Samworth Brothers (Holdings) Limited - Limited company accounts 25.1

Page

Company Information

Group Strategic Report

Report of the Directors

Independent Auditors' Report

Consolidated Income Statement

Consolidated Other Comprehensive Income

Consolidated Balance Sheet

Company Balance Sheet

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to the Consolidated Financial Statements

DIRECTORS:

M C C Samworth *+ (Chairman)

W B Kendall DL *+

H R Ryopponen *+

A V Richards *+

C M T Pronto-Hussey *+

S J P Wookey (Cheif Executive Officer)

* Member of the Audit Committee

+ Member of the Remuneration Committee

SECRETARY:

S Kaushal LLB (HONS)

REGISTERED OFFICE:

Chetwode House

1 Samworth Way

Melton Mowbray

Leicestershire

LE13 1GA

REGISTERED NUMBER:

00409738 (England and Wales)

SENIOR STATUTORY AUDITOR:

Laurie Hannant BDO LLP

INDEPENDENT AUDITORS:

BDO LLP

Water Court, Ground Floor - Suite B

116-118 Canal Street

Nottingham

NG1 7HF

BANKERS:

HSBC Bank PLC

130 New Street, Birmingham, B2 4JU

National Westminster Bank PLC

Pynes Hill, Exeter, Devon, EX2 5FD

Lloyds Bank PLC

10 Gresham Street, London, EC2V 7AE

BUSINESS OVERVIEW

Samworth Brothers (Holdings) Limited ('the Group') is a leading food company, manufacturing high quality, chilled and branded food products delivered with excellent standards of customer service. Our strong reputation has allowed the Group to build up an enviable position, supplying all the major grocery retailers in the UK and Ireland, as well as a range of national operators across the quick-service restaurant, food service and convenience sectors. Further details are available at www.samworthbrothers.co.uk.

REVIEW OF BUSINESS PERFORMANCE AND KEY PERFORMANCE INDICATORS

Revenue

Group revenue increased by 8.0% to £1,824m. The increase was due to a combination of new business wins, underlying volume growth and selling price increases. We have recorded volume growth in all our core categories and have benefitted from annualisation of new business secured last year. Innovation was an important lever for growth; we launched many new products for our customers and won a range of awards during the year, including 34 awards at the British Pie Awards in March 2025 and several awards at the Quality Food Awards in November 2025. Selling prices increased as we faced significant cost inflation, particularly following the Government's decision to increase Employers National Insurance and the National Living Wage.

Operating profit and EBITDA

Gross margin was 18.3%, which is unchanged from last year. We experienced input cost inflation, particularly in protein where beef, chicken and pork prices all increased in the year. Labour costs also increased due to the impact of the National Insurance and National Living Wage noted above. We increased selling prices to offset some of this significant inflation but have worked hard to mitigate our rising costs through operational efficiencies and product reformulation to keep prices low for our customers.

Operating profit before non-recurring costs was £65.6m (2024: £61.6m) and adjusted EBITDA (operating profit before non-recurring costs, depreciation and amortisation) £121.5m (2024: £118.1m). The primary driver of the increase was the higher volume, which was ahead of the overall grocery market, but we have also benefitted from modest operational leverage, mainly due to focus on overheads and reduced discretionary spend. Operating profit margin (operating profit before non-recurring costs divided by revenue) is 3.6% (2024:3.6%).

Non-recurring costs and other income

Non-recurring costs were £26.7m (2024: £17.5m). In August 2025, we announced the closure of the Avonmouth site at Real Wrap Co. Limited, a subsidiary of the Group. Unfortunately, the site recorded significant losses in the last two years and with no prospect of a return to profitability in the near future, the site was closed at the end of September. Closure costs of £14.7m were incurred, which included a partial goodwill impairment, fixed asset impairments, redundancy costs and property exit costs. We also recorded an impairment of a minority investment of £2.5m this year.

Additionally, during the year, the Pension Scheme Trustee and the Company concluded that a Deed dating back to the 1990's did not have its intended effect and retirement ages for men and women were not equalised between 1990 and 1999. A past service cost of £9.5m has been recognised, which has been recorded as a non-recurring cost.

In the prior year, non-recurring costs of £15.4m were incurred for an impairment of the remaining goodwill and partial impairment of fixed assets in Higgidy. Non-recurring costs of £0.8m were also incurred last year relating to closure of our plant-based bakery, Revolution Kitchen, in 2023 along with a £1.3m impairment of a minority investment.

Cash generation and deployment

Underlying cash generation has continued to be strong, with cash from operations of £112.7m (2024: £97.0m) despite a net working capital outflow. Stock has increased from £39.5m to £45.8m with the increase due to a combination of material cost inflation, higher volume and a tactical decision to hold more stock in certain categories to take advantage of favourable input prices. Trade and other debtors have increased at a faster rate than revenue as debtor days have increased during the year, though this has been partially offset by an increase in creditor days.

Capital expenditure on tangible fixed assets, including assets purchased under finance leases and hire purchase arrangements, was £73.0m (2024: £84.0m), which was still higher than depreciation but is lower than the record high last year. The capital spend was spread across our businesses but was most concentrated in Cornwall, where we have continued to transform our Savoury Pastry branded and own label offering. Other notable capital projects include completion of the Food To Go bakery expansion at Ashton Green, investment in automation within our Food To Go operations and vehicle investments in our distribution business.

The combination of the above has led to an increase in the Group's net debt of £13.5m (2024: increase of £33.0m) to £203.5m at the end of 2025. The Group has continued to operate comfortably inside our covenants and we maintain significant liquidity headroom, with £150m drawn from a total £190m available on our multi-currency revolving credit facility at the end of the year.

Other performance indicators

In addition to monitoring our financial performance, the Directors also monitor several non-financial key performance indicators (KPIs). The most important of these are adherence to food safety regulations, quality and technical standards. The health and safety of our colleagues is paramount across the Group, and we make extensive efforts to train and develop all our colleagues on our health and safety standards, which have improved when compared with the previous year. Other non-financial KPIs centre on the measurement of environmental impact, colleague engagement, the diversity of our workforce, our social impact and a range of other areas across the Group. Performance against the Group's environmental KPIs are included later in this report.

Summary

2025 has been a successful year. We have increased volume in our core categories through a combination of new business wins and continued innovation as we adapt to evolving consumer trends. We have navigated increasing cost inflation and have improved operational leverage through a focus on the cost base and reduction in discretionary spend. We have advanced our automation agenda, which has improved our labour efficiency and are well placed to increase our gross and operating profit margins next year. In parallel, we have continued to invest in our operations, albeit with the rate of spend now reducing vs the 2024 peak, as we progress through a number of sizeable programmes.

Looking ahead, the Group will need to continue to evolve as we navigate changes in the competitive landscape, continued inflation and geo-political uncertainty. We will continue to invest in the business in 2026, and we maintain our passion to be a long-term force for good, doing 'good things with great food'. In support of these aims, we take pride in running a sustainable and successful business and continue to allocate significant resources to support the various groups of stakeholders we interact with as a business.

Stakeholder relationships and engagement

The Group has adopted the Wates Corporate Governance Principles, using this framework to demonstrate how the Board makes decisions for the long-term success of the Group and its stakeholders, whilst also meeting the requirements of Section 172 of the Companies Act 2006 and The Companies (Miscellaneous reporting) Regulations 2018. In doing so, we reiterate our long-standing support for the words of Sir James Wates, that 'good business, well done, is a force for good in society'.

Samworth Brothers' purpose statement is that 'We do good things with great food', and our company-wide values are 'We are a family;', 'We take pride' and 'We make things happen'. This purpose underpins our approach to what we term our responsible business agenda. Throughout 2025 we have continued to act on our priority areas. We publish progress against our plan annually and full details can be found in our Making Good Things Happen disclosure tables through our website at www.samworthbrothers.co.uk/sustainability.

We have set out below a summary of our efforts to maintain constructive relationships and on-going engagement with each of our stakeholder groups, as well as how we continue to engage with them on key decisions where appropriate.

Colleagues

Our colleagues, part of a diverse and experienced workforce, are our greatest asset and we are committed to helping them unlock their potential. Most important of all is the need to ensure we keep our colleagues, our visitors, and members of the public safe as they go about their work and daily activities. It is a fundamental part of our values and how we do business within the Group, as well as how we work in partnership with our suppliers. More broadly, by continuing to operate a successful business, we provide opportunities for all our colleagues to grow, improve their prospects and achieve their full potential. Committed to providing good places to work and to offering development and progression opportunities to our people, we maintain a progressive pay and benefits package which includes good pension arrangements, excellent restaurant facilities and a retail discount scheme.

The Group is also committed to providing equal opportunities to all individuals within its businesses, through recruitment, training and career development. Applications for employment by disabled persons are always fully considered, and in the event of a colleague becoming disabled, every effort is made to ensure that their employment with the Group continues, and that appropriate support and training is arranged. Similarly, we also ensure that training, career development and promotion of disabled persons is, as far as possible, identical to that of other colleagues across the Group.

Communities

At Samworth Brothers, our approach to Sustainability reflects our long-term commitment to creating positive, sustainable change in the communities where we operate. We aim to leave the world in a better state for future generations, and our community activity is an important part of how we deliver on that ambition.

Through donations, volunteering and a wide range of community projects, we support local initiatives and disadvantaged groups. Our work includes partnering with schools and colleges to encourage young people to explore careers in the food and drink industry, as well as providing mentoring on interview techniques and CV writing through local organisations.

We continue to develop programmes that respond to local needs and strengthen community resilience. In 2025, this included extensive colleague volunteering across our sites and our flagship Big Build project, which brought teams together to deliver significant improvements for a community organisation in need.

Further detail on our Sustainability activity can be found at www.samworthbrothers.co.uk/sustainability.

Consumers

Our consumers are the ultimate end user of our products, and it is critical that we understand what is important to them so that we can continue to provide great tasting, sustainable products. To support this work, our dedicated consumer insight, category and brand management teams complete regular market research to understand emerging trends, such as the more widespread introduction of appetite suppressants in the UK market, which is having an impact on demand and customer preferences. This allows us to maintain our focus on targeted product development and innovation, responding quickly to changes in consumer tastes, behaviour and demands.

Customers

The Group has critically important and, in many cases, long-standing relationships with our customers. To ensure we stay close to their continually evolving requirements, we interact with our customers daily and at multiple levels within the businesses across the Group. We work closely with our customers on new or existing product development, as well as broader innovation initiatives to ensure we are helping them to maintain the best product offer to their customers. We also collaborate closely on many topics to improve the sustainability of the products and services we offer, for example by working on projects to reduce food waste and single use packaging.

Environmental impact

In addition to collaborating closely with customers on initiatives to reduce our environmental impact, we apply significant effort across the broader business to reduce the effect our operations have on the world around us. Further detail on our approach (including energy and carbon reporting) as well as our Climate-related Financial Disclosures are detailed later in this report.

Lenders

The Group is partly funded through debt finance with a group of banking partners and financial institutions, and we have supportive shareholders whose aim is to support and nurture the long-term health of the Group. These stakeholders all rely on timely and accurate financial reporting, so we provide information, including commentary on financial performance, at regular points throughout the year.

Pension trustees and pensioners

The Group has a legacy defined benefit pension scheme that is closed to future accrual. We meet regularly with the pension trustees to update on business performance. Equally, we also consult closely and collaboratively with pension trustees and shareholders on any potentially major decisions.

Shareholders

Our shareholders embrace our vision and values and prioritise the long-term success of the business and making a positive contribution to society, over short-term profits. We have regular dialogue with shareholders during the year, this includes the Annual General Meeting in June that is open to all shareholders and regular meetings where financial information is provided, and major business decisions are discussed.

Suppliers

The Group has a complex supply chain that requires careful management to ensure we can consistently meet our customers' expectations. Regular communication with our suppliers is critical so our procurement teams interact with our suppliers daily, allowing us to quickly identify and resolve issues in real-time. We also work in partnership with our suppliers to source ingredients ethically and do business responsibly. The Group remains committed to using Roundtable for Sustainable Palm Oil (RSPO) certified sustainable palm oil for our products, and sourcing seafood from Marine Stewardship Council (MSC) certified sources wherever reasonably possible. Our Modern Slavery Statement, available on our website, and our on-going commitment to customer codes of practice, global sourcing guidelines and external guidance such the ETI Base Code, demonstrate our commitments in these areas.

KEY DECISIONS MADE IN THE YEAR

The Directors consider that a key decision made in the year was the closure of the Avonmouth site of The Real Wrap Co. Limited in September. The business had generated significant losses in 2024 and 2025 and with no clear prospect of a return to profitability in the near future the business was closed. We consulted with potentially impacted colleagues in advance of the closure and offered affected colleagues roles elsewhere in the Group were possible. We also consulted with other stakeholders including customers and suppliers, and the decision was discussed by our shareholders at Board level. Further details of this decision are included in Review of Business Performance section in this Report.

Secondly, we decided to continue with the capital investment programme in Cornwall that started last year. This will future proof the business, provide opportunities to our colleagues as new roles are created and is expected to increase the Group's profitability in the medium and long term.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board is responsible for setting the Group's strategic direction and for ensuring that effective arrangements are in place to identify, assess, and manage the principal and emerging risks facing the Group. This includes effective oversight of threats and opportunities and how they are managed. The Board regularly reviews the likelihood and potential impact of risks on the Group, its stakeholders, and its long-term sustainability, and considers how changes in the operating environment and strategic priorities may affect the Group's risk profile. Some of the key risks that the Group is exposed to include:

a. Health and safety

We regard the effective management of health and safety as fundamental to our values and critical to the sustainability of the Group. Our operations expose colleagues to inherent risks, and a failure to manage these risks effectively could result in accidents or injury, financial loss, and damage to the Group's reputation.

