.4m
Adjusted operating profit before depreciation and
amortisation. The reduction in 2025 mainly reflects
the lower profitability of the Group.
Return on capital employed (ROCE) (%)
20.1% 2024: 21.7%
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 reduction in 2025 reflects lower adjusted
operating profit.
Free cash flow (£m)
£53.6m 2024: £62.3m
Statutory cash inflow/(outflow) before minorities,
dividends and financing. The decrease in 2025
isprimarily attributable to investment in working
capital and higher capital expenditure relating
toour new facility in Canada.
Growth in sales volumes* (%)
0.2% 2024: 4.4%
Period on period volume growth. Volumes were
stable against an inflationary backdrop, with
growth in meat volumes in most markets but
adecline in seafood volumes.
Customer service level* (%)
98.6% 2024: 98.4%
Packs of product delivered as a % of the orders
placed. The customer service level remains best
in class.
Financial KPI Non-financial KPI
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 periods, issetout below:
* Excludes Fairfax Meadow, which following its sale in September 2025 has been classified as a discontinued operation. 2024 restated
accordingly. In addition, a much wider range of financial and operating KPIs are continuously tracked at business unit level.
Hilton Food Group plc Annual Report & Financial Statements 2025 24Overview Strategic Report Governance Financial Statements
Region performance
UK and Ireland
This operating segment covers the Hilton
Foods businesses and joint ventures
across the UK and Ireland, including
meat processing facilities in the UK in
Huntingdon, seafood facilities in Grimsby,
and a meat facility in Ireland in Drogheda.
Total volumes, excluding from Fairfax
Meadow which has been classified as a
discontinued operation, were down 3.8%.
Within this, UK and Ireland meat volumes
were down 3.0%, remaining relatively
robust against a backdrop of high input
cost inflation. The impact of raw material
inflation was seen more markedly in
the UK seafood business,Seachill, with
volumes down 6.8%. Reflecting the
impact of input cost inflation in pricing,
revenue from continuing operations was
up 16.2% on the prior period.
Total UK and Ireland adjusted operating
profit from continuing operations was
down 17.2% to £37.5m (2024: £45.3m).
With UK and Ireland meat profit relatively
flat, helped by a strong Christmas trading
period, the main driver of the reduction
in profit was the impact of reduced
volumes in the UK seafood business.
As a result, the UK seafood business was
marginally loss-making at an adjusted
operating level in 2025. Total UK and
Ireland adjusted operating profit margin
fell to 2.5% (2024: 3.5%), reflecting the
material reduction in UK seafood
adjusted operating profit.
Europe
This operating segment covers the
Group’s meat, easier meals, seafood,
vegan and vegetarian businesses
inHolland, Sweden, Denmark, Central
Europe, Greece and its joint venture
in Portugal.
Volumes were up 0.2%. Within this,
volumes from the Foppen smoked
salmon business were stable, as we
transitioned large parts of production
to our facility in the Netherlands
due to the regulatory restrictions on
exports to the US from our facility in
Greece. We continue to work closely
with the United States Food and Drug
Administration (FDA) to resolve the
current disruption, having recently made
an updated submission to lift operating
restrictions. However, we currently expect
restrictions to remain in place for at least
the first half of 2026.
Volumes from our vegan and vegetarian
business, Dalco, were up 8.5% reflecting
the realisation of new commercial
opportunities. Core meat and easier
meals volumes were stable, with the
impact of continued growth in fresh food
and convenience categories in Central
Europe and incremental new customer
volumes in Denmark offset by the impact
of lower levels of promotional activity
in the Netherlands. As in the UK, input
cost inflation impacted pricing, and
revenue on a constant current basis was
up 6.6% on the prior period (9.0% on a
reported basis).
Total Europe adjusted operating profit
of £43.0m was up 3.3% on a constant
currency basis compared to 2024 (up
5.4% on a reported basis). This largely
reflects reduced losses from Dalco due
to the volume increase and a continued
focus on efficiency, having consolidated
operations onto a single site in 2024.
Further improvement plans for Dalco
are in place, however the business is
currently loss making. Total Europe
adjusted operating profit margin of 3.7%
was relatively stable on the prior period
(2024: 3.9%).
Foppen adjusted operating profit was
broadly flat compared to 2024. However,
to maintain the supply of smoked salmon
to strategic US customers, we incurred
additional costs from operating out of
the Netherlands instead of Greece and
transporting by airfreight rather than
ship. We also incurred stock write-offs
onsmoked salmon that we could not
export into the US. These costs totalled
£27.6m in 2025 and have been excluded
from adjusted operating profit.
Having welcomed a new complementary
customer, Salling, to our facilities in
Denmark in 2024 to utilise excess
capacity, we have recently delivered
contract renewals with them and Coop.
We have also now renewed our contract
with Albert Heijn in the Netherlands.
APAC
The Group operates three Australian
processing facilities at Bunbury
in Western Australia, Melbourne
and Brisbane alongside our multi-
protein food park facility in Auckland,
New Zealand.
Volume was up 3.0%, benefitting
from product range expansions
that supported new multi-buy and
promotional activity in the core meat
category. Revenue was up 12.0%
on a constant currency basis (5.9%
on a reported basis), reflecting the
re-emergence of inflation into raw
material pricing.
Reflecting the volume growth, adjusted
operating profit of £29.7m was up 5.5%
ona constant currency basis (down
0.3% on a reported basis) with adjusted
operating profit margins remaining
relatively stable at 1.9% (2024: 2.0%).
Group volume, revenue
andprofit
Volume and revenue
Total volumes from continuing
operations increased by 0.2% in the
period. This reflects stable performance
from core meat and fresh prepared
foods in the UK & Ireland and Europe,
further growth in APAC and improved
volumes in Dalco. This more than
offset the impact of lower volumes in
UK seafood. Revenue from continuing
operations of £4.2bn was up 10.3%,
or 11.9% on a constant currency basis,
reflecting the impact of inflation on
raw material pricing in all our markets.
Additional detail on regional volume,
revenue and profit is provided in the
Region performance section above.
Operating profit and margin
Total adjusted operating profit, which
includes discontinued operations but
excludes adjusting items as set out
innote 34, was £99.3m (2024: £104.7m),
down 4.4% on a constant currency
basis and down 5.2% on a reported
basis. Adjusted operating profit
from continuing operations (which
excludes Fairfax Meadow which was
disposed of during the period) was
£95.1m (2024: £99.1m), down 3.2% on
aconstant currency basis and down
4.0% on a reported basis. This reflects the
challenges of inflation in the UK seafood
business, and a solid performance from
the core meat businesses.
Performance and financial review
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 25Overview Strategic Report Governance Financial Statements
Performance and financial review
continued
Adjusting items including discontinued
operations totalled £24.7m of profit
(2024: £5.9m of cost). These include
a £66.5m gain on disposal related
to its sale of Fairfax Meadow and its
65% interest in Foods Connected,
restructuring and strategic project and
transformation costs of £9.6m and costs
related to Foppen disruption of £27.6m.
After allowing for these adjusting items,
and the impacts of lease accounting
and amortisation of acquired intangibles
and fair value adjustments, total
operating profit including discontinued
operations was £124.0m (2024: £98.8m).
Operating profit from continuing
operations was £90.2m (2024: £94.9m)
Including discontinued operation,
the Group’s adjusted operating profit
margin in 2025 was 2.3% (2024: 2.6%)
and the adjusted operating profit per
kilogram ofpacked food sold was 18.5p
(2024: 19.4p).
Net finance costs
Adjusted net finance costs from
continuing operations, excluding
adjusting/exceptional items and
lease interest, reduced to £26.1m
(2024: £28.6m), largely reflecting lower
market interest rates. Interest cover
as aproportion of adjusted EBITDA
in2025 increased to 5.6 times (2024: 5.3
times). Statutory net finance costs from
continuing operations were £34.1m
(2024: £37.8m), which include £7.5m of
IFRS16 leasing interest cost (2024: £8.3m).
Taxation
The adjusted taxation charge for the
period was £21.8m (2024: £18.9m),
resulting in an effective tax rate of 29.8%
(2024: 24.9%). This increase is largely due
to the impact of a true-up of historic
capital allowances. After excluding the
tax effect on adjusting items to profit
before tax, the statutory taxation charge
from continuing operations was £8.6m
(2024: £18.2m).
Net income and earnings per share
Reflecting the above, Group adjusted
profit after tax was £51.4m (2024: £57.2m)
and after accounting for non-controlling
interests of £1.1m (2024: £2.5m), adjusted
net income, representing profit for
the period attributable to owners of
the parent, was down 8.0% to £50.3m
(2024: £54.7m). The resulting adjusted
basic earnings per share was 56.0p
(2024: 61.0p).
Including the post-tax impact of
adjusting items, statutory profit after
tax attributable to owners of the
parent was £78.9m (2024: £39.3m).
Statutory basic earnings per share were
87.8p (2024: 43.7p) and diluted earnings
per share were 87.3p (2024: 43.3p).
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 20.1% (2024: 21.7%),
predominantly reflecting the lower level
of adjusted operating profit.
Cash flow, balance sheet
andfunding
Earnings before interest, taxation,
depreciation and amortisation
(EBITDA)
EBITDA including discontinued
operations increased to £201.3m
(2024: £187.1m), reflecting the increase
intotal operating profit. Excluding the
impact of lease accounting and adjusting
items, as reconciled in note 34, adjusted
EBITDA, which is used by the Group as an
indicator of cash generation, decreased
slightly to £147.3m (2024: £152.6m),
broadly in line with the reduction in
adjusted operating profit.
Free cash flow
Cash generated from operations
reduced to £124.2m (2024: £183.8m),
reflecting the impact of working
capital outflows due to the purchase
of additional inventory in the first half
of the period to support peak seasonal
demand. Interest paid was slightly lower
while capital expenditure increased
to£99.2m (2024: £73.5m) reflecting the
expected ramp up of spend on the new
Canada facility. When also including
proceeds from disposals of subsidiaries
and property, plant and equipment
totalling £83.8, free cash flow was £53.6m
(2024: £62.2m). After accounting for the
cash impact of lease accounting and
adjusting items, adjusted free cash flow,
which also excludes capital expenditure
on our Canada project, was £21.9m
(2024: £45.4m), as reconciled innote 34.
Net debt
When taking into account the lower
adjusted free cash flow, capital
expenditure on our Canada project,
slightly increased cash dividend
payments, exceptional cash outflows
and material cash proceeds from
divestments, the Group’s closing net
bank debt (comprising borrowings less
cash and cash equivalents excluding
lease liabilities), fell slightly to £126.7m
(2024: £131.4m). This includes bank
borrowings of £277.2m (2024: £243.3m)
net of cash balances of £150.5m
(2024: £111.9m). Period-end net bank
debt as a ratio of adjusted EBITDA
wasunchanged at 0.9 times.
Net debt including lease liabilities
was£324.8m (2024: £337.4m).
Financial position
At the end of 2025, the Group had
undrawn committed bank facilities under
its syndicated banking facilities of £106.0m
(2024: £108.0m). These banking facilities
were 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 period
for these metrics.
In February 2026, the Group completed
the refinance of its bank facility increasing
the overall facilities to £450.0m across
a single RCF, increasing the Group’s
available headroom. The facility has an
initial term of five years with extension
options available that enable extension
over the following two years. The Group
also uses supply chain finance facilities
provided by its customers as a cost-
effective way of managing fluctuations
inworking capital requirements.
Hilton Food Group plc Annual Report & Financial Statements 2025 26Overview Strategic Report Governance Financial Statements
Performance and financial review
continued
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 for the
foreseeable future.
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 2025. This,
together with the interim dividend of
10.1p per ordinary share paid in November
2025, represents a total dividend per
ordinary share of 35.0p, an increase
of1.4% compared to last period’s 34.5p
per ordinary share. The final dividend,
ifapproved by shareholders, will be paid
on 26 June 2026 to shareholders on the
register on 29 May 2026 and the shares
will trade ex-dividend on 28 May 2026.
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 period and their
assets and liabilities at the period-
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 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 to review options given
uncertainty over global interest rates.
Customer credit and pricing risks
As Hilton Foods customers comprise
a small number of successful and
creditworthy 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
basis with its customers.
Liquidity risk
Hilton Foods remains strongly cash
generative and has a robust balance
sheet. It also has committed banking
facilities, which were renewed in early
2026, sufficient to support its existing
business and growth ambitions. All bank
positions are monitored on a daily basis,
and capital expenditure above set levels
and decisions on intra-group dividends
are approved atplcBoard meetings.
All long-term debt is arranged centrally
and is subject to plc Board approval.
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 – see more
at: www.oecd.org/tax/beps/about/.
Our tax strategy can be found on our
website – www.hiltonfoods.com/investors/
corporate-governance/.
Hilton Food Group plc Annual Report & Financial Statements 2025 27Overview Strategic Report Governance Financial Statements
Going concern statement
The Directors have performed a detailed
assessment, including a review of the
Group’s budget for the 2026 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,
namely net bank debt/ adjusted EBITDA
of less than 3x and adjusted EBITDA/
interest of less than 3.5x (which under
the Group’s new committed facilities
hasreduced from 4x).
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 were signed in February
2026 and do not expire until at least
February 2031. 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
28 December 2025 was £126.7m. It had
access to undrawn committed loan
facilities of £106.0m as at the end of
2025. If the new facilities were in place
atthe end of 2025 the access to undrawn
committed loan facilities would have
been higher.
Future capital expenditure on
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
2024 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 at least the
next three years.
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.
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
30 March 2026
Performance and financial review
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 28Overview Strategic Report Governance Financial Statements
Risk management and principal risks
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.
The delivery of our strategy
depends on our ability
tomake sound
risk-informed decisions.
Enhancements to risk
management practice in 2025
In 2024, The Financial Reporting Council
(FRC) announced revisions to the
UK Corporate Governance Code (the
Code) to enhance transparency and
accountability of risk management and
internal controls.
A key update is to Provision 29, which
requires the Board to monitor and review
the effectiveness of our risk management
and internal control framework and
make an annual declaration regarding
the effectiveness of the material
controls covering financial, operational,
compliance and reporting controls.
These requirements apply to financial
periods beginning on or after
1 January 2026.
In 2025, we began a programme of
work to enhance our risk management
and internal controls framework.
This programme will ensure the
Board can effectively review, monitor
and declare the effectiveness of
our risk management and internal
control framework.
Aligned to our corporate plan, we remain
focused on improving and embedding
consistent risk management processes
across our operations. During the year, we:
▶ undertook a structured review led
by the Executive team to refresh the
Group’s principal risks, consolidating
overlapping risks, elevating those of
increased significance, and introducing
new risks where required. The updated
set of principal risks was agreed by the
Executive team and submitted to the
Board for review and approval;
▶ undertook a holistic review of our
approach to risk management;
re-mapping principal, Group functional
and operational unit risks and
internal controls;
▶ conducted risk management
workshops across the business to
develop risk registers and enhance
awareness of risks and internal controls;
▶ working with teams across the
business to embed risk management
into day-to-day processes through
informing, training and engaging
colleagues; and
▶ revised and implemented an
enhanced risk control self-assessment
and reporting processes. This has
strengthened how we identify, assess,
manage and report material risks
and the effectiveness of our control
environment in readiness for
Provision 29.
Through 2026, we will continue to embed
our risk management and risk appetite
framework throughout the business
to ensure our risk management and
internal control systems are robust and
proportionate to the scale and nature
ofour operations. This will include testing
the effectiveness of our material controls
and developing robust remediation
activities where required. We remain
committed to growing our business
within our risk appetite and seek to
achieve an appropriate balance between
risk and opportunity. The programme
we are implementing will enable us to
identify, review and test material controls,
and explain if there are deficiencies.
It will also enable compliance with
regulatory requirements including
Provision 29 when we report our 2026
financial results.
The Board continues to undertake
regular assessments of the emerging
and principal risks facing Hilton Foods
that might impede the achievement of
its strategic and operational objectives,
including their possible likelihood,
impact and effectiveness of controls
and mitigations.
Hilton Food Group plc Annual Report & Financial Statements 2025 29Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
How we manage risk
Our Risk Management Framework
sets the foundation for effective risk
management in line with best practice
and regulation. It ensures that risk is
effectively embedded in all strategic
decisions, translated into operational
objectives and integrated into day-to-
day business processes. It also defines
the governance structures that support
how we identify, assess, manage and
monitor risk, supported by policies, tools
and assurance activities to provide an
effective control environment and drive
the right risk culture.
The Risk Management Framework
is underpinned by three major
components: Governance and oversight,
Risk management processes and
Risk appetite.
Board
Audit
Committee
Governance and oversight
Executive
Leadership
Team (ELT)
Risk
Management
Committee
Functional
and Site-Level
Governance
▶ Responsible for identifying and managing the Group’s principal risks.
▶ Sets the Group’s risk appetite.
▶ Ensures effective measures are in place to minimise risk likelihood and impact.
▶ Sets the tone and environment for effective risk management.
▶ Oversees the effectiveness of the risk management and internal control framework.
▶ Reviews findings, monitors improvements and recommends changes to the Board.
▶ Ensures effective delivery of the risk management and internal control framework.
▶ Responsibility to ensure that effective mitigations are identified and crisis management
andbusiness continuity arrangements are implemented.
▶ Ensure that the risk and internal control framework is embedded as part
ofstrategy implementation.
▶ A sub-committee of the ELT, reports on the effective implementation of the risk management
and internal control framework across operations.
▶ Ensures the principal risks are relevant and understood, and the necessary mitigations are
being implemented.
▶ Reviews material breaches or incidents and the effectiveness of responses.
▶ Functional Directors and Site Managing Directors maintain functional and site-level risk registers.
▶ Ensure consistent application of the Group’s risk processes and controls at an operational level.
▶ Ensure risk management processes are embedded within operations and present to the Risk
Management Committee on the status of their risks and controls.
The Group Internal Audit and Risk Director
▶ Presents to the Audit Committee on the Risk Management Framework and systems
ofinternal controls.
▶ Provides independent assurance over the effectiveness of the risk management
and internal controls.
▶ The Group Internal Audit and Risk Director has a dotted reporting line to the Audit
Committee Chair.
Hilton Food Group plc Annual Report & Financial Statements 2025 30Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
Risk management process
andculture
We apply a four-step Group-wide process
to identify, assess, manage and monitor
risks across all operations. Each business
area is required to document its key
risks, evaluate the effectiveness of related
controls and implement remediation
plans where needed. The Internal Audit
and Risk function facilitates this process,
ensuring emerging risks are captured
and that teams collaborate effectively
torespond to them.
Risk ownership for significant and
principal risks sits with the Executive
Leadership Team, who are accountable
for ensuring these risks are appropriately
managed. Mitigation plans are developed
jointly with risk owners to ensure effective
and proportionate controls.
At Hilton Foods, we want to nurture
aculture where everyone understands
the risks facing the business and their
responsibility for managing them,
supported by an environment where the
tone is set at the top and colleagues feel
comfortable speaking up and confident
raising concerns to enable early
identification and response.
Risk appetite
The Board sets the Group’s risk appetite,
determining the level of risk we are
willing to accept to achieve our strategic
objectives. Risk appetite is reviewed
annually, determining corrective actions
for any areas operating beyond the
agreed risk tolerance. The Executive
Leadership Team is responsible for
ensuring risks are managed within the
risk appetite, aligning decision making
and resource allocation.
Following updates to our principal
risks and changes in the external
environment, we are reviewing our risk
appetite as part of our annual review
process to ensure continued alignment
with our strategy.
Operational governance and oversight
The Board and Executive apply four distinct lines of defence to separate risk
management activities at the operational level.
Identification
Measurement
and Assessment
Management
and Mitigation
Monitoring, Reporting
and Governance
Business
operations
‘Management
Controls’
Lines of defence
Risk Oversight and
Key Assurance
Functions
Internal Audit
and Consultants
External
Audit
▶ Operational teams identify, manage and own risks
within their areas.
▶ Responsible for implementing and maintaining
effective controls.
▶ Monitor and report risks that affect
operational performance.
▶ Independent of business operations, provide advice,
monitoring and challenge.
▶ The Risk function designs and maintains the
risk management and risk appetite frameworks,
and provide risk reporting to the Executive and
Board Committees.
▶ Other key assurance functions oversee compliance
through policies, procedures and training.
▶ Provide independent assurance on the adequacy
andeffectiveness of the risk management and internal
controls framework.
▶ The Internal Audit function regularly update the Audit
Committee on the risk-based assurance plan.
▶ Provide external, independent review of key financial
controls and reporting.
▶ Review the viability and going concern of the Group.
▶ Offers an additional assurance over internal controls
and risk management.
Risk management process
1
2
4
3
1
2
3
4
Hilton Food Group plc Annual Report & Financial Statements 2025 31Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
Hilton Foods fosters a digitally secure
culture through:
▶ maintaining information security and
IT policies, reviewed regularly, with
strategy and key actions overseen
through the Audit Committee
and Board;
▶ mandatory security awareness training
and phishing simulation exercises;
▶ regular communications to employees
on emerging threats;
▶ ongoing enhancement and testing of
incident response, business continuity,
and disaster recovery arrangements
tosupport operational resilience;
▶ centrally governed security monitoring
and detection capabilities, supported
by vulnerability management,
penetration testing and remediation
tracking; and
▶ the introduction of an IT Risk and
Compliance function in 2025 to provide
independent oversight of cyber and
information security risk, monitor
completion of remediation actions,
and support coordination between IT,
Internal Audit and operational teams.
Cyber risk
Information systems and cyber security
continue to pose a significant threat to
the Group and remain a principal risk.
Manufacturing and logistics businesses
are increasingly targeted by cyber-attacks.
While Hilton Foods’ cyber risk exposure is
under active management, we recognise
the evolving threat landscape, including
emerging risks and opportunities
associated with developments in
Artificial Intelligence.
We continue to invest in our IT systems,
controls and capabilities to protect the
business against the increasing volume
and sophistication of security threats.
The Board, through the Audit Committee,
receives regular updates on cyber and
information security risk and mitigation
activities from the Group Internal Audit
and Risk Director, the Group Chief
Technology Officer, the Head of IT
Security, and the IT Risk and Compliance
function. These updates cover direct
threats to operations, risks across our
wider supply chain and our programme
of cyber awareness and training.
Current and emerging risks
The macroeconomic environment
andgeopolitical uncertainty
The global macroeconomic environment
for the food manufacturing sector
isincreasingly volatile as the Middle
East conflict creates new systemic risks.
While global inflation has moderated
from peak levels, the escalation in the
region, including the current effective
closure of the Strait of Hormuz, has
reignited cost pressures, specifically
through energy and raw material supply
shocks. Slower economic growth,
compounded by higher inflation, may
reduce the likelihood of near term
interest rate cuts and increase cost
pressures for businesses.
Trade policy uncertainty, including higher
tariff barriers, continues to weigh on
international trade flows and increase
input cost volatility. At the same time,
uneven economic performance across
regions is creating unpredictable
demand patterns for food products.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 32Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
Competitiveness and external environment
Up movement
Description and impact
Our ineffective response to macroeconomic and
geopolitical shocks, fluctuations in consumer
spending and reliance on customers who can
exercise significant buying power when it comes
tocontractual renewal terms could impact the
future growth of the Group. Upwards movement
reflects the intensification of hostilities in the Middle
East prior to publishing of this report.
Summary of risk mitigation
▶ We actively manage inflationary pressures
through close monitoring of interest costs,
disciplined cost control, continuous innovation,
and improved factory efficiency.
▶ Financing strategies are maintained to support
operational requirements and preserve financial
stability should these risks materialise.
▶ A structured cost-out programme is implemented
and closely monitored to deliver targeted cost
reductions and sustainable efficiency gains.
▶ Risk exposure is further reduced through
diversification across multiple proteins and
product ranges in partnership with key
retail customers.
Health and Safety and Security
Up movement
Description and impact
A serious health, safety or security incident involving
our people, customers or third parties could result
in injury, operational disruption, legal liabilities and
reputational damage.
Summary of risk mitigation
▶ Dedicated safety teams are in place at every
site to provide expert health and safety support
and guidance.
▶ Safety performance is monitored and reported
regularly, with monthly reports provided
toExecutive Management and the Board.
▶ A global risk assessment framework ensures
key health and safety risks are identified and
effectively controlled.
▶ A formal safety alert process enables lessons
learned from incidents to be shared promptly
across all sites.
▶ Site security is maintained through controlled
access measures, including biometrics,
authentication systems, perimeter controls,
andmonitored entry points.
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.
As outlined on page 29, a structured
review of the principal risks was
undertaken during 2025, as a result the
description of some risks differ to those
published in 2024. The risk movement
indicators shown here are based on
across-mapping exercise between the
revised 2025 risks and the prior year
disclosures, providing a directional view
of how each underlying risk has evolved
over the year.
Hilton Food Group plc Annual Report & Financial Statements 2025 33Overview Strategic Report Governance Financial Statements
People
No movement
Description and impact
Our ability to attract, retain and develop the right
talent and leadership capability remains critical
todelivering the Group’s transformation agenda
and long-term growth.
Summary of risk mitigation
▶ We are strengthening workforce planning
and capability management through the
implementation of a globally standardised
framework, improved HR data integration, and
the introduction of a Group-wide skills taxonomy
to enhance visibility of capability gaps and inform
targeted workforce decisions.
▶ We are enhancing leadership pipeline and
succession planning by defining coverage
expectations for critical roles, introducing
consistent assessment criteria, and establishing
regular Group-level reviews supported by targeted
leadership development investment.
▶ We are improving reward competitiveness and
market positioning through the implementation
of a global job architecture and grading
framework, supported by regular external
benchmarking and strengthened governance
over reward decision-making.
▶ We are embedding a Group-wide culture and
behavioural framework, aligned to the 2030
strategy, with integration into core people
processes and the introduction of measurement
and reporting to monitor engagement, retention,
and behavioural alignment.
Supply chain and operational resilience
No movement
Description and impact
Disruption to supply chain continuity, from
supplier insolvency or unethical supplier practices,
contamination, disease outbreak, logistics failure
and/or our ability to recover operations following
a disruptive event could affect product availability,
service to customers and financial performance.
Summary of risk mitigation
▶ We maintain a flexible global and local supply
base to ensure resilience and alternative sourcing
options during supply disruptions.
▶ Strategic partnerships with key suppliers are
based on shared commitments to quality, food
safety, animal welfare and sustainability.
▶ Supply chain compliance, quality procedures,
and procurement is managed through a supplier
management platform.
▶ Third party risks are monitored and alerts received
on sanctions, cybersecurity, ethics, sustainability
and fraud risks.
▶ Full product traceability is maintained, supported
by a comprehensive audit programme and high
animal welfare standards.
▶ Our factories are benchmarked against
Global Food Safety Initiative standards.
Regular assessments mitigate contamination
across processing, packing and distribution.
▶ The business continuity programme is being
reviewed to understand how this can be
enhanced to deliver stronger business resilience
into the future.
▶ Appropriate insurance is maintained to mitigate
financial impacts from supply chain disruption.
Technology and cyber threats
No movement
Description and impact
Failure to protect our digital systems from
cyber-attack, data loss or system outage could
disrupt operations, expose sensitive information
anddamage stakeholder confidence.
Summary of risk mitigation
▶ We operate a continuous vulnerability
management programme, including weekly
scanning, annual penetration testing, and
simulated cyber-attack exercises.
▶ Formal incident response plans and escalation
protocols are in place to enable rapid containment,
remediation, and recovery from security incidents.
▶ All employees complete mandatory cybersecurity
awareness training, reinforced through
phishing simulations.
▶ Regular patching and security updates are
applied across applications, infrastructure,
andcloud services.
▶ Identity and access management controls,
including multi-factor authentication and
least privilege access, are enforced across
the organisation.
▶ Ongoing assurance is provided through IT security
reviews, internal audits, and external assessments
to validate control effectiveness and identify
improvement opportunities.
▶ Third party cyber risk is managed through
supplier security due diligence, and cyber risk
management monitoring that continuously
assesses the security posture of suppliers and
external partners.
Risk management and principal risks
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 34Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
Strategic change
No movement
Description and impact
Failure to deliver the Group’s major transformation
programmes, including new factories, digital
enablement, and operating-model redesign could
lead to business disruption, cost overruns and failure
to realise strategic benefits.
Summary of risk mitigation
▶ All major strategic initiatives operate within
a formal Group transformation governance
framework. Programmes must align to strategic
priorities, have defined executive sponsors and
approved business cases before mobilisation.
▶ Major initiatives follow appropriate programme
management standards including stage-gates,
delivery milestones, risk registers and escalation
thresholds to ensure effective delivery and control
of cost, scope and timelines.
▶ All strategic programmes require approved
business cases with defined financial benefits.
Delivery against cost, investment and benefit
targets is monitored through Finance oversight
and reported through portfolio governance.
▶ Programme level risks are identified,
monitored and escalated through the Group
risk management framework, ensuring
that emerging delivery risks are addressed
promptly and reported through executive
governance structures.
Legal and regulatory compliance
and governance
No movement
Description and impact
Non-compliance with applicable laws, regulation
and governance in the jurisdictions in which the
Group operates could result in fines, operational
restrictions, loss of licence to operate and
reputational damage.
Summary of risk mitigation
▶ Group-level governance and compliance policies
are reviewed and approved annually, alongside
an annual assessment of compliance with the UK
Corporate Governance Code.
▶ Corporate filings are completed accurately and on
time in accordance with regulatory requirements.
▶ Controls over inside information ensure
compliance with the UK Market Abuse Regulation
and the Listing Rules, supported by policies
and procedures to prevent unlawful disclosure
or misuse.
▶ Regulatory developments and best practice
are monitored through horizon scanning and
engagement with external legal advisers, with
relevant updates communicated to the Board
and business.
▶ Clear Board and Committee governance
structures are maintained, including regular
review of Matters Reserved for the Board, Terms
ofReference and delegated authorities.
▶ Our Human Rights Policy aligns with the
International Labour Organisation’s Declaration
on Fundamental Principles and Rights at Work
and the Ethical Trade Initiative Base Code.
▶ A Supply Chain Social Responsibility Policy sets
expectations for the ethical treatment of workers
across the supply chain.
Climate change and sustainability
No movement
Description and impact
Failure to adapt operations and supply chains to
physical and transition risks arising from climate
change and maintain a commercially viable and
sustainable business could adversely impact our
business prospects, erode stakeholder confidence
and damage our reputation.
Summary of risk mitigation
▶ Our 2025 Sustainable Protein Plan sets out clear
commitments across people, planet and product.
▶ Science-based emissions reduction targets
aligned to the 1.5°C pathway have been
established across Scope 1, 2, and 3 to decarbonise
our operations and supply chain.
▶ We have defined energy and water efficiency
targets for all sites and actively participate in
global initiatives to support the decarbonisation
ofkey raw materials.
▶ We are committed to achieving net zero
emissions across our operations and supply chain
before 2050.
▶ Climate-related risks and opportunities are
assessed in line with the TCFD framework,
withCDP reporting in place.
Hilton Food Group plc Annual Report & Financial Statements 2025 35Overview Strategic Report Governance Financial Statements
Risk management and principal risks
continued
Customer diversity and dominance
Up movement
Description and impact
Hilton Foods’ strategy focuses on a small number
of customers who can exercise significant buying
power and influence when it comes to contractual
renewal could impact the profitability of the Group.
Summary of risk mitigation
▶ We continue to widen and diversify our customer
base by strengthening existing partnerships and
securing new customers.
▶ An entrepreneurial operating model enables
flexible collaboration with retail partners,
supporting high service levels and responsiveness.
▶ COOs monitor business effectiveness to secure
long-term customer relationships, grow core
accounts, deliver innovation, and pursue new
markets and categories.
▶ Executive and regional leadership monitor
commercial performance to support long-term
customer partnerships, growth, innovation
and entry into new markets.
▶ Long-term customer agreements support
revenue stability, high service levels, and strong
food safety, integrity and traceability.
▶ Ongoing investment in facilities, technology,
cost control and factory efficiency
maintains competitiveness and mitigates
inflationary pressures.
▶ Formal period-end performance reviews assess
variances and agree actions, supported by
continuous engagement between regional teams
and sites.
Funding and liquidity
No movement
Description and impact
Failure to maintain adequate funding, liquidity,
cash flow generation or meet banking covenant
requirements could restrict our ability to meet
obligations and invest in growth with potential
forreputational damage and ultimately default.
Summary of risk mitigation
▶ The Board monitors a balanced set of financial
and non-financial KPIs to assess performance
against strategic objectives and long-term
shareholder value, including Free Cash Flow,
NetDebt/EBITDA and facilities headroom.
▶ Annual budgeting, forecasting, and long-term
strategic planning processes are in place to assess
funding requirements and cash flow sustainability.
▶ Capital investment proposals are subject to
appropriate approval and funding review in line
with delegated authority thresholds.
▶ A formal delegation of authority framework was
introduced in 2025 that governs financial decision
making and approval processes.
▶ Cash balances, banking facilities and available
headroom are monitored regularly to maintain
adequate liquidity.
▶ Covenant compliance is monitored on an ongoing
basis, with covenant calculations and certificates
reviewed in accordance with facility requirements.
▶ Liquidity adequacy is reviewed to ensure the
Group can meet its funding and financial
obligations as they fall due.
▶ The Board retains delegated authority to approve
and execute new banking facilities.
Hilton Food Group plc Annual Report & Financial Statements 2025 36Overview Strategic Report Governance Financial Statements
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 almost 7,400
employees across 21 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
▶ Mental health and wellbeing
▶ Training and development
▶ Recognition and reward
▶ Fairness and respect
▶ Community events
Further detail on how we engage
with our peoplecan be found on
pages 22 and 46.
How the Board has oversight
The Board understands its employees
are central to Hilton Foods’ long-term
sustainable success. H&S is the first item
on every Board agenda, supported by
deep-dive reviews. All Board members
participate in H&S training and undertake
Safety Walk and Talks during site visits.
The Directors engage with employees
to understand their priorities and
concerns, and to support talent
development. The Board oversees the
continued investment and prioritisation
of employee training and development.
Angus Porter, the designated
Non-Executive Director for workforce
engagement, works closely with
colleagues to oversee our employee
engagement practices and reports
his findings to the Board. He meets
regularly with the 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.
In 2025, the Board visited the UK
seafood and Poland fresh food factories,
providing opportunities to meet
employees, and Directors also took
part in the Hilton Foods Leadership
Conference. Townhall meetings were
held at all sites during 2025, attended
by Executive Leadership Team members
to update colleagues on Group strategy
and support engagement through
Q&A sessions.
Engagement: What we learned and our actions
Health and safety
What we learned: Interactive health and safety (H&S) campaigns foster
a safety-first culture.
Our actions: We launched ‘Destination Zero’, an internal campaign aiming to
eliminate Lost Time Incidents (LTIs) across all facilities. We held training workshops
and introduced feedback systems incentivising best practice and a safety-first
culture. Our efforts helped reduce overall lost workdays, meaning employees missed
fewer days due to injury.
Mental health and wellbeing
What we learned: Emotional wellbeing is crucial for a healthy and
supportive workplace.
Our actions: In our Poland facility, we held a fishing competition to challenge and
bring staff together. In Holland, we held Iftar where employees fasting for Ramadan
could have a meal at sunset to break their fast.
Diversity and inclusion
What we learned: A workplace of equal opportunity helps everyone realise
their potential.
Our actions: We continue to uphold our partnership with Meat Business Women.
Our goal is fair representation of women in leadership roles. We aspire for 40%
representation by 2035. We currently stand at 34%.
Training and development
What we learned: If we invest in our people, our people will invest in us.
Our actions: In our Poland facility, we introduced the Safety Culture and Integration
Day, 800 employees attended seminars in first aid, injury prevention, hazard
identification and more, led by internal and external experts. We also added 150
online courses to our employee portal, translated into multiple languages, content
isaccessible to staff in all business competencies.
Investing in the next generation
What we learned: Long-term growth is also about succession planning.
Our actions: We welcomed 12 graduates through our two-year Graduate
Development Scheme onto the UK, Huntingdon site. Rotating through all
operational arms, from factory floor to the office, trainees will gain valuable skills
andknowledge to thrive in their early careers. As of 2019, we have developed 190
future leaders through our talent development programmes.
Hilton Food Group plc Annual Report & Financial Statements 2025 37Overview Strategic Report Governance Financial Statements
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
Further detail on how we
engage with our
communitiescan be found
in our Sustainability Report.
Engagement: What we learned and our actions
Global heart, local response
What we learned: Contributing to the community creates a sense of shared purpose.
Our actions: We partnered with the Royal Countryside Fund (RCF), a charity helping
British farmers build prosperous, sustainable farms. With our sustainability expertise
and the community reach of the RCF, we hope to deliver on projects that positively
impact British farming communities.
Reducing waste and supporting local communities
What we learned: While working to reduce food waste, we can support local
communities
Our actions: Our UK facilities have donated 1.5 tonnes of sauce to FLEX (FareShare’s
Food Life Extension programme), producing 82,000 cans of sweetcorn chowder for
food banks. We are also tackling water waste in draught prone regions. Our APAC
sites averaged a 21% reduction in water use to reduce our demand from local
water supplies.
Engaging the next generation
What we learned: Engaging with universities inspires future generations and
creates knowledge sharing.
Our actions: To maintain the goal of becoming net zero by 2048, we partnered
with the University of Lincoln to create a comprehensive review of environmental,
human rights and animal welfare concerns. These guidelines will guide our net
zerotransition.
Innovating packaging to tackle waste
What we learned: Reducing plastic usage helps protect the environment and
supports healthier, cleaner communities.
Our actions: Working with Tesco, we restructured mince packaging to reduce
size, improve shape and reduce plastic content, while improving transportability.
This saved 51 tonnes of carbon emissions, equal to 208 less lorries on the road each
year. Our Australian facilities reduced plastic usage by 255 tonnes.
Respecting human rights
What we learned: By addressing human rights risks in our value chain, we help
ensure fair treatment and support stronger, thriving communities worldwide.
Our actions: Our new Supplier Ethical Onboarding and Risk Assessment process
has led to 95% of all suppliers completing risk assessments, and 85% of high-risk
suppliers having done external audits. This data is transferred to our supply chain
management systems to promote using verified suppliers.
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.
When approving capital investments,
including building new facilities or
enhancing existing ones, the Board
evaluates the potential community
impact as part of the review and
approval process.
The Board is kept informed of
our engagement with our local
communities, including local
community initiatives and partnerships
through regular updates from the
Sustainability Committee and from
local sites.
Hilton Food Group plc Annual Report & Financial Statements 2025 38Overview Strategic Report Governance Financial Statements
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 our customers
meet the needs of their consumers
including affordable, ethical and
sustainable choices.
Areas of focus for our stakeholders
▶ Value for money
▶ Product quality
▶ Product sustainability
▶ Social responsibility
▶ Healthy and balanced diets
Further detail on how we
engage with our customers
andconsumerscan be found
onpages 46 to 48.
How the Board has oversight
Understanding the needs and
expectations of our customers and
consumers is fundamental to our
strategy. The Board receives regular
updates on market developments,
emerging trends and opportunities
through formal reports, presentations
and site tours, including to retailers.
These provide direct visibility of the
factors shaping customer behaviour
and market dynamics.
In fulfilling its oversight responsibilities,
the Board reviews Hilton Foods’
commitment to product quality, health
and sustainability, and monitors how
effectively the business continues
to meet the evolving needs of our
customers, consumers and the wider
environment. This is supported by
deep-dive reviews on these topics
byboth internal and external subject
matter experts.
The Sustainability Committee
supports the Board in customer
engagement through provision of
detailed updates on customer and
consumer engagement in relation to
sustainability priorities, while the Audit
Committee, via the Risk Management
Committee, reports on emerging and
evolving risks relating to our customers
and consumers.
These mechanisms ensure that
stakeholder perspectives are
embedded into decision making
and that long-term value creation
remains aligned with customer and
consumer expectations.
Engagement: What we learned and our actions
Product innovation – affordable, healthy and sustainable
What we learned: Consumers want healthy, sustainable and affordable food,
andarehappy to try innovative new products.
Our actions: We developed new value-based product lines combining meat and
plant-based ingredients such as our 70/30 split beef and pea mince in Sweden and
50/50 split chicken and beef mince in Denmark. These new product ranges are
more affordable and help consumers to cut carbon emissions and save up to 20%
incomparison to standard meat options.