We promote a strong health and safety culture across the Group and continue to invest in capability and resources to support continuous improvement. During the year, this included commissioning an independent, Group-wide review of health and safety culture and practices. Oversight is provided by an experienced Health & Safety Director, who ensures that appropriate policies, processes, and controls are in place and consistently applied across the business. An annual health and safety conference is held with representation from all operating businesses, and health and safety metrics and key performance indicators are reported and reviewed at both business and executive Board meetings, with particular emphasis on accident and incident reporting.

b. Adverse changes in consumer spending and behaviour

We recognise that evolving market trends, changes in consumer attitudes, and pressure arising from challenging economic conditions, including cost-of-living pressures, may alter buying patterns and adversely affect sales volumes and revenue. For example, the rise of weight loss medication is changing the way that some people are eating and may alter consumer demand. Additionally, consumers are increasingly focused in maintaining a sustainable and healthy diet. Failure to anticipate and respond effectively to these changes could undermine the Group's commercial performance and growth objectives.

We mitigate this risk through continued investment in market insight, consumer research, innovation, and by working closely with customers to monitor and anticipate changes in demand. The Group operates a structured portfolio management programme to ensure that both current and future product ranges remain aligned to consumer preferences, and we maintain a diversified presence across multiple categories, which helps to reduce exposure to shifts in individual markets or consumption trends.

c. Supply chain disruption

We may be exposed to disruption arising from geopolitical uncertainty and other external factors, including logistical disruption, extreme weather events, or crop failures, which could result in raw material shortages, supply delays, or increased input costs. Such disruption could adversely affect operational performance and margins if not managed effectively.

We mitigate this risk by maintaining strong relationships with key suppliers and by regularly monitoring material availability, supply plans, and market conditions to support continuity of supply. Dual-sourcing arrangements are in place for critical materials to reduce dependency risk, and we proactively scan for emerging supply-chain disruption and take early mitigating action where required. Regular engagement with suppliers has enabled the Group to manage and mitigate the impact of material shortages in recent years.

d. Key customer relationships

We have a diverse customer base, supplying all major UK food retailers, and we recognise that our commercial performance is closely linked to the quality of our products and the reliability of our service. A significant failure in product quality or service levels could damage key customer relationships, result in the loss of contracts, and have a materially adverse impact on sales and profitability.

We mitigate this risk through a strong partnership model with customers, supported by dedicated account teams that actively manage and strengthen customer relationships. We operate an in-house distribution capability that enhances supply-chain resilience and provides reliable, high-quality, temperature-controlled logistics. In addition, we continue to invest in food safety, technical capability, and quality assurance to ensure consistently high product standards and to protect the Group's reputation and long-term customer relationships.

e. Climate change and environmental impact

We are mindful of our responsibility to minimise the environmental impact of our activities and continue to invest in, and work towards, our commitment to achieving Net Zero. We recognise that a failure to manage our operations effectively could have adverse environmental consequences, lead to operational disruption, and result in reputational harm to the Group.

Mitigating our environmental impact is a strategic priority. Each business maintains a responsible business plan, which is reviewed and updated at least annually, and we ensure that decisions relating to capital investment and operational activity take into account the potential climate and environmental impacts on the Group, as well as on the local and wider environment. Further detail on the governance, oversight, and controls in place to manage this risk is set out in the climate-related financial disclosures below.

f. Failure of critical Group IT infrastructure and/or systems

We are reliant on integrated IT systems and third-party partnerships to support the effective operation of the business, which requires ongoing and targeted investment. We recognise that cyber threats are becoming increasingly sophisticated and that cyber incidents are prevalent across UK businesses. A failure to invest appropriately in technology, or to adequately assess and oversee our third-party relationships, could result in operational inefficiencies and increase the Group's exposure to cyber and data security risks.

We have therefore continued to invest in cyber-defensive measures, led by our internal IT function and supported by specialist third-party providers. Mandatory training on cyber security and data protection is provided to all system users at least annually, and a cyber-related business continuity plan has been established and is subject to ongoing review and refinement. We monitor our systems and networks for suspicious activity and operate due diligence and assurance processes over third-party providers, with particular focus on cyber resilience, data protection, and service continuity.

g. Changes in policy or regulation in related areas such as health, labour availability and cost, supply chain and food safety

We operate in a complex and continually evolving regulatory environment, where failures in compliance could result in significant legal, financial, or reputational harm to the Group. We therefore ensure that a robust control environment is in place to identify, monitor, and mitigate regulatory and compliance risks, supported by ongoing horizon scanning for changes in legislation, regulation, and policy.

We maintain in-house legal and regulatory expertise at Board level, led by our Group General Counsel, and we have strengthened our independent assurance capability through investment in an internal audit function, led by our Group Risk & Assurance Director. This function provides objective assessment of the design and effectiveness of internal controls and, where appropriate, recommends enhancements, drawing on external specialists to provide additional expertise or capacity when required.

h. External factors that could impact the Group's financial performance (e.g. interest rate rises)

The Group purchases a wide range of commodities, which are subject to price volatility, and has floating rate borrowings, which creates an exposure for the Group to changes in base interest rates. If these factors are not managed effectively, they would lead to increased costs and negatively impact the Group's profitability and cash flow.

Price risk is managed by the Group's procurement team who monitor markets, and we minimise our exposure to volatility by entering into fixed price agreements where appropriate. Where the Group is exposed to foreign exchange risk on input costs, forward contracts are entered into where appropriate, to give certainty around future cash outflows. Debt is managed prudently with facilities maintained to ensure sufficient funding is available to confidently meet peak borrowing requirements over the coming 12 months. Financial covenants are monitored and stress tests are conducted periodically to ensure sufficient headroom is maintained. Periodically, we consider the use of interest rate swaps to manage interest rate risk.

CLIMATE RELATED FINANCIAL DISCLOSURES

Samworth Brothers recognises the importance of measuring and reporting on climate related risks and opportunities for the benefit of the planet, our communities and for the sustainable growth of the business. As required by sections 414CA and 414CB of the Companies Act 2006, we have listed below the required climate-related financial disclosures.

Governance

The Board ensures that risks are effectively identified and managed through the implementation of the risk management and control frameworks, which includes several principal risks related to or impacted by climate change, and review risk at subsidiary level as well as at Group level.

The Group’s corporate purpose and Sustainability Strategy are set by the Group Executive Board (GEB) and approved by the Group Holdings Board. The GEB monitor our overall sustainability performance against our stated ambition and targets. Members of the GEB have accountability for the delivery of each strategic pillar in our Sustainability Strategy, across pillars for People, Planet and Products. The GEB reviews progress against our Sustainability Strategy twice a year.

Reporting to the GEB are six Sustainability Forums that provide a cross-functional forum to develop and steer our strategy at an operational level. The forums cover: Responsible Sourcing, People & Ethics, Carbon, Food Waste, Packaging, and Healthy & Sustainable Diets and meet quarterly to review performance, align strategic thinking and to provide recommendations. The day-to-day management and coordination of activities in relation to climate risk is carried out by the Sustainability Director and the wider Sustainability team.

Strategy and resilience to various climate-related scenarios

Our Sustainability Strategy has been developed with an aspiration to have the capability and capacity to respond positively to complex issues, such as climate change. Acknowledging this, Samworth Brothers has established targets to transition towards a net zero future, in line with the goals of the 2015 Paris Agreement.

All of our identified climate-related risks will be mitigated to some degree by our commitment to deliver net zero emissions across our value chain (Scopes 1, 2 and 3). To achieve this, we have developed near and long-term targets in line with the latest guidance from the Science-Based Targets Initiative (SBTi) and the Greenhouse Gas Protocol.

With these targets in place, we are able to focus on our Net Zero Transition Plan, our strategic roadmap to achieve carbon neutrality by 2050. It outlines the actions we will take to reduce our carbon footprint across all aspects of our operations. It is a 'live plan' that will evolve and be updated.

We also consider the impact of climate risk through our overall strategy-setting process. As strategy is executed, through deployment of capital for either organic or inorganic investment a responsible business assessment is carried out, including in relation to climate impact.

Risk management

The Group identifies risks by considering events and scenarios that may prevent it from achieving its strategic objectives. This approach combines a top-down strategic Group-level view and a bottom-up operational view of the risks at each Category and Function. The sources of risk input include a PESTLE exercise (Political, Economic, Sociological, Technological, Legal and Environmental) and supply chain resilience review. The outputs from the sustainability risk assessment are utilised to complete the Responsible Business function risk register, directly feeding into the Group’s risk management process.

We have completed an assessment of our climate related risks and opportunities. Once a recommended list of climate risks and opportunities were identified, these were given further consideration to the size of the impact, likelihood and potential timeframe, to establish their total risk score to the business. These risks cover transition and physical risks that could have a significant impact on our strategy and any associated opportunities that could realise potential upside to our financial performance.

This scenario analysis concluded that the Group has the potential to be materially impacted by climate-change in several scenarios. Depending on the scenario and how these changes manifest themselves over time, these material impacts could be risks or opportunities for the Group's financial performance. However, we also feel that we have robust and effective plans in place to mitigate against any potential downside effects from climate-related scenarios.

The various risks or opportunities we considered can be categorised as either physical (e.g. factors related to the physical impacts of climate change such as better or poor agricultural conditions) or transitional (e.g. factors related to the transition to a lower-carbon technology such as costs of replacing equipment and/or governmental initiatives such as carbon pricing mechanisms). The key outputs of our analysis are:

The cost of delivering our Net Zero transitional plan (transitional, timeframe: short (1-5 years)).

Additional operational and capital costs may be incurred to deliver our Net Zero transition plan,

e.g. through investments in lower emission technologies. However, there is also an opportunity to

reduce energy costs. To address this risk, we have developed a detailed decarbonisation plan,

including associated capital requirement for our scope 1 & 2 emissions, and have built climate

considerations into our capex process. We purchase certified renewable grid-supplied electricity

and continue to explore alternative fuels, especially hydrogen and geothermal and invest in a

range of emissions reduction approaches.

The effect of failing to meet increasing customer or consumer demands (transitional, timeframe:

medium (5-10 years)). This could decrease revenues if we fail to meet sector-wide or customer

specific sustainability goals or changing consumer preferences. We focus on material

sustainability issues and the requirements of our customers. We also continue to invest in market

leading quality processes and new consumer channels to ensure diversity.

Climate-related impacts on the cost and availability of raw materials (physical, timeframe:

medium (5-10 years)). Raw material costs could continue to increase, caused by supply chain

disruption, ingredient availability and changes to production systems that could also be triggered

by climatic change (e.g. droughts or flooding). Equally, certain raw materials may become

cheaper and easier to farm in regions that traditionally were unable to sustain certain crops.

Within our supply chain, our procurement team will regularly assess supplier resilience for key

raw materials. This will involve consideration on the number of different suppliers we may choose

to use for certain raw materials. Similar judgments will be made on the pros and cons of sourcing

from several different geographical regions, rather than concentrating our sourcing in a specific

area.

The financial impacts of pricing of Greenhouse Gas emissions (transitional, timeframe: short (1-5

years)). Increased costs of carbon pricing and taxation on business, and/or potential regulatory

mandates that require replacement or upgrade of plant and equipment (e.g. refrigeration). We

adhere to climate-related legislation, monitor any regulatory changes and assess the business

impact.

Climate change impacts on our manufacturing and supply chain operations (physical, timeframe:

long (10+ years)). There is potential for damage, disruption or increased maintenance and costs

caused by physical risks such as floods or increased temperatures. These could impact our sites

directly or indirectly if damage were to occur to surrounding infrastructure. Every business

maintains an up-to-date and regularly tested operational business continuity plan and site-specific

mitigation is in place and monitored. Proposed acquisitions are assessed under multiple

scenarios and due diligence is undertaken to identify any risks and appropriate mitigation

measures required. As outlined above, the factors referenced in each example create varying

degrees of risk and opportunities. We regularly consider these risks and opportunities, factoring

them into our strategic plans to ensure that appropriate decisions are made to provide resilience

in the short, medium and long term. Further and similar considerations are applied to many other

areas where climate-related risks and opportunities are relevant in the short to medium term. As

a result, and having considered a range of scenarios, we believe our strategy is sufficiently

resilient to the possible impacts of climate change that we have assessed.

Metrics and Targets

We have set targets to reduce our carbon emissions, in line with the latest science designed to keep global warming below 1.5ºC. These Science-Based Targets (SBTs) have been independently validated and approved by the Science Based Targets initiative (SBTi) and form the basis of the work that we're doing to reach net zero. Our science-based targets include:

Overall net-zero target:

Samworth Brothers Limited commits to reach net-zero greenhouse gas emissions across the

value chain by 2050.

Near-term targets:

Energy & Industry: Samworth Brothers Limited commits to reduce absolute scope 1 and 2 GHG

emissions 42% by 2030 from a 2022 base year.

Samworth Brothers Limited also commits to reduce absolute scope 3 GHG emissions 42% within

the same timeframe.

FLAG: Samworth Brothers Limited commits to reduce absolute scope 3 FLAG GHG emissions

30.3% by 2030 from a 2022 base year*.

Samworth Brothers Limited also commits to reduce absolute scope 3 GHG emissions 90% by

2050 from 2022 base year.

FLAG: Samworth Brothers Limited commits to reduce absolute scope 3 FLAG GHG emissions

72% by 2050 from a 2022 base year*.

(* The target includes Forest, Land and Agriculture (FLAG) emissions and removals)

We measure performance against our targets regularly through the year, as well as annually.