Product range and quality
What we learned: High protein ready meal lines are gaining interest
from consumers.
Our actions: Collaborating with Zabkha, a Polish retailer, we launched four high
protein ready meals, each containing 36g of protein. The top performer, ‘Penne
withBasil Sauce’ grew volumes by 60%.
Building expertise to drive innovation and optimise operations
What we learned: Customers want us to support them by improving efficiency,
advancing innovation and mitigating supply chain risks.
Our actions: Enhancing operational efficiency delivers benefits for our partners,
new innovations such as an air leak detection system on our production lines
that cuts energy use by identifying and fixing hidden losses and a new label
printing method, which uses less ink and energy enhance optimisation are just
two examples.
Advancing sustainability
What we learned: Sustainability continues to be strategically important to our
customers and is essential for mutual long-term success.
Our actions: We are committed to having responsible practices that meet the
expectations of our customers and consumers. We continue to deliver against our
Sustainable Protein Plan achieving CDP scores of A for Climate and A– for Forests
and Water and reducing absolute Scope 1 and 2 emissions by 36% and Scope 3
emissions by 33% in 2025.
Hilton Food Group plc Annual Report & Financial Statements 2025 39Overview Strategic Report Governance Financial Statements
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 detail on how we engage
with our supplierscan be found
in our Sustainability Report.
How the Board has oversight
The Board oversees supplier
engagement through its role in shaping
and approving the Group’s long-term
strategy. Through prioritising long-term
investment in our partnerships and
integrating supplier considerations into
strategic decisions, the Board helps
tosecure stable, resilient supply chains
that deliver improved outcomes for
all parties.
The Board receives regular reports
from the Sustainability Committee,
via the Committee Chair of its work
engaging suppliers on ethical and
sustainability matters.
Senior management report to the
Board on progress and developments
insupplier engagement through
regional management reports and
deep-dive reviews from local teams.
The Board annually reviewsand
approves the Modern Slavery Statement.
The Board sets the Groups risk appetite,
including for supply chain risks, which
are integrated into the principal risk
register. It is kept informed of emerging
risks and opportunities through the
Audit Committee, which recommends
any changes to the Group’s risk strategy.
The Board also receives regular updates
on the identification, monitoring and
management of supply chain risks,
providing direction and guidance to
support management in working with
suppliers to identify solutions, mitigate
risks and promote best practice.
Engagement: What we learned and our actions
Leveraging data for supply chain excellence
What we learned: Conducting supply chain research is key for long-term sustainability
Our actions: We conducted our first Biodiversity Risk assessment across beef
value chains in the UK, Ireland and Australia, covering 40% of total beef volume.
We identified main dependencies on nature, including water, land use, biodiversity,
and pollution. Understanding primary nature risks will guide our long-term strategy
and inform risk management. We also implemented the Seafood Carbon Emissions
Profiling Tool (SCEPT), which collects carbon emission data identifying emission
hotspots. This tool equips us with useful data when reducing carbon emissions,
forexample, we partnered with a Vietnamese seafood supplier to install solar panels
ontheir facilities, reducing emissions by almost 10%.
Animal welfare
What we learned: Meaningful policy improvements can only be achieved through
collaborative work across our value chain.
Our actions: Through our Crustacean Welfare Policy, we are working with suppliers
to end eye-stalk ablation across our seafood value chain. The process of removing
the eye stalks in female shrimp and prawns promotes reproduction rates, but
is a cruel practice, which causes, pain, stress and early mortality in crustacean
populations. We continue to strengthen relationships with our suppliers who share
our commitment to ethical and sustainable practices.
Supplier social responsibility code of conduct
What we learned: By engaging directly with suppliers and industry partners, we
strengthen trust, improve transparency and support more sustainable supply chains.
Our actions: Working with Tesco, we revised cardboard packing processes to use
100% recycled cardboard and reduce packaging size by 10% at no extra cost. We also
partnered with the Slave-Free Alliance to review the framework used to audit
suppliers of agency labour. This ensures our Agency Labour Standard is aligned with
established best practice methods for addressing modern slavery and workforce
exploitation. Going forward, we are implementing training for our People and
Culture teams to equip them with the skills to identify and stop immoral labour
agency practices.
Hilton Food Group plc Annual Report & Financial Statements 2025 40Overview Strategic Report Governance Financial Statements
Stakeholder engagement (Section 172)
continued
Our shareholders
Why we engage
We actively engage with shareholders
to understand their views on
strategy, performance, governance
and risk. Regular dialogue helps
ensure decisions promote long-term
sustainable success, align capital
allocation with investor expectations,
and maintain trust and transparency.
Feedback informs Board debate,
executive remuneration and ESG
priorities, supporting accountability,
resilience and responsible growth
for the benefit of members and
wider stakeholders.
Areas of focus for our stakeholders
▶ Strategy and long-term
value creation
▶ Financial performance
and capital allocation
▶ Risk management
and internal controls
▶ Governance and
Board effectiveness
▶ Executive remuneration
▶ ESG and sustainability
▶ Market and regulatory
environment
▶ Transparency and reporting
Further detail on how we engage
with our shareholderscan be
found on pages 79 to 85.
How the Board has oversight
The Board fosters open communication
with shareholders and analysts.
The Executive Chair and CFO, supported
by the Investor Relations Director,
engage in regular discussions with
shareholders and analysts to help them
understand performance and strategy,
and to gather insights on 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.
The whole Board, including the
Non-Executive Directors 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.
Engagement: What we learned and our actions
Regulatory news, press release and reports
What we learned: Regular updates are vital for keeping shareholders informed
about business performance, new partnerships and strategic initiatives.
Our actions: We update our shareholders through trading updates and other
press releases and reports. These inform investors on our business and financial
performance, alongside strategic and governance developments.
Annual and Interim Reports and investor presentations
What we learned: Providing accessible investor presentations and other
related material on annual and half-year results is essential for fostering
transparent engagement.
Our actions: We deliver twice-yearly results presentations, with transcripts and
presentation slides made available on our corporate website.
Shareholder engagement – meetings, conferences, site visits and the AGM
engaging the next generation
What we learned: Face-to-face engagement opportunities are important
for building stronger relationships with our shareholders and ensuring open
communication between the Board and stakeholders.
Our actions: In 2025, we hosted or attended a range of shareholder engagement
events including institutional investor road shows, investor conferences, site visits
and the AGM. At these events we share relevant information and updates, and
welcome answering shareholder questions. The AGM provides all shareholders with
the opportunity to ask questions, with all Company Directors and the Chair of each
Board Committee present.
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.
Our actions: We have employed a new Company Secretary and a new full-time
Investor Relations Director, both with extensive UK plc experience. In addition to
Senior Executive management, our Committee Chairs are also available to meet
with shareholders and address any questions. We receive regular shareholder
feedback via our brokers, and in 2025, we commissioned an independent review
ofinvestor perceptions with a selection of our larger institutional shareholders.
This has informed our strategic approach in 2026.
Hilton Food Group plc Annual Report & Financial Statements 2025 41Overview Strategic Report Governance Financial Statements
Sustainability
Executive Chair’s statement 43
Sustainability Committee Chair’s statement 45
Our 2025 Sustainable Protein Plan at a glance 46
Strategy evolution 49
How we work through the value chain 50
Delivering net zero 51
Materiality 52
TCFD 53
Non-financial disclosures 67
Non-financial and sustainability
information statement
74
Executive Chair’s statement
43
Sustainability Committee Chair’s statement
45
Our 2025 Sustainable Protein Plan at a glance
46
Strategy evolution
49
How we work through the value chain
50
Delivering net zero
51
Materiality
52
TCFD
53
Non-financial disclosures
67
Non-financial and sustainability
information statement
74
Hilton Food Group plc Annual Report & Financial Statements 2025 42Overview Strategic Report Governance Financial Statements
Executive Chair’s statement
The success of the 2025
Sustainable Protein Plan
Our progress against the
2025 Sustainable Protein
Plan reflects the strength
of our strategy and the
commitment of our teams
across the world. We set
ambitious targets because
we believe responsible
growth and high operational
standards go hand in hand.
I am proud of what we have
achieved so far.
The safety and wellbeing of our
colleagues remains a non-negotiable
priority. Through our Group Destination
Zero strategy, we reduced the severity of
injuries by 28% against our 2020 baseline.
A safety-first culture is fundamental
to our long-term success. We remain
focused on protecting our colleagues and
creating an environment where people
can work confidently and safely.
Our environmental progress shows
both ambition and delivery. We reduced
absolute Scope 1 and 2 emissions by
36%, with further progress on Scope 3,
supported by achieving 80% renewable
electricity globally and 92% in Europe.
Improved resource efficiency has led to
a 15.7% increase in energy efficiency and
a 33% reduction in food waste since 2021
across our global sites
1
.
In packaging, we achieved 54% recycled
content across plastic packaging.
Innovation has been key: flow wrap
technology, a successful 100% tray-to-
tray recycled packaging trial at Hilton
Foods UK and compostable tray liners
introduced with Tesco. While national
recycling infrastructure presents
challenges, we are committed to pushing
forward where we can.
As we look ahead,
our strategy remains
firmly anchored in the
Sustainable Protein Plan.
The foundations we have
built: grounded in science,
robust data and clear
standards now enable us
to move confidently into
the next phase.”
Mark Allen OBE
Executive Chair
36%
reduction in absolute
Scope 1 and 2 emissions
80%
renewable electricity
globally
54%
recycled content across
plastic packaging
recycling infrastructure presents
challenges, we are committed to pushing
1 Excludes new acquisitions since 2020, including Dalco and Foppen.
Hilton Food Group plc Annual Report & Financial Statements 2025 43Overview Strategic Report Governance Financial Statements
Executive Chair’s statement
continued
Animal welfare has remained a central
focus throughout. We maintained high
welfare standards across our supply
chain, alongside a mature animal
welfare measurement system and audit
programme. We continue to upskill our
auditors, our auditor training has been
fundamental to its success. This work
reinforces the responsible practices that
underpin our products.
We have also made meaningful progress
across other areas of our People
pillar. All sites have now undergone
independent SMETA audits, and 82%
of high-risk primary suppliers have been
risk assessed. We also exceeded our
target for women in leadership, reaching
34%, and expanded our partnership with
Meat Business Women to strengthen
development opportunities across the
organisation. This commitment applies
across Hilton Foods, with more than
190 colleagues completing our Talent
Development Programme since its
launch in 2019, in addition to the launch
of our first graduate scheme in 2025.
Taken together, these achievements
demonstrate clear and steady progress
built on strong foundations. As we move
into the next phase of the Sustainable
Protein Plan, we will sharpen our focus
further, concentrating on areas where
we can create the greatest long-term
impact for our business and the wider
food system.
As we look ahead, our strategy remains
firmly anchored in the Sustainable
Protein Plan. The foundations we have
built: grounded in science, robust
data and clear standards now enable
us to move confidently into the next
phase. This will be a period defined by
implementation and delivery, turning
plans into action, accelerating progress
against our Group Transition Plan and
meeting the ambitious targets we have
set for the years ahead. With stronger
alignment across the business and a
sharper focus on where we can drive the
greatest impact, we are well positioned
to deliver sustained long-term progress.
Mark Allen OBE
Executive Chair
30 March 2026
Read more in our Sustainability Report.
Sustainability is central to how we operate, what we deliver for customers, and
the ambition that drives our people. It is embedded throughout our business
and underpins every decision we make. We believe in building a resilient company,
one that prioritises both people and the planet.
This section provides a summary of our progress against the 2025 Sustainable
Protein Plan, highlighting key achievements and challenges as we work towards
our ambitious goals. You will also find an introduction to the next stage of the
Sustainable Protein Plan, alongside our annual Task Force on Climate-related
Financial Disclosures (TCFD) and non-financial disclosures covering emissions,
energy, water and people data.
For full details, including all non-financial disclosures, our progress update against
the 2025 Sustainable Protein Plan, the next phase of the strategy and case studies,
please refer to our standalone Sustainability Report.
An introduction to this chapter
Hilton Food Group plc Annual Report & Financial Statements 2025 44Overview Strategic Report Governance Financial Statements
Sustainability Committee Chair’s statement
Delivering the 2025
Sustainable Protein Plan
Five years ago, we launched
our Sustainable Protein
Plan. Five years on, and
Hilton Foods has changed
significantly. We’ve
announced expansions
into two new markets
and welcomed 2,000
new colleagues.
With this growth has come new
challenges, as we look to manage these
expanding operations in a sustainable
way and support our new customers
with their own sustainability agendas.
The wider world has also changed
dramatically, with increasingly frequent
climate-related incidents, supply chain
disruption due to geopolitical changes
and with many countries having become
more divided over the right priorities and
policy ambitions.
Despite these changes, sustainability has
remained central to our business, and
we have continued to deliver against
our Sustainable Protein Plan. We have
achieved industry leading CDP scores, an
A for Climate and Supplier Engagement
and A– for Forests and Water, which
reflect the transparency and rigour of
our reporting. Our commitment to high
quality reporting was further recognised
with the PwC Excellence in Sustainability
pillars, reflecting its impact on people,
nature and resource use. Put simply,
focusing on two, rather than three pillars
provides a clearer distinction between
different projects and workstreams, and
reduces overlap between the different
areas of activity.
Underpinned by strong governance,
standards, transparency and
partnerships, this next phase will deepen
our work to cut emissions, reduce
packaging waste and accelerate nature
positive practices, while advancing
human rights and inclusion across our
operations and supply chain. We will also
improve how we measure impact, using
better data and clearer reporting to drive
accountability and progress.
Sustainability is not a separate agenda
for Hilton Foods but core to business
strategy. It shapes how we operate and
how we continue to grow responsibly.
The progress we have made is thanks to
the dedication of our colleagues and the
trust of our partners. As we move into
this next chapter, we remain committed
to making sustainable protein the
affordable choice for more people and
the planet.
Rebecca Shelley
Group Sustainability Committee Chair
30 March 2026
Reporting Award. Since 2020, we
have reduced absolute Scope 1 and 2
emissions by 36% and Scope 3 emissions
by 33%. This progress was acknowledged
by industry peers when we received the
bronze award for Edie’s Net Zero Strategy
of the Year. Inclusion has strengthened
too, with women now representing
34% of leadership roles. This progress is
supported by our Long-Term Incentive
Plan (LTIP), which includes measurable
targets to hold leadership to account.
As we move into the next iteration of
our plan, outlined in this report, our
focus is on evolution, not a rewrite or
reset. We are building on what we have
learned over the past five years, reflecting
the latest science and regulation, and
strengthening the rigour that underpins
our approach. The Board has been
closely involved in shaping this direction,
engaging our in-house experts to ensure
our strategy remains ambitious and
evidence-led.
Governance has also been strengthened,
with measured sustainability
targets and oversight continuing
through the Group Audit, Risk and
Sustainability Committees.
Our updated Sustainable Protein Plan
is built around two pillars: People and
Planet. This simplifies the structure of
the plan without reducing its ambition.
Product remains central to our business
but it is now integrated across both
Sustainability is not
a separate agenda for
Hilton Foods but core
to business strategy.
It shapes how we operate
and how we continue
to grow responsibly.”
Rebecca Shelley
Chair, Group Sustainability
Committee
Chair, Group Sustainability
Committee
Hilton Food Group plc Annual Report & Financial Statements 2025 45Overview Strategic Report Governance Financial Statements
Our 2025 Sustainable Protein Plan at a glance
People
Pillar 2025 targets Status Progress
Valuing
people
Reduce Lost Time Incidents (LTIs) by 10% (against 2020 baseline
across Hilton Foods).
B
LTI frequency rose by 4% versus the 2020 baseline. Over the same period,
hours worked increased by 31%, reflecting a significantly expanded
operating footprint. While our target was not achieved, injury severity
improved by 28%. Through our Destination Zero strategy, we remain
focused on improving injury prevention across our business.
Establish Global Wellbeing Framework to support
employee wellbeing.
A
Established Group Wellbeing Framework in 2022, now enhancing and
integrating into health and safety management.
30% of all leadership roles filled by women.
A
34% of women in leadership roles.
Employee consultative forums or works councils at all
Hilton Foods sites.
A
All Hilton Foods sites have an employee consultative forum or works council
in place.
Protecting
human
rights
Functioning governance structure in place.
A
Integration into key risk processes. Read more on our governance structure
on page 54 and in the human rights section of our GRI index Report.
Train all Hilton Foods employees on human rights.
P
Global materials in production for distribution on our new online
learning system.
Modern slavery awareness training extended to all
managerial colleagues.
P
Co-designed with Slave-Free Alliance and in production, to be accessible
onour new online learning system. This will be rolled out throughout 2026.
100% of Hilton Foods production facilities ethically audited.
A
100% of Hilton Foods production sites have had a third-party ethical audit.
100% of labour and service providers audited to Hilton Foods Agency
Labour Standard.
P
86% of our sites have successfully conducted full internal audits of their
agency labour providers.
100% of primary suppliers signed up to Hilton Foods Supplier Social
Code of Conduct.
A
All Hilton Foods businesses have engaged their primary suppliers
onthis requirement.
100% of new primary suppliers screened using Hilton Foods
Social Criteria.
A
Ethical screening integrated into new supplier approval for
protein suppliers.
100% of high-risk primary suppliers audited.
P
82% of high-risk primary suppliers audited using SMETA audits.
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.
P
Progress made with ‘work conversations’ being a key focus area for 2027.
Development opportunities for all management talent identified as
ready for succession through annual review of leadership capability
and succession.
P
Succession planning and leadership capability undertaken for
key leadership and critical roles. Read more on page 21 of the
Sustainability Report.
150 colleagues to go through leadership development programmes
by 2025.
A
190 colleagues have taken part in our Talent Development programmes
since 2019.
A
Achieved
P
Progress made
O
On track
B
Behind
Hilton Food Group plc Annual Report & Financial Statements 2025 46Overview Strategic Report Governance Financial Statements
Our 2025 Sustainable Protein Plan at a glance
continued
Planet
Pillar 2025 targets Status Progress
Reducing
emissions
100% renewable electricity across all own operations in Europe
bythe endof 2025 and globally by 2027.
O
80% renewable electricity globally, 92% in Europe, with contracts in place
across all our European sites for 2026 and a renewable supply for our largest
site outside of Europe confirmed for 2026.
Achieve our science-based targets (SBTs) across Scope 1, 2 and 3,
andpublishupdated ambitions.
O
Updated our SBTs in line with 1.5°C and published Group Transition Plan.
36% reduction in absolute Scope 1 and 2. 33% reduction in absolute Scope 3.
Intensity reduction of 15% in emissions of cattle in Europe by
2025 (aligned to the European Roundtable on Sustainable Beef
Sustainability objectives).
A
Detailed Group Transition Plan focused on decarbonising our beef
supply chains.
Enhancing
animal
welfare
More than 90% of livestock from farms in assurance schemes.
P
87% of all livestock (cattle, pigs, poultry and sheep) in our global supply
chain are from farm-assured sources.
100% humane slaughter of animals across all our products
including aquaculture.
A
100% of animals in our supply chain are stunned prior to slaughter.
Responsible antibiotic use throughout our supply chain.
O
Farmers in our value chain have made significant progress in reducing their
antibiotic use across global supply chains. We have been active members
ofthe Food Industry Initiative on Antimicrobials (FIIA) since its foundation.
Nature
positive
Eliminate deforestation from the conversion of natural forests
toagriculture or livestock production in our supply chains.
P
Recognised by CDP with an A– score for our Forests disclosure, we have
made strong progress in demonstrating compliance for European
deforestation legislation and working with suppliers of at-risk commodities
to demonstrate deforestation-free supply chains.
Maintain 100% of paper and board from certified sources.
A
100% of paper and board purchased is from an FSC or PEFC-certified chain
of custody.
Planning and reporting tools provided to all farmers to support
regenerative farming.
A
Supported development of Chirrup.ai box, an artificial intelligence
tool supporting farmers to measure biodiversity using bird song.
Developed three-year partnership with The Royal Countryside Fund to
support UK family farms.
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 the Ocean Disclosure Project.
P
95.7% of seafood suppliers have been audited against Hilton Foods
standards and will be reported in the Ocean Disclosure Project under
the 2026 disclosure.
Hilton Foods Seachill directly sourced wild caught seafood 100%
certified tothe MSC standard or equivalent.
P
99.7% of Hilton Foods Seachill is MSC certified, we continue to engage
withthose fisheries that are yet to be certified.
A
Achieved
P
Progress made
O
On track
B
Behind
Hilton Food Group plc Annual Report & Financial Statements 2025 47Overview Strategic Report Governance Financial Statements
Our 2025 Sustainable Protein Plan at a glance
continued
Product
Pillar 2025 targets Status Progress
Balanced
healthy
diets
Double sales (100%) of plant-based, vegetarian and flexitarian products
(compared to a 2020 baseline).
A
188% increase in 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.
A
We benchmarked all our products in 2024 and continue to monitor
tosupport our New Product Development colleagues.
Circular
packaging
Reduce direct packaging waste by 30% (compared to 2021 baseline).
A
45% reduction in equivalent site waste against 2021 baseline.
1
Drive demand for circular tray-to-tray recycling and actively prioritise
the use of circular material.
A
By introducing tray-to-tray recycling across most of our sites, we have
successfully established a robust end market and achieving up to 17%
tray-to-tray recycled material in our trays.
All Hilton Foods retail packaging fully reusable, recyclable
or compostable.
B
74% of total packaging is designed for recyclability.
Achieve minimum of 50% average recycled content across
allplastic packaging.
A
Achieved 54% average recycled content across our plastic packaging.
Reduce the weight of plastic packaging, while ensuring it remains
fit for purpose.
A
Downgauging initiatives resulted in a total saving of 365 tonnes of plastic
reduction in 2025.
Resource
efficiency
Improve energy efficiency in Hilton Foods facilities by at least 10%
(compared to 2020 baseline).
A
15.7% reduction in total equivalent energy consumption
1
.
Improve water efficiency in Hilton Foods facilities by at least 10%
(compared to a 2020 baseline).
P
6.8% reduction in total equivalent water consumption. 28.9% reduction
at our most water stressed site in Australia
1
.
Halve Hilton Foods factory generated food waste by 2030 compared
to2021
2
(in line with the Champions 12.3 commitment to deliver
UNSDG 12.3).
O
33% reduction in food waste compared to a 2021 baseline
1
.
Notes
1 Excludes new acquisitions since 2020, including Dalco and Foppen.
2 The baseline year was changed to use more accurate and complete underlying data across the Group.
A
Achieved
P
Progress made
O
On track
B
Behind
Hilton Food Group plc Annual Report & Financial Statements 2025 48Overview Strategic Report Governance Financial Statements
Strategy evolution
Moving forward, we have
evolved our sustainability
strategy to take a truly
holistic approach centred
on two corepillars, People
andPlanet. This evolution
reflects our commitment
tointegrate product ambitions
directly into these pillars,
simplifying our strategy,
whileamplifying impact.
By removing sub-pillars, we are breaking
down silos and improving how we
communicate and deliver our sustainable
priorities across the business.
At the heart of this transformation lies
our strong foundations: partnerships,
standards, transparency and governance.
These enablers provide the rigour and
consistency needed to keep our progress
robust and aligned with our long-term
goals. Through deeper collaboration
and end-to-end partnerships across our
supply chain, we are driving meaningful
change that benefits both people and
the planet.
The Sustainable Protein Plan is not
just about protein, it is about creating
a resilient food system that supports
people and planet.
The Sustainable Protein Plan
P
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PeoplePlanet
Read more on the next phase of
the Sustainable Protein Plan in
our Sustainability Report page 40.
Hilton Food Group plc Annual Report & Financial Statements 2025 49Overview Strategic Report Governance Financial Statements
How we work through the value chain
Driving sustainability from
farm and fishery to fork
While we don’t control every stage of
our supply chain, we set rigorous social,
environmental, and quality standards for
our suppliers, ensuring our ingredients
are responsibly sourced. We are able to
deliver robust due diligence through the
transparency platform, Foods Connected.
This is where all our standards, risks
assessments and audits are housed, and
we communicate with our supply base.
Along with our customers and suppliers,
we are focused on being part of a food
system that supports farms, protects
people at every stage of the supply chain
and celebrates sustainable practices
to ensure we are fit for the future.
Read more on the policies
section of our website.
Upstream Own operations Downstream
Influence
Control
Influence
Audit
ConsumerRetail customerHilton FoodsFeed Farm/Vessel Abattoir
Research into
alternative
proteins
Hilton Food Group plc Annual Report & Financial Statements 2025 50Overview Strategic Report Governance Financial Statements
Delivering net zero
20252020 2030 2048
Emission reduction
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Milestones to date
Scope 1 and 2
▶ Implemented energy
efficiencyprogramme ISO 50001
across 14 sites
▶ On-site solar generation installed
at six sites
▶ Renewable electricity contracts
in place at 15 sites
▶ Site-level decarbonisation plans
in place at all sites
▶ Heat recovery installed at 11 sites
Scope 3
▶ Installed EV charging at the
majorityof Hilton sites
▶ 100% of palm oil and directly
purchased soy is certified
deforestation-free
▶ 100% paper and board purchased
isfrom a FSC or PEFC-certified
chain of custody
▶ Programmes in place to collect
emissions data from key suppliers
and support them with reductions
▶ Provide supply chain
guidance to transition
tonet zero machinery
▶ Industrial decarbonisation
in material and fertiliser
production sectors
▶ Implement livestock
farming practices,
which actively enhance
carbon sequestration
▶ 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
This page breaks down the actions we’ve taken and will take
to achieve our target to be net zero by 2048.
Ongoing and future actions
Scope 1 and 2
▶ Implementing ISO 50001
across all sites
▶ Installing local renewable
generation across our
global production sites
where appropriate
▶ Implementing renewable
electricity globally by 2027
▶ Converting fleet to zero-
carbon alternatives
▶ Installing heat pumps
and lower-carbon
cooking processes
▶ Phasing out CO
2
discharge
mince cooling across sites
▶ F-gas phase out
programme across sites
Scope 3
▶ Improve packaging
toreduce food waste
inconsumer homes
▶ Continuous improvement
projects to reduce the
amount of virgin material
used in packaging
▶ Projects in place to deliver
50% reduction in food
waste globally
▶ Continue to implement
climate-related
clauses and reporting
requirements
with suppliers
36%
Reduction in Scope 1 and 2
33%
Reduction in Scope 3
By 2030, we will
reduce absolute Scope
1 and 2 emissions by
95%
and reduce our
Scope 3 by
45%
By 2048, we will be
net zero
A
Scope 1 and 2
B
Scope 3
A
B
Hilton Food Group plc Annual Report & Financial Statements 2025 51Overview Strategic Report Governance Financial Statements
Materiality
Material issues
Our 2025 material topics
1
are:
Biodiversity and
deforestation
Biodiversity and
deforestation relate to
how our sourcing and
operations affect natural
ecosystems. We work to
eliminate deforestation
from our supply chains,
protect habitats, and
support responsible
sourcing that safeguards
species, ecosystems
and forest landscapes.
Addressing these issues
reduces nature-related
risks, strengthens
supply-chain resilience
and supports sustainable
food production.
Climate change
This considers the
impact of climate
change on our business,
how our operations and
supply chain contribute
to climate change, and
the actions we take to
mitigate climate change.
We are strengthening
measurement across
our value chain and
accelerating delivery
against our science-
based targets, as laid out
in our Group Transition
Plan. Addressing climate
change is essential
to reducing risk and
building long-term
business resilience.
Health, safety
andwellbeing
At Hilton Foods, the health,
safety and wellbeing of
our people, partners and
visitors is fundamental to
our success. Our Destination
Zero global strategy
underpins how we bring
this to life in everything
we do, from factory floor
to executive boardroom.
We demonstrate progress
through robust programmes,
hazard identification,
continuous improvement
and ongoing verification.
Through our clear focus on
health, safety and wellbeing
we will create a workplace
where safety and wellbeing
are not just goals, they define
how we work every day.
Human rights
Human rights relate to
the people connected to
our business, including
employees, agency
workers, supply chain
workers and local
communities. We work
to identify, prevent
and address actual
and potential impacts
across our global
operations and supply
chains. Guided by
international standards,
our programme
strengthens labour
standards, responsible
recruitment and access
to grievance, ensuring
we respect the rights
of everyone linked to
our business.
Product safety, quality
and integrity
Product safety, quality
and integrity relate to
the rigorous standards
and controls that ensure
we consistently deliver
safe, legal and high
quality food products.
Everyone across our
sites plays a role in
maintaining these
standards. As we expand
into new markets
and increase our
customer base, strong
systems, audits and
culture-led vigilance
remain essential
to managing risks,
protecting consumers
and upholding trust in
our products.
Sustainable management
of fisheries, aquaculture
and agriculture
Sustainable management
of fisheries, aquaculture
and agriculture relates
to how we source and
support responsible,
resilient land and
sea-based production
systems. We work to
protect marine and
terrestrial ecosystems,
improve farming and
aquaculture practices, and
strengthen supply chain
resilience to climate-related
physical and transition
risks. Working towards
sustainable production
across land and sea
is vital for supply
security and long-term
business resilience.
Our materiality assessments
map the most crucial aspects
of sustainability.
Our 2025 reporting focuses on previously
reported material topics. While we
planned to include the findings of our
double materiality assessment (DMA),
the global sustainability reporting
Note
1 Material topics are in alphabetical order, not necessarily in order of importance.
Read more in the GRI index
of our Sustainability Report.
For 2025, these material topics were
reviewed by our internal working group –
comprising colleagues from finance,
risk, sustainability and the secretariat –
to confirm their continued relevance
in the context of our business and
operating environment. Following this
review, the topics were formally approved
by the Sustainability Committee.
landscape is undergoing significant
changes and several of the jurisdictions
we operate inare finalising their own
legislation. We are, therefore, monitoring
developments to ensure that our
reporting aligns with expectations and
regulatory requirements across all our
international markets before revising
andpublishing our DMA.
Our material topics were identified
through consultation with internal
andexternal stakeholders. This included
engagement with subject-matter
experts, non-government organisations,
customers, retailers and suppliers
to ensure we captured a holistic
and nuanced understanding of the
sustainability issues that matter
most to both Hilton Foods and our
wider stakeholders.
Hilton Food Group plc Annual Report & Financial Statements 2025 52Overview Strategic Report Governance Financial Statements
TCFD
2025 climate disclosures
Introduction
Climate change is creating growing
challenges for food production across the
world. Understanding both the impact
and the dependencies of our value chain
on the environment is crucial to ensure
the long-term resilience of our business.
To support this, we have developed our
in-house spatial modelling capability,
which enables us to run detailed scenario
analysis across our key value chains.
These insights inform our ongoing
strategy and make our business more
resilient for the future.
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. In the following sections
weset out our climate-related financial
disclosures, prepared in full accordance
with the TCFD recommendations and
recommended disclosures as detailed
in ‘Recommendations of the Task Force
on Climate-related Financial Disclosures’,
2017, including the relevant annexes
and supporting guidance. Detail on the
11 recommended disclosures can be
found on the following pages, in addition
to detail of where climate-related
disclosures outlined in Section 414CB
ofthe Companies Act 2006 are located
inthe following table.
Recommendation 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 54 (a)
Describe management’s role in assessing and managing
climate-related risks and opportunities
Page 55 (a)
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 56 (b)
Describe the organisation’s processes for managing
climate-related risks
Page 56 (b)
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Page 56 (c)
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 57 (d)
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
andfinancial planning
Page 57 (e)
Describe the resilience of the organisation’s strategy,
takinginto consideration different climate-related scenarios,
including a 2°C or lower scenario
Page 57 (f)
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 64 (h)
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
Page 67 (h)
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
Page 66 (g)
Hilton Food Group plc Annual Report & Financial Statements 2025 53Overview Strategic Report Governance Financial Statements
TCFD
continued
Governance
Governance structure
At Hilton Foods, sustainability is woven
into how we work. We have built a
governance structure that embeds
sustainability at every level of the
organisation, ensuring accountability
and oversight across all functions and
enhancing business resilience.
At the heart of this framework is strong
leadership from both our Executive
Chair and the Sustainability Committee.
This commitment is reinforced through
the integration of sustainability
targetsinto our Long-Term Incentive
Plans (LTIP) (this is further detailed on
page 111). This approach aims to align
leadership performance with progress
against ourSustainable Protein Plan,
reinforcing our ambition to integrate
sustainability into decision making.
Board oversight of climate risks
andopportunities
The Board, led by our Executive Chair,
Mark Allen, is responsible for the
long-term success of the Group and
hasultimate responsibility for
climate-related risks, opportunities,
impacts and dependencies. The Board
meets a minimum of eight times a
year and provides rigorous challenge
to management on progress against
sustainability and wider business targets.
This year, the Board reviewed our
updated Sustainable Protein Plan, and
approved the Modern Slavery Statement
and Sustainability Committee Terms
of Reference. Our climate KPIs, goals
and objectives (detailed as follows)
areincluded in Board meeting agendas
as necessary, with ongoing oversight
Board
Set the ambition for long-term sustainability programme, embedding this in the business culture.
Risk Management Committee
Audit CommitteeSustainability Committee
Executive Leadership Team
Agree and oversee delivery of targets.
Find out more about the Executive Team on our website.
Senior Management Team
Set global strategy and oversee Group and local implementation plans.
Managing Directors
Group Sustainability Team
Site Sustainability Leads
People & Culture
Procurement
Reviews and monitors the climate-related
financialdisclosures and reports to the Board
onsustainability-related risks.
Read more on page 30.
Commercial Functions
Quality & Sustainability
Directors
Head of Departments
Reviews the effectiveness of risk management activities
throughout the Group.
Read more on our website.
A committee of the Board, the Sustainability
Committee, oversees the delivery of our
long-term social andenvironmental strategy
by providing advisory andoversight functions
through monitoring sustainabilityperformance,
ensuring alignment with theGroup’s mission,
values and stakeholder expectations.
Read more on our website.
Quality
Operations
Responsible for
sustainability projects & reporting
Integrate sustainability strategy
into their areas of responsibility
Hilton Food Group plc Annual Report & Financial Statements 2025 54Overview Strategic Report Governance Financial Statements
TCFD
continued
provided through their monitoring 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 framework,
including for climate-related risks and
opportunities, supported by audit and
assurance resources. The Board has an
ongoing review process for principal
risks, which include climate change
(see page 35) with an in-depth annual
assessment. The effectiveness of the
risk management process for principal
risks which includes climate change is
monitored by the Audit Committee.
The Board delegates certain sustainability
matters to principal committees.
The Sustainability Committee has
oversight of climate-related strategy,
while the Audit Committee reviews
andmonitors the effectiveness of
over-arching risk management and
the internal controls framework.
Board members collectively bring
experience relevant to human rights,
climate and nature 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 page 76). In addition, the
Board receives regular training on the
Group’s human rights and climate-related
challenges, including key and upcoming
legislation, regulatory trends and how
weare responding as a business.
Sustainability Committee
From a strategic perspective,
climate-related issues are discussed
within the Sustainability Committee,
chaired by Non-Executive Director,
Rebecca Shelley. Rebecca brings
substantial sustainability experience,
which helps to inform Board discussions.
Our Executive Chair is also a member of
the Sustainability Committee.
The Committee meets at least three
times a year and monitors the progress
and performance of the Group’s
sustainability strategy (the Sustainable
Protein Plan) and operational plans,
including our Group Transition Plan,
policies, procedures, and budgets. It is
also responsible for monitoring human
rights, animal welfare, climate and
nature-related risks to the business and
ensuring effective resource allocation.
The Committee provides advisory and
oversight functions to ensure alignment
with the Group’s mission, values and
stakeholder expectations. The Chair of
the Sustainability Committee updates
the Board as a standard agenda item,
ensuring the Board is informed of our
strategy and progress throughout
the year.
The Committee also reviews our reported
KPIs as outlined in Metrics and Targets
on page 65, through our KPI monitoring
system. This tracks Group-level metrics,
such as emissions, energy and water use.
Management’s role in assessing
andmanaging climate-related risks
and opportunities
Our Executive Chair, Mark Allen, is a
permanent member of the Sustainability
Committee and has ultimate
management responsibility for targets,
commitments and policies across human
rights, climate change, nature and wider
environmental issues.
Matt Osborne, our CFO, is a permanent
member of the Sustainability Committee.
As a member of both the Board and the
Executive Leadership Team, this ensures
the business maintains a strong strategic
link between financial, governance
and sustainability considerations as
we continue the delivery of our Group
Transition Plan.
Day-to-day governance of climate-related
issues are delegated to the Executive
Leadership Team. This team oversees the
strategy, our climate targets, monitors
our progress towards a more resilient, net
zero business and ensures our product
portfolio continues to meet changes
in demand.
The Executive Leadership Team
monitorsprogress using 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.
The Sustainability Team, led by the
Global Executive Director – Quality
and Sustainability, is responsible for
identification and mitigation of climate
risk, across our operations and supply
chains. Human rights in our own
operations are the responsibility of
the Chief People and Culture Officer.
Together, the Sustainability and
Executive Leadership Team oversee
emissions reduction and climate
adaptation projects in partnership with
customers and suppliers. Members of
the Sustainability team hold governance
roles within industry collaborative
forums; these are outlined on our
www.hiltonfoods.com/sustainability/
meet-the-team/.
Processes by which management is
informed about climate-related issues
In addition to the governance structures
outlined above, management is also
advised by our internal experts in
areas such as energy, aquaculture and
fisheries, sustainable agriculture and
supply chain. Colleagues also engage in
national, regional and global associations
and forums, contributing to discussions
on relevant risks and mitigations
and partnering with universities on
relevant research.
Management carries out regular
horizon scanning activities to monitor
climate-related risks and opportunities.
These insights inform the ongoing review
of Group environmental policies, which
cover both climate-related topics. This is
in addition to our annual sustainability
materiality process detailed on page 52.
We have implemented specific
purchasing controls to support our
ambitions, including simplified lifecycle
assessments for capital goods purchases
focused on climate impacts and
additional internal sign-off required for
the purchase of equipment that uses
fossil fuels or contains fluorinated gases.
We are also phasing climate-related
clauses into contracts with key suppliers.
Relevant senior colleagues, as well as
those in key commercial roles, receive
training on climate change.
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Risk management
Risk management and internal
controlframeworks
The Internal Audit and risk management
function support the identification
and monitoring of climate-related
risks and evaluate the effectiveness of
mitigation strategies. This ensures the
full integration of climate-related risks
into the Group’s risk management
framework. The Group Internal Audit
and Risk Director plays a key role in this
process, supported by the Sustainability
team, to ensure that management are
identifying, mitigating, monitoring and
reporting on all key risks, including those
linked to climate change. Through this
process they contribute to the agenda
for the Risk Management Committee,
a sub-committee of the ELT where
management review the relevance of
identified risks and associated mitigation
activities. Both the Risk Management
Committee and Audit Committee meet
aminimum of four times a year.
Our processes to identify, assess
andmonitor climate-related risks
The assessment of climate-related risks
is a collaborative effort across business
functions and allows for consideration
of a risk’s likelihood of occurrence,
timescale, and magnitude ofpotential
impacts. Physical risk profiling and
mitigative actions are conducted and
opportunities identified at a site level,
and combined to build a review of
Group-level risk. Transition risk
and opportunity is considered at
aGroup level.
Hilton Foods considers current and
emerging climate-related risks and
Risk Opportunity impact
Very
high
▶ Possible failure of the business and unable
to achieve corporate objectives
▶ 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
opportunities in all physical and
transition risk categories across 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. This information
helps to determine resource prioritisation
to manage the most material 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.
Climate-related risk assessment
We assess the relative magnitude of
climate-related risks and opportunities
using the following scale. This approach
is specific to climate-related risks and
distinct from the quantifiable indicators
we use to define our principal risks.
This scale helps us capture the significant
potential impact of climate-related risks
on the Group. It also helps us distinguish
between various high-risk climate
issues that would otherwise be equally
weighted under our principal risk matrix,
and provides a more accurate reflection
of their importance relative to other
Group risks.
Risks are reviewed annually to ensure
they remain representative and relevant,
and to monitor against emerging risks.
We have conducted an additional review
to consolidate previously reported risks
to improve clarity and ensure their
alignment with changes to ownership
ofspecific subsidiaries.