Production

Our production data reports food sold in tonnes,

using a consistent methodology across the entire

Samworth Brothers Group. For comparative

purposes, in 2025 our food sold total was 263,819

tonnes (v 253,332 tonnes of food produced in

2024).

Carbon (absolute)

Absolute carbon associated with scope 1 and scope

2 emissions saw an increase of 17% from previous

year and an increase of 4.7% from base (2022).

This was primarily due to an increase in emissions

from refrigerant gases.

Carbon (intensity)

Carbon intensity increased in 2025 compared to

2024 (292 kg CO2e/t v 260 kg CO2e/t).

Energy (intensity)

Energy intensity increased in 2025 compared to

2024 (1,245 kWh/t Vs 1,235 kWh/t), predominantly

due to an increase in production volume and the

type of production.

Food Waste (intensity)

Food waste intensity is 6.79%, which is unchanged

from the previous year (2024: 6.77%).

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Group Strategic Report

for the Period 29 December 2024 to 27 December 2025

2022 (base

year)

2024

2025

Carbon performance (tonnes CO2e) (1)

Scope 1 emissions Combustion of fuel and

operation of facilities

73,508

65,952

76,995

Scope 2 emissions Electricity purchased for own

use (market based)

Scope 2 emissions Electricity purchased for own

use (location based) (3)

21,679

19,337

17,495

Total net emissions (Scope 1 and 2 market based)

(2)

73,508

65,952

76,995

Business Travel Scope 3 emissions (m t CO2e) (4)

223

496

Not available

Total scope 3 emissions (m t CO2e)

1.35

1.40

Not available

Total Scope 1, 2, 3 emissions (m tCO2e) (5)

1.43 (6)

1.47

Not available

Energy Performance

Electricity

112,254

93,533

99,003

Natural gas

208,981

219,314

229,391

Transport

97,936

93,967

96,402

Other gaseous fuel

390

413

395

Other static fuel

3,584

3,989

2,599

Total energy

423,145

411,216

427,790

Intensity Measures

Carbon intensity Kg CO2e / tonne product

275

260

292

Energy intensity (7) *KWh / tonne product

1,202

1,235

1,245

Food Waste Intensity (7) *Food waste as a % of

total food produced

5.46

6.77

6.79

Apprenticeship intakes (7) * Number

159

124

Prior year comparatives restated for consistency.

Key:

(1) The methodology applied to the calculation of GHG emissions is the 'GHG Protocol Corporate Accounting and Reporting Standard'; this sets out a corporate accounting and reporting methodology for GHGs. An 'operational control' boundary has been applied. These have also been calculated in line with Greenhouse gases -Part 1: Specification with guidance at the organisation level for quantification and reporting of GHG emissions and removals (ISO 14064-1).

(2) Scope 1 emissions for 2024 have been restated from the previously reported 65,170 tCO2e following the receipt of revised and additional F-gas data (one bakery and FFN depots), and revisions to transport fuel data due to late data submission and incorrect fuel-type labelling, resulting in updated diesel and HVO volumes, alongside revised static diesel consumption following late data submission for one bakery’s backup boiler.

(3) Addition of Scope 2 carbon location-based emissions to ensure visibility of "renewable" electricity purchased via a green tariff; Reporting both location-based and market-based Scope 2 emissions (dual reporting) is required by the GHG Protocol to provide a complete picture of a company's energy impact. Location-based reporting reflects the average emissions intensity of the local grid, while market-based reporting reflects emissions from specifically purchased energy contracts.

(4) A Scope 3 business travel emissions line has been introduced to ensure full compliance with the Streamlined Energy and Carbon Reporting (SECR) requirements relating to the disclosure of emissions from business travel in vehicles not owned or controlled by the company.

(5) Total gross GHG emissions are reported to include all Scope 1 and Scope 2 emissions for the Group. This covers all sites where Samworth's has full operational control.

(6) Total Scope 1, Scope 2 and Scope 3 emissions for the baseline year (2022) have been amended from 1.42 m tCO2e to 1.43 m tCO2e to correct a rounding error identified during the review process.

(7) For 2025, metric subject to a limited assurance engagement conducted in accordance with the International Standard on Assurance Engagements (ISAE) 3000 'Assurance Engagements Other than Audits or Reviews of Historical Financial Information'.

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Group Strategic Report

for the Period 29 December 2024 to 27 December 2025

STATEMENT OF CORPORATE GOVERNANCE

For the year ended 27th December 2025, under The Companies (Miscellaneous Reporting) Regulations 2018, the Group continued to apply the Wates Corporate Governance Principles for Large Private Companies (the "Wates Principles"). This report sets out how the Directors apply these principles for the Company and across the wider Samworth Brothers Group. The Directors' compliance with Section 172 of the Companies Act 2006 is discussed in the Strategic Report.

Principle 1 - Purpose and Leadership: An effective board develops and promotes the purpose of a company, and ensures that its values, strategy and culture align with that purpose.

Samworth Brothers is a family business that can trace its roots back to 1896. The Samworth family's vision continues to be to have a business that is a long-term force for good, building inspiring food businesses that lead by example. Our purpose: "We do good things with great food" is supported by our core values of "We are a family", "We take pride" and "We make things happen".

As outlined in our Strategic Report, our strategy supports our purpose and values by encouraging decision-making that considers the holistic value of our business to society. We invest for the long-term benefit of our people, customers, suppliers and communities - crucial steps for any business in making a broader contribution to a strong society. The Group is committed to being a responsible business. Its purpose and values set its ambition to impact society positively by contributing more than we take. Further details on our work programme can be found in the Strategic Report from page 2.

The Group's policies and practices support behaviours that are aligned with its values. This includes our whistleblowing policy, which encourages openness and accountability. Colleagues can raise concerns about misconduct and unethical practices via a confidential phoneline managed by an independent third party. It also includes the Group's Conflicts of Interest policy, which was reviewed in 2025 and further contributes to upholding ethical standards. Potential conflicts of interest are reviewed by a designated member of the board.

Principle 2 - Board Composition: Effective board composition requires an effective chair and a balance of skills, backgrounds, experience and knowledge, with individual directors having sufficient capacity to make a valuable contribution. The size of a board should be guided by the scale and complexity of the company.

The Group has two leadership boards: the Group Holdings Board and the Group Executive Board. The roles of Chairman and Chief Executive Officer are held separately to promote balanced decision-making and constructive challenge. Each Board has a different set of responsibilities and accountabilities to ensure that the efficient decision-making across the Group is effectively achieved and maintained and that duplication is avoided.

The size and composition of each board is considered appropriate to meet the Group's business needs and to enable effective decision-making.

Group Holdings Board

The board of the parent company, Samworth Brothers (Holdings) Limited (the "Group Holdings Board" or "GHB"), led by our Chairman Mark Samworth, provides the overarching and strategic governance control for the business. The Chairman plays a crucial role in providing the overall conditions and framework to allow the Group Holdings Board to govern effectively with a clear focus on the future development of the business. Together with the Group Chief Executive Officer, the Chairman is joined on the Group Holdings Board by the four wholly independent Non-Executive Directors, who have no material business or other relationships with the Group that might influence their independence or judgement. They bring extensive business leadership knowledge, perspective and challenge to the Group Executive Board.

Specific governance responsibilities are delegated to various board committees. Hannu Ryopponen chairs the Audit Committee and Aileen Richards (who is the Senior Independent Director) chairs the Remuneration Committee; both are Non-Executive Directors on the Group Holdings Board. The other GHB Non-Executive Directors sit on these Committees.

The composition of the Group Holdings Board was unchanged during 2025. Both the Chief Financial Officer, Charles Noble and the Group General Counsel & Company Secretary, Sunita Kaushal have continued to support the Group Holdings Board.

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Group Strategic Report

for the Period 29 December 2024 to 27 December 2025

In 2025 the Group Holdings Board completed a review of the Group's governance structures to assess how effectively those structures align with the business's strategic development and with industry best practice. The review also sought to promote a clear understanding of the Group's responsibilities to its key stakeholders. The key outcomes were as follows:

Non-Executive capability: The Group Holdings Board has reflected on its composition and agreed to

strengthen Non-Executive Director capability through the appointment of an additional Non-Executive

Director with recent Chief Executive experience, supporting effective oversight and long-term

stewardship.

Governance clarity: The Group Holdings Board has reaffirmed the importance of clear and

well-understood decision-making between the Group Holdings Board and the Group Executive Board

and is refining Reserved Matters and authorities to support this.

Group Holdings Board discussion: The evaluation highlighted the value of continued focus on the

quality and depth of discussion within the Group Holdings Board, particularly on the most material

strategic and risk matters, supported by focused agendas and clearly framed papers.

Group Executive Board

The board of Samworth Brothers Limited (the "Group Executive Board" or "GEB"), is led by the Group Chief Executive Officer and comprises also the Chief Financial Officer and six other Executive Directors during 2025.

Matthew Austin, Chief Brands & Strategy Officer, and Clare Moore, Chief People Officer, were appointed to the Group Executive Board with effect from 1 January 2026, alongside the Group's four Category Managing Directors from 5 January 2026. Charles Noble, Paul Davey and Joanne Werth resigned from the Group Executive Board on 31 December 2025 after structured handovers. Newly appointed directors complete a comprehensive induction upon joining, including site visits and meetings with a range of stakeholders.

The Group Executive Board focuses on delivering the business strategy aligned to the business purpose and also ensures that the Group's culture and values are communicated consistently to all of our colleagues, ensuring that the application of those values remains central to everything we do daily in the business. Members of the GEB contribute a broad range of skills, backgrounds, experience and knowledge.

Principle 3 - Director Responsibilities: The board and individual directors should have a clear understanding of their accountability and responsibilities. The board's policies and procedures should support effective decision-making and independent challenge.

The Group provides a robust governance framework to allow its boards and committees to make clear and considered decisions based on understanding their accountability and responsibilities. Following the review of governance structures undertaken in 2025, the leadership boards are refining Reserved Matter frameworks to reaffirm the division of responsibilities between the boards and the shareholders and which align with industry best practice.

The Group Holdings Board meets a minimum of six times a year, supported by meetings of the Audit and Remuneration Committees as required. In addition, the Group Holdings Board monitors and approves a five-year business forecast prepared by the Group Chief Executive Officer. The forecast is updated regularly to ensure that the projected earnings and cash flow meet underlying cash requirements and, together with the available debt facilities, provide the business with sufficient capital to deliver its strategic plans.

The Group Executive Board has a formal monthly meeting for the day-to-day management and leadership of the business. It will meet as necessary between formal board meetings to ensure the executive leadership team is aware of and aligned to key business activities to deliver the longer-term strategy of the business successfully, or when required to ensure timely decision-making. Each business unit or business category has an operational board chaired by a GEB member, which ensures key business decisions are made by executives with the most appropriate knowledge and industry experience and with responsibility for that business's success.

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Group Strategic Report

for the Period 29 December 2024 to 27 December 2025

All boards and committees receive regular and timely information to support their work, including reports on financial performance, commercial and market analysis, people and culture, health and safety, procurement, technical delivery, sustainability and risk status. In addition to formal board packs prior to each board or committee meeting, information is shared on an ad-hoc basis to keep members informed.

The integrity of information is critical in allowing the directors to discharge their duties and responsibilities effectively. Key financial information is collated from the Group's various accounting systems. The Group's finance function has appropriately qualified staff in each business to ensure the integrity of this information. The Audit Committee has clearly defined terms of reference outlining its objectives and responsibilities. The Audit Committee oversees the performance and independence of BDO LLP, the external auditor. Financial controls are reviewed as part of an internal audit programme developed by the Director of Group Risk and Assurance, in agreement with the Audit Committee. The governance policies of the Group are reviewed regularly (by the Group Company Secretary in consultation with external advisors) to ensure they stay current and optimal.

Principle 4 - Opportunity and Risk: A board should promote the long-term sustainable success of the company by identifying opportunities to create and preserve value and establishing oversight to identify and mitigate risks. The Group seeks to deliver sustainable, profitable growth opportunities that will benefit all its stakeholders whilst mitigating associated risks.

Opportunity

The Group Executive Board has worked closely with the Group Holdings Board during the year to update and agree on the business strategy of the Group so that there is a clear vision for future development and growth, central to which are our customers and consumers. The Chief Brands & Strategy Officer is the GEB lead for strategy development but all members of the GEB are responsible for proper consideration, challenge and implementation of the strategy. Please see the Strategic Report from page 2 for further information.

The Group has a clear strategy for developing the business, focused on future opportunities. The Group Executive Board delegates the initial evaluation of investment opportunities to a forum comprised of GEB members, with those recommended for implementation being subject to approval by the wider GEB. This ensures clear oversight of opportunities and robust authorisation processes.

Risk

The Group Executive Board is responsible for the Group's risk management framework, sharing the risk report (including emerging risks, threats, and opportunities, and strategies, measures and procedures to mitigate or pursue these) with the Group Holdings Board annually. The Group Chief Financial Officer and Director of Group Risk and Assurance are responsible for the ongoing review of the framework and meet regularly throughout the year. The framework is designed to identify, consider, review and manage all key risks appropriately (particularly those which could adversely affect medium-to-long-term strategic goals of the business), including embedding the overall risk principles and risk appetite established by the framework into the business and its internal control systems, as well as in planning, budgeting and decision-making processes. In addition, risk registers at the business unit level capture the likelihood and impact of such risks together with any relevant mitigation.

Further detail and information on the risk management framework and the principal risks are set out in the Strategic Report from page 5.

Responsibilities

The Group has a documented Group Authorities Manual to provide a framework of rules, processes and delegated authorities. The Group undertook a review of the Group Authorities Manual during 2025 to ensure it remained fit for purpose and implemented a new commercial contracting framework, designed to empower operating businesses while managing commercial risk.

Responsibility for financial and operational control rests with the board of each operating business. However, certain decisions are reserved for the Group Holdings Board, the Group Executive Board, the Group Chief Executive Officer, the Group Chief Financial Officer or the Group General Counsel and Company Secretary. This ensures that all expenditure, investments, and commitments are subject to appropriate scrutiny and approval.

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Group Strategic Report

for the Period 29 December 2024 to 27 December 2025

Principle 5 - Remuneration: A board should promote executive remuneration structures aligned to the long-term sustainable success of a company, considering pay and conditions elsewhere in the company.

The Remuneration Committee's primary objectives are:

To record the philosophy and strategy for remuneration and development of the Group Chief

Executive Officer, the Group Executive Board and the divisional boards of management. The

philosophy ensures that we secure and retain the best people in our business to deliver the Group's

strategic ambitions in line with its purpose and values. The remuneration policy covers the following:

(i) base salary; (ii) performance-related remuneration to align the interest of the Directors and the

Shareholders and reward their individual contribution to the success of the Group; (iii) benefits in

kind; and (iv) pensions;

To determine the total remuneration package of the Group Chief Executive Officer, including base

salary, annual bonus, other incentive payments, benefits in kind and pension contribution and

entitlements, on the recommendation of the Chairman;

In consultation with the Group Chief Executive Officer, to determine the total remuneration package

of each GEB Director, including base salary, annual bonus, other incentive payments, benefits in

kind and pension contribution and entitlements;

To approve the design of, and determine the targets for, any performance-related incentive

schemes and approve the calculation and payment of all awards; and

To ensure the remuneration policy for members of the divisional boards of management is

consistent with that for the GEB members.

The Group continues to publish its Gender Pay Reporting highlighting specific focus areas for continued efforts to address and eliminate gender inequalities. Further detail on our Gender Pay Reporting can be found on our website, www.samworthbrothers.co.uk. The Group is an active equal opportunities employer and promotes an environment free from discrimination, harassment, and victimisation. Everyone receives equal treatment and career development regardless of age, gender, nationality, ethnic origin, religion, marital status, sexual orientation, or disability. All decisions relating to employment practices (including remuneration) are objective, free from bias and based solely upon work criteria and individual merit.

Principle 6 - Stakeholders: Directors should foster effective stakeholder relationships aligned to the company's purpose. The board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions.

The Group Executive Board is clear that good governance and effective communication are essential to deliver the business purpose and protect long-term value for our stakeholders. We consider our key stakeholders to be our colleagues, consumers, customers, lenders, pension trustees and pensioners, shareholders, suppliers and the local communities in which we work. Additional details on our stakeholder groups are set out in the Strategic Report from page 3.

The Group strives to meet the Samworth family's aspirations for the business to have financial sustainability and growth together with social and environmental responsibility. All of our businesses serve a purpose that makes life better; food is something to be passionate about and brings us all together. These objectives are measured and reported to the Group Holdings Board and the Group Executive Board at each board meeting.

The Group is committed to social responsibility, community engagement and environmental sustainability. It achieves this through its commitment to deliver a safe and sustainable business, ensuring the safety, health and well-being of everyone who works with us, and through working to provide a positive environmental and social impact. Further detail can be accessed through our website at www.samworthbrothers.co.uk/sustainability.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF BY:

M C C Samworth - Director

24 March 2026

The Directors present their annual report and the audited consolidated financial statements of Samworth Brothers (Holdings) Limited for the 52 week period ended 27th December 2025 referred to as 2025 and "year" throughout the report, with 2024 referring to the 52 week period ended 28th December 2024. As permitted under s414C(11) of the Companies Act 2006, several items have already been disclosed in the Strategic Report and as such, are not duplicated within this report.

DIVIDENDS

The Directors recommend that no final dividend per ordinary share be paid (2024: £nil). Interim dividends amounting to £23.9 million (2024: £19.5 million) have been paid at £nil per A ordinary share (2024: £23.44) and £29.90 per B ordinary share (2024: £18.56).

RESEARCH AND DEVELOPMENT

The Group has continued to invest in research and development in relation to its principal activities during the year under review. This has included investment in the development of new and existing products for our customers.

FUTURE DEVELOPMENTS

The Group expects another challenging year in 2026. Further cost inflation is expected in the first half of the year as labour costs continue to increase, and we expect geopolitical and economic uncertainty to continue, which may further suppress consumer spending. We are also monitoring the impact that increased use of appetite suppressants in the adult population may have on consumer demand. In parallel, we will need to continue to work hard to drive further operational efficiencies as we look to mitigate the impact on business performance. However, the Directors are optimistic about the future, and we will continue to invest in the business. Further detail is included in the Strategic Report from page 2.

DIRECTORS

The Directors who served during the year are shown on the inside front cover. None of the Directors who held office at the end of the financial year had any disclosable beneficial interest in the shares of the Group. The Group maintains liability insurance for directors and officers, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006.

TREASURY AND FINANCIAL RISK MANAGEMENT

The Group's activities expose it to several financial risks including price risk, credit risk, interest rate risk and liquidity risk. The Group's principal financial assets are bank balances and cash, trade and other debtors. The nature of the industry means the working capital cycle is short, and the Group's largest customers are blue chip retail companies and therefore customer credit risk is considered low. However, the amount presented in the balance sheet in respect of trade debtors and other debtors is always net of an allowance for doubtful debtors, as appropriate.

The Group purchases a wide range of commodities, which are subject to price volatility and, in some cases, foreign exchange risk. The underlying price risk is managed by the Group's procurement team who monitor relevant markets, entering into fixed price agreements where appropriate. Equally, some purchases carry an exposure to fluctuations in foreign exchange rates, and this is addressed using forward contracts, where appropriate, to give certainty around future cash outflows.

The Group's floating rate borrowings, which are primarily the revolving credit facility, attract interest at SONIA plus a margin, so the Group is exposed to changes in interest rates. This is managed by reviewing the Group's debt profile regularly and assessing the impact that a change in interest rates would have on financial covenants. The Group also considers the use of interest rate swaps to manage interest rate exposure, though no such arrangements are currently in place.

The Group's policy on funding is to ensure there is sufficient long-term funding in place to meet peak borrowing requirements, and the revolving credit facility has at least 12 months until maturity. The current facility is repayable in November 2027, and we have engaged with current and prospective lenders and are working towards refinancing our revolving credit facility in 2026. The Group's treasury department monitor the current and future funding requirements through review of weekly cash flow forecasts and use of long-term forecast models.

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Report of the Directors

for the Period 29 December 2024 to 27 December 2025

GOING CONCERN

The Directors continue to adopt the going concern basis for preparing the Group's financial statements. Further information is available in the Accounting Policies from page 28.

EMPLOYMENT POLICIES AND OUR PEOPLE

Further detail is contained within the Strategic Report from page 2.

STAKEHOLDER ENGAGEMENT

Stakeholder engagement is a clear priority for the business. We maintain good relationships with our colleagues, customers, suppliers, and lenders and ensure that we engage with them on key decisions where appropriate. Further detail is contained within the Strategic Report from page 2.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and the group and of 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;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant information of which the Group’s auditor is unaware and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant information and to establish that the Group’s auditor is aware of that information.

EXEMPTION FROM AUDIT BY PARENT GUARANTEE

Samworth Brothers (Holdings) Limited has agreed to guarantee the liabilities of Perfect Redd Limited (company number: 13348002), thereby allowing the company to take exemption from audit under Section 479A of the Companies Act 2006.

AUDITORS

In accordance with section 489 of the Companies Act 2006 and the recommendation of the Audit Committee, a resolution is to be proposed at the AGM for the reappointment of BDO LLP as auditor of the Group.

BY ORDER OF THE BOARD:

S Kaushal - Secretary

24 March 2026

Opinion on the financial statements

In our opinion:

the financial statements give a true and fair view of the state of the Group's and of the Parent

Company's affairs as at 27 December 2025 and of the Group's profit and the Group's cash flows for

the year then ended;

the Group financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice;

the Parent Company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements of Samworth Brothers (Holdings) Limited ("the Parent Company") and its subsidiaries ("the Group") for the year ended 27 December 2025 which comprise the Consolidated Income Statement, the Consolidated Other Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statements of Changes in Equity, Company Statement of Changes in Equity, the Consolidated Cash Flow Statement, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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 FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included:

Obtaining an understanding of how the Directors undertook the going concern assessment process to

determine if we considered it to be appropriate for the circumstances by way of enquiry with the

Directors in regards to who prepared the assessment and the information and individuals consulted in

the process;

Obtaining the Directors' trading forecasts underlying the going concern assessment and challenging

the Directors on the key estimates and assumptions within the forecasts around the forecast levels of

revenue, gross profit and working capital cycles, through analysis and comparison of forecasts with

prior year actuals;

Performing data verification and logic checks to confirm the mathematical accuracy of the forecast

model;

Analysing post period end trading results compared to forecast and current period to evaluate the

accuracy and achievability of forecasts;

Obtaining the banking facilities and agreeing the disclosures are consistent with the contracted

facilities at the date of approval of the financial statements;

Assessing the sensitivities undertaken against the level of available cash and level of banking facilities.

We considered the results of the stress tested sensitivities undertaken by the Directors and assessed

the reasonableness of the Directors' assessment that the scenario that could result in the Group facing

a cash shortfall was remote in light of the historic trading results. As part of our assessment of the

forecasts and stressed scenarios, we considered factors such as the wider macro-economic

implications of the high inflation and rising interest rates; and

Reviewing the disclosures in the Annual report to ensure that they are in accordance with relevant

requirements and provided meaningful and transparent information for the users of 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 or 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent Company's ability to continue as a going concern

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

How Climate change affected the scope of our audit

The Group have determined that climate change does not currently have a material impact on their operations. Our work on the assessment of potential impacts of climate-related risks on the Group's operations and financial statements included:

Enquiries and challenge of management to understand the actions they have taken to identify

climate-related risks and their potential impacts on the financial statements and adequately disclose

climate-related risks within the annual report;

Our own qualitative risk assessment taking into consideration the sector in which the Group operates

and how climate change affects this particular sector; and

Review of the Board minutes and other papers related to climate change and performed a risk

assessment as to how the impact of the Group's commitment as set out in page 7 may affect the

financial statements and our audit.

We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in the Directors' going concern assessment.

The management disclosures on page 7 form part of the strategic report and report of the directors. Our responsibilities in relation to these disclosures are described in the relevant section of this report and our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained from the audit or otherwise appear to be materially misstated.

Other Information

The Directors are responsible for the other information. The other information comprises the information included in the Group Strategic Report, Report of the Directors and Audited Consolidated Financial Statements, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Group Strategic report and the Report of the Directors 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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; or

certain disclosures of Directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities in Respect of the Report of the Directors, the Strategic Report and the Financial Statements, 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.

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.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Parent Company and management.

Extent to which the audit was 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:

Non-compliance with laws and regulations

Based on:

Our understanding of the Group and the industry in which it operates;

Discussion with management, those charged with governance and legal counsel;

Obtaining an understanding of the Group's policies and procedures regarding compliance with laws

and regulations;

Review of internal audit reports and

Review minutes of meetings of those charged with governance;

We considered the significant laws and regulations to be the UK accounting standards and the Companies Act 2006 and UK tax legislation.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be Corporate Tax, VAT and Employment Tax Legislation, Health & Safety Legislation, Food Hygiene and the Bribery Act 2010.

Our procedures in respect of the above included:

Review of minutes of meetings of those charged with governance for any instances of non-compliance

with laws and regulations;

Review of correspondence with tax authorities for any instances of non-compliance with laws and

regulations;

Review of financial statement disclosures and agreeing to supporting documentation;

Involvement of tax specialists in the audit; and

Review of legal expenditure accounts to understand the nature of expenditure incurred

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

Enquiry with management and those charged with governance regarding any known or suspected

instances of fraud;

Obtaining an understanding of the Group's policies and procedures relating to:

Detecting and responding to the risks of fraud; and

Internal controls established to mitigate risks related to fraud.

Review of minutes of meetings of those charged with governance for any known or suspected

instances of fraud;

Discussion amongst the engagement team as to how and where fraud might occur in the financial

statements;

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate

risks of material misstatement due to fraud; and

Considering remuneration incentive schemes and performance targets and the related financial

statement areas impacted by these

Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override.