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Scenario Source
Change in global
mean surface
temperature
by 2100 Notes
RCP2.6 / SSP1 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.
RCP4.5 / SSP2 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 / SSP5 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.
Strategy
Approach
Hilton Foods recognises the essential
need to act on climate change.
This creates risks and opportunities to our
business, and so their management has
been factored into our Group 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.
For the purposes of this disclosure, we
have used the following time horizons for
our 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 strategy, our asset life and sufficient
time 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).
To better align with our wider
financial modelling and reflect the
temporal uncertainty inherent in
climate modelling, we have updated
the timescales considered in our risk
assessments from 2025.
Time horizon
From
(years)
To
(years)
Short 0 1
Medium 1 5
Long 5+
Our approach to scenario analysis
In line with the TCFD recommendations,
we have assessed how certain risks
behave under different climate scenarios
to inform our strategy and financial
planning. These details are set out in our
Group Transition Plan and the Physical
Risk section of this report. We used three
Intergovernmental Panel on Climate
Change (IPCC) scenarios to model both
physical hazards and transition risks and
opportunities. The time horizons for this
scenario analysis extend beyond our
overall risk time horizons, as defined by
the scenarios themselves. This approach
enables a 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.
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 Group Transition Plan.
We have conducted some initial
quantification of the potential
impact our climate-related risks and
opportunities may have on the Group.
However, 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.
Our Group Transition Plan is fully
integrated into our ongoing business
strategy and will continue to evolve
as we integrate further modelling.
When evaluating risk time horizons
in scenario modelling, we align to the
weighted average cost of capital for
thedisclosure year.
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Physical risks and opportunities
We have previously conducted a number
of assessments of the physical risks to our
business, primarily conducted by external
parties working in partnership with our
internal Risk, Finance and Sustainability
teams. In 2025, we brought this capability
in-house, enabling better integration
with strategic functions and continuous
monitoring of these risks. Physical risks
have been considered across two
levels ofaggregation, aligned with our
weighted average costs of capital for
2025. Our 2026 assessments will build
upon our TCFD work from previous years.
Seafood supply chains
Across both aquaculture and wild-caught
species, we have built on our work to
understand the impact warming will
have on seafood supply chains in our
major supply geographies. By combining
IPCC sea surface temperature projections
with observed temperatures from 2000–
2023, we identified the greatest warming
is expected in the Barents Sea, the Bering
Sea, and the south east coast of Canada.
This is likely to push species poleward
and into deeper waters. In a diminishing
range, species with broad temperature or
depth tolerance may adapt, while species
with narrow thermal ranges may face
unfavourable conditions.
Aquaculture’s exposure to climate
change is generally lower as many
parameters are closely controlled,
nonetheless, rising sea surface
temperatures are likely to lead to
increased stress in some areas, reducing
feed conversion and extending
grow-out times. Warming in the
Norwegian Sea is not likely to exceed
Atlantic salmon’s optimal range but
could heighten salmon lice pressure,
potentially constraining net pen
production. This is likely to benefit
land-based production and there is a
trend to producing larger smolts into
the marine phase of the salmon lifecycle
to reduce exposure to pests. To ensure
our long-term business resilience,
we are working with stakeholders to
diversify our supply chains and product
strategy accordingly.
Beef supply chains
In 2025, our specialist team concluded an
assessment of our beef supply chains in
the UK, Ireland and Australia (our most
material supply chains) aligned to the
TNFD LEAP guidance. The assessment
focused on areas with cattle density
>5/km
2
and prioritised locations with high
environmental sensitivity. We conducted
a detailed assessment of the key
climate-related dependencies
and impacts in our supply chain.
This was validated against our materiality
assessment and these risks/opportunities,
which were categorised bytheir primary
impacting factor.
This produced eight risk/opportunity
clusters, which were evaluated to
accurately represent their complexity:
temperature increase, water quality,
rainfall, public sentiment, biodiversity,
manure management, productivity and
flooding. The resultant composite risks
maps enable us to identify risks and
opportunities in our supply chain.
The business’ diversified sourcing and
business model provide resilience across
the LEAP-assessed risks, although the
studied regions remain strategically
important. The UK and Ireland are
generally low risk although some
small areas of moderate risk were
identified, where we are developing local
management plans for these risks.
Queensland poses the highest localised
risk exposure due to rising temperatures
and water stress. Southeast Australia is
moderate-risk, with the Murray–Darling
Basin facing high and increasing
water stress, but it is not critical to our
supply. South western Australia also
carries moderate risk from temperature
increases. Our diversified sourcing model
limits exposure across all regions, and
we continue working with customers
onmitigation strategies.
Operations
Although such events may be
infrequent, extreme weather poses
arisk to Hilton Foods’ core operations.
Following assessment under
IPCC-aligned future scenarios, we
identified that all of our sites are at a
low risk from wildfires and hurricanes,
however, some riverine and coastal flood
risks were identified. Our sites in the
Netherlands have a medium flood risk
profile in the short and medium-term
that is actively managed by national
flood-protection authorities. No other
sites were identified as exposed to flood
risk. All sites have business continuity
plans that proportionately consider the
site’s response to disruption and ensure
rapid recovery.
Hilton Food Group plc Annual Report & Financial Statements 2025 58Overview Strategic Report Governance Financial Statements
1. Increased risk to production facilities and critical infrastructure from extreme weather events, drought and sea level rise exacerbated by climate change
Risk/Opportunity Risk
Area Own operations
Type Acute and Chronic
Primary potential
financial impact
Disruption to production, loss of inventory, destruction of protections, damage to property,
plant and equipment, increased insurance premiums
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Physical risk and opportunity tables
Description Our Dutch sites are at high or extreme risk from rising sea levels and coastal storm surge under all scenarios by 2100, while our Grimsby sites are
projected to increase from medium to high risk under SSP2 and SSP5. Potential flooding is likely to cause damage to property, plant and equipment,
inventory loss, disrupt production and increased insurance premiums. Other sites are not identified as being vulnerable to sea level rise.
Our Auckland facility has medium exposure to flash floods, with maximum five-day precipitation projected to rise by 11% and 14% under SSP1 and SSP2
scenarios respectively by 2030. When measuring wind speed severity, the site will remain at medium exposure (121–160km/h) to extratropical cyclones
under all future time horizons and scenarios.
While our modelling does not indicate a direct impact to our Brisbane facility, our modelling suggests high precipitation stress and severe flash
flooding may impact local infrastructure, transport links and employees, affecting the normal operation of the site. High risks from storms were
notidentified at other sites.
Sites in Australia (Truganina and Bunbury) and Greece operate in water scarce areas, and this risk is expected to rise under all scenarios, with more
infrequent precipitation events and increased annual maximum temperatures.
Time horizon Short-term Medium-term Long-term
Impact under
SSP1
Medium Medium High–Very High
Impact under
SSP2
Medium
Medium
High–Very High
Impact under
SSP5
Medium–High
High
High–Very High
Areas impacted Netherlands, Grimsby, Auckland, Brisbane, Truganina, Bunbury, Preveza
Response The Netherlands have very strong regional flood protection, 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, climate-related coastal flooding events are a long-term
risk and additional concrete wave walls were installed in Grimsby between 2013 and 2016. Given the proximity to population centres and critical national
infrastructure, we anticipate this level of investment to be maintained by the Dutch and UK Government to reinforce flood protections, so quantification
ofunmitigated risks is likely to be misleading. This is a gross long term scenario risk, and presents no current risk to our financial viability or going concern.
Projected precipitation increases at our Auckland and Brisbane facilities are difficult to model due to the infrequency, variability and interrelation
ofsmall-scale physical processes of storms. We continue to monitor evolving risk projections and update business continuity strategies accordingly.
Both sites maintain robust disaster preparedness plans for physical hazards, including severe storms.
While the medium-term water supply outlook is currently healthy for Truganina and Bunbury, water levels in the Northern Greece basin system are
at a 15-year low. There are currently no local restrictions on industry and due to the criticality of food production, this is unlikely to change. Our Preveza
facility has access to both municipal and groundwater sources, enabling operations during periods of shortage without compromising hygiene.
Additionally, the Greek Government is implementing a national programme to divert water and build desalination plants to ensure the long-term
supply of water if recent rainfall patterns persist. As Preveza sources from outside the region, this is very unlikely to impact our supply chain. This is not
likely to be a material risk to the wider business as production could be shifted to other facilities.
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Physical risk and opportunity tables continued
2. Extreme weather and chronic climate impacting on upstream supply chains
Risk/Opportunity Risk
Area Upstream
Type Acute and Chronic
Primary potential
financial impact
Disruptions in local supply, regional availability and/or pricing volatility, fall in stock/volume
available, damage to trophic structure, increased cost of ingredients, reduction in sales
Description Our modelling suggests specific elements of our supply chain could be vulnerable to both acute and chronic impacts of climate change. Across
all scenarios, we are likely to see increased levels of heat stress, drought and extreme weather events. This is likely to drive volatility in the supply of
water and animal feed for farmed species, and changes to salinity, pH, and nutrient availability in marine systems. This is likely to impact terrestrial
agriculture, 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.
Sudden regional shocks may increase volatility in food prices in international markets, which can knock on to global sales. The impact on beef and
seafood supply chains is discussed in more detail in this year’s report, with further detail in previous reports.
Time horizon Short-term Medium-term Long-term
Impact under
SSP1
Low–Medium
Low–Medium Medium
Impact under
SSP2
Low–Medium Medium Medium–High
Impact under
SSP5
Medium Medium High
Areas impacted Global, particularly North Atlantic and Australia
Response Long-term regional climate impacts will be industry-wide rather than specific to Hilton Foods. We maintain flexible global and regional supply chains,
supported by our trading busines, Hilton Food Solutions, and have lower exposure to local disruptions as we are not integrated at the farm level.
Most meat products are sourced from Northern Europe, where climate impacts are considered manageable with adaptation to precipitation and
temperature changes. Australian livestock production contributes significantly to global supply, and adaptation strategies for intensive systems are
established.
Aquaculture yields depend on water conditions, and the sector proactively addresses climate risks through genetic selection, alternative farming
techniques, and novel feeds such as algae and insect-based options to reduce reliance on wild-capture fish. We continue assessing aquaculture
supply chain risks and diversifying sourcing and product strategies. Increasing species diversity and maintaining flexible production capacity enhances
resilience to climate and nature-related challenges in wild fisheries. This is a gross long term scenario risk, and presents no current risk to our financial
viability or going concern.
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Physical risk and opportunity tables continued
3. Improved yields of ingredients due to warmer temperatures or increased rainfall and higher yields
Risk/Opportunity Opportunity
Type Chronic
Area Upstream
Primary potential
financial impact
Lower costs for ingredients
Description Our climate modelling indicates Northern Europe may become more agriculturally productive due to rising temperatures and increased rainfall.
Inthe UK and Ireland, recent warming trends have boosted rainfall and temperatures, driving higher Net Difference Vegetation Index (NDVI) values,
which signal improved biomass volume and quality. This is expected to enhance feed crop availability, increasing livestock growth rates and reducing
production costs, leading to lower ingredient costs. Modelling suggests the region is unlikely to reach a tipping point towards negative outcomes
before 2100 under any scenario, however, the compounding impacts of extreme anomalies remain a consideration.
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 Low–Medium
Areas impacted Global, particularly North Atlantic and Australia
Response We constantly evaluate our supply chains to ensure their resilience and secure the most competitive pricing in line with our supplier guidance.
Transition risks
andopportunities
Hilton Foods released our detailed Group
Transition Plan in November 2024,
which 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.
Delivery of our Group Transition Plan
requires collaboration with our partners
across the value chain, industry
and local communities. In 2025, we
partnered with the University of Lincoln
to understand the possible human
rights risks associated with our Group
Transition Plan. Students assessed
energy, agricultural and packaging
value chains to identify potential policy
shifts and reputational risks linked
to the implementation of our Group
Transition Plan. The most significant
risks related to ownership of land-based
carbon sequestration and changes in
the supplier base. We have implemented
human rights due diligence programmes
across our supply chain to mitigate these
risks and require high-risk suppliers to
conduct a SMETA audit. Our approach
to modern slavery is detailed in our
www.hiltonfoods.com/media/ajvd1ovx/
hilton-foods-modern-slavery-act-
statement-2025.pdf.
Our specialist team conduct regular
horizon scanning to monitor policy,
technology and market risks across our
value chain, engaging with government,
farm assurance bodies and NGOs to
ensure our business remains robust to
wider transition risks. The likely impact
of transition risks and opportunities
have not been formally analysed on
a scenario basis due to the level of
uncertainty projecting policies robustly
into the future.
Following the sale of our majority share
in Foods Connected, the opportunities
associated with supply chain automation
have diminished and consequently, been
removed. Following a review of policies in
relevant jurisdictions and changes to our
internal strategy we have re-evaluated
the severity of risks 2 and 3.
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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 a loss of market share and reduced revenues.
Time horizon Short-term
Impact
Medium
Areas impacted Developed markets
Response Our mitigation strategy includes creating a diversified
portfolio of proteins that aligns with consumer demand and
achieving significant reductions in the emission intensity
ofour beef and lamb supply.
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 as required.
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-term
Impact
Medium
Areas impacted Global
Response Our Group 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).
In addition, we continue to work with partners on product
formulation and sourcing to reduce the impact of our
products and have introduced carbon footprinting into new
product development and specific areas of purchasing.
Further details can be found in our Group Transition Plan
andSustainability Report.
Transition risks and opportunity tables
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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, reputational
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 in the market.
Upstream, we are not integrated at the farm level so rely
onfarmers and other stakeholders to drive reductions of
beef-related emissions.
Reputational risks are most likely to manifest through
negative media exposure and the consequent impact
onperceptions of the business.
Reductions to Scope 2 and Scope 3 emissions may be
constrained by rates of grid decarbonisation and the ability
oflocal grids to support renewable energy tariffs, although
this is currently accelerating.
Time horizon Short-term
Impact
Low–Medium
Areas impacted Global
Response We aim to influence third-party decarbonisation by
collaborating with retailers and engaging with government,
farm assurance and industry bodies to shape supply chain
policy. We continue developing tools with partners to
monitor and accelerate this transition and conduct
academic research to understand upstream emissions.
Asoutlined in our Group Transition Plan, we are introducing
climate clauses in contracts and developing supplier data
reporting requirements, supported by initiatives, such as
implementing renewable energy in our Vietnamese seafood
supply chain. Detailed due diligence processes are in place
to mitigate supply chain risks. Emissions monitoring is being
deployed across key protein supply chains, enabling us to
track reductions for our most material commodities.
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. This reduced cost base may
enable us to grow market share.
Improved packaging recyclability, reducing plastic content
and reductions in weight may result in lower packaging.
Time horizon Short-term
Impact
Medium–High
Areas impacted Global
Response Our key emissions reduction activities can be found in our
Group Transition Plan.
We continue to seek grants and subsidies to facilitate facility
upgrades as they become increasingly available and have
conducted a financial assessment of our Scope 1 and 2
decarbonisation programme to inform ongoing capital
expenditure.
Transition risks and opportunity tables continued
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5. Growing 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 Short-term
Impact
Medium
Areas impacted Global
Response Our Group 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. The flexibility of our facilities enables us
to rapidly shift our product portfolio in line with consumer
demand.
In addition, our investment in Cellular Agriculture, a leading
UK cultured meat technology venture, offers the opportunity
to further diversify our future product portfolio.
Transition risks and opportunity tables continued
Metrics and targets
Metrics
Hilton Foods reports its carbon dioxide
equivalent (CO
2
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 calculation model is
aligned to ISO14044 and the Greenhouse
Gas Protocol. Our emissions are reported
across Scope 1, 2 (both location and
market-based) and all relevant Scope
3 categories. Since 2020, our emissions
data has been independently verified
by Arthian, formerly known as GEP
Environmental, across all three Scopes
toa ‘limited level of assurance’, in line
with ISO 14064:3.
Additionally, we report on GHG emissions
intensity, total consumption of electricity,
energy intensity, renewable electricity,
gas and water, as well as emissions from
fluorinated gases. We report an estimate
of our Scope 3 emissions by greenhouse
gas to better understand future warming
impacts, but these are not included in
the verification of our Scope 3.
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, Cellular Agriculture
and Evolve 4 to our reporting boundary,
including backward calculations.
Foppen has been included since our
acquisition in 2022, while Fairfax Meadow
and Dalco were added in 2021. In 2025,
we have reduced our holding in Foods
Connected and sold Fairfax Meadow,
this has been reflected in our reporting
tables and Fairfax Meadow has been
reported separately to enable meaningful
comparison with baselines.
In 2025, we have restated our 2024 Scope
1 and Scope 3 Category 12 emissions due
to calculation errors identified after the
publication of our 2024 Annual Report.
At Hilton Foods, we are constantly
improving how we measure and report
our Scope 3 emissions. In 2025, there
have been a number of small changes
toour methodology;
▶ Purchased goods and services:
Through deployment of SCEPT and
data collection in our other protein
supply chains we will integrate a
larger number of primary datasets
into our calculation. This has not
been backward calculated due to the
unavailability of data.
▶ Purchased goods & services:
We have conducted a detailed
inventory assessment of emissions
from laundry services, purchased
chemicals (primarily used in cleaning)
and personal protective equipment.
This allows us to move away from
afinancial approach for these items,
completing the process of moving
from financial to activity-based
accounting across our footprint.
This has not been backward calculated
due to its immateriality and the
availability of data.
▶ Capital goods: We have implemented
product carbon footprinting into our
process for major capital purchases
and this has been integrated into
our emissions reporting. This has not
been backward calculated due to its
immateriality and the availability of data.
Hilton Food Group plc Annual Report & Financial Statements 2025 64Overview Strategic Report Governance Financial Statements
TCFD
continued
TCFD
continued
▶ Upstream transportation and
distribution: We have updated our
data collection of air freight to more
accurately reflect emissions from air
freight and this has been integrated
into our emissions reporting.
While they are a small part of our
logistics globally, this will better allow
us to reduce those emissions. This has
not been backward calculated due to
its immateriality.
▶ Upstream transportation and
distribution: Delivery of proteins
tosites will now be calculated using
the exact location of our suppliers
rather than representative regional
averages. This isenabled through our
deployment of the SCEPT tool and
improved digitisation. It will allow
us to more accurately target and
reduce these emissions. This has not
been backward calculated due to
the availability of data. A validation
study has shown that this is not
amaterial change.
▶ Employee commuting: We have
moved from using national to city-level
data in Australia due to the variety and
materiality of that country to overall
emissions. We have also updated our
methodology to consider distances
at amodal level. This will improve
accuracy. This has not been backward
calculated due to its immateriality.
▶ Use of sold products and end-of-life
treatment of sold products: This has
been updated to better reflect the
destination of the goods, rather than
the country of production, which had
previously been used as the majority
of products are consumed in the
country of production. This will improve
the accuracy of calculation to better
reflect our supply chain. This has not
been backward calculated due to
its immateriality and the availability
of data.
Otherwise, there has been no material
change to our emissions calculation
methodology. Homeworking (referred to
as ‘telecommuting’ in the GHG Protocol)
and Use Phase emissions have been
reported separately as these are optional
Scope 3 emissions outside the boundary
of our science-based targets inventory.
In 2025, 80% of our combined
market-based Scope 1 and 2 and 22.8%
ofour Scope 3 footprint was calculated
using primary emissions factor data,
with an additional 5.3% of Scope 1 and
2 emissions calculated from intrinsic
emissions factors.
1. Increased risk to production facilities and critical infrastructure from extreme
weather events, drought and sea level rise exacerbated by climate change
Metrics and
targets
Local weather conditions and flood defence capability is
monitored at a site level, and appropriate business continuity
plans are in place.
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 CDP disclosure.
2. Extreme weather and chronic climate impacting on upstream supply chains
Metrics and
targets
Supply chain conditions are monitored at a Group level
through our in-house spatial modelling capability and ongoing
market analysis.
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 risks can be found
onpage 47.
3. Improved yields of ingredients due to warmer temperatures or increased
rainfall and higher yields
Metrics and
targets
Our science-based targets and Group Transition Plan are in
place to support our supply chain in the delivery of these goals.
These are detailed on the following page. At a Group level and
within local operations, our teams continually monitor and
forecast supply chain conditions.
Physical
Hilton Food Group plc Annual Report & Financial Statements 2025 65Overview Strategic Report Governance Financial Statements
TCFD
continued
TCFD
continued
1. Changing consumer purchasing preferences to lower-emission alternatives
Metrics and
targets
Hilton Foods has a target to double sales of plant-based,
vegetarian and flexitarian products compared to a 2020
baseline and products are the most material element of our
science-based targets. Performance against these targets is
detailed on page 47. This risk is additionally monitored through
external ESG ratings.
2. Carbon pricing introduced to incentivise purchase of lower-carbon foods
Metrics and
targets
Our science-based targets and Group 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.
3. Reliance on third parties for achievement of emissions targets
Metrics and
targets
Our science-based targets and Group Transition Plan are in
place tosupport our supply chain in the delivery of these goals
and ongoing programmes to deliver against them. These are
detailed in our Sustainability Report.
4. Decarbonisation of our operations including food and packaging waste,
energy and water efficiency
Metrics and
targets
To deliver our Group Transition Plan we have site-level
decarbonisation programmes in place at all sites and the
majority of sites have ISO50001 in place. To deliver against this,
we have targets to improve energy efficiency in our facilities
byat least 10% by the end of 2025 from 2020 levels and a target
to use 100% renewable electricity across all our own operations
globally by 2027. Our delivery against this is detailed on pages
47 and 48 of this report.
5. Meeting consumer demand for foods with demonstrably lower footprints
Metrics and
targets
Our products are the most material element of our science-
based targets and we have a presence across vegetarian
protein sources and seafood, as well as an investment in Cellular
Agriculture. These are detailed in our Sustainability Report.
Transition
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. These are detailed as
follows. 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 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) 45% by 2030 from a 2020 base
year. This target includes FLAG emissions
and removals.
In the long term, Hilton Foods commits
to reduce absolute energy and industrial
Scope 1 and 2 GHG emissions 98% by
2048 from a 2020 base year. Hilton Foods
also commits to reduce absolute energy
and industrial Scope 3 emissions 90%
within the same timeframe. Hilton Foods
commits to reduce absolute Scope 3
FLAG GHG emissions 100% by 2048 from
a 2020 base year. This target includes
FLAG emissions and removals.
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.
An assessment was conducted at sites
where data was available for prior years
to understand the impact of Covid-19 on
our 2020 baseline, but it was determined
that there was no significant anomaly
inenergy use.
Performance against these targets can
be found on page 47.
Hilton Foods has implemented ISO50001
at 14 of its sites to improve our energy
efficiency. This has been complemented
by a programme using sonic detection
to reduce compressed air leaks,
saving 691,304 kWh, and ventilation
optimisation projects which have saved
344,642kWh. This is detailed in our
Sustainability Report.
Hilton Food Group plc Annual Report & Financial Statements 2025 66Overview Strategic Report Governance Financial Statements
Non-financial disclosures
Carbon footprint (tCO
2
e, unless otherwise specified)
2025 2024
UK Global (excl. UK) Total UK Global (excl. UK) Total
Scope 1 – Total 5,249 11,407 16,656 6,939 8,623 15,562
Scope 1 – Excl. Fairfax Meadow 3,770 11,407 15,177 4,612 8,623 13,235
Scope 1 – Emissions from refrigerants 735 3,254 3,989 1,194 3,078 4,272
Scope 2 – Location-based 6,690 43,730 50,420 8,313 43,901 52,214
Scope 2 – Location-based – Excl. Fairfax Meadow 6,176 43,730 49,906 7,489 43,901 51,390
Scope 2 – Market-based – 30,687 30,687 2 37,844 37,846
Scope 2 – Market-based – Excl. Fairfax Meadow – 30,687 30,687 2 37,844 37,846
Scope 3 – 01. Purchased goods and services 2,565,857 7,329,096 9,894,953 2,460,126 9,485,459 11,945,585
– 02. Capital goods 22 159 181 514 1,043 1,557
– 03. Fuel and energy-related activities 1,195 3,744 4,939 3,237 14,061 17,298
– 04. Upstream transportation and distribution 35,112 34,118 69,230 3,502 37,812 41,314
– 05. Waste 253 3,031 3,284 205 1,781 1,986
– 06. Business travel 585 608 1,193 1,429 486 1,915
– 07. Employee commuting 998 2,223 3,221 838 1,727 2,565
– 07. Employee commuting (optional) 100 114 214 109 119 228
– 08. Upstream leased assets Out of Scope Out of Scope
– 09. Downstream transportation and distribution 750 7,774 8,524 3,115 45,795 48,910
– 10. Processing of sold products Out of Scope Out of Scope
– 11. Use of sold products Out of Scope Out of Scope
– 11. Use of sold products (optional) 2,849 14,031 16,880 3,510 24,068 27,578
– 12. End-of-life treatment of sold products 687 13,991 14,678 5,752 24,893 30,645
– 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
1
2,605,459 7,394,744 10,000,203 2,478,718 9,613,057 12,091,775
Scope 3 – Excl. Fairfax Meadow 2,347,723 7,394,744 9,742,467 2,222,004 9,613,057 11,835,061
Scope 3 – Upstream 2,604,022 7,372,978 9,977,000 2,469,851 9,542,369 12,012,220
– Downstream 1,437 21,766 23,203 8,867 70,688 79,555
Scope 3 – Forestry, Land Use and Agriculture (FLAG) 2,227,561 6,496,636 8,724,197 2,335,628 9,046,599 11,382,227
– Non-FLAG 377,898 898,108 1,276,006 143,090 566,457 709,547
Scope 3 – CO
2
(tCO
2
)
2
543,004 1,271,546 1,814,550 574,935 1,743,282 2,318,217
– CH (tCH)
2
47,714 160,191 207,905 37,011 165,201 202,212
– NO (tNO)
2
2,469 4,909 7,378 3,118 11,573 14,691
– Unallocated
2
72,081 337,146 409,227 57,612 264,942 322,554
Total Scope 1, 2 & 3 – Location-based 2,617,398 7,449,881 10,067,279 2,493,970 9,665,581 12,159,551
Total Scope 1, 2 & 3 – Market-based 2,610,708 7436,838 10,047,546 2,485,659 9,659,524 12,145,183
Intensity ratio Scope 1 & 2 – market-based – Total (tCO
2
e per tonne product) 0.03 0.10 0.09 0.04 0.11 0.09
Intensity ratio Scope 1 & 2 – market-based – Total (kg CO
2
e per square metre) 0.04 0.12 0.10 0.04 0.12 0.10
Notes
1 Scope 3 total excludes optional emissions from 07. Employee Commuting (telecommuting) and 11. Use of Sold Products, in line with Science-Based Targets initiative boundaries.
2 Emissions split by greenhouse gas are not externally verified.
3 2024 emission data has been restated due to a data error with diesel consumption reporting. Prior year restatements due to previous calculation errors.
Fairfax Meadow Limited was sold on 28 September 2025, therefore, our 2025 emissions only include that business up until 28 September, and exclude them from 29 September.
For selected categories, we have stated emissions including and excluding Fairfax Meadow.
Hilton Food Group plc Annual Report & Financial Statements 2025 67Overview Strategic Report Governance Financial Statements
Carbon footprint (tCO
2
e, unless otherwise specified) continued
2023 2022 2021 2020 (SBT base year)
Total Total Total UK Global (excl. UK) Total
Scope 1 – Total 17,594 17,542 20,108 6,283 12,739 19,022
Scope 1 – Excl. Fairfax Meadow 14,939 14,800 17,694 3,869 12,739 16,608
Scope 1 – Emissions from refrigerants 4,071 3,175 2,241 848 249 1,097
Scope 2 – Location-based 60,346 54,544 64,758 8,915 66,815 75,730
Scope 2 – Location-based – Excl. Fairfax Meadow 59,473 53,763 63,576 7,733 66,815 74,548
Scope 2 – Market-based 48,286 41,669 48,273 1,474 55,083 56,557
Scope 2 – Market-based – Excl. Fairfax Meadow 48,286 41,669 47,091 292 55,083 55,375
Scope 3 – 01. Purchased goods and services 12,679,361 12,561,784 13,229,866 3,653,411 10,720,381 14,373,792
– 02. Capital goods 3,578 9,835 7,954 3,578 102,643 106,221
– 03. Fuel and energy-related activities 15,296 16,958 16,230 4,066 13,132 17,198
– 04. Upstream transportation and distribution 42,333 36,952 77,666 3,040 75,673 78,713
– 05. Waste 4,684 10,345 29,199 6,062 6,970 13,032
– 06. Business travel 1,317 931 180 2 3 5
– 07. Employee commuting 2,506 3,339 2,323 917 1,081 1,998
– 07. Employee commuting (optional) 191 207 381 299 281 580
– 08. Upstream leased assets Out of Scope Out of Scope Out of Scope Out of Scope
– 09. Downstream transportation and distribution 17,396 19,263 122,791 5,478 121,521 126,999
– 10. Processing of sold products Out of Scope Out of Scope Out of Scope Out of Scope
– 11. Use of sold products Out of Scope Out of Scope Out of Scope Out of Scope
– 11. Use of sold products (optional) 25,515 30,274 92,004 8,199 104,641 112,840
– 12. End-of-life treatment of sold products 26,276 62,035 23,389 6,432 23,472 29,904
– 13. Downstream leased assets Out of Scope Out of Scope Out of Scope Out of Scope
– 14. Franchises Out of Scope Out of Scope Out of Scope Out of Scope
– 15. Investments Out of Scope Out of Scope Out of Scope Out of Scope
Scope 3 – Total
1
12,792,747 12,721,442 13,509,598 3,682,986 11,064,876 14,747,862
Scope 3 – Excl. Fairfax Meadow 12,526,929 12,292,034 13,245,981 3,493,531 11,064,876 14,558,407
Scope 3 – Upstream 12,749,076 12,640,145 13,363,418 3,671,076 10,919,883 14,590,959
– Downstream 43,671 81,297 146,180 11,910 144,993 156,903
Scope 3 – Forestry, Land Use and Agriculture (FLAG) 12,077,008 11,967,613 12,509,803 3,500,553 10,312,633 13,813,186
– Non-FLAG 715,739 753,829 999,795 182,433 752,244 934,677
Scope 3 – CO
2
(tCO
2
)
2
2,333,190 2,421,293 2,543,210 724,673 1,882,355 2,607,028
– CH (tCH)
2
238,762 224,928 237,378 62,185 205,013 267,198
– NO (tNO)
2
13,961 13,771 15,005 4,272 11,781 16,053
– Unallocated
2
300,103 603,608 642,518 134,931 635,414 770,345
Total Scope 1, 2 & 3 – Location-based 12,870,687 12,793,528 13,594,464 3,698,184 11,144,430 14,842,614
Total Scope 1, 2 & 3 – Market-based 12,858,627 12,780,653 13,577,979 3,690,743 11,132,698 14,823,441
Intensity ratio Scope 1 & 2 – market-based – Total (tCO
2
e per tonne product) 0.11 0.13 0.12 0.03 0.12 0.10
Intensity ratio Scope 1 & 2 – market-based – Total (kg CO
2
e per square metre) 0.13
Notes
1 Scope 3 total excludes optional emissions from 07. Employee Commuting (telecommuting) and 11. Use of Sold Products, in line with Science-Based Targets initiative boundaries.
2 Emissions split by greenhouse gas are not externally verified.
3 2024 emission data has been restated due to a data error with diesel consumption reporting. Prior year restatements due to previous calculation errors.
Fairfax Meadow Limited was sold on 28 September 2025, therefore, our 2025 emissions only include that business up until 28 September, and exclude them from 29 September.
For selected categories, we have stated emissions including and excluding Fairfax Meadow.
Non-financial disclosures
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 68Overview Strategic Report Governance Financial Statements
Energy (kWh)
2025 2024
UK Global (excl. UK) Total UK Global (excl. UK) Total
Renewable fuel consumption 18,906 28,969 47,875 16,905 32,866 49,771
Non-renewable fuel consumption 22,639,866 42,557,023 65,196,889 21,198,625
3
39,177,761
3
60,376,386
3
– Transport Fuel 6,014,308 3,542,460 9,556,768 8,635,135
3
997,737
3
9,632,872
3
– LPG 109,314 3,879,215 3,988,529 114,816 2,902,169 3,016,985
– Natural Gas 16,516,244 35,135,348 51,651,592 12,448,674 35,277,855 47,726,529
Total fuel consumption 22,658,772 42,585,992 65,244,764 21,215,530
3
39,210,627
3
60,426,157
3
Renewable electricity consumption 38,086,964 82,144,130 120,231,094 40,543,649 83,570,660 124,114,309
% renewable electricity consumption 100% 73% 80% 100% 71% 79%
Non-renewable electricity consumption
2
– 30,940,467 30,940,467 8,085 33,442,748 33,450,833
Total electricity consumption 38,086,964 113,084,597 151,171,561 40,551,734 117,013,408 157,565,142
– Grid purchased 37,795,437 108,061,216 145,856,653 40,277,278 112,427,045 152,704,323
– Solar generation on site 291,527 5,023,381 5,314,908 274,456 4,586,363 4,860,819
– % of electricity from local generation 1% 4% 4% 1% 4% 3%
Renewable other energy consumption
1
– 6,359,055 6,359,055 – 4,471,381 4,471,381
Non-renewable other energy consumption
1
– 897,681 897,681 – 996,297 996,297
Total other energy consumption – 7,256,736 7,256,736 – 5,467,678 5,467,678
Total renewable energy consumption 38,105,870 88,532,154 126,638,024 40,560,554 88,074,907 128,635,461
Total non-renewable energy consumption 22,639,866 74,395,170 97,035,036 21,206,711
3
73,616,805
3
94,823,516
3
Total energy consumption 60,745,736 162,927,324 223,673,060 61,767,265
3
161,691,712
3
223,458,977
3
Energy consumption (kWh used pertonneof volume produced) 564 388 424 482
3
368
3
393
3
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 Residual non-renewable electricity consumption after 2021 in the UK is at JV offices only.
3 2024 energy data has been restated due to a data error with diesel consumption reporting. Prior year restatements due to previous calculation errors.
Non-financial disclosures
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 69Overview Strategic Report Governance Financial Statements
Energy (kWh) continued
2023
2022 2021 2020
Total Total Total UK Global (excl. UK) Total
Renewable fuel consumption 70,950 – – – – –
Non-renewable fuel consumption 88,221,781 67,474,454 50,761,453 21,332,658 32,199,827 53,532,485
– Transport Fuel 20,992,561 12,873,767 6,629,737 – – –
– LPG 12,626,080 6,633,400 3,717,606 – 1,981,079 1,981,079
– Natural Gas 54,603,140 47,967,287 40,414,110 21,332,658 30,218,748 51,551,406
Total fuel consumption 88,292,731 67,474,454 50,761,453
3
21,332,658 32,199,827 53,532,485
Renewable electricity consumption 113,681,670 90,790,426 74,084,718 243,000 25,984,033 26,227,033
% renewable electricity consumption 69% 62% 52% – – –
Non-renewable electricity consumption
2
50,747,675 56,052,445 67,764,538 37,526,233 71,445,071 108,971,304
Total electricity consumption 164,429,345 146,842,871 141,849,256 37,769,233 97,429,104 135,198,337
– Grid purchased
– Solar generation on site 4,409,979 2,971,050 3,149,699 243,000 2,260,000 2,503,000
– % of electricity from local generation 3% 2% 2% 1% 2% 2%
Renewable other energy consumption
1
6,500,348 5,345,664 – – – –
Non-renewable other energy consumption
1
1,288,804 2,000,553 7,106,611 – 1,392,196 1,392,196
Total other energy consumption 7,789,152 7,346,217 7,106,611 – 1,392,196 1,392,196
Total renewable energy consumption 120,252,968
3
96,136,090 74,084,718 243,000 25,984,033 26,227,033
Total non-renewable energy consumption 140,258,260 125,527,452 125,632,602 58,858,891 105,037,094 163,895,985
Total energy consumption 260,511,228
3
221,663,542 199,717,320 59,101,891 131,021,127 190,123,018
Energy consumption (kWh used pertonneof volume produced) 440 460 405 447 397 411
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 Residual non-renewable electricity consumption after 2021 in the UK is at JV offices only.
3 2024 energy data has been restated due to a data error with diesel consumption reporting. Prior year restatements due to previous calculation errors.
Non-financial disclosures
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 70Overview Strategic Report Governance Financial Statements
Non-financial disclosures
continued
Water withdrawal, by country (ML)
2025 2024 2023 2022 2021 2020
UK
1,2
376 438 332 391 291 330
Ireland 28 26 22 27 39 45
The Netherlands
3
206 187 269 285 173 165
Sweden 75 70 59 57 62 58
Denmark 38 42 48 48 45 46
Poland 132 106 101 98 89 96
Greece
3
112 89 143 97 – –
Portugal
4
50 36 36 32 29 32
Australia 275 262 271 254 265 249
New Zealand 55 62 102 106 21 –
Other
5
– – – – – –
Total withdrawal 1,347 1,318 1,383 1,395 1,014 1,021
Intensity (cubic metre per tonne of product produced) 2.51 2.44
6
2.34 2.90 2.03 –
Water withdrawal, by country (ML)
2025 2024
1
2023
Withdrawal from third-party sources 1,143 1,168 1,234
– Areas with water stress 105 118 353
Withdrawal from renewable groundwater 197 150 139
– Areas with water stress 104 68 36
Withdrawal from non-renewable
groundwater – – –
Withdrawal from other sources 7 – 10
Total withdrawal 1,347 1,318 1,383
Water discharge and consumption (ML)
2025 2024
1
2023
Total discharge to third-party sources 978 900 1,024
– Areas with water stress 182 172 254
Total discharge to freshwater 25 12 28
– Areas with water stress – – 28
Total discharge 1,003 912 1,052
– Areas with water stress 182 172 282
Total consumption 344 406 331
– Areas with water stress 27 13 108
Notes
All water withdrawal is freshwater (≤1,000 mg/L Total Dissolved Solids).
1 Inclusion of Fairfax Meadow sites from 2022, Fairfax Meadow sites were then sold in September 2025.
2 Due to water meter failure, 2022 usage at Laforey Road is based on estimated billing.
3 Inclusion of 100% of Dalco from 2021 and Foppen from 2022.
4 Adjusted to JV holding.
5 International sales offices.
6 2024 water intensity value has been restated due to previous calculation error.
Notes
All water withdrawal is freshwater (≤1,000 mg/L Total Dissolved Solids).
Sites in areas of water stress (defined by World Resources Institute): Very high = 0, High = 2 (Hilton Foods Australia site Truganina and Foppen site in Greece).
1 2024 water withdrawal and discharge by source data has been restated due to previous location error.
Hilton Food Group plc Annual Report & Financial Statements 2025 71Overview Strategic Report Governance Financial Statements
Non-financial disclosures
continued
Workforce
2025 2024 2023 2022 2021 2020
Male Female
Other/not
disclosed Total 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 4 3 7 5 2 7 5 2 7
57% 43% 57% 43% 57% 43% 57% 43% 71% 29% 71% 29%
Executive
Management
7
70%
3
30%
– 10 6
67%
3
33%
–
9 9
75%
3
25%
12 9
75%
3
25%
12 7
70%
3
30%
10 8
80%
2
20%
10
Senior Leadership
1
34 21 – 55 34 20 – 54 38 24 62 28 13 41 28 11 39 47 11 58
62% 38% 63% 37% 61% 39% 68% 32% 72% 28% 81% 19%
Senior
Management
2
196
66%
96
33%
3
295 250
66%
128
34%
– 378 217
64%
120
36%
337 234
68%
111
32%
345
Women in
Leadership
34% 34% 36% 32%
Employees
– UK & Ireland
3
1747 1,034 1 2,782 2,033 1,244 1 3,278
– Europe 1,585 1,002 24 2,611 1,538 1,042 – 2,580
– APAC 1,022 954 13 1,989 982 953 32 1,967
– Other 4 3 – 7 3 3 – 6
– Total
3
4,358 2,993 38 7,389 4,556 3,242 33 7,831 4,084 2,951 7,035 4,358 2,879 7,237 3,395 2,386 5,781 3,185 2,206 5,391
59% 41% 58% 41% 58% 42% 60% 40% 59% 41% 59% 41%
% of employees
covered by CBA
4
36% 36% 23% 26% 41% 33%
Total staff turnover 17% 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.