Our procedures in respect of the above included:

Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing

to supporting documentation to check they were correctly recorded and supported by appropriate

evidence;

We reviewed the Group's accounting policies for non-compliance with relevant standards. Our work

also included considering significant accounting estimates for evidence of misstatement or possible

bias and testing any significant transactions that appeared to be outside the normal course of

business;

Incorporating unpredictability in our testing;

Assessing significant estimates made by management for bias such as the defined benefit pension

scheme liability and value in use calculations;

Specific review of journal entries made by users with "super user" access, who have the ability to post

to all sections of the ledger and change access rights, ensuring these were in line with our posting

expectations for those users; and

Assessing the total unadjusted audit differences for indications of bias or deliberate misstatement.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Laurie Hannant (Senior Statutory Auditor)

for and on behalf of BDO LLP, Statutory Auditor

Nottingham, UK

25 March 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

TURNOVER

1,823,618

1,688,907

Cost of sales

(1,489,879

)

(1,380,001

)

GROSS PROFIT

333,739

308,906

Selling and distribution costs

(90,516

)

(92,441

)

Administrative expenses*

(206,085

)

(175,077

)

37,138

41,388

Other operating income

1,830

2,592

Gain from changes in fair value of

investment property

GROUP OPERATING PROFIT

38,968

44,030

Non-recurring costs 10 (26,657) (17,528)

GROUP OPERATING PROFIT 65,625 61,558

BEFORE NON-RECURRING COSTS

Share of operating profit/(loss) in

Joint ventures

(330

)

Associates

(118

)

Interest receivable and similar income

785

912

39,843

44,494

Interest payable and similar expenses

(20,636

)

(20,804

)

PROFIT BEFORE TAXATION

19,207

23,690

Tax on profit

(9,153

)

(13,635

)

PROFIT FOR THE FINANCIAL PERIOD

10,054

10,055

Profit attributable to:

Owners of the parent

9,477

8,384

Non-controlling interests

577

1,671

10,054

10,055

PROFIT FOR THE PERIOD

10,054

10,055

OTHER COMPREHENSIVE INCOME

Defined benefit liability remeasurement

679

5,688

Deferred tax on actuarial gain

(217

)

(1,376

)

Currency translation differences

873

(612

)

OTHER COMPREHENSIVE INCOME

FOR THE PERIOD

1,335

3,700

TOTAL COMPREHENSIVE INCOME

FOR THE PERIOD

11,389

13,755

Total comprehensive income attributable to:

Owners of the parent

10,812

12,084

Non-controlling interests

577

1,671

11,389

13,755

FIXED ASSETS

Intangible assets

50,659

69,311

Tangible assets

326,078

295,660

Investments

7,301 8,130

Investment property

5,008

12,958

389,046

386,059

CURRENT ASSETS

Stocks

45,757

39,505

Debtors

291,786

244,425

Cash and cash equivalents

109,970

88,822

447,513

372,752

CREDITORS

Amounts falling due within one year

(431,028

)

(346,941

)

NET CURRENT ASSETS

16,485

25,811

TOTAL ASSETS LESS CURRENT

LIABILITIES

405,531

411,870

CREDITORS

Amounts falling due after more than one

year

(213,066

)

(203,453

)

PROVISIONS FOR LIABILITIES

(1,491

)

(1,834

)

PENSION LIABILITY

(108,541

)

(94,535

)

NET ASSETS

82,433

112,048

CAPITAL AND RESERVES

Called up share capital

1,000

Profit and loss account

81,433

104,832

SHAREHOLDERS' FUNDS

82,433

105,832

NON-CONTROLLING INTEREST

6,216

TOTAL CAPITAL AND RESERVES

82,433

112,048

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2026 and were signed on its behalf by:

M C C Samworth - Director

FIXED ASSETS

Tangible assets

6,414

6,593

Investments

11,322

10,922

Investment property

5,008

12,958

22,744

30,473

CURRENT ASSETS

Debtors

54,852

54,584

CREDITORS

Amounts falling due within one year

(21,566

)

(30,032

)

NET CURRENT ASSETS

33,286

24,552

TOTAL ASSETS LESS CURRENT

LIABILITIES

56,030

55,025

PROVISIONS FOR LIABILITIES

(530

)

NET ASSETS

56,030

54,495

CAPITAL AND RESERVES

Called up share capital

1,000

Profit and loss account

55,030

53,495

SHAREHOLDERS' FUNDS

56,030

54,495

Company's profit for the financial year

25,459

22,849

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2026 and were signed on its behalf by:

M C C Samworth - Director

Called up share

Profit and loss

Non-controlling

Total

capital

account

Total

interests

equity

£'000

Balance at 30 December 2023

1,000

112,626

113,626

4,948

118,574

Changes in equity

Profit for the period

8,384

1,671

10,055

Remeasurement of the net defined benefit liability

5,688

Deferred tax on actuarial gain

(1,376)

Acquisition to increase shareholding

(340)

(403)

(743)

Currency translation differences

(612)


Total comprehensive income	-		11,744		11,744		1,268		13,012


Dividends	-		(19,538	)	(19,538	)	-		(19,538	)


Balance at 28 December 2024	1,000		104,832		105,832		6,216		112,048

Changes in equity

Profit for the period

9,477

577

10,054

Remeasurement of the net defined benefit liability

679

Deferred tax on actuarial gain

(217)

Acquisition to increase shareholding

(10,287)

(6,793)

(17,080)

Currency translation differences	-		873		873		-		873


Total comprehensive income	-		525		525		(6,216)		(5,691)


Dividends	-		(23,924	)	(23,924	)	-		(23,924	)


Balance at 27 December 2025	1,000		81,433		82,433		-		82,433

Called up

Profit

and loss

Total

capital

account

equity

£'000

Balance at 30 December 2023

1,000

50,184

51,184

Changes in equity

Dividends

(19,538

)

(19,538

)

Total comprehensive income

22,849

Balance at 28 December 2024

1,000

53,495

54,495

Changes in equity

Dividends

(23,924

)

(23,924

)

Total comprehensive income

25,459

Balance at 27 December 2025

1,000

55,030

56,030

Cash flows from operating activities

Cash generated from operations

112,665

97,027

Interest paid

(13,278

)

(14,036

)

Pension contributions

(118

)

Tax paid

(535

)

(857

)

Net cash from operating activities

98,852

82,016

Cash flows from investing activities

Acquisition of intangible fixed assets

(1,889

)

(3,440

)

Acquisition of tangible fixed assets

(66,814

)

(76,812

)

Acquisition of fixed asset investments

(1,531

)

(5,176

)

Sale of tangible fixed assets

370

1,098

Sale of investment property

7,819

Cash flow from acquisition of subsidiary

524

Acquisition of non-controlling interest

(17,079

)

(743

)

Payment of contingent consideration

(3,190

)

Interest received

785

912

Net cash from investing activities

(81,529

)

(83,637

)

Cash flows from financing activities

Draw down on revolving credit facilities

169,000

140,500

Repayment of revolving credit

(159,000

)

(120,500

)

Payments on other loans

(1,683

)

(823

)

Cost of raising debt finance

(140

)

(470

)

Payments of finance leases

(7,143

)

(5,708

)

Dividends paid

(23,924

)

(19,538

)

Net cash from financing activities

(22,890

)

(6,539

)

Decrease in cash and cash equivalents

(5,567

)

(8,160

)

Cash and cash equivalents at

beginning of period

17,129

25,289

Cash and cash equivalents at end of

period

11,562

17,129

1.	STATUTORY INFORMATION

Samworth Brothers (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page. The Group's subsidiary companies are incorporated and domiciled in the UK, except for Bossam Holdings Limited which is registered in the Republic of Ireland.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"). The presentational currency of these financial statements is Sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures of the Parent Company financial statements have been applied:

o The reconciliation of the number of shares outstanding from the beginning to the end of the period has not been included a second time

o Separate Parent Company Cash Flow Statement with related notes is not included

o Key management personnel compensation has not been included a second time; and,

o The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. Key accounting judgments and estimates are disclosed in note 3.

The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 27th December 2025. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date that control ceases. Control is established when the Company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities.

Entities, other than subsidiary undertakings, in which the Group has a participating interest and over whose operating and financial policies the Group exercises a significant influence, are treated as associates. In the Group financial statements, associates are accounted for using the equity method.

Going Concern

In line with the guidance issued by the Financial Reporting Council (FRC) in 2016 entitled 'Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risk', the Directors have considered a prudent base case financial forecast for the 18 months after the date of signing these financial statements. In parallel, the Directors have also considered selected sensitivities to this forecast, based on historical performance and current market conditions, that could affect the Group's revenues, profitability and cashflows. These include, but are not limited to the potential for:

(a) Adverse changes in consumer spending and behaviour, for example the impact that weight loss medication may have in the forecast period on demand for our products

(b) Geo-political disruption and an adverse impact on global supply chains, including cost inflation

(d) Other external factors that could impact adversely on the Group's financial performance (e.g. interest rate rises).

Samworth Brothers (Holdings) Limited (Registered number: 00409738)

Notes to the Consolidated Financial Statements - continued

for the Period 29 December 2024 to 27 December 2025

2.	ACCOUNTING POLICIES - continued

In each case, the Directors believe the Group is well-positioned to manage the impact of these scenarios through various commercial, operational and financial initiatives. Furthermore, the Group has a range of committed banking facilities as can be seen in note 23 and maintains a prudent approach to the level of debt carried by the Group. Significant headroom is also maintained against our borrowing covenants, with stress tests carried out periodically as financial forecasts are updated throughout each year.

In conclusion, having considered a range of plausible scenarios, the Directors have concluded that the Group remains well positioned to continue to improve its profitability and the significant investment programme across the Group. The Directors also continue to believe that the Group has adequate resources to continue to operate within current banking facilities and will continue to comply with its financial covenants. The Directors therefore consider it appropriate to continue to prepare these financial statements on the going concern basis.

Non-recurring costs

The Group considers that items of income or expense that, in management's judgement, are material by virtue of their nature and amount should be disclosed separately in the Group financial statements to provide a clearer view of underlying performance of the Group. The Group has categorised these items as "non-recurring costs".

Non-recurring costs will typically include one off material items that are not expected to recur, are significant in nature and are important to users in understanding the business. This includes restructuring costs, impairment of goodwill or intangible assets, non-cash pension charges related to the legacy defined benefit pension scheme or the disposal or closure of a division, subsidiary or associate. Subsequent adjustments, where the item was reported as non-recurring in a previous year, will be presented as non-recurring between the two periods.

Investment in associates

Investment in associates have been accounted for in the consolidated financial statements using the equity method. The equity method recognises a share of profit or loss, reported as a single line in the statement of profit or loss. Initial recognition of the investment is recorded at the transaction price including any costs directly associated with the transaction.

Fixed asset investments

Investments in fixed assets including equity investments which are not publicly traded and whose fair value may not be reliably estimated are recognised at cost. Each investment is subsequently assessed for impairment at the end of each reporting period.

Turnover

Turnover represents the fair value of the sale of goods and rendering of services to external customers, net of trade discounts and value added tax in the ordinary course of the Group's activities. The Group provides trade discounts, primarily in the form of rebate arrangements, to its customers. The arrangements may take the form of volume related rebates, marketing fund contributions, promotional fund contributions or lump sum incentives.

Turnover is recognised when the significant risks and rewards of ownership of the goods are transferred to the buyer and it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. This is generally on delivery of the products. Substantially all significant risks and rewards transfer upon delivery of these goods. Turnover in relation to our distribution service is recognised at the stage of completion, this is usually at the point of delivery.

Other operating income

Other operating income comprises the following items:

(a) Expected income from the research and development expenditure credit (RDEC) scheme has been recognised in the consolidated profit and loss account as other operating income

(b) Rental income from investment properties that are leased to third parties.

Intangible assets and goodwill

Goodwill

Goodwill is stated at cost less any accumulated amortisation and accumulated impairment losses. Goodwill is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination from which it arose.

Other intangible assets

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less accumulated impairment losses. The Group only recognises intangible assets that arise on a business combination where it is probable that the expected future economic benefits will flow to the entity, they arise from contractual or other legal rights and the intangible asset is separable. The cost of an intangible asset acquired in a business combination is its fair value at the acquisition date.

Amortisation

Amortisation is charged to the profit or loss on a straight-line basis over the estimated useful lives of intangible assets. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Brands and trademarks

10 years

Customer relationships

6 years

Supplier relationships

Over the life of the contract

Software costs

3 - 10 years

Goodwill is amortised on a straight line basis over its useful life. Goodwill has no residual value. The finite useful life of goodwill is estimated to be 10 years however, it is considered on a case-by-case basis for each acquisition. The Group reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date. Goodwill and other intangible assets are tested for impairment in accordance with Section 27 of FRS 102 "Impairment of assets" when there is an indication that goodwill or an intangible asset may be impaired.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. The Group assesses at each reporting date whether tangible fixed assets (including those leased under a finance lease) are impaired. Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are as follows:

Freehold land

Is not depreciated

Non-industrial freehold office buildings

40 years

Industrial freehold buildings

25 - 35 years

Motor Vehicles

4 - 7 years

Plant and machinery

3 - 25 years

Assets in the course of construction are not depreciated. Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the Group expects to consume an asset's future economic benefits.

Dividend income

Dividend income is recognised in the profit and loss account on the date the Group's right to receive payments is established.

Investment property

Investment properties are properties that are held either to earn rental income or for capital appreciation or for both. Investment properties are recognised initially at cost.

Subsequent to initial recognition:

o Investment properties where fair value can be measured reliably are held at fair value. Any gains or losses arising from changes in the fair value are recognised in profit or loss in the period that they arise

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Provision is made for obsolete, slow moving or defective inventory where appropriate. Engineering spares are expensed in the profit and loss account and not held within the period end stock balance.

Classification of financial instruments issued by the group

In accordance with FRS 102.22, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

(a) They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and,

(b) Where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

Financial instruments

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example, if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. During the current year, we have made a change to the accounting treatment of rebate and overrider accruals. Previously these balances were recorded as a reduction to trade debtors but for the 2025 year are reported in other creditors

Trade and other creditors

Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. If the arrangement constitutes a financing transaction, for example, if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Classification of financial instruments issued by the group - continued

Interest-bearing borrowings classified as basic financial instruments

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method.

Derivative financial instruments

The Group's activities expose it to foreign exchange risk. To negate this risk, the Group enters into forward foreign exchange derivative contracts. Derivative instruments are not used for speculative purposes. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each reporting date with the resulting gain or loss being recognised in profit or loss immediately.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Expenses

Operating lease

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation, in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Finance lease

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

Interest receivable and interest payable

Interest payable and similar charges comprise interest expense on borrowings, interest on the net defined benefit pension scheme liabilities and finance charges on finance leases recognised in profit or loss using the effective interest method. Borrowing costs are also included in interest payable using the effective interest method.

Other interest payable relates to interest payable on a supplier financing arrangement. This arrangement is in place with finance providers in relation to the amount owed to its suppliers. Interest receivable and similar income include interest receivable on funds invested. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

Foreign currencies

Functional and presentational currency

The individual financial statements are measured in the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements of the foreign operation of the Group translates all foreign currency into its functional currency. The Group financial statements are presented in sterling, which is also the Company's functional and presentational currency.

Transactions and balances

Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the profit and loss account.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date, including any goodwill in relation to that entity. Exchange differences arising on translating the opening assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Hire purchase and leasing commitments

Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases. Leased assets acquired by way of finance lease are stated on initial recognition at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, including any incremental costs directly attributable to negotiating and arranging the lease. At initial recognition a finance lease liability is recognised equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. Lease payments are accounted for as described in the accounting policy below. Leased assets are depreciated over the shorter of the lease term and their useful lives.

Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group's net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of, and having maturity dates approximating to the terms of the Group's obligations. A valuation is performed annually by a qualified actuary using the projected unit credit method. The Group recognises net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan.

Changes in the net defined benefit liability arising from net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognised in profit or loss. The defined benefit plan was closed to future accrual in September 2018. There is no current service cost after this date.

Remeasurement of the net defined benefit liability is recognised in other comprehensive income.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Impairment excluding stocks and deferred tax assets

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. An impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the Group's non-financial assets, other than stocks and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the purpose of impairment testing is allocated to cash-generating units ("CGU") that are expected to benefit from the synergies of the combination. For the purpose of goodwill impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs, the Group tests the impairment of goodwill by determining the recoverable amount of the entity in its entirety, including the integrated acquired operations.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Business combinations

Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the entity.

At the acquisition date, the group recognises goodwill, or negative goodwill as:

o The fair value of the consideration transferred plus

o Directly attributable transactions costs less

o The net recognised amount (generally fair value) of the identifiable assets acquired and contingent liabilities assumed.

Where control is achieved following a series of transactions, the cost of the business combination is the aggregate of the fair values of the assets given and liabilities assumed at the date of each transaction in the series. Goodwill is calculated by comparing the actual cumulative cost incurred at each stage (including any future obligations which are recognised as contingent consideration) with the fair value of the identifiable assets on the date that control passes. Where there is a future obligation to purchase the remaining shares, the subsidiary is treated as wholly owned.

Reserves

Called up share capital reserve represents the nominal value of the shares issued.

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Significant accounting judgements

Administration of defined benefit scheme (note 29)

In a prior year, the Group were notified by the Scheme Trustees of some areas where the way that the Scheme is being administered may not fully reflect the Scheme's Rules. This principally focuses on whether deeds that were produced in the 1990s should be applied to calculate benefits for certain members of the Scheme. The matter is complex and the Company has taken legal advice to establish whether there is a discrepancy which needs to be addressed, which would result in an additional liability to the Scheme. A contingent liability of up to £26m has been identified.

Significant sources of estimation uncertainty

The Group's significant accounting estimates are those with a significant risk of giving rise to a material adjustment to the carrying amounts of assets and liabilities at the balance sheet date.

Impairment of goodwill and intangible assets (note 16)

The Group has goodwill and intangible assets of £50.7m at 27th December 2025 (2024: £69.3m). The carrying value of goodwill and intangible assets are assessed at each reporting date to determine whether there are any impairment indicators present and, if present, a review is undertaken. In the 2024 year, we impaired the remaining goodwill in Higgidy, as we identified that the recoverable amount was less than the asset value. In 2025, we recorded a partial goodwill impairment of £4.5m to reduce the carrying value of goodwill created on the acquisition of The Real Wrap Co. Limited to its recoverable amount. The Group has calculated the present value of future cash flows to determine the recoverable amount and has also compared this to an estimated fair value less cost to sell calculation. Management judgement and estimation is required to forecast cash flows, in determining terminal growth values and in setting an appropriate discount rate.

Recognition of deferred tax assets (note 36)

Recognition of deferred tax assets, which are primarily the deferred tax assets recognised on the defined benefit scheme, requires consideration of the value of these assets and the likelihood that the assets will be utilised. The recognition relies on the Group generating sufficient profit in the foreseeable future to utilise the deferred tax assets. The Group performed an assessment of the recovery of deferred tax assets at 27th December 2025, considering the Group's actual and historical performance, the 2026 year budget and future financial forecasts and the impact of tax legislation enacted at the balance sheet date.

Defined benefit pension scheme (note 29)

The Group has a defined benefit pension scheme, valued by a qualified actuary. The assumptions used are disclosed in note 29, and the assets are recognised at fair value at a date closest to the year end. The defined benefit scheme is sensitive to changes in assumptions, in particular a change in the discount rate, inflation or life expectancy. An increase in the discount rate of 0.5% would decrease scheme liabilities by £26m, while a decrease of 0.5% would increase scheme liabilities by £29m. An increase in the rate of inflation by 0.5% would increase scheme liabilities by £14m, while a 0.5% decrease in inflation would reduce scheme liabilities by £19m. A one year change in life expectancy would increase or decrease scheme liabilities by £10m.

TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2025

2024

£'000

Food manufacturing

1,797,962

1,666,369

Distribution

25,656

22,538

1,823,618

1,688,907

An analysis of turnover by geographical market is given below:

2025

2024

£'000

United Kingdom

1,777,578

1,643,309

Europe

45,979

45,532

Rest of World

1,823,618

1,688,907

5.	OTHER OPERATING INCOME

2025

2024

£'000

Research and development expenditure credit (RDEC)

1,470

744

Rental income

360

1,848

1,830

2,592

6.	STAFF NUMBERS AND COSTS

The number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:

Number of employees

2025

2024

Management and administration

1,845

1,700

Production, sales and distribution

9,583

9,620

11,428

11,320

The aggregate payroll costs of these persons were as follows:

2025

2024

£'000

Wages and salaries

403,147

386,898

Social security costs

48,891

38,716

Other pension costs

15,439

14,404

467,477

440,018

The number of employees, and aggregate payroll costs of the Company, is nil (2024: nil).

7.	DIRECTORS' REMUNERATION

2025

2024

£'000

Directors' emoluments and amounts receivable under long term

incentive scheme

2,510

4,212

Amounts paid to third parties in respect of Directors' services

Emoluments of the highest paid Director were £1.7m (2024: £3.0m). Payments to directors for loss of office were £nil (2024: £3.2m). No Group pension contributions (2024: £nil) were made. There are no retirement benefits accruing to the Directors of the company.

8.	OPERATING PROFIT

This is arrived after charging

2025

2024

£'000

Depreciation of owned assets

34,547

34,425

Depreciation of assets held under leases

4,560

4,242

Amortisation of intangible assets, goodwill and investments

16,747

17,895

Impairment of tangible fixed assets

2,953

10,338

Impairment of intangible assets

4,601

7,004

Impairment of investments

2,048

1,362

Operating lease expense

16,662

13,964

Defined contribution pension cost

15,439

14,404

Loss on disposal of tangible fixed assets

506

753

(Profit)/loss on disposal of intangible fixed assets

(118

)

9.	AUDITORS' REMUNERATION

2025

2024

£'000

Fees payable to the Group's auditor and its associates for the audit of

the Company's annual accounts

Fees payable to the Group's auditor and its associates for the audit of

the Group's subsidiaries pursuant to legislation

410

507

Fees payable to the Group's auditor and its associates for non-audit

services

496

601

10.	NON-RECURRING COSTS

2025

2024

£'000

Real Wrap closure costs (a)

10,071

Pension past service cost (b)

9,500

Impairment of goodwill and other investments (c)

7,086

16,737

Revolution Kitchen closure costs (d)

791

26,657

17,528

(a)

In June 2025, a formal consultation commenced with colleagues at Real Wrap Co. Limited, a

fully owned subsidiary of the Group, about the future of the Avonmouth site. It was

announced in August 2025 that the site would close and production stopped at the end of

September. Closure costs of £10.1m were incurred which included fixed asset impairments

of £2.8m, property exit costs, redundancy and contract exit costs.

(b)

During the year, and following legal advice, the Company and the Trustees to the Samworth

Brothers Limited Superannuation Scheme ("the Scheme") concluded that the Normal

Retirement Ages for members had not been equalised for the period from 1990 to 1999 and

consequently the scheme was not being administered in accordance with the Scheme Rules.

This has now been addressed with a past service cost of £9.5m recognised as a

non-recurring cost.

(c)

A review of tangible assets, intangible assets and investments has been completed to

consider the recoverable amount of these assets, in line with the requirements of FRS102,

section 27. The net book value of goodwill and intangible assets that was recognised on the

acquisition of The Real Wrap Co. Limited was found to exceed the recoverable amount. An

impairment charge of £4.5m has been incurred. Additionally, an impairment of the Group's

investment (£2.0m) and convertible loan (£0.5m) in Believe in Science Limited of £2.5m has

been recorded this year. In the prior year, a goodwill, intangible and tangible asset

impairment of £16.7m was recognised in Higgidy.

(d)

Revolution Kitchen, a division of Samworth Brothers Limited, was closed in 2023, and an

orderly wind down of operations was completed. Closure costs of £0.8m were incurred last

year and the business is now dormant.

11.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£'000

Interest receivable

785

912

12.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£'000

Interest on bank loans

12,496

13,381

Interest on finance leases

782

655

Other interest

1,478

1,725

Amortisation of debt finance

695

587

Net interest charge on pension liability

5,185

4,456

20,636

20,804

13.

TAXATION

Total tax expense recognised in the profit and loss account, other comprehensive income and equity

2025

2024

£'000

Current tax

Current tax on income for the period

500

508

Adjustments in respect of prior periods

459

512

Total current tax charge

959

1,020

Deferred tax

Deferred tax for the period

11,567

13,410

Adjustments in respect of prior periods

(3,373

)

(795

)

Total deferred tax charge

8,194

12,615

Total tax charge

9,153

13,635

2025

2024

Current

Deferred

Total

Current

Deferred

Total

tax

£'000

Recognised in profit

and loss account

959

8,194

9,153

1,020

12,615

13,635

Recognised in other

comprehensive

income

217

1,376

Total tax

959

8,411

9,370

1,020

13,991

15,011

Reconciliation of effective tax rate

2025

2024

£'000

Profit for the year

10,054

10,055

Total tax expense

9,153

13,635

Profit excluding taxation

19,207

23,690

Tax charge using the UK corporation tax rate of 25%

4,802

5,923

Expenses not deductible for tax purposes

5,644

7,378

Ineligible depreciation

804

1,300

Other

1,317

(683

)

Prior period corporation tax adjustment

459

512

Prior period deferred tax adjustment

(3,373

)

(795

)

Change in tax rate

(500

)

9,153

13,635

Pillar 2 legislation applied to the accounting period, but no tax liability is expected to arise due to the application of the safe harbour rules.

14.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

15.

DIVIDENDS

2025

2024

£'000

A ordinary dividend for the year of £nil (2024: £23.44) per share

4,687

B ordinary dividend for the year of £29.90 (2024: £18.56) per share

23,924

14,851

23,924

19,538

16.	INTANGIBLE FIXED ASSETS

Group

Customer

and

Brands

supplier

Computer

Goodwill

/trademark

intangibles

software

Totals

£'000

COST

At 28 December 2024

169,803

41,428

2,954

42,343

256,528

Additions

122

1,889

2,011

Disposals

(526

)

(526

)

Transfers to tangible

fixed assets

(1,929

)

(1,929

)

At 27 December 2025

169,925

41,428

2,954

41,777

256,084


	AMORTISATION

At 28 December 2024

120,337

37,709

2,954

26,217

187,217

Amortisation for period

11,129

687

4,529

16,345

Disposals

(644

)

(644

)

Impairment

4,531

4,601

Transfers to tangible

fixed assets

(2,094

)

(2,094

)

At 27 December 2025

135,997

38,396

2,954

28,078

205,425


	NET BOOK VALUE

At 27 December 2025

33,928

3,032

13,699

50,659

At 28 December 2024

49,466

3,719

16,126

69,311

The amortisation charge is recognised in administrative expenses in the profit and loss account.

Impairment assumptions

The recoverable amount of goodwill is based on a value in use calculation. Key assumptions are set out below.

Expected revenue

This should reflect estimated future revenue attributable to the brand. We have used the 2026 budget sales as the base and have applied a cautious estimate of sales over the next 10 years with modest growth. The growth rate applied does not exceed the long term industry growth rate.

Royalty rate

The royalty rate applied a royalty to the expected sales to arrive at the brand valuation. We have applied a royalty rate of 3%.

Discount rate

A discount rate of 11.1% has been applied, which is based on an industry average for comparable businesses.

Sensitivity analysis

The impairment calculation is sensitive to change in assumptions, and we have completed some sensitivity analysis to assess the impact that an increase in the discount rate or a reduction in the royalty rate would have on the impairment. An increase in the discount rate of 1.0% would increase the impairment by £0.1m. A 1.0% reduction in the royalty rate would increase the impairment by £0.5m.

Carrying value of Goodwill, Brands and Trademarks

Remaining

Carrying Amount

Amortisation Period

Goodwill, Brands and Trademarks

2025

2024

2025

2024

£'000

Urban Eat

3,032

3,719

Manton Wood

31,344

41,594

Freshways

984

1,148

The Real Wrap Co.