3 Restatements in 2023 and 2024 due to Cellular Agriculture Ltd employees being incorrectly included. Now excluded as we have <50% control.
4 CBA = Collective Bargaining Agreements.
Hilton Food Group plc Annual Report & Financial Statements 2025 72Overview Strategic Report Governance Financial Statements
Non-financial disclosures
continued
Health and safety
2025 2024 2023 2022 2021 2020
% Change
(2025 vs
2024)
% Change
(2025 vs
2020)
Hours worked 12,003,050 11,816,124 10,966,423 10,238,356 9,559,280 9,143,579 2% 31%
Lost time incidents
1
119 139
3
115 138 138 87 (14%) 37%
Lost time incident frequencyrate
2
10 11 10 13 14 10 (8%) 4%
Number of days lost 2,074 1,693
3
2,787 4,867 3,514 2,198 23% (6%)
Lost time incident severity rate
2
173 127 254 475 368 240 36% (28%)
Non-injury incidents/hazards 8,790 6,644 9,302 6,046 5,191 4,993 32% 76%
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.
3 Restatements in prior-year figures due to improved data. The effect is not material.
Hilton Food Group plc Annual Report & Financial Statements 2025 73Overview Strategic Report Governance Financial Statements
Non-financial and sustainability information statement
The table below 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 pages 53 to 68.
Information requirement Where to read more Page
Employees Business model 14
S.172 37
Sustainability 42
Our strategy – People 22
Directors' remuneration report 94
Environment Sustainability report 42
Greenhouse gas emissions 67
Climate-related financial disclosure 53
Human rights Sustainability report 46
Directors' report – modern slavery 121
Anti-bribery and corruption Directors' report 121
Principal risks Risk management and principal risks 33
Corporate Governance 82
Non-financial KPIs 24
S.172 37
Details of the Group’s business model and its approach to creating sustainable value
is provided on pages 14 and 15. Most disclosures related to these topics and associated
KPIs appear within the Strategic Report, specifically in the Business Model, Strategy,
Sustainability Report, and Risk management and principal risks sections, or are
incorporated into the Strategic Report by reference to the pages indicated. The Group
maintains appropriate policies and due diligence processes for all non-financial
information included in this Annual Report.
Approval of the Strategic Report
Pages 10 to 74 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 the Board of Directors and signed on its behalf by:
Mark Allen Matt Osborne
Executive Chair Chief Financial Officer
30 March 2026 30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 74Overview Strategic Report Governance Financial Statements
Governance
Our Board 76
Governance at a glance 78
Board activities 80
Corporate governance statement 82
Report of the Audit Committee 86
Report of the Nomination Committee 90
Directors’ remuneration report 94
Directors’ report 119
Statement of Directors’ responsibilities 122
Independent auditor’s report 123
Hilton Food Group plc Annual Report & Financial Statements 2025 75Overview Strategic Report Governance Financial Statements
Our Board
Mark Allen OBE
Executive Chair
Appointed: October 2024
Independent: No
Biography: Mark joined Hilton Foods as a
Non-Executive Director on 1 October 2024
and was appointed Chair of the Board
and Chair of the Nomination Committee
on 1 January 2025. He transitioned to
Executive Chair from 25 November 2025.
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:
None.
Previous experience: CEO at Dairy
Crest Group and Non-Executive Chair
at Norcros and AG Barr plc. He has
previously held Non-Executive Director
roles at Halo Foods, Warburtons, Dairy UK
and Howden Joinery Group.
Matt Osborne
Chief Financial Officer
Appointed: May 2022
Independent: No
Biography: Matt joined Hilton Foods in
2018 as Group Financial Controller and
was promoted to Chief Financial Officer
in May 2022.
Key skills and competencies: Matt has
a degree in chemistry and is a qualified
Chartered Accountant.
Current external appointments: None.
Previous experience: Matt trained with
Grant Thornton and joined Greene King
in 2007, reaching the position of Group
Financial Controller.
Robin Miller
Group General Counsel
and Company Secretary
Appointed: September 2025
Key skills and competencies:
Robin is a solicitor with extensive
experience in commerce and industry,
spanning retail, manufacturing and
distribution sectors. His career has
focused on UK-listed companies.
Current external appointments: None.
Previous experience: Robin has held
various corporate commerical legal
positions, including nearly 20 years in
General Counsel and Company Secretary
roles. Before joining Hilton foods he was
GeneralCounsel and Company Secretary
for Travis Perkins plc, and before that for
Dairy Crest Group plc.
A
Audit Committee
Committee Chair
R
Remuneration Committee
N
Nomination Committee
S
Executive Sustainability Committee
A
N
S
S
S
Patricia Dimond
Non-Executive Director and
Senior Independent Director
Appointed: April 2022
Independent: Yes
Biography: Patricia joined Hilton
Foods in 2022 as an independent Non-
Executive Director and appointed Senior
Independent Director from March 2025.
She was Audit Committee Chair in 2025.
Key skills and competencies: Patricia
qualified as a Chartered Accountant
with Deloitte Canada and 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:
Chair Designate and Audit Chair
at Foresight VCT plc and Senior
Independent Director and Audit Chair
at Aberforth Smaller Companies Trust plc.
Trustee of the Booker Prize Foundation.
Previous experience: Executive roles
with Value Retail Ltd, Mothercare plc and
Storehouse plc, a management consultant
with McKinsey & Co and formerly
Non-Executive Director at LXi REIT plc.
A
R
N
Hilton Food Group plc Annual Report & Financial Statements 2025 76Overview Strategic Report Governance Financial Statements
Our Board
continued
Rebecca Shelley
Non-Executive Director
Appointed: April 2020
Independent: Yes
Biography: Rebecca joined Hilton
Foods in 2020 as an independent
Non-Executive Director.
She is Chair of the Remuneration
and Sustainability Committees.
Key skills and competencies: Rebecca
has held investor relations and corporate
communications roles at various
listed companies. She has an MBA in
International Business and Marketing
from Cass Business School.
Current external appointments:
Chair at Sabre Insurance Group plc
and Non-Executive Director at 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. She was also on the Board
of the British Retail Consortium, a Trustee
of the Institute of Grocery Distribution.
Bindi Foyle
Non-Executive Director
Appointed: June 2025
Independent: Yes
Biography: Bindi joined Hilton Foods in
2025 as an independent Non-Executive
Director and was appointed as Audit
Committee Chair from January 2026.
Key skills and competencies:
Bindi qualified as a Chartered
Accountant with BDO Stoy Hayward and
has considerable PLC experience in both
Executive and Non-Executive positions.
Current external appointments:
Senior Independent Director of
Avon Technologies plc and Audit
Committee Chair.
Previous experience: Group Finance
Director of Senior plc, having previously
served as its Director of Investor Relations
and Corporate Communications and as
Group Financial Controller. She has also
held senior finance roles at Amersham
plc and General Electric.
A
Audit Committee
Committee Chair
R
Remuneration Committee
N
Nomination Committee
S
Executive Sustainability Committee
A
R
N
S
A
R
N
Angus Porter
Non-Executive Director
Appointed: July 2018
Independent: Yes
Biography: Angus joined Hilton Foods as
an independent Non-Executive Director
in 2018. He 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.
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 at Punch Taverns plc, Non-
Executive Director at TDC A/S (Denmark)
and Chair at McColl’s Retail Group plc.
A
R
N
Hilton Food Group plc Annual Report & Financial Statements 2025 77Overview Strategic Report Governance Financial Statements
Male
Governance at a glance
Growth and success
through partnership
Partners in protein and providers of ingenious
new products that consumers love.
Board gender balance
2
025
43%
2
024
43%
2
023
43%
2
022
43%
2
021
29%
57%
57%
57%
57%
71%
Highlights
Oversight of business
transformation programme
Development of Destination Zero:
Our new Company-wide commitment
to health, safety and wellbeing
Sale of Fairfax Meadow
Divestment of Foods
Connected shareholding
Long-term joint venture agreement
with NADEC established
Female
71%
(2024: 57%)
Independent Non-Executive
Directors on the Board
43%
(2024: 43%)
Board female
representation
Read more on pages 76 and 77.
78%
(2024: 18%)
Employee
engagement score
1
1
4
Board tenure (years)
Mark Allen
Matt Osborne
Patricia Dimond
Angus Porter
Rebecca Shelley
1
4
4
7
6
Bindi Foyle
New
Executive Directors
Independent Non-
Executive Directors
Executive Chair
* As at 30 April 2026
Board composition*
Board independence
Overview Strategic Report Governance Financial Statements
Hilton Food Group plc Annual Report & Financial Statements 2025 78
Governance at a glance
continued
Our governance framework
Shareholders
Audit Committee
Read more on page 86.
Board
Leads the Group’s governance structure and is collectively responsible for promoting long-term sustainable value for the benefit of shareholders and wider stakeholders.
Provides oversight of the Group’s purpose, strategy, values and key policies and monitors progress towards achieving these objectives.
Board Committees
The Board has delegated certain responsibilities to formal Board sub-committees.
Remuneration Committee
Read more on page 94.
Sustainability Committee
Read more on page 55.
Nomination Committee
Read more on page 90.
Executive Leadership Team
Responsibility for 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 (ELT). Dialogue between ELT members and the Board, who provide support and constructive challenge.
Executive Committees
The Executive Team has delegated certain responsibilities to executive sub-committees including the Risk Management Committee.
Executive Chair
Leads the Board and the
Executive Leadership Team,
ensuring the Board’s overall
effectiveness in directing the
Company and promoting
the highest standards of
corporate governance.
Maintains strategic oversight
and alignment between the
Board, shareholders and
executive management
to ensure effective
implementation of strategy.
Leads on succession planning
for the Board and Committees
and ensures effective
Board evaluation.
Chief Financial Officer
Responsible for all financial
-related activities including
financial risk management,
treasury and finance strategy.
In collaboration with the
Executive Chair, oversees
strategic planning, deal
analysis and negotiations,
andinvestor relations.
Group General Counsel
and Company Secretary
Provides strategic legal advice
to the Board and senior
management and advises
on all governance matters.
Supports the Chair in ensuring
that the Directors receive
timely, accurate and clear
information. All Directors
have access to the advice and
support of the General Counsel
and Company Secretary.
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.
Leads appraisal of the Chair
and may chair meetings in the
Chair’s absence.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 79Overview Strategic Report Governance Financial Statements
Board activities
Our activities – 2025 overview
January
Board approves the
full-year trading update.
Deep-dive review
ofhealth and safety.
Review of internal Board
evaluation conducted
in 2024.
September
Board approves the
2025 interim results.
Sale of Fairfax Meadow.
Robin Miller joins as Group General
Counsel and Company Secretary.
March
Board approves new
long-term joint venture with
NADEC in Saudi Arabia.
Employee engagement
strategy is reviewed.
The Board, with the Audit
Committee, conducted
a review of risk management
and internal audit.
Gender pay gap is assessed.
Review of cyber security
framework and incident
response process, including
alignment with NIST
Framework 2.0 requirements.
April
Board approves the 2024
full-year results.
Board visit to Hilton Foods Seachill
facility in Grimsby, UK.
May
Board approves the Annual
General Meeting (AGM)
trading update.
AGM held from the
HiltonFoods offices
inHuntingdon, UK.
June
Welcomed Bindi Foyle
and Samy Zekhout
as Independent
Non-Executive Directors.
Final dividend of 24.9p paid
to shareholders.
Hilton Foods International
Leadership Conference.
July
Foods Connected
divestment announced.
October
Board visit to Hilton
Foods Poland facility.
November
2025 interim dividend
of 10.1p paid to shareholders.
Mark Allen appointed
as Non-Executive Chair.
Board approves the
Q3 trading update.
December
Employee engagement
survey results reviewed.
Review of Strategy.
Hilton Food Group plc Annual Report & Financial Statements 2025 80Overview Strategic Report Governance Financial Statements
Board activities
continued
Board activities
continued
▶ Ongoing oversight and
progress review of the
business transformation
project focusing on strategy,
operating model, drive to
improve, digital future and
cost optimisation.
▶ Strategic oversight of
corporate transactions,
including divestment of
the Foods Connected and
Fairfax Meadow businesses.
▶ The Board monitored
progress of the Walmart
Canada and NADEC joint
venture projects.
▶ Throughout the year, the
Board received strategic
updates on all material
matters from senior
leadership and relevant
third party experts to ensure
delivery against our culture,
purpose and values.
▶ Review and approval of
capital allocation framework
and dividend policy.
▶ Overview of the launch
of Destination Zero, a
Company-wide health, safety
and wellbeing strategy.
▶ Principal risks are reviewed
by the Board, maintaining
oversight of internal controls
and emerging risks,
supported by deep-dive
updates on key risk areas
including health and
safety, food safety and
quality compliance and
cyber security.
▶ Reports of whistleblowing
investigations were reviewed
by the Board.
▶ External Board evaluation
process was conducted.
▶ Oversight of governance
framework including review
and approval of policies
and procedures.
▶ In-depth review of the Hilton
Foods sustainability strategy,
progress against targets
and proposals for the 2030
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.
▶ The financial performance,
going concern and viability
of the Group is reviewed
throughout the year,
supported by updates
on progress against the
Group budget and key
performance indicators.
▶ Analysis of individual
business unit financial
performance against
budget, forecast and
previous-year performance is
reviewed at regular intervals.
▶ Review and approval of the
2026 budget.
▶ Operational performance
was monitored through
regular updates from the
Executive Leadership Team.
▶ The Board considered
succession planning
and future leadership
requirements.
▶ The talent development
programme and employee
value proposition
were reviewed.
▶ Targets for the proportion
of women in senior positions
were reviewed, as was
gender pay gap data.
▶ Goals and priorities for the
Executive Leadership Team
were reviewed.
Strategic oversight Risk, audit and
governance
Sustainability Business performance Talent development
Hilton Food Group plc Annual Report & Financial Statements 2025 81Overview Strategic Report Governance Financial Statements
Corporate governance statement
Chair’s governance overview
In the preceding pages, we have set
out the details of the Directors serving
at the date of this report; the balance
of independence among the Directors;
the Board’s gender balance; the tenure
of individual Directors; an overview of
the Company’s governance framework;
and details of the Board’s key activities
during the year. In the following
pages, we set out further details of the
Company’s compliance with the UK
Corporate Governance Code 2024 and
the processes and governance structures
we have to help support the delivery of
long-term shareholder value, including
appropriate controls and oversight
established by the Board to ensure its
effectiveness in decision making.
The Board is responsible for the
long-term success of the Company and
for establishing its values and culture,
which provide essential support to the
Company’s purpose and the successful
delivery of its strategy. The Company
recognises the benefits and value that
diversity in its broadest sense brings,
including diversity of skills, experience
and backgrounds, it gives organisations
competitive advantage. Further detail
of the Group’s approach to diversity can
be found in the Nomination Committee
report on pages 90 to 93.
Strong governance, a clear purpose
and values, and a healthy culture, which
recognises that we should do what’s right
because it’s right, not because we are
obliged to, and which embraces diversity,
are all key to our success.
Compliance with the
UKCorporate Governance
Code2024
During the year, the Company has
applied the principles set out in the
UK Corporate Governance Code 2024
(the Code) issued by the Financial
Reporting Council. The Code is available
at www.frc.org.uk. The Company aims
to comply with the Code and for the
bulk of the year, was in full compliance
with it. However, as we neared the end
of the year, certain events occurred,
which led to non-compliance for the final
few weeks of 2025. Consistent with the
requirements of the Code, we identify,
in the table below, those elements of the
Code we were not in compliance with
and explain why that was the case.
On behalf of the
Board, I am pleased to
present the Company’s
governance report for
the period ended
28 December 2025.”
Mark Allen OBE
Executive Chair
Code Principle/
Provision Explanation for non-compliance
Principle G:
There should be
a clear division of
responsibilities
between the
leadership of
the board and
the executive
leadership of the
company’s
business.
Provision 9:
The roles of
chair and chief
executive should
not be exercised
by the same
individual.
On 25 November 2025 the Company announced that the Board and
Steve Murrells had agreed that the Company should search for a new
leader to take the business forward. Steve stood down from the Board
with immediate effect and Mark Allen was appointed as Executive
Chair that same day. In the face of unexpected leadership change, the
Board believed that Mark’s significant food industry, consumer goods
and public company experience would provide strong executive
leadership of the business while it considered CEO succession.
At the time of publication of this report, the Company remains non-
compliant, however, as announced on 31 March, the Nomination
Committee, on behalf of the Board, is leading a search for a Non-
Executive Chair and once an appointee has taken up that role, Mark
will become Group Chief Executive Officer. The Board is grateful to
Mark for the period he stepped in as Executive Chair and is delighted
that he has agreed to become Group CEO. Mark’s ability to step in
and provide the leadership required during a period of transition is
to testament his abilities and experience, and to the quality of the
search and appointment process which led to his appointment as
Non-Executive Chair. The Board quickly took appropriate steps to
manage the immediate challenges of the situation presented to it but
has taken the appropriate time to identify and implement the right
longer-term solution which it believes to be in the best interests of the
Company and its various stakeholders.
Hilton Food Group plc Annual Report & Financial Statements 2025 82Overview Strategic Report Governance Financial Statements
Corporate governance statement
continued
Role of the Board
The Board is responsible for the
long-term success of the Group, ensuring
effective governance, setting the
organisation’s values and culture and
assessing the opportunities and risks that
may affect future performance. It also
sets policy and oversees, with the help
of its Committees, where applicable,
key matters including financial
and riskcontrol, health and safety,
management succession and planning,
and environmental issues. 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.
The Board has specific powers reserved
to it, which are detailed in a schedule of
matters reserved to the Board, which was
last reviewed and approved in December
2025. It is published on the Company’s
website. In line with the Code, the Board
has a number of Committees to which
it delegates certain responsibilities:
Audit, Nomination, Remuneration and
Sustainability. Where applicable, the
membership of those Committees
is aligned with the Code. Terms of
Reference for each of the Committees
areavailable on the Company’s website.
Culture
The Board recognises that our employees
are the driving force behind the long-
term sustainable success of the Group.
Our culture influences the behaviours,
attitude and approach of our employees
and is reflected in every aspect of our
business. Our values are key drivers of
our culture. The Board actively monitors
the Group’s culture in line with the
Code, drawing on a broad range of
insights to assess whether behaviours
across the organisation align with the
Company’s purpose, strategy and values.
This includes feedback from Board visits
to our facilities, results from employee
engagement surveys, employee listening
groups and individual conversations
with colleagues. More information can
be found in our Sustainability Report.
These insights support in shaping
and embedding the desired culture
throughout the organisation in support
of the purpose and strategy. Our purpose
is described on page 16, and on page 17
we have described how we deliver our
strategy and have set out the values that
play an essential part in our strategic
model. Our values are described in more
detail inthe table below:
Board composition
andeffectiveness
Board membership
At the date of this report, the Board
consists of the Executive Chair, the Chief
Financial Officer and four Non-Executive
Directors whose names, responsibilities,
brief biographies and membership of
Board Committees are set out on pages
76 and 77. The Directors bring strong,
independent judgement and relevant
expertise to the Board. Collectively,
the Board’s diversity of backgrounds,
perspectives, skills and experience
provides a balanced and effective
composition appropriate for the needs
ofthe business.
Board changes
New Directors are appointed by the
Board on the recommendation of the
Nomination Committee.
A number of changes occurred during
the year. Mark Allen was appointed as
Board Chair on 1 January 2025, replacing
Robert Watson who stepped down on
31 December 2024. As described, Mark
was subsequently appointed as Executive
Chair. Bindi Foyle and Samy Zekhout
joined the Board as Non-Executive
Directors on 1 June 2025. Sara Perry
stepped down from the Board on 31 May
2025. Samy Zekhout stepped down
from his position as a Non-Executive
Director to take up the role of Chief
Operating Officer for the West region
of the business on 7 January 2026.
Further details of the relevant search and
appointment processes adopted can be
found in the report of the Nomination
Committee on pages 90 to 93.
Re-election of Directors
All Directors in office at the date of the
Annual Report and Accounts, having
demonstrated the performance and
contribution required to support the
Company’s long-term sustainable
success, will submit themselves for
re-election at the 2026 Annual General
Meeting (AGM). All new Directors are
subject to election by shareholders at the
first AGM following their appointment.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 83Overview Strategic Report Governance Financial Statements
Corporate governance statement
continued
Board effectiveness review
Consistent with the requirements of the
Code, the effectiveness of the Board and
its Committees was reviewed during
the year. Further details of the review, its
methodology and recommendations are
included in the Nomination Committee
report on pages 90 to 93.
Stakeholder engagement
The Board considers the views and
interests of its key stakeholders, including
shareholders, customers, suppliers
and colleagues when shaping the
Group’s strategic direction and making
significant decisions. Engagement with
stakeholders is described further in the
s.172 Statement on pages 37 to 41.
To strengthen the colleague voice in the
boardroom, the Board has appointed
a Workforce Non-Executive Director,
Angus Porter, who in 2025 participated
in employee feedback sessions to gauge
engagement and sentiment. The Chair
maintains regular engagement with
major shareholders to understand their
views on governance and strategic
performance, while Committee Chairs
meet shareholders on significant matters
within their remits. In addition, the
Senior Independent Director is available
to shareholders as an alternative point
of contact and reports relevant insights
to the Board. Together, these activities
ensure that stakeholder perspectives
meaningfully inform Board deliberations
and decision making in line with
the Board’s duties under s.172 of the
Companies Act 2006 (the Act).
Directors’ conflicts of interest
and raising concerns
Declarations of any actual or potential
conflicts of interest are sought at the
start of every Board and Committee
meeting. Directors are required under
the Act and the Company’s Articles to
notify any conflicts for review and formal
authorisation by the non-conflicted
Directors. Any potential conflicts
identified are assessed by the Board,
and mitigating actions are agreed and
recorded to ensure that no relationship
or involvement compromises a Director’s
independent judgement. The Board is
satisfied that these procedures operated
effectively during 2025, with no conflicts
identified. Concerns about the operation
of the Board may be raised with the Chair
or the Senior Independent Director.
The Company is committed to
maintaining an open and transparent
culture and seeks to conduct business
with honesty and integrity at all
times. An independent, confidential
whistleblowing service allows
colleagues and others to report
concerns anonymously by telephone
or web portal and is available in all
local languages. The Board receives
regular updates on matters raised via
the whistleblowing service and reviews
the effectiveness of the arrangements,
the investigation process and the
resulting actions. During the year, six
whistleblowing reports were received
and investigated, all relating to human
resource issues, including dishonest
behaviour, work relation concerns,
unfair treatment, and the conduct of
a subcontractor. Further details of the
whistleblowing policy are available
ontheCompany’s website.
Division of responsibilities
andmeetings
Chair and CEO
We have set out in the table on page
82 the current non-compliance with
the Code. That non-compliance is
temporary and reflects current abnormal
circumstances. Normally, the roles of
Board Chair and CEO are split, and the
Board has approved a written statement
of the key responsibilities between the
Board Chair and CEO, which was last
reviewed in March 2026 and is available
on the Company’s website. The Chair
leads the Board and Mark Allen was
independent on appointment as Chair.
Once the Board’s plan for appointment
of a new Board Chair has been executed,
the Company will return to its normal
position of compliance with the Code.
Non-Executive Directors
The Board ensures that at least half
its members, excluding the Chair, are
independent Non-Executive Directors
and assesses any relationships or
circumstances that could affect, or
appear to affect, their independence
in line with Provision 10 of the Code.
The Board confirms that no relevant
cross-directorships or other links existed
in 2025, none of the circumstances
outlined in Provision 10 apply, and
all Non-Executive Directors, each of
whom have served as Directors for
eight years or less, are considered to be
independent. Non-Executive Directors
provide constructive challenge, strategic
guidance and oversight of Executive
Directors’ performance, including
through the work of the Remuneration
Committee. The Board Chair and the
Non-Executive Directors meet regularly
without the Executive Directors
present. Non-Executive Directors do not
participate in the Group’s pension, bonus
or share schemes and, despite holding
external directorships, are considered
able to commit sufficient time to their
Hilton Foods responsibilities. During the
year, the Non-Executive Directors also
met separately to scrutinise the
performance of Executive management.
A Non-Executive Director is appointed
as the Senior Independent Director
(SID). The SID acts as a sounding board
for the Chair and an intermediary for
Directors and shareholders. The SID
is available to shareholders should
they wish to raise an issue through an
alternative channel. The Non-Executive
Directors led by the SID meet without
the Chair present annually to discuss
the Chair’s performance and any other
matters as required. The details of the
responsibilities of the SID are set out
in writing and are available on the
Company’s website.
Time commitment
The Board acknowledges the importance
of Directors having enough time to
perform effectively. The Board considers
candidates’ existing commitments prior
to appointment, with all prospective
Directors required to disclose
significant obligations and expected
time requirements. The Board reviews
Directors’ external time commitments
annually, and in 2025, concluded that
each Director has sufficient time
to effectively fulfil their duties for
the Company.
Hilton Food Group plc Annual Report & Financial Statements 2025 84Overview Strategic Report Governance Financial Statements
Corporate governance statement
continued
Attendance at meetings
In the normal course, the Board has
eight scheduled meetings a year.
Additional meetings are held during
the year if required. The following
table identifies those Directors who
served during the year, together with
details of their attendance at meetings.
Attendance by Committee members at
Board Committee meetings are included
ineach Committee report.
Number
attended
1
Percentage
attended
Mark Allen 10/10 100%
Steve Murrells
2
8/9 89%
Matt Osborne 10/10 100%
Angus Porter 10/10 100%
Rebecca Shelley 10/10 100%
Patricia Dimond 10/10 100%
Sarah Perry
3
5/5 100%
Bindi Foyle
4
5/5 100%
Samy Zekhout
5
5/5 100%
Notes
1 In addition to the scheduled meetings listed
above, a number of unscheduled meetings
were held. Where Directors were unable
to attend these additional meetings, they
ensured that the Chair was fully briefed
ontheir views in advance.
2 Steve Murrells stepped down from the
Board on 25 November 2025.
3 Sarah Perry stepped down from the Board
on 31 May 2025.
4 Bindi Foyle was appointed on 1 June 2025.
5 Samy Zekhout was appointed on
1 June 2025.
Information and support
provided to Board members
All Directors have full and timely access to
relevant information from management,
with comprehensive Board and
Committee papers circulated in advance
of each meeting. These include detailed
updates on current and forecast trading,
supported by comparisons against
budget and prior years, along with
explanatory papers on matters requiring
discussion, approval or response.
Directors have unrestricted access to the
General Counsel and Company Secretary,
who advises the Board on governance
matters. Directors may obtain
independent professional advice at the
Company’s expense in the furtherance
oftheir duties as required.
Annual General Meeting
On 20 May 2025, shareholders, their
proxies and corporate representatives,
attended the Company’s Annual General
Meeting (AGM). All Directors were
present and available for questions.
All resolutions put to the AGM were
passed with an average of over 97% of
votes cast in favour. The 2026 AGM will
be held at 2–8 The Interchange, Latham
Road, Huntingdon, Cambridgeshire
PE29 6YE on Tuesday, 19 May 2026,
at 9am. The appetite for remote
online attendance at past AGMs has
been very low. Accordingly, in the
interest of using shareholders’ funds
appropriately, shareholders will be
invited to attend the 2026 AGM in
person. Shareholder demand for remote
participation will be kept under review
and will inform the approach adopted
tofuture AGMs.
Fair, balanced and
understandable declaration
The Board reviewed whether the
Annual Report and Accounts, taken
asa whole, provide a fair, balanced and
understandable view of the Group and its
performance. In reaching its conclusion,
the Board considered input from the
CFO, a report from the Audit Committee
Chair on the Committee’s review of the
preparation and content of the year-end
financial statements and the associated
external audit report and undertook its
own review of the Annual Report and
Accounts. The Board concluded that the
Annual Report and Accounts are fair,
balanced and understandable, and the
Directors’ confirmation to this effect is
included in the Statement of Directors’
responsibilities on page 122.
Effectiveness of the risk
management and internal
control framework
The Board has assessed the principal
and emerging risks facing the Company,
including those that would threaten its
business model, future performance,
solvency or liquidity. Throughout the
year, it received regular updates from
the Audit Committee on risk and control
matters and oversaw enhancements
to the Group’s risk management and
internal control framework, summarised
in the Risk management section on
pages 29 to 36.
The Board has conducted an annual
review of the overall effectiveness of the
risk management and internal control
systems for the financial year and up
to the date of approval of the Annual
Report and Accounts, concluding
that the framework remains effective.
Further details of this work are set out in
the Audit Committee report on page 88.
Mark Allen OBE
Executive Chair
30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 85Overview Strategic Report Governance Financial Statements
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 28 December 2025.
Role of the Committee
The Audit Committee supports the
Board in overseeing the effectiveness
of our financial reporting, risk
management and internal controls
framework. The Committee’s Terms of
Reference formalise the roles, tasks and
responsibilities of the Committee and
can be found on the Company’s website
at www.hiltonfoods.com.
Membership of the Committee
Members of the Committee are
appointed by the Board on the
recommendation of the Nomination
Committee. In 2025, the Committee
comprised the independent
Non-Executive Directors Patricia
Dimond (Chair), Angus Porter, Rebecca
Shelley, Sarah Perry (until 31 May 2025),
Bindi Foyle (from 1 June 2025) and
Samy Zehout (from 1 June 2025 until
7 January 2026). Patricia Dimond was
Chair of the Committee throughout
2025, until 7 January 2026 when I
transitioned to the role as part of the
Nomination Committee’s succession
planning process. Patricia is the Senior
Independent Director and remains
a member of the Audit Committee.
The Committee is comprised 100% of
independent Non-Executive Directors.
Provision 24 of the UK Corporate
Governance Code requires that the chair
of a company’s board should not be a
member of the Audit Committee, as
such, Mark Allen stepped down from
the Committee when he transitioned
to the Non-Executive Chair role on
1 January 2025.
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, in line with Provision
24 of the UK Corporate Governance
Code, other Committee members also
bring appropriate and relevant financial
expertise, as detailed in their biographies
on pages 76 and 77. Together, we 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.
The Committee received
regular updates on the
progress of the Internal
Controls programme.”
Bindi Foyle
Audit Committee Chair
Highlights
Monitoring implementation of
enhancements to the Internal Control
Framework ahead of Provision 29 of the
UK Corporate Governance Code
Reviewing the accounting treatment
of the Foods Connected and Fairfax
Meadow transactions
Assessing the Foppen
inventory valuation and
related disclosure
Attendance at meetings
oftheAudit Committee
Number
attended
Percentage
attended
Patricia Dimond 5/5 100%
Angus Porter 5/5 100%
Rebecca Shelley 5/5 100%
Sarah Perry
1
2/2 100%
Bindi Foyle
2
3/3 100%
Samy Zekhout
3
3/3 100%
Notes
1 Resigned 1 May 2025.
2 Appointed 1 June 2025.
3 Appointed 1 June 2025, resigned
7 January 2026.
Hilton Food Group plc Annual Report & Financial Statements 2025 86Overview Strategic Report Governance Financial Statements
Report of the Audit Committee
continued
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 review 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 classification of adjusting items
and challenge thereof, to ensure
they are appropriate, transparent
and consistently applied, and to
assess their impact on the integrity,
fairness and understandability of the
financial statements;
▶ 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;
▶ 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
whistleblowing, anti-bribery
and anti-facilitation of tax
evasion arrangements.
In addition, it reports to the Board on
how it has discharged its responsibilities.
How the Committee has
discharged its responsibilities
During 2025, 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 below.
Monitoring the integrity of the
financial statements including
significant judgements
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:
▶ adjusting items including a £31.0m
gain on the disposal of Fairfax Meadow
and a gain of £35.5m arising from
the divestment of the Company’s
65% interest in Foods Connected,
recognition of £5.0m of reorganisation
costs relating to ongoing efficiency and
restructuring programmes and £4.6m
relating to strategic project costs;
▶ oversight of the accounting
considerations relating to the Foppen
listeria incident, reviewing the
inventory valuation and disclosure of
the associated non-underlying costs,
and monitoring the risk of impairment,
ensuring transparent disclosure in the
interim accounts and trading updates.
At year end, the Committee reviewed
the inventory write-off and associated
adjusting/exceptional items to ensure
full alignment with the adjusting items
classification. The review included full
provision for non-recoverable stock
and other direct losses, costs relating
to temporary mitigation and process
adjustment, personnel, logistics
and testing costs and financing and
advisory costs, totalling £27.6m;
▶ accounting treatment following
the strategic investment into, and
subsequent part disposal of, the
Group’s interest in Foods Connected
Limited and the divestment
of the Fairfax Meadow Europe
Limited businesses;
▶ indicators of impairment were
reviewed at half year and year-end.
No indicators of impairment were
identified at half year. At year-end,
underperformance of the Dalco
business against budget was identified
as an indicator of impairment for
the remaining non-current assets,
following a full impairment of Dalco
goodwill in the previous financial
year. A full impairment assessment
ofDalco goodwill determined that no
further impairment was required in
2025. Other acquired intangible assets
were reviewed for impairment with
noimpairments identified;
▶ application of the Company’s
capitalisation criteria policy to
capital expenditure relating to the
construction of the Hilton Foods
Canada facility and review of alignment
with IFRS standards;
▶ 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;
▶ a review of the sustainability disclosure
landscape following the EU omnibus
proposal to delay the implementation
of CSRD disclosure requirements,
areview of disclosure requirements
under the Australian Sustainability
Reporting Standards and updates on
the rollout of ISSB S1 and S2 standards
in the UK;
Hilton Food Group plc Annual Report & Financial Statements 2025 87Overview Strategic Report Governance Financial Statements
Report of the Audit Committee
continued
▶ 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 53 to 66);
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 completed
across key areas. The 2025 Plan was
aligned to the Group’s most material
risks and included coverage of Provision
29 requirements, IT and physical site
security, new business general controls,
focused reviews of site level operations
and advisory support in areas such as
AI policy and controls and third-party
risk management.
The Committee received regular
updates on the progress of the Internal
Controls programme, including
the review of existing controls, gap
analysis of operational and compliance
processes and 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 (the Code), relating to
risk and internal controls. Material risk
and control workshops assessed the
relevance of risks and the associated
material controls, documenting each
control and its supporting evidence to
identify gaps across financial, operational,
compliance, reporting, IT and
fraud-related processes. Following this
process, a testing plan has been agreed
for 2026 to assess whether material
controls areoperating effectively as at
the2026 year-end.
The Committee noted the findings from
internal audit and other assurance work
carried out during the year and agreed
the Internal Audit Plan for the year
ahead. The scope and resourcing of the
Internal Audit function was reviewed.
The Committee was satisfied that the
internal audit function had been effective
in its work during the year.
During 2025, the Audit Committee
oversaw a review of the Company’s
principal risks to ensure alignment with
business strategy. More detail can be
found in the Risk management and
principal risks section, including the
Company’s risk tolerance and appetite.
The Committee received regular
updates on risk management
including changes to the assessment
of risks and consideration of
emerging risks. The Committee also
reviewed the work done by the Risk
Management Committee.
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, 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 Audit Committee fulfils its
responsibilities for overseeing the
external auditor in line with the FRC’s
Audit Committees and the External
Audit: Minimum Standard, in compliance
with Provision 16 of the UK Corporate
Governance Code. More details on how
we met these responsibilities can be
found below.
The Committee oversees the
relationship with, and the performance
of, the external independent auditors.
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’ during
the financial year. Following a tender
process in 2022, Deloitte LLP (Deloitte)
were formally appointed as the Group’s
external auditors for the financial period
ending 29 December 2024 at the 2024
Annual General Meeting. Deloitte’s
reappointment was approved by
shareholders at the AGM in May 2025
with 100% of votes being cast in favour.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 88Overview Strategic Report Governance Financial Statements
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.
During 2025, the Committee were
advised that the FRC’s Audit Quality
Review team had selected the Hilton
Food Group plc 2024 audit for specific
review. A summary of the findings from
this review were discussed with the Audit
Committee in March 2026.
Following completion of the 2024
audit, the Committee reviewed the
effectiveness of the external audit
including Deloitte’s performance
and concluded that the audit was
effective, with Deloitte 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,
Report of the Audit Committee
continued
and the collected data is compiled
into a scorecard to assess the auditor’s
strengths and weaknesses. The review
identified improvements to enhance
communication between auditors
and the component teams, supported
by increased in-person interaction, to
strengthen knowledge retention of the
Hilton Foods business and to initiate
earlier access to data.
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 2025, the fees were £186,000 (including
£151,000 for work in connection with the
half-year review), which represent 11%
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 158. The Committee believes
that the level of non-audit fees does
not affect the independence of the
external auditors.
Audit Effectiveness Review
As part of the Board Effectiveness Review,
detailed on page 93, an evaluation of the
performance of the Audit Committee
and its effectiveness was conducted.
The review determined that the Audit
Committee was operating effectively and
recommended increased meeting time
for 2026.
Financial Reporting Council
During the year, the Audit Committee
oversaw interactions with external
stakeholders relevant to its areas of
responsibility, including the Financial
Reporting Council (FRC). As part of the
process to prepare the 2025 Annual
Report and Accounts, the Committee
ensured that the Group appropriately
considered and responded to the
FRC’s recommendations arising from
its corporate reporting reviews and
thematic reporting assessments.
This included a thematic review of the
Company’s Annual Report and Accounts
for the 52 weeks ended 29 December
2024 in accordance with Part 2 of the FRC
Corporate Reporting Review Operating
Procedures. Further information was
sought in relation to the following
principal areas:
▶ Goodwill impairment testing
▶ Other revenues generated by
the company
It was concluded that the Company had
provided satisfactory explanations.
The FRC’s review was based on the
Annual Report and Accounts and did
not benefit from detailed knowledge
of the business or an understanding
of the underlying transactions entered
into. It was, however, conducted by staff
of the FRC who have an understanding
of the relevant legal and accounting
framework. The review carried out by
the FRC provides no assurance that
the Annual Report and Accounts were
correct in all material respects; the
FRC’s role is not to verify the information
provided but to consider compliance
with reporting requirements.
Conclusion
The Committee considers that the
work performed as detailed above
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 Audit Committee,
Bindi Foyle
Audit Committee Chair
30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 89Overview Strategic Report Governance Financial Statements
Report of the Nomination Committee
Chair’s introduction
Dear shareholder,
In January 2025 I took over
as Chair of the Board
following Robert Watson’s
departure from the Board.
At the same time, I stepped into the role
of Chair of the Nomination Committee.
I am pleased to present to you the
Committee’s report on its activities
during 2025.
The Committee’s core role is to ensure
that appointments to the Board are
subject to a formal, rigorous and
transparent procedure and that an
effective succession plan is maintained
for Board and senior management.
2025 saw a number of changes to the
Non-Executive Director body of the
Board. As part of the succession planning
process as Angus Porter began to move
closer towards nine years’ service on
the Board; and following his successful
leadership of the succession process for
the Board Chair role, which concluded
in my appointment, Angus stood down
as Senior Independent Director (SID)
in March 2025. Patricia Dimond was
appointed SID as Angus’ successor.
Angus had planned to step down from
the Board at the Company’s Annual
General Meeting in 2026 and as 2025
progressed it became clear that Sarah
Perry needed to focus on her expanded
executive role at Carlsberg Britvic.
The Committee, therefore, needed
to navigate ongoing change within
the Board.
During the early part of 2025, with
assistance from an external search firm,
the Committee conducted a search
for two new Non-Executive Directors.
In addition to finding candidates who
could step into the commercial and
public company experience gap which
Angus would leave on his departure,
the Committee identified the need for
candidates who could assume the role of
employee engagement and could satisfy
a longer-term plan for Patricia Dimond
to step down from the Audit Committee
Chair role to enable her to focus on her
role and responsibilities as SID. We were
delighted to find two candidates
in Bindi Foyle and Samy Zekhout
who between them have significant
public company, manufacturing, food,
international, finance and general
management experience.
The Committee focused
on the further evolution
of the composition of the
Board taking into account
planned and reactive
changes.”
Mark Allen OBE
Executive Chair
Highlights
Non-Executive Director succession
plan successfully executed with the
appointment of Bindi Foyle and
Samy Zekhout.
Further consideration given to the size
and diversity of the Board
Committee membership
andattendance at meetings
The identities of the Directors who
were members of the Committee
during the year and their attendance
at the Committee’s meetings is set out
in the table below:
Number
attended
Percentage
attended
Mark Allen 2/2 100%
Patty Dimond 2/2 100%
Bindi Foyle
1
1/1 100%
Sarah Perry
2
1/1 100%
Angus Porter 2/2 100%
Rebecca Shelley 2/2 100%
Samy Zekhout
3
1/1 100%
Notes
1 Bindi Foyle joined the Committee on 1 June 2025 on joining the Board.
2 Sarah Perry stepped down from the Board on 31 May 2025.
3 Samy Zekhout joined the Committee on joining the Board on 1 June 2025.
Hilton Food Group plc Annual Report & Financial Statements 2025 90Overview Strategic Report Governance Financial Statements
Report of the Nomination Committee
continued
Ensuring diversity of gender, social and
ethnic backgrounds and cognitive and
personal strengths was a central criteriion
shaping the search. Towards the end of
May, we announced Bindi and Samy’s
appointment with effect from 1 June
2025. They have both had a very positive
impact since their appointment and as
part of a planned succession process
Bindi took over from Patricia as Chair of
the Audit Committee in January 2026.
The Company’s interim results for the
26 weeks ending 29 June 2025 were
announced on 3 September. They were
a difficult set of results with poorer than
expected performance in the Group’s
seafood business, regulatory issues in the
US, which had resulted in operational
disruption to our Foppen smoked
salmon business, and higher net debt
than the market had expected as a result
of increased tactical inventory holding.
Following the announcement of the
Company’s third quarter trading update
in November, in which we announced
ongoing challenges in our seafood and
Foppen businesses and a more cautious
trading outlook for 2026 with difficult
profit progression, Steve Murrels and
the Board agreed that it was the right
time to search for a new leader to take
the business forward. The Committee
has played a key part in helping the
Board decide how to navigate a change
of Chief Executive, culminating in the
Committee recommending to the Board
that I should step in as Executive Chair
to provide executive leadership of the
business while the Board considered CEO
succession. I did so on 25 November 2025.
The Committee has assisted the Board
with its consideration of the next steps to
take in relation to ongoing leadership of
the Group and the Board. As announced
in March 2026, the Company has
commenced a search for a suitable new
Non-Executive Chair. I have agreed
with the Board that I will remain in post
as Executive Chair until a new Non-
Executive Chair is in role. I will then
Become CEO. It would be inappropriate
for me to lead the Committee’s work
searching for my successor as Chair.
Accordingly, in compliance with Provision
17 of the Code, Patty Dimond in her
role as SID, is leading the search for a
new Board Chair. The Board will update
on progress with the search at the
appropriate time. Although not occurring
during the 2025 financial year, it would
be remiss of me not to mention that on
7 January 2026, Samy Zekhout stepped
down from the Board to take up the
newly created role of Chief Operating
Officer, West. As 2026 progresses, the
Committee will continue to consider
what further changes Samy’s change
of role may require amongst the Non-
Executive Director body. As we navigate a
period of further change, in order to help
provide on-going stability, Angus Porter
has confirmed that he will remain on the
Board and not step down at the 2026
AGM as previously announced.
Process for Board appointments
Recent Board appointments followed
the Committee’s defined approach.
This sets out a rigorous selection process,
with appointments made on merit
and against an agreed set of specific
and objective criteria. The Committee
oversees this process on behalf of the
Board and advises the Board on the
identification, assessment and selection
of candidates. The appointment
process includes:
1. agreeing the key skills, attributes and
business experience required for the
role as well as diversity priorities;
2. preparing a role description;
3. engaging independent
search consultants;
4. conducting a market search via the
search consultants;
5. preparing a ‘long list’ of candidates,
taking into account diversity
considerations and the Committee’s
review of the composition, experience
and skill set of the Board;
6. selecting a shortlist that meets the
Committee’s criteria;
7. candidate interviews
and assessments;
8. making a recommendation to the
Board, following detailed references;
and
9. appointees are provided with a
programme of induction meetings
and visits with key personnel to each
business within the Group.
During the year, the Committee used
the services of Sam Allen Associates.
Other than the use of their services
in search assignments and Board
effectiveness reviews, the Directors have
no connection with Sam Allen Associates.
Hilton Food Group plc Annual Report & Financial Statements 2025 91Overview Strategic Report Governance Financial Statements
Report of the Nomination Committee
continued
the final day of the reporting period
covered by this report, 43% of Directors
were female and the SID was female.
Also at 28 December 2025, 34% of the
Executive Leadership Team and their
direct reports were female. The make-up
of our Executive Leadership Team and
their direct reports does not currently
meet the recommendation of the FWLR.
We recognise that we have further work
to do to improve the gender balance
among our Executive Leadership
Team and their direct reports, but also
more broadly across the business.
Ensuring appropriate gender balance
in the pipeline for senior roles starts
with ensuring that our recruitment
and talent policies and processes
encourage diversity from the most junior
roles upwards and that our benefits
and retention policies and processes
positively contribute to diversity
throughout colleagues’ careers.
Only by building a diverse talent pipeline
will we achieve appropriate gender
balance in senor roles. As part of our DEI
action plan, the following are key global
initiatives for 2026, which are aimed
at improving gender balance in our
talent pipeline:
Theme Key metrics
Attract and recruit diverse talent 100% of candidate pools with ≥ 40% female
representation
50% of new female appointments in the business
Foster female development and
career progression
50% female participation in leadership
programmes
50/50 gender split in leadership programmes
50% female internal promotions
Given current gender balance in the
Group and reflecting the historic balance
in the food industry, but the meat
industry in particular, we believe it will
take longer than the end of 2027 to
achieve a balance of at least 40% women
in our Executive Leadership Team
and their direct reports. That does not
undermine our ambition but is a realistic
appraisal of the position taking account
of the length of time it will take to build a
gender balance pipeline for those roles.
The Parker Review (on ethnic diversity)
has recommended that, FTSE 250
companies should have at least one
director who identifies as minority ethnic.
At the end of the year and at the date
of this report, the Board has met that
recommendation. The Parker Review has
also recommended that listed companies
Board Diversity Policy
A key role of the Committee is to promote
and set targets for appropriate ethnic
and gender diversity at Board and senior
management levels. Disclosure Guidance
and Transparency Rule (DTR) 7.2.8AR
requires disclosure of the diversity policy
applied to a board and its remuneration,
audit and nomination committees. It has
always been the Company’s approach to
seek diversity in all senses, including age,
gender, ethnic and social backgrounds,
sexual orientation, disability and
experience and to foster a culture of
inclusion. That remains our approach
in all the activities of the Board and its
Committees. In light of DTR 7.2.8AR,
the Board has approved and adopted
a formal diversity policy which can be
found in the Governance section on the
Company’s website.
The FTSE Women Leaders Review
(FWLR) recommends that boards
should comprise 40% female directors,
with a female in at least one of the roles
of Chair, SID, CEO or CFO and that by
the end of 2025, 40% of the leadership
team (executive committee or its
equivalent) and its direct reports should
be female. As of 28 December 2025,
should set targets to be met by 2027
for ethnic diversity in leadership teams
(executive committees and their direct
reports) and that from December 2024
onwards, listed companies should report
on their progress towards those targets.
Our current ethnic diversity amongst
our leadership team is low with 6% from
ethnic backgrounds, 3% with Asian/
Asian British ethnic backgrounds and
3% with Black/African/Caribbean/ Black
British (excludes prefer not to say/unable
to disclose/do not know). We remain
committed to improving ethnic diversity
across the Group but have not yet
set a target for the leadership team.
The Committee is monitoring the Group’s
progress with improving ethnic diversity
and now has the issue on its work plan
for the year and anticipates doing so in
future years as well.
Hilton Food Group plc Annual Report & Financial Statements 2025 92Overview Strategic Report Governance Financial Statements
Report of the Nomination Committee
continued
The disclosures required to be made by Listing Rule 6.6.6R(10) are set out on the
previous page. The following table is included incompliance with Listing Rule
6.6.6R(10) in the format prescribed by that rule and set out in Listing Rule 6 Annex
1. The data for the disclosures and tables was collected by asking Directors and
colleagues to respond to questionnaires asking them to confirm how they identified
from an ethnic background and gender perspective.
Gender identity or sex (at 28 December 2025)
No. of Board
members
% of the
Board
No. of senior
positions on
the Board
No. in
executive
management
% of executive
management
Men 4 57 2 6 66.67
Women 3 43 1 3 33.33
Ethnic background (at 28 December 2025)
No. of Board
members
% of the
Board
No. of senior
positions on
the Board
No. in
executive
management
% of executive
management
White British
or other White
(including
minority–White
groups) 5 66.8 3 8 88.88
Mixed/Multiple
Ethnic Groups – – – – –
Asian/Asian
British 1 16.6 – – –
Black/African/
Caribbean/Black
British – – – – –
Other ethnic
group – – – – –
Not specified/
prefer not to say 1 16.6 – 1 11.11
Board effectiveness review
The review of the effectiveness of the
Board and its Committees and the Chair
was facilitated by Sam Allen Associates
in 2025. A combination of questionnaires
and one-to-one interviews was
employed. The full report on the review
was shared with the Board and discussed
in detail at the Board’s meeting in
March 2026 and the Chair received
feedback on his performance. The review
concluded that although the Board
and its Committees were effective, their
effectiveness would be further improved
in 2026 by focusing on the following:
▶ Review of the Company’s strategy and
adoption of appropriate KPIs to assess
the Group’s delivery on its strategy.
▶ Better use of a skills matrix to better
understand existing skills in the
business, additional skills which are
required and how to address any gaps.
▶ Further focus on risk processes and
controls, especially in light of the
introduction of Provision 29 of the Code
and the need to report on a broader
risk control framework than has
previously been the case.
▶ Greater use of the broader
Non-Executive Director community
facilitated by the designated workforce
engagement NED to enhance the
link between colleagues and the
Board with more frequent feedback
oncolleague interactions by
Non-Executive Directors.
▶ Greater focus on succession planning
and development, especially in
the in the context of creating the
environment for improvements in
diversity among the colleague base
and talent pipeline.
Progress against the recommendations
of the 2025 effectiveness review will be
monitored and assessed by a follow-up
review later in the current year, which will
also be externally facilitated and reported
on in the 2026 report.
I will be available at the 2026 AGM to
answer any questions on the work of the
Committee in 2025.
Mark Allen
Executive Chair
30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 93Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
Annual bonus
LTIP
Consists of base salary, benefits
andpension contributions.
Timeline (years)
Performance criteria are aligned to strategic
objectives, with the majority of the bonus linked
tochallenging financial targets.
Maximum: 150% (CEO) and 125% (CFO) of salary.
Timeline (years)
One-third of any bonus over 50% deferred into shares
for two years.
0
1
2
3
4 5
Awards vest subject to satisfaction of challenging
performance conditions.
Maximum: 175% of salary for Executive Directors.
Timeline (years)
Awards are subject to a three-year performance
period. A two-year holding period applies to
Executive Directors.
Annual bonus
LTIP
Bonus overall outcome CEO
Bonus overall outcome CFO
LTIP overall vesting outcome
Further details, including information on the strategic objectives,
are set out on page 111.
2.3%
of maximum
0
1
2
3
4 5
0
1
2
3
4 5
Remuneration at a glance
2025 outcomes
Fixed pay
Measure
2025
achieved Threshold Target Maximum Payout %
PBT £73.2m £71.5m £79.4m £87.4m 92%
Free cash flow £21.9m £31.9m £43.4m £47.7m 0%
Further details, including information on the strategic objectives,
are set out on page 108.
40.2%
of base salary
(max 150%)
36.1%
of base salary
(max 125%)
Measure
2025
achieved Threshold Maximum
Payout % of
maximum
EPS 9.8% 11% 17% –
TSR Below Median Median
quartile
Upper
quartile
–
ESG Metrics partially met
2.3%
Key elements2025 Executive
Directors' total
remuneration
1
Base Salary*
£850,000
2
Annual
bonus
£0
3
LTIP
£0
Total
£850,000
1
Fixed pay
£465,000
2
Annual
bonus
£151,000
3
LTIP
£7,000
Total
£623,000
1
Executive
Chair
1
CFO
2
3
* Annualised value
Hilton Food Group plc Annual Report & Financial Statements 2025 94Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Annual statement
Dear Shareholder,
I am pleased to present the
Directors’ remuneration
report for the 52 weeks ended
28 December 2025. The report
is divided into three main
sections, being:
▶ This Annual Statement – which
summarises the remuneration
outcomes for the 52 weeks ended
28 December 2025 and how
the Remuneration Policy will be
operated in the 52 weeks ending
27 December 2026;
▶ The Directors’ Remuneration Policy
– which sets out the Remuneration
Policy, which was approved by
shareholders at the 2025 AGM and
which remains unchanged; and
▶ The Annual Report on Remuneration
– which sets out remuneration,
payments and awards made to the
Directors in respect of the 52 weeks
ended 28 December 2025.
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).
Hilton Foods delivered a resilient
performance in 2025 despite inflationary
pressures and operational challenges
across parts of the business. The Group
managed disruptions in its Foppen
smoked salmon operations, where
ongoing regulatory restrictions in Greece
led to significantly higher than expected
US stock write offs. Seafood performance
was affected by softer white fish
demand and Foppen-related regulatory
challenges. Strategic progress continued,
including welcoming a new investment
partner into Foods Connected and
advancing international expansion plans,
with the Saudi Arabia joint venture on
track for launch in 2026 and Canada
in early 2027. Despite a challenging
environment, characterised by protein
inflation and shifting consumer
behaviour, the Group maintained strong
partnerships, operational efficiency
and strategic focus, positioning it for
continued long-term resilience.
During the year, the Board saw important
changes in its leadership. Steve Murrells
stepped down as Chief Executive Officer
towards the end of 2025. Subsequently,
Mark Allen, was appointed Executive
Chair, replacing Steve Murrells.
In addition, Samy Zekhout joined the
Board as a Non-Executive Director on
1 June 2025 before stepping down on
7 January 2026 to take up an operational
role within the business.
Performance and 2025
payoutcomes
Annual bonus
While free cash flow performance was
below threshold, the Group delivered
an above threshold adjusted profit before
tax outcome, which demonstrated the
continued strength and resilience of
Hilton’s core operations, and strong
performance against the relevant
strategic and personal objectives.
This resulted in annual bonus awards of
40.2% and 36.1% of salary for the CEO and
CFO respectively. In line with his strong
commitment to the Group, Matt Osborne
elected to invest his entire 2025 net
annual bonus into Hilton Foods shares,
increasing his personal shareholding.
Mark Allen did not receive an annual
bonus for 2025 in respect of his time
served during 2025 as Executive Chair.
Further detail on the Committee’s
assessment is provided within this report
(page 108).
Performance objectives
in 2025 related to relevant
strategic and personal
objectives.”
Rebecca Shelley
Remuneration Committee Chair
Hilton Food Group plc Annual Report & Financial Statements 2025 95Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Long-Term Incentive Plan (LTIP) Awards
In respect of the 2023 LTIP vesting in
2026, while performance against EPS and
relative TSR targets was below threshold,
the ESG metrics were partially met,
resulting in an overall vesting of 2.3% of
the total awards granted.
Operation of Policy
anduseofdiscretion
The Remuneration Policy operated
as intended in terms of Company
performance and quantum, and
accordingly no changes were considered
to be necessary and no discretion was
exercised. There were no payments to
Directors during the year outside of
the approved Policy and there were no
changes made to the terms of the bonus
or outstanding share awards. No malus
or clawback provisions were exercised.
2026 implementation
The Committee intends to operate
the Remuneration Policy during 2026
on a consistent basis with prior years,
reflecting Hilton Foods’ strategic
priorities, the leadership transition, and
the continuing need to align executive
reward with long-term sustainable
performance. Based on the above, a
summary of how the Committee intends
to operate the Policy during 2026 is set
out below.
The salary level for the Executive Chair
role has been aligned to Steve Murrells’
2025 salary albeit as noted below, no
pension provision is offered.
The increase detailed above for the CFO
is below the average of the UK wider
workforce (3.5%).
While the salary review date for Executive
Directors has historically been 1 January,
going forward, the salary review date will
be aligned to that of the wider workforce
(1 April).
Pension and benefits
Pension provision will continue to be
offered at 7% of salary although Mark
Allen will not receive pension provision
in respect of his Executive Chair role.
Benefits will continue to comprise a
company car or car allowance, driver,
fueland private healthcare.
Annual bonus
The maximum annual bonus potential
will be 150% of salary and 125% of salary
for Mark Allen and Matt Osborne
respectively. Performance targets
will comprise personal and strategic
objectives for 20% of salary, with the
remainder subject to financial metrics
including adjusted profit before tax
(80% weighting) and free cash flow
(20%weighting). As the targets are
Base salaries
Executive Director base salary levels for2026 are as follows:
Name Role 2026 2025 % Increase
Mark Allen
1
Executive Chair £850,000 £850,000 –
Matt Osborne CFO £430,540 £418,000 3%
Note
1 Appointed Executive Chair on 24 November 2025.
The TSR target will remain at 10% vesting
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.
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
In respect of Non-Executive Director fees,
the Board excluding the Non-Executive
Directors reviewed time commitments
and external market data and agreed the
following Non- Executive Director fees
from 1 January 2026:
Role 2025 fees
From
1January
2026 Increase
Base fee £60,030 £63,000 +5%
Audit Chair £12,420 £14,000 +13%
Remuneration Chair £12,420 £14,000 +13%
Senior Independent Director £10,350 £12,000 +16%
Sustainability Chair £10,350 £11,500 +11%
Workforce Engagement including H&S
1
£8,280 £10,000 +21%
Note
1 Health and Safety responsibilities were included from January 2026 and increase reflects this.
considered to be 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.
LTIPs
The 2026 LTIP awards will be set
a maximum of 175% of salary for
Executive Directors.
Vesting will continue to be determined
by stretching EPS (60% weighting),
relative TSR (25% weighting) and ESG
(15% weighting) targets. The performance
targets, measured over the three
financial years commencing with the
year of grant, will be set following the
Annual report approval date.
Hilton Food Group plc Annual Report & Financial Statements 2025 96Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Malus and clawback
The Committee operates malus
and clawback provisions across the
Company’s variable remuneration
arrangements. Malus provisions allow the
Committee to reduce or cancel awards
prior to vesting where appropriate.
Clawback provisions permit the recovery
of amounts already paid or vested.
These provisions may be applied in
circumstances including, but not
limited to:
▶ a material misstatement of the Group’s
financial results;
▶ serious misconduct by a participant;
▶ failure of risk management;
▶ significant reputational damage to the
Group; or
▶ an error in the calculation of
performance outcomes.
A clawback period of three years
following payment of an annual bonus
and vesting of LTIP awards is considered
appropriate on the basis that:
▶ it is reasonable to assume that a
material misstatement of financial
results relating to the performance
period, an error in assessing
performance conditions, or an event,
act or omission which occurred during
the performance period resulting
in serious reputational damage, or
corporate failure, would be discovered
within a three-year period;
▶ it is considered a reasonable period to
support the enforceability of clawback;
and
▶ it is aligned with market practice across
the FTSE 250.
The Company has not needed to use
the malus and clawback provisions in
the last five years (including the latest
reporting period).
Shareholder approvals
The Committee was pleased with
the level of support it received at the
2025 AGM in respect of approving the
Directors’ remuneration report and our
new Directors’ Remuneration Policy.
No changes are being proposed in
respect of the Directors’ Remuneration
Policy and, as such, a single advisory
resolution will be proposed to
shareholders at the 2026 AGM in respect
of the Directors’ remuneration report
(excluding the Policy).
I hope we continue to receive your
support in respect of our Annual Report
atour forthcoming AGM.
Rebecca Shelley
Chair of the Remuneration Committee
Activities of the Committee
The Committee’s main activities during
2025 are summarised below and full
details are set out in the relevant sections
of this report. Main activities included
the following:
▶ Agreeing the Executive Director
remuneration package increases for
2026 and a review of salary increases
for the wider workforce, using external
benchmarking data.
▶ Agreeing annual bonus award levels for
2024 and setting the targets for 2025.
▶ Reviewing the vesting levels for the
2022 LTIP awards, which vested in 2025.
▶ Approving fees for the Board Chair.
▶ Approving the LTIP awards granted
in 2025.
▶ Approving the issue of the ShareSave
scheme for 2025.
▶ Reviewing the CEO pay ratio and
gender pay gap disclosures.
▶ Approving the remuneration package
for the Executive Chair and leaving
arrangements for the ex-CEO.
▶ Performing an annual evaluation of
the Committee’s performance and
reviewing itsTerms of Reference.
Workforce engagement
We maintain strong two way
communication with colleagues
and carefully consider their views
on remuneration across the Group.
This dialogue is facilitated through
a range of channels, including our
companywide engagement surveys,
which allow colleagues to share feedback
anonymously. The survey includes
specific questions on remuneration
practices, such as “I am fairly rewarded
(pay, promotion, training) for my work
here” and “I feel the way pay is decided
here is fair.” Colleagues are also invited to
provide open-ended comments, which
are reviewed in detail and used to inform
our action plans.
In response to direct feedback from
the 2025 engagement survey, we will
conduct a review of the grading structure
at Hilton to ensure roles are positioned
and rewarded fairly and consistently
across the business. This demonstrates
our commitment to acting on colleague
insight and ensuring their voices directly
shape improvements.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 97Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Directors’ Remuneration Policy
This part of the remuneration report sets
out a summary of the Remuneration
Policy, which was subject to a binding
shareholder vote at the Company’s 2025
Annual General Meeting. The full Policy,
as approved by shareholders, is set out
in the Annual Report for the 52 weeks
ended 29 December 2024.
The Policy takes into account the
provisions of the 2018 UK Corporate
Governance Code and other good
practice guidelines from institutional
shareholders and shareholder bodies.
Following approval by shareholders, it
became 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.
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.
Executive Directors
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.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 98Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Element Purpose and link to strategy Operation Maximum opportunity
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.
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.
Up to 150% of base salary.
Hilton Food Group plc Annual Report & Financial Statements 2025 99Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Element Purpose and link to strategy Operation Maximum opportunity
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.
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.
Malus and
clawback
The Committee operates malus and clawback provisions across the Company’s variable
remuneration arrangements. Malus provisions allow the Committee to reduce or cancel
awards prior to vesting where appropriate. Clawback provisions permit the recovery of
amounts already paid or vested.
These provisions may be applied in circumstances including, but not limited to:
▶ a material misstatement of the Group’s financial results;
▶ serious misconduct by a participant;
▶ failure of risk management;
▶ significant reputational damage to the Group; or
▶ an error in the calculation of performance outcomes.
Clawback provisions apply for a period of up to three years following the payment
orvesting of an award. This is in line with typical market practice.
Hilton Food Group plc Annual Report & Financial Statements 2025 100Overview Strategic Report Governance Financial Statements
Element Purpose and link to strategy Operation Maximum opportunity
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).
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 Directors
Element Purpose and link to strategy Operation Maximum opportunity
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 Chair 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.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 101Overview Strategic Report Governance Financial Statements
Notes
1 As Hilton 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 colleagues as a whole. For example, the Committee takes into
account the general base salary increase for the broader UK colleague 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 colleagues, which the Remuneration Committee believes are necessary
to reflect the different levels of responsibility of colleagues across the Company. The key differences in Remuneration Policy between the Executive Directors and colleagues
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 longet term Group level 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.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 102Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 103Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
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.
Inspection
Executive Director service agreements and Non-Executive Director appointment letters are available for inspection at the Company’s registered office.
Director service contract and other relevant information
Provision Executive Directors Non-Executive Directors
Term Matt Osborne appointed on 24 May 2022 with no fixed term.
Mark Allen appointed Executive Chair from 24 November 2025 with no fixed term.
Angus Porter – from 1 July 2018
Rebecca Shelley – from 1 April 2020
Patricia Dimond – from 1 April 2022
Bindi Foyle – from 1 June 2025
Samy Zekhout – from 1 June 2025
1
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
Note
1 Samy Zekhout stepped down on 7 Jan 2026.
Hilton Food Group plc Annual Report & Financial Statements 2025 104Overview Strategic Report Governance Financial Statements
Annual report on remuneration
Role of the Committee
The 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 2025, the Committee comprised the independent Non-Executive Directors [Rebecca Shelley (Committee Chair), Angus Porter, Patricia Dimond, Sarah Perry
(to31 May 2025) and Mark Allen]. Bindi Foyle and Samy Zekhout joined the Remuneration Committee on 1 June 2025. 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 8 100%
Angus Porter 8 100%
Patricia Dimond 8 100%
Sarah Perry (to 31 May 2025) 3 100%
Bindi Foyle
1
5 100%
Samy Zekhout
2
4 80%
Notes
1 Appointed on 1 June 2025.
2 Appointed on 1 June 2025, stepped down on 7 Jan 2026. Samy Zekhout was absent from one meeting due to a conflict of interest relating to his transition to his Hilton Foods Executive role.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 105Overview Strategic Report Governance Financial Statements
NED Unexpired terms of service
Executive Directors Appointment date Service end date
Mark Allen Appointed 24 November 2025 20 May 2028 (re-elected in May 2025 AGM)
Matt Osborne Appointed 24 May 2022 20 May 2028 (re-elected in May 2025 AGM)
Non-Executive Directors Appointment date Service end date
Angus Porter Appointed 1 July 2018 20 May 2027 (re-elected in May 2025 AGM, 9 year service
date in 2027)
Rebecca Shelley Appointed 1 April 2020 20 May 2028 (re-elected in May 2025 AGM)
Patricia Dimond Appointed 1 April 2022 20 May 2028 (re-elected in May 2025 AGM)
Bindi Foyle Appointed 1 June 2025 1 June 2028
Samy Zekhout Appointed 1 June 2025 Stepped down 7 January 2026
Sarah Perry Appointed 4 December 2023 Stepped down 31 May 2025
Mark Allen Appointed 1 October 2024 Appointed to Executive Chair 24 November 2025
Robert Watson Appointed 29 March 2007 Stepped down 1 January 2025
Steve Murrells Appointed 1 July 2023 Stepped down 25 November 2025
External advisors
The Committee recognises 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 £38,435 (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.
Statement of voting at Annual General Meeting
The following table shows the voting results in respect of the 2024 Directors’ remuneration report (other than the Directors’ Remuneration Policy) and the Directors’
Remuneration Policy, both of which were approved by shareholders at the 2025 AGM:
Approve Directors'
remuneration report
2025
Approve Directors'
Remuneration Policy
2025
Resolution type Advisory Binding
Votes for 60,436,730 58,135,715
% 97.93% 93.33%
Votes against 1,278,317 4,155,403
% 2.07% 6.67%
Votes withheld 573,692 2,121
The remainder of this section is subject to audit
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 106Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Single total figure table of remuneration for the 52 weeks to 28 December 2025
£’000
Salary and
fees
1
Benefits
2
Pension
3
Total fixed
pay
Annual
bonus
4
Long-term
incentive
5
Total
variable pay Total
Executive Directors
Mark Allen
6
2025 101 1 – 102 – – – 102
2024 – – – – – – – –
Matt Osborne 2025 418 18 29 465 151 7 158 623
2024 370 10 26 406 388 18 406 812
Non-Executive Directors
Angus Porter 2025 69 – – 69 – – – 69
2024 68 – – 68 – – – 68
Rebecca Shelley 2025 83 – – 83 – – – 83
2024 80 – – 80 – – – 80
Patricia Dimond 2025 81 – – 81 – – – 81
2024 70 – – 70 – – – 70
Mark Allen
6
2025 207 – – 207 – – – 207
2024 15 – – 15 – – – 15
Bindi Foyle
7
2025 35 – – 35 – – – 35
2024 – – – – – – – –
Samy Zekhout
7
2025 35 – – 35 – – – 35
2024 – – – – – – – –
Former Directors
Steve Murrells
8
2025 764 48 53 865 307 23 330 1,195
2024 788 141 55 984 977 – 977 1,961
Robert Watson
9
2025 1 – – 1 – – – 1
2024 294 – – 294 – – – 294
Sarah Perry
10
2025 25 – – 25 – – – 25
2024 58 – – 58 – – – 58
Total 2025 1,819 67 82 1,968 458 30 488 2,456
2024 1,743 151 81 1,975 1,365 18 1,383 3,358
Hilton Food Group plc Annual Report & Financial Statements 2025 107Overview Strategic Report Governance Financial Statements
Notes
1 Reflects salaries/fees paid to Directors in respect of 2025 (with 2024 comparatives).
2. Benefits provided comprised a company car or car allowance, driver, fuel and private healthcare.
3. Pension payments were made during 2025 to the Company pension scheme at the rate of 7% for eligible Executive Directors. Mark Allen did not receive a pension provision in respect of 2025.
4. Details of the 2025 annual bonus award are set out below.
5. Details of the 2023 LTIP vesting in 2026 are set out below. The 2024 LTIP value has been restated for Matt Osborne showing an actual value vesting based on the share price on the vesting date
of898.00 pence.
6. Mark Allen’s remuneration is presented representing remuneration earnt both as a Non-Executive Director (1 January 2025–23 November 2025) and as Executive Chair
(24 November 2025–31 December 2025).
7. Bindi Foyle and Samy Zekhout were appointed to the Board on 1 June 2025 (albeit Samy Zekhout subsequently stepped down from the Board on 7 January 2026).
8. Steve Murrells stepped down from the role of CEO on 24 November 2025. Further details are set out in the Payments for loss of office section.
9. Robert Watson stepped down from the Board on 31 December 2024. Remuneration for the financial year 2025 reflects salary paid in respect of directorship for the two-day period
of 30 and 31 December 2024.
10. Sarah Perry stepped down from the Board on 31 May 2025. In addition to the fees above, she received a payment in lieu of notice of pay £30,015.
2025 annual bonus
The 2025 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 unless the profit financial metric achieves threshold
performance. The bonus outcome for 2025 for Executive Directors (excluding Mark Allen who waived his eligibly for the 2025 annual bonus) is summarised below. The CEO
bonus was pro-rated for the 328 days worked in the performance year.
Bonus element Metric Weighting
Threshold
performance
Target
performance
Maximum
stretch target 2025 achieved
Financial Adjusted profit
before tax
80% £71.5m £79.4m £87.4m £73.2m
Free cash flow 20% £31.9m £43.4m £47.7m £21.9m
% of base salary CEO/CFO 20% / 20% 75% / 50% 130% /1 05% 25.2% / 23.1%
Strategic personal % of base salary CEO/CFO 20% / 20% 15% / 13%
Total % of base salary CEO/CFO 150% / 125% 40.2% / 36.1%
To be paid in cash 100% / 100%
To be deferred into Hilton shares for two years subject
tocontinued employment
0% / 0%
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 as follows, together with the assessment and overall outcome.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 108Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Steve Murrells (2025)
Objectives Key deliverables and measures Remuneration Committee assessment and commentary
1. Health and
Safety Culture
Transformation –
DestinationZero
Deliver Destination Zero by Q4 2025, including a 10%
reduction in LTIs, improved hazard reporting, and at
least a 5% improvement in safety culture metrics, with
quarterly Board oversight.
Partially
met
Destination Zero programme launched with increased senior leadership focus and
improved hazard reporting levels during the year. LTIP safety metrics were achieved;
however improvement in safety culture indicators was below target. The Committee
recognised progress in establishing stronger safety governance and visibility, but
noted that measurable cultural improvement remains ongoing.
2. Genesis
Transformation
Delivery
Lead delivery of Q2–Q4 Genesis priorities by
31 December 2025, ensuring effective governance
and achieving at least 80% of planned benefits
entering realisation.
Partially
met
Core programme governance established and priority initiatives mobilised across
business units. Whilst implementation momentum improved during the year,
financial benefits were re-phased relative to the original plan reflecting complexity
of delivery and sequencing dependencies. The Committee recognised progress in
building structural foundations for long-term value creation, with financial impact
weighted to outer years.
3. Strategic JVs and
Walmart Canada
Execution
Announce Nadec joint ventures by the end of Q2
2025 and maintain momentum on Walmart Canada,
ensuring all workstreams are active and on track
Partially
met
Progress made in advancing key joint venture and customer initiatives, including
continuation of NADEC collaboration and maintaining programme continuity for
Walmart Canada. The Tulip project did not proceed as originally envisaged, however
an alternative contractual renewal was secured. The Committee recognised delivery
of key milestones whilst noting changes in scope of certain initiatives.
4. Simplification
and Margin
Improvement
Design and align a Board-approved simplification
plan during 2025 that establishes a credible pathway
to margins exceeding 2.5% from 2026.
Partially
met
Initial framework developed to support simplification of the Group operating model
and identify margin expansion opportunities beyond 2026. Strategic direction
reviewed with the Board, providing a basis for future efficiency initiatives.
Execution of margin improvement actions remains ongoing
5. Leadership
Bench and
Succession
Planning
Deliver a Board-approved three-year global people
and succession strategy by the end of H1 2025, aligned
to growth and cost efficiency objectives.
Partially
met
A three-year global people strategy was developed in alignment with the Group’s
transformation agenda, including identification of priority capability areas and initial
succession planning framework. Further work remains in embedding a robust
pipeline for critical leadership roles
6. Core Red Meat
Partnerships
By the end of 2025 secure reset of expiring long term
supply agreements introducing, as appropriate,
viable new red meat partners aligned to revenue and
profit goals.
Partially
met
Agreement reached for improved contractual stability. Work undertaken to identify
an additional red meat partner; however a new agreement was not concluded
within the financial year.
Overall Individual Outcome
Performance reflected some progress in establishing strategic and organisational foundations. This improvement includes advancement of transformation governance,
thecommencement of a global people strategy and some progress in strengthening safety leadership focus.
Whilst most structural milestones were achieved, financial benefits from transformation initiatives were re-phased and certain commercial objectives were not fully
deliveredin-year.
The Committee determined overall performance was below target but demonstrated partial delivery against priority objectives.
RemCo Determination: 15% of maximum 20%
Hilton Food Group plc Annual Report & Financial Statements 2025 109Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Matt Osborne (2025)
Objectives Key deliverables and measures Remuneration Committee assessment and commentary
1. Health and
Safety Culture
Transformation
By Q4 2025, support delivery of Destination Zero
with a 10% reduction in LTIs, improved hazard
reporting, and quarterly Board reporting on safety
culture progress.
Partially
met
Shared executive accountability for Destination Zero programme, supporting
strengthened governance and reporting transparency. LTIP safety metrics achieved;
safety culture indicators improved but remained below target levels.
2. Genesis
Transformation
Delivery
By 31 December 2025, actively support delivery
of Q2–Q4 Genesis priorities with effective
governance and at least 80% of planned benefits
commencing realisation.
Partially
met
Active participation in Genesis governance and financial oversight of benefit
delivery. Whilst implementation progressed, realisation of financial benefits was re-
phased reflecting programme complexity and sequencing considerations.
3. Investor
Relations and
Capital Markets
Engagement
By the end of 2025, deliver a structured investor
engagement programme that strengthens market
sentiment, expands US and European investor reach,
and supports potential H2 capital markets activity.
Partially
met
2025 Investor Relations plan delivered, including increased engagement with
analysts and investors. Feedback indicates improved clarity of equity story, although
overall sentiment continues to be influenced by underlying trading performance.
4. Sustainable
Funding
and Capital
Structure
By Q4 2025, deliver bank refinancing, funding for
Project White, and expanded leasing facilities, with
improved working capital metrics embedded across
the Group.
Partially
met
Successful initiation of bank refinancing and optimisation of lender base.
Lease financing facilities introduced. Continued focus required on working
capital metrics.
5. Financial
Reporting
and Planning
Enhancements
By Q4 2025, implement Power BI KPI reporting,
statutory consolidation for interim reporting, and
enhanced Board finance packs to improve insight
and decision making.
Partially
met
Power BI reporting implemented enhancing visibility of key performance
indicators. Improvements made to Board reporting and monthly financial insight,
strengthening transparency and decision support capability.
6. Finance Strategy
and Capital
Allocation
By Q4 2025, embed capital prioritisation and PIR
processes, strengthen cash and working capital
management, and implement structural recharge
improvements aligned to Board expectations.
Partially
met
Capital prioritisation framework implemented supporting disciplined allocation of
investment. Cost tracking capability enhanced and governance strengthened for
technology expenditure. Further development of future finance operating model
and recharge framework ongoing.
Overall Individual Outcome
Performance reflected progress in strengthening financial governance, capital structure and management information capability to support the Group’s
transformation agenda.
Whilst improvements were made in transparency, funding structure and capital discipline, delivery against working capital improvement and pace of financial benefit
realisation was below initial expectations.
The Committee determined overall performance was not at maximum target but reflected progress in building financial foundations required to support future value creation.
RemCo Determination: 13% of maximum 20%
Hilton Food Group plc Annual Report & Financial Statements 2025 110Overview Strategic Report Governance Financial Statements
LTIPs vesting
Awards were granted in 2023 under the Long-Term Incentive Plan, which are due to vest in 2026, subject to performance conditions covering the three financial years
2023–2025 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 £7.21. The long-term incentive vesting outcome is summarised below.
EPS
(60% weighting)
TSR
(25% weighting)
ESG – Scope 1&2
energy 5%
(5% weighting)
ESG – Scope 3
energy 5%
(5% weighting)
ESG – Proportion of
high-risk suppliers
with a SMETA audit
(2% weighting)
ESG – Proportion
of employees
who feel they can
‘be themselves
at work’
2
(2% weighting)
ESG – Proportion
of Leadership roles
filled by women
(2% weighting)
Threshold
1
(10% of each part vesting) 11% p.a. Median 35% reduction 21% reduction 80% 2% increase 0% reduction
Maximum
1
(100% of each part vesting) 17% p.a. Upper Quartile 52% reduction 33% reduction 100% 5% increase 5% increase
Actual 9.8% p.a. Below Median 20% reduction 21.4% reduction 82% 79% 4.1% increase
Vesting 0% 0% 0% 0.6% 0.4% 0% 1.3%
Director
Awards granted
No.
Awards expected
to vest [2.3%]
No.
2025 Q4 average
share price £[5.759]
£’000
Amount attributable
to share price
appreciation
£’000
Steve Murrells
1
182,039 4,070 23 (6)
Matt Osborne 55,479 1,276 7 (2)
Notes
1 Steve Murrells 2023 LTIP award was pro-rated to 35/36 months worked in the 2023 LTIP performance year.
2 Increase from 80% baseline.
Payments to past directors
There were no payments made to former directors in 2025 for services as directors.
Payments for loss of office
Sarah Perry stepped down from the Board on 31 May 2025. She received a payment in lieu of notice of £30,015..
Steve Murrells stepped down from the role of CEO on 24 November 2025. In respect of Steve’s leaving arrangements:
▶ his 12-month notice period commenced on 25 November 2025. As such, he will continue to receive salary, pension allowance and certain benefits over the remainder of his
notice period ending 25 November 2026. In respect of the period between stepping down from the Board and 28 December 2025, Steve received £97k in salary, benefits and
pension. Should Steve leave Hilton Foods before 25 November 2026 to commence another role, all payments and benefits will cease;
▶ he remained eligible for his annual bonus for the financial year ending 31 December 2025, pro-rated for his service from 1 January up to 25 November 2025. Details of the
performance targets and the Committee’s assessment are set out above. Consistent with the shareholder approved Remuneration Policy, one-third of any bonus exceeding
50% of salary will be deferred in shares for two years. Steve is not eligible for a bonus in respect of 2026;
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 111Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
▶ reflecting Steve’s contribution during his tenure, outstanding LTIP awards (granted in May 2023, May 2024, and May 2025) will continue to vest on their normal vesting dates,
subject to performance and time pro-rating. To the extent that awards vest, they may be exercised for up to 12 months following the normal vesting date (or, in respect of the
2023 LTIP award only, within 12 months from cessation of employment if Steve’s employment ends after the normal vesting date of that award). Once vested, the two year
holding period will continue to operate. No new LTIP awards will be made to Steve Murrells.deferred shares awarded in respect of his 2023 bonus and 11,475 shares awarded
in respect of his 2024 bonus will be retained and will remain subject to their respective
two-year holding periods;
▶ all other awards will lapse on termination of employment in accordance with their terms;
▶ he was entitled to outplacement support up to the value of £50,000 plus VAT; and
▶ he received a contribution of £15,000 plus VAT towards legal fees in connection with his departure arrangements.