1,601

6,724

17.	TANGIBLE FIXED ASSETS

Group

Assets

Land and

under

Plant and

buildings

construction

machinery

Vehicles

Totals

£'000

COST

At 28 December 2024

162,645

37,286

347,065

34,748

581,744

Additions

1,314

52,640

12,790

6,259

73,003

Disposals

(6,890

)

(46

)

(28,715

)

(3,266

)

(38,917

)

Exchange differences

518

1,372

1,890

Transfers from intangible

assets

(61

)

1,990

1,929

Reclassification

27,697

(38,193

)

10,605

(109

)

At 27 December 2025

185,284

51,626

345,107

37,632

619,649


	DEPRECIATION

At 28 December 2024

76,848

1,064

191,488

16,684

286,084

Charge for period

5,945

28,580

4,582

39,107

Disposals

(6,528

)

(28,691

)

(2,821

)

(38,041

)

Impairment

2,215

713

2,953

Exchange differences

(35

)

1,409

1,374

Transfers from intangible

assets

2,094

Reclassification

1,270

(1,270

)

At 27 December 2025

79,715

1,063

194,323

18,470

293,571


	NET BOOK VALUE

At 27 December 2025

105,569

50,563

150,784

19,162

326,078

At 28 December 2024

85,797

36,222

155,577

18,064

295,660

Current Year Impairments

In September 2025, the Avonmouth site of The Real Wrap Co. Limited was closed. An impairment charge of £2.8m has been recognised as a non-recurring cost (note 10). A further impairment charge of £0.2m has been recognised to write down redundant assets identified across the Group. All impairment charges have been recognised in administrative expenses.

Finance Leases

The net book value of plant, machinery and vehicles for the group includes an amount of £18.9m (2024: £17.6m) in respect of assets held under finance lease and hire purchase contracts. Such assets are classified as finance leases as the rental period amounts to the estimated useful economic life of the assets concerned and often the Group has the right to purchase the assets outright at the end of the minimum lease term by paying a nominal amount.

Land and Buildings

The net book value of land and buildings comprises:

Restated

2025

2024

£'000

Freehold

88,161

65,049

Short leasehold

17,408

20,748

105,569

85,797

The analysis of 2024 freehold and short leasehold land and buildings has been restated as an error was identified in the prior year calculation.

The pension deficit is partly secured over the assets of the group and the company. The secured properties were most recently valued at £35.2m as of January 2025.

Company

Land and

buildings

£'000

COST

At 28 December 2024

and 27 December 2025

6,742


	DEPRECIATION

At 28 December 2024

149

Charge for period

179

At 27 December 2025

328


	NET BOOK VALUE

At 27 December 2025

6,414

At 28 December 2024

6,593

18.	FIXED ASSET INVESTMENTS

Group

Interest

in other

participating

associate

interests

Totals

£'000

COST

At 28 December 2024

4,094

4,036

8,130

Additions

1,531

Share of profit

Impairment

(2,048

)

(2,048

)

Amortisation

(402

)

(402

)

At 27 December 2025

3,782

3,519

7,301


	NET BOOK VALUE

At 27 December 2025

3,782

3,519

7,301

At 28 December 2024

4,094

4,036

8,130

On 17 December 2025, the Group acquired a 5.1% shareholding in Lean Kitchen Network Limited for consideration of £1.4m. In March 2025, the Group invested a further £0.1m in Tiba Tempeh Limited.

The investment in Believe in Science Limited of £2.0m has been fully impaired.

Company

Shares in

group

undertakings

£'000

COST

At 28 December 2024

10,922

Additions

3,000

Impairment

(2,600

)

At 27 December 2025

11,322


	NET BOOK VALUE

At 27 December 2025

11,322

At 28 December 2024

10,922

Company

During the year, the Company acquired 3,000,000 of newly issued shares in Perfect Redd Limited for a consideration of £3.0 million. An impairment of the investments in Perfect Redd Limited of £2.6m was also recognised.

The Company's primary subsidiary is Samworth Brothers Limited whose principal activity is the manufacture and distribution of high quality, valued added food products.

The remaining direct or indirect subsidiaries are set out below:

Ginsters Limited*

Manton Wood Limited

Westward Laboratories Limited*

Thorpe Butler Limited*

Higgidy Limited (previously Moss Side Products Limited)*

Walker & Son (Leicester) Limited*

West Cornwall Pasty Company Franchise Limited*

Walkers (Leicester) Limited*

Dickinson & Morris Limited*

Henry Walker (Retail) Limited*

Samworth Brothers Distribution Limited*

Melton Foods Limited*

Samworth Brothers Health Care Scheme Limited*

Kettleby Foods Limited*

Mrs King's Pork Pies Limited*

Blueberry Foods Limited*

The Flavourists Limited (previously The Sandwich Centre Limited)*

Tamar Foods Limited*

Revolution Kitchen Limited (previously Brooksby Foods Limited)*

Gibbs Croft Limited

Soreen Limited*

Sundown 247 Limited (previously SCI MX Nutrition Limited)

West Cornwall Food Co. Limited*

West Cornwall Pasty Co. Limited*

Bossam Holdings Limited

Perfect Redd Limited

The Real Wrap Co. Ltd

* Dormant subsidiaries

All the subsidiary companies are wholly owned, held by ordinary shares and are registered in England and Wales, except for Bossam Holdings Limited which is registered in the Republic of Ireland. The registered address for all subsidiaries, with the exception of Bossam Holdings Limited, is Chetwode House, 1 Samworth Way, Melton Mowbray, Leicestershire, LE13 1GA. The registered address of Bossam Holdings Limited is IDA Industrial Park, Poppintree, Dublin II, Co. Dublin, Ireland.

Samworth Brothers (Holdings) Limited has agreed to guarantee the liabilities of Perfect Redd Limited (company number: 13348002) , thereby allowing this company to take exemption from audit under Section 479A of the Companies Act 2006.

19.	INVESTMENT PROPERTY

Group

Total

£'000

FAIR VALUE

At 28 December 2024

12,958

Disposals

(7,950

)

At 27 December 2025

5,008


	NET BOOK VALUE

At 27 December 2025

5,008

At 28 December 2024

12,958

During the year, an investment property held within the Group was sold for £7.9m. A loss on disposal of £0.1m has been recognised in the profit and loss account.

The Group continues to own an investment property that was previously used for a former division of Samworth Brothers, Blueberry Foods, prior to its sale in June 2019. The property was retained following the sale of Blueberry Foods because it is located adjacent to the main Group operations and for its specialist food manufacturing capabilities, which may be utilised in the future to allow for the fluctuating capacity demands across the Group. The property was valued by our qualified chartered surveyor at 27 December 2025, taking into account current market yields given the size, location and covenant strength of the property. The valuation is consistent with the value at December 2024, therefore no gain or loss has been recognised in respect of this property.

Company

Total

£'000

FAIR VALUE

At 28 December 2024

12,958

Disposals

(7,950

)

At 27 December 2025

5,008


	NET BOOK VALUE

At 27 December 2025

5,008

At 28 December 2024

12,958

20.

STOCKS

Group

2025

2024

£'000

Raw materials

21,907

19,381

Packaging

7,707

8,600

Work-in-progress

5,288

3,310

Finished goods

10,855

8,214

45,757

39,505

Stocks recognised within cost of sales in the profit and loss account amounted to £871.0m (2024: £816.8m).

21.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£'000

Trade debtors

243,478

195,574

Amounts owed by group undertakings

53,913

Other debtors

24,233

19,062

629

671

Corporation tax

1,313

346

Deferred tax asset

6,985

15,389

310

Prepayments and accrued income

15,777

14,054

291,786

244,425

54,852

54,584

Deferred tax asset

Group

Company

2025

2024

2025

2024

£'000

Deferred tax

6,985

15,389

310

There have been no material bad debts during the current or prior year.

All amounts that fall due for repayment within one year are presented within current assets as required by the Companies Act. The largest balance in other debtors is VAT and duty. The loans to Group companies are repayable on demand with no fixed repayment date although it is noted that a significant proportion of the amounts may not be sought for repayment within one year depending on activity in the group companies.

22.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£'000

Bank loans and overdrafts (see note 24)

98,408

71,693

Finance leases (see note 25)

2,226

5,360

Trade creditors

223,242

194,360

Contingent consideration

3,200

Amounts owed to group undertakings

21,561

30,031

Social security and other taxes

9,825

8,232

Other creditors

56,925

26,735

Accruals and deferred income

40,402

37,361

431,028

346,941

21,566

30,032

Amounts owed by Group companies have no fixed rate of repayment and are payable on demand. Other creditors includes PAYE, payroll related balances and management incentives that will be paid within 12 months of the year end.

23.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR

Group

2025

2024

£'000

Bank loans (see note 24)

149,147

138,605

Other loans (see note 24)

49,818

51,488

Finance leases (see note 25)

13,889

11,708

Other creditors

212

1,652

213,066

203,453

The Group has a multi currency revolving credit facility (RCF) with three banks. During the prior year, the Group exercised the option to increase the RCF to provide additional headroom, principally to support capital investment plans. The increase was approved by the lenders and the available facility was increased from £150m to £190m. The facility is repayable in November 2027. The bank loan is secured by way of an unlimited multi lateral guarantee provided by the trading subsidiaries of Samworth Brothers (Holdings) Limited.

The revolving credit facility accrues interest at a variable rate equivalent to SONIA plus a margin that ranges from 1.35% to 2.45% per annum, dependent on the adjusted leverage ratio of the Group during the year. A commitment fee of 35% of the applicable margin and a utilisation fee of between 0% and 0.3% are also payable, dependent on the outstanding balance at each period end. The RCF is linked to the Group's sustainability goals, with three sustainability targets, related to energy intensity, food waste and apprenticeships. These KPI's and the FY25 performance is reported in the Responsible Business Report. The margin will adjust by up to 5 basis points, depending on performance against three targets.

Total issue costs (including deal fees directly associated with raising the bank debt) of £2.3m were incurred and includes £0.1m of fees paid this year. These costs have been deducted from the initial carrying value. Unamortised issue costs at 27th December 2025 are £0.9m (2024: £1.4m).

The Group agreed terms on a private placement facility with PGIM Private Capital Limited. This private placement facility provides the group with access to up to $150 million (approximately £112 million when translated on 27 December 2025) in loan notes that can be issued for up to 10 years, shown as other loans above. £50m was drawn on 27th December 2025 which is repayable in September 2028. Interest is payable quarterly at 7.41%. Issue costs of £0.3m were incurred to raise the finance and have been deducted from the initial carrying value of the loan. Unamortised issue costs at 27th December 2025 are £0.2m.

24.

LOANS

2025

Bank loans &

Other

Finance

overdrafts

loans

leases

Total

£'000

Less than one year or on demand

98,408

2,226

100,634

In more than one but not more than five

years

149,147

49,818

11,793

210,758

In more than five years

2,096

247,555

49,818

16,115

313,488

2024

Bank loans &

Other

Finance

overdrafts

loans

leases

Total

£'000

Less than one year or on demand

71,693

5,360

77,053

In more than one but not more than five

years

138,605

51,488

10,864

200,957

In more than five years

845

210,298

51,488

17,069

278,855

25.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Finance leases

2025

2024

£'000

Net obligations repayable:

Within one year

2,226

5,360

Between one and five years

11,793

10,863

In more than five years

2,096

845

16,115

17,068

Operating Leases:

As Lessee

Non-cancellable operating lease rentals are payable as follows:

2025

2024

£'000

Less than one year

15,461

13,696

Between one and five years

32,862

32,650

More than five years

22,354

22,764

70,677

69,110

As Lessor

The Group's, and Company's, future minimum payments receivable under non-cancellable operating leases at the reporting date are as follows:

2025

2024

£'000

Less than one year

390

550

Between one and five years

1,098

2,954

1,488

3,504

Lease payments recognised as other operating income in the period were £0.4m (2024: £1.8m). There were no contingent rents in the period (2024: £nil).

Finance leases are secured over the assets to which they relate.

26.	FINANCIAL INSTRUMENTS

All financial instruments are measured at amortised cost.

27.	PROVISIONS FOR LIABILITIES

Long-term incentive scheme

Total

£'000

Balance at 28th December 2024

1,834

Provisions created during the year

811

Reclassified to other creditors (note 22)

(1,154

)

(1,154

)

Balance at 27th December 2025

1,491

The provisions include a provision for a long-term incentive scheme. The long-term incentive scheme provision relates to incentive schemes that are due to crystallise in 2027 or 2028 dependent upon results for the intervening period.

The Company has a provision of £nil (2024: £0.5m). This was a deferred tax liability that all related to other timing differences.

28.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£'000

200,000

A ordinary shares

£1

199

800,000

B ordinary shares

£1

801

1,000

The A ordinary shares, at the absolute discretion of the Directors, can participate in a dividend or distribution provided that the aggregate of all such dividends and distributions in any accounting period shall not exceed 24% of the total dividend to all equity shareholders of the Group in that accounting period. The remaining dividend or distribution is payable to the B ordinary shareholders pro rata to their respective B ordinary shares.

On a return of capital on liquidation or otherwise, the surplus assets of the Group remaining after payment of its liabilities shall be applied to repay to the holders of A ordinary shares and B ordinary shares in proportion to the numbers of such shares held. The B ordinary shareholders are entitled to one vote per ordinary share; the A ordinary shares have no voting entitlement

29.	EMPLOYEE BENEFIT OBLIGATIONS

Samworth Brothers Limited operates a defined benefit pension arrangement called the Samworth Brothers Limited Superannuation Scheme ("the Scheme"). The Scheme provides benefits based on final salary and length of pensionable service on retirement, leaving service or death. The following disclosures exclude any allowance for defined contribution schemes operated by the Company.

The Scheme is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Scheme is carried out at least once every three years to determine whether the Statutory Funding Objective is met. As part of the process, the Group must agree with the trustees of the Scheme the contributions to be paid to address any shortfall against the Statutory Funding Objective. The assets of the scheme are held in a separate trustee administered fund.