No further payments are to be made to Steve Murrells in connection with his loss of office or the cessation of his employment.
Director shareholding and share interests
Details of Director shareholdings and changes in outstanding share awards were as follows:
Director Type
At 30
December
2024
Granted
(note 4) Exercised Lapsed
At 28
December
2025 (or date
of leaving if
earlier)
Exercise
price (pence)
Earliest
exercise date
Latest
exercise date Notes
Robert Watson Shares 2,042,292 2,042,292 1, 6
Mark Allen Shares – 5,950 1
Steve Murrells Shares 39,576 63,100 1, 7
Nil cost options 182,039 182,039 nil 15.05.26 15.05.33 4(a)
Nil cost options 148,026 148,026 nil 13.05.27 13.05.34 4(b)
Nil cost options 171,569 171,569 nil 13.05.28 13.05.35 4(c), 5
Nil cost options 49,020 49,020 nil 13.05.28 13.05.35 4(c), 5
Total nil cost options 330,065 220,589 550,654
Matt Osborne Shares 7,684 13,982
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 24,033 247 (2,304) (21,976] nil nil 16.05.25 16.05.32 3, 9
Nil cost options 55,479 – – – 55,479 nil 15.05.26 15.05.33 4(a)
Nil cost options 59,613 – – – 59,613 nil 13.05.27 13.05.34 4(b)
Nil cost options – 84,371 – – 84,371 nil 13.05.28 13.05.35 4(c), 5
Total nil cost options 139,125 84,618 (2,304) (21,976) 199,463
Hilton Food Group plc Annual Report & Financial Statements 2025 112Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
Director Type
At 30
December
2024
Granted
(note 4) Exercised Lapsed
At 28
December
2025 (or date
of leaving if
earlier)
Exercise
price (pence)
Earliest
exercise date
Latest
exercise date Notes
Angus Porter Shares 2,877 2,877, 1
Rebecca Shelley Shares 3,376 3,376 1
Patricia Dimond Shares 21,518 21,518 1
Sarah Perry Shares 536 536 1, 8
Bindi Foyle Shares – – 1
Samy Zekhout Shares – – 1
Notes
1 All shares are beneficially owned with the exception of 887,717 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 28 December 2025 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 28 December 2025 the guideline and actual share holdings were as follows:
Executive Director
Guideline as a %
of salary
Actual holding
a % of salary
Guideline
met?
Mark Allen 300% 3.5% Not yet met
Matt Osborne 200% 17% Not yet met
In accordance with the Remuneration Policy, Executive Directors are normally expected to 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 the Company’s all employee ShareSave Scheme.
3 Details of the performance target assessment in respect of nil cost options granted in 2022 and which vested in 2025 are set out in last year’s Annual Report
on Remuneration.
4 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.
Hilton Food Group plc Annual Report & Financial Statements 2025 113Overview Strategic Report Governance Financial Statements
Award Performance basis Performance period
Threshold
(10% vesting)
Maximum
(100% vesting)
(a) 2023 EPS 60% 2023–2025 11% 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% reduction over period 33% reduction over period
ESG – People gender, inclusion and human rights metrics 5% Various Various
(b) 2024 EPS 60% 2024–2026 7% 14%
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
(c) 2025 EPS 60% 2025–2027 6.3% 11.2%
TSR 25% Median Upper quartile
ESG – Scope 1&2 energy 5% 36.9% reduction over period 64.9% reduction over period
ESG – Scope 3 energy 5% 11.3% reduction over period 14% reduction over period
ESG – Women in leadership 5% 10% increase 23% increase
5 Grants of LTIP nil cost option awards in 2025 were as follows:
Director Date of grant Face value*
Number of
shares under
award
Proportion
of salary
Share price
date
Closing
share price
Steve Murrells 13 May 2025 £1,487,500 171,569 175% 12 May 2025 867p
Steve Murrells 27 May 2025 £425,000 49,020 50% 12 May 2025 867p
Matt Osborne 13 May 2025 £731,500 84,371 175% 12 May 2025 867p
* Based on a share price of 867p on the day before the main grant date (12 May 2025).
As noted in last year’s Directors’ Remuneration Report, the 2025 LTIP awards were increased to 225% of salary for Steve Murrells (awards in excess of 175% of salary were delayed
as they were subject to Remuneration Policy approval at the 2025 AGM) and 175% of salary for Matt Osborne. Awards will normally vest on 13 May 2028 subject to continued
employment and meeting performance conditions covering the three financial years 2025–2027.
6 Robert Watson stepped down from the Board on 31st December 2024, the shares displayed are as at Robert’s leave date
7 Steve Murrells stepped down from the Board on 25 November 2025, the shares displayed are as at Steve’s leave date
8 Sarah Perry stepped down from the Board on 31 May 2025, the shares displayed are as at Sarah’s leave date
9 247 Dividend equivalent options granted to Matt Osborne relating to the 2022 LTIP scheme.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 114Overview Strategic Report Governance Financial Statements
Further information – not subject to audit
Statement of implementation of Remuneration Policy in the 2026 financial year
Details of the Committee’s intended approach to the implementation of the Policy for 2026 are 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 2016 to 2025. 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.
Chief Executive Officer remuneration 10-year trend
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
3
Total remuneration (£’000) 1,235 1,570 1,627 1,562 1,765 1,686 631 1,645 1,961 1,328
Annual bonus (% of max) 69% 80% 78% 100% 100% 68% – 84% 83% 40.2%
LTIP (% of max) 61% 73% 88% 66% 100% 70% – – N/A 2.3%
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 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.
3 Based on Steve Murrells’ full 2025 remuneration (i.e. a salary of £850k, benefits of £53k, pension of £60k, annual bonus award of £341k and LTIPs of £24k, with no pro rating applied).
Directors’ remuneration report
continued
Total return index (rebased 3/1/2016 = 100)
300
250
200
150
100
50
0
03/01/2016
01/01/2017 31/12/2017 30/12/2018 29/12/2019 03/01/2021 02/01/2022 01/01/2023 31/12/2023 29/12/2024 28/12/2025
Hilton Food Group
FTSE 250 (ex IT)
Hilton Food Group
FTSE 250 (ex IT)
Hilton Food Group plc Annual Report & Financial Statements 2025 115Overview Strategic Report Governance Financial Statements
Executive Directors Non-Executive Directors
Mark Allen
Steve
Murrells
Matt
Osborne
Robert
Watson
Angus
Porter
Rebecca
Shelley
Patricia
Dimond
Sarah
Perry
Mark
Allen
Bindi
Foyle
Samy
Zekhout
1
Company
average
Appointed
24 Nov 2025
Appointed
1 July
2023
Appointed
24 May
2022
Stepped
down
1 Jan
2025
Appointed
1 July
2018
Appointed
1 April
2020
Appointed
1 April
2022
Appointed
4 Dec 2023,
stepped
down 31 May
2025
Appointed
1 Oct 2024
Appointed
1 June
2025
Appointed
1 June
2025
2025 percentage increase over 2024
Salary/fees % change [2.2]% N/A N/A 13.0% N/A 1.5% 3.8% 15.7% N/A N/A N/A N/A
Benefits % change [(1.2)]% N/A N/A 80.0% N/A N/A N/A N/A N/A N/A N/A N/A
Annual bonus % change [(8.8)]% N/A N/A (61.1)% N/A N/A N/A N/A N/A N/A N/A N/A
2024 percentage increase over 2023
Salary/fees % change 5.1% 5.0% 15.6% 5.0% 17.2% 37.9% 9.4% 3.6% N/A N/A N/A
Benefits % change 36.5% 34.5% (36.5)% N/A N/A N/A 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 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 N/A N/A N/A
Benefits % change 19.3% N/A 38.4% N/A N/A N/A 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 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 N/A N/A N/A
Benefits % change (28.7)% N/A N/A N/A 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 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 N/A N/A N/A
Benefits % change (23.1)% N/A N/A (100.0)% N/A N/A N/A 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 N/A N/A N/A
2020 percentage increase over 2019
Salary/fees % change 2.8% N/A N/A 2.0% 2.0% N/A N/A N/A N/A N/A N/A
Benefits % change (1.9)% N/A N/A 21.9% N/A N/A N/A 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 N/A N/A N/A
Note
1 Samy Zekhout stepped down on 7 January 2026.
Directors’ remuneration report
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 116Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
CEO pay ratio
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
2025 Option B 74 66 54
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 2025 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 2025 to represent total pay and benefits for
the 2025 financial year.
CEO
£’000
25th percentile
employee
£’000
50th percentile
employee
£’000
75th percentile
employee
£’000
Salary component 850 24 31 36
Total pay and benefits 1,195 25 32 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. For the current reporting period, the pay ratios have remained broadly consistent with the previous year, showing only minor
movements. This reflects the fact that no significant organisational or structural changes were made during the period that would have materially affected the underlying
workforce composition or compensation awarded across the quartiles.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 117Overview Strategic Report Governance Financial Statements
Directors’ remuneration report
continued
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 below, which generally show an improving trend and compare favourably with the UK average.
Hilton Foods
UK
Hilton
Seafood UK
Fairfax
Meadow UK average
2025
11.8% 6.9% -9.9% 12.8%
2024
5.0% 5.2% 3.8% 13.1 %
2023
8.9% 11.8% 4.0% 14.2%
2022
4.6% 4.0% 4.0% 14.4%
2021
9.8% 11.1% – 15.1%
Note
A positive % metric favours men and a negative % metric favours women.
The food manufacturing industry, particularly in meat and fish processing, has traditionally had lower female representation. Addressing this remains an important focus,
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 2024/25 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 on 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.
2025
£’m
2024
£’m % change
Staff costs
1
(note 8 to the financial statements)
295.9 285.8 3.5%
Dividends payable
2
31.5 31.0 1.5%
Note
1 Restated 2024 number due to disposal of Fairfax Meadow.
2 Dividends payable comprises any interim dividends paid in respect of the year plus the final dividend proposed for the year but not yet paid. There have been no share buybacks during the year.
On behalf of the Board
Rebecca Shelley
Chair of the Remuneration Committee
30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 118Overview Strategic Report Governance Financial Statements
The Directors present their annual report
together with the audited consolidated
financial statements for the 52 weeks
ended 28 December 2025 for Hilton
Food Group plc and its subsidiaries (the
Group). This report includes information
required under the Companies Act 2006,
together with the Financial Conduct
Authority’s UK Listing Rules (including
UKLR 6.6) and the Disclosure Guidance
and Transparency Rules. The location of
other information, which is incorporated
into this report by reference, is set out in
the table below.
Disclosure
Page
reference
Corporate Governance
Statement
82
Directors’ details 76
Directors’ interests 101
Future business developments 14
Greenhouse gas emissions 53
Climate change risk
management and governance
56
Principal risks and uncertainties 29
Financial risk management 23
Employee engagement 37
Employee share plans 183
Long-term incentive schemes 183
Number of employees and
related costs
160
Business review
The Strategic Report on pages 10 to
74 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 and is also incorporated into
this report by reference.
Articles of Association
The Company’s Articles of Association
(Articles) may only be amended by
special resolution at a general meeting
of the shareholders. The Articles may
be viewed on the Group’s website
at: www.hiltonfoods.com/investors/
corporate-governance/.
Board of Directors
The names, biographies and Committee
memberships of all Directors as at the
date of this Annual Report are set out on
pages 76 and 77. Details of the Directors
who held office during the 2025 financial
year are provided in the Corporate
Governance statement on page 82, with
the Directors’ powers and responsibilities
summarised on page 84.
The Articles require all Directors to seek
election following appointment or retire
and seek re-election at each Annual
General Meeting (AGM). All Directors in
office at the date of this Annual Report
and Accounts are recommended
for re-election, reflecting their skills,
experience and contribution to the
Board and to the Company’s long-term
sustainable success.
Details of Executive Directors’ service
agreements and the letters of
appointment for the Chair and
Non-Executive Directors and Directors’
share interests are included in the
Directors’ remuneration report on pages
94 to 118 and are available for inspection
at the Company’s registered office.
Executive Directors’ contracts include
rolling 12-month notice periods.
Directors’ indemnities
The Company maintained appropriate
Directors’ and Officers’ liability insurance
throughout the year and up to the date
of signing this report, providing cover
in respect of potential legal actions
against Directors and directors of
associated companies.
Directors’ conflicts of interest
Directors have a statutory duty to
avoid situations in which they have, or
may have, a direct or indirect interest
that conflicts, or may conflict, with the
Company’s interests. The Articles permit
the Board to authorise potential conflicts,
where permitted by law.
During the year, no Director held any
material interest in any contract of
significance to the Group’s business.
Details of Directors’ disclosable interests
at 28 December 2025 including, where
applicable, interests of persons closely
associated, are set out in the Directors’
remuneration report on pages 94 to 118.
Results and dividends
The financial results for the year ending
28 December 2025 are available in the
income statement on page 134.
An interim dividend of 10.1p per ordinary
share was paid in November 2025.
The Directors recommend payment of a
final dividend of 24.9p per ordinary share,
subject to approval at the 2026 AGM.
The interim dividend and the proposed
final dividend total 35.0p per share for
the financial year ending 28 December
2025. Further information on dividends
can be found in note 12 to the accounts
on page 162.
Balance sheet and post-balance
sheet events
The balance sheet on page 136 shows the
Company’s financial position.
Note 31 on page 191 details post balance
sheet events.
Directors’ report
Hilton Food Group plc Annual Report & Financial Statements 2025 119Overview Strategic Report Governance Financial Statements
Substantial shareholdings
Information received by the Company pursuant to the Disclosure Guidance and
Transparency Rules (DTR) is published on a Regulatory Information Service and on
our website. As at 28 December 2025, the Company has received notification of the
following information in accordance with DTR5 from holders of notifiable interests
inthe Company’s issued share capital:
Number of
ordinary
shares
Percentage
of issued
share
capital
Nature of
holding
Aberforth Partners 7,742,373 8.61% Indirect
Vanguard Group 4,523,960 5.03% Indirect
P. Heffer 4,267,846 4.74% Direct
Janus Henderson Investors 4,012,873 4.46% Indirect
BlackRock 3,511,546 3.90% Indirect
Liontrust Asset Management 3,403,542 3.78% Indirect
Newtyn Partners 3,000,000 3.33% Indirect
R. Heffer 2,872,352 3.19% Direct
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 AGM held
on 20 May 2025:
▶ Directors have authority to resolve
that the Company shall purchase
upto 10% of its own shares subject
tocertain conditions; and
▶ 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 2026
or the next AGM 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.
The Company’s revolving credit facilities
require the Company, in the event
of a change of control, to notify the
Agent of such occurrence. Following a
change of control, a lender may notify
the Agent that they wish to cancel
their commitment, resulting in their
participation in all outstanding loans,
together with accrued interest, and
all other amounts accrued becoming
due and payable. 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.
Directors’ report
continued
Pursuant to DTR6.6.6R(2) the Company
confirms that between 28 December 2025
and 30 March 2026, it has received no further
disclosures pursuant to DTR 5.
Political donations
The Group’s policy is not to make
donations to political parties. The Group
did not give any money for political
purposes, make any donations to political
organisations or independent candidates,
or incur any political expenditure during
the year.
Share capital and control
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 AGM and if eligible
then stand for re-election.
Directors’ statement on
disclosure of information
to the external auditor
The Directors who were members of
the Board at the time of approving this
Directors’ report 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 AGM.
Hilton Food Group plc Annual Report & Financial Statements 2025 120Overview Strategic Report Governance Financial Statements
Modern slavery
Hilton Foods recognises the serious
harm caused by modern slavery and
human trafficking and is committed
to ensuring that its operations and
supply chain remain free from such
practices. Each financial year, we review
and update our Modern Slavery Act
statement, which is available on the
Company’s website.
Anti-bribery and
anti-corruption policy
Hilton Foods has a zero-tolerance
approach to bribery and corruption.
Our Anti-bribery and anti-corruption
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.
Training includes guidance on gifts and
hospitality, dealing with third parties and
best practise. 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.
Directors’ report
continued
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.
The Company has 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.
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.
Cautionary statement regarding
forward looking information
Where this Annual Report contains
forward looking statements, these are
based on current expectations and
assumptions and speak only as of the
date they are made. These statements
should be treated with caution due to
the inherent risks, uncertainties and
assumptions underlying any such
forward looking information. The Group
cautions investors that a number of
factors, including matters referred to in
this document, could cause actual results
to differ materially from those expressed
or implied in any forward looking
statement. Such factors include, but are
not limited to, those discussed under
principal risks and uncertainties on pages
29 to 36. Forward looking statements
can be identified by the use of relevant
terminology including the words: ‘may’,
‘will’, ‘seek’, ‘aim’, ‘anticipate’, ‘target’,
‘projected’, ‘expect’, ‘estimate’, ‘intend’,
‘plan’, ‘goal’, ‘believe’ or other words of
similar meaning and include all matters
that are not historical facts. They appear
in a number of places throughout this
Annual Report and Accounts and include
statements regarding the intentions,
beliefs or current expectations of our
officers, Directors and employees
concerning, among other things,
the Group’s results of operations,
financial condition, liquidity, prospects,
growth, strategies and the business.
Neither the Group, nor any of its officers,
Directors or employees, provides any
representation, assurance or guarantee
that the occurrence of the events
expressed or implied in any forward
looking statements in this Annual
Report and Accounts will actually occur.
Undue reliance should not be placed
on these forward looking statements.
Other than in accordance with our legal
and regulatory obligations, the Group
undertakes no obligation to publicly
update or revise any forward looking
statement, whether as a result of new
information, future events or otherwise.
The Directors’ report has been approved
by the Board of Directors and is signed
on its behalf by:
Robin Miller
Group General Counsel and
CompanySecretary
30 March 2026
Hilton Food Group plc Annual Report & Financial Statements 2025 121Overview Strategic Report Governance Financial Statements
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
We confirm that to the best of
our knowledge:
▶ The financial statements, prepared
in accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of
the Company and the undertakings
included in the consolidation taken
asa whole.
▶ The Strategic report includes a
fair review of the development
and performance of the business
and the position of the issuer and
the undertakings included in the
consolidation taken as a whole,
together with a description of the
principal risks and uncertainties that
they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair,
balanced and understandable and
provides the information necessary
for shareholders to assess the Group’s
position and performance, business
model and strategy.
The Statement of Directors’
responsibilities has been approved by
theBoard and is signed on its behalf by:
Mark Allen OBE
Executive Chair
Matt Osborne
Chief Financial Officer
Hilton Food Group plc Annual Report & Financial Statements 2025 122Overview Strategic Report Governance Financial Statements
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 28 December 2025 and of the group’s
profit for the 52-week period then ended;
▶ the group financial statements have been properly prepared in accordance
with 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.
3. Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the current year were:
▶ Revenue recognition
▶ Classification of costs within ‘other adjusting/exceptional
items’ designated as ‘Foppen inventory write-off and
operational disruption’
Materiality
The materiality that we used for the group financial statements
was £3,000,000 which was determined based on profit before tax,
adjusted profit before tax as disclosed in note 34, and revenue.
Scoping
The scope of the group audit includes audits of the entire financial
information for the primary UK and Australian trading companies,
together with the parent company. In addition, audit procedures were
performed over specified balances within eleven other components
of the group. These collectively contribute 80% of group revenue, 81%
of group profit before tax, and 79% of the group’s net assets.
Significant
changes
in our
approach
Following the impairment of the full amount of goodwill allocated to
the Dalco cash generating unit in 2024, and available headroom in
the 2025 impairment assessment for the remaining intangible assets,
we have concluded that this is no longer a key audit matter.
A significant new category of adjusting/exceptional items has been
recognised in the year, ‘Foppen inventory write-off and operational
disruption’, which materially impacts the group’s adjusted results.
Due to the significant allocation of resource and audit effort involved,
as well as our fraud risk assessment, the classification of these costs
as ‘other adjusting/exceptional items’ has been identified as a key
audit matter.
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 34.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 123Overview Strategic Report Governance Financial Statements
Independent auditor’s report to the members of Hilton Food Group PLC
continued
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.
– Considering the impact of events in the year including profit warnings and share
price movements;
– Evaluating the historical accuracy of forecasts prepared by management;
▶ Assessing the group’s financing arrangements, including the refinancing of
the available revolving credit facility signed in February 2026, 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.
Hilton Food Group plc Annual Report & Financial Statements 2025 124Overview Strategic Report Governance Financial Statements
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 £4,215m (2024: £3,988m) 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 a potential risk of fraud 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 procedures to respond 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 apply 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 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.
Hilton Food Group plc Annual Report & Financial Statements 2025 125Overview Strategic Report Governance Financial Statements
Independent auditor’s report to the members of Hilton Food Group PLC
continued
5.2. Classification of costs within ‘other adjusting/exceptional items’ designated as ‘Foppen inventory write-off and operational disruption’
Key audit
matter description
During the period, the Group recognised £28.1m (2024: £nil) of other adjusting/exceptional items in respect of a contamination and related
regulatory event within its Foppen business.
Following the identification of Listeria monocytogenes in certain products, enhanced regulatory controls in the United States led to shipment
suspensions and restrictions on the release or re-entry of inventory. In order to maintain continuity of supply to key customers, certain production
activities were temporarily relocated from Greece to the Netherlands. Management concluded that a significant portion of affected inventory
had no recoverable value and that material incremental costs were incurred in continuing to deliver product to US customers.
The Group has separately disclosed these amounts as adjusting/exceptional items in Note 34 to the accounts, due to their size, nature and
incidence. The charges are included within operating profit in the consolidated income statement and are excluded from Adjusted operating
profit as defined within the Group’s Alternative Performance Measures in Note 34.
Due to the significant impact of adjusting for these costs on the group’s reported adjusted results, and the uncertainty over how long the
associated disruption costs will continue to be incurred, this was identified as a potential fraud risk and was an area of significant audit focus
inthe current year, as a result we identified it as a key audit matter.
The Audit Committee’s considerations over adjusting items, including the Foppen related costs, have been detailed as a significant issue on
page87.
How the scope of our
auditresponded to the
keyaudit matter
Our procedures to respond to the key audit matter included:
▶ Obtaining an understanding of the incident and nature of the related costs, through discussions with finance and operational management,
legal counsel, and site visits in the Netherlands to verify the impact of the disruption;
▶ Evaluating management’s judgements as to whether the nature of the costs incurred are appropriate to be classified as adjusting/exceptional
items in line with the group accounting policy;
▶ Obtaining management’s underlying calculations for the costs, assessing the appropriateness of the calculation methodology, and testing a
sample of items by obtaining supporting documents to evaluate whether the costs have been recorded accurately, and have occurred during
the year;
▶ Performing analysis on the level of historic profits in Foppen in comparison to adjusted results in the current year, to consider and challenge
whether there is any evidence of management bias in the overall adjusted results; and,
▶ Evaluating management’s disclosures relating to the incident and the nature and amounts of the associated costs.
Key observations From the procedures performed above, we are satisfied that the costs are appropriately disclosed and classified as other adjusting/exceptional
items.
Hilton Food Group plc Annual Report & Financial Statements 2025 126Overview Strategic Report Governance Financial Statements
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 £3,000,000 (2024: £2,900,000) £3,000,000 (2024: £2,900,000)
Basis for
determining
materiality
In determining our benchmark for materiality, we considered the metrics
used by investors and other readers of the financial statements. In particular,
we considered: profit before tax, adjusted profit before tax, and revenue. Our
materiality equates to 3.75% of profit before tax, 4% of adjusted profit before
tax (see note 34) and 0.07% of revenue.
(2024: 5% of profit before tax excluding other adjusting/exceptional items)
Parent company materiality was determined at 1% of net assets and
has been capped at 100% of group materiality. For any balances that are
relevant for the group financial statements, we have applied a component
performance materiality of £1,050,000.
(2024: 1% of net assets, capped at 100% of group materiality)
Rationale for
the benchmark
applied
We have considered the users of the financial statements when selecting
the appropriate benchmark. Earnings-based metrics are of more interest to
the analyst and investor-based communities. We changed the benchmark
for our materiality in the current year for better consistency in the
materiality applied year on year. This is due to the significant impact from
the exceptional income and costs that were recognised in respect of the
sale of two subsidiaries and the Foppen inventory write off and associated
operational disruption, all of which we consider to be one off.
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.
Independent auditor’s report to the members of Hilton Food Group PLC
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 127Overview Strategic Report Governance Financial Statements
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 £1,050,000 to £1,600,000 (2024: £1,015,000 to £1,522,500).
Our components subject to audit procedures represent 80% (2024: 84%) of the
group’s revenue, 81% (2024: 82%) of the group’s profit before tax and 79% (2024: 82%)
of the group’s net assets.
At the group level, we also tested the consolidation process, goodwill and intangibles,
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 not subject to further audit procedures.
Independent auditor’s report to the members of Hilton Food Group PLC
continued
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% (2024: 70%) of group
materiality
70% (2024: 70%) of parent
company 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, 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 £150,000 (2024: £145,000), 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 thirteen (2024: thirteen) components based on the relative sizes of the
components. Three (2024: three) of these components were subject to an audit of the
entire financial information, with the remaining ten (2024: ten) components subject
to audit procedures on specified account balances.
A
B
C
Audit of the entire financial information 56%
Specified audit procedures 24%
Review at group level 20%
Revenue
A
B
C
Audit of the entire financial information 61%
Specified audit procedures 20%
Review at group level 19%
A
B
C
A
B
C
Profit before tax
Audit of the entire financial information 26%
Specified audit procedures 53%
Review at group level 21%
Net assets
A
B
C
A
B
C
Net assets
Hilton Food Group plc Annual Report & Financial Statements 2025 128Overview Strategic Report Governance Financial Statements
Independent auditor’s report to the members of Hilton Food Group PLC
continued
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, the
consolidation and financial reporting processes, other adjusting/exceptional items,
and key estimates and judgements such as goodwill. 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 management review and journal entry controls,
monthly reporting and consolidation 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 86 to 89, 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.
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 Sustainability Committee’s statement within the strategic report on
page 45. 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. 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 Denmark. 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;
▶ Visits to Australia, Holland, Poland and Denmark by senior members of the group
audit team, including the group audit partner.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 129Overview Strategic Report Governance Financial Statements
Independent auditor’s report to the members of Hilton Food Group PLC
continued
We have nothing to report inthis regard.
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 26 March 2026;
▶ 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, including
consideration of the Foppen listeria incident (see page 87), 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, and classification of ‘Foppen inventory write-off and operational
disruption’ costs as ‘other adjusting/exceptional items’. 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.
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.
This included Global Food Safety Standards.
Hilton Food Group plc Annual Report & Financial Statements 2025 130Overview Strategic Report Governance Financial Statements
11.2. Audit response to risks identified
As a result of performing the above, we identified revenue recognition and
classification of the ‘Foppen inventory write-off and operational disruption’ costs
as ‘other adjusting/exceptional items’ within the group’s alternative performance
measures as key audit matters related to the potential risk of fraud. The key audit
matters section of our report explains the matters in more detail and also describes
the specific procedures we performed in response to those key audit matters.
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 in-house legal counsel
concerning actual and potential litigation and claims, including the Foppen listeria
incident (see page 87);
▶ 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.
Independent auditor’s report to the members of Hilton Food Group PLC
continued
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 131Overview Strategic Report Governance Financial Statements
13. Corporate Governance Statement
The UK 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 27;
▶ 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 28;
▶ the directors’ statement on fair, balanced and understandable set out on
page 85;
▶ the board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 85;
▶ the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 88; and
▶ the section describing the work of the Audit Committee set out on page 86.
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;
or
▶ 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 28 December 2025 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the
firm is 2 years, covering the years ending 29 December 2024 to 28 December 2025.
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
30 March 2026
Independent auditor’s report to the members of Hilton Food Group PLC
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 132Overview Strategic Report Governance Financial Statements
Financial
Statements
Consolidated income statement 134
Consolidated statement of
comprehensive income
135
Consolidated and Company balance sheet 136
Consolidated and Company statement
of changes in equity
138
Consolidated and Company cash flow statement 140
Notes to the financial statements 142
Glossary 201
Registered office and advisors 202
Financial
Statements
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated and Company balance sheet
Consolidated and Company statement
of changes in equity
Consolidated and Company cash flow statement
Notes to the financial statements
Glossary
Registered office and advisors
Hilton Food Group plc Annual Report & Financial Statements 2025 133Overview Strategic Report Governance Financial Statements
Consolidated income statement
for the 52 weeks ended 28 December 2025
2025 2024*
52 weeks 52 weeks
Note£’m£’m
Continuing operations
Revenue
5
4 ,214.6
3,821.4
Cost of sales
7
(3,778.0)
(3,388.7)
Gross profit
436 .6
432 .7
Distribution costs
7
(45.8)
(42. 1)
Administrative expenses
7
(336.5)
(296.1)
Gain from disposal of a subsidiary
26
3 5.5
–
Share of profit in joint ventures and associates
16
0. 4
0 .4
Operating profit
90. 2
94.9
Finance income
9
1.1
1.7
Finance costs
9
(35.2)
(39.2)
Finance costs – net
(34.1)
(37 .5)
Profit before income tax
56 .1
5 7. 4
Income tax expense
10
(8.6)
(18.2)
Profit for the period from continuing operations
47. 5
39.2
Discontinued operations
Profit for the period from discontinued operations
17
32.5
2 .4
Profit for the period
80.0
41. 6
Attributable to:
Owners of the parent
78 .9
39. 3
Non-controlling interests
1.1
2.3
80.0
41. 6
Earnings per share attributable to owners of the parent during the period
From continuing operations:
Basic (pence)
11
51.6
41 .1
Diluted (pence)
11
51. 3
40.7
From continuing and discontinued operations:
Basic (pence)
11
8 7. 8
43 .7
Diluted (pence)
11
8 7. 3
43 .3
* The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
Hilton Food Group plc Annual Report & Financial Statements 2025 134Overview Strategic Report Governance Financial Statements
Consolidated statement of comprehensive income
for the 52 weeks ended 28 December 2025
2025 2024
52 weeks 52 weeks
£’m£’m
Profit for the period
80.0
41. 6
Other comprehensive income/(expense)
Items that may be subsequently reclassified to the income statement
Exchange differences on translation of foreign operations
10.4
(9.4)
Gain/(loss) on cash flow hedges during the period
6.3
(7 .8)
Less: Cumulative (gain)/loss arising on hedging instruments reclassified to profit or loss
(2.6)
1 .4
Tax on cash flow hedges reserves
(1.0)
1.6
2.7
(4. 8)
Other comprehensive income/(expense) for the period net of tax
13.1
(14 .2)
Total comprehensive income for the period
93.1
2 7. 4
Total comprehensive income attributable to:
Owners of the parent
91.7
25.4
Non-controlling interests
1.4
2 .0
93.1
2 7. 4
The notes on pages 142 to 200 are an integral part of these Company and consolidated financial statements.
Hilton Food Group plc Annual Report & Financial Statements 2025 135Overview Strategic Report Governance Financial Statements
Consolidated and Company balance sheets
as at 28 December 2025
Group Company
Note
2025
£’m
2024
£’m
2025
£’m
2024
£’m
Assets
Non-current assets
Property, plant and equipment
13
330.5
329 .7
–
–
Intangible assets
14
116.0
14 1.0
–
–
Right-of-use assets
15
163.8
172. 8
–
–
Investment in joint ventures and associates
16
3 7. 2
12.1
257.0
256.7
Trade and other receivables
19
21.9
–
–
–
Deferred tax assets
23
26.0
1 7. 0
–
–
695.4
6 72.6
257.0
256.7
Current assets
Inventories
18
240.9
1 9 7. 7
–
–
Trade and other receivables
19
265.1
253.7
10.3
8.7
Current tax assets
0.8
0.4
–
–
Derivative financial assets
27
1 .7
0.1
–
–
Cash and cash equivalents
20
150 .5
111.9
–
–
659.0
563.8
10.3
8.7
Total assets
1,354.4
1, 236.4
267.3
265.4
Equity
Equity attributable to owners of the parent
Ordinary shares
24
9.0
9.0
9.0
9.0
Share premium
144.9
144 .9
144.9
144.9
Employee share schemes reserve
9.1
9.0
9.2
8.9
Foreign currency translation reserve
(2.0)
(12.1)
–
–
Cashflow hedging reserve
5.3
2.6
–
–
Other reserves
(30.8)
(30 .8)
71.0
71.0
Retained earnings
230.4
184.0
33.2
31.6
365.9
306.6
267.3
265.4
Non-controlling interests
6.3
10. 2
–
–
Total equity
3 72.2
316 .8 267.3 265.4
Hilton Food Group plc Annual Report & Financial Statements 2025 136Overview Strategic Report Governance Financial Statements
Consolidated and Company balance sheet continued
as at 28 December 2025
Group
Company
2025 2024 2025 2024
Note£’m£’m£’m£’m
Liabilities
Non-current liabilities
Borrowings
21
194 .7
213.8
–
–
Lease liabilities
15
181.0
189.1
–
–
Deferred tax liabilities
23
4.8
9.6
–
–
380.5
4 12.5
–
–
Current liabilities
Borrowings
21
82 .5
29.5
–
–
Lease liabilities
15
1 7. 1
16.9
–
–
Trade and other payables
22
49 6.7
451. 8
–
–
Derivative financial liabilities
27
1 .0
3 .1
–
–
Current tax liabilities
4.4
5.8
–
–
601.7
5 0 7. 1
–
–
Total liabilities
982.2
919.6
–
–
Total equity and liabilities
1,354.4
1, 236.4
267.3
265.4
Profit for the period attributable to Hilton Group plc in the consolidated income statement amounted to £33.1m (2024: £31.8m).
The notes on pages 142 to 200 are an integral part of these Company and consolidated financial statements.
The financial statements on pages 134 to 201 were approved by the Board on 30 March 2026 and were signed on its behalf by:
M. Allen OBE M. Osborne
Director Director
Hilton Food Group plc – Registered number: 06165540
Hilton Food Group plc Annual Report & Financial Statements 2025 137Overview Strategic Report Governance Financial Statements
Consolidated and Company statement of changes in equity
for the 52 weeks ended 28 December 2025
Attributable to owners of the parent
Employee Foreign Cash
share currency flow Non-
Ordinary Share schemes translation hedge Other Retained controlling Total
shares 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 2024
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
39. 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 (loss)/income for the period
–
–
–
(9.1)
(4 . 8)
–
3 9.3
25.4
2 .0
2 7.4
Transactions with non-controlling interest
–
–
–
–
–
–
(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
Profit for the period
–
–
–
–
–
–
78 .9
78 .9
1.1
8 0.0
Currency translation differences
–
–
–
10.1
–
–
–
10.1
0.3
10. 4
Gain on cash flow hedging
27
–
–
–
–
6.3
–
–
6.3
–
6.3
Gain arising on hedging instruments reclassified
to profit or loss
–
–
–
–
(2 .6)
–
–
(2 .6)
–
(2.6)
Tax on cash flow hedge reserves
–
–
–
–
(1.0)
–
–
(1.0)
–
(1.0)
Total comprehensive income for the period
–
–
–
10.1
2 .7
–
78 .9
91.7
1.4
93 .1
Transactions with non-controlling interests
–
–
–
–
–
–
–
–
(3.9)
(3.9)
Employee share schemes – value of employee services
8
–
–
0. 3
–
–
–
–
0. 3
–
0.3
Tax on employee share schemes
–
–
(0.2)
–
–
–
–
(0.2)
–
(0.2)
Other equity movement
–
–
–
–
–
–
(1.0)
(1.0)
–
(1.0)
Dividends paid
12
–
–
–
–
–
–
(31.5)
(31.5)
(1.4)
(32.9)
Total transactions with owners
–
–
0.1
–
–
–
(32.5)
(32.4)
(5.3)
(37 .7)
Balance at 28 December 2025
9.0
144.9
9.1
(2.0)
5. 3
(30.8)
230.4
365.9
6.3
372.2
Other reserves comprise the reverse acquisition reserve and merger reserve.
The notes on pages 142 to 200 are an integral part of these consolidated financial statements.
Hilton Food Group plc Annual Report & Financial Statements 2025 138Overview Strategic Report Governance Financial Statements
Consolidated and Company statement of changes in equity continued
for the 52 weeks ended 28 December 2025
Attributable to owners of the parent
Company Note
Ordinary
shares
£’m
Share
premium
£’m
Employee
share
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 2024 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 8 – – 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
Profit for the period – – – – – – 33.1 33.1 – 33.1
Total comprehensive income for the period – – – – – – 33.1 33.1 – 33.1
Employee share schemes – value of employee services 8 – – 0.3 – – – – 0.3 – 0.3
Dividends paid 12 – – – – – – (31.5) (31.5) – (31.5)
Total transactions with owners – – 0.3 – – – (31.5) (31.2) – (31.2)
Balance at 28 December 2025 9.0 144.9 9.2 – – 71.0 33.2 267.3 – 267.3
Other reserves comprise the reverse acquisition reserve and merger reserve.
The notes on pages 142 to 200 are an integral part of these consolidated financial statements.
Hilton Food Group plc Annual Report & Financial Statements 2025 139Overview Strategic Report Governance Financial Statements
Consolidated and Company cash flow statement
for the 52 weeks ended 28 December 2025
Group
Company
2025 2024 2025 2024
52 weeks 52 weeks 52 weeks 52 weeks
Note£’m£’m£’m£’m
Cash flows from operating activities
Cash generated from operations
28
124. 2
183.8
–
–
Interest paid
(35.5)
(39.6)
–
–
Income tax paid
(20.5)
(19.7)
–
–
Net cash generated from operating activities
68.2
124.5
–
–
Cash flows from investing activities
Acquisition of joint ventures and associates
(1.1)
(4 .4)
–
–
Cash payments to acquire leasehold property
(19.1)
–
–
–
Disposal of subsidiary, net of cash disposed
26
16.6
–
–
–
Disposal of discontinued operations, net of cash disposed
26
5 3.5
–
–
–
Purchases of property, plant and equipment
(69.7)
(68.0)
–
–
Proceeds from sale of property, plant and equipment
13.7
1.1
–
–
Purchases of intangible assets
(10.4)
(6 .6)
–
–
Interest received
1.2
1.8
–
–
Dividends received
–
–
33.1
31.8
Dividends received from joint venture
0.7
0.6
–
–
Insurance proceeds for property, plant, and equipment
–
13. 2
–
–
Net cash (used in)/generated from investing activities
(14 .6)
(62 .3)
33.1
31.8
The notes on pages 142 to 200 are an integral part of these consolidated financial statements.
Hilton Food Group plc Annual Report & Financial Statements 2025 140Overview Strategic Report Governance Financial Statements
Consolidated and Company cash flow statement continued
for the 52 weeks ended 28 December 2025
Group
Company
2025 2024 2025 2024
52 weeks 52 weeks 52 weeks 52 weeks
Note£’m£’m£’m£’m
Cash flows from financing activities
Proceeds from borrowings
49. 2
1 0.4
–
–
Repayments of borrowings
(15.3)
(31.4)
–
–
Payment of lease liability
(1 9.0)
(17 .3)
–
–
Transaction with non-controlling interests
–
(2. 2)
–
–
Repayment of inter-company loan
–
–
(1.6)
(3.0)
Dividends paid to owners of the parent
12
(31.5)
(29.2)
(31.5)
–
Dividends paid to non-controlling interests
(1.4)
(2 .9)
–
–
Net cash used in financing activities
(18.0)
(72 .6)
(33.1)
32.2
Net increase/(decrease) in cash and cash equivalents
35.6
(10.4)
–
(0.4)
Cash and cash equivalents at beginning of the period
20
111.9
126 .7
–
0.4
Exchange gain/(losses) on cash and cash equivalents
29
3 .0
(4 .4)
–
–
Cash and cash equivalents at end of the period
20
150.5
111.9
–
–
Net cash flows attributable to the operating, investing, and financing activities of discontinued operations are disclosed in note 17.
The notes on pages 142 to 200 are an integral part of these Company and consolidated financial statements.
Hilton Food Group plc Annual Report & Financial Statements 2025 141Overview Strategic Report Governance Financial Statements
Notes to the financial statements
1. General information
Hilton Food Group plc (‘the Company’) and its subsidiaries (together ‘the Group’) is a leading international multi-protein food business supplying major international food
retailers in twenty-one countries in the United Kingdom and Ireland, Europe, Asia Pacific, and North America. 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 is listed on the London Stock Exchange with its equity categorised as Equity shares (commercial companies).
The financial period represents the 52 weeks to 28 December 2025 (prior financial period 52 weeks to 29 December 2024).
These consolidated financial statements were approved for issue on 30 March 2026.
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 £33.1m (2024: £31.8m).
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated and Company 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 the ultimate Parent Company, 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 23.
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 and Company financial statements are disclosed in note 4.
Restatement of prior period comparatives
The Group has represented certain prior period comparative amounts to reflect the classification of Fairfax Meadow Europe Limited (“FFM”) as a discontinued operation in the
current period. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the results of the discontinued operation have been removed from
continuing operations and presented separately. The affected notes have been updated accordingly.
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
and associates, together, (‘the Group’) drawn up to 28 December 2025. 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 28 December 2025 was not separately prepared.
(i) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
Hilton Food Group plc Annual Report & Financial Statements 2025 142Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
2. Summary of significant accounting policies continued
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 income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated balance sheet respectively.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in the consolidated income statement is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill),
less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in consolidated statement of comprehensive income in relation to that
subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another
category of equity as required/permitted by applicable IFRS Accounting Standards).
(ii) Joint ventures and associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power
to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
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 associates and 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 recognised initially in the consolidated balance sheet at cost and adjusted thereafter to recognise the
Group’s share of the post-acquisition profits or losses of the investee in consolidated income statement, and the Group’s share of movements in consolidated statement
of 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.
When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture, the Group discontinues recognising its share
of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate
or joint venture.
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.
Climate change
The Group has considered the impact of climate change in preparing these consolidated financial statements, including the effect upon the application of its accounting
policies, judgements, estimates and assumptions. In making its assessment of the impact the Group considered the risks identified through its risk management processes,
the climate-related disclosures and its defined sustainability targets.
These considerations, which are core to the Group’s strategy, did not have a material impact on any accounting estimates and judgements including the following areas:
▶ the estimates of future cash flows used in the impairment assessment of goodwill (refer to note 14) and going concern;
▶ the assessment of residual values and estimated useful economic lives of property, plant and equipment (refer to note 13); and
▶ the adequacy of provisions for liabilities.
The impact of climate change will evolve in future periods and the Group will continue to assess this.
Hilton Food Group plc Annual Report & Financial Statements 2025 143Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
2. Summary of significant accounting policies continued
International Financial Reporting Standards
(a) New standards, amendments and interpretations effective in 2025
All new standards or amendments issued that were effective in 2025, were either not applicable or not material to the Group.
(b) New standards, amendments and interpretations issued but not yet effective
The following standards have been released but are not yet adopted by the Group. The Group is currently assessing their impact on the financial results and position
of the Group.
Applicable standard
Annual rate
Amendments to IFRS 9 and IFRS 7 ‘The In May 2024, the International Accounting Standards Board (IASB) amended IFRS 7 and IFRS 9, which includes clarifications on
Classification and Measurement of Financial recognition and derecognition dates of certain financial assets and liabilities, including exceptions for liabilities settled through
instruments’ Effective from 1 January 2026 electronic cash transfer systems.
IFRS 18 Presentation and Disclosure in IFRS 18 will replace IAS 1 Presentation of Financial Statements. The amendment impacts presentation and disclosure
Financial Statements Effective 1 January 2027 of the consolidated income statement with new defined categories being operating, investing and financing to provide
a consistent structure.
Disclosures about Management-defined Performance Measures (MPMs) (i.e. certain non-GAAP measures) will have to be
disclosed in the financial statement with reconciliations to GAAP measures. The new standard will also provide guidance
on grouping of information (aggregation/disaggregation).
The standard will be applied from its mandatory effective date of 1 January 2027 and will impact the FY27 financial statements.
The Group plans to carry out its impact assessment and begin transitions activities during 2026.
All other new standards or amendments that are not yet effective that have been issued by the IASB are not applicable or material to Group.
Leases
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 consolidated income statement 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 consolidated 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.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing
the carrying amount to reflect the lease payments made.
Hilton Food Group plc Annual Report & Financial Statements 2025 144Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
2. Summary of significant accounting policies continued
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
▶ the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case
the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
▶ the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is
remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate,
in which case a revised discount rate is used); and
▶ a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the
modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The Group did not make any such adjustments during the periods presented
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.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in consolidated income statement. 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.
If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the
condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset,
the costs are included in the related right-of-use asset, unless those costs are incurred to product inventories.
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 145Overview Strategic Report Governance Financial Statements
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 consolidated income statement.
(c) Group companies
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 consolidated statement of 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.
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 consolidated 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)
2–14%
Plant and machinery
10–33%
Fixtures and fittings
10–33%
Motor vehicles
7–25%
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 146Overview Strategic Report Governance Financial Statements
2. Summary of significant accounting policies continued
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 consolidated 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 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 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 and associates 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 of disposal, 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.
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.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 147Overview Strategic Report Governance Financial Statements
2. Summary of significant accounting policies continued
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.
(c) Impairment of financial assets
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.
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.
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 or weighted average cost method depending on
the subsidiary. 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 19.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 148Overview Strategic Report Governance Financial Statements
2. Summary of significant accounting policies continued
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.
In certain circumstances, the Group participates in supply chain finance arrangements established by its customers. Under these arrangements, the Group may sell
receivables due from customers to a third-party financial institution in exchange for early payment.
Where the Group transfers the contractual rights to cash flows from the receivables and substantially all the risks and rewards of ownership, the receivables are derecognised.
The proceeds received are recognised in cash and cash equivalents. Any difference between the carrying amount of the receivables and the consideration received is
recognised in the consolidated income statement within finance costs.
These arrangements are non-recourse to the Group, and the financial institution assumes the credit risk associated with the receivables. As the arrangements are initiated and
controlled by the customer, and the Group has no continuing involvement in the receivables once transferred, amounts received are presented within operating cash flows.
Where the criteria for derecognition are not met, the receivables continue to be recognised on the consolidated balance sheet and the proceeds received are recognised
as borrowings.
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
with the fair value 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.
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 consolidated income statement in the period in which they are incurred.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 149Overview Strategic Report Governance Financial Statements
2. Summary of significant accounting policies continued
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the consolidated 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, 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 for all deductible temporary differences to the extent that it is probable that taxable profit will be available, against which the
deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that at the time of the
transaction, does not give rise to equal taxable and deductible temporary differences.
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
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.
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 Company 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.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 150Overview Strategic Report Governance Financial Statements
2. Summary of significant accounting policies continued
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. In accordance with the requirements of the Group’s financing agreements, certain
APMs (including EBITDA, operating profit, net debt and leverage ratios) are presented on a pre-IFRS 16 basis.
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 34, during the period to 28 December 2025, the Group has recognised other adjusting/exceptional items in respect of costs associated with the gain on
disposal of subsidiaries, Foppen inventory write-off and operational disruption, strategic projects, and reorganisation/restructuring programmes in the UK and Netherlands.
The reconciliations between statutory and adjusted measures used by the Group are presented in note 34. 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.
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 its foreign exchange exposure and is exposed to foreign exchange risk where sales, purchases and intercompany
balances are denominated in foreign currencies. The Group’s policy is to hedge material foreign exchange risk associated with highly probable forecast transactions and firm
commitments. During the period, the Group entered into forward foreign exchange contracts to hedge forecast purchases denominated in AUD, USD, NOK and GBP, as
well as forecast sales denominated in USD. The Group also hedged intercompany receivables denominated in CAD. Hedging is undertaken only for exposures arising from
underlying business requirements and not for speculative purposes.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 151Overview Strategic Report Governance Financial Statements
3. Financial risk management continued
Hedge accounting
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
2025
2024
Income statement Equity Income statement Equity
Group £’m £’m £’m £’m
Annual effect of a change in Group-wide interest rates by - 0.5%
2.1
2.1
1.1
1.1
Annual effect of a change in Group-wide interest rates by +0.5%
(2.1)
(2.1)
(1.1)
(1.1)
Annual effect of a change in exchange rates to the GBP £ by +10%
2.2
20.6
4.8
19.6
Annual effect of a change in exchange rates to the GBP £ by -10%
(1.8)
(16.8)
(3.9)
(16.0)
Interest rate sensitivity analysis has been performed on borrowings to illustrate the impact on Group profits and equity if interest rates increased/decreased by 50 basis point.
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 above indicates an
increase in profit/equity where Sterling strengthens 10% against the relevant currency.
(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 five 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 £387.1m (2024: £253.5m) as stated in note 33.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 152Overview Strategic Report Governance Financial Statements
3. Financial risk management continued
(c) Liquidity risk
The Group monitors regular cash forecasts to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed
borrowing facilities and without breaching its banking covenants. The Group held significant cash and cash equivalents of £150.5m (2024: £111.9m) and maintains a mix of long-
term and short-term debt finance (see note 21).
The Group’s financial liabilities measured at the contractual undiscounted cash flows mature as follows:
2025
2024
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
82.5
1.0
24.3
496.7
29.5
3.1
24.5
440.6
Between one and two years
194.7
–
21.7
–
26.0
–
22.9
–
Between two and five years
–
–
56.0
–
187.8
–
58.1
–
Over five years
–
–
157.9
–
–
–
164.4
–
Total
277.2
1.0
259.9
496.7
243.3
3.1
269.9
440.6
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 29 divided by EBITDA as shown in note 34. 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 87% as at the
period end (2024: 106%).
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
Hilton Food Group plc Annual Report & Financial Statements 2025 153Overview Strategic Report Governance Financial Statements
4. Critical accounting judgements and key estimation uncertainties
In applying the Group’s accounting policies, which are described in note 2, the Directors are required to make judgements (other than those involving estimations) that have a
significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised
if the revisions affect only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical accounting judgements
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 Group’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
Hilton Food Group plc Annual Report & Financial Statements 2025 154Overview Strategic Report Governance Financial Statements
4. Critical accounting judgements and key estimation uncertainties continued
Key estimation uncertainties
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. 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. Goodwill previously allocated to the Dalco CGU was fully impaired in FY24.
During FY25, indicators of impairment were identified for the remaining non-current assets within this CGU, and a value-in-use assessment was performed. The recoverable
amount exceeded the carrying value of the CGU and no further impairment was recognised in the period. Sensitivities are applied to the key assumptions used in the
impairment assessment as explained in note 14.
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 each led by a regional CEO: i) UK & Ireland which comprises
the Group’s operations in United Kingdom, Republic of Ireland and Canada; 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 products. 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.
Fairfax Meadow Europe Limited’s operations were disposed of during the period and were therefore discontinued in the current period. The segment information in this note
presents certain information for these discontinued operations, and the impact is described in more detail in note 17.
The segment information provided to the Executive Directors for the reportable segments is as follows:
2025
2024
UK and UK and
Ireland Europe APAC Central costs Total Ireland Europe APAC Central costs Total
Group £’m £’m £’m £’m £’m £’m £’m £’m £’m £’m
Total revenue
1,679.1
1,156.2
1,552.5
–
4,387.8
1,505.2
1,060.9
1,463.4
–
4,029.5
Inter-co revenue
(37.5)
(1.5)
(2.5)
–
(41.5)
(39.3)
(1.9)
–
–
(41.2)
Third party revenue
1,641.6
1,154.7
1,550.0
–
4,346.3
1,465.9
1,059.0
1,463.4
–
3,988.3
Third party revenue from discontinued
operation
(131.7)
–
–
–
(131.7)
(166.9)
–
–
–
(166.9)
Third party revenue from continuing
operations
1,509.9
1,154.7
1,550.0
–
4,214.6
1,299.0
1,059.0
1,463.4
–
3,821.4
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 155Overview Strategic Report Governance Financial Statements
2025
2024
UK and UK and
Ireland Europe APAC Central costs Total Ireland Europe APAC Central costs Total
Group £’m £’m £’m £’m £’m £’m £’m £’m £’m £’m
Adjusted operating profit/(loss)
segment result (see note 34)
41.7
43.0
29.7
(15.1)
99.3
50.9
40.8
29.8
(16.8)
104.7
Share of loss from Alimenta Topco
(0.7)
–
–
–
(0.7)
–
–
–
–
–
Amortisation of acquired intangibles
(4.4)
(4.3)
–
–
(8.7)
(5.1)
(4.4)
–
–
(9.5)
Adjusting/exceptional items
(0.8)
(30.5)
(0.2)
60.8
29.3
(1.0)
0.5
–
(0.1)
(0.6)
Impact of IFRS 16
1.0
0.7
3.1
–
4.8
(0.3)
1.0
3.5
–
4.2
Operating profit/(loss) segment result
36.8
8.9
32.6
45.7
124.0
44.5
37.9
33.3
(16.9)
98.8
Operating profit from discontinued
operation
(2.8)
–
–
(31.0)
(33.8)
(3.9)
–
–
–
(3.9)
Operating profit/(loss) from
continuing operations
34.0
8.9
32.6
14.7
90.2
40.6
37.9
33.3
(16.9)
94.9
Finance income
0.2
0.7
0.3
–
1.2
–
1.1
0.7
–
1.8
Finance costs
(9.5)
(7.5)
(9.6)
(9.0)
(35.6)
(8.3)
(12.1)
(12.4)
(6.8)
(39.6)
Income tax (expense)/credit
(9.1)
0.7
(8.0)
6.8
(9.6)
(8.9)
(9.2)
(7.2)
5.9
(19.4)
Profit/(loss) for the period
18.4
2.8
15.3
43.5
80.0
27.3
17.7
14.4
(17.8)
41.6
Profit from discontinued operations
(1.5)
–
–
(31.0)
(32.5)
(2.4)
–
–
–
(2.4)
Profit/(loss) from continuing operations
16.9
2.8
15.3
12.5
47.5
24.9
17.7
14.4
(17.8)
39.2
Depreciation, amortisation and
impairment
23.6
24.3
28.7
0.7
77.3
24.4
32.4
31.0
0.5
88.3
Additions to non-current assets
54.0
13.8
8.1
4.3
80.2
40.3
24.9
8.1
1.2
74.5
Segment assets
513.3
358.6
364.7
82.4
1,319.0
456.9
343.5
371.4
47.2
1,219.0
Current tax assets
0.8
0.4
Deferred tax assets
26.0
17.0
Total assets
1,345.8
1,236.4
Segment liabilities
245.8
190.1
312.9
215.6
964.4
209.0
178.9
325.1
191.2
904.2
Current tax liabilities
4.4
5.8
Deferred tax liabilities
4.8
9.6
Total liabilities
973.6
919.6
Notes to the financial statements
continued
5. Segment information continued
Hilton Food Group plc Annual Report & Financial Statements 2025 156Overview Strategic Report Governance Financial Statements
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 34). Operating profit is measured in a manner consistent with that in the consolidated 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 from continuing operations are as follows:
Revenues from Non-current assets excluding
external customers deferred tax assets
2025
2024
1
2025
2024
1
Group £’m £’m £’m £’m
Analysis by geographical area
United Kingdom – country of domicile
1,344.0
1,193.9
281.5
253.4
Netherlands
538.0
492.6
96.6
99.2
Belgium
–
14.3
–
0.1
Sweden
298.2
271.2
24.0
22.4
Republic of Ireland
163.8
100.6
25.7
14.7
Denmark
147.6
126.2
15.4
15.3
Central Europe
173.0
159.5
23.7
22.1
APAC
1,550.0
1,463.1
202.4
228.4
4,214.6
3,821.4
669.3
655.6
Analysis by principal customer
Customer 1
1,415.7
1,211.3
Customer 2
407.3
356.2
Customer 3
297.6
268.2
Customer 4
144.8
119.4
Customer 5
1,375.9
1,291.7
Other
573.3
574.6
4,214.6
3,821.4
Note
1. The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 157Overview Strategic Report Governance Financial Statements
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:
2025 2024
Group £’m £’m
Fees payable to the Group’s auditors for the audit of the parent Company and consolidated financial statements
0.7
0.5
Fees payable to the Group’s auditors and their associates for other services:
– The audit of the Group's subsidiaries pursuant to legislation
1.1
1.2
– Other services pursuant to legislation
0.1
0.1
Total fees payable to the Group’s auditors and their associates
1.9
1.8
7. Expenses by nature
2025
2024
1
Group £’m £’m
Changes in inventories of finished goods and goods for resale
8.4
7.0
Raw materials and consumables used
3,443.5
3,065.0
Employee benefit expense (note 8)
295.9
285.8
Depreciation, amortisation and impairment – owned assets (notes 13 and 14)
55.0
65.1
Depreciation and amortisation – leased assets (note 15)
19.4
19.2
Repairs and maintenance expenditure on property, plant and equipment
36.0
35.7
Transportation expenses
46.1
42.3
Foreign exchange (gain)
(2.6)
–
Other expenses
258.6
206.8
Total cost of sales, distribution costs and administrative expenses
4,160.3
3,726.9
Cost of sales
3,778.0
3,388.7
Distribution costs
45.8
42.1
Administrative expenses
336.5
296.1
Total cost of sales, distribution costs and administrative expenses
4,160.3
3,726.9
Note
1. The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 158Overview Strategic Report Governance Financial Statements
8. Employee benefit expense
2025
2024
1
Group £’m £’m
Staff costs during the period
Wages and salaries
256.3
248.4
Social security costs
23.1
20.3
Share options granted to Directors and employees
0.3
2.0
Pension costs – defined contribution plan
16.2
15.1
295.9
285.8
Note
1. The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
2025 2024
Group Number Number
Average number of monthly persons employed (including Executive Directors) during the period by activity
Production
5,315
5,510
Administration
1,587
1,485
6,902
6,995
2025 2024
Group £’m £’m
Key management compensation (including Directors)
Salaries and short-term employee benefits, including termination benefits
13.2
14.6
Post-employment benefits
0.2
0.2
Share-based payments
0.2
2.2
13.6
17.0
2025 2024
Group £’m £’m
Directors’ emoluments
Aggregate emoluments
2.4
3.2
Group contribution to money purchase pension scheme
0.1
0.2
2.5
3.4
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 (2024: £nil).
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 159Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
9. Finance income and finance costs
2025
2024
1
Group £’m £’m
Finance income
Interest income on short-term bank deposits
0.9
1.4
Other interest income
0.2
0.4
Finance income
1.1
1.8
Finance costs
Interest expense on bank borrowings
(19.0)
(18.9)
Less: amounts included in the costs of qualifying assets
1.7
–
(17.3)
(18.9)
Interest on lease liabilities
(7.5)
(8.3)
Interest expense on customer-provided supply chain financing
(9.0)
(9.6)
Other interest expense
(1.4)
(2.4)
Finance costs
(35.2)
(39.2)
Finance costs – net
(34.1)
(37.5)
1. The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
10. Income tax expense
2025
2024
1
Group £’m £’m
Current income tax
Current tax on profits for the period
17.0
21.2
Adjustments to current tax in respect of previous periods
2.5
(0.8)
Total current tax
19.5
20.4
Deferred income tax
Origination and reversal of temporary differences
(10.5)
(1.9)
Adjustments to deferred tax in respect of previous periods
(0.4)
(0.3)
Total deferred tax (credit)
(10.9)
(2.2)
Income tax expense
8.6
18.2
1. The prior period has been restated to reflect the classification of FFM as a discontinued operation in the current period.
Deferred tax charged directly to equity during the period in respect of employee share schemes amounted to (£0.2m) (2024: credit £0.2m).
Deferred tax charged directly to the statement of other comprehensive income during the period in respect of cash flow hedges amounted to (£1.0m) (2024: charge £1.6m).
No tax charge or credit arose on the disposal of subsidiaries.
Hilton Food Group plc Annual Report & Financial Statements 2025 160Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
10. Income tax expense continued
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 exception from the accounting requirements for deferred taxes as per IAS 12 – paragraph 88. 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.
The Group’s current tax expense/(income) related to Pillar Two income taxes is £nil (2024: £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% (2024: 25%) applied
to profits of the consolidated entities as follows:
2025 2024
£’m £’m
Profit before income tax on continuing operations
56.1
57.4
Profit before income tax on discontinued operations
33.5
3.6
Profit before income tax
89.6
61.0
Tax calculated at the standard rate of UK Corporation Tax 25.0% (2024: 25.0%)
22.4
15.3
Effects of:
Expense not deductible
0.4
2.0
Joint venture results received
(0.1)
(0.1)
Adjustments to tax in respect of previous periods
2.1
(1.0)
Profits taxed at rates other than 25.0% (2024: 25.0%)
0.1
0.1
Capital gains
0.1
–
Impact of change in tax rates
–
0.2
Non-taxable income/expense
(17.2)
–
Double tax relief
0.1
0.1
Tax deduction arising from exercise of employee options
(0.1)
–
Derecognition of deferred tax assets
–
2.3
Non-recognition of current year losses
0.2
–
Tax losses for which no deferred income tax asset was recognised
0.6
–
Deferred tax on share-based payment
0.6
0.2
Non-qualifying depreciation
0.4
0.3
Income tax expense
9.6
19.4
Income tax expense for discounted operations
(1.0)
(1.2)
Income tax expense for continuing operations
8.6
18.2
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.
Hilton Food Group plc Annual Report & Financial Statements 2025 161Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
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 outstanding 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.
2025
2024
Group
Basic
Diluted
Basic
Diluted
Profit from continuing operations attributable to owners of the parent
(£'m)
46.4
46.4
36.9
36.9
Profit from discontinued operations attributable to owners of the parent
(£'m)
32.5
32.5
2.4
2.4
Profit attributable to owners of the parent
(£'m)
78.9
78.9
39.3
39.3
Weighted average number of ordinary shares in issue
(millions)
89.9
89.9
89.7
89.7
Adjustment for share options
(millions)
–
0.5
–
0.9
Adjusted weighted average number of ordinary shares
(millions)
89.9
90.4
89.7
90.6
Basic and diluted earnings per share from continuing operations
(pence)
51.6
51.3
41.1
40.7
Basic and diluted earnings per share from discontinued operations
(pence)
36.2
36.0
2.6
2.6
Basic and diluted earnings per share
(pence)
87.8
87.3
43.7
43.3
12. Dividends
2025 2024
Group and Company £’m £’m
Final dividend in respect of 2024 paid 24.9p per ordinary share (2024: 23.0p)
22.4
20.6
Interim dividend in respect of 2025 paid 10.1p per ordinary share (2024: 9.6p)
9.1
8.6
Total dividends paid
31.5
29.2
The Directors propose a final dividend of 24.9p (2024: 2 4.9p) per share payable on 26 June 2026 to shareholders who are on the register at 29 May 2026. This dividend totalling
£22.4m (2024: £22.4m) has not been included as a liability in these consolidated financial statements in accordance with IAS 10: Events after the reporting period.
The Hilton Food Group plc Employee Benefit Trust, which operates in connection with that Plan, elected to waive it’s right to receive dividends on shares held by it. During the
period the value of dividends waived was £18,164 (2024: £14,714).
Dividends paid to non-controlling interests in the period totalled £ 1.4m (2024: £2.9m).
Hilton Food Group plc Annual Report & Financial Statements 2025 162Overview Strategic Report Governance Financial Statements
13. Property, plant and equipment
Land and buildings
(including leasehold Plant and Fixtures and Motor Asset under
improvements) machinery fittings vehicles construction Total
Group £’m £’m £’m £’m £’m £’m
Cost
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
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 1 January 2024
92.2
183.2
13.8
0.5
34.4
324.1
At 29 December 2024
99.8
173.2
16.8
0.4
39.5
329.7
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 163Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
13. Property, plant and equipment continued
Land and buildings
(including leasehold Plant and Fixtures Motor Asset under
improvements) machinery and fittings vehicles construction Total
Group £’m £’m £’m £’m £’m £’m
Cost
At 30 December 2024
158.1
543.7
40.0
1.0
39.9
782.7
Exchange adjustments
3.7
12.3
2.2
0.1
0.6
18.9
Additions
6.8
4.2
0.9
0.1
57.8
69.8
Transfers
–
–
–
–
(1.5)
(1.5)
Reclassification
11.1
31.2
3.5
0.4
(32.9)
13.3
Disposals
(18.6)
(34.7)
(1.8)
(0.1)
(2.7)
(57.9)
At 28 December 2025
161.1
556.7
44.8
1.5
61.2
825.3
Accumulated depreciation and impairment
At 30 December 2024
58.3
370.5
23.2
0.6
0.4
453.0
Exchange adjustments
1.3
10.5
1.2
0.1
–
13.1
Charge for the period
6.6
36.5
3.9
0.1
–
47.1
Impairment
–
0.1
–
–
–
0.1
Reclassification*
7.4
(0.5)
5.9
0.5
–
13.3
Disposals
(2.0)
(28.1)
(1.6)
(0.1)
–
(31.8)
At 28 December 2025
71.6
389.0
32.6
1.2
0.4
494.8
Net book value
At 30 December 2024
99.8
173.2
16.8
0.4
39.5
329.7
At 28 December 2025
89.5
167.7
12.2
0.3
60.8
330.5
* During the period, reclassification was made between cost and accumulated depreciation and impairment of £13.3m which had no impact on net book value.
Hilton Food Group plc Annual Report & Financial Statements 2025 164Overview Strategic Report Governance Financial Statements
14. Intangible assets
Brand and
Computer customer Asset under
software relationships construction Goodwill Total
Group £’m £’m £’m £’m £’m
Cost
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
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 1 January 2024
13.2
54.5
4.6
83.8
156.1
At 29 December 2024
14.2
45.9
7.9
73.0
141.0
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 165Overview Strategic Report Governance Financial Statements
14. Intangible assets continued
Brand and
Computer customer Asset under
software relationships construction Goodwill Total
Group £’m £’m £’m £’m £’m
Cost
At 30 December 2024
28.1
78.5
7.9
82.8
197.3
Exchange adjustments
0.5
2.2
–
1.0
3.7
Additions
3.2
–
7.2
–
10.4
Transfers
1.5
–
–
–
1.5
Reclassification*
1.4
–
(1.3)
–
0.1
Disposals
(13.6)
(18.7)
(0.5)
(7.0)
(39.8)
At 28 December 2025
21.1
62.0
13.3
76.8
173.2
Accumulated amortisation and impairment
At 30 December 2024
13.9
32.6
–
9.8
56.3
Exchange adjustments
0.4
1.0
–
–
1.4
Charge for the period
2.1
7.4
–
–
9.5
Reclassification*
0.1
–
–
–
0.1
Disposals
(2.1)
(8.0)
–
–
(10.1)
At 28 December 2025
14.4
33.0
–
9.8
57.2
Net book value
At 30 December 2024
14.2
45.9
7.9
73.0
141.0
At 28 December 2025
6.7
29.0
13.3
67.0
116.0
* During the period, reclassification was made between cost and accumulated amortisation and impairment of £0.1m which had no impact on net book value.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 166Overview Strategic Report Governance Financial Statements
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.
The Group tests goodwill annually for impairment, or more frequently where indicators of impairment arise. In accordance with IAS 36 Impairment of Assets, recoverable
amounts are assessed at the CGU or group‑of‑CGUs level. Recoverable amount is determined using value‑in‑use (“VIU”), calculated through a discounted cash flow model.
For each CGU tested, the calculated recoverable amount exceeded its carrying value and no impairment was identified.
The Dalco CGU does not carry goodwill; however, the Group identified indicators of impairment during the period and therefore performed an impairment assessment in
accordance with IAS 36.
2025 2024
Group £’m £’m
UK & Ireland
48.5
55.4
Europe
18.5
17.6
67.0
73.0
The Dalco CGU’s goodwill was fully written down in 2024; however, the Group identified indicators of impairment during the period and therefore performed an impairment
assessment, in respect of the carrying value of its other non‑current assets, in accordance with IAS 36.
The key assumptions applied in the VIU calculations for all CGUs are the revenue growth rates and the pre‑tax discount rates. Revenue growth and profit before tax are based
on a one‑year Board‑approved budget and longer‑term five‑year forecasts, which reflect past performance and expected changes in sales prices, volumes, business mix
and margins.
For the Dalco CGU, these projected cash flows are further risk‑adjusted to reflect the specific uncertainties relating to this segment. Discount rates are benchmarked against
externally sourced WACC data.
Cash flows beyond the five‑year period are extrapolated using terminal growth rates derived from external benchmarks and long‑term inflation expectations.
Cash flows are discounted at a pre‑tax discount rate of 12.02% (UK & Ireland, FY24: 11.9%), 12.8% (Europe, FY24: 12.1%) and 11.2% (Dalco, FY24: 12.1%) with a growth rate of 0.7–2.0%
(UK & Ireland, FY24: 1.5–2.8%), 0.8–2.0% (Europe, FY24: 1.1–2.0%) and 2.0–7.5% (Dalco, FY24: 2.0–35.5%) used to extrapolate cash flows. 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.
The Group performed a sensitivity analysis, as of 28 December 2025, for each of the key assumptions used in Dalco CGU, including an increase of 1% in the discount rate used
and a decrease of 5% in the volume growth rate, which Group considers to be reasonably possible changes. None of these reasonably possible scenarios would result in an
impairment in the carrying value of the assets in the Dalco CGU.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 167Overview Strategic Report Governance Financial Statements
15. Leases
(i) Amounts recognised in the consolidated balance sheet
The consolidated 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 2024
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 as at 29 December 2024
161.9
8.9
2.0
172.8
Exchange Adjustments
(1.6)
0.2
0.1
(1.3)
Additions
13.5
2.2
1.5
17.2
Remeasurements, reclassification and scope changes
1.1
0.6
0.1
1.8
Depreciation
(15.9)
(3.5)
(1.2)
(20.6)
Disposals
(3.0)
(2.8)
(0.3)
(6.1)
Closing net book amount as at 28 December 2025
156.0
5.6
2.2
163.8
Lease liabilities
2025 2024
Group £’m £’m
Current
17.1
16.9
Non‑current
181.0
189.1
198.1
206.0
Maturity analysis – contractual undiscounted cash flows
2025 2024
Group £’m £’m
Less than one year
24.3
24.5
One to five years
77.7
81.0
More than five years
157.9
164.4
Total lease liabilities
259.9
269.9
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 168Overview Strategic Report Governance Financial Statements
15. Leases continued
(ii) Amounts recognised in the consolidated income statement
The consolidated income statement shows the following amounts related to leases:
Depreciation charge on right-of-use assets
2025 2024
Group £’m £’m
Land and Buildings
15.9
16.7
Equipment
3.5
3.3
Vehicles
1.2
0.8
20.6
20.8
Interest expenses including discontinued operations (included in finance costs)
7.8
8.6
Expenses relating to short‑term leases (included in costs of goods sold and administrative expenses)
–
0.1
The total cash outflow for leases in 2025 was £25.7m (2024: £25.9m).
In 2024, Hilton Foods Canada Inc. entered into a 20‑year lease for a factory building. As the lease had not commenced by the period‑end, no lease liability or right‑of‑use asset
was recognised as at 28 December 2025.
In addition, the Group has paid prepaid rent of £19.1m, which is presented within trade and other receivables in note 19. This amount will be reclassified to right‑of‑use assets
when the lease commences.
The Group’s aggregate future cash outflows under this agreement consist of annual lease payments of £5.9 million, subject to an annual increase based on CPI but not more
than 2.25%.
Variable lease payments
Leases with liabilities recognised of £10.1m (2024: £8.6m), accounting for 5.0% (2024: 4.2%) 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 29 December 2025, lease liabilities would have increased by £6.3m (2024: £5.0m).
In addition, leases with liabilities recognised totalling £1.3m (2024: £2.8m), accounting for 0.6% (2024: 1.3%) of total lease liabilities, are subject to annual CPI linked rent increases.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 169Overview Strategic Report Governance Financial Statements
16. Investments in joint ventures and associates
Investments in joint ventures and associates
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:
2025
2024
Joint ventures Associates Total Joint ventures Associates Total
Group £’m £’m £’m £’m £’m £’m
At the beginning of the period
4.2
7.9
12.1
4.4
3.5
7.9
Acquisitions
1.1
24.3
25.4
–
4.4
4.4
Profit/(loss) for the period
1.1
(0.7)
0.4
0.4
–
0.4
Dividends received
(0.7)
–
(0.7)
(0.6)
(0.6)
At the end of the period
5.7
31.5
37.2
4.2
7.9
12.1
During the period, the Group acquired a 49% interest in NADEC Hilton Limited for consideration of £1.1m. In addition, the Group acquired a 26.3% interest in Alimenta Topco
Limited for a consideration of £24.3m, see note 26 for more details.
Where relevant, management accounts for the joint venture have been used to include the results up to 28 December 2025. The Group’s share of the net assets, income and
expenses of the joint ventures and associates are detailed below:
All interests in joint ventures and associates are in the ordinary equity shares of those companies except for Agito Group Pty Limited and Alimenta Topco Limited indicated
by * where we hold ordinary and preference shares.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 170Overview Strategic Report Governance Financial Statements
16. Investments in joint ventures and associates continued
Set out below are the joint ventures and associates of the Group as at 28 December 2025. Unless otherwise stated there has been no change to the holding since
29 December 2024.
Ownership percentage
(Voting rights and equity
Name
shares)
Address
Joint Ventures
Australia
Agito Group Pty Limited*
50
Mia Yellagonga Tower 2, 5 Spring Street, Perth, Western Australia, 6000
Canada
Agito Global Canada Limited *
50
20 Wellington Street East, Suite 500, Toronto, Ontario, M5E1C5
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
Saudi Arabia
NADEC Hilton Limited (Incorporated 19 May 2025)
49
Riyadh, Saudi Arabia
UK
Agito Global Limited
50
Agito Holdings Limited
50
Associates
Guernsey
Alimenta Topco Limited (Incorporated 4 June 2025)*
26.3
East Wing, Trafalgar Court, Les Banques, St Peter Port, GY1 3PP
UK
A Turner and Sons Sausage Limited
25
205
North Lane, Aldershot, Hampshire GU12 4SY
Cellular Agriculture Ltd
38.94
Felin Y Glyn, Pontnewydd, Llanelli, SA15 5TL
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 171Overview Strategic Report Governance Financial Statements
16. Investments in joint ventures and associates continued
The tables below provide summarised financial information for the joint venture that is material to the Group. The information disclosed reflects the amounts presented in the
financial statements of the relevant joint venture and not the Group’s share of those amounts.
Sohi Meat Solutions – Distribuicao de Carnes SA
2025 2024
Summarised balance sheet £’m £’m
Current assets
Cash and cash equivalents
1.5
0.2
Other current assets
67.7
51.8
Total current assets
69.2
52.0
Non‑current assets
12.9
14.6
Total current liabilities
(74.4)
(58.8)
Total non‑current liabilities
(1.5)
(2.2)
Net assets
6.2
5.6
Reconciliation to carrying amounts
Opening net assets
5.6
5.5
Profit for the period
1.7
1.4
Dividends paid
(1.3)
(1.1)
Exchange adjustments
0.2
(0.2)
Closing net assets
6.2
5.6
Group’s share – %
50.0
50.0
Group’s share – £m
3.1
2.8
2025 2024
Summarised statement of comprehensive income £’m £’m
Revenue
435.0
369.5
Depreciation and amortisation
(4.4)
(4.8)
Net finance costs
(1.3)
(1.7)
Income tax expense
(0.2)
(0.2)
Profit for the period
1.7
1.4
Dividends received from joint venture entity
(0.7)
0.6
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 172Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
16. Investments in joint ventures and associates continued
The Group also has an interest in two other joint ventures.
2025 2024
Other joint ventures: £’m £’m
Aggregate carrying amount of other joint ventures
2.8
1.4
Aggregate Group share of profit/(loss) for the period
0.3
(0.3)
The tables below provide summarised financial information for the associate that is material to the Group. The information disclosed reflects the amounts presented in the
financial statements of the relevant associate and not the Group’s share of those amounts.
Alimenta Topco Limited
2025 2024
Summarised balance sheet £’m £’m
Current assets
–
Cash and cash equivalents
19.0
–
Other current assets
40.2
–
Total current assets
59.2
Non‑current assets
46.5
–
Total current liabilities
(4.0)
–
Total non‑current liabilities
(55.8)
–
Net assets
45.9
Reconciliation to carrying amounts
–
Acquisitions
49.0
–
Loss for the period
(3.1)
–
Closing net assets
45.9
Group's share – %
24.0
–
Group's share – £'m
11.0
–
Summarised statement of comprehensive income
Revenue
9.1
–
Depreciation and amortisation
(0.9)
–
Net finance costs
(0.6)
–
Loss for the period
(3.1)
–
The Group’s other associates did not have any material profit or loss, other comprehensive income, or dividend transactions during the period.
Hilton Food Group plc Annual Report & Financial Statements 2025 173Overview Strategic Report Governance Financial Statements
16. Investments in joint ventures and associates continued
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
2025 2024
Summarised balance sheet £’m £’m
Current assets
81.3
77.5
Current liabilities
(59.4)
(58.0)
Current net assets
21.9
19.5
Non‑current assets
8.8
10.7
Non‑current liabilities
–
(0.3)
Non-current net assets
8.8
10.4
Net assets
30.7
29.9
Accumulated non‑controlling interests
6.1
6.0
2025 2024
Summarised statement of comprehensive income £’m £’m
Revenue
387.3
349.9
Profit for the period
6.1
7.6
Other comprehensive income
1.6
1.3
Total comprehensive income
7.7
8.9
Profit allocated to non‑controlling interests
1.2
1.5
Dividends paid to non‑controlling interests
1.4
1.2
2025 2024
Summarised cash flows £’m £’m
Cash flows from operating activities
8.0
5.4
Cash flows (used in) investing activities
(0.2)
(3.7)
Cash flows (used in) financing activities
(6.8)
(5.9)
Impact of foreign exchange
0.7
(0.7)
Net increase/(decrease) in cash and cash equivalents
1.7
(4.9)
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 174Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
Investments in subsidiaries
Investments in subsidiary undertakings are recorded at cost, which is the fair value
of consideration paid.
2024
2025 Restated
Company £’m £’m
At the beginning of the period
256.7
254.7
Additions
0.3
2.0
At 28 December 2025 and 29 December 2024
257.0
256.7
During the period, the Group disposed of its interest in Foods Connected Limited
(FCL) and Fairfax Meadow Europe Limited (FFM). See note 26 for details on the
proceeds received on disposal of these subsidiaries and the gain on disposal of these
subsidiaries. No direct ownership interest was retained in FCL or FFM following
their disposal. However, through the Group’s investment in Alimenta Topco, the
Group retains an indirect 26.3% interest in FCL business. The gain on disposal of
Fairfax Meadow Europe Limited is included in the gain on disposal of discontinued
operations, see note 17.
The subsidiary undertakings of the Group are as follows for 28 December 2025 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.
▶ There are no significant restrictions on the ability of the Group to access or use
assets and settle liabilities
▶ 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 the 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
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
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 Room 710, Tower A, Building
Limited 2, 555, Lansong Road,
Pudong New Area, Shanghai
Denmark
Hilton Foods Danmark A/S
Brunagervej 2, Kolt 8361 Hasselager
16. Investments in joint ventures and associates continued
Hilton Food Group plc Annual Report & Financial Statements 2025 175Overview Strategic Report Governance Financial Statements
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
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
Portugal
Vale Escondido, Unipessoal LDA 249 , 1, Avenida da Liberdade, Lisboa, Santo
(Incorproated 20 May 2025) António, 1250 143
Sweden
Hilton Foods Sverige AB
Saltangsvagen 53, 721 32 Vasteras
Notes to the financial statements
continued
16. Investments in joint ventures and associates 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%)
Greenchain Solutions Limited
Hilton Foods Asia Pacific Limited
Hilton Seafood UK Limited
Hilton Services Limited
Hilton Food Solutions Limited
Hilton Foods Trading Limited
Icelandic UK Limited
Line Control Limited
(Incorporated 12 June 2025)
Seachill Limited
Seachill UK Limited
Hilton Foods UK Limited
Carson McDowell LLP, Murray House,
Murray Street, Belfast BT1 6DN
Hilton Food Group (Europe) Limited
Hilton Food.com Limited
Hilton Meats Holland Limited (80%)**
USA
Foppen USA Inc
800
North State Street Suite 304, Dover,
Delaware 19901
Hilton Food Group plc Annual Report & Financial Statements 2025 176Overview Strategic Report Governance Financial Statements
17. Discontinued operations
On 28 September 2025, the Group completed the disposal of Fairfax Meadow Europe Limited (“FFM”). The disposal formed part of the Group’s strategic review to align
its operations more closely with its core strengths. The disposal was completed on 28 September 2025, on which the control of FFM passed to the acquirer.