The most recent comprehensive actuarial valuation of the Scheme was carried out as at 5th April 2023. The results of that valuation were updated by an independent qualified actuary to 27th December 2025 allowing for cash flows in and out of the Scheme and changes to assumptions over the period to produce the disclosures below. The next actuarial valuation of the scheme will be carried out as at 5 April 2026, however the pension deficit has increased from £94.5m to £108.5m in the year end and no Company contributions were made during the period.

In 2023, the Group were notified by the Scheme Trustees of some areas where the way that the Scheme is being administered may not fully reflect the Scheme's Rules. This principally focuses on whether deeds that were produced in the 1990s should be applied to calculate benefits for certain members of the Scheme. The matter is complex and the Company and the Trustees have taken legal advice to establish whether there is a discrepancy which needs to be addressed, which would result in an additional liability to the Scheme. During the year the Company and the Trustees agreed that normal retirement dates for members between 1990 and 1999 had not been applied consistently. The scheme administrators have made a change to equalise pension benefits for all members in this period. A past service cost of £9.5m has been recognised in the 2025 year.

The Company and Trustees are still uncertain on how the pension increases from 1992 to 1997 should be administered by the scheme, which could result in additional liabilities. To provide clarity on the matter, court papers have been filed and a court hearing will be held at the end of 2026 or in 2027 to determine the appropriate treatment. Consequently, given the uncertainty the Company has a contingent liability as there is a possible outflow if the court rules that the scheme has not been administered in accordance with the scheme's rules. If the ruling is not in favour of the Company, scheme liabilities could increase by up to £26 million and this would be recognised as a past service cost in the consolidated income statement.

The Virgin Media Ltd v NTL Pension Trustee decision, handed down by the High Court on 16 June 2023, considered the implications of section 37 of the Pension Schemes Act 1993. Section 37 of the Pension Schemes Act 1993 only allowed the rules of contracted-out schemes in respect to benefits, to be altered where certain requirements were met. The court decision was upheld on appeal on 25 July 2024. There is potential for legislative intervention following industry lobbying efforts that may retrospectively validate certain rule amendments. The Trustees together with their legal advisor are monitoring developments and will determine any impact on the financial statements once the legislative intervention position is known.

Explanation of amounts in the financial statements

2025

2024

Amounts recognised in the balance sheet:

£'000

Fair value of assets

286,611

289,070

Present value of funded obligations

(395,152

)

(383,605

)

Total

(108,541

)

(94,535

)


2025 2024
Amounts recognised in the profit & loss account over the year:	£'000	£'000

Past service cost

9,500

Interest on liabilities

20,546

19,619

Interest on assets

(15,361

)

(15,163

)

Total

14,685

4,456

2025

2024

Amounts recognised in other comprehensive income over the year:

£'000

(Gains)/losses on scheme assets in excess of interest

(368

)

42,781

Experience losses/(gains) on liabilities

14,045

(801

)

Losses from changes to demographic assumptions

4,581

245

Gains from changes to financial assumptions

(18,937

)

(47,913

)

Total remeasurements

(679

)

(5,688

)

2025

2024

£'000

Fair value of assets at the beginning of the period

289,070

335,485

Interest on assets

15,361

15,163

Company contributions

118

Benefits paid

(18,188

)

(18,915

)

Return on plan assets less interest

368

(42,781

)

Fair value of assets at the end of the period

286,611

289,070

The change in the defined benefit obligation over the period was

2025

2024

£'000

Defined benefit obligation at the beginning of the period

383,605

431,370

Interest cost

20,546

19,619

Benefits paid

(18,188

)

(18,915

)

Experience losses/(gains) on defined benefit obligation

14,045

(801

)

Past service cost

9,500

Changes to demographic assumptions

4,581

245

Changes to financial assumptions

(18,937

)

(47,913

)

Defined benefit obligation at the end of the period

395,152

383,605

Assets

The major categories of assets as a percentage of total assets are as follows:

Asset category

2025

2024

Liability Driven Investment (LDI) *

96.8%

77.0%

Cash

2.6%

3.4%

Property

0.6%

Infrastructure

0.0%

9.1%

Multi-asset

0.0%

9.9%

Total

100.0%

* The assets are invested in gilts, index linked gilts and cash and cash equivalents. The assets do not include any investment in shares of the Group or in property that is occupied by the Group.

Actuarial assumptions

The principal assumptions used to calculate the Scheme's liabilities include:

2025

2024

Discount rate

5.65%

5.50%

Inflation assumption: - CPI

2.50%

2.95%

Pension increases:

- CPI max 5%

2.50%

2.90%

- CPI max 3%

2.05%

2.35%

- CPI max 2.5%

1.85%

2.10%

Revaluation in deferment:

- CPI max 5%

2.50%

2.95%

- CPI max 2.5%

2.50%

Post retirement mortality

assumption

115% of S3PA tables

CMI 2025 core projections with

long-term annual rate of

improvement of 1.0% pa and

smoothing parameter of S=7 and

a half-life parameter of 1.00

CMI 2024 core projections with

long-term annual rate of

improvement of 1.0% pa and

smoothing parameter of S=7

and 100% weighting to 2023

Tax free cash

80% of members are assumed to take the maximum tax free cash possible, using current factors in force

Future life expectancies using the above assumptions

2025

2024

Man aged 60 at the accounting date

24.9

24.4

Woman aged 60 at the accounting date

27.6

27.4

Man reaching age 60 at the accounting date

26.1

25.6

Woman reaching age 60 at the accounting date

28.7

28.6

In the current year and prior year, the RPI rate is not significant other than for use in setting the CPI assumption. The CPI assumption has been set based on the observable market implied future RPI rates, with adjustments. The CPI assumption has been based on a cashflow weighted break even rate of 2.50% pa incorporating an IRP deduction of 0.2% from the RPI rate, and wedge deductions of 0.9% pa before 2030 and 0.2% pa from 2030. Other relevant assumptions at the 2025 and 2024 year end are as for the long-term ongoing funding basis in the actuarial valuation of 5th April 2023.

Projected profit & loss account for year to 2nd January 2027

2nd

January

2027

£'000

Current service cost

Net interest charge

5,297

Total

5,297

Defined contribution pension scheme

The Group also operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the Group to the fund, amounting to £15.4m (2024: £14.4m).

30.	ULTIMATE PARENT COMPANY

The directors regard Chetwode Trustees 1 Limited and Chetwode Trustees 2 Limited as being the company's ultimate parent company by virtue of their interest in the share capital of Samworth Brothers (Holdings) Limited.

31.	CAPITAL COMMITMENTS

2025

2024

£'000

Contracted but not provided for in the

financial statements

20,594

15,944

32.	RELATED PARTY DISCLOSURES

The Group has taken advantage of the exemption under FRS102.33 'Related Party Transactions' for wholly owned subsidiaries not to disclose intra-group transactions. During the year, a subsidiary of the Group, Samworth Brothers Limited, had an intercompany creditor with JDM Solutions, a company under common ownership. The creditor was partially repaid during the year. No managerial functions were provided by JDM Solutions. The creditor at 27 December 2025 was £0.1m (2024: £1.5m).

Key management personnel include all Directors of the Group, who together have authority and responsibility for planning, directing, and controlling the activities of the Group. There are no key management personnel other than the Directors of the Group. The total compensation, including employer NI contributions, paid to key management personnel for services provided to the company was £3.1 million. See note 7 for disclosure of Directors' remuneration.

33.	RECONCILIATION OF PROFIT FOR THE FINANCIAL PERIOD TO CASH GENERATED FROM OPERATIONS

2025

2024

£'000

Profit for the financial period

10,054

10,055

Depreciation and amortisation

55,854

56,562

Loss on disposal of tangible and intangible assets

519

786

Gain on revaluation of fixed assets

(50

)

Impairments

9,605

18,704

Foreign exchange gain on translation

295

(155

)

Research and development tax credit

(1,470

)

(744

)

Share of (profit)/loss from investments

(90

)

448

Past service cost

9,500

Finance costs

20,636

20,804

Finance income

(785

)

(912

)

Taxation

9,153

13,635

113,271

119,133

Increase in stocks

(6,129

)

(319

)

Increase in trade and other debtors

(54,984

)

(10,152

)

Increase/(decrease) in trade and other creditors

60,507

(11,635

)

Cash generated from operations

112,665

97,027

34.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 27 December 2025

2025

2024

£'000

Cash and cash equivalents

109,970

88,822

Bank overdrafts

(98,408

)

(71,693

)

11,562

17,129

Period ended 28 December 2024

2024

2023

£'000

Cash and cash equivalents

88,822

111,780

Bank overdrafts

(71,693

)

(86,491

)

17,129

25,289

35.	ANALYSIS OF CHANGES IN NET DEBT

At 28 December

2024

Cash flow

Other

non-cash changes

At 27 December 2025

£'000

Net cash

Cash and cash equivalents

88,822

21,148

109,970

Bank overdrafts

(71,693

)

(26,715

)

(98,408

)

17,129

(5,567

)

11,562

Debt

Finance leases

(17,068

)

7,143

(6,190

)

(16,115

)

Debts falling due

after 1 year

(190,093

)

(8,317

)

(555

)

(198,965

)


(207,161	)	(1,174	)	(6,745	)	(215,080	)


	Total	(190,032	)	(6,741	)	(6,745	)	(203,518	)

36.	DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities are attributable to the following:

Assets

Liabilities

Net

2025

2024

2025

2024

2025

2024

£'000

Accelerated capital allowances

(27,370

)

(20,950

)

(27,370

)

(20,950

)

Defined benefit pension scheme

31,750

33,560

31,750

33,560

Acquired intangibles

(1.260

)

(1,260

)

Losses

1,270

2,908

1,270

2,908

Other

1,335

1,131

1,335

1,131

Tax assets/(liabilities)

34,355

37,599

(27,370

)

(22,210

)

6,985

15,389

Net of tax (liabilities)/assets

(27,370

)

(22,210

)

27,370

22,210

Net tax assets

6,985

15,389

6,985

15,389

Deferred tax assets and liabilities fall due after one year except deferred tax assets attributable to the defined benefit pension scheme of £4.8m, deferred tax liabilities attributable to accelerated capital allowances of £5.7m and deferred tax asset attributable to losses of £0.1m which fall due within one year. The net deferred tax liability expected to be utilised in less than one year is £0.8m. The deferred tax asset has therefore all been recognised as amounts due after more than one year.

37.	ACQUISITION OF BUSINESS

Current year acquisition - Bossam Holdings Limited

During the 2025 financial year the Group purchased the remaining 42.5% of the ordinary share capital of Bossam Holdings Limited. On 15 August 2025, the Group acquired 40% of shares for a consideration of €18.2m. This increased the shareholding to 97.5% from this date. On 29 September 2025, the Group acquired the final 2.5% of shares, increasing the shareholding to 100%. The cash consideration paid was €1.2m.

Under FRS102, paragraph 9.20A states an entity shall treat changes in parent's controlling interest in a subsidiary that do not result in a loss of control as transactions with equity holders in their capacity as equity holders. Accordingly, the carrying amount of the non-controlling interest has been adjusted to reflect the change in the Group's interest in Freshway's net assets. The difference between the amount by which the non-controlling interest was adjusted, (£6.8m), and the fair value of the consideration paid or received (noted above), has been recognised directly in equity and attributed to equity holders of the Group, (£10.3m). The Group has not recognised a gain or loss on these changes. Also, the Group has not recognised any change in the carrying amount of assets (including goodwill) or liabilities. No additional goodwill has been recognised, and the identifiable assets of Freshways have not been revalued to fair value.

37.	ACQUISITION OF BUSINESS - continued

Prior year acquisition - The Real Wrap Co. Limited

On 5 April 2024 the Group acquired the remaining 66% of the ordinary share capital of The Real Wrap Co. Limited, which increased the Group's shareholding to 100%. The Real Wrap Co. Limited was treated as a wholly owned subsidiary from this date. The useful economic life of goodwill was considered to be 10 years. Revenue since the acquisition date included in the Consolidated Statement of Comprehensive income for the period was £26.6m. The fair values of the assets and liabilities acquired at the acquisition date were:

Fair

Book

Values

Value Adjustment

Values on

Acquisition

Acquiree's net assets at the

acquisition date:

Notes

£'000

Tangible assets

4,535

Intangible assets - software

102

Cash

617

Stocks

2,735

Trade and other debtors

4,799

Trade and other creditors

(6,944

)

(6,944

)

Obligations under finance lease

(1,576

)

(1,576

)

Other creditors (due after more than

one year)

(1,754

)

(1,754

)

Bank and other loans

(2,506

)

(2,506

)

Corporation tax

Deferred tax

(259

)

(259

)

(161

)

(161

)

Goodwill

7,837

Total cost of business

combination

7,676

Consideration:

First stage - 14th June 2023

4,383

Contingent consideration

3,200

Acquisition costs

7,676

The carrying value of tangible assets were considered at the acquisition date. No redundant

assets were identified except for assets that were already fully depreciated. The depreciation

policy and the useful economic lives of assets adopted by the acquired business were also

considered and is consistent with Group accounting policies.

Consideration of £4.4m was paid in the previous year to acquire a 34% shareholding in the

Company, which was recorded as a joint venture in the previous year financial statements. On 5

April 2024, the Group acquired a controlling interest in the Company and the £4.4m was

derecognised from investments in joint ventures and included in the total consideration for the

business combination.

Contingent consideration of £3.2m was recognised. Consideration of £3.3m including fees was

paid in the 2025 year.