Details of the assets and liabilities disposed of, and the calculation of the profit on disposal, are disclosed in note 26.
The results of the discontinued operations, which have been included in the profit for the period, were as follows:
Period ended Period ended
28 September 2025 29 December 2024
Group £’m £’m
Revenue
131.7
166.9
Expenses
(129.2)
(163.3)
Profit before tax
2.5
3.6
Attributable tax expense
(1.0)
(1.2)
Profit from discontinued operations
1.5
2.4
Gain on disposal of discontinued operations
31.0
–
Attributable tax expense
–
–
Net profit attributable to discontinued operations
32.5
2.4
Cash flows from discontinued operations
Net cash from operating activities
1.3
1.4
Net cash (used in) from investing activities
(1.0)
(6.1)
Net cash (used in) from financing activities
(0.1)
(1.1)
A gain of £31.0m arose on the disposal of FFM, being the difference between the proceeds of disposal and the carrying amount of its subsidiary’s net assets.
18. Inventories
2025 2024
Group £’m £’m
Raw materials, work in progress and consumables
181.0
141.8
Finished goods and goods for resale
59.9
55.9
240.9
197.7
The cost of inventories recognised as an expense and included in cost of sales amounted to £3,443.5m (2024: £3,065.0m). The Group charged £26.4m in respect of inventory
write‑downs (2024: £2.9m). The amount charged has been included in cost of sales in the consolidated income statement.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 177Overview Strategic Report Governance Financial Statements
19. Trade and other receivables
Group
Company
2025 2024 2025 2024
£’m £’m £’m £’m
Trade receivables
204.8
194.1
–
–
Less: allowance for impairment of trade receivables
(0.3)
(0.8)
–
–
Trade receivables – net
204.5
193.3
–
–
Amounts owed by Group undertakings
–
–
10.3
8.7
Amounts owed by related parties (see note 32)
10.3
6.9
–
–
Other receivables
50.2
35.2
–
–
Prepayments
22.0
18.3
–
–
Total trade and other receivables
287.0
253.7
10.3
8.7
Less: Non‑current prepayments, contract costs, and other receivables
(21.9)
–
–
–
Current
265.1
253.7
10.3
8.7
Amounts owed by Group undertakings to the Company are unsecured interest free and repayable on demand.
Other receivables primarily comprise VAT receivable of £11.0m (2024: £11.1m), contract cost assets of £2.5m (2024: £nil) and advance rent paid by Hilton Foods Canada Inc.
in respect of the building lease of £19.1m, as further disclosed in note 15.
Contract cost assets and advance rent are presented within non‑current assets.
The carrying amounts of trade and other receivables are denominated in the following currencies:
Group
Company
2025 2024 2025 2024
Currency £’m £’m £’m £’m
UK Pound
52.7
34.4
10.3
8.7
Euro
51.1
92.3
–
–
Swedish Krona
21.6
15.8
–
–
Danish Krone
18.1
8.6
–
–
Polish Zloty
10.6
7.0
–
–
Australian Dollar
66.1
67.6
–
–
New Zealand Dollar
15.1
13.8
–
–
US Dollar
4.1
12.6
–
–
Chinese Renminbi
1.7
1.6
–
Canadian Dollar
45.9
–
–
–
287.0
253.7
10.3
8.7
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 178Overview Strategic Report Governance Financial Statements
19. 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 £0.3m (2024: £0.8m).
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.
Impairment losses on trade 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 21. We have
considered the impairment of amounts owed by related parties and they are immaterial.
Amounts due from related parties have been reviewed for impairment and the impairment 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:
2025 2024
Group £’m £’m
At the beginning of the period
0.8
0.9
Allowance for receivables impairment
0.1
0.1
Receivables impairment released
(0.4)
(0.1)
Receivables written off during the period as uncollectable
(0.1)
(0.2)
Disposal
(0.1)
–
Exchange differences
–
0.1
At the end of the period
0.3
0.8
20. Cash and cash equivalents
Group
Company
2025 2024 2025 2024
£’m £’m £’m £’m
Cash at bank and on hand
150.5
111.9
–
–
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 179Overview Strategic Report Governance Financial Statements
21. Borrowings
2025 2024
Group £’m £’m
Current
Bank overdraft
11.7
4.0
Bank borrowings
46.3
25.5
Supplier finance arrangements
24.5
–
82.5
29.5
Non-current
Bank borrowings
194.7
213.8
Total borrowings
277.2
243.3
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:
2025 2024
Currency £’m £’m
UK Pound
177.7
146.3
Euro
54.7
28.8
Polish Zloty
3.1
5.0
Australian Dollar
35.3
51.1
New Zealand Dollar
6.4
12.1
277.2
243.3
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 remains within its bank facility covenants: For 2025, Group net debt: EBITDA covenant is at 0.9x giving headroom of 2.1x and interest cover is 5.6x, giving a headroom
of 1.6x. Undrawn, committed, banking facilities, at the 2025 full period end totalled £106.0m (2024: £108.0m).
In February 2026, the Group completed the refinance of its bank facility increasing the overall facilities to £450.0m across a single RCF, increasing the available headroom.
The facility has an initial term of 5 years with extension options available that enable extension over the following two years.
The undiscounted contractual maturity profile of the Group’s borrowings is described in note 3.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 180Overview Strategic Report Governance Financial Statements
21. Borrowings continued
Supplier finance arrangements
During the period, the Group entered into a supplier finance arrangement with a single settlement bank. Under the arrangement, the bank pays participating suppliers
on the original due date of approved invoices and the Group pays the bank 30 days later. At 28 December 2025, the carrying amount of liabilities subject to the arrangement
was £24.5m all of which is related to invoices for which suppliers had already been paid by the settlement bank. The arrangement is unsecured, no guarantees or security have
been provided by the Group, and related cash outflows are classified within financing activities. No comparative amounts are presented as the arrangement did not exist
in the prior period. These liabilities are presented within current borrowings.
The Group does not face a significant liquidity risk as a result of its supplier finance arrangements given the limited amount of liabilities subject to supplier finance
arrangements and the Group’s access to other sources of finance on similar terms.
Group net debt is analysed as per note 29.
22. Trade and other payables
Group
Company
2025 2024 2025 2024
£’m £’m £’m £’m
Trade payables
423.7
370.4
–
–
Amounts owed to related parties (see note 32)
0.5
1.5
–
–
Social security and other taxes
10.3
11.3
–
–
Accruals
62.2
68.6
–
–
496.7
451.8
–
–
The average credit period on purchases varies by supplier. The Group has financial risk management policies in place to ensure that all the payables are paid on time.
The fair value of trade and other payables as at 28 December 2025 is not materially different to the carrying value.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 181Overview Strategic Report Governance Financial Statements
23. 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 2024
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
Exchange differences
(0.2)
–
–
–
–
0.2
–
–
0.1
0.1
Income statement credit/(charged)
(1.1)
2.0
–
–
(0.6)
7.9
0.6
2.2
(0.1)
10.9
Tax charged to other comprehensive income
–
–
–
–
–
–
–
–
(1.0)
(1.0)
Tax charged to equity
–
–
–
–
(0.2)
–
–
–
–
(0.2)
Disposal
0.5
–
–
–
–
–
–
3.5
–
4.0
At 28 December 2025
(8.6)
4.2
0.3
1.6
0.9
17.2
10.1
(7.4)
2.9
21.2
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:
2025 2024
Group £’m £’m
Deferred tax liabilities
(4.8)
(9.6)
Deferred tax assets
26.0
17.0
21.2
7.4
Other timing differences principally relate to deferred tax on cash flow hedges.
At the reporting date, the Group has unused tax losses of £90.9m (2024: £54.8m) available for offset against future profits. A deferred tax asset has been recognised in respect
of £68.8m (2024: £35.1m) of such losses. No deferred tax asset has been recognised in respect of the remaining £22.1m (2024: £19.7m) as it is not considered probable that there
will be future taxable profits available. The unused losses may be carried forward indefinitely.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 182Overview Strategic Report Governance Financial Statements
24. Ordinary shares
Group
Company
Number of
shares 2025 2024 2025 2024
(thousands) £’m £’m £’m £’m
Authorised, issued and fully paid ordinary shares of 10p each
At 30 December 2024/1 January 2024 (2024: 89,602)
89,827
9.0
9.0
9.0
9.0
Issue of new shares relating to employee incentive schemes (2024: 225)
129
–
–
–
–
At 28 December 2025/29 December 2024 (2024: 89,827)
89,956
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.
25. 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, except for schemes starting on or after 1 August 2024, which are subject to a 20% discount
on the option price. 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 included 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
6.3% compound per year
11.2% compound per year
TSR – performance against the constituents of the FTSE 250 (excluding investment trusts)
Median
Upper quartile
ESG
1
– Scope 1 & 2 energy efficiencyy
37.3% reduction over period
66.1% reduction over period
ESG
1
– Scope 3 energy efficiency
10.7% reduction over period
14.3 reduction over period
ESG
1
– Proportion of leadership roles filled by women
11% increase over period
25% increase over period
Note
1. The ESG metrics for the 2024 and 2025 LTIP schemes were amended to reflect the impact of the sale of Fairfax Meadow Europe Limited by a resolution of the
Remuneration Committee in December 2025.
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.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 183Overview Strategic Report Governance Financial Statements
25. Share-based payment continued
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 2024
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
–
Granted
367
705.00
950
–
Exercised
–
–
(89)
–
Lapsed
(486)
808.82
(374)
–
At 28 December 2025
1,147
741.25
2,525
–
Share options outstanding at the end of the period have the following expiry date and exercise prices:
Number of options
Group Exercise price 2025 2024
Expiry date
Type of scheme
Status
(pence) (’000) (’000)
February 2025
Sharesave
Exercisable
1200
.00
–
52
February 2026
Sharesave
Exercisable
1204.00
3
54
February 2027
Sharesave
Not exercisable
672.00
459
600
February 2028
Sharesave
Not exercisable
728.00
391
560
February 2029
Sharesave
Not exercisable
705.00
295
–
April 2026
Long‑Term Incentive Plan
Exercisable
nil cost
5
7
April 2027
Long‑Term Incentive Plan
Exercisable
nil cost
4
19
May/July 2028
Long‑Term Incentive Plan
Exercisable
nil cost
6
43
May 2029
Long‑Term Incentive Plan
Exercisable
nil cost
90
114
May 2031
Long‑Term Incentive Plan
Exercisable
nil cost
–
6
May 2032
Long‑Term Incentive Plan
Exercisable
nil cost
20
326
May 2033
Long‑Term Incentive Plan
Not exercisable
nil cost
720
736
May 2034
Long‑Term Incentive Plan
Not exercisable
nil cost
749
787
May 2035
Long‑Term Incentive Plan
Not exercisable
nil cost
934
–
Total
3,676
3,304
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 184Overview Strategic Report Governance Financial Statements
25. Share-based payment continued
The fair value of options granted during 2025 determined using the Black–Scholes valuation model ranged from 714p to 934p per option. The significant inputs into the
model were the exercise price shown above, volatility of 31% based on a comparison of similar listed companies, dividend yield of 7.01%, an expected option life of 3.0 years,
and an annual risk‑free interest rate of 3.21–3.85%. See note 8 for the total expense recognised in the consolidated income statement for share options granted to Directors
and employees.
26. Disposal of subsidiaries
During the period, the Group disposed of two subsidiaries:
Foods Connected Limited (“FCL”)
On 18 September 2025, the Group disposed of its 65% interest in FCL to Alimenta Bidco Ltd (“Bidco”) for a total consideration comprising of £21.8m cash and £24.3m of equity
instruments in Alimenta Topco Ltd (“Topco”), resulting from same‑day issuance and conversion of rollover loan notes. The disposal was structured as a single transaction
involving a series of put and call options exercises within the Alimenta Group.
Following the disposal of FCL, the Group holds an investment in Topco representing 24.0% of the ordinary equity and 26.3% on a fully diluted basis, together with board
representation and voting rights, and ultimately indirectly retains a 26.3% interest in the FCL business. The Group therefore exercises significant influence and accounts for the
investment as an associate using the equity method, disclosed in note 16.
Fairfax Meadow Europe Limited (“FFM”)
On 28 September 2025, the Group disposed of its 100% interest in FFM for gross cash consideration of £54.4m.
The impact of FFM on the Group’s results in the current and prior years is disclosed in note 17.
The gain on disposal of FFM is included in the profit for the period from discontinued operations (see note 17).
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 185Overview Strategic Report Governance Financial Statements
26. Disposal of subsidiaries continued
The assets and liabilities derecognised at the date of disposal for both FFM and FCL were as follows:
Foods Fairfax Meadow
Connected Ltd Europe Limited
Disposal of subsidiaries £’m £’m
Property, plant and equipment
0.1
9.9
Intangible assets
16.1
6.6
Right‑of‑use assets
0.2
5.7
Inventories
–
12.8
Trade and other receivables
2.9
16.0
Current tax assets
0.4
–
Cash and cash equivalents
0.1
0.3
Lease liabilities
(0.2)
(6.0)
Provisions
–
(1.1)
Deferred tax liability
(1.2)
(2.7)
Current tax liability
–
(2.3)
Trade payables
(12.3)
(20.1)
Attributable goodwill
3.3
3.7
Non‑controlling interest
(3.9)
–
Net assets disposed of
5.5
22.8
Gain on disposal
35.5
31.0
Total consideration, net of transaction costs
41.0
53.8
Satisfied by:
Cash and cash equivalents, net of transaction costs
16.7
53.8
Non‑cash consideration
24.3
–
Total consideration transferred
41.0
53.8
Cash flows from disposal:
Consideration received in cash and cash equivalents, net of transaction costs
16.7
53.8
Less: cash and cash equivalents disposed of
(0.1)
(0.3)
16.6
53.5
There were no disposals of subsidiaries made in 2024.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 186Overview Strategic Report Governance Financial Statements
27. Derivative financial instruments
Foreign exchange risk management and hedging strategy
To manage foreign exchange risk, the Group enters into foreign exchange forward contracts. The Group does not engage in speculative trading and does not use derivative
instruments for trading or for purposes other than risk management.
Foreign exchange forward contracts are designated as cash flow hedges of highly probable forecast transactions, comprising forecast purchases of inventory, forecast sales
to customers and forecast intercompany payments denominated in foreign currencies. The hedged risk is the variability in cash flows attributable to changes in foreign
exchange rates.
The Group typically hedges forecast purchases, forecast sales and forecast intercompany payments over periods that are consistent with its rolling procurement, sales
forecasting, budgeting and intercompany settlement processes.
Hedging instruments and hedge designation
Foreign exchange forward contracts are designated as hedging instruments in cash flow hedge relationships. The critical terms of the forward contracts, including the foreign
currency, notional amount and timing of settlement, are aligned with those of the forecast purchases and forecast sales being hedged.
Hedge effectiveness is assessed by evaluating whether an economic relationship exists between the hedged items and the hedging instruments and whether changes in
the cash flows of the forward contracts are expected to offset changes in the cash flows attributable to the hedged foreign exchange risk. The Group uses a hedge ratio of 1:1,
whereby the notional amount of the hedging instrument matches that of the forecast exposure.
Potential sources of hedge ineffectiveness include differences in the timing of cash flows and changes in forecast volumes. No significant hedge ineffectiveness has been
identified during the period.
Risk component identification
For the purposes of hedge accounting, the Group designates foreign exchange risk as a separately identifiable and reliably measurable risk component of its highly probable
forecast purchases of inventory, forecast sales to customers and forecast intercompany payments denominated in foreign currency.
The foreign exchange risk component arises because the forecast transactions are denominated in currencies that are different from the Group’s functional currency.
Changes in foreign exchange rates, therefore, affect the amount of cash flows the Group ultimately pays or receives, while other components of the forecast transactions,
such as volume and pricing risk, are not designated as hedged risks.
Foreign exchange risk typically represents a significant proportion of the variability in the cash flows of the forecast transactions, and changes in exchange rates are, therefore,
a key driver of variability in the total cash flows associated with those transactions.
Accounting treatment and basis adjustment
The effective portion of changes in the fair value of foreign exchange forward contracts designated as cash flow hedges is recognised in consolidated statement
of comprehensive income and accumulated in the cash flow hedge reserve.
Where a hedged forecast transaction results in the recognition of a non‑financial asset, such as inventory, the amount accumulated in the cash flow hedge reserve that relates
to the hedging relationship is removed from equity and included directly in the initial carrying amount of the asset as a basis adjustment, in accordance with IFRS 9.
Where a hedged forecast transaction relates to a forecast sale, the amounts accumulated in the cash flow hedge reserve are reclassified to consolidated income statement
in the same period or periods in which the forecast sale affects consolidated income statement.
Amounts recognised in the cash flow hedge reserve remain in equity where the related forecast transaction has not yet occurred at the reporting date.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 187Overview Strategic Report Governance Financial Statements
27. Derivative financial instruments continued
Notional amounts and maturity profile
The table below shows the nominal amounts of foreign exchange forward contracts designated as cash flow hedges at the reporting date and their expected maturity profile.
The nominal amounts represent the gross amounts of foreign currency to be exchanged under the contracts.
Currency
< 3 months
3–6 months
6–12 months
AUD
0.3
1.4
–
CAD
125.9
–
–
GBP
2.0
2.3
–
NOK
213.0
480.0
490.0
USD
28.1
3.6
15.0
The weighted average forward exchange rates of the outstanding forward contracts at the reporting date were as follows:
Weighted-average
Currency forward rate
AUD
2.050
CAD
1.730
GBP
0.979
NOK
13.571
USD
1.345
Forecast transactions not expected to occur
There was no forecast transactions previously designated as hedged items that are no longer expected to occur.
Carrying amounts of hedging instruments
The carrying amounts of derivative financial instruments designated as cash flow hedges at the reporting date were as follows:
Assets Liabilities
£’m £’m
Derivatives financial instruments
1.7
1.0
Cash flow hedge reserve and movements
The movements in the cash flow hedge reserve during the period were as follows:
Currency
£’m
Opening balance
(3.0)
Effective portion recognised in statement of comprehensive income
6.3
Amount reclassified from cash flow hedge reserve due to hedged item affecting profit or loss
(3.9)
Amounts reclassified to inventory
1.3
Closing balance
0.7
At 28 December 2025, the cash flow hedge reserve comprised amounts relating to forecast purchases that are expected to occur in the subsequent financial period.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 188Overview Strategic Report Governance Financial Statements
27. Derivative financial instruments continued
Impact on consolidated income statement and other comprehensive income
The following amounts were recognised in relation to cash flow hedges during the period:
▶ £6.3m related to gains and losses on hedging instruments recognised in consolidated statement of comprehensive income; and
▶ £1.3m reclassified from the cash flow hedge reserve to inventory as basis adjustments.
▶ (£3.9m) reclassified from the cash flow hedge reserve dye to hedged items affecting profit or loss.
No hedge ineffectiveness was recognised in consolidated income statement during the period.
28. Cash generated from operations
2025 2024
Group £’m £’m
Profit before income tax
Continuing operations
56.1
57.4
Discontinued operations
33.5
3.6
Profit before income tax including discontinued operations
89.6
61.0
Finance costs – net
34.4
37.8
Operating profit including discontinued operations
124.0
98.8
Adjustments for non‑cash items:
Share of post‑tax profits of joint venture
(0.4)
(0.4)
Depreciation of property, plant and equipment
47.1
47.1
Depreciation of leased assets
20.6
20.8
Impairment of intangible asset
–
9.8
Insurance proceeds adjustments for property, plant, and equipment
–
(13.2)
Amortisation of intangible assets
9.5
10.6
Gain on disposal of subsidiaries
(66.5)
–
Loss on disposal of property, plant and equipment
2.4
0.1
Adjustment in respect of employee share schemes
0.4
2.0
Movement in inventories
(52.2)
(18.0)
Movement in trade and other receivables
(33.8)
24.2
Movement in trade and other payables
63.8
(7.0)
Net exchange differences
9.3
9.0
Cash generated from operations
124.2
183.8
The Company has no operating cash flows.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 189Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
29. 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.
2025 2024
Group £’m £’m
Cash and cash equivalents
150.5
111.9
Borrowings (including overdrafts)
(277.2)
(243.3)
Net bank debt
(126.7)
(131.4)
Lease liabilities
(198.1)
(206.0)
Net debt
(324.8)
(337.4)
Borrowings
Cash/other (including
financial assets overdrafts) Net bank debt Lease liabilities Net debt
Net debt reconciliation £’m £’m £’m £’m £’m
1 January 2024
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
29 December 2024
111.9
(243.3)
(131.4)
(206.0)
(337.4)
Cash flows
35.6
(36.1)
(0.5)
19.0
18.5
Lease additions
–
–
–
(17.2)
(17.2)
Exchange adjustments
3.0
2.2
5.2
6.1
11.3
28 December 2025
150.5
(277.2)
(126.7)
(198.1)
(324.8)
Hilton Food Group plc Annual Report & Financial Statements 2025 190Overview Strategic Report Governance Financial Statements
30. Guarantees and commitments
Capital commitments
Capital expenditure contracted for, at the balance sheet date, but not yet incurred is as follows:
Group
Company
2025 2024 2025 2024
£’m £’m £’m £’m
Property, plant and equipment
21.8
14.7
–
–
In addition, the Group has a bank guarantee of £3.7m (2024: £3.7m) in place as a security for its lease commitments in New Zealand effective up to 2024, with the guarantee
expiring in 2046.
Exemption from audit by parent company guarantee
The following wholly owned subsidiaries of the Company are covered by a guarantee provided by Hilton Food Group plc and are consequently entitled to an exemption under
Section 479A from the requirement of the Act relating to the audit of individual accounts. Under this guarantee, the Group will guarantee all outstanding liabilities of these
entities. The Group has deemed it not practical to quantify the possible outflow and no liability is expected to arise under the guarantee. The entities covered by this guarantee
are disclosed overleaf.
Name of subsidiary
Company number
Hilton Foods Asia Pacific Limited
08298339
Hilton Food Group (Europe) Limited
NI043899
31. Post balance sheet events
In February 2026, the Group completed the refinancing of its banking facilities, increasing total committed facilities to £450.0m from £408.0m previously (which comprised
a £290.0m RCF and £118.0m term loans). The new structure consolidates these into a single multicurrency revolving credit facility, removing term loan amortisation and
enhancing liquidity and flexibility. The facility has a five‑year term with two one‑year extension options. Financial covenants remain broadly consistent.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 191Overview Strategic Report Governance Financial Statements
32. 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:
2025 2024
Group Sales £’m £’m
Sohi Meat Solutions Distribuicao de Carnes SA – fees for services
2.2
3.7
Sohi Meat Solutions Distribuicao de Carnes SA – recharge of joint venture costs
0.6
0.7
2025 2024
Group Purchases £’m £’m
Agito Holdings Limited
26.6
9.2
Amounts owing from related parties at the period end were as follows:
Owed from related parties
2025 2024
Group £’m £’m
Agito Holdings Limited
2.6
3.0
Sohi Meat Solutions Distribuicao de Carnes SA
2.1
3.9
NADEC Hilton Limited
0.5
–
Cellular Agriculture Ltd
5.1
–
10.3
6.9
Amounts owing to related parties at the period end were as follows:
Owed to related parties
2025 2024
Group £’m £’m
Agito Holdings Limited
0.5
1.0
Sohi Meat Solutions Distribuicao de Carnes SA
–
0.5
0.5
1.5
Amounts owed from and to related parties are unsecured, interest free and repayable on demand.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 192Overview Strategic Report Governance Financial Statements
33. Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
2025
2024
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
–
150.5
150.5
–
111.9
111.9
Derivative financial assets
1.7
–
1.7
0.1
–
0.1
Trade and other receivables
–
234.9
234.9
–
224.3
224.3
1.7
385.4
387.1
0.1
336.2
336.3
2025
2024
Financial Liabilities Financial Liabilities Financial Liabilities Financial Liabilities
at Fair Value at Amortised Cost Total at Fair Value at Amortised Cost Total
Group £’m £’m £’m £’m £’m £’m
Liabilities
Trade and other payables
–
486.4
486.4
–
440.6
440.6
Derivative financial liabilities
1.0
–
1.0
3.1
–
3.1
Borrowings
–
277.2
277.2
–
243.3
243.3
Lease liabilities
–
198.1
198.1
–
206.0
206.0
1.0
961.7
962.7
3.1
889.9
893.0
Amounts owed to the Company by Group undertakings of £10.3m (2024: £8.7m) are classified as ‘financial assets at amortised cost’ short‑term loan.
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 193Overview Strategic Report Governance Financial Statements
34. 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.
52 weeks ended 28 December 2025 52 weeks ended 29 December 2024
£’m £’m
Continuing Discontinued Continuing Discontinued
operations
operations
Total
operations
operations
Total
Revenue
4,214.6
131.7
4,346.3
3,821.4
166.9
3,988.3
Operating profit
90.2
33.8
124.0
94.9
3.9
98.8
Add back: IFRS 16 depreciation and impairment
19.4
1.2
20.6
19.0
1.6
20.6
Less: IAS 17 lease accounting
(24.1)
(1.3)
(25.4)
(22.8)
(2.0)
(24.8)
Add back: Amortisation of acquired intangibles and fair value adjustments
7.4
1.3
8.7
7.7
1.8
9.5
Add back: Share of loss from Alimenta
1
0.7
–
0.7
–
–
–
Other adjusting/exceptional items:
Gain on disposal of subsidiaries
2
(35.5)
(31.0)
(66.5)
–
–
–
Foppen inventory write‑off and operational disruption
3
27.6
–
27.6
–
–
–
Strategic project and transformation costs
4
4.6
–
4.6
–
–
–
Restructuring costs
5
4.8
0.2
5.0
3.9
0.3
4.2
Costs related to the Belgium fire
–
–
–
(0.6)
–
(0.6)
Insurance proceeds
–
–
–
(13.2)
–
(13.2)
Impairment
–
–
–
10.2
–
10.2
Adjusting/exceptional items
4.9
(29.6)
(24.7)
4.2
1.7
5.9
Adjusted operating profit
95.1
4.2
99.3
99.1
5.6
104.7
Notes to the financial statements
continued
Hilton Food Group plc Annual Report & Financial Statements 2025 194Overview Strategic Report Governance Financial Statements
52 weeks ended 28 December 2025 52 weeks ended 29 December 2024
£’m £’m
Continuing Discontinued Continuing Discontinued
operations
operations
Total
operations
operations
Total
Profit before income tax
56.1
33.5
89.6
57.4
3.6
61.0
Adjustment to operating profit as above
4.9
(29.6)
(24.7)
4.2
1.7
5.9
Add back: IFRS 16 interest
7.5
0.3
7.8
8.3
0.3
8.6
Other adjusting/exceptional items:
Foppen inventory write‑off and operational disruption
3
0.5
–
0.5
–
–
–
Costs relating to the Belgium fire
–
–
–
0.6
–
0.6
Adjusting/exceptional items
12.9
(29.3)
(16.4)
13.1
2.0
15.1
Adjusted PBT
69.0
4.2
73.2
70.5
5.6
76.1
Profit attributable to shareholders
46.4
32.5
78.9
36.9
2.4
39.3
Adjustments to PBT
12.9
(29.3)
(16.4)
13.1
2.0
15.1
Tax effect of adjustments to PBT
(11.9)
(0.3)
(12.2)
1.0
(0.5)
0.5
Impact on non‑controlling interest of adjustments to PBT
–
–
–
(0.2)
–
(0.2)
Adjusting/exceptional items
1.0
(29.6)
(28.6)
13.9
1.5
15.4
Adjusted profit attributable to members of the parent
47.4
2.9
50.3
50.8
3.9
54.7
Adjusted earnings per share
Basic
52.7
3.2
56.0
56.6
4.3
61.0
Diluted
52.4
3.2
55.7
56.1
4.3
60.4
Notes to the financial statements
continued
34. Alternative Performance Measures continued
Hilton Food Group plc Annual Report & Financial Statements 2025 195Overview Strategic Report Governance Financial Statements
52 weeks ended 28 December 2025 52 weeks ended 29 December 2024
£’m £’m
Continuing Discontinued Continuing Discontinued
operations
operations
Total
operations
operations
Total
Operating profit
90.2
33.8
124.0
94.9
3.9
98.8
Add back:
Depreciation, amortisation and impairment from continuing operations
74.4
2.9
77.3
84.3
4.0
88.3
EBITDA
164.6
36.7
201.3
179
7.9
187.1
Add back: IFRS 16 lease accounting
–
–
–
(0.1)
–
(0.1)
Less: IAS 17 lease accounting
(24.1)
(1.3)
(25.4)
(22.8)
(2.0)
(24.8)
Add back: Share of loss from Alimenta
1
0.7
–
0.7
–
–
–
Other adjusting/exceptional items:
Profit from disposal of a subsidiaries
2
(35.5)
(31.0)
(66.5)
–
–
–
Foppen inventory write‑off and operational disruption
3
27.6
–
27.6
–
–
–
Strategic project and transformation costs
4
4.6
–
4.6
–
–
–
Restructuring costs
5
4.8
0.2
5.0
3.9
0.3
4.2
Costs related to the Belgium fire
–
–
–
(0.6)
–
(0.6)
Insurance proceeds
–
–
–
(13.2)
–
(13.2)
Adjusting/exceptional items
(21.9)
(32.1)
(54.0)
(32.8)
(1.7)
(34.5)
Adjusted EBITDA
142.7
4.6
147.3
146.4
6.2
152.6
Notes to the financial statements
continued
34. Alternative Performance Measures continued
Hilton Food Group plc Annual Report & Financial Statements 2025 196Overview Strategic Report Governance Financial Statements
52 weeks ended 52 weeks ended
28 December 2025 29 December 2024
£’m £’m
Net cash generated from operating activities
68.2
124.5
Net cash used in investing activities
(14.6)
(62.3)
Free cash flow
53.6
62.2
Add back:
Cash on disposal of discontinued operation
(53.5)
–
Cash on disposal of subsidiary
(16.6)
–
Cash on disposal of PPE
(9.7)
–
Other investments
–
4.4
Dividends received from joint venture
(0.7)
(0.6)
Belgium fire
–
(0.6)
Belgium fire interest
–
0.6
Insurance proceeds
–
(13.2)
Foppen inventory write‑off and operational disruption
9.3
–
Strategic project and transformation costs
4.6
–
Restructuring costs
5.0
4.2
Less IAS 17 lease accounting
(25.5)
(24.8)
IFRS 16 interest
7.8
8.6
IFRS 16 working capital adjustment
(1.1)
(1.1)
Adjusting/exceptional items
(80.4)
(22.5)
(26.8)
39.7
Add back: Canada growth capex
29.6
5.7
Add back: Canada payment to acquire leasehold property
19.1
–
Adjusted free cash flow
21.9
45.4
Notes to the financial statements
continued
34. Alternative Performance Measures continued
Hilton Food Group plc Annual Report & Financial Statements 2025 197Overview Strategic Report Governance Financial Statements
52 weeks ended 52 weeks ended
28 December 29 December
2025 2024
£’m £’m
Total equity
372.2
316.8
Add back:
Net debt
126.7
131.4
Lease liabilities
198.1
206.0
Right‑of‑use assets
(163.8)
(172.8)
Deferred tax, net
(21.2)
(7.4)
Derivatives financial assets, net
(0.7)
3.0
Capital employed
511.3
477.0
Average capital employed
494.2
481.6
Adjusted operating profit
99.3
104.7
Return on capital employed (%)
20.1
21.7
Segmental operating profit/(loss) reconciles to adjusted segmental operating profit/(loss) as follows:
UK&I Europe APAC Central Total
52 weeks ended 28 December 2025 £’m £’m £’m £’m £’m
Operating profit
34.0
8.9
32.6
14.7
90.2
Operating profit from discontinued operations
2.8
–
–
31.0
33.8
Total operating profit
36.8
8.9
32.6
45.7
124.0
Operating profit
34.0
8.9
32.6
14.7
90.2
Add back: IFRS 16 depreciation and impairment
2.2
7.2
9.7
0.3
19.4
Less: IAS 17 lease accounting
(3.1)
(7.9)
(12.8)
(0.3)
(24.1)
Add back: Amortisation of acquired intangibles and fair value
adjustments
3.1
4.3
–
–
7.4
Share of loss from Alimenta
1
0.7
–
–
–
0.7
Other adjusting/exceptional items:
Gain on disposal of subsidiaries
2
–
–
–
(35.5)
(35.5)
Foppen inventory write-off and operational disruption
3
–
27.6
–
–
27.6
Strategic project and transformation costs
4
–
1.5
0.2
2.9
4.6
Restructuring costs
5
0.6
1.4
–
2.8
4.8
Adjusting/exceptional items from continuing operations
3.5
34.1
(2.9)
(29.8)
4.9
Adjusted operating profit/(loss) from continuing operations
37.5
43.0
29.7
(15.1)
95.1
Adjusted operating profit from discontinued operations
4.2
–
–
–
4.2
Adjusted total operating profit/(loss)
41.7
43.0
29.7
(15.1)
99.3
Notes to the financial statements
continued
34. Alternative Performance Measures continued
Hilton Food Group plc Annual Report & Financial Statements 2025 198Overview Strategic Report Governance Financial Statements
Notes to the financial statements
continued
UK&I Europe APAC Central Total
52 weeks ended 29 December 2024 £’m £’m £’m £’m £’m
Operating profit
40.6
37.9
33.3
(16.9)
94.9
Operating profit from discontinued operations
3.9
–
–
–
3.9
Total operating profit
44.5
37.9
33.3
(16.9)
98.8
Operating profit
40.6
37.9
33.3
(16.9)
94.9
Add back: IFRS 16 depreciation
1.9
6.5
10.5
0.1
19.0
Less: IAS 17 lease accounting
(1.2)
(7.5)
(14.0)
(0.1)
(22.8)
Add back: Amortisation of acquired intangibles and fair value adjustments
3.3
4.4
–
–
7.7
Costs related to the Belgium fire
–
(0.6)
–
–
(0.6)
Insurance proceeds
–
(13.2)
–
–
(13.2)
Restructuring costs
0.7
3.1
–
0.1
3.9
Impairment
–
10.2
–
–
10.2
Adjusting/exceptional items from continuing operations
4.7
2.9
(3.5)
0.1
4.2
Adjusted operating profit/(loss) from continuing operations
45.3
40.8
29.8
(16.8)
99.1
Adjusted operating profit from discontinued operations
5.6
–
–
–
5.6
Adjusted total operating profit/(loss)
50.9
40.8
29.8
(16.8)
104.7
Other adjusting/exceptional items
1 Share of loss of Alimenta
This represents the Group’s share of losses recognised in the period in Alimenta Topco Limited (“Alimenta”), its associate. The loss relates primarily to the acquisition of Foods
Connected Limited (“FCL”) by Alimenta and the associated immediate post completion effects. These items are adjusting/exceptional and transaction specific, are not
reflective of the underlying performance of the Group’s continuing operations, and have therefore been adjusted for within the Group’s Alternative Performance Measures.
2 Gain on Disposal of Subsidiaries
i) Foods Connected Limited
During the period, as part of a transaction to secure external investment into FCL, the Group completed the disposal of FCL.
The Group disposed of its 65% interest in Foods Connected, receiving total consideration comprising £21.8 million in cash and £24.3 million in equity instruments in
the acquiring entity with the Group ultimately retaining, an indirect, 26.3% interest in Foods Connected. Transaction costs of £5.1 million were incurred on the disposal,
resulting in net consideration of £41.0 million The transaction resulted in a gain on disposal £35.5 million, recognised as an adjusting/exceptional item within its alternative
performance measures.
ii) Fairfax Meadow Europe Limited (“FFM”)
During the period, the Group completed the disposal of FFM which formed part of the Group’s strategic review to focus on core protein and technology capabilities.
The Group disposed of its entire 100% interest in FFM for gross cash consideration of £54.4 million. Transaction costs of £0.6 million were incurred on the disposal, resulting
in net consideration of £53.8 million. The transaction resulted in a gain on disposal of £31.0 million, recognised as an adjusting/exceptional item within its alternative
performance measure.
These gains on disposal of subsidiaries are considered to be an adjusting/exceptional item due to their size, nature, and one off occurrence, and because it relates to strategic
divestments outside the Group’s normal trading activities.
Hilton Food Group plc Annual Report & Financial Statements 2025 199Overview Strategic Report Governance Financial Statements
3 Foppen Inventory Write-off and Operational Disruption
During the period, the Group recognised £28.1m (2024: £nil) of adjusting/exceptional items in respect of a contamination and related regulatory event within the Group’s Hilton
Seafood Holland B.v. which trades under the name of Foppen.
Following the identification of Listeria monocytogenes in certain products, enhanced regulatory controls in the United States led to shipment suspensions and restrictions
on the release or re‑entry of inventory. In order to maintain continuity of supply to key customers, certain production activities were temporarily relocated from Greece to the
Netherlands. Management concluded that a significant portion of affected inventory had no recoverable value and that material incremental costs were incurred in managing
the disruption.
The charge comprises:
▶ £18.4m relating to the impairment of inventory subject to regulatory restriction or destruction and associated directly attributable costs
▶ £3.9m of production inefficiencies and site‑related costs arising from the temporary relocation of production from Greece to the Netherlands
▶ £5.8m of other incremental costs, comprising £3.6m of additional freight and logistics costs (including air freight and sea freight), £1.2m of incremental regulatory‑driven
testing and quality assurance expenditure, £0.5m of additional financing costs arising from extended inventory holding periods, and £0.5m of temporary mitigation
measures and external advisory support incurred as a direct consequence of the event.
The Group has separately disclosed these amounts as adjusting/exceptional items due to their size, nature and incidence. The costs arise from a discrete contamination and
regulatory intervention, are unusual in scale, and are not considered reflective of the Group’s underlying trading performance. The charges are included within profit before
income tax in the statutory consolidated income statement and are excluded from adjusted operating profit as defined within the Group’s Alternative Performance Measures.
4 Strategic Projects and Transformation Costs
i) Strategic Projects
The Group incurred £1.7m (2024: £nil) of adjusting/exceptional costs relating to two strategic investment initiatives that did not progress. These included internal labour and
associated expenses on development work for a potential customer project, as well as the write off of project costs linked to planned facility investments that will no longer
proceed, partly offset by compensation receivable from a strategic partner.
ii) Transformation Costs
During the period, the Group commenced an organisation wide transformation programme designed to strengthen operational capability and ensure long term
competitiveness. The program is a multi‑year change initiative focused on redesigning ways of working, improving connectivity across OpCos, removing inefficiencies, and
enabling the Group to operate as a more integrated, agile organisation.
The programme supports the Group’s strategic ambitions, including enhanced growth, margin improvement, and simplification of core processes. Costs of £2.9m (2024: £nil)
were recognised as adjusting/exceptional items in the period, reflecting non‑recurring expenditure on programme design, change management activities, external support,
and transitional operating costs. These costs are considered adjusting/exceptional due to the scale and transformational nature of the initiative, which sits outside the Group’s
normal operating activities.
5 Reorganisation/Restructuring Costs
During the period, other adjusting/exceptional reorganisation costs of £5.0m (2024: £4.2m) have been recognised by the Group. These costs consist of ongoing efficiency and
restructuring programs resulting in redundancies at a number of facilities operated by the Group.
Notes to the financial statements
continued
34. Alternative Performance Measures continued
Hilton Food Group plc Annual Report & Financial Statements 2025 200Overview Strategic Report Governance Financial Statements
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 2025 52 weeks
average exchange rates to local currency reported results for the current and prior periods. This gives a GBP denominated Consolidated
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 adjusting/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/exceptional items. Adjusting measures are reconciled to statutory measures by removing
adjusting items, the nature of which are disclosed in note 34.
Effective adjusted tax rate The income tax charge for the Group excluding adjusting tax items, and the tax impact of adjusting/exceptional 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
Hilton Food Group plc Annual Report & Financial Statements 2025 201Overview Strategic Report Governance Financial Statements
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